Gozde Girisim Sermayesi Yatirim Ortakligi : 31.03.2024 Financial Report

GÖZDE GİRİŞİM SERMAYESİ

YATIRIM ORTAKLIĞI A.Ş.

SUMMARY FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 31 MARCH, 2024

(Originally issued in Turkish)

GÖZDE GİRİŞİM SERMAYESİ YATIRIM ORTAKLIĞI A.Ş.

CONTENTS	PAGE(S)
STATEMENTS OF FINANCIAL POSITION	1-2
STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME	3
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY	4
STATEMENTS OF CASH FLOW	5
NOTES TO THE CONDENSED FINANCIAL STATEMENTS	6-48
NOTE 1	ORGANIZATION AND OPERATIONS OF THE COMPANY	6-7
NOTE 2	BASIS OF PRESENTATION OF FINANCIAL STATEMENTS	7-11
NOTE 3	MERGERS	11
NOTE 4	SEGMENT REPORTING	11
NOTE 5	CASH AND CASH EQUIVALENTS	11
NOTE 6	BALANCES AND TRANSACTIONS WITH RELATED PARTIES	12-17
NOTE 7	TRADE RECEIVABLES AND PAYABLES	17
NOTE 8	OTHER PAYABLES AND RECEIVABLES	17
NOTE 9	TANGIBLE ASSETS	18
NOTE 10	EMPLOYEE BENEFITS	19
NOTE 11 OTHER ASSETS AND LIABILITIES	20
NOTE 12	SHAREHOLDERS' EQUITY	20-21
NOTE 13	REVENUE AND COST OF SALES	22
NOTE 14	GENERAL ADMINISTRATIVE EXPENSES	22
NOTE 15	OTHER INCOME AND EXPENSES FROM OPERATING ACTIVITIES	23
NOTE 16	FINANCIAL INCOME AND EXPENSES	23
NOTE 17	EARNINGS / (LOSS) PER SHARE	24
NOTE 18	PROVISIONS, CONTINGENT ASSETS AND LIABILITIES …………………………	24
NOTE 19	FINANCIAL INSTRUMENTS	25-29
NOTE 20	FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT	30-36
NOTE 21	FINANCIAL INSTRUMENTS (FAIR VALUE DISCLOSURES)	36-40
NOTE 22	EVENTS AFTER THE BALANCE SHEET DATE	41
NOTE 23	CONTROL OF COMPLIANCE WITH PORTFOLIO LIMITATIONS, FINANCIAL DEBT
	AND TOTAL EXPENSE LIMITS………………	41-44

GÖZDE GİRİŞİM SERMAYESİ YATIRIM ORTAKLIĞI A.Ş.

Balance sheets

at 31 March 2024 and 31 December 2023

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of March 31, 2024, based on purchasing power)

		Unaudited	Audited
		Current Period	Previous Period
	Notes	31 March	31 December
	2024	2023
ASSETS
Current assets:
Cash and cash equivalents	5	46,929	51,081
Trade receivables		89,580	38,213
- Trade receivables from related parties	6,7	89,580	38,213
Other receivables		989,157,781	-
- Other receivables from related parties	6,8	989,157,781	-
Other current assets	11	60,590	86,480
Total Current Assets		989,354,880	175,774
Non-Current Assets:
Financial investments	19	27,352,677,966	29,000,447,756
Tangible assets	9	153,182	183,196
Other non-current assets	11	201,810,576	227,527,245
Total Non-Current Assets		27,554,641,724	29,228,158,197
Total Assets		28,543,996,604	29,228,333,971

The accompanying notes form an integral part of the financial statements.

1

GÖZDE GİRİŞİM SERMAYESİ YATIRIM ORTAKLIĞI A.Ş.

Balance sheets

at 31 March 2024 and 31 December 2023

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of March 31, 2024, based on purchasing power)

		Unaudited	Audited Previous
		Current Period	Period
	Notes	31 March	31 December 2023
	2024
LIABILITIES
Current Liabilities
Trade payables	6,7	135,225,892	163,971,481
- Trade payables to related parties	7	134,963,506	163,670,939
- Trade payables to non-related parties	10	262,386	300,542
Payables related to employee benefits		379,131	184,415
Other payables	6,8	-	3,083,996,321
- Other payables to related parties		-	3,083,996,321
Short-term provisions		816,133	609,889
- Short-term provisions for employee benefits	10	816,133	609,889
Other short-term liabilities	11	9,854,655	12,155,855
Total Current Liabilities		146,275,811	3,260,917,961
Non-Current Liabilities:
Other payables	8	3,255,379,274	287,659,058
- Other payables to related parties	6.8	3,255,379,274	287,659,058
Long-term provisions		657,091	737,602
- Long-term provisions for employment benefits	10	657,091	737,602
Total Non-Current Liabilities		3,256,036,365	288,396,660
Total Liabilities		3,402,312,176	3,549,314,621
Shareholders' Equity
Paid-in capital	12	385,000,000	385,000,000
Share Capital Adjustment Differences		3,402,926,108	3,402,926,108
Share premiums	12	2,260,799,292	2,260,799,292
Restricted reserves	12	42,045,916	42,045,916
Retained earnings		19,588,248,034	29,720,584,807
Net loss for the period		(537,334,922)	(10,132,336,773)
Total Equity		25,141,684,428	25,679,019,350
Total Liabilities		28,543,996,604	29,228,333,971

The accompanying notes form an integral part of the financial statements.

2

GÖZDE GİRİŞİM SERMAYESİ YATIRIM ORTAKLIĞI A.Ş.

Statements of profit or loss

for the period 1 January - 31 March 2024 and 2023

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of March 31, 2024, based on purchasing power)

		Unaudited Current	Unaudited Previous
		Period	Period
		1 January	1 January
		31 March	31 March
Notes		2024	2023
Revenue	13	1,082,272,250	8,748,376
Cost of sales (-)	13	(1,082,272,250)	(8,238,947)
Gross profit		-	509,429
General administrative expenses (-)	14	(59,709,554)	(68,619,279)
Other operating income	15	124,088	134,119
Other operating expenses (-)	15	(402,199,303)	(11,824,610,064)
Operating Loss		(461,784,769)	(11,892,585,795)
Financial income	16	36,640,526	119,476
Financial expenses (-)	16	(358,733,552)	(192,605,176)
Net Monetary Gain		246,542,873	20,868,362
Loss Before Tax		(537,334,922)	(12,064,203,133)
Tax Expense For The Period		-	-
-Current tax expense (-)		-	-
Net loss for the period		(537,334,922)	(12,064,203,133)
Other comprehensive income		-	-
Total Comprehensive Expense		(537,334,922)	(12,064,203,133)
Loss Per Share	17	(1.40)	(31.34)

The accompanying notes form an integral part of the financial statements

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GÖZDE GİRİŞİM SERMAYESİ YATIRIM ORTAKLIĞI A.Ş.

Statements of changes in shareholders' equity

for the period 1 January - 31 March 2024 and 2023

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of March 31, 2024, based on purchasing power)

					Accumulated profit
		Share capital
		adjustment	Share	Restricted	Net income/	Retained
	Paid in capital	differences	premiums	reserves	(loss)	earnings	Total Equity
1 January 2023 balances as of date	385,000,000	3,402,926,108	2,260,799,292	42,045,916	250,913,015	29,469,671,792	35,811,356,123
Transfers	-	-	-	-	(250,913,015)	250,913,015	-
Total comprehensive expense	-	-	-	-	(12,064,203,133)	-	(12,064,203,133)
31 March 2023 balances as of date	385,000,000	3,402,926,108	2,260,799,292	42,045,916	(12,064,203,133)	29,720,584,807	23,747,152,990
1 January 2024 balances as of date	385,000,000	3,402,926,108	2,260,799,292	42,045,916	(10,132,336,773)	29,720,584,807	25,679,019,350
Transfers	-	-	-	-	10,132,336,773	(10,132,336,773)	-
Total comprehensive expense	-	-	-	-	(537,334,922)	-	(537,334,922)
31 March 2024 balances as of date	385,000,000	3,402,926,108	2,260,799,292	42,045,916	(537,334,922)	19,588,248,034	25,141,684,428

The accompanying notes form an integral part of the financial statements.

4

GÖZDE GİRİŞİM SERMAYESİ YATIRIM ORTAKLIĞI A.Ş.

Statements of cash flows

for the period 1 January - 31 March 2024 and 2023

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of March 31, 2024, based on purchasing power)

		Unaudited		Unaudited
		Current Period		Previous Period
	Note	31 March 2024		31 March 2023
A. CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period		(537,334,922)	(12,064,203,133)
Adjustments to reconciliation of net profit for the period		3,052,290,813	12,408,847,516
-Amortisman ve itfa payları	9	30,014	48,090
-Çalışanlara sağlanan faydalara ilişkin karşılıklar	10	(125,526)	117,174
-Interest income	16	(36,640,526)	(119,476)
-Dividend income	13	-	(509,429)
-Interest expense	16	60,307,262	187,402,349
-Net fair value (gains)/losses of financial assets	15	2,730,042,040	12,216,731,079
-Adjustments for unrealized foreign currency exchange differences	16	298,426,290	5,202,827
-Adjustments related to monetary (gains)		251,260	(25,098)
Changes in working capital
-Changes in liabilities under employee benefits	10	194,716	848,472
-Changes in other receivables from related parties	6,8	(989,157,781)	(8,199,051)
-(Decrease)/Increase in trade payables to non-related parties	7	(38,156)	(561,999)
-Increase in trade payables to related parties	6	(28,707,433)	(19,387,409)
- Increase in other short-term liabilities	11	(2,301,200)	819,813
-Other increase/(decrease) in working capital		25,691,192	5,270,140
Cash flows from operating activities		1,520,637,229	323,434,349
B. CASH FLOWS FROM INVESTING ACTIVITIES
-Dividend income	13	-	509,429
-Interest income	16	36,640,526	119,476
-Cash inflow and outflow due to share sale/purchase of affiliates and/or business	19	(1,082,272,250)	8,238,947
-Cash outflows from the purchase of tangible and intangible assets	9	-	(27,226)
Cash flows from investing activities		(1,045,631,724)	8,840,626
C. CASH FLOWS FROM FINANCING ACTIVITIES
-Decrease in other payables to related parties	19	(116,276,105)	(139,669,800)
-Interest paid	16	(358,733,552)	(192,605,176)
Cash flows from financing activities		(475,009,657)	(332,274,976)
Net increase/(decrease) in cash and cash equivalents before the effect of
currency exchange differences (A+B+C)		(4,152)	-
D.THE EFFECT OF FOREIGN CURRENCY CONVERSION
DIFFERENCES ON CASH AND CASH EQUIVALENTS		-	-
Net increase/(decrease) in cash and cash equivalents (A+B+C+D)		(4,152)	-
PERIOD		51,081	-
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD
(A+B+C+D+E)		46,929	-

The accompanying notes form an integral part of the financial statements.

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GÖZDE GİRİŞİM SERMAYESİ YATIRIM ORTAKLIĞI A.Ş.

Notes to the financial statements

for the period 1 January - 31 March 2024

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of March 31, 2024, based on purchasing power)

1. ORGANIZATION AND OPERATIONS OF THE COMPANY

Gözde Girişim Sermayesi has been founded by the shareholders of the FFK Fon Finansal Kiralama A.Ş. (FFK) on 22 January 2010 through the partial spin-off of Türkiye Finans Katılım Bankası A.Ş (TFKB) shares that are presented as assets held for sale in the financial statements of FFK as of 31 December 2009 and Kaynak Finansal Kiralama A.Ş. (Kaynak Finansal) shares that are among the subsidiaries of FFK and as capital in kind. The foundation of the company was registered by the Trade Registry Office and announced in the Trade Registry Gazette on 28 January 2010 numbered 7789.

The process of conversion for Gözde Finansal Hizmetler Anonim Şirketi into a Venture-Capital Trust with the VCT title was finalized upon register of the articles of association amendment to the Trade Registry on 28 July 2011, following the capital increase realized between 11 July - 25 July 2011. The Company continues its operations under the trade name of "Gözde Girişim Sermayesi Yatırım Ortaklığı A.Ş.", as of 28 July 2011 with the aim of using its capital, which has been issued as registered capital, for doing business with the purposes and the subjects written in the regulations of the Capital Market Board ("CMB") regarding Venture-Capital Trusts (Communiqué - Serial: III No:48.3) and for doing business with the aim of directing it to long-term investments made to venture capital companies that are essentially established or will be established in Turkey, have the potential to grow and are in need of resources.

The partial spin-off, which was resolved during the Board of Directors meeting of FFK conducted on 10 November 2009 and in accordance with Article 20 and subparagraph "b" of paragraph 3 of Article 19 of the Law on Corporate Income Tax No. 5520 and with provisions of "Communiqué Regarding the Regulation of Procedures and Principles on the Partial Demerger of Incorporated and Limited Liability Companies" published on the Official Gazzette No. 25231 dated 16 September 2003, received approval from the Capital Market Board with the document dated 21 December 2009 and numbered B.02.1.SPK.013-1869. At the Extraordinary General Assembly meeting of FFK held on January 11, 2010, the Partial Spin-off Plan was accepted in accordance with the provisions of the communiqué mentioned above. The shareholders have decided that the said shares will be invested in the newly established Company as capital in kind with the cost value in the records of FFK, and in return, the shares representing the capital of the Company will be given to the shareholders of FFK in proportion to their existing shares in FFK. With the said partial division, the Company went public and prepared its financial statements for the first time on 31 March 2010 and presented it to the CMB and Borsa İstanbul A.Ş.

As of 31 March 2024 and 31 December 2023, the shareholders and partnership shares of the Company are as follows:

	31 March 2024	31 December 2023
	Share	Capital	Share	Capital
Shareholders	capital (%)	Amount (TRY)	capital (%)	Amount (TRY)
Kökler Yatırım Holding A.Ş.	29.73	114,466,300	29.73	114,466,300
Yıldız Holding A.Ş.	22.78	87,719,769	22.78	87,719,769
Şükran Danışmanlık ve Yönetim A.Ş.	5.14	19,803,301	5.14	19,803,301
İhsaniye Danışmanlık ve Yönetim A.Ş.	5.14	19,803,301	5.14	19,803,301
Clarastra Danışmanlık ve Yönetim A.Ş.	5.14	19,803,301	5.14	19,803,301
Franklin Templeton Luxembourg SA	5.00	19,250,000	5.00	19,250,000
Other	27.07	104,154,028	27.07	104,154,028
Nominal Capital	100	385,000,000	100	385,000,000
Share Capital Adjustment Differences		3,402,926,108		3,402,926,108

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GÖZDE GİRİŞİM SERMAYESİ YATIRIM ORTAKLIĞI A.Ş.

Notes to the financial statements

for the period 1 January - 31 March 2024

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of March 31, 2024, based on purchasing power)

1. ORGANIZATION AND OPERATIONS OF THE COMPANY (Continued)

According to the data received from the Central Registry Agency, 30,4% of the Company's shares are open to the public as of the reporting date (31 December 2023: 30,40%). While the Central Registry Agency determines the free float rate of companies, it includes all shares of 10% or less in the free float rate. It also determines the final rate by decreasing the blocked amounts. As of 31 March 2024, the capital of the company consists of 385,000,000 shares (31 December 2023: 385,000,000 shares). The nominal value of the shares is TRY 1 per share (31 December 2023: TRY 1 per share).

The headquarters of the company is in Kısıklı Mahallesi, Çeşme Çıkmazı Sokak, Yıldız Holding Apt. No: 6/1 Uskudar Istanbul address. As of 31 March 2024, the total number of personnel of the Company is 4 people. (31 December 2023: 4 people).

Approval of Financial Statements

The financial statements have been approved by the Board of Directors and authorized to be published on 10 May 2024.

Dividends Payable

As of the publication date of the financial statements, there is no dividend decision taken by the General Assembly.

1. BASIS OF PRESENTATION OF FINANCIAL STATEMENTS

1. Basis of Presentation

Statement of Compliance with TAS

The Company maintain its books of accounts and prepare its statutory financial statements in accordance with the Turkish Commercial Code ("TCC"), tax legislation, the Uniform Chart of Accounts.

The accompanying financial statements are prepared in accordance with Communiqué Serial II, No:14.1, "Principles of Financial Reporting in Capital Markets" ("the Communiqué") published in the Official Gazette numbered 28676 on 13 June 2013. According to Article 5 of the Communiqué, financial statements are prepared in accordance with the Turkish Accounting Standards ("TAS") issued by Public Oversight Accounting and Auditing Standards Authority ("POAASA"). TAS contains Turkish Accounting Standards, Turkish Financial Reporting Standards ("TFRS") and its addendum and interpretations ("IFRIC").

The accompanying financial statements are within the scope of the Capital Markets Board's ("CMB") Communiqué on "Principles of Financial Reporting in the Capital Markets" numbered II-14.1 and Turkish Accounting Standards ("TAS") published by the Public Oversight, Accounting and Auditing Standards Authority ("KGK") and Turkish Financial Reporting Standards ("TFRS"). The presentation principles have been prepared in accordance with the 2022 TFRS Taxonomy, which was developed by the KGK on the basis of subparagraph (b) of the 9th article of the Decree Law No. 660 and determined and announced to the public with the decision of the KGK dated 4 October 2022.

The financial statements are prepared on the historical cost basis, except for the revaluation of financial instruments at fair value.The determination of historical cost is generally based on the fair value of the amount paid for the assets.

The Company's financial statements have been prepared consistent with accounting policies used in preparation of financial statements for the year ending 31 December 2023 except for new accounting standards applicable as of 1 January 2024. New accounting standards are disclosed at Note 2.2 and Note 2.3.

.

7

GÖZDE GİRİŞİM SERMAYESİ YATIRIM ORTAKLIĞI A.Ş.

Notes to the financial statements

for the period 1 January - 31 March 2024

(Unless otherwise stated, amounts are expressed in Turkish Lira (''TRY'') as of March 31, 2024, based on purchasing power)

1. BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (Continued)

1. Basis of Presentation (Continued)

Functional and Presentation Currency

Financial statements of the Company are presented in the currency of the primary economic environment in which the entities operate (its functional currency). The results and financial position of the Company is expressed in Turkish Lira, which is the functional and presentation currency of the Company.

Disclosure on Financial Investments

Accounting policy amendments are applied retrospectively and the previous year financial statements are rearranged.

According to TFRS 10, the Company did not present a financial statement by measuring its investments at fair value through profit or loss and benefiting from exclusion related to financial statement presentation. Besides, the Company is an investment entity as per the definition of investment entity in TFRS 10. The aspects indicating the Company's nature as investment entity are that: the Company gets funds from one or more investors in order to provide investment management services; undertakes its investor or investors that its business purpose is to invest the funds for only acquiring capital gain or investment income or both; and measures and appraises the performance of its all investment based on the fair value principle. Furthermore, the Company has investors without related parties as it is open to multiple investments and investors and to public.

The subsidiaries that the Company controls but does not consolidate are as follows:

		Place of
	(%)	Establishment	Field of Operation
Polinas Plastik Sanayii ve Tic. A.Ş.	99.00	Turkey	Packaging
Azmüsebat Çelik Sanayii A.Ş. ve Ticaret A.Ş.	97.61	Turkey	FMCG
Gözde Tech Ventures Teknoloji Yatırımları A.Ş.	100.00	Turkey	Technology Investments

Checking the compliance with the portfolio restrictions and the limit of financial liability and total expenses

Information on Checking the Compliance with Portfolio Restrictions and the Limit of Financial Liability and Total Expenses given in Supplementary Footnote has the feature of summary information generated from financial statements as per "Communiqué on the Principles of Financial Reporting in Capital Markets" and is prepared within the framework of the provisions of "Communiqué on Principles of Venture Capital and Private Equity Investment Companies" with number III-48.3, published in the in the Official Gazette edition 28790 on 9 October 2013, regarding checking the compliance with portfolio restrictions and the limit of financial liability and total expenses.

Comparative Information and Adjustment of Prior Period Financial Statements

The financial statements of the Company are prepared comparatively with the previous period in order to enable the determination of the financial situation and performance trends. In order to comply with the presentation of the current period financial statements, comparative information is reclassified when deemed necessary and significant differences are disclosed. As of 31 March 2024, the Company does not have any classification.

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