Pursuant to Presidential Decree numbered 9774 published in the Official Gazette dated 1 May 2025 and numbered 32887, significant amendments have been introduced to the threshold values used to determine which companies are subject to independent audit under Article 397 of the Turkish Commercial Code numbered 6102.

1. New Thresholds for Companies within the General Scope

In order for capital companies not subject to special regulations to be considered subject to independent audit, at least two of the following three criteria must be exceeded for two consecutive accounting periods. Pursuant to the Decree, the newly determined thresholds are as follows:

• Total assets: TRY 300 million (previously TRY 150 million)
• Annual net sales revenue: TRY 600 million (previously TRY 300 million)
• Number of employees: 150 (not amended)

2. Thresholds Applicable to Certain Special Status Companies

For companies listed in Annex (II), which are subject to the regulation and supervision of BTK, are managed and supervised by TMSF, or of which at least 50% of the capital is owned by municipalities, the updated thresholds are:

• Total assets: TRY 120 million (previously: TRY 60 million)
• Annual net sales revenue: TRY 150 million (previously: TRY 80 million)
• Number of employees: 100 (not amended)

3. Entry into Force and Implementation

The updated threshold values have entered into force to be applied for accounting periods beginning on or after 01.01.2025. Within this scope, whether companies are subject to independent audit in the 2025 and subsequent accounting periods shall be assessed based on these new thresholds.

Kind regards,

DT Law