Related Party Transaction • Mar 3, 2025
Related Party Transaction
Open in ViewerOpens in native device viewer
This report has been prepared as per Article 10 of Corporate Governance Communiqué no. II.17.1 (the "Communique") issued by Capital Markets Board ("CMB"). In respect of the aforesaid article, if the ratio of the amounts of the total frequent and continuous transactions between a company quoted in Borsa Istanbul and its affiliates and/or the affiliated persons in an accounting period,
are estimated to be more than 10%, based on the recent publicly disclosed annual financial statements of such company, the board of directors of such publicly traded company shall prepare a report which covers the conditions of the relevant transactions and a comparison of the same with the market conditions and such report or its results section shall be disclosed before Public Disclosure Platform (KAP).
The purpose of this report is to disclose the terms of estimated transactions between Türkiye Petrol Rafinerileri A.Ş. (the Company) and its affiliates and the associated parties as defined by Turkish Accounting Standards (TMS 24) within the scope of CMB regulations and in 2025 exceeding the amount set forth by the Communiqué to the extent that they are not commercial secrets and show that any such transaction does not have a negative effect on the Company as compared to the market conditions.
The detailed information about related party transactions of our Company carried out in 2024 was announced to public in 29th footnote of financial statements concerning our activities in 2024. In this report, the transactions that are expected to exceed 10% range in 2025 were evaluated.
Türkiye Petrol Rafinerileri A.Ş. has been established on 16 November 1983. The Company is mainly engaged in the following fields:
To package the products produced during various phases of production and to establish a packaging industry for this purpose, to utilize and/or to sell waste, by semi products and substandard products, to establish and operate the necessary facilities for the destruction of the waste products,
To establish and operate facilities and plants related with all kinds of energy and energy related industries within the framework of the laws and regulations. To obtain, use and trade all kinds of equipment, materials and chemical substances for this purpose,
As of 31 December 2024, the issued capital of the company is TL 1,926,795,598 and information regarding the shareholding structure of the Company are as follows.
| Name of Shareholder | Value (TL) | Number of Shares | Share (%) |
|---|---|---|---|
| Enerji Yatırımları A.Ş | 893,996,545.48 | 89,399,654,548 | 46.40 |
| Koç Holding A.Ş. | 122,297,870.88 | 12,229,787,088 | 6.35 |
| Other | 910,501,181.63 | 91,050,118,163 | 47.25 |
| Privatization Administration | 0.01 | 1 | 0.00 |
| Total | 1.926.795.598,00 | 192,679,559,800 | 100.00 |
The summary of the financial tables of our Company for the years of 2023 and 2024 are as follows:
| Thousand TL | 31.12.2023 (*) | 31.12.2024 (*) |
|---|---|---|
| Total Assets | 529,573,034 | 454,127,527 |
| Equity Capital of the Parent Company | 289,859,976 | 282,215,289 |
| Thousand TL | 01.01.2023- 31.12.2023 (*) |
01.01.2024-31.12.2024 (*) |
|---|---|---|
| Net Sales | 991,202,993 | 810,385,588 |
| COGS | -832,772,469 | -742,355,284 |
| Net Profit | 77,780,087 | 19,033,640 |
(*) Consolidated financial statements prepared by applying the TAS 29 ''Financial Reporting in Hyperinflationary Economies'' standard.
Based on above data, a board report is required in 2025 for purchases estimated to exceed TRY 74,235,528.4 thousand (2024 Cost of Sales*10%) and sales estimated to exceed TRY 81,038,558.8 thousand (2024 Revenues*10%).
OPET Petrolcülük A.Ş. has been established by Öztürk family in 1992, OPET has been added to the Koç Group with 50% share since 2002. The Company operates in the fuel oil distribution sector via wholesale and retail sales,production and marketing of lube oil and sales of jet fuel, storage and international product trade. Türkiye Petrol Rafinerileri A.Ş. has 41,67% shares of OPET Petrolcülük A.Ş.
As disclosed in its special circumstances disclosure dated 25.07.2018 our Company has decided to open an office in London, United Kingdom in order to do business with the purpose of contribution its import and export operations by way of following international market opportunities closely and gaining additional value from the supply and sale chains. This office has been transformed into a company, having a separate legal entity, which is 100% subsidiary of our Company and titled as Tupras Trading LTD in 2020. Tupras Trading LTD. The issued capital of the company is 50,000,000 USD.
Our company made sales of 121,553,753,000 TL (this amount corresponds to 15% of total sales) to its related party OPET Petrolcülük A.Ş. in 2024. The pricing method determined in this process was the comparable price method.
As a result of the examination of the sales prices of our company in 2024; The prices are determined in accordance with the "closest accessible world free market conditions" within the framework of Article 10 of the Petroleum Market Law and within the framework of the Fuel Oil Price Methodology notified to EMRA as per the Petroleum Market Pricing Regulation. It is concluded that equal price is applied to all companies with equal status, including related companies.
Our company also procured goods and services worth TRY5,497,649,000 from OPET Petrolcülük A.Ş. in 2024, without exceeding the limits specified in the Communiqué.
Our company made sales of 101,701,807,546 TL (this amount corresponds to 13% of total sales) to its related party Tupras Trading LTD in 2024. The pricing method determined in this process was the fixed margin profit per ton.
Our company also procured goods and services worth TRY48,767,777,576 from Tupras Trading LTD in 2024, without exceeding the limits specified in the Communiqué.
Our company aims to increase its sales and profitability in international markets by selling certain petroleum products to Tupras Trading LTD and to increase its profitability with product and origin diversity by purchasing certain petroleum products and crude oil from Tupras Trading LTD under the Supply and Sales Agreement dated 24 December 2024. Principal conditions of such agreements are as follows:
• The contract is for five years , Tüpraş has the right to terminate at any time during the contract period, as long as 1-month prior written notice provided that to Tupras Trading LTD.
• Supply and Sales Agreement between Tupras and Tupras Trading LTD is based on a fixed profit margin methodology on annual basis according to the global market implementations. Within consideration of free market fluctuations, fixed profit margin is reviewed and determined with the remark of independent consulting firm each and every year.
In 2024, no transactions were carried out with related parties exceeding the 10% limit based on the cost of the goods sold.
For the accounting period from 01.01.2025- 31.12.2025, our company's related party transactions expected to exceed the 10% threshold consist of sales of petroleum products to OPET Petrolcülük A.Ş. and Tupras Trading LTD. In addition to these transactions, although the thresholds specified in the Communiqué were not exceeded in 2024 and are not expected to be exceeded in 2025, information regarding the products and services received from these companies and the pricing methods applied for these transactions is also provided.
| Information on transactions exceeding 10% of revenue | |||||||
|---|---|---|---|---|---|---|---|
| Related party | Transaction nature | Transaction value(TL) (2024) |
Ratio of Transaction Amount to Revenue/COGS (2024) |
Transaction method |
|||
| OPET Petrolcülük A.Ş. | Sales of Petroleum Products |
121,553,753,000 | 15% | Comparable price method |
|||
| OPET Petrolcülük A.Ş. | Purchases of Petroleum Products and Warehousing |
5,497,649,000 | 1% | Comparable price method |
|||
| Tupras Trading LTD. | Sales of Petroleum Products |
101,701,807,546 | 13% | Comparable price method |
|||
| Tupras Trading LTD. | Purchases of Petroleum Products and Crude Oil |
48,767,777,576 | 7% | Comparable price method |
With respect to Article 10 of Capital Markets Board's (CMB) Declaration, numbered Serial II.17.1, (Declaration), since the ratio of the amount of the common and continuous product sales transactions of our Company with OPET Petrolcülük A.Ş. to the revenue amount, included in the annual financial statements to be publicly disclosed, reaches more than 10%, in 2024 and since the related party transaction is expected to be realized above the limit at the same conditions also in 2025 the conditions of the transactions made with OPET Petrolcülük A.Ş., the price determination method, and the rationale for the selection of this method are explained in this Report, and information is presented on the compliance of the transactions with market conditions.
Additionally, since it is expected that ratio of the amount of the common and continuous petroleum product sales and petroleum products and crude oil purchase transactions of our Company with Tupras Trading LTD, a 100% subsidiary of our company, to the revenue amount will reach more than 10% in 2025, the price determination method, and the rationale for the selection of this method are explained in this Report, and information is presented on the compliance of the transactions with market conditions.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.