Quarterly Report • May 8, 2025
Quarterly Report
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01.01.2025 – 31.03.2025
Interim Period Activity Report
8 May 2025
Prepared in accordance with the Capital Markets Board's Communiqué on Principles of Financial Reporting in Capital Markets No. II‐14.1
| 1. GENERAL INFORMATION | 3 |
|---|---|
| 2. MANAGEMENT AND PERSONNEL INFORMATION | 4 |
| 3. FINANCIAL INDICATORS AND ASSESSMENT | 7 |
| 4. OPERATIONAL HIGHLIGHTS FOR THE PERIOD | 8 |
| 5. RISKS AND CONTROL MECHANISMS | 19 |
| 6. CORPORATE GOVERNANCE AND RELATED PARTY TRANSACTIONS | 20 |
| 7. LEGAL MATTERS AND OTHER ISSUES | 21 |
| 8. STATEMENT OF RESPONSIBILITY | 24 |
| 9. FINANCIAL REPORT | 25 |
| Trade Name | Doğan Şirketler Grubu Holding A.Ş. |
|---|---|
| Date of Incorporation | 22 September 1980 |
| Trade Registry Number | 175444 |
| MERSIS Number | 0306005092400010 |
| Tax Office | Büyük Mükellefler Tax Office |
| Tax Number | 3060050924 |
| Paid-in/Issued Capital | 2,616,996,091 Turkish Lira |
| Authorized Capital | 4,000,000,000 Turkish Lira |
| Stock Exchange Listed | Borsa İstanbul A.Ş. |
| Trading Symbol | DOHOL |
| Initial Public Offering Date | 21 June 1993 |
| Address | Burhaniye Mahallesi, Kısıklı Caddesi, No: 65, 34676 Üsküdar/İstanbul |
| Corporate Website | www.doganholding.com.tr |
| E-Mail Address | [email protected] |
| Telephone | 0216 556 90 00 |
| Fax | 0216 556 92 00 |
Ms. Begümhan Doğan Faralyalı, Chairperson of the Board of Directors of our Company, handed over her position to Ms. Hanzade V. Doğan, Vice Chairperson of the Board, effective as of 1 February 2025. Ms. Begümhan Doğan Faralyalı continues to serve as a Member of the Board of Directors.
Our subsidiary D Investment Bank, in which we hold a 90.99909% stake, resolved through its Board of Directors on 25.03.2025 to increase its capital from TL 200 million to TL 1.4 billion.
While TL 750 million of the increase will be in cash, TL 450 million will be covered through internal resources.
Our Company will fully exercise its pre‐emptive rights and will participate in the cash capital increase with a contribution of TL 682.5 million.
• Acquisition of Daiichi Elektronik Shares by Our Subsidiary Öncü Girişim – 02.04.2025 Our subsidiary Öncü Venture Capital Investment Trust Inc. acquired shares representing 25% of the paid‐in capital of Daiichi Elektronik Industry and Trade Inc. for a total consideration of USD 15,000,000. Of these shares, 21% were purchased from Karel Elektronik Industry and Trade Inc., and 4% from Mr. Ömer Tunç Akdeniz.
The share purchase price was determined based on the Valuation Report dated 18 February 2025, prepared by KPMG Advisory Inc. The share transfer transaction was completed on 2 April 2025.
| Shareholder | Ratio in Capital % | Share in Capital (thousand TL) |
|---|---|---|
| Y. Begümhan Doğan Faralyalı | 11.58 | 303,001 |
| Arzuhan Yalçındağ | 11.52 | 301,428 |
| Hanzade V. Doğan Boyner | 11.48 | 300,526 |
| Vuslat Sabancı | 11.48 | 300,526 |
| Işıl Doğan | 9.51 | 248,746 |
| Aydın Doğan | 8.57 | 224,240 |
| Borsa İstanbul'da İşlem Gören Kısım | 35.86 | 938,528 |
Doğan Şirketler Grubu Holding A.Ş. ("Doğan Holding," the "Holding" or the "Group") was incorporated and registered in Türkiye on 22 September 1980. The principal activity of the Holding is to invest in various sectors through its affiliates, to support the development of the operations of its subsidiaries and joint ventures, and to provide all types of assistance. Disclosures regarding the subsidiaries and joint ventures are presented in Note 1 – Organization and Nature of Activities of the notes to the consolidated financial statements for the interim period 01.01.2025 – 31.03.2025.
Not applicable.
The Board of Directors table below is valid for the period between January 1 and March 31, 2025.
| Name – Surname | Title | Initial Board Appointment |
|---|---|---|
| Hanzade V. Doğan | Chairperson of the Board | 02.08.2004 |
| Agah Uğur | Vice Chairperson of the Board | 20.03.2019 |
| Y. Begümhan Doğan Faralyalı | Member of the Board | 19.07.2011 |
| Arzuhan Doğan Yalçındağ | Member of the Board | 11.08.1997 |
| Vuslat Doğan Sabancı | Member of the Board | 02.08.2004 |
| Çağlar Göğüş | Executive Member of the Board | 12.12.2018 |
| Ahmet Toksoy | Member of the Board | 20.03.2019 |
| Mehmet Murat Emirdağ | Member of the Board | 07.06.2024 |
| Ali Aydın Pandır | Independent Member of the Board | 06.01.2021 |
| Ali Fuat Erbil | Independent Member of the Board | 08.04.2021 |
| Ayşegül İldeniz | Independent Member of the Board | 08.04.2021 |
| Hüseyin Faik Açıkalın | Independent Member of the Board | 30.03.2018 |
The members of the Board of Directors elected at the 2024 Ordinary General Assembly Meeting held on April 11, 2025, carried out the distribution of duties based on the resolution adopted on the same date. The current structure of the Board of Directors is provided below:
| Name – Surname | Title | Initial Board Appointment |
|---|---|---|
| Hanzade V. Doğan | Chairperson of the Board | 02.08.2004 |
| Vuslat Doğan Sabancı | Vice Chairperson of the Board | 02.08.2004 |
| Arzuhan Doğan Yalçındağ | Member of the Board | 11.08.1997 |
| Y. Begümhan Doğan Faralyalı | Member of the Board | 19.07.2011 |
| Ahmet Toksoy | Member of the Board | 20.03.2019 |
| Çağlar Göğüş | Executive Member of the Board | 12.12.2018 |
| Mehmet Murat Emirdağ | Member of the Board | 07.06.2024 |
| Tolga Babalı | Member of the Board | 11.04.2025 |
| Ali Aydın Pandır | Independent Member of the Board | 06.01.2021 |
| Ali Fuat Erbil | Independent Member of the Board | 08.04.2021 |
| Ayşegül İldeniz | Independent Member of the Board | 08.04.2021 |
| Murat Talayhan | Independent Member of the Board | 11.04.2025 |
Following the Ordinary General Assembly Meeting of our Company, it was resolved that Ms. Hanzade V. Doğan Boyner, who was elected as a Member of the Board of Directors, be appointed as the Chairperson of the Board, and Ms. Vuslat Sabancı be appointed as the Vice Chairperson of the Board.
The table below representsthe allocation of duties among the Board of Directors' Committees and valid for the period between January 1 and March 31, 2025.
| Names of Board Committees | Full Name of Committee Members |
Committee Chairperson |
Status as a Member of the Board of Directors |
|---|---|---|---|
| Audit Committee | Hüseyin Faik AÇIKALIN | Yes | Yes |
| Ali Fuat ERBİL | No | Yes | |
| Early Detection of Risk Committee |
Ali Fuat ERBİL | Yes | Yes |
| Hüseyin Faik AÇIKALIN | No | Yes | |
| Ahmet TOKSOY | No | Yes | |
| Bora YALINAY | No | No | |
| Kurumsal Yönetim Komitesi | Ayşegül İLDENİZ | Yes | Yes |
| Ali Aydın PANDIR | No | Yes | |
| Agah UĞUR | No | Yes | |
| Melda ÖZTOPRAK | No | No |
The current structure of the Committees is provided below, based on the resolution adopted by the Board of Directors on April 11, 2025.
| Names of Board Committees | Full Name of Committee Members |
Committee Chairperson | Status as a Member of the Board of Directors |
|---|---|---|---|
| Ali Fuat ERBİL | Yes | Yes | |
| Audit Committee | Murat TALAYHAN | No | Yes |
| Early Detection of Risk Committee | Ali Aydın PANDIR | Yes | Yes |
| Ahmet TOKSOY | No | Yes | |
| Tolga BABALI | No | Yes | |
| Bora YALINAY | No | No | |
| Corporate Governance Committee | Ayşegül İLDENİZ | Yes | Yes |
| Mehmet Murat EMİRDAĞ | No | Yes | |
| Tolga BABALI | No | Yes | |
| Melda ÖZTOPRAK | No | No |
Our related material disclosure is available on KAP and our website.
| Name-Surname | Title |
|---|---|
| Çağlar Göğüş | Chairman of the Executive Committee, CEO |
| Vedat Mungan | Member of the Executive Committee, Head of Strategic Planning and Business Management |
| Eren Sarıçoğlu | Member of the Executive Committee, Head of Business Development and Operations |
| A. Doğan Yalçındağ | Member of the Executive Committee |
| Bora Yalınay | Member of the Executive Committee, CFO |
| Şebnem Bezmen | Head of Human Resources |
| Tahir Ersoy | Head of Financial Affairs and Tax Management |
| Ebru Gül | Head of Financial Reporting, Budgeting, and General Secretariat |
| Cengiz Musaoğlu | Head of Risk Management and Internal Audit |
| Neslihan Sadıkoğlu | Head of Corporate Communications and Sustainability |
| Gündüz Tezmen | Head of Health and Safety |
| İrtek Uraz | Head of Business Development and Operations |
| Mehmet Yörük | Head of Business Development and Fund Management |
| Eda Yüksel* | Chief Legal Counsel |
*Assumed office as of April 14, 2025
Total Number of Employees: As of 31 March 2025, the total number of personnel employed by the subsidiaries and joint ventures included in the Group's consolidated financial statements is 7,352 (of which 7,006 are domestic employees). As of December 31, 2024, the total number of employees was 7,498, of which 7,135 were employed domestically. The number of employees within the Holding itself is 53 (December 31, 2024: 51 employees).
Summary of Remuneration Policy: Doğan Holding applies a remuneration system based on market conditions and performance, in line with the principle of "equal pay for equal work." The remuneration and performance criteria are determined and monitored by the Corporate Governance Committee. Board Members and senior executives may receive payments such as attendance fees and bonuses, while the
remuneration of independent members is determined in a manner that preserves their independence. The remuneration policy is presented to the shareholders at the General Assembly for the sake of transparency and is published on the Company's website.
Income Statement Summary:
| Reported (mn TL) | 1Q24 | 1Q25 | y/y |
|---|---|---|---|
| Revenue | 24,349 | 19,039 | -22% |
| EBITDA | 2,220 | 1,790 | -19% |
| EBITDA margin | 9.1% | 9.4% | +0.3pp |
| Net Profit/Loss | 1,312 | -520 | n.m |
| Holding-only net cash (mn USD) | 696 | 646 | -7% |
| Summary Balance Sheet (mn TL) | Independent Audit (Unaudited) |
Independent Audit (Unaudited) |
Change |
|---|---|---|---|
| 31.12.2024 | 31.03.2025 | ||
| Current Assets | 91,592 | 92,609 | 1% |
| Non‐Current Assets | 62,129 | 60,978 | ‐2% |
| Total Assets | 153,722 | 153,588 | 0% |
| Current Liabilites | 53,750 | 54,912 | 2% |
| Non‐Current Liabilities | 18,483 | 18,229 | ‐1% |
| Non‐Controlling Interests | 11,682 | 11,565 | ‐1% |
| SH Equity, Parent | 69,808 | 68,882 | ‐1% |
| Total Liabilities | 153,722 | 153,588 | 0% |
| Cash & Marketable Securities* | 58,203 | 56,249 | ‐3% |
| S/T Debt | 22,133 | 21,509 | ‐3% |
| L/T Debt | 11,444 | 10,927 | ‐5% |
| Holding Solo Net Cash | 26,043 | 24,396 | ‐6% |
*Includes Financials Investments
• Galata Wind production capacity unchanged at 297 MW as of March, while European expansion started, with projects in Italy and Germany. In addition, as of early May, we have increased capacity to 348 MW thanks to the addition of 2 sites. Our project development in Turkiye continues uninterrupted.
| Key Financials Reported (mn TL) |
1Q24 | 1Q25 | y/y |
|---|---|---|---|
| Revenue | 670 | 556 | ‐17% |
| EBITDA | 508 | 395 | ‐22% |
| EBITDA margin | 76% | 71% | -5pp |
| Net Profit | 288 | 134 | ‐54% |
| Key Financials Proforma* (mn TL) |
1Q25 | |
|---|---|---|
| Revenue | 749 | |
| EBITDA | 409 | |
| EBITDA margin | 55% | |
| Net Profit | 201 |
*Gumustas Mining started to be consolidated as of 4Q24, hence y/y comparison of financials cannot be presented
| Key Financials Reported (mn TL) |
1Q24 | 1Q25 | y/y |
|---|---|---|---|
| Revenue | 3,341 | 6,537 | 96% |
| Net Profit | 198 | 504 | 155% |
| Key Financials Reported (mn TL) |
1Q24 | 1Q25 | y/y |
|---|---|---|---|
| Revenue | 4,306 | 3,275 | ‐24% |
| EBITDA | 348 | 139 | ‐60% |
| EBITDA margin | 8% | 4% | -4pp |
| Net Loss | ‐154 | ‐352 | n.m |
| Key Financials Reported (mn TL) |
1Q24 | 1Q25 | y/y |
|---|---|---|---|
| Revenue | 1,162 | 970 | ‐17% |
| EBITDA | 181 | 81 | ‐55% |
| EBITDA margin | 16% | 8% | -8pp |
| Net Loss | ‐3.6 | ‐0.3 | n.m |
| Key Financials Reported (mn TL) |
1Q24 | 1Q25 | y/y | |
|---|---|---|---|---|
| Revenue | 516 413 ‐7 2 |
‐20% | ||
| EBITDA | n.m | |||
| EBITDA margin | n.m | 0.5% | n.m | |
| Net Loss | ‐47 | ‐96 | n.m |
| Key Financials Reported (mn TL) |
1Q24 | 1Q25 | y/y |
|---|---|---|---|
| Revenue | 11,197 | 3,083 | ‐72% |
| EBITDA | 174 | ‐322 | n.m |
| EBITDA margin | 2% | n.m | n.m |
| Net Loss | ‐317 | ‐388 | 22% |
We started 2025 with solid operational progress across our strategic focus areas, despite persistent macroeconomic headwinds and regulatory shifts. As Doğan Holding, we continued to stay agile and focused, creating long‐term value through disciplined capital allocation and a clear growth roadmap.
In the first quarter, Galata Wind took further step toward international expansion by progressing with its renewable energy investments in Europe, particularly in Italy and Germany. These strategic moves strengthen our green energy footprint and position us for long‐term sustainable and profitable growth in the region.
We also made notable headway in the mining sector with Gümüştaş delivering a strong margin performance and initiating the investment cycle under our USD 90 million CAPEX plan for three years. We are proud and optimistic in Gumustas' investments to unlock further value from its research licenses.
In digital financial services, Hepiyi Insurance outperformed expectations, expanding its market share and maintaining sector‐leading cost efficiency. Currently, Hepiyi's market share in Motor Own Damage sector reached 4.3% in 1Q25 vs 1.9% same period last year.
We also reinforced our presence in next‐generation automotive technologies through the acquisition of a 25% stake in Daiichi, a leading provider of touch‐screen infotainment systems. This move not only strengthens our position in a high‐margin, fast‐growing segment but also supports the financial restructuring efforts of our industrial subsidiary, Karel.
Additionally, we have increased D Investment Bank's paid‐in capital to accelerate its growth trajectory and deepen our presence in the financial services sector.
Our NAV remained resilient in the face of market volatility, while our NAV discount was reduced from 59% to 55% in the first quarter. In addition, thanks to continuous focus on value‐ generation and relentless dedication to corporate governance practices, the share of institutional investors in our free float increased by 10pp y/y, and the share of foreign institutional investors has gone up by 4pp y/y, reaching 20%. Furthermore, with a newly approved share buyback program and dividend payout, we reaffirm our commitment to delivering sustainable shareholder returns.
We remain focused on growing our core businesses, scaling capital‐efficient platforms, smart‐ utilization of our strong net cash position and simplifying our portfolio—always with the goal of building value for all stakeholders and for NAV development.
Doğan Holding operates in various sectors including electricity generation, mining, financing and investment, industry and trade, automotive trade and marketing, internet and entertainment, and real estate investments.
As our Company operates under a holding structure, it does not engage in direct investment activities. However, certain investment activities are carried out by some of our subsidiaries and affiliates.
As our Company operates under a holding structure, it does not engage in direct sales and marketing activities. Nevertheless, some of our subsidiaries and affiliates carry out sales and marketing activities within the scope of their respective fields of operation.
Developments during the period 01.01.2025 – 31.03.2025:
• 25.03.2025: It was announced that the Company participated in the capital increase of its subsidiary D Investment Bank.
• Regarding the Termination of the Share Buy-Back Program - 02.04.2025
The "Share Buy-Back Program", which was approved by our shareholders at the Ordinary General Assembly Meeting of our Company dated 30.03.2022 and entered into force for 3 (three) years, has expired as of 30.03.2025.
During the period when the "Share Buy-Back Program" was in effect; 14,377,000 shares of our Company, representing 0.5494% of our Company's capital, were bought back for a total of 190,909,492 TL, and these purchases were made at a minimum price of 10.48 TL, a maximum price of 15.89 TL and an average price of 13.2788 TL. Our Company's resources were used to finance the shares bought back. Information regarding the transactions carried out within the scope of the "Share Buy-Back Program" was presented to our shareholders at the first general assembly of our Company.
Additionally; the total number of shares bought back, including the shares bought back in previous periods, is 41,279,838 (share in the paid‐in capital: 1.5774%).
Our Company's Board of Directors has decided;
‐ To initiate a new "Share Buy-back Program" in order to contribute to the formation of healthy and stable prices in our Company's stock market within the framework of the Capital Markets Board's Decision numbered i‐SPK.22.9 (dated 19.03.2025 and numbered 16/531);
‐ To determine the maximum number of shares that can be bought back within the scope of the "Share Buy-back Program" as 50,000,000 and the maximum amount of funds that can be used to cover from our Company's resources as 1,000,000,000 TL,
‐ To terminate the "Share Buy-back Program" after the maximum number of shares that can be bought back or the maximum amount of funds that can be used is reached; in any case, until the general assembly meeting where the results of the 2025 activity period will be discussed,
‐ To present the "Share Buy-back Program" and the purchases made within the scope of this program to our shareholders at the general assembly meeting of our Company.
Our company's subsidiary, Öncü Girişim Sermayesi Yatırım Ortaklığı A.Ş. (Öncü Private Equity), has entered into a Share Transfer Agreement with Karel Elektronik Sanayi ve Ticaret Anonim Şirketi (Karel Elektronik) and Ömer Tunç AKDENİZ regarding the acquisition and transfer of shares in Daiichi Elektronik Sanayi ve Ticaret Anonim Şirketi (Daiichi Elektronik). The details of the transaction are as follows:
‐ Shares representing 21% of Daiichi Elektronik's paid‐in capital were acquired from Karel Elektronik for 12,600,000 USD (at a price of 15 USD per share).
‐ Shares representing 4% of Daiichi Elektronik's paid‐in capital were acquired from Ömer Tunç AKDENİZ for 2,400,000 USD (at a price of 15 USD per share).
In total, shares representing 25% of Daiichi Elektronik's paid‐in capital were acquired for a total of 15,000,000 million USD (at a price of 15 USD per share).
As of 02.04.2025, the transfer of Daiichi Elektronik shares has been completed. The purchase price of the shares was determined based on the Valuation Report dated 18.02.2025, prepared by KPMG Yönetim Danışmanlığı A.Ş.
It has been decided to assign DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. and to submit this assignment for the approval of the General Assembly with the positive opinion of our Company's Audit Committee;
‐ To audit our Company's financial reports for the 2025 accounting period in accordance with the principles determined based on the Turkish Commercial Code No. 6102, the Capital Markets Law No. 6362 and the Decree Law No. 660 and the secondary legislation provisions in force in this context and
‐ To perform the assurance audit activities of other selected information related to sustainability, including the assurance audit for the sustainability reports for the years 2024 and 2025 to be prepared in accordance with the Turkish Sustainability Reporting Standards published by the Public Oversight, Accounting and Auditing Standards Authority.
Our Company's Ordinary General Assembly for the fiscal period January 1, 2024 – December 31, 2024 was held on April 11, 2025 at 10:00 at the company's headquarter located at the address of Burhaniye Mahallesi, Kısıklı Caddesi, No:65, 34676, Üsküdar, İstanbul.
The Ordinary General Assembly Meeting Minutes containing the decisions taken and the List of Attendees can be accessed on our Corporate Website.
In addition, information and documents regarding the Ordinary General Assembly Meeting Results Notification can be accessed on our Corporate Website at www.doganholding.com.tr.
1) According to the Legal Accounting Records (Statutory Records) kept for the fiscal period 01.01.2024 ‐ 31.12.2024 in accordance with the Tax Legislation, as a result of the inflation adjustment of the balance sheet dated 31.12.2024, a Net Period Loss of 1,516,792,180.90 Turkish Lira has been recorded.
2) According to the accounting records of the consolidated financial statements kept in accordance with the Capital Markets Legislation for the fiscal period 01.01.2024 ‐ 31.12.2024, a Net Distributable Period Profit Including Donations of 4,200,292,101.49 Turkish Lira has been recorded.
In this regard; these issues were approved by our shareholders at the General Assembly.
a) To base the profit distribution on the Statutory Records for the fiscal period 01.01.2024 ‐ 31.12.2024,,
b) To distribute a 'cash dividend' of gross 800,000,000 Turkish Lira (net 680,000,000 Turkish Lira), corresponding to 30.57% gross and 25.98% net of the Issued Capital,
c) To commence the profit distribution no later than September 30, 2025,
d) To cover the proposed distribution amount from the "Net Profit for the Period" account in the records kept in accordance with the Capital Markets Legislation and from the "Extraordinary Reserves" account in the Statutory Records.
'Donation and Aid Policy', accepted by our Company's Board of Directors, was approved by our shareholders at our Company's Ordinary General Assembly Meeting dated April 11, 2025 and entered into force. The details of the relevant policy are accessible through the Public Disclosure Platform (PDP) and our website.
'Disclosure Policy', which was accepted and put into effect by our Company's Board of Directors, was presented to the shareholders at our Company's Ordinary General Assembly Meeting held on April 11, 2025. The details of the relevant policy are accessible through the Public Disclosure Platform (PDP) and our website.
At the Ordinary General Assembly Meeting of our company, it was decided to appoint; ‐ Ms. Hanzade V. DOĞAN BOYNER as the Chairwoman of the Board of Directors and ‐ Ms. Vuslat SABANCI as the Deputy Chairwoman of the Board of Directors. Furthermore; the CVs of Mr. Tolga BABALI and Mr. Murat TALAYHAN, who were elected to the board of directors for the first time at the Ordinary General Assembly Meeting of our Company held on 11.04.2025 will be presented at https://www.doganholding.com.tr/.
It has been decided that the chairman/chairwoman and members of the Committees established within the Board of Directors will be determined as follows:
Ali Fuat ERBİL (Chairman) Murat TALAYHAN (Member)
Ali Aydın PANDIR (Chairman) Ahmet TOKSOY (Member) Tolga BABALI (Member) Bora YALINAY (Member)
Ayşegül İLDENİZ (Chairwoman) Mehmet Murat EMİRDAĞ (Member) Tolga BABALI (Member) Melda ÖZTOPRAK (Member)
The Corporate Governance Committee shall also undertake the responsibilities of 'Nomination Committee' and 'Compensation Committee'.
The establishment of Değer Finansal Danışmanlık A.Ş., in which our company has a 100% share in the capital, with an initial capital of 1,200,000 Turkish Liras, was registered by the Istanbul Trade Registry Office on 22.04.2025.
In relation to the Board of Directors decision on 25/04/2025 regarding the cash capital increase of our Company's subsidiary Ditaş Doğan Yedek Parça İmalat ve Teknik A.Ş. (Ditaş A.Ş.) from TRY 85,000,000 to TRY 255,000,000, the following resolutions have been made:
‐Our Company shall exercise its pre‐emptive rights in full.
‐Our Company shall ensure that any remaining shares, after the sale of shares through the utilization of existing shareholders' pre‐emptive rights, are purchased in accordance with the methods specified in the regulations.
‐The advance capital payment of TRY 114,343,440 which was made by our Company, in cash, to be netted off with the capital injection debt that should result from the abovementioned capital increase and to be utilized in Ditaş A.Ş.'s operations.
JCR Eurasia Rating has reviewed our company's credit ratings and has maintained the Long‐Term National Rating as "AAA (tr)/Stable Outlook", which represents the highest level of investment grade.
The Long‐Term International Foreign Currency and Long‐Term International Local Currency Ratings have been kept unchanged as "BB/Stable Outlook".
Our 70% subsidiary Galata Wind Enerji A.Ş. has completed all procedures and construction works related to the additional capacity investments at 2 different sites: in Mersin and Taşpınar.
Accordingly, following the Ministry approvals, Mersin Wind Power Plant became operational as of May 3rd, 2025, and Phase 2 of the Taşpınar Hybrid Solar Power Plant as of May 1st, 2025.
With these two strategic additions, Galata Wind's total installed electricity generation capacity has increased to 347.9 MW vs 297.2 MW at the end of 2024 — on track with the company's mid‐term target of exceeding 1.000MW capacity.
• Announcement Regarding Karel's Contract Renewal with Key Customer – 07.05.2025 Our 40% subsidiary Karel Elektronik has renewed its Regional Solution Partnership Service Agreement with Turkcell İletişim Hizmetleri A.Ş., Superonline İletişim Hizmetleri A.Ş., and Kule Hizmet ve İşletmecilik A.Ş. The agreement covers malfunction response, maintenance‐repair, and installation services across a total of 57 provinces and is effective as of April 1, 2025. The agreement is based on semi‐annual price adjustments and our revenue expectation over the 3‐year‐term‐contract will be approximately 20 billion TL.
Our company manages the risks it may encounter while conducting its activities in line with the principles of sustainability and efficiency through a proactive approach. In this context, we address our risk management processes under four main categories: financial, operational, compliance, and strategic risks.
Strategic risks encompass structural risks that could hinder our company's achievement of its long‐term objectives. Changes in market conditions, competitive environment, technological developments, and economic factors are among these risks. The management of strategic risks is carried out in an integrated manner with our company's strategic planning processes and is reviewed regularly.
Financial risks include factors that could affect our company's financial performance and liquidity. Exchange rate fluctuations, changes in interest rates, volatility in commodity prices, and counterparty risks are evaluated within this scope. These risks are monitored regularly and managed using appropriate financial instruments when necessary. Moreover, to ensure that financial risks remain within defined limits, monitoring and management activities are conducted both at the company level and on a consolidated basis through various financial indicators.
Operational risks cover risks arising from internal processes, people, systems, or external events that the company may encounter during its daily operations. These risks include information technology risks, human resource management risks, and disruptions in processes. Standard approaches are implemented to identify, measure, and manage operational risks, and actual and potential loss data related to operational risks are collected.
Compliance risks involve the risks our company may face if it fails to comply with legal regulations and internal policies and procedures. The management of these risks is ensured through close monitoring of regulatory changes, the effectiveness of internal control systems, and regular audits. Effective management of compliance risks is of great importance for protecting our company's reputation and fulfilling its legal obligations.
Our company continuously improves its risk management processes and ensures alignment with international standards. In doing so, the effective management of risks and the achievement of our company's sustainable growth objectives are secured.
In the first quarter of 2025, the Internal Audit unit operating under the Internal Audit, Risk Management, and Compliance Vice Presidency of Doğan Holding continued to evaluate the effectiveness of the risk management, control, and governance processes of the group companies. In line with the annual audit plan approved by the Board of Directors, an audit was conducted and the relevant reports were prepared. The Audit Committee held two meetings during the period to oversee the effectiveness of the audit processes. The Committee for Early Risk Detection held a meeting during the relevant period.
The Corporate Governance Compliance Report for the 2024 fiscal year, prepared in accordance with the Capital Markets Board's Decision dated 10 January 2019 and numbered 2/49, and approved by the Board of Directors of Doğan Holding, was published on the Public Disclosure Platform (PDP) on 10 March 2025. In addition, developments regarding corporate governance practices during the period were disclosed to the public via update notifications made through the relevant section on PDP.
There were no changes in compliance with corporate governance principles during the first quarter of 2025.
Transactions with related parties are disclosed in Note 20 – Related Party Disclosures of the notes to the consolidated financial statements for the interim accounting period between 01.01.2025 and 31.03.2025."
Not applicable.
The Corporate Governance Committee held three meetings during the period within the scope of its duties and responsibilities, aiming to enhance compliance with corporate governance principles, improve management processes, and ensure the effective management of stakeholder relations. In addition, the Committee closely monitored processes related to shareholder relations, public disclosure activities, and the management of stakeholder expectations.
The provisions set aside for lawsuits filed against the Group and related compensations are disclosed in the notes to the consolidated financial statements for the interim period ended 31 March 2025, under Note 12 – Provisions, Contingent Assets and Liabilities / (a) Lawsuits.
1) According to the Legal Accounting Records (Statutory Records) kept for the fiscal period 01.01.2024 ‐ 31.12.2024 in accordance with the Tax Legislation, as a result of the inflation adjustment of the balance sheet dated 31.12.2024, a Net Period Loss of 1,516,792,180.90 Turkish Lira has been recorded.
2) According to the accounting records of the consolidated financial statements kept in accordance with the Capital Markets Legislation for the fiscal period 01.01.2024 ‐ 31.12.2024, a Net Distributable Period Profit Including Donations of 4,200,292,101.49 Turkish Lira has been recorded.
In this regard; these issues were approved by our shareholders at the General Assembly.
a) To base the profit distribution on the Statutory Records for the fiscal period 01.01.2024 ‐ 31.12.2024,,
b) To distribute a 'cash dividend' of gross 800,000,000 Turkish Lira (net 680,000,000 Turkish Lira), corresponding to 30.57% gross and 25.98% net of the Issued Capital,
c) To commence the profit distribution no later than September 30, 2025,
d) To cover the proposed distribution amount from the "Net Profit for the Period" account in the records kept in accordance with the Capital Markets Legislation and from the "Extraordinary Reserves" account in the Statutory Records.
| DOGAN ŞİRKETLER GRUBU HOLDING A.Ş. 2024 Dividend Payment Table (TL) | ||||
|---|---|---|---|---|
| Paid-In / Issued Capital | 2.616.996.091,00 | |||
| N | Total Legal Reserves (According to Legal Records) | 523.399.218,20 | ||
| Information on privileges in dividend distribution, if any, in the Articles of Association: | ||||
| Based on CMB | Based on Legal | |||
| Regulations | Records | |||
| ਡ | Current Period Profit | 4.340.789.000,00 | -1.516.792.180,90 | |
| Taxes Payable (-) | -885.054.000,00 | 0.00 | ||
| Non-Controlling Interests | -861.536.000,00 | |||
| ਦੇ | Net Current Period Profit | 4.317.271.000,00 | -1.516.792.180,90 | |
| e | Losses in Previous Years (-) | 0,00 | 0,00 | |
| Primary Legal Reserve (-) | 0.00 | 0.00 | ||
| 8 | Net Distributable Current Period Profit | 4.155.206.035,69 | -1.516.792.180,90 | |
| Dividend Advance Distributed (-) | 0,00 | 0,00 | ||
| Dividend Advance Less Net Distributable Current Period Profit | 4.155.206.035,69 | -1.516.792.180,90 | ||
| க | Donations Made During The Year ( + ) | 45.086.065,80 | ||
| 10 Donation-Added Net Distributable Current Period Profit on w hich First Dividend Is Calculated | 4.200.292.101,49 | |||
| 11 | First Dividend to Shareholders | 800.000.000,00 | ||
| Cash | 800.000.000,00 | |||
| Stock | ||||
| Total | 800.000.000,00 | |||
| 12 Dividend Distributed to Ow ners of Privileged Shares | ||||
| 13 | Other Dividend Distributed | |||
| To the Members of the Board of Directors | ||||
| To the Employees | ||||
| To Non-Shareholders | ||||
| 14 Dividend to Ow ners of Redeemed Shares | ||||
| 15 Second Dividend to Shareholders | ||||
| 16 Secondary Legal Reserves | ||||
| 17 Statutory Reserves | ||||
| 18 Special Reserves (Reserve Allocated for Repurchased Shares) | 162.064.964,31 | 162.064.964.31 | ||
| 19 Extraordinary Reserves | 3.355.206.035,69 | |||
| Prior Years' Profits or Losses | -1.516.792.180,90 | |||
| 20 Other Distributable Resources | 800.000.000,00 |
| Dividend Payment Rates Table | |||||||
|---|---|---|---|---|---|---|---|
| Group | TOTAL DIVIDEND AMOUNT (TL) | TOTAL DIVIDEND AMOUNT (TL) / NET DISTRIBUTABLE CURRENT PERIOD PROFIT (%) |
DIVIDEND TO BE PAID FOR SHARE WITH PAR VALUE OF 1 TL - NET (TL) |
||||
| Cash (TL) | Stock (TL) | Ratio (%) | Amount (TL) | Ratio (%) | |||
| Gross | 800.000.000 | 0.00 | 19.25 | 0,3056940 | 3,056,940 | ||
| NET | TOTAL | 680.000.000 | 0.00 | 16.37 | 0.2598399 | 2.598.399 |
The "Share Buyback Program" adopted by our Company's Board of Directors was approved by our shareholders at the Ordinary General Assembly Meeting held on April 11, 2025. The details of the program are available on the Public Disclosure Platform (KAP) and our corporate website. In summary, a new share buyback program was approved with a maximum allocation of TRY 1.5 billion and a buyback limit of 100 million shares, valid for a maximum period of three years from the date of the General Assembly. The purpose of the program is to support the stable formation of the share price.
A summary of the share buybacks conducted in 2025 is provided below, and the details of each transaction were disclosed on the Public Disclosure Platform (PDP) on the respective transaction dates:
| Amount | Average | Average | Amount | Amount | Share in | |
|---|---|---|---|---|---|---|
| Date | Bought (Lot) | Price (TL) | Price (USD) | Bought (TL) | Bought (USD) | Capital |
| 21.03.2025 | 275,000 | 13.62 | 0.36 | 3,746,188 | 98,974 | 0.01% |
| 26.03.2025 | 760,000 | 14.91 | 0.39 | 11,330,232 | 298,725 | 0.03% |
| 28.03.2025 | 240,000 | 15.72 | 0.42 | 3,772,560 | 99,894 | 0.01% |
| 02.04.2025 | 235,000 | 15.72 | 0.42 | 3,804,204 | 100,492 | 0.01% |
| 03.04.2025 | 602,000 | 16.19 | 0.43 | 9,645,605 | 254,745 | 0.02% |
| 04.04.2025 | 695,500 | 16.40 | 0.43 | 11,404,330 | 301,331 | 0.03% |
| 07.04.2025 | 1,155,000 | 16.46 | 0.43 | 19,012,455 | 501,211 | 0.04% |
| 11.04.2025 | 355,615 | 16.51 | 0.44 | 5,870,421 | 154,863 | 0.01% |
| 2025 Ytd Total | 4,318,115 | 15.88 | 0.42 | 68,585,995 | 1,810,235 | 0.17% |
Total since initiation 44,322,953 1.69%
The unaudited Consolidated Financial Statements of Doğan Şirketler Grubu Holding A.Ş. for the interim accounting period between 01.01.2025 and 31.03.2025, prepared in accordance with the presentation principles set forth in the Capital Markets Board's Communiqué No. II‐14.1 "Principles Regarding Financial Reporting in Capital Markets," and in compliance with the Turkish Accounting Standards and Turkish Financial Reporting Standards ("TFRS") issued by the Public Oversight, Accounting and Auditing Standards Authority (KGK), based on Article 9(b) of Decree Law No. 660, and the 2024 TFRS Taxonomy as determined and publicly announced by KGK's decision dated 03.07.2024, as well as the unaudited Activity Report for the same period, have been reviewed by us. Within the scope of the information we possess in line with our duties and responsibilities:
have been determined.
Chairman of the Audit Committee Member of the Audit Committee
Member Responsible for Financial Affairs Budget Analysis
CFO and Executive Committee Vice President of Financial Reporting and
DOĞAN ŞİRKETLER GRUBU HOLDİNG A.Ş.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AT 1 JANUARY - 31 MARCH 2025
| CONTENTS | PAGES |
|---|---|
| CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION |
1-2 |
| CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS |
3 |
| CONDENSED CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME |
4 |
| CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
5-6 |
| CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW |
7-8 |
| NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
9-49 |
(Amounts expressed in thousands of Turkish Lira ("TRY") with the purchase power of 31 March 2025, unless otherwise indicated. Currencies other than TRY, expressed in thousands unless otherwise indicated.)
| Unaudited | Audited | ||
|---|---|---|---|
| Current Period | Prior Period | ||
| ASSETS | Notes | 31 March 2025 | 31 December 2024 |
| Current assets | 92,609,306 | 91,592,489 | |
| Cash and cash equivalents | 5 | 25,797,575 | 28,438,294 |
| Financial investments | 6 | 30,451,620 | 29,765,062 |
| Trade receivables | |||
| - Due from related parties | 19 | 40,972 | 12,987 |
| - Due from third parties | 8 | 6,687,040 | 8,181,802 |
| Receivables from finance sector operations | |||
| - Due from related parties from finance sector operations | 19 | 82,101 | 51,151 |
| - Due from third parties from finance sector operations | 10,049,596 | 8,887,300 | |
| Balances with the Central Bank of the Republic of Turkey | 702,902 | 98,464 | |
| Other receivables | |||
| - Due from related parties | 55,429 | 60,787 | |
| - Due from third parties | 336,819 | 537,605 | |
| Inventories | 9 | 9,981,917 | 8,157,393 |
| Prepaid expenses | 3,694,838 | 3,165,587 | |
| Derivative instruments | 27,016 | 8,125 | |
| Biological assets | 28,555 | 12,148 | |
| Assets related to current tax | 295,682 | 282,731 | |
| Other current assets | 4,377,244 | 3,933,053 | |
| Non-current assets | 60,978,201 | 62,129,493 | |
| Other receivables | |||
| - Due from third parties | 370,294 | 330,775 | |
| Financial investments | 6 | 1,520,650 | 1,541,569 |
| Investments accounted for by the equity method | 1,799,511 | 1,941,120 | |
| Investment properties | 10 | 7,882,004 | 7,880,057 |
| Property, plant and equipment | 11 | 23,659,322 | 24,629,476 |
| Intangible assets | |||
| - Other intangible assets | 11 | 20,661,076 | 19,965,079 |
| - Goodwill | 2,045,107 | 2,045,107 | |
| Rights of use assets | 1,820,231 | 1,987,456 | |
| Prepaid expenses | 264,161 | 407,748 | |
| Derivative instruments | 98,986 | 102,069 | |
| Deferred tax asset | 696,479 | 1,152,660 | |
| Other non-current assets | 160,380 | 146,377 | |
| TOTAL ASSETS | 153,587,507 | 153,721,982 |
The condensed consolidated financial statements as of and for the period ended 31 March 2025 have been approved by the Board of Directors on 8 May 2025.
(Amounts expressed in thousands of Turkish Lira ("TRY") with the purchase power of 31 March 2025, unless otherwise indicated. Currencies other than TRY, expressed in thousands unless otherwise indicated.)
| Unaudited | Audited | ||
|---|---|---|---|
| Current Period | Prior Period | ||
| LIABILITIES | Notes | 31 March 2025 | 31 December 2024 |
| Short-term liabilities | 54,912,342 | 53,749,704 | |
| Short-term borrowings | |||
| - Short-term borrowings from third parties - Bank borrowings |
7 | 16,805,412 | 17,499,828 |
| - Issued debt instruments | 7 | 2,116,802 | 1,057,474 |
| - Lease borrowings | 240,855 | - | |
| Short-term portion of long-term borrowings | |||
| - Short-term portion of long-term borrowings from related parties | |||
| - Lease borrowings | 7, 19 | 10,474 | 11,480 |
| - Short-term portion of long-term borrowings from third parties | |||
| - Bank borrowings | 7 | 2,159,867 | 3,112,874 |
| - Lease borrowings | 7 | 174,167 | 450,214 |
| Other financial liabilities | 997 | 1,048 | |
| Trade payables | |||
| - Due to related parties | 19 | 373 | 305 |
| - Due to third parties Payables from finance sector operations |
8 | 5,841,520 | 5,069,375 |
| - Due to related parties | 200 | 80 | |
| - Due to third parties | 1,225,124 | 1,164,284 | |
| Employee benefits payables | 633,125 | 1,034,250 | |
| Deferred income (Except obligations arising from customer contracts) | |||
| - Deferred income from related parties (Except obligations arising from customer contracts) | - | 48,657 | |
| - Deferred income from third parties (Except obligations arising from customer contracts) | 1,525,347 | 2,152,918 | |
| Derivative instruments | 168,076 | 13,636 | |
| Other payables | |||
| - Due to related parties | - | 71,394 | |
| - Due to third parties | 993,177 | 1,035,287 | |
| Current income tax liability | 394,959 | 395,720 | |
| Short-term provisions | |||
| - Short-term provisions for employment benefits | 497,150 | 455,058 | |
| - Other short-term provisions Other short term liabilities |
12 | 21,775,697 | 19,752,418 |
| 349,020 | 423,404 | ||
| Long-term liabilities | 18,229,025 | 18,482,864 | |
| Long-term borrowings | |||
| - Long-term borrowings from related parties | |||
| - Lease borrowings | 7, 19 | 59,637 | 68,569 |
| - Long-term borrowings from third parties | |||
| - Bank borrowings | 7 | 10,009,516 | 10,559,723 |
| - Lease borrowings | 7 | 858,288 | 815,614 |
| Trade payables | |||
| - Due to third parties | 167,905 | 23,634 | |
| Other payables | |||
| - Due to third parties | 18,972 | 19,705 | |
| Deferred income (Except obligations arising from customer contracts) - Deferred income from related parties (Except obligations arising from customer contracts) |
374 | 1,401 | |
| - Deferred income from third parties (Except obligations arising from customer contracts) | 5,805 | 15,202 | |
| Long-term provisions | |||
| - Long-term provisions for employment benefits | 943,753 | 937,831 | |
| Deferred tax liability | 6,164,775 | 6,041,185 | |
| EQUITY | 80,446,140 | 81,489,414 | |
| Equity attributable to equity holders of the parent company | 68,881,579 | 69,807,591 | |
| Share capital | 14 | 2,616,996 | 2,616,996 |
| Adjustments to share capital | 14 | 53,743,094 | 53,743,094 |
| Repurchased shares (-) | 14 | (609,332) | (590,482) |
| Share premiums (discounts) | 2,246,018 | 2,246,018 | |
| Other comprehensive income (losses) that | |||
| will not be reclassified in profit or loss | |||
| - Gains (losses) on revaluation of property, plant and equipment | 9,278 | 9,278 | |
| - Actuarial gains (losses) on defined benefit plans | (392,280) | (392,280) | |
| Other comprehensive income (losses) that will be reclassified in profit or loss | |||
| - Currency translation differences - Gain (loss) on revaluation and reclassification of financial assets held for sale |
(2,420,118) | (1,970,488) | |
| Restricted reserves | (21,278) 19,310,713 |
(83,512) 19,291,863 |
|
| Retained earnings or accumulated losses | (5,081,746) | (9,814,604) | |
| Net profit or loss for the period | (519,766) | 4,751,708 | |
| Non-controlling interests | 11,564,561 | 11,681,823 | |
| TOTAL LIABILITIES | 153,587,507 | 153,721,982 |
(Amounts expressed in thousands of Turkish Lira ("TRY") with the purchase power of 31 March 2025, unless otherwise indicated. Currencies other than TRY, expressed in thousands unless otherwise indicated.)
| Notes | Unaudited Current Period 1 January- 31 March 2025 |
Unaudited Prior Period 1 January 31 March 2024 |
|
|---|---|---|---|
| Profit or Loss Revenue |
11,104,070 | 19,747,779 | |
| Revenue From Finance Sector Operations | 7,935,281 | 4,600,810 | |
| Total Revenue | 4 | 19,039,351 | 24,348,589 |
| Cost of Sales (-) | (9,525,044) | (17,301,445) | |
| Cost of Finance Sector Operations (-) | (6,568,576) | (3,550,839) | |
| Total Costs | 4 | (16,093,620) | (20,852,284) |
| Gross Profit/(Loss) (Non-Finance) | 1,579,026 | 2,446,334 | |
| Gross Profit/(Loss) (Finance) | 1,366,705 | 1,049,971 | |
| Gross Profit | 4 | 2,945,731 | 3,496,305 |
| Research and Development Expenses (-) General Administrative Expenses (-) |
(59,547) (1,246,157) |
(94,629) (967,647) |
|
| Marketing Expenses (-) | (1,250,883) | (1,409,312) | |
| Other Income From Operating Activities | 15 | 3,141,122 | 2,298,977 |
| Other Expenses From Operating Activities (-) | 15 | (1,215,242) | (634,180) |
| Share of Gain (Loss) on Investments | |||
| Accounted for by the Equity Method | 4 | (141,607) | (493,271) |
| Operating Profit | 2,173,417 | 2,196,243 | |
| Income and Expenses from Investment Activities (net) | 16 | 1,206,035 | 2,620,517 |
| Operating Profit (Loss) Before Finance (Expense)/Income |
3,379,452 | 4,816,760 | |
| Finance Income and Expenses (net) | 17 | (2,413,996) | (2,837,213) |
| Monetary gain/(loss), net | (755,083) | 163,596 | |
| Profit (Loss) Before Taxation | |||
| From Continued Operations | 4 | 210,373 | 2,143,143 |
| Tax Income/(Expense) From Continued Operations | (850,532) | (834,178) | |
| Tax Income/(Expense) for the Period | (564,916) | (440,622) | |
| Deferred Tax Income/(Expense) | (285,616) | (393,556) | |
| Profit/(Loss) For The Period From Continued Operations | (640,159) | 1,308,965 | |
| Profit/(Loss) For The Period | (640,159) | 1,308,965 | |
| Allocation of Profit/(Loss) For The Period | |||
| Attributable to Non-Controlling Interests | (120,393) | (3,407) | |
| Attributable to Equity Holders of the | (519,766) | 1,312,372 | |
| Parent Company Gain/(Loss) Per Share Attributable |
|||
| to Equity Holders of the Parent Company | 18 | (0.2017) | 0.5081 |
(Amounts expressed in thousands of Turkish Lira ("TRY") with the purchase power of 31 March 2025, unless otherwise indicated. Currencies other than TRY, expressed in thousands unless otherwise indicated.)
| Notes | Unaudited Current Period 1 January- 31 March 2025 |
Unaudited Prior Period 1 January 31 March 2024 |
|
|---|---|---|---|
| Profit/(Loss) For The Period | (640,159) | 1,308,965 | |
| OTHER COMPREHENSIVE INCOME | |||
| That will not be reclassified as profit or loss | |||
| Defined benefit plans re-measurement gains/(losses) | - | 53,471 | |
| - Gains (losses) on revaluation of property, plant and | |||
| equipment | 11 | - | 107,632 |
| Taxes on other comprehensive income that will not be reclassified in profit or loss |
|||
| - Tax effect of gains (losses) | |||
| on revaluation of property, plant and equipment | 11 | - | (26,908) |
| - Tax effect of actuarial gains (losses) | |||
| on defined benefit plans | - | (13,368) | |
| That will be reclassified as profit or loss | |||
| Currency translation differences | (446,499) | (3,322,339) | |
| Gain/(loss) on revaluation and/or | |||
| reclassification of financial assets available for sale | 82,979 | (329,611) | |
| Taxes related to other comprehensive income | |||
| that will be reclassified as profit or loss | |||
| Taxes related to other comprehensive income | |||
| that will be reclassified as profit or loss | |||
| and/or reclassification of financial assets available for sale | (20,745) | 82,402 | |
| OTHER COMPREHENSIVE INCOME/(LOSS) | (384,265) | (3,448,721) | |
| TOTAL COMPREHENSIVE INCOME/(LOSS) | (1,024,424) | (2,139,756) | |
| Allocation of Total Comprehensive Income/(Loss) | |||
| Attributable to Non-Controlling Interests | (117,262) | (223,386) | |
| Attributable to Equity Holders of the Parent Company | (907,162) | (1,916,370) |
(Amounts expressed in thousands of Turkish Lira ("TRY") with the purchase power of 31 March 2025, unless otherwise indicated. Currencies other than TRY, expressed in thousands unless otherwise indicated.)
| Accumulated other comprehensive income or loss that will not be reclassified to profit or loss |
Accumulated other comprehensive income or loss that will be reclassified to profit or loss |
Retained earnings | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Notes Share Capital | Adjustments to share capital |
Repurchased shares |
Share premiums/ discounts |
Revaluation Fund |
Shares not classified as profit or loss from other comprehensive income of investments accounted for by the equity method |
Actuarial gains/(losses) on defined benefit plans |
Gains/(losses) on revaluation and/or reclassification of financial assets available for sale |
Currency translation differences |
Restricted reserves |
Retained earnings/ accumulated (losses) |
Net profit/(loss) for the period |
Equity attributable to equity holders of the parent company |
Non controlling interest |
Equity | ||||
| Balance at 1 January 2025 | 14 | 2,616,996 | 53,743,094 | (590,482) | 2,246,018 | 9,278 | - | (392,280) | (83,512) | (1,970,488) | 19,291,863 | (9,814,604) | 4,751,708 | 69,807,591 | 11,681,823 | 81,489,414 | ||
| Transfers Repurchased of own shares during the period |
- - |
- - |
- (18,850) |
- - |
- - |
- - |
- - |
- - |
- - |
- 18,850 |
4,751,708 (18,850) |
(4,751,708) - |
- (18,850) |
- - |
- (18,850) |
|||
| Total comprehensive income/(loss) | - | - | - | - | - | - | - | 62,234 | (449,630) | - | - | (519,766) | (907,162) | (117,262) | (1,024,424) | |||
| Profit/(loss) for the period | - | - | - | - | - | - | - | - | - | - | - | (519,766) | (519,766) | (120,393) | (640,159) | |||
| Other comprehensive income/(loss) | - | - | - | - | - | - | - | 62,234 | (449,630) | - | - | - | (387,396) | 3,131 | (384,265) | |||
| Currency translation differences | - | - | - | - | - | - | - | - | (449,630) | - | - | - | (449,630) | 3,131 | (446,499) | |||
| Change in financial asset revaluation | - | - | - | - | - | - | - | 62,234 | - | - | - | - | 62,234 | - | 62,234 | |||
| Balance at 31 March 2025 | 14 | 2,616,996 | 53,743,094 | (609,332) | 2,246,018 | 9,278 | - | (392,280) | (21,278) | (2,420,118) | 19,310,713 | (5,081,746) | (519,766) | 68,881,579 | 11,564,561 | 80,446,140 |
(Amounts expressed in thousands of Turkish Lira ("TRY") with the purchase power of 31 March 2025, unless otherwise indicated. Currencies other than TRY, expressed in thousands unless otherwise indicated.)
| Accumulated other comprehensive income or loss that will not be reclassified to profit or loss |
Accumulated other comprehensive income or loss that will be reclassified to profit or loss |
Retained earnings | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Notes Share Capital | Adjustments to share capital |
Repurchased shares |
Share premiums/ discounts |
Revaluation Fund |
Shares not classified as profit or loss from other comprehensive income of investments accounted for by the equity method |
Actuarial gains/(losses) on defined benefit plans |
Gains/(losses) on revaluation and/or reclassification of financial assets available for sale |
Currency translation differences |
Restricted reserves |
Retained earnings/ accumulated (losses) |
Net profit/(loss) for the period |
Equity attributable to equity holders of the parent company |
Non controlling interest |
Equity | ||
| Balance at 1 January 2024 (Previously reported) | 14 | 2,616,996 | 53,743,094 | (360,447) | 2,246,020 | - | (16,538) | (202,029) | (284,944) | 21,245,020 | 14,723,615 (17,228,371) | 471,310 | 76,953,726 | 10,916,582 | 87,870,308 | |
| Restatement effect (Note 2.1.5) | - | - | - | - | - | - | - | - (11,677,402) | - | 12,380,044 | (702,642) | - | - | - | ||
| Balance at 1 January 2024 (Restated) | 2,616,996 | 53,743,094 | (360,447) | 2,246,020 | - | (16,538) | (202,029) | (284,944) | 9,567,618 | 14,723,615 | (4,848,327) | (231,332) | 76,953,726 | 10,916,582 | 87,870,308 | |
| Transfers Repurchased of own shares during the period Total comprehensive income/(loss) |
- - - |
- - - |
- (210,111) - |
- - - |
- - 55,088 |
- - 2,000 |
- - 16,040 |
- - (249,209) |
- - (3,052,661) |
4,358,137 210,111 - |
(3,886,827) (210,111) - |
(471,310) - 1,312,372 |
- (210,111) (1,916,370) |
- - (223,386) |
- (210,111) (2,139,756) |
|
| Profit/(loss) for the period | - | - | - | - | - | - | - | - | - | - | - | 1,312,372 | 1,312,372 | (3,407) | 1,308,965 | |
| Other comprehensive income/(loss) | - | - | - | - | 55,088 | 2,000 | 16,040 | (249,209) | (3,052,661) | - | - | - | (3,228,742) | (219,979) | (3,448,721) | |
| Currency translation differences | - | - | - | - | - | - | - | - | (3,052,661) | - | - | - | (3,052,661) | (269,678) | (3,322,339) | |
| Defined benefit plans re-measurement gains/(losses) | - | - | - | - | - | - | 16,040 | - | - | - | - | - | 16,040 | 24,063 | 40,103 | |
| Property, plant and equipment revaluation fund | - | - | - | - | 55,088 | - | - | - | - | - | - | - | 55,088 | 25,636 | 80,724 | |
| Change in financial asset revaluation | - | - | - | - | - | 2,000 | - | (249,209) | - | - | - | - | (247,209) | - | (247,209) | |
| Balance at 31 March 2024 | 14 | 2,616,996 | 53,743,094 | (570,558) | 2,246,020 | 55,088 | (14,538) | (185,989) | (534,153) | 6,514,957 | 19,291,863 | (8,945,265) | 609,730 | 74,827,245 | 10,693,196 | 85,520,441 |
(Amounts expressed in thousands of Turkish Lira ("TRY") with the purchase power of 31 March 2025, unless otherwise indicated. Currencies other than TRY, expressed in thousands unless otherwise indicated.)
| Notes | Unudited Current Period 1 January - 31 March 2025 |
Unudited Prior Period 1 January - 31 March 2024 |
|
|---|---|---|---|
| A. Net Cash from Operating Activities | 1,315,580 | 10,127,228 | |
| Profit/(loss) for the period | (640,159) | 1,308,965 | |
| Profit/(loss) for the period from continued operations | (640,159) | 1,308,965 | |
| Adjustments regarding reconciliation of net profit (loss) for the period | 3,667,625 | 8,738,456 | |
| Adjustments related to depreciation and amortization | 4 | 1,400,370 | 1,194,812 |
| Adjustments related to provisions | |||
| - Adjustments related to provisions for employee benefits | 48,014 | (84,491) | |
| - Adjustments related to provisions (reversal) for lawsuits and/or penalty | 12 | 51,554 | 7,031 |
| - Insurance technical provisions | 12 | 1,955,947 | 426,552 |
| - Adjustments related to other provisions (reversals) | 57,112 | 49,081 | |
| Adjustments related to interest (income) and expenses | |||
| - Adjustments related to interest income | 15, 16 | (3,116,415) . | (952,095) |
| - Adjustments related to interest expenses | 17 | 1,032,080 | 1,938,863 |
| - Due date difference expense due to purchases with maturity | 15 | 102 | 8,915 |
| - Due date difference income due from sales with maturity | 15 | (12,416) | (75) |
| Adjustments related to changes in unrealised foreign exchange differences | - | 486,552 | |
| Adjustments related to fair value (gains) losses | (269,514) | (887,393) | |
| Adjustments related to losses (gains) on disposal of non-current assets | 16 | (11,390) | (3,230) |
| Adjustments related to undistributed profits of investments accounted for by the equity method | 141,607 | 493,271 | |
| Adjustments related to tax income (expense) | 850,532 | 834,180 | |
| Monetary gain/loss | 1,540,042 | 5,226,483 | |
| Changes in working capital | (4,039,114) | (727,944) | |
| (613,440) | 71,974 | ||
| Decrease (increase) in the balances with the Central Bank of the Republic of Turkey | (2,010,467) | (797,627) | |
| Decrease (increase) in receivables from finance sector operations Adjustments for decrease/(increase) in inventories |
(1,801,167) | 411,435 | |
| Adjustments for decrease/(increase) in trade receivables | |||
| - (Increase)/decrease in trade receivables from related parties | (29,172) | 557 | |
| - (Increase)/decrease in trade receivables from non-related parties | 710,740 | (867,249) | |
| Increase (decrease) in payables due to employee benefits | (306,439) | (218,087) | |
| Adjustments regarding decrease/(increase) in other receivables on operations | |||
| - Increase/(decrease) in other receivables regarding operations with related parties | (200) | 6,954 | |
| - Increase/(decrease) in other receivables regarding operations with non-related parties | 81,873 | (3,777) | |
| Adjustments regarding increase (decrease) in trade payables | |||
| - Increase/(decrease) in trade payables from related parties | 96 | (7,462) | |
| - Increase/(decrease) in trade payables from non-related parties | 1,235,523 | (946,461) | |
| Decrease (increase) in receivables from finance sector operations | 167,288 | 355,427 | |
| Adjustments regarding increase (decrease) in other payables on operations | |||
| - Increase/(decrease) in other payables regarding operations with related parties | (64,867) | 761 | |
| - Increase/(decrease) in other payables regarding operations with non-related parties | 53,613 | (377,231) | |
| Adjustments for other increase (decrease) in working capital | |||
| - Increase/(decrease) in other assets regarding operations | (886,599) | 1,280,274 | |
| - Increase/(decrease) in other liabilities regarding operations | (575,896) | 362,568 | |
| Net Cash from Operating Activities | (1,011,648) | 9,319,477 | |
| Income tax refunds (payments) | (529,497) | (7,415) | |
| Interest received | 2,856,725 | 815,166 |
(Amounts expressed in thousands of Turkish Lira ("TRY") with the purchase power of 31 March 2025, unless otherwise indicated. Currencies other than TRY, expressed in thousands unless otherwise indicated.)
| Unudited Current Period 1 January - |
Unudited Prior Period 1 January - |
||
|---|---|---|---|
| Notes | 31 March 2025 | 31 March 2024 | |
| B. Net Cash from Investing Activities | (2,282,801) | (9,153,923) | |
| Cash inflow due to sale of property, plant, equipment and intangible assets | 11 | 719,440 | 691,795 |
| Cash outflows from purchase of property, plant, equipment and intangible assets | 11 | (1,673,423) | (3,262,761) |
| Cash inflow due to sale of shares or debt instruments of other enterprises or funds | 6 | 2,687,614 | 2,760,925 |
| Cash outflows from acquisition of shares or debt instruments of other enterprises or funds | 6 | (4,016,432) | (6,371,283) |
| Other cash inflows/(outflows) | - | (2,972,599) | |
| C. Net Cash from Financing Activities | (905,299) | (447,197) | |
| Proceeds from borrowings (net) | |||
| - Cash inflows from borrowings | - | 1,548,916 | |
| - Cash outflows from loan repayments Cash outflows from the purchase of the company's own shares and other equity instruments |
(115,010) | - | |
| Cash outflows from the purchase of the company's own shares | (18,850) | (210,111) | |
| Cash outflows from payments of lease liabilities | 7 | (233,761) | (58,222) |
| Interest paid | (537,678) | (1,727,780) | |
| NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS BEFORE THE EFFECT | |||
| OF CURRENCY TRANSLATION DIFFERENCES (A+B+C) | (1,872,520) | 526,108 | |
| D. THE EFFECT OF CURRENCY TRANSLATION RESERVES ON CASH AND CASH | |||
| EQUIVALENTS | 1,831,844 | (3,052,661) | |
| MONETARY GAIN/(LOSS) OVER CASH AND CASH EQUIVALENTS | (2,600,043) | (3,619,218) | |
| NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (A+B+C+D) | (2,640,719) | (6,145,771) | |
| E. CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD | 5 | 28,438,294 | 19,264,421 |
| F. CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD (A+B+C+D+E) | 5 | 25,797,575 | 13,118,650 |
(Amounts expressed in thousands of Turkish Lira ("TRY") with the purchase power of 31 March 2025, unless otherwise indicated. Currencies other than TRY, expressed in thousands unless otherwise indicated.)
Doğan Şirketler Grubu Holding A.Ş. ("Doğan Holding", "Holding" or the "Group") was established on 22 September 1980 and is registered in Turkey. Main operating activity of the Holding is to invest in various sectors via associates, to provide all necessary support to its subsidiaries and joint ventures in order to develop their activities.
Doğan Holding is registered with the Capital Markets Board ("CMB") and its shares have been quoted on Borsa İstanbul ("Borsa İstanbul") since 21 June 1993. Within the frame of Resolution No, 21/655 dated 23 July 2010 of CMB with the decision on 30 October 2014 numbered 31/1059; according to the records of Central Registry Agency ("CRA"), 35.70% shares of Doğan Holding are to be considered in circulation as of 31 March 2025 (31 December 2024: 35.70%). As of 8 May 2025, circulation rate of shares are 35.66%.
The address of Holding is as follows:
Burhaniye Mahallesi Kısıklı Caddesi No: 65 Üsküdar 34676 İstanbul
As of 31 March 2025, the total number of personnel in the domestic and abroad subsidiaries and associates of the Group, that are consolidated, is 7,352 (domestic 7,006) (31 December 2024: 7,498; domestic 7,135). Holding has 53 employees (31 December 2024: 51 employees).
The natures of the business, segment and countries of the subsidiaries ("Subsidiaries") and joint ventures ("Joint Ventures") of Doğan Holding are as follows:
| Subsidiaries | Nature of business | Country |
|---|---|---|
| Galata Wind Enerji A.Ş. ("Galata Wind") | Energy | Turkey |
| Sunflower Solar Güneş Enerjisi Sistemleri Ticaret A. Ş. ("Sunflower") | Energy | Turkey |
| Gökova Elektrik Üretim ve Ticaret A.Ş.("Gökova Elektrik") | Energy | Turkey |
| Galata Wind Energy Global BV ("Galata Wind Global") | Energy | Holland |
| Nova Grup Enerji Yatırımları A.Ş. ("Nova") | Energy | Turkey |
| Avrupa Grup Enerji Yatırımları A.Ş. ("Avrupa") | Energy | Turkey |
| Sunspark Gmbh ("Sunspark") | Energy | Germany |
| Joint Ventures | Nature of business | Country |
| Boyabat Elektrik Üretim ve Ticaret A.Ş. ("Boyabat Elektrik") Aslancık Elektrik Üretim A.Ş. ("Aslancık Elektrik") |
Energy Energy |
Turkey Turkey |
(Amounts expressed in thousands of Turkish Lira ("TRY") with the purchase power of 31 March 2025, unless otherwise indicated. Currencies other than TRY, expressed in thousands unless otherwise indicated.)
Dogan Media International S.A. ("Kanal D Romanya") TV publishing Romania Rapsodi Radyo ve Televizyon Yayıncılık A.Ş. ("Rapsodi Radyo") Radio publishing Turkey Glokal Dijital Hizmetler Pazarlama ve Ticaret A.Ş. ("Hepsi Emlak") Internet services Turkey DMC Invest B.V. ("DMC Invest") Investment Holland Dogan Media Invest B.V. ("Dogan Media Invest") Investment Holland Glocal Invest B.V. ("Glocal Invest") (1) Investment Holland DG Invest B.V. ("DG Invest") Investment Holland Doğan Yayınları Yayıncılık ve Yapımcılık Ticaret A.Ş. ("Doğan Yayıncılık") Magazine publishing Turkey 360 Sağlık ve Turizm Hizmetleri A.Ş. ("Tele Sağlık") Health services Turkey
| Ditaş Doğan Yedek Parça İmalat ve Teknik A.Ş. ("Ditaş Doğan") | Production | Turkey |
|---|---|---|
| Profil Sanayi ve Ticaret A.Ş.("Profil Sanayi") | Production | Turkey |
| Profilsan GmbH ("Profilsan GmbH") | Foreign Trade | Germany |
| Doğan Dış Ticaret ve Mümessillik A.Ş. ("Doğan Dış Ticaret") | Foreign Trade | Turkey |
| Kelkit Doğan Besi İşletmeleri A.Ş. ("Kelkit Doğan Besi") | Husbandry | Turkey |
| Sesa Ambalaj ve Plastik Sanayi Ticaret A.Ş. ("Sesa Ambalaj") | Production | Turkey |
| Maksipak Ambalaj Sanayi ve Ticaret A.Ş. ("Maksipak") | Production | Turkey |
| Karel Elektronik San. ve Tic. A.Ş. ("Karel") | Technology and Informatics | Turkey |
| Daiichi Elektronik Sanayi ve Ticaret A.Ş. ("Daiichi") | Automotive Electronics | Turkey |
| Karel İletişim Hizmetleri A.Ş. ("Karel İletişim") | Telecommunications Services | Turkey |
| Karel Europe S.R.L. ("Karel Europe") | Telecommunications Services | Romania |
| Globalpbx İletişim Teknolojileri A.Ş. ("Globalpbx") | Telecommunications Services | Turkey |
| Karel İleri Teknolojiler A.Ş. ("Karel İleri Teknolojiler") | Technology and Informatics | Turkey |
| Huizhou Daiichi Electroacoustic Technology Co., Ltd. ("Huizhou") | Automotive Infotainment Systems | China |
| FC Daiichi Auto Parts Uzbekistan ("FC Daiichi") | Automotive Infotainment Systems | Uzbekistan |
| Daiichi Electronics Italy S.r.l ("Daiichi Electronics") | Automotive Infotainment Systems | Italy |
| Daiichi Infotainment Systems Private Ltd. ("Daiichi Infotainment") | Automotive Infotainment Systems | India |
| Suqian Daiichi Infotainment Technology Co.,Ltd. ("Suqian Daiichi") | Automotive Infotainment Systems | China |
| Daiichi Multimedia Trading(Shenzhen)Co., Ltd.("Daiichi Multimedia") | Automotive Infotainment Systems | China |
| Foshan Daiichi Multimedia Technology Co., Ltd. ("Foshan Daiichi") | Automotive Infotainment Systems | China |
| Daiichi Remsons Electronic Systems Private Ltd. ("Daiichi Remsons") | Automotive Infotainment Systems | India |
| Automotive Trade and Marketing | ||
| Subsidiaries | Nature of business | Country |
| Suzuki Motorlu Araçlar Pazarlama A.Ş. ("Suzuki") | Trade | Turkey |
| Doğan Trend Otomotiv Ticaret Hizmet ve Teknoloji A.Ş. ("Doğan Trend Otomotiv") Otomobilite Motorlu Araçlar Ticaret ve Hizmet A.Ş. |
Trade | Turkey |
| ("Otomobilite") | Trade | Turkey |
| Finance and Investment | ||
| Subsidiaries | Nature of business | Country |
| Öncü Girişim Sermayesi Yatırım Ortaklığı A.Ş. ("Öncü Girişim") | Investment | Turkey |
| D Yatırım Bankası A.Ş. ("D Yatırım Bankası") | Investment banking | Turkey |
| D Varlık Kiralama A.Ş. ("D Varlık Kiralama) | Investment | Turkey |
| Doruk Faktoring A.Ş. ("Doruk Faktoring") | Factoring | Turkey |
| DHI Investment B.V. ("DHI Investment") | Investment | Holland |
| Değer Merkezi Hizmetler ve Yön. Danışmanlığı A.Ş.("Değer Merkezi") | Administrative Consultancy | Turkey |
| Hepiyi Sigorta A.Ş ("Hepiyi Sigorta") | Insurance | Turkey |
| Falcon Purchasing Services Ltd. ("Falcon") | Investment | England |
| Internet and Entertainment | ||
| Subsidiaries | Nature of business | Country |
| Dogan Media International S.A. ("Kanal D Romanya") | TV publishing | Romania |
| Rapsodi Radyo ve Televizyon Yayıncılık A.Ş. ("Rapsodi Radyo") | Radio publishing | Turkey |
| Glokal Dijital Hizmetler Pazarlama ve Ticaret A.Ş. ("Hepsi Emlak") | Internet services | Turkey |
| DMC Invest B.V. ("DMC Invest") | Investment | Holland |
| Dogan Media Invest B.V. ("Dogan Media Invest") | Investment | Holland |
| Glocal Invest B.V. ("Glocal Invest") (1) | Investment | Holland |
| DG Invest B.V. ("DG Invest") | Investment | Holland |
| Doğan Yayınları Yayıncılık ve | ||
| Yapımcılık Ticaret A.Ş. ("Doğan Yayıncılık") | Magazine publishing | Turkey |
(1) The merger of Glocal Invest B.V. ("Glocal Invest") and DG Invest B.V. ("DG Invest") was completed on 1 January 2025.
(Amounts expressed in thousands of Turkish Lira ("TRY") with the purchase power of 31 March 2025, unless otherwise indicated. Currencies other than TRY, expressed in thousands unless otherwise indicated.)
| Joint Ventures | Nature of business | Country |
|---|---|---|
| Ultra Kablolu Televizyon ve Telekomünikasyon Sanayi ve Ticaret A.Ş. ("Ultra Kablolu") |
Telecommunication | Turkey |
| Real Estate Investments | ||
| Subsidiaries | Nature of business | Country |
| D Gayrimenkul Yatırımları ve Ticaret A.Ş. ("D Gayrimenkul") SC D-Yapı Real Estate, Investment and Construction S.A. ("D Yapı Romanya") |
Real estate management Real estate management |
Turkey Romania |
| Milta Turizm İşletmeleri A.Ş. ("Milta Turizm") | Real estate management | Turkey |
| Marlin Otelcilik ve Turizm A.Ş. ("Marlin Otelcilik") M Investment 1 LLC ("M Investment") |
Real estate management Real estate management |
Turkey USA |
| Joint Ventures | Nature of business | Country |
| Kandilli Gayrimenkul Yatırımları Yönetim İnşaat ve Ticaret A.Ş. ("Kandilli Gayrimenkul") |
Real estate management | Turkey |
| Fuel-Oil Retail | ||
| Joint Ventures | Nature of business | Country |
| Gas Plus Erbil Ltd. ("Gas Plus Erbil") | Energy | Jersey |
| Mining | ||
| Subsidiaries | Nature of business | Country |
| Gümüştaş Madencilik ve Ticaret A.Ş. ("Gümüştaş Maden") (1) Gümüştaş Dış Ticaret ve Pazarlama A.Ş. |
Mining | Turkey |
| ("Gümüştaş Dış Ticaret") (1) | Export | Turkey |
| Doku Madencilik ve Ticaret A.Ş. | ||
| ("Doku Madencilik") | Mining | Turkey |
| Joint ventures | Nature of business | Country |
| Esen Madencilik Sanayi ve Ticaret A.Ş. ("Esen Maden") |
Mining | Turkey |
| Esen Ihracat Ithalat Pazarlama ve Ticaret A.Ş. ("Esen İhracat") |
Export | Turkey |
(1) Pursuant to the decision of the Board of Directors, the functional currency of the relevant companies has been determined as the US dollar effective from 1 January 2025.
(Amounts expressed in thousands of Turkish Lira ("TRY") with the purchase power of 31 March 2025, unless otherwise indicated. Currencies other than TRY, expressed in thousands unless otherwise indicated.)
The accompanying interim consolidated financial statements have been prepared in accordance with the presentation principles set out in the Communiqué on Principles Regarding Financial Reporting in the Capital Markets (II-14.1) of the Capital Markets Board ("CMB"), and in compliance with the Turkish Financial Reporting Standards ("TFRS") issued by the Public Oversight, Accounting and Auditing Standards Authority ("POA"), pursuant to subparagraph (b) of Article 9 of the Presidential Decree No. 660. These financial statements have been prepared in accordance with the 2024 TFRS Taxonomy developed by the POA and announced to the public through the POA's decision dated 4 July 2024.
In accordance with Turkish Accounting Standard No. 34 'Interim Financial Reporting,' entities are allowed to prepare either a full set or a condensed set of interim financial statements. In this context, the Group has elected to prepare condensed consolidated financial statements for interim periods. Therefore, these interim condensed consolidated financial statements should be read in conjunction with the Group's consolidated financial statements as of 31 December 2024.
The Group maintains its statutory accounting records in accordance with the Tax Legislation and the Uniform Chart of Accounts issued by the Ministry of Finance of the Republic of Turkey (General Communiqué on Accounting System Implementation), and prepares its statutory financial statements in Turkish Lira.
The condensed consolidated financial statements have been prepared on the historical cost basis, except for financial instruments and investment properties which are measured at fair value.
The Group has prepared its financial statements for the year ended and as of 31 March 2025, in accordance with TAS 29 "Financial Reporting in Hyperinflationary Economies," based on the announcement made by the Public Oversight Accounting and Auditing Standards Authority (POA) on 17 April 2024, and the published "Implementation Guide on Financial Reporting in Hyperinflationary Economies." In accordance with this standard, financial statements prepared in the currency of a hyperinflationary economy must be expressed in the purchasing power of that currency as of the balance sheet date, and prior period financial statements must also be restated in terms of the current measuring unit at the reporting date for comparative purposes. Accordingly, the Group has also restated its financial statements as of 31 December 2024, in terms of purchasing power as of 31 March 2025.
Pursuant to the Capital Markets Board (CMB) decision dated 28 December 2023, and numbered 81/1820, issuers and capital market institutions subject to financial reporting regulations applying Turkish Accounting/Financial Reporting Standards are required to apply inflation accounting under TAS 29 starting from their annual financial reports for the accounting period ending 31 December 2021.
(Amounts expressed in thousands of Turkish Lira ("TRY") with the purchase power of 31 March 2025, unless otherwise indicated. Currencies other than TRY, expressed in thousands unless otherwise indicated.)
The restatements made under TAS 29 were carried out using the adjustment coefficient derived from the Consumer Price Index ("CPI") published by the Turkish Statistical Institute ("TÜİK").
The gain or loss in the net monetary position resulting from the restatement of non-monetary items is included in profit or loss and presented separately in the statement of profit or loss and other comprehensive income.
All items in the statement of profit or loss are expressed in the unit of measurement in effect at the end of the reporting period. Therefore, all amounts are restated by applying changes in the monthly general price index.
The cost of inventory sold is adjusted using the restated inventory balance.
Depreciation and amortization expenses have been adjusted using the restated balances of mining assets, property, plant and equipment, intangible assets and right-of-use assets.
All items in the statement of cash flows are expressed in the measurement unit valid at the end of the reporting period.
As of 31 March 2025, the indices and conversion factor used in the correction of financial statements are as follows:
| Conversion | Three Year Compound | |||
|---|---|---|---|---|
| Year End | Index | Factor | Inflation Rate | |
| 31 March 2025 | 2,954.69 | 1.00000 | 250% | |
| 31 December 2024 | 2,684.55 | 1.10063 | 291% | |
| 31 March 2024 | 2,139.47 | 1.38104 | 309% |
The main elements of the Group's adjustment for financial reporting purposes in high-inflation economies are as follows:
The current period consolidated financial statements prepared in TRY are expressed with the purchasing power at the balance sheet date, and the amounts from previous reporting periods are also expressed by adjusting according to the purchasing power at the end of the reporting period.
Monetary assets and liabilities are not adjusted as they are currently expressed in current purchasing power at the balance sheet date. In cases where the inflation-adjusted values of non-monetary items exceed the recoverable amount or net realizable value, the provisions of TAS 36 and TAS 2 were applied, respectively.
(Amounts expressed in thousands of Turkish Lira ("TRY") with the purchase power of 31 March 2025, unless otherwise indicated. Currencies other than TRY, expressed in thousands unless otherwise indicated.)
Non-monetary assets and liabilities and equity items that are not expressed in current purchasing power at the balance sheet date have been corrected using the relevant correction coefficients.
All items in the statement of comprehensive income, except those that affect the statement of comprehensive income of non-monetary items in the balance sheet, are indexed with coefficients calculated over the periods when the income and expense accounts are first reflected in the financial statements.
The effect of inflation on the Group's net monetary asset position in the current period is recorded in the net monetary position loss account in the income statement.
Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ("the functional currency"). The condensed consolidated financial statements are presented in Turkish Lira, which is the functional and presentation currency of Doğan Holding.
Amounts in the statement of financial position that are not expressed in the measurement unit valid at the end of the reporting period are restated. Accordingly, monetary items are not restated because they are expressed in the currency valid at the end of the reporting period. Non-monetary items must be restated unless they are shown in their current amounts at the end of the reporting period.
Financial statements of subsidiaries and joint ventures operating in foreign countries are prepared in accordance with the laws and regulations in force in the countries in which they are registered and required adjustments and reclassifications reflected for the purpose of fair presentation in accordance with the Group's accounting policies.
If the group entities' functional currency is different from the presentation currency; it is translated into the presentation currency as below:
When a foreign operation is partially disposed of or sold, exchange differences recorded in equity are recognised in the consolidated statement of profit or loss as part of the gain or loss on sale. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.
(Amounts expressed in thousands of Turkish Lira ("TRY") with the purchase power of 31 March 2025, unless otherwise indicated. Currencies other than TRY, expressed in thousands unless otherwise indicated.)
The condensed consolidated financial statements include the accounts of the parent company, Doğan Holding, its Subsidiaries and its Joint Ventures (collectively referred as the "Group") on the basis set out in sections (a) to (b) below. The financial statements of the companies included in the consolidation are based on historical cost of the statutory records and for the purpose of fair presentation in accordance with the accounting policies described in Note 2.1.1 and Note 2.1.2 and application of uniform accounting policies and presentations; adjustments and reclassifications. Financial statements of consolidated entities are restated in accordance with the TAS considering the accounting policies and presentation requirements applied by the Group.
As of 31 March 2025, the voting rights and effective ownership rates of the Group's Subsidiaries, Joint Ventures and Affiliates have not changed from the rates reported as of 31 December 2024, except for the companies mentioned below:
| Proportion of voting power held by Doğan Holding and its subsidiaries (%) |
Proportion of voting power held by Doğan family members (%) |
Total proportion of voting power held (%) |
Proportion of effective ownership interest (%) |
||||||
|---|---|---|---|---|---|---|---|---|---|
| Subsidiaries | 2025 | 31 March 31 December 2024 |
2025 | 31 March 31 December 2024 |
2025 | 31 March 31 December 2024 |
2025 | 31 March 31 December 2024 |
|
| Glokal Dijital Hizmetler Paz. ve Tic A.Ş. (1) |
81.00 | 83.98 | - | - | 81.00 | 83.98 | 81.00 | 83.98 |
(1) The ratio of the related company has changed as a result of a share transfer.
Non-controlling interests of shareholders over the net assets and operational results of subsidiaries are classified as non-controlling interest and non-controlling profit/loss in the consolidated statement of financial position and consolidated statement of income.
According to TFRS 11 Joint Agreements, investments under joint agreements are classified as joint activities or joint ventures. The classification is based on contractual rights and obligations of all investors, rather than the legal structure of the joint agreement. An investment is accounted for by equity method from the date at which invested company qualified as an associate or joint venture. In acquisition of the investment, all differences between the acquisition value of the investment and the company's share of the net fair value of identifiable net assets, liabilities and contingent liabilities of the affiliate or the joint venture, are included in the book value of affiliate investment. The portion of the amount that the company's share from the net fair value of the identifiable assets and liabilities of the affiliate or the joint venture, and that exceeds the acquisition value of the investment, is added to the income in determining the amount of the company's share from the profit or loss of the affiliate or joint venture in the period that the investment is obtained.
Interests in joint ventures are accounted for using the equity method, after initially being recognised at cost in the consolidated balance sheet.
Financial assets and liabilities are offset and the net amount is reported when there is a legally enforceable right to set-off the recognised amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously.
(Amounts expressed in thousands of Turkish Lira ("TRY") with the purchase power of 31 March 2025, unless otherwise indicated. Currencies other than TRY, expressed in thousands unless otherwise indicated.)
The current period condensed consolidated financial statements of the Group include comparative financial information to enable the determination of the trends in financial position and performance. In order to ensure compliance with the presentation of the current period consolidated financial statements, comparative information is reclassified when necessary and significant differences are explained.
Due to the reclassification made in the net monetary position gains/(losses) account arising from the indexation by the Company of the shareholding of its Subsidiaries, whose functional currency is other than TRY, the consolidated net profit for the period, consolidated retained earnings, and consolidated foreign currency translation differences account items have been reclassified within the statement of changes in equity as of 1 January 2024. The amounts restated to the purchasing power of the period end 31 March 2025 are presented below.
As of 31 March 2024, a reclassification of TRY 12,380,044 thousand was made within retained earnings, TRY (11,677,402) thousand within foreign currency translation differences and TRY (702,642) thousand within net profit for the period attributable to equity holders of the parent company.
These reclassifications have been adjusted and reported in the comparative period's consolidated balance sheet and income statement. These changes do not have any impact on the Group's total equity.
In order to ensure compliance with the presentation of the current period consolidated financial statements, comparative information is reclassified when necessary and significant differences are explained.
Changes of accounting policies resulting from the first-time implementation of the TAS are implemented retrospectively or prospectively in accordance with the transition provisions. Major accounting mistakes detected are applied retrospectively and the financial statements of the previous period are revised. If the changes in accounting estimates only apply to one period, then they are applied in the current period when the change occurs; if the changes apply also to the future periods, they are applied in both the period of change and in the future period.
Condensed consolidated interim financial statements for the period ending on 31 March 2025 have been prepared in accordance with TAS 34 for the preparation of interim financial statements of TFRS. In addition, the interim condensed consolidated financial statements for the year ended 31 March 2025 have been prepared by applying the accounting policies consistent with the accounting policies applied during the preparation of the consolidated financial statements for the year ended 31 December 2024. Therefore, these interim condensed consolidated financial statements should be evaluated together with the consolidated financial statements for the year ended 31 December 2024.
(Amounts expressed in thousands of Turkish Lira ("TRY") with the purchase power of 31 March 2025, unless otherwise indicated. Currencies other than TRY, expressed in thousands unless otherwise indicated.)
Gümüştaş Madencilik ve Ticaret A.Ş. (Gümüştaş Madencilik) has acquired and transferred 75% of its shares representing its fully paid capital of 20,200 Turkish Lira in cash on 11 September 2024. The purchase price has been determined as 4,890,037 Turkish Lira (nominal TRY4,180,819). In the consolidated profit or loss statement, the acquisition date has been realized as 30 September 2024.
| Fair Value | |
|---|---|
| (31 March 2025 | |
| purchasing power | |
| basis) | |
| Current assets | 1,069,825 |
| Cash and cash equivalents | 151,900 |
| Trade receivables | 5,645 |
| Other receivables | 90,426 |
| Inventories | 414,583 |
| Prepaid expenses | 309,883 |
| Other current assets | 97,388 |
| Non-current assets | 9,049,868 |
| Tangible fixed assets | 3,422,155 |
| Intangible fixed assets | 5,153,619 |
| Prepaid expenses | 83,262 |
| Deferred tax assets | 388,526 |
| Other non-current assets | 2,306 |
| Total assets | 10,119,693 |
| Short-term liabilities | 2,367,311 |
| Short-term borrowings | 1,066,562 |
| Trade payables | 736,185 |
| Deferred revenue | 382,311 |
| Other payables | 78,865 |
| Short-term provisions | 35,499 |
| Other short-term liabilities | 67,889 |
| Long-term liabilities | 1,328,792 |
| Trade payables | 25,997 |
| Long-term provisions | 48,077 |
| Deferred tax liabilities | 1,254,718 |
| Total liabilities | 3,696,103 |
| Total net assets | 6,423,590 |
| Total transaction amount | 4,890,040 |
| Net asset value acquired | 6,423,590 |
| Minority | 1,605,897 |
| Goodwill | 72,347 |
| Total cash paid | (4,890,040) |
| Cash and cash equivalents acquired | 151,900 |
| Net cash outflow | (4,738,140) |
(Amounts expressed in thousands of Turkish Lira ("TRY") with the purchase power of 31 March 2025, unless otherwise indicated. Currencies other than TRY, expressed in thousands unless otherwise indicated.)
Business combinations as of 31 December 2024:
Doku Madencilik ve Ticaret A.Ş. (Doku Madencilik) purchased and transferred 75% of its shares representing its fully paid capital of 3,465 Turkish Lira in cash on 11 September 2024. The purchase price was determined as 536,711 Turkish Lira (nominal TRY458,870). In the consolidated profit or loss statement, the acquisition date was 30 September 2024.
| Fair Value | |
|---|---|
| (31 March 2025 | |
| purchasing power | |
| basis) | |
| Current assets | 49 |
| Cash and cash equivalents | 20 |
| Other current assets | 29 |
| Non-current assets | 713,341 |
| Investments revalued by the equity method (*) | 713,341 |
| Total assets | 713,390 |
| Short-term liabilities | 354 |
| Trade payables | 354 |
| Long-term liabilities | - |
| Total liabilities | 354 |
| Total net assets | 713,036 |
| Total transaction amount | 536,711 |
| Net asset value acquired | 713,036 |
| Minority | 178,259 |
| Goodwill | 1,934 |
| Total cash paid | (536,711) |
| Cash and cash equivalents acquired | 20 |
| Net cash outflow | (536,691) |
(*) Consists of Esen Maden and Esen İhracat, which Doku Maden owns 50% of, which are consolidated by the equity method.
The 25% non-controlling interest in the acquired Gümüştaş Madencilik ve Ticaret Anonim Şirketi was recorded in the accounts based on the proportionate share of the fair value of the acquired company's identifiable assets and liabilities during the goodwill calculation.
(Amounts expressed in thousands of Turkish Lira ("TRY") with the purchase power of 31 March 2025, unless otherwise indicated. Currencies other than TRY, expressed in thousands unless otherwise indicated.)
| 1 January - | 1 January - | |||
|---|---|---|---|---|
| 31 March 2025 | 31 March 2024 | |||
| Finance and investment | 8,356,162 | 4,611,324 | ||
| Industry and trade | 5,186,323 | 6,776,498 | ||
| Automotive trade and marketing | 3,043,012 | 11,175,742 | ||
| Internet and entertainment | 857,605 | 879,968 | ||
| Mining | 748,713 | - | ||
| Electricity generation | 556,055 | 669,855 | ||
| Real estate investments | 291,481 | 235,202 | ||
| Total | 19,039,351 | 24,348,589 |
| 1 January - | 1 January - | ||
|---|---|---|---|
| 31 March 2025 | 31 March 2024 | ||
| Finance and investment | 475,971 | 2,887,706 | |
| Industry and trade | (597,956) | (168,473) | |
| Automotive trade and marketing | (438,367) | (373,409) | |
| Internet and entertainment | 83,288 | (33,906) | |
| Mining | 148,677 | - | |
| Electricity generation | 280,669 | 15,254 | |
| Real estate investments | 258,091 | (184,029) | |
| Total | 210,373 | 2,143,143 |
(Amounts expressed in thousands of Turkish Lira ("TRY") with the purchase power of 31 March 2025, unless otherwise indicated. Currencies other than TRY, expressed in thousands unless otherwise indicated.)
| Automotive | Inter | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Electricity Industry and | Trade and | Finance and | Internet and | Real Estate | Segment | ||||
| Mining | Generation | Trade | Marketing | Investment | Entertainment | Investments | Elimination | Total | |
| External revenue | 748,713 | 556,055 | 5,186,323 | 3,043,012 | 8,356,162 | 857,605 | 291,481 | - | 19,039,351 |
| Inter-segment revenue | - | - | 9,142 | 39,526 | 74,278 | 370 | 13,303 | (136,619) | - |
| Total revenue | 748,713 | 556,055 | 5,195,465 | 3,082,538 | 8,430,440 | 857,975 | 304,784 | (136,619) | 19,039,351 |
| Revenue | 748,713 | 556,055 | 5,195,465 | 3,082,538 | 8,430,440 | 857,975 | 304,784 | (136,619) | 19,039,351 |
| Cost of sales | (399,484) | (281,822) | (4,827,761) | (2,957,649) | (7,080,361) | (434,780) | (213,263) | 101,500 | (16,093,620) |
| Gross profit/(loss) | 349,229 | 274,233 | 367,704 | 124,889 | 1,350,079 | 423,195 | 91,521 | (35,119) | 2,945,731 |
| Research and development expenses | (59,547) | (59,547) | |||||||
| General administrative expenses | - (90,726) |
- (39,500) |
(262,863) | - (93,761) |
- (642,256) |
- (160,327) |
- (43,213) |
- 86,489 |
(1,246,157) |
| Marketing expenses Share of gain/(loss) on investments accounted |
(44,550) | (12,504) | (415,489) | (535,810) | (70,078) | (174,979) | (7,773) | 10,300 | (1,250,883) |
| for by the equity method | (61,383) | (44,117) | - | - | - | 92 | (36,199) | - | (141,607) |
| Other income/(expenses) from operating activities, net | 27,013 | 80,839 | (50,722) | 64,492 | 1,876,968 | 5,651 | 33,598 | (111,959) | 1,925,880 |
| Investment activities, net | 2,934 | 46,023 | 28,744 | 740 | 1,117,653 | - | 11,112 | (1,171) | 1,206,035 |
| Financial income/(expense), net | (31,422) | (96,358) | (755,544) | (702,025) | (843,301) | (30,454) | (1,662) | 46,770 | (2,413,996) |
| Net monetary gain/(loss) | (2,418) | 72,053 | 549,761 | 703,108 | (2,313,094) | 20,110 | 210,707 | 4,690 | (755,083) |
| Profit/(loss) before taxation from continued operations | 148,677 | 280,669 | (597,956) | (438,367) | 475,971 | 83,288 | 258,091 | - | 210,373 |
(Amounts expressed in thousands of Turkish Lira ("TRY") with the purchase power of 31 March 2025, unless otherwise indicated. Currencies other than TRY, expressed in thousands unless otherwise indicated.)
| Automotive | Inter | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Electricity Industry and | Trade and | Finance and | Internet and | Real Estate | Segment | ||||
| Mining | Generation | Trade | Marketing | Investment | Entertainment | Investments | Elimination | Total | |
| External revenue | - | 669,855 | 6,776,498 | 11,175,742 | 4,611,324 | 879,968 | 235,202 | - | 24,348,589 |
| Inter-segment revenue | - | - | 17,791 | 21,316 | 130,964 | 31 | 8,676 | (178,778) | - |
| Total revenue | - | 669,855 | 6,794,289 | 11,197,058 | 4,742,288 | 879,999 | 243,878 | (178,778) | 24,348,589 |
| Total revenue | - | 669,855 | 6,794,289 | 11,197,058 | 4,742,288 | 879,999 | 243,878 | (178,778) | 24,348,589 |
| Cost of sales | - | (249,400) | (5,985,977) | (10,363,516) | (3,584,268) | (487,307) | (191,192) | 9,376 | (20,852,284) |
| Gross profit/(loss) | - | 420,455 | 808,312 | 833,542 | 1,158,020 | 392,692 | 52,686 | (169,402) | 3,496,305 |
| Research and development expenses | - | - | (63,549) | - | - | (31,080) | - | - | (94,629) |
| General administrative expenses | - | (42,555) | (235,782) | (86,406) | (523,883) | (112,337) | (35,316) | 68,632 | (967,647) |
| Marketing expenses | - | (10,460) | (387,506) | (720,149) | (53,642) | (229,098) | (12,258) | 3,801 | (1,409,312) |
| Share of gain/(loss) on investments accounted | |||||||||
| for by the equity method | - | (435,665) | - | - | - | 8,989 | (66,595) | - | (493,271) |
| Other income/(expenses) from operating activities, net | - | 15,073 | 5,734 | (138,963) | 1,727,653 | 13,058 | 61,437 | (19,195) | 1,664,797 |
| Investment activities, net | - | 10,080 | 3,850 | 336 | 2,607,433 | 235 | 434 | (1,851) | 2,620,517 |
| Financial income/(expense), net | - | (78,536) | (733,188) | (669,689) | (1,419,707) | (15,806) | (6,353) | 86,066 | (2,837,213) |
| Net monetary gain/(loss) | - | 136,862 | 433,656 | 407,920 | (608,168) | (60,559) | (178,064) | 31,949 | 163,596 |
| Profit/(loss) before taxation from continued operations | - | 15,254 | (168,473) | (373,409) | 2,887,706 | (33,906) | (184,029) | - | 2,143,143 |
(Amounts expressed in thousands of Turkish Lira ("TRY") with the purchase power of 31 March 2025, unless otherwise indicated. Currencies other than TRY, expressed in thousands unless otherwise indicated.)
| Total assets | 31 March 2025 | 31 December 2024 |
|---|---|---|
| Finance and investment | 157,160,769 | 154,652,551 |
| Industry and trade | 19,403,126 | 21,069,554 |
| Real estate investments | 16,522,204 | 16,592,359 |
| Electricity generation | 15,779,243 | 16,163,047 |
| Automotive trade and marketing | 11,374,833 | 9,699,178 |
| Mining | 6,558,327 | 5,470,249 |
| Internet and entertainment | 3,641,544 | 4,154,952 |
| Total | 230,440,046 | 227,801,890 |
| Less: Segment elimination and adjustments | (76,852,539) | (74,079,908) |
| Total assets per consolidated financial statements | 153,587,507 | 153,721,982 |
| Equity | 31 March 2025 | 31 December 2024 |
| Finance and investment | 114,763,886 | 114,517,780 |
| Real estate investments | 15,604,112 | 15,648,095 |
| Electricity generation | 11,549,841 | 11,409,904 |
| Industry and trade | 4,829,961 | 5,397,911 |
| Mining | 3,785,680 | 3,591,448 |
| Internet and entertainment | 2,600,459 | 2,860,023 |
| Automotive trade and marketing | 1,945,852 | 2,335,524 |
| Total | 155,079,791 | 155,760,685 |
| Less: Segment elimination and adjustments | (74,633,651) | (74,271,271) |
| Total shareholders' equity per consolidated financial statements | 80,446,140 | 81,489,414 |
| 11,564,561 | 11,681,823 | |
| Non-controlling interests | ||
| Equity attributable to equity holders of the parent company | 68,881,579 | 69,807,591 |
(Amounts expressed in thousands of Turkish Lira ("TRY") with the purchase power of 31 March 2025, unless otherwise indicated. Currencies other than TRY, expressed in thousands unless otherwise indicated.)
e) Purchase of property, plant and equipment, intangible assets and right of use assets and depreciation and amortization expenses for the period
| 1 January - | 1 January - | |
|---|---|---|
| 31 March 2025 | 31 March 2024 | |
| Purchases | ||
| Automotive trade and marketing | 114,259 | 427,621 |
| Industry and trade | 649,151 | 1,167,618 |
| Electricity generation | 620,696 | 1,648,402 |
| Real estate investments | 6,931 | 9,597 |
| Internet and entertainment | 211,082 | 113,821 |
| Finance and investment | 60,005 | 34,976 |
| Mining | 229,255 | - |
| Total | 1,891,379 | 3,402,035 |
| 1 January - | 1 January - | |
| 31 March 2025 | 31 March 2024 | |
| Depreciation and amortization | ||
| Industry and trade | 728,993 | 688,787 |
| Automotive trade and marketing | 186,591 | 146,810 |
| Electricity generation | 173,530 | 140,210 |
| Internet and entertainment | 116,460 | 120,050 |
| Finance and investment | 64,995 | 55,904 |
| Real estate investments | 40,131 | 43,051 |
| Mining | 89,670 | - |
| Total | 1,400,370 | 1,194,812 |
The details of cash and cash equivalents at 31 March 2025 and 31 December 2024 are as follows:
| 31 March 2025 | 31 December 2024 | |||||
|---|---|---|---|---|---|---|
| Finance | Non-finance | Total | Finance | Non-finance | Total | |
| Cash | 32 | 594 | 626 | 41 | 751 | 792 |
| Banks | ||||||
| - Demand deposits | 173,186 | 2,018,079 | 2,191,265 | 86,540 | 2,572,849 | 2,659,389 |
| - Time deposits | 14,578,804 | 8,581,368 | 23,160,172 | 14,216,966 | 11,213,194 | 25,430,160 |
| Other cash equivalents | 93,466 | 352,046 | 445,512 | 235,717 | 112,236 | 347,953 |
| Total | 14,845,488 | 10,952,087 | 25,797,575 | 14,539,264 | 13,899,030 | 28,438,294 |
(Amounts expressed in thousands of Turkish Lira ("TRY") with the purchase power of 31 March 2025, unless otherwise indicated. Currencies other than TRY, expressed in thousands unless otherwise indicated.)
The Group's financial assets classified as short-term financial investments are as follows:
| 31 March 2025 | 31 December 2024 | |
|---|---|---|
| Financial assets carried at fair value through other | ||
| other comprehensive income | ||
| - Private sector and government bills and bonds | 23,939,979 | 28,357,355 |
| - Private sector stocks | 3,029,523 | 263,135 |
| Financial assets carried at fair value through profit or loss | ||
| - Investment funds and other short-term financial investments | 3,482,118 | 1,144,572 |
| Total | 30,451,620 | 29,765,062 |
The movements of short-term financial investments for the related period are as follows:
| 2025 | 2024 | |
|---|---|---|
| 1 January | 29,765,062 | 35,348,675 |
| Purchase of financial assets | 4,016,253 | 6,371,283 |
| Change in fair value | 526,319 | 212,070 |
| Recognized in the statement of income | 422,916 | 666,189 |
| Recognized in the statement of other comprehensive income | 103,403 | (454,119) |
| Disposal of financial investment | (2,687,614) | (2,760,925) |
| Interest accrual | 259,690 | 136,929 |
| Currency translation differences | 1,000,862 | 576,862 |
| Monetary gain/loss | (2,428,952) | (2,271,361) |
| 31 March | 30,451,620 | 37,613,533 |
The Group's financial assets classified as long-term financial investments are as follows:
| 31 March 2025 | 31 December 2024 | |
|---|---|---|
| Financial assets carried at fair value through other comprehensive income | 242,140 | 212,184 |
| Financial assets carried at fair value through profit or loss | 1,278,510 | 1,329,385 |
| Total | 1,520,650 | 1,541,569 |
(Amounts expressed in thousands of Turkish Lira ("TRY") with the purchase power of 31 March 2025, unless otherwise indicated. Currencies other than TRY, expressed in thousands unless otherwise indicated.)
The movements of long-term financial investments for the related period are as follows:
| 2025 | 2024 | |
|---|---|---|
| 1 January | 1,541,569 | 2,972,044 |
| Currency translation differences | 112,158 | 60,554 |
| Change in fair value | (44,022) | 285,405 |
| Recognized in the statement of income | (23,598) | 160,898 |
| Recognized in other comprehensive income | (20,424) | 204,910 |
| Purchase of financial assets | 179 | - |
| Monetary gain/(loss) | (89,234) | (313,162) |
| 31 March | 1,520,650 | 3,085,244 |
The details of financial borrowings as of 31 March 2025 and 31 December 2024 are as follows:
| Short-term borrowings: | 31 March 2025 | 31 December 2024 |
|---|---|---|
| Short-term bank borrowings | 16,805,412 | 17,499,828 |
| Bonds | 2,116,802 | 1,057,474 |
| Total | 18,922,214 | 18,557,302 |
| Short-term portions of long-term borrowings: | 31 March 2025 | 31 December 2024 |
| Short-term portions of long-term bank borrowings | 2,159,867 | 3,112,874 |
| Lease borrowings from third parties | 415,022 | 450,214 |
| Lease borrowings from related parties (Note 19) | 10,474 | 11,480 |
| Total | 2,585,363 | 3,574,568 |
| Long-term borrowings: | 31 March 2025 | 31 December 2024 |
| Long-term bank borrowings | 10,009,516 | 10,559,723 |
| Lease borrowings from third parties | 858,288 | 815,614 |
| Lease borrowings from related parties (Note 19) | 59,637 | 68,569 |
| Total | 10,927,441 | 11,443,906 |
(Amounts expressed in thousands of Turkish Lira ("TRY") with the purchase power of 31 March 2025, unless otherwise indicated. Currencies other than TRY, expressed in thousands unless otherwise indicated.)
| Short and long term borrowings |
Lease borrowings |
Cash and cash equivalents |
Net financial liabilities |
|
|---|---|---|---|---|
| 1 January 2025 | 32,229,899 | 1,345,877 | (28,438,294) | 5,137,482 |
| Cash flow effect | (115,055) | (233,761) | (8,107) | (356,923) |
| Lease agreements | - | 281,352 | - | 281,352 |
| Currency translation adjustments | 1,567,169 | - | - | 1,567,169 |
| Interest accrual | 395,248 | 99,154 | 49,766 | 544,168 |
| Monetary (gain)/loss | (2,985,664) | (149,201) | 2,599,060 | (535,805) |
| 31 March 2025 | 31,091,597 | 1,343,421 | (25,797,575) | 6,637,443 |
| Short and long term borrowings |
Lease borrowings |
Cash and cash equivalents |
Net financial liabilities |
|
| 1 January 2024 | 31,977,229 | 1,215,460 | (19,264,421) | 13,928,268 |
| Cash flow effect | 1,603,022 | (58,222) | 4,481,603 | 6,026,403 |
| Lease agreements | - | 112,002 | - | 112,002 |
| Currency translation adjustments | 1,332,503 | - | (777,758) | 554,745 |
| Interest accrual | 174,505 | 36,578 | 49,159 | 260,242 |
| Monetary (gain)/loss | (4,292,074) | (160,975) | 2,392,766 | (2,060,283) |
| 31 March 2024 | 30,795,185 | 1,144,843 | (13,118,651) | 18,821,377 |
| 31 March 2025 | 31 December 2024 | |
|---|---|---|
| Trade receivables | 6,511,513 | 8,009,392 |
| Notes and cheques receivable | 457,304 | 389,749 |
| Income accruals | 18,685 | 108,500 |
| 6,987,502 | 8,507,641 | |
| Less: Provision for doubtful receivables (-) | (242,940) | (279,086) |
| Less: Provision for expected credit losses (-) | (44,275) | (33,851) |
| Less: Unrealized financial income due to sales with maturity (-) | (13,247) | (12,902) |
| Total | 6,687,040 | 8,181,802 |
(Amounts expressed in thousands of Turkish Lira ("TRY") with the purchase power of 31 March 2025, unless otherwise indicated. Currencies other than TRY, expressed in thousands unless otherwise indicated.)
Movement of provisions for doubtful receivables for the related periods are as follows:
| 2025 | 2024 | |
|---|---|---|
| 1 January | (312,937) | (118,141) |
| Provisions from continued operations in the current period | (91,764) | (25,733) |
| Provisions no longer required and collections | 42,004 | 4,841 |
| Expected credit loss, net | (10,424) | 916 |
| Monetary gain/(loss) | 85,906 | 21,587 |
| 31 March | (287,215) | (116,530) |
| 31 March 2025 | 31 December 2024 | |
|---|---|---|
| Trade payables | 5,537,373 | 4,719,505 |
| Provisions for liabilities and expenses | 187,850 | 205,466 |
| Cheques and notes payables | 116,783 | 145,012 |
| Deferred finance expense due to purchases with maturity (-) | (486) | (608) |
| Total | 5,841,520 | 5,069,375 |
| 31 March 2025 | 31 December 2024 | |
|---|---|---|
| Finished goods and merchandise | 6,320,475 | 4,861,489 |
| Raw materials and supplies | 1,671,156 | 1,691,887 |
| Semi-finished goods | 1,014,477 | 840,288 |
| Other inventories | 1,018,929 | 830,206 |
| Provision for impairment of inventory (-) | (43,120) | (66,477) |
| Total | 9,981,917 | 8,157,393 |
(Amounts expressed in thousands of Turkish Lira ("TRY") with the purchase power of 31 March 2025, unless otherwise indicated. Currencies other than TRY, expressed in thousands unless otherwise indicated.)
The movement of investment properties for the periods ended 31 March 2025 and 2024 are as follows:
| 1 January 2025 |
Additions | Disposal of subsidiary |
Transfers | Currency translation differences |
Fair value adjustment |
31 March 2025 |
|
|---|---|---|---|---|---|---|---|
| Land | 1,258,646 | 1,947 | 1,260,593 | ||||
| Buildings | 6,621,411 | - - |
- - |
- - |
- | - - |
6,621,411 |
| Net book value | 7,880,057 | - | - | - | 1,947 | - | 7,882,004 |
| 1 January 2024 |
Additions | Disposal of subsidiary |
Transfers | Currency translation differences |
Fair value adjustment |
31 March 2024 |
|
|---|---|---|---|---|---|---|---|
| Land | 1,281,069 | - | - | 109,095 | (68,277) | - | 1,321,887 |
| Buildings | 7,385,859 | - | - | - | - | - | 7,385,859 |
| Net book value | 8,666,928 | - | - | 109,095 | (68,277) | - | 8,707,746 |
There is no collateral or mortgage on investment properties of the Group.
As of 31 March 2025, the investment properties consist of rental building units, real estates and land.
Investment properties of the Group have been valued by the real estate valuation establishments those are in the CMB list by using the market comparison analysis approach, cost approach and direct capitalisation approach methods. As a result, it was determined that the values calculated from different approaches is similar and consistent with the market comparison method and value has been determined according to the market comparison method. Real estate valuation establishments are authorized by CMB and provide property valuation appraisal services in accordance with the capital markets legislation and have sufficient experience and qualifications regarding the fair value measurement of the real estate in related regions.
The Group Management has made a valuation for investment properties as of 31 December 2024. As of 31 March 2025, the Group Management does not foresee any significant change in the values of investment properties.
The following table gives information on how the fair values of the related financial asset and liabilities were determined:
| Fair Value | Fair value level as of the reporting date | ||||||
|---|---|---|---|---|---|---|---|
| 31 March 2025 | Level 1 | Level 2 | Level 3 | ||||
| Investment properties | 7,882,004 | - | 7,882,004 | - | |||
| Fair Value | Fair value level as of the reporting date | ||||||
| 31 December 2024 | Level 1 | Level 2 | Level 3 | ||||
| Investment properties | 7,880,057 | - | 7,880,057 | - |
(Amounts expressed in thousands of Turkish Lira ("TRY") with the purchase power of 31 March 2025, unless otherwise indicated. Currencies other than TRY, expressed in thousands unless otherwise indicated.)
Movements of the property, plant and equipment for the periods ended 31 March 2025 and 2024 are as follows:
| Currency | ||||||
|---|---|---|---|---|---|---|
| 1 | translation | Revaluation | 31 March |
|||
| 2025 | Additions | Disposals | Transfers | differences | Increases | 2025 |
| 36,200,982 | 671,339 | (1,215,918) | - | (529,456) | - | 35,126,947 |
| 31,176,928 | 1,002,084 | (6,579) | - | 363,361 | - | 32,535,794 |
| 67,377,910 | 1,673,423 | (1,222,497) | - | (166,095) | - | 67,662,741 |
| 11,571,505 | 556,679 | (513,236) | - | (147,323) | - | 11,467,625 |
| 11,211,850 | 596,771 | (1,211) | - | 67,308 | - | 11,874,718 |
| 22,783,355 | 1,153,450 | (514,447) | - | (80,015) | - | 23,342,343 |
| 44,594,555 | 44,320,398 | |||||
| January |
(Amounts expressed in thousands of Turkish Lira ("TRY") with the purchase power of 31 March 2025, unless otherwise indicated. Currencies other than TRY, expressed in thousands unless otherwise indicated.)
| Currency | |||||||
|---|---|---|---|---|---|---|---|
| 1 January |
translation | Revaluation | 31 March |
||||
| Cost | 2024 | Additions | Disposals | Transfers | differences | Increases | 2024 |
| plant and equipment Property, |
29,919,502 | 2,483,608 | (798,990) | (109,095) | 50,084 | 107,632 | 31,652,741 |
| Other intangible assets |
24,219,404 | 839,689 | (5,009) | - | 100,937 | - | 25,155,021 |
| Total Cost |
54,138,906 | 3,323,297 | (803,999) | (109,095) | 151,021 | 107,632 | 56,807,762 |
| Accumulated Depreciation and Amortization plant and equipment |
11,292,875 | 613,829 | (111,624) | 20,914 | 11,815,994 | ||
| Property, Other intangible assets |
9,259,883 | 473,029 | (579) | - - |
587,179 | - - |
10,319,512 |
| Total Depreciation and Amortization |
20,552,758 | 1,086,858 | (112,203) | - | 608,093 | - | 22,135,506 |
| Net Book Value |
33,586,148 | 34,672,256 |
As of 31 March 2025, there is no mortgage on property, plant and equipment (31 December 2024: None). As of 31 March 2025, there is no property, plant and equipment acquired by financial leasing (31 December 2024: None). As of 31 March 2025, there is no capitalized borrowing costs in tangible fixed asset (31 December 2024: None).
(Amounts expressed in thousands of Turkish Lira ("TRY") with the purchase power of 31 March 2025, unless otherwise indicated. Currencies other than TRY, expressed in thousands unless otherwise indicated.)
| 31 March 2025 | 31 December 2024 | |
|---|---|---|
| Insurance technical provisions | 21,485,931 | 19,529,984 |
| Provision for lawsuits and indemnity | 95,764 | 44,210 |
| Other | 194,002 | 178,224 |
| Total | 21,775,697 | 19,752,418 |
(Amounts expressed in thousands of Turkish Lira ("TRY") with the purchase power of 31 March 2025, unless otherwise indicated. Currencies other than TRY, expressed in thousands unless otherwise indicated.)
| 31 March 2025 | 31 December 2024 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| TRY | TRY | |||||||||
| Equivalent | TRY | USD | EUR | Other | Equivalent | TRY | USD | EUR | Other | |
| A. CPM's given in the name of its own legal personality | ||||||||||
| Collaterals (1) | 9,280,890 | 4,917,470 | 61,745 | 47,609 | 93,806 | 11,769,880 | 6,832,812 | 73,368 | 49,372 | 83,488 |
| Pledge (3) | - | - | - | - | - | - | - | - | - | - |
| Mortgage | 854,740 | - | - | 21,000 | - | 849,090 | - | - | 21,000 | - |
| B. CPM's given on behalf of the fully | ||||||||||
| consolidated companies | ||||||||||
| Collaterals (1) (2) | 1,674,342 | 91,962 | 41,844 | 52 | - | 1,732,146 | 104,277 | 41,868 | 52 | - |
| Pledge (3) | - | - | - | - | - | - | - | - | - | - |
| Mortgage | - | - | - | - | - | - | - | - | - | - |
| C. CPM's given on behalf of 3rd parties | ||||||||||
| for ordinary course of business | - | - | - | - | - | - | - | - | - | - |
| D. Total amount of other CPM's given | ||||||||||
| i) Total amount of CPM's given on behalf of the majority shareholders | - | - | - | - | - | - | - | - | - | - |
| ii) Total amount of CPM's given | ||||||||||
| on behalf of other group companies which are not in scope of B and C | - | - | - | - | - | - | - | - | - | - |
| iii) Total amount of CPM's given on behalf of | ||||||||||
| 3rd parties which are not in scope of C | - | - | - | - | - | - | - | - | - | - |
| Total | 11,809,972 | 5,009,432 | 103,589 | 68,661 | 93,806 | 14,351,116 | 6,937,089 | 115,236 | 70,424 | 83,488 |
(1) The collaterals of the Group consist of letter of guarantees, guarantee notes and bails and the details are explained below.
(2) Within the scope of Aslancık Elektrik's hydroelectric power plant project financing, Doğan Holding has provided guarantees to credit institutions in the amount of USD 7,177 (31 December 2024: USD 7,177). Doğan Holding has provided guarantees to credit institutions in the amount of USD 33,000 for Boyabat Elektrik's refinancing loans.
(3) 33.33% and 33.00% of Aslancık Elektrik and Boyabat Elektrik's shares, respectively, have been pledged to the banks due to the Group's long-term financial debts and are not included in the table above.
(Amounts expressed in thousands of Turkish Lira ("TRY") with the purchase power of 31 March 2025, unless otherwise indicated. Currencies other than TRY, expressed in thousands unless otherwise indicated.)
| 31 March 2025 | 31 December 2024 | |||
|---|---|---|---|---|
| Original | TRY | Original | TRY | |
| Currency | equivalent | Currency | equivalent | |
| Letters of guarantees - TRY | 2,535,617 | 2,535,617 | 4,689,875 | 4,689,875 |
| Letters of guarantees - USD | 53,891 | 2,035,226 | 67,478 | 2,620,224 |
| Letters of guarantees - EUR | 47,361 | 1,927,683 | 49,424 | 1,998,370 |
| Letters of guarantees - Other | 93,806 | 93,806 | 83,488 | 91,889 |
| Guarantee notes - USD | 4,704 | 177,649 | 2,498 | 97,021 |
| Guarantee notes - TRY | 61,767 | 61,767 | 972 | 972 |
| Total | 6,831,748 | 9,498,351 |
| 31 March 2025 | 31 December 2024 | |||
|---|---|---|---|---|
| Original TRY |
Original | TRY | ||
| Currency | equivalent | Currency | equivalent | |
| Letters of guarantees - TRY | 2,385,799 | 2,385,799 | 2,217,351 | 2,217,351 |
| Letters of guarantees - USD | 3,150 | 118,962 | 3,415 | 132,619 |
| Letters of guarantees - EUR | 300 | 12,211 | - | - |
| Total | 2,516,972 | 2,349,970 |
The details of guarantees given by the Group for the financial liabilities and trade payables of the Group companies and related parties as of 31 March 2025 and 31 December 2024 are as follows:
| 31 March 2025 | 31 December 2024 | |||
|---|---|---|---|---|
| Original | TRY | Original | TRY | |
| Currency | equivalent | Currency | equivalent | |
| Pledges - USD | 41,844 | 1,580,264 | 41,844 | 1,624,814 |
| Pledges - TRY | 26,248 | 26,248 | 28,891 | 28,891 |
| Mortgage - EUR | 21,000 | 854,740 | 21,000 | 849,090 |
| Total | 2,461,252 | 2,502,795 |
(Amounts expressed in thousands of Turkish Lira ("TRY") with the purchase power of 31 March 2025, unless otherwise indicated. Currencies other than TRY, expressed in thousands unless otherwise indicated.)
Doğan Holding adopted the registered paid-in capital system and set a limit on its registered paid-in capital representing registered type shares with a nominal value of TRY1.
Doğan Holding's registered capital ceiling and issued capital at 31 March 2025 and 31 December 2024 are as follows:
| 31 March 2025 |
31 December 2024 |
|
|---|---|---|
| Registered authorized capital ceiling | 4,000,000 | 4,000,000 |
| Issued capital | 2,616,996 | 2,616,996 |
There are no privileged shares of Doğan Holding.
The ultimate shareholder of Doğan Holding is the Doğan Family, and the shareholders of the Holding and their shares in the capital are listed below based on their historical values as of 31 March 2025 and 31 December 2024:
| Share (%) | 31 March 2025 | Share (%) | 31 December 2024 | |
|---|---|---|---|---|
| Doğan Family | 64.14 | 1,678,468 | 64.13 | 1,678,363 |
| Publicly traded on Borsa İstanbul | 35.86 | 938,528 | 35.87 | 938,633 |
| Issued capital | 100.00 | 2,616,996 | 100.00 | 2,616,996 |
| Adjustment to issued capital | 53,743,094 | 53,743,094 | ||
| Repurchased shares (-) | (609,332) | (590,482) | ||
| Total | 55,750,758 | 55,769,608 |
With the decision of the Group Board of Directors dated 16 March 2022; the 3 (three) year "Share Repurchase Program" prepared by taking into consideration the regulations of the Turkish Commercial Code, the Capital Markets Law, and the CMB's Communiqué on Buyback Shares numbered II-22.1 published in the Official Gazette dated 3 January 2014 and numbered 28871, was accepted by majority vote at the Ordinary General Assembly Meeting held on 30 March 2022. As of the balance sheet date, there is a total of 609,332 Turkish Liras worth of repurchased shares.
At the Ordinary General Assembly of the Company held on 11 April 2025, it was resolved that a cash dividend distribution of gross TRY 800,000,000 (exact) and net TRY 680,000,000 (exact) be made, corresponding to 30.57% gross and 25.98% net of the issued capital. The dividend distribution is to commence no later than 30 September 2025. The proposed distribution amount will be covered from the "Net Profit for the Period" as per the Capital Markets Legislation, and from the "Extraordinary Reserves" account as per the Statutory Records.
(Amounts expressed in thousands of Turkish Lira ("TRY") with the purchase power of 31 March 2025, unless otherwise indicated. Currencies other than TRY, expressed in thousands unless otherwise indicated.)
| 1 January- | 1 January | ||
|---|---|---|---|
| 31 March 2025 | 31 March 2024 | ||
| Interest income on bank deposit | 2,541,571 | 599,419 | |
| Foreign exchange gains | 376,823 | 1,441,083 | |
| Provisions no longer required | 54,901 | 7,748 | |
| Due date difference income due from sales with maturity | 12,416 | 75 | |
| Income from fair value increase of financial investments | - | 160,898 | |
| Other | 155,411 | 89,754 | |
| Total | 3,141,122 | 2,298,977 |
| 1 January- 31 March 2025 |
1 January | ||
|---|---|---|---|
| 31 March 2024 | |||
| Foreign exchange losses | (1,005,421) | (518,097) | |
| Provisions for doubtful receivables | (103,297) | (25,733) | |
| Loss on fair value decrease of financial investments | (23,598) | - | |
| Donations and grants | (10,272) | (16,606) | |
| Provision for lawsuits | (2,078) | (19,988) | |
| Finance expense due to purchases with maturity | (102) | (8,915) | |
| Other penalties and compensation paid | (25) | - | |
| Other | (70,449) | (44,841) | |
| Total | (1,215,242) | (634,180) |
(Amounts expressed in thousands of Turkish Lira ("TRY") with the purchase power of 31 March 2025, unless otherwise indicated. Currencies other than TRY, expressed in thousands unless otherwise indicated.)
| 1 January- 31 March 2025 |
1 January 31 March 2024 |
|
|---|---|---|
| Interest income on marketable securities | 574,844 | 565,036 |
| Foreign exchange gains/losses, net | 466,494 | 999,448 |
| Gain on sale of marketable securities | 91,999 | 520,143 |
| Gain/loss on sale of property, plant and equipment | ||
| and intangible assets | 11,390 | 3,230 |
| Dividend income from financial investments | 69,909 | 18,541 |
| Other | (8,601) | 514,119 |
| Total | 1,206,035 | 2,620,517 |
| 1 January - 31 March 2025 |
1 January - 31 March 2024 |
|
|---|---|---|
| Interest expense on bank borrowings | (932,926) | (1,691,202) |
| Foreign exchange (losses)/gains, net | (897,939) | (709,390) |
| Bank commission expenses | (387,907) | (229,153) |
| Derivative income | (110,359) | - |
| Interest expense related to lease borrowings | (99,154) | (36,578) |
| Other | 14,289 | (170,890) |
| Total | (2,413,996) | (2,837,213) |
Gain/(loss) per share for each class of shares is disclosed below:
| 1 January - 31 March 2025 |
1 January - 31 March 2024 |
|
|---|---|---|
| Net profit/(loss) for the period | ||
| attributable to equity holders | ||
| of the Parent Company | (519,766) | 1,312,372 |
| Weighted average number of shares | ||
| with par value of TRY1 each | 2,576,896 | 2,583,105 |
| Gain/(loss) per share | (0.2017) | 0.5081 |
(Amounts expressed in thousands of Turkish Lira ("TRY") with the purchase power of 31 March 2025, unless otherwise indicated. Currencies other than TRY, expressed in thousands unless otherwise indicated.)
As of the statement of financial position date, due from and to related parties and related party transactions for the periods ending 31 March 2025 and 31 December 2024 are disclosed below:
| 31 March 2025 | 31 December 2024 | |
|---|---|---|
| Esen Madencilik Sanayi ve Ticaret A.Ş. ("Esen Madencilik") | 35,947 | 9,896 |
| Doğan Portal ve Elektronik Ticaret A.Ş. ("Doğan Portal") | 2,975 | - |
| Ortadoğu Otomotiv Ticaret A.Ş. ("Ortadoğu Otomotiv") | 908 | 800 |
| D Elektronik Şans Oyunları ve Yayıncılık A.Ş. ("D Elektronik") | 380 | 794 |
| Other | 762 | 1,497 |
| Total | 40,972 | 12,987 |
| 31 March 2025 | 31 December 2024 | |
|---|---|---|
| Esen Madencilik | 82,101 | - |
| Hepsi Finansman A.Ş. | - | 51,151 |
| Total | 82,101 | 51,151 |
| 31 March 2025 | 31 December 2024 | |
|---|---|---|
| Other receivables from non-group shareholders | 55,429 | 60,787 |
| Total | 55,429 | 60,787 |
| 31 March 2025 | 31 December 2024 | |
|---|---|---|
| Ortadoğu Otomotiv | 373 | 75 |
| Söğütözü Gayrimenkul | - | 157 |
| Other | - | 73 |
| Total | 373 | 305 |
| 31 March 2025 | 31 December 2024 | |
|---|---|---|
| Ortadoğu Otomotiv | 9,992 | 10,452 |
| Söğütözü Gayrimenkul Yatırımları ve Ticaret A.Ş. | 353 | - |
| Other | 129 | 1,028 |
| Total | 10,474 | 11,480 |
(Amounts expressed in thousands of Turkish Lira ("TRY") with the purchase power of 31 March 2025, unless otherwise indicated. Currencies other than TRY, expressed in thousands unless otherwise indicated.)
| 31 March 2025 | 31 December 2024 | |
|---|---|---|
| Ortadoğu Otomotiv | 52,650 | 60,910 |
| Söğütözü Gayrimenkul | 6,895 | 7,659 |
| Other | 92 | - |
| Total | 59,637 | 68,569 |
| 31 March 2025 | 31 December 2024 | |
|---|---|---|
| Other payables to non-group shareholders | - | 71,394 |
| Total | - | 71,394 |
| 1 January - 31 March 2025 |
1 January - 31 March 2024 |
|
|---|---|---|
| Ortadoğu Otomotiv | 10,900 | 9,200 |
| Söğütözü Gayrimenkul Yatırımları ve Ticaret A.Ş. | 1,909 | 2,584 |
| D Market | - | 6,965 |
| Doğan Burda | - | 1,968 |
| Other | 331 | 1,385 |
| Total | 13,140 | 22,102 |
| 1 January - | 1 January - 31 March 2024 |
||
|---|---|---|---|
| 31 March 2025 | |||
| Esen Madencilik | 42,272 | - | |
| D Elektronik | 8,775 | 14,767 | |
| Ortadoğu Otomotiv | 3,176 | 9,554 | |
| D Market | - | 59,060 | |
| Doğan Burda | - | 16,596 | |
| Doğan Müzik | - | 3,447 | |
| Net D | - | 1,933 | |
| Gümüştaş Madencilik | - | 1,588 | |
| Other | 6,636 | 7,531 | |
| Total | 60,859 | 114,476 |
(Amounts expressed in thousands of Turkish Lira ("TRY") with the purchase power of 31 March 2025, unless otherwise indicated. Currencies other than TRY, expressed in thousands unless otherwise indicated.)
Group determined member of the Board of Director's, Consultant of the Board, Members of the Executive Board and Vice President's and Chief Legal Counsel as Key Management Personnel. The compensation of board members and key management personnel includes salaries, bonus, health insurance, communication and transportation benefits and total amount of compensation is explained below:
| 1 January - 31 March 2025 |
1 January - 31 March 2024 |
|
|---|---|---|
| Salaries and other short-term benefits | 60,954 | 65,813 |
| Total | 60,954 | 65,813 |
The Group's activities expose it to a variety of financial risks; these risks are credit risk, market risk including the effects of changes in debt and equity market prices, foreign currency exchange rates, fair value interest rate risk and cash flow interest rate risk, and liquidity risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the financial performance of the Group. The Group uses derivative financial instruments in a limited manner to hedge these exposures.
The Group is exposed to foreign exchange risk through the impact of rate changes on the translation of foreign currency liabilities to local currency. These risks are monitored and limited by analyzing foreign currency position. TRY equivalents of foreign currency denominated monetary assets and liabilities as of 31 March 2025 and 31 December 2024 before consolidation adjustments and reclassifications are as follows:
The Group is exposed to foreign exchange risk arising primarily from the USD and EUR, the other currencies have no material impact.
| 31 March 2025 | 31 December 2024 | |
|---|---|---|
| Foreign currency assets | 32,920,908 | 28,852,028 |
| Foreign currency liabilities | (24,194,534) | (27,102,744) |
| Net foreign currency position | 8,726,374 | 1,749,284 |
(Amounts expressed in thousands of Turkish Lira ("TRY") with the purchase power of 31 March 2025, unless otherwise indicated. Currencies other than TRY, expressed in thousands unless otherwise indicated.)
Sensitivity analysis of foreign currency risk as of 31 March 2025 and 31 December 2024 and foreign currency denominated asset and liability balances are summarized below. The recorded amounts of foreign currency assets and liabilities held by the Group are as follows, in terms of foreign currency:
| 31 March 2025 | TRY Equivalent | USD | EUR | Other |
|---|---|---|---|---|
| 1a. Trade Receivables | 2,449,530 | 31,890 | 27,580 | 122,627 |
| 1b. Receivables From Finance Sector Operations | 811,765 | 11,001 | 9,737 | - |
| 2a. Monetary Financial Assets | ||||
| (Cash, banks included) | 2,798,452 | 59,687 | 11,520 | 75,435 |
| 2b. Non-Monetary Financial Assets | 25,648,210 | 635,787 | 32,369 | 319,854 |
| 3. Other | 1,110,071 | 23,650 | 5,330 | - |
| 4. Current Assets (1+2+3) | 32,818,028 | 762,015 | 86,536 | 517,916 |
| 5a. Trade Receivables | - | - | - | - |
| 5b. Receivables From Finance Sector Operations | - | - | - | - |
| 6a. Monetary Financial Assets | - | - | - | - |
| 6b. Non-Monetary Financial Assets | 65,068 | 1,527 | 182 | - |
| 7. Other | 37,812 | 1,001 | - | - |
| 8. Non-current Assets (5+6+7) | 102,880 | 2,528 | 182 | - |
| 9. Total Assets (4+8) | 32,920,908 | 764,543 | 86,718 | 517,916 |
| 10a. Trade Payables | 1,071,830 | 10,294 | 16,213 | 23,134 |
| 10b. Payables from Finance Sector Operations | 895,540 | 21,069 | 2,454 | - |
| 11. Financial Liabilities | 11,587,159 | 157,759 | 121,828 | 670,640 |
| 12a. Other Monetary Liabilities | 125,327 | 1,231 | 1,937 | - |
| 12b. Other Non-Monetary Liabilities | 400,405 | 10,602 | 1 | - |
| 13. Short Term Liabilities (10+11+12) | 14,080,261 | 200,955 | 142,433 | 693,774 |
| 14a. Trade Payables | - | - | - | - |
| 14b. Payables from Finance Sector Operations | - | - | - | - |
| 15. Financial Liabilities | 10,111,009 | 245,359 | 20,758 | - |
| 16a. Other Monetary Liabilities | 455 | 7 | 4 | - |
| 16b. Other Non-Monetary Liabilities | 2,809 | - | - | 2,809 |
| 17. Long Term Liabilities (14+15+16) | 10,114,273 | 245,366 | 20,762 | 2,809 |
| 18. Total Liabilities (13+17) | 24,194,534 | 446,321 | 163,195 | 696,583 |
| 19. Net Asset/(Liability) | ||||
| Position (9-18) | 8,726,374 | 318,222 | (76,477) | (178,667) |
| 20. Derivative instruments classified | ||||
| for hedging purposes | 5,142,401 | 120,000 | 15,000 | - |
| 21. Net foreign currency position after the | ||||
| effect of financial instruments classified | ||||
| for hedging purposes (19+20) | 13,868,775 | 438,222 | (61,477) | (178,667) |
(Amounts expressed in thousands of Turkish Lira ("TRY") with the purchase power of 31 March 2025, unless otherwise indicated. Currencies other than TRY, expressed in thousands unless otherwise indicated.)
| 31 December 2024 | TRY Equivalent | USD | EUR | Other |
|---|---|---|---|---|
| 1a. Trade Receivables | 3,340,763 | 50,249 | 30,166 | 154,333 |
| 1b. Receivables From Finance Sector Operations | 484,256 | 2,541 | 9,536 | - |
| 2a. Monetary Financial Assets | ||||
| (Cash, banks included) | 5,830,437 | 117,331 | 29,390 | 78,213 |
| 2b. Non-Monetary Financial Assets | 13,835,244 | 315,294 | 36,673 | 99,423 |
| 3. Other | 2,112,576 | 37,217 | 16,467 | 1,439 |
| 4. Current Assets (1+2+3) | 25,603,276 | 522,632 | 122,232 | 333,408 |
| 5a. Trade Receivables | 339 | 4 | 4 | - |
| 5b. Receivables From Finance Sector Operations | - | - | - | - |
| 6a. Monetary Financial Assets | - | - | - | - |
| 6b. Non-Monetary Financial Assets | 2,513,006 | 1,206 | 60,995 | - |
| 7. Other | 735,407 | 9,563 | 9,004 | - |
| 8. Non-current Assets (5+6+7) | 3,248,752 | 10,773 | 70,003 | - |
| 9. Total Assets (4+8) | 28,852,028 | 533,405 | 192,235 | 333,408 |
| 10a. Trade Payables | 1,045,834 | 7,795 | 18,222 | 5,814 |
| 10b. Payables from Finance Sector Operations | 364,503 | 9,118 | 258 | - |
| 11. Financial Liabilities | 14,187,563 | 182,131 | 158,389 | 646,204 |
| 12a. Other Monetary Liabilities | 104,867 | 1,223 | 1,398 | 767 |
| 12b. Other Non-Monetary Liabilities | 675,411 | 8,855 | 8,200 | - |
| 13. Short Term Liabilities (10+11+12) | 16,378,178 | 209,122 | 186,467 | 652,785 |
| 14a. Trade Payables | - | - | - | - |
| 14b. Payables from Finance Sector Operations | - | - | - | - |
| 15. Financial Liabilities | 10,724,566 | 252,571 | 22,682 | - |
| 16a. Other Monetary Liabilities | - | - | - | - |
| 16b. Other Non-Monetary Liabilities | - | - | - | - |
| 17. Long Term Liabilities (14+15+16) | 10,724,566 | 252,571 | 22,682 | - |
| 18. Total Liabilities (13+17) | 27,102,744 | 461,693 | 209,149 | 652,785 |
| 19. Net Asset/(Liability) | ||||
| Position (9-18) | 1,749,284 | 71,712 | (16,914) | (319,377) |
| 20. Derivative instruments classified | ||||
| for hedging purposes | 983,845 | 16,487 | 8,499 | - |
| 21. Net foreign currency position after the | ||||
| effect of financial instruments classified | ||||
| for hedging purposes (19+20) | 2,733,129 | 88,199 | (8,415) | (319,377) |
(Amounts expressed in thousands of Turkish Lira ("TRY") with the purchase power of 31 March 2025, unless otherwise indicated. Currencies other than TRY, expressed in thousands unless otherwise indicated.)
| 31 March 2025 | Income/(Loss) | ||
|---|---|---|---|
| Foreign currency | Foreign currency | ||
| appreciates | depreciates | ||
| If the USD had changed by 20% against the TRY | |||
| 1- USD net assets/(liabilities) | 2,403,569 | (2,403,569) | |
| 2- Hedging amount of USD (-) | - | - | |
| 3- USD net effect on income/(loss) (1+2) | 2,403,569 | (2,403,569) | |
| If the EUR had changed by 20% against the TRY | |||
| 4- EUR net assets/(liabilities) | (622,552) | 622,552 | |
| 5- Hedging amount of EUR (-) | 122,106 | (122,106) | |
| 6- EUR net effect on income/(loss) (4+5) | (500,446) | 500,446 | |
| If the other currencies had changed by 20% against the TRY | |||
| 7- Other currency net assets/(liabilities) | (35,733) | 35,733 | |
| 8- Hedging amount of other currency (-) | |||
| 9- Other currency net effect on (loss)/income (7+8) | - (35,733) |
- 35,733 |
|
| TOTAL (3+6+9) | 1,867,390 | (1,867,390) | |
| 31 December 2024 | Income/(Loss) Foreign currency Foreign currency |
||
| appreciates | depreciates | ||
| If the USD had changed by 20% against the TRY | |||
| 1- USD net assets/(liabilities) | 556,922 | (556,922) | |
| 2- Hedging amount of USD (-) | - | - | |
| 3- USD net effect on income/(loss) (1+2) | 556,922 | (556,922) | |
| If the EUR had changed by 20% against the TRY | |||
| 4- EUR net assets/(liabilities) | (136,776) | 136,776 | |
| 5- Hedging amount of EUR (-) | 68,730 | (68,730) | |
| 6- EUR net effect on income/(loss) (4+5) | (68,046) | 68,046 | |
| If the other currencies had changed by 20% against the TRY | 70,303 | ||
| 7- Other currency net assets/(liabilities) | (70,303) - |
- | |
| 8- Hedging amount of other currency (-) 9- Other currency net effect on (loss)/income (7+8) |
(70,303) | 70,303 | |
(Amounts expressed in thousands of Turkish Lira ("TRY") with the purchase power of 31 March 2025, unless otherwise indicated. Currencies other than TRY, expressed in thousands unless otherwise indicated.)
Credit risk involves the risk that counterparties may be unable to meet the terms of their agreements. These risks are monitored by credit ratings and by setting credit limits to individual counterparties. The credit risk is generally highly diversified due to the large number of entities comprising the customer bases and their dispersion across many different industries.
The table representing the Group's credit risk of financial instruments as of 31 March 2025 is as follows:
| Receivables from finance | |||||||
|---|---|---|---|---|---|---|---|
| Trade receivables | sector operations | Other receivables | Cash on | ||||
| Related Party | Other | Related Party | Other | Related Party | Other | deposit | |
| Maximum net credit risk as of the reporting date | 40,972 | 6,687,040 | 82,101 | 10,049,596 | 55,429 | 707,113 | 25,351,437 |
| - The part of maximum risk under guarantee with collateral | 3,485 | 707,062 | - | 1,949,430 | - | 46,956 | 275,680 |
| A. Net book value of neither past due nor impaired | |||||||
| financial assets | 40,972 | 6,225,091 | 82,101 | 10,049,596 | 55,429 | 707,113 | 25,351,437 |
| - Guaranteed amount by collateral | 3,485 | 619,674 | - | 1,949,430 | - | 46,956 | 275,680 |
| B. Book value of restructured otherwise accepted | |||||||
| as past due and impaired financial assets | - | - | - | - | - | - | - |
| C. Net book value of past due | |||||||
| but not impaired assets | - | 461,949 | - | - | - | - | - |
| - Guaranteed amount by collateral | - | 87,388 | - | - | - | - | - |
| D. Impaired asset net book value | - | - | - | - | - | - | - |
| - Past due (gross amount) (Note 8) | - | 44,275 | - | 15,693 | - | 24 | 21 |
| - Impairment (-) (Note 8) | - | (44,275) | - | (15,693) | - | (24) | (21) |
| - Net value collateralized or guaranteed | - | - | - | - | - | - | - |
(Amounts expressed in thousands of Turkish Lira ("TRY") with the purchase power of 31 March 2025, unless otherwise indicated. Currencies other than TRY, expressed in thousands unless otherwise indicated.)
The table representing the Group's credit risk of financial instruments as of 31 December 2024 is as follows:
| Receivables from finance | |||||||
|---|---|---|---|---|---|---|---|
| Trade receivables | sector operations | Other receivables | Cash on | ||||
| Related Party | Other | Related Party | Other | Related Party | Other | deposit | |
| Maximum net credit risk as of the reporting date | 12,987 | 8,181,802 | 51,151 | 8,887,300 | 60,787 | 868,380 | 28,089,549 |
| - The part of maximum risk under guarantee with collateral | 14,365 | 801,599 | - | 1,142,762 | - | 332,723 | 851,529 |
| A. Net book value of neither past due nor impaired | |||||||
| financial assets | 12,987 | 7,814,769 | 51,151 | 8,887,300 | 60,787 | 868,380 | 28,089,549 |
| - Guaranteed amount by collateral | 13,585 | 687,084 | - | 1,142,762 | - | 332,723 | 851,529 |
| B. Book value of restructured otherwise accepted | |||||||
| as past due and impaired financial assets | - | - | - | - | - | - | - |
| C. Net book value of past due | |||||||
| but not impaired assets | - | 368,728 | - | - | - | - | - |
| - Guaranteed amount by collateral | 780 | 114,515 | - | - | - | - | - |
| D. Impaired asset net book value | - | - | - | - | - | - | - |
| - Past due (gross amount) (Note 8) | - | 33,851 | - | 17,075 | - | - | 29 |
| - Impairment (-) (Note 8) | - | (33,851) | - | (17,075) | - | - | (29) |
| - Net value collateralized or guaranteed | - | - | - | - | - | - | - |
(Amounts expressed in thousands of Turkish Lira ("TRY") with the purchase power of 31 March 2025, unless otherwise indicated. Currencies other than TRY, expressed in thousands unless otherwise indicated.)
Fair value is the amount at which a financial instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation, and is best evidenced by a quoted market price, if one exists.
The estimated fair values of financial instruments are determined by the Group, using available market information and appropriate valuation methodologies for each segment of the Group. However, judgment is necessarily required to interpret market data to estimate the fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Group could realize in a current market exchange.
The following methods and assumptions are used in the estimation of the fair value of the financial instruments for which it is practicable to estimate fair value:
The fair values of balances denominated in foreign currencies, which are translated at the period end exchange rates, are considered to approximate carrying value.
The fair values of certain financial assets carried at cost, including fair values of cash and due from banks are considered to approximate their respective carrying values due to their short-term nature and immateriality of losses on collectability. The fair value of investment securities has been estimated based on the market prices at the statement of financial position dates.
Trade receivables are disclosed at their amortized cost using the effective interest rate method and the carrying values of trade receivables along with the related allowances for collectability are estimated to be at their fair values.
The estimated fair value of receivables from finance sector operations represents the discounted amount of estimated future cash flows expected to be received, Expected cash flows are discounted at current market rates with similar currency and remaining maturity in order to determine their fair value.
The fair value of bank borrowings and other monetary liabilities are considered to approximate their respective carrying values due to their short-term nature.
Long-term borrowings, which are principally at variable rates, and denominated in foreign currencies, are translated at the period-end exchange rates and accordingly, their fair values approximate their carrying values.
Trade payables are disclosed at their amortized cost using the effective interest rate method and accordingly their carrying amounts approximate their fair values.
The estimated fair value of demand deposits with no stated maturity classified under payables to finance sector operations, represents the amount repayable on demand. The fair value of overnight deposits is considered to approximate their carrying values. The estimated fair value of fixed-interest deposits is calculated based ondiscounted cash flows using market interest rates applied to similar loans and other debts. In case the maturities are short-term, the carried value is assumed to reflect the fair value.
(Amounts expressed in thousands of Turkish Lira ("TRY") with the purchase power of 31 March 2025, unless otherwise indicated. Currencies other than TRY, expressed in thousands unless otherwise indicated.)
Fair Value of Financial Instruments
The fair values of financial assets and financial liabilities are determined as follows:
The level classifications of financial assets and liabilities stated at their fair values are as follows:
| Fair value level | |||||
|---|---|---|---|---|---|
| as of reporting date | |||||
| 31 March | Level 1 | Level 2 | Level 3 | ||
| Financial assets | 2025 | TRY | TRY | TRY | |
| Derivative instruments held for sale at | |||||
| fair value through profit or loss | 126,002 | - | 126,002 | - | |
| Available-for-sale financial assets held at fair value through | |||||
| other comprehensive income statement (Note 6) | 1,520,650 | - | 1,520,650 | - | |
| Bonds, bills and stocks (Note 6) | 30,451,620 | 30,451,620 | - | - | |
| Total | 32,098,272 | 30,451,620 | 1,646,652 | - | |
| Financial liabilities | |||||
| Derivative instruments held for sale at | |||||
| fair value through profit or loss | 168,076 | - | - | 168,076 | |
| Total | 168,076 | - | - | 168,076 | |
| Fair value level | |||||
| as of reporting date | |||||
| 31 December | Level 1 | Level 2 | Level 3 | ||
| Financial assets | 2024 | TRY | TRY | TRY | |
| Derivative instruments held for sale at | |||||
| fair value through profit or loss | 110,194 | - | 110,194 | - | |
| Available-for-sale financial assets held at fair value through | |||||
| other comprehensive income statement (Note 6) | 1,541,569 | - | 1,541,569 | - | |
| Bonds, bills and stocks (Note 6) | 29,765,062 | 29,765,062 | - | - | |
| Total | 31,416,825 | 29,765,062 | 1,651,763 | - | |
| Financial liabilities | |||||
| Derivative instruments held for sale at | |||||
| fair value through profit or loss | 13,636 | - | - | 13,636 | |
| Total | 13,636 | - | - | 13,636 |
(Amounts expressed in thousands of Turkish Lira ("TRY") with the purchase power of 31 March 2025, unless otherwise indicated. Currencies other than TRY, expressed in thousands unless otherwise indicated.)
The financial information required to be disclosed in accordance with TFRS 12 of Karel, the subsidiary of the Group, which the Group controls but does not fully own and whose non-controlling shares are material to the consolidated financial statements, is presented below.
| KAREL | 31 March 2025 | 31 December 2024 |
|---|---|---|
| Current assets | 7,230,057 | 7,900,867 |
| Non-current assets | 4,635,806 | 4,764,032 |
| Short-term liabilities | 8,780,432 | 9,287,119 |
| Long-term liabilities | 1,132,522 | 1,069,226 |
| Total equity | 1,952,910 | 2,308,555 |
| 1 January - | 1 January - | |
| 31 March 2025 | 31 March 2024 | |
| Revenue | 3,275,384 | 4,305,807 |
| Cost of sales | (3,048,255) | (3,784,760) |
| Gross profit/(loss) | 227,129 | 521,047 |
| Profit/(loss) before taxation | (255,138) | (66,764) |
| Profit/(loss) for the period | (339,255) | (123,885) |
| Attributable to equity holders | ||
| of the parent company | (351,582) | (154,026) |
(Amounts expressed in thousands of Turkish Lira ("TRY") with the purchase power of 31 March 2025, unless otherwise indicated. Currencies other than TRY, expressed in thousands unless otherwise indicated.)
As of 31 March 2025, the amounts related to net monetary position gains and (losses) in accordance with TAS 29 for the Group are as follows:
| Non-monetary Items | 31 March 2025 |
|---|---|
| Balance Sheet Items | (1,862,757) |
| Inventories | 943,867 |
| Prepaid expenses | 335,434 |
| Biological assets | 3,506 |
| Other current assets | 154,273 |
| Financial investments | 22,176 |
| Investments accounted for by the equity method | 601,624 |
| Investment properties | 636,523 |
| Property, plant and equipment | 11,726,163 |
| Other intangible assets | 11,585,806 |
| Goodwill | 1,386,206 |
| Right of use assets | 826,150 |
| Deferred tax assets | (642,412) |
| Deferred income | (86,917) |
| Other short-term provisions | (830,155) |
| Deferred tax liability | (5,599,750) |
| Capital adjustment differences | (53,599,568) |
| Repurchased shares (-) | 358,889 |
| Share premiums (discounts) | (2,082,295) |
| Gains (losses) on revaluation on property, plant and equipment | (298) |
| Actuarial gains (losses) on defined benefit plans | 132,109 |
| Shares not classified as profit or loss from other comprehensive income of investments accounted for by the equity method | (9,611) |
| Currency translation differences | 17,796,534 |
| Other gains (losses) | 1,878 |
| Gain (loss) on revaluation and reclassification of financial assets held for sale | (18,083) |
| Restricted reserves | (13,389,489) |
| Retained earnings | 34,993,047 |
| Non-controlling interests | (7,108,364) |
| Income Statement Items | 1,107,674 |
| Revenue | (199,923) |
| Revenue from finance sector operations | (193,061) |
| Cost of sales (-) | 1,277,786 |
| Cost of finance sector operations (-) | (600,632) |
| Research and development expenses (-) | 29,585 |
| General administrative expenses (-) | 87,750 |
| Marketing expenses (-) | 110,074 |
| Other income from operating activities | 17,141 |
| Other expenses from operating activities (-) | 41,594 |
| Share of gain (Loss) on investments accounted for by the equity method | 61,535 |
| Income from investment activities | (20,385) |
| Expenses from investment activities (-) | 1,778 |
| Finance income | (6,467) |
| Finance expenses (-) | 160,471 |
| Deferred tax income/expense | 484,418 |
Allocation of profit/loss) for the period - attributable to non-controlling interests (143,990)
(Amounts expressed in thousands of Turkish Lira ("TRY") with the purchase power of 31 March 2025, unless otherwise indicated. Currencies other than TRY, expressed in thousands unless otherwise indicated.)
Significant events after the reporting period are summarized below:
The 'Share Buyback Program', prepared in accordance with the provisions of the Communiqué on Repurchased Shares No. II-22.1 published in the Official Gazette, has been approved, and as of 1 April 2025, the total nominal value of the repurchased shares amounts to TRY 43,866,580 (exact).
Pursuant to the material event disclosure dated 2 April 2025, a Share Transfer Agreement was executed between the Company's subsidiary, Öncü Girişim Sermayesi Yatırım Ortaklığı A.Ş. ("Öncü GSYO"), and Karel Elektronik Sanayi ve Ticaret Anonim Şirketi ("Karel Elektronik") as well as Ömer Tunç Akdeniz, regarding the acquisition of 25% of the shares of Daiichi Elektronik Sanayi ve Ticaret Anonim Şirketi ("Daiichi Elektronik"), representing TRY 4,000,000 of its fully paid-in capital. Under this agreement, Öncü GSYO acquired 21% of the shares from Karel Elektronik for a total consideration of USD 12,600,000 (exact) (USD 15 per share), and 4% of the shares from Ömer Tunç Akdeniz for a total consideration of USD 2,400,000 (exact) (USD 15 per share), amounting to a total acquisition of 25% of the shares for USD 15,000,000 (exact). The transfer of Daiichi Elektronik shares was completed as of 2 April 2025.
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