AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

DOĞAN ŞİRKETLER GRUBU HOLDİNG A.Ş.

Quarterly Report May 8, 2025

5903_rns_2025-05-08_43896021-522e-4f54-b794-8caaeffe7c1f.pdf

Quarterly Report

Open in Viewer

Opens in native device viewer

Doğan Şirketler Grubu Holding A.Ş.

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

Contents

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

1. GENERAL INFORMATION

1.1 Significant Developments During the Period

Change in the Chairwoman of the Board – 06.01.2025

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 Company's Participation in the Capital Increase of D Investment Bank – 25.03.2025

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

1.2 Shareholding Structure and Capital Information

1.2 Subsidiaries and Affiliates

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.

1.3 Issued Capital Market Instruments

Not applicable.

2. MANAGEMENT AND PERSONNEL INFORMATION

2.1 Board of Directors

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

2.2 Changes During the Period

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.

Board of Directors Committees' Duties Allocation

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

New Allocation of Duties for the Board of Directors' Committees

The current structure of the Committees is provided below, based on the resolution adopted by the Board of Directors on April 11, 2025.

Interim Activity Report for the Period 01.01.2025 – 31.03.2025

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.

2.3 Senior Management

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

2.4 Number of Employees and Remuneration Policy

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.

3. FINANCIAL INDICATORS AND ASSESSMENT

3.1 Key Financial Indicators

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%

Balance Sheet Summary:

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

3.2 Financial Analysis

  • Doğan Holding reported 2.5 bn USD NAV, 19.0 bn TL Revenue, 1.8 bn TL EBITDA and 520 mn TL Net Loss as of 1Q 2025.
  • Our NAV is a tad lower vs 2024 year‐end, as majority of our publicly listed assets were negatively impacted from the market volatility throughout the quarter
  • Holding-only cash position almost remained stable at 646 million USD as of 1Q 2025, reflecting our continued strength in liquidity and financial discipline.
  • As per our 2025 guidance, we are progressing in line with expectations across our strategic focus areas:
    • o Renewable energy: performance continues to be solid with the kick off of European projects (Germany & Italy) and with the ongoing project development efforts in Turkiye.
    • o Mining: Gümüştaş posted a 48% y/y growth in mineral production and 55% EBITDA margin in 1Q25—well above guidance—driven by rising commodity prices.
    • o Digital financial services: growth trajectory remains consistent with our targets, Hepiyi Insurance notably outperforming expectations.
  • Dogan Holding reported 19 billion TL revenue, down by 22% vs same period last year. The main reason behind the 5.3 billion TL y/y consolidated revenue decline is Dogan Trend Automotive with 72% y/y drop (c. ‐8.1 billion TL) in revenues due to heavy regulatory environment. The second reason is Karel's 24% y/y decline in revenues (c. ‐1.0 billion TL) due to demand challenges that our key customers experience and limited passthru of the surge in COGS to topline.
  • While prudent opex and cost controls enabled the protection of EBITDA margin, bottom line negatively impacted from inflationary‐accounting repercussions. Compared to 164mn TL net monetary gain recorded in 1Q24, Dogan Holding suffered from 755mn TL net monetary loss, mostly attributable to finance and investments segment for having a robust equity positioning, which resulted in 520 million TL consolidated net loss in 1Q25
  • Doğan Holding outperformed the BIST‐100 Index in 1Q25, delivering 10% return compared to BIST‐100's 2% decline. Foreign institutional investor share rose by 4 pp y/y, reaching 20% in 1Q25.
  • In line with our strategy to expand into high‐value, high‐growth technology‐enabled sectors that are aligned with new trends, we acquired a 25% stake in Daiichi for 15 mn USD in 1Q25 ‐ including 21% from Karel for 12.6 mn USD and 4% from founders—to take a larger share in the fast‐growing automotive cockpit electronics and infotainment technology market and support Karel during a challenging period. Daiichi is a leading provider of touch‐ screen infotainment systems for vehicles.
  • We made advance payment for the the paid‐in capital increase of D Investment Bank at the amount of c. 20 million USD in 1Q25 to fuel its growth and enhance its position in the financial services sector.

4. OPERATIONAL HIGHLIGHTS FOR THE PERIOD

Renewable Energy – Galata Wind

• 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.

  • Electricity generation slightly decreased by 4% y/y due to limited wind availability.
  • Market Clearing Price improved by 18% y/y in 1Q25.
  • As majority of COGS fixed, limited electricity production in 1Q25 pressured margins.
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%

Mining – Gümüştaş Mining

  • Gümüştaş posted a 48% y/y growth in mineral production and 55% EBITDA margin in 1Q25—well above guidance—driven by rising commodity prices.
  • 7 mn USD of the 90 mn USD CAPEX guidance for 2025–2027 was executed in 1Q25, with a strong focus on underground development to ensure long-term production continuity. These investments will be utilized for both mineral processing facility capacity upgrades and exploration of research licenses.
  • Ongoing resource verification, expected to be completed during the summer, will guide future mine planning and support the company's long‐term growth strategy.
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

Digital Financial Services – Hepiyi Insurance

  • AUM increased from 238 mn USD in 1Q24 to 533 mn USD in 1Q25, fueled by the company's advanced pricing algorithms and effective AI integration—solidifying Hepiyi's position as a tech-driven leader in the insurance sector. During the same period, Hepiyi's share in the motor own damage market rose from 1.9% in 1Q24 to 4.3% in 1Q25.
  • New regulations introduced in early 2025 reduced the cap on traffic insurance premiums from five to four times the company's equity, limiting the issuance capacity in the segment. Nevertheless, revenues increased by 96%, driven by strong momentum in all segments.
  • Exceptional cost/revenue performance—well below sector levels—continued to be a key driver of strong net profitability (cost to revenue: 2.5% vs 6.7% of sector average)
Key Financials Reported
(mn TL)
1Q24 1Q25 y/y
Revenue 3,341 6,537 96%
Net Profit 198 504 155%

Electronics, Technology & Industry – Karel

  • 1Q25 revenues amounted to 3,275 mn TL, while EBITDA 139 mn TL; net loss was at 352 mn TL.
  • Renewed long-term contracts with major telecommunication companies—featuring price increases— will be effective as of April 1st and expected to improve profitability in the corporate projects segment.
  • Organizational streamlining and efficiency programs are expected to ease working capital pressure and improve cost efficiency for electronic card manufacturing.
  • 12.6 mn USD cash injection from the Daiichi stake sale is expected to support liquidity.
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

Electronics, Technology & Industry– Sesa Packaging

  • Share of exports rose to 56% in 1Q25, reflecting the company's strategic shift towards international markets amid intensified domestic competition.
  • Premium product sales continued to grow, now accounting for 31% of total revenues in 1Q25 vs 27% in the same period last year. On the other hand, the mis‐match between TL inflation and EUR‐TL developments impacted the operational profitability negatively, as TL denominated operational expenses increased in line with TL inflation, while pricing of exported goods remained flattish.
  • With no major capex needs beyond ongoing efficiency projects, given majority of capex finalized in the previos years. Focus remains on profitable growth and export‐ led performance.
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

Electronics, Technology & Industry - Ditaş

  • Despite a sharp decline in vehicle production at key OEM customers, Ditaş generated positive EBITDA in 1Q25, supported by high‐margin semi‐finished exports and operational efficiency measures.
  • Aftermarket recovery gained traction with the introduction of fixed pricing and margin-focused cost control, leading to strong order intake across key markets.
  • Profitability improved through pricing revisions in previously underperforming products, reflecting stronger aftermarket positioning and disciplined commercial strategy.
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

Automotive & Mobility – Doğan Trend

  • Additional 10% tax on Chinese imports introduced at the end of 2024 and the increased localization requirements limited Special Consumption Tax benefits, impacting passenger car sales in 1Q25 negatively. As a reminder, since December 2024, the minimum local production rate required for vehicles to qualify for the SCT exemption has been increased from 20% to 40%.
  • Cash flow was supported by momentum in second‐hand vehicle sales, thanks to tradein campaigns. Acceleration in rental fleet sales expected to contribute in the second half.
  • Motorcycle production started in İzmir.
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%

4.1 Management Assessment

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.

Çağlar Göğüş CEO

4.2 Field of Activity and Sectoral Position

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.

4.3 Investments and Projects

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.

4.4 Sales and Marketing Activities

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.

4.5 Significant Developments and Announcements

Developments during the period 01.01.2025 – 31.03.2025:

  • 02.01.2025: The Company's General Information Form was updated, and a material event disclosure was made regarding Directors and Officers (D&O) Liability Insurance.
  • 06.01.2025: The role distribution of the Board of Directors was publicly announced.
  • 29.01.2025: A shareholding notification was published by the Central Securities Depository (MKK) due to a trading ban imposed by the Capital Markets Board (CMB).
  • 03.02.2025: The Company's General Information Form was updated.
  • 10.02.2025:
    • o Changes in the members of the Corporate Governance Committee were disclosed.
    • o A change in the Investor Relations Director was announced.
    • o The Company's General Information Form was published.
  • 28.02.2025: The release date of the 2024 year‐end results was announced.
  • 05.03.2025:
    • o The 2024 Consolidated Financial Statements and the Statement of Responsibility were published.
    • o The Investor Information Note regarding the 2024 Financial Results was released.
    • o Forward‐looking expectations for 2025 were published.
    • o The Participation Finance Principles Information Form was released.
  • 10.03.2025:
    • o The 2024 Annual Report and the Statement of Responsibility were disclosed.
    • o The 2024 Sustainability Principles Compliance Report was published.
    • o The Corporate Governance Information Form and Corporate Governance Compliance Report (2024) were released.
    • o A material event disclosure was made regarding Galata Wind's solar power investment in Germany.
  • 20.03.2025:
    • o An invitation to the Ordinary General Assembly Meeting was issued.
    • o The Board of Directors' Dividend Distribution Proposal to be submitted for General Assembly approval was published.
    • o The Disclosure Policy, Share Buyback Program, and Donation & Aid Policy, all to be submitted for General Assembly approval, were published.
  • 21.03.2025: A Share Trading Notification was published on the Public Disclosure Platform (KAP).
  • 24.03.2025:
    • o Independent Board Member candidates were publicly announced.
    • o The Company's General Information Form was updated.

25.03.2025: It was announced that the Company participated in the capital increase of its subsidiary D Investment Bank.

4.6 Material Events and Announcements After the Interim Activity Period

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%).

Regarding the Launch of the New "Share Buy-back Program"- 02.04.2025

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.

Regarding the Acquisition of Daiichi Elektronik Shares by our Subsidiary Öncü Girişim - 02.04.2025

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.

The Appointment of the Independent Audit Firm - 03.04.2025

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.

Ordinary General Assembly Meeting Results Notification - 12.04.2025

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.

2024 Ordinary General Assembly Profit Distribution Result – 12.04.2025

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.

Update of "Donation and Aid Policy" – 12.04.2025

'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.

Update of "Disclosure Policy" – 12.04.2025

'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.

Regarding the Distribution of Duties of the Board of Directors – 14.04.2025

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/.

Regarding the Board of Directors Committees – 21.04.2025

It has been decided that the chairman/chairwoman and members of the Committees established within the Board of Directors will be determined as follows:

Audit Committee

Ali Fuat ERBİL (Chairman) Murat TALAYHAN (Member)

Early Detection of Risk Committee

Ali Aydın PANDIR (Chairman) Ahmet TOKSOY (Member) Tolga BABALI (Member) Bora YALINAY (Member)

Corporate Governance Committee

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'.

Incorporation of a New Company - 22.04.2025

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.

Participation in the Capital Increase of Ditaş A.Ş. – 25.04.2025

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 - Credit Rating – 30.04.2025

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".

Galata Wind's capacity expansion through addition of Mersin WPP and Taşpınar Hybrid SPP – 05.05.2025

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.

5. RISKS AND CONTROL MECHANISMS

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.

5.1 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.

5.2 Financial Risks

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.

5.3 Operational Risks

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.

5.4 Compliance Risks

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.

5.3 Internal Control and Risk Management

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.

6. CORPORATE GOVERNANCE AND RELATED PARTY TRANSACTIONS

6.1 Statement of Compliance with Corporate Governance Principles

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.

6.2 Related Party Transactions

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."

6.3 Summary of the Affiliation Report (If Applicable)

Not applicable.

6.4 Corporate Governance Activities During the Period

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.

7. LEGAL MATTERS AND OTHER ISSUES

7.1 Legal Proceedings and Lawsuits

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.

7.2 Dividend Distribution Policy and Expectations

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
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
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

7.3 Share Buy-Back Program

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:

Interim Activity Report for the Period 01.01.2025 – 31.03.2025

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%

8. STATEMENT OF RESPONSIBILITY

DOĞAN ŞİRKETLER GRUBU HOLDİNG A.Ş.

BOARD OF DIRECTORS' RESOLUTION REGARDING THE APPROVAL OF THE FINANCIAL STATEMENTS AND THE ACTIVITY REPORT

RESOLUTION DATE: 08.05.2025

RESOLUTION NUMBER: 2025/21

STATEMENT OF RESPONSIBILITY PURSUANT TO ARTICLE 9 OF SECTION TWO OF THE COMMUNIQUÉ II-14.1 OF THE CAPITAL MARKETS BOARD

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:

  • To the best of our knowledge, the Consolidated Financial Statements and the Activity Report do not contain any material misstatement or omission that could cause them to be misleading as of the date the disclosure was made,
  • The Consolidated Financial Statements, prepared in accordance with the prevailing Financial Reporting Standards, fairly reflect the Company's assets, liabilities, profit and loss, and financial position, and the Activity Report fairly reflects the Company's business development, performance, and financial position, along with the material risks and uncertainties it faces,

have been determined.

Ali Fuat ERBİL Murat TALAYHAN

Chairman of the Audit Committee Member of the Audit Committee

Bora YALINAY Ebru GÜL

Member Responsible for Financial Affairs Budget Analysis

CFO and Executive Committee Vice President of Financial Reporting and

9. FINANCIAL REPORT

CONVENIENCE TRANSLATION INTO ENGLISH OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN TURKISH

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

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 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
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.

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 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

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS FOR THE PERIODS 1 JANUARY - 31 MARCH 2025 AND 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.)

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

CONDENSED CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME FOR THE PERIODS 1 JANUARY - 31 MARCH 2025 AND 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.)

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)

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIODS 1 JANUARY - 31 MARCH 2025 AND 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.)

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

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIODS 1 JANUARY - 31 MARCH 2025 AND 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.)

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

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW FOR THE PERIODS 1 JANUARY - 31 MARCH 2025 AND 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.)

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

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW FOR THE PERIODS 1 JANUARY - 31 MARCH 2025 AND 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.)

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

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 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.)

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS

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:

Electricity Generation

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

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 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.)

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS (Continued)

Industry and Trade

Subsidiaries Nature of business Country

Automotive Trade and Marketing

Finance and Investment

Internet and Entertainment

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.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 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.)

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS (Continued)

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.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 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.)

NOTE 2 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS

2.1 Basis of Presentation

2.1.1 Preparation and Presentation of Financial Statements

Adopted Financial Reporting Standards

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.

Adjustment to the financial statements in hyperinflationary periods

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.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 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.)

NOTE 2 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (Continued)

2.1 Basis of Presentation (Continued)

2.1.1 Preparation and Presentation of Financial Statements (Continued)

Adjustment to the financial statements in hyperinflationary periods (Continued)

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").

Financial reporting in hyperinflationary economies

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.

Restatement of the Profit or Loss Statement

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.

Restatement of the Cash Flow Statement

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.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 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.)

NOTE 2 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (Continued)

2.1 Basis of Presentation (Continued)

2.1.1 Preparation and Presentation of Financial Statements (Continued)

Adjustment to the financial statements in hyperinflationary periods (Continued)

  • 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.

Functional and Presentation Currency

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.

Restatement of the Financial Position Statement

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.

2.1.2 Financial statements of subsidiaries and joint ventures operating in foreign countries

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:

  • Assets and liabilities for each statement of financial position presented are translated at the exchange rate at the date of that statement of financial position.
  • Income and expenses for each statement of profit or loss are translated at average exchange rates in the accounting period; and all resulting exchange differences are recognised as a separate component of equity and statements of other comprehensive income (currency translation differences).

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.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 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.)

NOTE 2 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (Continued)

2.1 Basis of Presentation (Continued)

2.1.3 Consolidation and equity method accounting principles (Continued)

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.

(a) Non-Controlling Interests

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.

(b) Joint Ventures

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.

2.1.4 Offsetting

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.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 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.)

NOTE 2 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (Continued)

2.1 Basis of Presentation (Continued)

2.1.5 Comparative information and restatement of prior period financial statements

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.

2.1.6 Significant accounting policies and changes in accounting estimates and errors and restatement of prior period financial statements

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.

2.2 Summary of significant accounting policies

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.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 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.)

NOTE 3 - BUSINESS COMBINATIONS

Business combinations as of 31 December 2024:

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)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 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.)

NOTE 3 - BUSINESS COMBINATIONS (Continued)

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.

Non-controlling interests

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.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 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.)

NOTE 4 - SEGMENT REPORTING

a) External revenue

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

b) Profit/(loss) before income tax

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

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 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.)

NOTE 4 - SEGMENT REPORTING (Continued)

c) Segmental analysis for the period ended as of 1 January – 31 March 2025:

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

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 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.)

NOTE 4 - SEGMENT REPORTING (Continued)

c) Segmental analysis for the period ended as of 1 January – 31 March 2024:

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

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 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.)

NOTE 4 - SEGMENT REPORTING (Continued)

d) Segment assets and equity

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

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 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.)

NOTE 4 - SEGMENT REPORTING (Continued)

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

NOTE 5 - CASH AND CASH EQUIVALENTS

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

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 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.)

NOTE 6 - FINANCIAL INVESTMENTS

a) Short-term financial investments

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

b) Long-term financial investments

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

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 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.)

NOTE 6 - FINANCIAL INVESTMENTS (Continued)

b) Long-term financial investments (Continued)

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

NOTE 7 - SHORT AND LONG-TERM FINANCIAL BORROWINGS

Financial Borrowings

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

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 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.)

NOTE 7 - SHORT AND LONG-TERM FINANCIAL BORROWINGS (Continued)

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

NOTE 8 - TRADE RECEIVABLES AND PAYABLES

Short-term trade receivables from third parties

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

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 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.)

NOTE 8 - TRADE RECEIVABLES AND PAYABLES (Continued)

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)

Short-term trade payables to third parties

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

NOTE 9 - INVENTORIES

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

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 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.)

NOTE 10 - INVESTMENT PROPERTIES

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.

Level classification of financial assets and liabilities measured at fair value

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 -

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 31 MARCH 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.)

NOTE 11 – TANGIBLE AND INTANGIBLE ASSETS

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

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 31 MARCH 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.)

NOTE 11 – TANGIBLE AND INTANGIBLE ASSETS (Continued)

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).

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 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.)

NOTE 12 - PROVISIONS, CONTINGENT ASSETS AND LIABILITIES

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

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 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.)

NOTE 13 - COMMITMENTS

(a) Letters of guarantee and guarantee notes given

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.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 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.)

NOTE 13 - COMMITMENTS (Continued)

(a) Letters of guarantee and guarantee notes given (continued)

Non-finance operations:

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

Finance operations:

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

(b) Pledges and mortgages given

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

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 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.)

NOTE 14 - EQUITY

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

Repurchased shares

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.

Dividend Distribution

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.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 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.)

NOTE 15 - OTHER INCOME AND EXPENSES FROM OPERATING ACTIVITIES

Other income from operating activities

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

Other expenses from operating activities

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)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 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.)

NOTE 16 - INCOME AND EXPENSES FROM INVESTMENT ACTIVITIES

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

NOTE 17 – FINANCE INCOME AND EXPENSES

Finance expenses

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)

NOTE 18 - EARNING/LOSS PER SHARE

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

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 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.)

NOTE 19 - RELATED PARTY DISCLOSURES

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:

i) Balances with related parties:

Short-term trade receivables from related parties

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

Short-term receivables from finance sector operations to related parties

31 March 2025 31 December 2024
Esen Madencilik 82,101 -
Hepsi Finansman A.Ş. - 51,151
Total 82,101 51,151

Other short-term receivables from related parties

31 March 2025 31 December 2024
Other receivables from non-group shareholders 55,429 60,787
Total 55,429 60,787

Short-term trade payables to related parties

31 March 2025 31 December 2024
Ortadoğu Otomotiv 373 75
Söğütözü Gayrimenkul - 157
Other - 73
Total 373 305

Short-term portions of long-term lease payables to related parties

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

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 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.)

NOTE 19 - RELATED PARTY DISCLOSURES (Continued)

i) Balances with related parties (Continued):

Long-term lease payables to related parties

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

Other short-term payables to related parties

31 March 2025 31 December 2024
Other payables to non-group shareholders - 71,394
Total - 71,394

ii) Transactions with related parties:

Product and service purchases from related parties

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

Product and service sales to related parties

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

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 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.)

NOTE 19 - RELATED PARTY DISCLOSURES (Continued)

ii) Transactions with related parties (Continued):

Remuneration of the members of the Board of Directors and key management personnel:

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

NOTE 20 - FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

Financial Instruments and Financial Risk Management

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.

a) Market risk

a.1) Foreign currency risk

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

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 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.)

NOTE 20 - FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued)

a) Market risk (Continued)

a.1) Foreign currency risk (Continued)

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)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 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.)

NOTE 20 - FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued)

a) Market risk (Continued)

a.1) Foreign currency risk (Continued)

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)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 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.)

NOTE 20 - FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued)

a) Market risk (Continued)

a.1) Foreign currency risk (Continued)

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

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 31 MARCH 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.)

NOTE 20 - FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued)

b) Credit risk

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 - - - - - - -

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 31 MARCH 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.)

NOTE 20 - FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued)

b) Credit risk (Continued)

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 - - - - - - -

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 31 MARCH 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.)

NOTE 20 - FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued)

c) Fair value of financial instruments

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:

Monetary assets

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.

Monetary liabilities

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.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 31 MARCH 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.)

NOTE 21 - FINANCIAL INSTRUMENTS

Fair Value of Financial Instruments

The fair values of financial assets and financial liabilities are determined as follows:

  • First Level: The fair value of financial assets and financial liabilities with standard terms and conditions and traded on active liquid markets are determined with reference to quoted market prices.
  • Second Level: The fair value of other financial assets and financial liabilities are determined in accordance with generally accepted pricing models based on prices from observable current market transactions.
  • Third Level: The fair value of the financial assets and financial liabilities is determined in accordance with the unobservable current market data.

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

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 31 MARCH 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.)

NOTE 22 - SHARES IN OTHER OPERATIONS

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)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 31 MARCH 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.)

NOTE 23 - DISCLOSURES REGARDING NET MONETARY POSITION GAINS/(LOSSES)

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)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 31 MARCH 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.)

NOTE 24 - SUBSEQUENT EVENTS

Significant events after the reporting period are summarized below:

Disclosures regarding the repurchase of shares;

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).

Disclosures regarding the acquisition of a subsidiary;

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.

…………………

Talk to a Data Expert

Have a question? We'll get back to you promptly.