Halk Gayrimenkul Yatirim Ortakligi AsBIST: HLGYO

31.12.2023 - Consolidated Independent Auditor’s Report

· Issued by Halk Gayrimenkul Yatirim Ortakligi AS

HALK GAYRİMENKUL YATIRIM ORTAKLIĞI A.Ş. AND ITS SUBSIDIARY

CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2023 AND INDEPENDENT AUDITOR'S REPORT

(CONVENIENCE TRANSLATION OF THE REPORT AND THE FINANCIAL STATEMENTS ORIGINALLY ISSUED IN TURKISH)

INDEX

PAGE

CONSOLIDATED STATEMENT OF FINANCIAL POSITION …………………………………………. 1-3

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND

OTHER COMPREHENSIVE INCOME …………………………………………….…………………………4

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY……...............................................................5

CONSOLIDATED STATEMENT OF CASH FLOWS………………………………………………………..6

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1.

ORGANIZATION AND OPERATIONS OF THE COMPANY

7

2.

BASIS OF PRESENTATION OF THE FINANCIAL STATEMENTS

9

3.

INTERESTS IN OTHER ENTITIES

30

4.

RELATED PARTY DISCLOSURES

32

5.

TRADE RECEIVABLES AND TRADE PAYABLES

35

6.

INVENTORIES

........ 37

7.

PREPAID EXPENSES AND DEFERRED INCOME

38

8.

LIABILITIES ARISING FROM CUSTOMER CONTRACTS

39

9.

INVESTMENT PROPERTIES

40

10.

PROPERTY, PLANT AND EQUIPMENT

45

11.

INTANGIBLE ASSETS

46

12.

PROVISIONS, CONTINGENT ASSETS AND LIABILITIES

47

13.

EMPLOYEE BENEFITS

53

14.

OTHER ASSETS AND LIABILITIES

54

15.

SHARE CAPITAL, RESERVES VE OTHER EQUITY ITEMS

55

16.

REVENUE AND COST OF SALES

59

17.

EXPENSES BY NATURE

60

18.

GENERAL ADMINISTRATIVE EXPENSES, MARKETING AND SALES EXPENSES

61

19.

OTHER INCOME AND EXPENSES FROM OPERATING ACTIVITIES

63

20.

FINANCE EXPENSES

63

21.

INCOME TAXES

63

22.

EARNINGS PER SHARE

64

23.

FINANCIAL INSTRUMENTS

64

24.

NATURE AND LEVEL OF RISKS ARISING FROM FINANCIAL INSTRUMENTS

67

25.

FINANCIAL INSTRUMENTS (FAIR VALUE DISCLOSURES)

74

26.

EVENTS AFTER THE REPORTING PERIOD

75

27.

NOTES ON THE STATEMENT OF CASH FLOWS

75

28. DISCLOSURE OF OTHER MATTERS THAT MAY AFFECT FINANCIAL STATEMENTS SIGNIFICANTLY OR IS NECESSARY FOR FINANCIAL

STATEMENTS TO BE CLEAR, INTERPRETABLE AND COMPREHENSIBLE

76

APPENDIX 1 CONTROL OF COMPLIANCE WITH RESTRICTIONS ON THE PORTFOLIO

79

HALK GAYRİMENKUL YATIRIM ORTAKLIĞI A.Ş. AND ITS SUBSIDIARY

AUDITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2023

(Amounts expressed in thousands of Turkish Lira (TL) in terms of the purchasing power of the Turkish Lira (TL) as at 31 December 2023, unless otherwise stated.)

Re stated

Audited

Audited

31 December

31 December

Notes

2023

2022

ASSETS

Current Assets

3,636,328,780

2,334,121,839

Cash and Cash Equivalents

27

72,796,501

782,648,063

Trade Receivables

5

51,398,017

10,712,407

Trade Receivables from Related Parties

4

19,250,000

-

Trade Receivables from Third Parties

32,148,017

10,712,407

Inventories

6

2,955,929,038

1,154,296,366

Prepaid Expenses

7

21,232,613

5,909,471

Prepaid Expenses to Third Parties

21,232,613

5,909,471

Current Tax Assets

1,260,889

1,973,303

Other Current Assets

14

533,711,723

378,582,228

Other Current Assets from Third Parties

533,711,723

378,582,228

Non-Current Assets

24,435,895,935

22,056,593,986

Investment Properties

9

24,245,683,893

21,423,655,654

Property, Plant and Equipment

10

13,935,660

15,251,703

Intangible Assets

11

4,410,639

4,566,523

Other Intangible Assets

4,410,639

4,566,523

Prepaid Expenses

7

171,865,742

613,120,106

Prepaid Expenses to Related Parties

4

6,364,554

3,130,430

Prepaid Expenses to Third Parties

165,501,188

609,989,676

TOTAL ASSETS

28,072,224,715

24,390,715,825

The accompanying notes form an integral part of these consolidated financial statements.

1

HALK GAYRİMENKUL YATIRIM ORTAKLIĞI A.Ş. AND ITS SUBSIDIARY

AUDITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2023

(Amounts expressed in thousands of Turkish Lira (TL) in terms of the purchasing power of the Turkish Lira (TL) as at 31 December 2023, unless otherwise stated.)

Notes

LIABILITIES

Current Liabilities

Short-term Borrowings

23

Short-term Borrowings from Related Parties

4

Short-term Borrowings from Third Parties

Short-Term Portion of Long-Term Borrowings

23

Short-Term Portion of Long-Term

Borrowings from Related Parties

4

Trade Payables

5

Trade Payables to Related Parties

4

Trade Payables to Third Parties

Liabilities Arising from Customer Contracts

8

Deferred Income from Related Parties

4

Contract Liabilities Arising from

Goods and Services Sales

Short-Term Provisions

Short-Term Portion of Provisions Related to

Employee Benefits

13

Other Short-Term Provisions

12

Other Current Liabilities

14

Other Current Liabilities to Third Parties

Non-Current Liabilities

Long-Term Borrowings

23

Long-Term Financial Borrowings From Related Parties

4

Long-Term Financial Borrowings From Third Parties

Trade Payables

5

Trade Payables to Related Parties

4

Liabilities Arising from Customer Contracts

8

Deferred Income to Related Parties

4

Long-Term Provisions

13

Long-Term Portion of Provisions Related to

Employee Benefits

Re stated

Audited

Audited

31 December

31 December

2023

2022

4,914,585,607

3,980,577,822

1,351,933,520

1,345,863,322

1,110,368,898

1,179,581,194

241,564,622

166,282,128

556,268,104

33,182,011

556,268,104

33,182,011

114,318,533

634,243,518

-

45,198

114,318,533

634,198,320

2,747,698,818

1,757,775,874

435,426,186

346,023,300

2,312,272,632

1,411,752,574

12,602,481

10,539,320

10,134,481

9,406,527

2,468,000

1,132,794

131,764,151

198,973,777

131,764,151

198,973,777

3,078,627,903

2,857,736,166

1,877,632,311

1,461,631,698

1,876,793,650

1,459,354,931

838,662

2,276,767

  • 140,057,050
  • 140,057,050
    1,195,729,6161,251,154,297

1,195,729,616

1,251,154,297

5,265,976

4,893,122

5,265,976

4,893,122

The accompanying notes form an integral part of these consolidated financial statements.

2

HALK GAYRİMENKUL YATIRIM ORTAKLIĞI A.Ş. AND ITS SUBSIDIARY

AUDITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2023

(Amounts expressed in thousands of Turkish Lira (TL) in terms of the purchasing power of the Turkish Lira (TL) as at 31 December 2023, unless otherwise stated.)

Restated

Audited

Audited

31 December

31 December

Notes

2023

2022

EQUITY

20,079,011,205

17,552,401,837

Share Capital

15

1,645,000,000

1,570,000,000

Capital Adjustment Differences

15

7,832,593,919

7,827,517,457

Treasury Shares (-)

15

(39,390,720)

(33,160,263)

Share Premium / Discounts

461,875,993

483,426,770

Accumulated Other Comprehensive Income or Expenses

that will not be Reclassified to Profit or Loss

1,307,567

(1,993,903)

- Gains on Remeasurement of Defined Benefit Plans

1,307,567

(1,993,903)

Restricted Reserves Appropriated from Profit

15

455,019,729

440,040,981

Prior Years' Profit or Loss

7,137,563,692

209,155,219

Net Profit or Loss for the Period

2,585,041,025

7,057,415,575

TOTAL LIABILITIES AND EQUITY

28,072,224,715

24,390,715,825

The accompanying notes from an integral part of these consolidated financial statements.

3

HALK GAYRİMENKUL YATIRIM ORTAKLIĞI A.Ş. AND ITS SUBSIDIARY

AUDITED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE PERIOD 1 JANUARY - 31 DECEMBER 2023

(Amounts expressed in thousands of Turkish Lira (TL) in terms of the purchasing power of the Turkish Lira (TL) as at 31 December 2023, unless otherwise stated.)

Notes

Revenue

16

Cost of Sales (-)

16

Gross Profit (Loss) from Trading Activities

GROSS PROFIT/LOSS

General Administrative Expenses (-)

18

Marketing Expenses (-)

18

Other Income from Operating Activities

19

Other Expenses from Operating Activities (-)

19

OPERATING PROFIT (LOSS)

OPERATING PROFIT (LOSS) BEFORE

FINANCE INCOME (EXPENSE)

Finance Expenses (-)

20

Gains/(Losses) on Net Monetary Position

PROFIT (LOSS) BEFORE TAX

FROM CONTINUING OPERATIONS

Current Period Tax Expense/Income

PROFIT FOR THE PERIOD

PROFIT (LOSS) FOR THE PERIOD

Distribution of Profit/Loss for the Period

Parent Company Shares Earnings per Share

Gain on Remeasurement of

Defined Benefit Plans

Re state d

Audite d

Audite d

1 January-

1 January-

31 December

31 December

2023

2022

1,578,642,915

314,103,787

(869,253,883)

(73,967,048)

709,389,032

240,136,739

709,389,032

240,136,739

(123,291,707)

(70,096,844)

(67,806,662)

(46,284,559)

2,245,345,929

6,436,134,698

(24,745,272)

(89,165,348)

2,738,891,321

6,470,724,686

2,738,891,321

6,470,724,686

(610,922,355)

(92,386,412)

481,657,280

682,295,133

2,609,626,246

7,060,633,407

(24,585,221)

(3,217,832)

2,585,041,025

7,057,415,575

2,585,041,025

7,057,415,575

1.5715

4.2902

2,517,657

(2,094,418)

TOTAL COMPREHENSIVE INCOME (EXPENSE)

2,587,558,682

7,055,321,157

The accompanying notes from an integral part of these consolidated financial statements.

4

HALK GAYRİMENKUL YATIRIM ORTAKLIĞI A.Ş. AND ITS SUBSIDIARY

AUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD 1 JANUARY - 31 DECEMBER 2023

(Amounts expressed in thousands of Turkish Lira (TL) in terms of the purchasing power of the Turkish Lira (TL) as at 31 December 2023, unless otherwise stated.)

Accumulated Other

Comprehensive Income or

Expense

Not To Be Reclassified To

Profit or Loss

Retained Earnings

Capital

Share

Accumulated

Adjustment

Treasury

premiums /

Remeasurement Gain/Loss

Restricted Reserves

Prior Years'

Net Profit/Loss for

Notes

Paid-in Capital

Differences

Shares

Discounts

of Defined Benefit Plans

Appropriated from Profit

Profit/Losses

the Period

Equity

Balances as of 1 January 2022

15

1,020,000,000

7,533,679,222

(28,756,004)

260,556,938

100,516

253,172,025

209,155,219

-

9,247,907,917

Total Comprehensive Income

-

-

-

222,869,832

(2,094,420)

186,868,956

-

7,057,415,575

7,465,059,944

Capital Increase

15

550,000,000

293,838,235

(4,404,259)

-

-

-

-

-

839,433,976

Balances as of 31 December 2022

15

1,570,000,000

7,827,517,457

(33,160,263)

483,426,770

(1,993,903)

440,040,981

209,155,219

7,057,415,575

17,552,401,837

Balances as of 1 January 2023

15

1,570,000,000

7,827,517,457

(33,160,263)

483,426,770

(1,993,903)

440,040,981

209,155,219

7,057,415,575

17,552,401,837

Transfers

-

-

-

-

-

-

7,057,415,575

(7,057,415,575)

-

Total Comprehensive Income

-

-

-

(21,550,778)

3,301,471

14,978,747

(129,007,102)

2,585,041,025

2,452,763,363

Increase/decrease Due to Share Repurchase Transactions

15

-

-

(4,434,528)

-

-

-

-

-

(4,434,528)

Capital Increase

15

75,000,000

5,076,462

(1,795,929)

-

-

-

-

-

78,280,531

Balances as of 31 December 2023

15

1,645,000,000

7,832,593,919

(39,390,720)

461,875,993

1,307,567

455,019,729

7,137,563,692

2,585,041,025

20,079,011,205

The accompanying notes from an integral part of these consolidated financial statements.

5

HALK GAYRİMENKUL YATIRIM ORTAKLIĞI A.Ş. AND ITS SUBSIDIARY

AUDITED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD 1 JANUARY - 31 DECEMBER 2023

(Amounts expressed in thousands of Turkish Lira (TL) in terms of the purchasing power of the Turkish Lira (TL) as at 31 December 2023, unless otherwise stated.)

Re state d

Audite d

Audite d

1 January-

1 January-

31 December

31 December

Notes

2023

2022

A. Cash Flows from Operating Activities

Profit for the Period

2,585,041,025

7,057,415,575

Adjustments to Reconcile Net Profit for the Period

- Adjustments Related to Depreciation and Amortization Expenses

10-11

6,256,225

8,972,764

- Adjustments Related to Provisions

5-12-13

2,956,060

6,594,355

- Adjustments Related to Interest Income and Expenses

16-20-27

461,323,815

(40,305,485)

- Adjustments Related to Fair Value Losses/Gains

9

(2,213,705,908)

(6,342,760,274)

- Adjustments Related to Gains/Losses on

Disposal of Non-Current Assets

10-11

28,159

-

- Adjustments Related to Gains/Losses on Disposal of

Investment Properties

16.1-16.2

50,666,556

27,183,750

Changes in working capital

- Adjustments Related to (Increase) / Decrease in Inventories

6

(1,801,632,672)

(970,165,795)

- Adjustments Related to (Increase) / Decrease in Trade Receivables

(41,204,782)

(6,375,108)

- Adjustments Related to (Increase) / Decrease in Prepaid Expenses

425,931,222

(535,298,779)

- Adjustments Related to (Increase) / Decrease in Other Assets

154,417,080

(272,992,286)

- Adjustments Related to Increase / (Decrease) in Trade Payables

(659,982,035)

633,768,469

- Adjustments Related to Increase/Decrease in Deferred Income

934,498,263

1,662,855,565

- Adjustments related to Increase / (Decrease) in Other Liabilities

(588,532,520)

2,211,542,025

Cash Flows from Operating Activities

(992,773,672)

3,440,434,776

Interest Received

127,564,121

40,305,485

(865,209,551)

3,480,740,261

B. Cash Flows from Investing Activities

Cash Outflows from Acquisition of Property, Plant

and Equipment and Intangible Assets

10-11

Cash Outflows from Investment

Property Investments

9

Cash Inflows from Sale of

Investment Properties

9

C. Cash Flows from Financing Activities

Cash Inflows from Borrowing

Cash Outflows Related to Debt Payments

Cash Outflows Related to Debt Payments

.

.

from Financial Leasing Contracts

Cash Inflows from Capital Increase

Dividends Paid

Interest Paid

NET INCREASE/DECREASE IN CASH AND CASH EQUIVALENTS (A+B+C)

D. CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD

INFLATION EFFECT ON CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD (A+B+C+D)

27

(4,812,459)

(8,336,896)

(1,440,706,095)

(3,816,079,194)

832,383,764

49,659,109

(613,134,789)

(3,774,756,981)

2,455,550,000

5,436,924,799

(1,972,423,398)

(3,570,218,596)

(56,494,617)

-

(78,280,531)

(839,433,976)

(6,230,457)

(4,404,259)

(70,446,063)

(39,642,541)

271,674,934

983,225,427

1,206,669,407

689,208,708

776,451,761

53,109,547

502,931,099

34,133,506

72,713,454

776,451,761

The accompanying notes from an integral part of these consolidated financial statements.

6

HALK GAYRİMENKUL YATIRIM ORTAKLIĞI A.Ş. AND ITS SUBSIDIARY

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

AS OF 31 DECEMBER 2023

(Amounts expressed in thousands of Turkish Lira (TL) in terms of the purchasing power of the Turkish Lira (TL) as at 31 December 2023, unless otherwise stated.)

1. ORGANIZATION AND OPERATIONS OF THE COMPANY

The main activity of Halk Gayrimenkul Yatırım Ortaklığı A.Ş ("the Company") is to invest in properties, property projects, rights on properties, property related capital market instruments and portfolio including other rights and assets as appropriate by the Capital Markets Board of Türkiye ("CMB") The Company, its joint operations and its subsidiary will be described as ("the Group") in this report (see also Note 2.1 and Note 3). In accordance with the relevant articles of the CMB's Communiqué on the Principles of Real Estate Investment Trusts, the main objective of the Company is to invest in properties, property projects, property rights and capital market instruments.

The operations of the Group, its portfolio management policies and limitations are consistent with the regulatory requirements of the CMB. Investment property portfolio of the Group consists of lands and rental properties which are used as bank branches and bank headquarter. The Group obtained its license to operate by the CMB's approval dated 24 September 2010 and numbered 9546, and registered in the CMB. The registered capital ceiling of the Group is TL 7,500,000,000. (The registered capital ceiling before 22 August 2023 is TL 2,500,000,000.) On 21 September 2023, the Company's capital was increased to TL 1,645,000,000 by a capital increase of TL 75,000,000.

The headquarter of the Group is registered in Barbaros Mah. Begonya Sk. WBC İş Merkezi No:2H Ataşehir / İstanbul.

As of 31 December 2023, the number of personnel employed in the Group is 43 (31 December 2022: 45).

The Group is a subsidiary of Türkiye Halk Bankası A.Ş ("Halkbank") and was registered on 18 October 2010. With the amendment dated 31 December 2009 made by the CMB the Communiqué on the Principles of Real Estate Investment Trusts, it is obligatory that the shares of trusts representing a minimum 25% of their capital be issued within three months of either the establishment of the investment trust or the related amendment to the articles of association being registered with the Trade Registry, are offered to public and that they apply to the CMB with the request that all shares are registered.

The Group has applied to the CMB on 29 August 2012 to increase the issued capital from TL 477,000,000 to TL 662,500,000 within TL 1,500,000,000 registered capital ceiling (The registered capital ceiling as of 2 September 2020 is TL 2,500,000,000.), by initial public offering of the increase of TL 185,500,000 B group bearer shares. The application was approved in accordance with the CMB's decision numbered 4/97 on 8 February 2013. During 13-15 February 2013, TL 185,500,000 B group shares offered to public by restricting the preemptive rights of the existing shareholders. After the collection of the investors demand, the Company's shares started to be traded on İstanbul Stock Exchange with HLGYO title as of 22 February 2013.

The Group's application to the Capital Markets Board regarding the increase of its issued capital from TL 1,020,000,000 by 50% to TL 1,530,000,000, all in cash, within the registered capital ceiling of TL 2,500,000,000, was approved at the meeting of the Market Board dated 24 February 2022 No. 10-282 and announced in the Capital Markets Bulletin dated 24 February 2022 No. 2022/10. Bearer shares with a nominal value of TL 510,000,000 were made available for 15 days between 2 March 2022 and 16 March 2022, in accordance with the principles stated in the prospectus. The new version of Article 8 of the Articles of Association titled "Capital and Shares" regarding the increase of the Company's issued capital from TL 1,020,000,000 by 50% to TL 1,530,000,000, all in cash, within the registered capital ceiling of TL 2,500,000,000 was approved by Capital Markets Board on 25 March 2022. The new form of Article 8 of the Articles of Association titled "Capital and Shares" regarding the increase of the Company's capital to TL 1,570,000,000,000 was approved by the Capital Markets Board on 18 May 2022. The new form of Article 8 of the Articles of Association, titled "Capital and Shares", regarding the increase of the Company's capital to TL 1,645,000,000, was approved by the Capital Markets Board on 14 September 2023.

7

HALK GAYRİMENKUL YATIRIM ORTAKLIĞI A.Ş. AND ITS SUBSIDIARY

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

AS OF 31 DECEMBER 2023

(Amounts expressed in thousands of Turkish Lira (TL) in terms of the purchasing power of the Turkish Lira (TL) as at 31 December 2023, unless otherwise stated.)

1. ORGANIZATION AND OPERATIONS OF THE COMPANY (cont'd)

The capital increase is detailed as follows:

Date

Share Capital

Capitalisation

Increase value

Funds

18

October 2010

477,000,000

Rights Issue

-

Funding capital

15

August 2012

662,500,000

Rights Issue

185,500,000

Public offering

20

June 2013

673,638,704

Bonus Issue

11,138,704

Prior years' profit

05

June 2014

697,900,000

Bonus Issue

24,261,296

Prior years' profit

11

June 2015

743,000,000

Bonus Issue

45,100,000

Prior years' profit

25

May 2016

790,000,000

Bonus Issue

47,000,000

Prior years' profit

15

August 2017

820,000,000

Bonus Issue

30,000,000

Prior years' profit

08

June 2018

858,000,000

Bonus Issue

38,000,000

Prior years' profit

17

June 2019

928,000,000

Bonus Issue

70,000,000

Prior years' profit

20

June 2020

970,000,000

Bonus Issue

42,000,000

Prior years' profit

20

May 2021

1,020,000,000

Bonus Issue

50,000,000

Prior years' profit

25

March 2022

1,530,000,000

Rights Issue

510,000,000

Cash on payment

18

May 2022

1,570,000,000

Bonus Issue

40,000,000

Prior years' profit

15

September 2023

1,645,000,000

Bonus Issue

75,000,000

Prior years' profit

On 4 September 2014, the Company has signed a Joint Operation Agreement with Vakıf Gayrimenkul Yatırım Ortaklığı A.Ş. for developing a real estate project.

On 14 April 2016, the Company has signed Joint Operation Agreement with Er Konut İnş. Taah. İnş. Malz. Nak. ve Mad. Tic. ve San. A.Ş. for developing a real estate project.

On 24 August 2017, the Company has signed a Joint Operation Agreement with Teknik Yapı Teknik Yapılar San. ve Tic. A.Ş. for developing a real estate project.

The Company established Halk Yapı Projeleri Geliştirme A.Ş. to develop all kinds of real estate projects on 15 December 2020. The entire capital of the company established belongs to Halk GYO.

The details of the Company's subsidiary and shares in joint operations are as follows:

Subsidiary

Type of activity

Main activity fields

Halk Yapı Projeleri Geliştirme A.Ş.

Construction

Real Estate Construction

Shares in Joint Operations

Type of activity

Main activity fields

Halk GYO-Vakıf GYO Joint Venture

Construction

Real Estate Construction

Halk GYO-Erkonut Joint Venture

Construction

Real Estate Construction

Teknik Yapı-Halk GYO Joint Venture

Construction

Real Estate Construction

Approval of Financial Statements:

The Board of Directors has approved the financial statements and delegated authority for publishing it on 17 May 2024. The General Assembly has the authority to modify the financial statements.

8

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