Interim / Quarterly Report • Nov 10, 2025
Interim / Quarterly Report
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CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY- 30 SEPTEMBER 2025
(CONVENIENCE TRANSLATION INTO ENGLISH OF THE INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION ORIGINALLY ISSUED IN TURKISH)
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KONTROLMATİK TEKNOLOJİ ENERJİ VE MÜHENDİSLİK ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
| CONTENTS INDEX |
|
|---|---|
| CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION 1-2 |
|
| CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME | 3 |
| CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY 4 |
|
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 5 |
|
| NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 6-52 |
|
| NOTE 5 – CASH AND CASH EQUIVALENTS 28 | |
| NOTE 6 – FINANCIAL INVESTMENTS 28 | |
| NOTE 7 – BORROWINGS 29 | |
| NOTE 9 – TRADE RECEIVABLES AND PAYABLES 31 | |
| NOTE 10 – OTHER RECEIVABLES AND PAYABLES 32 | |
| NOTE 11 – DERIVATIVE INSTRUMENTS 32 | |
| NOTE 12 – INVENTORIES 32 | |
| NOTE 13 – CUSTOMER CONTRACTS 33 | |
| NOTE 14 – INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD 33 | |
| NOTE 15 – INVESTMENT PROPERTIES 34 | |
| NOTE 16 – PROPERTY, PLANT AND EQUIPMENT 34 | |
| NOTE 17 – INTANGIBLE ASSETS 36 | |
| NOTE 18 – GOVERNMENT GRANTS 36 | |
| NOTE 19 – PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS 37 | |
| NOTE 20 – EMPLOYEE BENEFITS 39 | |
| NOTE 21 – RETIREMENT BENEFIT PLANS 39 | |
| NOTE 22 – PREPAID EXPENSES AND DEFERRED INCOME 39 | |
| NOTE 23 – CURRENT INCOME TAX ASSETS 39 | |
| NOTE 24 – OTHER ASSETS AND LIABILITIES 40 | |
| NOTE 25 – EQUITY 40 | |
| NOTE 26 – REVENUE AND COST OF SALES 42 | |
| NOTE 27 – OPERATING EXPENSES 42 | |
| NOTE 28 – EXPENSES BY NATURE 42 | |
| NOTE 29 – OTHER OPERATING INCOME/(EXPENSES) 43 | |
| NOTE 30 – GAINS/(LOSSES) FROM INVESTMENT ACTIVITIES 44 | |
| NOTE 31 – FINANCIAL EXPENSES 44 | |
| NOTE 32 – FINANCIAL INCOME 44 | |
| NOTE 33 – NON-CURRENT ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS 44 | |
| NOTE 34 – INCOME TAXES 44 | |
| NOTE 35 – EARNINGS PER SHARE 46 | |
| NOTE 36 – RELATED PARTY DISCLOSURES 46 | |
| NOTE 37 – NATURE AND LEVEL OF RISKS DERIVED FROM FINANCIAL INSTRUMENTS 48 | |
| NOTE 38 – FINANCIAL INSTRUMENTS (FAIR VALUE DISCLOSURES AND HEDGE ACCOUNTING) 54 | |
| NOTE 39- NET MONETARY POSITION GAINS/(LOSSES) 55 | |
| NOTE 40 – EVENTS AFTER THE REPORTING PERIOD 55 | |
| NOTE 41 – THE OTHER MATTERS WHICH SUBSTANTIALLY AFFECT THE CONDENSED CONSOLIDATED | |
| FINANCIAL STATEMENTS OR ARE REQUIRED TO BE DESCRIBED IN TERMS OF MAKING THE | |
| CONDENSED CONSOLIDATED FINANCIAL STATEMENTS CLEAR, INTERPRETABLE |
AND |
| UNDERSTANDABLE 56 |
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(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
| Notes | Unreviewed current period 30.09.2025 |
Audited prior period 31.12.2024 |
|
|---|---|---|---|
| ASSETS | |||
| Current Assets | 17.532.778.526 | 16.577.143.604 | |
| Cash and Cash Equivalents | 5 | 459.742.793 | 2.869.742.515 |
| Financial Investments | 6 | 5.672.957 | 47.785.515 |
| Trade Receivables | 9 | 4.380.337.737 | 3.340.016.467 |
| Third parties | 9 | 4.355.465.913 | 3.303.731.201 |
| Related parties | 9,36 | 24.871.824 | 36.285.266 |
| Contract Assets | 13 | 4.098.446.658 | 2.929.746.992 |
| Contract assets in progress | 4.098.446.658 | 2.929.746.992 | |
| Other Receivables | 10 | 1.034.039.918 | 759.316.527 |
| Third parties | 10 | 951.919.607 | 738.041.723 |
| Related parties | 10,36 | 82.120.311 | 21.274.804 |
| Inventories | 12 | 3.832.033.172 | 3.426.520.264 |
| Prepaid Expenses | 22 | 3.017.680.754 | 2.653.283.806 |
| Third parties | 22 | 2.837.273.824 | 2.154.404.453 |
| Related parties | 22,36 | 180.406.930 | 498.879.353 |
| Current Income Tax Assets | 23 | 5.390.375 | 1.327.367 |
| Other Current Assets | 24 | 699.434.162 | 549.404.151 |
| Non-Current Assets | 17.549.360.409 | 15.371.086.262 | |
| Financial Investments | 6 | - | 430.258 |
| Other Receivables | 10 | 11.005.538 | 61.070.714 |
| Third parties | 10 | 11.005.538 | 61.070.714 |
| Investments Accounted for Using the Equity Method | 14 | 353.821.789 | 344.095.209 |
| Right of Use Assets | 8 | 159.677.636 | 176.806.202 |
| Investment Properties | 15 | 263.779.419 | 263.779.419 |
| Property, Plant and Equipment | 16 | 12.466.903.506 | 9.640.001.003 |
| Intangible Assets | 17 | 2.084.819.539 | 1.821.530.925 |
| Other intangible assets | 17 | 1.110.078.614 | 846.790.000 |
| Goodwill | 2,17 | 974.740.925 | 974.740.925 |
| Prepaid Expenses | 22 | 534.050.170 | 1.206.600.902 |
| Third parties | 22 | 534.050.170 | 1.206.600.902 |
| Deferred Tax Assets | 34 | 1.523.483.819 | 1.742.363.152 |
| Other Non-Current Assets | 24 | 151.818.993 | 114.408.478 |
| TOTAL ASSETS | 35.082.138.935 | 31.948.229.866 |
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(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
| Notes | Unreviewed current period 30.09.2025 |
Audited prior period 31.12.2024 |
|
|---|---|---|---|
| LIABILITIES | |||
| Current Liabilities | 16.312.934.850 | 12.357.636.264 | |
| Short-Term Borrowings | 7 | 3.508.464.545 | 2.141.162.412 |
| Lease Liabilities | 8 | 57.407.762 | 157.751.001 |
| Short-Term Portion of Long-Term Borrowings | 7 | 3.795.668.826 | 1.913.214.630 |
| Trade Payables | 9 | 5.183.661.009 | 5.686.403.219 |
| Third parties | 9 | 5.175.433.040 | 5.563.684.043 |
| Related parties | 9,36 | 8.227.969 | 122.719.176 |
| Employee Benefits | 20 | 223.958.731 | 204.400.428 |
| Other Payables | 10 | 715.480.744 | 492.977.177 |
| Third parties | 10 | 715.480.744 | 321.310.576 |
| Related parties | 10,36 | - | 171.666.601 |
| Contract Liabilities | 13 | 124.953.991 | 6.784.917 |
| Contract liabilities in progress | 124.953.991 | 6.784.917 | |
| Deferred Income | 22 | 2.623.902.615 | 1.615.449.577 |
| Third parties | 22 | 2.513.565.564 | 1.603.195.061 |
| Related parties | 22,36 | 110.337.051 | 12.254.516 |
| Current Income Tax Liabilities | 34 | - | 83.417.494 |
| Short-Term Provisions | 19 | 78.329.666 | 51.617.136 |
| Other short-term provisions | 19 | 35.270.984 | 10.183.859 |
| Provisions for employee benefits | 19 | 43.058.682 | 41.433.277 |
| Other Current Liabilities | 24 | 1.106.961 | 1.104.534 |
| Derivative Instruments | 11 | - | 3.353.739 |
| Non-Current Liabilities | 11.909.967.866 | 12.222.172.992 | |
| Long-Term Borrowings | 7 | 5.106.602.440 | 6.934.842.075 |
| Lease Liabilities | 8 | 65.351.633 | 74.475.958 |
| Other Payables | 10 | 5.570.162.548 | 3.563.857.689 |
| Third parties | 10 | 128.478.466 | 296.861.026 |
| Related parties | 10,36 | 5.441.684.082 | 3.266.996.663 |
| Long-Term Provisions | 19 | 47.412.344 | 73.200.873 |
| Provisions for employee benefits | 19 | 47.412.344 | 73.200.873 |
| Deferred Tax Liabilities | 34 | 1.105.460.868 | 1.518.055.860 |
| Other Non-Current Liabilities | 14.978.033 | 57.740.537 | |
| TOTAL LIABILITIES | 28.222.902.716 | 24.579.809.256 | |
| EQUITY | 6.859.236.219 | 7.368.420.610 | |
| Equity Holders of the Parent | 5.110.217.715 | 5.571.875.326 | |
| Paid-in share capital | 25 | 650.000.000 | 650.000.000 |
| Adjustment to share capital | 25 | 773.137.901 | 773.137.901 |
| Share premium | 25 | 1.686.373.759 | 1.686.373.759 |
| Other Comprehensive Income or Expenses not to be Reclassified to Profit or Loss | 25 | 448.393.358 | 427.320.249 |
| Other Comprehensive Income or Expenses to be Reclassified to Profit or Loss | 25 | 21.143.176 | 28.706.596 |
| Restricted Reserves | 25 | 89.322.809 | 82.983.765 |
| Retained Earnings | 25 | 1.894.221.638 | 1.579.783.581 |
| Profit for the Period | 25 | (452.374.926) | 343.569.475 |
| Non-Controlling Interests | 25 | 1.749.018.504 | 1.796.545.284 |
| TOTAL LIABILITIES AND EQUITY | 35.082.138.935 | 31.948.229.866 |
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(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
| Revenue | Notes 25 |
Unreviewed current period 01.01.2025 30.09.2025 9.123.688.427 |
Unreviewed current period 01.07.2025 30.09.2025 2.697.449.513 |
Unreviewed prior period 01.01.2024 30.09.2024 7.005.103.642 |
Unreviewed prior period 01.07.2024 30.09.2024 2.615.328.646 |
|---|---|---|---|---|---|
| Cost of Sales (-) | 25 | (7.824.054.821) | (2.474.308.800) | (5.324.579.627) | (1.970.621.096) |
| Gross Profit | 1.299.633.606 | 223.140.713 | 1.680.524.015 | 644.707.550 | |
| General Administrative Expenses (-) | 27 | (751.841.647) | (261.666.595) | (547.863.366) | (179.350.435) |
| Marketing, Sales and Distribution Expenses (-) | 27 | (301.785.628) | (93.736.297) | (265.463.919) | (87.917.006) |
| Research and Development Expenses (-) | 27 | (220.641.136) | (54.936.751) | (141.272.066) | (57.182.922) |
| Other Operating Income | 28 | 1.667.295.363 | 511.254.076 | 683.294.895 | 122.749.272 |
| Other Operating Expenses (-) | 28 | (1.036.879.812) | (295.273.888) | (525.566.870) | (203.952.967) |
| OPERATING PROFIT | 655.780.746 | 28.781.258 | 883.652.689 | 239.053.492 | |
| Gains from Investment Activities | 29 | 5.871.911 | 2.696.917 | 6.895.020 | 45.639 |
| Losses from Investment Activities (-) | 29 | (27.477.360) | (6.932.391) | (27.258.745) | (10.022.157) |
| Share of Profit/(Loss) of Investments Accounted for Using the Equity Method | 86.810.690 | 49.717.136 | 40.834.838 | 40.875.332 | |
| OPERATING PROFIT BEFORE FINANCIAL INCOME/(EXPENSE) | 720.985.987 | 74.262.920 | 904.123.802 | 269.952.306 | |
| 32 | 731.586.095 | 348.395.205 | 399.357.081 | 143.706.724 | |
| Financial Income Financial Expenses (-) |
31 | (3.545.876.369) | (627.776.245) | (1.528.061.676) | (596.481.791) |
| Net monetary position gains/(losses) | 39 | 1.407.360.399 | 304.447.889 | 1.020.285.102 | 392.615.478 |
| PROFIT BEFORE TAX FROM CONTINUING OPERATIONS | (685.943.888) | 99.329.769 | 795.704.309 | 209.792.717 | |
| Tax income/(expense) | 186.042.183 | (636.225.461) | 166.212.026 | (117.608.225) | |
| Current period tax expense (-) | 34 | (9.948.786) | (3.310.423) | (15.232.366) | (8.095.518) |
| Deferred income tax | 34 | 195.990.969 | (632.915.038) | 181.444.392 | (109.512.707) |
| PROFIT FOR THE PERIOD FROM CONTINUING OPERATIONS | (499.901.705) | (536.895.692) | 961.916.335 | 92.184.492 | |
| PROFIT FOR THE PERIOD FROM DISCONTINUED OPERATIONS | - | - | - | - | |
| PROFIT FOR THE PERIOD | (499.901.705) | (536.895.692) | 961.916.335 | 92.184.492 | |
| Attributable to | |||||
| Non-Controlling Interests Equity Holders of the Parent |
(47.526.779) (452.374.926) |
22.044.805 (558.940.497) |
(205.105.355) 1.167.021.690 |
6.777.787 85.406.705 |
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(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
| Notes | Unreviewed current period 01.01.2025 30.09.2025 |
Unreviewed current period 01.07.2025 30.09.2025 |
Unreviewed prior period 01.01.2024 30.09.2024 |
Unreviewed prior period 01.07.2024 30.09.2024 |
|
|---|---|---|---|---|---|
| PROFIT FOR THE PERIOD | (499.901.705) | (536.895.692) | 961.916.335 | 92.184.492 | |
| Items not to be reclassified to profit or loss | 25 | 28.097.395 | 4.168.682 | 2.953.236 | (2.594.723) |
| Property, plant and equipment revaluation surplus Gains/(losses) on remeasurements of defined benefit plans |
- 28.097.395 |
- 4.168.682 |
- 2.953.236 |
- (2.594.723) |
|
| Taxes relating to other comprehensive income not to be reclassified to profit or loss | (7.024.349) | (1.042.171) | (738.309) | 648.681 | |
| Property, plant and equipment revaluation surplus, tax effect Gains/(losses) on remeasurements of defined benefit plans, tax effect |
- (7.024.349) |
- (1.042.171) |
- (738.309) |
- 648.681 |
|
| Items to be reclassified to profit or loss | (7.563.420) | (78.098.441) | 46.983.521 | 2.282.799 | |
| Currency translation differences | (7.563.420) | (78.098.441) | 46.983.521 | 2.282.799 | |
| OTHER COMPREHENSIVE INCOME | 13.509.626 | (74.971.930) | 49.198.448 | 336.757 | |
| TOTAL COMPREHENSIVE INCOME | (486.392.079) | (611.867.622) | 1.011.114.783 | 92.521.249 | |
| Attributable to Non-Controlling Interests Equity Holders of the Parent |
(47.526.779) (438.865.300) |
22.044.805 (633.912.427) |
(205.105.355) 1.216.220.138 |
6.777.787 85.743.462 |
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(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
| Items not to be reclassified to profit or loss |
Items to be reclassified to profit or loss |
Retained earnings | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Unreviewed prior period | Notes | Paid-in share capital |
Adjustment to share capital |
Share premium |
Gains/(losses) on remeasurements of defined benefit plans |
Property, plant and equipment revaluation surplus |
Currency translation differences |
Restricted reserves |
Prior years' income |
Profit for the period |
Equity holders of the parent |
Non controlling interests |
Total equity |
| Balances at 1 January 2024 (Beginning of the period) | 25 | 200.000.000 640.105.399 1.667.046.416 | (10.025.860) | 419.960.846 | (43.259.404) | 72.322.650 | 1.176.031.472 | 780.514.149 4.902.695.668 1.776.870.945 6.679.566.613 | |||||
| Dividends paid | - | - | - | - | - | - | - | (42.193.977) | (42.193.977) | (42.193.977) | |||
| Transfers Capital increases |
- | - 450.000.000 133.032.502 |
- 19.327.343 |
- - |
- - |
- - |
2.213.110 - |
(333.235.029) | 778.301.039 (780.514.149) - |
- 269.124.816 |
- - |
- 269.124.816 |
|
| Total comprehensive income | - | - | - | 2.214.927 | - | 46.983.521 | - | - 1.167.021.690 1.216.220.138 (205.105.355) 1.011.114.783 | |||||
| - Profit for the period | - | - | - | - | - | - | - | - 1.167.021.690 1.167.021.690 (205.105.355) | 961.916.335 | ||||
| - Other comprehensive income | - | - | - | 2.214.927 | - | 46.983.521 | - | - | - | 49.198.448 | - | 49.198.448 | |
| Balances at 30 September 2024 (End of the period) | 25 | 650.000.000 773.137.901 1.686.373.759 | (7.810.933) | 419.960.846 | 3.724.117 | 74.535.760 | 1.578.903.505 1.167.021.690 6.345.846.645 1.571.765.590 7.917.612.235 | ||||||
| Unreviewed current period | |||||||||||||
| Balances at 1 January 2025 (Beginning of the period) | 25 | 650.000.000 773.137.901 1.686.373.759 | (27.898.977) | 455.219.289 | 28.706.596 | 82.983.765 | 1.579.783.581 | 343.569.475 5.571.875.389 1.796.545.283 7.368.420.672 | |||||
| Transfers | - | - | - | - | - | - | 6.339.044 | 337.230.431 (343.569.475) | - | - | - | ||
| Dividends paid | - | - | - | - | - | - | - | (22.792.374) | - | (22.792.374) | - | (22.792.374) | |
| Total comprehensive income | - | - | - | 21.073.046 | - | (7.563.420) | - | - (452.374.926) (438.865.300) | (47.526.779) (486.392.079) | ||||
| - Profit for the period | - | - | - | - | - | - | - | - (452.374.926) (452.374.926) | (47.526.779) (499.901.705) | ||||
| - Other comprehensive income | - | - | - | 21.073.046 | - | (7.563.420) | - | - | - | 13.509.626 | - | 13.509.626 | |
| Balances at 30 September 2025 (End of the period) | 25 | 650.000.000 773.137.901 1.686.373.759 | (6.825.931) | 455.219.289 | 21.143.176 | 89.322.809 | 1.894.221.638 (452.374.926) 5.110.217.715 1.749.018.504 6.859.236.219 |
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FOR THE INTERIM PERIODS ENDED 30 SEPTEMBER 2025 AND 2024 (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
| Notes | Unreviewed current period 01.01.2025 30.09.2025 |
Unreviewed prior period 01.01.2024 30.09.2024 |
|
|---|---|---|---|
| A) CASH FLOWS FROM OPERATING ACTIVITIES PROFIT FOR THE PERIOD Profit for the period from continuing operations |
1.422.475.286 (499.901.705) (499.901.705) |
822.824.491 961.916.335 961.916.335 |
|
| Adjustments to reconcile profit for the period to cash generated from operating activities |
1.883.093.766 | 2.427.267.773 | |
| Depreciation and amortisation Adjustments for impairment loss/(reversal of impairment loss) Adjustments for provisions Adjustments for interest income/expense Adjustments for undistributed profits of investments accounted for using the equity method Adjustments for tax income/expense Adjustments for unrealised currency translation differences Adjustments for gains/(losses) on disposal of non-current assets Adjustments for monetary gains/(losses) Changes in Working Capital Adjustments for gains/(losses) on Financial Investments Adjustments for gains/(losses) on Trade Receivables Adjustments for gains/(losses) on Other Receivables Related to Operations Adjustments for gains/(losses) on Contract Assets Changes in Derivative Liabilities Changes in Inventories Adjustments for gains/(losses) on Trade Payables Adjustments for gains/(losses) on Other Payables Related to Operations Changes in Prepaid Expenses Changes in Deferred Income Adjustments for gains/(losses) on payables due to employee benefits Adjustments for gains/(losses) on Contract Liabilities Adjustments for gains/(losses) on other changes in working capital Cash Flows from Operating Activities Income tax refund/paid Dividends paid Payments within provisions for employee benefits B) CASH FLOWS FROM INVESTING ACTIVITIES Cash outflows from acquisition of interests in subsidiaries Cash inflows from sale of property, plant and equipment and intangible assets Cash outflows for additional share acquisitions in subsidiaries Cash outflows from purchase of property, plant and equipment and intangible assets C) CASH FLOWS FROM FINANCING ACTIVITES Cash inflows from borrowings |
8,15,16,17 19 31,32 14 34 25 16,17 16,17 16-17 16,17 7 |
517.674.715 15.532.551 28.254.934 1.265.672.591 (86.810.690) (186.042.183) 1.066.501.595 1.072.759 (738.762.506) 152.841.300 42.542.816 (1.040.321.270) (224.658.215) (1.168.699.666) 3.353.739 (405.512.908) (502.742.210) 2.228.808.426 308.153.784 1.008.453.038 19.558.303 118.169.074 (234.263.611) 1.536.033.361 (74.292.185) (22.792.374) (16.473.516) (3.586.988.321) 605.880.603 (18.064.549) (4.174.804.375) 167.916.809 1.312.049.130 |
623.290.403 (26.789.473) 43.340.901 999.298.095 (40.834.838) (166.212.026) (40.509.731) (4.678.183) 1.040.362.625 (2.453.121.575) 22.101.263 254.740.853 (106.658.494) (895.815.466) (1.278.042) (1.081.103.052) 860.685.509 162.835.509 (1.612.523.200) 135.779.628 (6.561.186) 4.227.921 (189.552.818) 936.062.533 (55.482.996) (42.193.977) (15.561.069) (2.239.167.906) 5.776.073 21.017.123 (322.229.582) (1.943.731.520) 1.246.592.575 2.502.243.044 |
| Interest paid Interest received Inflation effect on cash and cash equivalents NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS |
(1.857.895.715) 713.763.394 (413.403.496) (2.409.999.722) |
(1.497.082.166) 241.431.697 (311.924.510) (481.675.350) |
|
| BEFORE EFFECT OF EXCHANGE RATE CHANGES D) EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS Net Increase/(Decrease) in Cash and Cash Equivalents E) CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD |
5 5 |
- (2.409.999.722) 2.869.742.515 459.742.793 |
- (481.675.350) 1.248.395.295 766.719.945 |
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2025 (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
Kontrolmatik Teknoloji Enerji ve Mühendislik Anonim Şirketi (the "Company" or "Kontrolmatik") was established in 2008 with the title of "Kontrolmatik Bina Yönetim Sistemleri Sanayi ve Dış Ticaret Limited Şirketi". The title of Kontrolmatik Bina Yönetim Sistemleri was changed to "Kontrolmatik Enerji Yönetim Sistemleri Sanayi ve Dış Ticaret Limited Şirketi" on 30 May 2012. Accordingly, the Company was changed its nature of business and the title of Kontrolmatik Enerji Yönetim Sistemleri was changed to "Kontrolmatik Enerji ve Mühendislik Anonim Şirketi" on 9 September 2014.
In addition, the Company was changed its nature of business and the title of Kontrolmatik Enerji ve Mühendislik Anonim Şirketi was changed to "Kontrolmatik Teknoloji Enerji ve Mühendislik Anonim Şirketi" on 24 February 2020.
Kontrolmatik's initial public offering was approved by the Capital Markets Board on 24 September 2020. The Group started to be quoted on Borsa Istanbul on 19 October 2020.
As of 30 September 2025, the public float ratio of Kontrolmatik is 69.97%.
For the purpose of the condensed consolidated financial statements and notes to the condensed consolidated financial statements, Kontrolmatik and its consolidated subsidiaries are hereinafter together referred to as the "Group". Kontrolmatik's nature of businesses are mainly as follows:
Kontrolmatik provides and establishes electronic, communication, computer and computer hardware and systems in order to meet the needs of all private and public legal person institutions and organizations. Kontrolmatik realises services with all kinds of software and hardware activities and to develop and integrate software, hardware and systems for all kinds of engineering solutions, creation of data processing systems, data transfer, data security, data analysis and data mining operations, production of information technology business intelligence solutions , establishment, purchase, sale, maintenance, service, warranty and repair services and produces all kinds of electronic information system tools and equipment. In addition, Kontrolmatik trades aforementioned products, services and devices and participating in domestic and international tenders, making commitments, being a partner in entities established or to be established for this purpose, acquiring, transferring or taking over these entities.
Kontrolmatik provides research and development activities both in its nature of business and in the production of other goods and services. In this context, Kontrolmatik provides engineering and consultancy services, conducts research and development activities in its nature of business, works on increasing the quality and efficiency in production and carries out studies that will help to solve the problems that may arise in its nature of business by carrying out educational activities, working in both technical and technological fields.
Kontrolmatik is responsible for all kinds of conventional and renewable energy production facilities, energy and electricity transmission and distribution facilities, oil refineries, natural gas terminals, mining facilities, all kinds of industrial facilities, underground and surface rail and transportation facilities in the public or private sector in Türkiye and abroad. Kontrolmatik carries out the electrical, electromechanical, mechanical, constructional and construction works of the highway transportation system, air and sea ports, land and railway tunnels, canals, bridges, hospitals, factories and shipyards on a turnkey or piece basis. Kontrolmatik ensuring the activities of designing projects, to make architectural design, to manage projects administratively, professionally and technically, to establish facilities, to provide engineering and consultancy services, to commission the facilities, to maintain, to design and design all kinds of electronic measurement, test, monitoring, protection, control systems of the facilities. manufacturing, installation and maintenance, ensuring the integration of systems with each other and making them ready for operation.
Kontrolmatik develops energy and industrial management systems software in Türkiye and abroad, installs these systems end-to-end turnkey, operates, provides maintenance and repair services, manufactures, trades, imports and exports software and systems.
Kontrolmatik develops new generation rechargeable flow batteries, fuel cells, thermal energy storage systems, innovative energy storage and transmission systems to store electrical and thermal energy. Kontrolmatik performs and provides domestic and foreign trade, service and maintenance of all products, systems, materials, mechanical and chemical components, electronic cards, software and systems resulting from research and development activities related to all kinds of electrical, electronic, mechanical, chemical products.
Kontrolmatik provides the acquisition, issuance, leasing, transfer and takeover of assets and all kinds of licenses related to power plants, refineries and all kinds of industrial facilities.
Kontrolmatik designs, manufactures, installs, maintains and operates turnkey mobile power plants, mobile energy and electricity distribution centers, mobile substations, mobile industrial facilities, mobile health centres, and conducts domestic and international trade.
Kontrolmatik manufactures, trades, imports and exports all kinds of electrical and electronic automation panels, distribution panels, medium voltage and weak current systems and panels.
Kontrolmatik performs tests of all kinds of electrical (high and low voltage), instruments, mechanical materials or systems in accordance with standards, manufactures, sells, rents or leases the test equipment.
Kontrolmatik enters into a subsidiary relationship with distribution companies and energy generation companies that have been or will be established without establishing a control.
{9}------------------------------------------------
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2025 (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
Kontrolmatik is headquartered and based in Istanbul and offers different projects and services to its domestic and international customers to use energy resources efficiently.
The Group obtained the ISO 9001:2000 - Quality Management Systems certificate on 10 November 2008.
The total end-of the interim reporting period and average number of personnel employed by Kontrolmatik is 1.358 (31 December 2024: 1.339).
The registered address of Kontrolmatik is as follows:
Huzur Mahallesi, Ahmet Bayman Cad. No:2 Sarıyer/İstanbul
As of 30 September 2025 and 31 December 2024, the principal shareholders and their respective shareholding rates in Kontrolmatik are as follows:
| 30.09.2025 | 31.12.2024 | |||
|---|---|---|---|---|
| Shareholders | Share (%) | Amount (TL) | Share (%) | Amount (TL) |
| Sami Aslanhan | 14.99 | 97.464.980 | 26.84 | 174.460.000 |
| Ömer Ünsalan | 15.04 | 97.757.106 | 26.92 | 174.980.000 |
| Other (Listed shares) | 69.97 | 454.777.914 | 46.24 | 300.560.000 |
| Total paid-in share capital | 100.00 | 650.000.000 | 100.00 | 650.000.000 |
As of 30 September 2025, the current paid-in share capital of the Group is amounting to TL 650.000.000.
On 28.12.2023, the Group's application to increase its issued share capital of TL 200.000.000 by TL 450.000.000 by a total of 225% to TL 650.000.000 within the registered capital ceiling of TL 750.000.000; 100% of TL 200.000.000 in cash (rights issue) and 125% of TL 250.000.000 by internal resources (bonus issue), in order to increase its issued capital of TL 200,000,000 by a total of 225% to TL 650.000.000. 000 to TL 650.000.000 by increasing the issued capital of TL 200.000.000 by a total of 225% to TL 450.000.000 and 125% to TL 650.000.000 by meeting TL 250.000.000 from internal resources (bonus issue) was approved by the Capital Markets Board at its meeting dated 11.07.2024 and approved in the CMB bulletin dated 11.07.2024 and numbered 2024/32. Article 6 of the Articles of Association of the Group titled Capital and Shares was registered and announced in the Turkish Trade Registry Gazette dated 01.10.2024 and numbered 11176. The Group's share capital consists of 650,000,000 outstanding shares each with a par value of TL 1 (31.12.2024: 650,000,000).
As of 30 September 2025 and 31 December 2024, the subsidiaries included in the scope of the consolidation, their effective interests, direct and indirect ownership interests are as follows:
| 30.09.2025 Subsidiaries |
Direct ownership interest held by Kontrolmatik (%) |
Effective ownership interest (%) |
Non-controlling interests (%) |
|---|---|---|---|
| Kontrolmatik Toshkent LLC (Kontr Taşkent) | 100.00 | 100.00 | - |
| Kontrolmatik Technologies Inc. (Kontrolmatik USA) | 100.00 | 100.00 | - |
| Llc Controlmaticrus | 100.00 | 100.00 | - |
| Kontrolmatik Libya Şubesi | 100.00 | 100.00 | - |
| Nextopia Enerji Üretim A.Ş.(Nextopia) | 100.00 | 100.00 | - |
| Prolectric Enerji Üretim A.Ş.(Prolectric) | 100.00 | 100.00 | - |
| Kontrolmatik Cameroun Sarl | 100.00 | 100.00 | - |
| Progresiva Enerji Yatırımları Ticaret A.Ş. (Progresiva) | 95.00 | 95.00 | 5.00 |
| Pomega Enerji Depolama Teknolojileri A.Ş. (Pomega) | 88.10 | 88.10 | 11.90 |
| Mcfly Robot Teknolojileri A.Ş. (Mcfly) | 75.00 | 75.00 | 25.00 |
| Enwair Enerji Teknolojileri Anonim Şirketi | 50.10 | 50.10 | 49.90 |
| Üç Yıldız Antimon Madencilik A.Ş. (Üç Yıldız) | 50.10 | 50.10 | 49.90 |
| Pomega Energy Storage Technologies Inc. (Pomega USA) | 50.00 | 50.00 | 50.00 |
| Emek Elektrik Endüstrisi A.Ş. | 19.42 | 19.42 | 80.58 |
| Joule Global Enerji Anonim Şirketi | 51.00 | 51.00 | 49.00 |
{10}------------------------------------------------
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2025 (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
| 31.12.2024 Subsidiaries |
Direct ownership interest held by Kontrolmatik (%) |
Effective ownership interest (%) |
Non-controlling interests (%) |
|---|---|---|---|
| Kontrolmatik Toshkent LLC(Kontr Taşkent) | 100.00 | 100.00 | - |
| Kontrolmatik Technologies Inc. (Kontrolmatik USA) | 100.00 | 100.00 | - |
| Llc Controlmaticrus | 100.00 | 100.00 | - |
| Kontrolmatik Libya Şubesi | 100.00 | 100.00 | - |
| Nextopia Enerji Üretim A.Ş.(Nextopia) | 100.00 | 100.00 | - |
| Prolectric Enerji Üretim A.Ş.(Prolectric) | 100.00 | 100.00 | - |
| Kontrolmatik Cameroun Sarl | 100.00 | 100.00 | - |
| Progresiva Enerji Yatırımları Ticaret A.Ş. (Progresiva) | 95.00 | 95.00 | 5.00 |
| Pomega Enerji Depolama Teknolojileri A.Ş. (Pomega) | 88.10 | 88.10 | 11.90 |
| Mcfly Robot Teknolojileri A.Ş. (Mcfly) | 75.00 | 75.00 | 25.00 |
| Joule Global Enerji Anonim Şirketi | 51.00 | 51.00 | 49.00 |
| Enwair Enerji Teknolojileri Anonim Şirketi | 50.10 | 50.10 | 49.90 |
| Üç Yıldız Antimon Madencilik A.Ş. (Üç Yıldız) | 50.10 | 50.10 | 49.90 |
| Pomega Energy Storage Technologies Inc. (Pomega USA) | 50.00 | 66.40 | 33.60 |
| Emek Elektrik Endüstrisi A.Ş. | 19.42 | 19.42 | 80.58 |
As of 30 September 2025, the summary financial information regarding subsidiaries of Kontrolmatik including their nature of businesses is as follows:
Pomega Enerji Depolama Teknolojileri A.Ş. (Pomega): Pomega Enerji was established on 8 December 2021. Pomega Enerji's business activities include ensuring operatings in the field of battery technologies, and engaged in operating electrochemical energy storage cell production facility, energy storage cell production, battery pack production, energy storage system design and turnkey solution activities using lithium ion and other advanced technologies.
Total end-of the interim reporting period, personnel employed by Pomega Enerji is 219 (31 December 2024: 285).
The subsidiary of the Group with 100% effective ownership interest, Pomega Enerji Depolama Teknolojileri Anonim Şirketi (Pomega) has increased its current share capital amounting to USD 210.000.000 following the relevant decisions are as follows:
After the registration of the aforementioned paid-in share capital increase on 9 December 2022, Kontrolmatik's effective ownership interest rate has increased to 89% following the capital increase in Pomega Enerji.
The subsidiary of the Group, Pomega Enerji ("Pomega") registered its share capital by increasing from TL 20.000.000 to TL 505.102.100 through a capital increase from emission premium. The amount of TL 427.200.000 due from Pomega was paid and accordingly, after capital increase was registered, the Group's ownership interest in Pomega has been increased to 88.10%. The current issued share capital of Pomega was increased from TL 505.102.100 to TL 1.800.000.000 on 13 September 2024. The share amount to be paid by Pomega is amounting to TL 1.140.817.996.
Progresiva Enerji Yatırımları Ticaret A.Ş. (Progresiva): Progresiva was established on 17 December 2021. Progresiva's business activities include ensuring the purpose of wholesale and retail sales activities and the establishment and operation of a separate electricity storage facility in Türkiye and abroad; establishing related facilities, operating and leasing the established facilities, and engaging in the trade of electrical energy. In addition, Progresiva is operating in wholesale, retail sales, import and export activities within the framework of the legislation related to trading electrical energy and/or capacity in accordance with the relevant legislation regarding the electricity market. Progresiva operates under the provisions of other legislation related to the electricity market, including the "Electricity Market Licensing Regulation".
Total end-of the interim reporting period, personnel employed by Progresiva is 2 (31 December 2024: 3).
Enwair Enerji Teknolojileri Anonim Şirketi (Enwair): The Group acquired the shares of Enwair constituting 50.1% ownership interest amounting to TL 6.164.718 on 1 July 2022. Enwair is a research and development company that develops anode and cathode materials for battery technologies. The team of Enwair consists of materials engineers and chemists who have master's and doctorate degrees in battery technologies. Enwair works on flexible silicon anodes, self-healing anodes, lithium-rich cathodes, and various polymer binder solutions. Enwair completed 1 "Kosgeb", 1 "Tubitak 1501" and 1 "Era-Net project of the European Union and Works on 1 "Tubitak 1501" and 1 " Era-Net Horizon project of the European Union. Furthermore, 1 PCT and 1 TR patents have been registered, and there exist 3 ongoing studies in the patent process.
Total end-of the interim reporting period, personnel employed by Enwair is 11 (31 December 2024: 11).
{11}------------------------------------------------
KONTROLMATİK TEKNOLOJİ ENERJİ VE MÜHENDİSLİK ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2025 (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
Prolectric Enerji Üretim A.Ş (Prolectric): Prolectric was established on 9 December 2022. Progresiva is the ultimate controlling party of Prolectric with 100% effective ownership interest as of 14 August 2023 and its business activities include operating in the development of solar and wind power plant projects.
Prolectric has no personnel employed at the end of the interim and annual reporting periods.
Nextopia Enerji Üretim A.Ş.(Nextopia): Nextopia was established on 1 December 2022. Progresiva is the ultimate controlling party of Nextopia with 100% effective ownership interest on 2 August 2023 and Nextopia's business activities include operating in the development of solar and wind power plant projects.
Nextopia has no personnel employed at the end of the interim and annual reporting periods.
Mcfly Robot Teknolojiileri A.Ş. (Mcfly): Mcfly was established on 17 October 2022. The Group has a 75% effective ownership interest in Mcfly and the current issued share capital of Mcfly amounts to TL 10.000.000. Mcfly's business activities include operating in the production and integration of all kinds of robots, robot grippers, robot end elements.
Total end-of the interim reporting period, personnel employed by Mcfly is 89 (31 December 2024: 84).
Fc Kontrolmatik Toshkent Llc(Kontr. Taşkent): Fc Kontrolmatik Toshkent was established in Uzbekistan in 2021. Kontrolmatik is the ultimate controlling party of Fc Kontrolmatik Toshkent with 100% effective ownership interest. Fc Kontrolmatik Toshkent's business activities include providing engineering activities and services of all kinds of electrical and mechanical systems, equipment and automation systems for industrial facilities, mining facilities, oil and gas facilities, transportation systems, smart buildings, power plants, gas-insulated transformer centers required for electricity transmission and distribution, open switchgear substations. In addition, Fc Kontrolmatik Toshkent provides project design, technological designs, research and development activities, installation and relevant services.
Llc Controlmaticrus: The Company was established in 2021 in Russia. Kontrolmatik is the ultimate controlling party of the company with 100% effective ownership interest. The Company's business activities include ensuring business development activities in the Russian Federation. Controlmaticrus ceased its operations as of 28 August 2024.
Kontrolmatik Libya branch: The branch was established in 2021 in Libya.
Kontrolmatik Technologies Inc: The Company was established as a 100% subsidiary in the United States of America on 8 March 2022 in order to ensure operations related to the nature of business of 'Kontrolmatik'.
Pomega Energy Storage Technologıes Inc.: Pomega Energy was established in February 2023 in the United States. Pomega Energy's business activities include ensuring the establishment of a 3GWh/Year capacity battery cell, battery pack and energy storage systems production facility in the United States. Pomega Energy has a current share capital amounting to USD 40.000.000. Kontrolmatik Teknoloji, Pomega Enerji and Kontrolmatik Technologies Inc. have 50%, 10% and 7.5% effective ownership interest, respectively in Pomega Energy.
Üç Yıldız Antimon Madencilik A.Ş. ("Üç Yıldız"): The Group acquired Üç Yıldız Antimon Madencilik İthalat İhracat Sanayi ve Ticaret Anonim Şirketi with 50.1% effective ownership interest according to the horizontal and vertical integration investment strategy implemented by the Group on 1 August 2023. Üç Yıldız Antimon Madencilik's business activities include ensuring the production of Antimony, Lead, Zinc and Copper and mine ore production used in various industrial production, mainly energy storage. The acquired Üç Yıldız Antimon Madencilik owns 783 hectares of antimony field and flotation facility located in Gediz, Kütahya. The relevant facility has an annual antimony ore processing capacity of 75,000 tons with its 250 tons/hour Antimony Flotation production line. In addition, Üç Yıldız Antimon Madencilik has its smelting facility with an annual production capacity of 1,500 tons of antimony trioxide and 1,000 tons of antimony metal annually. Furthermore, Üç Yıldız Antimon Madencilik is in the process of establishing a lead-zinc-copper flotation facility with an annual operating capacity of 200,000 tons of lead-zinc-copper with a daily capacity of 500 tons/hour.
Total end-of the interim reporting period, personnel employed by Üç Yıldız is 38 (31 December 2024: 17).
Kontrolmatik Cameroun Sarl: The Company was established in 2021. Kontrolmatik is the ultimate controlling party of the company with 100% effective ownership interest. The Company's business activities include ensuring energy generation, distribution, transmission, consultancy and electromechanical works, instrumentation, assembly, system engineering and commissioning, construction of all kinds of power plants and industrial facilities, IoT and IT systems.
Emek Elektrik Endüstrisi A.Ş: The Group announced that it has signed a contract with Özar Elektrik İnşaat to acquire the shares of Emek Elektrik Endüstrisi ("Emek Elektrik") constituting 12.87% effective ownership interest in exchange for 385,000 "KONTR" shares according to the horizontal and vertical integration investment strategy implemented by the Group on 27 July 2023. The effective ownership interest of Kontrolmatik has been changed to 19.42% at the end of 31 December 2023.
Emek Elektrik's business activities include ensuring production of medium, high and very high voltage silicone composite insulators in transformer centers, bushing capacitors, surge arresters, brackets, hangers and bushing types.
{12}------------------------------------------------
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2025 (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
In addition, Emek Elektrik manufactures LV, MV, HV and very high voltage measurement and protection current and voltage transformers, capacitive voltage divider and coupling capacitors, power capacitors, voltage breakers and separators, switchgear equipment, gas insulated transformers for the necessities in the sectors of industrial facilities and electricity generation, transmission and distribution.
Total end-of the interim reporting period, personnel employed by Emek Elektrik is 204 (31 December 2024: 197).
Kontrolmatik Teknoloji Enerji ve Müh. A.Ş. ve Joule Global Enerji A.Ş. Joint Venture: Kontrolmatik and Joule joint venture was established to ensure the installation of Gas Turbine, Generator and Auxiliary Systems in the 870 MW Combined Cycle Power Plant tendered by the Spanish Cobra-Sener Seraing Joint Venture.
The condensed consolidated financial statements of the Group have been prepared in accordance with Turkish Financial Reporting Standards ("TFRS") promulgated by the Public Oversight Accounting and Auditing Standards Authority ("POA") that are set out in the 5th article of the communiqué numbered II-14.1 "Communiqué on the Principles of Financial Reporting In Capital Markets" ("the Communiqué") announced by the Capital Markets Board ("CMB") on 13 June 2013 and published in Official Gazette numbered 28676. The accompanying condensed consolidated financial statements as at and for the interim period ended 30 September 2025 have been prepared following Turkish Financial Reporting Standards ("TFRS/TAS") with additions and interpretations as issued by POA.
The accompanying condensed consolidated financial statements are presented in accordance with the "Announcement regarding TAS Taxonomy" issued by POA and "Illustrative Examples of Financial Statements and User Guide" issued by CMB including the format and mandatory information.
The operating results of the subsidiaries are included or excluded on the effective dates of the relevant transactions in accordance with the acquisition or disposal.
Consolidated statement of financial position and consolidated statement of profit or loss and other comprehensive income are prepared by the following principles:
Entities that have control over the Group are subsidiaries of the Group. The Group controls the entity if it is exposed to variable interest due to its relationship with the entity or if it has the right to influence the entity at the same time. Subsidiaries are consolidated from the date on which the control is transferred to the Group and are no longer consolidated from the date that the control ceases.
The statement of financial position and statement of profit or loss and other comprehensive income of the Subsidiaries are consolidated on a line-by-line basis and the carrying value of the investment held by Kontrolmatik and its Subsidiaries is eliminated against the related equity. Intercompany transactions and balances between Kontrolmatik and its Subsidiaries are eliminated during the consolidation. The nominal amount of the shares held by Kontrolmatik in its Subsidiaries and the associated dividends are eliminated from equity and income for the period, respectively.
Non-controlling shares in the net assets, other comprehensive income and expense items, condensed consolidated statement of other comprehensive income and changes in equity and operating results of the subsidiaries are separately classified in the condensed consolidated financial statements as "non-controlling interests".
If the Group loses control of a subsidiary, it recognizes any investment retained in the former subsidiary at its fair value when control is lost and any difference between the fair value and net book value of investment is accounted for as gain or loss. That fair value shall be regarded as the fair value on initial recognition of a financial asset, when appropriate, the cost on initial recognition of an investment in an associate or joint venture. Additionally, assets and liabilities that were previously recognized as other comprehensive income attributable to that subsidiary are accounted for as if those were disposed the Group. This may result in the fact that these amounts previously recognized as other comprehensive income may be classified to profit or loss. The fair value is the initial acquisition amount for the purpose of subsequent accounting of the interests in associates, joint ventures and financial assets.
Associates are companies in which the Group has voting power between 20% and 50% or the Group has the power to participate in the financial and operating policy decisions but not control them. Unrealised gains or losses arising from transactions between the Group and its associates are eliminated to the extent of the Group's interest in the associates.
{13}------------------------------------------------
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2025 (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
Associates are accounted for using the equity method. Under the equity method, on initial recognition, the investment in an associate is recognised at cost, and the carrying amount is increased or decreased to recognise the investor's share of the profit or loss of the investee after the date of acquisition. On acquisition, any difference between the cost of the investment and the entity's share of the net fair value of the investee's identifiable assets and liabilities in case of goodwill is included in the carrying amount of the investment and any excess of the entity's share of the net fair value of the investee's identifiable assets and liabilities over the cost of the investment is included as income in the determination of the entity's share of the associate's profit or loss in the period in which the investment is acquired.
As of 30 September 2025 and 31 December 2024, the associates and joint ventures accounted for using the equity method and their effective interests are as follows:
| 30.09.2025 Effective ownership interest held by |
31.12.2024 Effective ownership interest held by |
|
|---|---|---|
| Associates and joint ventures | Kontrolmatik (%) | Kontrolmatik (%) |
| Kontrolmatik Enerji ve Müh. A.Ş. ve Skysens Tek. | ||
| A.Ş. İş Ort. (IOT) | - | 50.00 |
| Kontrolmatik Enerji ve Müh. A.Ş. ve Skysens Tek. | ||
| A.Ş. İş Ort. (SAY) | - | 50.00 |
| Plan S Uydu ve Uzay Teknolojileri A.Ş. (Plan S) | 25.00 | 25.00 |
| Kontrolmatik Tek.Ene. ve Müh. A.Ş. Ve Siterm Isı | ||
| San. A.Ş. İş Ort (Siterm) | 50.00 | 50.00 |
| Signum Teknoloji Tanıtım ve Eğitim A.Ş. | 49.00 | 49.00 |
Plan S Uydu ve Uzay Teknolojileri A.Ş.: Plan S was established on 6 July 2021. Plan S's business activities include ensuring the manufacturing of spacecraft, spacecraft launch vehicles and mechanisms, satellites, space rockets, orbital stations and space shuttles.
Kontrolmatik Enerji ve Müh. A.Ş. ve Skysens Tek. A.Ş. Joint venture (IOT): Kontrolmatik and Skysens (IOT) joint venture was established on 4 September 2018. Kontrolmatik and Skysens joint venture's ("IOT") business activities include carrying out the "Wireless Meter Reading System" and "IOT Infrastructure" with the contract signed with İGA Airports Construction Partnership.
Kontrolmatik Enerji ve Müh. A.Ş. ve Skysens Tek. A.Ş. Joint venture (SAY): Kontrolmatik and Skysens ("SAY") joint venture was established on 10 October 2018. Kontrolmatik and Skysens joint venture's ("SAY") business activities include ensuring the service of reading the information in the meters, storing the data and transferring the relevant data to the relevant units of İGA within the scope of the "Wireless Meter Reading System", with the contract signed with İGA Airports Construction Partnership.
Kontrolmatik Teknoloji Enerji ve Müh. A.Ş. ve Siterm Isı Sanayi A.Ş. Joint venture: Kontrolmatik Teknoloji and Siterm joint venture was established to ensure the production service of 100 t/h Capacity High-Pressure Water Tube Steam Boiler, which was tendered by "Eti Maden Operations General Directorate".
Signum Teknoloji Tanıtım ve Eğitim A.Ş. : Signum Teknoloji's business activities include ensuring data processing (big data), digital twin, internet of things (IoT), embedded business intelligence, used in the management and operational processes of campuses such as facilities, campuses, health institutions, public buildings, ports, airports, logistics centers in all sectors (embedded bi), ontology, building information systems (bim, cobie, ifc) models using its own software platform and facility management system (facility management system) software and Signum Teknoloji has strategic business partnership vision to expand its use in industrial facilities. Kontrolmatik acquired the shares of Signum Teknoloji with the expectation that the integration capability with the IoT devices in all these facilities would increase both in domestic and abroad, primarily in the foreign market, and in sales revenues.
The current period consolidated financial statements of the Group include comparative financial information to enable the determination of the trends in financial position and performance. Comparative figures are reclassified, where necessary, to conform to the changes in the presentation of the current period consolidated financial statements.
If the Group retrospectively applies an accounting policy or retrospectively restates an entity's financial statements or reclassifies items in its financial statements; the notes related to the 3-period table are presented for each of the following three tables of the consolidated statement of financial position (balance sheet), and the 2-period table are presented for each other statements (statement of profit or loss and other comprehensive income, consolidated statement of cash flows, consolidated statement of changes in equity).
The Group realises its statement of financial position as of the following periods:
{14}------------------------------------------------
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2025 (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
The condensed consolidated financial statements are presented in TL, which is Kontrolmatik's functional and presentation currency. As of 30 September 2025, the accompanying condensed consolidated financial statements, including the condensed consolidated financial statements and prior period financial information for ensuring comparability, are presented in Turkish Lira ("TL").
The functional currency of "Kontrolmatik Taşkent" is Uzbekistani Sum ("UZS"). Regarding the translation of the financial statements of Kontrolmatik Taşkent into functional and presentation currency, current and non-current assets and liabilities are translated using the exchange rate as of the balance sheet date, share capital at historical cost and the items of the statement of profit or loss are translated using the average exchange rate. Differences arising from relevant translations are recognised under "currency translation differences". As of 30 September 2025, TL 0.0034 is considered as the exchange rate as of the balance sheet date and TL 0.0030 is considered as the average exchange rate for the interim period ended 30 September 2025.
The functional currency of "Kontrolmatik Cameroun Sarl" is Central African Franc ("CFA"). Regarding the translation of the financial statements of Kontrolmatik Cameroun Sarl into functional and presentation currency, current and non-current assets and liabilities are translated using the exchange rate as of the balance sheet date, share capital at historical cost and the items of the statement of profit or loss are translated using the average exchange rate. Differences arising from relevant translations are recognised under "currency translation differences". As of 30 September 2025, TL 0.07448 is considered as the exchange rate as of the balance sheet date and TL 0. 07448 is considered as the average exchange rate for the interim period ended 30 September 2025.
The functional currency of "Kontrolmatik Technologies Inc." is US Dollars ("USD"). Regarding the translation of the financial statements of Kontrolmatik Technologies Inc. into functional and presentation currency, current and non-current assets and liabilities are translated using the exchange rate as of the balance sheet date, share capital at historical cost and the items of the statement of profit or loss are translated using the average exchange rate. Differences arising from relevant translations are recognised under "currency translation differences". As of 30 September 2025, TL 41.4984 is considered as the exchange rate as of the balance sheet date and TL 38.5423 is considered as the average exchange rate for the imterim period ended 30 September 2025.
The functional currency of "Pomega Energy Storage Technologies Inc." is US Dollars ("USD"). Regarding the translation of the financial statements of Pomega Energy Storage Technologies Inc. into functional and presentation currency, current and non-current assets and liabilities are translated using the exchange rate as of the balance sheet date, share capital at historical cost and the items of the statement of profit or loss are translated using the average exchange rate. Differences arising from relevant translations are recognised under "currency translation differences". As of 30 September 2025, TL 41.4984 is considered as the exchange rate as of the balance sheet date and TL 38.5423 is considered as the average exchange rate for the interim period ended 30 September 2025.
The functional currency of "Kontrolmatik Libya branch" is US Dollars ("USD"). Regarding the translation of the financial statements of the Kontrolmatik Libya branch into functional and presentation currency, current and non-current assets and liabilities are translated using the exchange rate as of the balance sheet date, share capital at historical cost and the items of the statement of profit or loss are translated using the average exchange rate. Differences arising from relevant translations are recognised under "currency translation differences". As of 30 September 2025, TL 41.4984 is considered as the exchange rate as of the balance sheet date and TL 38.5423 is considered as the average exchange rate for the interim period ended 30 September 2025.
As of 30 September 2025 and 31 December 2024, spot exchange buying and selling rates published by the Central Bank of Türkiye (the "CBRT") are as follows:
| Foreign exchange rate -buying (TL/Foreign currency) | |||
|---|---|---|---|
| Currency | 30.09.2025 | 31.12.2024 | |
| USD | 41.4984 | 35.2233 | |
| EUR | 48.6479 | 36.7429 | |
| UZS | 0.0034 | 0.0027 |
Foreign exchange rate -buying (TL/Foreign currency) Currency 30.09.2025 31.12.2024 USD 41.5732 35.2868 EUR 48.7355 36.8091
As of 30 September 2025, the Group has prepared its condensed consolidated financial statements with the assumption of the Group's ability to continue its operations in the foreseeable future as a going concern basis of accounting.
Financial assets, financial liabilities and income expenses are not offset unless the standard or interpretations require or allow for offsetting. Financial assets and liabilities are offset and the net amount is reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.
{15}------------------------------------------------
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2025 (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
Offsetting does not pertain to indicating assets after deducting regulatory accounts, such as inventory impairment provisions and provision for doubtful receivables.
Under TAS 24 "Related Party Disclosures", a related party is a person or an entity that is related to the reporting entity: A person or a close member of that person's family is related to a reporting entity if that person has control, joint control, or significant influence over the entity or is a member of its key management personnel including shareholders and Group management. A related party transaction is a transfer of resources, services, or obligations between related parties, regardless of whether a price is charged.
For the purpose of these condensed consolidated financial statements, shareholders, parents of Kontrolmatik Anonim Şirketi, key management personnel and Board of Directors members, their close family members and the legal entities over which these related parties exercise control and significant influence, are considered and expressed as "related parties". Key management personnel are those persons having authority and responsibility for planning, directing, and controlling the activities of the entity, directly or indirectly, including any directors (whether executive or otherwise) of the entity (Note 36).
The detailed analysis of related parties including balances and transactions has been disclosed under Note 36.
Financial reporting in hyperinflationary economies
In accordance with the announcement realised by the Public Oversight Accounting and Auditing Standards Authority (POA) on 23 November 2023, entities applying TFRSs have started to apply inflation accounting in accordance with TAS 29 Financial Reporting in Hyperinflationary Economies for the annual reporting period beginning on or after 31 December 2023. TAS 29 is applied to the financial statements, including the consolidated financial statements, of entities whose functional currency is the currency of a hyperinflationary economy.
In accordance with the standard, financial statements prepared in the currency of a hyperinflationary economy are stated in terms of the purchasing power of that currency at the balance sheet date. For comparative purposes, comparative information in the prior period financial statements is expressed in terms of the measuring unit current at the end of the reporting period. Therefore, the Group has also presented its condensed consolidated financial statements as at and for the year ended 31 December 2024 and as at for the period ended 30 September 2024 in terms of the purchasing power on 30 September 2025.
In accordance with the CMB's resolution No: 81/1820 on 28 December 2023, issuers and capital market institutions subject to financial reporting regulations applying Turkish Accounting/Financial Reporting Standards are required to apply inflation accounting by applying the provisions of TAS 29 beginning with the annual financial statements for the accounting periods ending on 31 December 2023.
In accordance with the CMB's decision dated 28 December 2023 and numbered 81/1820, issuers and capital market institutions subject to financial reporting regulations applying Turkish Accounting/Financial Reporting Standards shall apply inflation accounting by applying the provisions of TAS 29 starting from their annual financial reports for the accounting periods ending on 31 December 2023.
The restatement in accordance with TAS 29 has been made by using the adjustment factor derived from the Consumer Price Index ("CPI") in Türkiye published by the Turkish Statistical Institute ("TURKSTAT"). As of 30 September 2025, the indices and adjustment factors used in the restatement of the financial statements are as follows:
| Adjustment coefficient | Three-year cumulative inflation | ||
|---|---|---|---|
| Date | Index | rates | |
| 30 September 2025 | 3.367,22 | 1.00000 | 222% |
| 31 December 2024 | 2.684,55 | 1.25430 | 291% |
| 30 September 2024 | 2.526,16 | 1.33294 | 343% |
The main components of the Group's restatement for financial reporting purposes in hyperinflationary economies are as follows:
The condensed consolidated financial statements for the current period presented in TL are expressed in terms of the purchasing power of TL at the balance sheet date and the amounts for the previous reporting periods are restated in accordance with the purchasing power of TL at the end of the reporting period.
Monetary assets and liabilities are not restated as they are currently expressed in terms of the purchasing power at the balance sheet date. Where the inflation-adjusted carrying amounts of non-monetary items exceed their recoverable amounts or net realisable values, the provisions of TAS 36 Impairment of Assets and TAS 2 Inventories are applied, respectively.
Non-monetary assets, liabilities and equity items that are not expressed in the current purchasing power at the statement of financial position date are restated by using the relevant adjustment factors.
{16}------------------------------------------------
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2025 (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
All items in the statement of comprehensive income, except for the non-monetary items in the statement of financial position that have an effect on the statement of comprehensive income, are restated by applying the coefficients calculated over the periods in which the income and expense accounts were initially recognised in the financial statements.
The effect of inflation on the Group's net monetary asset position in the current period is recognised in the gain/(loss) on net monetary position in the consolidated statement of profit or loss.
The main components of TAS 29 indexes and transactions are as follows:
The material influence and impact of the application of inflation accounting in accordance with TAS 29 are summarised below:
Amounts in the statement of financial position that are not expressed in terms of the measuring unit current at the end of the reporting period are restated. Accordingly, monetary items are not restated because they are expressed in the currency of the reporting period. Non-monetary items are required to be restated unless they are expressed in terms of the currency in effect at the end of the reporting period.
The gain or loss on the net monetary position arising from restatement of non-monetary items is recognised in profit or loss and presented separately in the statement of comprehensive income.
All items in the statement of profit or loss are expressed in terms of the measuring unit current at the end of the reporting period. Therefore, all amounts have been restated by applying changes in the monthly general price index.
Cost of inventories sold has been restated using the restated inventory balance. Depreciation and amortisation charges have been restated using the restated balances of property, plant and equipment, intangible assets and right-of-use assets.
All items in the statement of cash flows are expressed in terms of the measuring unit current at the end of the reporting period.
The financial statements of a subsidiary whose functional currency is the currency of a hyperinflationary economy are restated by applying the general price index before they are included in the consolidated financial statements prepared by the parent company. Subsidiaries of the Group whose functional currency is other than Turkish Lira have been translated to the purchasing power on 30 September 2025. If the financial statements with different reporting period endings are subject to consolidation, all items, whether monetary or non-monetary, are restated according to the measuring unit in effect at the date of the consolidated financial statements.
Relevant figures for the prior reporting period are restated by applying the general price index so that the comparative financial statements are presented in the measuring unit applicable at the end of the reporting period. Information disclosed for prior periods is also expressed in terms of the measuring unit current at the end of the reporting period.
The accounting policies adopted in preparation of the condensed consolidated financial statements as at and for the interim period ended 30 September 2025 are consistent with those of the previous financial year, except for the adoption of new and amended Turkish Accounting Standards ("TFRS/TAS") and interpretations effective as of 1 January 2025 and thereafter. The effects of these standards and interpretations on the Group's financial position and performance have been disclosed in the related paragraphs.
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2025 (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
The amendments will be effective for annual reporting periods beginning on or after 1 January 2025. The amendments specify how an entity should assess whether a currency is exchangeable and how it should determine a spot exchange rate when exchangeability is lacking. When an entity estimates a spot exchange rate because a currency is not exchangeable into another currency, it discloses information that enables users of its financial statements to understand how the currency not being exchangeable into the other currency affects, or is expected to affect, the entity's financial performance, financial position and cash flows.
The Group is in the process of assessing the material influence of the amendments on financial position or performance of the Group.
Standards, interpretations and amendments to existing standards that are issued but not yet effective up to the date of issuance of the consolidated financial statements are as follows. The Group will make the necessary changes if not indicated otherwise, which will be affecting the consolidated financial statements and disclosures, when the new standards and interpretations become effective.
In December 2017, the POA postponed the effective date of this amendment indefinitely pending the outcome of its research project on the equity method of accounting. Early application of the amendments is still permitted. The Group will assess the effects of the amendments after the new standards have been finalized.
POA issued TFRS 17 in February 2019, a comprehensive new accounting standard for insurance contracts covering recognition and measurement, presentation and disclosure. TFRS 17 model combines a current balance sheet measurement of insurance contract liabilities with the recognition of profit over the period that services are provided. The mandatory effective date of the Standard postponed to accounting periods beginning on or after 1 January 2026 with the announcement made by the POA.
The standard is not applicable for the Group and the standard has no material influence on the financial position or performance of the Group.
The standard is effective from annual periods beginning on or after 1 January 2027 and published in the Official Gazette on 8 May 2025. 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 TFRS 18 relate to:
The Group is in the process of assessing the material influence of the standard on financial position or performance of the Group.
TFRS 19 – Subsidiaries without Public Accountability: Disclosures ("TFRS 19") was published in the Official Gazette on 10 August 2025. It is effective for annual reporting periods beginning on or after 1 January 2027. Early application is permitted. The standard aims to reduce the disclosure requirements in TAS/TFRS for subsidiaries covered by its scope. Under TFRS 19, businesses that are not subject to public accountability and are themselves subsidiaries are expected to apply the simplified disclosure provisions set out in TFRS 19 instead of the disclosure provisions in other TAS/TFRS. This aims to reduce the reporting obligations of these businesses in terms of disclosure provisions. The application of TFRS 19 is not mandatory and is left to the discretion of the entity.
A subsidiary meets the relevant conditions in the following circumstances:
The standard has no material influence on the financial position or performance of the Group.
{18}------------------------------------------------
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2025 (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
On 10 August 2025, the POA issued amendments to the classification and measurement of financial instruments (amendments to TFRS 9 and TFRS 7). The amendment clarifies that a financial liability is derecognised on the 'settlement date'. It also introduces an accounting policy option to derecognise financial liabilities that are settled through an electronic payment system before settlement date if certain conditions are met. The amendment also clarified how to assess the contractual cash flow characteristics of financial assets that include environmental, social and governance (ESG)-linked features and other similar contingent features as well as the treatment of non-recourse assets and contractually linked instruments. Additional disclosures in TFRS 7 for financial assets and liabilities with contractual terms that reference a contingent event (including those that are ESG-linked), and equity instruments classified at fair value through other comprehensive income are added with the amendment. The amendment will be effective for annual periods beginning on or after 1 January 2026. Entities can early adopt the amendments that relate to the classification of financial assets plus the related disclosures and apply the other amendments later. The new requirements will be applied retrospectively with an adjustment to opening retained earnings.
The Group is in the process of assessing the material influence of the amendments on financial position or performance of the Group.
On 10 August 2025, the POA issued the amendment "Contracts for Electricity Generated from Natural Resources" (related to TFRS 9 and TFRS 7). The amendment clarifies the application of the "own use" exception and permits hedge accounting when such contracts are used as hedging instruments. The amendment also introduces new disclosure requirements to help investors understand the material influence of these contracts on an entity's financial performance and cash flows. The amendment is not applicable for the Group and has no material influence on the financial position or performance of the Group.
On 27 September 2025, the POA issued "Annual Improvements to TAS/TFRS Accounting Standards /Amendment 11" published in the Official Gazette with the following amendments:
The Group is in the process of assessing the material influence of the amendments on financial position or performance of the Group.
Any change in accounting policies resulting from the first-time adoption of a new TFRS is made either retrospectively or prospectively in accordance with the transition requirements of TFRS. Changes without any transition requirement, material changes in accounting policies or material errors are corrected, retrospectively by restating the prior period condensed consolidated financial statements. If changes in accounting estimates are related to only one period, they are recognised in the period when the changes are applied; if changes in estimates are related to future periods, they are recognised both in the period where the change is applied and in future periods prospectively.
Business combinations are accounted for using the purchase method of accounting. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the acquirer, liabilities assumed by the acquirer to the former owners of the acquiree and equity interests issued by the acquirer. Acquisition costs are generally recognised as an expense as incurred.
The identifiable assets acquired and liabilities assumed are recognised at fair value at the acquisition date. The following are not recognised in this way:
{19}------------------------------------------------
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2025 (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
Goodwill is calculated as the excess of the aggregate of the consideration transferred for the acquisition, the fair value of any non-controlling interests, if any, in the acquiree and, in a business combination achieved in stages, the fair value of any equity interest in the acquiree previously held by the acquirer over the net amount of the acquiree's identifiable assets acquired and liabilities assumed at the acquisition date. If, after remeasurement, the net amount of the acquiree's identifiable assets acquired and liabilities assumed at the acquisition date exceeds the aggregate of the fair value of the consideration transferred, any non-controlling interests in the acquiree and, if any, any interests in the acquiree held prior to the acquisition, this amount is recognised directly as a gain on bargain purchase in profit/(loss).
When the consideration transferred by the Group in a business combination includes contingent consideration, the contingent consideration is measured at fair value at the acquisition date and is included in the consideration transferred in the business combination. If, as a result of additional information that becomes available during the measurement period, an adjustment to the fair value of the contingent consideration is required, it is adjusted retrospectively against goodwill.
The measurement period is the period after the acquisition date during which the acquirer can adjust the provisional amounts recognised in a business combination. The relevant period cannot be more than 1 year from the acquisition date.
Where the purchase accounting for a business combination is not complete at the end of the reporting period in which the business combination occurs, the Group reports provisional amounts for items for which recognition is incomplete. These provisional amounts are adjusted during the measurement period or additional assets or liabilities are recognised to reflect new information obtained about facts and circumstances that existed at the acquisition date that may affect the amounts recognised at the acquisition date.
Goodwill arising on acquisition is measured at cost at the acquisition date, net of any impairment losses, if any.
For the purpose of impairment testing, goodwill is allocated to cash-generating units (or groups of cash-generating units) that are expected to benefit from the synergies of the business combination.
The cash-generating unit to which goodwill is allocated is tested for impairment annually. If there are indications that the unit may be impaired, the impairment test is performed more frequently.
If the recoverable amount of the cash-generating unit is less than its carrying amount, an impairment loss is first recognised for the goodwill allocated to the unit and then the carrying amount of the assets within the unit is reduced. Any impairment loss for goodwill is recognised directly in consolidated profit or loss. Goodwill impairment is not reversed in subsequent periods.
On disposal of the relevant cash-generating unit, the amount determined for goodwill is included in the calculation of gains/(losses) on disposal.
The Group recognizes for financial assets in two classes: financial assets at amortized cost and financial assets at fair value through profit or loss. The classification is made based on the business model used by the entity for the management of financial assets and the characteristics of the contractual cash flows of the financial asset. The Group classifies its financial assets on the date they are acquired.
Financial assets at amortized cost are financial assets that are held within the scope of a business model that aims to collect contractual cash flows and whose cash flows include only principal and interest payments arising from the principal balance on certain dates under the contractual terms, are not quoted in an active market and are not derivative instruments. The financial assets are carried at amortized cost include cash and cash equivalents, trade receivables and other receivables.
These assets are carried at their fair values when they are initial recognized in the consolidated financial statements. Subsequently, they are carried at discounted cost using the effective interest rate method. Gains and losses arising from the valuation of non-derivative financial assets measured at amortized cost are recognized in the statement of profit or loss.
Financial assets at fair value through profit or loss consist of financial assets other than financial assets measured at amortized cost and at fair value through other comprehensive income. Gains and losses arising from the valuation of assets are recognized in the statement of profit or loss.
{20}------------------------------------------------
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2025 (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
Cash comprises cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and that are subject to an insignificant risk of changes in value.
Bank deposits include time and demand deposits and accrued interest arising from the deposits. Deposits denominated in TL are carried at cost, and foreign currency denominated deposits are carried at their values translated to Turkish Lira using the Central Bank's (the "CBRT") foreign exchange buying rate on the balance sheet date. Time deposits also include accrued interest as of the balance sheet date.
Trade receivables and notes and post-dated checks providing goods or services by the Group directly to a debtor classified within trade receivables which are recognized at original invoice amount are measured at amortized cost using the effective interest rate method. Short term trade receivables without specified interest rate, are measured at invoice amount when the interest accrual effect is immaterial.
Notes and post-dated checks classified within trade receivables are carried at their discounted cost by discounting with the effective interest method on the balance sheet date. Provision for doubtful receivables is recognised as an expense in the period which they incurred. Provision is the amount estimated by the Group management and to cover the possible losses that may arise from economic benefit or the risk in the account and the losses estimated to realise in the subsequent periods.
If the matter realized that indicates that the Group will not be able to collect the amounts due, a provision for trade receivables is established. The amount of the provision is the difference between the book value of the receivable and the collectible amount. Collectible amount is the discounted cost of cash flows, including amounts from guarantees, based on the original effective interest rate of the trade receivable. Among the cheques received, those whose maturity exceeds the balance sheet date are presented in trade receivables and are subject to discount using Libor rates.
Uncollectible amounts are written-off from the statutory records in the period which they determined. The provision for doubtful receivables is recognized as an expense in the period in which they incurred.
Following the provision for the doubtful receivable, if all or significant portion of the amount is collected, the collected amount is deducted from the doubtful receivable provision and recognised as income in the statement of comprehensive income. A simplified approach is applied within the scope of impairment of trade receivables that are carried at amortized cost in the consolidated financial statements and do not contain a significant financing component (with a maturity of less than 1 year). With this approach, in cases where trade receivables are not impaired for certain reasons (except for realized impairment losses), provisions for trade receivables are measured at an amount equal to lifetime expected credit losses.
The Group uses a provision matrix for the calculation of the expected credit losses on trade receivables which is based on past experience and future expectations. The provision matrix calculates fixed provision rates depending on the number of days that a trade receivable is past due and those provision rates are reviewed and, revised, if necessary, in every reporting period.
Financial liabilities are classified as those carried at amortized cost or at fair value through profit or loss. Financial liabilities classified as held for trading are carried at fair value through profit or loss. Financial liabilities at fair value through profit or loss are measured at fair value, and net gains and losses are recognized in profit or loss along with interest expenses. The Group has no financial liabilities at fair value through profit or loss.
Other financial liabilities
Other financial liabilities are subsequently measured at amortized cost using the effective interest method plus the interest expense recognized.
The effective interest method is the calculation of the amortized costs of the financial liabilities and the distribution of the related interest expenses to related periods. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period to the net present value of the financial liability.
Trade payables represents to payments that should be realized for goods and services provided from suppliers in ordinary course of business. Trade payables are carried at their fair values and subsequently recognized at discounted cost using the effective interest rate method.
In accordance with "TFRS 15 Revenue from Contracts with Customers" is that the entity reflects the proceeds to the consolidated financial statements from an amount that reflects the cost that the Group expects to qualify for the transfer of the goods or services it commits to its customers.
{21}------------------------------------------------
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2025 (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
Revenue is accounted for in the condensed consolidated financial statements within the scope of the five-step model below in accordance with the TFRS 15 effective from 1 January 2018.
If Group expects, at contract inception, that the period between when the Group transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less, the promised amount of consideration for the effects of a significant financing component is not adjusted.
The Group determines at contract inception whether the performance obligation is satisfied over time or at a point in time. When the Group transfers control of a good or service over time, and therefore satisfies a performance obligation over time, then the revenue is recognized over time by measuring the progress towards complete satisfaction of that performance obligation.
When a performance obligation is satisfied by transferring promised goods or services to a customer, the Group recognises the revenue as the amount of the transaction price that is allocated to that performance obligation. The goods or services are transferred when the control of the goods or services is delivered to the customers.
Following indicators are considered while evaluating the transfer of control of the goods and services:
At the inception of the contract, the Group estimates that the period between the transfer of the goods or services promised to the customer and the date on which the customer realised the payment will be one year or less, it does not make adjustments for the effect of a significant financing component. On the other hand, if there is a significant financing component in the revenue, the revenue is determined by discounting the future cash flows with the interest rate included in the financing component. The difference is recognised in the relevant periods as other operating income on an accrual basis.
The Group recognizes revenues and expenses related to contracts as revenue and cost items when the return on projects can be measured reliably. Contract revenues are recognised in the condensed consolidated financial statements according to the completion rate method. The ratio of the total contract expenses incurred as of the period to the total estimated cost of the contract indicates the completion percentage of the contract, and the ratio is used to reflect the part of the total revenue arising from the contract corresponding to the current period in the condensed consolidated financial statements.
Income arising from cost plus profit contracts is recognized in the statutory records with the profit margin calculated on the cost incurred.
Costs for contracts include all raw materials and direct labour costs, including indirect costs related to contract performance obligations, such as indirect labour, materials, repairs and depreciation expenses. Expenses for estimated losses in incomplete contracts are allocated in the periods in which these losses are determined. Changes in business performance, conditions, and estimated profitability due to contractual penalty provisions and final agreement arrangements may result in cost and revenue revisions. These revisions are recognised in the condensed consolidated financial statements in the period in which they are incurred. Incentives are included in revenue since they are reasonably guaranteed to be realized.
Contract assets indicate how much the income recognised in the condensed consolidated financial statements exceeds the invoice amount, while contract liabilities indicate how much the invoice amount issued exceeds the income recognised in the condensed consolidated financial statements.
The Group presents the gross receivables from customers regarding ongoing contractual obligations as a liability, if the progress payment amount exceeds the amount obtained by adding the profit (deducting the loss) reflected in the relevant accounts to the costs incurred.
Inventories are evaluated at either the lower of acquisition cost or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. Those costs also include systematically distributed costs from fixed and variable general production expenses incurred in covering direct raw material to the goods. The cost of inventories is determined by the weighted average method. Net realisable value is the estimated selling price in the ordinary course of business, less the costs of completion and selling expenses. When the net realizable value of the inventory below its cost, the inventories are reduced to their net realizable value and the expense is reflected in the statement of profit or loss in the year in which the impairment incurred.
{22}------------------------------------------------
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2025 (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
The distribution of fixed general production costs into transformation costs is based on the assumption that production activities will be carried out at normal capacity. "Normal capacity" is the expected average level of production for one or more periods or seasons under normal conditions, also taking into account low-capacity utilisation that may arise due to planned repair-maintenance activities. If the real production level is close to the normal capacity this capacity may be accepted as normal capacity. The net realisable value is the amount which is found by subtracting the sum of estimated completion costs and estimated sales costs necessary for the completion of the sale from the estimated sale price within the normal course of business. The renewal cost of starting material and supplies can be the best measure to reflect the net realisable value.
Inventory acquisition costs are reduced to their net realisable values on the basis of each inventory item. Such reduction is carried out by allocating provisions for low inventory value. In other words, if the cost value of inventories exceeds the net realisable value, the cost value is reduced to the net realisable value by allocating provisions for the low inventory value. Otherwise, no transaction is performed. In the event that the inventories were acquired with a deferred payment option, or in the event that the difference between the advance purchase price and the paid amount include sources of finance, such sources are accounted for as interest costs in the period when they were provided.
Investment property comprises freehold and leasehold properties (land or building -or a part of building- or both) that are held to earn rental income or for capital appreciation or both, rather than for any of the following purposes:
Investment properties are held to earn rental income or for capital appreciation or both. An investment property is accounted by the Group as an asset, provided that it meets the following criteria:
An investment property is initially at cost. Transaction costs are also included in the initial measurement. However, investment properties acquired through leases are carried their fair value or the current value of minimum lower value of lease income.
Investment properties are evaluated by choosing either one of fair value or cost method.
Fair value of an investment property is the amount for which a financial instrument could be exchanged, or a liability settled between, willing parties during current transaction, other than in a forced sale or liquidation, and is best evidenced through a quoted market price, if one exists.
The Group determined fair value of financial instruments by using available market information and appropriate valuation methods. However, evaluating the market information and forecasting the real values requires interpretation. As a result, the estimates presented herein are not necessarily indicative of the amounts the Group could realize in a current market exchange.
In determining the fair value, factors such as the specific risks of the asset, market conditions and depreciation are considered, depending on the reports of the independent appraisal experts. Accordingly, gains or losses arising from changes in the fair value of investment property are recognised in profit or loss in the period in which they incurred and are recognized in gains/losses from investment activities in the condensed consolidated financial statements.
The Group has prepared an appraisal report at the end of the year for its properties included in the investment properties account, and these properties are included in the condensed consolidated financial statements in accordance with the amount determined by independent appraisal experts.
The cost of a property, plant and equipment and intangible asset item is included in the financial statements, if the following conditions are met:
An item of property, plant or equipment that is recognised as a tangible or intangible asset shall be measured initially at its cost, and subsequently by applying the "Cost Model" or "Revaluation Model".
The initial cost of the non-current assets includes the purchase price, including import duties and non-refundable purchase taxes, and any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating.
Cost Model: After initial recognition as an asset, an item of property, plant and equipment shall be carried at its cost less any accumulated depreciation and any accumulated impairment losses.
{23}------------------------------------------------
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2025 (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
Revaluation Model: After initial recognition as an asset, an item of property, plant and equipment, whose fair value can be measured reliably, shall be carried at a revalued amount, being its fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations shall be made with sufficient regularity to ensure that the carrying amount does not differ materially from that which would be determined using fair value at the reporting date. The appreciations occurring as a result of the valuation are associated with the growth fund in the equity. If there are previously occurred appreciations, the impairments are deducted from these appreciations. Otherwise, they are expensed by being recognised under losses from investing activities. The Group goes to revaluation in the event that signs of significant changes are observed for the properties for which it uses the revaluation method. The Group uses the cost method for intangible assets and property, plant and equipment other than its properties, since there is no active market for them. The Group indicated that there has been an appreciation in the current period as a result of the studies conducted on whether there has been impairment or appreciation in relation to its properties.
When an asset is revalued, the accumulated depreciation as of the date of the revaluation is adjusted in proportion with the change in the gross book value of the asset, and therefore the book value of the asset after the revaluation is equal with the revalued amount.
The provisions of the standards TAS 2 "Inventory" and TAS 16 "Property, Plant and Equipment" are applied in the transfers of the Group from its inventories to property, plant and equipment to be used in operational activities. Accordingly, the fair value as of the date of the transfer is taken into consideration.
Depreciation is provided by the straight-line basis based on a pro-rata basis according to the useful lives and methods indicated as follows:
| Economic useful lives (year) | |
|---|---|
| Land improvements | 8 |
| Buildings | 50 |
| Plant, machinery and equipment | 4-15 |
| Motor vehicles | 4-5 |
| Furniture and fixtures | 2-50 |
| Development costs | 5 |
| Leasehold improvements | 5 |
| Rights | 3-15 |
| Other intangible assets | 1-5 |
The useful life and amortisation method is reviewed regularly whether the method and the period of amortisation are in compliance with the economic benefit to be derived from the respective asset.
Property, plant and equipment are reviewed for impairment losses whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. In the event that such indications are found, or the carrying amount exceeds the realisable value, such assets are discounted to their realisable values. The realisable value is the higher of the asset's net selling price or its value in use. During the calculation of the asset value in use, estimated cash flows in the future are discounted to their current value at the discount rate before tax, which reflects the risks particular to the asset in question. The realisable value of assets which do not solely and independently require a substantial volume of cash inflow is calculated for the portion of such assets leading to cash inflow. Related property, plant and equipment are depreciated over their remaining useful economic lives. Depreciation amounts and impairment losses of intangible assets are recognised under operating expenses under consolidated statement of profit or loss.
As impairment tests carried out by the Group for assets; "second-hand market values" of some assets, and "depreciated renovation costs" of the assets which do not have a second-hand market are taken into consideration when their net selling prices are determined. It hasn't been considered necessary to calculate the values of use of these assets, and no provision of impairment has been allocated for them since their net selling prices are equal to or greater than their net book values. However, for some other assets (i.e., goodwill), the impairment test is carried out by taking their values of use as a basis in the event that it's impossible to determine their net selling prices.
Intangible assets are amortised on a straight-line basis considering expected useful lives from the date of purchase, provided that such periods do not exceed their useful economic lives. The depreciation provided for intangible assets is recognised under operating expenses under consolidated statement of profit or loss. Gains or losses on disposals of property, plant and equipment and intangible assets are determined by comparing proceeds with their net carrying amounts and are classified under "gains/(losses) from investing activities" in the current period.
Non-current assets are classified as held for sale if their carrying amount is aimed to be recovered principally through a sale transaction rather than through continuing use. These assets may be a component of an entity, a disposal group, or a separate asset. The disposal of non-current assets held for sale is expected to be realized within twelve months following the balance sheet date. Events or circumstances may extend the period to complete the sale beyond one year. An extension of the period required to complete a sale does not preclude an asset (or disposal group) from being classified as held for sale if the delay is caused by events or circumstances beyond the entity's control and there is sufficient evidence that the entity remains committed to its plan to sell the asset (or disposal group).
{24}------------------------------------------------
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2025 (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
A discontinued operation is a component of an entity that either has been disposed of, or is classified as held for sale, and
A non-current asset held for sale is measured at the lower of its residual cost and fair value. The impairment occurring in the event that the fair value is lower than the residual cost is recognised under the consolidated statement of the profit loss of the relevant period.
Assets that are subject to amortisation are subjected to impairment test whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less the cost to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets that are impaired are reviewed for possible reversal of the impairment at each reporting date.
The Group's tax expense/income is the sum of its current tax costs/income and deferred tax expense/income.
The current year tax liability shall be calculated over the part of profit period subject to taxation. Profit subject to taxation differs from the profit disclosed in the statement of profit or loss as it excludes taxable or deductible income and expense items in previous years as well as the non-taxable or non-deductible items. The Group's current tax liability was calculated at the substantive tax rate, or the rate that shall, with certainty, be valid as of the balance sheet date.
Current tax payables are settled with taxes paid in advance in the event that they were paid or will be paid to the same tax authority. Deferred tax assets and liabilities are settled in the same manner.
Deferred tax is calculated by means of the unit credit method based on temporary differences between the recognised values of deferred tax assets and liabilities recognised in condensed consolidated financial statements and their tax values (Balance Sheet method / Balance Sheet liability method). Such differences may be classified into two groups, reducible and taxable. They are recognised as deferred tax assets for all temporary differences in the form of taxable expenses, provided that there is sufficient taxable income to deduct these expenses in future periods. Deferred tax is recognised if the related transaction is not a part of a business combination or the debt does not originate from its initial accounting.
All temporary differences subject to taxation are accounted for as a deferred tax debt. However, no deferred tax debt is accounted for on temporary differences appearing in the initial accounting of goodwill, or appearing in the initial accounting of any asset or debt, or originating from transactions other than business combinations. According to tax legislation, the previous year's financial losses and tax advantages which were not yet used are accounted for as deferred tax if it is likely to generate taxable income of an amount sufficient to be recognised in subsequent periods. As per tax legislation, the tax rates in effect as of the balance sheet date will be used in the calculation of deferred tax. While the deferred tax liability is calculated for all temporary differences, deferred tax assets arising from deductible temporary differences are calculated, provided that the Group is highly likely to benefit from such differences by generating profit subject to taxation in the future (please refer to Note 34).
Deferred tax assets and liabilities are mutually set off, provided that they are both subject to the tax legislation of the same country, in the event that there is a legally applicable right with respect to the setting off of current tax assets from current tax liabilities.
Purchasing method is used for the recognition of all business combinations. The implementation of the purchase method is applied by adhering to the following steps:
Goodwill is the difference between the cost of the acquired partnership, or the acquired assets as of the date of the acquisition, and the fair value of their net assets (or just the asset, for acquired assets). If the price of acquisition is more than the fair value of the acquired net assets, then the difference between these is reflected in the statement of financial position as goodwill. If the price of acquisition is less than the fair value of the acquired net assets, then the difference is reflected in the statement of profit or loss as profit derived from business combination.
According to TFRS 3 "Business Combination", a provision of impairment in relation to goodwill is allocated if the goodwill's recoverable amount is less than its book value, and if there are matters that can be considered as an indication of impairment in an identifiable asset.
{25}------------------------------------------------
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2025 (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
Conditions which are considered as an indication of impairment in the value of an asset include, presence of major changes in the nature of business of the acquired entity, presence of major changes between the estimates made on the acquisition date and the actual results, if the product, service or technology belonging to the acquired entity is outdated or out of use, and the presence of other similar issues indicating that the book value of the asset is no longer recoverable.
Group - as a lessee
At inception of a contract, the Group assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Group considers following indicators for the assessment of whether a contract conveys the right to control the use of an identified asset for a period of time or not:
The Group recognises a right-of-use asset and a lease liability at the commencement date of the lease following the consideration of the abovementioned factors.
Right-of-use asset
At the commencement date, the Group measures the right-of-use asset at cost. The cost of the right-of-use asset comprises:
When applying the cost model, the Group measures the right-of-use asset at cost:
Lease liability
At the commencement date, the Group measures the lease liability at the present value of the lease payments that are not paid at that date. The lease payments are discounted by using the interest rate implicit in the lease, if that rate can be readily determined, or by using the Group's incremental borrowing rate. The lease payments included in the measurement of the lease liability comprise the following payments for the right to use the underlying asset during the lease term that are not paid at the commencement date:
After the commencement date, Group measures the lease liability by:
{26}------------------------------------------------
c) Remeasuring the carrying amount to reflect any reassessment or lease modifications. The Group recognises the amount of the remeasurement of the lease liability as an adjustment to the right-of-use asset.
The Group assesses the contractual options to extend or to terminate the lease when determining the lease liability. The majority of the options to extend and terminate are exercisable both by the Group and the respective lessor. Group determines the lease term of a lease considering the periods covered by options to extend and terminate the lease if the options are exercisable by the Group and the Group is reasonably certain to exercise those options. If a significant change in circumstances takes place, related lease term assessment is revisited by the Group.
Some lease contracts of the Group contain variable payment terms. Variable lease payments are not in the scope of TFRS 16 and recognised in the statement of profit or loss in the related period.
The short-term lease agreements with a lease term of 12 months or less and agreements which are determined by the Group as low value, have been evaluated within the scope of practical expedients introduced by the TFRS 16" Leases" standard and related lease payments are recognised as an expense in the period in which they are incurred.
Under Turkish Labour Law, Kontrolmatik and its subsidiaries, associates and joint ventures are required to pay termination benefits to each employee who has completed one year of service and whose employment is terminated without due cause, who is called up for military service, dies or retires after completing 25 years of service (20 years for women) and reaches the retirement age (58 for women and 60 for men). The provision has been calculated by estimating the present value of the future probable obligation of Kontrolmatik and its subsidiaries registered in Türkiye arising from the retirement of employees.
TAS 19 "Employee Benefits" requires actuarial assumptions (net discount rate) to estimate the entity's obligation for employment termination benefits.
The rate to be used to discount defined benefit obligations (provisions for employee benefits) after leaving the office is determined by looking at the market returns for high quality corporate bonds at the balance sheet date. Because of the lack of a deep market for such securities, the real interest rate has been used, taking into account the market returns (compound interest rates) of government bonds (on the balance sheet date). In other words, inflation-adjusted interest rate (real interest rate) is used (Note 20).
In this context, financial institutions subject to labour law have accounted for the provision for employment termination benefits at the actuarial method in the financial statements for the retirement of retirement benefits for all personnel or for the termination of the business relationship by calling for military service or for the future probable liability amounts in case of death in accordance with TAS 19.
The assumptions used in calculating the provision for employment termination benefits are disclosed in Note 20.
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of the amount can be made.
If some or all of the expenditure required to settle a provision is expected to be reimbursed by another party, the reimbursement should be recognised as a separate asset, and not as a reduction of the required provision, when, and only when, it is virtually certain that reimbursement will be received if the entity settles the obligation. The amount recognised should not exceed the amount of the provision.
One of three methods is used to allocate provisions in the accompanying condensed consolidated financial statements. The first method is applied when the time value of money is material. When the depreciation of money over time becomes significant, provisions are recognised with the discounted amount of possible future expenditures at the balance sheet date. When the discount used, any increase in provisions due to time value, it is recognized as interest expense.
Where the effect of the time value of money is material, the amount of provision shall be the present value of the expenditures expected to be required to settle the obligation. The discount rate reflects current market assessments of the time value of money and the risks specific to the liability. The discount rate shall be a pre-tax rate and shall not reflect risks for which future cash flow estimates have been adjusted.
The expected value method is the second method which estimates variable consideration based on the range of possible outcomes and the probabilities of each outcome. The estimate is the probability-weighted amount based on those ranges. The expected value method might be most appropriate where a reporting entity has a large number of contracts that have similar characteristics. This is because a reporting entity will likely have better information about the probabilities of various outcomes where there are a large number of similar transactions.
{27}------------------------------------------------
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2025 (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
Possible assets or obligations that arise from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group are not included in the condensed consolidated financial statements and treated as contingent assets or liabilities and disclosed in the notes to the condensed consolidated financial statements (Note 21).
Non-accrued financial income/expenses represent financial income and expenses on credit sales and purchases. These income and expenses are calculated using the effective interest method throughout the period of credit sales and purchases and are presented under "other operating income and expenses" in the condensed consolidated financial statements.
Earnings per share disclosed in the statement of profit or loss are determined by dividing net income attributable to equity holders of the parent by the weighted average number of shares outstanding during the period concerned.
In Türkiye, companies can increase their share capital through a pro-rata distribution of shares ("bonus shares") to existing shareholders from retained earnings and inflation adjustment to equity. For the purpose of earnings per share computations, the weighted average number of shares in existence during the period has been adjusted in respect of bonus share issues without a corresponding change in resources, by giving them retroactive effect for the period in which they were issued and each earlier period as if the event had occurred at the beginning of the earliest period reported.
The Group's collection risk mainly arises from its trade receivables. Trade receivables are evaluated by taking into consideration the Group's accounting policies and procedures and accordingly, trade receivables are allocated in the consolidated statement of financial position less provision for doubtful receivables in the consolidated statement of financial position (Note 37).
Foreign exchange rate risk arises from the change in the value of any financial instrument due to fluctuations in exchange rates. The balances denominated in foreign currencies arising from its operating, investment and financial activities as of the reporting date are disclosed in Note 39.
Liquidity risk is the risk that a Group will be unable to meet its funding needs. The liquidity risk management is to provide sufficient cash and cash equivalents, by balancing the maturity of assets and liabilities and to enable funding with the support of credit limits provided by reliable credit institutions and to close funding deficit (Note 37).
Foreign currency transactions are translated into Turkish Lira using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into Turkish Lira using the exchange rates at the consolidated balance sheet date. Foreign exchange gains and losses resulting from trading activities (trade receivables and payables) denominated in foreign currencies of the Group operating in the non-finance sectors, have been accounted for under "other operating income/(expenses)".
The condensed consolidated financial statements are presented in TL, which is Kontrolmatik's functional and presentation currency. Transactions in currencies other than functional currency are recognised at the rates of exchange prevailing on the dates of the transactions. Foreign currency indexed monetary assets and liabilities are recognised at the rates of exchange prevailing on the balance sheet date. Nonmonetary items that are measured in terms of historical cost in a foreign currency are translated to functional currency as Turkish Lira using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.
Dividend income is recognised by the Group at the date the right to collect the dividend is realised. Dividend payables are recognised as liability in the condensed consolidated financial statements following the approval of the general assembly.
Common shares are classified as equity. Dividends on common shares are recognized in equity less retained earnings in the period in which they are approved and declared.
{28}------------------------------------------------
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2025 (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
Events after the reporting period are those events, favourable and unfavourable, that occur between the end of the reporting period and the date when the financial statements are authorised for issue. Under TAS 10, the two types of events are those that provide evidence of conditions that existed at the end of the reporting period (adjusting events); and those that are indicative of conditions that arose after the reporting period (non-adjusting events). The Group adjusts the amounts recognised in its condensed consolidated financial statements to reflect adjusting events, but it does not adjust those amounts to reflect non-adjusting events (Note 40).
Government grants are accounted on accrual basis with their fair values when the application of grants is approved. Costs arising from government grants are recognized as revenue on a consistent basis throughout the relevant periods in the period which they incurred along with the application of grants is approved.
Cash comprises cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and that are subject to an insignificant risk of changes in value. Cash equivalents are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes. For an investment to qualify as a cash equivalent it must be readily convertible to a known amount of cash and be subject to an insignificant risk of changes in value. Therefore, an investment normally qualifies as a cash equivalent only when it has a short maturity of, say, three months or less from the date of acquisition.
Equity investments are excluded from cash equivalents unless they are, in substance, cash equivalents, for example in the case of preferred shares acquired within a short period of their maturity and with a specified redemption date.
When used in conjunction with the rest of the financial statements, the statement of cash flows provides information that enables users to evaluate the changes in net assets of an entity, its financial structure (including its liquidity and solvency) and its ability to affect the amounts and timing of cash flows in order to adapt to changing circumstances and opportunities.
Cash flows during the period are classified and reported by operating, investing and financing activities in the cash flow statements. Cash flows from operating activities represent the cash flows generated from the Group's activities. Cash flows from investing activities represent the cash flows that are used in or provided from the investing activities of the Group (property, plant and equipment, intangible assets and financial assets). Cash flows from financing activities represent the cash proceeds from the financing activities of the Group and the repayments of these funds.
Preparation of the condensed consolidated financial statements requires the usage of estimations and assumptions which may affect the reported amounts of assets and liabilities as of the balance sheet date, disclosure of contingent assets and liabilities and reported amounts of income and expenses during the financial period. The accounting assessments, estimates and assumptions are reviewed continuously considering the past experiences, other factors and the reasonable expectations about the future events under current conditions. Although the estimations and assumptions are based on the best estimates of the management's existing incidents and operations, reflected to the profit or loss and they may differ from the actual results.
The significant accounting estimates and assumptions used by the Group in the preparation the condensed consolidated financial statements are as follows:
Note 2/D Fair value
Note 36/B Deferred tax assets and liabilities
Note 22 Provision for employment termination benefits
Note 2/D,17,18,19 Economic useful lives of investment properties, property, plant and equipment and intangible assets
Note 10 and 39/E Provision for impairment on trade receivables Note 13 Provision for impairment on inventories
Note 7 Financial investments revaluation surplus/provision for impairment
Estimates and assumptions that may cause significant adjustments in the book value of assets and liabilities in the next financial reporting period and the nature of the uncertainties are as follows:
{29}------------------------------------------------
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2025 (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
The Group acquired Üç Yıldız Antimon Madencilik İthalat İhracat Sanayi ve Ticaret Anonim Şirketi with 50.1% effective ownership interest on 1 August 2023 according to the horizontal and vertical integration investment strategy implemented by the Group. Üç Yıldız Antimon Madencilik's business activities include ensuring the production of Antimony, Lead, Zinc and Copper and mine ore production used in various industrial production, mainly energy storage. Accordingly, the Group has recognised goodwill amounting to TL 765.967.355 in the accompanying condensed consolidated financial statements.
The Group announced that it has signed a contract with Özar Elektrik İnşaat to acquire the shares of Emek Elektrik Endüstrisi ("Emek Elektrik") constituting 12.87% effective ownership interest in exchange for 385,000 "KONTR" shares according to the horizontal and vertical integration investment strategy implemented by the Group. The effective ownership interest of Kontrolmatik has been changed to 19.42% at the end of 31 December 2023. Accordingly, the Group recognised goodwill amounting to TL 140.731.430 in the accompanying condensed consolidated financial statements on 27 July 2023 within scope of business combination.
In accordance with the horizontal and vertical integration investment strategies of the Group, the business combination and recognition of Üç Yıldız Antimon and Emek Elektrik will increase the value of the growth targets of Kontrolmatik in the sector which has formed the basis for goodwill.
The Group acquired effective ownership interest of 50% belonging to shares of Kontrolmatik Enerji ve Mühendislik Anonim Şirketi and Skysens Teknoloji Anonim Şirketi joint venture ("IOT") on 4 September 2018 (during its establishment).
In addition, the Group acquired effective ownership interest of 50% belonging to shares of Kontrolmatik Enerji ve Mühendislik Anonim Şirketi and Skysens Teknoloji Anonim Şirketi joint venture ("SAY") on 10 October 2018 (during its establishment).
Furthermore, the Group acquired effective ownership interest of 25% belonging to shares of Plan S Uydu ve Uzay Teknolojileri Anonim Şirketi on 6 July 2021 (during its establishment).
The Group has acquired effective ownership interest of 50% belonging to shares of Kontrolmatik Enerji ve Mühendislik Anonim Şirketi and Siterm Isı Sanayi Anonim Şirketi joint venture (during its establishment).
The Group acquired effective ownership interest of 49% belonging to shares of Signum Teknoloji Tasarım ve Eğitim Anonim Şirketi on 31 May 2023.
| 30.09.2025 | 31.12.2024 | |
|---|---|---|
| Cash on hand | 3.989.471 | 3.658.747 |
| Banks | 455.686.268 | 2.866.083.768 |
| Demand deposits | 428.355.582 | 2.221.467.768 |
| -Time deposits up to 3 months | 27.330.686 | 644.616.000 |
| Other cash and cash equivalents | 67.054 | - |
| Cash and cash equivalents, net | 459.742.793 | 2.869.742.515 |
| 30.09.2025 | 31.12.2024 | |
|---|---|---|
| Financial assets at fair value through other comprehensive income | 5.672.957 | 47.785.515 |
| - Equity securities | 16 | 18 |
| - Funds | 5.672.941 | 47.785.497 |
| Total short-term financial investments, net | 5.672.957 | 47.785.515 |
| - Kontrolmatik - Bulgaria | - | 430.258 |
| Total long-term financial investments, net | - | 430.258 |
{30}------------------------------------------------
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2025 (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
| 30.09.2025 | 31.12.2024 | |
|---|---|---|
| Short-term borrowings | 3.565.872.307 | 2.298.913.413 |
| Bank borrowings | 1.279.450.554 | 2.084.074.987 |
| Issued bonds, notes and bills | 2.143.230.467 | - |
| Finance lease liabilities | 79.958.279 | 53.428.508 |
| Other | 5.825.245 | 3.658.917 |
| Lease liabilities | 57.407.762 | 157.751.001 |
| Short-term portion of long-term borrowings | 3.795.668.826 | 1.913.214.630 |
| Bank borrowings | 3.795.668.826 | 1.913.214.630 |
| Finance lease liabilities | - | |
| Long-term borrowings | 5.171.954.073 | 7.009.318.033 |
| Bank borrowings | 4.729.297.757 | 5.011.391.891 |
| Finance lease liabilities | 229.516.934 | 35.734.887 |
| Issued bonds, notes and bills | 147.787.749 | 1.887.715.297 |
| Lease liabilities | 65.351.633 | 74.475.958 |
| 30.09.2025 | Currency | Weighted average interest rate (%) | Maturity | TL equivalent | |
|---|---|---|---|---|---|
| Minimum (%) | Maximum (%) | ||||
| 5.00 | 49.00 | Revolving credits | 1.116.410.102 | ||
| Short-term borrowings | TL | 21.00 | 67.00 | Up to 3 months | 7.852.397 |
| TL | 21.00 | 67.00 | 3-12 months | 10.617.324 | |
| EUR | 6.00 | 13.00 | Up to 3 months | 13.936.835 | |
| EUR | 6.00 | 13.00 | 3-12 months | 19.324.652 | |
| USD | 7.00 | 12.00 | Up to 3 months | 109.714.337 | |
| USD | 7.00 | 12.00 | 3-12 months | 1.594.907 | |
| 1.279.450.554 | |||||
| Short-term portion of long-term borrowings | TL | 21.00 | 67.00 | Up to 3 months | 120.245.837 |
| TL | 21.00 | 67.00 | 3-12 months | 330.576.806 | |
| EUR | 6.00 | 13.00 | Up to 3 months | 303.481.288 | |
| EUR | 6.00 | 13.00 | 3-12 months | 1.358.917.912 | |
| USD | 7.00 | 12.00 | Up to 3 months | 156.537.303 | |
| USD | 7.00 | 12.00 | 3-12 months | 1.525.909.680 | |
| 3.795.668.826 | |||||
| Long-term borrowings | TL | 21.00 | 67.00 | 1-10 years | 491.002.023 |
| EUR | 6.00 | 13.00 | 1-10 years | 4.186.040.674 | |
| USD | 7.00 | 12.00 | 1-10 years | 52.255.060 | |
| 4.729.297.757 |
| 31.12.2024 | Currency | Weighted average interest rate (%) | Maturity | TL equivalent | |
|---|---|---|---|---|---|
| Minimum (%) | Maximum (%) | ||||
| Revolving credits | 1.508.834.466 | ||||
| Short-term borrowings | TL | 9.00 | 52.00 | Up to 3 months | - |
| TL | 7.00 | 67.00 | 3-12 months | 152.959.579 | |
| EUR | 6.00 | 13.00 | Up to 3 months | - | |
| EUR | 6.00 | 13.00 | 3-12 months | 235.617.607 | |
| USD | 6.00 | 13.00 | Up to 3 months | - | |
| USD | 6.00 | 13.00 | 3-12 months | 186.663.335 | |
| 2.084.074.987 | |||||
| Short-term portion of long-term borrowings | TL | 9.00 | 66.00 | Up to 3 months | 453.965.679 |
| TL | 9.00 | 66.00 | 3-12 months | 204.707.082 | |
| EUR | 6.00 | 13.00 | Up to 3 months | 278.852.113 | |
| EUR | 6.00 | 13.00 | 3-12 months | 544.204.584 | |
| USD | 6.00 | 13.00 | Up to 3 months | 303.260.960 | |
| USD | 6.00 | 13.00 | 3-12 months | 128.224.212 | |
| 1.913.214.630 | |||||
| Long-term borrowings | TL | 9.00 | 66.00 | 1-10 years | 770.837.367 |
| EUR | 6.00 | 13.00 | 1-10 years | 4.140.887.314 | |
| USD | 6.00 | 13.00 | 1-10 years | 99.667.210 | |
| 5.011.391.891 |
{31}------------------------------------------------
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2025 (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
Interest rate of TL denominated revolving loans is between 36.00% - 49.00%, interest rate of USD denominated revolving loans is between 8.00% - 12.00%. Interest rate of EUR denominated revolving loans is between 5.00% - 13.00%. (31 December 2024: Interest rate of TL denominated revolving loans is between 7.00% - 52.00%, interest rate of USD denominated revolving loans is 6.00%. The interest rate of EUR denominated revolving loans is between 6.00% - 12.00%).
As of 30 September 2025 and 31 December 2024, the redemption schedule and maturity analysis of bank borrowings are as follows:
| 30.09.2025 | 31.12.2024 | |
|---|---|---|
| Revolving credits | 1.112.823.281 | 1.508.834.466 |
| Up to 3 months | 612.772.658 | 1.036.078.752 |
| 4-12 months | 3.349.523.443 | 1.452.376.399 |
| 1-10 years | 4.729.297.755 | 5.011.391.891 |
| Total | 9.804.417.137 | 9.008.681.508 |
| 30.09.2025 | Currency | Maturity | TL equivalent |
|---|---|---|---|
| Short-term finance lease liabilities | |||
| TL | Up to 3 months | 7.394.099 | |
| TL | 3-12 months | 7.931.644 | |
| EUR | Up to 3 months | 51.773.879 | |
| EUR | 3-12 months | 10.413.670 | |
| USD | Up to 3 months | 673.804 | |
| USD | 3-12 months | 1.771.183 | |
| 79.958.279 | |||
| Long-term finance lease liabilities | |||
| TL | 1-5 years | 3.650.958 | |
| EUR | 1-5 years | 222.940.998 | |
| USD | 1-5 years | 2.924.978 | |
| 229.516.934 |
| 31.12.2024 | Currency | Maturity | TL equivalent |
|---|---|---|---|
| Short-term portion of long-term finance lease liabilities | |||
| TL | Up to 3 months | 12.545.323 | |
| TL | 3-12 months | 27.501.569 | |
| EUR | Up to 3 months | 3.514.197 | |
| EUR | 3-12 months | 9.867.419 | |
| 53.428.508 | |||
| Long-term finance lease liabilities | |||
| TL | 1-5 years | 11.128.582 | |
| EUR | 1-5 years | 24.606.305 | |
| 35.734.887 |
As of 30 September 2025 and 31 December 2024, the redemption schedule and maturity analysis of finance lease liabilities are as follows:
| 30.09.2025 | 31.12.2024 | |
|---|---|---|
| Up to 3 months | 12.827.700 | 16.059.520 |
| 4-12 months | 67.130.579 | 37.368.988 |
| 1-5 years | 229.516.934 | 35.734.887 |
| Total | 309.475.213 | 89.163.395 |
| 30.09.2025 | Currency | Maturity | TL equivalent |
|---|---|---|---|
| Bonds and notes | |||
| TL | Up to 3 months | - | |
| TL | 3-12 months | 2.143.230.467 | |
| 2.143.230.467 | |||
| Bills | - | ||
| TL | 1-5 years | 147.787.749 | |
| 147.787.749 |
{32}------------------------------------------------
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2025 (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
| 31.12.2024 | Currency | Maturity | TL equivalent |
|---|---|---|---|
| Bonds and notes | |||
| TL | Up to 3 months | - | |
| TL | 3-12 months | - | |
| - | |||
| Bills | - | ||
| TL | 1-5 years | 1.887.715.297 | |
| 1.887.715.297 |
| Right of use assets | 30.09.2025 | 31.12.2024 |
|---|---|---|
| Beginning of the period – 1 January | 176.806.202 | 200.301.425 |
| Additions/disposals, net | 3.037.113 | 96.963.891 |
| Current period depreciation (Note 30) | (20.165.679) | (120.459.114) |
| End of the period | 159.677.636 | 176.806.202 |
| 30.09.2025 | 31.12.2024 | |
|---|---|---|
| 122.759.395 | 232.226.959 | |
| Short-term | 57.407.762 | 157.751.001 |
| Long-term | 65.351.633 | 74.475.958 |
| 30.09.2025 | 31.12.2024 | |
|---|---|---|
| Trade receivables due from related parties (*) | 24.871.824 | 36.285.266 |
| - Customers | 24.871.824 | 36.285.266 |
| Trade receivables due from third parties | 4.355.465.913 | 3.303.731.201 |
| - Customers | 3.819.707.887 | 3.124.176.792 |
| - Post-dated cheques and notes receivables | 636.740.406 | 204.380.820 |
| Discount on receivables (-) | (100.982.380) | (24.826.411) |
| - Doubtful trade receivables | 121.897.089 | 139.518.013 |
| - Provision for doubtful trade receivables (-) | (121.897.089) | (139.518.013) |
| Total short-term trade receivables, net | 4.380.337.737 | 3.340.016.467 |
(*) The detailed analysis is disclosed in Note 36.
As of 30 September 2025, average turnover period in days for trade receivables is between 120-150 days (31 December 2024: 120-150 days).
The aging analysis and provision for doubtful receivables for past due but not impaired trade receivables and past due but impaired trade receivables are disclosed in Note 37-E.
The movement of provision for doubtful trade receivables is as follows:
| 30.09.2025 | 31.12.2024 | |
|---|---|---|
| Beginning of the period – 1 January | (139.518.013) | (131.717.638) |
| Acquisition of a subsidiary | - | - |
| Provision for doubtful trade receivables during the period (Note 30) | (14.094.490) | (13.171.229) |
| Collections/reversals | 3.429.541 | 1.578.447 |
| Monetary gains/losses | 28.285.873 | 3.792.407 |
| End of the period | (121.897.089) | (139.518.013) |
| 30.09.2025 | 31.12.2024 | |
| Trade payables due to related parties (*) | 8.227.969 | 122.719.176 |
| - Suppliers | 8.227.969 | 122.719.176 |
| - Discount on notes payable (-) | - | - |
| Trade payables due to third parties | 5.175.433.040 | 5.563.684.043 |
| - Suppliers | 2.857.850.238 | 3.030.986.340 |
| - Post-dated cheques and notes payable | 1.812.908.340 | 1.803.224.434 |
| - Discount on notes payable (-) | (87.184.049) | (135.623.124) |
| -Other | 591.858.511 | 865.096.393 |
| Total short-term trade payables, net | 5.183.661.009 | 5.686.403.219 |
(*) The detailed analysis is disclosed in Note 36.
{33}------------------------------------------------
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2025 (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
As of 30 September 2025, average turnover period in days for trade payables is between 90-120 days (31 December 2024: 90-120 days).
| 30.09.2025 | 31.12.2024 | |
|---|---|---|
| Other receivables due from related parties (*) | 82.120.311 | 21.274.804 |
| - Related parties (Other receivables) | 82.120.311 | 21.274.804 |
| Short-term other receivables due from third parties | 951.919.607 | 738.041.723 |
| - Deposits and guarantees given | 816.439.090 | 509.719.709 |
| - Receivables from tax office | 44.380.165 | 73.161.725 |
| - Due from employees | 2.488.860 | 127.178 |
| - Other | 88.611.492 | 155.033.111 |
| - Doubtful other receivables | 4.770.689 | 5.983.856 |
| - Provision for doubtful other receivables (-) | (4.770.689) | (5.983.856) |
| Total short-term other receivables, net | 1.034.039.918 | 759.316.527 |
| Long-term other receivables due from third parties | 11.005.538 | 61.070.714 |
| - Deposits and guarantees given | 11.005.538 | 61.065.302 |
| - Other | - | 5.412 |
| Total long-term other receivables, net | 11.005.538 | 61.070.714 |
| 30.09.2025 | 31.12.2024 | |
|---|---|---|
| Short-term other payables due to related parties (*) | - | 171.666.601 |
| Short-term other payables due to third parties | 715.480.744 | 321.310.576 |
| - Deposits and guarantees received | 68.436.150 | 69.281.429 |
| - Deferred liabilities | 5.850 | - |
| - Taxes payable | 31.518.043 | 105.575.337 |
| - Other | 615.520.701 | 146.453.810 |
| Total short-term other payables, net | 715.480.744 | 492.977.177 |
| Long-term other payables due to related parties (*) | 5.441.684.082 | 3.266.996.663 |
| Long-term other payables due to third parties (*) | 128.478.466 | 296.861.026 |
| - Deferred liabilities | - | - |
| - Other | 128.478.466 | 296.861.026 |
| Total long-term other payables, net | 5.570.162.548 | 3.563.857.689 |
(*) The detailed analysis is disclosed in Note 36.
| 30.09.2025 | 31.12.2024 | |
|---|---|---|
| Derivative liabilities | - | 3.353.739 |
| Total | - | 3.353.739 |
(*) Includes forward contracts and relevant transactions
| 30.09.2025 | 31.12.2024 | |
|---|---|---|
| Raw materials and supplies | 834.984.432 | 378.562.712 |
| Semi-finished goods | 436.027.372 | 301.124.491 |
| Finished goods | 95.732.210 | 301.591.830 |
| Merchandise | 2.451.413.443 | 2.436.081.050 |
| Less: Provision for inventory impairment (-) | (884.380) | (1.109.274) |
| Other inventories | 14.760.095 | 10.269.455 |
| TOTAL | 3.832.033.172 | 3.426.520.264 |
The movement of provision for impairment on inventories is as follows:
| 30.09.2025 | 31.12.2024 | |
|---|---|---|
| Beginning of the period – 1 January | 1.109.274 | 1.701.094 |
| Additions/reversals, net | - | 522.683 |
| Monetary gains/losses | (224.894) | (1.114.503) |
| End of the period | 884.380 | 1.109.274 |
{34}------------------------------------------------
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2025 (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
| 30.09.2025 | 31.12.2024 | |
|---|---|---|
| Contract assets | 4.098.446.658 | 2.929.746.992 |
| Contract liabilities | (124.953.991) | (6.784.917) |
| Total assets/liabilities | 3.973.492.667 | 2.922.962.075 |
| 30.09.2025 | 31.12.2024 | |
| Realised | ||
| Cost | 4.035.172.457 | 4.387.758.904 |
| Progress payment | 2.803.959.512 | 2.258.761.587 |
| Estimated revenue recognition, net | ||
| Cost | 5.666.578.751 | 4.406.013.551 |
| Progress payment | 6.777.452.179 | 5.181.723.662 |
| 30.09.2025 | 31.12.2024 | |
| Revenue under TFRS (A) | 6.777.452.179 | 5.181.723.662 |
| Contract cost (B) | (5.666.578.751) | (4.406.013.551) |
| Profit/loss in accordance with TFRS 15 (C=A+B) | 1.110.873.428 | 775.710.111 |
| Progress payment received (D) | 2.803.959.512 | 2.258.761.587 |
| Total contract assets/liabilities, net (E=A-D) | 3.973.492.667 | 2.922.962.075 |
The Group acquired effective ownership interest of 50% belonging to shares of Kontrolmatik Enerji ve Mühendislik Anonim Şirketi and Skysens Teknoloji Anonim Şirketi joint venture ("IOT") on 4 September 2018 (during its establishment).
In addition, the Group acquired effective ownership interest of 50% belonging to shares of Kontrolmatik Enerji ve Mühendislik Anonim Şirketi and Skysens Teknoloji Anonim Şirketi joint venture ("SAY") on 10 October 2018 (during its establishment).
Furthermore, the Group acquired effective ownership interest of 25% belonging to shares of Plan S Uydu ve Uzay Teknolojileri Anonim Şirketi on 6 July 2021 (during its establishment).
The Group has acquired effective ownership interest of 50% belonging to shares of Kontrolmatik Enerji ve Mühendislik Anonim Şirketi and Siterm Isı Sanayi Anonim Şirketi joint venture (during its establishment).
The Group acquired effective ownership interest of 49% belonging to shares of Signum Teknoloji Tasarım ve Eğitim Anonim Şirketi on 31 May 2023.
| 30.09.2025 | |||
|---|---|---|---|
| Associates and joint ventures (Accounted for using the equity method) | Effective ownership interest (%) |
Amount | Net carrying value |
| Kontrolmatik Enerji ve Müh. A.Ş. ve Skysens Tek. A.Ş. Joint venture (IOT) | 50 | - | - |
| Kontrolmatik Enerji ve Müh. A.Ş. ve Skysens Tek. A.Ş. Joint venture (SAY) | 50 | - | - |
| Plan S Uydu ve Uzay Teknolojileri A.Ş. | 25 | 187.500.000 | 290.070.636 |
| Kontrolmatık Tek. Ene. Ve Müh. A.S. Ve Siterm Isı San. A.Ş. Joint venture | 50 | 25.000 | 50.260 |
| Signum Teknoloji Tanıtım ve Eğitim A.Ş. | 49 | 26.810.000 | 63.700.893 |
| TOTAL | 214.335.000 | 353.821.789 |
| 31.12.2024 | |||
|---|---|---|---|
| Associates and joint ventures (Accounted for using the equity method) | Effective ownership interest (%) |
Amount | Net carrying value |
| Kontrolmatik Enerji ve Müh. A.Ş. ve Skysens Tek. A.Ş. Joint venture (IOT) | 50 | 5.000 | - |
| Kontrolmatik Enerji ve Müh. A.Ş. ve Skysens Tek. A.Ş. Joint venture (SAY) | 50 | 5.000 | 535.550 |
| Plan S Uydu ve Uzay Teknolojileri A.Ş. | 25 | 150.000.000 | 269.462.932 |
| Kontrolmatık Tek. Ene. Ve Müh. A.S. Ve Siterm Isı San. A.Ş. Joint venture | 50 | 25.000 | 50.260 |
| Signum Teknoloji Tanıtım ve Eğitim A.Ş. | 49 | 26.810.000 | 74.046.467 |
| TOTAL | 176.845.000 | 344.095.209 | |
| Associates and joint ventures | 30.09.2025 | 31.12.2024 | |
| Beginning of the period – 1 January | 344.095.209 | 248.572.304 | |
| Additions/Disposals, net | (119.819.812) | (59.998.809) | |
| Capital increases/reduction | 42.735.702 | 61.116.342 | |
| Share of profit for the period | 86.810.690 | 94.405.372 | |
{35}------------------------------------------------
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2025 (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
NOTE 15 – INVESTMENT PROPERTIES
| 30.09.2025 | 31.12.2024 | |
|---|---|---|
| Cost | ||
| Land | 236.767.173 | 235.284.451 |
| Buildings | 27.012.246 | 28.494.968 |
| Total | 263.779.419 | 263.779.419 |
The fair value of investment properties has been determined by independent appraisal firm Emek Taşınmaz Değerleme ve Danışmanlık Anonim Şirketi and the detailed list of investment properties is as follows. The independent appraisal firm determined the fair value of investment properties in the appraisal reports on 31 December 2024 following the "Peer comparison" method and "Income Approach".
| 30 September 2025 | 31 | December 20 | 24 | ||||
|---|---|---|---|---|---|---|---|
| ( | Carrying value | Carrying value | 2 | ||||
| Investment properties | Date of acquisition | Land | Building | TOTAL | Land | Building | TOTAL |
| Kırklareli ili Kofçaz ilçesi - Land | 28 December 2016 | 678.574 | - | 678.574 | 678.574 | - | 678.574 |
| Kırklareli ili Kofçaz ilçesi - Land | 28 December 2016 | 393.849 | - | 393.849 | 393.849 | - | 393.849 |
| Kırklareli ili Kofçaz ilçesi - Land | 28 December 2016 | 398.866 | - | 398.866 | 398.866 | - | 398.866 |
| Kırklareli ili Kofçaz ilçesi - Land | 28 December 2016 | 1.167.749 | - | 1.167.749 | 1.167.749 | - | 1.167.749 |
| Kırklareli ili Kofçaz ilçesi - Land | 28 December 2016 | 2.686.702 | - | 2.686.702 | 2.686.702 | - | 2.686.702 |
| Kırklareli ili Kofçaz ilçesi - Land | 28 December 2016 | 71.495 | - | 71.495 | 71.495 | - | 71.495 |
| Kırklareli ili Kofçaz ilçesi - Land | 28 December 2016 | 319.845 | - | 319.845 | 319.845 | - | 319.845 |
| İstanbul ili Arnavutköy ilçesi - Land | 11 September 2017 | 5.291.874 | - | 5.291.874 | 5.291.874 | - | 5.291.874 |
| İstanbul ili Arnavutköy ilçesi - Land | 11 September 2017 | 1.349.622 | - | 1.349.622 | 1.349.622 | - | 1.349.622 |
| İstanbul ili Arnavutköy ilçesi - Land (*) | 29 January 2018 | 20.349.696 | - | 20.349.696 | 20.349.696 | - | 20.349.696 |
| Kocaeli ili Çayırova ilçesi - Land | 17 January 2019 | 131.701.067 | - | 131.701.067 | 131.701.067 | - | 131.701.067 |
| İstanbul ili Beşiktaş ilçesi - Apartment | 17 July 2019 | 8.730.774 | 1.843.439 | 10.574.212 | 8.730.774 | 1.843.439 | 10.574.212 |
| İstanbul ili Beşiktaş ilçesi - Apartment | 17 July 2019 | 8.730.774 | 1.843.439 | 10.574.212 | 8.730.774 | 1.843.439 | 10.574.212 |
| Sakarya ili Serdivan ilçesi - Store | 16 August.2019 | 9.982.690 | 4.128.139 | 14.110.829 | 9.982.690 | 4.128.139 | 14.110.829 |
| Sakarya ili Serdivan ilçesi - Store | 2 August 2019 | 11.756.766 | 5.019.441 | 16.776.207 | 11.756.766 | 5.019.441 | 16.776.207 |
| Sakarya ili Serdivan ilçesi - Store | 16 August.2019 | 10.265.157 | 4.221.960 | 14.487.117 | 10.265.157 | 4.221.960 | 14.487.117 |
| Sakarya ili Serdivan ilçesi - Store | 17 September 2019 | 12.949.351 | 5.160.173 | 18.109.524 | 12.949.351 | 5.160.173 | 18.109.524 |
| Ankara ili Etimeskut ilçesi - Land | 26 September 2019 | 8.459.600 | 6.278.377 | 14.737.979 | 8.459.600 | 6.278.377 | 14.737.979 |
| TOTAL | 235.284.451 | 28.494.968 | 263.779.419 | 235.284.451 | 28.494.968 | 263.779.419 |
(*) In accordance with the appraisal report in the current period regarding the aforementioned land, the statement that it is the "defendant" in the land registry creates a risk of loss of ownership for the potential buyers of the land. As of 30 September 2025, the Group has mortgage risk on its investment properties amounting to TL 84.000.000 (31 December 2024: TL 84.000.000). The relevant mortgages are also on the properties and classified under property, plant and equipment.
NOTE 16 - PROPERTY, PLANT AND EQUIPMENT
| Opening balance – | Additions | Transfers | Disposals | Closing balance – | |
|---|---|---|---|---|---|
| 1 January 2025 | • | 30 September 2025 | |||
| Cost | |||||
| Land | 1.765.325.343 | 47.562.951 | - | (360.263.692) | 1.452.624.602 |
| Land improvements | 58.700.508 | - | - | (14.939.174) | 43.761.334 |
| Buildings | 2.865.019.729 | 323.253.044 | - | (72.385.546) | 3.115.887.227 |
| Plant, machinery and equipment | 3.209.230.954 | 58.028.100 | 250.879.705 | (17.666.799) | 3.500.471.960 |
| Motor vehicles | 503.898.430 | 32.226.965 | - | (42.007.390) | 494.118.005 |
| Furniture and fixtures | 757.719.187 | 22.483.176 | - | (3.948.572) | 776.253.791 |
| Constructions in progress (*) | 1.571.336.996 | 3.336.976.486 | (250.879.705) | (91.684.019) | 4.565.749.758 |
| Leasehold improvements | 5.392.070 | 311.067 | - | (1.860.584) | 3.842.553 |
| Other property, plant and equipment (Mining) | 38.765.344 | - | - | - | 38.765.344 |
| Total | 10.775.388.561 | 3.820.841.789 | - | (604.755.776) | 13.991.474.574 |
| Less: Accumulated depreciation | |||||
| Land improvements | - | - | - | - | - |
| Buildings | (105.321.838) | (41.035.366) | - | (146.357.204) | |
| Plant, machinery and equipment | (691.230.533) | (218.224.742) | - | - | (909.455.275) |
| Motor vehicles | (176.493.920) | (77.034.503) | - | 21.517.002 | (232.011.421) |
| Furniture and fixtures | (158.878.588) | (74.547.134) | - | 296.495 | (233.129.227) |
| Leasehold improvements | (3.462.679) | (155.262) | - | (3.617.941) | |
| Total | (1.135.387.558) | (410.997.007) | - | 21.813.497 | (1.524.571.068) |
| Property, plant and equipment, net | 9.640.001.003 | 3.409.844.782 | - | (582.942.279) | 12.466.903.506 |
{36}------------------------------------------------
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2025 (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
(*) Although the most of constructions in progress are classified within buildings, it includes investments located in Polatlı, where factory construction of Pomega has not been completed yet.
The fair value of property, plant and equipment has been determined as of 31 December 2024 by independent appraisal firm Emek Taşınmaz Değerleme ve Danışmanlık Anonim Şirketi and the detailed list of property, plant and equipment which includes two offices in Esenler, İstanbul and a factory in Polatlı Ankara are as follows. The independent appraisal firm determined the fair value of property, plant and equipment in the appraisal reports on 31 December 2024 in accordance with the "Peer comparison" method "Income Approach".
| 31.12.2024 | |
|---|---|
| Net book value |
| Property, plant and equipment | Date of acquisition | Land | Building | TOTAL |
|---|---|---|---|---|
| İstanbul ili Sarıyer İlçesi – Office | 08.04.2022 | 722.017.235 | 183.333.530 | 905.350.765 |
| İstanbul ili Esenler ilçesi – Office | 09.09.2013 | 29.009.982 | 7.772.244 | 36.782.226 |
| İstanbul ili Esenler ilçesi – Office | 27.09.2016 | 29.009.982 | 7.772.244 | 36.782.226 |
| Ankara ili Polatlı ilçesi – Factory | 18.08.2021 | 196.627.523 | 2.334.006.313 | 2.530.633.836 |
| İstanbul ili Sarıyer İlçesi – Office | 07.02.2023 | 94.108.252 | 26.931.300 | 121.039.552 |
| Ankara ili Çankaya İlçesi – Office | 31.03.2023 | 39.187.653 | 15.098.273 | 54.285.926 |
| Ankara ili Çankaya İlçesi – Office | 19.01.2023 | 121.179.406 | 39.796.927 | 160.976.333 |
| İstanbul ili Silivri İlçesi – Land | 15.06.2022 | 13.666.808 | - | 13.666.808 |
| İstanbul ili Silivri İlçesi – Land | 15.06.2022 | 19.279.782 | - | 19.279.782 |
| İstanbul ili Silivri İlçesi – Land | 15.06.2022 | 39.746.128 | - | 39.746.128 |
| Kütahya ili Gediz İlçesi – Land | 13.06.2023 | 1.904.648 | 75.336.146 | 77.240.794 |
| Kütahya ili Gediz İlçesi – Land | 10.11.2020 | 1.074.932 | - | 1.074.932 |
| Kütahya ili Gediz İlçesi – Land | 24/06/2021-08/07/2021 | 479.141 | - | 479.141 |
| Ankara ili Akyurt ilçesi | 23/12/2009-13/01/2009 | 443.954.263 | 83.730.521 | 527.684.784 |
| TOTAL | 1.751.245.735 | 2.773.777.498 | 4.525.023.233 |
| Opening balance – 1 January 2024 |
Additions | Transfers | Disposals | Closing balance – 30 September 2024 |
|
|---|---|---|---|---|---|
| Cost | |||||
| Land | 1.650.525.958 | - | (118.569.562) | - | 1.531.956.396 |
| Land improvements | 29.554.492 | - | - | - | 29.554.492 |
| Buildings | 2.781.621.784 | 1.361.517 | - | (1.232.359) | 2.781.750.942 |
| Plant, machinery and equipment | 2.864.673.217 | 14.747.645 | - | - | 2.879.420.862 |
| Motor vehicles | 494.249.952 | 37.665.653 | - | (18.965.396) | 512.950.209 |
| Furniture and fixtures | 411.182.427 | 100.346.900 | - | - | 511.529.327 |
| Constructions in progress | 342.506.615 | 1.524.156.988 | 118.569.562 | - | 1.985.233.165 |
| Leasehold improvements | 5.888.460 | - | - | (819.368) | 5.069.092 |
| Other property, plant and equipment (Mining) | 39.546.283 | 300.267 | - | - | 39.846.550 |
| Total | 8.619.749.188 | 1.678.578.970 | - | (21.017.123) | 10.277.311.035 |
| Less: Accumulated depreciation | |||||
| Land improvements | - | - | - | - | - |
| Buildings | (3.851.658) | (120.819.776) | - | - | (124.671.434) |
| Plant, machinery and equipment | (451.892.162) | (162.137.895) | - | - | (614.030.057) |
| Motor vehicles | (102.138.240) | (52.646.247) | - | 4.794.216 | (149.990.271) |
| Furniture and fixtures | (104.378.392) | (62.331.009) | - | - | (166.709.401) |
| Leasehold improvements | (2.990.165) | (6.319) | - | - | (2.996.484) |
| Total | (665.250.617) | (397.941.246) | - | 4.794.216 | (1.058.397.647) |
| Property, plant and equipment, net | 7.954.498.571 | 1.280.637.724 | - | (16.222.907) | 9.218.913.388 |
{37}------------------------------------------------
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2025 (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
As of 30 September 2025 and 2024, the movement of goodwill is as follows:
| 30.09.2025 | 30.09.2024 | |
|---|---|---|
| Goodwill | 974.740.925 | 974.740.925 |
| Total | 974.740.925 | 974.740.925 |
As disclosed in Note 2.6, the Group's assessment of impairment of goodwill related to prior years' items is explained in detail and as of 30 September 2025 and 2024, no change has been incurred and the carrying value of goodwill determined as amounting to TL 974.740.925.
| Opening balance – 1 January 2025 |
Additions | Disposals | Transfers | Closing balance – 30 September 2025 |
|
|---|---|---|---|---|---|
| Cost | |||||
| Rights | 316.335.443 | 61.146.566 | - | 21.722.989 | 399.204.998 |
| Development costs | 704.105.662 | 289.152.415 | - | (21.722.989) | 971.535.088 |
| Other intangible assets | 284.801.533 | 626.492 | (1.124.827) | _ | 284.303.198 |
| 1.305.242.638 | 350.925.473 | (1.124.827) | - | 1.655.043.284 | |
| Less: Accumulated depreciation | |||||
| Rights | (162.954.410) | (27.166.580) | - | - | (190.120.990) |
| Development costs | (37.292.743) | (27.351.333) | - | - | (64.644.076) |
| Other intangible assets | (258.205.486) | (31.994.118) | - | - | (290.199.604) |
| (458.452.639) | (86.512.031) | - | - | (544.964.670) | |
| Net book value | 846.789.999 | 264.413.442 | (1.124.827) | - | 1.110.078.614 |
| Opening balance 1 January 2024 |
Additions | Disposals | Closing balance 30 September 2024 |
|
|---|---|---|---|---|
| Cost | ||||
| Rights | 207.242.678 | 4.520.920 | - | 211.763.598 |
| Development costs | 247.856.703 | 180.639.297 | - | 428.496.000 |
| Other intangible assets | 199.413.689 | 80.292.602 | - | 279.706.291 |
| 654.513.070 | 265.452.819 | - | 919.965.889 | |
| Less: Accumulated depreciation | ||||
| Rights | (11.787.791) | (85.080.985) | - | (96.868.776) |
| Development costs | (9.984.621) | - | - | (9.984.621) |
| Other intangible assets | (142.878.387) | (64.269.383) | - | (207.147.770) |
| (164.650.799) | (149.350.368) | - | (314.001.167) | |
| Net book value | 489.862.271 | 116.102.451 | - | 605.964.722 |
As of 30 September 2025, Mcfly Robot Teknolojileri Anonim Şirketi benefited from a government grant arising from an investment certificate authorised on 29 December 2022 and numbered 552495. The investment amount arising from the government grant amounts to TL 2.254.587.649.
Mcfly Robot is entitled to the following incentives and rights:
As of 30 September 2025, Pomega Enerji Depolama Teknolojileri Anonim Şirketi benefited from government grant arising from manufacturing investment incentive certificate from manufacturing authorised on 7 July 2022 and numbered 538629. The investment amount arising from the government grant amounts to TL 3.731.832.869.
{38}------------------------------------------------
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.) Pomega Enerji is entitled to the following incentives and rights:
As of 30 September 2025 and 31 December 2024, the Group's collaterals/pledge/mortgage ("C&P&M") position is as follows:
| 30.09.2025 | Total | ||||
|---|---|---|---|---|---|
| Collaterals, pledges and mortgages given by the Group | USD | EUR | TL | Other | (TL equivalent) |
| A. Total amount of CPM's given in the name of its own legal personality | 1.454.137.965 | 2.570.737.709 | 1.668.015.432 | 27.835.000 | 5.720.726.106 |
| B. i. Total amount of CPM's given on behalf of the fully consolidated subsidiaries | - | - | - | - | - |
| B. ii. Total amount of CPM's given on behalf of the fully consolidated subsidiaries in favor of each other |
- | - | - | - | - |
| B. iii. Total amount of CPM's given on behalf of the fully consolidated subsidiaries in favor of parent company |
- | - | - | - | - |
| C. Total amount of CPM's given on behalf of third parties for ordinary course of business |
- | - | - | - | - |
| D. Total amount of other CPM's given | - | - | - | - | - |
| i. Total amount of CPM's given on behalf of the majority shareholder | |||||
| ii. Total amount of CPM's given to on behalf of other group companies which are not | - | - | - | - | - |
| in scope of B and C | |||||
| iii. Total amount of CPM's given on behalf of third parties which are not in scope of C | - | - | - | - | - |
| Total | 1.454.137.965 | 2.570.737.709 | 1.668.015.432 | 27.835.000 | 5.720.726.106 |
| Total equity | 6.859.236.219 | ||||
| The ratio of other CPM's to equity given by the Group | 0.83 |
| 31.12.2024 | |||||
|---|---|---|---|---|---|
| Collaterals, pledges and mortgages given by the Group | USD | EUR | TL | Other | TOTAL (TL equivalent) |
| A. Total amount of CPM's given in the name of its own legal personality | 1.410.233.488 | 1.533.933.932 | 1.060.657.801 | 27.748.662 | 4.032.573.883 |
| B. i. Total amount of CPM's given on behalf of the fully consolidated subsidiaries |
- | - | - | - | - |
| B. ii. Total amount of CPM's given on behalf of the fully consolidated subsidiaries in favor of each other |
- | - | - | - | - |
| B. iii. Total amount of CPM's given on behalf of the fully consolidated subsidiaries in favor of parent company |
- | - | - | - | - |
| C. Total amount of CPM's given on behalf of third parties for ordinary course of business |
- | - | - | - | - |
| D. Total amount of other CPM's given | - | - | - | - | - |
| i. Total amount of CPM's given on behalf of the majority shareholder | - | - | - | - | - |
| ii. Total amount of CPM's given to on behalf of other group companies which are not in scope of B and C |
- | - | - | - | - |
| iii. Total amount of CPM's given on behalf of third parties which are not in scope of C |
- | - | - | - | - |
| Total | 1.410.233.488 | 1.533.933.932 | 1.060.657.801 | 27.748.662 | 4.032.573.883 |
| Total equity | 7.368.420.610 | ||||
| The ratio of other CPM's to equity given by the Group | 0.55 | ||||
As of 30 September 2025 and 31 December 2024, the details of contingent liabilities, contingent assets and commitments' ("CPM") risk presented in the abovementioned statements are as follows:
| Type | TL | USD | EUR | Other |
|---|---|---|---|---|
| Mortgages given | 432.564.500 | - | - | - |
| Letter of guarantee given | 1.211.028.960 | 34.423.820 | 52.768.755 | - |
| Bill of guarantees given | 10.000.000 | - | - | 500.000 |
| Blocked deposits | 12.464.972 | 617.000 | 75.000 | - |
| Vehicle pledges given | 1.957.000 | - | - | - |
| Total CPM's, net | 1.668.015.432 | 35.040.820 | 52.843.755 | 500.000 |
{39}------------------------------------------------
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2025 (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
| Type | TL | USD | EUR | Other |
|---|---|---|---|---|
| Mortgages given | 542.563.869 | - | - | - |
| Letter of guarantee given | 473.748.303 | 40.036.950 | 41.747.765 | - |
| Bill of guarantees given | 12.542.959 | - | - | 627.148 |
| Blocked deposits | 29.348.012 | - | - | - |
| Vehicle pledges given | 2.454.657 | - | - | - |
| Total CPM's, net | 1.060.657.800 | 40.036.950 | 41.747.765 | 627.148 |
| Account Name | 30.09.2025 | 31.12.2024 |
|---|---|---|
| Short-term provisions for employee benefits | 43.058.682 | 41.433.277 |
| Provision for unused vacation | 43.058.682 | 41.433.277 |
| Other short-term provisions | 35.270.984 | 10.183.859 |
| Provision for lawsuits | 34.310.984 | 9.008.009 |
| Provision for warranties | 960.000 | 1.175.850 |
| Short-term provisions, net | 78.329.666 | 51.617.136 |
The movement of provision for lawsuits is as follows:
| 30.09.2025 | 31.12.2024 | |
|---|---|---|
| Beginning of the period – 1 January | 9.008.009 | 4.104.316 |
| Additions (Note 30) | 28.560.671 | 5.594.832 |
| Payments during the period (-) | (671.413) | |
| Provisions no longer required (Note 30) | (760.000) | (396.918) |
| Monetary gains/losses | (1.826.283) | (294.221) |
| End of the period | 34.310.984 | 9.008.009 |
As of 30 September 2025, the Group has allocated provision for lawsuits amounting to TL 34.310.984 in the accompanying condensed consolidated financial statements for the lawsuits and execution proceedings filed against the Group for the possible cash outflows (31 December 2024: TL 9.008.009).
The movement of provision for unused vacation is as follows:
| 30.09.2025 | 31.12.2024 | |
|---|---|---|
| Beginning of the period – 1 January | 41.433.277 | 22.809.551 |
| Monetary gains/losses | (8.400.179) | 25.634.866 |
| Provisions no longer required | (79.224) | - |
| Additions | 10.104.809 | (7.011.141) |
| End of the period | 43.058.682 | 41.433.277 |
| Long-term provisions | ||
| 30.09.2025 | 31.12.2024 | |
| Provision for employment termination benefits | 47.412.344 | 73.200.873 |
Under Turkish Labour Law, Kontrolmatik and its subsidiaries, associates and joint ventures incorporated in Türkiye are required to pay termination benefits to each employee who has completed one year of service and whose employment is terminated without due cause, who is called up for military service, dies or retires after completing 25 years of service (20 years for women) and reaches the retirement age (58 for women and 60 for men).
As of 30 September 2025, the amount payable consists of one month's salary limited to a maximum of TL 53.919,68 (31 December 2024: TL 41.828,42) for each year of service.
The liability is not funded as there is no funding requirement.
The provision has been calculated by estimating the present value of the future probable obligation of Kontrolmatik and its subsidiaries registered in Türkiye arising from the retirement of employees.
TAS 19 "Employee Benefits" requires actuarial valuation methods to be developed to estimate the entity's obligation under defined benefit plans. Accordingly, the following actuarial assumptions have been used in the calculation of the total liability. Related rates have been presented by considering the weighted average of actuarial assumptions of the subsidiaries within the scope of consolidation.
{40}------------------------------------------------
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2025
| (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.) | ||||
|---|---|---|---|---|
| 30.09.2025 | 31.12.2024 | |
|---|---|---|
| Net discount rate | 0.82% | 0.82% |
| Interest rate | 23.00% | 23.00% |
The movements in the provision for employment termination benefits are as follows:
| 30.09.2025 | 31.12.2024 | |
|---|---|---|
| Beginning of the period – 1 January | 73.200.873 | 52.787.948 |
| Additions | 7.101.762 | 37.808.736 |
| Payments during the period and provisions no longer required | (16.473.516) | (16.280.408) |
| Gains/(losses) on remeasurements of defined benefit plans – Actuarial gains/losses | (1.487.493) | 14.335.171 |
| Monetary gains/losses | (14.929.282) | (15.450.574) |
| End of the period | 47.412.344 | 73.200.873 |
| 30.09.2025 | 31.12.2024 | |
|---|---|---|
| Due to employee | 85.895.076 | 128.274.065 |
| Social security premiums payable | 110.777.326 | 54.847.942 |
| Taxes payable | 27.286.329 | 21.278.421 |
| Employee benefits, net | 223.958.731 | 204.400.428 |
Except for the legal regulations and legislations disclosed in Note 21, there is no regulation for retirement benefit plans.
As of 30 September 2025 and 31 December 2024, the functional breakdown of short-term prepaid expenses is as follows:
| 30.09.2025 | 31.12.2024 | |
|---|---|---|
| Prepaid expenses due to related parties (*) | 180.406.930 | 498.879.353 |
| Prepaid expenses due to third parties | 2.837.273.824 | 2.154.404.453 |
| - Advances given | 2.735.700.142 | 2.130.881.530 |
| - Short-term prepaid expenses | 101.573.682 | 23.522.923 |
| Total short-term prepaid expenses, net | 3.017.680.754 | 2.653.283.806 |
As of 30 September 2025 and 31 December 2024, the functional breakdown of long-term prepaid expenses is as follows:
| 30.09.2025 | 31.12.2024 | |
|---|---|---|
| Prepaid expenses due to related parties | - | - |
| Prepaid expenses due to third parties | 534.050.170 | 1.206.600.902 |
| - Long-term prepaid expenses | 350.904.906 | 251.644.953 |
| - Advances given | 183.145.264 | 954.955.949 |
| Total long-term prepaid expenses, net | 534.050.170 | 1.206.600.902 |
(*) The detailed analysis is disclosed in Note 36.
| 30.09.2025 | 31.12.2024 | |
|---|---|---|
| Deferred income due from related parties | 110.337.051 | 12.254.516 |
| - Advances received (*) | 110.337.051 | 12.254.516 |
| Deferred income due from third parties | 2.513.565.564 | 1.603.195.061 |
| - Long-term deferred income | 33.686.423 | 18.496.340 |
| - Advances received | 2.479.879.141 | 1.584.698.721 |
| Total short-term deferred income, net | 2.623.902.615 | 1.615.449.577 |
(*) The detailed analysis is disclosed in Note 36.
| Account Name | 30.09.2025 | 31.12.2024 |
|---|---|---|
| Prepaid taxes (Short-term) | 5.390.375 | 1.327.367 |
| Prepaid taxes (Long-term) | 151.818.993 | 114.408.478 |
| Total | 157.209.368 | 115.735.845 |
{41}------------------------------------------------
KONTROLMATİK TEKNOLOJİ ENERJİ VE MÜHENDİSLİK ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2025 (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
| Account Name | 30.09.2025 | 31.12.2024 |
|---|---|---|
| Deferred VAT | 643.219.797 | 436.748.391 |
| Other VAT | 10.626.610 | 46.278.418 |
| Advances given to employees | 2.720.023 | 467.180 |
| Cash advances | 41.228.313 | 51.663.114 |
| Other | 1.639.419 | 14.247.048 |
| Other current assets, net | 699.434.162 | 549.404.151 |
| Account Name | 30.09.2025 | 31.12.2024 |
| Other liabilities | 1.106.961 | 1.104.534 |
| Other current liabilities, net | 1.106.961 | 1.104.534 |
As of 30 September 2025 and 31 December 2024, the principal shareholders and their respective shareholding rates in Kontrolmatik are as follows:
| 30.09.2025 | 31.12.2024 | |||
|---|---|---|---|---|
| Shareholders | Share (%) | Amount (TL) | Share (%) | Amount (TL) |
| Sami Aslanhan | 14.99 | 97.464.980 | 26.84 | 174.460.000 |
| Ömer Ünsalan | 15.04 | 97.757.106 | 26.92 | 174.980.000 |
| Other (Listed shares) | 69.97 | 454.777.914 | 46.24 | 300.560.000 |
| Total paid-in share capital | 100.00 | 650.000.000 | 100.00 | 650.000.000 |
| Adjustment to share capital | 30.09.2025 | 31.12.2024 | ||
| Beginning of the period – 1 January | 773.137.901 | 640.105.399 | ||
| Capital increases/reduction | - | 133.032.502 | ||
| Monetary gains/losses | - | - | ||
| End of the period | 773.137.901 | 773.137.901 |
The Group has no preferred shares at the end of the reporting periods.
As of 30 September 2025, the current paid-in share capital of the Group is amounting to TL 650.000.000 (31 December 2024: TL 650.000.000). Kontrolmatik adopted the registered share capital system in accordance with the decision of the General Assembly on 21 May 2020.
Kontrolmatik's share capital consists of 650,000,000 outstanding shares each with a par value of TL 1 (31 December 2024: 650,000,000 shares).
Kontrolmatik increased its share capital amounting to TL 650.000.000 through capital increase from bonus issues from internal resources on 1 October 2024.
| Share premium | 30.09.2025 | 31.12.2024 |
|---|---|---|
| Beginning of the period – 1 January | 1.686.373.759 | 1.667.046.416 |
| Capital increases/reduction | - | 19.327.343 |
| End of the period | 1.686.373.759 | 1.686.373.759 |
Other comprehensive income or expenses not to be reclassified to profit or loss comprise of property, plant and equipment revaluation surplus and gains/(losses) on remeasurements of defined benefit plans and the movement for other comprehensive income or expenses not to be reclassified to profit or loss is as follows:
| Property, plant and equipment revaluation surplus | 30.09.2025 | 31.12.2024 |
|---|---|---|
| Beginning of the period - 1 January | 455.219.289 | 419.960.907 |
| Revaluation surplus during the period | - | 42.010.373 |
| Taxes relating to other comprehensive income or expenses not to be reclassified to profit or loss during the period |
- | (6.751.991) |
| End of the period | 455.219.289 | 455.219.289 |
{42}------------------------------------------------
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2025 (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
| Gains/(losses) on remeasurements of defined benefit plans | 30.09.2024 | 31.12.2024 |
|---|---|---|
| Beginning of the period - 1 January | (27.898.977) | (10.025.862) |
| Gains/(losses) on remeasurements of defined benefit plans during the period | 28.097.395 | (23.830.820) |
| Taxes relating to other comprehensive income or expenses not to be reclassified to profit or loss during the period |
(7.024.349) | 5.957.705 |
| End of the period | (6.825.931) | (27.898.977) |
Other comprehensive income or expenses to be reclassified to profit or loss comprise of currency translation differences and the movement for other comprehensive income or expenses to be reclassified to profit or loss is as follows:
| Currency translation differences | 30.09.2025 | 31.12.2024 |
|---|---|---|
| Beginning of the period - 1 January | 28.706.596 | (43.259.403) |
| Total comprehensive income | (7.563.420) | 71.965.999 |
| End of the period | 21.143.176 | 28.706.596 |
The legal reserves consist of the first and second reserves, appropriated under the Turkish Commercial Code ("TCC"). The TCC stipulates that the first legal reserve is appropriated out of statutory profits at the rate of 5% per annum, until the total reserve reaches 20% of the Group's paid-in share capital. The second legal reserve is appropriated at the rate of 10% per annum of all cash distributions in excess of 5% of the paid-in share capital. The first dividend amount of the Group cannot be less than 20% of the remaining distributable profit after deducting previous years' losses, if any, and legal reserves, taxes, funds and financial payments that are necessary to be allocated from net period profit in accordance per related legislation. Under the TCC, the legal reserves can only be used to offset losses and are not available for any other usage unless they exceed 50% of paid-in share capital.
| 30.09.2025 | 31.12.2024 | |
|---|---|---|
| Beginning of the period - 1 January | 82.983.765 | 72.322.649 |
| Restricted reserves during the period | 6.339.044 | 10.661.116 |
| End of the period | 89.322.809 | 82.983.765 |
In accordance with the Communiqué No: XI-29 and related announcements of CMB, effective from 1 January 2008, "Share Capital", "Restricted Reserves" and "Share Premiums" shall be carried at their statutory amount. The valuation differences shall be classified as follows:
As of 30 September 2025 and 31 December 2024, retained earnings include the following items:
| 30.09.2025 | 31.12.2024 | |
|---|---|---|
| Beginning of the period - 1 January | 1.579.783.581 | 1.176.031.473 |
| Dividends paid | (22.792.374) | (42.193.975) |
| Transfer to restricted reserves | (6.339.044) | (10.661.116) |
| Capital increases | - | (323.906.946) |
| Transfer from retained earnings | 343.569.475 | 780.514.145 |
| End of the period | 1.894.221.638 | 1.579.783.581 |
The details and movement of non-controlling interests are as follows:
| 30.09.2025 | 31.12.2024 | |
|---|---|---|
| Beginning of the period - 1 January | 1.796.545.284 | 1.776.870.944 |
| Capital increases from subsidiaries | - | 178.712.400 |
| Share of profit/loss of non-controlling interests | (47.526.780) | (103.523.705) |
| Non-controlling interests charge to the other comprehensive income | - | (55.514.355) |
| End of the period | 1.749.018.504 | 1.796.545.284 |
{43}------------------------------------------------
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2025 (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.) NOTE 26 – REVENUE AND COST OF SALES
| 01.01.2025 | 01.07.2025 | 01.01.2024 | 01.07.2024 | |
|---|---|---|---|---|
| 30.09.2025 | 30.09.2025 | 30.09.2024 | 30.09.2024 | |
| Domestic sales | 6.660.030.444 | 2.014.265.895 | 5.043.834.561 | 1.877.289.898 |
| Foreign sales | 2.498.731.839 | 673.314.333 | 2.044.617.558 | 770.568.658 |
| Other | 63.890.945 | 36.937.329 | 5.261.598 | 1.593.337 |
| Gross revenue, net | 9.222.653.228 | 2.724.517.557 | 7.093.713.717 | 2.649.451.893 |
| Sales returns (-) | (90.385.391) | (23.590.617) | (87.499.904) | (33.496.883) |
| Sales discounts (-) | (8.579.410) | (3.477.427) | (1.110.171) | (626.364) |
| Net sales | 9.123.688.427 | 2.697.449.513 | 7.005.103.642 | 2.615.328.646 |
| Cost of sales (-) | (7.824.054.821) | (2.474.308.800) | (5.324.579.627) | (1.970.621.096) |
| Gross profit | 1.299.633.606 | 223.140.713 | 1.680.524.015 | 644.707.550 |
| 01.01.2025 | 01.07.2025 | 01.01.2024 | 01.07.2024 | |
|---|---|---|---|---|
| 30.09.2025 | 30.09.2025 | 30.09.2024 | 30.09.2024 | |
| General administrative expenses | (751.841.647) | (261.666.595) | (547.863.366) | (179.350.435) |
| Marketing expenses | (301.785.628) | (93.736.297) | (265.463.919) | (87.917.006) |
| Research and development expenses | (220.641.136) | (54.936.751) | (141.272.066) | (57.182.922) |
| Operating expenses, net | (1.274.268.411) | (410.339.643) | (954.599.351) | (324.450.363) |
As of 30 September 2025 and 2024, the breakdown of expenses by nature is as follows:
| 01.01.2025 30.09.2025 |
01.07.2025 30.09.2025 |
01.01.2024 30.09.2024 |
01.07.2024 30.09.2024 |
|
|---|---|---|---|---|
| Personnel expenses | (107.375.837) | (25.886.083) | (81.853.024) | (39.204.507) |
| Utility expenses | (350.437) | (59.615) | (276.934) | (55.995) |
| Maintenance and repair expenses (Building) | (177.017) | (36.145) | (3.939.901) | (1.890.260) |
| Motor vehicle expenses | (167.850) | (68.795) | (2.232.790) | (1.393.078) |
| Rent expenses | (392.553) | (4.828) | (517.158) | (235.421) |
| Representation and hospitality expenses | (38.138) | (28.494) | (52.274) | (51.637) |
| Travel and accommodation expenses | (491.147) | (89.606) | (1.362.463) | (1.045.706) |
| Taxes, duties and charges | - | - | (7.186) | (2.666) |
| Depreciation and amortisation charges | (21.988.642) | (9.756.524) | (19.396.771) | (6.543.268) |
| Outsourcing expenses | (69.593.071) | (15.746.078) | (10.959.344) | (4.650.551) |
| Energy storage expenses | - | - | - | - |
| Other | (20.066.444) | (3.260.583) | (20.674.221) | (2.109.833) |
| Research and development expenses, net | (220.641.136) | (54.936.751) | (141.272.066) | (57.182.922) |
| 01.01.2025 | 01.07.2025 | 01.01.2024 | 01.07.2024 | |
| 30.09.2025 | 30.09.2025 | 30.09.2024 | 30.09.2024 | |
| Personnel expenses | (121.510.261) | (29.519.379) | (98.696.233) | (33.412.851) |
| Advertisement and promotion expenses | (23.981.714) | (16.630.334) | (16.060.643) | (5.325.822) |
| Maintenance and repair expenses | (233.955) | (47.210) | (53.865) | (28.017) |
| Communication expenses | (106.145) | (23.648) | (73.927) | (20.090) |
| Rent expenses | (6.741.760) | (1.886.802) | (2.033.367) | (66.069) |
| Taxes, duties and charges | (191.365) | (19.404) | (1.813.634) | (611.453) |
| Transportation, distribution and storage expenses | (737.593) | (248.010) | (1.080.625) | (699.239) |
| Outsourcing expenses | (12.801.389) | (3.496.368) | (14.915.897) | (7.576.835) |
| Employment termination benefits | (4.996.475) | (1.435.940) | (3.957.225) | (977.925) |
| Consultancy expenses | (1.407.473) | (301.098) | (14.357.107) | (2.113.038) |
| Customs duty | - | - | (5.023.962) | (4.860.586) |
| Start-up and organizational costs | (20.354.787) | (4.132.115) | (16.020.475) | (9.289.289) |
| Travel and accommodation expenses | (41.542.552) | (16.679.556) | (27.911.981) | (13.355.531) |
| Representation and hospitality expenses | (1.119.637) | (212.217) | (9.961.034) | (1.573.177) |
| Motor vehicle expenses | (1.972.219) | (254.711) | (2.792.587) | (962.340) |
| Depreciation and amortisation charges | (60.130.327) | (17.966.919) | (39.400.991) | (6.462.639) |
| Other | (3.957.976) | (882.586) | (11.310.366) | (582.105) |
| Marketing expenses, net | (301.785.628) | (93.736.297) | (265.463.919) | (87.917.006) |
{44}------------------------------------------------
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2025 (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
| 01.01.2025 30.09.2025 |
01.07.2025 30.09.2025 |
01.01.2024 30.09.2024 |
01.07.2024 30.09.2024 |
|
|---|---|---|---|---|
| Personnel expenses | (266.829.342) | (81.407.371) | (213.821.509) | (73.953.190) |
| Employment termination benefits | (9.370.355) | (2.489.769) | (9.057.110) | (1.581.391) |
| Consultancy expenses | (37.150.199) | (12.346.822) | (34.419.571) | (24.538.670) |
| Travel and accommodation expenses | (19.564.704) | (219.855) | (17.514.698) | (10.896.763) |
| Rent expenses | (11.512.164) | (6.325.648) | (15.554.360) | (3.161.613) |
| Outsourcing expenses | (35.977.929) | (22.592.779) | (16.970.064) | (3.995.965) |
| Insurance expenses | (10.488.329) | (2.131.934) | (5.901.532) | (3.778.728) |
| Maintenance and repair expenses | (1.732.482) | (283.981) | (3.490.541) | (1.645.864) |
| Motor vehicle expenses | (32.378.432) | (26.420.390) | (9.266.439) | (2.124.854) |
| Taxes, duties and charges | (16.806.557) | (14.755.473) | (5.660.090) | (706.508) |
| Depreciation and amortisation charges | (221.101.334) | (68.084.496) | (151.090.597) | (23.369.494) |
| Bank commissions, fees and charges | (12.640.311) | (403.936) | (12.278.748) | (5.986.403) |
| Communication expenses | (1.847.134) | (40.608) | (1.508.577) | (701.660) |
| Representation and hospitality expenses | (16.797.366) | (8.313.177) | (7.453.510) | (4.290.609) |
| Subscription costs | (1.552.259) | (316.121) | (2.381.074) | (57.315) |
| IT expenses | (18.721.202) | (7.648.644) | (12.552.001) | (5.467.531) |
| Notary costs, fees and charges | (7.112.749) | (1.164.582) | (9.042.824) | (7.378.119) |
| Utility expenses | (2.739.614) | (80.605) | (9.569.218) | (3.042.386) |
| Other | (27.519.185) | (6.640.404) | (10.330.903) | (2.673.372) |
| General administrative expenses, net | (751.841.647) | (261.666.595) | (547.863.366) | (179.350.435) |
The functional breakdown of depreciation and amortisation charges recognised under consolidated statement of profit or loss is as follows:
| 01.01.2025 | 01.07.2025 | 01.01.2024 | 01.07.2024 | |
|---|---|---|---|---|
| 30.09.2025 | 30.09.2025 | 30.09.2024 | 30.09.2024 | |
| General administrative expenses | (221.101.334) | (68.084.496) | (151.090.597) | (23.369.494) |
| Cost of sales | (214.454.414) | (50.903.070) | (413.402.045) | (152.755.754) |
| Research and development expenses | (21.988.642) | (9.756.524) | (19.396.771) | (6.543.268) |
| Marketing expenses | (60.130.327) | (17.966.919) | (39.400.991) | (6.462.639) |
| Depreciation and amortisation charges, net | (517.674.717) | (146.711.009) | (623.290.404) | (189.131.155) |
As of 30 September 2025 and 2024, the breakdown and details of other operating income/(expenses) are as follows:
| 01.01.2025 | 01.07.2025 | 01.01.2024 | 01.07.2024 | |
|---|---|---|---|---|
| 30.09.2025 | 30.09.2025 | 30.09.2024 | 30.09.2024 | |
| Interest income | 105.151.929 | 15.609.028 | 9.506.659 | 7.332.614 |
| Foreign exchange gains | 1.123.811.787 | 299.298.872 | 377.773.528 | 28.321.916 |
| Interest income from discount | 90.646.114 | 22.205.253 | 150.747.455 | 42.153.969 |
| Provisions no longer required (Doubtful receivables) | 51.223.222 | 6.918.377 | 8.150.686 | 1.945.650 |
| Provisions no longer required (Other) | 86.522 | 86.522 | 4.543.072 | 4.543.072 |
| Reversal of discount | 30.389.206 | 7.295.980 | 12.496.199 | - |
| Income from government grants and incentives | 14.512.269 | 2.239.247 | 10.586.771 | 4.105.248 |
| Rent income | 237.077 | 237.077 | 2.317.342 | 293.380 |
| Gain on sale of marketable securities | 1.651.141 | 713.629 | 477.359 | 224.935 |
| Prior period profit | 5.617.498 | 3.711.753 | 11.185.403 | 2.818.740 |
| Other | 243.968.598 | 152.938.338 | 95.510.421 | 31.009.748 |
| Other operating income, net | 1.667.295.363 | 511.254.076 | 683.294.895 | 122.749.272 |
| 01.01.2025 | 01.07.2025 | 01.01.2024 | 01.07.2024 | |
| 30.09.2025 | 30.09.2025 | 30.09.2024 | 30.09.2024 | |
| Foreign exchange losses | (625.307.357) | |||
| (252.221.783) | (232.284.633) | (87.985.563) | ||
| Loss on sale of marketable securities | (48.743.108) | (5.529.802) | - | - |
| Expenses from provision for doubtful trade receivables | (15.392.838) | (15.392.838) | (1.984.758) | (1.014.743) |
| Provision for lawsuits | (34.693.862) | (3.991.640) | (3.896.916) | (1.060.904) |
| Discount expenses (-) | (110.284.614) | (477.417) | (105.181.676) | (48.695.365) |
| Reversal of discount | (132.290.976) | (11.017.259) | (43.141.301) | - |
| Commission expenses (-) Other |
- (70.167.057) |
- (6.643.149) |
(11.934.071) (127.143.515) |
- (65.196.392) |
{45}------------------------------------------------
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2025 (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
As of 30 September 2025 and 2024, the breakdown and details of gains/(losses) from investment activities are as follows:
| 01.01.2025 30.09.2025 |
01.07.2025 30.09.2025 |
01.01.2024 30.09.2024 |
01.07.2024 30.09.2024 |
|
|---|---|---|---|---|
| Gain on sale of equity securities and appreciation | - | - | 390.579 | - |
| Gain on sale of non-current assets | 5.871.911 | 2.696.917 | 6.504.441 | 45.639 |
| Gains from investment activities, net | 5.871.911 | 2.696.917 | 6.895.020 | 45.639 |
| 01.01.2025 30.09.2025 |
01.07.2025 30.09.2025 |
01.01.2024 30.09.2024 |
01.07.2024 30.09.2024 |
|
| Loss on sale of equity securities and impairment | - | - | (25.432.486) | (9.859.514) |
| Loss on sale of non-current assets | (6.944.670) | (2.078.904) | (1.826.259) | (162.643) |
| Loss on late and delay interest fees and charges | (20.532.690) | (4.853.487) | - | - |
| Losses from investment activities, net | (27.477.360) | (6.932.391) | (27.258.745) | (10.022.157) |
As of 30 September 2025 and 2024, the breakdown and details of financial expenses are as follows:
| 01.01.2025 | 01.07.2025 | 01.01.2024 | 01.07.2024 | |
|---|---|---|---|---|
| 30.09.2025 | 30.09.2025 | 30.09.2024 | 30.09.2024 | |
| Foreign exchange losses | (1.687.980.654) | (200.771.048) | (272.411.207) | (207.658.398) |
| Interest expenses | (1.832.878.991) | (423.371.683) | (1.202.905.893) | (374.493.271) |
| Interest expenses under TFRS 16 | (25.016.724) | (3.633.514) | (52.744.576) | (14.330.122) |
| Financial expenses, net | (3.545.876.369) | (627.776.245) | (1.528.061.676) | (596.481.791) |
As of 30 September 2025 and 2024, the breakdown and details of financial income are as follows:
| 01.01.2025 | 01.07.2025 | 01.01.2024 | 01.07.2024 | |
|---|---|---|---|---|
| 30.09.2025 | 30.09.2025 | 30.09.2024 | 30.09.2024 | |
| Interest income | 608.611.466 | 298.957.715 | 231.925.038 | 102.392.088 |
| Foreign exchange gains | 122.974.629 | 49.437.490 | 167.432.043 | 41.314.636 |
| Financial income, net | 731.586.095 | 348.395.205 | 399.357.081 | 143.706.724 |
None.
As of 30 September 2025, the corporate tax rate effective in Türkiye is 25%.
25% of the profits arising from the sale of shares of associates, real estates, pre-emption rights, founder share and usufruct shares in the assets of the institutions for at least two full years are exempt from corporate tax. To benefit exclusion, the earning must be recognised in liabilities in a fund account and not withdrawn for 5 years from the entity. The sales price must be collected until the end of the second calendar year following the year in which the sale is realised.
According to "Turkish Corporate Tax Law", losses can be carried forward to offset the future taxable income for a maximum period of 5 years. On the other hand, such losses cannot be carried back to offset prior years' profits. Tax authorities and tax office may, however, examine such returns and the underlying accounting records and may revise assessments within five years.
As of 30 September 2025 and 31 December 2024, the breakdown of current income tax liabilities is as follows:
| 30.09.2025 | 31.12.2024 | |
|---|---|---|
| Provision for taxes | - | 74.292.184 |
| Prepaid taxes (-) | - | (74.292.184) |
| Current income tax liabilities, net | - | - |
{46}------------------------------------------------
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2025 (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
As of 30 September 2025 and 2024, the breakdown and detailed analysis of income taxes are as follows:
| 30.09.2025 | 31.12.2024 | |
|---|---|---|
| Current period tax expense (-) | (9.948.786) | (83.417.494) |
| Deferred income tax | 195.990.969 | (224.416.727) |
| Total tax income/(expense) | 186.042.183 | (307.834.221) |
Kontrolmatik, its Subsidiaries, Associates and Joint Ventures, recognise deferred tax assets and liabilities based upon temporary differences arising between their financial statements prepared under TFRS and the Turkish tax legislation. These differences usually result in the recognition of revenue and expenses in different reporting periods for tax purposes and the purposes of the Turkish Financial Reporting Standards and are disclosed below.
As of 30 September 2025, the corporate tax rate effective in Türkiye is 25%.
Law No.7456 has entered into force as of 15 July 2023, by being promulgated in the Official Gazette. In the Official Gazette dated 15/7/2023 and numbered 32249, Law No.7456, "Law on the Amendment of Additional Motor Vehicles Tax for Compensation of Economic Losses Caused by Earthquakes Occurring on 6/2/2023 and Amendments to Some Laws and Decree-Law No. 375" was published. However, by article numbered 21 of the relevant law, the corporate tax rate is increased from 20% to 25% effective from 1 October 2023. Accordingly, deferred tax assets and liabilities are calculated considering the 25% tax rate as of the end of the interim reporting period.
As of 30 September 2025 and 31 December 2024, the breakdown of cumulative temporary differences and deferred tax assets and liabilities provided using principal tax rates are as follows:
| 30.09.2025 | 31.12.2024 | |||
|---|---|---|---|---|
| Deferred tax assets and liabilities in the consolidated statement of profit or loss |
Cumulative temporary differences |
Deferred tax assets /(liabilities) |
Cumulative temporary differences |
Deferred tax assets /(liabilities) |
| Adjustments for provision for doubtful trade and other receivables |
16.186.946 | 4.434.794 | 68.384.673 | 17.096.168 |
| Adjustments for discount on notes receivables | 144.034.809 | 35.620.645 | 82.460.451 | 20.615.113 |
| Adjustments for provision for advances given | 16.134.687 | 4.033.672 | 47.299.572 | 11.824.893 |
| Adjustments for inventories | (189.596.713) | (47.399.178) | (400.918.526) | (100.469.065) |
| Adjustments for provision for employment termination benefits |
36.919.595 | 9.229.899 | 47.497.290 | 11.874.322 |
| Adjustments for provision for unused vacation | 41.505.136 | 10.376.284 | 43.350.481 | 10.837.621 |
| Adjustments for provision for lawsuits | 27.913.426 | 6.978.357 | 6.577.639 | 1.644.409 |
| Adjustments for leases | (122.895.885) | (30.832.314) | 52.514.963 | 13.128.741 |
| Annual effective interest rate of leasing, net | (24.681.069) | (6.170.267) | 66.294.656 | 16.573.664 |
| Adjustments for investments accounted for using the equity method |
6.498.403 | 1.624.601 | 81.780.685 | 20.445.171 |
| Investment incentives | 2.553.583.936 | 1.021.433.574 | 3.484.777.771 | 871.194.443 |
| Adjustments for the application of the percentage of completion method (Liabilities) |
(2.578.906.294) | (644.726.574) | (3.315.983.975) | (828.995.994) |
| Adjustments for investment properties capital appreciation | (150.705.667) | (37.676.417) | (263.779.419) | (65.944.855) |
| Adjustments for the application of the percentage of completion method (Assets) |
1.706.811.445 | 426.702.861 | 1.744.099.397 | 436.024.849 |
| Adjustments for cumulative temporary differences on property, plant and equipment and intangible assets |
(1.286.480.601) | (321.620.151) | (968.251.543) | (242.062.885) |
| Currency translation differences | 3.095.290 | 773.823 | 452.707.854 | 113.176.964 |
| Actuarial gains/(losses) | (9.101.242) | 2.275.310 | (27.898.978) | 6.974.745 |
| Adjustments for income accruals from derivatives | - | - | 3.353.740 | 838.435 |
| Other adjustments, net | (94.643.871) | (17.035.968) | (341.372.496) | (90.469.447) |
| Deferred tax assets/(liabilities), net | 418.022.951 | 224.307.292 |
As of 30 September 2025 and 31 December 2024, the movements in deferred tax assets/(liabilities) are as follows:
| 30.09.2025 | 31.12.2024 | |
|---|---|---|
| Beginning of the period – 1 January | 224.307.292 | 563.837.722 |
| Deferred income tax during the period | 195.990.969 | (224.416.727) |
| Charge to equity | (7.024.349) | (76.261.995) |
| Monetary gains/losses | 4.749.039 | (38.851.708) |
| End of the period | 418.022.951 | 224.307.292 |
{47}------------------------------------------------
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2025 (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
As of 30 September 2025 and 2024, the calculation of basic earnings per share is based on the weighted average number of ordinary shares outstanding during the period and the relevant calculation of EPS of Kontrolmatik is as follows:
| 01.01.2025 | 01.01.2024 | |
|---|---|---|
| 30.09.2025 | 30.09.2024 | |
| Earnings per share from continuing operations | ||
| Share of profit or loss from continuing operations | (499.901.705) | 961.916.335 |
| Weighted average number of shares with nominal value of TL 1 | 650.000.000 | 650.000.000 |
| Earnings per share from continuing operations, net (TL) | (0,77) | 1,48 |
| Earnings per share from discontinued operations | ||
| Earnings per share | ||
| Profit for the period | (499.901.705) | 961.916.335 |
| Profit or loss attributable to non-controlling interests | (47.526.779) | (205.105.355) |
| Profit or loss attributable to equity holders of the parent | (452.374.926) | 1.167.021.690 |
| Weighted average number of shares with nominal value of TL 1 | 650.000.000 | 650.000.000 |
| Earnings per share, net (TL) | (0,70) | 1,80 |
The Group has adopted the registered capital system in accordance with the provisions of the Capital Markets Law No. 6362 and has adopted to the registered capital system with the authorisation of the Capital Markets Board on 2 April 2020 and numbered 19/456. The registered capital ceiling of the Group is amounting to TL 4.000.000.000 (four billion).
The Group realised a share capital increase from internal resources and the current share capital increased to TL 30 million on 24 February 2020. The Group adopted to the registered capital system at the General Assembly meeting on 21 May 2020 and the share capital comprise of 30,000,000 outstanding shares each with a par value of TL 1.
The initial public offering of the Group was approved by the Capital Markets Board on 24 September 2020 and the Group started to be quoted on Borsa Istanbul on 19 October 2020. The Group's share capital is amounting to TL 36.250.000 after the initial public offering. Subsequently, the Group's share capital is amounting to TL 38.062.500 with the sale of shares with a nominal value of TL 1.812.500 and determined as ready for sale in Borsa Istanbul ("BIST") on 27 October 2020.
The Group realised a share capital increase from internal resources and the share capital increased to TL 200.000.000 on 21 July 2022.
The Group realised a share capital increase from internal resources and the share capital increased to TL 650.000.000 on 1 October 2024.
| 30.09.2025 | 31.12.2024 | |
|---|---|---|
| Weighted average number of shares – Beginning of the period (1 January) | 650.000.000 | 200.000.000 |
| Increases during the period (Issued shares) | - | 450.000.000 |
| Weighted average number of shares – End of the period | 650.000.000 | 650.000.000 |
Diluted earnings per share have not been calculated since the Group has no dilutive potential ordinary shares (31 December 2024: None).
The Group has no dividends paid at the end of the interim reporting period (31 December 2024: TL 37.024.721).
Share-based transactions: None (31 December 2024: None).
The current account balances (net book values) of the Group as of the end of the period with its shareholders, having authority and responsibility for planning, directing, and controlling the activities of the entity, directly or indirectly, including any directors are as follows:
| 30.09.2025 | 31.12.2024 | |
|---|---|---|
| Short-term trade receivables due from related parties | ||
| Kmt Internatıonal | - | 17.771.593 |
| İnfinia Mühendislik A.Ş. | - | 17.244.791 |
| Emkel Elektrik Dış Tic.A.Ş. | 182.493 | - |
| Kmt Teknolojık Ve Fınansal Yatırımlar Anonım Sırketı | 16.692.631 | - |
| Siterm Isı Sanayi A.Ş. | 2.483.258 | 266.520 |
| Plan S Uydu ve Uzay Teknolojileri A.Ş. | 799.143 | 1.002.362 |
| Cosmos Yatırım Holding A.Ş. | 4.714.299 | - |
| Total | 24.871.824 | 36.285.266 |
{48}------------------------------------------------
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2025 (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
| Short-term other receivables due from related parties | 30.09.2025 | 31.12.2024 |
|---|---|---|
| Plan S Uydu Ve Uzay Teknolojileri A.Ş. | 82.120.311 | 7.012.934 |
| Emek Set Joint venture | - | 14.261.870 |
| Total | 82.120.311 | 21.274.804 |
| Prepaid expenses (Current and non-current assets) | 30.09.2025 | 31.12.2024 |
| Panel Smart Elektromekanik ve Otomasyon Tic. A.Ş. | - | 21.238.379 |
| Siterm Isı Sanayi A.Ş. | 35.849.590 | 58.789.851 |
| Cosmos Mühendislik | - | 119.030.361 |
| Rektus Dış Tic. Ltd. Şti. Biserwis Ulaşım ve Mobil Teknolojileri A.Ş. |
- - |
185.909 208.916 |
| İnfinia Mühendislik Ltd. Şti. | - | 94.428.765 |
| Barıs Savunma Endustrısı A.S. | 63.202.184 | |
| Özar Elektrik İnşaat Turizm | 3.071.456 | |
| Emkel Elektrik Dış Tic.A.Ş. | 2.831.448 | 2.469.828 |
| Set Elektromekanik San. Ve Tic. A.Ş | 124.056 | |
| İnfinia Mühendislik Ltd. Şti. | 75.284.282 | |
| Barış Savunma A.Ş. | - | 174.997.123 |
| Emek Arge A.Ş. | - | 19.405.413 |
| Özar Elektrik | - | 3.852.515 |
| Nennkraft Energie Gmbh | 43.914 | 4.272.293 |
| Total | 180.406.930 | 498.879.353 |
| Trade payables due to related parties | 30.09.2025 | 31.12.2024 |
| Short-term trade payables due to related parties | ||
| İnfinia Mühendislik A.Ş. | 381.374 | 114.415.217 |
| Emek Arge A.Ş. | - | 3.762.888 |
| Özar Elektrik | - | 402.516 |
| Barmek Holding | - | 16.356 |
| Emek Holding A.Ş. | 236.465 | 296.597 |
| Hermaksan Madencilik A.Ş. | 7.610.130 | 3.825.602 |
| Total | 8.227.969 | 122.719.176 |
| Other payables due to related parties | 30.09.2025 | 31.12.2024 |
| Short-term other payables due to related parties | - | 171.666.601 |
| Cosmos Mühendislik A.Ş. | - | 171.666.601 |
| Long-term other payables due to related parties | 5.441.684.082 | 3.266.996.663 |
| Sami Aslanhan | 881.970.914 | 1.630.716.694 |
| Ömer Ünsalan | 1.063.774.638 | 1.495.572.050 |
| Kmt Teknolojık Ve Fınansal Yatırımlar Anonım Sirketi | 3.445.607.826 | |
| Hermaksan Madencilik A.Ş. | 50.330.704 | 60.495.573 |
| Zafer Burnalı | - | 80.212.346 |
| Total | 5.441.684.082 | 3.438.663.264 |
| Deferred income due from related parties | 30.09.2025 | 31.12.2024 |
| Ard Grup Enerji Sanati Ve Ticaret A.Ş. | - | 881.770 |
| İnfinia Mühendislik Ltd. Şti. | 92.220.654 | |
| KMT Teknolojik ve Finansal Yatırımlar A.Ş | 18.116.397 | |
| Emek Holding A.Ş. | - | 11.372.746 |
| Total | 110.337.051 | 12.254.516 |
As of 30 September 2025 and 2024, the Group's sales and purchases (including delay interest and charges) with its shareholders and related parties with which it has indirect shares, management and business relations are as follows:
| 01.01.2025 | 01.01.2024 | |
|---|---|---|
| Sales of goods and services | 30.09.2025 | 30.09.2024 |
| İnfinia Mühendislik A.Ş. | 85.683.083 | - |
| Ömer Ünsalan | 19.002 | - |
| Sami Aslanhan | 19.002 | - |
| Joule Global Enerji A.Ş. | - | 2.030.214 |
| Plan S Uydu Ve Uzay Teknolojileri A.Ş. | - | 887.675 |
| Total | 85.721.087 | 2.917.889 |
{49}------------------------------------------------
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2025 (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
| 01.01.2025 | 01.01.2024 | |
|---|---|---|
| Purchases of goods and services | 30.09.2025 | 30.09.2024 |
| İnfinia Mühendislik Ltd. Şti. | 88.893.315 | - |
| Joule Global Enerji Anonim Şirketi | - | 2.262.398 |
| Nennkraft Energıe Gmbh | 2.249.169 | 430.437 |
| Mekatronik Yapı Taah. SanA.Ş. | - | 1.104.741 |
| Panel Smart Elektromekanik Ve Otomasyon Ticaret Anonim Şirketi | 14.225.678 | 12.810.313 |
| Cosmos Mühendislik A.Ş. | 52.592.139 | 83.580.576 |
| Total | 157.960.301 | 100.188.465 |
As of 30 September 2025 and 2024, the Group's interest, rent and other income and expenses with its shareholders and related parties with which it has indirect shares, management and business relations are as follows:
| 01.01.2025 | 01.01.2024 | |
|---|---|---|
| Rent income | 30.09.2025 | 30.09.2024 |
| Kontrolmatik Enerji ve Müh. A.Ş. ve Skysens Tek. A.Ş. Joint venture (Say) | - | 47.986 |
| Kontrolmatik Enerji ve Müh. A.Ş. ve Skysens Tek. A.Ş. Joint venture (Iot) | - | 47.986 |
| Kmt Teknolojık Ve Fınansal Yatırımlar Anonım Sırketı | 40.000 | - |
| Radaya Enerji Yatırım Ve Ticaret Anonim Şirketi | 40.000 | - |
| Siterm Isı San. A.Ş. | 44.000 | 47.986 |
| Cosmos Yatırım Holding A.Ş. | 2.160.000 | 1.079.681 |
| Joule Global Enerji A.Ş. | - | 93.350 |
| Total | 2.284.000 | 1.316.989 |
| 01.01.2025 | 01.01.2024 | |
| Interest income | 30.09.2025 | 30.09.2024 |
| Kontrolmatık Bulgarıa Ltd. | 974.796 | - |
| Plan S Uydu Ve Uzay Teknolojileri Anonim Şirketi | 6.953.510 | - |
| Total | 7.928.306 | - |
The key management of Kontrolmatik Teknoloji Enerji ve Mühendislik Anonim Şirketi is identified as the members of the Board of Directors. As of 30 September 2025, total key management compensation incurred by Kontrolmatik amounted to TL 40.791.681 (31 December 2024: TL 18.676.067).
The Group's main objectives for capital management are to keep the Group's ability to continue as a going concern to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.
The capital structure of the Group consists of borrowings including loans disclosed in Note 7, cash and cash equivalents and equity items containing respectively issued share capital, capital reserves, profit reserves and profits of previous years disclosed in Note 25.
The Group monitors capital by using the debt-to-total capital ratio. This ratio is calculated by dividing net debt by total capital. Net debt is calculated by deducting cash and cash equivalents from the total debt amount (includes borrowings as disclosed in the consolidated statement of financial position). Total capital is calculated as equity, as presented in the consolidated statement of financial position, plus net debt.
| 30.09.2025 | 31.12.2024 | |
|---|---|---|
| Total borrowings (Note 7) | 12.533.495.206 | 11.221.446.076 |
| Less: Cash and cash equivalents (Note 6) | (459.742.793) | (2.869.742.515) |
| Net financial debt | 12.073.752.413 | 8.351.703.561 |
| Equity | 6.859.236.219 | 7.368.420.610 |
| Net financial debt/total equity ratio | 1,76 | 1,13 |
The Group's significant accounting policies relating to financial instruments are presented in the Note 2 "Summary of significant account policies" under financial instruments section.
{50}------------------------------------------------
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2025 (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
The Group has no defined and specific risk management model. The Group's overall risk management strategy focuses on the unpredictability of financial markets and targets to minimise potential adverse effects on the Group's financial performance by monitoring both in domestic and international markets. The Group management aims to create a corporate risk management model and continues its activities in this manner.
The Group is exposed to a variety of financial risks due to its operations. These risks include credit risk, market risk (foreign currency risk, interest rate risk and price risk) and liquidity risk. The distribution of income and expense items according to foreign currency-denominated receivables and payables and the distribution of payables according to foreign currency types and with variable and fixed interest rates are monitored by the Group management.
Changes in market conditions that increase the market risk include changes in the benchmark interest rate, the price of another entity's financial instrument, commodity price, exchange rate, or price or rate index.
The Group is exposed to price risk as the selling prices are affected by the price changes of the inventories. The Group has no derivative instrument that can be used in order to avoid negative price movements on sales margins and potential adverse effects. The Group monitors the placing-production-purchasing orders, considering the forward-looking inventory price movements.
The Group is exposed to interest rate risk arising from the rate changes on interest-bearing liabilities and assets. The Group manages this risk by balancing the repricing terms of interest-bearing assets and liabilities with fixed and floating interest rate financial instruments and shortlong term nature of borrowings (Note 5 and 7).
| Interest position table | 30.09.2025 | 31.12.2024 |
|---|---|---|
| Fixed-interest rate financial instruments | ||
| Financial assets | 27.330.686 | 13.692.542 |
| Financial liabilities | 10.242.476.990 | 9.330.071.581 |
| Floating-interest rate financial instruments | 30.09.2025 | 31.12.2024 |
| Financial assets | - | - |
| Financial liabilities | 2.291.018.216 | 1.891.374.215 |
As of 30 September 2025 and 31 December 2024, net carrying value of assets and liabilities denominated in foreign currencies are as follows:
| 30.09.2025 | 31.12.2024 | |
|---|---|---|
| A. Assets | 6.360.630.599 | 5.843.057.199 |
| B. Liabilities | (11.615.006.404) | (9.833.467.932) |
| Net balance sheet position (A+B) | (5.254.375.805) | (3.990.410.733) |
{51}------------------------------------------------
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2025 (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
| 30.09.2025 | ||
|---|---|---|
| Profit/Loss | ||
| Appreciation of foreign currency |
Depreciation of foreign currency |
|
| Change in USD against TL by 10% | ||
| 1- USD Net Asset/Liability 2- Hedged portion of USD Risk (-) |
35.673.130 - |
(35.673.130) - |
| 3- USD Net Effect (1+2) | 35.673.130 | (35.673.130) |
| Change in EUR against TL by 10% | ||
| 4- EUR Net Asset/Liability 5- Hedged portion of EUR Risk (-) |
(560.613.678) - |
560.613.678 - |
| 6- EUR Net Effect (4+5) | (560.613.678) | 560.613.678 |
| Change in GBP against TL by 10% | ||
| 7- GBP Net Asset/Liability 8- Hedged portion of GBP Risk (-) |
441.757 - |
(441.757) - |
| 9- GBP Net Effect (7+8) | 441.757 | (441.757) |
| Change in Other currencies against TL by 10% | ||
| 10- Other currencies Net Asset/Liability 11- Hedged portion of Other currencies Risk (-) |
(938.788) - |
938.788 - |
| 12- Other currencies Net Effect (10+11) | (938.788) | 938.788 |
| Total | (525.437.579) | 525.437.579 |
| Exchange rate sensitivity analysis | ||
| 31.12.2024 | ||
| Profit/Loss | ||
| Appreciation of foreign currency | ||
| currency | ||
| Change in USD against TL by 10% 1- USD Net Asset/Liability |
60.461.303 | (60.461.303) |
| 2- Hedged portion of USD Risk (-) | - | - |
| 3- USD Net Effect (1+2) | 60.461.303 | (60.461.303) |
| Change in EUR against TL by 10% 4- EUR Net Asset/Liability |
(460.238.130) | 460.238.130 |
| 5- Hedged portion of EUR Risk (-) | - | - |
| 6- EUR Net Effect (4+5) | (460.238.130) | 460.238.130 |
| Change in GBP against TL by 10% | ||
| 7- GBP Net Asset/Liability | 119.619 | (119.619) |
| 8- Hedged portion of GBP Risk (-) | - | - |
| 9- GBP Net Effect (7+8) | 119.619 | (119.619) |
| Change in Other currencies against TL by 10% 10- Other currencies Net Asset/Liability |
616.135 | (616.135) |
| 11- Hedged portion of Other currencies Risk (-) | - | - |
| 12- Other currencies Net Effect (10+11) | 616.135 | Depreciation of foreign (616.135) |
{52}------------------------------------------------
(Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
Foreign Exchange Position
| 30.09.2025 | |||||
|---|---|---|---|---|---|
| TL equivalent | USD | EUR | GBP | Other | |
| 1. Trade Receivables | 2.710.447.172 | 49.367.009 | 13.294.004 | - | 1.485.784 |
| 2a. Monetary Financial Assets | 2.504.963.643 | 43.398.425 | 14.379.859 | 110.416 | 112 |
| 2b. Non-Monetary Financial Assets | 240.523 | 5.800 | - | - | - |
| 3. Other | 516.675.712 | 8.428.811 | 3.438.077 | - | - |
| 4. Total Current Assets (1+2+3) | 5.732.327.049 | 101.200.045 | 31.111.940 | 110.416 | 1.485.895 |
| 5. Trade Receivables | 392.035.907 | 2.534.740 | 5.902.064 | - | - |
| 6a. Monetary Financial Assets | 94.365.743 | 66.606 | 1.884.313 | - | - |
| 6b. Non-Monetary Financial Assets | - | - | - | - | - |
| 7. Other | 141.901.901 | 1.575.348 | 1.575.132 | - | - |
| 8. Total Non-Current Assets (5+6+7) | 628.303.550 | 4.176.694 | 9.361.509 | - | - |
| 9. Total Assets (4+8) | 6.360.630.599 | 105.376.740 | 40.473.449 | 110.416 | 1.485.895 |
| 10. Trade Payables | 3.725.993.837 | 38.490.167 | 42.954.827 | 31.028 | 658.741 |
| 11. Financial Liabilities | 647.097.380 | 6.614.281 | 7.618.742 | - | - |
| 12a. Other Monetary Liabilities | 247.267.910 | 3.957.306 | 1.701.716 | - | - |
| 12b. Other Non- Monetary Liabilities | 528.021.712 | 7.281.908 | 4.606.480 | - | - |
| 13. Total Current Liabilities (10+11+12) | 5.148.380.840 | 56.343.661 | 56.881.765 | 31.028 | 658.741 |
| 14. Trade Payables | - | - | - | - | - |
| 15. Financial Liabilities | 6.466.625.564 | 40.065.024 | 98.345.268 | - | - |
| 16a. Other Monetary Liabilities | - | - | - | - | - |
| 16b. Other Non- Monetary Liabilities. | - | - | - | - | - |
| 17. Total Non-Current Liabilities (14+15+16) | 6.466.625.564 | 40.065.024 | 98.345.268 | - | - |
| 18. Total Liabilities (13+17) | 11.615.006.404 | 96.408.685 | 155.227.032 | 31.028 | 658.741 |
| 19. Off-Balance Sheet Derivative Instruments Net Asset / (Liability) Position (19a-19b) | - | - | - | - | - |
| 19a. Hedged assets | - | - | - | - | - |
| 19b. Hedged liabilities | - | - | - | - | - |
| 20. Net Foreign Exchange Asset / (Liability) Position (9-18+19) | (5.254.375.805) | 8.968.055 | (114.753.584) | 79.388 | 827.155 |
| 21. Monetary Items Net Foreign Exchange Asset / (Liabilities) Position | |||||
| (1+2a+3+5+6a-10-11-12a-14-15-16a) | (4.868.496.516) | 14.668.814 | (111.722.236) | 79.388 | 827.155 |
| 22. Total Fair Value of Financial Instruments Used for Foreign Exchange Hedge | - | - | - | - | - |
| 23. Foreign Exchange Hedged Portion Amount of Assets | - | - | - | - | - |
| 24. Foreign Exchange Hedged Portion Amount of Liabilities | - | - | - | - | - |
| 25. Export | 2.294.111.301 | 33.347.538 | 18.743.832 | - | - |
| 26. Import | 1.148.370.711 | 20.457.188 | 6.169.263 | - | 2.160 |
{53}------------------------------------------------
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2025 (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
Foreign Exchange Position
| 31.12.2024 | |||||
|---|---|---|---|---|---|
| TL equivalent | USD | EUR | GBP | Other | |
| 1. Trade Receivables | 2.652.426.946 | 58.438.300 | 15.683.726 | - | 1.863.613 |
| 2a. Monetary Financial Assets | 1.694.287.610 | 22.060.294 | 24.758.311 | 39.429 | 149.402 |
| 2b. Non-Monetary Financial Assets | - | - | - | - | - |
| 3. Other | 336.025.975 | 4.156.211 | 5.132.212 | 23.914 | - |
| 4. Total Current Assets (1+2+3) | 4.682.740.531 | 84.654.804 | 45.574.249 | 63.343 | 2.013.013 |
| 5. Trade Receivables | - | - | - | - | - |
| 6a. Monetary Financial Assets | 1.029.000.171 | 26.681.499 | 2.427.401 | - | - |
| 6b. Non-Monetary Financial Assets | - | - | - | - | - |
| 7. Other | 131.316.499 | 1.112.701 | 2.507.246 | - | - |
| 8. Total Non-Current Assets (5+6+7) | 1.160.316.670 | 27.794.200 | 4.934.647 | - | - |
| 9. Total Assets (4+8) | 5.843.057.201 | 112.449.004 | 50.508.896 | 63.343 | 2.013.013 |
| 10. Trade Payables | 3.241.062.722 | 45.522.042 | 44.373.361 | 36.308 | 2.502 |
| 11. Financial Liabilities | - | - | - | - | - |
| 12a. Other Monetary Liabilities | - | - | - | - | - |
| 12b. Other Non- Monetary Liabilities | 1.108.043.054 | 23.549.079 | 7.528.530 | - | - |
| 13. Total Current Liabilities (10+11+12) | 4.349.105.776 | 69.071.121 | 51.901.891 | 36.308 | 2.502 |
| 14. Trade Payables | - | - | - | - | - |
| 15. Financial Liabilities | 5.484.362.156 | 26.212.737 | 123.866.069 | - | - |
| 16a. Other Monetary Liabilities | - | - | - | - | - |
| 16b. Other Non- Monetary Liabilities. | - | - | - | - | - |
| 17. Total Non-Current Liabilities (14+15+16) | 5.484.362.156 | 26.212.737 | 123.866.069 | - | - |
| 18. Total Liabilities (13+17) | 9.833.467.932 | 95.283.858 | 175.767.960 | 36.308 | 2.502 |
| 19. Off-Balance Sheet Derivative Instruments Net Asset / (Liability) Position (19a-19b) | - | - | - | - | - |
| 19a. Hedged assets | - | - | - | - | - |
| 19b. Hedged liabilities | - | - | - | - | - |
| 20. Net Foreign Exchange Asset / (Liability) Position (9-18+19) | (3.990.410.732) | 17.165.146 | (125.259.064) | 27.035 | 2.010.511 |
| 21. Monetary Items Net Foreign Exchange Asset / (Liabilities) Position | |||||
| (1+2a+3+5+6a-10-11-12a-14-15-16a) | (3.013.684.178) | 39.601.524 | (120.237.780) | 27.035 | 2.010.511 |
| 22. Total Fair Value of Financial Instruments Used for Foreign Exchange Hedge | - | - | - | - | - |
| 23. Foreign Exchange Hedged Portion Amount of Assets | - | - | - | - | - |
| 24. Foreign Exchange Hedged Portion Amount of Liabilities | - | - | - | - | - |
| 25. Export | 1.617.496.216 | 36.603.374 | 8.931.234 | - | - |
| 26. Import | 73.963.921 | 258.070 | 1.777.266 | - | 62.088 |
The rate of hedge of the total liabilities denominated in foreign currency arising from the total imports as of the end of the period is the ratio of the exchange rate risk of the total liabilities denominated in foreign currency to be covered by a derivative instrument. Since the Group has no forward exchange contract and relevant transactions, there is no hedge ratio for the total liabilities denominated in foreign currency.
As at the end of the interim and annual reporting periods, if TL had changed by 10% against USD, EUR and other foreign currencies with all other variables held constant, net foreign exchange gains and losses arising from assets and liabilities denominated in the relevant foreign currencies would have decreased profit/loss for the period before tax by TL (525.437.579) (31 December 2024: TL 399.041.073 higher).
{54}------------------------------------------------
KONTROLMATİK TEKNOLOJİ ENERJİ VE MÜHENDİSLİK ANONİM SİRKETİ AND ITS SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2025 (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
As of 30 September 2025 and 31 December 2024, the exposure of consolidated financial assets to credit risk is as follows:
| Receivables | ||||||
|---|---|---|---|---|---|---|
| 30.09.2025 | Trade Receivables |
Bank deposits | Cash and cash | |||
| Related Party |
Other | Related Party |
Other | (*) | equivalents and other | |
| Maximum exposure to credit risk as of reporting date (A+B+C+D) (1) |
24.871.824 | 4.355.465.913 | 82.120.311 | 962.925.145 | 455.686.268 | 4.056.525 |
| - Maximum risk, secured with guarantees and collaterals | - | - | - | - | - | - |
| A. Net book value of neither past due nor impaired financial assets (2) |
24.871.824 | 4.355.465.913 | 82.120.311 | 962.925.145 | 455.686.268 | 4.056.525 |
| B. Net book value of past due but not impaired financial assets (5) | - | - | - | - | - | - |
| C. Net book value of impaired assets (3) | - | - | - | - | - | - |
| - Past due (gross book value) | - | 121.897.089 | - | - | - | - |
| - Impairment (-) | - | (121.897.089) | - | - | - | - |
| - Secured with guarantees and collaterals | - | - | - | - | - | - |
| - Not past due (gross book value) | - | - | - | - | - | - |
| - Impairment (-) | - | 1 | - | - | ı | 1 |
| - Secured with guarantees and collaterals | - | - | - | - | - | - |
| D. Off-balance sheet expected credit losses (4) | - | - | - | - | - | - |
The Group's credit and collection risk arises from trade receivables. Trade receivables of the Group is trying to be managed as the credit risk by limiting the transactions with certain parties and continuously evaluating the reliability of the related parties in accordance with the Group's policies and procedures. Total credit risk and trade receivables of the Group is presented in the consolidated statement of financial position less provision for doubtful receivables. The credit risk is diversified as a result of large number of entities comprising the customer bases and the penetration to different business segments.
Holding financial instruments also carries the risk that the counterparty will not be able to satisfy to discharge obligations. The Group's collection risk arises mainly from trade receivables. Trade receivables are evaluated in accordance with the Group's policies and procedures and are presented net in the consolidated statement of financial position less doubtful receivables.
The Group has established an effective control system over its customers. The credit risk arising from these transactions is monitored by management, and these risks are limited for each debtor. The Group does not have significant trade receivable risk due to the fact that it has receivables from a large number of customers rather than a small number of customers with significant amounts. Various indicators exist for classifying a receivable as doubtful, including: a) data on uncollectible receivables from previous years, b) the debtor's ability to pay, c) extraordinary conditions arising in the industry and current economic environment, and d) the receivable being subject to litigation due to difficulties in collection.
{55}------------------------------------------------
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2025 (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
| Receivables | ||||||
|---|---|---|---|---|---|---|
| 31.12.2024 | Trade Receivables |
Bank deposits | Cash and cash | |||
| Related Party |
Other | Related Party |
Other | (*) | equivalents and other | |
| Maximum exposure to credit risk as of reporting date (A+B+C+D) (1) |
36.285.266 | 3.303.731.201 | 21.274.804 | 799.112.437 | 2.866.083.780 | 3.658.735 |
| - Maximum risk, secured with guarantees and collaterals | - | - | - | - | - | - |
| A. Net book value of neither past due nor impaired financial assets (2) | 36.285.266 | 3.303.731.201 | 21.274.804 | 799.112.437 | 2.866.083.780 | 3.658.735 |
| B. Net book value of past due but not impaired financial assets (5) | - | - | - | - | - | - |
| C. Net book value of impaired assets (3) | - | - | - | - | - | 1 |
| - Past due (gross book value) | - | 139.518.013 | - | - | - | - |
| - Impairment (-) | - | (139.518.013) | - | - | - | - |
| - Secured with guarantees and collaterals | - | - | - | - | - | - |
| - Not past due (gross book value) | - | - | - | - | 1 | ī |
| - Impairment (-) | - | - | - | - | - | - |
| - Secured with guarantees and collaterals | - | - | - | - | - | - |
| D. Off-balance sheet expected credit losses (4) | - | - | - | - | - | - |
Liquidity risk is the risk that an entity will be unable to meet its net funding requirements. The prudent liquidity risk is mitigated by matching the cash in and out flow volume supported by committed lending limits from qualified credit institutions. The Group provides funding by balancing cash inflows and outflows through the provision of credit lines in the business environment. The table below summarizes the maturity profile of the Group's financial liabilities based on undiscounted payments.
| Total contractual cash | Demand or | ||||
|---|---|---|---|---|---|
| Carrying | outflows | up to 3 | 3-12 months | 1-5 years | |
| Contractual maturities | value | outnows | months | ||
| Non-derivative financial liabilities | 21.658.467.355 | 24.808.488.712 | 5.376.673.736 | 5.934.942.430 | 11.018.332.390 |
| Bank borrowings | 9.804.417.137 | 12.773.665.496 | 870.467.404 | 4.284.892.780 | 5.139.765.155 |
| Finance lease liabilities | 309.475.213 | 337.009.244 | 12.414.588 | 70.859.265 | 253.735.391 |
| Trade payables | 5.309.262.992 | 5.462.501.958 | 4.493.791.744 | 863.710.214 | 105.000.000 |
| Other payables | 6.235.312.014 | 6.235.312.014 | 715.480.170 | 5.519.831.844 |
| Contractual maturities | Carrying value |
Total contractual cash outflows | Demand or up to 3 months | 3-12 months | 1-5 years |
|---|---|---|---|---|---|
| Non-derivative financial liabilities | 18.841.082.989 | 19.418.800.478 | 11.749.642.927 | 2.386.562.302 | 5.282.595.249 |
| Bank borrowings | 9.008.681.508 | 9.315.939.899 | 1.840.274.064 | 2.245.325.119 | 5.230.340.716 |
| Finance lease liabilities | 89.163.395 | 223.999.369 | 30.507.653 | 141.237.183 | 52.254.533 |
| Trade payables | 5.686.403.219 | 5.822.026.343 | 5.822.026.343 | - | - |
| Other payables | 4.056.834.867 | 4.056.834.867 | 4.056.834.867 | - | - |
Following the TAS 39 "Financial Instruments: Classification and Measurement", financial assets are classified as four and financial liabilities are classified as two classes. Financial assets include at fair value ("FV") through profit or loss, held-to-maturity, loans and receivables and available for sale. Financial liabilities include at fair value ("FV") through profit or loss and other financial liabilities.
Fair value measurements are disclosed in the accounting policies for each financial asset and liability, and there are no other events that require any valuation. Carrying values of cash on hand and banks are considered to approximate to their fair values.
The Group classifies the fair value measurements of financial instruments at fair value in the condensed consolidated financial statements according to the market inputs of each financial instrument, using a three-level hierarchy.
{56}------------------------------------------------
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2025 (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
The classification of the Group's condensed consolidated financial assets and liabilities at fair value is as follows:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities: The fair value of financial assets and financial liabilities are determined with reference to quoted market prices.
Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices):
Level 3: Inputs for the asset or liability that are not based on observable market data.
As of 31 December 2024, the details of the inputs to fair value measurement and hierarchy table are as follows:
| Financial assets at fair value | 31 December 2024 | Level 1 | Level 2 | Level 3 |
|---|---|---|---|---|
| Land, buildings | 188.765.009 | - | 188.765.009 | - |
| Investment properties | 21.535.785 | - | 21.535.785 | - |
| 210.300.794 | - | 210.300.794 | - |
| Statement of financial position | 30.09.2025 | |
|---|---|---|
| Inventories | 385.280.972 | |
| Investment properties | 53.478.625 | |
| Property, plant and equipment and intangible assets | 1.653.592.911 | |
| Right of use assets | 29.973.004 | |
| Deferred tax | 45.476.048 | |
| Share capital | (288.526.901) | |
| Goodwill | 197.618.922 | |
| Property, plant and equipment revaluation surplus | (92.291.121) | |
| Share premium | (341.895.324) | |
| Restricted reserves | (17.600.743) | |
| Retained earnings | (387.148.120) | |
| Currency translation differences | (5.819.973) | |
| Statement of profit or loss | ||
| Revenue | (530.280.759) | |
| Cost of sales | 541.750.910 | |
| General administrative expenses | 42.983.809 | |
| Marketing, sales and distribution expenses | 18.651.026 | |
| Research and development expenses | 13.336.743 | |
| Other operating income and expenses | 24.696.381 | |
| Financial income and expenses | 56.478.966 | |
| Current period tax expenses | 1.948.786 | |
| Gains/(losses) on remeasurements of defined benefit plans | 5.656.237 | |
| Net monetary position gains/(losses) | 1.407.360.399 |
The subsidiary of the Group, Pomega Enerji, signed a cooperation agreement with "Jebla Energy" in Mexico regarding the sale of products manufactured by Pomega in Türkiye to the Mexican and Latin American markets and the establishment of a lithium-ion battery production and energy storage system ("ESS") assembly facility. Accordingly, A company named "Pomega Mexica" has been established in Mexico, with 51% effective ownerhsip interest by Pomega Enerji and 49% effective ownerhsip interest owned by the domestic shareholder. As of the reporting date, Pomega Mexica has been registered, and in the first phase, ESS products with a capacity of approximately 3 GWh will be exported from Pomega Türkiye to Mexico for sale, intended for industrial self-consumption purposes. After reaching the targeted sales, construction of the ESS assembly plant is planned to begin between 2027 and 2029, and the battery production plant is planned to be phased.
In accordance with the announcement issued in the Public Disclosure Platform ("PDP") on 24 October 2025, the Group has share capital amounting to TL 4.000.000.000 within registered capital ceiling, and increasing its issued share capital amounting to TL 650.000.000 by 300% to TL 2.600.000.000 through a paid-in share capital increase amounting to TL 1.950.000.000, in accordance with article numbered 33 of the Capital Markets Board's VII -128.1 on Shares, and article numbered 33, regarding the "Report on the Use of Funds to be Obtained from the Paid-in Capital Increase."
{57}------------------------------------------------
KONTROLMATİK TEKNOLOJİ ENERJİ VE MÜHENDİSLİK ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD ENDED 30 SEPTEMBER 2025 (Amounts expressed in Turkish Lira ("TL") in terms of the purchasing power of the TL on 30 September 2025, unless otherwise indicated.)
NOTE 41 – THE OTHER MATTERS WHICH SUBSTANTIALLY AFFECT THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OR ARE REQUIRED TO BE DESCRIBED IN TERMS OF MAKING THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS CLEAR, INTERPRETABLE AND UNDERSTANDABLE
None.
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