Polisan Holding AsBIST: POLHO

2Q 2025 Financial Report

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(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, 2025 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 2025 and the consolidated statements of profit or loss and 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 2025, 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.

Beste Ortaç, SMMM

Independent Auditor Istanbul, 14 August 2025

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, https://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 NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION 7-49

Note 1. Group's organization and nature of operations 7-8

Note 2. Basis of presentation of financial information 9-14

Note 3. Segment reporting 14-18

Note 4. Cash and cash equivalents 19

Note 5. Financial borrowings 20-21

Note 6. Trade receivable and payables 22-23

Note 7. Inventories 23

Note 8. Investments accounted using the equity method 24-25

Note 9. Investment properties 26

Note 10. Right of use assets 27

Note 11. Property, plant and equipments 28

Note 12. Provisions, contingent assets and liabilities 29-31

Note 13. Assets held for sale 32

Note 14. Capital, reserves and other equity items 32-33

Note 15. Revenue and cost of sales 34

Note 16. Expenses by nature 35

Note 17. Other income and expenses from operations 35

Note 18. Income and expenses from investment activities 36

Note 19. Financial income and expenses 36

Note 20. Net monetary position gains/(losses) 37

Note 21. Liabilities related to assets held for sale and disposal groups classified as held for sale 37-38

Note 22. Income taxes (including deferred tax assets and liabilities) 39-42

Note 23. Losses per share 42

Note 24. Related party disclosures 43-44

Note 25. Nature and level of risk derived from financial instruments 44-48

Note 26. Financial instruments (fair value and hedge accounting disclosures) 48-49

Note 27. Subsequent events 49

Current period

Prior period

Reviewed

Audited

Assets

Notes

30 June 2025

31 December 2024

Current assets

2,929,747,865

3,079,629,864

Cash and cash equivalents

4

62,826,915

594,019,089

Trade receivables

6

1,103,672,233

1,458,062,300

- Trade receivables from related parties

24

8,527,734

13,460,705

- Trade receivables from third parties

1,095,144,499

1,444,601,595

Other receivables

25,382,476

41,302,869

- Other receivables from third parties

25,382,476

41,302,869

Inventories

7

341,187,922

551,130,219

Prepaid expenses

175,716,657

46,814,234

Current income tax assets

735,006

1,005,238

Other current assets

267,105,020

234,746,246

Sub-total

1,976,626,229

2,927,080,195

Assets held for sale

13,21

953,121,636

152,549,669

Non-current assets

18,442,499,608

19,619,257,155

Other receivables

663,480

1,181,415

- Other receivables from third parties

663,480

1,181,415

Investments accounted using the equity method

8

4,435,062,908

4,760,278,361

Investment properties

9

5,078,674,258

5,078,674,258

Tangible assets

11

8,208,894,500

8,302,940,906

Right of use assets

10

477,792,127

494,490,980

Intangible assets

34,835,109

29,330,948

Prepaid expenses

56,217,647

471,626,156

Deferred tax assets

22

150,359,579

480,734,131

Total assets

21,372,247,473

22,698,887,019

Current period

Prior period

Reviewed

Audited

Liabilities

Notes

30 June 2025

31 December 2024

Current liabilities

2,211,139,477

3,329,562,962

Short-term borrowings

5

1,066,346,108

1,576,442,579

Short-term portion of long-term borrowings

5

36,564,924

274,442,384

Trade payables

6

735,266,520

1,201,125,455

- Trade payables to related parties

24

1,360,822

402,960

- Trade payables to third parties

733,905,698

1,200,722,495

Employee benefit obligations

37,371,626

50,679,054

Other payables

13,007,575

24,033,215

- Other payables to third parties

13,007,575

24,033,215

Current income tax liability

37,020,860

26,646,924

Short-term provisions

12

39,053,832

100,900,652

- Short-term provisions for employee benefits

35,811,579

96,230,557

- Other short-term provisions

3,242,253

4,670,095

Other current liabilities

3,273,934

75,292,699

Sub-total

1,967,905,379

3,329,562,962

Liabilities related to asset groups classified as held for sale

21

243,234,098

-

Non-current assets

1,662,112,779

1,361,635,375

Long-term borrowings

5

782,540,998

132,870,476

Trade payables

115,830

-

- Trade payables to third parties

115,830

-

Long-term provisions

12

82,906,966

91,105,273

- Provisions for employee termination benefits

82,906,966

91,105,273

Deferred tax liabilities

22

796,548,985

1,137,659,626

Equity

17,498,995,217

18,007,688,682

Equity holders of the parent

Paid-in share capital

14

3,774,776,170

758,500,000

Adjustment to share capital

14

9,493,690,689

9,493,690,689

Share premium/discounts

14

210,898,045

210,898,045

Other comprehensive income/expense not to be reclassified to profit or loss

1,016,874,674

1,023,694,086

- Revaluation and measurement gain / loss

1,016,874,674

1,023,694,086

Defined benefit plans re-measurement loss

(196,963,313)

(190,143,901)

Revaluation increase related to tangible assets

1,213,837,987

1,213,837,987

Other comprehensive expense to be reclassified to

profit/(loss)

(387,264,238)

(314,932,585)

-Currency translation differences

(387,264,238)

(314,932,585)

Restricted reserves

14

700,226,805

700,226,805

Retained earnings

3,119,335,472

6,874,470,469

Loss for the period

(429,542,400)

(738,858,827)

Total liabilities and equity

21,372,247,473

22,698,887,019

Current period

Prior period

Current period

Prior period

Reviewed

Reviewed

Not reviewed

Not reviewed

Notes

January 1 -

June 30, 2025

January 1 -

June 30, 2024

April 1 -

June 30, 2025

April 1 -

June 30, 2024

Profit and loss

Revenue

15

2,823,045,672

3,245,420,788

1,475,717,366

1,570,213,575

Cost of sales (-)

15

(2,172,219,017)

(2,316,831,573)

(1,140,320,833)

(1,111,419,381)

Gross profit from commercial activities

650,826,655

928,589,215

335,396,533

458,794,194

Research and development expenses (-)

(40,243,706)

(33,330,594)

(20,761,777)

(16,556,112)

Marketing expenses (-)

(50,328,946)

(45,015,601)

(24,704,909)

(21,162,492)

General administrative expenses (-)

(346,201,631)

(390,122,505)

(159,028,568)

(181,268,910)

Other operating income

17

72,375,262

54,012,124

29,376,977

6,394,936

Other operating expenses (-)

17

(70,302,517)

(81,580,255)

(31,166,414)

(34,015,841)

Profit/(loss) from investments accounted using the equity method

8

(322,357,619)

(115,653,198)

(159,764,030)

(163,548,221)

Operating profit/(loss)

(106,232,502)

316,899,186

(30,652,188)

48,637,554

Income from investment activities

18

17,831,522

1,843,827

15,576,646

1,002,597

Expense from investment activities (-)

18

(4,097,078)

(21,088,939)

(3,932,942)

(25,360,290)

Operating profit/(loss) before financial income/expense

(92,498,058)

297,654,074

(19,008,484)

24,279,861

Financial income

19

76,713,577

87,595,108

28,090,822

11,945,249

Financial expenses (-)

19

(216,362,834)

(128,545,740)

(122,284,679)

(53,016,174)

Monetary (loss)/gain

20

24,534,722

(38,729,802)

4,472,948

8,199,132

Profit/(loss) before tax from continuing operations

(207,612,593)

217,973,640

(108,729,393)

(8,591,932)

Continuing operations tax income/expense

- Current tax expense

22

(24,865,936)

-

(12,922,779)

39,182,000

- Deferred tax income/expense

22

8,630,341

(223,521,726)

71,931,140

(338,675,026)

Profit/(loss) for the period from continuing operations

(223,848,188)

(5,548,086)

(49,721,032)

(308,084,958)

Profit/(loss) for the period from discontinuing operations

21

(205,694,212)

(152,189,619)

(54,960,200)

(122,895,996)

Loss for the period

(429,542,400)

(157,737,705)

(104,681,232)

(430,980,954)

Attributable to:

Non-controlling interests

-

-

-

-

Equity holders of the parent

(429,542,400)

(157,737,705)

(104,681,232)

(430,980,954)

Earnings/(loss) per share

23

(0.406)

(0.149)

(0.099)

(0.407)

-Earnings/(loss) per share from continuing operations

(0.211)

(0.005)

(0.047)

(0.291)

-Earnings/(loss) per share from discontinued operations

(0.194)

(0.144)

(0.052)

(0.116)

June 30, 2025 unless otherwise indicated.)

Current period

Prior period

Current period

Prior period

Reviewed

Reviewed

Not reviewed

Not reviewed

Notes

January 1 -

June 30, 2025

January 1 -

June 30, 2024

April 1 -

June 30, 2025

April 1 -

June 30, 2024

Profit/(loss) for the period

(429,542,400)

(157,737,705)

(104,681,232)

(430,980,954)

Other comprehensive income:

Items not to be reclassified to profit or loss

(6,819,412)

(44,136,119)

29,904,641

(7,412,066)

- Defined benefit plans re-measurement loss

12

(8,422,996)

(32,010,632)

12,061,806

(11,525,830)

- Defined benefit plans re-measurement loss, tax effect

22

2,105,750

8,002,658

(3,015,451)

2,881,457

- Defined benefit plans re- measurement loss of investment accounted by equity method

8

(669,554)

(26,837,527)

27,811,049

1,643,076

- Defined benefit plans re- measurement loss of investment accounted by equity method, tax effect

8

167,388

6,709,382

(6,952,763)

(410,769)

Items to be reclassified to profit or loss

(72,331,653)

(28,140,602)

(55,450,848)

(11,259,797)

- Currency translation differences

(69,975,985)

(20,317,582)

(56,562,443)

(6,904,040)

- Currency translation differences of investment accounted by equity method

8

(2,355,668)

-

1,111,595

3,467,263

Cash flow hedging gains of investments valued using the equity method

8

-

(7,823,020)

-

(7,823,020)

Cash flow hedging gains of investments valued by equity method, tax effect

8

-

-

-

-

Other comprehensive expense

(79,151,065)

(72,276,721)

(25,546,207)

(18,671,863)

Total comprehensive income/(loss)

(508,693,465)

(230,014,426)

(130,227,439)

(449,652,817)

Attributable to:

Non-controlling interest

-

-

-

-

Equity holders of the parent

(508,693,465)

(230,014,426)

(130,227,439)

(449,652,817)

(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, 2025 and 2024

(Amounts expressed in Turkish Lira ("TRY") in terms of purchasing power of the TRY at June 30, 2025 unless otherwise indicated.)

Other accumulated comprehensive income/ expense not to be classified to profit or loss

Revaluation and measurement gain / loss

Other accumulated comprehensive income/ expense

to be classified to profit or loss Accumulated profit

Notes

Paid in share

capital

Adjustment to share capital

Share

premiums/ discounts

Defined benefit plans re-measurement losses

Revaluation increase related to tangible assets

Currency

translation differences

Losses on cash

flow hedge

Restricted reserves

Retained earnings

Net profit /

(loss)

Total equity

Balance at 1 January 2024

758,500,000

9,493,719,174

210,898,629

(138,080,631)

1,213,840,345

(269,697,909)

-

700,228,164

5,739,603,127

1,259,605,518

18,968,616,417

Transfers

-

-

-

-

-

-

-

2,077,318

1,257,528,200

(1,259,605,518)

-

Total comprehensive income

-

-

-

(44,136,119)

-

(28,140,602)

-

-

-

(157,737,705)

(230,014,426)

- Loss for the period

-

-

-

-

-

-

-

-

-

(157,737,705)

(157,737,705)

- Other comprehensive expense

-

-

-

(44,136,119)

-

(28,140,602)

-

-

-

-

(72,276,721)

Balance at 30 June 2024

758,500,000

9,493,719,174

210,898,629

(182,216,750)

1,213,840,345

(297,838,511)

-

702,305,482

6,997,131,327

(157,737,705)

18,738,601,991

Balance at 1 January 2025

758,500,000

9,493,690,689

210,898,045

(190,143,901)

1,213,837,987

(314,932,585)

-

700,226,805

6,874,470,469

(738,858,827)

18,007,688,682

Transfers

-

-

-

-

-

-

-

-

(738,858,827)

738,858,827

-

Capital increase

3,016,276,170

-

-

-

-

-

-

-

(3,016,276,170)

-

-

Total comprehensive income

-

-

-

(6,819,412)

-

(72,331,653)

-

-

-

(429,542,400)

(508,693,465)

- Loss for the period

-

-

-

-

-

-

-

-

-

(429,542,400)

(429,542,400)

- Other comprehensive expense

-

-

-

(6,819,412)

-

(72,331,653)

-

-

-

-

(79,151,065)

Balance at 30 June 2025

3,774,776,170

9,493,690,689

210,898,045

(196,963,313)

1,213,837,987

(387,264,238)

-

700,226,805

3,119,335,472

(429,542,400)

17,498,995,217

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

Current period

Prior period

Reviewed

Reviewed

1 January -

1 January -

Notes

30 June 2025

30 June 2024

A. Cash flows from operating activities:

(94,515,379)

(109,624,497)

Profit for the period

(429,542,400)

(157,737,705)

- Profit for the period from continuing operations

(223,848,188)

(5,548,086)

- Profit for the period from discontinuing operations

(205,694,212)

(152,189,619)

Adjustment for reconciliation of profit for the period

918,992,558

590,978,434

Adjustments for depreciation and amortization expenses

16

273,832,403

288,606,155

Adjustments related to provisions

20,332,269

24,050,946

- Adjustments related to provisions (cancellations) for benefits provided to employees

12

18,835,652

23,052,360

- Adjustments related to other provisions (reversals)

12

1,496,617

998,586

Adjustments related to impairment (cancellations)

(506,641)

(43,074,887)

- Adjustments related to impairment of trade receivables (cancellations)

6

(506,641)

5,271,503

- Adjustments related to impairment of inventories (cancellations)

7

-

(48,346,390)

Adjustments for profit/loss on sale of tangible assets

18

(14,387,680)

(103,501)

Adjustmets for profit/loss related to sale of investment property

18

-

162,879

Adjustments related to undistributed profit/losses of investments accounted using the equity method

8

322,357,619

115,653,198

Adjustments to tax expense/income

22

16,235,596

235,485,887

Adjustments for interest income and expense

47,916,339

47,760,679

- Adjustments related to interest income

19

(35,080,856)

(34,223,973)

- Adjustments related to interest expenses

19

80,945,548

64,641,100

- Deferred financial expense from deferred payment sale

17

7,902,862

17,343,552

- Deferred financial income from deferred payment sale

17

(5,851,215)

-

Adjustment related to unrealized foreign currency translation differences

346,940,394

601,594,953

Moneraty gain /(loss)

(93,727,741)

(679,157,875)

Changes in working capital

(487,516,318)

(410,646,864)

Adjustments for increase/decrease in trade receivables

91,699,720

210,121,200

Adjustments for increase/decrease in inventories

(14,797,913)

(957,136,566)

Adjustments for increase in other operational receivables

15,204,481

32,103,864

Adjustments for increase/decrease in prepaid expenses

(129,554,041)

57,287,718

Adjustments for increase/decrease in other assets related to operations

(34,092,274)

148,396,156

Adjustments for increase/decrease in trade payables

(395,732,014)

90,563,977

Adjustments for increase in other operational payables

(10,982,282)

2,056,189

Adjustments for increase/decrease in employee benefit obligations

(5,254,858)

(6,194,845)

Adjustments for increase/decrease in other operational liabilities

(4,007,137)

12,155,443

Cash flows from operating activities

1,933,840

22,593,865

Tax payments/refunds

(14,221,768)

(102,640,145)

Provisions for lawsuits paid

12

(2,257,046)

-

Employee termination benefits paid

12

(79,970,405)

(29,578,217)

B. Cash flows from investing activities

(322,820,211)

(319,938,877)

Proceeds from sale of tangible/intangible assets

17,973,883

2,756,056

Purchase of tangible/intangible assets

(375,874,950)

(362,241,036)

Proceeds from sale of investment properties

-

5,322,130

Interest received

35,080,856

34,223,973

C. Cash flows from financing activities

(28,964,712)

(36,375,781)

Cash inflows from borrowings obtained

5

1,901,710,687

1,152,536,286

Cash outflows related to loan repayment

5

(518,974,168)

(1,035,333,356)

Cash outflows from lease agreements

5

(26,442,872)

(30,191,284)

Interest paid

(79,666,814)

(65,796,079)

Cash flow from discontinued operations

(1,305,591,545)

(57,591,348)

Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C)

(446,300,302)

(465,939,155)

Change in cash and cash equivalents (A+B+C)

(446,300,302)

(465,939,155)

Cash and cash equivalents at the beginning of the period

594,019,089

708,025,983

Inflation impact on cash and cash equivalents

4

(84,891,872)

(140,399,952)

Cash and cash equivalents at the end of the period

4

62,826,915

101,686,876

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

1.Group's organization and nature of operations

Polisan Holding A.Ş. ("Polisan Holding" or the "Company") is established in order to maintain coordination within the companies, in which it has capital and management contribution, provide guidance and management and ensure to operate with using advanced techniques in planning, marketing and finance, fund management, legal affairs, human resources and information technologies areas for them. The Company operates in several industries particularly in commerce, industry, agriculture, tourism, real estate, mining and finance and engages in various other activities by contributing to the capital and management of domestic and foreign companies.

The Company was founded in 2000 and the Company's registered office is located in Dilovası Organize Sanayi Bölgesi 1.Kısım Liman Cad. No: 7 Dilovası/Kocaeli.

Istanbul branch of the Company is located in Hilltown AVM, Aydınevler Mah. Siteler Yolu Cad. 28 No:1/A Maltepe/İstanbul.

Subsidiaries, joint ventures and associates of the Company (altogether referred to as the "Group") are as follows:

  • Polisan Kansai Boya Sanayi ve Ticaret A.Ş.

  • Tintomix Pigment Pasta Sanayi A.Ş.

  • Polisan Kimya Sanayii A.Ş.

  • Poliport Kimya Sanayi ve Ticaret A.Ş.

  • Rohm and Haas Kimyasal Ürünler Üretim Dağıtım ve Tic. A.Ş.

  • Polisan Hellas S.A.

  • Polisan Yapıkim Yapı Kimyasalları San. ve Tic. A.Ş.

    The Group's main operations are in Turkey and gathered under the major segments which are listed below;

  • Production and sale of chemical products

  • Production and sale of paint

  • Production and sale of concrete chemicals

  • Port, storage and warehousing services

  • Service

The average number of employees of the Company, it's subsidiaries and joint ventures for the year ended June 30, 2025 is 986 (December 31, 2024: 1,109). In calculating the average numbers, the number of employees of Polisan Kansai Boya and Rohm and Haas was not weighted in proportion to the Group's share, but was taken as an integer.

Subsidiaries:

Polisan Kimya Sanayii A.Ş. ("Polisan Kimya"):

Operating activity of Polisan Kimya is the production and sale of formaldehyde, formaldehyde resins, construction chemicals and AUS 32.

Polisan Kimya was established in 1964 and company's registered office is located in Dilovası Organize Sanayi Bölgesi 1. Kısım Liman Cad. No: 7 Dilovası/Kocaeli.

Poliport Kimya Sanayi ve Ticaret A.Ş. ("Poliport"):

Operating activities of Poliport are bulk liquid storage services, A-type general warehouse services, loading and unloading services for dry bulk and general cargo vessels.

Poliport was established in 1971 and company's registered office is located in Dilovası Organize Sanayi Bölgesi 1. Kısım Liman Cad. No:7 Dilovası/Kocaeli.

  1. Group's organization and nature of operations (Continued)

    Subsidiaries(continued):

    Polisan Hellas S.A. ("Hellas"):

    Polisan Hellas S.A. was established on July 29, 2013 in Athens, Greece. Polisan Hellas S.A. is operating in the plastic products industry. The facility engages in the production of Polyethylene Terephthalate (PET) granule and preform, which has an extensive area of use such as beverage, food, and drink containers and synthetic fiber.

    -Polisan Yapıkim Yapı Kimyasalları San. ve Tic. A.Ş. ("Polisan Yapıkim"):

    Operating activity of Polisan Kimya is construction chemicals.

    Polisan Yapıkim was established in 2022 and company's registered office is located in Dilovası Organize Sanayi Bölgesi 1. Kısım Liman Cad. No: 7 Dilovası / Kocaeli.

    Polisan Kimya's construction chemicals activities are carried out by Polisan Yapıkim Yapı Kimyasalları San. ve Tic.

    A.Ş. with the same partnership structure, as of September 30, 2022.

    Joint ventures and Associates:

    Polisan Kansai Boya Sanayi ve Ticaret A.Ş. ("Polisan Kansai Boya")

    Operating activity of Polisan Kansai Boya is the production and sale of paint, varnish, resin and other surface coating and insulation materials.

    Polisan Kansai Boya was established in 1975 and company's registered office is located in Dilovası Organize Sanayi Bölgesi 1. Kısım Liman Cad. No: 7 Dilovası/Kocaeli.

    Following the sale of 50% shares of Polisan Kansai Boya to Kansai Paint Co. Ltd. on December 21, 2016; the title

    has been changed as Polisan Kansai Boya Sanayi ve Ticaret A.Ş.

    Since this transaction is a sale of subsidiary's shares resulting in loss of control, Polisan Kansai Boya is considered

    as joint ventures after the share sale and accounted by using the equity method.

    Tintomix Pigment Pasta Sanayi A.Ş. ("Tintomix"):

    Tintomix, Polisan Kansai Boya ongoing development of the business as well as pigment pastes and operates inside and outside of Turkey.

    Tintomix was established in 2018 and company's registered office is located in Maden Mahallesi, Kasap Çayırı Mevkii Medya kent A9 No:2 Sarıyer/Istanbul.

    Rohm and Haas Kimyasal Ürünler Üretim Dağıtım ve Tic. A.Ş. ("Rohm and Haas")

    Operating activity of Rohm and Haas is purchasing, selling, marketing and trading of emulsion polymers and their raw materials.

    Rohm and Haas was established in 2004, and company's registered office is located in Içerenköy Mah. Umut Sok. No: 10/12 Kat: 3 Ataşehir/Istanbul. As of June 30, 2025 the average number of personnel employed by Rohm and Haas is 50 (December 31, 2024: 49).

    Approval of the financial statements

    The condensed consolidated financial information was approved and authorized for issue by the Board of Directors on August 14, 2025. The General Assembly has the authority to amend the condensed consolidated financial information.

  2. Basis of presentation of financial information
    1. Basis of presentation
      1. Applicable financial reporting standards

        The accompanying condensed consolidated financial information is prepared in accordance with Communiqué Serial II, No: 14,1, "Principles of Financial Reporting in Capital Markets" ("the Communiqué") published in the Official Gazette numbered 28676 on June 13, 2013. According to Article 5 of the Communiqué, consolidated financial statements are prepared in accordance with the Turkish Accounting Standards issued by Public Oversight Accounting and Auditing Standards Authority ("POA/ASA"), TAS contains Turkish Accounting Standards, Turkish Financial Reporting Standards ("TFRS") and its addendum and interpretations ("IFRIC"). The consolidated financial statements of the Group are prepared as per the CMB announcement of October 4, 2022 relating to financial statements presentations.

        Polisan Holding and its Subsidiaries, Joint venture and Associate registered in Turkey maintain their books of account and prepare their statutory financial statements in accordance with regulations issued by CMB, the Turkish Commercial Code ("TCC"), tax legislation and the Uniform Chart of Accounts issued by the Ministry of Finance. The subsidiary operating in a foreign country maintains its books of account in accordance with the laws and regulations in force in the countries in which they are registered. The consolidated financial statements have been prepared in TRY by considering certain adjustments and reclassifications for the purpose of fair presentation in accordance with the Turkish Accounting Standards issued by the POA.

        In accordance with the TAS, the entities are allowed to prepare a complete or condensed set of interim financial statements in accordance with TAS 34, "Interim Financial Reporting". In this respect, the Group has preferred to prepare condensed consolidated financial information in the interim periods.

      2. Financial reporting in hyperinflationary economy

With the announcement made by the Public Oversight Accounting and Auditing Standards Authority (POA) on November 23, 2023, entities applying TFRSs have started to implement inflation accounting in accordance with IAS

29 Financial Reporting in Hyperinflationary Economies in their financial statements for annual reporting periods ending on or after December 31, 2024. IAS 29 is applied to the financial statements, including the consolidated financial statements, of entities whose functional currency is that of a hyperinflationary economy. The accompanying financial statements, except for financial investments and derivative instruments measured at fair value and land, land improvements, buildings, port facility and investment properties measured at revalued amounts, have been prepared on the historical cost basis. These financial statements, together with all comparative amounts from prior periods, have been restated to reflect the changes in the general purchasing power of the Turkish Lira in accordance with IAS 29 and are expressed in terms of the purchasing power of the Turkish Lira as of June 30, 2025. Accordingly, the Group has also presented its consolidated financial statements as of June 30, 2024 and December 31, 2024 on the basis of purchasing power as of June 30, 2025.

In accordance with the decision numbered 81/1820 dated 28 December 2023, of the Capital Markets Board ("CMB"), it has been decided to apply the provisions of TMS 29 starting from the annual financial reports of issuers and capital market institutions subject to financial reporting regulations applying Turkish Accounting/Financial Reporting Standards as of December, 31 2023, and for subsequent financial periods, in order to implement inflation accounting.

  1. Basis of presentation of financial information (Continued)
    1. Basis of presentation (continued)
      1. Financial reporting in hyperinflationary economy (continued)

        On the application of TAS 29, the entity used the conversion coefficient derived from the Customer Price Indexes (CPI) published by Turkey Statistical Institute according to directions given by POA. The CPI for current and previous year periods and corresponding conversion factors since the time when the Turkish lira previously ceased to be considered currency of hyperinflationary economy were as follow:

        Date

        Index

        Correction Coefficient

        3-Year Compound Inflation Rate

        30 June 2025

        3132.17

        1

        220%

        31 December 2024

        2684.55

        1.16674

        291%

        30 June 2024

        2319.29

        1.35049

        324%

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

        • Current period consolidated financial statements prepared in TRY are expressed in terms of the purchasing power at the balance sheet date, and amounts from previous reporting periods are also adjusted and expressed in terms of the purchasing power at the end of the reporting period.

        • Monetary assets and liabilities are not adjusted as they are already expressed in terms of the current purchasing power at the balance sheet date. In cases where the inflation-adjusted values of non-monetary items exceed their recoverable amount or net realizable value, the provisions of TAS 36 "Impairment of Assets" and TAS 2 "Inventories" are applied, respectively.

        • Non-monetary assets and liabilities and equity items that are not expressed in terms of the current purchasing power at the balance sheet date have been adjusted using the relevant adjustment coefficients.

        • All items in the comprehensive income statement, except for those that have an impact on the comprehensive income statement of non-monetary items on the balance sheet, have been indexed using the coefficients calculated for the periods when the income and expense accounts were first reflected in the financial statements.

        • The effect of inflation on the Group's net monetary asset position in the current period is recorded in the monetary gain/loss account in the consolidated income statement.

        • Revaluation increase related to tangible assets and other reserves items were transferred to Retained earnings and balanced to zero in the statement of financial position dated January 1, 2022, when TMS 29 was first applied.

          1. Basis of presentation of financial information (Continued)
            1. Basis of presentation (continued)
      2. Functional and presentation currency

        The functional and presentation currency of the Company and its subsidiaries registered in Turkey is Turkish Lira

        ("TRY").

        The functional currency of Rohm and Haas, associate of the Group is USD.

        The functional currency of Polisan Hellas S.A., a subsidiary of the Group operating in Greece is EURO.

        The financial and operational results of each company are presented in TRY, which is the functional currency of the Company and the presentation currency of the consolidated financial statements.

      3. Financial statements of subsidiaries operating in countries other than Turkey

        Financial statements of subsidiary operating abroad Turkey are adjusted to the TAS/TFRS promulgated by the POA to reflect the proper presentation and content. Related subsidiary's assets and liabilities are translated into TRY from the foreign exchange rate at the reporting date and income and expenses are translated into TRY at the average foreign exchange rate. Exchange differences arising from using of period end and average rates are included in the "currency translation difference" account under the shareholders' equity.

    2. The new standards, amendments and interpretations

The accounting policies adopted in preparation of the condensed consolidated financial statements as at June 30, 2025 are consistent with those of the previous financial year, except for the adoption of new and amended TFRS and TFRIC interpretations effective as of January 1, 2025. The effects of these standards and interpretations on the Group's financial position and performance have been disclosed in the related paragraphs.

  1. Standards, amendments, and interpretations applicable as of 30 June 2025:

    • Amendments to IAS 21 - Lack of Exchangeability; effective from annual periods beginning on or after 1 January 2025. An entity is impacted by the amendments when it has a transaction or an operation in a foreign currency that is not exchangeable into another currency at a measurement date for a specified purpose. A currency is exchangeable when there is an ability to obtain the other currency (with a normal administrative delay), and the transaction would take place through a market or exchange mechanism that creates enforceable rights and obligations.
  2. Standards, amendments, and interpretations that are issued but not effective as of 30 June 2025:

  • Amendment to IFRS 9 and IFRS 7 - Classification and Measurement of Financial Instruments; effective from annual reporting periods beginning on or after 1 January 2026 (early adoption is available). These amendments:
    • clarify the requirements for the timing of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system;

    • clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion;

    • add new disclosures for certain instruments with contractual terms that can change cash flows (such as some instruments with features linked to the achievement of environment, social and governance (ESG) targets); and

    • make updates to the disclosures for equity instruments designated at Fair Value through Other Comprehensive Income (FVOCI).

2. Basis of presentation of financial information (Continued)
    1. The new standards, amendments and interpretations (Continued)
      • Annual improvements to IFRS - Volume 11; effective from annual periods beginning on or after 1 January 2026 (earlier application permitted). Annual improvements are limited to changes that either clarify the wording in an Accounting Standard or correct relatively minor unintended consequences, oversights or conflicts between the requirements in the Accounting Standards. The 2024 amendments are to the following standards:
        • IFRS 1 First-time Adoption of International Financial Reporting Standards;

        • IFRS 7 Financial Instruments: Disclosures and its accompanying Guidance on implementing IFRS 7;

        • IFRS 9 Financial Instruments;

        • IFRS 10 Consolidated Financial Statements; and

        • IAS 7 Statement of Cash Flows.

      • Amendment to IFRS 9 and IFRS 7 - Contracts Referencing Nature-dependent Electricity; effective from annual periods beginning on or after 1 January 2026 but can be early adopted subject to local endorsement where required. These amendments change the 'own use' and hedge accounting requirements of IFRS 9 and include targeted disclosure requirements to IFRS 7. These amendments apply only to contracts that expose an entity to variability in the underlying amount of electricity because the source of its generation depends on uncontrollable natural conditions (such as the weather). These are described as 'contracts referencing nature-dependent electricity'.

      • IFRS 18 Presentation and Disclosure in Financial Statements; effective from annual periods beginning on or after 1 January 2027. This is the new standard on presentation and disclosure in financial statements, with a focus on updates to the statement of profit or loss. The key new concepts introduced in IFRS 18 relate to:
        • the structure of the statement of profit or loss;

        • required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity's financial statements (that is, management-defined performance measures); and

        • enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general.

      • IFRS 19 Subsidiaries without Public Accountability: Disclosures; effective from annual periods beginning on or after 1 January 2027. This new standard works alongside other IFRS Accounting Standards. An eligible subsidiary applies the requirements in other IFRS Accounting Standards except for the disclosure requirements and instead applies the reduced disclosure requirements in IFRS 19. IFRS 19's reduced disclosure requirements balance the information needs of the users of eligible subsidiaries' financial statements with cost savings for preparers. IFRS 19 is a voluntary standard for eligible subsidiaries. A subsidiary is eligible if:
        • it does not have public accountability; and

        • it has an ultimate or intermediate parent that produces consolidated financial statements available for public use that comply with IFRS Accounting Standards.

    2. Changes in Accounting Policies, Estimates and Errors

      Any change in accounting policies resulting from the first time adoption of a new TAS/TFRS is made either retrospectively or prospectively in accordance with the transition requirements of TAS/TFRS. Changes without any transition requirement, material changes in accounting policies or material errors are corrected, retrospectively by restating the prior period consolidated financial statements.

      If changes in accounting estimates are related to only one period, they are recognized in the period when the changes are applied; if changes in estimates are related to future periods, they are recognized both in the period where the change is applied and in future periods prospectively. There has been no change in the Group's accounting policies and estimates in the current period.

      2. Basis of presentation of financial information (Continued)
    3. Summary of significant accounting policies Group accounting
      1. The consolidated financial statements include the accounts of the parent company Polisan Holding, its Subsidiaries, Joint Ventures and Associates on the basis set out in sections (b) to (d) below. The financial statements of the companies included in the scope of consolidation have been prepared as of the date of the consolidated financial statements with adjustments and reclassifications for the purpose of fair presentation in accordance with "TAS/TFRS" and the application of uniform accounting policies and presentation.

      2. Subsidiaries are companies on which the Company has rights or exposed to variable returns from its involvement with the investee and at the same time it has the power to affect these returns through its power over the investee by constituting the power to control the activities of these companies. Subsidiaries are consolidated from the date on which the control is transferred to the Group and are no longer consolidated from the date that the control ceases. The statement of financial position and the statement of profit or loss of the subsidiaries are consolidated on a line-by-line basis and the carrying value of the subsidiaries held by the Company is eliminated against the related equity of the Subsidiaries. Intercompany transactions and balances between the Company and its Subsidiaries are eliminated during the consolidation. The nominal amount of the shares held by the Company in its Subsidiaries and the associated dividends are eliminated from equity and income for the period, respectively.

        As of June 30, 2025 and December 31, 2024 the Group's proportion of ownership interests of subsidiaries has been

        shown in the following table:

        Title of the subsidiary

        Shares owned by the Group (%)

        Effective ownership rate (%)

        June 30, 2025 December 31, 2024

        June 30, 2025 December 31, 2024

        Polisan Kimya

        100.00

        100.00

        100.00

        100.00

        Poliport

        100.00

        100.00

        100.00

        100.00

        Polisan Hellas

        100.00

        100.00

        100.00

        100.00

        Polisan Yapıkim

        100.00

        100.00

        100.00

        100.00

      3. Joint ventures and Associates are accounted using the equity method. Associates are companies in which the Group has voting power between 20% and 50% or the Group has power to participate in the financial and operating policy decisions but not control them. Unrealized gains or losses arising from transactions between the Group and its joint ventures and associates are eliminated to the extent of the Group's interest in the joint ventures and associates.

        Investment in Associate and Joint venture is recognized at cost, and the carrying amount is increased or decreased to recognize the Company's share of the profit or loss after the date of acquisition. Any impairment losses are also deducted from the carrying value of investment.

        The table below sets out ownership interests of the Group in its joint ventures and associates included as of June 30, 2025 and December 31, 2024:

        Title of the ownership Type of ownership Shares owned directly and indirectly by the Group (%) Effective ownership rate (%)

        June 30,

        December 31,

        June 30,

        December

        2025

        2024

        2025

        31, 2024

        Polisan Kansai Boya

        Joint venture

        50.00

        50.00

        50.00

        50.00

        Tintomix

        Joint venture

        51.00

        51.00

        25.50

        25.50

        Rohm and Haas

        Associate

        40.00

        40.00

        40.00

        40.00

      4. The companies, in which the total voting rights of the Group is below 20%, or above 20% but the Group does not exercise a significant influence, or considered as not significant to the consolidated financial statements are classified as available-for-sale financial assets in the consolidated financial statements. Available-for-sale financial assets which have quoted market prices in organized markets and whose fair values can be measured reliably are carried at fair value in the consolidated financial statements. Available-for-sale financial assets that do not have quoted market prices in active markets and whose fair values cannot be reliably measured are carried at cost less any accumulated impairment loss in the consolidated financial statements.

      2. Basis of presentation of financial information (Continued)
    4. Comparative information and restatement of prior year financial statements

      Following the decisions made on March 12, 2025 and June 18, 2025, the Group decided to start talks to sell Polisan Hellas' shares due to the ongoing drop in demand in the PET sector. The Group also decided to end the employment of Polisan Hellas staff, halt its production activities, and provide support to reduce the company's debts, as the remaining inventory was sold and the effects of the lower demand continued.

      As a result of this decision, as of June 30, 2025, the assets of the said subsidiary have been classified under non-current assets held for sale, and the liabilities have been classified under liabilities related to assets held for sale. The subsidiary's activities during the interim period from January 1 to June 30, 2025 have been classified as discontinued operations. Accordingly, the Group has presented the relevant activities as discontinued operations in the consolidated income statement and related notes, as well as in the consolidated cash flow statement for the interim period from January 1 to June 30, 2024, to ensure comparability with the presentation of the current period consolidated financial statements.

      The accompanying consolidated financial statements are prepared on a comparative basis with the prior period to enable the assessment of the Group's financial position, performance, and cash flow trends. When the presentation or classification of items in the financial statements changes, the prior period consolidated financial statements are reclassified accordingly to ensure comparability, and explanations regarding these changes are provided.

    5. Netting / Offsetting

      All items that are material in terms of content and amount, even with similar characteristics, are presented separately in the financial statements. Insignificant amounts are summed up by items that are similar in terms of principles and functions. Assets and liabilities are shown in net when there is a necessary legal right, there is an intention to make a net use of the assets and liabilities, or when the assets are acquired and the liabilities are fulfilled simultaneously.

    6. Seasonality in operations

      Operations of the companies within the consolidation may show increase or decrease as of periods. Thus, the results of the six months' period ended June 30, 2025 may not be an indicator for the whole year.

  1. Segment reporting

    The Group's operations consist of production and sales of paint, manufacturing and sale of chemical products, sale of services, port management and real estate. The Group's reporting segments are as follows:

    As of June 30, 2025 and December 31, 2024, total assets and liabilities are as follows:

    Assets

    June 30, 2025

    December 31, 2024

    Chemical products

    7,676,361,267

    7,373,552,035

    Port

    10,279,191,570

    10,299,313,221

    Services

    12,013,783,949

    11,069,320,995

    Combined

    29,969,336,786

    28,742,186,251

    Add: Carrying values of Joint Ventures (Note 8)

    4,435,062,908

    4,760,280,001

    Less: Eliminations

    (13,032,152,221)

    (10,803,579,233)

    Consolidated

    21,372,247,473

    22,698,887,019

    Liabilities

    Chemical products

    1,682,932,916

    3,373,098,877

    Port

    1,346,948,949

    1,552,810,286

    Services

    1,219,644,274

    242,094,099

    Combined

    4,249,526,139

    5,168,003,262

    Less: Eliminations

    (376,273,884)

    (476,804,925)

    Consolidated

    3,873,252,255

    4,691,198,337

    3.

    Segment reporting (Continued)

    Statement of profit or loss reporting for the period between January 1 - June 30, 2025:

    Chemical

    Plus: Joint venture sharing profits and

    Consolidation

    products

    Port

    Services

    Combined

    loses

    adjustments

    Consolidated

    Revenue

    1,734,465,090

    1,161,979,135

    358,410,406

    3,254,854,631

    -

    (431,808,959)

    2,823,045,672

    -

    Intra segment revenue

    1,618,719,865

    1,120,988,123

    203,200,243

    2,942,908,231

    -

    (119,862,559)

    2,823,045,672

    -

    Inter segment revenue

    115,745,225

    40,991,012

    155,210,163

    311,946,400

    -

    (311,946,400)

    -

    Cost of sales (-)

    (1,553,638,631)

    (712,439,082)

    (330,985,511)

    (2,597,063,224)

    -

    424,844,207

    (2,172,219,017)

    Gross profit

    180,826,459

    449,540,053

    27,424,895

    657,791,407

    -

    (6,964,752)

    650,826,655

    Operational expenses

    (226,882,295)

    (133,870,090)

    (79,204,088)

    (439,956,473)

    -

    3,182,190

    (436,774,283)

    Other income/expense from operating activities, net

    Share of profit/loss of investments accounted for using the equity method

    (17,661,335)

    -

    17,440,657

    -

    2,293,423

    -

    2,072,745

    -

    -

    (322,357,619)

    -

    -

    2,072,745

    (322,357,619)

    Operating profit

    (63,717,171)

    333,110,620

    (49,485,770)

    219,907,679

    (322,357,619)

    (3,782,562)

    (106,232,502)

    Income / expenses from investment activities, net

    16,228,576

    (2,629,771)

    135,639

    13,734,444

    -

    -

    13,734,444

    Operating profit before financial income/expense

    (47,488,595)

    330,480,849

    (49,350,131)

    233,642,123

    (322,357,619)

    (3,782,562)

    (92,498,058)

    Financial income/(expenses),net

    (154,628,981)

    719,559

    14,260,165

    (139,649,257)

    -

    -

    (139,649,257)

    Monetary (Loss)/Gain

    (25,834,380)

    (32,571,066)

    (6,195,103)

    (64,600,549)

    -

    89,135,271

    24,534,722

    Profit before tax from continuing operations

    (227,951,956)

    298,629,342

    (41,285,069)

    29,392,317

    (322,357,619)

    85,352,709

    (207,612,593)

    Tax income/(expense), net

    80,166,264

    (107,057,601)

    8,368,159

    (18,523,178)

    -

    2,287,583

    (16,235,595)

    Profit for the period from continuing operations

    (147,785,692)

    191,571,741

    (32,916,910)

    10,869,139

    (322,357,619)

    87,640,292

    (223,848,188)

    Depreciation and amortization

    66,101,440

    202,491,239

    15,735,136

    284,327,815

    -

    (10,495,412)

    273,832,403

    Investment expenditures

    108,164,907

    257,385,794

    10,324,249

    375,874,950

    -

    -

    375,874,950

    Finance income

    8,240,432

    26,290,992

    21,717,707

    56,249,131

    -

    (21,168,275)

    35,080,856

    Finance expense

    67,022,270

    26,638,189

    8,453,364

    102,113,823

    -

    (21,168,275)

    80,945,548

    3.

    Segment reporting (Continued)

    Statement of profit or loss reporting for the period between January 1 - June 30, 2024:

    Chemical

    Plus: Joint venture sharing profits and

    Consolidation

    products

    Port

    Services

    Combined

    loses

    adjustments

    Consolidated

    Revenue

    2,117,912,382

    1,209,271,461

    279,118,825

    3,606,302,668

    -

    (360,881,880)

    3,245,420,788

    -

    Intra segment revenue

    2,017,042,506

    1,181,873,538

    205,269,584

    3,404,185,628

    -

    (158,764,840)

    3,245,420,788

    -

    Inter segment revenue

    100,869,876

    27,397,923

    73,849,241

    202,117,040

    -

    (202,117,040)

    -

    Cost of sales (-)

    (1,807,992,539)

    (637,356,573)

    (258,505,958)

    (2,703,855,070)

    -

    387,023,497

    (2,316,831,573)

    Gross profit

    309,919,843

    571,914,888

    20,612,867

    902,447,598

    -

    26,141,617

    928,589,215

    Operational expenses

    (239,954,940)

    (141,344,440)

    (53,180,610)

    (434,479,990)

    -

    (33,988,710)

    (468,468,700)

    Other income/expense from operating activities, net

    Share of profit/loss of investments accounted for using the equity method

    (31,385,048)

    -

    10,185,729

    -

    (6,368,812)

    -

    (27,568,131)

    -

    -

    (115,653,198)

    -

    -

    (27,568,131)

    (115,653,198)

    Operating profit

    38,579,855

    440,756,177

    (38,936,555)

    440,399,477

    (115,653,198)

    (7,847,093)

    316,899,186

    Income / expenses from investment activities, net

    (17,446,731)

    (1,037,141)

    (761,240)

    (19,245,112)

    -

    -

    (19,245,112)

    Operating profit before financial income/expense

    21,133,124

    439,719,036

    (39,697,795)

    421,154,365

    (115,653,198)

    (7,847,093)

    297,654,074

    Financial income/(expenses),net

    (63,799,376)

    11,417,832

    11,430,912

    (40,950,632)

    -

    -

    (40,950,632)

    Monetary (Loss)/Gain

    (29,121,695)

    (66,191,402)

    (7,056,935)

    (102,370,032)

    -

    63,640,230

    (38,729,802)

    Profit before tax from continuing operations

    (71,787,947)

    384,945,466

    (35,323,818)

    277,833,701

    (115,653,198)

    55,793,137

    217,973,640

    Tax income/(expense), net

    (87,120,891)

    (136,578,458)

    (3,294,978)

    (226,994,327)

    -

    3,472,601

    (223,521,726)

    Profit for the period from continuing operations

    (158,908,838)

    248,367,008

    (38,618,796)

    50,839,374

    (115,653,198)

    59,265,738

    (5,548,086)

    Depreciation and amortization

    86,468,372

    179,521,926

    22,615,858

    288,606,156

    -

    -

    288,606,156

    Investment expenditures

    60,151,020

    217,716,125

    153,830,466

    431,697,611

    -

    (111,310,694)

    320,386,917

    Finance income

    19,332,855

    26,352,892

    8,397,797

    54,083,544

    -

    (19,859,571)

    34,223,973

    Finance expense

    46,188,743

    30,150,262

    8,161,666

    84,500,671

    -

    (19,859,571)

    64,641,100

    3.

    Segment reporting (Continued)

    Statement of profit or loss reporting for the period between April 1 - June 30, 2025:

    Chemical

    Plus: Joint venture sharing profits and

    Consolidation

    products

    Port

    Services

    Combined

    loses

    adjustments

    Consolidated

    Revenue

    909,636,541

    595,771,873

    165,512,039

    1,670,920,453

    -

    (195,203,087)

    1,475,717,366

    -

    Intra segment revenue

    853,791,339

    574,111,611

    89,851,058

    1,517,754,008

    - (42,036,642)

    1,475,717,366

    -

    Inter segment revenue

    55,845,202

    21,660,262

    75,660,981

    153,166,445

    - (153,166,445)

    -

    Cost of sales (-)

    (799,954,596)

    (363,460,739)

    (152,989,792)

    (1,316,405,127)

    -

    176,084,294

    (1,140,320,833)

    Gross profit

    109,681,945

    232,311,134

    12,522,247

    354,515,326

    -

    (19,118,793)

    335,396,533

    Operational expenses

    (110,359,316)

    (63,124,941)

    (31,543,293)

    (205,027,550)

    -

    532,296

    (204,495,254)

    Other income/expense from operating activities, net

    Share of profit/loss of investments accounted for using the equity method

    (11,579,130)

    -

    7,143,337

    -

    2,646,356

    -

    (1,789,437)

    -

    -

    (159,764,030)

    -

    -

    (1,789,437)

    (159,764,030)

    Operating profit

    (12,256,501)

    176,329,530

    (16,374,690)

    147,698,339

    (159,764,030)

    (18,586,497)

    (30,652,188)

    Income / expenses from investment activities, net

    13,773,434

    (2,616,434)

    486,704

    11,643,704

    -

    -

    11,643,704

    Operating profit before financial income/expense

    1,516,933

    173,713,096

    (15,887,986)

    159,342,043

    (159,764,030)

    (18,586,497)

    (19,008,484)

    Financial income/(expenses),net

    (87,774,741)

    (2,573,797)

    (3,845,319)

    (94,193,857)

    -

    -

    (94,193,857)

    Monetary (Loss)/Gain

    (60,351,351)

    (4,613,562)

    2,342,657

    (62,622,256)

    -

    67,095,204

    4,472,948

    Profit before tax from continuing operations

    (146,609,159)

    166,525,737

    (17,390,648)

    2,525,930

    (159,764,030)

    48,508,707

    (108,729,393)

    Tax income/(expense), net

    76,220,214

    (20,613,992)

    4,128,401

    59,734,623

    -

    (726,262)

    59,008,361

    Profit for the period from continuing operations

    (70,388,945)

    145,911,745

    (13,262,247)

    62,260,553

    (159,764,030)

    47,782,445

    (49,721,032)

    Depreciation and amortization

    33,756,860

    105,168,537

    6,262,246

    145,187,643

    -

    (10,276,278)

    134,911,365

    Investment expenditures

    61,436,840

    121,993,321

    9,695,399

    193,125,560

    -

    -

    193,125,560

    Finance income

    1,085,255

    14,561,631

    3,379,241

    19,026,127

    -

    (13,306,335)

    5,719,792

    Finance expense

    39,504,222

    13,128,401

    8,432,542

    61,065,165

    -

    (13,306,335)

    47,758,830

    3.

    Segment reporting (Continued)

    Statement of profit or loss reporting for the period between April 1 - June 30, 2024:

    Chemical

    Plus: Joint venture sharing profits and

    Consolidation

    products

    Port

    Services

    Combined

    loses

    adjustments

    Consolidated

    Revenue

    1,045,385,431

    588,387,197

    154,235,743

    1,788,008,371

    -

    (217,794,796)

    1,570,213,575

    -

    Intra segment revenue

    1,007,183,240

    572,527,855

    128,227,211

    1,707,938,306

    -

    (137,724,731)

    1,570,213,575

    -

    Inter segment revenue

    38,202,191

    15,859,342

    26,008,532

    80,070,065

    -

    (80,070,065)

    -

    Cost of sales (-)

    (890,813,159)

    (295,061,119)

    (142,857,638)

    (1,328,731,916)

    -

    217,312,535

    (1,111,419,381)

    Gross profit

    154,572,272

    293,326,078

    11,378,105

    459,276,455

    -

    (482,261)

    458,794,194

    Operational expenses

    (122,694,834)

    (68,747,092)

    (20,867,373)

    (212,309,299)

    -

    (6,678,215)

    (218,987,514)

    Other income/expense from operating activities, net

    Share of profit/loss of investments accounted for using the equity method

    (18,736,058)

    -

    (2,709,503)

    -

    (6,175,344)

    -

    (27,620,905)

    -

    -

    (163,548,221)

    -

    -

    (27,620,905)

    (163,548,221)

    Operating profit

    13,141,380

    221,869,483

    (15,664,612)

    219,346,251

    (163,548,221)

    (7,160,476)

    48,637,554

    Income / expenses from investment activities, net

    (20,879,044)

    (633,812)

    (1,372,932)

    (22,885,788)

    -

    (1,471,905)

    (24,357,693)

    Operating profit before financial income/expense

    (7,737,664)

    221,235,671

    (17,037,544)

    196,460,463

    (163,548,221)

    (8,632,381)

    24,279,861

    Financial income/(expenses),net

    (46,552,952)

    5,162,556

    (289,937)

    (41,680,333)

    -

    609,408

    (41,070,925)

    Monetary (Loss)/Gain

    3,573,621

    (21,308,451)

    4,710,240

    (13,024,590)

    -

    21,223,722

    8,199,132

    Profit before tax from continuing operations

    (50,716,995)

    205,089,776

    (12,617,241)

    141,755,540

    (163,548,221)

    13,200,749

    (8,591,932)

    Tax income/(expense), net

    (212,719,599)

    (97,649,346)

    (2,656,905)

    (313,025,850)

    -

    13,532,824

    (299,493,026)

    Profit for the period from continuing operations

    (263,436,594)

    107,440,430

    (15,274,146)

    (171,270,310)

    (163,548,221)

    26,733,573

    (308,084,958)

    Depreciation and amortization

    42,592,031

    66,049,621

    10,149,803

    118,791,455

    -

    18,879,206

    137,670,661

    Investment expenditures

    37,684,506

    130,029,526

    113,966,685

    281,680,717

    -

    (25,040,088)

    256,640,629

    Finance income

    6,143,798

    21,237,859

    3,075,539

    30,457,196

    -

    (19,859,571)

    10,597,625

    Finance expense

    29,821,882

    19,143,967

    2,525,651

    51,491,500

    -

    (19,859,571)

    31,631,929

  2. Cash and cash equivalents

    June 30, 2025

    December 31, 2024

    Cash in hand

    96,454

    272,451

    Banks

    62,730,461

    593,548,817

    - Demand deposits

    17,337,043

    110,073,003

    - Time deposits

    45,393,418

    483,475,814

    Other cash and cash equivalents

    -

    197,821

    Total

    62,826,915

    594,019,089

    No blockage exists on the cash and cash equivalents of the Group as of June 30, 2025 (December 31, 2024: None).

    As of June 30, 2025 details of time deposits are as follows:

    Currency

    Average interest rate

    Maturity

    Foreign currency amount

    TRY equivalent

    USD

    3.50%

    2 days

    1,021,491

    40,596,491

    TRY

    44.00%

    2 days

    3,772,770

    3,772,770

    EURO

    0.20%

    2 days

    22,000

    1,024,157

    Total

    45,393,418

    As of December 31, 2024 details of time deposits are as follows:

    Currency

    Average interest rate

    Maturity

    Foreign currency amount

    TRY equivalent

    USD

    2.29%

    2 days

    8,180,687

    336,197,054

    TRY

    46.50%

    2 days

    140,848,348

    140,848,348

    EURO

    0.01%

    2 days

    150,000

    6,430,412

    Total

    483,475,814

    5.

    Financial Borrowings

    Interest rate

    June 30, 2025

    Interest rate

    December 31, 2024

    Short-term borrowings

    Short-term bank borrowings

    - TRY

    22.94%

    205,000,000

    -

    -

    - EURO

    7.11%

    249,116,976

    5.71%

    1,535,346,146

    - USD

    9.09%

    612,229,132

    6.50%

    41,096,433

    Total

    1,066,346,108

    1,576,442,579

    Interest rate

    June 30, 2025

    Interest rate

    December 31, 2024

    Short-term portion of long-term borrowings

    Bank borrowings

    - TRY

    17.00%

    6,271,181

    17.00%

    14,640,076

    - EURO

    -

    -

    6.66%

    210,099,491

    Financial leasings

    - TRY

    22.50%

    30,293,743

    22.50%

    47,312,565

    - EURO

    -

    -

    1,9% - 5,13%

    2,390,252

    Total

    36,564,924

    274,442,384

    Interest rate

    June 30, 2025

    Interest rate

    December 31, 2024

    Long-term borrowings

    Bank borrowings

    - EURO

    7.11%

    279,315,600

    1,9% - 5,13%

    3,102,812

    - USD

    9.09%

    365,630,080

    -

    -

    Financial leasing obligations

    - TRY

    22.50%

    137,595,318

    22.50%

    129,767,664

    Total

    782,540,998

    132,870,476

  3. Financial borrowings (Continued)

    Maturities of principal and accrued interest of financial borrowings are as follows:

    Maturity-Total bank borrowings

    June 30, 2025

    December 31, 2024

    0 - 3 months

    111,370,041

    379,228,895

    Between 3 - 6 months

    560,145,727

    708,126,628

    Between 6 - 12 months

    401,101,521

    713,826,623

    More than 2 years

    644,945,680

    -

    Total

    1,717,562,969

    1,801,182,146

    Maturity- financial leasing obligations

    June 30, 2025

    December 31, 2024

    0 - 3 months

    4,490,146

    12,652,365

    Between 3 - 6 months

    16,182,558

    11,711,416

    Between 6 - 12 months

    9,621,039

    25,339,036

    Between 1 - 2 years

    17,180,074

    36,293,324

    More than 2 years

    120,415,244

    96,577,152

    Total

    167,889,061

    182,573,293

    Movements of financial borrowings and financial leasing obligations as of June 30, 2025 and June 30, 2024 are as follows:

    June 30, 2025

    June 30, 2024

    Total bank borrowings as of 1 January

    1,801,182,146

    1,464,957,858

    Cash inflows from borrowing

    1,901,710,687

    1,152,536,286

    Cash outflow from borrowing

    (518,974,168)

    (1,035,333,356)

    Loan repayments related to discontinued operations

    (1,431,434,654)

    -

    Interest accrual

    1,278,734

    (3,236,079)

    Foreign exchange and currency translation differences

    419,272,047

    652,349,893

    Transfers to liabilities held for sale

    (177,989,003)

    -

    Monetary (loss)/gain

    (277,482,820)

    (643,926,948)

    Total bank borrowings as of 30 June

    1,717,562,969

    1,587,347,654

    June 30, 2025

    June 30, 2024

    Total financial leasing obligations as of 1 January

    182,573,293

    210,670,958

    Additions

    -

    14,389,663

    Disposals

    -

    (1,546,184)

    Payments

    (26,442,872)

    (30,191,284)

    Changes in rental agreements

    12,362,911

    41,415,887

    Translation difference

    -

    (1,320,423)

    Transfers to liabilities held for sale

    (8,675,055)

    -

    Monetary (Loss)/Gain

    8,070,784

    (37,756,300)

    Total financial leasing as of 30 June

    167,889,061

    195,662,317

  4. Trade receivable and payables

As of June 30, 2025 and December 31, 2024 the Group's trade receivables are as follows:

Trade receivables

June 30, 2025

December 31, 2024

Trade receivables

804,769,799

960,669,826

Notes and cheques receivables

387,083,242

601,474,932

Receivables from related parties (Note 24)

8,527,734

13,460,705

Subtotal

1,200,380,775

1,575,605,463

Allowance for doubtful receivables (-)

(65,625,948)

(94,363,431)

Deferred finance expense (-)

(31,082,594)

(23,179,732)

Total

1,103,672,233

1,458,062,300

The nature and amount of guarantees obtained for receivables are stated in Note 12.3. Foreign currency balances of trade receivables are explained in Note 25.

Movement of provision for doubtful receivables for the periods ended June 30, 2025 and June 30, 2024 are as follows:

June 30, 2025

June 30, 2024

1 January

94,363,431

127,137,988

Provisions for doubtful receivables (Note 17)

1,640,154

265,560

Provisions no longer required (Note 17)

(2,146,795)

(5,536,904)

Effect of currency translation difference

-

10,542,847

Transfers to assets held for sale

(18,624,237)

-

Monetary (loss)/gain

(9,606,605)

(33,564,232)

30 June

65,625,948

98,845,259

As of June 30, 2025 and December 31, 2024, the maturity details of trade receivables are as follows:

Maturity

June 30, 2025

December 31, 2024

Past due

80,958,016

123,648,251

0-3 months

916,650,657

1,141,717,713

3-6 months

100,539,521

138,304,493

6-9 months

5,524,039

40,974,333

9-12 months

-

13,417,510

Total

1,103,672,233

1,458,062,300

As of June 30, 2025 letter of guarantees amounting to TRY 80,958,016 (December 31, 2024: TRY 123,648,251) has been received for the past due but not impaired trade receivables amounting to TRY 6,486,589 (December 31, 2024: TRY 12,078,975). Doubtful receivables are not included into the maturity details.

6. Trade receivable and payables (Continued)

As of June 30, 2025 and December 31, 2024 the aging of the overdue but not impaired trade receivables are as follows:

June 30, 2025

December 31, 2024

1-30 days past due

51,453,259

113,836,525

1-3 months past due

18,743,643

9,109,200

3-12 months past due

9,078,536

320,933

1-5 years past due

1,682,578

381,593

Total

80,958,016

123,648,251

Trade payables

June 30, 2025

December 31, 2024

Trade payables

746,529,873

1,207,495,455

Payables to related parties (Note 23)

1,360,822

402,960

Deferred financial income (-)

(12,624,175)

(6,772,960)

Total

735,266,520

1,201,125,455

7. Inventories

June 30, 2025

December 31,2024

Raw materials and supplies

206,101,968

186,344,073

Work in process

48,080,048

47,542,443

Finished goods

1,260,620

253,387,587

Merchandise

1,469,644

15,701,611

Goods in transit

75,477,056

56,517,261

Other inventories

9,026,268

26,582,809

Subtotal

341,415,604

586,075,784

Provision for impairment of inventories (-)

(227,682)

(34,945,565)

Total

341,187,922

551,130,219

Movement of provision for impairment of inventories for the periods ended June 30, 2025 and June 30, 2024 are as follows:

2025

2024

1 January

34,945,565

61,480,251

Provisions no longer required (-)

-

(48,346,390)

Currency translation difference

-

2,383,620

Transfers to assets held for sale

(37,679,644)

-

Monetary (loss)/gain

2,961,761

(12,228,156)

30 June

227,682

3,289,325

As of June 30, 2025, the Group has no pledged inventory against its liabilities (December 31, 2024: None).

8. Investments accounted using the equity method

As of June 30, 2025 and December 31, 2024, the Group's investments accounted using equity the method are as

follows:

June 30, 2025

December 31, 2024

%

TRY

% TRY

Joint venture

Polisan Kansai Boya

50

4,379,667,462

50 4,697,752,115

Associate

Rohm And Haas

40

55,395,446

40 62,526,246

Total

4,435,062,908

4,760,278,361

Polisan Holding transferred its 50% shares in Polisan Kansai Boya to Kansai on December, 21 2016. In accordance with share sales agreement, management of Polisan Kansai Boya are jointly performed by Polisan Holding and Kansai and the decisions related with company shall require the affirmative votes of the parties. Therefore, this transaction was considered as sales of shares of subsidiaries which causes loss of control and remaining interest of the Company in Polisan Kansai Boya was recognized with their fair values.

For the periods ended June 30, 2025 and December 31, 2024, the movements of the investments accounted using the equity method are as follows:

2025

2024

1 January

4,760,278,361

5,408,547,690

Profit from investments accounted using the equity method

(322,357,619)

(115,653,198)

Effect of losses from defined benefit plans

(502,166)

(20,128,145)

Currency translation difference

(2,355,668)

(7,823,020)

30 June

4,435,062,908

5,264,943,327

The summary financial statements of the Group's investments accounted using the equity method as of June 30, 2025 and December, 31 2024 prepared in accordance with TFRS are as follows:

June 30, 2025 - Condensed balance sheet information

Polisan Kansai Boya

Rohm and Haas

Current assets

3,249,268,141

831,721,138

Non-current assets

8,283,245,968

194,049,858

Total assets

11,532,514,109

1,025,770,996

Short-term liabilities

4,779,020,479

866,771,277

Long-term liabilities

204,931,550

20,511,103

Total liabilities

4,983,952,029

887,282,380

Net assets

6,548,562,080

138,488,616

Reconciliation of carrying value:

Ownership of the Group

50%

40%

Net asset share of the Group

3,274,281,040

55,395,446

Goodwill carried at Group level

1,105,386,422

-

Carrying value

4,379,667,462

55,395,446

8. Investments accounted using the equity method (Continued)

December 31, 2024 - Condensed balance sheet information

Polisan Kansai Boya

Rohm and Haas

Current assets

3,079,057,891

614,868,294

Non-current assets

8,552,460,376

210,496,502

Total assets

11,631,518,267

825,364,796

Short-term liabilities

4,191,246,626

649,946,122

Long-term liabilities

255,536,974

19,103,055

Total liabilities

4,446,783,600

669,049,177

Net assets

7,184,734,667

156,315,619

Reconciliation of carrying value:

Ownership of the Group

50%

40%

Net asset share of the Group

3,592,365,693

62,526,248

Goodwill carried at Group level

1,105,386,420

-

Carrying value

4,697,752,113

62,526,248

June 30, 2025 - Condensed income statement information

Polisan Kansai Boya

Rohm and Haas

Revenue

3,235,749,342

820,475,368

Depreciation and amortisation

(170,572,723)

(17,582,695)

Net financial income / (expense)

(930,167,810)

(15,254,818)

Net loss for the period

(635,164,971)

(11,937,833)

Ownership of the Group

50%

40%

Net loss share of the Group

(317,582,486)

(4,775,133)

June 30, 2024 - Condensed income statement information

Polisan Kansai Boya

Rohm and Haas

Revenue

4,527,270,153

957,739,384

Depreciation and amortization

(107,028,218)

(19,902,582)

Net financial income / (expense)

(600,442,813)

(37,077,207)

Net loss for the period

(260,802,491)

36,870,118

Ownership of the Group

50%

40%

Net loss share of the Group

(130,401,246)

14,748,047

9. Investment properties

January 1, 2025

Disposals

June 30, 2025

Cost

Land

4,733,577,355

-

4,733,577,355

Buildings

345,096,903

-

345,096,903

Total

5,078,674,258

-

5,078,674,258

January 1, 2024

Disposals

June 30, 2024

Cost

Land

4,662,352,788

(5,542,098)

4,656,810,690

Buildings

333,748,823

-

333,748,823

Total

4,996,101,611

(5,542,098)

4,990,559,513

The investment properties in the consolidated statement of financial position as of June 30, 2025 consist of land located next to Pendik Sabiha Gökçen Airport, buildings located in Kağıthane Merkez district, and other land and buildings.

Poliport Kimya San. ve Tic. A.Ş. ("Poliport") and DOP Yapı Mimarlık İnşaat Gıda Turizm Hizmetleri San. ve Tic. Ltd. Şti. ve DAP Yapı İnşaat San. ve Tic. A.Ş. Joint Venture ("Joint Venture") The Real Estate Sales Promise and Construction in Return for Land Share and Revenue agreement was signed on January, 24 2023, and the Flat in Return agreement dated March 5, 2015 was abolished. The contract amendment did not cause a change in the purpose of use of the real estate in question. The project planned to be carried out by the Joint Venture on the land near Pendik Sabiha Gökçen Airport has not yet started to be developed as of the balance sheet date, and the situation is going to be evaluated according to the developments in the real estate market.

The Group's investment properties of Pendik Land, Kağıthane Z-Office Building and other are appraised by Asal Gayrimenkul Değerleme ve Danışmanlık A.Ş., which is a CMB licensed real estate appraisal company in the 2023. Sales price comparison method is applied during determination of fair value of investment properties (Level 2).

Sales price comparison method is the determination of fair value of a property by applying necessary adjustments on the prices of similar properties sold recently. This comparison method contains the market price of the similar properties valuate them with a comparison approach. Generally, revaluated property is compared with the sale prices of its' similarly in an open market. Asked and bid prices can also be taken into consideration.

10. Right of use assets

The movement of right-of-use assets as of June, 30 2025 and June, 30 2024 is as follows:

January 1, 2025

Additions

Changes in rental

agreements and assumptions

Transfers to assets held

for sale

June 30, 2025

Cost

Buildings and storage rent

94,898,916

-

994,498

(4,747,184)

91,146,230

Site rent

561,422,348

-

-

-

561,422,348

Vehicles

99,016,432

-

11,390,631

(8,163,066)

102,243,997

Total

755,337,696

-

12,385,129

(12,910,250)

754,812,575

Accumulated Depreciation

Buildings and storage rent

57,098,101

6,007,798

-

(2,275,520)

60,830,379

Site rent

143,906,481

14,702,517

-

-

158,608,998

Vehicles

59,842,134

2,646,795

-

(4,907,858)

57,581,071

Total

260,846,716

23,357,110

-

(7,183,378)

277,020,448

Net Value

494,490,980

477,792,127

January 1, 2024

Additions

Changes in rental agreements and assumptions

Disposals

Currency translation differences

June 30, 2024

Cost

Buildings and storage rent

51,718,573

-

5,821,004

-

351,795

57,891,372

Site rent

514,292,713

-

-

-

-

514,292,713

Vehicles

95,806,756

14,389,663

2,136,801

(1,996,550)

606,251

110,942,921

Total

661,818,042

14,389,663

7,957,805

(1,996,550)

958,046

683,127,006

Accumulated Depreciation

Buildings and storage rent

44,467,644

2,804,052

-

-

93,598

47,365,294

Site rent

114,784,592

13,439,038

-

-

-

128,223,630

Vehicles

54,127,152

11,395,042

-

(1,585,201)

517,267

64,454,260

Total

213,379,388

27,638,132

-

(1,585,201)

610,865

240,043,184

Net Value

448,438,654

443,083,822

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