Polisan Holding AsBIST: POLHO

2Q 2025 Interim Report

· MarketScreener
Interim Report (January 1 - June 30, 2025)


  1. General Information

    1. About Polisan Holding

      Türkiye'nin Polisan Holding A.Ş., a long-established Turkish conglomerate, traces its roots back to 1956. Starting in textiles, the Bitlis Family's ventures have branched out over time, encompassing chemicals, port management, paint, and real estate. In 2000, the family's investments consolidated under the banner of Polisan Holding A.Ş., streamlining operations and fostering cross-company collaboration.

      Today, Polisan Holding employs 986 across its paint, port, and chemical businesses, boasts global partnerships with giants like Dow Chemical and Kansai Paint, six international investments including Greece, and a strategic real estate portfolio. For more information about Polisan Holding, a publicly traded company on Borsa Istanbul, visit https://www.polisanholding.com.

      As of June 30, 2025, the Group's proportion of ownership interests of subsidiaries has been shown in the

      following table:

      Title of the subsidiary

      Nature of Business

      Shares owned by the Group

      Effective ownership rate

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

      Production and sale of chemical products

      100%

      100%

      Poliport Kimya Sanayi ve

      Ticaret A.Ş. ("Poliport")

      Port, storage and

      warehousing services

      100%

      100%

      Polisan Hellas S.A.

      ("Hellas")

      Polyethylene Terephthalate (PET) granule and preform

      100%

      100%

      Polisan Yapıkim Yapı

      Kimyasalları San. ve Tic.

      A.Ş. ("Polisan Yapıkim")

      Construction chemicals

      100%

      100%

      The table below shows the partnership ratios of the Group's Business Partnerships and Affiliates as of June 30, 2025. Investments in Business Partnerships and Affiliates are accounted for using the equity method.

      Title

      Nature of Business

      Partnership Type

      Shares owned by the Group

      Effective Ownership rate

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

      Production and Sale of Paint

      Joint venture

      %50

      %50

      Tintomix Pigment Pasta

      Sanayi A.Ş. ("Tintomix")

      Production and sale

      of pigment pastes

      Joint venture

      %51

      %25,50

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

      Haas"

      Production and ales of chemical products

      Subsidiary

      %40

      %40

    2. Company Information:

      Accounting Period Relevant to the Repor

      01.01.2025 - 30.06.2025

      Business Name

      Polisan Holding A.Ş.

      Affiliated Trade Registry Office and

      Number

      Gebze Ticaret Odası - 5769 / İstanbul Ticaret Odası -

      615757

      Headquarters Addess

      Dilovası Organize Sanayi Bölgesi 1. Kısım Liman Caddesi No:7 Dilovası-KOCAELİ

      Telephone / Fax

      0 262 754 8000 / 0 262 754 8056

      Headquarters Address- branch

      Hilltown Ofis, Aydınevler Mah. Siteler Yolu Cad. 28

      No:1/A Küçükyalı-Maltepe, İSTANBUL

      Telephone / Fax

      0 216 578 5600 / 0 216 573 7792

      Website

      https://www.polisanholding.com

    3. Capital and Shareholder Structure

      The Company's registered capital ceiling is 1,000,000,000 Turkish Lira and its paid-in capital is 3,774,776,170 Turkish Lira.

      The issued capital of Polisan Holding, which was most recently 758,500,000 Turkish Lira, has been increased to 3,774,776,170 Turkish Lira with the permission of the Capital Markets Board dated 13/06/2025 and numbered 34/1031; entirely covered by the capital adjustment positive differences amounting to 3,016,276,170 Turkish Lira. In connection with this bonus capital increase, the amendment of Article 7 of the Articles of Association titled "Capital" was registered by the Gebze Trade Registry Office on 25/06/2025 and announced in the Turkish Trade Registry Gazette dated 25/06/2025 and numbered 11358.

      As of 30 June 2025 and 31 December 2024, the real and legal persons directly holding 5% or more of the

      Company's share capital or voting rights are as follows:

      30 June 2025

      31 Aralık 2024

      Share (%)

      Amount (TL)

      Share (%)

      Amount (TL)

      Mehmet Emin Bitlis

      22,72

      857.743.687

      22,72

      172.354.218

      Ahmet Ertuğrul Bitlis

      22,72

      857.744.920

      22,72

      172.354.465

      A.Melike Bitlis (Bush)

      9,14

      344.964.124

      9,14

      69.316.770

      Fatma Nilgün Kasrat

      8,41

      317.353.764

      8,41

      63.768.770

      Ahmet Faik Bitlis

      7,83

      295.456.579

      7,83

      59.368.770

      Other

      29,18

      1.101.513.095

      29,18

      221.337.008

      Total

      100

      3.774.776.170

      100

      758.500.000

      (*) Since the figures in the table are shown rounded, there may be rounding differences between the sub-items and the totals.

      As of 30.06.2025, Polisan Holding's Actual Outstanding Shares Ratio is 21.62%.

    4. Amendments in the Articles of Association during the Period and the Reasons

      An amendment was made to the Articles of Association during the period: In connection with the bonus capital increase, the amendment of Article 7 of the Articles of Association titled "Capital" was registered by the Gebze Trade Registry Office on 25/06/2025 and announced in the Turkish Trade Registry Gazette dated 25/06/2025 and numbered 11358.

    5. Board of Directors

      At the Ordinary General Assembly meeting held on 28.04.2025, it was decided, in accordance with Article 10 of the Articles of Association, to set the total number of Board of Directors members at 6. The following Board Members, who are to serve for a period of one year, were elected at the relevant general assembly meeting:

      Name/Surname

      Position

      Whether an Executive/ Independent Board Member

      Tayfun Bayazıt, who is the natural person

      representative on behalf of Emin Bitlis Yönetim Danışmanlığı

      Chairperson

      Non-executive member

      Esra Yazıcı, who is the natural person representative on

      behalf of Ertuğrul Bitlis Yönetim Danışmanlığı Limited Şirketi

      Vice chairperson

      Non-executive member

      Ali Tuğrul Alpacar, who is the natural person representative

      on behalf of AFB Yönetim Danışmanlığı Limited Şirketi

      Board Member

      Non-executive member

      Bilal Cantekin Dinçerler, who is the natural person

      representative on behalf of FNK Yönetim Danışmanlığı Limited Şirketi

      Board Member, CEO

      Executive member

      Onur Kipri

      Board Member

      Independent Member

      Hamit Sedat Eratalar

      Board Member

      Independent Member

      By the decision of the Board of Directors dated 28.04.2025; Emin Bitlis Management Consulting Limited Company and its individual representative Tayfun Bayazıt have been appointed as the Chairman of the Board, and Ertuğrul Bitlis Management Consulting Limited Company and its individual representative Esra Yazıcı have been appointed as the Vice Chairman of the Board 1.

    6. Board Committees

      By the decision of the Company's Board of Directors dated 28.04.2025 and within the framework of the provisions in the Capital Markets Board's Corporate Governance Communiqué, it has been decided to establish the committee structure as follow.

      Audit Committee

      Corporate Governance

      Committee*

      Early Assessment

      of Risk Committee

      Chairperson

      Hamit Sedat Eratalar

      Hamit Sedat Eratalar

      Onur Kipri

      Member

      Onur Kipri

      Ali Tuğrul Alpacar

      Esra Yazıcı

      Member

      Banu Çamlıtepe

      Tolga Üzümcü

      * It has been decided not to establish the Nomination Committee and the Remuneration Committee, and that their duties will be performed by the Corporate Governance Committee.

      1 The biographies of the Board of Directors are available on the company's corporate website (https://www.polisanholding.com).

    7. Senior Management

      The information regarding senior executives who have resigned and those who are currently in office during the year is as follows:

      POLİSAN HOLDİNG SENIOR MANAGEMENT 2

      NAME & SURNAME

      POSITION

      Bilal Cantekin Dinçerler

      CEO

      Tolga Üzümcü

      CFO

      Mahmut Temiz

      Human Resources Director

      Cumhur Aksoy

      Information Technologies Director

      Mete Öztürk

      Group Investment Projects and Procurement Director

    8. Number of Personnel, Collective Bargaining Practices, and Rights and Benefits Provided to Personnel and Workers

      As of June 30, 2025, the average number of personnel employed by the Company, its subsidiaries, and its joint venture was 986 (December 31, 2024: 1,109). In calculating the averages, the number of employees at Polisan Kansai Boya and Rohm and Haas were included in full, without weighting based on the Group's ownership interest.

      As of June 30, 2025, the provision for employee termination benefits amounted to TRY 82,906,966 (December 31, 2024: TRY 91,105,273).

      Collective Labor Agreement

      An agreement was reached on April 2, 2024, in the collective bargaining negotiations conducted between the labor union Lastik-İş, of which Polisan Kimya Sanayii A.Ş. and Polisan Yapıkim Yapı Kimyasalları San. ve Tic. A.Ş. are members, and the facilities in Dilovası, Adana, and Samsun. As a result, a two-year Collective Labor Agreement covering the period from January 1, 2024, to December 31, 2025, was signed.

    9. Financial Rights Provided to Members of the Management Body and Senior Executives

      At the Ordinary General Assembly meeting held on April 28, 2025, it was resolved that each Independent Member of the Board of Directors shall be paid a gross monthly remuneration of TRY 150,000, effective from the date of the General Assembly until the next ordinary general assembly meeting. No remuneration shall be paid to the other members of the Board of Directors.

      2 The biographies of the Senior Executives are available on the company's corporate website (https://www.polisanholding.com).

      The total amount of salaries and similar benefits paid to senior management between January 1 and June 30, 2025, was TRY 37,115,113 (January 1 - June 30, 2024: TRY 28,494,677). The Group defines senior management as members of the Board of Directors, the General Manager, and Deputy General Managers.

  2. Significant Developments Related to Company Activities

    1. Significant Developments in the First Half of 2025

      Signing of Share Purchase Agreement Regarding the Sale of the Majority Shares (27.06.2025)3

      On 27.06.2025, a Share Purchase Agreement was signed between the members of the Bitlis Family and Corex Ports and Terminals Dilovası Liman İşletmeleri A.Ş. regarding the transfer of shares corresponding to 77.7268% of the share capital of Polisan Holding A.Ş.

      Conditions Precedent for the Share Transfer:

      • Completion of the Partial Spin-off process within the scope of the application subject to the material event disclosure dated 29.03.2025;

      • Disposal of the entire Polisan Hellas S.A., established in Greece, to third parties in line with the Board

        of Directors' resolution dated 18.06.2025;

      • Transfer of the immovable properties located in İstanbul Pendik, İstanbul Kağıthane, Kocaeli-Gebze Çiftlik, and Aydın Karacasu, which are classified as "Non-operational Real Estates," to the Bitlis Family, at a value not lower than the one to be determined by a CMB-licensed valuation company;

      • The transaction will be carried out following the completion of the foregoing transactions, as well as obtaining the necessary legal approvals including the application to the Competition Authority, and upon fulfillment of all conditions precedent. As of the transfer date, the scope of Polisan Holding's subsidiaries will consist solely of Poliport Kimya San. ve Tic. A.Ş., Polisan Kimya San. A.Ş., and Polisan Yapıkim Yapı Kimyasalları San. ve Tic. A.Ş., all of which are wholly owned by Polisan Holding.

        Since the Share Purchase Agreement stipulates that the sales price may be adjusted depending on the fulfillment of the conditions precedent and the obligations as of the closing date in line with the adaptation criteria, the final sales price will be publicly disclosed upon closing.

        Application to the Capital Markets Board Regarding Bonus Capital Increase and Partial Spin-Off (March 28, 2025)4

        The Company's Board of Directors resolved on the following two matters and submitted an application to the Capital Markets Board for a bonus capital increase and a partial demerger through the share transfer model to the shareholders.

        1. Partial Spin-Off Board Resolution: In line with the Company's strategic plans, it is aimed to establish an independent structure for its Paint Group business line, which includes Polisan Kansai Boya Sanayi ve Ticaret Anonim Şirketi ("Polisan Kansai"), operating in the field of paint production, and Rohm and Haas Kimyasal Ürünler Dağıtım ve Ticaret A.Ş. ("Rohm and Haas"), operating in the field of paint chemicals production. This initiative aims to enhance focus on the Paint Group, unlock the true value of the companies within the group, and create additional value for all shareholders.

          3Detailed explanations on the subject can be accessed through the Public Disclosure Platform and our Company's

          corporate website (https://www.polisanholding.com)

          Accordingly, the Board of Directors resolved on March 28, 2025, to transfer the Company's 40% shareholding in Rohm and Haas, corresponding to 13,957,200 shares with a nominal value of TRY 13,957,200, and its 50% shareholding in Polisan Kansai, corresponding to 62,501,572 shares with a nominal value of TRY 62,501,572, to a newly established company - whose shares are planned to be listed on the stock exchange - through a share distribution model as part of a partial spin-of.

        2. Bonus Capital Increase Board Resolution: To facilitate the partial spin-off, the Board of Directors resolved on March 28, 2025, to increase the issued capital by TRY 3,016,276,170 to TRY 3,774,776,170 through a bonus capital increase, with the entire increase to be covered by the positive capital adjustment differences reported in the financial statements. In this context, an application was submitted to the CMB.

        Following the CMB's approval of the bonus capital increase, it was resolved to reduce the Company's issued capital from TRY 3,774,776,170 to TRY 758,500,000 as a result of the partial spin-off, and to amend Article 7 titled "Capital" of the Company's Articles of Association in accordance with the provisions of the Turkish Commercial Code and capital markets legislation.

        As a result of the Company's capital increase from TL 758,500,000 to TL 3,774,776,170, the issuance certificate for the newly issued shares was approved by the Capital Markets Board with its decision dated 13.06.2025 and numbered 34/1031, and the bonus share distribution was completed on 24.06.2025. In connection with this bonus capital increase, the amendment of Article 7 of the Articles of Association titled "Capital" was registered by the Gebze Trade Registry Office on 25.06.2025 and announced in the Turkish Trade Registry Gazette dated 25.06.2025 and numbered 11358.

        Subsequent to the balance sheet period, the application submitted to the Capital Markets Board for the approval of the Disclosure Text regarding the Partial Demerger was approved on 23.07.2025. Pursuant to the Board of Directors' resolution dated 25.07.2025 and numbered 2025/34, it was resolved to convene an Extraordinary General Assembly on 29.08.2025 to approve the Demerger Plan and Demerger Report, and the necessary invitation and formalities for the shareholders were duly completed.

        Explanations Regarding the General Assembly Meeting (April 28, 2025)

        The Ordinary General Assembly Meeting of the Company for the year 2024 was held on 28.04.2025 at 10:00

        a.m. at the Company's headquarters located at Dilovası Organize Sanayi Bölgesi 1. Kısım Liman Cad. No:7, Dilovası - Kocaeli. The General Assembly Meeting Minutes and the List of Attendees are available on the corporate website at https://www.polisanholding.com.

        At the Ordinary General Assembly Meeting of Polisan Holding held on 28 April 2025, it was resolved to approve the resolution of the Board of Directors dated 26.03.2025, which had previously been announced to the shareholders, regarding the non-distribution of dividends, and this resolution was approved at the meeting.

        Appointment of the Independent Audit Firm:

        Considering the recommendation of the Audit Committee, the Board of Directors resolved on April 25, 2025, to appoint PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. as the audit firm to audit the Company's financial reports for the period between January 1 and December 31, 2025, in accordance with the relevant provisions of the Turkish Commercial Code No. 6102, the Capital Markets Law No. 6362, and applicable legislation. This appointment was submitted for the approval of shareholders at the 2024 Ordinary General Assembly Meeting and was approved.

        Furthermore, for the sustainability reports to be prepared in accordance with the Türkiye Sustainability Reporting Standards for the reporting periods January 1 - December 31, 2024 and January 1 - December 31, 2025, it was resolved to appoint KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. to carry out the mandatory sustainability assurance audit in line with the Assurance Standards issued by the Public

        Oversight, Accounting and Auditing Standards Authority. This appointment was also submitted to the General Assembly and approved by the shareholders.

        Suspension of Subsidiary's Production Activities (Polisan Hellas) (18.06.2025):

        The Group, with its resolutions dated 12 March 2025 and 18 June 2025, taking into account the completion of stock sales of Polisan Hellas, in which it holds 100% of the share capital, as well as the impact of the ongoing demand contraction in the PET sector on the consolidated financial statements of Polisan Holding, resolved to terminate the employment contracts of the limited number of Polisan Hellas personnel, to suspend production activities, to continue providing support by Polisan Holding in order to reduce indebtedness, and to pursue negotiations with potential buyers for the sale of Polisan Hellas shares.

        Polisan Holding resolved to increase the capital of its subsidiary Polisan Hellas in order to strengthen its financial structure and restructure its debts. Within this scope, the capital of Polisan Hellas was increased from EUR 1.4 million at the end of 2024 to EUR 28.4 million, and Polisan Hellas repaid loans amounting to EUR 30,787,523 during the first half of the year.

    2. Subsequent Events

      CMB Approval Regarding the Partial Spin-off Application (23.07.2025)

      On 28 March 2025, the Group management resolved to transfer the shares it holds in its subsidiaries Polisan Kansai Boya Sanayi ve Ticaret A.Ş. and Rohm and Haas Kimyasal Ürünler Dağıtım ve Ticaret A.Ş., which together form the Paints Group business line, to a newly established company whose shares are planned to be traded on the stock exchange, through the share transfer model to the shareholders. The objective of this transaction is to establish an independent structure for the Paints Group, enable the Paints Group companies to reach their fair values, and create additional value for all shareholders of the Company.

      With respect to the said partial spin-off application, the Capital Markets Board, with its decision dated 23.07.2025 and numbered 41/1339, approved the partial spin-off disclosure text and rendered a positive opinion on the draft amendment to Article 7 of the Articles of Association concerning the capital reduction of TL 3,016,276,170 to be carried out in connection with the partial spin-off transaction.

      Extraordinary General Assembly Meeting Planned for 29.08.2025 (25.07.2025)

      Pursuant to the resolution of the Company's Board of Directors dated 25.07.2025 and numbered 2025/34, the partial demerger transaction will be submitted for the approval of the shareholders, and the Company's Extraordinary General Assembly Meeting will be held on Friday, 29.08.2025 at 11:00 a.m. at the Company's headquarters located at Dilovası Organize Sanayi Bölgesi, 1. Kısım, Liman Caddesi, No:7, Dilovası - KOCAELİ.

      The Information Documents regarding the Extraordinary General Assembly Meeting and detailed explanations on the subject are available on the Public Disclosure Platform (https://www.kap.org.tr/tr) and on the Company's corporate website (https://www.polisanholding.com ).

    3. Information on Investments Made by the Company During the Relevant Accounting Period

      Between January 1 and June 30, 2025, the Company made a total investment expenditure of TRY 375,874,950 (January 1 - June 30, 2024: TRY 362,241,036).

      In line with the needs and investment plans of the Group companies, works are being carried out at the Dilovası campus to reorganize an area of approximately 22,750 m², including the removal of idle structures, in order to make the site available for use. Within the scope of this project, which aims to make the entire 22,750 m² area suitable for new investments, 8,000 m² of the total area was allocated as Poliport's Temporary Storage Area as of April 2025.

    4. Review of Operations

The Company's summary consolidated financial information for 1H2025, prepared in accordance with inflation accounting (IAS 29 "Financial Reporting in Hyperinflationary Economies"), is provided below5:



*In the Consolidated and Combined Revenue breakdown, figures before eliminations have been taken as the basis. Under the Chemistry segment in the combined revenues, Polisan Kimya's revenues and Rohm & Haas's revenues, proportionate to its shareholding, have been included.

CONSOLIDATED INCOME STATEMENT SUMMARY

TL million

1H2025

1H2024

Change YoY

Sales

2.823

3.245

-13%

Gross Profit

651

929

-30%

Operating Expenses

437

468

-7%

EBITDA

488

749

-35%

Other operating income/expense, net

2

-28

n.m.

Profit/(loss) from investments acc. using the equity method

-322

-116

179%

Operating Profit

-106

317

n.m.

Income/Expense from investment activities, net

14

-19

n.m.

Financial income/Expense, net

-140

-41

241%

Monetary Loss

25

-39

n.m.

Profit/Loss Before Tax

-208

218

n.m.

Tax Expense/Income

-16

-224

-93%

Profit/Loss from Continuing Operations

-224

-6

3935%

Profit/Loss from Discontinued Operations

-206

-152

35%

Profit for the Period

-430

-158

172%

Gross Margin

23,1%

28,6%

5,6 p.p.

EBITDA Margin

17,3%

23,1%

5,8 p.p.

Net Profit Margin

-7,9%

-0,2%

7,8 p.p.

  • In the first half of 2025, consolidated revenues amounted to TL 2.8 billion. The decline in revenues compared to the previous year was mainly driven by the following factors:

    5 Unless otherwise stated, amounts in the tables and explanations are expressed in millions of Turkish Lira ("TL") in terms of the purchasing power of the Turkish Lira as of June 30, 2025.

    • Gap between inflation and FX rates: While CPI and FX rate increases were balanced in the first half of 2024, they diverged in the second half of the year, and this trend continued in the first quarter of 2025. The gap, which was 24 points in January 2025, narrowed to 18 points in April, 14 points in June, and 11 points in July. Although the gap started to close as of June, the fact that FX rate increases lagged behind inflation in the first six months of 2025 limited the TL equivalent of FX-based revenues. Furthermore, due to inflation accounting, revenues for the first half of 2024 were indexed to a higher level, amplifying the year-on-year decline in revenues in the same period of 2025.
    • Slowdown in construction activities in Q1 due to weather conditions: In the construction chemicals segment, adverse weather conditions in the first quarter led to delays in construction activities and consequently deferred demand. Although sales volume in the second quarter was 28% higher than in the first quarter, first-half sales volume remained below the previous year.
    • Weak demand in chemical operations: Weak demand for chemical products in domestic and European markets, low order levels, and the decline in USD-based prices negatively affected the production and exports of the Turkish chemical sector, exerting pressure on the Company's revenues.
  • On 18.06.2025, the Board of Directors resolved to suspend the production activities of Polisan Hellas, to terminate the employment contracts of its limited number of personnel, and to continue negotiations regarding the sale of its shares. Accordingly, in the consolidated income statements of Polisan Holding as of 30.06.2025 and 30.06.2024, the operating results of Polisan Hellas were classified under "discontinued operations."

  • In the first half of 2025, in addition to the revenue impacts mentioned above, consolidated gross profit declined to TL 651 million due to costs being predominantly TL-denominated and the effect of inflationary pressures. The improvement of TL 32 million in operating expenses partially offset the adverse impact on profitability. EBITDA amounted to TL 488 million, with an EBITDA margin of 17.3%.

  • Net other income from main operations stood at TL 2 million in the first half of 2025 (6M2024: net expense of TL 28 million). This change was mainly driven by high deferred financing expenses recorded in the first half of 2024 and insurance compensation income recognized in 2025.

  • Shares of profit/loss of investments accounted for under the equity method: while a loss of TL 116 million was recorded in the first half of 2024, the loss amounted to TL 322 million in the first half of 2025. In the paints segment, the contraction in domestic demand, rising operating expenses due to high inflation, and elevated financing costs were the main reasons for the loss in the first half of 2025.

  • As a result of the decline in gross profit, the loss from investments accounted for under the equity method, and the increase in financing expenses, a Net Loss from Continuing Operations of TL 224 million was recorded in the first half of 2025.

  • With the classification of Polisan Hellas under "Discontinued Operations," the Loss from Discontinued Operations amounted to TL 206 million in the first half of the year (6M2024: loss of TL 152 million).

    CONSOLIDATED CASH FLOW SUMMARY

    TL million

    1H2025

    1H2024

    Cash flows from operating activities

    -95

    -110

    Cash flows from investing activities

    -323

    -320

    Cash flows from financing activities

    -29

    -36

    Net increase/decrease in cash and cash equivalents

    -446

    -466

    Cash and cash equivalents at the beginning of period

    594

    708

    Cash and cash equivalents at the end of period

    63

    102

  • Cash flows from operating activities amounted to -TL 95 million, mainly due to lower operating profitability and the impact of changes in working capital.

  • Net cash outflows from investing activities were TL 323 million in 1H2025, at a similar level to the same period of the previous year. Investment expenditures stood at TL 376 million, close to last year's figure, while interest income received amounted to TL 35 million.

  • Net cash outflows from financing activities amounted to TL 29 million in the period (30.06.2024: cash outflow of TL 36 million). Although there was an increase in net cash inflows from borrowings, this was offset by cash outflows arising from the loan repayments of Hellas, which was classified under discontinued operations with its production activities suspended. As of 30.06.2025, the capital of Polisan Hellas was increased to EUR 28.4 million (31.12.2024: EUR 1.4 million), and with the contribution of this capital increase, Polisan Hellas repaid loans amounting to EUR 30,787,523 in the first half of the year.

CONSOLIDATED BALANCE SHEET SUMMARY

TL Million

30.06.2025

31.12.2024

Current Assets

2.930

3.080

Fixed Assets

18.442

19.619

Total Assets

21.372

22.699

Short Term Liabilities

2.211

3.330

Long Term Liabilities

1.662

1.362

Shareholders' Equit

17.499

18.008

Total Liabilities & Equity

21.372

22.699

Net Financial Debt

1.823

1.257

Short Term Financial Debt

1.103

1.851

Long Term Financial Debt

783

0

Cash and cash equivalents (-)

63

594

Ratios

Current Ratio

1,3

0,9

Acid-Test Ratio

1,2

0,8

Cash Ratio

0,03

0,2

Return on Equity

-5,5%

-4,1%

Return on Assets*

-4,5%

-3,3%

Net Financial Debt/EBITDA*

1,9

1,0

Total Debt/Total Assets

18%

21%

Debt/Equity

22%

26%

*Based on Rolling Net Profit and EBITDA figure

  • As of 30 June 2025, due to the suspension of production activities of Polisan Hellas and the decision to continue negotiations with potential buyers for the sale of its shares, the assets of this subsidiary were classified under assets held for sale and the liabilities were classified under liabilities directly associated with assets held for sale. As a result of this classification, assets held for sale increased by TL 801 million as of 30.06.2025.

  • Since the assets and liabilities of Hellas were presented in the consolidated balance sheet as of 31.12.2024, a significant portion of the difference between the two reporting periods arises from this reclassification.

  • Current Assets: Current assets decreased by TL 150 million to TL 2.93 billion as of 30.06.2025. Excluding the impact of the reclassification of Hellas' assets, this decrease was mainly driven by the decline in cash and cash equivalents due to trade payables payments and the increase in trade receivables.
  • Non-Current Assets: At Polisan Kimya's Dilovası facilities, the land previously classified under prepaid expenses in the prior period was transferred to property, plant and equipment upon title deed registration. The Group reclassified the non-current assets of Polisan Hellas under current assets as assets held for sale. Investments accounted for using the equity method decreased by TL 325 million due to the current period loss. As a result of these effects, non-current assets decreased by TL 1.2 billion to TL 18.4 billion.
  • Short and Long-Term Liabilities: As of 30.06.2025, total liabilities decreased by TL 818 million to TL 3.87 billion. The main drivers of this change were the repayment of trade payables arising from investment expenditures and the decrease in deferred tax liabilities.
  • The issued capital of Polisan Holding, previously TL 758,500,000, was increased to TL 3,774,776,170, entirely covered by the capital adjustment positive differences amounting to TL 3,016,276,170.

  • Shareholders' Equity: Due to the impact of the current period loss, equity decreased by TL 509 million to TL 17.5 billion.
  • Net Financial Debt: The consolidated net financial debt position of the Holding increased by TL 433 million compared to year-end, reaching TL 1.82 billion as of 30 June 2025. Of this increase, TL 130 million originated from the reclassification of Polisan Hellas' net debt under liabilities directly associated with assets held for sale. The decline in cash and cash equivalents, driven by repayments of trade payables arising from investment expenditures, also contributed to the increase in net financial debt.
  • Polisan Holding carried out a capital increase of approximately EUR 27 million in Polisan Hellas through short- and long-term borrowings and restructured its loans. As of end-June, Polisan Holding's standalone net debt position was TL 1.03 billion (31.12.2024: standalone net cash of TL 34 million).

  • The Group has a net foreign currency liability position of USD 26.3 million and EUR 11.5 million (including the total amount of hedged liabilities).

    POLİPORT

    TL million

    1H2025

    1H2024

    Change YoY.

    Revenues

    1.162

    1.209

    -4%

    EBITDA

    518

    610

    -15%

    EBITDA Margin

    44,6%

    50,5%

    -5,9 p.p.

    Net Profit/Loss

    192

    248

    -23%

  • The widening of the FX-inflation gap, which started to be felt in the second half of 2024, adversely affected the revenues of Poliport, which predominantly generates FX-denominated revenues. In the dry bulk terminal, the handled cargo volume decreased by 4% compared to the same period of the previous year, amounting to 766 thousand tons in the first half of 2025. With the commissioning of the 8th tank farm project with a capacity of 5,850 m³ completed in November 2024, sales volume in the liquid cargo terminal operations increased by 4% compared to the first half of the previous year,

    reaching 1.5 million m³.

  • As part of the reorganization works at the Dilovası campus aimed at removing idle structures and making space available for use, an area of 8,000 m² was reorganized for more efficient utilization and allocated to Poliport as a Temporary Storage Area in April 2025.

  • As a result of the adverse impact of the FX-inflation gap on operating results, the Company's EBITDA amounted to TL 518 million, with an EBITDA margin of 44.6%.

  • The Company's Operating Profit was TL 333 million, while the Net Profit stood at TL 192 million, after

    accounting for a monetary loss of TL 33 million and a deferred tax expense of TL 82 million.

    POLİSAN KİMYA

    TL million

    1H2025

    1H2024

    Change YoY.

    Revenues

    1.037

    1.151

    -10%

    EBITDA

    24

    70

    -65%

    EBITDA Margin

    2,3%

    6,0%

    -3,7 p.p.

    Net Profit/Loss

    -90

    -141

    -

  • Polisan Kimya's sales volume increased by 5% in the first half of 2025 compared to the previous year, while its revenues declined by 10% to TL 1,037 million.

  • The widening of the FX-inflation gap, which has been evident since the second half of 2024, adversely affected the Company's FX-based revenues.

  • Weak demand in both domestic and export markets led to a decline in USD-based sales prices, while fluctuations in contracted and spot raw material prices in the first quarter also contributed to the decline in operating profitability in the first half. Despite the inflationary environment, financial discipline was maintained, and operating expenses decreased by 21% compared to the previous year. However, the decline in operating profitability was the main driver behind EBITDA falling below the prior-year level, amounting to TL 24 million.

  • Net financial expenses of Polisan Kimya amounted to TL 96 million, while the Net Loss stood at TL 90 million. With the positive impact of the TL 152 million improvement in deferred tax expenses, the Net Loss showed an improvement compared to the previous year.

    POLİSAN YAPIKİM

    TL million

    1H2025

    1H2024

    Change YoY.

    Revenues

    697

    967

    -28%

    EBITDA

    -4

    87

    -

    EBITDA Margin

    -0,6%

    9,0%

    -9,6 p.p.

    Net Profit/Loss

    -58

    -18

    217%

  • While adverse weather conditions in the first quarter negatively affected sales due to the slowdown in the construction sector, sales volumes in the second quarter caught up with the same period of the previous year. However, due to the unfavorable weather conditions in the first quarter, Yapıkim's sales volume declined by 11% in the first half of the year compared to the same period of the previous year.

  • The widening of the FX-inflation gap, which has been evident since the second half of 2024, adversely affected the Company's FX-linked revenues.

  • As a result of the decline in revenues and the subsequent decrease in Gross Profit, EBITDA was negative at TL -4 million.

  • Following the increase in financing expenses and the monetary loss of TL 31 million arising from the indexation of equity items under inflation accounting, a Net Loss of TL 58 million was recorded in the first half of 2025.





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