Polisan Holding AsBIST: POLHO

2Q 2024 Financial Report

· Issued by Polisan Holding As

(Convenience translation of condensed consolidated financial information originally issued in Turkish)

Polisan Holding A.Ş.

Condensed consolidated financial information for the interim period January 1 - June 30, 2024 together with independent auditor's review report

CONVENIENCE TRANSLATION INTO ENGLISH OF INDEPENDENT

AUDITOR'S REVIEW REPORT ORIGINALLY ISSUED IN TURKISH

REPORT ON REVIEW OF INTERIM CONSOLIDATED

FINANCIAL INFORMATION

To the General Assembly of Polisan Holding A.Ş.

Introduction

We have reviewed the accompanying consolidated statement of financial position of Polisan Holding A.Ş. (the "Company") and its subsidiaries (collectively referred to as the "Group") as at 30 June 2024 and the consolidated statement of profit or loss, the consolidated other comprehensive income, consolidated changes in equity and consolidated cash flows for the six-month period then ended and summary of significant accounting policies and other explanatory notes. The management of the Group is responsible for the preparation and fair presentation of this consolidated interim financial information in accordance with Turkish Accounting Standard 34 ("TAS 34") "Interim Financial Reporting". Our responsibility is to express a conclusion on this consolidated interim financial information based on our review.

Scope of review

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

Conclusion

Based on our review, nothing has come to our attention that causes us to conclude that the accompanying consolidated interim financial information do not give a true and fair view of the financial position of Polisan Holding A.Ş. as at 30 June 2024, and its financial performance and cash flows for the six-month period then ended in accordance with TAS 34.

PwC Bağımsız Denetim ve

Serbest Muhasebeci Mali Müşavirlik A.Ş.

Baki Erdal, SMMM

Independent Auditor

Istanbul, 5 September 2024

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

Kılıçali Paşa Mah. Meclis-i Mebusan Cad. No:8 İç Kapı No:301 Beyoğlu/İstanbul

T: +90 212 326 6060, F: +90 212 326 6050, www.pwc.com.tr

Mersis Numaramız: 0-1460-0224-0500015

CONTENTS

Pages

INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION

1-2

INTERIM CONSOLIDATED STATEMENT OF PROFIT OR LOSS

3

INTERIM CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME

4

INTERIM CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY..............................… 5

INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS

6-7

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION .………..………..... 8-49

Note 1.

Group's organization and nature of operations

8-9

Note 2.

Basis of presentation of financial information

10-15

Note 3.

Segment reporting

15-19

Note 4.

Cash and cash equivalents

20

Note 5.

Financial borrowings

21-22

Note 6.

Trade receivable and payables

23-24

Note 7.

Inventories ……………………. ..................................................................................................................24

Note 8.

Investments accounted using the equity method

25-26

Note 9.

Investment properties

27

Note 10. Right of use assets …………………….……………………………………………………..…………….........28

Note 11. Property, plant and equipments

29

Note 12. Provisions, contingent assets and liabilities

30-32

Note 13. Derrivative instruments

33

Note 14. Assets held for sale

33

Note 15. Capital, reserves and other equity items

34-35

Note 16. Revenue and cost of sales

36

Note 17. Expenses by nature

37

Note 18. Other income and expenses from operations

37

Note 19. Income and expenses from investment activities ……………………………………………………

38

Note 20. Financial income and expenses

38

Note 21. Income taxes (including deferred tax assets and liabilities)

39-42

Note 22. Losses per share

42

Note 23. Related party disclosures

43-44

Note 24. Nature and level of risk derived from financial instruments

44-48

Note 25. Financial instruments (fair value and hedge accounting disclosures)

48-49

Note 26. Subsequent events

49

(Convenience translation of condensed consolidated financial information originally issued in Turkish)

Polisan Holding A.Ş.

Consolidated statements of financial position as of June 30, 2024 and December 31, 2023

(Amounts expressed in Turkish Lira ("TRY")

in terms of

purchasing power

of the TRY at

June 30, 2024 unless otherwise indicated.)

Current period

Prior period

Reviewed

Audited

Assets

Notes

30 June 2024

31 December 2023

Current assets

2,694,870,872

2,598,522,706

Cash and cash equivalents

4

75,296,282

524,273,399

Trade receivables

6

1,052,470,959

1,199,952,260

- Trade receivables from related parties

23

33,523,832

37,493,232

- Trade receivables from third parties

6

1,018,947,127

1,162,459,028

Other receivables

62,835,671

86,391,291

- Other receivables from third parties

62,835,671

86,391,291

Inventories

7

1,113,741,705

361,920,150

Derivative assets

13

-

15,751

Prepaid expenses

80,439,724

122,859,676

Current income tax assets

33,513,109

29,612,537

Other current assets

163,614,447

273,497,642

Sub-total

2,581,911,897

2,598,522,706

Assets held for sale

14

112,958,975

-

Non-current assets

14,659,591,818

14,786,471,210

Other receivables

997,236

1,213,628

- Other receivables from third parties

997,236

1,213,628

Investments accounted using the equity method

8

3,898,542,993

4,004,878,000

Investment properties

9

3,695,369,469

3,699,473,237

Tangible assets

11

5,989,589,481

6,009,158,304

Intangible assets

13,660,797

17,220,909

Right of use assets

10

328,091,153

332,056,257

Prepaid expenses

399,564,434

376,001,352

Deferred tax assets

21

333,776,255

346,469,523

Total assets

17,354,462,690

17,384,993,916

The accompanying notes are an integral part of these condensed consolidated financial information.

(1)

(Convenience translation of condensed consolidated financial information originally issued in Turkish)

Polisan Holding A.Ş.

Consolidated statements of financial position as of June 30, 2024 and December 31, 2023

(Amounts expressed in Turkish Lira ("TRY")

in terms of

purchasing power

of the TRY at

June 30, 2024 unless otherwise indicated.)

Current period

Prior period

Reviewed

Audited

Liabilities

Notes

30 June 2024

31 December 2023

Current liabilities

2,554,201,031

2,342,065,507

Short-term borrowings

5

829,301,720

444,175,506

Short-term portion of long-term borrowings

5

290,301,964

444,603,796

Derivative liabilities

13

3,972,450

1,087,819

Trade payables

6

1,285,015,917

1,217,955,830

- Trade payables to related parties

23

8,781,809

4,512,904

- Trade payables to third parties

1,276,234,108

1,213,442,926

Employee benefit obligations

33,920,468

38,507,577

Other payables

17,084,291

15,561,741

- Other payables to third parties

17,084,291

15,561,741

Deferred income

2,271,444

38,063,814

Current income tax liability

-

72,101,581

Short-term provisions

12

22,080,204

41,228,671

- Short-term provisions for employee benefits

18,689,177

37,858,402

- Other short-term provisions

3,391,027

3,370,269

Other current liabilities

70,252,573

28,779,172

Non-current liabilities

1,019,416,162

997,205,986

Long-term borrowings

5

200,665,234

351,976,880

Long-term provisions

12

64,876,548

47,525,766

- Provisions for employee termination benefits

64,876,548

47,525,766

Deferred income

419,352

-

Deferred tax liabilities

21

753,455,028

597,703,340

Equity

13,780,845,497

14,045,722,423

Equity holders of the parent

13,780,845,497

14,045,722,423

Paid-in share capital

15

758,500,000

758,500,000

Adjustment to share capital

15

6,832,974,654

6,832,974,654

Share premium/discounts

15

156,164,396

156,164,396

Other comprehensive income/expense not to be reclassified to

profit or loss

763,888,362

796,569,922

- Revaluation and measurement gain / loss

Defined benefit plans re-measurement loss

(134,926,398)

(102,244,838)

Revaluation increase related to tangible assets

898,814,760

898,814,760

Other comprehensive expense to be reclassified to profit/(loss)

(220,541,071)

(199,703,744)

- Currency translation differences

(220,541,071)

(199,703,744)

Restricted reserves

15

520,037,529

518,499,333

Retained earnings

5,086,621,976

4,250,015,274

(Loss)/ profit for the period

(116,800,349)

932,702,588

Total liabilities and equity

17,354,462,690

17,384,993,916

The accompanying notes are an integral part of these condensed consolidated financial information.

(2)

(Convenience translation of condensed consolidated financial information originally issued in Turkish)

Polisan Holding A.Ş.

Consolidated statement of profit or loss for the period between January 1 - June 30, 2024 and 2023

(Amounts expressed in Turkish Lira

("TRY") in

terms of purchasing power

of the TRY

at

June 30, 2024 unless otherwise indicated.)

Current period

Prior period

Current period

Prior period

Reviewed

Reviewed

Not reviewed

Not reviewed

January 1-

January 1-

April 1 -

April 1 -

Notes

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

Profit and loss

Revenue

16

2,640,448,522

3,885,441,515

1,298,607,966

1,949,069,529

Cost of sales (-)

16

(1,978,407,364)

(3,343,006,424)

(967,016,206)

(1,533,427,517)

Gross profit from commercial activities

662,041,158

542,435,091

331,591,760

415,642,012

General administrative expenses (-)

(334,657,153)

(270,966,707)

(153,864,277)

(122,921,686)

Marketing expenses (-)

(39,025,513)

(38,362,502)

(18,428,895)

(19,227,424)

Research and development expenses (-)

(24,680,371)

(23,014,663)

(12,259,276)

(7,385,001)

Other operating income

18

75,903,912

132,799,160

3,205,994

91,158,553

Other operating expenses (-)

18

(95,356,575)

(240,687,714)

(61,134,566)

(216,354,343)

Profit/(loss) from investments accounted

(85,637,952)

(160,146,624)

using the equity method

8

(121,103,047)

(111,035,912)

Operating profit/(loss)

158,587,506

(57,943,959)

(31,992,307)

29,876,199

Income from investment activities

19

1,365,302

19,982,591

742,397

9,510,826

Expense from investment activities (-)

19

(15,615,768)

(944,166)

(18,778,604)

(924,510)

Operating profit/(loss) before financial

144,337,040

income/expense

Financial income

20

64,868,941

Financial expenses (-)

20

(122,957,297)

Monetary (loss)/gain

(28,678,333)

Profit/(loss) before tax from continuing

57,570,351

operations

Continuing operations tax income/expense

(38,905,534)

(50,028,514)

38,462,515

203,988,445

8,844,629

126,898,011

(242,494,874)

(53,392,223)

(159,794,314)

(145,185,853)

6,071,397

(114,971,401)

(222,597,816)

(88,504,711)

(109,405,189)

- Current tax income/(expense)

21

-

(68,170,011)

29,013,313

(52,251,306)

- Deferred tax income/(expense)

21

(174,370,700)

128,243,001

(97,115,179)

60,919,391

Loss for the period from continuing

(116,800,349)

(162,524,826)

operations

(156,606,577)

(100,737,104)

Loss for the period

(116,800,349)

(162,524,826)

(156,606,577)

(100,737,104

Attributable to:

Non-controlling interests

-

-

-

-

Equity holders of the parent

(116,800,349)

(162,524,826)

(156,606,577)

(100,737,104)

Loss per share

22

-Loss per share from continuing operations

(0.15)

(0.21)

(0.21)

(0.13)

The accompanying notes are an integral part of these condensed consolidated financial information.

(3)

(Convenience translation of condensed consolidated financial information originally issued in Turkish)

Polisan Holding A.Ş.

Consolidated statement of other comprehensive income for the period between January 1 - June 30, 2024 and 2023

(Amounts expressed in Turkish Lira

("TRY") in

terms of

purchasing

power of

the TRY at

June 30, 2024 unless otherwise indicated.)

Current

Prior

Current

Prior

period

period

period

period

Not

Not

Reviewed

Reviewed

reviewed

reviewed

January 1 -

January 1 -

April 1-

April 1-

June 30,

June 30,

June 30,

June

Notes

2024

2023

2024

30,2023

Loss for the period

(116,800,349)

(162,524,826)

(156,606,577)

(100,737,104)

Other comprehensive income:

Items not to be reclassified to profit or loss

(32,681,560)

(37,832,812)

(5,488,295)

5,368,900

- Defined benefit plans re-measurement loss

12

(23,702,976)

(32,850,731)

(8,534,481)

5,959,297

- Defined benefit plans re-measurement loss,

2,133,620

(1,191,859)

tax effect

21

5,925,744

6,570,146

- Defined benefit plans re- measurement loss

1,216,755

751,827

of investment accounted by equity method

8

(19,872,437)

(14,440,284)

- Defined benefit plans re- measurement loss

of investment accounted by equity method, tax

(304,189)

(150,365)

effect

8

4,968,109

2,888,057

Items to be reclassified to profit or loss

(20,837,327)

16,970,696

(8,337,501)

21,731,626

- Currency translation differences

(15,044,600)

(12,586,160)

(5,112,199)

(4,101,778)

- Cash flow hedging gains of investments

-

5,346,193

valued by equity method

8

-

8,017,551

-Currency translation differences gains of

(3,225,302)

21,556,450

investments accounted using equity method

8

(5,792,727)

23,142,815

-Cash flow hedging gains of investments

-

(1,069,239)

valued by equity method, tax effect

8

-

(1,603,510)

Other comprehensive loss

(53,518,887)

(20,862,116)

(13,825,796)

27,100,526

Total comprehensive loss

(170,319,236)

(183,386,942)

(170,432,373)

(73,636,578)

Attributable to:

Non-controlling interest

-

-

-

-

Equity holders of the parent

(170,319,236)

(183,386,942)

(170,432,373)

(73,636,578)

The accompanying notes are an integral part of these condensed consolidated financial information.

(4)

(Convenience translation of condensed consolidated financial information originally issued in Turkish)

Polisan Holding A.Ş.

Consolidated statement of changes in equity for the period between January 1- June 30, 2024 and 2023

(Amounts expressed in Turkish Lira ("TRY") in terms of purchasing power of the TRY at June 30, 2024 unless otherwise indicated.)

Other accumulated

comprehensive income/

expense not to be

classified to profit or

loss

Other accumulated

Revaluation

comprehensiveincome/ expense to

Accumulated profit

gain/(losses)

be

classified to profit or loss

Defined benefit

Paid in share

Adjustment

Share

plans

Revaluation

Currency translation

Restricted

Retained

Equity holders of the

to share

premium/

remeasurement

increase related to

capital

capital

discounts

losses

tangible assets

differences

Hedge reserves

reserves

earnings Net profit/(loss)

parent

Balance at January 1, 2023

758,500,000

6,832,974,654

156,164,396

(58,423,333)

-

(163,694,929)

(6,414,041)

477,256,908

2,105,267,989

2,721,194,015

12,822,825,659

Dividends

-

-

-

-

-

-

-

-

(535,204,301)

-

(535,204,301)

Transfers

-

-

-

-

-

-

-

41,544,192

2,679,649,823

2,721,194,015

-

Total comprehensive loss

-

-

-

(37,832,812)

-

10,556,655

6,414,041

-

-

(162,524,826)

(183,386,942)

- Loss for the period

-

-

-

-

-

-

-

-

-

(162,524,826)

(162,524,826)

- Other comprehensive loss

-

-

-

(37,832,812)

-

10,556,655

6,414,041

-

-

-

(20,862,116)

Balance at June 30, 2023

758,500,000

6,832,974,654

156,164,396

(96,256,145)

-

(153,138,274)

-

518,801,100

4,249,713,511

(162,524,826)

12,104,234,416

Balance at January 1, 2024

758,500,000

6,832,974,654

156,164,396

(102,244,838)

Dividends

-

-

-

-

Transfers

-

-

-

-

Total comprehensive loss

-

-

-

(32,681,560)

- Loss for the period

-

-

-

-

- Other comprehensive loss

-

-

-

(32,681,560)

898.814.760

(199,703,744)

-

518,499,333

4,250,015,274

932,702,588

14,045,722,423

-

-

-

-

(94,557,690)

-

(94,557,690)

-

-

-

1,538,196

931,164,392

(932,702,588)

-

-

(20,837,327)

-

-

-

(116,800,349)

(170,319,236)

-

-

-

-

-

(116,800,349)

(116,800,349)

-

(20,837,327)

-

-

-

-

(53,518,887)

Balance at June 30, 2024

758,500,000

6,832,974,654

156,164,396

(134,926,398)

898.814.760

(220,541,071)

-

520,037,529

5,086,621,976

(116,800,349)

13,780,845,497

The accompanying notes are an integral part of these condensed consolidated financial information.

(5)

(Convenience translation of condensed consolidated financial information originally issued in Turkish)

Polisan Holding A.Ş.

Consolidated statement of cash flows for the period between January 1- June 30, 2024 and 2023

(Amounts expressed in Turkish Lira ("TRY") in terms of purchasing power of

the TRY at

June 30, 2024 unless otherwise indicated.)

Current period

Prior period

Reviewed

Reviewed

January 1 -

January 1 -

Notes June 30, 2024

June 30, 2023

A. Cash flows from operating activities:

Profit/(loss) for the period

  • Profit/(loss) for the period from continuing operations
    Adjustment for reconciliation of profit/(loss) for the period Adjustments for depreciation and amortization expenses Adjustments related to provisions
  • Adjustments related to provisions (cancellations) for benefits provided to employees

-Adjustments related to other provisions Adjustments related to impairment (cancellations)

  • Adjustments related to impairment of trade receivables (cancellations)
  • Adjustments related to impairment of inventories (cancellations) Adjustments for interest income and expense
  • Adjustments related to interest income
  • Adjustments related to interest expenses

-Deferred finance expense arising from forward purchases -Deferred financial income from deferred payment sale Adjustments related to undistributed profit/losses of investments accounted using the equity method

Adjustments to tax expense/income

Adjustments for profit/loss on sale of tangible assets Adjustments for profit/loss related to sale of investment property Adjustment related to unrealized foreign currency translation differences

Monetary gain/(loss)

Changes in working capital

Adjustments for increase/decrease in trade receivables Adjustments for increase/decrease in inventories Adjustments for increase/decrease in trade payables Adjustments for increase/decrease in deferred income Adjusments for increase/decrease in derivative liabilities Adjustments for increase/decrease in prepaid expenses Adjustments for increase/decrease in other assets related to operations

Adjustments for increase in other other receivables Adjustments for increase in other other payables Adjustments for increase/decrease in other liabilities Adjustments for increase / decrease in financial investments Adjustments for increase/decrease in employee benefit obligations

Cash flows from operating activities

Tax payments/refunds

Employee termination benefits paid

B. Cash flows from investing activities

Proceeds from sale of tangible assets

Cash outflows related to purchase of tangible and intangible assets Cash inflows from the sale of investment properties

Interest received

(29,260,956)

853,882,314

(116,800,349

(162,524,826)

(116,800,349

(162,524,826)

489,515,880

655,851,862

17

226,716,185

244,138,438

17,809,052

21,361,832

12

17,069,627

24,034,582

12

739,425

(2,672,750)

(39,702,429)

(27,774,571)

6

(3,903,282)

(694,680)

7

(35,799,147)

(27,079,891)

58,599,221

(14,757,397)

20

(25,341,893)

(93,854,076)

20

71,098,700

81,470,633

18

12,842,414

-

-

(2,373,954)

8

85,637,952

160,146,624

21

174,370,700

(60,072,990)

19

(103,501)

(318,449)

19

162,879

(18,768,757)

445,464,204

248,145,955

(479,438,383)

103,751,177

(304,072,495)

457,013,604

155,588,860

(91,156,018)

(708,732,805)

240,536,160

67,060,087

210,997,022

(35,373,018)

959,890

2,900,382

814,515

42,419,950

15,822,655

109,883,195

5,608,287

23,772,012

(55,536,150)

1,522,550

17,521,952

41,473,401

(26,131,774)

-

133,226,944

(4,587,109)

4,350,121

68,643,036

950,340,640

(76,002,151)

(28,733,970)

12

(21,901,841)

(67,724,356)

(236,905,773)

(51,741,058)

2,040,782

1,250,292

(268,229,336)

(206,353,517)

3,940,888

59,508,091

25,341,893

93,854,076

The accompanying notes are an integral part of these condensed consolidated financial information.

(6)

(Convenience translation of condensed consolidated financial information originally issued in Turkish)

Polisan Holding A.Ş.

Consolidated statement of cash flows for the period between January 1- June 30, 2024 and 2023

(Amounts expressed in Turkish Lira ("TRY") in terms

of purchasing power of

the TRY at

June 30, 2024 unless otherwise indicated.)

Current period

Current period

Reviewed

Reviewed

January 1 -

January 1 -

Notes

June 30, 2024

June 30, 2023

C. Cash flows from financing activities

(78,848,158)

(736,968,188)

Cash inflows from borrowings obtained

5

853,420,822

755,944,215

Cash outflows related to loan repayments

5

(766,635,337)

(884,329,224)

Cash outflows related to debt payments arising from lease

(22,355,800)

(13,647,957)

agreements

5

Interest paid

(48,720,153)

(59,730,921)

Dividends paid

(94,557,690)

(535,204,301)

Net increase/decrease in cash and cash equivalents before

(345,014,887)

65,173,068

the impact of currency translation differences(A+B+C)

  1. Impact of currency translation differences on cash and cash equivalents

Net increase/(decrease) in cash and cash equivalents (A+B+C+D)

E. Cash and cash equivalents at the beginning of the period F. Inflation Effect on Cash and Cash Equivalents

Cash and cash equivalents at the end of the period (A+B+C+D+E+F)

--

(345,014,887) 65,173,068

4 524,273,399 976,582,935

(103,962,230) (501,439,990)

4

75,296,282

540,316,013

The accompanying notes are an integral part of these condensed consolidated financial information.

(7)