Tekfen Holding Anonim SirketiBIST: TKFEN

Financial Statement

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TEKFEN HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES

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)

TEKFEN HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES

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.

  1. 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.

  2. 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).

  1. 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:

    1. the completion of negotiations with banks in line with updated schedules,

    2. the realization of cash generation capacity consistent with operational plans, and

    3. 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.

  2. ADOPTION OF NEW AND REVISED STANDARDS

    New and revised standards and interpretations are presented below:

    1. 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"

    2. 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.

  3. EVENTS AND TRANSACTIONS MATERIALLY AFFECTING THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Construction Projects

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.

  1. 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 Investments

    Long 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).

  2. 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

    2026 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

    TEKFEN HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES

    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.

  3. SEGMENT REPORTING (cont'd)
    1. 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

      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

      6. SEGMENT REPORTING (cont'd)
    2. 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).

      1. SEGMENT REPORTING (cont'd)
    3. 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

  1. 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.

  2. TRADE RECEIVABLES AND PAYABLES
    1. 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).

  3. 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)

  1. 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).

  2. 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).

  3. 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:

    by 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)

    TEKFEN HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES

    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.)

  4. PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS, INVESTMENT PROPERTY AND RIGHT-OF-USE ASSETS
    1. 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 SUBSIDIARIES

      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.)

      12. PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS, INVESTMENT PROPERTY AND RIGHT-OF-USE ASSETS (cont'd)
    2. Goodwill

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 SUBSIDIARIES

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.)

  1. 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 SUBSIDIARIES

    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.)

  2. 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).

  3. 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).

  1. 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.

  2. 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.

  3. 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 Shares

On 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 SHARE

1 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)

21. EXPLANATIONS REGARDING NET MONETARY POSITIONS GAINS/(LOSSES)

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)

-

-

-

TEKFEN HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES

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.)

  1. 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

  2. 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

-

24. FINANCIAL INSTRUMENTS (cont'd)

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.

24. FINANCIAL INSTRUMENTS (cont'd)

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.

  1. 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

  2. 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.