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ÜLKER BİSKÜVİ SANAYİ A.Ş.

Quarterly Report Nov 7, 2025

5974_rns_2025-11-07_48ea8964-39b5-4a02-a2f8-6f6927f51aa3.pdf

Quarterly Report

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CONVENIENCE TRANSLATION INTO ENGLISH OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 SEPTEMBER 2025

(ORIGINALLY ISSUED IN TURKISH)

CONTENTS PAGE
CONDENSEI O CONSOLIDATED STATEMENT OF FINANCIAL POSITION 1-2
CONDENSEI O CONSOLIDATED STATEMENT OF PROFIT OR LOSS 3
CONDENSEI O CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME 4
CONDENSEI CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY 5
CONDENSEI O CONSOLIDATED STATEMENT OF CASH FLOWS 6-7
NOTES TO T HE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 8-37
NOTE 1 ORGANIZATION AND OPERATIONS OF THE GROUP 8
NOTE 2 BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 9-13
NOTE 3 SEGMENT REPORTING 13
NOTE 4 CASH AND CASH EQUIVALENTS 14
NOTE 5 FINANCIAL INVESTMENTS 14
NOTE 6 FINANCIAL LIABILITIES 15-16
NOTE 7 TRADE RECEIVABLES AND PAYABLES 17
NOTE 8 OTHER RECEIVABLES AND PAYABLES 17
NOTE 9 DERIVATIVE INSTRUMENTS 18
NOTE 10 INVENTORIES 18
NOTE 11 PROPERTY, PLANT AND EQUIPMENT 19-20
NOTE 12 GOODWILL 21
NOTE 13 INTANGIBLE ASSETS 22
NOTE 14 PROVISIONS, CONTINGENT ASSETS AND LIABILITIES 23
NOTE 15 REVENUE AND COST OF SALES 24
NOTE 16 EXPENSES BY NATURE 24
NOTE 17 FINANCIAL INCOME 25
NOTE 18 FINANCIAL EXPENSES 25
NOTE 19 NET MONETARY POSITION GAINS/(LOSSES) 25
NOTE 20 TAX ASSETS AND LIABILITIES 26-28
NOTE 21 EARNINGS PER SHARE 28
NOTE 22 RELATED PARTY DISCLOSURES 29-32
NOTE 23 NATURE AND LEVEL OF RISKS ARISING FROM FINANCIAL INSTRUMENTS 33-35
NOTE 24 FINANCIAL INSTRUMENTS 36
NOTE 25 EVENTS AFTER THE REPORTING PERIOD 37

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 SEPTEMBER 2025 AND 31 DECEMBER 2024

Unaudited
Current Period
Audited
Prior Period
Note 30 September 2025 31 December 2024
ASSETS
Current Assets 90,083,589 81,667,657
Cash and Cash Equivalents 4 29,570,256 32,998,197
Financial Investments 5 6,245 6,827
Trade Receivables
- Trade Receivables from Related Parties 7,22 20,079,940 18,213,834
- Trade Receivables from Third Parties 7 9,538,390 9,254,851
Other Receivables
- Other Receivables from Related Parties 8,22 2,197,055 2,494,080
- Other Receivables from Third Parties 8 333,592 834,812
Derivative Instruments 9 2,424,568 546,399
Inventories 10 23,046,205 14,839,142
Prepaid Expenses
- Prepaid Expenses to Third Parties 1,520,215 1,314,512
Current Income Tax Assets 22,756 156,293
Other Current Assets 1,344,367 1,008,710
Non-Current Assets 39,124,999 40,547,718
Financial Investments 5 5,842,024 6,154,145
Property, Plant and Equipment 11 28,267,630 29,171,295
Intangible Assets
- Goodwill 12 2,779,480 2,766,906
- Other Intangible Assets 13 2,026,672 2,127,770
Prepaid Expenses 128,518 134,368
Deferred Tax Asset 20 80,675 193,234
TOTAL ASSETS 129,208,588 122,215,375

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 SEPTEMBER 2025 AND 31 DECEMBER 2024

Note Unaudited
Current Period
30 September 2025
Audited
Prior Period
31 December 2024
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities 60,835,483 35,677,697
Short-Term Borrowings 6 14,520,268 5,273,061
Short-Term Portion of Long-Term Borrowings 6 32,439,059 13,885,582
Trade Payables
- Trade Payables to Related Parties 7,22 2,754,053 3,902,372
- Trade Payables to Third Parties 7 6,972,186 8,977,352
Payables Related to Employee Benefits 635,450 657,013
Other Payables
- Other Payables to Third Parties 8 2,218 11,050
Deferred Income 76,076 126,621
Current Income Tax Liabilities
Short-Term Provisions
20 636,709 333,979
- Provisions for Employee Benefits 927,785 1,077,429
- Other Short-Term Provisions 1,359,251 744,544
Other Current Liabilities 512,428 688,694
Non-Current Liabilities 25,789,527 44,548,745
Long-Term Borrowings 6 21,513,932 41,059,307
Long-Term Provisions
- Provisions for Employee Benefits 2,154,022 2,103,457
Deferred Tax Liability 20 2,121,573 1,385,981
SHAREHOLDERS' EQUITY 42,583,578 41,988,933
Equity Attributable to Equity Holders' of the Parent 40,151,407 39,237,846
Paid in Capital 369,276 369,276
Share Capital Adjustment Differences 11,145,274 11,145,274
Share Premiums 6,039,584 6,039,584
Effect of Business Combinations Under Common Control (5,453,252) (5,453,252)
Accumulated Other Comprehensive Income or Expenses
Not to be Reclassified to Profit or Loss
- (Losses) on Reameasurement of Defined Benefit Plans (1,513,918) (1,477,276)
- Increases on Revaluation of Plant, Property and Equipment 4,502,366 4,288,574
- Gains From Financial Assets Measured at Fair Value Through
Other Comprehensive Income 2,510,002 3,098,490
Accumulated Other Comprehensive Income or Expenses
to be Reclassified to Profit or Loss
- Foreign Currency Translation Differences (2,307,013) (2,210,141)
- Cash Flow Hedging (Losses) (1,523,514) (1,555,396)
Restricted Reserves Appropriated from Profit
Prior Years' Profit
3,085,474
18,703,612
2,767,097
12,943,177
Net Profit for the Period 4,593,516 9,282,439
Non-Controlling Interests 2,432,171 2,751,087
TOTAL LIABILITIES AND EQUITY 129,208,588 122,215,375

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2025 AND 2024

Unaudited
Current Period
1 January-
Unaudited
Current Period
1 July-
Unaudited
Prior Period
1 January-
Unaudited
Prior Period
1 July
Note 30 September
2025
30 September
2025
30 September
2024
30 September
2024
Revenue 15 80,925,915 25,411,133 77,330,367 24,254,718
Cost of Sales (-) 15 (56,468,934) (17,981,120) (54,106,872) (17,682,081)
GROSS PROFIT 24,456,981 7,430,013 23,223,495 6,572,637
General Administrative Expenses (-) 16 (2,144,839) (699,259) (2,100,192) (760,720)
Marketing Expenses (-) 16 (9,247,760) (2,699,030) (7,936,163) (2,344,107)
Research and Development Expenses (-) 16 (452,859) (149,267) (327,627) (105,819)
Other Operating Income 2,419,912 670,322 2,311,060 179,607
Other Operating Expenses (-) (1,679,257) (465,097) (1,592,246) (287,395)
OPERATING PROFIT 13,352,178 4,087,682 13,578,327 3,254,203
Income from Investment Activities 9,855,269 2,660,832 5,795,548 2,793,352
Expenses from Investment Activities (-) (739,055) (75,809) (161,924) (148,076)
OPERATING PROFIT BEFORE FINANCIAL
INCOME AND EXPENSES 22,468,392 6,672,705 19,211,951 5,899,479
Financial
Income
17 4,056 1,335 99,543 25,855
Financial
Expenses (-)
18 (18,053,747) (5,540,338) (13,567,607) (5,095,360)
Net Monetary Gains 19 2,451,658 765,224 4,150,778 840,027
PROFIT FROM OPERATIONS
BEFORE
TAX
6,870,359 1,898,926 9,894,665 1,670,001
Tax Expense (2,015,327) (795,945) (3,373,930) (991,571)
Current Tax (Expense)/Income 20 (1,016,953) (664,908) (630,138) 33,821
Deferred Tax Expense (-) 20 (998,374) (131,037) (2,743,792) (1,025,392)
PROFIT FOR THE PERIOD 4,855,032 1,102,981 6,520,735 678,430
Distribution of the Profit for the Period
Non-Controlling Interest 261,516 35,515 652,765 51,308
Equity Holders of the Parent 4,593,516 1,067,466 5,867,970 627,122
Earnings Per Share 21 12.44 2.89 15.89 1.70

CONDENSED CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2025 AND 2024

Unaudited
Current Period
1 January-
30 September
2025
Unaudited
Current Period
1 July-
30 September
2025
Unaudited
Prior Period
1 January-
30 September
2024
Unaudited
Prior Period
1 July
30 September
2024
PROFIT FOR THE PERIOD 4,855,032 1,102,981 6,520,735 678,430
OTHER COMPREHENSIVE INCOME
Not to be Reclassified To Profit or Loss (411,338) (67,303) (1,088,958) (121,403)
(Losses)/Gains
on Remeasurement of Defined Benefit Plans
(48,855) 39,122 (367,208) (4,199)
(Losses) from
Investments in Equity Financial Instruments
(319,721) (171,087) (1,204,683) (66,516)
Taxes on Other Comprehensive Income That will not be
Reclassified to Profit or Loss
(Losses)/Gains
on Remeasurement of Defined Benefit Plans, Tax Effect
12,213 (9,781) 97,318 2,550
Property, Plant and Equipment Revaluation Increases,
Tax Effect
213,792 59,346 231,090 (74,278)
(Losses) on Investments in Equity Financial Instruments, Tax Effect (268,767) 15,097 154,525 21,040
Items to be Reclassified to Profit or Loss (168,800) 280,697 (2,118,539) 358,480
Foreign Currency Translation Differences (200,682) (387,059) (2,585,353) 219,501
Gains on Cash Flow Hedges 42,510 890,343 622,419 185,304
Taxes on Other Comprehensive Income That will be
Reclassified to Profit or Loss
Gains
on Cash Flow Hedges, Tax Effect
(10,628) (222,587) (155,605) (46,325)
OTHER COMPREHENSIVE (LOSS) (580,138) 213,394 (3,207,497) 237,077
TOTAL COMPREHENSIVE INCOME 4,274,894 1,316,375 3,313,238 915,507
Distribution of Total Comprehensive Income
Non-Controlling Interests 157,706 (8,041) (151,561) (64,661)
Equity Holders of the Parent 4,117,188 1,324,416 3,464,799 980,168

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE PERIOD ENDED 30 SEPTEMBER 2025 AND 2024

Accumulated Other
Comprehensive Income and
Expenses that will be
Reclassified to Profit or
Loss
Accumulated Other Comprehensive Income and
Expenses that will not be Reclassified to Profit or Loss
Retained Earnings
------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- -- -------------------
Gains From
Effect of
Business
Foreign (Losses) on Financial Assets
Measured at Fair
Value Through
Restricted
Reserves
Equity
Attributable
Share Capital Combinations Currency Cash Flow Revaluation of Remeasurement Other Appropriate Net Profit Prior to Equity Non
Paid in
Capital
Adjustment
Differences
Share
Premiums
Under Common
Control
Translation
Differences
Hedge
(Losses)
Property, Plant
and Equipment
of Defined
Benefit Plans
Comprehensive
Income
d from
Profit
for the
Period
Periods'
Profit
Holders of
the Parent
Controlling
Interest
Total
As of 1 January 2024 369,276 11,145,274 6,039,584 (29,812,480) (634) (1,556,976) 3,677,944 (1,049,374) 3,663,015 2,767,097 6,118,935 31,183,470 32,545,131 3,314,997 35,860,128
Transfers - - - - - - - - - - (6,118,935) 6,118,935 - - -
Total Comprehensive Income - - - - (1,786,751) 466,814 246,745 (279,821) (1,050,158) - 5,867,970 - 3,464,799 (151,561) 3,313,238
Dividends Paid (*) - - - - - - - - - - - - - (455,571) (455,571)
As of 30 September 2024 369,276 11,145,274 6,039,584 (29,812,480) (1,787,385) (1,090,162) 3,924,689 (1,329,195) 2,612,857 2,767,097 5,867,970 37,302,405 36,009,930 2,707,865 38,717,795
As of 1 January 2025 369,276 11,145,274 6,039,584 (5,453,252) (2,210,141) (1,555,396) 4,288,574 (1,477,276) 3,098,490 2,767,097 9,282,439 12,943,177 39,237,846 2,751,087 41,988,933
Transfers - - - - - - - - - 318,377 (9,282,439) 8,964,062 - - -
Total Comprehensive Income - - - - (96,872) 31,882 213,792 (36,642) (588,488) - 4,593,516 - 4,117,188 157,706 4,274,894
Dividends Paid (*) - - - - - - - - - - - (3,203,627) (3,203,627) (476,622) (3,680,249)
As of 30 September 2025 369,276 11,145,274 6,039,584 (5,453,252) (2,307,013) (1,523,514) 4,502,366 (1,513,918) 2,510,002 3,085,474 4,593,516 18,703,612 40,151,407 2,432,171 42,583,578

(*) At the Ordinary General Assembly for the year 2024 held on 9 May 2025, it was decided to distribute a gross amount of TL 3,203,627 thousand fully covered by the profit for the period, and to pay the entire amount in cash and dividend distribution has been carried out since 19 June 2025. pladis Arabia Food Manufacturing Company, a subsidiary of the Group, paid dividend amounting to TL 1,014,056 thousand on 28 April 2025, with the decision of the Board of Directors. TL 476,622 thousand of the related amount is recognised under non-controlling interests (30 September 2024: TL 1,012,380 thousand, non-controlling interests: TL 455,571 thousand).

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE INTERIM PERIODS ENDED 30 SEPTEMBER 2025 AND 2024

Note Unaudited
Current Period
1 January
30 September 2025
Unaudited
Prior Period
1 January
30 September 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Profit for the period 4,855,032 6,520,735
Adjustments to Reconcile Net Profit for the Period
Adjustments Related to Depreciation and Amortization
Depreciation expenses of property, plant and equipment 11 1,760,946 1,618,621
Amortization expenses of intangible assets 13 10,038 13,259
Adjustments Related to Impairment Loss (Reversal)
Adjustments for impairment of receivables 7 39,421 (3,888)
(Increase) in value of financial investment (802) (793)
Provision for impairment of inventories 10 21,690 19,202
Adjustments Related to Provisions
Adjustments Related to Provisions for Employee Benefits
Provision for employment termination benefits 516,224 432,848
Unused vacation accrual 278,433 308,966
Performance premium accrual 527,736 438,691
Adjustments Related to Provisions (Reversal) for
Lawsuits and/or Penalties (7,613) 26,507
Adjustments Related to Other Provisions (Reversal) (net) 629,125 353,236
Adjustments Related to Interest (Income) and Expenses
Interest (income) (3,993,797) (2,137,764)
Interest expenses 18 4,134,711 4,964,639
Adjustments Related to Tax Expenses 20 2,015,327 3,373,930
Adjustments Related to Losses/(Gains) on Disposals of
Non-Current Assets
Adjustments related to Losses/(Gains) arising from sale of
property, plant and equipment 10 (3,882)
Adjustments Related to Other Items That Cause Cash
Flows Arising from Investment or Financing Activities
Change in foreign currency from financial liabilities (net) 17,18 13,191,845 8,134,135
Change in foreign currency from investing activities (net) (5,079,461) (3,451,727)
Commission expenses and finance income (net) 723,135 369,290
Other Adjustments to Reconcile Profit/(Loss)
Rent income (42,158) (36,509)
Adjustments related to monetary (gain) (1,819,870) (3,760,989)
Net cash before changes in assets and liabilities 17,759,972 17,178,507

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE INTERIM PERIODS ENDED 30 SEPTEMBER 2025 AND 2024

Unaudited
Current Period
1 January-
Unaudited
Prior Period
1 January
Note 30 September 2025 30 September 2024
Changes in Working Capital
(Increase) in trade receivables (1,703,844) (1,911,691)
(Increase) in trade receivables from related parties (5,558,778) (6,581,307)
(Increase) in inventories (9,246,001) (3,418,959)
(Increase) in other receivables and other assets (845,096) (1,257,478)
(Decrease) in trade payables (872,001) (703,755)
(Decrease) in trade payables to related parties (357,152) (362,035)
(Decrease)/increase in other payables and liabilities (1,317) 654,043
Cash (used in)/generated from activities (824,217) 3,597,325
Payments Related to Provisions for Employee Benefits
Employment termination benefit paid (151,874) (188,707)
Unused vacation paid (188,699) (181,574)
Performance premium paid (620,376) (456,205)
Taxes Paid (580,685) (1,104,666)
Cash (used in)/generated from operating activities (2,365,851) 1,666,173
CASH FLOWS FROM INVESTING ACTIVITIES
Cash inflows from sales of property, plant and equipment
and intangible assets 57,498 39,825
Cash outflows from purchase of property, plant and equipment (1,131,254) (1,731,556)
Cash outflows from purchase of intangible assets 13 (12,312) (13,131)
Changes in non-trade receivables from related parties (208,625) (269,732)
Interest received 3,993,797 2,137,764
Other cash advances given and payables 5,851 119,706
Cash (outflows) from the purchase of shares or debt instruments
of other businesses or funds (7,615) (24,270)
Proceeds from rental income 42,158 36,509
Net cash generated from investing activities 2,739,498 295,115
CASH FLOWS FROM FINANCING ACTIVITIES
Cash inflows from borrowings 13,261,465 35,783,746
Repayments of borrowings (5,218,817) (20,980,587)
Cash (outflow) from derivate instruments (2,029,006) -
Interest paid (3,793,463) (3,278,125)
Dividend paid (3,680,249) (455,571)
Commission paid (723,135) (369,290)
Net cash (used in)/generated from financing activities (2,183,205) 10,700,173
INFLATION EFFECT ON CASH AND CASH
EQUIVALENTS (6,690,053) (5,572,118)
EFFECT OF FOREIGN EXCHANGE RATE CHANGE 5,071,670 2,896,763
ON CASH AND CASH EQUIVALENTS
NET CHANGE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING
(3,427,941) 9,986,106
OF THE PERIOD 4 32,998,197 21,110,495
CASH AND CASH EQUIVALENTS AT THE END OF THE
OF THE PERIOD 4 29,570,256 31,096,601

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 SEPTEMBER 2025

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

1. ORGANIZATION AND OPERATIONS OF THE GROUP

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

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

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

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

As of 30 September 2025, the total number of people employed by the Group 10,237 which contain 2,727 employees who worked as subcontractors (31 December 2024: 10,254, subcontractor: 2,556).

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

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

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

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

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

Approval of condensed consolidated financial statements:

The Board of Directors has approved the condensed consolidated financial statements and given authorization for the issuance on 7 November 2025. The General Assembly has the authority to amend the consolidated financial statements.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 SEPTEMBER 2025

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

2. BASIS OF PRESENTATION OF THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2.1 Basis of the Presentation

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

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

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

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

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

Functional and Presentation Currency

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

Financial Reporting in Hyperinflationary Economies

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

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

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 SEPTEMBER 2025

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

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

2.1 Basis of the Presentation (cont'd)

Financial Reporting in Hyperinflationary Economies (cont'd)

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

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

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

Three-year cumulative
Date Index Adjustment coefficient inflation rates
30.09.2025 3,367.22 1.00000 222%
31.12.2024 2,684.55 1.25430 291%
30.09.2024 2,526.16 1.33294 343%

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

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

Basis of Consolidation

(a) Subsidiaries

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

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 SEPTEMBER 2025

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

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

2.1 Basis of the Presentation (cont'd)

Basis of Consolidation (cont'd)

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

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

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

(c) Loss of subsidiary control

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

2.2 New and Amended Turkish Financial Reporting Standards

a) Amendments that are mandatorily effective from 2025

Amendments to TAS 21 Lack of Exchangeability

Amendments to TAS 21 Lack of Exchangeability

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

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

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

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

TFRS 17 Insurance Contracts

.

Amendments to TFRS 17 Initial Application of TFRS 17 and TFRS 9 — Comparative Information TFRS 18 Presentation and Disclosures in Financial Statements Amendments TFRS 9 and TFRS 7 Classification and measurement of financial instruments

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 SEPTEMBER 2025

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

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

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

b) New and revised TFRSs in issue but not yet effective (cont'd)

Amendments TFRS 9 and TFRS 7 Power purchase arrangements

TFRS-19 Subsidiaries without Public Accountability: Disclosures Annual Improvements Annual Improvements to TFRS Accounting Standards –Volume 11

TFRS 17 Insurance Contracts

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

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

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

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

TFRS 18 Presentation and Disclosures in Financial Statements

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

Amendments TFRS 9 and TFRS 7 regarding the classification and measurement of financial instruments

The amendments address matters identified during the post-implementation review of the classification and measurement requirements of TFRS 9 Financial Instruments. Amendments are effective from annual reporting periods beginning on or after 1 January 2026.

Amendments TFRS 9 and TFRS 7 regarding power purchase arrangements

The amendments aim at enabling entities to include information in their financial statements that in the IASB's view more faithfully represents contracts referencing nature-dependent electricity. Amendments are effective from annual reporting periods beginning on or after 1 January 2026.

TFRS 19 Subsidiaries without Public Accountability: Disclosures

TFRS 19 specifies the disclosure requirements an eligible subsidiary is permitted to apply instead of the disclosure requirements in other IFRS Accounting Standards. Applicable to annual reporting periods beginning on or after 1 January 2027.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 SEPTEMBER 2025

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

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

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

b) New and revised TFRSs in issue but not yet effective (cont'd)

Annual Improvements to TFRS Accounting Standards - Volume 11

The pronouncement companies the following amendments:

  • TFRS 1: Hedge accounting by a first-time adopter
  • TFRS 7: Gain or loss on derecognition
  • TFRS 7: Disclosure of deferred difference between fair value and transaction price
  • TFRS 7: Introduction and credit risk disclosures
  • TFRS 9: Lessee derecognition of lease liabilities
  • TFRS 9: Transaction price
  • TFRS 10: Determination of a 'de facto agent'
  • TAS 7: Cost method

Annual reporting periods beginning on or after 1 January 2026.

3. SEGMENT REPORTING

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

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

1 January
Domestic International 30 September 2025
Revenue 57,213,900 23,712,015 80,925,915
Gross Profit 16,391,883 8,065,098 24,456,981
Operating Profit (*) 9,442,787 3,168,736 12,611,523
EBITDA (**) 10,693,611 3,688,896 14,382,507
EBITDA/Revenue 18.7% 15.6% 17.8%
Investment Expense 840,857 301,215 1,142,072
1 January
Domestic International 30 September 2024
Revenue 54,522,626 22,807,741 77,330,367
Gross Profit 14,610,826 8,612,669 23,223,495
Operating Profit (*) 8,814,118 4,045,395 12,859,513
EBITDA (**) 9,914,931 4,576,462 14,491,393
EBITDA/Revenue 18.2% 20.1% 18.7%
Investment Expense 1,302,602 440,805 1,743,407

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

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

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 SEPTEMBER 2025

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

4. CASH AND CASH EQUIVALENTS

30 September 2025 31 December 2024
Cash on hand 3,265 729
Demand deposits 1,541,506 894,292
Time deposits 28,093,156 32,196,418
Provision for impairment (67,671) (93,242)
29,570,256 32,998,197
The details of time deposits are as follows:
Currency Type Interest Rate Maturity 30 September 2025
TL 40.36% October 2025 6,444,173
USD 3.82% October 2025 16,195,198
EUR 1.52% October 2025 2,942,450
EGP 20.17% October 2025 135,202
SAR 5.25% October 2025 2,254,470
KZT 11.00% October 2025 121,663
28,093,156
Currency Type Interest Rate Maturity 31 December 2024
TL 48.35% January 2025 5,754,025
USD 4.09% January 2025 19,944,914
EUR 1.89% January 2025 3,238,193
EGP 19.43% January 2025 217,233
SAR 5.65% January 2025 2,977,542
KZT 11.00% January 2025 64,511
32,196,418
5.
FINANCIAL INVESTMENTS
Short-Term Financial Investments: 30 September 2025 31 December 2024
Financial assets measured at fair value through
profit/loss
6,245 6,827
6,245 6,827
Long-Term Financial Investments: 30 September 2025 31 December 2024
Financial assets measured at fair value through
other comprehensive income (*)
5,842,024 6,154,145
5,842,024 6,154,145
Financial Assets at Fair Value Through Other
Comprehensive Income 30 September 2025 31 December 2024
G New, Inc 1,705,850 1,818,670
Godiva Belgium BVBA 3,760,445 4,009,150
Other 375,729 326,325
5,842,024 6,154,145

(*) Investments based on non-controlling interests where the Group does not have significant influence are classified as financial assets at fair value through other comprehensive income. After tax difference of TL 2,510,002 thousand attributable to the parent company as of 30 September 2025 has been accounted within equity (31 December 2024: TL 3,098,490 thousand).

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 SEPTEMBER 2025

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

6. FINANCIAL LIABILITIES

30 September 2025 31 December 2024
Short-term borrowings 14,520,268 5,273,061
Short-term portion of long-term borrowings 32,439,059 13,885,582
Long-term borrowings 21,513,932 41,059,307
68,473,259 60,217,950
Short-Term Borrowings 30 September 2025 31 December 2024
Bank loans 15,153 -
15,153 -
Other Short-Term Borrowings 30 September 2025 31 December 2024
Letter of credit 14,505,115 5,273,061
14,505,115 5,273,061
Short-Term Portions of Long-Term Borrowings 30 September 2025 31 December 2024
Bank loans 21,085,424 2,041,952
Issued debt instruments (*) 11,353,579 11,841,879
Financial lease payables 56 1,751
32,439,059 13,885,582
Long-Term Borrowings 30 September 2025 31 December 2024
Bank loans 118,717 17,851,515
Issued debt instruments (*) 21,395,215
21,513,932
23,207,792
41,059,307

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

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

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

The covenants of the related loans are as follows:

  • a) Leverage: The ratio of the consolidated net debt on the last day of the current period to the last 12 months consolidated EBITDA (Earnings before interest, depreciation, tax) for the current period should not exceed 3:1.
  • b) Interest Coverage: The Group's consolidated interest coverage ratio for the current period should not be lower than 2:1.

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

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 SEPTEMBER 2025

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

6. FINANCIAL LIABILITIES (cont'd)

Borrowings:

30 September 2025

Effective Weighted Average
Currency Type Maturity Interest Rate Short-Term Long-Term
TL October 2025 28.00% 56
-
USD October 2025-July 2031 8.43% 12,872,491 21,395,214
EUR October 2025-April 2026 10.15% 33,904,864 -
EGP October 2025 15.00% 15,153 -
KZT January 2026-September 2028 16.74% 166,763 118,718
46,959,327 21,513,932
31 December 2024
Effective Weighted Average
Currency Type Maturity Interest Rate Short-Term Long-Term
TL January 2025-October 2025 28.00% 1,751
-
USD April 2025-July 2031 8.42% 12,010,654 24,606,352
EUR April 2025-April 2026 10.53% 6,845,112 16,387,352
KZT April 2025-January 2026 10.34% 301,126 65,603
19,158,643 41,059,307
The repayment terms of bank loans and issued debt instruments are as follows:
30 September 2025 31 December 2024
To be paid within 1 year 32,454,156 13,883,831
To be paid within 1-2 years 1,709,216 19,625,342
To be paid within 2-3 years 1,521,596 1,601,081
To be paid within 3-4 years 1,362,590 1,479,855
To be paid within 4-5 years 1,259,554 1,367,801
More than 5 years 15,660,976 16,985,228
53,968,088 54,943,138
Short-Term Portion of Long-Term
Financial Lease Liabilities
30 September 2025 31 December 2024
Financial lease liabilities 58 2,102
Costs of deferred lease liabilities (-) (2) (351)
56 1,751
The repayment terms of financial leasing debts are as follows:
30 September 2025 31 December 2024
To be paid within 1 year 56 1,751
56 1,751

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 SEPTEMBER 2025

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

7. TRADE RECEIVABLES AND PAYABLES
Trade Receivables from Related Parties 30 September 2025 31 December 2024
Trade receivables from related parties (Note 22) 20,079,940 18,213,834
20,079,940 18,213,834
Other Trade Receivables 30 September 2025 31 December 2024
Trade receivables 9,686,416 9,374,354
Notes receivables 1,800 -
Discount on notes receivables (-) (596) -
Provision for expected credit loss (-) (149,230) (119,503)
9,538,390 9,254,851
Total Short-Term Trade Receivables 29,618,330 27,468,685

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

1 January 1 January
30 September 2025 30 September 2024
Opening balance
Charge for the period
(119,503)
(42,704)
(110,326)
(6,883)
Cancelled provision amount 3,283 10,771
Inflation effect 23,961 25,943
Foreign currency translation differences (14,267) (3,676)
Closing balance (149,230) (84,171)
Short-Term Trade Payables 30 September 2025 31 December 2024
Trade payables to related parties (Note 22) 2,754,053 3,902,372
Trade payables 6,972,186 8,977,352
9,726,239 12,879,724
8.
OTHER RECEIVABLES AND PAYABLES
Other Receivables 30 September 2025 31 December 2024
Non-trade receivables from related parties (Note 22) 2,197,055 2,494,080
Short-term other receivables 333,592 834,812
2,530,647 3,328,892
Other Short-Term Receivables 30 September 2025 31 December 2024
VAT receivables 199,486 707,501
Deposits and guarantees given 102,736 49,286
Receivables from personnel 18,777 14,401
Insurance claims receivables - 54,357
Other 12,593 9,267
333,592 834,812
Other Payables 30 September 2025 31 December 2024
Other short-term payables 2,218 11,050
2,218 11,050

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 SEPTEMBER 2025

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

9. DERIVATIVE INSTRUMENTS

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

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

30 September 2025 31 December 2024
Contract
Amount
Fair Value
Asset/(Liability)
Contract
Amount
Fair Value
Asset/(Liability)
For hedging purposes
Cross Currency Fixed Rate Swaps 13,538,700 2,793,930 13,549,499 1,112,784
For trading purposes
Forward Transactions 9,262,728 (369,362) 3,891,570 (566,385)
Total Asset/(Liability) 22,801,428 2,424,568 17,441,069 546,399

10. INVENTORIES

Details of inventory are as follows:

30 September 2025 31 December 2024
Raw materials 15,623,334 8,355,197
Work in progress 1,218,891 732,385
Finished goods 5,301,963 4,992,577
Trade goods 413,097 307,271
Other inventories 655,837 650,680
Allowance for impairment on inventory (-) (166,917) (198,968)
23,046,205 14,839,142

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

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

1 January 1 January
30 September 2025 30 September 2024
Opening balance (198,968) (238,155)
Charge for the period (21,690) (19,202)
Write-offs 39,075 2,237
Foreign currency translation differences 14,666 39,021
Closing balance (166,917) (216,099)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 SEPTEMBER 2025

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

11. PROPERTY, PLANT AND EQUIPMENT

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

Foreign
Currency
Translation
Cost 1 January 2025 Addition Disposal Transfer Differences 30 September 2025
Land 10,124,419 3,254 - - (4,515) 10,123,158
Buildings 17,805,109 32,516 - 87,473 (114,102) 17,810,996
Machinery, plant and equipment 34,170,084 222,358 (19,974) 963,178 (326,684) 35,008,962
Vehicles 101,979 926 - - (2,708) 100,197
Furniture and fixture 1,708,978 66,928 (8,545) 40,807 (26,837) 1,781,331
Leasehold improvements 659,079 1,919 (1,229) 3,866 (82) 663,553
Other property, plant and equipment 814 2,590 (41,776) 41,776 (29) 3,375
Construction in progress 1,154,793 799,269 (5,917) (1,141,825) (35,961) 770,359
65,725,255 1,129,760 (77,441) (4,725) (510,918) 66,261,931
Foreign
Charge Currency
for the Translation
Accumulated depreciation 1 January 2025 Period Disposal Transfer Differences 30 September 2025
Buildings (11,760,524) (343,924) - - 73,715 (12,030,733)
Machinery, plant and equipment (22,943,569) (1,288,622) 12,466 - 212,304 (24,007,421)
Vehicles (85,307) (4,298) - - 1,841 (87,764)
Furniture and fixture (1,189,692) (101,232) 6,365 - 12,724 (1,271,835)
Leasehold improvements (574,868) (22,503) 1,102 - 82 (596,187)
Other property, plant and equipment - (367) - - 6 (361)
(36,553,960) (1,760,946) 19,933 - 300,672 (37,994,301)
Net Book Value 29,171,295 28,267,630

Depreciation and amortization expenses of property, plant and equipment and intangible assets amounted to TL 1,701,753 thousand (30 September 2024: TL 1,567,307 thousand) to cost of goods sold, TL 6,915 thousand (30 September 2024: TL 6,048 thousand) to research and development expenses, TL 16,484 thousand (30 September 2024: TL 19,045 thousand) is included in marketing and sales expenses, TL 45,832 thousand (30 September 2024: TL 39,480 thousand) is included in general administrative expenses. The Group has not made any lease purchases during the nine-month period ending as of 30 September 2025. As of 30 September 2025, there are no property, plant and equipment subject to mortgage or pledge.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF 30 SEPTEMBER 2025

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

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

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

Foreign
Currency
Translation
Cost 1 January 2024 Addition Disposal Transfer Differences 30 September 2024
Land 10,080,325 - - - (88,840) 9,991,485
Buildings 15,506,280 25,930 - 31,495 (401,781) 15,161,924
Machinery, plant and equipment 34,529,053 230,545 (48,383) 79,362 (1,356,404) 33,434,173
Vehicles 109,096 4,281 (1,329) - (8,266) 103,782
Furniture and fixture 1,575,099 66,138 (6,246) 29,542 (96,562) 1,567,971
Leasehold improvements 637,629 21,967 - - (2,542) 657,054
Other property, plant and equipment 808 - (341) - - 467
Construction in progress 994,716 1,381,415 (24,918) (141,112) (34,002) 2,176,099
63,433,006 1,730,276 (81,217) (713) (1,988,397) 63,092,955
Foreign
Charge Currency
for the Translation
Accumulated depreciation 1 January 2024 Period Disposal Transfer Differences 30 September 2024
Buildings (9,944,227) (226,636) - (5,673) 159,614 (10,016,922)
Machinery, plant and equipment (22,235,154) (1,268,155) 41,203 5,673 780,316 (22,676,117)
Vehicles (88,325) (4,576) 1,285 - 5,924 (85,692)
Furniture and fixture (1,151,682) (89,570) 2,786 (1,488) 69,985 (1,169,969)
Leasehold improvements (541,268) (27,459) - - 2,305 (566,422)
Other property, plant and equipment (568) (2,225) - 1,488 256 (1,049)
(33,961,224) (1,618,621) 45,274 - 1,018,400 (34,516,171)
Net Book Value 29,471,782 28,576,784

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

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

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

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

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 SEPTEMBER 2025

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

12. GOODWILL

30 September 2025 30 September 2024
Opening balance 2,766,906 3,383,447
Foreign currency translation differences 12,574 (354,359)
Closing balance 2,779,480 3,029,088
Breakdown of goodwill is as follows:
Company 30 September 2025 31 December 2024
UI Mena B.V. 2,673,648 2,661,553
pladis Arabia International Manufacturing Company 105,832 105,353
2,779,480 2,766,906

UI Mena B.V.

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

pladis Arabia International Manufacturing Company

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

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 SEPTEMBER 2025

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

13. INTANGIBLE ASSETS

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

Foreign
Currency
Translation
Cost 1 January 2025 Addition Transfer Differences 30 September 2025
Rights (*) 2,209,632 11,201 50 (111,690) 2,109,193
Other 109,237 1,111 4,675 (1,976) 113,047
2,318,869 12,312 4,725 (113,666) 2,222,240
Charge for Foreign
Currency
Translation
Accumulated Amortization 1 January 2025 the Period Transfer Differences 30 September 2025
Rights (94,857) (5,516) - 3,680 (96,693)
Other (96,242) (4,522) - 1,889 (98,875)
(191,099) (10,038) - 5,569 (195,568)
Net Book Value 2,127,770 2,026,672

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

Foreign
Currency
Translation
Cost 1 January 2024 Addition Transfer Differences 30 September 2024
Rights (*) 2,675,883 4,173 713 (385,730) 2,295,039
Other 109,308 8,958 - (6,743) 111,523
2,785,191 13,131 713 (392,473) 2,406,562
Charge for Foreign
Currency
Translation
Accumulated Amortization 1 January 2024 the period Transfer Differences 30 September 2024
Rights (117,527) (7,939) - 26,599 (98,867)
Other (96,946) (5,320) - 5,748 (96,518)
(214,473) (13,259) - 32,347 (195,385)
Net Book Value 2,570,718 2,211,177

(*) As of 30 September 2025, TL 1,651,473 thousand (30 September 2024: TL 1,807,964 thousand) of rights consists of distributorship agreements for the products within the Group in Saudi Arabia, and Rana brand rights amounting to TL 334,206 thousand (30 September 2024: TL 364,219 thousand). Reclaimed rights are not amortized and have an indefinite life, but are tested for impairment at more frequent intervals each year or when changes in circumstances indicate that their value may have decreased. As of 30 September 2025, there is no impairment.

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

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

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 SEPTEMBER 2025

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

14. PROVISIONS, CONTINGENT ASSETS AND LIABILITIES

Guarantees Given

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

30 September 2025 31 December 2024
TL USD EUR TL USD EUR
A) CPM's given in the name of own
legal personality (*) 229,397 25,794 - 248,904 25,354 337
B) CPM's given on behalf of the fully
consolidated companies - - 5,767 - - 7,664
C) CPM's given on behalf of third parties
for ordinary course of business - - - - - -
D) Total amount of other CPM's given
i. Total amount of CPM's given on behalf
of the majority shareholder - - - - - -
ii. Total amount of CPM's given on behalf
of the group companies which are not in
scope of B and C - - - - - -
iii. Total amount of CPM's given on behalf of
third parties which are not in scope of C - - - - - -
229,397 25,794 5,767 248,904 25,354 8,001

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

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

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

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 SEPTEMBER 2025

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

15. REVENUE AND COST OF SALES

The detail of operating income are as follows:

1 January
30 September
2025
1 July
30 September
2025
1 January
30 September
2024
1 July
30 September
2024
Domestic sales (*) 74,942,876 23,096,503 71,035,079 22,027,660
Export sales 14,668,452 5,405,227 13,737,906 4,391,578
Sales returns and discounts (-) (8,685,413) (3,090,597) (7,442,618) (2,164,520)
Revenue 80,925,915 25,411,133 77,330,367 24,254,718
Cost of goods sold (55,346,425) (17,603,749) (53,269,554) (17,527,459)
Cost of trade goods sold (1,122,509) (377,371) (837,318) (154,622)
Cost of Sales (56,468,934) (17,981,120) (54,106,872) (17,682,081)
Gross Profit 24,456,981 7,430,013 23,223,495 6,572,637

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

16. EXPENSES BY NATURE

The details of operating expenses are as follows:

1 January
30 September
2025
1 July
30 September
2025
1 January
30 September
2024
1 July
30 September
2024
General Administrative Expenses
Personnel expenses (808,788) (270,010) (757,031) (306,917)
Operating expenses (802,914) (254,074) (847,523) (295,358)
Consultancy expenses (147,061) (60,362) (128,251) (39,918)
Depreciation and amortization expenses (45,832) (15,376) (39,480) (10,406)
Other (340,244) (99,437) (327,907) (108,121)
(2,144,839) (699,259) (2,100,192) (760,720)
Marketing Expenses
Marketing operating expenses
Personnel expenses
Rent expenses
Depreciation and amortization expenses
Other
(7,335,726)
(1,226,280)
(136,221)
(16,484)
(533,049)
(9,247,760)
(2,096,196)
(382,559)
(46,772)
(6,208)
(167,295)
(2,699,030)
(6,200,518)
(1,162,976)
(167,465)
(19,045)
(386,159)
(7,936,163)
(1,698,222)
(521,949)
(49,412)
(5,497)
(69,027)
(2,344,107)
Research and Development Expenses
Personnel expenses (252,564) (88,511) (199,003) (69,863)
Operating and materials expenses (96,246) (20,057) (89,418) (27,981)
Depreciation and amortization expenses (6,915) (2,502) (6,048) (1,538)
Other (97,134) (38,197) (33,158) (6,437)
(452,859) (149,267) (327,627) (105,819)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 SEPTEMBER 2025

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

17. FINANCIAL INCOME

1 January
30 September
2025
1 July
30 September
2025
1 January
30 September
2024
1 July
30 September
2024
Foreign exchange gains - - 94,608 24,295
Other 4,056 1,335 4,935 1,560
4,056 1,335 99,543 25,855

18. FINANCIAL EXPENSES

1 January 1 July 1 January 1 July
30 September 30 September 30 September 30 September
2025 2025 2024 2024
Foreign exchange losses (13,191,845) (4,250,360) (8,228,743) (3,518,106)
Interest expenses (4,134,711) (1,180,130) (4,964,639) (1,473,957)
Other (727,191) (109,848) (374,225) (103,297)
(18,053,747) (5,540,338) (13,567,607) (5,095,360)

19. NET MONETARY POSITION GAINS/(LOSSES)

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

Non-Monetary Items 30 September 2025
Financial statements items 173,929
Inventories 1,516,974
Prepaid expenses 9,845
Financial investments and subsidiaries 3,660,769
Property, plant and equipment 4,182,252
Intangible assets 3,918
Deferred tax assets/liabilities (241,127)
Paid in Capital (3,872,709)
Share issued premium 1,224,465
Other accumulated comprehensive income and expenses 299,307
not to be classified to profit or loss
Other accumulated comprehensive income and expenses 312,652
to be classified to profit or loss
Restricted reserves appropriated from profit (911,772)
Prior years' profit (6,010,645)
Statement of profit or loss items 2,277,729
Revenue (6,060,185)
Cost of sales 6,764,519
Research and development expenses 37,140
Marketing expenses 569,753
General administrative expenses 140,139
Other income/expenses from operating activities (87,053)
Income/expenses from investing activities (697,504)
Finance income/expenses 1,570,707
Tax expense 40,213
Net monetary position gains 2,451,658

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 SEPTEMBER 2025

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

20. TAX ASSET AND LIABILITIES

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

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

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

Timing differences that form the basis for deferred tax:

30 September
2025
31 December
2024
30 September
2025
31 December
2024
Amortization differences of property, plant
and equipment and intangible assets - - 15,149,329 13,007,285
Financial investments valuation differences (8,518,740) (9,883,353) -
Inventories (318,102) - - 86,963
Provision for severance pay (1,562,187) (1,586,450) - -
Provision for expected credit losses (122,497) (119,503) - -
Provision for lawsuits (22,315) (36,733) - -
Derivative instruments - - 2,434,483 546,399
Provision for accumulated unused vacation (196,451) (174,505) - -
Other (898,299) (851,104) 418,880 655,056
(11,638,591) (12,651,648) 18,002,692 14,295,703

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

30 September 31 December 30 September 31 December
2024
2,853,711
-
21,740
-
-
(5,589) (9,183) - -
- - 608,621 136,599
(49,113) (43,627) - -
(277,108) (278,591) 104,720 163,763
(1,918,101) (1,983,066) 3,958,999 3,175,813
2025
-
(1,085,594)
(79,526)
(390,547)
(30,624)
2024
-
(1,225,177)
-
(396,612)
(29,876)
2025
3,245,658
-
-
-
-

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 SEPTEMBER 2025

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

20. TAX ASSETS AND LIABILITIES (cont'd)

Movement of Deferred Tax Liabilities:

1 January 1 January
30 September 2025 30 September 2024
Opening balance 1,192,747 (1,093,699)
Netted tax from funds reflected in equity 53,390 (327,328)
Foreign currency translation differences (203,613) (48,953)
Deferred tax expense 998,374 2,743,792
Closing balance 2,040,898 1,273,812

Corporate tax

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

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

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

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

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

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

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

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

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 SEPTEMBER 2025

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

20. TAX ASSETS AND LIABILITIES (cont'd)

Income withholding tax

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

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

30 September 2025 31 December 2024
Total tax provision (1,016,953) (787,984)
Prepaid taxes and legal liabilities 380,244 454,005
Taxation in the balance sheet (636,709) (333,979)
1 January
30 September 2025
1 January
30 September 2024
Current year corporate tax expense 1,016,953 630,138
Deferred tax income 998,374 2,743,792
Tax expense in the income statements 2,015,327 3,373,930

21. EARNINGS PER SHARE

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

1 January
30 September 2025
1 January
30 September 2024
Weighted average number of common stock outstanding 36,927,600 36,927,600
Net profit for the period attributable to equity holders of the parent 4,593,516 5,867,970
Earnings per Share (TL 1 worth of shares) 12.44 15.89

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 SEPTEMBER 2025

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

22. RELATED PARTY DISCLOSURES

The detail of receivables from related parties is as follows:

30 September 2025 31 December 2024
Trade receivables 20,079,940 18,213,834
Non-trade receivables 2,197,055 2,494,080
22,276,995 20,707,914

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

30 September 2025 31 December 2024
Non
Trade trade Trade Non
trade
Pasifik Tüketim Ürünleri Satış ve Tic. A.Ş. 10,693,834 - 10,086,385 -
Horizon Hızlı Tük. Ür. Paz. Sat. ve Tic. A.Ş. 7,198,602 - 5,836,298 -
G2MEKSPER Satış ve Dağıtım Hizmetleri A.Ş. 994,582 - 1,055,553 -
Yeni Teközel Markalı Ürünler Dağıtım Hizmetleri A.Ş. 655,170 - 641,063 -
Yıldız Holding A.Ş. - 2,197,055 - 2,494,080
Other 537,752 - 594,535 -
20,079,940 2,197,055 18,213,834 2,494,080

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

Trade payables 2,754,053 3,902,372

30 September 2025 31 December 2024

The detail of payables to related parties is as follows:

2,754,053 3,902,372
The detail of trade payables is as follows:
30 September 2025 31 December 2024
Trade Trade
Yıldız Holding A.Ş. 1,246,851 1,955,205
Marsa Yağ San. ve Tic. A.Ş. 676,210 644,899
pladis (UK) Limited 588,538 487,056
Kerevitaş Gıda San. ve Tic. A.Ş. 65,627 42,823
Adapazarı Şeker Fabrikası A.Ş. - 533,313
Other 176,827 239,076
2,754,053 3,902,372

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 SEPTEMBER 2025

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

22. RELATED PARTY DISCLOSURES (cont'd)

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

1 January 1 July 1 January 1 July
30 September
2025
30 September
2025
30 September
2024
30 September
2024
Purchases Sales Purchases Sales Purchases Sales Purchases Sales
Marsa Yağ San. ve Tic. A.Ş. 3,635,812 - 1,305,437 - 3,446,527 - 701,420 -
pladis
(UK) Limited
1,374,456 35,244 210,958 18,832 668,348 4,603 217,889 2,119
Adapazarı Şeker Fabrikası A.Ş. 396,221 - - - 99,016 - 2,263 -
Kerevitaş Gıda San. ve Tic. A.Ş. 318,505 - 139,704 - 341,999 - 97,477 -
G2MEKSPER Satış ve Dağıtım Hizmetleri A.Ş. 21,696 1,940,156 7,549 526,449 23,558 1,895,633 9,925 508,331
Horizon Hızlı Tük. Ür. Paz. Sat. ve Tic. A.Ş. - 25,114,881 - 8,042,209 - 24,731,356 - 8,791,988
Pasifik Tüketim Ürünleri Satış ve Tic. A.Ş. - 24,622,864 - 6,978,034 - 21,652,735 - 6,225,066
Yeni Teközel Markalı Ürünler Dağıtım Hizmetleri A.Ş. - 2,139,328 - 726,714 - 2,407,183 - 684,951
Other 451,182 933,709 161,562 281,208 376,579 988,254 128,731 302,334
Total 6,197,872 54,786,182 1,825,210 16,573,446 4,956,027 51,679,764 1,157,705 16,514,789

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

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 SEPTEMBER 2025

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

22. RELATED PARTY DISCLOSURES (cont'd)

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

For the nine-months period ended 30 September 2025:

Rent Service Interest and
Foreign Exchange
Income/(Expense) Income/(Expense) Income/(Expense)
Net Net Net
Yıldız Holding A.Ş. (214) (2,411,620) 313,759
pladis Foods Limited - (846,197) (2,111)
İzsal Gayrimenkul Geliştirme A.Ş. (10,084) (204,906) (567)
pladis (UK) Limited - (146,351) (142,257)
Horizon Hızlı Tük. Ür. Paz. Sat. ve Tic. A.Ş. (141) (83,108) 649,727
Pasifik Tüketim Ürünleri Satış ve Tic. A.Ş. 208 9,441 1,456,066
Other 42 (161,407) (88,871)
(10,189) (3,844,148) 2,185,746

For the three-month period between 1 July - 30 September 2025:

Rent Service Interest and
Foreign Exchange
Income/(Expense) Income/(Expense) Income/(Expense)
Net Net Net
Yıldız Holding A.Ş. 27 (762,626) (49,872)
pladis Foods Limited - (280,430) 537
İzsal Gayrimenkul Geliştirme A.Ş. (3,264) (64,576) (50)
pladis (UK) Limited - (57,795) 1,705
Horizon Hızlı Tük. Ür. Paz. Sat. ve Tic. A.Ş. 4 (37,870) 297,435
Pasifik Tüketim Ürünleri Satış ve Tic. A.Ş. 65 33,563 503,961
Other 16 (59,269) (24,235)
(3,152) (1,229,003) 729,481

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 SEPTEMBER 2025

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

22. RELATED PARTY DISCLOSURES (cont'd)

For the nine-months period ended 30 September 2024:

Interest and
Rent Service Foreign Exchange
Income/(Expense) Income/(Expense) Income/(Expense)
Net Net Net
Yıldız Holding A.Ş. (299) (2,245,534) 210,325
pladis Foods Limited - (945,341) 1,174
İzsal Gayrimenkul Geliştirme A.Ş. (7,967) (198,452) 95
pladis (UK) Limited - (156,271) 9,149
Horizon Hızlı Tük. Ür. Paz. Sat. ve Tic. A.Ş. - (28,609) 272,921
Pasifik Tüketim Ürünleri Satış ve Tic. A.Ş. 179 (7,636) 473,523
Other 200 (101,646) (24,736)
(7,887) (3,683,489) 942,451

For the three-month period between 1 July - 30 September 2024:

Interest and
Rent Service Foreign Exchange
Income/(Expense) Income/(Expense) Income/(Expense)
Net Net Net
Yıldız Holding A.Ş. (91) (727,845) 232,261
pladis Foods Limited - (316,216) 209
İzsal Gayrimenkul Geliştirme A.Ş. (2,407) (72,564) (39)
pladis (UK) Limited - (66,936) 20,717
Pasifik Tüketim Ürünleri Satış ve Tic. A.Ş. 53 (650) 284,134
Horizon Hızlı Tük. Ür. Paz. Sat. ve Tic. A.Ş. - (2,876) 161,439
Other 11 936 (88,041)
(2,434) (1,186,151) 610,680

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

30 September 2025 30 September 2024
Salaries and other short-term benefits 537,907 451,485
537,907 451,485

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 SEPTEMBER 2025

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

23. NATURE AND LEVEL OF RISKS DERIVED FROM FINANCIAL INSTRUMENTS

Foreign currency risk management

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

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

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

30 September 2025
TL Equivalent USD EUR GBP CHF
1. Trade Receivables 6,363,929 109,905 35,614 1,268 -
2a. Monetary Financial Assets 28,127,660 536,728 119,358 587 8
2b. Non-Monetary Financial Assets - - - - -
3. Other 461,419 744 8,438 26 320
4. CURRENT ASSETS 34,953,008 647,377 163,410 1,881 328
5. Trade Receivables - - - - -
6a. Monetary Financial Assets - - - - -
6b. Non-Monetary Financial Assets - - - - -
7. Other - - - - -
8. NON-CURRENT ASSETS - - - - -
9. TOTAL ASSETS 34,953,008 647,377 163,410 1,881 328
10. Trade Payables 2,957,782 52,119 11,198 4,321 431
11. Financial Liabilities 46,777,354 310,130 695,467 - -
12a. Other Monetary Financial Liabilities 788 2 7 7 -
12b. Other Non-monetary Financial Liabilities 12,586 295 7 - -
13. CURRENT LIABILITIES 49,748,510 362,546 706,679 4,328 431
14. Trade Payables - - - - -
15. Financial Liabilities 21,395,215 515,463 - - -
16a. Other Monetary Financial Liabilities - - - - -
16b. Other Non-monetary Financial Liabilities - - - - -
17. NON-CURRENT LIABILITIES 21,395,215 515,463 - - -
18. TOTAL LIABILITIES 71,143,725 878,009 706,679 4,328 431
19. Net Assets of Off Statement of
Financial Position (19a-19b) 22,801,428 150,000 340,000 - -
19a. Net Assets of Off Statement of
Financial Position 22,801,428 150,000 340,000 - -
19b. Net Liabilities of Off Statement of
Financial Position - - - - -
20. Net Foreign Currency Asset /
(Liability) Position (9-18+19) (13,389,289) (80,632) (203,269) (2,447) (103)
21. Monetary Items Net Foreign Currency
Asset/(Liability) Position
(1+2a+5+6a-10-11-12a-14-15-16a) (36,639,550) (231,081) (551,700) (2,473) (423)
22. Total Fair Value of Financial Instruments
Used to Hedge the Foreign Currency Position 2,424,568 23,519 29,811 - (89)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 SEPTEMBER 2025

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

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

Foreign currency risk management (cont'd)

31 December 2024
TL Equivalent USD EUR GBP CHF
1. Trade Receivables 6,106,123 93,345 40,961 1,576 13
2a. Monetary Financial Assets 31,866,610 587,325 127,289 173 31
2b. Non-Monetary Financial Assets - - - - -
3. Other 1,869,404 291 39,908 31 326
4. CURRENT ASSETS 39,842,137 680,961 208,158 1,780 370
5. Trade Receivables - - - - -
6a. Monetary Financial Assets - - - - -
6b. Non-Monetary Financial Assets - - - - -
7. Other - - - - -
8. NON-CURRENT ASSETS - - - - -
9. TOTAL ASSETS 39,842,137 680,961 208,158 1,780 370
10. Trade Payables 2,667,846 44,434 10,592 3,394 518
11. Financial Liabilities 18,855,766 271,415 148,555 - -
12a. Other Monetary Financial Liabilities 9,491 26 181 - -
12b. Other Non-monetary Financial Liabilities 12,284 167 106 - -
13. CURRENT LIABILITIES 21,545,387 316,042 159,434 3,394 518
14. Trade Payables - - - - -
15. Financial Liabilities 40,993,704 556,052 355,643 - -
16a. Other Monetary Financial Liabilities - - - - -
16b. Other Non-monetary Financial Liabilities - - - - -
17. NON-CURRENT LIABILITIES 40,993,704 556,052 355,643 - -
18. TOTAL LIABILITIES 62,539,091 872,094 515,077 3,394 518
19. Net Assets of Off Statement of
Financial Position (19a-19b) 17,441,069 150,000 234,456 - -
19a. Net Assets of Off Statement of
Financial Position 17,441,069 150,000 234,456 - -
19b. Net Liabilities of Off Statement of
Financial Position - - - - -
20. Net Foreign Currency Asset /
(Liability) Position (9-18+19) (5,255,885) (41,133) (72,463) (1,614) (148)
21. Monetary Items Net Foreign Currency
Asset/(Liability) Position
(1+2a+5+6a-10-11-12a-14-15-16a) (24,554,074) (191,257) (346,721) (1,645) (474)
22. Total Fair Value of Financial Instruments
Used to Hedge the Foreign Currency Position 546,399 (5,736) 17,367 - -

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 SEPTEMBER 2025

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

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

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

1 January 1 January
30 September 2025 30 September 2024
Total exports 14,668,452 13,737,906
Total imports 27,914,152 17,007,699

Sensitivity to currency risk

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

30 September 2025
Income/Expense
30 September 2024
Income/Expense
Appreciation Depreciation Appreciation Depreciation
of foreign of foreign of foreign of foreign
currency currency currency currency
In case of 10% appreciation of USD against TL
1 - US Dollar net asset/liability (959,143) 959,143 (990,084) 990,084
2- Part of hedged from US Dollar risk (-) 622,602 (622,602) 704,319 (704,319)
3- US Dollar net effect (1+2) (336,541) 336,541 (285,765) 285,765
In case of 10% appreciation of EUR against TL
4 - Euro net asset/liability (2,689,604) 2,689,604 (1,798,167) 1,798,167
5 - Part of hedged from Euro risk (-) 1,657,541 (1,657,541) 1,146,478 (1,146,478)
6- Euro net effect (4+5) (1,032,063) 1,032,063 (651,689) 651,689
Total (3+6) (1,368,604) 1,368,604 (937,454) 937,454

ÜLKER BİSKÜVİ SANAYİ A.Ş. AND ITS SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 SEPTEMBER 2025

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

24. FINANCIAL INSTRUMENTS

Classes and fair values of financial instruments

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

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

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

Fair value hierarchy
as of reporting date
Financial assets 30 September 2025 Level 1 TL Level 2 TL Level 3 TL
Financial assets at fair value through
profit/loss
- Held for trading 6,245 6,245 - -
Financial assets at fair value through
comprehensive income statement
- Shares 5,842,024 - - 5,842,024
- Derivative instruments 2,424,568 - 2,424,568 -
Total 8,272,837 6,245 2,424,568 5,842,024
Fair value hierarchy
as of reporting date
Financial assets
Financial assets at fair value through
profit/loss
31 December 2024 Level 1 TL Level 2 TL Level 3 TL
- Held for trading 6,827 6,827 - -
Financial assets at fair value through
comprehensive income statement
- Shares 6,154,145 - - 6,154,145
- Derivative instruments 546,399 - 546,399 -

The carrying value of the bonds (Note 6) with a total nominal value of USD 550,000,000 and USD 225,222,000 and fixed interest rates issued by the Company to be traded on Dublin Euronext is TL 1,096,037 thousand below their fair value based on prices quoted in active markets (Level 1).

ÜLKER BİSKÜVİ SANAYİ A.Ş. AND ITS SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 SEPTEMBER 2025

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

25. EVENTS AFTER THE BALANCE SHEET DATE

On October 3, 2025, the Company signed a new loan agreement to refinance its USD 250 million syndicated loan originally obtained in 2023. Under this agreement, a new syndicated loan amounting to USD 250 million was obtained with a 5-year maturity, semi-annual interest payments, and a bullet principal repayment at maturity. The existing loan was subsequently repaid in full on October 20, 2025.

The Company has signed a 5-year bullet loan agreement with the European Bank for Reconstruction and Development (EBRD), amounting to EUR 75 million, with semi-annual interest payments. The proceeds will be used to refinance the existing facility provided in 2023, which matures in 2026.

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