Quarterly Report • Nov 5, 2025
Quarterly Report
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CONVENIENCE TRANSLATION INTO ENGLISH OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN TURKISH
ŞOK MARKETLER TİCARET A.Ş. AND ITS SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD JANUARY 1 – SEPTEMBER 30, 2025
| PAGE |
|---|
| CONSOLIDATED STATEMENTS OF FINANCIAL POSITION | 1-2 | |
|---|---|---|
| CONSOLIDATED STATEMENTS OF PROFIT OR LOSS | ||
| AND OTHER COMPREHENSIVE INCOME | 3 | |
| CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY | 4 | |
| CONSOLIDATED STATEMENTS OF CASH FLOWS | 5 | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | 6-54 | |
| NOTE 1 | GROUP'S ORGANISATION AND NATURE OF OPERATIONS | |
| NOTE 2 | BASIS OF PRESENTATION OF CONSOLIDATED | |
| FINANCIAL STATEMENTS | 6-24 | |
| NOTE 3 | SEGMENT REPORTING | 24 |
| NOTE 4 | DISCLOSURES RELATED TO STATEMENT OF CASH FLOWS | 25 |
| NOTE 5 | BORROWINGS | 25 |
| NOTE 6 | TRADE RECEIVABLES AND PAYABLES | 26 |
| NOTE 7 | OTHER RECEIVABLES AND PAYABLES | 27 |
| NOTE 8 | INVENTORIES | 28 |
| NOTE 9 | PREPAID EXPENSES AND DEFERRED INCOME | 28 |
| NOTE 10 | RIGHT OF USE ASSETS | 29 |
| NOTE 11 | PROPERTY, PLANT AND EQUIPMENT | 30 |
| NOTE 12 | OTHER INTANGIBLE ASSETS | 31 |
| NOTE 13 | GOODWILL | 31-32 |
| NOTE 14 | PROVISIONS, CONTINGENT ASSETS AND LIABILITIES | 32 |
| NOTE 15 | COMMITMENTS | 33 |
| NOTE 16 | EMPLOYEE TERMINATION BENEFITS | 33-34 |
| NOTE 17 | EXPENSE BY NATURE | 35 |
| NOTE 18 | OTHER ASSETS AND LIABILITIES | 35 |
| NOTE 19 | EQUITY | 36 |
| NOTE 20 | REVENUE AND COST OF SALES | 37 |
| NOTE 21 | MARKETING, SELLING AND GENERAL ADMINISTRATIVE EXPENSES | 37 |
| NOTE 22 | OTHER INCOME AND EXPENSES FROM OPERATING ACTIVITIES | 38 |
| NOTE 23 | INCOME AND EXPENSES FROM INVESTMENT ACTIVITIES | 38 |
| NOTE 24 | FINANCIAL EXPENSES | 39 |
| NOTE 25 | TAX ASSETS AND LIABILITIES | |
| (INCLUDING DEFERRED TAX ASSETS AND LIABILITIES) | 39-41 | |
| NOTE 26 | RELATED PARTY BALANCES AND TRANSACTIONS | 42-43 |
| NOTE 27 | NATURE AND LEVEL OF RISK RESULTED FROM FINANCIAL INSTRUMENTS | 44-50 |
| NOTE 28 | FINANCIAL INSTRUMENTS | 51 |
| NOTE 29 | EARNINGS PER SHARE | 52 |
| NOTE 30 | EXPLANATIONS REGARDING NET MONETARY POSITION GAINS/(LOSES) | 52 |
| NOTE 31 | EVENTS AFTER THE REPORTING PERIOD | 53 |
| OTHER SUPPLEMENTARY INFORMATION | ||
| APPENDIX-1 EBITDA | 53 | |
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
| Not Reviewed | Audited | ||
|---|---|---|---|
| 30 September | 31 December | ||
| Current Assets | Note | 2025 | 2024 |
| Cash and cash equivalents | 4 | 11.570.462.142 | 7.252.783.519 |
| Trade receivables | 6 | 398.377.317 | 327.863.960 |
| Due from related parties | 6,26 | 382.331.702 | 300.472.961 |
| Other trade receivables | 16.045.615 | 27.390.999 | |
| Other receivables | 7 | 221.075.870 | 276.953.917 |
| Inventories | 8 | 30.523.568.952 | 29.767.899.913 |
| Prepaid expenses | 9 | 978.962.012 | 2.468.981.390 |
| Other prepaid expenses | 978.962.012 | 2.468.981.390 | |
| Other current assets | 18 | 976.987.952 | 1.000.821.687 |
| Total Current Assets | 44.669.434.245 | 41.095.304.386 | |
| Non Current Assets | |||
| Other receivables | 7 | 121.992.140 | 123.758.877 |
| Property and equipment | 11 | 20.773.568.930 | 20.328.130.696 |
| Right of use assets | 10 | 22.318.486.998 | 21.924.899.046 |
| Intangible assets | 11.344.575.014 | 11.279.228.946 | |
| Goodwill | 13 | 9.424.286.327 | 9.424.286.327 |
| Other intangible assets | 12 | 1.920.288.687 | 1.854.942.619 |
| Total Non-Current Assets | 54.558.623.082 | 53.656.017.565 | |
| TOTAL ASSETS | 99.228.057.327 | 94.751.321.951 |
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
| LIABILITIES AND EQUITY | |||
|---|---|---|---|
| Not Reviewed | Audited | ||
| 30 September | 31 December | ||
| Current Liabilities | Note | 2025 | 2024 |
| Short-term lease liabilities | 5 | 2.991.844.713 | 3.583.233.011 |
| Trade payables | 6 | 42.816.933.910 | 38.233.389.994 |
| Trade payables to related parties | 26 | 3.457.793.175 | 4.006.646.770 |
| Trade payables to third parties | 39.359.140.735 | 34.226.743.224 | |
| Payables related to employee benefits | 16 | 2.267.799.785 | 2.201.699.440 |
| Other payables | 7 | 634.469.066 | 57.237.993 |
| Other payables to related parties | 26 | 22.260.244 | |
| Other payables to third parties | 634.469.066 | 34.977.749 | |
| Deferred income | 9 | 229.039.610 | 732.935.641 |
| Deferred income to third parties | 229.039.610 | 732.935.641 | |
| Other short-term provisions | 1.206.108.115 | 1.485.555.472 | |
| Provision for short-term employee benefits | 16 | 366.428.601 | 588.933.129 |
| Other provisions | 14 | 839.679.514 | 896.622.343 |
| Other current liabilities | 18 | 579.332.179 | 818.019.681 |
| Total Current Liabilities | 50.725.527.378 | 47.112.071.232 | |
| Non current liabilities | |||
| Long-term lease liabilities | 5 | 9.533.390.395 | 8.303.309.185 |
| Provision for long-term employee benefits | 16 | 1.035.517.801 | 952.115.589 |
| Deferred tax liability | 25 | 2.202.049.105 | 1.830.275.566 |
| Other payables | 7 | 586.330 | 735.431 |
| Other payables to third parties | 586.330 | 735.431 | |
| Deferred income | 9 | 398.233.675 | 398.238.452 |
| Total Non-Current Liabilities | 13.169.777.306 | 11.484.674.223 | |
| EQUITY | |||
| Share capital | 19 | 593.290.008 | 593.290.008 |
| Share capital adjustment differences | 19 | 7.540.853.536 | 7.540.853.536 |
| Accumulated other comprehensive income or expense that will not be | |||
| reclassified to profit or loss: | - | ||
| Defined benefit plans reameasurement losses | 19 | (1.114.049.186) | (856.814.222) |
| Share premiums/discounts | 51.873.576 | ||
| Restricted reserves | 19 | 421.288.293 | 421.288.293 |
| Effect of transactions under common control | 524.334.570 | 524.334.570 | |
| Retained earnings | 19 | 27.879.750.735 | 27.802.933.457 |
| Net profit / (loss) for the year | (512.715.313) | 76.817.278 | |
| Shareholder's equity | 35.332.752.643 | 36.154.576.496 | |
| Total Equity | 35.332.752.643 | 36.154.576.496 | |
| TOTAL LIABILITIES AND EQUITY | 99.228.057.327 | 94.751.321.951 |
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
| Note | Not Reviewed 1 January- 30 September 2025 |
Not Reviewed 1 July- 30 September 2025 |
Not Reviewed 1 January- 30 September 2024 |
Not Reviewed 1 July 30 September 2024 |
|
|---|---|---|---|---|---|
| Revenue Cost of sales (-) |
20 20 |
198.429.713.743 (158.648.471.904) |
70.873.457.965 (55.777.610.068) |
190.174.649.588 (156.867.052.505) |
67.650.595.967 (55.982.717.408) |
| Gross profit | 39.781.241.839 | 15.095.847.897 | 33.307.597.083 | 11.667.878.559 | |
| Marketing and sales expenses (-) | 21 | (42.663.602.409) | (14.781.312.611) | (41.190.987.875) | (14.056.494.684) |
| General administrative expenses (-) | 21 | (1.743.717.459) | (545.966.104) | (1.520.707.380) | (663.226.069) |
| Other income from operating activities | 22 | 102.709.597 | 1.695.549 | 802.257.661 | 207.500.333 |
| Other expenses from operating activities (-) | 22 | (1.872.153.076) | (771.002.383) | (931.823.808) | (625.633.432) |
| Operating profit / (loss) | (6.395.521.508) | (1.000.737.652) | (9.533.664.319) | (3.469.975.293) | |
| Income from investing activities | 23 | 1.771.358.316 | 746.079.096 | 2.262.838.010 | 1.050.177.373 |
| Expenses from investing activities (-) | 23 | (536.423) | (513.947) | (266.028) | 189 |
| Loss / (profit) before finance expenses | (4.624.699.615) | (255.172.503) | (7.271.092.337) | (2.419.797.731) | |
| Finance expenses (-) | 24 | (5.869.688.846) | (2.082.218.561) | (5.625.501.374) | (2.166.905.334) |
| Monetary gain | 10.439.191.675 | 3.291.008.997 | 12.935.743.750 | 3.932.496.538 | |
| Loss / (profit) from continuing operations before taxation |
(55.196.786) | 953.617.933 | 39.150.039 | (654.206.527) | |
| Income tax expense / (income) | 25 | ||||
| Deferred tax income / (expense) | 25 | (457.518.527) | (689.324.513) | 240.456.949 | 694.698.249 |
| PROFIT / (LOSS) FOR THE PERIOD | (512.715.313) | 264.293.420 | 279.606.988 | 40.491.722 | |
| Attributable to: | |||||
| Equity holders of the parent | (512.715.313) | 264.293.420 | 279.606.988 | 40.491.722 | |
| Profit / (Loss) per share | 29 | (0,8642) | 0,4455 | 0,4713 | 0,0682 |
| Earnings per share from continuing operations | (0,8642) | 0,4455 | 0,4713 | 0,0682 | |
| OTHER COMPREHENSIVE INCOME /(LOSS) Items that will not be reclassed to profit or loss |
(257.234.964) | (74.144.283) | (252.722.203) | (40.010.208) | |
| Define benefit plans remeasurement (losses) | (342.979.952) | (98.859.044) | (336.962.937) | (53.346.943) | |
| Deferred tax income / (expense) | 25 | 85.744.988 | 24.714.761 | 84.240.734 | 13.336.735 |
| OTHER COMPREHENSIVE | (257.234.964) | (74.144.283) | (252.722.203) | (40.010.208) | |
| TOTAL OTHER COMPREHENSIVE INCOME | (769.950.277) | 190.149.137 | 26.884.785 | 481.514 | |
| Non-controlling interests Allocation of Total comprehensive Income |
|||||
| Non-controlling interests | |||||
| Equity holders of the parent | (769.950.277) | 190.149.137 | 26.884.785 | 481.514 | |
| TOTAL COMPREHENSIVE INCOME / (LOSS) | (769.950.277) | 190.149.137 | 26.884.785 | 481.514 |
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
| Accumulated other comprehensive income or expense that will not be reclassified to profit or loss |
Retained Earnings / Accumulated Losses |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Share capital |
Share capital adjustment differences |
Defined benefit plans reameasurement losses |
Share premiums/ discounts |
Restricted reserves |
Effect of transactions under common control |
Profit / (Loss) for the period |
Retained earnings / Accumulated Losses |
Shareholder's equity |
Equity | |
| Reported as of 1 January 2024 | 593.290.008 | 7.540.853.536 | (510.116.183) | 41.144.345 | 150.554.928 | 207.796.751 | 7.695.666.978 | 20.609.794.090 | 36.328.984.453 | 36.328.984.453 |
| Transfer | 270.709.806 | (7.695.666.978) | 7.424.957.172 | |||||||
| Effect of transactions under common control | 148.369.927 | 2.285.128.405 | 2.433.498.332 | 2.433.498.332 | ||||||
| Total comprehensive income/(loss) | (252.722.203) | 279.606.988 | 26.884.785 | 26.884.785 | ||||||
| Dividend paid | (2.213.480.290) | (2.213.480.290) | (2.213.480.290) | |||||||
| Balance as of 30 September 2024 | 593.290.008 | 7.540.853.536 | (762.838.386) | 41.144.345 | 421.264.734 | 356.166.678 | 279.606.988 | 28.106.399.377 | 36.575.887.280 | 36.575.887.280 |
| Balance as of 1 January 2025 | 593.290.008 | 7.540.853.536 | (856.814.222) | 51.873.576 | 421.288.293 | 524.334.570 | 76.817.278 | 27.802.933.457 | 36.154.576.496 | 36.154.576.496 |
| Transfer | (76.817.278) | 76.817.278 | ||||||||
| Effect of transactions under common control | (51.873.576) | (51.873.576) | (51.873.576) | |||||||
| Total comprehensive income/(loss) | (257.234.964) | (512.715.313) | (769.950.277) | (769.950.277) | ||||||
| Balance as of 30 September 2025 | 593.290.008 | 7.540.853.536 | (1.114.049.186) | 421.288.293 | 524.334.570 | (512.715.313) | 27.879.750.735 | 35.332.752.643 | 35.332.752.643 |
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
| A. OPERATING ACTIVITIES Profit / (loss) for the period (512.715.313) 279.606.988 Adjustments related to reconciliation of net profit / (loss) for the period -Adjusments to depreciation and amortisation expenses 10-11-12 8.471.426.158 7.196.348.140 -Adjusments to provision for employee benefits 336.453.626 325.847.913 -Adjusments to provision for doubtful receivables 6 (29.050) 5.706 -Adjusments to provision for litigation 368.001.503 226.218.157 -Discount (income) / expenses (554.019.392) (796.578.557) -Adjusments to allowance for / reversal of impairment on inventories, net (7.803.068) (226.914.491) -Adjusments to loss / (gain) on sale of property and equipment, net 23 (2.819.609) 39.063 -Adjusments to tax income / (expenses) 457.518.527 (240.456.949) -Adjusments to interest income 23 (1.768.002.284) (2.262.611.045) -Adjusments to interest expenses 24 5.869.688.846 5.625.501.374 -Adjustment for monetary loss/gain (12.903.108.319) (8.677.931.197) Cash generated by / (used in) operations before changes in working capital: (245.408.375) 1.449.075.102 Change in working capital: Changes in trade receivables (136.954.510) (157.863.631) Changes in inventories (1.176.564.725) 3.546.304.008 Changes in other receivables and current assets 2.634.186.370 1.844.786.467 Changes in trade payables 13.317.697.473 10.529.122.842 Changes in other payables and expense accruals 538.253.509 (171.692.632) Changes in employee benefits 512.472.770 462.919.886 Changes in prepaid expenses and deferred income 986.118.570 (602.117.018) Cash used in operations 16.429.801.082 16.900.535.024 Other provision paid 14 (123.762.896) (73.865.267) Employee benefits paid 16 (625.504.031) (659.111.529) Net cash generated by operating activities: 15.680.534.155 16.167.558.228 B.INVESTING ACTIVITIES Interest received 23 1.768.002.284 2.262.611.045 Purchases of property, plant and equipment 11 (3.102.010.074) (5.748.710.540) Purchases of intangible assets 12 (231.644.844) (203.333.608) Cash inflows from the sale of property, plant and equipment 70.995.292 54.767.726 Net cash used in investing activities (1.494.657.342) (3.634.665.377) C.FINANCING ACTIVITIES Interest paid (2.916.469.260) (3.489.346.639) Changes in other payables (22.260.244) (255.246.962) Cash outflows from interest payments of lease liabilities (5.204.565.878) (4.030.411.637) Cash outflows lease payments related to debt payments 5 (1.451.832.241) Net cash (used in) / generated from financing activities (8.143.295.382) (9.226.837.479) Monetary loss on cash and cash equivalents (1.724.902.808) (2.710.452.691) NET INCREASE/DECREASE IN CASH AND CASH EQUIVALENTS (A+B+C) 4.317.678.623 595.602.681 D.CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD 4 7.252.783.519 7.628.651.385 E.CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD (A+B+C+D) 4 11.570.462.142 8.224.254.066 |
Note | Not Reviewed 1 January 30 September 2025 |
Not Reviewed 1 January 30 September 2024 |
|---|---|---|---|
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
Şok Marketler Ticaret Anonim Şirketi ("Şok" or the "Company") was established in 1995 to operate in the retail sector, selling fast moving consuming products in Turkey. The registered address of the Company is Kısıklı Mah. Hanımseti Sok No:35 B/1 İstanbul/Üsküdar and continues its activities in 81 provinces of Turkey. The number of personnel is 50.675 as of 30 September 2025 (31 December 2024: 49.393).
Şok and its subsidiaries (together the "Group"), are comprised of the parent, Şok and two subsidiaries in which the Company owns the majority share of the capital or which are controlled by the Company.
On 25 August 2011, Şok 's shares were transferred from Migros Ticaret A.Ş.
The Group acquired 18 stores of Dim Devamlı İndirim Mağazacılık A.Ş between February 21, 2013 and March 28, 2013. The purchase was not made through the purchase of shares but through the purchase of the assets in stores.
On 19 April 2013, the Group signed share transfer agreement for the purpose of purchasing 100% of the DiaSA Dia Sabancı Süpermarketleri Tic. A.Ş ("DiaSA"). All of DiaSA's shares were transferred to Şok Marketler A.Ş. on 1 July 2013.
On 8 July 2013, 100% of the shares of Onur Ekspres Marketçilik A.Ş. was purchased by Şok. DiaSA and OnurEx merged with Şok on 1 November 2013 and 19 December 2013, respectively.
On 29 May 2015, the Group acquired 80% share of Mevsim Taze Sebze Meyve San. ve Tic. A.Ş. ("Mevsim"). On June 23, 2022, she acquired the remaining 20% of the shares, and had 100% of the shares.
On 26 December 2017, the Group acquired 55% shares of Teközel Gıda Temizlik Sağlık Marka Hizmetleri Sanayi ve Ticaret A.Ş. ("Teközel") and 45% shares on 2 July 2018, respectively. The Company merged with Teközel on 10 May 2019 with CMB approval dated 28 March 2019 and Trade Registry approval dated 10 May 2019. After the merger Şok acquired 100% shares of Teközel's subsidiary UCZ Mağazacılık Tic. A.Ş ("UCZ"). The Group purchased the shares corresponding to 100% of the paid capital of Future Teknoloji Ticaret A.Ş. on April 16, 2024. The Group merged with Future Teknoloji Ticaret A.Ş. on 13 December 2024 with CMB approval dated 28 November 2024 and Trade Registry approval dated 13 December 2024.
The Group's public shares are traded on Borsa İstanbul (BIST) as of 18 May 2018.
Within the framework of the registered capital system, with the completion of the public offering by restricting the rights of the existing shareholders to purchase new shares simultaneously, total capital of the Company increased by TRY 33.428.571 to TRY 611.928.571. As a result of the cancellation of the repurchased shares corresponding to TRY 18.638.563, the Company's capital of TRY 611.928.571 is decreased by TRY 18.638.563 and became TRY 593.290.008 as of June 1, 2022.
The Group's shareholding structure is presented in Note 19.
As of 30 September 2025 the Group has a total of 11.057 stores (31 December 2024: 10.981).
The Group's internet address is www.sokmarket.com.tr.
Approval of consolidated financial statements:
The Board of Directors has approved the consolidated financial statements and given authorization for the issuance on 5 November 2025.
The consolidated financial statements are prepared on the historical cost basis, except for accounts specifically stated to be carried at fair value expressed in purchasing power.
Historical cost is generally based on the fair value of the consideration given in exchange for assets.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:
The financial statements and notes dated 30 September 2025 have been prepared in line with the provisions of Capital Markets Board Communiqué Serial: II No. 14.1 on Principles of Financial Reporting in Capital Markets, which was promulgated in Official Gazette No. 28676 dated 13 June 2013 (the "Communiqué").
The enclosed financial statements have been prepared in line with Capital Markets Board Communiqué Serial: II No. 14.1 on Principles of Financial Reporting in Capital Markets, promulgated in Official Gazette No. 28676 dated 13 June 2013 (the "Communiqué"), and in line with Turkish Financial Reporting Standards ("TFRS") enforced by the Public Oversight Accounting and Auditing Standards Authority (the "KGK"). Turkish Financial Reporting Standards include the standards and interpretations published by the Public Oversight Accounting and Auditing Standards Authority (the "KGK") as Turkish Accounting Standards, Turkish Financial Reporting Standards, TAS Interpretations, and TFRS Interpretations.
The financial statements are based on the formats specified in the Financial Statement Samples and Users' Manual published by the CMB and in the "Announcement on TFRS Taxonomy" published by the KGK on 03 July 2024.
The Company prepared its financial statements as of and for the year ended 30 September 2025 by applying TAS 29 "Turkish Financial Reporting in Hyperinflationary Economies" in accordance with the announcement made by POA on 23 November 2023 and the "Implementation Guide on Financial Reporting in Hyperinflationary Economies". In accordance with the standard, that financial statements prepared in the currency of a hyperinflationary economy should be stated in terms of the purchasing power of that currency at the balance sheet date and for the purpose of comparison with prior period financial statements, comparative information is expressed in terms of the measuring unit current at the end of the reporting period. Therefore, the Company has also presented its financial statements as of 31 December 2024 on a purchasing power basis as of 30 September 2025.
In accordance with the CMB's decision dated 28 December 2023 and numbered 81/1820, 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 IAS 29 to their annual financial statements for the accounting periods ending on December 31, 2024. Restatements in accordance with TAS 29 have been made using the adjustment factor derived from the Consumer Price Index ("CPI") in Turkey published by the Turkish Statistical Institute. As at 30 September 2025, the indices and adjustment factors used in the restatement of the financial statements are as follows:
| Index | Correction Coefficient | Three-year Correcting Inflation Rates | |
|---|---|---|---|
| 30 September 2025 | 3 367,22 | 1,00000 | 222% |
| 31 December 2024 | 2.684,55 | 1,25430 | 291% |
| 30 September 2024 | 2.526,16 | 1,33294 | 343% |
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
The main components of the Company's restatement for financial reporting purposes in hyperinflationary economies are as follows:
The financial statements of the Company are presented in the currency of the primary economic environment in which the Company operates (its functional currency). The operating results and financial position of the Company are expressed in TRY, which is the functional currency of the Company.
The consolidated financial statements of the Group have been prepared on the basis of the going concern.
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
The details of the Group's subsidiaries at 30 September 2025 and 31 December 2024 are as follows:
| 30 September 2025 |
31 December 2024 |
30 September 2025 |
31 December 2024 |
||
|---|---|---|---|---|---|
| Subsidiaries | Direct Ownership Rate % | Group's Effective Ownership Rate % | |||
| Mevsim Taze Sebze Meyve San. ve Tic. A.Ş. | 100% | 100% | 100% | 100% | |
| UCZ Mağazacılık Tic. A.Ş. | 100% | 100% | 100% | 100% |
Consolidated financial statements include financial statements of entities controlled by the Group and its subsidiaries.
Control is obtained by the Group, when the following terms are met;
The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.
Profit or loss and other comprehensive income are attributable to the equity holders of both the parent company and noncontrolling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the noncontrolling interests even if this results in the non-controlling interests having a deficit balance.
When necessary, adjustments are made to the financial statements of the subsidiaries in relation to accounting policies so that they conform to the accounting policies followed by the Group. All cash flows from in-group assets and liabilities, equity, income and expenses, and transactions between Group companies are eliminated in consolidation.
Significant changes in the accounting policies are accounted retrospectively and prior period's financial statements are restated. The Group has not made any changes in accounting policies in the reporting period.
Following changes in key estimates:
Changes in accounting policies or accounting errors are applied retrospectively and the consolidated financial statements of the previous periods are restated. If estimated changes in accounting policies are for only one period, changes are applied on the current period but if the estimated changes effect the following periods, changes are applied both on the current and following years prospectively. There is no material change in accounting estimates of the Group in the current period.
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
Revenue is recognized in the consolidated financial statements at the transaction price. The transaction fee is the amount that the entity expects to receive in return for transferring the goods or services that it has committed to the customer, except for the amounts collected on behalf of third parties (Şok İşlem, Money Transfer). When the control of the goods or services is transferred to the customers, the related amount is reflected to the consolidated financial statements as revenue. Net sales are presented by deducting returns and discounts from sales of goods.
The Group recognizes revenue from the following main sources:
The Group sells food and non-food fast-moving consumer goods through cash, credit card, "Cepte Şok" or customer cards (Istanbul Metropolitan Municipality (IBB) Social Card, Şok Card, Paye Card) and sells it to retail customers in retail stores and revenue is recognised when the ownership of the goods is transferred to the customer.
The Group recognizes turnover premiums and discounts received from sellers on an accrual basis over the period in which the sellers benefit from the services.
The Group sells its food and non-food fast-moving consumer goods directly to its commercial customers directly from its own warehouse or to the customer. When the shipment is completed and the goods are delivered to the customer they are recognised as revenue.
The Group management has concluded that there is no significant financing component for transactions identified as credit card and sales contracts. There is no difference between the promised consideration and the cash sale price of the goods or services promised and as a result it is concluded that discounted credit sales pursuant to TAS 18 will not be discounted by the application of TFRS 15.
Revenue Recognition Group recognises revenue based on the following five principles in accordance with the TFRS 15 - "Revenue from Contracts with Customers" standard:
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
According to this model, goods or services promised in each contract with customers are evaluated. Each commitment made to transfer goods or services is determined as a separate performance obligation. Afterwards, it is determined whether the performance obligations will be fulfilled over time or at a certain time. If the Group transfers control of a good or service over time and therefore fulfills the performance obligations related to the related sales over time, it measures the progress towards the full fulfillment of the said performance obligations and recognizes the revenue in the consolidated financial statements over time.
Revenue related to performance obligations in the form of goods or services transfer commitments are recognized when control of the goods or services is taken over by customers.
The Group evaluates the following when evaluating the transfer of control of the goods or services sold to the customer:
Other income gained by the Group is reflected by the basis mentioned below:
• Interest income – accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount.
Inventories are stated at the lower of cost and net realizable value expressed in purchasing power as of balance sheet date. Cost expressed in purchasing power is calculated as the average cost over the month. Net realizable value represents the estimated selling price less all estimated costs incurred in marketing and selling.
Property and equipment are carried at cost expressed in purchasing power less accumulated depreciation and any accumulated impairment losses. Cost expressed in purchasing power includes professional fees and, for qualifying assets, borrowing costs capitalized in accordance with the Group's accounting policy. Such properties are classified to the appropriate categories of property and equipment when completed and ready for intended use. Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready for their intended use. Other expenses are accounted under expense items in consolidated income statement in the period in which they are incurred.
Depreciation is charged on a straight-line basis over the assets' estimated useful lives. Based on the average useful lives of property and equipment, the following depreciation rates are determined as stated below:
Vehicles 5 years Fixtures and Furniture 4-15 years Leasehold improvements 5-20 years
Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets. However, when there is no reasonable certainty that ownership will be obtained by the end of the lease term, assets are depreciated over the shorter of the lease term and their useful lives. An item of property and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in consolidated profit or loss.
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
Intangible assets with finite useful lives that are acquired separately are carried at cost expressed in purchasing power less accumulated amortization and accumulated impairment losses. Amortization is recognized on a straight-line basis over their estimated useful lives. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses.
Intangible assets acquired in a business combination and recognized separately from goodwill are initially recognized at their fair value at the acquisition date (which is regarded as their cost).
Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortization and accumulated impairment losses, on the same basis as intangible assets that are acquired separately. Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses.
The acquisition of subsidiaries and businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests issued by the Group in exchange for control of the acquiree. Acquisition-related costs are generally recognized in profit or loss as incurred.
At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognized at their fair value at the acquisition date, except that:
Deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements are recognized and measured in accordance with TAS 12 Income Taxes and TAS 19 Employee Benefits respectively;
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer's previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer's previously held interest in the acquiree (if any), the excess is recognized immediately in profit or loss as a bargain purchase gain.
Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the entity's net assets in the event of liquidation may be initially measured either at fair value or at the non-controlling interests' proportionate share of the recognized amounts of the acquiree's identifiable net assets. The choice of measurement basis is made on a transaction-by-transaction basis. Other types of non-controlling interests are measured at fair value or, when applicable, on the basis specified in another TFRS.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period, or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date.
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
For each subsidiary that the Group has a non-controlling interest in accordance with TFRS 12 the Group discloses (a) the name of the subsidiary, (b) the place where the subsidiary operates mainly (and the country where the company is located, c) the share of ownership held by non-controlling interests, and (d) the share of the voting rights held by non-controlling interests in the event of a change from the ownership interest rate; (f) Disclose non-controlling interest in the subsidiary as of the end of the reporting period; and (g) financial information related to the subsidiary.
Goodwill arising on an acquisition of a business is carried at cost expressed in purchasing power as established at the date of acquisition of the business less accumulated impairment losses, if any.
For the purposes of impairment testing, goodwill is allocated to each of the Group's cash-generating units (or groups of cashgenerating units) that are expected to benefit from the synergies of the combination.
A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognized directly in profit or loss in the statement of income. An impairment loss recognized for goodwill is not reversed in subsequent periods. On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.
At inception of a contract, the Group assesses whether a contract is, or contains a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, The Group assess whether:
At inception or on reassessment of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of their relative stand-alone prices.
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
Leasing (Continued)
The Group – as a lessee (Continued)
Right of use asset
The right of use asset is initially recognized at cost expressed in purchasing power comprising of:
The Group re-measure the right of use asset:
The Group applies TAS 16 "Property, Plant and Equipment" to amortize the right of use asset and to asses for any impairment. If the lease transfers ownership of the underlying asset to the lessee by the end of the lease term or if the cost of the right-ofuse asset reflects that the lessee will exercise a purchase option, the Group depreciate the right-of-use asset from the commencement date to the end of the useful life of the underlying asset. Otherwise, The Group depreciate the right-of-use asset from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term.
The Group apply TAS 36 Impairment of Assets to determine whether the right-of-use asset is impaired and to account for any impairment loss identified.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date. Lease liabilities are discounted to present value by using the annual interest rate implicit in the lease if readily determined or with the Group's annual borrowing rate.
Lease payments included in the measurement of the lease liability comprise the following:
After initial recognition, the lease liability is measured:
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
The Group – as a lessee (Continued)
Interest on the lease liability in each period during the lease term is the amount that produces a constant periodic rate of interest on the remaining balance of the lease liability. The Group determine the revised discount rate as the interest rate implicit in the lease for the remainder of the lease term, if that rate can be readily determined, or the lessee's incremental borrowing rate at the date of reassessment, if the interest rate implicit in the lease cannot be readily determined. After the commencement date, The Group remeasure the lease liability to reflect changes to the lease payments. The Group recognise the amount of the remeasurement of the lease liability as an adjustment to the right-of-use asset.
The Group shall remeasure the lease liability by discounting the revised lease payments using a revised discount rate, if either:
The Group determine the revised discount rate as the interest rate implicit in the lease for the remainder of the lease term, if that rate can be readily determined, or the lessee's incremental borrowing rate at the date of reassessment, if the interest rate implicit in the lease cannot be readily determined.
The Group remeasure the lease liability by discounting the revised lease payments, if either:
The Group determine the revised lease payments for the remainder of the lease term based on the revised contractual payments. In that case, the Group use an unchanged discount rate.
The Group recognises the restructuring of the lease as a separate leasing if both of the following are met:
The Group management used the alternative borrowing rate as the discount rate during the acquisition of the lease obligation. The alternative borrowing rate consists of the estimated interest rate that the Group management will incur for a loan in the amount of its gross lease liabilities.
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
Impairment of tangible and intangible assets other than goodwill
At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest Group of cash-generating units for which a reasonable and consistent allocation basis can be identified.
Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired. Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax annual discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in profit or loss.
When an impairment loss subsequently reverses, the carrying amount of the asset (or a cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.
Financial assets and financial liabilities are recognised in theGroup'sstatement offinancial positionwhen theGroup becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.
All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis.
The Group classifies its financial assets as (a) Business model used for managing financial assets, (b) financial assets subsequently measured at amortised cost, at fair value through other comprehensive income or at fair value through profit or loss based on the characteristics of contractual cash flows. The Group reclassifies all financial assets effected from the change in the business model it uses for the management of financial assets. The reclassification of financial assets is applied prospectively from the reclassification date. In such cases, no adjustment is made to gains, losses (including any gains or losses of impairment) or interest previously recognized in the financial statements.
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
Financial assets (Continued)
Debt instruments that meet the following conditions are measured subsequently at amortised cost:
Debt instruments that meet the following conditions are measured subsequently at fair value through other comprehensive income ("FVTOCI"):
By default, all other financial assets are measured subsequently at fair value through profit or loss ("FVTPL").
Despite the foregoing, the Group may make the following irrevocable election/designation at initial recognition of a financial asset; the Group may irrevocably elect to present subsequent changes in fair value of an equity investment in other comprehensive income if certain criteria are met.
Interest income on financial assets carried at amortized cost is calculated using the effective interest method. The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. This income is calculated by applying the effective interest rate to the gross carrying amount of the financial asset:
Interest income is recognised using the effective interest method for debt instruments measured subsequently at amortised cost and at FVTOCI.
Interest income is recognised in profit or loss and is included in the "finance income – interest income" line item (Note 24).
Financial assets that do not meet the criteria for being measured at amortised cost or FVTOCI (see (i) to (ii) above) are measured at FVTPL.
Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any fair value gains or losses recognised in profit or loss to the extent they are not part of a designated hedging relationship.
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
The carrying amount of financial assets that are denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of each reporting period. In particular, foreign exchange differences are recognized in profit or loss for financial assets that are shown at amortized cost and are not part of a defined hedge.
The Group recognises a loss allowance for expected credit losses on investments in debt instruments that are measured at amortised cost or at FVTOCI, lease receivables, trade receivables and contract assets, as well as financial guarantee contracts. No impairment loss is recognised for investments in equity instruments. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.
The Group utilizes a simplified approach for trade receivables, contract assets and lease receivables that does not have significant financing component and calculates the allowance for impairment against the lifetime ECL of the related financial assets.
For all other financial instruments, the Group recognises lifetime ECL when there has been a significant increase in credit risk since initial recognition. However, if on the other hand, the credit risk on the financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12-month ECL.
The measurement of expected credit losses is a function of the probability of default, loss given default (i.e. the magnitude of the loss if there is a default) and the exposure at default. The assessment of the probability of default and loss given default is based on historical data adjusted by forward-looking information as described above. As for the exposure at default, for financial assets, this is represented by the assets' gross carrying amount at the reporting date.
For financial assets, the expected credit loss is estimated as the difference between all contractual cash flows that are due to the Group in accordance with the contract and all the cash flows that the Group expects to receive, discounted at the original effective interest rate.
The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity.
On derecognition of a financial asset measured at amortised cost, the difference between the asset's carrying amount and the sum of the consideration received and receivable is recognised in profit or loss. In addition, on derecognition of an investment in a debt instrument classified as at FVTOCI, the cumulative gain or loss previously accumulated in the investments revaluation reserve is reclassified to profit or loss. In contrast, on derecognition of an investment in equity instrument which the Group has elected on initial recognition to measure at FVTOCI, the cumulative gain or loss previously accumulated in the investments revaluation reserve is not reclassified to profit or loss, but is transferred to retained earnings.
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
Financial liabilities are classified as at FVTPL on initial recognition. On initial recognition of liabilities other than those that are recognised at FVTPL, transaction costs directly attributable to the acquisition or issuance thereof are also recognised in the fair value.
A financial liability is subsequently classified at amortized cost except:
A financial liability is measured at fair value during its initial recognition. During the initial recognition of financial liabilities whose fair value difference is not reflected in profit or loss, transaction costs that can be directly associated with the undertaking of the relevant financial liability are added to the fair value in question. Financial liabilities are accounted over the amortized cost value by using the effective interest method together with the interest expense calculated over the effective interest rate in the following periods.
The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.
Earnings per share disclosed in the consolidated income statement are determined by dividing net income attributable to equity holders of the parent by the weighted average number of shares outstanding during the period concerned.
Transactions in foreign currencies (currencies other than Turkish Lira) in the legal books of the Group are translated into Turkish Lira at the rates of exchange prevailing at the transaction dates. Assets and liabilities in balance sheet denominated in foreign currencies are translated at the rates prevailing at the balance sheet date. Gains and losses arising on settlement and translation of foreign currency items are included in the consolidated statements of profit or loss.
Events after the reporting period cover the events which arise between the balance sheet date and the date when the consolidated financial statements are authorized for issue, even if they occur after an announcement related with the profit for the year or disclosure of other selected financial information.
The Group restates its consolidated financial statements if such subsequent events arise which require to adjust consolidated financial statements.
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
Provisions are recognized when there is a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation.
Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of receivable can be measured reliably.
A related party is a person or entity that is related to the entity that is preparing its financial statements (in this standard referred to as the 'reporting entity'
The transactions of resources, services or obligations between reporting entity and related party are transfers whether there is consideration of price or not.
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
The Group recognizes business combinations under common control by using pooling of interest method in the consolidated financial statements.Detailed explanations are given in Note 2.8.Accordingly:
Taxable profit/loss differs from 'profit/loss before tax' as reported in the consolidated statement of profit or loss and other comprehensive income because of items of income or expense that are taxable or deductible in other years and it excludes items that are never taxable or deductible. The Group's current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Turkish tax legislation does not allow the parent company to file its subsidiaries and affiliates tax returns based on its condensed consolidated financial statements.Therefore, provisions for taxes reflected in these condensed consolidated financial statements have been calculated separately for all companies included in the full consolidation.
Deferred tax liability or assets are determined by calculating the tax effects of temporary differences between the amounts of assets and liabilities shown in the individual financial statements of the businesses within the scope of consolidation and the amounts taken into account in the legal tax base calculation according to the balance sheet method, taking into account the enacted tax rates. While deferred tax liabilities are calculated for all taxable temporary differences, deferred tax assets consisting of deductible temporary differences are calculated on the condition that it is highly probable to benefit from these differences by generating taxable profit in the future. The mentioned assets and liabilities are not recognized if they arise from the initial recognition of the temporary difference, goodwill or other assets and liabilities (other than business combinations) related to the transaction that does not affect the commercial or financial profit/loss.
Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
The carrying amount of the deferred tax asset is reviewed at each balance sheet date. The carrying value of the deferred tax asset is reduced to the extent that it is not probable that a financial profit will be obtained to allow some or all of the benefits to be obtained.
Deferred tax assets and liabilities are calculated over tax rates (tax regulations) that are expected to be valid in the period when the assets will be realized or the liabilities will be fulfilled and that have been enacted or substantially enacted as of the balance sheet date. During the calculation of deferred tax assets and liabilities, the tax results of the methods estimated by the Group to recover the book value of its assets or fulfill its liabilities as of the balance sheet date are taken into account.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.
Current and deferred tax are recognized as in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.
Termination and retirement benefits
Under Turkish law and union agreements, lump sum payments are made to employees retiring or involuntarily leaving the Group. Such payments are considered as being part of defined retirement benefit plan as per International Accounting Standard No. 19 (revised) "Employee Benefits" ("TAS 19").The retirement benefit obligation recognized in the consolidated balance sheet represents the present value of the defined benefit obligation. The actuarial gains and losses are recognized in consolidated other comprehensive income.
In statement of cash flows, cash flows are classified according to operating, investment and finance activities.
Common shares are classified as equity. Dividends on common shares are recognized in equity in the period in which they are approved and declared.
The critical decisions, evaluations, estimates and assumptions made by the Group while applying its accounting policies are as follows:
The Group has recognized an allowance for net realizable value of non-food inventory that is not expected to be used and/or slow moving over 90 days. The Group has identified inventories for which the net realizable value is less than carrying value. Based on the management analysis, an allowance amounting to TRY. TRY 41.232.963 is recognized for net realizable value of inventories (31 December 2024: TRY 49.036.031).
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
The critical decisions, evaluations, estimates and assumptions made by the Group while applying its accounting policies are as follows: (Continued)
In accordance with the accounting policy in Note 2.8, provisions are recognized when the Group has a present obligation as a result of a past event, and it is probable that the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation. Accordingly as of 30 September 2025 and 31 December 2024 the Group evaluated the current risks and booked the required provisions (Note 14).
The Group calculates depreciation for its tangible and intangible fixed assets over their expected useful lives.
Şok brand value is determined by independent valuation specialists during the purchase of Şok which is mentioned in Note 1. Because the useful life of brand value is not limited by any special agreement or regulation and it keeps generating cash flows; it is assumed that the brand value has an indefinite useful life. The brand which is considered as indefinite useful life is annually reviewed by the Group for impairment.
The brand value is determined by the calculation amount generated from the operations. These calculations are based on estimates of cash flows after tax based on the financial budget covering five-year period. Estimates of EBITDA (earnings before interest, tax, depreciation and amortization) are an important part of these calculations. As a result of estimations and calculations made by the Group management, Group management concluded that there is no impairment on brand value as of 30 September 2025.
In determining the lease liability, the Group considers the extension and termination options. The majority of extension and termination options held are exercisable both by the group and by the respective lessor. Extension options are included in the lease term if the lease is reasonably certain to be extended. The group remeasures the lease term, if a significant event or a significant change in circumstances occurs which affects the initial assessment.
The Group's operating segments are identified based on the information provided to and analyzed by the CEO, which represents the chief operating decision maker (CODM), making decisions regarding the allocation of resources and assessing performance.
For the purposes of TFRS 8, the activities performed by the Group are identified as belonging to a single operating segment, given that the Group's business consists of retail stores selling fast moving consumer products in Turkey and that the CODM reviews the Group's stores as a whole.
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
| 30 September 2025 |
31 December 2024 |
|
|---|---|---|
| Cash on hand | 809.564.374 | 902.201.834 |
| Cash at banks | 10.255.886.968 | 5.732.234.340 |
| Credit cart deposits | 505.010.800 | 618.347.345 |
| Cash and cash equivalents | 11.570.462.142 | 7.252.783.519 |
There are no restrictions on bank deposits of the Group as at 30 September 2025 (31 December 2024: None).
The maturity of credit card receivables is less than 30 days.
| Financial Borrowings | 30 September 2025 |
31 December 2024 |
|---|---|---|
| Lease Liabilities | 12.525.235.108 | 11.886.542.196 |
| 12.525.235.108 | 11.886.542.196 |
Group management believes that the fair value of the Group's debts approximate to the carrying value of such debts due to their short term nature.
| 30 September | 31 December | |
|---|---|---|
| Lease liabilities | 2025 | 2024 |
| Short-term lease liabilities | 2.991.844.713 | 3.583.233.011 |
| Long-term lease liabilities | 9.533.390.395 | 8.303.309.185 |
| 12.525.235.108 | 11.886.542.196 |
The table below details changes in the Group's liabilities arising from financing activities, including both cash and non–cash changes. Liabilities arising from financing activities are those for which cash flows were, or future cash flows will be classified in the Group's consolidated statement of cash flows as cash flows from financing activities.
| 1 January 2025 | Financial cash flow |
Adjustment for monetary gain |
Addition | 30 September 2025 | |
|---|---|---|---|---|---|
| Lease liabilities | 11.886.542.196 | (5.204.565.878) | (1.714.796.264) | 7.558.055.054 | 12.525.235.108 |
| 11.886.542.196 | (5.204.565.878) | (1.714.796.264) | 7.558.055.054 | 12.525.235.108 | |
| Non-cash changes | |||||
| Financial cash | Adjustment for | ||||
| 1 January 2024 | flow | monetary loss | Addition | 30 September 2024 | |
| Lease liabilities | 11.412.616.457 | (4.030.411.637) | (1.474.704.752) | 5.731.453.607 | 11.638.953.675 |
| 11.412.616.457 | (4.030.411.637) | (1.474.704.752) | 5.731.453.607 | 11.638.953.675 |
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
| 30 September | 31 December | |
|---|---|---|
| Current trade receivables | 2025 | 2024 |
| Trade receivables from related parties (Note 26) | 382.331.702 | 300.472.961 |
| Trade receivables | 24.910.195 | 38.546.242 |
| Allowance for doubtful receivables (-) | (8.864.580) | (11.155.243) |
| 398.377.317 | 327.863.960 |
The Group's average period for collection of receivables is 1 days when wholesale revenue is taken into consideration (31 December 2024: 1 days).
As of 30 September 2025 the Group provided allowance for doubtful receivables amounting to TRY 8.864.580 based on reference to past default experience (31 December 2024: TRY 11.155.243).
As of 30 September 2025 and 2024 the movements of allowance for doubtful receivables are as follows:
| 1 January- | 1 January | |
|---|---|---|
| 30 September | 30 September | |
| Movement of Allowance for Doubtful Receivables | 2025 | 2024 |
| Balance at beginning of the period | (11.155.243) | (16.983.437) |
| Charge for the period | (5.706) | |
| Collections | 29.050 | |
| Monetary gain | 2.261.613 | 5.134.467 |
| Closing balance | (8.864.580) | (11.854.676) |
A simplified approach is applied for the impairment of trade receivables that are accounted at amortized cost in the consolidated financial statements and do not include a significant financing component (less than 1 year). In cases where the trade receivables are not impaired due to certain reasons (except for the realized impairment losses), the provisions for losses related to trade receivables are measured by an amount equal to life long expected credit losses.
Allowance matrix is used to measure expected credit losses for trade receivables. Provision rates are calculated based on the number of days that maturities of trade receivables are exceeded and in each reporting period such rates are reviewed and revised whenever necessary. The change in expected credit losses provisions is accounted under other operating income/ expenses.
The Group collects almost all of its sales by cash or credit cards in store registers. The Group has concluded that, there is no need to make an additional provision in accordance with TFRS 9 due to fact nearly all of the group sales are collected by cash or credit card in store cash registers.
| 30 September | 31 December | |
|---|---|---|
| Short-term trade payables | 2025 | 2024 |
| Trade payables Trade payables to related parties (Note 26) |
39.359.140.735 3.457.793.175 |
34.226.743.224 4.006.646.770 |
| 42.816.933.910 | 38.233.389.994 |
The average maturity of the Group's trade payables is 73 days (31 December 2024: 67 days).
The nature and risk assessments of trade receivables and payables are presented in Note 27.
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
| 30 September | 31 December | |
|---|---|---|
| Other short-term receivables | 2025 | 2024 |
| Tax receivables | 192.655.347 | 209.832.981 |
| Insurance receivables | 12.753.577 | 18.245.940 |
| Other receivables | 15.666.946 | 48.874.996 |
| 221.075.870 | 276.953.917 | |
| 30 September | 31 December | |
| Other long-term receivables | 2025 | 2024 |
| Guarantee and deposits given | 121.992.140 | 123.758.877 |
| 121.992.140 | 123.758.877 | |
| 30 September | 31 December | |
| Other long-term payables | 2025 | 2024 |
| Deposits and guarantees | 586.330 | 735.431 |
| 586.330 | 735.431 | |
| 30 September | 31 December | |
| Other short-term payables | 2025 | 2024 |
| Non-trade payables from related parties (Note 26) | 22.260.244 | |
| Deposits and guarantees | 500.000 | 930.087 |
| Other payables (*) | 633.969.066 | 34.047.662 |
| 634.469.066 | 57.237.993 |
(*) A significant portion of the balance consists of Şok Card sales.
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
| 30 September 2025 |
31 December 2024 |
|
|---|---|---|
| Trade goods | 29.577.691.669 | 28.776.154.412 |
| Other inventory | 987.110.246 | 1.040.781.532 |
| Allowance for impairment on inventory (-) | (41.232.963) | (49.036.031) |
| 30.523.568.952 | 29.767.899.913 |
Allowance for net realizable value of inventories is allocated for inventories and recognized in the cost of goods sold.
The Group has identified inventories that net realizable value lower than cost as of the balance sheet date. Accordingly allowance for net realizable value of inventories amounting to TRY 41.232.963 has been booked as of 30 September 2025 (31 December 2024: TRY 49.036.031).
| 30 September | 31 December | |
|---|---|---|
| Short-term prepaid expenses | 2025 | 2024 |
| Prepaid expenses from third parties | 743.179.195 | 2.091.147.338 |
| Prepaid expenses | 235.782.817 | 377.834.052 |
| 978.962.012 | 2.468.981.390 | |
| 30 September | 31 December | |
| Short-term deferred income | 2025 | 2024 |
| Deferred income | 119.471.797 | 477.886.579 |
| Advances received from third parties | 109.567.813 | 255.049.062 |
| 229.039.610 | 732.935.641 | |
| 30 September | 31 December | |
| Long-term deferred income | 2025 | 2024 |
| Deferred income | 398.233.675 | 398.238.452 |
| 398.233.675 | 398.238.452 |
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
| Warehouses and | |||
|---|---|---|---|
| Cost | Stores | other | Total |
| Opening balance as of 1 January 2025 | 41.366.946.143 | 1.434.298.130 | 42.801.244.273 |
| Additions | 7.535.309.193 | 22.745.861 | 7.558.055.054 |
| Disposals | (2.565.585.093) | (2.565.585.093) | |
| Closing balance as of 30 September 2025 | 46.336.670.243 | 1.457.043.991 | 47.793.714.234 |
| Accumulated Amortization | |||
| Opening balance as of 1 January 2025 | 19.607.070.088 | 1.269.275.139 | 20.876.345.227 |
| Charge for the period | 5.561.076.537 | 155.654.688 | 5.716.731.225 |
| Disposals | (1.117.849.216) | (1.117.849.216) | |
| Closing balance as of 30 September 2025 | 24.050.297.409 | 1.424.929.827 | 25.475.227.236 |
| Carrying value as of 30 September 2025 | 22.286.372.834 | 32.114.164 | 22.318.486.998 |
| Warehouses and | |||
| Cost | Stores | other | Total |
| Opening balance as of 1 January 2024 | 38.861.845.537 | 1.434.298.130 | 40.296.143.667 |
| Additions | 5.508.459.107 | 222.994.500 | 5.731.453.607 |
| Disposals | (3.534.211.421) | (60.507.212) | (3.594.718.633) |
| Closing balance as of 30 September 2024 | 40.836.093.223 | 1.596.785.418 | 42.432.878.641 |
| Accumulated Amortization | |||
| Opening balance as of 1 January 2024 | 17.970.369.279 | 829.223.998 | 18.799.593.277 |
| Charge for the period | 3.637.532.600 | 179.480.041 | 3.817.012.641 |
| Disposals | (2.201.733.908) | (2.201.733.908) | |
| Closing balance as of 30 September 2024 | 19.406.167.971 | 1.008.704.039 | 20.414.872.010 |
| Carrying value as of 30 September 2024 | 21.429.925.252 | 588.081.379 | 22.018.006.631 |
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
| Vehicles | Furniture and Fixture |
Leasehold Improvements |
Total | |
|---|---|---|---|---|
| Cost | ||||
| Opening balance as of 1 January 2025 | 329.957.695 | 35.814.692.072 | 11.803.803.493 | 47.948.453.260 |
| Additions | 1.497.324 | 2.182.875.520 | 917.637.230 | 3.102.010.074 |
| Disposals | (19.184) | (30.505.650) | (120.271.250) | (150.796.084) |
| Closing balance as of 30 September 2025 | 331.435.835 | 37.967.061.942 | 12.601.169.473 | 50.899.667.250 |
| Accumulated Depreciation | ||||
| Opening balance as of 1 January 2025 | 209.001.352 | 21.116.536.656 | 6.294.784.556 | 27.620.322.564 |
| Charge for the period | 52.579.398 | 1.815.837.334 | 724.146.582 | 2.592.563.314 |
| Disposals | (320) | (27.034.235) | (59.753.003) | (86.787.558) |
| Closing balance as of 30 September 2025 | 261.580.430 | 22.905.339.755 | 6.959.178.135 | 30.126.098.320 |
| Carrying value as of 30 September 2025 | 69.855.405 | 15.061.722.187 | 5.641.991.338 | 20.773.568.930 |
| Vehicles | Furniture and Fixture |
Leasehold Improvements |
Total | |
| Cost | ||||
| Opening balance as of 1 January 2024 | ||||
| Additions | 327.574.517 1.113.196 |
31.484.431.691 4.045.463.090 |
9.922.615.434 1.702.134.254 |
41.734.621.642 5.748.710.540 |
| Disposals | (3.908.050) | (73.718.626) | (77.626.676) | |
| Closing balance as of 30 September 2024 | 328.687.713 | 35.525.986.731 | 11.551.031.062 | 47.405.705.506 |
| Accumulated Depreciation | ||||
| Opening balance as of 1 January 2024 | 129.994.190 | 18.660.782.797 | 5.438.735.843 | 24.229.512.830 |
| Charge for the period Disposals |
59.204.260 |
2.314.474.050 (1.151.876) |
873.419.574 (24.503.069) |
3.247.097.884 (25.654.945) |
| Closing balance as of 30 September 2024 | 189.198.450 | 20.974.104.971 | 6.287.652.348 | 27.450.955.769 |
There is insurance coverage amounting to TRY 52.297.024.067 on the furniture and fixtures and machinery. (31 December 2024: TRY 47.283.049.985).
Current depreciation expense related to fixed assets amounting to TRY 8.373.383.726 (30 September 2024: TRY 7.177.738.664) booked in marketing and selling expenses and TRY 98.042.432 booked in general administrative expenses (30 September 2024 : TRY 18.609.476).
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
| Cost | Trademarks | Rights | Total |
|---|---|---|---|
| Opening balance as of 1 January 2025 | 1.221.085.645 | 1.623.280.114 | 2.844.365.759 |
| Additions | 231.644.844 | 231.644.844 | |
| Disposals | (6.439.188) | (6.439.188) | |
| Closing balance as of 30 September 2025 | 1.221.085.645 | 1.848.485.770 | 3.069.571.415 |
| Accumulated Amortization | |||
| Opening balance as of 1 January 2025 | 989.423.140 | 989.423.140 | |
| Charge for the period | 162.131.619 | 162.131.619 | |
| Disposals | (2.272.031) | (2.272.031) | |
| Closing balance as of 30 September 2025 | 1.149.282.728 | 1.149.282.728 | |
| Carrying value as of 30 September 2025 | 1.221.085.645 | 699.203.042 | 1.920.288.687 |
| Cost | Trademarks | Rights | Total |
| Opening balance as of 1 January 2024 | 1.221.085.646 | 1.359.618.931 | 2.580.704.577 |
| Additions | 203.333.608 | 203.333.608 | |
| Disposals | (3.808.590) | (3.808.590) | |
| Closing balance as of 30 September 2024 | 1.221.085.646 | 1.559.143.949 | 2.780.229.595 |
| Accumulated Amortization | |||
| Opening balance as of 1 January 2024 | 805.542.047 | 805.542.047 | |
| Charge for the period | 132.237.615 | 132.237.615 | |
| Disposals | (973.532) | (973.532) | |
| Closing balance as of 30 September 2024 | 936.806.130 | 936.806.130 | |
| Carrying value as of 30 September 2024 | 1.221.085.646 | 622.337.819 | 1.843.423.465 |
Assumptions used for brand impairment are explained in Note 2.9.
Detail of goodwill for the periods ended 30 September 2025 and 31 December 2024 is as follows:
| Company | Acquisition Date | 30 September 2025 |
31 December 2024 |
|---|---|---|---|
| Şok Marketler Ticaret A.Ş. | August 2011 | 4.381.207.982 | 4.381.207.982 |
| Dia Sabancı Süpermarketleri Tic. A.Ş. | July 2013 | 4.571.188.024 | 4.571.188.024 |
| Onur Ekspres Marketçilik A.Ş. | July 2013 | 416.648.819 | 416.648.819 |
| Other | - | 55.241.502 | 55.241.502 |
| 9.424.286.327 | 9.424.286.327 | ||
| 1 January- | 1 January | ||
| 30 September | 30 September | ||
| 2025 | 2024 | ||
| Goodwill | 9.424.286.327 | 9.424.286.327 | |
| 9.424.286.327 | 9.424.286.327 |
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
As a result of internal management purposes, goodwill is allocated to groups of cash-generating units that have similar neighborhoods and similar customer basis. Group of cash generating units are that allocated to districts by post codes.
Recoverable amount of each cash generating unit is determined based on fair value ("FV") less cost to sell of each cash generating unit that is determined according to relative valuation techniques by applying combination of multiples FV/EBITDA and FV/Sales by 40% and 60% respectively. Group management has applied 14.0X multiple for FV/EBITDA and 0.75X multiple for FV/Sales in the impairment model which is consistent with benchmarks and market conditions. Based on calculations above there is no impairment of goodwill associated with cash-generating units.
No impairment of goodwill associated with cash-generating units would have been determined, even if the estimated multiples for FV/EBITDA and FV/Sales used in the calculation of the recoverable amount of the cash-generating units had been decreased or increased by 5% as part of the sensitivity analysis.
Provisions for short term liabilities as of 30 September 2025 and 31 December 2024 are as follows:
| 30 September 2025 |
31 December 2024 |
|
|---|---|---|
| Lawsuits | 839.679.514 | 896.622.343 |
| 839.679.514 | 896.622.343 | |
| Provisions for as of 30 September 2025 and 2024 are as follows: | ||
| 1 January- | 1 January | |
| 30 September 2025 |
30 September 2024 |
|
| Balance at 1 January | 896.622.343 | 967.700.165 |
| Additional provisions recognized | 124.838.336 | 1.949.946 |
| Payments | (123.762.896) | (73.865.267) |
| Monetary gain / loss | (58.018.269) | (162.699.297) |
| Balance at 30 September | 839.679.514 | 733.085.547 |
Group management evaluates the possible results and financial impact of lawsuits at each reporting period and provides the necessary provisions for possible liabilities as a result of this assessment. As of 30 September 2025, the provision amount related with the lawsuits is amounting to TRY 839.679.514 (31 December 2024: TRY 896.622.343).
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
| 30 September 2025 |
31 December 2024 |
|
|---|---|---|
| A. CPM's given in the name of its own legal personality (*) -Guarantees -Mortgages -Pledges |
4.184.676.535 |
2.988.332.733 |
| B. CPM's given on behalf of the fully consolidated companies (*) 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 third parties 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 C |
||
| 4.184.676.535 | 2.988.332.733 |
(*) Relevant amounts are generally related to non-cash risks given to suppliers.
| Short-term benefits | 30 September 2025 |
31 December 2024 |
|---|---|---|
| Due to personnel | 1.696.994.855 | 1.672.053.757 |
| Social security premiums payable | 570.804.930 | 529.645.683 |
| 2.267.799.785 | 2.201.699.440 | |
| Provisions for short-term employee benefits | ||
| 30 September | 31 December | |
| Provisions for employee benefits | 2025 | 2024 |
| Short-term unused vacation liability | 366.428.601 | 588.933.129 |
| 366.428.601 | 588.933.129 |
The movement of for unused vacation liability for the periods ended 30 September 2025 and 2024 is as follows:
| 1 January- 30 September 2025 |
1 January 30 September 2024 |
|
|---|---|---|
| Opening balance at 1 January | 1.074.069.731 | 1.002.353.205 |
| Charge for the period | 60.109.052 | 125.154.277 |
| Payments (-) | (219.878.305) | (247.676.333) |
| Monetary gain / loss | (2.913.407) | (33.058.572) |
| Closing balance at 30 September | 911.387.071 | 846.772.577 |
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
| 30 September 2025 |
31 December 2024 |
|
|---|---|---|
| Retirement pay provision Long-term unused vacation liability |
490.559.331 544.958.470 |
466.978.987 485.136.602 |
| 1.035.517.801 | 952.115.589 |
Under Turkish Labor Law, the Group is required to pay termination benefits to each employee who has completed certain years of service and whose employment is terminated without due cause, who is called up for military service, dies or retires after completing 25 years of service and reaches the retirement age (58 for women and 60 for men).
The amount payable consists of one month's salary limited to a maximum of TRY 53.919,68 for each period of service at 30 September 2025 (31 December 2024: TRY 41.828,42).
The liability is not funded, as there is no funding requirement. The provision is calculated by estimating the present value of the future probable obligation of the Group arising from the retirement of employees. TAS 19 ("Employee Benefits") requires actuarial valuation methods to be developed to estimate the enterprise's obligation under defined benefit plans. Accordingly, the following actuarial assumptions are used in the calculation of the total liability:
The principal assumption is that the maximum liability for each year of service will increase in line with inflation. Thus, the discount rate applied represents the expected real rate after adjusting for the anticipated effects of future inflation. ConsequenTRYy, in the accompanying financial statements as at 30 September 2025, the provision has been calculated by estimating the present value of the future probable obligation of the Group arising from the retirement of the employees. The provisions at the respective balance sheet dates have been calculated assuming an annual inflation rate of 22,77% and a discount rate of 27,15%, resulting in a real discount rate of approximately 3,57% (31 December 2024: 3,57%). Ceiling amount of TRY 53.919,68 which is in effect since 1 October 2025 is used in the calculation of Groups' provision for retirement pay liability (1 October 2024: TRY 41.828,42). The turnover rates to estimate the probability of retiremenet are taken as 89,55 % and 27,87 % for white collar and blue collar personnel.
Movement for retirement pay provision for the periods ended 30 September 2025 and 2024 is as follows:
| 1 January- 30 September 2025 |
1 January 30 September 2024 |
|
|---|---|---|
| Provision at 1 January | 466.978.987 | 431.121.507 |
| Service cost | 78.587.285 | 58.543.078 |
| Interest cost | 83.145.321 | 67.786.981 |
| Termination benefits paid | (405.625.726) | (411.435.196) |
| Actuarial gains / (loss) | 342.979.952 | 374.898.395 |
| Monetary gain / loss | (75.506.488) | (126.502.969) |
| Provision at 30 September | 490.559.331 | 394.411.796 |
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
| Expenses by nature | 1 January - 30 September 2025 |
1 July- 30 September 2025 |
1 Ocak - 30 September 2024 |
1 July 30 September 2024 |
|---|---|---|---|---|
| Cost of sales | (158.648.471.904) | (55.777.610.068) | (156.867.052.505) | (55.982.717.408) |
| Personnel expenses | (24.436.411.787) | (7.765.125.436) | (23.260.555.287) | (7.685.043.130) |
| Depreciation and amortization expenses | (8.471.426.158) | (3.326.664.845) | (7.196.348.140) | (2.541.677.905) |
| Utility expenses | (4.227.536.977) | (1.700.528.197) | (3.768.186.237) | (1.409.873.529) |
| Transportation expenses | (3.057.942.533) | (1.142.825.877) | (3.578.680.956) | (1.315.641.130) |
| Rent expenses | (663.158.643) | (149.717.063) | (1.116.164.071) | (455.848.253) |
| Advertising expenses | (601.724.934) | (178.351.265) | (760.429.852) | (288.579.295) |
| Tax expenses and duties | (612.701.424) | (232.639.431) | (492.756.081) | (154.750.216) |
| Vehicle expenses | (460.902.119) | (155.188.245) | (461.200.714) | (167.833.941) |
| Outsourced expenses | (379.891.086) | (91.306.851) | (475.573.243) | (210.661.863) |
| Maintenance expenses | (406.291.681) | (177.133.453) | (289.330.303) | (110.777.178) |
| Cash collection expenses | (194.214.678) | (65.760.520) | (286.160.086) | (124.638.072) |
| Information tecnology expenses | (92.256.182) | (29.608.113) | (101.486.236) | (40.218.305) |
| Packaging expenses | (81.980.719) | (27.107.048) | (94.481.521) | (22.910.489) |
| Other expenses | (720.880.947) | (285.322.371) | (830.342.528) | (191.267.447) |
| (203.055.791.772) | (71.104.888.783) | (199.578.747.760) | (70.702.438.161) |
| Other current assets | 30 September 2025 |
31 December 2024 |
|---|---|---|
| VAT deductible | 723.930.531 | 748.454.923 |
| Prepaid taxes and funds | 246.900.474 | 130.523.409 |
| Other assets | 6.156.947 | 121.843.355 |
| 976.987.952 | 1.000.821.687 | |
| Other short-term liabilities | 30 September 2025 |
31 December 2024 |
| Taxes and dues payable | 275.681.985 | 549.204.175 |
| Other liabilities (*) | 303.650.194 | 268.815.506 |
| 579.332.179 | 818.019.681 |
(*) TRY 226.508.263 of the amount is related to Recovery Participation Share ("GEKAP") liabilities (31 December 2024: TRY 189.861.772).
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
Shareholder structure as of 30 September 2025 and 31 December 2024 is stated below:
| 30 September | 31 December | |||
|---|---|---|---|---|
| Shareholders | % | 2025 | % | 2024 |
| Turkish Retail Investments B.V. | 24% | 144.000.000 | 24% | 144.000.000 |
| Gözde Girişim Sermayesi Yat. Ort. A.Ş. | 24% | 140.400.327 | 24% | 140.400.327 |
| European Bank For Reconstruction and Development | 6% | 33.950.000 | 6% | 33.950.000 |
| Free Float and other | 46% | 274.939.681 | 46% | 274.939.681 |
| Nominal paid capital | 100% | 593.290.008 | 100% | 593.290.008 |
| Share capital adjustment differences (*) | 7.540.853.536 | 7.540.853.536 | ||
| Adjusted share capital | 8.134.143.544 | 8.134.143.544 |
(*) Share capital adjustment differences refer to the difference between the total amounts of cash and cash equivalent additions to capital adjusted in accordance with TFRS published by the KGK and their preadjustment amounts. Capital adjustment differences have no use other than being added to capital.
The Group's nominal capital has been divided into 593.290.008 registered shares with a par value of TRY 1 per share (31 December 2024: 593.290.008 shares).
The legal reserves consist of first and second legal reserves, appropriated in accordance with the Turkish Commercial Code. The first legal reserve is appropriated out of historical statutory profits at the rate of 5% per annum, until the total reserve reaches 20% of the historical paid-in share capital. The second legal reserve is appropriated after the first legal reserve and dividends, at the rate of 10% per annum of all cash dividend distributions.
As of 30 September 2025 restricted reserves is TRY 421.288.293 (31 December 2024: TRY 421.288.293).
As of 30 September 2025, actuarial loss / gain is negative TRY 1.114.049.186 (31 December 2024: negative TRY 856.814.222).
Details of retained earnings are as follows:
| 30 September 2025 | 31 December 2024 | |
|---|---|---|
| Retained earnings Restricted reserves |
27.879.750.735 421.288.293 |
27.802.933.457 421.288.293 |
| 28.301.039.028 | 28.224.221.750 |
A comparison of the Group's equity items restated for inflation in the consolidated financial statements as of 30 September 2025 and the restated amounts in the financial statements prepared in accordance with statutory accounting are as follows:
| 30 September 2025 | Inflation adjusted amounts in the financial statements prepared in accordance with statutory accounting |
Inflation adjusted amounts in the financial statements prepared in accordance with TAS/TFRS |
Differences recognized in retained earnings |
|---|---|---|---|
| Share capital adjustment differences | 21.582.188.750 | 7.540.853.536 | 14.041.335.214 |
| Restricted reserves | 350.746.849 | 421.288.293 | (70.541.444) |
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
As of 30 September 2025 and 2024 the sales of Group are as follows:
| a) Revenue | 1 January - | 1 July - | 1 January - | 1 July - |
|---|---|---|---|---|
| 30 September | 30 September | 30 September | 30 September | |
| 2025 | 2025 | 2024 | 2024 | |
| Revenue from merchandises sold | 201.249.772.732 | 71.903.573.950 | 193.279.616.484 | 68.783.603.155 |
| Sales returns (-) | (2.820.058.989) | (1.030.115.985) | (3.104.966.896) | (1.133.007.188) |
| Net sales | 198.429.713.743 | 70.873.457.965 | 190.174.649.588 | 67.650.595.967 |
| b) Cost of Sales | 1 January - | 1 July - | 1 January - | 1 July - |
| 30 September | 30 September | 30 September | 30 September | |
| 2025 | 2025 | 2024 | 2024 | |
| Cost of merchandises sold | (158.648.471.904) | (55.777.610.068) (156.867.052.505) | (55.982.717.408) | |
| (158.648.471.904) | (55.777.610.068) (156.867.052.505) | (55.982.717.408) |
| Marketing and sales expenses | 1 January - 30 September 2025 |
1 July - 30 September 2025 |
1 January - 30 September 2024 |
1 July - 30 September 2024 |
|---|---|---|---|---|
| Personnel expenses | (23.590.027.584) | (7.456.692.036) | (22.860.222.719) | (7.474.804.330) |
| Depreciation and amortization expenses | (8.373.383.726) | (3.305.196.033) | (7.177.738.664) | (2.532.572.603) |
| Utility expenses | (4.227.536.977) | (1.700.528.197) | (3.768.186.237) | (1.409.873.529) |
| Transportation expenses | (3.057.942.533) | (1.142.825.877) | (3.578.680.956) | (1.315.641.130) |
| Rent expenses | (653.324.492) | (146.633.195) | (1.096.956.775) | (448.369.335) |
| Advertising expenses | (601.724.934) | (178.351.265) | (760.429.852) | (288.579.295) |
| Tax expenses and duties | (601.610.995) | (228.884.571) | (483.947.064) | (150.570.881) |
| Vehicle expenses | (426.279.457) | (142.881.400) | (419.823.084) | (147.507.108) |
| Maintenance expenses | (406.291.681) | (177.133.453) | (289.330.303) | (110.777.178) |
| Packaging expenses | (81.980.719) | (27.107.048) | (94.481.521) | (22.910.489) |
| Other marketing and sales expenses | (643.499.311) | (275.079.536) | (661.190.700) | (154.888.806) |
| (42.663.602.409) | (14.781.312.611) | (41.190.987.875) | (14.056.494.684) | |
| 1 January - | 1 July - | 1 January - | 1 July - | |
| 30 September | 30 September | 30 September | 30 September | |
| General administrative expenses | 2025 | 2025 | 2024 | 2024 |
| Personnel expenses | (846.384.203) | (308.433.400) | (400.332.568) | (210.238.801) |
| Outsourced expenses | (379.891.086) | (91.306.851) | (475.573.243) | (210.661.863) |
| Cash collection expenses | (194.214.678) | (65.760.520) | (286.160.086) | (124.638.072) |
| Amortization expenses | (98.042.432) | (21.468.812) | (18.609.476) | (9.105.302) |
| Information tecnology expenses | (92.256.182) | (29.608.113) | (101.486.236) | (40.218.305) |
| Vehicle expenses | (34.622.662) | (12.306.845) | (41.377.630) | (20.326.833) |
| Tax expenses and duties | (11.090.429) | (3.754.860) | (8.809.017) | (4.179.335) |
| Rent expenses | (9.834.151) | (3.083.868) | (19.207.296) | (7.478.918) |
| Other administrative expenses | (77.381.636) | (10.242.835) | (169.151.828) | (36.378.640) |
| (1.743.717.459) | (545.966.104) | (1.520.707.380) | (663.226.069) |
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
For the periods ended on 30 September 2025 and 2024, other income from operating activities is as follows:
| 1 January - 30 September |
1 July - 30 September |
1 January - 30 September |
1 July - 30 September |
|
|---|---|---|---|---|
| Other operating income | 2025 | 2025 | 2024 | 2024 |
| Foreign exchange from operating activities Provisions no longer required |
89.859.972 |
2.017.101 |
342.328.497 |
134.585.897 (145.072.383) |
| Other income | 12.849.625 | (321.552) | 459.929.164 | 217.986.819 |
| 102.709.597 | 1.695.549 | 802.257.661 | 207.500.333 |
For the periods ended on 30 September 2025 and 2024, other expenses from operating activities is as follows:
| Other operating expense | 1 January - 30 September 2025 |
1 July - 30 September 2025 |
1 January - 30 September 2024 |
1 July - 30 September 2024 |
|---|---|---|---|---|
| Interest income/expense on credit purchases | ||||
| and trade payables (net) | (1.303.933.209) | (526.108.733) | (448.760.732) | (410.282.152) |
| Provision expense | (1.949.946) | (1.949.946) | ||
| Foreign loss from operating activities | (50.317.596) | (12.753.520) | (58.859.984) | (8.243.464) |
| Allowance for doubtful receivables | (5.706) | 74.430 | ||
| Other expenses | (517.902.271) | (232.140.130) | (422.247.440) | (205.232.300) |
| (1.872.153.076) | (771.002.383) | (931.823.808) | (625.633.432) |
For periods ended on 30 September 2025 and 2024, income from investment activities is as follows:
| Income from investing activities | 1 January - | 1 July - | 1 January - | 1 July - |
|---|---|---|---|---|
| 30 September | 30 September | 30 September | 30 September | |
| 2025 | 2025 | 2024 | 2024 | |
| Interest income | 1.768.002.284 | 745.973.066 | 2.262.611.045 | 1.050.147.861 |
| Gain on sale of property and equipment | 3.356.032 | 106.030 | 226.965 | 29.512 |
| 1.771.358.316 | 746.079.096 | 2.262.838.010 | 1.050.177.373 |
For the periods ended on 30 September 2025 and 2024, expenses from investment activities are as follows:
| Expenses from investing activities | 1 January - 30 September 2025 |
1 July - 30 September 2025 |
1 January - 30 September 2024 |
1 July - 30 September 2024 |
|---|---|---|---|---|
| Loss / (profit) on sale of property and equipment | (536.423) | (513.947) | (266.028) | 189 |
| (536.423) | (513.947) | (266.028) | 189 |
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
For the periods ended 30 September 2025 and 2024 financial expenses are as follows:
| Finansman Giderleri | 1 January - 30 September 2025 |
1 July - 30 September 2025 |
1 January - 30 September 2024 |
1 July - 30 September 2024 |
|---|---|---|---|---|
| Financial expenses arises from lease liabilities (*) | (2.953.219.586) | (1.031.660.922) | (2.136.154.735) | (702.012.672) |
| POS collection expenses | (2.785.679.884) | (1.009.219.669) | (2.682.299.274) | (1.004.957.828) |
| Interest expense from related parties (Note 26) | (21.490.036) | (5.472.615) | (22.311.479) | (8.082.225) |
| Other | (109.299.340) | (35.865.355) | (784.735.886) | (451.852.609) |
| (5.869.688.846) | (2.082.218.561) | (5.625.501.374) | (2.166.905.334) |
(*) Lease liabilities interest expense is the interest calculated on lease liabilities within the scope of TFRS 16.
The Group is subject to Turkish corporate taxes. Provision is made in the accompanying financial statements for the estimated charge based on the Group's results for the years and periods.The deferred tax income effect from Future Teknoloji's previous year loses to be offset has been calculated and has been reflected in the financial statements.
Corporate tax is applied on taxable corporate income, which is calculated from the statutory accounting profit by adding back non-deductible expenses, and by deducting dividends received from resident companies, other exempt income and investment incentives utilized.
The effective tax rate in 2025 is 25% (2024: 25%) for the Group.
In Turkey, advance tax returns are filed on a quarterly basis. Advance corporate income tax rate applied in 2025 is 25%. (2024: 25% ) Losses can be carried forward for offset against future taxable income for up to 5 years. However, losses cannot be carried back for offset against profits from previous periods.
In accordance with Article 21 of the "Law on the Amendment of Additional Motor Vehicles Tax for Compensation of Economic Losses Caused by Earthquakes Occurring on 6/2/2023 and Amending Certain Laws and Decree Law No. 375" published in the Official Gazette dated 15 July 2023 and numbered 32249 the first paragraph of Article 32 of the Corporate Tax Law No. 5520 has been amended as follows: "In so far, corporate tax is collected at the rate of 30% on the corporate earnings of banks, companies within the scope of Law No. 6361, electronic payment and money institutions, authorized foreign exchange institutions, asset management companies, capital market institutions, insurance and reinsurance companies and pension companies." Article 21 of the Law, starting from the declarations that must be submitted as of 1/10/2023; it entered into force on the date of its publication to be applied to the earnings of corporations in 2023 and the following taxation periods, and to the earnings of corporations subject to the special accounting period, starting in the 2023 calendar year and the following taxation periods.
Furthermore, there is no procedure for a final and definitive agreement on tax assessments in Turkey. Companies file their tax returns between 1-30 April following the close of the accounting year to which they relate. Tax authorities may, however, examine such returns and the underlying accounting records and may revise assessments within five years.
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
The Group recognizes deferred tax assets and liabilities based upon temporary differences arising between the financial statements as reported for TFRS purposes and financial statements prepared in accordance with the tax legislation. These differences arise from the differences in accounting periods for the recognition of income and expenses in accordance with TFRS and tax legislation.
Turkey has put into effect the Domestic Minimum Corporate Tax with the laws published in the Official Gazette dated 2 August 2024. This tax will be applied starting from the 2025 accounting period. "The institution of the Minimum Corporate Tax was introduced with Law No. 7524, and a regulation was made stating that the corporate tax calculated within this scope cannot be less than 10% of the corporate income before deductions and exemptions. The regulation will enter into force on the date of publication to be applied to the corporate income of the 2025 taxation period. In addition, the Corporate Tax General Communiqué No. 23 has been published on the subject.
In Turkey, the companies cannot declare a consolidated tax return, therefore subsidiaries that have deferred tax assets position were not netted off against subsidiaries that have deferred tax liabilities position and disclosed separately.
| Temporary Differences | ||
|---|---|---|
| 30 September | 31 December | |
| 2024 | ||
| 8.637.461.900 | ||
| (7.889.245.204) | ||
| (10.019.432.568) | ||
| 903.441.388 | ||
| 466.978.988 | ||
| 1.074.069.732 | ||
| (1.243.686.776) | (1.387.710.424) | |
| 896.622.344 | ||
| (3.288.420) | ||
| (8.808.196.422) | (7.321.102.264) | |
| Deferred Tax | ||
| 30 September | 31 December | |
| 2024 | ||
| 2.159.365.475 | ||
| (1.972.311.301) | ||
| (2.444.999.576) | (2.504.858.142) | |
| 370.508.361 | 225.860.347 | |
| 122.639.833 | 116.744.747 | |
| 227.846.768 | 268.517.433 | |
| (310.921.694) | (346.927.606) | |
| 209.919.878 | 224.155.586 | |
| 51.131.305 | (822.105) | |
| 2025 8.070.636.148 (9.783.332.068) (9.779.998.304) 1.482.033.442 490.559.332 911.387.072 839.679.512 204.525.220 2025 2.017.659.037 (2.445.833.017) |
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
The movement of deferred tax liability for the periods ended as of 30 September 2025 and 2024 is as follows:
| Movement of deferred tax liability: | 1 January- 30 September 2025 |
1 January 30 September 2024 |
|---|---|---|
| Opening balance at 1 January | (1.830.275.566) | (3.344.954.815) |
| Deferred tax expense recognised in statement of profit or loss | (457.518.527) | 240.456.949 |
| Recognised in other comprehensive income | 85.744.988 | 84.240.734 |
| Closing balance at 30 September | (2.202.049.105) | (3.020.257.132) |
| The amounts reflected in comprehensive statement of profit or loss of the periods ended at 30 September 2025 and 2024 are as |
follows:
| 1 January- 30 September 2025 |
1 January 30 September 2024 |
|
|---|---|---|
| Current period legal tax | ||
| Deferred tax (expense) / income | (457.518.527) | 240.456.949 |
| Total tax (expense) / income | (457.518.527) | 240.456.949 |
| 1 January- | 1 January | |
| 30 September | 30 September | |
| Tax reconciliation: | 2025 | 2024 |
| Profit / (loss) before taxation | (55.196.786) | 39.150.039 |
| 25% | 25% | |
| Tax at the domestic income tax rate of 25% (2024: 25%) | 13.799.196 | (9.787.510) |
| Tax effects of: | ||
| - Expenses that are not deductible | (264.981.607) | (138.088.008) |
| - Increase in tax base under tax amnesty | 295.981.794 | 736.900.483 |
| - Deferred tax effect arising from the difference between the communique on TPL inflation accounting and the financial statements prepared in accordance |
with | |
| TAS / TFRS | 519.858.123 | 594.021.847 |
| - Monetary loss | (861.857.281) | (1.033.435.625) |
| - Other | (160.318.752) | 90.845.762 |
| Tax income recognised in profit or loss | (457.518.527) | 240.456.949 |
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
| 30 September 2025 | |||
|---|---|---|---|
| Balances with related parties | Trade receivables | Trade payables | Other payables |
| Shareholders | |||
| Yıldız Holding A.Ş. | 31.857.758 | ||
| Related parties - Companies controlled by shareholders | |||
| Pasifik Tüketim Ürünleri Satış Ve Tic.A.Ş. Bizim Toptan Satış Mağazaları A.Ş |
325.883.501 |
2.369.396.762 1.718.938 |
|
| Horizon Hızlı Tük. Ürün.Üretim Paz.Sat. Ve Tic.A. Ş | 28.429.412 | ||
| E Star Global E-Ticaret Satış Ve Pazarlama A.Ş. | 13.209.364 | ||
| Yeni Teközel Markalı Ür.DağHiz.A.Ş. | 10.009.403 | 532.897.549 | |
| Ülker Bisküvi Sanayi A.Ş. | 4.092.101 | ||
| Besler Gıda Ve Kimya San.Ve Tic.A.Ş. | 365.538.443 | ||
| İzsal Bilgi Sistemleri Ve Gay.Gelişt. A.Ş. | 10.454.880 | ||
| Nesos Gıd. San.A.Ş. | 8.308.015 | ||
| İstanbul Gıda San. Ve Ticaret A.Ş. | 1.605.658 | ||
| Aytaç Gıda Yatırım Sanayi Ve Ticaret A.Ş | 114.993.767 | ||
| Azmüsebat Çelik San. Ve Tic.A.Ş. | 19.029.885 | ||
| Diğer | 707.921 | 1.991.520 | |
| 382.331.702 | 3.457.793.175 | ||
| 31 December 2024 | |||
| Balances with related parties | Trade receivables | Trade payables | Other payables |
| Shareholders | |||
| Yıldız Holding A.Ş. | 23.499.059 | 2.914.604 | |
| Related parties - Companies controlled by shareholders | |||
| Pasifik Tüketim Ürünleri Satış Ve Tic.A.Ş. | 2.787.839.532 | ||
| Bizim Toptan Satış Mağazaları A.Ş E Star Global E-Ticaret Satış Ve Pazarlama A.Ş. |
289.471.050 9.289.511 |
23.205.389 | 818.111 18.527.529 |
| Horizon Hızlı Tük. Ürün.Üretim Paz.Sat. Ve Tic.A.Ş | 1.196.267 | ||
| Yeni Teközel Markalı Ür.DağHiz.A.Ş. | |||
| Kerevitaş Gıda San.Ve Tic.A.Ş. | 558.757.725 | ||
| Aytaç Gıda Yatırım Sanayi Ve Ticaret A.Ş | 384.927.798 | ||
| İzsal Bilgi Sistemleri Ve Gay. Gelişt.A.Ş. | 138.576.862 | ||
| Azmüsebat Çelik San. Ve Tic.A.Ş. | 38.811.569 | ||
| Dank Gıda San. Ve Tic.A.Ş. | 21.459.256 1.194.318 |
||
| İstanbul Gıda San. Ve Ticaret A.Ş. | 2.545.029 |
The total amount of benefits for the key management personnel in the current period is as follows:
Kv2K Perakende Müşteri Hizmetleri A.Ş. --
Nesos Gıd. San.A.Ş. --
Penta Teknoloji Ürün. Dağ.Tic.A.Ş. --
Sağlam İnşaat Taah. Tic. A.Ş. --
| 1 January- 30 September |
1 January 30 September |
|
|---|---|---|
| Salaries and other short-term benefits | 2025 165.372.924 |
2024 105.579.329 |
| 165.372.924 | 105.579.329 |
Diğer 516.133 1.466.726 --
1.318.622 --
7.239.287 --
1.702.014 --
14.103.584 --
300.472.961 4.006.646.770 22.260.244
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
| 1 Ocak - 30 September 2025 | ||||
|---|---|---|---|---|
| Finance | Sales and Other | |||
| Transactions with related parties | Purchases | expenses paid | income | Other expense |
| Shareholders | ||||
| Yıldız Holding A.Ş. | (20.668.629) | 817.409 | (139.602.846) | |
| Related parties - Companies controlled by shareholders | ||||
| Pasifik Tüketim Ürünleri Satış ve Tic. A.Ş. | 6.733.030.027 | 5.822.493 | ||
| Yeni Teközel Markalı Ürünler Dağıtım Hizmetleri A.Ş. | 2.178.276.932 | 65.015.664 | ||
| Kerevitaş Gıda San. ve Tic. A.Ş. | 1.058.625.344 | 15.662.799 | ||
| Aytaç Gıda Yatırım San. Tic. A.Ş. | 471.131.562 | 253.781 | ||
| Azmüsebat Çelik San. Tic. A.Ş. | 69.319.544 | 744.691 | ||
| Nesos Gıda San. ve Tic. A.Ş. | 33.331.625 | |||
| Bizim Toptan Satış Mağazaları A.Ş. | 6.005.028 | 830.275.108 | ||
| Ülker Bisküvi San. A.Ş. | 1.623.687 | (12.334.884) | ||
| Polinas Plastik San. Tic. A.Ş. | 1.985.147 | |||
| İzsal Gayrimenkul Geliştirme A.Ş. | (821.407) | 445.062 | (185.198.015) | |
| Penta Teknoloji Ürünleri Dağıtım Tic.A.Ş. | 639.149 | |||
| Sağlam İnşaat Taahhüt Tic. A.Ş. | 389.614 | (37.360.679) | ||
| Dank Gıda San. ve Tic. A.Ş. | 411.935 | (432.940) | ||
| Adapazarı Şeker Fabrikası A.Ş. | 41.856 | |||
| Diğer | 102.242.242 | |||
| 10.549.720.062 | (21.490.036) | 1.026.370.637 | (374.929.364) | |
| 1 Ocak - 30 September 2024 | ||||
| Finance | Sales and | |||
| Transactions with related parties | Purchases | expenses paid | Other income | Other expense |
| Shareholders | ||||
| Yıldız Holding A.Ş. | (21.255.652) | 270.119 | (122.479.866) | |
| Related parties - Companies controlled by shareholders | ||||
| Pasifik Tüketim Ürünleri Satış ve Tic. A.Ş. | 6.189.706.412 | 8.997.054 | (181.688) | |
| Yeni Teközel Markalı Ürünler Dağıtım Hizmetleri A.Ş. | 2.303.579.966 | (1.055.827) | 56.850.688 | |
| Kerevitaş Gıda San. ve Tic. A.Ş. | 901.561.730 | 1.250.414 | ||
| Aytaç Gıda Yatırım San. Tic. A.Ş. | 484.309.128 | 10.103.589 | ||
| Adapazarı Şeker Fabrikası A.Ş. | 395.092.650 | 54.016.776 | ||
| Azmüsebat Çelik San. Tic. A.Ş. | 88.514.475 | 4.649.299 | ||
| Bizim Toptan Satış Mağazaları A.Ş. | 40.789.302 | 909.003.364 | ||
| Nesos Gıda San. ve Tic. A.Ş. | 40.757.710 | |||
| Ülker Bisküvi San. A.Ş. | 1.190.443 | (11.525.604) | ||
| Polinas Plastik San. Tic. A.Ş. | 1.768.110 | |||
| İzsal Gayrimenkul Geliştirme A.Ş. | 1.238.457 | (124.395.491) | ||
| Penta Teknoloji Ürünleri Dağıtım Tic.A.Ş. | 709.020 | |||
| Sağlam İnşaat Taahhüt Tic. A.Ş. | 349.492 | (29.566.191) | ||
| Önem Gıda San. ve Tic. A.Ş. | 62.657.305 | |||
| Dank Gıda San. ve Tic. A.Ş. Diğer |
9.961 |
305.105 2.492.707 |
(6.724.666) (1.650.469) |
10.444.321.334 (22.311.479) 1.115.851.942 (296.523.975)
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximizing the return to shareholders through the optimization of the debt and equity balance.
The capital structure of the Group consists of debt, which includes the borrowings disclosed in Note 5, other receivables from related parties and other payables to related parties disclosed in Note 26, cash and cash equivalents disclosed in Note 4 and equity attributable to equity holders of the parent, comprising issued capital, reserves and retained earnings as disclosed in Note 19.
Group management reviews capital based on the leverage ratio to be consistent with other companies in industry. This ratio is calculated as net debt divided by the total capital amount. Net debt is calculated as total liability amount (comprises of borrowings, other receivables from related parties and other payables to related parties and interest bearing other payables to non-related parties) less cash and cash equivalents. Total capital is calculated as shareholders' equity plus the net debt amount as presented in the consolidated balance sheet.
As of 30 September 2025 and 31 December 2024 net debt / total capital ratio is as follows:
| 30 September 2025 |
31 December 2024 |
|
|---|---|---|
| Total borrowings (*) | ||
| Less: Cash and cash equivalents (Note 4) | (11.570.462.142) | (7.252.783.519) |
| Net debt | (11.570.462.142) | (7.252.783.519) |
| Total equity | 35.332.752.643 | 36.154.576.496 |
| Total capital | 23.762.290.501 | 28.901.792.977 |
| Gearing ratio | 0% | 0% |
(*) Effect of TFRS 16 and trade payables are not included.
The Group's corporate treasury function provides services to the business, coordinates access to domestic markets, monitors and manages the financial risks relating to the operations of the Group through internal risk reports which analyses exposures by degree and magnitude of risk. These risks include market risk (including currency risk, fair value interest rate risk and price risk) credit risk, liquidity risk and cash flow interest rate risk.
The treasury department presents the financial and risk positions of the Group and how to reduce financial risks of the Group to the Board of Directors three times a year and sends monthly reports of its financial position to the main shareholders.
Credit risk refer to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. Receivables arising from sales consists of credit card slips. Since the customers are final consumers, the Group has no risk for credit card slip receivables.
The risk arised from the advances and deposits given in order to make investments by the Group, is under control by obtaining letter of guarantees from various banks. Based on the Group policy, the Group does not pay any advance or deposits without obtaining a letter of guarantee from banks.
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
(c) Credit Risk Management (Continued)
| The credit risks exposured because of financial instrument types | Receivables | ||||
|---|---|---|---|---|---|
| Trade receivables | Other Receivables | ||||
| 30 September 2025 |
Related Party | Other | Related Party | Other | Deposits in banks |
| Maximum net credit risk as of balance sheet date (i) | 382.331.702 | 16.045.615 | 343.068.010 | 10.760.897.768 | |
| -The part of maximum risk under guarantee with collateral | |||||
| A. Net book value of neither past due nor impaired financial assets (ii) |
336.343.429 | 11.865.456 | 343.068.010 | 10.760.897.768 | |
| B. Book value of restructured otherwise accepted as past due and impaired financial assets |
|||||
| C. Net book value of past due but not impaired assets | 45.988.273 | 4.180.159 | |||
| D. Impaired asset net book value - Past due (gross amount) - Impairment (-) - Net value collateralized or guaranteed part of net value - Not over due (gross amount) - Impairment (-) - Net value collateralized or guaranteed part of net value |
8.864.580 (8.864.580) |
||||
| E. Off-balance sheet items bearing credit risk |
(i) The factors that increase the credit reliability such as guarantees received are not considered in the balance.
(ii) Except for, there is a credit card receivable amounting to TRY 505.010.800 which holds no credit risk.
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
(c) Credit Risk Management (Continued)
The credit risks exposured because of financial instrument types Receivables Trade receivables Other Receivables 31 December 2024 Related Party Other Related Party Other Deposits in banks Maximum net credit risk as of balance sheet date (i) 300.472.961 27.390.999 -- 400.712.794 6.350.581.685 -The part of maximum risk under guarantee with collateral -- -- -- -- -- A. Net book value of neither past due nor impaired financial assets (ii) 290.400.396 26.020.548 -- 400.712.794 6.350.581.685 B. Book value of restructured otherwise accepted as past due and impaired financial assets -- -- -- -- -- C. Net book value of past due but not impaired assets 10.072.565 1.370.451 -- -- -- D. Impaired asset net book value - Past due (gross amount) -- 11.155.243 -- -- -- - Impairment (-) -- (11.155.243) -- -- -- - Net value collateralized or guaranteed part of net value -- -- -- -- -- - Not over due (gross amount) -- -- -- -- -- - Impairment (-) -- -- -- -- -- - Net value collateralized or guaranteed part of net value -- -- -- -- -- E. Off-balance sheet items bearing credit risk -- -- -- -- --
(i) The factors that increase the credit reliability such as guarantees received are not considered in the balance.
(ii) Except for, there is a credit card receivable amounting to TRY 618.347.345 which holds no credit risk.
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
Aging of overdue receivables as 30 September 2025 and 31 December 2024 is as follows:
| Trade Receivables | |||
|---|---|---|---|
| 30 September 2025 |
31 December 2024 |
||
| Overdue between 1-30 days | 9.709.564 | 10.252.145 | |
| Overdue between 1-3 Months | 27.919.137 | 548.951 | |
| Overdue between 3-12 Months | 12.539.730 | 641.920 | |
| Total overdue receivables | 50.168.431 | 11.443.016 | |
| The portion of under guarantee with collateral etc. |
Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.
The following table details the Group's expected maturity for its non-derivative financial liabilities and prepared with the assumption that the liabilities will be paid as soon as they mature. The tables below have been drawn up based on the undiscounted contractual maturities of the financial assets.
The maturities estimated by the Group are same as the maturities on agreements
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
(d) Liquidity risk management (Continued)
| Contractual | ||||||
|---|---|---|---|---|---|---|
| 30 September 2025 |
undiscounted cash | 3-12 | ||||
| Book value | flow (I+II+III+IV) | Up to 3 months (I) | months (II) | 1-5 years (III) | Over 5 years (IV) | |
| Financial liabilities | ||||||
| Lease liabilities | 12.525.235.108 | 30.996.132.718 | 1.646.083.497 | 4.338.858.320 | 16.547.105.824 | 8.464.085.077 |
| Trade payables | 42.816.933.910 | 42.816.933.910 | 42.816.933.910 | |||
| Other payables | 635.055.396 | 635.055.396 | 634.469.066 | 586.330 | ||
| Total liability | 55.977.224.414 | 74.448.122.024 | 44.463.017.407 | 4.973.327.386 | 16.547.692.154 | 8.464.085.077 |
| Contractual | ||||||
| 31 December 2024 | undiscounted cash | 3-12 | ||||
| Book value | flow (I+II+III+IV) | Up to 3 months (I) | months (II) | 1-5 years (III) | Over 5 years (IV) | |
| Financial liabilities | ||||||
| Lease liabilities | 11.886.542.196 | 35.141.448.470 | 1.973.347.708 | 5.152.584.510 | 19.234.614.296 | 8.780.901.956 |
| Trade payables | 38.233.389.994 | 33.549.282.518 | 33.549.282.518 | |||
| Other payables | 57.973.424 | 57.973.423 | 57.237.992 | 735.431 | ||
| Total liability | 50.177.905.614 | 68.748.704.411 | 35.522.630.226 | 5.209.822.502 | 19.235.349.727 | 8.780.901.956 |
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
The Group's activity is subject to very limited financial risks of changes in foreign currency exchange rates.
Market risk exposures of the Group are measured using sensitivity analysis.
In the current period there has been no significant change to the Group's exposure to market risks or the manner in which it manages and measures the risk.
Transactions in foreign currencies expose the Group to foreign currency risk. The Group does not use any derivative instruments to preserve its foreign currency risk as a result of its major transactions and cash flows.
The Group undertakes certain transactions denominated in US Dollar hence exposures to certain exchange rate fluctuations arise. As of 30 September 2025, a 20% strengthening of US Dollar against the TRY, on the basis that all other variables remain constant, would have increased profit before taxation by TRY 4.756.713 (increased 31 December 2024: TRY 137.928.462).
The Group undertakes certain transactions denominated in Euro hence exposures to certain exchange rate fluctuations arise. As of 30 September 2025, a 20% strengthening of Euro against the TRY, on the basis that all other variables remain constant, would have would have decreased profit before taxation by TRY 4.792.859 (increased 31 December 2024: TRY 148.820.385).
The Group is not subject to interest rate risk, as the Group does not have any floating rate liability.
The Group does not hold equity investments or liability like bond / stocks etc. which can be exposed to price changes.
The detail by foreign currency of the Group's monetary assets and liabilities with foreign currencies as below:
| 30 September 2025 | TRY Equivalent ( Functional Currency) |
US Dollar | Euro | Other |
|---|---|---|---|---|
| Monetary financial assets | 84.795.695 | 879.224 | 972.468 | 17.977 |
| CURRENT ASSETS | 84.795.695 | 879.224 | 972.468 | 17.977 |
| Monetary financial assets | ||||
| NON-CURRENT ASSETS | ||||
| TOTAL ASSETS | 84.795.695 | 879.224 | 972.468 | 17.977 |
| Trade payables | (36.047.056) | (306.104) | (479.861) | |
| CURRENT LIABILITIES | (36.047.056) | (306.104) | (479.861) | |
| Monetary other liabilities | ||||
| NON-CURRENT LIABILITIES | ||||
| TOTAL LIABILITIES | (36.047.056) | (306.104) | (479.861) | |
| Net foreign currency position | 48.748.639 | 573.120 | 492.607 | 17.977 |
| Monetary items net foreign currency asset / liability position |
48.748.639 | 573.120 | 492.607 | 17.977 |
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
(e) Market Risk Management (Continued)
Foreign currency risk management (Continued)
| 31 December 2024 | TRY Equivalent ( Functional Currency) |
US Dollar | Euro | Other |
|---|---|---|---|---|
| Monetary financial assets | 1.475.379.460 | 19.749.614 | 21.203.067 | 15.159 |
| CURRENT ASSETS | 1.475.379.460 | 19.749.614 | 21.203.067 | 15.159 |
| Monetary financial assets | ||||
| NON-CURRENT ASSETS | ||||
| TOTAL ASSETS | 1.475.379.460 | 19.749.614 | 21.203.067 | 15.159 |
| Trade payables | (40.964.481) | (170.463) | (951.483) | |
| CURRENT LIABILITIES | (40.964.481) | (170.463) | (951.483) | |
| Monetary other liabilities | ||||
| NON-CURRENT LIABILITIES | ||||
| TOTAL LIABILITIES | (40.964.481) | (170.463) | (951.483) | |
| Net foreign currency position | 1.434.414.979 | 19.579.151 | 20.251.584 | 15.159 |
| Monetary items net foreign currency asset / liability position |
1.434.414.979 | 19.579.151 | 20.251.584 | 15.159 |
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
Categories of financial instruments:
| 30 September 2025 | Amortized Cost | Carrying value | Note |
|---|---|---|---|
| Financial assets | |||
| Cash and cash equivalents | 11.570.462.142 | 11.570.462.142 | 4 |
| Trade receivables (including related parties) | 398.377.317 | 398.377.317 | 6 |
| Other receivables (including related parties) | 343.068.010 | 343.068.010 | 7 |
| Financial liabilities | |||
| Lease liabilities | 12.525.235.108 | 12.525.235.108 | 5 |
| Trade payables (including related parties) | 42.816.933.910 | 42.816.933.910 | 6 |
| Other liabilities (including related parties) | 635.055.396 | 635.055.396 | |
| 31 December 2024 | Amortized Cost | Carrying value | Note |
| Financial assets | |||
| Cash and cash equivalents | 7.252.783.519 | 7.252.783.519 | 4 |
| Trade receivables (including related parties) Other receivables (including related parties) |
327.863.960 400.712.794 |
327.863.960 400.712.794 |
6 7 |
| Financial liabilities | |||
| Lease liabilities Trade payables (including related parties) |
11.886.542.196 38.233.389.994 |
11.886.542.196 38.233.389.994 |
5 6 |
The Group management considers that the carrying values of financial instruments reflect their fair value.
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
As of 30 September 2025 and 2024 earnings per share calculation is as follows:
| Earnings per share | 1 January- 30 September 2025 |
1 January 30 September 2024 |
|---|---|---|
| Average number of shares during the period (full value) Net Profit / (Loss) for the period attributable to equity holder of the parents |
593.290.008 (512.715.313) |
593.290.008 279.606.988 |
| Earnings per share | (0,8642) | 0,4713 |
| 30 September 2025 | |
|---|---|
| Statement of financial position items | |
| Inventories | 811.073.248 |
| Prepaid expenses | (130.024.367) |
| Subsidiaries | 1.226.239.784 |
| Property, plant, and equipment | 2.609.776.155 |
| Right of use assets | 2.188.825.444 |
| Intangible assets | 334.421.855 |
| Goodwill | 1.910.679.286 |
| Prepaid expenses (Long-term) | 537.686 |
| Deferred tax liabilities | (872.074.364) |
| Paid-in capital | (2.035.641.052) |
| Share premiums/discounts Other accumulated comprehensive income and expense not to be reclassified to profit or loss |
27.669.085 |
| Defined benefit plans reameasurement losses | 173.710.469 |
| Restricted reserves | (85.407.189) |
| Retained earnings | (6.598.360.399) |
| Profit or Loss Statement Items | |
| Revenue | (16.180.259.428) |
| Cost of sales | 17.986.205.824 |
| Marketing and sales expenses (-) | 7.923.326.187 |
| General administrative expenses (-) | 137.293.609 |
| Other income from operating activities | (13.674.374) |
| Other expenses from operating activities (-) | 169.879.935 |
| Income from investing activities | (124.942.855) |
| Expenses from investing activities (-) | 14.678 |
| Finance expenses (-) | 480.749.726 |
| Tax income / (expenses) (net) | 499.172.732 |
| Net Monetary Position Gains/(Losses) | 10.439.191.675 |
(Convenience translation of the consolidated financial statements originally issued in Turkish)
(Amounts are expressed in Turkish Lira ("TRY") based on purchasing power as of September 30, 2025, unless otherwise stated.)
None.
The supporting information not required by TFRS is considered important for the Group's financial performance by the Group management and the calculation of EBITDA (earnings before interest, tax, depreciation and amortization) is presented below. The Group calculates the adjusted EBITDA (earnings before interest, tax, depreciation and amortization, other income) for the better understanding of investors and other interested parties about Group operations.
| 1 January- | 1 July- | 1 January- | 1 July | |
|---|---|---|---|---|
| 30 September 2025 |
30 September 2025 |
30 September 2024 |
30 September 2024 |
|
| Revenue | 198.429.713.743 | 70.873.457.965 | 190.174.649.588 | 67.650.595.967 |
| Cost of sales (-) | (158.648.471.904) | (55.777.610.068) | (156.867.052.505) | (55.982.717.408) |
| Gross profit | 39.781.241.839 | 15.095.847.897 | 33.307.597.083 | 11.667.878.559 |
| Marketing and sales expenses (-) | (42.663.602.409) | (14.781.312.611) | (41.190.987.875) | (14.056.494.684) |
| General administrative expenses (-) | (1.743.717.459) | (545.966.104) | (1.520.707.380) | (663.226.069) |
| Additional: Amortization and depreciation | 8.471.426.158 | 3.326.664.846 | 7.196.348.140 | 2.541.677.905 |
| EBITDA | 3.845.348.129 | 3.095.234.028 | (2.207.750.032) | (510.164.289) |
| TFRS 16 Effect | 5.204.565.878 | 1.918.189.670 | 4.030.411.637 | 1.428.113.382 |
| EBITDA excluding TFRS 16 | (1.359.217.749) | 1.177.044.358 | (6.238.161.669) | (1.938.277.671) |
Such financial information are presented for informational purposes and are not an integral part of the consolidated financial statements.
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