Management Reports • Nov 10, 2025
Management Reports
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01 January 2025 – 30 September 2025
"Strong Accumulation Innovative Technology"
| I. | ABOUT US | 3 |
|---|---|---|
| II. | CAPITAL STRUCTURE | 4 |
| III. | INFORMATION ON PRIVILEGED SHARES | 5 |
| IV. | COMPANY MANAGEMENT AND EMPLOYEE INFORMATION | 6 |
| V. | CORPORATE ACTIVITIES | 8 |
| VI. | FINANCIAL CONDITION OF THE COMPANY | 8 |
| VII. | STOCK INFORMATION | 10 |
| VIII. | SOURCES OF FINANCE | 11 |
| IX. | AMENDMENTS IN THE COMPANY'S ARTICLES OF ASSOCIATION | 11 |
| X. | BENEFITING FROM THE GOVERNMENT PROMOTIONS | 17 |
| XI. | RESEARCH AND DEVELOPMENT ACTIVITIES | 17 |
| XII. | SUBSIDIARIES AND BRANCHES OF THE COMPANY | 17 |
| XIII. | OTHER ISSUES | 18 |
Fonet Information Technology A.Ş (The Company) is subject to the laws of the Republic of Türkiye, Capital Market Law, and the provisions of the Turkish Commercial Code relating to the establishment of joint stock companies. Therefore, it operates in accordance with the provisions contained in the Turkish Commercial Code and Capital Market Law especially the provisions contained in the articles of association of the company, and on the condition that it stays within the scope of business.
Accordingly, the main business issue of The Company is the "Information Technology Sector" and its activity is defined in detail in Article 3 titled purpose and subject of the articles of association.
| Trade Name | Fonet Bilgi Teknolojileri A.Ş. |
|---|---|
| Establishment Date | 10.01.2001 |
| Area of Activity | Software/Informatics |
| Paid – in Capital |
144.000.000 TL |
| Upper Limit of Registered Capital |
2.500.000.000 TL |
| Address | The Paragon Tower 1445th Street, No: 2B/1 Kızılırmak District Çankaya /ANKARA |
| Phone | +90 312 438 59 19 |
| Fax | +90 312 440 36 52 |
| Trade Registry No | 350735 |
| E-Mail Address | [email protected] |
| Website | www.fonetbt.com |
FONET; has been founded in 1997 to serve the IT healthcare sector. It is an IT company that turned into a limited liability Corporation in 2001 and then, turned into a joint-stock company in 2011. It gives services turnkey projects in the Healthcare IT field which are related to Information Management Systems, System Integration, and Consultancy services. Despite healthcare information technology being the main activity subject of Fonet, it is also involved in different information technology projects with field expertise.
Within the scope of the transformation in the health sector in our country in the late 90s and early 2000s, we focused on the health sector in line with the use of information technologies in the health sector and having Health Institutions serving at international standards and started to produce solutions in this context. It follows improving technology and regarding regulations closely and it keeps itself updated. Fonet's aim is to reach all international standards in all hospitals which has been given service by Fonet in the healthcare informatics system field.
Developing advanced technology and also develop. In this way, we contribute to Turkey's economy and we intended to strengthen Turkey's position in the global marketplace.
To be a leader company in its sector that provides development and change with advanced technology in the information sector continuously increases value created for its customers, gives a quality service with knowledge of technology, professional team, entrepreneur, and customer-oriented approach.
The company, which has adopted the registered capital system, has set its registered authorized capital (upper limit) to 2.500.000.000 Turkish Liras until the year 2028 along with the permission of the Capital Markets Board.
The company's issued capital is 144.000.000 Turkish Liras which has been paid in full within the upper limit of registered capital.
The company started to be traded in Istanbul stock on May 04, 2017. Details of the shares thatform the capital ofthe company, which has started trading in the BIST MAIN/ BIST TECHNOLOGY / BIST INFORMATICS/ BIST ALL SHARES / BIST ALL SHARES-100 / BIST ANKARA / BIST PARTICIPATION ALL/ BIST PARTICIPATION 100 / BIST 500 markets, are as shown in the table below;
| SHAREHOLDER | SHARE IN CAPITAL (TL) | RATIO IN CAPITAL (%) | VOTING RIGHT RATIO (%) |
|---|---|---|---|
| ABDÜLKERİM GAZEN | 55.217.999,16 | 38,35 | 65,32 |
| OTHER | 88.782.000,84 | 61,65 | 34,68 |
| TOTAL | 144.000.000,00 | 100 | 100 |
Privileged Share Amount (Number): 7.999.999,992 A Group Equity
Privileged Share Amount (TL): 7.999.999,992 TL
Each share in the General Assembly has 15 Voting Rights. If the company's Board of Directors consists of five members, two board members; consists of six or seven members, three board members; consists of eight or nine members, four board members of the Board of Directors (A) are elected by the General Assembly among the candidates to be determined by the shareholders.
If the shareholders of the group (A) does not nominate to the Board of directors, the election shall be held by the General Assembly within the framework of the Capital Markets legislation and the provisions of the Turkish commercial code.
Group (A) shares have the privilege to determine the members of the Board of Directors and also have the right to vote in the General Assembly.
Group (B) shares have no privileges.
At Ordinary and Extraordinary General Assembly Meetings (A) group shareholders have 15 voting rights for each share, (B) group shareholders have 1 voting rights for each one share.
The management and representation of the Company belong to the Board of Directors. The business and administration of the Company is carried out by 6 Members of the Board of Directors elected by the General Assembly in accordance with the provisions of the Turkish Commercial Code. Members of the Board of Directors can be elected for a maximum of 3 years. The Board of Director Members whose term of office expires can be elected again.
The chairman of the Board of Directors is elected by the members of the Board of Directors that the (A) group of shareholders offer. The Members of The Board of Directors can also be The Members of The Board of Directors of the other companies.
The Members of The Board of Directors do not have activities within the scope of Prohibition of competing with the company through transactions on behalf of the company, itself, or others.
| NAME & SURNAME | ROLE | DUTY TERM |
|---|---|---|
| Abdülkerim GAZEN | Chair | 10.04.2025 - 10.04.2028 |
| Yasemin ŞAH | Vice Chair | 10.04.2025 - 10.04.2028 |
| Dr. Emre SEZGİN | Member | 10.04.2025 - 10.04.2028 |
| Daniel Anders Henrik WERNER | Member | 10.04.2025 - 10.04.2028 |
| Nisabeyim GAZEN | Member | 10.04.2025 - 10.04.2028 |
| Prof. Dr. Muhammet Ali AKCAYOL | Independent Member | 10.05.2023 – 10.05.2026 |
| Prof. Dr. Sinan Altan KOCAMAN | Independent Member | 10.04.2025 – 10.04.2028 |
In order for the Board of Directors to perform its duties and responsibilities in a sound manner, Pursuant to Article 4.5 of the corporate governance communiqué no: II-17.1 of the Capital Markets Board, the Board of Directors has decided to create the "Audit Committee", "Early Detection of Risk Committee" and "Corporate Governance Committee" and determine job definitions; The board of Directors has decided not to establish a different "Nomination Committee" and "Compensation Committee", in place of this regarding committee's duties have been undertaken by the "Corporate Governance Committee".
The audit committee supervises the company's accounting system, public disclosure of financial information, independent audit, and the functioning and effectiveness of the company's internal control and internal audit system.
| NAME & SURNAME | ROLE | TITLE |
|---|---|---|
| Prof. Dr. Muhammet Ali AKCAYOL | Chairman of the Audit Committee | Independent Board Member |
| Prof. Dr. Sinan Altan KOCAMAN | Member of the Audit Committee | Independent Board Member |
Early Detection of Risk Committee; it is responsible for early identification of risks that may endanger the existence, development and continuation of the company, taking necessary measures regarding the identified risks, and carrying out activities to manage the risk and it reviews risk management systems. The committee evaluates the situation in its report to the board of directors every two months, points out the dangers, if any, and shows the remedies.
| NAME & SURNAME | ROLE | TITLE |
|---|---|---|
| Prof. Dr. Sinan Altan KOCAMAN | Early Detection of Risk Committee Chairman |
Independent Board Member |
| Dr. Emre SEZGİN | Early Detection of Risk Committee Member |
Board Member |
The corporate governance committee determines whether corporate governance principles are applied in the company, if not, its rationale and conflicts of interest that arise from not fully complying with these principles, and advises the board of directors to improve corporate governance practices and it supervises the work of the investor relations department.
| NAME & SURNAME | ROLE | TITLE |
|---|---|---|
| Prof. Dr. Muhammet Ali AKCAYOL Corporate Governance Committee Chairman |
Independent Board Member | |
| Dr. Emre SEZGİN | Corporate Governance Committee Member |
Board Member |
| Meltem KAVAK | Corporate Governance Committee Member |
Investor Relations Manager |
As of 30th September, 2025, the number of personnel is 504 and the distribution is as follows:
| EMPLOYEE DISTRIBUTION | NUMBER | |
|---|---|---|
| Administrative Staff | 11 | |
| R&D Staff |
131 | |
| Company Headquarters Total | 142 | |
| Techinical Staff * | 362 | |
| Total | 504 |
* Within the scope of the contracts, they are the personnel working in the hospitals related to the fixed-term employment contract.
In the relevant accounting period, there is no legal action taken for the benefit of the company, its parent company and its subsidiary, or its subsidiary with the guidance of the parent company, or any measures taken or avoided for the benefit of the parent partner or its subsidiary.
In the relevant accounting period, all of the commercial activities performed between both its controlling shareholder and its subsidiary were realized in accordance with market conditions. There are no administrative or judicial sanctions imposed on the company and its managers due to practices contrary to the provisions of the law. Detailed information on other activities that are conducted is summarized under "XIII other issues".
Budget objective has been attained.
| 30 September 2025 | 30 September 2024 | |
|---|---|---|
| CONTINUING OPERATIONS | ||
| Revenue | 520.929.138 | 475.008.569 |
| Cost of Sales (-) | -344.308.147 | -323.521.667 |
| GrossProfit(Loss)FromCommercial Operations |
176.620.991 | 151.486.902 |
| General Administrative Expenses (-) | -59.236.762 | -56.946.218 |
| Marketing Expenses (-) | -7.800.636 | -4.064.234 |
| Research and Development Expense (-) | -2.450.291 | -528.943 |
| Other Income from Operating Activities | 48.192.978 | 85.216.552 |
| Other Expenses from Operating Activities (-) | -4.147.933 | -17.919.827 |
| PROFIT (LOSS) FROM OPER. ACTIVITY (-) | 151.178.347 | 157.244.232 |
| Investment Activity Income | - | 5.248.754 |
| Investment Activity Costs | - | - |
| PROFIT (LOSS) BEF. FIN. INCOME (EXPENSE) | 151.178.347 | 162.492.986 |
| Finance Incomes | 5.283.455 | 2.960.551 |
| Finance Costs (-) | -14.296.019 | -6.018.711 |
| Monetary Loss / Gain due to Inflation | -3.780.946 | -6.296.805 |
| PROFIT (LOSS) FROM CONTINUING OPERATIONS, BEFORE TAX |
138.384.837 | 153.138.021 |
| Tax (Expense) Income, Continuing Ops. (-) | -32.854.392 | -35.872.545 |
| Current Income Tax Expense | - | - |
| Deferred Tax (Expense) Income (-) | -32.854.392 | -35.872.545 |
| PROFIT (LOSS) FROM CONTINUING OPS. | 105.530.445 | 117.265.476 |
| PROFIT (LOSS) | 105.530.445 | 117.265.476 |
| ASSETS | 30 September 2025 | 31 December 2024 |
|---|---|---|
| Current Assets | 171.180.540 | 104.875.638 |
| Nun-Current Assets | 1.774.648.214 | 1.408.512.925 |
| TOTAL ASSETS | 1.945.828.754 | 1.513.388.563 |
| LIABILITIES | 30 September 2025 | 31 December 2024 |
| Current Liabilities | 85.192.065 | 84.829.037 |
| Non-Current Liabilities | 349.401.982 | 19.813.620 |
| Equity | 1.511.234.707 | 1.408.745.906 |
| LIQUIDITY RATIOS | 30 September 2025 | 31 December 2024 |
|---|---|---|
| Current Ratio | 2,01 | 1,24 |
| Liquid Ratio | 1,53 | 1,24 |
| Cash Ratio | 0,49 | 0,56 |
| FINANCIAL STRUCTURE RATIOS | 30 September 2025 | 31 December 2024 |
|---|---|---|
| Leverage Ratio | 0,22 | 0,07 |
| Financing Ratio | 3,48 | 13,54 |
| Debt Equity Ratio | 0,29 | 0,07 |
| PROFITABILITY RATIOS | 30September 2025 | 31 December 2024 |
|---|---|---|
| Asset Profitability | 0,05 | 0,12 |
| Equity Profitability | 0,07 | 0,13 |
Public Offering Date: 27-28 April 2017
Total Equity: 144.000.000,00 TL (Nominal worth of each share is 1 TL).
Free Float Rate: %61,65 StockMarketCode:FONET Code:TREFONT00028
Involving Group in Stock Market: BIST MAIN
Involving Index: BIST ALL SHARES-100 / BIST ALL SHARES / BIST INFORMATICS / BIST TECHNOLOGY / BIST ANKARA / BIST MAIN /BIST PARTICIPATION ALL / BIST
PARTICIPATION 100 / BIST 500

The public offering date of the company's shares is 27-28 April 2017. The shares are started to be traded on Borsa Istanbul as of May 04, 2017. The market price of our company's shares is 15,96 TRY as of September 30, 2025.
The finance sources of the company are its own equity and bank loans.
The Company's Articles of Association did not change during the period.
As a result of the evaluation made by the Ministry of Science, Industry and Technology Evaluation and Audit Commission, it was deemed appropriate to certify as R&DCenter. Thus, the company has been entitled to benefit from promotions and exemptions provided to R&D Centers within the scope of Law No. 5746.
Gaining R&D Center status, in addition to the fact that the company creates cost advantages in production activities, will increase cooperation with universities and other R&D institutions, this will clear the way for the company to focus its R&D efforts for the use of innovative and advanced technology and we believe that it will positively contribute to turnover and profitability by creating an important competitive advantage in the markets.
Within the scope of e-Transformation Information Management Systems in Health, e-Insurance Information Management Systems, Personal Health Record Information System and Hospital Information Management System (HIMS) projects running on Java-based Cloud Architecture R&D activities continue.
Pidata Information Technologies Inc. has been founded as a wholly-owned subsidiary by Fonet Information Technologies Inc. in 2018 to develop projects, other than HIMS and to realize other information technology investment targets.
We have four branches in Hacettepe Teknopolis, İstanbul, Şanlıurfa and Baku, Azerbaijan and a liaison office in Stockholm, Sweden.
Hacettepe Technopark 6th R&D Building, Block E, Floor 5, No:29 1596th Avenue, Üniversiteler District Çankaya/ANKARA
Emlak Kredi Blocks No: 33/4, Büyükdere Avenue Levent/İSTANBUL
İpekyol Avenue No:12/1 ŞANLIURFA
Z. Ahmedbayov Avenue, No:2/46 Yasamal District Baku/AZERBAIJAN
Klarabergsviadukten 70 D4, 111 64 Stockholm/ SWEDEN
After the end of the activity period, the particular importance issues that realized in the company and that may affect the rights of partners, creditors and other relevant persons and organizations are presented below for your information;
- Pursuant to the decision of our Board of Directors dated June 17, 2025,
Within the authorized share capital of our Company amounting to TL 2,500,000,000 the issued capital of TL 144,000,000 shall be increased to TL 936, 000,000 TL, with the increased capital of 792,000,000 TL consisting of 392,125,929.24 TL from Capital Adjustment Positive Differences and 399,874,070.76 TL from Retained Earnings, for a total of 792,000,000.00 TL nominal value shares, and to provide an opinion on the amendment of Article 6 titled "Capital" of our Company's Articles of Association, an application was submitted to the Capital Markets Board on July 4, 2025. Our application has been approved by the Capital Markets Board and published in the bulletin dated 09.10.2025, numbered 2025/53.
| Current Version | Amended Version |
|---|---|
| Company's Capital and Type of Shares: Article 6 |
Company's Capital and Type of Shares: Article 6 |
| The Company has accepted the registered capital system in accordance with the provisions of the Capital Markets Law and has switched to the registered capital system with the permission of the Capital Markets Board dated 27/02/2015 and numbered 5/253. |
The Company has accepted the registered capital system in accordance with the provisions of the Capital Markets Law and has switched to the registered capital system with the permission of the Capital Markets Board dated 27/02/2015 and numbered 5/253. |
| The equity ceiling of the Company is 2.500.000.000 (two billion five hundred million) Turkish Liras and is divided into 2.500.000.000.000 (two billion five hundred million) shares each with a nominal value of 1 (One) Turkish Lira. |
The equity ceiling of the Company is 2.500.000.000 (two billion five hundred million) Turkish Liras and is divided into 2.500.000.000.000 (two billion five hundred million) shares each with a nominal value of 1 (One) Turkish Lira. |
The equity ceiling permission granted by the Capital Markets Board is valid for the years 2024-2028 (5 years). At the end of 2028, even if the permitted equity ceiling has not been reached, in order for the board of directors to take a capital increase decision after 2028, it is obligatory to obtain authorization from the general assembly for a new period not exceeding 5 years by obtaining permission from the Capital Markets Board for the previously permitted ceiling or a new ceiling amount. If the said authorization is not obtained, no capital increase can be made by the board of directors.
The issued capital of the Company is TL 144,000,000 (one hundred and forty-four million) and the said issued capital has been paid in full free of collusion. This capital is divided into 144,000,000 (one hundred and forty-four million) shares with a nominal value of TL 1 (one) each. Of these shares, 8,000,000 (eight million) are Class A registered shares and 136,000,000 (one hundred thirty-six million) are Class B bearer shares.
No new shares may be issued unless the issued shares are fully sold and their consideration is paid or the unsold shares are canceled.
Shares representing the capital are monitored in dematerialized form within the framework of dematerialization principles.
The capital of the Company may be increased or decreased, if necessary, in accordance with the provisions of the Turkish Commercial Code and Capital Markets Legislation.
The equity ceiling permission granted by the Capital Markets Board is valid for the years 2024-2028 (5 years). At the end of 2028, even if the permitted equity ceiling has not been reached, in order for the board of directors to take a capital increase decision after 2028, it is obligatory to obtain authorization from the general assembly for a new period not exceeding 5 years by obtaining permission from the Capital Markets Board for the previously permitted ceiling or a new ceiling amount. If the said authorization is not obtained, no capital increase can be made by the board of directors.
The issued capital of the Company is TL 936,000,000 (nine hundred thirty-six million) and the said issued capital has been paid in full free of collusion. This capital is divided into 936,000,000 (nine hundred thirty-six million) shares with a nominal value of TL 1 (one) each. Of these shares, 51.999.999,948 ( fifty-one million nine hundred ninety-nine thousand nine hundred ninety-nine lira, ninety-five kuruş ) are Class A registered shares and 884.000.000,52 (eight hundred eightyfour million lira, five kuruş) are Class B bearer shares.
No new shares may be issued unless the issued shares are fully sold and their consideration is paid or the unsold shares are canceled.
Shares representing the capital are monitored in dematerialized form within the framework of dematerialization principles.
The capital of the Company may be increased or decreased, if necessary, in accordance with the provisions of the Turkish Commercial Code and Capital Markets Legislation.
Group (A) shares have privileges in determining the members of the board of directors and exercising voting rights in the general assembly. Group (B) shares do not have privileges.
In capital increases, Group (A) shares in proportion to Group (A) shares and Group (B) shares in proportion to Group (B) shares shall be issued to represent the increased capital. In the event that it is decided to issue only Group (B) shares in capital increases through rights issues without restricting the right to acquire new shares, Group (A) shareholders shall be entitled to acquire Group (B) shares in proportion to their shares in the capital. In case of restriction of new share purchase rights, the shares to be issued will be Group (B) shares.
In capital increases, bonus shares are distributed to the existing shares on the date of the increase.
The Board of Directors is authorized to increase the issued capital by issuing (A) group registered shares and/or (B) group bearer shares up to the registered capital ceiling whenever it deems necessary in accordance with the provisions of the Capital Markets Law.
The board of directors may resolve to issue shares above or below the nominal value and to partially or completely restrict the shareholders' rights to acquire new shares or to restrict the rights of privileged shareholders.
The authorization to restrict the right to purchase new shares may not be used in a way to cause inequality among the shareholders. The decisions taken by the board of directors within the scope of this paragraph shall be announced to the public within the framework of the principles determined by the Capital Markets Board.
Group (A) shares have privileges in determining the members of the board of directors and exercising voting rights in the general assembly. Group (B) shares do not have privileges.
In capital increases, Group (A) shares in proportion to Group (A) shares and Group (B) shares in proportion to Group (B) shares shall be issued to represent the increased capital. In the event that it is decided to issue only Group (B) shares in capital increases through rights issues without restricting the right to acquire new shares, Group (A) shareholders shall be entitled to acquire Group (B) shares in proportion to their shares in the capital. In case of restriction of new share purchase rights, the shares to be issued will be Group (B) shares.
In capital increases, bonus shares are distributed to the existing shares on the date of the increase.
The Board of Directors is authorized to increase the issued capital by issuing (A) group registered shares and/or (B) group bearer shares up to the registered capital ceiling whenever it deems necessary in accordance with the provisions of the Capital Markets Law.
The board of directors may resolve to issue shares above or below the nominal value and to partially or completely restrict the shareholders' rights to acquire new shares or to restrict the rights of privileged shareholders.
The authorization to restrict the right to purchase new shares may not be used in a way to cause inequality among the shareholders. The decisions taken by the board of directors within the scope of this paragraph shall be announced to the public within the framework of the principles determined by the Capital Markets Board.
Explanation regarding privileges:
A total of 8,000,000 shares are privileged.
Group (A) shareholders have 15 voting rights for each share and Group (B) shareholders have 1 voting right for each share in the ordinary and extraordinary general assembly meetings of the Company.
Explanation regarding privileges:
A total of 51,999,999.948 shares are privileged.
Group (A) shareholders have 15 voting rights for each share and Group (B) shareholders have 1 voting right for each share in the ordinary and extraordinary general assembly meetings of the Company.
The company has announced the following developments to the public between 30th June 2025 and 30th September 2025 through the "Public Disclosure Platform" (KAP):

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