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MHR GAYRİMENKUL YATIRIM ORTAKLIĞI A.Ş.

Annual / Quarterly Financial Statement Feb 28, 2025

8842_rns_2025-02-28_a76233e4-296e-42a5-86ee-91b6eb490911.pdf

Annual / Quarterly Financial Statement

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MHR GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ

FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2024 TOGETHER WITH THE INDEPENDENT AUDITORS' REPORT

-

(CONVENIENCE TRANSLATION INTO ENGLISH OF THE INDEPENDENT AUDITORS' REPORT AND FINANCIAL STATEMENTS ORIGINALLY ISSUED IN TURKISH)

MHR GAYRİMENKULYATIRIM ORTAKLIĞI ANONİM ŞİRKETİ

FINANCIAL STATEMENTS AS AT AND FOR THE YEAR 1 JANUARY- 31 DECEMBER 2024

CONTENTS INDEX
INDEPENDENT AUDITOR'S REPORT
STATEMENTS OF FINANCIAL POSITION 1-2
STATEMENTS OF PROFIT OR LOSS AND COMPREHENSIVE INCOME 3
STATEMENTS OF CHANGES IN EQUITY 4
STATEMENTS OF CASH FLOWS 5
NOTES TO THE FINANCIAL STATEMENTS 6 - 45

MHR GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ STATEMENTS OF FINANCIAL POSITION AS AT 31 DECEMBER 2024 AND 31 DECEMBER 2023

(Amounts on tables expressed in Turkish Lira ("TL") unless otherwise indicated.)

Audited Audited
ASSETS Notes 31.12.2024 31.12.2023
Current Assets
Cash and Cash Equivalents 6 650.232.314 1.375.738.221
Financial Investments 7 988.036.214 223.774.588
Inventories 8 65.342.408 -
Trade Receivables 11.928.707 15.786.684
- Related parties 5 71.295 --
- Third parties 10 11.857.412 15.786.684
Other Receivables 23.873.451 6.222.982
- Related parties 11 -- --
- Third parties 11 23.873.451 6.222.982
Prepaid Expenses 12 14.333.663 943.354
Current Income Tax Assets 26 -- --
Other Current Assets 19 99.215 40.702
Total Current Assets 1.753.845.972 1.622.506.531
Non-Current Assets
Other Receivables -- 5.569
- Related parties 11 -- --
- Third parties 11 -- 5.569
Investment Properties 13 5.076.775.689 4.861.962.346
Property, Plant and Equipment 14 83.815.999 18.606.759
Intangible Assets 609.280 742.127
- Other Intangible Assets 15 609.280 742.127
Prepaid Expenses 12 72.189.386 72.189.386
Total Non-Current Assets 5.233.390.354 4.953.506.187
TOTAL ASSETS 6.987.236.326 6.576.012.718

MHR GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ

STATEMENTS OF FINANCIAL POSITION AS AT 31 DECEMBER 2024 AND 31 DECEMBER 2023

(Amounts on tables expressed in Turkish Lira ("TL") unless otherwise indicated.)

LIABILITIES Notes Audited
31.12.2024
Audited
31.12.2023
Current Liabilities
Short-Term Borrowings 9 1.024 --
Trade Payables 14.968.946 1.480.284
- Related parties 10 1.891.567 --
- Third parties 10 13.077.379 1.480.284
Employee Benefits 17 1.700.184 730.965
Other Payables 268.487 --
- Third parties 11 268.487 --
Deferred Income 19.672.606 13.857.516
- Third parties 12 19.672.606 13.857.516
Short-Term Provisions 904.564 470.494
- Other Short-Term Provisions 16 -- --
- Short-Term Provisions for Employee Benefits 904.564 470.494
17
Other Current Liabilities 19 2.877.824 3.793.904
Total Current Liabilities 40.393.635 20.333.163
Non-Current Liabilities
Other Payables 7.322.987 9.095.466
- Third parties 11 7.322.987 9.095.466
Long-Term Provisions 812.018 300.176
- Long-Term Provisions for Employee Benefits 812.018 300.176
17
Deferred Tax Liabilities 27 965.976.563 --
Total Non-Current Liabilities 974.111.568 9.395.642
Total Liabilities 1.014.505.203 29.728.805
EQUITY
Paid-in Share Capital 20 827.000.000 827.000.000
Adjustment to Share Capital 20 2.976.774.348 2.976.774.348
Treasury Shares 20 (106.012.163) --
Share Premium 20 964.865.900 964.865.900
Restricted Reserves 20 106.012.163 --
Retained Earnings 20 1.114.437.564 1.732.544.770
Profit for the Period 28 89.653.311 45.098.895
TOTAL EQUITY 5.972.731.123 6.546.283.913
TOTAL LIABILITIES AND EQUITY 6.987.236.326 6.576.012.718

MHR GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ

STATEMENTS OF PROFIT OR LOSS FOR THE YEARS ENDED 31 DECEMBER 2024 AND 31 DECEMBER 2023

(Amounts on tables expressed in Turkish Lira ("TL") unless otherwise indicated.)

Audited
01.01.-
Audited
01.01.-
Notes 31.12.2024 31.12.2023
Revenue 21 238.957.591 198.824.136
Cost of Sales (-) 21 (20.754.449) (12.778.698)
GROSS PROFIT 218.203.142 186.045.438
General Administrative Expenses (-) 22 (65.188.200) (48.225.537)
Marketing, Sales and Distribution Expenses (-) 22 -- --
Other Operating Income 23 347.318 2.544.836
Other Operating Expenses (-) 23 (1.821.067) (5.718.260)
OPERATING PROFIT 151.541.193 134.646.477
Gains from Investing Activities 24 916.574.858 222.149.273
Losses from Investing Activities (-) 24 -- (142.015.240)
OPERATING PROFIT BEFORE FINANCIAL EXPENSES 1.068.116.051 214.780.510
Financial Income 25 -- --
Financial Expenses (-) 25 -- (16.263)
Gains/(Losses) on Net Monetary Position 26 (569.680.115) (169.665.352)
PROFIT BEFORE TAX FROM CONTINUING OPERATIONS 498.435.936 45.098.895
Tax (Expense) / Income 27 (408.782.625) --
-Deferred Income Tax 27 (408.782.625) --
PROFIT FOR THE PERIOD FROM CONTINUING OPERATIONS 89.653.311 45.098.895
PROFIT FOR THE PERIOD 89.653.311 45.098.895
Earnings per share from continuing operations 28 0.1111 0.0681
TOTAL COMPREHENSIVE INCOME 89.653.311 45.098.895

MHR GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED 31 DECEMBER 2024 AND 31 DECEMBER 2023

(Amounts on tables expressed in Turkish Lira ("TL") unless otherwise indicated.)

Retained Earnings
Paid-in Equity
attributable to
equity
Share Adjustment to Treasury Share Restricted Retained Profit for the holders of the
Balances at 1 January 2023 (Beginning of the period) Note
20
Capital
620.000.000
Share Capital
2.866.068.879
Shares
--
Premium
--
Reserves
--
Earnings
239.096.405
Period
1.493.448.365
parent
5.218.613.649
Transfers 20 -- -- -- -- -- 1.493.448.365 (1.493.448.365) --
Capital Increase 20 207.000.000 110.705.469 -- 964.865.900 -- -- -- 1.282.571.369
Total Comprehensive Income -- -- -- -- -- -- 45.098.895 45.098.895
-
Profit for the Period
28 -- -- -- -- -- -- 45.098.895 45.098.895
-
Other Comprehensive Income
-- -- -- -- -- -- -- --
Balances at 31 December 2023 (End of the period) 20 827.000.000 2.976.774.348 -- 964.865.900 -- 1.732.544.770 45.098.895 6.546.283.913
-- --
Balances at 1 January 2024 (Beginning of the period) 20 827.000.000 2.976.774.348 -- 964.865.900 -- 1.732.544.770 45.098.895 6.546.283.913
Transfers 20 -- -- -- -- -- 45.098.895 (45.098.895) --
Gains/(losses) on
treasury shares
20 -- -- (106.012.163) -- 106.012.163 (106.012.163) -- (106.012.163)
Total Comprehensive Income -- -- -- -- -- -- 89.653.311 89.653.311
-
Profit for the Period
28 -- -- -- -- -- -- 89.653.311 89.653.311
-
Other Comprehensive Income
-- -- -- -- -- -- -- --
Deferred tax effect from
prior periods (Note 2.9, 27)
-- -- -- -- -- (557.193.938) -- (557.193.938)
Balances at 31 December 2024 (End of the period) 20 827.000.000 2.976.774.348 (106.012.163) 964.865.900 106.012.163 1.114.437.564 89.653.311 5.972.731.123

(Amounts on tables expressed in Turkish Lira ("TL") unless otherwise indicated.)

Audited Audited
01.01.2024 01.01.2023
Notes 31.12.2024 31.12.2023
A. CASH FLOWS FROM OPERATING ACTIVITIES (689.703.472) (256.715.201)
Profit for the Period 89.653.311 45.098.897
Adjustments for Reconciliation of Net Profit for the Period 214.500.085 (113.714.042)
Adjustments for depreciation and amortisation charges 14, 15 (3.512.172) 2.168.272
Adjustments for unrealised currency translation differences - --
Adjustments for Provisions 16, 17 1.230.082 302.674
Adjustments for Provisions (Reversals) for Employee Benefits 17 1.182.798 501.199
Adjustments for (Reversals) of Provisions for Lawsuits 16 -- (198.525)
Adjustments for Other Provisions (Reversals) 10 47.284 -
Adjustments for Interest/(Income) and Expenses 25 (439.027.026) (145.399.583)
Adjustments for fair value losses/(gains) (468.129.870) 126.943.803
Adjustments for fair value losses/(gains) on financial assets 24 (235.803.757) --
Other adjustments for fair value losses/(gains) 13 (232.326.113) 126.943.803
Adjustments for tax (income)/expense -- --
Adjustments for Dividend Income (7.009.311) (815.740)
Adjustments for monetary gains and losses 1.123.924.038 (96.913.468)
Changes in Working Capital (993.856.868) (188.100.056)
Decrease / (Increase) in Financial Investments (898.688.213) (98.791.769)
Adjustments for decrease/(increase) in trade receivables 5, 10 (1.041.777) 13.083.587
Related parties (71.295) 13.083.587
Third parties (970.482) --
Adjustments for Decrease / (Increase) in Other Receivables from Operations 5, 11 (19.559.416) (5.996.730)
Third parties (19.559.416) (5.996.730)
Adjustments for Decrease/(Increase) in Inventories 8 (65.342.408) --
Decrease / (Increase) in Prepaid Expenses 12 (35.869.661) (70.793.702)
Adjustments for increase / (decrease) in trade payables 5, 10 13.943.668 (1.091.478)
Related parties 1.891.567 (1.091.478)
Third parties 12.052.101 --
Increase / (Decrease) in Employee Benefits 17 1.193.901 229.141
Adjustments for Increase / (Decrease) in Other Payables from Operations 5, 11 1.541.827 (1.549.845)
Third parties 1.541.827 (1.549.845)
Adjustments for Other Increase/(Decrease) in Working Capital (109.366) (18.540.614)
Increase / (Decrease) in Deferred Income 10.074.577 (4.648.646)
B. CASH FLOWS FROM INVESTING ACTIVITIES
Cash outflows arising from the acquisition of property, plant and equipment and
(44.066.483)
(15.075.518)
1.255.962.495
(5.424.131)
intangible assets 14, 15
Dividends Received 7.009.311 815.740
Cash outflows from purchase of investment properties (36.000.276) (3.159.071)
Capital Increase -- 298.864.057
Cash inflows from share premium and other equity instruments -- 964.865.900
C. CASH FLOWS FROM FINANCING ACTIVITIES 431.134.884 145.368.280
Cash inflows / (outflows) arising from borrowings, net 9 1.024 (31.303)
Interest received / (paid) 25 431.133.860 145.399.583
D. EFFECT OF CURRENCY TRANSLATION DIFFERENCES ON CASH AND -- --
CASH EQUIVALENTS
MONETARY LOSSES AND GAINS ON CASH AND CASH EQUIVALENTS (430.764.005) 115.754.884
NET INCREASE/DECREASE IN CASH AND CASH EQUIVALENTS (733.399.076) 1.260.370.458
E. CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD 6 1.375.738.224 115.367.766
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD 6 642.339.148 1.375.738.224

MHR GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ

NOTES TO THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2024 (Amounts are expressed in Turkish Lira ("TL") unless otherwise indicated.)

NOTE 1 – COMPANY'S ORGANISATION AND NATURE OF OPERATIONS

MHR Gayrimenkul Yatırım Ortaklığı Anonim Şirketi ("the Company" or "MHR GYO") (formerly known as "MHR Gayrimenkul Yatırımları Anonim Şirketi") was established on 11 October 2011. The former title of the Company was AND Anadolu Gayrimenkul Yatırımları Anonim Şirketi, which was changed to MHR Gayrimenkul Yatırımları Anonim Şirketi on 6 April 2021 and MHR Gayrimenkul Yatırım Ortaklığı Anonim Şirketi on 12 January 2023.

The business activity of the Company ensuring itsel as a public joint stock company with registered share capital in the nature of a capital market institution established to issue shares in order to operate a portfolio consisting of real estates, real estate projects, real estate based rights, capital market instruments and other assets and rights to be determined by the Capital Markets Board and to carry out other activities permitted by the capital markets legislation.

The registered address of the Company is as follows:

İçerenköy, Umut Sok. No:10-12, 34752 Quick Tower Ataşehir/İstanbul, Türkiye.

The main shareholders and ultimate controlling party of the Company as of 31 December 2024 are Quick Sigorta Anonim Şirketi and Corpus Sigorta Anonim Şirketi (Note 19).

As of 31 December 2024, the Company has 14 employees (31 December 2023: 8).

Approval of the financial statements:

The financial statements of the Company were approved by the Board of Directors on 26 February 2025. The General Assembly is authorised to amend the financial statements.

NOTE 2 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS

2.1. Preparation of Financial Statements

The accompanying financial statements have been prepared in accordance with the Capital Markets Board ("CMB") Communiqué Serial II, No: 14.1 "Communiqué on the Principles of Financial Reporting in Capital Markets" ("the Communiqué") published in the Official Gazette dated 13 June 2013 and numbered 28676. The Company maintains its books of account in accordance with the Turkish Commercial Code ("TCC") and Turkish Tax Legislation in accordance with the Uniform Chart of Accounts issued by the Ministry of Finance.

2.2. Basis of Presentation

Declaration of Conformity with TFRS

The accompanying financial statements have been prepared in accordance with the Communiqué Serial II, No: 14.1 "Communiqué on the Principles of Financial Reporting in Capital Markets" published in the Official Gazette No: 28676 dated 13 June 2013 and in accordance with the Turkish Financial Reporting Standards ("TFRS") promulgated by the Public Oversight Accounting and Auditing Standards Authority ("POA").

The financial statements are presented in accordance with the formats specified in the "Announcement on TFRS Taxonomy" published by POA on 4 October 2022 and the Financial Statement Examples and Illustrative User Guide published by CMB.

MHR GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ

NOTES TO THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2024 (Amounts are expressed in Turkish Lira ("TL") unless otherwise indicated.)

2.3. Functional and Presentation Currency

The financial statements of the Company are presented in the currency of the primary economic environment in which the entity operates. The results and financial position of the Company are expressed in TL (Turkish Lira), which is the functional currency of the Company and the presentation currency for the financial statements.

2.4. Restatement of Financial Statements in Hyperinflationary Periods

In accordance with the announcement made 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 relevant 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. In prior period financial statements, comparative information is expressed in terms of the measuring unit current at the end of the reporting period. Therefore, the Company has also presented its financial statements as of 31 December 2023 on the basis of the purchasing power as of 31 December 2024.

In accordance with the CMB's decision on 28 December 2023 and numbered 81/1820, issuers and capital market institutions subject to financial reporting regulations applying Turkish Accounting/Financial Reporting Standards are required to apply inflation accounting by applying the provisions of TAS 29 starting from the annual financial reports for the accounting periods ending on 31 December 2023.

Restatements in accordance with TAS 29 have been made using the adjustment factor derived from the Consumer Price Index ("CPI") in Türkiye published by the Turkish Statistical Institute ("TURKSTAT"). As at 31 December 2024, the indices and conversion factors used in the restatement of financial statements are as follows:

Date Index Conversion Factor Three-Year Compound
Inflation Rate
31 December 2024 2.684,55 1.00000 291%
31 December 2023 1.859,38 1.44379 268%
31 December 2022 1.128,45 2.37897 156%

The main components and items of the restatement for the purpose of financial reporting in hyperinflationary economies are as follows:

  • The 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 prior 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.
  • 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.

MHR GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ

NOTES TO THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2024 (Amounts are expressed in Turkish Lira ("TL") unless otherwise indicated.)

  • All items in the statement of comprehensive income, except for the effect of non-monetary items in the statement of financial position on the statement of comprehensive income, have been restated by applying the multiples calculated over the periods in which the income and expense accounts were initially recognised in the financial statements.
  • The effect of inflation on the Company's net monetary asset position in the current period is recognised in the statement of profit or loss in the net monetary position gains/(losses) account.

2.5. Comparatives and Restatement of Prior Period Financial Statements

The accompanying financial statements are prepared comparatively with the prior period in order to determine the trends in the financial position, performance and cash flows of the Company. When the presentation or classification of items in the financial statements is changed, prior period financial statements are also reclassified accordingly to ensure comparability and necessary explanations are disclosed for such changes.

The accounting policies adopted in the preparation of the financial statements are the same as those adopted in the most recent annual financial statements. The financial statements as at and for the year ended 31 December 2024 are presented comparatively with the financial information, the prior period as at and for the year ended 31 December 2023,

Accounting estimates are made on the basis of reliable information and reasonable estimation methods. However, estimates are revised if there is a change in the circumstances under which the estimate was made, new information is obtained or additional developments incur.

If the effect of a change in an accounting estimate relates to only one period, it is recognised in the current period in which the change is made; if the effect of the change in an accounting estimate relates to future periods, it is recognised both in the current and future periods prospectively in the financial statements in a manner that takes into account in determining the profit or loss for the period.

The nature and amount of any change in an accounting estimate that has an effect on the result of operations in the current period or is expected to have an effect on subsequent periods is disclosed in the notes to the financial statements, except where it is not possible to estimate the effect on future periods.

The current period financial statements of the Company 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 financial statements.

2.6. New and Revised Turkish Financial Reporting Standards

New and Revised Standards and Interpretations

As of 31 December 2024, the accounting policies adopted in preparation of the financial statements for the year ended 31 December 2024 are consistent with those of the previous financial year, except for the adoption of new and amended TFRS and TFRS interpretations effective as of 1 January 2024.

a) The standards, amendments and interpretations effective from 1 January 2024

  • Amendments to TAS 1 - Classification of liabilities as current and non-current

  • Amendments to TFRS 16 - Lease liabilities in sale and leaseback transactions

  • Amendments to TAS 7 and TFRS 7 - Disclosures: Supplier financing arrangements

The amendments did not have a significant material influence on the financial position and performance of the Company.

MHR GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ

NOTES TO THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2024 (Amounts are expressed in Turkish Lira ("TL") unless otherwise indicated.)

b) Standards issued but not yet effective and not early adopted

The new standards, interpretations and amendments to existing standards that are issued but not yet effective up to the date of authorisation of the financial statements and have not been early adopted by the Company are as follows. The Company will make the necessary changes if not indicated otherwise, which will be affecting the financial statements and disclosures, when the new standards and interpretations become effective.

  • Amendments to TFRS 10 and TAS 28: Sale or Contribution of Assets by an Investor Entity to an Associate/Joint Venture

  • Amendments to TAS 21 – Lack of exchangeability

The Company will assess the material influence of these amendments.

  • TFRS 17 - New Insurance Contracts

The standard is not applicable for the Company.

c) Amendments effective from the effective period of publication

  • Amendments to TAS 12 - International Tax Reform - Second Pillar Model Rules

These amendments do not have a significant material influence on the financial position and performance of the Company.

d) Amendments issued by the International Accounting Standards Board (IASB) but not issued by POA

The following amendments to TFRS 9 and TFRS 7 and Annual Improvements to TFRS Accounting Standards, TFRS 18 and TFRS 19 are issued by the IASB but not yet adapted/issued by POA. Therefore, they do not form part of TFRS. The Company will make the necessary changes to its financial statements after the new standards and amendments are issued and become effective under TFRS.

  • Amendments to TFRS 9 and TFRS 7 - Classification and Measurement of Financial Instruments

  • Contracts Relating to Nature-Dependent Electricity (Amendments to TFRS 9 and TFRS 7)'.

  • TFRS 18 - Presentation and Disclosures in Financial Statements

The Company is in the process of assessing the potential material influence of the standards, amendments and improvements on the financial position and performance of the Company.

-TFRS 19 — Subsidiaries without Public Accountability: Disclosures

The standard is not applicable for the Company.

2.7. Netting / Offsetting

Financial assets and liabilities are offset and the net amount is recognised in the statement of financial position 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.

2.8. Accounting Policies, Changes in Accounting Estimates and Errors

Changes in accounting policies resulting from the first-time adoption of a new standard are applied retrospectively or prospectively in accordance with the transition requirements, if any. Changes that do not include any transitional provisions, significant optional changes in accounting policies or identified accounting errors are applied retrospectively and prior period financial statements are restated. If the changes in accounting estimates are for only one period, they are applied in the period in which the change is made and if they are for future periods, they are applied both in the period in which the change is made and prospectively.

MHR GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ

NOTES TO THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2024 (Amounts are expressed in Turkish Lira ("TL") unless otherwise indicated.)

2.9. Summary of Significant Accounting Policies

Related parties

A related party is a person or entity that is related to the entity that is preparing its financial statements (referred to as the 'reporting entity')

  • (a) A person or a close member of that person's family is related to a reporting entity if that person:
  • o (i) has control or joint control over the reporting entity;
  • o (ii) has significant influence over the reporting entity; or
  • o (iii) is a member of the key management personnel of the reporting entity or of a parent of the reporting entity.
  • (b) An entity is related to a reporting entity if any of the following conditions applies:
  • o (i) The entity and the reporting entity are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others).
  • o (ii) One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member).
  • o (iii) Both entities are joint ventures of the same third party.
  • o (iv) One entity is a joint venture of a third entity and the other entity is an associate of the third entity.
  • o (v) The entity is a post-employment defined benefit plan for the benefit of employees of either the reporting entity or an entity related to the reporting entity. If the reporting entity is itself such a plan, the sponsoring employers are also related to the reporting entity.
  • o (vi) The entity is controlled or jointly controlled by a person identified in (a).
  • o (vii) A person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity).
  • o (viii) The entity, or any member of a group of which it is a part, provides key management personnel services to the reporting entity or to the parent of the reporting entity.

For the purpose of the financial statements, shareholders, key management personnel and Board members, in each case together with their families and companies controlled by or affiliated with them, associates and joint ventures are considered and referred to as related parties.

Revenue

In accordance with TFRS 15 "Revenue from Contracts with Customers", which entered into force on 1 January 2018, the Company recognises revenue in its financial statements within the scope of the fivestage model below.

  • (a) Determining contracts with customers,
  • (b) Determine the performance obligations in the contract,
  • (c) Determining the transaction price in the contract,
  • (d) Allocating the transaction price to the performance obligations in the contract,
  • (e) Recognition of revenue when each performance obligation is satisfied.

Rent income from property leases

Rental income from property is recognised on an accrual basis on a straight-line basis over the term of the relevant lease. If the Company provides benefits to its lessees, these are recognised as a reduction of rent income over the lease term.

MHR GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ

NOTES TO THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2024 (Amounts are expressed in Turkish Lira ("TL") unless otherwise indicated.)

Office sales

Revenue is recognised when the property (office) is transferred to the customer and the performance obligation specified in the contract is satisfied. The property is transferred when the control of the property is transferred to the customer.

Inventories

Inventories are valued at the lower of cost or net realisable value, adjusted for the effects of inflation. Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and estimated costs necessary to make the sale. When the net realisable value of inventories is less than cost, the inventories are written down to their net realisable value and the expense is included in the statement of profit or loss in the period the write-down or loss occurred.

An impairment loss is reversed when the circumstances that previously caused inventories to be written down to net realisable value no longer exist or when there is evidence of an increase in net realisable value due to changing economic conditions. The reversed amount is limited to the amount of impairment.

As of 31 December 2024 and 2023, the Company has no impairment on inventories.

Inventories of property construction projects

Land acquired for the use in property construction projects is recognised under inventories. Land is valued at the lower of cost or net realisable value.

Real estate construction projects

Direct costs include indirect costs, raw materials and borrowing costs that are attributable to the project and that are directly attributable to the construction work involved in the project. These inventories are valued at the lower of cost or net realisable value.

Investment Properties

Investment properties are properties held to earn rentals and/or for capital appreciation and are initially measured at cost plus transaction costs.

Subsequent to initial recognition, investment properties are measured at fair value, which reflects and represents market conditions at the balance sheet date. Gains or losses arising from changes in the fair value of investment properties are recognised in the statement of profit or loss in the period in which they incurred.

Investment properties are derecognised when they are disposed of or when they become obsolete and no future economic benefits are expected from their disposal. Any gains or losses on the retirement or disposal of an investment property are recognised in profit or loss in the period in which they incurred. Land that has not been determined how it will be used in the future is classified as investment property if there is no decision to dispose it in the short-term, estimating that the land is held for the purpose of obtaining capital income arising from real estate.

Transfers are recognised when there is a change in use of the investment property. For a transfer from investment property measured at fair value through profit or loss to owner-occupied property, the estimated cost of the transfer is the fair value of the property at the date of the change in use. When an owner-occupied property is converted into an investment property to be recognised on a fair value, the entity applies the same accounting policy as for property, plant and equipment until the date of the change in use.

The details of the investment properties are disclosed in Note 13.

MHR GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ

NOTES TO THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2024 (Amounts are expressed in Turkish Lira ("TL") unless otherwise indicated.)

Property, Plant and Equipment

Property, plant and equipment are carried at cost less accumulated depreciation and impairment losses. Land and land improvements are not depreciated and are carried at cost less impairment losses. Assets under construction for administrative or other purposes not yet determined are carried at cost less impairment losses, if any.

Legal fees and charges are also included in the relevant cost. When the construction of these assets is completed and they are ready for their intended use, they are classified under property, plant and equipment. Such assets are depreciated when they are ready for use, in accordance with the depreciation method used for other property, plant and equipment.

The cost of property, plant and equipment, other than land and construction in progress, is depreciated on a straight-line basis over their estimated useful lives. The estimated useful lives, residual values and depreciation method are reviewed at the end of the each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

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

Intangible Assets

Acquired intangible assets with finite useful lives are carried at cost less accumulated amortisation and impairment losses. These assets are amortised on a straight-line basis over their estimated useful lives. The estimated useful lives and depreciation method are reviewed at the end of the each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.

Financial Instruments

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

A regular way purchase or sale of financial assets is recognised and derecognised using either trade date or settlement date accounting.

The Company classifies its financial assets as measured at amortised cost or at fair value through profit or loss on subsequent recognition based on the characteristics of the contractual cash flows of the financial asset. An entity reclassifies all affected financial assets only when it changes its business model for managing financial assets. Reclassification of financial assets is applied prospectively from the date of reclassification. In such cases, no adjustment is made to previously recognised gains, losses (including impairment gains or losses) or interest.

Classification of financial assets

Financial assets that meet the following conditions are subsequently measured at amortised cost:

-Business model test: The objective of the entity's business model is to hold the financial asset to collect the contractual cash flows (rather than to sell the instrument prior to its contractual maturity to realise its fair value changes).

-Cash flow characteristics test: The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

MHR GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ

NOTES TO THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2024 (Amounts are expressed in Turkish Lira ("TL") unless otherwise indicated.)

Financial assets that meet the following conditions are measured at fair value through other comprehensive income:

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

If a financial asset is not measured at amortised cost or at fair value through other comprehensive income, it is measured at fair value through profit or loss.

On initial recognition, the Company may make an irrevocable election to present subsequent changes in the fair value of an investment in an equity instrument not held for trading in other comprehensive income.

Amortised cost and effective interest method

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

  • (a) Financial assets that are credit-impaired when purchased or originated. For such financial assets, the entity applies the credit-adjusted effective interest rate to the amortised cost of the financial asset from initial recognition.
  • (b) Financial assets that are not credit-impaired financial assets when acquired or originated, but subsequently become credit-impaired financial assets. For such financial assets, the entity applies the effective interest rate to the amortised cost of the asset in subsequent reporting periods.

Impairment of financial assets

The Company recognises a provision for impairment in the financial statements for expected credit losses on debt instruments, lease receivables, trade receivables, assets arising from contracts with customers and investments in financial guarantee contracts that are measured at amortised cost or at fair value through other comprehensive income. The amount of expected credit loss is revised at each reporting date to reflect changes in the credit risk since the initial recognition of the financial asset.

The Company uses the simplified approach for trade receivables, assets arising from contracts with customers and lease receivables that do not have a significant financing element and calculates impairment losses in an amount equal to the expected credit loss over the life of the related financial assets.

For all other financial instruments, the Company recognises lifetime-expected credit losses if there has been a significant increase in credit risk since initial recognition. However, if the credit risk of the financial instrument has not increased significantly since initial recognition, the Company recognises a loss allowance for that financial instrument at the 12-month expected credit loss amount.

Measurement and recognition of expected credit losses

The measurement of expected credit losses is a function of the probability of default, the loss given default (i.e. the magnitude of the loss given default) and the amount at risk given default. The assessment of the probability of default and loss given default is based on historical data adjusted with forward-looking information. The amount at risk of default for financial assets is recognised at the gross carrying amount of the assets at the reporting date.

The expected credit loss on financial assets is the present value of the difference between the Company's contractual cash flows that will be realised as they fall due and the cash flows that the Company expects to collect (all cash shortfalls), calculated using the initial effective interest rate (or credit-adjusted effective interest rate for financial assets that were credit-impaired when acquired or originated).

MHR GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ

NOTES TO THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2024

(Amounts are expressed in Turkish Lira ("TL") unless otherwise indicated.)

Derecognition of financial assets

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

When a financial asset measured at amortised cost is derecognised, the difference between the carrying amount of the asset and the consideration received or receivable is recognised in profit or loss. In addition, on derecognition of a debt instrument measured at fair value through other comprehensive income, the cumulative gain or loss previously accumulated in the revaluation reserve relating to that instrument is reclassified to profit or loss. On derecognition of an equity instrument that the Company has elected to measure at fair value through other comprehensive income at initial recognition, the cumulative gain or loss previously accumulated in the revaluation reserve is not recognised in profit or loss but transferred directly to retained earnings.

Financial liabilities

An entity measures a financial liability at fair value on initial recognition. Transaction costs that are directly attributable to the acquisition or issue of the financial liability are added to the fair value on initial measurement, except for liabilities at fair value through profit or loss.

The entity classifies all financial liabilities as measured at amortised cost on subsequent recognition, except for the following:

(a) Financial liabilities at fair value through profit or loss: These liabilities, including derivative instruments, are measured at fair value on subsequent recognition.

(b) Financial liabilities that arise when the transfer of a financial asset does not meet the derecognition criteria or when the continuing relationship approach is applied: When an entity continues to recognise an asset in the financial statements to the extent of the continuing relationship, it also recognises a liability in the financial statements. The transferred asset and the related liability are measured to reflect the rights and obligations that the entity continues to hold. The liability associated with the transferred asset is measured in the same way as the net carrying amount of the transferred asset.

(c) Contingent consideration recognised by the acquirer in a business combination to which TFRS 3 applies: After initial recognition, changes in the fair value of such contingent consideration are measured at fair value through profit or loss.

The entity does not reclassify any financial liabilities as of the reporting date.

Derecognition of financial liabilities

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

Provisions, Contingent Liabilities and Contingent Assets

Provisions are recognised when the Company has a present obligation as a result of a past event, it is probable that the Company will be required to settle that obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the most reliable estimate of the expenditure required to settle the obligation at the balance sheet date, taking into account the risks and uncertainties associated with the obligation. If the provision is measured using the estimated cash flows required to settle the present obligation, the carrying amount of the provision is equal to the present value of those cash flows.

When some or all of the economic benefits required to settle a provision are expected to be recovered

MHR GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ

NOTES TO THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2024 (Amounts are expressed in Turkish Lira ("TL") unless otherwise indicated.)

from a third party, the receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

Taxes on income

Current period tax expense

In accordance with the Article 5/1(d) (4) of the Corporate Tax Law No. 5520 ("CTL"), earnings from real estate investment trusts are exempt from Corporate Tax.

Considering the law No. 7524 introduced certain conditions for the corporate tax exemption to be applied to the earnings of REITs as of 1 January 2025. Accordingly, if at least 50% of the earnings from immovable properties are distributed as dividends, the tax rate applied to corporate income will be 10%. Therefore, the tax rate of 30% applicable to retained earnings is used in the calculation of current and deferred tax assets and liabilities.

Deferred tax

Deferred tax liabilities or assets are calculated by multiplying taxable or deductible temporary differences in the financial statements as of 31 December 2024 by the 30% tax rate that will be effective for the period after 1 January 2025. In accordance with the letter on "Reporting of Tax Amounts in Real Estate Investment Trusts and Real Estate Investment Funds" announced by POA to real estate investment trusts on 12 February 2025, deferred tax liability arising from the change in legislation in the financial statements as at and for the year ended 31 December 2024, the effect of 2023 and before is recognised in retained earnings or losses under equity and the effect of 2024 is recognised in the statement of profit or loss.

Employee benefits

Employment termination benefits

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

The employment termination benefit as liability recognised in the statement of financial position is calculated by estimating the net present value of the future probable obligation of the Company arising from the retirement of all employees and recognised in the financial statements.

Share capital and dividends

Common shares are classified as share capital. Capital increases in proportion to the shares held are recognised at the nominal value at which they are authorised. Dividends on common shares are recognised in equity in the period in which they are declared.

Earnings per share

Earnings per share disclosed in the statement of profit or loss are determined by dividing net income by the weighted average number of shares that have been outstanding during the period concerned.

In Türkiye, companies can increase their share capital by making a pro-rata distribution of shares ("bonus shares") to existing shareholders from retained earnings and inflation adjustment to shareholders' equity. For the purpose of earnings per share, such bonus shares are considered as issued shares. Therefore, the weighted average number of shares used in the computation of earnings per share is derived by applying the bonus issue retrospectively from the beginning of the previous reporting period.

MHR GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ

NOTES TO THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2024 (Amounts are expressed in Turkish Lira ("TL") unless otherwise indicated.)

Treasury shares

When an entity repurchases its own equity instruments, such instruments are recognised as "treasury shares" as a deduction from equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of an entity's equity instruments and any amounts received or paid in respect of such transactions are recognised directly in equity.

Events after the reporting date

Events after the reporting period are those events, which occur between the balance sheet date and the date when the financial statements are authorized for issue.The Company adjusts the amounts recognised in its financial statements to reflect the adjusting events after the balance sheet date. If nonadjusting events after the balance sheet date have material influence on the economic decisions of users of the financial statements, they are disclosed in the notes to the financial statements.

Statements of cash flows

The Company prepares statements of cash flows in order to inform the users of the financial statements about the changes in its net assets, its financial structure and its ability to manage the amount and timing of its cash flows according to changing conditions. In the statement of cash flows, cash flows for the period are classified and reported based on operating, investing and financing activities.

Cash flows from operating activities represent cash flows from operating activities of the Company.

Cash flows from investing activities represent the cash flows used in and generated from investing activities of the Company.

Cash flows from financing activities represent the resources used by the Company in financing activities and the repayments of these resources.

2.10. Significant Accounting Estimates and Assumptions in the Application of Accounting Policies

The preparation of the financial statements requires management to make estimates and assumptions that have material influence on the reported amounts of assets and liabilities and disclosed contingent assets and contingent liabilities at the date of the balance sheet and the reported amounts of revenue and expenses during the period. Although these estimates are based on management's best judgement and knowledge, actual results may differ from these estimates.

Fair value of investment property

The Company has recognised investment properties at fair value in the financial statements. The assumptions used in determining the fair value of properties classified as investment property in the financial statements are disclosed in Note 13. As of 31 December 2024, the fair value of the investment properties has been determined by TSKB Gayrimenkul Değerleme Anonim Şirketi, an independent appraisal firm. As of the date of the appraisal report, TSKB Gayrimenkul Değerleme Anonim Şirketi is a real estate appraisal firm authorised by CMB and provides real estate appraisal services in accordance with the capital market legislation and has sufficient experience and qualifications in the fair value measurement of the properties in the relevant regions.

Property Location/Region Valuation Method Report Date
Quick Tower Kozyatağı/Istanbul Market Approach 31.12.2024
Maidan İş ve Yaşam Merkezi Çankaya/Ankara Market Approach 06.01.2025
159 bağımsız bölüm İş yeri Konak/Izmir Market Approach 06.01.2025

MHR GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ

NOTES TO THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2024 (Amounts are expressed in Turkish Lira ("TL") unless otherwise indicated.)

As of 31 December 2024 and 2023, the information given in the note "Control of Compliance with Portfolio Restrictions" is summary information derived from the financial statements in accordance with Article 16 of the CMB Communiqué Serial: II, No: 14.1 "Communiqué on Principles Regarding Financial Reporting in Capital Markets" and is in the nature of summary information derived from the financial statements in accordance with Article 16 of the Communiqué Serial: III, No: 48.1 "Principles Regarding Real Estate Investment Trusts" published in the Official Gazette No: 28660 on 28 May 2013: III, No: 48.1 "Communiqué on Principles Regarding Real Estate Investment Trusts" published in the Official Gazette numbered 28660 on 28 May 2013 and Serial: III, No: 48.1a published in the Official Gazette numbered 28891 on 23 January 2014: III, No: 48.1a "Communiqué on the Amendment to the Communiqué on Principles Regarding Real Estate Investment Trusts numbered 28891.

The additional note "Controlling Compliance with Portfolio Restrictions" has been prepared based on the data in the accompanying financial statements.

NOTE 3 - BUSINESS COMBINATIONS

None.

NOTE 4 – OPERATING SEGMENTS

The operating activity of the Company is a public joint stock company with registered capital, which is a capital market institution established to issue shares in order to operate a portfolio consisting of real estates, real estate projects, real estate-based rights, capital market instruments and other assets and rights to be determined by the Capital Markets Board and to carry out other activities authorised by the capital markets legislation. The Company's field of activity, the nature and economic characteristics of its commercial transactions, the classification of customers according to their risks and the methods used in carrying out its activities are similar. In addition, the Company's organisational structure has been established in such a way that the Company manages a single activity instead of managing the Company in separate departments involving different activities. For these reasons, the Company's operations are considered as a single operating segment and the Company's operating results, the determination of the resources to be allocated to these activities and the review of the performance of these activities are evaluated within this framework.

NOTE 5 - RELATED PARTY DISCLOSURES

a) Due from related parties

31.12.2024 31.12.2023
Quick Finansman A.Ş. 18.000 --
Q Tower Gayrimenkul Yönetim ve Enerji Tic. A.Ş. 53.295 --
Total 71.295 --
b) Due to related parties
31.12.2024 31.12.2023
Quick Sigorta A.Ş. 73.894
Corpus Sigorta A.Ş. 1.674.767
Maher Yatırım Holding A.Ş. 105.274 --
Valde Bilişim Teknolojileri A.Ş. 37.632 --
Total 1.891.567 --

MHR GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ

NOTES TO THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2024 (Amounts are expressed in Turkish Lira ("TL") unless otherwise indicated.)

c) Sales to related parties

01.01.- 01.01.-
31.12.2024 31.12.2023
Quick Sigorta A.Ş. 24.363.230 16.255.964
Corpus Sigorta A.Ş. 17.884.486 12.903.105
Maher Yatırım Holding A.Ş. 2.163.140 1.481.229
QPay Elektronik Para ve Ödeme Hizmetleri A.Ş. 1.319.628 3.415.081
Quick Finansman A.Ş. 5.631.278 3.531.025
Quick Hayat Sigorta A.Ş. 2.412.420 18.470
Valde Bilişim Teknolojileri A.Ş. 1.189.570 1.407.385
Qcar Araç Kiralama ve Mobilite Hizmetleri A.Ş. 2.303.774 63.710
Qc İnşaat Proje Mümessillik Gayrimenkul Yatırım A.Ş. 1.265.811 568.828
Q Tower Gayrimenkul Yönetim ve Enerji Tic. A.Ş. 505.568 200.246
Total 59.038.905 39.845.043

d) Purchases from related parties

01.01.- 01.01.-
31.12.2024 31.12.2023
Corpus Sigorta A.Ş. 2.908.263 67.386
Maher Yatırım Holding A.Ş. 17.269.368 14.568.423
Quick Sigorta A.Ş. 1.617.833 2.376.200
Quick Finansman A.Ş. 68.916 1.585.052
Valde Bilişim Teknolojileri A.Ş. 352.722 686.735
Q Tower Gayrimenkul Yönetim ve Enerji Tic. A.Ş. 1.928.252 2.220.169
Qc İnşaat Proje Mümessillik Gayrimenkul Yatırım AŞ 35.063.668 --
Qcar Araç Kiralama ve Mobilite Hizmetleri A.Ş. 3.306.674 --
Total 62.515.696 21.503.965

e) Related party transactions

01.01.- 01.01.-
Sales to related parties 31.12.2024 31.12.2023
Rent 58.633.797 37.538.911
Decoration reflection fees and charges -- 2.098.148
Consultancy fee -- --
Cost reflection fee 405.108 207.984
Total 59.038.905 39.845.043
01.01.- 01.01.-
Purchases from related parties 31.12.2024 31.12.2023
Subscription costs, fees and charges 1.120.773 1.368.305
Purchase of property, plant and equipment 265.737 2.341.955
Insurance policy cost 3.003.932 238.426
Cost reflection fee 37.902.157 1.210.893
Management service fee 6.873.428 3.523.493
Consultancy fee (*) 10.043.009 10.852.373
Cost of decoration -- 1.281.788
Motor vehicle rent expenses 3.306.660 --

Other -- 686.732 Total 62.515.696 21.503.965

(*) The balance arises from consultancy services received from Maher Yatırım Holding A.Ş.

MHR GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ

NOTES TO THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2024 (Amounts are expressed in Turkish Lira ("TL") unless otherwise indicated.)

f) Remuneration and other benefits provided to key management personnel

01.01.- 01.01.-
31.12.2024 31.12.2023
Remuneration and other benefits provided to key management personnel 13.976.357 8.741.073
Total0 13.976.357 8.741.073

NOTE 6 - CASH AND CASH EQUIVALENTS

Cash and cash equivalents of the Company as of 31 December 2024 and 2023 are as follows:

31.12.2024 31.12.2023
Banks 650.232.314 1.375.738.221
- Demand deposits 15.032.377 2.070.614
- Time deposits 635.199.937 1.373.667.607
Cash and cash equivalents in the statement of financial position 650.232.314 1.375.738.221
Interest rediscount (7.893.166) -
Cash and cash equivalents in the statement of cash flows, net 642.339.148 -

As of 31 December 2024, the effective interest rate of TL denominated time deposits of the Company is between 35% and 48.50% and the maturity dates are between 2 January 2025 and 26 March 2025. The Company has no time deposits denominated in foreign currencies.

As of 31 December 2023, the effective interest rate of TL denominated time deposits of the Company is between 35% and 48% and the maturity dates are between 2 January 2024 and 26 March 2024. The Company has no time deposits denominated in foreign currencies.

NOTE 7 - FINANCIAL INVESTMENTS

Financial assets at fair value through profit or loss

Financial Investments 31.12.2024 31.12.2023
Share certificates 193.458.617 223.774.588
Mutual Funds(*) 433.075.830 --
Total 626.534.447 223.774.588

(*) Mutual and investment funds consist of money market funds established by İş Portföy Yönetimi Anonim Şirketi and Yapı Kredi Portföy Yönetimi Anonim Şirketi and are carried at fair value and the valuation differences are recognised in profit or loss in the accompanying financial statements.

31.12.2024 31.12.2023
Share Certificates Cost Fair value
(Stock
exchange)
Cost Fair value
(Stock
exchange)
Quoted on Borsa Istanbul (BIST) 129.453.580 193.458.617 178.166.277 223.774.588
TCELL
THYAO
KOZAL
13.344.825
30.279.000
30.208.287
52.571.200
63.225.000
25.720.201
17.017.204
43.715.365
43.614.368
44.508.366
74.261.221
32.118.555
SISE
TUPRS
27.606.579
28.014.889
22.752.960
29.189.256
39.298.975
34.520.365
35.723.351
37.163.095
Total 129.453.580 193.458.617 178.166.277 223.774.588

Financial assets measured at amortised cost

Financial Investments 31.12.2024 31.12.2023
Private sector bonds 361.501.767 --
Total 361.501.767 --

MHR GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ

NOTES TO THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2024 (Amounts are expressed in Turkish Lira ("TL") unless otherwise indicated.)

NOTE 8 - INVENTORIES

Inventories 31.12.2024 31.12.2023
Semi-finished products(*) 65.342.408 --
Total 65.342.408 --

(*) The "Programme Management and Construction Contract" was signed between the Company and Tepe İnşaat Sanayi Anonim Şirketi as the main contractor for the residential project that the Company plans to develop on a 10.795 m2land with an area of 10.795 m2 , in Kurtköy, Pendik, Istanbul and registered on Block numbered 4000, Parcel numbered 8 of the title deed, on the basis of cost + profit method on 17 July 2024.

NOTE 9 - BORROWINGS

The details of short-term borrowings as of 31 December 2024 and 2023 are as follows:

Short-Term Trade Receivables 31.12.2024 31.12.2023
Other Short-Term Borrowings 1.024 --
Total 1.024 --

As of 31 December 2024 and 2023, the Company has no long-term borrowings.

NOTE 10 - TRADE RECEIVABLES AND PAYABLES

As of 31 December 2024 and 2023, the breakdown of short-term trade receivables is as follows:

Short-Term Trade Receivables 31.12.2024 31.12.2023
Due from third parties 11.857.412 15.786.684
- Customers 11.857.412 15.786.684
- Doubtful Trade Receivables 47.284 --
- Provision for Doubtful Trade Receivables (-) (47.284) --
Due from related parties (Note 5) 71.295 --
Total 11.928.707 15.786.684

As of 31 December 2024 and 2023, the Company has no long-term trade receivables.

As of 31 December 2024, the average maturity and turnover period of trade receivables other than due from related parties is 30 days (31 December 2023: 30 days).

Movements in provision for doubtful trade receivables:

01.01.2024 01.01.2023
31.12.2024 31.12.2023
Beginning of the period – 1 January -- --
Additions (47.284) --
Provisions no longer required -- --
End of the period – 31 December (47.284) --

The risks and the level of risks and foreign currency denominated balances of the receivables are disclosed in Note 30.

As of 31 December 2024 and 2023, the breakdown of short-term trade payables is as follows:

Short-Term Trade Payables 31.12.2024 31.12.2023
Due to third parties 13.077.379 1.480.284
- Suppliers 13.077.379 1.480.284
Due to related parties (Note 5) 1.891.567 --
Total 14.968.946 1.480.284

MHR GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ

NOTES TO THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2024 (Amounts are expressed in Turkish Lira ("TL") unless otherwise indicated.)

As of 31 December 2024 and 2023, the Company has no long-term trade payables.

As of 31 December 2024, the average maturity and turnover period of trade payables other than due to related parties is 30 days (31 December 2023: 30 days).

NOTE 11 - OTHER RECEIVABLES AND PAYABLES

As of 31 December 2024 and 2023, the breakdown of short-term other receivables is as follows:

Short-Term Other Receivables 31.12.2024 31.12.2023
Due from third parties 23.873.451 6.222.982
- Due from the tax office 23.043.145 5.809.924
- Due from employee 830.306 413.058
Total 23.873.451 6.222.982

As of 31 December 2024 and 2023, the breakdown of long-term other receivables is as follows:

Long-Term Other Receivables 31.12.2024 31.12.2023
Due from third parties - 5.569
Total - 5.569

As of 31 December 2024 and 2023, the breakdown of short-term other payables is as follows:

Short-Term Other Payables 31.12.2024 31.12.2023
Due to third parties 268.487 --
- Deposits and guarantees received 268.487 --
Total 268.487 --

As of 31 December 2024 and 2023, the breakdown of long-term other payables is as follows:

Long-Term Other Payables 31.12.2024 31.12.2023
Due to third parties 7.322.987 9.095.466
- Deposits and guarantees received (*) 7.322.987 9.095.466
Total 7.322.987 9.095.466

(*) Consists of guarantees received from lessees.

NOTE 12 - PREPAID EXPENSES AND DEFERRED INCOME

As of 31 December 2024 and 2023, the breakdown of short-term prepaid expenses is as follows:

Prepaid Expenses – Short-Term 31.12.2024 31.12.2023
Short-term prepaid expenses 3.868.913 943.354
Advances given 10.464.750 --
Total 14.333.663 943.354

As of 31 December 2024 and 2023, the breakdown and details of long-term prepaid expenses are as follows:

Prepaid Expenses – Long-Term 31.12.2024 31.12.2023
Advances given (*) 72.189.386 72.189.386
Total 72.189.386 72.189.386

(*) It is given for the purchase of some of the independent units to be included within the scope of the Urban Transformation Project developed by the Company in Barbaros, Ataşehir/Istanbul. The relevant amount has been collateralised with a letter of guarantee.

MHR GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ

NOTES TO THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2024 (Amounts are expressed in Turkish Lira ("TL") unless otherwise indicated.)

As of 31 December 2024 and 2023, the breakdown of short-term deferred income is as follows:

Deferred Income 31.12.2024 31.12.2023
Short-term deferred income (*) 19.672.606 13.857.516
Total 19.672.606 13.857.516

(*) Consists of rent income received in advance.

As of 31 December 2024 and 2023, the Company has no long-term deferred income.

NOTE 13 - INVESTMENT PROPERTIES

As of 31 December 2024 and 2023, the movements for investment properties are as follows:

Opening
balance – 1
Revaluation Transfers Closing balance –
Cost January 2024 Additions Disposals surplus 31 December 2024
Buildings 4.861.962.346 36.000.276 -- 232.326.113 (53.513.047) 5.076.775.689
Net book value 4.861.962.346 36.000.276 -- 232.326.113 (53.513.047) 5.076.775.689
Opening
balance – 1 Revaluation Transfers Closing balance –
Cost January 2023 Additions Disposals surplus 31 December 2023
Buildings 4.995.173.343 3.159.071 -- (126.943.803) (9.426.265) 4.861.962.346
Net book value 4.995.173.343 3.159.071 -- (126.943.803) (9.426.265) 4.861.962.346

The investment properties consist of 99 independent units in the "Quick Tower" A+ office building in Kozyatağı/Ataşehir, one of the central business areas of the Anatolian Side of Istanbul, 99 independent units in the "Quick Tower" A+ office building in Kozyatağı/Ataşehir, one of the central business areas of the Anatolian Side of Istanbul, and independent units in the Maidan İş ve Yaşam Merkezi in Ankara, Çankaya/Karakusunlar, Block numbered 25389, Parcel numbered 3, B Blok, 14. Flat 164, 165 and 166 independent sections in the Maidan İş ve Yaşam Merkezi located on B Blok, 14. Flat, 164, 165 and 166 independent sections, and the "Workplace" property with the number 159 independent section number, 15. entrance , 21. Flat,, 159 independent section, located on the real estate numbered 8625, parcel numbered 7, Mersinli Mahallesi, Konak/İzmir, which was included in the Company Portfolio on 20 May 2024.

Quick Tower

Quick Tower is a 30-storey A+ office and shop building built on a 10,577.47 m(2) in Ataşehir, Istanbul. Completed in 2015, the building has 104 separate independent sections and a car park with a capacity of 713 motor vehicles. Considering these 104 separate sections, all sections except for the independent sections numbered 9,10,11,12,16 are registered in within the Company. According to the appraisal report prepared by TSKB Gayrimenkul, the building has a closed area of 71,441.89 m2and a leasable area of approximately 31,386 m2 , excluding the independent sections numbered 9,10,11,12,16. As of 31 December 2024, the occupancy rate is 100% (31 December 2023: 99%).

As of 31 December 2024, the fair value of Quick Tower has been determined amounting to TL 5.057.770.000 according to the market approach method in the appraisal report on 31 December 2024 prepared by TSKB Gayrimenkul, an independent appraisal firm authorised by the Capital Markets Board. The fair value of the part of Quick Tower which is classified as "Investment Property" is determined amounting to TL 4.994.830.689 and the fair value of the part of Quick Tower which is classified as property, plant and equipment and currently in use is determined amounting to TL 62.939.311

CONVENIENCE TRANSLATION INTO ENGLISH OF THE FINANCIAL STATEMENTS ORIGINALLY ISSUED IN TURKISH

MHR GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ

NOTES TO THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2024 (Amounts are expressed in Turkish Lira ("TL") unless otherwise indicated.)

Maidan İş ve Yaşam Merkezi

Maidan İş ve Yaşam Merkezi, located in Çankaya/Ankara, consists of 19 and 5 storey office buildings with 4 blocks, built on a land of 22.435 m(2). Three independent sections numbered 164, 165 and 166 in block B of Maidan İş ve Yaşam Merkezi are registered within the Company. The total leasable area of these 3 independent units owned by the Company is 317,00 m2 . The Company earns rent income from these independent units and recognises the relevant income in the statement of profit or loss on a straight-line basis.

As of 31 December 2024, the fair value of Maidan İş ve Yaşam Merkezi has been determined amounting to TL 46.605.000 according to the market approach method in the appraisal report on 31 December 2024 prepared by TSKB Gayrimenkul, an independent appraisal firm authorised by the Capital Markets Board.

Izmir Mistral

In accordance with the decision of the Board of Directors on 16 May 2024, it was decided to acquire the property numbered 159 independent section (186 m (2) gross) in the building of "Mistral İzmir", a 13.922,01 m2 area Housing-Office-Hotel-Bazaar complex owned by Mistral Gayrimenkul Yatırım Ortaklığı Anonim Şirketi, in İzmir/Konak, amounting to TL 30.600.000 + VAT and to pay the price in cash, the title deed transfer procedures were completed on 20 May 2024 and the real estate was included in the Company's portfolio.

As of 31 December 2024, the fair value of İzmir Mistral has been determined amounting to TL 35.340.000 according to the market approach method in the appraisal report on 31 December 2024 prepared by TSKB Gayrimenkul, an independent appraisal firm authorised by the Capital Markets Board.

As of 31 December 2024, the Company has no mortgage on investment properties.

Fair Value Hierarchy

The investment properties are carried and recognised at fair value and the fair value of these properties is determined by authorised appraisal firms listed by the Capital Markets Board. The fair value determination principles of all the investment properties are given above. The fair value of the properties whose fair value is determined according to the "Market Approach" above is within the scope of "Level 2" since it is based on observable inputs since it is determined based on the fair values of neighbouring properties.

The fair value of financial assets and financial liabilities are determined as follows

  • Level 1: Financial assets and liabilities are valued at quoted market prices in active markets for identical assets and liabilities.

  • Level 2: Financial assets and liabilities are valued using inputs other than quoted market prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. The market approach enables the indicative value to be determined in comparison with the same or similar assets for which price information is available. According to the valuation experts' judgement, properties valued according to the market approach are classified as second level financial assets.

  • Level 3: Financial assets and liabilities are valued using inputs that are not based on observable market data used to determine the fair value of the asset or liability. Under the income approach, different methods are used to determine the value, but the common feature of all of them is that the value is based on the actual or estimated income actually received or receivable by the right holder. According to the income approach, inputs that are not based on significant observable data are estimated rental value and capitalisation rate. The cost approach allows the indicative value to be determined by applying the economic principle that a purchaser will not pay more for an asset, whether acquired by purchase or construction, than it would cost to acquire another asset of equal utility. According to the cost approach, inputs that are not based on significant observable data are unit cost and depreciation. According to the appraisers' judgement, properties valued according to the income approach and cost approach are classified as Level 3 financial assets.

MHR GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ

NOTES TO THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2024

(Amounts are expressed in Turkish Lira ("TL") unless otherwise indicated.)

The independent appraiser uses his own professional expertise to determine whether the value he arrives at with the objective evidence obtained while determining the valuation method of the real estate is the most appropriate value of the relevant real estate. In addition, while arriving at the valuation, the independent appraiser also takes into consideration whether the properties of similar quality to the subject properties are evaluated according to similar approaches during the examinations realised in the market.

As of 31 December 2024, the insurance coverage of the investment properties is amounting to TL 39.764.000 and USD 77.192.000.

NOTE 14 - PROPERTY, PLANT AND EQUIPMENT

As of 31 December 2024, the movements for property, plant and equipment, and related depreciation are as follows:

Cost Opening balance
– 1 January 2024
Additions Disposals Transfers
31 December
2024
Buildings 9.426.265 -- -- 53.513.046 62.939.311
Motor Vehicles 5.247.021 -- -- -- 5.247.021
Furniture and Fixtures 17.953.743 7.343.265 -- -- 25.297.008
Constructions in Progress 1.056.793 7.732.253 -- -- 8.789.046
Atasehir Barbaros Project(*) 1.056.793 7.522.346 -- -- 8.579.139
Resadiye Project(**) -- 209.907 -- -- 209.907
Total 33.683.822 15.075.518 -- 53.513.046 102.272.386
Accumulated depreciation
Buildings 377.051 377.050 -- -- 754.101
Motor Vehicles 1.496.463 1.164.034 -- -- 2.660.497
Furniture and Fixtures 13.203.548 1.838.241 -- -- 15.041.789
Total accumulated
depreciation
15.077.062 3.379.325 -- -- 18.456.387
Net book value 18.606.760 83.815.999

Closing balance

(*) It is planned to develop an urban transformation project with residential and commercial areas on the land registered in Istanbul, Ataşehir/Barbaros, 2195, 2196, 2197, 2198 and 2199 parcels. In this context, the Company has entered into an agreement with the landowners in the project area NOTE 14 - PROPERTY, PLANT AND EQUIPMENT

In accordance with the Land Share and Flat for Land Construction and Real Estate Sales Promise Agreement to be signed, the proportional distribution is determined as 55% for the land owners and 45% for the Company.

On 5 December 2023, the Board of Directors of the Company has resolved that on the date of 5 December 2023, a total of 25 parcels belonging to 25 parcels of land and registered in Istanbul, Ataşehir/ Barbaros, 2195, 1, 2, 3, 4, 5, 6, 7, 7, 8, 9, 10, 11, 11, 12, 13, 14, 15, 16, 17 parcels and 2196, 1, 2, 3, 4, 5, 6, 7, 8 parcels, 6.324,45 m2 ; on 3 January 2024, Istanbul, Ataşehir/ Barbaros, and 2197, 1, 2, 3, 3, 4, 5, 6, 7, 8 parcels, 2198, 1 parcel and 2199, 1, 2, 3, 4, 4, 5, 6, 7, 8, 9, 10, 11, 11, 12, 13, 14, 15, 16, 17 parcels belonging to a total of 26 parcels 8.839,80 m2 , a total of 51 parcels and 15.164,25 m(2) of land with a total area of 15.164,25 m2 were included in the urban transformation project.

MHR GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ

NOTES TO THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2024 (Amounts are expressed in Turkish Lira ("TL") unless otherwise indicated.)

As of 31 December 2024, the ratio of condominium owners/landowners who have signed a contract with the Company has reached 80%. Negotiations with other condominium owners/landowners are ongoing.

(**) On 8 November 2024, in order to develop a real estate project consisting of villas on the properties registered in Ünlü Doğan's (Land owner) ownership, in Istanbul, Çekmeköy/Reşadiye, 598 block 1, 3, 6 and 7 parcels and 0 block 692 and 923 parcels.In order to develop a real estate project consisting of villas on the properties registered on 1, 3, 6 and 7 of block 598, parcels 1, 3, 6 and 7 and 0, 692 and 923, owned by Ünlü Doğan (Land owner), a "Project Development Agreement Regarding Real Estate Sales Promise and Construction Works in Return for Flats" was signed on 8 November 2024, with 54.17% of the value of the sharing of the independent sections of the relevant project belonging to MHR GYO and 45.83% belonging to the land owner.

As of 31 December 2023, the movements for property, plant and equipment, and related depreciation are as follows:

Cost Opening balance
– 1 January 2023
Additions Disposals Transfers Closing
balance –
31 December
2023
Buildings -- -- -- 9.426.265 9.426.265
Motor Vehicles 3.775.831 1.471.190 -- -- 5.247.021
Furniture and Fixtures 15.261.841 2.691.900 -- -- 17.953.743
Constructions in Progress -- 1.056.793 -- -- 1.056.793
Atasehir Barbaros Project(*) -- 1.056.793 -- -- 1.056.793
Total 19.037.672 5.219.883 -- 9.426.265 33.683.821
Accumulated depreciation
Buildings -- 377.051 -- -- 377.051
Motor Vehicles 611.340 885.120 -- -- 1.496.463
Furniture and Fixtures 12.405.112 798.439 -- -- 13.203.551
Total accumulated depreciation 13.016.452 2.060.610 -- -- 15.077.062
Net book value 6.021.221 18.606.759

(*) It is planned to develop an urban transformation project consisting of residential and commercial areas on the land located and registered in Istanbul, Ataşehir/ Barbaros Neighbourhood, 2195, 2196, 2197, 2198 and 2199 parcels. In this context, in accordance with the Land Share and Flat for Land Construction and Real Estate Sales Promise Agreement to be signed between the landowners and the Company in the project area, the proportional distribution is determined as 55% for the landowners and 45% for the Company.

On 5 December 2023, the Board of Directors of the Company has resolved that on the date of 5 December 2023, a total of 25 parcels of land registered in Istanbul, Ataşehir/Barbaros, 2195, 1, 2, 3, 4, 5, 6, 7, 7, 8, 9, 10, 11, 11, 12, 13, 14, 15, 16, 17 parcels and 2196, 1, 2, 3, 4, 5, 6, 7, 8 parcels, 6.324,45 m2 ; on 3 January 2024 Istanbul, Ataşehir/Barbaros, 2197, 1, 2, 3, 3, 4, 5, 6, 7, 8 parcels, 2198, 1 parcel and 2199, 1, 2, 3, 4, 4, 5, 6, 7, 8, 9, 10, 11, 11, 12, 13, 14, 15, 16, 17 parcels belonging to a total of 26 parcels 8.839,80 m2 , a total of 51 parcels and 15.164,25 m(2) of land immovables in the nature of land with an area of 15.164,25 m2were included in the urban transformation project.

As of 31 December 2023, 67.73% of the land numbered 2195 and 87.22% of the land numbered 2196 have been signed accordingly.

CONVENIENCE TRANSLATION INTO ENGLISH OF THE FINANCIAL STATEMENTS ORIGINALLY ISSUED IN TURKISH

MHR GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ

NOTES TO THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2024 (Amounts are expressed in Turkish Lira ("TL") unless otherwise indicated.)

NOTE 15 - INTANGIBLE ASSETS

As of 31 December 2024 and 2023, the movements for intangible assets, and related depreciation are as follows:

Opening balance Closing balance –
Cost – 1 January 2024 Additions Disposals 31 December 2024
Rights 1.274.938 -- -- 1.274.938
Total 1.274.938 -- -- 1.274.938
Accumulated depreciation
Rights 532.811 132.847 -- 665.658
Total accumulated depreciation 532.811 132.847 -- 665.658
Net book value 742.126 609.280
Opening balance Closing balance –
Cost – 1 January 2023 Additions Disposals 31 December 2023
Rights 1.070.689 204.248 -- 1.274.938
Total 1.070.689 204.248 -- 1.274.938
Accumulated depreciation
Rights 431.149 107.662 -- 532.811
Total accumulated depreciation 431.149 107.662 -- 532.811

NOTE 16 - PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS

16.1 Provisions

As of 31 December 2024 and 2023, the Company has no short and long-term provisions.

16.2 Lawsuits

As of 31 December 2024 and 2023, the disclosures about the lawsuits are as follows:

1) Lawsuits filed and execution proceedings realised by the Company

As of 31 December 2024 and 2023, there exists 2 ongoing lawsuits filed by the Company and these lawsuits do not have material influence on the results of operations, financial position or liquidity.

2) Lawsuits and execution proceedings filed against the Company:

As of 31 December 2024 and 2023, there exists 6 ongoing lawsuits filed against the Company, excluding the lawsuits that are determined not to have material influence the results of operations, financial position or liquidity.

16.3. Guarantees / Collaterals / Mortgages / Pledges / Bill of Guarantees

As of 31 December 2024 and 2023, the details of collaterals/pledges/mortgages/bill of guarantees ("CPMB") received by the Company are as follows:

Collaterals Received 31.12.2024 31.12.2023
Bank letters of guarantee 158.816.764 92.057.691
Collaterals received as cheques and notes 1.544.539 2.229.986
Total 160.361.303 94.287.677

CONVENIENCE TRANSLATION INTO ENGLISH OF THE FINANCIAL STATEMENTS ORIGINALLY ISSUED IN TURKISH

MHR GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ

NOTES TO THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2024 (Amounts are expressed in Turkish Lira ("TL") unless otherwise indicated.)

As of 31 December 2024 and 2023, the details of collaterals/pledges/mortgages/bill of guarantees ("CPMB") given by the Company are as follows:

Guarantees Given 31.12.2024 31.12.2023
Bank letters of guarantee 916.000 1.322.510
Total 916.000 1.322.510

Collaterals/pledges/mortgages ("CPM") of the Company as of 31 December 2024 and 2023, are as follows:

31.12.2024 31.12.2023
Collateral, Pledge, Mortgages Given by the Company
A. Total amount of CPM's given in the name of its own legal personality 916.000 1.322.510
Letter of Guarantee 916.000 1.322.510
Mortgages -- --
B. Total amount of CPM's given on behalf of the fully consolidated companies -- --
C. Total amount of CPM's given on behalf of third parties for ordinary course of
business -- --
E. 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 916.000 1.322.510

NOTE 17 - EMPLOYEE BENEFITS

As of 31 December 2024 and 2023, the details of short-term provisions for employee benefits are as follows:

Short-term provisions for employee benefits 31.12.2024 31.12.2023
Provision for unused vacation 904.564 470.494
Total 904.564 470.494

As of 31 December 2024 and 2023, the details of long-term provisions for employee benefits are as follows:

Long-term provisions for employee benefits 31.12.2024 31.12.2023
Provision for employment termination benefits 812.018 300.176
Total 812.018 300.176

Under the Turkish Labour Law, the Company is required to make lump-sum termination benefits to each employee whose employment is terminated without due cause and whose employment is terminated without due cause.

In addition, the Company is required to pay termination benefits to each employee who has earned the right to retire by receiving termination in accordance with the current Social Security and General Health Insurance Law No. 5510.

MHR GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ

NOTES TO THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2024 (Amounts are expressed in Turkish Lira ("TL") unless otherwise indicated.)

Under Turkish Labour Law, MHR GYO incorporated in Türkiye is 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 31 December 2024, the amount payable consists of one month's salary limited to a maximum of TL 46.655,43 (31 December 2023: TL 35.058,58 – historical cost) for each year of service. The liability is not funded as there is no funding requirement.

The liability is calculated by estimating the present value of the future probable obligation of the Company arising from the retirement of the employees. TAS 19, "Employee Benefits" requires actuarial valuation methods to be developed to estimate the entities obligation under defined benefit plans. Accordingly, the actuarial assumptions used in the calculation of total liabilities are as follows

The principal assumption is that the maximum liability for each year of service will increase in line with inflation. Accordingly, the discount rate applied represents the expected real rate after adjusting for the effects of future inflation. As of 31 December 2024, provisions in the accompanying financial statements are calculated by estimating the present value of the future probable obligation arising from the retirement of the employees. As of 31 December 2024, provisions are calculated with a discount rate of 3.24%. The estimated rate of termination benefits that will not be paid as a result of voluntary resignations is also taken into consideration.

As of 31 December 2024 and 2023, the movements of the provision for employment termination benefits are as follows

01.01.2024
31.12.2024
01.01.2023
31.12.2023
Beginning of the period – 1 January 300.176 --
Provisions recognised/(not recognised) during the period 604.109 300.176
Adjustments for inlation (92.267) --
End of the period – 31 December 812.018 300.176

As of 31 December 2024 and 2023, the detailed analysis and breakdown of employee benefits are as follows

Employee benefits 31.12.2024 31.12.2023
Due to employee -- --
Taxes payable 1.102.060 466.766
Social security premiums payable 598.124 264.199
Total 1.700.184 730.965
NOTE 18 - EXPENSES BY NATURE
01.01.- 01.01.-
Depreciation and amortisation charges 31.12.2024 31.12.2023
Cost of sales (Note 21) 1.994.556 2.113.894
General administrative expenses (Note 22) 1.517.616 41.428
Total 3.512.172 2.155.322
01.01.- 01.01.-
Personnel expenses 31.12.2024 31.12.2023
General administrative expenses (Note 22) 37.156.380 23.337.312
Total 37.156.380 23.337.312

MHR GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ

NOTES TO THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2024 (Amounts are expressed in Turkish Lira ("TL") unless otherwise indicated.)

Fees for Services Received from Independent Auditor/Independent Audit Firms

The explanation regarding the fees for the services provided by independent auditors, which are based on the POA's letter on 19 August 2022, prepared in accordance with the POA's Board Decision published in the Official Gazette on 30 March 2022 and the principles of preparation of which are based on the POA's letter on 19 August 2022, calculated on the basis of purchasing power as of 31 December 2024 is as follows:

01.01.- 01.01.-
31.12.2024 31.12.2023
Audit fee for the reporting period (*) 981.851 903.875
Total 981.851 903.875

(*) Fee excluding VAT.

NOTE 19 - OTHER ASSETS AND LIABILITIES

The details of other current assets as of 31 December 2024 and 31 December 2023 are as follows:

Other current assets 31.12.2024 31.12.2023
Advances given for employees 70.000 --
Other 29.215 40.702
Total 99.215 40.702

The details of other current liabilities as of 31 December 2024 and 31 December 2023 are as follows:

Other current liabilities 31.12.2024 31.12.2023
Taxes payable 2.877.824 3.793.904
Other -- --
Total 2.877.824 3.793.904

NOTE 20 - EQUITY

Share Capital

The Company has a registered capital ceiling amounting to TL 3.000.000.000.000 (Three billion Turkish Lira) in accordance with the provisions of the Capital Market Law.

The authorisation for the registered capital ceiling authorised by the Capital Markets Board is effective for the years 2022-2026 (5 years). Even if by the end of 2026 the authorised registered capital ceiling has not been reached, in order for the Board of Directors to take a capital increase decision after 2026, it is obligatory to obtain authorisation from the General Assembly for a new period of time by obtaining permission from the Capital Markets Board for the previously permitted ceiling or a new ceiling amount. In case the relevant authorisation is not obtained, the Company cannot increase its share capital by a the decision of the Board of Directors.

The issued share capital of the Company is amounting to TL 827,000,000 (Eight hundred and twentyseven million Turkish Lira) and is divided into 827,000,000 (Eight hundred and twenty-seven million) outstanding shares with a nominal value of TL 1 (One Turkish Lira) each (31 December 2023: TL 827,000,000, TL 1, 827,000,000,000 outstanding shares, respectively).

The Company's shares are divided into Class A and B share. Share classes representing the issued share capital are as follows:

TL 186,000,000 for 186,000,000 outstanding shares and TL 641,000,000 for outstanding 641,000,000 Class B bearer shares.

MHR GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ

NOTES TO THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2024 (Amounts are expressed in Turkish Lira ("TL") unless otherwise indicated.)

The Board of Directors is authorised to increase the issued share capital by issuing new shares up to the registered capital ceiling between 2022 and 2026 in accordance with the provisions of the Capital Markets Law and the regulations of the Capital Markets Board, and to take decisions on limiting the right of shareholders to purchase new shares and issuing preferred shares or shares above or below their nominal value within the provisions of the capital markets legislation. The authorisation to restrict the right to purchase new shares may not be used in a way to cause inequality among the shareholders.

As of 31 December 2024 and 2023, the principal shareholders and their respective shareholding rates in MHR GYO are as follows:

31.12.2024 31.12.2023
Amount Amount
Shareholders Share (%) (TL) Share (%) (TL)
Quick Sigorta A.Ş. 64.98 537.387.067 64.79 535.810.219
Corpus Sigorta A.Ş. 12.59 104.133.400 12.59 104.133.400
Quoted on BIST - Other 22,43 185.479.533 22.62 187.056.381
Total 100.00 827.000.000 100.00 827.000.000
Adjustment to share capital 2.976.774.348 2.976.774.348
Total share capital 3.803.774.348 3.803.774.348

As published in the Official Gazette on 6 July 2021 and numbered 10364, the share capital was increased from TL 40,500,000 to 620,000,000 as a result of the decision of the General Assembly on 22 June 2021.

The amount of TL 569,282,564 of the increased amount of TL 579,500,000 was paid as the capital advance payments realised by the shareholders to the Capital Reserves, and the remaining amount of TL 10,217,436 was paid by the shareholders in cash.

It has been resolved to increase the Company's issued capital of TL 620,000,000 from TL 620,000,000 to TL 827,000,000 by increasing it by TL 207,000,000 within the registered capital ceiling of TL 3,000,000,000; to issue 207,000,000 Class B bearer shares with a nominal value of TL 1 each, with a total nominal value of TL 207,000,000 issued within the scope of the capital increase; and to completely restrict the rights of all shareholders of the Company to purchase new shares in favour of the investors who will make a demand within the scope of the public offering. In this context, the demand collection procedures for the initial public offering were completed on 12-13 October 2023 by Yapı Kredi Yatırım Menkul Değerler using the "Sale on the Stock Exchange - Fixed Price Demand Collection and Sale Method" and "Best Effort Brokerage" method, and TL 4.30 was announced as the public offering price and 207,000,000 Class B bearer shares with a nominal value of TL 207,000,000, which were increased due to the increase in the Company's capital from TL 620,000,000 to TL 827,000,000, were offered to the public. The Company's shares started to be quoted on Borsa Istanbul on 18 October 2023 with the code "MHRGY". The gross income of the Company, which is not adjusted for the costs within the scope of the public offering, was amounting to TL 890,100,000 due to the share capital increase.

On the date of the completion of the public offering transactions, all of the share prices amounting to TL 890,100,000 in total were paid in cash to the Company and the issued share capital of the Company, which was amounting to TL 620,000,000, was increased to TL 827,000,000 within the registered capital ceiling amounting to TL 3,000,000,000 and the amendment of Article 8 "Capital and Shares" of the Articles of Association of the Company was authorised by the Capital Markets Board with the letter on 20 November 2023 and numbered 45441 and the amendment of Article 8 of the Company's Articles of Association "Capital and Shares" was authorised by the Capital Markets on 30 November 2023 and published in the Official Gazette on 30 November 2023 and numbered 10969.

As of 31 December 2024, the Company's main shareholder Quick Sigorta increased its effective ownership interest to 64.98% by acquiring the shares amounting to TL 21.520.467.

MHR GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ

NOTES TO THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2024 (Amounts are expressed in Turkish Lira ("TL") unless otherwise indicated.)

Treasury Shares

In accordance with the decision of the Board of Directors on 25 June 2024,, within the framework of the Capital Markets Legislation and the Capital Markets Board's principle decision on share repurchase transactions in the bulletin on 14 February 2023 and numbered 2023/10, to make share repurchase in order to protect the interests of all our investors, especially our small investors, and to contribute to healthy price formation;

a) To determine the share buy-back programme to be valid for a maximum period of 1 year, b) To determine the maximum fund amount that can be allocated for share buy-back as TL 100,000,000 and the maximum number of shares to be purchased as not exceeding nominal TL 20,000,000, c) Within the scope of this decision, it has been resolved to authorise the Company management for all kinds of works and transactions including making the necessary material event disclosures on the Public Disclosure Platform and submitting the decision regarding the share buy-back to the approval of the General Assembly.

Within the scope of the relevant decision, the share buy-back programme, which started on 26 June 2024, was completed on 2 October 2024, and a total of TL 20.000.000 nominal value shares corresponding to 2.418% of the share capital were bought back by paying a total price amounting to TL 96.683.819 including transaction costs. As of the reporting date, there has been no sale of the treasury shares.

Share Premium

As of 31 December 2024 and 2023, the details of share premium are as follows:

31.12.2024 31.12.2023
Share premium 964.865.900 964.865.900
Total 964.865.900 964.865.900

Share premium represents the difference between the nominal amount of the shares offered to the public and the sales amount. Share premium is recognised in the financial statements after deducting all expenses incurred for the shares issued, payments made to intermediary institutions, CMB, BIST, independent audit firms and advertising expenses incurred for the issuance of shares.

Restricted reserves

The details of restricted legal reserves as of 31 December 2024 and 2023 are as follows:

31.12.2024 31.12.2023
Reserves from treasury shares (*) 106.012.163 --
Total 106.012.163 --

(*) In accordance with the CMB regulations, reserves are allocated for treasury shares at an amount equal to their acquisition cost. In this context, a reserve for treasury shares amounting to TL 106.012.163, including transaction costs, has been allocated in the restricted reserves in the accompanying financial statements for the year ended 31 December 2024.

Retained earnings

Retained earnings of the Company as of 31 December 2024 and 31 December 2023 are as follows:

31.12.2024 31.12.2023
Retained earnings(*) 1.114.437.564 1.732.544.770
Total 1.114.437.564 1.732.544.770

(*) The retained earnings as of 31 December 2024 is amounting to TL 1.671.631.502, of which TL 557.193.938 is deferred tax effect of the prior period.

MHR GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ

NOTES TO THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2024 (Amounts are expressed in Turkish Lira ("TL") unless otherwise indicated.)

The movement of retained earnings as of 31 December 2024 and 2023 is as follows:

31.12.2024 31.12.2023
Beginning of the period – 1 January 1.732.544.770 1.732.544.770
Transfer of profit for the period (60.913.268) -
Deferred tax effect of prior periods (557.193.938) -
End of the period – 31 December 1.114.437.564 1.732.544.770

Additional Information on Share Capital, Capital Reserves and Other Equity Items

The historical values and inflation adjustments of the following accounts under equity as of 31 December 2024 in accordance with TFRS and Tax Procedure Law ("TPL") financial statements are as follows:

Historical
31 December 2024 (TFRS) value Inflation adjustments Indexed value
Adjustment to share capital 827.000.000 2.976.774.348 3.803.774.348
Share premium 649.282.095 315.583.805 964.865.900
Legal reserves 106.012.163 -- 106.012.163
Historical
31 December 2024 (TPL) value Inflation adjustments Indexed value
Adjustment to share capital 827.000.000 3.694.648.831 4.521.648.831
Share premium 649.282.095 218.466.091 867.748.186
Legal reserves -- -- --

NOTE 21 - REVENUE AND COST OF SALES

The details of the revenue and cost of sales as of 31 December 2024 and 2023 are as follows:

01.01.- 01.01.-
31.12.2024 31.12.2023
Domestic sales 238.957.591 198.850.734
Gross sales 238.957.591 198.850.734
Sales returns (-) -- (26.595)
Revenue 238.957.591 198.824.136
Cost of services sold (-) 20.754.449 12.778.698
Total cost of sales (-) 20.754.449 12.778.698
Gross profit 218.203.142 186.045.438

The details of the cost of sales according to their nature as of 31 December 2024 and 2023 are as follows:

01.01.- 01.01.-
Cost of sales 31.12.2024 31.12.2023
Cost of services sold 20.754.449 12.778.698
Total cost of sales 20.754.449 12.778.698

MHR GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ

NOTES TO THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2024 (Amounts are expressed in Turkish Lira ("TL") unless otherwise indicated.)

NOTE 22 - OPERATING EXPENSES

The breakdown of the operating expenses as of 31 December 2024 and 2023 are as follows:

01.01.- 01.01.-
General administrative expenses 31.12.2024 31.12.2023
Personnel expenses (37.156.380) (25.258.735)
Depreciation and amortisation charges (1.517.616) (41.428)
Stationery expenses (72.911) (527.665)
Representation and hospitality expenses (325.455) (424.258)
Insurance expenses (1.511) (56.391)
Travel expenses (274.602) (213.273)
Operating and communication expenses -- (1.496)
Administrative service expenses (17.979.286) (16.629.010)
Consultancy expenses (2.215.120) (3.493.764)
Taxes, duties and charges (452.709) (271.842)
Subscription costs, fees and charges (899.140) (105.587)
Provision for employment termination benefits (604.109) (399.864)
Provision for unused vacation (578.689) (408.892)
Rent expenses (596.868) --
Maintenance and repair expenses (31.998) (28.389)
Other expenses (2.481.806) (364.943)
Total (65.188.200) (48.225.537)

NOTE 23 - OTHER OPERATING INCOME/(EXPENSES)

The breakdown of the other operating income as of 31 December 2024 and 2023 are as follows:

01.01.- 01.01.-
Other operating income 31.12.2024 31.12.2023
Foreign exchange gains 261.464 538.716
Income from policy return addendum 30.207 1.237.000
Provisions no longer required -- 198.525
Other 55.647 570.595
Total 347.318 2.544.836

The breakdown of the other operating expenses as of 31 December 2024 and 2023 are as follows:

01.01.- 01.01.-
Other operating expenses 31.12.2024 31.12.2023
Foreign exchange losses (1.329.567) (5.317.076)
Provisions (47.284) --
Commission expenses (39.424) --
Other (404.792) (401.184)
Total (1.821.067) (5.718.260)

MHR GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ

NOTES TO THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2024 (Amounts are expressed in Turkish Lira ("TL") unless otherwise indicated.)

NOTE 24 - GAINS/(LOSSES) FROM INVESTMENT ACTIVITIES

The breakdown of the gains from investment activities as of 31 December 2024 and 2023 are as follows:

01.01.- 01.01.-
Gains from investment activities 31.12.2024 31.12.2023
Interest income from time deposits 439.027.026 145.415.846
Marketable securities value increases 27.896.447 45.560.764
Foreign exchange gains 1.106.445 30.356.923
Dividend income 7.009.311 815.740
Change in fair value of financial investments 207.907.310 --
Revaluation surplus 232.326.113 --
Other 1.302.206 --
Total 916.574.858 222.149.273

The breakdown of the losses from investment activities as of 31 December 2024 and 2023 are as follows:

01.01.- 01.01.-
Losses from investment activities 31.12.2024 31.12.2023
Losses from revaluation of investment properties -- (126.943.803)
Losses from marketable securities -- (15.071.437)
Total -- (142.015.240)

NOTE 25 – FINANCIAL INCOME/(EXPENSES)

As of 31 December 2024 and 2023, the Company has no financial income.

The breakdown of the financial expenses as of 31 December 2024 and 2023 are as follows:

01.01.- 01.01.-
Financial expenses 31.12.2024 31.12.2023
Interest expenses -- (16.263)
Total -- (16.263)

MHR GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ

NOTES TO THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2024 (Amounts are expressed in Turkish Lira ("TL") unless otherwise indicated.)

NOTE 26 - NET MONETARY POSITION GAINS/(LOSSES)

Net monetary position gains/(losses) recognised in the statement of profit or loss arise from the following monetary/non-monetary financial statement items which are as follows:

1 January -
Non-monetary items 31 December 2024
Statement of financial position (471.473.113)
Inventories 1.524.037
Investment properties 1.497.269.668
Property, plant and equipment 117.572.119
Intangible assets 579.030
Prepaid expenses 22.980.443
Deferred Income (796.223)
Paid-in share capital (1.169.194.270)
Treasury shares 9.328.345
Share premium (296.577.971)
Retained earnings 1.172.427.618
Statement of profit or loss (98.207.002)
Revenue (30.774.410)
Cost of sales 9.886.596
General administrative expenses 7.661.444
Gains from investment activities (84.996.138)
Other operating income (212.436)
Other operating expenses 227.942
Net monetary position gains/(losses) (569.680.115)

NOTE 27 - TAX ASSETS AND LIABILITIES

Corporate Tax

Corporate tax rate is the corporate tax rate applied to the statutory tax base, which is calculated by adding non-deductible expenses to the commercial income of the companies in accordance with the tax laws and deducting the exemptions in the tax laws.

In 2024, the corporate tax rate applied to Capital Market Companies in Türkiye is 30%.

Current income tax assets

None.

Tax income / (expense)

01.01.- 01.01.-
31.12.2024 31.12.2023
Deferred income tax (408.782.625) --
Total tax expense (408.782.625) --

Deferred tax

The Company recognises deferred tax assets and liabilities based upon temporary differences arising between its financial statements as reported for TFRS purposes and its statutory tax financial statements. These differences usually result in the recognition of revenue and expenses in different reporting periods for TFRS and tax purposes.

MHR GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ

NOTES TO THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2024 (Amounts are expressed in Turkish Lira ("TL") unless otherwise indicated.)

As disclosed in Note 2, the tax exemption granted to real estate investment trusts under Article 5, subparagraph d-4 of the Corporate Tax Law is subject to the condition that at least 50% of the earnings from immovable properties must be distributed through dividends as of 1 January 2025 with the law dated 02/8/2024 and numbered 7524.

Since the profit distribution decision is under the authority of the General Assembly, the tax rate used in the calculation of deferred tax assets and liabilities for 2024 is 30% (31 December 2023: 0%).

31.12.2024 31.12.2023
Deferred tax liabilities 965.976.563 --
Deferred tax liabilities, net 965.976.563 --

The breakdown of cumulative temporary differences and the related deferred tax assets and liabilities provided using substantively enacted tax rates is as follows:

Cumulative
Temporary Deferred Tax
31.12.2024 Differences Assets/(Liabilities)
Investment Properties 3.187.540.668 (956.262.200)
Property, plant and equipment and intangible assets 2.341.504 (702.451)
Buildings (PP&E) 38.214.198 (11.464.259)
Inventories 976.481 (292.944)
Financial Investments 15.293.780 4.588.134
Trade and Other Receivables 1.550.172 465.052
Prepaid Expenses 8.331.105 (2.499.331)
Provision for Employment Termination Benefits 812.018 243.605
Provision for Unused Vacation 904.564 271.369
Provision for Doubtful Trade Receivables 47.284 14.185
Other 1.125.742 (337.723)
Deferred Tax Asset / (Liabilities), Net (965.976.563)

Movements in deferred tax assets/(liabilities) are as follows:

1 January
31 December 2024
Beginning of the period – 1 January --
Deferred income tax (408.782.625)
Deferred tax recognised in retained earnings (*) (557.193.938)
Charge to the Statement of Other Comprehensive Income --
End of the period – 31 December (965.976.563)

(*) As disclosed in 2.9 Summary of significant accounting policies, deferred tax has been calculated due to the change in tax legislation and the portion of the amount related to prior periods is recognised in retained earnings.

NOTE 28 – EARNINGS PER SHARE

Earnings per share is calculated by dividing net profit attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding.

01.01.- 01.01.-
31.12.2024 31.12.2023
Net profit attributable to shareholders 89.653.311 45.098.895
(*)
Weighted Average Number of Shares
807.000.000 662.534.247
Earnings per share 0.1111 0.0681
(*) Calculated by adjusting treasury shares (Note 20)

MHR GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ

NOTES TO THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2024 (Amounts are expressed in Turkish Lira ("TL") unless otherwise indicated.)

NOTE 29 - ANALYSIS OF OTHER COMPREHENSIVE INCOME

None.

NOTE 30 - NATURE AND LEVEL OF RISKS DERIVED FROM FINANCIAL INSTRUMENTS

Financial Risk Management

The financial instruments used are bank borrowings and cash on hand and short-term bank deposits. The main purpose of these financial instruments is to raise financing for operations. There are also financial instruments that arise directly from operations, such as trade receivables and payables.

The risks arising from the instruments used are foreign currency risk, interest rate risk, price risk, credit risk and liquidity risk. The Company management manages these risks are as follows. In addition, market risk that may arise from the use of financial instruments is also monitored.

Credit Risk

Holding financial instruments carries the risk that the counterparty may not fulfil the requirements of the agreement.

The Company manages its credit risk by continuously assessing the reliability of its counterparties and limiting its risk by setting customer-based credit limits and maturities to counterparties.

As of 31 December 2024 and 2023, the exposure of financial asset to credit risk is as follows:

Trade Receivables Other Receivables Banks
31.12.2024 Other Related
party
Other Related
party
Deposit
Maximum credit risk exposure as of the
reporting date
(A+B+C+D) (1)
11.857.412 71.295 23.873.451 -- 650.232.314
The part of maximum risk under guarantee with
collaterals (2)
A. Net book value of financial assets that are
neither past due nor impaired (3
11.857.412 71.295 23.873.451 -- 650.232.314
B. Net book value of past due but not impaired
assets -- -- -- -- --
- Secured with guarantees and collaterals -- -- -- -- --
C. Net book value of impaired assets -- -- -- -- --
- Past due (gross carrying amount) 47.284 -- -- -- --
- Impairment (-) (47.284) -- -- -- --
D. Off-balance sheet items with credit risk -- -- -- --

MHR GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ

NOTES TO THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2024

(Amounts are expressed in Turkish Lira ("TL") unless otherwise indicated.)

Trade Receivables Other
Receivables
Banks
31.12.2023 Other Related
party
Other Related
party
Deposit
Maximum credit risk exposure as of the
reporting date
(A+B+C+D) (1)
15.786.684 -- 6.222.982 -- 1.375.738.224
The part of maximum risk under guarantee with
collaterals (2)
-- -- -- -- --
A. Net book value of financial assets that are
neither past due nor impaired (3
15.786.684 -- 6.222.982 -- 1.375.738.224
B. Net book value of past due but not impaired
assets -- -- -- -- --
- Secured with guarantees and collaterals -- -- -- -- --
C. Net book value of impaired assets -- -- -- -- --
- Past due (gross carrying amount) -- -- -- -- --
- Impairment (-) -- -- -- -- --
D. Off-balance sheet items with credit risk -- -- -- --

(1) In determining the amounts, factors that increase credit reliability such as guarantees received are not taken into consideration.

(2) As of 31 December 2024 and 2023, the detailed list of guarantees, mortgages and collaterals received for trade receivables including customers with no outstanding balance is presented in Note 15.

(3) Trade receivables that are neither past due nor impaired consist of customer balances with which the Company has ongoing commercial operating relations and has no collection problems.

Liquidity Risk

Liquidity risk is the possibility that the Company will not be able to fulfil its net funding obligations. The Company management manages liquidity risk by allocating funding sources and maintaining sufficient cash and cash equivalents to meet its current and potential liabilities.

Undiscounted contractual cash flows of the non-derivative financial liabilities as of 31 December 2024 and 2023 are as follows:

31.12.2024
Contractual maturities Book
value
Total
contractual
cash outflows
(I+II+III+IV)
Up to 3
months (I)
3 - 12
months
(II)
1 - 5
years (III)
5 years
and over
(IV)
Borrowings 1.024 1.024 1.024 -- -- --
Trade payables 14.968.946 14.968.946 14.968.946 -- -- --
Other payables 7.591.474 7.591.474 268.487 -- 7.591.474 --
Non-derivative financial
liabilities
22.561.444 22.561.444 15.238.457 -- 7.591.474 --
31.12.2023
Book Total
contractual
cash outflows
Up to 3 3 - 12
months
1 - 5 5 years
and over
Contractual maturities value (I+II+III+IV) months (I) (II) years (III) (IV)
Borrowings -- -- -- --
Trade payables 1.480.284 1.480.284 1.480.284 -- -- --
Other payables 9.095.466 9.095.466 -- -- 9.095.466 --
Non-derivative financial
liabilities
10.575.750 10.575.750 1.480.284 -- 9.095.466 --

MHR GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ

NOTES TO THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2024 (Amounts are expressed in Turkish Lira ("TL") unless otherwise indicated.)

Currency Risk

The Company is exposed to currency risk due to changes in exchange rates used in the translation of foreign currency denominated assets and liabilities to Turkish Lira. The Company's exposure to foreign exchange risk arises from receivables and payables denominated in foreign currencies. In order to minimize this risk, the Company monitors its financial position and cash inflows/outflows with detailed statements of cash flows.

The foreign currency position of the Company as of 31 December 2024 and 2023 is presented below:

Foreign Currency Position
31.12.2024 31.12.2023
TL TL
equivalent USD EUR equivalent USD EUR
1. Trade Receivables -- -- -- 53.043 1.248 --
2a. Monetary Financial Assets (including
cash on hand and banks) 14.793.063 379.538 38.188 1.078.606 19.843 5.002
2b. Non-monetary Financial Assets -- -- -- -- -- --
3. Other -- -- -- -- -- --
4. Current Assets (1+2+3) 14.793.063 379.538 38.188 1.131.649 21.091 5.002
5. Trade Receivables -- -- -- -- -- --
6a. Monetary Financial Assets -- -- -- -- -- --
6b. Non-monetary Financial Assets -- -- -- -- -- --
7. Other -- -- -- -- -- --
8. Non-Currrent Assets (5+6+7) -- -- -- -- -- --
9. Total Assets (4+8) 14.793.063 379.538 38.188 1.131.649 21.091 5.002
10. Trade Payables 826.070 23.372 -- 726.124 17.084 --
11. Financial Liabilities -- -- -- -- -- --
12a. Other Monetary Liabilities -- -- -- -- -- --
12b. Other Non-Monetary Liabilities -- -- -- -- -- --
13. Current Liabilities (10+11+12) 826.070 23.372 -- 726.124 17.084 --
14. Trade Payables 5.811.673 124.671 38.186 -- -- --
15. Financial Liabilities -- -- -- -- -- --
16 a. Other Monetary Liabilities -- -- -- 6.888.480 156.540 5.000
16 b. Other non-monetary liabilities -- -- -- -- -- --
17. Non-Currrent Liabilities (14+15+16) 5.811.673 124.671 38.186 6.888.480 156.540 5.000
18. Total Liabilities (13+17) 6.637.743 148.043 38.186 7.614.604 173.624 5.000
19. Net Asset/(Liability) Position of Off
Balance Sheet Derivative Instruments
(19a-19b) -- -- -- -- -- --
19a. Total Hedged Assets -- -- -- -- -- --
19b. Total Hedged Liabilities -- -- -- -- -- --
20. Net Foreign Currency Asset /
(Liability) Position (9-18+19) 8.155.320 231.494 2 (6.482.955) (152.533) 2
21. Net Foreign Currency Asset /
(Liability) Position of Monetary Items
(=1+2a+5+6a-10-11-12a-14-15-16a) 8.155.320 231.494 2 (6.482.955) (152.533) 2
22. Total fair value of financial
instruments used for foreign currency
hedges -- -- -- -- -- --
23. Hedged portion of foreign currency
assets -- -- -- -- -- --
24. Hedged portion of foreign currency
liabilities -- -- -- -- -- --
25. Export -- -- -- -- -- --
26. Import -- -- -- -- -- --

MHR GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ

NOTES TO THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2024 (Amounts are expressed in Turkish Lira ("TL") unless otherwise indicated.)

Currency Risk (Continued)

Sensitivity analysis

The following table details the Company's foreign currency sensitivity analysis and assets and liabilities denominated in foreign currency as at 31 December 2024 and 2023 for the changes at the rate of 10% ith all other variables held constant:

Foreign Exchange Sensitivity Analysis
31.12.2024 Profit / Loss Equity
Appreciation Depreciation Appreciation Depreciation
of foreign of foreign of foreign of foreign
currency currency currency currency
Change in USD against TL by 10%
1- USD Net Asset / Liability 1.339.020 (1.339.020) 1.339.020 (1.339.020)
2- Hedged portion of USD Risk (-) -- -- -- --
3- USD Net Effect (1+2) 1.339.020 (1.339.020) 1.339.020 (1.339.020)
Change in EUR against TL by 10%
4- EUR Net Asset / Liability 140.286 (140.286) 140.286 (140.286)
5- Hedged portion of EUR Risk (-) -- -- -- --
6- EUR Net Effect (4+5) 140.286 (140.286) 140.286 (140.286)
TOTAL (3+6) 1.479.306 (1.479.306) 1.479.306 (1.479.306)
Foreign Exchange Sensitivity Analysis
31.12.2023 Profit / Loss Equity
Appreciation Depreciation Depreciation
of foreign of foreign of foreign of foreign
currency currency currency currency
Change in USD against TL by 10%
1- USD Net Asset / Liability (648.303) 648.303 (648.303) 648.303
2- Hedged portion of USD Risk (-) -- -- -- --
3- USD Net Effect (1+2) (648.303) 648.303 (648.303) 648.303
Change in EUR against TL by 10%
4- EUR Net Asset / Liability 7 (7) 6 (6)
5- Hedged portion of EUR Risk (-) -- -- -- --
6- EUR Net Effect (4+5) 7 (7) 6 (6)
TOTAL (3+6) (648.296) 648.296 (648.297) 648.297

Interest Rate Risk

The Company is exposed to interest rate risk through the material influence of rate changes on interest bearing assets and liabilities. The Company manages this risk by stabilising the interest rates of its assets and liabilities or by using financial instruments for hedging purposes.

31.12.2024 31.12.2023
Fixed-interest rate financial instruments
Financial assets 635.199.937 1.373.667.607
Time deposits 635.199.937 1.373.667.607
Financial liabilities -- --
Floating-interest rate financial instruments
Financial assets -- --
Financial liabilities -- --

MHR GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ

NOTES TO THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2024 (Amounts are expressed in Turkish Lira ("TL") unless otherwise indicated.)

Capital Risk Management

The Company's main objectives for capital management are to keep the Company's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

The Company monitors capital on the basis of the net financial debt/total equity ratio. This ratio calculated as dividing net debt by total capital. Net debt is calculated by deducting cash and cash equivalents and short-term financial investments from the total debt amount.

31.12.2024 31.12.2023
Total Borrowings 1.014.505.203 29.728.808
Less: Cash and Cash Equivalents (650.232.314) (1.375.738.221)
Net Financial Debt 364.272.889 (1.346.009.416)
Total Equity 5.972.731.123 6.546.283.913
Equity + Net Debt 6.337.004.012 5.200.274.497
Net financial debt/invested capital ratio 5.75% (25.88)%

NOTE 31 - FINANCIAL INSTRUMENTS (FAIR VALUE DISCLOSURES)

Financial instruments comprise of financial assets and liabilities. Financial instruments may create, affect and mitigate liquidity risk, credit risk and market risk on the Company's financial statements. The financial assets are reviewed for impairment risk.

Classification and fair value of financial instruments

Financial
assets
measured
at
amortised
Financial
liabilities
measured
at
amortised
Financial
assets at
fair value
through
profit or
Financial
assets at fair
value through
other
comprehensive
31 December 2024 cost cost loss income Book value Notes
Financial assets
Cash and cash equivalents 650.232.314 -- -- -- 650.232.314 6
Financial assets -- -- 988.036.214 -- 988.036.214 11
Trade receivables 11.928.707 -- -- -- 11.928.707 5-8
Other receivables 23.873.451 -- -- -- 23.873.451 5-9
Financial liabilities
Trade payables -- 14.968.946 -- -- 14.968.946 5-8
Other payables -- 7.591.474 -- -- 7.591.474 5-9

MHR GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ

NOTES TO THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2024 (Amounts are expressed in Turkish Lira ("TL") unless otherwise indicated.)

31 December 2023 Financial assets measured at amortised cost Financial liabilities measured at amortised cost Financial assets at fair value through profit or loss Financial assets at fair value through other comprehensive income Book value Notes Financial assets Cash and cash equivalents 1.375.738.221 -- -- -- 1.375.738.221 6 Financial assets -- -- 223.774.588 -- 223.774.588 11 Trade receivables 15.786.684 -- -- -- 15.786.684 5-8 Other receivables 6.228.551 -- -- -- 6.228.551 5-9 Financial liabilities Trade payables -- 1.480.284 -- -- 1.480.284 5-8 Other payables -- 9.095.466 -- -- 9.095.466 5-9

NOTE 32 - AFTER THE REPORTING PERIOD

None.

NOTE 33 - THE OTHER MATTERS WHICH SUBSTANTIALLY AFFECT THE FINANCIAL STATEMENTS OR ARE REQUIRED TO BE DESCRIBED IN TERMS OF MAKING THE FINANCIAL STATEMENTS CLEAR, INTERPRETABLE AND UNDERSTANDABLE

None.

CONVENIENCE TRANSLATION INTO ENGLISH OF THE FINANCIAL STATEMENTS ORIGINALLY ISSUED IN TURKISH

MHR GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ

NOTES TO THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2024

(Amounts are expressed in Turkish Lira ("TL") unless otherwise indicated.)

Additional Note: Controlling Compliance with Portfolio Restrictions

The information presented herein is summarised information derived from the financial statements in accordance with Article 16 of the Communiqué Serial II, No: 14.1 'Communiqué on Principles Regarding Financial Reporting in Capital Markets' of the CMB: II, No: 14.1 'Communiqué on Principles Regarding Financial Reporting in Capital Markets' and is in the nature of summary information derived from the financial statements in accordance with Article 16 of the Communiqué Serial: III, No: 48 'Communiqué on Principles Regarding Real Estate Investment Trusts' published in the Official Gazette on 28 May 2013 and numbered 28660 and Serial: III, No: 48.1.e numbered 'Communiqué on Amendment to the Communiqué on Principles Regarding Real Estate Investment Trusts' published in the Official Gazette on 23 January 2014 and numbered 28891 and dated 9 October 2020 and numbered 31269.

31.12.2024 31.12.2023
Relevant Regulation in the Current Prior Period
Unconsolidated/Separate
Financial Statement Items
Communiqué Period (TL) (TL)
A Money and Capital Market Instruments Communiqué No. III-48.1a, Art.24/(b) 1.638.268.528 1.599.512.809
B Real Estates, Real Estate Based Projects, Real Estate Based Rights, Real Estate
Investment Fund Participation Shares and the companies within the scope of
subparagraph (ç) of the first paragraph of Article 28 in which they have 100%
participation in the capital Communiqué No. III-48.1a, Art.24/(a) 5.142.118.097 4.861.962.346
C Subsidiaries Communiqué No. III-48.1a, Art.24/(b) - -
Due from Related Parties (Other receivables) Communiqué No. III-48.1a, Art.23/(f) - -
Other Assets 206.849.701 114.537.563
Communiqué numbered III-48.1a,
D Total Assets (Total Assets) Art.3/(p) 6.987.236.326 6.576.012.718
Communiqué numbered III-48.1a,
E Financial Liabilities Art.31 1.024 -
Communiqué numbered III-48.1a,
F Other Financial Liabilities Art.31 - -
Communiqué numbered III-48.1a,
G Finance
Lease Liabilities
Art.31 - -
H Due to Related Parties (Other payables) Communiqué No. III-48.1a, Art.23/(f) - -
Communiqué numbered III-48.1a,
İ Equity Art.31 5.972.731.123 6.546.283.913
Other Liabilities 1.014.504.179 29.728.805
Communiqué numbered III-48.1a,
D Total Liabilities and Equity Art.3/(k) 6.987.236.326 6.576.012.718

CONVENIENCE TRANSLATION INTO ENGLISH OF THE FINANCIAL STATEMENTS ORIGINALLY ISSUED IN TURKISH

MHR GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ

NOTES TO THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2024

(Amounts are expressed in Turkish Lira ("TL") unless otherwise indicated.)

Unconsolidated/Separate Financial Statement Items Relevant Regulation in the
Communiqué
Current
Period (TL)
Prior Period
(TL)
A1 Part of Money and Capital Market Instruments Held for 3-Year Property Payments
Foreign Currency Time-Demand Deposit / Special Current-Participation Account and
Communiqué No. III-48.1a, Art.24/(b) - -
A2 TL Time Deposit / Participation Account Communiqué No. III-48.1a, Art.24/(b) 650.232.314 1.375.738.219
A3 Foreign Capital Market Instruments Communiqué No. III-48.1a, Art.24/(d) - -
B1 Foreign Properties, Real Estate Based Projects, Real Estate Based Rights Communiqué No. III-48.1a, Art.24/(d) - -
B2 Idle Land/Land Communiqué No. III-48.1a, Art.24/(c) - -
C1 Foreign Subsidiaries Communiqué No. III-48.1a, Art.24/(d) - -
C2 Participation in the Operating Company Communiqué numbered III-48.1a,
Art.28/1(a)
- -
J Non-Cash Loans Communiqué numbered III-48.1a,
Art.31
- -
K Mortgage Fees of Mortgaged Lands, the Ownership of which does not belong to the
Incorporation, on which the Project will be Developed
Communiqué No. III-48.1a, Article
22/(e)
- -
L Total Money and Capital Market Instruments Investments in a Single Company (**) Communiqué numbered III-48.1a,
Art.22/(l)
523.775.270 1.303.358.797
Relevant Regulation in the
Portfolio Limitations Communiqué Current Period Prior Period
Mortgage Fees of Mortgaged Lands, the Ownership of which does not belong to the Communiqué No. III-48.1a, Article
1 Incorporation, on which the Project will be Developed 22/(e) 0,00% 0,00%
2 Real Estates, Real Estate Based Projects, Real Estate Based Rights, Real Estate Communiqué No. III-48.1a,
Investment Fund Participation Shares and the companies within the scope of Art.24/(a),(b)
subparagraph (ç) of the first paragraph of Article 28 in which they have 100%
participation in the capital 73,59% 73,93%
3 Money and Capital Market Instruments and Associates Communiqué No. III-48.1a, Art.24/(b) 23,45% 24,32%
Foreign Real Estate, Real Estate Based Projects, Real Estate Based Rights,
4 Subsidiaries, Capital Market Instruments Communiqué No. III-48.1a, Art.24/(d) 0,00% 0,00%
5 Idle Land/Land Communiqué No. III-48.1a, Art.24/(c) 0,00% 0,00%
Communiqué numbered III-48.1a,
6 Participation in the Operating Company Art.28/1(a) 0,00% 0,00%
Communiqué numbered III-48.1a,
7 Borrowing Limit Art.31 0,00% 0,00%
Foreign currency denominated time and demand deposits / special current and
participation accounts and TL denominated time and demand deposits / participation
8 accounts (*) Communiqué No. III-48.1a, Art.24/(b) 9,31% 20,92%
Total Money and Capital Market Instruments Investments in a Single Company (*) Communiqué numbered III-48.1a,
9 (**) Art.22/(l) 7,50% 19,82%

CONVENIENCE TRANSLATION INTO ENGLISH OF THE FINANCIAL STATEMENTS ORIGINALLY ISSUED IN TURKISH

MHR GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ

NOTES TO THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2024

(Amounts are expressed in Turkish Lira ("TL") unless otherwise indicated.)

(*) The Company, in accordance with the provisions of the Communiqué Serial: III, No: 48.1 numbered 'Communiqué on Principles Regarding Real Estate Investment Trusts' published in the Official Gazette dated 28 May 2013 numbered 28660 and published in the Official Gazette dated 28 May 2013 numbered 28660, as of 31 December 2023, the Company has not complied with the limitations of 'Foreign currency denominated time/demand deposits/special current-participation accounts and TL denominated time deposits/participation accounts' and 'Total of money and capital market instruments investments in a single company'. As a result of the application made by the Company to the Capital Markets Board on 16 April 2024 for an additional period of time in order to eliminate the non-compliance, it was decided to authorise a period of time to our Company until 30.06.2024 with the letter of the Capital Markets Board dated 03.07.2024 and numbered E-12233903-340.03-56258. Accordingly, the relevant non-compliance has been eliminated in the financial statements of our Company dated 30.06.2024.

(**) The Total of Money and Capital Market Instruments Investments in a Single Company and the ratios calculated accordingly, which were disclosed in an incorrect manner as the sum of financial investments only, in the 31.12.2023 current period L line, which was disclosed in an incorrect manner only as the sum of financial investments, and the rates calculated accordingly have been corrected, and in the prior period column of the table of control of compliance with portfolio restrictions dated 31 December 2024, the amount of time/demand deposits in a single company corrected by applying inflation accounting and the rates recalculated using this amount are included.

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