Mavi Annual Report
Mavi Annual Report
Mavi Annual Report
REPORT
2021
ANNUAL
REPORT
2021
INDEX
01 05
KEY FINANCIAL METRICS 2021 3 CORPORATE GOVERNANCE
5.1 Declaration of Compliance with 177
02 Corporate Governance Principles
3.1 About Mavi 20 5.5 Internal Control System and Internal Audit 196
3.2 Sustainable Growth Strategy 22 5.6 Board of Directors' Discussion and Analysis 197
3.4 Diversified and Reliable Sourcing Model 29 5.8 Responsibility Statement 201
3.5 Multi-Channel Execution with Retail, 31 5.9 Related Party Transactions Report 203
3.6 Market Positioning and Brand Investment 37 Report and Information Form
04 06
INDEPENDENT AUDITORS REPORT 229
MAVİ’S SUSTAINABILITY EVOLUTION
& CONSOLIDATED FINANCIAL
4.1 Strategy: Mavi All Blue. All Better. For All. 54 STATEMENTS
4.2 Sustainability Goals 64
4.3 Sustainability Management 68 07
4.4 Material Sustainability Issues 69 GENERAL ASSEMBLY
4.5 People - Better. Empower 77 7.1 Agenda of the Ordinary General Assembly 373
4.6 Planet - Better. Protect 101 7.2 Dividend Distribution Policy 375
4.7 Denim - Better. Transform 117 7.3 Dividend Distribution Proposal 376
4.8 Community - Better. Mobilize 137 7.4 Dividend Distribution Table 377
4.9 Sustainability Journey 142
4.10 Performance Indicators, GRI Content 147
and Other Indexes
(93%)
108 8 423
TURKEY EUROPE
Retail stores: 327 Retail stores: 1
Average store size (sqm): 500 Wholesale doors: ~800
Franchise stores: 68 HQ: 1 Wholesale
Wholesale doors: ~500 Showroom: 10 1.2 billion TL
HQ and showroom: 1 Warehouse: (3rd party) 72%Growth
Warehouse: (3rd party) Employees: 62
Employees: 4,758
Retail
2.8 billion TL
102% Growth E-com
USA CANADA 596 million TL
Wholesale doors: ~1,200 Retail stores: 4 95% Growth
HQ: 1 Wholesale doors: ~1,000
Showroom: 3 HQ: 1
Warehouse: 1 Showroom: 3
Employees: 71 Warehouse: 1
Employees: 74 2021 Consolidated Channel Revenue
2021 Consolidated Channel Growth
Global Turkey
4.6 81% 19% REVENUE (million TL) 327 retail, 68 franchise stores
~500 wholesale doors
Billion TL Turkey International
revenue revenue revenue
7 net store openings
(18%) 94% 8 retail store expansion
34 456 ~4,500
Countries Mono-brand Points of 164k sqm total selling space, average
stores sale 501 sqm per store
2,365 1,936 3,753
2019 2020 2021 35% women, 65% men
7 102% 41% denim, 59% lifestyle
Net new store Retail revenue Wholesale (TL-value)
openings growth 591 million TL
59% Growth
8.1m customers
4.6m active for the last two years
95% 13% E-com
421 million TL
E-com revenue E-com 104% Growth Turkey's leading jeans brand with a
growth share in sales
market share of ~20%1
Retail
2.7 billion TL
102% Growth
Among top four brands in women's
5,111 and men's apparel market
Employees
~80% 120+
Local Global 2021 TR Channel Revenue
sourcing suppliers 2021 TR Channel Growth 1According to IPSOS data, 14+ age
THE CEO We made significant progress toward integrating sustainability into our corporate culture,
vision, business practices, products, and growth targets, in line with our All Blue strategy
focused on People, Planet, Community, and Denim. Driven by our brand values and
corporate culture, we believe that a better world is possible with a better Mavi, and we
take responsibility for sustainability and continue to innovate. With our commitment “All
Blue. All Better. For All.”, we strive to do better every day and work for a better future for all.
We built our strategy, which supports the United Nations Sustainable Development Goals
and the United Nations Global Compact (UNGC), on four pillars: Better.Empower, Better.
Protect, Better.Transform, and Better.Mobilize. We recently published our first sustainability
report and shared our long-term sustainability goals. Accordingly, we aim for all our denim
collections to consist of environment-friendly All Blue products by 2030 and commit to
being a climate-positive company by 2050. Having a fully inclusive and responsible value
chain and driving impact-focused and measurable social change are also among our
primary goals. As of 2021, the All Blue collection already accounted for 9.7% of our revenues.
In addition to our CDP Climate reporting, for which we received a score of B, outperforming
the global industry average, we also submitted our first report to the CDP Water Security
and Forests Programs this year. Our successful efforts in these fields were recognized with
our inclusion in the Borsa Istanbul (BIST) Sustainability Index. As always, we will continue to
work with passion for a better Mavi and a better world.
As a people-oriented brand that looks to the future, we remain focused on our long-term
goals. Therefore, we will continue to prioritize efficiency in all our operations and increase
our market share by considering the changing customer behaviors. Our “All Blue. All Better.
For All.” strategy will form the foundation of our goal to start building a better future today.
I want to thank once again all the Mavi team and all our customers, suppliers, business
associates, and shareholders for accompanying us on this journey.
Mavi’s trusted brand image translates into high quality and strong pricing
power with products positioned between the upper end of the core
and the premium segments of the ready-to-wear market. Perfect Fit
philosophy guides Mavi in designing jeans that perfectly fit its customers’
lifestyles, body types, and quality expectations. Mavi ranks among the
world’s leading premium denim brands and stands apart as the preferred
lifestyle brand across female and male consumer segments.
In line with its global strategy, All Blue, built on sustainable growth through
quality, the company integrates sustainability into its corporate culture,
vision, products, and growth targets, believing that a better world is
possible with a better Mavi. A global team of 5,111 employees, whose
hearts beat with denim, works passionately to develop the world’s best
and most innovative jeans, driving Mavi to the future on a path focused
on people, planet, denim, and community.
Aspirational denim-centric lifestyle brand positioning, inspiring the customer, employees, Effective and leading communication strategy and best-in-class loyalty card
and business partners. management enhancing brand awareness.
Strong brand commitment to superior quality, the happiest Mavi customer, and Strong retail network in Turkey, international presence, and global e-commerce and
sustainability, maintaining the customer’s trust across all touchpoints, from product and omnichannel sales operations. Online experience in Turkey and international markets,
service approach to marketing and communications. digital strategy to drive growth.
Global Perfect Fit strategy and the right fit, right product, and right price approach to Elevating the shopping experience and adding value to the brand with new retail and
address different customer groups and maintain growth. Brand recognition, product digital concepts and sustainable materials.
strategy, quality, and innovation focus supporting the pricing and segment expansion
capabilities.
Strong and sustainable financial performance.
Updated consumer insights, market knowledge, and digital data enriching the
organizational structure that manages key product categories, innovation and Mavi All Blue strategy built on ‘sustainable growth through quality’ and incorporated
profitability from design to the customer. into the global brand culture, product structure, and company goals. Responsibility with
all employees for achieving sustainability goals with the ‘All Blue. All Better. For All.’
narrative.
Managing the quality and efficiency with a focus on sustainability and innovation as a
priority. Effective supply chain and flexible product planning, leveraging proximity to local
manufacturers. Experienced management team, fast and result-oriented organizational structure.
Corporate culture, focused on reaching common goals, embracing diversity, and
responding to change while earning the trust of the customers and business partners.
Innovative and creative collaborations differentiating the brand, communication and
market share driven by sustainable products and projects.
Monetary Value
26 ANNUAL REPORT 2021 27
3.4 DIVERSIFIED AND RELIABLE
SOURCING MODEL
As a denim-centric ready-to-wear company, Mavi does not engage directly in any
production activities. Mavi works with over 120 suppliers that manufacture at world
standards through its global purchasing network.
Mavi’s sales operations in Turkey consist of 73% retail, 16% wholesale, and 11% e-commerce.
(18%) 94%
421 104%
591
82
453 59%
207
E-Com 373
Wholesale 102%
1,829 1,356 2,740
Retail
The pandemic created a springboard effect on digitalization while driving online shopping Mavi’s international operations are focused on the United States, Canada, European
fast forward. Mavi’s revenues in owned e-commerce channels (including mavi.com and countries, with Germany as base, and Russia. The international distribution network includes
B2C marketplaces), with strong growth potential in global markets and in Turkey increased 61 mono-brand stores and mavi.com as well as wholesale and e-commerce business
by 95%. Mavi’s owned mavi.com e-commerce site in Turkey, the US, Canada, Germany and partners such as Bloomingdale’s, Nordstrom, Zappos.com, Amazon, Simons, David Jones,
Russia as well as B2C marketplaces accounted for 13% of total sales. With wholesale online and Zalando.com. These include 34 franchise stores and nearly 3500 multi-brand stores.
channels included, the online revenues’ share in total sales reached 15.6%. While capturing
this growth, Mavi also proceeded to make further investments to offer an even better user Other than the four main international markets, Mavi operates in the neighboring regions
experience and steadily enhance the online infrastructure. and has 20 mono-brand and 25 multi-brand franchise stores in 21 countries. The operations
in these countries, mainly in the Middle East, North Africa, Balkan and Caucasus countries,
Since its launch in 2013, mavi.com Turkey has grown by 104% year-on-year and accounted are managed as wholesale channels completely from the Istanbul head office.
for 11% of Turkish revenues in 2021 together with direct marketplace sales to the customers.
The number of mobile app users rose to 2.7 million, with sales via the app representing 43%
of the online channels. The mission of mavi.com, upgraded with a new face in 2022, is to
create a better and more convenient shopping experience for the customers. ~3,500 61 Online
doors in mono-brand channels’ share
Mavi’s move to the SAP system was completed in 2021, accelerating the development of 33 (24 own- in global
various omnichannel applications. countries operated, 35%*
37 franchise)
*Wholesale included
95% 13% 104% 11%
global global online sales online
consolidated consolidated growth in revenues’
online online Turkey share in
growth revenues’ total sales
share in total – Turkey
sales
28% 15%
E-com E-com
~1,200 Wholesale: Online wholesale Mono-brand Wholesale: Online wholesale
46%
wholesale Nordstrom, partners: 1% retail stores: 1 About You, partners: Karstadt
Wholesale
multi-brand Bloomingdale's, Stitchfix, Amazon, Retail Amazon, Otto, & Kaufhof,
doors Von Maur, Zappos, 15% ~800 Zalando Modepark Röther,
Patrick James, Nordstrom Wholesale wholesale Breuninger,
Tom James, E-com multi-brand doors Beutin, Sinn Leffers,
26%
Wholesale Scheels America mavi.com, Maratex, Retail
E-com 34heritage.com 69% Active, Peek &
Wholesale Cloppenburg
12%
18%
E-com 24%
E-com
Wholesale
Mono-brand Wholesale: Online wholesale Mono-brand Franchise retail 125 wholesale
retail stores: 4 Nordstrom, partners: retail stores: 19 stores: 17 multi-brand
Harry Rosen, Simons, Mark's doors
15%
Retail ~1,000 Simons, Ernest,
wholesale Mark’s Canada mavi.com
multi-brand and 64%
67% Retail
doors 34heritage.com
Wholesale
Customer data and product strategy are at the core of the brand’s communication
activities, supported by the loyalty program (Kartuş) of 8.1m members. The Kartuş loyalty
program, with approximately 4.6m members active for the last two years, is a card and
mobile app, with ~2.6m downloads and used extensively in retail transactions in Turkey.
Customer data derived largely from Mavi’s best-in-class loyalty program (Kartuş) since 2007
is at the core of the brand strategy. The loyalty card/program is used widely in shopping and
accounts for 75% of retail revenues, serving as an exceptional tool to provide the marketing
team with data and a deep understanding about Mavi customers.
Mavi makes effective use of CRM data to develop opportunities and advantages that
respond to customer expectations and needs, and runs personalized campaigns and
communications to drive customer frequency, basket size and lifetime value. Effective
CRM analyses guide brand and product strategy. Mavi leverages customer insights and
technology to create innovative products. CRM data offers significant advantage in the
new product development process by analyzing customer profiles and matching products
to identify potential areas.
~48% ~70%
of customers of new
under 35 customers
under 35
Leading denim brand with ~20% In the “Fortune 500” survey, Mavi Mavi is named “coolest Turkish Merit award in the internal According to Inbusiness 43rd among women-friendly
market share in 14+ segments, is ranked 147th among the largest brand” and “coolest jeans brand” communication management – Women’s Rise survey (in the companies and 26th among
ranking among top four women’s 500 enterprises in Turkey, and 1st in Turkey’s Cool Brands Survey PR category for the Women’s Day category of companies with women executive-friendly
and men’s apparel brands in Turkey among apparel, underwear, and (Marketing Türkiye). project “Our Name Your Name” at 1,000-10,000 employees) 2nd companies (Capital).
(IPSOS). sportswear brands (Fortune). the Felis Awards (Mediacat). among companies with
the highest number of senior
female executives,
7th in number of female
employees, 11th among
companies with the highest
number of midlevel female
managers.
2nd in the apparel - retail and Ranked among the top 3 Ranked among Turkey’s top 20 2nd among apparel brands 1st in the apparel retail category Gold award winner in the
textiles category among the menswear brands at The One most reputable brands according according to “Brands Setting the in the “Customer Experience” apparel category at the ACE
business world’s top 20 favorite Integrated Marketing Awards to “Turkey Reputation Index Standards” survey (Marketing survey and awards (Fast (Achievement in Customer
brands in “Turkey’s Most Admired (Marketing Türkiye). Survey” and among the top 10 in Türkiye). Company) . Excellence) Awards
Brands Survey” (Capital). men’s, women’s and kids’ apparel (Sikayetvar.com).
categories (Turkey Reputation
Academy).
Named Most Sustainable 2nd eco-sensitive sustainable 3rd in the apparel category 2nd in top-of-mind for Gen 2nd company to employ most Most admired brand in the casual
Collection at The Rivet Awards brand according to the according to the “Brands Y among apparel brands Gen Z among companies sportswear category at AYD
(Sourcing Journal). “Sustainable Fashion” survey .Adding Meaning to Life” survey according to “Generations’ with fewer than 10 thousand Turkey’s Number One Brands
(Marketing Türkiye). (Marketing Türkiye). Brand Choices” survey (Marketing employees according to Awards.
Türkiye). Inbusiness Gen Z Survey
(Inbusiness).
Serenay Sarıkaya in the female “The Best Celebrity Ad 4th womenswear brands in the 4th most successful brand in 3rd in the “Best Brand of the Year Silver medal in the casual
brand face category and Kıvanç Collaboration” award for “Mavi “My Brand” Survey (Z Raporu, digital transformation in the Using E-commerce” category at apparel category at the Social
Tatlıtuğ in the male brand face and Serenay Sarıkaya” at the Areda PR). fashion industry according to the the Webrazzi Awards. Media Awards Turkey Data
category at The One Integrated Mavi Elma Awards (Istanbul “Digital Brands of Turkey” survey Analytics Awards (Marketing
Marketing Awards (Marketing University School of Business). (Marketing Türkiye). Türkiye).
Türkiye).
All Blue.
All Better.
For All.
All Blue.
All Better.
For All.
COMMUNITY DENIM
Mavi's impact-driven transformative power · Quality first
· Denim innovation and partnerships
· Responsible raw material sourcing
ECOSYSTEM RESTORATION:
Mitigating the intense stress on nature and restoring the frail ecosystem is a key priority for
Mavi. Therefore, the company focuses on areas such as efficient use of water resources,
controlled use of chemicals, packaging and waste management, and biodiversity across the
supply chain. Accordingly, Mavi encourages making sustainable products that require less
water and recycling water in production processes. To protect the health of manufacturers
and consumers, and minimize environmental impact, Mavi strives to reduce the consumption
of chemicals and comply with the Zero Discharge of Hazardous Chemicals (ZDHC) criteria.
Furthermore, the company aims to use only FSC-certified (Forest Stewardship Council)
packaging, making sure that all packaging materials are recycled. Adopting the circular
economy approach to waste management, the company works to reintroduce the scraps
and other excess materials back into the system. Mavi also develops and launches projects
to raise social awareness about protecting biodiversity.
QUALITY FIRST:
Since the very beginning, Mavi has continued to meet customer expectations with the
right price-quality balance with its Perfect Fit philosophy guiding the company. Taking it
one step further, Mavi now aims to make quality and sustainable products accessible to all
its customers. As a result, the company helps consumers make better choices with its eco-
friendly All Blue collection.
DENIM INNOVATION:
Mavi believes that the best denim is sustainable denim and therefore, invests more in R&D
and product development. The All Blue sustainability approach is built on people, nature,
innovation, digitalization, and efficiency. All Blue, the eco-friendly collection with the same
name, is developed with innovative methods and produced with less water, less chemicals,
and less energy. Mavi continues to lead the industry with its All Blue collection, made with
recycled, upcycled and organic materials.
INNOVATION PARTNERSHIPS:
Partnerships play a key role in the industry’s sustainability transformation and driving
innovation. Accordingly, Mavi engages in innovative partnerships with various other brands,
designers, and universities to expand its positive impact and inspire the industry.
MONITORING TARGETS
Keeping employee satisfaction and Reducing Scope 1 + 2 GHG emissions 50% Sourcing 100% of the cotton used in denim Keeping the social return of social
engagement scores over 70% every year. by 2030. products from sustainable resources3 by 2030. investment programs at SROI>14 levels.
Increasing female manager ratio to 50% and Reducing Scope 3 GHG emissions from Increasing the revenues of innovative Allocating 1% of EBITDA for social
maintaining this balance by 2023. purchased goods and services by 20% products in the sustainable All Blue collection investments from 2025 onward.
by 2030. by 20% year on year through R&D activities
Ensuring compliance of all main suppliers and partnerships. Reaching 1 million people every year
and their subcontractors with the Global Becoming a carbon neutral company through sustainability awareness projects.
Purchasing Principles and Supplier Code of by 2040.
Conduct by 2025.
Continuing to procure all electricity for Mavi
Achieving 100% traceability in the supply operations from renewable sources by 2030.
chain by 2030.
Conducting environmental audits at all
critical suppliers and wet process
sub-manufacturers by 2025.
1 ZDHC MRSL compliance: Zero Discharge of Hazardous Chemicals-ZDHC Manufacturing Restricted Substances List-MRSL 3 Sustainable materials: Organic, recycled, Better Cotton, etc.
2 FSC: Forest Stewardship Council 4 SROI>1: Social return on investment (SROI) higher than investment.
BETTER.EMPOWER BETTER.TRANSFORM
BETTER.PROTECT BETTER.MOBILIZE
15% * 70% *
Less energy of products treated with
consumption laser and sustainable
washing processes
*In the manufacturing process with Mavi's strategic partners Erak and Tayeks
66 ANNUAL REPORT 2021 67
4.3 SUSTAINABILITY MANAGEMENT (SBTi) to reduce its greenhouse gas emissions. Once the emission reduction targets that
Mavi sets are verified by SBTi, they will be disclosed publicly.
A Sustainability Committee functions under the Mavi Board of Directors to ensure that In 2022, Mavi was included in the Borsa Istanbul Sustainability Index in recognition of its
sustainability management is carried out in integration with the company’s business sustainability performance. At the time it was included in the Sustainability Index, whose
strategy and objectives. The Committee, headed by the CEO, has formed six working groups constituents are companies with high corporate sustainability performance and that are
– Employees, Corporate Governance and Risk, Environment, Supply Chain, Sustainable traded on Borsa Istanbul, Mavi was the only apparel brand listed in the index.
Products and R&D, Customer and Digitalization – to report to the leadership team. Over 60
people work in the six working groups. Each working group follows a roadmap to assist in
determining and realizing Mavi’s sustainability goals. As of 2021, these groups proceed along
their roadmaps, regularly updating their actions in line with the changes in the company’s
future plans and global developments.
4.4 MATERIAL ISSUES
For more information on the Mavi Sustainability Committee, its Duties and Working Principles, The material issues for sustainability were identified based on a stakeholder analysis in
please click here. accordance with the AA1000 Stakeholder Engagement Standard. These analyses involved
obtaining the opinions of various internal and external stakeholders, including Mavi employees
Board of Directors and franchisees, analysts, investors, financial institutions, business partners, and suppliers.
In addition to one-on-one meetings with senior management, focus group studies were
Committee Head (CEO)
used for the franchisees to share their opinions while the other stakeholders were asked to
Sustainability Committee respond to an online questionnaire. The external trends included the global risks published
by the World Economic Forum (WEF), the industry-specific material issues prepared by the
Working Groups
Sustainability Accounting Standards Board (SASB), Sustainable Development Goals (SDGs),
and the priorities of other leading companies in the industry.
Corporate Supply Sustainable
Customer and In the process, SASB’s materiality analysis methodology, which enables addressing each
Employees Governance Environment Chain Products
Digitalization
and Risk and R&D issue in terms of different impacts and opportunities, was used. As a result of this analysis,
the material issues were categorized as medium, high, and very high priority. Then, the
sustainability team started working on the six main topics.
As a company that aspires to lead the industry’s sustainability transformation, Mavi
recognizes the importance of participating in the international sustainability platforms.
Therefore, Mavi has become a signatory of United Nations Global Compact (UNGC), the Stakeholder Group Stakeholders Methods
world’s largest corporate sustainability initiative. With this signature, Mavi has declared its Direct economic impact Senior Management Online surveys
commitment to aligning its strategies, ways of doing business, and operations with the ten Employees One-to-one meetings
UNGC principles on human rights, labor, environment, and anti-corruption. Mavi is also a Suppliers Focus group study
signatory of the United Nations Women’s Empowerment Principles (WEPs) and a member Franchisees
Business Partners
of the 30% Club, confirming its concrete support of gender equality. As the first Turkish Investors
apparel brand to disclose its carbon footprint transparently, Mavi submitted its report to Customers
the Climate Change Program, run by CDP (Carbon Disclosure Project), and received a
score of B in environmental performance and A- in the Supplier Engagement Rating (SER). Indirect economic impact Analysts Online surveys
Financial Institutions Literature reviews
Marking another first in the Turkish apparel industry, the company has signed the CEO Media
Water Mandate, a UNGC initiative, to support the global effort to find sustainable solutions NGOs
to the water issue. Furthermore, the company has joined the Climate Ambition Accelerator,
New opportunity, knowledge, Universities Online surveys
a program led by the UNGC, aiming to achieve progress toward setting science-based
and approach drivers Literature reviews
emission targets. Mavi has also taken action to work with the Science Based Targets initiative
68 ANNUAL REPORT 2021 69
MATERIALITY MATRIX
Importance for
stakeholders Medium Priority High Priority Very High Priority
Importance
for Mavi
High High
Priority Priority
Business ethics Relations with stakeholders Corporate
are managed based on Governance –
fairness, transparency, Business Ethics
Supply chain ESG performance of the Better.Empower – responsibility, and
management suppliers is audited and Inclusive Business accountability principles
monitored and steps are Model and in line with Mavi’s ethical
taken to improve their Responsible Value business approach of
performance. Chain compliance with local and
international legislation.
The human resources approach is built on Mavi’s People and Its Principles.
Mavi provides a work environment where human rights are respected
in conformity with the Universal Declaration of Human Rights, United
Nations Global Compact (UNGC), UN Convention on the Rights of the
Child, International Labor Organization (ILO) conventions, Organization
for Economic and Development Cooperation (OECD) Guidelines for
Multinational Enterprises, the UN Guiding Principles on Business and
Human Rights, and applicable laws.
Mavi extends its gender equality approach to the career development and remuneration Employees by Gender Managers by Gender
of all the employees, with performance being the only factor to affect differences in
remuneration. Base salaries and compensation packages are reviewed regularly to ensure %42 42% 51%
remuneration is not gender-biased. Accordingly, the gender wage ratio in 2021 was 4% in 58%
favor of women among store employees and 6% among head office employees (excluding 49%
the CEO).
Women Men Women Men
Gender Equality
As part of its sustainability efforts, Mavi remained focused on women’s empowerment and
became a signatory of the United Nations Women’s Empowerment Principles (WEPs) in early
2021. Mavi also joined the 30% Club, a global platform that takes action to increase gender
diversity at board and senior management levels. Mavi promotes the active participation
of men in addressing all kinds of challenges and biases that cause gender-based
discrimination. To serve this purpose, Mavi is a member of the Yanındayız Association, whose
80 ANNUAL REPORT 2021 81
TALENT MANAGEMENT Attracting and Retaining Talent
Mavi aims to acquire young talent through an effectively planned talent attraction and
Mavi strives to attract and hire the talent required for sustainable corporate success. The recruitment process. For this purpose, the company works in close collaboration with
company also aims to tap into the talent within the organization, help them unlock their universities and student associations and organizes a range of effective activities such
potential, retain them and train the leaders of the future. as projects, internships, interview simulations, and case studies. Mavi actively participates
in career day events on digital platforms, which bring together universities from various
The Human Resources Policy and practices are designed to support Mavi's strategic goals provinces across Turkey. Taking part in these platforms allows Mavi to communicate with the
and the performance needed for sustainable growth. All the investment made in human students to advise them about career and job opportunities and introduce the company’s
resources aims to reinforce Mavi’s objective to become the employer of choice. Mavi’s most retail units and business practices. In 2021, the company participated in more than 60 events
important asset is its human resource. Therefore, ensuring that the employees work with on digital platforms, reaching 100+ universities and more than 8,000 students in Turkey and
high effectiveness and efficiency, and achieve ultimate satisfaction, loyalty and motivation, engaging with over 60 thousand. The company also provided training programs on interview
are among the key corporate objectives. tips and communication for more than 1,000 students and held interview simulations with
160 students.
The Mavi Competency Model, introduced within the framework of talent management,
defines the competencies and skills needed to drive the company further. This model also The employees’ career development is supported through an internal job application
defines the personality and behavioral traits that the employees need to display to become system, which prioritizes in-house applications. All vacancies at Mavi are announced on
the leaders that will support the company’s vision. the intranet, which allows the company to give the employees a chance to move between
departments and/or stores and the head office. In 2021, 17 store employees moved to head
office positions and 436 received internal promotions while seven head office employees
changed departments. Mavi also has an International Assignment Program for employees
who intend to continue their careers in another country. With this program, Mavi aims to
transfer the important knowledge of the head office employees to different cultures to build
a wealth of experience and support their career development in the international arena.
Since 2016, six employees have benefited from this program and found the opportunity to
work for Mavi’s international operations.
The Employee Referral Program was introduced in Germany, enabling Mavi employees to
refer candidates to vacant positions. One third of the employees hired by Mavi Europe in
2021 were acquired through this program.
All the complaints and feedback received from the employees are carefully considered. Some
issues communicated through the Ethics Line concern human and employee rights, while
some are related to human resources practices. Certain measures have been introduced
to resolve these issues with a sustainable approach. Meetings were organized at regular
intervals to prevent ethics violations complaints that may be reported by the stores and
enable the store managers to be better informed about the issues communicated to the
Ethics Line.
Sales Executive Monthly sales commissions are an integral part of Mavi’s compensation system, which
rewards the store employees’ commitment to certain criteria, including customer satisfaction
(Happiest Mavi Customer), product reviews, store coordination, new customer acquisitions,
Store Manager
and sales results.
Assistant Store Manager The objective of bonus payments is to improve the efficiency of the executives to reach
the corporate targets, ensure the sustainability of performance, distinguish successful
executives by emphasizing individual performance, and reward the executives who create
Maviolog added value for the company. Bonuses are paid if the EBITDA target set for the calendar
year and approved by the Board of Directors is exceeded and in proportion to the extent
Sales Representative that individual executives meet their own KPIs. Some of the top executive level KPIs include
net indebtedness, opex management, inventory turnover, sell-through and mark-down
ratios, new customer acquisition, new store ROI and ramp-up management, and capex
Total Compensation management.
Mavi continuously strives to improve the compensation and benefits offered to encourage Long-term Incentives
the employees’ positive performance and ensure their satisfaction and loyalty.
The Board of Directors may grant executives with administrative responsibilities a
Total Remuneration and Benefits performance-based long-term incentive by taking into account the net profit and share
price targets set for a period of three years (“Incentive Period”) in accordance with the
Mavi supports its employees with competitive remuneration and benefits that reward high principles defined by the Board itself. Mavi announced its short, medium and long-term
performance. At Mavi, remunerations are aligned with the company’s ethical values, internal ESG targets in 2021. These targets are integrated into the performance criteria of the long-
balances, and strategic goals while making sure that the employees are compensated in term incentive allowances of all senior management positions.
accordance with the highest standards and for their performance and the value that they
create. Mavi aims to ensure that a remuneration policy of similar pay for equal work is applied
and individual differences are based on performance. Therefore, different remunerations
84 ANNUAL REPORT 2021 85
EMPLOYEE DEVELOPMENT
Mavi’s brand identity as an industry leader is driven by its strong human resource, which
continually helps the company move forward and keeps pace with change and innovations.
Accordingly, the employees are offered various learning and development opportunities to
improve their skills throughout their careers.
The company’s approach to in-house training has evolved from basic to personalized and
targeted training programs. The requirements for training and development programs are
identified according to the performance system results and by conducting needs analyses via
one-to-one interviews with all department managers. Accordingly, individual development
plans consisting of professional, technical, and personal development training modules are
designed for all employees in line with the Mavi Competency Model. The employees are
provided with opportunities to attend conferences, seminars, and summits on a range of
subjects in Turkey and abroad. In addition, the employees are also offered foreign language
support.
Various tools are developed to leverage digital resources in training programs. In this context,
the company compiled a Digital Training Library, created video training programs, and
designed online Manager Development Programs. In 2021, total training time was nearly
114,000 hours, with an average of 22.2 hours of training per employee.
Training time
by employee
22.2
14.5
13.9
Mavi offers training opportunities to the head office employees for their professional, A mentoring program has been launched to build on Mavi’s corporate culture and pass
technical, and personal development and support them with classroom trainings, while on knowledge and experiences to new generation employees. The program provides
planning and encouraging their participation in events such as summits, seminars, and personal and professional development opportunities through interaction between the
conferences. The training programs are designed for individual development based on mentor and mentee. In 2021, 15 mentees and 12 mentors actively participated in the
basic and functional competencies to help the participants understand the behaviors program.
expected of the employee, display the behaviors required for the role and prepare for the
next role. In 2021, 451 head office employees took 11,392 person x hours of training. Sustainability Training Programs
Furthermore, onboarding programs are delivered to help the newly recruited employees During employee onboarding, Mavi provides information on its ESG policies. The
become familiar with corporate culture, the company’s operations, organizational employees are informed about the content of the policies and where they can find them.
structure, and practices so that they can adapt more easily to their new responsibilities. As part of the Environmental Management System, the company also communicates the
environmental criteria that the employees should observe in the working environment.
A Development Handbook is provided for all competency levels defined in the Mavi
Competency Model, which includes developmental activities that the employees can In 2021, a group of 120 people, including senior management, the Sustainability Committee,
apply at work and in their free time. This handbook promotes behavioral change through and volunteers, took a 10-week sustainability training provided by Boğaziçi University
activities that support various aspects in both professional and personal life. Lifelong Education Center. The training, which consisted of 10 modules, covered topics
such as the basics of sustainability, system transformation, integrated approach and ESG
The sales teams are also supported with the Turkey Sales Group Development Center App, management, innovation, intrapreneurship, volunteering, and inclusivity and diversity.
Regional Manager Development Program, and “Haydi Sahaya” ("To the Field") programs Mavi aims for more employees to benefit from the trainings in the times to come.
to encourage head office employees to visit the stores.
Technology and Product Development Training Program
Leadership Development Model with the MaviKampüs program
Mavi partnered with Marmara University and launched the Technology and Product
The MaviKampus program was launched in 2016 to support the personal and professional Development Training Program to enhance the technical knowledge of the design and
development of the managers that will drive Mavi’s strategic goals further. In 2021, this product development teams. 72 people participated in the Sustainable Fibers and Textile
program, carried out in partnership with Koç University, expanded with the retail expertise Applications module, 45 people in the Antimicrobial Fibers and Textile Applications module,
of Sabancı University and Harvard Business Review’s digital subscription. The program, and 47 people in the Microcapsule Based Textile Surfaces module. Furthermore, a training
featuring a modular structure to accommodate digital learning methodologies, is based program consisting of five modules – Brazilian Fashion, Ecological Printing Technique
on Mavi’s leadership development model and strategic priorities. The program, delivered and Application Stages, Sustainable Fashion Design, Biomimicry, and Sustainability in
as a 12-day classroom training, aims to equip the participants with knowledge, skills, Textiles – was introduced in collaboration the Department of Fashion and Textile Design
and experience to become market-driven leaders with global awareness and social at Eskişehir Technical University.
responsibility in an evolving and developing world, able to make informed decisions for
strategic targets. In 2021, 26 employees participated in the program. In-house Trainer Development Program
Go Mavi Culture
As part of Go Mavi culture, which aims for continuous progress and development, Mavi
creates various working and project groups with the employees and organizes extensive
monthly, annual, and seasonal meetings to encourage employee participation in
management.
• MassMavi meetings: Open to all head office employees, these meetings provide a
platform for departments to share their monthly business plans.
• Management Forum meetings: The company’s activities over the previous six months
are presented at these biannual meetings, open to all head office employees.
• Marketing Direction meetings: These are seasonal meetings where brand
strategy and priorities are evaluated together with customer, market, product,
and competition analyses and results are shared with the management teams,
particularly the sales and category departments.
• GoMavi: This refers to the working/project groups that consist of a multidisciplinary
team with members from all functions within the company including mid-level and
senior managers in line with the GoMavi culture. These working groups convene at
the GoForward meeting held at the beginning of each year to determine Mavi’s
priorities and goals and continue to work in coordination with the teams to meet the
set targets.
• Field Strategy and Goal Meetings: Outdoor meetings for store managers and
assistant store managers. Through presentations by directors about the
company’s strategies, common goals are set and a common culture is built
across Mavi.
Even though many of the routine meetings with wide participation could not be held due
to COVID-19, the frequency of online MassMavi meetings increased to maintain continued
communication with the employees.
Mavi organizes a range of arts and sports activities to reinforce the sense of belonging
and team spirit among the colleagues and enhance their social life. The social clubs
Maviolog
HEALTHY AND SAFE WORK ENVIRONMENT
Mavi’s top priority is to create and provide a secure, healthy and peaceful workplace
The job of a Maviolog is to enhance the product knowledge of the teammates in the
that complies with environment and occupational health and safety. Therefore, activities
store where they serve, ensure every customer leaves the store with the right product
are designed to foster a culture of occupational health and safety (OHS) beyond legal
and combination, and create an excellent shopping experience for the customer. The
requirements and manage the process with a systematic and proactive approach. The
employees to serve as Maviologs are selected very carefully and trained specifically to
Occupational Health and Safety Committee is tasked with ensuring that occupational
provide customers with product and style advice in line with Mavi’s identity as a denim
health and safety practices are implemented. This committee manages OHS-related
specialist and fashion brand. Three apps in the concepts “What to Recommend Today,”
processes including regular review of the occupational health and safety practices,
“Grab and Go” and “Where Are We Going?” are used to reinforce theory with practice. As
recommends improvements and enhancements, and ensures regulatory compliance.
part of the program running since 2012, the number of Maviolog employees working at
The senior executive responsible for occupational health and safety is the Chief Human
Mavi stands at 208 as of year-end 2021.
Resources Officer (CHRO), who reports directly to the CEO.
Secret Customer Surveys and Field Development
Risk analyses are conducted and emergency action plans are made by OHS specialists
at the head office and stores, and preventive measures are implemented based on the
Secret customer surveys are conducted 12 times a year to assess the performance of the
findings. OHS performance is monitored regularly and no workplace fatality has occurred
field teams and the results are regularly monitored by the sales, marketing, training,
at Mavi with only some minor incidents reported.
92 ANNUAL REPORT 2021 93
Occupational Health and Safety 2019 2020 2021
Performance
* Injury rate is calculated using the formula (number of lost time accidents / annual total working hours) x 200,000.
** Lost day rate is calculated using the formula of (absenteeism due to injury / annual total working hours) x 200,000.
During the recruitment process, the candidates are asked to provide health information
and health reports confirming suitability for the job. A workplace physician and OHS
specialists are available to provide assistance to employees when needed. Employees in
management and higher positions are entitled to private health insurance at the time they
start their jobs while store managers, deputy managers, and assistant managers earn this
right six months into their jobs.
Training sessions are held to reinforce and raise occupational health and safety awareness.
Training content also includes information on specific occupational health issues such as
back pain, lumbar and neck disorders. In 2021, head office and store employees received a
total of 27,576 person x hours of OHS training, averaging 8 hours per person while employees
of the subcontractors took 736 person x hours of training. The training sessions are repeated
at regular intervals.
The audits were paused in 2021 due to the pandemic. On the other
hand, 100% of the new suppliers were assessed for social compliance
before starting production. All new suppliers and sub-manufacturers
are subjected to full documentation review and asked to provide
site photographs and documents in accordance with OHS practices
and Labor Law before they are approved for production. During the
audits, suppliers are regularly informed about the requirements of
Mavi’s corporate social compliance procedures, broken needle policy,
fire safety, follow-through actions and given feedback to improve their
ESG performance.
In international markets, Mavi only works with suppliers who are members
of programs such as Business Social Compliance Initiative (BSCI) and
Supplier Ethical Data Exchange (Sedex).
ERAK and TAYEKS are also included in the Higg Index, developed
by SAC (Sustainable Apparel Coalition), which provides the tools to
measure the sustainability performance of a company or product.
B
natural resources and restore the ecosystem. process to encourage the reduction of environmental impact of their production, designs
collections with innovative and sustainable products, and works to gradually increase the
The majority of the impact that the apparel industry share of these products in total sales revenues. In addition to making more investment in
has on the environment is created in the raw material CDP Climate renewable energy, Mavi also launches pioneering projects, such as the eco store with a
sourcing and textile production stages. However, the Change Program focus on energy efficiency. In 2022, Mavi was granted ISO 14001 Environmental Management
scale that the climate crisis, environmental pollution, System certification for its head office building in Turkey.
and biodiversity loss reached calls for all to take action, score
regardless of their operational capacities. Mavi takes Reducing Carbon Footprint
steps and develops projects and applications to
improve its environmental performance related to water,
waste, biodiversity, and in particular climate change.
15.2 million Mavi became the first Turkish apparel brand to disclose its carbon footprint transparently by
submitting its report to the Climate Change Program, run by CDP (Carbon Disclosure Project),
The company also complies with environmental laws TL investment the global disclosure system, and received a score of B in environmental performance.
and other applicable regulations and discloses its Based on the detailed analyses drawn from the report, the company also earned A- in
compliance efforts. the Supplier Engagement Rating (SER). This rating aims to enable companies to measure
5,968
the impact of their suppliers on climate change. In 2021, in Mavi’s second submission to
In its environmental investments and expenditures, Mavi the program, which is open to all publicly traded companies in Turkey and which stands
tonnes
aims for effective management of natural resources and out as one of the world’s most trusted scoring methodologies, the company outperformed
protection of biodiversity, with particular focus on the the global industry average in terms of both the CDP score and the SER rating. In 2021,
efforts to tackle climate change. In 2021, the company’s the company’s energy efficiency and renewable energy purchasing projects resulted in
investments for these purposes amounted to TL 15.2 CO2 eq. emisson eliminating 5,968 tonnes of CO2 eq. emissions per year.
million. reduction
In 2021, Scope 1 emissions, the greenhouse 2021 Greenhouse Gas Emissions
gas emissions from directly owned or by Category
controlled sources, such as fuel consumed by
Scope 1
vehicles or heating buildings, were measured 1.4%
as 2,465 tonnes of CO2 eq. Meanwhile, Scope 2
3.3%
Scope 2 greenhouse gas emissions from
the consumption of purchased electricity,
heating and cooling amounted to 5,570
tonnes of CO2 eq. (location based). The
other indirect greenhouse gas emissions
from employee transportation and business
trips, waste management, and purchased
goods are included in Scope 3. The Scope
3 emissions, which make up 95.3% of Mavi’s
total emissions, were measured as 162,898
Scope 3
tonnes of CO2 eq. 95.3%
102 ANNUAL REPORT 2021 103
Carbon Disclosure Project Mavi’s Scope 3 Emissions
In addition to the CDP Climate Change Program, Mavi also started responding to the
Water Security and Forests Programs in 2021. These programs will enable Mavi to focus on
water and raw material consumption across the supply chain and identify its risks in these
areas. The company also aims to engage in partnerships for mapping risks and reducing its 6.89%
environmental impact through increased efficiency in water and raw materials.
89.13%
Mavi is the first Turkish company to respond to the CDP Forests Program, which allowed 2.31%
0.04%
the company to map its approximate material/raw material footprint. Accordingly, around 0.18%
87% of Mavi’s footprint consists of polyester and cotton alone. Mavi aims to concentrate on
0.20%
these fibers, expand the scope of mapping, and achieve progress toward its sustainable
1.25%
raw material target.
In its submission to the 2021 CDP Climate Change Program, Mavi expanded the scope
of the report by including its international operations. Furthermore, including greenhouse
gas emissions from its material footprint in the Scope 3 reporting brought Mavi one step
closer to an emission profile that fully reflects its value chain. The next goal is to include
greenhouse gas emissions from the production processes of the non-denim products.
In addition to these programs, Mavi also helps its business partners manage their
environmental impact with the CDP Supply Chain Module. Accordingly, the specific carbon
footprint of 11 products out of the 43 denim items included in life cycle assessments were
shared with a business partner, enabling them to measure and better manage their Scope
3 emissions in 2021.
In 2019, Mavi partnered with Reengen, an IoT (Internet of Things) platform for integrated
energy, to conduct an energy efficiency and management study in 10 pilot stores. With the
pilot study delivering positive results, the scope of the agreement was expanded in August
2020 to cover all Mavi stores and the head office, resulting in eliminating unnecessary
energy consumption this year as well. With the Reengen system and deployment of alert
devices along with increased user awareness, energy consumption in the stores decreased
by 6% in 2021. The installation of the Reengen system also allowed the company to monitor
the energy consumption amounts in the shopping mall stores that do not have electricity
meters controlled by Mavi. Since 2021, full energy consumption data has been reported
with actualized values.
To reduce the environmental impact and in particular the carbon footprint of its stores,
Mavi designed a sustainable store concept and opened its first eco store at the Zorlu
Shopping Mall in Istanbul. The store, featuring an architectural design focused on consuming
less energy and using less raw material, was built with materials with sustainability and
greenhouse gas emission certifications.
The efficiency results of this store demonstrate that an eco-store consumes 25% less energy
and 20% less water than a standard Mavi store and is built with 30% less raw materials.
• Aisle systems were redesigned to reduce the total quantity of materials used in the
construction of the eco-store. The new design features lacquered MDF panels, cabinet
style product sections, raw OSB and natural coated walls instead of plaster primer and
paint, as well as naturally painted cork wall tiles and two-dimensional section and column
systems.
• With a new, industrial ceiling design, many systems and materials used in the old store
design were eliminated, reducing resource consumption. The ventilated air is released
directly into the store through the open ceiling system, preventing capacity loss in the
process. More efficient lighting fixtures resulted in reduced electricity consumption while
the waste heat generated by the luminaires in the store also decreased.
• In the design process of the eco-store design, the life cycle assessment reports of the
selected products, required to have international sustainability certifications, were studied
and the locally produced options were prioritized.
THE ENVIRONMENTAL IMPACT THAT ONE PAIR OF Mavi works to introduce more efficient and healthier lighting systems by utilizing LED
TESS GOLD LUX MOVE TENCEL™JEANS CREATES DURING PRODUCTION lighting technologies in the stores. Accordingly, the visual architecture team developed a
project to study how the lighting in the stores where employees and customers spend long
(excluding the logistics, sales and customer effects) periods affect human health and performance. With the project, launched in response to
the call for “On-Demand R&D” as part of TÜBİTAK-TEYDEB’s Innovation Grant Program, the
effects and interconnection of changes in light colors and luminous intensity with employee
performance and customers’ shopping behavior are studied. This helps Mavi save energy in
luminaires through the use of automated lighting systems and LEDs in the stores. Mavi also
aims to create a healthier and more comfortable shopping experience for its customers
and a more efficient work environment for its employees while strengthening its industry
leadership in this field.
Using the information compiled in the inventory, environmental impacts including global
warming potential (carbon footprint), eutrophication, acidification, ozone layer depletion,
A further LCA study was conducted in 2021 to compare the environmental impact of the
components of denim products. This study enabled Mavi to compare fabrics, rivets, inner
and back labels made of different materials according to the environmental impact, guiding
the design process of a new collection slated for launch in 2022 with superior environmental
performance.
Using LCA, the environmental impact, and in particular the carbon footprint, water
consumption and environmental footprint of the products was analyzed in detail, drilled
down to production stages. In addition to offering a roadmap, these results also provided
direction to the denim design and product development teams to consider reducing
environmental impact in their decision-making processes. This inventory now enables Mavi
to compare the environmental impact of fabric suppliers and their different fabrics. As the
LCA studies continue, Mavi aims to expand the scope with the non-denim hero product
groups in the next stage.
ECOSYSTEM RESTORATION
Logistics Activities
Mavi’s priority is to reduce the stress on nature and protect the fragile ecosystem. Therefore,
To calculate its logistics-related greenhouse gas emissions, Mavi mapped its logistics the company focuses on using water resources efficiently, controlling the use of chemicals,
network based on supplier data such as shipping volume, departure and destinations, and packaging and waste management, and biodiversity across the supply chain. Accordingly,
engine class. Greenhouse gas emissions of the logistics activities from manufacturers to efforts such as making sustainable products that require less water and recycling water
distribution centers to stores, marketplaces, and mavi.com customers were calculated. in production processes are encouraged. To protect the health of manufacturers and
consumers and minimize environmental impact, Mavi aims to reduce the use of chemicals
Since December 2020, the company has partnered with a logistics provider and shifted and comply with the ZDHC criteria. Mavi recognizes the importance of using recycled
to intermodal shipment for land transportation to Mavi Germany, achieving more fuel materials in packaging and plans to use only FSC certified packaging. Furthermore, the
efficiency in product shipments. In 2021, the same provider queried the locations of the company adopts a circular approach to waste management and works to reintroduce
warehouses through heat maps and achieved improvements through increased efficiency textile waste and other wastes into the system. Mavi also develops projects to raise social
in the transfer centers with route optimizations. The reduction in fuel consumption with this awareness about protecting biodiversity.
mode of transportation results in lower Scope 3 greenhouse gas emissions from logistics.
Water, Energy, and Chemicals Management with the Suppliers
Mavi focuses on more efficient energy and water use and reducing environmental
impact both in its own operations and across the supply chain. In addition to conducting
inspections, the company also develops various projects, collaborations, and applications
for this purpose. ERAK and TAYEKS, the two major suppliers of Mavi that account for nearly
80% of the denim, have practices in place to improve energy efficiency and water use.
In 2021, ERAK and TAYEKS consumed 20% less water and 15% less energy year-on-year while
laser and sustainable washes and treatments accounted for 70% - with an increase of 16%
- of denim production, thanks to their machinery parks.
The heat, hot water and steam generated during the production process (especially in
110 ANNUAL REPORT 2021 111
washing and drying machines) are reused in the facility, ensuring efficient energy use in
production. Furthermore, 56% of the electricity that ERAK used in the last three years came
from natural gas cogeneration. With the solar panels installed in the factory, TAYEKS started
using renewable energy.
All the chemicals that these two major suppliers use are ZDHC (Zero Discharge of Hazardous
Chemicals) certified. These chemicals undergo tests and controls and are used only after
approval. In line with international and local regulations, the companies work to minimize
With Mavi's strategic manufacturing
the employees’ contact with these chemicals, and only safe chemicals that are not harmful
partners ERAK and TAYEKS, compared to last year; to humans are preferred. Furthermore, the dosage system used in the stage where washing
chemicals are added to the machines eliminate using excessive chemicals.
Mavi takes utmost care to keep the discharged water from production below the legal
limits. Mechanical, chemical and biological membrane treatment systems are used at the
manufacturing sites. With the enhancements implemented, fewer chemicals, less water,
20%
and less energy are used in the processes. Starting with the All Blue collection, Mavi has
started to focus on using e-flow technology more to reduce water consumption.
In 2021, Mavi’s operations generated 3,010 tonnes of non-hazardous waste - including the
15% wastes within the scope of Recycling Participation Share (GEKAP) and 0.33 tonnes hazardous
waste. 20% of this waste was delivered to recycling while 8% was incinerated at a licenced
facility. In logistics, 65% of the boxes that manufacturers use for delivery of Mavi products
LESS ENERGY are reused. All packaging waste is delivered to licensed waste collectors for recycling.
70%
Cardboard and Paper Packaging Materials
In 2021, 37% (in mass units - tonnes) of indirectly purchased cardboard and paper materials
OF TOTAL DENIM that Mavi supplied had Forest Stewardship Council (FSC) certificate. For gift and courier
envelopes, cardboard boxes, shopping bags, and printed materials, FSC-certified
PRODUCTION IS DONE alternatives were preferred.
WITH LASER AND
Biodiversity
SUSTAINABLE
WASH TREATMENT The population sizes of mammals, birds, amphibians, reptiles, and fish have shown an
average 68% decrease in the last 50 years1. Meanwhile, the increasing urbanization,
deforestation, and changing consumer habits are impacting natural life more than ever.
This interaction with nature became more apparent during the COVID-19 pandemic. The
effects of humans and human-related activities on biodiversity should be studied and
programs and projects should be developed to protect the species in their natural habitats
to prevent future pandemics and stop the endangered species from extinction.
1 World Wildlife Foundation, Living Planet Report 2020
As a Mediterranean fashion brand, Mavi has supported the activities of the Ecological
Research Society (EKAD) with the Indigo Turtles project since 2014, helping to protect the
endangered sea turtles. The aim of the project, which raises awareness about biodiversity,
is to protect and ensure continuity of the Caretta caretta and Chelonia Mydas, two species
of sea turtles native to the Mediterranean for 110 million years. EKAD, which focuses its
activities on Belek, the largest nesting area in the Mediterranean, has helped over one
million Caretta caretta make it to the sea in the last 22 years. The number of nests, which
was only 500 when the activities started in the region, has reached 3,850 in 2021. The
number of hatchlings that made it to the sea exceeded 150,000, breaking a record and
tripling the number of 2014. Please click here to read more about the project.
At the sample stage, technical product refinements are made for fit,
performance, and functionality. Furthermore, customer feedback is
carefully evaluated to achieve the highest product quality and ultimate
customer satisfaction through the work of the product development and
procurement teams and improvements made with manufacturers.
Mavi is the leader of the Turkish denim market with ~20% share and ranks among the top
four womenswear and menswear brands in the apparel market. In addition to ranking first
in top-of-mind jeans brand awareness and powerful brand recognition in Turkey, Mavi also
stands apart as the preferred jeans brand across both male and female consumer segments.
With a diverse design team that feels the market and an R&D team with strong technical
expertise, the brand’s broad denim assortment for all markets includes more than 200 fits
and over 1,500 model options. The CRM applications used in analyzing matrices of jeans
fits and customer demographics serve as a key tool in differentiating the brand. During the
pandemic, Mavi remained focused on doing what it does best, interpreting change from a
denim culture perspective and maintaining its leadership with jean innovations.
Responding to the evolving needs and expectations of the consumers creates a significant
competitive advantage. Therefore, companies that focus their skills and assets from human
resources to data-driven tools on understanding the changing consumer behaviors are able
to adapt to the evolving conditions faster. Mavi adapts to the rapidly changing dynamics of
the fashion industry without compromising quality and brand reputation in the eyes of the
customer and continues to create the Happiest Mavi Customers. In 2021, Mavi’s efforts in this
area were recognized with the gold award in the apparel category at the A.C.E. (Achievement
in Customer Excellence) Awards.
Mavi diversifies and enriches the shopping and feedback channels through digitalization to
always provide better experiences for Mavi customers and improve customer satisfaction:
• Mavi.com, which was upgraded with a new face, offers a closer look into each product
and creates a convenient, fast, understanding, and engaging customer experience
with smart suggestions that consider the user’s tastes.
• Managing the customer experience from a single platform with an omnichannel CRM
approach enabled monitoring the campaign and loyalty processes in integration with
the cash registers, mavi.com, Mavi App, and all future channels.
• The return and exchange processes on mavi.com were moved to the online platform,
enabling users to create tickets and track requests more easily.
• To facilitate the other customers’ selection and decision making, customer reviews were
added to mavi.com. In 12 months, nearly 80 thousand reviews were received.
• The option to purchase physical and online gift cards both in stores and online was
offered. Digital coupons accounted for 75% of the total gift card sales online.
Mavi customers are able to provide feedback regarding products or services and communicate
their thoughts and ideas about Mavi and all kinds of recommendations to us by phone, email,
social media channels, and stores. In November 2019, Mavi made a major organizational
change and signed an agreement with Global Bilgi to outsource its call center operations,
which were managed in-house until then. In this new system, the customer relations teams
continue to provide service at the head office while Global Bilgi has a dedicated team of 48
at its Bursa location to serve only Mavi. With the new structure that integrates the customer
call center processes in stores and e-commerce, Mavi now serves customers from 8:00 am
to 12:00 am seven days a week. The call center team manages the flow of communications
and responds to customers by taking the necessary actions. In 2021, 84% of the complaints
communicated to Mavi were resolved. According to the surveys conducted by the call center,
customer satisfaction was 91% as of year-end 2021.
Mavi manages customer relations according to the EN 15838 Customer Contact Centers
-Requirements for Service Provision and ISO 10002 Customer Satisfaction Management
System. The sales representatives and managers at Mavi stores received 8,357 hours of
customer relations training, which included topics such as customer psychology, handling
customer objections, happiest Mavi customer, seamless shopping experience, customer
relationship management, and next-generation customer experience.
The company procures services from a third-party to monitor all customer posts and
engagements on social media about Mavi. This service delivers valuable insights about Mavi,
enabling swift response to the issues that require action. Over 80% of the content shared and
the conversations on social media regarding Mavi are positive.
The company conducts regular surveys to collect information on the brand’s impression among
customers and consumers’ shopping habits in relation to the Mavi brand, products and ad
campaigns. The secret customer surveys at Mavi stores and franchisees enable inspection of
every single sales point, and monitoring and reporting on their service quality. Net Promoter
Score (NPS) is monitored with secret customer surveys. In 2021, Mavi outperformed the industry
average with an NPS score of 41.51 according to the results of the secret customer survey.
The Information Security Policy defines the actions required for implementing, running,
monitoring, reviewing, maintaining, and enhancing information security. Furthermore, the
customers can access the Privacy Notice for Protection of Personal Data at the stores, on the
website, the Mavi mobile app, or via the call center at all times.
The budget allocated for R&D in 2021 corresponded to 1.1% of the company’s revenues. The
sales of the sustainable All Blue products accounted for 9.7% of total revenues. To date, Life
Cycle Assessment (LCA)* has been conducted on more than 2.3% of all denim products. As
of 2021, the R&D employees constitute 3% of the white-collar workforce.
* For more information on LCA, please see the Life Cycle Assessment section.
• Mavi Pro Sport collection was designed with Repreve® blend fabrics made from
recycled plastic bottles.
• The exclusive “Akdeniz” collection, reflecting the Mediterranean spirit of the brand, was
created for the 30th anniversary of Mavi with modernized graphics of the evil eye bead.
The collection features tie dye and special washing techniques.
• Mavi Move line, made with Bi-Stretch fabric technology developed in collaboration with
Orta Anadolu, offers high wearing comfort. The product group includes Lucy, which
hugs the waist and the hips completely, and the flare fit Broadway jean, which features
an elasticated waistband to wrap the body’s curves elegantly, delivering
an on-trend style and capturing Mavi’s Perfect Fit philosophy.
• Mavi x Les Benjamins collection was created with sustainable fabrics and innovative
techniques. In addition to the use of organic and recycled fabrics in the collection, laser
The products in Mavi’s All Blue collection are made with sustainable organic, recycled or
Better Cotton-certified cotton, recycled polyester, TENCEL™ modal and lyocell, cottonized
hemp, and upcycled materials. The sustainable fiber content in fabrics is shaped around
Mavi’s quality first focus, design approach, and product performance specifications.
All Blue products contain sustainable fibers and are made with efficient technologies that
consume less water and energy than conventional production techniques. Mavi collaborates
with its strategic partners ERAK and Tayeks to use the E-flow technology to reduce water,
energy, and chemicals consumption, laser technology that guarantees product standards,
reduces the use of chemicals and protects the health of the employees, and an automated
dosing system that eliminates faulty and excessive use of chemicals in washing due to
manual processes. Environmental impact measurement methods such as EIM Score and
LCA are used to evaluate these processes.
The products - true, unfiltered versions of denim - are 100% vegan and the patches and
labels are made from recycled paper.
The pioneering role Mavi plays in sustainability resonates with the customers and is
recognized on international platforms. Mavi won the Most Sustainable Collection category
at Rivet Awards, which recognize the brands bringing newness and creativity to the global
denim market, with the All Blue collection in the 2021 edition and with its sustainable products
made with cotton, recycled cotton and brushed hemp in the 2022 edition, respectively. Rivet,
affiliated with the Sourcing Journal, one of the world's most important sectoral publications,
evaluated brands that made a difference with their innovations in denim design, product
development and sustainability during the Las Vegas fair, and as a result of the evaluations,
the best jean brands were awarded in seven different categories.
• Outstanding Mavi Black Pro branding and the comfort of sporty jeans
• OEKO-TEX EK-6 Hygiene certification for compliance with advanced health and
hygiene standards
Mavi Pro Sport Repreve® is a part of the All Blue collection, all-vegan, and made with
less water and less energy. This eco-friendly collection offers smart and casual styles with
high stretch content to ensure day-long recovery and technology to enhance freedom of
movement.
Mavi partnered with Orta Anadolu in the FW21 season for a BI-STR fabric collaboration
to develop special denim products by combining its denim expertise with the industry’s
innovative technologies. Designed to respond to the evolving customer needs and in search
of comfortable wear, the Mavi Move collection consists of products with elevated wearing
performance and made with new technology fabrication and fit techniques. The collection,
featuring innovative printing and accessory techniques, is adapted to Broadway, a new
fit with a special elasticated waistband and all-stretch fabric, and the new skinny fit Lucy,
which hugs the female body while offering all day comfort.
University Collaboration
Mavi carries out the “Assessing the Use of 3D Simulation Software in Design Processes”
project in partnership with Eskişehir Technical University. The objective of the project is to
design with 3D simulation software, evaluate whether these designs can replace the need
for actual sample production, reduce the sample fit processes by assessing the viability
of the molds/sewing created by the software, and avoid excess sample production. The
project that started in December 2021 is currently in the data collection phase.
#maviallblue
In 2021, Mavi received OCS and RCS certificates in 2021, earning the right to sell products
with proven organic and recycled content across the supply chain. RCS certification verifies
recycled content, and OCS certification verifies organically grown content, ensuring that
these materials can be traced from their origins to the final product. Starting in 2022, Mavi
plans to introduce RCS- and OCS-certified products in its new collections. In addition to
Mavi’s two major suppliers, ERAK and TAYEKS, Rimaks is also a manufacturer with international
Global Organic Textile Standard (GOTS) and Organic Content Standard (OCS) certifications.
Overall, 24 suppliers have the capability to manufacture organic jeans.
For 2022, Mavi has plans to use Better Cotton-certified cotton and support the world’s leading
sustainability initiative for cotton. Accordingly, Better Cotton addresses cotton production
with its environmental, social and economic impacts, trains farmers with the necessary
knowledge, skills and tools, and aims to continuously improve agricultural practices. As a
result, farmers who grow cotton by following factors such as mitigating the harmful effects
of plant protection practices, managing and using water resources effectively, ensuring
soil health, protecting and enriching biodiversity, maintaining fiber quality, and improving
the welfare of agricultural workers, attain an internationally recognized standard. Mavi
remains focused on more responsible raw material sourcing by purchasing cotton from
such sustainable sources.
In 2021, the sustainable alternatives monitored for various fibers were used in the ratios
shown in the table below.
» Innovative and sustainable materials » Mavi started trading on Borsa Istanbul » Mavi’s sustainable, eco-friendly products were
such as TENCEL™ and modal were with IPO. grouped under the All Blue collection.
introduced in the Mavi Premium line.
» Social compliance guidelines were » Leather was completely eliminated from back
» Mavi Kids T-shirt collection shared with the suppliers and social labels of jeans, which became all vegan.
made with 100% organic compliance audits started.
cotton was launched. » Paper used in all product labels was reduced by
» Mavi replaced the light bulbs in the half, shifting to recycled materials.
stores with energy-saving LED luminaires.
» Packaging materials used in online shipments
dropped from three to one, both in number and
type.
» Remote Energy Management System based on
instant monitoring was launched in partnership with
Reengen in 10 pilot stores.
» Lighting fixtures in stores were replaced with LED
luminaires for energy savings.
» Mavi All Blue won in the “Most Sustainable
Collection” category at the Rivet Awards.
» Supplier Code of Conduct was published.
» Materiality analysis was completed. » OCS (Organic Content Standard) and RCS (Recycled Claim Standard) certifications were obtained.
» Sustainability Committee and working groups were formed. » First reports were submitted to the CDP Water Security and Forests Programs. Mavi became the first and
only Turkish company to report to the CDP Forests Program in Turkey. With the 2021 report submitted to
» Activities to determine the sustainability strategy and goals began. Carbon Disclosure Project’s (CDP) Climate Change Program, Mavi received a score of B, outperforming
the global industry, and an A- in the Supplier Engagement Rating (SER) by the CDP platform,
» Mavi became the first Turkish apparel brand to disclose its carbon footprint transparently. With the first outperforming its peers.
report submitted to the Carbon Disclosure Project’s (CDP) Climate Change Program, Mavi received a
score of B, outperforming the global industry. • The Remote Energy Management System with Reengen was deployed in all Mavi stores.
» Mavi earned A- in the Supplier Engagement Rating (SER) by the CDP platform, outperforming its peers. » Women's Empowerment Principles (WEPs), the joint initiative of UNGC and UN Women, was signed.
» The sustainable All Blue collection doubled in scope and variety. » Mavi joined the 30% Club, the initiative that aims for diversity in business.
» All Blue collection was expanded with 100% organic cotton, eco-friendly T-shirts. » CEO Water Mandate was signed.
» Mavi collaborated with Coca-Cola for an exclusive collection made with organic cotton and sustainable » Mavi CEO Cüneyt Yavuz entered the Fast Company Sustainability Leaders 50 Survey list at 18th place.
recycled materials.
» Board Diversity, Human Rights, Diversity and Inclusion, Biodiversity, Environment and Energy, Forest and
» Life Cycle Assessment (LCA) activities started. Paper Products, and Animal Welfare policies were published.
» Mavi switched to renewable energy at the head office and the stores with controlled meters » All Blue won in the “Most Sustainable Collection” category at the Rivet x Project Awards for the
second time.
MEMBERSHIPS
• United Nations Global Compact (UNGC)
• 30% Club
• Yanındayız Association
Franchisees Franchisee meetings, field visits, one-to-one meetings, annual reports and Employees with 14 69 16 73 24 78
sustainability reports, digital channels disabilities
Shareholders, Inves- General Assembly meetings, material event disclosures, press releases, one-to- Total 4,086 4,060 5,111
tors, and Analysts one meetings and correspondence, broker and bank reports, periodic briefings,
annual reports and sustainability reports, digital channels
Media Press conferences and launch events, special features and interviews, press
releases, digital channels, annual reports, and sustainability reports Employees by 2019 2020 2021
Location
Female Male Female Male Female Male
U.S.A. 33 23 37 28 42 29
Canada 49 25 43 23 50 24
Russia 84 46 97 44 101 45
Europe 40 27 33 26 34 28
*2020 figures have been updated after the definition of ‘manager’ was revised.
Newly Hired 2019 2020 2021
Employees*
Female Male Female Male Female Male Performance 2019 2020 2021
Management
Newly hired employees 1,470 1,030 705 555 2,425 1,499 Female Male Female Male Female Male
– total
Employees subjected 288 194 294 185 307 210
-30 years old 1,439 989 686 524 2,362 1,437
to regular performance
30-50 years old 31 38 19 31 62 62 and career
development reviews
+50 years old 0 3 0 0 1 0
Employees assessed 288 194 294 185 307 210
*Number of newly hired employees refers only to Turkish operations. according to
measurable goal
Employee Turnover* 2019 2020 2021 realization
**Scope 1 and Scope 2 emissions refer to the operations in Turkey, the USA, EU, Canada, and Russia.
OHS Training* 2019 2020 2021 ***The scopes used in corporate carbon footprint calculations were revised in 2021. Emissions generated in locations that cannot
be converted into energy for contractual reasons and leased locations within the Mavi organization are included in Scope 3. 2020
Total training time 8,264 4,984 27,576 data was recalculated based on the revised methodology and presented herein in comparable figures with 2021 data.
Anti- Principle 10: Businesses should work against corruption in all its Corporate
Corruption forms, including extortion and bribery. Governance –
Business Ethics
102-19 68 -
GRI Standard Disclosure Page Number(s) and/or URL(s) Omission
Stakeholder Engagement
GRI 101: Foundation 2016
102-40 69, 148 -
GRI 102: General Disclosures 2016
102-41 There are no employees covered by collective -
Company Profile bargaining agreements.
Strategy 102-54 50 -
GRI 302: 302-1 Mavi CDP Climate 2021 Report, p. 20, 21 - 103-3 73, 113 -
Energy 2016
Water and Effluents GRI 306: 306-3 113, 153 -
Waste 2020
GRI 103: 103-1 72, 111-113 - 306-4 113, 153 -
Management
Approach 103-2 72, 111-113 -
2016 GRI 400: Social Standard Series 2016
GRI 403: 403-1 93-95 - Material Topics That Are Not Covered by the GRI Standards
Occupational
Health and 403-2 93-95 Customer Satisfaction
-
Safety 2018 GRI 103: 103-1 72, 123-125
403-3 93-95 -
- Management
Approach 103-2 72, 123-125 -
403-5 95, 152 - 2016
103-3 72, 123-125 -
403-9 93-95 -
R&D and Innovation
403-10 93-95 -
GRI 103: 103-1 72, 126-133 -
Training and Education Management
Approach 103-2 72, 126-133 -
GRI 103: 103-1 87-93 - 2016
Management 103-3 72, 126-133
Approach 103-2 87-93 -
-
2016 Raw Material Management
103-3 87-93 -
GRI 103: 103-1 72, 111, 119, 135 -
GRI 404: 404-1 87-93 - Management
Training and Approach 103-2 72, 111, 119, 135 -
Education 404-2 87-93 - 2016
103-3 72, 111, 119, 135 -
404-3 84, 151 -
Brand Reputation
Diversity and Equal Opportunity
GRI 103: 103-1 72, 118, 138 -
GRI 103: 103-1 80-81 - Management
Management Approach 103-2 72, 118, 138 -
Approach 103-2 80-81 - 2016
2016 103-3 72, 118, 138 -
103-3 80-81 -
Chemical Management
GRI 405: 405-1 80-81, 149-152 -
Diversity GRI 103: 103-1 73, 111-113, 119 -
and Equal 405-2 80 - Management
Opportunity Approach 103-2 73, 111-113, 119 -
2016 2016
103-3 73, 111-113, 119 -
Supplier Social Assessment
Principle Principle Principle Principle Description Page Number Compliance Description Principle Principle Principle Principle Description Page Number Compliance Description
Type Code No and/or Link (if required) Type Code No and/or Link (if required)
A.GENERAL
Determines the committees/
A.GENEL
B.ENVIRONMENT
third parties (independent 2021 Scope 1 + 2
from wastes in
sustainability assurance Assurance
Turkey operations
A4. providers), discloses its Full Discloses the highest responsible Duties and Working
12 have gone B.
Assurance sustainability performance Compliance officer, relevant committees, and Principles of the Full
through a limited Environmental 16 -
measurements to the public Mavi CDP Climate responsibilities in the Company for Sustainability Compliance
independent Principles
and strives to enhance such 2021 Scope 3 environment and climate change. Committee
assurance process
verification processes. Assurance
by PwC Turkey for
the CDP Climate
Change 2021
report. It is aimed Mavi has publicly
that the emissions announced its
Annual Report,
of 2021 will also short, medium and
Sustainability,
pass through the long-term ESG
Discloses the incentives page 85
assurance process. B. targets in 2021.
offered for the management of Full
Environmental 17 The targets are
environmental issues, including Mavi CDP Climate Compliance
Principles integrated into
the achievement of objectives. Change 2021,
the performance
Page 2-3
criteria of all
executive
managers.
Annual Report,
Sustainability,
B. Discloses how environmental page 64, 102-115
Full
Environmental 18 problems are integrated into -
Compliance
Principles business goals and strategies. Mavi CDP Climate
Change 2021, Page 10
B.ENVIRONMENT
B. (Scope-1 (Direct), Scope-2 Annual Report, and cost savings they deliver.
Full
Environmental 22 (Energy indirect), Scope-3 Sustainability, -
Compliance
Principles (Other indirect)), air quality, page 115, 153
energy management, water
and wastewater management,
waste management, biodiversity
impact).
Reports its total energy
B. consumption data (excluding raw Mavi CDP Climate
Full
Environmental 29 materials) and discloses energy Change 2021, Page -
Compliance
Discloses details such as Principles consumption as Scope-1 and 20-22
B. the standards, protocols, Annual Report, Scope-2.
Full
Environmental 23 methodologies and base year Sustainability, -
Compliance
Principles used to collect and calculate its page 153
data.
C.SOCIAL
Mavi is not part of fair labor, improvement of labor
Mavi's People and Its
Discloses whether operations a carbon pricing C1. standards, women's employment
Principles
B. or activities are included in any system. However, Human Rights and inclusivity issues (such as Full
40 -
Environmental 35 carbon pricing system (Emission - Irrelevant the company and Employee women, men, religious belief, Compliance
Mavi Diversity and
Principles Trading System, Cap & Trade, or follows the Rights language, race, ethnic origin,
Inclusion Policy
Carbon Tax). developments in age, disability, refugee, etc.) in its
this area. policies by considering the supply
Supplier Code of
and value chain effects.
Conduct
C.SOCIAL
Human Rights Principles Full Initiatives and the developments in
43 management. Determines dispute -
and Employee Compliance sustainability activities.
resolution processes by creating
Rights
mechanisms for employee
Compensation Policy
complaints and dispute resolution. Discloses the international
Regularly discloses the activities reporting standards adopted
Annual Report,
carried out to ensure employee (Carbon Disclosure Project (CDP),
Rumeneration Policy C2. Sustainability, page
satisfaction. Global Reporting Initiative (GRI),
Stakeholders, 50, 156-161
International Integrated Reporting Full
International 52 -
Council (IIRC), Sustainability Compliance
Standards and Mavi CDP Climate
Accounting Standards Board
Creates occupational health and Initiatives Change 2021
C1. (SASB), and Climate-Related
safety policies and discloses them Annual Report, Financial Disclosures Task Force
Human Rights Full
44 publicly. Discloses the precautions Sustainability, - (TCFD), etc.).
and Employee Compliance
taken to prevent work accidents page 93-95
Rights Discloses the international
and health and injury statistics.
organizations or principles
(Equator Principles, United Nations
Privacy Policy on Environment Program Finance
Protection of Personal Initiative (UNEP-FI), United Nations
C1. C2.
Creates and publicly discloses Data Global Compact (UNGC), and
Human Rights Full Stakeholders, Annual Report,
45 personal data protection and - United Nations Principles for Full
and Employee Compliance International 53 Sustainability, -
data security policies. Privacy Notice on Responsible Investment (UNPRI) Compliance
Rights Standards and page 147
Protection of Personal etc.), of which it is a signatory
Initiatives
Data or member, and international
principles adopted (International
Capital Market Association
(ICMA) Green/Sustainable Bond
Principles).
Creates an ethics policy (including Mavi's People and Its
C1. work, business ethics, compliance Principles
Human Rights processes, advertising and Full Makes firm efforts to be included
46 - C2.
and Employee marketing ethics, and open Supplier Code of Compliance in Borsa Istanbul Sustainability Annual Report,
Stakeholders,
Rights disclosure, etc.) and discloses it to Conduct Index and international Corporate Full
International 54 -
the public. sustainability indices (Dow Jones Governance, Compliance
Standards and
Sustainability Index, FTSE4Good, page 198
Initiatives
and MSCI ESG Indices, etc.).
Corporate Full
Governance 56 activities, and the applicable -
Governance, Compliance
Principles principles when determining its
page 177, 198
corporate governance strategy.
172
05
CORPORATE
GOVERNANCE
5.1 Declaration of Compliance with
Corporate Governance Principles
5.2 Explanations Regarding Corporate Governance
5.3 Board of Directors
5.4 Risk Management
5.5 Internal Control System and Internal Audit
5.6 Board of Directors' Discussion and Analysis
5.7 Legal Disclosures
5.8 Responsibility Statement
5.9 Related Party Transactions Report
5.10 Corporate Governance Compliance Report
and Information Form
Article 4.4.7. The Board members are made sure to allocate sufficient time to company
business and they are not restricted in terms of assuming other positions outside
5.2 EXPLANATIONS REGARDING CORPORATE
the company. Considering the professional and sector-specific experience that the GOVERNANCE
members bring to the Board of Directors, imposing restrictions on their external duties
is not deemed necessary. The Board members’ résumés and the duties they hold Shareholders
outside the company are presented to the shareholders before the General Assembly
Meeting. The Investor Relations Department is responsible for informing local and foreign
investors in an accurate, consistent and timely manner (while protecting trade secrets
Article 4.5.5. Considering various factors such as the volume of operations and and confidential information and respecting equality in communicating information),
administrative needs, Mavi has determined the number of independent members to elevating the company’s profile and credibility, ensuring two-way communication and
serve on the Board of Directors as three. Currently, the Board has three committees. information flow between the Board of Directors and the capital markets regulators
Given that the committee chairs are required to be independent members according and participants, complying with legislation and the Articles of Association related to
to the relevant principle, these independent directors serve on multiple committees. shareholder rights, and fulfilling the public disclosure obligations in accordance with
These committee assignments do not give rise to any conflicts of interest within the applicable legislation and the Company’s Disclosure Policy. The Investor Relations
Company. Department reports directly to the CFO.
Article 4.6.1. A specific performance appraisal has not been conducted on Board level. No discrimination is made among shareholders in terms of exercising the right to
view and request information, and all information, other than those considered trade
Article 4.6.5. The remunerations of the Board members are determined by the General secrets, is disseminated to shareholders in accordance with the company’s Disclosure
Assembly. Furthermore, remunerations of Board members and senior executives are Policy to avoid inequality in obtaining information.
disclosed to the public in the Company’s financial table footnotes as a total figure in
line with general practices. The Investor Relations Department at Mavi promptly responds to shareholders’ and
other stakeholders’ information requests and questions via various channels and the
In 2021, corporate governance activities were carried out in accordance with the most effective means of communication. Furthermore, in order to enable shareholders
Capital Markets Law, which includes the CMB’s corporate governance principles and to exercise their right to information in the most efficient manner, the Department
the communiqués based on this Law. At the 2021 Ordinary General Assembly meeting, maintains an Investor Relations tab on the corporate website (mavicompany.com)
Board of Directors and Board committees were formed in accordance with provisions – also linked from the official website (www. mavi.com) – where investors and other
of the Corporate Governance Communiqué. The company followed the applicable stakeholders are provided with all publicly available financial and operational
regulations in determining and publicly disclosing the independent Board member data, all the company’s material event disclosures, and public announcements and
notifications.
178 ANNUAL REPORT 2021 179
The website is available in English and Turkish. Additionally, the department emails the The Board of Directors consists of two types of members: executive members and
latest operational and financial announcements to the individuals or institutions that non-executive members. Non-executive members, free of any other administrative
register for the Investor Relations mailing list. duties at the company, will constitute the majority of Board members.
In the special accounting period from February 1, 2021 to January 31, 2022, the Investor The company is managed and represented by a Board of Directors consisting of six
Relations Department attended 1q virtual investor conferences and held over 200 members. Half of Mavi’s Board members are elected from among candidates proposed
teleconferences to share Mavi’s financial, operational, and strategic developments by Class-A shareholders. The Chairperson of the Board of Directors is elected from
with investors and analysts. At these events and meetings, the company had contact among the Board members proposed by Class-A shareholders.
with 330 investors and analysts from 115 local or international institutions and funds.
Furthermore, throughout the year, the Department held four earnings webcasts aimed A sufficient number of independent members are appointed to the Board of Directors
at investors and analysts to announce quarterly financial results. The recordings and by the General Assembly, in line with the principles concerning independence of
transcriptions of the webcasts, presentations, and the questions addressed to the the members of Boards of Directors, as set out in the CMB’s Corporate Governance
management as well as the answers were duly posted on the corporate website for the Principles. In the special accounting period from February 1, 2021 to January 31, 2022,
investors and analysts who were unable to participate in the events on the announced no circumstances that would impair the independence of the independent members
days and times. occurred.
All the requests for information received by phone or email in the special accounting In line with Mavi’s Board Diversity Policy, the company aims to increase the female
period from February 1, 2021 to January 31, 2022 were answered in accordance with membership ratio on its Board of Directors to one-third by 2024 and to maintain this
the company’s Disclosure Policy and in line with the publicly available information. ratio thereafter. Accordingly, two women were selected to the Board of Directors at
the General Assembly Meeting on April 28, 2021.
The Investor Relations Department submits monthly and quarterly reports to the Board
of Directors on macroeconomic and industry developments and stock performance Board meeting agendas are determined by the Chairperson, or the Vice Chairperson
and reports annually to the Corporate Governance Committee on investor relations in the absence of the Chairperson, by considering the executive management’s
activities throughout the year. The Investor Relations Department also informs the suggestions. The Board will convene and/or pass resolutions as and when the company’s
Board of Directors regularly on the developments about the issues raised in investor affairs necessitate upon the request of the Chairperson or the Vice Chairperson in
meetings. the absence of the Chairperson. In the special accounting period from February 1,
2021 to January 31, 2022, the Board of Directors convened 5 times and passed 54
Contact details of the Investor Relations Department: resolutions. All members generally attend the Board meetings held in accordance with
Article 390/1 of the Turkish Commercial Code. Mavi’s Articles of Association include no
Duygu İnceöz provision granting Board members casting votes or vetoes in Board meetings. In the
Senior Director, Investor Relations 2021 reporting period, no related party transactions or material transactions, which
Phone: +90 (212) 371 20 29 were disapproved by the independent members and therefore required presentation
Email: [email protected] to the General Assembly for approval, took place.
The Company has executive liability insurance coverage of $3 million, which extends to
Board of Directors all members of the Board of Directors and the senior management of Mavi’s affiliates/
subsidiaries
The Board of Directors at Mavi is primarily responsible for defining the company’s
strategic targets, determining the workforce and financial resources needed, and
overseeing the performance of the executive management.
President - Mavi USA The Board of Directors appointed members to these committees on April 28, 2021 and
Chairman Head of Supervisory
Ragıp Ersin disclosed the resolution on the Public Disclosure Platform (PDP).
Non-executive Board - Mavi Germany -
Akarlılar
Company Secretary -
Mavi Canada The company did not form a Nomination Committee or a Remuneration Committee
in 2021 and the relevant functions are delegated to the Corporate Governance
CFO - Koç Holding Committee.
Independent
Ahmet F. Board Member - several Koç
Director -
Ashaboğlu Group
Non-executive
companies The Board of Directors provides all resources and extends full support to the committees
for performance of their assigned duties.
Board Member Supervisory Board
Ahmet Cüneyt
Yavuz
Executive Member - Mavi - Executive members are not eligible for appointment to these committees. The heads
CEO Germany of the three Board committees and the Audit Committee members are Independent
Board Member Directors.
Supervisory Board
Executive
Fatma Elif Akarlılar Member – Mavi -
Chief Brand
Germany
Audit Committee
Officer
Mavi assures that the identity of the individual who reports a violation will be protected.
In the reports submitted via the Ethics Line channels, individuals are not obligated to
disclose their identity, and anonymous reporting option is available.
The Code of Conduct for Suppliers stipulates that all business partners and their
employees are obligated to act ethically and morally to avoid any personal
dependence, obligation, or influence in all their business dealings in line with anti-
bribery and anti-corruption principles. All employees and business partners are
expected to behave professionally with a sense of fairness and in full compliance with
all applicable national and international laws and regulations.
Relations with suppliers and state institutions, payment terms, human resources
processes, accounting and purchasing processes are regarded as activities prone to
high risk of corruption. Operational processes with high risk are within the purview of
the Audit Committee. An annual internal audit calendar is prepared with the approval
The Early Identification of Risk Committee identifies the risks that may jeopardize Operational and strategic risks
Mavi’s existence, development and continuity ahead of time, thereby supporting the
Key operational risks include failing to realize expansion plans due to inability to
Board of Directors’ implementation of risk-mitigation and management measures. The
secure required retail space, the need to increase operating capital due to ineffective
Committee reports to the Board of Directors at each meeting of the Board, and the
inventory management and decline in profitability, supply shortages, and capacity
company forwards these reports to the independent auditors. The Board of Directors
loss or service disruptions due to natural disasters as a results of climate change.
regularly assesses the risks that the company faces based on the information provided
Mavi introduces continuous improvements in all its systems to increase efficiency of
by the Early Identification of Risk Committee.
its operational processes. For this purpose, a project team (Go Operations) operating
across functions has been established and working toward concrete measurable
Responsibility for the management and reporting of risks is supervised by the CFO
targets for the last three years. Key strategic risks include the issues and decisions that
in coordination with other departments. The risks are evaluated with periodical
can adversely affect the future existence and sustainability of the company such as
analyses and reports to determine potential risk exposure and probability. Then, risk
material mistakes in assumptions and measurements in short-, medium- and long-
levels are identified and the risks are assigned to relevant risk officers to take action.
term business plans, making insufficient investments or misguided investments, and
In this process, actions for “Very High” and “High” level risks are monitored closely and
failing to anticipate evolving consumer preferences, fashion trends and the competitive
frequently. The principal risks that Mavi is exposed to are categorized and followed
landscape. Mavi creates three-year strategic roadmaps, with the first year in detail
under four main headings: financial risks, reputation risks, strategic and operational
and subsequent two years in macro scale, and annually reviews and updates this
risks, and legal risks.
roadmap in light of the latest developments. Mavi exercises due diligence in selecting
the markets where it will operate strategically and avoids direct investments in risky
Financial risks
geographical zones. The Company’s R&D and innovation culture serves to maintain
The exchange rate risks that could arise from the changes in the value of different its competitive strength. The World Economic Forum’s (WEF) 2021 Global Risks Report
currencies with respect to assets and liabilities in such currencies, liquidity and cash perceives “extreme weather, climate action failure and human-led environmental
flow issues in line with working capital requirements or due to disruptions in sales, and damage as well as digital power concentration, digital inequality and cybersecurity
interest rate risks within the scope of financial borrowing strategy are among the key failure among the highest likelihood risks of the next ten years”. These are addressed
financial risks. Aiming to keep financial risks under control, various financial indicators, under non-financial risks and studied in working groups to determine action plans.
including Net Financial Debt/EBITDA and liquidity ratios, foreign exchange position,
maturity and distribution of debt are monitored both on company basis and also on
consolidated and combined basis, ensuring that they are maintained within specified
limits. In managing foreign exchange risk, natural hedges are preferred while financial
INTERNAL AUDIT shopping habits adapted to the new normal, foot traffic in our stores returned to
pre-pandemic levels. Thanks to our strong brand recognition, active communication
The internal control system is composed of standard definitions, job descriptions, strategy, the advantage of a casual and sporty product range, high quality and
authorization system, and policies and written procedures included in the workflows. customer-focused approach, effective risk management, and data-driven decision-
The senior management of the company and its subsidiaries hold responsibility for making mechanisms, Mavi closed 2021 with successful results.
ensuring that the internal control mechanisms function. The internal control system is
periodically reviewed and audited by the Internal Audit Department for effectiveness. Due to the uncertain environment during the pandemic, the management disclosed its
The audit results are submitted to the Audit Committee, which consists of independent first 2021 guidance on September 14, 2021, along with the first half results, and revised
Board members and the company managements, and the planned actions are it upward on December 7, 2021. Year-end financial results exceeded management
monitored. expectations published on both of the aforementioned dates in terms of sales growth,
profitability, cash generation, and robust balance sheet.
Regarding the financial statements pertaining to the special accounting period from
February 1, 2021 to January 31, 2022, which were prepared by the Company and audited
by DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. in compliance
with the Turkish Accounting Standards/Turkish Financial Reporting Standards and
formats determined by the Capital Markets Board (CMB) in accordance with CMB’s
Communiqué on Principles of Financial Reporting in Capital Markets (“Financial
Reporting Communiqué”) II.14.1 including the consolidated statement of financial
position, comprehensive income statement, statement of cash flow and statement
of changes in equity as well as notes to year-end financial statements, we hereby
declare our responsibility for the following:
• We have examined the financial statements,
• Within the frame of information that we hold in our fields of duty and responsibility
in the Company, the financial statements do not contain any untrue statement on
material events or any deficiency, which may make them misleading as of the date
of statement,
• Within the frame of information that we hold in our fields of duty and responsibility
in the Company, the financial statements prepared pursuant to the Financial
Reporting Communiqué – together with those covered by consolidation – fairly
reflect the truth relating to assets, liabilities, financial statements, profits and losses
of the Company.
Sincerely,
Mavi Giyim San. ve Tic. A.Ş.
Audit Committee
2. with respect to the frequent and continuous related party transactions which
were conducted between 01.02.2021-31.01.2022; it has been determined that there are
some differences between the “estimated transaction volumes” stated in the General
Resolution of the Board of Directors and the “actual transaction volumes”, and that
the explanations, provided by the management of the Company in respect of the
justifications for such differences, have been deemed satisfactory,
Not Not
Yes Partial No Exempted Explanation Yes Partial No Exempted Explanation
Applicable Applicable
Not Not
Yes Partial No Exempted Explanation Yes Partial No Exempted Explanation
Applicable Applicable
Not Not
Yes Partial No Exempted Explanation Yes Partial No Exempted Explanation
Applicable Applicable
3.3.2-Recruitment criteria are X 3.4. RELATIONS WITH CUSTOMERS
documented. AND SUPPLIERS
3.3.3-The company has a 3.4.1-The company measured
policy on human resources X its customer satisfaction, and
X
development, and organises operated to ensure full customer
trainings for employees. satisfaction.
3.3.4-Meetings have been 3.4.2-Customers are notified
organised to inform employees of any delays in handling their X
on the financial status of the X requests.
company, remuneration, career
3.4.3-The company complied
planning, education and health.
with the quality standards with X
3.3.5-Employees, or their respect to its products and
representatives, were notified services.
of decisions impacting them. X
3.4.4-The company has in place
The opinion of the related trade
adequate controls to protect
unions was also taken. X
the confidentiality of sensitive
3.3.6-Job descriptions and information and business secrets
performance criteria have been of its customers and suppliers.
prepared for all employees, X 3.5. ETHICAL RULES AND SOCIAL
announced to them and taken
RESPONSIBILITY
into account to determine
employee remuneration. 3.5.1-The board of the
3.3.7-Measures (procedures, corporation has adopted a X
trainings, raising awareness, code of ethics, disclosed on the
goals, monitoring, complaint corporate website.
mechanisms) have been taken X 3.5.2-The company has been
to prevent discrimination, and to mindful of its social responsibility X
protect employees against any and has adopted measures to
physical, mental, and emotional prevent corruption and bribery.
mistreatment.
4.1. ROLE OF THE BOARD OF
3.3.8-The company ensures DIRECTORS
freedom of association and X 4.1.1-The Board of Directors
supports the right for collective
has ensured strategy and risks
bargaining.
do not threaten the long-term X
3.3.9-A safe working environment X interests of the company, and
for employees is maintained. that effective risk management is
in place.
Not Not
Yes Partial No Exempted Explanation Yes Partial No Exempted Explanation
Applicable Applicable
4.1.2-The agenda and minutes 4.3. STRUCTURE OF THE BOARD OF
of board meetings indicate that DIRECTORS
the Board of Directors discussed
4.3.9-The Board of Directors has
and approved strategy, ensured X approved the policy on its own
resources were adequately
composition, setting a minimal
allocated, and monitored
target of 25% for female directors. X
company and management
The Board annually evaluates
performance.
its composition and nominates
4.2. ACTIVITIES OF THE BOARD OF directors so as to be compliant
DIRECTORS with the policy.
Not Not
Yes Partial No Exempted Explanation Yes Partial No Exempted Explanation
Applicable Applicable
4.4.5-The Board has a 4.5. BOARD COMMITTEES
charter/written internal
X
rules defining the meeting Mavi has determined
procedures of the Board. the number of its
independent board
4.4.6-Board minutes
members at three.
document that all items on
In so doing, the
the agenda are discussed, X Company considered
and board resolutions
various factors such
include director's dissenting
as the volume of its
opinions if any.
operations and its
While board members administrative needs.
are required to Currently, the Board
pay sufficient time 4.5.5-Board members serve has three committees.
to the Company’s in only one of the Board's X In respect of the
affairs, there is no committees. principle requiring
restriction on their committee chairs
duties outside of the to be independent
Company. Considering members, it is
the significant necessary to
contribution board delegate multiple
4.4.7-There are limits to members make committee chairs
external commitments to Mavi’s Board to the independent
of board members. of Directors with members. This does
Shareholders are informed X their professional not give rise to any
of board members' external and sector specific conflict of interest
commitments at the experience, imposing within the Company.
General Shareholders' restrictions on their
In accordance with
Meeting. external duties is not
the working principles
deemed necessary.
of the committees, the
Prior to each General 4.5.6-Committees have
committees may make
Assembly, the curricula invited persons to the
X use of the opinions
vitae of the board meetings as deemed
of the independent
members and their necessary to obtain their
experts. During the
duties external views.
past year, no such
to the Company
request was brought
are submitted for
up by the committees.
the attention of
shareholders. 4.5.7-If external consultancy
There has not
services are used, the
X been any external
independence of the
consultancy services
provider is stated in the
used.
annual report.
Not
Yes Partial No Exempted Applicable Explanation 1. SHAREHOLDERS
4.5.8-Minutes of all 1.1. Facilitating the Exercise of Shareholders Rights
committee meetings are X Investor Relations Department
kept and reported to board attended 11 virtual investor
members. conferences meeting local and
international investors and held
4.6. FINANCIAL RIGHTS The number of investor meetings (conference, seminar/
over 200 teleconferences. At
etc.) organised by the company during the year
4.6.1-The Board of Directors these events and meetings, the
No specific study Company had contact with 330
has conducted a board
was conducted at investors and analysts from 114
performance evaluation
X board level regarding local or international institutions.
to review whether it
performance
has discharged all its 1.2. Right to Obtain and Examine Information
evaluation.
responsibilities effectively.
The number of special audit request(s) -
4.6.4-The company did The number of special audit requests that were accepted
-
not extend any loans to its at the General Shareholders' Meeting
board directors or executives,
1.3. General Assembly
nor extended their lending
period or enhanced the Link to the PDP announcement that demonstrates the https://www.kap.org.tr/tr/
amount of those loans, or information requested by Principle 1.3.1. (a-d) Bildirim/922248
X
improve conditions thereon, Whether the company provides materials for the General
and did not extend loans Shareholders' Meeting in English and Turkish at the same Yes
under a personal credit title time
by third parties or provided
guarantees such as surety in The links to the PDP announcements associated with the
favour of them. transactions that are not approved by the majority of
There is no such transaction
independent directors or by unanimous votes of present
The General board members in the context of Principle 1.3.9
Assembly determines The links to the PDP announcements associated with
remuneration rates related party transactions in the context of Article 9 of the There is no such transaction
payable to members Communique on Corporate Governance (II-17.1)
of Mavi’s Board of
4.6.5-The individual Directors. In line with The links to the PDP announcements associated with https://www.kap.org.tr/tr/
remuneration of board general practice, common and continuous transactions in the context of Bildirim/941720
X
members and executives total amount of Article 10 of the Communique on Corporate Governance https://www.kap.org.tr/tr/
is disclosed in the annual remunerations of (II-17.1) Bildirim/963886
report. board members and
senior executives are The name of the section on the corporate website that Corporate Governance - Policies
disclosed to the public demonstrates the donation policy of the company and Ethics
in the Company’s
financial table The relevant link to the PDP with minute of the General
https://www.kap.org.tr/tr/
footnotes. Shareholders' Meeting where the donation policy has
Bildirim/680430
been approved
The number of the provisions of the articles of association GENERAL ASSEMBLY MEETINGS
that discuss the participation of stakeholders to the Article 10-e
General Shareholders' Meeting Percentage of shares directly present at the GSM 0,0000003%
According to the General Percentage of shares represented by proxy 65,05%
Assembly internal directive
article 5, press members, guests Specify the name of the page of the corporate website
Identified stakeholder groups that participated in the that have been invited by the that contains the General Shareholders' Meeting minutes, Corporate Governance / General
General Shareholders' Meeting, if any management and other persons and also indicates for each resolution the voting levels for Assembly
for whom the Meeting Chairman or against
permits can attend the General Specify the name of the page of the corporate website
Meetings Corporate Governance / General
that contains all questions asked in the general assembly
Assembly
1.4. Voting Rights meeting and all responses to them
Whether the shares of the company have differential The number of the relevant item or paragraph of General
No Shareholders' Meeting minutes in relation to related party -
voting rights
transactions
In case that there are voting privileges, indicate the owner
- The number of declarations by insiders received by the
and percentage of the voting majority of shares. 0
board of directors
The percentage of ownership of the largest shareholder 9,06%
The link to the related PDP general shareholder meeting https://www.kap.org.tr/tr/
1.5. Minority Rights
notification Bildirim/931749
If yes, specify the relevant provision of the articles of
No
association.
1.6. Dividend Right 2. DISCLOSURE AND TRANSPARENCY
The name of the section on the corporate website that Corporate Governance - Policies 2.1. Corporate Website
describes the dividend distribution policy and Ethics
Financial Reports and
Minutes of the relevant agenda item in case the Board Specify the name of the sections of the website providing Presentations, Annual Report,
of Directors proposed to the general assembly not to the information requested by the Principle 2.1.1. Announcements, Corporate
-
distribute dividends, the reason for such proposal and Governance
information as to use of the dividend.
If applicable, specify the name of the sections of the
Corporate Governance
PDP link to the related general shareholder meeting website providing the list of shareholders (ultimate
-Shareholder Structure and
minutes in case the board of directors proposed to the - beneficiaries) who directly or indirectly own more than 5%
Subsidiaries
general assembly not to distribute dividends of the shares.
GENERAL ASSEMBLY MEETINGS List of languages for which the website is available Turkish, English
Not
Fatma Elif Not
4. BOARD OF DIRECTORS-I Executive independent 12/01/1994 - Not applicable Not applicable
Akarlılar applicable
director
4.2. Activity of the Board of Directors https://www.
Ahmet Fadıl Non independent kap.org.tr/tr/
Date of the last Board evaluation conducted - 17/07/2017 Considered No Yes
Ashaboğlu executive director Bildirim/
922248
Whether the Board evaluation was externally facilitated No
https://www.
Whether all board members released from their duties at Nevzat Non independent kap.org.tr/tr/
Yes 17/07/2017 Considered No No
Aydın executive director Bildirim/
the GSM 922248
Name(s) of the board member(s) with specific delegated No delegation was made among https://
duties and authorities, and descriptions of such duties the board members Yonca Non independent www.kap.org.tr
28/04/2021 Considered No No
Dervişoğlu executive director /tr/Bildirim/
Number of reports presented by internal auditors to the 922248
4
Audit Committee or any relevant committee to the Board
Specify the name of the section or page number of the
Annual Report Corporate
Annual Report that provides the summary of the review of
Governance Section
the effectiveness of internal controls
Name of the Chairman Ragıp Ersin Akarlılar
Name of the CEO Ahmet Cüneyt Yavuz
If the CEO and Chair functions are combined: provide
the link to the relevant PDP announcement providing the -
rationale for such combined roles
Link to the PDP notification stating that any damage that
may be caused by the members of the Board of Directors https://www.kap.org.tr/tr/
during the discharge of their duties is insured for an Bildirim/923994
amount exceeding 25% of the company's capital
The name of the section on the corporate website that
demonstrates current diversity policy targeting women -
directors
The number and ratio of female directors within the Board 2 board member - 1/3
of Directors
4. BOARD OF DIRECTORS-III
4.5. Board Committees-II
Specify where the activities of the Audit Committee are
Annual Report Corporate
presented in your annual report or website (Page number
Governance Section
or section name in the Annual Report/website)
Specify where the activities of the Corporate Governance
Committee are presented in your annual report or website Annual Report Corporate
(Page number or section name in the Annual Report/ Governance Section
website)
Specify where the activities of the Nomination Committee
Annual Report Corporate
are presented in your annual report or website (Page
Governance Section
number or section name in the Annual Report/website)
Specify where the activities of the Early Detection of
Risk Committee are presented in your Annual Report or Annual Report Corporate
website (Page number or section name in the annual Governance Section
report/website)
Specify the section of website where Remuneration Policy Corporate Governance - Policies
for executive and non-executive directors are presented. and Ethics
Specify where the individual remuneration for board Annual Report Corporate
members and senior executives are presented in your Governance Section
Annual Report (Page number or section name in the
Annual Report)
Committee of Early
66,6% 33,3% 4 6
Detection of Risk
Corporate Governance
66,6% 33,3% 2 5
Committee
226
06
INDEPENDENT
AUDITORS REPORT
& CONSOLIDATED
FINANCIAL
STATEMENTS
14 March 2022
This report includes 6 pages of independent auditor’s report and 80 pages of consolidated financial statements together
with their explanatory notes.
Audited Audited
Notes 31 January 2022 31 January 2021
ASSETS
Note Disclosure Pages
1 Reporting entity 246-247 Current assets
2 Basis of presentation of financial statements 248-295 Cash and cash equivalents 4 1,508,641 893,483
3 Operating segments 296
Trade receivables 394,487 231,378
4 Cash and cash equivalents 297
5 Loans and borrowings 298-301 - Due from third parties 7 394,487 231,378
6 Related party 301-304 Other receivables 33,211 9,680
7 Trade receivables and payables 305-306
8 Other receivables and payables 307-308 - Due from third parties 8 33,211 9,680
9 Inventories 309 Inventories 9 751,398 560,084
10 Prepayments and deferred revenues 310-311
11 Property and equipment 312-313
Derivatives 32 28,882 --
12 Intangible assets 314-315 Prepayments 10 120,666 50,326
13 Goodwill 316-318
- Due from related parties 6 86,982 25,869
14 Right of use assets 319-320
15 Provisions, contingent assets and liabilities 321-323 - Due from third parties 33,684 24,457
16 Commitments 324-326
Current tax assets 30 7,453 17,738
17 Employee benefits 326-327
18 Payables to employees 328 Other current assets 19 11,445 24,055
19 Other assets and liabilities 328
Total current assets 2,856,183 1,786,744
20 Capital, reserves and other capital reserves 329-331
21 Revenue 332
22 Cost of sales 332
23 Administrative expenses, selling and marketing expenses 333
24 Research and development expenses 334
Non-current assets
25 Other income and expense 334-335 Other receivables 6,354 3,190
26 Gains and losses from investment activities 335
27 Expenses by nature 336-337 - Due from third parties 8 6,354 3,190
28 Finance income 337 Property and equipment 11 258,987 197,679
29 Finance costs 338
30 Income taxes 338-348 Right of use assets 14 450,505 435,019
31 Earnings per share 349 Intangible assets 473,907 262,718
32 Derivatives 349
33 Financial instruments 350-352 - Other intangible assets 12 130,889 73,773
34 Nature and level of risks related to financial instruments 353-364 - Goodwill 13 343,018 188,945
35 Financial risk management 364-365
36 Important developments related to the current period 365-366 Prepayments 7 149
37 Subsequent events 366 - Due from third parties 10 7 149
Supplementary Information Deferred tax assets 30 49,361 22,251
Appendix 1 Ebitda Reconciliation 367 Total non-current assets 1,239,121 921,006
Appendix 2 Effect of IFRS 16 on Financial Statements 368
TOTAL ASSETS 4,095,304 2,707,750
The accompanying notes from an integral part of these consolidated financial statements.
Trade payables 1,188,646 638,195 Remeasurement of defined benefit liability (12,293) (6,245)
- Due to related parties 6 212,803 156,296 Other comprehensive income to be reclassified to profit
or loss 375,518 134,853
- Due to third parties 7 975,843 481,899
Foreign currency translation reserve 353,279 141,733
Payables to employees 18 100,056 38,863
Hedging reserve 22,239 (6,880)
Other payables 19,019 4,047
Legal reserves 19,771 19,771
- Due to related parties 6 41 176
Retained earnings 317,166 342,930
- Due to third parties 8 18,978 3,871
Net Income 400,441 4,583
Deferred revenue 10 29,826 18,150
Non-controlling interests 78,854 24,217
Provisions 43,303 19,813
- Provisions for employee benefits 15 8,773 4,144
Total equity 1,193,357 534,009
- Other provisions 15 34,530 15,669
Derivatives 32 -- 8,601
TOTAL EQUITY AND LIABILITIES 4,095,304 2,707,750
Current tax liabilities 30 51,501 6,307
Other current liabilities 19 18,119 12,484
Total current liabilities 2,570,373 1,786,006
Non-current liabilities
Loans and borrowings 5 -- 105,569
Long term contractual lease liabilities 5 276,630 260,044
- Due to related parties 6 330 2,189
- Due to third parties 276,300 257,855
Deferred revenue 10 730 1,425
Payables to employees 19,921 --
Provisions 23,176 9,081
- Provisions for employee benefits 15,17 23,176 9,081
Deferred tax liabilities 30 11,117 11,616
Total non-current liabilities 331,574 387,735
TOTAL LIABILITIES 2,901,947 2,173,741
The accompanying notes from an integral part of these consolidated financial statements. The accompanying notes from an integral part of these consolidated financial statements.
Other operating income 25 47,761 20,542 Cash flow hedging reserves 37,482 (9,815)
Other operating expenses (-) 25 (7,162) (2,901) - Deferred tax income/expense 30 (8,363) 1,988
Operating profit 698,640 90,642 Other comprehensive income net of tax 266,677 48,302
Gains from investment activities 26 158 -- Total comprehensive income 689,695 56,345
Finance costs (-) 29 (322,896) (244,602) Owners of the Company 635,058 49,568
The accompanying notes from an integral part olidated financial statements. The accompanying notes from an integral part of these consolidated financial statements.
Total equity
477,664
--
56,345
534,009
534,009
--
(30,347)
689,695
1,193,357
Cash flow from operating activities Notes 31 January 2022 31 January 2021
Net profit for the year 423,018 8,043
Adjustments for:
Depreciation and amortization expense 11,12,14,27 358,049 311,665
Attributable Attributable
to non-
controlling
interest
17,440
--
6,777
24,217
24,217
--
--
54,637
78,854
Finance income 28 (134,294) (158,201)
Finance costs 29 298,560 222,121
Provision for unused vacation 15 3,722 1,227
Provision for employee severance indemnity 17 19,996 4,925
to owners
of the
Company
460,224
--
49,568
509,792
509,792
--
(30,347)
635,058
1,114,503
94,844
94,844 (94,844)
4,583
4,583
4,583
(4,583)
--
Short term and long-term provisions 15 10,006 (589)
-- 400,441
317,166 400,441
Retained earnings
947 248,086
--
342,930
342,930
4,583
(30,347)
1,280,126 449,421
The accompanying notes from an integral part of these consolidated financial statements.
Changes in:
Change in trade receivables (177,430) (6,628)
Hedging
reserve
--
(7,827)
(6,880)
(6,880)
--
--
29,119
22,239
Other comprehensive
reclassified to profit
88,013
--
53,720
141,733
141,733
--
--
211,546
Change in other current and non-current assets 12,610 (6,329)
353,279 Change in employee benefits liabilities 81,114 4,149
Change in trade payables 500,421 87,584
Change in payables to related parties 56,372 (40,458)
Remeasurement
of defined
benefit liability
(5,337)
--
(908)
(6,245)
(6,245)
--
--
(6,048)
(12,293)
income that will
not reclassified
to profit or loss
(35,757)
--
--
(35,757)
(35,757)
--
--
--
(35,757)
19,771
--
--
19,771
19,771
--
--
--
19,771
49,657
--
--
49,657
49,657
--
--
--
49,657
Cash and cash equivalents at the beginning of the year 4 889,875 310,838
Cash and cash equivalents at the end of the year 4 1,505,633 889,875
Transfers
Transfers
2022
2021
The accompanying notes from an integral part of these consolidated financial statements.
Akarlılar. operations as of 31 October 2015. Mavi Kazakhstan financials have not been
consolidated since its operations insignificant in terms of consolidated financial
The consolidated financial statements as at 31 January 2022 include financial position statements, as of 31 January 2022.
and the results of Mavi Giyim, Mavi Europe AG (“Mavi Europe”), Mavi Nederland BV (“Mavi
Nederland”) and Mavi LLC (“Mavi Russia”), Eflatun Giyim Yatırım Ticaret Anonim Şirketi As of 31 January 2022, Group’s total number of employees is 5,111 (31 January 2021:
(“Eflatun Giyim”), Mavi Jeans Incorporated (“Mavi Canada”), Mavi Jeans Incorporated 4,060).
(“Mavi United States of America (“USA”), Mavi Kazakhstan LLP and its subsidiaries are
referred here as the “Group” and individually “the Group entity” in this report.
The consolidated financial statements have been prepared in accordance with The table below summarises functional currencies of the Group entities.
International Financial Reporting Standards (IFRS) issued by the IASB.
Company Functional currency
The consolidated financial statements were authorised for issue by the Board of
Directors on 15 March 2021. General Assembly and other regulatory instutitions have
Mavi Giyim TL
the authority to modify the consolidated financial statements.
Mavi Europe Euro (“EUR”)
Mavi Nederland EUR
(b) Basis of measurement
Mavi Russia Rouble (“RBL”)
A number of the Group’s accounting policies and disclosures require the measurement Eflatun Giyim TL
of fair values, for both financial and non-financial assets and liabilities. The consolidated Mavi USA US Dollars (“USD”)
financial statements have been prepared on the historical cost basis except for
Mavi Canada Canada Dollars (“CAD”)
derivative financial instruments which are measured at fair value. The methods used
to measure fair values are discussed further in Note 2.5 (q).
(d) Use of judgements and estimates
(c) Functional and presentation currency In preparing these consolidated financial statements management has made
The Company maintains its books of account and prepares its statutory financial judgements, estimates, and assumptions that affects the application of the Group’s
statements in Turkish Lira (“TL”) which is the Company’s functional currency. The accounting policies and the reported amounts of assets, liabilities, income, and
foreign subsidiaries maintain their books of account in accordance with the laws and expenses. Actual results may differ from these estimates.
regulations in force in the countries in which they are registered.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to
These accompanying consolidated financial statements are presented in TL which is estimates are recognized prospectively.
the Company’s functional currency except when the otherwise indicated.
Information about assumptions and estimation uncertainties that have a risk of
resulting in a material adjustment is included in the following notes:
2 Basis of presentation of financial statements (continued) 2 Basis of presentation of financial statements (continued)
2.1 Basis of presentation (continued) 2.2 Basis of consolidation
(d) Use of judgements and estimates (continued) The Group has consistently applied the following accounting policies to all periods
presented in these consolidated financial statements.
• Note 10 Deferred revenue: Estimation of loyalty credits that can be
redeemed in the next years The accompanying consolidated financial statements include the accounts of the
parent company and its subsidiaries on the basis set out in the section below.
• Note 11 and 12 Property equipment and and intangibles: Useful lives.
Subsidiaries are consolidated based on the following methods:
• Note 12 and 13 Impairment of intangible assets including goodwill: Key
assumptions, underlying recoverable amounts.
Ɋ Mavi Russia, Mavi Nederland and Mavi Europe are fully consolidated without
• Note 15 and 17 Provision for employee termination benefits: Key actuarial non-controlling interest.
assumptions.
Ɋ Eflatun Giyim, Mavi Canada and Mavi USA are fully consolidated. Non-
• Note 15 Provisions for sales returns: Estimation of return, provision for controlling interest has been accounted for Eflatun.
upcoming months using the historical data.
(a) Business combinations
Restatement of financial statements during periods of high inflation The Group accounts for business combinations using the acquisition method when
control is transferred to the Group. The consideration transferred in the acquisition
In accordance with the CMB’s decision dated 17 March 2005 and numbered 11/367, is generally measured at fair value, as are the identifiable net assets acquired. Any
for companies operating in Turkey and preparing financial statements in accordance goodwill that arises is tested annually for impairment (see 2.5 (f)). Transactions costs,
with Turkish Financial Reporting Standards, the application of inflation accounting has other than those associated with the issuance of debt or equity securities, that the
been terminated as of 1 January 2005. Accordingly, as of 1 January 2005, the Standard Group incurs in connection with a business combination are expensed as incurred.
No. 29 “Financial Reporting in Hyperinflationary Economies” (“TAS 29”) has not been
applied The consideration transferred does not include amounts related to the settlement of
pre-existing relationships. Such amounts are generally recognized in profit or loss.
As per the announcement published by the Public Oversight, Accounting and Auditing
Standards Authority (“POA”) on 20 January 2022, since the cumulative change in the Any contingent consideration is measured at fair value at the date of acquisition. If
general purchasing power of the last three years has been 74.41% according to the an obligation to pay contingent consideration that meets the definition of a financial
Consumer Price Index (“CPI”) rates, it has been stated that entities applying the Turkish instrument is classified as equity, then it is not remeasured and settlement is accounted
Financial Reporting Standards (“TFRS”) are not required to make any restatements in for within equity. Otherwise, other contingent consideration is remeasured at fair value
their financial statements for 2021 within the scope of TAS 29 “Financial Reporting in at each reporting date and subsequent changes in the fair value of the contingent
High Inflation Economies”. consideration are recognised in profit or loss.
2 Basis of presentation of financial statements (continued) 2 Basis of presentation of financial statements (continued)
2.2 Basis of consolidation (continued) 2.2 Basis of consolidation (continued)
(a) Business combinations (continued) (e) Acquisitions from entities under common control
If share-based payment awards (replacement awards) are required to be exchanged Business combinations arising from transfers of interests in entities that are under the
for awards held by the acquiree’s employees (acquiree’s awards), then all or a portion control of the shareholder that controls the Company are accounted for as if the
of the amount of the acquirer’s replacement awards is included in measuring the acquisition had occurred at the beginning of the earliest comparative year presented
consideration transferred in the business combination. This determination is based on or, if later, at the date that common control was established; for this purpose
the market-based measure of the replacement awards compared with the market- comparative periods are restated. The restatement does not extend to periods during
based measure of the acquiree’s awards and the extent to which the replacement which the entities were not under common control. The assets and liabilities acquired
awards relate to pre-combination service. are recognised at the carrying amounts recognised previously in the Company’s
controlling shareholder’s consolidated financial statements. The components of equity
(b) Subsidiaries of the acquired entities are added to the same components within the Company
Subsidiaries are entities controlled by the Group. The Group controls an entity when it equity and any gain/loss arising is recognised directly in equity.
is exposed to, or has right to, variable returns from its involvement with the entity and
(f) Foreign currency
has the ability to affect those returns through its power over the entity. The financial
statements of subsidiaries are included in the consolidated financial statements from i) Foreign currency transactions
the date that control commences until the date that control ceases.
Transactions in foreign currencies are translated into the respective functional currencies
(c) Non-controlling interests of Group companies at the exchange rates at the dates of the transactions.
2 Basis of presentation of financial statements (continued) 2 Basis of presentation of financial statements (continued)
(f) Foreign currency (continued) (f) Foreign currency (continued)
i) Foreign currency transactions (continued) ii) Foreign operations (continued)
However, foreign currency differences arising from the translation of the following items The Group and subsidiaries use either TL, EUR, RUB, USD or CAD as functional currencies
are recognised in OCI: since these currencies are used to a significant extent in, or have a significant impact
on, the operations of the related Group and subsidiaries and reflect the economic
Ɋ an investment in equity securities designated as at FVOCI (except on impairment,
substance of the underlying events and circumstances relevant to these entities.
in which case foreign currency differences that have been recognised in OCI are
reclassified to profit or loss); All currencies other than the currency selected for measuring items in the financial
statements are treated as foreign currencies. Accordingly, transactions and balances
Ɋ a financial liability designated as a hedge of the net investment in a foreign
not already measured in the functional currency have been re-measured to the related
operation to the extent that the hedge is effective; and
functional currencies. The Group uses TL as the reporting currency.
Ɋ qualifying cash flow hedges to the extent that the hedges are effective.
The financial statements of subsidiaries that report in the currency of an economy
ii) Foreign operations formerly accepted as hyperinflationary (Turkey) are restated in terms of the measuring
The assets and liabilities of foreign operations, including goodwill and fair value unit current at the reporting dates as the reporting currency. The above-mentioned
adjustments arising on acquisition, are translated into TL at exchange rates at the decision dated 17 March 2005 as a result of the application of hyperinflation accounting
reporting date. The income and expenses of foreign operations are translated via ended as of 31 December 2005 and TL came off as not highly inflationary status for
monthly average exchange rates. the period beginning after 1 January 2006.
The foreign currency exchange rates as at balance sheet date of the related periods
Foreign currency differences are recognised in other comprehensive income and
are as follows:
accumulated into the translation reserve, except to the extent that the translation
difference is allocated to NCI.
31 January 2022 31 January 2021
TL / EUR 14.9676 8.8718
When a foreign operation is disposed of in its entirety or partially such that control,
TL / USD 13.4015 7.3216
significant influence or joint control is lost, the cumulative amount in the translation
reserve related to that foreign operation is reclassified to profit or loss as part of the TL / RUB 0.1719 0.0957
gain or loss on disposal. If the Group disposes of part of its interest in a subsidiary but TL / CAD 10.5121 5.6936
retains control, then the relevant proportion of the cumulative amount is reattributed
to non-controlling interests. When the Group disposes off only part of its investment
in an associate or joint venture while retaining significant influence or joint control, the
relevant proportion of the cumulative amount is reclassified to profit or loss.
2 Basis of presentation of financial statements (continued) 2 Basis of presentation of financial statements (continued)
(f) Foreign currency (continued) 2.4 Changes in accounting estimates and errors (continued)
ii) Foreign operations (continued)
Comparative information and restatement of prior period financial statements
The foreign average currency exchange rates for the related periods are as follows: In the current year, the Group has reclassified a certain comparative balance in order
to conform to current year’s presentation. The nature, amount and reason for the
reclassifications is described below:
1 February 2021 – 1 February 2020 –
31 January 2022 31 January 2021
Ɋ Time deposit interest accrual amounting to TL 3,608, which was accounted as
TL / EUR 10.9760 8.2200 other receivables in the consolidated statement of financial position for the
TL / USD 9.3764 7.1282 accounting period ending on 31 January 2021, is reclassified to “cash and cash
TL / RUB 0.1262 0.0967 equvalents” in comparative financial statements.
TL / CAD 7.4663 5.3333 The reclassification has no impact on the profit for the period ended on 31 January
2021.
2.3 Change in significant accounting policies
2.5 Summary of significant accounting policies
The Group has consistently applied the following accounting policies to all periods
presented in these consolidated financial statements. Material changes in accounting Certain comparative amounts in the statement of financial position and profit or
policies and material accounting errors are adjusted retrospectively and prior period’s loss and other comprehensive income have been reclassified or represented, either
consolidated financial statements are restated. as a result of correction of errors or change in classification to conform current year
presentation.
2.4 Changes in accounting estimates and errors
The Group has consistently applied the following accounting policies to all periods
Changes in accounting policies or accounting errors are applied retrospectively
presented in these consolidated financial statements, except the initial application of
and the consolidated financial statements of the previous periods are restated.
IFRS 16.
If estimated changes in accounting policies are for only one period, changes are
applied on the current year but if the estimated changes effect the following periods, (a) Leases
changes are applied both on the current and following years prospectively. When a
significant accounting error is identified, it is corrected retrospectively and the prior The Group has applied IFRS 16 as of 1 February 2019 using the modified retrospective
year consolidated financial statements are restated. approach and therefore the comparative information has not been restated and
continues to be reported under IAS 17 and IFRS Interpretation 4. The details of
accounting policies under IAS 17 and IFRS Interpretation 4 are disclosed separately.
2 Basis of presentation of financial statements (continued) 2 Basis of presentation of financial statements (continued)
2.5 Summary of significant accounting policies (continued) 2.5 Summary of significant accounting policies (continued)
(a) Leases (continued) (a) Leases (continued)
At inception of a contract, the Group assesses whether a contract is, or contains, a As a lessee (continued)
lease. A contract is, or contains, a lease if the contract conveys the right to control the
The Group determines its incremental borrowing rate by obtaining interest rates from
use of an identified asset for a period of time in exchange for consideration. To assess
various external financing sources and makes certain adjustments to reflect the terms
whether a contract conveys the right to control the use of an identified asset, the
of the lease and type of the asset leased.
Group uses the definition of a lease in IFRS 16.
This policy is applied to contracts entered into, on or after 1 February 2019. Lease payments included in the measurement of the lease liability comprise the
following:
As a lessee
The Group recognises a right-of-use asset and a lease liability at the lease Ɋ Fixed payments, including in-substance fixed payments;
commencement date. The right-of-use asset is initially measured at cost, which Ɋ Amounts expected to be paid by the lessee under residual value commitments
comprises the initial amount of the lease liability adjusted for any lease payments
made at or before the commencement date, plus any initial direct costs incurred and The right-of-use asset is initially measured at cost, and subsequently measured at fair
an estimate of costs to dismantle and remove the underlying asset or to restore the value, in accordance with the Group’s accounting policies.
underlying asset or the site on which it is located, less any lease incentives received.
The lease liability is measured at amortised cost using the effective interest method. It
The right-of-use asset is subsequently depreciated using the straight-line method is remeasured when there is a change in future lease payments arising from a change
from the commencement date to the end of the lease term, unless the lease transfers in an index or rate, if there is a change in the Group’s estimate of the amount expected
ownership of the underlying asset to the Group by the end of the lease term or the cost to be payable under a residual value guarantee, if the Group changes its assessment
of the right-of-use asset reflects that the Group will exercise a purchase option. In that of whether it will exercise a purchase, extension or termination option or if there is a
case the right-of-use asset will be depreciated over the useful life of the underlying revised in-substance fixed lease payment.
asset, which is determined on the same basis as those of property and equipment. In
When the lease liability is remeasured in this way, a corresponding adjustment is made
addition, the right-of-use asset is periodically reduced by impairment losses, if any,
to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the
and adjusted for certain remeasurements of the lease liability.
carrying amount of the right-of-use asset has been reduced to zero.
The lease liability is initially measured at the present value of the lease payments that The Group has elected not to recognise right-of-use assets and lease liabilities for
are not paid at the commencement date, discounted using the interest rate implicit leases of low-value assets. The Group recognises the lease payments associated with
in the lease or, if that rate cannot be readily determined, the Group’s incremental these leases as an expense on a straight-line basis over the lease term.
borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount
rate.
2 Basis of presentation of financial statements (continued) 2 Basis of presentation of financial statements (continued)
2.5 Summary of significant accounting policies (continued) 2.5 Summary of significant accounting policies (continued)
(b) Property and equipment c) Intangible assets and goodwill
Items of property and equipment are measured at cost including borrowing costs-less Goodwill
accumulated depreciation and any accumulated impairment losses.
Goodwill arising on the acquisition of subsidiaries is measured at cost less accumulated
When parts of an item of property and equipment have different useful lives, they are impairment losses. A cash-generating unit to which goodwill has been allocated is
accounted for as separate items (major components) of property and equipment. Any tested for impairment annually, or more frequently when there is an indication that the
gain and loss on disposal of an item of property and equipment is recognised in profit unit may be impaired. If the recoverable amount of the cash-generating unit is less
or loss and presendet under gains/losses from investment activities. than its carrying amount, the impairment loss is allocated first to reduce the carrying
amount of any goodwill allocated to the unit and then to the other assets of the unit
(ii) Subsequent expenditure pro rata based on the carrying amount of each asset in the unit. Any impairment loss for
goodwill is recognized directly in profit or loss in the consolidated [statement of profit
Subsequent expenditure is capitalised only if it is probable that the future economic or loss/statement of profit or loss and other comprehensive income]. An impairment
benefits associated with the expenditure will flow to the Group. Ongoing repairs and loss recognized for goodwill is not reversed in subsequent periods.
maintenance are expensed as incurred.
On disposal of the relevant cash-generating unit, the attributable amount of goodwill
(iii) Depreciation is included in the determination of the profit or loss on disposal.
Property and equipment are depreciated from the date they are available for use.
Intangible assets recognised in a business combination
Depreciation is calculated to write off the cost of items of property and equipment
less their estimated residual values using the straight line method over their estimated Customer relationships arising from the business acquisitions were recognized at their
useful lives, and is generally recognised in profit, or loss. fair values.
Leased assets are depreciated over the shorter of the lease term and their useful lives Other intangible assets
unless it is reasonably certain that the Group will obtain ownership by the end of lease
term. Land is not subject to depreciation. Other intangible assets that are acquired by the Group, which have finite useful lives,
The estimated useful lives for the current and comparative periods are as follows: are measured at cost less accumulated amortisation and accumulated impairment
losses.
Ɋ Vehicles (5) years
Ɋ Furniture and fixtures (3 – 15) years (ii) Subsequent expenditures
Ɋ Leasehold improvements shorter of (1 – 10) years or lease term
Subsequent expenditure is capitalised only when it increases the future economic
Depreciation methods, useful lives and residual values are reviewed at each reporting benefits embodied in the specific asset to which it relates. All other expenditure is
date and adjusted if appropriate. recognised in profit or loss as incurred.
2 Basis of presentation of financial statements (continued) 2 Basis of presentation of financial statements (continued)
2.5 Summary of significant accounting policies (continued) 2.5 Summary of significant accounting policies (continued)
c) Intangible assets and goodwill (continued) (e) Financial instruments (continued)
Except for goodwill, intangible assets are amortised on a straight-line basis in profit A financial asset (unless it is a trade receivable without a significant financing
or loss over their estimated useful lives, from the date that they are available for use. component) or financial liability is initially measured at fair value plus, for an item not
at FVTPL, transaction costs that are directly attributable to its acquisition or issue. A
The estimated useful lives for the current and comparative periods are as follows: trade receivable without a significant financing component is initially measured at the
transaction price.
Ɋ Trademark (15) years
Ɋ Licenses (3–5) years (ii) Classification and subsequent measurement
Ɋ Customer relationships (9-15) years
On initial recognition, a financial asset is classified as measured at: amortised cost;
Amortisation methods, useful lives and residual values are reviewed at each reporting
FVOCI – debt investment; FVOCI – equity investment; or FVTPL.
date and adjusted if appropriate.
(d) Inventories Financial assets are not reclassified subsequent to their initial recognition unless the
Company changes its business model for managing financial assets, in which case all
Inventories are measured at the lower of cost or net realizable value. affected financial assets are reclassified on the first day of the first reporting period
following the change in the business model.
The cost of inventories is based on first-in first-out principle, and includes expenditure
incurred for the purchase and bringing the items to their current condition. Net A financial asset is measured at amortized cost if it meets both of the following
realizable value is the estimated selling price, in the ordinary course of business, less conditions and is not designated as at FVTPL:
estimated costs of completion and estimated costs to sell. Net realizable value write-
downs are evaluated in product groups and for particular seasons such as fall/winter Ɋ it is held within a business model whose objective is to hold assets to collect
and spring/summer. contractual cash flows; and
Ɋ its contractual terms give rise on specified dates to cash flows that are solely
(e) Financial instruments
payments of principal and interest on the principal amount outstanding.
(i) Recognition and initial measurement
On initial recognition of an equity investment that is not held for trading, the Group
Trade receivables and debt securities issued are initially recognised when they are
may irrevocably elect to present subsequent changes in the investment’s fair value in
originated. All other financial assets and financial liabilities are initially recognised
OCI. This election is made on an investment-by-investment basis.
when the Group becomes a party to the contractual provisions of the instrument.
2 Basis of presentation of financial statements (continued) 2 Basis of presentation of financial statements (continued)
2.5 Summary of significant accounting policies (continued) 2.5 Summary of significant accounting policies (continued)
(e) Financial instruments (continued) (e) Financial instruments (continued)
(ii) Classification and subsequent measurement (continued) (ii) Classification and subsequent measurement (continued)
All financial assets not classified as measured at amortised cost or FVOCI as described Transfers of financial assets to third parties in transactions that do not qualify for
above are measured at FVTPL. On initial recognition, the Group may irrevocably derecognition are not considered sales for this purpose, consistent with the Group’s
designate a financial asset that otherwise meets the requirements to be measured at continuing recognition of the assets.
amortised cost or at FVOCI as at FVTPL if doing so eliminates or significantly reduces
an accounting mismatch that would otherwise arise. Financial assets that are held for trading or are managed and whose performance is
evaluated on a fair value basis are measured at FVTPL.
Financial assets – Business model assessment
Financial assets – Assessment whether contractual cash flows are solely
The Group makes an assessment of the objective of the business model in which a
payments of principal and interest
financial asset is held at a portfolio level because this best reflects the way the business
is managed and information is provided to management. The information considered For the purposes of this assessment, ‘principal’ is defined as the fair value of the financial
includes: asset on initial recognition. ‘Interest’ is defined as consideration for the time value of
money and for the credit risk associated with the principal amount outstanding during
Ɋ the stated policies and objectives for the portfolio and the operation of those
a particular period of time and for other basic lending risks and costs (e.g. liquidity risk
policies in practice. These include whether management’s strategy focuses on
and administrative costs), as well as a profit margin.
earning contractual interest income, maintaining a particular interest rate profile,
matching the duration of the financial assets to the duration of any related liabilities
In assessing whether the contractual cash flows are solely payments of principal and
or expected cash outflows or realising cash flows through the sale of the assets;
interest, the Group considers the contractual terms of the instrument. This includes
Ɋ the purpose of the business model; managing daily liquidity needs, maintaining assessing whether the financial asset contains a contractual term that could change
a certain interest yield, or aligning the maturity of financial assets with the maturity the timing or amount of contractual cash flows such that it would not meet this
of debts funding these assets. condition. In making this assessment, the Group considers:
Ɋ how the performance of the portfolio is evaluated and reported to the Company’s Ɋ contingent events that would change the amount or timing of cash flows;
management; Ɋ terms that may adjust the contractual coupon rate, including variable-rate
Ɋ the risks that affect the performance of the business model (and the financial features;
assets held within that business model) and how those risks are managed; Ɋ prepayment and extension features; and
Ɋ terms that limit the Group’s claim to cash flows from specified assets (e.g. non-
Ɋ how managers of the business are compensated – e.g. whether compensation recourse features).
is based on the fair value of the assets managed or the contractual cash flows
collected and the frequency, volume and timing of sales of financial assets in prior
periods, the reasons for such sales and expectations about future sales activity.
2 Basis of presentation of financial statements (continued) 2 Basis of presentation of financial statements (continued)
2.5 Summary of significant accounting policies (continued) 2.5 Summary of significant accounting policies (continued)
(e) Financial instruments (continued) (e) Financial instruments (continued)
(ii) Classification and subsequent measurement (continued) (ii) Classification and subsequent measurement (continued)
Financial assets – Subsequent measurement and gains and losses Financial assets – Subsequent measurement and gains and losses (continued)
A prepayment feature is consistent with the solely payments of principal and interest
criterion if the prepayment amount substantially represents unpaid amounts of principal These assets are subsequently measured at fair
and interest on the principal amount outstanding, which may include reasonable value. Interest income calculated using the effective
additional compensation for early termination of the contract. interest method, foreign exchange gains and losses
Debt investments at FVOCI and impairment are recognized in profit or loss.
Additionally, for a financial asset acquired at a discount or premium to its contractual par Other net gains and losses are recognized in OCI. On
derecognition, gains and losses accumulated in OCI
amount, a feature that permits or requires prepayment at an amount that substantially
are reclassified to profit or loss.
represents the contractual par amount plus accrued (but unpaid) contractual interest
(which may also include reasonable additional compensation for early termination) is These assets are subsequently measured at fair value.
treated as consistent with this criterion if the fair value of the prepayment feature is Dividends are recognized as income in profit or loss
insignificant at initial recognition. Equity investments at FVOCI
unless the dividend clearly represents a recovery of
part of the cost of the investment. Other net gains and
losses are recognized in OCI and are never reclassified
These assets are subsequently measured at fair to profit or loss.
value. Net gains and losses, including any interest or
Financial assets at FVTPL dividend income, are recognized in profit or loss. For Financial liabilities – Classification, subsequent measurement and gains and
derivatives identified as a hedging tool, see section
losses
(v) below.
These assets are subsequently measured at Financial liabilities are classified as measured at amortised cost or FVTPL. A financial
amortized cost using the effective interest method. liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it
The amortized cost is reduced by impairment losses. is designated as such on initial recognition. Financial liabilities at FVTPL are measured
Financial assets at amortized cost Interest income, foreign exchange gains and losses at fair value and net gains and losses, including any interest expense, are recognised
and impairment are recognized in profit or loss. Any in profit or loss. Other financial liabilities are subsequently measured at amortised
gain or loss on derecognition is recognized in profit or cost using the effective interest method. Interest expense and foreign exchange gains
loss. and losses are recognised in profit or loss. Any gain or loss on derecognition is also
recognised in profit or loss. For derivatives identified as a hedging tool, see section (v)
below.
2 Basis of presentation of financial statements (continued) 2 Basis of presentation of financial statements (continued)
2.5 Summary of significant accounting policies (continued) 2.5 Summary of significant accounting policies (continued)
(e) Financial instruments (continued) (e) Financial instruments (continued)
Finansal assets The Group uses derivative financial instruments for the purpose of hedging foreign
currency and interest rate risk. Embedded derivative instruments are separated from
The Group derecognizes a financial asset when the contractual rights to the cash flows the host contract and recognized separately when the underlying contract is not a
from the financial asset expire, or it transfers the rights to receive the contractual cash financial asset and met certain criteria.
flows in a transaction in which substantially all of the risks and rewards of ownership of
the financial asset are transferred or in which the Group neither transfers nor retains Derivatives are initially recognized at fair value. Subsequent to initial recognition of
substantially all of the risks and rewards of ownership and it does not retain control of derivative instruments, changes in fair value are recognized in profit or loss.
the financial asset.
The Group defines certain derivatives as hedging instruments in order to maintain the
The Group enters into transactions whereby it transfers assets recognized in its variability in the cash flows related to the high probability of realization arising from the
statement of financial position, but retains either all or substantially all of the risks changes in exchange rates and interest rates. The Group defines certain derivatives
and rewards of the transferred assets. In these cases, the transferred assets are not and non-derivative financial liabilities as hedging instruments for net investment in
derecognized. foreign operations.
Financial liabilities At the beginning of the hedge relationship, the Group makes a certification regarding
the risk management purpose and strategy that causes the hedging relationship and
The Group derecognizes a financial liability when its contractual obligations are
the operation of the enterprise. The Group also documents the economic relationship
discharged or cancelled, or expire. The Group also derecognizes a financial liability
between the hedged item and the hedging instrument, including whether the changes
when its terms are modified and the cash flows of the modified liability are substantially
in the cash flows of the hedged item and the hedging means are expected to offset
different, in which case a new financial liability based on the modified terms is
each other.
recognized at fair value.
Hedge accounting
On derecognition of a financial liability, the difference between the carrying amount
extinguished and the consideration paid (including any non-cash assets transferred If a derivative instrument is designed as a cash flow hedge hedging instrument, the
or liabilities assumed) is recognized in profit or loss. effective portion of the change in the fair value of the derivative instrument is recognized
in other comprehensive income and presented under equity in the hedging reserve.
(iv) Offsetting
The ineffective portion of the change in the fair value of the derivative is recognized
Financial assets and financial liabilities are offset and the net amount presented in the directly in profit or loss. The effective portion of the change in the fair value of the
statement of financial position when, and only when, the Group currently has a legally derivative instrument determined on the present value basis from the beginning of
enforceable right to set off the amounts and it intends either to settle them on a net the hedging relationship recognized in other comprehensive income is limited to the
basis or to realize the asset and settle the liability simultaneously. cumulative effect of the change in the fair value of the hedging instrument.
2 Basis of presentation of financial statements (continued) 2 Basis of presentation of financial statements (continued)
2.5 Summary of significant accounting policies (continued) 2.5 Summary of significant accounting policies (continued)
(e) Financial instruments (continued) (f) Impairment of assets
(v) Derivative financial instrument and hedge accounting (continued) (i) Non-derivative financial assets
In the cash flow hedge relationship, the group defines only the change in the spot item
Financial instruments and contract assets
of the forward contract as a means of hedging.
The Group recognizes loss allowances for ECLs on:
The Group, enters into forward contracts in order to hedge the foreign currency risk on Ɋ financial assets measured at amortized cost
product imports arising from the foreign currency differences between the purchase
order date and arrival date. The Group measures loss allowances at an amount equal to lifetime ECL, except for
the following, which are measured as 12-month ECL:
The change in the fair value of forward value of forward foreign exchange purchase Ɋ bank balances for which credit risk has not increased significantly since initial
contracts is recognized as hedging reserve as a hedging cost in equity as a hedging recognition.
cost. In the event that a non-financial asset or liability is subsequently recognized Loss allowances for trade receivables, other receivables, other assets and contract
in the financial statements, the amount accumulated in the hedging fund and the assets are always measured at an amount equal to lifetime ECL.
cost of hedging are included directly in the initial cost of the non-financial asset or
liability. For all other hedge transactions, the hedging reserve and the hedging cost When determining whether the credit risk of a financial asset has increased significantly
are classified in profit or loss in the hedging reserve in the period or periods when the since initial recognition and when estimating ECL, the Group considers reasonable and
estimated future cash flows are affected by profit or loss. supportable information that is relevant and available without undue cost or effort.
This includes both quantitative and qualitative information and analysis, based on the
The hedge accounting is discontinued in case the hedging relationship (or part of Group’s historical experience and informed credit assessment and including forward-
it) no longer meets the required criteria, the hedging instrument is expired or sold, looking information.
terminated or used. In case of discontinuation of cash flow hedge accounting, the
retained amount in the hedging fund shall continue to be classified under equity until The Group considers bank balances to have low credit risk when its credit risk rating is
the hedged estimate of the non-financial item is recorded; hedging cost is classified equivalent to the globally understood definition of ‘investment grade’.
as profit or loss in the periods in which the estimated future cash flows are affected by
profit or loss. If the expected future cash flows are no longer expected to materialize, The maximum period considered when estimating ECLs is the maximum contractual
the amount accumulated in the hedge fund and the cost of that fund are immediately period over which the Group is exposed to credit risk.
classified in profit or loss.
12-month expected credit losses are that result from possible default events within the
12 months after the reporting date.
The maximum period considered when estimating expected credit losses is the
maximum contractual period over which the Group is exposed to credit risk.
2 Basis of presentation of financial statements (continued) 2 Basis of presentation of financial statements (continued)
2.5 Summary of significant accounting policies (continued) 2.5 Summary of significant accounting policies (continued)
(f) Impairment of assets (continued) (f) Impairment of assets (continued)
(i) Non-derivative financial assets (continued) (i) Non-derivative financial assets (continued)
ECLs are a probability-weighted estimate of credit losses. Credit losses are measured The gross carrying amount of a financial asset is written off (either partially or in full)
as the present value of all cash shortfalls. to the extent that there is no realistic prospect of recovery. This is generally the case
when the Group determines that the debtor does not have assets or sources of income
ECLs are discounted at the effective interest rate of the financial asset. that could generate sufficient cash flows to repay the amounts subject to the write-
off. However, financial assets that are written off could still be subject to enforcement
For trade receivables, other receivables, other assets and contract assets the Group activities in order to comply with the Group’s procedures for recovery of amounts due.
applies the simplified approach to providing for expected credit losses prescribed
in IFRS 9, which requires the use of the lifetime expected loss provision for all trade Financial assets are written off when there is no reasonable expectation of recovery,
receivables. The Group performed the calculation of ECL rates separately for individual, such as a debtor failing to engage in a repayment plan with the Group. Where trade
corporate, public and wholesale customers. receivables, other receivables, other assets and contract assets have been written
off, the Group continues to engage in enforcement activity to attempt to recover the
The ECLs were calculated based on actual credit loss experience over the past years. receivable due. Where recoveries are made, these are recognized in profit or loss.
ECLs are a probability-weighted estimate of credit losses. In other words, it is the credit
(ii) Non-financial assets
losses that are measured on the present value of all the cash deficits (for example, the
difference between the cash inflows to the entity and the cash flows expected by the At the end of each reporting period, the Group reviews the carrying amounts of its
entity to be collected based on the contract). tangible and intangible assets to determine whether there is any indication that those
assets have suffered an impairment loss. If any such indication exists, the recoverable
Credit-impaired financial assets amount of the asset is estimated in order to determine the extent of the impairment
At each reporting date, the Group assesses whether financial assets carried at loss (if any). Goodwill is tested annually for impairment.
amortized cost are creditimpaired. A financial asset is ‘credit-impaired’ when one or
more events that have a detrimental impact on the estimated future cash flows of the For impairment testing, assets are grouped together into the smallest group of assets
financial asset have occurred. that generates cash inflows from continuing use that are largely independent of the
cash inflows of other assets or CGUs (“Cash Generating Unit”). Goodwill arising from a
Presentation of impairment business combination is allocated to CGUs or groups of CGUs that are expected to
benefit from the synergies of the combination.
Loss allowances for financial assets measured at amortized cost are deducted from
the gross carrying amount of the assets.
2 Basis of presentation of financial statements (continued) 2 Basis of presentation of financial statements (continued)
2.5 Summary of significant accounting policies (continued) 2.5 Summary of significant accounting policies (continued)
(f) Impairment of assets (continued) (g) Employee benefits (continued)
(ii) Non-financial assets (continued) (i) Long term employee benefits (continued)
The recoverable amount of an asset or CGU is the greater of its value in use and its Provision for employee termination benefits (continued)
fair value less costs to sell. Value in use is based on the estimated future cash flows,
discounted to their present value using a pre-tax discount rate that reflects current Consequently, in the accompanying consolidated financial statements, the provision
market assessments of the time value of money and the risks specific to the asset of has been calculated by estimating the present value of the future probable obligation
CGU. of the Group arising from the retirement of the employee. Severance payment provisions
are not subject to legal funding.
An impairment loss is recognised if the carrying amount of an asset of CGU exceeds
its recoverable amount. In accordance with the Russian Labor Law (the Article 178 “Dismissal allowances”,
Chapter 27, Section VII “Guarantees and compensations”), when the Group company
Impairment losses are recognised in profit or loss. They are allocated first to reduce unilaterally terminates the employment agreement, employer should inform the
the carrying amount of any goodwill allocated to the CGU and then to reduce the employee two months before position cancelling date. After two months, at the date
carrying amounts of the other assets in the CGU on a pro rata basis. of dismissal, employer is required to pay the employee a dismissal compensation
at the amount of one month average wage. In case the employee can not find an
An impairment loss in respect of goodwill is not reversed. For other assets, an impairment employment during two preceding months after the dismissal date, employee has
loss is reversed only to the extent that the asset’s carrying amount does not exceed right to request
the carrying amount that would have been determined, net of depreciation or
amortisation, if no impairment loss had been recognised. The Group has not recorded any reserve for employee severance payments for its
employees in foreign subsidiaries, except Russia since only under very specific
(g) Employee benefits circumstances a company is liable to pay a severance according to labour laws of the
foreign entities.
(i) Long term employee benefits
(ii) Short term employee benefits
Provision for employee termination benefits
In accordance with existing social legislation in Turkey, the Company is required to Short-term employee benefit obligations are consisting of reserve for the vacation
make lump-sum payments to employees whose employment is terminated without pay liability due to the earned and unused vacation rights of its employees. The
due cause, called up for military service, death or retirement. IAS 19 “Employee Benefits” Group is obliged to make payments for unused vacation days in the amount of the
requires actuarial valuation method to be developed to estimate the enterprise’s employment contract is terminated on the date of the daily gross wage and contract
obligation under defined benefit plans. related interests on the total payment. The Group provides reserve for the vacation
pay liability due to the earned and unused vacation rights of its employees.
2 Basis of presentation of financial statements (continued) 2 Basis of presentation of financial statements (continued)
2.5 Summary of significant accounting policies (continued) 2.5 Summary of significant accounting policies (continued)
(g) Employee benefits (continued) (i) Related parties (continued)
(ii) Short term employee benefits (continued) a) A person or a close member of that person’s family is related to a reporting entity
Vacation pay liability is measured on an undiscounted basis and is recognised in profit if that person:
or loss as the related service is provided.
i. has control or joint control of the reporting entity;
(h) Provisions; contingent liabilities and contingent assets ii. has significant influence over the reporting entity; or
iii. is a member of the key management personnel of the reporting entity or of a
A provision is recognised if, as a result of a past event, the Group has a present legal
parent of the reporting entity.
or constructive obligation that can be estimated reliably, and it is probable that an
outflow of economic benefits will be required to settle the obligation. Provisions are b) An entity is related to a reporting entity if any of the following conditions applies:
determined by discounting the expected future cash flows at a pre-tax rate that
reflects current market assessments of the time value of money where appropriate i. The entity and the reporting entity are members of the same group (which
and the risks specific to the liability. means that each parent, subsidiary and fellow subsidiary is related to
the others).
Contingent liabilities are reviewed to determine if there is a possibility that the outflow ii. One entity is an associate or joint venture of the other entity (or an associate
of economic benefits will be required to settle the obligation. Except for the economic or joint venture of a member of a group of which the other entity is a member).
benefit outflow possibility is remote such contingent liabilities are disclosed in the notes iii. Both entities are joint ventures of the same third party.
to the consolidated financial statements. iv. One entity is a joint venture of a third entity and the other entity is an
associate of the third entity,
If the entry of the economic benefit to the Group is possible, explanations are included v. The entity is a post-employment benefit plan for the benefit of employees of
in the disclosures of the consolidated financial statements about the contingent asset either the reporting entity or an entity related to the reporting entity. If the
if the entry of economic benefit is certain, the asset and its related income changes reporting entity is itself such a plan, the sponsoring employers are also related
are included in the consolidated financial statements at the date that they occurred. to the reporting entity.
(i) Related parties vi. The entity is controlled or jointly controlled by a person identified in (a).
vii. A person identified in (a)(i) has significant influence over the entity or is a
A related party is a person or entity that is related to the entity that is preparing its member of the key management personnel of the entity (or of a parent of the
financial statements (in this Standard referred to as the ‘reporting entity’). entity).
viii. The entity, or any member of a group of which it is a part, provides key
management personnel services to the reporting entity or to the parent of the
reporting entity.
2 Basis of presentation of financial statements (continued) 2 Basis of presentation of financial statements (continued)
2.5 Summary of significant accounting policies (continued) 2.5 Summary of significant accounting policies (continued)
(j) Revenue (j) Revenue (continued)
(i) General model for accounting of revenue (i) General model for accounting of revenue (continued)
In accordance with IFRS 15, a five-step model is followed in recognizing revenue for all Step 3: Determine the transaction price
contacts with customers.
In order to determine the transaction price, the Group assesses how much consideration
Step 1: Identify the contract it expects to be entitled to by fulfilling the contract. In arriving at the assessment,
the Group considers variable elements of consideration, as well as the existence of a
A contract exists only if it is legally enforceable, the collection of the consideration is significant financing component.
probable, the rights to goods and services and payment terms can be identified, the
contract has commercial substance; and the contract is approved and the parties Significant financing component
are committed to their obligations.
The Group revises the promised amount of consideration for the effect of a significant
financing component to the amount that reflects what the cash selling price of the
If either contracts were negotiated as a single commercial package, or consideration
promised good or service. As a practical expedient, the Group does not adjust the
in one contract depends on the other contract or goods or services (or some of
transaction price for the effects of a significant financing component if, at contract
the goods or services) are a single performance obligation the Group accounts the
inception, the entity expects the period between customer payment and the transfer
contracts as a single contract.
of goods or services to be one year or less. In cases where advance for the services are
Step 2: Identify the performance obligations received and the payment scheme is broadly aligned with the Group’s performance
throughout the period, the Group concludes that the period between performance
The Group defines ‘performance obligation’ as a unit of account for revenue recognition. and payment is never more than 12 months, therefore the expedient is applied.
The Group assesses the goods or services promised in a contract with a customer and
identifies as: Variable cost
(a) a performance obligation either a good or service that is distinct; or The Group identifies items such as price concessions, incentives, performance bonuses,
(b) or a series of distinct goods or services that are substantially the same and completion bonuses, price adjustment clauses, penalties, discounts, credits, or similar
have the same pattern of transfer to the customer. items may result in variable consideration if there is any in a customer contract.
A contract may contain promises to deliver a series of distinct goods or services that Step 4: Allocate the transaction price
are substantially the same. At contract inception, an entity determines whether the
If distinct goods or services are delivered under a single arrangement, then the
series of goods or services is a single performance obligation.
consideration is allocated based on relative stand-alone selling prices of the distinct
goods or services (performance obligations). If directly observable stand-alone selling
prices are not available, the total consideration in the service contracts is allocated
based on their expected cost plus a margin.
2 Basis of presentation of financial statements (continued) 2 Basis of presentation of financial statements (continued)
2.5 Summary of significant accounting policies (continued) 2.5 Summary of significant accounting policies (continued)
(j) Revenue (continued) (j) Revenue (continued)
The Group recognizes revenue over-time if any of the following conditions is met: Wholesale sales are to third-party retailers that then on-sell to consumers. The wholesale
channel includes Mavi mono-brand stores operated by franchisees, department store
Ɋ Customer simultaneously receives and consumes the benefits as the entity
chains, corner shops, and third-party online channels. The Group signs franchise
performs, or
agreements with franchises. However, the Group does not send consignment inventory
Ɋ The customer controls the asset as the entity creates or enhances it, or
to these franchises nor does the Group earn franchise fees on these agreements. The
Ɋ Group’s performance does not create an asset for which the entity has an use;
Group recognizes revenues from franchisees on a principal basis as gross when the
and alternative there is a right to payment for performance to date.
control has been transferred to the franchisees.
For each performance obligation that is satisfied over time, an entity selects a single
measure of progress, which depicts the transfer of control of the goods or services to In addition, the Group has consignments in certain department stores. Revenue from
the customer. The Group uses a method that measures the work performed reliably. these consignments is recognized only after they are sold to the end customer as
defined above.
If a performance obligation is not satisfied over time, then the Group recognize revenue
Ecommerce represents direct sales that the Group makes to consumers on own mavi.
at the point in time at which it transfers control of the good or service to the customer.
com websites. Revenue from the sale of goods through wholesale business in the
course of ordinary activities is measured at the fair value of the consideration received
The Group recognizes a provision in accordance with IAS 37 “Provisions, Contingent or receivable, net of returns, trade discounts and volume rebates.
Liabilities and Contingent Assets” when the unavoidable costs of meeting the
obligations under a contract exceed the economic benefits. Revenue is recognized when persuasive evidence exists, usually in the form of
an executed sales agreement that the significant risk and rewards of ownership
Goods sold have been transferred to the buyer, recovery of the consideration is probable, the
associated costs and possible return of goods can be estimated reliably, there is no
In overall, the Group has wholesale, retail and e-commerce business. Retail sales
continuing management involvement with the goods, and the amount of revenue can
represent sales to consumers at mono-brand Mavi stores that the Group operates.
be measured reliably.
Revenue is recognized when the control is transferred to the buyer. Revenue from the
sale of goods through retail business in the course of ordinary activities is measured
at the fair value of the consideration received in cash or credit card. The discount is The Group also generates revenue in the form of royalty fees.
recognized as a reduction of revenue as the sales are recognized.
Corporate card sales to corporate customers are initially recognized as deferred
revenue and the revenue is recognized when the card is used by the ultimate customer.
2 Basis of presentation of financial statements (continued) 2 Basis of presentation of financial statements (continued)
2.5 Summary of significant accounting policies (continued) 2.5 Summary of significant accounting policies (continued)
Stage 5: Revenue recognition (continued) The Group has a separate department which operates to research and develop new
fabric and design. As a result of these operations of the department, sample productions
Corporate cards given to customers during the reporting period are valid until a are made including new collections’ desgins. Costs incurred on development projects
specific maturity date. Unused balance of the corporate cards are recognized as are recognised as intangible assets only if the cost can be measured reliably. Other
revenue following the expiration date. development expenditures are recognised as an expense as incurred. Development
costs that have been capitalised are amortised on a straight-line basis over their
Loyalty programme
estimated useful lives (1 year).
For customer loyalty programmes, the fair value of the consideration receivable in
respect of the initial sale is allocated to the “Kartuş Card Points”. The present fair (n) Finance income and finance cost
value of the Kartuş Card Points, which can be redeemed as discount against future
Finance costs comprise interest expense on borrowings, impairment losses recognised
purchases by customers, is estimated by taking into account the expected redemption
on financial assets, (other than trade receivables). Borrowing costs that are not directly
rate and the timing of such expected redemptions. Such amount is deferred and
attributable to the acquisition, construction or production of a qualifying asset are
revenue is recognized only when the points are redeemed and the Group has fulfilled
recognised in profit or loss using the effective interest method.
its obligations to supply the discounted products. The amount of revenue recognized
in those circumstances is based on the number of points that have been redeemed Foreign currency gains and losses on financial assets and financial liabilities (other
in exchange for discounted products, relative to the total number of points that is than trade receivables and payables) are reported on a gross basis as either finance
expected to be redeemed. income or finance cost depending on whether foreign currency movements are in a
net gain or net loss position.
(k) Income/(expense) from investing activities
Income / (expense) from investing activities are generated from gain or loss of sale of Interest income or expense is recognised using the effective interest method. Dividend
property, plant and equipment. income is recognised in profit or loss on the date on which the Group’s right to receive
payment is established.
(l) Earnings per share
(o) Tax
Earnings per shares is calculated by dividing the consolidated profit/(loss) for the
period attributable to ordinary shareholders by weighted average number of ordinary Tax expense comprises of current and deferred tax. Current and deferred tax is
shares outstanding during the period. recognised in profit or loss except to the extent that it relates to a business combination,
or items recognised directly in equity or in other comprehensive income.
2 Basis of presentation of financial statements (continued) 2 Basis of presentation of financial statements (continued)
2.5 Summary of significant accounting policies (continued) 2.5 Summary of significant accounting policies (continued)
(o) Tax (continued) (o) Tax (continued)
Current tax is the expected tax payable or receivable on the taxable income or loss Deferred tax assets and liabilities are measured at the tax rates that are expected to
for the period, using tax rates enacted or substantively enacted at the reporting date, apply in the period in which the liability is settled or the asset realized, based on tax
and any adjustment to tax payable in respect of previous years. rates (and tax laws) that have been enacted or substantively enacted by the balance
sheet date.
Turkish tax legislation does not permit a parent company and its subsidiary to file a
consolidated tax return. Therefore, provisions for taxes, as reflected in the consolidated The carrying amount of deferred tax assets is reviewed at each balance sheet date
financial statements, have been calculated on a separate-entity basis. and reduced to the extent that it is no longer probable that sufficient taxable profits
will be available to allow all or part of the asset to be recovered.
(ii) Deferred tax
The Company and its consolidated subsidiaries have reflected their deferred tax
Deferred tax is recognized on temporary differences between the carrying amounts of
assets and liabilities in their financial statements, but there has been no netting on a
assets and liabilities in the consolidated financial statements and the corresponding
consolidated basis.
tax bases which is used in the computation of taxable profit.
(iii) Tax risk
Deferred tax is not recognised for the following temporary differences:
Ɋ the initial recognition of assets or liabilities in a transaction that is not a The Group takes into account whether the Group has the uncertain tax position and
business combination and that affects neither accounting nor taxable profit, the surcharge has to be paid and the tax liability while it determines the current tax
Ɋ differences relating to investments in subsidiaries to the extent that it is expense and delayed tax expense. The assessment might include judgments about
probable that they will not reverse in the foreseeable future, future events and is based on estimates and assumptions. In case there exists new
Ɋ taxable temporary differences related to initial recognition of goodwill. information about the adequacy of the Group’s current tax liability which will cause
a change in the professional judgment; this change will affect the period which the
A deferred tax asset is recognised for unused tax losses, tax credits and deductible situation emerges.
temporary differences to the extent that is probable that future taxable profits will
(iv) Transfer pricing
available against which they can be utilised.
The transfer pricing provisions have been stated under the Article 13 of Corporate Tax
The measurement of deferred tax liabilities and assets reflects the tax consequences
Law with the heading of “disguised profit distribution via transfer pricing”. The General
that would follow from the manner in which the Group expects, at the reporting date,
Communiqué on disguised profit distribution via transfer pricing dated 18 November
to recover or settle the carrying amount of its assets and liabilities.
2007 sets details about implementation.
2 Basis of presentation of financial statements (continued) 2 Basis of presentation of financial statements (continued)
2.5 Summary of significant accounting policies (continued) 2.5 Summary of significant accounting policies (continued)
(o) Tax (continued) (q) Measurement of fair value (continued)
(iv) Transfer pricing (continued) If there is no quoted price in an active market, then the Group uses valuation
If a tax payer enters into transactions regarding sale or purchase of goods and services techniques that maximise the use of relevant observable inputs and minimise the use
with related parties, where the prices are not set in accordance with arm’s length of unobservable inputs. The chosen valuation technique incorporates all of the factors
basis, then related profits are considered to be distributed in a disguised manner that market participants would take into account in pricing a transaction.
through transfer pricing. Such disguised profit distributions through transfer pricing are
not accepted as a tax deductible for corporate income tax purposes. If an asset or a liability measured at fair value has a bid price and an ask price, then
the Group measures assets and long positions at a bid price and liabilities and short
(p) Government grants positions at an ask price.
The Group obtains government incentives under the Turquality program from The best evidence of the fair value of a financial instrument on initial recognition
Turkish Republic Ministry of Economy. The Group is initially recongnises government is normally the transaction price – i.e. the fair value of the consideration given or
grants related to trade mark developments in international markets in profit or loss received. If the Group determines that the fair value on initial recognition differs from
as deduction of relevant selling and marketing expenses at fair value when there is the transaction price and the fair value is evidenced neither by a quoted price in an
reasonable assurance that the incentives will be received. active market for an identical asset or liability nor based on a valuation technique
for which any unobservable inputs are judged to be insignificant in relation to the
(q) Measurement of fair value
measurement, then the financial instrument is initially measured at fair value, adjusted
‘Fair value’ is the price that would be received to sell an asset or paid to transfer a to defer the difference between the fair value on initial recognition and the transaction
liability in an orderly transaction between market participants at the measurement price. Subsequently, that difference is recognised in profit or loss on an appropriate
date in the principal or, in its absence, the most advantageous market to which the basis over the life of the instrument but no later than when the valuation is wholly
Group has access at that date. The fair value of a liability reflects its non-performance supported by observable market data or the transaction is closed out.
risk.
The Group has an established control framework with respect to the measurement of
A number of the Group’s accounting policies and disclosures require the measurement fair values. This includes a valuation team that has overall responsibility for overseeing
all significant fair value measurements, including Level 3 fair values, and reports
of fair values, for both financial and non-financial assets and liabilities
directly to the chief financial officer. The valuation team regularly reviews significant
unobservable inputs and valuation adjustments. If third party information, such as
When one is available, the Group measures the fair value of an instrument using the
broker quotes or pricing services, is used to measure fair values, then the valuation
quoted price in an active market for that instrument. A market is regarded as ‘active’
team assesses the evidence obtained from the third parties to support the conclusion
if transactions for the asset or liability take place with sufficient frequency and volume
that these valuations meet the requirements of IFRS, including the level in the fair value
to provide pricing information on an ongoing basis. hierarchy in which the valuations should be classified.
2 Basis of presentation of financial statements (continued) 2 Basis of presentation of financial statements (continued)
2.5 Summary of significant accounting policies (continued) 2.5 Summary of significant accounting policies (continued)
(q) Measurement of fair value (continued) (q) Measurement of fair value (continued)
Important evaluation problems are reported to the Audit Committee of the Group. (ii) Other non-derivative financial liabilities
When measuring the fair value of an asset or a liability, the Group uses observable Forward exchange contracts
market data as far as possible. Fair values are categorised into different levels in a fair The fair values of forward exchange contracts are based on broker quotes. Those
value hierarchy based on the inputs used in the valuation techniques as follows: quotes are tested for reasonableness by discounting estimated future cash flows
based on the terms and maturity of each contract and using market interest rates for
Ɋ Level 1: quoted prices (unadjusted) in active markets for identical assets and a similar instrument at the measurement date. Fair values reflect the credit risk of the
liabilities. instrument and include adjustments to take account of the credit risk of the Group
Ɋ Level 2: inputs other than quoted prices included in Level 1 that are observable entity and counterparty when appropriate.
for the asset or liability, either directly (i.e. prices) or indirectly (i.e. derived from
prices). (iii) Property and equipment
Ɋ Level 3: inputs for the asset or liability that are not based on observable market
data. The fair value of property and equipment recognised as a result of a business
combination is the estimated amount for which a property could be exchanged on
If the inputs used to measure the fair value of an asset or a liability fall into different the date of acquisition between a willing buyer and a willing seller in an arm’s length
levels of the fair value hierarchy, then the fair value measurement is categorised in its transaction after proper marketing wherein the parties had each acted knowledgeably
entirety in the same level of the fair value hierarchy as the lowest level input that is and willingly. The fair value of items of equipment, fixtures and fittings is based on the
significant to the entire measurement. market approach and cost approaches using quoted market prices for similar items
when available and replacement cost when appropriate. Depreciated replacement
(i) Financial assets cost reflects adjustments for physical deterioration as well as functional and economic
obsolescence.
Cash and cash equivalents are presented on cost basis and are assumed to reflect
their fair values as they are liquid and classified as current assets. (iv) Intangible assets
Trade receivables are presented netted off related doubtful portion of the receivable The fair value of intangible assets is based on the discounted cash flows expected to
and are assumed to reflect their fair value. be derived from the use and eventual sale of the assets.
Derivative financial instruments reflect their fair value as they include hedging The fair value of customer relationships acquired in a business combination are
transactions. The classification of derivative financial instruments for fair value determined according to the income approach.
measurement is Level 2.
2 Basis of presentation of financial statements (continued) 2 Basis of presentation of financial statements (continued)
2.6 Application of New and Revised International Financial Reporting Standards 2.6 Application of New and Revised International Financial Reporting Standards
(IFRSs) (IFRSs) (continued)
a) New and revised Standards that are effective for the current year b) New and revised IFRSs in issue but not yet effective (continued)
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 Interest Rate Benchmark Amendments to IFRS 4 Extension of the Temporary Exemption from Applying IFRS 9
Reform -Phase 2 Amendments to IFRS 16 COVID-19 Related Rent Concessions beyond 30 June 2021
Amendments to IAS 1 Disclosure of Accounting Policies
The amendments in Interest Rate Benchmark Reform - Phase 2 (Amendments to IFRS
Amendments to IAS 8 Definition of Accounting Estimates
9, IAS 39, IFRS 7, IFRS 4 and IFRS 16) introduce a practical expedient for modifications
Amendments to IAS 12 Deferred Tax related to Assets and Liabilities arising from a
required by the reform, clarify that hedge accounting is not discontinued solely because
Single Transaction
of the IBOR reform, and introduce disclosures that allow users to understand the nature
Amendments to IFRS 17 Initial Application of IFRS 17 and IFRS 9 - Comparative
and extent of risks arising from the IBOR reform to which the entity is exposed to and
Information
how the entity manages those risks as well as the entity’s progress in transitioning from
IBORs to alternative benchmark rates, and how the entity is managing this transition. IFRS 17 Insurance Contracts
The amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 are all effective for annual IFRS 17 requires insurance liabilities to be measured at a current fulfillment value and
periods beginning on or after 1 January 2021. Early application is permitted. provides a more uniform measurement and presentation approach for all insurance
contracts. These requirements are designed to achieve the goal of a consistent,
The Group assessed that the adoption of this amendment does not have any effect principle-based accounting for insurance contracts. IFRS 17 supersedes IFRS 4
on the Group’s consolidated financial statements. Insurance Contracts as of 1 January 2023.
2 Basis of presentation of financial statements (continued) 2 Basis of presentation of financial statements (continued)
2.6 Application of New and Revised International Financial Reporting Standards 2.6 Application of New and Revised International Financial Reporting Standards
(IFRSs) (continued) (IFRSs) (continued)
b) New and revised IFRSs in issue but not yet effective (continued) b) New and revised IFRSs in issue but not yet effective (continued)
Amendments to IFRS 3 Reference to the Conceptual Framework Annual Improvements to IFRS Standards 2018-2020
The amendments update an outdated reference to the Conceptual Framework in IFRS Amendments to IFRS 1 First time adoption of International Financial Reporting Standards
3 without significantly changing the requirements in the standard.
The amendment permits a subsidiary that applies paragraph D16(a) of IFRS 1 to
The amendments are effective for annual periods beginning on or after 1 January 2022. measure cumulative translation differences using the amounts reported by its parent,
Early application is permitted if an entity also applies all other updated references based on the parent’s date of transition to IFRSs.
(published together with the updated Conceptual Framework) at the same time or
earlier. Amendments to IFRS 9 Financial Instruments
Amendments to IAS 16 Proceeds before Intended Use The amendment clarifies which fees an entity includes in assessing whether to
derecognize a financial liability. An entity includes only fees paid or received between
The amendments prohibit deducting from the cost of an item of property, plant and
the entity (the borrower) and the lender, including fees paid or received by either the
equipment any proceeds from selling items produced while bringing that asset to
entity or the lender on the other’s behalf.
the location and condition necessary for it to be capable of operating in the manner
intended by management. Instead, an entity recognizes the proceeds from selling Amendments to IAS 41 Agriculture
such items, and the cost of producing those items, in profit or loss.
The amendment removes the requirement in paragraph 22 of IAS 41 for entities to
exclude taxation cash flows when measuring the fair value of a biological asset using
The amendments are effective for annual periods beginning on or after 1 January
a present value technique. This will ensure consistency with the requirements in IFRS 13.
2022. Early application is permitted.
Amendments to IAS 37 Cost of Fulfilling a Contract The amendments to IFRS 1, IFRS 9 and IAS 41 are all effective for annual periods
beginning on or after 1 January 2022. Early application is permitted.
The amendments specify that the ‘cost of fulfilling’ a contract comprises the ‘costs that
relate directly to the contract’. Costs that relate directly to a contract can either be Amendments to IFRS 4 Extension of the Temporary Exemption from Applying IFRS 9
incremental costs of fulfilling that contract (examples would be direct labour, materials)
The amendment changes the fixed expiry date for the temporary exemption in IFRS 4
or an allocation of other costs that relate directly to fulfilling contracts.
Insurance Contracts from applying IFRS 9 Financial Instruments, so that entities would
The amendments are effective for annual periods beginning on or after 1 January be required to apply IFRS 9 for annual periods beginning on or after 1 January 2023.
2022. Early application is permitted.
2 Basis of presentation of financial statements (continued) 2 Basis of presentation of financial statements (continued)
2.6 Application of New and Revised International Financial Reporting Standards 2.6 Application of New and Revised International Financial Reporting Standards
(IFRSs) (continued) (IFRSs) (continued)
b) New and revised IFRSs in issue but not yet effective (continued) b) New and revised IFRSs in issue but not yet effective (continued)
Amendments to IFRS 16 COVID-19 Related Rent Concessions beyond 30 June 2021 Amendments to IAS 8 Definition of Accounting Estimates
The International Auditing and Assurance Standards Board (“IAASB”) has published With this amendment, the definition of “a change in accounting estimates” has been
replaced with the definition of “an accounting estimate”, sample and explanatory
COVID-19 Related Rent Concessions beyond 30 June 2021 (Amendment to IFRS 16)
paragraphs regarding estimates have been added, and the differences between
that extends, by one year, the June 2020 amendment that provides lessees with an
application of an estimate prospectively and correction of errors retrospectively have
exemption from assessing whether a COVID-19 related rent concession is a lease
been clarified.
modification.
Amendments to IAS 8 are effective for annual reporting periods beginning on or after
On issuance, the practical expedient was limited to rent concessions for which any
1 January 2023 and earlier application is permitted.
reduction in lease payments affects only payments originally due on or before 30 June
2021. Since lessors continue to grant COVID-19 related rent concessions to lessees and Amendments to IAS 12 Deferred Tax related to Assets and Liabilities arising from a
since the effects of the COVID-19 pandemic are ongoing and significant, the POA
Single Transaction
decided to extend the time period over which the practical expedient is available for
use. The amendments clarify that the initial recognition exemption does not apply to
transactions in which equal amounts of deductible and taxable temporary differences
The new amendment is effective for lessees for annual reporting periods beginning on arise on initial recognition.
or after 1 April 2021. Earlier application is permitted.
Amendments to IAS 12 are effective for annual reporting periods beginning on or after
Amendments to IAS 1 Disclosure of Accounting Policies 1 January 2023 and earlier application is permitted.
The amendments require that an entity discloses its material accounting policies,
Amendments to IFRS 17 Initial Application of IFRS 17 and IFRS 9 — Comparative
instead of its significant accounting policies.
Information
Amendments to IAS 1 are effective for annual reporting periods beginning on or after 1 The amendment permits entities that first apply IFRS 17 and IFRS 9 at the same time
January 2023 and earlier application is permitted. to present comparative information about a financial asset as if the classification and
measurement requirements of IFRS 9 had been applied to that financial asset before.
The Group evaluates the effects of these standards, amendments and improvements
on the consolidated financial statements.
As at 31 January 2022 and 2021, there is no restriction or blockage on cash and cash
equivalents. The Group’s exposure to foreign currency credit risk, interest rate risk and
related sensitivity analyses are disclosed in Note 34.
As at 31 January 2022 and 2021 loan and borrowings comprised the following:
31 January 2021
Nominal Carrying
31 January 2022 31 January 2021 Currency interest rate% Maturity Face value amount
Bank loans(1) 890,608 926,541 Unsecured bank loans EUR 0.40%-2.50% 2021 79,847 80,058
Contractual lease liabilities 505,925 478,618 Unsecured bank loans TL 6.95%-18.86% 2021-2022 712,508 717,994
1,396,533 1,405,159 Unsecured bank loans USD 2.85%-3.68% 2021-2022 60,447 62,135
Unsecured bank loans RUB 9.50%-13.94% 2021 50,305 51,129
Bank loans comprise financial liabilities to participation banks amounting to TL 86,846
(1)
Unsecured bank loans CAD 2.95% 2021 15,225 15,225
(31 January 2021 : TL 62,698).
918,332 926,541
As at 31 January 2022 and 2021 the repayments of bank loan agreements according
The Group’s exposure to liquidity, foreign currency and interest rate risk as well as
to the original maturities comprised the following:
related sensitivity analyses for financial liabilities are disclosed in Note 34.
31 January 2022 31 January 2021
Less than one year 890,608 820,972
One to two years -- 105,569
890,608 926,541
6 Related party
The movement of lease liabilities for the year ended 31 January 2022 and 31 January
2021 is as follows: Related parties in consolidated financial statements are determined as key
management personnel, board of directors, family members, subsidiaries controlled
31 January 2022 31 January 2021 by the Company. Several related party transactions are carried out during ordinary
Opening balance 478,618 438,723 course of the business.
Payments of lease liabilities (269,864) (180,563)
As of 31 January 2022, the members of the Akarlılar Family (Fatma Elif Akarlılar, Hayriye
COVID-19 discount (Note 28) (51,211) (100,300)
Fethiye Akarlılar and Seyhan Akarlılar) are the controlling shareholders of the Group
Lease modifications 168,248 173,724 with a total ownership interest of 27.41% where 27.19% is the direct ownership interest
Interest on lease liabilities 70,711 66,568 and 0.22% is the indirect ownership interest through Blue International Holding B.V.
New lease contracts 43,830 78,679
Currency translation differences 71,077 11,441
Change in exchange rates 610 1,151
(a) Related party balances
Terminations (6,094) (10,805) 31 January 2022 31 January 2021
(1)
Advances given to Erak is related to fabric purchases and are tracked in prepayments.
Amounts are non-interest bearing and have 90 days repayment date. For the years ended 31 January 2022 and 2021, purchases from related parties of the
Group comprised the following:
As at 31 January 2022 and 31 January 2021, other short term payables to related parties
comprised the following: 31 January 2022 31 January 2021
Purchase from related parties
31 January 2022 31 January 2021
Erak 730,510 377,578
Other payables to related parties
Eflatun Giyim shareholders 41 176 Akay 110,200 63,561
Short term other payables to related parties 41 176 840,710 441,139
Purchases from related parties comprise approximately one third of total purchases.
As at 31 January 2022 and 31 January 2021, contractual lease liabilities to related
parties comprised the following:
31 January 2022 31 January 2021
Short term contractual lease liabilities to related
parties
Sylvia House Inc. 1,464 793
Mavi Jeans Holding Inc. 2,408 1,254
3,872 2,047
As at 31 January 2022, the Group does not have any payables to any board of director The provision for the doubtful receivables is determined based on the past experience
or key management personnel of the Group (31 January 2021-nil). of non-collectible receivables.
Details related to Group’s exposure to credit and foreign currency risk and impairment
losses for short term trade receivables is disclosed in Note 34.
As at 31 January 2022 and 31 January 2021, short term trade payables of the Group As at 31 January 2022 and 2021, short term other receivables of the Group are as
are as follows: follows:
As at 31 January 2022 and 31 January 2021, short term trade payables from others are
as follows: 31 January 2022 31 January 2021
Receivables from public institutions (1) 5,394 7,217
31 January 2022 31 January 2021
Other short-term receivables 27,817 2,463
Trade payables(1) 932,373 468,297
33,211 9,680
Expense accruals 43,470 13,602
975,843 481,899 Receivables from public institutions consist of the Group’s receivables related to
(1)
The Group’s exposure to credit and foreign currency risk for short term other receivables
Trade payables to third parties comprise factoring payables amounting TL 243,372
(1)
are disclosed in Note 34.
(31 January 2021: TL 195,519) and supplier financing payables amounting TL 278,358 (31
January 2021: TL 140,740).
The Group’s exposure to foreign currency and liquidity risk for short term trade payables
are disclosed in Note 34.
As at 31 January 2022 and 2021, long term other receivables of the Group are as follows: 31 January 2022 31 January 2021
Trade goods 737,768 557,010
31 January 2022 31 January 2021
Consignment trade goods 41,290 27,995
Other receivables from third parties 6,354 3,190
Goods in transit 5,265 1,301
6,354 3,190
Provision for impairment on inventory (-) (32,925) (26,222)
The Group’s exposure to credit and foreign currency risk for long term other receivables 751,398 560,084
are disclosed in Note 34.
Other payables to third parties 18,978 3,871 Opening balance 26,222 24,701
Provision for the year 20,572 27,850
Other payables to related parties (Note 6) 41 176
Effect of movements in exchange rates 6,212 2,526
19,019 4,047
Write-off (20,081) (28,855)
Closing balance 32,925 26,222
As at 31 January 2022 and 2021, other payables to third parties of the Group are as
follows: As of the year ending on 31 January 2022, inventories of TL 28,986 (31 January 2021: TL
31 January 2022 31 January 2021
27,850) were recognised as an expense for slow moving inventory and net realizable
value assessment in accordance with Group policies of provision for impairment on
Taxes and duties payable 18,401 3,490
inventory during the year and included in “cost of sales”. In addition, for the year ended
Other payables 577 381
on 31 January 2022, inventories of TL 20,081 (31 January 2021; TL 28,855) were disposed
18,978 3,871
and written off.
The Group’s exposure to foreign currency and liquidity risk for other short term payables
is disclosed in Note 34.
As at 31 January 2022 and 2021, the remaining balance of prepayments under current As at 31 January 2022 and 2021, deferred revenue of the Group are as follows:
and non-current assets is as follows:
Total prepaid expenses 120,673 50,475 reference to the fair value of apparel for which could be redeemed.
Long term prepaid expenses 7 149 (2)
Corporate sales consist of prepaid cards which are given to corporate firms.
Short term prepaid expenses 120,666 50,326
Advances given mainly comprise of advances given to producers and service providers
(1)
As of 31 January 2022, there is no pledge on property and equipment (31 January 2021:
nil).
(2)
Development costs consist TL 118 capitalized amortisation expenses (31 January 2021: For the year ended 31 January 2022, TL 18,465 (31 January 2021: TL 11,436) of amortisation
TL 354). expenses are included under general administrative expenses and TL 7,979 (31 January
2021: TL 4,911) under selling and marketing expenses, and TL 10,380 (31 January 2021: TL
10,790) under research and development expenses.
The depreciation charge of TL 118 for the period ended 31 Januray 2022 is capitalized
in accordance with incentive program. (31 January 2021: TL 354).
Cost 31 January 2022 31 January 2021 A valuation of the fair value of CGU of Mavi USA and Mavi Canada as two separate
As of 1 February 190,242 155,695 CGU’s was performed by the Company management As of 31 January 2022 and 2021.
Effect of movements in exchange rates 154,073 34,547
The income approach (discounted cash flow method) is used to determine the fair
value of CGUs of Mavi USA and Mavi Canada.
As of 31 January 344,315 190,242
The Group used 5 years business plans prepared by the Company management for
Impairment loss
the valuation of CGUs. The growth of business plans of Mavi USA and Mavi Canada
As of 1 February (1,297) (1,297) is associated with an increase in the number of customers and growth in the market.
Impairment losses on goodwill -- --
As of 31 January 2022, the impairment test performed on CGU based is resulted with
As of 31 January (1,297) (1,297)
no impairment loss to be recorded for Mavi USA and Mavi Canada. The discount rate
Carrying amount
and the final growth rate, which are two important assumptions used in the impairment
As of 31 January 343,018 188,945 test, were taken as 10% above or below the management estimates, and sensitivity
analysis is performed and no impairment is detected.
Impairment test for cash generating units with allocated goodwill
Key assumptions used in discounted cash flow projections
Goodwill is allocated to cash generating units for impairment test purposes. As of 31
January 2022 and 2021, details of cash generating units related to goodwill are as Key assumptions used in the calculation of the recoverable amount of Mavi USA are
follows. The carrying amount of goodwill allocated to each cash generating unit are discount rates, terminal value growth rates, and EBITDA margin at terminal value.
as follows; These assumptions are %10.9; %2.0; %18.9(31 January 2021:9.6%, 2.0%, 21.7%) respectively.
The values assigned to the key assumptions represent management’s assessment of
future trends in ground handling industry and are based on both external sources and
31 January 2022 31 January 2021
internal sources.
Mavi America 307,641 168,072
Key assumptions used in the calculation of the recoverable amount of Mavi Canada
Mavi Canada 31,644 17,140
are discount rates, terminal value growth rates, and EBITDA margin at terminal value.
Other 3,733 3,733
These assumptions are %10.7; %1.7; %13.0 (31 January 2021:9.5%, 1.9%, 16.0%) respectively.
343,018 188,945
The values assigned to the key assumptions represent management’s assessment of
future trends in ground handling industry and are based on both external sources and
As of 31 January 2022, the increase in goodwill is related to foreign currency translation
internal sources.
differences on goodwill recognized at foreign subsidiaries.
The discounted cash flow models of Mavi USA and Mavi Canada are based on the
cash flows projected fro the following five years. A long term growth rate has been Accumulated depreciation Buildings Store Vehicles Warehouse Total
determined as the lower of nominal GDP rates for USA and Canada and long term 1 February 2021 balance 31,629 363,050 7,545 2,767 404,991
compound annual growth rate in EBITDA estimated by management. Charge for the year 21,901 227,299 6,302 3,717 259,219
Disposals (1,740) (20,762) (2,126) -- (24,628)
Income approach
Effect of movements in exchange
Discounted cash flow methodology is used under the income approach. In this method, rates 18,543 22,061 1,946 3,456 46,006
the cash flow available for distribution after funding internal needs of the Company Closing balance as of 31 January 2022 70,333 591,648 13,667 9,940 685,588
is forecasted for the determined period of years. Beyond such determined period, a
terminal value is developed by capitalising an assumed stabilised cash flow figure. Carrying value as of 31 January 2022 43,590 355,939 13,440 37,536 450,505
Then, the determined period cash flows and terminal value are discounted to present
value.
14 Right of use assets (continued) 15 Provisions, contingent assets and liabilities (continued)
Short term provisions (continued)
Cost Buildings Store Vehicles Warehouse Total
1 February 2020 balance 54,570 538,768 6,970 4,309 604,617 Short term provision for employee benefits consists of provision for vacation pay liability.
Additions 3,254 40,613 13,038 21,774 78,679 For the years ended 31 January 2022 and 2021, the movement of provision for vacation
Modification 13,766 159,020 178 760 173,724 liability is as follows:
Disposals (58) (25,970) (2,913) (2,108) (31,049)
Effect of movements in exchange 1 February 2021 – 1 February 2020 –
rates 7,404 4,311 842 1,482 14,039 31 January 2022 31 January 2021
Closing balance as of 31 January 2021 78,936 716,742 18,115 26,217 840,010 1 February balance 4,144 3,118
Current period provision 3,722 1,227
Effect of movements in exchange rates 1,815 256
Accumulated depreciation Buildings Store Vehicles Warehouse Total Paid benefits (908) (457)
1 February 2020 balance 13,629 178,029 4,353 1,927 197,938 31 January balance 8,773 4,144
Charge for the year 15,901 200,062 5,718 2,515 224,196
Disposals (58) (16,353) (2,919) (2,108) (21,438)
Effect of movements in exchange Short term employee benefits
rates 2,157 1,312 393 433 4,295
Short-term employee benefit obligations are measured on an undiscounted basis and
Closing balance as of 31 January 2021 31,629 363,050 7,545 2,767 404,991
are expensed as the related service is provided. A liability is recognised for the amount
expected to be paid under short-term vacation pay liability if the Company has a
Carrying value as of 31 January 2021 47,307 353,692 10,570 23,450 435,019
present legal or constructive obligation to pay this amount as a result of past service
provided by the employee, and the obligation can be estimated reliably.
For the year ended 31 January 2022 TL 13,706 (31 January 2021 : TL 15,332) of amortisation
expenses are included under general administrative expenses and TL 244.467 (31 In accordance with the existing labour law in Group, the Company is required to pay
January 2021 : TL 208,289)under selling and marketing expenses, and TL 1.046 (31 to the employee, whose employment is terminated due to any reasons, the wage of
January 2021 : TL 575) under research and development expenses. the deserved and unused vacation days over the gross prevailing wage and other
benefits subject to contract at the date the contract is terminated. Vacation pay
liability is the total undiscounted liability of the deserved and unused vacation days
15 Provisions, contingent assets and liabilities of all employees.
Short term provisions
As at 31 January 2022 and 2021, short term provisions are as follows:
15 Provisions, contingent assets and liabilities (continued) 15 Provisions, contingent assets and liabilities (continued)
Short term provisions (continued) Long term provisions
For the years ended 31 January 2022 and 2021, the movement of other short term For the years ended 31 January 2022 and 2021, the movement of long term provisions
provisions is as follows: is as follows:
34,530 15,669
Long term employee benefits consist of severance pay liabilities. The details of
Legal provisions mainly comprise of labor lawsuits.
(1)
severance pay liability are disclosed in Note 17.
For the years ended 31 January 2022 and 2021, the movement of short term provision
is as follows:
Under the Turkish Labour Law, the Company is required to pay termination benefits Discount rate (%) 3,83 4.86
to each employee who has completed one year of service and whose employment is Estimated inflation (%) 17,50 7.00
terminated without due cause.
All actuarial gain and losses are recognized in other comprehensive income.
Under the Turkish Labour Law, the Company is required to pay termination benefits
to each employee who has completed one year of service and whose employment is For the years ended 31 January 2022 and 2021 the movement of provision for severance
terminated without due cause, is called up for military service, dies or who retires after pay liability is as follows:
completing 25 years of service (20 years for women) and reaches the retirement age 1 February 2021 – 1 February 2020 –
(58 for women and 60 for men). Due to changes in legislation as of 8 September 1999, 31 January 2022 31 January 2021
there are certain transitional obligations related to the retirement age. Opening balance 9,081 7,931
Interest cost 401 689
Severance payments are calculated on the basis of 30 days’ pay, limited to a maximum Service cost 19,595 4,236
of TL 10,849 at 31 January 2022 (31 January 2021: TL 7,638) per year of employment Paid benefits (14,114) (4,920)
at the rate of pay applicable at the date of retirement or termination. Reserve for Effect of movements in exchange rates 653 39
retirement pay is computed and reflected in the accompanying financial statements Actuarial difference 7,560 1,106
on a current basis. Ending balance 23,176 9,081
Other current liabilities -Provided that the quorums stipulated under the Capital Markets Law and the Turkish
Commercial Code are reserved, in order for the Company’s General Assembly to pass
As at 31 January 2022 and 2021, other current liabilities are as follows: a resolution on the matters listed below and on amendments to these Articles of
Association on any of such matters (“Matters Requiring Increased General Assembly
31 January 2022 31 January 2021 Resolution Quorum”), the affirmative votes of all of the Class A Shareholders shall also
Advances received 18,119 12,484 be required:
18,119 12,484
Ɋ Changing the Company’s field of operation, entering into new lines of business
or abandoning existing lines of business.
20 Capital, reserves and other capital reserves (continued) 20 Capital, reserves and other capital reserves (continued)
Paid-in capital (continued) Translation reserve
The translation reserve comprises all foreign currency differences arising from the
Ɋ Capital increases of the Company other than those to be effected within the
translation of the financial statements of foreign operations.
registered capital system, liquidation or dissolution of the Company, any
capital decrease, change of legal form of the Company. Legal reserves
Ɋ Filings for bankruptcy, concordat, financial restructuring, adjournment of
bankruptcy. The legal reserves consist of first and second legal reserves in accordance with the
Ɋ Transfer of all or a substantial part of the Company’s commercial enterprise. Turkish Commercial Code. The first legal reserve is appropriated out of the statutory
Ɋ Changes to the privilige of Class A Shareholders to nominate Board Members, profits at the rate of 5%, until the total reserve reaches a maximum of 20% of the
or to the structure of the Board of Directors. Company’s share capital. The second legal reserve is appropriated at the rate of 10%
Ɋ Changes to the meeting and resolution quorums of the Board of Directors and of all distributions in excess of 5% of the Company’s share capital. The first and second
committees of the Company. legal reserves are not available for distribution unless they exceed 50% of the share
Ɋ Approval of the annual activity report, the profit and loss statement and the capital, but may be used to absorb losses in the event that the general reserve is
balance sheet, and release of the Board members from liability. exhausted. As at 31 January 2022, the Company’s legal reserves are amounting to TL
19,771 (31 January 2021: TL 19,771).
If, following the public offering, Blue International Holding B.V., its shareholders and/
Financial hedging reserve
or affiliates and subsidiaries do not hold at least 20% of the capital or voting rights of
the Company (aggregate Class A and Class B shares), the increased quorum stated The hedging reserve consists of the effective part of the accumulated net change in
above for the Matters Requiring Increased General Assembly Resolution Quorum shall its fair value from cash flow hedging to the subsequent recognition of instruments for
authomatically cease to be effective, without the possibility of being rejuvenated at hedging purposes.
a later date
Dividend Payment
The Company has adopted the registered capital system under the provisions of the
At the Ordinary General Assembly meeting held at 28 April 2021, dividend distribution of
Capital Markets Law, and has initiated the registered capital system based on the
TL 30,347 (dividend per gross share : TL0.61) from 2020 and previous years distrubutable
permission of the Capital Markets Board dated 3 March 2017 No.9/332.
net income was approved unanimously. Dividend payment started on 30 July 2021
The upper limit of the Company’s registered capital is TL245.000.000 , which is divided and entire dividend payment has been completed as of reporting date.
into 245.000.000 registered shares, each with a nominal value of TL 1 (one Turkish Lira).
Purchase of share of entities under common control
On 2 December 2011 the Company merged with Mavi Grup Giyim Ticaret A.Ş. (“Mavi
Remeasurement loss on defined benefit plans
Grup”). Mavi Grup had owned the Company’s shares in amount of 99.9% until the date
Amounts include actuarial gains and losses recognized in other comprehensive income. of this merger. The difference between investment and share capital of the Company
amounting to TL 35,757 has been recognized as an equity transaction as purchase of
share of entities under common control.
22 Cost of sales For the years ended 31 January 2022 and 2021, selling and marketing expenses
For the years ended 31 January 2022 and 2021, cost of sales comprised the following: comprised the following:
1 February 2021 – 1 February 2020 –
1 February 2021 – 1 February 2020 – 31 January 2022 31 January 2021
31 January 2022 31 January 2021 Depreciation and amortization expenses (Note 11, 12, 14) 303,903 265,012
Cost of trade goods sold 2,247,656 1,241,704 Personnel expenses 447,052 262,434
2,247,656 1,241,704 Rent expenses(1) 171,328 91,542
Outsourced logistics expenses 89,355 60,518
Advertising expenses 77,230 44,396
Freight-out expenses 75,436 38,841
Travel expenses 9,603 4,443
Consultancy expenses 20,834 10,933
and utilities.
Personnel expenses 31,191 20,571 Foreign exchange gain and loss, net 3,498 945
Non-deductible tax expense related with previous 597
Depreciation and amortization expenses (Note 11, 12, 14) 11,474 11,365 505
period
Travel expenses 692 317 Expected credit loss 337 417
Other 1,708 1,420 Other 2,822 942
45,065 33,673 7,162 2,901
25 Other income and expense 26 Gains and losses from investment activities
For the years ended 31 January 2022 and 2021, gains from investment activities
For the years ended 31 January 2022 and 2021, other operating income comprised the
comprised the following:
following:
1 February 2021 – 1 February 2020 – 1 February 2021 – 1 February 2020 –
31 January 2022 31 January 2021 31 January 2022 31 January 2021
Foreign exchange gain 16,116 3,408 Gain on sale of fixed assets 158 --
Covid 19 incentive 10,337 -- 158 --
Interest income on payables, net 6,477 6,164
Invesment support income 4,762 2,990
For the years ended 31 January 2022 and 2021, losses from investment activities
Salary protocol income 1,977 1,977
comprised the following:
Reversal of expected credit loss 1,585 254
Income from lease contract terminations 434 1,185
Other 6,073 4,564 1 February 2021 – 1 February 2020 –
31 January 2022 31 January 2021
47,761 20,542
Losses on sale of fixed assets 12 1,410
12 1,410
For the years ended 31 January 2022 and 2021, the details of expenses related to
1 February 2021 – 1 February 2020 –
personnel are as follows:
31 January 2022 31 January 2021
1 February 2021 – 1 February 2020 – Interest income on time deposits 83,083 57,901
31 January 2022 31 January 2021 Foreign exchange gain 28,838 9,640
Other (1)
51,211 100,306
Wages and salaries 351,903 246,332
163,132 167,847
Bonus expense 166,627 54,027
Social security premiums 64,437 34,801 Other finance income consists of discounts related with rent payments amounting
(1)
Meal expenses 28,658 17,961 TL 51,211due to Covid-19 pandemic according to the announcement published by the
Employee termination benefit expenses 28,228 5,464 Public Oversight Authority on 17 April 2020 (31 January 2021: TL 100,300).
Overtime expenses 9,843 6,163
Personnel travel expenses 7,397 5,319
Other 23,693 14,116
680,786 384,183
Tax rate used in the calculation of deferred tax assets and liabilities was %23 over
temporary timing differences expected to be reversed in 2022, and %20 over temporary
30 Income taxes
timing differences expected to be reversed in 2023 and the following years (31 January
Corporate tax 2021: 22%).
The Group is subject to Turkish corporate taxes. Provision is made in the accompanying
As of 31 January 2022 and 2021 tax rates used in deferred tax calculation according to
financial statements for the estimated charge based on the Group’s results for the
the tax laws of the countries except Turkey is as follows:
years and periods. Turkish tax legislation does not permit a parent company and its
subsidiary to file a consolidated tax return. Therefore, provisions for taxes, as reflected
in the accompanying consolidated financial statements, have been calculated on a Country 31 January 2022 31 January 2021
separate-entity basis. Russia 20% 20%
Germany 28.9% 28.4%
Corporate tax is applied on taxable corporate income, which is calculated from
the statutory accounting profit by adding back non-deductible expenses, and by Netherlands 20% 20%
deducting dividends received from resident companies, other exempt income and America 23.25% 23.14%
investment incentives utilized. Canada 26.88% 26.88%
In Turkey, advance tax returns are filed on a quarterly basis. Advance corporate income
Provision is made in the accompanying consolidated financial statements for the
tax rate applied in 2021 is 25%, for 2022 it will be 23%, after 2022 corporate tax rate will
estimated charge based on the each of the Group entities’ results for the year.
be 20%. (31 January 2021: 22%).
Netherland For the years ended 31 January 2022 and 2021, tax expense recognized in profit loss
comprised the following:
The Dutch corporate tax rate for corporations is 20% for profits up to EUR 200,000 1 February 2021 – 1 February 2020 –
and 25% for excess. There is a one-sided decree issued to prevent double taxation 31 January 2022 31 January 2021
for established companies in the Netherlands and, if there is no tax treaty, items such Current tax expense:
as profits from permanent foreign operations are not taxed. Dividend payments are Current year tax expense (153,666) (9,560)
the relevant year unless they request additional time (under normal circumstances for Total tax expense (116,004) (4,434)
an additional period of nine months). Tax declarations are open for five years following
their completion. For the years ended 31 January 2022 and 2021, tax income recognized in other
comprehensive income the following:
Tax authorities have the right to audit tax returns and related accounting records, and 1 February 2021 – 1 February 2020 –
disclosures may be amended according to audit findings. 31 January 2022 31 January 2021
Tax income/(expense), net:
Deferred taxes related to remeasurements of defined benefit
Canada liability/assets, net 1,512 198
Deferred taxes related to cash flow hedge reserve (8,363) 1,988
Canada’s federal-provincial general corporate income tax rate is 26.88%. Tax losses
can be carried forward for 20 years.
As at 31 January 2022 and 2021, the details of the current tax assets/liabilities is as
follows:
Withholding income tax
1 February 2021 – 1 February 2020 –
Except for the dividends paid to non-resident corporations which have a representative 31 January 2022 31 January 2021
office in Turkey or resident corporations, dividends are subject to withholding tax at Taxes (receivable)/ payable related to prior year, net (11,432) 4,234
the rate of 15%. An increase in capital via issuing bonus shares is not considered as a Current year tax expense 155,823 9,560
profit distribution and thus does not incur withholding tax. Corporate taxes paid (100,343) (25,225)
Total tax (assets)/liabilities, net 44,048 (11,431)
Current tax asset (7,453) (17,738)
Current tax liabilities 51,501 6,307
Non-deductible expenses(1) (1.5) (7,878) (20.7) (2,585) Right of use assets -- (64,049) (64,049)
Inventories 15,497 (967) 14,530
Tax exempt income 1.0 5,389 20.4 2,546
Due from related parties 1 (401) (400)
Change in unrecognized temporary
(334) Trade and other receivables 5,527 (655) 4,872
differences -- -- (2.7)
Derivatives -- (6,643) (6,643)
Tax incentive -- -- 4.1 510
Trade and other payables 11,482 (668) 10,814
Impact of change in tax rate (1.3) 6,947 (12.1) (1,509)
Provisions 5,305 -- 5,305
Impact of revaluation reserve 2.9 15,843 -- -- 4,142 -- 4,142
Employee benefits
Other (0.5) (2,869) 0.1 7 -- (38) (38)
Loans and borrowings
Current tax expense (21.5) (116,004) (35.5) (4,434) Contractual lease liabilities 71,932 -- 71,932
1,627 (128) 1,499
Other temporary differences
For the year ended 31 January 2022 tax effect of non-deductible expenses mainly
(1)
Total 129,563 (91,319) 38,244
consists of inventory counting differences amounting to TL 12,955 (31 January 2021: TL Set-off tax (80,202) 80,202
6,400). 49,361 (11,117)
Loans and borrowings (35) -- (35) Contractual lease liabilities 78,229 (6,297) -- -- 71,932
Contractual lease liabilities 78,229 -- 78,229 Provisions 2,650 2,526 -- 129 5,305
Other temporary differences 2,309 (645) 1,664 Employee benefits 2,344 (85) 1,512 371 4,142
Total 127,501 (116,866) 10,635
Loans and borrowings (35) (3) -- -- (38)
Set-off tax (105,250) 105,250
Other temporary differences 1,665 (2,308) -- 2,143 1,500
22,251 (11,616)
10,635 39,819 (6,851) (5,359) 38,244
Intangible assets (40,714) (241) -- (2,218) (43,173) Net profit for the year attributable to owners of the Company 400,441 4,583
Inventories 3,869 2,475 -- 106 6,450 Weighted average number of ordinary shares (basic) 49,657 49,657
Due from related parties (217) -- -- (3) (220) Earnings per ordinary share 8.0641 0.0923
33 Financial instruments (continued) 34 Nature and level of risks related to financial instruments
Market risk Credit risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, The carrying amounts of financial assets shows the maximum credit risk exposure. As
interest rates and equity prices will affect the Group’s income or the value of its holdings of the reporting date, the maximum exposure to credit risk is as follows:
of financial instruments. The objective of market risk management is to manage and
Receivables
control market risk exposures within acceptable parameters, while optimizing the
Trade receivables Other receivables
return.
Related Cash and cash
31 January 2022 Related party Other party Other (1)
equivalents (2)
Currency risk The maximum exposure to credit risk as
-- 394,487 -- 33,211 1,505,667
financial instruments (A+B+C+D)
The Group has exposure to the effects of fluctuations in the prevailing foreign currency - Portion of maximum risk covered by
-- -- -- -- --
exchange rates on its financial position and cash flows. The functional currencies of guarantees
Group entities are CAD, USD, EUR and RUB. A. Net book value of financial assets that
-- 355,638 -- 33,211 1,505,667
are neither past due not impaired
The Group uses derivative financial instruments such as short-term forward foreign B. Net book value of financial assets which
-- 38,849 -- -- --
are overdue, but not impaired
exchange contracts to hedge currency risk.
C. Net book value of impaired assets -- -- -- -- --
(1)
Other receivables from third parties excludes deposits and guarantees given.
(2)
Cash and cash equivalents exclude cash on hand
34 Nature and level of risks related to financial instruments 34 Nature and level of risks related to financial instruments
(continued) (continued)
Credit risk (continued) Credit risk (continued)
Receivables
Impairment
Trade receivables Other receivables For the years ended 31 January 2022 and 2021, movement of the provision for doubtful
Related Related Cash and cash
receivables is as follows:
31 January 2021 party Other party Other (1) equivalents (2)
The maximum exposure to credit risk as
-- 231,378 -- 16,478 888,194 1 February 2021 – 1 February 2020 –
financial instruments (A+B+C+D)
31 January 2022 31 January 2021
- Portion of maximum risk covered by
-- -- Balance beginning 22,175 17,709
guarantees
A. Net book value of financial assets that Current year provision 1,561 2,866
-- 208,690 -- 16,478 888,194
are neither past due not impaired Allowances no longer required (1,414) (61)
B. Net book value of financial assets Write-offs (479) (1,726)
-- 22,688 -- -- --
which are overdue, but not impaired Effect of movements in exchange rates 15,422 3,387
C. Net book value of impaired assets -- -- -- -- -- Balance ending 37,265 22,175
- Overdue (gross book value) -- 22,175 -- -- --
- Impairment (-) -- (22,175) -- -- -- The Group monitors the collectability of its trade receivables periodically and records
-Secured portion of net amount by provision for potential losses on doubtful receivables based on historical collection
-- -- -- -- --
guarantees rates. Subsequent to recognition of allowance for doubtful receivables, partial or full
- Not past due (gross carrying amount) -- -- -- -- -- recovery of doubtful receivables will be recorded under profit or loss with an offset to
- Impairment (-) -- -- -- -- --
provision for doubtful receivables.
- Secured portion of net amount by
-- -- -- -- --
guarantees
D. Elements including credit risk on off
consolidated statement of financial -- -- -- -- --
position
(1)
Other receivables from third parties excludes deposits and guarantees given.
(2)
Cash and cash equivalents exclude cash on hand.
34 Nature and level of risks related to financial instruments 34 Nature and level of risks related to financial instruments
(continued) (continued)
Liquidity risk Liquidity risk (continued)
As at 31 January 2022 and 2021, maturities of financial liabilities including estimated
interest payments based on repayment schedules are included below: Carrying Contractual 3 month 3-12 5 year
31 January 2021 Note amount cash or less months 1-5 year than more
Non derivative financial
5 year liabilities
Carrying Contractual 3 month 3-12 1-5 than Bank loans 5 926,541 1,156,889 94,698 721,581 340,610 --
31 January 2022 Note amount cash or less months year more
Contractual lease liabilities 5 478,618 602,617 69,580 163,583 333,889 35,565
Non derivative financial
Trade payables to third
liabilities
parties 7 481,899 601,527 510,176 91,351 -- --
Bank loans 5 890,608 958,680 279,507 679,173 -- -- Trade payables to related
Contractual lease liabilities 5 505,925 607,506 108,199 165,049 301,234 33,024 parties 6 156,296 148,767 141,103 7,664 -- --
Trade payables to third Other payables to related
parties 7 975,843 979,457 786,429 193,028 -- -- parties 6 176 176 176 -- -- --
Trade payables to related Payables to employees 18 38,863 38,863 38,863 -- -- --
parties 6 212,803 214,489 206,008 8,481 -- --
Total 2,082,393 2,548,839 854,596 984,179 674,499 35,565
Other payables to related
parties 6 41 41 41 -- -- --
Payables to employees 18 119,977 119,977 100,056 -- 19,921 --
Total 2,705,197 2,880,150 1,480,240 1,045,731 321,155 33,024
34 Nature and level of risks related to financial instruments 34 Nature and level of risks related to financial instruments
(continued) (continued)
Market risk Market risk (continued)
Currency risk Currency risk (continued)
As of 31 January 2022 the Group's foreign currency position specified in the following As of 31 January 2021 the Group’s foreign currency position specified in the following
table arises from foreign currency is denominated as assets and liabilities. table arises from foreign currency is denominated as assets and liabilities.
TL
TL Equivalent USD Euro Other
Equivalent USD Euro Other
1. Trade receivables 12,962 582 -- 5,162 1. Trade receivables 5,071 304 -- 2,845
2a. Monetary financial assets (including cash. banks) 65,150 2,645 1,511 7,087 2a. Monetary financial assets (including cash. banks) 51,030 4,260 1,711 4,661
As at 31 January 2022, Mavi Turkey has trade receivables amounting to TL 23,261 from consolidated As at 31 January 2021, Mavi Turkey has trade receivables amounting to TL 24,505 from consolidated
subsidiaries which comprise; USD 81 thousand , CAD 143 thousand EUR (112) thousand and RUB 127,618 subsidiaries which comprise; EUR 2,451 thousand, USD 127 thousand, CAD 208 thousand and RUB 6,775
thousand. These amounts have been eliminated in consolidation. Considering these receivables, the thousand. These amounts have been eliminated in consolidation. Considering these receivables, the
Group’s net foreign currency monetary assets position amounts to TL 16. Group’s net foreign currency monetary assets position amounts to TL 9,486.
358 ANNUAL REPORT 2021 359
Mavi Giyim Sanayi ve Ticaret Anonim Şirketi and Its Subsidiaries Mavi Giyim Sanayi ve Ticaret Anonim Şirketi and Its Subsidiaries
Notes to the Consolidated Financial Statements Notes to the Consolidated Financial Statements
As at for the year ended 31 January 2022 As at for the year ended 31 January 2022
(Amounts are expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) (Amounts are expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
34 Nature and level of risks related to financial instruments 34 Nature and level of risks related to financial instruments
(continued) (continued)
Market risk (continued) Market risk (continued)
Currency risk (continued)
Sensitivity analysis
The Group’s foreign exchange risk consists of movements of TL against Euro, US Dollar Foreign Currency Sensitivity Analysis
and Rouble and Australia Dollar. 31 January 2022
Profit/Loss Equity
The basis for performing sensitivity analysis to measure foreign exchange risk is to
Appreciation Devaluation Appreciation Devaluation
disclose total currency position of the Company. Total foreign currency position consists of foreign of foreign of foreign of foreign
of all purchase/sales agreements in foreign currency and all assets and liabilities. currency currency currency currency
Analysis does not include net foreign currency investments. 10% change of the USD against TL
1- Net USD denominated asset/liability 1,851 (1,851) 1,851 (1,851)
The Group’s short term and long term borrowings are carried out in balance under
pooling/portfolio model. 2- Hedged portion of TL against USD risk(-) -- -- 13,439 (13,439)
3- Net effect of USD (1+2) 1,851 (1,851) 15,290 (15,290)
10% change of the EURO against TL
4- Net EURO denominated asset/liability (5,380) 5,380 (5,380) 5,380
5- Hedged portion of TL against EURO risk(-) -- -- -- --
6- Net effect of EURO (4+5) (5,380) 5,380 (5,380) 5,380
10% change of other against TL
7- Net other denominated asset/liability 1,201 (1,201) 1,201 (1,201)
8- Hedged portion of TL against other risk(-) -- -- -- --
9- Net effect of other (7+8) 1,201 (1,201) 1,201 (1,201)
Total (3+6+9) (2,328) 2,328 11,111 (11,111)
34 Nature and level of risks related to financial instruments 34 Nature and level of risks related to financial instruments
(continued) (continued)
Market risk (continued) Profile
Currency risk (continued) The interest rate profile of the Group’s interest-bearing financial instruments is:
Foreign Currency Sensitivity Analysis
Fixed interest rate items 31 January 2022 31 January 2021
31 January 2021
Financial assets 1,149,556 707,377
Profit/Loss Equity Financial liabilities (1,396,533) (1,405,159)
Appreciation Devaluation Appreciation Devaluation
of foreign of foreign of foreign of foreign
The fair value of fixed rate instruments risk:
currency currency currency currency
10% change of the USD against TL The Group does not have any derivative instruments (interest rate swaps) accounted
1- Net USD denominated asset/liability 3,000 (3,000) 3,000 (3,000) under fair value hedge accounting model or financial assets or liabilities for which fair
values are recorded in profit or loss. Therefore, any changes in interest rates during the
2- Hedged portion of TL against USD risk(-) -- -- 11,037 (11,037)
reporting period will not have an impact on profit or loss.
3- Net effect of USD (1+2) 3,000 (3,000) 14,037 (14,037)
10% change of the EURO against TL
The fair value of variable rate instruments risk:
4- Net EURO denominated asset/liability (5,240) 5,240 (5,240) 5,240
5- Hedged portion of TL against EURO risk(-) -- -- -- --
As the Group does not have any variable rate borrowings, changes in interest rates as
of the reporting period will not have an impact on profit or loss.
6- Net effect of EURO (4+5) (5,240) 5,240 (5,240) 5,240
10% change of other against TL
Capital risk management
7- Net other denominated asset/liability 738 (738) 738 (738)
8- Hedged portion of TL against other risk(-) -- -- -- --
The Group’s objectives when managing capital are to safeguard, and provide benefits
to other stakeholders in order to reduce the cost of capital in order to maintain and
9- Net effect of other (7+8) 738 (738) 738 (738)
protect the optimal capital structure of the Group.
Total (3+6+9) (1,502) 1,502 9,535 (9,535)
To maintain or adjust the capital structure, the Group determines the amount of
dividends paid to shareholders, issue new shares or may sell assets to reduce debt.
Group capital and net financial debt/equity ratio is followed using net financial debt
less cash and cash equivalents; total financial debt is calculated by deducting from
that amount.
34 Nature and level of risks related to financial instruments 35 Financial risk management (continued)
(continued) Fair values (continued)
Capital risk management (continued) Fair value disclosures
As at 31 January 2022 and 2021, net debt / equity ratios are as follows: The Group estimates the fair values of financial instruments based on market
information readily available and proper valuation approaches. The following tables
31 January 2022 31 January 2021 show the valuation techniques used in measuring Level 2 and Level 3 fair values for
Loans and borrowings (Note 5)
(1)
1,396,533 1,405,159 financial instruments measured at fair value in the statement of financial instruments
Cash and cash equivalents (Note 4) (1,508,641) (893,483)
measured at fair value in the statement of financial position, as well as the significant
unobservable inputs used.
Net financial liabilities (112,108) 511,676
Equity 1,193,357 534,009 When measuring fair value of an asset or a liability, the Group uses observable market
Net financial liabilities / equities rate (0.09) 0.96 data as far as possible. Fair values are categorised into different levels in fair value
hierarchy based on the inputs used in the valuation techniques as follows:
(1)
Lease liabilities are included arising from IFRS 16 .
Ɋ Level 1: quoted prices (unadjusted) in active markets for identical assets and
liabilities.
35 Financial risk management Ɋ Level 2: inputs other than quoted prices included in Level 1 that are observable
for the asset or liability, either directly (i.e. prices) or indirectly (i.e. derived from
Fair values prices).
Carrying amount Fair value
Ɋ Level 3: inputs for the asset or liability that are not based on observable market
Other data.
Loans and financial
31 January 2022 receivables liabilities Total Level 1 Level 2 Level 3 Total
Financial liabilties measured at 36 Important developments related to the current period
fair value
Derivatives 28,882 -- 28,882 -- 28,882 -- 28,882 Challenges brought forward by the Covid-19 pandemic are being managed. All
measures recommended by the local and global health authorities have been
Total 28,882 -- 28,882 -- 28,882 -- 28,882
adopted in all our markets.
Other Mavi’s agile product planning and speed to shelf capabilities played an important
Loans and financial role in delivering increased units per transaction, enabling to continuously keep fresh
31 January 2021 receivables liabilities Total Level 1 Level 2 Level 3 Total and relevant inventory across stores and other sales channels.
Financial liabilties measured at
fair value
Derivatives (8,601) -- (8,601) -- (8,601) -- (8,601)
Total (8,601) -- (8,601) -- (8,601) -- (8,601)
Russia’s invasion of Ukraine started on 24 February 2022. Mavi does not have any
monobrand stores or active operations in Ukraine. On the other hand, the Group’s Note 31 January 2022 31 January 2021
operations in Russia cover 36 stores, 19 owned and 17 franchise stores, mainly located Profit 423,018 8,043
in and around Moscow and St. Petersburg. Sales in Russia constitute 2.2% of total
Income tax expense 30 116,004 4,434
consolidated sales. The Group does not expect any material impact on its business
Profit before tax 539,022 12,477
due to the latest developments in the region.
Adjustment for:
-Net finance costs 159,764 76,755
Payables interest income (net) (6,477) (6,164)
Foreign exchange gain and loss (net) (12,618) (2,463)
-Depreciation and amortisation 27 358,049 311,665
EBITDA 1,037,740 392,270
As of 31 January 2022 IFRS 16 has an impact of TL 272,409 (31 January 2021 : TL 181,758)
on EBITDA.
368
07
GENERAL
ASSEMBLY
7.1 Agenda of the Ordinary General Assembly
7.2 Dividend Distribution Policy
7.3 Dividend Distribution Proposal
7.4 Dividend Distribution Table
3. Reading of the Independent Audit Report Summary for the special accounting
period of 1 February 2021–31 January 2022,
7. Informing the shareholders on the Remuneration Policy which sets out the
principles of remuneration of the Board Members and the Senior Executives in
accordance with the Capital Markets Board’s regulations and providing
information regarding the attendance fees paid to the Board of Directors’
members in accordance with such Policy within the special accounting
period of 1 February 2021–31 January 2022,
49.657.000,00
ACCOUNTING PERIOD DATED 1 FEBRUARY 2. General legal reserves (as per statutory records) 19.165.758,02
Information concerning preferred shares, if, as per the company Articles of Association, there are any privileges for preferred shares in distribution of dividends:
No
3.
514.912.958,79
4. Taxes (-) 116.003.383,00 131.153.823,58
It has been decided that the payment of TRY 120,428,712.01 total gross amount of 5. Net Profit (=) 400.440.871,00 383.759.135,21
cash covered from the 2021 financial year dividend resulting in TRY 2.4252 (%242.52) 6. Prior years' losses (-) -- --
7. Legal reserve fund (-) -- --
gross payment per TRY 1 nominal value share to the approval of the shareholders at 8. NET DISTRIBUTABLE PROFIT FOR THE PERIOD (=) 400.440.871,00 383.759.135,21
the Ordinary General Assembly Meeting in which the operating results of 2021 financial Dividend Advance Distributed (-) -- --
year will be discussed. According to the proposal, dividend payments will commence Dividend Advance Less Net Distributable Current Period Profit 400.440.871,00 383.759.135,21
9. Grants made during the year (+) 988.169,00 0,00
as of 16.08.2022. 10. Net distributable profit including grants 401.429.040,00 383.759.135,21
First category dividend to shareholders -- --
-Cash 120.428.712,00 2.482.850,00
11.
-Shares -- --
-Total 120.428.712,00 2.482.850,00
12. Dividends distributed to preferred shareholders -- --
Other dividends distributed -- --
-Members of the Board of Directors -- --
13.
-Employees -- --
-Non-shareholders -- --
14. Dividends distributed to holders of usufruct right certificates -- --
15. Second category dividend to shareholders -- 117.945.862,00
16. Legal reserve fund 11.794.586,20 11.794.586,20
17. Status reserves -- --
18. Special reserves -- --
19. EXTRAORDINARY RESERVES 268.217.572,80 251.535.837,01
Other sources planned for distribution -- --
20
Retained Earnings -- --
-Extraordinary reserves -- --
-Other distributable reserves as per the legislation and Articles of Association -- --
Mavi Giyim Sanayi ve Ticaret A.Ş. Information on Dividend per Share for 2021
TOTAL DIVIDEND AMOUNT/
TOTAL DIVIDEND AMOUNT* NET DISTRIBUTABLE PROFIT DIVIDEND PER SHARE FOR 1 TL NOMINAL VALUE
GROUP
FOR THE PERIOD*
CASH (TL) SHARES (TL) RATIO (%) AMOUNT (TL) SHARE (%)
A (**) 262.633,40 -- 0,07 2,4252 242,52
Gross B (***) 120.166.078,61 -- 30,01 2,4252 242,52
Total 120.428.712,01 -- 30,07
A (**) 236.370,06 -- 0,06 2,1827 218,27
Net B (***) 108.149.470,75 -- 27,01 2,1827 218,27
Total 108.385.840,81 -- 27,07
* Group A shares representing 0,22% of the capital are owned by Blue International Holding BV. The Company
shall be subject to withholding tax within the framework of the provisions of the Double Taxation Prevention
Agreement.
**The Company does not have information regarding the entity type of Group B shareholders (“limited liability,
full liable, legal entity or real person”). The calculation is based on the assumption that all shareholders in this
group are subject to withholding tax at the local rate.
Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee (“DTTL”), its network of member firms, and
their related entities. DTTL and each of its member firms are legally separate and independent entities. DTTL (also referred to as “Deloitte Global”) does not
provide services to clients. Please see www.deloitte.com/ about to learn more about our global network of member firms.
To the extent available, the industry, market and competitive position data contained in this Report come from
independent official or third party sources. Although the Company believes that these information are provided
by reliable sources, it has not, however, independently verified accuracy and completeness of the information
contained therein. In addition, some of the market and competitive position data contained in this Report
come from the internal research and estimates based on the knowledge and experience of the Company’s
management in the markets that the Company operates. Although, the Company believes that the internal
research and estimates are reasonable, accuracy and completeness of these research and estimates and
methodologies and assumptions relevant with these research and estimates have not verified by independent
third parties. The Company, its management and/or its employees and/or other related persons may not be
held responsible for any direct or indirect loss that could arise from the use of the data stated in this Report.
Forward-looking statements included in this Report are subject to risks, uncertainties and other important
factors which are known or unknown to the Company or which cannot be controlled or which can be controlled
in a limited manner by the Company. These risks, uncertainties and other important factors may cause our
actual results, performance or achievements to be materially different from any future results, performance or
achievements expressed or implied by such statements. Changes in customer tastes and spending patterns;
changes in customer traffic; ability to accurately predict customer preferences and demands; ability to
successfully implement new store rollout and retail strategy; effectiveness of brand awareness and marketing
programs; difficulties that can be observed in retail fashion and fragility that can be observed in customer
loyalty; competitive factors in retail fashion; impact of extreme unseasonal weather conditions on retail fashion;
ability to retain key management and personnel; circumstances affecting relationships with major suppliers
and distributors; currency and interest rate risks and fluctuations and other changes in financial markets and
macro economic conditions; changes in tax rates, applicable laws and government policies and operational
disruptions, natural disasters, wars, terrorist activities, work stoppages, slowdowns or strikes are, without any
limitation of the foregoing, among these risks, uncertainities and other important factors. Explanations regarding
risks, uncertainities and other important factors that may affect forward looking statements can be found in the
explanatory notes of financial statements and in the “Risk Management and Internal Control System” section of
this Report.
Forward-looking statements included in this Report are based on a number of assumptions relevant to the
current and future business strategies of the Company and the business environment in which the Company
operates. Forward-looking statements speak only as at the date on which they are made. The Company
warns addressees of this Report that forward -looking statements does not constitute a guarantee as to the
future performance and results of the Company and that actual results as to Company’s financial position,
expectations, growth, business strategy, plans and future operations may differ materially from forward-looking
statements stated in this Report. In addition, even if the actual results and achievements as to Company’s
financial position, expectations, growth, business strategy, plans and future operations will be consistent with
the forward-looking statements included in this Report, this consistency cannot be considered as an indicator
as to any further future results and achievements. The Company, its management and/or its employees and/
or other related persons may not be held responsible for any direct or indirect loss that could arise from the
use of the forward-looking statements stated in this Report. The Report and the accompanying disclaimer are
provided both in Turkish and English languages. In case of any discrepancy between Turkish and English version
of Zthe Report and the accompanying disclaimer, Turkish version shall prevail. The Company believes that the
information included in this Report is accurate as of the date of the Report and accepts no responsibility for any
spelling or printing errors that may occur during the Report’s preparation.
380