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HİTİT BİLGİSAYAR HİZMETLERİ A.Ş.

Annual / Quarterly Financial Statement Mar 3, 2025

8920_rns_2025-03-03_7184406d-c4e0-4f70-b6cb-ac2641e1d7ed.pdf

Annual / Quarterly Financial Statement

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HİTİT BİLGİSAYAR HİZMETLERİ A. Ş. AND ITS SUBSIDIARY

CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2024 AND INDEPENDENT AUDITOR'S REPORT

(CONVENIENCE TRANSLATION OF THE REPORT AND THE CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN TURKISH)

CONVENIENCE TRANSLATION INTO ENGLISH OF INDEPENDENT AUDITOR'S REPORT ORIGINALLY ISSUED IN TURKISH

INDEPENDENT AUDITOR'S REPORT

To the General Assembly of Hitit Bilgisayar Hizmetleri A.Ş.

A. Audit of the consolidated financial statements

1. Our opinion

We have audited the accompanying consolidated financial statements of Hitit Bilgisayar Hizmetleri A.Ş. (the "Company") and its subsidiaries (collectively referred to as the "Group") which comprise the consolidated statement of financial position as at 31 December 2024, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended and notes to the consolidated financial statements comprising a summary of significant accounting policies.

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Group as at 31 December 2024, and its financial performance and its cash flows for the year then ended in accordance with Turkish Financial Reporting Standards ("TFRS").

2. Basis for opinion

Our audit was conducted in accordance with the Standards on Independent Auditing (the "SIA") that are part of Turkish Standards on Auditing issued by the Public Oversight Accounting and Auditing Standards Authority (the "POA"). Our responsibilities under these standards are further described in the "Auditor's Responsibilities for the Audit of the Consolidated Financial Statements" section of our report. We hereby declare that we are independent of the Group in accordance with the Ethical Rules for Independent Auditors (including Independence Standards) (the "Ethical Rules") and the ethical requirements regarding independent audit in regulations issued by POA that are relevant to our audit of the financial statements. We have also fulfilled our other ethical responsibilities in accordance with the Ethical Rules and regulations. We believe that the audit evidence we have obtained during the independent audit provides a sufficient and appropriate basis for our opinion.

3. Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. Key audit matters were addressed in the context of our independent audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key Audit Matters How the key audit matter was addressed in
the audit
Recognition of Revenue
1,122,416,793 TL of revenue has been recognized
for
the year ended 31 December 2024, which is an
important performance indicator to assess the
result of the strategies performed during the year.
The procedures we have performed regarding
revenue included gaining an understanding of the
process, assessment of internal control
enviorement and a combination of substantive
analytical procedures and detailed testing.
The Group's main revenue streams are software
sales and maintance services.
Within these revenue streams, there is a risk of
material misstatement due to complexity associated
Regarding revenue recognition; we have assessed
the appropriateness of the following:
with the Group offering software and maintanace
services under different contractual terms. This
introduces risks related to the timing of revenue
recognition, the accuracy completeness of records.
-
The Group's accounting policies
-
Identification of the Group's revenue contracts
-
Identification of performance obligations
-
Determination of transaction prices
Due to materiality of revenue within the
comprehensive income statement, it has ben
identified as a key audit matter.
Group's accounting policies and estimates
regarding
revenue is disclosed in Note 2.5 and 15.
-
Allocation of transaction prices to performance
obligations in accordance with TFRS 15. We
have
reviewed a sample of revenue contacts with
significant customers, considered the
apporpirateness
of the timing of recognition and
tested substantively delivery acceptance on a
sample basis.
We have tested product and software revenue by
inspecting supporting documentation and tested
for accuracy and completeness on a sample basis.
Maintanance revenue is recognised on a monthly
basis. We have performed substantive test of
details on a sample of customer invoices and
related accouting records.
We have also reviewed the disclosures regarding
revenue
in accordance
with TFRS requirements.
Key Audit Matters How the key audit matter was addressed in
the audit
Capitalisation of development costs
The Group has 505,206,419 TL of capitalised
development costs in the accopanying consolidated
financial statements as at 31 December 2024.
The Group applies the requirements of TMS 38
Intagible Assets standard and its accounting policy
is disclosed in Note 2.5 and Note 9.
The procedures we have performed in testing the
capitalisation of development costs include; a
comprehensive understanding of the process,
assessment of internal control enviorement and a
combination of substantive analytical procedures
and detailed tests.
The Group capitalised payroll and directly related
costs in projects where the project is in
development stage and the Group expects future
positive cash flows.
During the capitalisation process only the time
directly spent on the project is taken into account
and all remaining time is expensed as incurred.
Since the total capitalised development cost is
material to the consolidated financial statements
We have assessed the details of software
development projects and the criteria for
capitalisation. During this assessment we have
compared the future cash flow estimates with prior
performance and the recovarability of these
capitalised development costs in line with the
requirement of TMS 38 Intagible Assets standard.
We have received a breakdown of all costs that are
and the process involves management estimates we
have included the matter as a key audit matter.
determined to be capitalised by project, employee
and nature of cost. We have performed substantive
testing procedures based on this breakdown.
Managent estimates regarding the useful life of
these capitalised development costs are compared
with the estimates of peer competitors and the life
cycle of the customer contracts.
We have also assessed the apporpriateness of the
disclosures stated in Note 2.5 and Note 9.

4. Responsibilities of management and those charged with governance for the consolidated financial statements

The Group management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with TFRS, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group's financial reporting process.

5. Auditor's responsibilities for the audit of the consolidated financial statements

Responsibilities of independent auditors in an independent audit are as follows:

Our aim is to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an independent auditor's report that includes our opinion. Reasonable assurance expressed as a result of an independent audit conducted in accordance with SIA is a high level of assurance but does not guarantee that a material misstatement will always be detected. Misstatements can arise from fraud or error. Misstatements are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an independent audit conducted in accordance with SIA, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

  • · Identify and assess the risks of material misstatement in the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • · Assess the internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.

  • · Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  • · Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our independent auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
  • · Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
  • · Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence. We also communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards actions taken to eliminate threats or safeguards applied.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

B. Other responsibilities arising from regulatory requirements

    1. No matter has come to our attention that is significant according to subparagraph 4 of Article 402 of Turkish Commercial Code ("TCC") No. 6102 and that causes us to believe that the Company's bookkeeping activities concerning the period from 1 January to 31 December 2024 period are not in compliance with the TCC and provisions of the Company's articles of association related to financial reporting.
    1. In accordance with subparagraph 4 of Article 402 of the TCC, the Board of Directors submitted the necessary explanations to us and provided the documents required within the context of our audit.
    1. In accordance with subparagraph 4 of Article 398 of the TCC, the auditor's report on the early risk identification system and committee was submitted to the Company's Board of Directors on 3 March 2025.

PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş.

Orhan Öztürk, SMMM Independent Auditor

Istanbul, 3 March 2025

CONSOLIDATED STATEMENT OF FINANCIAL POSITION 1-2
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 4
CONSOLIDATED STATEMENT OF CASH FLOWS 5
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 6-53
NOTE 3 CASH AND CASH EQUIVALENTS 23
NOTE 4 SEGMENT REPORTING 24
NOTE 5 RELATED PARTY DISCLOSURES 24-25
NOTE 8 PROPERTY, PLANT AND EQUIPMENT 28
NOTE 9 INTANGIBLE ASSETS…………… 29
NOTE 10 COMMITMENTS…………… 30
NOTE 11 FINANCIAL INSTURMENTS 30-33
NOTE 12 EMPLOYEE BENEFITS……………… 33-35
NOTE 14 SHAREHOLDER'S EQUITY……… 37-38
NOTE 15 REVENUE AND COST OF SALES……… 38-39
NOTE 17 OTHER OPERATING INCOME AND EXPENSES…………………………………………………………… 41
NOTE 18 INCOME FROM INVESTING ACTIVITIES…………………………………………………………… 41
NOTE 19 FINANCE INCOME AND EXPENSES…………………………………………………………… 42
NOTE 20 OTHER COMPREHENSIVE INCOME ANALYSIS…………………………………………………………… 42
NOTE 21 TAX ASSETS AND LIABILITIES (INCLUDING DEFERRED TAX ASSETS ANS LIABILITIES)43-46
NOTE 23 FINANCIAL INSTRUMENTS (FAIR VALUE DISCLOSURES AND EXPLANATION ON HEDGE
ACCOUNTING) 52
NOTE 24 EARNINGS PER SHARE 52
NOTE 25 FEES FOR SERVICES RECEIVED FROM INDEPENDENT AUDIT FIRM 52
NOTE 26 EVENTS AFTER THE REPORTING PERIOD 53

HİTİT BİLGİSAYAR HİZMETLERİ A.Ş. AND ITS SUBSIDIARY

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS OF 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

Audited Audited
Current Prior
ASSETS Period Period
31 December 31 December
CURRENT ASSETS Notes 2024 2023
Cash and cash equivalents 3 301,723,476 218,438,892
Financial investments 11 130,464,116 246,873,455
Trade receivables 5,6 338,127,101 184,377,893
- Related party trade receivables 5 41,536,363 22,104,526
- Other trade receivables 6 296,590,738 162,273,367
Prepaid expenses 7 107,491,347 60,735,864
Other current assets 13 27,157,750 31,241,084
Total Current Assets 904,963,790 741,667,188
NON CURRENT ASSETS
Financial investments 11 17,629,883 -
Property, plant and equipment 8 142,986,152 151,840,116
Intangible assets 9 1,429,556,944 759,708,182
Prepaid expenses 7 95,224,105 66,180,135
Deferred tax assets 21 23,536,441 8,618,504
Other non current assets 13 2,098,649 1,801,471
Total Non-Current Assets 1,711,032,174 988,148,408
TOTAL ASSETS 2,615,995,964 1,729,815,596

HİTİT BİLGİSAYAR HİZMETLERİ A.Ş. AND ITS SUBSIDIARY

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS OF 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

Current
LIABILITIES AND EQUITY
Period
31 December
CURRENT LIABILITIES
Notes
2024
6
Trade payables
92,386,616
11
Bank loans
160,258,928
Lease liabilities
11
6,946,444
21
Current tax liabilities
9,441,326
Deferred income
7
42,304,961
12
Employee benefit obligations
21,274,515
12
Short term provisions
46,028,620
- Short term provision for employee benefits
46,028,620
Other current liabilities
13
3,426,599
Total Current Liabilities
382,068,009
NON CURRENT LIABILITIES
11
Lease liabilities
23,737,468
Deferred Income
7
101,465,331
12
Long-term provisions
13,958,757
- Long term provision for employee benefits
10,570,669
13,958,757
Total Non-Current Liabilities
139,161,556
EQUITY
14
Share capital
300,000,000
14
Share premiums on capital stock
90,539,827
14
Adjustment to share capital
117,442
Legal reserves
14
25,580,347
Other Accumulated Comprehensive Loss that will
not be subsequently reclassified to profit or loss
1,207,496,849
-Actuarial loss on defined retirement benefit plans,
net of taxes
( 997,003)
Audited Audited
Prior
Period
31 December
2023
70,993,281
-
-
5,115,447
27,743,826
22,439,386
22,238,558
22,238,558
3,484,807
152,015,305
-
70,038,983
10,570,669
80,609,652
127,500,000
263,039,827
117,442
12,506,162
886,801,753
( 1,900,376)
-Currency translation difference
1,208,493,852
888,702,129
Net Profit
276,880,664
132,168,362
Retained earnings
194,151,270
75,057,093
Total Equity
2,094,766,399
1,497,190,639
TOTAL LIABILITIES AND EQUITY
2,615,995,964
1,729,815,596

HİTİT BİLGİSAYAR HİZMETLERİ A.Ş. AND ITS SUBSIDIARY

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE PERIOD 1 JANUARY-31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

Audited
Current
Period
1 January
Audited
Prior
Period
1 January
Note 31 December
2024
31 December
2023
Revenue 15 1,122,416,793 609,051,324
Cost of sales (-) 15 (580,872,198) (313,007,451)
Gross profit 541,544,595 296,043,873
Marketing and sales expenses (-) 16 (115,748,327) (76,013,405)
General administrative expenses (-) 16 (181,628,560) (89,924,269)
Other operating income 17 44,014,765 59,729,502
Other operating expenses (-) 17 (41,581,786) (49,882,287)
Operating profit 246,600,687 139,953,414
Income from investment activities 18 63,612,706 82,143,148
Profit before finance expense 310,213,393 222,096,562
Finance expenses (-) 19 (31,844,692) (53,046,829)
Finance income 19 6,822,771 3,024,357
Profit before tax 285,191,472 172,074,090
Income tax income 21 (8,310,808) (39,905,728)
Current tax expense (-) (20,636,859) (45,245,748)
Deferred tax expense (-) 12,326,051 5,340,020
Profit for the year from continuing operations 276,880,664 132,168,362
Profit for the year 276,880,664 132,168,362
NET PROFIT FOR THE YEAR 276,880,664 132,168,362
Distribution of Net Profit
Owners of the Company/parent 24 276,880,664 132,168,362
Basic earnings per share 0.9229 0.4406
OTHER COMPREHENSIVE INCOME / (EXPENSE)
Items that will not be reclassified to profit or loss 320,695,096 526,493,280
Currency translation difference 20 319,791,723 525,931,651
Actuarial profits / (losses) in retirement
benefit plans
957,575 595,327
Deferred tax effect of actuarial profits /
(losses) in retirement benefit plans
(54,202) (33,698)
OTHER COMPREHENSIVE INCOME / (EXPENSE) 320,695,096 526,493,280
TOTAL COMPREHENSIVE INCOME 597,575,760 658,661,642

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

Other accumulated comprehensive loss that
will not be subsequently reclassified to profit or
loss
Note Share Capital Share premiums on
capital stock
Adjustment to
share capital
Legal Reserves Actuarial Gain / (Loss) Currency translation
difference
Retained earnings Net Profit for the
Period
Total Equity
Balances as of 1 January 2023
Transfers
14 127,500,000
-
292,429,353
-
117,442
-
2,808,433
9,697,729
(2,462,005)
-
362,770,478
-
26,210,031
48,847,062
58,544,791
(58,544,791)
867,918,523
-
Profit for the year
Total comprehensive income
-
-
-
-
-
-
-
-
-
561,629
-
525,931,651
-
-
132,168,362
-
132,168,362
526,493,280
Due to other changes increase / (decrease) (*) - (29,389,526) - - - - - - (29,389,526)
Balances as of 31 December 2023 14 127,500,000 263,039,827 117,442 12,506,162 ( 1,900,376) 888,702,129 75,057,093 132,168,362 1,497,190,639
Balances as of 1 January 2024
Transfers
14 127,500,000
-
263,039,827
-
117,442
-
12,506,162
13,074,185
(1,900,376)
-
888,702,129
-
75,057,093
119,094,177
132,168,362
(132,168,362)
1,497,190,639
-
Profit for the year
Total comprehensive income
Capital inrease (**)
-
-
172,500,000
-
-
(172,500,000)
-
-
-
-
-
-
-
903,373
-
-
319,791,723
-
-
-
-
276,880,664
-
-
276,880,664
320,695,096
-
Balances as of 31 December 2024 14 300,000,000 90,539,827 117,442 25,580,347 ( 997,003) 1,208,493,852 194,151,270 276,880,664 2,094,766,399

(*) Under the special additional taxes stipulated by Article 10, Clause 27 of Law No. 7440, published in the Official Gazette on March 12, 2023; the additional tax amounting to TL 29,389,526, calculated based on the "Issue Premiums" recorded under Equity, which exceeds the portion of the nominal capital in relation to some of the shares issued through capital increase with issue premiums for trading on the Borsa Istanbul (BIST Istanbul) in 2022, has been reported by offsetting it from the "Issue Premiums" account that directly affects the emergence of the tax.

(**)According to the resolution of the Company's Board of Directors dated August 1, 2024, and numbered 2024/17, it has been decided to increase the Company's issued capital from TL 127,500,000 to TL 300,000,000 within the registered capital ceiling of TRY 300,000,000. The increase of TRY 172,500,000 will be fully covered from the "Share Premiums" account. The Issuance Certificate for the shares with a nominal value of TL 172,500,000 and the amendment to Article 6 titled "Capital and Types of Shares" of the Company's Articles of Association were registered by the Istanbul Trade Registry Office on December 16, 2024, and published in the Turkish Trade Registry Gazette No. 11229.

HİTİT BİLGİSAYAR HİZMETLERİ A.Ş. AND ITS SUBSIDIARY

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

Audited Audited
Current Prior
Period Period
1 January- 1 January
31 December 31 December
Cash Flows from Operating Activities Notes 2024 2023
Profit for the Period 276,880,664 132,168,362
Adjustments related to tax expenses 21 8,310,808 39,905,728
Adjustments related to provision for employment termination benefits 12 5,781,013 3,845,522
Adjustments related to provision for doubtful receivable 6 5,765,697 457,564
Adjustments related to provision for unused vacation 12 20,282,362 7,048,120
Adjustments related to interest income and expense 18, 19 ( 30,777,156) ( 845,668)
Adjustments related to unrealized foreign exchange differences 73,322,217 ( 184,431,243)
Adjustments related with fair value expense (income) of financial assets 18 ( 18,189,226) ( 81,071,183)
Depreciation and amortization of non-current assets 8, 9 206,476,047 100,598,040
Other non-cash adjustments 3,609,907 3,245,856
551,462,333 20,921,098
Changes in working capital
Adjustments related to increase in trade receivables 5, 6
7
( 161,153,637) ( 104,919,273)
Adjustments related to increase in prepaid expenses 13 ( 7,649,204) ( 20,554,101)
Adjustments related to increase in other current / non-current assets 6 3,786,156 ( 7,762,304)
Adjustments related to decrease in trade payables 7 21,393,335
2,182,163
44,739,820
Adjustments related to increase / (decrease) in deferred income ( 234,879)
Adjustments related to increase / (decrease) in other liabilities
Cash generated from operations
( 3,739,785)
406,281,361
17,675,382
( 50,134,257)
Income taxes paid ( 10,697,253) ( 62,633,340)
Unused vacation paid 12 ( 2,277,514) ( 1,114,765)
Employment termination benefits paid 12 ( 3,689,069) ( 2,685,731)
Net cash flows from operating activities 389,617,525 ( 116,568,093)
Cash flows from investing activities
Cash genereated from disposal of property, plant and equipment 8 20,456 10,758
Payments for purchases of property, plant and equipment 8 ( 81,347,861) ( 50,760,542)
Payments for purchases of intangible assets 9 ( 538,979,109) ( 204,553,221)
Interest received 57,975,339 80,559,717
Cash inflows from the sale of shares or debt instruments of other businesses or funds 113,188,680 247,319,739
Cash outflows from the acquisition of shares or debt instruments of other businesses or funds ( 141,775,453)
Other cash inflow 181,193,910 -
649,744,251
Other cash outflow ( 50,802,410) ( 420,172,250)
Net cash flows from investing activities ( 460,526,448) 302,148,452
Cash flows from financing activities
Proceeds from borrowings 11 160,000,000 -
Borrowings paid 11 - ( 23,777,875)
Lease borrowings paid 11 ( 2,963,063) ( 27,716,090)
Interest paid ( 43,031,896) ( 845,768)
Net cash flows from financing activities 114,005,041 ( 52,339,733)
INCREASE IN CASH AND CASH EQUIVALENTS 43,096,118 133,240,626
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 3 218,438,892 57,136,078
Currency translation differences effect on cash and cash equivalents 40,188,466 28,062,188
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR 3 301,723,476 218,438,892

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

1. ORGANISATION AND OPERATIONS OF THE GROUP

Hitit Bilgisayar Hizmetleri A.Ş. ("the Company" or "Hitit Bilgisayar") was established in 1994. The Company's Subsidiary Hitit Saas Turizm Servisleri A.Ş. (collectively the "Group") was established in 2021, HITIT TECH LAB-ISB (SMC-Private) in 2023, Hitit PK Seyahat Acente Dağıtım Sistemleri A.Ş. established in 2024, together referred to as the "Group". The Group's main field of activity is to develop software solutions for airlines, travel companies and airports, carry operations to provide these as a service, to host and to sell.

The registered office of the Company is Reşitpaşa Mah. Katar Cad. No:4/1 Arı Teknokent 2 İç Kapı No:601 34468 Maslak / Sarıyer / İstanbul.

As of 31 December 2024, personnel number of the Group is 406 (31 December 2023: 390).

The Group's business segments in continuing operations and reporting details in accordance with geographic segments are presented on Note 4.

Subsidiary of Group:

Hitit Saas Turizm Servisleri A.Ş.

The company was established under 100% ownership of Hitit Bilgisayar Hizmetleri A.Ş., in order to sell and widespread the tickets, hotels, car rentals, airport transfers, insurances and other non-ticket travel products, additional services through Hitit Bilgisayar Hizmetleri A.Ş.'s agency network in the global market, registered and announced on 9 November 2021.

HITIT TECH LAB-ISB (SMC-Private) Limited

The software development company HITIT TECH LAB-ISB (SMC-Private) Limited was established at Securities and Exchange Commission of Pakistan - SECP, company's shares representing the capital are fully owned by Hitit Bilgisayar Hizmetleri A.Ş., in order to create value in technology field in Pakistan.

Hitit PK Seyahat Acente Dağıtım Sistemleri A.Ş.

The company "Hitit PK Seyahat Acente Dağıtım Sistemleri A.Ş." was established under the 100% ownership of Hitit Bilgisayar Hizmetleri A.Ş., headquartered in Türkiye/Istanbul in order to support agency distribution services in the Pakistan market, promote and marketing Pakistan-based travel content worldwide through Hitit ADS, within this framework, to facilitate the daily activities of Hitit ADS users such as travel agencies, corporate travel and similar. The company was registered and announced at the Istanbul Trade Registry Office as of 5 January 2024.

Approval of consolidated financial statements:

Board of Directors has approved the consolidated financial statements and delegated authority for publishing it on 3 March 2025. General Assembly has the authority to modify the consolidated financial statements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

2. BASIS OF PRESENTATION OF FINANCIAL STATEMENTS

2.1 Basis of Presentation

Financial reporting standards applied

The consolidated financial statements are prepared in accordance with Communiqué Serial II, No:14.1, "Principles of Financial Reporting in Capital Markets" (the "Communiqué") published in the Official Gazette numbered 28676 on 13 September 2013. According to Article 5 of the Communiqué, the consolidated financial statements are prepared in accordance with the Turkish Financial Reporting Standards ("TFRS") issued by Public Oversight Accounting and Auditing Standards Authority ("POA").

In addition, the financial statements are presented in accordance with the formats determined in the "Announcement on TFRS Taxonomy" published by the POA on 3 July 2024 and the Financial Statement Examples and User Guide published by the CMB.

Basis of preparation

The consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments that are measured at fair values. Historical cost is generally based on the fair value of the consideration given in exchange for assets.

The consolidated financial statements have been prepared on a going concern basis, with the assumption that the Group will benefit from its assets and fulfill its liabilities in the subsequent year and in the natural process of its business operations.

Functional and Presentation Currency

The functional currency of the Group has been determined as USD Dollar in accordance with Turkish Accounting Standard No. 21 ("TAS 21") "The Effects of Changes in Foreign Exchange Rates", since purchases and sales are mostly based on USD Dollar. The presentation currency of the financial statement is TL.

The Group's client portfolio is mainly consists of foreign clients. Parallel to this, a significant portion of the revenues are in US Dollars. The Group's increasing export volume, its growth strategies on the global platforms and its competitive environment have made the USD (US Dollar) the effective currency in reflecting the basic economic environment in which the Group is positioned. Within this frame, the Group management has determined the functional currency to be USD as of 1 January 2020, as a result of these effects on the economic environment and activities, since USD has also been used in decision-making, budget follow-up and management reporting by the group management.

Presentation Currency Translation

According to TAS 21 ("The Effects of Changes in Foreign Exchange Rates") financial statements, that are prepared in USD for the Group have been translated in TL as the following method:

  • In the consolidated financial statement position dated 31 December 2024, assets and liabilities have been converted into TL with the foreign exchange buying rates announced by The Central Bank of Turkish Republic as of 31 December 2024 which is 35.2803 TL=1 USD.
  • Consolidated statement of profit or loss for the period ended 31 December 2024, have been converted into TL with the exchange rates of the twelve-months average of January - December 2024 which is 32.7824 TL=1 USD.
  • All exchange differences resulting from translation to TL presentation currency are shown in statement of other comprehensive income as of foreign currency translation differences.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

2. BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (cont'd)

2.1 Basis of Presentation (cont'd)

Basis of Consolidation

The detail of the Company's subsidiary at 31 December 2024 and 31 December 2023 are as follows:

Share in equity of the Group (%)
Subsidiaries Country of incorporation Currency 31 December 2024 31 December 2023
Hitit Saas Turizm Servisleri A.Ş. Türkiye US Dollar 100 100
HITIT TECH LAB-ISB (SMC-Private) Limited Pakistan US Dollar 100 100
Hitit PK Seyahat Acente Dağıtım Sistemleri A.Ş. Türkiye US Dollar 100 -

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company and its subsidiaries. Control is achieved when the Company:

  • has power over the investee;
  • is exposed, or has rights, to variable returns from its involvement with the investee and
  • has the ability to use its power to affect its returns.

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Group's voting rights in an investee are sufficient to give it power, including:

  • The size of the Company's holding of voting rights relative to the size and dispersion of holdings of the other vote holders;
  • Potential voting rights held by the Company or other shareholders;
  • Rights arising from other contractual arrangements; and
  • Any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders' meetings.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary.

Offsetting

A financial asset or liability can be offset and the net amount shown on the balance sheet only if the Group has a legal right to offset the recognized amounts and intends to settle on a net basis or to realize the asset and settle the liability simultaneously.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

2. BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (cont'd)

2.2 Changes in Accounting Policies

Significant changes in accounting policies are implemented retroactively and financial statements for previous period are restated. There are no significant changes to accounting policies of the Group in the current period.

2.3 Changes and Errors in Accounting Estimates

Changes in accounting estimates are applied only in the period changes were made if they are only related to the current period. Nevertheless, they are applied both in the current period and in the future periods if they are related to multiple periods. Significant accounting errors are corrected retroactively and financial statements for previous periods are restated. There are no significant changes in estimates in the current period.

2.4 New and Revised Turkish Financial Reporting Standards

  • a) Standards, amendments, and interpretations applicable as of 31 December 2024:
  • Amendment to IAS 1 – Non-current liabilities with covenants; effective from annual periods beginning on or after 1 January 2024. These amendments clarify how conditions with which an Group must comply within twelve months after the reporting period affect the classification of a liability. The amendments also aim to improve information an Group provides related to liabilities subject to these conditions.
  • Amendment to IFRS 16 – Leases on sale and leaseback; effective from annual periods beginning on or after 1 January 2024. These amendments include requirements for sale and leaseback transactions in IFRS 16 to explain how an Group accounts for a sale and leaseback after the date of the transaction. Sale and leaseback transactions where some or all the lease payments are variable lease payments that do not depend on an index or rate are most likely to be impacted.
  • Amendments to IAS 7 and IFRS 7 on Supplier finance arrangements; effective from annual periods beginning on or after 1 January 2024. These amendments require disclosures to enhance the transparency of supplier finance arrangements and their effects on a company's liabilities, cash flows and exposure to liquidity risk. The disclosure requirements are the IASB's response to investors' concerns that some companies' supplier finance arrangements are not sufficiently visible, hindering investors' analysis.
  • IFRS S1, 'General requirements for disclosure of sustainability-related financial information; effective from annual periods beginning on or after 1 January 2024. This standard includes the core framework for the disclosure of material information about sustainabilityrelated risks and opportunities across an Group's value chain.
  • IFRS S2, 'Climate-related disclosures'; effective from annual periods beginning on or after 1 January 2024. This is the first thematic standard issued that sets out requirements for entities to disclose information about climate-related risks and opportunities.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

2. BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (cont'd)

2.4 New and Revised Turkish Financial Reporting Standards (cont'd)

  • b) Standards, amendments, and interpretations that are issued but not effective as of 31 December 2024:
  • IFRS 17, 'Insurance Contracts'; effective from annual periods beginning on or after 1 January 2023. This standard replaces IFRS 4, which permitted a wide variety of practices in accounting for insurance contracts. IFRS 17 will fundamentally change the accounting by all entities that issue insurance contracts.
  • Amendments to IAS 21 - Lack of Exchangeability; effective from annual periods beginning on or after 1 January 2025. An Group is impacted by the amendments when it has a transaction or an operation in a foreign currency that is not exchangeable into another currency at a measurement date for a specified purpose. A currency is exchangeable when there is an ability to obtain the other currency (with a normal administrative delay), and the transaction would take place through a market or exchange mechanism that creates enforceable rights and obligations.
  • Amendment to IFRS 9 and IFRS 7 - Classification and Measurement of Financial Instruments; effective from annual reporting periods beginning on or after 1 January 2026 ( early adoption is available) These amendments:

• clarify the requirements for the timing of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system;

• clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion;

• add new disclosures for certain instruments with contractual terms that can change cash flows (such as some instruments with features linked to the achievement of environment, social and governance (ESG) targets); and

• make updates to the disclosures for equity instruments designated at Fair Value through Other Comprehensive Income (FVOCI).

  • Annual improvements to IFRS – Volume 11; Annual improvements are limited to changes that either clarify the wording in an Accounting Standard or correct relatively minor unintended consequences, oversights or conflicts between the requirements in the Accounting Standards. The 2024 amendments are to the following standards:
  • IFRS 1 First-time Adoption of International Financial Reporting Standards;
  • IFRS 7 Financial Instruments: Disclosures and its accompanying Guidance on implementing IFRS 7;
  • IFRS 9 Financial Instruments;
  • IFRS 10 Consolidated Financial Statements; and
  • IAS 7 Statement of Cashflow;

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

2. BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (cont'd)

2.4 New and Revised Turkish Financial Reporting Standards (cont'd)

  • b) Standards, amendments, and interpretations that are issued but not effective as of 31 December 2024: (cont'd)
  • IFRS 18 Presentation and Disclosure in Financial Statements; effective from annual periods beginning on or after 1 January 2027. This is the new standard on presentation and disclosure in financial statements, with a focus on updates to the statement of profit or loss. The key new concepts introduced in IFRS 18 relate to:
  • the structure of the statement of profit or loss;

• required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an Group's financial statements (that is, management defined performance measures); and

• enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general.

IFRS 19 Subsidiaries without Public Accountability: Disclosures; effective from annual periods beginning on or after 1 January 2027. Earlier application is permitted. This new standard works alongside other IFRS Accounting Standards. An eligible subsidiary applies the requirements in other IFRS Accounting Standards except for the disclosure requirements and instead applies the reduced disclosure requirements in IFRS 19. IFRS 19's reduced disclosure requirements balance the information needs of the users of eligible subsidiaries' financial statements with cost savings for preparers. IFRS 19 is a voluntary standard for eligible subsidiaries. A subsidiary is eligible if:

• it does not have public accountability; and

• it has an ultimate or intermediate parent that produces consolidated financial statements available for public use that comply with IFRS Accounting Standards.

The Group evaluates the effects of these amendments on the consolidated financial statements.

2.5 Summary of Significant Accounting Policies

Related Parties

Related parties are persons or businesses related to the entity that prepares their financial statements (reporting entity).

(a) A person or a member of his / her immediate family shall be deemed to be a related party with the business if any of the following is true:

  • (i) the person has control or joint control power over the reporting entity
  • (ii) the person has significant influence over the reporting entity,

(iii) the person is a member of the key management personnel of a parent company of the reporting or reporting entity.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

2. BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (cont'd)

2.5 Summary of Significant Accounting Policies (cont'd)

Related Parties (cont'd)

(b) A business shall be deemed to be related to the reporting entity if any of the following conditions are met:

(i) the business and the reporting entity are members of the same company (ie, associated with each parent, subsidiary and other subsidiary).

(ii) the business is an affiliate or business partner of the reporting entity (or a member of a company that is also a member of the other operator).

(iii) Both the business and the reporting entity are partnerships of the same third party.

(iv) Either the business or reporting entity is a business partnership of a third party, and the third party is the affiliate of the reporting entity or business.

(v) The business has benefit plans provided to employees of the reporting entity or an entity associated with the reporting entity after leaving the entity. If the reporting entity itself has such a plan, the sponsoring employers are also related parties to the reporting entity.

(vi) The reporting entity is controlled or jointly controlled by a person as defined in (a).

(vii) A person identified in sub-paragraph (i) of (a) has significant influence over or is a member of the key management personnel of the reporting entity (or its parent company).

Transactions with a related party are transfers between a reporting entity and a related party, irrespective of whether a resource, service or liability is for a consideration.

Revenue

The Group's revenues consist of sales and hosting of the software package containing modules to manage processes including booking, ticketing, revenue accounting, frequent flyer program, as well as sales and hosting of additional modules to manage flight planning and staff and aircraft information.

The Group also earns revenue due to installing the above mentioned software and additional modules, and due to maintenance, training and other services, it renders regarding the software and additional modules.

The Group defines performance obligations in the contracts it has made regarding the aforementioned services, distributes transaction costs to performance obligations, taking into account estimated customer returns, discounts and provisions, and records its revenues on an accrual basis over the fair value of the price received or to be received.

The Group provides a service of installation of various software products for specialised business operations. Such services are recognised as a performance obligation satisfied over time. Revenue is recognised for these installation services based on the stage of completion of the contract. The directors have assessed that the stage of completion determined as the proportion of the total time expected to install that has elapsed at the end of the reporting period is an appropriate measure of progress towards complete satisfaction of these performance obligations under TFRS 15. Payment for installation of software services is not due from the customer until the installation services are complete and therefore a contract asset is recognised over the period in which the installation services are performed representing the Group's right to consideration for the services performed to date.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

2. BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (cont'd)

2.5 Summary of Significant Accounting Policies (cont'd)

Revenue (cont'd)

Deferred installation income arise from obligations arising from customer contracts. The Group fulfills and recognizes its performance liabilities over time within the scope of its liabilities arising from customer contracts. Income from customer contracts related to the incomplete service period is accounted for as "Deferred Installation Income". Income from such services are recorded as income on an accrual basis over the hours of service provided in accordance with the contractual principles, in accordance with the periodicity principle. In the short-term and one-time services, the Group takes the income into the financial statements "at a certain moment of time" when the control is passed to the customer.

Property, Plant and Equipment

Property, plant and equipment are carried at cost less accumulated depreciation and any accumulated impairment losses. Land is not depreciated and carried at cost less accumulated impairment.

Properties in the course of construction for production, leases or administrative purposes are carried at cost, less any recognized impairment loss. Cost includes professional fees. Borrowing costs are capitalised for assets that necessarily takes a substantial period of time to get ready for its intended use or sale. Such properties are classified to the appropriate categories of property, plant and equipment when completed and ready for intended use. Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready for their intended use.

Depreciation is recognized so as to write off the cost or valuation of assets, other than freehold land and properties under construction, less their residual values over their useful lives, using the straightline method. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets. However, when there is no reasonable certainty that ownership will be obtained by the end of the lease term, assets are depreciated over the shorter of the lease term and their useful lives.

An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

2. BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (cont'd)

2.5 Summary of Significant Accounting Policies (cont'd)

Intangible Assets

Trademarks and licenses

Acquired licenses are shown at historical cost. Licenses have a finite useful life and are carried at cost less accumulated amortization. Amortization is calculated using the straight-line method to allocate the cost of licenses over their estimated useful lives (3-5 years).

Computer software

Acquired computer software licenses are capitalized on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortized over their estimated useful lives (3-15 years).

Costs associated with developing or maintaining computer software programmes are recognized as an expense as incurred. Costs that are directly associated with the development of identifiable and unique software products controlled by the Group, and that will probably generate economic benefits exceeding costs beyond one year, are recognized as intangible assets. Costs include the software development employee costs and an appropriate portion of relevant overheads.

Computer software development costs recognized as assets are amortized over their estimated useful lives (3 years).

Internally-generated intangible assets – research and development expenditure

Expenditure on research activities is recognized as an expense in the period in which it is incurred. An internally-generated intangible asset arising from development is recognized if, and only if, all of the following have been demonstrated:

  • the technical feasibility of completing the intangible asset so that it will be available for use or sale,
  • the intention to complete the intangible asset and use or sell it,
  • the ability to use or sell the intangible asset,
  • how the intangible asset will generate probable future economic benefits,
  • the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
  • the ability to measure reliably the expenditure attributable to the intangible asset during its development.

The amount initially recognized for internally-generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no internally-generated intangible asset can be recognized, development expenditure is recognized in profit or loss in the period in which it is incurred.

Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortization and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

2. BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (cont'd)

2.5 Summary of Significant Accounting Policies (cont'd)

Intangible Assets (cont'd)

Internally-generated intangible assets – research and development expenditure (cont'd)

Costs incurred under development activities are capitalized by the Group. Management takes into account how much time each staff member spends in research and development activities while including the salaries of staff directly involved in the calculation of the cost of the asset. Personnel expenses related to research activities are recognised as an expense when incurred.

Derecognition of intangible assets

An intangible asset is derecognized on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognized in profit or loss when the asset is derecognized.

Impairment of Property, Plant and Equipment and Intangible Assets Other Than Goodwill

At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cashgenerating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

When an impairment loss subsequently reverses, the carrying amount of the asset (or a cash generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss to the extent that it eliminates the impairment loss which has been recognised for the asset in prior years. Any increase in excess of this amount is treated as a revaluation increase.

Borrowing Costs

In the case of assets requiring a significant amount of time (qualifying assets) to be made ready for use and sale, borrowing costs that are directly attributable to the acquisition, construction or production are included in the cost of the asset until the asset is ready for use or sale.

All other borrowing costs are recorded as an expense in the statement of profit in the period in which they are incurred.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

2. BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (cont'd)

2.5 Summary of Significant Accounting Policies (cont'd)

Financial Instruments

Financial assets and financial liabilities are recognised in the Group's statement of financial position when the Group becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

Financial assets

Classification of financial assets

Debt instruments that meet the following conditions are measured subsequently at amortised cost:

  • The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
  • The contractual terms of the financial asset result in cash flows on certain dates that include only payments of principal and interest on the principal balance.

Debt instruments that meet the following conditions are measured subsequently at fair value through other comprehensive income (FVTOCI):

  • the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling the financial assets; and
  • the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

By default, all other financial assets are measured subsequently at fair value through profit or loss (FVTPL).

Despite the foregoing, the Group may make the following irrevocable election at initial recognition of a financial asset; the Group may irrevocably elect to present subsequent changes in fair value of an equity investment in other comprehensive income if certain criteria are met.

(i) Amortised cost and effective interest method

Interest income on financial assets carried at amortized cost is calculated using the effective interest method. The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. This income is calculated by applying the effective interest rate to the gross carrying amount of the financial asset:

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

2. BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (cont'd)

2.5 Summary of Significant Accounting Policies (cont'd)

Financial Instruments (cont'd)

Financial assets (cont'd)

Classification of financial assets (cont'd)

(i) Amortised cost and effective interest method (cont'd)

(a) Credit-impaired financial assets when purchased or generated. For such financial assets, the Group applies the effective interest rate on the amortized cost of a financial asset based on the loan from the date of the recognition in the financial statements.

(i) Amortised cost and effective interest method (cont'd)

(b) Non-financial assets that are impaired at the time of acquisition or generation but subsequently become a financial asset that has been impaired. For such financial assets, the Group applies the effective interest rate to the amortized cost of the asset in the subsequent reporting periods.

Interest income is recognised using the effective interest method for debt instruments measured subsequently at amortised cost and at FVTOCI.

(ii) Financial assets at FVTPL

Financial assets that do not meet the criteria for being measured at amortised cost or FVTOCI (see (i) above) are measured at FVTPL.

Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any fair value gains or losses recognised in profit or loss to the extent they are not part of a designated hedging relationship (see hedge accounting policy).

Foreign exchange gains and losses

The carrying amount of financial assets that are denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of each reporting period. Specifically,

  • for financial assets measured at amortised cost that are not part of a designated hedging relationship, exchange differences are recognised in profit or loss;
  • for debt instruments measured at FVTOCI that are not part of a designated hedging relationship, exchange differences on the amortised cost of the debt instrument are recognised in profit or loss. Other exchange differences are recognised in other comprehensive income;
  • for financial assets measured at FVTPL that are not part of a designated hedging relationship, exchange differences are recognised in profit or loss; and
  • for equity instruments measured at FVTOCI, exchange differences are recognised in other comprehensive income.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

2. BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (cont'd)

2.5 Summary of Significant Accounting Policies (cont'd)

Financial Instruments (cont'd)

Financial assets (cont'd)

Impairment of financial assets

The Group recognises a loss allowance for expected credit losses on investments in debt instruments that are measured at amortised cost or at FVTOCI, lease receivables, trade receivables and contract assets, as well as financial guaranteed contracts. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.

The Group utilizes a simplified approach for trade receivables, contract assets and lease receivables that does not have significant financing component and calculates the allowance for impairment against the lifetime ECL of the related financial assets.

For all other financial instruments, the Group recognises lifetime ECL when there has been a significant increase in credit risk since initial recognition. However, if on the other hand, the credit risk on the financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12-month ECL.

Measurement and recognition of expected credit losses

The measurement of expected credit losses is a function of the probability of default, loss given default (i.e. the magnitude of the loss if there is a default) and the exposure at default. The assessment of the probability of default and loss given default is based on historical data adjusted by forwardlooking information as described above. As for the exposure at default, for financial assets, this is represented by the assets' gross carrying amount at the reporting date.

The expected credit loss of financial assets is the present value of the difference between all contractual cash flows of the Group and all cash flows that the Group expects to collect (all cash deficits), calculated over the initial effective interest rate (or credit-adjusted effective interest rate for financial assets that were credit-impaired when purchased or created).

Derecognition of financial assets

The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

2. BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (cont'd)

2.5 Summary of Significant Accounting Policies (cont'd)

Financial Instruments (cont'd)

On derecognition of a financial asset measured at amortised cost, the difference between the asset's carrying amount and the sum of the consideration received and receivable is recognised in profit or loss. In addition, on derecognition of an investment in a debt instrument classified as at FVTOCI, the cumulative gain or loss previously accumulated in the investments revaluation reserve is reclassified to profit or loss. In contrast, on derecognition of an investment in equity instrument which the Group has elected on initial recognition to measure at FVTOCI, the cumulative gain or loss previously accumulated in the investments revaluation reserve is not reclassified to profit or loss, but is transferred directly to retained earnings

Financial Liabilities

Financial liabilities are classified as at FVTPL on initial recognition. On initial recognition of liabilities other than those that are recognised at FVTPL, transaction costs directly attributable to the acquisition or issuance thereof are also recognised in the fair value.

A financial liability is subsequently classified at amortized cost except:

(a) Financial liabilities at FVTPL: These liabilities including derivative instruments are subsequently measured at fair value.

(b) Financial liabilities arising if the transfer of the financial asset does not meet the conditions of derecognition from the financial statements or if the ongoing relationship approach is applied:

When the Group continues to present an asset based on the ongoing relationship approach, a liability in relation to this is also recognised in the financial statements. The transferred asset and the related liability are measured to reflect the rights and liabilities that the Group continues to hold. The transferred liability is measured in the same manner as the net book value of the transferred asset.

(c) A contingent consideration recognized in the financial statements by the entity acquired in a business combination where TFRS 3 is applied: After initial recognition, the related contingent consideration is measured as at FVTPL.

The Group does not reclassify any financial liability.

Derecognition of financial liabilities

The Group derecognises financial liabilities only when, the Group's obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.

Effect of Currency Exchange

Foreign Currency Balances and Transactions

The financial statements of the Group are presented in USD, the currency (functional currency) that is valid in the basic economic environment in which its. The financial position of the Group and the results of its operations are expressed in TL which the presentation currency for the consolidated financial statements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

2. BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (cont'd)

2.5 Summary of Significant Accounting Policies (cont'd)

Effect of Currency Exchange (cont'd)

Foreign Currency Balances and Transactions (cont'd)

In preparing the financial statements of the individual entities, transactions in currencies other than US Dollar (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. The Group has determined TL as the reporting currency for the purpose of presenting the financial statements and footnotes. The financial statements are translated into the presentation TL currency using the period-end rate for statement of financial position items, capital and legal reserves, historical rates for other equity items excluding capital and legal reserves, and average rates for profit or loss statement items.

Events After the Reporting Period

Events after the reporting period are those events that occur between the balance sheet date and the date when the financial statements are authorized for issue, even if they occur after an announcement related with the profit for the year or public disclosure of other selected financial information.

The Group adjusts the amounts recognized in its financial statements if adjusting events occur after the balance sheet date.

Provisions, Contingent Assets and Liabilities

Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

As of 31 December 2024, the Group has no provision for litigation.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

2. BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (cont'd)

2.5 Summary of Significant Accounting Policies (cont'd)

Income Taxes

Income tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

Current year tax liability is calculated on the basis of the taxable portion of the period profit which is not included in the scope of the technology development region. Taxable profit differs from 'profit before tax' as reported in the consolidated statement of profit or loss because of items of income or expense that are taxable or deductible in other years and it excludes items that are never taxable or deductible. The Group's current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax

Deferred tax liability or asset is recognized on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax rates which are used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized. Such deferred tax assets and liabilities are not recognized if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

Current and deferred tax for the period

Current and deferred tax are recognized as in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

2. BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (cont'd)

2.5 Summary of Significant Accounting Policies (cont'd)

Income Taxes (cont'd)

Deferred tax (cont'd)

Employee Benefits

Employee Termination Benefits:

Under Turkish law and union agreements, lump sum payments are made to employees retiring or involuntarily leaving the Group. Such payments are considered as being part of defined retirement benefit plan as per TAS 19 (Revised) Employee Benefits ("TAS 19").

The employee termination benefit liability recognized in the consolidated statement of financial position represents the present value of the defined benefit obligation. The actuarial gains and losses are recognized in other comprehensive income.

Statement of Cash Flow

In statement of cash flows, cash flows are classified according to operating, investing and financing activities.

Share Capital and Dividends

Common shares are classified as equity. Dividends on common shares are recognized in equity by deducting the dividend amount from accumulated profits in the period in which they are approved and declared.

2.6 Significant Accounting Judgements, Estimates and Assumptions

Development Costs

Costs incurred under development activities are capitalized by the Group. Management takes into account how much time each staff member spends in research and development activities while including the salaries of staff directly involved in the calculation of the cost of the asset. Personnel expenses related to research activities are recognised as an expense when incurred.

The Useful lives of Property, Plant and Equipment

The Group depreciates its property and equipment by taking the useful lives in Notes 8 and 9 into account. Useful lives of property, plant and equipment are based on best estimation of the Management, reviewed at every date of balance sheet and corrected in case of need.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

3. CASH AND CASH EQUIVALENTS

31 December 31 December
2024 2023
Cash on hand 688,213 634,776
Cash at banks 301,035,263 217,804,116
Demand deposits 46,950,823 16,289,897
Time deposits 254,084,440 201,514,219
301,723,476 218,438,892
Effective Interest
Time Deposits Rate Maturity Date 31 December 2024
US Dollar (TL denominated) 0.01% 2.01.2025 58,565,298
TL 49.00% 21.03.2025 50,500,000
TL 49.00% 25.03.2025 43,500,000
TL 40.00% 15.01.2025 33,250,000
TL 49.00% 14.03.2025 18,500,000
TL 50.00% 7.03.2025 17,500,000
TL 39.00% 10.01.2025 10,000,000
US Dollar (TL denominated) 1.75% 2.01.2025 6,714,849
TL 50.00% 28.02.2025 5,000,000
EUR (TL denominated) 0.01% 2.01.2025 4,224,663
TL 37.45% 2.01.2025 4,100,000
TL 31.50% 2.01.2025 2,150,000
TL 44.73% 2.01.2025 79,630
254,084,440
Effective Interest
Time Deposits Rate Maturity Date 31 December 2023
US Dollar (TL denominated) 0.01% 2.01.2024 62,703,366
US Dollar (TL denominated) 4.00% 27.06.2024 58,876,400
US Dollar (TL denominated) 4.00% 28.03.2024 58,876,400
US Dollar (TL denominated) 2.5% 2.01.2024 2,821,142
TL 30.00% 2.01.2024 11,785,001
TL 13.00% 2.01.2024 100,000
EUR (TL denominated) 0.01% 2.01.2024 6,351,910
201,514,219

Explanations about the nature and level of risks related to cash and cash equivalents are provided in Note 22. As of 31 December 2024, the Group do not have any worth of restricted cash (31 December 2023: None).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

4. SEGMENT REPORTING

The Group is managed as a single reporting unit that develop software solutions for the travel industry, especially for airlines, tour operators and airports, providing them as a service, additional development, maintenance and operating activities. The Group's Chief Operating Decision Maker is the Board of Directors. The resource utilization decisions are made from single center by considering all service categories as a whole. The objective in making resource utilization decisions is to maximize consolidated financial results, rather than highlight specific regions or categories. All other assets and liabilities have been associated with the Group's only integrated reporting section.

5. RELATED PARTY DISCLOSURES

The receivables from related parties arise from: development and maintenance services and hosting and database management services, their maturity is 30 days (31 December 2023: 30 days) on average and bear no interest. The payables to related parties arise mainly from consultancy services, their maturity is 30 days (31 December 2023:30 days) on average and bear no interest.

The details of the transactions between the Group and other related parties are as follows.

Trade Receivables
Current Current
Balances with Related Parties 31 December 2024 31 December 2023
Shareholders
Pegasus Hava Taşımacılığı A.Ş.
Others
39,628,684 17,750,663
Amadeus Bilgi Teknolojisi Hizmetleri A.Ş. 1,907,679 4,353,863
41,536,363 22,104,526

The transactions with related parties for the period ended 31 December 2024 and 31 December 2023 are as follows:

1 January - 1 January -
31 December 2024 31 December 2023
Transactions with Related Parties Sales Sales
Pegasus Hava Taşımacılığı A.Ş. 279,706,493 155,755,362
Amadeus Bilgi Teknolojisi Hizmetleri A.Ş. 29,411,675 33,649,321
309,118,168 189,404,683

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

5. RELATED PARTY DISCLOSURES (cont'd)

Benefits provided to key personnel:

The Executives of the Group consist of members of its board of directors, assistant general managers and directors. The benefits provided to the Executives include salary, bonus, private health insurance, and transportation. The benefits provided to Executives in the period are as follows:

1 January- 1 January
31 December 31 December
2024 2023
Salaries and other short term benefits 43,238,612 21,699,394
Other long term benefits 43,238,612 -
21,699,394

6. TRADE RECEIVABLES AND PAYABLES

a) Trade Receivables

The details of the Group's trade receivables as of reporting date are as follows:

31 December 31 December
2024 2023
Current trade receivables
Trade receivables 282,352,173 151,133,687
Trade receivables from related parties (Note: 5) 41,536,363 22,104,526
Income accruals 31,153,387 20,650,073
Expected credit loss (-) (16,914,822) (9,510,393)
338,127,101 184,377,893

Trade receivables are amounts due from customers for services performed in the ordinary course of business. The average maturity of trade receivables is 84 days (31 December 2023: 80 days) and classified as a current trade receivables.

As of 31 December 2024, receivables of the Group amounting to TL 162,790,192 are overdue but not impaired (31 December 2023: TL 94,406,013). As of 31 December 2024, The Group's provisions for doubtful receivables are TL 16,914,822 (31 December 2023: TL 9,510,393).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

6. TRADE RECEIVABLES AND PAYABLES (cont'd)

a) Trade Receivables (cont'd)

1 January- 1 January
31 December 31 December
2024 2023
Movement of Allowance for Doubtful Receivables
Balance at beginning of the year 9,510,393 5,781,290
Charge for the period (Note: 16) 5,765,697 457,564
Collections - (140,708)
Currency translation difference 1,638,732 3,412,247
Closing balance 16,914,822 9,510,393

b) Trade Payables

Details of the Group's trade payables as of the reporting date are as follows:

31 December 31 December
Short term trade payables 2024 2023
Trade payables to service providers 82,004,386 62,355,524
Expense Accruals 10,382,230 8,637,757
92,386,616 70,993,281

As of 31 December 2024, average maturity of the Group's trade payables is 51 days (31 December 2023: 57 days).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

7. PREPAID EXPENSES AND DEFERRED INCOME

31 December 31 December
2024 2023
Short-term prepaid expenses
Deferred implementation expenses
Prepaid software support expenses
Prepaid interest expenses
Prepaid insurance expenses
Prepaid marketing and sales expenses
Order advances given
Business advances given
Other prepaid expenses
36,677,470
30,038,728
29,211,227
6,631,787
2,565,525
523,595
134,100
1,708,915
107,491,347
25,018,555
18,807,385
-
7,374,943
5,504,456
2,108,423
542,840
1,379,262
60,735,864
Long-term prepaid expenses 31 December
2024
31 December
2023
Deferred implementation expenses
Prepaid software support expenses
Other prepaid expenses
93,344,018
1,821,948
58,139
64,807,520
1,325,774
46,841
Short-term deferred income 95,224,105
31 December
2024
66,180,135
31 December
2023
Deferred implementation income
Other deferred Income
38,950,686
3,354,275
42,304,961
26,577,749
1,166,077
27,743,826
31 December
2024
31 December
2023
Long-term deferred income
Deferred implementation income
Other deferred Income
101,465,331
-
70,032,948
6,035
101,465,331 70,038,983

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

8. PROPERTY, PLANT AND EQUIPMENT

Furnitures & Leasehold Construction in
Fixtures improvements progress Total
Cost Value
Opening balance as of 1 January 2024 109,892,742 6,990,689 88,577,483 205,460,914
Additions with financial leasing 32,273,150 - - 32,273,150
Additions 67,573,353 2,912,093 10,862,415 81,347,861
Transfers - - (109,502,362) (109,502,362)
Disposals (20,456) - - (20,456)
Foreign currency translation difference 29,414,930 1,609,215 10,062,464 41,086,609
Closing balance as of 31 December 2024 239,133,719 11,511,997 - 250,645,716
Accumulated Depreciation
Opening balance as of 1 January 2024 (49,276,603) (4,344,195) - (53,620,798)
Charge of the year (39,108,256) (1,225,341) - (40,333,597)
Disposals 8,687 - - 8,687
Foreign currency translation difference (12,758,371) (955,485) - (13,713,856)
Closing balance as of 31 December 2024 (101,134,543) (6,525,021) - (107,659,564)
Carrying value as of 31 December 2024 137,999,176 4,986,976 - 142,986,152
Furnitures & Leasehold Construction in
Fixtures improvements progress Total
Cost Value
Opening balance as of 1 January 2023 43,585,251 3,786,593 43,172,860 90,544,704
Additions 33,306,304 830,237 16,624,001 50,760,542
Disposals (10,758) - - (10,758)
Foreign currency translation difference 33,011,945 2,373,859 28,780,622 64,166,426
Closing balance as of 31 December 2023 109,892,742 6,990,689 88,577,483 205,460,914
Accumulated Depreciation
Opening balance as of 1 January 2023 (21,192,223) (2,223,172) - (23,415,395)
Charge of the year (12,847,349)
10,758
(680,932) - (13,528,281)
10,758
Disposals
Foreign currency translation difference
(15,247,789) -
(1,440,091)
-
-
(16,687,880)
Closing balance as of 31 December 2023 (49,276,603) (4,344,195) - (53,620,798)
Carrying value as of 31 December 2023 60,616,139 2,646,494 88,577,483 151,840,116

There are no mortgage on property, plant and equipment (31 December 2023 : None).

Useful lives of property and equipment are as follows:

Useful Life
Furnitures & Fixtures 4 Years
Leasehold improvements 5 Years
Construction in progress 15 Years

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

9. INTANGIBLE ASSETS

Developed Purchased
Rights software software Total
Cost Value
Opening balance as of 1 January 2024 107,161,318 1,022,069,311 14,389,480 1,143,620,109
Additions 33,684,538 505,206,419 88,152 538,979,109
Transfer - - 109,502,362 109,502,362
Foreign currency translation difference 23,833,129 241,327,685 11,206,036 276,366,850
Closing balance as of 31 December 2024 164,678,985 1,768,603,415 135,186,030 2,068,468,430
Accumulated Depreciation
Opening balance as of 1 January 2024 (57,799,992) (313,062,010) (13,049,925) (383,911,927)
Charge of the year (25,969,234) (136,805,741) (3,376,162) (166,151,137)
Foreign currency translation difference (13,437,667) (72,552,206) (2,858,549) (88,848,422)
Closing balance as of 31 December 2024 (97,206,893) (522,419,957) (19,284,636) (638,911,486)
Carrying value as of 31 December 2024 67,472,092 1,246,183,458 115,901,394 1,429,556,944
Developed Purchased
Rights software software Total
Cost Value
Opening balance as of 1 January 2023 66,191,122 490,101,141 9,046,107 565,338,370
Additions 2,380,971 202,053,272 118,978 204,553,221
Foreign currency translation difference 38,589,225 329,914,898 5,224,395 373,728,518
Closing balance as of 31 December 2023 107,161,318 1,022,069,311 14,389,480 1,143,620,109
Accumulated Depreciation
Opening balance as of 1 January 2023 (25,681,853) (141,975,313) (7,629,243) (175,286,409)
Charge of the year (14,010,227) (72,232,454) (837,836) (87,080,517)
Foreign currency translation difference (18,107,912) (98,854,243) (4,582,846) (121,545,001)
Closing balance as of 31 December 2023 (57,799,992) (313,062,010) (13,049,925) (383,911,927)
Carrying value as of 31 December 2023 49,361,326 709,007,301 1,339,555 759,708,182

TL 136,805,741 of depreciation and amortization expense for the current period (31 December 2023: TL 72,232,454 ) has been charged in "Cost of sales," TL 69,670,306 of depreciation and amortization expense for the current period has been charged in "general administrative expenses" (31 December 2023: TL 28,365,586 ).

Useful lives of intangible assets are as follows:

Developed software 10 Years Rights 3 - 15 Years Purchased software 3 Years

Useful Life

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

10. COMMITMENTS

Collaterals-Pledges-Mortgages("CPM")

The details of the CPMs given by the Group as of 31 December 2024 and 31 December 2023 is as follows:

CPMs given by the Group: 31 December 2024 31 December 2023
TL equivalent USD EUR TL TL equivalent USD EUR TL
A. Total amounts of CPM given on
behalf of its own legal entity
318,380,528 2,788,540 - 220,000,000 81,293,589 2,761,500 - -
-Collateral 318,380,528 2,788,540 - 220,000,000 81,293,589 2,761,500 - -
B. Total amounts of CPM given on
behalf of subsidiaries that are included
in full consolidation
- - - - - - - -
-Collateral - - - - - - - -
C. Total amounts of CPM given in order
to guarantee third parties debts for
routine trade operations
- - - - - - - -
-Collateral - - - - - - - -
D. Total amounts of other CPM given
i. Total amount of CPM given on behalf
of the Parent
- - - - - - - -
-Collateral - - - - - - - -
ii. Total amount of CPM given on behalf
of other group companies not covered in
B and C
- - - - - - - -
-Collateral - - - - - - - -
iii. Total amount of CPM given on
behalf of third parties not covered in C - - - - - - - -
-Collateral - - - - - - - -
TOTAL 318,380,528 2,788,540 - 220,000,000 81,293,589 2,761,500 - -

The ratio of other CPMs given by the Group to banks and customers to the Group's equity is 0% as of 31 December 2024 (31 December 2023: 0%).

11. FINANCIAL INSTRUMENTS

Financial Investments

The details of the Group's short term and long term financial investments as of 31 December 2024 and 31 December 2023 is as follows:

31 December 31 December
Short-Term 2024 2023
Financial investments measured at amortized cost 116,951,055 97,056,921
Exchange rate protected time deposit converted from FX - 145,902,431
Venture capital investment fund 13,513,061 3,914,103
130,464,116 246,873,455
31 December 31 December
Long-Term 2024 2023
Financial investments measured at amortized cost 17,629,883 -
17,629,883 -

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

11. FINANCIAL INSTRUMENTS (cont'd)

Financial Investments (cont'd)

Financial investments at fair value through profit or loss

As of 31 December 2024, the Group do not have any exchange rate protected time deposits. 31 December 2023 is as follows:

31 December 2023
Nominal Value Interest Accrual Fair Value
Exchange Rate Protected Time Deposit Converted from FX 130,391,500 15,510,931 145,902,431
130,391,500 15,510,931 145,902,431

The annual interest rates for Exchange rate protected time deposit converted from FX are 30%, 34%, 35% and 36% as of 31 December 2023.

Financial investments measured at amortized cost

31 December 31 December
Security Issuer 2024 2023
TC Hazine Müsteşarlığı 134,580,938 97,056,921
134,580,938 97,056,921

Financial investments measured at amortized cost have has an active market and market prices (according to dirty prices) are as follows:

31 December 31 December
Security Issuer 2024 2023
TC Hazine Müsteşarlığı 132,880,935 98,500,470
132,880,935 98,500,470

The coupon interest rates and call dates of the financial investments in US Dollars that are measured by their amortized costs and continues as of the reporting date are as follows.

Security Issuer ISIN Code Coupon Interest Rate (%) FX Rate Asset Value Call Date
TC Hazine Müsteşarlığı XS2351109116 5.13% US Dollar 17,629,878 22.06.2026
TC Hazine Müsteşarlığı XS2523929474 9.76% US Dollar 99,271,709 13.11.2025
TC Hazine Müsteşarlığı US91282CDZ14 1.5% US Dollar 17,679,351 15.02.2025
134,580,938
Security Issuer ISIN Code Coupon Interest Rate (%) FX Rate Asset Value Call Date
TC Hazine Müsteşarlığı US900123CW86 7.60% US Dollar 97,056,921
97,056,921
14.11.2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

11. FINANCIAL INSTRUMENTS (cont'd)

Financial investments measured at amortized cost (cont'd)

Financial Liabilities

31 December
2024
31 December
2023
The borrowings
a) Bank Borrowings 160,258,928 -
b) Lease Liabilities 30,683,912 -
190,942,840 -
The borrowings are repayable as follows:
31 December 31 December
2024 2023
To be paid within 1 year 160,258,928 -
160,258,928 -
a)
Bank Loans
Weighted Average 31 December 2024
Currency Type Effective Interest Rate Current Non-current
TL 26,93% 160,258,928 -

a) Lease Liabilities

As of December 31, 2024, the total lease liabilities in US Dollars amount to TL 30,683,912 with a weighted average interest rate of 5.47% (December 31, 2023: None)

160,258,928 -

Present value of minimum
Minimum lease payments lease payments
31 December
2024
31 December
2023
31 December
2024
31 December
2023
Amounts payable under
lease liabilities
32,281,016 - 30,683,912 -
Within one year 7,309,267 - 6,946,444 -
In the second to fifth years inclusive 24,971,749 - 23,737,468 -
Less : Future finance charges (1,597,104) - -
-
-
Present value of finance
lease obligations 30,683,912 - 30,683,912 -
Less: Amounts due to settlement within twelve
months (shown under current liabilities)
(6,946,444) -
23,737,468 -

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

11. FINANCIAL INSTRUMENTS (cont'd)

Financial Liabilities (cont'd)

Reconciliation of obligations arising from financing activities

The table below details changes in the Group's liabilities arising from financing activities, including both cash and non–cash changes. Liabilities arising from financing activities are those for which cash flows were, or future cash flows will be, classified in the Group's consolidated statement of cash flows as cash flows from financing activities.

Non-Cash Movements
1 January 2024 Cash Flows Fair Value
Adjustments
New Leases Exchange Rate
Movements
31 December
2024
Bank borrowings - 160,000,000 - - 258,928 160,258,928
Lease Liabilities - (2,963,063) - 32,273,150 1,373,825 30,683,912
- 157,036,937 - 32,273,150 1,632,753 190,942,840
Non-Cash Movements
1 January 2023 Cash Flows Fair Value
Adjustments
New Leases Exchange Rate
Movements
31 December
2023
Bank borrowings 23,372,875 (23,777,875) - - 405,000 -
Lease Liabilities 19,211,569 (28,379,908) - - 9,168,339 -
42,584,444 (52,157,783) - - 9,573,339 -

12. EMPLOYEE BENEFITS

Employee benefit obligations

The details of the Group's employee benefit obligations as of reporting date are as followss:

31 December 31 December
2024 2023
Employee benefit obligations
Social security deductions to be paid 14,592,214 15,007,535
Taxes and funds to be paid 5,987,067 7,169,409
Payables to personnel 695,234 262,442
21,274,515 22,439,386

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

12. EMPLOYEE BENEFITS (cont'd)

Short-term provision for employee benefits

31 December
2024
31 December
2023
Short-term provision for employee benefits
Provision for unused vacations 46,028,620 22,238,558
46,028,620 22,238,558
Movement of Provision for Unused Vacation 1 January-
31 December
2024
1 January
31 December
2023
As of 1 January
Provision made during the period / (reversed)
Payments during the period
22,238,558
20,282,362
(2,277,514)
9,453,636
7,048,120
(1,114,765)
Foreign currency translation difference
Provision at the end of the period
5,785,214
46,028,620
6,851,567
22,238,558

Long-term provision for employee benefits

Provision for Severance Payment

According to the Turkish Labor Law, the Group is required to make a severance payment to every employee who retires after 25 years of working life (58 for women and 60 for men), who is called for military service or who passes away, provided that the employee has completed one year of service.

The liability for severance payment is not legally subject to any funding. Provision for this payment is calculated by estimating the present value of the probable future liabilities of the Group arising from the retirement of its employees. TAS 19 ("Employee Benefits") provides for the development of an Group's liabilities using actuarial valuation methods within the scope of defined benefit plans. Accordingly, the following actuarial assumptions were made in the calculation of the total liability:

The principal assumption is that the maximum liability for each year of service will increase parallel with inflation. Thus, the discount rate applied represents the expected real rate after adjusting for the anticipated effects of future inflation. Consequently, in the accompanying financial statements as at 31 December 2024, the provision has been calculated by estimating the present value of the future probable obligation of the Group arising from the retirement of the employees.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

12. EMPLOYEE BENEFITS (cont'd)

Long-term provision for employee benefits (cont'd)

Provision for Severance Payment (cont'd)

  • 29% real discount rate (31 December 2023: 29.31%) calculated by using 23.50% annual inflation rate (31 December 2023: 24.82%) and 4.45% discount rate (31 December 2023: 3.60%).

  • Legal cap valid as of 1 January 2025 TL 46,655.43 has been used in calculations (1 January 2024: TL 35,058.58).

  • Estimated amount of retirement pay not paid due to voluntary leaves is also taken into consideration as 16.21% for employees with 0-15 years of service (2023: 19.07%), and 0% for those with 16 or more years of service.

Movement table of provision for severance payment is as follows:

1 January- 1 January
31 December 31 December
2024 2023
Provision at 1 January 10,570,669 6,180,536
Service cost 5,356,415 3,609,821
Interest cost 424,598 235,701
Termination benefits paid (3,689,069) (2,685,731)
Actuarial gain / (loss) (957,575) (595,327)
Foreign currency translation difference 2,253,719 3,825,669
Provision at the end of the period 13,958,757 10,570,669

The principal assumptions used in the calculation of retirement pay liability are discount rate and anticipated turnover rate.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

13. OTHER ASSETS AND LIABILITIES

31 December 31 December
Other current assets 2024 2023
VAT carried forward 24,295,990 28,827,799
Deposits and guarateees given 385,790 307,659
Other current assets 2,475,970 2,105,626
27,157,750 31,241,084
31
December
2024
31
December
2023
Other
non current assets
Deposits
and
guarateees given
2,087,430 1,801,471
Other
non current liabilities
11,219 -
2,098,649 1,801,471
31 December 31 December
2024 2023
Other
current liabilities
Advances
received
1,779,750 3,125,513
Other
current liabilities
1,646,849 359,294
3,426,599 3,484,807

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

14. SHAREHOLDER'S EQUITY

Capital

The capital structure as of 31 December 2024 is as follows:

31 December 31 December
Shareholders % 2024 % 2023
Pegasus Hava Taşımacılığı A.Ş. (*) 36.82% 110,446,803 36.82% 46,939,893
Fatma Nur Gökman (**) 23.19% 69,581,482 23.19% 29,572,131
Dilek Ovacık 4.71% 14,117,647 4.71% 6,000,000
Hakan Ünlü 4.34% 13,031,675 4.34% 5,538,462
Özkan
Dülger
4.34% 13,031,675 4.34% 5,538,462
Publicly Held (***) 26.60% 79,790,718 26.60% 33,911,052
Dilek Ovacık 0.08% 240,437 0.08% 102,186
Hakan Ünlü 0.07% 221,944 0.07% 94,326
Özkan Dülger 0.07% 221,944 0.07% 94,326
Diğer 26.37% 79,106,393 26.37% 33,620,214
Nominal Capital 100% 300,000,000 100% 127,500,000
Inflation Adjustment 117,442 117,442
Adjusted Capital 300,117,442 127,617,442

(*) Including 1,849,518 public shares.

(**) Including 1,165,195 public shares.

(***) Representing shares in circulation.

As of 31 December 2024, the Group's capital consists of 300,000,000 ordinary shares (31 December 2023: 127,500,000 ordinary shares). Nominal value of each share is TL 1 (31 December 2023: TL 1).

According to the resolution of the Company's Board of Directors dated August 1, 2024, and numbered 2024/17, it has been decided to increase the Company's issued capital from TL 127,500,000 to TL 300,000,000 within the registered capital ceiling of TRY 300,000,000. The increase of TRY 172,500,000 will be fully covered from the "Share Premiums" account. The Issuance Certificate for the shares with a nominal value of TL 172,500,000 and the amendment to Article 6 titled "Capital and Types of Shares" of the Company's Articles of Association were registered by the Istanbul Trade Registry Office on December 16, 2024, and published in the Turkish Trade Registry Gazette No. 11229.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

14. SHAREHOLDER'S EQUITY (cont'd)

Share premiums on capital stock

31 December
2024
31 December
2023
Share premiums on capital stock 90,539,827 263,039,827
90,539,827 263,039,827
Restricted profit reserves 31 December
2024
31 December
2023
Legal reserves 25,580,347 12,506,162
25,580,347 12,506,162

15. REVENUE AND COST OF SALES

Revenue From Customer Agreements

The Group derives its revenue from the transfer of services over time.

1 January-
31 December
2024
1 January
31 December
2023
Domestic Sales 445,702,237 176,818,437
Foreign Sales 745,130,596 467,984,222
Discounts and Other Adjustments (68,416,040) (35,751,335)
Revenue 1,122,416,793 609,051,324
Costs (580,872,198) (313,007,451)
Gross Profit 541,544,595 296,043,873

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

15. REVENUE AND COST OF SALES (cont'd)

Revenue

1 January-
31 December
2024
1 January
31 December
2023
Application use fee revenue 573,489,569 319,033,248
Application use and development revenue 219,246,462 119,140,658
Infrastructure revenue 155,791,111 59,718,554
Maintenance revenue 87,938,755 73,352,205
Implementation and Integration revenue 62,070,950 30,008,131
License revenue 13,144,005 6,386,675
Other 10,735,941 1,411,853
1,122,416,793 609,051,324

The Group disaggregates revenues into revenues from application use fee revenue, maintenance revenue, additional developments, infrastructure revenue, implementation and integration revenue, license revenue and other in accordance with TFRS 15 "Revenue from contracts with customers". Besides, the Group recognized over the period, "Implementation and integration revenue" of its disaggregated revenues. Installation revenues are recorded by spreading over the contract periods in line with the agreements made with the customers, and the revenues of the following years are accounted as deferred income.

Cost of Sales

1 January- 1 January
31 December 31 December
2024 2023
Personnel expenses (215,281,037) (134,280,730)
Software support expenses (182,209,497) (86,448,221)
Amortization expenses (Note: 8,9) (136,805,741) (72,232,454)
Travel and accommodation expenses (18,970,486) (12,454,174)
Conference, event and training expenses (15,302,726) (2,486,912)
Consultancy expenses (10,402,675) (3,782,067)
Rent expenses(*) (336,872) -
Representation expenses (163,715) (228,054)
Other (1,399,449) (1,094,839)
(580,872,198) (313,007,451)

(*) All the durations of lease agreements are less than a year, thus they are not within the scope of IFRS 16.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

16. GENERAL ADMINISTRATIVE EXPENSES AND MARKETING/ SALES EXPENSES

Marketing and Sales Expenses

1 January- 1 January
31 December 31 December
2024 2023
Personnel expenses (48,097,387) (25,536,368)
Sales premium expenses (27,033,613) (19,352,527)
Conference, event and training expenses (14,284,800) (1,814,457)
Advertising, marketing and sales expenses (12,603,358) (16,439,763)
Consultancy expenses (6,160,305) (4,214,593)
Rent expenses (*) (3,322,890) (1,709,965)
Travel and accomodation expenses (1,150,466) (3,259,892)
Other (3,095,508) (3,685,840)
(115,748,327) (76,013,405)

General Administrative Expenses

1 January- 1 January
31 December 31 December
2024 2023
Depreciation and amortization expenses (Note: 8, 9) (69,670,306) (28,365,586)
Personnel expenses (51,777,408) (25,729,529)
Rent expenses (*) (11,776,684) (3,914,986)
Consultancy expenses (11,425,093) (5,315,583)
Insurance expenses (7,610,139) (5,392,836)
Doubtful receivable allowance expense (5,765,697) (457,564)
Office expenses (5,279,278) (3,903,064)
Conference, event and training expenses (4,219,587) (4,978,454)
Software support expenses (3,271,979) (1,837,754)
Taxes and fees expenses (2,440,879) (3,068,861)
Travel and accomodation expenses (268,422) (194,355)
Representation expenses (193,056) (211,050)
Other (7,930,032) (6,554,647)
(181,628,560) (89,924,269)

(*) All the durations of lease agreements are less than a year, thus they are not within the scope of IFRS 16.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

17. OTHER OPERATING INCOME AND EXPENSES

For the period ending 31 December 2024 and 31 December 2023, detail of other operating income is as follows:

Other income from operating activities

1 January- 1 January
31 December 31 December
2024 2023
Government incentives (*) 21,330,237 14,836,726
Foreign exchange gain 16,651,689 41,733,876
Other 6,032,839 3,158,900
44,014,765 59,729,502

(*) These are the incentive incomes utilized within the scope of the E-Turquality (Stars of informatic).

Other expenses from operating activities

For the period ending 31 December 2024 and 31 December 2023 detail of other operating expenses is as follows:

1 January-
31 December
2024
1 January
31 December
2023
Foreign exchange loss
Other
(40,852,607)
(729,179)
(49,479,161)
(403,126)
(41,581,786) (49,882,287)
18. INCOME FROM
INVESTING ACTIVITIES
1 January-
31 December
2024
1 January
31 December
2023
Interest revenue 45,423,480 1,071,965

Fair value gain from financial investment 18,189,226 81,071,183

63,612,706 82,143,148

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

19. FINANCE INCOME AND EXPENSES

Finance Expenses

Finance Income

1 January-
31 December
2024
1 January
31 December
2023
(226,297)
(52,437,664)
(374,960)
(22,226) (7,908)
(31,844,692) (53,046,829)
(14,646,324)
(12,682,003)
(4,494,139)

1 January- 1 January-31 December 31 December 2024 2023 Foreign exchange gain 6,822,771 3,024,357 6,822,771 3,024,357

20. OTHER COMPREHENSIVE INCOME ANALYSIS

1 January- 1 January
31 December 31 December
2024 2023
Foreign currency translation fund 319,791,723 525,931,651
Actuarial loss/ (gain) on defined retirement benefit plans 957,575 595,327
Tax effect (54,202) (33,698)
320,695,096 526,493,280
Currency Translation Fund
1 January- 1 January
31 December 31 December
2024 2023
Balance at the beginning of the period 888,702,129 362,770,478
Balance during the period 319,791,723 525,931,651
Balance at the end of the period 1,208,493,852 888,702,129

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

21. TAX ASSETS AND LIABILITIES (INCLUDING DEFERRED TAX ASSETS AND LIABILITIES)

31 December 31 December
2024 2023
Current tax liability
Current corporate tax provision 20,636,859 24,944,871
Less: prepaid taxes and funds (11,195,533) (19,829,424)
9,441,326 5,115,447
1 January- 1 January
31 December 31 December
Tax expense comprises: 2024 2023
Deferred tax income / (expense) 12,326,051 5,340,020
Current tax expense (20,636,859) (45,245,748)
Total tax expense (8,310,808) (39,905,728)

Corporate Tax

The Group is subject to corporate tax in Türkiye.

The Group benefits from the " Law No. 4691 on Technology Development Zones", since it is operating at ITU Teknokent. According to Provisional Article 2 of the Law No. 4691 on Technology Development Zones"; the profits earned by the taxpayers operating in the region from the software and R & D activities exclusively in this zone have been exempted from the Corporate Tax until 31 December 2028, independent of the date on which the activity was initiated.

Also, salaries of R&D and support staff regarding their work in these zones is excepted from any tax until 31 December 2028.

However, even if the profits resulting from activities performed outside the region are obtained from software and R&D activities, they are not considered as exceptions.

In technology development zones, companies engaged in software and R & D activities and wishing to sell the products and services they have designed as a result of these activities on their own can benefit from this exception to revenues by segmenting the revenues according to transfer pricing regulations and excluding the part of their revenue corresponding to intangible assets such as licences, patents etc. The part of the income generated by the production and marketing organization is not considered to be excepted. However, revenue as a result of activities such as installation, revision, improvement, preparation of additional software is subject to exception. The Group is subject to corporation tax for the income as a result of hosting activities and the costs that they can associate during the submission of these services.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

21. TAX ASSETS AND LIABILITIES (INCLUDING DEFERRED TAX ASSETS AND LIABILITIES)

Corporate Tax (cont'd)

Provision is recorded in the accompanying financial statements for the estimated tax liabilities related to the Group's results for the current period. The corporate tax that will be accrued over the income of the Group is calculated on the tax base excluding revenue generated by activities in technology development zone revenue excepted from tax and other discounts (previous year losses and unused investment incentives, if any) and including non-deductible expenses.

In Türkiye, effective corporate tax rate is 25% (2023: 25%).

In Türkiye, the provisional tax is calculated and accrued on a quarterly basis. Since the Group's Shares started to be traded in İstanbul stock exchange for the first time in 2022, Article 32/6 of the Corporate Tax Law; The corporate tax rate is applied with a discount of 2 % to the corporate earnings of the 5 accounting periods, starting from the accounting period in which their shares are offered to the public for the first time, to those whose shares are offered to the public for the first time in the İstanbul stock exchange, Provisional tax rate to be calculated on corporate earnings over the period of taxation of corporate earnings in 2024 according to provisional tax periods is 23% (2023: 23%). Losses can be carried forward for a maximum period of 5 years to be deducted from the taxable profit to be incurred in future years. However, the losses can not be deducted retrospectively from the profits of the previous years.

There is no definitive and conciliatory procedure for tax assessment in Türkiye. Companies prepare their tax declarations between 1-25 April of the year following the close of the accounting period of the related year. These statements and the accounting records on which they are based may be reviewed and amended by the Tax Office within 5 years.

Withholding Income Tax

In addition to the corporate tax, withholding income tax shall be additionally calculated on dividends except those paid to taxpayer corporations or local branches of foreign companies in Türkiye. Withholding income tax was applied as 10% for all companies between 24 April 2003 - 22 July 2006. This rate has been applied to 15% since 22 July 2006 by the decree No. 2006/10731 by the Council of Ministers. Dividends that are not distributed and added to the capital are not subject to income tax withholding.

19.8% withholding tax is required on investment deductions based on investment incentive certificates obtained before 24 April 2003. After this date, no withholding tax is applied on investments not based on investment incentive certificates.

Deferred Taxes

The Group records deferred tax assets and liabilities for temporary timing differences arising from differences that are not covered by the exception to the technology development zone between the statutory and TFRS based financial statements. Such differences usually arise from the fact that certain income and expense items are included in different periods in the financial statements prepared in accordance with TFRS as the basis of the taxation, and the differences are stated below.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

21. TAX ASSETS AND LIABILITIES (INCLUDING DEFERRED TAX ASSETS AND LIABILITIES)

Deferred Taxes (cont'd)

The tax rate used in the calculation of deferred tax assets and liabilities is 23% over temporary timing differences that are expected to reverse in 2024, 23% over temporary timing differences that are expected to reverse after 2025.

In addition, as stated in important accounting policies, within the scope of the Technology Development Zones Law No. 4691, 30% of the taxable adjustments in the Group's deferred tax calculation are determined as exceptions.

31 December 31 December
Deferred tax assets / (liabilities) 2024 2023
Provision for doubtful receivables 435,954 59,847
Depreciation / amortization differences
of property, plant and equipment and other intangible assets 13,530,563 4,947,569
Income and expense accruals (232,482) (872,443)
Impact of inflation adjustment on taxable (statutory) (*) 5,908,175 2,576,779
Other 3,894,231 1,906,752
23,536,441 8,618,504

(*) As the functional currency of the Group is the US Dollar (according to TAS 21), the financial statements prepared according to TFRS are exempt from the inflation accounting practice introduced by General Communique No. 555 of the Tax Procedures Law, published on 30 December 2023. The taxable changes resulting from the practice in the statutory books are recorded as deferred tax assets in the financial statements prepared in accordance with TFRS.

The movements of deferred tax assets for the periods ending as of 31 December 2024 are given below:

1 January- 1 January
31 December 31 December
Movement of deferred tax asset / (liabilities): 2024 2023
Opening balance as of 1 January 8,618,504 1,292,501
Charged to statement of income 12,326,051 5,340,020
Charged to equity (54,202) (33,698)
Foreign currency translation difference 2,646,088 2,019,681
Closing balance at the end of the period 23,536,441 8,618,504

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

21. TAX ASSETS AND LIABILITIES (INCLUDING DEFERRED TAX ASSETS AND LIABILITIES)

Deferred Taxes (cont'd)

Reconciliaton of provision for taxes: 1 January-
31 December
2024
1 January
31 December
2023
Profit from operations before tax 285,191,472 172,074,090
23% 23%
Tax at the domestic income tax rate of 23% (2023: 23%) (65,594,039) (39,577,041)
Tax effects of:
- effect of adjustment not calculated deferred tax
- non-tax-deductible expenses
-
(306,374)
(16,841,731)
(8,156,612)
- research and development concessions and
other allowances
- Exchange difference and interest to be exempted
- Interest deduction on cash capital increase
- exchange differences arising on translating
34,121,764
3,800,339
2,447,699
17,219,803
51,460,001
10,964,687
2,032,439
(39,787,471)
Income tax expense recognised in profit (8,310,808) (39,905,728)

22. NATURE AND LEVEL OF RISKS DERIVING FROM FINANCIAL INSTRUMENTS

a) Capital risk management

The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximizing the return to stakeholders through the optimization of the debt and equity balance.

The Group, in order to maintain or reorganize capital structure, can issue new shares and sell assets to decrease borrowing. The Group monitors capital on the basis of the net debt / equity ratio. This ratio is found by dividing net debt to total capital.

As of 31 December 2024 and 31 December 2023, the group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings less cash and cash equivalents and short-term financial investments is as follows:

1 January- 1 January
31 December 31 December
2024 2023
Financial Liabilities (Note: 11) 190,942,840 -
Less: Cash and Cash equivalents and Financial Investments (449,817,475) (465,312,347)
Net Debt (258,874,635) (465,312,347)
Total Equity 2,094,766,399 1,497,190,639
Total Shareholder's Equity (Note: 14) 300,000,000 127,500,000
Total Debt/ Total Shareholder's Equity (0.86) (3.65)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

22. NATURE AND LEVEL OF RISKS DERIVING FROM FINANCIAL INSTRUMENTS

b) Financial Risk Factors

The main risks arising from the Group's financial instruments can be identified as credit risk. The Group management reviews and agrees policies for managing each of these risks. The Group also monitors the market price risk arising from all financial instruments.

b.1) Credit risk management

Credit Risks with Respect to Financial Instruments Receivables
Trade Receivables Other Receivables
31 December 2024 Related Party Other Related Party Other Cash at Banks
Maximum Credit Risk as of the Reporting Date (A+B+C+D) 41,536,363 296,590,738 - - 301,035,263
- Secured Portion of the Maximum Credit Risk - - - - -
A. Net Book Value of Due and Unimpaired Financial Assets 41,491,486 133,800,546 - - 301,035,263
B. Net Book Value of Overdue and Unimpaired Financial Assets 44,877 162,790,192 - - -
C. Net Book Value of Impaired Financial Assets - - - - -
- Overdue (Book Value) - 16,914,822 - - -
- Impairment (-) - (16,914,822) - - -
- Secured Portion of the Net Value - - - - -
- Due (Book Value) - - - - -
- Impairment (-) - - - - -
- Secured Portion of the Net Value -
-
- - - -
D. Off-Balance Sheet Items Posing Credit Risk - -
-
- - -
-
Credit Risks with Respect to Financial Instruments Receivables
Trade Receivables Other Receivables
31 December 2023 Related Party Other Related Party Other Cash at Banks
Maximum Credit Risk as of the Reporting Date (A+B+C+D) 22,104,526 162,273,367 - - 217,804,116
- Secured Portion of the Maximum Credit Risk - - - - -
A. Net Book Value of Due and Unimpaired Financial Assets 22,104,526 67,867,354 - - 217,804,116
B. Net Book Value of Overdue and Unimpaired Financial Assets - 94,406,013 - - -
C. Net Book Value of Impaired Financial Assets - - - - -
- Overdue (Book Value) - 9,510,393 - - -
- Impairment (-) - (9,510,393) - - -
- Secured Portion of the Net Value - - - - -
- Due (Book Value) - - - - -
- Impairment (-) - - - - -
- Secured Portion of the Net Value -
-
- - - -
D. Off-Balance Sheet Items Posing Credit Risk - -
-
- - -
-

Remarks Regarding the Credit Quality of Financial Assets

Credit risk is defined as the risk of financial loss to the Group because one of the parties to the financial instrument cannot fulfill its contractual obligation. Financial instruments that can cause significant credit risk concentration of the Group are mainly cash and cash equivalents and trade receivables. The maximum credit risk that the Group may be exposed to is the amounts reflected in the financial statements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

22. NATURE AND LEVEL OF RISKS DERIVING FROM FINANCIAL INSTRUMENTS (cont'd)

Remarks Regarding the Credit Quality of Financial Assets (cont'd)

The Group has cash and cash equivalents in various financial institutions. The Group manages and manages the reliability of the financial institutions in which the risk is related.

The Group controls credit risk primarily by credit ratings and credit limits to counterparties, thereby limiting the total risk from a single counterparty.

Provision for doubtful receivables for financial assets is determined based on previous experience.

Aging of overdue receivables is as follows:

Trade Receivables
31 December 2024 Related Party Other
Past due up to 30 days - 43,894,854
Past due 1 - 3 months 44,877 44,244,859
Past due 3 - 12 months - 37,456,642
Past due 1 - 5 year - 37,193,837
Total past due receivables 44,877 162,790,192
Trade Receivables
31 December 2023 Related Party Other
Past due up to 30 days - 17,750,451
Past due 1 - 3 months - 28,781,346
Past due 3 - 12 months - 32,573,130
Past due 1 - 5 year - 15,301,086
Total past due receivables - 94,406,013

b.2) Liquidity Risk Management

The main responsibility for liquidity risk management belongs to the board of directors. The Board has established an appropriate liquidity risk management framework for short, medium and long-term funding and liquidity requirements of the Group's management.

The funding risk of the current and future debt requirements is managed through obtaining perpetual accessiblity to sufficient number of high quality lenders. The Group management monitors Group's liqudity reserves according to cash flow forecasts.

The table below shows the maturity distribution of the Group's non-derivative financial liabilities. The following tables are prepared based on the Group's liabilities without discounting and taking the earliest due dates into consideration. Interests to be paid over these obligations are included in the table below.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

22. NATURE AND LEVEL OF RISKS DERIVING FROM FINANCIAL INSTRUMENTS (cont'd)

b.2) Liquidity Risk Management (cont'd)

Liquidity Risk Table:

Since the Group manages liquidity risk by considering expected maturity of liabilities, the distribution of cash flows arising from non-derivative financial liabilities according to the expected maturities of the Group is also given:

31 December 2024 Total Contracted Cash
Carrying value Outflows Less than 1 month 3 to 12 months 1 to 5 years
Lease liabilities (Note:11) 30,683,912 32,281,016 - 7,309,267 24,971,749
Trade payables (Note: 6) 92,386,616 92,386,616 92,386,616 - -
Bank borrowings (Note: 11) 160,258,928 160,258,928 - 160,258,928 -
283,329,456 284,926,560 92,386,616 167,568,195 24,971,749
31 December 2023 Carrying value Total Contracted Cash
Outflows
Less than 1 month 3 to 12 months 1 to 5 years
Trade payables (Note: 6) 70,993,281 70,993,281 70,993,281 - -
70,993,281 70,993,281 70,993,281 - -

b.3) Market Risk Management

The Group's activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates.

There is no change compared to the previous year in Group's exposure to the market risks and the methods that the Group's measurement and management of these market risks.

b.3.1) Foreign currency risk management

The Group has transactions such as revenues generated and expenses incurred, cash holdings and borrowings, which are denominated in Turkish Lira. These transactions in currencies other than USD expose the Group to foreign exchange risk. The risks associated with transactions denominated in currencies other than US Dollars are managed by maintaining a balanced allocation between the related income/expense or payable/receivable items and by taking into account the change in the real value of the foreign currency against the US Dollar. If deemed necessary, the Group Management has the option to change the base currencies of contracts or investment baskets or to enter into derivative instruments.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

22. NATURE AND LEVEL OF RISKS DERIVING FROM FINANCIAL INSTRUMENTS (cont'd)

b) Financial Risk Factors (cont'd)

b.3) Market Risk Management (cont'd)

b.3.1) Foreign currency risk management (cont'd)

Transactions denominated in foreign currencies result in foreign currency risk. The carrying amounts of the Group's foreign currency denominated monetary assets and monetary liabilities at the reporting period are as follows:

Total
31 December 2024 TL EURO TL Equivalent
Bank deposits 219,125,273 248,554 228,256,202
Financial investments 13,513,061 - 13,513,061
Trade receivables 57,579,640 992,892 94,054,719
Bank borrowings (160,000,000) - (160,000,000)
Trade and other payables (37,109,831) (69,515) (39,663,548)
Other 15,200,828 476,838 32,718,044
Net foreign currency position 108,308,971 1,648,769 168,878,478
Total
31 December 2023 TL EURO TL Equivalent
Bank deposits 14,578,201 426,948 28,485,562
Financial investments (*) 149,816,534 - 149,816,534
Trade receivables 24,798,252 587,484 43,934,897
Trade and other payables (15,603,253) (131,246) (19,878,447)
Other (15,303,362) 217,462 (8,219,777)
Net foreign currency position 158,286,372 1,100,648 194,138,769

(*) Financial invesments consist of 145,902,431 TL portion in USD and EURO indexed Exchange rate protected time deposit converted from FX account.

Foreign currency sensitivity analysis

The Group is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to TL and Euro.

The following table details the Group's sensitivity to a 10% appreciation and depreciation in TL and Euro against TL. 10% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management's assessment of the possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 10% change in foreign currency rates. The sensitivity analysis includes external loans as well as loans to foreign operations within the Group where the denomination of the loan is in a currency other than the currency of the lender or the borrower. A positive number below indicates an increase in profit/loss or equity.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

22. NATURE AND LEVEL OF RISKS DERIVING FROM FINANCIAL INSTRUMENTS (cont'd)

b) Financial Risk Factors (cont'd)

b.3) Market risk management (cont'd)

b.3.1) Foreign currency risk management (cont'd)

Foreign currency sensitivity analysis (cont'd)

31 December 2024
Income/Loss Equity
Foreign exchange
appreciation
Foreign exchange
depreciation
Foreign exchange
appreciation
Foreign exchange
depreciation
10% change in TL exchange rate accross USD
1 - TL Net asset/(liability) position 8,717,121 (7,132,190) - -
2- TL Hedge amount (-) - - - -
3- TL net efffect (1 +2) 8,717,121 (7,132,190) - -
10% change in EUR exchange rate accross USD
4 - EUR Net asset/(liability) position 5,007,883 (4,097,359) - -
5- EUR Hedge amount (-) - - - -
6- EUR net effect (4+5) 5,007,883 (4,097,359) - -
TOTAL (3 + 6) 13,725,004 (11,229,549) - -
Equity
Foreign exchange
depreciation
-
-
-
-
-
-
-

Information on interest rates of the Group in financial assets and financial liabilities is detailed in the liquidity risk management section of this note.

Interest rate sensitivity analysis

The details of the interest-bearing financial assets of the Group are as follows:

Interest Position Table
Fixed rate instruments 31 December 2024 31 December 2023
Financial Liabilities (Note: 11) 190,942,840 -
190,942,840 -

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

23. FINANCIAL INSTRUMENTS (FAIR VALUE DISCLOSURES AND EXPLANATION ON HEDGE ACCOUNTING)

Categories of financial instruments and fair values

31 December 2024 Financial assets
at amortized cost
Financial liabilities
at amortized cost
Carrying value Note
Financial assets
Cash and cash equivalents 301,723,476 - 301,723,476 3
Financial investments 148,093,999 - 148,093,999 11
Trade receivables (including related parties) 338,127,101 - 338,127,101 6
Financial liabilities
Bank loans - 160,258,928 160,258,928 11
Trade payables (including related parties) - 92,386,616 92,386,616 6
Lease liabilities - 30,683,912 30,683,912 11
Financial assets Financial liabilities
31 December 2023 at amortized cost at amortized cost Carrying value Note
Financial assets
Cash and cash equivalents 218,438,892 - 218,438,892 3
Financial investments 246,873,455 - 246,873,455 11
Trade receivables (including related parties)
Financial liabilities
184,377,893 - 184,377,893 6

24. EARNINGS PER SHARE

1 January- 1 January
31 December 31 December
Earnings per share 2024 2023
Weighted average number of ordinary shares outstanding
during the period (in full) 300,000,000 300,000,000
Net profit for the period attributable to the parent company's shareholders 276,880,664 132,168,362
Diluted earnings per share 0.9229 0.4406

Trade payables (including related parties) - 70,993,281 70,993,281 6

25. FEES FOR SERVICES RECEIVED FROM INDEPENDENT AUDIT FIRM

The fees related to the services received by the Group from the Independent Audit Firm (IAF) for the periods which is based on the POA's Board Decision published on the Official Gazette on 30 March 2021, and the preparation principles of which are based on the POA's letter dated 19 August 2021, are as follows:

31 December 2024 31 December 2023
Independent audit fee for the reporting period
Other assurance services
1,700,000
360,000
1,000,000
60,000
2,060,000 1,060,000

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2024

(All amounts are expressed in Turkish Lira (TL), unless otherwise is stated.)

26. EVENTS AFTER REPORTING PERIOD

Group decided to utilized a 180,000,000 TL rediscount credit with a 360-day maturity from Türk Eximbank within the framework of financial planning focused on the efficient use of resources.

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