Gozde Girisim Sermayesi Yatirim Ortakligi : 30.09.2023 Financial Report

GÖZDE GİRİŞİM SERMAYESİ

YATIRIM ORTAKLIĞI A.Ş.

SUMMARY FINANCIAL STATEMENTS FOR THE INTERIM PERIOD 1 JANUARY - 30 SEPTEMBER 2023

(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	6-42
NOTE 1	ORGANIZATION AND OPERATIONS OF THE COMPANY	6-7
NOTE 2	BASIS OF PRESENTATION OF FINANCIAL STATEMENTS	8-10
NOTE 3	MERGERS	10
NOTE 4	SEGMENT REPORTING	10
NOTE 5	CASH AND CASH EQUIVALENTS	10
NOTE 6	BALANCES AND TRANSACTIONS WITH RELATED PARTIES	11-16
NOTE 7	TRADE RECEIVABLES AND PAYABLES	16
NOTE 8	OTHER PAYABLES	16
NOTE 9	TANGIBLE ASSETS	17-18
NOTE 10	EMPLOYEE BENEFITS	17-18
NOTE 11 OTHER ASSETS AND LIABILITIES	19
NOTE 12	SHAREHOLDERS' EQUITY	19
NOTE 13	REVENUE AND COST OF SALES	20
NOTE 14	GENERAL ADMINISTRATIVE EXPENSES	21
NOTE 15	OTHER INCOME AND EXPENSES FROM OPERATING ACTIVITIES	21
NOTE 16	FINANCIAL INCOME AND EXPENSES	22
NOTE 17	EARNINGS PER SHARE	22
NOTE 18	PROVISIONS, CONTINGENT ASSETS AND LIABILITIES …………………………	22
NOTE 19	FINANCIAL INSTRUMENTS	23-27
NOTE 20	FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT	27-34
NOTE 21	FINANCIAL INSTRUMENTS (FAIR VALUE DISCLOSURES)	34-38
NOTE 22	EVENTS AFTER THE BALANCE SHEET DATE	39
NOTE 23	CONTROL OF COMPLIANCE WITH PORTFOLIO LIMITATIONS, FINANCIAL DEBT
	AND TOTAL EXPENSE LIMITS………………	39-42

GÖZDE GİRİŞİM SERMAYESİ YATIRIM ORTAKLIĞI A.Ş.

Balance sheets

at 30 September 2023 and 31 December 2022

(Amounts expressed in Turkish Lira ("TRY") unless otherwise stated.)

		Unaudited	Audited
		Current	Previous
		Period	Period
	Notes	30 September	31 December
	2023	2022
ASSETS
Current assets:
Cash and cash equivalents	5	45,184	-
Trade receivables		53,505	29,717
- Trade receivables from related parties	6,7	53,505	29,717
Other current assets	11	20,012	28,780
Total Current Assets		118,701	58,497
Non-Current Assets:
Financial investments	19	20,786,603,358	20,816,778,663
Tangible assets	9	111,362	93,396
Other non-current assets	11	142,089,910	79,072,202
Total Non-Current Assets		20,928,804,630	20,895,944,261
Total Assets		20,928,923,331	20,896,002,758

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

1

GÖZDE GİRİŞİM SERMAYESİ YATIRIM ORTAKLIĞI A.Ş.

Balance sheets

at 30 September 2023 and 31 December 2022

(Amounts expressed in Turkish Lira ("TRY") unless otherwise stated.)

		Unaudited	Audited
		Current	Previous
		Period	Period
	Notes	30 September	31 December
	2023	2022
LIABILITIES
Current Liabilities
Trade payables		336,264,089	286,585,322
- Trade payables to related parties	6,7	336,083,206	286,188,871
- Trade payables to non-related parties	7	180,883	396,451
Payables related to employee benefits	10	283,385	151,719
Other payables		2,039,056,843	1,465,128,345
- Other payables to related parties	6,8	2,039,056,843	1,465,128,345
Short-term provisions		534,567	278,920
- Short-term provisions for employee benefits	10	534,567	278,920
Other short-term liabilities	11	7,597,418	4,931,005
Total Current Liabilities		2,383,736,302	1,757,075,311
Non-Current Liabilities:
Other payables	8	250,000,000	250,000,000
- Other payables to related parties	6.8	250,000,000	250,000,000
Long-term provisions		585,445	467,480
- Long-term provisions for employment benefits	10	585,445	467,480
Total Non-Current Liabilities		250,585,445	250,467,480
Total Liabilities		2,634,321,747	2,007,542,791
Shareholders' Equity
Paid-in capital	12	385,000,000	385,000,000
Share premiums	12	197,944,862	197,944,862
Restricted reserves	12	4,357,694	4,357,694
Retained earnings		18,301,157,411	10,830,595,339
Net profit (loss) for the period		(593,858,383)	7,470,562,072
Total Equity		18,294,601,584	18,888,459,967
Total Liabilities		20,928,923,331	20,896,002,758

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 interim period 1 January - 30 September 2023 and 2022 (Amounts expressed in Turkish Lira ("TRY") unless otherwise stated.)

		Unaudited	Unaudited	Unaudited	Unaudited
		Current	Previous	Current	Previous
		Period	Period	Period	Period
		1 January-	1 January-	1 July -	1 July -
		30 September	30 September	30 September	30 September
	Notes	2023	2022	2023	2022
Revenue	13	76,054,664	465,726	70,994,114	-
Cost of sales (-)	13	(4,765,868)	-	-	-
Gross profit		71,288,796	465,726	70,994,114	-
General administrative expenses (-)	14	(116,024,013)	(59,389,268)	(45,247,285)	(20,305,338)
Other operating income	15	4,245,935,847	1,432,936,516	3,496,051,327	1,486,771,291
Other operating expenses (-)	15	(4,278,522,629)	(269,852)	306,351,837	(47,979,579)
Operating profit/(loss)		(77,321,999)	1,373,743,122	3,828,149,993	1,418,486,374
Financial income	16	640,788	-	168,663	-
Financial expenses (-)	16	(517,177,172)	(328,834,925)	(217,782,502)	(133,659,548)
Profit/(Loss) Before Tax		(593,858,383)	1,044,908,197	3,610,536,154	1,284,826,826
Tax Expense For The Period		-	-	-
-Current tax expense (-)		-	-	-	-
Net profit/(loss) for the period		(593,858,383)	1,044,908,197	3,610,536,154	1,284,826,826
Other comprehensive income		-	-	-	-
Total comprehensive income/(expense)	(593,858,383)	1,044,908,197	3,610,536,154	1,284,826,826
Earnings/(loss) per share	17	(1.54)	2.71	9.38	3.34

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

3

GÖZDE GİRİŞİM SERMAYESİ YATIRIM ORTAKLIĞI A.Ş.

Statements of changes in shareholders' equity

for the interim period 1 January - 30 September 2023 and 2022 (Amounts expressed in Turkish Lira ("TRY") unless otherwise stated.)

				Accumulated profit
		Share	Restricted	Net income/	Retained
	Paid in capital	premiums	reserves	(loss)	earnings	Total Equity
1 January 2022 balances as of date	385,000,000	197,944,862	4,357,694	7,454,091,011	3,376,504,328	11,417,897,895
Transfers	-	-	-	(7,454,091,011)	7,454,091,011	-
Total comprehensive income	-	-	-	1,044,908,197	-	1,044,908,197
30 September 2022 balances as of date	385,000,000	197,944,862	4,357,694	1,044,908,197	10,830,595,339	12,462,806,092

1 January 2023 balances as of date	385,000,000	197,944,862	4,357,694	7,470,562,072	10,830,595,339	18,888,459,967
Transfers	-	-	-	(7,470,562,072)	7,470,562,072	-
Total comprehensive expense	-	-	-	(593,858,383)	-	(593,858,383)
30 September 2023 balances as of date	385,000,000	197,944,862	4,357,694	(593,858,383)	18,301,157,411	18,294,601,584

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 interim period 1 January - 30 September 2023 and 2022 (Amounts expressed in Turkish Lira ("TRY") unless otherwise stated.)

		Unaudited		Unaudited
		Current		Previous
		Period		Period
		30 September		30 September
A. CASH FLOWS FROM OPERATING ACTIVITIES	Notes	2023	2022
Net profit/(loss)		(593,858,383)	1,044,908,197
Adjustments to reconciliation of net profit/(loss) for the period		477,567,074	(1,104,160,213)
-Depreciation and amortization	9	36,438	8,945
-Provisions for employee benefits	10	373,612	260,078
-Interest income	16	(640,788)	-
-Dividend income	13	(71,288,796)	(465,726)
-Interest expense	16	467,855,078	306,304,601
-Net fair value (gains)/losses of financial assets	15	31,909,436	(1,432,798,435)
-Adjustments for unrealized foreign currency exchange differences	16	49,322,094	22,530,324
Changes in working capital
-Changes in liabilities under employee benefits	10	131,666	368,339
-Decrease in trade payables to non-related parties	7	(215,568)	(747,827)
-Increase in trade payables to related parties	6	49,894,335	18,560,500
- Increase in other short-term liabilities	11	2,666,413	357,554
-Other decrease in working capital		(63,032,727)	(19,726,134)
Cash flows from operating activities		(126,847,190)	(60,439,584)
B. CASH FLOWS FROM INVESTING ACTIVITIES
-Dividend received	13	71,288,796	465,726
-Interest received	16	640,788	-
-Cash inflow and outflow due to share sale/purchase of affiliates
and/or business partners	19	(1,734,132)	(3,000,000)
-Cash outflows from the purchase of tangible and intangible assets	9	(54,404)	(89,536)
Cash flows from investing activities		70,141,048	(2,623,810)
C. CASH FLOWS FROM FINANCING ACTIVITIES
-(Decrease)/increase in other payables to related parties	19	573,928,498	526,380,363
-Interest paid	16	(517,177,172)	(312,896,191)
-Principal paid		-	(150,480,220)
Cash flows from financing activities		56,751,326	63,003,952
Net increase/(decrease) in cash and cash equivalents before the
effect of currency exchange differences (A+B+C)		45,184	(59,442)
D.THE EFFECT OF FOREIGN CURRENCY CONVERSION
DIFFERENCES ON CASH AND CASH EQUIVALENTS		-	-
Net increase/(decrease) in cash and cash equivalents		45,184	(59,442)
E. CASH AND CASH EQUIVALENTS AT THE BEGINNING
OF THE PERIOD		-	60,887
CASH AND CASH EQUIVALENTS AT THE END OF THE
PERIOD (A+B+C+D+E)		45,184	1,445

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 interim period 1 January - 30 September 2023

(Amounts expressed in Turkish Lira ("TRY") unless otherwise stated.)

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 30 September 2023 and 31 December 2022, the shareholders and partnership shares of the Company are as follows:

	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.

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GÖZDE GİRİŞİM SERMAYESİ YATIRIM ORTAKLIĞI A.Ş.

Notes to the financial statements

for the interim period 1 January - 30 September 2023

(Amounts expressed in Turkish Lira ("TRY") unless otherwise stated.)

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 2022: 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 30 September 2023, the capital of the company consists of 385,000,000 shares (31 December 2022: 385,000,000 shares). The nominal value of the shares is TRY 1 per share (31 December 2022: 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 30 September 2023, the total number of personnel of the Company is 4 people. (31 December 2022: 4 people).

Approval of Financial Statements

The financial statements have been approved by the Board of Directors and authorized to be published on 19 October 2023.

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 2022 except for new accounting standards applicable as of 1 January 2023. New accounting standards are disclosed at Note 2.2 and Note 2.3.

On January 20, 2022, the Public Oversight Authority made a statement on the Implementation of Financial Reporting in High Inflation Economies within the Scope of Turkish Financial Reporting Standards, Financial Reporting Standard for Large and Medium Sized Enterprises. Accordingly, it is stated that businesses applying TFRS do not need to make any adjustments in their financial statements for 2021 within the scope of TAS 29 - Financial Reporting in High Inflation Economies (''TAS 29''). As of the preparation date of these solo financial statements, no new disclosure has been made by POA within the scope of TAS 29, and no inflation adjustment has been made according to TAS 29 while preparing the solo financial statements dated 30 September 2023.

7

GÖZDE GİRİŞİM SERMAYESİ YATIRIM ORTAKLIĞI A.Ş.

Notes to the financial statements

for the interim period 1 January - 30 September 2023

(Amounts expressed in Turkish Lira ("TRY") unless otherwise stated.)

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
	(%)	and Operation	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 30 September 2023, the Company does not have any classification.

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