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ÜLKER BİSKÜVİ SANAYİ A.Ş.

Interim / Quarterly Report Aug 18, 2025

5974_rns_2025-08-18_0d575625-d23b-4549-91ec-b15676d6ef31.pdf

Interim / Quarterly Report

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ÜLKER BİSKÜVİ SANAYİ A.Ş. AND ITS SUBSIDIARIES

CONVENIENCE TRANSLATION INTO ENGLISH OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND LIMITED AUDIT REVIEW REPORT FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2025

(ORIGINALLY ISSUED IN TURKISH)

CONTENTS PAGE
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION 1-2
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS 3
CONDENSED CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME 4
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY 5
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS 6-7
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 8-35
NOTE 1 ORGANIZATION AND OPERATIONS OF THE GROUP 8
NOTE 2 BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 9-12
NOTE 3 SEGMENT REPORTING 12
NOTE 4 CASH AND CASH EQUIVALENTS 13
NOTE 5 FINANCIAL INVESTMENTS 13
NOTE 6 FINANCIAL LIABILITIES 14-15
NOTE 7 TRADE RECEIVABLES AND PAYABLES 16
NOTE 8 OTHER RECEIVABLES AND PAYABLES 16
NOTE 9 DERIVATIVE INSTRUMENTS 17
NOTE 10 INVENTORIES 17
NOTE 11 PROPERTY, PLANT AND EQUIPMENT 18-19
NOTE 12 GOODWILL 20
NOTE 13 INTANGIBLE ASSETS 21
NOTE 14 PROVISIONS, CONTINGENT ASSETS AND LIABILITIES 22
NOTE 15 REVENUE AND COST OF SALES 23
NOTE 16 EXPENSES BY NATURE 23
NOTE 17 FINANCIAL INCOME 24
NOTE 18 FINANCIAL EXPENSES 24
NOTE 19 NET MONETARY POSITION GAINS/(LOSSES) 24
NOTE 20 TAX ASSETS AND LIABILITIES 25-27
NOTE 21 EARNINGS PER SHARE 27
NOTE 22 RELATED PARTY DISCLOSURES 28-31
NOTE 23 NATURE AND LEVEL OF RISKS ARISING FROM FINANCIAL INSTRUMENTS 32-34
NOTE 24 FINANCIAL INSTRUMENTS 35
NOTE 25 EVENTS AFTER THE REPORTING PERIOD 35

ÜLKER BİSKÜVİ SANAYİ A.Ş. AND ITS SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2025 AND 31 DECEMBER 2024

(Amounts on tables expressed in thousands of Turkish Lira ("TL") in terms of the purchasing power of TL as at 30 June 2025, unless otherwise stated.)

Note Reviewed
Current Period
30 June 2025
Audited
Prior Period
31 December 2024
ASSETS
Current Assets 84,668,198 75,966,817
Cash and Cash Equivalents 4 27,391,388 30,694,746
Financial Investments 5 6,021 6,351
Trade Receivables
- Trade Receivables from Related Parties 7,22 17,455,651 16,942,410
- Trade Receivables from Third Parties 7 9,066,372 8,608,813
Other Receivables
- Other Receivables from Related Parties 8,22 2,213,936 2,319,979
- Other Receivables from Third Parties 8 437,480 776,537
Derivative Instruments 9 2,029,464 508,257
Inventories 10 23,571,112 13,803,290
Prepaid Expenses
- Prepaid Expenses to Third Parties 1,250,361 1,222,752
Current Income Tax Assets 96,062 145,383
Other Current Assets 1,150,351 938,299
Non-Current Assets 37,047,265 37,717,271
Financial Investments 5 5,593,308 5,724,553
Property, Plant and Equipment 11 26,432,007 27,134,982
Intangible Assets
- Goodwill 12 2,713,447 2,573,762
- Other Intangible Assets 13 1,942,223 1,979,240
Prepaid Expenses 145,776 124,988
Deferred Tax Asset 20 220,504 179,746
TOTAL ASSETS 121,715,463 113,684,088

ÜLKER BİSKÜVİ SANAYİ A.Ş. AND ITS SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2025 AND 31 DECEMBER 2024

(Amounts on tables expressed in thousands of Turkish Lira ("TL") in terms of the purchasing power of TL as at 30 June 2025, unless otherwise stated.)

Note Reviewed
Current Period
30 June 2025
Audited
Prior Period
31 December 2024
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities 58,458,705 33,187,203
Short-Term Borrowings 6 14,005,143 4,904,973
Short-Term Portion of Long-Term Borrowings 6 30,403,119 12,916,294
Trade Payables
- Trade Payables to Related Parties 7,22 3,224,387 3,629,965
- Trade Payables to Third Parties 7 6,805,318 8,350,685
Payables Related to Employee Benefits 616,152 611,150
Other Payables
- Other Payables to Third Parties 8 2,301 10,279
Deferred Income 80,087 117,782
Current Income Tax Liabilities 20 224,470 310,665
Short-Term Provisions
- Provisions for Employee Benefits 756,234 1,002,219
- Other Short-Term Provisions 1,512,756 692,571
Other Current Liabilities 828,738 640,620
Non-Current Liabilities 24,883,203 41,439,004
Long-Term Borrowings 6 20,879,282 38,193,147
Long-Term Provisions
- Provisions for Employee Benefits 2,086,916 1,956,625
Deferred Tax Liability 20 1,917,005 1,289,232
SHAREHOLDERS' EQUITY 38,373,555 39,057,881
Equity Attributable to Equity Holders' of the Parent 36,116,656 36,498,834
Paid in Capital 369,276 369,276
Share Capital Adjustment Differences 10,341,497 10,341,497
Share Premiums 5,617,989 5,617,989
Effect of Business Combinations Under Common Control (5,072,586) (5,072,586)
Accumulated Other Comprehensive Income or Expenses
Not to be Reclassified to Profit or Loss
- (Losses) on Reameasurement of Defined Benefit Plans (1,435,532) (1,374,154)
- Increases on Revaluation of Plant, Property and Equipment 4,132,874 3,989,209
- Gains From Financial Assets Measured at Fair Value Through
Other Comprehensive Income 2,479,890 2,882,198
Accumulated Other Comprehensive Income or Expenses
to be Reclassified to Profit or Loss
- Foreign Currency Translation Differences (1,826,444) (2,055,862)
- Cash Flow Hedging (Losses) (2,038,309) (1,446,821)
Restricted Reserves Appropriated from Profit 2,870,086 2,573,939
Prior Years' Profit 17,398,002 12,039,674
Net Profit for the Period 3,279,913 8,634,475
Non-Controlling Interests 2,256,899 2,559,047
TOTAL LIABILITIES AND EQUITY 121,715,463 113,684,088

ÜLKER BİSKÜVİ SANAYİ A.Ş. AND ITS SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS FOR THE INTERIM PERIOD ENDED 30 JUNE 2025 AND 2024

(Amounts on tables expressed in thousands of Turkish Lira ("TL") in terms of the purchasing power of TL as at 30 June 2025, unless otherwise stated.)

Reviewed
Current Period
1 January-
Not Reviewed
Current Period
1 April-
Reviewed
Prior Period
1 January-
Not Reviewed
Prior Period
1 April
Note 30 June 2025 30 June 2025 30 June 2024 30 June 2024
Revenue 15 51,639,553 23,057,685 49,370,684 20,675,043
Cost of Sales (-) 15 (35,801,158) (16,776,285) (33,882,146) (14,358,485)
GROSS PROFIT 15,838,395 6,281,400 15,488,538 6,316,558
General Administrative Expenses (-) 16 (1,344,671) (644,656) (1,245,971) (541,355)
Marketing Expenses (-) 16 (6,091,594) (2,644,952) (5,201,700) (2,213,887)
Research and Development Expenses (-) 16 (282,400) (133,675) (206,325) (92,699)
Other Operating Income 1,627,459 427,797 1,982,666 4,354
Other Operating Expenses (-) (1,129,405) (365,573) (1,213,763) (2,644)
OPERATING PROFIT 8,617,784 2,920,341 9,603,445 3,470,327
Income from Investment Activities 6,692,227 3,099,070 2,792,627 848,163
Expenses from Investment Activities (-) (616,948) (7,310) (12,881) (7,347)
OPERATING PROFIT BEFORE FINANCIAL
INCOME AND EXPENSES 14,693,063 6,012,101 12,383,191 4,311,143
Financial
Income
17 2,531 1,255 68,544 48,127
Financial
Expenses (-)
18 (11,639,906) (5,874,143) (7,880,839) (3,173,576)
Net Monetary Gains 19 1,568,712 819,253 3,079,642 1,152,751
PROFIT FROM OPERATIONS
BEFORE
TAX
4,624,400 958,466 7,650,538 2,338,445
Tax Expense (1,134,262) (202,290) (2,216,058) (536,254)
Current Tax Expense
(-)
20 (327,470) (23,193) (617,611) (318,915)
Deferred Tax Expense (-) 20 (806,792) (179,097) (1,598,447) (217,339)
PROFIT FOR THE PERIOD 3,490,138 756,176 5,434,480 1,802,191
Distribution of the Profit for the Period
Non-Controlling Interest 210,225 34,595 559,472 100,107
Equity Holders of the Parent 3,279,913 721,581 4,875,008 1,702,084
Earnings Per Share 21 8.88 1.95 13.20 4.61

ÜLKER BİSKÜVİ SANAYİ A.Ş. AND ITS SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME FOR THE INTERIM PERIOD ENDED 30 JUNE 2025 AND 2024

(Amounts on tables expressed in thousands of Turkish Lira ("TL") in terms of the purchasing power of TL as at 30 June 2025, unless otherwise stated.)

Reviewed Not Reviewed Reviewed Not Reviewed
Current Period
1 January-
Current Period
1 April-
Prior Period
1 January-
Prior Period
1 April
30 June 2025 30 June 2025 30 June 2024 30 June 2024
PROFIT FOR THE PERIOD 3,490,138 756,176 5,434,480 1,802,191
OTHER COMPREHENSIVE INCOME
Not to be Reclassified To Profit or Loss (320,021) (2,196) (900,015) (556,611)
(Losses) on Remeasurement of Defined Benefit Plans (81,837) (124,549) (337,669) (124,554)
(Losses) from
Investments in Equity Financial Instruments
(138,259) (8,604) (1,058,717) (657,148)
Taxes on Other Comprehensive Income That will not be
Reclassified to Profit or Loss
(Losses) on Remeasurement of Defined Benefit Plans, Tax Effect 20,459 31,138 88,153 32,564
Property, Plant and Equipment Revaluation Increases,
Tax Effect
143,665 83,180 284,052 144,793
(Losses) on Investments in Equity Financial Instruments, Tax Effect (264,049) 16,639 124,166 47,734
Items to be Reclassified to Profit or Loss (418,119) (473,872) (2,304,109) (42,318)
Foreign Currency Translation Differences 173,369 76,001 (2,609,060) (647,360)
(Losses)/Gains on Cash Flow Hedges (788,651) (733,165) 406,602 806,723
Taxes on Other Comprehensive Income That will be
Reclassified to Profit or Loss
(Losses)/Gains on Cash Flow Hedges, Tax Effect 197,163 183,292 (101,651) (201,681)
OTHER COMPREHENSIVE (LOSS) (738,140) (476,068) (3,204,124) (598,929)
TOTAL COMPREHENSIVE INCOME 2,751,998 280,108 2,230,356 1,203,262
Distribution of Total Comprehensive Income
Non-Controlling Interests 154,176 35,639 (80,835) (41,047)
Equity Holders of the Parent 2,597,822 244,469 2,311,191 1,244,309

ÜLKER BİSKÜVİ SANAYİ A.Ş. AND ITS SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE PERIOD ENDED 30 JUNE 2025 AND 2024

(Amounts on tables expressed in thousands of Turkish Lira ("TL") in terms of the purchasing power of TL as at 30 June 2025, unless otherwise stated.)

Accumulated Other
Comprehensive Income and
Expenses that will be
Reclassified to Profit or Loss
Accumulated Other Comprehensive Income and
Expenses that will not be Reclassified to Profit or
Loss
Retained Earnings
Share Capital Effect of
Business
Combinations
Foreign
Currency
Cash Flow Revaluation of (Losses) on
Remeasurement
Gains From
Financial Assets
Measured at Fair
Value Through
Other
Restricted
Reserves
Appropriate
Net Profit Prior Equity
Attributable
to Equity
Non
Paid in Adjustment Share Under Common Translation Hedge Property, Plant of Defined Comprehensive d from for the Periods' Holders of Controlling
Capital Differences Premiums Control Differences (Losses) and Equipment Benefit Plans Income Profit Period Profit the Parent Interest Total
As of 1 January 2024 369,276 10,341,497 5,617,989 (27,731,408) (590) (1,448,292) 3,421,204 (976,121) 3,407,317 2,573,939 5,691,801 29,006,696 30,273,308 3,083,592 33,356,900
Transfers
Total Comprehensive Income
Dividends Paid (*)
-
-
-
-
-
-
-
-
-
-
-
-
-
(1,972,962)
-
-
304,951
-
-
294,987
-
-
(256,243)
-
-
(934,550)
-
-
-
-
(5,691,801)
4,875,008
-
5,691,801
-
-
-
2,311,191
-
-
(80,835)
(461,568)
-
2,230,356
(461,568)
As of 30 June 2024 369,276 10,341,497 5,617,989 (27,731,408) (1,973,552) (1,143,341) 3,716,191 (1,232,364) 2,472,767 2,573,939 4,875,008 34,698,497 32,584,499 2,541,189 35,125,688
As of 1 January 2025 369,276 10,341,497 5,617,989 (5,072,586) (2,055,862) (1,446,821) 3,989,209 (1,374,154) 2,882,198 2,573,939 8,634,475 12,039,674 36,498,834 2,559,047 39,057,881
Transfers - - - - - - - - - 296,147 (8,634,475) 8,338,328 - - -
Total Comprehensive Income - - - - 229,418 (591,488) 143,665 (61,378) (402,308) - 3,279,913 - 2,597,822 154,176 2,751,998
Dividends Paid (*) - - - - - - - - - - - (2,980,000) (2,980,000) (456,324) (3,436,324)
As of 30 June 2025 369,276 10,341,497 5,617,989 (5,072,586) (1,826,444) (2,038,309) 4,132,874 (1,435,532) 2,479,890 2,870,086 3,279,913 17,398,002 36,116,656 2,256,899 38,373,555

(*) At the Ordinary General Assembly for the year 2024 held on 9 May 2025, it was decided to distribute a gross amount of TL 2,980,000, fully covered by the profit for the period, and to pay the entire amount in cash and dividend distribution has been carried out since 19 June 2025. Pladis Arabia Food Manufacturing Company, a subsidiary of the Group, paid dividend amounting to TL 1,014,056 thousand on 28 April 2025, with the decision of the Board of Directors. TL 456,324 thousand of the related amount is recognised under non-controlling interests (30 June 2024: TL 1,025,707 thousand, non-controlling interests: TL 461,568 thousand).

ÜLKER BİSKÜVİ SANAYİ A.Ş. AND ITS SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE INTERIM PERIODS ENDED 30 JUNE 2025 AND 2024

(Amounts on tables expressed in thousands of Turkish Lira ("TL") in terms of the purchasing power of TL as at 30 June 2025, unless otherwise stated.)

Note Reviewed
Current Period
1 January
30 June 2025
Reviewed
Prior Period
1 January
30 June 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Profit for the period 3,490,138 5,434,480
Adjustments to Reconcile Net Profit for the Period
Adjustments Related to Depreciation and Amortization
Depreciation expenses of property, plant and equipment 11 1,059,741 1,039,228
Amortization expenses of intangible assets 13 6,254 7,862
Adjustments Related to Impairment Loss (Reversal)
Adjustments for impairment of receivables 7 29,191 (3,209)
(Increase) in value of financial investment (606) (586)
Provision for impairment of inventories 10 12,443 8,681
Adjustments Related to Provisions
Adjustments Related to Provisions for Employee Benefits
Provision for employment termination benefits 343,664 301,319
Unused vacation accrual 179,206 182,229
Performance premium accrual 285,687 288,257
Adjustments Related to Provisions (Reversal) for
Lawsuits and/or Penalties (4,016) -
Adjustments Related to Other Provisions (Reversal) (net) 828,899 625,531
Adjustments Related to Interest (Income) and Expenses
Interest (income) (2,385,725) (819,163)
Interest expenses 18 2,801,963 3,123,025
Adjustments Related to Tax Expenses 20 1,134,262 2,216,058
Adjustments Related to Losses /(Gains) on Disposals of
Non-Current Assets
Adjustments related to Losses/(Gains) arising from sale of
property, plant and equipment 378 (4,085)
Adjustments Related to Other Items That Cause Cash
Flows Arising from Investment or Financing Activities
Change in foreign currency from financial liabilities (net) 17,18 8,317,321 4,316,405
Change in foreign currency from investing activities (net) (3,662,415) (1,932,546)
Commission expenses and finance income (net) 518,091 372,865
Other Adjustments to Reconcile Profit/(Loss)
Rent income (26,911) (23,307)
Adjustments related to monetary (gain) (892,714) (3,144,565)
Net cash before changes in assets and liabilities 12,034,851 11,988,479

ÜLKER BİSKÜVİ SANAYİ A.Ş. AND ITS SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE INTERIM PERIODS ENDED 30 JUNE 2025 AND 2024

(Amounts on tables expressed in thousands of Turkish Lira ("TL") in terms of the purchasing power of TL as at 30 June 2025, unless otherwise stated.)

Note Reviewed
Current Period
1 January-
30 June 2025
Reviewed
Prior Period
1 January
30 June 2024
Changes in Working Capital
(Increase) in trade receivables (1,355,045) (1,512,494)
(Increase) in trade receivables from related parties (2,934,489) (2,622,715)
(Increase) in inventories (10,308,451) (2,594,710)
(Increase) in other receivables and other assets (412,037) (450,969)
(Decrease) in trade payables (875,620) (421,513)
Increase/(decrease) in trade payables to related parties 113,182 (253,505)
Increase in other payables and liabilities 315,470 331,983
Cash (used in)/generated from activities (3,422,139) 4,464,556
Payments Related to Provisions for Employee Benefits
Employment termination benefit paid (69,584) (119,468)
Unused vacation paid (84,289) (85,579)
Performance premium paid (540,287) (449,586)
Taxes Paid (364,343) (806,361)
Cash (used in)/generated from operating activities (4,480,642) 3,003,562
CASH FLOWS FROM INVESTING ACTIVITIES
Cash inflows from sales of property, plant and equipment
and intangible assets 51,144 30,355
Cash outflows from purchase of property, plant and equipment (501,878) (852,730)
Cash outflows from purchase of intangible assets 13 (4,589) (6,127)
Changes in non-trade receivables from related parties (225,506) 132,986
Interest received 2,385,725 819,163
Other cash advances given and payables (20,787) (41,841)
Cash (outflows) from the purchase of shares or debt
instruments of other businesses or funds (7,014) (16,581)
Proceeds from rental income 26,911 23,307
Net cash generated from investing activities 1,704,006 88,532
CASH FLOWS FROM FINANCING ACTIVITIES
Cash inflows from borrowings 11,929,882 10,215,411
Repayments of borrowings (3,889,711) (4,728,315)
Cash (outflow) from derivate instruments (1,384,824) -
Interest paid (2,507,883) (2,320,726)
Dividend paid (3,436,324) (461,568)
Commission paid (518,091) (372,865)
Net cash generated from financing activities 193,049 2,331,937
INFLATION EFFECT ON CASH AND CASH
EQUIVALENTS (4,386,602) (3,893,947)
EFFECT OF FOREIGN EXCHANGE RATE CHANGE
ON CASH AND CASH EQUIVALENTS 3,666,831 1,419,726
NET CHANGE IN CASH AND CASH EQUIVALENTS (3,303,358) 2,949,810
CASH AND CASH EQUIVALENTS AT THE BEGINNING
OF THE PERIOD 4 30,694,746 19,636,869
CASH AND CASH EQUIVALENTS AT THE END OF THE
OF THE PERIOD 4 27,391,388 22,586,679

(Amounts on tables expressed in thousands of Turkish Lira ("TL") in terms of the purchasing power of TL as at 30 June 2025, unless otherwise stated.)

1. ORGANIZATION AND OPERATIONS OF THE GROUP

Ülker Bisküvi Sanayi A.Ş. ("the Company") and its subsidiaries (all together "the Group") comprises of the parent Ülker Bisküvi Sanayi A.Ş. and fourteen subsidiaries in which the Company owns the majority share of the capital or which are controlled by the Company (2024: Fourteen).

Ülker Bisküvi Sanayi A.Ş. was established in 1944. The Company's core business activities are manufacturing of biscuits, chocolate, chocolate coated biscuits, wafers and cakes.

Ülker Bisküvi Sanayi A.Ş. went public by merging with Anadolu Gıda Sanayi A.Ş., which has been traded on Borsa Istanbul A.Ş. ("BIST") (Former Name: Istanbul Stock Exchange ("ISE") since 30 October 1996, under its own name as of 31 December 2003.

The headquarter of Ülker Bisküvi Sanayi A.Ş. is located Kısıklı Mah. Ferah Cad. No:1 Büyük Çamlıca Üsküdar/Istanbul.

As of 30 June 2025, the total number of people employed by the Group 10,282, which contain 2,614 employees who worked as subcontractors (31 December 2024: 10,254, subcontractor: 2,556).

The main shareholder and controlling party of the Group is pladis Foods Limited. The ultimate parent of the Group is Yıldız Uluslararası Gıda Yatırımları A.Ş. Yıldız Uluslararası Gıda Yatırımları A.Ş., is the ultimate parent of pladis Foods Limited. Yıldız Uluslararası Gıda Yatırımları A.Ş. is managed by the Ülker Family.

As of 30 June 2025 and 31 December 2024, the names and percentages of the shareholders holding more than 5% of the Company's share capital are as follows:

30 June 2025 31 December 2024
Name of the Shareholders Share Percentage Share Percentage
pladis Foods Limited 174,420 47.23% 174,420 47.23%
Other 194,856 52.77% 194,856 52.77%
369,276 100% 369,276 100%

As of 30 June 2025 and 31 December 2024, the details of the subsidiaries ("Subsidiaries") under consolidation in terms of direct and effective share of ownership and principal business activities are as follows:

30 June 2025 31 December 2024
Ratio of
Direct
Ratio of
Effective
Ratio of
Direct
Ratio of
Effective
Nature of
Subsidiaries Ownership Ownership Ownership Ownership Operation
Atlas Gıda Pazarlama Sanayi ve Ticaret A.Ş. 100.00% 100.00% 100.00% 100.00% Trading
Reform Gıda Paz. San. ve Tic. A.Ş. 100.00% 100.00% 100.00% 100.00% Trading
UI Egypt B.V. 51.00% 51.00% 51.00% 51.00% Investing
pladis Egypt for Food Industries S.A.E. - 51.40% - 51.40% Manufacturing-Sales
Sabourne Investments Ltd. 100.00% 100.00% 100.00% 100.00% Investing
pladis Arabia Food Manufacturing Company - 55.00% - 55.00% Manufacturing-Sales
pladis Kazakhstan 100.00% 100.00% 100.00% 100.00% Manufacturing-Sales
Ulker Star LLC - 99.00% - 99.00% Sales
UI Mena B.V. 100.00% 100.00% 100.00% 100.00% Investing
pladis Gulf FZE - 100.00% - 100.00% Sales
pladis Egypt for Trading and Marketing S.A.E. - 99.80% - 99.80% Sales
pladis Arabia International Manufacturing Company 100.00% 100.00% 100.00% 100.00% Manufacturing-Sales
Taygeta Gıda Üretim ve Pazarlama A.Ş. 100.00% 100.00% 100.00% 100.00% Trade-Consulting
F.E pladis Confectionery LLC 100.00% 100.00% 100.00% 100.00% Sales

Approval of condensed consolidated financial statements:

The Board of Directors has approved the condensed consolidated financial statements and given authorization for the issuance on 18 August 2025. The General Assembly has the authority to amend the consolidated financial statements.

(Amounts on tables expressed in thousands of Turkish Lira ("TL") in terms of the purchasing power of TL as at 30 June 2025, unless otherwise stated.)

2. BASIS OF PRESENTATION OF THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2.1 Basis of the Presentation

Principles for Preparation of Condensed Consolidated Financial Statements and Significant Accounting Policies

The accompanying condensed consolidated financial statements are prepared in accordance with Communiqué Serial II, No:14.1, "Principles of Financial Reporting in Capital Markets" ("the Communiqué") published in the Official Gazette numbered 28676 on 13 June 2013. According to Article 5 of the Communiqué, consolidated financial statements are prepared in accordance with the Turkish Accounting Standards ("TAS") issued by Public Oversight Accounting and Auditing Standards Authority ("POA"). TAS contains Turkish Accounting Standards, Turkish Financial Reporting Standards ("TFRS") and its addendum and interpretations. In addition, the financial statements have been prepared in accordance with the "Announcement on TFRS Taxonomy" published by POA and the resolution of CMB about the Illustrations of Financial Statements and Application Guidance published on 4 July 2024.

The condensed consolidated financial statements and notes of the Group have been presented in accordance with the formats announced by the Capital Markets Board (CMB) on 7 June 2013 and include the required information.

The Company and Subsidiaries in Türkiye maintain their books of accounts and prepare their statutory financial statements in accordance with the Turkish Commercial Code ("TCC"), tax legislation, the Uniform Chart of Accounts issued by the Ministry of Finance and principles issued by CMB. The foreign subsidiaries maintain their books of account in accordance with the laws and regulations in force in the countries in which they are registered. The consolidated financial statements have been prepared under historical cost conventions except for land, buildings, derivatives, financial assets and financial liabilities which are carried at fair value.

The interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the accompanying notes for the year ended 31 December 2024.

Functional and Presentation Currency

Financial statements of each subsidiary of the Group are presented in the currency of the primary economic environment in which the entities operate (its functional currency). The results and financial position of each subsidiary are expressed in Turkish Lira, which is the presentation currency of the Company.

Financial Reporting in Hyperinflationary Economies

With the announcement made by the Public Oversight Accounting and Auditing Standards Authority (POA) on 23 November 2023, entities applying TFRSs have started to apply inflation accounting in accordance with TAS 29 Financial Reporting in Hyperinflationary Economies for the annual reporting period beginning on or after 31 December 2023. TAS 29 is applied to the financial statements, including the consolidated financial statements, of entities whose functional currency is the currency of a hyperinflationary economy.

In accordance with the standard, financial statements prepared in the currency of a hyperinflationary economy are stated in terms of the purchasing power of that currency at the balance sheet date. For comparative purposes, comparative information in the prior period financial statements is expressed in terms of the measuring unit current at the end of the reporting period. Therefore, the Group has presented its consolidated financial statements as of 30 June 2024 and 31 December 2024 in terms of the purchasing power of the currency as at 30 June 2025.

(Amounts on tables expressed in thousands of Turkish Lira ("TL") in terms of the purchasing power of TL as at 30 June 2025, unless otherwise stated.)

2. BASIS OF PRESENTATION OF THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont'd)

2.1 Basis of the Presentation (cont'd)

Financial Reporting in Hyperinflationary Economies (cont'd)

In accordance with the CMB's resolution No: 81/1820 dated 28 December 2023, issuers and capital market institutions subject to financial reporting regulations applying Turkish Accounting/Financial Reporting Standards are required to apply inflation accounting by applying the provisions of TAS 29 beginning with the annual financial statements for the accounting periods ending on 31 December 2023.

The financial statements dated 30 June 2025, have been presented are adjusted for the inflation effect in accordance with the accounting principles specified in TAS 29.

The table below includes the inflation rates calculated based on the Consumer Price Index published by the Turkish Statistical Institute ("TURKSTAT") for the relevant periods:

Three-year cumulative
Date Index Adjustment coefficient inflation rates
30.06.2025 3,132.17 1.00000 220%
31.12.2024 2,684.55 1.16674 291%
30.06.2024 2,319.29 1.35049 324%

The main components of the Group's restatement for financial reporting purposes in hyperinflationary economies are as follows:

  • The consolidated financial statements for the current period presented in TL are expressed in terms of the purchasing power of TL at the balance sheet date and the amounts for the previous reporting periods are adjusted and expressed in accordance with the purchasing power of TL at the end of the reporting period.
  • Monetary assets and liabilities are not adjusted since they are currently expressed in terms of the purchasing power at the balance sheet date. Where the inflation-adjusted carrying amounts of non-monetary items exceed their recoverable amounts or net realisable.
  • Non-monetary assets, liabilities and equity items that are not expressed in terms of the current purchasing power at the balance sheet date have been adjusted by using the relevant adjustment coefficients.
  • All items in the comprehensive income statement, except for the effect of non-monetary items in the balance sheet on the statement of comprehensive income, have been adjusted by applying the coefficients calculated over the periods in which the income and expense accounts were initially recognised in the financial statements.
  • The effect of inflation on the Group's net monetary asset position in the current period is recognised in the gain/(loss) on net monetary position in the consolidated income statement (Note 19).

Basis of Consolidation

(a) Subsidiaries

Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and can affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

(Amounts on tables expressed in thousands of Turkish Lira ("TL") in terms of the purchasing power of TL as at 30 June 2025, unless otherwise stated.)

2. BASIS OF PRESENTATION OF THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont'd)

2.1 Basis of the Presentation (cont'd)

Basis of Consolidation (cont'd)

Inter-Group transactions, balances and unrealized gains on transactions between group companies are eliminated. Unrealized losses are also eliminated.

(b) Changes in ownership interests in subsidiaries without change of control

Changes in the Group's ownership interests in subsidiaries that do not result in the loss of control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the noncontrolling interests are adjusted and the fair value of the consideration paid or received is recorded directly in equity as the Group's share.

(c) Loss of subsidiary control

When the Group loses control of a subsidiary, a gain or loss is recognized in profit or loss and is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. All amounts previously recognized in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category of equity as specified/permitted by applicable TFRS). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under TFRS 9, when applicable, the cost on initial recognition of an investment in an associate or a joint venture.

2.2 New and Amended Turkish Financial Reporting Standards

a) Amendments that are mandatorily effective from 2025

Amendments to TAS 21 Lack of Exchangeability

.

Amendments to TAS 21 Lack of Exchangeability

The amendments contain guidance to specify when a currency is exchangeable and how to determine the exchange rate when it is not. Amendments are effective from annual reporting periods beginning on or after 1 January 2025.

The Group evaluates the effects of these standards, amendments and improvements on the consolidated financial statements.

b) New and revised TFRSs in issue but not yet effective

The Group has not yet adopted the following standards and amendments and interpretations to the existing standards:

TFRS 17 Insurance Contracts Amendments to TFRS 17 Initial Application of TFRS 17 and TFRS 9 — Comparative Information TFRS 18 Presentation and Disclosures in Financial Statements

(Amounts on tables expressed in thousands of Turkish Lira ("TL") in terms of the purchasing power of TL as at 30 June 2025, unless otherwise stated.)

2. BASIS OF PRESENTATION OF THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont'd)

2.2 New and Amended Turkish Financial Reporting Standards (cont'd)

TFRS 17 Insurance Contracts

TFRS 17 requires insurance liabilities to be measured at a current fulfillment value and provides a more uniform measurement and presentation approach for all insurance contracts. These requirements are designed to achieve the goal of a consistent, principle-based accounting for insurance contracts. TFRS 17 has been deferred for insurance, reinsurance and pension companies for a further year and will replace TFRS 4 Insurance Contracts on 1 January 2026.

Amendments to TFRS 17 Insurance Contracts and Initial Application of TFRS 17 and TFRS 9 – Comparative Information

Amendments have been made in TFRS 17 in order to reduce the implementation costs, to explain the results and to facilitate the initial application.

The amendment permits entities that first apply TFRS 17 and TFRS 9 at the same time to present comparative information about a financial asset as if the classification and measurement requirements of TFRS 9 had been applied to that financial asset before.

Amendments are effective with the first application of TFRS 17.

TFRS 18 Presentation and Disclosures in Financial Statements

TFRS 18 includes requirements for all entities applying TFRS for the presentation and disclosure of information in financial statements. Applicable to annual reporting periods beginning on or after 1 January 2027.

3. SEGMENT REPORTING

The main field of activity of the Group is the marketing and sales of biscuits, chocolate coated biscuits, wafers, cakes and chocolate. The reports, which are regularly reviewed by the authorized decision maker regarding the Group's activities, are prepared using the Group's consolidated financial statements. The Board of Directors, which takes strategic decisions, has been determined as the authorized authority to take decisions regarding the activities of the Group. The Group management has determined the operating segments based on the reports reviewed by the Board of Directors, which are effective in taking strategic decisions. The Board of Directors monitors the performance of the operating segments as gross profit and operating profit.

Group; in its management reporting, monitors its operations and capital expenditures as domestic (those conducted within Türkiye by companies located in Türkiye) and international operations in accordance with TFRS 8. Accordingly, the information for 1 January - 30 June 2025 and 1 January - 30 June 2024 is as follows:

Domestic International 1 January -30 June 2025
Revenue 37,224,303 14,415,250 51,639,553
Gross Profit 10,695,728 5,142,667 15,838,395
Operating Profit (*) 6,049,296 2,070,434 8,119,730
EBITDA (**) 6,803,748 2,381,977 9,185,725
EBITDA/Revenue 18.3% 16.5% 17.8%
Investment Expenses 387,040 118,350 505,390
Domestic International 1 January -30 June 2024
Revenue 34,216,422 15,154,262 49,370,684
Gross Profit 9,459,535 6,029,003 15,488,538
Operating Profit (*) 5,871,552 2,962,990 8,834,542
EBITDA (**) 6,564,627 3,317,005 9,881,632
EBITDA/Revenue 19.2% 21.9% 20.0%
Investment Expenses 695,673 163,184 858,857

(*) Operating profit before other operating income and expense.

(**) EBITDA (Earnings before interest, tax, depreciation and amortization) is calculated by adding depreciation and amortization expenses to operating profit before other operating income and expenses. EBITDA isn't a performance measure by TFRS, and may not be comparable with other companies.

(Amounts on tables expressed in thousands of Turkish Lira ("TL") in terms of the purchasing power of TL as at 30 June 2025, unless otherwise stated.)

4. CASH AND CASH EQUIVALENTS

30 June 2025 31 December 2024
Cash on hand 959 678
Demand bank deposits 1,308,617 831,865
Time bank deposits 26,167,095 29,948,936
Provision for impairment (85,283) (86,733)
27,391,388 30,694,746

The details of time deposits are as follows:

Currency Type Interest Rate Maturity 30 June 2025
TL 47.93% July 2025 5,889,596
USD 3.61% July 2025 16,793,118
EUR 1.74% July 2025 1,324,566
EGP 8.55% July 2025 2,517
SAR 5.25% July 2025 2,086,392
KZT 11.00% July 2025 44,104
GBP 0.01% July 2025 26,802
26,167,095
Currency Type Interest Rate Maturity 31 December 2024
TL 48.35% January 2025 5,352,364
USD 4.09% January 2025 18,552,652
EUR 1.89% January 2025 3,012,150
EGP 19.43% January 2025 202,069
SAR 5.65% January 2025 2,769,693
KZT 11.00% January 2025 60,008
29,948,936

5. FINANCIAL INVESTMENTS

Short-Term Financial Investments: 30 June 2025 31 December 2024
Financial assets measured at fair value through
profit/loss
6,021 6,351
6,021 6,351
Long-Term Financial Investments: 30 June 2025 31 December 2024
Financial assets measured at fair value through
other comprehensive income (*)
5,593,308 5,724,553
5,593,308 5,724,553
Financial Assets at Fair Value Through Other
Comprehensive Income 30 June 2025 31 December 2024
G New, Inc 1,633,271 1,691,717
Godiva Belgium BVBA 3,600,448 3,729,290
Other 359,589 303,546
5,593,308 5,724,553

(*) Investments based on non-controlling interests where the Group does not have significant influence are classified as financial assets at fair value through other comprehensive income. After tax difference of TL 2,479,890 thousand attributable to the parent company as of 30 June 2025 has been accounted within equity (31 December 2024: TL 2,882,198 thousand).

(Amounts on tables expressed in thousands of Turkish Lira ("TL") in terms of the purchasing power of TL as at 30 June 2025, unless otherwise stated.)

6. FINANCIAL LIABILITIES

30 June 2025 31 December 2024
Short-term borrowings 14,005,143 4,904,973
Short-term portion of long-term borrowings 30,403,119 12,916,294
Long-term borrowings 20,879,282 38,193,147
65,287,544 56,014,414
Other Short-Term Borrowings 30 June 2025 31 December 2024
Letter of credit 14,005,143 4,904,973
14,005,143 4,904,973
Short-Term Portions of Long-Term Borrowings 30 June 2025 31 December 2024
Bank loans 19,689,936 1,899,413
Issued debt instruments (*) 10,712,631 11,015,252
Financial lease payables 552 1,629
30,403,119 12,916,294
Long-Term Borrowings 30 June 2025 31 December 2024
Bank loans - 16,605,383
Issued debt instruments (*) 20,879,282 21,587,764
20,879,282 38,193,147

(*) On 8 July 2024, the Group issued bonds on the Irish Stock Exchange (Euronext Dublin) with a nominal value of USD 550,000,000 with a 7-year maturity, coupon payments in every 6 months, an annual fixed interest rate of 7.88% with both principal and coupon payments at maturity. Additionally, the Group repurchased bonds with a total nominal value of USD 351,709,000 from the USD 600,000,000 bonds issued in 2020, maturing on 30 October 2025, and completed the settlement process on 10 July 2024.

In order to refinance the syndicated and EBRD loans maturing on 20 April 2023, the Group has obtained a 3-year syndicated and EBRD loan with the participation of 6 international banks. The tranches of the loan utilized consist of a murabaha loan amounting to EUR 25 million and USD 10 million, a conventional loan amounting to USD 25 million and EUR 171 million and a conventional loan signed with EBRD amounting to EUR 75 million. This loan is the Group's first sustainability related loan and was used to close the syndicated and EBRD loan amounting to USD 457 million which matured in April 2023. The sustainability related loan complies with the terms of the bank loan agreement.

The Group obtained a loan of EUR 75 million with a 2 year maturity from International Finance Corporation (IFC) on 25 April 2024. The loan will be used to finance sustainability investments and working capital needs aimed at growth.

The covenants of the related loans are as follows:

a) Leverage: The ratio of the consolidated net debt on the last day of the current period to the last 12 months consolidated EBITDA (Earnings before interest, depreciation, tax) for the current period should not exceed 3:1.

b) Interest Coverage: The Group's consolidated interest coverage ratio for the current period should not be lower than 2:1.

In the current period, the consolidated financial statements of the Group are in line with the provisions of the bank loan agreements.

(Amounts on tables expressed in thousands of Turkish Lira ("TL") in terms of the purchasing power of TL as at 30 June 2025, unless otherwise stated.)

6. FINANCIAL LIABILITIES (cont'd)

Borrowings:

30 June 2025

Effective Weighted Average
Currency Type Maturity Interest Rate Short-Term Long-Term
TL July 2025-October 2025 28.00% 552 -
USD October 2025-July 2031 8.42% 12,123,419 20,879,282
EUR October 2025-April 2026 10.15% 32,048,076 -
EGP September 2025 15.00% 36,010 -
KZT July 2025-January 2026 11.27% 200,205 -
44,408,262 20,879,282

31 December 2024

Effective Weighted Average
Currency Type Maturity Interest Rate Short-Term Long-Term
TL January 2025-October 2025 28.00% 1,629 -
USD April 2025-July 2031 8.42% 11,172,246 22,888,696
EUR April 2025-April 2026 10.53% 6,367,286 15,243,427
KZT April 2025-January 2026 10.34% 280,106 61,024
17,821,267 38,193,147

The repayment terms of bank loans and issued debt instruments are as follows:

30 June 2025 31 December 2024
To be paid within 1 year 30,402,567 12,914,665
To be paid within 1-2 years 1,595,123 18,255,388
To be paid within 2-3 years 1,439,792 1,489,317
To be paid within 3-4 years 1,330,631 1,376,553
To be paid within 4-5 years 1,230,012 1,272,321
More than 5 years 15,283,724 15,799,568
51,281,849 51,107,812
Short-Term Portion of Long-Term
Financial Lease Liabilities 30 June 2025 31 December 2024
Financial lease liabilities 597 1.955
Costs of deferred lease liabilities (-) (45) (326)
552 1.629

The repayment terms of financial leasing debts are as follows:

31 December 2024
1.629
1.629

(Amounts on tables expressed in thousands of Turkish Lira ("TL") in terms of the purchasing power of TL as at 30 June 2025, unless otherwise stated.)

7. TRADE RECEIVABLES AND PAYABLES

Trade Receivables from Related Parties 30 June 2025 31 December 2024
Trade receivables from related parties (Note 22) 17,455,651 16,942,410
17,455,651 16,942,410
Other Trade Receivables 30 June 2025 31 December 2024
Trade receivables 9,200,288 8,719,974
Provision for expected credit loss (133,916) (111,161)
9,066,372 8,608,813
Total Short-Term Trade Receivables 26,522,023 25,551,223

The movement table of the expected credit losses for the periods of 30 June 2025 and 2024 is as follows:

1 January 1 January
30 June 2025 30 June 2024
Opening balance (111,161) (102,625)
Charge for the period (29,191) (5,877)
Cancelled provision amount - 9,086
Inflation effect 16,035 19,963
Foreign currency translation differences (9,599) (4,802)
Closing balance (133,916) (84,255)
Short-Term Trade Payables 30 June 2025 31 December 2024
Trade payables to related parties (Note 22) 3,224,387 3,629,965
Trade payables 6,805,318 8,350,685
10,029,705 11,980,650
8.
OTHER RECEIVABLES AND PAYABLES
Other Receivables 30 June 2025 31 December 2024
Non-trade receivables from related parties (Note 22) 2,213,936 2,319,979
Short-term other receivables 437,480 776,537
2,651,416 3,096,516
Other Short-Term Receivables 30 June 2025 31 December 2024
VAT Receivables 317,854 658,113
Deposits and guarantees given 93,537 45,846
Receivables from personnel 13,080 13,395
Insurance claims receivables - 50,563
Other 13,009 8,620
437,480 776,537
Other Payables 30 June 2025 31 December 2024
Other short-term payables 2,301 10,279
2,301 10,279

(Amounts on tables expressed in thousands of Turkish Lira ("TL") in terms of the purchasing power of TL as at 30 June 2025, unless otherwise stated.)

9. DERIVATIVE INSTRUMENTS

In order to hedge the currency risk in parallel with the repayment schedule of the syndicated loan amounting to EUR 196,219,265 and the EBRD loan amounting to EUR 75,000,000 used on 20 April 2023, the Group carried out a Cross Currency Fixed Interest Swap transaction worth a total of EUR 150,000,000 on 23 March 2023, 4 April 2023, 15 June 2023 and 10 July 2023. The Group has also entered into Cross Currency Fixed Interest Rate Swap transactions on 6 August 2024 and 26 August 2024 with a total amount of USD 150,000,000 in order to hedge against foreign currency risk in parallel with the payment schedule of USD 550,000,000 bonds issued on 8 July 2024 with a maturity of 7 years, coupon payments every 6 months, principal and coupon payments at maturity and fixed annual interest rate of 7.88%. These transactions are recognized as cash flow hedges in the accompanying consolidated financial statements.

As of 30 June 2025 and 31 December 2024, derivative instruments are as follows:

30 June 2025 31 December 2024
Contract
Amount
Fair Value
Asset/(Liability)
Contract
Amount
Fair Value
Asset/(Liability)
For hedging purposes
Cross Currency Fixed Rate Swaps 12,952,230 2,003,114 12,603,672 1,035,105
For trading purposes
Forward Transactions 8,855,406 26,350 3,619,917 (526,848)
Total Asset/(Liability) 21,807,636 2,029,464 16,223,589 508,257

10. INVENTORIES

Details of inventory are as follows:

30 June 2025 31 December 2024
Raw materials 17,329,380 7,771,960
Work in progress 1,025,316 681,260
Finished goods 4,461,773 4,644,068
Trade goods 290,588 285,822
Other inventories 617,305 605,259
Allowance for impairment on inventory (-) (153,250) (185,079)
23,571,112 13,803,290

Inventories are presented on the cost values and provision has been made for the impaired inventories.

The movement of allowance for impairment on inventory for the periods ended on 30 June 2025 and 2024 are below;

1 January
30 June 2025
1 January
30 June 2024
Opening balance (185,079) (221,530)
Charge for the period (12,443) (8,681)
Write-offs 37,313 2,138
Foreign currency translation differences 6,959 28,959
Closing balance (153,250) (199,114)

(Amounts on tables expressed in thousands of Turkish Lira ("TL") in terms of the purchasing power of TL as at 30 June 2025, unless otherwise stated.)

11. PROPERTY, PLANT AND EQUIPMENT

Movement of property, plant and equipment assets between 1 January - 30 June 2025 is as follows:

Foreign
Currency
Translation
Cost 1 January 2025 Addition Disposal Transfer Differences 30 June 2025
Land 9,417,680 3,026 - - (1,915) 9,418,791
Buildings 16,562,216 30,279 - 30,868 (42,012) 16,581,351
Machinery, plant and equipment 31,784,828 129,927 (16,720) 827,151 (135,055) 32,590,131
Vehicles 94,860 - - - (851) 94,009
Furniture and fixture 1,589,684 38,596 (4,262) 30,362 (12,714) 1,641,666
Leasehold improvements 613,071 1,741 (806) 574 (42) 614,538
Other property, plant and equipment 757 2,189 (36,681) 36,874 (10) 3,129
Construction in progress 1,074,178 295,043 (6,223) (930,225) (29,198) 403,575
61,137,274 500,801 (64,692) (4,396) (221,797) 61,347,190
Foreign
Charge Currency
for the Translation
Accumulated depreciation 1 January 2025 Period Disposal Transfer Differences 30 June 2025
Buildings (10,939,573) (178,303) - - 26,560 (11,091,316)
Machinery, plant and equipment (21,341,986) (801,845) 9,580 - 100,029 (22,034,222)
Vehicles (79,351) (2,754) - - 577 (81,528)
Furniture and fixture (1,106,645) (62,794) 2,867 - 6,471 (1,160,101)
Leasehold improvements (534,737) (13,990) 723 - 43 (547,961)
Other property, plant and equipment - (55) - - - (55)
(34,002,292) (1,059,741) 13,170 - 133,680 (34,915,183)
Net Book Value 27,134,982 26,432,007

Depreciation and amortization expenses of property, plant and equipment and intangible assets amounted to TL 1,024,001 thousand (30 June 2024: TL 1,003,249 thousand) to cost of goods sold, TL 4,105 thousand (30 June 2024: TL 4,195 thousand) to research and development expenses, TL 9,559 thousand (30 June 2024: TL 12,603 thousand ) is included in marketing and sales expenses, TL 28,330 thousand (30 June 2024: TL 27,043 thousand) is included in general administrative expenses. The Group has not made any lease purchases during the six-month period ending as of 30 June 2025. As of 30 June 2025, there are no property, plant and equipment subject to mortgage or pledge.

(Amounts on tables expressed in thousands of Turkish Lira ("TL") in terms of the purchasing power of TL as at 30 June 2025, unless otherwise stated.)

11. PROPERTY, PLANT AND EQUIPMENT (cont'd)

Movement of property, plant and equipment between 1 January - 30 June 2024 is as follows:

Foreign
Currency
Translation
Cost 1 January 2024 Addition Disposal Transfer Differences 30 June 2024
Land 9,376,665 - - - (74,974) 9,301,691
Buildings 14,423,858 17,967 - 7,465 (303,045) 14,146,245
Machinery, plant and equipment 32,118,740 134,357 (43,179) 29,816 (997,014) 31,242,720
Vehicles 101,481 1,684 (1,236) - (5,862) 96,067
Furniture and fixture 1,465,148 35,861 (5,445) 11,169 (75,153) 1,431,580
Leasehold improvements 593,120 16,417 - - (1,769) 607,768
Other property, plant and equipment 751 - - - - 751
Construction in progress 925,279 646,444 (19,069) (49,113) (27,407) 1,476,134
59,005,042 852,730 (68,929) (663) (1,485,224) 58,302,956
Foreign
Charge Currency
for the Translation
Accumulated depreciation 1 January 2024 Period Disposal Transfer Differences 30 June 2024
Buildings (9,250,067) (159,453) - (5,748) 115,730 (9,299,538)
Machinery, plant and equipment (20,683,021) (802,487) 38,785 5,748 565,414 (20,875,561)
Vehicles (82,160) (2,933) 1,236 - 4,323 (79,534)
Furniture and fixture (1,071,288) (57,574) 2,638 - 53,170 (1,073,054)
Leasehold improvements (503,484) (16,765) - - 1,599 (518,650)
Other property, plant and equipment (528) (16) - - - (544)
(31,590,548) (1,039,228) 42,659 - 740,236 (31,846,881)
Net Book Value 27,414,494 26,456,075

As at 30 June 2024, the Group has not made any purchases in the six-month period. As of 30 June 2024, there are no property, plant and equipment subject to mortgage or pledge.

The estimated useful lives of property, plant and equipment are as follows:

Useful Life
Buildings 25 - 50 years
Machinery, plant and equipment 4 - 20 years
Vehicles 4 - 10 years
Other property, plant and equipment 4 - 10 years
Furniture and fixtures 3 - 10 years
Leasehold improvements During rent period

The Group has chosen the revaluation model from the application methods in TAS 16 regarding the representation of the lands and buildings with their fair values. Land and buildings were revalued with "peer comparison" and the most appropriate one from "the cost approach" technique on 14 February 2025. The revaluation was performed by Denge Gayrimenkul Değerleme ve Danışmanlık A.Ş. authorized by Capital Markets Board. Properties were accounted on 31 December 2024 financial statements based on their fair values. The frequency of revaluations depends on the changes in the fair values of the properties. If there is significant change at the fair value, revaluation is performed. If not, properties are only subject to periodical revaluation.

(Amounts on tables expressed in thousands of Turkish Lira ("TL") in terms of the purchasing power of TL as at 30 June 2025, unless otherwise stated.)

12. GOODWILL

30 June 2025 30 June 2024
Opening balance 2,573,762 3,147,264
Foreign currency translation differences 139,685 (354,889)
Closing balance 2,713,447 2,792,375

Breakdown of goodwill is as follows:

Company 30 June 2025 31 December 2024
UI Mena B.V. 2,610,130 2,475,763
pladis Arabia International Manufacturing Company 103,317 97,999
2,713,447 2,573,762

UI Mena B.V.

Yıldız Holding A.Ş. acquired pladis (UK) Limited as of 3 November 2014. Goodwill accounted at Yıldız Holding's financial statement related with UI MENA operations is accounted in Ülker Bisküvi's consolidated financial statement by restating prior years.

pladis Arabia International Manufacturing Company

Yıldız Holding A.Ş. acquired pladis Arabia International Manufacturing Company as of 3 November 2014. The goodwill carried in the financial statements of Yıldız Holding in relation to pladis Arabia International Manufacturing Company has been transferred to the consolidated financial statements of Ülker Bisküvi by restating the prior periods' consolidated financial statements.

(Amounts on tables expressed in thousands of Turkish Lira ("TL") in terms of the purchasing power of TL as at 30 June 2025, unless otherwise stated.)

13. INTANGIBLE ASSETS

Movements of intangible assets between 1 January - 30 June 2025 are as follows:

Cost
Rights (*)
Other
1 January 2025
2,055,387
101,611
Addition
3,728
861
Transfer
47
4,349
Foreign
Currency
Translation
Differences
(40,643)
(991)
30 June 2025
2,018,519
105,830
2,156,998 4,589 4,396 (41,634) 2,124,349
Accumulated Amortization 1 January 2025 Charge for
the Period
Transfer Foreign
Currency
Translation
Differences
30 June 2025
Rights (88,236) (3,464) - 932 (90,768)
Other (89,522) (2,790) - 954 (91,358)
(177,758) (6,254) - 1,886 (182,126)
Net Book Value 1,979,240 1,942,223

Movements of intangible assets between 1 January - 30 June 2024 are as follows:

Foreign
Currency
Translation
Cost 1 January 2024 Addition Transfer Differences 30 June 2024
Rights (*) 2,489,091 4,110 663 (275,232) 2,218,632
Other 101,677 2,017 - (4,763) 98,931
2,590,768 6,127 663 (279,995) 2,317,563
Charge for Foreign
Currency
Translation
Accumulated Amortization 1 January 2024 the period Transfer Differences 30 June 2024
Rights (109,322) (5,089) - 21,053 (93,358)
Other (90,179) (2,773) - 4,191 (88,761)
(199,501) (7,862) - 25,244 (182,119)
Net Book Value 2,391,267 2,135,444

(*) As of 30 June 2025, TL 1,581,207 thousand (30 June 2024: TL 1,763,835 thousand) of rights consists of distributorship agreements for the products within the Group in Saudi Arabia, and Rana brand rights amounting to TL 326,266 thousand (30 June 2024: TL 335,757 thousand). Reclaimed rights are not amortized and have an indefinite life, but are tested for impairment at more frequent intervals each year or when changes in circumstances indicate that their value may have decreased. As of 30 June 2025, there is no impairment.

The intangible assets are amortized on a straight-line basis over their estimated useful lives.

Useful Life
Rights 2 years-Infinite life
Other intangible assets 2 -12 years

(Amounts on tables expressed in thousands of Turkish Lira ("TL") in terms of the purchasing power of TL as at 30 June 2025, unless otherwise stated.)

14. PROVISIONS, CONTINGENT ASSETS AND LIABILITIES

Guarantees Given

(Balances denominated in foreign currencies have been presented in their original currencies.)

30 June 2025 31 December 2024
TL USD EUR TL USD EUR
A) CPM's given in the name of own
legal personality (*) 243,050 25,354 337 231,529 25,354 337
B) CPM's given on behalf of the fully
consolidated companies - - 4,091 - - 7,664
C) CPM's given on behalf of third parties
for ordinary course of business - - - - - -
D) Total amount of other CPM's given
i. Total amount of CPM's given on behalf
of the majority shareholder - - - - - -
ii. Total amount of CPM's given on behalf
of the group companies which are not in
scope of B and C - - - - - -
iii. Total amount of CPM's given on behalf of
third parties which are not in scope of C - - - - - -
243,050 25,354 4,428 231,529 25,354 8,001

(*) TL 43.8 million and USD 5.8 million of the balance is related to non-cash risks.

The Company, Yıldız Holding A.Ş. and some Yıldız Holding Group companies, including Ülker Bisküvi's subsidiaries, Yıldız Holding A.Ş. and Yıldız Holding Group companies have signed syndicated loan agreements with some of the "Lenders" of their creditors.

As of 8 June 2018, Ülker Bisküvi subsidiaries' cash amounting to TL 592.7 million, EUR 10.1 million and USD 19.5 million, non-cash bank loans amounting to TL 140.1 million, USD 57 million and EUR 383 thousand, syndication together with Yıldız Holding A.Ş. level has been raised. There was no increase in the total debt burden of Ülker Bisküvi's subsidiaries due to the syndication loan. Ülker Bisküvi's subsidiaries became the guarantors of Yıldız Holding A.Ş. as of the date of loan utilization, limited to the total amount of bank credit risk to their respective banks.

(Amounts on tables expressed in thousands of Turkish Lira ("TL") in terms of the purchasing power of TL as at 30 June 2025, unless otherwise stated.)

15. REVENUE AND COST OF SALES

The detail of operating income is as follows:

1 January
30 June 2025
1 April
30 June 2025
1 January
30 June 2024
1 April
30 June 2024
Domestic sales (*) 48,227,219 21,132,488 45,586,436 18,884,780
Export sales 8,616,602 4,460,924 8,693,905 3,856,679
Sales returns and discounts (-) (5,204,268) (2,535,727) (4,909,657) (2,066,416)
Revenue 51,639,553 23,057,685 49,370,684 20,675,043
Cost of goods sold (35,108,035) (16,496,432) (33,247,105) (14,204,083)
Cost of trade goods sold (693,123) (279,853) (635,041) (154,402)
Cost of Sales (35,801,158) (16,776,285) (33,882,146) (14,358,485)
15,838,395 6,281,400 15,488,538 6,316,558

(*) Represents domestic sales in Türkiye and in countries where abroad subsidiaries are located.

16. EXPENSES BY NATURE

The detail of operating expenses is as follows:

1 January
30 June 2025
1 April
30 June 2025
1 January
30 June 2024
1 April
30 June 2024
General Administrative Expenses
Operating expenses (510,529) (231,555) (513,621) (246,388)
Personnel expenses (501,168) (237,093) (418,694) (132,106)
Consultancy expenses (80,647) (46,930) (82,168) (38,514)
Depreciation and amortization expenses (28,330) (14,542) (27,043) (14,174)
Other (223,997) (114,536) (204,445) (110,173)
(1,344,671) (644,656) (1,245,971) (541,355)
Marketing Expenses
Marketing operating expenses (4,873,783) (2,067,615) (4,188,011) (1,863,499)
Personnel expenses (784,825) (371,497) (596,280) (182,291)
Rent expenses (83,205) (29,672) (109,812) (45,718)
Depreciation and amortization expenses (9,559) (4,157) (12,603) (6,387)
Other (340,222) (172,011) (294,994) (115,992)
(6,091,594) (2,644,952) (5,201,700) (2,213,887)
Research and Development Expenses
Personnel expenses (152,601) (74,251) (120,125) (57,060)
Operating and materials expenses (70,871) (31,669) (57,148) (17,698)
Depreciation and amortization expenses (4,105) (2,038) (4,195) (2,114)
Other (54,823) (25,717) (24,857) (15,827)
(282,400) (133,675) (206,325) (92,699)

(Amounts on tables expressed in thousands of Turkish Lira ("TL") in terms of the purchasing power of TL as at 30 June 2025, unless otherwise stated.)

17. FINANCIAL INCOME

1 January
30 June 2025
1 April
30 June 2025
1 January
30 June 2024
1 April
30 June 2024
Foreign exchange gains - - 65,404 46,611
Other 2,531 1,255 3,140 1,516
2,531 1,255 68,544 48,127

18. FINANCIAL EXPENSES

1 January 1 April 1 January 1 April
30 June 2025 30 June 2025 30 June 2024 30 June 2024
Foreign exchange losses (8,317,321) (4,268,131) (4,381,809) (1,371,930)
Interest expenses (2,801,963) (1,447,688) (3,123,025) (1,543,994)
Other (520,622) (158,324) (376,005) (257,652)
(11,639,906) (5,874,143) (7,880,839) (3,173,576)

19. NET MONETARY POSITION GAINS/(LOSSES)

The details of the Company's net monetary position gains/(losses) in accordance with TAS 29 as of 30 June 2025 are as follows:

Non-Monetary Items 30 June 2025
Financial statements items 28,982
Inventories 1,080,810
Prepaid expenses (26,972)
Financial investments and subsidiaries 2,400,330
Property, plant and equipment 2,809,222
Intangible assets 2,556
Deferred tax assets/liabilities (162,485)
Paid-in Capital (2,539,313)
Share issued premium 484,534
Other accumulated comprehensive income and expenses
not to be classified to profit or loss 196,170
Other accumulated comprehensive income and expenses
to be classified to profit or loss 234,933
Restricted reserves appropriated from profit (596,566)
Prior years' profit (3,854,237)
Statement of profit or loss items 1,539,730
Revenue (2,232,078)
Cost of sales 3,215,931
Research and development expenses 14,662
Marketing expenses 215,451
General administrative expenses 49,037
Other income/expenses from operating activities (32,747)
Income/expenses from investing activities (256,962)
Finance income/expenses 551,935
Tax expense 14,501
Net monetary position gains 1,568,712

(Amounts on tables expressed in thousands of Turkish Lira ("TL") in terms of the purchasing power of TL as at 30 June 2025, unless otherwise stated.)

20. TAX ASSET AND LIABILITIES

The Group recognizes deferred tax assets and liabilities for temporary timing differences arising from the differences between the tax base legal financial statements and the financial statements prepared in accordance with TFRS. These differences are generally due to the fact that some income and expense items are included in different periods in tax base financial statements and financial statements prepared in accordance with TFRS, and these differences are stated below.

The corporate tax rate in Türkiye is 25% as of 30 June 2025 (31 December 2024: 25%). The corporate tax rate is applied to the net corporate income obtained by adding expenses that are not deductible according to the tax laws to the trade income of the corporations and deducting the exemptions and discounts included in the tax laws.

The tax rates used in the calculation of the Group's deferred tax assets and liabilities are 25% in Türkiye (2024: 25%), 20% for its subsidiaries in Saudi Arabia and Kazakhstan (2024: 20%), subsidiaries in Egypt. 22.5% for its subsidiaries (2024: 22.5%), 10% for its subsidiary located in Kyrgyzstan (2024: 10%), 15% for its subsidiary located in Uzbekistan (2024: 15%), zero for its subsidiary located in the United Arab Emirates (2024: zero).

Timing differences that form the basis for deferred tax:

30 June
2025
31 December
2024
30 June
2025
31 December
2024
Amortization differences of property, plant
and equipment and intangible assets - - 13,423,001 12,099,307
Financial investments valuation differences (7,533,174) (9,193,442) - -
Inventories (297,343) - - 80,892
Provision for severance pay (1,581,194) (1,475,707) - -
Provision for expected credit losses (153,946) (111,161) - -
Provision for lawsuits (25,455) (34,169) - -
Derivative instruments - - 2,029,464 508,257
Provision for accumulated unused vacation (203,219) (162,324) - -
Other (1,283,089) (791,692) 508,148 609,330
(11,077,420) (11,768,495) 15,960,613 13,297,786

Deferred tax calculated on timing differences that form the basis of deferred tax is as follows:

30 June
2025
31 December
2024
30 June
2025
31 December
2024
Amortization differences of property, plant
and equipment and intangible assets - - 2,960,975 2,654,507
Financial investments valuation differences (960,342) (1,139,653) - -
Inventories (74,336) - - 20,223
Provision for severance pay (395,299) (368,926) - -
Provision for expected credit losses (38,487) (27,791) - -
Provision for lawsuits (6,374) (8,542) - -
Derivative instruments - - 507,366 127,064
Provision for accumulated unused vacation (50,805) (40,582) - -
Other (373,234) (259,146) 127,037 152,332
(1,898,877) (1,844,640) 3,595,378 2,954,126

(Amounts on tables expressed in thousands of Turkish Lira ("TL") in terms of the purchasing power of TL as at 30 June 2025, unless otherwise stated.)

20. TAX ASSETS AND LIABILITIES (cont'd)

Movement of Deferred Tax Liabilities:

1 January
30 June 2025
1 January
30 June 2024
Opening balance 1,109,486 (1,017,353)
Netted tax from funds reflected in equity (97,238) (394,720)
Foreign currency translation differences (122,539) 402,753
Deferred tax expense 806,792 1,598,447
Closing balance 1,696,501 589,127

Corporate tax

The Company and its subsidiaries located in Türkiye are subject to corporate tax valid in Türkiye. Necessary provisions have been made in the accompanying consolidated financial statements for the estimated tax liabilities of the Group regarding the current period operating results.

The corporate tax rate to be accrued on taxable corporate income is calculated over the remaining tax base after adding the non deductible expenses from the tax base in the determination of the commercial profit and deducting the tax-exempt earnings, non taxable incomes and other deductions (previous year losses, if any, and investment discounts used if preferred). The tax rate applied on 30 June 2025 is 25% (2024: 25%).

In Türkiye, provisional tax is calculated and accrued on a quarterly basis. During the taxation of the corporate earnings for the year of 2025, as of the temporary tax periods, the provisional tax rate to be calculated over the corporate earnings is 25% (2024: 25%).

Losses can be carried forward for a maximum of 5 years, to be deducted from taxable profits in future years. However, the losses incurred cannot be deducted retrospectively from the profits of previous years.

There is no definitive and definitive agreement procedure regarding tax assessment in Türkiye. Companies prepare their tax returns between 1-25 April of the year following the closing period of the relevant year (between 1-25 of the fourth month following the closing of the period for those with a special accounting period). These declarations and the accounting records based on them can be reviewed and changed by the Tax Authority within 5 years.

The tax legislation in Türkiye does not allow to file a consolidated tax return. Therefore, the tax provision in the consolidated financial statements has been calculated separately for each company.

The corporate tax in Egypt, where pladis Egypt for Food Industries S.A.E and pladis Egypt for Trading and Marketing S.A.E, subsidiaries of the Group is 22.5% (2024: 22.5%). The corporate tax in Saudi Arabia, where the Group's subsidiaries pladis Arabia Food Manufacturing Company and pladis Arabia International Manufacturing Company operate, is 20% (2024: 20%). The corporate tax rate in Kazakhstan, where pladis Kazakhstan, one of the Group's subsidiaries, operates, is 20% (2024: 20%). The corporate tax rate in Kyrgyzstan, where Ülker Star LLC, a subsidiary of the Group, is 10% (2024: 10%).The corporate tax rate in Uzbekistan, where pladis Confectionery, one of the Group's subsidiaries, operates, is 15% (2024: 15%). In United Arab Emirates, where pladis Gulf FZE, a subsidiary of the Group, is exempt from corporate tax earnings (2024: Exempt).

On 2 August 2024, the Government of Türkiye, where the parent company was established, enacted the Second Pillar income tax legislation, effective from 1 January 2024. According to the legislation, the parent company will be required to pay additional tax on the profits of its subsidiaries taxed at an effective tax rate below 15% in Türkiye. The Group has no additional tax liability in accordance with the relevant legislation.

(Amounts on tables expressed in thousands of Turkish Lira ("TL") in terms of the purchasing power of TL as at 30 June 2025, unless otherwise stated.)

20. TAX ASSETS AND LIABILITIES (cont'd)

Income withholding tax

In addition to corporate tax, income tax withholding should be calculated separately on dividends, excluding those distributed to full-fledged corporations and foreign companies' branches in Türkiye, which receive dividends in case of distribution and declare these dividends by including them in corporate income. Income tax withholding was applied as 10% in all companies between 24 April 2003 and 22 July 2006. This rate has been applied as 15% as of 22 July 2006, with the Council of Ministers Decision No. 2006/10731. Dividends that are not distributed and added to the capital are not subject to income tax withholding.

As of 30 June 2025 and 31 December 2024, the tax provisions are as follows:

30 June 2025 31 December 2024
Total tax provision (327,470) (732,978)
Prepaid taxes and legal liabilities 103,000 422,313
Taxation in the balance sheet (224,470) (310,665)
1 January 1 January
30 June 2025 30 June 2024
Current year corporate tax expense 327,470 617,611
Deferred tax income 806,792 1,598,447
Tax expense in the income statements 1,134,262 2,216,058

21. EARNINGS PER SHARE

The weighted average of Company shares and earnings per unit share calculations for the periods of 30 June 2025 and 2024 are as follows:

1 January
30 June 2025
1 January
30 June 2024
Weighted average number of common stock outstanding 36,927,600 36,927,600
Net profit for the period attributable to equity holders of the parent 3,279,913 4,875,008
Earnings per Share (TL 1 worth of shares) 8.88 13.20

(Amounts on tables expressed in thousands of Turkish Lira ("TL") in terms of the purchasing power of TL as at 30 June 2025, unless otherwise stated.)

22. RELATED PARTY DISCLOSURES

The detail of receivables from related parties is as follows:

30 June 2025 31 December 2024
Trade receivables 17,455,651 16,942,410
Non-trade receivables 2,213,936 2,319,979
19,669,587 19,262,389

The detail of trade and non-trade receivables is as follows:

30 June 2025
31 December 2024
Non Non
Trade trade Trade trade
Pasifik Tüketim Ürünleri Satış ve Tic. A.Ş. 9,830,670 - 9,382,301 -
Horizon Hızlı Tük. Ür. Paz. Sat. ve Tic. A.Ş. 5,713,070 - 5,428,893 -
G2MEKSPER Satış ve Dağıtım Hizmetleri A.Ş. 989,031 - 981,869 -
Yeni Teközel Markalı Ürünler Dağıtım Hizmetleri A.Ş. 455,173 - 596,313 -
Yıldız Holding A.Ş. - 2,213,936 - 2,319,979
Other 467,707 - 553,034 -
17,455,651 2,213,936 16,942,410 2,319,979

The Group's trade receivables from related parties mainly arise from Horizon Hızlı Tüketim Ürünleri Pazarlama Satış ve Tic. A.Ş. and Pasifik Tük. Ürün. Satış ve Tic A.Ş those make the sale and distribution of products throughout Türkiye.

The detail of payables to related parties is as follows:

30 June 2025 31 December 2024
Trade payables 3,224,387 3,629,965
3,224,387 3,629,965

The detail of trade payables is as follows:

30 June 2025 31 December 2024
Trade Trade
Yıldız Holding A.Ş. 1,812,941 1,818,721
Marsa Yağ San. ve Tic. A.Ş. 580,636 599,881
pladis (UK) Limited 575,614 453,057
Kerevitaş Gıda San. ve Tic. A.Ş. 49,907 39,834
Adapazarı Şeker Fabrikası A.Ş. - 496,085
Other 205,289 222,387
3,224,387 3,629,965

(Amounts on tables expressed in thousands of Turkish Lira ("TL") in terms of the purchasing power of TL as at 30 June 2025, unless otherwise stated.)

22. RELATED PARTY DISCLOSURES (cont'd)

The detail of purchases from and sales to related parties is as follows:

1 January
30 June
2025 1
April
30 June
2025 1 January
30 June 2024
1 April
30 June 2024
Purchases Sales Purchases Sales Purchases Sales Purchases Sales
Marsa Yağ San. ve Tic. A.Ş. 2,167,702 - 1,013,844 - 2,553,484 - 1,197,978 -
pladis (UK) Limited 1,082,280 15,266 169,782 8,854 419,014 2,309 76,553 -
Adapazarı Şeker Fabrikası A.Ş. 368,563 - 90,995 - 89,999 - 23,544 -
Kerevitaş Gıda San. ve Tic. A.Ş. 166,320 - 87,558 - 227,453 - 20,777 -
G2MEKSPER Satış ve Dağıtım Hizmetleri A.Ş. 13,159 1,315,023 5,672 492,096 12,681 1,290,460 6,303 604,255
Horizon Hızlı Tük. Ür. Paz. Sat. ve Tic. A.Ş. - 15,880,908 - 7,541,556 - 14,826,715 - 5,881,299
Pasifik Tüketim Ürünleri Satış ve Tic. A.Ş. - 16,413,126 - 6,348,724 - 14,350,735 - 6,044,666
Yeni Teközel Markalı Ürünler Dağıtım Hizmetleri A.Ş. - 1,314,006 - 498,386 - 1,602,011 - 631,848
Other 269,403 606,953 132,581 227,230 230,546 638,040 109,587 252,658
Total 4,067,427 35,545,282 1,500,432 15,116,846 3,533,177 32,710,270 1,434,742 13,414,726

The Group mainly acquires raw materials from Kerevitaş Gıda San. ve Tic. A.Ş and Marsa Yağ San. ve Tic. A.Ş., which produces vegetable oil and margarine and acquires from Adapazarı Şeker Fabrikası A.Ş. which produces sugar. The major part of the Group's sales are made to Horizon Hızlı Tüketim Ürünleri Pazarlama Satış ve Tic. A.Ş. and Pasifik Tüketim Ürünleri Satış ve Tic. A.Ş. companies that carry out sales and distribution throughout Türkiye.

(Amounts on tables expressed in thousands of Turkish Lira ("TL") in terms of the purchasing power of TL as at 30 June 2025, unless otherwise stated.)

22. RELATED PARTY DISCLOSURES (cont'd)

The details of interest, rent and similar other services balances paid to and received from related parties are as follows:

For the six-months period ended 30 June 2025:

Rent
Income/(Expense)
Net
Service
Income/(Expense)
Net
Interest and
Foreign Exchange
Income/(Expense)
Net
Yıldız Holding A.Ş. (224) (1,533,885) 338,248
pladis Foods Limited - (526,273) (2,463)
İzsal Gayrimenkul Geliştirme A.Ş. (6,344) (130,534) (481)
pladis (UK) Limited - (82,375) (133,913)
Horizon Hızlı Tük. Ür. Paz. Sat. ve Tic. A.Ş. (135) (42,081) 327,700
Pasifik Tüketim Ürünleri Satış ve Tic. A.Ş. 133 (22,439) 885,643
Other 24 (95,008) (60,124)
(6,546) (2,432,595) 1,354,610

For the three-month period between 1 April - 30 June 2025:

Rent
Income/(Expense)
Net
Service
Income/(Expense)
Net
Interest and
Foreign Exchange
Income/(Expense)
Net
Yıldız Holding A.Ş. (111) (702,398) 168,330
pladis Foods Limited - (270,505) (3,463)
İzsal Gayrimenkul Geliştirme A.Ş. (3,238) (63,309) (475)
pladis (UK) Limited - (53,067) (59,397)
Horizon Hızlı Tük. Ür. Paz. Sat. ve Tic. A.Ş. 2 (13,399) 212,460
Pasifik Tüketim Ürünleri Satış ve Tic. A.Ş. 66 (10,379) 517,333
Other 12 (46,075) (22,822)
(3,269) (1,159,132) 811,966

(Amounts on tables expressed in thousands of Turkish Lira ("TL") in terms of the purchasing power of TL as at 30 June 2025, unless otherwise stated.)

22. RELATED PARTY DISCLOSURES (cont'd)

For the six-months period ended 30 June 2024:

Rent
Income/(Expense)
Net
Service
Income/(Expense)
Net
Interest and
Foreign Exchange
Income/(Expense)
Net
Yıldız Holding A.Ş. (193) (1,411,746) (20,405)
pladis Foods Limited - (585,209) 898
İzsal Gayrimenkul Geliştirme A.Ş. (5,171) (117,101) 124
pladis (UK) Limited - (83,099) (10,624)
Horizon Hızlı Tük. Ür. Paz. Sat. ve Tic. A.Ş. - (23,936) 103,700
Pasifik Tüketim Ürünleri Satış ve Tic. A.Ş. 116 (6,499) 176,170
Other 181 (95,420) 59,768
(5,067) (2,323,010) 309,631

For the three-month period between 1 April - 30 June 2024:

Rent
Income/(Expense)
Net
Service
Income/(Expense)
Net
Interest and
Foreign Exchange
Income/(Expense)
Net
Yıldız Holding A.Ş. (93) (606,337) (191,478)
pladis Foods Limited - (283,052) 434
İzsal Gayrimenkul Geliştirme A.Ş. (2,467) (59,190) 43
pladis (UK) Limited - (39,365) (6,784)
Pasifik Tüketim Ürünleri Satış ve Tic. A.Ş. 56 57,609 129,250
Horizon Hızlı Tük. Ür. Paz. Sat. ve Tic. A.Ş. - 26,488 66,977
Other 13 (45,996) 59,664
(2,491) (949,843) 58,106

Benefits provided to members of Board of Directors and key management personnel:

30 June 2025 30 June 2024
Salaries and other short-term benefits 298,560 424,336
298,560 424,336

(Amounts on tables expressed in thousands of Turkish Lira ("TL") in terms of the purchasing power of TL as at 30 June 2025, unless otherwise stated.)

23. NATURE AND LEVEL OF RISKS DERIVED FROM FINANCIAL INSTRUMENTS

Foreign currency risk management

Transactions in foreign currencies expose the Group to foreign currency risk.

The Group is exposed to exchange rate risk due to changes in the exchange rates used in the conversion of foreign currency assets and liabilities into Turkish Lira. Currency risk arises due to future commercial transactions and the difference between recorded assets and liabilities. In this framework, the Group controls this risk with a natural method that occurs by netting foreign currency assets and liabilities. The Management analyzes and monitors the Group's foreign currency position and ensures that measures are taken when necessary. The Group is exposed to currency risk mainly in USD, EUR, GBP and CHF.

The distribution of the Group's monetary and non-monetary assets in foreign currency and monetary and non-monetary liabilities as of the balance sheet date is as follows:

30 June 2025
TL Equivalent USD EUR GBP CHF
1. Trade Receivables 5,210,190 95,950 28,421 1,332 -
2a. Monetary Financial Assets 28,584,851 605,423 96,557 443 10
2b. Non-Monetary Financial Assets - - - - -
3. Other 314,238 1,034 5,360 36 430
4. CURRENT ASSETS 34,109,279 702,407 130,338 1,811 440
5. Trade Receivables - - - - -
6a. Monetary Financial Assets - - - - -
6b. Non-Monetary Financial Assets - - - - -
7. Other - - - - -
8. NON-CURRENT ASSETS - - - - -
9. TOTAL ASSETS 34,109,279 702,407 130,338 1,811 440
10. Trade Payables 2,020,230 33,335 9,502 4,150 542
11. Financial Liabilities 44,171,495 305,062 687,618 - -
12a. Other Monetary Financial Liabilities 822 16 4 - -
12b. Other Non-monetary Financial Liabilities 16,222 210 169 - -
13. CURRENT LIABILITIES 46,208,769 338,623 697,293 4,150 542
14. Trade Payables - - - - -
15. Financial Liabilities 20,879,282 525,387 - - -
16a. Other Monetary Financial Liabilities - - - - -
16b. Other Non-monetary Financial Liabilities - - - - -
17. NON-CURRENT LIABILITIES 20,879,282 525,387 - - -
18. TOTAL LIABILITIES 67,088,051 864,010 697,293 4,150 542
19. Net Assets of Off Statement of
Financial Position (19a-19b) 21,807,636 150,000 340,000 - -
19a. Net Assets of Off Statement of
Financial Position 21,807,636 150,000 340,000 - -
19b. Net Liabilities of Off Statement of
Financial Position - - - - -
20. Net Foreign Currency Asset /
(Liability) Position (9-18+19) (11,171,136) (11,603) (226,955) (2,339) (102)
21. Monetary Items Net Foreign Currency
Asset/(Liability) Position
(1+2a+5+6a-10-11-12a-14-15-16a) (33,276,788) (162,427) (572,146) (2,375) (532)
22. Total Fair Value of Financial Instruments
Used to Hedge the Foreign Currency Position 2,029,464 8,509 36,288 - -

(Amounts on tables expressed in thousands of Turkish Lira ("TL") in terms of the purchasing power of TL as at 30 June 2025, unless otherwise stated.)

23. NATURE AND LEVEL OF RISKS ARISING FROM FINANCIAL INSTRUMENTS (cont'd)

Foreign currency risk management (cont'd)

31 December 2024
TL Equivalent USD EUR GBP CHF
1. Trade Receivables 5,679,883 93,345 40,961 1,576 13
2a. Monetary Financial Assets 29,642,146 587,325 127,289 173 31
2b. Non-Monetary Financial Assets - - - - -
3. Other 1,738,909 291 39,908 31 326
4. CURRENT ASSETS 37,060,938 680,961 208,158 1,780 370
5. Trade Receivables - - - - -
6a. Monetary Financial Assets - - - - -
6b. Non-Monetary Financial Assets - - - - -
7. Other - - - - -
8. NON-CURRENT ASSETS - - - - -
9. TOTAL ASSETS 37,060,938 680,961 208,158 1,780 370
10. Trade Payables 2,481,616 44,434 10,592 3,394 518
11. Financial Liabilities 17,539,532 271,415 148,555 - -
12a. Other Monetary Financial Liabilities 8,829 26 181 - -
12b. Other Non-monetary Financial Liabilities 11,418 167 106 - -
13. CURRENT LIABILITIES 20,041,395 316,042 159,434 3,394 518
14. Trade Payables - - - - -
15. Financial Liabilities 38,132,123 556,052 355,643 - -
16a. Other Monetary Financial Liabilities - - - - -
16b. Other Non-monetary Financial Liabilities - - - - -
17. NON-CURRENT LIABILITIES 38,132,123 556,052 355,643 - -
18. TOTAL LIABILITIES 58,173,518 872,094 515,077 3,394 518
19. Net Assets of Off Statement of
Financial Position (19a-19b) 16,223,589 150,000 234,456 - -
19a. Net Assets of Off Statement of
Financial Position 16,223,589 150,000 234,456 - -
19b. Net Liabilities of Off Statement of
Financial Position - - - - -
20. Net Foreign Currency Asset /
(Liability) Position (9-18+19) (4,888,991) (41,133) (72,463) (1,614) (148)
21. Monetary Items Net Foreign Currency
Asset/(Liability) Position
(1+2a+5+6a-10-11-12a-14-15-16a) (22,840,071) (191,257) (346,721) (1,645) (474)
22. Total Fair Value of Financial Instruments
Used to Hedge the Foreign Currency Position 508,257 (5,736) 17,367 - -

(Amounts on tables expressed in thousands of Turkish Lira ("TL") in terms of the purchasing power of TL as at 30 June 2025, unless otherwise stated.)

23. NATURE AND LEVEL OF RISKS ARISING FROM FINANCIAL INSTRUMENTS (cont'd)

The export and import amounts realized by the Group as of 30 June 2025 and 2024 are as follows:

1 January 1 January
30 June 2025 30 June 2024
Total exports 8,616,602 8,693,905
Total imports 23,385,429 9,665,848

Sensitivity to currency risk

The Group is exposed to currency risk mainly in USD and EUR. The table below shows the Group's sensitivity to 10% change in USD and EUR. The 10% rate used constitutes a logical bar for the company as it is limited to the 10% capital commitment limit. Sensitivity analyzes regarding the exchange rate risk that the Company is exposed to at the reporting date are determined according to the change at the beginning of the financial year and are kept constant throughout the reporting period. Negative amount represents the decrease effect of 10% increase in value of USD and EUR against TL on profit before tax.

30 June 2025
Income/Expense
30 June 2024
Income/Expense
Appreciation Depreciation Appreciation Depreciation
of foreign of foreign of foreign of foreign
currency currency currency currency
In case of 10% appreciation of USD against TL
1 - US Dollar net asset/liability (645,496) 645,496 (934,341) 934,341
2- Part of hedged from US Dollar risk (-) 596,112 (596,112) 465,479 (465,479)
3- US Dollar net effect (1+2) (49,384) 49,384 (468,862) 468,862
In case of 10% appreciation of EUR against TL
4 - Euro net asset/liability (2,666,624) 2,666,624 (1,469,843) 1,469,843
5 - Part of hedged from Euro risk (-) 1,584,652 (1,584,652) 725,839 (725,839)
6- Euro net effect (4+5) (1,081,972) 1,081,972 (744,004) 744,004
Total (3+6) (1,131,356) 1,131,356 (1,212,866) 1,212,866

(Amounts on tables expressed in thousands of Turkish Lira ("TL") in terms of the purchasing power of TL as at 30 June 2025, unless otherwise stated.)

24. FINANCIAL INSTRUMENTS

Classes and fair values of financial instruments

The fair value of financial assets and liabilities is determined as follows:

  • First level: Financial assets and liabilities are valued at stock prices traded in active markets for identical assets and liabilities.
  • Second level: Financial assets and liabilities are valued from the inputs used to find the directly or indirectly observable market price of the related asset or liability other than the market price specified at the first level.
  • Third level: Financial assets and liabilities are valued from inputs that are not based on market observable data used to determine the fair value of the asset or liability.

The level classifications of financial assets and liabilities shown at their fair values are as follows:

Financial assets Fair value hierarchy
as of reporting date
30 June 2025 Level 1 TL Level 2 TL Level 3 TL
Financial assets at fair value through
profit/loss
- Held for trading 6,021 6,021 - -
Financial assets at fair value through
comprehensive income statement
- Shares 5,593,308 - - 5,593,308
- Derivative instruments 2,029,464 - 2,029,464 -
Total 7,628,793 6,021 2,029,464 5,593,308
Financial assets 31 December 2024 Fair value hierarchy
as of reporting date
Level 1 TL Level 2 TL Level 3 TL
Financial assets at fair value through
profit/loss
- Held for trading 6,351 6,351 - -
Financial assets at fair value through
comprehensive income statement
- Shares 5,724,553 - - 5,724,553
- Derivative instruments 508,257 - 508,257 -
Total 6,239,161 6,351 508,257 5,724,553

The carrying value of the Eurobonds (Note 6) with a total nominal value of USD 550,000,000 and USD 225,222,000 and fixed interest rates issued by the Company to be traded on Dublin Euronext is TL 681,802 thousand below their fair value based on prices quoted in active markets (Level 1).

25. EVENTS AFTER THE BALANCE SHEET DATE

None.

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