Management Reports • Jun 21, 2024
Management Reports
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TÜMOSAN MOTOR VE TRAKTÖR SANAYİ A.Ş. CONSOLIDATED ANNUAL REPORT OF THE BOARD OF DIRECTORS FOR THE ACCOUNTING PERIOD JANUARY 1 - MARCH 31, 2024
PERIOD JANUARY 1 - MARCH 31, 2024
This report covers the working period of 1 January 2024 - 31 March 2024.
TÜMOSAN MOTOR VE TRAKTÖR SANAYİ A.Ş. / 505991/ 0050 0361 6010 0013
Büyükkayacık Mahallesi Aksaray Çevre Yolu Caddesi No: 7/1 Selçuklu-Konya - TURKEY
Phone number: (332) 239 05 40 (Ext. 10)
Fax : (332) 239 11 88
Maltepe Mahallesi Londra Asfaltı Caddesi No: 28/1 Topkapı, 34010, Zeytinburnu / Istanbul
Phone number: (212) 468 19 00 Pbx
Fax : (212) 465 28 91
Maltepe Mahallesi Londra Asfaltı Caddesi No: 28/1 Topkapı, 34010, Zeytinburnu / Istanbul
Phone number: (212) 468 19 00 Pbx
Fax : (212) 465 28 91
Web
| Name-Surname | Position/Title | Office Period | Independent Member of the Board of Directors or Not |
Committees and Duties |
|---|---|---|---|---|
| Ahmet ALBAYRAK |
Chairperson of the Board of Directors |
3 years from 01.09.2022 |
Not Independent Member |
|
| Nuri ALBAYRAK | Vice Chairperson of the Board of Directors |
3 years from 01.09.2022 |
Not Independent Member |
|
| Muzaffer ALBAYRAK |
Member of the Board of Directors |
3 years from 01.09.2022 |
Not Independent Member |
|
| Mesut Muhammet ALBAYRAK |
Member of the Board of Directors |
3 years from 01.09.2022 |
Not Independent Member |
Corporate Governance Committee - Early Detection of Risk Committee |
| Aygün KARAKAŞ | Member of the Board of Directors |
3 years from 28.11.2023 |
Independent Member |
Audit Committee |
| İsmail YÜKSEK | Member of the Board of Directors |
3 years from 01.09.2022 |
Independent Member |
Corporate Governance Committee - Early Detection of Risk Committee – Audit Committee |
They are obliged to fulfill the duties written in the Turkish Commercial Code and the articles of association.
The term of office of the Board of Directors is determined as 3 years in the articles of association. At the end of this period, it is possible to re-elect members whose duties have expired. In the event that a membership becomes vacant for any reason, the Board of Directors temporarily elects a person who meets the legal conditions specified in the Turkish Commercial Code and Capital Markets legislation as a member to this position and submits it to the approval of the first General Assembly to be held. Thus, the elected member completes the ex-member's term.
The number and qualifications of the independent members who will take office in the Board of Directors are determined according to the regulations of the Capital Markets Board regarding corporate governance. According to corporate governance principles, there must be at least 2 independent members on the board of directors. Members of the Board of Directors can take office as Members of the Board of Directors in other companies, including companies with similar fields of activity, provided that permission is granted in the General Assembly, and there is no other special regulation or limitation in this regard.
Ahmet Albayrak was born in the district of Of, Trabzon in 1954 and successfully completed his primary and secondary education in Trabzon and his high school education in Istanbul. Ahmet Albayrak successfully completed many construction investments in both public and private sector projects. In the early 1990s, Ahmet Albayrak became a businessman in Turkey for the first time in sectors such as municipal solid waste collection, water-electricity-gas meter reading, fleet vehicle rental to public institutions. Ahmet Albayrak, who stepped into the industrial sector in the mid-1990s, entered the privatization tenders of some industrial facilities that were on the verge of closure. Accordingly, Albayrak Holding, which bought Konya Ereğli Sümerbank textile in 1997, Trabzon Port operation in 2003, and Konya Tümosan Tractor and Diesel Engine factories in 2004, modernized all three companies and successfully brought them into the Turkish industry as a producer company. Ahmet Albayrak has been continuing important investment projects by being awarded some public tenders at international standards in Lahore, the Capital of Pakistan's Punjab Province, since 2011. Albayrak Holding, which has been recently awarded the Lahore Metrobus operation tender, has been providing quality and economical transportation services with 100 luxury buses since March 2013.
PERIOD JANUARY 1 - MARCH 31, 2024
Nuri Albayrak was born on 14 December 1959 in the district of Of, Trabzon. He graduated from Istanbul Religious Vocational High School in 1978. He still serves as the Vice Chairperson of the Board of Directors in Albayrak Holding A.Ş., a continuously growing group in business life since 1952. Apart from his mother tongue Turkish, he speaks Arabic as a foreign language at the basic proficiency level. Albayrak Holding, by adding new investments in a 60-year period to its investments that started in the construction sector in 1952, today operates in 6 different sectors, including construction, industry, logistics, service, energy, tourism and media, with more than 20 companies. Albayrak Holding employs a total of more than 10,000 people with its investments in Turkey, Pakistan, and Iraq. It also represents Albayrak Holding in MUSIAD Businessmen's Association in the business world.
Muzaffer Albayrak was born in 1966 in Trabzon's Of district. He graduated from Istanbul Religious Vocational High School in 1984. Muzaffer Albayrak, who started his business life in Albayrak Holding, a group that has been growing continuously since 1952, is still a member of the Board of Directors of Albayrak Holding A.Ş. Apart from his mother tongue Turkish, he speaks English as a foreign language at the basic proficiency level. Albayrak Holding, by adding new investments in a 65-year period to its investments that started in the construction sector in 1952, today operates in 6 different sectors, including construction, industry, logistics, service, energy, tourism and media, with more than 20 companies. Albayrak Holding employs a total of more than 10,000 people with its investments in Turkey, Pakistan, and Somalia.
Mesut Muhammet Albayrak, born in 1981, graduated from the Faculty of Economics and Administrative Sciences, Department of Business Administration. He started his career in 2000 with Albil, the technology company he founded within the Albayrak Group. In the following years, he also managed the Human Resources and Corporate Communications units within the Albayrak Group. In 2005, he assumed duties within the Albayrak Group as a Member of the Executive Board responsible for Information Technologies, Human Resources and Corporate Communications. In 2008, he took part in the establishment of the Albayrak Foundation together with the late Hacı Ahmet Albayrak, the founder of Albayrak Group. In addition to being a member of the Board of Trustees and Board of Directors of Albayrak Foundation, he is also a
founding Member of the Board of Trustees of the Selçuklu Individuals with Autism Education Foundation, SOBE in short. He has been a Member of the Executive Board of Albayrak Holding since 2007 and Albayrak Yayın Holding since 2008.
Aygün Karakaş, born in 1960 in the Çaykara district of Trabzon, completed his primary and secondary education in Istanbul. After graduating from Boğaziçi University's Electronics Department, he continued his higher education in the United States at Wright State University in Ohio, where he pursued a Master's degree in Systems Engineering. Following this, he completed two separate Master's degrees in Social and Applied Economics and International Business at the same university. He worked as a Teaching and Research Assistant at Wright State University for three years. Upon returning to Turkey, Karakaş entered the business world and currently serves as the Chairman of the Board of Directors for four companies operating in the Energy, Health, and Construction sectors. Additionally, since 2020, he has held the position of Consul General of the Republic of Gambia in Istanbul. Apart from his professional endeavors, Karakaş holds active roles in various foundations, associations, and professional organizations. Some of the positions he currently holds include Membership of the Board of Trustees of the Boğaziçi University Alumni Association (BURA), Membership of the Assembly of the Karadeniz Foundation, and Membership of the Board of Trustees of the Çaykara and Dernekpazarı Foundation. Among his past roles are Membership of the Istanbul Chamber of Commerce Assembly, Coordination of the Mediterranean Chambers of Commerce and Industry Union (ASCAME), Membership of the Independent Industrialists' and Businessmen's Association (MÜSİAD), Membership of the Istanbul World Trade Center Board of Directors, Vice Presidency of the Turkish-Bahrain Business Council of the Foreign Economic Relations Board (DEİK), Presidency of the Turkish-Gambia Business Council, Membership of the Board of Directors of the North Star Health Volunteers Association, Vice Chairmanship of the Istanbul Provincial General Assembly Planning and Budget Commission, and Vice Chairmanship of the Culture and Social Services Commission. Karakaş is married and has two children.
Born in 1963 in Trabzon, Çaykara Maraşlı Village, İsmail Yüksek graduated from Maraşlı Village Primary School in 1974, Beykoz Ziya Ünsal Secondary School in 1977, and Paşabahçe Ferit İnal High School in 1980. İsmail Yüksek, who completed his undergraduate education at Yıldız Technical University in 1984, received his Master's degree in 1987 and PhD degree in 1995 from
the same university. İsmail Yüksek, who worked as a research assistant between 1986-1994 at Yıldız Technical University, as a lecturer in 1995-1996, as Assistant Professor between 1999-2005, and as Associate Professor between 2005, continued his duty as Professor at the same university from 2016 to 1994-1995. İsmail Yüksek, who worked on a research project on vehicle vibrations at Milan Polytechnic with the scholarship given by the Italian Government in 1999-2000, did postdoctoral studies at JST Mechanical Engineering Laboratory with the Japanese Ministry of Industry scholarship between 1996-1999. İsmail Yüksek, who teaches undergraduate courses titled Machine Dynamics I, Machine Dynamics II, Automatic Control, Computer Aided Drawing and Basic Computer Technologies and Usage, graduate courses titled Vibration Isolation, System Dynamics and Control and Active Control of Vehicle Vibrations, has many national and international studies. He has international publications. İsmail Yüksek, who did his military service as a Control Engineer at the Ministry of National Defense, Construction Real Estate Department between 1987-1988, served as the Consultant of the Istanbul Chamber of Industry between 1999-2018, and the Vice-President of the Turkish Engineers Union between 1999-2006.
İsmail Yüksek's administrative duties include Head of Mechatronics Engineering Department (2007), Head of Machine Theory, System Dynamics and Control Department (2006-2007), Member of Faculty Board (2007), Deputy Dean of Faculty of Mechanical Engineering (2003 - 2005), Department of Mechanical Engineering Vice President (2003- 2004), Mechanical Faculty Board Member (2004- 2006), Mechanical Faculty Faculty Board Member (2004 -2006), KOSGEB Consultancy (2004 -2008), TÜBİTAK-MAKITEG Field Committee Member (2008-2010) and TÜBİTAK-MAKITEG referee (2005-2008). Yüksek served as a member of TÜBİTAK Scientific Board between September 12, 2011 and 2014 and as a Member of TÜBİTAK MAM Board of Directors between 2013 and 2016.
Prof. Dr. İsmail Yüksek served as the Rector of Yıldız Technical University between August 2008 - 2016. He was appointed as the advisor to Faruk Özlü, the Minister of Science, Industry and Technology, upon the expiration of his term as the Rector. On 22 December 2016, President Recep Tayyip Erdoğan appointed Prof. İsmail Yüksek as the Rector of Antalya Bilim University. He still serves as the Rector of this university. İsmail Yüksek speaks English, is married and has three children.
Since I was elected as an independent member of the board of directors of Tümosan Motor ve Traktör Sanayi Anonim Şirketi (Company), I declare that I meet all of the following "independent member" criteria set in clause 4.3.6 of the Corporate Governance Communiqué numbered II-17.1 of the Capital Market Board.
1) There has been no employment relation at manager level to undertake significant roles and responsibilities, more than 5 percent of capital or voting rights or privileged shares has not been collectively or individually acquired or no material commercial relationship has been established during the last five years between the Company, partnerships in which the Company has management control or material effect, shareholders having management control on the Company or having material effect on the Company, legal persons in which such shareholders have management control, and me, my spouse and my second degree relatives by blood and marriage.
2) During the last five years, I have not taken office as a shareholder (5 percent and above), employee in capacity of manager to undertake significant roles and responsibilities or member of the board of directors in the companies from/to which the Company has considerably purchased/sold service or product, within framework of the agreements concluded including notably the Company's audit (including tax audit, legal audit, internal audit), rating and consultancy, for the period during which such service or product purchase or sales transactions have been performed.
3) I have the professional education, knowledge, and experience to carry out properly the duties that I shall undertake as an independent member of the board of directors.
4) I will not work as a full-time employee in public institutes and institutions, except for being a faculty member at a university and provided that it is consistent with the legislation, after being elected as a member.
5) I am considered a resident of Turkey pursuant to the Income Tax Law dated 31/12/1960 and numbered 193.
6) I possess strong ethical standards, professional reputation, and experience to make positive contributions to the Company's activities, to preserve my impartiality in any conflict of
interest between the company and its shareholders, and to decide independently taking into account the interests of the stakeholders.
7) I will spare time for works of the Company to such extent that I can track functioning of the Company's activities and completely fulfill the requirements of the duties I assume.
8) I have not served as a board member at the Company's board of directors for more than six years in the last ten years.
9) I do not take office as an independent member of the board of directors in the Company and in more than three of the companies controlled by the shareholders having management control on the Company and, in total, in more than five of the companies being traded in the stock market.
10) I have not been registered and announced in the name of a legal entity that has been elected as a member of the board of directors.
I submit this declaration to the information of the Board of Directors, the General Assembly, our shareholders, and all stakeholders.
28/11/2023 AYGÜN KARAKAŞ
PERIOD JANUARY 1 - MARCH 31, 2024
Since I was elected as an independent member of the board of directors of Tümosan Motor ve Traktör Sanayi Anonim Şirketi (Company), I declare that I meet all of the following "independent member" criteria set in clause 4.3.6 of the Corporate Governance Communiqué numbered II-17.1 of the Capital Market Board.
1) There has been no employment relation at manager level to undertake significant roles and responsibilities, more than 5 percent of capital or voting rights or privileged shares has not been collectively or individually acquired or no material commercial relationship has been established during the last five years between the Company, partnerships in which the Company has management control or material effect, shareholders having management control on the Company or having material effect on the Company, legal persons in which such shareholders have management control, and me, my spouse and my second degree relatives by blood and marriage.
2) During the last five years, I have not taken office as a shareholder (5 percent and above), employee in capacity of manager to undertake significant roles and responsibilities or member of the board of directors in the companies from/to which the Company has considerably purchased/sold service or product, within framework of the agreements concluded including notably the Company's audit (including tax audit, legal audit, internal audit), rating and consultancy, for the period during which such service or product purchase or sales transactions have been performed.
3) I have the professional education, knowledge, and experience to carry out properly the duties that I shall undertake as an independent member of the board of directors.
4) I will not work as a full-time employee in public institutes and institutions, except for being a faculty member at a university and provided that it is consistent with the legislation, after being elected as a member.
5) I am considered a resident of Turkey pursuant to the Income Tax Law dated 31/12/1960 and numbered 193.
6) I possess strong ethical standards, professional reputation, and experience to make positive contributions to the Company's activities, to preserve my impartiality in any conflict of interest between the company and its shareholders, and to decide independently taking into account the interests of the stakeholders.
7) I will spare time for works of the Company to such extent that I can track functioning of the Company's activities and completely fulfill the requirements of the duties I assume.
8) I have not served as a board member at the Company's board of directors for more than six years in the last ten years.
9) I do not take office as an independent member of the board of directors in the Company and in more than three of the companies controlled by the shareholders having management control on the Company and, in total, in more than five of the companies being traded in the stock market.
10) I have not been registered and announced in the name of a legal entity that has been elected as a member of the board of directors.
I submit this declaration to the information of the Board of Directors, the General Assembly, our shareholders, and all stakeholders.
01/09/2022 İSMAİL YÜKSEK
PERIOD JANUARY 1 - MARCH 31, 2024
The qualifications sought in the election of a member of our company's board of directors are in line with the qualifications in our articles of association, CMB legislation and Corporate Governance Principles. During the period of 01.01.2024-31.03.2024, 3 meetings were held and the decisions were taken unanimously.
Our company has determined the Corporate Governance Committee, Audit Committee and Early Detection of Risk Committee under the board of directors in accordance with the Corporate Governance Principles, the principles of which are determined by the CMB legislation, on 10.06.2013. Due to the structure of the board of directors in the company, a separate nomination committee could not be established, and the Corporate Governance Committee assumes the duties of this committee. In accordance with the CMB's Corporate Governance Communiqué numbered II-17.1, as of 1 July 2014, the managers of the investor relations units of the companies are required to be members of the corporate governance committee at the same time. Our company has appointed the investor relations unit manager as a member of the corporate governance committee within the framework of the compliance process with corporate governance principles. Decisions taken as a result of the independent studies by the committees are presented to the Board of Directors as suggestions, and the final decision is taken by the Board of Directors. The committees of the board of directors and the members of the board of directors who took charge in these committees as of 31.03.2024 are as follows.
| Board of Directors Committee |
Member | Position / Membership and Independency Status |
|---|---|---|
| İsmail Yüksek | Committee Member / Independent Member of the Board of Directors |
|
| CORPORATE GOVERNANCE |
Mesut Muhammet Albayrak | Committee Member / Member of the Board of Directors |
| COMMITTEE | Niyazi Akkalp | Committee Member / Committee Member from outside the Board of Directors |
PERIOD JANUARY 1 - MARCH 31, 2024
| AUDIT COMMITTEE | İsmail Yüksek | Committee Member / Independent Member of the Board of Directors |
|---|---|---|
| Aygün Karakaş | Committee Member / Independent Member of the Board of Directors |
|
| EARLY DETECTION OF | İsmail Yüksek | Committee Member / Independent Member of the Board of Directors |
| RISK COMMITTEE | Mesut Muhammet Albayrak | Committee Member / Member of the Board of Directors |
The signing of a contract with Vizyon Group Independent Audit Inc. for the independent external audit of our company for the year 2024 will be proposed for voting at the upcoming general assembly meeting.
There is no change in the capital of our company. As of the latest situation, the registered capital ceiling and issued capital amounts are as follows.
| Issued Capital | TRY 115,000,000 |
|---|---|
| Registered Capital Ceiling | TRY 500,000,000 |
The shares of Tümosan Motor and Traktör Sanayi A.Ş are divided into two groups as A and B groups. In the election of the members of the board of directors, each group A share has 15 voting rights, and each group B share has 1 vote. Group A shares represent 10.43% of the capital, while Group B shares represent 89.57%.
| Share Group |
Registered/Bearer Shares |
Nominal Value of One Share (TRY) |
Number of Shares |
Total Nominal Values (TRY) |
|---|---|---|---|---|
| A | Registered Shares | 1.00 | 12,000,000.00 | 12,000,000.00 |
| B | Bearer Shares | 1.00 | 103,000,000.00 | 103,000,000.00 |
| TOTAL | 115,000,000.00 |
As of 31.03.2024, the shareholding structure constituting the capital is as follows:
| Shareholder's Trade Name/Name-Surname | Share in Capital (TRY) | Share in Capital (%) |
|---|---|---|
| EREĞLİ TEKSTİL TURİZM SAN. VE TİC. A.Ş. | 70,000,000.16 | 60.87 |
| NURİ ALBAYRAK | 2,000,000.00 | 1.74 |
| AHMET ALBAYRAK | 2,000,000.00 | 1.74 |
| KAZIM ALBAYRAK | 2,000,000.00 | 1.74 |
| MUZAFFER ALBAYRAK | 2,000,000.00 | 1.74 |
| MUSTAFA ALBAYRAK | 2,001,285.00 | 1.74 |
| BAYRAM ALBAYRAK | 2,000,000.00 | 1.74 |
| Other | 32,998,714.84 | 28.69 |
| TOTAL | 115,000,000.00 | 100.00 |
10. Information on Significant Lawsuits Filed and Continuing Against the Company and Possible Consequences
There are no lawsuits that could significantly affect the financial situation and activities of the company.
11. Information on the Conflicts of Interest Between the Company and the Institutions It Provides Services on Issues such as Investment Advisory and Rating, and the Measures Taken by the Company to Prevent These Conflicts of Interest
None.
PERIOD JANUARY 1 - MARCH 31, 2024
In the accounting period 01.01.2024 - 31.03.2024, no financial fixed assets were acquired.
13. Information on the Transactions of the Members of the Board of Directors with the Company on behalf of themselves or someone else within the framework of the permission given by the General Assembly of the Company and their Activities within the Scope of the Prohibition of Competition
During the Ordinary General Assembly Meeting held on 01/09/2022, it was unanimously decided that shareholders having the management control, Board Members, senior managers and their spouses and blood-related and marriage-related relatives up to second degree can perform the works stated in articles 395 and 396 of Turkish Commercial Code in order to make operations that can cause conflict of interest and to compete.
Provisions determined in the Labor Law are applied for company employees. As of March 31, 2024, the total number of employees is 755. (March 31, 2023: 755)
15. Information on whether the partnership has organizations other than the head office: None.
All kinds of rights, benefits and wages provided to the members of the board of directors in accordance with the articles of association of our company are determined by the general assembly. The sum of the benefits provided to the senior management for the interim accounting period ending on 31 March 2024 is TRY 2.687.003 (1 January - 31 March 2023: TRY 3.696.226).
PERIOD JANUARY 1 - MARCH 31, 2024
Board of Directors
| Name-Surname | Position/Title | Office Period | Independent Member of the Board of Directors or Not |
Committees and Duties |
|---|---|---|---|---|
| Ahmet ALBAYRAK | Chairperson of the Board of Directors |
3 years from 01.09.2022 |
Not Independent Member |
|
| Nuri ALBAYRAK | Vice Chairperson of the Board of Directors |
3 years from 01.09.2022 |
Not Independent Member |
|
| Muzaffer ALBAYRAK |
Member of the Board of Directors |
3 years from 01.09.2022 |
Not Independent Member |
|
| Mesut Muhammet ALBAYRAK |
Member of the Board of Directors |
3 years from 01.09.2022 |
Not Independent Member |
Corporate Governance Committee - Early Detection of Risk Committee |
| Aygün KARAKAŞ | Member of the Board of Directors |
3 years from 28.11.2023 |
Independent Member | Audit Committee |
| İsmail YÜKSEK | Member of the Board of Directors |
3 years from 01.09.2022 |
Independent Member | Corporate Governance Committee - Early Detection of Risk Committee - Audit Committee |
They are obliged to fulfill the duties written in the Turkish Commercial Code and the articles of association.
Our company has no personnel subject to collective agreements.
PERIOD JANUARY 1 - MARCH 31, 2024
As of the end of the period, the severance pay obligation of the company is TRY 30.126.515
Tümosan Motor and Traktör Sanayi A.Ş (formerly Alçelik Çelik Yapı İnşaat Sanayi ve Ticaret Anonim Şirketi) ("TÜMOSAN" or "Company") was established on 23.06.1976 based on the decision of the Council of Ministers dated 13.11.1975 and numbered 7/10905. It was established in Ankara to produce engine parts, powertrains and similar equipment, but later focused its activities on diesel engine and tractor production. Being one of the first diesel engine manufacturers in Turkey, Tümosan not only supplied diesel engines to tractors produced under the same brand, but also produced diesel engines for other companies producing diesel engines for many years.
The company was included in the scope and program of privatization on 18 August 1998 and the shares of the Machinery Chemistry Institute were transferred to the Privatization Administration and it was decided to complete the privatization process within a year.
4 companies participated in the Company's tender held on April 24, 2000. As the sales contract directed to the entrepreneurs determined as the buyer as a result of the tender, respectively, was not signed within the specified time, their guarantees were recorded as revenue and the tender could not be concluded positively. Continuing its activities on a limited basis after the tender, Tümosan, within the scope of the privatization works, the decision of the Privatization Administration dated 03.02.2003 and numbered 2732 regarding the merger of the Company with Sümer Holding A.Ş. with all its rights and liabilities, based on the transfer balance sheet dated 30.11.2002, was registered on 05.02.2003, and the legal entity of Tümosan Türk Motor Sanayi A.Ş was terminated as of this date. Tümosan's factory in Konya was later registered with the trade name of "Sümer Holding A.Ş Tümosan / Türk Motor Sanayii İşletmesi" in the Konya Trade Registry with the trade registration number 26788 on 20.02.2003. For the purpose of privatization, a second tender was made in 2004, and Tümosan was purchased by Alçelik Çelik Yapı İnşaat Sanayi ve Ticaret A.Ş with the sale of assets, and the transfer process was completed on July 1, 2004. Alçelik Çelik Yapı İnşaat San. ve Tic. A.Ş. was established with a capital of TRY 500,000 and the amendment of the articles of association regarding the establishment was registered on 23.09.2003. The title of Alçelik Çelik Yapı İnşaat San ve Tic A.Ş was changed to Tümosan Motor and Traktör Sanayi A.Ş. at the extraordinary general assembly meeting dated 29.12.2010, and the said change was registered on 06.01.2011.
Within the accounting period of 01.01.2024 - 31.03.2024, our Company did not acquire any of its own shares.
There is no lawsuit filed against the Group that may significantly affect the Group's financial situation and activities. There are no private or public audits carried out during the accounting period.
7. Explanations on the administrative or judicial sanctions imposed on the company and the members of the management body due to practices contrary to the provisions of the legislation:
None.
The targets set in the previous periods were achieved and the resolutions of the general assembly were implemented.
9. If an extraordinary general assembly meeting has been held during the year, information regarding the extraordinary general assembly, including the date of the meeting, the decisions taken at the meeting and the related transactions:
No Extraordinary General Assembly meeting was held on 01.01.2024 - 31.03.2024.
Between 01.01.2024 and 31.03.2024, TRY 10.874.685 donations were made to Public Benefit foundations, both in kind and in cash.
11. If it is a company affiliated to a group of companies; legal transactions made with the controlling company, with a company affiliated to the controlling company, for the benefit of the controlling company or a company affiliated to it, under the direction of the
controlling company, and all other measures taken or avoided in favor of the controlling company or a company affiliated to it in the previous operating year:
During the period of 01.01.2024 - 31.03.2024, there is no such measure taken or avoided.
12. If it is a company affiliated to a group of companies, according to the circumstances and conditions known to them at the time the legal action mentioned in sub-paragraph (i) is taken or the measure is taken or avoided, whether an appropriate counter-action is provided in each legal action and whether the measure taken or avoided has caused a loss to the company, if the company has suffered a loss, whether it has been compensated:
During the period of 01.01.2024 - 31.03.2024, there was no measure taken or avoided in a way that would harm the company.
• In order to meet the increasing needs of the growing tractor market, it is aimed to switch the sales and after-sales points to the 3S (sales, service, spare parts) concept and to further increase the service quality.
• The sales performance and stocks of the dealers are followed up on a weekly basis by the regional directorates and the general directorate.
• In the agricultural sector, where timing is of great importance, after-sales services play a major role in brand preference. Tümosan has an authorized service network at 400 points spread all over the country.
• All authorized services are certified by participating in periodic and new model training at the factory.
• Quality production that will meet all expectations of the customer and continuous change to achieve perfection is the common goal of Tümosan employees. To ensure the quality of the products produced, Tümosan has various important certificates. These are the Production Sufficiency Certificate and the Quality Conformity Certificate. For laboratory quality control, it has a laboratory quality adequacy certificate issued by the Turkish Standards Institute. Tümosan also has TSE-ISO-EN-9000:2015 Quality Management System certificate.
The company operates in the automotive industry and produces agricultural tractors. Agricultural tractors constitute a very important agricultural production input that increases labor productivity in agricultural production, reduces costs, increases product quality and productivity by ensuring that modern production technologies are used, operations are carried out on time and in accordance with agricultural needs.
To ensure sustainability in stakeholder satisfaction by producing high quality and technologically equipped products at the right time, to take an active and regulatory role in the defense industry and agriculture sector.
To be a competent, global company in the agriculture and defense industry.
To work in a customer-oriented manner, taking into account the expectations and needs.
To communicate openly and transparently at all levels and on all platforms.
To make our stakeholders feel that we care about them by advancing with effective teamwork.
To be aware of our social responsibilities, support social responsibility projects.
To make environmentally friendly production.
To strive for the best with our Human Resources Policy in favor of continuous development.
To share the technological developments with our country on the way to become a great Türkiye.
Tümosan Motor ve Traktör San. A.Ş. shares were offered to the public on December 5, 2012, and it is the second largest public offering in 2012. A total of 30,000,000 shares were offered to the public, with 20,000,000 shares and 10,000,000 shares capital increase from the share sale of Ereğli Tekstil Turizm Sanayi ve Ticaret A.Ş., the controlling shareholder of the Company. As a
result of Demand Collection, 2.93 times more demand was realized. The company is traded on the Istanbul Stock Exchange National Market with the code TMSN.
Material disclosures that our organization should do are reported to the Public Disclosure Platform. These material disclosures can be viewed at www.kap.gov.tr.
During the relevant period, the income from investment activities amounted to TRY 200.448.093
According to corporate governance principles, there are at least 2 independent members on the board of directors. Audit Committee, Corporate Governance Committee and Early Detection of Risk Committee have been established in our company.
The risk management and internal control system has not been established yet. Studies on establishing an effective internal control and risk management continue.
Our company's mission, vision and values have been published and are revised and renewed in line with the developments. Our mission, vision and values have been determined, prepared by the company's senior management and within the knowledge of the Board of Directors, and are available on our website.
During the Board of Directors Meetings held at periodic intervals in accordance with the Company's Articles of Association, the company's targets and activities are followed up, including the performance of the previous period. The current situation of the company is reviewed, and new targets and strategies are developed if deemed necessary as a result of current conditions. The Board of Directors oversees the compliance of company activities with the legislation, articles of association, internal regulations and established policies.
PERIOD JANUARY 1 - MARCH 31, 2024
Having the largest tractor production capacity in Turkey under one roof, the Company has the opportunity to increase its capacity, if needed, on the existing complex without making any additional land investment. Tümosan has an annual production capacity of 15,000 tractors and 25,000 diesel engines in a single shift. 3-cylinder diesel engines between 48-85 hp and 4 cylinder diesel engines between 75 - 115 hp are produced. Tractor production capacity is 15,000 units per year in one shift and 45,000 units per year in three shifts. In the range of 48-115 hp, 268 different models of tractors are produced under 25 main models in 10 series. Considering the said capacity ratios, it is one of Turkey's most important tractor production facilities.
| 31.03.2024 | Production | Sales Volume |
|---|---|---|
| Tractor | 1.847 | 1.066 |
| Engine | 95 | 72 |
Source: Company Data
| 1 January 31 March 2024 |
1 January 31 March 2023 |
|
|---|---|---|
| Domestic Sales | 1.350.226.702 | 1.851.077.402 |
| Foreign Sales | 10.579.854 | 13.889.876 |
| Gross Sales | 1.360.806.556 | 1.864.967.278 |
| Sales Returns and Discounts (-) | (30.788.790) | (2.686.728) |
| Net Sales | 1.330.017.766 | 1.862.280.550 |
| Cost of Sales (-) | (982.177.929) | (1.412.511.096) |
| Gross Profit | 347.839.837 | 449.769.454 |
The details of sales revenue on product basis are as follows:
| 1 January 31 March 2024 |
1 January 31 March 2023 |
|
|---|---|---|
| Tractor Sales | 1.187.150.068 | 1.679.471.325 |
| Spare Part Sales | 85.620.491 | 34.114.427 |
| Engine Sales | 13.498.172 | 36.450.156 |
| Construction Equipment Sales | 1.832.808 | 24.202.622 |
| Agricultural Machinery Sales | 2.176.894 | 292.539 |
| Other | 39.739.333 | 87.749.481 |
| Total Sales | 1.330.017.766 | 1.862.280.550 |
PERIOD JANUARY 1 - MARCH 31, 2024
| Audited | Audited | |
|---|---|---|
| ASSETS | 31 March 2024 | 31 December 2023 |
| Current Assets | ||
| Cash and cash equivalents | 331.356.270 | 341.309.269 |
| Financial investments | 674.003.431 | 587.352.001 |
| Trade receivables | ||
| -Trade receivables from related parties | 378.322.263 | 646.243.952 |
| -Trade receivables from non-related parties | 833.489.606 | 1.230.965.108 |
| Other receivables | ||
| - Other receivables from related parties | -- | 220.010 |
| - Other receivables from non-related parties | 35.329.369 | 4.932.936 |
| Inventories | 2.825.117.456 | 2.444.902.932 |
| Prepaid expenses | 247.639.145 | 223.621.562 |
| Other current assets | 231.399.442 | 243.652.743 |
| Total Current Assets | 5.556.656.982 | 5.723.200.513 |
| Non-Current Assets | ||
| Other receivables | ||
| -Other receivables from non-related parties | 170.082 | 195.703 |
| Property, plant and equipment | 3.777.925.518 | 3.812.834.889 |
| Intangible assets | 119.013.471 | 100.344.277 |
| Investment property | 86.040.134 | 86.040.134 |
| Right of use assets | 38.042.826 | 50.871.484 |
| Total Non-Current Assets | 4.021.192.031 | 4.050.286.487 |
| Total Assets | 9.577.849.013 | 9.773.487.000 |
| Audited | Audited | |
|---|---|---|
| LIABILITIES | 31 March 2024 | 31 December 2023 |
| Short Term Liabilities | ||
| Short term borrowings | 1.717.931.924 | 1.510.763.037 |
| Short term portion of long-term borrowings | 28.952.455 | 35.252.246 |
| Trade payables | ||
| - Trade payables to related parties | 19.680.109 | 24.677.250 |
| - Trade payables to non-related parties | 845.498.087 | 1.376.146.245 |
| Payables related to employee benefis | 55.793.367 | 45.402.541 |
| Other payables | ||
| Oyher Payables to Related Parties | 39.650.307 | 25.411.298 |
| - Other payables to non-related parties | 167.880.853 | 195.417.229 |
| Deferred income | 83.863.536 | 95.092.428 |
| Current period tax liability | ||
| Short term provisions | 17.975.000 | 13.805.481 |
| - Short term provisions for employee benefits | 51.200.350 | 59.761.104 |
| - Other short term provisions | 1.361.407 | 2.026.819 |
| Total Short Term Liabilities | 3.029.787.395 | 3.383.755.678 |
| Long term borrowings | 63.017.751 | 82.485.935 |
| Long term provisions | ||
| - Long term provisions for employee benefits | 30.126.515 | 25.742.133 |
| Liabilities from leasing transactions | 12.858.731 | 14.795.722 |
| Deferred tax liability | 767.191.439 | 691.788.918 |
| Total Long Term Liabilities | 873.194.436 | 814.812.708 |
| Total Liabilities | 3.902.981.831 | 4.198.568.386 |
| Equity Attributable to the Owners of the Company | ||
| Paid-in share capital | 115.000.000 | 115.000.000 |
| Capital adjustment differences | 1.221.485.263 | 1.221.485.263 |
| Share premium | 133.669.706 | 133.669.706 |
| Accumulated other comprehensive income | ||
| - Items will not to be reclassified in profit or loss | (23.179.418) | (17.703.661) |
| Restricted reserves | 141.051.908 | 141.051.908 |
| Retained earnings | 3.981.415.398 | 3.221.965.830 |
| Net profit for the period | 105.424.325 | 759.449.568 |
| Total Equity | 5.674.867.182 | 5.574.918.614 |
| Total Equity and Liabilities | 9.577.849.013 | 9.773.487.000 |
| Audited | Audited | |
|---|---|---|
| 1 January 31 March 2024 |
1 January 31 March 2023 |
|
| Revenue | 1.330.017.766 | 1.862.280.550 |
| Cost of sales (-) | (982.177.929) | (1.412.511.096) |
| Gross profit | 347.839.837 | 449.769.454 |
| General administrative expenses (-) | (40.480.282) | (16.206.845) |
| Marketing expenses (-) | (122.623.893) | (161.147.534) |
| Research and development expenses (-) | (20.069.479) | (31.998.805) |
| Other operating income | 23.526.183 | 70.421.766 |
| Other operating expenses (-) | (37.584.689) | (84.119.764) |
| Operating profit | 150.607.677 | 226.718.272 |
| Incomes from investment activities | 200.448.093 | -- |
| Expenses from investment activities | -- | (67.827.588) |
| Operating profit before financial expenses, net | 351.055.770 | 158.890.684 |
| Financial income | 27.094.989 | 20.655.128 |
| Financial expenses (-) | (259.230.759) | (38.618.354) |
| Net monetary position gain /(loss) | 88.903.546 | 110.555.916 |
| Profit before tax | 207.823.546 | 251.483.374 |
| Taxbexpense | (102.399.221) | (108.712.229) |
| - Current tax expense for the period | (25.171.448) | (44.360.892) |
| - Deferred tax income | (77.227.773) | (64.351.337) |
| Profit for the period | 105.424.325 | 142.771.145 |
| Distribution of net profit for the period | ||
| Equity holders of the Company | 105.424.325 | 142.771.145 |
| Non-controlling interest | -- | -- |
| Number of shares | 115.000.000 | 115.000.000 |
| Earnings per share | 0,92 | 1,24 |
| Audited | Audited | |
|---|---|---|
| 1 January 31 March 2024 |
1 January 31 March 2023 |
|
| Profit for the period | 105.424.325 | 142.771.145 |
| Other comprehensive income | ||
| Not to be reclassified to profit or loss | ||
| - Actuarial differences | (7.301.009) | (20.785.802) |
| - Deferred tax income / (expense) | 1.825.252 | 4.157.160 |
| Total other comprehensive income | (5.475.757) | (16.628.642) |
| Total comprehensive income | 99.948.568 | 126.142.503 |
Distribution of net profit for the period Equity holders of the Company Non-controlling interest
Our company has achieved a Net Period Profit of TRY 721.718.231 according to the financial statements prepared in accordance with International Financial Reporting Standards as of 31.12.2023 and audited by Vizyon Group Independent Audit Inc. The matter of using Equity support for financing investments made/planned for the years 2023-2025 and consequently not distributing dividends for the year 2023 will be presented for voting at the first general assembly meeting.
In accordance with the articles of association of our company, there is no privilege regarding participation in the profit of the company in partnership shares. According to the Capital Markets Board regulations, it decided to determine the dividend distribution policies for 2012 and the following years. Based on this decision, the dividend amount to be calculated over the distributable profit amount, calculated based on the profit for the period included in the financial statements prepared within the framework of the current legal regulations (after deducting the legal reserves, taxes, funds and financial payments and previous year losses, if any) of our Company's profit distribution policy for 2012 and the following years, taking into account the provisions of the relevant legislation and articles of association, the company's equity ratio, sustainable growth rate, market value and cash flows, and the profit distribution proposal
prepared by the Board of Directors to realize the shares to be issued by adding cash or dividends to the capital on the date(s) to be determined within the framework of the regulations of the Capital Markets Board, or to distribute a certain amount of cash and a certain amount of bonus shares, were approved at the ordinary general assembly meeting held on 15 May 2014.
1. Information on Legislative Changes That May Significantly Affect Company Activities: None.
2. Information on the Conflicts of Interest Between the Company and the Institutions It Provides Services on Issues such as Investment Advisory and Rating, and the Measures Taken by the Company to Prevent These Conflicts of Interest
None.
It was ensured that the personnel participated in vocational seminars and participated in the renewal training for their licenses.
As stakeholders; employees, suppliers, customers and essentially third parties directly in contact with the company are subject to equal treatment and communication. All stakeholders are informed about the issues that concern them, and the necessary organizations, information meetings, planned studies and arrangements that include necessary explanations are made and carried out by our company.
Practices where the stakeholders can participate in the improvement works in administrative matters and actively express their opinions and make evaluations in this direction are carried out within the company. Meetings aiming to increase quality and productivity, where employees, suppliers and customers can reflect their demands, are held in line with company policies. The request of the shareholders to appoint a special auditor has not yet been regulated as an individual right in the articles of association of the company, and the Company has not received any request for the appointment of a special auditor during the period.
Investor Relations Manager: Niyazi AKKALP
Investor Relations Specialist: Makbule KEÇECİ
General Manager of the Affiliated Company: Halim TOSUN
Phone No: 0212 468 19 88
E-mail: makbule.kecec[email protected] - [email protected] [email protected] - [email protected]
Address: Maltepe Mahallesi Londra Asfaltı Caddesi No: 28/1 Topkapı, 34010, Zeytinburnu / Istanbul
The information listed in the CMB's Corporate Governance Principles is available on the corporate website of the company (www.tumosan.com.tr) in Turkish and English, and this information is constantly updated.
Considering the internal organizational structure, organization, financial, economic, cash situation, research and development studies, operating strategy, raw material resources, manufacturing technical specifications, pricing policies, market shares, wholesaler and customer networks, documents, and records and data in electronic environment, which are of great importance for the success and efficiency of the company in the economic life of the company, which should not be known by the competitors in the field of activity of the company and should not be disclosed to third parties and the public, are trade secrets and will be the information and strategic decisions known only by the senior management of the company, these are not disclosed unless there is a legal obligation. Information about those who have access to internal information is kept in a file prepared to be kept for 8 years and sent to the Board and the Exchange if requested.
| NAME-SURNAME | TITLE |
|---|---|
| AHMET ALBAYRAK | CHAIRPERSON OF THE BOARD OF DIRECTORS |
| NURİ ALBAYRAK | VICE CHAIRPERSON OF THE BOARD OF DIRECTORS |
| MUSTAFA ALBAYRAK | COMPANY FOUNDER |
| KAZIM ALBAYRAK | COMPANY FOUNDER |
| MUZAFFER ALBAYRAK | MEMBER OF THE BOARD OF DIRECTORS |
| MESUT MUHAMMET ALBAYRAK | MEMBER OF THE BOARD OF DIRECTORS |
| AYGÜN KARAKAŞ | MEMBER OF THE BOARD OF DIRECTORS |
| İSMAİL YÜKSEK | MEMBER OF THE BOARD OF DIRECTORS |
| HALİM TOSUN | GENERAL MANAGER |
| KURTULUŞ ÖĞÜN | EXECUTIVE BOARD MEMBER |
| BÜLENT BOLAT | EXECUTIVE BOARD MEMBER |
| METİN YALÇIN | FACTORY MANAGER/QUALITY CONTROL MANAGER |
| HÜSEYİN KÖYLÜ | TUMOSAN CASTING FACTORY MANAGER |
| FATİH YILMAZELİ | FINANCIAL-ADMINISTRATIVE AFFAIRS GROUP MANAGER / BUDGET AND FINANCE MANAGER |
| NİYAZİ AKKALP | INVESTOR RELATIONS MANAGER |
| MUSTAFA ŞAHİN | HUMAN RESOURCES MANAGER |
| MUSTAFA YILMAZ | ACCOUNTING MANAGER |
| TUNCAY ABAY | MARKETING AND SALES GROUP MANAGER |
| MEVLÜT NALÇAKAN | TRACTOR SALES MANAGER |
| MEVLANA CENİK | AFTER-SALES SERVICES MANAGER |
| VELİ BOYALI | ASSISTANT SHIPMENT MANAGER |
| VOLKAN GÜN | TECHNOLOGY AND ENGINEERING GROUP MANAGER |
| OĞUZ YAŞAR AKIN | LOGISTICS AND PLANNING MANAGER |
| AYHAN HİLAL | MAINTENANCE AND REPAIR MANAGER |
| EREN DENİZ | ELECTRIC AND ELECTRONICAL SYSTEMS MANAGER |
| EMRE YENER | DEFENSE AND INDUSTRIAL VEHICLES DESIGN MANAGER |
| YÜKSEL ÖZDEK | STRATEGIC PLANNING AND INFORMATION MANAGEMENT GROUP MANAGER/TECHNICAL DOCUMENTATION AND HOMOLOGATION MANAGER |
| CİHAN BÜYÜK | ENGINE TECHNOLOGIES MANAGER |
| ÖZLEM BABLAK ERGUN | PRODUCT TECHNICAL MANAGEMENT MANAGER |
| ALİ RIZA TÜRKÇÜER | AGRICULTURAL VEHICLES DESIGN MANAGER |
| ALİ EVREN YEL | DEPUTY MANAGER FOR TRANSMISSION TECHNOLOGIES |
| AYTEKİN ALBAYRAK | TUMOSAN CASTING PURCHASING MANAGER |
| MURAT AKTAŞ | TUMOSAN CASTING FINANCIAL AFFAIRS MANAGER |
| HÜSEYİN DEVECİ | DEPUTY MANAGER FOR PURCHASING |
|---|---|
| ERCAN GÜRDAL | DEPUTY MANAGER FOR ADMINISTRATIVE AFFAIRS |
| ABDUSSAMET TAHA FAİDECİ | DEPUTY MANAGER FOR PROJECT MANAGEMENT |
| İBRAHİM TOTAN | DEPUTY MANAGER FOR PRODUCTION (ASSEMBLY) |
| LÜTFİ SÖZER | DEPUTY MANAGER FOR MACHINING |
| ONUR KOCA | ASSISTANT MANAGER FOR MARKETING |
Our company has shown due diligence in the implementation of the principles included in the Corporate Governance Principles published by the Capital Markets Board (CMB) in the interim accounting period of 01 January - 31 March 2024. In accordance with the Corporate Governance Communiqué numbered II-17.1 and with the Capital Markets Board's decision dated 10.01.2019 and numbered 2/49, Corporate Governance Compliance Reports will be made on Public Disclosure Platform using Corporate Governance Compliance Report (URF) and Corporate Governance Information Form (KYBF) templates. The link to the relevant reports is available on our company's website at www.tumosan.com.tr.
Our Corporate Governance Compliance Statement is attached.
Tümosan Motor ve Traktör San. A.Ş. ("Company") aims to be a reliable and preferred collective investment institution by keeping the risk at a minimum level and providing maximum return by following the changing market conditions. Accordingly, the company has adopted the concepts of "equality", "transparency", "accountability" and "responsibility", which form the basis of corporate governance, in its activities, and shows maximum care and effort to comply with the Capital Markets Law ("CMB") and the secondary regulations and decisions of the Capital Markets Board ("CMB").
In this framework, in line with corporate governance efforts, corporate governance mechanisms are operated within the Company in line with principles. Compliance with the provisions stipulated by the CMB to be enforced has been accepted and full compliance with these provisions has been achieved. Utmost care is taken to comply with the voluntary principles, which are not obligatory to be complied with by the relevant legislation, and as of the current situation, no conflict of interest has arisen among the stakeholders regarding those that have not yet been fully complied with.
In the activity period ending on 31 March 2024, the explanations regarding compliance with the corporate governance principles in the annex of the Corporate Governance Communiqué and those that have not yet been complied with are included in the Corporate Governance Compliance Report ("URF") and Corporate Governance Information Form ("KYBF") and other relevant sections of the report. In the future, we will continue to work on improving our corporate governance practices, including better operation of mechanisms within the framework of the aforementioned principles, and voluntary principles that have not been put into practice in a limited number of corporate governance practices of the partnership. In case of any change in the URF or CIBF during the period, a material disclosure will be made.
Our Corporate Governance Principles Compliance Report is available on the Public Disclosure Platform at https://www.kap.org.tr/tr/cgif/4028e4a141e536460141e53904b50025 and on our company's website www.tumosan.com.tr for the information of shareholders and the public.
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