Opet Petrolcülük A.Ş. 2025 Consolidated Financial Briefing

Executive Summary

This briefing document provides a comprehensive analysis of the consolidated financial performance and position of Opet Petrolcülük A.Ş. (“Opet” or “the Group”) for the fiscal year ending December 31, 2025. The independent audit conducted by Güney Bağımsız Denetim ve SMMM A.Ş. (a member firm of Ernst & Young Global Limited) resulted in an unqualified opinion, confirming that the financial statements present the Group’s financial position fairly in accordance with Turkish Financial Reporting Standards (TFRS).

A defining characteristic of this reporting period is the continued application of TMS 29 (Financial Reporting in Hyperinflationary Economies). Consequently, all figures are expressed in terms of the purchasing power of the Turkish Lira (TL) as of December 31, 2025.

Key Financial Takeaways:

• Revenue: The Group generated 457.9 billion TL in revenue, a slight decrease from 478.8 billion TL in 2024 (adjusted for inflation).
• Net Profit: Net income for the period rose to 3.39 billion TL, compared to 3.28 billion TL in the previous year.
• Asset Growth: Total assets increased to 94.66 billion TL from 85.78 billion TL.
• Ownership: The Group remains a joint venture, managed and owned equally (50/50) by the Öztürk Group and the Koç Group.
• Audit Focus: Inflation accounting and revenue recognition were identified as the primary “Key Audit Matters” due to their significant impact on the financial results.

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Organizational Overview

Opet Petrolcülük A.Ş. was founded in 1992 by Fikret Öztürk. Since a share transfer at the end of 2002, the company has been under the joint management of the Öztürk Group and the Koç Group.

Core Activities

The Group’s primary operations involve the domestic and international wholesale and retail purchase, sale, import, export, storage, marketing, and distribution of all types of petroleum products. While its main activities are concentrated in Turkey, the Group maintains an international presence through various subsidiaries.

Corporate Structure

The Group operates through a network of subsidiaries and joint ventures:

• Wholly Owned Subsidiaries: Opet Trade BV (Netherlands), Opet International Limited (UK), Opet Market ve Akaryakıt İstasyon İşletmeciliği A.Ş., and several maritime transport companies (Demre 7, Demre 8, and Vice 2 Tankercilik).
• Significant Joint Ventures (50% ownership): THY Opet Havacılık Yakıtları (aviation fuels), Opet Fuchs Madeni Yağ (lubricants), and Opet Aygaz Gayrimenkul (real estate).
• Investments in Associates: WAT Mobilite Çözümleri (EV charging) and Esinti Enerji (renewable energy).

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Consolidated Financial Performance Analysis

The following table summarizes the Group’s financial performance for 2025 compared to the inflation-adjusted figures of 2024.

Revenue and Profitability Drivers

• Revenue Streams: Domestic sales accounted for 392.6 billion TL, while international sales contributed 77.8 billion TL. Revenue from services, including tank storage rentals, amounted to 1.59 billion TL.
• Efficiency: Despite a decline in total revenue, gross profit grew by 22.1%, driven by a more significant reduction in the cost of sales.
• Operating Profit: There was a substantial surge in operating profit (193.9%), though this was tempered by high financing costs.
• Financing Impact: Net financial expenses remained a heavy burden at 5.1 billion TL (Financing income of 1.55B TL vs. Financing expenses of 6.65B TL).
• Monetary Gains: The Group recorded a net monetary position gain of 3.52 billion TL due to the impact of inflation on its net monetary liabilities.

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Financial Position and Liquidity

Asset Composition

Total assets reached 94.66 billion TL as of December 31, 2025.

• Current Assets (45.65B TL): Primarily composed of trade receivables (24.65B TL) and inventories (9.14B TL). Cash and cash equivalents stood at 9.84B TL.
• Non-Current Assets (49.01B TL): Tangible fixed assets (Property, Plant, and Equipment) are valued at 21.43B TL, and Right-of-Use assets (primarily station leases) at 13.64B TL. Equity-accounted investments (Joint Ventures) contributed 7.10B TL.

Liability and Debt Profile

Total liabilities increased to 55.90 billion TL.

• Trade Payables: The largest liability, totaling 31.34 billion TL, with 13.27 billion TL owed to related parties (primarily Tüpraş).
• Financial Borrowings: Total financial debt is 18.64 billion TL, including 9.48 billion TL in issued debt instruments and 5.61 billion TL in bank loans.
• Lease Liabilities: Liabilities from kiralama (leasing) operations reached 2.31 billion TL.

Equity and Dividends

Total equity remained stable at 38.76 billion TL.

• Paid-in Capital: 150 million TL (Historical value).
• Capital Adjustment Differences: 4.44 billion TL.
• Retained Earnings: 21.36 billion TL.
• Dividends: During 2025, the Group paid dividends totaling 2.79 billion TL (adjusted for inflation). This stemmed from an Extraordinary General Assembly decision to distribute a gross nominal dividend of 2.35 million TL.

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Key Audit Matters (KAMs)

The independent auditors identified two critical areas requiring specialized focus during the 2025 audit:

1. Application of Inflation Accounting (TMS 29)

Due to Turkey being classified as a high-inflation economy, the Group restated its financial statements to reflect changes in the general purchasing power of the Turkish Lira.

• Mechanism: Restatements used the Consumer Price Index (TÜFE) published by the Turkish Statistical Institute (TÜİK).
• Impact: The index rose from 2,684.55 in Dec 2024 to 3,513.87 in Dec 2025, necessitating significant adjustments to non-monetary items and the recognition of monetary gains/losses.

2. Revenue Recognition (TFRS 15)

Revenue is the most critical indicator of the Group’s performance and the largest item on the income statement.

• Risk: Given the volume of fuel sales, there is an inherent risk regarding the timing of revenue recognition (cut-off) and whether control of the products has actually transferred to the buyer.
• Audit Response: Procedures included testing the design and effectiveness of controls over the revenue process, performing analytical reviews, and verifying a sample of invoices against delivery and collection records.

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Related Party Transactions

As a joint venture of the Koç and Öztürk groups, Opet engages in significant transactions with related entities.

• Trade Payables to Related Parties: Totaled 13.27 billion TL, with Tüpraş (a Koç Group company) being the primary supplier, accounting for 12.65 billion TL of this debt.
• Trade Receivables from Related Parties: Totaled 943.8 million TL, with Akpa (355.8M TL) and Ovolt Şarj (198.4M TL) as notable debtors.
• Sales to Related Parties: The Group generated significant revenue through sales to Koç Group companies, most notably Akpa (4.17B TL) and Ford Otomotiv (398.6M TL).
• Banking: The Group maintains 489.7 million TL in deposits and 921.0 million TL in loans with Yapı Kredi Bankası (a Koç Group affiliate).

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Outlook and Future Obligations

• Average Personnel: The Group employed an average of 944 personnel in 2025, a slight reduction from 984 in 2024.
• Guarantees and Contingencies: As of Dec 31, 2025, the Group has provided guarantees, pledges, and mortgages (TRIs) totaling 9.52 billion TL, primarily to public institutions and customs offices. Conversely, it holds 32.44 billion TL in collateral from customers and suppliers.
• Lease Commitments: The Group’s Right-of-Use assets are largely tied to station land leases, with significant payment obligations extending beyond 2030 (1.18B TL).