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9057_rns_2025-11-04_69280c3f-e323-4e26-9b51-0417e27c26ec.pdf

Quarterly Report

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PENTA TEKNOLOJİ ÜRÜNLERİ DAĞITIM TİCARET A.Ş.

CONVENIENCE TRANSLATION INTO ENGLISH OF THE 01.01.2025 - 30.09.2025 INTERIM REPORT

TABLE OF CONTENTS

4-5
GENERAL INFORMATION, CAPITAL AND SHAREHOLDERS STRUCTURE2
BOARD OF DIRECTORS AND SENIOR EXECUTIVES3
SECTORAL DEVELOPMENTS AND ACTIVITIES IN THE REPORTING PERIOD3
EVENTS AFTER THE REPORTING PERIOD4
SUMMARY OF FINANCIAL INDICATORS
ADMINISTRATIVE, LEGAL AND OTHER OPERATIONAL ISSUES5

1. GENERAL INFORMATION, CAPITAL AND SHAREHOLDERS STRUCTURE

Reporting Period : 01.01.2025 – 30.09.2025

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 354 as of September 30, 2025.

The capital and shareholder structure as of 30.09.2025 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 38.347.971 9,75
Mürsel Özçelik B 26.780.000 7,02
Sinan Güçlü B 26.509.492 6,84
Bülent Koray Aksoy B 24.039.864 6,81
Other B 151.084.842 37,37
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 9 months of 2025, net sales increased by approximately 11% in US dollar terms and approximately 33% 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 decreased by approximately 42% in US dollar terms and approximately 30% in Turkish lira terms, due to the impact of the exchange rate.

4. EVENTS AFTER THE REPORTING PERIOD

None.

5. SUMMARY OF FINANCIAL INDICATORS

Consolidated Balance Sheet as of 30 September 2025:

(Turkish Lira) (Turkish Lira) (US Dollar) (US Dollar)
30.09.2025 31.12.2024 30.09.2025 31.12.2024
Current Assets 12.126.788.024 9.307.345.898 292.163.887 263.811.416
Non-Current Assets 665.923.228 464.532.252 16.043.714 13.166.902
TOTAL ASSETS 12.792.711.252 9.771.878.150 308.207.601 276.978.318
30.09.2025 31.12.2024 30.09.2025 31.12.2024
Current Liabilities 8.516.270.172 6.218.864.125 205.177.710 176.270.160
Non-Current Liabilities 180.419.226 150.569.688 4.346.739 4.267.812
Equity 4.096.021.854 3.402.444.337 98.683.152 96.440.346

Consolidated Income Statement as of 1 January – 30 September 2025:

(Turkish Lira) (Turkish Lira) (US Dollar) (US Dollar)
01.01.2025 - 01.01.2024 - 01.01.2025 - 01.01.2024 -
30.09.2025 30.09.2024 30.09.2025 30.09.2024
Revenue 22.278.937.118 16.785.706.049 578.160.105 521.319.504
Cost of Sales (-) (20.715.846.465) (15.576.172.520) (537.596.381) (483.754.601)
GROSS PROFIT 1.563.090.653 1.209.533.529 40.563.724 37.564.903
General Administrative Expenses (-) (310.952.459) (206.409.901) (8.069.519) (6.410.544)
Marketing, Sales and Distribution Expenses (-) (560.076.486) (378.864.938) (14.534.530) (11.766.540)
Other Income From Operating Activities 9.018.776 9.750.737 234.046 302.832
Other Expenses From Operating Activities (-) (99.384.171) (109.842.220) (2.579.116) (3.411.408)
OPERATING PROFIT 601.696.313 524.167.207 15.614.605 16.279.243
Income From Investing Activities 24.795.370 40.007.473 643.464 1.242.526
Finance Income 37.186 89.995 965 2.795
Finance Expenses (-) (456.581.178) (321.154.279) (11.848.726) (9.974.200)
PROFIT BEFORE TAX 169.947.691 243.110.396 4.410.308 7.550.364
Tax Expense From Continuing Operations (-) (83.522.956) (15.740.848) (2.167.502) (488.869)
Current Tax Expense (-) (183.917.494) (103.797.918) (4.772.838) (3.223.688)
Deferred Tax Income / (Expense) 100.394.538 88.057.070 2.605.336 2.734.819
PROFIT FOR THE YEAR 86.424.735 227.369.548 2.242.806 7.061.495

5. SUMMARY OF FINANCIAL INDICATORS (CONT'D)

Financial Ratios:

(Turkish Lira) (Turkish Lira) (US Dollar) (US Dollar)
30.09.2025 30.09.2024 30.09.2025 30.09.2024
Gross Profit Margin (%) 7,0% 7,2% 7,0% 7,2%
Operating Profit Margin (%) (*) 3,1% 3,7% 3,1% 3,7%
Net Profit Margin (%) 0,4% 1,4% 0,4% 1,4%
EBITDA Margin (%) 3,6% 4,1% 3,6% 4,1%

(*) 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 September 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 September 30, 2025 is TL 41.056.058.

Donations and Grants:

The amount of donations made as of 30 September 2025 is TL 19.644.005.

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.

-penta

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