Quarterly Report • May 12, 2025
Quarterly Report
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FORTE BİLGİ İLETİŞİM TEKNOLOJİLERİ VE SAVUNMA SANAYİ ANONİM ŞİRKETİ AND SUBSIDIARIES ENDING MARCH 31, 2025 CONSOLIDATED INTERIM FINANCIAL STATEMENTS AND NOTES
| TABLE OF CONTENTS | PAGE |
|---|---|
| CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION | 1-2 |
| CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME |
3 |
| CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY |
4 |
| CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS | 5 |
| EXPLANATORY NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
6-42 |
| NOTE-1 GROUP'S ORGANISATION AND NATURE OF OPERATIONS | 6-9 |
| NOTE-2 BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS | 9-14 |
| NOTE-3 SEGMENT REPORTING | 14-16 |
| NOTE-4 RELATED PARTY DISCLOSURES | 16-17 |
| NOTE-5 CASH AND CASH EQUIVALENTS | 17 |
| NOTE-6 FINANCIAL INVESTMENTS | 18 |
| NOTE-7 BORROWINGS | 18 |
| NOTE-8 TRADE RECEIVABLES AND PAYABLES | 19 |
| NOTE-9 OTHER RECEIVABLES AND PAYABLES | 19-20 |
| NOTE-10 EMPLOYEE BENEFIT OBLIGATIONS | 20 |
| NOTE-11 INVENTORIES | 20 |
| NOTE-12 OTHER CURRENT ASSETS | 21 |
| NOTE-13 PREPAID EXPENSES AND DEFERRED INCOME | 21 |
| NOTE-14 RIGHT OF USE ASSETS | 22 |
| NOTE-15 INVESTMENT PROPERTIES | 22-23 |
| NOTE-16 PROPERTY, PLANT AND EQUIPMENT | 24-25 |
| NOTE-17 INTANGIBLE FIXED ASSETS | 26-28 |
| NOTE-18 GOVERNMENT INCENTIVES AND GRANTS | 29 |
| NOTE-19 COMMITMENTS, CONTINGENT ASSETS AND LIABILITIES | 29 |
| NOTE-20 PROVISIONS | 29 |
| NOTE-21 PROVISIONS RELATED TO EMPLOYEE BENEFITS | 30 |
| NOTE-22 EQUITY | 30-31 |
| NOTE-23 REVENUE AND COST OF SALES | 31-32 |
| NOTE-24 GENERAL ADMINISTRATIVE EXPENSES | 32 |
| NOTE-25 MARKETING, SELLING AND DISTRIBUTION EXPENSES | 32 |
| NOTE-26 RESEARCH AND DEVELOPMENT EXPENSES | 32 |
| NOTE-27 OTHER OPERATING INCOME AND EXPENSES | 33 |
| NOTE-28 INCOME AND EXPENSES FROM INVESTMENT ACTIVITIES | 33 |
| NOTE-29 FINANCIAL INCOME AND EXPENSES | 33-34 |
| NOTE-30 TAX ASSETS AND LIABILITIES | 34 |
| NOTE-31 MONETARY GAIN/(LOSS) | 35 |
| NOTE-32 EARNINGS/(LOSS) PER SHARE | 35 |
| NOTE-33 NATURE AND LEVEL OF RISKS ARISING FROM FINANCIAL INSTRUMENTS |
36-41 |
| NOTE-34 FINANCIAL INSTRUMENTS | 41-42 |
| NOTE-35 EVENTS AFTER THE BALANCE SHEET DATE | 42 |
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS OF MARCH 31, 2025, AND DECEMBER 31, 2024
(Amounts expressed in thousands of Turkish Lira ("TRY") unless otherwise indicated.)
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
| Unaudited | Audited | ||
|---|---|---|---|
| 31 March | 31 December | ||
| Notes | 2025 | 2024 | |
| Assets | |||
| Current assets | |||
| Cash and cash equivalents | 5 | 46,270,519 | 116,717,690 |
| Trade receivables | 327,886,862 | 664,805,664 | |
| - Trade receivables from third parties |
8 | 327,886,862 | 664,805,664 |
| Other receivables | 10,058,223 | 10,605,165 | |
| - Other receivables from related parties |
4 | 6,953,476 | 7,653,188 |
| - Other receivables from third parties |
9 | 3,104,747 | 2,951,977 |
| Inventories | 11 | 244,412,331 | 123,226,234 |
| Prepaid expenses | 13 | 42,649,036 | 44,042,639 |
| Current income tax assets | 16,514 | 17,237 | |
| Other current assets | 12 | 35,200,299 | 18,004,825 |
| Total current assets | 706,493,784 | 977,419,454 | |
| Non-current assets |
|||
| Other receivables | 492,441 | 568,313 | |
| - Other receivables from third parties |
9 | 492,441 | 568,313 |
| Financial investments | 6 | 13,183,528 | 13,183,528 |
| Right of use assets | 14 | 18,892,611 | 8,644,194 |
| Investment properties | 15 | 59,937,431 | 59,937,431 |
| Property, plant and equipment | 16 | 119,232,710 | 125,860,598 |
| Intangible assets | 17 | 387,182,998 | 354,122,187 |
| Prepaid expenses | 13 | - | 500,235 |
| Total non-current assets |
598,921,719 | 562,816,486 | |
| Total assets | 1,305,415,503 | 1,540,235,940 | |
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS OF MARCH 31, 2025, AND DECEMBER 31, 2024
(Amounts expressed in thousands of Turkish Lira ("TRY") unless otherwise indicated.) (Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
| Unaudited | Audited |
|---|---|
| 31 March | 31 December |
| Notes 2025 |
2024 |
| Liabilitied | |
| Short term liabilities | |
| Short-term borrowings 7 55,188,653 |
593,333 |
| Short-term portion of long-term borrowings 7 65,633,823 |
89,650,428 |
| Trade payables 267,826,083 |
507,240,502 |
| - Trade payables to third parties 8 267,826,083 |
507,240,502 |
| Employee benefit obligations 10 8,393,043 |
14,890,418 |
| Other payables 7,813,353 |
4,815,744 |
| - Other payables to third parties 9 7,813,353 |
4,815,744 |
| Deferred income 13 3,425,614 |
4,897,592 |
| Current income tax liability 4,529,242 |
4,679,672 |
| Short-term provisions 10,387,644 |
9,109,935 |
| - Provisions for employee benefits 21 9,219,084 |
7,464,805 |
| - Other short term provisions 20 1,168,560 |
1,645,130 |
| Total short-term liabilities 423,197,455 |
635,877,624 |
| Long term liabilities | |
| Long-term borrowings 7 39,883,436 |
32,696,033 |
| Long-term provisions 17,400,858 |
22,248,008 |
| - Provisions for employee benefits 21 5,221,060 |
5,100,961 |
| - Other long term provisions 20 12,179,798 |
17,147,047 |
| Deferred tax liabilities 30 9,202,809 |
228,659 |
| Total long term liabilities 66,487,103 |
55,172,701 |
| Equity 811,184,060 |
842,520,640 |
| Paid-in capital 22 67,000,000 |
67,000,000 |
| Adjustment to share capital 22 230,542,560 |
230,542,560 |
| Share premiums/discounts 508,416,550 |
508,416,550 |
| Other comprehensive income or expenses not to be | |
| reclassified to profit or loss (606,976) |
(142,212) |
| - Gains/(losses) on remeasurement of defined benefit | |
| plans (606,976) |
(142,212) |
| Other comprehensive income or expenses to be | |
| reclassified to profit or loss 2,462,450 |
(528,753) |
| - Foreign currency translation differences 2,462,450 |
(528,753) |
| Restricted reserves 22 16,336,054 |
16,336,054 |
| Retained earnings/(losses) 20,896,441 |
111,166,720 |
| Net profit/(loss) for the period (33,863,019) |
(90,270,279) |
| Non-controlling interests 4,546,885 |
6,664,975 |
| Total equity 815,730,945 |
849,185,615 |
| Total Liabilities and Shareholders' Equity 1,305,415,503 |
1,540,235,940 |
CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS FOR THE YEAR ENDED MARCH 31, 2025, AND 2024
(Amounts expressed in thousands of Turkish Lira ("TRY") unless otherwise indicated.) (Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
| Unaudited | Unaudited | ||
|---|---|---|---|
| 1 January – | 1 January – | ||
| 31 March | 31 March | ||
| Notes | 2025 | 2024 | |
| Revenue | 23 | 245,705,985 | 269,086,393 |
| Cost of sales (-) | 23 | (183,039,127) | (227,645,293) |
| Gross Profit | 62,666,858 | 41,441,100 | |
| General administrative expenses (-) | 24 | (21,374,183) | (17,682,080) |
| Marketing, selling and distribution expenses (-) | 25 | (9,458,939) | (7,859,450) |
| Research and development expenses (-) | 26 | (9,445,023) | (2,075,507) |
| Other income from operating activities | 27 | 48,568,264 | 57,475,927 |
| Other operating expenses (-) | 27 | (65,157,912) | (70,321,061) |
| Operating Profi | 5,799,065 | 978,929 | |
| Income from investing activities | 28 | 13,872,602 | 6,430,283 |
| Operating Profit before Finance Expenses | 19,671,667 | 7,409,212 | |
| Finance income | 29 | 24,121,003 | 50,442,134 |
| Finance expenses (-) | 29 | (26,172,431) | (14,485,140) |
| Monetary gain/loss (-) | 31 | (35,945,484) | (81,717,555) |
| Loss for the Period from Continuing Operations before | (18,325,245) | (38,351,349) | |
| Tax | |||
| Tax Income/(Expense) | |||
| - Current tax expense | 30 | (8,526,790) | (7,027,662) |
| - Deferred tax expense | 30 | (9,129,074) | (3,653,482) |
| Period Loss | (35,981,109) | (49,032,493) | |
| Distribution of Profit/(Loss) for the Period | |||
| Non-controlling interests | (2,118,090) | (423,852) | |
| Parent company shares | (33,863,019) | (48,608,641) | |
| Earnings per share | (0,54) | (0,73) | |
| OTHER COMPREHENSIVE INCOME | |||
| Items not to be reclassified to profit or loss | |||
| Gains/(losses) on remeasurement of defined benefit plans | (142,212) | 122,332 | |
| Taxes on other comprehensive income not to be reclassified | |||
| to profit or loss | (464,764) | (28,239) | |
| - Deferred tax income | (464,764) | (28,239) | |
| Items to be reclassified to profit or loss | |||
| Foreign currency translation differences | 2,991,203 | (92,773) | |
| Total Other Comprehensive Income | 2,384,227 | 1,320 | |
| Total Comprehensive Income | (33,596,882) | (49,031,173) | |
| Breakdown of Total Comprehensive Income/(Expenses) | |||
| Non-controlling interests | (2,118,090) | (423,852) | |
| Parent company shares | (31,478,792) | (48,607,321) |
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE YEAR ENDED MARCH 31, 2025, AND 2024
(Amounts expressed in thousands of Turkish Lira ("TRY") unless otherwise indicated.)
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
| Other comprehensive |
Other comprehensive |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| income not to be reclassified |
income to be reclassified |
||||||||||
| under profit and | under profit | ||||||||||
| los | and loss | Retained earnings | |||||||||
| Adjustment | Gain/(loss) arising | Currency | Net | Non | |||||||
| Paid-in | to share | Premiums | from defined | Restricted | translation | Retained | profit/(loss) | Equity holders | controlling | ||
| capital | capital | related to shares | benefit plans | reserves | differences | earnings | for the period | of the parent | interest | Total equity | |
| Balance at January 1, 2024 |
67,000,000 | 230,542,560 | 508,416,550 | (216,557) | 16,336,054 | (281,071) | 107,071,624 | 13,419,732 | 942,288,890 | - | 942,288,890 |
| Transfer | - | - | - | - | - | - | 13,419,732 | (13,419,732) | - | - | - |
| Business combination effect | - | - | - | - | - | - | - | - | - | 7,487,154 | 7,487,154 |
| Total comprehensive | |||||||||||
| income/(loss) | - | - | - | 93,802 | - | (92,773) | - | (48,608,350) | (48,607,321) | (423,852) | (49,031,173) |
| - Profit/(loss) for the period |
- | - | - | - | - | - | - | (48,608,350) | (48,608,350) | (424,143) | (49,032,493) |
| - Other comprehensive |
|||||||||||
| income/(expense) | - | - | - | 93,802 | - | (92,773) | - | - | 1,029 | 291 | 1,320 |
| Balances as of March 31, 2024 | 67,000,000 | 230,542,560 | 508,416,550 | (122,755) | 16,336,054 | (373,844) | 120,491,356 | (48,608,350) | 893,681,569 | 7,063,302 | 900,744,871 |
| Balance at January 1, 2025 | 67,000,000 | 230,542,560 | 508,416,550 | (142,212) | 16,336,054 | (528,753) | 111,166,720 | (90,270,279) | 842,520,640 | 6,664,975 | 849,185,615 |
| Transfer | - | - | - | - | - | - | (90,270,279) | 90,270,279 | - | - | - |
| Business combination effect | - | - | - | - | - | - | - | - | - | - | - |
| Total comprehensive | |||||||||||
| income/(loss) | - | - | - | (464,764) | - | 2,991,203 | - | (33,863,019) | (31,336,580) | (2,118,090) | (33,454,670) |
| - Profit/(loss) for the period |
- | - | - | - | - | - | (33,863,019) | (33,863,019) | - | (33,863,019) | |
| - Other comprehensive |
|||||||||||
| income/(expense) | - | - | - | (464,764) | - | 2,991,203 | - | - | 2,526,439 | (2,118,090) | 408,349 |
| Balances as of March 31, 2025 | 67,000,000 | 230,542,560 | 508,416,550 | (606,976) | 16,336,054 | 2,462,450 | 20,896,441 | (33,863,019) | 811,184,060 | 4,546,885 | 815,730,945 |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED MARCH 31, 2025, AND 2024
(Amounts expressed in thousands of Turkish Lira ("TRY") unless otherwise indicated.) (Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March
2025 unless otherwise indicated.)
| Unaudited | Unaudited | |
|---|---|---|
| 1 January – | 1 January – | |
| 31 March | 31 March | |
| 2025 | 2024 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Profit/(Loss) for the period | (35,981,109) | (49,032,493) |
| Adjustments to reconcile net profit/(loss) for the period: | 19,504,284 | 53,207,857 |
| Adjustments related to depreciation and amortization expense | 17,817,322 | 6,534,616 |
| Adjustments related to impairment of receivables | 3,492,665 | (2,016) |
| Adjustments related to impairment of inventories | - | (19,376) |
| Adjustments related to provisions for employee benefits | (2,131,316) | 249,768 |
| Adjustments related to provisions | 3,725,697 | (2,382,295) |
| Adjustments related to tax (income)/expense | 9,129,072 | 3,653,482 |
| Interest expense | 3,675,734 | (7,870,304) |
| Interest income | (1,759,452) | (13,635,889) |
| Monetary (loss)/gain | (14,445,438) | 66,679,871 |
| Adjustments related to (increase)/decrease in trade receivables | (46,207,813) | 202,335,760 |
| Increase/(decrease) in financial investments | 282,809,880 | 168,473,305 |
| Decrease/(increase) in inventories | (121,186,097) | (8,018,511) |
| Adjustments related to increase in trade payables | (197,703,285) | 85,862,381 |
| Increase/(decrease) in employee benefit obligations | 5,260,087 | 9,061,332 |
| Increase/(decrease) in prepaid expenses | 1,893,838 | (34,059,568) |
| Increase/(decrease) in deferred income | (1,048,952) | (671,701) |
| (Increase)/decrease in other operating assets | (19,754,259) | (18,062,174) |
| Increase/(decrease) in other operating liabilities | 3,520,975 | (249,304) |
| Cash Flows from operating activities | (62,684,638) | 206,511,124 |
| Tax payments/(refunds) | (284,998) | - |
| Net cash flows from operating activities | (62,969,636) | 206,511,124 |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Cash inflows from sale of property, plant and equipment and intangible | ||
| assets | 29,038,544 | 1,231,285 |
| Cash outflows from sale of property, plant and equipment and intangible | ||
| assets | (55,386,605) | (65,707,300) |
| Cash used in investing activities | (26,348,061) | (64,476,015) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Cash inflows from borrowings | 56,357,259 | 143,445,281 |
| Cash outflows from borrowings | (14,096,212) | (179,234,480) |
| Effects of business combination | - | (2,142,989) |
| Interest received | 1,759,452 | 25,772,297 |
| Interest paid | (14,244,889) | (12,136,408) |
| Other cash outflows/inflows | (2,106,998) | - |
| Cash from financing activities | 27,668,612 | (24,296,299) |
| NET INCREASE/(DECREASE) IN CASH AND CASH | ||
| EQUIVALENTS BEFORE CURRENCY TRANSLATION | ||
| DIFFERENCES | (61,649,085) | 117,738,810 |
| EFFECT OF CURRENCY TRANSLATION DIFFERENCES | 2,991,203 | (92,773) |
| NET INCREASE/(DECREASE) IN CASH AND CASH | ||
| EQUIVALENTS | (58,657,882) | 117,646,037 |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF | ||
| THE PERIOD | 116,717,690 | 370,490,971 |
| Effects of inflation on cash | (11,789,289) | (63,643,354) |
| CASH AND CASH EQUIVALENTS AT THE END OF THE | ||
| PERIOD | 46,270,519 | 424,493,654 |
(Amounts expressed in thousands of Turkish Lira ("TRY") unless otherwise indicated.) (Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
Forte Bilgi İletişim Teknolojileri ve Savunma Sanayi Anonim Şirketi and its subsidiaries will be referred to as the "Group" in the notes to the consolidated financial statements. Information regarding the operations of the companies included in the consolidation is as follows;
Forte Bilgi İletişim Teknolojileri ve Savunma Sanayi Anonim Şirketi was established on May 03, 2006 in Ankara/Turkey with the title "Forte Bilgi ve İletişim Teknolojileri Sanayi ve Ticaret Anonim Şirketi" and changed its title on September 24, 2021. The main field of activity of the Company is to purchase and sell all kinds of electronic data processing and communication machines and to provide technical support for related products; also to produce and develop application software, database, operating system software, productivity enhancing software, to carry out R&D activities related to these, and to provide installation and technical support for them. The Company carries out its R&D activities at its branch office located at Hacettepe University Teknokent.
The shares of Forte Bilgi İletişim Teknolojileri ve Savunma Sanayi Anonim Şirketi started to be traded on Borsa Istanbul Main Market with the code "FORTE" and continuous trading method as of June 14, 2023.
The Group's software projects as of March 31, 2025 are as follows;
As of March 31, 2025, the Company's average number of personnel is 181 (December 31, 2024: 159).
The capital structure of the Company as of March 31, 2025 and December 31, 2024 is presented in Note 22.
As of the report date, the Company's head office address is as follows,
Mustafa Kemal Mahallesi, 2123 Caddesi, Cepa Sitesi Alışveriş Merkezi No: 2/501, Çankaya/Ankara.
As of the date of this report, the Company has 7 branches in Hacettepe Teknokent, Erzurum, Adana, Denizli, Gaziantep, İstanbul and Trabzon.
ELD Bilişim Sanayi Ticaret Anonim Şirketi was established on April 5, 2018 in Ankara / Turkey and its main field of activity is to provide services to public institutions and defense industry in the fields of system integration and software development.
ELD Bilişim's software projects as of March 31, 2025 are as follows;
(Amounts expressed in thousands of Turkish Lira ("TRY") unless otherwise indicated.)
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
ELD Bilişim Sanayi Ticaret Anonim Şirketi ("ELD Bilişim" or the "Company") (Continued)
As at March 31, 2025, the average number of personnel of ELD Bilişim is 38 (December 31, 2024: 30).
The shareholding structure of ELD Bilişim as of March 31, 2025 and December 31, 2024 is as follows;
| 31 March 2025 | 31 December 2024 | |||
|---|---|---|---|---|
| Share | Share | Share | Share | |
| Ratio | Amount | Ratio | Amount | |
| Shareholders | (%) | (TRY) | (%) | (TRY) |
| Forte Bilgi İletişim Teknolojileri ve Savunma Sanayi Anonim Şirketi | 100.00 | 10,000,000 | 100.00 | 10,000,000 |
| Total | 100.00 | 10,000,000 | 100.00 | 10,000,000 |
The head office address of ELD Bilişim is Üniversiteler Mahallesi, 1596. Cadde, Hacettepe Teknokent Sitesi, 5th R&D B Blok No:8 B/9 Çankaya/Ankara.
Forte Crowdfunding Platform Incorporated Company will be incorporated on April 3, 2023, following the receipt of the Company's incorporation permit, as published in the Capital Markets Board's weekly bulletin dated February 23, 2023 and numbered 2023/12. It was established in Ankara/Turkey and its main activity is to act as an intermediary in equitybased crowdfunding activities and to operate a crowdfunding platform in accordance with Article 5, paragraph 1, subparagraph d of the "Communiqué on Crowdfunding" published by the Capital Markets Board in the Official Gazette dated October 27, 2021 and numbered 31641.
As of March 31, 2025, Forte Crowdfunding's average number of personnel is 3 (December 31, 2024: 4).
The shareholding structure of Forte Kitle Fonlama as of March 31, 2025 and December 31, 2024 is as follows;
| 31 March 2025 | 31 December 2024 | |||
|---|---|---|---|---|
| Share | Share | Share | Share | |
| Ratio | Amount | Ratio | Amount | |
| Shareholders | (%) | (TRY) | (%) | (TRY) |
| Forte Bilgi İletişim Teknolojileri ve Savunma Sanayi Anonim Şirketi | 100.00 | 15,000,000 | 100.00 | 15,000,000 |
| Total | 100.00 | 15,000,000 | 100.00 | 15,000,000 |
Forte Crowdfunding's headquarters address is Mustafa Kemal Mahallesi, 2123 Caddesi, Cepa Sitesi Shopping Center No: 2/501, Çankaya/Ankara.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED MARCH 31, 2025, AND 2024
(Amounts expressed in thousands of Turkish Lira ("TRY") unless otherwise indicated.) (Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
Forips B.V. ("Forips B.V." or "Company")
Forips B.V. ("the Company") was established on September 6, 2023 in Eindhoven/Netherlands under the name "Forips B.V.".
Forips B.V.'s field of activity is to carry out the marketing, promotion and sales activities of technology and software products that have already been produced in the European market and whose research and development processes are ongoing.
As of March 31, 2025 and December 31, 2024, the Company has no personnel.
The shareholding structure of Forips B.V. as of March 31, 2025 and December 31, 2024 is as follows;
| 31 March 2025 | 31 December 2024 | |||
|---|---|---|---|---|
| Share | Share | Share | Share | |
| Ratio | Amount | Ratio | Amount | |
| Shareholders | (%) | (EUR) | (%) | (EUR) |
| ELD Bilişim Sanayi Ticaret Anonim Şirketi | 100.00 | 100 | 100.00 | 100 |
| Total | 100.00 | 100 | 100.00 | 100 |
The registered address of the Company is Kastanjelaan 400, 5616 LZ, Eindhoven/Netherlands.
Cetwell Bilgi Teknolojileri ve Zirai Sistemler Danışmanlık Hizmetleri İthalat İhracat Sanayi Ticaret Limited Şirketi ("Cetwell" or "Company")
Cetwell Bilgi Teknolojileri ve Zirai Sistemler Danışmanlık Hizmetleri İthalat İhracat Sanayi Ticaret Limited Şirketi ("the Company") was established on March 7, 2018.
The Company's field of activity is the software, development, production, marketing, export and import of all kinds of agricultural systems and agricultural technologies.
As of March 31, 2025, the average number of personnel of the Company is 15 (December 31, 2024: 6).
The shareholding structure of Cetwell as of March 31, 2025 and December 31, 2024 is as follows;
| 31 March 2025 | 31 December 2024 | |||
|---|---|---|---|---|
| Share | Share | Share | Share | |
| Ratio | Amount | Ratio | Amount | |
| Shareholders | (%) | (TRY) | (%) | (TRY) |
| Forte Bilgi İletişim Teknolojileri ve Savunma Sanayi Anonim Şirketi | 51.00 | 765,000 | 51.00 | 765,000 |
| Orhan Baldır | 49.00 | 735,000 | 49.00 | 735,000 |
| Total | 100.00 | 1,500,000 | 100.00 | 1,500,000 |
The registered address of the Company is Acıdere OSB Mahallesi, Gürgen Sokak, No:5/1, Sarıçam/Adana.
(Amounts expressed in thousands of Turkish Lira ("TRY") unless otherwise indicated.) (Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
Techfor Bilişim Teknolojileri ve Üretim İmalat Sanayi Anonim Şirketi ("Techfor" or "Company")
Techfor ("the Company") was established on November 8, 2024 in Çankaya/Ankara with the title "Techfor Bilişim Teknolojileri Anonim Şirketi" and changed its title on February 6, 2025.
The Company's field of activity is to purchase, sell and market all kinds of electronic data processing and communication machines and related devices and parts and to operate in the field of informatics.
As of March 31, 2025, the Company has no personnel. (December 31, 2024: None.)
The shareholding structure of Techfor as of March 31, 2025 and December 31, 2024 is as follows;
| 31 March 2025 | 31 December 2024 | |||
|---|---|---|---|---|
| Share | Share | Share | Share | |
| Ratio | Amount | Ratio | Amount | |
| Shareholders | (%) | (TRY) | (%) | (TRY) |
| Forte Bilgi İletişim Teknolojileri ve Savunma Sanayi Anonim Şirketi | 100.00 | 1,000,000 | 100.00 | 1,000,000 |
| Total | 100.00 | 1,000,000 | 100.00 | 1,000,000 |
The registered address of the Company is Acıdere OSB Mahallesi, Gürgen Sokak, No:5/1, Sarıçam/Adana.
The condensed consolidated financial statements of the Group have been prepared in accordance with the Turkish Financial Reporting Standards, ("TFRS") and interpretations as adopted in line with international standards by the Public Oversight Accounting and Auditing Standards Authority of Turkey ("POA") in line with the communiqué numbered II-14.1 "Communiqué on the Principles of Financial Reporting In Capital Markets" ("the Communiqué") announced by the Capital Markets Board of Turkey ("CMB") on June 13, 2013 which is published on Official Gazette numbered 28676. TFRS are updated in harmony with the changes and updates in International Financial and Accounting Standards ("IFRS") by the communiqués announced by the POA.
The condensed interim consolidated financial statements are presented in accordance with "Announcement regarding with TAS Taxonomy" which was published on July 3, 2024 by POA and the format and mandatory information recommended by CMB. The Group prepared its condensed consolidated interim financial statements for the three months period ended March 31, 2025, in accordance with TAS 34 "Interim Reporting" standard. Interim condensed consolidated financial statements do not include all the information required for the annual financial statements and therefore they should be read in conjunction with the annual consolidated financial statements for the year ended 31 December 2024.
Foreign subsidiaries have prepared their statutory financial statements in accordance with the related local laws and regulations. Consolidated financial statements have been prepared under the historical cost convention except for the derivative instruments and available for sale financial assets presented at fair values.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED MARCH 31, 2025, AND 2024
(Amounts expressed in thousands of Turkish Lira ("TRY") unless otherwise indicated.) (Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
With the announcements made by the Public Oversight Accounting and Auditing Standards Authority (POA) on November 23, 2023, entities applying TFRSs have started to apply inflation accounting in accordance with TAS 29 Financial Reporting in Hyperinflation Economies as of financial statements for the annual reporting period ending on or after December 31, 2023.
TAS 29 is applied to the financial statements, including the consolidated financial statements, of any entity whose functional currency is the currency of a hyperinflationary economy.
According to the standard, financial statements prepared in the currency of a hyperinflationary economy are presented in terms of the purchasing power of that currency at the balance sheet date. Prior period financial statements are also presented in the current measurement unit at the end of the reporting period for comparative purposes. The Group has therefore presented its consolidated financial statements as of March 31, 2024, and December 31, 2024 on the purchasing power basis as of March 31, 2025.
Pursuant to the decision of the Capital Markets Board (SPK) dated December 28, 2023 and numbered 81/1820, it has been decided that issuers and capital market institutions subject to financial reporting regulations that apply Turkish Accounting/Financial Reporting Standards will apply inflation accounting by applying the provisions of IAS 29 starting from their annual financial reports for the periods ending on December 31, 2023.
The adjustments made in accordance with IAS 29 were made using the adjustment coefficient obtained from the Consumer Price Index (CPI) of Turkey published by the Turkish Statistical Institute (TÜİK).
As of March 31, 2025, the indices and adjustment coefficients used in the adjustment of the consolidated financial statements are as follows:
| Conversion | Three-year | ||
|---|---|---|---|
| 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 process for financial reporting in hyperinflationary are as follows:
Current period consolidated financial statements prepared in TRY are expressed in terms of the purchasing power at the balance sheet date, and amounts from previous reporting periods are also adjusted and expressed in terms of the purchasing power at the end of the reporting period.
Monetary assets and liabilities are not adjusted as they are already expressed in terms of the current purchasing power at the balance sheet date. In cases where the inflation-adjusted values of non-monetary items exceed their recoverable amount or net realizable value, the provisions of IAS 36 "Impairment of Assets" and IAS 2 "Inventories" are applied, respectively.
Non-monetary assets and liabilities and equity items that are not expressed in terms of the current purchasing power at the balance sheet date have been adjusted using the relevant adjustment coefficients.
All items in the comprehensive income statement, except for those that have an impact on the comprehensive income statement of non-monetary items on the balance sheet, have been indexed using the coefficients calculated for the periods when the income and expense accounts were first reflected in the financial statements.
The impact of inflation on the Group's net monetary asset position in the current period is recorded in the net monetary gain/(loss) account in the consolidated income statement.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED MARCH 31, 2025, AND 2024
(Amounts expressed in thousands of Turkish Lira ("TRY") unless otherwise indicated.) (Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
The functional and reporting currency of the Parent Company and its subsidiary in Turkey is TRY, compared to previous periods. The functional currency of the subsidiary abroad is EURO and the reporting unit is TRY.
Financial information given in TRY is shown by rounding to the nearest full TRY value.
Companies in which the Parent Company directly or indirectly owns 50% or more of the shares or has more than 50% of the voting rights or has control over their operations are subject to the "full consolidation method". Control is in question if the Parent Company has the right to determine financial and administrative policies for its own benefit. Companies in which the Parent Company has a continuous connection and/or direct or indirect capital and management relationship in terms of participating in the management and determination of business policies or in which the Parent Company has a twenty percent or more or less than fifty percent share in the capital or the right to participate in the management at this rate are subject to the "equity method".
The principles applied in the full consolidation method are as follows:
• The accounting policies applied by the companies included in the consolidation have been brought into line with the accounting policies of the Parent Company.
• The acquisition cost of the shares owned by the Parent Company in the equity of its subsidiaries within the scope of consolidation has been offset from the value represented by these shares in the equity of the subsidiaries' balance sheets brought into line with the accounting policies of the Parent Company.
• The balance sheet items other than the paid-in capital and equity capital of the Parent Company and subsidiaries on the date of acquisition have been added up and in the total transaction, the receivables and payables of the partnerships subject to the consolidation method from each other have been mutually deducted.
• The amounts corresponding to the shares other than the parent company and subsidiaries from all equity account group items including the paid-in/issued capital of the subsidiaries within the scope of consolidation have been deducted and shown in the "Non-Controlling Interests" account in the consolidated balance sheet.
• The shares of the Parent Company owned by the subsidiaries within the scope of consolidation have been mutually discounted with the capital of the Parent Company.
• The profit or loss statement items of the Parent Company and the subsidiaries have been collected separately and the income and expense items arising from their transactions with each other have been mutually offset with the relevant accounts. In the collection of the profit or loss statement items for the subsidiaries acquired during the accounting period, the events that occurred after the date the subsidiaries were acquired have been taken into account (excluding business combinations subject to joint control).
• The portion of the net profit or loss of the subsidiaries within the scope of consolidation that corresponds to the shares other than the partnerships subject to the consolidation method has been shown in the "Non-Controlling Interests" account.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED MARCH 31, 2025, AND 2024
(Amounts expressed in thousands of Turkish Lira ("TRY") unless otherwise indicated.) (Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
As of March 31, 2025, the companies in which the Parent Company directly or indirectly owns 50% or more of the shares or has more than 50% of the voting rights or has control over their activities and which are subject to the "full consolidation method" are as follows;
| Parent Company's Share Ratio in Subsidiary |
|||
|---|---|---|---|
| (Direct) | (Direct + Indirect) |
Share | |
| ELD Bilişim Sanayi Ticaret Anonim Şirketi | %100.00 | %100.00 | %0.00 |
| Forte Kitle Fonlama Platformu Anonim Şirketi | %100.00 | %100.00 | %0.00 |
| Forips B.V. | - | %100.00 | %0.00 |
| Cetwell | %51.00 | %51.00 | %49.00 |
| Techfor | %100.00 | %100.00 | %0.00 |
As of 31 December 2024, the companies in which the Parent Company directly or indirectly owns 50% or more of the shares or has more than 50% of the voting rights or has control over their activities and which are subject to the "full consolidation method" are as follows;
| Parent Company's Share Ratio in Subsidiary |
||||
|---|---|---|---|---|
| (Direct + | ||||
| (Direct) | Indirect) | Share | ||
| ELD Bilişim Sanayi Ticaret Anonim Şirketi | %100.00 | %100.00 | %0.00 | |
| Forte Kitle Fonlama Platformu Anonim Şirketi | %100.00 | %100.00 | %0.00 | |
| Forips B.V. | - | %100.00 | %0.00 | |
| Cetwell | %51.00 | %51.00 | %49.00 | |
| Techfor | %100.00 | %100.00 | %0.00 |
The accompanying consolidated financial statements have been prepared on the basis of going concern, assuming that the Group will benefit from its assets and fulfil its liabilities in the next year and in the natural course of its activities.
Financial assets and liabilities are shown net when there is a necessary legal right, when there is an intention to evaluate the assets and liabilities in question netly, or when the acquisition of assets and the fulfillment of liabilities occur simultaneously.
In order to enable the determination of consolidated financial position and performance evaluations, the Group's consolidated financial statements are prepared comparatively with previous periods. The Group has prepared the consolidated financial position statement dated 31 March 2025 in comparison with the consolidated financial position statement dated 31 December 2024, and the consolidated profit or loss, consolidated other comprehensive income statement, consolidated cash flow statement and consolidated equity change statement for the period 1 January - 31 March 2025 in comparison with the period 1 January - 31 March 2024. In order to ensure consistency with the presentation of the current period consolidated financial statements, comparative information is reclassified when necessary and significant differences are explained.
The Group has made a reclassification of TRY 10,220,023 whereby the training and consultancy expenses, which were previously recorded under cost of sales in the prior period, have been reclassified as operating expenses in the current period. Other than this reclass, there are any adjustments to its consolidated financial statements as of 31 March 2025, except for the adjustments made due to the application of the TAS 29 standard, the details of which are explained in the "Adjustment of Consolidated Financial Statements in Hyperinflationary Periods" section.
(Amounts expressed in thousands of Turkish Lira ("TRY") unless otherwise indicated.) (Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
Accounting policy changes resulting from the first application of a new standard are applied retrospectively or prospectively in accordance with the transition provisions, if any. Changes that do not include any transition provisions, optional significant changes in accounting policies or identified accounting errors are applied retrospectively and the financial statements of the previous period are restated. Changes in accounting estimates, if they are related to only one period, are applied in the current period in which the change is made, and if they are related to future periods, they are applied both in the period in which the change is made and prospectively.
The accounting policies adopted in preparation of the consolidated financial statements as of March 31, 2025 are consistent with those of the previous financial year, except for the adoption of new and amended TFRS and TFRS interpretations effective as of January 1, 2025 and thereafter. The effects of these standards and interpretations on the Group's financial position and performance have been disclosed in the related paragraphs.
The amendments did not have a significant impact on the financial position or performance of the Group.
Standards, interpretations and amendments to existing standards that are issued but not yet effective up to the date of issuance of the condensed consolidated financial statements are as follows. the Group will make the necessary changes if not indicated otherwise, which will be affecting the consolidated financial statements and disclosures, when the new standards and interpretations become effective.
The Group will wait until the final amendment to assess the impacts of the changes
The standard is not applicable for the Group and will not have an impact on the financial position or performance of the Group.
The following two amendments to IFRS 9 and IFRS 7 and Annual Improvements to IFRS Accounting Standards as well as IFRS 18 and IFRS 19 are issued by IASB but not yet adapted/issued by POA. Therefore, they do not constitute part of TFRS. The Group will make the necessary changes to its consolidated financial statements after the amendments and new Standard are issued and become effective under TFRS.
The Group is in the process of assessing the impact of the amendments on financial position or performance of the Group.
The mentioned standard is not applicable to the Group.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED MARCH 31, 2025, AND 2024
(Amounts expressed in thousands of Turkish Lira ("TRY") unless otherwise indicated.) (Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
The condensed consolidated financial statements for the interim period ended March 31, 2025, have been prepared in accordance with IAS 34, Interim Financial Reporting. The significant accounting policies used in the preparation of the condensed consolidated financial statements are consistent with those disclosed in detail in the consolidated financial statements as at December 31, 2024. Consequently, the interim condensed consolidated financial statements should be read in conjunction with the annual financial statements for the year ended December 31, 2024.
The Group operates in the same geographical region in the "Commercial Activities" ("Hardware"), "Software Activities", "Crowdfunding Activities" and "Agricultural (Service Sector) Activities" sectors during the accounting period ending on 31 March 2025 (1 January - 31 December 2024: "Commercial Activities" ("Hardware"), "Software Activities" and "Crowdfunding Activities"). For this reason, segment reporting is based on these sectors. The Group's service revenues that are not included in the scope of software and crowdfunding activities are reported in the "Commercial Activities" section.
As of March 31, 2025, the consolidated statement of financial position by segments is as follows;
| Commercial | Software | Crowdfunding | Agricultural | |||
|---|---|---|---|---|---|---|
| Activities | Activities | Activities | Activities | Elimination | Total | |
| Trade receivables | 301,111,560 | 27,745,000 | - | 4,160,302 | (5,130,000) | 327,886,862 |
| Inventories | 237,189,060 | - | - | 7,223,271 | - | 244,412,331 |
| Tangible fixed assets | 105,740,685 | 523,943 | - | 12,950,118 | - | 119,214,746 |
| Intangible fixed assets | 241,097,947 | 145,142,912 | 1,171,477 | 5,274,783 | - | 392,687,119 |
| Financial investments | 104,529,505 | 1,636,251 | - | - | (9,819,172) | 96,346,584 |
| Prepaid expenses | 39,043,113 | 2,864,204 | 21,000 | 720,718 | - | 42,649,035 |
| Other assets | 145,621,011 | 21,413,428 | 8,862,113 | 21,489,601 | (115,167,327) | 82,218,826 |
| Total Assets | 1,174,332,881 | 199,325,738 | 10,054,590 | 51,818,793 | (130,116,499) | 1,305,415,503 |
| Financial liabilities | 148,677,799 | 11,474,999 | - | 553,113 | - | 160,705,911 |
| Trade payables | 262,843,940 | 33,992 | 622 | 4,947,529 | - | 267,826,083 |
| Deferred revenues | 3,367,995 | 56,658 | - | 960 | - | 3,425,613 |
| Other debts and liabilities | 54,856,889 | 87,261,090 | 553,113 | 35,082,511 | (120,026,652) | 57,726,951 |
| Total Liabilities | 469,746,623 | 98,826,739 | 553,735 | 40,584,113 | (120,026,652) | 489,684,558 |
| Paid-in capital | 297,542,561 | 14,221,740 | 24,103,474 | 4,812,727 | (43,137,941) | 297,542,561 |
| Other equity | 495,567,565 | 88,245,224 | (14,602,619) | (14,602,618) | (36,419,168) | 518,188,384 |
| Total Equity | 793,110,126 | 102,466,964 | 9,500,855 | (9,789,891) | (79,557,109) | 815,730,945 |
| Total Liabilities | 1,262,856,749 | 201,293,703 | 10,054,590 | 30,794,222 | (199,583,761) | 1,305,415,503 |
(Amounts expressed in thousands of Turkish Lira ("TRY") unless otherwise indicated.) (Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
As of 31 December 2024, the consolidated financial position statement by segments is as follows;
| Commercial | Software | Crowdfunding | Agricultural | |||
|---|---|---|---|---|---|---|
| Activities | Activities | Activities | Activities | Elimination | Total | |
| Trade receivables | 517,639,836 | 72,491,896 | - | 80,221,095 | (5,547,163) | 664,805,664 |
| Inventories | 107,440,706 | 14,163,903 | - | 1,621,625 | - | 123,226,234 |
| Tangible fixed assets | 109,466,866 | 582,564 | - | 15,793,205 | 17,963 | 125,860,598 |
| Intangible fixed assets | 747,096 | 352,253,522 | 1,213,303 | 5,412,386 | (5,504,121) | 354,122,186 |
| Financial investments | 108,271,912 | 1,800,903 | - | - | (96,889,287) | 13,183,528 |
| Prepaid expenses | 43,452,070 | 357,281 | - | 733,522 | - | 44,542,873 |
| Other assets | 333,767,823 | 11,694,863 | 10,784,619 | 20,460,183 | (162,212,631) | 214,494,857 |
| Total Assets | 1,220,786,309 | 453,344,932 | 11,997,922 | 124,242,016 | (270,135,239) | 1,540,235,940 |
| Financial liabilities | 121,887,296 | 50,294 | - | 1,002,204 | - | 122,939,794 |
| Trade payables | 502,140,838 | 72,201 | 892 | 10,573,734 | (5,547,163) | 507,240,502 |
| Deferred revenues | 3,023,009 | 56,658 | - | 1,817,926 | - | 4,897,593 |
| Other debts and liabilities | 52,917,892 | 66,938,629 | 537,878 | 97,246,179 | (161,668,142) | 55,972,436 |
| Total Liabilities | 679,969,035 | 67,117,782 | 538,770 | 110,640,043 | (167,215,305) | 691,050,325 |
| Paid-in capital | 298,657,666 | 13,106,923 | 24,103,475 | 4,812,728 | (266,938,738) | 73,742,054 |
| Other equity | 242,159,608 | 373,120,228 | (12,644,322) | 8,789,247 | 164,018,800 | 775,443,561 |
| Total Equity | 540,817,274 | 386,227,151 | 11,459,153 | 13,601,975 | (102,919,938) | 849,185,615 |
| Total Liabilities | 1,220,786,309 | 453,344,933 | 11,997,923 | 124,242,018 | (270,135,243) | 1,540,235,940 |
The consolidated profit or loss statement for the accounting period ending on 31 March 2025 is reported by segments as follows;
| Commercial | Software | Crowdfunding | Agricultural | |||
|---|---|---|---|---|---|---|
| Activities | Activities | Activities | Activities | Elimination | Total | |
| Revenue | 221,737,521 | 24,508,790 | 32,224 | 1,824,450 | (2,397,000) | 245,705,985 |
| Cost of sales | (177,709,967) | (773,392) | - | (4,930,768) | 375,000 | (183,039,127) |
| General administrative expenses | (10,203,938) | (8,446,271) | (1,088,386) | (3,657,588) | 2,022,000 | (21,374,183) |
| Marketing expenses | (7,759,589) | (1,699,350) | - | (9,458,939) | ||
| Research and development | ||||||
| expenses | (7,956,580) | (1,488,443) | - | (9,445,023) | ||
| Other income/(expenses) from | ||||||
| operating activities, net | (22,178,904) | (150,836) | (1,925) | 6,324,972 | (582,955) | (16,589,648) |
| Income/(expenses) from investing | ||||||
| activities, net | 12,928,297 | 180,675 | 763,630 | 13,872,602 | ||
| Financing income/(expenses), net | (210,518) | (1,475,680) | 63,661 | (248,216) | (180,675) | (2,051,428) |
| Monetary gain/(loss), net | (63,596,589) | 27,028,342 | (946,794) | 1,569,557 | (35,945,484) | |
| Current tax expense | (4,356,470) | (1,538,528) | - | (2,631,792) | - | (8,526,790) |
| Deferred tax (expense)/income, net | (7,919,071) | 1,370,932 | (7,698) | (2,573,237) | - | (9,129,074) |
| Profit / (loss) for the period, net | (67,225,808) | 37,516,239 | (1,948,918) | (4,322,622) | - | (35,981,109) |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED MARCH 31, 2025, AND 2024
(Amounts expressed in thousands of Turkish Lira ("TRY") unless otherwise indicated.) (Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
The depreciation and amortization shares by departments for the accounting period ending on 31 March 2025 is reported by segments as follows;
| Total | 13,706,381 | 1,960,426 | 41,827 | 1,082,368 | 16,791,002 |
|---|---|---|---|---|---|
| Right of use assets | 1,601,821 | 413,362 | - | 82,888 | 2,098,071 |
| Intangible fixed asset amortization | 8,776,406 | 1,488,443 | 41,827 | 137,603 | 10,444,279 |
| Tangible fixed asset depreciation | 3,328,154 | 58,621 | - | 861,877 | 4,248,652 |
| Activities | Activities | Activities | Activities | Total | |
| Commercial | Software | Crowdfunding | Agricultural |
The consolidated profit or loss statement for the accounting period ending on 31 March 2024 is reported by segments as follows;
| Commercial | Software | Crowdfunding | Agricultural | |||
|---|---|---|---|---|---|---|
| Activities | Activities | Activities | Activities | Elimination | Total | |
| Revenue | 247,584,297 | 14,551,229 | 28,605 | 6,943,716 | (21,454) | 269,086,393 |
| Cost of sales | (214,226,449) | (8,207,459) | - | (5,211,385) | - | (227,645,293) |
| General administrative expenses | (13,378,164) | (848,369) | (1,732,021) | (1,744,980) | 21,454 | (17,682,080) |
| Marketing expenses | (6,688,740) | (1,147,825) | (22,885) | - | - | (7,859,450) |
| Research and development | ||||||
| expenses | - | (2,075,507) | - | - | - | (2,075,507) |
| Other income/(expenses) from | ||||||
| operating activities, net | (12,629,352) | 40,181 | (74,124) | (181,839) | - | (12,845,134) |
| Income/(expenses) from investing | ||||||
| activities, net | 3,929,008 | 77,585 | (4) | 590,487 | 1,833,207 | 6,430,283 |
| Financing income/(expenses), net | 35,931,968 | 320,580 | 62 | (300,792) | 5,176 | 35,956,994 |
| Monetary gain/(loss), net | (69,564,754) | (10,668,075) | (696,728) | (787,998) | - | (81,717,555) |
| Current tax expense | (6,990,799) | - | - | (36,863) | - | (7,027,662) |
| Deferred tax (expense)/income, net | (3,530,333) | 2,839 | 9,960 | (135,948) | - | (3,653,482) |
| Profit / (loss) for the period, net | (39,563,318) | (7,954,821) | (2,487,135) | (865,602) | 1,838,383 | (49,032,493) |
The depreciation and amortization shares by departments for the accounting period ending on 31 March 2024 is reported by segments as follows;
| Commercial | Software | Crowdfunding | Agricultural | ||
|---|---|---|---|---|---|
| Activities | Activities | Activities | Activities | Total | |
| Tangible fixed asset depreciation | 1,651,980 | 49,168 | - | 254,592 | 1,955,740 |
| Intangible fixed asset amortization | 78,342 | 1,785,408 | 10,363 | - | 1,874,113 |
| Right of use assets | 901,816 | - | - | - | 901,816 |
| Total | 2,632,138 | 1,834,576 | 10,363 | 254,592 | 4,731,669 |
Details of short-term receivables from related parties classified under other receivables are as follows (Not 9):
| 31 March 2025 |
31 December 2024 |
||
|---|---|---|---|
| Orhan Baldır | 6,953,476 | 7,653,188 | |
| Total | 6,953,476 | 7,653,188 |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED MARCH 31, 2025, AND 2024
(Amounts expressed in thousands of Turkish Lira ("TRY") unless otherwise indicated.) (Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
The details of interest income from non-commercial receivables from related parties classified under income from investment activities are as follows (Not 28):
| 1 January – | 1 January – | |
|---|---|---|
| 31 March 2025 | 31 March 2024 | |
| Orhan Baldır | - | 590,491 |
| Total | - | 590,491 |
c) The details of the compensation and similar benefits provided to senior executives are as follows:
| 1 January – 31 March 2025 |
1 January – 31 March 2024 |
|
|---|---|---|
| Benefits provided to senior executives | 11,532,806 | 8,510,698 |
| Total | 11,532,806 | 8,510,698 |
The Group has defined senior executives as the Members of the Board of Directors, along with the Directors of General Management, Finance, Software, Sales, Marketing, and Technical Services.
The details of cash and cash equivalents as of 31 March 2025 and 31 December 2024 are as follows:
| 31 March | 31 December | ||
|---|---|---|---|
| 2025 | 2024 | ||
| Cash on hand | 18,122 | 30,509 | |
| Cash on bank | 44,532,582 | 115,584,130 | |
| - Term deposits with a maturity of less than three months | 25,217,746 | 57,160,654 | |
| - Non-term deposits | 19,314,836 | 58,423,476 | |
| Other liquid assets(*) | 1,719,815 | 1,103,051 | |
| Total | 46,270,519 | 116,717,690 |
As of 31 March 2025, the Group has no blocked deposits. (31 December 2024: None.)
(*) Other liquid assets include liquid funds.
As of 31 March 2025, the details of the Group's time deposits, maturity dates and interest rates are as follows:
| Currency Type | Interest Rate | Maturity Range | Original Balance | TRY Equivalent |
|---|---|---|---|---|
| USD | 1% | 4 months | 70,000 | 2,645,384 |
| TRY | 41% - 42% | 1 - 5 days | 22,572,362 | 22,572,362 |
As of 31 December 2024, the details of the Group's time deposits, maturity dates and interest rates are as follows:
| Currency Type | Interest Rate | Maturity Range | Original Balance | TRY Equivalent |
|---|---|---|---|---|
| TRY | 45% - 46% | 1 - 5 days | 53,081,962 | 53,081,962 |
(Amounts expressed in thousands of Turkish Lira ("TRY") unless otherwise indicated.) (Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
The details of financial investments as of 31 March 2025 and 31 December 2024 are as follows:
| 31 March | 31 December | ||
|---|---|---|---|
| 2025 | 2024 | ||
| Venture capital investment funds(*) | 9,463,163 | 9,463,163 | |
| Financial investments (**) | 3,720,365 | 3,720,365 | |
| Total | 13,183,528 | 13,183,528 |
(*) The relevant investment fund consists of shares purchased from the FONTR venture capital investment fund.
(**) Long-term financial investments arise from the long-term fund purchases acquired by the Group within the scope of the "Regulation on Amendments to the Implementation and Supervision Regulation on Supporting Research, Development and Design Activities No. 5746".
The details of short-term financial debts as of 31 March 2025 and 31 December 2024 are as follows:
| 31 March 2025 |
31 December 2024 |
|
|---|---|---|
| Short-term bank loans | 55,082,694 | - |
| Other financial debts (credit cards) | 105,959 | 593,333 |
| Debts arising from leases | 1,372,118 | 5,251,984 |
| Short-term financial lease debts | 730,403 | 474,103 |
| Short-term portions of long-term loans | 63,531,303 | 83,924,341 |
| Total | 120,822,477 | 90,243,761 |
The details of long-term financial debts as of 31 March 2025 and 31 December 2024 are as follows:
| 31 March 2025 |
31 December 2024 |
|
|---|---|---|
| Long-term bank loans | 25,984,837 | 32,412,322 |
| Long-term financial lease debts | 1,650,850 | 283,711 |
| Debts arising from leases | 12,247,749 | - |
| Total | 39,883,436 | 32,696,033 |
The maturity analysis of financial debts as of 31 March 2025 and 31 December 2024 is as follows:
| 31 March | 31 December | |
|---|---|---|
| 2025 | 2024 | |
| Payables due within 0 – 1 year | 120,822,477 | 90,243,761 |
| Payables due within 1 – 5 years | 39,883,436 | 32,696,033 |
| Total | 160,705,913 | 122,939,794 |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED MARCH 31, 2025, AND 2024
(Amounts expressed in thousands of Turkish Lira ("TRY") unless otherwise indicated.) (Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
As of 31 March 2025 and 31 December 2024, the Group's short-term trade receivables are as follows:
| 31 March | 31 December | |
|---|---|---|
| 2025 | 2024 | |
| Trade receivables | 343,242,346 | 690,329,930 |
| Notes receivable | 800,000 | 220,126 |
| Rediscount on receivables (-) | (16,709,858) | (26,354,551) |
| Accrued income from trade activities | 554,374 | 610,159 |
| Doubtful trade receivables | 926,985 | 4,773,691 |
| Provision for doubtful trade receivables (-) | (926,985) | (4,773,691) |
| Total | 327,886,862 | 664,805,664 |
The maturity of the Group's trade receivables varies from customer to customer and is between 30 and 120 days on average.
As of 31 March 2025 and 31 December 2024, the Group's short-term trade payables are as follows:
| 31 March 2025 |
31 December 2024 |
|
|---|---|---|
| Trade payables | 278,022,614 | 499,297,841 |
| Notes payable | 1,723,449 | 15,320,425 |
| Accrued expenses from trade activities | 641,761 | 2,218,109 |
| Discount on payables (-) | (12,561,741) | (9,595,873) |
| Total | 267,826,083 | 507,240,502 |
The maturity of the Group's trade payables varies from supplier to supplier and is between 30 and 120 days on average.
As of 31 March 2025 and 31 December 2024, the Group's other short-term receivables are as follows:
| 31 March 2025 |
31 December 2024 |
|
|---|---|---|
| Receivables from tax office | 2,979,403 | 2,931,801 |
| Receivables from shareholder (Note 4) | 6,953,476 | 7,653,188 |
| Deposits and guarantees given | - | 20,176 |
| Total | 9,932,879 | 10,605,165 |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED MARCH 31, 2025, AND 2024
(Amounts expressed in thousands of Turkish Lira ("TRY") unless otherwise indicated.) (Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
As of 31 March 2025 and 31 December 2024, the Group's other long-term receivables are as follows:
| 31 March 2025 |
31 December | |
|---|---|---|
| 2024 | ||
| Deposits and guarantees given | 492,440 | 568,302 |
| Total | 492,440 | 568,302 |
As of 31 March 2025 and 31 December 2024, the Group's other short-term payables are as follows:
| 31 March 2025 |
31 December 2024 |
|
|---|---|---|
| Taxes and funds payable | 7,808,683 | 4,795,180 |
| Installment tax liabilities | 4,670 | 20,564 |
| Total | 7,813,353 | 4,815,744 |
As of March 31, 2025 and December 31, 2024, the payables within the scope of employee benefits are as follows:
| 31 March 2025 |
31 December 2024 |
|
|---|---|---|
| Social security payables | 8,093,058 | 7,397,827 |
| Payables to personnel | 299,985 | 7,492,591 |
| Total | 8,393,043 | 14,890,418 |
The details of the inventories as of 31 March 2025 and 31 December 2024 are as follows:
| 31 March | 31 December | |
|---|---|---|
| 2025 | 2024 | |
| Commercial goods (*) | 233,754,367 | 109,164,838 |
| Software project stocks (**) | 10,760,471 | 14,163,903 |
| Inventory impairment provision (-) | (102,507) | (102,507) |
| Total | 244,412,331 | 123,226,234 |
(*) Commercial goods primarily consist of inventory items related to contracts made by the Group with its customers, typically hardware stock. As of 31 March 2025, TRY 203,727,610 of the relevant inventory is held in the Group's own warehouse, while the remaining inventory consists of stock held at the customers' premises as part of ongoing projects, due to the nature of the Group's operations (31 December 2024: TRY 20,737,995).
(**) Software project stocks consist of the costs of software projects that are being built on order.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED MARCH 31, 2025, AND 2024
(Amounts expressed in thousands of Turkish Lira ("TRY") unless otherwise indicated.)
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
| 31 March | 31 December | |
|---|---|---|
| 2025 | 2024 | |
| Carryforward VAT | 35,200,299 | 18,004,825 |
| Total | 35,200,299 | 18,004,825 |
As of March 31, 2025 and December 31, 2024, short-term prepaid expenses are as follows:
| 31 March | 31 December | |
|---|---|---|
| 2025 | 2024 | |
| Order advances given | 26,025,333 | 29,195,830 |
| Expenses for following months | 13,122,724 | 14,527,996 |
| Business advances given | 2,775,384 | 216,764 |
| Business advances given to personnel | 725,595 | 102,049 |
| Total | 42,649,036 | 44,042,639 |
As of March 31, 2025 and December 31, 2024, long-term prepaid expenses are as follows:
| 31 March | 31 December | |
|---|---|---|
| 2025 | 2024 | |
| Advances given for property plant and equipment purchase | - | 500,235 |
| Total | - | 500,235 |
As of March 31, 2025 and December 31, 2024, short-term deferred revenues are as follows:
| 31 March | 31 December | |
|---|---|---|
| 2025 | 2024 | |
| Order advances received | 2,706,419 | 2,616,038 |
| Income for future months | 719,195 | 2,281,554 |
| Total | 3,425,614 | 4,897,592 |
(Amounts expressed in thousands of Turkish Lira ("TRY") unless otherwise indicated.) (Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
The right of use asset movement table for the year ending March 31, 2025 is as follows:
| 1 January | 31 March | |||
|---|---|---|---|---|
| 2025 | Additions | Disposals | 2025 | |
| Cost | ||||
| Buildings | 24,442,008 | 10,058,473 | - | 34,500,481 |
| Machinery, plant and equipment | 918,691 | 2,396,847 | - | 3,315,538 |
| Vehicles | 13,405,020 | - | (13,405,020) | - |
| Total | 38,765,719 | 12,455,320 | (13,405,020) | 37,816,019 |
| Depreciation | ||||
| Buildings | (16,817,680) | (2,015,183) | - | (18,832,863) |
| Machinery, plant and equipment | (7,657) | (82,888) | - | (90,545) |
| Vehicles | (13,296,188) | - | 13,296,188 | - |
| Total | (30,121,525) | (2,098,071) | 13,296,188 | (18,923,408) |
| Net Book Value | 8,644,194 | 18,892,611 |
The right of use asset movement table for the year ending 31 December 2024 is as follows:
| 1 January | 31 December | ||
|---|---|---|---|
| 2024 | Additions | 2024 | |
| Cost | |||
| Buildings | 15,233,548 | 9,208,460 | 24,442,008 |
| Machinery, plant and equipment | - | 918,691 | 918,691 |
| Vehicles | 13,405,020 | - | 13,405,020 |
| Total | 28,638,568 | 10,127,151 | 38,765,719 |
| Depreciation | |||
| Buildings | (11,512,282) | (5,305,398) | (16,817,680) |
| Machinery, plant and equipment | - | (7,657) | (7,657) |
| Vehicles | (11,586,248) | (1,709,940) | (13,296,188) |
| Total | (23,098,530) | (7,022,995) | (30,121,525) |
| Net Book Value | 5,540,038 | 8,644,194 |
The details and movement tables of investment properties as of 31 March 2025 and 31 December 2024 are as follows:
| 1 January 2025 |
Additions | Impairment | 31 March 2025 |
|
|---|---|---|---|---|
| Cost | ||||
| Land | 59,937,431 | - | - | 59,937,431 |
| Total | 59,937,431 | - | - | 59,937,431 |
| Net Book Value | 59,937,431 | 59,937,431 |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED MARCH 31, 2025, AND 2024
(Amounts expressed in thousands of Turkish Lira ("TRY") unless otherwise indicated.)
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
| 1 January 2024 |
Additions | Impairment | 31 December 2024 |
|
|---|---|---|---|---|
| Cost | ||||
| Land | 64,154,838 | - | (4,217,407) | 59,937,431 |
| Total | 64,154,838 | - | (4,217,407) | 59,937,431 |
| Net Book Value | 64,154,838 | 59,937,431 |
As of 31 March 2025 and 31 December 2024, the Group's investment properties are shown in the accompanying consolidated financial statements using the fair value method. There is no restriction on the transfer of income from investment properties to the Group. The appraisal values of the Group's investment properties were calculated by a company listed in the CMB's real estate appraisal companies list as of 31 December 2024. The fair values of the Group's real estate properties were determined using the market approach and cost approach methods, which are estimated to be the most accurate method for determining the fair value of the relevant property. The positive difference (increase in value) between the amount resulting from the valuation and the book value of the relevant investment properties is reported in the "Income from investment activities" account item in the profit or loss statement, and the negative difference (decrease in value) between the amount resulting from the valuation and the book value of the relevant investment properties is reported in the "Expenses from investment activities" account item in the profit or loss statement.
The Group's fair value hierarchy for the investment properties subject to expert valuation and the assets in question is Level 2, and there has been no transition between Level 1 and Level 2 in the current period.
As of March 31, 2025 and December 31, 2024, there are no mortgages on the relevant properties.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED MARCH 31, 2025, AND 2024 (Amounts expressed in thousands of Turkish Lira ("TRY") unless otherwise indicated.) (Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
The movements of property, plant and equipment as of 31 March 2025 are as follows:
| 1 January | 31 March | |||
|---|---|---|---|---|
| 2025 | Additions | Disposals (-) |
2025 | |
| Cost | ||||
| Machinery, plant and equipment | 25,894 | - | - | 25,894 |
| Motor vehicles | 124,256,536 | - | (1,558,225) | 122,698,311 |
| Fixed assets | 23,941,064 | 138,332 | - | 24,079,396 |
| Special costs | 10,560,545 | - | - | 10,560,545 |
| Total | 158,784,039 | 138,332 | (1,558,225) | 157,364,146 |
| Accumulated Depreciation | ||||
| Machinery, plant and equipment | (2,158) | (966) | - | (3,124) |
| Motor vehicles | (11,797,709) | (5,153,970) | 779,112 | (16,172,567) |
| Fixed assets | (14,434,661) | (832,171) | - | (15,266,832) |
| Special costs | (6,688,913) | - | - | (6,688,913) |
| Total | (32,923,441) | (5,987,107) | 779,112 | (38,131,436) |
| Net Book Value | 125,860,598 | - | - | 119,232,710 |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED MARCH 31, 2025, AND 2024 (Amounts expressed in thousands of Turkish Lira ("TRY") unless otherwise indicated.) (Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
The movements of tangible fixed assets as of 31 December 2024 are as follows:
| 1 January 2024 |
31 December | ||||
|---|---|---|---|---|---|
| Additions | Disposals (-) |
Business combination effect |
2024 | ||
| Cost | |||||
| Machinery, plant and equipment | - | 25,894 | - | - | 25,894 |
| Motor vehicles | 50,682,152 | 68,614,849 | (5,209,119) | 10,168,654 | 124,256,536 |
| Fixed assets | 20,219,264 | 2,742,761 | - | 979,039 | 23,941,064 |
| Special costs | 7,059,024 | 3,501,521 | - | - | 10,560,545 |
| Total | 77,960,440 | 74,885,025 | (5,209,119) | 11,147,693 | 158,784,039 |
| Accumulated Depreciation | |||||
| Machinery, plant and equipment | - | (2,158) | - | - | (2,158) |
| Motor vehicles | (3,798,179) | (9,165,830) | 2,062,836 | (896,536) | (11,797,709) |
| Fixed assets | (10,792,926) | (3,138,355) | - | (503,380) | (14,434,661) |
| Special costs | (5,714,979) | (973,934) | - | - | (6,688,913) |
| Total | (20,306,084) | (13,280,277) | 2,062,836 | (1,399,916) | (32,923,441) |
| Net Book Value | 57,654,356 | 125,860,598 |
(Amounts expressed in thousands of Turkish Lira ("TRY") unless otherwise indicated.) (Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
The intangible asset movement table for the year ending March 31, 2025 is as follows:
| 1 January | 31 March | |||
|---|---|---|---|---|
| 2025 | Additions | Disposals (-) | 2025 | |
| Cost | ||||
| Rights | 3,303,433 | - | - | 3,303,433 |
| Research and development expenses (*) | 377,311,488 | 42,792,954 | - | 420,104,442 |
| Total | 380,614,921 | 42,792,954 | - | 423,407,875 |
| Accumulated depreciation | ||||
| Rights | (1,434,769) | (287,120) | - | (1,721,889) |
| Research and development expenses | (25,057,965) | (9,445,023) | - | (34,502,988) |
| Total | (26,492,734) | (9,732,143) | - | (36,224,877) |
| Net Book Value | 354,122,187 | 387,182,998 |
(*) Capitalized research and development expenses consist of the costs of software projects that the Group does not execute on a commissioned basis. The related costs mainly consist of personnel costs working for the relevant Project.
The intangible asset movement table for the year ending 31 December 2024 is as follows:
| 1 January | 31 December | ||
|---|---|---|---|
| 2024 | Additions | 2024 | |
| Cost | |||
| Rights | 2,202,795 | 1,100,638 | 3,303,433 |
| Research and development expenses | 211,427,582 | 165,883,906 | 377,311,488 |
| Total | 213,630,377 | 166,984,544 | 380,614,921 |
| Accumulated depreciation | |||
| Rights | (779,977) | (654,792) | (1,434,769) |
| Research and development expenses | (13,844,766) | (11,213,199) | (25,057,965) |
| Total | (14,624,743) | (11,867,991) | (26,492,734) |
| Net Book Value | 199,005,634 | 354,122,187 |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED MARCH 31, 2025, AND 2024 (Amounts expressed in thousands of Turkish Lira ("TRY") unless otherwise indicated.) (Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
As of 31 March 2025, the detailed information regarding the projects reported by the Group under the development costs account item is as follows;
| Project | Project | ||||||
|---|---|---|---|---|---|---|---|
| Useful | Completion | Project | Completion | ||||
| Project Name | Life | Rate | Start Date | Date | Gross Value | Depreciation | Net Book Value |
| Malzeme Kodlandırma ve Entegre Lojistik Bilgi Sistemi - KODTR |
8 year | 100% | 1.06.2018 | 1.12.2020 | 16,967,310 | 9,832,764 | 7,134,546 |
| Elektronik Dokümantasyon Yazılımı (ELDOK) | 10 year | 100% | 1.01.2019 | 1.01.2022 | 19,465,999 | 5,926,833 | 13,539,166 |
| Müşteri İlişkileri Yönetimi (CRM) - DeskForSM |
8 year | 100% | 27.07.2020 | 30.04.2021 | 1,395,190 | 626,300 | 768,890 |
| İnteraktif Teknik Doküman Sistemi - Görüntüleyici FORSDOC-VIEWER |
10 year | 100% | 1.10.2021 | 1.06.2022 | 3,628,143 | 963,041 | 2,665,102 |
| Fabrika Üretim Yönetim Sistemi - ELDERP |
8 year | 100% | 2.03.2020 | 2.03.2023 | 14,964,571 | 2,920,692 | 12,043,879 |
| Entegre Lojistik Destek Sistemi - FORIPS |
12 year | 100% | 4.01.2021 | 4.01.2024 | 16,533,800 | 2,521,209 | 14,012,591 |
| Akıllı Proje Yönetimi ve Analiz Sistemi - DESKFORPM |
10 year | 100% | 1.11.2021 | 15.01.2025 | 49,811,305 | 7,395,371 | 42,415,934 |
| İnteraktif Teknik Doküman Sistemi - Editör - FORSDOC AUTHOR |
10 year | 100% | 1.12.2021 | 1.11.2024 | 21,997,136 | 858,653 | 21,138,483 |
| Ağ Yönetim Sistemi - FORNETPLAN |
10 year | 92% | 1.01.2022 | 1.07.2025 | 81,421,818 | - | 81,421,818 |
| Teşkilat Bilgi Sistemi - TBS |
10 year | 100% | 1.01.2022 | 30.06.2024 | 21,132,911 | 3,458,125 | 17,674,786 |
| İnsansız Hava Aracı Yönetim Bilgi Sistemi | 10 year | 72% | 1.02.2023 | 1.02.2026 | 63,280,173 | - | 63,280,173 |
| Yapay Zeka Asistanı | 10 year | 36% | 12.02.2024 | 12.02.2027 | 57,691,075 | - | 57,691,075 |
| Entegre Lojistik Yapay Zeka Asistanı | 10 year | 28% | 1.06.2024 | 1.06.2027 | 24,759,159 | - | 24,759,159 |
| Kitlesel Fonlama Platformu Sistemi-FONTR | 10 year | 14% | 1.11.2024 | 1.11.2027 | 14,278,822 | - | 14,278,822 |
| Bulut Bilişim Etki Alanı Altyapısı | 10 year | 8% | 31.12.2024 | 31.12.2027 | 11,121,932 | - | 11,121,932 |
| Sera Yönetimi Bilgi Sistemi Mobil Uygulaması | 10 year | 50% | 31.12.2024 | 30.06.2025 | 1,655,097 | - | 1,655,097 |
| Total | 420,104,442 | 34,502,988 | 385,601,454 |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED MARCH 31, 2025, AND 2024 (Amounts expressed in thousands of Turkish Lira ("TRY") unless otherwise indicated.) (Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
As of 31 December 2024, the detailed information regarding the projects reported by the Group in the development costs account item is as follows;
| Project | Project | ||||||
|---|---|---|---|---|---|---|---|
| Useful | Completion | Project | Completion | ||||
| Project Name | Life | Rate | Start Date | Date | Gross Value | Depreciation | Net Book Value |
| Malzeme Kodlandırma ve Entegre Lojistik Bilgi Sistemi - KODTR |
8 year | 100% | 1.06.2018 | 1.12.2020 | 15,895,554 | 7,119,881 | 8,775,673 |
| Elektronik Dokümantasyon Yazılımı (ELDOK) | 10 year | 100% | 1.01.2019 | 1.01.2022 | 28,412,738 | 8,523,822 | 19,888,916 |
| Müşteri İlişkileri Yönetimi (CRM) - DeskForSM |
8 year | 100% | 27.07.2020 | 30.04.2021 | 1,406,667 | 630,070 | 776,597 |
| İnteraktif Teknik Doküman Sistemi - Görüntüleyici FORSDOC-VIEWER |
10 year | 100% | 1.10.2021 | 1.06.2022 | 4,158,514 | 1,074,283 | 3,084,231 |
| Fabrika Üretim Yönetim Sistemi - ELDERP |
8 year | 100% | 2.03.2020 | 2.03.2023 | 22,999,316 | 4,216,540 | 18,782,776 |
| Entegre Lojistik Destek Sistemi - FORIPS |
12 year | 100% | 4.01.2021 | 4.01.2024 | 21,430,277 | 1,785,856 | 19,644,421 |
| Akıllı Proje Yönetimi ve Analiz Sistemi - DESKFORPM |
10 year | 99% | 1.11.2021 | 15.01.2025 | 46,026,629 | - | 46,026,629 |
| İnteraktif Teknik Doküman Sistemi - Editör - FORSDOC AUTHOR |
10 year | 100% | 1.12.2021 | 1.11.2024 | 33,157,614 | 552,627 | 32,604,987 |
| Ağ Yönetim Sistemi - FORNETPLAN |
10 year | 91% | 1.01.2022 | 1.07.2025 | 69,987,555 | - | 69,987,555 |
| Teşkilat Bilgi Sistemi - TBS |
10 year | 100% | 1.01.2022 | 30.06.2024 | 19,798,029 | 1,154,885 | 18,643,144 |
| İnsansız Hava Aracı Yönetim Bilgi Sistemi | 10 year | 64% | 1.02.2023 | 1.02.2026 | 50,169,553 | - | 50,169,553 |
| Yapay Zeka Asistanı | 10 year | 27% | 12.02.2024 | 12.02.2027 | 42,452,488 | - | 42,452,488 |
| Entegre Lojistik Yapay Zeka Asistanı | 10 year | 17% | 1.06.2024 | 1.06.2027 | 15,325,887 | - | 15,325,887 |
| Kitlesel Fonlama Platformu Sistemi-FONTR | 10 year | 5% | 1.11.2024 | 1.11.2027 | 6,090,668 | - | 6,090,668 |
| Total | 377,311,489 | 25,057,964 | 352,253,525 |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED MARCH 31, 2025, AND 2024
(Amounts expressed in thousands of Turkish Lira ("TRY") unless otherwise indicated.) (Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
The details of the incentives obtained by the Group are as follows;
a) The Group's software projects are approved by the relevant official institutions and the Group obtains certain tax incentives after approval. The rights of the Group due to these incentives are as follows:
Incentives within the scope of the Technology Development Zones Law (100% Corporate Tax exemption),
Incentives within the scope of the Research and Development Law (Social Security Institution incentives etc,),
The Group's income to be obtained as a result of research and development activities is exempt from corporate tax in accordance with the provisional second article of the Technology Development Zones Law No, 4691, "Income earned by the managing companies within the scope of this law and income and corporate taxpayers operating in the region, exclusively from software and R&D activities in this region, are exempt from income and corporate tax until 31 December 2028".
In addition, within the scope of the same law; the Group's personnel income and stamp duty incentive amount for the accounting period ending on 31 March 2025 is TRY 10,202,870 (31 December 2024: TRY 63,579,251).
b) The Group benefits from the incentive in accordance with the "Social Insurance and General Health Insurance Law No, 5510 and 5746" of the Social Security Institution of the Republic of Turkey. In this context; the incentive amount obtained by the Group for the accounting period ending on 31 March 2025 is TRY 5,892,524 (31 December 2024: TRY 19,207,378).
c) Since the Parent Company's shares are offered to the public at a rate of at least 20% for the first time to be traded on the Borsa Istanbul Equity Market, a 2 point discount is applied to corporate income for 5 accounting periods, starting from the accounting period in which the Parent Company's shares are offered to the public for the first time (2023).
As of 31 March 2025 and 31 December 2024, the table regarding the collateral, pledge, mortgage and surety ("CPMS") positions given by the Group is as follows:
| 31 March | 31 December | |
|---|---|---|
| 2025 | 2024 | |
| A, Total amount of pledges given on behalf of its own legal entity | ||
| - Guarantee letter (TRY) | 129,240,442 | 250,098,891 |
| - Guarantee letter (USD) | 144,223,797 | 140,147,219 |
| - Guarantee note (TRY) | 390,873 | 402,618 |
| - Guarantee note (USD) | - | 401,895 |
| - Pledge (TRY) | - | 20,997,408 |
| Total | 273,855,112 | 412,048,031 |
As of 31 March 2025 and 31 December 2024, short-term provisions are as follows:
| 31 March | 31 December | |
|---|---|---|
| 2025 | 2024 | |
| Warranty expense provision | 1,168,560 | 1,645,130 |
| Total | 1,168,560 | 1,645,130 |
As of 31 March 2025 and 31 December 2024, long-term provisions are as follows:
| 31 March | 31 December | |
|---|---|---|
| 2025 | 2024 | |
| Warranty expense provision | 12,179,798 | 17,147,047 |
| Total | 12,179,798 | 17,147,047 |
(Amounts expressed in thousands of Turkish Lira ("TRY") unless otherwise indicated.) (Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
Provisions for short-term benefits provided to employees as of March 31, 2025 and December 31, 2024 are as follows:
| 31 March | 31 December | |
|---|---|---|
| 2025 | 2024 | |
| Provision for unused vacation | 9,219,084 | 7,464,805 |
| Total | 9,219,084 | 7,464,805 |
Provisions for long-term employee benefits as of March 31, 2025 and December 31, 2024 are as follows:
| 31 March | 31 December | |
|---|---|---|
| 2025 | 2024 | |
| Severance pay provisions | 5,221,060 | 5,100,961 |
| Total | 5,221,060 | 5,100,961 |
As of 31 March 2025, severance pay provision is calculated based on 30 days' wages, with a maximum of TRY 41,828 for each year of service, and using the rates on the retirement or separation date. (31 December 2024: TRY 41,828).
The Group has reflected the severance pay liability calculated by reducing it to the balance sheet date using the expected inflation rate and real rediscount rate based on the principles stated above in its consolidated financial statements for the periods ending on 31 March 2025 and 31 December 2024.
The ratios of the basic assumptions used on the date of the consolidated financial statement are as follows:
| 31 March | 31 December | ||
|---|---|---|---|
| 2025 | 2024 | ||
| Interest rate | 48.27% | 48.27% | |
| Inflation rate | 44.29% | 44.29% | |
| Real discount rate | 2.76% | 2.76% | |
| Probability ratio | 85.00% | 85.00% |
As of 31 March 2025, the capital of the Parent Company consists of 67,000,000 shares, each with a value of 1 TRY (31 December 2024: 67,000,000 shares).
The capital structure of the Parent Company as of 31 December 2025 and 2024 is as follows:
| 31 March 2025 | 31 December 2024 | ||||
|---|---|---|---|---|---|
| Share | Partnership | Share | Partnership | ||
| Amount | Share % | Amount | Share % | ||
| Shareholders | |||||
| Ali Celal Asiltürk | 18,900,000 | 28.20 | 18,900,000 | 28.20 | |
| Hasan Cengiz Bayrak | 16,200,000 | 24.18 | 16,200,000 | 24.18 | |
| Ebubekir Balıkçı | 9,900,000 | 14.78 | 9,900,000 | 14.78 | |
| Public ownership | 22,000,000 | 32.84 | 22,000,000 | 32.84 | |
| Total | 67,000,000 | 100.00 | 67,000,000 | 100.00 | |
| Capital adjustment differences | 230,542,560 | 230,542,560 | |||
| Total | 297,542,560 | 297,542,560 |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED MARCH 31, 2025, AND 2024
(Amounts expressed in thousands of Turkish Lira ("TRY") unless otherwise indicated.) (Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
he Parent Company has adopted the registered capital system in accordance with the provisions of the Capital Markets Law No. 6362, and based on the Capital Markets Board's resolution dated 17 February 2022 and numbered 8/212, and the letter dated 14 March 2022 and numbered E-29833736-110.03.03-18555, the transition to the registered capital system was registered on 31 March 2022. The Parent Company's registered capital ceiling is TRY 225,000,000, divided into 225,000,000 shares with a nominal value of TRY 1 each. The permission granted by the Capital Markets Board regarding the registered capital ceiling is valid for a period of 5 years, covering the years 2022 to 2026.
Forte Bilgi İletişim Teknolojileri ve Savunma Sanayi A.Ş., upon receiving approvals from the Capital Markets Board of the Republic of Türkiye and Borsa Istanbul A.Ş., increased its issued capital from TRY 45,000,000 to TRY 67,000,000 within the registered capital ceiling of TRY 225,000,000. The newly issued shares, representing a nominal capital increase of TRY 22,000,000, were offered to the public on 8–9 June 2023 at a price of TRY 12,12 per share, with pre-emptive rights of the existing shareholders completely restricted. The Parent Company's shares started trading on Borsa Istanbul's Main Market under the ticker symbol "FORTE" using the continuous trading method as of 14 June 2023.
The capital increase from TRY 45,000,000 to TRY 67,000,000 was registered on 23 June 2023.
As of 31 March 2025, the historical values and inflation adjustment effects of the following accounts under the Group's equity are presented below in accordance with TFRS and Tax Procedure Law (VUK) financial statements:
| Historical | Inflation | Indexed | |
|---|---|---|---|
| 31 March 2025 (TFRS) | value | adjustment effect | value |
| Capital | 67,000,000 | 230,542,560 | 297,542,560 |
| Restricted reserves allocated from profits | 4,320,661 | 12,015,393 | 16,336,054 |
| Historical | Inflation | Indexed | |
| 31 March 2025 (VUK) | value | adjustment effect | value |
| Capital | 67,000,000 | 208,010,670 | 275,010,670 |
| Restricted reserves allocated from profits | 4,320,661 | 11,947,247 | 16,267,908 |
Sales and cost of sales as of March 31, 2025 and 2024 are as follows:
| 1 January – 31 March 2025 |
1 January – 31 March 2024 |
|
|---|---|---|
| Domestic sales | 241,429,506 | 266,250,431 |
| International sales | 1,729,815 | 1,087,983 |
| Other sales | 2,546,664 | 1,747,979 |
| Gross sales | 245,705,985 | 269,086,393 |
| Net sales | 245,705,985 | 269,086,393 |
| Cost of sales | (183,039,127) | (227,645,293) |
| Gross profit | 62,666,858 | 41,441,100 |
(Amounts expressed in thousands of Turkish Lira ("TRY") unless otherwise indicated.) (Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
The cost of sales for the years ending March 31, 2025 and 2024 are as follows:
| 1 January – 31 March 2025 |
1 January – 31 March 2024 |
|
|---|---|---|
| Cost of goods sold | (120,594,175) | (183,893,978) |
| Cost of merchandise sold | (57,316,184) | (32,970,631) |
| Software expenses | (796,456) | (8,207,459) |
| Depreciation expenses | (4,332,312) | (2,573,225) |
| Total | (183,039,127) | (227,645,293) |
General administrative expenses for the years ending 31 March 2025 and 2024 are as follows:
| 1 January – 31 March 2025 |
1 January – 31 March 2024 |
|
|---|---|---|
| Personnel expenses | (9,427,481) | (10,704,512) |
| Consultancy service expenses | (4,220,974) | (1,296,389) |
| Depreciation and amortization expenses | (2,476,700) | (1,153,416) |
| Taxes, duties and fees | (1,006,714) | (81,119) |
| Vehicle expenses | (804,011) | (1,021,050) |
| Representation and hospitality expenses | (574,331) | (237,088) |
| Stationery and printing expenses | (351,156) | (705,013) |
| Notary expenses | (342,706) | (266,893) |
| Office overhead expenses | (332,093) | (256,699) |
| Communication expenses | (145,270) | (63,756) |
| Other expenses | (1,692,747) | (1,896,145) |
| Total | (21,374,183) | (17,682,080) |
Marketing, sales and distribution expenses for the years ending March 31, 2025 and 2024 are as follows:
| 1 January – 31 March 2025 |
1 January – 31 March 2024 |
|
|---|---|---|
| Personnel expenses | (3,346,311) | (4,376,470) |
| Taxes, duties and fees | (3,203,203) | (2,502,933) |
| Representation and hospitality expenses | (1,222,282) | (101,053) |
| Depreciation and amortization | (1,563,287) | (732,468) |
| Other expenses | (123,856) | (146,526) |
| Total | (9,458,939) | (7,859,450) |
Research and development expenses for the years ending March 31, 2025 and 2024 are as follows:
| 1 January – 31 March 2025 |
1 January – 31 March 2024 |
|
|---|---|---|
| Depreciation and amortization expenses | (9,445,023) | (2,075,507) |
| Total | (9,445,023) | (2,075,507) |
(Amounts expressed in thousands of Turkish Lira ("TRY") unless otherwise indicated.) (Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
Other income from main activities for the years ending 31 March 2025 and 2024 are as follows:
| 1 January – 31 March 2025 |
1 January – 31 March 2024 |
|
|---|---|---|
| Rediscount income | 36,626,097 | 48,187,455 |
| Foreign exchange gains from trade activities | 8,288,759 | 9,093,559 |
| Provisions no longer required (Note 8) | 3,492,665 | 17,802 |
| Other income | 160,743 | 177,111 |
| Total | 48,568,264 | 57,475,927 |
Other expenses from main activities for the years ending 31 March 2025 and 2024 are as follows:
| 1 January – 31 March 2025 |
1 January – 31 March 2024 |
|
|---|---|---|
| Training and consultancy expenses | (33,573,582) | (10,220,023) |
| Discount expenses | (26,042,968) | (40,317,151) |
| Previous period expenses and losses | (5,261,372) | - |
| Exchange rate difference expense from commercial activities | - | (19,695,585) |
| Doubtful receivables provision expenses (Note 10) | - | (15,785) |
| Other expenses | (279,990) | (72,517) |
| Total | (65,157,912) | (70,321,061) |
Income from investment activities for the years ending 31 March 2025 and 2024 are as follows:
| 1 January – 31 March 2025 |
1 January – 31 March 2024 |
|
|---|---|---|
| Prior period income and profits | 13,691,927 | - |
| Non-trade receivables revenue | 180,675 | 590,491 |
| Protected deposit revenue | - | 3,348,329 |
| Fixed asset sales profit | - | 655,685 |
| Bargain purchase profit | - | 1,835,778 |
| Total | 13,872,602 | 6,430,283 |
The finance income for the years ending 31 March 2025 and 2024 is as follows:
| 1 January – 31 March |
1 January – 31 March |
|
|---|---|---|
| 2025 | 2024 | |
| Exchange rate difference income | 22,361,551 | 21,938,442 |
| Interest income | 1,759,452 | 25,772,297 |
| Derivative financial instruments income | - | 2,731,395 |
| Total | 24,121,003 | 50,442,134 |
(Amounts expressed in thousands of Turkish Lira ("TRY") unless otherwise indicated.) (Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
Financing expenses for the years ending 31 March 2025 and 2024 are as follows:
| 1 January – 31 March |
1 January – 31 March |
|
|---|---|---|
| 2025 | 2024 | |
| Loan interest expenses | (14,244,889) | (12,136,408) |
| Exchange rate difference expenses | (11,927,542) | (2,348,732) |
| Total | (26,172,431) | (14,485,140) |
Turkish tax legislation does not allow the parent company to file a tax return on the financial statements where the subsidiaries are consolidated. For this reason, the tax liabilities reflected in these consolidated financial statements are calculated separately for all companies included in the scope of consolidation.
In Turkey, the corporate tax rate as of March 31, 2025 is 25% (December 31, 2024: 25%), The corporate tax rate is applied to the net corporate income that will be found by adding expenses that are not deductible according to tax laws to the commercial income of the institutions and deducting the exemptions and discounts included in the tax laws.
The details of the accumulated temporary differences and deferred tax assets and liabilities as of the consolidated financial position statement dates, prepared using the tax rates specified above, are as follows:
| 31 March 2025 |
31 December 2024 |
|
|---|---|---|
| (Asset)/ | (Asset)/ | |
| Liability | Liability | |
| Adjustments related to prepaid expenses | 8,169,407 | (56,581) |
| Adjustments related to warranty provisions | 3,337,090 | 4,322,201 |
| Adjustments related to leave provisions | 2,304,771 | 1,170,936 |
| Adjustments related to seniority provisions | 1,305,265 | 1,018,972 |
| Adjustments related to trade receivables and payables | 611,334 | 5,091,302 |
| Adjustments related to right of use assets and lease obligations | (1,294,096) | - |
| Other adjustments | (1,231,212) | 1,733,097 |
| Adjustments related to inventories | (4,302,466) | 3,890,371 |
| Adjustments related to tangible, intangible fixed assets and investment properties | (7,513,584) | (12,128,126) |
| Adjustments related to deferred revenues | (10,589,318) | (5,270,831) |
| Deferred tax (asset)/liability, net | (9,202,809) | (228,659) |
Tax income/expense for the years ending on 31 March 2025 and 2024 are as follows:
| 1 January – 31 March 2025 |
1 January – 31 March 2024 |
|
|---|---|---|
| Current tax (expense) | (8,526,790) | (7,027,662) |
| Deferred tax (expense)/income | (9,129,074) | (3,653,482) |
| Tax income/(expense) | (17,655,864) | (10,681,144) |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED MARCH 31, 2025, AND 2024
(Amounts expressed in thousands of Turkish Lira ("TRY") unless otherwise indicated.)
(Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
| 31 March | |
|---|---|
| Non-monetary items | 2025 |
| Statement of financial position items | (8,036,669) |
| Property, fixed assets | (3,422,094) |
| Intangible assets | 829,513 |
| Inventories | 21,711,314 |
| Prepaid expenses | 1,778,633 |
| Deferred revenues | (1,993,280) |
| Capital | (2,709,939) |
| Legal reserves | (1,503,857) |
| Right-of-use assets | 627,267 |
| Equity method investments | (23,402,924) |
| Retained earnings | 48,698 |
| Statement of profit or loss items | (27,908,815) |
| Revenue | 73,200,162 |
| Cost of sales | (38,202,389) |
| Marketing, selling and distribution expenses | (30,690,472) |
| General administrative expenses | (16,562,299) |
| Other income/expenses from operating activities | 7,582,061 |
| Financing income/expenses | (23,235,878) |
| Net monetary position gains/(losses) | (35,945,484) |
Earnings per share stated in the consolidated profit and loss statements are determined by dividing net profit by the weighted average number of shares outstanding in the relevant period.
Companies may increase their capital by distributing shares from accumulated profits to existing shareholders in proportion to their shares ("Free Shares"), When calculating earnings per share, this issuance of free shares is counted as issued shares. Therefore, the weighted average number of shares used in the calculation of earnings per share is obtained by applying the issuance of shares free of charge retroactively,. Earnings per share are as follows:
| 31 March | 31 March | |
|---|---|---|
| 2025 | 2024 | |
| Average number of shares outstanding during the period (full value) | 67,000,000 | 67,000,000 |
| Net profit attributable to parent company shareholders | (34,039,744) | (82,017,091) |
| Earnings per share | (0.51) | (1.22) |
(Amounts expressed in thousands of Turkish Lira ("TRY") unless otherwise indicated.) (Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
The Group may be exposed to the following risks depending on the use of financial instruments:
The Group's Board of Directors has overall responsibility for determining and overseeing the risk management framework. The Board of Directors has established a Risk Management Committee responsible for developing and monitoring the Group's risk management policies. The Committee reports its activities regularly to the Board.
The Group's risk management policies are designed to identify and analyse risks, determine appropriate risk limits and establish controls, and monitor risks and their adherence to limits. Risk management policies and systems are regularly reviewed to reflect changes in the Group's activities and market conditions. The Group aims to develop a disciplined and constructive control environment in which all employees understand their roles and responsibilities through training and management standards and procedures.
Credit risk arises from the failure of a customer or counterparty to fulfil the terms of a contract relating to financial instruments, and primarily constitutes the credit risk of financial losses that may arise from the Group's trade receivables and investments in debt securities. The book values of financial assets indicate the maximum credit risk exposure, The Group's financial instruments that may cause significant credit risk concentrations consist primarily of cash and trade receivables. The Group has cash and cash equivalents in various financial institutions. The Group manages this risk by limiting transactions with financial institutions and continuously evaluating the reliability of these institutions. The credit risk that may arise from trade receivables is limited due to the Group management's limited credit amount applied to customers. Trade receivables are evaluated by the Group management by taking into account past experiences and current economic conditions and are shown net in the balance sheet after the provision for doubtful receivables is separated (Note 8).
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED MARCH 31, 2025, AND 2024
(Amounts expressed in thousands of Turkish Lira ("TRY") unless otherwise indicated.) (Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
| Receivables | |||||
|---|---|---|---|---|---|
| Trade receivables | Other receivables | Deposits in | |||
| 31 March 2025 | Related party | Third party | Related party | Third party | banks |
| Maximum exposed credit risk as | |||||
| of reporting date (A+B+C+D+E) | - | 327,886,862 | 6,953,476 | 3,597,188 | 44,532,582 |
| - Secured portion of the maximum | |||||
| credit risk by guarantees, etc | - | - | - | - | - |
| A, Net book value of financial | |||||
| assets that are not past due or | |||||
| impaired | - | 327,886,862 | 6,953,476 | 3,597,188 | 44,532,582 |
| B, Book value of financial assets | |||||
| whose terms have been | |||||
| renegotiated and would otherwise | |||||
| be considered past due or | |||||
| impaired | - | - | - | - | - |
| C, Net book value of assets that are | |||||
| past due but not impaired | - | - | - | - | - |
| - Part secured by collateral etc, | - | - | - | - | - |
| D, Net book value of assets that are | |||||
| impaired | - | - | - | - | - |
| - Past due (gross book value) | - | - | - | - | - |
| - Impairment (-) | - | - | - | - | - |
| - Not past due (gross book value) | - | - | - | - | - |
| - Impairment (-) | - | - | - | - | - |
| E, Off-balance sheet items | |||||
| containing credit | - | - | - | - | - |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED MARCH 31, 2025, AND 2024
(Amounts expressed in thousands of Turkish Lira ("TRY") unless otherwise indicated.) (Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
| Receivables | |||||
|---|---|---|---|---|---|
| Trade receivables | Other receivables | Deposits in | |||
| 31 December 2024 | Related party | Third party | Related party | Third party | banks |
| Maximum exposed credit risk as | |||||
| of reporting date (A+B+C+D+E) | - | 664,805,664 | 7,653,188 | 3,520,290 | 115,584,130 |
| - Secured portion of the maximum | |||||
| credit risk by guarantees, etc | - | - | - | - | - |
| A, Net book value of financial | |||||
| assets that are not past due or | |||||
| impaired | - | 664,805,664 | 7,653,188 | 3,520,290 | 115,584,130 |
| B, Book value of financial assets | |||||
| whose terms have been | |||||
| renegotiated and would otherwise | |||||
| be considered past due or | |||||
| impaired | - | - | - | - | - |
| C, Net book value of assets that are | |||||
| past due but not impaired | - | - | - | - | - |
| - Part secured by collateral etc, | - | - | - | - | - |
| D, Net book value of assets that are | |||||
| impaired | - | - | - | - | - |
| - Past due (gross book value) | - | - | - | - | - |
| - Impairment (-) | - | - | - | - | - |
| - Not past due (gross book value) | - | - | - | - | - |
| - Impairment (-) | - | - | - | - | - |
| E, Off-balance sheet items | |||||
| containing credit | - | - | - | - | - |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED MARCH 31, 2025, AND 2024
(Amounts expressed in thousands of Turkish Lira ("TRY") unless otherwise indicated.) (Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
The values of financial instruments may fluctuate due to changes in market prices. Such fluctuations may arise from changes in the prices of securities or factors specific to the party issuing the security or affecting the entire market. The Group's interest rate risk is primarily related to bank loans.
While the interest rate of interest-bearing financial liabilities varies, interest-bearing financial assets have fixed interest rates and future cash flows do not change with the size of these assets. The Group's risk exposure to changes in market interest rates depends primarily on the Group's variable interest rate debt obligations. The Group's policy in this regard is to manage interest costs by using fixed and variable interest rate debts.
Liquidity risk is the possibility that the Group will not fulfill its net funding obligations. Liquidity risk occurs when events such as market disruptions or credit score reductions result in a decrease in funding sources. The Group management manages liquidity risk by distributing funding sources and maintaining sufficient cash and similar resources to fulfill its current and potential obligations.
Operational risk refers to direct and indirect risks that may arise from various reasons such as the Company's processes, employees, technology and infrastructure, in addition to external risks such as credit, market and liquidity, and risks arising from the obligations of legal regulators. Operational risk consists of the Company's activities.
The Company manages operational risk in order to avoid financial losses. In this context, the Company has determined internal processes and controls on the following issues;
Market risk is the risk that changes in the money market, such as exchange rates and interest rates, will affect the Company's income or the value of its financial assets. Market risk management aims to optimize returns while controlling market risk exposure within acceptable limits.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED MARCH 31, 2025, AND 2024
(Amounts expressed in thousands of Turkish Lira ("TRY") unless otherwise indicated.) (Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
The Group is exposed to exchange rate risk due to sales, purchases and liabilities in currencies different from the functional currencies of the Group companies. The main currencies used in these transactions are the Euro and the US Dollar.
| 31 March 2025 | |||
|---|---|---|---|
| TRY | |||
| Equivalent | USD | EUR | |
| 1. Trade receivables | - | - | - |
| 2. Cash and cash equivalents | 10,869,321 | 278,410 | 8,772 |
| 3. Current assets (1+2) | 10,869,321 | 278,410 | 8,772 |
| 4. Total assets (3) | 10,869,321 | 278,410 | 8,772 |
| 5. Trade payables | - | - | - |
| 6. Financial borrowings | - | - | - |
| 7. Other | - | - | - |
| 8. Short-term liabilities (5+6+7) | - | - | - |
| 9. Total liabilities (8) | - | - | - |
| Total (4+9) | 10,869,321 | 278,410 | 8,772 |
| 31 December 2024 | ||||
|---|---|---|---|---|
| TRY | ||||
| Equivalent | USD | EUR | ||
| 1. Trade receivables | 243,824,200 | 6,911,058 | - | |
| 2. Cash and cash equivalents | 35,133,468 | 770,886 | 216,037 | |
| 3. Current assets (1+2) | 278,957,668 | 7,681,944 | 216,037 | |
| 4. Total assets (3) | 278,957,668 | 7,681,944 | 216,037 | |
| 5. Trade payables | 409,506,026 | 11,586,361 | - | |
| 6. Financial borrowings | - | - | - | |
| 7. Other | - | - | - | |
| 8. Short-term liabilities (5+6+7) | 409,506,026 | 11,586,361 | - | |
| 9. Total liabilities (8) | 409,506,026 | 11,586,361 | - | |
| Total (4+9) | (130,548,358) | (3,904,417) | 216,037 |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED MARCH 31, 2025, AND 2024
(Amounts expressed in thousands of Turkish Lira ("TRY") unless otherwise indicated.) (Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
| Interest Rate Sensitivity Analysis 2025 Profit/(Loss) |
||
|---|---|---|
| Foreign currency appreciation |
Foreign currency depreciation |
|
| In case of 10% change of USD against TRY | ||
| 1- USD net asset/liability | (1,051,432) | 1,051,432 |
| 2- Portion protected from USD risk (-) | - | - |
| 3- USD net effect (1+2) | (1,051,432) | 1,051,432 |
| In case of 10% change of Euro against TRY | ||
| 4- EUR net asset/liability | (35,703) | 35,703 |
| 5- Portion protected from EUR risk (-) | - | - |
| 6- EUR net effect (4+5) | (35,703) | 35,703 |
| Total (3+6) | (1,087,135) | 1,087,135 |
| Interest Rate Sensitivity Analysis 2024 Profit/(Loss) |
||
|---|---|---|
| Foreign currency appreciation |
Foreign currency depreciation |
|
| In case of 10% change of USD against TRY | ||
| 1- USD net asset/liability | (13,848,474) | 13,848,474 |
| 2- Portion protected from USD risk (-) | - | - |
| 3- USD net effect (1+2) | (13,848,474) | 13,848,474 |
| In case of 10% change of Euro against TRY | ||
| 4- EUR net asset/liability | 793,638 | (793,638) |
| 5- Portion protected from EUR risk (-) | - | - |
| 6- EUR net effect (4+5) | 793,638 | (793,638) |
| Total (3+6) | (13,054,836) | 13,054,836 |
Fair value refers to the price at which a financial instrument is traded between willing parties in a current transaction, excluding situations such as forced sale or liquidation. The quoted market price, if any, is the value that best reflects the fair value of a financial instrument. The fair values of the Group's financial instruments have been estimated to the extent that relevant and reliable information can be obtained from financial markets in Turkey. The estimates presented herein may not reflect the amounts that the Group could obtain in a market transaction. The following methods and assumptions have been used in estimating the fair values of the Group's financial instruments.
The following methods and assumptions have been used in estimating the fair values of financial instruments whose fair values can be estimated in practice:
Monetary assets whose fair value is close to their book value:
-Foreign currency balances are converted at the end-of-period exchange rate.
-It is assumed that the fair values of some financial assets (cash-bank) shown at cost in the financial position statement are close to their financial position statement values.
-It is estimated that the fair value of trade receivables is close to their carrying value after provisions are set aside.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED MARCH 31, 2025, AND 2024
(Amounts expressed in thousands of Turkish Lira ("TRY") unless otherwise indicated.) (Amounts expressed in thousands of Turkish Lira ("TRY") in terms of purchasing power of the TRY at 31 March 2025 unless otherwise indicated.)
Monetary liabilities whose fair value approximates their book value:
-The fair values of short-term loans and other monetary liabilities are assumed to be approximate to their book values due to their short-term nature.
-The fair value of long-term debts denominated in foreign currency and converted at the end-of-period exchange rates is assumed to be equal to their book value.
-The book values of trade payables representing estimated amounts to be paid to third parties and accrued expenses carried in the financial position statement are assumed to be approximate to their market values.
The Group classifies the fair value measurements of financial instruments reflected at fair value in the financial statements using a three-level hierarchy according to the source of inputs for each financial instrument class, as follows,
First level: Financial assets and liabilities are valued based on stock market prices traded in active markets for identical assets and liabilities.
Second level: Financial assets and liabilities are valued using inputs used to find the price of the relevant asset or liability that can be observed in the market directly or indirectly, other than the stock market price specified in the first level.
Third level: Financial assets and liabilities are valued using inputs that are not based on observable data in the market used to find the fair value of the asset or liability.
In the accounting periods ending on 31 March 2025 and 31 December 2024, the Group did not make any transfers between the second level and the first level and to or from the third level.
In its statement on the Public Disclosure Platform dated 25.03.2025, the Group announced that it had started negotiations with SSTEK Defense Industry Technologies Inc. (SSTEK), a 100% subsidiary of the Presidency of Defense Industries of the Republic of Turkey, for the takeover of 100% of the shares of MilSOFT Software Technologies Inc. and made the necessary application to the Competition Authority for the takeover of MilSoft Software Technologies Inc.
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