Interim / Quarterly Report • Aug 18, 2025
Interim / Quarterly Report
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CONSOLIDATED FINANCIAL STATEMENTS AND LIMITED INDEPENDENT AUDITOR'S REPORT FOR THE PERIOD 01 JANUARY – 30 JUNE 2025

We have conducted a limited review of the accompanying statement of financial position of Bagfaş Bandırma Gübre Fabrikaları Anonim Şirketi ("the Company") as of 30 June 2025, and the statement of profit or loss, the statement of profit or loss and other comprehensive income, the statement of changes in equity, and the statement of cash flows for the sixmonth period then ended, together with a summary of significant accounting policies and other explanatory notes. Management is responsible for the preparation and presentation of these interim condensed financial statements in accordance with Turkish Accounting Standard 34 "Interim Financial Reporting" ("TAS 34") issued by the Public Oversight Accounting and Auditing Standards Authority ("POA"). Our responsibility is to express a conclusion on these interim condensed financial statements based on our limited review.
We conducted our limited review in accordance with Limited Review Engagement Standard ("LRES") 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity's Annual Financial Statements." A limited review of interim financial information consists primarily of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other limited review procedures. The scope of a limited review is substantially narrower than an independent audit conducted in accordance with Independent Auditing Standards, the objective of which is to express an opinion on the financial statements. Accordingly, a limited review does not provide assurance that we would become aware of all significant matters that might be identified in an audit. Therefore, we do not express an audit opinion.

We have conducted a limited review of the accompanying condensed statement of financial position of Bagfaş Bandırma
Gübre Fabrikaları Anonim Şirketi ("the Company") as of 30 June 2025, and the condensed statement of profit or loss, condensed statement of other comprehensive income, condensed statement of changes in equity, and condensed statement of cash flows for the six-month interim period then ended.
Based on our limited review, nothing has come to our attention that causes us to believe that the accompanying interim condensed financial information is not prepared, in all material respects, in accordance with TAS 34 "Interim Financial Reporting.
The engagement partner responsible for the conduct and conclusion of this independent review is Özkan Cengiz.
Istanbul, 18 August 2025
HSY Danışmanlık ve Bağımsız Denetim Anonim Şirketi Member, Crowe Global
Özkan Cengiz Engagement Partner, CPA
| CONTENTS | PAGE |
|---|---|
| CONSOLIDATED BALANCE SHEET |
1-2 |
| CONSOLIDATED STATEMENT OF PROFIT OR LOSS |
3 |
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY | 4 |
| CONSOLIDATED STATEMENTS OF CASH FLOWS |
5 |
| CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS |
6-58 |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (BALANCE SHEET) AS OF JUNE 30, 2025, LIMITED REVIEWED (Amounts are presented in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise stated.)
| Current | Previous | ||
|---|---|---|---|
| Period | Period | ||
| 30.06.2025 | 31.12.2024 | ||
| Notes | TRY | TRY | |
| ASSETS | 12.369.482.249 | 11.823.091.206 | |
| Current Assets | 2.249.827.037 | 1.809.342.853 | |
| Cash and Cash Equivalents | 53 | 462.898.758 | 70.100.636 |
| Financial Investments | 46 | 11.120.105 | 16.310.178 |
| Trade Receivables | 7 | 436.681.363 | 25.696.031 |
| - Trade Receivables from Related Parties |
6 | 816.728 | 396.633 |
| - Trade Receivables from Non-Related Parties |
7 | 435.864.635 | 25.299.398 |
| Other Receivables | 9 | 88.752.879 | 82.538.196 |
| - Other Receivables from Related Parties |
6 | 13.080.065 | -- |
| - Other Receivables from Non-Related Parties |
9 | 75.672.814 | 82.538.196 |
| Inventories | 10 | 680.860.214 | 1.096.955.786 |
| Prepaid Expenses | 12 | 388.855.210 | 330.727.182 |
| - Prepaid Expenses to Non-Related Parties |
12 | 388.855.210 | 330.727.182 |
| Current Tax Assets | 39 | 1.411.080 | 671.219 |
| Other Current Assets | 29 | 179.247.428 | 186.343.625 |
| Subtotal | 2.249.827.037 | 1.809.342.853 | |
| Total Current Assets | 2.249.827.037 | 1.809.342.853 | |
| Non-Current Assets | 10.119.655.212 | 10.013.748.354 | |
| Financial Investments | 4 | 1.745.011 | 7.030.054 |
| Other Receivables | 9 | 60.897 | 71.051 |
| - Other Receivables from Non-Related Parties |
9 | 60.897 | 71.051 |
| Property, Plant and Equipment | 14 | 8.133.119.944 | 8.464.323.797 |
| Right-of-Use Assets | 20 | 399.733.045 | 406.659.578 |
| Intangible Assets | 17 | 2.392.156 | 2.616.264 |
| -Other Intangible Assets | 17 | 2.392.156 | 2.616.264 |
| Prepaid Expenses | 12 | 28.281.898 | -- |
| - Prepaid Expenses to Non-Related Parties |
12 | 28.281.898 | -- |
| Deferred Tax Assets | 39 | 1.554.322.261 | 1.133.047.610 |
| Total Non-Current Assets | 10.119.655.212 | 10.013.748.354 | |
| TOTAL ASSETS | 12.369.482.249 | 11.823.091.206 |
The accompanying accounting policies and notes from an integral part of these financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (BALANCE SHEET) AS OF JUNE 30, 2025, LIMITED REVIEWED (Amounts are presented in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise stated.)
| Current | Prior | ||
|---|---|---|---|
| Period | Period | ||
| 30.06.2025 | 31.12.2024 | ||
| Notes | TRY | TRY | |
| LIABILITIES | 12.369.482.249 | 11.823.091.206 | |
| Short- Term Liabilities | 4.309.629.345 | 3.279.636.624 | |
| Short- Term Debts | 46 | 1.584.480.403 | 1.082.775.991 |
| - Other Short- Term Debts | 46 | 1.584.480.403 | 1.082.775.991 |
| Short- Term Portion of Long- Term Debts | 46 | 1.897.078.992 | 1.661.758.952 |
| - Other Short- Term Portion of Long- Term Debts | 46 | 1.897.078.992 | 1.661.758.952 |
| Trade Payables | 7 | 293.069.279 | 168.411.888 |
| - Trade Payables to Related Parties | 6 | 8.874.997 | 21.343.554 |
| - Other Trade Payables | 7 | 284.194.282 | 147.068.334 |
| Liabilities Under Employee Benefits | 27 | 22.787.959 | 13.390.162 |
| Other Payables | 9 | 30.617.834 | 34.094.995 |
| - Other Payables | 9 | 30.617.834 | 34.094.995 |
| Deferred Income | 12 | 469.378.777 | 312.348.696 |
| - Other Deferred Income | 12 | 469.378.777 | 312.348.696 |
| Short- Term Provisions | 25 | 12.216.101 | 6.855.940 |
| - Short- Term Provisions for Employee Benefits | 25 | 8.740.013 | 3.790.811 |
| - Other Short- Term Provisions | 25 | 3.476.088 | 3.065.129 |
| SUBTOTAL | 4.309.629.345 | 3.279.636.624 | |
| TOTAL SHORT- TERM LIABILITIES | 4.309.629.345 | 3.279.636.624 | |
| LONG- TERM LIABILITIES | 1.445.588.216 | 2.148.937.657 | |
| Long- Term Debts | 46 | 1.420.640.843 | 2.134.638.851 |
| - Other Long- Term Debts | 46 | 1.420.640.843 | 2.134.638.851 |
| Other Debts | 9 | 243.096 | 283.630 |
| - Other Payables to Non- Related Parties | 9 | 243.096 | 283.630 |
| Long- Term Provisions | 25 | 24.704.277 | 14.015.177 |
| - Long- Term Provisions Related to Employee Benefits | 25 | 24.704.277 | 14.015.177 |
| Total Long- Term Liabilities | 1.445.588.216 | 2.148.937.657 | |
| EQUITY | 6.614.264.688 | 6.394.516.925 | |
| Equity Attributable to Owners of the Parent | 6.614.264.688 | 6.394.516.925 | |
| Paid- in Capital | 30 | 135.000.000 | 135.000.000 |
| Capital Adjustment Differences | 30 | 2.546.733.713 | 2.546.733.713 |
| Share Premiums/ Discounts | 30 | 39.465.697 | 39.632.019 |
| Accumulated Other Comprehensive Income (Loss) That Will Not Be Reclassified to Profit or Loss | 30 | (10.444.808) | (10.444.808) |
| - Revaluation and Remeasurement Gains (Losses) | 30 | (10.444.808) | (10.444.808) |
| - Remeasurement Gains (Losses) on Defined Benefit Plans | 30 | (10.444.808) | (10.444.808) |
| Accumulated Other Comprehensive Income (Loss) That Will Be Reclassified to Profit or Loss | 30 | 6.940.102 | 9.799.279 |
| - Revaluation and Remeasurement Gains (Losses) | 30 | 6.940.102 | 9.799.279 |
| - Gains (Losses) on Financial Assets Measured at Fair Value Through Other Comprehensive Income | 30 | 6.940.102 | 9.799.279 |
| Restricted Reserves Appropriated from Profit | 30 | 354.807.109 | 354.175.895 |
| Retained Earnings/ Accumulated Losses | 30 | 3.326.790.505 | 4.849.717.823 |
| Net Profit/ Loss for the Period | 214.972.370 | (1.530.096.996) | |
| Total Equity | 6.614.264.688 | 6.394.516.925 | |
| TOTAL LIABILITIES AND EQUITY | 12.369.482.249 | 11.823.091.206 |
The accompanying accounting policies and notes from an integral part of these financial statements.
CONSOLIDATED STATEMENT OF PROFIT OR LOSS FOR THE PERIOD JANUARY 1 – JUNE 30, 2025, LIMITED REVIEWED (Amounts are stated in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise indicated.)
| Notes | Current Period 01.01.2025 30.06.2025 TRY |
Prior Period 01.01.2024 30.06.2024 TRY |
Current Period 01.04.2025 30.06.2025 TRY |
Prior Period 01.04.2024 30.06.2024 TRY |
|
|---|---|---|---|---|---|
| Revenue | 31 | 2.927.659.311 | 1.194.789.177 | 1.501.842.542 | 228.046.455 |
| Cost of Sales (-) | 31 | (2.497.592.349) | (1.025.752.111) | (1.300.190.941) | (196.355.741) |
| GROSS PROFIT/LOSS FROM COMMERCIAL ACTIVITIES | 430.066.962 | 169.037.066 | 201.651.600 | 31.690.714 | |
| GROSS PROFIT/LOSS | 430.066.962 | 169.037.066 | 201.651.600 | 31.690.714 | |
| General Administrative Expenses (-) | 33 | (153.955.297) | (73.410.292) | (74.690.954) | (39.741.317) |
| Marketing Expenses (-) | 33 | (11.455.318) | (12.409.139) | (6.433.485) | (3.708.313) |
| Other Income from Operations | 34 | 93.765.996 | 175.060.143 | 48.846.975 | 86.897.632 |
| Other Expenses from Operations (-) | 34 | (158.768.510) | (989.709.591) | (106.397.580) | (422.939.157) |
| OPERATING PROFIT/LOSS | 199.653.833 | (731.431.814) | 62.976.557 | (347.800.441) | |
| Income from Investing Activities | 35 | 5.430 | -- | 131 | -- |
| Shares of Profits (Loss) of Investments Valued by Equity Method | 35 | 1.399.255 | (1.981.306) | 78.921 | (5.414.439) |
| OPERATING PROFIT/LOSS BEFORE FINANCIAL INCOME/EXPENSES | 201.058.518 | (733.413.119) | 63.055.609 | (353.214.880) | |
| Financial Income | 36 | 33.331.819 | 50.244.852 | 13.419.122 | 8.433.274 |
| Financial Expenses (-) | 36 | (831.265.627) | (720.137.596) | (386.827.560) | (225.502.814) |
| Net Monetary Position Gains (Losses) | 50 | 228.648.601 | 375.837.440 | 119.989.900 | 460.396.274 |
| PROFIT/(LOSS) BEFORE TAX FROM CONTINUING OPERATIONS | (368.226.689) | (1.027.468.423) | (190.362.930) | (109.888.146) | |
| Continuing Operations Tax Income/(Expense) | 583.199.059 | (59.831.923) | (5.035.810) | 392.886.571 | |
| - Deferred Tax Income /(Expense) | 39 | 583.199.059 | (59.831.923) | (5.035.810) | 392.886.571 |
| PROFIT/(LOSS) CONTINUING OPERATIONS FOR THE PERIOD | 214.972.370 | (1.087.300.346) | (195.398.740) | 282.998.425 | |
| PROFIT/(LOSS) FOR THE PERIOD | 214.972.370 | (1.087.300.346) | (195.398.740) | 282.998.425 | |
| PROFIT/(LOSS) FOR THE PERIOD | 214.972.370 | (1.087.300.346) | (195.398.740) | 282.998.425 | |
| - Non-controlling interests | 40 | -- | -- | (4.871.472) | -- |
| -Parent Company | 40 | 214.972.370 | (1.087.300.346) | (190.527.268) | 282.998.425 |
| Earnings (Loss) Per Share | 0,0016 | (0,0081) | (0,0014) | 0,0021 | |
| -Earnings (Loss) Per Share from Continuing Operations | 40 | 0,0016 | (0,0081) | (0,0014) | 0,0021 |
| PROFIT/(LOSS) FOR THE PERIOD | 214.972.370 | (1.087.300.346) | (195.398.740) | 282.998.425 | |
| OTHER COMPREHENSIVE INCOME | (2.859.177) | (894.608) | (1.619.958) | 379.524 | |
| Items that will not be reclassified subsequently to profit or loss | (2.859.177) | (894.608) | (1.619.958) | 379.524 | |
| Other Comprehensive Income (Expense) Related to Financial Assets at Fair Value Through Other Comprehensive Income | 37 | (2.859.177) | (894.608) | (1.619.958) | 379.524 |
| -Gains (Losses) from Financial Assets at Fair Value Through Other Comprehensive Income | 37 | (2.859.177) | (894.608) | (1.619.958) | 379.524 |
| OTHER COMPREHENSIVE INCOME | (2.859.177) | (894.608) | (1.619.958) | 379.524 | |
| TOTAL COMPREHENSIVE INCOME (EXPENSES) | 212.113.193 | (1.088.194.954) | (197.018.698) | 283.377.949 | |
| - Non-controlling interests | -- | -- | (4.871.472) | -- | |
| -Parent Company | 212.113.193 | (1.088.194.954) | (192.147.226) | 283.377.949 |
The accompanying accounting policies and notes from an integral part of these financial ststements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD JANUARY 1 – JUNE 30, 2025, LIMITED REVIEWED
(Amounts are presented in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise stated.)
| Accumulated Other Comprehensive Income or Expenses to be Reclassified to Profit or Loss |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Re Measurement Gains (Losses) Gains (Losses) |
Accumulated | Profits | |||||||||
| CURRENT PERİOD | Notes | Paid in Captial |
Capital Adjustment Differences |
Share Issuance Premiums / Discounts |
Defined Benefit Plans Re Measurement Gains (Losses) |
on Financial Assets at Fair Value Reflected in Other Comprehensive Income |
Restricted Reserves Separated from Profit |
Retained Earnings |
Net Profit/Loss fort he Period |
Equity of the Parent Company |
Total Equity |
| January 1, 2025 (Beginning of The Period) |
135.000.000 | ||||||||||
| 2.546.733.713 | 39.632.019 | (10.444.808) | 9.799.279 | 354.175.895 | 4.849.717.823 | (1.530.096.996) | 6.394.516.925 | 6.394.516.925 | |||
| Transfers | 30 | -- | -- | -- | -- | -- | 631.214 | (1.530.728.210) | 1.530.096.996 | -- | -- |
| Total Comprehensive Income (Expense) | 30 | -- | -- | -- | -- | (2.859.177) | -- | -- | 214.972.370 | 212.113.193 | 212.113.193 |
| - Profit/(Loss) For the Period |
30 | -- | -- | -- | -- | -- | -- | -- | 214.972.370 | 214.972.370 | 214.972.370 |
| - Other Comprehensive Income (Expense) |
30 | -- | -- | -- | -- | (2.859.177) | -- | -- | -- | (2.859.177) | (2.859.177) |
| Dividends Acquisition or Disposal of a Subsidiary |
30 30 |
-- -- |
-- -- |
(166.322) -- |
-- -- |
-- -- |
-- -- |
-- 7.800.892 |
-- -- |
(166.322) 7.800.892 |
(166.322) 7.800.892 |
| June 30, 2025 (End of The Period) | 135.000.000 | 2.546.733.713 | 39.465.697 | (10.444.808) | 6.940.102 | 354.807.109 | 3.326.790.505 | 214.972.370 | 6.614.264.688 | 6.614.264.688 | |
| January 1, 2024 (Beginning of The Period) |
135.000.000 | 2.546.733.713 | 40.148.506 | (10.497.756) | 2.229.538 | 353.659.407 | 7.389.252.085 | (2.539.017.775) | 7.917.507.719 | 7.917.507.719 | |
| Transfers Total Comprehensive Income (Expense)) |
30 30 |
-- -- |
-- -- |
-- -- |
-- -- |
-- (894.608) |
333.201 -- |
(2.539.350.976) -- |
2.539.017.775 (1.087.300.346) |
-- (1.088.194.954) |
-- (1.088.194.954) |
| - Profit/(Loss) For the Period |
30 | -- | -- | -- | -- | -- | -- | -- | (1.087.300.346) | (1.087.300.346) | (1.087.300.346) |
| - Other Comprehensive Income (Expense) |
30 | -- | -- | -- | -- | (894.608) | -- | -- | -- | (894.608) | (894.608) |
| Increase (Decrease) Due to Share Based Transactions | 30 | -- | -- | (333.201) | -- | -- | -- | -- | -- | (333.201) | (333.201) |
The accompanying accounting and notes from an integral part of these financial statements.
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIOD JANUARY 1 – JUNE 30, 2025, LIMITED REVIEWED (Amounts are stated in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise indicated.)
| Current | Prior | ||
|---|---|---|---|
| Period | Period | ||
| 01.01.2025 | 01.01.2024 | ||
| 30.06.2025 | 30.06.2024 | ||
| Notes | TRY | TRY | |
| A. CASH FLOWS PROVIDED BY OPERATING ACTIVITIES | 855.404.676 | (1.340.595.796) | |
| Profits (Losses) for The Period (+/-) | 214.972.370 | (1.087.300.346) | |
| - Profit (Loss) from Continuing Operations | 39 | 214.972.370 | (1.087.300.346) |
| Adjustments regarding period profit/loss reconciliation | (84.221.137) | (1.312.442.413) | |
| Adjustments for Depreciation and Amortization | 24,17,20 | 419.268.900 | 410.829.012 |
| Adjustments for Impairment (Reversal) (+/-) | 7 | 313.430 | (237.701) |
| - Adjustments for Impairment (Reversal) on Receivables | 7 | 313.430 | (237.701) |
| Adjustments for Provisions (+/-) | 25 | 15.630.142 | (1.966.211.212) |
| - Adjustments for Provisions for Employee Benefits (Reversal) | 25 | 15.657.222 | 5.082.728 |
| – Adjustments Related to Other Provisions (Reversals) | 25 | (27.080) | (1.971.293.940) |
| Adjustments for Interest Income and Expenses (+/-) | 34,36 | 66.624.625 | 184.472.347 |
| - Adjustments for Interest Income | 36 | (3.189.565) | (1.500.871) |
| - Adjustments for Interest Expenses | 36 | 76.587.495 | 183.873.075 |
| - Deferred Financing Costs Arising from The Term Purchase | 34 | 2.471.753 | 6.887.745 |
| - Unearned Finance Income Arising from Forward Sales | 34 | (9.245.058) | (4.787.602) |
| Adjustment for fair value losses/gains (+/-) | 30 | (2.859.177) | (1.126.782) |
| - Other Adjustments for Fair Value Losses (Gains) | 30 | (2.859.177) | (1.126.782) |
| Adjustments for Tax Revenue/Expenditure | 39 | (583.199.056) | 59.831.923 |
| Changes Realized in Working Capital | 525.577.602 | 623.058.039 | |
| Increase/Decrease in Financial Investments Adjustments for Increase/Decrease in Trade Receivables |
46 6,7 |
19.390.309 (410.217.072) |
11.806.887 116.956 |
| - Increase/Decrease in Trade Receivables from Related Parties | 6 | 10.488.886 | (187.146) |
| - Increase/Decrease in Other Trade Receivables | 7 | (420.705.959) | 304.102 |
| Adjustments for Increase/Decrease in Other Receivables Related with Activities | 9 | 5.601.201 | 38.114.238 |
| -Decrease (Increase) in Other Receivables from Related Parties | (13.080.065) | -- | |
| -Decrease (Increase) in Other Receivables from Non-Related Parties | 9 | 18.681.266 | 38.114.238 |
| Adjustments for Increase/Decrease in Inventories | 10 | 688.269.908 | 1.202.824.280 |
| Increase/Decrease in Prepaid Expenses | 12 | (32.473.633) | (282.051.061) |
| Adjustments for Increase/Decrease in Trade Payables | 6,7 | 109.834.621 | (166.770.630) |
| - Increase/Decrease in Trade Payables to Related Parties | 6 | (15.518.775) | 11.676.499 |
| - Increase/Decrease in Trade Payables to Other Parties | 7 | 125.353.396 | (178.447.129) |
| Increase/Decrease in Payables as Part of Employee Benefits | 25 | 7.484.202 | (3.537.343) |
| Adjustments for Increase/Decrease in Other Payables Related with Activities | 8 | (8.430.761) | (23.212.202) |
| - Increase/Decrease in Other Payables Related with Activities to Other Parties | 8 | (8.430.761) | (23.212.202) |
| Increase/Decrease in Deferred Income | 12 | 112.392.170 | (165.534.748) |
| Adjustments on Other Increase/Decrease in Realized Working Capital | 29 | 33.726.658 | 11.301.663 |
| - Increase/Decrease in Other Assets Related with Activities | 29 | 33.726.658 | 11.301.663 |
| The Cash Flow Generated from Operations (+/-) | 656.328.836 | (1.776.684.720) | |
| Payments Related to Employee Benefits | 25 | (2.563.583) | (5.891.378) |
| Tax Refunds (Payments) | 39 | (878.556) | 1.634.619 |
| Inflation Impact on Operating Activities | -- | 202.517.979 | 440.345.682 |
| B. CASH FLOW FROM INVESTING ACTIVITIES | 1.136.901.176 | 1.163.548.754 | |
| Cash Outflows Related to Acquisitions of Subsidiary Control | (2.171.608) | -- | |
| Cash Outflows Arising from the Purchase of Tangible and Intangible Fixed Assets | 14 | (80.914.410) | (177.972.726) |
| - Cash Outfloes Arising from the Purchase of Tangible Fixed Assets -Cash Outflows Arising from the Purchase of Intangible Fixed Assets |
14 -- |
(80.914.410) 1.219.987.194 |
(177.972.726) 1.341.521.480 |
| C. CASH FLOWS FROM FINANCING ACTIVITIES | (701.346.028) | 54.401.401 | |
| Cash Inflows Resulted from Debts | 46 | 1.233.972.982 | 2.546.019.993 |
| -Cash Inflows from Bank Loans | 46 | 1.233.972.982 | 2.546.019.993 |
| Cash Outflows Related to Debt Payments | 46 | (1.908.231.734) | (2.360.499.714) |
| - Cash Outflows Related to Loan Repayments | 46 | (1.908.231.734) | (2.360.499.714) |
| Interest Paid | 32,35 | (76.587.495) | (183.873.075) |
| Interest Received | 32,35 | 3.189.565 | 1.500.871 |
| Inflation Impact on Financing Activities | -- | 46.310.653 | 51.253.325 |
| D. Inflation Impact | (908.179.818) | (1.440.704.215) | |
| BEFORE THE EFFECT OF FOREING CURRENCY TRANSLATION DIFFERENCES | 382.780.004 | (1.563.349.856) | |
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | |||
| E.NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (A+B+C+D) | 382.780.004 | (1.563.349.856) | |
| F. CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 70.100.636 | 1.817.312.859 | |
| G. Inflation Impact on Cash and Cash Equivalents | 10.018.117 | 533.989.731 | |
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR (A+B+C+D+E+F+G) | 462.898.758 | 787.952.734 |
The accompanying accounting policies and notes from an integral part of these financial statements.
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are presented in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise stated.)
BAGFAŞ Bandırma Fertilizer Factories Inc. ("Parent Partnership" or "Company") was established in Bandırma, Balıkesir in March 1970 and started production in July 1975. The main activity of the Group is; chemical fertilizer and acid manufacturing, import, internal and external sales.
| Head office address | : Kılıçali Paşa Mah. Susam Sokak No:22 Beyoğlu-İstanbul/ Türkiye |
|---|---|
| Foundation Year | : 1970 |
| Trade Register Number | : 156662-104069 |
| Tax Office | : ISTANBUL - Büyük Mükellefler Tax Office Directorate |
| Tax No | : 1400030568 |
| Phone- Fax |
: 0212 293 08 85 – 0212 249 97 44 |
| Website | : http://www.bagfas.com.tr/ |
As of 30.06.2025, the number of employess of the Group is 216 (Dec 31,2024: 138). The Group's capital structure is given in Note 31.
The following subsidiaries are consolidated under the Parent Company:
| Subsidiaries | Field of Activity | Subsidiaries |
|---|---|---|
| T Gübre Dış Ticaret Anonim Şirketi (Subsidiary) | Import-Export | Turkey |
| Bagfaş Servis Pazarlama Limited Şirketi (Subsidiary) | Marketing | Turkey |
The activities of the companies in the Group are summarized below:
Bagfaş Bandırma Gübre Fabrikaları A.Ş. ("Corporation"), was established in Bandırma, Balıkesir in March 1970 and started production in July 1975. The address where the Company is registered; Kılıçali Paşa Mahallesi, Susam Sokak No:22 Cihangir Beyoğlu/İstanbul. The company's shares have been traded on Borsa Istanbul A.Ş. since 1986. The company operates in the production, import, internal and external sales of chemical fertilizers and acids. The company continues its production activities in its facilities in Bandırma, Balıkesir.
.
On July 29, 2019, the Company established T Gübre Dış Ticaret A.Ş. ("T Gübre"), with a capital of 50,000 Turkish Liras in total, divided into 50,000 shares of 1.00 Turkish Liras, with a 100% partnership rate. T Gübre's headquarters is in Beyoğlu district of Istanbul province. Address; Kılıçali Paşa Mahallesi Susam Sk. No: 22/3 Beyoğlu/İstanbul. The purpose of the company; Import, export and wholesale internal trade of all kinds of fertilizer and fertilizer raw materials, chemicals, petrochemical products and plastic raw materials, pesticides, minerals, seeds and agricultural product machinery and equipment, industrial, commercial, chemical and agricultural facilities, purchasing and sales organization Establishing and operating wholesale and retail stores, dealerships, liaison offices, carrying out all kinds of import, export and representation works, etc., engaging in commercial activities and contract manufacturing, carrying out transportation and agency work, establishing and operating storage facilities, providing provisions for domestic and foreign flagged ships. , port management, warehousing, warehousing, all kinds of fuel oil, petroleum derivatives and mineral oil trading and dealership. T Gübre was included in the consolidation as of December 31, 2019.
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are presented in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise stated.)
Bagfaş Servis Pazarlama LTD. ŞTİ. ("the Company") was established in Bandırma, Balıkesir in September 1997. The registered address of the Company is Bandırma Erdek Highway, 10th KM, No.0, Erdek/Balıkesir. The Company's objective is to provide domestic and international transportation services by land, sea, and air. It also engages in the transportation of by-products and production waste generated during the production of chemical fertilizers, acids, and their derivatives, and implements rehabilitation projects to minimize environmental impact. Additionally, the Company is involved in personnel shuttle services, representation, brokerage, and agency services. Bagfaş Servis has been included in the scope of consolidation as of January 1, 2025.
The attached financial statements have been prepared in accordance with the Turkish Accounting Standards ("TAS") and their annexes and interpretations put into effect by the Public Oversight, Accounting and Auditing Standards Authority ("POA"). The financial statements and notes have been presented in accordance with the TAS taxonomy published by the Public Oversight, Accounting and Auditing Standards Authority (POA) on October 4, 2022.
In order to identify trends in financial position and performance, the Company's financial statements are prepared on a comparative basis with the previous period.
The Company has prepared the statement of financial position as of 30 June 2025, together with the comparative financial statements, including the statement of financial position as of 31 December 2024, and the statement of profit or loss and other comprehensive income, the statement of cash flows, and the statement of changes in equity for the accounting period of 1 January – 30 June 2025, compared with the corresponding financial statements for the accounting period of 1 January – 30 June 2024.
The consolidated financial statements have been prepared on the going concern assumption, under the premise that the Group will continue to derive benefits from its assets and fulfill its liabilities within the natural course of its operations over the next year.
Financial statements of the Group are represented with currency that is valid within the basic economic framework in which it engages in activity (functional currency). Financial situation of the Group and result of the activity are mentioned in TRY which is valid currency of the Group that is also used in the presentation of financial statements.
The Company's share percentages in the capital of the companies included in the consolidation are given below:
| 30.06.2025 | 31.12.2024 | |
|---|---|---|
| T Gübre Dış Tic. A. Ş. (1) Bagfaş Servis Pazarlama Ltd. Şti.(1)(2) |
100,00% 55,00% |
100,00% -- |
1) Indicates the Company's shareholding percentage in the capital of T Gübre Dış Ticaret A.Ş. and Bagfaş Servis Pazarlama Ltd. Şti., which are included in the consolidation.
2) As of January 1, 2025, Bagfaş Servis Pazarlama Ltd. Şti. has been included in the scope of consolidation; in prior periods, it was accounted for under long-term financial investments at cost.
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are presented in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise stated.)
Consolidated financial statements have been prepared in accordance with the consolidation method, which involves combining the assets, liabilities, equity, income and expenses included in the financial statements of the parent company and subsidiaries within the scope of consolidation as a whole and preparing consolidated financial statements by making the necessary adjustments within the framework of consolidation principles and principles.
Subsidiaries represent businesses in which the Parent Company, directly or through other subsidiaries or affiliates, has more than 50% of the shares, voting rights, or the right to elect the majority of the management or the majority of the management within the framework of capital and management relations. Control power is defined as the power of the Parent Company (investor company) to manage the financial and business policies of its subsidiaries and the power to benefit from their activities. An investor controls an investee when it is exposed to, or has rights to, variable returns from its relationship with the investee and has the ability to influence those returns through its power over the investee.
The above subsidiaries consolidated within the Parent Company have been consolidated because the controlling power belongs to the Group. Accordingly, the consolidated balance sheet and income statement are prepared according to the main principles explained below:
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are presented in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise stated.)
According to the decision numbered 81/1820 dated December 28, 2023, by the Capital Markets Board of Turkiye (CMB), issuers and capital market institutions subject to financial reporting regulations applying Turkish Accounting/Financial Reporting Standards have decided to apply inflation accounting starting from the annual financial statements for the fiscal years ending on December 31, 2023, by applying the provisions of ''Turkish Accounting Standards'' (TAS) 29.
In this context, inflation adjustments have been made according to TAS 29 for the consolidated financial statements dated June 30, 2025, December 31, 2024 and June 30, 2024.
Consolidated Financial statements and related figures from previous periods have been restated for changes in the general purchasing power of the functional currency, resulting in financial statements and related figures from previous periods being expressed in the measurement unit currency applicable at the end of the reporting period in accordance with the TAS 29 Financial Reporting in Hyperinflationary Economies standard.
TAS 29 is applied to the financial statements of every entity whose functional currency is the currency of a high inflationary economy, including consolidated financial statements. In the presence of high inflation in an economy, TAS 29 requires the financial statements of an entity whose functional currency is the currency of a high inflationary economy to be expressed in the measurement unit currency applicable at the end of the reporting period.
The table below contains the inflation rates for the relevant years calculated by taking into account the Consumer Price Indexes published by the Turkish Statistical Institute (TSI):
| Date | Index | Adjustment Coefficient |
|---|---|---|
| 30.06.2025 | 3.132,17 | 1,000 |
| 31.12.2024 | 2.684,55 | 1,166 |
| 30.06.2024 | 2.319,29 | 1,350 |
The main outlines of the indexation process under TAS 29 are as follows;
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are presented in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise stated.)
The impact of applying the TAS 29 Inflation Accounting standard is summarized as follows:
Amounts in the financial position statement that are not expressed in the measurement unit currency applicable at the end of the reporting period are restated. Accordingly, monetary items are not restated as they are expressed in the currency current at the end of the reporting period. Non-monetary items need to be restated unless they are shown at their current amounts at the end of the reporting period.
The gain or loss on the net monetary position resulting from the restatement of non-monetary items is included in the net income and presented separately in the comprehensive income statement.
All items in the income statement are expressed in the measurement unit currency applicable at the end of the reporting period. Therefore, all amounts have been restated by applying changes in the monthly general price index.
The cost of goods sold has been adjusted using the restated inventory balance.
Depreciation and amortization expenses have been adjusted using the restated balances of property, plant, and equipment, intangible assets, investment properties, and right-of-use assets.
All items in the cash flow statement are expressed in the measurement unit currency applicable at the end of the reporting period.
The financial statements of a subsidiary whose functional currency is the currency of a hyperinflationary economy are restated using the general price index before being included in the consolidated financial statements prepared by the parent company. If such a subsidiary is a foreign subsidiary, the restated financial statements are translated at the closing exchange rate.
In the case of consolidating financial statements with different reporting periods, all monetary and non-monetary items are restated according to the measurement unit valid at the date of the consolidated financial statements.
The relevant figures for the previous reporting period are restated by applying the general price index so that comparative financial statements are presented in the unit of measurement valid at the end of the reporting period. Information disclosed for previous periods is also expressed in the measurement unit valid at the end of the reporting period.
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are presented in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise stated.)
The accompanying financial statements have been prepared in accordance with the Capital Markets Board ("CMB") Communiqué No. II-14.1 on "Principles of Financial Reporting in Capital Markets" and Turkish Financial Reporting Standards ("TFRS") issued by the Public Oversight, Accounting and Auditing Standards Authority ("POA"), based on Article 9(b) of Decree Law No. 660, and presented in compliance with the TMS taxonomy published by the POA on 4 October 2022.
The Group maintains its statutory accounting records in accordance with Tax Legislation and the Uniform Chart of Accounts (Communiqué on the Implementation of Accounting System) published by the Republic of Turkey Ministry of Finance, and prepares them in Turkish Lira.
The financial statements have been prepared on a historical cost basis, except for land and buildings held for use, underground and above-ground improvements, and investment properties, which are carried at their fair values.
The accounting policies applied in the preparation of the condensed consolidated financial statements for the period ended 30 June 2025 have been consistently applied with those used in the prior year, except for the new and amended Turkish Accounting Standards ("TAS")/TFRS and TAS/TFRS interpretations effective as of 1 January 2025, which are summarized below. The effects of these standards and interpretations on the Group's financial position and performance are explained in the relevant paragraphs.
These amendments provide guidance on when a currency is considered exchangeable and how to determine the exchange rate when it is not. The amendments are effective for annual reporting periods beginning on or after January 1, 2025.
The amendment has not had a significant impact on the Group's financial position or performance.
• TFRS 10 and TAS 28 (Amendments) — Sale or Contribution of Assets Between an Investor and its Associate or Joint Venture
The Public Oversight, Accounting and Auditing Standards Authority (POA) has indefinitely postponed the effective date of these amendments made in December 2017 to TFRS 10 and TAS 28, pending ongoing research on the equity method. However, early application is still permitted.
The Group will assess the effects of these amendments after the standards are finalized.
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are presented in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise stated.)
In February 2019, the Public Oversight, Accounting and Auditing Standards Authority (POA) issued TFRS 17, a comprehensive new accounting standard covering recognition and measurement, presentation, and disclosure for insurance contracts. TFRS 17 introduces a model that measures insurance contract liabilities at current balance sheet values and recognizes profit over the period during which services are provided. Certain changes in future cash flow estimates and risk adjustments are also recognized over the service period. Entities may choose to account for the effects of changes in discount rates in either profit or loss or other comprehensive income. The standard provides specific guidance for the measurement and presentation of insurance contracts with participation features. In addition, amendments published by the POA in December 2021 grant a transition option to address potential accounting mismatches between financial assets and insurance contract liabilities in comparative information presented upon firsttime adoption of TFRS 17.
Through an announcement by the POA, the mandatory effective date of the standard for certain entities has been deferred to annual reporting periods beginning on or after January 1, 2026.
Amendments have been made to TFRS 17 to reduce implementation costs, simplify the communication of results, and facilitate transition.
The comparative information amendment permits entities that first apply TFRS 17 and TFRS 9 at the same time to present comparative information for financial assets as if the classification and measurement requirements of TFRS 9 had been applied to those assets before.
These amendments are to be applied upon initial application of TFRS 17.
In May 2025, the POA issued TFRS 18, replacing TAS 1. TFRS 18 introduces new requirements for the presentation of the statement of profit or loss, including the provision of specific totals and subtotals. It requires entities to present all income and expenses in the statement of profit or loss under one of the following categories: operating, investing, or financing activities, including income taxes. The standard also mandates disclosure of management-defined performance measures and introduces new requirements for the aggregation and disaggregation of financial information in the primary financial statements and the notes, aligned with their defined functions. The issuance of TFRS 18 also resulted in certain amendments to other financial reporting standards such as TAS 7, TAS 8, and TAS 34. TFRS 18 and the related amendments are effective for annual reporting periods beginning on or after January 1, 2027, with early application permitted. TFRS 18 will be applied retrospectively.
The effects of this standard on the Group's financial position and performance are currently being evaluated.
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are presented in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise stated.)
The two amendments to IFRS 9 and IFRS 7, the Annual Improvements to IFRS Standards, and IFRS 19 issued by the IASB, as described below, have not yet been incorporated into or issued as part of the Turkish Financial Reporting Standards (TFRS) by the Public Oversight, Accounting and Auditing Standards Authority (POA). Therefore, they do not form part of TFRS at this stage. The Group will make the necessary changes in its financial statements and notes after these standards and amendments become effective under TFRS.
Classification and Measurement of Financial Instruments
Annual Improvements to IFRS Standards — IFRS 9 and IFRS 7 (Amendments), IFRS 19
Contracts for Electricity Generated from Natural Resources – New Subsidiaries without Public Accountability
IFRS 9 and IFRS 7 (Amendments) – Classification and Measurement of Financial Instruments
In May 2024, the IASB issued amendments to IFRS 9 and IFRS 7 regarding the classification and measurement of financial instruments. The amendments clarify that financial liabilities are derecognised on the settlement date. In addition, the amendments introduce an accounting policy choice, subject to certain conditions, to derecognise financial liabilities settled via an electronic payment system before the settlement date.The amendments also provide clarifications on how to assess the contractual cash flow characteristics of financial assets with Environmental, Social and Governance (ESG) linked or other similar contingent features, as well as on the application for non-recourse assets and contractually linked financial instruments.Furthermore, the amendments introduce additional disclosure requirements in IFRS 7 for financial assets and liabilities that include contractual terms referring to a contingent event (including ESG-linked events), and for equity instruments measured at fair value through other comprehensive income.
The Group does not expect these amendments to have a significant impact on its financial statements.
In July 2024, the IASB issued the "Annual Improvements to IFRS Standards / 11th Amendment," which includes the following changes.
Hedge accounting by an entity applying IFRS for the first time under IFRS 1: The amendment was made to eliminate potential confusion caused by inconsistencies between the wording in IFRS 1 and the hedge accounting requirements in IFRS 9.
IFRS 7 Financial Instruments: Disclosures Gains or losses on derecognition: The wording related to unobservable inputs in IFRS 7 has been revised, and a reference to IFRS 13 has been added.
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are presented in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise stated.)
IFRS 9 Financial Instruments – Derecognition of Lease Liability by the Lessee and Transaction Price: When the lease liability is extinguished by the lessee, amendments have been made to IFRS 9 to clarify that any gain or loss arising from the application of derecognition requirements should be recognized in profit or loss. Additionally, amendments have been made to IFRS 9 to remove the reference to the transaction price.
IFRS 10 Consolidated Financial Statements – Determination of "De Facto Agent": Amendments have been made to the Standard to resolve inconsistencies in the paragraphs of IFRS 10.
IAS 7 Statement of Cash Flows – Cost Method: Following previous amendments removing the term "cost method," the related expression has been deleted from the Standard.
The Group does not expect a significant impact on the financial statements.
IFRS 9 and IFRS 7 (Amendments) – Contracts for Electricity Generated from Natural Resources
The IASB issued the "Contracts for Electricity Generated from Natural Resources" amendment (related to IFRS 9 and IFRS 7) in December 2024. The amendment clarifies the application of the "own use" exemption and permits hedge accounting when such contracts are used as hedging instruments. Additionally, the amendment introduces new disclosure requirements to help investors understand the impact of these contracts on the entity's financial performance and cash flows.
The Group does not expect a significant impact on the financial statements.
In May 2024, the IASB issued IFRS 19, which provides certain entities with the option to apply reduced disclosures when applying recognition, measurement, and presentation requirements in IFRS. Unless otherwise specified, entities within the scope that choose to apply IFRS 19 will not be required to comply with the disclosure requirements in other IFRSs. An entity that is a subsidiary without public accountability and that has a parent (intermediate or ultimate) preparing consolidated financial statements compliant with IFRSs publicly available may elect to apply IFRS 19.
The Group does not expect a significant impact on the financial statements.
If the effect of a change in an accounting estimate is related to only one period, in the current period in which the change is made; If it relates to future periods, it is reflected in the financial statements in a way that will be taken into account both in the period in which the change is made and in the future period, in determining the net profit or loss for the future period. The correction amount of an error is taken into account retroactively. An error is corrected by restating comparative amounts for previous periods in which it occurs or, if it occurs before the next reporting period, by restating the retained earnings account for that period. If rearranging the information causes an excessive cost, comparative information from previous periods is not rearranged, and the retained earnings account of the next period is rearranged with the cumulative effect of the error before the start of the period in question.
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are presented in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise stated.)
Income is recorded on an accrual basis based on the fair value of the consideration received or receivable from the sales of goods and services. Net sales are the invoice price of delivered goods and services performed, excluding sales discounts and returns. If there is a significant financing element in the sales, the fair value is determined by discounting future collections with the interest rate included in the financing element. The difference is recorded as financial income in the relevant periods on an accrual basis.
The Group's sales of goods include the production, import, and domestic and international sales of all kinds of chemical fertilizers and acids. Income from the sale of these goods is recognized when the following conditions are met:
Interest income is accrued in the relevant period based on the effective interest method, which brings the remaining principal balance and the estimated cash inflows to be obtained from the relevant financial asset over its expected life to the net book value of the relevant asset.
Dividend income from stock investments is reflected in the consolidated financial statements when the shareholders' right to receive dividends is established.
Inventories are valued at the lower of net realizable value or cost. The cost is calculated using the weighted average cost method. The elements that make up the cost included in inventories are materials, direct labor and general production expenses. Credit costs are not included in inventory costs. Net realizable value is the amount obtained by deducting the cost of completion and sales costs necessary to make the sale from the estimated sales price in ordinary commercial activity. Inventories include raw materials and materials, semi-finished products, operating materials, commercial goods and other stocks.
Tangible assets (Lands and buildings are valued at their fair values reflecting the market conditions as of the reporting date) are shown over the amount after the accumulated depreciation and accumulated impairments are deducted from the cost values, excluding the lands and buildings. Lands and lands are not depreciated and are shown over the amount after deducting accumulated impairments from cost values.
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are presented in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise stated.)
Cost value of the tangible asset; It consists of the purchase price, import taxes and non-refundable taxes, and the expenses incurred to make the tangible asset ready for use. Expenses such as repairs and maintenance that occur after the use of the tangible asset begins are recorded as expenses in the period in which they are incurred. If the expenses made provide an economic value increase to the relevant tangible asset in its future use, these expenses are added to the cost of the asset. Tangible assets are capitalized and depreciated when their capacities are ready for full use. Assets subject to depreciation are depreciated on a pro rata basis according to the straight-line depreciation method, with rates based on their estimated economic lives.
Land and buildings are expressed at their revalued amounts. The revalued amount is determined by deducting the accumulated depreciation and accumulated impairment in subsequent periods from the fair value determined on the revaluation date. Revaluations are made at regular intervals so that the fair value determined at the balance sheet date does not differ significantly from the book value.
The increase resulting from the revaluation of the land and buildings in question is included in the revaluation measurement gains calculation in equity. The increase in value resulting from revaluation is first recorded in the statement of profit or loss in proportion to the impairment in question, in case there is an impairment in the value of tangible fixed assets previously shown in the statement of profit or loss. If it exceeds the balance in the revaluation account regarding the revaluation of the land and buildings in question, it is recorded in the profit or loss statement.
The depreciation periods (economic life) and depreciation rates applied for existing fixed assets are below.
| Economic | |
|---|---|
| Life | |
| Land improvements | 5-50 Year |
| Buildings | 5-50 Year |
| Plant, machinery, and equipment | 4-40 Year |
| Vehicles | 5 Year |
| Fixtures | 5-20 Year |
| Other tangible assets | 3-15 Year |
The economic life and depreciation method are reviewed regularly, and accordingly, it is checked whether the method and depreciation period are in line with the economic benefits to be obtained from the relevant asset.
Intangible assets consisting of software rights are recorded at their acquisition cost. Software rights are amortized on a pro rata basis using the straight-line depreciation method, over 3 to 5 years, based on their adjusted cost.
The values of intangible assets are reviewed and the necessary provision is made if changes in conditions and events indicate that the carrying value may decrease.
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are presented in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise stated.)
Expenditures related to the preparation of mine sites (including geophysical, topographical, geological and similar types of expenses) are recorded as expenses in the period in which they are incurred, unless there is an opinion that they will contribute to economically sustainable capital formation in the future. In this case, once a mine reaches commercial production capacity, the expenses in question are capitalized and amortized over the useful life of the mine (total reserve amount). Research and preparation expenses recorded as expenses before the development and construction phase of a mine, including the detection of a commercial mineral reserve as a result of these phases, are not capitalized subsequently. The expected useful life, residual value and amortization method are reviewed annually for the possible effects of changes in estimates, and if there is a change in estimates, it is accounted for prospectively. Mine preparation expenses; It consists of mine preparation and development expenses, mine exploration expenses, research and development expenses and other special assets subject to depletion.
Land and buildings held for rental or for capital appreciation, or both, rather than for use in the production of goods and services or for administrative purposes or for sale in the ordinary course of business, are classified as investment property.
Investment property is recognized as an asset if and only if the following conditions are:
The initial cost of a leased property that is classified as investment property is the lower of the fair value of the property and the present value of the minimum lease payments. Real estates classified as investment in subsequent periods are accounted for using the fair value or cost methods within the scope of the relevant TAS.
In this framework, the Group measures its investment classified as investment property using the fair method in accordance with the conditions specified in the relevant TAS, and the gain or loss arising from the change in the fair value of the investment property is recognized in the profit or loss statement in the period it occurs (Note 13).
For assets subject to amortization, if situations or events occur where it is not possible to recover the book value, an impairment test is applied. If the book value of the asset exceeds its recoverable amount, an impairment loss provision is recorded. The recoverable amount is the greater of fair value less costs to sell or value in use. To assess impairment, assets are grouped at the lowest level at which they have separate identifiable cash flows (cash-generating units). Nonfinancial assets are reviewed for possible indicators of impairment at each reporting date.
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are presented in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise stated.)
All government grants, including non-monetary government grants that are monitored at fair value, are recognized in the financial statements when there is a reasonable assurance that the conditions required for their acquisition will be met by the Group and that the incentive can be obtained by the Group, or when the incentive is obtained by the Group. Government incentives are accounted for by netting off the costs of the capitalizable intangible assets that are intended to be covered by these incentives.
Borrowing costs that are directly attributable to the acquisition, construction or production of assets that require a significant period of time to become ready for their intended use or sale are capitalized as part of the cost of the relevant assets. Other borrowing costs are written off as expenses in the periods in which they are incurred. Borrowing costs include interest and other costs incurred in connection with borrowing.
Provisions are recorded only if the Group has a past obligation that is still ongoing, if there is a possibility of disposing of resources that provide economic benefit to the entity due to this obligation, and if the amount of the obligation can be determined reliably.
When the depreciation of money over time becomes significant, provisions are reflected with the discounted value of possible future expenses at the balance sheet date. Provisions are reviewed at each balance sheet date and necessary adjustments are made to reflect management's best estimates (Footnote 25).
Contingent liabilities are not reflected in the financial statements but are disclosed in the footnotes unless the situation requiring the transfer of resources is highly probable. Contingent assets are not reflected in the financial statements but are disclosed in footnotes if they are likely to generate economic returns (Note 25).
Business combinations are considered as the combination of two separate legal entities or businesses into a single reporting entity.
The difference between the acquisition cost incurred in purchasing a business and the fair value of the identifiable assets, liabilities and contingent liabilities of the acquired business is recognized as goodwill in the consolidated financial statements.
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are presented in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise stated.)
The cash-generating unit to which goodwill is allocated is subjected to impairment testing every year. If there are signs that the unit is impaired, the impairment test is performed more frequently. If the recoverable amount of the cashgenerating unit is less than its book value, the impairment provision is first set aside from the goodwill allocated to the unit, and then the book value of the assets within the unit is reduced. The impairment provision for goodwill is recognized directly in profit/loss in the consolidated income statement. The goodwill impairment provision is not canceled in subsequent periods. If the acquirer's share in the fair value of the acquired identifiable assets, liabilities and contingent liabilities exceeds the cost of the business combination, the difference is associated with the consolidated income statement. During the sale of the relevant cash-generating unit, the amount determined for goodwill is included in the calculation of profit/loss in the sale transaction.
The Group has applied accounting policy changes resulting from the new standard, amendments and interpretations effective as of January 1, 2019 and the first application of the "IFRS 16 Leases" standard, in accordance with the transitional provisions of the relevant standard.
If a contract regulates the right to control the use of the asset defined in the contract for a specified period of time and for a certain price, it is considered to be a lease or to include a lease. At the beginning of a contract, the Group evaluates whether the contract is a lease or not. The Group considers the following conditions when evaluating whether a contract delegates its right to control the use of a defined asset for a specified period of time:
If the agreement meets these conditions, the Group reflects a right of use and a lease obligation in the financial statements at the date when the lease actually begins.
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are presented in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise stated.)
The right to use asset is first accounted for using the cost method and includes:
While applying the cost method, the Group has the right to use:
At the commencement date of the lease, the Group recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. Lease payments, if the implicit interest rate in the lease can be easily determined, using this rate; If the implied interest rate cannot be determined easily, the lessee is discounted using the alternative borrowing interest rate.
The lease payments included in the measurement of the lease obligation of the Group and not realized on the date when the lease started consists of:
After the actual commencement date of the lease, the Group measures the lease liability as follows:
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are presented in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise stated.)
Extension and early termination options
The lease obligation is determined by considering the extension and early termination options in the contracts. Most of the extension and early termination options in the contracts consist of options that can be applied jointly by the Group and the lessor. However, if these extension and early termination options are at the discretion of the Group according to the contract and the usage of the options is reasonably certain, the rental period is determined by taking this into consideration. If the conditions change significantly, the assessment is reviewed by the Group.
Short term lease contracts with a lease period of 12 months or less and contracts for leases that are determined to be of low value by the Group have been evaluated within the scope of the exemption recognized by IFRS 16 Leases, and payments related to these agreements continue to be recognized as expense in the period they occur.
Tax expense or income is the sum of current and deferred taxes calculated in relation to gains or losses arising during the period. In calculating current and deferred taxes, tax rates valid as of the balance sheet date are used in accordance with the tax legislation in force in the country in which the Group operates.
Deferred tax assets and liabilities are recorded using substantially enacted tax rates for the effect of temporary differences between book and tax bases of assets and liabilities. The subsidiaries of the Group have deferred tax assets resulting from tax loss carry-forwards and deductible temporary differences, all of which could reduce taxable income in the future. Deferred tax assets and liability are not recognized in which case arising from initial recognition of goodwill or an asset/liability (except business combinations) which, at the time of the transaction, does not affect either the accounting or the taxable profit.
Provided that they are subject to the tax legislation of the same country and there is a legally enforceable right to offset current tax assets from current tax liabilities, deferred tax assets and liabilities are mutually offset from each other. If deferred tax is related to transactions directly associated with equity capital in the same or a different period, it is directly associated with the equity account group.
The Group recognizes deferred tax assets for deductible temporary differences only in the following cases and only if both situations are probable:
a) Temporary differences will reverse within the foreseeable future; And
b) There will be sufficient taxable income to use the temporary differences.
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are presented in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise stated.)
The Group accounts for its financial assets in three classes: financial assets recognized at amortized cost, financial assets at fair value reflected in profit or loss, and financial assets at fair value reflected in the other comprehensive income statement. Classification is made based on the business model and expected cash flows determined according to the purposes of utilizing financial assets. Management classifies financial assets on the date they are purchased.
Financial assets where the management has adopted the business model of collecting contractual cash flows and the contractual terms include only principal and interest payments arising from the principal balance on certain dates, have fixed or determinate payments, are not traded in an active market and are not derivative instruments are classified as assets recognized at amortized cost. . If their maturity is less than 12 months from the balance sheet date, they are classified as current assets, and if their maturity is longer than 12 months, they are classified as non-current assets. Assets recognized at amortized cost include "trade receivables" and "cash and cash equivalents" items in the statement of financial position.
Assets for which management adopts a business model of collecting contractual cash flows and/or selling are classified as assets recognized at fair value. If the management does not intend to dispose of the relevant assets within 12 months from the balance sheet date, the assets in question are classified as non-current assets. For investments in equity-based financial assets, the Group makes a permanent selection during initial recognition as an equity investment with the fair value difference of the investment reflected in other comprehensive income or in the statement of profit or loss.
Cash and cash equivalents include cash held in cash, bank deposits and short-term, highly liquid investments that can be easily converted into cash, have an insignificant risk of change in value, and have a maturity of less than three months (Note 53). Turkish Lira deposits are shown at their cost values, and foreign currency deposit accounts are shown at their values converted to Turkish Lira using the foreign exchange buying rate of the Central Bank of the Republic of Turkey on the balance sheet date. Time deposit accounts also include accrued interest as of the balance sheet date. The Group calculates impairment using the expected credit loss model in cases where cash and cash equivalents are not impaired for a specific reason. In the calculation of expected credit loss, the Group's future estimates are taken into account along with past credit loss experiences.
Trade payables refer to payments that must be made for goods and services provided from suppliers in normal activities. Trade payables are initially measured at fair value and subsequently at amortized cost calculated using the effective interest method (Note 7).
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are presented in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise stated.)
Recognition and write off of financial assets
All purchases and sales of financial assets are recorded on the transaction date, that is, the date on which the Group undertakes to buy or sell the asset. These purchases and sales are generally purchases and sales that require the delivery of financial assets within the time period determined by the general practices and regulations in the market.
A financial asset (or part of a financial asset or group of similar financial assets);
• If the period for the right to obtain cash flow from the asset has expired,
• Although the Group has the right to obtain cash flow from the asset, it is obliged to pay it in full without delay within the scope of an agreement that has the obligation to transfer it directly to third parties,
• It is derecognized if the Group has transferred the right to receive cash flows from the financial asset and (a) all risks or rewards associated with the asset have been transferred, or (b) it has transferred all control over the asset, although not all rights or rewards have been transferred.
If the Group transfers the right to receive cash flow from the asset, but does not transfer all risks or benefits or does not transfer control over it, the asset is carried in the financial statements depending on the Group's ongoing relationship with the asset.
Financial liabilities are removed from the records when the debts arising from these liabilities are eliminated, canceled or expired.
Financial assets and liabilities are offset, and the net amount is reported in the balance sheet when there is a legally enforceable right to set-off the recognized amounts and there is an intention to settle on a basis or realize the asset and settle the liability simultaneously.
Foreign currency transactions are accounted for at the exchange rate current at the transaction date. Asset and liability accounts recorded in foreign currencies are subject to revaluation based on the exchange rates at the end of the period. Exchange differences arising from revaluation are shown under financial income and expenses in the income statement.
The exchange rates valid at the balance sheet date are as follows;
| 30.06.2025 | 31.12.2024 | |
|---|---|---|
| USD/ TRY | 39,7424 | 35,2233 |
| EUR / TRY | 46,5526 | 36,7429 |
| GBP / TRY | 54,5078 | 44,2458 |
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are presented in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise stated.)
A related party is a person or entity that is related to the entity that prepares its financial statements (the 'reporting entity') (Note 6).
A person or a close member of that person's family is considered to be related to the reporting entity if any of the following conditions apply:
If that person:
An entity is considered related to a reporting entity if any of the following conditions are present:
The Group is obliged to pay a certain amount of severance pay to employees who leave their jobs due to retirement or whose employment is terminated for reasons other than resignation or misconduct, in accordance with the labor law in Turkey, provided that they have served for at least one year.
The Group has calculated the severance pay provision included in the financial statements using the "Projection Method", taking into account its past experience regarding employees' completion of service periods and entitlement to severance pay. The provision has been discounted using the government bond yield rate as of the balance sheet date. All actuarial gains and losses have been recognized in the consolidated other comprehensive income statement.
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are presented in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise stated.)
Events after the balance sheet date that provide additional information about the Group's position at the balance sheet date (events requiring adjustment) are reflected in the accompanying financial statements. Events that do not require correction are explained in footnotes if they are of particular importance.
Earnings per share stated in the statement of comprehensive income are calculated by dividing the net profit by the weighted average number of shares outstanding during the reporting period.
In Turkey, Groups can increase their capital by distributing "bonus shares" to their existing shareholders from their previous year's earnings. Such "bonus share" distributions are treated as issued shares in earnings per share calculations. Accordingly, the weighted average number of shares used in these calculations is determined by taking into account the retrospective effects of the share distributions in question.
In the cash flow statement, cash flows for the period are classified and reported based on operating, investment and financing activities. Cash flows arising from operating activities represent the cash flows arising from the Group's dried tomato and other food sales activities. Cash flows related to investing activities show the cash flows used and obtained in the Group's investment activities (tangible and intangible investments and financial investments). Cash flows related to financing activities show the resources used by the Group in financing activities and the repayments of these resources.
Liquid assets are cash, demand deposits and other short-term investments with high liquidity that have maturities of 3 months or less from the date of purchase, can be converted into cash immediately and do not carry the risk of significant value change.
In the preparation of financial statements, the Group management is required to make evaluations, assumptions and estimates that will affect the reported asset and liability amounts, determine the liabilities and commitments that are likely to occur as of the balance sheet date and the income and expense amounts as of the reporting period. Actual results may differ from predictions. Estimates are reviewed regularly, necessary adjustments are made and reflected in the statement of comprehensive income in the period in which they are realized. Significant assumptions made, taking into account the main sources of estimates that exist at the balance sheet date or may occur in the future, which may have a significant impact on the amounts reflected in the financial statements, are as follows:
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are presented in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise stated.)
None. (December 31, 2024: None.)
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are presented in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise stated.)
The details of the Group's long-term financial investments are as follows:
| 30.06.2025 | 31.12.2024 | |||
|---|---|---|---|---|
| Share ratio | Share amount |
Share ratio | Share amount | |
| Badetaş Bandırma Deniz Taş. A.Ş. | 47% | 78.469.744 | 47% | 78.469.744 |
| Bagasan Bagfaş Ambalaj San. A.Ş. | 3% | 18.319.756 | 3% | 18.319.756 |
| Bagfaş Servis Pazarlama Ltd. Şti. (1) |
-- | -- | 55% | 6.671.254 |
| Bagfaş Teknik Müt. Ltd. Şti. | 40% | 345.756 | 40% | 358.800 |
| Book value | 97.135.256 | 103.819.554 | ||
| Badetaş Bandırma Deniz Taş. A.Ş. | (77.070.489) | (78.469.744) | ||
| Bagasan Bagfaş Ambalaj San. A.Ş. | (18.319.756) | (18.319.756) | ||
| Impairment | (95.390.245) | (96.789.500) | ||
| Total | 1.745.011 | 7.030.054 |
1) Bagfas Servis Pazarlama Ltd. Şti. has been included in the scope of consolidation as of January 1, 2025
With the decision of the board of directors dated 8 December 2023, the company has participated as a 100% (one hundred percent) founding and legal owner of the company titled BFertilizer International Trading FZCO, which will be established in the Dubai Silicon Oasis Free Zone for its foreign business development target, Fertilizer, Acid trade and all kinds of import-export transactions. It was decided unanimously.
None. (December 31, 2024: None.)
The details of the Group's short-term trade receivables from related parties are as follows:
| 30.06.2025 | 31.12.2024 | |
|---|---|---|
| Bagfaş Teknik Müteahhitlik Ltd. Şti. | 432.838 | -- |
| Ege Gübre Sanayi A.Ş. | 383.890 | 418.095 |
| Receivables rediscount (-) |
-- | (21.462) |
| Total | 816.728 | 396.633 |
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are presented in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise stated.)
The details of the Group's trade payables to related parties are as follows:
| 30.06.2025 | 31.12.2024 | |
|---|---|---|
| Bagfaş Teknik Müteahhitlik Ltd. Şti. | 8.052.668 | 9.856.508 |
| Badetaş Sigorta Aracılık Hizmetleri Ltd. Şti. | 2.048.827 | 433.487 |
| Bagfaş Servis Pazarlama Ltd. Şti. | -- | 11.741.305 |
| Rediscounted trade payables (-) | (1.226.498) | (687.746) |
| Total | 8.874.997 | 21.343.554 |
Details of the Group's short-term other receivables from related parties are as follows:
| 30.06.2025 | 31.12.2024 | |
|---|---|---|
| Marmara Gübre San. ve Tic. A.Ş. | 13.080.065 | -- |
| Total | 13.080.065 | -- |
The details of the Group's purchases from related parties are as follows:
| 30.06.2025 | Good and service | Total |
|---|---|---|
| Bagfaş Teknik Müt. Ltd. Şti. | 32.932.375 | 32.932.375 |
| Badetaş Sigorta Aracılık Hizmetleri Ltd. Şti. | 5.452.330 | 5.452.330 |
| Total | 38.384.705 | 38.384.705 |
| 30.06.2024 | Good and service | Total |
| Bagfaş Servis Pazarlama Ltd. Şti. | 33.119.762 | 33.119.762 |
| Bagfaş Teknik Müt. Ltd. Şti. Badetaş Sigorta Aracılık Hizmetleri Ltd. Şti. |
28.703.986 2.264.838 |
28.703.986 2.264.838 |
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are presented in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise stated.)
The details of the Group's sales to related parties are as follows:
| 30.06.2025 | Goods and Services | Total |
|---|---|---|
| Bagfaş Teknik Müt. Ltd. Şti. | 22.987 | 22.987 |
| Total | 22.987 | 22.987 |
| 30.06.2024 | Goods and Services | Total |
| Bagfaş Servis Pazarlama Ltd. Şti. Bagfaş Teknik Müt. Ltd. Şti. |
20.564 20.564 |
20.564 20.564 |
The details of the Company's key management compensation and benefits are as follows:
| 30.06.2025 | 30.06.2024 | |
|---|---|---|
| Fees and other benefits | 7.973.361 | 8.598.430 |
| Total | 7.973.361 | 8.598.430 |
The details of the Company's short-term trade receivables are as follows:
| 30.06.2025 | 31.12.2024 | |
|---|---|---|
| Trade receivables | 435.867.536 | 25.300.709 |
| Receivables from related parties (Note 6) |
816.728 | 396.633 |
| Doubtful trade receivables | 1.144.651 | 831.221 |
| Provisions for doubtful trade receivables (-) | (1.144.651) | (831.221) |
| Receivables rediscount (-) |
(2.901) | (1.311) |
| Total | 436.681.363 | 25.696.031 |
The maturity of the Group's trade receivables is less than 3 mount (31 December 2024: less than 3 mount). The guarantee amounts received by the Group from its customers against its trade receivables are included in Note 25.
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are presented in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise stated.)
The movements of the provision for doubtful receivables are as follows:
| 30.06.2025 | 31.12.2024 | |
|---|---|---|
| Opening balance The provision in the current period Inflation effect |
(831.221) (432.220) 118.790 |
(1.198.958) (796) 368.533 |
| Ending balance | (1.144.651) | (831.221) |
The details of the Company's trade payables are as follows:
| 30.06.2025 | 31.12.2024 | |
|---|---|---|
| Trade payables | 291.889.936 | 148.907.122 |
| Payables to related parties (Note 6) |
8.874.997 | 21.343.554 |
| Notes payable | 303.387 | 353.972 |
| Rediscounted trade payables (-) | (7.999.041) | (2.192.761) |
| Total | 293.069.279 | 168.411.888 |
The maturity of the Group's commercial payables is less than 3 months. (December 31, 2023: It is less than 3 months.)
None. (December 31, 2024: None).
The details of the Company's short-term other receivables are as follows:
| 30.06.2025 | 31.12.2024 | |
|---|---|---|
| Receivables from Tax Authority (1) |
70.540.460 | 79.832.551 |
| Other Receivables from Related Parties (Note 6) | 13.080.065 | -- |
| Receivables from Employees | 3.945.750 | 1.019.787 |
| Deposits and Guarantees Given | 340.972 | 397.825 |
| Other Miscellaneous Receivables | 845.632 | 1.288.032 |
| Total | 88.752.879 | 82.538.196 |
|---|---|---|
1) An amount of TRY 67,570,998 relates to the refund of additional tax previously paid, which is currently subject to an ongoing lawsuit. The case has not yet been concluded. (December 31, 2024: The related amount was TRY 78.837.739.)
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are presented in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise stated.)
The details of the Company's long-term other receivables are as follows:
| 30.06.2025 | 31.12.2024 | |
|---|---|---|
| Deposits and guarantees given | 60.897 | 71.051 |
| Total | 60.897 | 71.051 |
| • Short-Term Other Payables |
||
| The details of the Company's other short-term payables are as follows: | ||
| 30.06.2025 | 31.12.2024 | |
| Deposits and guarantees received | 15.614.071 | 13.190.116 |
| Taxes and funds payable | 4.408.890 | 3.981.134 |
| Other Debts (1) |
10.594.873 | 16.923.745 |
| Total | 30.617.834 | 34.094.995 |
| 1) The related amount consists of cash guarantees received against liabilities. | ||
| Long-Term Other Payables • |
||
| The details of other long-term payables are as follows: | ||
| 30.06.2025 | 31.12.2024 | |
| Deposits and guarantees received | 243.096 | 283.630 |
| Total | 243.096 | 283.630 |
| NOTE 10 – INVENTORIES |
||
| The details of inventories are as follows: | ||
| 30.06.2025 | 31.12.2024 | |
| Semi-finished products | 510.614.686 | 351.391.409 |
| Finished goods | 15.997.087 | 164.833.801 |
| Raw materials and supplies | 25.475.636 | 492.672.181 |
| Other inventories | 145.257.805 | 107.292.092 |
| Allowance for Inventory Value Decline (-) (1) |
(16.485.000) | (19.233.697) |
| Toplam | 680.860.214 | 1.096.955.786 |
| 1) The related amount consists of the impairment of Can Gübre stocks designated for scrap. |
There is an insurance coverage of USD 15.000.000 on the stocks. (December 31, 2024: There is an insurance coverage of USD 17.701.090 on the stocks.)
None. (December 31, 2024: None).
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are presented in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise stated.)
The details of the Company's short-term prepaid expenses are as follows:
| 30.06.2025 | 31.12.2024 | |
|---|---|---|
| Advances given (1) | 300.722.342 | 260.272.640 |
| Expences related to following months (2) | 71.203.028 | 52.242.012 |
| Business advances given | 16.297.661 | 18.212.530 |
| Employee Advances | 632.179 | -- |
| Total | 388.855.210 | 330.727.182 |
1) The advances given consist of domestic order advances, which are given for stock purchases.
2) The related amount consists of easement rights, insurance expenses, and other miscellaneous expenses.
The details of the Group's long-term prepaid expenses are as follows:
| 30.06.2025 | 31.12.2024 | |
|---|---|---|
| Prepaid expenses for future years (1) |
28.281.898 | -- |
| Total | 28.281.898 | -- |
1) The related amount consists of loan commission expenses.
The details of the Company's short-term deferred income are as follows:
| 30.06.2025 | 31.12.2024 | |
|---|---|---|
| Advances received (1) | 469.378.777 | 312.348.696 |
| Total | 469.378.777 | 312.348.696 |
| 1) The related amount consists of the prepayments made by the Company as advance payments prior to delivery. |
None. (December 31, 2024: None).
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are presented in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise stated.)
The tangible assets movements of the company are as follows:
| 1.01.2024 | Addition | Outputs | 31.12.2024 | Addition | Outputs | Consolidation Effect | 30.06.2025 | |
|---|---|---|---|---|---|---|---|---|
| Lands | 207.852.362 | -- | -- | 207.852.362 | -- | -- | -- | 207.852.362 |
| Buildings | 1.862.715.265 | -- | -- | 1.862.715.265 | 2.925.955 | -- | -- | 1.865.641.220 |
| Machinery, plant and equipment | 16.817.291.216 | 452.545.700 | -- | 17.269.836.916 | 23.861.034 | -- | -- | 17.293.697.950 |
| Vehicles | 248.576.193 | 4.724.750 | -- | 253.300.943 | 2.727.448 | -- | 18.801.538 | 274.829.929 |
| Furniture and fixture | 197.079.495 | 1.353.647 | -- | 198.433.141 | 2.938.953 | (10.096) | 117.882 | 201.451.201 |
| Land improvements | 566.769.943 | -- | -- | 566.769.942 | -- | -- | -- | 566.769.942 |
| Constructionin-Progress | 916.696.284 | 93.008.666 | -- | 1.009.704.950 | 48.461.020 | -- | -- | 1.058.165.970 |
| Other tangible assets | 54.800.571 | -- | -- | 54.800.571 | -- | -- | -- | 54.800.571 |
| 20.871.781.330 | 551.632.763 | -- | 21.423.414.090 | 80.914.410 | (10.096) | 18.919.420 | 21.523.209.145 | |
| Buildings | (1.019.709.499) | (39.470.717) | -- | (1.059.180.216) | (18.036.257) | -- | -- | (1.077.216.473) |
| Machinery, plant and equipment | (10.240.511.295) | (751.623.186) | -- | (10.992.134.481) | (379.601.826) | -- | -- | (11.371.736.307) |
| Vehicles | (208.922.328) | (13.774.411) | -- | (222.696.739) | (6.898.383) | -- | (18.801.538) | (248.396.660) |
| Furniture and fixture | (170.117.562) | (6.785.432) | -- | (176.902.994) | (3.096.917) | 10.096 | (117.882) | (180.079.021) |
| Land improvements | (445.811.516) | (9.204.410) | -- | (455.015.926) | (4.373.977) | -- | -- | (459.389.903) |
| Other tangible assets | (52.830.124) | (329.814) | -- | (53.159.938) | (110.899) | -- | -- | (53.270.837) |
| Accumulated Depreciation (-) | (12.137.902.324) | (821.187.969) | -- | (12.959.090.293) | (412.118.259) | 10.096 | (18.919.420) | (13.390.089.201) |
| Net book value | 8.733.879.007 | 8.464.323.797 | 8.133.119.944 |
As of June 30, 2025, the total insurance coverage amount of property, plant and equipment is USD 268,537,000 and TRY 130.499.438. (December 31, 2024: USD 313.312.673 and TRY 7.783.282.)
The distribution of the Group's depreciation expenses is stated in Note 29.
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are presented in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise stated.)
None. (December 31, 2024: None).
None. (December 31, 2024: None).
Movements in the Group's intangible assets and accumulated amortization are as follows:
| 1.01.2024 | Addition | Outputs | 31.12.2024 | Addition | Outputs | 30.06.2025 | |
|---|---|---|---|---|---|---|---|
| Cost | |||||||
| Rights | 14.876.797 | -- | -- | 14.876.797 | -- | -- | 14.876.797 |
| Total | 14.876.797 | -- | -- | 14.876.797 | -- | -- | 14.876.797 |
| Accumulated Depreciation (-) | |||||||
| Rights | (11.786.448) | (474.085) | -- | (12.260.533) | (224.107) | -- | (12.484.640) |
| Total | (11.786.448) | (474.085) | -- | (12.260.533) | (224.107) | -- | (12.484.640) |
| Net book value | 3.090.348 | 2.616.264 | 2.392.156 |
None. (December 31, 2024: None).
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are stated in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise indicated.)
None. (December 31, 2024: None).
Movements of right-of-use assets over the periods are as follows;
| 1.01.2024 | Addition | Outputs | 31.12.2024 | Addition | Outputs | 30.06.2025 | |
|---|---|---|---|---|---|---|---|
| Lands | 480.060.756 | -- | -- | 480.060.756 | -- | -- | 480.060.756 |
| Total | 480.060.756 | -- | -- | 480.060.756 | -- | -- | 480.060.756 |
| Lands | (59.548.111) | (13.853.067) | -- | (73.401.178) | (6.926.533) | -- | (80.327.711) |
| Accumulated Depreciation (-) | (59.548.111) | (13.853.067) | -- | (73.401.178) | (6.926.533) | -- | (80.327.711) |
| Net book value | 420.512.645 | 406.659.578 | 399.733.045 |
None. (December 31, 2024: None).
The details of the impairment of doubtful assets are as follows:
| 30.06.2025 | 31.12.2024 | |
|---|---|---|
| Provision for doubtful trade receivables (Note 7) Inventory Impairment (Note 10) |
(1.144.651) (16.485.000) |
(881.150) (19.233.697) |
| Total | (17.629.651) | (20.114.848) |
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are stated in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise indicated.)
The company shall provide monthly premium and service documents in accordance with Law No. 5510 within the legal period, due to the fact that SSI does not have any premium, administrative fine, delay penalty and no delayed payment, 5 percent of the employer's share is covered by the Treasury.
Regarding SSK incentives, the minimum wage incentive no. 6661 and the incentive arising from the law no. 7252 (incentive for re-employment of employees on short-time working allowance) are benefited from.
| 30.06.2025 | ||||
|---|---|---|---|---|
| Nature of the investment | Total Amount | Incentive Certificate Date | Incentive Certificate No | |
| S.Asit-F.Asit Modernizasyonu DAP/NPK/AS Gübre Modernizasyonu Can Yatırım Teşvik S.Asit-F.Asit Modernizasyonu |
115.181.771 33.150.958 1.717.772.516 56.195.955 |
08.06.2018 26.02.2021 31.07.2012 13.04.2016 |
C 137818 520688 107787 108580 |
|
| Starting date | End date | Expenditure in the Current Period |
Incentives Benefited from | Degree of completion (%) |
| 30.05.2018 28.01.2021 07.06.2018 |
31.11.2024 28.01.2024 07.06.2021 |
-- -- -- |
%100 Customs Exemption VAT Exemption Interest Support %100 Customs Exemption VAT Exemption Interest Support %100 Customs Exemption VAT Exemption Interest Support |
92,50% 72,00% 86,23% |
| 31.12.2024 | ||||
|---|---|---|---|---|
| Nature of the investment | Total Amount | Incentive Certificate Date | Incentive Certificate No | |
| S.Asit-F.Asit Modernizasyonu DAP/NPK/AS Gübre Modernizasyonu Can Yatırım Teşvik S.Asit-F.Asit Modernizasyonu |
115.181.771 33.150.958 1.717.772.516 56.195.955 |
08.06.2018 26.02.2021 31.07.2012 13.04.2016 |
C 137818 520688 107787 108580 |
|
| Starting date | End date | Expenditure in the Current Period |
Incentives Benefited from | Degree of completion (%) |
| 30.05.2018 28.01.2021 07.06.2018 |
31.11.2024 28.01.2024 07.06.2021 |
-- -- -- |
%100 Customs Exemption VAT Exemption Interest Support %100 Customs Exemption VAT Exemption Interest Support %100 Customs Exemption VAT Exemption Interest Support |
92,50% 72,00% 86,23% |
The Group has initiated the extension process for expired incentives.
For the period ended at 30 June 2025 there is no borrowing cost added to the cost of assets directly related to the assets. (December 31, 2024: None.) Borrowing costs are included in the statement of profit or loss.
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are stated in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise indicated.)
The details of the Company's short-term provisions are as follows:
| 30.06.2025 | 31.12.2024 | |
|---|---|---|
| Provision for unused leave | 8.740.013 | 3.790.811 |
| Total short-term provisions for benefits provided to employees | 8.740.013 | 3.790.811 |
| Provision for lawsuit | 3.476.088 | 3.065.129 |
| Total other short-term provisions | 3.476.088 | 3.065.129 |
| Total short-term provisions | 12.216.101 | 6.855.940 |
The unused leave liability amount is calculated by multiplying the remaining leave days by the daily wage. Current period provision expenses are shown in the financial statements as other expenses from main activities, and provision expenses that are no longer included in the other income from main activities accounts.
There are 41 lawsuits filed against the Group domestically and a provision TRY 3.476.088 of has been allocated for these (31 December 2024: 63 lawsuits, TRY 3.065.129).
The details of long-term provisions are as follows:
| 30.06.2025 | 31.12.2024 | |
|---|---|---|
| Provision for severance payment | 24.704.277 | 14.015.177 |
| Long-term provisions for total employee benefits | 24.704.277 | 14.015.177 |
| Total long-term provisions | 24.704.277 | 14.015.177 |
According to the Turkish Labor Law, the company is obliged to pay severance pay to each employee who completes at least one year of service and retires after 25 years of working life (58 for women, 60 for men), whose employment relationship is terminated, who is called up for military service, or who dies. Severance pay to be paid as of 30 June2025 is subject to a monthly ceiling of TRY 46.655 (31 December 2024: TRY 41.828).
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are stated in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise indicated.)
Severance pay liability is not legally subject to any funding. The provision for severance pay is calculated by estimating the present value of the future probable obligation of the Company arising from the retirement of the employees. TAS 19 Employee Benefits requires the Company's obligations to be developed using actuarial valuation methods within the scope of defined benefit plans. Accordingly, the actuarial assumptions used in the calculation of total liabilities are as follows:
| 30.06.2025 | 31.12.2024 | |
|---|---|---|
| Interest rate | 28,84% | 28,84% |
| Inflation rate | 25,77% | 25,77% |
| Real discount rates | 2,44% | 2,44% |
The main assumption is that the maximum liability amount for each year of service will increase in line with inflation. Therefore, the discount rate applied represents the expected real rate after adjusting for the effects of future inflation. Therefore, as of June 30, 2025, provisions in the attached financial statements are calculated by estimating the present value of the possible future liability arising from the retirement of employees.
The movement in provision for severance payment is as follows:
| 30.06.2025 | 31.12.2024 | |
|---|---|---|
| Opening balance | 14.015.177 | 10.562.600 |
| Service costs | 9.893.401 | 15.544.769 |
| Interest cost | 145.402 | 184.940 |
| Actuarial difference | (2.563.583) | (9.101.024) |
| In-term payments | -- | 70.597 |
| Inflation difference | 3.213.880 | (3.246.705) |
| Ending balance | 24.704.277 | 14.015.177 |
Information on the Company's given collateral position is as follows;
| 30.06.2025 | 31.12.2024 | |
|---|---|---|
| A. Total amount of GMP that Issued on behalf of the legal entity B. Total Amount of GSM given for partnerships which are included in full |
253.687.745 | 2.824.736.489 |
| consolidation | -- | -- |
| C. Total Amount of GSM given for the purpose of guaranteeing third party | ||
| loans to carry the regular trade activities | -- | -- |
| D. Total Amount of another GSM given | -- | -- |
| Total | 253.687.745 | 2.824.736.489 |
| Ratio of other CPMs to the Group's equity | 0,00% | 0,00% |
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are stated in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise indicated.)
The movement in guarantees and mortgage given is as follows:
| 30.06.2025 | 31.12.2024 | |||||
|---|---|---|---|---|---|---|
| Amount | Exchange Rate | TRY Equivalent | Amount | Exchange Rate | TRY Equivalent | |
| Bank letters of guarantee in TRY Guarantees Given USD |
67.477.345 -- |
1,0000 -- |
67.477.345 -- |
762.824.154 53.670.008 |
1,0000 35,2233 |
762.824.154 1.890.434.793 |
| Guarantees Given EUR | 4.000.000 | 46,5526 | 186.210.400 | 4.666.957 | 36,7429 | 171.477.542 |
| Total | 253.687.745 | 2.824.736.489 |
Information on the Company's given guarantees and mortgage received is as follows:
| 30.06.2025 | 31.12.2024 | |||||
|---|---|---|---|---|---|---|
| Amount | Exchange Rate | TRY Equivalent | Amount | Exchange Rate | TRY Equivalent | |
| Bank letters of guarantee TRY | 46.655.328 | 1,0000 | 46.655.328 | 42.225.594 | 1,0000 | 42.225.594 |
| Bank letters of guarantee EURO | 183.623 | 46,5526 | 8.548.105 | 12.542.804 | 36,7429 | 460.858.978 |
| Bank letters of guarantee USD | 234.498 | 39,7424 | 9.319.522 | 394.697 | 35,2233 | 13.902.522 |
| Checks and notes received TRY | -- | -- | -- | 1.794.965 | 1,0000 | 1.794.965 |
| Checks and notes received EURO | -- | -- | -- | 36.461 | 36,7429 | 1.339.668 |
| Total | 64.522.954 | 520.121.727 |
Payables for employee benefits of company are as follows:
| 30.06.2025 | 31.12.2024 | |
|---|---|---|
| Taxes, duties and other deductions payable Payables to personnel |
12.168.726 10.619.233 |
8.410.466 4.979.696 |
| Total | 22.787.959 | 13.390.162 |
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are stated in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise indicated.)
The classification of depreciation expenses of company are as follows:
| 01.01.2025- 30.06.2025 |
01.01.2024- 30.06.2024 |
01.04.2025- 30.06.2025 |
01.04.2024- 30.06.2024 |
|
|---|---|---|---|---|
| Cost of sales (-) General and administrative expenses (-) Marketing expenses (-) |
(334.085.748) (84.959.048) (224.103) |
(406.994.590) (3.588.142) (246.281) |
(167.667.625) (42.528.598) (112.051) |
(204.179.731) (1.787.661) (123.140) |
| Total | (419.268.900) | (410.829.012) | (210.308.273) | (206.090.532) |
The details of the Company's other current assets are as follows:
| 30.06.2025 | 31.12.2024 |
|---|---|
| 160.742.248 | |
| 25.506.058 | |
| 2.060 | 95.319 |
| 186.343.625 | |
| 159.073.176 20.172.192 179.247.428 |
As of 30 June 2025, the paid-in capital amount is TRY 135.000.000 (31 December 2024: TRY 135.000.000) and there are 600 units of Group A (31 December 2024: 600 units) TRY 0.01 of each and 13.499.999.400 units (31 December 2024:13 499.999.400 units) consists of Group B shares. Group A shares are privileged in terms of participation in voting; Holders of Group A shares have an additional 10 voting rights for each Group A share at General Assembly meetings. Thus, each privileged Group A share has 11 votes.
The details of the company's capital structure are as follows;
| 30.06.2025 | 31.12.2024 | |||
|---|---|---|---|---|
| Shareholders | Share Ratio (%) |
Total | Share Ratio (%)) |
Total |
| Recep Gençer | 38,22% | 51.592.338 | 38,22% | 51.592.338 |
| Gençer Holding A.Ş. | 5,67% | 7.655.453 | 5,67% | 7.655.453 |
| Other real and legal persons | 56,11% | 75.752.209 | 56,11% | 75.752.209 |
| Paid capital | 100% | 135.000.000 | 100% | 135.000.000 |
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are stated in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise indicated.)
The comparison of the relevant equity items, which are presented on an inflation-adjusted basis in the Company's financial statements as of June 30, 2025, with the inflation-adjusted amounts in the financial statements prepared in accordance with the Turkish Commercial Code (Law No. 6762) and other applicable legislation is as follows:
| 30.06.2025 | Inflation-adjusted amounts presented in the financial statements prepared in accordance with Law No. 6762 and other regulations |
Inflation-adjusted amounts presented in the financial statements prepared in accordance with TAS/IFRS |
Difference in retained earnings of previous years |
|---|---|---|---|
| Capital | 3.246.042.342 | 2.546.733.713 | 699.308.629 |
| Retained Earnings | 434.986.127 | 354.807.109 | 80.179.018 |
The details of the Company's capital adjustment differences are as follows:
| 30.06.2025 | 31.12.2024 | |
|---|---|---|
| Capital Adjustment Differences | 2.546.733.713 | 2.546.733.713 |
| Total | 2.546.733.713 | 2.546.733.713 |
The details of the company's premium/(discounts) account for shares are as follows:
| 30.06.2025 | 31.12.2024 | |
|---|---|---|
| Type B share issue premiums | 39.465.697 | 39.632.019 |
| Total | 39.465.697 | 39.632.019 |
The details of the company's accumulated other comprehensive income/(expense) that will not be reclassified to profit or loss are as follows:
| 30.06.2025 | 31.12.2024 | |
|---|---|---|
| Defined Benefit Plans Re-Measurement Gains (Losses) | (10.444.808) | (10.444.808) |
| Total | (10.444.808) | (10.444.808) |
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are stated in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise indicated.)
The details of the company's accumulated other comprehensive income/(expense) to be reclassified to profit or loss are as follows:
| 30.06.2025 | 31.12.2024 | |
|---|---|---|
| Gains/losses on financial assets at fair value through other comprehensive income | 6.940.102 | 9.799.279 |
| Total | 6.940.102 | 9.799.279 |
The details of the Group's reserves on retained earnings are as follows:
| 30.06.2025 | 31.12.2024 | |
|---|---|---|
| Retained Earnings | 354.807.109 | 354.175.895 |
| Total | 354.807.109 | 354.175.895 |
According to the Turkish Commercial Code, legal reserves are divided into two: first and second legal reserves. According to the Turkish Commercial Code, the first legal reserves are allocated as 5% of the legal net profit until 20% of the company's paid capital is reached. The second set of legal reserves is 10% of the distributed profit exceeding 5% of the paid capital. According to the Turkish Commercial Code, as long as legal reserves do not exceed 50% of the paid-in capital, they can only be used to offset losses and cannot be used in any other way.
The details of the Company's previous year's profit/loss account are as follows:
| 30.06.2025 | 31.12.2024 | |
|---|---|---|
| Accumulated Profit/ (Losses) | 3.326.790.505 | 4.849.717.823 |
| Total | 3.326.790.505 | 4.849.717.823 |
Public companies make dividend distributions in accordance with CMB's Dividend Communiqué No. II-19.1, which came into force as of February 1, 2015. Partnerships distribute their profits by the decision of the general assembly, within the framework of the profit distribution policies to be determined by the general assembly and in accordance with the relevant legislation. Within the scope of the said communiqué, a minimum distribution rate has not been determined. Companies pay dividends as determined in their articles of association or profit distribution policies. In addition, dividends can be paid in installments of equal or different amounts and advance dividends can be distributed in cash based on the profit included in the interim financial statements.
Unless the reserve funds required to be set aside in accordance with the Turkish Commercial Code and the dividend determined for the shareholders in the articles of association or profit distribution policy are set aside; It cannot be decided to allocate other reserve funds, to transfer profits to the following year, or to distribute shares of profit to holders of dividend shares, members of the board of directors, partnership employees and persons other than shareholders. Unless the dividend determined for shareholders is paid in cash, no share of profit can be distributed to these people.
Losses of previous years of partnerships; The portion exceeding the sum of the amounts resulting from the adjustment of previous years' profits, general legal reserves including share premiums, and equity items excluding capital according to inflation accounting, is taken into account as a deduction item in the calculation of the net distributable profit for the period.
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are stated in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise indicated.)
The details of the Company's revenue and cost of sales are as follows:
| 01.01.2025- 30.06.2025 |
01.01.2024- 30.06.2024 |
01.04.2025- 30.06.2025 |
01.04.2024- 30.06.2024 |
|
|---|---|---|---|---|
| Domestic sales Export sales |
1.068.624.212 1.859.035.099 |
683.804.055 510.985.122 |
376.223.111 1.125.619.430 |
74.132.248 153.914.206 |
| Gross Sales | 2.927.659.311 | 1.194.789.177 | 1.501.842.542 | 228.046.455 |
| Cost of goods sold (-) | (2.456.103.077) | (1.025.752.111) | (1.258.701.669) | (196.355.741) |
| Cost of merchandise sold (-) | (1.991.211) | -- | (1.991.211) | -- |
| Cost of services sold (-) | (39.498.061) | -- | (39.498.061) | -- |
| Cost of sales (-) | (2.497.592.349) | (1.025.752.111) | (1.300.190.941) | (196.355.741) |
| Gross Profit/Loss | 430.066.962 | 169.037.066 | 201.651.600 | 31.690.714 |
None. (December 31, 2024: None).
The Group's general and administrative expenses, marketing expenses, and research and development expenses are as follows:
| 01.01.2025- 30.06.2025 |
01.01.2024- 30.06.2024 |
01.04.2025- 30.06.2025 |
01.04.2024- 30.06.2024 |
|
|---|---|---|---|---|
| General and administrative expenses (-) Marketing expenses (-) |
(153.955.297) (11.455.318) |
(73.410.292) (12.409.139) |
(74.690.954) (6.433.485) |
(39.741.317) (3.708.313) |
| Total | (165.410.615) | (85.819.431) | (81.124.439) | (43.449.630) |
Other income from the main activities of the Group is as follows:
| 01.01.2025- 30.06.2025 |
01.01.2024- 30.06.2024 |
01.04.2025- 30.06.2025 |
01.04.2024- 30.06.2024 |
|
|---|---|---|---|---|
| Foreign exchange gains | 70.145.604 | 135.011.875 | 38.746.414 | 68.853.399 |
| Provision no longer required | -- | 19.497.547 | -- | 4.228.121 |
| Rediscount income | 9.245.058 | 4.787.602 | 4.650.407 | 1.112.633 |
| Tax, duty, fee, and incentive revenues | 6.784.576 | 2.284.009 | 4.539.228 | 1.139.678 |
| Scrap sales, damage compensation and insurance revenues | 5.253.495 | -- | 408.367 | -- |
| Price difference and service revenues | -- | 6.228.863 | -- | 5.240.799 |
| Other | 2.337.262 | 7.250.246 | 502.559 | 6.323.002 |
| Total | 93.765.996 | 175.060.143 | 48.846.975 | 86.897.632 |
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are stated in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise indicated.)
Other expenses from main operations of the company are as follows:
| 01.01.2025- 30.06.2025 |
01.01.2024- 30.06.2024 |
01.04.2025- 30.06.2025 |
01.04.2024- 30.06.2024 |
|
|---|---|---|---|---|
| Currency difference expenses (-) Idle capacity expenses losses (-) Rediscount interest expenses (-) |
(71.027.388) (69.798.843) (2.471.753) |
(13.465.475) (588.752.624) (6.887.745) |
(48.412.723) (49.444.632) 189.080 |
(6.159.919) (415.437.366) 982.024 |
| Provision expenses (-) Other (-) (1) |
(2.104.104) (13.366.422) |
(342.430.191) (38.173.557) |
(1.888.420) (6.840.886) |
24.566.729 (26.890.624) |
| Toplam | (158.768.510) | (989.709.591) | (106.397.580) | (422.939.157) |
1) The related amount consists of tax late payment penalties, waste expenses, and non-deductible expenses.
The details of the Group's income from investment activities are as follows:
| 01.01.2025- 30.06.2025 |
01.01.2024- 30.06.2024 |
01.04.2025- 30.06.2025 |
01.04.2024- 30.06.2024 |
|
|---|---|---|---|---|
| Profit on sales of tangible and intangible assets | 5.430 | -- | 131 | -- |
| Total | 5.430 | -- | 131 | -- |
The details of the Group's shares of profits/(losses) from investments accounted for using the equity method are as follows:
| 01.01.2025- 30.06.2025 |
01.01.2024- 30.06.2024 |
01.04.2025- 30.06.2025 |
01.04.2024- 30.06.2024 |
|
|---|---|---|---|---|
| Shares from profits (losses) ınvestments revaluated by Equity Method | 1.399.255 | (1.981.306) | 78.921 | (5.414.439) |
| Total | 1.399.255 | (1.981.306) | 78.921 | (5.414.439) |
The financial income of the group is as follows:
| 01.01.2025- | 01.01.2024- | 01.04.2025- | 01.04.2024- | |
|---|---|---|---|---|
| 30.06.2025 | 30.06.2024 | 30.06.2025 | 30.06.2024 | |
| Foreign exchange gains from financing activities | 30.142.254 | 48.743.980 | 11.666.533 | 8.060.540 |
| Interest income | 3.189.565 | 1.500.871 | 1.752.589 | 372.734 |
| Total | 33.331.819 | 50.244.852 | 13.419.122 | 8.433.274 |
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are stated in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise indicated.)
The financial expenses of the Group are as follows:
| 01.01.2025- | 01.01.2024- | 01.04.2025- | 01.04.2024- | |
|---|---|---|---|---|
| 30.06.2025 | 30.06.2024 | 30.06.2025 | 30.06.2024 | |
| Foreign exchange expenses from financing activities (-) | (734.110.390) | (516.053.105) | (383.201.934) | (99.981.619) |
| Interest expenses (-) | (76.587.495) | (183.873.075) | (11.289.413) | (117.024.333) |
| Other (1) | (20.567.742) | (20.211.416) | 7.663.787 | (8.496.861) |
| Toplam | (831.265.627) | (720.137.596) | (386.827.560) | (225.502.814) |
1) The relevant amount consists of bank and letter of guarantee commission expenses.
The details of the group analysis of other comprehensive income items are as follows:
| 01.01.2025- | 01.01.2024- | 01.04.2025- | 01.04.2024- | |
|---|---|---|---|---|
| 30.06.2025 | 30.06.2024 | 30.06.2025 | 30.06.2024 | |
| Other Comprehensive Income (Expense) Related to Financial Assets Measured at Fair Value Through Other Comprehensive Income | (2.859.177) | (894.608) | (1.619.958) | 379.524 |
| - Gains (Losses) from Financial Assets Measured at Fair Value Through Other Comprehensive Income | (2.859.177) | (894.608) | (1.619.958) | 379.524 |
| To Be Reclassified to Profit or Loss | (2.859.177) | (894.608) | (1.619.958) | 379.524 |
None. (December 31, 2024: None).
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are stated in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise indicated.)
The Group is subject to Turkish corporate taxes. Provision is made in the accompanying financial statements for the estimated charge based on the Group's results for the years and periods. Turkish tax legislation does not permit a parent Group and its subsidiary to file a tax return. Therefore, provisions for taxes, as reflected in the accompanying financial statements, have been calculated on a separate-entity basis. Corporate tax is applied on taxable corporate income, which is calculated from the statutory accounting profit by adding back non-deductible expenses, and by deducting dividends received from resident companies, other exempt income and investment incentives utilized. The effective tax rate applied for the accounting period ending 30.06.2025 is 25%. (31.12.2024: 25%).
The Group's Corporate Tax liabilities are as follows:
| 30.06.2025 | 31.12.2024 | |||
|---|---|---|---|---|
| Prepaid corporate tax (-) | 1.411.080 | 671.219 | ||
| Corporate tax to be paid/refunded | 1.411.080 | 671.219 | ||
| 01.01.2025- 30.06.2025 |
01.01.2024- 30.06.2024 |
01.04.2025- 30.06.2025 |
01.04.2024- 30.06.2024 |
|
| Deferred tax income/(expense), net | 583.199.059 | (59.831.923) | (5.035.810) | 392.886.571 |
| Total tax revenue / (expense), net | 583.199.059 | (59.831.923) | (5.035.810) | 392.886.571 |
The Company recognizes deferred tax assets and liabilities for temporary timing differences arising from differences between its statutory tax financial statements and its financial statements prepared in accordance with TAS. These differences generally arise from the fact that some income and expense items are included in different periods in the taxbased financial statements and the financial statements prepared in accordance with TAS, and the differences in question are stated below. Within the scope of the "Law on the Law on the Collection Procedure of Public Receivables and Amendments to Certain Laws" numbered 7316, which came into force after being published in the Official Gazette dated April 22, 2021, the corporate tax rate for the years 2024 and 2025 will be applied as 25%, respectively. Within the scope of the said law, deferred tax assets and liabilities in the financial statements dated 30.06.2025 were calculated with a 25% tax rate for the part of the temporary differences that will have a tax effect in 2024 and 2025.
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are stated in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise indicated.)
Movement table of the Company's deferred tax assets/(liabilities) is as follows:
| 30.06.2025 | 31.12.2024 | |||
|---|---|---|---|---|
| Deferred tax | Deferred tax | |||
| Total | asset/ | Total | asset/ | |
| Temporary differences | (liability) | Temporary differences | (liability) | |
| Deferred tax assets: | ||||
| Deductible tax losses | 3.327.341.578 | 831.835.395 | 3.214.561.306 | 803.640.327 |
| Investment incentive | 1.922.301.199 | 1.922.301.199 | 1.432.470.347 | 1.432.470.347 |
| Loan IRR | 49.486.779 | 12.371.695 | 61.437.284 | 15.359.321 |
| Inventory adjustments | 13.216.979 | 3.304.245 | -- | -- |
| Provision for employee termination benefits | 24.704.277 | 6.176.069 | 14.015.177 | 3.503.794 |
| Inventory impairment | 16.485.000 | 4.121.250 | 19.233.697 | 4.808.424 |
| Provision for unused vacation | 8.740.013 | 2.185.003 | 3.790.811 | 947.703 |
| Provision for lawsuits | 3.476.088 | 869.022 | 3.065.129 | 766.282 |
| Foreign exchange valuation | 958.257 | 239.564 | 13.398.354 | 3.349.588 |
| Provision for doubtful receivables | 445.344 | 111.336 | 15.312 | 3.828 |
| Financial investments | 368.407 | 92.102 | 429.835 | 107.459 |
| Receivables discount | 2.901 | 725 | 22.774 | 5.693 |
| Deferred tax assets | 5.367.526.822 | 2.783.607.605 | 4.762.440.027 | 2.264.962.767 |
| Deferred tax liability: | ||||
| Tangible and intangible assets | (4.493.071.710) | (1.123.267.928) | (4.070.124.173) | (1.017.531.043) |
| Right-of-use assets | (338.245.713) | (84.561.428) | (336.167.673) | (84.041.918) |
| Prepaid expenses | (65.467.229) | (16.366.807) | (8.581.985) | (2.145.496) |
| Share valuation | (11.099.074) | (2.774.768) | (16.285.640) | (4.071.410) |
| Payables discount | (9.225.539) | (2.306.385) | (2.880.507) | (720.127) |
| Lease adjustments | (32.109) | (8.027) | -- | -- |
| Inventory adjustments | -- | -- | (93.620.653) | (23.405.164) |
| Deferred tax liability | (4.917.141.374) | (1.229.285.344) | (4.527.660.630) | (1.131.915.157) |
| Deferred tax assets / (liabilities), net | 1.554.322.261 | 1.133.047.610 |
The amount of earnings per payment is calculated by dividing the profit for the period into the periodic weighted average number of payments of the Company's shares. The company's earnings per payout programming is as follows.:
| 01.01.2025- | 01.01.2024- | 01.04.2025- | 01.04.2024- | |
|---|---|---|---|---|
| 30.06.2025 | 30.06.2024 | 30.06.2025 | 30.06.2024 | |
| Net Profit/Loss to Shareholders | 214.972.370 | (1.087.300.346) | (195.398.740) | 282.998.428 |
| Net profit/loss attributable to minority interests | -- | -- | (4.871.472) | -- |
| Net profit for the period attributable to the parent company | 214.972.370 | (1.087.300.346) | (190.527.268) | 282.998.428 |
| Number of shares issued | 135.000.000.000 | 135.000.000.000 | 135.000.000.000 | 135.000.000.000 |
| Earnings/(Loss) Per Share (EPS) | 0,0016 | (0,0081) | (0,0014) | 0,0021 |
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are stated in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise indicated.)
None. (December 31, 2024: None.)
None. (December 31, 2024: None.)
As of June 30, 2025, the Group's foreign exchange rate risk is presented in the table in Note 48. The foreign exchange gains and losses incurred for the accounting period ended June 30, 2025, are disclosed in the accompanying financial statements under other operating income/expenses and finance income/expenses accounts.
According to TAS 29 Financial Reporting Standard in Hyperinflationary Economies, enterprises whose functional currency is the currency of a hyperinflationary economy report their financial statements according to the purchasing power of money at the end of the reporting period. TAS 29 identifies features that may indicate an hyperinflationary economy, and it is recommended for businesses to start implementing the Standard at the same time.
The Public Oversight, Accounting, and Auditing Standards Authority announced on November 23, 2023, that entities applying the Turkish Financial Reporting Standards (TFRS) must present their financial statements for annual reporting periods ending on or after December 31, 2024, adjusted for inflation in accordance with the relevant accounting principles set out in 'Turkish Accounting Standard 29 Financial Reporting in Hyperinflationary Economies.' Accordingly, inflation adjustment has been applied to the financial statements as of June 30, 2025, in compliance with TAS 29.
None. (December 31, 2024: None.)
The details of the Group's short financial investments are as follows:
| 30.06.2025 | 31.12.2024 | |
|---|---|---|
| Shares (1) |
11.120.105 | 16.310.178 |
| Total | 11.120.105 | 16.310.178 |
1) Group's shares; GUBRF consists of shares (31.12.2024: GUBRF)
The fair value of the group's share investments are valued with the weighted average prices or rates of the last session of the stock exchange on the valuation day. In the valuation of assets traded in markets with a closing session, the prices formed in the closing session are used, and if the price is not formed in the closing session, the weighted average prices of the last session in the stock market are used. The fair value of the shares was measured based on the prices formed at the closing session on 30.06.2025.
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are stated in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise indicated.)
The details of the Group's long-term financial investments are as follows:
| 30.06.2025 | 31.12.2024 | |
|---|---|---|
| Financial assets available for sale (Note 4) | 1.745.011 | 7.030.054 |
| Total | 1.745.011 | 7.030.054 |
| Financial Debts • |
||
| The details of the Group's financial borrowings are as follows: | ||
| 30.06.2025 | 31.12.2024 | |
| Bank loans | 1.584.468.733 | 1.082.694.899 |
| Credit cards | 11.670 | 81.092 |
| Total short term payables | 1.584.480.403 | 1.082.775.991 |
| Bank loans | 1.888.384.610 | 1.654.218.326 |
| Terms of use - from parties provided (Note 6) |
8.211.564 | 6.359.051 |
| Payables from financial leasing transactions | 482.818 | 1.181.574 |
| Short-term portions of total long-term payables | 1.897.078.992 | 1.661.758.952 |
| Bank loans | 1.367.365.075 | 2.070.505.996 |
| Terms of use - from parties provided (Note 6) |
53.275.768 | 64.132.855 |
| Total Long-Term Payables | 1.420.640.843 | 2.134.638.851 |
| Total financial payables | 4.902.200.238 | 4.879.173.793 |
The interest rates on the Group's foreign currency-denominated bank borrowings range between 3,02% and 12,30%, while the interest rates on TRY-denominated bank borrowings range between 8,50% and 53,35%.
Principal payment terms of the company's bank loans are as follows:
| 30.06.2025 | 31.12.2024 | |
|---|---|---|
| Payable within a year To be paid within 1 - 5 years |
3.481.559.395 1.420.640.843 |
2.744.534.942 2.134.638.851 |
| Total | 4.902.200.238 | 4.879.173.793 |
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are stated in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise indicated.)
The company's main financial instruments consist of bank loans, cash and short-term deposits. The main purpose of these financial instruments is to finance the Company's business activities. The company also has other financial instruments such as trade payables and trade receivables arising directly from its business activities.
The Company's objectives when managing capital are to maintain the optimal capital structure and ensure the continuity of the Company's activities in order to benefit its partners and reduce the cost of capital.
The company's debt capital ratio, calculated by subtracting cash and cash equivalents and short-term financial investments from financial debts, is calculated by dividing the net debt by the total capital as follows:
| 30.06.2025 | 31.12.2024 | |
|---|---|---|
| Financial debt | 4.902.200.238 | 4.879.173.793 |
| Less: Cash and cash equivalents | (462.898.758) | (70.100.636) |
| Less: Short- term financial investments |
(11.120.105) | (16.310.178) |
| Net debt | 4.428.181.375 | 4.792.762.979 |
| Total equity | 6.614.264.688 | 6.394.516.925 |
| Debt/Equity Ratio | 0,67 | 0,75 |
The Group's significant accounting policies regarding financial instruments are explained in Note 2 (Principles of Presentation of Financial Statements).
The main risks posed by the company's financial instruments are interest risk, liquidity risk, foreign currency risk and credit risk. Company management and the board of directors review and accept the policies regarding the management of the risks listed below. The Company also considers the market value risk of all its financial instruments.
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are presented in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise stated.)
| Receivables | ||||||
|---|---|---|---|---|---|---|
| Trade receivables | Other receivables | Banks | Trade receivables | |||
| 30.06.2025 | Related Parties | Other | Related Parties | Related Parties | Related Parties | Other |
| Maximum net credit risk as of balance sheet date | 816.728 | 435.864.635 | 13.080.065 | 75.733.711 | 462.898.699 | 988.393.838 |
| - The part of maximum risk under guarantee with collateral | -- | -- | -- | -- | -- | -- |
| A- Net book value of financial assets that are neither overdue nor impaired |
816.728 | 435.864.635 | 13.080.065 | 75.733.711 | 462.898.699 | 988.393.838 |
| B- Net book values of financial assets that are renegotiated, if not that will be accepted as overdue or impaired |
-- | -- | -- | -- | -- | -- |
| C- Book value of financial assets that are overdue but not impaired |
-- | -- | -- | -- | -- | -- |
| D- Net book value of impaired assets |
-- | -- | -- | -- | -- | -- |
| - Overdue (gross book value amount) |
-- | 1.144.651 | -- | -- | -- | 1.144.651 |
| - Impairment (-) |
-- | (1.144.651) | -- | -- | -- | (1.144.651) |
| E- Factors Including Off-Balance Sheet Risk |
-- | -- | -- | -- | -- | -- |
| Receivables | ||||||
|---|---|---|---|---|---|---|
| Trade receivables | Other receivables | Banks | Trade receivables | |||
| 31.12.2024 | Related Parties | Other | Related Parties | Related Parties | Other | Related Paties |
| Maximum net credit risk as of balance sheet date | 396.633 | 25.299.398 | -- | 82.609.247 | 70.100.636 | 178.405.915 |
| - The part of maximum risk under guarantee with collateral | -- | -- | -- | -- | -- | -- |
| A- Net book value of financial assets that are neither overdue nor impaired |
396.633 | 25.299.398 | -- | 82.609.247 | 70.100.636 | 178.405.915 |
| B- Net book values of financial assets that are renegotiated, if not that will be accepted as overdue or impaired |
-- | -- | -- | -- | -- | -- |
| C- Book value of financial assets that are overdue but not impaired |
-- | -- | -- | -- | -- | -- |
| D- Net book value of impaired assets |
-- | -- | -- | -- | -- | -- |
| - Overdue (gross book value amount) |
-- | 831.221 | -- | -- | -- | 831.221 |
| - Impairment (-) |
-- | (831.221) | -- | -- | -- | (831.221) |
| E- Factors Including Off-Balance Sheet Risk |
-- | -- | -- | -- | -- | -- |
The risk that one of the parties to a financial instrument will incur a financial loss to the Company due to its failure to fulfill its contractual obligations is defined as credit risk. The company's financial instruments, which may cause significant credit risk concentration, mainly consist of cash and cash equivalents and trade receivables. The maximum credit risk that the company can be exposed to is the amount reflected in the financial statements.The company has cash and cash equivalents in various financial institutions. The company manages this risk by constantly evaluating the reliability of the financial institutions it has relationships with. The credit risk that may arise from trade receivables is limited due to the high customer volume and the Company management's limitation of the loan amount applied to customers. The doubtful receivables provision for financial assets has been determined based on past non-collection experience.As of the balance sheet date, there are no guarantees received for overdue trade receivables for which provisions have been made.
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are presented in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise stated.)
• Liquidity Risk
Liquidity risk represents the risk that the Company may not be able to meet its funding obligations as they fall due. The table below discloses the maturity analysis of the Company's derivative and non-derivative financial liabilities. Non-derivative financial liabilities are presented on an undiscounted basis and based on the earliest contractual payment dates. Estimated interest payments related to these liabilities are also included in the table.
Derivative financial liabilities are presented based on undiscounted net cash inflows and outflows. Futures contracts are settled on a net basis for gross futures payable amounts and are realized on the basis of undiscounted gross cash inflows and outflows. When receivables or payables are not fixed, the disclosed amounts are determined using the interest rates derived from the yield curves as of the reporting date.
| 30.06.2025 | Book Value | Cash outflow according to agreement |
0-1 Year | 1-5 Year |
|---|---|---|---|---|
| Non-Derivative Financial Liabilities: | 5.248.918.406 | 5.248.918.406 | (3.828.034.467) | (1.420.883.939) |
| Financial liabilities | 4.902.200.238 | 4.902.200.238 | (3.481.559.395) | (1.420.640.843) |
| Payables for employee benefits | 22.787.959 | 22.787.959 | (22.787.959) | -- |
| Trade and other payables | 323.930.209 | 323.930.209 | (323.687.113) | (243.096) |
| Derivative Financial Liabilities | -- | -- | -- | -- |
| Total | 5.248.918.406 | 5.248.918.406 | (3.828.034.467) | (1.420.883.939) |
| 31.12.2024 | Book Value | Cash outflow according to agreement |
0-1 Year | 1-5 Year |
| Non-Derivative Financial Liabilities: | 5.095.354.468 | 5.095.354.468 | (2.960.431.987) | (2.134.922.481) |
| Financial liabilities | 4.879.173.793 | 4.879.173.793 | (2.744.534.942) | (2.134.638.851) |
| Payables for employee benefits | 13.390.162 | 13.390.162 | (13.390.162) | -- |
| Total | 5.095.354.468 | 5.095.354.468 | (2.960.431.987) | (2.134.922.481) |
|---|---|---|---|---|
| Derivative Financial Liabilities | -- | -- | -- | -- |
| Trade and other payables | 202.790.513 | 202.790.513 | (202.506.883) | (283.630) |
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are presented in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise stated.)
The Group's activities are primarily exposed to financial risks related to changes in foreign exchange rates and interest rates, as detailed below. In order to control the risks associated with foreign exchange rates and interest rates, the Company uses various non-derivative financial instruments. Market risks are also evaluated through sensitivity analysis
• Foreign Currency Risk
Transactions in foreign currencies give rise to exchange rate risk. The distribution of the company's foreign currency-denominated monetary and non-monetary assets and monetary and non- monetary liabilities as of the balance sheet date is as follows:
| 30.06.2025 | 31.12.2024 | |||||
|---|---|---|---|---|---|---|
| TRY | US | Avro | TRY | US | Avro | |
| Aquivalent | Dollar | Aquivalent | Dollar | |||
| 1. Trade Receivables | 1.058.620 | 26.637 | -- | 25.459.326 | 721.630 | -- |
| 2a. Monetary Financial Assets (including cash, banks) | 461.628.745 | 11.615.350 | 147 | 33.085.333 | 937.706 | 76 |
| 2b. Non-monetary financial assets | -- | -- | -- | -- | -- | |
| 3. Other | 247.543.625 | 274.661 | 5.083.023 | 201.109.649 | -- | 5.474.427 |
| 4.Current Assets (1+2+3) | 710.230.990 | 11.916.648 | 5.083.170 | 259.654.308 | 1.659.336 | 5.474.503 |
| 5.Trade Receivables | -- | -- | -- | -- | -- | -- |
| 6a. Monetary financial assets | -- | -- | -- | -- | -- | -- |
| 6b. Non-monetary financial assets | -- | -- | -- | -- | -- | -- |
| 7.Other | -- | -- | -- | -- | -- | -- |
| 8.Non-Current Assets (5+6+7) | -- | -- | -- | -- | -- | -- |
| 9.Total Assets (4+8) | 710.230.990 | 11.916.648 | 5.083.170 | 259.654.308 | 1.659.336 | 5.474.503 |
| 10.Trade Payables | 259.902.482 | 5.533.355 | 859.107 | 88.710.029 | 1.492.511 | 977.083 |
| 11.Financial Liabilities | 3.405.184.589 | 62.975.038 | 19.384.641 | 2.556.335.680 | 56.977.184 | 14.742.122 |
| 12a.Othermonetaryfinancialliabilities | 464.202.104 | 11.635.185 | 38.492 | 7.803.853 | 220.798 | |
| 12b.Other non-monetary financial liabilities | -- | -- | -- | -- | -- | -- |
| 13.Current Liabilities (10+11+12) | 4.129.289.174 | 80.143.578 | 20.282.240 | 2.652.849.561 | 58.690.494 | 15.719.205 |
| 14.Trade Payables | -- | -- | -- | -- | -- | -- |
| 15.Financial Liabilities | 1.353.783.119 | 18.965.022 | 12.890.099 | 2.043.711.552 | 33.848.898 | 23.024.663 |
| 16a.Othermonetaryfinancialliabilities | -- | -- | -- | -- | -- | -- |
| 16b.Other non-monetary financial liabilities | -- | -- | -- | -- | -- | -- |
| 17. Non-Current Liabilities (14+15+16) | 1.353.783.119 | 18.965.022 | 12.890.099 | 2.043.711.552 | 33.848.898 | 23.024.663 |
| 18. Total Liabilities (13+17) | 5.483.072.294 | 99.108.600 | 33.172.340 | 4.696.561.113 | 92.539.392 | 38.743.868 |
| 19. Net asset / liability position of off- balance sheet derivative instruments19a-19b) |
-- | -- | -- | -- | -- | -- |
| 19a. Hedged amount of assets | -- | -- | -- | -- | -- | -- |
| 19b. Hedged amount of liabilities position | -- | -- | -- | -- | -- | -- |
| 20. Net foreign currency position asset / liabilities (9-18+19) | (4.772.841.304) | (87.191.952) | (28.089.169) | (4.436.906.805) | (90.880.056) | (33.269.366) |
| 21. Net foreign currency asset/liability position of monetary items | (4.772.841.304) | (87.191.952) | (28.089.169) | (4.436.906.805) | (90.880.056) | (33.269.366) |
| (IFRS 7.B23) (=1+2a+5+6a-10-11-12a-14-15-16a) |
||||||
| 22. Fair value of derivative instruments used in foreign currency hedge | -- | -- | -- | -- | -- | -- |
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are stated in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise indicated.)
The table below shows the Group's sensitivity to a 10% increase or decrease in US Dollar and Euro exchange rates. The 10% rate is the rate used when reporting the exchange rate risk within the Company to senior managers, and the rate in question expresses the possible change that the management expects in foreign exchange rates. Sensitivity analysis only covers open foreign currency denominated monetary items at the end of the year and shows the effects of a 10% exchange rate change on these items at the end of the year. A positive value indicates an increase in profit/loss and other equity items.
| Profit/(Loss) | Equity | |||
|---|---|---|---|---|
| The appreciation of foreign currency |
The depreciation of foreign currency |
The appreciation of foreign currency |
The depreciation of foreign currency |
|
| 30.06.2025 | ||||
| In case of appreciation/depreciation of USD against TRY at 10% | ||||
| 1- USD net asset/liabilities | (346.521.744) | 346.521.744 | (346.521.744) | 346.521.744 |
| 2- Part of hedged (-) | -- | -- | -- | -- |
| 3- USD net effect (1+2) | (346.521.744) | 346.521.744 | (346.521.744) | 346.521.744 |
| In case of appreciation/depreciation of EURO against TRY at 10% | ||||
| 4- EUR net asset/liabilities | (130.762.386) | 130.762.386 | (130.762.386) | 130.762.386 |
| 5- Part of hedged (-) | -- | -- | -- | -- |
| 6- EUR USD net effect (4+5) | (130.762.386) | 130.762.386 | (130.762.386) | 130.762.386 |
| In case of appreciation/depreciation of other currency against TRY at 10%: | ||||
| 4- Other currency net asset/liabilities | -- | -- | -- | -- |
| 5- Part of hedged (-) | -- | -- | -- | -- |
| 6- Other currency net effect (4+5) | -- | -- | -- | -- |
| TOTAL (3+6+9) | (477.284.130) | 477.284.130 | (477.284.130) | 477.284.130 |
| Profit/(Loss) | Equity | |||
|---|---|---|---|---|
| The | The | The | The | |
| appreciation of | depreciation of | appreciation of | depreciation | |
| foreign | foreign | foreign | of foreign | |
| currency | currency | currency | currency | |
| 31.12.2024 | ||||
| In case of appreciation/depreciation of USD against TRY at 10% | ||||
| 1- USD net asset/liabilities | (320.109.547) | 320.109.547 | (320.109.547) | 320.109.547 |
| 2- Part of hedged (-) | -- | -- | -- | -- |
| 3- USD net effect (1+2) | (320.109.547) | 320.109.547 | (320.109.547) | 320.109.547 |
| In case of appreciation/depreciation of EURO against TRY at 10% | ||||
| 4- EUR net asset/liabilities | (122.241.298) | 122.241.298 | (122.241.298) | 122.241.298 |
| 5- Part of hedged (-) | -- | -- | -- | -- |
| 6- EUR USD net effect (4+5) | (122.241.298) | 122.241.298 | (122.241.298) | 122.241.298 |
| In case of appreciation/depreciation of other currency against TRY at 10%: | ||||
| 4- Other currency net asset/liabilities | -- | -- | -- | -- |
| 5- Part of hedged (-) | -- | -- | -- | -- |
| 6- Other currency net effect (4+5) | -- | -- | -- | -- |
| TOTAL (3+6+9) | (442.350.845) | 442.350.845 | (442.350.845) | 442.350.845 |
As of June 30, 2025, based on the foreign currency position in the statement of financial position, if the Turkish Lira had appreciated/depreciated by 10% against foreign currencies, with all other variables held constant, the net loss arising from foreign exchange gains/losses on assets and liabilities denominated in foreign currencies for the period then ended would have been higher/lower by TL 346,521,744 for the U.S. Dollar and TL 130,762,386 for the Euro (December 31, 2024: TL 320,109,547 for the U.S. Dollar, TL 122,241,298 for the Euro).
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are stated in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise indicated.)
The Company's borrowing at fixed interest rates exposes the Company to interest rate risk. These risks are managed using natural methods that arise as a result of netting interest rate-dependent assets and liabilities. Interest rates of financial assets and liabilities are stated in the relevant notes. The distribution of the company's interest rate sensitive financial instruments is as follows:
| Book Value | ||
|---|---|---|
| 30.06.2025 | 31.12.2024 | |
| Fixed rate instruments | ||
| Financial assets | 12.865.116 | 23.340.231 |
| Financial liabilities | (4.702.571.431) | (4.542.155.812) |
| Variable rate instruments | ||
| Financial assets | -- | -- |
| Financial liabilities | (199.628.807) | (337.017.981) |
Fair value is defined as the price to be obtained from the sale of an asset or to be paid in the transfer of a debt in the usual transaction between market participants on the measurement date. Estimated fair values of financial instruments have been determined by the Group using available market information and appropriate valuation methods. However, estimates are required in the interpretation of market data to determine fair value. Accordingly, the estimates presented here may not show the amounts that the Group can obtain in a current market transaction.
The following methods and assumptions are used to estimate the fair value of financial instruments:
It is anticipated that the registered values of financial assets, which are shown at cost value including cash and cash equivalents, are equal to their fair values because they are short term.
It is foreseen that the registered values of trade receivables reflect the fair value together with the relevant impairment provisions.
The fair values of short-term bank loans and other monetary instruments are expected to be close to their recorded values due to their short-term nature.
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are stated in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise indicated.)
The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices)
Level 3: Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs)
The hierarchy table of fair value measurements as of 30 June 2025 is as follows;
| 30.06.2025 | |||
|---|---|---|---|
| Fair Value of Financial Instruments | Level 1 |
Level 2 |
Level 3 |
| Financial assets available for sale | 11.120.105 | -- | 1.745.011 |
| Total | 11.120.105 | -- | 1.745.011 |
| 31.12.2024 | |||
| Fair Value of Financial Instruments | Level 1 |
Level 2 |
Level 3 |
| Financial assets available for sale | 16.310.178 | -- | 7.030.054 |
| Total | 16.310.178 | -- | 7.030.054 |
During the period ending 30 June 2025, the Group did not make any transfers between the second level and the first level and to or from the third level.
None. (December 31, 2024: None.)
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are stated in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise indicated.)
| NON- MONETARY ITEMS |
30.06.2025 |
|---|---|
| A) Statement of Financial Position Items | 231.099.673 |
| Inventories (1) |
(115.407.829) |
| Prepaid Expenses (Current) (2) |
(6.671.904) |
| Equity Instrument Financial Assets | (5.579.628) |
| Right-of Use Assets (3) |
58.115.926 |
| Tangible and Intangible Fixed Assets (3) |
1.214.320.435 |
| Paid-in Capital | (383.247.922) |
| Defined Benefit Plan Remeasurement Gains (Losses) | 3.228.797 |
| Gains (Losses) on Financial Assets at Fair Value Through Other Comprehensive Income | (2.916.885) |
| Share Premiums/Discounts | (5.497.510) |
| Restricted Reserves Appropriated from Profit | (525.243.807) |
| B) Profit or Loss Statement Items | (2.451.072) |
| Revenue | (124.617.739) |
| Cost of Sales | 86.849.349 |
| Operating Expenses | 30.570.976 |
| Finance Income / Expenses | 4.746.342 |
| NET MONETARY POSITION GAINS (LOSSES) (A+B) | 228.648.601 |
1) The effect of net monetary position gains/losses related to inventories includes part of the amount related to the cost of sales. Since the amount related to the cost of sales is not separated, it is presented together.
2) The effect of net monetary position gains/losses related to prepaid expenses includes part of the amount related to general administrative expenses. Since the amount related to general administrative expenses is not separated, it is presented together.
3) The effect of net monetary position gains/losses related to property, plant, and equipment includes part of the amount related to general administrative expenses. Since the amount related to general administrative expenses is not separated, it is presented together.
None.
None. (December 31, 2024: None.)
The details of the Company's cash and cash equivalents are as follows:
| 30.06.2025 | 31.12.2024 | |
|---|---|---|
| Cash Cash Banks |
59 475.978.764 |
-- 70.100.636 |
| - Demand deposit |
224.761.993 | 61.587.472 |
| - Time deposit |
251.216.771 | 8.513.165 |
| Total | 475.978.823 | 70.100.636 |
The Group has a blockage of TL 13,080,065 on its bank deposits (December 31, 2024: TL 15,216,675 on bank deposits). Explanations regarding the nature and extent of risks related to cash and cash equivalents are provided in Note 48.
EXPLANATORY NOTES RELATED TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2025, LIMITED REVIEWED (Amounts are stated in Turkish Lira ("TRY") based on purchasing power as of June 30, 2025, unless otherwise indicated.)
The maturity breakdown of cash and cash equivalents is as follows:
| 30.06.2025 | 31.12.2024 | |
|---|---|---|
| 1-90 days | 251.216.771 | 8.513.165 |
| Cash and cash equivalents | 251.216.771 | 8.513.165 |
The effects of the changes in accounting policies explained in Note 2 and the accumulated other comprehensive income/expenses that will not be reclassified as profit or loss shown in the accumulated profit/loss account and other comprehensive income are shown in the statement of changes in equity.
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