Gozde Girisim Sermayesi Yatirim Ortakligi : 31.12.2023 Financial Report

GÖZDE GİRİŞİM SERMAYESİ YATIRIM ORTAKLIĞI A.Ş.

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 AND

INDEPENDENT AUDITOR'S REPORT

(Originally issued in Turkish)

CONVENIENCE TRANSLATION INTO ENGLISH OF

INDEPENDENT AUDITOR'S REPORT ORIGINALLY ISSUED IN TURKISH

INDEPENDENT AUDITOR'S REPORT

To the General Assembly of Gözde Girişim Sermayesi Yatırım Ortaklığı A.Ş.

A. Audit of the financial statements

1. Our opinion

We have audited the accompanying financial statements of Gözde Girişim Sermayesi Yatırım Ortaklığı A.Ş.

(the "Company") which comprise the statement of financial position as at 31 December 2023, the statement of profit or loss and other comprehensive income, the statement of changes in equity and the statement of cash flows for the year then ended and notes to the financial statements comprising a summary of significant accounting policies.

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as at 31 December 2023, and its financial performance and its cash flows for the year then ended in accordance with Turkish Financial Reporting Standards ("TFRS").

2.

Basis for opinion

Our audit was conducted in accordance with the Standards on Independent Auditing (the "SIA") that are part of Turkish Standards on Auditing adopted within the framework of the regulations of the Capital Markets Board and issued by the Public Oversight Accounting and Auditing Standards Authority (the

"POA"). Our responsibilities under these standards are further described in the "Auditor's Responsibilities for the Audit of the Financial Statements" section of our report. We hereby declare that we are independent of the Company in accordance with the Ethical Rules for Independent Auditors (including

Independence Standards) (the "Ethical Rules") the ethical requirements regarding independent audit in regulations issued by the POA; the regulations of the Capital Markets Board; and other relevant legislation are relevant to our audit of the financial statements. We have also fulfilled our other ethical responsibilities in accordance with the Ethical Rules and regulations. We believe that the audit evidence we have obtained during the independent audit provides a sufficient and appropriate basis for our opinion.

3.

Other information

The Company Management is responsible for the other information. The other information comprises ''Control Of Compliance With Portfolio Limitations, Financial Debt And Total Expense Limits'' and does not constitute a part of the financial statements and our auditor's report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement within this other information, we are required to report that fact. We have nothing to report in this regard.

PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş.

Kılıçali Paşa Mah. Meclis-i Mebusan Cad. No:8 İç Kapı No:301 Beyoğlu/İstanbul

T: [phone], F: [phone],www.pwc.com.tr Mersis Numaramız: 0-1460-0224-0500015

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. Key audit matters were addressed in the context of our independent audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key Audit Matters	How the key audit matter was addressed in the audit
Valuation of Financial Investments and Important Information Disclosed
The Company accounts for their financial investments at fair value after initial recognition. As of 31 December 2023, the financial investments are amounting to TRY 25,203 Million in the accompanying financial statements. The methods used in determining the fair values are explained in Note 21, and the fair value measurements of the financial investments determined by the discounted cash flow method are carried out by an independent valuation company holding license issued by the Capital Market Board of Turkey. The valuation of financial investments is considered as a key audit matter by us, since financial investments constitute a significant part of the Company's total assets and the valuation methods applied include important estimations and assumptions.	We have evaluated the qualifications, competencies and impartiality of the valuation experts appointed by the management. • The suitability of the valuation methods used by the valuation experts in the valuation reports of financial investments has been evaluated. • Among the audit procedures we apply is the examination of market data against the assumptions (real discount rate and growth rate) used by appraisers in valuation. For this valuation, valuation experts of another organization, which is included in the same audit network as our organization, were included in our work. • Due to the existence of high-level judgments used in the valuation report, as well as alternative estimations and valuation methods, we have evaluated whether the value assessed by the appraisers is within an acceptable range. • The market price of financial investments, whose fair value is determined by the market price method, has been verified. • The information contained in the financial statements and explanatory footnotes has been taken into account and inquired by us.

we have evaluated whether the value assessed by

Key Audit Matters	How the key audit matter was addressed in the audit
Application of TAS 29, "Financial Reporting in Hyperinflationary Economies"
The Company has applied TAS 29 "Financial reporting in hyperinflationary economies" ("TAS 29") in its financial statements as at and for the year ending 31 December 2023. TAS 29 requires financial statements to be restated at the current purchasing power at the end of the reporting period. Therefore, transactions in 2023 and non-monetary balances at the end of the period were restated to reflect the changes in the price index as of the balance sheet date, 31 December 2023. The application of TAS 29 has a pervasive and material impact on the financial statements. Considering the risk of inaccurate or incomplete data used in the application of TAS 29 and the additional associated audit effort, the application of TAS 29 has been identified as a key audit matter for our audit. Disclosures regarding the application of TAS 29 are provided in Note 2.2.	We performed the following auditing procedures in relation to the application of TAS 29: • Understanding and evaluating the process and controls related to the implementation of TAS 29 designed and implemented by management, • Verifying whether the determination of monetary and non-monetary items made by the management is in compliance with TAS 29, • Obtaining detailed lists of non-monetary items and testing the original entry dates and amounts on a sample basis, • Evaluating the calculation methods used by management and verifying whether they are consistently used consistently in all periods, • Verifying the general price index rates used in calculations with the coefficients obtained from the Consumer Price Index in Turkey published by the Turkish Statistical Institute, • Testing the mathematical accuracy of non-monetary items, income statement, and cash flow statement adjusted for inflation effects, • Evaluating the adequacy of disclosures related to the application of TAS 29 in the notes to the consolidated financial statements in accordance with TFRS, We had no material findings related to the application of TAS 29 as a result of these procedures

and testing the original entry dates and amounts

Evaluating the adequacy of disclosures related to

Responsibilities of management and those charged with governance for the financial statements

The Company management is responsible for the preparation and fair presentation of the financial statements in accordance with TFRS, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

6.

Auditor's responsibilities for the audit of the financial statements

Responsibilities of independent auditors in an independent audit are as follows:

Our aim is to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an independent auditor's report that includes our opinion. Reasonable assurance expressed as a result of an independent audit conducted in accordance with SIA is a high level of assurance but does not guarantee that a material misstatement will always be detected. Misstatements can arise from fraud or error. Misstatements are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an independent audit conducted in accordance with SIA, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

·

Identify and assess the risks of material misstatement in the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• · Assess the internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.

• · Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• · Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that maya cast significant doubt on the Company's ability to continue as a going concern.

  If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our independent auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• · Evaluate the overall presentation, structure and content of the financial stateme<_nts2c_ including="" the="" _disclosures2c_="" and="" whether="" financial="" statements="" represent="" underlying="" transactions="" events="" in="" a="" manner="" that="" achieves="" fair="">

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence. We also communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards actions taken to eliminate threats or safeguards applied.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

• B. Other responsibilities arising from regulatory requirements

• 1. No matter has come to our attention that is significant according to subparagraph 4 of Article 402 of

  Turkish Commercial Code ("TCC") No. 6102 and that causes us to believe that the Company's bookkeeping activities concerning the period from 1 January to 31 December 2023 period are not in compliance with the TCC and provisions of the Company's articles of association related to financial reporting.

• 2. In accordance with subparagraph 4 of Article 402 of the TCC, the Board of Directors submitted the necessary explanations to us and provided the documents required within the context of our audit.

• 3. In accordance with subparagraph 4 of Article 398 of the TCC, the auditor's report on the early risk identification system and committee was submitted to the Company's Board of Directors on

  27 March 2024.

PwC Bağımsız Denetim ve

Serbest Muhasebeci Mali Müşavirlik A.Ş.

Mert Tüten, SMMM

Independent Auditor

Istanbul, 27 March 2024

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 ............................................	8-15
NOTE 3	MERGERS ................................................................................................................................	15
NOTE 4	SEGMENT REPORTING .........................................................................................................	15
NOTE 5	CASH AND CASH EQUIVALENTS .......................................................................................	15
NOTE 6	BALANCES AND TRANSACTIONS WITH RELATED PARTIES ......................................	16-21
NOTE 7	TRADE RECEIVABLES AND PAYABLES ...........................................................................	21
NOTE 8	OTHER PAYABLES ................................................................................................................	21
NOTE 9	TANGIBLE ASSETS ................................................................................................................	22
NOTE 10	EMPLOYEE BENEFITS ..........................................................................................................	22-23
NOTE 11	OTHER ASSETS AND LIABILITIES .....................................................................................	24
NOTE 12	SHAREHOLDERS' EQUITY ...................................................................................................	24-25
NOTE 13	REVENUE AND COST OF SALES .........................................................................................	26
NOTE 14	GENERAL ADMINISTRATIVE EXPENSES .........................................................................	26-27
NOTE 15	OTHER INCOME AND EXPENSES FROM OPERATING ACTIVITIES ............................	27-28
NOTE 16	FINANCIAL INCOME AND EXPENSES ...............................................................................	28
NOTE 17	EARNINGS PER SHARE .........................................................................................................	28
NOTE 18	PROVISIONS, CONTINGENT ASSETS AND LIABILITIES ………………………… ... ....	28
NOTE 19	FINANCIAL INSTRUMENTS .................................................................................................	29-33
NOTE 20	FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT .........................	34-40
NOTE 21	FINANCIAL INSTRUMENTS (FAIR VALUE DISCLOSURES) ..........................................	40-44
NOTE 22	EVENTS AFTER THE BALANCE SHEET DATE .................................................................	45
NOTE 23	CONTROL OF COMPLIANCE WITH PORTFOLIO LIMITATIONS, FINANCIAL DEBT
AND TOTAL EXPENSE LIMITS ……………….....................................................................	45-48

Audi ted	Audi ted
Current	Previ ous
Period	Period
Note	31 December 2023	31 December 2022
ASSETS
Current assets:
Cash and cash equivalents	5	44,394	-
Trade receivables	33,210	48,965
- Trade receivables from related parties	6,7	33,210	48,965
Other current assets	11	75,157	47,422
Total Current Assets	152,761	96,387
Non-Current Assets:
Financial investments	19	25,203,836,721	34,300,413,763
Tangible assets	9	159,213	178,052
Other non-current assets	11	197,740,379	130,289,575
Total Non-Current Assets	25,401,736,313	34,430,881,390
Total Assets	25,401,889,074	34,430,977,777

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

Audi ted	Audi ted
Current	Previ ous
Period	Period
Note	31 December 2023	31 December 2022
LIABILITIES
Current Liabilities
Trade payables	142,505,055	472,215,000
- Trade payables to related parties	6,7	142,243,860	471,561,756
- Trade payables to non-related parties	7	261,195	653,244
Payables related to employee benefits	10	160,272	153,049
Other payables	2,680,253,090	2,414,134,735
- Other payables to related parties	6,8	2,680,253,090	2,414,134,735
Short-term provisions	530,045	459,585
- Short-term provisions for employee benefits	10	530,045	459,585
Other short-term liabilities	11	10,564,464	8,221,903
Total Current Liabilities	2,834,012,926	2,895,184,272
Non-Current Liabilities:
Other payables	8	250,000,000	411,932,297
- Other payables to related parties	6.8	250,000,000	411,932,297
Long-term provisions	641,038	770,280
- Long-term provisions for employment benefits	10	641,038	770,280
Total Non-Current Liabilities	250,641,038	412,702,577
Total Liabilities	3,084,653,964	3,307,886,849
Shareholders' Equity
Paid-in capital	12	385,000,000	385,000,000
Share Capital Adjustment Differences	2,907,027,486	2,907,027,486
Share premiums	12	1,964,825,395	1,964,825,395
Restricted reserves	12	36,541,450	36,541,450
Retained earnings	25,829,696,597	25,611,632,010
Net profit (loss) for the period	(8,805,855,818)	218,064,587
Total Equity	22,317,235,110	31,123,090,928
Total Liabilities	25,401,889,074	34,430,977,777

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