CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTH INTERIM PERIOD
ENDED 31 MARCH 2026
(Translated into English from the report originally issued in Turkish)
CONTENT PAGE
CONDENSED CONSOLIDATED BALANCE SHEET (STATEMENT OF FINANCIAL POSITION)
AS AT 31 MARCH 2026 1-2
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS FOR THE THREE MONTH INTERIM PERIOD ENDED 31 MARCH 2026 ........................................................................................ 3
CONDENSED CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME FOR
THE THREE MONTH INTERIM PERIOD ENDED 31 MARCH 2026 ................................................... 4
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE THREE
MONTH INTERIM PERIOD ENDED 31 MARCH 2026.......................................................................... 5
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE THREE MONTH
INTERIM PERIOD ENDED 31 MARCH 2026 ......................................................................................... 6
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTH INTERIM PERIOD ENDED 31 MARCH 2026 7-37
NOTE 1 ORGANIZATION AND OPERATIONS OF THE GROUP .................................................. 7
NOTE 2 BASIS OF PRESENTATION OF THE CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS 7-9
NOTE 3 ADOPTION OF NEW AND REVISED STANDARDS ........................................................ 9
NOTE 4 EVENTS AND TRANSACTIONS MATERIALLY AFFECTING THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 9-10
NOTE 5 SIGNIFICANT CHANGES IN EQUITY ............................................................................... 10
NOTE 6 SEGMENT REPORTING 11-15
NOTE 7 CASH AND CASH EQUIVALENTS ..................................................................................... 16
NOTE 8 TRADE RECEIVABLES AND PAYABLES 16-17
NOTE 9 CONTRACT ASSETS AND LIABILITIES ARISING FROM ONGOING
CONSTRUCTION WORKS 17-18
NOTE 10 INVENTORIES ...................................................................................................................... 18
NOTE 11 INVESTMENTS VALUED BY EQUITY METHOD ........................................................... 19
NOTE 12 PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS,
INVESTMENT PROPERTY AND RIGHT-OF-USE ASSETS 20-22
NOTE 13 SHORT AND LONG-TERM BORROWINGS....................................................................... 23
NOTE 14 PROVISIONS, CONTINGENT ASSETS AND LIABILITIES 23-24
NOTE 15 COMMITMENTS 25-26
NOTE 16 SIGNIFICANT RELATED PARTY TRANSACTIONS ....................................................... 26
NOTE 17 EQUITY................................................................................................................... ................ 27
NOTE 18 EARNINGS PER SHARE ...................................................................................................... 27
NOTE 19 OTHER OPERATING INCOME AND EXPENSES ............................................................. 28
NOTE 20 FINANCIAL INCOME AND EXPENSES ............................................................................ 28
NOTE 21 EXPLANATIONS REGARDING NET MONETARY POSITIONS GAINS/(LOSES) ....... 29
NOTE 22 DERIVATIVE INSTRUMENTS ........................................................................................... 30
NOTE 23 FOREIGN CURRENCY POSITION 31-33
NOTE 24 FINANCIAL INSTRUMENTS 34-37
NOTE 25 SUBSEQUENT EVENTS ...................................................................................................... 37
Unreviewed 31 March | Audited 31 December | |||
ASSETS | Notes | 2026 | 2025 | |
Current Assets | 30.209.834 | 29.724.141 | ||
Cash and cash equivalents | 7 | 8.960.018 | 9.083.755 | |
Trade receivables | 8 | 5.505.163 | 5.684.865 | |
- Related party receivables | 115.665 | 112.422 | ||
- Trade receivables from third parties | 5.389.498 | 5.572.443 | ||
Other receivables | 212.781 | 506.940 | ||
- Related party receivables | 34.627 | - | ||
- Other receivables from third parties | 178.154 | 506.940 | ||
Contract assets arising from ongoing construction works | 9 | 777.735 | 775.955 | |
Inventories | 10 | 11.755.473 | 10.993.228 | |
Prepaid expenses | 1.266.705 | 1.151.516 | ||
- Prepaid expenses to third parties | 1.266.705 | 1.151.516 | ||
Assets related to current tax | 240.001 | 257.703 | ||
Other current assets | 1.373.481 | 1.138.211 | ||
- Other current assets from third parties | 1.373.481 | 1.138.211 | ||
30.091.357 | 29.592.173 | |||
Assets classified as held for sale | 118.477 | 131.968 | ||
Non-Current Assets | 48.442.836 | 49.719.112 | ||
Financial investments | 4, 24 | 5.704.803 | 5.714.254 | |
Trade receivables | 8 | 1.845.440 | 2.053.552 | |
- Trade receivables from third parties | 1.845.440 | 2.053.552 | ||
Other receivables | 187.544 | 173.759 | ||
- Other receivables from third parties | 187.544 | 173.759 | ||
Investments valued by equity method | 11 | 2.383.805 | 2.506.209 | |
Investment property | 12 | 3.047.166 | 3.103.054 | |
Property, plant and equipment | 12 | 31.091.179 | 31.898.937 | |
Right-of-use assets | 12 | 422.237 | 444.671 | |
Intangible assets | 12 | 706.521 | 721.957 | |
- Goodwill | 184.326 | 184.326 | ||
- Other intangible assets | 522.195 | 537.631 | ||
Prepaid expenses | 575.420 | 405.947 | ||
- Prepaid expenses to third parties | 575.420 | 405.947 | ||
Deferred tax assets | 1.826.882 | 2.030.292 | ||
Other non-current assets | 651.839 | 666.480 | ||
- Other non-current assets from third parties | 651.839 | 666.480 | ||
TOTAL ASSETS | 78.652.670 | 79.443.253 | ||
Unreviewed 31 March | Audited 31 December | ||
LIABILITIES | Notes | 2026 | 2025 |
Current Liabilities | 39.114.844 | 39.713.391 | |
Short-term borrowings | 13 | 10.188.633 | 10.735.873 |
Short-term portion of long-term borrowings | 3.417.017 | 3.668.697 | |
Trade payables | 8 | 17.164.654 | 16.864.454 |
- Related party payables | 3.691 | 3.217 | |
- Trade payables to third parties | 17.160.963 | 16.861.237 | |
Payables related to employee benefits | 741.219 | 742.461 | |
Other payables | 722.613 | 878.818 | |
- Related party payables | - | 35.652 | |
- Other payables to third parties | 722.613 | 843.166 | |
Contract liabilities arising from ongoing construction works | 9 | 1.335.190 | 1.223.846 |
Derivative instruments | 22 | 178.196 | 407.180 |
Deferred revenue | 3.812.101 | 3.158.805 | |
- Deferred revenue from third parties | 3.812.101 | 3.158.805 | |
Current tax liability | 341.581 | 451.904 | |
Short-term provisions | 14 | 1.110.669 | 1.499.439 |
- Short-term provisions attributable to employee benefits | 417.139 | 481.172 | |
- Other short-term provisions | 693.530 | 1.018.267 | |
Other short-term liabilities | 102.971 | 81.914 | |
- Other short-term liabilities to third parties | 102.971 | 81.914 | |
Non-Current Liabilities | 4.071.060 | 3.650.166 | |
Long-term borrowings | 13 | 1.564.542 | 1.304.243 |
Trade payables | 8 | 131.259 | 98.230 |
- Trade payables to third parties | 131.259 | 98.230 | |
Other payables | 411.052 | 324.952 | |
- Other payables to third parties | 411.052 | 324.952 | |
Long-term provisions | 14 | 993.013 | 1.076.517 |
- Long-term provisions attributable to employee benefits | 993.013 | 1.076.517 | |
Deferred tax liabilities | 971.194 | 846.224 | |
TOTAL LIABILITIES | 43.185.904 | 43.363.557 | |
EQUITY | 35.466.766 | 36.079.696 | |
Equity Attributable To Owners Of The Parent | 5, 17 | 35.055.157 | 35.637.171 |
Paid in capital | 370.000 | 370.000 | |
Capital structure adjustment | 10.004.768 | 10.004.768 | |
Repurchased Shares (-) | (1.349.921) | (1.349.921) | |
Premiums in capital stock | 8.001.344 | 8.001.344 | |
Accumulated other comprehensive income (loss) | (2.529.300) | (2.948.231) | |
that will not be reclassified to profit or loss | |||
- Loss on investments in equity instruments (-) | (2.227.175) | (2.639.313) | |
- Loss on revaluation and remeasurement (-) | (302.125) | (308.918) | |
Accumulated other comprehensive income that will be reclassified to profit or loss
(3.086.563) (2.620.625)
- Currency translation reserve | (2.917.488) | (2.257.277) |
- Hedging reserve | (169.075) | (363.348) |
Legal reserves | 8.513.092 | 8.495.009 |
Prior years' income | 15.666.744 | 21.980.726 |
Net loss for the period | (535.007) | (6.295.899) |
Non-controlling Interests | 411.609 | 442.525 |
TOTAL LIABILITIES AND EQUITY | 78.652.670 | 79.443.253 |
Notes 2026 | 2025 | ||
Revenue | 6 | 14.743.186 | 17.746.332 |
Cost of revenue (-) | (13.705.912) | (16.333.501) | |
GROSS PROFIT | 1.037.274 | 1.412.831 | |
General administrative expenses (-) | (724.349) | (848.891) | |
Marketing expenses (-) | (738.238) | (817.406) | |
Research and development expenses (-) | (15.005) | (13.462) | |
Other operating income | 19 | 1.242.400 | 1.438.129 |
Other operating expenses (-) | 19 | (1.379.666) | (1.548.239) |
Share on profit (loss) of investments valued | |||
by equity method | 11 | 24.938 | (38.147) |
OPERATING LOSS | (552.646) | (415.185) | |
Investment income | 51.609 | 114.062 | |
Investment expense (-) | (1.959) | (779) | |
LOSS BEFORE FINANCIAL | |||
INCOME (EXPENSE) | (502.996) | (301.902) | |
Financial income | 20 | 331.226 | 507.954 |
Financial expenses (-) | 20 | (1.261.451) | (1.722.412) |
Net monetary position gain (loss) | 21 | 1.177.196 | 859.004 |
LOSS FROM CONTINUING | |||
OPERATIONS BEFORE TAXATION | (256.025) | (657.356) | |
Tax Expense from Continuing Operations (-) | (283.373) | (305.014) | |
Tax expense for the period (-) | (69.597) | (302.829) | |
Deferred tax expense | (213.776) | (2.185) | |
LOSS FROM CONTINUING | |||
OPERATIONS FOR THE PERIOD | (539.398) | (962.370) | |
Distribution of Loss for the Period | |||
Non-controlling interests | (4.391) | (2.556) | |
Owners of the parent | 18 | (535.007) | (959.814) |
Loss Per Share | 18 | (1,500) | (2,688) |
2026 | 2025 | |
LOSS FOR THE PERIOD OTHER COMPREHENSIVE INCOME: | (539.398) | (962.370) |
Items that will not be reclassified to profit or loss | 418.931 | (37.371) |
Gain (loss) on investments in equity instruments | 444.525 | (53.876) |
Gain (loss) on revaluation of defined | ||
benefit plans | 7.571 | (3.736) |
Taxes based on other comprehensive income that | ||
will not be reclassified to profit or loss | (33.165) | 20.241 |
- Deferred tax income/(expense) | (33.165) | 20.241 |
Items that will be reclassified to profit or loss | (492.463) | (228.574) |
Currency translation reserve differences | (686.736) | (558.897) |
Other comprehensive income related to | ||
cash flow hedging | 259.030 | 440.430 |
Taxes based on other comprehensive income that | ||
will be reclassified to loss | (64.757) | (110.107) |
- Deferred tax expense (-) | (64.757) | (110.107) |
OTHER COMPREHENSIVE INCOME (EXPENSE) | (73.532) | (265.945) |
TOTAL COMPREHENSIVE EXPENSE | (612.930) | (1.228.315) |
Distribution of Total Comprehensive Expense | ||
for the Period | ||
Non-controlling interests | (30.916) | (13.838) |
Owners of the parent | (582.014) | (1.214.477) |
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE THREE MONTH INTERIM PERIOD ENDED 31 MARCH 2026
(Amounts expressed in thousands of Turkish Lira (TRY) in terms of purchasing power of the TRY at 31 March 2026 unless otherwise indicated.)
Items not to be | Items to be | |||||||||||||
reclassified | reclassified | |||||||||||||
to profit or loss | to profit or loss | Retained Earnings | ||||||||||||
Gain (loss) on | Gain (loss) on | Net profit | Equity | |||||||||||
Capital | Premiums | investments | revaluation | Currency | Gains | for the | attributable | Non- | ||||||
Paid in | structure | Repurchased | in capital | in equity | and | translation | (loss) | Legal | Prior years' | (loss) | to owners of | controlling | ||
Unreviewed | capital | adjustment | shares | stock | instruments | remeasurement | reserve | on hedging | reserves | income | period | the parent | interests | Equity |
Opening balance as of 1 January 2025 | 370.000 | 10.004.768 | (1.080.776) | 8.001.344 | (2.595.618) | (342.132) | (467.412) | (641.241) | 8.175.423 | 21.874.867 | 582.023 | 43.881.246 | 598.332 | 44.479.578 |
Transfers | - | - | - | - | - | - | - | - | 38.554 | 543.469 | (582.023) | - | - | - |
Total comprehensive income (expense) | - | - | - | - | (35.517) | (1.854) | (547.615) | 330.323 | - | - | (959.814) | (1.214.477) | (13.838) | (1.228.315) |
- Loss for the period | - | - | - | - | - | - | - | - | - | - | (959.814) | (959.814) | (2.556) | (962.370) |
- Other comprehensive income (expense) | - | - | - | - | (35.517) | (1.854) | (547.615) | 330.323 | - | - | - | (254.663) | (11.282) | (265.945) |
Increase due to treasury shares transactions | - | - | (269.145) | - | - | - | - | - | 269.145 | (269.145) | - | (269.145) | - | (269.145) |
Closing balance as of 31 March 2025 | 370.000 | 10.004.768 | (1.349.921) | 8.001.344 | (2.631.135) | (343.986) | (1.015.027) | (310.918) | 8.483.122 | 22.149.191 | (959.814) | 42.397.624 | 584.494 | 42.982.118 |
Unreviewed | ||||||||||||||
Opening balance as of 1 January 2026 | 370.000 | 10.004.768 | (1.349.921) | 8.001.344 | (2.639.313) | (308.918) | (2.257.277) | (363.348) | 8.495.009 | 21.980.726 | (6.295.899) | 35.637.171 | 442.525 | 36.079.696 |
Transfers | - | - | - | - | - | - | - | - | 18.083 | (6.313.982) | 6.295.899 | - | - | - |
Total comprehensive income (expense) | - | - | - | - | 412.138 | 6.793 | (660.211) | 194.273 | - | - | (535.007) | (582.014) | (30.916) | (612.930) |
- Loss for the period | - | - | - | - | - | - | - | - | - | - | (535.007) | (535.007) | (4.391) | (539.398) |
- Other comprehensive income (expense) | - | - | - | - | 412.138 | 6.793 | (660.211) | 194.273 | - | - | - | (47.007) | (26.525) | (73.532) |
Closing balance as of 31 March 2026 | 370.000 | 10.004.768 | (1.349.921) | 8.001.344 | (2.227.175) | (302.125) | (2.917.488) | (169.075) | 8.513.092 | 15.666.744 | (535.007) | 35.055.157 | 411.609 | 35.466.766 |
indicated.) | |||
Unreviewed | Unreviewed | ||
1 January- | 1 January - | ||
Notes | 31 March 2026 | 31 March 2025 | |
A. CASH FLOWS FROM OPERATING ACTIVITIES | 138.852 | (1.411.847) | |
Loss for the Period | (539.398) | (962.369) | |
Adjustments to Reconcile Net Profit | 446.021 | 1.195.993 | |
- Depreciation and Amortization | 12 | 765.021 | 787.269 |
- Impairment/Reversed Provision | 10 | (34.206) | (65.406) |
- Provision Adjustments | 8, 14 | (99.428) | (256.005) |
- Dividend Income and Expenses | (35.330) | (65.931) | |
- Interest Income and Expense Adjustments | 20 | 248.516 | 280.275 |
- Gain/Loss on Fair Valuation | 4, 24 | 180.024 | (120.672) |
- Group's Share on Profit of Investments in Associates Accounted by Equity Method
11 (24.938) 38.147
- Allowance for Taxation | 283.373 | 305.014 | |
- Adjustments for Gain/Loss on Sale of Fixed Assets | 12 | (1.153) | (26.556) |
- Adjustments for Gain/Loss from Monetary Items | (835.858) | 319.858 | |
Movements in Working Capital | 805.860 | (918.071) | |
- Changes in Financial Investments | 4 | - | 3.552 |
- Changes in Trade Receivables | 8 | 422.134 | (421.961) |
- Changes in Other Assets | 59.745 | 111.226 | |
- Changes in Contract Assets Arising from Ongoing Construction Works | 9 | (1.780) | 473.576 |
- Changes in Derivative Instruments | - | - | |
- Changes in Inventories | 10 | (675.626) | (565.453) |
- Changes in Prepaid Expenses | (46.027) | (125.091) | |
- Changes in Trade Payables | 8 | 297.577 | 207.129 |
- Changes in Payables Related to Employee Benefits | (1.242) | 78.900 | |
- Changes in Contract Liabilities Arising from Ongoing Construction Works | 9 | 111.344 | 135.770 |
- Changes in Other Liabilities | (13.561) | 152.136 | |
- Changes in Deferred Revenue | 653.296 | (967.855) | |
Cash Generated by Operating Activities | 712.483 | (684.447) | |
Interest Paid | (428.072) | (605.429) | |
Interest Received | 106.102 | 181.837 | |
Payments Related to Employee Benefits | 14 | (182.064) | (83.437) |
Other Provision Paid | 14 | - | (1.713) |
Tax Paid/Return | (69.597) | (218.658) | |
B. CASH FLOWS FROM INVESTING ACTIVITIES | (386.025) | (819.457) | |
Cash Outflows for Acquisition of Shares in Other Entities or Shares in Funds or Borrowing Instruments | 4, 24 | - | 7.209 |
Proceeds from Sales of Tangible and Intangible Assets | 12 | 388 | 33.364 |
Acquisition of Tangible and Intangible Assets | 12 | (183.697) | (825.953) |
Acquisition of Investment Properties | 12 | (2.216) | (12.881) |
Proceeds from Sales of Assets Held for Sale | 2.805 | - | |
Advances and Debts Given | (238.635) | (22.595) | |
Dividend Received | 35.330 | 1.399 | |
C. CASH FLOWS FROM FINANCING ACTIVITIES | 392.200 | 109.149 | |
Cash Outflows for Payments due to Repurchased Shares | 5 | - | (269.145) |
Proceeds from Borrowings | 3.601.467 | 3.362.417 | |
Repayments of Borrowings | (3.116.731) | (2.936.353) | |
Payments of Lease Obligations | (92.536) | (47.770) | |
CHANGE IN CASH AND CASH EQUIVALENTS BEFORE | |||
CURRENCY TRANSLATION RESERVE EFFECT | 145.027 | (2.122.155) | |
D. CURRENCY TRANSLATION RESERVE EFFECT ON | |||
CASH AND CASH EQUIVALENTS | (145.012) | 578.549 | |
MONETARY LOSS ON CASH AND CASH EQUIVALENTS | (123.752) | (1.206.760) | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (A+B+C+D) | (123.737) | (2.750.366) | |
E. CASH AND CASH EQUIVALENTS AT THE BEGINNING | |||
OF THE PERIOD | 9.083.755 | 13.597.384 | |
CASH AND CASH EQUIVALENTS AT THE END | |||
OF THE PERIOD (A+B+C+D+E) | 8.960.018 | 10.847.018 |
The accompanying notes form an integral part of these condensed consolidated financial statements.
-
ORGANIZATION AND OPERATIONS OF THE GROUP
As of 31 March 2026, Tekfen Holding A.Ş. ("the Company") and its subsidaries (together referred to as "the Group") has 10.031 employees (31 December 2025: 10.941) including the personnel of subcontractors. Registered address of the Company is Kültür Mahallesi, Budak Sokak, Tekfen Sitesi A Blok, No: 7, Beşiktaş, İstanbul, Türkiye.
The Company shares are being publicly traded in Borsa Istanbul since 23 November 2007.
The Company held its Extraordinary General Assembly on 18 December 2025, during which the members of the Board of Directors were elected. As of the balance sheet date, Can Kültür Sanat ve Eğitim Kurumları İşletmeciliği A.Ş. ("Can Kültür") holds 42,8% of the Company's share capital.
Pursuant to the decisi on of the Küçükçekmece 4th Criminal Court of Peace dated 10 September 2025 and numbered 2025/7178 D. İş, the Board of the Savings Deposit Insurance Fund ("SDIF") was appointed as trustee over the Can Group companies. Accordingly, the management of the Group has come under the indirect control of the SDIF, which acts as trustee for the Can Group companies, the Company's majority shareholder.
Approval of condensed consolidated financial statements:
The condensed consolidated financial statements are approved and published by the Board of Directors as of 8 May 2026.
- BASIS OF PRESENTATION OF THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The Company and its subsidiaries registered in Turkey maintain their books of account and prepare their statutory financial statements in accordance with the accounting principles in line with the Turkish Commercial Code ("TCC") and Tax Legislation. Subsidiaries those are registered in foreign countriesmaintain their books of account and prepare their statutory financial statements in local currencies and in accordance with the prevailing accounting principles in their registered countries.
The accompanying condensed consolidated financial statements have been prepared in accordance with the Communiqué Series II, 14.1 "Communiqué on the Principles of Financial Reporting In Capital Markets" ("the Communiqué") announced by the Capital Markets Board ("CMB") on 13 June 2013 which is published on Official Gazette numbered 28676. Turkish Accounting and Financial Reporting Standards ("TFRS") and additions and interpretations regarding these standards as adopted by the Public Oversight Accounting and Auditing Standards Authority ("POA") are predicated on in accordance with article 5th of the Communiqué.
The condensed consolidated financial statements and notes are presented in accordance with the formats of Examples of Financial Statements and Usage Guide announced by CMB and "Announcement regarding to TFRS Taxonomy" which was published by POA on 3 July 2024.
The Group has preferred to disclose its interim consolidated financial statements as of 31 March 2026 in condensed format in accordance with TAS 34 "Interim Financial Reporting" standard. The descriptions and disclosures which are needed in the financial statements prepared annually complying with TFRS are summarized appropriately in accordance with TAS 34 or not mentioned.
The accompanying condensed consolidated financial statements have to be considered with the consolidated financial statements which are independently audited as of 31 December 2025 and the related disclosures. Interim periods' financial statements cannot be the sole indicator of the year-end results by themselves.
For the condensed consolidated financial statements, the Group continues to apply the same accounting policies and accounting estimate methods which are mentioned in the audited consolidated financial statements as of 31 December 2025.
Exchange rates used in the consolidation process as of 31 March 2026 are; 1 USD= 44,3841 TRY, 1 EUR= 51,0236 TRY, 1 AZN= 26,1083 TRY, 1 SAR= 11,8358 TRY, 1 QAR= 12,1600 TRY, 1 RON 9,9524 (Exchange rates as of 31
December 2025 are; 1 USD= 42,8623 TRY, 1 EUR= 50,4532 TRY, 1 AZN= 25,2131 TRY, 1 SAR= 11,4299 TRY, 1
QAR= 11,7431 TRY, 1 RON= 9,8463).
Summary consolidated financial statements have been prepared on the historical cost basis adjusted for he effects of inflation on the Turkish Lira as of the reporting date, in accordance with IAS 29 Financial Reporting in Hyperinflationary Economies, except for monetary assets and liabilities and the assets and liabilities measured at fair value as mentioned below:
-Financial assets and derivative financial instruments measured at fair value through profit or loss,
-Financial assets measured at fair value through other comprehensive income.
In determinig historical cost, the fair value of the amount paid for assets at the date of acquisition is generally used. Financial Reporting in Hyperinflationary Economies
Entities applying IFRS have started to implement inflation accounting according to TAS 29 Financial Reporting in Hyperinflationary Economies for their financial statements for annual reporting periods ending on or after 31 December 2023, following the announcement made by the Public Oversight, Accounting and Auditing Standards Authority (POA) on 23 November 2023. TAS 29, businesses in a currency of a highly inflationary economy apply it in their financial statements, including interim condensed consolidated financial statements. TAS 29 is applied in the financial statements of entities whose functional currency is the currency of a hyperinflationary economy, including interim condensed consolidated financial statements.
2. BASIS OF PRESENTATION OF THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont'd)Financial Reporting in Hyperinflationary Economies (cont'd)
According to the standard, financial statements prepared in the currency of a hyperinflationary economy are presented in terms of the purchasing power of that currency at the balance sheet date. Prior period financial statements are also presented in the current measurement unit at the end of the reporting period for comparative purposes. The Group has therefore presented its consolidated financial statements dated 31 December 2025 and 31 March 2025 in terms of the purchasing power of the currency as of 31 March 2026.
Pursuant to the decision of the Capital Markets Board (CMB) dated 28 December 2023 and numbered 81/1820, it has been decided that issuers and capital market institutions subject to financial reporting regulations that apply Turkish Accounting/Financial Reporting Standards will apply inflation accounting by applying the provisions of TAS 29 starting from their annual financial reports for the periods ending on 31 December 2023.
The adjustments made in accordance with TAS 29 have been calculated using the correction coefficient obtained from the Consumer Price Index ("CPI") published by the Turkish Statistical Institute ("TSI"). As of 31 March 2026, the indices and correction coefficients used in the correction of consolidated financial statements are as follows:
Period End | Index | Conversion Factor | Three-year Inflation Rate |
31 March 2026 | 121,47 | 1,00000 | 205% |
31 December 2025 | 110,39 | 1,10040 | 211% |
31 March 2025 | 92,82 | 1,30865 | 250% |
The main elements of the Group's adjustment process for financial reporting in hyperinflationary economies are as follows:
Consolidated financial statements are expressed in terms of the purchasing power at the balance sheet date of the current period. Consolidated financial statements from the previous period have also been adjusted for the purchasing power of the current period.
Monetary assets and liabilities are already expressed based on the purchasing power at the end of the reporting period and therefore are not adjusted. Monetary items are money held and items to be received or paid in money.
Non-monetary assets, liabilities and equity are adjusted based on the purchasing power of the current period.
All items in the income statement, except for the effects of non-monetary items in the balance sheet on the income statement, have been restated by applying the multiples calculated over the periods when they were initially recognized in the financial statements.
The impact of inflation on the Group's net monetary asset position in the current period is recorded in the net monetary gain/(loss) account in the consolidated income statement (Note: 21).
Going Concern
As of 31 March 2026, the Group's current liabilities exceeded its current assets by 8.905.010 (net working capital deficit) (31 December 2025: 9.989.250 net working capital surplus). For the period ended 31 March 2026, the Group incurred a net loss for attributable to owners of parent amounted to 535.007 and retained earnings amounted to 15.666.744 (31 December 2025: 6.295.899 loss and 21.980.726 retained earnings).
The aforementioned financial indicators reflect uncertainties that should be taken into consideration in assessing the Company's ability to continue as a going concern. However, as a result of the analyses and management's assessments, as detailed below, it has been concluded that such uncertainties have been eliminated and that the Company has the ability to continue its operations in the foreseeable future.
Considering the status of negotiations with banks as of the reporting date, borrowings amounting to 3.200.795, previously classified as non-current liabilities, have been reclassified as current liabilities in accordance with the contractual provisions.
The Group management's action plans related to the going concern assessment are summarized below:
-Completion of negotiations with banks and ensuring the waiver confirmations.
-Renewal/extension of existing credit facilities and evaluation of additional financing opportunities with favorable cost terms.
-Tight monitoring of collection processes, optimization of payment terms, and assessment of rescheduling alternatives when necessary, in order to balance cash flows.
-Postponement of non-essential expenditures and optimization of procurement and resource utilization processes to enhance operational efficiency and maintain cost discipline.
-Improvement of asset efficiency through increasing the turnover rate of working capital items (inventories, receivables, advances).
-
BASIS OF PRESENTATION OF THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont'd)
Going Concern (cont'd)
The objective of these plans is to ensure that cash generated from operations and external financing sources are used together, in a timely and sufficient manner, to meet short-term obligations.
Management's twelve-month going concern projections are based on:
the completion of negotiations with banks in line with updated schedules,
the realization of cash generation capacity consistent with operational plans, and
the absence of any unusually adverse deterioration in market conditions.
Management is of the opinion that the Group will be able to obtain sufficient financial resources to continue its operations in the foreseeable future. In preparing its projections, management has based its assessment on several assumptions, including the favorable conclusion of certain ongoing negotiations with banks, the realization of operational cash generation in line with the plans, and the absence of adverse deviations.
The summary consolidated financial statements have been prepared on a going concern basis. This basis assumes that the Company will continue its operations in the normal course of business, generate profits from its assets to meet its obligations, and, considering twelve-month forecasts and current developments following the reporting period, maintain access to the financial resources required to sustain the Group's operations in the foreseeable future.
-
ADOPTION OF NEW AND REVISED STANDARDS
New and revised standards and interpretations are presented below:
-
The new standards, amendments and interpretations which are effective as of 1 January 2026 are as follows:
Amendments to TFRS 9 and TFRS 7 - "Classification and measurement of financial instruments"
Annual Improvements to TFRSs - "Volume 11"
Amendments to TFRS 9 and TFRS 7 - "Contracts Referencing Nature-dependent Electricity"
-
Standards issued but not yet effective and not early adopted:
Amendments to TFRS 10 and TAS 28, "Sale or Contribution of Assets between an Investor and its Associate or Joint Venture"
TFRS 17, "The new Standard for insurance contracts"
TFRS 18, "The new Standard for Presentation and Disclosure in Financial Statements"
TFRS 19, "The new Standard for Subsidiaries without Public Accountability: Disclosures"
Amendments to TAS 21, "Translation to a Hyperinflationary Presentation"
The Group is assessing the impact of standards, amendments, and interpretations that have been published but are not yet effective as of 31 March 2026, on the consolidated financial position and performance.
-
The new standards, amendments and interpretations which are effective as of 1 January 2026 are as follows:
- EVENTS AND TRANSACTIONS MATERIALLY AFFECTING THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In order to compensate for the losses caused by the negativities in various construction projects in the past years, the processes envisaged in the contracts with the Employer administrations have been initiated and the negotiations with the administrations are continue as of the report date.
The compensation and claim files prepared by the contract department together with international expert consulting firms have been submitted to the employer administrations. The Engineering and Contracting segment, which continues to work within the framework of contractual obligations during the extraordinary period, by taking every possible and reasonable precautions, will continue to negotiate diligently for these justified demands to be concluded positively. Current information about related projects is as follows;
North Field East Onshore Common Offsites 2 Project:
Under the contract signed between Tekfen İnşaat and Chiyoda Technip Joint Venture (CTJV) on 31 January 2022, the "General Works for Offsites 2 and South Interconnecting Piperack for North Field East Onshore Project EPC-1" project has been undertaken in Qatar. As of the balance sheet date, the financial completion rate of the relevant project is 92,8%.
As of the reporting date, an increase in the estimated cost of the project has been anticipated due to delays experienced in the installation of temporary camps, workshops, warehouses, office facilities, and mobilization phase. Negative changes in the income/expense difference resulting from this cost increase and the inclusion of additional revenues have been included into the consolidated financial statements in accordance with TFRS. As a result of these losses, efforts to reduce the estimated project-end loss are ongoing through changes made in the project management organization, negotiations carried out with the employer, and improvements in project efficiency and cost-saving measures. In this context, an improvement in the project loss has been achieved following the execution of supplementary agreements and the receipt of incentive payments. Negotiations regarding claims arising from additional cost increases are ongoing.
-
EVENTS AND TRANSACTIONS MATERIALLY AFFECTING THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont'd)
Construction Projects (cont'd)
Phosphate 3 Phase 1 Project:
Based on the contract signed on 8 August 2024 between Tekfen İnşaat and Saudi Arabian Mining Company (Maaden), Tekfen İnşaat has undertaken the general construction works of the "Phosphate 3 Phase 1" project in Saudi Arabia.
The total contract value of the project is 245 million USD, with a duration of 24 months. As of the balance sheet date, the project's percentage of completion is 51,1%. Site and office mobilization within the scope of the project has been completed, and construction activities are ongoing.
Due to employer-related delays, disruptions in material procurement, and changes in the project scope, cost increases and extension-of-time claims arising from the prolonged project duration are updated monthly in line with developments and submitted to the employer. Discussions regarding our claims are ongoing.
Package-16 MGSE III: Jeddah Cluster:
Pursuant to the contract signed on 2 September 2024, between Tekfen Construction and Saudi Arabian Oil Company ("Saudi Aramco"), Tekfen Construction has undertaken the "Package-16 MGSE III: Jeddah Cluster" pipeline project in Saudi Arabia on an EPC (Engineering, Procurement, and Construction) basis.
The project has a total value of 212 million USD and a duration of 40 months, with a financial completion rate of 29,7% as of the balance sheet date. Site and office mobilization within the scope of the project has been completed, and construction activities are ongoing.
Financial InvestmentsLong term financial investments
During the three month interim period ended 31 March 2026, the positive change of 15.898 in the fair value of the Group's fair value through profit or loss financial investments has been recognized in the investment income and expenses lines of condensed consolidated statement of profit or loss (31 March 2025: 15.797 positive). The Group did not acquire any financial assets classified at fair value through profit or loss during the period (31 March 2025: None).
-
SIGNIFICANT CHANGES IN EQUITY
Gain (Loss) on Investments in Equity Instruments:
The positive change of 412.138 in the fair values of the fair value through other comprehensive income financial investments of the Group has been directly recognized in equity (31 March 2025: negative change of 35.517).
Retained Earnings Restricted for Legal Reserves:
Based on the resolutions adopted at the Ordinary General Assemblies of the Group Companies held up to 31 March 2026, an amount of 18.083 was transferred from prior years' profits to reserves in the condensed consolidated financial statements as of 31 March 2026 (31 March 2025: 38.554).
Hedging Gains (Losses):
The positive change of 194.273 (31 March 2025: positive 330.323) in the fair values of the effective derivative instruments which the Group uses for cash flow hedging has been recognized in equity.
Additional Information Regarding Inflation Adjustments:
A comparison of the Group's equity items restated for inflation in the consolidated financial statements as of 31 March
TEKFEN HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES2026 and the restated amounts
TAS/TFRS are as follows:
31 March 2026 (TFRS)
in
the
financial statements
Historical amount
prepared in accordance
Inflated amount
with legal legislation and
Inflation adjustment effect
Adjustments to paid in capital
370.000
10.374.768
10.004.768
Premiums in capital stock
300.984
8.001.344
7.700.360
Legal reserves
1.965.745
8.513.092
6.547.347
31 March 2026 (TAS)
Historical amount
Inflated amount
Inflation adjustment effect
Adjustments to paid in capital
370.000
15.954.304
15.584.304
Premiums in capital stock
300.984
12.785.830
12.484.846
Legal reserves
1.965.745
7.824.809
5.859.064
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTH INTERIM PERIOD ENDED 31 MARCH 2026
(Amounts expressed in thousands of Turkish Lira (TRY) in terms of purchasing power of the TRY at 31 March 2026 unless otherwise indicated.)
6.
SEGMENT REPORTING
a) Segment results:
1 January - 31 March 2026
Engineering
Agricultural
& Contracting
Industry
Investment
Total
Revenue
4.448.533
9.988.070
306.583
14.743.186
Cost of revenue (-)
(4.705.060)
(8.790.451)
(210.401)
(13.705.912)
GROSS PROFIT (LOSS)
(256.527)
1.197.619
96.182
1.037.274
General administrative expenses (-)
(351.048)
(200.487)
(172.814)
(724.349)
Marketing expenses (-)
(11.723)
(726.515)
-
(738.238)
Research and development expenses (-)
-
(15.005)
-
(15.005)
Other operating income
272.193
935.298
34.909
1.242.400
Other operating expenses (-)
(329.158)
(961.524)
(88.984)
(1.379.666)
Share on profit of investments valued
by equity method
24.938
-
-
24.938
OPERATING PROFIT (LOSS)
(651.325)
229.386
(130.707)
(552.646)
Investment income
131
34.835
16.643
51.609
Investment expense (-)
(44)
(1.411)
(504)
(1.959)
PROFIT (LOSS) BEFORE FINANCIAL
INCOME (EXPENSES)
(651.238)
262.810
(114.568)
(502.996)
Financial income
145.173
81.771
104.282
331.226
Financial expenses (-)
(262.165)
(603.190)
(396.096)
(1.261.451)
Net monetary position gain (loss)
121
905.542
271.533
1.177.196
PROFIT (LOSS) FROM CONTINUING
OPERATIONS BEFORE TAXATION
(768.109)
646.933
(134.849)
(256.025)
Tax expense from continuing operations
(22.521)
(135.403)
(125.449)
(283.373)
PROFIT (LOSS) FROM CONTINUING
OPERATIONS FOR THE PERIOD
(790.630)
511.530
(260.298)
(539.398)
For the three month interim period ended 31 March 2026, there is not any revenue obtained from a single non-related client which constitute higher than 10% of the
Group's total revenue.
6.
SEGMENT REPORTING (cont'd)
a) Segment results (cont'd):
1 January - 31 March 2025
Engineering
Agricultural
& Contracting
Industry
Investment
Total
Revenue
6.633.513
10.828.465
284.354
17.746.332
Cost of revenue (-)
(6.761.002)
(9.360.811)
(211.688)
(16.333.501)
GROSS PROFIT (LOSS)
(127.489)
1.467.654
72.666
1.412.831
General administrative expenses (-)
(396.620)
(220.488)
(231.783)
(848.891)
Marketing expenses (-)
(34.177)
(783.147)
(82)
(817.406)
Research and development expenses (-)
-
(13.462)
-
(13.462)
Other operating income
448.011
965.273
24.845
1.438.129
Other operating expenses (-)
(244.935)
(1.261.549)
(41.755)
(1.548.239)
Share on loss of investments valued
by equity method
(38.147)
-
-
(38.147)
OPERATING PROFIT (LOSS)
(393.357)
154.281
(176.109)
(415.185)
Investment income
27.287
22.574
64.201
114.062
Investment expense (-)
(779)
-
-
(779)
PROFIT (LOSS) BEFORE FINANCIAL
INCOME (EXPENSES)
(366.849)
176.855
(111.908)
(301.902)
Financial income
28.938
87.649
391.367
507.954
Financial expenses (-)
(111.311)
(703.433)
(907.668)
(1.722.412)
Net monetary position gain (loss)
144
707.208
151.652
859.004
PROFIT (LOSS) FROM CONTINUING
OPERATIONS BEFORE TAXATION
(449.078)
268.279
(476.557)
(657.356)
Tax expense from continuing operations
(193.785)
(12.346)
(98.883)
(305.014)
PROFIT (LOSS) FROM CONTINUING
OPERATIONS FOR THE PERIOD
(642.863)
255.933
(575.440)
(962.370)
For the three month interim period ended 31 March 2025, there is not any revenue obtained from a single non-related client which constitute higher than 10% of the
Group's total revenue.
-
SEGMENT REPORTING (cont'd)
Segment assets and liabilities:
31 March 2026
Engineering
Balance sheet & Contracting Agricultural Industry Investment Total
Total assets
19.987.954
47.405.593
11.259.123
78.652.670
Current and non-current liabilities
16.477.383
20.709.356
5.999.165
43.185.904
Equity attributable to owners of the parent
(7.654.756)
24.255.394
18.454.519
35.055.157
Non-controlling interests
406.234
5.375
-
411.609
31 December 2025
Engineering
Balance sheet & Contracting Agricultural Industry Investment Total
6. SEGMENT REPORTING (cont'd)Total assets
22.029.670
45.840.398
11.573.185
79.443.253
Current and non-current liabilities
17.931.376
18.611.122
6.821.059
43.363.557
Equity attributable to owners of the parent
(6.975.504)
25.292.367
17.320.308
35.637.171
Non-controlling interests
437.227
5.298
-
442.525
Segment information related to property, plant and equipment, intangible assets, investment property, right-of-use assets and revenue:
1 January - 31 March 2026
Engineering
& Contracting Agricultural Industry Investment Total
Capital expenditures
13.934
151.222
20.757
185.913
Depreciation and amortization expense for the period (*)
167.548
543.461
54.012
765.021
Intra-segment revenue
51.905
278.763
29.408
360.076
Inter-segment revenue
174
-
112.557
112.731
1 January - 31 March 2025
Engineering
& Contracting Agricultural Industry Investment Total
Capital expenditures
82.054
743.029
13.751
838.834
Depreciation and amortization expense for the period (*)
212.531
519.813
54.925
787.269
Intra-segment revenue
80.796
290.693
37.896
409.385
Inter-segment revenue
-
17
143.267
143.284
(*) Depreciation expense of 14.691 is added to the cost of inventory (31 March 2025: 5.887 deducted from the cost of inventory).
- SEGMENT REPORTING (cont'd)
Geographical segment information is as follows:
Middle Eastern
Turkey CIS Countries Other Eliminations Total
Revenue (1 January - 31 March 2026) | 11.505.911 | 320.462 | 3.285.455 | 104.165 | (472.807) | 14.743.186 |
Total Assets (31 March 2026) | 171.966.975 | 25.641.202 | 14.955.249 | 12.560.040 | (146.470.796) | 78.652.670 |
Capital Expenditures (1 January - 31 March 2026) | 172.153 | - | 13.586 | 174 | - | 185.913 |
Middle Eastern
Turkey CIS Countries Other Eliminations Total
Revenue (1 January - 31 March 2025) | 13.281.495 | 1.900.401 | 3.032.833 | 84.272 | (552.669) | 17.746.332 |
Total Assets (31 December 2025) | 173.509.743 | 27.659.172 | 15.932.987 | 26.117.935 | (163.776.584) | 79.443.253 |
Capital Expenditures (1 January - 31 March 2025) | 794.413 | 20.261 | 24.160 | - | - | 838.834 |
-
CASH AND CASH EQUIVALENTS
Time deposits with maturity of three months or less constitute the part of the cash and cash equivalents amounting to 3.076.009 (31 December 2025: 2.869.753). Demand deposits, liquid funds, and other cash equivalents with maturity of three months or less constitute the rest of the cash and cash equivalents.
-
TRADE RECEIVABLES AND PAYABLES
Trade Receivables:
As at balance sheet date, details of trade receivables of the Group are as follows:
31 March
31 December
Short-term trade receivables
2026
2025
Receivables from Engineering & Contracting segment operations
3.133.867
4.132.079
Receivables from Agricultural Industry segment operations
2.047.666
1.322.786
Receivables from Investment segment operations
66.545
101.289
Provision for doubtful receivables (-)
(414.376)
(448.798)
Retention receivables (Note: 9)
424.804
452.416
Due from related parties
115.665
112.422
Other
130.992
12.671
5.505.163
5.684.865
Long-term trade receivables
Retention receivables (Note: 9)
1.736.788
1.814.517
Receivables from Engineering & Contracting segment operations
108.652
239.035
1.845.440
2.053.552
Postdated cheques amounting to 767.617 (31 December 2025: 670.413), notes receivables amounting to 1.421
(31 December 2025: 1.510), positive foreign currency differences amounting to 852 (31 December 2025: positive 2.175), are included in short and long-term trade receivables. There are no due date differences included in short and long-term trade receivables (31 December 2025: None).
Average maturity date for trade receivables varies between the segments. Average maturity date for Engineering and Contracting segment, for projects in abroad is 116 days (31 December 2025: 81 days), for domestic projects is 70 days (31 December 2025: 247 days), for Agricultural Industry segment is 48 days (31 December 2025: 46
days), and for Investment segment is 30 days (31 December 2025: 30 days).
As of 31 March 2026, receivables amounting 1.453.490 was obtained from a single non-related client which constitute 20,1% of the Group's receivables (31 December 2025: 1.285.761, 16,9%).
As of 31 March 2026, 414.376 of provision for doubtful receivables was determined based on past uncollectible receivable cases encountered and future expectations (31 March 2025: 432.835).
The movement of the Group's provision for doubtful trade receivables is as follows:
2026
2025
Provision as of 1 January
(448.798)
(449.720)
Charge for the period
(1.238)
(911)
Collected
2.691
69
Provision released
-
8.170
Write off of bad debt
199
-
Currency translation effect
18.968
2.553
Monetary gain/(loss)
13.802
7.004
Provision as of 31 March
(414.376)
(432.835)
8.
TRADE RECEIVABLES AND PAYABLES (cont'd)
b) Trade Payables:
As at balance sheet date, details of trade payables of the Group are as follows:
31 March
31 December
Short-term trade payables 2026
2025
Payables from Engineering & Contracting segment operations 4.670.104
5.402.556
Payables from Agricultural Industry segment operations 11.336.128
9.705.865
Payables from Investment segment operations 272.831
434.559
Due to related parties 3.691
3.217
Retention payables (Note: 9) 838.719
1.300.783
Other 43.181
17.474
17.164.654
16.864.454
Long-term trade payables
Retention payables (Note: 9) 131.259
98.230
131.259
98.230
Foreign currency differences amounting to 391.539 (31 December 2025: 424.052) are included in short and long-term trade payables.
For Agricultural Industry segment, payables attributable to inventory supplied through imports constitute 93% (31 December 2025: 95%) of trade payables as at balance sheet date and average payable period for these import purchases is 170 days (31 December 2025: 153 days) whereas average payable period for domestic purchases is 24 days (31 December 2025: 30 days). The average payable period for Engineering and Contracting segment is 160 days (31 December 2025: 132 days), and for Investment segment is 30 days (31 December 2025:
30 days).
- CONTRACT ASSETS AND LIABILITIES ARISING FROM ONGOING CONSTRUCTION WORKS
31 March 2026 | 31 December 2025 | ||
Cost incurred on ongoing contracts | 287.214.975 | 300.933.554 | |
Recognised gain less losses (net) | 872.294 | 1.274.297 | |
288.087.269 | 302.207.851 | ||
Less: Billings to date (-) | (288.644.724) | (302.655.742) | |
(557.455) | (447.891) |
-
CONTRACT ASSETS AND LIABILITIES ARISING FROM ONGOING CONSTRUCTION WORKS
(cont'd)
Costs and billings incurred on uncompleted contracts in condensed consolidated financial statements are as follows:
31 March
31 December
2026
2025
Contract assets arising from ongoing construction works
777.735
775.955
Contract liabilities arising from ongoing construction works
(1.335.190)
(1.223.846)
(557.455)
(447.891)
31 March
31 December
2026
2025
Contract assets arising from ongoing construction works
Contracts undersigned abroad
327.902
460.746
Contracts undersigned in Turkey
449.833
315.209
777.735
775.955
Contract liabilities arising from ongoing construction works
Contracts undersigned abroad
(1.187.480)
(1.081.501)
Contracts undersigned in Turkey
(147.710)
(142.345)
(1.335.190)
(1.223.846)
(557.455)
(447.891)
The Group has 722.426 of advances given to subcontractors and other suppliers for construction projects classified in short-term prepaid expenses (31 December 2025: 670.188). Also, the Group has 831.741 of advances received for contracting projects classified in deferred revenue (31 December 2025: 845.782).
As of 31 March 2026, the Group has 969.978 of retention payables to subcontractors (31 December 2025: 1.399.012). Also, the amount of retention receivables is 2.161.592 (31 December 2025: 2.266.933) (Note: 8).
-
INVENTORIES
31 March
31 December
2026
2025
Raw materials
2.891.691
1.987.483
Work in progress
3.690.513
2.863.266
Finished goods
195.809
193.829
Trading goods
91.853
482.653
Goods in transit
1.297.926
1.881.505
Inventory at construction sites
3.544.832
3.624.959
Other inventories
535.387
524.010
Allowance for impairment on inventory (-)
(492.538)
(564.477)
11.755.473
10.993.228
For the three month interim period ended 31 March 2026, there are no borrowing costs added to inventory (31 December 2025: None).
Movement of allowance for impairment of inventory
2026
2025
Provision as of 1 January
(564.477)
(205.812)
Provisions cancelled
34.206
65.406
Currency translation effect
37.733
2.483
Provision as of 31 March
(492.538)
(137.923)
All of reversal of impairment on inventory has been recognized from cost of revenue (2025: All of reversal of impairment on inventory has been recognized from cost of revenue).
-
INVESTMENTS VALUED BY EQUITY METHOD
31 March 2026 31 December 2025
Joint Ventures
Location of foundation and operation
Participation
Rate Amount
Participation
Rate Amount
Power to
appoint Industry
Azfen Azerbaijan 40% 2.383.805 40% 2.506.209 40% Construction
2.383.805 2.506.209
2026
2025
Opening balance as of 1 January
2.506.209
2.693.248
Group's share on profit / (loss)
24.938
(38.147)
Currency translation effect
(147.342)
(71.295)
Closing balance as of 31 March
2.383.805
2.583.806
Group's share on profit / (loss) of joint ventures is as follows:
1 January-
1 January -
31 March
31 March
2026
2025
Azfen
24.938
(38.147)
Shares on profit / (loss) of joint ventures valued
Movements of Group's joint ventures during the period is as follows:
TEKFEN HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIESby equity method
24.938
(38.147)
Information related to balance sheet:
Azfen
31 March 2026
31 December 2025
Cash and cash equivalents
1.498.825
1.640.339
Other current assets
1.441.909
1.236.212
Non-current assets
3.904.678
4.186.960
Total Assets
6.845.412
7.063.511
Other short-term liabilities
885.899
797.988
Total Liabilities
885.899
797.988
Net Assets
5.959.513
6.265.523
Group's Ownership Rate
40%
40%
Group's Share on Net Assets
2.383.805
2.506.209
Information related to statement of profit or loss:
1 January - 31
1 January - 31
Azfen
March 2026
March 2025
Revenue
1.336.572
553.834
Depreciation and amortization expense (-)
(27.712)
(39.930)
Operating profit / (loss)
82.316
(95.369)
Tax expense (-)
(19.970)
-
Profit / (loss) for the period
62.346
(95.367)
Group's Ownership Rate
40%
40%
Group's Share on Loss for the Period
24.938
(38.147)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTH INTERIM PERIOD ENDED 31 MARCH 2026
(Amounts expressed in thousands of Turkish Lira (TRY) in terms of purchasing power of the TRY at 31 March 2026 unless otherwise indicated.)
-
PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS, INVESTMENT PROPERTY AND RIGHT-OF-USE ASSETS
-
Property, Plant and Equipment, Other Intangible Assets, Investment Property and Right-of-use Assets
Cost Value
Property, Plant
and Equipment
Other Intangible
Assets
Investment
Property
Right-of-use
assets
Opening balance as of 1 January 2026
79.301.597
1.690.067
5.348.929
717.226
Currency translation effect
(1.149.253)
(33.393)
(35.719)
(4.819)
Additions
183.697
-
2.216
9.993
Disposals
(4.333)
-
-
(19.271)
Transfers
(2.729)
2.729
-
-
Closing balance as of 31 March 2026
78.328.979
1.659.403
5.315.426
703.129
Accumulated Depreciation and Amortization
Opening balance as of 1 January 2026
(47.402.660)
(1.152.436)
(2.245.875)
(272.555)
Currency translation effect
872.631
30.796
2.187
4.490
Charge for the period
(712.665)
(14.946)
(24.572)
(27.529)
Disposals
4.272
-
-
14.702
Transfers
622
(622)
-
-
Closing balance as of 31 March 2026
(47.237.800)
(1.137.208)
(2.268.260)
(280.892)
Carrying value as of 31 March 2026
31.091.179
522.195
3.047.166
422.237
Property, Plant
Other Intangible
Investment
Right-of-use
and Equipment
Assets
Property
assets
Cost Value
Opening balance as of 1 January 2025
80.031.675
1.782.646
5.546.584
1.164.649
Currency translation effect
(551.487)
(17.092)
(116.389)
(14.434)
Additions
823.397
2.556
12.881
5.314
Disposals
(896.362)
(9.704)
-
(4.514)
Transfers
(47.215)
-
47.215
-
Closing balance as of 31 March 2025
79.360.008
1.758.406
5.490.291
1.151.015
Accumulated Depreciation and Amortization
Opening balance as of 1 January 2025
(48.100.156)
(1.064.969)
(2.210.543)
(583.489)
Currency translation effect
328.269
14.931
69.264
11.063
Charge for the period
(710.066)
(18.202)
(22.933)
(30.181)
Disposals
889.555
9.704
-
946
Transfers
16.074
-
(16.074)
-
Closing balance as of 31 March 2025
(47.576.324)
(1.058.536)
(2.180.286)
(601.661)
Carrying value as of 31 March 2025
31.783.684
699.870
3.310.005
549.354
The fair value of the Group's investment property has been determined based on a valuation carried out by independent experts which have no relation to the Group and are accredited by Capital Market Board. Valuation work has been concluded based on fair value of similar properties. The fair value of the investment properties as of 31 March 2026 is 12.228.104 (31 March 2025: 11.818.718) according to the valuation carried out by independent experts. There are not any restrictions on the realizability of investment property or any remittances of income and proceeds of disposal.
TEKFEN HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIESNOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTH INTERIM PERIOD ENDED 31 MARCH 2026
(Amounts expressed in thousands of Turkish Lira (TRY) in terms of purchasing power of the TRY at 31 March 2026 unless otherwise indicated.)
12. PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS, INVESTMENT PROPERTY AND RIGHT-OF-USE ASSETS (cont'd) - Goodwill
-
Property, Plant and Equipment, Other Intangible Assets, Investment Property and Right-of-use Assets
Nature of | Date of | Ratio of Shares | Acquisition | ||
Subsidiaries Acquired | Business | Acquisition | Acquired | Price | Goodwill |
Industry Babadağ Elektrik Üretim Sanayi ve Investment | 30 April 2024 | 100% | 1.029.472 | - | ||||
1.585.991 | 184.326 | |||||||
Breakdown of the acquisition price is as follows: | Gönen Enerji | Meram Enerji | Babadağ | Total | ||||
Paid in cash | 342.109 | 214.410 | 1.029.472 | 1.585.991 | ||||
Acquisition price | 342.109 | 214.410 | 1.029.472 | 1.585.991 | ||||
The main items related to assets acquired and liabilities undertaken at the acquisition dates are as follows: | ||||||||
Gönen Enerji | Meram Enerji | Babadağ | Total | |||||
Current assets | 178.567 | 175.099 | 351.763 | 705.429 | ||||
Cash and cash equivalents | 111.894 | 26.263 | 262.735 | 400.892 | ||||
Other current assets | 66.673 | 148.836 | 89.028 | 304.537 | ||||
Non-current assets | 390.144 | 111.317 | 1.076.638 | 1.578.099 | ||||
Tangible and intangible assets | 371.845 | 110.333 | 1.067.733 | 1.549.911 | ||||
Other non-current assets | 18.299 | 984 | 8.905 | 28.188 | ||||
Current liabilities | 255.903 | 256.302 | 259.976 | 772.181 | ||||
Non-current liabilities | 275.595 | - | 207.764 | 483.359 | ||||
Net assets | 37.213 | 30.114 | 960.661 | 1.027.988 | ||||
Toros Gönen Yenilenebilir Enerji Üretim A.Ş. Toros Meram Yenilenebilir Enerji Üretim A.Ş.
Agricultural
31 July 2019 | 70% | 342.109 | - | |||
14 February 2020 | 99,9% | 214.410 | 184.326 |
Industry Agricultural
Ticaret A.Ş.
TEKFEN HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIESNOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTH INTERIM PERIOD ENDED 31 MARCH 2026
(Amounts expressed in thousands of Turkish Lira (TRY) in terms of purchasing power of the TRY at 31 March 2026 unless otherwise indicated.)
-
PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS, INVESTMENT PROPERTY AND RIGHT-OF-USE ASSETS (cont'd)
(b) Goodwill (cont'd)
As a result of the acquisitions, the Group obtained control of the compaines so that goodwill is arisen. The goodwill arising from the acquisitions is as follows:
Gönen Enerji
Meram Enerji
Babadağ
Total
Acquisition price
342.109
214.410
1.029.472
1.585.991
Non-controlling interest
11.164
30
-
11.194
Less: Fair value of net assets of the acquired company
(37.213)
(30.114)
(960.661)
(1.027.988)
Impairment (-)
(316.060)
-
(68.811)
(384.871)
Goodwill
-
184.326
-
184.326
Net cash outflow concerning the acquisitions is as follows:
Gönen Enerji
Meram Enerji
Babadağ
Total
Paid in cash
342.109
214.410
1.029.472
1.585.991
Less: Cash and cash equivalents of the acquired company
(111.894)
(26.263)
(262.735)
(400.892)
Net cash outflow
230.215
188.147
766.737
1.185.099
Movement of Goodwill is as follows:
Gönen Enerji
Meram Enerji
Babadağ
Total
Opening balance as of 1 January 2026
-
184.326
-
184.326
Closing balance as of 31 March 2026
-
184.326
-
184.326
Opening balance as of 1 January 2025
316.052
184.326
75.976
576.354
Disposals
-
-
(7.209)
(7.209)
Closing balance as of 31 March 2025
316.052
184.326
68.767
569.145
The Group has calculated the recoverable amount of goodwill arising from acquisitions and has not determined any impairment in the period ended 31 March 2026 (31 December 2025: The Group has calculated the recoverable amount of goodwill arising from acquisitions and recognized an impairment loss for the entire goodwill arising from Babadağ and Gönen Enerji in the consolidated financial statements for the year ended 31 December 2025). The discounted cash flow method has been used in calculating the recoverable amounts of the cash generating units to which the goodwill is distributed, and the cash flows expected to be obtained in the future are discounted to the present using appropriate discount factors.
TEKFEN HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIESNOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTH INTERIM PERIOD ENDED 31 MARCH 2026
(Amounts expressed in thousands of Turkish Lira (TRY) in terms of purchasing power of the TRY at 31 March 2026 unless otherwise indicated.)
-
SHORT AND LONG-TERM BORROWINGS
The Company's bank loans are reclassed as long-term whose maturities passed 31 March 2027 according to their opening dates. Annual weighted average interest rate of the existing short-term loans is 7,64% for USD, 6,09% for EUR and 43,54% for TRY (31 December 2025: 7,50% for USD, 6,13% for EUR, 42,65% for TRY). Annual weighted average interest rate of the existing long-term loans is 7,96% for USD,and 5,85% for EUR (31 December 2025: 8,07% for USD, 6,12% for EUR).
Within the scope of TFRS 16 Leases standard, a total amount of lease liabilities of TRY 152.808 is recognized under borrowings, comprising TRY 37.953 as short-term and TRY 114.855 as long-term. (31 December 2025: 49.426 short-term, 153.665 long-term, in the aggregate 203.091).
- PROVISIONS, CONTINGENT ASSETS AND LIABILITIES
31 March 31 December
2026 2025
Short-term provisions 1.110.669 1.499.439
Long-term provisions 993.013 1.076.517
Total provisions 2.103.682 2.575.956
Employment termination benefits provision 1.003.860 1.107.742
Unused vacation pay liability provision 344.624 372.988
Premium provision 61.668 76.959
Total provisions attributable to employee benefits 1.410.152 1.557.689
Provision for litigation 144.107 150.349
Other liability provisions 549.423 867.918
Other provisions 693.530 1.018.267
Total provisions 2.103.682 2.575.956
Employment Termination Benefits Provision | Unused Vacation Pay Liability Provision | Premium Provision | Total Provisions Attributable to Employee Benefits | ||||
Opening balance as of 1 January 2026 | 1.107.742 | 372.988 | 76.959 | 1.557.689 | |||
Currency translation effect | (41.311) | (21.217) | (4.788) | (67.316) | |||
Charge for the period | 114.430 | 46.695 | - | 161.125 | |||
Interest expense | 9.031 | - | - | 9.031 | |||
Provision paid during the period | (133.210) | (48.854) | - | (182.064) | |||
Provision released | (2.544) | (432) | (10.503) | (13.479) | |||
Actuarial gain | (6.018) | - | - | (6.018) | |||
Monetary gain/(loss) | (44.260) | (4.556) | - | (48.816) | |||
Closing balance as of 31 March 2026 | 1.003.860 | 344.624 | 61.668 | 1.410.152 | |||
Opening balance as of 1 January 2025 | 1.083.149 | 397.704 | 156.448 | 1.637.301 | |||
Currency translation effect | (18.491) | (9.083) | (4.095) | (31.669) | |||
Charge for the period | 106.512 | 88.708 | 14.465 | 209.685 | |||
Interest expense | 13.179 | - | - | 13.179 | |||
Provision paid during the period | (53.945) | (16.159) | (13.333) | (83.437) | |||
Provision released | (3.985) | (2.479) | (2.935) | (9.399) | |||
Actuarial loss | 7.237 | - | - | 7.237 | |||
Monetary gain/(loss) | (45.869) | (4.644) | - | (50.513) | |||
Closing balance as of 31 March 2025 | 1.087.787 | 454.047 | 150.550 | 1.692.384 |
Monthly termination benefit pay calculated as of 31 March 2026 is subject to upper limit of 64.948,77 Turkish Lira (31 December 2025: 64.948,77 Turkish Lira).
-
PROVISIONS, CONTINGENT ASSETS AND LIABILITIES (cont'd)
Provision for
Litigation
Other
Liability
Provisions
Total Other
Provisions
Opening balance as of 1 January 2026
150.349
867.918
1.018.267
Currency translation effect
(3.226)
(57.489)
(60.715)
Charge for the period
7.036
161
7.197
Provision released
(683)
(261.167)
(261.850)
Monetary gain/(loss)
(9.369)
-
(9.369)
Closing balance as of 31 March 2026
144.107
549.423
693.530
Opening balance as of 1 January 2025
88.050
2.178.422
2.266.472
Currency translation effect
(1.154)
(73.841)
(74.995)
Charge for the period
3.222
16.710
19.932
Provision paid during the period
(1.713)
-
(1.713)
Provision released
(196)
(481.876)
(482.072)
Monetary gain/(loss)
(4.967)
30
(4.937)
Closing balance as of 31 March 2025
83.242
1.639.445
1.722.687
Litigations:
As of 31 March 2026, lawsuit filed against the Group is totally 3.116.260 (31 December 2025: 2.806.814) and it has been decided to accrue 144.107 (31 December 2025: 150.349) of provision for lawsuits that might have high advice of lawyers, there is no risk of outflow of resources for cases which no provision is made for.
Libya Arbitration Claim
The Group, which holds a 67% stake in the Tekfen-TML Joint Venture (Tekfen TML J.V.), has reached an agreement with the employer MMRA regarding the compensation for all rights, receivables, and assets related to the Great Man-Made River Project in Libya, which has been suspended indefinitely due to events that occurred on 21 February 2011. According to this agreement, MMRA is to make a net payment of 35.408 thousand USD to Tekfen TML J.V. (with the Group's share being 23.605 thousand USD). This payment includes an initial amount of 12.678 thousand USD (Group's share: 8.452 thousand USD) and the collection of the remaining 9.013 thousand USD (Group's share: 6.009 thousand USD) after offsetting the amount determined for Tekfen TML J.V. to pay to Libya in the second arbitration. Furthermore, it has been agreed that the remaining unsecured receivable of 22.730 thousand USD (Group's share: 15.153 thousand USD) will be paid in four installments of varying amounts by 31 December 2025.
Due to the ongoing dual government structure in Libya, authority disputes have emerged following the appointments made by both governments to the employer MMRA and subsequently to the Central Bank. Owing to these disputes and other related developments, the employer MMRA was unable to make the scheduled payment of 5.000 thousand USD (Group's share: 3.350 thousand USD) and requested a deferral. Accordingly,
1.500 thousand USD (Group's share: USD 1.005 thousand) of the deferred amount was collected on 20 February 2025, while the remaining 3.500 thousand USD (Group's share: 2.345 thousand USD) was collected on 11 April 2025.
Under the Settlement Agreement dated 26 June 2022, executed between Tekfen TML J.V. and MMRA, it was agreed that the outstanding receivable amounting to 17.730 thousand USD (Group share: 11.879 thousand USD), which has not yet been collected, would be settled as follows: 1.730 thousand USD (Group share: 1.159 thousand USD) as the first installment by 31 December 2025 at the latest; 8.000 thousand USD (Group share: 5.360 thousand USD) in four equal installments during 2026; and the remaining 8.000 thousand USD (Group share: 5.360 thousand USD) in two equal installments by 30 June 2027. In accordance with this agreement,
1.500 thousand USD of the first installment amounting to 1.730 thousand USD (Group share: 1.159 thousand USD), which was due by 31 December 2025, was collected on 25 March 2026.
-
COMMITMENTS
The guarantee, pledge, mortgage and bill of guarentee ("CPMG") position tables of the Group as of 31 March 2026 and 31 December 2025 are as follows:
Equivalent of
Thousands
of US
Thousands
Other
(Equivalent of
31 March 2026
Thousands TL
Dollars
of EUR
Thousands TL)
A. CPMB given on behalf of its own legal entity
1.012
-
-
1.012
-Collateral
-Pledge
-Mortgage
-Bill of Collateral
1.012
-
-
-
-
-
-
-
-
-
-
-
1.012
-
-
-
B. CPMB given on behalf of subsidiaries that are
included in full consolidation
41.828.010
458.408
39.855
19.448.432
-Collateral
-Pledge
-Mortgage
-Bill of Collateral
9.808.733
-
-32.019.277
77.863
-
-380.545
8.142
-
-31.713
5.937.440
-
-13.510.992
C. CPMB given in order to Collateral third parties' debts
for the routine trade operations
-Collateral
-Pledge
-Mortgage
-Bill of Collateral
424
-
-
-
424
-
-
-
-
-
-
-
-
-
-
424
-
-
-
424
D. Total amounts of other CPMB given
i. Total amount of CPMB given on behalf of parent
-
-
-
-
company
-
-
-
-
ii. Total amount of CPMB given on behalf of other group
companies that are not included group B and C
-
-
-
-
iii. Total amount of CPMB given on behalf of third
parties that are not included group C
-
-
-
-
Total as of 31 March 2026
41.829.445
458.408
39.855
19.449.867
15.
COMMITMENTS (cont'd)
Thousands
Other
Equivalent of
of US
Thousands
(Equivalent of
31 December 2025
Thousands TL
Dollars
of EUR
Thousands TL)
A. CPMB given on behalf of its own legal entity
1.114
-
-
1.114
-Collateral
-Pledge
-Mortgage
-Bill of Collateral
1.114
-
-
-
-
-
-
-
-
-
-
-
1.114
-
-
-
B. CPMB given on behalf of subsidiaries that are
included in full consolidation
47.927.091
529.663
40.055
20.721.351
-Collateral
-Pledge
-Mortgage
-Bill of Collateral
C. CPMB given in order to Collateral third parties' debts
9.879.682
-
-38.047.409
78.411
-
-451.252
8.142
-
-31.913
5.729.342
-
-14.992.009
for the routine trade operations
-Collateral
-Pledge
-Mortgage
-Bill of Collateral
467
-
-
-467
-
-
-
-
-
-
-
-
-
-
467
-
-
-467
D. Total amounts of other CPMB given
-
-
-
-
i. Total amount of CPMB given on behalf of parent
company
-
-
-
-
ii. Total amount of CPMB given on behalf of other group
companies that are not included group B and C
-
-
-
-
iii. Total amount of CPMB given on behalf of third
parties that are not included group C
-
-
-
-
Total as of 31 December 2025
47.928.672
529.663
40.055
20.722.932
Since there are not any GPMBs mentioned under D item, the ratio to the total equity is not presented.
- SIGNIFICANT RELATED PARTY TRANSACTIONS
According to TAS 24, the shareholders of the Company, Group companies and their subsidiaries, management and other related parties are classified as related parties.
Transactions with related parties are distinct and measurable. Transactions with related parties during the three month interim period ended 31 March 2026 consist of sales of goods and services amounting 373 (31 March 2025: 4.391), dividend income amounting 35.330 (31 March 2025: 65.931) and there are no net other expenses reported for the period (31 March 2025: 7). The remuneration of key management during the period is 36.418 (31 March 2025: 41.253).
17. | EQUITY | |
Capital / Capital Structure Adjustment | ||
The capital structure as of 31 March 2026 and 31 December 2025 is as follows: | ||
31 March Shareholders (%) 2026 (%) | 31 December 2025 |
Can Kültür | 42,80% | 158.345 | 42,80% | 158.345 | |||
ARY Holding A.Ş. | 23,40% | 86.570 | 23,40% | 86.570 | |||
Vera Ticari Danışmanlık A.Ş. | 8,68% | 32.114 | 8,68% | 32.114 | |||
ANG Yatırım Holding A.Ş. | - | - | 0,20% | 755 | |||
Repurchased shares (*) | 3,63% | 13.430 | 3,63% | 13.430 | |||
Publicly traded | 21,49% | 79.541 | 21,29% | 78.786 | |||
Paid in capital | 100% | 370.000 | 100% | 370.000 | |||
Capital structure adjustment | 10.004.768 | 10.004.768 | |||||
Restated capital | 10.374.768 | 10.374.768 |
(*) As of 31 March 2026, represents the shares repurchased and publicly traded.
Repurchased SharesOn 31 January 2024, the Board of Directors of Tekfen Holding A.Ş. evaluated that the share value of Tekfen Holding A.Ş. on Borsa İstanbul did not reflect the true performance of the company, and decided to initiate repurchase transactions of the company's shares from the stock exchange in order to contribute to a healthy price formation. As of the reporting date, a total of nominal 13.430 (amounting to 376.604 under the restated capital) have been conducted, and the proportion of repurchased shares to the total capital is 3,63%. The company's "Treasury Shares Repurchase Program" was terminated as of 31 January 2025.
18. EARNINGS PER SHARE1 January - 31 March 2026 | 1 January - 31 March 2025 | |
Average number of ordinary shares outstanding during the period (in full) | 356.570.000 | 357.130.120 |
Net loss for the period attributable to owners of the parent (Thousands TL) | (535.007) | (959.814) |
Loss per share from continuing operations (TL) | (1,500) | (2,688) |
19. OTHER OPERATING INCOME AND EXPENSES | |||
1 January- 31 March | 1 January - 31 March | ||
Other operating income | 2026 | 2025 | |
Due date difference income | 473.334 | 442.943 | |
Foreign exchange income from operations | 386.678 | 751.797 | |
Discount income | 195.905 | 16.937 | |
Indemnity income | 15.397 | 2.301 | |
Social security premium refund income | 7.385 | 7.889 | |
Scrap sales income | 5.489 | 5.657 | |
Hedging income (Note: 22) | 2.164 | 35.747 | |
Government grants and incentives income | 1.792 | 4.671 | |
Reversal of litigation provision (Note: 14) | 683 | 196 | |
Rental income | 680 | 23.595 | |
Other income | 152.893 | 146.396 | |
1.242.400 | 1.438.129 | ||
1 January- | 1 January - | ||
31 March | 31 March | ||
Other operating expenses (-) | 2026 | 2025 | |
Foreign exchange losses from operations | (1.036.540) | (978.648) | |
Hedging expenses (Note: 22) | (198.156) | (460.663) | |
Discount expenses | (46.169) | (76.962) | |
Grants and contributions | (11.011) | (2.961) | |
Litigation provision (Note: 14) | (7.036) | (3.222) | |
Penalty and damages expenses | (1.529) | (1.679) | |
Other expenses | (79.225) | (24.104) | |
(1.379.666) | (1.548.239) | ||
20. FINANCIAL INCOME AND EXPENSES | |||
1 January- | 1 January - | ||
31 March | 31 March | ||
Financial income | 2026 | 2025 | |
Foreign exchange gains | 221.968 | 319.080 | |
Interest income | 106.102 | 188.317 | |
Option premium income (Note:22) | 3.086 | - | |
Other financial income | 70 | 557 | |
331.226 | 507.954 | ||
1 January- | 1 January - | ||
31 March | 31 March | ||
Financial expenses (-) | 2026 | 2025 | |
Foreign exchange losses | (583.494) | (962.614) | |
Interest expenses | (354.618) | (462.112) | |
Bank commission expenses | (73.454) | (82.864) | |
Other financial expenses | (249.885) | (214.822) | |
(1.261.451) | (1.722.412) | ||
31 March 2026 | 31 March 2025 | |
Statement of financial position items | 146.483 | (211.633) |
Investments accounted for using the equity method, financial investments, subsidiaries | 6.685.730 | 5.386.973 |
Prepaid expenses | 25.842 | 28.797 |
Investment property | 276.676 | 287.247 |
Property, plant, and equipment, intangible asset | 388.892 | 377.875 |
Right-of-use assets | 9.225 | 11.858 |
Deferred tax assets, liabilities | (16.200) | 11.771 |
Deferred revenue | (33.163) | (16.749) |
Paid-in capital | (1.909.826) | (1.992.882) |
Treasury shares | 123.166 | 98.815 |
Premiums in capital stock Other accumulated comprehensive income and expense not to be reclassified to profit or loss Restricted reserves | (730.039) 54.583 (331.460) | (731.560) 10.022 (342.661) |
Previous years' profits/(losses) | (4.396.943) | (3.341.139) |
Profit or Loss Statement Items | 1.030.713 | 1.070.637 |
Revenue | (194.553) | (236.985) |
Cost of sales and inventories | 1.185.079 | 1.247.119 |
General and administrative expenses | 12.071 | 15.227 |
Marketing expenses | 20.730 | 23.259 |
Research and development expenses | 1.208 | 1.296 |
Other income/expenses from operating activities | (7.180) | (20.611) |
Income/expenses from investment activities | (176) | 25.619 |
Finance income/expenses | 13.534 | 15.713 |
Net Monetary Position Gains/(Losses) | 1.177.196 | 859.004 |
22. DERIVATIVE INSTRUMENTS | |||
31 March 2026 | 31 December 2025 | ||
Assets Liabilities | Assets Liabilities | ||
Forward foreign exchange contracts | - 126.190 | - 330.714 | |
Option contracts | - 52.006 | - 76.466 | |
Current | - 178.196 | - 407.180 | |
- 178.196 | - 407.180 | ||
Currency derivatives:
The subsidiary of the Group, Toros Tarım utilizes currency derivatives to hedge significant future transactions and cash flows. Toros Tarım is party to a variety of foreign currency forward contracts in the management of its exchange rate exposures. The instruments purchased are primarily denominated in the currencies of the Toros Tarım's principal markets.
As of balance sheet date, the total notional amount of outstanding forward foreign exchange contracts to which
31 March | 31 December | |
2026 | 2025 | |
4.869.306 | 5.550.221 | |
4.869.306 | 5.550.221 |
Toros Tarım is committed are as follows:
Forward foreign exchange contracts
As of 31 March 2026, the fair value of the Toros Tarım's currency derivatives is estimated to be 126.190 liabilities which is negative 126.190 (31 December 2025: liabilities 330.714, negative 330.714). These amounts are based on quoted market prices for equivalent instruments at the balance sheet date and fair value hierarchy classification of derivative instruments is Level 2 (31 December 2025: Level 2). There have been no changes in the purpose or use of derivative instruments.
The fair value of currency derivatives established to hedge against cash flow risk is recorded under equity. When the hedged future estimated cash flows affect profit or loss, the gains or losses from the hedging reserve are transferred to profit or loss. Gains amounting 2.164 and losses amounting to 198.156 concerning matured derivative contracts have been recognized in profit or loss (31 March 2025: Gains amounting to 35.747 and losses amounting to 460.663 have been recognized in profit or loss).
Option contracts:
As at 31 March 2026, the fair value of Toros Tarım's option contracts is estimated at negative 52.006, representing a liability of 52.006 (as of 31 December 2025: 76.466 liabilities, negative 76.466). As of the balance sheet date, the hierarchy classification used for measuring the fair value of the option contracts is Level 2 (31 December 2025: Level 2). As of 31 March 2026, income amounting to 3.086 related to option contracts has been recognized in the statement of profit or loss (31 March 2025: 3.388 expense).
23. | FOREIGN CURRENCY POSITION | |||||||||
31 March 2026 | Equivalent of Thousands of TL | Thousands of US Dollars | Thousands of EUR | Thousands of GBP | Other (Equivalent of Thousands of TL) | |||||
1. Trade Receivables | 1.233.323 | 16.706 | 6.180 | - | 176.516 | |||||
2. Monetary Financial Assets | 3.112.022 | 61.034 | 2.570 | 7 | 271.542 | |||||
3. Other | 538.828 | 5.173 | 904 | 9 | 262.576 | |||||
4. CURRENT ASSETS | 4.884.173 | 82.913 | 9.654 | 16 | 710.634 | |||||
5. Trade Receivables | 894.784 | - | 9.252 | - | 422.714 | |||||
6. Monetary Financial Assets | 932 | - | - | - | 932 | |||||
7. Other | 638.154 | 1.552 | 11.157 | - | - | |||||
8. NON-CURRENT ASSETS | 1.533.870 | 1.552 | 20.409 | - | 423.646 | |||||
9. TOTAL ASSETS | 6.418.043 | 84.465 | 30.063 | 16 | 1.134.280 | |||||
10. Trade Payables | 12.372.877 | 251.898 | 5.563 | 41 | 906.361 | |||||
11. Financial Liabilities | 8.828.642 | 177.703 | 8.032 | - | 531.633 | |||||
12. Monetary Other Liabilities | 699.238 | 3.886 | 2.514 | 72 | 394.264 | |||||
12b. Non-Monetary Other Liabilities | 263.505 | 2.466 | 200 | - | 143.849 | |||||
13. CURRENT LIABILITIES | 22.164.262 | 435.953 | 16.309 | 113 | 1.976.107 | |||||
14. Trade Payables | 53.992 | 996 | 90 | - | 5.193 | |||||
15. Financial Liabilities | 299.341 | 4.444 | 2.001 | - | - | |||||
16. Monetary Other Liabilities | 31.646 | - | - | - | 31.646 | |||||
17. NON-CURRENT LIABILITIES | 384.979 | 5.440 | 2.091 | - | 36.839 | |||||
18. TOTAL LIABILITIES | 22.549.241 | 441.393 | 18.400 | 113 | 2.012.946 | |||||
19. Net Position of Off-balance Sheet Derivative Instruments (19a-19b) | 3.394.629 | 76.483 | - | - | - | |||||
19a. Derivative Assets | 3.394.629 | 76.483 | - | - | - | |||||
20. Net Foreign Currency Assets / Liabilities Position | (12.736.569) | (280.445) | 11.663 | (97) | (878.666) | |||||
21. Monetary Items Net Foreign Currency Assets / Liabilities position (1+2+5+6-10-11-12-14-15-16) | (17.044.675) | (361.187) | (198) | (106) | (997.393) | |||||
22. Fair Value of Derivative Instruments Held for Hedging ALACAK | (126.165) | (2.843) | - | - | - | |||||
23. | FOREIGN CURRENCY POSITION (cont'd) | |||||||||
31 December 2025 | Equivalent of Thousands of TL | Thousands of US Dollars | Thousands of EUR | Thousands of GBP | Other (Equivalent of Thousands of TL) | |||||
1. Trade Receivables | 711.153 | 1.270 | 7.294 | - | 246.299 | |||||
2. Monetary Financial Assets | 2.750.446 | 52.198 | 2.149 | - | 169.183 | |||||
3. Other | 371.854 | 1.563 | 1.214 | - | 230.734 | |||||
4. CURRENT ASSETS | 3.833.453 | 55.031 | 10.657 | - | 646.216 | |||||
5. Trade Receivables | 1.145.692 | - | 12.506 | - | 451.375 | |||||
6. Monetary Financial Assets | 1.273 | - | - | - | 1.273 | |||||
7. Other | 413.372 | 1.159 | 6.461 | - | - | |||||
8. NON-CURRENT ASSETS | 1.560.337 | 1.159 | 18.967 | - | 452.648 | |||||
9. TOTAL ASSETS | 5.393.790 | 56.190 | 29.624 | - | 1.098.864 | |||||
10. Trade Payables | 11.682.503 | 205.630 | 20.135 | 88 | 860.358 | |||||
11. Financial Liabilities | 8.303.394 | 168.510 | 4.000 | - | 133.431 | |||||
12. Monetary Other Liabilities | 836.793 | 3.419 | 2.534 | 71 | 530.331 | |||||
12b. Non-Monetary Other Liabilities | 123.324 | 1.519 | 275 | - | 36.412 | |||||
13. CURRENT LIABILITIES | 20.946.014 | 379.078 | 26.944 | 159 | 1.560.532 | |||||
14. Trade Payables | 76.272 | 989 | 91 | - | 24.573 | |||||
15. Financial Liabilities | 928.183 | 17.325 | 2.000 | - | - | |||||
16. Monetary Other Liabilities | 26.508 | - | - | - | 26.508 | |||||
17. NON-CURRENT LIABILITIES | 1.030.963 | 18.314 | 2.091 | - | 51.081 | |||||
18. TOTAL LIABILITIES | 21.976.977 | 397.392 | 29.035 | 159 | 1.611.613 | |||||
19. Net Position of Off-balance Sheet Derivative Instruments (19a-19b) | 4.680.392 | 99.233 | - | - | - | |||||
19a. Derivative Assets | 4.680.392 | 99.233 | - | - | - | |||||
20. Net Foreign Currency Assets / Liabilities Position | (11.902.795) | (241.969) | 589 | (159) | (512.749) | |||||
21. Monetary Items Net Foreign Currency Assets / Liabilities position (1+2+5+6-10-11-12-14-15-16) | (17.245.089) | (342.405) | (6.811) | (159) | (707.071) | |||||
22. Fair Value of Derivative Instruments Held for Hedging | (407.180) | (8.633) | - | - | - | |||||
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTH INTERIM PERIOD ENDED 31 MARCH 2026
(Amounts expressed in thousands of Turkish Lira (TRY) in terms of purchasing power of the TRY at 31 March 2026 unless otherwise indicated.)
-
FOREIGN CURRENCY POSITION (cont'd)
Foreign currency sensitivity
The Group is exposed to foreign exchange risk primarily with respect to US Dollars and Euro.
The following table details the Group's sensitivity to a 5% increase and decrease in foreign currency rates. 5% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management's assessment of the possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated items and adjusts their translation at the three month interim period end for a 5% change in foreign currency rates. Positive number indicates an increase in profit or loss.
31 March 2026
Profit / (Loss)
Appreciation of Depreciation of foreign currencies foreign currencies
If US Dollars changes 5% against TL
US Dollars net assets / liabilities (622.365) 622.365
If Euro changes 5% against TL
Euro net assets / liabilities 29.754 (29.754) If other foreign currencies changes 5% against TL
Other foreign currency assets / liabilities
(44.217)
44.217
TOTAL
(636.828)
636.828
31 December 2025
Profit / (Loss)
Appreciation of Depreciation of foreign currencies foreign currencies
If US Dollars change 5% against TL
US Dollars net assets / liabilities (570.631) 570.631
If Euro changes 5% against TL
Euro net assets / liabilities 1.635 (1.635) If other foreign currencies change 5% against TL
Other foreign currency net assets / liabilities
(26.144)
26.144
TOTAL
(595.140)
595.140
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FINANCIAL INSTRUMENTS
The fair values of financial assets and financial liabilities are determined and grouped as follows:
Level 1: The fair value of financial assets and financial liabilities with standard terms and conditions and traded on active liquid markets are determined with reference to quoted market prices.
Level 2: The fair value of financial assets and financial liabilities are determined in accordance with generally accepted pricing models based on using prices from direct or indirect observable current market transactions.
Level 3: The fair value of the financial assets and financial liabilities are determined where there is no observable market data.
Long-term financial investments and derivative instruments of the Group are measured at their fair values. Book values of other financial assets and liabilities approximate their fair values.
The level classification of financial assets and liabilities denominated at fair value are as follows:
Fair value level as of reporting date | |||||||
Financial instruments | 31 March 2026 | Level 1 | Level 2 | Level 3 | |||
Fair value through other comprehensive income financial investments | 3.282.298 | 1.127.750 | - | 2.154.548 | |||
Fair value through profit or loss financial investments | 2.420.406 | 3.761 | - | 2.416.645 | |||
Total | 5.702.704 | 1.131.511 | - | 4.571.193 | |||
Financial liabilities | |||||||
Derivative instruments | 178.196 | - | 178.196 | - | |||
Total | 178.196 | - | 178.196 | - | |||
Fair value level as of reporting date | |||||||
Financial instruments | 31 December 2025 | Level 1 | Level 2 | Level 3 | |||
Fair value through other comprehensive income financial investments | 3.138.381 | 868.651 | - | 2.269.730 | |||
Fair value through profit or loss financial investments | 2.573.660 | 4.956 | - | 2.568.704 | |||
Total | 5.712.041 | 873.607 | - | 4.838.434 | |||
Financial liabilities | |||||||
Derivative instruments | 407.180 | - | 407.180 | - | |||
Total | 407.180 | - | 407.180 | - | |||
Changes of financial investments measured at their fair values during the period are as follows:
Fair value through profit or loss financial investments
Fair value through profit or loss financial investments
Fair value through other comprehensive income financial investments
Level 1 | Level 3 | Level 1 | Level 3 | Total | ||
Opening balance as at 1 January 2026 | 4.956 | 2.568.704 | 868.651 | 2.269.730 | 5.712.041 | |
Fair value change | 2.092 | 13.806 | 259.099 | (7.452) | 267.545 | |
Disposals | (2.963) | - | - | - | (2.963) | |
Currency translation effect | (324) | (165.865) | - | (107.730) | (273.919) | |
Closing balance as at 31 March 2026 | 3.761 | 2.416.645 | 1.127.750 | 2.154.548 | 5.702.704 |
Fair value through other comprehensive income financial investments
Level 1 | Level 3 | Level 1 | Level 3 | Total | ||
Opening balance as at 1 January 2025 | 4.756 | 3.093.083 | 1.286.811 | 2.333.438 | 6.718.088 | |
Fair value change | 1.652 | 14.145 | (146.877) | - | (131.080) | |
Currency translation effect | (160) | (93.037) | - | (48.711) | (141.908) | |
Closing balance as at 31 March 2025 | 6.248 | 3.014.191 | 1.139.934 | 2.284.727 | 6.445.100 |
The following methods have been used in measuring the fair values of the significant financial investment of the Group, those fair value level are determined to be Level 3:
Non-traded fair value through other comprehensive income financial investments
SOCAR Polymer Investments LLC
Valuation Method | 31 March 2026 Fair Value | Unobservable Inputs | Relation Between Unobservable Inputs and Fair Value Measurement |
Income Approach, Discounted Cash Flow | 1.384.966 | Weighted average cost of capital ratio: 11,1% | If the weighted average cost of capital ratio is increased to 12,1%, the estimated fair value decreases by 150.906; If it is decreased to 10,1%, the estimated fair value increases by 195.290. |
Valuation Method | 31 December 2025 Fair Value | Unobservable Inputs | Relation Between Unobservable Inputs and Fair Value Measurement |
Income Approach, Discounted Cash Flow | 1.471.763 | Weighted average cost of capital ratio: 11,1% | If the weighted average cost of capital ratio is increased to 12,1%, the estimated fair value decreases by 160.363; If it is decreased to 10,1%, the estimated fair value increases by 207.529. |
Non-traded fair value through other comprehensive income financial investments (cont'd)
Berlin Light JV S.a.r.l
Discounted cash flow and adjusted equity methods have been used in the fair value measurement of the related financial investment, and the cash flows expected to be obtained in the future are discounted to the present by using appropriate discount factors and the shareholders' equity is adjusted according to the discounted amounts.
Antalya Serbest Bölge Kurucu ve İşleticisi A.Ş. and Mersin Serbest Bölge İşleticisi A.Ş.
Fair value measurement of the financial investments has been conducted using the discounted cash flow and adjusted equity methods. Future expected cash flows have been discounted to their present value using appropriate discount rates, and the equity value has been adjusted accordingly.
Non-traded fair value through profit or loss financial investments
Industry | Valuation Method | 31 March 2026 Fair Value | Unobservable Inputs | Relation Between Unobservable Inputs and Fair Value Measurement |
Contracting | Equivalent value | 29.906 | Valuation multiplier : 0,03 - 1,5 | If the average valuation multiplier is increased by 10%, the estimated fair value increases by 2.991, in case of a 10% decrease, the estimated fair value decreases by 2.991. |
Agriculture | Equivalent value | 2.099.430 | Valuation multiplier : 1 - 4,2 | If the average valuation multiplier is increased by 10%, the estimated fair value increases by 209.943, in case of a 10% decrease, the estimated fair value decreases by 209.943. |
Other | Equivalent value | 287.309 | Valuation multiplier : 0,1 - 4,4 | If the average valuation multiplier is increased by 10%, the estimated fair value increases by 28.731, in case of a 10% decrease, the estimated fair value decreases by 28.731. |
Industry | Valuation Method | 31 December 2025 Fair Value | Unobservable Inputs | Relation Between Unobservable Inputs and Fair Value Measurement |
Contracting | Equivalent value | 32.352 | Valuation multiplier: 0,03 - 1,5 | If the average valuation multiplier is increased by 10%, the estimated fair value increases by 3.235, in case of a 10% decrease, the estimated fair value decreases by 3.235. |
Agriculture | Equivalent value | 2.231.036 | Valuation multiplier: 1 - 4,2 | If the average valuation multiplier is increased by 10%, the estimated fair value increases by 223.104, in case of a 10% decrease, the estimated fair value decreases by 223.104. |
Other | Equivalent value | 305.316 | Valuation multiplier: 0,1 - 4,4 | If the average valuation multiplier is increased by 10%, the estimated fair value increases by 30.532, in case of a 10% decrease, the estimated fair value decreases by 30.532. |
-
FINANCIAL INSTRUMENTS (cont'd)
Non-traded fair value through profit or loss financial investments (cont'd)
Industrial distribution of the fair value movement of non-traded fair value through profit or loss financial investments is as follows:
Fair value through profit or loss financial investments
(Level 3)
Contracting
Agriculture
Other
Total
Opening balance as at 1 January 2026
32.352
2.231.036
305.316
2.568.704
Fair value change
-
13.806
-
13.806
Currency translation effect
(2.446)
(145.412)
(18.007)
(165.865)
Closing balance as at 31 March 2026
29.906
2.099.430
287.309
2.416.645
Contracting
Agriculture
Other
Total
Opening balance as at 1 January 2025
234.986
2.553.714
304.383
3.093.083
Fair value change
-
14.145
-
14.145
Currency translation effect
(5.040)
(80.162)
(7.835)
(93.037)
Closing balance as at 31 March 2025
229.946
2.487.697
296.548
3.014.191
- SUBSEQUENT EVENTS
Regarding the Satellite Gas Compressor Stations Pipeline Construction Project in Saudi Arabia, undertaken by Tekfen İnşaat and contracted on 30 July 2018 for a total amount of 589.483.052 USD; the final settlement negotiations conducted with the employer have been concluded.
Pursuant to the terms of the settlement agreement reached, the final contract amount of the project has been revised and finalized at 717.288.607 USD, including additional payments related to variation orders and scope changes received over the years, as well as a payment amounting to 33.290.000 USD concerning the claims subject to the settlement. The aforementioned payment related to the claims has not yet been collected.
