General Information
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 stands as one of the distinguished and reliable industrial organizations in Turkey, operating in port management, chemicals, and construction chemicals, supported by a valuable real estate portfolio and an employment base of 931 people. More information on Polisan Holding, whose shares are traded on Borsa Istanbul, is available at https://www.polisanholding.com.
As of September 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%
Company Information:
Accounting Period Relevant to the Repor
01.01.2025 - 30.09.2025
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
Capital and Shareholder Structure
The Company's registered capital ceiling is 1,000,000,000 Turkish Lira, and its paid-in capital amounts to 758,500,000 Turkish Lira.
Polisan Holding's issued capital of 758,500,000 Turkish Lira was increased to 3,774,776,170 Turkish Lira with the approval of the Capital Markets Board, dated 13 June 2025 and numbered 34/1031. This increase was carried out entirely through the capitalization of capital adjustment positive differences amounting to 3,016,276,170 Turkish Lira. The amendment to Article 7 ("Capital") of the Company's Articles of Association, necessitated by this capital increase, was registered by the Gebze Trade Registry Office on 25 June 2025 and announced in the Turkish Trade Registry Gazette No. 11358 on the same date.
Subsequently, in line with the resolutions adopted at the Extraordinary General Assembly meeting held on 29 August 2025 regarding the partial spin-off through the transfer of Polisan Holding A.Ş.'s shares in Rohm and Haas Kimyasal Ürünler Üretim Dağıtım ve Ticaret A.Ş. and Polisan Kansai Boya Sanayi ve Ticaret A.Ş. to a newly established entity, Marmara Holding A.Ş., under a shareholder share-transfer model, the establishment of Marmara Holding A.Ş. and the related amendment to the Articles of Association of Polisan Holding A.Ş. concerning the capital decrease were registered on 10 September 2025 and published in the Turkish Trade Registry Gazette No. 11412 on the same date. Accordingly, the paid-in capital of Polisan Holding A.Ş. was reduced from 3,774,776,170 Turkish Lira to 758,500,000 Turkish Lira.
As of September 30, 2025, and December 31, 2024, the real and legal persons directly holding 5% or more of
the Company's share capital or voting rights are as follows:
30 September 2025
31 December 2024
Share (%)
Amount (TL)
Share (%)
Amount (TL)
Mehmet Emin Bitlis
22.72
172,354,216
22.72
172,354,218
Ahmet Ertuğrul Bitlis
22.72
172,354,455
22.72
172,354,465
A.Melike Bitlis (Bush)
9.14
69,316,769
9.14
69,316,770
Fatma Nilgün Kasrat
8.41
63,768,769
8.41
63,768,770
Ahmet Faik Bitlis
7.83
59,368,769
7.83
59,368,770
Other
29.18
221,337,022
29.18
221,337,008
Total
100
758,500,000
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 30.09.2025, Polisan Holding's Actual Outstanding Shares Ratio is 21.62%.
Amendments in the Articles of Association during the Period and the Reasons
Amendments were made to the Articles of Association during the reporting period:
The amendment to Article 7 ("Capital") of the Articles of Association, necessitated by the bonus (capitalization) issue, was registered by the Gebze Trade Registry Office on June 25, 2025 and announced in the Turkish Trade Registry Gazette No. 11358 on the same date.
The amendment to Article 7 ("Capital") of the Articles of Association relating to the capital decrease arising from the partial spin-off was registered on 10 September 2025 and published in the Turkish Trade Registry Gazette No. 11412 dated September 10, 2025.
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.
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.
Senior Management
The information regarding senior executives who have resigned and those who are currently in office during the year is as follows:
1 The biographies of the Board of Directors are available on the company's corporate website (https://www.polisanholding.com).
POLİSAN HOLDİNG SENIOR MANAGEMENT 2NAME & 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
Number of Personnel, Collective Bargaining Practices, and Rights and Benefits Provided to Personnel and Workers
As of September 30, 2025, the average number of personnel employed by the Company, its subsidiaries, and its joint venture was 931 (December 31, 2024: 1,109).
As of September 30, 2025, the provision for employee termination benefits amounted to TRY 97,650,708 (December 31, 2024: TRY 97,942,424).
Collective Labor AgreementAn 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.
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.
The total amount of salaries and similar benefits paid to senior management between January 1 and September 30, 2025, was TRY 50,983,661 (January 1 - September 30, 2024: TRY 40,415,190). The Group defines senior management as members of the Board of Directors, the General Manager, and Deputy General Managers.
2 The biographies of the Senior Executives are available on the company's corporate website (https://www.polisanholding.com).
Significant Developments Related to Company Activities
Significant Developments in 9M2025
Bonus Capital Increase and Partial Spin-Off ProcessIn line with the resolutions adopted by our Company's Board of Directors on March 28, 2025, applications were submitted to the Capital Markets Board of Turkey (CMB) for both a bonus (capitalization) increase and a partial spin-off to be executed through a shareholder share-transfer model.
Bonus Capital Increase:A bonus capital increase of TRY 3,016,276,170 was approved to raise the Company's capital from TRY 758,500,000 to TRY 3,774,776,170. The entire increase was funded from the "capital adjustment positive differences" reported in the financial statements. The issuance certificate prepared for this purpose was approved by the CMB on June 13, 2025 (Decision No. 34/1031), and the bonus share distribution was completed on June 24, 2025. Consequently, the amendment to Article 7 ("Capital") of the Company's Articles of Association was registered by the Gebze Trade Registry Office on June 25, 2025, and was announced in the Turkish Trade Registry Gazette No. 11358 on the same date.
Partial Spin-Off:Within the scope of the Board of Directors resolution dated March 28, 2025, the restructuring of our subsidiaries operating in the paint segment was targeted in line with the Company's strategic plans. Accordingly, it was resolved that the Company's 50% stake (nominal value: TRY 62,501,572) in Polisan Kansai Boya Sanayi ve Ticaret A.Ş. and its 40% stake (nominal value: TRY 13,957,200) in Rohm and Haas Kimyasal Ürünler Dağıtım ve Ticaret A.Ş. be transferred to a newly established entity through a shareholder share-transfer model under a partial spin-off. The shares of this new entity were planned to be listed on Borsa Istanbul. This transaction aimed to establish an independent structure for the Paint Group, enhance the visibility of its value, and create additional value for Polisan Holding shareholders.
The disclosure document relating to the partial spin-off was approved by the CMB on July 23, 2025 (Decision No. 41/1339). The CMB also provided a favorable opinion on the proposed amendment to Article 7 of the Articles of Association within this scope. Subsequently, with the Board of Directors' resolution dated July 25, 2025, an Extraordinary General Assembly meeting was convened for August 29, 2025.
During the Extraordinary General Assembly held on August 29, 2025, the partial spin-off proposal submitted by the Board of Directors was approved, including the Spin-Off Plan, Spin-Off Report, and their annexes. It was also resolved to amend Article 7 ("Capital") of the Articles of Association in accordance with the Turkish Commercial Code and capital markets regulations due to the partial spin-off. These resolutions were registered on September 10, 2025, and announced in the Turkish Trade Registry Gazette No. 11412 on the same date.
Pursuant to Article 20 of the CMB's Communiqué on Mergers and Demergers No. II-23.2, the issuance certificate prepared by Marmara Holding A.Ş., the company receiving the assets subject to the partial spin-off, was approved by the CMB on September 11, 2025. Accordingly, the transfer of shares to eligible investors took place on September 14, 2025, at a ratio of 1 POLHO share to 3.9766 MARMR shares.
As a result of the partial spin-off, Polisan Holding's issued capital was reduced by TRY 3,016,276,170, from TRY 3,774,776,170 to TRY 758,500,000, which was duly registered. Thus, following the bonus capital increase, the subsequent capital decrease completed the legal and financial transfer of paint-related assets to the newly established company.
Signing of Share Purchase Agreement Regarding the Sale of the Majority Shares (27.06.2025)3On 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.
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
3Detailed explanations on the subject can be accessed through the Public Disclosure Platform and our Company's
corporate website (https://www.polisanholding.com)
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 inventory 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 33 mn during the first nine months of the year.
Subsequent Events
There were no significant events subsequent to the reporting period.
Information on Investments Made by the Company During the Relevant Accounting Period
Between January 1 and September 30, 2025, the Company made a total investment expenditure of TRY 570,607,219 (January 1 - September 30, 2024: TRY 479,977,357).
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. To ensure more efficient use of this area, it was incorporated into the existing GDA zone as of May 16, 2025, and operational activities commenced.
Review of Operations
The Company's summary consolidated financial information for 9M2025, prepared in accordance with inflation accounting (IAS 29 "Financial Reporting in Hyperinflationary Economies"), is provided below4:
4 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.
*In the Consolidated Revenue breakdown, figures before eliminations have been taken as the basis.
CONSOLIDATED INCOME STATEMENT SUMMARY | ||
TL million | 9M2025 | 9M2024 |
Sales | 4.663 | 5.299 |
Gross Profit | 1.029 | 1.532 |
Operating Expenses | 724 | 732 |
EBITDA | 767 | 1.258 |
Other operating income/expense, net | -7 | -57 |
Profit/(loss) from investments acc. using the equity method (*) | -342 | -405 |
Operating Profit | -45 | 338 |
Income/Expense from investment activities, net | 18 | -28 |
Financial income/Expense, net | -311 | -95 |
Monetary Loss | 90 | -191 |
Profit/Loss Before Tax | -248 | 24 |
Tax Expense/Income | -92 | -322 |
Profit/Loss from Continuing Operations | -340 | -298 |
Profit/Loss from Discontinued Operations (**) | -223 | -239 |
Profit for the Period | -563 | -538 |
Gross Margin | 22,1% | 28,9% |
EBITDA Margin | 16,5% | 23,7% |
Net Profit Margin | -7,3% | -5,6% |
(*) Includes profit and loss shares for the period between 1 January and 10 September 2025 following the partial spin-off.
(**) On 18.06.2025, the Company's Board of Directors resolved to cease the production activities of Polisan Hellas. Accordingly, in the consolidated statements of profit/loss of Polisan Holding dated 30.09.2025 and 30.09.2024, all operating results of Polisan Hellas have been classified under "discontinued operations.
In the first nine months of 2025, consolidated revenues amounted to TL 4.66 billion. The decline in revenues compared to the previous year was driven by the following factors:
- Gap between inflation and FX rates: While the gap between inflation and the exchange rate remained balanced in the first quarter of 2024, it began to widen from the second quarter onward, continuing-albeit narrowing-through the first nine months of 2025. Although the gap shows a tendency to close, the increase in FX rates during the first nine months of 2025 lagged behind inflation, limiting the TL value of Polisan Holding's FX-based revenues. In addition, high inflation-adjusted revenues recorded in the first nine months of 2024 amplified the year-on-year decline in 202.
- Weak demand in chemical operations: Weak demand in Türkiye and European markets, low order volumes, and a decline in USD-based prices negatively affected the chemical sector and exerted pressure on the revenues of Polisan Kimya and Polisan Yapıkim.
- Construction slowdown in 1Q due to weather conditions: Adverse weather in the first quarter disrupted construction activity, deferring demand in construction chemicals. Although a partial recovery was observed in the second quarter, demand declined again on a year-on-year basis in the third quarter, limiting sales volumes.
In the first nine months of 2025, the cost of sales increased due to TL-denominated subcontracting and personnel expenses being affected by high inflation. In addition, the depreciation impact of Poliport investments capitalized in 4Q2024 contributed to consolidated Gross Profit declining to TL 1,029 million.
A partial improvement of TL 8 million in operating expenses helped mitigate some of the pressure on profitability. EBITDA reached TL 767 million, corresponding to an EBITDA margin of 16.5%.
Net other expenses from operating activities amounted to TL 7 million in the first nine months of 2025 (9M2024: TL 57 million net expense). This improvement was driven by lower FX losses compared to the prior year and insurance compensation income recognized in 2025.
Profit/(loss) from investments accounted for using the equity method decreased by TL 62 million year-on-year and amounted to TL 342 million, as the partial spin-off registered on 10 September 2025 resulted in only two months of subsidiary profit/loss contribution. In the paint segment, weaker domestic demand, rising operating expenses amid persistent inflation, and higher financing costs were the main factors behind the loss in 2025.
In 2025, Polisan Holding injected a total of EUR 27 million in capital into Polisan Hellas and restructured the company's EUR-denominated loans. To fund this restructuring, Polisan Holding borrowed in EUR and USD, which led to an increase of TL 80 million in solo net financing expenses.
In the first nine months of 2025, lower Gross Profit, losses from equity-accounted investments, and higher financing expenses resulted in a Net Loss from Continuing Operations of TL 340 million.
With Polisan Hellas classified under "Discontinued Operations," the Loss from Discontinued Operations
amounted to TL 223 million in the first nine months of 2025 (9M2024: TL 239 million loss).
CONSOLIDATED CASH FLOW SUMMARY
TL million
9M2025
9M2024
Cash flows from operating activities
174
-51
Cash flows from investing activities
-498
-432
Cash flows from financing activities
-91
144
Net increase/decrease in cash and cash equivalents
-415
-338
Cash and cash equivalents at the beginning of period
639
761
Cash and cash equivalents at the end of period
94
222
Despite the decline in operational profitability compared to the same period of last year, cash flows generated from operating activities increased, supported by effective working capital management. This improvement was driven by shorter trade receivable collection periods, longer payables days, and a reduction in finished goods inventories.
Net cash outflows from investing activities amounted to TL 498 million in the first nine months of the year, marking an increase of TL 66 million compared to the previous year. The rise in investment expenditures in port operations led to a TL 91 million increase in total capital expenditures year-on-year, contributing to the higher net cash outflow from investing activities.
Net cash outflows from financing activities amounted to TL 91 million during the period (30.09.2024: TL +144 million). Polisan Holding injected EUR 27 million in capital into Polisan Hellas, while Polisan Hellas repaid
EUR 33 million of financial debt. To finance this restructuring, Polisan Holding borrowed in EUR and USD. Together with the increased working capital needs in Chemicals and Construction Chemicals operations, this led to higher net cash inflows from borrowings. Including interest payments and lease liabilities, financing activities resulted in a net cash outflow of TL 91 million.
CONSOLIDATED BALANCE SHEET SUMMARY
TL Million
30.09.2025
31.12.2024
Current Assets
3.045
3.311
Fixed Assets
15.066
21.092
Total Assets
18.111
24.402
Short Term Liabilities
2.717
3.579
Long Term Liabilities
1.487
1.464
Shareholders' Equit
13.907
19.359
Total Liabilities & Equity
18.111
24.402
Net Financial Debt
1.904
1.494
Short Term Financial Debt
1.509
1.990
Long Term Financial Debt
489
143
Cash and cash equivalents (-)
94
639
Ratios
Current Ratio
1,1
0,9
Acid-Test Ratio
1,0
0,8
Cash Ratio
0,03
0,2
Total Debt/Total Assets
23%
21%
Debt/Equity
30%
26%
Due to the termination of Polisan Hellas's production activities, a total of TL 652 million of its current and non-current assets were classified under "assets held for sale," while a total of TL 137 million of its short-and long-term liabilities were classified under "liabilities associated with assets held for sale" as of 30.09.2025.
The major changes in Polisan Holding's balance sheet items between the two reporting periods stem from this reclassification-all assets and liabilities of Polisan Hellas being transferred to the held-for-sale groups as of 30.09.2025.
- Current Assets decreased by TL 266 million to TL 3.0 billion as of 30.09.2025. Excluding the classification impact of Hellas, the decline was mainly driven by lower cash and cash equivalents due to capital expenditures, loan repayments, and interest payments.
- Non-Current Assets decreased by TL 6.0 billion to TL 15.1 billion. The primary driver of this decline was the removal of the subsidiaries transferred to Marmara Holding A.Ş. from the "investments accounted for using the equity method" line.
- Short-Term and Long-Term Liabilities decreased by TL 839 million to TL 4.2 billion as of 30.09.2025. This change mainly reflects the repayment of Trade Payables arising from capital expenditures and the decline in Deferred Tax Liabilities.
Due to the impact of the partial spin-off and the current-period loss, Equity decreased by TL 5.5 billion to TL
13.9 billion.
The Group's consolidated Net Financial Debt increased by TL 410 million year-to-date, reaching TL 1.90 billion as of 30.09.2025. This increase was primarily driven by lower cash and cash equivalents resulting from capital expenditure payments, interest payments, and higher working capital requirements.
Polisan Holding increased the capital of Polisan Hellas by approximately EUR 27 million and restructured its loans by using new short- and long-term borrowings. Polisan Holding's solo net debt position stood at TL
1.14 billion as of end-September (31.12.2024: TL 36.8 million solo net cash).
The Group has net foreign currency liabilities of USD 26.3 million and EUR 11.5 million (including hedged positions).
POLİPORT
TL million
9M2025
9M2024
Change YoY.
Revenues
1.880
1.929
-3%
EBITDA
829
999
-17%
EBITDA Margin
44,1%
51,8%
-7,7 p.p.
Net Profit/Loss
307
367
-16%
The widening of the inflation-FX gap, which became more pronounced in the second half of 2024, negatively affected the revenues of Poliport, whose income is predominantly FX-denominated. In the dry bulk terminal, handled cargo volume decreased by 4% year-on-year in the first nine months of 2025, totaling 1.1 million tons. With the commissioning of the 5,850 m³ 8-tank farm project completed in November 2024, liquid cargo terminal volumes increased by 3% year-on-year to 2.3 million m³ in the same period.
As part of the reorganization works at the Dilovası campus aimed at removing idle structures and making space available for use, an 8,000 m² area was reorganized and allocated as Poliport's Temporary Storage Area as of April 2025. To further enhance operational efficiency, this area was integrated into the existing Temporary Storage Area (GDA) as of 16.05.2025, and operational activities commenced.
Due to the adverse impact of the inflation-FX gap on operating results, the Company's EBITDA amounted to
TL 829 million, corresponding to an EBITDA margin of 44.1%.
Operating Profit amounted to TL 517 million. After accounting for a Monetary Loss of TL 52 million and Deferred Tax Expense of TL 125 million, Net Profit for the period stood at TL 307 million.
POLİSAN KİMYA
TL million
9M2025
9M2024
Change YoY.
Revenues
1.639
1.882
-13%
EBITDA
12
114
-89%
EBITDA Margin
0,7%
6,0%
-5,3 p.p.
Net Profit/Loss
-213
-216
-
Polisan Kimya's sales volume declined by 3% year-on-year in the first nine months of 2025, while revenues decreased by 13% to TL 1,639 million.
The widening of the inflation-FX gap, which became more pronounced in the second half of 2024, negatively
affected the Company's FX-linked revenues.
Weak demand in both domestic and export markets led to a decline in USD-based selling prices, while volatility in contracted and spot raw material prices during the first quarter also weighed on profitability. Although the impact of high inflation on operating expenses was contained - with operating expenses decreasing by 14% year-on-year - the decline in operational profitability resulted in EBITDA falling below last year's level and amounting to TL 12 million.
Due to lower operating profitability and higher working capital requirements, financial borrowings increased, and net financing expenses rose to TL 158 million, up TL 58 million compared with the same period of last year.
POLİSAN YAPIKİM
TL million
9M2025
9M2024
Change YoY.
Revenues
1.257
1.654
-24%
EBITDA
14
173
-92%
EBITDA Margin
1,1%
10,5%
-9,3 p.p.
Net Profit/Loss
-99
-68
45%
Adverse weather conditions in the first quarter led to a slowdown in the construction sector, negatively impacting sales. Although sales showed a partial recovery in the second quarter, demand declined again on a year-on-year basis in the third quarter. As a result, Yapıkim's sales volume decreased by 9% in the first nine months of the year compared to the same period of last year.
The widening of the inflation-FX gap, which became more pronounced in the second half of 2024, negatively
affected the Company's FX-indexed revenues.
The decline in revenues also led to a reduction in Gross Profit, resulting in EBITDA amounting to TL 14 million.
Higher financing expenses, combined with a monetary loss of TL 51 million arising from the indexation of equity items under inflation accounting, resulted in a Net Loss of TL 99 million in the first nine months of 2025.
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