Polisan Holding AsBIST: POLHO

3Q 2025 Financial Report

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(Convenience translation of condensed consolidated financial information originally is sued in Turkish) Polisan Holding A.Ş. Condensed consolidated financial information for the interim period 1 January - 30 September 2025 together 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 32-34

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

Not reviewed

Audited

Assets

Notes

30 September 2025

31 December 2024

Current assets

3,045,149,453

3,310,767,951

Cash and cash equivalents

4

93,882,101

638,598,268

Trade receivables

6

1,233,923,711

1,567,485,081

- Trade receivables from related parties

24

11,195,691

14,470,887

- Trade receivables from third parties

1,222,728,020

1,553,014,194

Other receivables

31,228,678

44,402,514

- Other receivables from related parties

4,200,726

-

- Other receivables from third parties

27,027,952

44,402,514

Inventories

7

338,899,623

592,490,730

Prepaid expenses

202,281,746

50,327,488

Current income tax assets

783,183

1,080,677

Other current assets

303,948,070

252,385,173

Sub-total

2,204,947,112

3,146,769,931

Assets held for sale

13,21

840,202,341

163,998,020

Non-current assets

15,066,179,786

21,091,595,890

Other receivables

663,480

1,270,077

- Other receivables from third parties

663,480

1,270,077

Investments accounted using the equity method

8

-

5,117,499,604

Investment properties

9

5,459,812,059

5,459,812,059

Tangible assets

11

8,869,397,772

8,926,049,316

Right of use assets

10

528,614,030

531,600,902

Intangible assets

34,947,918

31,532,140

Prepaid expenses

28,044,387

507,020,146

Deferred tax assets

22

144,700,140

516,811,646

Total assets

18,111,329,239

24,402,363,841

Current period

Prior period

Not reviewed

Audited

Liabilities

Notes

30 September 2025

31 December 2024

Current liabilities

2,717,398,416

3,579,435,717

Short-term borrowings

5

1,169,141,509

1,694,749,410

Short-term portion of long-term borrowings

5

339,973,566

295,038,383

Trade payables

6

938,411,111

1,291,265,970

- Trade payables to related parties

24

1,411,278

433,201

- Trade payables to third parties

936,999,833

1,290,832,769

Employee benefit obligations

43,051,705

54,482,351

Other payables

17,637,317

25,836,829

- Other payables to third parties

17,637,317

25,836,829

Current income tax liability

34,199,299

28,646,688

Short-term provisions

12

36,693,589

108,472,917

- Short-term provisions for employee benefits

33,313,749

103,452,344

- Other short-term provisions

3,379,840

5,020,573

Other current liabilities

1,054,957

80,943,169

Sub-total

2,580,163,053

3,579,435,717

Assets held for sale

21

137,235,363

-

Non-current assets

1,486,679,030

1,463,821,632

Long-term borrowings

5

488,910,992

142,841,968

Long-term provisions

12

97,650,708

97,942,424

- Provisions for employee termination benefits

97,650,708

97,942,424

Deferred tax liabilities

22

900,117,330

1,223,037,240

Equity

13,907,251,793

19,359,106,492

Equity holders of the parent

Paid-in share capital

14

758,500,000

758,500,000

Adjustment to share capital

14

7,246,807,715

10,263,083,885

Share premium/discounts

14

226,725,250

226,725,250

Other comprehensive income/expense not to be

reclassified to profit or loss

1,081,884,855

1,100,518,963

- Revaluation and measurement gain / loss

1,081,884,855

1,100,518,963

Defined benefit plans re-measurement loss

(223,047,681)

(204,413,573)

Revaluation increase related to tangible assets

1,304,932,536

1,304,932,536

Spin-off impact

(1,746,305,296)

-

Other comprehensive expense to be reclassified to

profit/(loss)

(446,455,448)

(338,567,244)

-Currency translation differences

(446,455,448)

(338,567,244)

Restricted reserves

14

752,776,524

752,776,524

Retained earnings

6,596,069,114

7,390,376,868

Profit for the period

(562,750,921)

(794,307,754)

Total liabilities and equity

18,111,329,239

24,402,363,841

Current period

Prior period

Current period

Prior period

Not reviewed

Not reviewed

Not reviewed

Not reviewed

Notes

1 January -

30 September

2025

1 January -

30 September

2024

1 July -

30 September

2025

1 July -

30 September

2024

Profit and loss

Revenue

15

4,662,730,806

5,298,516,282

1,627,843,787

1,809,559,118

Cost of sales (-)

15

(3,634,147,642)

(3,766,455,079)

(1,298,925,310)

(1,275,768,465)

Gros s profit from commercial activities

1,028,583,164

1,532,061,203

328,918,477

533,790,653

Research and development expenses (-)

(579,428,614)

(601,371,795)

(207,248,013)

(181,974,497)

Marketing expenses (-)

(79,098,834)

(74,571,030)

(24,993,204)

(26,177,458)

General administrative expenses (-)

(65,566,671)

(56,335,573)

(22,303,077)

(20,503,851)

Other operating income

17

95,427,935

78,536,370

23,699,967

26,290,177

Other operating expenses (-)

17

(102,446,485)

(135,419,506)

(32,946,801)

(53,536,470)

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

8

(342,415,400)

(404,864,940)

4,131,935

(280,533,126)

Operating profit/(los s )

(44,944,905)

338,034,729

69,259,284

(2,644,572)

Income from investment activities

18

18,078,165

3,676,464

3,294,508

1,756,014

Expense from investment activities (-)

18

(37,452)

(32,142,254)

(18,871)

(9,532,539)

Operating profit/(los s ) before financial income/expens e

(26,904,192)

309,568,939

72,534,921

(10,421,097)

Financial income

19

94,479,258

115,095,574

12,009,094

20,927,329

Financial expenses (-)

19

(405,204,788)

(210,131,604)

(172,606,087)

(71,939,792)

Monetary (loss)/gain

20

89,860,249

(190,690,494)

63,484,441

(149,054,408)

Profit/(los s) before tax from continuing operations

(247,769,473)

23,842,415

(24,577,631)

(210,487,968)

Continuing operations tax income/expense

- Current tax expense

22

(38,797,979)

(51,752,035)

(12,066,103)

(51,752,035)

- Deferred tax income/expense

22

(53,250,432)

(270,391,393)

(62,528,394)

(30,096,597)

Profit/(los s) for the period from continuing operations

(339,817,884)

(298,301,013)

(99,172,128)

(292,336,600)

Profit/(los s) for the period from discontinuing operations

21

(222,933,037)

(239,422,214)

16,728,894

(118,273,647)

Profit for the period

(562,750,921)

(537,723,227)

(82,443,234)

(410,610,247)

Attributable to:

Non-controlling interests

-

-

-

-

Equity holders of the parent

(562,750,921)

(537,723,227)

(82,443,234)

(410,610,247)

Earnings /(los s) per s hare

23

(0.323)

(0.309)

(0.047)

(0.236)

-Earnings/(loss) per share from continuing operations

(0.195)

(0.171)

(0.057)

(0.168)

-Earnings/(loss) per share from discontinued operations

(0.128)

(0.137)

0.010

(0.068)

30 September 2025 unless otherwise indicated.)

Current period

Prior period

Current period

Prior period

Not reviewed

Not reviewed

Not reviewed

Not reviewed

Notes

1 January -

30 September

2025

1 January -

30 September

2024

1 July -

30 September

2025

1 July -

30 September

2024

Profit/(los s) for the period

(562,750,921)

(537,723,227)

(82,443,234)

(410,610,247)

Other comprehensive income:

Items not to be reclassified to profit or loss

(18,634,108)

(61,149,165)

(8,733,481)

(13,701,096)

- Defined benefit plans re-measurement loss

12

(16,672,525)

(44,104,140)

(4,443,767)

(9,691,448)

- Defined benefit plans re-measurement loss, tax effect

22

4,058,836

11,026,034

1,001,645

2,422,861

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

8

(8,027,226)

(37,428,078)

(7,055,147)

(8,576,678)

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

8

2,006,807

9,357,019

1,763,788

2,144,169

Items to be reclass ified to profit or los s

(107,888,204)

(40,975,295)

(2,874,942)

(10,723,038)

- Currency translation differences

(104,339,395)

(29,073,742)

(2,746,161)

(7,231,540)

- Currency translation differences of investment accounted by equity method

8

(3,548,809)

(11,901,553)

(128,781)

(3,491,498)

Other comprehensive expense

(126,522,312)

(102,124,460)

(11,608,423)

(24,424,134)

Total comprehens ive income/(loss )

(689,273,233)

(639,847,687)

(94,051,657)

(435,034,381)

Attributable to:

Non-controlling interest

-

-

-

-

Equity holders of the parent

(689,273,233)

(639,847,687)

(94,051,657)

(435,034,381)

(Convenience translation of condensed consolidated financial information originally is sued in Turkish) Polisan Holding A.Ş. Consolidated statement of changes in equity for the period between 1 January- 30 September, 2025 and 2024 (Amounts expressed in Turkish Lira ("TRY") in terms of purchasing power of the TRY at 30 September 2025 unless otherwise indicated.)

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

Revaluation and measurement gain / loss

Impact of Spin-off

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

Involving Entities or Businesses Under Common Control

Currency translation

differences

Restricted reserves

Retained

earnings Net profit Total equity

Balance at 1 January 2024

758,500,000

10,263,055,287

226,724,659

(148,442,339)

1,304,928,135

-

(289,936,309)

752,773,985

6,170,308,672

1,354,127,573

20,392,039,663

Transfers

-

-

-

-

-

-

-

2,233,202

1,351,894,371

(1,354,127,573)

-

Total comprehensive income

-

-

-

(61,149,165)

-

-

(40,975,295)

-

-

(537,723,227)

(639,847,687)

- Profit for the period

-

-

-

-

-

-

-

-

-

(537,723,227)

(537,723,227)

- Other comprehensive expense

-

-

-

(61,149,165)

-

-

(40,975,295)

-

-

-

(102,124,460)

Balance at 30 September 2024

758,500,000

10,263,055,287

226,724,659

(209,591,504)

1,304,928,135

-

(330,911,604)

755,007,187

7,522,203,043

(537,723,227)

19,752,191,976

Balance at 1 January 2025

758,500,000

10,263,083,885

226,725,250

(204,413,573)

1,304,932,536

-

(338,567,244)

752,776,524

7,390,376,868

(794,307,754)

19,359,106,492

Transfers

-

-

-

-

-

-

-

-

(794,307,754)

794,307,754

-

Capital increase

3,016,276,170

(3,016,276,170)

-

-

-

-

-

-

-

-

-

Total comprehensive income

-

-

-

(18,634,108)

-

-

(107,888,204)

-

-

(562,750,921)

(689,273,233)

- Profit for the period

-

-

-

-

-

-

-

-

-

(562,750,921)

(562,750,921)

- Other comprehensive expense

-

-

-

(18,634,108)

-

-

(107,888,204)

-

-

-

(126,522,312)

Impact of partial spin-off (*)

(3,016,276,170)

-

-

-

-

(1,746,305,296)

-

-

-

-

(4,762,581,466)

Balance at 30 September 2025

758,500,000

7,246,807,715

226,725,250

(223,047,681)

1,304,932,536

(1,746,305,296)

(446,455,448)

752,776,524

6,596,069,114

(562,750,921)

13,907,251,793

(*) Polisan Holding A.Ş.'s equity interests in Rohm and Haas Kimyasal Ürünler Üretim Dağıtım ve Ticaret A.Ş. and Polisan Kansai Boya Sanayi ve Ticaret A.Ş. were separated from Polisan Holding A.Ş. under the partial spin-off approved at the Extraordinary General Assembly meeting held on 29 August 2025, and the transaction was registered on 10 September 2025.

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

Current period

Prior period

Not reviewed

Not reviewed

1 January -

1 January -

Notes

30 September 2025

30 September 2024

A. Cash flows from operating activities:

174,257,846

(50,823,342)

Profit for the period

(562,750,921)

(537,723,227)

- Profit for the period from continuing operations

(339,817,884)

(298,301,013)

- Profit for the period from discontinuing operations

(222,933,037)

(239,422,214)

Adjustment for reconciliation of profit for the period

1,280,690,701

1,264,606,152

Adjustments for depreciation and amortization expenses

16

462,595,693

458,584,766

Adjustments related to provisions

23,596,198

34,464,523

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

12

21,140,361

33,053,261

- Adjustments to lawsuits and/or penalty provisions (cancellations )

12

2,455,837

1,411,262

Adjustments related to impairment (cancellations)

2,436,922

(50,941,681)

- Adjustments related to impairment of trade receivables (cancellations )

6

2,436,922

(1,392,093)

- Adjustments related to impairment of inventories (cancellations )

7

-

(49,549,588)

Adjustments for profit/loss on sale of tangible assets

18

(17,702,226)

2,487,434

Adjustmets for profit/loss related to sale of investment property

18

-

174,734

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

8

342,415,400

404,864,940

Adjustments to tax expense/income

22

92,048,411

322,143,428

Adjustments for interest income and expense

133,004,588

54,839,372

- Adjustments related to interest income

19

(44,303,918)

(42,137,256)

- Adjustments related to interest expenses

19

168,966,936

91,682,461

- Deferred financial income from deferred payment sale

17

10,494,154

16,002,874

- Deferred financial expense from deferred payment sale

17

(2,152,584)

(10,708,707)

Adjustment related to unrealized foreign currency translation differences

462,050,387

679,102,501

Moneraty gain /(loss)

(219,754,672)

(641,113,865)

Changes in working capital

(419,198,741)

(627,878,189)

Adjustments for increase/decrease in trade receivables

51,376,556

18,285,467

Adjustments for increase/decrease in inventories

12,013,249

(477,208,775)

Adjustments for increase in other operational receivables

12,453,990

35,779,249

Adjustments for increase/decrease in prepaid expenses

(142,189,441)

71,343,168

Adjustments for increase/decrease in other assets related to operations

(53,426,491)

172,662,186

Adjustments for increase/decrease in trade payables

(281,727,412)

(420,430,575)

Adjustments for increase in other operational payables

(8,152,899)

(3,355,102)

Adjustments for increase/decrease in employee benefit obligations

(2,773,758)

(13,476,385)

Adjustments for increase/decrease in other operational liabilities

(6,772,535)

(11,477,422)

Cash flows from operating activities

298,741,039

99,004,736

Tax payments/refunds

(32,947,874)

(118,152,185)

Legal settlement paid

12

(3,078,685)

-

Employee termination benefits paid

12

(88,456,634)

(31,675,893)

B. Cash flows from investing activities

(498,042,360)

(431,807,591)

Proceeds from sale of tangible/intangible assets

28,260,941

338,208

Purchase of tangible/intangible assets

(570,607,219)

(479,977,357)

Proceeds from sale of investment properties

-

5,694,302

Interest received

44,303,918

42,137,256

C. Cash flows from financing activities

(91,460,602)

144,459,837

Cash inflows from borrowings obtained

5

2,422,688,848

2,189,389,026

Cash outflows related to loan repayment

5

(1,011,524,823)

(1,696,150,100)

Cash outflows from lease agreements

5

(75,805,673)

(89,732,292)

Interest paid

(145,317,250)

(82,194,339)

Dividends paid

-

(137,281,891)

Cash flow from discontinued operations

(1,281,501,704)

(39,570,567)

Before the effect of exchange rate changes (A+B+C)

(415,245,116)

(338,171,096)

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

(415,245,116)

(338,171,096)

Inflation impact on cash and cash equivalents

4

638,598,268

761,156,959

Cash and cash equivalents at the beginning of the period

(129,471,051)

(200,907,403)

Cash and cash equivalents at the end of the period

4

93,882,101

222,078,460

The accompanying notes are an integral part of these condensed 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 Board of Directors' proposal regarding the partial spin-off, to be executed through the transfer of Polisan Holding A.Ş.'s equity interests in Rohm and Haas Kimyasal Ürünler Üretim Dağıtım ve Ticaret A.Ş. and Polisan Kansai Boya Sanayi ve Ticaret A.Ş. to the newly established Marmara Holding A.Ş. under the "share transfer to shareholders" model, was approved at the Extraordinary General Assembly meeting held on 29 August 2025. The amendment to the articles of association concerning the establishment of Marmara Holding A.Ş. and the capital reduction resulting from the partial spin-off was registered and announced on 10 September 2025, upon which the equity interests in Polisan Kansai Boya and Rohm Haas were formally transferred to Marmara Holding 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 30 September 2025 is 931 (31 December 2024: 1,109). In calculating the average number of employees, the employee counts of Polisan Kansai Boya and Rohm and Haas were included in the calculation up to 10 September 2025.

Subs idiaries :

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)

    Subs idiaries (continued):

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

    Polisan Hellas S.A. was established on 29 July 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 30 September 2022.

    Joint ventures and As s ociates :

    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 30 September 2025 the average number of personnel employed by Rohm and Haas is 50 (31 December 2024: 49).

    Approval of the financial s tatements

    The condensed consolidated financial information was approved and authorized for issue by the Board of Directors on 7 November 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 13 June 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 4 October 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 23 November 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 31 December 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 30 September 2025. Accordingly, the Group has also presented its consolidated financial statements as of 30 September 2024 and 31 December 2024 on the basis of purchasing power as of 30 September 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 31 December 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 September 2025

        3367.22

        1

        222%

        31 December 2024

        2684.55

        1.25430

        291%

        30 September 2024

        2526.16

        1.33294

        343%

        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 1 January 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 30 September 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 September 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 is sued but not effective as of 30 September 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 s ignificant 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 30 September 2025 and 31 December 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 (%)

        30 September

        31 December

        30 September

        31 December

        2025

        2024

        2025

        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 30 September 2025 and 31 December 2024:

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

        30 September

        31 December

        30 September

        31 December

        2025

        2024

        2025

        2024

        Polisan Kansai Boya

        Joint venture

        -

        50.00

        -

        50.00

        Tintomix

        Joint venture

        -

        51.00

        -

        25.50

        Rohm and Haas

        Associate

        -

        40.00

        -

        40.00

        The Board of Directors' proposal regarding the partial spin-off, to be executed through the transfer of Polisan Holding A.Ş.'s equity interests in Rohm and Haas Kimyasal Ürünler Üretim Dağıtım ve Ticaret A.Ş. and Polisan Kansai Boya Sanayi ve Ticaret A.Ş. to the newly established Marmara Holding A.Ş. under the "share transfer to shareholders" model, was approved at the Extraordinary General Assembly meeting held on 29 August 2025. The amendment to the articles of association concerning the establishment of Marmara Holding A.Ş. and the capital reduction resulting from the partial spin-off was registered and announced on 10 September 2025, upon which the equity interests in Polisan Kansai Boya and Rohm Haas were formally transferred to Marmara Holding A.Ş.

      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 12 March 2025 and 18 June 2025, the Group decided to initiate negotiations to sell Polisan Hellas' shares due to the ongoing contraction in demand in the PET sector; and as the remaining inventory was sold and the effects of the demand contraction continued, to terminate the employment contracts of Polisan Hellas personnel, to cease its production activities, and to provide support to reduce the company's debts.

      As a result of this decision, as of 30 September 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 1 January to 30 September 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 1 January to 30 September 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 / Offs etting

      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 30 September 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 30 September 2025 and 31 December 2024, total assets and liabilities are as follows:

Assets

30 September 2025

31 December 2024

Chemical products

8,117,805,297

7,926,912,867

Port

11,106,170,937

11,072,242,807

Services

10,314,312,534

11,900,037,133

Combined

29,538,288,768

30,899,192,807

Add: Carrying values of Joint Ventures (Note 8)

-

5,117,499,604

Less: Eliminations

(11,426,959,529)

(11,614,328,570)

Consolidated

18,111,329,239

24,402,363,841

Liabilities

30 September 2025

31 December 2024

Chemical products

1,889,433,868

3,626,238,854

Port

1,405,930,470

1,669,343,592

Services

1,292,784,191

260,262,465

Combined

4,588,148,529

5,555,844,911

Less: Eliminations

(384,071,083)

(512,587,562)

Consolidated

4,204,077,446

5,043,257,349

3. Segment reporting (Continued)

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

Chemical products

Port

Services

Combined

Plus: Joint venture sharing profits and

loses

Consolidation adjustments

Consolidated

Revenue

2,895,723,207

1,880,114,903

535,264,471

5,311,102,581

-

(648,371,775)

4,662,730,806

- Intra segment revenue

2,709,011,385

1,799,645,799

287,762,121

4,796,419,305

-

(133,688,499)

4,662,730,806

- Inter segment revenue

186,711,822

80,469,104

247,502,350

514,683,276

-

(514,683,276)

-

Cost of sales (-)

(2,613,951,979)

(1,170,901,889)

(495,780,721)

(4,280,634,589)

-

646,486,947

(3,634,147,642)

Gross profit

281,771,228

709,213,014

39,483,750

1,030,467,992

-

(1,884,828)

1,028,583,164

Operational expenses

(364,333,489)

(213,902,996)

(149,039,824)

(727,276,309)

-

3,182,190

(724,094,119)

Other income/expense from operating activities, net

(29,810,034)

22,147,960

643,524

(7,018,550)

-

-

(7,018,550)

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

-

-

-

-

(342,415,400)

-

(342,415,400)

Operating profit

(112,372,295)

517,457,978

(108,912,550)

296,173,133

(342,415,400)

1,297,362

(44,944,905)

Income / expenses from investment activities, net

8,058,411

(1,437,542)

269,550

6,890,419

-

11,150,294

18,040,713

Operating profit before financial income/expense

(104,313,884)

516,020,436

(108,643,000)

303,063,552

(342,415,400)

12,447,656

(26,904,192)

Financial income/(expenses),net

(250,499,718)

3,883,936

(64,109,748)

(310,725,530)

-

-

(310,725,530)

Monetary (Loss)/Gain

(22,416,727)

(52,102,319)

37,567,965

(36,951,081)

-

126,811,330

89,860,249

Profit before tax from continuing operations

(377,230,329)

467,802,053

(135,184,783)

(44,613,059)

(342,415,400)

139,258,986

(247,769,473)

Tax income/(expense), net

65,399,941

(161,154,938)

10,299,627

(85,455,370)

-

(6,593,041)

(92,048,411)

Profit for the period from continuing operations

(311,830,388)

306,647,115

(124,885,156)

(130,068,429)

(342,415,400)

132,665,945

(339,817,884)

Depreciation and amortization

108,714,108

334,120,532

30,256,465

473,091,105

-

(10,495,412)

462,595,693

Investment expenditures

169,738,001

396,843,364

4,025,854

570,607,219

-

-

570,607,219

Finance income

10,253,650

57,478,634

25,102,810

92,835,094

-

(48,531,176)

44,303,918

Finance expense

129,418,078

51,691,567

36,388,467

217,498,112

-

(48,531,176)

168,966,936

3.

Segment reporting (Continued)

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

Chemical

Plus: Joint venture sharing profits and

Consolidation

products

Port

Services

Combined

loses

adjustments

Consolidated

Revenue

3,536,061,002

1,928,812,741

543,768,426

6,008,642,169

-

(710,125,887)

5,298,516,282

-

Intra segment revenue

3,474,308,717

1,839,505,268

350,878,167

5,664,692,152

-

(366,175,870)

5,298,516,282

-

Inter segment revenue

61,752,285

89,307,473

192,890,259

343,950,017

-

(343,950,017)

-

Cost of sales (-)

(3,013,756,691)

(987,127,306)

(499,999,322)

(4,500,883,319)

-

734,428,240

(3,766,455,079)

Gross profit

522,304,311

941,685,435

43,769,104

1,507,758,850

-

24,302,353

1,532,061,203

Operational expenses

(372,526,244)

(231,856,762)

(75,511,128)

(679,894,134)

-

(52,384,264)

(732,278,398)

Other income/expense from operating activities, net

(62,916,481)

13,580,247

(7,546,902)

(56,883,136)

-

-

(56,883,136)

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

-

-

-

-

(404,864,940)

-

(404,864,940)

Operating profit

86,861,586

723,408,920

(39,288,926)

770,981,580

(404,864,940)

(28,081,911)

338,034,729

Income / expenses from investment activities, net

(26,538,840)

(1,043,018)

(883,932)

(28,465,790)

-

-

(28,465,790)

Operating profit before financial income/expense

60,322,746

722,365,902

(40,172,858)

742,515,790

(404,864,940)

(28,081,911)

309,568,939

Financial income/(expenses),net

(139,043,030)

27,625,379

16,381,621

(95,036,030)

-

-

(95,036,030)

Monetary (Loss)/Gain

(61,673,113)

(209,925,368)

7,927,792

(263,670,689)

-

72,980,195

(190,690,494)

Profit before tax from continuing operations

(140,393,397)

540,065,913

(15,863,445)

383,809,071

(404,864,940)

44,898,284

23,842,415

Tax income/(expense), net

(143,412,530)

(173,013,368)

(12,963,937)

(329,389,835)

-

7,246,407

(322,143,428)

Profit for the period from continuing operations

(283,805,927)

367,052,545

(28,827,382)

54,419,236

(404,864,940)

52,144,691

(298,301,013)

Depreciation and amortization

136,694,616

288,887,015

33,003,135

458,584,766

-

-

458,584,766

Investment expenditures

109,596,584

390,771,747

97,804,462

598,172,793

-

(118,195,437)

479,977,356

Finance income

33,081,781

64,723,515

9,991,951

107,797,247

-

(65,659,991)

42,137,256

Finance expense

100,750,714

51,146,387

5,445,351

157,342,452

-

(65,659,991)

91,682,461

3.

Segment reporting (Continued)

Statement of profit or loss reporting for the period between 1 July - 30 September 2025:

Chemical

Plus: Joint venture sharing profits and

Consolidation

products

Port

Services

Combined

loses

adjustments

Consolidated

Revenue

1,031,103,856

630,940,853

149,958,949

1,812,003,658

-

(184,159,871)

1,627,843,787

-

Intra segment revenue

968,822,781

594,538,726

69,313,732

1,632,675,239

-

(4,831,452)

1,627,843,787

-

Inter segment revenue

62,281,075

36,402,127

80,645,217

179,328,419

-

(179,328,419)

-

Cost of sales (-)

(943,728,305)

(405,001,379)

(139,958,057)

(1,488,687,741)

-

189,762,431

(1,298,925,310)

Gross profit

87,375,551

225,939,474

10,000,892

323,315,917

-

5,602,560

328,918,477

Operational expenses

(120,425,947)

(69,987,294)

(63,892,261)

(254,305,502)

-

(238,792)

(254,544,294)

Other income/expense from operating activities, net

(10,823,392)

3,398,556

(1,821,998)

(9,246,834)

-

-

(9,246,834)

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

-

-

-

-

4,131,935

-

4,131,935

Operating profit

(43,873,788)

159,350,736

(55,713,367)

59,763,581

4,131,935

5,363,768

69,259,284

Income / expenses from investment activities, net

(9,387,957)

1,389,568

123,732

(7,874,657)

-

11,150,294

3,275,637

Operating profit before financial income/expense

(53,261,745)

160,740,304

(55,589,635)

51,888,924

4,131,935

16,514,062

72,534,921

Financial income/(expenses),net

(84,267,378)

3,110,381

(79,439,996)

(160,596,993)

-

-

(160,596,993)

Monetary (Loss)/Gain

5,356,265

(17,087,121)

44,227,950

32,497,094

-

30,987,347

63,484,441

Profit before tax from continuing operations

(132,172,858)

146,763,564

(90,801,681)

(76,210,975)

4,131,935

47,501,409

(24,577,631)

Tax income/(expense), net

(20,782,000)

(46,063,735)

1,303,521

(65,542,214)

-

(9,052,283)

(74,594,497)

Profit for the period from continuing operations

(152,954,858)

100,699,829

(89,498,160)

(141,753,189)

4,131,935

38,449,126

(99,172,128)

Depreciation and amortization

37,652,416

116,434,350

13,340,564

167,427,330

-

787,576

168,214,906

Investment expenditures

53,456,400

120,143,341

(7,073,128)

166,526,613

-

-

166,526,613

Finance income

1,394,856

29,214,766

1,755,406

32,365,028

-

(25,774,432)

6,590,596

Finance expense

57,366,457

23,054,448

27,300,764

107,721,669

-

(25,774,432)

81,947,237

  1. Segment reporting (Continued)

    Statement of profit or loss reporting for the period between 1 July - 30 September 2024:

    Chemical products

    Port

    Services

    Combined

    Plus: Joint venture sharing profits and

    loses

    Consolidation adjustments

    Consolidated

    Revenue

    1,259,221,682

    628,798,239

    243,704,683

    2,131,724,604

    -

    (322,165,486)

    1,809,559,118

    - Intra segment revenue

    1,305,908,491

    568,944,614

    130,205,270

    2,005,058,375

    -

    (195,499,257)

    1,809,559,118

    - Inter segment revenue

    (46,686,809)

    59,853,625

    113,499,413

    126,666,229

    -

    (126,666,229)

    -

    Cost of sales (-)

    (1,070,093,423)

    (301,943,859)

    (222,095,224)

    (1,594,132,506)

    -

    318,364,041

    (1,275,768,465)

    Gross profit

    189,128,259

    326,854,380

    21,609,459

    537,592,098

    -

    (3,801,445)

    533,790,653

    Operational expenses

    (114,565,221)

    (79,905,916)

    (18,339,876)

    (212,811,013)

    -

    (15,844,793)

    (228,655,806)

    Other income/expense from operating activities, net

    (29,176,316)

    2,630,187

    (700,164)

    (27,246,293)

    -

    -

    (27,246,293)

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

    -

    -

    -

    -

    (280,533,126)

    -

    (280,533,126)

    Operating profit

    45,386,722

    249,578,651

    2,569,419

    297,534,792

    (280,533,126)

    (19,646,238)

    (2,644,572)

    Income / expenses from investment activities, net

    (7,782,917)

    71,950

    (65,558)

    (7,776,525)

    -

    -

    (7,776,525)

    Operating profit before financial income/expense

    37,603,805

    249,650,601

    2,503,861

    289,758,267

    (280,533,126)

    (19,646,238)

    (10,421,097)

    Financial income/(expenses),net

    (70,456,185)

    15,350,759

    4,092,963

    (51,012,463)

    -

    -

    (51,012,463)

    Monetary (Loss)/Gain

    (30,366,142)

    (138,767,001)

    15,514,275

    (153,618,868)

    -

    4,564,460

    (149,054,408)

    Profit before tax from continuing operations

    (63,218,522)

    126,234,359

    22,111,099

    85,126,936

    (280,533,126)

    (15,081,778)

    (210,487,968)

    Tax income/(expense), net

    (49,754,136)

    (26,186,141)

    (9,421,707)

    (85,361,984)

    -

    3,513,352

    (81,848,632)

    Profit for the period from continuing operations

    (112,972,658)

    100,048,218

    12,689,392

    (235,048)

    (280,533,126)

    (11,568,426)

    (292,336,600)

    Depreciation and amortization

    43,737,707

    95,893,867

    8,690,031

    148,321,605

    -

    -

    148,321,605

    Investment expenditures

    (62,964)

    156,718,329

    (67,569,355)

    89,086,010

    -

    1,467,950

    90,553,960

    Finance income

    12,298,199

    36,393,117

    963,969

    49,655,285

    -

    (44,310,169)

    5,345,116

    Finance expense

    51,095,994

    18,733,666

    (3,328,798)

    66,500,862

    -

    (44,310,169)

    22,190,693

  2. Cash and cash equivalents

    30 September 2025

    31 December 2024

    Cash in hand

    51,145

    292,898

    Banks

    93,570,956

    638,092,704

    - Demand deposits

    14,965,948

    118,333,620

    - Time deposits

    78,605,008

    519,759,084

    Other cash and cash equivalents

    260,000

    212,666

    Total

    93,882,101

    638,598,268

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

    As of 30 September 2025 details of time deposits are as follows:

    Currency

    Average interest rate

    Maturity

    Foreign currency amount

    TRY equivalent

    USD

    4.00%

    2 days

    1,565,500

    64,965,746

    TRY

    40.60%

    2 days

    12,525,225

    12,525,225

    EURO

    0.04%

    2 days

    22,900

    1,114,037

    Total

    78,605,008

    As of 31 December 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

    361,427,538

    TRY

    46.50%

    2 days

    151,418,553

    151,418,553

    EURO

    0.01%

    2 days

    150,000

    6,912,993

    Total

    519,759,084

  3. Financial Borrowings
Interest rate 30 September 2025 Interest rate 31 December 2024

Short-term borrowings

Short-term bank borrowings

- TRY

23.16%

350,000,000

-

-

- EURO

7.06%

223,977,693

5.71%

1,650,568,825

- USD

9.37%

593,948,213

6.50%

44,180,585

Financial leasings

- TRY

22.50%

1,215,603

-

-

Total

1,169,141,509

1,694,749,410

Interest rate 30 September 2025 Interest rate 31 December 2024

Short-term portion of long-term borrowings

Bank borrowings

- TRY

17.00%

3,137,226

17.00%

15,738,766

- EURO

6.81%

145,943,700

6.66%

225,866,767

- USD

8.93%

190,892,640

-

-

Financial leasings

- TRY

-

-

22.50%

50,863,217

- EURO

-

-

2,25% - 3,00%

2,569,633

Total

339,973,566

295,038,383

Interest rate

30 September 2025

Interest rate

31 December 2024

Long-term borrowings

Bank borrowings

- EURO

6.81%

145,943,700

6.66%

3,335,668

- USD

8.93%

190,892,639

-

-

Financial leasing obligations

- TRY

22.50%

152,074,653

22.50%

139,506,300

Total

488,910,992

142,841,968

  1. Financial borrowings (Continued)

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

    Maturity-Total bank borrowings

    30 September 2025

    31 December 2024

    0 - 3 months

    3,125,000

    407,688,777

    Between 3 - 6 months

    250,280,046

    761,269,202

    Between 6 - 12 months

    1,254,494,426

    767,396,964

    Between 1 - 2 years

    336,836,339

    3,335,668

    Total

    1,844,735,811

    1,939,690,611

    Maturity- financial leasing obligations

    30 September 2025

    31 December 2024

    0 - 3 months

    57,368

    13,601,884

    Between 3 - 6 months

    739,112

    12,590,320

    Between 6 - 12 months

    419,123

    27,240,646

    Between 1 - 2 years

    31,874,935

    39,017,018

    More than 2 years

    120,199,718

    100,489,282

    Total

    153,290,256

    192,939,150

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

    30 September 2025

    30 September 2024

    Total bank borrowings as of 1 January

    1,939,690,611

    1,574,889,757

    Cash inflows from borrowing

    2,422,688,848

    2,189,389,026

    Cash outflow from borrowing

    (1,011,524,823)

    (1,696,150,100)

    Loan repayments related to discontinued operations

    (1,602,377,105)

    -

    Interest paid

    (67,691,616)

    (21,291,227)

    Interest accrual

    91,341,302

    21,158,879

    Foreign exchange and currency translation differences

    563,456,273

    763,054,470

    Transfers to liabilities held for sale

    (79,485,587)

    -

    Monetary (loss)/gain

    (411,362,092)

    (805,950,265)

    Total bank borrowings as of 30 September

    1,844,735,811

    2,025,100,540

    30 September 2025

    30 September 2024

    Total financial leasing obligations as of 1 January

    192,939,150

    226,479,918

    Additions

    23,092,266

    54,633,168

    Disposals

    -

    (2,487,539)

    Payments

    (75,805,673)

    (89,732,292)

    Effect of change in interest expenses

    52,172,061

    50,431,177

    Changes in rental agreements

    47,063,961

    48,054,858

    Translation difference

    -

    1,397,829

    Transfers to liabilities held for sale

    (6,233,488)

    -

    Monetary (Loss)/Gain

    (79,938,021)

    (61,115,552)

    Total financial leasing as of 30 September

    153,290,256

    227,661,567

  2. Trade receivable and payables

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

Trade receivables

30 September 2025

31 December 2024

Trade receivables

925,233,301

1,032,764,937

Notes and cheques receivables

401,241,339

646,613,648

Receivables from related parties (Note 24)

11,195,691

14,470,887

Subtotal

1,337,670,331

1,693,849,472

Allowance for doubtful receivables (-)

(68,333,171)

(101,445,096)

Deferred finance expense (-)

(35,413,449)

(24,919,295)

Total

1,233,923,711

1,567,485,081

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 30 September 2025 and 30 September 2024 are as follows:

30 September 2025

30 September 2024

1 January

101,445,096

136,678,549

Provisions for doubtful receivables (Note 17)

2,804,184

1,738,958

Provisions no longer required (Note 17)

(367,262)

(3,131,051)

Effect of currency translation difference

-

12,567,599

Transfers to assets held for sale

(19,462,501)

-

Monetary (loss)/gain

(16,086,346)

(44,753,303)

30 September

68,333,171

103,100,752

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

Maturity

30 September 2025

31 December 2024

Past due

59,851,852

132,927,646

0-3 months

1,057,235,454

1,227,399,874

3-6 months

116,836,405

148,683,790

6-9 months

-

44,049,321

9-12 months

-

14,424,450

Total

1,233,923,711

1,567,485,081

As of 30 September 2025 letter of guarantees amounting to TRY 65,426,745 (31 December 2024: TRY 132,927,647) has been received for the past due but not impaired trade receivables amounting to TRY 5,819,039 (31 December 2024: TRY 12,985,462). Doubtful receivables are not included into the maturity details.

6. Trade receivable and payables (Continued)

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

30 September 2025

31 December 2024

1-30 days past due

31,621,319

122,379,582

1-3 months past due

17,009,934

9,792,816

3-12 months past due

10,131,124

345,018

1-5 years past due

1,089,475

410,230

Total

59,851,852

132,927,646

Trade payables

30 September 2025

31 December 2024

Trade payables

946,433,665

1,298,114,017

Payables to related parties (Note 24)

1,411,278

433,201

Deferred financial income (-)

(9,433,832)

(7,281,248)

Total

938,411,111

1,291,265,970

7. Inventories

30 September 2025

31 December 2024

Raw materials and supplies

204,166,326

200,328,583

Work in process

45,525,539

51,110,347

Finished goods

2,077,132

272,403,492

Merchandise

1,335,473

16,879,966

Goods in transit

74,859,148

60,758,696

Other inventories

11,152,409

28,577,762

Subtotal

339,116,027

630,058,846

Provision for impairment of inventories (-)

(216,404)

(37,568,116)

Total

338,899,623

592,490,730

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

2025

2024

1 January

37,568,116

66,093,790

Provisions no longer required (-)

-

(49,549,588)

Currency translation difference

-

4,327,688

Transfers to assets held for sale

(4,481,969)

-

Monetary (loss)/gain

(32,869,743)

(17,476,574)

30 September

216,404

3,395,316

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

8. Investments accounted using the equity method

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

30 September 2025

31

December 2024

%

TRY

%

TRY

Joint venture

Polisan Kansai Boya

-

-

50

5,050,280,968

Associate

Rohm And Haas

-

-

40

67,218,636

Total

-

5,117,499,604

The Board of Directors' proposal regarding the partial spin-off, to be carried out through the transfer of Polisan Holding A.Ş.'s equity interests in Polisan Kansai Boya and Rohm and Haas to the newly established Marmara Holding A.Ş. under the "share transfer to shareholders" model, was approved at the Extraordinary General Assembly meeting held on 29 August 2025. The resolutions regarding the establishment of Marmara Holding A.Ş. and the capital reduction arising from the partial spin-off, as adopted at the Extraordinary General Assembly meeting, were registered and announced on 10 September 2025, and the related equity interests were transferred to Marmara Holding A.Ş. Following the transfer, the shares of profit or loss from investments accounted for using the equity method were recognized in the financial statements of Polisan Holding until 10 September 2025, and in the financial statements of Marmara Holding A.Ş. from 10 September 2025 onward.

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

2025

2024

1 January

5,117,499,604

5,814,410,504

Profit from investments accounted using the equity method

(342,415,400)

(404,864,940)

Effect of losses from defined benefit plans

(6,020,419)

(28,071,059)

Currency translation difference

(3,548,809)

(11,901,553)

Impact of partial spin-off (*)

(4,765,514,976)

-

30 September

-

5,369,572,952

(*)The equity-method investments in Polisan Kansai Boya and Rohm and Haas were transferred to the newly established Marmara Holding A.Ş. through the partial spin-off as of 10 September 2025.

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

30 September 2025 - Condensed balance sheet information (*)

Polisan Kansai Boya

Rohm and Haas

Current assets

3,028,029,261

953,308,395

Non-current assets

9,096,269,820

200,649,290

Total assets

12,124,299,081

1,153,957,685

Short-term liabilities

4,720,729,910

995,111,222

Long-term liabilities

209,775,433

21,813,182

Total liabilities

4,930,505,343

1,016,924,404

Net assets

7,193,793,738

137,033,281

Reconciliation of carrying value:

Ownership of the Group

50%

40%

Net asset share of the Group

3,596,896,869

54,813,312

Goodwill carried at Group level

877,445,657

-

Carrying value

4,474,342,526

54,813,312

(*) The financial position statements as of 10 September 2025 are presented at purchasing power as of 30 September 2025.

8. Investments accounted using the equity method (Continued)

31 December 2024 - Condensed balance sheet information

Polisan Kansai Boya

Rohm and Haas

Current assets

3,310,131,059

661,012,138

Non-current assets

9,194,294,402

226,293,572

Total assets

12,504,425,461

887,305,710

Short-term liabilities

4,505,785,902

698,722,441

Long-term liabilities

274,714,183

20,536,676

Total liabilities

4,780,500,085

719,259,117

Net assets

7,723,925,376

168,046,593

Reconciliation of carrying value:

Ownership of the Group

50%

40%

Net asset share of the Group

3,861,962,688

67,218,636

Goodwill carried at Group level

1,188,318,280

-

Carrying value

5,050,280,968

67,218,636

30 September 2025 - Condensed income statement information

Polisan Kansai Boya

Rohm and Haas

Revenue

4,545,883,700

1,115,387,372

Depreciation and amortisation

(288,690,391)

(24,703,116)

Net financial income / (expense)

(1,256,232,563)

(23,385,773)

Net loss/profit for the period

(667,117,769)

(22,141,289)

Ownership of the Group

50%

40%

Net profit share of the Group

(333,558,885)

(8,856,515)

30 September 2024 - Condensed income statement information

Polisan Kansai Boya

Rohm and Haas

Revenue

6,585,310,052

1,333,785,942

Depreciation and amortization

(273,359,203)

(29,666,206)

Net financial income / (expense)

(1,395,922,007)

(36,801,824)

Net profit for the period

(831,771,666)

27,552,230

Ownership of the Group

50%

40%

Net profit share of the Group

(415,885,833)

11,020,892

9. Investment properties

1 January 2025

Disposals

30 September 2025

Cost

Land

5,088,816,768

-

5,088,816,768

Buildings

370,995,291

-

370,995,291

Total

5,459,812,059

-

5,459,812,059

1 January 2024

Disposals

30 September 2024

Cost

Land

5,012,220,392

-

5,012,220,392

Buildings

358,793,670

(5,957,982)

352,835,688

Total

5,371,014,062

(5,957,982)

5,365,056,080

The investment properties presented in the consolidated statement of financial position as of 30 September 2025 consist of land located adjacent to Pendik Sabiha Gökçen Airport, office and retail units situated in the 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 24 January 2023, and the Flat in Return agreement dated 5 March 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.

  1. Right of use assets

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

    1 January 2025

    Additions

    Changes in

    rental

    agreements and assumptions

    Transfers to assets held

    for sale

    30 September 2025

    Cost

    Buildings and storage rent

    102,020,767

    -

    1,069,127

    (4,960,852)

    98,129,042

    Site rent

    603,555,249

    -

    21,640,061

    -

    625,195,310

    Vehicles rent

    106,447,290

    -

    24,354,773

    (8,530,480)

    122,271,583

    Total

    812,023,306

    -

    47,063,961

    (13,491,332)

    845,595,935

    Accumulated Depreciation

    Buildings and storage rent

    61,383,125

    9,687,950

    -

    (2,377,940)

    68,693,135

    Site rent

    154,706,189

    23,736,755

    -

    -

    178,442,944

    Vehicles rent

    64,333,090

    10,641,493

    -

    (5,128,757)

    69,845,826

    Total

    280,422,404

    44,066,198

    -

    (7,506,697)

    316,981,905

    Net Value

    531,600,902

    528,614,030

    1 January 2024

    Additions

    Changes in

    rental agreements and

    assumptions

    Disposals

    Currency translation

    differences

    30 September 2024

    Cost

    Buildings and storage rent

    55,599,587

    -

    2,559,012

    -

    739,995

    58,898,594

    Site rent

    552,885,751

    -

    46,786,686

    -

    -

    599,672,437

    Vehicles rent

    102,996,191

    54,633,168

    (1,290,839)

    (3,933,546)

    246,571

    152,651,545

    Total

    711,481,529

    54,633,168

    48,054,859

    (3,933,546)

    986,566

    811,222,576

    Accumulated Depreciation

    Buildings and storage rent

    47,804,540

    4,254,976

    -

    -

    213,405

    52,272,921

    Site rent

    123,398,143

    19,461,546

    -

    -

    -

    142,859,689

    Vehicles rent

    58,188,909

    12,045,645

    -

    (3,517,229)

    584,782

    67,302,107

    Total

    229,391,592

    35,762,167

    -

    (3,517,229)

    798,187

    262,434,717

    Net Value

    482,089,937

    548,787,859

  2. Property, plant and equipments

The movement of property, plant, equipment and related accumulated depreciations for the periods ended 30 September 2025 and 30 September 2024 are as follows:

30 September 2025

30 September 2024

As of January 1

Cost

12,215,441,854

11,742,417,474

Accumulated depreciation

(3,289,392,538)

(3,018,128,452)

Net book value

8,926,049,316

8,724,289,022

Net book value as of January 1

8,926,049,316

8,724,289,022

Additions

569,571,891

473,046,594

Disposals

(10,558,715)

(1,920,171)

Currency translation differences

-

85,524,928

Current period depreciation

(416,881,469)

(442,781,465)

Transfers (-) (*)

363,028,986

-

Transfers to assets held for sale

(561,812,238)

(163,997,468)

Net book value as of 30 September

8,869,397,772

8,674,161,440

As of 30 September

Cost

12,311,539,378

12,135,071,358

Accumulated depreciation

(3,442,141,606)

(3,460,909,918)

Net book value

8,869,397,772

8,674,161,440

(*) The title deed of a land plot in Polisan Kimya's Dilovası facilities, for which an advance payment had been made in the previous period, was transferred to tangible fixed assets.

There exist a deed of renting restriction and right of eminent domain of Türkiye Elektrik Kurumu A.Ş.; a deed of car parking restriction of İ.E.T.T. Genel Müdürlüğü; a deed of expropriation restriction and deed of renting restriction of Botaş A.Ş. for pipeline construction and a deed renting restriction and right of eminent domain of Türkiye Elektrik Kurumu Genel Müdürlüğü on the properties registered on behalf of Polisan Holding and Polisan Kimya. The deeds of restrictions registered on Companies are related to the construction of power generation, car park and pipeline projects. Remaining deeds of restrictions are arising from right to purchase with respect to land purchase.

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