Gozde Girisim Sermayesi Yatirim Ortakligi : 30.09.2023 Annual Report

GÖZDE GİRİŞİM SERMAYESİ YATIRIM ORTAKLIĞI A.Ş.

01.01.2023 - 30.09.2023 Interim Report

TABLE OF CONTENTS

1. GENERAL INFORMATION

1. INFORMATION ON THE COMPANY PORTFOLIO

1. SUMMARIZED FINANCIAL INDICATORS

IV. SIGNIFICANT DEVELOPMENTS WITHIN THE PERIOD

1. SIGNIFICANT DEVELOPMENTS IN THE AFTERMATH OF THE PERIOD VI. ADMINISTRATIVE ACTIVITIES

VII. OTHER REMARKS

1. GENERAL INFORMATION

	Report Period		01.01.2023 - 30.09.2023
	Trade Name		Gözde Girişim Sermayesi Yatırım Ortaklığı A.Ş.
	Foundation Headquarters /		Istanbul / 22.01.2010
	Foundation Date
	Paid-in Capital		TRY 385,000,000
	Authorized Capital Ceiling		TRY 2,000,000,000
	Trade Registry Center / Registry No		Istanbul / 722576
	BIST Trading Code		GOZDE
	Web Address		www.gozdegirisim.com.tr

Gözde Girişim Sermayesi Yatırım Ortaklığı A.Ş. (Gözde Girişim Sermayesi/Company/Partnership) is a public joint stock company established to operate a portfolio consisting of venture capital investments, capital market instruments and other assets and rights to be determined by the Board within the procedures and principles set out in the Capital Markets Board's (CMB/Board) Communiqué on Venture Capital Investment Trusts (VCIT) (Communiqué III - 48.3).

Gözde Girişim Sermayesi has been founded by the shareholders of the FFK Fon Finansal Kiralama A.Ş. (FFK) on 22 January 2010 under the trade name Gözde Finansal Hizmetler A.Ş (Gözde Finansal) 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 Fon Finansal Kiralama A.Ş. and Kaynak Finansal Kiralama A.Ş. (Kaynak Finansal) shares that are among the subsidiaries of FFK and as capital in kind. With the aforementioned partial spin-off, the Company became publicly traded and disclosed its financial statements to the CMB and Istanbul Stock Exchange (BIST) for the first time on 31 March 2010.

With the resolution of the Board of Directors dated 13.12.2010, Gözde Finansal applied to the CMB for transformation into Venture Capital Investment Trust (VCIT), transition to the registered capital system, capital increase, and obtaining a portfolio management license. In the CMB's weekly bulletin dated 25.03.2011 and numbered 2011/12, Gözde Finansal's application for transformation into a VCIT with the title 'Gözde Girişim Sermayesi Yatırım Ortaklığı A.Ş.' and issuance of a portfolio management activity authorization certificate were announced to the public. On 28 July 2011, following the capital increase realized between 11-25 July 2011, the transformation of Gözde Finansal into a VCIT was completed with the registration of the amendment to the articles of association with the Trade Registry.

As of 30.09.2023, Gözde Girişim Sermayesi's free-floating share ratio as per the principles followed by Merkezi Kayıt Kuruluşu A.Ş. (Central Securities Depository) is 30.40%. The Company's shares have been traded on the BIST since 25 January 2010. The stock exchange trading code of the Company's shares is GOZDE. The shareholding structure of the Company as of 30.09.2023 is presented below. There are no privileged shares.

	Share	30 September	Share	31 December
Shareholders	capital (%)	2023	capital (%)	2022
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
Üs Holding A.Ş.(*)	-	-	15.43	59,409,903
Şükran Danışmanlık ve Yönetim A.Ş.	5.14	19,803,301	-	-
İhsaniye Danışmanlık ve Yönetim A.Ş.	5.14	19,803,301	-	-
Clarastra Danışmanlık ve Yönetim A.Ş.	5.14	19,803,301	-	-
Franklin Templeton Luxembourg SA	5.00	19,250,000	5.00	19,250,000
Diğer	27.07	104,154,028	27.06	104,154,028
Nominal Capital	100	385,000,000	100	385,000,000

1. Through the full division of Üs Holding A.Ş., 3 new companies, İhsaniye Danışmanlık ve Yönetim A.Ş. , Clarastra Danışmanlık ve Yönetim A.Ş. and Şükran Danışmanlık ve Yönetim A.Ş. have been established.

The registered office of the Company is located at Kısıklı Mahallesi Çeşme Çıkmazı Sokak Yıldız Holding Apt. No:6/1 Üsküdar Istanbul. The Company does not have any branch offices. As of 30.09.2023, the total number of personnel of the Company is 4.

II. INFORMATION ON THE COMPANY PORTFOLIO

Gözde Girişim Sermayesi is a publicly traded company established to invest in venture companies and projects with development potential and in need of resources and structuring.

Gözde Girişim Sermayesi aims to invest in non-food companies in need of financial and operational restructuring, promising relatively quick returns and high financial returns. The Company has adopted the principle of making efficient use of the strategic advantages, know-how and specialized resources

that Yıldız Holding has developed over many years. The current investment portfolio reflects this strategy. The financial assets included in the investment portfolio of Gözde Girişim Sermayesi as of

30.09.2023 and their share ratios are as follows;

		Place of		Share
		Establishment and			Field of Activity
			Ratio (%)
		Operation
Finance
Türkiye Finans Katılım Bankası A.Ş.		Turkey	10.57		Participation Banking
Kuveyt Türk Katılım Bankası A.Ş.		Turkey	<1		Participation Banking
Retail
Şok Marketler Ticaret A.Ş.		Turkey	23.66		Discount Markets
Flo Mağazacılık ve Pazarlama A.Ş.		Turkey	11.5		Footwear Retail
Manufacturing Industry
Makina Takım Endüstrisi A.Ş.		Turkey	14.6		Industry Products
FMCG
Azmüsebat Çelik Sanayi ve Ticaret A.Ş.		Turkey	97.61		Fast Moving Consumer Goods
Wholesale Trade
Penta Teknoloji Ürünleri Dağıtım Ticaret A.Ş.		Turkey	32.21		Distribution of Technological
		Products
Packaging
Polinas Plastik Sanayii ve Ticareti A.Ş.		Turkey	99.00		Packaging
Technology Investments
Gözde Tech Ventures Teknoloji Yatırımları A.Ş.		Turkey	100		Technology Investments
Fund Participation Shares
İstanbul Portföy Yıldız Serbest Özel Fon		Turkey				Free Umbrella Fund

MAJOR PORTFOLIO COMPANIES

FINANCE

Türkiye Finans Katılım Bankası A.Ş.

Türkiye Finans Katılım Bankası A.Ş. (TFKB) was established on 30 December 2005 as a result of the merger of Anadolu Finans and Family Finans. Gözde Girişim Sermayesi's share ratio in TFKB is 10.57%.

RETAIL

Şok Marketler Ticaret A.Ş.

Şok Marketler Ticaret A.Ş. (Şok Marketler) operates in the organized retailing sector and offers basic necessities right next to customers' homes and contributes to the household budget with cheap prices every day. With the approval of the CMB, Şok Marketler's IPO was carried out on 8-11 May 2018 at a base price of TRY 10,5 per share and started trading on the Istanbul Stock Exchange on 18 May 2018 and is considered to be a venture capital investment by the Company. Following the completion of the public offering process, the Company used "Level 1" in the fair value calculation of the related financial investment. Gözde Girişim Sermayesi's share ratio in Şok Marketler is 23.66%.

Flo Mağazacılık ve Pazarlama A.Ş.

With its experience in manufacturing and retailing, FLO Mağazacılık ve Pazarlama A.Ş. (FLO), the leader of Turkey's footwear retail sector, sells footwear and accessories through its brands such as FLO, Polaris, Kinetix and Lumberjack and its FLO, Polaris and SIS stores located throughout Turkey. Gözde Girişim Sermayesi's share ratio in FLO is 11.50%.

MANUFACTURING INDUSTRY

Makina Takım Endüstrisi A.Ş.

Makina Takım Endüstrisi A.Ş. (Makina Takım) was established in 1957 as Turkey's first cutting tool manufacturer. Makina Takım, one of the largest cutting tool manufacturers in Turkey, manufactures a wide range of products in drilling, threading, cutting and sawing product groups and has 30,000 different products in its portfolio. Makina Takım is publicly traded, and its shares have been traded on the BIST since February 1986. Gözde Girişim Sermayesi's direct shareholding in Makina Takım is 14.60%.

FAST MOVING CONSUMER GOODS (FMCG)

Azmüsebat Çelik Sanayi ve Ticaret A.Ş.

Azmüsebat Çelik Sanayi ve Ticaret A.Ş. (Azmüsebat), is the manufacturer of DERBY brand razor blades, one of the oldest and best-known brands in Turkey. In June 1996, Azmüsebat acquired the Derby razor factory, Turkey's only razor manufacturer, and started to produce razor blades in its Tuzla facilities in November 1997. Gözde Girişim Sermayesi's share ratio in Azmüsebat is 97.61%.

WHOLESALE TRADE

Penta Teknoloji Ürünleri Dağıtım Ticaret A.Ş.

Since the day it was founded, Penta Teknoloji Ürünleri Dağıtım Ticaret A.Ş. (Penta) has been working with the goal of making its business partners more efficient, profitable and competitive with its expertise in technology, operational efficiency, different financial solutions, strong distribution chain and IT infrastructure. As the distributor of over 40 technology brands in Turkey, Penta Teknoloji offers end-to- end solutions with over 9.000 active business partners and stands out with its value-added services and investments in digitalization. In 2011, Penta Teknoloji joined Yıldız Holding through a strategic partnership with Mersa Sistem, one of the leading names in the IT distribution sector; At the end of 2012, Penta Teknoloji merged with Mersa Sistem under the name Penta Teknoloji. The main brands for which Penta Teknoloji is a distributor are Acer, Adobe, ASUS, Autodesk, Corsair, DellEMC, Exper, HP, Huawei, IBM, Intel, Lenovo, Logitech, Microsoft, MSI, OKI, Sandisk, TP-Link, ViewSonic, Wacom, Western Digital, Xerox and Zyxel. Gözde Girişim Sermayesi's share ratio in Penta is 32.21%. With the approval of the CMB, Penta's IPO was carried out on 6-7 May 2021 at a base price of TRY 32 per share and started trading on the Istanbul Stock Exchange on 17 May 2021 and is considered as a venture capital investment by the Company, except for the shares acquired within the framework of price stability. Following the completion of the public offering process, the Company used "Level 1" in the fair value calculation of the related financial investment.

PACKAGING

Polinas Plastik Sanayii ve Ticareti A.Ş.

Founded in 1982 in Manisa as Turkey's first BOPP (Biaxially oriented polypropylene) film producer, Polinas Plastik Sanayii ve Ticaret A.Ş. (Polinas) is the leader and pioneer in the sector. Polinas, which has been serving in the "Flexible packaging sector" with BOPP films since its establishment and BOPET (biaxially-oriented polyethylene terephthalate) films after its investment in 2012, produces food and non- food flexible packaging films. Polinas also offers flexible packaging products such as metallized films, holographic films, security holograms, coated films with high barrier properties, and opening strips to the market by putting these films through secondary processing with its high-tech machines. It is the leader in Turkey and among the top 3 in Europe in this field. With the new production facilities added to its structure, Polinas has reached the position of producing and selling "food preservation and kitchen solutions" (food-type stretch films, garbage bags, aluminum foil, refrigerator bags, oven bags, etc.) in addition to "flexible packaging" films. Polinas offers these food preservation and kitchen solutions products to the market under the Sera brand name. Gözde Girişim Sermayesi's share ratio in Polinas is 99%.

TECHNOLOGY INVESTMENTS

Gözde Tech Ventures Teknoloji Yatırımları A.Ş.

Gözde Tech Ventures Teknoloji Yatırımları A.Ş. (Gözde Tech Ventures) aims to make profit by evaluating investment opportunities in the fields of innovation, digital and technology, which have gained great momentum in the global arena in recent years, by investing in technology-based startups at the early growth stage established in Turkey or abroad and by exiting startups that have reached the point of exit. The companies and participation rates of Gözde Tech Ventures are respectively Ember Lifesciences Inc. (0.24%), Ember Technologies Inc. (0.24%), Kolay Yazılım A.Ş. (3.89%) and Paragon Flavors, Inc. (1.08%). Gözde Girişim Sermayesi's share ratio in Gözde Tech Ventures is 100%.

1. SUMMARIZED FINANCIAL INDICATORS

BALANCE SHEET

	TRY			Unaudited			Audited
			30 September 2023			31 December 2022
Current Assets	118,701		58,497
Non-Current Assets	20,928,804,630		20,895,944,261
Total Assets	20,928,923,331		20,896,002,758
Current Liabilities	2,383,736,302		1,757,075,311
Non-Current Liabilities	250,585,445		250,467,480
Equity	18,294,601,584		18,888,459,967
Total Liabilities	20,928,923,331		20,896,002,758
INCOME STATEMENT
				Unaudited		Unaudited
	TRY		01 January -		01 January -
				30 September 2023		30 September 2022
Revenue	76,054,664	465,726
Cost of Sales (-)	(4,765,868)	--
	Gross Profit		71,288,796		465,726
General Administrative Expenses (-)	(116,024,013)	(59,389,268)
Other Operating Income	4,245,935,847	1,432,936,516
Other Operating Expenses (-)	(4,278,522,629)	(269,852)
	Operating Loss		(77,321,999)		1,373,743,122
Financial Income	640,788	--
Financial Expenses (-)	(517,177,172)	(328,834,925)
	Net profit/(loss) for the period		(593,858,383)		1,044,908,197
	Earnings/(Loss) Per Share		(1.54)		2.71

Sales during the 9-month interim accounting period ending on 30 September 2023:

The Company has sold its fund participation shares in Istanbul Portföy Yıldız Hedge Private Fund

amounting to TL 4,765,868 on March 16,2023.

Dividend income amounting to TRY 71,288,796 has been obtained from Flo Mağazacılık ve Paz.A.Ş., Kuveyt Türk Katılım Bankası A.Ş. and Şok Marketler Tic. A.Ş. within the period.

Sales during the 9-month interim accounting period ending on 30 September 2022:

None.

Dividend income amounting to TRY 465,726 has been obtained from Flo Mağazacılık ve Paz.A.Ş. and Kuveyt Türk Katılım Bankası A.Ş within the period.

Financial investments whose fair value differences have been reflected to the profit/loss:

	30 September 2023	31 December 2022
Financial investments at fair value through
profit or loss	20,786,603,358	20,816,778,663

Shares	30 September 2023	(%)	31 December 2022	(%)
Non publicly traded	10,567,283,957		13,624,576,095
Türkiye Finans Katılım Bankası A.Ş.	1,031,125,871	10.57	1,031,125,871	10.57
Flo Mağazacılık ve Paz. A.Ş.	2,092,555,338	11.50	2,092,555,338	11.50
Penta Teknoloji Ürünleri Dağ. Tic. A.Ş.(**)	2,609,371,297	27.04	5,661,441,803	27.04
Polinas Plastik Sanayii ve Tic. A.Ş.	3,450,634,546	99.00	3,450,634,546	99.00
Azmüsebat Çelik Sanayi ve Ticaret A.Ş.	1,259,320,259	97.61	1,259,320,259	97.61
Makina Takım Endüstrisi A.Ş.(***)	100,337,177	7.81	112,058,809	7.81
Gözde Tech Ventures Teknoloji Yatırımları
A.Ş.(****)	20,748,814	100.00	14,248,814	100.00
Kuveyt Türk Katılım Bankası A.Ş.	3,190,655	<1	3,190,655	<1
Publicly traded	8,757,115,289		5,104,823,759
Şok Marketler Tic. A.Ş. (*)	8,171,299,047	23.66	3,925,593,150	23.66
Makina Takım Endüstrisi A.Ş. (***)	87,183,603	6.79	97,368,603	6.79
Penta Teknoloji Ürünleri Dağ. Tic. A.Ş. (**)	498,632,639	5.17	1,081,862,006	5.17
Total shares	19,324,399,246		18,729,399,854
Other financial assets that are not traded on
the stock exchange / Fund participation share	30 September 2023	(%)	31 December 2022	(%)
İstanbul Portföy Yıldız Fund
Participation Shares (***)	1,462,204,112	-	2,087,378,809	-
Total	1,462,204,112		2,087,378,809
Total Financial investments at fair value
through profit or loss	20,786,603,358		20,816,778,663

1. Şok Marketler Tic. A.Ş. started to be traded on Borsa Istanbul as of May 18, 2018 and is seen as a venture capital investment by the Company. Following the completion of the public offering process, the Company used the "Level 1" valuation method in calculating the fair value of the related financial investment. As a result of the reduction of the Company's issued capital from TRY 611,928,571 to TRY 593,290,008 , the share rate in the Company's capital increased from 22.94% to 23.66%.

1. Penta Teknoloji Ürünleri Dağ. Tic. A.Ş. started to be traded on Borsa Istanbul as of May 17, 2021 and is seen as a venture capital investment by the Company, excluding the shares acquired within the framework of price stability transactions. The Company used the "Level 1" valuation method in calculating the fair value of the related financial investment following the completion of the public offering process.

1. The "Level 1" valuation method has been used in the fair value calculation of Makina Takım Endüstrisi A.Ş. shares starting from the first quarter financial statement period of 2022. The Company also used the "Level 1" valuation method in calculating the fair value of the Fund participation shares.

(****) With the resolution of the Company's Board of Directors dated March 1,2022, it has been decided to establish a new company named "Gözde Tech Ventures Teknoloji Yatırımları A.Ş." (Gözde Tech Ventures), in which our Company has 100% shareholding, with a capital of TRY 12,000,000. Gözde Tech Ventures aims to make a profit by investing in technology-based startups at the early growth stage established in Turkey or abroad by evaluating investment opportunities in the fields of innovation, digital and technology, which have gained great momentum in the global arena in recent years, and by exiting startups that have reached the point of exit. Gözde Tech Ventures' portfolio includes Ember Lifesciences Inc., Ember Technologies Inc., Paragon Flavors, Inc. and Kolay Yazılım A.Ş. shares. "Level 3" valuation method is used in calculating the fair value of Gözde Tech Ventures.

PORTFOLIO TABLE DATA

The information given below regarding the control of compliance with portfolio limitations, financial debt and total expense limit is summary information derived from the financial statements in accordance with the "Communiqué on Financial Reporting in Capital Markets" and has been prepared in accordance with the provisions of the "Communiqué on Principles Regarding Venture Capital Investment Trusts" numbered III-48.3 published in the Official Gazette dated 9 October 2013 and numbered 28790 regarding the control of compliance with portfolio limitations, financial debt and total expense limit.

	ADDITIONAL NOTE: PORTFOLIO LIMITATIONS, FINANCIAL DEBT AND TOTAL EXPENSE AMOUNTS
	Solo Financial Statement Main Account Items	Relevant Regulation in the		Current Period (TRY)	Previous Period (TRY)
	Communiqué		30.09.2023	31.12.2022
A	Money and Capital Market Instruments	Art.20/1 - (b)		2,048,065,538	3,266,609,418
B	Venture Capital Investments(*)	Art.20/1 - (a)		18,723,514,072	17,537,448,512
C	Subsidiaries in Portfolio Management Company and Consulting Comp	Art.20/1 - (d) and (e )		-	-
D	Other Assets			-	-
E	Total Assets	Art.3/1-(a)		20,928,923,331	20,896,002,758
F	Financial Liabilities	Art.29		2,289,056,843	1,715,128,345
G	Provisions, Contingent Assets and Liabilities (Pledging, Collateral	Art.20/2 - (a)		-	-
and Mortgages)
H	Shareholders Equity		-	593,858,383	18,888,459,967
I	Other Liabilities			-	-
E	Total Liabilities	Art.3/1-(a)		20,928,923,331	20,896,002,758
	Solo Financial Statement Other Account Items	Relevant Regulation in the		Current Period (TRY)	Previous Period (TRY)
	Communiqué		30.09.2023	31.12.2022
	Investment in Capital Market Instruments and Transactions
A1	1. Makina Takım Endüstrisi A.Ş.	Art.20/1 - (b)		2,048,020,354	3,266,609,418
2. İstanbul Portföy Yıldız Fund Participation Shares
	3. Penta Teknoloji Ürün.Dağ.Tic.A.Ş.
A2	TRY and Foreign Currency Time-Demand Deposits / Special Current-	Art.20/1 - (b)		45,184	-
Participation Account
B1	Collective Investment Institution Established Abroad	Art.21/3 - ( c )		-	-
B1-1	Companies Residing Abroad and Not Listed On The Stock Exchange			15,068,932	12,720,733
	and With A Potential For Development (**)
B2	Debt and Capital Financing	Art.21/3 - (f)		-	-
B3	Non-Exchange Shares of Publicly Traded Venture Companies	Art.21/3 - ( e )		100,337,177	112,058,809
B4	Special Purpose Company	Art.21/3 - (g)		-	-
C1	Participation in Portfolio Management Company	Art.20/1 - ( e)		-	-
C2	Participation in the Consulting Company	Art.20/1 - (d)		-	-
F1	Short-Term Loans	Art.29/1		-	-
F2	Long-Term Loans	Art.29/1		-	-
F3	Short-Term Borrowing Instruments	Art.29/1		-	-
F4	Long-Term Borrowing Instruments	Art.29/1		-	-
F5	Other Short Term Financial Liabilities	Art.29/1		2,039,056,843	1,465,128,345
F6	Other Long Term Financial Debts	Art.29/1		250,000,000	250,000,000
G1	Pledges	Art.20/2 - (a)		-	-
G2	Guarantees	Art.20/2 - (a)		-	-
G3	Mortgages	Art.20/2 - (a)		-	-
I	Outsourced Expenses	Art.26/1		111,554,166	87,806,514