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MİGROS TİCARET A.Ş.

Interim / Quarterly Report Aug 12, 2025

5940_rns_2025-08-12_2248027e-3287-4281-8b81-6746fcb7f6da.pdf

Interim / Quarterly Report

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MİGROS TİCARET A.Ş.

CONVENIENCE TRANSLATION INTO ENGLISH OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2025

(ORIGINALLY ISSUED IN TURKISH)

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

REPORT ON REVIEW OF INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION

To the General Assembly of Migros Ticaret A.Ş.

Introduction

We have reviewed the accompanying condensed consolidated balance sheet of Migros Ticaret A.Ş. (the "Company") and its subsidiaries (collectively referred as the "Group") as at 30 June 2025 and the related condensed consolidated statements of profit or loss, other comprehensive income, changes in equity and cash flows for the six-month period then ended. The management of the Group is responsible for the preparation and fair presentation of this interim condensed consolidated financial information in accordance with Turkish Accounting Standard 34 ("TAS 34") "Interim Financial Reporting". Our responsibility is to express a conclusion on this interim condensed consolidated financial information based on our review.

Scope of review

We conducted our review in accordance with the Standard on Review Engagements ("SRE") 2410, "Review of interim financial information performed by the independent auditor of the entity". A review of interim condensed consolidated financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and the objective of which is to express an opinion on the consolidated financial statements. Consequently, a review on the interim condensed consolidated financial information does not provide assurance that the audit firm will be aware of all significant matters which would have been identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to conclude that the accompanying interim condensed consolidated financial information is not prepared, in all material respects, in accordance with TAS 34.

Other Information

The Group management is responsible for the other information. The other information comprises the information presented in Appendix-1 to the accompanying interim condensed consolidated financial information, which does not have any measurement criteria in accordance with TAS 34 and is not part of the interim condensed consolidated financial information or the conclusion thereon.

Our conclusion on the interim condensed consolidated financial information does not cover the other information and we do not express any form of assurance regarding other information.

In connection with our review of the interim condensed consolidated financial information, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the interim condensed consolidated financial information, or our knowledge obtained in the review or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

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

Salim Alyanak, SMMM Independent Auditor

Istanbul, 12 August 2025

MİGROS TİCARET A.Ş.

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
1-3
INTERIM CONDENSED CONSOLIDATED STATEMENTS
OF PROFIT OR LOSS
4
INTERIM CONDENSED CONSOLIDATED
STATEMENTS
OF
OTHER COMPREHENSIVE INCOME
5
INTERIM CONDENSED CONSOLIDATED STATEMENTS
OF
CHANGES IN EQUITY
6
INTERIM CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS
7-8
NOTES TO THE INTERIM CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS 9-41
NOTE 1 ORGANISATION AND NATURE OF OPERATIONS 9-10
NOTE 2 BASIS OF PRESENTATION OF CONDENSED INTERIM CONSOLIDATED
NOTE 3 FINANCIAL STATEMENTS
PROPERTY, PLANT AND EQUIPMENT
10-15
16-17
NOTE 4 INTANGIBLE ASSETS 18-19
NOTE 5 RIGHT OF USE ASSETS 20
NOTE 6 INVENTORIES 21
NOTE 7 BORROWINGS 21-24
NOTE 8 PROVISIONS, CONTINGENT ASSETS AND LIABILITIES 24-25
NOTE 9 EMPLOYEE BENEFITS OBLIGATION 26-27
NOTE 10 REVENUE 27
NOTE 11 NATURE OF EXPENSES 28
NOTE 12 OTHER OPERATING INCOME AND EXPENSES 29
NOTE 13 INCOME AND EXPENSES FROM INVESTMENT ACTIVITIES 29
NOTE 14 FINANCIAL INCOME 29
NOTE 15 FINANCIAL EXPENSES 30
NOTE 16 TAX ASSET AND LIABILITIES 30-32
NOTE 17 CAPITAL, RESERVES AND OTHER EQUITY ITEMS 33-34
NOTE 18 RELATED PARTY DISCLOSURES 34-35
NOTE 19 EARNINGS PER SHARE 36
NOTE 20 EXCHANGE RATE RISK AND FOREIGN CURRENCY POSITION 36-39
NOTE 21 FINANCIAL INSTRUMENTS 39
NOTE 22 EXPLANATIONS REGARDING NET MONETARY POSITION GAINS/(LOSSES) 40
NOTE 23 SUBSEQUENT EVENTS 40
APPENDIX - 1 EBITDA 41

MİGROS TİCARET A.Ş.

CONDENSED CONSOLIDATED BALANCE SHEETS AS OF 30 JUNE 2025 AND 31 DECEMBER 2024

(Amounts expressed in thousands of TRY based on the 30 June 2025 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

Notes Reviewed
30 June 2025
Audited
31 December 2024
ASSETS
Current assets:
Cash and cash equivalents 22,156,503 26,280,051
Financial investments 21,947 25,113
Trade receivables 2,040,154 1,631,182
-Trade receivables from related parties 18 3,865 73,606
-Trade receivables from third parties 2,036,289 1,557,576
Other receivables 2,929,232 1,270,624
-Other receivables from third parties 2,929,232 1,270,624
Inventories 6 35,469,209 36,346,459
Prepaid expenses 1,424,735 1,513,543
Current income tax assets 16 634,709 179,457
Other current assets 179,950 67,467
Total current assets 64,856,439 67,313,896
Non-current assets:
Financial investments 3,892,994 3,969,927
Other receivables 33,251 40,741
-Other receivables from third parties 33,251 40,741
Property, plant and equipment 3 39,219,558 37,712,866
Right of use assets 5 43,101,705 38,305,451
Intangible assets 26,048,083 25,823,391
-Goodwill 23,414,139 23,414,139
-Other intangible assets 4 2,633,944 2,409,252
Prepaid expenses 1,781,751 1,913,428
Total non-current assets 114,077,342 107,765,804
Total assets 178,933,781 175,079,700

MİGROS TİCARET A.Ş.

CONDENSED CONSOLIDATED BALANCE SHEETS AS OF 30 JUNE 2025 AND 31 DECEMBER 2024

(Amounts expressed in thousands of TRY based on the 30 June 2025 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

Notes Reviewed
30 June 2025
Audited
31 December 2024
LIABILITIES
Current liabilities:
Short term borrowings 153,672 753,471
-Bank loans 7 153,672 753,471
Short term portion of long term borrowings 5,395,339 4,874,240
-Bank loans 7 317,171 406,486
-Lease liabilities 5 5,078,168 4,467,754
Trade payables 67,892,129 67,330,976
-Trade payables to related parties 18 3,793,838 2,334,664
-Trade payables to third parties 64,098,291 64,996,312
Payables related to employee benefits 9 3,328,198 2,717,980
Other payables 2,879,085 2,998,670
-Other payables to third parties 2,879,085 2,998,670
Deferred income 1,843,714 2,030,051
Short term provisions 1,976,971 2,149,009
-Short term provisions for
employee benefits
9 1,596,079 1,578,934
-Other short term provisions 8 380,892 570,075
Total current liabilities 83,469,108 82,854,397
Non-current liabilities:
Long term borrowings 22,003,699 18,985,416
-Bank loans 7 194,504 249,897
-Lease liabilities 5 21,809,195 18,735,519
Other payables 33,992 30,399
-Other payables to third parties 33,992 30,399
Deferred income 33,970 246,941
Long term provisions 1,151,521 1,616,838
-Long term provisions for
employee benefits
9 1,151,521 1,616,838
Deferred tax liabilities 16 4,832,451 4,045,583
Total non-current liabilities 28,055,633 24,925,177
Total liabilities 111,524,741 107,779,574

MİGROS TİCARET A.Ş.

CONDENSED CONSOLIDATED BALANCE SHEETS AS OF 30 JUNE 2025 AND 31 DECEMBER 2024

(Amounts expressed in thousands of TRY based on the 30 June 2025 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

Notes Reviewed
30 June 2025
Audited
31 December 2024
EQUITY
Attributable to equity holders of parent 66,827,735 66,865,030
Share capital 17 181,054 181,054
Share capital
adjustment differences
17 3,949,847 3,949,847
Treasury shares 17 (1,005,231) (1,005,231)
Other comprehensive income
not to be classified to profit or loss (624,064) (582,920)
-Defined benefit plans
re-measurement losses
(3,351,934) (3,351,934)
-Revaluation fund of property, plant and eqiupment 2,727,870 2,769,014
Other accumulated comprehensive income
to be classified to profit or loss 2,379,686 2,485,721
-Gains on financial assets measured at
fair value through OCI 2,379,686 2,485,721
Dividend advanced paid - (602,886)
Restricted reserves 218,510 -
Other reserves 1,961,683 2,019,070
Retained earnings 58,445,103 53,023,543
Net income
for the period
1,321,147 7,396,832
Non-controlling interest 581,305 435,096
Total equity 67,409,040 67,300,126
Total liabilities and equity 178,933,781 175,079,700

MİGROS TİCARET A.Ş.

CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2025 AND 2024

(Amounts expressed in thousands of TRY based on the 30 June 2025 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

Notes Reviewed
1 January -
30 June 2025
Not
Reviewed
1 April -
30 June 2025
Reviewed
1 January -
30 June 2024
Not
Reviewed
1 April -
30 June 2024
Revenue
Cost of sales (-)
10
10,11
174,844,068
(132,807,887)
91,695,852
(69,819,208)
163,434,121
(128,049,603)
86,771,476
(66,895,230)
Gross profit 42,036,181 21,876,644 35,384,518 19,876,246
General administrative expenses (-)
Marketing expenses (-)
Other operating income
Other operating expenses (-)
11
11
12
12
(3,512,200)
(36,389,521)
1,409,696
(9,979,034)
(1,795,211)
(18,512,442)
690,111
(5,478,728)
(3,137,531)
(32,205,800)
1,345,242
(9,195,888)
(1,516,978)
(16,555,131)
695,522
(5,507,186)
Operating loss (6,434,878) (3,219,626) (7,809,459) (3,007,527)
Income from investment activities
Expenses from investment activities (-)
13
13
30,755
(23,367)
30,755
(15,614)
51,966
(9,975)
49,234
(1,139)
Operating loss before financial expenses (6,427,490) (3,204,485) (7,767,468) (2,959,432)
Financial income
Financial expenses (-)
Net monetary position gains
14
15
3,501,770
(5,384,888)
10,804,462
1,758,956
(2,792,162)
4,555,226
2,834,635
(4,504,230)
12,958,574
1,815,280
(2,524,815)
4,483,294
Net profit before tax from continuing operations 2,493,854 317,535 3,521,511 814,327
Tax (expense)/income from continuing operations (1,026,498) 56,247 (889,526) 9,736
Income tax (expense)/income
Deferred tax (expense)/income
16
16
(207,817)
(818,681)
(150,029)
206,276
(168,621)
(720,905)
(98,163)
107,899
Profit from continuing activities
Profit from discontinued operations
Net profit for the period
1,467,356
-
1,467,356
373,782
-
373,782
2,631,985
44,771
2,676,756
824,063
(781)
823,282
Net income attributable to:
- Non-controlling interest
- Equity holders of parent
19 146,209
1,321,147
92,736
281,046
42,996
2,633,760
7,166
816,116
Earnings per share ("TRY") from contiuning operations
Earnings per share ("TRY") from discounted operations
19 8.10
-
1.55
-
14.54
0.25
4.51
-

MİGROS TİCARET A.Ş.

CONDENSED CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME

FOR THE INTERIM PERIOD ENDED 1 JANUARY- 30 JUNE 2025 AND 2024

(Amounts expressed in thousands of TRY based on the 30 June 2025 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

Reviewed Not
Reviewed
Reviewed Not
Reviewed
1 January -
30 June 2025
1 April -
30 June 2025
1 January -
30 June 2024
1 April -
30 June 2024
Net profit for the period 1,467,356 373,782 2,676,756 823,282
Items that not to be reclassified to profit or loss - - - -
-Tangible fixed asset revaluation decreases - - - -
Taxes on other comprehensive income that
will not be reclassified to profit or loss 13,101 6,158 13,381 6,128
-Tangible fixed asset revaluation decreases,
tax effect 13,101 6,158 13,381 6,128
Items to be reclassified to profit or loss (124,747) (22,754) (418,580) (102,783)
- Other comprehensive income on financial assets
at fair value through other comprehensive (expense)/income (124,747) (22,754) (160,900) (77,239)
-Currency translation differences - - (257,680) (25,544)
Taxes on other comprehensive income that
will be reclassified to profit or loss 18,712 3,411 240,047 214,950
- Tax effect other comprehensive expense on financial assets
at fair value through other comprehensive income 18,712 3,411 240,047 214,950
Other comprehensive expense/(income), after tax (92,934) (13,185) (165,152) 118,295
Total comprehensive income 1,374,422 360,597 2,511,604 941,577
Allocation of total comprehensive income 1,374,422 360,597 2,511,604 941,577
-Non-controlling interests 146,209 92,736 42,996 7,166
-Equity holders of parent 1,228,213 267,861 2,468,608 934,411

MİGROS TİCARET A.Ş.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE INTERIM PERIOD ENDED 1 JANUARY - 30 JUNE 2025 AND 2024

(Amounts expressed in thousands of TRY based on the 30 June 2025 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

Other comprehensive
income and expenses
not to be reclassified
to profit or loss
Other comprehensive
income and expenses to be reclassified
to profit or loss
Retained earnings
Share capital
Share adjustment
capital differences
Other
reserves
Treasury
shares
Defined benefit plans
revaluation and
measurement
losses
revaluation fund
of property plant
and equipment
Increase of Gains on financial assets
at fair value
through other translation
comprehensive income differences
Currency Rectricted
reserves
Dividend
advanced
paid
Retained
earnings
Net profit
for the
Attributable
to equity
holders of
period the parents
Non
controlling
interests
Total
equity
Balances as of 1 January 2024 181,054 3,949,847 1,670,855 (1,005,231) (2,766,887) 3,100,838 1,090,079 516,205 - - 39,075,183 14,872,236 60,684,179 387,138 61,071,317
Transfers
Transaction with non-controlling
- - 421,770 - - (55,824) - - - - 14,506,290 (14,872,236) - - -
Shareholders
Acquisition of a subsidiary
Dividend paid
-
-
-
-
-
-
-
-
(73,163)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
57,467
(1,666,858)
-
-
-
-
57,467
(1,740,021)
(39,525)
-
-
(39,525)
57,467
(1,740,021)
Total comprehensive income - - - - - 13,381 79,147 (257,680) - - - 2,633,760 2,468,608 42,996 2,511,604
Net income for the period
Foreign currency translation differences
Revaluation and measurement losses/(gains)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
79,147
-
(257,680)
-
-
-
-
-
-
-
-
-
-
2,633,760
-
-
2,633,760
(257,680)
79,147
42,996
-
-
2,676,756
(257,680)
79,147
Gain on revaluation and measurement
property, plant and equipment
- - - - - 13,381 - - - - - - 13,381 - 13,381
Balances as of 30 June 2024 181,054 3,949,847 2,019,462 (1,005,231) (2,766,887) 3,058,395 1,169,226 258,525 - - 51,972,082 2,633,760 61,470,233 390,609 61,860,842
Balances as of 1 January 2025 181,054 3,949,847 2,019,070 (1,005,231) (3,351,934) 2,769,014 2,485,721 - - (602,886) 53,023,543 7,396,832 66,865,030 435,096 67,300,126
Transfers
Dividend paid
-
-
-
-
32,647
(90,034)
-
-
-
-
(54,245)
-
-
-
-
-
218,510
-
602,886
-
6,597,034
(1,175,474)
(7,396,832)
-
-
(1,265,508)
-
-
-
(1,265,508)
Total comprehensive income - - - - - 13,101 (106,035) - - - - 1,321,147 1,228,213 146,209 1,374,422
Net income for the period
Revaluation and measurement losses/(gains)
-
-
-
-
-
-
-
-
-
-
-
-
-
(106,035)
-
-
-
-
-
-
-
-
1,321,147
-
1,321,147
(106,035)
146,209
-
1,467,356
(106,035)
Gain on revaluation and measurement
property, plant and equipment
- - - - - 13,101 - - - - - - 13,101 - 13,101
Balances as of 30 June 2025 181,054 3,949,847 1,961,683 (1,005,231) (3,351,934) 2,727,870 2,379,686 - 218,510 - 58,445,103 1,321,147 66,827,735 581,305 67,409,040

MİGROS TİCARET A.Ş.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE INTERIM PERIOD ENDED 1 JANUARY - 30 JUNE 2025 AND 2024

(Amounts expressed in thousands of TRY based on the 30 June 2025 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

Notes Reviewed
1 January -
30 June 2025
Reviewed
1 January -
30 June 2024
Cash flows from operating activities:
Net profit for the period 1,467,356 2,676,756
Profit from continuing activities 1,467,356 2,631,985
Profit from discontinued operations - 44,771
Adjustments related to reconciliation of
net profit for the period 17,670,914 15,896,968
Adjustments for depreciation and amortisation expenses 11 6,769,351 5,410,351
Adjustments for impairment on receivables 12 29,368 26,791
Adjustments for inventory provisions 58,443 (23,571)
Adjustments for impairment on property, plant and equipment 3,13 23,367 9,975
Adjustments for provision for employee benefits 9 556,688 495,037
Adjustments for provision for litigation 12 79,116 146,450
Adjustments for other provisions (141,140) 89,729
Adjustments for interest income 14 (3,136,425) (2,340,008)
Adjustments for interest expense 15 5,174,519 4,312,922
Adjustments for deferred financing
due to forward purchases expenses 12 9,678,959 8,889,694
Adjustments for unearned finance income from sales 12 (1,082,299) (1,145,893)
Adjustments for unrealized foreign exchange losses
related to bank borrowings 7 - 16,764
Adjustments for fair value gains/(losses)
arising from derivatives 15 - (90,488)
Adjustments for income tax expense 16 1,026,498 889,526
Gains on sale of
property plant and equipment 13 (30,755) (51,966)
Adjustments for monetary position gains (1,334,776) (738,345)
Changes in net working capital (683,528) 7,367,473
Adjustments for increase in trade receivables (410,628) (1,534,681)
Adjustments for decrease /( increase) in inventories 818,807 2,006,538
Adjustments for (increase) decrease in other receivables related with operations (1,517,973) 3,087,305
Adjustments for increase in trade payables 402,613 777,907
Adjustments for increase in other payables related with operations 23,653 3,030,404
Cash flows from operating activities 18,454,742 25,941,197
Employee benefits paid 9 (549,989) (833,622)
Interest received 1,086,760 1,126,286
Interest paid (9,520,419) (9,651,614)
Taxes paid (663,069) (302,723)
Other provisions paid (42,840) (98,694)
Net cash provided by operating activities 8,765,185 16,180,830

MİGROS TİCARET A.Ş.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE INTERIM PERIOD ENDED 1 JANUARY - 30 JUNE 2025 AND 2024

(Amounts expressed in thousands of TRY based on the 30 June 2025 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

Notes Reviewed
1 January -
30 June
2025
Reviewed
1 January -
30 June
2024
Investing activities
Cash outflows from the purchase of
tangible and intangible assets
Cash inflows from the sale of
3,4 (4,742,301) (4,920,754)
tangible and intangible assets 97,995 63,650
Increase in share capital of
subsidiaries
cash outflows - (586,074)
Cash flows from investing activities (4,644,306) (5,443,178)
Financing activities
Proceed from borrowings 7 - 3,039
Cash outflows from repayments
of borrowings
7 (492,118) (920,117)
Cash inflows/(outflows)
from repayment of derivative
instruments - 56,642
Interest received 14 3,136,425 2,340,008
Interest paid
Dividends paid
(3,086,804)
(1,265,508)
(2,773,535)
(1,740,021)
Cash outflows from payments
of lease liabilities (3,490,980) (2,244,927)
Cash flows from financing activities (5,198,985) (5,278,911)
Monetary loss on cash and cash equivalents (3,058,333) (3,973,062)
Effect
of foreign currency translation
differences on cash and cash equivalents
12,891 19,223
Net increase/(decrease)
in cash and cash equivalents
(4,123,548) 1,504,902
Cash and cash equivalents
at
the begining of the period
26,280,051 20,812,161
Cash and cash equivalents at
the end of the period
22,156,503 22,317,063

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2025

(Amounts expressed in thousands of TRY based on the 30 June 2025 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 1 - ORGANISATION AND NATURE OF OPERATIONS

Migros Ticaret A.Ş., (collectively referred to as "Migros" or the "Company"), was established on 19 March 2008 and is registered in Istanbul, Turkey under the Turkish Commercial Code. (Migros Türk Ticaret Anonim Şirketi, which was established in 1954, merged with its parent company Moonlight Perakendecilik ve Ticaret Anonim Şirketi ("Moonlight Perakendecilik") on 30 April 2009 and the trade name of Moonlight Retailing was changed as Migros Ticaret A.Ş.)

The Company and its subsidiaries together will be referred as "the Group".

The company is controlled by AG Anadolu Grubu Holding A.Ş., its parent company. AG Anadolu Grubu Holding A.Ş. is controlled by AG Sınai Yatırım ve Yönetim A.Ş., and AG Sınai Yatırım ve Yönetim A.Ş. is a management company that ultimately manages, with equal representation of and by way of equal management by the Süleyman Kamil Yazıcı family and the Özilhan family, the affiliates of AG Anadolu Grubu Holding A.Ş and subsdiaries. AG Anadolu Grubu Holding A.Ş. holds a 50% indirect share.

The Group is mainly engaged in retail sales in food & beverages, consumer goods and wholesale. Other than that the Group is also engaged in online food retailing, takeout food, payment and e-money services, logistic (motorcycle courier) services, media (marketing of media assets) and shopping mall management.

As of 30 June 2025, the Group has a total sales area of 2,053,703 m2 (31 December 2024: 2,031,904 m2) with a retail store area of 2,031,130 m2 and a wholesale store area of 22,573 m2, 3,654 retail stores and 29 wholesale stores, operates in a total of 3,683 (31 December 2024: 3,621) stores. As of the end of the period as of 30 June 2025, the total number of employees of the Group is 56,422 (31 December 2024: 53,328). Retailing is the Group's core business, accounting for approximately 97% (31 December 2024: 97%) of gross sales.

The address of the registered office is as follows:

Migros Ticaret A.Ş. Atatürk Mah., Turgut Özal Blv., No: 7 Ataşehir İstanbul

These interim condensed consolidated financial statements have been approved for issue by the Board of Directors ("BOD") on 12 August 2025 and signed by Ö. Özgür Tort, General Manager, and Ferit Cem Doğan, Assistant General Manager, on behalf of the BoD. The owners of the Company and regulatories have the power to amend the consolidated financial statements after the issue in the General Assembly meeting of the Company.

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2025

(Amounts expressed in thousands of TRY based on the 30 June 2025 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 1 - ORGANISATION AND NATURE OF OPERATIONS (Continued)

Subsidiaries:

The Company has the following subsidiaries (the "Subsidiaries"). The nature of the business of the Subsidiaries and for the purpose of the consolidated financial statements, their respective geographical segments are as follows:

Subsidiaries Country of
incorporation
Geographical
segment
Nature of
business
30 June
2025
(%)
31 December
2024
(%)
Moneypay Finansal Teknoloji ve Corporate
Yapay Zeka A.Ş. (**) Turkey Turkey payment service 63.0 -
Mimeda Medya Platform A.Ş. Turkey Turkey Media 100.0 100.0
Services limited
by e-money
Moneypay Ödeme ve Elektronik Para Hizmetleri A.Ş. Turkey Turkey legislation 80.0 80.0
Paket Lojistik ve Teknolojik A.Ş. Turkey Turkey Logistics 98.7 98.7
Online
Dijital Platform Gıda Hizmetleri A.Ş. Turkey Turkey food retaling 93.0 93.0
Migen Enerji ve Elektrikli Charging
Şarj Hizmetleri A.Ş. (*) Turkey Turkey service 100.0 100.0
CRC Danışmanlık ve Packaged
Organizasyon A.Ş. Turkey Turkey food production 48.6 48.6

(*) Considering the concept of monetary significance, it has not been included in the scope of consolidation.

(**) In March 2025, a new subsidiary titled "Moneypay Finansal Teknoloji ve Yapay Zeka A.Ş." was established to operate in the field of corporate payment services including third party distributor payment, supplier financing, etc. Migros and Moneypay own 55% and 10% of the new subsidiary, respectively.

NOTE 2 - BASIS OF PRESENTATION OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2.1 Basis of Presentation

2.1.1 Basis of preperation and presentation of financial statements

The companies of the Group operating in Turkey keep their accounting records and legal financial statements in accordance with the accounting and financial reporting standards ("CMB Financial Reporting Standards") accepted by the Capital Markets Board ("CMB"), Turkish Commercial Code ("TCC") and in Turkish Lira in accordance with the provisions of the Tax Legislation and the requirements of the Uniform Chart of Accounts published by the Ministry of Finance. The subsidiary operating abroad, on the other hand, prepares its accounting records and statutory financial statements in accordance with the laws and regulations of the country in which it operates.

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2025

(Amounts expressed in thousands of TRY based on the 30 June 2025 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

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

2.1 Basis of Presentation (Continued)

2.1.1 Basis of preperation and presentation of financial statements (Continued)

The interim condensed consolidated financial statements are based on the statutory financial statements of the Group's subsidiaries and presented in Turkish Lira in accordance with the CMB financial reporting standards with certain adjustments and reclassifications for the purpose of fair presentation. Such adjustments are primarily related to application of consolidation accounting, accounting for deferred taxes on temporary differences, accounting for employment termination benefits on an actuarial basis and accruals for various expenses. Except for the financial assets carried from their fair values and assets and liabilities, financial statements are prepared on historical cost basis.

The interim condensed consolidated financial statements have been prepared in accordance with the provisions of the Capital Markets Board's Communiqué Series II, No. 14.1 "Principles of Financial Reporting in the Capital Markets" ("Communiqué") published in the Official Gazette dated 13 June 2013 and numbered 28676. Pursuant to Article 5, the Turkish Financial Reporting Standards, which were put into effect by the Public Oversight, Accounting and Auditing Standards Authority, and their annexes and comments are taken as basis.

In the scope of the CMB's "Communiqué on Financial Reporting in Capital Market" Numbered II- 14.1 (Communiqué), the Group has prepared condensed consolidated interim financial statements in accordance with TAS 34 "Interim Financial Reporting". The financial statements and explanatory notes are presented using the compulsory standard formats as published by the Communiqué. In accordance with the TAS, the entities are allowed to prepare a complete set of interim financial statements in accordance with TAS 34, "Interim Financial Reporting". In this respect the Group has preferred to prepare condensed consolidated financial statements in the interim periods and prepared the aforementioned condensed consolidated financial statements in compliance with CMB Financial Reporting Standards.

Furthermore in accordance with the Communiqué and announcements regarding the explanations of the Communiqué, guarantee pledge, mortgage table, foreign currency position table, total export and total import amounts and hedging amount of total foreign currency liabilities are presented in the interim condensed consolidated financial statements disclosures (Note 8, 20).

2.1.2 Comparative information and restatement of prior period financial statements

The consolidated financial statements of the Group are prepared comparatively with the previous period in order to enable the determination of financial position and performance trends. In order to comply with the presentation of the current period consolidated financial statements, comparative information is reclassified when it is necessary and significant differences are disclosed.

2.1.3 Changes in the accounting policies, estimates and errors

In case of changes and errors in accounting policies and accounting estimates, significant changes and significant accounting errors are applied retrospectively and the previous period financial statements are restated. Changes in accounting estimates are applied in the current period if the change is made for only one period, and both in the period when the change is made and prospectively if it is related to future periods.

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2025

(Amounts expressed in thousands of TRY based on the 30 June 2025 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

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

2.1 Basis of Presentation (Continued)

2.1.4 Functional and reporting currency

Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ("the functional currency"). The consolidated financial statements are presented in TRY, which is the functional currency of Migros Ticaret A.Ş. and the reporting currency of the Group.

Group companies

The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

  • Assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet
  • Income and expenses for each statement of profit or loss and statement of comprehensive income are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions),
  • All resulting exchange differences are recognised in other comprehensive income.

Going concern

The consolidated financial statements of the Group have been prepared assuming that the Company and subsidiaries will continue as a going concern on the basis that entity will be able to realize its assets and discharge its liabilities in the normal course of business.

Offsetting

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously.

2.2 Financial reporting in hyperinflationary economy

The Group prepared its consolidated financial statements as at and for the period ended 30 June 2025 by applying TAS 29 "Financial Reporting in Hyperinflationary Economies" in accordance with the announcement made by POA on 23 November 2023 and the "Application Guidance on Financial Reporting in Hyperinflationary Economies". TAS 29 is applied to the financial statements, including the consolidated financial statements, of any entity whose functional currency is the currency of a hyperinflationary economy. According to the standard, financial statements prepared in the currency of a hyperinflationary economy are presented in terms of the purchasing power of that currency at the balance sheet date. Prior period financial statements are also presented in the current measurement unit at the end of the reporting period for comparative purposes. Therefore, the Group has presented its consolidated financial statements as of 30 June 2024 and 31 December 2024 on a purchasing power basis as of 30 June 2025.

Pursuant to the decision of the Capital Markets Board (SPK) dated 28 December 2023 and numbered 81/1820, it has been decided that issuers and capital market institutions subject to financial reporting regulations that apply Turkish Accounting/Financial Reporting Standards will apply inflation accounting by applying the provisions of IAS 29 starting from their annual financial reports for the periods ending on 31 December 2023.

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2025

(Amounts expressed in thousands of TRY based on the 30 June 2025 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

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

2.2 Financial reporting in hyperinflationary economy (Continued)

The adjustments made in accordance with IAS 29 were made using the adjustment coefficient obtained from the Consumer Price Index (CPI) of Turkey published by the Turkish Statistical Institute (TSI). As of 30 June 2025, the indices and adjustment coefficients used in the adjustment of the consolidated financial statements are as follows:

Three year Compound
Date Index Coefficient Interest rate
30 June 2025 3,132.17 1.00000 220%
31 December 2024 2,684.55 1.16674 291%
30 June 2024 2,319.29 1.35049 324%

The main elements of the Group's adjustment process for financial reporting in hyperinflationary economies are as follows:

  • Current period consolidated financial statements prepared in TRY are expressed in terms of the purchasing power at the balance sheet date, and amounts from previous reporting periods are also adjusted and expressed in terms of the purchasing power at the end of the reporting period.
  • Monetary assets and liabilities are not adjusted as they are already expressed in terms of the current purchasing power at the balance sheet date. In cases where the inflation-adjusted values of non-monetary items exceed their recoverable amount or net realizable value, the provisions of IAS 36 "Impairment of Assets" and IAS 2 "Inventories" are applied, respectively.
  • Non-monetary assets and liabilities and equity items that are not expressed in terms of the current purchasing power at the balance sheet date have been adjusted using the relevant adjustment coefficients.

2.3 New and amended Turkish Financial Reporting Standards

a) Standards, amendments, and interpretations applicable as of 30 June 2025:

Amendments to IAS 21 - Lack of Exchangeability; effective from annual periods beginning on or after 1 January 2025. An entity is impacted by the amendments when it has a transaction or an operation in a foreign currency that is not exchangeable into another currency at a measurement date for a specified purpose. A currency is exchangeable when there is an ability to obtain the other currency (with a normal administrative delay), and the transaction would take place through a market or exchange mechanism that creates enforceable rights and obligations.

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2025

(Amounts expressed in thousands of TRY based on the 30 June 2025 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

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

  • 2.3 New and amended Turkish Financial Reporting Standards
  • b) Standards, amendments and interpretations that are issued but not effective as of 30 June 2025:
  • Amendment to IFRS 9 and IFRS 7 - Classification and Measurement of Financial Instruments; effective from annual reporting periods beginning on or after 1 January 2026 (early adoption is available). These amendments:
    • clarify the requirements for the timing of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system;
    • clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion;
    • add new disclosures for certain instruments with contractual terms that can change cash flows (such as some instruments with features linked to the achievement of environment, social and governance (ESG) targets); and
    • make updates to the disclosures for equity instruments designated at Fair Value through Other Comprehensive Income (FVOCI).
  • Annual improvements to IFRS – Volume 11; effective from annual periods beginning on or after 1 January 2026 (earlier application permitted). Annual improvements are limited to changes that either clarify the wording in an Accounting Standard or correct relatively minor unintended consequences, oversights or conflicts between the requirements in the Accounting Standards. The 2024 amendments are to the following standards:
    • IFRS 1 First-time Adoption of International Financial Reporting Standards;
    • IFRS 7 Financial Instruments: Disclosures and its accompanying Guidance on implementing IFRS 7;
    • IFRS 9 Financial Instruments;
    • IFRS 10 Consolidated Financial Statements; and
    • IAS 7 Statement of Cash Flows.
  • Amendment to IFRS 9 and IFRS 7 - Contracts Referencing Nature-dependent Electricity; effective from annual periods beginning on or after 1 January 2026 but can be early adopted subject to local endorsement where required. These amendments change the 'own use' and hedge accounting requirements of IFRS 9 and include targeted disclosure requirements to IFRS 7. These amendments apply only to contracts that expose an entity to variability in the underlying amount of electricity because the source of its generation depends on uncontrollable natural conditions (such as the weather). These are described as 'contracts referencing nature-dependent electricity'.

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2025

(Amounts expressed in thousands of TRY based on the 30 June 2025 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

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

2.3 New and amended Turkish Financial Reporting Standards (Continued)

  • IFRS 18 Presentation and Disclosure in Financial Statements; effective from annual periods beginning on or after 1 January 2027. This is the new standard on presentation and disclosure in financial statements, with a focus on updates to the statement of profit or loss. The key new concepts introduced in IFRS 18 relate to:
    • the structure of the statement of profit or loss;
    • required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity's financial statements (that is, managementdefined performance measures); and
    • enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general.
  • IFRS 19 Subsidiaries without Public Accountability: Disclosures; effective from annual periods beginning on or after 1 January 2027. This new standard works alongside other IFRS Accounting Standards. An eligible subsidiary applies the requirements in other IFRS Accounting Standards except for the disclosure requirements and instead applies the reduced disclosure requirements in IFRS 19. IFRS 19's reduced disclosure requirements balance the information needs of the users of eligible subsidiaries' financial statements with cost savings for preparers. IFRS 19 is a voluntary standard for eligible subsidiaries. A subsidiary is eligible if:
    • it does not have public accountability; and
    • it has an ultimate or intermediate parent that produces consolidated financial statements available for public use that comply with IFRS Accounting Standards.

These changes are not expected to have a significant impact on the financial status and performance of the Group.

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2025 (Amounts expressed in thousands of TRY based on the 30 June 2025 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 3 - PROPERTY, PLANT AND EQUIPMENT

Movement of property, plant and equipments period ended at 30 June 2025 is as follows;

1 January 2025 Additions Disposals
(-)
Impairment
loss
(*)
Transfers 30 June 2025
Cost
Lands 2,485,195 - - - 251,798 2,736,993
Buildings 5,408,200 - - - 7,119 5,415,319
Leasehold improvements 21,101,951 44,906 (40,166) (31,769) 462,532 21,537,454
Machinery and equipments 28,109,276 42,287 - - 729,254 28,880,817
Motor vehicles 1,002,065 12,197 (39,094) - 17,537 992,705
Furniture and fixtures 13,267,829 74,802 (40,916) - 2,221,015 15,522,730
Construction in progress 2,440,199 4,003,959 (743) - (3,689,255) 2,754,160
73,814,715 4,178,151 (120,919) (31,769) - 77,840,178
Accumulated depreciation
Buildings (528,032) (78,493) - - - (606,525)
Leasehold improvements (14,118,031) (871,590) 14,155 8,402 - (14,967,064)
Machinery and equipments (14,005,714) (1,105,231) - - - (15,110,945)
Motor vehicles (390,745) (53,462) 33,425 - - (410,782)
Furniture and fixtures (7,059,327) (472,076) 6,099 - - (7,525,304)
(36,101,849) (2,580,852) 53,679 8,402 - (38,620,620)
Net book value 37,712,866 39,219,558

(*) Impairment loss amounting to TRY 23,367 consists of leasehold improvements of the stores closed in 2025 (Note 13).

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2025 (Amounts expressed in thousands of TRY based on the 30 June 2025 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 3 - PROPERTY, PLANT AND EQUIPMENT (Continued)

Movement of property, plant and equipments period ended at 30 June 2024 is as follows;

Consolidation Currency
for the Impairment translation
1 January 2024 Additions first time Disposals(-) loss(*) Transfers differences 30
June
2024
Cost
Lands 3,213,745 - - - - 2,286 (81,487) 3,134,544
Buildings 6,308,058 15,414 - - - 512,784 (108,806) 6,727,450
Leasehold improvements 18,801,450 146,713 1,465 - (20,378) 491,524 - 19,420,774
Machinery and equipments 24,576,950 163,311 123,215 (387,970) - 1,150,569 (9,355) 25,616,720
Motor vehicles 992,678 19,027 3,071 (9,779) - 5,044 - 1,010,041
Furniture and fixtures 11,391,701 91,132 11,705 (51,400) - 327,929 (2,361) 11,768,706
Construction in progress 1,608,698 4,171,966 28,329 - - (2,490,136) - 3,318,857
66,893,280 4,607,563 167,785 (449,149) (20,378) - (202,009) 70,997,092
Accumulated depreciation
Buildings (483,409) (85,479) - - - - (109,446) (678,334)
Leasehold improvements (12,644,919) (700,059) (1,261) - 10,403 - - (13,335,836)
Machinery and equipments (12,841,466) (923,815) (52,878) 387,834 - - 7,964 (13,422,361)
Motor vehicles (275,219) (72,592) (3,349) 8,089 - - - (343,071)
Furniture and fixture (6,461,428) (362,443) (7,455) 41,542 - - 2,332 (6,787,452)
(32,706,441) (2,144,388) (64,943) 437,465 10,403 - (99,150) (34,567,054)
Net book value 34,186,839 36,430,038

(*) Impairment loss amounting to TRY 9,975 consists of leasehold improvements of the stores closed in 2024 (Note 13).

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2025 (Amounts expressed in thousands of TRY based on the 30 June 2025 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 4 - INTANGIBLE ASSETS

Movement of intangible assets period ended at 30 June 2025 is as follows;

Consolidated for Currency
translation
1 January 2025 Additions the first time Disposals
(-)
differences 30 June 2025
Cost
Trademark 12,708 - - - - 12,708
Rent agreements 178,418 - - - - 178,418
Rights 5,929,440 459,965 - - - 6,389,405
Other intangible assets 2,554,382 104,185 - - - 2,658,567
8,674,948 564,150 - - - 9,239,098
Accumulated amortisation
Rent agreements (178,418) - - - - (178,418)
Rights (4,056,645) (332,492) - - - (4,389,137)
Other intangible assets (2,030,633) (6,966) - - - (2,037,599)
(6,265,696) (339,458) - - - (6,605,154)
Net book value 2,409,252 2,633,944

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2025 (Amounts expressed in thousands of TRY based on the 30 June 2025 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 4 - INTANGIBLE ASSETS (Continued)

Movement of intangible assets period ended at 30 June 2024 is as follows;

Consolidated for Currency
translation
1 January 2024 Additions the first time Disposals
(-)
differences 30 June 2024
Cost
Trademark 12,708 - - - - 12,708
Rent agreements 178,418 - - - - 178,418
Rights 4,718,858 286,516 2,309 - - 5,007,683
Other intangible assets 2,464,614 26,675 22 - (1,757) 2,489,554
7,374,598 313,191 2,331 - (1,757) 7,688,363
Accumulated amortisation
Rent agreements (178,418) - - - - (178,418)
Rights (3,346,756) (201,813) (1,556) - - (3,550,125)
Other intangible assets (2,032,365) (2,077) (22) - (56) (2,034,520)
(5,557,539) (203,890) (1,578) - (56) (5,763,063)
Net book value 1,817,059 1,925,300

Amortisation expenses related to intangible assets have been accounted under marketing expenses.

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2025

(Amounts expressed in thousands of TRY based on the 30 June 2025 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 5 - RIGHT OF USE ASSETS

For the periods ended on 30 June 2025 and 2024, movement on right of use assets is as follows:

1 January 2025 Additions Disposals 30 June 2025
Cost
Buildings 64,252,508 9,164,717 (851,172) 72,566,053
64,252,508 9,164,717 (851,172) 72,566,053
Accumulated Amortisation
Buildings (25,947,057) (3,849,041) 331,750 (29,464,348)
(25,947,057) (3,849,041) 331,750 (29,464,348)
Net book value 38,305,451 43,101,705
1 January 2024 Additions Disposals 30 June 2024
Cost
Buildings 47,891,546 8,048,464 (644,776) 55,295,234
47,891,546 8,048,464 (644,776) 55,295,234
Accumulated Amortisation
Buildings (20,558,239) (3,072,981) 424,389 (23,206,831)
(20,558,239) (3,072,981) 424,389 (23,206,831)
Net book value 27,333,307 32,088,403

Amortisation expenses related to right of use asset have been accounted under marketing expenses.

The Group earned revenue of TRY140,464 (2024: TRY107,505) from sub-leasing transactions.

Short-term lease liabilities
30
June
2025
31 December 2024
Lease liabilities 5,078,168 4,467,754
5,078,168 4,467,754
Long-term lease liabilities 30
June
2025
31 December 2024
Lease liabilities 21,809,195 18,735,519
21,809,195 18,735,519

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2025

(Amounts expressed in thousands of TRY based on the 30 June 2025 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 6 - INVENTORIES

30 June 2025 31 December 2024
Finished goods and commodities 34,993,110 35,854,305
Work in progress 654,942 654,907
Raw materials 369,185 346,143
Other 117,979 98,668
Less: Provision for net realiazable value (666,007) (607,564)
35,469,209 36,346,459
Movement of impairment on inventory is as follows:
2025 2024
Beginning balance, as of
1 January,
607,564 767,960
Charge for the period 437,043 444,003
Provisions released (-) (378,600) (467,574)

Closing balance, as of 30 June, 666,007 744,389

NOTE 7 - BORROWINGS

30 June
2025
Effective
interest rate
(%)
In original
currency
Total
TRY
equivalent
Short term borrowings
Fixed interest rate
-
TRY
17.10 153,672 153,672
Total short term borrowings 153,672
Current portion of
long term borrowings
Floating interest rate -
TRY
55.62 317,171 317,171
Total current portion of
long term
borrowings
317,171
Total short term borrowings 470,843
Long term
borrowings
Floating interest rate -
TRY
55.62 194,504 194,504
Total long term
borrowings
194,504
Total financial liabilities 665,347

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2025

(Amounts expressed in thousands of TRY based on the 30 June 2025 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 7 - BORROWINGS (Continued)

The redemption schedule of borrowings with effective interest rate at 30 June 2025 is as follows:

Total
TRY Loan TRY equivalent
1 July 2025 - 30 June 2026 470,843 470,843
1 July 2026 - 14 December 2026 194,504 194,504
665,347 665,347

The fair value of borrowings at 30 June 2025 is TRY505,389.

The redemption schedule of principal amounts of borrowings at 30 June 2025 is as follows:

TRY Loan Total
TRY equivalent
1 July 2025 - 30 June 2026 341,023 341,023
1 July 2026 - 14 December 2026 235,408 235,408
576,431 576,431

The redemption schedule of contractual cash outflows, which consists of principal and interest, of borrowings at 30 June 2025 is as follows:

Total
TRY Loan TRY equivalent
1 July 2025 - 30 June 2026 1,164,159 1,164,159
1 July 2026 - 14 December 2026 367,805 367,805
1,531,964 1,531,964

The Group has the obligation to comply with the various credit commitments in the loan agreement in the interest of the said bank credits. The financial ratios calculated on the financial statements as of 30 June 2025 are in line with the provisions of the bank loan agreement.

The movement schedule of borrowings as of 30 June 2025 and 2024 is as follows;

2025 2024
Beginning balance, as of 1 January, 1,409,854 3,401,360
Proceeds of borrowings - 3,039
Payments (-) (492,118) (920,117)
Interest accrual (122,153) 186,773
Foreign exchange losses - 16,764
Monetary gain (130,236) (613,327)
Closing
balance, as of 30 June,
665,347 2,074,492

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2025

(Amounts expressed in thousands of TRY based on the 30 June 2025 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 7 - BORROWINGS (Continued)

31 December 2024
Effective In original Total
interest rate (%) currency TRY equivalent
Short term borrowings
Fixed interest rate - TRY 27.49 753,471 753,471
Total short term borrowings 753,471
Current portion of
long term borrowings
Floating interest rate - TRY 60.07 406,486 406,486
Total current portion of
long term borrowings
406,486
Total short term borrowings 1,159,957
Long term borrowings
Floating interest rate - TRY 60.07 249,897 249,897
Total long term borrowings 249,897
Total financial liabilities 1,409,854

The redemption schedule of borrowings with effective interest rate at 31 December 2024 is as follows:

TRY Loan Total
TRY equivalent
1 January 2025 - 31 December 2025 1,159,957 1,159,957
1 January 2026 - 14 December 2026 249,897 249,897
1,409,854 1,409,854

The fair value of borrowings at 31 December 2024 is TRY1,165,061.

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2025

(Amounts expressed in thousands of TRY based on the 30 June 2025 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 7 - BORROWINGS (Continued)

The redemption schedule of principal amounts of bank borrowings at 31 December 2024 is as follows:

Total
TRY Loan TRY equivalent
1 January 2025 - 31 December 2025 960,132 960,132
1 January 2026 - 14 December 2026 274,660 274,660
1,234,792 1,234,792

The redemption schedule of contractual cash outflows, which consists of principal and interest of borrowings at 31 December 2024 is as follows:

Total
TRY Loan TRY equivalent
1 January 2025 - 31 December 2025 1,380,503 1,380,503
1 January 2026 - 14 December 2026 441,483 441,483
1,821,986 1,821,986

NOTE 8 - PROVISIONS, CONTINGENT ASSETS AND LIABILITIES

Short-term provisions

30 June 2025 31 December 2024
Provision for litigation 340,878 361,292
Provision for customer loyalty programs 32,074 15,239
Provision for invoice 7,940 193,544
380,892 570,075

There are various lawsuits filed against or in favour of the Group. Receivables, rent or labour disputes constitute the majority of these lawsuits. The Group management estimates the outcomes of these lawsuits and estimates their financial impact according to which the necessary provisions are accounted.

Movements in the provision for litigation during the period are as follows:

2025 2024
Beginning balance, as of 1 January, 361,292 243,919
Increase during period 79,116 146,450
Payments (-) (52,467) (45,578)
Monetary gain (47,063) (50,430)
Closing
balance, as of 30 June,
340,878 294,361

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2025

(Amounts expressed in thousands of TRY based on the 30 June 2025 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 8 - PROVISIONS, CONTINGENT ASSETS AND LIABILITIES (Continued)

Collaterals, Pledges, Mortgages

30 June 2025:

Total
TRY equivalent TRY USD EUR
A. CPM given on behalf of the Company's
legal personality
3,575,460 3,552,014 542 40
B. CPM given on behalf of fully consolidated
subsidiaries
- - - -
Total collaterals, pledges and mortgages 3,575,460 3,552,014 542 40

31 December 2024:

Total
TRY equivalent TRY USD EUR
A. CPM given on behalf of the Company's
legal personality
B. CPM given on behalf of fully consolidated
3,890,210 3,877,722 329 23
subsidiaries - - - -
Total collaterals, pledges and mortgages 3,890,210 3,877,722 329 23

Contingent assets and liabilities

Guarantees given at 30 June 2025 and 31 December 2024 are as follows:

30 June 2025 31 December 2024
Letter of guarantees given 3,575,460 3,890,210
3,575,460 3,890,210

Guarantees received at 30 June 2025 and 31 December 2024 are as follows:

30 June 2025 31 December 2024
Guarantees obtained from customers 3,485,534 2,738,626
Mortgages obtained from customers 864,954 419,915
4,350,488 3,158,541

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2025

(Amounts expressed in thousands of TRY based on the 30 June 2025 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 9 - EMPLOYEE BENEFITS OBLIGATION

Payables within the scope of employee benefits as of 30 June 2025 and 31 December 2024 are as follows:

1,805,749
1,030,601 912,231
3,328,198 2,717,980
2,297,597

Employee benefits are as of 30 June 2025 and 31 December 2024 as follows:

30 June 2025 31 December 2024
Provision for unused vacation 1,596,079 1,578,934
Provision for employment termination benefits 1,151,521 1,616,838
2,747,600 3,195,772

Movement of provision for unused vacation for the periods ended in 30 June 2025 and 2024 is as follows:

2025 2024
Beginning balance, as of 1 January, 1,578,934 1,579,668
Increase during period 364,614 304,660
Used in period
(-)
(112,115) (171,931)
Monetary gain (235,354) (312,042)
Closing balance, as of 30 June, 1,596,079 1,400,355

Movement of provision for employee termination benefits for the periods ended in 30 June 2025 and 2024 is as follows:

2025 2024
Beginning balance, as of 1 January, 1,616,838 2,013,601
Provision during year 71,509 78,288
Interest cost 120,565 112,089
Payments (-) (437,874) (661,691)
Monetary gain (219,517) (363,556)
Closing balance, as of 30 June, 1,151,521 1,178,731

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2025

(Amounts expressed in thousands of TRY based on the 30 June 2025 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 9 - EMPLOYEE BENEFITS OBLIGATION (Continued)

Provision for employment termination benefits

Under the Turkish Labour Law, the Company is required to pay termination benefits to each employee who has completed one year of service and who reaches the retirement age, whose employment is terminated without due cause, is enlisted for military service or passed away. The termination benefit to be paid is one month wage per a service year up to the maximum employment termination benefit.

In the condensed interim consolidated financial statements as of 30 June 2025 and consolidated financial statements as of 31 December 2024, the Group reflected a liability calculated using the projected unit credit method and based upon factors derived using their experience of personnel terminating their services and being eligible to receive retirement pay and discounted by using the current market yield at the balance sheet date on government bonds.

The principal assumption is that the maximum liability for each year of service will increase in line with inflation. Thus, the discount rate applied represents the expected real rate after adjusting for the anticipated effects of future inflation. As the maximum liability is revised once every six months, the maximum amount of TRY 53,919.68 effective from 1 July 2025 has been taken into consideration in calculating the reserve for employment termination benefit of the Group.

1 January -
30 June 2025
1 April -
30 June 2025
1 January -
30 June 2024
1 April -
30 June 2024
Sales revenue:
Domestic sales
Other sales
176,906,062
415,554
92,519,601
238,179
165,207,328
358,830
87,490,788
221,653
Gross sales 177,321,616 92,757,780 165,566,158 87,712,441
Discounts and returns (-) (2,477,548) (1,061,928) (2,132,037) (940,965)
Sales revenue, net 174,844,068 91,695,852 163,434,121 86,771,476
Cost of sales (-) (132,807,887) (69,819,208) (128,049,603) (66,895,230)
Gross profit 42,036,181 21,876,644 35,384,518 19,876,246

NOTE 10 - REVENUE

Details of domestic sales before other sales, discounts and returns are as follows:

1 January -
30 June 2025
1 April -
30 June 2025
1 January -
30 June 2024
1 April -
30 June 2024
Retail sales revenue 172,382,543 90,182,340 159,161,027 84,634,220
Wholesale revenue 3,808,386 1,950,508 5,404,620 2,565,825
Rent income 715,133 386,753 641,681 290,743
176,906,062 92,519,601 165,207,328 87,490,788

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2025

(Amounts expressed in thousands of TRY based on the 30 June 2025 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 11 – NATURE OF EXPENSES

1 January -
30 June 2025
1 April -
30 June 2025
1 January -
30 June 2024
1 April -
30 June 2024
Personnel expenses 20,310,595 10,245,707 18,122,629 9,125,232
Depreciation and amortisation 6,769,351 3,426,680 5,410,351 2,731,307
Rent and common area(*) 4,531,054 2,385,091 4,191,986 2,220,231
Energy 1,516,648 782,913 1,575,895 802,512
Porterage and cleaning 1,331,556 665,066 1,190,163 595,614
Advertising 1,281,050 633,642 1,017,174 566,234
Information technology maintenance 1,256,615 627,927 946,652 394,505
Repair and maintanence 497,517 322,166 537,360 378,023
Security 474,731 237,646 394,077 199,745
Taxes and other fees 177,900 100,359 143,182 66,069
Communication 138,927 62,240 111,972 54,462
Other 1,615,777 818,216 1,701,890 938,175
39,901,721 20,307,653 35,343,331 18,072,109

(*) 3,496 million TRY of rent expenses in 2025 is related to variable leases, 414 million TRY is related to short-term leases, 237 million TRY is related to low value leases and 384 million TRY is related to common area expenses.

Marketing expenses 1 January -
30 June 2025
1 April -
30 June 2025
1 January -
30 June 2024
1 April -
30 June 2024
Personnel expenses 17,758,965 8,917,384 15,762,014 8,059,201
Depreciation and amortisation 6,769,351 3,426,680 5,410,351 2,731,307
Rent and common area 4,410,708 2,323,458 4,150,268 2,197,439
Energy 1,503,549 776,755 1,563,171 798,994
Porterage and cleaning 1,292,246 645,260 1,157,697 581,319
Advertising 1,281,046 633,639 1,017,174 566,234
Information technology maintenance 1,019,463 514,316 752,489 234,696
Repair and maintanence 481,277 309,367 527,458 371,480
Security 453,792 227,194 377,601 191,258
Taxes and other fees 150,179 88,375 120,819 55,648
Communication 118,302 46,455 100,402 47,026
Other 1,150,643 603,559 1,266,356 720,529
36,389,521 18,512,442 32,205,800 16,555,131
General administrative expenses 1 January -
30 June 2025
1 April -
30 June 2025
1 January -
30 June 2024
1 April -
30 June 2024
Personnel expenses 2,551,630 1,328,323 2,360,615 1,066,031
Other 960,570 466,888 776,916 450,947
3,512,200 1,795,211 3,137,531 1,516,978

Expenses by nature in cost of sales for the periods 1 January - 30 June 2025 and 2024 are as follows:

1 January - 1 April - 1 January - 1 April -
30 June 2025 30 June 2025 30 June 2024 30 June 2024
Cost of goods sold 131,226,483 68,978,239 126,746,018 65,888,970
Cost of service rendered 1,581,404 840,969 1,303,585 1,006,260
132,807,887 69,819,208 128,049,603 66,895,230

Cost of trade goods include discounts, incentives and volume rebates obtained from suppliers. Service costs comprise energy, advertising, cleaning, security and administrative expenses incurred in the Group's shopping malls.

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2025

(Amounts expressed in thousands of TRY based on the 30 June 2025 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 12 - OTHER OPERATING INCOME AND EXPENSES

Other operating income 1 January - 1 April - 1 January - 1 April -
30 June 2025 30 June 2025 30 June 2024 30 June 2024
Interest income on term sales 1,082,299 620,265 1,145,893 550,952
Other 327,397 69,846 199,349 144,570
1,409,696 690,111 1,345,242 695,522
Other operating expenses 1 January - 1 April - 1 January - 1 April -
30 June 2025 30 June 2025 30 June 2024 30 June 2024
Interest expense on term purchases(*) 9,678,959 5,308,380 8,889,694 5,289,540
Litigation provision 79,116 36,955 146,450 97,582
Bad debt provision expense 29,368 10,442 26,791 20,916
Other 191,591 122,951 132,953 99,148
9,979,034 5,478,728 9,195,888 5,507,186

(*) Term purchases are discounted to the present value with the relevant government securities interest rates for each month, and as a result, forward purchase interest expenses are calculated. Average interest rate in 2025 is 45.6%.( 2024 47%)

NOTE 13 - INCOME AND EXPENSES FROM INVESTMENT ACTIVITIES

Income from investing activities 1 January -
30 June 2025
1 April -
30 June 2025
1 January -
30 June 2024
1 April -
30 June 2024
Gain on sale of property, plant and
equipment
30,755 30,755 51,966 49,234
30,755 30,755 51,966 49,234
Expense from investing activities 1 January -
30 June 2025
1 April -
30 June 2025
1 January -
30 June 2024
1 April -
30 June 2024
Losses from leasehold improvements
of closed stores (Note 3)
23,367 15,614 9,975 1,139
23,367 15,614 9,975 1,139

NOTE 14 - FINANCIAL INCOME

1 January -
30 June 2025
1 April -
30 June 2025
1 January -
30 June 2024
1 April -
30 June 2024
Interest income on bank deposits 3,136,425 1,481,363 2,340,008 1,505,499
Foreign exchange gains 365,345 277,593 404,139 198,768
Financial income on derivatives - - 90,488 111,013
3,501,770 1,758,956 2,834,635 1,815,280

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2025

(Amounts expressed in thousands of TRY based on the 30 June 2025 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 15 - FINANCIAL EXPENSES

1 January -
30 June 2025
1 April -
30 June 2025
1 January -
30 June 2024
1 April -
30 June 2024
Credit card commision expenses 2,804,297 1,449,756 2,340,984 1,323,297
Interest expense on lease liabilities 2,209,867 1,123,221 1,352,613 707,046
Interest expense on bank borrowings 160,355 97,351 619,325 405,570
Interest expense on provision for
employment termination benefits 120,565 58,234 112,089 53,396
Foreign exchange losses 42,401 31,407 28,033 2,096
Other 47,403 32,193 51,186 33,410
5,384,888 2,792,162 4,504,230 2,524,815

NOTE 16 - TAX ASSETS AND LIABILITIES

30 June
2025
31 December
2024
Corporate and income taxes payable 207,817 550,244
Less: Prepaid current income taxes (842,526) (729,701)
Current tax liabilities (634,709) (179,457)
30 June
2025
31 December
2024
Deferred tax assets 2,236,053 2,690,555
Deferred tax liabilities (7,068,504) (6,736,138)
Deferred tax liabilities, net (4,832,451) (4,045,583)

General information

The Group is taxed in the scope of the tax regulations and laws of the countries in which the Group operates. Tax legislation in Turkey does not allow a principal company and its subsidiaries to fill out a consolidated tax return. Therefore the tax provisions reflected on consolidated financial statements were calculated for separate companies.

The corporate income tax rate in Turkey is 25% (31 December 2024: 25%).

The Group calculates its assets and liabilities related to deferred income by considering the temporary timing differences between taxable legal financial statements an d financial statements prepared according to TFRS. As of 30 June 2025, the rate applied for the deferred tax assets and liabilities calculated according to the liability method for temporary differences occurring in future periods for Turkey is 25% (2024: 25%).

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2025

(Amounts expressed in thousands of TRY based on the 30 June 2025 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 16 - TAX ASSETS AND LIABILITIES (Continued)

Tax advantages obtained within the investment incentive system

Earnings from the Group's investments subject to incentive certificates are subject to corporate tax at reduced rates from the accounting period in which the investment starts to be operated partially or fully until the investment contribution amount is reached. In this context, as of 30 June 2025, tax advantage amounting to TRY33,588 that the Group will benefit from in the foreseeable future is reflected in the financial statements as deferred tax asset (31 December 2024: TRY33,869). As a result of the recognition of the tax advantage as of 30 June 2025, deferred tax expense amounting to TRY281 has been recognized in the statement of profit or loss for the period 1 January - 30 June 2025.

Within the scope of the incentive certificates summarized above, a reduced corporate tax advantage has not been used in the current period statutory tax provision (31 December 2024: None).

R&D incentives

The Group capitalizes the R&D expenditures it has made within the scope of the law numbered 5746 in its legal books. According to the provisions of the same law, the Group makes calculations over the R&D expenditures made within the framework of the relevant legislation and uses R&D deduction exemption for the part of the expenditures permitted by the law.

As of 30 June 2025, the Group has used the R&D discount exemption of TRY87,577 (30 June 2024: TRY88,598) in return for legal tax, and the tax advantage of TRY9,998 that the Group will benefit from in the foreseeable future has been reflected in the financial statements as a deferred tax asset (31 December 2024: None).

The details of taxation on income for the periods ended 30 June 2025 and 2024 are as follows:

1 January - 1 April - 1 January - 1 April -
30 June 2025 30 June 2025 30 June 2024 30 June 2024
Current period income tax expense (207,817) (150,029) (168,621) (98,163)
Deferred tax income/( expense) (818,681) 206,276 (720,905) 107,899
Current period tax income/( expense) (1,026,498) 56,247 (889,526) 9,736

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2025

(Amounts expressed in thousands of TRY based on the 30 June 2025 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 16 - TAX ASSETS AND LIABILITIES (Continued)

Deferred tax

The composition of cumulative temporary differences and the related deferred income tax assets and liabilities in respect of items for which deferred income tax has been provided as of 30 June 2025 and 31 December 2024 using the currently enacted tax rates, is as follows:

Cumulative
temporary differences
Deferred tax
assets/(liabilities)
30 June 2025 31 December 2024 30 June 2025 31 December 2024
Deferred tax assets:
Inventories 3,862,360 4,975,927 965,590 1,243,982
Short term provisions 1,977,684 2,171,445 494,421 542,862
Provision for employee
termination benefits 2,255,006 2,724,361 563,570 681,090
Finance income not
accrued from future sales
36,755 32,294 9,189 8,074
Other 813,132 861,493 203,283 214,547
Deferred tax liabilities: 2,236,053 2,690,555
TFRS 16 (16,363,186) (15,340,665) (4,090,796) (3,835,167)
Property, plant and equiment and
intangible assets
(10,595,035) (10,081,368) (1,871,120) (1,721,216)
Finance expense not accrued
from future sales
(2,808,910) (2,967,450) (702,227) (741,862)
Financial investment fair
value change
(2,695,740) (2,924,789) (404,361) (437,893)
(7,068,504) (6,736,138)
Deferred tax liabilities, net (4,832,451) (4,045,583)

Movements of deferred tax assets and liabilities are as follows:

2025 2024
Beginning balance, as of 1 January, (4,045,583) (3,493,182)
Deferred tax expense
from continuing operations
(818,681) (720,905)
Recognized on other comprehensive income 31,813 253,428
-Financial investment fair value difference 18,712 240,047
-Property plant and equipment revaluation increases 13,101 13,381
Closing balance, as of 30 June, (4,832,451) (3,960,659)

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2025

(Amounts expressed in thousands of TRY based on the 30 June 2025 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 17 - CAPITAL, RESERVES AND OTHER EQUITY ITEMS

The Group applies the registered capital system granted to companies registered in the CMB and has set a ceiling for its registered capital representing registered shares with a nominal value of 1 Kr. The Group's registered capital and issued capital are as follows:

30
June
2025
31 December 2024
Common shares 1 Kr par value
-
Registered capital ceiling
500,000 500,000
-
Issued capital
181,054 181,054

The shareholders of the Company and their shareholdings stated at historical amounts at 30 June 2025 and 31 December 2024 are stated below:

30 June 2025 31 December 2024
TRY Share(%) TRY Share(%)
MH Perakendecilik ve Ticaret A.Ş. 89,046 49.18 89,046 49.18
Migros Ticaret A.Ş. 2,962 1.64 2,962 1.64
Other 89,046 49.18 89,046 49.18
Nominal paid capital 181,054 100.00 181,054 100.00
Share capital adjustment differences (*) 3,949,847 3,949,847
Adjusted share capital 4,130,901 4,130,901
Treasury shares (1,005,231) (1,005,231)

(*) Share capital adjustment differences refer to the difference between the total amounts of cash and cash equivalent additions to capital adjusted in accordance with TFRS published by the KGK and their pre-adjustment amounts. Capital adjustment differences have no use other than being added to capital.

As of 30 June 2025 breakdown of the equity in the financial statements prepared in accordance with the Tax Procedure Law are as follows.

30 June 2025
PPI Indexed
Legal Records
CPI Indexed
Records
Amounts followed in
Accumulated Profit/Loss
Share capital adjustment differences 5,289,315 3,949,847 (1,339,468)
Other reserves 3,414,822 1,961,683 (1,453,139)

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2025

(Amounts expressed in thousands of TRY based on the 30 June 2025 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 17 - CAPITAL, RESERVES AND OTHER EQUITY ITEMS (Continued)

Dividend distribution

Publicly traded companies make dividend distributions in accordance with the Capital Markets Board Communiqué on Dividends No. II-19.1 enacted on 1 February 2014.

Partnerships distribute profits with a decision from the general board, within the framework of profit distribution policies determined by the general assemblies and in accordance with related legislation provisions. As per the related Communique, a minimum distribution rate was not set. Companies pay dividends as specified in their articles of association or profit distribution policies. Also, dividends may be paid in equal or unequal instalments and dividend advances may be distributed in cash based on the profit in the interim financial statements.

If legal reserves and dividends determined for shareholders in articles of association or dividend distribution policies are not allocated as per the TCC, no other legal reserve can be allocated or transferred until the following year, and no dividend is distributed to beneficial interest certificate holders, members of the board of directors, employees of the partnership or those other than shareholders. Also, no dividend is distributed to such parties unless the dividends determined for the shareholders are not paid in cash.

In the general board meeting of 15 April 2025, from other sources planned to be distributed, after deducting the dividend advance of wTRY603 million distributed in November 2024, the general board decision was made to pay non-resident shareholders who earn dividends via a workplace in Turkey or a permanent establishment a TRY 6.9040087 gross=net cash dividend of 690.40087% for shares with a nominal worth of TRY 1.00, to pay other shareholders a TRY 6.9040087 gross cash dividend of 690.40087% for shares with a nominal worth of TRY 1.00, a TRY 5.8684074 net cash dividend of 586.84074% out of other resources planned to be allocated. It was decided that this total payment of TRY 1,287 million (TRY 1,265 million excluding repurchased shares) shall be made in on 29 May 2025.

NOTE 18 – RELATED PARTY DISCLOSURES

a) Balances with related parties

As of 30 June 2025 and 31 December 2024, due from and due to related parties are as follows:

Trade receivables from related parties

30 June 2025 31 December 2024
Anadolu Isuzu Otomotiv Sanayi ve Ticaret A.Ş. 1,802 6
Anadolu Sağlık Merkezi İktisadi İşletmesi (ASM) 1,110 191
Anadolu Etap Penkon Gıda ve İçecek
Ürünleri San. Ve Tic. A.Ş.
740 186
Coca Cola İçecek A.Ş. - 44,272
Colendi Yapay Zeka ve Büyük Veri Teknolojileri Hizmet A.Ş. - 23,666
Other 213 5,285
3,865 73,606

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2025

(Amounts expressed in thousands of TRY based on the 30 June 2025 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 18 – RELATED PARTY DISCLOSURES (Continued)

Trade payables to related parties

30 June 2025 31 December 2024
Efes Pazarlama ve Dağıtım Ticaret A.Ş. 1,924,679 1,338,584
Coca Cola Satış ve Dağıtım A.Ş. 1,780,765 900,224
Adel Kalemcilik Ticaret ve San. A.Ş. 39,487 34,854
AEH Sigorta Acenteliği A.Ş. 18,818 100
AG Anadolu Grubu Holding A.Ş. 9,604 24,621
AEP Anadolu Etap Penkon Gıda ve Tarım Ürünleri San. ve Tic. A.Ş. - 27,092
Other 20,485 9,189
3,793,838 2,334,664

b) Transactions with related parties

Significant transactions regarding purchases and sales with related parties for the periods ending on 30 June 2025 and 2024 are as follows:

Inventory purchases 1 January -
30 June 2025
1 April -
30 June 2025
1 January -
30 June 2024
1 April -
30 June 2024
Coca Cola Satış ve Dağıtım A.Ş. 2,932,843 1,850,098 1,792,145 782,972
Efes Pazarlama ve Dağıtım Ticaret A.Ş. 2,775,957 1,828,537 2,201,623 1,333,915
AEP Anadolu Etap Penkon Gıda ve
Tarım Ürünleri San. ve Tic. A.Ş. 194,278 82,161 134,093 79,897
Adel Kalemcilik Ticaret ve San. A.Ş. 49,422 24,128 36,987 36,891
Anadolu Motor 221 221 - -
5,952,721 3,785,145 4,164,848 2,233,675
Other transactions 1 January -
30 June 2025
1 April -
30 June 2025
1 January -
30 June 2024
1 April -
30 June 2024
Rent expenses (16,108) (6,535) (20,654) (20,654)
Other income - - - 10,238
Other transactions, net (16,108) (6,535) (20,654) (10,416)

Key management compensation

The Group has determined key management personnel as chairman, members of Board of Directors, general manager and vice general managers.

Total compensation provided to key management personnel by Group for the period ended 30 June 2025 and 2024 is as follows:

1 January -
30 June 2025
1 April -
30 June 2025
1 January -
30 June 2024
1 April -
30 June 2024
Short term benefits 313,634 153,839 376,104 180,273
313,634 153,839 376,104 180,273

Key management compensation paid or payable consists of benefits, salaries, premiums, individual pension premiums, vehicle rents and SSI and employer shares.

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2025

(Amounts expressed in thousands of TRY based on the 30 June 2025 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 19 - EARNINGS PER SHARE

Basic earnings per share is calculated by dividing net income for the period by the weighted average number of ordinary shares outstanding during the related period. The Company has no diluted instruments.

1 January -
30 June 2025
1 April -
30 June 2025
1 January -
30 June 2024
1 April -
30 June 2024
Net profit attributable to shareholders
Weighted average number of shares with
1,321,147 281,046 2,633,760 816,116
Kr1 face value each('000) 18,105,233 18,105,233 18,105,233 18,105,233
Earnings per share("TRY") 7.30 1.55 14.55 4.51

There is no difference between basic and diluted earnings per share for any of the periods.

NOTE 20 - EXCHANGE RATE RISK AND FOREIGN CURRENCY POSITION

Exchange Rate Risk

The Group is exposed to foreign exchange risk primarily arising from the borrowings denominated in foreign currencies. Aforementioned foreign exchange risk is monitored and limited with derivative instruments. On 30 June 2025, if Euro, US dollar had appreciated against TRY by 20% and all other variables had remained constant, the profit for the period before tax as a result of foreign exchange rate difference arising out of assets and liabilities denominated in Euro, US Dollar would have been high in the amount of TRY 166,874 (31 December 2024: TRY 148,311).

The profit before tax effect can be broken down in terms of currencies in such a way that that the change amounting to TRY 35,017 is due to the change in Euro, the change amounting to TRY 131,857 is due to US dollar. (31 December 2024: The effect of the change in the Euro isTRY 91,210 the effect of the change in the US Dollar is TRY 57,101).

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2025 (Amounts expressed in thousands of TRY based on the 30 June 2025 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 20 - EXCHANGE RATE RISK AND FOREIGN CURRENCY POSITION (Continued)

FOREIGN CURRENCY POSITION

30 June 2025 31 December 2024
Total TRY
equivalent
USD EUR Other TRY
equivalent
Total TRY
equivalent
USD EUR Other TRY
equivalent
Monetary financial assets 850,384 16,598 3,761 15,655 781,820 6,945 10,640 39,896
Current assets 850,384 16,598 3,761 15,655 781,820 6,945 10,640 39,896
Total assets 850,384 16,598 3,761 15,655 781,820 6,945 10,640 39,896
Trade payables 358 9 - - 371 9 - -
Current liabilities 358 9 - - 371 9 - -
Non-monetary other liabilities - - - - - - - -
Non-current liabilities - - - - - - - -
Total liabilities 358 9 - - 371 9 - -

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2025 (Amounts expressed in thousands of TRY based on the 30 June 2025 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 20 - EXCHANGE RATE RISK AND FOREIGN CURRENCY POSITION (Continued)

FOREIGN CURRENCY POSITION

30 June 2025 31 December 2024
Total TRY Other TRY Total TRY Other TRY
equivalent USD EUR equivalent equivalent USD EUR equivalent
Net asset/(liability) position of
off-balance sheet derivatives (A-B) - - - - - - - -
A.
Total amount of off-balance sheet
derivative financial assets
- - - - - - -
B.
Total amount of off-balance sheet
derivative financial liabilities
- - - - - - - -
Net foreign currency asset/(liability)
position 850,026 16,589 3,761 15,655 781,449 6,936 10,640 39,896
Net foreign currency asset/(liability)
position
of monetary items
850,026 16,589 3,761 15,655 781,449 6,936 10,640 39,896
Fair value hedge funds of
foreign currency - - - - - - - -
Hedge amount of foreign currency assets - - - - - - - -
Hedge amount of foreign currency liabilities
Import 600,175 14,792 - - 877,013 19,941 - -

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2025

(Amounts expressed in thousands of TRY based on the 30 June 2025 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 20 - EXCHANGE RATE RISK AND FOREIGN CURRENCY POSITION (Continued)

Foreign currency sensitivity analysis as of 30 June 2025 and 31 December 2024 is as follows:

30 June 2025

Gain/Loss
Foreign
exchange
appreciation
Foreign
exchange
depreciation
20%
change in US Dollar exchange rate
US Dollar net asset/liability
131,857 (131,857)
20%
change in Euro exchange rate
Euro net asset/liability
35,017 (35,017)
Net effect 166,874 (166,874)

31 December 2024

Gain/Loss
Foreign
exchange
appreciation
Foreign
exchange
depreciation
20%
change in US Dollar exchange rate
US Dollar net asset/liability
57,101 (57,101)
20%
change in Euro exchange rate
Euro net asset/liability
91,210 (91,210)
Net effect 148,311 (148,311)

NOTE 21 - FINANCIAL INSTRUMENTS

Fair value estimation

Fair value is the amount at which a financial instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation, and is best evidenced by a quoted market price, if one exists.

  • Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1).
  • Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirecty (that is, derived from prices) (level 2).
  • Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).

MİGROS TİCARET A.Ş.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2025

(Amounts expressed in thousands of TRY based on the 30 June 2025 purchasing power of Turkish Lira ("TRY") unless otherwise indicated.)

NOTE 22 – EXPLANATIONS REGARDING NET MONETARY POSITIONGAINS/(LOSSES)

Non-monetary Items 30 June 2025
Statement of financial position items 5,884,597
Inventories 160,668
Prepaid expenses 204,422
Property, plant and equipment
and intangible assets
9,256,019
Right of use assets 5,783,140
Financial investments 569,659
Deferred income 49,091
Deferred tax liability (556,263)
Share capital (590,353)
Treasury shares 143,659
Other capital reserves (282,343)
Other comprehensive income/expenses not to be classified to profit or loss (275,773)
Dividend advances paid 86,159
Retained earnings (8,649,043)
Non-controlling interests (14,445)
Profit or loss statement items 4,919,865
Revenue (8,175,597)
Cost of sales(-) 11,074,105
General administrative expenses(-) 159,136
Marketing expenses(-) 1,427,003
Other operating income/expenses 371,708
Income/expense from investment activities 706
Financial income/expense 77,488
Income tax expense (14,684)
Net monatary position gains 10,804,462

NOTE 23 - SUBSEQUENT EVENTS

None.

MİGROS TİCARET A.Ş.

APPENDIX 1 - EBITDA

The Group calculates the EBITDA by deducting general administrative expenses and selling, marketing and distribution expenses and adding depreciation expenses, unused vacation liability paid in current period, employee termination benefit provision expense, unusued vacation liability expense on gross profit amount in consolidated statements of income.

The EBITDA table for the periods ending between 1 January- 30 June 2025 and 2024 are as follows;

2025 2024 TFRS 16
Effect
2025
TFRS 16
Effect
Before
TFRS 16
Before
TFRS 16
2024 2025 2024
Revenue 174,844,068 163,434,121 - - 174,844,068 163,434,121
Cost of goods sold (-) (132,807,887) (128,049,603) 929,524 355,680 (133,737,411) (128,405,283)
Gross profit 42,036,181 35,384,518 929,524 355,680 41,106,657 35,028,838
General administrative
expenses (-) (3,512,200) (3,137,531) - - (3,512,200) (3,137,531)
Marketing expenses (-) (36,389,521) (32,205,800) (1,287,584) (1,183,734) (35,101,937) (31,022,066)
Addition: Depreciation and
amortisation expenses 6,769,351 5,410,351 3,849,040 3,072,981 2,920,311 2,337,370
EBITDA 8,903,811 5,451,538 3,490,980 2,244,927 5,412,831 3,206,611
Addition: Provision for
employment termination
benefit and unused vacation (88,181) (163,150) - - (88,181) (163,150)
EBITDA 8,815,630 5,288,388 3,490,980 2,244,927 5,324,650 3,043,461

The EBITDA table for the periods ending between 1 April- 30 June 2025 and 2024 are as follows;

TFRS 16
Effect
TFRS 16
Effect
Before
TFRS 16
Before
TFRS 16
2025 2024 2025 2024 2025 2024
Revenue 91,695,852 86,771,476 - - 91,695,852 86,771,476
Cost of goods sold (-) (69,819,208) (66,895,230) 477,379 196,538 (70,296,587) (67,091,768)
Gross profit 21,876,644 19,876,246 477,379 196,538 21,399,265 19,679,708
General administrative
expenses (-) (1,795,211) (1,516,978) - - (1,795,211) (1,516,978)
Marketing expenses (-) (18,512,442) (16,555,131) (680,903) (666,897) (17,831,539) (15,888,234)
Addition: Depreciation and
amortisation expenses 3,426,680 2,731,307 1,990,001 1,621,725 1,436,679 1,109,582
EBITDA 4,995,671 4,535,444 1,786,477 1,151,366 3,209,194 3,384,078
Addition: Provision for
employment termination
benefit and unused vacation (14,322) (53,311) - - (14,322) (53,311)
EBITDA 4,981,349 4,482,133 1,786,477 1,151,366 3,194,872 3,330,767

……………………..

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