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PENTA TEKNOLOJİ ÜRÜNLERİ DAĞITIM TİCARET A.Ş.
Interim / Quarterly Report • Aug 18, 2025
9057_rns_2025-08-18_ea1461f8-82d8-40d9-9b55-15d3eccec2e0.pdf
Interim / Quarterly Report
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PENTA TEKNOLOJİ ÜRÜNLERİ DAĞITIM TİCARET A.Ş.
CONVENIENCE TRANSLATION INTO ENGLISH OF THE 01.01.2025 - 30.06.2025 INTERIM REPORT
CONVENIENCE TRANSLATION INTO ENGLISH OF INDEPENDENT AUDITOR'S REVIEW REPORT ON SEMI-ANNUAL REPORT ORIGINALLY ISSUED IN TURKISH
To the General Assembly of Penta Teknoloji Ürünleri Dağıtım Ticaret A.Ş.
We have been assigned to the review whether the financial information in the review report of Penta Teknoloji Ürünleri Dağıtım Ticaret A.Ş. (the "Company") and its subsidiaries (collectively referred as the "Group") prepared as at 30 June 2025 is consistent with the reviewed interim condensed consolidated financial information. Management is responsible for the preparation of the semi-annual report. Our responsibility is to express a conclusion on whether the financial information provided in the semi-annual report is consistent with the reviewed interim condensed consolidated financial information on which we have expressed our conclusion dated 18 August 2025.
We conducted our review in accordance with the Standard on Review Engagements ("SRE") 2410 "Review on Interim Financial Information Performed by the Independent Auditor of the Entity". Our review includes the assessment as to whether the financial information included in the semi-annual report is consistent with the reviewed interim condensed consolidated financial statements and other explanatory notes. A review is substantially less in scope than an audit conducted in accordance with Independent Auditing Standards, the objective of which is to express an opinion on the financial statements. Consequently, a review on the semi-annual financial information does not provide assurance that the audit firm will be aware of all significant matters which would have been identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to conclude that the accompanying financial information included in the review report is not consistent, in all material respects, with the interim financial information and the information presented in the explanatory notes to interim condensed consolidated financial statements.
PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş.
Mert Tüten, SMMM Independent Auditor
Istanbul, 18 August 2025
TABLE OF CONTENTS
| 1. | GENERAL INFORMATION, CAPITAL AND SHAREHOLDERS STRUCTURE 2 | |
|---|---|---|
| 2. | BOARD OF DIRECTORS AND SENIOR EXECUTIVES3 | |
| 3. | SECTORAL DEVELOPMENTS AND ACTIVITIES IN THE REPORTING PERIOD 3 | |
| 4. | EVENTS AFTER THE REPORTING PERIOD4 | |
| 5. | SUMMARY OF FINANCIAL INDICATORS 4-5 | |
| 6. | ADMINISTRATIVE, LEGAL AND OTHER OPERATIONAL ISSUES 5 |
1. GENERAL INFORMATION, CAPITAL AND SHAREHOLDERS STRUCTURE
| Reporting Period | : 01.01.2025 – 30.06.2025 |
|---|---|
| Trade Name | : Penta Teknoloji Ürünleri Dağıtım Ticaret A.Ş. |
| Trade Registration Number | : 492652 |
| Head Office Address | : Dudullu Organize Sanayi Bölgesi 4. Cadde No : 1 34775 Ümraniye/İSTANBUL |
| Phone Number | : (0216) 528 00 00 |
| Fax Number | : (0216) 415 23 69 |
| E-mail Address | : [email protected], [email protected] |
| Website | : www.penta.com.tr, yatirimci.penta.com.tr |
Principal activities of Penta Teknoloji Ürünleri Dağıtım Ticaret A.Ş. ("Penta Teknoloji" or the "Company") are distribution of computer, hardware and software goods. The Company purchases the trade goods from domestic and foreign suppliers and distributes them mostly to its domestic customers via its sales network. Total number of the Company's employees is 357 as of June 30, 2025.
The capital and shareholder structure as of 30.06.2025 is given below. Group A shares, held by Gözde Girişim Sermayesi Yatırım Ortaklığı A.Ş. ("Gözde GSYO A.Ş.") are privileged shares and their only privilege is the privilege of nominating candidates for members of the Board of Directors.
| Shareholder | Share Group |
Share Capital (TL) |
Share Capital (%) |
|---|---|---|---|
| A | 106.418.079 | 27,04 | |
| Gözde GSYO A.Ş. | B | 20.335.752 | 5,17 |
| Mustafa Ergün | B | 38.377.971 | 9,75 |
| Mürsel Özçelik | B | 26.780.000 | 6,81 |
| Sinan Güçlü | B | 26.664.492 | 6,78 |
| Bülent Koray Aksoy | B | 25.296.778 | 6,43 |
| Other | B | 149.642.928 | 38,02 |
| Total Capital | 393.516.000 | 100,00 |
The details of subsidiaries are given below.
| Subsidiary Name | Place of Incorporation and Operation |
Proportion of Ownership |
|---|---|---|
| Commonwealth Finance Investment Ltd. | British Virgin Islands | 100,00% |
| Penta International B.V. | Netherlands | 100,00% |
2. BOARD OF DIRECTORS AND SENIOR EXECUTIVES
The Company is represented and managed by a 6-member Board of Directors, determined by the General Assembly. Most of the Board Members are non-executive members. Only one member is an executive member. Non-executive Board Members do not have any administrative duties in the Company, other than their Board memberships, and do not interfere in the Company's daily workflow and ordinary operations.
Members of the Board of Directors:
| Name | Title |
|---|---|
| Mehmet TÜTÜNCÜ | Chairman of the Board of Directors |
| Mürsel ÖZÇELİK | Vice Chairman of the Board of Directors (Executive Member) |
| Fahrettin Günalp ERTİK | Member of the Board of Directors |
| Erman KALKANDELEN | Member of the Board of Directors |
| Aytaç Saniye MUTLUGÜLLER | Independent Member of the Board of Directors |
| Fatma Pınar ILGAZ | Independent Member of the Board of Directors |
Authorization and Limitations of the Members of the Board of Directors:
In accordance with the Turkish Commercial Code ("TCC"), the Capital Markets Board regulations and the provisions of the Articles of Association; the Board of Directors is authorized to take all decisions except those that fall within the jurisdiction of the General Assembly.
However, if such matters fall within the scope of a significant transaction pursuant to the Capital Markets Board's Corporate Governance Principles regulation, action is taken within the framework required by the aforementioned regulation. The Corporate Governance Principles, which are mandatory to be implemented by the Capital Markets Board, are complied with.
Top Management of the Company:
| Name | Title |
|---|---|
| Mehmet Fatih ERÜNSAL | General Manager |
| Eren MANTAŞ | Chief Financial Officer |
| Yasemin BUDAK | Digital Transformation and Operations Director |
| Bülent KÖKEN | Sales Director |
| Arda SERİM | Business Development and Marketing Director |
3. SECTORAL DEVELOPMENTS AND ACTIVITIES IN THE REPORTING PERIOD
In the first half of 2025, net sales increased by approximately 10% in US dollar terms and approximately 30% in Turkish lira terms compared to the same period of the previous year, due to the increase in the exchange rate. During the same period, the company's pre-tax profit increased by approximately 28% in US dollar terms and approximately 52% in Turkish lira terms, due to the increase in the exchange rate.
4. EVENTS AFTER THE REPORTING PERIOD
On July 16, 2025, a three-month provisional concordat application filed by one of the Company's customers was accepted. As of that date, the total trade receivables amounted to approximately USD 1.9 million. Provisions will be made in the future period based on an assessment of the collection status.
5. SUMMARY OF FINANCIAL INDICATORS
Consolidated Balance Sheet as of 30 June 2025:
| (Turkish Lira) | (Turkish Lira) | (US Dollar) | (US Dollar) | |
|---|---|---|---|---|
| 30.06.2025 | 31.12.2024 | 30.06.2025 | 31.12.2024 | |
| Current Assets | 11.865.351.084 | 9.307.345.898 | 298.568.501 | 263.811.416 |
| Non-Current Assets | 595.005.141 | 464.532.252 | 14.972.148 | 13.166.902 |
| TOTAL ASSETS | 12.460.356.225 | 9.771.878.150 | 313.540.649 | 276.978.318 |
| 30.06.2025 | 31.12.2024 | 30.06.2025 | 31.12.2024 | |
| Current Liabilities | 8.388.509.167 | 6.218.864.125 | 211.080.531 | 176.270.160 |
| Non-Current Liabilities | 174.508.331 | 150.569.688 | 4.391.163 | 4.267.812 |
| Equity | 3.897.338.727 | 3.402.444.337 | 98.068.955 | 96.440.346 |
| TOTAL LIABILITIES AND EQUITY | 12.460.356.225 | 9.771.878.150 | 313.540.649 | 276.978.318 |
Consolidated Income Statement as of 1 January – 30 June 2025:
| (Turkish Lira) | (Turkish Lira) | (US Dollar) | (US Dollar) | |
|---|---|---|---|---|
| 01.01.2025 - | 01.01.2024 - | 01.01.2025 - | 01.01.2024 - | |
| 30.06.2025 | 30.06.2024 | 30.06.2025 | 30.06.2024 | |
| Revenue | 14.034.646.254 | 10.808.610.937 | 375.464.728 | 342.706.203 |
| Cost of Sales (-) | (13.040.258.971) | (10.044.234.445) | (348.862.180) | (318.470.289) |
| GROSS PROFIT | 994.387.283 | 764.376.492 | 26.602.548 | 24.235.914 |
| General Administrative Expenses (-) | (211.072.351) | (142.130.724) | (5.646.756) | (4.506.507) |
| Marketing, Sales and Distribution Expenses (-) | (378.063.961) | (238.745.341) | (10.114.233) | (7.569.845) |
| Other Income From Operating Activities | 6.193.655 | 8.058.844 | 165.697 | 255.520 |
| Other Expenses From Operating Activities (-) | (21.024.604) | (95.656.336) | (562.465) | (3.032.954) |
| OPERATING PROFIT | 390.420.022 | 295.902.935 | 10.444.791 | 9.382.128 |
| Income From Investing Activities | 19.976.000 | 27.890.946 | 534.412 | 884.332 |
| Finance Income | 36.071 | 88.152 | 965 | 2.795 |
| Finance Expenses (-) | (243.807.846) | (214.336.394) | (6.522.519) | (6.795.916) |
| PROFIT BEFORE TAX | 166.624.247 | 109.545.639 | 4.457.649 | 3.473.339 |
| Tax Expense From Continuing Operations (-) | (105.747.818) | (25.854.568) | (2.829.040) | (819.765) |
| Current Tax Expense (-) | (171.388.250) | (83.498.998) | (4.585.099) | (2.647.484) |
| Deferred Tax Income / (Expense) | 65.640.432 | 57.644.430 | 1.756.059 | 1.827.719 |
| PROFIT FOR THE YEAR | 60.876.429 | 83.691.071 | 1.628.609 | 2.653.574 |
5. SUMMARY OF FINANCIAL INDICATORS (CONT'D)
Financial Ratios:
| (Turkish Lira) 30.06.2025 |
(Turkish Lira) 30.06.2024 |
(US Dollar) 30.06.2025 |
(US Dollar) 30.06.2024 |
|
|---|---|---|---|---|
| Gross Profit Margin (%) | 7,1% | 7,1% | 7,1% | 7,1% |
| Operating Profit Margin (%) (*) | 2,9% | 3,5% | 2,9% | 3,5% |
| Net Profit Margin (%) | 0,4% | 0,8% | 0,4% | 0,8% |
| EBITDA Margin (%) | 3,6% | 3,9% | 3,6% | 3,9% |
(*) Before other income / expenses from operations.
6. ADMINISTRATIVE, LEGAL AND OTHER OPERATIONAL ISSUES
Related Party Transactions:
The amount of the sales and purchase transactions of the Company with the related parties is less than 1% of the Company's total sales. Details of transactions with related parties are included in note 4 of the consolidated financial statements report as of June 30, 2025.
Compensation of Key Management Personnel:
The key management personnel of the Company consist of board members, the general manager and the directors. The sum of wages and similar benefits paid to top management as of June 30, 2025 is TL 33.440.021.
Donations and Grants:
The amount of donations made as of 30 June 2025 is TL 19.286.100.
Other Issues:
No material lawsuits were filed against the Company during the period. There are no administrative and/or judicial sanctions against the Company and the members of the management. There has been no transaction or competition situation that may cause a conflict of interest with the company or its subsidiaries, of the shareholders holding the management dominance, the Members of the Board of Directors, senior managers and their spouses and close relatives including relatives-in-law up to the second degree.
