Zero Employees, 900 Million Liras: Inside the 2025 Financial Surge of Kalkınma Yatırım

1. Introduction: The Silent Engines of the Economy

In an era of massive corporate overhead and sprawling headquarters, Kalkınma Yatırım Varlık Kiralama A.Ş. has achieved a billion-lira footprint with an empty office. The company’s 2025 Independent Audit Report reveals a striking paradox: an entity managing nearly 936 million liras in assets without a single employee on its payroll. Operating as a hyper-efficient “Asset-Light” engine, this subsidiary of the Development and Investment Bank of Turkey (Türkiye Kalkınma ve Yatırım Bankası A.Ş.) serves as a sophisticated Special Purpose Vehicle (SPV), bridging the gap between critical economic sectors and the capital markets through Sharia-compliant finance.

2. The 75,000% Jump: Scaling at Warp Speed

The most explosive revelation in the 2025 balance sheet is the sheer velocity of growth. Within twelve months, the company’s asset base expanded by over 75,000%, a surge that signals a fundamental shift in the Turkish market’s appetite for lease certificates (Kira Sertifikaları). This is not just growth; it is the institutionalization of a “warp speed” issuance model.

The integrity of this massive scale-up is confirmed by the independent auditor’s “Görüş” (Opinion):

“In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and its financial performance and its cash flows for the accounting period then ended in accordance with Turkish Financial Reporting Standards (TFRS).”

3. The “Ghost” Model: Strategic Logic and Legal Isolation

While the report explicitly states in Note 1 that the company has zero employees, this “ghost” structure is a deliberate strategic choice. By outsourcing all operational and general management activities to its parent company, the entity avoids traditional corporate bloat.

However, the true value of the “Varlık Kiralama Şirketi” (VKŞ) structure is legal isolation. Under Turkish capital markets law, the assets held within a VKŞ are strictly ring-fenced from the parent bank’s bankruptcy or credit risks. This ensures that the rights of certificate holders are protected by a dedicated legal fortress, making it the preferred vehicle for high-volume financial intermediation.

4. Navigating the “Inflation Fog”: The TMS 29 Mandate

Real growth can be difficult to discern in a high-inflation environment. Because the 3-year cumulative change in the Consumer Price Index (TÜFE) exceeded the 100% threshold, the company was mandated to apply TMS 29 (High Inflation Accounting). This standard adjusts figures to reflect the purchasing power of the Lira as of December 31, 2025.

A sophisticated look at Note 19 reveals a “Net Parasal Pozisyon Karı” (Net Monetary Position Gain) of 416,814 TL. Interestingly, this gain is the net result of a massive 11.4 million TL gain on Revenue (Hasılat) offset by an 11.2 million TL loss on Cost of Sales (Satışların Maliyeti). In hyperinflationary accounting, these gains often arise because the company holds significant monetary liabilities—the certificates themselves—while the value of the currency drops, effectively decreasing the real value of what the company owes.

5. Major Players and the 930 Million Lira Issuance Staccato

The 2025 surge was primarily driven by two major entities. Rather than single large blocks, the company utilized a “staccato” issuance pattern, deploying multiple certificates with varying tenors to meet precise liquidity needs:

• Tarfin Tarım A.Ş. (599,425,662 TL): This issuance was split across three distinct ISIN codes: TRDKLVK12619 (279 days), TRDKLVK32617 (270 days), and TRDKLVK62614 (175 days). These funds provide essential “Ag-Tech” and seasonal financing for the agricultural sector, where traditional bank loans are often too rigid for the harvest cycle.
• Vakıf Finansal Kiralama A.Ş. (330,640,579 TL): Facilitated through ISIN TRDKLVK32625, this 91-day issuance targeted the leasing sector, demonstrating how the VKŞ model acts as a primary bridge to liquid capital markets.

6. A Shifting Fiscal Landscape: The 30% Tax Reality

Navigating the 2025 fiscal year required managing a complex regulatory maze. Note 20 details the increase in the corporate tax rate for financial institutions from 25% to 30%. This was compounded by the reintroduction of the 4th interim tax period under Law 7566 and further regulatory updates via Law 7571.

However, a critical “cushion” exists within this maze: for the 2024 and 2025 periods, inflation adjustment gains or losses are explicitly excluded from the determination of taxable income for financial institutions. This strategic exclusion allows entities like Kalkınma Yatırım to maintain capital stability despite the rising 30% statutory tax burden.

7. Conclusion: The Future of Asset-Backed Financing

The 2025 financial year for Kalkınma Yatırım Varlık Kiralama A.Ş. is a blueprint for the future of lean finance. Signed off by Responsible Auditor Aykut Üşenti of EY on February 6, 2026, the report confirms that a billion-lira entity can indeed run with zero staff if supported by a robust parent and a clear regulatory framework.

As emerging markets continue to face volatility, one question remains: is the “Legal Isolation” offered by the VKŞ model the only sustainable way to maintain investor confidence in high-inflation environments? For Kalkınma Yatırım, the answer lies in its 75,000% growth.

Independent Audit Briefing: Kalkınma Yatırım Varlık Kiralama A.Ş. (FY 2025)

Executive Summary

This briefing document synthesizes the independent audit report and financial statements for Kalkınma Yatırım Varlık Kiralama Anonim Şirketi (“the Company”) for the fiscal year ending December 31, 2025.

The audit, conducted by Güney Bağımsız Denetim ve SMMM A.Ş. (a member firm of Ernst & Young Global Limited), resulted in an unqualified opinion. The financial statements were found to present the Company’s financial position and performance fairly, in all material respects, in accordance with Turkish Financial Reporting Standards (TFRS) and the accounting principles for high-inflation economies (TMS 29).

Significant highlights include a massive expansion in total assets—rising from approximately 1.24 million TL in 2024 to 936.28 million TL in 2025—primarily driven by the issuance of new lease certificates (sukuk). The Company remains a 100% subsidiary of Türkiye Kalkınma ve Yatırım Bankası A.Ş., which handles all operational and administrative functions, as the Company has no employees of its own.

——————————————————————————–

Auditor’s Report and Compliance

1. Audit Opinion

The independent auditor, Aykut Üşenti, issued a “clean” (unqualified) opinion. The audit verified:

• Financial Integrity: The balance sheet, income statement, equity change, and cash flow statements reflect the Company’s true financial status as of December 31, 2025.
• Regulatory Compliance: Accounting records and financial statements comply with the Turkish Commercial Code (TTK) and the Company’s articles of association.
• Key Audit Matters: The auditor determined there were no kilit denetim konuları (key audit matters) required to be reported for this period.

2. Management and Oversight Responsibilities

• Management: Responsible for preparing financial statements under TFRS, maintaining internal controls to prevent fraud or error, and evaluating the Company’s ability to continue as a “going concern.”
• Upper Management (Board): Responsible for overseeing the financial reporting process.
• Auditor: Responsible for obtaining reasonable assurance regarding the absence of material misstatements and maintaining professional skepticism throughout the process.

——————————————————————————–

Financial Performance Analysis

The following data represents the Company’s financial position as of December 31, 2025, with comparative figures from 2024, adjusted for inflation to reflect the purchasing power at the end of the 2025 reporting period.

Comparative Financial Position (Bilanço)

Income and Profitability

• Revenue (Hasilat): 129,520,768 TL (primarily from profit share income).
• Cost of Sales: (127,773,432) TL (primarily profit share expenses).
• Gross Profit: 1,747,336 TL.
• General Administrative Expenses: (11,098,589) TL. These costs are largely offset by “Other Income from Main Activities” (10,307,746 TL), which represents service income from reflecting costs to the parent bank.
• Net Monetary Position Loss: The Company recorded a loss of 416,814 TL due to the effects of high inflation on its monetary position.

——————————————————————————–

Key Operational Themes and Accounting Policies

1. Organizational Structure

The Company was established on May 28, 2020, for the sole purpose of issuing lease certificates (kira sertifikası) in accordance with Capital Markets Board (SPK) regulations. It is 100% owned by Türkiye Kalkınma ve Yatırım Bankası A.Ş. The Company has no personnel; all operations are conducted by the parent bank.

2. High Inflation Accounting (TMS 29)

Due to the cumulative three-year inflation rate in Turkey exceeding 100%, the Company applied TMS 29 (Financial Reporting in Hyperinflationary Economies).

• Non-monetary items (equity, tangible assets) were adjusted using a correction coefficient based on the Consumer Price Index (TÜFE).
• The index rose from 2,684.55 in Dec 2024 to 3,513.87 in Dec 2025, resulting in a correction coefficient of 1.3089 for 2024 figures.

3. Lease Certificate Issuances (Sukuk)

The Company’s massive asset growth in 2025 is attributed to several major issuances under management agreements.

Active Issuances as of 31 December 2025: | ISIN Code | Issue Date | Amount (TL) | Maturity | | :— | :— | :— | :— | | TRDKLVK12619 | 10.04.2025 | 40,000,000 | 14.01.2026 | | TRDKLVK32617 | 26.06.2025 | 122,000,000 | 23.03.2026 | | TRDKLVK62614 | 24.12.2025 | 400,000,000 | 17.06.2026 | | TRDKLVK32625 | 29.12.2025 | 330,000,000 | 30.03.2026 |

4. Taxation and Legal Changes

• Corporate Tax Rate: The rate for financial institutions is 30%.
• Domestic Minimum Corporate Tax: Effective from 2025, calculated tax cannot be less than 10% of the corporate income before deductions and exemptions.
• Inflation Adjustment for Tax: Per Law No. 7491, inflation adjustments for 2024 and 2025 will not be considered in the determination of taxable income for financial institutions, despite being used for financial reporting.

——————————————————————————–

Significant Auditor Observations and Notes

Related Party Transactions

The Company’s relationship with its parent, Türkiye Kalkınma ve Yatırım Bankası A.Ş., is fundamental to its existence:

• Cash Holdings: 1,396,645 TL is held at the parent bank.
• Liabilities: The Company owes the parent bank 2,189,250 TL in short-term trade payables.
• Income Reflection: 970,105 TL was recorded as income from the parent bank to reflect general administrative expenses.

Audit Responsibility Quote

“Our aim is to obtain reasonable assurance as to whether the financial statements as a whole are free from material misstatement, whether due to error or fraud, and to issue an independent auditor’s report containing our opinion… Reasonable assurance is a high level of assurance, but it does not guarantee that a material misstatement will always be detected when it exists.”

Conclusion on Financial Stability

The audit concluded that management’s use of the going concern basis is appropriate. No material uncertainties were identified that would cast significant doubt on the Company’s ability to continue its operations in the foreseeable future.