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PEKER GAYRİMENKUL YATIRIM ORTAKLIĞI A.Ş.

Quarterly Report Jun 14, 2024

8857_rns_2024-06-14_2998db2b-b9c0-436d-8bd1-0bc998f89f87.pdf

Quarterly Report

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(Convenience Translation of Financial Statements Originally Issued in Turkish)

Peker Gayrimenkul Yatırım Ortaklığı Anonim Şirketi and Its Subsidiaries

Condensed Consolidated Financial Statements for the Interim Period January 1 - March 31, 2024

Index

Page

Condensed Consolidated Statements of Financial Position 1 – 2
Condensed Consolidated Statements of Profit or Loss and Other Comprehensive Income 3
Condensed Consolidated Statements of Changes in Shareholders' Equity 4
Condensed Consolidated Statements of Cash Flows 5
Notes to the Condensed Consolidated Financial Statements 6 – 40

Condensed Consolidated Statements of Financial Position

As of March 31, 2024 and December 31, 2023

Unaudited Audited
Current period Prior period
Note March 31, 2024 December 31, 2023
Current assets 1.949.047.851 1.992.374.039
Cash and cash equivalents 4 87.149.848 66.313.516
Financial investments 5 119.062.868 107.158.779
Trade receivables
Due from related parties 7-18 158.818.136 170.559.716
Due from third parties 7 755.152.617 812.330.774
Other receivables
Due from related parties 8-18 3.498.438 3.667.530
Due from third parties 8 11.285.975 4.432.814
Inventories 9 340.062.002 340.062.002
Prepaid expenses
Due to related parties 10-18 428.266.489 414.658.670
Due to third parties 10 7.429.800 7.599.838
Current income tax assets 43.220 36.702
Other current assets 11 38.278.458 65.553.698
Non-current assets 4.477.031.767 4.802.921.080
Financial investments 5 899.113 899.113
Other receivables
Due from third parties
8 915.960 986.496
Investment properties 12 4.386.408.934 4.712.653.576
Property, plant and equipment 13 63.579.348 62.808.244
Prepaid expenses
Due to related parties 10-18 13.920.920 14.992.334
Deferred tax assets 17 11.307.492 10.581.317
Total assets 6.426.079.618 6.795.295.119

Condensed Consolidated Statements of Financial Position

As of March 31, 2024 and December 31, 2023

Unaudited
Current period
Audited
Prior period
Note March 31, 2024 December 31, 2023
Current liabilities 542.257.699 415.519.228
Short-term borrowings 6 238.319.595 136.998.682
Short-term portion of long-term borrowings 6 86.884.392 6.009.836
Short-term leasing liabilities 6 25.360.812 36.447.405
Trade payables
Due to related parties 7-18 1.275.501 1.105.454
Due to third parties 7 113.486.915 137.784.387
Contract liabilities 10 75.000 292.826
Employee benefit obligations 1.246.455 931.505
Other payables
Due to related parties 8-18 5.043.250 1.877.419
Due to third parties 8 61.247.156 35.526.568
Provisions
Other provisions 15.661 414.880
Other current liabilities 11 9.302.962 58.130.266
Non-current liabilities 2.445.634.455 2.548.514.148
Long-term borrowings 6 2.218.266.473 2.308.360.587
Long-term leasing liabilities 6 17.928.174 17.885.391
Other payables
Due to related parties 8-18 1.239.723 1.335.138
Provisions
Provision for employee benefits 756.507 570.580
Deferred tax liabilities 17 207.443.578 220.362.452
Equity 3.438.187.464 3.831.261.743
Equity holders of the parent 3.216.537.196 3.597.108.026
Paid-in capital
Adjustment to share capital
15
15
669.833.747
2.157.328.010
669.833.747
2.157.328.010
Treasury shares 15 (72.133.458) -
Share premium 18.125 18.125
Other accumulated comprehensive income and
expense not to be reclassified to profit or loss
Gain/ (loss) arising from defined benefit plans (721.044) (611.673)
Other accumulated comprehensive income and
expense to be reclassified to profit or loss
Currency translation differences (762.292.463) (582.054.949)
Effect of combinations of businesses under
common control (1.639.343.368) (1.639.343.368)
Restricted reserves 15 204.743.193 132.609.735
Retained earnings 2.787.194.941 1.754.638.859
Net profit for the period (128.090.487) 1.104.689.540
Non-controlling interest 221.650.268 234.153.717
Total liabilities and equity 6.426.079.618 6.795.295.119

Condensed Consolidated Statements of Profit or Loss and Other Comprehensive Income For the Period Ended March 31, 2024, and 2023

January 1-
January 1-
Note
March 31, 2024
March 31, 2023
19
29.120.235
73.027.641
Revenue
19
(23.766)
(67.926.561)
Cost of sales (-)
29.096.469
5.101.080
Gross loss
20
(30.705.561)
(45.572.037)
General administrative expenses (-)
21
234.261.771
100.243.866
Other income from operating activities
21
(74.174.364)
(48.441.719)
Other expenses from operating activities (-)
158.478.315
11.331.190
Operating profit
22
3.339.066
-
Income from investment activities
22
(30.642.502)
-
Expenses from investment activities (-)
Operating income before financial income
131.174.879
11.331.190
23
912.792
580.136
Finance income
23
(79.256.151)
(28.968.669)
Finance expenses (-)
(163.279.730)
(126.417.146)
Net monetary position gain/(loss)
(110.448.210)
(143.474.489)
Loss before tax from continuing operations
(13.819.185)
1.450.854
Tax income/ (expense), continuing operations
17
-
-
Taxes on expense
17
(13.819.185)
1.450.854
Deferred tax expenses (-)
(124.267.395)
(142.023.635)
Net income
(128.090.487)
(142.023.635)
Equity holders of the parent
3.823.092
-
Non-controlling interest
(109.371)
(610.145)
Not to be reclassified to profit or loss
(109.371)
(610.145)
Loss arising from defined benefit plans
(196.564.055)
(128.228.085)
To be reclassified to profit or loss
(196.564.055)
(128.228.085)
Currency translation differences
(196.673.426)
(128.838.230)
Other comprehensive income
(320.940.821)
(270.861.865)
Total comprehensive loss
(308.437.372)
(270.861.865)
Equity holders of the parent
(12.503.449)
-
Non-controlling interest
(,05)
(,05)
Earnings per share
Unaudited Audited
Current period Prior period

Condensed Consolidated Statements of Changes in Shareholder' Equity For the Period Ended March 31, 2024, and 2023

Paid-in capital Adjustment to
share capital
Share
premium
Gain/ (loss)
arising from
defined
benefit plans
Currency
translation
differences
Restricted
reserves
Effect of
combinations of
businesses under
common control
Retained
earnings
Net profit for the
period
Equity holders
of the parent
Total
Balance at January 1, 2023 669.833.747 2.157.328.010 18.125 (679.105) (558.791.919) 110.992.251 5.191.570 2.454.395.084 (529.793.820) 4.308.493.943 4.308.493.943
Transfers
Total comprehensive income
-
-
-
-
-
-
-
(610.145)
-
(128.228.085)
21.617.484
-
-
-
(551.411.304)
-
529.793.820
(142.023.635)
-
(270.861.865)
-
(270.861.865)
Balance at March 31, 2023 669.833.747 2.157.328.010 18.125 (1.289.250) (687.020.004) 132.609.735 5.191.570 1.902.983.780 (142.023.635) 4.037.632.078 4.037.632.078
Paid-in
capital
Adjustment to
share capital
Treasury
shares
Share
premium
Gain/ (loss)
arising from
defined
benefit plans
Currency
translation
differences
Restricted
reserves
Effect of
combinations of
businesses
under common
control
Retained
earnings
Net profit for
the period
Equity
holders of the
parent
Non
controlling
interest
Total
Balance at January 1, 2024 669.833.747 2.157.328.010 - 18.125 (611.673) (582.054.949) 132.609.735 (1.639.343.368) 1.754.638.859 1.104.689.540 3.597.108.026 234.153.717 3.831.261.743
Transfers
Total comprehensive income
Increase/(decrease) due to
acquisition of treasury shares
-
-
-
-
-
-
-
-
(72.133.458)
-
-
-
-
(109.371)
-
-
(180.237.514)
-
-
-
72.133.458
-
-
-
1.104.689.540
-
(72.133.458)
(1.104.689.540)
(128.090.487)
-
-
(308.437.372)
(72.133.458)
-
(12.503.449)
-
-
(320.940.821)
(72.133.458)
Balance at March 31, 2024 669.833.747 2.157.328.010 (72.133.458) 18.125 (721.044) (762.292.463) 204.743.193 (1.639.343.368) 2.787.194.941 (128.090.487) 3.216.537.196 221.650.268 3.438.187.464

Condensed Consolidated Statements of Cash Flows

For the Period Ended March 31, 2024, and 2023

Unaudited Unaudited
Current period Prior period
January 1- January 1-
Note March 31, 2024 March 31, 2024
A. Cash flows from operating activities (58.179.731) (184.742.491)
Net income/ (expenses) (124.267.395) (142.023.635)
Adjustments regarding net profit reconciliation for the period 89.084.552 111.286.340
Adjustments for depreciation and amortisation expense 13 3.983.532 2.935.725
Adjustments for provision (reversal of provision) for receivables - 125.078
Adjustments for provisions for employee benefits 76.556 (898.253)
Adjustments for interest income 23 (912.792) (30.444)
Adjustments for interest expense 23 78.519.621 19.494.384
Adjustments for tax expense/ (income) 17 13.819.185 (1.450.854)
Adjustments for unrealised foreign exchange differences (86.887.450) (52.659.133)
Adjustments for fair value (gains)/ losses 5-12 (63.091.864) 10.264.776
Monetary (gain)/ loss 156.140.605 122.635.682
Adjustments for unrealised translation differences (9.298.826) 10.869.379
Adjustments for other cash flows from investing or financing activities 5 (3.264.015) -
Changes in operating assets and liabilities (22.990.370) (148.006.918)
Adjustments for decrease (increase) in trade receivables 12.780.891 210.809
Adjustments for decrease (increase) in other receivables (6.613.533) 34.973.586
Decrease (increase) in prepaid expenses (12.366.367) (106.465.911)
Adjustments for increase (decrease) in trade payables (24.127.425) 1.637.518
Increase (decrease) in employee benefit liabilities 314.950 790.902
Adjustments for increase (decrease) in other payables 28.573.178 (78.831.737)
Adjustments for other (increase) decrease in changes in operating assets
and liabilities
Adjustments for (increase) decrease in other assets 27.275.240 (6.989.469)
Adjustments for increase (decrease) in other liabilities (48.827.304) 6.667.384
Cash flows from operating activities (6.518) (5.998.278)
Income taxes refund/ (paid) (6.518) (5.998.278)
B. Cash flows from investing activities (47.482.064) 24.801.473
Cash inflow from sales of property, plant, equipment 13 - 6.673.164
Cash outflow from purchase of property, plant, equipment 13 (6.206.351) (9.630.631)
Cash inflow from sales of investment properties 12 - 67.800.413
Cash outflows arising from project expenditures of investment properties 12 (10.366.455) (40.041.473)
Cash outflows from purchase of funds and stocks 5 (96.754.317) -
Cash inflow from sales of funds and stocks 5 65.845.059 -
. Cash flows from financing activities 128.085.948 121.701.072
Cash inflow from borrowings 6 358.648.500 144.846.505
Cash outflow from repayments of borrowings 6 (102.953.953) (4.392.094)
Cash outflows from acquisition of treasury shares 15 (72.133.458) -
Interest and comission paid (56.387.933) (18.783.783)
Interest received 912.792 30.444
D. Net change in cash and cash equivalents (A+B+C) 22.424.153 (38.239.946)
E. Effect of monetary gain/ loss (875.909) (6.698.956)
F. Effect of goreign exchange gain/ loss (711.912) 303.589
G. Cash and cash equivalents at January 1 66.313.516 105.505.830
Cash and cash equivalents at December 31 (D+E+F+G) 3 87.149.848 60.870.517

Notes to the Condensed Consolidated Financial Statements

As of and for the Period Ended March 31, 2024 and 2023

(Amounts expressed in Turkish lira ("TL") in terms of purchasing power of the TL at March 31, 2024 unless otherwise indicated.)

1. Group's organisation and nature of operations

Peker Investment Gayrimenkul Anonim Şirketi was established as of April 25, 2017 by separating part of Peker Holding Anonim Şirketi through division. The Company was registered in the trade registry as of April 25, 2017, and at the same time, it applied to the Capital Markets Board for be a Real Estate Investment Corporation. It was approved in accordance with the Capital Markets Board's decision dated September 21, 2017 and numbered 34/1144. The title of the Company, Peker Gayrimenkul Yatırım Ortaklığı A.Ş. ("Company"), was registered in the trade registry on September 28, 2017, pursuant to the permissions of the CMB and the Ministry of Customs and Trade. Group is composed of Peker Gayrimenkul Yatırım Ortaklığı A.Ş. ("the Company") and its subsidiaries which it owns the majority of their shares.

The Company's shares have been traded on the Borsa İstanbul Anonim Şirketi (formerly known as the Istanbul Stock Exchange) ("BIST") since February 21, 2018. As of March 31, 2024, 61% of its shares are traded on BIST.

The Company is affiliated to the İstanbul Ticaret Odası and its registered address is as follows: Cumhuriyet Mahallesi Silahşor Cad. Yeniyol Sk. No:8/1-G Şişli/ İstanbul.

The main objective and operations of the Company are real estate buying-selling, renting, developing real estate projects etc.

Number of employees of the Group as of March 31, 2024 is 26 (December 31, 2023: 27).

As of March 31, 2024 and December 31, 2023, the shareholder structure is as follows:

March 31, 2024
Number of shares Share (%) Amount Number of shares Share (%) Amount
Hasan Peker 262.364.967 39,17 262.364.967 262.364.967 39,17 262.364.967
Treasury shares (*) 3.508.691 0,52 3.508.691 - - -
Public shares 403.960.089 60,31 403.960.089 407.468.780 60,83 407.468.780

(*) As of March 31, 2024, it refers to publicly traded shares that have been repurchased by the Company.

As of March 31, 2024 and December 31, 2023, the difference resulting from the inflation adjustment of nominal capital amounting to 2.157.328.010 TL (Note 15a).

The main operations of the companies included in the consolidation and the share percentage of the Group for these companies are as follows:

Voting right and ownership ratios (%)
March 31, 2024 December 31, 2023
Ownership Voting Ownership Voting
Name of the Company Operation Country of Operation ratio rigth ratio rigth
Peker GMBH Real estate projects Düsseldorf - Germany 100 100 100 100
Peker GYO Global GMBH Real estate projects Düsseldorf - Germany 100 100 100 100
Blue Stone Investment GMBH Real estate projects Grevenbroich - Germany 100 100 100 100
Nordstern Düsseldorf GMBH Real estate projects Düsseldorf - Germany 51 100 51 100
Peker GYO Spain SL Real estate projects Malaga – Spain 100 100 100 100

Germany-based Peker Real Estate GMBH is not active as of March 31, 2024 and is immaterial to the consolidated financial statements, it is not included in the consolidation. Peker Real Estate GMBH is accounted for as a long-term financial investment in the consolidated financial statements.

For the period ended March 31, 2024, there has been no change in the group structure and consolidation principles.

Notes to the Condensed Consolidated Financial Statements

As of and for the Period Ended March 31, 2024 and 2023

(Amounts expressed in Turkish lira ("TL") in terms of purchasing power of the TL at March 31, 2024 unless otherwise indicated.)

2. Basis of presentation of the consolidated financial statements

2.1 Basis of presentation

The condensed consolidated financial statements of the Group have been prepared in accordance with the Turkish Financial Reporting Standards, ("TFRS") and interpretations as adopted in line with international standards by the Public Oversight Accounting and Auditing Standards Authority of Turkey ("POA") and in line with the communiqué numbered II-14.1 "Communiqué on the Principles of Financial Reporting In Capital Markets" ("the Communiqué") announced by the Capital Markets Board of Turkey ("CMB") on June 13, 2013 which is published on Official Gazette numbered 28676. TFRS are updated in harmony with the changes and updates in International Financial and Accounting Standards ("IFRS") by the communiqués announced by the POA.

The condensed consolidated financial statements are presented in accordance with "Announcement regarding with TAS Taxonomy" which was published on October 4, 2022 by POA and the format and mandatory information recommended by CMB.

The Company maintain its legal books of account and prepare their statutory financial statements ("Statutory Financial Statements") in accordance with accounting principles issued by the Turkish Commercial Code ("TCC") and tax legislation. These consolidated financial statements are based on the statutory records with adjustments and reclassifications, for the purpose of fair presentation in accordance with Turkish Financial Reporting Standards ("TFRS").

The condensed consolidated financial statements are prepared on the basis of historical cost, with the exception of investment properties and short-term financial investments carried at fair value. In determining the historical cost, generally the fair value of the amount paid for the assets is taken as basis.

The Group prepared its condensed consolidated interim financial statements for the three months period ended March 31, 2024 in accordance with TAS 34 "Interim Reporting" standard. Interim condensed consolidated financial statements do not include all the information required for the annual financial statements and therefore they should be read in conjunction with the annual consolidated financial statements for the year ended December 31, 2023.

Functional and reporting presentation 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 functional currency of the Company is Turkish lira and the foreign subsidiaries is euro.

The accompanying condensed consolidated financial statements are prepared in Turkish lira (TL) in accordance with the requirements of Capital Markets Board ("CMB") Communiqué Serial II, No: 14.1 "Basis of Financial Reporting in Capital Markets", which was published in the Official Gazette No:28676 on June 13, 2013.

In accordance with the Public Oversight, Accounting and Auditing Standards Authority's ("POA") announcement "On the Next Measurement of Foreign Currency Monetary Items According to Turkish Accounting Standards" dated March 15, 2021, the Group carried out a valuation for the assets and liabilities in the condensed consolidated financial statements based on the current buying and selling rates effective as of the end of the reporting period, income and expenses are translated into TRY at the average foreign exchange rate.

March 31, 2024 December 31, 2023 March 31, 2023
Buying exchange rate 34,8023 32,5739 20,8450
Selling exchange rate 34,8650 32,6326 20,8825
Average exchange rate 33,5552 25,7198 20,2251

The differences between the values arising from translation of the historical values of these items into the presentation currency and their carrying values from statutory records are recognized as foreign currency translation differences in the statement of other comprehensive income.

Notes to the Condensed Consolidated Financial Statements

As of and for the Period Ended March 31, 2024 and 2023

(Amounts expressed in Turkish lira ("TL") in terms of purchasing power of the TL at March 31, 2024 unless otherwise indicated.)

2. Basis of presentation of the consolidated financial statements (cont'd)

2.1 Basis of presentation (cont'd)

Financial reporting in hyperinflationary economies

With the announcements made by the Public Oversight Accounting and Auditing Standards Authority (POA) on November 23, 2023, entities applying TFRSs have started to apply inflation accounting in accordance with TAS 29 Financial Reporting in Hyperinflation Economies as of financial statements for the annual reporting period ending on or after December 31, 2023. TAS 29 is applied to the financial statements, including the consolidated financial statements, of any entity whose functional currency is the currency of a hyperinflationary economy.

According to the standard, financial statements prepared in the currency of a hyperinflationary economy are presented in terms of the purchasing power of that currency at the balance sheet date. Prior period financial statements are also presented in the current measurement unit at the end of the reporting period for comparative purposes. The Group has therefore presented its consolidated financial statements as of March 31, 2023, and December 31, 2023 on the purchasing power basis as of March 31, 2024.

The adjustments made in accordance with IAS 29 were made using the adjustment coefficient obtained from the Consumer Price Index ("CPI") of Turkey published by the Turkish Statistical Institute ("TÜİK"). As of March 31, 2024, the indices and adjustment coefficients used in the adjustment of the consolidated financial statements are as follows:

March 31,
2024
December
31, 2023
March 31,
2023
December
31, 2022
December
31, 2021
December
31, 2020
Index 2.139,47 1.859,37 1.269,75 1.128,40 686,95 504,81
Average Index 2.065,79 1.488,92 1.238,16 967,7 561,61 469,59
Conversion Factor 1,00000 1,15064 1,68495 1,89602 3,11445 4,23817
Period - Inflation Rate
Cumulative - Inflation Rate (Since
15,06% 64,78% 12,53% 64,26% 36,08%
2020) 323,82% 268,33% 151,53% 123,53% 36,08%

As of March 31, 2023 and 2024, quarterly inflation refers to the 3-month inflation starting from the end of the previous year. When calculating cumulative inflation, the base date was taken into December 31, 2020.

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

  • Current period condensed consolidated financial statements prepared in TRY are expressed in terms of the purchasing power at the balance sheet date, and amounts from previous reporting periods are also adjusted and expressed in terms of the purchasing power at the end of the reporting period.
  • Monetary assets and liabilities are not adjusted as they are already expressed in terms of the current purchasing power at the balance sheet date. In cases where the inflation-adjusted values of non-monetary items exceed their recoverable amount or net realizable value, the provisions of IAS 36 "Impairment of Assets" and IAS 2 "Inventories" are applied, respectively.
  • Non-monetary assets and liabilities and equity items that are not expressed in terms of the current purchasing power at the balance sheet date have been adjusted using the relevant adjustment coefficients.
  • All items in the comprehensive income statement, except for those that have an impact on the comprehensive income statement of non-monetary items on the balance sheet, have been indexed using the coefficients calculated for the periods when the income and expense accounts were first reflected in the financial statements.
  • The impact of inflation on the Group's net monetary asset position in the current period is recorded in the net monetary gain/(loss) account in the condensed consolidated income statement.
  • Subsidiaries' assets and liabilities are translated into TRY from the foreign exchange rate at the reporting date and income and expenses are translated into TRY at the average foreign exchange rate and then applied TAS 29.

Notes to the Condensed Consolidated Financial Statements

As of and for the Period Ended March 31, 2024 and 2023

(Amounts expressed in Turkish lira ("TL") in terms of purchasing power of the TL at March 31, 2024 unless otherwise indicated.)

2. Basis of presentation of the consolidated financial statements (cont'd)

2.1 Basis of presentation (cont'd)

Going concern

The Group prepared consolidated financial statements in accordance with the going concern assumption.

Approval of the consolidated financial statements

The consolidated financial statements have been approved and authorized to be published on June 14, 2024 by the Board of Directors. The General Assembly has the authority to revise the financial statements.

2.2 New and amended standards and interpretations

The accounting policies adopted in preparation of the consolidated financial statements as of March 31, 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 January 1, 2024 and thereafter. The effects of these standards and interpretations on the Group's financial position and performance have been disclosed in the related paragraphs.

i) The new standards, amendments and interpretations which are effective as of January 1, 2024 are as follows:

Amendments to TAS 1 Classification of Liabilities as Current and Non
Current Liabilities
Amendments to TFRS 16 Lease Liability in a Sale and Leaseback
Amendments to TAS 7 and TFRS 7 Disclosures: Supplier Finance Arrangements

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

Amendments to TFRS 10 and TAS 28 Sale or Contribution of Assets between an
Investor and its Associate or Joint Venture
TFRS 17 The new Standard for insurance contracts

iii) The amendments which are effective immediately upon issuance

Amendments to TAS 12 International Tax Reform – Pillar Two Model Rules

The amendments did not have a significant impact on the financial position or performance of the Group.

iv) The new amendments that are issued by the International Accounting Standards Board (IASB) but not issued by Public Oversight Authority (POA)

Amendments to IAS 21 Lack of exchangeability
IFRS 18 The new Standard for Presentation and Disclosure
in Financial Statements

The Group is in the process of assessing the impact of the amendments on financial position or performance of the Group.

Notes to the Condensed Consolidated Financial Statements

As of and for the Period Ended March 31, 2024 and 2023

(Amounts expressed in Turkish lira ("TL") in terms of purchasing power of the TL at March 31, 2024 unless otherwise indicated.)

2. Basis of presentation of the consolidated financial statements (cont'd)

2.3 Comparative information and restatement of consolidated financial statements with prior periods

The Group's condensed consolidated financial statements are prepared in comparison with the previous period in order to allow for the determination of the financial position and performance trends in accordance with a new illustrative financial statements. Comparative information is reclassified when necessary and important differences are explained in order to ensure compliance with the presentation of the current period consolidated financial statements.

2.4 Restatement and errors in the accounting policies and estimates

Any change in the accounting policies resulted from the first-time adoption of a new standard is made either retrospectively or prospectively in accordance with the transition requirements. Changes without any transition requirement, material changes in accounting policies or material errors are corrected, retrospectively by restating the prior period condensed consolidated financial statements. If changes in accounting estimates are related to only one period, they are recognised in the period when changes are applied; if changes in estimates are related to future periods, they are recognized both in the period where the change is applied and future periods prospectively.

2.4 Summary of significant accounting policies

The condensed consolidated financial statements for the three months period ended March 31, 2024 have been prepared in accordance with TAS 34. The accounting policies used in the preparation of these condensed consolidated financial statements for the three months period ended March 31, 2024, are consistent with those used in the preperation of annual consolidated financial statements for the year ended December 31, 2023. Accordingly, these condensed interim consolidated financial statements should be read in conjunction with the annual consolidated financial statements for the year ended December 31, 2023.

3. Segmental reporting

Within the framework of TFRS 8 - Operating Segments, there are no operating segments that meet limits and require segment reporting (December 31, 2023: None).

4. Cash and cash equivalents

The details of cash and cash equivalents as of March 31, 2024 and December 31, 2023 are as follows:

March 31, 2024 December 31, 2023
Cash on hand:
- Turkish lira 520 598
Cash in bank:
Time deposits
- Turkish lira 63.658 191.361
- US dollar 64.571 67.746
Demand deposits
- Turkish lira 1.039.567 979.908
- US dollar 8.160.126 117.858
- Euro 77.554.475 64.490.836
- British pound 266.931 465.209
Total 87.149.848 66.313.516

Notes to the Condensed Consolidated Financial Statements

As of and for the Period Ended March 31, 2024 and 2023

(Amounts expressed in Turkish lira ("TL") in terms of purchasing power of the TL at March 31, 2024 unless otherwise indicated.)

4. Cash and cash equivalents (cont'd)

As of March 31, 2024 and December 31, 2023 the details of the time deposits are as follows:

Maturity Interest rate March 31, 2024
Turkish lira
US dollar
April '24
April '24
%45,00
%4,10
63.658
64.571
Total 128.229
Maturity Interest rate December 31, 2023
Turkish lira
US dollar
January '24
January '24
%42,50 - 47,50
%4,10
191.361
67.746
Total 259.107

As of March 31, 2024, there is no blockage on the bank accounts (December 31, 2023: None).

5. Financial investments

a) Short-term financial investments

The details of short-term financial investments as of March 31, 2024 and December 31, 2023 are as follows:

March 31, 2024 December 31, 2023
Stock certificates 84.255.000 69.671.947
Foreign funds (*) 34.807.868 37.486.832
Total 119.062.868 107.158.779

(*) As of December 31, 2023, the Group has short-term funds amounting to 1.000.000 euros.

As of March 31, 2024 the details of the stock certificates are as follows:

Code of stock Number of shares Price of stock Fair value
PETKM 2.500.000 19,83 49.575.000
SISE 750.000 46,24 34.680.000

As of December 31, 2023 the details of the stock certificates are as follows:

Code of stock Number of shares Price of stock Fair value Purchasing power of the
TL at March 31, 2024
EKGYO 3.470.000 6,88 23.873.600 27.469.921
KRDMD 950.000 23,76 22.572.000 25.972.248
THYAO 30.000 228,60 6.858.000 7.891.090
AVPGY 150.000 38,78 5.817.000 6.693.273
ADGYO 50.000 28,60 1.430.000 1.645.415

Notes to the Condensed Consolidated Financial Statements

As of and for the Period Ended March 31, 2024 and 2023

(Amounts expressed in Turkish lira ("TL") in terms of purchasing power of the TL at March 31, 2024 unless otherwise indicated.)

5. Financial investments (cont'd)

a) Short-term financial investments (cont'd)

Movement of stock certificates for the periods ended March 31, 2024 and 2023 are as follows:

2024
January 1 69.671.947
Addition 96.754.317
Sales of stock certificate (-) (65.845.059)
Fair value change (Note 22a-b) (9.167.250)
Profit from sales of stock certificate (Note 22a) 3.264.015
Monetary loss (-) (10.422.970)

March 31 84.255.000

b) Long-term financial investments

The details of long-term financial investments as of March 31, 2024 and December 31, 2023 are as follows:

March 31, 2024 December 31, 2023
Peker Real Estate GMBH 899.113 899.113
Total 899.113 899.113

6. Financial liabilities

The details of financial liabilities as of March 31, 2024 and December 31, 2023 are as follows:

March 31, 2024 December 31, 2023
Short-term bank loans 130.289.714 136.998.682
Short-term portion of long-term borrowings 86.884.392 6.009.836
Commercial paper (*) 108.029.881 -
Short-term lease liabilities 25.360.812 36.447.405
Short-term financial liabilities 350.564.799 179.455.923
Long-term bank loans 2.218.266.473 2.308.360.587
Long-term lease liabilities 17.928.174 17.885.391
Long-term financial liabilities 2.236.194.647 2.326.245.978
Total 2.586.759.446 2.505.701.901

(*) As of March 31, 2024, the commercial paper consists of the commercial paper issued on March 21, 2024, with ISIN code TRFPEGY62417, annual interest rate of 58% simple, 72.56% compound interest, maturity of June 10, 2024.

Notes to the Condensed Consolidated Financial Statements

As of and for the Period Ended March 31, 2024 and 2023

(Amounts expressed in Turkish lira ("TL") in terms of purchasing power of the TL at March 31, 2024 unless otherwise indicated.)

6. Financial liabilities (cont'd)

The details of bank loans as of March 31, 2024 are as follows:

Currency TL equivalent Interest Interest rate (%)
Euro 585.430.210 Fixed 2,09
Euro 538.006.870 Fixed 2,09
Euro 522.975.000 Fixed 12,00
Euro 209.190.000 Fixed 4,99
Euro 174.325.000 Fixed 4,85
Euro 122.550.475 Floating 2,90
Turkish lira 37.245.877 Fixed 50,00
Turkish lira 30.548.858 Fixed 50,00
Euro 24.299.859 Fixed 4,50
Euro 19.912.831 Fixed 4,50
Turkish lira 18.921.586 Fixed 53,00
Turkish lira 18.742.126 Floating 48,00
Turkish lira 18.595.142 Fixed 50,00
Turkish lira 18.329.997 Fixed 47,40
Turkish lira 10.760.414 Fixed 48,48
Turkish lira 9.554.305 Fixed 47,52
Turkish lira 8.476.905 Fixed 49,08
Turkish lira 7.655.653 Fixed 45,60
Turkish lira 5.722.975 Fixed 52,92
Turkish lira 5.397.935 Fixed 48,48
Turkish lira 5.275.766 Fixed 49,08
Turkish lira 5.246.230 Fixed 49,08
Turkish lira 4.695.484 Fixed 51,96
Turkish lira 4.175.097 Fixed 49,50
Turkish lira 4.150.119 Fixed 53,00
Turkish lira 4.112.846 Floating 48,00
Turkish lira 2.695.018 Fixed 48,48
Turkish lira 2.597.811 Fixed 49,56
Turkish lira 2.507.399 Fixed 20,69
Turkish lira 2.442.058 Fixed 48,00
Turkish lira 2.253.503 Fixed 48,60
Turkish lira 1.956.867 Fixed 43,20
Turkish lira 1.950.042 Fixed 49,08
Turkish lira 992.619 Fixed 45,49
Turkish lira 992.619 Fixed 45,49
Turkish lira 992.619 Fixed 45,49
Turkish lira 992.619 Fixed 45,49
Turkish lira 769.845 Fixed 50,00

Notes to the Condensed Consolidated Financial Statements

As of and for the Period Ended March 31, 2024 and 2023

(Amounts expressed in Turkish lira ("TL") in terms of purchasing power of the TL at March 31, 2024 unless otherwise indicated.)

6. Financial liabilities (cont'd)

The details of bank loans as of December 31, 2023 are as follows:

Currency TL equivalent Interest Interest rate (%)
Euro 634.132.640 Fixed 2,09
Euro 579.414.464 Fixed 2,09
Euro 563.225.662 Fixed 12,00
Euro 225.290.265 Fixed 4,99
Euro 187.741.887 Fixed 4,85
Euro 94.434.169 Floating 2,90
Turkish lira 27.402.917 Fixed 47,40
Euro 26.170.087 Fixed 4,50
Turkish lira 21.801.995 Fixed 53,00
Euro 21.445.435 Fixed 4,50
Turkish lira 21.424.877 Floating 47,00
Turkish lira 11.117.904 Fixed 45,60
Turkish lira 9.259.983 Fixed 52,92
Turkish lira 5.793.279 Fixed 48,48
Turkish lira 4.745.297 Fixed 53,00
Turkish lira 4.703.489 Floating 47,00
Turkish lira 3.869.840 Fixed 20,68
Euro 3.564.065 Fixed 4,50
Turkish lira 2.938.228 Fixed 43,20
Turkish lira 2.892.622 Fixed 48,48

Interest risks related to interest rate changes on floating rate bank loans are explained in Note 24.

Movement of bank loans for the periods ended March 31, 2024 and 2023 are as follows:

2024 2023
January 1 2.451.369.105 1.888.700.292
Addition 169.693.593 144.846.505
Principal payments (-) (19.917.817) (4.392.094)
Interest accrual/ (paid), net 20.238.339 710.601
Translation differences (165.841.289) (124.701.999)
Monetary gain (-) (20.101.352) (9.466.421)
March 31 2.435.440.579 1.895.696.884

Notes to the Condensed Consolidated Financial Statements

As of and for the Period Ended March 31, 2024 and 2023

(Amounts expressed in Turkish lira ("TL") in terms of purchasing power of the TL at March 31, 2024 unless otherwise indicated.)

6. Financial liabilities (cont'd)

Movement of commercial paper for the period ended March 31, 2024 is as follows:

2024
January 1 -
Issued of commercial paper (*) 188.954.907
Principal payments (-) (78.731.852)
Interest accrual/ (paid), net 1.659.899
Monetary gain (-) (3.853.073)
March 31 108.029.881

(*) For the period ended March 31, 2024, issued commercial paper consist of the commercial paper with the ISIN code TRFPEGY32410, issued on January 18, 2024, with a maturity of 19 March 2024, and commercial paper with the ISIN code TRFPEGY62417, with an issue date of 21 March 2024, with a maturity of June 10, 2024.

Movement of lease liabilities for the period ended March 31, 2024 is as follows:

2024
January 1 54.332.796
Addition -
Principal payments (-) (4.304.284)
Interest paid (6.321.061)
Interest accrual 6.554.511
Monetary gain (-) (6.972.976)
March 31 43.288.986

As of March 31, 2024 and December 31, 2023, lease liabilities consist of the "sale-leaseback" transaction for the Ritz Carlton A95, which is included in the investment properties, and the B8 and D2 independent sections of the Ataköy NEF 22 project, which are included in the inventories.

7. Trade receivables and payables

a) Short-term trade receivables

The details of short-term trade receivables as of March 31, 2024 and December 31, 2023 are as follows:

March 31, 2024 December 31, 2023
Trade receivables from third parties (*)
Income accruals
Trade receivables from related parties (Note 18)
754.847.124
305.493
158.818.136
811.979.261
351.513
170.559.716
Total 913.970.753 982.890.490

(*) As of March 31, 2024 and December 31, 2023, trade receivables from third parties mainly consist of receivables arising from the sale of 40% of the shares of Nordstern Dusseldorf GMBH, operating in Germany, to DATE Investment GMBH and EN FA Investment GMBH on December 28, 2023.

Notes to the Condensed Consolidated Financial Statements

As of and for the Period Ended March 31, 2024 and 2023

(Amounts expressed in Turkish lira ("TL") in terms of purchasing power of the TL at March 31, 2024 unless otherwise indicated.)

7. Trade receivables and payables (cont'd)

b) Short-term trade payables

The details of short-term trade payables as of March 31, 2024 and December 31, 2023 are as follows:

March 31, 2024 December 31, 2023
Trade payables to third parties
Trade payables to related parties (Note 18)
113.486.915
1.275.501
137.784.387
1.105.454
Total 114.762.416 138.889.841

8. Other receivables and payables

a) Short-term other receivables

The details of short-term other receivables as of March 31, 2024 and December 31, 2023 are as follows:

March 31, 2024 December 31, 2023
Deposits and guarantees given 11.079.866 374.808
Receivables from the tax authorities 93.839 4.039.785
Other receivables from third parties 112.270 18.221
Other receivables from related parties (Note 18) 3.498.438 3.667.530
Total 14.784.413 8.100.344

b) Long-term other receivables

The details of long-term other receivables as of March 31, 2024 and December 31, 2023 are as follows:

March 31, 2024 December 31, 2023
Deposits and guarantees given 915.960 986.496
Total 915.960 986.496

c) Short-term other payables

The details of short-term other payables as of March 31, 2024 and December 31, 2023 are as follows:

March 31, 2024 December 31, 2023
Other payables to third parties (*) 60.336.911 34.533.742
Deposits and guarantees taken 910.245 992.826
Other payables to related parties (Note 18) 5.043.250 1.877.419
Total 66.290.406 37.403.987

(*) As of March 31, 2024 and December 31, 2023, other payables to third parties mainly consist of payables to Deniz Yatırım Menkul Kıymetler A.Ş. within the scope of stock purchases.

Notes to the Condensed Consolidated Financial Statements

As of and for the Period Ended March 31, 2024 and 2023

(Amounts expressed in Turkish lira ("TL") in terms of purchasing power of the TL at March 31, 2024 unless otherwise indicated.)

8. Other receivables and payables (cont'd)

d) Long-term other payables

The details of long-term other payables as of March 31, 2024 and December 31, 2023 are as follows:

March 31, 2024 December 31, 2023
Other payables to related parties (Note 18) 1.239.723 1.335.138
Total 1.239.723 1.335.138

9. Inventories

The details of inventories as of March 31, 2024 and December 31, 2023 are as follows:

March 31, 2024 December 31, 2023
Ataköy Nef 22 independent sections (*) 251.256.984 251.256.984
Land shares of Ataköy Project (**) 77.948.231 77.948.231
Sultan Makamı (***) 45.561.465 45.561.465
Inventories, gross 374.766.680 374.766.680
Ataköy Nef 22 independent sections (*) (22.461.889) (22.461.889)
Land shares of Ataköy Project (**) (12.242.789) (12.242.789)
Sultan Makamı (***) - -
Impairment (-) (34.704.678) (34.704.678)
Inventories, net 340.062.002 340.062.002
  • (*) With the protocol signed between the Company and Timur Gayrimenkul on December 28, 2017, 23 commercial areas amounting to 74.898.337 Turkish liras in the Ataköy project were purchased by the Company. 15 of the purchased commercial areas were returned, and 45 independent sections (16 commercial areas and 29 residences) were purchased within the framework of property sharing between the Company and Nef. As of March 31, 2024, there is a inventory of 1 residence and 10 commercial areas (December 31, 2023: 1 residence and 10 commercial areas).
  • (**) The "Revenue Sharing Project for Land Sale" is carried out with the contract concluded between Nef and the Company on the Company's land located in Istanbul, Bakırköy, Ataköy. The sales revenue will be shared between the landowner Peker GYO and the contractor Nef, 50% of the landowner and 50% of the contractor. There are 1,438 residences and 125 workplaces in the project. The delivery of the independent sections sold by Nef has started, and the land share invoices of the delivered independent sections have been invoiced to Nef. In addition, the land shares (76 in total) of the independent sections subject to the independent section sharing between the Company and Nef in the current period were invoiced to Nef. As of March 31, 2024, the land shares of 5 commercial areas that were not delivered are included in the inventories (December 31, 2023: 5 commercial areas).
  • (***) It consists of an independent section in the "Sultan Makamı Konutları" located on the parcel 879 of the Çengelköy, in the Istanbul, Üsküdar. (December 31, 2023: An independent section).

Notes to the Condensed Consolidated Financial Statements

As of and for the Period Ended March 31, 2024 and 2023

(Amounts expressed in Turkish lira ("TL") in terms of purchasing power of the TL at March 31, 2024 unless otherwise indicated.)

9. Inventories (cont'd)

Movement of inventories for the periods ended March 31, 2024 and 2023 are as follows:

2024 2023
January 1
Transfer to investment properties (*) (Note 12)
340.062.002
-
388.989.567
(26.924.004)
March 31 340.062.002 362.065.563

(*) Independent sections of Nef 22 which was previously reported in inventories has been classified into investment properties due to rental.

10. Prepaid expenses and contract liabilities

a) Short-term prepaid expenses

The details of short-term prepaid expenses as of March 31, 2024 and December 31, 2023 are as follows:

March 31, 2024 December 31, 2023
Advances given to third parties 5.613.351 7.471.220
Prepaid expenses for next months 1.816.449 128.618
Advances given to related parties (Note 18) 428.266.489 414.658.670
Total 435.696.289 422.258.508

b) Long-term prepaid expenses

The details of long-term prepaid expenses as of March 31, 2024 and December 31, 2023 are as follows:

March 31, 2024 December 31, 2023
Advances given to related parties (Note 18) 13.920.920 14.992.334
Total 13.920.920 14.992.334

c) Contract liabilities

The details of contract liabilities as of March 31, 2024 and December 31, 2023 are as follows:

March 31, 2024 December 31, 2023
Liabilities from customer contracts 75.000 292.826
Total 75.000 292.826

Notes to the Condensed Consolidated Financial Statements

As of and for the Period Ended March 31, 2024 and 2023

(Amounts expressed in Turkish lira ("TL") in terms of purchasing power of the TL at March 31, 2024 unless otherwise indicated.)

11. Other assets and liabilities

a) Other current assets

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

March 31, 2024 December 31, 2023
Deferred VAT
Personnel and job advances
Other
35.157.310
1.392
3.119.756
62.136.319
57.512
3.359.867
Total 38.278.458 65.553.698

b) Other current liabilities

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

March 31, 2024 December 31, 2023
Taxes and funds payables 9.302.962 58.130.266
Total 9.302.962 58.130.266

Notes to the Condensed Consolidated Financial Statements

As of and for the Period Ended March 31, 2024 and 2023

(Amounts expressed in Turkish lira ("TL") in terms of purchasing power of the TL at March 31, 2024 unless otherwise indicated.)

12. Investment properties

The details of investment properties as of March 31, 2024 and December 31, 2023 are as follows:

March 31, 2024 December 31, 2023
Hotel - Peker GMBH (1) 2.992.997.800 3.223.351.802
Düsseldorf 2 - Nordstern (2) 384.565.415 414.163.226
Düsseldorf - Nordstern (2) 372.384.610 401.044.933
Solingen - Peker GYO Global (3) 227.085.008 244.562.448
Grevenbroich - Bluestone (4) 97.620.452 105.133.742
Ritz Carlton A 95 - Peker GYO (5) 71.339.685 71.339.685
Nef 22 - Peker GYO (6) 58.394.984 58.394.984
House - Peker GMBH (1) 51.333.393 55.284.231
Parcela Benalmadena - Spain (8) 48.639.846 52.383.378
Parcela Mijas - Spain (8) 40.268.239 43.367.456
Grevenbroich - Peker GYO Global (3) 24.013.587 25.861.776
Kaiserwall - Peker GYO (7) 17.765.915 17.765.915
Total 4.386.408.934 4.712.653.576
  • (1) Peker GMBH owns the Northgate Düsseldorf project. Related project; It is a project with a gross indoor construction area of 26.200 m2 located in Düsseldorf, Germany. The project, which was developed on a land of 11,600 m2 , has a total net usage area of 24.000 m2 (8.400 m2 hotel, 5.800 m2 boarding, 1.800 m2 office, 8.000 m2 common use area). The 431-room hotel project, the construction of which started in 2019, was completed at the beginning of 2023. The related hotel is one of the largest hotels in the city of Düsseldorf and has been leased to the Novum Hotels Group for 25+5 years. The hotel continues to operate.
  • (2) Nordstern Düsseldorf GMBH owns a land of 8,891 m2 in Düsseldorf, Germany, and continues its project development activities on the relevant land. In addition, with the purchase agreement signed between Nordstern Düsseldorf GMBH and Düsseldorf Municipality on August 31, 2023, a new land of 9,163 m2 was purchased on the parcel adjacent to the mentioned land.
  • (3) Peker GYO Global GMBH owns 3 adjoining buildings in Grevenbroich, Nordrhein-Westfalen, Germany, and plans to design these three real estates together. In addition, it has a land area of 2,690 m2 in the city of Solingen, and it is planned to build a project with a total of 45 flats, 33 indoor parking lots, 14 outdoor parking lots and motor parking lots.
  • (4) It is planned to develop a residential project on a land of 2,370 m2 in Gerevenbroich, Germany.
  • (5) On July 26, 2023, the Company purchased the independent section numbered 95 amounting to 48.303.840 TL + VAT, which is located on the 14th floor of the A Block of the project. Related project; It is located in Istanbul, Şişli, Teşvikiye. The project is located on a parcel with a surface area of 5.032,56 m2, registered with the parcel number 840 and 114. There are 3 blocks in the project, consisting of blocks A, B and C.

(6) Due to the rental of 2 residences, which were previously in Nef 22 independent section inventories, the related residences were classified as investment properties as of December 31, 2022 and March 31, 2023, respectively.

  • (7) A real estate consisting of 3 flats and 1 commercial area with a leasable area of 417 m2 in the city of Recklinghausen, Westphalia, Germany, was purchased for 500.000 euros. Rental income is obtained from the said real estate.
  • (8) As part of the restructuring the Group has created for new investments to be made in Spain; Avellano purchased a 609.11 m2 plot at the address 9.3, Benalmadena 1 29639 Malaga and a 670 m2 plot at the address of Ficus Buena Vista Sol, 2, Buenavista, 29650, Mijas, Malaga.

Notes to the Condensed Consolidated Financial Statements

As of and for the Period Ended March 31, 2024 and 2023

(Amounts expressed in Turkish lira ("TL") in terms of purchasing power of the TL at March 31, 2024 unless otherwise indicated.)

12. Investment properties (cont'd)

Movement of investment properties for the periods ended March 31, 2024 and 2023 are as follows:

2024 2023
January 1 4.712.653.576 4.636.226.569
Addition 10.366.455 40.041.473
Transfer from inventories (*) (Note 9) - 26.924.004
Sales of investment properties (**)
(Note 19)
- (67.800.413)
Translation differences (408.870.211) (284.098.612)
Fair value change (Note 21a) 72.259.114 (10.264.776)
March 31 4.386.408.934 4.341.028.245

(*) Independent sections of Nef 22 which was previously reported in investories has been classified into investment properties due to rental.

(**) It consists of the sales of residences numbered 18 and 19 in the Urbanization Oasis Club Project in Marbella, Malaga.

As of March 31, 2024, the fair values of the investment properties and the methods that are used to identify the fair values are as follows:

March 31, 2024
Date of appraisal Fair value
Name of investment property report (Appraisal report) Currency Fair value (TL)
Hotel - Peker GMBH December 14, 2023 86.000.000 Euro 2.992.997.800
Düsseldorf 2 - Nordstern December 12, 2023 11.050.000 Euro 384.565.415
Düsseldorf - Nordstern December 12, 2023 10.700.000 Euro 372.384.610
Solingen - Peker GYO Global December 14, 2023 6.525.000 Euro 227.085.008
Grevenbroich - Bluestone December 14, 2023 2.805.000 Euro 97.620.452
Ritz Carlton A 95 - Peker GYO January 8, 2024 71.339.685 Turkish lira 71.339.685
Nef 22 - Peker GYO January 8, 2024 58.394.984 Turkish lira 58.394.984
House - Peker GMBH December 14, 2023 1.475.000 Euro 51.333.393
Parcela Benalmadena - Spain January 15, 2024 1.397.604 Euro 48.639.846
Parcela Mijas - Spain January 16, 2024 1.157.057 Euro 40.268.239
Grevenbroich - Peker GYO Global December 14, 2023 690.000 Euro 24.013.587
Kaiserwall - Peker GYO December 31, 2023 474.000 Euro 17.765.915

Name of investment property Valuation method use Based on valuation method

Hotel - Peker GMBH Precent comparison, Income discount Income discount Düsseldorf 2 - Nordstern Precent comparison Precent comparison Düsseldorf - Nordstern Precent comparison Precent comparison Solingen - Peker GYO Global Cost analysis, Precent comparison, Income discount Precent comparison Grevenbroich - Bluestone Precent comparison Precent comparison Ritz Carlton A 95 - Peker GYO Precent comparison, Income discount Precent comparison Nef 22 - Peker GYO Precent comparison, Income discount Precent comparison House - Peker GMBH Precent comparison Precent comparison Parcela Benalmadena - Spain Precent comparison Precent comparison Parcela Mijas - Spain Precent comparison Precent comparison Grevenbroich - Peker GYO Global Precent comparison, Income discount Precent comparison Kaiserwall - Peker GYO Cost analysis, Income discount Income discount

Notes to the Condensed Consolidated Financial Statements

As of and for the Period Ended March 31, 2024 and 2023

(Amounts expressed in Turkish lira ("TL") in terms of purchasing power of the TL at March 31, 2024 unless otherwise indicated.)

12. Investment properties (cont'd)

As of December 31, 2023, the fair values of the investment properties and the methods that are used to identify the fair values are as follows:

31 Aralık 2023
Date of appraisal Fair value
Name of investment property report (Appraisal report) Currency Fair value (TL)
Hotel - Peker GMBH December 14, 2023 86.000.000 Euro 3.223.351.802
Düsseldorf 2 - Nordstern December 12, 2023 11.050.000 Euro 414.163.226
Düsseldorf - Nordstern December 12, 2023 10.700.000 Euro 401.044.933
Solingen - Peker GYO Global December 14, 2023 6.525.000 Euro 244.562.448
Grevenbroich - Bluestone December 14, 2023 2.805.000 Euro 105.133.742
Ritz Carlton A 95 - Peker GYO January 8, 2024 71.339.685 Turkish lira 71.339.685
Nef 22 - Peker GYO January 8, 2024 58.394.984 Turkish lira 58.394.984
House - Peker GMBH December 14, 2023 1.475.000 Euro 55.284.231
Parcela Benalmadena - Spain January 15, 2024 1.397.604 Euro 52.383.378
Parcela Mijas - Spain January 16, 2024 1.157.057 Euro 43.367.456
Grevenbroich - Peker GYO Global December 14, 2023 690.000 Euro 25.861.776
Kaiserwall - Peker GYO December 31, 2023 474.000 Euro 17.765.915
Name of investment property Valuation method use Based on valuation method
Hotel - Peker GMBH Precent comparison, Income discount Income discount
Düsseldorf 2 - Nordstern Precent comparison Precent comparison
Düsseldorf - Nordstern Precent comparison Precent comparison
Solingen - Peker GYO Global Cost analysis, Precent comparison, Precent comparison
Income discount
Grevenbroich - Bluestone Precent comparison Precent comparison
Ritz Carlton A 95 - Peker GYO Precent comparison, Income discount Precent comparison
Nef 22 - Peker GYO Precent comparison, Income discount Precent comparison
House - Peker GMBH Precent comparison Precent comparison
Parcela Benalmadena - Spain Precent comparison Precent comparison
Parcela Mijas - Spain Precent comparison Precent comparison
Grevenbroich - Peker GYO Global Precent comparison, Income discount Precent comparison
Kaiserwall - Peker GYO Cost analysis, Income discount Income discount

As of March 31, 2024 the fair values classification of the investment properties are as follows:

March 31, 2024 1. level 2. level 3. level
Hotel - Peker GMBH 2.992.997.800 - 2.992.997.800 -
Düsseldorf 2 - Nordstern 384.565.415 - 384.565.415 -
Düsseldorf - Nordstern 372.384.610 - 372.384.610 -
Solingen - Peker GYO Global 227.085.008 - 227.085.008 -
Grevenbroich - Bluestone 97.620.452 - 97.620.452 -
Ritz Carlton A 95 - Peker GYO 71.339.685 - 71.339.685 -
Nef 22 - Peker GYO 58.394.984 - 58.394.984 -
House - Peker GMBH 51.333.393 - 51.333.393 -
Parcela Benalmadena - Spain 48.639.846 - 48.639.846 -
Parcela Mijas - Spain 40.268.239 - 40.268.239 -
Grevenbroich - Peker GYO Global 24.013.587 - 24.013.587 -
Kaiserwall - Peker GYO 17.765.915 - - 17.765.915
Total 4.386.408.934 - 4.368.643.019 17.765.915

Notes to the Condensed Consolidated Financial Statements

As of and for the Period Ended March 31, 2024 and 2023

(Amounts expressed in Turkish lira ("TL") in terms of purchasing power of the TL at March 31, 2024 unless otherwise indicated.)

12. Investment properties (cont'd)

As of December 31, 2023 the fair values classification of the investment properties are as follows:

December 31, 2023 1. level 2. level 3. level
Hotel - Peker GMBH 3.223.351.802 - 3.223.351.802 -
Düsseldorf 2 - Nordstern 414.163.226 - 414.163.226 -
Düsseldorf - Nordstern 401.044.933 - 401.044.933 -
Solingen - Peker GYO Global 244.562.448 - 244.562.448 -
Grevenbroich - Bluestone 105.133.742 - 105.133.742 -
Ritz Carlton A 95 - Peker GYO 71.339.685 - 71.339.685 -
Nef 22 - Peker GYO 58.394.984 - 58.394.984 -
House - Peker GMBH 55.284.231 - 55.284.231 -
Parcela Benalmadena - Spain 52.383.378 - 52.383.378 -
Parcela Mijas - Spain 43.367.456 - 43.367.456 -
Grevenbroich - Peker GYO Global 25.861.776 - 25.861.776 -
Kaiserwall - Peker GYO 17.765.915 - - 17.765.915
Total 4.712.653.576 - 4.694.887.661 17.765.915

13. Property, plant and equipment

Movement of property, plant and equipment and accumulated depreciation for the periods ended March 31, 2024 and 2023 are as follows:

January 1, 2024 Addition Translation difference March 31, 2024
Cost:
Vehicles 76.085.928 6.007.389 (726.285) 81.367.032
Furniture and fixtures 16.109.776 198.962 (1.042.679) 15.266.059
Total 92.195.704 6.206.351 (1.768.964) 96.633.091
Accumulated
depreciation (-):
Vehicles 25.783.691 3.501.002 (115.830) 29.168.863
Furniture and fixtures 3.603.769 482.530 (201.419) 3.884.880
Total 29.387.460 3.983.532 (317.249) 33.053.743
Book value 62.808.244 63.579.348

Notes to the Condensed Consolidated Financial Statements

As of and for the Period Ended March 31, 2024 and 2023

(Amounts expressed in Turkish lira ("TL") in terms of purchasing power of the TL at March 31, 2024 unless otherwise indicated.)

13. Maddi duran varlıklar (devamı)

January 1, Translation March 31,
2023 Addition Disposal difference 2023
Cost:
Vehicles 62.583.832 9.240.347 (7.729.996) (1.965.380) 62.128.803
Furniture and fixtures 13.198.384 390.284 - (846.930) 12.741.738
Total 75.782.216 9.630.631 (7.729.996) (2.812.310) 74.870.541
Accumulated depreciation (-
):
Vehicles 16.043.215 2.624.151 (1.056.832) 895.075 18.505.609
Furniture and fixtures 1.616.541 311.574 - (83.899) 1.844.216
Total 17.659.756 2.935.725 (1.056.832) 811.176 20.349.825
Book value 58.122.460 54.520.716

As of March 31, 2024 and December 31, 2023, there are pledges on vehicles amounting to 4.849.398 Turkish liras and 5.579.912 Turkish liras (Note 14).

As of March 31, 2024 and December 31, 2023 there are no property, plant and equipment acquired through financial leasing.

As of March 31, 2024 and December 31, 2023 there is no capitalized borrowing cost.

For the periods ended March 31, 2024 and 2023, depreciation expenses are included in general administrative expenses (Note 20).

14. Provisions, commitments and contingencies

a) Provisions

As of March 31, 2024 and December 31, 2023, there are 8 lawsuits to which the Group is a party. The Group does not foresee a significant cash outflow risk for the related lawsuits.

b) Contingent assets

The details of collaterals, pledges and mortgages ("CPM") received as of March 31, 2024 and December 31, 2023 are as follows:

March 31, 2024 December 31, 2023
Letter of guarantees taken (*)
- Turkish lira
- US dollar
2.060.200
62.434.507
2.370.549
65.504.218
Total 64.494.707 67.874.767

(*) As of March 31, 2024 and December 31, 2023, letter of guarantees taken consist of the letter of guarantees received from the customers regarding the undelivered residences and workplaces within the scope of the sales contracts made within the scope of Nef 22 Project.

Notes to the Condensed Consolidated Financial Statements

As of and for the Period Ended March 31, 2024 and 2023

(Amounts expressed in Turkish lira ("TL") in terms of purchasing power of the TL at March 31, 2024 unless otherwise indicated.)

14. Provisions, commitments and contingencies (cont'd)

c) Contingent liabilities

The details of collaterals, pledges and mortgages ("CPM") given as of March 31, 2024 and December 31, 2023 are as follows:

March 31, 2024 December 31, 2023
A. Total amount of guarantees provided by the Company
on behalf of itself (*) 174.882.677 201.227.017
B. Total amount for guarantees provided on behalf of
subsidiaries accounted under full consolidation method (**) 2.492.888.749 2.689.590.278
C. Provided on behalf of third parties in order to maintain
operating activities - -
D. Other guarantees given - -
i. Total amount of guarantees given on behalf of the
parent company - -
ii. Total amount of guarantees provided on behalf of the
associates which are not in the scope of B and C - -
iii. Total amount of guarantees provided on behalf of third
parties which are not in the scope of C - -
Total 2.667.771.426 2.890.817.295

(*) As of December 31, 2023, guarantees, pledges and mortgages consist of amounting to 88.783.389 Turkish liras consist of mortgages on independent sections, amounting to 27.040.042 Turkish liras is from mortgages within the scope of "sale-leaseback", amounting to 5.579.912 Turkish liras consist of pledges on vehicles, amounting to 48.181.073 Turkish liras is from liens within the scope of "sale-leaseback", amounting to 23.012.801 Turkish liras and 8.629.800 Turkish liras guarantee given to Kuveyt Türk Katılım Bankası A.Ş. and Albaraka Türk Katılım Bankası A.Ş. As of March 31, 2024, guarantees, pledges and mortgages consist of amounting to 77.160.000 Turkish liras consist of mortgages on independent sections, amounting to 23.500.000 Turkish liras is from mortgages within the scope of "sale-leaseback", amounting to 4.849.398 Turkish liras consist of pledges on vehicles, amounting to 41.873.279 Turkish liras is from liens within the scope of "sale-leaseback", amounting to 20.000.000 Turkish liras and 7.500.00 Turkish liras guarantee given to Kuveyt Türk Katılım Bankası A.Ş. and Albaraka Türk Katılım Bankası A.Ş.

(**) As of March 31, 2024 and December 31, 2023, guarantees provided on behalf of subsidiaries accounted under full consolidation method consist of mortgage amounting to 11.000.000 euros related to land in Nordstern, amounting to 10.000.000 euros related to land in Solingen, amounting to 50.000.000 euros related to Hotel in Northgate and amounting to 630.000 euros related to real estates in Grevenbroich.

Notes to the Condensed Consolidated Financial Statements As of and for the Period Ended March 31, 2024 and 2023

(Amounts expressed in Turkish lira ("TL") in terms of purchasing power of the TL at March 31, 2024 unless otherwise indicated.)

15. Shareholders's equity

a) Paid in capital

The details of paid-in capital as of March 31, 2024 and December 31, 2023 are as follows:

March 31, 2024 December 31, 2023
Name of shareholder Share (%) Amount Share (%) Amount
Hasan Peker 39,17 262.364.967 39,17 262.364.967
Treasury shares (*) (Note 15b) 0,52 3.508.691 - -
Public shares 60,31 403.960.089 60,83 407.468.780
Total 100 669.833.747 100 669.833.747
Inflation adjustment to share capital 2.157.328.010 2.157.328.010
Total 2.827.161.757 2.827.161.757

As of March 31, 2024 and December 31, 2023, the Company's share capital consists of 669.833.747 units of shares with the nominal value of Turkish lira 1.

March 31, 2024 December 31, 2023
Shareholder Units of share Amount Units of share Amount Group Type
Hasan Peker 42.166.667 42.166.667 42.166.667 42.166.667 A Registered
Hasan Peker 220.198.300 220.198.300 220.198.300 220.198.300 B Bearer
Treasury shares (*) 3.508.691 3.508.691 - - B Bearer
Public shares 403.960.089 403.960.089 407.468.780 407.468.780 B Bearer
Total 669.833.747 669.833.747 669.833.747 669.833.747

(*) As of March 31, 2024, it refers to publicly traded shares that have been repurchased by the Company (Note 15b).

Shares are divided into groups A and B, and group A shares are privileged. The nominal amount of the privileged shares is amounting to 42.166.667 Turkish liras. Group A shares have the privilege to nominate candidates in the election of the members of the Board of Directors. If the Board of Directors consists of 5 members, 3 of them, in case of 6 or 7 members, 4 of them are selected by the General Assembly from among the candidates nominated by the group A shareholders.

The management control of the Company belongs to group A shareholders, and this control is achieved by owning the majority of the privileges granted to the shares.

b) Treasury shares

As of March 31, 2024, in accordance with the decision of the board of directors dated March 12, 2024, based on the completed transactions, a total of 3.508.691 shares, corresponding to 0.52% of the Company's capital, were purchased for a total price of 72.133.458 Turkish liras, including transaction costs (Note 15a).

Notes to the Condensed Consolidated Financial Statements

As of and for the Period Ended March 31, 2024 and 2023

(Amounts expressed in Turkish lira ("TL") in terms of purchasing power of the TL at March 31, 2024 unless otherwise indicated.)

15. Shareholders's equity (cont'd)

c) Restricted reserves

In accordance with the Turkish Commercial Code ("TCC"), unless the required reserves and the dividend for shareholders as determined in the article of association or in the dividend distribution policy of the Company are set aside, no decision may be made to set aside other reserves, to transfer profits to the subsequent year or to distribute dividends to the holders of usufruct right certificates, to the members of the board of directors or to the employees; and no dividend can be distributed to these persons unless the determined dividend for shareholders is paid in cash.

The Turkish Commercial Code ("TCC") stipulates that the legal reserve is appropriated out of statutory profits at the rate of 5% per annum, until the total reserve reaches 20% of the Group's paid-in share capital. Other legal reserve is appropriated out of 10% of the distributable income after 5% dividend is paid to shareholders. Under the TCC, legal reserves can only be used for compensating losses, continuing operations in severe conditions or preventing unemployment and taking actions for relieving its effects in case general legal reserves does not exceed half of paid-in capital or issued capital.

As of March 31, 2024, the total amount of legal reserves is 204.743.193 Turkish liras (December 31, 2023: 132.609.735 Turkish liras).

16. Earnings per share

Earnings per share disclosed in the consolidated statements of income are determined by dividing the net income per share by the weighted average number of shares that have been outstanding during the year.

January 1 -
March 31, 2024
January 1 -
March 31, 2023
Profit for the year
Weighted average number of ordinary shares with
nominal value
(128.090.487)
2.827.161.757
(142.023.635)
2.827.161.757
Earnings per share (,05) (,05)

Notes to the Condensed Consolidated Financial Statements As of and for the Period Ended March 31, 2024 and 2023

(Amounts expressed in Turkish lira ("TL") in terms of purchasing power of the TL at March 31, 2024 unless otherwise indicated.)

17. Taxation

The earnings of companies that are granted the Real Estate Investment Trust ("REIT") status is exempt from Corporate Tax and provisional corporate tax as per the article 5, section 1, paragraph d/4 of the Corporate Tax Law nr 5520. On the other hand, as per the article 15, paragraph 3 of the Corporate Tax Law, the percentage of the income tax withholding required to be made over the earnings of these partnerships that are subject to exemption is currently zero in accordance with the Ministerial Council Decision nr 2010/14594 (nr 2003/6577 for 2008).

Deferred tax is calculated using the liability method, based on temporary differences between the recorded values and tax basis of assets and liabilities in the financial statements prepared in accordance with TAS. During this calculation, effective tax rate of the balance sheet date are used. Since the Company is exempt from corporate tax in accordance with the current tax legislation after the approval of the CMB for its transformation into a real estate investment corporation, no deferred tax assets or liabilities have been recognized over temporary and taxable differences.

Subsidiaries in Germany and Spain deferred tax assets and liabilities based upon the temporary differences arising between its taxable statutory financial statements and its financial statements prepared in accordance with the TFRS. These differences consist of fair value differences related to investment properties. As of March 31, 2024, deferred tax asset is 11.307.492 Turkish liras (December 31, 2023: 10.581.317 Turkish liras) and deferred tax liability is 207.443.578 Turkish liras (December 31, 2023: 220.362.452 Turkish liras).

18. Related parties

a) Short-term trade receivables

The details of short-term trade receivables from related parties as of March 31, 2024 and December 31, 2023 are as follows:

March 31, 2024 December 31, 2023
Peker Holding GMBH (*) 158.072.672 170.024.488
Peker Port GMBH 186.366 133.807
Pollux Construction GmbH 186.366 133.807
PekFor 95 GMBH 186.366 133.807
Peker Investment GMBH 186.366 133.807
Total 158.818.136 170.559.716

(*) As of March 31, 2024, 146,582,550 Turkish lira of short-term trade receivables from Peker Holding GMBH consists of the sale of 9% of the shares of Nordstern Dusseldorf GMBH, operating in Germany, to Peker Holding GMBH on December 28, 2023.

b) Short-term other receivables

The details of short-term other receivables from related parties as of March 31, 2024 and December 31, 2023 are as follows:

March 31, 2024 December 31, 2023
Hasan Peker
Peker Holding GMBH
Peker Investment GMBH
3.305.782
175.288
17.368
3.447.766
188.779
30.985
Total 3.498.438 3.667.530

Notes to the Condensed Consolidated Financial Statements

As of and for the Period Ended March 31, 2024 and 2023

(Amounts expressed in Turkish lira ("TL") in terms of purchasing power of the TL at March 31, 2024 unless otherwise indicated.)

18. Related parties (cont'd)

c) Short-term prepaid expenses

The details of short-term prepaid expenses to related parties as of March 31, 2024 and December 31, 2023 are as follows:

March 31, 2024 December 31, 2023
Marbella Lifestyle Investment SL (*)
Pollux Construction GMBH
312.879.463
115.387.026
312.879.463
101.779.207
Total 428.266.489 414.658.670

(*) The Company signed a real estate purchase agreement amounting to 8.900.000 euros with its related party, Marbella Lifestyle Investments SL, regarding the purchase of a villa with 16 rooms and a total construction area of 1,992 m2 on a 7,100 m2 land in Malaga, Spain. Pursuant to the aforesaid agreement, the title deed will be transferred after the permissions for the construction of 4 additional villas on the land area excluding the existing villa are obtained. Within the scope of the relevant agreement, an advance of 8.500.000 euros was paid to the seller.

d) Long-term prepaid expenses

The details of long-term prepaid expenses to related parties as of March 31, 2024 and December 31, 2023 are as follows:

March 31, 2024 December 31, 2023
Marbella Lifestyle Investment SL 13.920.920 14.992.334
Total 13.920.920 14.992.334

e) Short-term trade payables

The details of short-term trade payables to related parties as of March 31, 2024 and December 31, 2023 are as follows:

March 31, 2024 December 31, 2023
Peker Management GMBH 1.275.501 1.105.454
Total 1.275.501 1.105.454

f) Short-term other payables

The details of short-term other payables to related parties as of March 31, 2024 and December 31, 2023 are as follows:

March 31, 2024 December 31, 2023
Peker Holding A.Ş. 5.043.250 1.877.419
Total 5.043.250 1.877.419

Notes to the Condensed Consolidated Financial Statements

As of and for the Period Ended March 31, 2024 and 2023

(Amounts expressed in Turkish lira ("TL") in terms of purchasing power of the TL at March 31, 2024 unless otherwise indicated.)

18. Related parties (cont'd)

g) Long-term other payables

The details of long-term other payables to related parties as of March 31, 2024 and December 31, 2023 are as follows:

March 31, 2024 December 31, 2023
Peker Holding Ltd. 1.239.723 1.335.138
Total 1.239.723 1.335.138

h) Benefits of the key management

The key management of the Group consists of the Board of Directors, General Manager and Directors. For the period ended March 31, 2024, the total compensation consisting of short term benefits such as salaries and rental of car. For the periods ended March, 2024 and 2023, benefits of the key management amounting to 5.409.475 Turkish liras and 6.083.540 Turkish liras.

19. Sales and cost of sales

For the periods ended March 31, 2024 and 2023, the details of sales and cost of sales are as follows:

January 1 - January 1 -
March 31, 2024 March 31, 2023
Export sales (*) - 71.564.557
Rent income 29.120.235 1.463.084
Net sales 29.120.235 73.027.641
Cost of export sales (-) (Note 12) - (67.800.413)
Other (-) (23.766) (126.148)
Cost of sales (-) (23.766) (67.926.561)
Gross profit 29.096.469 5.101.080

(*) For the period ended March 31, 2023, export sales consist of the sales of investment properties numbered 18 and 19 in the Urbanization Oasis Club project in Malaga Marbella, Spain.

Notes to the Condensed Consolidated Financial Statements

As of and for the Period Ended March 31, 2024 and 2023

(Amounts expressed in Turkish lira ("TL") in terms of purchasing power of the TL at March 31, 2024 unless otherwise indicated.)

20. General administrative expenses

For the periods ended March 31, 2024 and 2023, the details of general administrative expenses are as follows:

January 1 - January 1 -
March 31, 2024 March 31, 2023
Personnel expenses 10.440.937 13.507.718
Consultancy expenses 4.344.246 8.602.643
Amortization and depreciation expenses (Note 13) 3.983.532 2.935.725
Rent expenses 3.783.338 3.116.650
Insurance expenses 1.634.366 3.294.350
Taxes, duties and other charges 1.098.241 2.206.091
Travel expenses 935.678 832.694
Maintenance and repair expenses 544.392 501.883
Outsourced benefits and services (*) 298.368 1.231.367
Travel and accommodation expenses 194.007 2.564.112
Donations and grants (**) 24.880 5.174.302
Other (***) 3.423.576 1.604.502
Total 30.705.561 45.572.037

(*) For the period ended March 31, 2023, outsourced benefits and services mainly consist of real estate appraisal service expenses. No real estate appraisal service was received for the period ended March 31, 2024.

(**) For the period ended March 31, 2023, donations and grants mainly consist of donations made within the scope of the Kahramanmaraş-centered earthquake that occurred on February 6, 2023.

(***) For the period ended March 31, 2024, other expenses mainly consist of capital market transaction expenses.

21. Other income and expenses from operating activities

a) Other income from operating activities

For the periods ended March 31, 2024 and 2023, the details of other income from operating activities are as follows:

January 1 -
March 31, 2024
January 1 -
March 31, 2023
Foreign exchange gains
Fair value differences of investment properties (Note 12)
Taxes, duties and other charges refunds
Late interest income ()
Other (
*)
145.270.511
85.851.212
3.097.422
-
42.626
79.140.302
10.611.417
-
8.503.809
1.988.338
Total 234.261.771 100.243.866

(*) For the period ended March 31, 2023, late interest income consists of interest income related to trade receivables from UK Imperial Investment Ltd.

(**) For the period ended March 31, 2023, other expenses mainly consist of income arising from commercial debts that will not be paid.

Notes to the Condensed Consolidated Financial Statements

As of and for the Period Ended March 31, 2024 and 2023

(Amounts expressed in Turkish lira ("TL") in terms of purchasing power of the TL at March 31, 2024 unless otherwise indicated.)

21. Other income and expenses from operating activities (cont'd)

b) Other expenses from operating activities

For the periods ended March 31, 2024 and 2023, the details of other expenses from operating activities are as follows:

January 1 -
March 31, 2024
January 1 -
March 31, 2023
Foreign exchange loss
Fair value differences of investment properties (Note 12)
Taxes, duties and other charges
Other
59.079.300
13.592.098
1.420.395
82.571
27.138.337
20.876.193
68.804
358.385
Total 74.174.364 48.441.719

22. Income and expenses from investing activities

a) Income from investing activities

For the periods ended March 31, 2024 and 2023, the details of income from investing activities are as follows:

January 1 -
March 31, 2024
January 1 -
March 31, 2023
Profit from sales of stocks (Note 5a)
Interest income from funds
Fair value gain of stocks (Note 5a)
3.264.015
57.801
17.250
-
-
-
Total 3.339.066 -

b) Expense from investing activities

For the periods ended March 31, 2024 and 2023, the details of expense from investing activities are as follows:

January 1 -
March 31, 2024
January 1 -
March 31, 2023
Loss from sales of funds
Fair value loss of stocks (Note 5a)
21.458.002
9.184.500
-
-
Total 30.642.502 -

Notes to the Condensed Consolidated Financial Statements

As of and for the Period Ended March 31, 2024 and 2023

(Amounts expressed in Turkish lira ("TL") in terms of purchasing power of the TL at March 31, 2024 unless otherwise indicated.)

23. Income and expenses from financing activities

a) Income from financing activities

For the periods ended March 31, 2024 and 2023, the details of income from financing activities are as follows:

January 1 -
March 31, 2024
January 1 -
March 31, 2023
Interest income from time deposits
Late interest income (*)
Interest income from group companies
Other
912.792
-
-
-
30.444
510.583
38.769
340
Total 912.792 580.136

(*) For the period ended March 31, 2023, late interest income consists of maturity difference income calculated in line with the contract for the receivables related to the sale of investment real estate located in Gravesend, England.

b) Expense from financing activities

For the periods ended March 31, 2024 and 2023, the details of expense from financing activities are as follows:

January 1 - January 1 -
March 31, 2024 March 31, 2023
Interest and comission expenses related to loans 36.854.053 7.414.889
Late interest expenses 23.997.012 12.079.495
Interest and comission expenses related to lease liabilities 9.586.271 -
Interest expenses related to commerical papers 8.082.285 -
Taxes, duties and other charges 204.418 8.149.344
Interest expenses related to retirement payment liability 23.255 59.127
Other 508.857 1.265.814
Total 79.256.151 28.968.669

Notes to the Condensed Consolidated Financial Statements

As of and for the Period Ended March 31, 2024 and 2023

(Amounts expressed in Turkish lira ("TL") in terms of purchasing power of the TL at March 31, 2024 unless otherwise indicated.)

24. Nature and level of risks arising from financial instruments

The primary financial instruments of the Group consist of bank loans, cash and short-term deposits. The main objective of the related financial instruments is to finance the Group's business activities. The Group also has other financial instruments such as trade receivables and trade payables arising directly from its operating activities.

a) Capital risk management

The Group manages its capital through the optimization of the debt and the equity balance that minimizes the financial risk.

Through the forecasts regularly prepared by the Group, the future capital amount, debt to equity ratio and similar ratios are forecasted and required precautions are taken to strengthen the capital.

The capital structure of the Group consists of debt which includes the financial liabilities disclosed in Note 45 cash and cash equivalents and equity attributable to equity holders of the parent company, comprising issued capital, reserves and retained earnings as disclosed in Note 15.

As of reporting date the net financial debt/ equity ratio is as follows:

March 31, 2024 December 31, 2023
Financial liabilities 2.586.759.446 2.505.701.901
Less: Cash and cash equivalents (87.149.848) (66.313.516)
Net financial debt 2.499.609.598 2.439.388.385
Total equity 3.216.537.196 3.597.108.026
Net financial debt/ Total equity ratio 77,71% 67,82%

b) Financial risk factors

The Group's activities expose it to a variety of financial risks: foreign exchange risk, credit risk and liquidity risk. Group Management and Board of Directors examines and approves the policies on the management of risks stated below. In addition, the Group also considers the market risk of all of its financial instruments.

Notes to the Condensed Consolidated Financial Statements

As of and for the Period Ended March 31, 2024 and 2023

(Amounts expressed in Turkish lira ("TL") in terms of purchasing power of the TL at March 31, 2024 unless otherwise indicated.)

24. Nature and level of risks arising from financial instruments (cont'd)

b) Financial risk factors (cont'd)

b.1) Credit risk management

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral where appropriate, as a means of mitigating the risk of financial loss from defaults.

Credit risk of receivables is managed by securing receivables with collaterals covering receivables at the highest possible proportion. Methods used are bank guarantees, mortgages and cheques-notes negotiated.

In credit risk control, for the customers which are not secured with collaterals, the credit quality of the customer is assessed by taking into account its financial position, past experience and other factors. Individual risk limits are set in accordance and the utilization of credit limits is regularly monitored.

Current period Receivables
March 31, 2024 Trade
receivables
Other
receivables
Bank
deposits
Other
Maximum net credit
risk as of balance sheet date (A+B+C+D+E) (*)
913.970.753 15.700.373 87.149.328 119.062.868
-
The part of maximum risk under guarantee with collateral
- - - -
A. Net book value of financial assets that are neither overdue nor impaired 913.970.753 15.700.373 87.149.328 119.062.868
B. Net book value of financial assets that are renegotiated - - - -
C. Net book value of financial assets that are overdue but not impaired - - - -
-
The part of maximum risk under guarantee with collateral
- - - -
D. Net book value of impaired asset - - - -
-
Overdue (gross net book value)
- - - -
-
Impairment (-)
- - - -
-
The part of net value under guarantee with collateral etc
- - - -
-
Undue (gross net book value)
- - - -
-
Impairment (-)
- - - -
-
The part of net value under guarantee with collateral etc.
- - - -
E. Credit risk off the statement of
financial position
- - - -

(*) The factors that increase the credit reliability, such as guarantee received are not considered in the determination of the balance.

Notes to the Condensed Consolidated Financial Statements

As of and for the Period Ended March 31, 2024 and 2023

(Amounts expressed in Turkish lira ("TL") in terms of purchasing power of the TL at March 31, 2024 unless otherwise indicated.)

24. Nature and level of risks arising from financial instruments (cont'd)

b) Financial risk factors (cont'd)

b.1) Credit risk management (cont'd)

Prior period Receivables
Trade Other
December 31, 2023 receivables receivables Bank deposits Other
Maximum net credit risk as of balance sheet date (A+B+C+D+E) (*) 982.890.490 9.086.840 66.312.918 107.158.779
-
The part of maximum risk under guarantee with collateral
- - - -
A. Net book value of financial assets that are neither overdue nor impaired 982.890.490 9.086.840 66.312.918 107.158.779
B. Net book value of financial assets that are renegotiated - - - -
C. Net book value of financial assets that are overdue but not impaired - - - -
-
The part of maximum risk under guarantee with collateral
- - - -
D. Net book value of impaired asset - - - -
-
Overdue (gross net book value)
- - - -
-
Impairment (-)
- - - -
-
The part of net value under guarantee with collateral etc
- - - -
-
Undue (gross net book value)
- - - -
-
Impairment (-)
- - - -
-
The part of net value under guarantee with collateral etc.
- - - -
E. Credit Risk off the Statement of Financial Position - - - -

(*) The factors that increase the credit reliability, such as guarantee received are not considered in the determination of the balance.

There is no additional impairment in the financial assets except for the provisions in the consolidated financial statements.

Notes to the Condensed Consolidated Financial Statements

As of and for the Period Ended March 31, 2024 and 2023

(Amounts expressed in Turkish lira ("TL") in terms of purchasing power of the TL at March 31, 2024 unless otherwise indicated.)

24. Nature and level of risks arising from financial instruments (cont'd)

b) Financial risk factors (cont'd)

b.2) Liquidity risk management

Non derivative financial

Liquidity risk is the risk of the Group not meeting its net funding requirements. The following tables detail the Group's remaining contractual maturity for its non-derivative financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The table includes both interest and principal cash flows.

The Group management eliminates of the liquidity risk with the principle of managing the balance sheet in accordance with the expected cash flow by keeping sufficient cash and cash equivalents for daily transactions and ensuring the availability of high quality credit providers. The Group management also tries to adjust the maturity structures of the financial debts used for construction costs and investment property development according to the cash flow of the incomes to be obtained from these real estates as much as possible.

As of March 31, 2024 and December 31, 2023, the maturity analysis of the financial liabilities is as follows:

Contractual maturity analysis
March 31, 2024
Carrying
value
Total cash outflow
according to
contract (I+II+III)
Less than 3
months (I)
3-12
months (II)
1-5
years (III)
Non derivative financial
liabilities
Bank loans 2.435.440.579 2.507.261.515 90.215.958 163.351.947 2.253.693.610
Commercial paper 108.029.881 120.125.000 120.125.000 - -
Lease liabilities 43.288.986 64.976.358 10.259.425 30.778.275 23.938.658
Trade payables 114.762.416 19.637.941 19.637.941
Other payables 67.530.129 67.530.129 61.247.156 5.043.250 1.239.723
Total liabilities 2.769.051.991 2.779.530.943 281.847.539 218.811.413 2.278.871.991
Contractual maturity analysis
December 31, 2023
Carrying value Total cash outflow
according to
contract (I+II+III)
Less than 3
months (I)
3-12
months (II)
1-5
years (III)
liabilities
Bank loans 2.451.369.105 2.475.998.679 25.418.760 139.785.623 2.310.794.296
Lease liabilities 54.332.796 86.569.308 11.804.906 35.414.717 39.349.685
Trade payables 138.889.841 138.889.841 116.655.828 22.234.013 -
Other payables 38.739.125 38.739.125 35.526.568 1.877.419 1.335.138
Total liabilities 2.683.330.867 2.740.196.953 189.406.062 199.311.772 2.351.479.119

Notes to the Condensed Consolidated Financial Statements

As of and for the Period Ended March 31, 2024 and 2023

(Amounts expressed in Turkish lira ("TL") in terms of purchasing power of the TL at March 31, 2024 unless otherwise indicated.)

24. Nature and level of risks arising from financial instruments (cont'd)

b) Financial risk factors (cont'd)

b.3) Interest rate risk

Changes in interest rates create significant risks over financial results with due to the impact on interest sensitive assets and liabilities. These exposures are managed by establishing a fixed-floating balance in the consolidated financial statements and balancing interest rate sensitive assets and maturity with inter balance sheet items.

As of March 31, 2024 and December 31, 2023, interest rate table of financial instruments is as follow:

March 31, 2024 December 31, 2023
Fixed interest rate financial assets
Time deposits (Note 4)
128.229 259.107
Fixed interest rate financial liabilities
Bank loans (Note 6)
2.290.035.132 2.330.806.570
Floating interest rate financial liabilities
Bank loans (Note 6)
145.405.447 120.562.535

The Group's floating rate bank loans are exposed to interest rate risk depending on interest rate changes. Interest rates of floating interest rate bank loans as of March 31, 2024 and December 31, 2023 are presented in Note 6.

b.4) Foreign currency risk

The Group is exposed to foreign exchange risk arising from foreign currency transactions.

As of March 31, 2024 and December 31, 2023, details of foreign currency positions of assets and liabilities of the Group are as follows:

Current period
March 31, 2024
Foreign exchange position TL equivalent USD EUR GBP
1. Monetary financial assets 16.706.591 254.726 236.088 6.547
2. Trade receivables 895.119.374 - 24.500.000 1.044.177
3. Other receivables 43.594 - - 1.072
4. Current assets (1+2+3) 911.869.559 254.726 24.736.088 1.051.796
5. Other receivables 1.340.574.003 - 38.519.696 -
6. Non-current assets (5) 1.340.574.003 - 38.519.696 -
7. Total assets (4+6) 2.252.443.562 254.726 63.255.784 1.051.796
8. Trade payables (457.600) - (16.085) 2.513
9. Other payables (862.378.581) - (24.779.356) -
10. Current liabilities (8+9) (862.836.181) - (24.795.441) 2.513
11. Total liabilities (10) (862.836.181) - (24.795.441) 2.513
12. Net foreign currency (liability)/ asset
(7+11) 1.389.607.381 254.726 38.460.343 1.054.309

Notes to the Condensed Consolidated Financial Statements

As of and for the Period Ended March 31, 2024 and 2023

(Amounts expressed in Turkish lira ("TL") in terms of purchasing power of the TL at March 31, 2024 unless otherwise indicated.)

24. Nature and level of risks arising from financial instruments (cont'd)

b) Financial risk factors (cont'd)

b.4) Foreign currency risk (cont'd)

Prior period
December 31, 2023
Foreign exchange position TL equivalent USD EUR GBP
1. Monetary financial assets 1.259.498 5.503 16.197 10.816
2. Trade receivables 963.265.606 - 24.500.000 1.044.177
3. Other receivables 79.536 - - 1.846
4. Current assets (1+2+3) 964.604.640 5.503 24.516.197 1.056.839
5. Other receivables 1.369.021.063 - 36.525.896 -
6. Non-current assets (5) 1.369.021.063 - 36.525.896 -
7. Total assets (4+6) 2.333.625.703 5.503 61.042.093 1.056.839
8. Trade payables (122.489) - (9.498) 5.420
9. Other payables (930.061.670) - (24.814.326) -
10. Current liabilities (8+9) (930.184.159) - (24.823.824) 5.420
11. Total liabilities (10) (930.184.159) - (24.823.824) 5.420
12. Net foreign currency (liability)/ asset
(7+11)
1.403.441.544 5.503 36.218.269 1.062.259

Foreign currency sensitivity

The Group is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the US dollar, EUR and GBP.

In foreign currency sensitivity analysis gain/ loss section as of March 31, 2024 and December 31, 2023, the exposure of the 10% loss/ gain of Turkis lira against foreign currencies on the comprehensive financial income statement is disclosed. During the foreign currency sensitivity analysis, all variables, especially interest rates are assumed to be fixed.

Foreign currency sensitivity table
Current period March 31, 2024
Profit/ (loss)
Appreciation of Depreciation of
foreign currency foreign currency
US dollar against Turkish lira by 10%
1- US dollar denominated net assets/ (liabilities) 822.393 (822.393)
2- Hedged amount against US dollar risk (-) - -
3- Net effect of USD (1+2) 822.393
(822.393)
EUR against Turkish lira by 10%
4- EUR denominated net assets/ (liabilities) 133.850.840 (133.850.840)
5- Hedged amount against EUR risk (-) - -
6- Net effect of EUR (4+5) 133.850.840 (133.850.840)
GBP against Turkish lira by 10%
7- GBP denominated net assets/ (liabilities) 4.287.505 (4.287.505)
8- Hedged amount against GBP risk (-) - -
9- Net effect of GBP (7+8) 4.287.505 (4.287.505)
Total (3+6+9) 138.960.738 (138.960.738)

Notes to the Condensed Consolidated Financial Statements

As of and for the Period Ended March 31, 2024 and 2023

(Amounts expressed in Turkish lira ("TL") in terms of purchasing power of the TL at March 31, 2024 unless otherwise indicated.)

24. Nature and level of risks arising from financial instruments (cont'd)

b) Financial risk factors (cont'd)

b.4) Foreign currency risk (cont'd)

Foreign currency sensitivity (cont'd)

Foreign currency sensitivity table
Prior period December 31, 2023
Profit/ (loss)
Appreciation of Depreciation of
foreign currency foreign currency
US dollar against Turkish lira by 10%
1- US dollar denominated net assets/ (liabilities) 18.640 (18.640)
2- Hedged amount against US dollar risk (-) - -
3- Net effect of USD (1+2) 18.640 (18.640)
EUR against Turkish lira by 10%
4- EUR denominated net assets/ (liabilities) 135.749.098 (135.749.098)
5- Hedged amount against EUR risk (-) - -
6- Net effect of EUR (4+5) 135.749.098 (135.749.098)
GBP against Turkish lira by 10%
7- GBP denominated net assets/ (liabilities) 4.576.416 (4.576.416)
8- Hedged amount against GBP risk (-) - -
9- Net effect of GBP (7+8) 4.576.416 (4.576.416)
Total (3+6+9) 140.344.154 (140.344.154)

25. Subsequent events

Based on the transactions completed as of March 31, 2024, within the framework of the program initiated by the Company to buy back 25.000.000 shares with a nominal value of 25.000.000 Turkish liras between March 12, 2024 and March 11, 2025, in accordance with the decision of the board of directors dated March 12, 2024, the Company It purchased a total of 3.508.691 shares, corresponding to 0.52% of its capital, by paying a total price of 72.133.458 Turkish liras, including transaction costs (Note 15b). The exchange of 200.000 shares with a nominal value of 200.000 Turkish liras, purchased on March 28, 2024 for an amount of 2.060.000 Turkish liras, excluding transaction costs, has not yet been completed as of March 31, 2024. After the balance sheet date, 19.741.309 shares and 19.741.309 shares with a nominal value of 19.741.309 Turkish liras were purchased by paying 164.971.382 Turkish liras, excluding transaction costs.

In addition, on June 11, 2024, the Company issued a commercial paper with the ISIN code TRFPEGY92414, an annual compound interest rate of 72.06%, a nominal amount of 200.199.655 Turkish liras, a maturity date of September 30, 2024, and a coupon-free commercial paper to qualified investors.

On June 13, 2024, the Company sold its shares with a nominal amount of 33.000.000 TL to Hedef Portföy Yönetimi A.Ş. at a price of 7,40 TL. With this transaction, Hasan Peker's shares in the Company's capital reached the limit of 34,24% as of June 13, 2024.

73 independent sections which are in the Tenet Topkapı Prime Project located in Istanbul province, Zeytinburnu district, Merkez Efendi District, island 3326, parcel 11 was valued as 792.200.000 TL, excluding VAT, with the report of Net Kurumsal Gayrimenkul Değerleme ve Danışmanlık A.Ş. dated June 6, 2024. The Company signed a real estate sales promise agreement with Tenet İnşaat ve Sanayi Ticaret A.Ş. on June 11, 2024 to purchase the mentioned real estate on a "turnkey" basis for 832.134.745 Turkish liras excluding VAT.

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