Quarterly Report • May 26, 2025
Quarterly Report
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At the beginning of the project, due to the effect of the Block visa problems, the workforce planned to be procured from abroad could not be provided; Instead, it has turned to highcost local hired labor. In addition, due to the the impact of occupational safety and quality practices beyond industry standards in Ras Laffan, where the project continues, the summer heat, the Ramadan period, the relocation of the workforce from outside due to the lack of readiness of the camp, the effect of the employer's pressure due to the failure to reach the planned progress values, etc., it was spent more than anticipated. In parallel with the increase in the number of workforce and with the effect of the procedures in the project, there is an increase in the number of indirect personnel.
Questions 2 and 3 were answered together.
The progress in the end-of-project estimates of the Qatar NFE project is summarized in the table below.
| Million US Dollars | |||
|---|---|---|---|
| Contract Value |
Estimated Gross Profit/(Loss) |
||
| Final contract value of the project including additional works | February 25, 2022 |
448,6 | 59,8 |
| Update of June 2023 CMB report by calculating the end-of-project costs with current estimates |
June 2023 | 461,9 | (20,2) |
| Replacement of both the senior management of Tekfen Construction HQ and new appointments of the management of the NFE Project in the period of June, July, and August 2023. |
|||
| With the appointment of the new project management team in August 2023, the detailed studies jointly conducted by theHQ cost control and project management teams during the Fall of 2023 were publicly disclosed through a material event disclosure on December 15, 2023, following the approval of the Holding's Board of Directors. |
December 15, 2023 |
450,1 | (130,0) |

| Additional works in the project and improvement in end-of-project profitability. |
September 2024 |
494,8 | (119,5) |
|---|---|---|---|
| Improvement in End-of-Project profitability | March 2025 |
497,7 | (116,0) |
As can be seen from the table above, signs indicating that the project would incur a loss began to emerge during the June 2023 reporting period, leading to a request for a detailed update from the then-existing project team. As a result, the end-of-project loss was calculated at 20.2 million USD. Subsequently, following the actions outlined in the response to question 6, and as a result of extensive and detailed work carried out by the new project team and the new HQ management in coordination with the client, the endof-project loss was recalculated at 130 million USD and publicly disclosed through a material event disclosure on December 15, 2023.
The aforementioned end-of-project loss estimates were made on the indicated dates based on projections developed by the site management and HQ cost control teams in line with developments in project progress, as explained above, and have been periodically updated throughout the duration of the project.
These calculations were conducted with the approval of the HQ cost control, internal audit, and the board of directors, and were included in the reports submitted to senior management. The results were also regularly reviewed by independent external audit teams during the June and December reporting periods.
The relevant studies were carried out by the HQ cost control, HQ financial affairs and project management team.
According to the TFRS standards, which Tekfen Holding is subject to for financial reporting, if a longterm construction project is expected to result in a loss at completion, it is classified as an economically disadvantageous contract. As specified in the accounting policies disclosed in the financial statements related to revenue and onerous contracts, the entire estimated loss must be recognized as a provision in the financial statements in accordance with TAS 37 – Provisions, Contingent Liabilities and Contingent Assets.
As of December 31, 2023, the estimated gross loss at completion of the NFE project amounts to 130 million USD. As of the same date, based on the physical progress of the project and the costs incurred corresponding to the approved progress payments, the realized loss is 50.1 million USD. The difference between the actual loss of 50.1 million USD and the estimated total loss of 130 million USD, 79.9 million USD, has been recognized as a provision in the financial statements dated December 31, 2023.
| 1 January - 31 December 2023 Other Provisions Charge for the period (in the Profit/Loss Statement) |
Thousand US Dollars |
Thousand TL |
|
|---|---|---|---|
| North Field East Shore EPC-1 (NFE) Project | 79.919 | 1.897.937 | |
| Other | 3.097 | 73.548 | |
| Total | 83.016 | 1.971.485 |

| December 31, 2023 Other Provisions Balance Sheet Balance |
Thousand US Dollars |
Thousand TL |
|
|---|---|---|---|
| North Field East Shore EPC-1 (NFE) Project | 79.919 | 2.352.677 | |
| Other | 10.667 | 314.011 | |
| Total | 90.586 | 2.666.688 |
(*) Pursuant to IAS 21 (Effects of Exchange Rate Changes), when preparing the consolidated financial statements of the Group, the balance sheet items of companies whose current currency is different from TL are converted into TL with the exchange rate on the balance sheet date, and the income, expenses and cash flows are converted into TL at the rate of the date of the transactions (historical exchange rate), and in cases where the date cannot be determined, at the annual average exchange rate. The conversion difference arising from this conversion is included in the calculation of foreign currency conversion differences under equity. Since the functional currency of Tekfen Construction and Installation Inc. is the US Dollar, the reserve balance of thousand USD 79,919 was converted into TL using the average exchange rate in the profit or loss statement, while it was converted into TL using the period-end exchange rate in the balance sheet.
Initial discussions with the employer (CTJV) regarding the management and compensation of the losses began at the beginning of 2023, and meetings have since been held at all levels, including with sponsors. As a result of these discussions, various contract amendments were signed with the employer (Incentive Agreement – March 2023, Amendment No.03 – August 2023, and Amendment No.07 – February 2025). Within the scope of these agreements, it was decided that payments would be made upon achieving certain milestones under an incentive model, and that CTJV would provide additional workforce support to assist Tekfen's mobilization. As of today, a total payment of USD 23.25 million has been received under this framework, and efforts are ongoing to secure an additional USD 18 million in target payments. This total of USD 41.25 million has been included in the projected end-of-project gross profit calculation since the end of 2023. Additionally, the total workforce support provided by CTJV to date is approximately 2.1 million man-hours. In addition to the incentive payments, Change Orders amounting to a total of USD 15.8 million have also been signed.
The discussions with the client have been conducted with the aim of partially offsetting the losses, ensuring financial sustainability, and securing progress in the project.
In February 2025, a claim was submitted for damages arising from delays and disruptions caused by CTJV; no response has yet been received to this claim.
In May 2025, support was obtained from a Qatar-based consultancy firm, and an extension of time claim (EOT) was submitted to the client, supported by detailed analyses and prior assessments. Work on the claim continues with the same consultancy firm.

While negotiations regarding the compensation of losses are ongoing with CTJV and QE LNG, preparations are underway to gather supporting documentation and identify a suitable legal firm, keeping the possibility of arbitration in mind.
a) In addition to routine weekly "commercial" meetings with CTJV, summaries of high-level meetings are provided in the annex:
The project management team meets with the employer's representatives on a monthly basis to discuss both project progress and our claims.
Since discussions with the client are still ongoing, no legal proceedings or arbitration has been initiated yet.
| Cumulative | ||||||||
|---|---|---|---|---|---|---|---|---|
| From January 1 | March 2024 | June 2024 | September 2024 | December 2024 | ||||
| 2024 Other Provision Released (in | Thousand | Thousand | Thousand | Thousand | Thousand | Thousand | Thousand | Thousand |
| the Profit/Loss Statement) | \$ | TL* | \$ | TL* | \$ | TL* | \$ | TL* |
| North Field East Shore EPC-1 (NFE) | ||||||||
| Project | 10.368 | 320.073 | 19.598 | 618.996 | 31.485 | 1.014.235 | 42.122 | 1.380.862 |
| Other | 2.301 | 71.044 | 3.370 | 106.458 | 4.241 | 136.610 | 5.939 | 194.706 |
| Total | 12.669 | 391.116 | 22.968 | 725.454 | 35.726 | 1.150.846 | 48.061 | 1.575.568 |
| March 2024 | June 2024 | September 2024 | December 2024 |
| March 2024 | June 2024 | September 2024 | December 2024 | |||||
|---|---|---|---|---|---|---|---|---|
| Other Provisions Balance Sheet | Thousand | Thousand | Thousand | Thousand | Thousand | Thousand | Thousand | Thousand |
| Balance | \$ | TL* | \$ | TL* | \$ | TL* | \$ | TL* |
| North Field East Shore EPC-1 (NFE) | ||||||||
| Project | 69.552 | 2.245.498 | 60.322 | 1.980.130 | 48.434 | 1.651.105 | 37.797 | 1.331.344 |
| Other | 11.018 | 355.718 | 10.491 | 344.374 | 8.960 | 305.444 | 5.141 | 181.096 |
| Total | 80.569 | 2.601.216 | 70.812 | 2.324.504 | 57.394 | 1.956.549 | 42.939 | 1.512.441 |
(*) The TL amounts in the table are the TL amounts prepared according to the purchasing power and inflation accounting for the relevant period and presented in the CMB reporting.

As answered in questions 2, 3 and 8 above, the changes in provisions do not have any income-side effect except for the September 2024 period.
As answered in questions 2, 3, 8 and 9, there is no profit transfer between the reporting periods.
The transaction in question was disclosed in the Material Event Disclosure dated December 15, 2023, and the necessary explanations regarding the project were made in footnote 38 in the consolidated financial statements dated December 31, 2023.
Ali Nihat Gökyiğit Yatırım Holding A.Ş. deputy Atty. İltem Dokurlar submitted the following questions;
Answer: Our Company and its group companies are subject to disclosure obligations under the agreements signed with the banks with which they have credit relationships. Negotiations with the relevant banks regarding the issuance of waiver letters in relation to share transfers—whether already made or to be made—by the Company's shareholders (in which the Company itself is not a party) are ongoing within the framework of "trade secrets" and "confidentiality" principles. This matter has been disclosed in Note 25 of the Company's financial statements dated March 31, 2025.
As of today, there is no concrete development. However, should any situation arise that may affect the continuity of the Company's operations, the necessary disclosures will be made in accordance with Capital Markets Legislation and the provisions of the Turkish Commercial Code.
Answer: Annual subsidiary reports are prepared by the boards of directors of Tekfen Group companies in accordance with Article 199 and the subsequent provisions of the Turkish Commercial Code (TCC). As the controlling entity, Tekfen Holding A.Ş. prepares and publishes its annual consolidated financial statements in compliance with the "Consolidated Financial Statements" standard, subject to independent audit. Detailed disclosures are included in Note 35 titled "Related Party Disclosures" of the financial statements.
In addition, in response to a request submitted during the General Assembly pursuant to Article 200 of the TCC, the Controlling Company Report has been prepared and is attached. This report is prepared only upon request by shareholders.

APPENDIX High-Level Meetings in Addition to Routine Weekly and Monthly Meetings by Project Management
| Date 23.08.2023 |
Location CTJV Site Office |
Participants CTJV Management Hakan Goral Cem Ozbay Huseyin Ardic |
Subject Sponsors Meeting with Tekfen |
|---|---|---|---|
| 09.10.2023 | CTJV Site Office | CYJV Management Cem Ozbay Hakan Goral |
TEKFEN-CTJV-COMPANY Project Monthly Meeting |
| 17.07.2024 Project |
Qatar Navigation Tower | CTJV Management QELPG Management Hakan Goral Cem Ozbay Huseyin Ardic Serhat Puturgeli |
Discussion on Tekfen Progress and for EPC-1 |
| 18.09.2024 | Qatar | CTJV Management QELPG Management Hakan Goral Cem Ozbay Huseyin Ardic Serhat Puturgeli |
EPC-1 Tri-Party Meeting - CTJV/Tekfen/QELNG |
| 22.06.2023 | Tekfen Lusail Offices | CTJV Management Hakan Goral Ali Sanli |
Tekfen - CTJV meeting |
| 22.08.2023 | CJTV Site Office | CTJV Management Hakan Goral Cem Ozbay Huseyin Ardic |
NFE1: QG-CTJV-TEKFEN Man. Meeting |
| 23.08.2023 | CTJV Site Office | CTJV Management Hakan Goral Cem Ozbay Huseyin Ardic |
Sponsors Meeting with Tekfen |
| 18.09.2024 | QNT 2F 06 | QELNG Management CTJV Management Serhat Puturgeli Cem Ozbay Huseyin Ardic Hakan Goral |
EPC-1 Tri-Party Meeting - CTJV/Tekfen/QELNG |
| 19.05.2025 | QNT | QELNG Management CTJV Management Hakan Goral Cem Ozbay Huseyin Ardic |
Tekfen CEO Meeting with QELNG CMPO |

TEKFEN HOLDING CO., INC.
DECEMBER 31, 2024 AS OF PARENT COMPANY REPORT
| 1. | INFORMATION ABOUT THE COMPANY 3 |
|---|---|
| 2. | BASIS OF THE REPORT 3 |
| 3. | INFORMATION ABOUT THE PARENT COMPANY AND ITS SUBSIDIARIES ………………………………………………………………………………3-5 |
| 4. | INFORMATION ABOUT THE TRANSACTIONS BETWEEN THE PARENT COMPANY AND THE ITS SUBSIDIARIES……………… 5-6 |
| 5. | CONCLUSION…………… 6 |
| Company Title | : | Tekfen Holding Co. Inc. |
|---|---|---|
| Headquarters | : | Tekfen Sitesi A Blok No.7 Besiktas ISTANBUL |
| Trade Registry |
: | 111233 |
| Phone | : | (0212) 359 33 00 |
| Fax | : | (0212) 257 00 81 |
| : | [email protected] | |
| Tax Office | : | Large Taxpayers |
| Tax ID Number |
: | 834 005 2014 |
This Report has been prepared in accordance with the provisions of Article 200 of the Turkish Commercial Code regarding the transactions of our company with its subsidiaries.
The purpose of this report is to provide information about the transactions of the Company's subsidiaries and their subsidiaries with each other, the shareholders, managers and their related parties of the parent and its subsidiaries in the operating year of January 1 – December 31, 2024, their transactions and their results.
Our report has been prepared in accordance with the principles of accurate and honest accountability.
As of December 31, 2024, the shareholding structure of Tekfen Holding A.Ş., the ultimate Parent Company of the Tekfen Group, is as follows.
| Partner's Name, Surname / Title | Partnership Share | Capital Amount (Turkish Lira) |
|---|---|---|
| Berker Family | 25,23% | 93.367.143 |
| Gökyiğit Family | 19,86% | 73.487.941 |
| Akçağlılar Family | 6,65% | 24.611.074 |
| Repurchased Shares | 2,81% | 10.395.334 |
| The part that is open to the public | 45,45% | 168.138.508 |
| Paid-in Capital | 100% | 370.000.000 |
| Capital inflation adjustment differences | 6.833.022.000 | |
|---|---|---|
As of December 31, 2024, the list of subsidiaries directly and indirectly owned by Tekfen Holding A.Ş., the ultimate Parent Company of the Tekfen Group, is as follows:
| Company Title | Field of Activity | Country of Registration |
Direct/Indirect Share Participation Rate % |
|---|---|---|---|
| Tekfen İnşaat ve Tesisat A.Ş. | Construction | Turkey | 100 |
| Tekfen Mühendislik A.Ş. | Engineering | Turkey | 100 |
| Tekfen İmalat ve Mühendislik A.Ş. | Production | Turkey | 100 |
| Cenub Tikinti Servis ASC | Construction | Azerbaijan | 51 |
| HMB Hallesche Mitteldeutsche Bau-Aktiengesellschaft | Trade | Germany | 100 |
| Denkmal in Dahlem Otto-Hahn-Platz GmbH | Construction | Germany | 89 |
| OOO Rusfen | Construction | Russia | 100 |
| Gate Construction | Construction | Kazakhstan | 100 |
| Tekfen Construction and Installation W.L.L | Construction | Qatar | 49 |
| Toros Tarım Sanayi ve Ticaret A.Ş. | Fertilizer – Terminal Management |
Turkey | 100 |
| Toros Adana Yumurtalık Serbest Bölgesi Kur. ve İşleticisi A.Ş. | Service | Turkey | 100 |
| Toros Terminal Servisleri ve Denizcilik A.Ş. | Service | Turkey | 100 |
| Toros Gemi Acenteliği ve Ticaret A.Ş. | Shipping Agency | Turkey | 100 |
| Tekfen Tarımsal Araştırma Üretim ve Pazarlama A.Ş.(*) | Production | Turkey | 100 |
| Alanar Meyve ve Gıda Üretim Pazarlama Sanayi ve Tic. A.Ş. | Fruit Production | Turkey | 100 |
| Toros Gönen Yenilenebilir Enerji Üretim A.Ş. (*) | Fertilizer – Electricity Generation |
Turkey | 100 |
| Toros Meram Yenilenebilir Enerji Üretim A.Ş. (*) | Fertilizer – Electricity Generation |
Turkey | 100 |
| Toros Agroport Romania S.A | Fertilizer Trading | Romania | 100 |
| Tekfen Turizm ve İşletmecilik A.Ş. | Service | Turkey | 100 |
| Tekfen Sigorta Aracılık Hizmetleri A.Ş. | Brokerage Services | Turkey | 100 |
| Tekfen International Finance and Investments S.A. | Investment | Luxembourg | 100 |
| Tekfen Teknoloji Yatırım ve Ticaret A.Ş. | Investment | Turkey | 100 |
| CFS Petrokimya Sanayi A.Ş. | Investment | Turkey | 100 |
| Techinvestments MMC | Investment | Azerbaijan | 100 |
| Tekfen Ventures L.P. | Investment | U.S.A. | 100 |
| Tekfen Venture Management LLC | Management Service | U.S.A. | 100 |
| Azfen Birge Müessesi | Construction | Azerbaijan | 40 |
| Tekfen-Tubin-Özdemir J.V. | Construction | Turkey | 71 |
| Gama-Tekfen-Tokar J.V. | Construction | Turkey | 35 |
| Tekfen TML J.V. | Construction | Libya | 67 |
| Doğuş - Tekfen Adi Ortaklığı | Construction | Turkey | 50 |
| Tekfen - Al Jaber Engineering | Construction | Qatar | 50 |
| Tekfen - T Engineering Ortak Girişimi | Construction | Turkey | 85 |
| Istek Construction LLP | Construction | Kazakhstan | 50 |
| Tekfen Engineering UK Limited | Engineering | England | 100 |
| Tekfen Engineering USA Inc. | Engineering | U.S.A. | 100 |
|---|---|---|---|
| Tekfen Yenilenebilir Enerji Çözümleri A.Ş. | Energy | Turkey | 100 |
| Tekfen Taşınmaz Yatırım ve Yönetim A.Ş. | Investment | Turkey | 100 |
| Tekfen Derince Gayrimenkul A.Ş. | Investment | Turkey | 100 |
| Tekmarmara Enerji Üretim A.Ş. | Energy | Turkey | 100 |
| Babadağ Elektrik Üretim San. A.Ş. | Energy | Turkey | 100 |
(*) The relevant companies, with all their assets and liabilities, were transferred to Toros Tarım Sanayi ve Ticaret A.Ş. on December 31, 2024.
During the fiscal year from January 1 to December 31, 2024, no financial transactions were conducted between our Company and its subsidiaries, or among the subsidiaries themselves, that were contrary to market conditions.
As of the current situation, there were no transactions between the parent and subsidiaries, shareholders, executives, or their close relatives that would result in a conflict of interest or involve competition in the same business areas.
The detailed explanations in footnote No. 35 titled Related Party Disclosures of our Company's consolidated financial statements dated December 31, 2024, which were made public on March 6, 2025, are given below;
| Thousand TL | 31 December 2024 | |
|---|---|---|
| Receivables | Payables | |
| Balances with related parties | Short-term | Short-term |
| Trade | ||
| Azfen (1) | 47.868 | - |
| Tekzen | 1.195 | 306 |
| Agromak | 26 | 8 |
| Üçgen Bakım | 580 | - |
| Other | 67 | 727 |
| Shareholders and key management | 2.483 | 943 |
| Joint operations (2) | 110.816 | 3.389 |
| 163.035 | 5.373 |
| Thousand TL | 1 January - 31 December 2024 | ||
|---|---|---|---|
| Dividend | Rent | ||
| Transactions with related parties | Sales | income | income |
| Agromak | 26 | - | - |
| Akmerkez Lokantacılık | - | 6.456 | - |
| Tekzen | 1.286 | - | - |
| Üçgen Bakım | 985 | 1.964 | - |
| Akmerkez Gayrimenkul | - | 35.871 | - |
| Galipoli Gıda | 14 | - | - |
| Tekfen Vakfı | 259 | - | 13 |
| Other | 199 | 13.743 | 13 |
| Shareholders and key management | 5.563 | - | - |
| 8.332 | 58.034 | 26 |
The benefits provided to key management personnel during the period are as follows:
| 31 December | |
|---|---|
| Thousand TL | 2024 |
| Salaries and other short-term benefits | 120.235 |
| 120.235 |
During the fiscal year from January 1 to December 31, 2024, no legal transactions were conducted between our Company and its subsidiaries, or among the subsidiaries themselves, that were contrary to market conditions.
To the best of our knowledge and based on the circumstances during the fiscal year from January 1 to December 31, 2024, the prices applied in the transactions between our subsidiaries, among the subsidiaries themselves, and with the shareholders, executives, and their close relatives of the controlling and affiliated companies, have been determined in accordance with the arm's length principle.
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