Verusa Holding AsBIST: VERUS

Financial Report 30062025

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(CONVENIENCE TRANSLATION INTO ENGLISH OF THE INDEPENDENT AUDITOR'S REPORT AND THE CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN TURKISH) VERUSA HOLDİNG A.Ş. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS' LIMITED REVIEW REPORT AS OF

30 JUNE 2025

INDEX PAGE CONSOLIDATED STATEMENT OF FINANCIAL POSITION 1-2 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME 3

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

4

CONSOLIDATED STATEMENT OF CASH FLOWS

5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6-42

Note 1 ORGANIZATIONS AND OPERATIONS OF THE GROUP

6-7

Note 2 BASIS OF PRESENTATION OF THE CONSOLIDATED FINANCIAL STATEMENTS

7-13

Note 3 EXPLANATIONS OF CHANGES IN SHAREHOLDERS EQUITY

14

Note 4 INTERESTS IN OTHER ENTITIES

14-17

Note 5 OPERATING SEGMENTS

17-20

Note 6 RELATED PARTY DISCLOSURE

21

Note 7 TRADE RECEIVABLES AND PAYABLES

21-22

Note 8 PREPAID EXPENSES AND DEFERRED INCOME

22

Note 9 OTHER RECEIVABLES AND PAYABLES

23

Note 10 INVENTORIES

23

Note 11 COMMITMENTS

37

Note 12 PROPERTY, PLANT AND EQUIPMENTS

24-26

Note 13 OTHER ASSETS AND LIABILITIES

26

Note 14 SHARE CAPITAL, RESERVES AND OTHER EQUITY ITEMS

27

Note 15 REVENUE AND COST OF SALES

28

Note 16 OTHER INCOME AND EXPENSES FROM OPERATING ACTIVITIES

28

Note 17 FINANCE INCOME / EXPENSES

29

Note 18 INCOME TAXES

29-31

Note 19 EARNINGS PER SHARE

31

Note 20 FINANCIAL INSTRUMENTS

31-33

Note 21 NATURE AND LEVEL OF RISKS ARISING FROM FINANCIAL INSTRUMENTS

34-42

Note 22 CASH AND CASH EQUIVALENTS

42

Note 23 EVENTS AFTER REPORTING PERIOD

42

Reviewed Current Year

30 June

Audited

Prior Year 31 December

ASSETS

Notes

2025

2024

Current Assests

4,864,233,877

3,955,610,261

Cash and cash equivalents

22

39,169,554

21,194,097

Financial investments

20

4,348,835,837

3,303,171,359

Trade receivables

7

222,814,798

364,170,316

- Trade receivables from related parties

6

24,615,055

22,518,429

- Trade receivables from third parties

198,199,743

341,651,887

Other receivables

9

53,493,946

108,838,544

- Other receivables from third parties

15,006,457

85,646,861

- Other receivables from related parties

6

38,487,489

23,191,683

Inventories

10

97,115,253

93,362,331

Prepaid expenses

8

48,660,564

48,773,928

Assets related to current assets

3,818,277

-

Other current assets

13

50,325,648

16,099,686

Non-Current Assests

2,789,251,398

2,878,464,382

Financial investments

20

231,067,558

231,067,768

Other receivables

573,198

785,207

- Other receivables from third parties

9

573,198

785,207

Investments accounted through equity method

4

255,936,549

265,977,037

Investment property

175,308,414

175,308,414

Property, plant and equipment

12

1,815,722,552

1,841,299,685

Intangible assets

916,182

1,140,788

Prepaid expenses

8

722,527

750,647

Deferred tax assets

18

291,104,142

336,666,437

Other non current assets

13

17,900,276

25,468,399

TOTAL ASSETS

7,653,485,275

6,834,074,643

Reviewed Current Year

30 June

Audited

Prior Year 31 December

LIABILITIES AND EQUITY

Notes

2025

2024

Current Liabilities

727,205,204

420,739,999

Short-term borrowings

20

608,357,478

157,199,728

Short-term portion of long term borrowings

20

15,095,525

-

Trade payables

7

78,404,740

151,313,011

- Trade payables to third parties

78,404,740

151,313,011

Payables related to employee benefits

3,787,441

8,837,434

Other Payables

301,456

360,210

- Other payables to third parties

9

301,456

360,210

Current tax liablities

18

-

79,945,481

Short-term provisions

7,633,099

5,850,774

- Short-term provisions for employee benefits

7,633,099

5,850,774

Other current liabilities

13

13,625,465

17,233,361

Non-Current Liabilities

124,024,426

142,974,152

Long-term borrowings

20

109,367,435

130,077,469

Other payables

114,981

219,027

  • Other payables to related parties

  • Other payables to third parties

6

-

114,981

-

219,027

Long-term provisions

14,542,010

12,677,656

- Long-term provisions for employee benefits

14,542,010

12,677,656

EQUITY

6,802,255,645

6,270,360,492

Equity Attributable to Owners of the Company

4,877,859,957

4,452,839,304

Share capital

14

70,000,000

70,000,000

Capital structure adjustment

14

804,383,174

804,383,174

Treasury shares (-)

(892,316,657)

(882,072,377)

Share premium

9,228,720

9,228,720

Other comprehensive income or expenses that will

not be reclassified subsequently to profit or loss

3,429,629

3,429,629

Revaluation increases / (decreases) of property, plant and equipment 6,984,118 6,984,118

Defined benefit plans re-measurement gains / (losses)

(3,554,489)

(3,554,489)

Restricted reserves from profit

14

47,375,504

47,375,504

Other reserves

14

465,348,627

465,348,627

Retained earnings

3,935,146,027

3,414,837,417

Net profit of the year

435,264,933

520,308,610

Non-Controlling interests

1,924,395,688

1,817,521,188

TOTAL LIABILITIES AND EQUITY

7,653,485,275

6,834,074,643

INCOME FOR THE PERIOD 1 JANUARY - 30 JUNE 2025

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

Reviewed

Current Period

Reviewed

Prior Period

Reviewed

Prior Period

Reviewed

Prior Period

1 January -

30 June

1 January -

30 June

1 April-

30 June

1 January -

30 June

Notes

2025

2024

2025

2024

Revenue

15

369,736,324

455,995,056

159,412,753

218,415,436

Cost of sales (-)

15

(347,928,548)

(447,481,602)

(138,384,859)

(237,939,302)

Gross profit

21,807,776

8,513,454

21,027,894

(19,523,866)

Administrative expenses (-)

(66,635,664)

(55,236,746)

(31,794,815)

(25,975,317)

Marketing expenses (-)

(35,197,217)

(7,310,615)

(31,817,553)

(3,673,201)

Other income from operating activities

16

880,823,961

762,925,748

629,528,608

120,381,537

Other expenses from operating activities (-)

16

(41,251,530)

(17,028,750)

440,119,516

(7,855,606)

Operating profit

759,547,326

691,863,091

1,027,063,650

63,353,547

Profit / loss (-) from investment activities

6,531,278

-

6,531,278

-

Share of profit/loss of invesments accounted

for using the equity method

4

(10,040,488)

11,938,188

(23,216,026)

15,207,105

Operating profit before finance expense

756,038,116

703,801,279

1,010,378,902

78,560,652

Finance income

17

10,224,786

27,849,930

682,389

6,110,091

Finance expense (-)

17

(137,809,639)

(110,135,837)

(121,573,896)

(35,932,643)

Monetary gain/loss

(40,751,535)

63,226,470

767,318

55,606,999

Profit before tax

587,701,728

684,741,842

890,254,713

104,345,099

Tax expense

(45,562,295)

(76,895,475)

(60,452,208)

31,431,793

Current tax expense

18

-

(20,494,116)

27,136,823

13,291,424

Deferred tax income / (expense)

18

(45,562,295)

(56,401,359)

(87,589,031)

18,140,369

PROFIT FOR THE YEAR

542,139,433

607,846,367

829,802,505

135,776,892

Profit for the year attributable to

Non-controlling interests

106,874,500

199,646,042

170,253,461

(7,495,757)

Owners of the Company

435,264,933

408,200,325

659,549,044

143,272,649

542,139,433

607,846,367

829,802,505

135,776,892

Earnings per share

Earnings per share

19

6.22

5.83

9.42

2.05

Total comprehensive income

542,139,433

607,846,367

829,802,505

135,776,892

Total comprehensive income attributable to:

542,139,433

607,846,367

829,802,505

135,776,892

Non-controlling interests

4

106,874,500

199,646,042

170,253,461

(7,495,757)

Owners of the Company

435,264,933

408,200,325

659,549,044

143,272,649

The accompanying notes form an integral part of these consolidated financial statements.

3

VERUSA HOLDİNG A.Ş. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD 1 JANUARY - 30 JUNE 2025 (REVIEWED)

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

Retained earnings

Revaluation

increases /

Defined benefit

Equity

Capital structure

Treasury shares

Share

(decreases) of

property, plant and

plans re-

measurement

Restricted

reserves from

Retained

Net profit of the

Attributable to

Owners of the

Non-Controlling

Share capital

adjustment

(-)

premium

equipment

gains / (losses)

profit

Other reserves

earnings

year

Company

interests

Total

Balances of 1 January 2024

70,000,000

804,383,174

(719,865,950)

9,228,720

6,178,254

(3,554,489)

40,708,609

465,348,627

3,086,598,692

468,668,436

4,227,694,073

1,862,662,409

6,090,356,482

Transfers

-

-

-

-

-

-

-

-

468,668,436

(468,668,436)

-

-

-

Total comprehensive income

-

-

-

-

-

-

-

-

-

408,200,325

408,200,325

199,646,042

607,846,367

Dividends

-

-

-

-

-

-

-

-

-

-

-

-

-

Due to redemption of shares decrease

-

-

(84,831,755)

-

-

-

-

-

-

-

(84,831,755)

-

(84,831,755)

Increase / decrease due to changes in proportion of ownership interest in subsidiaries that does not result in loss of control

-

-

-

-

-

-

-

-

(42,992,748)

-

(42,992,748)

(50,329,176)

(93,321,924)

Balances as of 30 June 2024

70,000,000

804,383,174

(804,697,705)

9,228,720

6,178,254

(3,554,489)

40,708,609

465,348,627

3,512,274,380

408,200,325

4,508,069,895

2,011,979,275

6,520,049,170

Balances of 1 January 2025

70,000,000

804,383,174

(882,072,377)

9,228,720

6,984,118

(3,554,489)

47,375,504

465,348,627

3,414,837,417

520,308,610

4,452,839,304

1,817,521,188

6,270,360,492

Transfers

-

-

-

-

-

-

-

-

520,308,610

(520,308,610)

-

-

-

Total comprehensive income

-

-

-

-

-

-

-

-

-

435,264,933

435,264,933

106,874,500

542,139,433

Dividends

-

-

-

-

-

-

-

-

-

-

-

-

-

Due to redemption of shares decrease

-

-

(10,244,280)

-

-

-

-

-

-

-

(10,244,280)

-

(10,244,280)

Balances as of 30 June 2025

70,000,000

804,383,174

(892,316,657)

9,228,720

6,984,118

(3,554,489)

47,375,504

465,348,627

3,935,146,027

435,264,933

4,877,859,957

1,924,395,688

6,802,255,645

The accompanying notes form an integral part of these consolidated financial statements.

4

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

A. Cash flows from operating activities

Notes

1 January -

30 June

2025

1 January -

30 June

2024

Profit for the year

542,139,433

607,846,367

Adjustments to reconcile profit for the year

-Adjustments related to depreciation and amortization expenses

39,520,346

32,996,148

-Adjustments related to provision for/reversal for employee benefit termination

6,851,982

8,816,294

-Adjustments related to interest income and expenses

127,096,565

81,302,165

-Adjustments related to unrealized currency translation differences

13,674,571

2,296,989

-Adjustments related to (gain)/loss on fair value

(788,236,356)

(721,123,948)

-Adjustments related to undistributed profits of subsidiaries

4

10,040,488

(11,938,188)

-Adjustments related to tax expense

18

45,562,295

76,895,475

-Monetary gain/(loss)

10,960,638

(75,310,155)

Changes in working capital

-Adjustments related to (increase) / decrease trade receivables

94,626,500

(86,656,837)

-Adjustments related to increase in other receivables related to operations

58,500,363

(20,377,122)

-Adjustments related to (increase) / decrease in inventories

(3,752,922)

6,777,726

-Adjustments related to (increase) / decrease in prepaid expenses

141,484

24,854,382

-Adjustments related to (increase) / decrease in trade payables

(51,284,052)

10,661,952

-Increase / (decrease) in payables due to employee benefits

(3,787,031)

987,493

-Adjustments related to increase in other payables related to activities

(80,021)

311,307,226

-Increase / (decrease) in other assets related to activities

(36,415,235)

(11,406,212)

-Increase in other liabilities related to activities

(1,145,068)

1,909,827

Cash generated/(used) from operations

64,413,980

239,839,582

Interest received

10,224,786

27,849,930

Payments made under the provisions for employee benefits

(81,647)

(4,919,426)

Income taxes paid

18

(83,633,387)

(60,416,669)

(9,076,268)

202,353,417

B. Cash Flows from Investing Activities

Cash inflows on disposal of subsidiaries that does not result in loss of control

-

(93,321,924)

Cash inflows from the sale of shares of

other enterprises or funds or debt instruments

21

754,137,694

540,485,452

Cash outflows for the acquisition of shares of

other enterprises or funds or borrowing instruments

21

(1,011,567,002)

(746,655,041)

Cash inflows arising from disposal of tangibles

1,415

-

Payments for purchase of tangible and intangible assets

(13,726,036)

(153,104,883)

(271,153,929)

(452,596,396)

C. Cash Flows from Financing Activities

Payments for the acquisition of own shares

(10,244,280)

(84,831,755)

Cash inflows for the disposal of own shares

548,183,386

-

Cash outflows for borrowings

(76,859,453)

(15,330,751)

Increase in other liabilities from related parties

(15,295,806)

-

Interest paid

17

(137,321,351)

(109,152,095)

308,462,496

(209,314,601)

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (A+B+C)

28,232,299

(459,557,580)

D. CASH AND CASH EQUIVALENTS AT THE BEGINNING OF YEAR

21,194,097

494,972,494

BENZERLERİ ÜZERİNDEKİ ETKİSİ (-)

(10,256,842)

(13,851,726)

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR (A+B+C+D+E)

22

39,169,554

21,563,188

The accompanying notes form an integral part of these consolidated financial statements.

  1. GENERAL INFORMATION

Verusa Holding A.Ş. ("Verusa Holding") was established on 6 October 2006 in Turkey.

The main activity of Verusa Holding is to participate in the capital of various companies and to ensure that the companies it participates in are managed more profitably and efficiently. Members of the Board of Directors are actively involved both in the Holding and in the boards of its subsidiaries.

The companies in which Verusa Holding A.Ş. has direct or indirect participation (collectively referred to as the "Group") operate in the fields of energy, mining, cellulose production, iron and steel, and venture capital.

The Group, which is registered in Turkey, has its head office at Maslak Mah. Saat Sk. Spine Tower No:5/91

Sarıyer / Istanbul.

The Company's registered capital ceiling is TRY 1,000,000,000, and its issued capital is TRY 70,000,000 (31 December 2024: TRY 70,000,000).

As of 30 June 2025, the Group has 179 employees (31 December 2024: 177).

As of 30 June 2025, 63.87% of the Company's shares are owned by Investco Holding A.Ş.

Subsidiaries included in the full consolidation in the enclosed consolidated financial statements;

Company Name Country Area of Activity Stock Exchanges

Standard Boksit İşletmeleri A.Ş. Turkey Mining -

Galata Altın İşletmeleri A.Ş. Turkey Mining -Verusaturk Girişim Sermayesi Yatırım Ortaklığı A.Ş. Turkey Venture Capital BIST Pamukova Elektrik Üretim A.Ş. Turkey Renewable Energy Generation -

Pamel Yenilenebilir Elektrik Üretim A.Ş. Turkey Renewable Energy Generation BIST Ata Elektrik Enerjisi Toptan Satış A.Ş. Turkey Energy Generation -Acıselsan Acıpayam Selüloz San. ve Tic. A.Ş. Turkey Cellulose Production BIST

Standard Boksit İşletmeleri A.Ş. ("Standard") was established in 2014 and operates in the mining industry. The Group owns the entire share capital of Standard, amounting to TRY 250,000,000. Galata Altın İşletmeleri A.Ş. ("Galata") Galata Altın İşletmeleri A.Ş. ("Galata"), established in 2020, has a

share capital of TRY 50,000,000 and operates in the mining sector.

Verusaturk Girişim Sermayesi Yatırım Ortaklığı A.Ş. ("Verusaturk") The registered capital ceiling of the Company is TRY 250,000,000, and its issued capital is TRY 52,000,000. The Company operates as a venture capital investment trust, and Verusa Holding A.Ş. is the controlling shareholder of the Company.
  1. GENERAL INFORMATION (cont`d) Pamukova Elektrik Üretim A.Ş. ("Pamukova") was established in 2015, and its paid-in capital is TRY 1,150,000,000. It operates in the energy sector. Verusaturk holds 51% and Verusa Holding holds 49% of the shares in the company. Verusa Holding's effective ownership interest in Pamukova is 81.44%. Pamel Yenilenebilir Elektrik Üretim A.Ş. ("Pamel") was established in 2007 to construct and operate all types of energy facilities and to carry out other activities specified in its articles of association. Pamukova Elektrik Üretim A.Ş.'s share in Pamel is 76.07% as of 30 June 2025 (31 December 2024: 76.07%). The company operates in the renewable energy sector. It has two hydroelectric power plants: one with an installed capacity of 6.946 MW located in Adıyaman, and another with an installed capacity of 7.49 MW located in Tortum, Erzurum. Pamel owns 100% of the shares of Sun Yenilenebilir Enerji Üretim A.Ş., which operates in the renewable energy generation sector and has a capital of TRY 80,000,000. On 30 December 2022, Sun acquired 100% of the shares of Şişli Enerji A.Ş. and Ortaköy Enerji A.Ş., which operate solar power plants with a total installed capacity of 4.02 MW. Verusa Holding A.Ş. is the controlling shareholder of the company, and the Group's effective ownership interest in the company is 61.95%. Ata Elektrik Enerjisi Toptan Satış A.Ş. ("Ata Elektrik") is engaged in the purchase and sale of electricity in the free market with the Wholesale Sales License which is taken from EMRA (Energy Market Regulatory Authority). The company continues its activities in the wholesale electricity trade by selling the electricity taken from the other electricity producers and commercial companies in Turkey and / or from the electric pool system to the customers. Acıselsan Acıpayam Selüloz San. ve Tic. A.Ş. ("Acıselsan") was established in 1973 in Denizli. The company's issued capital is TRY 10,721,700. It operates in the cellulose production sector. The Group's effective ownership interest in the company is 50.73%.

    Associates accounted for using the equity method in the accompanying consolidated financial statements;

    Company Name Country Area of Activity Stock Exchanges

    Aldem Çelik Endüstri Sanayi ve Ticaret A.Ş. Turkey Steel Production -

    Aldem Çelik Endüstri Sanayi ve Ticaret A.Ş. ("Aldem Çelik") engages in the production, processing, project design, import and export of all kinds of steel products in sectors such as renewable energy, nuclear energy, technology, maritime, construction, healthcare, and defense.

    The Group holds TRY 61,125,000 of the total capital of TRY 150,000,000 in Aldem Çelik.

    Approval of the financial statements

    The consolidated financial statements have been approved by the Board of Directors and authorized for issue on 14 August 2025. The General Assembly has the authority to amend the consolidated financial statements.

  2. BASIS OF PRESENTATION OF THE FINANCIAL STATEMENTS
    1. Basis of Presentation

Statement of Compliance in Turkish Accounting Standards ("TAS")

The Company and its subsidiaries in Turkey prepare their books and accompanying financial statements in accordance with the accounting standards stated by Turkish Commercial Code ("TCC") and the tax legislation.

The accompanying consolidated financial statements have been prepared in accordance with the provisions of the Capital Markets Board ("CMB") Communiqué No. II-14.1 "Communiqué on Principles Regarding Financial Reporting in the Capital Markets," published in the Official Gazette dated 13 June 2013 and numbered 28676. Pursuant to Article 5 of the Communiqué, the Turkish Financial Reporting Standards ("TFRS") issued by the Public Oversight Accounting and Auditing Standards Authority ("POA") and the related annexes and interpretations have been applied. In addition, the financial statements and notes have been prepared in accordance with the formats announced by the CMB on 4 October 2022 and the Turkish Financial Reporting Taxonomy published by the POA.

The consolidated financial statements and notes have been prepared in accordance with the TFRS taxonomy

published by the Public Oversight Authority ("POA").

The consolidated financial statements have been prepared on the historical cost basis except for financial instruments, land, buildings, hydroelectric power plants and solar power plants that are measured at revalued amounts or fair values. Historical cost is generally based on the fair value of the consideration given in exchange for assets.

Functional and Presentation Currency

The individual financial statements of each Group entity are presented in the currency of the primary economic environment in which the entity operates (its functional currency). The financial position and operating results of each entity are expressed in Turkish Lira ("TRY"), which is the functional currency of the Company, and the presentation currency of the consolidated financial statements.

  1. BASIS OF PRESENTATION OF THE FINANCIAL STATEMENTS
    1. Basis of Presentation

Financial reporting in hyperinflationary economy

With the announcements made by the Public Oversight Accounting and Auditing Standards Authority (POA) on November 23, 2023, entities applying TFRSs have started to apply inflation accounting in accordance with TAS 29 Financial Reporting in Hyperinflation Economies as of financial statements for the annual reporting period ending on or after December 31, 2023. TAS 29 is applied to the financial statements, including the consolidated financial statements, of any entity whose functional currency is the currency of a hyperinflationary economy. According to the standard, financial statements prepared in the currency of a hyperinflationary economy are presented in terms of the purchasing power of that currency at the balance sheet date. Prior period financial statements are also presented in the current measurement unit at the end of the reporting period for comparative purposes. The Group has therefore presented its consolidated financial statements as of June 30, 2024, on the purchasing power basis as of June 30, 2025.

On 23 November 2023, the Public Oversight Authority ("POA") made an announcement regarding the scope and application of TAS 29. It stated that the financial statements of entities applying Turkish Financial Reporting Standards, for annual reporting periods ending on or after 31 December 2023, must be presented by adjusting for the effects of inflation in accordance with the relevant accounting principles set out in TAS 29.

Pursuant to the decision of the Capital Markets Board (CMB) dated December 28, 2023 and numbered 81/1820, it has been decided that issuers and capital market institutions subject to financial reporting regulations that apply Turkish Accounting/Financial Reporting Standards will apply inflation accounting by applying the provisions of IAS 29 starting from their annual financial reports for the periods ending on December 31, 2023.

The adjustments made in accordance with IAS 29 were made using the adjustment coefficient obtained from the Consumer Price Index (CPI) of Turkey published by the Turkish Statistical Institute (TSI). As of June 30, 2025, the indices and adjustment coefficients used in the adjustment of the consolidated financial statements are as follows:

Date

Index

Conversion Factor

Three-Year Inflation Rate

30 June 2025

3,132.17

1,000

220%

31 December 2024

2,684.55

1.167

291%

30 June 2024

2,319.29

1.350

324%

The Group has prepared its financial statements for the period ended June 30, 2025 in accordance with Turkish Accounting Standard No: 34 "Interim Financial Reporting." In addition, as of June 30, 2025, the condensed interim financial statements have been prepared by applying the accounting policies consistent with those applied in the preparation of the financial statements for the year ended December 31, 2024. Therefore, these condensed interim financial statements should be evaluated together with the financial statements for the year ended December 31, 2024.

  1. BASIS OF PRESENTATION OF THE FINANCIAL STATEMENTS (cont'd)
    1. Basis of Presentation (cont'd)

      Basis of consolidation

      Group's effective shares (%)

      Effective Shareholding and Voting Rights

      Subsidiaries 30 June 2025 31 December 2024 30 June 2025 31 December 2024

      Galata

      100.00

      100.00

      100.00

      100.00

      Standard

      100.00

      100.00

      100.00

      100.00

      Verusaturk

      63.61

      63.61

      63.61

      63.61

      Pamukova

      81.44

      81.44

      100.00

      100.00

      Pamel

      61.95

      61.95

      76.07

      76.07

      Ata Elektrik

      100.00

      100.00

      100.00

      100.00

      Acıselsan

      50.73

      50.73

      50.73

      50.73

      The consolidated

      financial statements incorporate

      the financial

      statements of the

      Company and entities

      controlled by the Company and its subsidiaries. Control is achieved when the Company:

      • has power over the investee;

      • is exposed, or has rights, to variable returns from its involvement with the investee; and

      • has the ability to use its power to affect its returns.

        If there is a situation or event that may lead to any change in at least one of the criteria listed above, the company re-evaluates the control power over its' investment.

        When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company's voting rights in an investee are sufficient to give it power, including:

      • the size of the Company's holding of voting rights relative to the size and dispersion of holdings of the other

        vote holders;

      • potential voting rights held by the Company, other vote holders or other parties;

      • rights arising from other contractual arrangements; and

      • any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders' meetings.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary.

Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting

policies into line with the Group's accounting policies.

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

In accordance with TFRS 10, paragraph 33, the Group fully consolidates its subsidiary that Pamukova Elektrik

Üretim A.Ş., whose accounted as FVTPL at Verusaturk Girişim Sermayesi Yatırım Ortaklığı A.Ş. level.

  1. BASIS OF PRESENTATION OF THE FINANCIAL STATEMENTS (cont'd)
    1. Basis of Presentation (cont'd)

      Changes in the Group's ownership interests in existing subsidiaries

      Changes in the Group's ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group's interests and the noncontrolling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to owners of the Company.

      When the Group loses control of a subsidiary, a gain or loss is recognised in profit or loss and is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category of equity as specified/permitted by applicable TFRSs). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under TFRS 9, when applicable, the cost on initial recognition of an investment in an associate or a joint venture.

      Share in associates

      Group's effective shares (%)

      Effective Shareholding and Voting Rights

      Associates 30 June 2025 31 December 2024 30 June 2025 31 December 2024

      Aldem 40.75 40.75 40.75 40.75

      Associate is the entity in which the Group has significant influence. Significant influence is the ability to

      participate in the entity's decisions regarding its financial and operational policies without the control authority.

      In the accompanying financial statements, the results of operations and assets and liabilities of associates are recognized as assets held for sale in accordance with TFRS 5 standard and that the shares of Verusaturk Girişim Sermayesi Yatırım Ortaklığı A.Ş. are held in accordance with TAS 28 standard 18, The gain or loss is recognized using the equity method of accounting except for the associates reflected. According to the equity method, associates are shown on the balance sheet at the amount obtained by subtracting any impairment in the associate from the amount of the cost of the adjustment of the net assets of the associate after the acquisition as the share of the Group in the aftermath of the change. The associate shall not be allowed to record losses that exceed the Group's share of the associate (including any long-term investment that essentially constitutes part of the Group's net investment in the associate). Provision for additional loss is the case if the Group has been exposed to legal or collective obligations or has made payments on behalf of the associate.

      Gains and losses arising from transactions between one of the Group companies and a subsidiary of the Group are eliminated from the share of the Group in the relevant subsidiary.

      2. BASIS OF PRESENTATION OF THE FINANCIAL STATEMENTS (cont'd)
    2. Changes in Accounting Policies

      Changes in the accounting policies resulting from the first issue of a new TFRS are applied retrospectively and prospectively in accordance with the translational provisions of the related TFRS.

      Significant changes in the accounting policies are applied retrospectively and prior period financial statements are restated. The Group does not have any changes in accounting policies in the current period.

    3. Changes in Accounting Estimates and Errors

      If the changes in accounting estimates are related to only one period, they are applied in the period in which the changes are made; if they are related to future periods, they are applied both in the current and following periods. The Group does not have changes in the accounting estimates in the current period.

      Significant accounting errors are applied retrospectively and prior period financial statements are restated.

    4. New and Amended Turkish Financial Reporting Standards

      1. Standards, amendments, and interpretations applicable as of 30 June2025:

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

      2. Standards, amendments, and interpretations that are issued but not effective as of 30 June2025:

  • 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).

    • 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).

  1. New and Amended Turkish Financial Reporting Standards

    1. Standards, amendments, and interpretations that are issued but not effective as of 30 June2025:

      • 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

          The effects of these changes on the financial position and performance of the Company are being evaluated.

          1. BASIS OF PRESENTATION OF THE FINANCIAL STATEMENTS (cont'd)
  2. Comparative Information and Restatement of Consolidated Financial Statements of of Prior Period

    Consolidated financial statements of the Group have been prepared comparatively with the prior period in order to give information about financial position and performance. In order to maintain consistency with current year consolidated financial statements, comparative information is reclassed and significant changes are disclosed if necessary.

  3. Summary of Significant Accounting Policies

Critical judgments in applying the Group's accounting policies

In the process of applying accounting policies, management has made the following comments, which have a significant effect on the amounts recognized in the financial statements:

Deferred tax

Deferred tax assets and liabilities are recorded using substantially enacted tax rates for the effect of temporary differences between book and tax bases of assets and liabilities. Currently, there are deferred tax assets resulting from operating loss carry-forwards and deductible temporary differences, all of which could reduce taxable income in the future. Based on available evidence, both positive and negative, it is determined whether it is probable that all or a portion of the deferred tax assets will be realized. The main factors which are considered include future earnings potential; cumulative losses in recent years; history of loss carry-forwards and other tax assets expiring; the carry-forward period associated with the deferred tax assets; future reversals of existing taxable temporary differences; tax-planning strategies that would, if necessary, be implemented, and the nature of the income that can be used to realize the deferred tax asset. If based on the weight of all available evidence, it is the Group's belief that taxable profit will not be available sufficient to utilize some portion of these deferred tax assets, then some portion of or all of the deferred tax assets are not recognized.

The calculation of the fair values of the financial investments of the Group

The fair value of the Group's financial assets, that are classified as fair value through profit or loss, has been determined by independent valuation which are held for EPIAS. Discounted cash flows ("DCF") method was used in these valuation .

The fair values of the Company's investments classified as financial assets at fair value through profit or loss in Vektora Yazılım Teknolojileri A.Ş., Golive Yazılım Hizmetleri A.Ş., and Kahve Diyarı Pazarlama Sanayi ve Ticaret A.Ş. were determined in the independent valuation studies as of December 31, 2024. In the said valuation studies, the Discounted Cash Flow ("DCF") and Market Multiples ("Comparable Value") methods were used.

Deferred Tax on Investment Properties

In the calculation of deferred tax liability and deferred tax asset arising from the Group's investment properties, it has been concluded that the investment properties are not held within a business model that aims to obtain economic benefits entirely through use over time rather than through sale. A deferred tax liability of 18.75% has been calculated on the difference between the fair value and the tax base of the investment properties.

Fair value determination of the hydroelectric power plant and solar power plant

The hydroelectric power plants and solar power plant, which the Company classified as a tangible fixed asset, whose fair value is reflected in other comprehensive income, has been identified in the independent valuation dated 31 December 2024. Discounted cash flows ("DCF") method was used in these valuation studies.

  1. EXPLANATIONS OF CHANGES IN SHAREHOLDERS EQUITY 2025: Verusa Holding A.Ş. has repurchased 38,840 of its shares from Borsa İstanbul Equity Market. 2024: Verusa Holding A.Ş. has repurchased 450,454 of its own shares from Borsa İstanbul Equity Market and 2,828,156 shares of Verusaturk GSYO A.Ş.
  2. INTEREST IN OTHER ENTITIES a) Subsidiaries

    Details of non-wholly owned subsidiaries that have material non-controlling interests:

    The table below shows details of non-wholly owned subsidiaries of the Group that have material non-controlling interests:

    The share of noncontrolling interests in the capital and voting rights ratio Comprehensive income on noncontrolling shares Accumulated non-controlling interests

    Subsidiaries

    Place of Incorporation

    30 June

    2025

    31 December

    2024

    1 January - 30

    June 2025

    1 January - 30

    June 2024

    30 June

    2025

    31 December

    2024

    Verusaturk

    İstanbul

    %38,29

    %36,39

    55,732,789

    182,582,722

    1,062,466,974

    1,006,734,185

    Pamukova

    İstanbul

    %18,56

    %18,56

    78,582,745

    35,461,195

    345,893,986

    267,311,243

    Pamel

    İstanbul

    %38,05

    %38,05

    394,943

    (19,077,056)

    266,445,395

    266,050,453

    Acıselsan

    Denizli

    %49,27

    %49,27

    (27,835,977)

    679,181

    249,589,333

    277,425,307

    106,874,500

    199,646,042

    1,924,395,688

    1,817,521,188

    The summary financial information of each subsidiary of the Group with significant non-controlling interests is presented below. These summary financial information show the amounts before intra-group eliminations.

    Verusaturk Girişim Sermayesi Yatırım Ortaklığı A.Ş.

    30 June 2025

    31 December 2024

    Current assets

    4,304,306,902

    4,325,636,703

    Non-current assets

    8,002,991

    9,680,962

    Current liabilities

    5,141,445

    914,013

    Non-current liabilities

    216,712

    194,189

    Equity attributable to owners of the Company

    3,244,484,762

    3,327,475,278

    Non-controlling shares

    1,062,466,974

    1,006,734,185

    1 January -

    30 June 2025

    1 January -

    30 June 2024

    Expenses

    (27,257,727)

    423,033,655

    Eliminations for consolidation

    180,415,018

    (230,210,096)

    Profit / (loss) for the period

    153,157,291

    192,823,559

    Profit/loss for the period attributable to: Owners of the Company

    97,424,502

    10,240,837

    Non-controlling shares

    55,732,789

    182,582,722

    Profit / (loss) for the period

    153,157,291

    192,823,559

    Total comprehensive income attributable to: Owners of the Company

    97,424,502

    10,240,837

    Non-controlling shares

    55,732,789

    182,582,722

    Total comprehensive income

    153,157,291

    192,823,559

    4.

    INTERESTS IN OTHER ENTITIES (cont'd)

    a) Subsidiaries (cont'd)

    Pamukova Elektrik Üretim A.Ş.

    30 June 2025

    31 December 2024

    Current assets

    2,167,041,387

    1,272,400,622

    Non-current assets

    1,216,007,206

    1,279,585,639

    Current liabilities

    491,698,827

    83,921,943

    Non-current liabilities

    345,524

    492,319

    Equity attributable to owners of the Company

    2,545,110,256

    2,200,260,756

    Non-controlling shares

    345,893,986

    267,311,243

    1 January -

    30 June 2025

    1 January -

    30 June 2024

    Expenses

    423,432,235

    181,599,830

    Profit / (loss) for the period

    423,432,235

    181,599,830

    Profit/loss for the period attributable to: Owners of the Company

    344,849,490

    146,138,635

    Non-controlling shares

    78,582,745

    35,461,195

    Profit / (loss) for the period

    423,432,235

    181,599,830

    Total comprehensive income attributable to: Owners of the Company

    344,849,490

    146,138,635

    Non-controlling shares

    78,582,745

    35,461,195

    Total comprehensive income

    423,432,235

    181,599,830

    Acıselsan Acıpayam Selüloz San. Ve Tic. A.Ş.

    30 June 2025

    31 December 2024

    Current assets

    265,078,016

    344,517,778

    Non-current assets

    587,776,398

    601,077,671

    Current liabilities

    205,698,103

    235,001,905

    Non-current liabilities

    140,551,484

    147,488,375

    Equity attributable to owners of the Company

    257,015,494

    285,679,862

    Non-controlling shares

    249,589,333

    277,425,307

    1 January -

    30 June 2025

    1 January -

    30 June 2024

    Revenue

    247,547,196

    408,953,001

    Expenses

    (304,047,369)

    (407,574,422)

    Profit / (loss) for the period

    (56,500,173)

    1,378,579

    Profit/loss for the period attributable to: Owners of the Company

    (28,664,196)

    699,398

    Non-controlling shares

    (27,835,977)

    679,181

    Profit / (loss) for the period

    (56,500,173)

    1,378,579

    Total comprehensive income attributable to: Owners of the Company

    (28,664,196)

    699,398

    Non-controlling shares

    (27,835,977)

    679,181

    Total comprehensive income

    (56,500,173)

    1,378,579

    4.

    INTERESTS IN OTHER ENTITIES (cont'd)

    a) Subsidiaries (cont'd)

    Pamel Yenilenebilir Elektrik Üretim A.Ş. 30 June 2025

    31 December 2024

    Current assets 14,745,536

    12,350,650

    Non-current assets 1,126,623,414

    1,151,558,967

    Current liabilities 5,237,511

    5,990,487

    Non-current liabilities 275,197,459

    298,023,101

    Equity attributable to owners of the Company 594,488,585

    593,845,576

    Non-controlling shares 266,445,395

    266,050,453

    1 January -

    1 January -

    30 June 2025

    30 June 2024

    Revenue 46,007,436

    46,480,466

    Expenses (44,969,485)

    (95,030,373)

    Profit / (loss) for the period 1,037,951

    (48,549,907)

    Profit/loss for the period attributable to:

    Owners of the Company 643,008

    (29,472,851)

    Non-controlling shares 394,943

    (19,077,056)

    Profit / (loss) for the period 1,037,951

    (48,549,907)

    Total comprehensive income attributable to:

    Owners of the Company 643,008

    (29,472,851)

    Non-controlling shares 394,943

    (19,077,056)

    Total comprehensive income 1,037,951

    (48,549,907)

    b) Investments Accounted for with Equity Method

    The details of investments accounted for with equity method as follows:

    Place of Functionl 30 June

    Associates incorporation currency 2025

    %

    31 December

    2024

    %

    Aldem Çelik Endüstri San. ve Tic. A.Ş. İstanbul Turkish Lira 255,936,549

    40.75

    265,977,037

    40.75

    Total 255,936,549

    265,977,037

    Summarized financial information in respect of each of the the Group's material associates is set out below. The summarized financial information below represents amounts shown in the associate's financial statements prepared in accordance with TFRS.

    4.

    INTERESTS IN OTHER ENTITIES (cont'd)

    b) Investments Accounted for with Equity Method (cont'd)

    Aldem Çelik Endüstri San. ve Tic. A.Ş.

    30 June

    2025

    31 December

    2024

    Current assets

    334,878,801

    268,281,771

    Non-current assets

    727,022,125

    813,593,174

    Current liabilities

    (124,200,994)

    (134,986,959)

    Non-current liabilities

    (309,634,780)

    (294,183,601)

    628,065,152

    652,704,385

    1 January -

    30 June

    2025

    1 January -

    31 December

    2024

    Revenue

    234,041,132

    289,442,685

    Profit / (loss) for the period

    (24,639,233)

    29,296,198

    Group's shares on participations' losses

    (10,040,488)

    11,938,188

    30 June

    2025

    31 December

    2024

    Net assets of subsidiary

    628,065,152

    652,704,385

    40.75

    40.75

    255,936,549

    265,977,037

    Group's share of Aldem Çelik Endüstri San. ve Tic. A.Ş. (%)

    Net book value of Group's share of Aldem Çelik Endüstri San. ve Tic. A.Ş.
  3. OPERATING SEGMENTS

In terms of management accounting, the Group's activities are divided into five activity groups: venture capital, electrical energy wholesale, cellulose and energy production. These distinctions form the basis of financial reporting according to the sections below. Group management has determined its operating segments based on the reports reviewed by the Board of Directors and that are effective in making strategic decisions. The Board of Directors, which took the strategic decisions, was determined as the authority to make decisions regarding the activities of the Group. The reports, which are regularly reviewed by the competent authority to decide on group activities, consist of the Group's consolidated TFRS figures.

5.

OPERATING SEGMENTS (cont'd)

The distribution of the Group's ongoing activities according to the divisions is as follows:

1 January - 30 June 2025

Holding

Cellulose

Wholesale of

electricity

Generation of

Operations

Venture Fund

Production

energy

Energy

Eliminations

Total

Revenue

-

-

247,547,197

13,898,355

122,504,833

(14,214,061)

369,736,324

Operating income

-

-

247,547,197

13,898,355

122,504,833

(14,214,061)

369,736,324

Cost of sales (-)

-

-

(256,885,926)

(13,109,036)

(92,135,525)

14,201,939

(347,928,548)

Gross profit

-

-

(9,338,729)

789,319

30,369,308

(12,122)

21,807,776

Marketing expenses (-)

-

-

(6,097,919)

(15,525)

(29,083,773)

-

(35,197,217)

Administrative expenses (-)

(17,181,967)

(14,167,289)

(17,648,867)

(1,540,549)

(17,051,165)

954,173

(66,635,664)

Income from other operating activities

306,614

9,379,217

19,587,478

-

791,456,651

60,094,001

880,823,961

Expense from other operating activities (-)

-

(20,720,790)

(17,245,141)

(1,183,138)

(121,481,428)

119,378,967

(41,251,530)

Operating profit/(loss)

(16,875,353)

(25,508,862)

(30,743,178)

(1,949,893)

654,209,593

180,415,019

759,547,326

Shares in the profits / (losses) of investmen

-

-

-

-

-

-

-

accounted for using the equity method

-

-

-

-

-

(10,040,488)

(10,040,488)

Income from investing activities

-

-

6,531,278

-

-

-

6,531,278

Finance income

5,378,077

-

-

994,039

136,423,252

(132,570,582)

10,224,786

Finance expense

(2,348,005)

(762,386)

(31,313,839)

(41,749)

(235,914,242)

132,570,582

(137,809,639)

Monetary gain/loss

92,217,720

(986,479)

5,574,918

(798,836)

(137,414,538)

655,680

(40,751,535)

Profit / (loss) before tax

78,372,439

(27,257,727)

(49,950,821)

(1,796,439)

417,304,065

171,030,211

587,701,728

Tax expense

14,403,661

-

(6,549,352)

(1,256,214)

(52,160,390)

-

(45,562,295)

Profit / (loss) for the period

92,776,100

(27,257,727)

(56,500,173)

(3,052,653)

365,143,675

171,030,211

542,139,433

5.

OPERATING SEGMENTS (cont'd)

The distribution of the Group's ongoing activities according to the divisions is as follows:

1 January - 30 June 2024

Wholesale of

Holding

Cellulose

electricity

Generation of

Operations

Venture Fund

Production

energy

Energy

Eliminations

Total

Revenue

-

-

408,953,001

19,142,489

46,480,466

(18,580,900)

455,995,056

Operating income

-

-

408,953,001

19,142,489

46,480,466

(18,580,900)

455,995,056

Cost of sales (-)

-

-

(406,507,198)

(17,888,649)

(41,475,381)

18,389,626

(447,481,602)

Gross profit

-

-

2,445,803

1,253,840

5,005,085

(191,274)

8,513,454

Marketing expenses (-)

-

-

(7,295,555)

(15,060)

-

-

(7,310,615)

Administrative expenses (-)

(13,988,518)

(12,436,743)

(18,360,590)

(1,575,605)

(10,011,274)

1,135,984

(55,236,746)

Income from other operating activities

1,427,109

434,384,457

18,441,334

8,183

370,309,492

(61,644,827)

762,925,748

Expense from other operating activities (-)

58,939

(234)

(12,604,482)

(34,957)

(116,076,694)

111,628,678

(17,028,750)

Operating profit/(loss)

(12,502,470)

421,947,480

(17,373,490)

(363,599)

249,226,609

50,928,561

691,863,091

Shares in the profits / (losses) of investmen

-

-

-

-

-

-

-

accounted for using the equity method

-

-

-

-

-

11,938,188

11,938,188

Finance income

95,723,442

-

-

507,482

193,692,784

(262,073,778)

27,849,930

Finance expense

(153,417,734)

(63,431,161)

(45,177,406)

(30,630)

(113,051,609)

264,972,703

(110,135,837)

Monetary gain/loss

66,838,954

64,517,336

61,794,813

(591,316)

(130,646,404)

1,313,087

63,226,470

Profit / (loss) before tax

(3,357,808)

423,033,655

(756,083)

(478,063)

199,221,380

67,078,761

684,741,842

Tax expense

2,339,559

-

2,134,662

5,054,948

(86,424,644)

-

(76,895,475)

Profit / (loss) for the period

(1,018,249)

423,033,655

1,378,579

4,576,885

112,796,736

67,078,761

607,846,367

  1. OPERATING SEGMENTS (cont'd)

    Details of segment assets and liabilities according to segments are as follows:

    30 June 2025

    Balance Sheet

    Holding Operations

    Venture Fund

    Cellulose Production

    Wholesale of electricity energy

    Generation of

    Energy

    Eliminations (*)

    Total

    Total assets

    2,156,413,039

    4,836,183,137

    852,854,414

    237,913,784

    5,168,522,910

    (5,598,402,009)

    7,653,485,275

    Liabilities

    (644,440,689)

    (5,358,157)

    (346,249,587)

    (10,541,314)

    (982,590,413)

    1,137,950,530

    (851,229,630)

    Equity attributable to equity holders of the

    parent

    (1,511,972,350)

    (4,830,824,980)

    (506,604,827)

    (227,372,470)

    (4,185,932,497)

    6,384,847,167

    (4,877,859,957)

    Non-controlling interests

    -

    -

    -

    -

    -

    (1,924,395,688)

    (1,924,395,688)

    31 December 2024

    Balance Sheet

    Holding Operations

    Venture Fund

    Cellulose Production

    Wholesale of electricity energy

    Generation of

    Energy

    Eliminations (*)

    Total

    Total assets

    2,125,949,296

    4,859,191,113

    945,595,460

    240,603,130

    4,496,716,744

    (5,833,981,100)

    6,834,074,643

    Liabilities

    (696,508,767)

    (1,108,202)

    (382,490,281)

    (10,177,781)

    (675,927,926)

    1,202,498,806

    (563,714,151)

    Equity attributable to equity holders of the

    parent

    (1,429,440,529)

    (4,858,082,911)

    (563,105,179)

    (230,425,349)

    (3,820,788,818)

    6,449,003,482

    (4,452,839,304)

    Non-controlling

    interests

    -

    -

    -

    -

    -

    (1,817,521,188)

    (1,817,521,188)

    (*) A significant portion of the elimination figure results from the consolidation of the Holding's subsidiaries.

    The details of investment expenditures and depreciation and amortization charges according to industrial segments are as follows:

    30 June 2025

    Holding Activities

    Venture Fund

    Cellulose Production

    Wholesale of electricity

    energy

    Generation of

    Energy

    Total

    Investment expenses

    38,686

    -

    3,490,243

    -

    10,197,107

    13,726,036

    Depreciation and amortization

    expenses for the period

    (1,974,570)

    (1,677,971)

    (16,739,928)

    (2,470)

    (19,125,407)

    (39,520,346)

    30 June 2024

    Holding Activities

    Venture Fund

    Cellulose Production

    Wholesale of electricity

    energy

    Generation of

    Energy

    Total

    Investment expenses

    1,076,284

    -

    10,067,272

    12,200

    141,949,127

    153,104,883

    Depreciation and amortization

    expenses for the period

    (1,965,961)

    (1,706,881)

    (6,453,705)

    (1,880)

    (22,867,721)

    (32,996,148)

  2. RELATED PARTY DISCLOSURES
Balances with related parties 30 June 2025 31 December 2024 Receivables Payables Current Non-current

Balances with related parties

Trade

Non-trade

Trade

Non-trade

Shareholders

Investco Holding A.Ş. (*)

-

38,487,489

-

23,191,683

Financial Investments

Uzertaş Kimya Sanayi ve Ticaret A.Ş.

39,587

-

-

-

Innosa Teknoloji A.Ş.

24,575,468

-

22,518,429

-

49,190,523

38,487,489

22,518,429

23,191,683

1 January - 30 June 2025

Transaction with related parties

Service expense

Interest expense

Shareholders

Investco Holding A.Ş.

1,507,679

13,206,503

1,507,679

13,206,503

1 January - 30 June 2024

Transaction with related parties

Service expense

Interest expense

Shareholders

Investco Holding A.Ş.

2,036,100

17,835,205

2,036,100

17,835,205

The detail of compensation of key management personnel as follows:

1 January-

1 January-

1 April-

1 April-

30 June

30 June

30 June

30 June

2025

2024

2025

2024

Salaries and other short-term benefits

11,899,693

11,479,495

6,306,801

6,870,075

11,899,693 11,479,495 6,306,801 6,870,075

7.

TRADE RECEIVABLES AND PAYABLES

30 June

31 December

Short-term trade receivables

2025

2024

Trade receivables

223,238,415

365,783,771

-Trade receivables from related parties

24,615,055

22,518,429

-Other receivables

198,623,360

343,265,342

Notes receivable

1,070,258

129,508

Provision for doubtful receivables (-)

(1,493,875)

(1,742,963)

222,814,798 364,170,316

1 January-

1 January-

30 June

30 June

Movement of doubtful receivables

2025

2024

Opening balance

1,742,963

2,521,596

Monetary gain/(loss)

(249,088)

(500,027)

Closing

1,493,875

2,021,569

30 June

31 December

Short-term trade payables

2025

2024

Trade payables

78,404,740

151,313,011

- Trade payables to third parties

78,404,740

151,313,011

78,404,740

151,313,011

8.

PREPAID EXPENSES AND DEFERRED INCOME

30 June

31 December

Short-term prepaid expenses

2025

2024

Advances given for purchases

45,991,651

43,730,697

Prepaid expenses

2,668,913

5,043,231

48,660,564 48,773,928 30 June 31 December Long-term prepaid expenses 2025 2024

Advances given for purchases

200,001

233,348

Prepaid expenses

522,526

517,299

722,527

750,647

9. OTHER RECEIVABLES AND PAYABLES

30 June

31 December

Other current receivables

2025

2024

Other receivables from related parties (Note: 6)

38,487,489

23,191,683

Receivables from tax offices

11,141,766

34,799,531

Deposits and guarantees given

2,416,339

2,653,603

Other receivables

1,448,352

48,193,727

53,493,946

108,838,544

30 June

31 December

Other non-current receivables

2025

2024

Deposits and guarantees given

573,198

785,207

573,198

785,207

30 June

31 December

Other current payable

2025

2024

Other payables to third parties

301,456

360,210

301,456

360,210

30 June

31 December

Other non-current payable

2025

2024

Other payables to third parties

114,981

219,027

114,981

219,027

10. INVENTORIES

30 June

31 December

2025

2024

Raw material

37,562,726

45,161,427

Work in process

21,900,686

7,135,425

Finished goods

36,699,639

39,931,524

Other

952,202

1,133,955

97,115,253 93,362,331
  1. COMMITMENTS 30 June 2025 TL Equivalent TRY EUR

    CPM given on behalf on fully consolidated companies

    -Guarantee letters 219,945,051 137,113,629 1,795,000

    -Pledge 442,000,000 442,000,000 -

    Total 661,945,051 579,113,629 1,795,000 31 December 2024 TL Equivalent TRY EUR

    CPM given on behalf on fully consolidated companies

    -Guarantee letters

    211,134,045

    137,113,629

    1,795,000

    -Pledge

    515,698,773

    515,698,773 -

    Total

    726,832,818

    652,812,402 1,795,000

    The ratio of other CPMs given by the Group to the equity of the Group is zero.

  2. PROPERTY, PLANT AND EQUIPMENT

Cost Value Land

Buildings

Plants,

machinery and equipments

Motor vehicles

Furniture and

fixture

Hydroelectric power plant

Solar power

plant

Other tangible fixed

assets

Minarel resources

Construction in progrss

Total

Opening balances of 1 January 2025

48,588,858

122,372,831

309,050,935

16,435,164

28,352,361

851,217,151

378,744,084

70,130,830

100,335,990

138,942,131

2,064,170,335

Additions

-

136,365

1,929,781

-

429,228

-

-

75,145

-

11,080,517

13,651,036

Disposals

-

-

-

(1,641,129)

(1,415)

-

-

-

-

-

(1,642,544)

Closing balance as of 30 June 2025

48,588,858

122,509,196

310,980,716

14,794,035

28,780,174

851,217,151

378,744,084

70,205,975

100,335,990

150,022,648

2,076,178,827

Accumulated Depreciation

Opening balances of 1 January 2025

-

(5,546,557)

(53,243,889)

(11,229,891)

(16,685,036)

(85,365,971)

(21,495,513)

(23,861,311)

(5,442,482)

-

(222,870,650)

Charge of the year

-

(1,739,092)

(8,524,386)

(897,471)

(2,259,866)

(12,292,964)

(4,363,357)

(4,245,022)

(4,904,596)

-

(39,226,754)

Disposals

-

-

-

1,641,129

-

-

-

-

-

-

1,641,129

Closing balance as of 30 June 2025

-

(7,285,649)

(61,768,275)

(10,486,233)

(18,944,902)

(97,658,935)

(25,858,870)

(28,106,333)

(10,347,078)

-

(260,456,275)

Carrying values ass of 30 June 2025

48,588,858

115,223,547

249,212,441

4,307,802

9,835,272

753,558,216

352,885,214

42,099,642

89,988,912

150,022,648

1,815,722,552

12. PROPERTY, PLANT AND EQUIPMENT (cont'd)

Land

Buildings

Plants,

machinery and equipments

Motor vehicles

Furniture and

fixture

Hydroelectric power plant

Solar power

plant

Other tangible fixed

assets

Minarel resources

Construction in progrss

Total

51,696,353

35,539,207

83,488,740

16,885,516

25,912,612

967,756,936

452,759,308

68,406,560

100,537,535

422,793,232

2,225,775,999

305,456

-

698,520

-

3,034,172

80,392,859

-

-

-

67,626,062

152,057,069

-

75,611,016

221,082,988

-

-

-

-

-

-

(296,694,004)

-

52,001,809

111,150,223

305,270,248

16,885,516

28,946,784

1,048,149,795

452,759,308

68,406,560

100,537,535

193,725,290

2,377,833,068

-

(2,131,416)

(35,978,453)

(9,739,097)

(14,189,413)

(55,133,278)

(11,003,027)

(15,990,810)

(739,428)

-

(144,904,922)

-

(1,002,893)

(3,908,520)

(1,045,016)

(2,078,520)

(14,927,575)

(5,246,239)

(4,160,428)

(276,172)

-

(32,645,363)

-

(3,134,309)

(39,886,973)

(10,784,113)

(16,267,933)

(70,060,853)

(16,249,266)

(20,151,238)

(1,015,600)

-

(177,550,285)

52,001,809

108,015,914

265,383,275

6,101,403

12,678,851

978,088,942

436,510,042

48,255,322

99,521,935

193,725,290

2,200,282,783

Cost Value

Opening balances of 1 January 2024 Additions

Transfers

Closing balance as of 30 June 2024 Accumulated Depreciation

Opening balances of 1 January 2024

Charge of the year

Closing balance as of 30 June 2024 Carrying values ass of 30 June 2024

The useful lives of property,plant and equipments are as follows:

Useful life

Buildings 30 years

Plants, machinery and 3 - 20 years Motor vehicles 5 years

Furniture and fixture 3 - 20 years Other tangible fixed assets 3 - 5 years Hydroelectric power plant 36 - 39 years Solar power plant 43 years

13. OTHER ASSETS AND LIABILITIES

30 June 31 December

Other current assets

2025 2024

VAT carried forward

44,663,103 14,830,979

Job advances

534,907 375,314

Personnel advances

67,997 13,273

Other VAT

5,059,641 880,120

50,325,648 16,099,686

30 June 31 December

Other non-current assets

2025 2024

Other VAT

17,900,276 25,468,399

17,900,276 25,468,399

30 June 31 December

Other current liabilities

2025 2024

Taxes and funds payables

3,984,688 5,134,326

State right share

2,735,884 9,072,798

Advances received

6,447,046 2,560,775

Other payables and liabilities

457,847 465,462

13,625,465 17,233,361

14. SHARE CAPITAL,RESERVES AND OTHER EQUITY ITEMS

a) Share Capital

30 June 31 December

Shareholders %

2025 % 2024

Investco Holding A.Ş.

63.87%

44,711,072

63.67%

44,566,195

Public Shares

36.13%

25,288,929

36.33%

25,433,805

Authorised capital 100% 70,000,000 100% 70,000,000 Capital structure adjustment 804,383,174 804,383,174

The Company's issued capital is TL 70,000,000 (December 31, 2024: TL 70,000,000). This capital consists of 70,000,000 shares with a nominal value of TL 1 each (December 31, 2024: 70,000,000). These shares are divided into Class A and Class B shares. Class A shares are registered, while Class B shares are bearer shares. Class A shares have special rights and privileges specified in the articles of association, whereas no special rights or privileges are granted to Class B shares. There are a total of 14,000,000 Class A shares (December 31, 2024: 14,000,000) and 56,000,000 Class B shares (December 31, 2024: 56,000,000).

14. SHARE CAPITAL,RESERVES AND OTHER EQUITY ITEMS (cont'd) b) Restricted reserves 30 June 31 December

2025 2024

Legal reserves

47,375,504

47,375,504

Other reserves

465,348,627

465,348,627

According to the Turkish Commercial Code, the general legal reserve is set aside at 5% of the annual profit until it reaches 20% of the Group's paid-in capital. The other legal reserve is set aside at 10% of the total amount distributed to those entitled to receive profit shares after a dividend of 5% has been paid to the shareholders. According to the Turkish Commercial Code, unless the general legal reserve exceeds half of the capital or issued capital, it may only be used to cover losses, to maintain operations when business conditions are not favorable, or to take measures to prevent unemployment and mitigate its consequences.

Pursuant to the Capital Markets Board (CMB) bulletin dated March 7, 2024, beginning with the TFRS statement of financial position for the reporting period ended in 2023, "Capital Adjustment Differences," "Share Premiums (Discounts)" (Share Premium), including "Legal Reserves" and "Other Reserves" classified as statutory and special reserves in the financial statements prepared in accordance with CMB regulations, are required to be presented based on CPI. Accordingly, the inflation-adjusted amounts in the financial statements prepared in accordance with tax legislation must be converted into amounts adjusted according to the CPI valid in TFRS reporting, and the resulting differences must be reflected in the "Retained Earnings/(Losses)" account. The details of the inflation-adjusted amounts of these items, which are monitored under equity in the Group's TFRS consolidated statement of financial position, as per the financial statements prepared in accordance with tax legislation, together with the related differences tracked under "Retained Earnings," are disclosed in the appendix.

PPI-Indexed Statutory Records CPI-Indexed Amounts Difference Followed Under Retain Earnings

Capital structure adjustment 914,040,564 804,383,174 109,657,390

Share premium 10,329,668 9,228,720 1,100,948

Restricted reserves from profit 25,980,861 47,375,504 (21,394,643)