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As filed with the Securities and Exchange Commission on April 17, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report
Commission File Number: 1-15092
TURKCELL İLETİŞİM HİZMETLERİ A.Ş.
(Exact Name of Registrant as Specified in Its Charter)
TURKCELL
(Translation of Registrant’s Name into English)
Republic of Türkiye |
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Ms. Özlem Yardım |
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Turkcell Küçükyalı Plaza |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading symbol |
Name of each exchange on which registered |
Ordinary Shares Nominal Value TRY 1.000* |
TKC |
New York Stock Exchange |
* |
Not for trading on the New York Stock Exchange, but only in connection with the registration of American Depositary Shares representing such ordinary shares pursuant to the requirements of the Securities and Exchange Commission |
Securities registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
2,200,000,000 Ordinary Shares comprising:
Ordinary Shares, Group A, Nominal Value TRY 1.000 330,000,000
Ordinary Shares, Group B, Nominal Value TRY 1.000 1,870,000,000
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ⌧ |
Accelerated Filer ☐ |
Non-Accelerated Filer ☐ |
Emerging growth company ☐ |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards* provided pursuant to Section 13(a) of the Exchange Act. ☐
* |
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☐ |
International Financial Reporting Standards as issued |
Other ☐ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
TABLE OF CONTENTS
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MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |
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16.D EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES |
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16.E PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS |
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16.I DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS |
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INTRODUCTION
This is the 2025 annual report for Turkcell İletişim Hizmetleri A.Ş. (“Turkcell”), a joint stock company organized and existing under the laws of the Republic of Türkiye. The “Company,” “we,” “us,” “our,” the “Group” and similar terms refer to Turkcell, its predecessors, and its consolidated subsidiaries, except as the context otherwise requires. When referring to our subsidiaries in this annual report, we generally use the trade names under which our subsidiaries operate. Full legal names can be found in the Exhibit 8.1.
Our audited annual consolidated financial statements including our consolidated statements of financial position as of December 31, 2025 and 2024 and our consolidated statements of profit or loss, other comprehensive income, changes in equity and cash flows for each of the years in the three-year period ended December 31, 2025 (“Consolidated Financial Statements”) included in this annual report have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).
Türkiye has been considered a high-inflation economy for accounting purposes according to IAS 29 “Financial reporting in hyperinflationary economies” since June 30, 2022. Accordingly, financial information included in this annual report for all the periods reported is expressed in the purchasing power of the Turkish Lira as of December 31, 2025. All non-monetary items have been restated to reflect the impact of the inflation restatement reporting in terms of the measuring unit current as of December 31, 2025. Comparative financial information has also been restated using the general price index of the current year. See “Item 3. Key Information—D. Risk Factors—Risks relating to Türkiye—Since March 2022, the Turkish Lira has been qualified as a currency of a hyperinflationary economy under IAS 29 and we are required to apply inflationary adjustments to our financial statements.” Any further adjustments could adversely affect our results of operations and financial condition and those of our Turkish subsidiaries,” “Item 5. Operating and Financial Review and Prospects—I. Overview of the Turkish Economy—Application of IAS 29” and Note 2(b) to the Consolidated Financial Statements for further detail. However, certain historical figures and amounts related to matters such as investigations, lawsuits and dividend distributions, are disclosed without inflation restatements and labeled as “not restated for IAS 29” in this annual report on Form 20-F.
Certain figures included in this annual report have been subject to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly, and figures shown as totals in certain tables may not total exactly. In this annual report, references to “TL,” “TRY” and “Turkish Lira” are to the Turkish Lira, and references to “$,” “U.S. Dollars,” “USD,” “U.S. $” and “cents” are to U.S. Dollars and, except as otherwise noted, all interest rates are on a per annum basis. In this annual report, references to “Türkiye” or the “Republic” are to the Republic of Türkiye.
Statements regarding total market size in Türkiye are based on the Information and Communication Technologies Authority’s (“ICTA”), Türkiye’s principal telecommunications regulator, or operators’ announcements, and statements regarding penetration are based on the Turkish Statistical Institute’s (“TurkStat”) announcements pertaining to the Turkish population.
References to the ICTA include its predecessor entity, the Telecommunications Authority.
We have not independently verified the information in industry publications or market research, although management believes the information contained therein to be reliable. We do not represent that this information is accurate.
The methodology for calculating performance measures such as subscriber numbers, average revenue per user (“ARPU”) and churn rates varies substantially among operators, and is not standardized across the telecommunications industry, and reported performance measures thus vary from those that would probably result from the use of a single methodology. In addition, subscriber numbers in the mobile communications sector may be difficult to calculate as a result of individuals having more than one SIM card, or SIM cards being removed due to periods of inactivity. Varying calculation methodologies make it difficult to compare performance indicators and determine the relative market shares of different mobile operators.
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FORWARD-LOOKING STATEMENTS AND RISK FACTORS
This annual report includes forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and the Safe Harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts included in this annual report, including, without limitation, certain statements regarding our operations, financial position, and business strategy, may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “continue,” or similar statements.
Although we believe that the expectations reflected in such forward-looking statements are reasonable at this time, we can give no assurance that such expectations will prove to be correct. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Important factors that could cause actual results to differ materially from our expectations are contained in cautionary statements in this annual report, including, without limitation, the following risk factors that we face:
| ● | competition from our competitors and/or the entrance of new direct and indirect competitors in the market due to new products and technologies and regulatory changes in Türkiye with respect to certain technologies; |
| ● | our growth strategy being partly dependent on new investment opportunities, including those outside our core telecom activities; |
| ● | investments in companies outside of our core market in Türkiye that may not provide the benefits that we expect; |
| ● | instability in the political environment, economy, and financial markets in Türkiye; |
| ● | foreign exchange rate risks and the devaluation of the Turkish Lira which could affect the Turkish macroeconomic environment and could significantly affect our results of operations and financial position in future periods if hedging tools are not available at commercially reasonable terms; |
| ● | the level of inflation in Türkiye; |
| ● | disruption of supply chains, international trade restrictions and our dependence on a small number of suppliers and a single distributor; |
| ● | our use of artificial intelligence and automated technologies; |
| ● | our information technology and network technology services, which are key to our business and are susceptible to physical and cybersecurity threats; |
| ● | reduction in cash generated from operations and increased capital needs, which could increase our borrowing requirements, and consequently, our finance costs and exposure to the risks associated with borrowing; |
| ● | regulatory decisions and changes in the regulatory environment; |
| ● | failure by us, our local partners or any of our key suppliers, to comply with laws and regulations regarding unethical business practices, including bribery and corruption, or the risk of us or our local partners becoming subject to international sanctions; |
| ● | risks related to physical and cybersecurity threats to our network and information technology systems and the products and services we provide, including those developed and/or maintained through third party suppliers; |
| ● | risks related to our exposure to technological changes in the communications market or to new industries other than telecommunications, or to offering new services or products, for which we may rely on third-party providers; |
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| ● | various risks with respect to our base transceiver stations performance, including spectrum limitations and frequency costs, certain coverage and local production obligations relating to the 4.5G and 5G license and alleged health risks and zoning limitations related to our base transceiver stations; |
| ● | risks related to any required permission procedures and facility sharing requirements relating to our fiber infrastructure backbone; |
| ● | our ability to adapt to rapid technological changes in communications and information technology; |
| ● | the impact of environmental risks and climate change on our businesses; |
| ● | risks arising from natural disasters and catastrophic accidents, including earthquakes, on our businesses; |
| ● | our two major shareholders whose interest may not be aligned with those of other shareholders; |
| ● | legal actions and claims to which we are a party; |
| ● | inherent limitations of the effectiveness of our internal control over financial reporting and other controls; |
| ● | our ability to retain key personnel, our partners and their employees; and |
| ● | volatility in the market price of our American Depositary Shares, and the risks related to American Depositary Share holders not being entitled to attend shareholders’ meetings. |
See “Item 3. Key Information—D. Risk Factors” for further detail.
NON-IFRS MEASURES
Adjusted EBITDA is a non-GAAP financial measure that is defined as the profit of the Company for the period before finance income, finance costs, monetary gain and loss, income tax expense, other operating income, other operating expenses, gain or loss from discontinued operations, share of profit or loss of equity accounted investees and depreciation and amortization. Our management reviews Adjusted EBITDA as a key indicator each month in monitoring our financial performance. Net profit is also considered by our management as an indicator of our overall business performance, which includes results from our operations, financing and investing activities. Adjusted EBITDA is not a measurement of financial performance under IFRS and should not be construed as a substitute for profit for the period as a measure of performance, or cash flow from operations as a measure of liquidity.
Adjusted EBITDA, among other measures, facilitates performance comparisons from period to period and management decision making. It also facilitates performance comparisons from company to company, subject to differences in the way it is calculated by different companies. Adjusted EBITDA as a performance measure eliminates potential differences caused by variations in capital structures (affecting interest expense), tax positions (such as the impact of changes in effective tax rates on periods or companies) and the age and book depreciation and amortization of tangible and intangible assets (affecting relative depreciation and amortization expense). Adjusted EBITDA is frequently used by securities analysts, investors and other interested parties in evaluating the performance of other mobile operators in the telecommunications industry in Europe, the Middle East and Africa (“EMEA”), many of which present Adjusted EBITDA when reporting their results.
Nevertheless, Adjusted EBITDA has limitations as an analytical tool, and should not be considered in isolation from, or as a substitute for analysis of, our results of operations, as reported under IFRS.
Some of these limitations are:
| ● | it does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments; |
| ● | it does not reflect changes in, or cash requirements for, our working capital needs; |
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| ● | it excludes the share of profit or loss of equity accounted investees and discontinued operations; |
| ● | it does not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; |
| ● | it excludes depreciation, amortization and impairments and although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements; |
| ● | it does not reflect other income and expense items (including donations) which are generally beyond the scope of our ordinary operations; |
| ● | it is not adjusted for all non-cash income or expense items that are reflected in our consolidated statement of cash flows; |
| ● | it does not reflect monetary gain/(loss) which is due to indexation of non-monetary items in the scope of IAS 29; and |
| ● | other companies in our industry may calculate this measure differently from how we do, which may limit its usefulness as a comparative measure. |
Furthermore, our management also reviews Adjusted EBITDA Margin as a key indicator each month in monitoring our financial performance. Adjusted EBITDA Margin is a non-GAAP financial measure that is defined as Adjusted EBITDA divided by total revenues.
We compensate for these limitations by relying primarily on our results under IFRS and using Adjusted EBITDA measures only on a supplemental basis. For a reconciliation of total profit for the year to Adjusted EBITDA, see “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Selected Financial Data Prepared in Accordance with IFRS as Issued by the IASB” and the Consolidated Financial Statements contained elsewhere in this annual report.
ARPU is an operational metric which contains a non-GAAP financial measure. Turkcell Türkiye revenue included in the ARPU calculation is defined as subscriber or network driven revenues in Turkcell Türkiye, excluding revenue from fixed corporate and wholesale business, digital business sales, tower business and other non-subscriber-based revenues. We calculate monthly ARPU for mobile and fixed residential services by dividing such revenue for the relevant year by twelve and further dividing by the average number of subscribers during the annual period. ARPU is an operational measurement tool and the methodology for calculating performance measures such as ARPU varies substantially among operators, and is not standardized across the telecommunications industry, and reported performance measures thus vary from those that may result from the use of a single methodology. Management believes that this measure is helpful in assessing the development of our services over time. For a reconciliation of Turkcell Türkiye revenue to the portion of such revenues included in the ARPU calculations, refer to “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Selected Financial Data Prepared in Accordance with IFRS as Issued by the IASB.”
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3. KEY INFORMATION
3.A [Reserved]
3.B Capitalization and Indebtedness
Not applicable.
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3.C Reasons for the Offer and Use of Proceeds
Not applicable.
3.D Risk Factors
The following is a discussion of those risks that we believe are the principal material risks faced by our Company and its subsidiaries. No assurance can be given that risks that we do not believe to be material today will not prove to be material in the future. Consequently, the risks described below should not be considered to be exhaustive.
Risk Factors Summary
Summary of Risks relating to Türkiye
| ● | The majority of our business and assets are in Türkiye, and thus deterioration in the Turkish economy, any devaluation of the Turkish Lira, or any instability in the political environment, may have an adverse effect on our business and financial condition. |
| ● | If the current levels of inflation continue, the Turkish economy and our financial position and business could be adversely affected. |
| ● | Since March 2022, the Turkish Lira has been qualified as a currency of a hyperinflationary economy under IAS 29, and we are required to apply inflationary adjustments to our financial statements. Any further adjustments could adversely affect our results of operations and financial condition and those of our Turkish subsidiaries. |
| ● | Foreign exchange rate risks could affect the Turkish macroeconomic environment and could significantly affect our results of operations and financial position in future periods. |
Summary of Risks Relating to the Telecom Industry
| ● | Our mobile business is dependent on the spectrum capacity obtained through our licenses. |
| ● | The obligations and costs of our license agreements may limit, in some cases, our flexibility in responding to market conditions, competition and changes in our cost structure, impact our prices or result in penalties in the event of non-compliance. |
| ● | Our fixed network fiber business may be adversely affected by required permission procedures and facility sharing requirements relating to our fiber infrastructure backbone. |
| ● | Adapting to rapid technological changes may pose challenges, which could lead to higher than expected capital expenditures, a greater possibility of commercial failure or unanticipated adverse consequences. |
| ● | Our use of artificial intelligence and automated technologies could expose us to additional operational, regulatory, reputational and financial risks. |
| ● | There are alleged health risks and zoning limitations related to our base transceiver stations which may adversely affect our ability to provide services at certain areas. |
Summary of Risks Relating to Our Business
| ● | Competition in the Turkish telecommunications market may adversely affect the growth of our business and our financial condition, and the competition that we face may evolve with our business strategy. |
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| ● | Our growth strategy is partly dependent on making investments in new opportunities, in particular outside of our core telecommunications activities, which may not be successful and which could affect our business and financial condition. |
| ● | Changes in the regulatory environment in the sectors in which we operate could adversely affect our business and financial condition. |
| ● | Our investments in companies outside of our core market in Türkiye may not provide the benefits that we expect and we may be unable to divest such investments successfully. |
| ● | Reduction in cash generated from operations and increased capital needs may increase our borrowing requirements, which could increase our financing costs and our exposure to the risks associated with borrowing. |
| ● | Our business is subject to risks arising from natural disasters and catastrophic accidents. |
| ● | Environmental risks and climate change could significantly impact our businesses. |
| ● | Information technology and network technology services are key to our business and are susceptible to physical and cybersecurity threat. |
| ● | Disruption of supply chains, international trade restrictions and our dependency on a small number of suppliers and on a single distributor may have an adverse effect on our business and financial condition. |
| ● | Our reliance on contributions from third-party providers for the development and maintenance of solutions outside our core telecommunications activities may adversely affect our business. |
| ● | If we, our local partners or any of our key suppliers fail to comply with laws and regulations regarding unethical business practices, including bribery and corruption, or were to be subject to international sanctions, this could adversely affect our business and financial condition. |
| ● | We are involved in various claims and legal actions arising in connection with our business, which could have a material effect on our financial condition. |
| ● | Although we maintain and regularly review our internal control over financial reporting, there are inherent limitations on the effectiveness of our controls, particularly as our Company grows and enters into new businesses. |
| ● | Our consolidated financial results and/or operational performance could be adversely affected if we are unable to retain our key personnel and skilled employees. |
Summary of Risk Relating to our American Depositary Shares
| ● | We have two major shareholders whose interests may not be aligned with those of other shareholders and may expose us to sanctions risk. |
| ● | The amount and timing of dividends and other profit distributions, including share buybacks, are uncertain. |
| ● | The price of our American Depositary Shares may be volatile, and purchasers of American Depositary Shares could incur substantial losses. Holders of American Depositary Shares are not entitled to attend shareholders’ meetings, and they may only vote through the depositary. |
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Risks Relating to Türkiye
The majority of our business and assets are in Türkiye, and thus deterioration in the Turkish economy, any depreciation of the Turkish Lira, or any instability in the political environment, may have an adverse effect on our business and financial condition.
With a substantial portion of our revenues, assets and business derived from and located in Türkiye, and denominated in Turkish Lira, adverse developments in the Turkish economy and political environment have had, and are likely to continue to have, a material adverse effect on our business and financial condition.
Any deterioration in the general economic outlook for Türkiye may negatively affect our businesses. Türkiye has, from time to time, experienced volatile political, economic and social conditions. The COVID-19 pandemic triggered a global economic downturn that severely impacted the Turkish economy in 2021 and 2022, which was visible in the precipitous declines in investments, exports, and industrial output, followed by the impact on the Turkish economy of the Southeastern Türkiye earthquakes in 2023. Although inflation followed a downward trend during 2025 due to tight monetary policy and relative exchange rate stability, persistently high inflation (notably with respect to services) and interest rates, depreciation of Turkish Lira, and any potential tax increases or other governmental measures affecting consumption levels have had, and may continue to have, a material adverse effect on the purchasing power of our customers. These factors may also negatively affect the affordability of certain goods and services we offer, thereby impacting our revenues and limiting our growth. Domestic political factors, changes in, or lack of coordination of, governmental monetary and fiscal policies, are sources of uncertainty and impose further risks on the country’s economy. While Türkiye’s next presidential elections are scheduled for 2028, any domestic political uncertainty or the possibility of early elections could lead to sharp fluctuations in exchange rates, interest rates and financing costs. Such volatility may result in elevated hedging expenses and reduced investor confidence, which could adversely affect our financial performance and access to funding. These various factors, as well as broader market conditions, have negatively affected our share price, and there can be no assurance that they will not continue to do so.
The performance of the Turkish economy has been and may continue to be affected by global, regional and domestic economic and political developments. Regional military conflicts and geopolitical tensions, notably the ongoing Russia-Ukraine war, military conflicts involving Israel and the surrounding region and the recent military conflict involving Israel, the United States and Iran, have substantially increased global geopolitical risks. In particular, in the event of a prolonged conflict in Iran, Türkiye’s macroeconomic outlook may be impacted. This may manifest as upward pressures on the energy import prices and the inflation basket. Sharp spikes in crude and natural gas prices directly elevate energy costs, thereby jeopardizing the narrowing trajectory of the current account deficit. Concurrently, the lagged pass-through effect of rising fuel prices to core components within the CPI basket, predominantly transportation services, bears the potential to necessitate a substantial revision in the CBRT’s inflation projections. The stickiness in core inflation indicators, coupled with this cost shock, poses a significant risk of derailing the disinflationary process. In the event of a prolonged conflict, potential risks to the Turkish economy could escalate to a much more structural dimension. Persistent disruptions in supply chains, particularly those originating from the Strait of Hormuz, could drive up freight costs and trigger a new wave of supply-side inflation globally. Under such a scenario, the postponement of rate-cut cycles by global central banks (primarily the Fed and the ECB) would lead to a strengthening of the US Dollar Index and exert additional pressure on Turkish Lira. The subsequent depreciation pressure on the Turkish Lira could reignite inflation via the exchange rate pass-through mechanism. Another critical risk is the narrowing of the CBRT’s monetary policy room for maneuver. Faced with rising cost-push inflation and an elevated risk premium, a potential rate-cut cycle anticipated by the market could fall off the agenda entirely, and it may become imperative to maintain current interest rate levels for much longer than expected. This situation would further tighten market liquidity conditions, leading to sharp spikes in hedging costs and a plausible stagflation.
Any such ongoing regional military conflicts and geopolitical tensions, notably those in neighboring or nearby areas, could significantly adversely affect both the Turkish and global economies in 2026 and beyond. Such events could trigger further volatility in commodity, oil and gas prices, as well as exchange rates, and result in disruptions in supply chains and energy markets, which in turn may affect inflation, interest rates, financing costs and global growth and adversely affect our operational environment. In particular, any significant escalation of the US/Israel/Iran war may lead to broader regional instability that could adversely impact our operations in Türkiye and Turkish Republic of Northern Cyprus. Such developments may negatively affect our financial condition and overall results of operations.
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Additionally, the adoption of new protectionist measures, including the tightening of global financial policies, the imposition or increase of tariffs and other trade restrictions by major economies, could generate uncertainty in global markets and result in currency depreciation, result in slowdowns in global, regional or national economic activity and pose risks to inflation dynamics, interest rates and exchange rates. Decreased global liquidity and the persistence of high interest rates may result in increased financial volatility and a high cost on foreign currency debt structure, while premature monetary easing by central banks could result in resurgent inflation, potentially triggering stagflation. Any of these factors (notably those impacting Türkiye’s significant export markets, such as the EEA) could negatively impact Türkiye.
There can be no assurance that these and other global economic, political and geopolitical factors, such as any ramifications of any domestic or foreign elections, will not have an impact on Türkiye and will not cause further deterioration of the Turkish economy and, in turn, of our business, financial condition and results of operations. Furthermore, Türkiye is a well-known tourism destination and we observe a correlation between tourist inflow and our net subscriber additions. Any factors that may affect the number of foreign tourists visiting the country may adversely affect the growth of our subscribers, business and our financial condition.
Continuing unfavorable economic conditions, including inflation, currency depreciation (particularly the Turkish Lira), rising wages and energy prices, the rising cost of capital, hedging mechanisms and the other factors cited above, are also expected to continue to increase our costs, reducing our profitability and adversely impacting our margins. In addition, these global and domestic macroeconomic, political and social volatilities may adversely impact execution of our strategies, including our ability to take strategic actions with respect to the composition of our asset portfolio or to obtain external financing to support our strategy.
If the current levels of inflation continue, the Turkish economy and our financial position and business could be adversely affected.
Significant inflation, and the measures used to curb it, have historically impacted, and may continue to impact, Türkiye’s economic stability. Inflation in Türkiye accelerated sharply from late 2021, peaking at 85.51% in October 2022. In response, the Central Bank of the Republic of Türkiye (the “CBRT”) shifted to a tightening monetary policy, aimed at decreasing inflation and maintaining gross domestic product (“GDP”) by strengthening the real value of Turkish Lira. As part of this strategy, the policy rate was gradually raised from 8.50% in mid-2023 to 42.50% by the end of 2023, and to 50.00% by March 2024, where it remained until December 2024. The sustained tightening of monetary policy supported demand for the Turkish Lira, contributed to the rebuilding of CBRT reserves and helped halt the excessive depreciation trend. As a result, the inflationary uptrend began to reverse with annual inflation declining from 75% in May 2024 to 44.38% by the end of 2024, supported by base effects, relative exchange rate stability, and weakening domestic demand. In December 2024, the CBRT initiated a gradual easing cycle, lowering policy rate to 47.50%, followed by a further reduction to 42.50% in March 2025. However, amid renewed concerns over inflation dynamics and the outcomes of the events in March 2025, the policy rate was increased to 46.00% in April 2025. During the second half of 2025, as the CBRT improved its reserve position, exchange rate stability was restored, and the disinflation continued, therefore the CBRT resumed rate cuts, reducing the policy rate to 40.50% by September 2025 and further to 38.00% by 2025 year-end. Consequently, as of December 2025, annual inflation declined to 30.89%. However, persistent inflationary pressures in service and food prices, along with potential exchange rate fluctuations, may reignite inflationary pressures.
In addition to these developments, geopolitical events may impact inflationary pressures in Türkiye. See “—The majority of our business and assets are in Türkiye, and thus deterioration in the Turkish economy, any depreciation of the Turkish Lira, or any instability in the political environment, may have an adverse effect on our business and financial condition.” Additionally, the impact of potential protectionist measures together with increases in inflation or a slowdown in growth in either the EU or the US may also negatively affect Türkiye’s growth outlook.
Inflation may significantly deteriorate the purchasing power and spending patterns of both individual and corporate customers, potentially reducing the affordability of our services and increasing our non-performing loans. In response, customers may downsize their tariffs or migrate to lower-cost competitiors, thereby limiting revenue and ARPU growth. Our ability to offset inflation through pricing is further constrained by the fixed-term nature of our contracts - typically 12 months for mobile and fixed broadband subscribers - which prevents prices adjustments until the contract expiration. Consequently, while we implement periodic price increases, the impact on our growth occurs with a significant time lag, as adjustments are only realized upon renewal. Should inflationary pressures persist or intensify, our revenues may decrease in real terms while margins contract. Simultaneously, our profitability remains under pressure from rising operating costs, driven by currency depreciation, wage increases, and elevated electricity prices, all of which adversely affect our financial condition and results of operations.
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Since March 2022, the Turkish Lira has been qualified as a currency of a hyperinflationary economy under IAS 29, and we are required to apply inflationary adjustments to our financial statements. Any further adjustments could adversely affect our results of operations and financial condition and those of our Turkish subsidiaries.
Pursuant to the International Accounting Standard 29, Financial Reporting in Hyperinflationary Economies (“IAS 29”), the financial statements of entities whose functional currency is that of a hyperinflationary economy must be adjusted for the effects of changes in a general price index. IAS 29 does not establish an absolute rate when hyperinflation is deemed to arise and the IASB does not identify specific hyperinflationary jurisdictions. However, IAS 29 provides a series of non-exclusive guidelines that assist companies in exercising their judgment as to when restatement of financial statements becomes necessary. These guidelines consist of (i) analyzing the behavior of the population regarding preservation of wealth in non-monetary assets or in relatively stable foreign currency, prices being quoted in terms of a relatively stable currency, interest rates and wages being linked to a price index, and the loss of the currency’s purchasing power, and (ii) as a quantitative characteristic, verifying if the three-year cumulative inflation rate approaches or exceeds 100%. In March 2022, the International Practices Task Force of the Centre for Audit Quality (“IPTF”), which monitors countries experiencing high inflation, categorized Türkiye as a country with projected 36 months’ cumulative inflation rate greater than 100% as of February 28, 2022. Therefore, Turkish companies reporting under IFRS, including us, have been required to apply IAS 29 to their financial statements for periods ending on and after June 30, 2022. Under IAS 29, financial statements of an entity that reports in the currency of a hyperinflationary economy should be stated in terms of the measuring unit at the current balance sheet date. Nonmonetary items which are not already expressed in terms of the measuring unit current at the end of the reporting period and components of owners’ equity in the statement of financial position, and all items in the statement of profit or loss and other comprehensive income should be restated by applying a general price index. In addition, gains or losses arising from net monetary position should be included in net income under a separate line item and other comprehensive income.
As a result of our application of IAS 29 to our financial statements for 2025, the majority of our financial metrics have been impacted. We cannot predict the impact that any further application of IAS 29 and related adjustments will have on our financial statements, results of operations and financial condition going forward. Investors should be aware that the financial position and performance of Turkcell reported in and after 2022 may not be directly comparable to the data reported in prior periods.
Foreign exchange rate risks could affect the Turkish macroeconomic environment and could significantly affect our results of operations and financial position in future periods.
Depreciation or volatility of the Turkish Lira may adversely affect the Turkish economy. The Turkish Lira traded at approximately 35.22 per USD as of December 31, 2024 and depreciated to approximately 42.86 per USD by December 31, 2025, reperesenting a depreciation of approximately 21.7% against USD. During the first quarter of 2026, the USD/TRY exchange rate increased further to 44.40. Compared to the end of 2025, the Turkish Lira has depreciated to the USD by 3.6%. Exchange rate risks are not limited to the USD/TRY pair; risks related to the EUR may also have an impact, as well as any volatility or weakness of the USD. The high volatility observed in the EUR/USD pair increases uncertainties in the markets going forward. These rising costs also lead to higher expenses for EUR hedging transactions carried out in the market to cover EUR positions.
In recent years, the CBRT has adopted tighter and more conventional monetary policies aimed at supporting price stability and reducing demand for foreign exchange, including increasing returns on Turkish Lira–denominated deposits. While these measures have at times contributed to relative exchange rate stability and reserve accumulation, the Turkish Lira remains vulnerable to domestic and global factors, including inflation dynamics, capital flows, political developments, fiscal pressures and global financial conditions. In particular, increased public expenditures following the Southern Türkiye Earthquakes in February 2023, periods of heightened political (i.e., in early 2025) or macroeconomic uncertainty, and shifts in investor sentiment have, at times, led to increased exchange rate volatility, reserve pressures and higher demand for foreign currency. Such developments have contributed to higher interest rates, increased borrowing costs and elevated hedging expenses. The CBRT’s ongoing efforts to manage the normalization of the FX-protected deposit scheme in 2025 also involved risks. A sudden shift in household or corporate preferences toward foreign currency deposits, particularly in the event of declining confidence or insufficiently attractive Turkish Lira interest rates, could put additional pressure on foreign exchange reserves and the exchange rate. Moreover, adverse global developments, including a prolonged period of U.S. dollar strength, geopolitical risks, the high external debt obligations of the United States in 2026, tighter global financial conditions or reduced risk appetite toward emerging markets, and interest rate hikes in Japan could increase capital outflows, exacerbate exchange rate volatility and raise the cost of external financing for Türkiye and Turkish companies.
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We are exposed to foreign exchange rate risks as a result of the fact that our income, expenses, assets and liabilities are denominated in a number of different currencies, primarily Turkish Lira, U.S. Dollars, Euros, Chinese Renminbi (“CNY”) and Belarusian Ruble (“BYN”). Fluctuations in the Turkish Lira and BYN versus U.S. Dollars, Euros, and CNY, have had and may continue to have an unfavorable impact on us. In particular, a substantial majority of our capital expenditure and borrowings are currently, and are expected to continue to be, denominated in U.S. Dollars, Euros and CNY, while the revenues generated by our activities are denominated largely in local currencies, in particular the Turkish Lira. As of December 31, 2025, our total borrowing was TRY 158,649 million (including TRY 15,484 million of lease obligations). As of 2025 end, 54% of our consolidated debt was in U.S. Dollars, 29% in Euros, 6% in CNY, and 11% in TRY.
Deterioration in Türkiye’s macroeconomic conditions, exchange rate volatility, higher sovereign risk premiums or heightened volatility, and reduced liquidity in domestic and global financial markets could adversely affect our access to domestic and international debt capital markets and materially increase borrowing costs. Periods of elevated risk aversion toward emerging markets, notably due to conflicts such as the U.S./Israel/Iran war, may lead to sudden disruptions or closures in funding markets, limiting our ability to refinance existing indebtedness or obtain new financing on commercially acceptable terms, or at all. These conditions could increase our refinancing risk, shorten available debt maturities and further elevate our cost of borrowing, notwithstanding our hedging strategies.
Further devaluation of the Turkish Lira could further affect and limit our investment plans in the future. The financing of infrastructure investments, license fee payments, data center and renewable energy investments and any other potential investment opportunities could lead to an increase in our U.S. Dollar and/or Euro debt, further increasing our currency exposure. See “Item 8. Financial Information” and Note 35 to our Consolidated Financial Statements included elsewhere in this annual report.
Our currency hedging strategy includes derivative transactions and accumulating hard currency by using Turkish Lira cash from our operations. We are currently able to hedge our principal TRY exposure to the U.S. Dollar and the Euro on commercially reasonable terms, no assurance can be given that we will continue to be able to do so under all circumstances in the future, in particular taking into account political and geopolitical risks, which have had, and are likely to continue to have, a material impact on the volatility of global markets which, in turn, may lead to a material increase in our financing costs. Due to additional regulations imposed by the CBRT and the Banking Regulation and Supervision Agency (“BRSA”), access to viable offshore markets for transactions involving Turkish Lira has become significantly limited. While hedging instruments remain available, hedging activities are predominantly conducted over shorter tenors due to the higher costs associated with long-term hedging transactions. This may have a negative impact on our financial decisions, or we may face a negative net foreign exchange position and, ultimately, a negative impact on net income and lower dividends in the future. The increase in public debt in Türkiye may also continue to result in increased pressure on the value of the TRY. For further information relating to our financing obligations, see “—Risks Relating to Our Business—Reduction in cash generated from operations and increased capital needs may increase our borrowing requirements, which could increase our financing costs and our exposure to the risks associated with borrowing.”
In Belarus, there are few or no tools to effectively hedge foreign exchange rate risks due to restricted and undeveloped financial markets. The current war in Ukraine and the ensuing geopolitical repercussions have had and are expected to continue to have a significant adverse effect on BYN, which has been subject to limits on transfer and conversion and is vulnerable to further devaluation. The BYN is also exposed to the effects of international sanctions on Russia and its allies.
We are also exposed to currency exchange rate risk on the prices of the smartphones that we rely on for the promotion of our services, including with respect to our financing activities, such as those engaged in through our Turkcell Finansman A.Ş. (“Financell”) subsidiary. If coupled with at deterioration in customers’ purchasing power, the potential depreciation of the Turkish Lira has in the past, and could in the future, make smartphones that are procured in foreign currencies more expensive for our customers, thus reducing new sales of such devices and curbing the market for our services, which may continue to have a negative impact on our revenues and profitability. Moreover, the imposition of tariffs by major economies and potential retaliatory actions may result in higher input costs for smartphone manufacturing, ultimately driving up device prices and adversely affecting consumer demand.
Any significant fluctuations in the value of the TRY relative to the other currencies discussed above and any devaluation of the TRY and BYN could have an adverse effect on our business, financial condition and results of operations.
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Risks Relating to the Telecom Industry
Our mobile business is dependent on the spectrum capacity obtained through our licenses.
Spectrum is a range of frequencies within which the different radio waves have certain specific characteristics, a portion of which is used for wireless communication. The number of subscribers that can be accommodated on a mobile network is constrained by the amount of spectrum allocated by way of a license to the operator of the network.
Our spectrum licenses are granted for specific terms and durations, and are subject to renewal upon payment of applicable fees. However, renewal is not guaranteed and the renewal process may be lengthy. On October 16, 2025, pursuant to 5G spectrum allocation tender conducted by ICTA, we were awarded a total frequency band of 160 MHz, valid until December 31, 2042. Through this tender, Turkcell has obtained renewal rights for its existing authorizations (2G, 3G and 4.5G) from April 1, 2029 to December 31, 2042. Notwithstanding the renewal of the term of our spectrum authorizations, if any license agreement and/or authorization certificate were to be canceled/terminated for any reason, we would be required to transfer, free of charge and in full working order, to the ICTA, or an institution designated by the ICTA, all the software, equipment and related immovable properties used in the operations of our networks, free of any liens or other legal encumbrances. This transfer obligation extends to all network infrastructure, software and assets—including real estate, technical facilities and documentation—sourced from or owned by our subsidiaries that are essential for the operational functionality of the network. The loss of, or failure to renew, our licenses could have a material adverse effect on our business and financial condition. For more information on regulation and how it may impact our business, see “Item 4. Information on the Company—B. Business Overview—XIII. Regulation of the Turkish Telecommunications Industry.”
The expansion of our subscriber base and the rising demand for mobile services and data, coupled with a broader range of service offerings, will necessitate additional network capacity. This requirement is expected to lead to increased capital expenditure and could adversely impact our cost of service delivery and overall results of operations. Due to unforeseeable events (such as the COVID-19 pandemic or the 2023 Southeastern Türkiye Earthquakes) that cause changes in traffic patterns, network topology and/or service requirements, we may face capacity problems, which may in turn lead to deterioration in our network’s quality, or to new capital expenditure requirements which, in turn, may negatively impact our operational results.
The obligations and costs of our license agreements may limit, in some cases, our flexibility in responding to market conditions, competition and changes in our cost structure, impact our prices or result in penalties in the event of non-compliance.
We rely on our spectrum license agreements to conduct our business. The cost associated with our licenses, including the capital expenditures required for our 4.5G network rollout, have been substantial. In addition, our new 5G license imposes new requirements for capital expenditures on our part. Certain terms of our license agreements may adversely affect the profitability of our investments and constrain our future investment plans, particularly with respect to 4.5G and 5G technologies. These requirements include extensive coverage obligations across residential settlement areas, transportation infrastructure, industrial zones, cultural sites such as museums and archeological sites, minimum local equipment usage and procurement obligations from local small and medium sized enterprises (“SMEs”) in Türkiye, employment and localization requirements for network equipment suppliers’ research and development (“R&D”) activities, mandatory active network sharing for a certain portion of the population, varying service quality requirements, as well as significant taxes and spectrum usage fees. In addition, the 5G license has introduced even more extensive obligations, including the use of local equipment and, procurement from SMEs, the use of Certified National Telecommunications Products and additional R&D-related employment obligations for qualifying suppliers. Morever, under the 5G tender specifications, ICTA regulated that all mobile network operators are obliged to provide access to MVNOs, which could impact our competitive positioning in the market. Non-compliance with these evolving and extensive requirements could result in significant administrative fines or penalties. If the demand for 5G services fails to materialize at a level in line with industry assumptions, our return on investment may not meet our expectations.
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We have not always been, and in the future may not be, in full compliance with the coverage obligations under our licenses, most recently with respect to 3G settlement coverage and 4.5G tunnel coverage. As a result of past non-compliance, the ICTA imposed administrative fines on us in 2022 and required us to establish a total of 400 3G sites, which we completed by deploying 200 sites in 2023 and a further 200 sites in 2024. In addition, we were required to install additional 4.5G sites in tunnels that were not compliant, resulting in increased capital expenditures. Furthermore, due to insufficient research and development, product development and local production capacity in Türkiye prior to 2021, certain local production related license requirements could not be fully met. As a result, administrative fines totaling TRY 95.5 million (not restated for IAS 29) were imposed on us for the period from 2015 to 2018. Although we are challenging these fines, there can be no assurance that we will be successful. See Note 37 to our Consolidated Financial Statements included elsewhere in this annual report. In addition, further administrative fines may be imposed for potential non-compliance during the period 2018-2021, which may have a material adverse effect on our financial results.
As a result of the improvement in local telecommunications equipment production capacity, Turkcell has been able to comply with its license obligations relating to local production investments for the periods between 2022 and 2025. However, potential allegations of non-compliance—whether relating to prior periods or to expanded 5G license requirements—could adversely affect our operations. These expanded obligations include new mandates for Certified National Telecommunications Products and extended regional coverage requirements. See “Item 4. Information on the Company—B. Business Overview—XIII Regulation of the Turkish Telecommunications Industry—l. Regulation on Base Station Implementation in Electronic Communication Sector.” Furthermore, regulatory changes—particularly regarding the definition of ‘critical network elements’ or ICTA modifications to service quality standards and measurement methodologies—may result in fines or impact our investment strategy.
Our fixed network fiber business may be adversely affected by required permission procedures and facility sharing requirements relating to our fiber infrastructure backbone.
Our fixed network business relies on the quality of our fiber-optic network. To achieve our strategy to maintain and expand our fiber network, we must excavate to lay new cables and repair existing ones. We are required to obtain permission for such excavations from relevant municipalities and institutions. As an infrastructure provider, we are subject to the “Communiqué on Procedures and Principles Regarding Joint Location and Facility Sharing” which was published December 2, 2010 and the “Directive on the Deployment of Cable and Similar Equipment Used in Fixed and Mobile Telecommunication Infrastructures or Networks” which was published December 27, 2012. This legislation requires all providers to prioritize facility sharing and co-location in their investments. Operators must therefore check whether any available infrastructure exists for a newly planned route. If it is determined that another operator has infrastructure on the planned route, the use of that infrastructure should be prioritized, if possible.
As a result, we are required to submit a request for access to the incumbent operator in Türkiye, Türk Telekom, in order to determine whether Türk Telekom’s current infrastructure is available to be shared by us on routes where Türk Telekom already has infrastructure in place. If Türk Telekom rejects requests for infrastructure sharing or there is no available infrastructure suitable for sharing on a planned route, we may ask for a right of way confirmation from the Ministry of Transport and Infrastructure. Operators’ right of way and civil engineering processes are dependent on the Ministry of Transport and Infrastructure, the ICTA, Türk Telekom, and other related public authorities. Once a right of way confirmation is obtained, we must apply to public authorities to get permission for the required excavation processes. However, public authorities or institutions may delay or refuse to grant excavation permissions. In the past, we have been subject to administrative fines for non-compliance with facility sharing obligation procedures. Following recent information requests from the ICTA in relation to certain aspects of our fiber deployment activities, no assurance can be given that there will be no additional regulatory review or administrative actions similar to those taken in prior instances, which could adversely affect our network deployment timelines, costs and operational flexibility.
In some areas, excavations may be halted as a result of the high and variable costs of the right of way tariffs requested by municipalities. In addition, our investment plans may be affected due to excavations being banned during certain seasons within the administrative boundaries of municipalities. Furthermore, right of way conflicts with major municipalities to establish fiber-optics infrastructure may affect our ability to provide services and to maintain operational excellence. The current infrastructure sharing and right of way procedures, operational difficulties, and public authorities’ approach toward mandatory facility sharing obligation could negatively affect our ability to expand our fiber network and slow down our future investments (See “—Risks Relating to Our Business—Changes in the regulatory environment in the sectors in which we operate could adversely affect our business and financial condition”). More generally, any of these factors may increase our costs and have a material adverse effect on our business and financial condition.
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Turkcell Superonline, our fiber infrastructure service company, has secured the tenders of Boru Hatları ile Petrol Taşıma A.Ş. (“BOTAŞ”), Türkiye’s state-owned pipeline company, and Türkiye Elektrik İletim A.Ş. (“TEİAŞ”), Türkiye’s state-owned electric power transmission company, for the indefeasible right to use their installed fiber optic capacities on a national and regional basis, respectively. On May 7, 2025, we won the BOTAŞ tender for an additional 15-year term, complementing our existing regional TEİAŞ agreements, the earliest of which expires in 2033, which also grant rights to install and operate additional fiber optic cables. As an important portion of our fiber infrastructure backbone routes is established upon these specialized networks, our operations are inherently dependent on the continuity of these arrangements. Any future inability to maintain these state-dependent infrastructure rights on commercially viable terms, or any potential withdrawal by these entities from these agreements, could have material adverse effects on our fiber business and financial performance.
Adapting to rapid technological changes may pose challenges, which could lead to higher than expected capital expenditures, a greater possibility of commercial failure or unanticipated adverse consequences.
New products and technologies are constantly emerging that can render the products and services offered by Turkcell, as well as its technology, obsolete. In addition, the explosion of the digital market and the entrance of new players in the communications market, such as MVNOs, technology companies or data center operators, could result in a loss of value for certain of the Group’s assets, affect the generation of revenues, or otherwise may require Turkcell to have to update its business model. In this respect, revenues from traditional voice businesses shrunk in recent years, while revenues from connectivity services (e.g., mobile and fixed broadband) and non-telecommunication services (e.g. digital services, techfin services and data center business) are increasing. To diversify our revenue sources, Turkcell offers digital services such as Internet of Things (IoT), cybersecurity, data center, and cloud services among others.
Rapid technological changes in communications and IT are redefining the markets in which we operate and the products and services we offer, shortening product life cycles and facilitating the convergence of various segments, including in our core mobile communications businesses. If we fail to anticipate, invest in and implement new technologies with the levels of service, prices and channels that customers demand, or to respond effectively to technological changes in the development of new products and services, our business, financial condition and results of operations could be adversely affected. For example, the development of eSIM technology, increase in the eSIM compatible devices, and its steadily increasing awareness have eliminated the need for a physical SIM card. Many companies and alternative data providers around the world have started providing telecommunication services via eSIM over the internet. The emerging travel eSIM market has negatively impacted the number of our new subscriber additions and the related revenues that were previously derived from new tourist line sales or roaming revenues. In addition, while VoLTE technology, which allows voice calls to be made over a 4.5G or 5G network instead of traditional 2G or 3G networks, is being used on a widespread basis in Türkiye, its introduction to roaming worldwide has been relatively slow. Turkcell currently does not offer this service to its inbound roamers, and when it becomes available later this year, the new service is expected to further erode voice-based revenues from roaming and mobile termination revenues for our voice businesses.
Our use of artificial intelligence and automated technologies could expose us to additional operational, regulatory, reputational and financial risks.
In particular Turkcell deploys, and in the future may increasingly rely on, AI and machine learning developed internally or provided by third parties to enhance operational performance across various functions, including customer service (chatbots, call center management and digital onboarding), AI-powered campaign gamification services, talent acquisition, cybersecurity, energy management and network optimization. AI-driven solutions present significant risks and challenges, including potential biases in AI algorithms, data privacy and security concerns, ethical challenges and legal and regulatory uncertainties. AI systems also rely on accurate and high-quality data for optimal performance. Additionally, AI systems may produce unintended or inaccurate outcomes, release confidential information, infringe on intellectual property rights or result in failures in automated processes. Such occurances could impact service quality, customer satisfaction, or internal decision-making; lead to reputational harm or legal liability; or pose cybersecurity risks, particularly if models are fine-tuned with our internal data. Misuse or overreliance on AI tools by employees may also lead to unintended operational or compliance issues.
The use of AI systems also requires technical expertise to develop, test and maintain AI-based services. We may face challenges in attracting and retaining qualified personnel, managing third-party AI providers, or achieving an adequate return on investment from AI-related initiatives. As AI technology evolves, new regulatory and compliance requirements may be implemented or may change, requiring continuous adaptation and/or the implementation of a governance framework. An increasing number of countries are adopting content moderation and AI-specific regulations.
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In addition, our competitors may develop AI products and technologies that are similar or superior to our technologies or are more cost-effective to develop and deploy. Given the long history of development in the AI sector, other parties may have (or in the future may obtain) patents or other proprietary rights that would prevent, limit, or interfere with our ability to make, use, or sell our own AI products or services or introduce new ways of consuming or engaging with products or services that cause our customers, especially the younger demographic, to switch to another service, which would negatively affect our customer retention and impact our potential for growth.
In addition, new technologies, such as the integration of artificial intelligence including generative AI, machine learning and automation that we use in internal operational processes, require significant capital expenditures. It is impossible to predict with any certainty whether the technology that we select will be the most economical, efficient or capable of attracting customer usage, or whether such technologies will be developed according to anticipated schedules, will perform according to expectations or will allow us to compete effectively in our markets.
Any of these risks could expose us to liability or adverse legal or regulatory consequences, harm our reputation and the public perception of our business or the effectiveness of our security measures, and our business, operations, and financial results.
There are alleged health risks and zoning limitations related to our base transceiver stations which may adversely affect our ability to provide services at certain areas.
We are aware of allegations that there may be health risks associated with the effects of electromagnetic signals from base transceiver stations (“BTS”) and from mobile handsets. Based on information from the WHO, we are not aware of any evidence in the latest medical research that conclusively establishes any relationship between radio frequency emissions of base stations and health concerns. Actual or perceived risks may, however, adversely affect us through a reduction in subscribers, reduced usage per subscriber, increased difficulty in the leasing and acquisition of site locations for base stations, imposition of regulatory restrictions limiting electromagnetic fields and exposure to potential liability. Furthermore, we may not be able to obtain insurance with respect to such liability on commercially reasonable terms or at all.
Legal proceedings have been brought against mobile operators seeking the removal of base station sites for potential or alleged health reasons. In the past, the Turkish Supreme Court overruled the decisions of some local courts, ruling that a base station could have negative effects on human health over the long term. However, in recent years, it has reversed those decisions and decided that the base stations do not have any proven harms to human health. If the Turkish Supreme Court changes its decision or if new regulations are enacted, these could have a material adverse impact on our operations and financial results. Such legal proceedings may make it more difficult for us to establish and maintain such sites.
In 2018, the ICTA issued an updated regulation which further tightened electromagnetic field limits. If the ICTA decides to further reduce such limit values in the future, this may negatively impact network quality and increase our capital expenditures.
In addition, zoning requirements with respect to our base stations have been subject to changing regulatory requirements, resulting in uncertainty. Since November 2020, various amendments to the zoning law came into force that provided for permitting requirements on the basis of tower height. Any delay or failure to receive approval for our permit applications, or any further regulatory changes, could result in additional costs and obligations in connection with our base stations. See “Item 4. Information on the Company—B. Business Overview—XIII. Regulation of the Turkish Telecommunications Industry.”
Following the enactment of Law No. 6360 (Establishment of Metropolitan Municipalities in Fourteen Provinces and of Twenty-Seven Districts and Amending Certain Laws and Decree Laws) in 2012, which significantly increased the number of metropolitan municipalities and expanded their administrative boundaries to encompass entire provincial borders, we have faced broader coverage obligations. See “Item 4. Information on the Company—B. Business Overview—XIII Regulation of the Turkish Telecommunications Industry—l. Regulation on Base Station Implementation in Electronic Communication Sector.” This expansion necessitates a higher number of Base Transceiver Stations (BTS) to meet license requirements and maintain service quality. Any such increased infrastructure demands could raise our operational costs, potentially impacting our investment plans and overall results of operations.
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Risks Relating to Our Business
Competition in the Turkish telecommunications market may adversely affect the growth of our business and our financial condition, and the competition that we face may evolve with our business strategy.
A significant portion of our revenue is generated from our operations in Türkiye, which is a highly competitive telecommunications market. Intense competition and unexpected regulatory actions may adversely affect the growth of our business, our pricing flexibility and our financial condition. Regulatory actions, primarily by the ICTA, have played a significant role in shaping the development of the Turkish telecommunications market and have, at times, constrained our ability to price our services and respond effectively to market developments. Certain regulatory actions have often favored our competitors, which may further weaken our competitive position. In addition, the ICTA may extend regulatory oversight to other areas of our business in the future, including data center and digital services. For example, beginning in 2029, data services will be subject to maximum tariffs to be determined by ICTA. We cannot predict whether further regulations will be introduced or the extent to which it may affect our ability to execute our strategy, operate efficiently or maintain our competitive position.
In a high-inflation environment, we may need to implement more frequent price adjustments to preserve margins. Any regulatory impediments to such adjustments could have an adverse effect on our profitability and financial condition. Moreover, irrational or delayed or aggressive price actions by other operators, including price reductions, have adversely affected, and may continue to adversely affect market dynamics, demand growth, and our financial performance. Competition in the Turkish telecommunications market remains intense, which resulted in record Mobile Number Portabilirty (“MNP”) levels in 2025, and includes price-driven competition from other major telecom operators, particularly Türk Telekom and Vodafone Türkiye, and from smaller regional ISPs that have aggressive pricing strategies, as well as from potential new entrants. We expect price-based competition to continue. Aggressive competitive pressures, changes in market conditions or unexpected shifts in demand, may negatively affect our business and our financial condition may be adversely affected.
Our competitors also include an MVNO that leases our network. Generally, MVNOs provide offers that are relatively cheaper than similar offerings of operators from whom they lease their networks, including us. Even though the MVNO that leases our network currently has a very limited number of subscribers, it or other MVNOs may become increasingly competitive in the future, causing downward pricing pressure on the fees that we charge for our services. Furthermore, as we are required to provide network access to MVNOs under the 5G authorization framework, we may face the entry of additional MVNOs, and the ICTA may adopt asymmetric regulations that favor these entities to further stimulate market competition.
In some businesses, we are dependent on our competitors for certain services that we provide. For example, we provide fixed broadband services (fiber broadband and xDSL) through the incumbent operator Türk Telekom in areas where our own fixed broadband infrastructure is not available. For these services, we rely on the incumbent’s service quality. Therefore, any delay or negligence on the part of Türk Telekom could result in customer dissatisfaction and increased fixed broadband subscriber churn. Also, any price increase in Türk Telekom’s wholesale tariffs may not be fully reflected in the consumer prices charged by Türk Telekom’s retail brand TTNET A.Ş., which may lead to margin squeeze for our services, reducing our ability to effectively compete and eventually causing churn of our fixed broadband subscribers. Furthermore, where we rely on networks of other operators, network changes by such operators may make it more difficult for us to offer our products that use such networks.
We also face intense competition (both in the Turkish and international markets) with respect to product and service areas outside of our core telecommunications activities.
| ● | We offer digital services, where we find ourselves increasingly in competition not only with local digital services developers but also with major international companies (WhatsApp, YouTube, Spotify, Netflix, Dropbox etc.) that specialize in the development of internet applications and services (commonly referred to as “over-the-top,” or “OTT” services). Several of these global players’ platforms are offering local Turkish content in addition to their market-leading international content offerings, thereby improving their competitiveness. They also sometimes enter into partnerships with local operators in Türkiye. In addition, newer applications from both established developers and operators and less well-known ones are constantly being introduced and may disrupt areas of the digital services industry in which we compete or seek to compete. These established and newer applications and services make use of the internet as a substitute for some of our more traditional services, such as messaging and voice. Reduced demand for these telecommunications services has had, and is expected to continue to have, an adverse impact on our revenues. |
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| ● | We also face increasing local and global competition in the wholesale market and information technologies sector, which affects our pricing and our collaborations with global and international partners. |
| ● | In the context of inflation and challenging macroeconomic conditions, our mobile payment business, Turkcell Ödeme ve Elektronik Para Hizmetleri A.Ş. (“Turkcell Ödeme” or “Paycell”) continues to face intensifying competition and aggressive pricing from both established competitors and new entrants, including well-established companies from industries other than telecommunications (such as banking and fintech) expanding into payments and e-money services. A significant number of new payment and e-money institution licenses were issued in Türkiye between 2023 and 2025, and existing companies are obtaining additional licenses to expand their activities. This increase in competition could adversely affect Paycell and its market position in the future. |
Our growth strategy is partly dependent on making investments in new opportunities, in particular outside of our core telecommunications activities, which may not be successful and which could affect our business and financial condition.
In addition to growing our core telecommunications business, our strategy for growth as a technology leader in Türkiye involves seeking out investment opportunities and participating in those meeting our criteria. This can include external growth opportunities principally in, but not limited to, Türkiye. Our investments have included, and are likely to continue to include, investments in new business and services in areas outside of the scope of our core business. These investments may require significant expenditures, including new debt financing, and may not achieve expected returns or returns that are in line with those of our core business, which could result in value erosion for our shareholders. These businesses are subject to risks that are in many respects different from those of our telecom business and may be dependent on additional parent company funding. In order to succeed in these businesses, we will need to obtain the expertise required to compete and operate in these areas, which may be costly, and in certain cases obtain new licensing.
Such businesses include the following:
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Financell: Our finance business, Financell, serves to meet the financial needs of individual and corporate customers in the Turkish market, primarily in our bundled offers featuring both communications services and a smart device, particularly a smartphone or a tablet. Financell carried a total of TRY 7.8 billion in loans outstanding as of December 31, 2025. Our bad debt and cost of risk may increase in the event that our various lending criteria fail to preserve the quality of our assets, and/or in the event of an economic slowdown in Türkiye, as well as due to catastrophic events like natural disasters or pandemics that affect large portions of the population. Economic volatility could lead to an increase in non-performing loans, as well as to losses and the eventual tightening of lending criteria, which in turn may lead to a reduction of our loan portfolio. While an inflationary environment may ease the burden of Turkish Lira-denominated debt repayments for many customers, Financell remains exposed to volatile financial conditions, including fluctuations in interest rates, the CBRT reserve requirement decisions and foreign exchange rates, particularly since the pricing of most devices is closely tied to foreign currencies. Moreover, rising interest rates have a negative impact on Financell’s cost base, and the continuation of high interest rates may further pressure net interest margin. More generally, the financing sector is rapidly evolving and no assurance can be given that we will be able to adapt to changing regulatory conditions, such as those that have resulted in invoicing obligations, or market trends, or that new competitors will not emerge. Additionally, global production and supply of smart devices may be negatively affected due to constraints in memory components, which are in high demand due to exponential growth in AI infrastructure. In such a case, the demand for loans may also be negatively affected. We have been diversifying Financell’s portfolio with new products in the consumer segment, such as shopping loans or vehicle loans, as well as in the corporate segment, for digital infrastructure needs or renewable energy investments. The return on investment for these new products may not meet our expectations, which would prevent us from realizing the synergies that we expect from our finance business. Additionally, see “—Changes in the regulatory environment in the sectors in which we operate could adversely affect our business and financial condition.” Given our focus on providing techfin services as part of our complete portfolio of digital services, we submitted an application for incorporation of a digital banking company to the BRSA in Türkiye in June 2022, and the review process is still continuing. After obtaining the incorporation permit, an operating permit application would need to be submitted to the BRSA again with the completion of required infrastructure and organizational preparations. The review of the BRSA may result in the regulator asking for additional requirements to approve the license application, delays in the license process, ultimate rejection of the whole license application, or partial rejection of the license application, any of which may prevent us from achieving our strategic goals. If and when these processes are approved by the related authority, this business may expose us, notably, to liquidity and market risk, credit risk, fraud risk, regulatory penalty risk and cyber-attack risks, in particular with respect to personal information that we process and store. |
18
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Global Tower. Our subsidiary Kule Hizmet ve İşletmecilik A.Ş. (“Global Tower”) operates a large portfolio of telecommunication towers in multiple countries, which exposes us to risks related to the expiry, non-renewal or termination of certain concessions and licenses. In such cases, Turkcell may be required to transfer to the ICTA tower assets it owns where related ground lease agreements are held by Global Tower, potentially resulting in loss of revenue and adversely effecting our business and results of operations. Beginning in 2026 and thereafter, we expect increased competition from local tower companies, as 5G services are rolled out, which may put pressure on our pricing flexibity and tenancy ratios. While price adjustments in tenant contracts are indexed to inflation, persistently high inflation may lead customers to reduce their tower usage, negatively affecting occupancy levels. In addition, rising commodity prices, particularly for metals, as well as inflation-driven increases in personnel and other operating costs may compress margins, especially during the construction of new sites. Our mobile telecom subsidiaries in Belarus and the Turkish Republic of Northern Cyprus (the “Turkish Republic of Northern Cyprus” or “TRNC”) are exposed to similar risks in their respective markets. |
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TDC: In 2024, the Company incorporated TDC Veri Hizmetleri A.Ş. (“TDC”) to consolidate its data center and cloud operations following a partial demerger from Superonline İletişim Hizmetleri A.Ş (“Turkcell Superonline”). As our customer base and demand for data center services grow, the need for additional capacity will necessitate further capital expenditures, which could impact our liquidity and use of cash. Operational profitability of the data center business is also subject to the risks of rising energy costs and the stability of power supply, which are critical to service continuity. Additionally, rapid technological advancements may require frequent infrastructure upgrades, leading to higher-than-anticipated depreciation and maintenance costs. Furthermore, any oversupply or decline in demand for data center services could lead to downward pricing pressure. Any of these factors could adversely affect our financial condition and results of operations. |
We have recently entered into a strategic partnership with Google Cloud, pursuant to which Turkcell will collaborate with Google Cloud to deliver the infrastructure required for a planned new Google Cloud region in Türkiye, which is currently expected to become operational during the 2028-2029 timeframe, and would significantly expand our data center portfolio. Large-scale infrastructure projects are subject to uncertainties, including construction risks, schedule delays, cost overruns, demand realization and partner performance. Our agreements with Google Cloud include service level commitments and certain commercial obligations and shortfall payments if service levels are not met. However, our collaboration with Google Cloud may not be completed as planned, may not become operational within the expected timeframe or at all, or may not deliver the anticipated returns. If this alliance fails to achieve expected commercial benefits or to align with our strategic objectives, or if market conditions evolve differently than anticipated, our investments may not yield the expected level of returns, and we may decide to adjust or terminate such arrangements, which could adversely affect our financial condition and results of operations.
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Togg Joint Venture. We are party to a joint venture in the electric and connected vehicle sector, Türkiye’nin Otomobili Girişim Grubu Sanayi ve Ticaret A.Ş., (“Togg”). Our involvement in this joint venture exposes us to additional risks related to product development, technology integration and manufacturing processes, as well as financial risks including capital commitments, uncertain returns, and the possibility of incurring net losses over an extended period. These risks are heightened by intensifying competition in the Turkish electric vehicle market, while high inflation and tightening financial conditions may further reduce consumer demand in the automotive market. |
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Turkcell Enerji. Our subsidiary Turkcell Enerji Çözümleri ve Elektrik Satış Ticaret A.Ş. (“Turkcell Enerji”) is engaged in electricity trading and wholesale and retail sales, which exposes us to risks related to energy prices that are directly impacted by exchange rates and energy regulation, as well as other regulatory and market risks, including the risk of trading electricity on commercially non-viable terms for short periods. In addition, the owned capacity in renewable energy investments of Turkcell Enerji increased after the acquisition of Boyut Grup Enerji Elektrik Üretim İnş. San. ve Tic. A.Ş. (“Boyut Enerji”), which brought additional operational, financial, regulatory and other risks related to the power generation business. The profit margin in the energy business is currently lower than that of our telecommunications businesses and may not rise to the levels that we expect. |
19
In order to partially hedge its electricity consumption, Turkcell has undertaken an investment program focusing on renewable electricity generation, primarily through construction of solar power plants, with the objective of generating electricity to offset a portion of its own consumption and achieve renewable energy targets. See “Item 4. Information on the Company—B. Business Overview—II. Strategy” for further details. These investments are subject to a number of risks, potential zoning restrictions, delay or failure to obtain required permits and regulatory approvals, delays in completing energy transmission infrastructure within the planned time frames, and reliance on third-party EPC (engineering, procurement and construction) firms. In addition, due to limited available grid capacity nationwide, additional suitable land for solar power plant projects has yet to be identified. Although we are closely monitoring available capacities and may consider acquiring existing power generation assets, we may not be able to achieve our renewable energy targets in the manner or at the level of investment we expected, or at all, which may adversely impact our strategic goals and reputation in particular, although we remain committed to the achievement of our 300 MW target, the timeframe for installation may extend past 2026 to subsequent years. We also may be exposed to operational and safety-related risks, including potential liabilities arising from occupational health and safety rules during the installation and construction of solar power plants. Furthermore, as a significant portion of the equipment used in our renewable energy projects is imported, our investment costs may be adversely affected by changes in international trade policies, supply chain disruptions or fluctuations in foreign exchange rates. In addition, changes in the regulatory framework governing the self-consumption and offsetting of electricity generated by companies, or disruptions in the implementation of such mechanisms, could adversely affect the economic viability of our renewable energy investments. If such changes occur, our investments may not achieve their expected returns or fulfill their strategic objectives.
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We established a venture capital investment fund (the “VCIF” or “Turkcell GSYF”) in March 2022 with a professional fund management company, in order to invest in ventures that we believe are in line with our Company’s business model and can create synergies with our Group’s strategic focus areas. As of year end 2025, our Company had invested around TRY 500 million (not restated for IAS 29) through the VCIF for the current portfolio. Our Board of Directors has authorized us to invest up to TRY 750 million (not restated for IAS 29) in total. In connection with these investments, we may face risks of illiquidity or loss of capital along with other market risks, as well as operational risks relating to the businesses in which the VCIF invests. |
Through these and other investments, we are exposed to markets, regulators, suppliers, competitors and consumers that are outside of our core telecommunication businesses, in areas in which we may have less expertise and experience. Such investments require significant management time and financial resources. Any failure of such investments may damage our reputation and hinder us from achieving our strategy.
In a number of these cases, our investments are made through joint ventures and partnerships, as well as through the funds in our VCIF structure, none of which we fully control, and which expose us to risks associated with the other participants in these ventures and partnerships. This includes in particular the risk of strategic disagreement with them and the risk of their financial default. Furthermore, as a minority participant in an investment, we might encounter difficulties in protecting our shareholder rights. We may also face risks in respect of the actions of the other parties in the investment or venture, for example violating anti-corruption laws such as the U.S. Foreign Corrupt Practices Act of 1977 (“FCPA”) and European Union regulations as well as applicable economic sanctions and embargoes and other risks. For further information relating to the corruption and sanctions laws to which we are subject, see “—If we, our local partners or any of our key suppliers fail to comply with laws and regulations regarding unethical business practices, including bribery and corruption, or were to be subject to international sanctions, this could adversely affect our business and financial condition.”
We pursue alliances such as MVNOs, management service agreements, branding and know-how support services, digital services collaborations and marketing partnerships. However, we may choose to terminate these alliances if they fail to achieve anticipated returns or to align with our strategic objectives.
In addition, if an asset in which we have invested does not provide the expected returns, we may consider disposal at a sale price that may be below carrying value or liquidation. In addition to the foregoing, the Turkish Commercial Code and related legislation may require us to provide new capital or other financial support to certain of our controlled subsidiaries, which may divert resources from other needs.
Any of the factors listed above may inhibit us from effectively pursuing our strategy, which would adversely affect our business.
20
Changes in the regulatory environment in the sectors in which we operate could adversely affect our business and financial condition.
We are subject to extensive legislative and regulatory requirements in Türkiye and in other juristictions. Compliance with existing and new rules has significantly affected, and likely is continue to affect how we conduct our business. This includes areas such as pricing, service offerings, conclusion of contracts, contractual terms, customer data processing, contract termination rights and fraud prevention. It also affects how we provide financing solutions, customer communication, subscriber identification procedures, network or infrastructure sharing arrangements, and our ability to obtain, maintain or renew licenses. The laws, regulations, and licenses applicable to our operations are subject to interpretation and enforcement by regulatory authorities, with which we do not always agree. Compliance with regulatory requirements may involve significant costs, while any failure or alleged failure to comply, regardless of intent or disagreement, may result in administrative fines, penalties, criminal actions, reputational harm, or the loss of licenses, any of which could materially and adversely affect our business and financial condition.
| ● | Pricing: |
Regulations and actions by the ICTA and Ministry of Transport and Infrastructure relating to voice, SMS, data and value added/digital services have constrained, and may continue to constrain, our pricing flexibility and our ability to design and launch commercial campaigns and offers. Under the Retail Price Cap Regulation adopted by the ICTA, maximum tariffs for a range of services and fees - including national/international calls and SMS, activation/deactivation, account related services, mobile station international subscriber directory number (“MSISDN”) and SIM card change, detailed billing information and directory assistance service- are updated twice a year, in April and October. In addition, interconnection rates continue to be determined by the ICTA, and further regulatory actions may adversely affect our wholesale revenues. With the introduction of 5G authorizations, the scope of services subject to the maximum tariff regime applicable to mobile operators has been expanded. Effective from April 30, 2029, upon expiry of the current authorisation period, data services will also fall within the scope of the maximum tariff framework. The unit prices for such services to be determined by the ICTA may materially limit our ability to adjust tariffs in response to market conditions, cost increases and competitive pressures.
After conducting investigations to assess compliance with Consumer Rights in the Electronic Communications Sector, the ICTA determined in November 2025 that we must make fundamental changes to our cancellation fee calculation method. Although we challenged this decision in February 2026, if this challenge fails, we may be required to make significant refunds. An ability to adjust our prices and rates for inflation on a timely basis, could adversely affect our profitability. For more information, see “Item 4. Information on the Company—B. Business Overview— XIII. Regulation of the Turkish Telecommunications Industry” and Note 37 to our Consolidated Financial Statements included elsewhere in this annual report.
In addition, in the context of an ongoing investigation into corporate subscriptions to our subsidiary Turkcell Superonline, the ICTA stated that inflation-indexed price increase clauses cannot be added to contracts and commitment relationships longer than 24 months cannot be established. We presented our arguments on the basis that this investigation constitutes an extension of a regulation intended solely for “consumers” to include corporate subscriptions. If our defense is not accepted, we may face administrative fines and refund decisions and may be forced to make significant changes to our corporate subscription processes. Since corporate subscription processes are carried out in a similar way at Turkcell, the same risks may also arise for Turkcell.
21
The ICTA has determined and may in the future determine that we are an operator with significant market power and, as a result, the ICTA may impose certain constraints on us that may adversely affect our business and financial condition. As such, ICTA published an updated Wholesale and Retail Dedicated Capacity (Leased Lines) Market Analysis on December 4, 2025. Accordingly, Turkcell Superonline and Türk Telekom were designated as having Significant Market Power (“SMP”) in the wholesale dedicated capacity transmission and termination markets, while in the corresponding retail markets, only Türk Telekom was designated as having SMP. As an operator designated as having SMP, Turkcell Superonline is subject to extensive regulatory obligations, including access obligations for products within the relevant markets, non-discrimination, transparency, the preparation and publication of reference access offers, cost-oriented tariff controls, accounting separation and cost accounting, as well as co-location and facility sharing requirements. These obligations may materially constrain our commercial and operational flexibility, including our ability to design products, set prices, negotiate commercial terms and manage network capacity, and may require additional compliance-related investments. In particular, requirements to publish reference access offers and comply with cost-based pricing controls may exert downward pressure on margins, increase the risk of disputes with access seekers, and expose us to allegations of margin squeeze or discriminatory treatment. If the ICTA were to determine that SMP obligations have not been complied with, this could potentially result in the imposition of administrative fines or retrospective remedial measures or the initiation of legal proceedings. These regulatory constraints may adversely affect Turkcell Superonline’s activities in the wholesale leased lines market, including the services it provides to Turkcell. We filed a lawsuit seeking the annulment of the sections of the Wholesale and Retail Dedicated Capacity (Leased Lines) Market Analysis, as well as the related Board decision. These proceedings are currently ongoing.
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Privacy and data protection: |
Expectations and regulatory standards regarding privacy and data protection have continued to increase globally and in Türkiye. New and more stringent privacy laws and regulations are being adopted, and existing legislation is subject to stricter interpretation and enforcement by authorities, requiring companies to devote increased resources to comply. Ensuring ongiong compliance with these evolving privacy and data protection frameworks requires a long-lasting commitment, and substantial costs, and, despite our efforts, governmental authorities or third parties may assert that our business practices fail to comply. Changes in privacy legislation or in the interpretation of the existing legislation could adversely affect our business, and data processing operations, and could expose us to significant civil and criminal penalties, regulatory actions, business disruption or reputational harm. As we process significant volumes of personal data relating to our customers and employees, we are subject to oversight by several data protection laws and regulations by the Turkish Personal Data Protection Authority, the ICTA and the Capital Markets Board. These regulations impose extensive compliance obligations, requiring to implement and continuously maintain robust data protection and compliance programs. Should we fail to properly implement and comply with these data protection laws and regulations, we may face administrative fines and regulatory actions in amounts that can equal to up to 3% of yearly net sales under Turkish law. Changes to such data protection laws may impose more stringent requirements for compliance and may result in significant penalties for non-compliance. Additionally, several of our subsidiaries collect and process personal data from our digital services, such as BiP, fizy, lifebox and TV+. The scope and complexity of this data processing activities have increased, particularly following the integration of artificial intelligence and data-driven personalization across our platforms. Any failure by us or by third parties with whom we share personal data to comply with applicable data protection requirements, could result in reputational damage, loss of customer trust, regulatory investigations, financial penalties and significant costs associated with breach response and remediation measures, any of which could have a material adverse effect on our business, financial condition and results of operations. While our primary data protection obligations arise under Turkish Data Protection Legislation, the European General Data Protection Regulation (“GDPR”) and other foreign privacy regimes may also apply to certain of our subsidiaries established in the European Union and other jurisdictions, as well as to certain products and services offered to individuals located in the EU. Breach of such EU regulations may potentially result in penalties up to a maximum of 4% of global annual turnover or EUR 20 million, whichever is higher.
22
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Taxation and charges: |
We are subject to specific taxation and surcharge regimes applicable to the telecommunications sector. In particular, we are liable for the Special Communication Tax (“SCT”), which has been set at 10% since January 2021, and for transceiver and receiver unit surcharge payments calculated at 5% of monthly net sales since January 2018. Future inflationary pressures or budget deficits may trigger additional or retroactive tax amendments, including value added tax (“VAT”) increases and Global Minimum Tax (Pillar 2) impacts. For instance, the 2023 VAT increase to 20% demonstrates this trend. Such changes could negatively impact consumer demand and adversely affect our financial performance.
Furthermore, tax measures came into force in 2024, most notably Law No. 7524, which introduced a 10% domestic minimum corporate tax and a 15% global minimum tax (Pillar 2) for large multinationals. While we currently anticipate no material impact from these “top-up” taxes, this could change based on future financial performance or legislative interpretation. Additionally, the law revised VAT treatment in restructurings, mandating a tax inspection for the transfer of VAT credits and limited the deductibility of long-term unused VAT credits. Alongside increased withholding rates on exchange-protected deposits, these evolving regulations could lead to compliance costs and adversely affecting our financial condition.
Moreover, the new Presidential Decree on State Aid for Investments, which entered into force on May 30, 2025, introduced a revised framework governing investment incentives in Türkiye and repealed the previous incentive regime. While investment incentive certificates issued prior to the new framework remain subject to the legislation under which they were granted, the scope, eligibility criteria and conditions of available incentives for future investments may change under the new regime. As a result, certain investments planned by the Company may not qualify for incentives to the same extent as they did under the previous framework. This may increase the financial burden of our investments, including additional value added tax, customs duties, resource utilization support fund charges and similar taxes or levies, which could adversely affect our capital expenditures and investment planning, in particular, in light of the strategic importance of the Company’s anticipated significant capital expenditures to support rollout of 5G, expansion of our fiber network, data center investments and renewable energy.
Furthermore, since 2019, the Presidency of Türkiye has the authority to increase the Special Consumption Tax rate on mobile phones from 25% to 50%. An increase in this tax may negatively impact mobile phone sales in Türkiye. We cannot rule out the possibility of further increases in tax rates or new taxes and charges, including on mobile devices, data, and services. These restrictions may include a prohibition on the financing of specific goods or services in the future.
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Financial services: |
We are increasingly involved in providing financial services to our customers. As a result of our existing operations in finance, payment and e-money services, and insurance, we are subject to a variety of banking and financial laws and regulations, of which the principal regulators include the BRSA, the CBRT and the Turkish Insurance and Private Pension Regulation and Supervision Authority (IPRSA). Changes in laws or regulations, or the interpretation or enforcement thereof, may adversely affect our finance-related businesses. In particular, regulatory limitations on consumer finance activities may negatively impact customer demand and increase our working capital requirements. For example, legislative amendments introduced in 2018 restricting the maximum number of installments for consumer loans above certain thresholds have reduced demand for financed device purchases. As of December 2024, the installment threshold for mobile phones was set at TRY 20,000 and remains unchanged as of the date of this report. For more information, see “—Reduction in cash generated from operations and increased capital needs may increase our borrowing requirements, which could increase our financing costs and our exposure to the risks associated with borrowing.” Unless this threshold is adjusted in line with inflation and exchange rate developments, the range of eligible smartphone models may continue to narrow, which could further reduce sales volumes, renewal frequency and the penetration of 5G-enabled devices in the Turkish market. In particular our ability to execute our 5G strategy is dependent on Turkish consumers having 5G-enabled devices, which remains relatively limited at this stage. In addition, regulations introduced by the CBRT in October 2023 imposed limits on transaction sizes, monthly transaction caps and usage conditions of mobile payments. These restrictions have adversely affected Financell’s ability to collect loan repayments through customers’ telecommunication bills via our payment company, Paycell. Although the CBRT has recently increased the relevant limits, this regulation has continued to adversely impact Paycell’s transaction volumes and the ability to provide payment solutions to Pay Later (DCB) customers. Such regulatory developments have affected, and may continue to affect, the scale, growth prospects and revenues of our finance and payment businesses.
23
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Digital platforms: |
Our ambition to acquire customers through digital platforms is heavily dependent on applicable regulations. As of March 1, 2022, the “Regulation on Verification of the Identity of the Applicant in the Electronic Communication Sector” came into force, requiring operators not to use biometric data when setting up subscription contracts with consumers. In order to avoid reverting to paper-based processes in face-to-face channels, we have continued to use the digital signature on tablets for subscription contracts. However, during our transition to an alternative process, we may face the risk of administrative fines. The ICTA is conducting an investigation of our Company in order to examine our compliance with this regulation. If our defense is not accepted, we may be subject to administrative fines. See Note 37 to our Consolidated Financial Statements included elsewhere in this annual report.
Recently, regulatory initiatives aimed at protecting children on social media and gaming platforms have increasingly been introduced globally. Similar regulations are currently under consideration in Türkiye, and, if implemented, such measures may lead to a reduction in the time spent by younger users on social media platforms, could have an impact on user behavior, usage patterns, and data revenues.
In addition to the risks noted above, differences in the level of regulation on our core telecom businesses and on competitors relying on different technologies may have the effect of distorting competition and placing us at a competitive disadvantage. For example, in the market for internet access services, new generation low earth orbit (LEO) satellite technology is being used to enable internet access globally. Even though these services are not presently authorized and remain subject to legislative approval in Türkiye, any change in the authorization regime that would enable the provision of internet services via LEO satellites may pose a competitive risk in the mid-term, as it could act as a substitute for the existing services we offer.
Our investments in companies outside of our core market in Türkiye may not provide the benefits that we expect and we may be unable to divest such investments successfully.
The Group has investments in emerging or developing markets, including Belarus and the Turkish Republic of Northern Cyprus. Legal systems, institutions, commercial practices and economies in those markets tend to be relatively underdeveloped and some may also suffer from relatively high rates of fraud and corruption. Were we to be affected by fraud or corruption, we could incur significant penalties under applicable anti-corruption legislation, including the FCPA, as well as reputational harm. There can be no assurance that economic, political, social, regulatory and operational risks will evolve favorably in the future. These risks have affected and could adversely affect our reputation and results of operations.
We carry out business in Belarus through our 100% stake in CJSC Belarusian Telecommunications Network (“BeST”). See “Item 4. Information on the Company—B. Business Overview—IX. Domestic Subsidiaries and International—BeST.” After the controversial presidential election held in 2020, which caused protests and strikes, the U.S., the UK, Canada and the EU imposed a broad range of sanctions against Belarus and Belarusian entities, persons and certain sectors in Belarus. Since 2022, the EU, U.S., UK and certain other countries broadened this scope, imposing significant sanctions on Belarusian persons and entities, visa restrictions, import bans and wide-ranging export controls, stemming from both the presidential election and Belarus’s ongoing involvement in Russia’s invasion of Ukraine and targeting a wide range of industries and goods, with additional sanctions imposed by the EU and the UK in 2025. While several countries expanded EU sanctions against Belarus in 2025, the United States partially eased its restrictions, including the removal of sanctions on Belavia in September and select potash companies in December. We may face risks of violations or secondary sanctions in cases where domestic regulations conflict with these sanctions’ restrictions.
The imposed sanctions and limitations affect the economic climate in Belarus, and also affect our access to, and the cost of, imported equipment and software, notably our base station and office software. In Belarus, the annual inflation in 2025 was 6.8% compared to 5.2% for 2024. The National Bank of the Republic of Belarus revised the refinancing rate from 9.5% to 9.75%, effective from June 2025. As of December 31, 2025, the local currency strengthened by 16.4%, based on the National Bank of Republic of the Belarus, compared to the closing rate on December 31, 2024. Macroeconomic stability is fragile due to the country’s reliance on the Russian economy. Moreover, Belarusian Cloud Technologies LLC (“BeCloud”) is currently the sole provider of 4G and 5G infrastructure services in Belarus. As such, BeST relies on BeCloud for access to advanced mobile network services. BeCloud’s market position may limit the BeST’s ability to influence pricing models and commercial terms. These factors may lead to a decline in our operating performance, our ability to make investments and an impairment of the value of our assets there.
24
In particular, due to these sanctions and the limitations thereof, we face difficulties in making the investments required under the Investment Agreement between Turkcell and Belarus (See “Item 4 Information on the Company—B. Business Overview—IX. Domestic and International Subsidiaries—BeST”) due to both the lack of imported hardware and software (and vendor support) and the challenges with banking operations or international transactions resulting from the sanctions placed by the aforementioned countries on some Belarusian banks. We may also face difficulties in making the required USD 100 million installment payment pursuant to the Investment Agreement. If we fail to implement the investment project within the agreed timeline or do not comply with the required investment amount, we may face penalties or termination of the Investment Agreement. We may also be required to compensate Republic of Belarus for the benefits granted under the agreement, any of which could adversely affect our business and results of operations in the mid-to-long term. See Note 27 to our Consolidated Financial Statements included elsewhere in this annual report.
In the Turkish Republic of Northern Cyprus, our subsidiary Kıbrıs Mobile Telekomünikasyon Limited (“Kıbrıs Telekom”) holds 247 MHz bandwidth on 700 MHz, 800 MHz, 900 MHz, 1800 MHz, 2100 MHz, 2600 MHz and 3600 MHz frequencies. Any failure by Kıbrıs Telekom to comply with the terms and conditions of its license agreements may result in regulatory penalties, which could adversely affect our business, financial condition, and results of operations. Additionally, there is a long-awaited market expectation that the incumbent telecom operator, TRNC Telecommunications Office, may be restructured as a public-private partnership. If the restructuring were to be awarded to one of our main competitors, or if it includes the issuance of a third mobile license, this would adversely affect our growth and competitiveness in the region. Furthermore, due to its designation as an operator having significant market power in the mobile access and call origination markets, Kıbrıs Telekom is obliged to provide access and call origination services to MVNOs. Any of these factors may increase competition in the market and adversely affect our business and financial condition.
In addition, in July 2025, the TRNC authorities have articulated an objective to develop and modernize the country’s digital infrastructure and, to this end, have entered into a protocol with Türkiye aimed at establishing a nationwide fiber-optic network, including international connectivity through submarine fiber-optic cables. In this context, the Turkish incumbent operator has established a dedicated subsidiary to undertake the deployment and operation of the fiber infrastructure in the TRNC. While this initiative may improve fixed broadband connectivity in the TRNC, it is expected to reshape the fixed internet market in the coming years. The concentration of long-term control over fiber infrastructure in the TRNC may constrain KKTCELL’s commercial and strategic flexibility, intensify competitive pressures and absent fair wholesale access conditions, adversely affect KKTCELL’s financial condition, results of operations and long-term strategic positioning. In addition, such control over critical infrastructure may increase the risk of that operator’s direct or indirect entry into the mobile communications market, which would represent a competitive risk for KKTCELL.
In the past, there have been political discussions regarding the reunification of Cyprus, which, if resumed, may bring growth opportunities for our subsidiary, but may also lead to risks including unfavorable changes in applicable regulations, an increase in competition, an increase in capital expenditure requirements and loss of revenues.
Our international subsidiaries and operations may not benefit us in the way we expect for the reasons cited above, as well as for other reasons, including general macroeconomic conditions, poor management and legal, regulatory or political obstacles, all of which may be further impacted by war or other conflict. For some of these subsidiaries, we do not expect to achieve desired levels of profitability in the near or mid-term. We may also in response to such conditions consider increasing, restructuring or exiting certain of our investments, as was the case with our former Ukrainian subsidiaries, or we may be required to establish new legal entities or engage in new business lines due to our business needs or recently introduced regulations. In addition, if an asset in which we have invested does not provide the expected returns, we may choose to dispose of it at a price below its carrying or liquidation value. These factors could have an adverse effect on the implementation of our strategy, our financial condition and the demand for and the price of our shares.
In addition to investing in our international operations, we also engage in business through roaming agreements in a number of countries. Certain countries in which we engage in business through such roaming agreements are subject to sanctions. See for example “Item 4. Information on the Company—B. Business Overview—III. Customer Segmentation and Services—b. Services—(iv) Wholesale—(i) International Roaming” for a more detailed description of certain of these roaming agreements. Further, in international markets in which monopoly or duopoly markets exist, such as Monaco, the United Arab Emirates, Lebanon and the Maldives, operators tend to increase their roaming prices despite the overall global trend of declining roaming prices, which could increase our roaming costs. Moreover, the terms on which we enter into roaming agreements may change over time, adversely affecting our ability to sustain or enter into such agreements on commercially viable terms.
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Reduction in cash generated from operations and increased capital needs may increase our borrowing requirements, which could increase our financing costs and our exposure to the risks associated with borrowing.
We continue to experience challenging macroeconomic, regulatory and competitive conditions in our markets that may reduce cash generated from operations, and we expect to continue to face increased funding needs, in particular to finance our technological expansion and investments in 5G, fiber, data centers and renewable energy. Increased funding needs and reduced liquidity may lead to an increase in our borrowing requirements and thus our borrowing costs. Our borrowings may expose us to foreign exchange rate risk, interest rate risk and possibly, to increases in our total interest expense, each of which could have a material adverse effect on our consolidated financial condition and results of operations.
We expect to continue to experience moderate cash outflows related to capital expenditures for mobile and fiber investments, 5G license payments, data centers and renewable energy investments, network investments in preparation for possible future earthquakes, and dividend payments. Our liquidity position may also be negatively impacted if our shareholders request dividend payments higher than the trend of our historic dividend pay-outs.
Our working capital requirements have increased in past years, in particular after our Financell subsidiary began its operations. The BRSA’s existing regulation imposing a cap on the number of installments with regard to consumer loans for mobile phones significantly decreased the demand for new loans and thus reduced our related working capital requirement accordingly in recent years. However, our working capital requirements could increase again if the BRSA were to raise the maximum number of installments on mobile phone-related loans, as it has already done for refurbished devices, which could stimulate demand. These cash outflows have in the past reduced, and may continue to reduce, our liquidity. No assurance can be given that other unexpected cash outflows will not be required, which could further erode liquidity and therefore increase borrowing requirements.
Additionally, significant developments in the local borrowing market restricted access by corporates to Turkish Lira loans. These changes resulted from decisions which were taken by the BRSA and the CBRT between May and November 2022, which raised interest rates and continue to impact our borrowing costs and overall interest expenses. Notwithstanding the repeal of the Turkish Lira loan restrictions in February 6, 2025, Turkish Lira borrowing costs remain significantly high due to the ongoing application of various regulations, including the growth ratio and required reserves to which banks are subject. In addition to local bank borrowings, we are actively utilizing capital market instruments to secure Turkish Lira borrowings from the market. The maturities of our Turkish Lira borrowings fluctuate due to market conditions, predominantly concentrated in maturities of less than one year. As of December 31, 2025, our outstanding debt securities issued in the capital markets totaling TRY 2.3 billion, comprised of TRY 750 million in bonds and TRY 1.6 billion in sukuk. Our ability to issue securities is subject to obtaining the necessary approvals from regulatory authorities such as the Capital Markets Board of Türkiye (“CMB”) and/or the BRSA, and there can be no assurance that any such approvals will be obtained in the future.
As of December 31, 2025, our total borrowing (including lease liabilities) amounted to TRY 158,649 million, of which TRY 104,970 million consisted of fixed-rate financing obligations. The proportion of our borrowings subject to floating interest rates (including the impact of hedging) has increased in recent periods, exposing us to higher financing costs in the event of adverse interest rate movements. Our level of indebtedness increased during 2025, and has continued in 2026, as a result of new financing transactions undertaken to support refinancing needs and fund ongoing investments. In this context, we issued a total of USD 1 billion in Eurobonds on January 24, 2025. In addition, to support our liquidity and investment requirements, we entered into several murabaha financing agreements sourced from Gulf region, amounting in aggregate to approximately 360 million USD and also continued to draw down loans under an existing loan agreement with China Development Bank. An increase in borrowing levels, particularly under conditions of reduced cash generation from operations or elevated capital expenditure requirements, may increase our financing costs, limit our financial flexibility and heighten our exposure to interest rate, currency and refinancing risks. For more information on our debt portfolio, please see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources.”
We may continue borrowing to finance our infrastructure investments, Financell loan repayments and any other potential investment opportunities. Additionally, we have continued to make excess TRY cash of Turkcell available to other group companies located in Türkiye as short-term TRY loans on an arm’s length basis in line with prevailing market conditions under the framework shareholder loan agreement signed with respective group companies in 2018.
Some of our borrowing agreements contain cross default clauses, which could trigger an event of default under such agreements if a group company defaults under its own borrowing agreements (if such default meets certain thresholds).
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With respect to currency risk, we enter into derivative transactions and endeavor to keep our cash in hard currencies to manage the risk relating to the Turkish Lira. For the year ended December 31, 2025, as a result of fair value changes in derivative instruments, net derivative assets of TRY 196.2 million are recognized in our Consolidated Financial Statements, see “Item 11. Quantitative and Qualitative Disclosures About Market Risk—I. Overview—a. Foreign Exchange Risk Management.” However, derivative transactions have costs which are increasing in the current environment and may not fully mitigate all of the risks faced by the group. Our management excercises significant judgment in determining the fair value of these instruments, utilizing an internally-developed model that incorporates key assumptions regarding treasury curves and credit spreads. For a discussion of our critical accounting policies, see “Item 5. Operating and Financial Review and Prospects—E. Critical Accounting Estimates.” Furthermore, no assurance can be given that we will continue to have access to financing, or be able to conduct derivative transactions, on terms that are economically viable, or at all.
Our business is subject to risks arising from natural disasters and catastrophic accidents.
Our main geographical focus is in Türkiye. A significant portion of Türkiye’s population and most of its economic resources are located in a first-degree earthquake risk zone. On February 6, 2023, two high-magnitude earthquakes, centered in Kahramanmaras (the “Southeastern Türkiye Earthquakes”), impacted 11 cities across Southeastern Türkiye and affected 14 million people, accounting for 16% of Türkiye’s population at the time. The earthquakes caused widespread devastation to property and infrastructure in the affected regions. At the time of the Southeastern Türkiye Earthquakes, we had around 6.5 million subscribers in the affected regions. During 2023 and 2024, Turkcell incurred restoration costs directly related to the damage caused by the disaster to our sites, as well as investments for recovery.
In addition, an investigation was initiated against our Company in connection with the Southeastern Türkiye Earthquakes concerning our communications infrastructure. Within the scope of the investigation, several violations were identified by the Supervisory Board regarding our alleged failure to take necessary measures to ensure uninterrupted communication during disasters and emergencies. If our defenses are not accepted, there is a risk of administrative fines being imposed on our company.
Any further earthquakes in the future may result in significant damages to our IT and NT systems, as well as our data centers, on which our business depends. In particular, any earthquake affecting Istanbul, where a high number of our sites and key management personnel are located, may result in significant damage to our sites and disruption to our services. The continuity of our network and service ability during catastrophic natural disasters largely depends on external resources such as electricity outages, fuel logistics, and transportation infrastructure that are beyond our control. Long-term power outages pose a risk to the continuity of services. Batteries and generators, which back up electricity outages, can provide network continuity only for a limited time. Additionally, the lack of fuel or fuel logistic problems in affected areas might impact the energy production of generators, which could eventually affect our operations or cause a suspension of services. In the event of a disaster, due to disruptions in transportation infrastructure and traffic congestion, our network teams may arrive late at our sites, which could postpone service recovery. Furthermore, rooftop sites, which are generally built on top of residential buildings, might be impacted due to the heavy damage and destruction caused by natural disasters. These factors also put at risk the inventory that we hold which, if damaged, could adversely affect business continuity and our results of operations. Although we have insurance policies with relevant coverage, such policies may only cover a limited portion of the operational expenses and capital expenditure requirements for recovery, as was evidenced in 2023. Furthermore, in the event of a major earthquake, the potential destruction would cause both a major disturbance to the network topology and a shift of population to new living areas, which in turn could necessitate a reevaluation of network investments, leading to potentially significant increased investment requirements.
Additionally, since telecommunication services are perceived as a critical service during catastrophic events, suspension of services may lead to reputational risk. The 2023 Southeastern Türkiye Earthquakes, or another future earthquake or natural disaster, have had and may in the future have other economic consequences, including a reduction in overall demand by consumers and businesses in Türkiye. This may continue to adversely affect our sales and increase costs, negatively impacting our operating results and financial condition. In particular, an earthquake in the Marmara region, where our headquarters are located, might create a disruption in management continuity, impact sustainability of services, and restrain the implementation of crisis management plans.
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Moreover, a massive natural disaster may also disrupt the fragile economic conditions in Türkiye, further widening budget deficits. We might face state of emergency measures which could directly impact our business. In light of the increased cost of recovery and reconstructions in the affected regions and the impact on the population, the authorities might apply one-time taxes or permanent tax increases or donation programs, or impose required forgiveness measures for consumer debts, that affect our Company, as we experienced in 2023. See “Item 5. Operating and Financial Review and Prospects—II. Taxation Issues in the Telecommunications Sector and Other Sectors in which the Company Operates” and “Item 5. Operating and Financial Review and Prospects—III. Southeastern Türkiye Earthquakes.” Overall, we cannot fully assess the potential financial and operational risks of any such events in the future, any of which could materially adversely affect our results of operations and financial condition.
Environmental risks and climate change could significantly impact our businesses.
Risks induced by climate change, including temperature conditions, increases in energy consumption and/or energy prices, can directly affect Turkcell’s business operations. In particular, extreme weather events precipitated by long-term climate change, such as heat waves, floods or forest fires, have the potential to directly damage network facilities, disrupt our ability to build, maintain and repair portions of our network, disrupt suppliers’ ability to provide the products and services we require to provide reliable network coverage or cause us to incur significant expenditures to improve the climate resiliency of our infrastructure and otherwise prepare for, respond to and mitigate the effects of climate change. Any such disruption or preventive or remedial response could delay network deployment plans, interrupt service for our customers, increase our costs and have a negative effect on our operating results.
Turkcell has taken, and continues to take, measures against extreme weather events and natural disaster risks caused by climate change. Studies are conducted in light of the expected increases in average temperatures in the long term in order to guide our investment strategy aimed at mitigating such risks. For example, rising average temperatures or heat waves could result in increases in energy prices and/or energy shortages, which could adversely affect our operations and increase our energy costs, in particular due to energy consumption of our network infrastructure or data centers, notably as our strategy involves significant data center investments over the coming years. Turkcell is also making substantial investments in solar energy and solar power plants as part of its greenhouse gas (“GHG”) emission reduction goals, which were validated by the Science Based Initiative (“SBTi”). In 2023, taking 2020 as the base year, Turkcell committed to reducing its Scope 1 and Scope 2 greenhouse gas emissions by 50.47% by 2030, and its Scope 3 greenhouse gas emissions by 25% over the same period. As of the end of 2025, these targets have been reached with the contribution of renewable energy certificates as in the previous year. Accordingly, Turkcell plans to update its near-term SBTi-validated emission reduction targets to reflect a more ambitious pathway in the coming years. In line with its sustainability strategy, Turkcell remains committed to the achievement of 300 MW target, however, the installation timeframe may extend beyond 2026 into subsequent years. Failure to achieve such targets may damage our reputation, or could adversely impact our expected cost advantage. In addition, see “—Our growth strategy is partly dependent on making investments in new opportunities, in particular outside of our core telecommunications activities, which may not be successful and which could affect our business and financial condition.” Furthermore, Turkcell invested in mobile base stations and rooftops with solar panels in order to provide service in places where electricity is not available or where there is a need for additional capacity, as well as to serve Turkcell’s proposed energy solution goals. Though there can be no guarantee such investments will provide sufficient power for Turkcell’s operations at a reasonable cost, or that we will be able to achieve our emissions reductions goals in the timeframe we have announced.
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The Turkish Sustainability Reporting Standards (“TSRS”) entered into force on January 1, 2024, with the decision of the Public Oversight Authority in Türkiye. These standards are based on IFRS S1 and IFRS S2 developed by the International Financial Reporting Standards Foundation and issued by the International Sustainability Standards Board. In line with this decision, the Company published TSRS-compliant sustainability report for 2025, including detailed disclosures on climate-related risks and opportunities, as part of its integrated annual report in March 2026. The Company’s disclosure of information on its Environmental, Social and Governance (“ESG”) objectives and initiatives in its public reports and other communications (including its GHG emission reduction targets) exposes it to the risk that it will fail to achieve these objectives and initiatives. In addition, in response to such new regulatory, or other initiatives, Turkcell may choose, or be required, to modify or adopt additional strategies, policies, or procedures related to ESG matters or prepare more expansive ESG reporting, which could cause the Company to expend significant capital and human resources and could divert management’s attention. Non-compliance with any applicable ESG reporting obligations may result in enforcement actions, sanctions, reputational harm or private litigation. Further, expectations and requirements may differ from region to region, may be based on diverging calculation or other criteria and may experience material changes as they still are at their emerging phase. Simultaneously, some stakeholders may pursue actions, such as litigation or policy initiatives, to reduce companies’ efforts on certain ESG-related matters, which may require Turkcell to incur additional costs or otherwise adversely impact its business. In addition, the Company makes its best efforts to adapt to or comply with increasingly demanding expectations from analysts, investors, customers and other stakeholders and new regulatory reporting or other legal requirements related to ESG issues; however, it may not always be able to fully meet such expectations or requirements in a timely manner.
Although the Company is working to comply with new ESG reporting requirements, to achieve its objectives, and to meet the expectations of its stakeholders in these matters, if the Company is unable to meet these expectations, fails to adequately address ESG matters or fails to achieve the reported objectives (including its GHG emission reduction targets), its reputation, its business, financial position, results of operations and/or cash flows could be materially and adversely affected. In particular, the company issued a sustainable bond in January 2025, in accordance with the commitments outlined in Turkcell’s Sustainable Framework. While the terms of the Sustainable Bond do not impose legally binding obligations regarding the use of proceeds, and a failure to adhere to the framework would not constitute an event of default, such a scenario could still give rise to regulatory and reputational risks. Regulatory actions or investor claims could be pursued under U.S. securities laws, or similar fraud and misrepresentation theories in other jurisdictions, alleging that investors were misled regarding the intended use of proceeds. Furthermore, even in the absence of formal liability, public concerns over non-compliance with sustainability commitments could impact investor confidence, reduce demand for future bond issuances, and lead to reputational harm or may result in administrative fines by the Capital Markets Board of Türkiye.
Information technology and network technology services are key to our business and are susceptible to physical and cybersecurity threats.
Our ability to conduct our business depends on the availability and security of our information technology (“IT”) and network technology (“NT”) systems and services. As part of our ongoing strategic vision to be a technology leader in Türkiye, more equipment and systems have been connected to our IT systems. We also rely on digital technology, including information systems, to process financial and operational information. Maintaining the security of the personal and financial data, intellectual property, and other confidential and sensitive data of our customers, employees and suppliers, including the security of services in the cloud, is essential to our business.
We could experience IT and NT failures and outages due to physical incidents and threats, such as system deficiencies, human error, natural disasters such as earthquakes and floods, energy blackouts, fire, power losses, pandemic measures, facility access issues, unsuccessful migration to alternative or improved IT and NT systems, or other factors, including but not limited to unintentional third-party interruptions or theft and vandalism.
In addition, high-profile businesses and telecommunications companies worldwide face a continued increase in cybersecurity threats. Cyberattacks may be conducted by sophisticated and organized groups and individuals with a wide range of motives and expertise, including organized criminal groups, “hacktivists,” terrorists, nation-states, nation state-supported actors, and others. Successful cyberattacks could prevent the effective provision, operation and commercialization of our services, in addition to affecting their use by customers. Further, the use of artificial intelligence and machine learning by cybercriminals may increase the frequency and severity of cybersecurity attacks against us or our suppliers, vendors and other service providers.
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Our networks and systems are constantly exposed to a variety of different cyber threats and we have experienced an increased number of sabotage incidents, as well as attempted cyber-attacks of varying degrees of sophistication by unauthorized parties attempting to obtain access to our computer systems and networks. Mobile networks that have been migrated to internet protocol technology to transport information, as well as cloud services provided by third parties, may be harmed by potential attacks. Threats to our mobile network can originate from external sources, such as the public internet, or internal sources, such as terminals connected to our mobile network. If successful, an attack on our mobile network, computer systems or other network infrastructure could have an adverse effect on our operations, damage our reputation and affect our relationships with our customers.
Through our Cyber Defense Center practices, we have observed many privilege theft and escalation attempts. Also, many phishing and malware activities were detected, including those which targeted technology companies and aimed at taking control over our clients and servers. While no attacks to date have resulted in material impact, there can be no assurance that future attempts will be unsuccessful. A successful hack could disrupt our network and our ability to provide services. It could also result in unauthorized access to, misuse, loss, or destruction of our data or systems as well as theft of sensitive or confidential data, including personal information of our employees and customers, and theft of services and/or funds. DDoS mitigation capability is important to maintaining our market reputation, however the development and maintenance of systems to prevent cyberattacks is costly and requires ongoing monitoring and updating. The changing cybersecurity landscape and regulatory framework could require our Company to devote significant resources to prevent, detect and mitigate the impact of cybersecurity breaches. Furthermore, as a result of the increasing rise of new technologies, such as AI, the Company could be subject to threats that are increasingly difficult to detect and prevent. The development of new attack vectors as well as changes in existing ones, could further expose us to cybersecurity vulnerabilities.
A compromise of our security systems or those of our business associates, including joint venture partners or our third party service providers, that results in the information we hold being accessed by unauthorized persons, or abusive schemes or fraud attacks in connection with our digital FinTech services, could adversely affect our reputation with our customers and other stakeholders, as well as our operations, results of operations, financial condition and liquidity, and could result in litigation against us or the imposition of penalties. In addition, a breach could require that we expend significant additional resources related to the security of information systems and could disrupt our operations. Our data and systems are currently particularly vulnerable to cyber-attacks due to the fact that a significant proportion of our employees work remotely. Remote work without virtual private network (“VPN”) makes it difficult to monitor cyber security threats and take necessary actions. Although we implement and update patches on an ongoing basis, it is difficult to instantly monitor computers of the employees when not connected with VPN. If successful, an attack on our infrastructure could have a material adverse effect on our operations, damage our reputation and affect our relationships with our customers.
Disruption of supply chains, international trade restrictions and our dependency on a small number of suppliers and on a single distributor may have an adverse effect on our business and financial condition.
We purchase a significant portion of our telecommunications network equipment and related products from a limited number of major suppliers. Our business is dependent on a small number of critical suppliers in areas such as network infrastructure, information systems, SIM cards, handsets and distribution. In addition, since January 1, 2025, we have been working with a single exclusive distributor in Türkiye for smartphones and tablets, which increases our exposure to supplier and distributor concentration risk. Any financial difficulty, operational failure, or inability of our suppliers or distributor to deliver equipment or services in the required timeframe or quality may adversely affect our business and financial condition.
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Our suppliers and distributors may face delays or disruptions due to global supply chain constraints, including shortages of semiconductors, memory and chip components. These constraints have been intensified by the rapid growth of AI-related demand across multiple industries. As flash memory and RAM manufacturers increasingly allocate production capacity to AI-related applications, we have experienced, and may continue to experience, price increases and delivery delays for certain equipment, including consumer devices (such as set-top boxes and modems) as well as data center and techfin products. Geopolitical developments, including the ongoing conflict between Russia and Ukraine and broader regional tensions, have contributed to uncertainty in global supply chains affecting the telecommunications sector. In addition, fiber-optic cables are subject to global supply and demand dynamics that may be influenced by regional production priorities, trade patterns, and transportation constraints. These factors may lead to fluctuations in availability, lead times, and pricing. While we actively manage procurement planning and supplier relationships, sustained market volatility could affect the timing and cost of certain infrastructure investments. Protectionist measures adopted in certain regions, including tariffs imposed by major economies, trade restrictions related to international transport, and other geopolitical events, such as armed conflict and political instability in Iran, the Middle East, Ukraine and Russia, may further disrupt the supply of technological devices and equipment. If such failures occur, we may be unable to provide products and services to our customers on a timely basis, may be required to increase prices, or may face challenges in maintaining, expanding or upgrading our network. In addition, national security considerations may limit our ability to utilize certain suppliers, potentially requiring us to source alternative products at higher cost or with longer lead times. For example, certain EU countries have imposed restrictions on the use of telecom suppliers that are considered high-risk for 5G network infrastructure, such as certain Chinese vendors, which is one of the suppliers used by the Company for its existing network infrastructure and equipment. During 2024, the U.S. government also imposed export restrictions against Huawei, supplementing those imposed in 2019, effecting several export license applications that allowed them to sell semiconductors in the United States. We cannot predict whether additional restrictions targeting Huawei or other Chinese technology suppliers, including restrictions that would prevent us from acquiring supplies from Huawei or other Chinese technology suppliers in the future, will be adopted or predict the impact that such restrictions may have on our operations or on our strategy for 5G. In addition, to the extent that changes in the political environment due to the imposition of protectionist or other measures negatively impact us or the markets in which we operate, our business, financial condition, and results of operations could be materially and adversely affected.
As a result of the cost and time lag that can be associated with transitioning from one supplier to another, our business could be substantially disrupted if we were required to, or chose to, replace the products or services of one or more major suppliers with products or services from another source, especially if the replacement became necessary on short notice. Any such disruption could increase our costs, decrease our operating efficiencies and have a material adverse effect on our business and financial condition.
Our competitive position could also be adversely affected if our suppliers fall behind in technological development compared to the suppliers of our competitors. Adverse economic conditions have negatively affected and may continue to affect our domestic and international suppliers, leading to a contraction in their business, which in turn may lead to a decrease in the quality of the services that they render to us and adversely affect timely delivery of such services, thereby negatively impacting our business and operations. In particular, if prices at which we purchase products from our domestic and international suppliers increase, namely as a result of currency depreciation, inflation and raw materials shortage crisis—both in Türkiye and internationally— we would need to pass on all or a large portion of these additional costs to our customers to be able to maintain our margins. However, we may be unable to increase the selling price of products or services to fully or partially offset the price increases by our suppliers (some of which have considerable negotiating power), particularly if our main competitors choose not to implement such price increases. In addition, our existing license agreements or new regulations may require us to purchase network equipment from specified suppliers or meet certain specifications regarding our existing suppliers. Such as, with the 5G authorization, our existing obligations for local product procurement and mandated purchase quotas from SMEs have been increased; furthermore, an additional requirement for the use of national communication equipment has been introduced. Equipment from these suppliers may not always be compatible with our existing equipment or the supplier may fail to integrate it, and our employees may not be familiar with the technical specifications and maintenance requirements of equipment from these suppliers. Furthermore, if our suppliers fail to meet the requirements, we may end up violating the terms of our license agreements. Any of these factors could have a material adverse effect on our business and financial condition.
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Our reliance on contributions from third-party providers for the development and maintenance of solutions outside our core telecommunications activities may adversely affect our business.
The operation of our business depends, in part, upon the successful deployment of continually evolving products and services, including for applications in industries other than telecommunications (such as TV, music, energy, mobile financial and payment services and insurance services), corporate services (such as managed services, data center services and community services), as well as for newly developed telecommunications services and products, such as eSIM subscription services, authentication solutions and connected cars. We rely on third-party providers, by choice or due to regulations, to help us effectively manage and address risks related to security and regulations for many of our products and services, including, but not limited to, those in industries beyond telecommunications. Changes in industry practice or in technology may impair our partners’ business and/or negatively impact the content we are developing, such as for entertainment, which, in turn, could have a material adverse effect on our business and financial condition. Relying on a single provider may pose a risk to our financial position by limiting our pricing flexibility and weakening our negotiating power. Further, failure by our third-party providers to provide their services on the timeframe or according to the quality standards we expect may impact our own reputation and our ability to carry out our strategic objectives.
If we, our local partners or any of our key suppliers fail to comply with laws and regulations regarding unethical business practices, including bribery and corruption, or were to be subject to international sanctions, this could adversely affect our business and financial condition.
We are subject to various laws and regulations relating to unethical business practices, including bribery and corruption, and international sanctions. Bribery and anti-corruption laws in effect in many countries prohibit companies and their intermediaries from making improper payments to public officials for the purpose of obtaining new business or maintaining existing business relationships. Certain anti-corruption laws such as the FCPA also require the maintenance of proper books and records, and the implementation of controls and procedures in order to ensure that a company’s operations do not involve corrupt payments. Since we operate in several countries, and given that some of our clients and local partners (including those with whom we enter into cooperation agreements or similar agreements), are government-owned entities and that our projects and agreements often require approvals from public officials, we face the risk that our employees, local partners, consultants or agents may take actions that are in violation of our policies and of anti-corruption laws. In many parts of the world where we currently operate or seek to expand our business, local practices and customs may be inconsistent with our policies, and could violate anti-corruption laws, including the FCPA and European Union regulations, as well as applicable economic sanctions and embargoes. Our employees, local partners or other parties acting on our behalf or with whom we enter into cooperation agreements or similar agreements, or our suppliers, could violate policies and procedures intended to promote compliance with anti-corruption laws or economic sanctions, regardless of whether we had participated in such acts or had knowledge of such acts at certain levels within our organization. Any of the foregoing could result in criminal prosecution and sanctions, fines, penalties, withdrawal of licenses against us, companies in which we invested, and our and their officers and employees and significant damage to our reputation, and negatively affect our competitive advantage and financial position. There can be no assurance that acts of corruption will not occur or be alleged in respect of any of our activities or those of our current or past affiliates.
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We have strong commercial ties to several Chinese vendors from which we have in the past purchased network equipment, and currently have a significant installed base of equipment from such vendors, including in the context of the development of our 5G network infrastructure and cloud and IT infrastructure. We also have access to financing from the CDB which facilitates the purchase of Chinese equipment. Should any one of these Chinese entities become subject to U.S. sanctions, or should we or any entity in our supply chain be compelled to terminate a relationship with a vendor as a result of the direct or indirect reexport restrictions implications resulting from an entity being added to the Entity List prohibitions of the U.S. Commerce Department’s Bureau of Industry and Security (BIS), which would affect our ability to purchase their equipment in the future and require us to find alternative suppliers. Additionally, if we are compelled to terminate or suspend our relationships with these vendors for any other reason, namely as a result of the ongoing tensions between their countries and the U.S., this may lead to an increase in our costs. Such developments could also negatively impact our ability to develop and maintain our increasingly advanced network infrastructure and negatively affect our competitive advantage and financial position. One Russian vendor for our subsidiary in the Turkish Republic of Northern Cyprus has been included on the U.S. sanctions list, and we continue to take steps to terminate that relationship and otherwise mitigate the risk of secondary sanctions being imposed on our subsidiary or ourselves. At this point, however, no assurance can be given that the Russian vendor will continue to cooperate in replacing its products with a new vendor’s products nor what the U.S. authorities may do in the transition period during which our subsidiary must continue some form of relationship with the Russian vendor. For further details regarding potential sanctions, see “—Our investments in companies outside of our core market in Türkiye may not provide the benefits that we expect and we may be unable to divest such investments successfully.” These investments may not provide the benefits that we expect, and our pursuit of acquisition opportunities may increase these risks and we may be unable to divest such investments successfully.
We are involved in various claims and legal actions arising in connection with our business, which could have a material effect on our financial condition.
We are subject to investigations and regular audits by governmental authorities in Türkiye, including the Competition Board, the ICTA, the Ministry of Commerce, tax authorities and certain other parties, and governmental authorities in other countries in which we have operations. We are currently involved in various claims and legal actions with some of these authorities, as discussed below. We are also from time to time involved in disputes with private parties, including suppliers, distributors and other business partners. We set aside provisions on an as-needed basis with regard to our ongoing disputes in line with applicable accounting standards. However, no assurance can be given that the provisions we set aside will be sufficient to cover any actual losses under these matters, or that new disputes will not arise under which we would face additional liabilities and reputational risk.
We and our subsidiaries face a risk of tax audits and claims in many different areas of our business that are subject to taxation, such as corporate tax, value added taxes, special communication tax and others. Such audits and claims have led to significant tax assessments and penalties in the past and may again do so in the future. Disputes related to taxation have been particularly significant and major penalties have resulted. In addition, changes in tax laws and non-tax regulations, may lead to increases in our tax burden and may, as a result, materially adversely affect our financial condition and results of operations.
Under our licenses (2G and 3G) and Authorization Certificates (4.5G and 5G) as part of our license, we are required to pay a monthly treasury share equal to 15% of our gross revenue, subject to certain exemptions. Starting April 30, 2029, and continuing until our current ICTA authorizations expire, our allocated frequencies and infrastructure will transition into a new consolidated authorization framework. This transition requires an additional annual payment of 5% of gross sales (excluding VAT), as determined by the ICTA. We are currently subject to ongoing audits in relation to the periods through 2025 and the Ministry of Treasury and Finance (the “Turkish Treasury”) may change its views based on its interpretations of treasury share calculations. Therefore, if these interpretations differ from the Company’s calculations, unanticipated treasury share liabilities and fines may be levied. Investigations were conducted in 2022, 2023 and 2024 without assessment, however we cannot rule out the possibility that disputes will arise in respect of subsequent periods.
Operators must pay license and annual utilization fees for wireless equipment to the ICTA. The wireless equipment fee (TRx) is calculated as 5% of the Company’s monthly net sales. We believe that content services are provided without any infrastructure requirements and, therefore, that content service income should not be considered as mobile electronic communication services. The ICTA does not agree with us and is contesting our request to recover approximately TRY 142 million (not restated for IAS 29) of TRx fee paid. The lawsuits related to this dispute were finalized against the Company, and we made individual applications before the Constitutional Court, where the process is ongoing.
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The Turkish Competition Board has, for several years, alleged that we have abused our dominant position in the Turkish mobile market through our exclusive practices directed at our dealers. While there is no ongoing investigation of Turkcell regarding such allegations, we cannot ensure that we will not be subject to such investigations in the future. Such investigations and any similar actions may have financial consequences and hinder our ability to effectively respond to competition.
We are also exposed to litigation and dispute risks with third parties, including our competitors, which may result in regulatory investigations. For example, we are currently involved in a dispute with NetGSM, the MVNO operating on our network, an relating to an MVNO agreement with NetGSM on November 5, 2020. On August 2, 2024, Turkcell notified NetGSM of the termination of its MVNO services and ceased providing access services as of November 5, 2024, except for SIM cards that were already active on Turkcell’s network prior to that date. During the conciliation process, the ICTA issued decisions the mobile data access fees for 2024 and 2025 that would be applicable to payments resulting from the conciliation process, and later directing Turkcell to continue providing services for both existing and new NetGSM subscribers. As of December 2025, the ICTA imposed an administrative fine on Turkcell for failure to comply with the decision requiring the continuation of services to new subscribers during the conciliation process. Turkcell is challenging this decision. If Turkcell continues to provide connectivity only to existing NetGSM SIM cards that were active prior to November 5, 2024, or does not provide 5G services to such subscribers it may be subject to further regulatory actions, investigations, administrative fines or other measures by the ICTA. There can be no assurance as to the outcome of these proceedings, and any adverse outcome could have a material adverse effect on our business, financial condition and results of operations.
For a more detailed discussion of disputes that we presently believe to be significant, see “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—I. Legal Proceedings” and Note 37 to our Consolidated Financial Statements included elsewhere in this annual report.
Although we maintain and regularly review our internal control over financial reporting, there are inherent limitations on the effectiveness of our controls, particularly as our Company grows and enters into new businesses.
We maintain and regularly review internal control over our financial reporting. However, internal control over financial reporting has inherent limitations and there is no assurance that a system of internal control over financial reporting, including one determined to be effective, will prevent or detect all misstatements on a timely basis. A control system, no matter how well-designed and operated, can provide only reasonable, not absolute, assurance regarding financial statement preparation and presentation. This risk is exacerbated by our rapid growth into new activities, which creates additional challenges in identifying risks and designing and implementing systems to control them. In addition, we have entered into an agreement with a vendor that will provide a software solution for replicating accounting data from a variety of systems into a single system to obtain consolidated financial reports, which creates risks associated with transition and implementation and can further complicate the process of identifying risks and designing and implementing systems. Furthermore, we operate in a decentralized structure in which most compliance functions are managed at the level of our operating companies rather than at the parent company level, which can further complicate the process of identifying risks and designing and implementing systems.
Our systems may not always allow us to detect and prevent fraud or other misconduct by our employees, representatives, agents, suppliers, dealers or other third parties. We may be exposed to fraud or other misconduct committed by our employees, representatives, agents, suppliers, dealers or other third parties that could subject us to litigation, financial losses and sanctions imposed by governmental authorities, as well as affect our reputation. Such misconduct could include misappropriating funds, conducting transactions that are outside of authorized limits, engaging in misrepresentation or fraudulent, deceptive or otherwise improper activities, including in return for any type of benefits or gains or otherwise not complying with applicable laws or our internal policies and procedures.
Our latest annual review as of December 31, 2025, similar to the prior annual review, revealed certain deficiencies in our controls, although none that we believe constitutes a “material weakness.” Our controls have, in the past, suffered from deficiencies and no assurance can be given that others will not emerge in the future. A failure to detect or correct deficiencies and weaknesses in a timely manner could have an adverse effect on the accuracy of our financial reporting and on our operations and may also cause financial losses.
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Our consolidated financial results and/or operational performance could be adversely affected if we are unable to attract and retain our key personnel and skilled employees.
Our performance and future success depend to a significant extent on the continued service of our key personnel and our ability to hire, develop, and retain highly skilled employees. Competition for qualified telecommunications and technology professionals in Türkiye and globally is intense.
In response to these challenges, we seek to support employee retention, talent development programs, succession planning and flexible working arrangements. However, there can be no assurance that these measures will be sufficient to offset competitive pressures or adverse market conditions. In addition, the global shift toward remote work has expanded the range of employers competing for talent, increasing employee mobility and turnover risk. Macroeconomic conditions in Türkiye, including inflation and depreciation of the Turkish Lira, have also affected and may continue to affect our ability to retain our employees.
The loss of key personnel or increased employee attrition to our competitors could disrupt our operations, adversely affect our business and financial condition, and, in certain cases, lead to increased risk of breaches of confidentiality or loss of know-how.
Risks Relating to Our American Depositary Shares
We have two major shareholders whose interests may not be aligned with those of other shareholders and may expose us to sanctions risk.
The possibility of our major shareholders changing their position in Turkcell could negatively affect the Company. In October 2020, Türkiye Varlık Fonu (“TWF”), the wealth fund of the Republic of Türkiye, acquired control of 26.2% of the outstanding shares of our Company. This stake is held through its wholly owned company, TVF Bilgi Teknolojileri İletişim Hizmetleri Yatırım Sanayi ve Ticaret A.Ş (“TVF BTIH”), now our largest shareholder. The current Chairman of TWF is the President of the Republic of Türkiye.
TWF is an important investor in the Turkish economy and holds important stakes in numerous other major Turkish companies, including companies with which we have business relationships. This includes several major banks and financial services companies, including Borsa Istanbul A.Ş. (“Borsa Istanbul” or “BIST”), the operator of the Istanbul Stock Exchange, Turksat, and certain energy and infrastructure operators.
In 2022, TWF acquired an additional 55% stake in our main competitor Türk Telekom, in addition to 6.68% they held in the past, and the Turkish Treasury has a golden share in that company. Türk Telekom remains the incumbent operator in the Turkish fixed line business and our largest competitor in the mobile market. We can give no assurance regarding the positions that TWF will take as a controlling shareholder of Türk Telekom and of our Company, and that it will not in some instances favor Türk Telekom or decisions which are impacted by its positioning across the Turkish economy.
Following the amendment of our Articles of Association at the general assembly on October 21, 2020, a new class of Group A shares with certain privileged rights was created. TVF BTIH is the sole owner of Group A shares, which grant certain governance privileges to their holder. Under the nomination privilege, four members of the Board of Directors, excluding the independent members, are elected by the General Assembly from among the nominees to be nominated by the Group A shareholder. In addition, under the voting privilege, each Group A share carries six votes with respect to the election of Chairman of the General Assembly Meeting and the election of five members of the Board of Directors, four of whom must be nominated under the aforementioned nomination privilege (excluding the independent members). Furthermore, the Chairman of the Board of Directors must be elected from among the members of the Board of Directors elected pursuant to the privileges granted to the Group A shares. Under the current quorum rules of the Board of Directors, at least five members must vote in favor of a resolution to be adopted. If the Group A shares cease to be held by a single shareholder, all privileges granted to Group A shares under the Articles of Association with respect to nomination and election of the members of the Board of Directors shall automatically terminate.
The Turkish law establishing TWF exempts it from a number of laws, notably certain capital markets and competition laws, which may negatively affect minority shareholders’ rights. For example, mandatory takeover rules will not apply to TWF’s group and TWF group companies are not bound by a commercial law, which requires compensation of minority shareholders if the controlling shareholder pursues detrimental policies.
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Our other main shareholder is IMTIS Holdings which is part of the LetterOne group, holding a 19.8% share in Turkcell. Two of the indirect beneficiaries of IMTIS Holdings and LetterOne have been added to the lists of persons subject to US, EU and UK sanctions on Russia arising from the situation in Ukraine. While IMTIS Holdings has assured us that it believes that it is not controlled by these persons and that it is thus not itself subject to such sanctions, and while the shareholder rights of three persons in IMTIS Holdings have been reported to be suspended, no assurance can be given that US, EU and/or UK authorities will not take a contrary position or that the scope of the US, EU, UK or other sanctions will not evolve in a way that would subject IMTIS Holdings to sanctions. Furthermore, no assurance can be given that the relevant beneficiaries of IMTIS Holdings or IMTIS Holdings itself or other LetterOne group entities directly or indirectly controlling IMTIS Holdings will not be added to the US, EU, UK, or other sanctions lists. If IMTIS Holdings or other LetterOne group entities directly or indirectly controlling IMTIS Holdings were to be subject to sanctions, we could be deemed to be in violation of such sanctions as a result of our interactions with it in its capacity as a shareholder of our Company, including the payment of dividends to IMTIS Holdings and we too could therefore become subject to sanctions. See “—Risks Relating to Our Business—If we, our local partners or any of our key suppliers fail to comply with laws and regulations regarding unethical business practices, including bribery and corruption, or were to be subject to international sanctions, this could adversely affect our business and financial condition.”
In addition, we have been subject to shareholder activism campaigns in the past. We believe that such actions may harm our reputation and that responding to them could be costly. Perceived uncertainties as to our future direction as a result of such shareholder activism may lead to the perception of a change in the direction of the business or other instability. This may make it more difficult to attract and retain qualified personnel and business partners and may adversely affect our relationships with vendors, customers and other third parties.
The amount and timing of dividends and other profit distributions, including share buybacks, are uncertain.
Our Company has adopted a dividend policy in line with the Capital Markets Board’s Communiqué on Dividends, approved by the General Assembly on March 26, 2015, under which we aim to distribute at least 50% of our distributable net income. In addition, at the General Assembly meeting held on May 15, 2025, our shareholders approved the launch of a share buyback program to mitigate the potential impact of domestic or global economic volatility on investors and to support employee share ownership initiatives. The program allows for share buybacks of up to TRY 8.5 billion, or up to 10% of our issued share capital, and was initiated on November 12, 2025, with a planned duration until May 15, 2028.
However, there can be no assurance that dividends will be declared or paid in any given period, nor that the share buyback program will be completed as planned. Decisions regarding dividend distributions and share repurchases are subject to the discretion of our Board of Directors and the General Assembly and depend on a number of factors, including our cash position, expected cash flows, funding and investment requirements, retained earnings, financial performance, financial condition, and restrictions under existing indebtedness, as well as limitations, restrictions or prohibitions that may be imposed under applicable laws and regulations, including those of the CMB. Even if the relevant conditions are met, our Board or shareholders may decide not to declare dividends or to suspend, modify or terminate the share buyback program in the future.
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The price of our American Depositary Shares may be volatile, and purchasers of American Depositary Shares could incur substantial losses. Holders of American Depositary Shares are not entitled to attend shareholders’ meetings, and they may only vote through the depositary.
The trading of our ordinary shares on Borsa Istanbul and our American Depositary Shares (“ADSs”) on the New York Stock Exchange involves risks related to operating in different time zones and under different exchange regulations. Significant trading or developments in one market may occur while the other is closed, leading to price discrepancies between the two platforms. Furthermore, the varying settlement procedures and currency fluctuations between the Turkish Lira and the U.S. Dollar may further affect the liquidity and market price of our ADSs, potentially resulting in volatility that is beyond our control. Securities markets worldwide experience significant price and volume fluctuations. Market volatility, as well as general economic, market or political conditions, could reduce the market price of our ADSs, regardless of our operating performance. In addition, our operating results could be below the expectations of public market analysts and investors due to a number of potential factors, including changes in our quarterly operating results or dividends, additions or departures of key management personnel, failure to meet analysts’ earnings estimates, publication of negative research reports about our industry, failure of securities analysts to cover our stock or changes in financial estimates by analysts, litigation and government investigations, changes or proposed changes in laws or regulations or differing interpretations or enforcement thereof affecting our business, adverse market reaction to any indebtedness we may incur or securities we may issue in the future, changes in market valuations of similar companies or speculation in the press or investment community, announcements by our competitors of significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures or capital commitments, adverse publicity about the industry we operate in or individual scandals. Consequently, in response to these events, the market price of our ADSs could decrease significantly, and purchasers of ADSs could incur substantial losses. In addition, share sales by major shareholders, and the perception that significant sales could occur, may have an adverse impact on the price of our shares and ADRs.
In addition, holders of ADSs may face more difficulties in exercising their voting rights as shareholders than they would if they held ordinary shares directly. For instance, under the Turkish Commercial Code and the relevant provisions of our Company’s internal regulations, the shareholders whose names are stipulated in the attendance list or the representatives thereof shall have the right to attend a shareholders’ meeting by submitting their ID cards and/or their letter of proxy at the place of meeting. A holder of ADSs will not be able to meet these requirements and, accordingly, is not entitled to attend shareholders’ meetings. Instead, a holder of ADSs is entitled to instruct the depositary as to how to vote the shares represented by ADSs, in accordance with procedures provided for in the deposit agreements, but a holder of ADSs will not be able to vote its shares directly at a shareholders’ meeting. Because of the extra procedural step involving the depositary, the process for exercising voting rights will take longer for holders of ADSs than for holders of ordinary shares. ADSs for which the depositary does not receive timely voting instructions will not be voted at any meeting.
ITEM 4. INFORMATION ON THE COMPANY
4.A History and Development of the Company
Turkcell İletişim Hizmetleri Anonim Şirketi is a joint stock company organized and existing under the laws of the Republic of Türkiye, was formed in 1993 and commenced operations in 1994. In July 2000, we completed our initial public offering with the listing of our ordinary shares on the Borsa İstanbul and our ADSs on NYSE. In October 2020, TVF BTIH, a subsidiary of TWF, the wealth fund of the Republic of Türkiye, acquired control of 26.2% of the outstanding shares of our company, making it our largest shareholder. 19.8% of our shares are controlled by our second largest shareholder IMTIS Holdings S.á r.l. (“IMTIS Holdings”), an entity in which Letterone Investment Holdings S.A. has an indirect economic interest.
As Türkiye’s leading premium operator based on ICTA, Turkcell holds the largest mobile spectrum portfolio in the Turkish market. Following the 5G spectrum tender that was held on October 16, 2025, Turkcell has a total spectrum bandwidth of 394.4 MHz, which increased from the 234.4 MHz held prior to the auction. With the introduction of 5G services nationwide, Turkcell’s network supports end user speeds exceeding 2 Gbps, enabling customers to enjoy a better network experience and to access mobile services at speeds comparable to fiber broadband.
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In the 5G spectrum tender, Turkcell secured a total of 160 MHz of additional spectrum across the 700 MHz and 3.5 GHz bands. Specifically, the Company was awarded 2x10 MHz FDD bandwidth in the 700 MHz band and 140 MHz of TDD bandwidth based on spectrum capacity in the 3.5 GHz band. These spectrum rights are valid through December 31, 2042. By acquiring the maximum allowable bandwidth under the tender’s spectrum caps, Turkcell reinforced its market leadership with a 41.6% share of the total mobile spectrum allocated to the operators in Türkiye. Commercial utilization of the newly acquired frequencies commenced nationwide on March 31, 2026, successfully preceding the targeted April 1 timeline and marking a significant milestone in our network evolution. Turkcell’s 5G rollout encompasses Non-Standalone (“5G NSA”) and Standalone (“5G SA”) data architectures, complemented by Voice over New Radio (“VoNR”) to provide a complete 5G service portfolio.
Our Company is obliged to pay a monthly treasury share to ICTA, amounting to 15% of our gross revenue. Of this amount, 90% is considered as the treasury share, while remaining 10% is allocated to the universal service fund. In addition, the Company pays annual contributions in an amount equal to 0.35% of net revenue towards the ICTA’s expenses and 5% of net revenue to the ICTA as a frequency fee (TRx). Along with the new 5G allocation, Turkcell has obtained renewal rights for its existing authorizations (2G, 3G and 4.5G) from April 1, 2029 to December 31, 2042. Within this scope, during the period between April 30, 2029, and December 31, 2042, each year, 5% of gross sales revenues (excluding VAT) from mobile services will be paid to the ICTA.
Our Company is also developing its fixed line networks, including fiber-optics connecting directly to the home, creating a fiber-to-the-home (“FTTH”) network. In order to fill the gap in the areas where fiber cannot be provided, feasibly deployed, or that are constrained by xDSL service, an alternative fixed wireless access (“FWA”) solution is also offered. Under the Universal Service Laws, we pay the Turkish Treasury a yearly treasury share equal to 1% of annual net revenue from fixed services and pay annual contributions of 0.35% of net revenue to the ICTA’s expenses.
Turkcell through its Turkcell Dijital İş Servisleri A.Ş. (“Turkcell Digital Business Services”) subsidiary, operates in the data center and cloud infrastructure business and continues to seek to expand in this sector through partnerships. Turkcell and its subsidiaries (“Turkcell Group”) entered into a strategic partnership with Google and its subsidiaries (“Google Cloud”) to support the delivery of Google Cloud services across industries in Türkiye and to accelerate the adoption of cloud services by cloud customers. As part of this collaboration, Turkcell will provide the infrastructure for a planned new Google Cloud region in Türkiye, which is expected to become operational in or around the 2028–2029 timeframe. This new Google Cloud region will consist of three or more zones and further expand Turkcell’s data center portfolio. In addition to acting as a trusted Google Cloud partner and reseller in the market, this initiative is expected to strengthen Türkiye’s digital ecosystem by enabling high-performance, low-latency cloud services, supporting local data residency requirements. By responding to growing demand for cloud solutions, this partnership is expected to contribute to Turkcell’s long-term growth in data center capacity and cloud-related revenues.
We have a strong track record of profitable operations with total revenues of TRY 241.5 billion, Adjusted EBITDA of TRY 104.0 billion and net income of TRY 17.6 billion for the year ended 2025 (excluding non-controlling interests). We have achieved these results while continuing to invest in our network to support our strategy of offering quality services and innovative solutions, with capital expenditures totaling TRY 90.0 billion for the year 2025. For a description of our capital expenditures and divestitures, see “Item 5. Operating and Financial Review and Prospects—A. Operating Results” and “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources.” For information on principal projects recently developed, in progress and anticipated, see “—B. Business Overview” and for our methods of financing “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources.”
At year-end 2025 we had 46.2 million subscribers for the Group compared to 45.2 and 44.6 million in 2024 and 2023 (on a comparable scope basis, excluding the subscribers of the Ukraine subsidiaries sold in 2024 referenced below). In addition to our operations in Türkiye, we have international operations in Belarus and Turkish Republic of Northern Cyprus. For more information, see “—B. Business Overview—IX. International and Domestic Subsidiaries.” On December 29, 2023, we signed a share transfer agreement with NJJ Capital for the sale of our Ukrainian subsidiaries lifecell LLC (“lifecell”), UkrTower LLC (“UkrTower”) and Global LLC. On September 9, 2024, the Company announced that the transfer of shares, along with all rights and liabilities of lifecell, LLC Global, and UkrTower had been completed.
We are the only company listed on both the NYSE and the Borsa İstanbul, and had a market capitalization of TRY 4.8 billion as of December 31, 2025. Turkcell has also been included on the Borsa İstanbul Sustainability Index since 2014, and is part of Borsa İstanbul Sustainability 25 Index, consisting of companies with high performance on corporate sustainability.
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The SEC maintains a website (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of our principal office is Turkcell İletişim Hizmetleri A.Ş., Turkcell Küçükyalı Plaza, Aydınevler Mahallesi, İsmet İnönü Caddesi, No:20, Küçükyalı B Blok Ofispark, 34854, Maltepe/İstanbul, Türkiye. Our telephone number is +90 (212) 313 10 00. Our internet address is https://www.turkcell.com.tr. Our authorized agent in the United States is Puglisi & Associates, 850 Library Ave., Suite 204, Newark DE 19711. The contents of our website and other websites referred to herein are not part of this Annual Report.
4.B Business Overview
Since 1993, Turkcell has played a central role in the development of the telecom industry in Türkiye, first as a traditional mobile operator, then as a converged telecom operator and digital service provider, and most recently as a technology and telecommunications company. Over recent years, we have strived to pioneer the provision of digital services in the telecom industry and at the same time, have retained our position as the mobile market leader in Türkiye on the back of our service quality, value proposition and strong distribution network. In line with this strategic vision we provide a wide range of cutting-edge digital services over our leading network, on top of offering high-end mobile and fixed voice and data services. We are a technology company maintaining our strong position in the market due to our customer-oriented approach as well as our ability to quickly provide diverse solutions to meet our customers’ communication and digital needs throughout the day. Our organizational structure reflects our aim of increasing efficiency and simplifying our business processes, as well as strengthening our position as a provider of mobile and fixed broadband communications, digital services, digital business services and techfin services.
We operate under a GSM (2G) license granted in April 1998, which was renewed on March 31, 2023 for a further six years until April 30, 2029, a 20-year 3G license granted in April 2009 and a 13-year 4.5G authorization certificate granted in October 2015. In the 4.5G (IMT) auction held on August 26, 2015, we were awarded a total frequency band of technology agnostic 172.4 MHz, the largest amount of spectrum of any operator in Türkiye. We commenced offering 4.5G services from April 1, 2016. The 4.5G license is effective for 13 years until April 30, 2029. Most recently, in the 5G spectrum tender held on October 16, 2025, Turkcell secured an additional 160 MHz of spectrum across the 700 MHz and 3.5 GHz bands. Along with the new 5G allocation, Turkcell has obtained renewal rights for its existing authorizations (2G, 3G and 4.5G) from April 1, 2029 to December 31, 2042.
We have differentiated our network through its quality and speed of service built on extensive spectrum rights covering 41.6% of the total spectrum available to mobile operators in Türkiye, with a wide network coverage. We have also focused on building an advanced fiber network to support our mobile and fixed offerings, including broadband and TV services. We have our own fiber network of 67.1 thousand km that is currently capable of offering up to 10 Gbps.
Through our extensive investments in LTE Advanced infrastructure, we became the first operator in Türkiye to support NarrowBand-Internet of Things (“NB-IoT”), which is required for new generation innovative applications on LTE Advanced networks. Use of this technology is now available on request across our whole LTE footprint and enables machines to communicate faster and more effectively. Furthermore, through our Cat-M network support which enables fleet management, asset tracking and smart metering, and which is presently supported by few operators in the world, we are able to provide higher data transfer throughput and have more mobility for machine-to-machine communications.
Turkcell’s broad spectrum and strong 4.5G infrastructure are poised to support a smooth transition to 5G, which we launched on March 31, 2026. The existing spectrum assets and network equipment facilitate 5G speeds through a dual approach: initially using 4.5G and 5G frequency bands in NSA mode, followed by the eventual conversion of 4.5G frequencies bands to 5G, utilizing our modern 4.5G and 5G infrastructure. With this approach, we aim to boost maximum 5G speeds, creating a competitive edge in the market.
We had 46.2 million subscribers for the Group, including Türkiye, Belarus and the Turkish Republic of Northern Cyprus as of December 31, 2025. In Türkiye, we had 43.9 million total subscribers (39.1 million mobile, 3.3 million fixed and 1.4 million IPTV subscribers) as of the same date.
The Group had previously divided its main operating segments into three groups: Turkcell Türkiye, Turkcell International, and Techfin. As of March 31, 2025, consistent with the Group’s strategy to provide integrated communications and technology services and to ensure economic integrity, the Group revised its operating segments in accordance with IFRS 8 Operating Segments. The Group’s segments are now “Turkcell Türkiye” and “Techfin” and “Other.” See “Item 5. Operating and Financial Review and Prospects—V. Reportable Segments and Reporting Currency.”
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I. Industry
a. Overview
Mobile telecommunications technologies evolve at a very fast pace and, approximately every decade, a new generation of advanced cellular technology becomes available for use in mobile networks. These technology transitions enable an enhanced user experience via the introduction of higher data speeds, reduced latencies, and larger capacities, thereby paving the way for more advanced applications for end users.
Since Turkcell started its operations in 1994, mobile technology has evolved from GSM (2G) to UMTS/HSPA+ (3G) to LTE/LTE-Advanced (4G/4.5G), and to 5G, delivering significant improvements in capability and customer experience. 2G was originally intended to carry voice, with some limited data and messaging capabilities, whereas the focus in 3G shifted more toward data, along with simultaneous voice and data capabilities. 4G has brought fully IP-based architecture where everything is considered data. The advent of 4G/4.5G technologies has enabled the introduction of increasingly sophisticated services featuring lower latency and higher data speeds, and capabilities to provide a variety of enriched services beyond mobile broadband, especially for vertical markets such as health, smart cities, transportation, agriculture, education and entertainment.
Turkcell currently offers services over 2G, 3G, 4.5G and 5G technologies. Traffic on 2G and 3G networks has been steadily declining as customers upgrade their devices, SIM cards and subscriptions and demand higher data speeds. Following the conclusion of the 5G spectrum auction on October 2025, nationwide 5G services were commercially launched in Türkiye on March 31, 2026. In anticipation of this transition, the Company had begun strategically evolving its network architecture to meet next-generation technical requirements and ensure seamless integration. Prior to the full-scale rollout, Turkcell participated in a localized commercial 5G pilot at İstanbul Airport in July 2022 in collaboration with other mobile network operators.
Turkcell has upgraded LTE base stations to support 5G service in existing frequency bands and is rolling out 5G base stations to operate on newly acquired 5G spectrum. In addition, as 5G sites require significantly higher backhaul capacity, Turkcell is upgrading transport infrastructure and expanding fiber connectivity to its sites to support higher bandwidth requirements, which will be critical for large-scale deployment of 5G base stations.
Türkiye has a wide range of fixed broadband services including fiber, cable, FWA, and xDSL (ADSL or VDSL services). xDSL services are the most commonly used fixed broadband services in Türkiye where Türk Telekomunikasyon A.Ş. (“Türk Telekom” and together with its mobile segment Türk Telekom Mobil (“TT Mobil”) and TTNET, the “Türk Telekom Group”) is the incumbent operator in these services. xDSL services are provided over copper lines with limited data transmission capacity. There are also a number of alternative internet service providers delivering xDSL services using Türk Telekom’s infrastructure, primarily on a regional basis. The fixed broadband market has been shifting from xDSL services to fiber infrastructure, given the higher speed and capacity demanded by customers. Fiber technology offers superior capacity, delivering high-speed connections ranging from 10 Mbps to 10 Gbps. While fiber penetration in Türkiye currently presents a significant growth opportunity compared to other Organization for Economic Cooperation and Development (“OECD”) averages, our Company is strategically positioned to bridge this gap. We are committed to expanding our fixed-line infrastructure, with a particular focus on Fiber-to-the-Home (FTTH) solutions. In order to fill the gap in the areas where fiber services cannot be provided, feasibly deployed, or that require higher speed internet services than provided by xDSL service, an alternative FWA solution is also offered by the Company. This solution, branded as Superbox, has become a success for broadband access in areas where fiber penetration is limited or not available at all.
b. The Turkish Telecommunications Market
We believe that the Turkish telecommunications market holds growth potential, supported by favorable demographics – such as a relatively young, tech-savvy population combined with an earlier age of first mobile device ownership and lower penetration levels compared to Western Europe and other developed markets. Additionally, the 2026 5G launch presents opportunities in IoT business and increasing data usage. According to a TurkStat announcement, as of December 31, 2025, the estimated median age of the Turkish population was 35, lower than elsewhere in Western Europe, with the majority of the total population of 86.1 million people living in urban areas.
There are currently two other major operators in the telecommunications sector in Türkiye apart from Turkcell: Türk Telekom and Vodafone Telekomunikasyon A.Ş. (“Vodafone”).
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Acquired in March 31, 2022, 60% of the shares of Türk Telekom are held by our largest shareholder, TWF (for which they also hold an additional 1.68% of shares in its free float). The Republic of Türkiye’s Ministry of Treasury and Finance owns a 25% stake and the remaining 15% of Türk Telekom shares are publicly traded.
Vodafone Türkiye is a privately held company, through which Vodafone entered the Turkish mobile market by acquiring Telsim on May 24, 2006 from the Savings Deposit Insurance Fund.
II. Strategy
Since its establishment in 1994 as Türkiye’s first GSM operator, Turkcell has played a defining role in the development of the telecommunications sector. Over time, in line with our convergence strategy, we expanded beyond mobile services into fixed broadband services and evolved into an integrated operator. As a next step, by developing our digital product and service competencies, Turkcell adopted a digital operator vision. While telecommunications remains our core business, today we are positioned as a technology and communications company, with a strong focus on emerging technologies and increasing investments, aiming to become a technology leader in Türkiye.
In line with this aim, our roadmap for 2026 is centered on strengthening our strong infrastructure of mobile and fiber networks along with developing state-of-the-art data centers.
Turkcell has been the market leader in terms of mobile network coverage in Türkiye with the largest spectrum holdings acquired in each of the 3G, 4G, and 5G tenders, leading mobile network speeds and population coverage exceeding 99.9% (based on Company calculations using industry-standard simulation tools and methodologies in accordance with applicable ICTA guidelines). We further consolidated this leadership position following the 5G spectrum tender held in October 2025. By securing the maximum permitted spectrum under the tender rules, Turkcell has widened the gap with its competitors in terms of spectrum assets. With the launch of 5G services on March 31, 2026, we are determined to utilize our experience and innovative capabilities for new advanced services along with our extensive coverage and fastest network.
In our fiber business, we continue to expand the roll-out of our fiber network in order to increase residential access and support 5G infrastructure. We focus not only on network expansion, but also on delivering the best customer experience with the fastest fiber connectivity in Türkiye.
In light of the strong growth of cloud services and AI, we continue to develop next generation data centers. As Turkcell, we estimate that we are Türkiye’s largest data center operator and market leader based on the IT capacity that we operate. We aim to drive growth in the cloud business through strategic partnerships. In November 2025, we announced a strategic partnership with Google Cloud to establish Türkiye’s first hyperscale regional data centers, a major milestone for the country’s digital infrastructure. Turkcell plans to invest USD 1 billion by the end of 2032. The new Google Cloud region in Türkiye will deliver a broad suite of services, including data storage, cybersecurity and AI, thereby positioning the country as a regional hub for advanced cloud technologies.
Along with a strong focus on data center and cloud business, we also cover a large range of other digital B2B services. Turkcell Digital Business Services, our technology service provider company, continues to provide tailor-made, end-to-end ICT solutions, which include connectivity, security services, system integration and managed services, new generation technologies and business applications. As part of our B2C services, our unique portfolio of digital services, such as TV, music, data storage and digital communication, are made available to our customers through our market-leading telecommunication capabilities. This sets us apart from global OTT players. Additionally, we continue to deliver digital financial services, or “techfin services.” Through digital financial services, we strive to provide our customers with a complete portfolio of digital solutions to meet their financial needs and address the ongoing demand in digitalization of the payments ecosystem.
With the aim of maximizing shareholder value, we continue to pursue our efficiency and optimization orientation. One of the most important components of our optimization strategy is energy management. We anticipate that energy will be one of our leading cost items in the short to medium-term. By further investing in renewable energy, we aim to partially balance our group energy costs and increase energy efficiency.
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For the effective management of our capital, we adopted an approach of portfolio optimization, in which we systematically review our wide range of products and services to keep the product range dynamic and to ensure continuous simplification and focus. We strive to maintain continuous efficiency by strategically allocating our resources to the most effective areas, supported by ongoing evaluation and optimization from both strategic and financial perspectives. We also have a corporate venture capital fund dedicated to investing in start-ups. Finally, we continuously assess macroeconomic conditions and explore opportunities within some of our subsidiaries to unlock their value.
We are increasingly integrating data analytics and artificial intelligence into our processes to enhance operational excellence. Internally, we use artificial intelligence to optimize processes such as customer support and experience, operational planning, predictive analytics, network technical support, robotic process automation (RPA) and intelligent automation. As a leading technology company, we are also focused on “things for people,” pursuing growth opportunities in fields such as digital health, wearables and smart home systems. As a pioneer of value-delivering, sustainable technologies in the industry, we are actively exploring transformative technologies such as 6G and satellite systems with industry leaders. We may advance our capabilities in emerging technologies such as AI, IoT and satellite communications through strategic partnerships with leading companies that have deep expertise in their respective fields.
Sustainability is one of the key pillars of our strategic plan. With our net zero target for 2050 as the core objective, we aim to advance our operations in alignment with sustainability principles at global standards.
Our core principle across all our business activities and sectors is to maintain a people-centric approach. We are committed to providing a unique experience for both our customers and our employees. To better understand our customers, we leverage our analytical capabilities and embrace digitalization to enhance their overall experience. Our focus is on providing an effortless, personalized, and consistent experience that ensures security, value, and customer satisfaction. When it comes to employee satisfaction, we are committed to supporting their physical, social, financial, and psychological well-being. Additionally, we aim to strengthen our corporate culture, enhance talent management, and implement a strategic workforce management project to drive long-term success.
III. Customer Segmentation and Services
a. Customer Segmentation
In Türkiye, as of December 31, 2025, we had a total of 43.9 million subscribers including 39.1 million mobile subscribers, 3.3 million fixed broadband subscribers and 1.4 million IPTV subscribers.
Turkcell Türkiye divides its customers into three main categories: consumers, corporate and wholesale. Within each category, Turkcell further divides its customers into specific segments and sub-segments.
The aims of the segmentation are to:
| ● | attract new customers; |
| ● | increase the loyalty of existing Turkcell customers; |
| ● | respond to the changing needs of customers with the support of digital services; |
| ● | ensure brand loyalty; |
| ● | create a seamless series of positive brand experiences across all customer interaction points; and |
| ● | maximize our value proposition by making the right offers to the right customers using analytical competencies. |
As part of our focus on customers and our strategic vision to provide digital services, we take actions designed to increase our customer base and customer loyalty, in line with the targeted segments’ lifestyles, needs, priorities, and expectations. Turkcell Türkiye’s three main customer categories are described below.
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Consumer Category
Our consumer category comprises mobile and fixed broadband customers. Mobile subscribers within this category are managed under the mass segment or within three major sub-segments: youth, women and premium. In addition, we apply a micro-segmentation approach, aligning each customer with tailored offers that best meet individual needs and expectations. In line with our strategy to strengthen our position as a digital service provider and expand our customer base, Turkcell offers a wide range of campaigns and digital services, including BiP, fizy, TV+, and lifebox, in response to market dynamics and customer demand.
Fixed broadband customers are consolidated under a single residential segment and managed within the consumer category alongside mobile consumers. This structure is intended to enhance synergies between mobile and fixed businesses. The residential segment includes fiber internet customers served through Turkcell’s own fiber infrastructure, as well as DSL, fiber and cable customers, served through resale arrangements. Turkcell’s fixed wireless access service, Superbox, is also managed under the residential segment.
Corporate Category
The corporate segment for our mobile and fixed services comprises small and medium businesses as well as enterprise customers. We deliver customized mobile and fixed communication solutions tailored to the specific needs of each segment. In parallel, we facilitate our customers’ digital transformation through an integrated portfolio of digital business solutions aimed at improving operational efficiency, strengthening connectivity and supporting sustainable long-term value creation.
Wholesale Category
Our wholesale category focuses on managing wholesale voice, data, roaming, tower and digital services with the national licensed operators, international operators and network-centric business owners such as data centers and content providers.
For roaming services, the wholesale category strives to achieve the best international coverage for customers to have continuous communication wherever they travel and to enable all visitors to enjoy the service quality of Turkcell.
For wholesale data and voice services, our main strategy is to become the regional junction point in an increasingly digitally hyper-connected world, and while promoting our infrastructure in the international market, we are focused on growing as a preferred wholesale partner of local operators in the domestic market as well.
b. Services
We are one of the most valuable brands in Türkiye, which we attribute to our focus on superior technology, a wide subscriber base and being recognized as a leading brand. We provide high-quality mobile and fixed voice, data, TV and digital services to our subscribers throughout Türkiye over our advanced network, and have developed to become what we believe to be the premier mobile service provider in Türkiye by differentiating ourselves from our competitors through our analytical capabilities and strong customer insights.
Our mobile subscribers can choose between our postpaid and prepaid services. As of December 31, 2025, we had 7.6 million prepaid and 31.5 million postpaid subscribers, compared to 9.2 million prepaid and 29.1 million postpaid subscribers as of end of 2024. Postpaid subscribers increased to 80.7% of our mobile segment at the end of 2025, up from 76.0% at the end of 2024, reflecting our strategic objective to enhance the postpaid composition of our total mobile subscriber base. Currently, the majority of postpaid subscribers sign a subscription contract for 12 months and receive monthly bills for services.
Turkcell provides a range of fixed services in Türkiye including, broadband, voice and IPTV to consumers, as well as a broader portfolio of services to corporate customers, ranging from traffic carriage to cloud-based solutions. These services are delivered through a combination of Turkcell’s own fiber infrastructure, infrastructure-sharing arrangements and leased lines.
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Accordingly, Turkcell offers fixed broadband services over the cable infrastructure of Türksat, the government-owned provider of cable and wireless broadcasting, high-speed internet and direct-to-home broadcasting services in Türkiye. In addition to providing cable, fiber, and DSL services through the infrastructure of other internet service providers, Turkcell began offering fiber services over the infrastructure of Türk Telekom, the incumbent, at the beginning of 2025. Fixed broadband subscribers are categorized as “Turkcell Fiber” and “Resell Fixed Broadband.” As of December 31, 2025, we had 3.3 million fixed broadband customers, including 2.6 million Turkcell Fiber customers, served through our own infrastructure and 713 thousand Resell Fixed Broadband customers (611 thousand ADSL, 26 thousand cable, and 76 thousand fiber). This compares to 3.2 million fixed broadband customers as of December 31, 2024, including 2.5 million Turkcell Fiber customers served through our own infrastructure, 779 thousand Resell Fixed Broadband customers (738 thousand ADSL, 35 thousand cable, and 5 thousand fiber customers). In addition to conventional telecommunication services (mobile and fixed broadband services), we also provide a range of digital services related to communication, data center, cloud to enterprises, techfin services as well as music streaming, entertainment to individuals and cybersecurity.
(i) Voice Services
Voice services are among the key services that we provide to our customers. Voice services consist of high-quality mobile communication services on a prepaid and postpaid basis and fixed voice services for consumers and corporate customers.
(ii) Broadband Services
Our broadband services consist of mobile broadband, fiber to the home/building, xDSL, cable and FWA over our mobile network.
Our capability to offer 4.5G in all of 81 cities in Türkiye has resulted in increased network abilities and data speeds. We believe that 4.5G services coupled with the wider availability of technological products has contributed to a more connected life for our customers, resulting in an increase in overall internet usage. As of December 31, 2025, the number of subscribers who have signed up for 4.5G on our network was 36.6 million. This represents 94% 4.5G subscriber penetration of our mobile subscribers in Türkiye.
Smartphones, which combine the features of a mobile phone with those of other digital mobile devices (e.g., personal digital assistants, media players, GPS navigation, digital cameras, etc.) and have an operating system (e.g., iOS, Android, etc.) that allows access to the internet and runs a variety of third-party and proprietary software applications, are an important component of the growth of our mobile broadband and digital services businesses. Smartphone penetration on our network reached 91.1% by the end of 2025, slightly up from a 90.8% penetration during the same period in 2024. With the increasing demand for data, average mobile data usage reached 20.0 GB per month in 2025, as compared to 18.2 GB per month in 2024, while average mobile data usage of 4.5G users reached 20.7 GB per month in 2025, as compared to 19.2 GB per month in 2024. The table below shows the number of smartphones on our network and smartphone penetration for the periods indicated:
|
|
2025 |
|
2024 |
|
2023 |
|
Number of smartphones on our network (millions) |
|
28.8 |
|
28.8 |
|
28.7 |
|
4.5G compatible smartphone share in total smartphones |
|
96 |
% |
95 |
% |
94 |
% |
Penetration(1) |
|
91.1 |
% |
90.8 |
% |
89.8 |
% |
| (1) | Smartphone penetration is calculated as the ending number of smartphone subscribers (excluding smartphone subscribers with deactivated status) divided by the ending number of Turkcell mobile voice subscribers (excluding Turkcell subscribers with deactivated status). |
Our distributor, dealers, Financell (our finance company), and Turkcell offer joint campaigns to subscribers, which may include the sale of devices by the dealer and a communication service to be provided by us. In addition, we sell handsets ourselves as a principal bearing inventory risk. A variety of devices are offered through these campaigns, such as smartphones, LTE-enabled modems and tablets and some complementary products, including accessories, game consoles, headsets and virtual reality sets. We deliver attractive joint campaigns with models of brands in high demand and some local handset manufacturers. We believe this contributes to increased smartphone penetration and data usage, further building customer loyalty by offering a technologically advanced product at a competitive plan.
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When we sell goods or services as a principal, income and payments to suppliers are reported on a gross basis in revenue and operating costs, respectively. If we sell goods or services as an agent, revenue and payments to suppliers are recorded in revenue on a net basis, representing the margin earned.
We offer fixed broadband internet tariffs to our residential customers. We also offer internet and TV bundles, where we benefit from the use of our own fiber infrastructure. We rely on the incumbent’s network to provide fixed broadband and other services outside our own fiber infrastructure, and in these circumstances, we differentiate our offering through our unique brand and our competitive customer service. We do not offer IPTV service on DSL because our TV technology is IP-based and has a multicast structure, and for technical reasons DSL infrastructure cannot support this type of service, however, we have alternative solutions that also work with xDSL services, like TV+ Pro.
While Turkcell Superonline has made significant progress in the fixed broadband business, we believe there remains further opportunity for growth in Türkiye’s fixed internet penetration. With the acceleration of digital transformations, the demand for faster connections has become mandatory in fixed broadband services. Recognizing this need, we have been focusing on increasing the penetration of ultra-fast broadband speeds, particularly in offering 1,000 Mbps services. Over the past three years, we have concentrated our efforts in expanding the reach and adoption of 1,000 Mbps services, ensuring that our customers benefit from the latest in fiber connectivity. By providing these speeds, we not only meet the growing needs of our users but also differentiate ourselves from the competition, supporting ARPU levels and further decreasing churn rates. The ratio of new customers subscribing to these packages increased from 10% in 2024 to 28% in 2025.
In addition to the internet and TV bundles, our residential broadband customers are offered fixed broadband and fiber device bundled campaigns, where specific models of new technology devices are offered to customers with 24-month internet service contracts.
We also serve our customers with our FWA service “Superbox,” which offers wireless high-speed internet access for customers and is primarily preferred by those who are at locations with no fiber infrastructure. Superbox is the first and the widest FWA service in Türkiye. The required equipment is included in the subscription plan and uses the LTE Advanced network as a backhaul to provide internet connectivity in customers’ premises. Globally, FWA services have an expanded addressable market with the rollout of 5G technology, further enhancing accessibility. Following the 5G tender held in October 2025, we introduced our 5G Superbox-ready tariffs. Superbox subscribers are considered as mobile subscribers as the service is provided over our mobile network.
(iii) Digital Services and Solutions
Over recent years, Turkcell has developed its own digital services and solutions. Turkcell offers a broad portfolio of mobile applications which are available for download on application stores by all users regardless of their choice of mobile operator. These applications are developed and maintained by Turkcell’s in-house mobile application development teams. In 2025, we had 4.4 million standalone paid users.
- BiP is a free, reliable, friendly, and solution-oriented platform that connects all of its users in 192 different countries. BiP aims to meet all communication needs of its users with fast and secure instant messaging, HD voice and video calls. Users can enjoy outstanding messaging features such as disappearing messages, instant automated translation for more than 100 languages and money transfer. BiP differentiates itself with advanced features like Discover services for corporate and personal use, and a Channels section for audience engagement. It also includes a Status section for 24-hour content sharing and an ‘Emergency’ button that alerts pre-selected contacts with the user’s location.
- TV+ is a multi-screen TV platform launched in 2014, providing over 150 channels for subscribers to enjoy an enhanced television experience. Distinguished by features such as live stream pause and rewind, cloud recording, and the ability to switch between four screens, TV+ supports Ultra HD 4K content and is accessible on various platforms including Apple TV, Android TV, TV+ Pro and Smart TV applications. TV+ Ready is the first to introduce a bundled Android TV offer in the Turkish market, allowing users access to additional apps through the Google Play store. In addition to TV+’s ease of use; the platform strengthens its archive in sports, TV series, movies, children’s content and documentaries to increase the loyalty of its users. In 2025, we expanded our premium content offering on TV+ through strategic technology integrations and content partnerships with leading global studios, including a deep integration with HBO Max and a curated film catalog agreement with Apple TV. According to Information and Communications Technology sector report for the third quarter 2025, TV+ has 17.3% market share in IPTV market, being in the fourth position, based on number of customers.
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- fizy is an audio streaming service offering more than 87 million songs, podcasts, videos, audiobooks and radio channels with high quality sound. The service is available through subscription plans such as premium music, premium audiobook, student, family and duo, which are offered on monthly or yearly terms and include data allowances. Premium users can stream ad-free, listen and enjoy offline access to music and audiobooks, and experience higher sound quality. Premium users can access the service with ad-supported listening, allowing them to stream music while experiencing fizy. The application uses enhanced-AI technology for increased personalization.
- lifebox, Turkcell’s personal cloud service, provides worldwide users with a secure space for photos, documents, contacts, and videos, along with auto-sync and easy sharing features. Users receive 5GB of free storage upon downloading, and the service includes AI-driven features like PhotoPick for Instagram. Launched in 2020, “lifebox transfer” facilitates fast, free file sharing.
- GAME+ is a gaming platform through which we started offering a brand-new experience in 2021, initially over Turkish servers as part of our cooperation with the world’s most popular cloud gaming platform, NVIDIA GeForce NOW. As the platform evolved, GAME+ expanded beyond cloud gaming and now also offers Ubisoft+, making it a comprehensive gaming platform. By combining cloud gaming technology with a game subscription service, GAME+ eliminates the need for powerful hardware, expensive devices, or large disk space. With GAME+, users can easily access high-quality games and premium gaming content without the traditional hardware limitations.
Digital Identity Management Services
Mobile Signature, introduced in 2007 as the world’s first mobile signature solution, employs public key infrastructure (“PKI”) on SIM cards. This innovative technology enables mobile subscribers to legally sign electronic documents and transactions in a manner equivalent to a wet-ink signature. As of 2025, Mobile Signature has reached 96 thousand subscribers, allowing users to securely verify their identity and conveniently conduct transactions in the digital realm.
One-Time Password (OTP) is used by service providers as a secondary factor for authentication of transactions. The service allows providers to send a single-use password via SMS to their end users to ensure transaction security. It is commonly used by banks and other financial institutions for online banking and login transactions.
Turkcell Advertising Solutions provides digital advertising services for SMBs, including targeted SMS and bulk SMS, display and social media advertising, enabling measurable and performance-oriented campaigns. For agencies and large brands, the platform offers media planning and campaign execution across alternative digital channels beyond Turkcell-owned platforms, leveraging data-driven targeting, optimization and reporting capabilities.
(iv) Digital Business Services
Turkcell Digital Business Services acts as a driver of digital transformation for thousands of companies in Türkiye. By integrating Turkcell’s telecommunication expertise with its role as a “Digital Transformation Business Partner,” we deliver comprehensive end-to-end solutions that address the evolving needs of both private and public enterprise customers. Furthermore, we implement projects with high value propositions while helping our clients increase their profits by lowering operating costs and/or generating higher revenue.
Our strategy is rooted in leveraging connectivity services, system integration, and managed services, data center and cloud solutions, and next-generation technologies such as business applications, IoT, AI, and big data analytics.
This portfolio, combined with our core telecommunication capabilities, allows us to lead in critical dimensions in ICT. According to IDC reports, we are the leading ICT solutions provider in Türkiye in terms of revenues. We aim to sustain this leadership by providing tailored digital solutions that streamline operations and improve customer satisfaction in a fast-evolving market.
In 2025, Digital Business Services revenues reached TRY 22,759.1 million, up 24.7% from TRY 18,255.7 million in 2024. This growth was driven by growth in recurring services revenues, which increased by 21.5% to TRY 16,477.9 million in 2025 from TRY 13,566.7 million in 2024. On the other hand, hardware revenues increased to TRY 6,281.2 million in 2025 up 34.0%, from TRY 4,689.0 million in 2024.
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Fixed telco & Cyber Security Services
We serve the Turkish market with our 68 thousand km end-to-end fiber infrastructure, enabling us to provide superior quality service. Turkcell’s value proposition of connectivity infrastructure has three main components: fixed data services, fixed voice and unified communications services and cyber-security services.
Turkcell provides telecommunication services by using its own fiber infrastructure, mobile network capabilities and other communication technologies to meet the connectivity needs of its corporate customers.
With Turkcell’s carrier grade software-defined networking in a wide area network (“SD-WAN”) infrastructure, Turkcell serves traditional and next generation network services within a single solution. Turkcell intends to continue to keep on building a multi-vendor architecture with a white-box approach onboarding several more of the leading software vendors under the Turkcell SD-WAN and SD Security offerings.
Managed Security Services are provided to corporate customers for their cyber-security needs and includes DDoS protection, managed firewall services, endpoint security (XDR-MDR) services, new generation security services such as penetration and vulnerability services, threat intelligence services, managed security operation center and security orchestration automation response service.
At the beginning of 2021, Turkcell started offering cloud-based security services, which enables flexible capacity offerings with different security products and vendors. With this initiative Turkcell’s cloud-based security service portfolio gained quick installation capabilities. Turkcell is currently offering several main security vendors’ products on its own cloud infrastructure and plans to add new vendors to its security portfolio.
Turkcell manages a “Security Operation Center” named “Cyber Defense Center – CDC,” which allows enterprise customers to take a holistic security approach by enabling them to collect security logs and correlate items to proactively detect security incidents. Turkcell also manages a Security Orchestration, Automation and Response (SOAR) service. With this service, customers’ security incidents can be immediately notified to customers via e-mail, automatically assigned to analysts and response actions taken in other network tools.
As of December 31, 2025, Turkcell managed over 7.2 thousand cyber security services in total for around 3.6 thousand customers.
Data Center & Cloud Services
Turkcell offers a wide range of data center solutions to its corporate customers. These services range from co-location solutions to cloud infrastructure (next generation virtual servers and virtual data centers), backup, disaster recovery, kubernetes-as-a-service, finance cloud and security services. As of the end of 2025, Turkcell managed over 26,000 virtual servers and protected more than 35 petabyte of data for its corporate customers. Given the demand in the market and the recent signing of our strategic partnership with Google Cloud as described below, we aim to make further investments in data centers over the next years.
Turkcell currently manages 32 data centers, four of which are classified as new-generation data centers and are also available for third-party sales. These new-generation data centers hold Tier III certifications (Design, Facility and Operations) from Uptime Institute, as well as LEED Gold, PCI-DSS and ISO 9001, ISO 27001, ISO 27017, ISO 20000, ISO 22301, ISO 10002, ISO 50001, ISO 45001, ISO 14001, ISAE 3402 and TSE 50600 certifications.
As of December 31, 2025, our four new-generation data centers in Türkiye had a total design white space capacity of 31,550 sqm and a total potential IT power capacity of 54 MW, of which 50 MW has been commissioned as active capacity.
| ● | Kocaeli Gebze Data Center, opened in 2016, has 10,000 sqm white space and 17 MW of total IT energy capacity on an area of 33,000 sqm. |
| ● | İzmir Data Center, opened in 2018, has 2,350 sqm white space and 3.4 MW of total IT energy power capacity on an area of 14,500 sqm. |
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| ● | Ankara Temelli Data Center, opened in 2019, has 12,000 sqm white space and 20.9 MW IT energy capacity on an area of 46,200 sqm. |
| ● | Tekirdağ European Data Center, opened in 2021, has 7,200 sqm white space, and 12.5 MW of total IT power capacity on an area of 37,272 sqm. |
As Türkiye’s largest data center operator, we aim to “keep Türkiye’s data in Türkiye” to ensure the security and privacy of personal and sensitive data. In this context, Türkiye’s regulatory framework, which requires the localization of data generated by critical sectors and infrastructures, contributes to the development of our business and revenues by increasing the demand for our data centers. Among our small data centers, Kartal legacy data center, was phased out in 2025. As part of the planned site closure, the physical relocation of IT infrastructure to the Söğütözü Data Center is currently underway, with completion targeted for 2026.
Turkcell delivers high-availability and reliable cloud services through its four Tier III design-certified data centers. As one of the pioneers in Türkiye’s data center market, the Company maintains a competitive edge through early strategic investments and a robust infrastructure. Beyond traditional hosting, we offer comprehensive cloud solutions via our proprietary platform, Turkcell Cloud (www.turkcellbulut.com). This unified platform enables users to leverage cutting-edge technologies and ensure business continuity while eliminating the need for upfront capital expenditures. To meet the stringent requirements of the public sector, our Government Cloud service provides enhanced security measures to protect sensitive data. Notably, Turkcell Cloud is also Türkiye’s first cloud platform to achieve ISO/IEC27017 certification for cloud computing information security, underscoring our commitment to international standards. Furthermore, Turkcell offers Multi-Cloud services, providing seamless access to global providers such as Google Cloud, thereby offering our clients a versatile and scalable digital ecosystem.
Turkcell Group has entered into a strategic partnership with Google Cloud to accelerate cloud adoption in Türkiye through the local delivery of Google Cloud services. The collaboration includes the establishment of a new Google Cloud region in Türkiye, which is expected to become operational in or around the 2028–2029 timeframe with three or more availability zones, supported by Turkcell’s local infrastructure and expanded data center network.
As Google Cloud’s strategic partner and authorized reseller, Turkcell will enable enterprises across all sectors to access high-performance, low-latency cloud services while meeting strict data residency and regulatory requirements. This partnership supports advanced use cases in AI, data analytics, application modernization and cybersecurity, which we believe strengthens Türkiye’s position as a regional hub for digital innovation.
As part of Turkcell’s strategic growth targets for this business, Turkcell aims to increase its data center capacity by more than double by the end of 2032 and increase by sixfold its data center reach and cloud revenues in USD terms over the same period. Turkcell projects that its investment in connection with this partnership will be USD 1 billion by the end of 2032. This discussion contains forward-looking statements based on current expectations that involve risks and uncertainties. Actual results and the timing of certain events may differ significantly from those projected in such forward-looking statements due to a number of factors, including those set forth in “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business—Our growth strategy is partly dependent on making investments in new opportunities, in particular outside of our core telecommunications activities, which may not be successful and which could affect our business and financial condition.”
Our Data Center revenues increased by 57% to from TRY 2,000.5 million in the year ended December 31, 2024 to TRY 3,148.5 million in the year ended December 31, 2025. In the year ended December 31, 2025, our cloud services revenues increased to TRY 1,945.8 million from TRY 1,511.9 million in the year ended December 31, 2024.
System Integration and Managed Services—End to End Solutions
We provide end-to-end solutions for customers as part of their digital transformation process by combining our telecom and IT services capabilities. In these projects, we analyze the needs of our customers from a wide range of industries and provide tailor-made solutions to individual needs. To date, we have implemented around 5,800 projects with a Total Contract Value (TCV) of TRY 38 billion (not restated for IAS 29) as of December 31, 2025. Our project management team delivers diverse solutions tailored to client processes, including system integration, IT outsourcing, network security, application management, and IoT services.
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New Generation Technologies and Business Applications
a. |
Digital Business Applications& Solutions |
Business Applications ensure corporate customers a competitive advantage by providing essential business industrial solutions. The product portfolio is mainly based on cloud-based SaaS (Software as a Service) productivity and digital transformation products. Through our global productivity and collaboration offerings, we cover the mail, storage and conferencing needs of corporate customers. Additionally, digital invoicing and digital learning solutions, along with next generation products, are available to streamline customer processes, and provide operational efficiency through new revenue streams, better customer reach and experience. We focus on process automation, remote order and entry-level e-commerce solutions tailored for SMEs as these have become crucial since the COVID-19 pandemic.
With the rise of the enterprise applications market, as well as improvements in mobile internet, cloud services and mobile devices, corporations have been undergoing a strategically important process of digital and mobile transformation. Turkcell aims to be a strategic business partner to companies in all industries for transformation projects designed to render processes manageable via mobile devices anytime and anywhere.
b. |
Internet of Things Products & Solution Management |
Turkcell has been serving the Machine-to-Machine (“M2M”) and IoT business since 2009. Its principal markets in Türkiye include car telematics, team tracking, fleet management, POS terminals, security alarms, smart metering, mobile health management, smart agriculture, smart energy and sales force automation applications. As of December 31, 2025, the number of M2M subscribers increased to 5.9 million, up from 5.0 million as of December 31, 2024.
Turkcell strives to continue its pioneering M2M business by expanding its services with new-generation technologies such as IoT, NarrowBand-Internet of Things (“NB-IoT”) and Long-Term Evolution for Machines (“LTE-M”) which is a type of low-power wide-area network radio communication technology standard developed by 3GPP for M2M and Internet of Things applications. Demand for these technologies, particularly NB-IoT and connected vehicle solutions, has grown in recent years across multiple industries. In addition to these technologies, eSIM-based solutions tailored to customer needs are available for Turkcell customers.
In line with increasing demand in the automotive ecosystem, Turkcell continues to enhance its connected car offerings, providing vehicle manufacturers with end-to-end solutions covering data, SMS, voice and e-call services, while supporting evolving regulatory and safety requirements.
We also design Industry 4.0 and energy solutions that aim to increase the productivity of enterprises in the field of intelligent production and integrated digital energy management. We provide solutions to manage smart factories that are redesigned for operational efficiency and lower energy consumption. These smart services include workforce tracking, social distance management, environmental conditions monitoring, forklift security, machine production management and panic buttons for production facilities to help them to increase occupational safety and efficiency.
In order to respond more effectively to rapidly evolving market dynamics and increasingly diverse customer needs, Turkcell has initiated the development of its own M2M Connectivity Management Platform (CMP). This platform is designed to offer flexible, scalable and end-to-end connectivity management capabilities, enabling customers to manage their IoT and M2M services more efficiently while supporting the introduction of new use cases across different verticals.
c. |
Industry Specific Solutions |
Besides our value-added IT services, we implement digital transformation projects with our consultants, who are experts in their fields, designing vertical solutions that address the needs of each sector. For our target sectors, including health, manufacturing, retail, central and local authorities, logistics, finance, energy and SMEs, we offer solution sets that meet industry specific requirements.
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In the health industry, as a system integrator who provides and operates all relevant technology services and solutions, we hold a leading position in the public-private partnership (“PPP”) City Hospitals market in terms of both the number of beds and the number of hospitals, based on our estimates using publicly available information from the Ministry of Health. Eight city hospitals (Yozgat, Adana, Eskisehir, Elazig, Bursa, Basaksehir, Tekirdag and Gaziantep) are in operation and the entire technology infrastructure, from hardware to software and from systems to operations, are managed by Turkcell. As of year-end 2025, total bed capacity of the eight PPP hospitals was over 10 thousand, strengthening our position as a market leader.
In addition to PPP City Hospitals projects, we also execute additional system integration projects awarded through tenders, such as a vaccine tracking system, an electronic emergency case system for ambulances and a health provision system for the Grand National Assembly of Türkiye.
With our experienced consultants, we follow industry-specific digital transformation trends and provide end-to-end solutions by using new emerging technologies such as IoT, big data, AI and machine learning. In the manufacturing industry, we have implemented Industry 4.0 projects which enable companies to harness the power of data in order to streamline their operations, reduce maintenance costs and ensure quality in the manufacturing process. Several Industry 4.0 projects were implemented in pharmaceutical, heavy industries, oil and gas and automotive supplier industries in 2025. For example, in 2025, private network projects were launched especially in the defense industry and the petroleum sector. These projects enabled the implementation of sector-specific use cases focused on efficiency at fuel filling stations. In addition, in the defense industry, we conducted R&D studies. We will continue to focus on this critical industry. In addition, we offer technological solutions for our customers’ sustainability issues. Finance and retail companies require energy monitoring and management systems that provide sustainable solutions. We applied special IoT solutions for these sectors and enabled at least 20% efficiency improvement in their energy use. We have also recently focused on private LTE/5G networks to enable our customers to communicate within their companies with greater accessibility, reducing non-productive time. By analyzing dynamic and real-time data through our big data services, we are able to support our customers’ strategic decision-making processes, thus contributing to their profitability and efficiency. Throughout their digital transformation journeys, we meet the needs of organizations from end-to-end, ranging from team and document management to digitalization of financial processes and staff trainings.
For one of our clients in the finance sector, we are developing big data infrastructure for the organization’s mobile and web-based trading application, enabling simultaneous real-time and historical data analyses. Another project in the public sector focused on the creation of an open data platform by the execution of analytical models using sensor, mobility and local governance data in order to provide customized public services. Upon its completion in 2025, the project transitioned our data infrastructure to a big data architecture to enable scalable analytics, support high concurrent access and optimize resource management.
In addition to the foregoing, comprehensive projects encompassing on-site maintenance, repair, and support services for the IT-based hardware of designated public institutions operating on a nationwide scale are undertaken by Turkcell DBS.
We also provide various solutions for the retail industry in order to meet customer requirements by adding essential technologies such as machine learning and computer vision technologies. Some use cases are customer segmentation, customer activity at sales point, customer demographic analysis and visitor monitoring.
d. |
Partner Ecosystem and Vendors |
We work with around 240 partners in our ecosystem. We have consolidated our partners into three different categories:
(i) Sales partners: Through our sales business partners, we focus on creating new sales prospects for our products, services and system integration projects. Our wide network of these companies enables our services to achieve sales targets.
(ii) Project solution/value add partners: We deliver project-based hardware, software and managed services solutions to our corporate customers together with our project solution partners.
(iii) Product solution partners: Product solution partners offer and/or develop specific corporate product solutions for Turkcell corporate customers.
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In 2025, we continued the “Partner Program,” which was launched in 2020, where we have created an incremental value of partnership for 35 sales business partners of different competencies in our ecosystem. We aim to grow our ecosystem qualitatively with a win-win approach, through which our partners are positioning our product/services together with their own solutions and services.
We also continued the “Partner 360 Program,” which was launched in 2021, to enhance and further grow our partner ecosystem with new partners to focus on emerging technology opportunities. Our program also aims to provide additional synergies to generate mutual benefits and revenues to our existing ecosystem.
With our global technological partnerships, we are deepening and adding new partners to the IT projects we implement for our customers by combining our ever-increasing competencies and extensive sales force. We aim to provide fast and effective solutions with the hardware and software catalog that we created specifically for the IT needs of our SME customers.
See “Item 3. Key Information—D. Risk Factors” for a discussion of the regulatory changes affecting our digital services for consumers and corporates.
(v) Techfin Services
Turkcell focuses on techfin services through our digital payment services platform, Paycell, our finance company, Financell, our insurance company, Turkcell Dijital Sigorta A.Ş. (“Turkcell Dijital Sigorta”) and our insurance agency, Turkcell Sigorta Aracılık Hizmetleri A.Ş. (“Turkcell Sigorta”). In 2025, total techfin services revenues increased by 21.1% year-on-year to TRY 13,688.8 million.
The main objective of Paycell is to provide consumers with easy access to financial services by offering fast, convenient and secure payment solutions through the combination of digital technologies and financial services categories to lead the transition into a cashless society. Paycell was established to provide techfin services, including mobile wallet, direct carrier billing (Pay Later), utility payments, POS solutions, prepaid cards (physical and virtual), domestic and international money transfers, Pay by Link, QR code payments and open banking services. We are committed to capitalizing on this well-established payment platform by leveraging our technological know-how as well as our advanced infrastructure. Paycell’s aim with end-to-end payment solutions is to bring the merchants and the consumers together, by offering ease-of-use, new technology and tangible benefits to consumers while facilitating further revenue generation for merchants through payment and CRM solutions.
Our finance company, Financell, provides digital financing solutions to meet the product and service needs of Turkcell’s individual and corporate customers in various sectors by harnessing the agility of its infrastructure and the convenience of the mobile industry. Financell also provides shopping loans, automobile loans via merchant partnerships and solar panel loans via project firms.
Operating in the non-life insurance sector, Turkcell Dijital Sigorta mainly provides device protection insurance products via Turkcell stores, Global Bilgi Pazarlama Danışmanlık ve Çağrı Servisi Hizmetleri A.Ş. (“Turkcell Global Bilgi”) call center and Turkcell digital channels.
Turkcell Sigorta acts as an agent and arranges corporate insurance for Turkcell and its group companies that are based in Türkiye via Turkcell Dijital Sigorta and other insurance companies.
(vi) Wholesale
(i) International Roaming
Our international roaming strategy has always been to achieve vast international coverage for our customers by providing continuous communication wherever they travel and to enable international visitors to enjoy the service quality of Turkcell. Our coverage extends to many countries worldwide through our roaming agreements. By December 31, 2025, Turkcell strengthened its roaming position in Türkiye, expanding to 210 destinations through agreements with 818 operators.
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On January 20, 2015, we launched LTE roaming services for our subscribers in numerous locations around the world. As of December 31, 2025, our subscribers have experienced LTE roaming services with 364 operators in 151 destinations. We also provide international GPRS, MMS and 3G services. As of December 31, 2025, subscribers of 486 operators from 141 different locations have experienced LTE roaming services on the Turkcell network. We also provide roaming services for both postpaid and prepaid subscribers of foreign mobile operators visiting Türkiye. As of December 31, 2025, our subscribers can send international SMS to various destinations covered by our three SMS hub vendors. On June 29, 2021, we launched Non-Standalone (NSA) 5G roaming services for our subscribers in various locations around the world. As of December 31, 2025, our subscribers experienced NSA 5G roaming services with 172 operators in 80 destinations. On May 5, 2022, we launched the first Voice over LTE (“VoLTE”) outbound service in Türkiye.
We have entered into direct international roaming agreements with GSM operators around the world, including in Cuba, Iran, Sudan, Libya and Syria. These arrangements have been entered into in the ordinary course of business and on arm’s-length terms that we believe to be in line with industry standards. Under roaming arrangements in the listed countries, our net revenues for roaming on our Turkish network totalled less than TRY 45.1 million (not restated for IAS 29) in 2025 while our net expense for our subscribers roaming on the networks of operators in the listed countries was less than TRY 12.8 million (not restated for IAS 29). In terms of revenue generation, we do not believe that our roaming arrangements with operators in Cuba, Iran, Sudan, Libya and Syria are material. For additional details regarding our international roaming agreements with Syria, please See “—XII. Disclosure Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 (“ITRA”).”
(ii) Wholesale Voice
Turkcell and Turkcell Superonline together supply wholesale voice service by establishing interconnection agreements with fixed line and mobile operators, MVNOs, international carriers and directory service providers, which provide “118” directory assistance services.
As of December 31, 2025, Turkcell Superonline had interconnection agreements with over 90 national and international carriers. Turkcell has interconnection agreements with Türk Telekom, Vodafone, TT Mobil and other fixed telephony service operators and via these agreements, parties connect their networks to enable the transmission of calls to and from their mobile communications system. As of December 31, 2025, Turkcell had interconnection agreements with over 60 fixed line and mobile operators and carriers. In addition, as of December 31, 2025, Turkcell had agreements with six directory service providers.
A full MVNO agreement was signed between Turkcell and NetGSM, a local telecommunications company, on November 5, 2020. Turkcell notified NetGSM of its MVNO service termination on August 2, 2024. Access services ceased on November 5, 2024, excluding SIM cards active before that date. To minimize the disruption and allow a grace period, Turkcell intended to maintain connectivity for those existing NetGSM SIM Cards for a transitional period from November 2024 based on fees determined by the ICTA. During the discussions, ICTA issued a decision requiring Turkcell to continue providing services to NetGSM until the resolution of the reconciliation process. ICTA subsequently issued another decision setting the mobile data access fees for 2024 and 2025 as a result of the reconciliation, and later required Turkcell to continue providing services to NetGSM for both existing and new subscribers. Turkcell has filed three lawsuits challenging these decisions while continuing to provide service to the lines active prior to November 5, 2024. The legal process is ongoing. As a result of the investigation conducted by the ICTA on this matter, Turkcell was fined TRY 50 million (not restated for IAS 29) for not providing Virtual Mobile Network Services to subscribers who were newly activated by NetGSM or who migrated to NetGSM via number portability. Turkcell filed a lawsuit against this administrative fine decision.
In Türkiye, current interconnection rates are set by the ICTA’s decision on mobile termination rates (“MTRs”) and fixed termination rates (“FTRs”). For more information, see “—XIII. Regulation of the Turkish Telecommunications Industry.”
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(iii) Wholesale Data
Our vision on wholesale data is to become a premier regional wholesale provider, strategically bridging Europe, the Middle East and Asia. Leveraging Türkiye’s unique geography, we operate 19 strategic border crossings—including seven (five direct, two indirect) resilient routes to Europe and twelve high-capacity crossings to the East—to provide seamless connectivity. Our ecosystem offers a comprehensive suite of infrastructure and transmission services, from nationwide FTTx and IP Transit to advanced cybersecurity and VPN solutions. By partnering with Tier-1 operators and global content providers, we lead data localization efforts, ensuring direct network access and optimized traffic performance. Turkcell Superonline is the critical digital gateway for operators seeking scalable, secure, and high-performance connectivity across the region.
Turkcell Superonline has been taking important steps aimed at developing İstanbul as the world’s newest and important internet and content base due to its geostrategic location by successfully handling the transformation of the “Silk Road” into the “Fiber Road.” Accordingly, the company provides a bridge between east and west, which supplies a continuous connection with partnerships, the Tier-1 operators and strategic partners between Asia, the Middle East and Europe. Turkcell Superonline provides telecom services to more than 150 international operators including Tier-1 companies, Content Delivery Networks (“CDNs”) and OTTs. As of December 31, 2025, we had the capacity to carry more than 39 Tbps of international traffic.
IV. Tariffs
Our charges for voice, data and digital services consist mainly of bundles and also monthly fees, subscription fees, and volume discount schemes and options under various tariff schemes.
We have various segmented tariff plans for mobile that target specific subscriber groups (postpaid or prepaid, corporate or consumer). A majority of our customers choose all inclusive packages which include minutes to Turkcell and national calls, intra company calls (for the corporate segment), SMS and data.
We offer our customers tailored solutions based on machine learning models, featuring diverse price levels and rich content options. We aim to provide the right offers to the right customers by considering parameters such as risk scores, usage patterns, tenure and other relevant factors. We also ensure that our customers reach the same offers through all channels. We use machine learning models to understand customers’ tendencies to purchase more or less inclusive packages. Additionally, we run a model that measures our customers’ churn tendencies. All these models are integrated into the offer management systems. Turkcell’s mobile offers are based on speed and quota. The tariffs are designed by taking different needs of each customer segment into consideration.
Turkcell’s own fiber infrastructure enables fiber offers with speeds of up to 10 Gbps, which we usually offer as bundled with our TV product. Turkcell’s ADSL service offers speeds up to 16 Mbps. VDSL service provides higher speeds of up to 100 Mbps. Our cable internet offers are at speeds of up to 35 Mbps. Our FWA service Superbox offers speeds of up to 375 Mbps on 4.5G and up to 2.8 Gbps on 5G.
Turkcell’s strategy is to provide the best customer experience through enriched value propositions and a well-invested infrastructure. A strong infrastructure, enhanced user experience and differentiated offers provide Turkcell with the flexibility to price its tariffs based on costs and investments, while also enabling the implementation of an inflationary pricing policy to a certain extent. Moreover, as Turkcell, we determine our prices according to macroeconomic and competitive conditions. Accordingly, we aim during these economic conditions to adjust our prices proactively to account for any increases in inflation.
a. Consumer Tariffs and Loyalty Programs
We mainly offer bundled tariffs including voice, data and SMS. We focus on providing a leading mobile experience in Türkiye, and in order to meet customer needs in different segments we offer a large portfolio of tariffs. Data quotas have become the key selling point in our tariffs which are enriched with our digital services.
Our aim is to provide offers that are tailored to the individual needs of our customers, considering their tenure, data usage and risk score, thereby favoring customer retention. Our postpaid mobile tariffs are generally structured on a 12-month commitment basis.
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To enhance customer experience and address common industry challenges, we provide our Smart Control Service to postpaid customers at no additional cost. This initiative enables users to prevent overages by granting them proactive control over their data consumption and expenditures. Our customers can easily purchase additional packages or change their tariff plans through all communication channels, enjoying a seamless and user-friendly experience. Customers restricted by the Smart Control Service can also connect directly to a customer representative when needed.
In 2025, we launched Turkcell Tumbara – a free loyalty service that allows our customers to convert their unused mobile package benefits such as data, minutes and SMS into reward points. These points, as well as other additional points that can be earned through special promotions, are accumulated and can later be redeemed for various gifts. With Tumbara, we aim to strengthen engagement and focus on savings, whilst delivering a customer-centric experience.
Turkcell Ailem (“Turkcell Family”), launched in November 2025 is, we believe, the industry’s first family group platform in Türkiye, offering innovative benefits, such as GB transfer, group creation and exclusive unlimited in-group calling under a single ecosystem. Accessible free of charge via the Turkcell App, the platform enables families to form groups of up to five members and enjoy collective advantages seamlessly. While empowering users with the advantages of teamwork, Turkcell Ailem also seeks to deliver an inclusive experience by offering special benefits to customers aged 65+, appealing to a broad demographic spectrum. Customers can easily create their own Turkcell Ailem groups through the Turkcell App and enjoy all these advantages at no additional cost.
Turkcell aims to provide advantageous price schemes to its customers when they are abroad. With a customer-oriented focus, Turkcell offers alternative options depending on their roaming frequency. All Turkcell postpaid customers can enjoy the “Roam Like Home” offer, which allows them to use their domestic tariff while abroad by paying an additional daily fee. Alternatively, they can choose from our roaming packages, the Global and Traveler packages, which has various durations and content options.
We have three applications called Platinum, GNC, and Turkcell Bizce which serve as platforms for our loyalty programs:
·Platinum is Turkcell’s premium customer program for both consumer and corporate subscribers. Customers who use Platinum and Platinum Black tariffs are eligible to use the privileges Turkcell Platinum offers through a specially designed application. Platinum tariffs offer richer package contents. The Platinum app offers one-on-one 24/7 customer service and gifts that suit the lifestyle of Platinum customers. Weekly discounts at popular online shopping brands, free GBs, device and accessory gifts, airport transfers, discounts on flight tickets and car rentals and fuel benefits are amongst the gifts that are offered through this Platinum program.
·GNC is a mobile application that offers entertainment and provides access to certain discounts for youth segment users. A number of entertainment platforms are available on GNC, which seek to increase engagement and provide advantageous offers and gifts. Young users can play GB-earning mobile games, attend game tournaments and win prizes on GNC. GNC also shares surprise data offers twice a week through gamification scenarios such as “Crack the Egg” and provides discounts and gift cards from bands that are popular with youth segment users in a platform “Galaxy,” where they collect stars to redeem gifts and discounts.
·Turkcell Bizce is a platform aimed at women that supports personal development and economic engagement for women. The platform provides customers free data packages via collecting coupons which also has tutorial videos and inspiring contents as well as games and special brand offers. The usage of Turkcell Bizce is data free.
Shake & Win, Turkcell’s flagship loyalty campaign, continues to drive engagement by distributing over 400 million gifts in 2025. Providing customers the autonomy to select rewards has elevated satisfaction and secured consistent participation. Customer satisfaction was further enhanced through tailored benefits during significant occasions such as Ramadan and Eid al-Adha, alongside exclusive offerings for birthdays. By consistently providing these benefits, Shake &Win not only delivers exceptional value-for-money services but also contributes directly to high-quality customer retention efforts.
Turkcell Gaming made significant strides in 2025 by offering specialized packages and benefits tailored for popular games and streaming platforms, with the goal of ensuring uninterrupted entertainment for our users. Furthermore, our data-rewarding (GB) games not only enriched the customer experience but also significantly contributed to the download, activity, and engagement objectives within the Turkcell app.
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Turkcell Biz+ continues to offer a unique digital experience in 2025 with its flexible, commitment-free structure. Reaching over 100,000 users, this next-generation membership model provides privileges like a guaranteed 10 GB from Shake & Win, GB transfer, and exclusive brand partnerships. Turkcell Biz+ remains dedicated to delivering freedom and value without commitment.
In fixed broadband products (fiber, DSL and cable internet), we have various tariffs for different internet speeds. We offer internet speeds ranging from 100 Mbps to 10 Gbps in fiber internet, which we provide through our own infrastructure. For resell products, our speed offerings are up to 1,000 Mbps for fiber, up to 100 Mbps for DSL and cable. To enhance our ability to respond swiftly to inflationary pressures, we have transitioned from offering tariffs on both a 12-month and 24-month commitment basis for fixed broadband to offering all our fixed tariffs on a 12-month commitment basis. Currently, 24-month commitments is only eligible as part of device campaigns. In addition, as of August 2025, we have transitioned our resell product (TTFiber, xDSL and cable) from commitment-based tariffs to non-commitment tariffs.
We offer IPTV service, namely TV+, bundled only with our fiber internet service on our fiber infrastructure. Further, we also offer new technology device campaigns with fixed broadband internet packages. In 2020, we launched TV+ Ready, which enables TV+ to be used with any fixed broadband technology.
For households located in areas where our fiber infrastructure is not available, we offer the FWA service, Superbox, served through our 4.5G network. The Superbox device is included in the subscription plan.
b. Corporate Tariffs and Loyalty Programs
Our strategic focus is on comprehensively addressing the diverse needs of corporate customer segments by integrating connectivity services with digital transformation solutions. Our tailored offerings, built on best-in-class network quality and superior customer experience, are designed to meet the specific requirements of each industry and customer segment. We provide a broad range of bundled packages that include voice minutes, data, SMS, company on-net services, roaming and international minutes, delivering reliable, high-performance communication solutions that emphasize quality, continuity and long-term value.
Through the İşTurkcell Plus Loyalty Program, we provide our corporate customers with non-telecom benefits that support the optimization of business expenditures while enhancing employee satisfaction. By offering a broad range of benefits across categories such as car rental, insurance, healthcare, retail, vehicle maintenance and courier services, we strategically support our customers’ business operations and foster mutual, long-term loyalty.
c. Wholesale Tariffs
Based on Turkcell’s roaming agreements, Turkcell hosts subscribers of foreign operators on its network. When a subscriber of a foreign operator makes a call using Turkcell’s network, that subscriber’s operator pays us our inter-operator tariff for the specific call type. Inter-operator tariff is a wholesale tariff applied between mobile operators with roaming agreements.
Interconnection rates in Türkiye are based on the ICTA’s decision on the interconnection tariffs for Turkcell, Vodafone, TT Mobil, Türk Telekom and fixed-line service operators.
With respect to data sales, Turkcell aims to provide competitive prices to promote İstanbul as a regional hub for peering and IP transit services and international capacities, as well as to support the domestic wholesale market through its robust network with feasible commercial conditions.
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V. Churn
The mobile churn rate is the percentage of disconnected subscribers calculated by dividing the total number of subscriber disconnections during a period by the average number of subscribers for the same period. For these purposes, we define “average number of subscribers” as the number of subscribers at the beginning of the period plus one half of the total number of gross subscribers acquired during the period. Churn refers to subscribers who are both voluntarily and involuntarily disconnected from our network. Under our disconnection process, postpaid subscribers who do not pay their bills are disconnected and included in churn upon the commencement of a legal process to disconnect them, which commences approximately 180 days from the due date of the unpaid bill. Pending disconnection, non-paying subscribers are suspended from service (but are still considered as subscribers) and receive a suspension warning, which in some cases results in payment and reinstatement of service. As a regulatory rule, the operator can disconnect prepaid subscribers who do not top up above TRY 10 within 270 days. Under our churn policy, prepaid subscribers are disconnected from the system if they do not top-up above TRY 10 during a twelve-month period. Additionally, to eliminate lines that are unlikely to top up in the new year and to benefit from the tax paid to the regulatory authority for each active line at the beginning of the new year, the lines of subscribers who made their last top-up in the first quarter are closed within 270 days. Therefore, the deactivation process creates a seasonal effect in the last quarter of the year.
We deactivated 326 thousand inactive prepaid customers in 2024 and 303 thousand in 2025 following their failure to make payment for a 270-day period.
When new customers are gained, their lifecycle period is set at 155 days. After their first top-up, the lifecycle period is extended by 12 months. Otherwise, if they do not top-up after their activation, new prepaid customers lines are deactivated at the end of the 155 days.
We present churn figures to reflect average monthly churn, which we believe is in line with market practice. In 2025, the average monthly mobile subscriber churn rate increased to 2.3%. The churn rate for the fixed broadband products is calculated in the same way as for mobile products, except in fixed broadband, customers who change infrastructure from fiber to DSL/cable or vice versa are also counted in the churn rate. The average monthly fixed churn rate increased at 1.7% in 2025.
We believe we have an adequate allowance for doubtful receivables in our Consolidated Financial Statements for non-payments and disconnections amounting to TRY 1,174 million as of December 31, 2025 and TRY 1,081 million as of December 31, 2024.
VI. Seasonality
The Turkish mobile communications market is affected by seasonal peaks and troughs. Historically, the effects of seasonality on mobile communications usage have positively influenced our results in the second and third quarters of the fiscal year. Conversely, these effects have impacted our results in the first and fourth quarters. These seasonality effects have become less significant as we typically launch marketing campaigns to mitigate changes in demand levels. Summer holidays, local and religious holidays in Türkiye generally affect our operational results positively through higher consumption.
The Turkish fixed broadband market is also affected by seasonal peaks and troughs. Historically, the effects of seasonality on fixed broadband usage have negatively influenced our results in the second and third quarters of the fiscal year. This is mainly due to the summer holidays, when both usage and number of subscriber acquisitions decrease and churn increases due to residents moving.
VII. Mobile and Fixed Network
a. Coverage
Turkcell’s mobile network provides extensive coverage across Türkiye, including the Coastlines of the Black Sea, the Sea of Marmara, the Mediterranean Sea and the Aegean Sea. Enhanced coverage extends to sparsely populated areas, exceeding the minimum requirements for 2G licensing. The company aims to fully meet regulatory obligations for its 2G, 3G license agreements, IMT Authorization and the recent 5G Authorization.
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Operating across the 700, 800, 900, 1800, 2100, 2600 and 3500 MHz bands, Turkcell continuously optimizes spectrum allocation and technology deployment in response to evolving customer demands, ensuring both wide coverage and high-capacity performance.
Spectrum refarming is a strategic planning process to efficiently utilize frequency spectrum for newer technologies. With the increase in 4.5G usage, Turkcell focused on refarming the 2100 MHz band from 3G to 4.5G significantly enhancing LTE capacity and coverage. By the end of 2025, the 2100 MHz band accounted for 45% of total LTE bandwidth and carried the same proportion of total LTE traffic. In order to allocate 2100 MHz band for 4.5G services, 3G services moved to 900 MHz which increased 3G coverage with the help of lower frequency propagation. Also with the introduction of 5G, we have started refarming of some of our legacy frequencies such as 1800 MHz for more efficient use in the 5G network.
As of December 31, 2025, our proprietary fiber network reached around 67.1 thousand kilometers and connected all cities across Türkiye. We offer fiber-to-the-home (“FTTH”) network and homepass in 30 cities, with the number of premises connected to our fiber network having reached 6.3 million. Through partnerships with Turk Telekom, Turksat and Vodafone, we are able to deliver fiber and cable (hybrid-fiber coaxial) internet service to more than 5 million additional households (by our calculation), bringing over total coverage to 81 cities. We also provide enterprise Wi-Fi services. In the fixed access network, we have two main network structures called fiber-to-the-building network (“FTTB”) and the FTTH network. We have started a transformation project to convert our FTTB network to FTTH network. With this transformation, we aim to provide multi-gigabit services to our customers and to reduce our carbon footprint. In FTTH networks, we are installing Gigabit Passive Optical Network (“GPON”) and 10-Gigabit-capable symmetric passive optical network (“XGS-PON”) equipment which is the latest access network termination for residential and corporate subscribers. These network structures enable Turkcell to offer high speed internet, TV and Voice over IP. The fixed access network also provides bandwidth requirement for mobile sites with metro ethernet services.
b. Quality of Service
The ICTA published the “Regulation on Quality of Service in the Electronic Communications Sector” on September 12, 2010, which became effective as of December 31, 2011 (See “—XIII. Regulation of the Turkish Telecommunications Industry” for further details). The Turkcell network currently exceeds the standards set by the ICTA. Typically, “dropped calls” are one of the important Quality of Service metrics on which we focus.
The rate of calls that terminate involuntarily, or “dropped calls,” is calculated by dividing the number of dropped calls by the total number of calls. Turkcell’s dropped call rate is around 0.29%, which indicates that out of 10,000 calls only 29 end as dropped calls.
The quality of service is continuously being enriched through extensive network optimization and investments in 2G, 3G, VoLTE and VoNR networks to improve both quality and capacity. According to various benchmarks, we believe that Turkcell has one of the best 3G and VoLTE dropped call rate performance compared to other networks worldwide.
Customer experience is one of the key focuses for Turkcell, and there are several special solutions such as small cells, femtocells (small, low-power cellular base stations), Wi-Fi offload, in-building and high-capacity event solutions to enhance this experience.
On the fixed network side, we continuously monitor traffic utilization in our access network to prevent saturation and upgrade capacity as soon as possible. Turkcell modifies and redesigns its network topology in anticipation of future requirements, which allows us to improve our quality of service performance.
The optical transmission network relies on Dense Wavelength Division Multiplexing (“DWDM”) systems with Automatically Switching Optical Network (“ASON”) and Optical Transport Network (“OTN”) using protection mechanisms benefitting from alternative fiber routes wherever available. This increases the capabilities of re-routing in the event of service interruption. Thus, the delivered point to point services provide an availability experience up to 99.999%; a quality level defining the transmission network as an upper level “carrier-class” network.
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c. Network Evolution
(i) Radio Network
Turkcell currently operates 2G, 3G, 4.5G and 5G networks. Nationwide 5G services officially started as of March 31, 2026 utilizing the 700 MHz and 3500 MHz frequencies acquired in the 5G spectrum tender as well as 1800 MHz frequency via partial refarming from the 4.5G network. Our 5G network can support NSA (Non-Standalone) and SA (Standalone) architectures that enable different flavors of 5G technologies to serve our customers with different 5G device capabilities with the outmost performance and capacity that can be made available to them.
In the 5G spectrum tender held on October 16, 2025, Turkcell acquired 160 MHz of new spectrum from 700 MHz and 3.5 GHz bands, increasing its total spectrum assets from 234.4 MHz to 394.4 MHz. Turkcell was awarded 2x10 MHz FDD bandwidth from 700 MHz band and 140 MHz TDD bandwidth from 3.5 GHz band. By securing the maximum bandwidth permitted under spectrum caps, Turkcell maintained its spectrum leadership, currently holding 41.6% of total mobile spectrum allocated to operators in Türkiye. Nationwide commercial use of newly acquired spectrum commenced on March 31, 2026, with the official launch of 5G services in Türkiye.
For voice services, VoLTE has been supported since day one to provide voice calls over our 4.5G network. We have activated Enhanced Voice Services (“EVS”) on our VoLTE service to further improve voice quality, making us one of the first mobile operators in the world to support this high-end feature. Applicable regulations require that our 2G network remain active until April 2029. However, the majority of our voice traffic is already carried over VoLTE. Along with the launch of 5G network, we have started to support VoNR services in addition to already existing 2G, 3G and VoLTE voice services.
In order to provide a solution for VPN over wireless technologies like 4.5G, we announced the Mobile VPN offer to our corporate customers. Through this solution, corporates are able to connect to the internet cloud over a wireless interface using 4.5G technology, without sacrificing their service quality requirements. This is a fast and flexible solution for connections between their branch offices and headquarters.
NB-IoT and eMTC (or LTE-M) are terms that typically refer to wireless communication technologies designed for IoT applications. These technologies are characterized by low power consumption, extensive coverage, and a requirement for low data rates. Through our investment in 4.5G infrastructure, we became the first operator in Türkiye to support NB-IoT and eMTC (LTE-M), which are required for a new generation of innovative IoT applications on 4.5G networks. These technologies are available on request across our entire 4.5G footprint and enable machines to communicate more effectively. Furthermore, through our LTE-M network support which enables fleet management, asset tracking and micromobility (such as rental scooters), we are able to provide higher data transfer throughput and have better mobility for IoT communications.
We provide a “Wireless to the Home” or “FWA” service Superbox, which offers wireless high-speed internet access for customers without fiber connectivity. The service mainly uses 4.5G and 5G networks as a backhaul to provide internet connectivity at our customers’ premises.
We aim to deliver the best possible experience to our customers by building our network infrastructure with the latest technologies available. Just as we deployed our 4.5G network with full 4x4 MIMO (multi-input multi-output) capability, we are now building our 5G network on advanced Massive MIMO infrastructure. Massive MIMO is an advanced wireless technology that leverages a large number of antennas to enhance communication between devices, enabling more users to connect simultaneously while delivering higher speeds and improved reliability. Together, these capabilities maximize spectral efficiency, further enhancing network capacity and overall user experience. Combined with the widest spectrum portfolio in Türkiye, we believe this provides Turkcell with a significant competitive advantage.
Furthermore, we have been closely cooperating with our network vendors with a long-term perspective through projects that enable Turkcell to deploy the latest technologies even before they become available on the market. This puts Turkcell at the forefront of the technology race and allows for the evaluation of the benefits of new technologies during the development phase, and then their timely deployment once they become commercially available.
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Turkcell continues to provide extensive support to projects involving domestic products, mainly in order to fulfill obligations related to the usage of domestically produced network equipment for 4.5G and 5G. Support for domestic and national product projects will be maintained following the 5G authorization. We cooperate with domestic companies regarding base stations, antennas, transports and infrastructure solutions. For example, the ULAK Project initially started as an initiative of the Undersecretariat for Defense Industries (“UDI”), aimed at designing and developing national software and hardware components for an LTE-Advanced communication system and enhancing Türkiye’s self-sufficiency in this area. ULAK has become a network vendor, producing 4.5G base stations. The 5th Generation Mobile Communication Infrastructure Development Projects were launched by the Transport, Maritime Affairs, Communication Research Center (UDHAM) within the Ministry of Transport and Infrastructure. In this context, we evaluated the project proposals of the companies determined by Turkcell and signed cooperation agreements with 8 companies on 11 projects. We support projects under the main topics of MIMO active antenna, core network, virtualization, 5G/NFV data security and OSS.
Prior to the nationwide commercial launch of 5G, we have long promoted 5G technology by enabling our customers to experience these services through international roaming. Even before the local network was fully operational, subscribers with 5G-enabled devices and 4.5G SIM cards could access 5G services abroad via SMS activation. As of March 31, 2026, customers from 89 countries have been able to experience Turkcell’s 5G services.
Turkcell’s Next Generation Communication R&D (“NG-R&D”) team was established in 2017 with an initial focus on 5G technologies. Over time, in line with the evolution of communication technologies and research priorities, the team has expanded its scope towards 6G and beyond. This transformation has been further reinforced by the establishment of 6GEN.LAB, a research laboratory supported under TÜBİTAK’s 1515 Frontier R&D Laboratory Program, focusing on 6G and AI-driven network technologies. Through this initiative, Turkcell aims to contribute to the design of autonomous 6G networks and to explore their integration into both vertical sectors and its own network infrastructure. Today, the team’s activities are structured around key focus areas, including intelligent and trustworthy networks, network management and automation, and physical layer and radio technologies. Within this scope, the team actively participates in national and international publicly funded research and innovation programs, including Horizon Europe and SNS (Smart Networks and Services) initiatives in Europe, EUREKA projects, and programs supported by TÜBİTAK, Türkiye’s national funding agency for research and development, contributing to the advancement of next-generation communication technologies.
In the scope of 5G and beyond communications, Turkcell contributes to the activities of leading international industry and standardization organizations, including 3GPP, ITU, GSMA, NGMN, 6G-SNS-IA and the AI-RAN Alliance. These engagements include active participation in working groups, projects and programs, where Turkcell provides technical input, submits contributions and takes part in discussions that support both the tracking of emerging technologies and the alignment of its long-term strategy. In particular, Turkcell contributes to 3GPP standardization activities across Radio Access Network (RAN) and Service and System Aspects (SA) working groups, providing technical inputs to ongoing studies on 5G-Advanced and early 6G-related topics. The increasing focus on 6G standardization in 2025 has further strengthened the strategic importance of these contributions, supporting Turkcell’s positioning in next-generation communication technologies. A notable another example is the “Focus Group on Artificial Intelligence Native for Telecommunication Networks (FG-AINN),” established under the ITU Telecommunication Standardization Sector (ITU-T) in 2024. Turkcell played an active role in the formation of this group and held a leadership position during its initial phase (2024 and 2025). The focus group represents the first ITU-T initiative dedicated to AI-native design principles for future telecommunication networks and is considered an important step toward the architectural evolution of 6G.
Turkcell’s Next Generation Communication R&D activities also generate tangible outputs in the form of intellectual property and scientific contributions, including patent filings and academic publications in collaboration with research partners. These efforts are complemented by a broad innovation ecosystem that brings together global technology vendors, local industry players, small and medium-sized enterprises, and leading universities and research institutions. Through these collaborations, Turkcell supports the development and validation of advanced technologies such as AI-native networks, advanced radio solutions and emerging 6G enablers, while also facilitating their potential transition toward commercial use.
Turkcell continues to strengthen its ecosystem-driven approach through joint development activities and publicly funded projects, as well as through strategic collaborations with academic institutions and research centers. Selected outcomes of these efforts have also been recognized by international industry platforms. For instance, a joint innovation on Reconfigurable Intelligent Surfaces (RIS) was awarded at the GTI Awards in 2025, and Turkcell’s research contributions have also been acknowledged in international initiatives such as the one 6G Summit, reflecting its active role in shaping next-generation communication technologies.
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(ii) Transmission Network
We have been enhancing our IP/MPLS backhaul infrastructure to improve service capabilities and availability. Fiber backhaul bandwidth capacities have been upgraded to support speeds of up to 100 Gbps. Connections to mobile sites have been transitioned to fiber-optic interfaces, and the Microwave Radio Link network has been modernized to support Native Ethernet and Adaptive Modulation, enhancing availability and minimizing link outages caused by severe weather conditions.
The transmission network, leveraging DWDM technology, delivers service capacities of 100 Gbps, 400 Gbps, 800 Gbps, and 1.2 Tbps, as well as readiness for capacities exceeding 1.6 Tbps per optical channel. In 2025, Turkcell launched a new nationwide Core WDM backbone, utilizing both Super-C and Super-L bands resulting a 12 THz optical band usage over a single pair of fiber. This optimization maximizes the efficiency of existing wide-area fiber-optic deployments. Additionally, time and phase synchronization capabilities are being deployed across all transport network segments to support LTE Advanced features and forthcoming 5G TDD band deployments.
All fixed and mobile IP networks have been converged using high-capacity, state-of-the-art routers designed to support advanced technologies such as IPv6 and SRv6 to meet the capacity demands of 5G and future applications.
(iii) Core Network
Turkcell provides (i) voice services over 2G and 3G access, (ii) HD voice services over 4.5G and 5G access using VoLTE, VoNR, VoWiFi technologies, and (iii) fixed voice services to consumer and corporate customers. The 2G and 3G voice services are provided by IP based layered Next Generation Network (NGN) infrastructure. The VoLTE, VoNR and VoWifi voice services for 4.5G and 5G subscribers are provided by IMS (IP Multimedia Subsystem) and all subscribers can use seamless HD Voice technology via VoLTE VoNR and VoWiFi infrastructure. Seamless handovers are performed between VoLTE, VoNR and VoWiFi, between VoNR and VoLTE and 2/3G technologies in our core voice network. Fixed voice services are also provided by dedicated IMS infrastructure.
Our entire voice network has all levels of geographic redundancy. The control layer (central resources) provides voice services from four central data centers that fully back up each other. The voice payload layer (local resources) is spread over many locations that are close to the subscribers.
Turkcell provides a wide variety of data services to customers through high-speed and low latency data connectivity. Our access agnostic broadband core network architecture consists of 3GPP compliant network entities supporting mobile 2G, 3G, 4.5G and 5G (both 5G SA and 5G NSA) and fixed access technologies. The 5G SA supports 3GPP compliant 5G Slicing technologies and subscriptions.
With respect to our sustainable network initiatives, we have completed analysis and pilot tests and commercially launched IPv6 service to our customers.
Both IMS voice and broadband network services are deployed on Turkcell telco cloud infrastructure and are increasing due to its low cost and flexibility advantages. In addition to supplying the growing data and service requirements of existing 4.5G traffic, Turkcell has positioned its network to provide 5G services scaling on its own telco cloud. Network functions of 5G SAcore network are all developed on container-based cloud technologies in the industry. Hence, the transition to telco cloud infrastructure has also enabled the network to support 5G SA. Accordingly, we are growing our core network on container platform technology, which provides more flexibility and investment feasibility through deploying cloud-native network functions. This technology has been a critical enabler for the launch and scaling of our 5G core network.
(iv) Fixed Network
Turkcell’s own fiber-optic network delivers high speed internet services of up to 10 Gbps across 30 cities in Türkiye. We continue to invest in the latest fixed access technologies, including XGS-PON-ready infrastructure. With these capabilities, Turkcell believes that it is well-positioned to provide high customer experience.
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Driven by our commitment to technology leadership, we were among the first operators to deploy Wi-Fi 6-enabled Home Gateways in response to the surge in in-home connectivity demand during the COVID-19 pandemic, significantly enhancing the residential user experience. Building on this momentum, we launched residential service packages featuring Wi-Fi 7-capable modems, enabling ultra-high-speed wireless connectivity and future-ready home networks. In parallel, we initiated virtualized access network projects and actively contributed to Open Networking Foundation (ONF) initiatives, supporting early-stage development efforts that foster knowledge sharing and accelerate the adoption of next-generation network technologies.
We provide end-to-end Wi-Fi services for our enterprise customers, which enables their guests to access Wi-Fi. The Enterprise Wi-Fi service includes installation with authentication services, and further provides the necessary interface.
(v) Services and Platforms
We have an intelligent network and other service platforms enabling our services and we also provide secure and controlled access to the network for content and service providers to provide messaging and data services. This infrastructure is being improved to open up more capabilities on the network for application and content providers. New infrastructure also contains a portal where subscribers can easily buy services, receive promotions and enroll for campaigns.
d. Network Operations
We have primarily employed experienced internal personnel for network engineering and other design activities, while employing suppliers for our network infrastructure and as our partners in product/service development. Our suppliers install the base station cell site equipment and switches on a turn-key basis, while subcontractors employed by our suppliers perform the actual site preparation.
e. Network Maintenance
We have entered into several system service agreements. Under these agreements, our mobile and fixed communications network, including hardware repair and replacement, software and system support services, consultation services and emergency services are supplied by local providers. Our subcontractors perform corrective and preventive maintenance on our mobile and fixed communications network in the field, although providers repair all the network equipment. We have regional operation units with qualified Turkcell staff that operate and maintain our network in Türkiye.
In addition, the Turkcell Service Operation Center, located in both İstanbul and Ankara, aims to ensure business continuity by monitoring our entire network 24 hours a day, 365 days a year, and performs necessary maintenance in response to any problems that may arise.
f. Site Leasing
If a new coverage area is identified, our technical staff determines the optimal base station location and the required coverage characteristics. The area is then surveyed to identify BTS sites. In urban areas, typical sites are building facades and rooftops. In rural areas, masts and towers are usually constructed. Our technical staff also identifies the best means of connecting the base station to the network. Once a preferred site is identified and the exact equipment configuration for that site is determined, we start the process of site leasing and obtaining necessary regulatory permits. Site leasing processes are carried out by our in-house team. We lease the land or rooftop sites and provide site management services (yearly rental payments, contract renewals, rework permits). If the decision is made to purchase the land, suitable alternatives are identified by Turkcell, and the acquisition is subsequently completed on behalf of Turkcell Gayrimenkul Hizmetleri A.Ş. (“Turkcell Gayrimenkul”), a wholly owned subsidiary of Turkcell. We also manage all these processes for technical demands for Turkcell Superonline and Global Tower.
g. Internal Control and Continuous Improvement
The Internal Control team is responsible for conducting second level control activities and process improvement work, in order to effectively manage business processes within the Turkcell Group. Internal Control activities are carried out within the framework of legal regulations, directives and with the authority granted by the CEO. Turkcell is responsible for analyzing risks and priorities related to processes under its purview, and for planning a risk-based internal control study, which is carried out on a routine basis, using both manual and automated tools.
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In addition to evaluating the effectiveness of first-level controls carried out by business units, guidance is provided on improving processes by considering Turkcell Group’s sustainable values. If there are deficiencies detected as a result of the second level controls performed, they are shared with the relevant teams to ensure that action is taken and the relevant action plans are followed.
Other areas of the team’s responsibilities are to carry out internal audits regarding the obligations of the Turkcell Group’s ISO certificates within the scope of legal regulations and to monitor Turkcell’s internal/external audit findings. ISO27001 and ISO27017 certifications are an international framework that helps companies protect their financial data, intellectual property and sensitive customer information.
The Continuous Improvement Center designs end-to-end business processes based on key principles such as efficiency, resilience, lean methodology and a human-centered approach. The Center leads the promotion of a lean culture throughout the organization. Its responsibilities include implementing cross-functional process improvements and monitoring process key performance indicators (“KPIs”) to evaluate the effectiveness and outcomes of these initiatives. In addition, the Continuous Improvement Center is responsible for obtaining and maintaining ISO 9001 Quality Management System certification which is an international standard that supports organizations in enhancing quality and ensuring continuity in service and performance management. Furthermore, the Continuous Improvement Center is responsible for leveraging, scaling and governing next-generation, thereby enabling technologies that support continuous improvement.
(i) Business Continuity Management
Turkcell Business Continuity Management (“BCM”) identifies potential threats and their impact and provides a framework for building resilience with the ability to create an effective response that safeguards the interests of our key stakeholders, their reputation, brand and value-creating activities. We established the Business Continuity Management System (“BCMS”) to implement, operate, monitor, review, maintain and improve business continuity.
Turkcell BCMS is assisted by business continuity coordinators at technical and non-technical groups. Regular BCM training and awareness programs are carried out throughout the organization. The effectiveness of BCMS is monitored every year through internal/external audits and integrated exercises, the results of which are reviewed in management review meetings. In 2025, we exercised and tested our business continuity plans, communication and warning procedures to ensure that they are consistent with the business continuity objectives.
Turkcell Service Continuity Management aims to ensure the continuity and recovery activities of the services provided to our customers, by providing the continuity of the service commitment levels, managing the risks that may affect our services, including disasters and emergencies, and supporting the Turkcell Business Continuity Management System. Turkcell has also developed a Crisis Management Plan, which is aimed at effectively managing crises such as fire, terrorism, operational interruption, cyber-attack, food poisoning, epidemics and natural disasters (flood, earthquake, landslide). Turkcell’s Crisis Management Plan exercises, training and awareness activities are carried out periodically with the participation of crisis management teams and related groups.
(ii) Enterprise Risk Management
Turkcell’s Enterprise Risk Management (“ERM”) team is responsible for coordinating the process of identification assessment and oversight of actions by management and the company’s business units to manage the risks that may affect the Company’s business objectives. The ERM team supplies an information platform to management regarding the risks that may impact the decision-making process. The Turkcell ERM team aims to develop an approach of integrating risk management with the core management processes and foster an enterprise risk culture. To achieve this, Turkcell uses an ERM framework compatible with the COSO ERM framework and the ISO 31000 Standard. Based on ERM procedures, risks are identified and evaluated in terms of their impact and likelihood. Risk response controls, issues and actions are developed and the entire process is monitored. The ERM team reports to the Early Detection of Risk Committee, which supports the Board of Directors by detecting early signs of risks that may jeopardize the Company’s existence, development and continuity, taking necessary measures for identified risks, and managing risks within the scope of article 378 of the Turkish Commercial Code and the Communiqué on Corporate Governance of the Capital Markets Board.
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The risks we monitor in line with the developments in the world are scripted, defined, leveled and recorded. For instance; the impact of the pandemic period on our company, the expectations for future earthquakes in Türkiye, the effects of climate change and the ongoing Ukraine-Russia war can be cited as examples of scenario-based studies. Cyber incidents occurring worldwide and in Türkiye are also analyzed. The effects that may occur if a similar cyber attack occurs in Turkcell and the preparations taken throughout the company are presented to the Early Detection of Risks Committee.
VIII. Sales and Marketing
We design our sales and marketing strategy around subscriber needs and expectations. We try to ensure the loyalty of our subscribers by providing offers, campaigns and our advanced service delivery platforms.
a. Sales Channel
We sell postpaid and prepaid services, fixed and mobile solutions and digital services to subscribers through a nationwide distribution network. Our sales activities are supported by one of the largest retail telecommunications dealer networks in Türkiye, consisting of 877 branded exclusive stores, many of which are located at prime locations, and 3,617 semi-branded dealers (i.e. digital sales points) as of December 31, 2025.
As of January 1, 2025, we consolidated our distribution model under a single exclusive distributor in order to enhance operational efficiency, improve cost effectiveness and strengthen strategic control. This model enables closer collaboration with our distributor and more efficient resource utilization, and supports sustainable growth. Under this model, our exclusive distributor supplies both Turkcell products and a broad range of consumer technology goods, including handsets, tablets, notebooks, IoT devices, accessories, TV and smart home appliances, as well as aftersales services, to the dealer network. In parallel, seven exclusive Turkcell Distribution Centers focus solely on serving semi-branded dealers.
In addition to our retail network, we operate a door-to-door sales force and home technology management team, which represents an important channel for delivering integrated solutions. We also maintain a dedicated corporate direct sales organization of more than 500 personnel, providing tailored solutions to corporate customers within their respective areas of expertise.
Our nationwide distribution channel is a strategic asset that drives market differentiation and underpins the achievement of our sales targets. This comprehensive ecosystem comprises a robust network of Turkcell-branded stores, Turkcell Distribution Centers (managing semi-branded dealers), Corporate Small Business Solution Centers, and Home Internet Solution Centers. To ensure maximum accessibility, our footprint also extends to a wide array of alternative sales points, including digital channels, ATMs, and Point of Sale (“POS”) terminals for prepaid airtime and digital top-ups.
Our non-branded dealer network ensures broad geographic penetration across Türkiye. Dealers are compensated based on the number of new subscribers acquired and the usage levels of those subscribers, complemented by additional performance-based incentive mechanisms.
We categorize alternative sales channels into two main categories: call centers and non-telco sales. Through our call center, our web site (www.turkcell.com.tr) and the Turkcell mobile application, we provide customers with fast and secure access to our products and service portfolio on a 24/7 basis. Our telesales team proactively engage customers across the consumer, corporate, and residential segments, with a focus on both customer acquisition and retention. Non-telco channels include ATMs, online banking platforms, and chain retail stores.
Alternative sales channels play a significant role in the sale of digital services. In addition to prepaid top-up transactions conducted through banking channels, these channels contribute to product sales through various campaigns for services such as fizy, TV+, lifebox, and GAME+. Weekly, monthly and annual service packages are offered through a promocode-based model to both Turkcell and non-Turkcell customers. Furthermore, the sale of digital products through technology stores and hypermarkets supports both revenue generation and brand awareness through collaborations.
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During 2025, our digital sales channels continued to undergo comprehensive transformation. Accordingly, user experience and user interface components, as well as the overall shopping journey, were redesigned based on consumer insights. Payment options were expanded and diversified in response to evolving customer preferences. Our digital sales infrastructure is built around two core platforms: Turkcell’s official website, which has served as a sales channel since 2012, and the Turkcell mobile application. With a high volume of digital traffic, these platforms are positioned to serve as the primary hub for the Turkcell ecosystem, with the mobile application acting as the central digital convergence point.
The Turkcell mobile application, Turkcell App, is our primary digital channel, enabling mobile and fixed broadband customers to track bills and usage, manage subscriptions, browse campaigns and offers, purchase packages and access Pasaj, our electronic marketplace. Turkcell App has reached 132 million downloads to date, with 21 million three-month active users and over 200 million visits per month as of December 31, 2025. The application also hosts Turkcell Celly, our chatbot that provides fast and convenient customer support, and serves as the platform for campaigns such as Shake and Win, through which customers receive data, minutes, or trial subscriptions to digital services. Fixed broadband subscribers are also able to manage their accounts through the application.
In December 2020, Turkcell launched Turkcell Pasaj, a technology and electronics marketplace in Türkiye. Turkcell Pasaj offers a wide range of electronic products, from smart devices to new generation technologies, sources from Turkcell and leading third-party suppliers. Customers are offered multiple payment alternatives, including shopping credit, mobile payment and Paycell digital money, debit/credit cards and financing through Financell. Turkcell Pasaj offers same-day delivery in some cities and next-business-day courier delivery. The marketplace is fully integrated into the Turkcell mobile application, allowing both Turkcell subscribers and non-subscribers to browse products, compare prices and complete purchases securely within the app. In 2025, Pasaj continued to expand with new categories both in online retail and the marketplace offerings. Turkcell Pasaj also contributes to sustainability, notably by providing an online platform to revalue second-hand devices and convert the customer’s second-hand devices into cash. Pasaj aims to maintain a seamless customer experience while serving as a key sales channel for new technologies, supported by a customer satisfaction rating of 4.6 out of five based on our internal survey.
By prioritizing digitalization, Turkcell aims to enhance customer experience and trust across all channels. Initiatives focused on customer satisfaction increased the app store rating to 4.5 by the end of 2025, while the share of digital channels in overall sales continued to grow steadily since 2019.
On the corporate side, corporate clients are managed under four segments: public accounts, strategic accounts, major accounts and small business accounts. Turkcell’s account managers serve as the primary point of contact for public, strategic and major accounts, while dealers and telesales teams are responsible for the small business segment.
Corporate customers are supported by pre-sales teams, solution architects, business development and product management teams. In addition, dedicated vertical solution teams develop industry-specific solutions for sectors such as retail, manufacturing, energy, healthcare, finance, transportation and logistics, with the objective of supporting the digital transformation of corporate clients.
Turkcell also provides turn-key mobile and digital transformation and IT outsourcing projects for large corporations with the contribution of solution partners.
b. Advertising
By transforming from a digital operator journey into a technology ecosystem brand, Turkcell has become a leading player in Türkiye in the field of technology, providing a portfolio of both telecom and digital services that add value to its customers’ lives. In 2025, the outcome of the 5G authorization tender once again distinguished Turkcell as a leading operator, based on the attribution of the largest spectrum capacity of operators in Türkiye. We aim to bring the 5G technology to every corner of our country by utilzing the coverage and frequency bands that we obtained in the 5G tender.
Our communication efforts are built on four key pillars that define our strategy and core strengths. The first pillar is our integrated mobile and fixed infrastructure, which we believe provides a clear competitive advantage. The second is our focus on consistently delivering high-quality service throughout the year. The third is our innovative approach across all areas of operation, enabling us to respond effectively to evolving needs. The fourth and final pillar is our portfolio of offers, products and services, tailored to our customers through behavior-based analysis.
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c. Customer and Experience Management
The key part of our customer and experience management strategy is to provide our customers with effortless, personalized and consistent experience across all channels. Our goal is to maintain a continuous relationship with our customers through fostering a high level of customer satisfaction and helping our customers feel safe and valuable.
With respect to the provision of customer services, we mainly work with our subsidiary Turkcell Global Bilgi. In addition to conventional call center services, including telesales and collection, Turkcell Global Bilgi also provides research management, customer experience journey design, social media management and technological support services. Turkcell Global Bilgi develops its own digital platforms such as robotic process automation, cloud-based call center infrastructure and digital assistance.
We audit Turkcell Global Bilgi’s operations along with monitoring whether customer services and customer satisfaction programs are executed in line with Turkcell’s customer strategies.
In 2025, we launched a three-year transformation program to redefine the customer experience through technology and to strengthen our competitive position. Centered on the use of artificial intelligence, the program aims to deliver a faster, more personalized and smarter customer experience, while increasing customer satisfaction, improving operational efficiency and reducing resolution times at first contact. We aim to deploy AI-based voice bots and agents for a better customer experience. We have also intiated the upgrade of our chatbot to a next-generation solution with enhanced natural language capabilities and proactive problem-solving features.
In 2025, our AI-powered self-service chatbot, Teknocan, played a central role in enhancing customer experience by providing fast, reliable, and uninterrupted service through customers’ preferred digital channels. During the year, the total number of interactions handled by Teknocan across mobile, fixed and Pasaj channels reached 83 million. Customer satisfaction levels among Teknocan users continued to increase, supported by a strong first-contact resolution performance, with approximately 98% of customers able to obtain the information or service they needed without switching to another channel.
Teknocan delivers an end-to-end integrated experience through our patent-registered chatbot solutions, which differentiates us within the sector. Our ongoing investments in artificial intelligence not only enhance service processes, but also support the evolution of the chatbot ecosystem through innovative solutions and next-generation experience design. At the core of our customer experience strategy is the ability to provide customers with fast and accurate information. In this context, we complement the technological capabilities of our chatbot with human support when required, creating a balanced service model that combines digital efficiency with human interaction.
Further, we continued to conduct numerous projects to improve customer experience over IVR, a digital platform connecting Turkcell to its customers. Through renewed proactive IVR scenarios and the integration of all IVR packages with the CRM infrastructure and offering these via text-to-speech technology, we managed to reduce our costs and started to offer more personalized offers to our customers. With Turkcell’s advanced TTS technology, the Turkcell Superonline IVR system has achieved a more natural, clear and high-quality structure in terms of voice consistency.
Turkcell connects with social media users 24/7 with a total of 65 accounts on Facebook, X, Instagram, YouTube, LinkedIn and TikTok.
Turkcell has ISO10002 Quality Management-Customer Satisfaction-Complaints Handling Certificate since 2011 and renews it annually within the scope of design, installation, operation, sales and after-sales services of global mobile communications within Turkcell functions. The ISO 10002:2018 certification was renewed in June 2024 for three years.
With our environmentally friendly invoice project, our Digital Invoice usage rate reached 99.4% on mobile channels and 99.6% on fixed channels by the end of 2025.
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d. Self-Service Customer Experience
We are continuously researching and developing easier methods to offer our customers effortless service at every transaction. As part of these efforts, we have started to provide the option to convert existing physical SIM cards into e-SIM cards using secure identity verification methods. This service is particularly beneficial for customers residing abroad, allowing them to seamlessly and instantly switch their SIM cards through the Turkcell application without visiting a Turkcell store. This initiative, which was designed to address customer needs more efficiently and effectively, represents a significant milestone in Turkcell’s commitment to embracing technology and delivering customer-centric solutions.
In 2025, we introduced how-to videos for our individual customers, which show them step by step how to carry out operations they need on their own, quickly and easily. These videos, which can be accessed at any time on YouTube, are shared with our relevant customers after SMS, chatbot and voice calls; ensuring that transactions are completed effortlessly and the experience continues seamlessly.
At Turkcell, we remain dedicated to achieving excellence for our customers by listening to their needs and offering tailored solutions that enhance their experience.
IX. Domestic and International Subsidiaries
A component of our strategy is to grow or improve our business in our domestic market. Continued strong operations in the international countries in which we are currently present is important for us. We believe these operations offer growth opportunities and we expect them to provide additional value to the Group.
While the continued improvement of our core operations remains a key priority, we also remain open to exploring opportunities both in Türkiye and in international markets.
BeST
On July 29, 2008, Beltel signed a share purchase agreement to acquire an 80% stake in BeST, which provides services using GSM and UMTS technologies, for a consideration of USD 500 million. On August 26, 2008, control of BeST was acquired from Belarus State Committee on Property and USD 300 million of the total consideration was paid. An additional USD 100 million was paid in December 2009 and a further USD 100 million was paid in December 2010. An additional payment of USD 100 million was required to be made to the seller in installments contingent of the financial performance of BeST. On November 30, 2022, the relevant contract was terminated by mutual agreement. On the same date, a new Investment Agreement was signed between Turkcell, BeST and Belarus to develop the telecommunications infrastructure between 2022 and 2032. Under this agreement, Turkcell is required to invest at least USD 100 million during the investment period and to pay an additional amount of USD 100 million over a period of 10 years. It is intended that this payment will be funded by 50% of BeST’s annual net income. In case the required amount is not reached at the end of the 10-year period, BeST or Turkcell shall make a lump sum payment to Belarus for the remaining balance. For more information, see Note 27 to our Consolidated Financial Statements elsewhere in this annual report. Simultaneously with the Investment Agreement, Turkcell signed a share purchase agreement to acquire a 20% stake in BeST from the State Committee on Property of the Republic of Belarus. The share transfer was completed on December 9, 2022. Responsible authorities of Belarus have rearranged the mobile communication interconnection fees between the operators in the country, considering the provisions of the Investment Agreement, and set a mobile call termination fee of BYN 0.001 for BeST for five years. In this regard, the decline in interconnection expenses will positively impact our operational profitability. Beltel, established to directly participate in BeST, merged with Turkcell on August 23, 2023.
As of December 31, 2025, BeST had 1.6 million registered mobile subscribers, the majority of which were prepaid, and its three-month active subscribers reached 1.3 million. BeST is the leader of the MNP market in Belarus in terms of number of port-in subscribers and net customer gain, according to the Centralized Database of Ported-Numbers. BeST has 9 own stores, 129 exclusive and 391 non-exclusive sales points. Sales from its online channel have been continuously increasing with rising customer demand. In addition, digital subscription packs are sold at around 3,400 sales points across the country.
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As of December 31, 2025, BeST operated 2G and 3G services in all cities with a population of more than 1,000 and provided 2G/3G services on all principal intercity highways and roads of the Republic of Belarus, which corresponds to a coverage of approximately 99.8% of the entire population of Belarus, or 93.1% geographical coverage. In Belarus, the LTE and 5G license are owned by LLC Belarusian Cloud Technologies (“beCloud”) and beCloud is the only infrastructure provider for LTE services. BeST offers 4G service since August 2016 on beCloud’s LTE infrastructure, serving in all regions and major cities of Belarus with an 94.0% 4G territory coverage and 98.7% population coverage as of December 31, 2025. The availability of 4G services has improved the quality of data services and customer experience. As of December 31, 2025, the share of 4G subscribers in the three-month active subscribers reached 86%. Rising 4G penetration led to a growth in average monthly data consumption per user to 22.7GB. The 4G network served 86% of total data traffic in 2025. BeST offers 5G service on beCloud’s infrastructure in major cities of Belarus since December 2025.
BeST continues its transformation from a communications service provider to a digital operator, converting its subscribers into 4G users. Accelerating digital subscriptions and increasing its share in subscriber acquisition, enhancing self-service capabilities through mobile applications and web channels, modernization of retail channel to enhance digital customer experience in offline shops expanding digital service portfolio and penetration are the key initiatives that will continue to drive the digitalization journey in 2026. By bringing together connectivity and content to enrich customers’ digital experience, BeST is driving ARPU growth through data services and a diversified digital services portfolio in line with Turkcell’s strategy. Accordingly, BeST provides music, video, games, security, digital publication and digital education platforms within its digital services portfolio. By the end of 2025, 55% of three-month active subscribers are using at least one digital service and solution.
BeST continues to enhance its mobile application with new services and functionalities. Following an extensive update, the platform has evolved from a simple self-service tool into a unified digital ecosystem that seamlessly integrates connectivity, finance, e-commerce and entertainment.
BeST conducted a rebranding process and updated its brand identity in December 2025 to support its evolving service quality, improved customer experience and digital transformation process. The change aims to enhance the company’s brand perception, increase its reputation, reach new target audiences and attract new customer segments.
In January 2022, the Republican Unitary Enterprise Beltelecom acquired a license to provide mobile communications services, which will allow the company to compete in the mobile communications market. The company announced that it plans to begin offering mobile services in 2024. However, as of the end of 2025, the service had not yet been launched.
Following the U.S., the UK, Canada, and the EU imposing sanctions in 2022, alongside broader geopolitical developments linked to the conflict in Ukraine, Belarus faced significant economic challenges, resulting in a 4.7% year-on-year GDP decline. The halt in trade with Ukraine, which had been Belarus’s second-largest trading partner representing over 13% of its foreign trade, along with disruptions in EU trade and the closure of transit routes, further strained the economy. In response, Belarus strengthened economic cooperation with Russia, secured preferential trade conditions, and expanded ties with other Eurasian Economic Union (“EAEU”) member states and China, leveraging alternative markets and transport infrastructure to mitigate the impact. By 2023, GDP growth rebounded to 3.9%, followed by a maintained growth rate of 4.0% in 2024 and 1.3% in 2025 with Russia’s share in Belarusian exports rising to approximately 70%. Supporting this recovery, the National Bank of the Republic of Belarus gradually reduced interest rates to 9.50% during 2023, and maintained that level through 2024. In June 2025 interest rate was revised up to 9.75%.
In Belarus, our business has been and may continue to be affected directly or indirectly by sanctions (including export controls that impact our ability to import equipment and software), regulatory and operational difficulties and no assurance can be given that the situation will change favorably in the future. For more information regarding the risks we face with regard to our business in Belarus, please refer to “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business—We hold interests in several companies outside of Türkiye that expose us to various local economic, business, political, social, financial, liquidity, regulatory and legal risks and may not provide the benefits that we expect, and our pursuit of acquisition opportunities may increase these risks.”
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Lifetech LLC (“Lifetech”)
Lifetech, which is a subsidiary of Turkcell Group, was established in 2012. It is 100% owned by BeST and has around 160 professionals located in Belarus as of December 31, 2025. Lifetech provides a full cycle of software development services and develops custom and platform-based solutions to Turkcell Group and other customers and carries out software development projects both in Belarus and other countries. Lifetech is a member of High-Technology Park of Belarus since 2019.
Kıbrıs Telekom
Kıbrıs Telekom, a wholly-owned subsidiary of Turkcell, was established in 1999 in the Turkish Republic of Northern Cyprus. As of December 31, 2025, Kıbrıs Telekom had 0.7 million registered subscribers. Kıbrıs Telekom operates its 2G, 3G, 4G, and 5G services under license agreements that have been progressively expanded and extended, with current terms aligning their expiration to 2041.
The original foundation for these services was established on April 27, 2007, when Kıbrıs Telekom signed an agreement with the Ministry of Public Works and Transportation of the Turkish Republic of Northern Cyprus. Effective August 1, 2007, this 18-year agreement replaced a 1999 revenue-sharing model and granted GSM 900 and GSM 1800 licenses for a fee of USD 30 million including VAT to further enhance its infrastructure, the Company was awarded a 3G (IMT 2000/UMTS) license in 2008 for USD 10 million.
Building on these legacy authorizations, Kıbrıs Telekom was awarded a combined 4G/5G (IMT-Advanced and IMT-2020) license on November 7, 2022, acquiring 247 MHz of new spectrum (in 700 MHz, 800MHz, 900MHz, 1800MHz, 2100MHz, 2600MHz and 3600MHz bands) for USD 19.1 million, including VAT. This enabled the launch of 4.5G services on September 7, 2023. Under this 18-year authorization, Kıbrıs Telekom is permitted to offer 5G services utilizing 4G spectrum starting September 7, 2026, with full 5G deployment across all awarded bands (including 700 MHz and 3600 MHz) scheduled for September 7, 2028. An option exists to accelerate this full deployment to 2027.
Most recently, on April 27, 2025, the existing 2G/3G License Agreement was extended for 16.5 years to September 7, 2041. Concurrently, the Company acquired an additional 73.6 MHz of bandwidth (within the 900 MHz, 1800 MHz, and 2100 MHz bands) for a total fee of USD 5.9 million (excluding VAT). This fee is payable in six installments over a five-year period.
In 2012, Kıbrıs Telekom acquired Internet Service Provider and infrastructure establishment and operation licenses. Kıbrıs Telekom applied for a right of way to major municipalities and the Ministry of Transportation in order to establish a national fiber-optic infrastructure. On January 24, 2014, a protocol was signed between Kıbrıs Telekom and the Ministry of Transportation for the right of way for highways. Total fiber-optic infrastructure implementation was at 69 kilometers by the end of 2025. In 2017, Lifecell Digital Limited (“Lifecell Digital”) was incorporated in order to operate as an Internet Service Provider company and offer converged telecom services. Lifecell Digital also acquired an infrastructure license in December 2018. In addition, Lifecell Digital was granted MVNO and call carrier licenses in May 2022.
In July 2025, the TRNC authorities articulated an objective to develop and modernize the country’s digital infrastructure and, to this end, entered into a protocol with Türkiye aimed at establishing a nationwide fiber-optic network, including international connectivity through submarine fiber-optic cables. In this context, the Turkish incumbent, Türk Telekom, has established a dedicated subsidiary to undertake the deployment and operation of the fiber infrastructure in the TRNC. This protocol is expected to reshape the country’s fixed internet market over the next 25-year. Specifically, with its 5G FWA strategy, KKTCELL will become an innovative fixed internet provider and aim to establish a resell strategy for fiber.
The new generation payment platform, TRNC Paycell, was launched in 2023 with the vision to become an enabler on financial inclusion with a combination of technology and financial services. Thanks to its mobile application features, TRNC Paycell has enabled its customers to make secure purchases using only phone number information, to transfer money 24/7 to any phone number they wish, and to pay using QR technology.
The National Regulatory Authority determines mobile termination rates. Following an increase to TRY 0.06 in October 2023, the regulatory authority implemented a 37% reduction in November 2024, bringing the rate down to TRY 0.04. Most recently, in November 2025, MTRs were adjusted upward by 13%.
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The National Regulatory Authority designated Kıbrıs Telekom as an operator having significant market power in the mobile access and call origination markets in July 2021. Due to this designation, Kıbrıs Telekom is obliged to provide access and call origination service to MVNOs. As of December 31, 2025, there are two companies that have MVNO licenses.
As of January 1, 2025, Kıbrıs Telekom transitioned its home electronics and terminal business to a distributor management model. This transformation aims to centralize inventory management and enhance operational agility across the sales network. By leveraging this model, Kıbrıs Telekom seeks to optimize product availability through streamlined logistics and demand-based inventory planning. Furthermore, the transition facilitates rigorous sales performance, supporting sustainable growth and improved market reach.
Turkcell Global Bilgi
On October 1, 1999, Turkcell Global Bilgi was established to provide telemarketing, telesales, and call center services, particularly for Turkcell Group. Turkcell Global Bilgi manages customer contacts at every channel and offers digital technologies, technological support services and customer care services to more than 100 companies in particularly banking, retail, e-commerce, insurance public and the airline industry. By announcing its presence as a Customer Experience Center in 2016, Turkcell Global Bilgi started to more deeply analyze customer experiences, gaining vast experience in the process. On August 4, 2017, Turkcell Global Bilgi obtained an R&D center certificate from the Ministry of Science, Technology and Industry. Turkcell Global Bilgi offers comprehensive solutions that support digitalization in addition to contact center services. These solutions include robotic process automation (RPA) to automate business processes, cloud-based telephony solutions for managing communication infrastructures in cloud environments, as well as digital customer representatives, chat and chatbot applications, social media platforms and video contact center technologies. These digital technologies are developed and delivered as services to enable more efficient, faster and omnichannel management of customer interaction processes. As of December 31, 2025, Turkcell Global Bilgi had 17,503 employees. 58% of these employees serve Turkcell’s customers, 37% serve customers of third parties, with the remaining working as administrative personnel.
Turkcell Superonline
Turkcell Superonline was founded in 2009 through the merger of our subsidiary Tellcom (founded as Bilisim Telekomunikasyon in 2004 and became Tellcom in 2006) with the Superonline business acquired from the Cukurova Group. We believe that Turkcell Superonline differentiates itself through its superior network quality and leading-edge technology with its own fiber infrastructure along with commitment to after sale services quality. Turkcell Superonline operates across our three main customer categories; consumer, corporate and wholesale. Turkcell Superonline has a wide range of services. Fixed broadband, voice and TV services are provided to consumers. Fixed data, voice, data center & cloud along with cyber security services are among the services provided to corporates. Wholesale services include wholesale international and local data and voice services with over 300 business partners.
As of December 31, 2025, Turkcell Superonline had 67.1 thousand km fiber backbone covering 81 cities in Türkiye and has 19 border crossings. The company offers fiber coverage in 30 cities and increased its homepasses to 6.3 million as of December 31, 2025, from 5.8 million in the previous year. Including partnership engagements, we are capable of covering 11.3 million households in 81 cities.
Turkcell Superonline aims to continue to invest in and expand its own fiber-optic network and further utilize the group synergy created with Turkcell. Turkcell Superonline also has a fixed telephony services authorization, which enables it to provide call origination and termination for consumers and corporations. As of December 31, 2025, Turkcell Superonline had 2.6 million fiber and 1.4 million IPTV subscribers.
Turkcell Superonline began to provide 1000 Mbps service to homes in May 2011 for the first time in Türkiye. Turkcell Superonline has rendered Türkiye as one of the first countries where a 1000 Mbps connection is provided to homes. Since 2018, Turkcell Superonline has a capability to offer 10 Gbps connections on a demand basis.
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Out of the total of 19 border crossings, we have four terrestrial and one third party submarine border crossings to Europe, providing geographically diverse and resilient routes to major European hubs. To the East, our infrastructure comprises 12 border crossings, facilitating high-speed capacity services across the Middle East, CIS and Asia. The next-generation network enables the Company to deliver high quality solutions to telecommunications operators, multinational corporations and governmental institutions. In addition, Turkcell Superonline, TI Sparkle signed an Memorandum of Understading protocol for a new submarine project between İzmir and Hania-Crete allowing for an alternative self-owned submarine border connection to Mediterannian international lines simultaneously connecting to both Europe, the Middle and Far East.
Turkcell Superonline has secured the tenders of BOTAŞ, Türkiye’s state-owned pipeline company, and TEİAŞ, Türkiye’s state-owned electric power transmission company, for the indefeasible right to use their installed fiber optic capacities on a national and regional basis, respectively. On May 7, 2025, we won the BOTAŞ tender for an additional 15-year term, complementing our existing regional TEİAŞ agreements, the earliest of which expires in 2033, which also grant rights to install and operate additional fiber optic cables. As an important portion of our fiber infrastructure backbone routes is established upon these specialized networks, our operations are inherently dependent on the continuity of these arrangements.
Turkcell Superonline offers its local and foreign clients wholesale voice termination, international leased data lines, internet access, data center and infrastructure services. It is also authorized to provide satellite communication services, infrastructure operating services, internet services and wired broadcasting services, as well as mobile virtual network operating services. The company carries the majority of Turkcell’s traffic.
Turkcell Superonline pursues a domestic wholesale business strategy as well providing wholesale products such as bit stream access via its FTTx fiber coverage, infrastructure services, backbone transmission, ethernet, IP transit capacities, cyber security and VPN services to operators, service providers and data center companies in the Turkish market.
Turkcell Superonline is leading the localization strategy for Türkiye’s data and internet traffic by developing partnerships with internet exchange platforms, Tier 1 operators, global/local content and cloud service providers to enable direct access to all networks, and also commercializing internet traffic.
Global Tower
Global Tower was established in 2006 as a wholly owned subsidiary of Turkcell and commenced its operations in 2007 to provide infrastructure management by leasing places on towers to private and public entities and institutions. It is the first and only tower company in Türkiye. In addition to Türkiye, it has operations in Belarus and the Turkish Republic of Northern Cyprus. Today, it serves not only mobile network operators but also broadcasting, ISPs, energy, public institutions and other related industries. Its 100% owned subsidiary in Belarus, Beltower LLC (“Beltower”), was founded in 2016 and has a right of use agreement signed with BeST.
Global Tower operates a unique portfolio of 10,646 towers, 9,694 of which are located in Türkiye. As of December 31, 2025, Global Tower operated 837 towers in Belarus, as well as 115 towers in the Turkish Republic of Northern Cyprus with right of use, through agreements with the tower owners to sublease them to third parties through revenue share agreements. Global Tower also provides service to around 427 mobile towers in Türkiye.
Global Tower provides fast and high-quality service to its customers in collaboration with its business partners. In Türkiye, Global Tower manages the processes of renting, maintaining and installing towers in 18 structured regions with its four solution partnerships and two installation subcontractors.
Global Tower helps customers expand their network, enables peer-to-peer telecommunications and provides broadcasting field infrastructure solutions, turn-key setup services and professional operation-maintenance services. With its project management, field rental, construction works, ready-for use field delivery solutions, it helps private and public institutions reach more customers.
Global Tower’s wide service range consists of shared infrastructure services in tower/rooftop/in house fields, TV-radio infrastructure solutions, E2E and wind power infrastructure solutions, M2M/scada/telemetry infrastructure solutions, GSM-R solutions, mobile tower solutions, acclimatized system room solutions, energy infrastructure solutions, hybrid systems solutions (solar/wind), infrastructure maintenance and operation services, field acquisition and contract management services and satellite telecommunication solutions & services.
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Global Tower obtained a satellite service license from the ICTA and initiated its satellite services where point-to-point or point to multipoint seamless and telco-grade data communication is needed. We provide closed satellite network solutions to our mobile network infrastructure, corporate customers and public institutions via our VSAT and SCPC satellite products. Our experienced satellite operations center and field operations and maintenance teams provide 24/7 services for over a thousand VSAT terminals.
Turkcell Teknoloji Araştırma ve Geliştirme A.Ş. (“Turkcell Teknoloji”)
Turkcell Teknoloji, a wholly owned subsidiary established in 2007, serves as the Company’s primary research and development hub. As of December 31, 2025, the Turkcell Teknoloji R&D Center employed over 1,000 researchers accredited by the Ministry of Industry and Technology of Türkiye. The subsidiary focuses on developing proprietary solutions across mobile communications, 5G and beyond, artificial intelligence (AI), blockchain, and fintech to drive digital transformation.
Turkcell Teknoloji maintains a diversified R&D portfolio designed to address the evolving demands of the digital economy. The Company’s development efforts are concentrated across high-impact domains, including next-generation mobile communication solutions, 5G infrastructure, cybersecurity, and cloud-native platforms. Furthermore, the Company leverages its expertise in big data analytics, AI-driven automation (AIOps), and blockchain to deliver scalable B2B and B2C solutions, ranging from mobile financial systems and digital identity technologies to advanced media services such as IPTV and OTT platforms.
Technological innovation remains a fundamental pillar of our corporate strategy. By closely monitoring global trends, Turkcell continues to invest in large-scale R&D initiatives to reinforce its infrastructure and maintain its leadership position within the Turkish technology ecosystem. These initiatives are focused on enhancing operational efficiencies and developing high-margin, value-added services tailored for diverse market segments. Our commitment to R&D excellence ensures that our proprietary solutions remain adaptable to emerging technological shifts while providing a competitive advantage.
Turkcell Teknoloji’s solutions are being strengthened with state-of-the-art, AI-powered products under development in-house around strategic themes and supported by globally recognized certifications and validations, including strong performance in the U.S. Department of Commerce’s National Institute of Standards and Technology Face Recognition Vendor Test (NIST FRVT) 1:1. In our customer digital onboarding journeys, we utilize advanced AI-driven identity verification capabilities, complemented by in-house liveness detection models to enhance security and ensure regulatory compliance. Throughout subscription processes, we also verify customer identities digitally through standards-compliant OCR checks, improving both efficiency and security while expanding OCR-based document digitization across the organization to increase employee productivity and minimize operational risks. In parallel, we are strategically expanding the integration of Generative AI (“GenAI”) across both customer-facing and internal platforms. Within our digital channels, we have transitioned our mobile chatbot architecture from traditional AI-based NLU systems to Large Language Model (LLM)-driven intent classification, significantly enhancing contextual understanding and interaction. In the next phase, we plan to deliver hyper-personalized interactions in our chatbot. Internally, we have developed “Teknocan” a RAG-based enterprise platform that enables employees to interact with corporate knowledge bases, create custom AI agents, generate presentations, and retrieve information via MCP server integrations. To further elevate customer experience and operational intelligence, we have introduced our insight product, which consolidates customer interactions from call centers, chatbots, live chat, email, and back-office channels into a unified interface, enabling advanced content, sentiment, topic, and summarization analyses. This solution provides a clear and structured evaluation framework to uncover root causes of customer issues and surface experience gaps, while offering a comprehensive view of customer satisfaction and feedback. Complementing this, our Agent Assist solution being developed to deliver real-time, “next-best-action” recommendations to customer representatives, proactively presenting relevant information, reducing cognitive load during high-stress interactions, and ensuring consistent, high-quality service delivery across all touchpoints. In all the solutions mentioned above, to ensure the highest level of data sovereignty and prevent the leakage of sensitive or personal information, all these GenAI capabilities are powered by on-premise LLMs running exclusively on internal GPU infrastructure, providing a fully secured and isolated environment for corporate data.
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In the fintech sector, Turkcell Teknoloji remains committed to advancing its innovation efforts by delivering cutting-edge digital products and services to meet the evolving needs of customers. Our recent initiatives have been expanded to incorporate AI and machine learning capabilities, paving the way for smarter and more intuitive solutions. We continue to offer a wide range of personalized financial products through these fintech solutions, tailored to both Turkcell customers and non-Turkcell customers, as well as the customers of Turkcell group companies. These solutions include machine-learning-driven tools for dynamic risk assessment, fraud detection, and personalized credit scoring and pricing, particularly during the loan disbursement phase. Additionally, during the payment collection process, we have upgraded our advanced payment systems to support seamless multi-currency transactions.
Turkcell Teknoloji’s development and operations (“DevOps”) transformation has unified teams, accelerated delivery and strengthened governance. By embedding security protocols directly into the Software Development Life Cycle (SDLC), an approach known as DevSecOps, the Company has successfully ‘shifted security left.’ This integration automates security audits and quality assurance from the initial stages of development, significantly mitigating vulnerabilities and deployment-related risks. To maximize efficiency across the SDLC, we instrument and measure development, analysis, and testing workflows end to end; we systematically identify and remediate inefficiencies through data driven corrective actions; and we extensively leverage AI capabilities to augment code review, optimize test coverage and execution and accelerate defect detection and root cause analysis.
Since 2018, Turkcell Teknoloji has been actively conducting research and development activities in blockchain technologies. Through extensive studies, the company has developed innovative products and services aimed at unlocking the value potential of this technology. In line with this vision, Turkcell has focused on solutions such as digital asset management, digital wallets, and digital identity systems. In 2025, as another significant milestone, Turkcell launched a new login method for identity verification on the Republic of Türkiye’s e-government platform through its digital identity product. This solution enables citizens to securely access a wide range of public services and government information online. Throughout this journey, Turkcell Teknoloji has closely monitored industry developments at both national and international levels and has actively pursued collaboration and partnership opportunities to drive innovation and deliver cutting edge blockchain based solutions.
Turkcell Teknoloji has expanded its Cyber Security R&D focus this year to address complex challenges in Generative AI and automated testing. To handle the specific structure of the Turkish language, the company developed a unique hybrid architecture for Large Language Models. In application security, a new “Shift-Left” Dynamic Application Security Testing (DAST) solution was introduced, utilizing browser extension technology to manage multiple testing engines efficiently. In parallel, internal code auditing was also strengthened by a patent-pending analysis engine designed to detect sensitive data with high accuracy. Turkcell Teknoloji also redefined access control with a privacy-centric CAPTCHA system that aggregates behavioral analysis and Proof-of-Work into a dynamic risk score without using cookies. For network defense, a recursive discovery architecture was deployed to uncover unknown assets and validate potential vulnerabilities. Strategic management has been transformed by a new platform that allows teams to run instant “what-if” risk simulations. Additionally, Turkcell Teknoloji launched a domestic Cyber Threat Intelligence platform to ensure central tracking and full regulatory compliance. These combined efforts demonstrate a strong commitment to building specialized, reusable, and independent security technologies.
Turkcell Teknoloji collaborates with a wide network of national and international R&D companies, universities, and research centers, playing an active role in both Türkiye’s research and development ecosystem and international collaborative programs. The aim is to expand the entrepreneurial ecosystem, support the vision of technoparks, and lead in R&D by fostering collaborations with all stakeholders committed to progress and innovation. Turkcell Teknoloji engages in collaborations with universities across Türkiye, supporting academic studies focused on software development life cycle artificial intelligence, blockchain, quantum technologies, and 5G and beyond. Through these partnerships, university-industry cooperation is enhanced, contributing to the creation of value-added products in the country.
Turkcell Teknoloji actively participates in European collaborative research programs, including the EUREKA program, which fosters European competitiveness and integration while promoting R&D collaboration across more than 45 countries. Participation in such international collaborations allows Turkcell Teknoloji to access cutting-edge research, leverage diverse expertise, share knowledge, and accelerate technological advancements. Engaging in these projects enhances the company’s capacity for innovation and supports the development of globally competitive products and services. Turkcell Teknoloji is a board member of two EUREKA clusters: ITEA4 and Celtic Next, contributing to the establishment and progress of the European research agenda and participating in pioneering research and innovation projects.
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A significant focus for Turkcell Teknoloji in international collaboration is the Horizon Europe program, the European Union’s key funding framework for research and innovation. The program, publicly funded by the European Commission, facilitates large-scale collaborative projects aimed at addressing global challenges and advancing scientific excellence. Turkcell Teknoloji actively engages in Horizon Europe projects to develop innovative solutions that align with European research priorities while contributing to global sustainability and digital transformation goals. Horizon Europe also provides a platform for Turkcell Teknoloji to build long-term collaborations with prominent European R&D institutions, technology providers, and industry leaders, fostering knowledge exchange and technological advancement. To further strengthen its strategic engagement in emerging technologies, Turkcell Teknoloji has initiated membership processes for the 6G-IA (6G Smart Networks and Services Industry Association) and ADRA (AI, Data, Robotics) EU partnership, aligning its efforts with Horizon Europe objectives for the advancement of AI-driven and next generation communication technologies.
As of the date of this report, Turkcell Teknoloji is actively conducting 12 national and EU-funded and innovation projects, spanning a broad spectrum of advanced digital technologies and applied research domains. The Company’s R&D portfolio strategically integrates industrially oriented national projects with large-scale European collaborative initiatives. The projects are primarily focused on next-generation 5G and 6G communication networks, intelligent and energy-efficient network management systems, and cloud-to-edge computing architectures. Furthermore the portfolio leverages AI–driven optimisation and advanced machine learning to enhance operational efficiency, generative AI-supported software development, and logistics management. Key research areas also include post-disaster coordination technologies and the development of sustainable, cost-effective connectivity solutions. To date, the company has collaborated with over 300 stakeholders from 25 different countries in publicly funded projects. The company continues to focus on increasing Horizon Europe and EUREKA project applications and funded projects in the coming years.
Intellectual property (IP) is a cornerstone of Turkcell Teknoloji’s innovation strategy. The company’s increasing number of patent applications is a testament to its commitment to technological advancement. By the end of 2025, a total of 612 national and 33 international patent applications were submitted by the Turkcell Teknoloji R&D Center. A total of 5,308 national and 313 international patent applications, along with 1,215 registered patents, have been recorded by Turkcell Teknoloji.
Turkcell Satış A.Ş. (“Turkcell Satış”)
Turkcell Satış sells telecommunication and IT products through our flagship store and provides a wide variety of products via our website “www.turkcell.com.tr.” In the last quarter of 2020, e-commerce business related to consumer electronics was rebranded under “Pasaj” and also started to serve as a marketplace platform for consumer electronic sales of third-party sellers. In addition, since Turkcell Satış is experienced in the sector, it also acts as an intermediary between producer and distributors to support the determination of products, pricing, amount to be sold, sales support components and management of their inventory. Our system integration projects and technology operations within the healthcare sector, including PPP City Hospitals, are executed through our subsidiary, Turkcell Satış ve Dijital İş Servisleri A.Ş.
Turkcell Dijital İş Servisleri A.Ş. (“Turkcell Dijital” or “Turkcell Digital Business Services”)
In March 2021, Turkcell Dijital İş Servisleri A.Ş. (often referred to as Turkcell Digital Business Services in the report) was incorporated and registered through carve out from Turkcell Satış in order to monitor its performance more coherently. Its area of operations include system integration and managed services, new generation technologies, business applications and supplying required hardware to cover end-to-end IT and technology related solutions and services for enterprises.
Turkcell Digital Business Services aims to be a reliable technology partner that will provide tailor-made end to end IT solutions for enterprise customers. It enables customers to move forward with the most appropriate financial model in their new technology investment plans and focus more on their own business. It particularly targets sectors including health, manufacturing, retail, central and local authorities, logistics, finance, energy and SMEs.
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Turkcell Finansman A.Ş. (“Turkcell Finansman” or “Financell”)
Turkcell Finansman (referred to as “Financell”), a wholly-owned subsidiary of Turkcell, was established in October 2015 with the approval of the BRSA and launched nationwide in March 2016. It is the first finance company in Turkish telecommunications sector to be focused primarily on meeting the financial needs of individuals and corporate customers, and began by providing financing solutions to existing or new Turkcell customers for their smart devices, tablet, accessory or other device purchases. Companies that use Financell loans can finance their needs of hardware and devices with customized prices, interest rates and flexible payment plans.
In 2019, Financell added corporate entities to its existing individual customer portfolio in support of Turkcell’s corporate business. In 2020, Financell started providing financing solutions also to Turkcell Superonline customers. In 2022, Financell started providing consumer loans via the Paycell platform for online and offline shoppers, auto loans, and solar panel loans via project firms.
As at the end of 2025, as per Association of Financial Institutions data, Financell was the leading finance company in Türkiye in terms of number of customers.
Financell’s main strengths are its ability to reach both telco and financial sector data and its robust risk modelling system. Our fully automated risk model utilizes over 5,000 data points using an advanced machine learning algorithm. Secondly, Financell has had the advantage of collecting the monthly loan payments via the customer’s Turkcell bill, which further reduces the unpaid risk. However, a regulation for payment companies including Paycell became effective in October 2023 that introduced a cap on the payment service amount that may be included in each monthly mobile invoice, which has increased and may continue to increase our unpaid risk and collection costs. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business—Changes in the regulatory environment in the sectors in which we operate could adversely affect our business and financial condition.”
Since January 2020, installment periods for smartphone purchases in Türkiye have been subject to regulatory limitations based on retail price thresholds. As of December 31, 2025, devices with a retail price exceeding TRY 20,000 are restricted to a maximum three-month installment plan, while those priced below this threshold may be offered with up to a twelve-month plan. Although the regulatory threshold has been progressively adjusted—from TRY 3,500 in 2020 to TRY 5,000 in December 2021, TRY 12,000 in January 2023, and most recently to TRY 20,000 in December 2024—these constraints have exerted downward pressure on the volume of consumer loans disbursed by our finance subsidiary, Financell. To mitigate these impacts, Financell maintains a prudent risk management framework while diversifying its distribution network. Beyond Turkcell’s physical stores, website, and mobile application, Financell’s credit solutions are integrated into the Paycell platform, Turkcell and Financell call centers, and selected third-party merchants.
The digital banking regulation in Türkiye was announced by the BRSA on December 29, 2021. Turkcell made its application to the BRSA for an establishment permit, which is the first step, on June 27, 2022. The application is still pending. If and when the approval is received, the remaining process would involve establishing a fully functioning digital bank, and we would apply once again for an operation permit to the BRSA.
Financell maintains a diversified funding base comprising equity and debt financing. While bilateral loans from local and international banks remain the primary source of funding, the Company also utilizes local debt capital markets to optimize its liquidity position. Throughout 2025, Financell issued a series of short-term commercial papers with an aggregate nominal value of approximately TRY 2.0 billion (not restated for IAS 29), with maturities ranging from three to four months. These issuances demonstrate the Company’s continued access to local capital markets and its ability to manage short-term working capital requirements effectively.
During 2025, Financell granted TRY 19.1 billion of loans. As of December 31, 2025, the total outstanding loan portfolio is at TRY 7.8 billion, compared to TRY 6.6 billion at year-end 2024 (both values are not restated for IAS 29). This contraction in the outstanding balance reflects the Company’s strategic focus on portfolio quality and the impact of prevailing regulatory installment limits.
The Company’s Cost of Risk (CoR) increased to 4.1% as of December 31, 2025, from 2.9% in the prior year. This trend is closely monitored as part of our proactive risk management framework, reflecting broader macroeconomic conditions.
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Turkcell Dijital Sigorta
Turkcell Dijital Sigorta operates in the non-life insurance sector, under the brand Wiyo. The product portfolio consists of mobile phone protection, credit protection, accident & health (A&H) and compulsory earthquake insurance. Its flagship product, mobile phone protection insurance (Akıllım Güvende), positions the company as Türkiye’s only insurer specialized in smartphone insurance. The Company also provides Cyber Security Insurance covering Turkcell Group companies.
Turkcell Sigorta
Turkcell Sigorta acts as an agent and arranges corporate insurance for Turkcell and its group companies that are based in Türkiye via Turkcell Dijital Sigorta and other insurance companies, including the “Directors and Officers Liability Insurance,” which covers the liability of executives within the Turkcell Group with respect to their duties, and “Property and Casualty Group Policies,” which protect the assets of Turkcell and its group companies against risks such as fire, earthquake, flood and storm risks.
Turkcell Ödeme ve Elektronik Para Hizmetleri A.Ş. (“Turkcell Ödeme” or Paycell”)
Turkcell Ödeme became operational as of March 2012, presenting users with a convenient mobile payment solution and offering a streamlined experience under the “Paycell” brand. Paycell is a payment services platform providing digital payments and core financial solutions for both merchants and consumers.
In August 2016, Turkcell Ödeme acquired a Payment Service Provider License from the BRSA to become the first mobile network operator subsidiary in Türkiye holding this license. With its brand “Paycell,” Turkcell Ödeme has expanded its merchant network by implementing easy and secure payment methods, both online and in stores, across a wide range of everyday services. Paycell offers a comprehensive digital financial ecosystem that simplifies daily life for customers through services such as direct carrier billing (Pay Later), money transfers, payments, wallet, and a prepaid card, while providing merchants with QR-based payment options and Android /virtual POS solutions as well as Pay by Link. We have further expanded our finance products with precious metal and shopping limit (consumer finance product). Paycell users are able to buy, keep or sell precious metals directly through the app. We introduced Paycell Shopping Limit, a consumer finance solution that enables purchases in up to 36 monthly installments, developed through the collobration of Paycell and Financell. Additionally, we integrated with the Interbank Card Center’s infrastructure to enable seamsless QR payments nationwide, allowing customers to pay effortlessly via their mobile phones.
Since receiving its electronic money payment license in July 2017, Paycell has evolved into a comprehensive financial ecosystem. The platform has sustained its growth by integrating peer-to-peer money transfers, expanding merchant partnerships, and increasing the penetration of Paycell prepaid cards. To bolster its card issuance capabilities, Paycell has established long-term strategic partnerships with Visa, Mastercard, and TROY (by the Interbank Card Center). Reflecting our operational continuity, these collaborations involve ongoing incentive-based agreements with Visa and Mastercard. On the technological front, Paycell has significantly enhanced its contactless payment capabilities. Following the initial launch of NFC payments with TROY in December 2024, the service was expanded in 2025 to include all Visa and Mastercard holders on compatible Android devices. Furthermore, the app now enables QR-based payments, allowing users to utilize third-party bank cards stored within their Paycell digital wallets. Beyond its core B2C offerings, Paycell has strategically entered the B2B segment, leveraging its proven track record and corporate infrastructure to provide tailored solutions for business partners.
In November 2023, Paycell became one of the first payment and electronic money institutions to qualify for participation in the CBRT’s Instant and Continuous Transfer of Funds (“FAST”) project. The FAST system enables instant and 24/7 money transfers, independent of EFT (Electronic Fund Transfer) hours. With the implementation of FAST, unique IBANs have been assigned to Paycell users, allowing money transfer processes to be executed quickly and seamlessly. With the integration of the FAST system, Paycell has enhanced the user experience by providing access to other services offered by the Interbank Card Center—delivering not only speed and convenience but also superior security and service continuity.
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In 2025, Paycell obtained three new CBRT licenses, becoming the first payment and electronic money company to be fully licensed across all service areas subject to CBRT approval under the payment and electronic money regulations. Paycell has also integrated with the Interbank Card Center’s open banking infrastructure, enabling customers to link all their bank accounts in Paycell, view balances and transaction histories across different institutions, and initiate payments from their bank accounts—without switching between applications. Another development is a new collaboration aimed at increasing Paycell App adoption and deepening penetration among parents and students. Paycell and Okulyo, a student tracking solution provider, have joined forces to deliver a payment infrastructure that links the access cards students use at school entrances with the payments they make at schools.
Paycell’s aim with end-to-end payment solutions is to bring the merchants and the consumers together by offering ease-of-use, new technology and financial benefits to consumers, while facilitating further revenue generation for merchants through payment and CRM solutions. Paycell POS offers collection and e-invoice processes in accordance with regulations on a single platform and provides cost efficiency for its merchants. Paycell continues to improve its products and services for merchants. The Android POS product, with its value added services such as RestaurantPOS, TaxiPOS, seeks to provide cost optimization and increase efficiency. Our Virtual POS product, where we provide a smooth end-to-end experience with ongoing developments made with integrators providing services in the e-commerce sector, not only seeks to provide cost savings for both our merchants in the market and Turkcell e-commerce channels, but also to provide value-added services and additional revenue for Paycell. Pay by Link, which is an ideal solution to make the online payment experience fast and secure, and can be used in many sectors, from the automotive industry to the service sector. Merchants can quickly and easily apply for POS products via the IstePaycell platform, via web and mobile application.
Paycell expanded its financial services portfolio with international money transfer solutions, enabling fast, secure, and transparent cross-border transfers for both sending and receiving through partnerships with Mastercard and Remitly. Paycell allows consumers to receive money from 50 countries and send money to Mastercard cards and bank accounts in more than 80 countries via digital channels, enhancing financial accessibility while creating new revenue streams and cross-selling opportunities across its ecosystem.
Paycell’s globalization efforts continue through various activities and initiatives. Following Paycell Northern Cyprus’ digital wallet application launched in July 2023, as of 2025, e-money and bill payment services in Turkish Republic of Northern Cyprus are now actively used by over 9,600 verified customers. In 2026, the Paycell Northern Cyprus application aims to increase usage rates and user activity through customer campaigns and standard promotional activities. In 2024, following a strategic shift decision, Paycell LLC ceased its operations in Ukraine, and on January 27, 2025, we decided to liquidate the company. In 2024, Paycell Europe gained traction in international money transfer and payment services in European Union countries, with over 2,700 verified customers using its money transfer application. In addition to enabling transfers to Paycell Wallet in Türkiye, Paycell Europe now offers direct transfers to Turkish bank accounts in partnership with Paytop. Furthermore, Paycell is expanding its corridors to facilitate money transfers to and from other countries. Paycell Europe continues to focus on international money transfer activities, prioritizing growth and service improvements in this area. While the company is researching opportunities to develop financial platform services in the future, its immediate focus remains on enhancing its money transfer services.
As of December 31, 2025, Paycell had 6.7 million three-month active users. The Paycell app has been downloaded 35.0 million times to date. Paycell mobile payments three-month active users reached 5.5 million. The total transaction volume through Paycell reached TRY 175.1 billion in 2025 (not restated for IAS 29).
Sofra Kurumsal ve Ödüllendirme Hizmetleri A.Ş. (“Sofra”)
Sofra was incorporated on July 24, 2018. On October 21, 2024, Turkcell Ödeme acquired a 33.3% stake in Sofra from Posta ve Telgraf Teşkilatı A.Ş., thereby completing the acquisition of all remaining shares and reaching 100% ownership. Sofra offers meal cards issued under the “PAYE Card” brand, enabling personnel of customers to conveniently purchase food at member merchants. At the end of 2025, PAYE Card had 30 thousand active cardholders with services at around 8 thousand merchants. PAYE Card also has a virtual card feature which enables consumers to pay with QR at selected chain stores.
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Turkcell Enerji
Turkcell Enerji, a 100%-owned subsidiary of Turkcell, was established on February 20, 2017 with the vision of being a leader in the transformation of energy markets in Türkiye through digitalized, decentralized and decarbonized solutions. Turkcell Enerji owns an electricity supply license, issued by the Energy Market Regulatory Authority (EMRA), on May 11, 2017, for a period of 20 years. This enables the company to trade electricity and/or electrical capacity. Turkcell Enerji is able to supply electricity to eligible residential, commercial and industrial customers in Türkiye.
Turkcell Enerji acquired the entire shares of Boyut Enerji by means of a share transfer completed on August 18, 2021. Boyut Enerji owns Karadag Wind Power Plant located in Izmir, Türkiye, which has an 18MW mechanical installed capacity. The plant commenced operations in 2016 and holds a license that will expire in 2057, and has a state purchase guarantee until the end of 2026.
Turkcell Enerji continued to advance its renewable energy investments to support self-consumption. In 2025, a 163.5 MW solar power plant was installed and a further 62.3 MW solar power plant was commissioned. We aim to further expand our renewable energy capacity in 2026 while maintaining a strong focus on energy efficiency.
TDC Veri Hizmetleri A.Ş. (“TDC”)
We have identified the data center and cloud business as a strategic priority and are consequently allocating significant investments to support its growth. To optimize operational focus and scalability, we undertook a corporate restructuring. On July 11, 2024, TDC was incorporated and, on February 20, 2025, Turkcell Superonline’s data center assets were transferred to this new entity via a partial demerger. This organizational separation is designed to manage our data center and cloud operations more effectively through oversight. To further bolster our market position, we have also established a strategic partnership with Google Cloud. See “—III. Customer Segmentation and Services—b. Services—(iv) Digital Business Services Data Center & Cloud Services.”
Atmosware Teknoloji Eğitim ve Danışmanlık A.Ş. (“Atmosware”)
Atmosware, a wholly-owned subsidiary of Turkcell, was incorporated on October 8, 2021, to support Turkcell’s software development activities. Since its inception, Atmosware has expanded its scope and currently plays a critical role in executing our Company’s AI-driven digital transformation and software strategies.
Atmosware focuses on providing software development services and technical solutions that enhance the operational agility of the Turkcell Group. By leveraging its deep technical expertise, the company reduces external dependencies and optimizes R&D expenditures. Beyond internal Group projects, Atmosware aims to commercialize its software capabilities by offering turn-key consulting and technology services for the AI-powered digital transformation processes of corporate clients across various sectors in Türkiye.
Viewing technical talent management as a strategic priority, Atmosware operates as a specialized technology training center. The company cultivates a sustainable pipeline of highly skilled software developers to support our Company’s innovation capacity in cloud computing, data analytics, and next-generation communication technologies. This talent-centric service model positions Atmosware as a key enabler of Turkcell’s technological leadership and long-term sustainable growth.
lifecell
We acquired our interest in our former subsidiary lifecell (operating under the “life:)” brand on April 2, 2004, by purchasing the entire share capital of lifecell’s parent, CJSC Digital Cellular Communications.
After the Russia invasion on February 24, 2022, lifecell continued its operations providing services to subscribers throughout Ukraine, except in areas where equipment has been damaged as a result of hostilities and access is currently impossible. lifecell together with other mobile operators launched national roaming throughout Ukraine. In 2023, despite the active hostilities and shelling by Russia, lifecell continued to restore the network infrastructure in Kherson, Mykolaiv, Kharkiv, Donetsk. As of December 31, 2023, lifecell had 11.7 million registered mobile subscribers, mainly prepaid. lifecell’s three-month active subscribers had reached 9.9 million as of December 31, 2023.
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On December 29, 2023, Turkcell signed a share transfer agreement for the transfer of all shares, along with all rights and debts, of lifecell and Turkcell’s other Ukrainian businesses (Global Bilgi LLC and UkrTower) to NJJ Capital. On September 9, 2024, the transfer of shares, along with all rights and liabilities, of the above-mentioned companies was completed and Turkcell received USD 524.3 million in accordance with the share purchase agreement. As of September 9, 2024, the total sale value amounted to TRY 18,455.5 million, consisting of cash collected (TRY 17,778.0 million) and other receivable (TRY 677.5 million) related to the net cash/debt adjustment. The total gain on the sale was attributable to the net asset value of the companies (TRY 15,194.6 million) and accumulated foreign currency translation differences (TRY 5,560.3 million) related to foreign investments up to the sale date. The resulting total net income on the sale, after accounting for these factors, was TRY 8,821.2 million as of December 31, 2024. On August 4, 2025, based on the financial statements prepared as of the closing date, the final sale price was determined to be 538.7 million USD. Other receivables with a nominal value of 677.5 million TL related to the acquisition in 2024 were finalized with a nominal value of 490.1 million TL. The difference in nominal value of 187.4 million TL was reported under discontinued operations in 2025.
Equity Accounted Investments
Türkiye’nin Otomobili Girişim Grubu Sanayi ve Ticaret A.Ş. (“Togg”)
Following Turkcell’s commitment on November 2, 2017 to “Türkiye’s Automobile Project,” Togg was incorporated on June 25, 2018, with six founding members. The agreement aimed to establish a framework for designing, developing and manufacturing electric and connected cars, creating a mobility ecosystem, and forming a local company to manage intellectual and industrial property rights. Following a shareholder restructuring on June 1, 2021, Turkcell (through its subsidiary Turkcell Gayrimenkul) increased its stake to 23%, joining AG Anadolu Grubu Holding A.Ş., BMC Otomotiv Sanayi ve Ticaret A.Ş., Vestel Elektronik Sanayi ve Ticaret A.Ş.as equal major shareholders, while Türkiye Odalar ve Borsalar Birliği holds the remaining 8%. Mass production at Togg’s Gemlik facility officially commenced on October 29, 2022. Togg operates a vertically integrated mobility ecosystem through its key subsidiaries, including Siro Silk Road Clean Energy Solutions (“Siro”) for battery production and technology, Togg Akıllı Ve Hızlı Şarj Çözümleri A.Ş. (“Trugo”) for charging network infrastructure and Togg Europe GmbH for its Europe activities.
The total number of Togg T10X, the C-SUV model, in Türkiye increased to 88 thousand as of December 31, 2025, compared to 50 thousand units as of December 31, 2024. This performance reflected sustained demand in the domestic electric vehicle market and continued consumer acceptance of the Togg brand. In 2025, Togg expanded its product portfolio with the introduction of its second smart device, the T10F, a sporty fastback model.
2025 marked the beginning of Togg’s commercial export operations to Europe. Pre-order processes for the T10X and T10F commenced in September 2025 in Germany. The company adopted a controlled market entry strategy focused on service readiness, customer experience, and operational quality rather than rapid volume expansion. In Germany, more than 100 vehicles were delivered by year-end. The company continues to evaluate market conditions, customer feedback, and operational capacity as part of its phased expansion approach in Europe.
Non-Consolidated Group Companies
Turkcell Foundation
Turkcell Foundation (“Turkcell Vakfı,” “Foundation”) was founded by our Company in 2018 in Türkiye. The Foundation is a not-for-profit organization aimed at reducing the public burden of the Turkish state by contributing to projects and charities that meet the social, educational, health, technological, environment, cultural, and moral current and future needs of the Turkish society. Following an application submitted by the Board of Trustees for the voluntary dissolution of the Foundation, a court decision was issued which became final on December 10, 2025, upon which the Foundation was formally dissolved.
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X. Potential Investments
Our efforts to selectively seek and evaluate new investment opportunities continue in order to pursue our strategy for growth by participating in those opportunities meeting our criteria. We may pursue inorganic growth opportunities both in Türkiye and internationally in order to leverage our experience and technological base. We may also pursue opportunities which include alliances, such as MVNOs, management service agreements and marketing partnerships, and that may be in the area of mobile or fixed telecommunications and services. We may also evaluate network sharing opportunities and participate in joint infrastructure companies within Türkiye. We will evaluate the opportunities of marketing the portfolio of our digital services in international markets to increase the users and our revenues from these services. We could also be interested in the acquisition of additional renewable energy production assets in accordance with Turkcell Group’s target of becoming a company meeting its electricity needs from eco-friendly resources.
We participated in the establishment of Turkcell New Technologies Venture Capital Investment Fund on March 7, 2022. The fund’s commitment is TRY 750 million. Its aim is to invest in technology-oriented ventures with high growth potential thereby supporting the respective companies to reach their growth targets. Moreover, the goal is to create strategic and financial benefits, and accordingly long-term value for our Company, through the synergies expected to be generated by these ventures. From its establishment to the end of 2025, our Company has invested around TRY 500 million (not restated for IAS 29) through our fund for the current portfolio, for which our company has no binding obligation to contribute further capital.
XI. Sustainability
Sustainability Strategy
Innovation and technology are the core catalysts of sustainable development. In this scope, mobile communication and digital technology applications play a major role in creating the infrastructure of sustainable development. Since we operate on a broad value chain that expands from mobile communication to digital applications, we aim to play a leading role in our operation ecosystem also with our sustainable integrated value model, as we do in every field. Accordingly, we observe to our stakeholders’ expectations, support sustainable development through our solutions shaped by international trends and best practices. By mitigating environmental, social and governance risks, we aim to strengthen our leading position in the sector while supporting long-term value creation for our stakeholders.
Sustainability Governance and Committees
We manage climate and environment related impacts across our value chain within the framework of our “Positive Imprint in Sustainability” strategy. Ultimate responsibility for the management of business processes under this framework rests with the Board of Directors. To ensure effective governance, the Board of Directors delegates certain responsibilities to its committees.
The Corporate Governance Committee oversees the implementation and development of corporate governance principles, monitors investor relations and sustainability activities and submits recommendations to the Board of Directors. As part of the organizational change during 2025, the activities of the Integrated Value Creation Committee were terminated, and the monitoring and evaluation of sustainability related outputs were placed under the supervision of the Corporate Governance Committee. This restructuring aims to address the sustainability, investor relations, and corporate governance functions more effectively, in a coordinated and holistic manner under a single governance structure.
The Sustainability Committee, composed of executives from different functions, determines sustainability priorities and reports on all activities and outcomes carried out under the ESG policies to the Board of Directors through the Corporate Governance Committee.
Risks and opportunities, including those related to sustainability and climate change, are escalated to senior management through the Early Detection of Risks Committee when necessary.
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The CEO contributes to the monitoring of progress toward sustainability and climate-related targets and oversees the alignment of the 2050 Net Zero target with the Company’s overall strategy. In addition, resource requirements and investment priorities related to sustainability initiatives are assessed within the relevant governance mechanisms. This governance structure is supported by the Investor Relations and Sustainability Department, operating under the Investor Relations and Corporate Finance Directorate. The Department develops short-, medium-, and long-term action plans, monitors progress against targets, evaluates sustainability performance and ensures coordination in the management of environmental and social impacts, particularly with regard to climate change.
Efforts to manage ESG impacts and to enhance sustainability performance are carried out by the units responsible for the relevant business processes. In this way, ESG considerations are fully integrated into corporate strategic decision-making processes.
Methodology
An important part of the analysis of our sustainability performance with internationally accepted methodologies are the evaluations made within the scope of sustainability indices and evaluation systems. We provide information to the S&P Global ESG Index, MSCI ESG Index, Borsa İstanbul Sustainability Index (adopted London Stock Exchange Group’s (LSEG) ESG scoring metrics) and CDP Climate Change Program every year. As of December 2025, we achieved a significant milestone by rising to second place among 289 telecommunications companies worldwide in the ESG rating published by the London Stock Exchange Group (LSEG). Moreover in 2025, we became an A-list company in CDP Climate Change program. This assessment, in which only 877 companies were able to be included in the A-list among more than 22,000 reporting companies, reflects Turkcell’s strong performance in environmental sustainability. Turkcell also achieved the highest A rating in the CDP Supplier Engagement Rating, which evaluates primary actions and strategies for reducing greenhouse gas emissions and climate change risk across the supply chain. Turkcell continues to be a part of the BIST Sustainability 25 Index and lists the top 25 companies with the best sustainability performance in Türkiye. We have near term greenhouse gas emission reduction targets validated by the Science-Based Targets Initiative (“SBTi”) in order to bring our commitment to combating climate change to a systematic and rational framework. Our SBTi approved targets are in line with a 1.5C° trajectory. In this context, we aimed to reduce our absolute Scope 1 and 2 greenhouse gas emissions by 50.47% and absolute Scope 3 greenhouse gas emissions by 25% by 2030 compared to the 2020 base year. As of the end of 2025, these targets have been successfully achieved, supported by renewable energy certificates. We continue our emission reduction efforts in line with our SBTi targets. In June 2025, we committed to submitting our long-term target to SBTi, and we plan to have SBTi validated target by 2027. Moreover, Turkcell remained the first telecommunications company in Türkiye to balance its Scope 1 and Scope 2 emissions through renewable energy certificates (YEK-G) and carbon offset certificates (Gold Standard) procured in 2025.
Under the responsible management approach, Turkcell manages environmental risks arising from its operations in accordance with international standards. In this context, we aim to improve resource efficiency, environmental protection, and the development of natural resources by taking measures, particularly with regards to mitigating the effects of climate change. Through these implementations, Turkcell reduces its environmental impact while enhancing the business value of the resulting resource efficiency. Efforts are underway in areas such as energy and water resource efficiency, waste management, circular economy practices, and responsible value chain applications.
In line with this, Turkcell considers the risks and opportunities arising from climate change in its corporate policies and strategies, as well as its planning processes related to operational and service development. Turkcell closely follows those elements among its operations that may have an effect over climate, including energy consumption and greenhouse gas emissions.
As the telecommunication sector uses electricity intensively, at Turkcell, we take energy consumption seriously and manage it according to international system standards, such as ISO 50001. The energy consumption points are continuously monitored and efforts are made to increase energy efficiency with the measures taken. Beginning in 2021, Turkcell started supplying all its electricity from certified renewable sources (YEK-G), and investing in renewable energy in line with the goal of achieving net zero operations by 2050. Turkcell meets 100% of its total electricity consumption from renewable energy sources, fully verified by renewable energy certificates. In 2025, a 163.5 MW solar power plant was installed and a further 62.3 MW solar power plant was commissioned. We aim to further expand our renewable energy capacity in 2026 while maintaining a strong focus on energy efficiency.
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The Turkish Sustainability Reporting Standards (TSRS) entered into force on January 1, 2024, with the decision of the Public Oversight Authority in Türkiye. Please see “—XIII Regulation of the Turkish Telecommunications Industry—ee. Other regulations affecting our Company—v. Turkish Sustainability Reporting Standards (TSRS).” In line with decision, we published our first TSRS-compliant integrated annual report on sustainability matters in April 2025. For the 2025 reporting period, the TSRS-Compliant Sustainability Report was issued in March 2026 as a standalone document, rather than in an integrated format as in the previous year.
Moreover, in December 2024, Turkcell published its sustainable finance framework, (with an independent second-party opinion from DNV) linked to the United Nations Sustainable Development Goals and aligned with the Green Bond Principles 2021 (with June 2022 Appendix 1), the Social Bond Principles 2023 and the Sustainability Bond Guidelines 2021 as published by the International Capital Market Association (ICMA). Turkcell’s Framework is also aligned with the Green Loan Principles 2023 and the Social Loan Principles 2023 as published by the Loan Market Association, the Asia Pacific Loan Market Association and the Loan Syndications and Trading Association. Building on these efforts, Turkcell issued a USD 500 million sustainable bond with a seven-year maturity at the beginning of 2025.
XII.Disclosure Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 (“ITRA”)
Based on our information and the information provided to us by our affiliates, as of December 31, 2025, we believe that certain of our business activities in 2025, and the business activities of certain of our affiliates, are subject to disclosure pursuant to Section 219 of ITRA. The data provided in this section have not been restated for IAS 29.
During the year ended December 31, 2025, Turkcell had international roaming relationships with the following companies in Iran: Telecommunication Company of Iran, Irancell Telecommunications Services Company (“MTN Irancell”), and Rightel Communication Services Company PJS (“Rightel”). Turkcell had gross revenues of approximately TRY 43.6 million and gross margin of approximately TRY 35.5 million attributable to these agreements during the year ended December 31, 2025. Despite having an international roaming relationship with Gostaresh Ertebatat Taliya PJS (“Taliya”), there was no revenue or commercial engagement between the parties during the reporting period. Additionally, in Syria, our relationship with Syriatel generated gross revenues of approximately TRY 67.6 thousand and gross margin of approximately TRY 51.2 thousand.
Turkcell has developed several digital services which may be available for download free of charge and may have been downloaded from within Iran. The Company believes that these downloads from within Iran have generated no revenue or profits.
Turkcell Superonline provided transit IP and leased line services through network interface agreements with Telecom Infrastructure Company of Iran (“TIC”). During the year ended December 31, 2025, gross revenues attributable to these agreements were approximately EUR 360 thousand. Turkcell Superonline provided transit IP and leased line services through network interface agreements with Teleka Maedeh Co. (Telecom Idea). During the year ended December 31, 2025, gross revenues attributable to these agreements were approximately EUR 830 thousand. In addition, Turkcell Superonline will provide transit IP and is expected to provide leased line services through network interface agreements with Telecom Syria in 2026.
We have made enquiries of our major shareholders regarding activities in Iran and Syria. One of our major shareholders TWF has indicated that it does not currently have, and has not recently had, any business relationships, operations or investments in Iran or Syria. TWF further stated that, its wholly-owned entity BOTAŞ does not have any ongoing activities, transactions or commercial engagements in Iran or Syria. In addition, Letterone Investment Holdings S.A., which has an indirect economic interest in our shareholder IMTIS Holdings, has indicated that one of its subsidiaries, Remedica Limited, has contracts with non-government organizations in Syria and Iran via well-known, reputable global pharmaceutical companies.
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Although it is difficult to do with a reasonable degree of certainty, we have concluded that our Iranian business partners described in this section may be owned or controlled indirectly by the Government of Iran. However, to our knowledge, none of the services provided by Turkcell and our affiliates in Iran described in this section have been used by the Government of Iran to commit serious human rights abuses against the people of Iran. Furthermore, we understand that the U.S. Department of the Treasury’s Office of Foreign Assets Control has issued general licenses authorizing U.S. persons to engage in certain of the activities described in this section. We and our affiliates intend to continue the activities described in this section in 2026.
XIII.Regulation of the Turkish Telecommunications Industry
The data provided in this section have not been restated for IAS 29.
a.Overview
All telecommunications activity in Türkiye is regulated by the ICTA. The Electronic Communications Law No. 5809 (the “Electronic Communications Law”), which came into force on November 10, 2008, is the principal law governing telecommunications activity in Türkiye. The Electronic Communications Law was published to respond to the rapidly-evolving Turkish telecommunications industry, and all secondary regulations have been updated to be in accordance with this law. The duties of the ICTA, which may be exercised in a manner that is adverse to our operations and our financial results, include those described below.
b.ICTA
The ICTA has the authority to grant licenses and set fees in the electronic telecommunications industry.
According to Article 8 of the Electronic Communications Law, electronic communications services are rendered and/or established (as in the case of an electronic communications network or infrastructure) and operated following ICTA authorization.
Authorization is granted either through notification made in accordance with the principles and procedures determined by the ICTA, in cases where scarce resource allocation is not necessary, or by the granting of usage rights, in cases where scarce resource allocation is necessary (allocation of frequency, satellite position, etc.). Under the Electronic Communications Law, usage rights may be granted for up to 25 years; however, there is no clause relating to the term of notification. According to the Electronic Communications Law, the principles and procedures relating to the notification and granting of usage rights are determined by the ICTA through secondary regulations.
According to the Authorization Regulation, the validity periods of authorizations granted via notification and those granted with usage rights may be granted for up to 15 years. Also, the ICTA can determine authorization validity and sufficiency control periods as three, seven or 15 years.
According to the Electronic Communications Law, usage rights can only be restricted where the resources are required to be operated by a limited number of operators and for the purpose of ensuring the effective and efficient use of the scarce resources. In cases where the quantity of rights of use is limited, Article 9-6(a) of the Electronic Communications Law allows the Ministry of Transport and Infrastructure to determine the criteria, such as (i) the authorization policy regarding electronic communications services which cover the assignment of satellite position and frequency band on a national scale and which need to be operated by a limited number of operators, (ii) the starting date of the service, (iii) the duration of the authorization and the number of operators to serve. While the criteria are determined by the Ministry of Transport and Infrastructure, the authorization is still granted by the ICTA.
The Electronic Communications Law establishes legal principles and broad policy lines that the ICTA must follow, some of which are stated below:
| ● | Creation and protection of a free and efficient competitive environment. |
| ● | Protection of consumer rights and interests. |
| ● | Protection of the objectives of development plans and Government programs, as well as the strategies and policies set by the Ministry of Transport and Infrastructure. |
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| ● | Promotion of implementations that ensure that everyone can benefit from electronic communications networks and services. |
| ● | Ensuring non-discrimination among subscribers, users and operators under fair conditions. |
| ● | Ensuring the conformity of electronic communications systems to international norms. |
| ● | Protection of information safety and communication confidentiality. |
| ● | Determination of the procedures and principles related to the personal data and protection of privacy. |
The Electronic Communications Law also specifies general rules and principles relating to interconnection between operators. Agreements for interconnection are publicly available, but precautions are taken by the ICTA to protect the commercial secrets of the parties.
The Universal Service Laws, Law No. 5369, determines the procedures and principles governing the provision and execution of universal service and the procedures and the rules relating to the fulfillment of universal services in the electronic communications sector. In accordance with Law No. 5369, the scope of universal services is determined and periodically reviewed, with the review period not exceeding every three years, and can be re-determined by the President of Republic of Türkiye.
The legislation designates the following as universal services: fixed-line telephony services, public pay telephones, telephone directory services to be provided in printed or electronic environments, emergency call services, internet services, passenger services to residential areas where access is solely provided by sea and sea communication and sailing safety communication services.
This law mandates that all operators designated to provide universal services, except for those obligated to pay Treasury Share, must pay 1% of their annual net sales revenue towards the universal service fund, while operators that are liable to pay Treasury Share must pay 10% of the Treasury share amount to the ICTA as universal service contribution. The General Directorate of Communication can demand that operators provide universal services on a national and/or geographical basis. Türk Telekom and the GSM operators are currently designated as universal services providers.
The Council of Ministers Decision No. 2011/1880, which was published in the Official Gazette dated July 4, 2011 allowed the use of the universal service fund to extend the mobile GSM network coverage listed in the annex of the decision to uncovered areas with a population of 500 or below. On February 13, 2013, we were appointed as universal service provider after a tender process and the related contract was signed on February 20, 2013. Under the aforementioned contract, Turkcell duly carried out its undertakings for installing sufficient infrastructure to cover 1,799 rural locations and the investment and operating expenses are compensated by the universal service fund of the Ministry of Transport and Infrastructure. This contract was renewed until December 31, 2018, and the extension contained new requirements to provide mobile broadband services and to operate the new and existing networks together. The Ministry of Transport and Infrastructure has approved the extension of the contract under the same conditions by periods of six months through December 31, 2021. Furthermore, the maintenance, repair and operation services of the sites established within the scope of the Universal Phase-1 project that was carried out by Turkcell were transferred to Turksat as of April 1, 2022.
The Electronic Communications Law also specifies general rules and principles relating to tariffs. According to the Electronic Communications Law, the ICTA may intervene in the structure of our tariffs or may impose certain criteria relating to the revision of our tariffs. Pursuant to the Electronic Communications Law, operators may freely determine the tariffs they apply in compliance with the relevant legislation and the ICTA arrangements.
The Electronic Communications Law provides basic guidelines for the tariffs and pricing and thus leaves the detailed rules and enforcement to the ICTA. According to the law:
(1) |
The tariff may be determined as one or more subscription fees, fixed fees, call charges, line rentals, and similar fee items. |
(2) |
Tariffs to be imposed in return for providing any kind of electronic communications services shall be subject to the following provisions: |
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(a) |
Operators shall freely determine the tariffs under their possession, provided that they comply with the regulations of the ICTA and the relevant legislation. |
(b) |
If an operator is designated as having significant market power in the relevant market, the ICTA shall be entitled to determine the procedures regarding the approval, monitoring and supervision of tariffs as well as the highest and lowest limits of the tariffs and the procedures and principles for the implementation thereof. |
(c) |
If an operator is designated as having significant market power in the relevant market, the ICTA shall be entitled to make the necessary arrangements to prevent anti-competitive tariffs such as price squeezing and predatory pricing and to supervise the implementation thereof. |
(3) |
Procedures and principles pertaining to the implementation of Article 13 of the Electronic Communications Law, submission of tariffs to the ICTA and publishing and announcing them to the public shall be determined by the ICTA. |
In addition to the duties and authorities stated above, the Law Regarding the Establishment of ICTA No. 2813 has been amended and the ICTA has been given the authority to apply a conciliation procedure for the receivables including administrative sanctions (except for the receivables that are intermediated for collection and the penalty requirement for the treasury share) and the debts of the ICTA. According to this provision, it is possible to settle on a part of the disputed amount and to waive the primary or secondary claims. Furthermore, the settled matters cannot be made the subject of a lawsuit or a complaint.
Telegraph and Telephone Law No. 406 (the “Telegraph and Telephone Law”) has also been amended such that in the event that the treasury share is not paid in full in the given period, the ICTA may impose a penalty in the amount of the incomplete or unpaid treasury share.
In 2020, as per the amendments to Articles 49 and 50 of the Electronic Communication Law, subscription agreements are allowed to be concluded either in writing or electronically through methods determined by the ICTA which enable the identity verification process of subscribers. Within this scope, the Regulation on the Identity Verification Process of the Applicant in the Electronic Communication Sector was published by the ICTA in the Official Gazette dated June 26, 2021. The Regulation introduced new methods and standards for identity verification in the electronic communications sector. According to the Regulation our Company bears the burden of proof in all transactions, including objections to the administrative or judicial processes.
On December 25, 2025, amendments to the Electronic Communications Law were published in the Official Gazette, introducing more stringent subscriber identification and monitoring requirements. Subscription registrations must now be verified via biometric data (facial recognition or fingerprint templates) or specific authentication credentials, namely e-Government passwords or identity card PINs, rendering identification documents without electronic verification capabilities insufficient for subscription purposes. Operators are required to verify the active status of all subscribers through official records on a quarterly basis and must adhere to line ownership limits per individual or legal entity as determined by ICTA. Pursuant to Temporary Article 8, foreign nationals are required to update their subscription records within six months of the provision’s effective date. Furthermore, subscribers exceeding the line limits to be established by the ICTA are granted a six-month period to rectify their status following the ICTA’s determination. The ICTA is expressly authorized to extend both transition periods for an additional six months. Failure to comply within the prescribed or extended timelines will result in the mandatory disconnection of the affected services by the operator. Amendments to the Electronic Communications Law prescribe high-impact sanctions, such as significant administrative fines and the refund of unjustly collected subscriber fees, including accrued interest. The ICTA is expected to issue mandatory amendments to Regulation on Consumer Rights in the Electronic Communications Sector and the Regulation on the Identity Verification Process of the Applicant in the Electronic Communication Sector in accordance with the Electronic Communication Law.
Pursuant to the 2022 amendments to Articles 3, 9, and 60 of the Electronic Communications Law, Over-the-Top (“OTT”) service providers offering interpersonal electronic communications—including voice, text, and visual communication services in Türkiye—are subject to authorization by the Information and Communication Technologies Authority (“ICTA”). Under this regulatory framework, OTT providers are required to comply with specific statutory rights and obligations as determined by the ICTA, tailored to the nature of the services provided.
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Pursuant to ICTA Board Decision No. 2025/DK-YED/412, electronic communication service providers and third parties acting on their behalf, such as agents and dealers, are strictly prohibited from initiating voice calls or transmitting SMS/MMS for marketing, promotional or informational purposes to individuals other than their own subscribers. We expect that this regulation will have a material impact on our subscriber acquisition rates.
c.Regulations Related to Market Analyses
According to the Electronic Communications Law it is among the duties and authorities of the ICTA to conduct market analyses in the electronic communication sector, to identify the relevant market and the operator(s) with significant market power (“SMP”) in the relevant market.
In the Mobile Call Termination Market, all three operators are designated as having SMP. Accordingly, the mobile termination rates of all operators are regulated by the ICTA.
In the Mobile Access and Call Origination Market, only Turkcell was designated as having SMP. As of January 1, 2020, the Mobile Access and Call Origination Market was deregulated and Turkcell’s SMP designation was removed. For additional details and further steps regarding Turkcell’s SMP designation, see “—v. Access and Interconnection Regulation.”
Regarding the fixed broadband markets, in 2019, the ICTA finalized “The Wholesale Central and Local Market Analysis.” By its Board decision dated December 31, 2019, the ICTA decided to designate Türk Telekom as the sole SMP for both markets. Access to fiber products (Fiber Bitstream, Virtual Unbundling of Local Access (“VULA”) and margin squeeze obligations were also imposed on Türk Telekom, in addition to its existing obligations. As a result of being SMP operator in relevant markets, Türk Telekom was obliged to publish reference offers. Türk Telekom’s Reference IP Bitstream Offer has been published and effective. The updating process is still ongoing for Türk Telekom’s other reference offers (Ethernet Bitstream, VULA, Local Loop Unbundling (“LLU”), Facility Sharing and Dark Fiber, Co-location and Building Access) in which terms and conditions are defined.
Based on the wholesale fixed local and central access market analysis published in 2019, Türk Telekom is obligated to offer copper and fiber access products. ICTA has determined that Türk Telekom may decommission all networks relying on copper infrastructure (copper switch-off) in FTTH deployed locations. After issuing Building and Subscriber Notifications to the Internet Service Providers indicating that Türk Telekom’s fiber access is available on the premises, Türk Telekom will no longer fulfill new copper access or relocation requests. Türk Telekom may terminate copper-based access products 90 days after a Service Termination Notification is issued to internet service providers.
The Wholesale and Retail Dedicated Capacity (Leased Lines) Market Analysis was amended by ICTA and published on December 4, 2025. The previous relevant market analysis was conducted in 2017. Accordingly, in the wholesale dedicated capacity transmission and termination markets, ICTA designated Turkcell Superonline and Türk Telekom as having SMP. In the retail dedicated capacity transmission and termination markets, only Türk Telekom has been designated as having SMP. Operators designated as having SMP are subject to several obligations such as access obligation (covering products deemed to fall within the relevant product/service markets), non-discrimination, transparency, the preparation and publication of reference access offer, cost-oriented pricing, account separation and cost accounting and co-location and facility sharing. In the wholesale and retail dedicated capacity transmission markets, ICTA identified effective competition on the routes between İstanbul–Ankara, İzmir–İstanbul, Kocaeli–Ankara, and Kocaeli–İstanbul. Consequently, at the traffic handover points located in the provinces where these intercity connections are established, ICTA decided that Turkcell Superonline and Türk Telekom shall be subject only to co-location and facility sharing obligations.
d.Regulation on Quality of Service in the Electronic Communications Sector
The Regulation on Quality of Service in the Electronic Communications Sector, effective since December 31, 2011, is applicable to all operators that provide service to end users and sets out the procedures and principles to control the conformity of the services of operators. Mobile telephone operators are required to meet new service quality requirements and submit a report based on these requirements every three months to the ICTA. Additional requirements for service quality must be fulfilled. If the operators fail to reach these requirements more than once in the same calender year, this may result in the imposition of penalties. The results of quality measurements can also be made publicly available on the website of the ICTA for a period of one month, stating that the operator has failed to comply with the service quality requirements.
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e.Regulation on Administrative Fines, Sanctions and Precautions in the Electronic Communications Sector
According to the Regulation on Administrative Fines, Sanctions and Precautions to be imposed on operators, effective as of February 15, 2014, the ICTA retains the right to impose fines in the event an operator submits incorrect or misleading documents or fails to submit documents as requested by the ICTA; does not submit such documents in a timely manner; does not permit inspection or audits to be made by the ICTA; uses unpermitted equipment or equipment not complying with standards or alters technical features of equipment; or does not pay fees arising from its use of licenses and frequencies; does not meet the regulations regarding numbering, number portability, calling line identification, access and interconnection, end-user tariffs, consumer rights, value added services, data protection, national security and public order, service quality and such or does not comply with the provisions of license agreements, telecommunications licenses and general authorizations or the legislation. The ICTA is authorized to impose sanctions and precautions as well as administrative fines.
In 2018, there was an amendment to the aforementioned regulation which introduced a new provision addressing “natural persons” and “private legal entities which are not operators” under the Electronic Communications Law. According to the new provision, entities (including “natural persons” and “private legal entities which are not operators”) who fail to comply with the obligations determined by the ICTA regarding national cyber security activities and protective measures against cyber-attacks, or fail to implement the measures taken by the ICTA, will be subject to administrative fines.
f.Regulation on Authorization regarding the Electronic Communications Sector
In 2009, the ICTA published the “Regulation on Authorization regarding the Electronic Communications Sector” (“Authorization Regulation”), which determines the principles and procedures for the authorization of the companies that seek to provide electronic communication services and/or to install or operate electronic communications networks or infrastructure. In 2016 and 2021, there were major amendments to the aforementioned regulation. According to the amendments:
(1) |
Operators authorized with the limited usage right authorization may sell devices, make installations, carry out maintenance or give consultations if it is related to or necessary for its field of activity. As a result of this amendment, Turkcell is able to sell devices in relation to electronic communication services. |
(2) |
Companies that apply to the ICTA for authorization should have paid the minimum amount of paid capital set by the ICTA. |
(3) |
All operators should obtain the consent of the ICTA prior to the transfer, acquisition or any other transaction regarding 10% or more of their shares. Those operators should also notify the ICTA within two months at the latest in case of a transfer, acquisition or any other transaction of their shares up to 10%. |
(4) |
Operators should provide free call center services. |
(5) |
Operators should keep the traffic data of their customers for two years. |
(6) |
Operators should provide information to the ICTA regarding the number of personnel and their qualifications. |
(7) |
The ICTA is entitled to decline authorization applications and proceed with operator inspections to confirm the accuracy of the information and documents submitted during the authorization application. |
(8) |
If the ICTA determines that the operator has not provided any services in the last three years, its authorization may be cancelled. |
(9) |
Operators should publish the information of their dealers (name, title, address, telephone, website) on the operator’s website and ensure compliance of the dealers with the standards which are determined by the ICTA. |
(10) |
Operators were required to apply to the ICTA with the necessary information and documents for authorization by December 31, 2023. Applications were made within the specified time period for the Turkcell Group companies impacted by this regulation: Turkcell Superonline and Global Tower. |
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g.Regulation on Mobile Number Portability
Pursuant to Article 32 of the Electronic Communications Law, operators are required to supply operator number portability.
MNP allows subscribers to keep their existing telephone number when changing their telephone operator, their physical location or current service plan. These regulations have been operational since the fourth quarter of 2008. A lawsuit has been filed requesting termination and cancellation of the execution of the “Regulation on Mobile Number Portability,” which was issued by the ICTA and entered into force through publication in the Official Gazette dated February 1, 2007 and numbered 26421. Upon the rejection of the case and the finalization of this decision, Turkcell made an individual application before the Constitutional Court against the decision. The Constitutional Court held that the claim regarding the violation of the property right was acceptable and that the property right was violated and decided to send a copy of the decision to the 13th Chamber of the Council of State for a retrial in order to eliminate the consequences of the violation of the property right. The Council of State canceled the Mobile Number Portability regulation. The defendant administration and intervenor TT Mobil appealed the decision. The company responded to the appeal requests in due time. The Council of State, Plenary Session of the Chambers for Administrative Cases decided to accept the defendants appeals and overturn the decision of the 13th Chamber of the Council of State regarding the repeal of the contested Regulation. The Company filed a timely application for correction of the decision. The Council of State, Plenary Session of the Chambers for Administrative Cases accepted Turkcell’s correction of decision request and upheld the decision of the 13th Chamber of the Council of State regarding the cancellation of the contested Regulation. Accordingly, the decision has been finalized in favor of the Company.
In 2009, the ICTA issued a new Regulation on MNP, abolishing the 2007 regulation and amended certain Articles of this Regulation in November 2015. Mobile subscribers are eligible to make a porting request only after 90 days of the date of activation of their first mobile connection.
Furthermore, the ICTA published the “Regulation Amending the Number Portability Regulation” and “Procedures and Principles Regarding Number Portability Implementation Process” on February 12, 2022, seeking to align the ongoing number portability procedures with the Regulation on the Applicant’s Identity Verification Process in the Electronic Communications Sector, as well as to increase measures to prevent involuntary port-outs and slamming. Regulations regarding the method to be applied in the control of identity information entered into force on December 31, 2022.
h.Regulation on Security of Network and Information in Electronic Communications Sector
In 2008, the ICTA published the “Regulation on Security of Electronic Communication,” which determines the principles and procedures for precautions to be taken by the operators for eliminating or derogating the risks caused by threats or weaknesses of (i) the physical area of the operators, data, hardware/software security and reliability, and (ii) sustaining the reliability of human resources. In accordance with the regulation, our Company is required to comply with TS ISO/IEC 27001 or ISO/IEC 27001 standards. Turkcell was the first mobile operator in Türkiye to receive the ISO/IEC 27001:2005 certification for its Network Operations function in 2008 covering all operations throughout Türkiye. In 2011, Turkcell’s IT function was also certified for ISO/IEC 27001:2005 and Turkcell’s ISO/IEC 27001:2005 scope became one of the largest among telecommunication operators in Europe. In 2015, the Information and Communications Technology and Network departments successfully passed ISO 27001:2013 audits and were deemed to be in compliance with the ISO 27001:2013 version. ISO/IEC 27001:2013 certification is regularly renewed every year. By having an ISO/IEC 27001:2013 certificate covering telecom infrastructure operations, Turkcell fulfills its regulatory obligations and offers its customers the benefits of an internationally-recognized secure management of operations and services. In July 2014, the ICTA repealed the above regulation and published the “Regulation on Security of Network and Information in Electronic Communications Sector” which requires the Company to set up and maintain a specialized team to detect, prevent and report all cyber events and work in coordination with the National Computer Emergency Response Center, in addition to the abovementioned obligations.
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i.Presidency Circular on Information and Communication Security Measures
The Presidency Circular on Information and Communication Security Measures dated July 6, 2019 (the “Circular”), aims to ensure the security of critical data, which may threaten national security or lead to the deterioration of the public order when the data privacy, integrity and accessibility are impaired. Pursuant to the Circular, the Presidential Office for Digital Transformation published an “Information and Communication Security Guide,” on July 27, 2020, which sets out the information and communication security measures to be followed by public institutions as well as the enterprises providing critical infrastructure services which includes telecommunication operators. The guide covers measures and related activities to be carried out by public institutions and concerned enterprises to ensure the security of their asset groups, applications and technology in accordance with degree of criticality, i.e. basic, medium and advanced. Accordingly, telecommunication companies shall determine the degree of criticality of their assets and draw a roadmap to implement effectively the concerned measures for asset groups with advanced criticality level in two years. The guide is expected to be updated periodically, and to be published on the website of the Presidential Office for Digital Transformation.
Concerned public institutions and enterprises shall perform audits once a year internally or by an independent institution to determine the compliance of their activities and measures with the Guide. The Presidential Office for Digital Transformation also published on its website, in October 2021, “Information and Communication Security Audit Guide” which introduces the methodology to be followed in planning the audit, applying the audit procedures and reporting the audit results.
j.Turkish Competition Law and the Competition Authority
In 1997, the Competition Law (No. 4054) (the “Competition Law”) established a competition board (the “Competition Board”). The Competition Board consists of seven members who are appointed for a term of four years. It is an autonomous authority with administrative and financial independence established to ensure effective competition in markets for goods and services.
The Competition Board can carry out investigations, evaluate requests for exemptions, monitor the market, assess mergers and acquisitions, submit views to the Ministry of Trade and perform other tasks stipulated by the Competition Law. The ICTA can apply to the Competition Board if it determines that agreements regarding access, network interconnection and roaming violate the Competition Law.
Any person or legal entity may file a complaint with the Competition Board. The Competition Board can take necessary measures to prevent violations and may impose fines on those who are liable for such prohibited practices. The Competition Board may impose fines of up to 10% of the annual gross income of the operators, which is constituted by the end of the previous financial year and determined by the Competition Board. The ICTA and the Competition Board entered into a Protocol on Cooperation in 2002, followed by follow-up protocols in 2011 and 2015. The original protocol established a framework whereby the ICTA and the Competition Board can cooperate on legal actions and policies regarding measures, regulations and inspections that affect competition conditions and competition in the telecommunications sector. The follow-up protocols regulate the mechanisms to improve cooperation between the ICTA and the Competition Board.
k.The Principles on Applications Regarding Anticompetitive Acts in Electronic Communications Sector
One of the principles that the ICTA must follow is the creation and protection of a free and efficient competitive environment. The Electronic Communications Law specifies that the ICTA is authorized to set rules (that do not contradict the Turkish Competition Law) to prevent anticompetitive acts, to investigate the operators ex officio or upon a claim, and to take necessary measures against anticompetitive actions. Considering that applications regarding anticompetitive acts are made by different methods and based upon a variety of documents, the ICTA published the “Principles on Applications Regarding Anticompetitive Acts in Electronic Communications Sector” on December 20, 2017 in order to clarify these points.
l. |
Regulation on Base Station Implementation in Electronic Communication Sector |
In 2012, according to Law No. 6360 and Municipality Law No. 5393, the Metropolitan Municipalities were authorized to give site selection certification to the BTS considering the requirements of city and building aesthetics and electronic communication services. The Site Selection Certificate Regulation was published in the Official Gazette dated January 27, 2018, and entered into force on the date of its publication. According to this regulation, a fee (TRY 34,514 plus 20% VAT per station for the year 2026) will apply only to BTS established after December 6, 2012.
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m.Zoning Law and Construction Certificate Requirement of Base Stations
On October 1, 2009, the Supreme Court of Appeals rescinded the regulation regarding the exemption for base stations from obtaining construction permits. The existing zoning law in Türkiye now requires mobile operators to obtain construction certificates for all existing and new base stations, resulting in the shutdown of certain stations for which certification cannot be obtained. In Türkiye, nearly half of the premises were built illegally without any permission. As a result, a number of municipalities started taking legal action such as affixing seals to suspend construction, or demolition orders against base stations, negatively affecting our coverage, quality of service and customer experience. We have also taken legal action requesting nullity of those acts.
Legislative work has been done to fill the legal gap caused by the annulment decision of the Supreme Court. The amendments adopted in the Zoning Law have entered into force as of November 17, 2020. With these amendments, three segments were designated according to the characteristics of electronic and communication systems: (i) the masts and towers higher than 15 meters became subject to a license, and (ii) (a) the masts and towers lower than 15 meters and (b) the masts and towers lower than 10 meters on the rooftops became subject to obtaining a permission. A Site Selection Certificate was still to be obtained prior to the license/permit applications. Masts and towers over 15 meters that were established and/or were to be established on the parcels and land, were to be specified in the 1/1000-scale implementary zoning plan; however, it was not required for the other types of BTS’s. There was no license and permission requirement for the stations established between July 2, 2004 and October 1, 2009. It was mandatory for stations established before July 2, 2004 and between October 1, 2009 and November 17, 2020 to apply within a year and the necessary documents within three years. The fines imposed on electronic communication stations established before November 17, 2020 were to be voided, and demolition decisions were not to be applied.
However, these legal provisions were reviewed by the Constitutional Court, which, in its decision dated June 1, 2023, ruled that three specific provisions were unconstitutional and therefore annulled: (i) the use of the term “permit” in the paragraph regulating procedures for stations established before the amendment of the law, (ii) the exemption granted to stations installed between 2004 and 2009, and (iii) the provision preventing demolition decisions for stations built before the amendment. The rest of the provisions from the Zoning Law remain in effect. Following the Constitutional Court’s annulment decision published on October 18, 2023, the gap created in the processes related to rooftop electronic communication systems was addressed with a new legal provision, which was published and came into effect on December 12, 2024. This amendment introduced a regulation requiring license applications for the base stations built between 2004 and 2009 to be submitted within a year, with the aim of resolving existing gaps and uncertainties in the process for these periods. Any delay or failure to receive approval for these applications, or any further regulatory changes, could result in additional costs and obligations in connection with our base stations.
n.Regulation on the Internet
The Law on the Regulation of Broadcasts via the Internet and the Prevention of Crimes Committed Through such Broadcasts has been revised by Law No. 6518, which became effective on February 19, 2014. The new law required that all internet access providers, which include all mobile and fixed network operators, as well as all internet service providers, form a Union of Internet Access Providers (“UAP”) within three months, which was duly established. After the establishment of the UAP, if any internet service provider or any operator giving internet services fails to become a member of the UAP, it shall also be fined in an amount equal to one percent of the previous year’s revenues.
In addition, the law raised the existing fines for not removing content as requested by the court. The law also introduced URL-based blocking of websites which requires capital as well as operating expenditures for all internet access providers.
o.GSM Licensing in Türkiye
The terms of license agreements are governed by the Authorization Regulation, which provides that the ICTA must approve the transfer of licenses to third parties, ensure continuation of services in the event of cancellation of a license and approve the investment plans submitted by licensees.
A GSM license is subject to the ICTA’s right to suspend or terminate operations under the license on the grounds of security, public benefit, and national defense, or to comply with the law. However, suspension or takeover of facilities under these circumstances is subject to the payment of compensation to the operator. The ICTA can also inspect such licensee and nullify its license if the licensee has materially failed to comply with the terms of its license. The ICTA may also terminate licenses in cases of gross negligence or non-payment of the authorization fee.
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The licensee is responsible for installing telecommunications equipment in conformity with international signalization systems and abiding by the numbering plans. Furthermore, the licensee is obligated to make the necessary investments to offer the licensed service, including the design of the service, the making of financial investments and the installation and operation of the facility required for the service. Licensees are allowed to determine the prices for services, subject to the regulations of the ICTA. Upon the expiry of a license, including termination, the facilities and immovables, in operating condition, are to be transferred by the licensee in accordance with the license agreement.
p.Our GSM (2G) License Agreement
General
Since April 1998, we have operated under a 25-year GSM license for which we paid an upfront license fee of USD 500 million. In 2002, we signed a renewed license agreement for our GSM license. Our Company is obliged to pay a monthly treasury share to ICTA, amounting to 15% of our gross revenue. Of this amount, 90% is considered as the treasury share, while the remaining 10% is allocated to the universal service fund. This payment obligation is applicable to all of our licensing agreements, including our 3G license, 4.5G (IMT) authorization, and 5G (IMT-2020) authorization. If such payments are not duly paid twice in any given year, a penalty in an amount equal to triple the last monthly payment shall be payable to the Turkish Treasury. However, as a result of the aforementioned amendments made to the Telegraph and Telephone Law, it has been provided that in the event that the treasury share is not paid in full in the given period, the ICTA has the right to impose a penalty in the amount of one full amount of the incomplete or unpaid treasury share. In addition, we must pay annual contributions in an amount equal to 0.35% of our gross revenue to the ICTA’s expenses. After the tender relating to the allocation of additional GSM 900 frequency bands conducted by the ICTA in June 2008, the license agreement was amended to include the additional frequency band, and was signed in February 2009 by Turkcell and the ICTA, which made small additional changes in the articles of the license agreement entitled performance bond and allocated frequency bands, and was signed again in February 2016 with small amendments. The license agreements of Turkcell were last amended in 2019.
Terms and Conditions
Under the license agreement, we hold a licensed concession to provide telecommunications services in accordance with GSM-PAN European Mobile Telephone System standards in the 900 MHz frequency band. Our license covers 55 channels and allocates telephone numbers between the 530 and 539 area codes in the national numbering plan. Our license also permits us to establish customer service centers, sign contracts with subscribers and market our services to subscribers. Our license was issued with an effective date of April 27, 1998, for an initial term of 25 years until 2023, which was renewed on March 31, 2023 for a further six years until April 30, 2029.
We paid a license fee of USD 500 million to the Turkish Treasury upon the effectiveness of our license. On an ongoing basis, we must pay 15% of our gross revenue, defined as of March 2006 to exclude interest charges for late collections from subscribers and indirect taxes such as VAT (which was increased from 18% to 20% effective July 2023), as well as other expenses and the accrued amounts that are recorded for reporting purposes to the Turkish Treasury. Since 2005, we are required to pay 90% of the treasury share to the Turkish Treasury and 10% to the Ministry of Transport and Infrastructure as a universal service fund contribution. Since January 1, 2018, all of our treasury share is paid to the ICTA, which then transfers it to the Turkish Treasury and the Ministry of Transport and Infrastructure as detailed above. The calculation method for the treasury share was later revised as of December 31, 2017 by law numbered 7061 which is published at the Official Gazette on December 5, 2017 and consequently, the following are not be considered in calculation of the treasury share: overdue interests which are accrued to the subscribers for any unpaid balance, accrual amounts for the purpose of reporting, reflecting the installation and maintenance costs of the mobile radio stations to other mobile operators and finally, amounts for the purpose of correction accounting records which occur in the same year due to errors (such as customer information, type of business, amount and price).
Furthermore, under the Authorization Regulation, all kinds of share transfers, acquisitions and actions of the operators which are authorized by a Concession Agreement must be communicated to the ICTA, and such share transfers, acquisitions and actions shall be made with the written approval of the ICTA if they result in a change of control component of such operators. The “control component” is defined as “the rights that allow for applying a decisive effect on an enterprise, either separately or jointly, de facto or legally.”
Our license subjects us to a number of conditions. It may be revoked in the event that we fail to meet any of these conditions.
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Coverage
Our GSM (2G) license requires that we meet coverage and technical criteria. We had to attain coverage of 50% of the population of Türkiye (living in cities or towns of 10,000 or more inhabitants) within three years of our license’s effective date and at least 90% of the population of Türkiye (living in cities or towns of 10,000 or more inhabitants) within five years of the effective date of our license. This coverage requirement excludes coverage met through national roaming and installation sharing arrangements with other GSM systems and operators. Upon the request of the ICTA, we may also be required, throughout the term of our license, to cover at most twenty areas each year. Except in the event of force majeure, we must pay a late performance penalty of 0.2% of the investment in the related coverage area per day for any delay of more than six months in fulfilling a coverage area obligation. We met and surpassed all coverage obligations before their due dates.
Service Offerings
Our license requires that we provide services that, in addition to general GSM phone services, include free emergency calls and technical assistance for customers, free call forwarding to police and other public emergency services, receiver-optional short messages, video text access, fax capability, calling and connected number identification and restrictions, call forwarding, call waiting, call hold, multi-party and three-party conference calls, billing information, and the barring of a range of outgoing and incoming calls.
Service Quality
Generally, we must meet all the technical standards of the GSM Association as determined and updated by the European Telecommunications Standards Institute and Secretariat of the GSM Association. Moreover, we must meet the standards that the ICTA imposes under “Regulation on Quality of Service in the Electronic Communications Sector.”
Tariffs
The license agreement regulates our ability to determine our tariff for GSM services. The license agreement provides that, after consultation with us and consideration of tariffs applied abroad for similar services, the ICTA sets the initial maximum tariffs (price caps). Thereafter, our license provides that the maximum tariffs shall be adjusted at least every six months. The license agreement provides a formula for adjusting the maximum tariffs. For the adjustment of the maximum tariffs established in Turkish Lira, the formula is: the Turkish Consumer Price Index announced by the Ministry of Commerce minus 3% of the Turkish Consumer Price Index announced by the Ministry of Commerce. For the maximum tariffs established in U.S. Dollars, the same method is applied to the USA Consumer Price All Item Index Numbers.
Although we believe the tariff structure in our license will, in most instances, permit adjustments designed to offset devaluations of the Turkish Lira against the U.S. Dollar or inflation, any such devaluation that we are unable to offset will require us to use a larger portion of our revenue to service our non-Turkish Lira foreign currency obligations. Additionally, in the event that the ICTA were to establish maximum tariffs at levels below those that would enable us to adjust our rates to offset devaluations or inflation, this could have a material adverse effect on our business, consolidated financial condition, results of operations and/or liquidity. The maximum tariffs set by the ICTA may constitute the highest rates we may charge for the services included in these customized service packages. Please refer to the Mobile Retail Price Cap section under “Item 5. Operating and Financial Review and Prospects—D. Trend Information—b. Regulations affecting our prices” for the approved price caps for voice and SMS.
Relationship with the ICTA
The license agreement creates a mechanism for an ongoing relationship between us and the ICTA. The ICTA and Turkcell coordinate their activities through a License Coordination Committee (“the Committee”), which is responsible for ensuring the proper and coordinated operation of the GSM network, assisting in the resolution of disputes under the license agreement and facilitating the exchange of information between the parties.
q.License Suspension and Termination
The ICTA may suspend our operations for a limited or an unlimited period if necessary for the purpose of public security or national defense, including war and general mobilization. During suspension, the ICTA may operate our business, but we are entitled to any revenues collected during such suspension, and our license term will be extended by the period of any suspension.
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Our license may be terminated under our license agreement upon a bankruptcy ruling that is not reversed or dismissed within 90 days, upon our failure to perform our obligations under the license agreement if such failure is not remedied within 90 days, if we operate outside the allocated frequency ranges and fail to terminate such operations within 90 days or if we fail to pay our treasury fee.
In the event of termination, we must deliver the entire GSM system to the ICTA.
If our license is terminated for our failure to perform our obligations under our license, the performance guarantee given by us in an amount equal to 1% of the license fee may be called. The license agreement makes no provision for the payment of consideration to us for delivery of the system on such termination.
In the event of a termination of our license, our right to use allocated frequencies and to operate the GSM system ceases. At the end of the initial term in 2023, we applied to the ICTA to extend the GSM license period. Following our application to the ICTA for the extension of our spectrum usage rights in 900 MHz band and our GSM license, ICTA notified Turkcell on March 31, 2023 in writing that it was resolved to extend the term of both within the framework of “Procedures and Principles for Defining the Term Extension Conditions of the GSM Concession Agreements and the GSM 1800 Concession Agreement” until April 30, 2029. Along with the new 5G allocation, Turkcell has obtained renewal rights for its existing authorizations (2G, 3G and 4.5G) from April 1, 2029 to December 31, 2042. Within this scope, during the period between April 30, 2029, and December 31, 2042, each year, 5% of gross sales revenues (excluding VAT) from mobile services will be paid to the ICTA.
Under our license agreement, any dispute arising from scope, implementation and termination of the agreement shall be brought before the Committee. If the dispute is not settled within 30 days before the Committee, it shall be referred to the parties. If the dispute is not resolved by the parties within 15 days, then it shall be settled by an arbitral tribunal in accordance with ICC Rules. The governing law of any arbitration is Turkish law and any such arbitration shall be conducted in English. Disputes relating to national security or public policy shall not be subject to arbitration proceedings.
Additionally, the Law No. 7061 dated November 28, 2017, has introduced the settlement mechanism set forth in a provision of the Tax Procedural Law No. 213 for the disputes in relation to the payment of the treasury share.
r.Authorization of 3G License
In 2008, the ICTA conducted a tender process to grant four separate licenses to provide IMT 2000/UMTS services and infrastructure. We were granted the A-type license, which provides the widest frequency band, at a consideration of EUR 358 million (excluding VAT). We signed the license agreement relating to 3G authorization on April 30, 2009 and then the agreement was renewed and resigned in February 2016 with minor amendments which do not change the core of the service. The license agreement has a term of 20 years, until April 2029.
The 3G License Agreement has provisions that are generally similar to those contained in our license agreement relating to 2G. However, with respect to dispute resolution, while our 2G license provides for arbitration for the settlement of disputes, under the 3G License Agreement, disputes arising between the parties shall ultimately be settled by the Council of State of the Republic of Türkiye.
With the 3G License Agreement, as opposed to the 2G License Agreement, the Company assumed an obligation related to its electronic communications network investments, such as the obligation to obtain at least 40% of its electronic communications investments from suppliers that have a research and development center in Türkiye and the obligation to obtain at least 10% of its electronic communications investments from suppliers that are small and medium sized enterprises established in Türkiye.
According to the Authorization Regulation, breaches by operators resulting in the termination of the GSM concession agreement for any reason shall also result in the termination of the operator’s concession agreement signed for IMT-2000/UMTS service. Also, if the GSM concession agreement is not renewed at the end of its natural expiration, the ICTA may continue to allow the utilization of the needed infrastructure by IMT-2000/UMTS services on terms and conditions to be set by the ICTA itself.
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The statutes, rules and regulations applicable to our activities and our 2G and 3G licenses are generally subject to change, in some cases, incomplete, and have been subject to limited governmental interpretation. Precedents for and experience with business and telecommunications regulations in Türkiye are generally limited. In addition, there have been several changes to the relevant legal regime in recent years. There can be no assurance that the law or legal system will not change further, or be interpreted in a manner that could materially and adversely affect our operations.
s.IMT (4.5G) Authorization
In the IMT tender held on August 26, 2015 to grant spectrum usage for 800 MHz, 900 MHz, 1800 MHz, 2100 MHz (FDD, TDD) and 2600 MHz (FDD, TDD), the Company purchased a total of 172.4 MHz, the broadest 4.5G spectrum allocation of any operator in Türkiye (including widest frequency bands on 1800 MHz, 2100 MHz and 2600 MHz) for EUR 1,623.5 million (excluding VAT and interest payable on the installments).
The tender gave equal opportunity to the operators in the low frequency bands utilized for coverage while enabling competition in higher frequency bands mainly used for capacity. The Company has reached a total frequency bandwidth of 234.4 MHz and our ownership in total bandwidth in the market increased to 43% (234.4 MHz / 549.2 MHz) with the new frequencies acquired. The operators can utilize the new spectrum in a technology-neutral way.
The ICTA granted Turkcell’s IMT Authorization on October 27, 2015. The IMT Authorization is effective for 13 years until April 30, 2029. According to the license, Turkcell started to provide 4.5G services from April 1, 2016.
The IMT Authorization License Agreement has provisions that are generally similar to those contained in our license agreement relating to 2G and 3G. Accordingly, the Company:
(a) |
must achieve population coverage of 95% of the population of Türkiye and coverage of 90% of the population within 81 provinces and 973 sub provinces within eight years, |
(b) |
must cover 99% of motorways, high speed railroads and tunnels with lengths more than one kilometer within three years, 95% of divided multilane roadways within six years and 90% of conventional railroads within ten years, and |
(c) |
is obliged to share actively with other mobile operators, any new 3G or 4.5G site which it will decide to build within settlement areas with a population of less than 10,000 and highways, divided multilane roadways, tunnels, high speed railroads and conventional railroads, from the effective date of the license granted to the Company. |
We have not always been, and in the future may not be, in full compliance with the coverage obligations under our licenses, most recently with respect to 3G settlement coverage and coverage of tunnels in 4.5G. Due to past non-compliance, the ICTA imposed administrative fines on our Company in 2022 and required us to establish a total of 400 3G sites. We complied with this requirement, establishing 200 3G sites in 2023 and another 200 3G sites in 2024. We were also required to install a sufficient number of 4.5G sites in tunnels that were not in compliance, which increased our investment costs.
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In addition, when building its infrastructure for 4.5G networks, Turkcell and its competitors are required to purchase up to 45% of its network related hardware (i.e. base stations, switches, routers and as such) and software from local suppliers, and purchase 10% of the network equipment and software from local SMEs engaged in production in Türkiye. The local network related hardware purchase requirement is defined over three periods: 30% for the first year, 40% for the second year and 45% for the third and subsequent years, as well as 30% for the average of the first four-year period (2015-2019), 40% for the average of the second four-year periods (2019-2023) and 45% for the average of the third (2023-2027) and subsequent four-year periods. Reporting on these requirements must be made to the ICTA on a yearly basis. If the Company expects not to meet the requirement for locally produced hardware and software due to the lack of sufficient local supply and other relevant conditions, the Company must file an application to the ICTA six months before the due date to request an easing or removal of the requirement. In accordance with the regulation, operators have requested the removal of this requirement for eight annual reporting periods, between 2015 and 2023, and the average of the first two four-year period containing 2015-2019 and 2020-2023 (the Company has fulfilled 45% of its purchase obligations for the period 2022, 2023, 2024 and the average of the second four-year periods between 2019-2023). However, operators’ requests to waive this requirement for the reporting periods between 2015-2021 and the average of the first four-year period have been rejected by the ICTA; in this context, administrative fines, amounting to TRY 95.5 million in total (not restated for IAS 29) were applied to the Company for three periods between 2015 and 2018. Some of the lawsuits relating to the cancellation of these administrative fines are ongoing. Although, we are challenging the imposition of these fines, we may not be successful. Additionally, administrative fines may also be applied for not meeting the requirements of 2018-2021 reporting periods and the average of the first four-year reporting periods. This also may result in material adverse effects on our financial results.
In addition to the above mentioned obligations, in the context of the 4.5G license, the Company assumed the obligation to obtain at least 40% of its electronic communications investments from suppliers with a research and development center in Türkiye, as well as the obligation to obtain at least 10% of its electronic communications investments from small and medium sized enterprises suppliers that are established in Türkiye and manufacture local products.
Furthermore, with the ICTA Board Decision dated November 16, 2021 and published on January 13, 2022, the ICTA amended the Procedures and Principles Regarding the Inspection and Supervision of “Investments Regarding Hardware and Software to be Used in Mobile Operators’ Networks” in a way to expand the local product obligations in the 4.5G authorization agreement. The amended regulation requires the share of equipment purchased from a single supplier within an investment period not to exceed 50% of total investments and the operators must inform the ICTA and comply with the Board decisions before the investments to be made relating to critical network elements.
Breaches of the abovementioned obligations and breaches resulting in the termination of the GSM and IMT-2000/UMTS concession agreements for any reason shall also result in the termination of the operator’s 4.5G authorization.
t.IMT-2020 (5G) Authorization
The tender entitled “Authorization for the Establishment and Operation of Mobile Electronic Communications Infrastructures and the Provision of Services, and the Inclusion under this Authorization of the Infrastructure and Services Covered by the Existing Authorizations Expiring on April 30, 2029” was conducted on October 16, 2025. As part of this tender, a frequency allocation of 2x10 MHz was designated for each operator in the 700 MHz frequency band, and 80 MHz was designated for each operator in the 3.5 GHz frequency band. In the subsequent phase of the tender process, five packages of 20 MHz each in the 3.5 GHz frequency band were offered for auction, and operators were permitted to acquire up to a maximum of three such packages.
As a result of the tender, Turkcell:
| ● | Was awarded the right to acquire a 2x10 MHz frequency package in the 700 MHz band for a total price of USD 429,000,000 (excluding VAT), and was granted the first “Right of Selection” pursuant to which it selected the end of the relevant frequency band; and |
| ● | Acquired, frequency packages totaling 140 MHz in the 3.5 GHz frequency band for a total price of USD 795,000,000 (excluding VAT), thereby becoming the operator with the highest capacity in this band. In addition, by acquiring the first package in this frequency band, Turkcell was granted the first “Right of Selection” in respect thereof and selected the end of the relevant frequency band. |
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Furthermore, this tender regulates the inclusion of previous authorizations ending on April 30, 2029 under the new 5G authorization framework.
The total tender price amounted to USD 1,224 million (excluding VAT). Turkcell elected to settle the principle amount in three equal installments of USD 408 million each. The entire VAT amount was paid with the first installment. Accordingly, the first payment of USD 652.8 million (consisting of the first installment plus the total VAT) was made on January 2, 2026. The second and third installments of USD 408 million each will be paid no later than December 25, 2026 and May 2, 2027, respectively.
Under this authorization, the following additional coverage obligations were imposed:
(a) |
Upon request by the Authority, Turkcell is required to provide priority coverage to a maximum of 150 settlements or locations per year. Of these locations, no more than 50 may be selected from settlements with a population of fewer than 200. |
(b) |
By January 1, 2028, excluding the locations covered under the Universal Service legislation, Turkcell is required to provide mobile electronic communications services in such a manner as to ensure coverage for at least 95% of the population in each neighborhood or village with a population of 500 or more, assessed separately for each settlement. |
(c) |
Without prejudice to maintaining the existing coverage area and service quality in the locations where services are currently provided, and for the period from April 30, 2029 until the expiry date of this authorization, December 31, 2042: |
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Separately for each metropolitan municipality, Turkcell is required to provide coverage to 95% of the population within the boundaries of the metropolitan municipality and all affiliated districts within three years, and, for metropolitan central districts, to ensure a minimum downlink data rate of at least 25 Mbit/s per user with a probability of 95%; |
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Separately for each of all other provinces and districts, Turkcell is required to provide coverage to 95% of the population within the boundaries of the relevant province and district within five years, and, for provinces and districts, to ensure a minimum downlink data rate of at least 15 Mbit/s per user with a probability of 95%; and |
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Excluding the locations covered under the Universal Service legislation, Turkcell is required to provide services in each neighborhood and village with a population exceeding 500, separately for each settlement, in a manner ensuring coverage of at least 95% of the population of the relevant settlement. |
While building infrastructure for 5G networks, Turkcell and its competitors are required to procure network related hardware (i.e. base stations, switches, routers and as such) and software as follows:
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At least 40% must be procured from suppliers having an R&D Center in Türkiye that employs a certain number of researchers. |
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Operators are required to make investments related to 5G services and infrastructure from local manufacturers’ products at a rate of 50% in the first year, 55% in the second year, and 60% in the third year and subsequent years. As of April 30, 2029, which is the expiration date of the existing authorizations, at least 60% of all service and infrastructure procurements within the scope of authorization shall be made from local manufacturers. In addition, operators are required to procure at least 15% of their annual investments from local SMEs engaged in production in Türkiye. |
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Investments must be procured from products that comply with the definition of a National Communication Product at a rate of 5% in the first year, 10% in the second year, and 15% in the third year and subsequent years. Depending on the market availability of products that meet the definition of a National Communication Product, the ICTA may increase the applicable ratios by up to two times. Operators must also take measures to procure the equipment to be used for establishing Mobile Private Networks from National Communications Products. |
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All independent software and hardware units to be used in an operator’s network must be interconnected with one another through open interfaces, in compliance with international standards and, where technically feasible, with standards such as Open Radio Access Network. |
Operators that fail to fulfill their obligations regarding the procurement of National Communication Products are required to transfer an amount corresponding to the investment value of the products not procured or not able to be procured under the obligation into an account (fund) to be established within their own organization for the relevant period.
u.Licenses and Authorizations of our Subsidiaries
In addition to the foregoing, our subsidiaries BeST and Kıbrıs Telekom hold GSM licenses in Belarus and the Turkish Republic of Northern Cyprus, respectively, and all of them have obtained 3G licenses. Kıbrıs Telekom has also obtained 4G and 5G licenses and Internet Services Provider and infrastructure establishment and operation licenses. If BeST and Kıbrıs Telekom fail to comply with the terms and conditions of their license agreements, they may incur significant penalties, which could have a material adverse effect on our strategy for international expansion and our business and results of operations. In addition, our subsidiaries Global Tower, Turkcell Superonline, Turkcell Enerji, Paycell, Financell, Lifecell Digital, Lifecell Müzik Yayın ve İletim A.Ş. (“Lifecell Müzik”) and Lifecell TV Yayın ve İçerik Hizmetleri A.Ş. (“Lifecell TV”) have licenses to perform their business. Failure to comply with the terms of such licenses may lead to significant penalties and adversely affect their, as well as our, results of operations.
i.Belarus License Agreement
BeST owns a license for mobile services without technological limitations (mobile technology neutral), issued on August 28, 2008, for a period of 10 years. However, in accordance with the Edict of the President of Belarus dated November 26, 2015, numbered 475, the license is issued without limitation of the period of validity. Starting from March 1, 2016, the license is valid from the date of the licensing authority’s decision on its issue and for an unlimited period. Under the terms of its license, BeST has coverage requirements for 2G and 3G networks. BeST had been provided with additional time by the license authority to fulfill all 2G signal coverage requirements regarding the settlements. Management of the company keeps working with the regulatory body regarding 2G license requirements and has applied for certain license requirement adjustments. We expect to have some regulatory changes in 2G mobile networks operations and those changes may eliminate coverage requirements in 2G network in the upcoming years. 3G related license requirements have been fulfilled.
Pursuant to applicable legislation of the Republic of Belarus the construction and operation of LTE, LTE-Advanced, and IMT-2020 technology telecommunications infrastructure may be carried out exclusively by LLC “beCloud” in its capacity as the Single Infrastructure Operator. BeST provides 4G and 5G mobile telecommunication services to its subscribers through the use of beCloud’s infrastructure.
ii.Turkcell Superonline Authorizations
Turkcell Superonline was authorized as a Fixed Telephony Service Provider as of November 19, 2004 (for 15 years), Infrastructure Provider as of March 6, 2006 (for 25 years), Internet Service Provider as of February 15, 2005 (no duration specified), Satellite Communication Service Provider as of March 24, 2009 (no duration specified), Cable Broadcast Service Provider as of November 23, 2009 (no duration specified) and Mobile Virtual Network Operator as of July 14, 2015 (for 15 years). Upon the expiry of the term of Turkcell Superonline’s Fixed Telephony Service Provider authorization on November 19, 2020 the ICTA extended the authorization period by one year. Pursuant to the amendment to the Authorization Regulation on May 1, 2021, the validity periods of all the authorizations granted to operators were extended to match the expiry date of the longest-term authorization of the operator. Thus, the expiry date for all the authorizations of Turkcell Superonline has been determined as March 6, 2031.
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Turkcell Superonline was authorized as a Platform Operator and Infrastructure Operator in accordance with the Radio and Television Supreme Council’s (“RTUK”) decision numbered 24, dated March 26, 2014. Such authorizations have been provided by the RTUK, according to the rules of the Media Law and also the RTUK By-Law on Broadcasting via Cable Networks. In accordance with the Media Law and its regulations, the Platform Operator Authorization and Infrastructure Operator Authorization are provided annually. Within the scope of the Platform Operator Authorization and Infrastructure Operator Authorization, Turkcell Superonline has the right to operate the platform and infrastructure of TV services. Pursuant to the same amendment, it was stipulated that companies that do not provide services related to their authorizations within three years from the date they are granted will have their authorizations revoked. In this regard, there is a risk that Turkcell Superonline’s authorization for the Platform Operator and Infrastructure Operator could be revoked.
v.Access and Interconnection Regulation
The Access and Interconnection Regulation became effective upon issue by the ICTA on September 8, 2009, and abolished the Access and Interconnection Regulation which was published on May 23, 2003. The Regulation sets forth the rights and obligations of the operators relating to access and interconnection, and establishes rules and procedures pertaining to their performance of such obligations. The Regulation primarily sets forth applicable principles, details of access and interconnection obligations, financial provisions, and policies and procedures regarding negotiations and contracts for access and interconnection.
The Regulation is driven largely by the goal of improving the competitive environment and ensuring that users benefit from electronic communications services and infrastructure at a reasonable cost. Under the Electronic Communications Law, the ICTA may compel a telecommunications operator to accept another operator’s request for access to and use of its network. All telecommunications operators in Türkiye may be required to provide access to other operators. The operators who are compelled to provide access to other operators may be obliged to provide service and information on the same terms and qualifications provided to their shareholders, subsidiaries, and affiliates by the ICTA.
In accordance with Article 7 of the Electronic Communications Law, the ICTA may determine those operators that have significant market power in the relevant market as a result of market analysis. After determination of the operators of SMP, the ICTA may impose additional liabilities for such operators in order to protect the competitive environment.
In January 1, 2020, the “Mobile Access and Call Origination Market” was deregulated and Turkcell’s SMP designation was removed.
Turkcell Superonline was designated by ICTA as having SMP in the nationwide wholesale dedicated capacity transport and termination markets under ICTA’s November 2025 “Wholesale and Retail Dedicated Capacity Markets” market analysis document. Turkcell Superonline is subject to regulatory obligations such as access, non-discrimination, transparency, publication of reference access offers, cost-oriented tariff control, accounting separation and cost accounting and facility sharing. These remedies can materially constrain Turkcell Superonline’s commercial and operational flexibility (including the ability to design products, set prices, negotiate terms and manage capacity), and may require significant compliance investments (e.g., implementing regulated wholesale processes, KPI/SLAs, internal controls, cost accounting models, reporting, auditability and dispute-handling capabilities).
On December 15, 2005, the ICTA designated Turkcell, Vodafone, and TT Mobil as “operators holding significant market power” in the “GSM Mobile Call Termination Services Market,” and in subsequent years, based on market analysis decisions, the ICTA continued to designate three operators as holding significant market power in the “Mobile Call Termination Market.” On August 29, 2023 in relation to the “Mobile Call Termination Market Analysis” published in 2020, the ICTA decided to extend the validity period of the current market analysis for an additional three years, as evaluations indicated no significant changes in the relevant market conditions. As a result of the significant market power designation in the “Mobile Call Termination Market,” Turkcell, as well as TT Mobile and Vodafone, are required to provide interconnection services. Following the last Mobile Call Termination Market Analysis, dated September 23, 2020, the ICTA decided to remove the cost-based pricing obligation for SMS/MMS termination services. The latest ICTA decision regarding SMS termination rates (on mobile networks), dated December 14, 2021, updated, equalized and gradually increased SMS Termination Rates as of April 1, 2022 until January 1, 2024.
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Since January 1, 2024, SMS termination rates have been determined commercially between the parties. If an agreement cannot be reached regarding such rates, operators can apply to the ICTA to request a reconciliation procedure. Commercial agreement procedures remain ongoing. As the commercial negotiations conducted by the operators had remained inconclusive, the ICTA has determined SMS termination unit rates for the past three years as a result of reconciliation procedure. However, bilateral commercial negotiations were conducted successfully between operators for 2025 and 2026, and the SMS interconnection rate for 2025 was set at TRY 2.6 kr/SMS and for 2026 was set at 3.2 kr/SMS.
MMS termination rates have been determined commercially since 2022. Please refer to the table under Interconnection Rates/Mobile Termination Rates section, under “Item 5. Operating and Financial Review and Prospects—D. Trend Information—b. Regulations affecting our prices” for the approved MTRs.
Consequently, according to the Electronic Telecommunications Law, the ICTA may oblige such operators to provide access and to submit their reference offers for interconnection to the ICTA for review, and may require amendments to the offers. Operators are obliged to make the amendments requested by the ICTA in a prescribed manner and within a prescribed period. In addition, the operators are obliged to publish their reference offers for interconnection, which have been approved by the ICTA, and provide access under the conditions specified in their reference offers and interconnection, which have been approved by the ICTA.
The ICTA regulates FTRs as well, and designated Türk Telekom as having significant market power. As a result of the market analysis regarding Fixed Call Termination Market in December 2020, the ICTA decided to switch to IP-based next-generation network structure (from traditional Time-Division Multiplexing network) in interconnection services, thus adopted a single-stage fee structure and temporarily determined Türk Telekom’s IP interconnection rate as 1.71 kr/min until January 1, 2022. Subsequently, the ICTA has published a glide path for call termination rates for all fixed operators for the years 2022-2024, where the interconnetion rate is unchanged. Please refer to the table under Interconnection Rates/Fixed Call Termination Rates section, under “Item 5. Operating and Financial Review and Prospects—D. Trend Information—b. Regulations affecting our prices” for the approved termination rates. As of 2026, interconnection fees have been fixed at TRY 1.47 for all fixed operators.
Our Company’s Access and Interconnection Agreements Concluded with Other Operators
Turkcell and Turkcell Superonline have interconnection agreements with various operators including Türk Telekom, Vodafone, TT Mobil and Fixed Telephony Service Operators whereby they allow us to connect our networks with theirs to enable the transmission of calls to and from our mobile/fixed communications systems.
The interconnection agreements establish understandings between the parties relating to various key operational areas, including call traffic management, and the agreements entail that we and the other parties will agree on the contents of various manuals setting forth additional specifications concerning matters that are not specifically covered in the interconnection agreement, such as quality and performance standards and other technical, operational and procedural aspects of interconnection.
The interconnection agreements specify that the parties shall comply with relevant international standards, including standards adopted by the GSM Memorandum of Understanding, the Telecommunications Standards Bureau of the International Telecommunications Union, and the European Telecommunications Standards Institute. In the absence of applicable international standards, the interconnection agreements provide that the parties will establish written standards to govern their relationship.
The interconnection agreements outline the applicable interconnection principles and provide the technical basis and rationale for technical specifications and manuals to be agreed to by the parties.
In addition, the parties agree to provide the other party with information that is necessary to enable the performance of their interconnection obligations, the provision of services, or the utilization of equipment and/or buildings as contemplated in the interconnection agreement.
i.Interconnection/Call Termination Agreements
Please refer to the tables under Interconnection/Mobile Call Termination Rates and Fixed Call Termination Rates section under “Item 5. Operating and Financial Review and Prospects—D. Trend Information—b. Regulations affecting our prices” for the effective termination rates in interconnection agreements.
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ii.International Transit Traffic Services Agreements
Turkcell entered into International Transit Traffic Services Agreements with operators who applied to Turkcell for an agreement. Under these agreements, we may carry calls to these operators’ switches for onward transmission to their destinations and these operators should provide the termination of these calls on the relevant network. These operators charge us at various prices identified within the scope of the agreement for calls directed to numerous networks around the globe.
iii.SMS Termination Agreements
During 2011, Turkcell entered into SMS Termination Agreements with alternative operators who applied to Turkcell for an agreement. Please refer to the table under SMS/MMS Termination Rates section, under “Item 5. Operating and Financial Review and Prospects—D. Trend Information—b. Regulations affecting our prices” for the effective rates in SMS termination agreements.
As of December 31, 2021, operators which originate message services are obliged to establish direct interconnection with mobile network operators where the calls will be terminated in accordance with the ICTA Board Decision dated March 24, 2020.
iv.MVNO Agreement
A full MVNO agreement was signed between Turkcell and Netgsm, a local telecommunications company, on November 5, 2020. If neither party submits a request for termination at least three months before the expiration date, the agreement is automatically renewed for an additional one-year term under the same terms and conditions. The scope of the agreement is wholesale mobile communication services including data, voice and SMS. Wholesale data rates were determined by the ICTA as a result of the conciliation process carried out between the parties and were added to the contract. Netgsm has been offering consumer and enterprise mobile bundle tariffs in the local market.
On August 2, 2024, Turkcell issued a notice to terminate NetGSM’s MVNO services and ceased providing access services on November 5, 2024, except for the SIM Cards already active in Turkcell’s network prior to such date. To minimize the disruption and allow a grace period, Turkcell intended to maintain connectivity for those existing NetGSM SIM Cards during the following months based on fees determined by the ICTA. During the discussions, ICTA issued a decision requiring Turkcell to continue providing services to NetGSM until the resolution of the reconciliation process. ICTA subsequently issued another decision setting the mobile data access fees for 2024 and 2025, and later required Turkcell to continue providing services to NetGSM for both existing and new subscribers. Turkcell has filed three lawsuits seeking the annulment of these decisions while continuing to provide service to the lines active prior to November 5, 2024. The legal process is ongoing at the appeal stage. As a result of the ICTA’s investigation into this matter, Turkcell was fined 50 million TL (not restated as IAS 29) for not providing Virtual Mobile Network Services to subscribers who were newly activated by NetGSM or who migrated to NetGSM via number portability. Turkcell filed a lawsuit against this administrative fine decision.
v.Agreements Concluded with Directory Service Providers
Turkcell entered into agreements relating to the provision of directory services which are licensed by the ICTA to provide directory services. These agreements determine the principles and procedures related to the access of companies to the Turkcell database, the provision of directory services to subscribers and the clearing procedure of the parties. Such agreements are valid and binding for a term of one year. However, if neither party notifies the other party one month before the expiration of the agreement of its request to terminate, the agreement will automatically be renewed for another one-year term.
w.Regulation on Co-Location and Facility Sharing
The ICTA has required operators to share certain facilities with other operators under certain conditions specified in the Electronic Communications Law and to provide co-location on their premises for the equipment of other operators at a reasonable price.
Under the Regulation, operators holding significant market power are required to provide access and services to all operators on equal terms. Operators with significant market power are also required to perform unbundling of their services, which means that they have to provide separate service of, and access to, transmission, switching, and operation interfaces. Furthermore, the ICTA may establish rules applicable to the division of the costs of facilities among parties.
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The ICTA published a Communiqué concerning “Co-Location and Facility Sharing” on December 2, 2010 (which abolished the Regulation published on December 31, 2003). According to the Communiqué, the ICTA should determine operators to be co-location incumbent if operators do not enable co-location, or where is a dispute against competition, or end-users. Similarly, the ICTA may set tariffs if the tariffs for co-layout are not determined on a cost basis.
The Communiqué defines the criteria for operators who are incumbents for facility sharing, and also states the items which must be considered for determining the Facility Sharing prices.
Subsequently, the provisions that regulate the ICTA approval of the examination fee determined by the Co-Location and Facility Sharing incumbent have been removed, opening up the Co-Location and Facility Sharing process to negotiation. In addition, the Facility Sharing incumbent’s right to allocate a facility for its own network and investment plans has been reduced to 25% of the facility.
On December 6, 2016, the ICTA published “The Regulation on the Procedures and Principles of Sharing of Cellular System Antenna Installations and Radio Access Networks.” According to this Regulation:
| ● | The number of sharing types has increased. The terms and conditions of sharing on highways, railways and within tunnels is now a separate section. |
| ● | In regions where the population is lower than 10,000, if an operator is unable to use the antenna installations built by another operator before the IMT licensing, the operator must notify the ICTA about the situation and the ICTA may let the operator build a new antenna installation. This operator is obliged to make an installation facilitating the sharing by all types with at least two other operators. The operator cannot turn down any sharing requests involving installations set up after IMT licensing in motorways, high speed and very high-speed railways, dual carriage highways, tunnels and conventional railways, except for indoor installations. |
| ● | In regions where the population is higher than 10,000 at the time of application to ICTA to build a new installation, provided that there are no physical, technical, administrative and legal barriers, the operator is obliged to offer the types of sharing to the maximum extent possible. |
| ● | In regions where the population is lower than 10,000, except indoor installations, new antenna installations which were established between the date of the IMT authorization and the issue date of this regulation, all settlements and motorways, high speed and very high-speed railways, dual carriage highways, tunnels and conventional railways must be brought in line with the conditions set by this Regulation. |
In the 4.5G authorization document, in provinces with a population of less than ten thousand and at sites to cover highways, dual carriageways and railroads, any new 3G or 4.5G site to be built must be shared actively by all operators within this region. We informed the ICTA that we support any local R&D and P&D, as long as it complies with international technical and financial standards and can be sustainable. However, the 4.5G authorization document does not provide details on compliance with international standards. The ICTA may oblige operators to buy and use locally produced products, independent of quality standards, if a local vendor produces sufficient equipment to support the mobile operators’ demands. This may cause technical problems in our network. Should such technical problems occur, it could negatively affect our quality of service, leading to increased costs for the 4.5G infrastructure roll-out and could adversely affect our customer experience. See “Item 3. Key Information—D. Risk Factors—Risks Relating to the Telecom Industry—The obligations and costs of our license agreements may limit, in some cases, our flexibility in responding to market conditions, competition and changes in our cost structure, impact our prices or result in penalties in the event of non-compliance.”
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Infrastructure providers are subject to “Directive of Deployment of any Cable and Similars Used in Fixed and Mobile Telecommunication Infrastructures or Networks” which was published in the Official Gazette dated December 27, 2012. As per this regulation; all fixed infrastructure providers must prioritize facility sharing and co-location in their investments which mandates operators to check if there is any available infrastructure exists or not for the planned route. If it is determined that there is another operator’s infrastructure on the planned route, the use of this infrastructure should be prioritized, if possible. Our fiber business must excavate to lay new cables and repair existing cables, and there is an obligation to obtain permission for excavations from authorized municipalities or institutions. Since June 2018 operators primarily have to request from the most prevailing operator in terms of infrastructure in Türkiye—Türk Telekom—to seek if Türk Telekom’s infrastructure is available to share for the operator-requested route and to perform the needed excavation work on their behalf (Türk Telekom’s reference offer public consultation process for facility sharing is still ongoing, there is no existing agreed commercial offer for Türk Telekom’s infrastructure excavation work on behalf of operators). After Türk Telekom’s rejection of infrastructure sharing, operators may ask for the right of way confirmation from the Ministry of Transport and Infrastructure. Having the right of way confirmation, operators shall apply to the public authorities to get permission for the required excavation work.
x.Regulation on Consumer Rights in the Electronic Communications Sector
One of the main duties of the ICTA is the protection of consumers, thus the ICTA extensively regulates topics related to consumers including subscription processes, charging and billing, contract conditions including the term of contract and the information to be provided to consumers. As such, the ICTA carries out numerous inspections in order to assess compliance levels to said regulations and non-compliant operators may face severe administrative fines. Conversely, our compliance with the ICTA’s regulations may increase the costs of doing business and could negatively impact our financial results.
The most recent framework for consumer protection is provided by the “Regulation on Consumer Rights in the Electronic Communications Sector,” which was published on October 28, 2017. This regulation abolishes other predating regulations on consumer protection. The Regulation imposes numerous obligations on operators with respect to transparency and informing consumers, the subscription process and the provision of services, tariffs and campaigns, contracts, charging and billing and the cancellation of subscriptions. An amendment to the Regulation was made on January 18, 2022, seeking to align the regulation with “The Regulation on the Applicant’s Identity Verification Process in the Electronic Communications Sector” and to impose new obligations on operators, including increasing the number of channels through which subscribers can apply to cancel their subscriptions and granting subscribers the right to cancel their subscriptions without paying a cancellation fee if the internet service quality does not meet the “Address-Based Internet Speed Test Criteria” (“Criteria”) – that will be determined by the ICTA when the regulation regarding the standards of Fixed Internet Service Quality is finalized. The effective date of the articles related to applicants’ identity verification processes was March 1, 2022, while the effective date of the other articles was December 31, 2022.
“The Regulation on the Verification Process of the Applicant’s Identity in the Electronic Communications Sector” was first published on the Official Gazette of June 26, 2021 and later amended on December 31, 2021. The Regulation determines the process to be applied for the verification of the applicant’s identity in cases where subscriber transactions (subscription contract, number porting application, qualified electronic certificate application, registered e-mail application and SIM change) are carried out in an electronic medium.
The ICTA is expected to issue mandatory amendments to the Regulation on Consumer Rights in the Electronic Communications Sector and the Regulation on the Identity Verification Process of the Applicant in the Electronic Communication Sector in accordance with the amendments to the Electronic Communications Law published in the Official Gazette dated December 25, 2025.
Preventing bill shock has been one of the ICTA’s objectives, resulting in several regulations that impose obligations on the operator to offer upper limits to bills and to remind and inform the subscriber on their levels of use. “The Procedures and Principles Regarding the Services with Limited Amount of Use and the Applications of Upper Limits of Bills” was published on August 19, 2016 and has been in force since 2017.
The ICTA has duties to ensure the safe use of Internet as well. The ICTA’s board decision dated August 22, 2011 obliged operators to offer the “Safe Internet Service” to requesting subscribers free of charge. The ICTA Decision dated June 8, 2021 mandated the “Safe Internet Service Family Profile,” which can restrict subscribers from accessing certain internet addresses and content, to be the default profile for new mobile and fixed subscriptions, unless otherwise requested by the subscriber.
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The ICTA decision dated June 21, 2018 favoring subscribers with special needs, veterans, and widows/widowers and orphans of martyrs was published and came into effect on January 1, 2019. The decision requires operators that have more than 200 thousand subscribers to offer their services to these groups that are “in need of social support” at a 25% discount. The discount is to be offered upon proof of identity and the subscriber’s special need.
By means of a Board Decision the ICTA decided that, effective from March 3, 2023, the number of postpaid and prepaid individual lines should be limited to 15 per each Turkish citizen and three per each foreigner, while the number of “Prepaid and Postpaid Individual Lines” that can be provided to each person in the same month in total, by an authorized retailer should be limited to four.
y.Regulation on Data Privacy in the Electronic Communications Sector
Under Article 51 of the Electronic Communications Law, the ICTA is authorized to determine the principles and procedures related to the processing of personal data and protection of privacy. Accordingly, the ICTA published “Regulation Concerning the Processing of Personal Data and the Protection of Privacy in the Electronic Communications Sector,” of which a revised version came into force on June 4, 2021.
This regulation aims to determine the procedures and principles of personal data processing and the protection of privacy in the electronic communications sector. The regulation sets out the sector-specific rules such as security measures, notification of data breach and data breach risks, obtaining explicit consent, data transfers, traffic and location data, caller ID blocking.
z.Law on the Protection of Personal Data
Türkiye, as part of its legislative reforms to align with the EU legislation has adopted an extensive data protection regime. The Law on the Protection of Personal Data (the “Law”), which came into force on April 7, 2016, regulates the processing and transfer of personal data of natural persons and the protection of privacy.
The Law establishes several obligations for processing and transferring personal data including but not limited to fair and lawful processing, protection of personal data, obtaining consent, providing notice of processing, registration with the Registry of Data Controllers and notification to the Data Protection Authority (“DPA”) in the event of a data breach. According to the Law, the DPA is authorized to impose sanctions and precautionary measures as well as administrative fines which are specified in the Law.
The Law also determines the rights of the data subjects, such as the right to apply to the data controller to learn whether their personal data has been processed, to learn whether it is being used in accordance with the purpose of the processing, to learn the third parties to whom the personal data is transferred in Türkiye or abroad, to request the rectification, erasure or destruction of personal data, and to request notification of such actions to third parties to whom the data has been disclosed.
As per Article 16 of the Law, the By-Law on the Data Controllers Registry, which specifies the procedures and principles regarding the registration of Data Controllers was published on December 30, 2017 and came into force on January 1, 2018. Pursuant to this regulation, data controllers are obliged to register with the registry prior to processing personal data, and exemptions from the registration requirement are to be determined by the Data Protection Board. Accordingly, the Company registered with the registry within the set deadline by the Data Protection Board. Data controllers that are not established in Türkiye also have the responsibility to register with the Registry via their representative that they will assign and data controllers are obliged to prepare a personal data processing inventory that includes the purposes for processing of personal data, data categories, data subjects, the maximum retention period of the data and technical and organizational measures taken regarding data security.
In addition to the aforementioned by-law, on October 28, 2017, the Regulation Regarding the Deletion, Destruction and the Anonymization of Personal Data was published and came into force on January 1, 2018. The objective of the Regulation is to set forth procedures and principles regarding the deletion, destruction or anonymization of personal data processed wholly or partly by automated means or by non-automated means which form part of a data filing system. Furthermore, the Communiqué on the Principles and Procedures to be Followed in Fulfillment of the Obligation to Inform and the Communiqué on the Principles and Procedures for the Request to the Data Controller was published and came into force on March 10, 2018 regulating principles and procedures in relation to the obligation to provide notice to data subjects and rules and processes for data subjects to exercise their rights regarding personal data. With respect to international data transfers, the DPA has not yet published the list of countries that have an adequate level of protection to date.
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Failure to comply with the Law may result in the imposition of administrative sanctions, including fines of up to TRY 17.1 million by DPA as of January 2026. The Company is implementing a compliance program addressing requirements arising from the Law and its secondary legislation, as well as the General Data Protection Regulation (“GDPR”). The GDPR applies to several products and services of our Company provided to data subjects in the European Union.
Under the GDPR, certain data controllers are required to appoint a Data Protection Officer (“DPO”). While Turkish data protection legislation does not mandate such an appointment, the Company proactively designated a data protection lead in 2022 to oversee its data privacy framework and ensure the continued efficacy of its data management practices. This designation, maintained on a voluntary basis, reflects the Company’s commitment to aligning its internal governance with international best practices and enhancing its focused approach to global data protection standards.
The Law No. 7499 on Amendment of the Code of Criminal Procedure and Certain Laws, which includes critical amendments to the Law on the Protection of Personal Data, was published in the Official Gazette on March 12, 2024. Significant changes regarding the processing of sensitive personal data, cross-border transfers of personal data, administrative sanctions, and legal remedies against administrative fines took effect on June 1, 2024.
This amendment introduced new revisions for cross-border transfers of personal data to align with the GDPR (“General Data Protection Regulation”) that became applicable after September 1, 2024, where explicit consent is not mandatory. According to this new system, if there is an adequacy decision taken by the DPA, cross-border transfers of personal data are possible without explicit consent. If there is no adequacy decision, cross-border transfers of personal data without explicit consent are possible if appropriate safeguards are provided. If there is no adequacy decision or appropriate safeguards, cross-border transfer of personal data may still be possible without explicit consent in some special cases. Details on the subject were described in the Guide on Cross-Border Transfer of Personal Data published by the DPA on January 2, 2025. Additionally, the DPA issued standard contract templates to be signed between the parties for cross-border data transfers on July 10, 2024.
aa.Regulation on Electronic Commerce
Law No. 6563 on the Regulation of Electronic Commerce published in the Official Gazette on November 5, 2014, amended Article 50 of the Electronic Communications Law, providing that without the prior consent of the subscribers, unsolicited electronic communications for the purposes of direct marketing or messages with adult content is prohibited. An “opt-in” mechanism has been adopted for electronic messages; however, this provision does not apply retroactively to the databases which were established by obtaining the data subjects’ consent before the Law No. 6563 on Regulation of Electronic Commerce entered into force on May 1, 2015.
The Electronic Commerce Law and “Commercial Communications and Commercial Electronic Messages Regulation” published in accordance with this law excludes messages that are sent to the subscribers and users of the operators about their own products and services, and these messages are regulated in “The Principles and The Procedures Regarding the Communication with the Purposes of Advertising and Marketing” published by the ICTA on July 9, 2015. According to electronic commerce legislation, sending commercial electronic messages is also subject to the prior consent of recipients. Violation of this legislation may result in an administrative fine.
As per the amendments to the “Commercial Communications and Commercial Electronic Messages Regulation” dated January 4, 2020 a centralized commercial electronic communication management system (“CCECMS”) for obtaining, exercising, and tracking opt-in/opt-out requests and complaints from recipients of electronic commercial communications was established under the supervision of the Ministry of Trade. Pursuant to the amendments, service providers are required to be registered with CCECMS and transfer every consent obtained under the Commercial Communications and Commercial Electronic Messages Regulation to CCECMS. Further, service providers and intermediary service providers initiating the commercial electronic message transmission on behalf of service providers are obliged to verify the consent status of the recipients over the CCECMS. In case service providers fail to comply with the Electronic Commerce Law and Commercial Communications and Commercial Electronic Messages Regulation, administrative fines may be imposed by the Ministry of Trade.
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bb.Registered Email Service Regulation
Registered Electronic Mail Service began in July 2012. Mobile operators cannot provide registered electronic mail service; however, the service may create a new mobile business area with new bundled mobile products, which are able to service our subscribers.
cc.Regulation on Refurbished Products
The regulation on the refurbishment of used mobile phones and tablets, warranty conditions of refurbished devices, authorization of refurbishment centers, and regulation of the obligations of market actors entered into force on August 22, 2020. The Turkish Standardization Institute determined the standards for refurbishment centers on February 17, 2021, and authorized the refurbishment centers. In this context, consumers may access to second-hand mobile phones with a higher reliability, and so, more second-hand devices are expected to be included in the ecosystem.
dd. Regulations Regarding the Southeastern Türkiye Earthquakes
The ICTA published the Board Decision entitled “Measures to be Taken Due to Earthquake Disaster” on February 14, 2023. According to this Decision, among other obligations, free of charge services and additional benefits were to be provided and bills were to be postponed for at least a month, for subscribers who had received mobile services or subscribers whose registered address or fixed service facility address was located in the provinces where a state of emergency was declared as of February 6, 2023.
In addition, on April 6, 2023, the “Presidential Decree on the Field of Electronic Communication and Water Structures Inspection Services under the State of Emergency” was published in the Official Gazette.
As of today, the above-mentioned articles are no longer in force as the state of emergency has been lifted.
However, an investigation was initiated against our Company in connection with our communications infrastructure during the Southeastern Türkiye Earthquakes. Several alleged violations were identified regarding our alleged failure to take necessary measures to ensure uninterrupted communication during disasters and emergencies. In the event that our defenses are not accepted, there is a risk of administrative fines being imposed on our Company.
ee.Other regulations affecting our Company
i.Amendments to the Turkish Insolvency and Restructuring Regime
The Enforcement and Bankruptcy Law No. 2004 prevents a contractual arrangement by which a contractual event of default clause is stipulated to be triggered in the event that an application is made by a Turkish company for debt restructuring upon settlement within the scope of the Turkish Enforcement and Bankruptcy Law No. 2004. In addition to this, on March 15, 2018, changes were introduced to the Turkish Enforcement and Bankruptcy Law No. 2004, one of which provided that the contractual termination, default and acceleration clauses of an agreement cannot be triggered by the making of a concordat application by the debtor and such application shall not constitute a breach of such agreement.
ii.Communiqués on Management and Audit of Information Systems
The Communiqué on Information Systems Management of the Capital Markets Board of Türkiye (“CMB”) numbered VII-128.9 and Communiqué on Independent Audit of Information Systems numbered III-62.2, which entered into force on January 5, 2018, introduced new obligations with regards to information systems for certain legal persons, including our Company.
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The Communiqué on Information Systems Management defines the technical procedures for sustainability and secure operation of information systems in a very detailed way. Notably, with regards to data protection; specific measures are to be taken as precautions to protect the secrecy of the data received, processed and stored with regard to information system operations. This Communiqué sets out various methods to be used for physical and environmental safety, network security, identity verification, limited access through authorized persons, data integrity and preserving the confidentiality of the data stored in information systems. On March 13, 2025, Communiqué on the Procedures and Principles of Information Systems Management numbered VII-128.10 was published in the Official Gazette and replaced the communique numbered VII-128.9. The new communique expanded the scope of compliance obligations and brought new requirements for the covered institutions and companies.
The Communiqué on Independent Audit of Information Systems provides the rules, policies and principles on the independent audit of the information systems. The Communiqué provides that CMB certified independent auditor companies shall audit and report to the entities whether the audited entity is in line with the information system management principles in terms of its operations, equipment and software pursuant to the Communiqué. The frequency of the audits to be conducted by CMB certified independent auditors varies for each entity subject to CMB regulations. On March 13, 2025, CMB amended Communiqué on Independent Audit of Information Systems. Although these amendments required periodic independent information systems audit for certain institutions and companies, public companies were exempted from this obligation.
Although the Communiqués do not include specific penalties in the event of non-compliance, Article 103 (General Principles) of the Capital Markets Law will apply.
In order to strengthen the control environment, the Information Systems Compliance Committee has been established as an oversight body.
iii.Regulations on Crypto Assets
The Law No. 7518 Amending the Capital Markets Law (“Crypto Law”) entered into force upon its publication in the Official Gazette dated July 2, 2024. Crypto Law defined the concepts of crypto asset, crypto asset trading platform, crypto asset custody service and crypto asset service providers (“Crypto Service Providers”). While the Capital Markets Board (“CMB”) will have the authority to regulate crypto assets that provide rights specific to capital market instruments, the duties and authorities of other governmental institutions arising from the legislation regarding crypto assets will be reserved.
On March 13, 2025, the CMB took regulatory steps to implement establishment and operational principles of Crypto Service Providers as well as working procedures, principles, and capital adequacy of Crypto Service Providers.
iv.Cyber Security Law
On March 19, 2025, the Cyber Security Law was published in the Official Gazette. The Cyber Security Law establishes the Cyber Security Directorate and Cyber Security Board and mandates institutions, corporations (including public companies) and natural and legal persons to comply with its provisions. As per this new law, among others, local and national products are to be prioritized for cybersecurity procurement and all public institutions, organizations, and natural and legal persons are responsible for implementing cybersecurity policies and strategies, as well as for taking the necessary measures to prevent or mitigate the impact of cyberattacks. The new law regulates the imposition of prison sentences and fines on natural and legal persons for non-compliance (up to 5% of the gross sales revenue reported in the independently audited annual financial statements).
v.Turkish Sustainability Reporting Standards (TSRS)
Türkiye has introduced the Turkish Sustainability Reporting Standards (TSRS), which became effective on January 1, 2024, following the decision published in the Official Gazette on December 29, 2023. Developed by the Public Oversight, Accounting and Auditing Standards Authority (POA), the TSRS are based on the International Financial Reporting Standards (IFRS) S1 and S2, established by the International Sustainability Standards Board (ISSB). These standards aim to enhance transparency and accountability by requiring businesses to disclose sustainability-related financial information.
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The TSRS framework comprises two primary standards:
TSRS 1 – General Requirements for Disclosure of Sustainability-related Financial Information: This standard requires entities to disclose information about sustainability-related risks and opportunities that could reasonably be expected to affect the entity’s cash flows, access to finance, or cost of capital over the short, medium, or long term.
TSRS 2 – Climate-related Disclosures: This standard focuses on climate-related risks and opportunities, including physical and transition risks, and requires entities to provide relevant disclosures that could impact their financial performance.
Under TSRS, companies are required to report on sustainability and climate-related risks and opportunities that could reasonably be expected to affect their financial performance. The standards apply to companies that meet at least two of the following criteria for two consecutive reporting periods: total assets of 1 billion Turkish Lira, annual net sales revenue of 2 billion Turkish Lira, or an average of 500 employees. By aligning with international sustainability reporting frameworks, the TSRS aims to enhance transparency and accountability, facilitating Turkish companies’ access to global markets and compliance with regulations.
ff.Major regulations affecting our Subsidiaries
Financell
Financell is a financing company and is thereby subject to the Financial Leasing, Factoring, Financing and Saving Financing Companies Law No. 6361. The objective of this law is to regulate the establishment and operating principles of these companies as well as the principles and procedures governing their contracts with clients.
The Regulation on the Financial Leasing, Factoring, Financing and Saving Financing Companies Establishment and Operation Principles also regulates loan durations and other financing principles. Although Financell has to abide by the BRSA’s regulations due to its financing license, it also has to abide by the CBRT’s regulation on loans and borrowings, the Personal Data Protection Law, the Prevention of Laundering Proceeds of Crime Law and secondary regulations issued by the Financial Crimes Investigation Board, as well as the Ministry of Trade’s regulations on the Consumer Credit Contract with its contents and essentials for its contracts with consumers.
Turkcell Dijital Sigorta
Turkcell Dijital Sigorta’s main purpose is to act as an insurance company. The company is mainly subject to the Insurance Law No. 5684. The objective of this law is to regulate the establishment and operation principles of insurance companies as well as the principles and procedures applicable to their relations with their clients. As the main regulatory body, the Insurance and Private Pension Regulation and Supervision Authority (“IPRSA”) supervises the activities of Turkcell Dijital Sigorta. Secondary legislation such as communiqués, sector announcements and general terms issued by the IPRSA, also plays an essential role in the activities of Turkcell Dijital Sigorta. The company was granted its license in 2023. Turkcell Dijital Sigorta must comply with the Ministry of Trade’s regulations within the framework of consumer protection regulations regarding insurance products that are sold to consumers. Under the insurance legislation; within the scope of the “Circular on Minimum Capital Amounts Envisioned for Insurance Branches” by the IPRSA decision, the minimum paid-in capital amounts required for insurance companies applying for a license after the publication date of the circular have been increased.
Turkcell Sigorta
Turkcell Sigorta is, operating in the field of insurance intermediation as a registered insurance agent at the registry held by Turkish Union of Chambers and Commodity Exchanges. Turkcell Sigorta’s activities are subject to the supervision of the IPRSA and Executive Committee of Insurance Agencies (within the Union of Chambers and Commodity Exchanges). The main activity of Turkcell Sigorta is to offer insurance products to customers on behalf of the insurance companies it represents by operation of the agency agreements.
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Paycell
Following the enactment of the law on payment and securities settlement systems, payment services and electronic money institutions no.6493, Paycell obtained the Payment Service Provider (PSP) license in August 2016 from the BRSA, as well as an Electronic Money Issuer License in July 2017. On November 12, 2019, the BRSA’s regulatory powers in this regard were transferred to the CBRT. The CBRT has introduced new regulations regarding “open banking” as well as new license types, such as Payment Initiation Service (PISP) and Account Information Service (AISP). Paycell applied for such licenses in order to provide services that allow its customers to access their banking information, monitor their accounts across various financial institutions, and perform payment transactions through a single interface by directly integrating with other financial institutions.
The Regulation on Payment Services and Electronic Money Issues and Payment Service Providers and the Communiqué on the Information Systems of Payment and Electronic Money Institutions and Data Sharing Services in the Payment Services of Payment Service Providers have been published in the Official Gazette dated December 1, 2021. With the regulation, open banking services have been defined and an application to open a banking license has been enabled. With the decision of the Central Bank of the Republic of Türkiye (CBRT) dated March 5, 2025, Paycell’s application for authorization to operate in the field of open banking and its application for money transfer activities have been approved. Thus, Paycell has become an authorized institution entitled to provide all types of payment services within the scope of Law No. 6493 and to carry out all related transactions, including the issuance of electronic money.
Paycell is also subject to the Law No. 5549 on the Prevention of Laundering Proceeds of Crime, published in the Official Gazette dated October 18, 2006, as well as its secondary regulations, and to the supervision of the Financial Crimes Investigation Board (FCIB) within this scope. With the amendments published in the Official Gazette dated December 25, 2024, changes have been made to the secondary regulations related to the Law affecting payment and electronic money institutions. Paycell has taken all necessary actions in accordance with the relevant dates set out in the legislation.
Turkcell Enerji
The operations of Turkcell Enerji are concentrated in the electricity market, which is heavily regulated in Türkiye. The governing law is the Electricity Market Law, while the Energy Market Regulatory Authority (“EMRA”) is the central regulatory body issuing licenses and setting tariffs and quality standards. Electricity market activities in Türkiye subject to the EMRA licensing regime include power generation, power supply, system operation (at both transmission and distribution level) and market operations for which each activity requires the issuance of a separate license.
Turkcell Enerji holds a power supply license issued by EMRA on May 11, 2017 that is valid for 20 years. Its license allows Turkcell Energy to buy and sell electricity capacity and energy in both wholesale and retail markets at unregulated prices.
Furthermore, Boyut Enerji, the subsidiary of Turkcell Enerji, holds an electricity generation license from EMRA that is valid for 49 years and the license period of its wind power plant will expire in 2057.
In addition to this, Turkcell Enerji completed the installation of a 163.5 MW solar power plant in 2025 and commissioned a 62.3 MW solar power plant.
Lifecell Müzik & Lifecell TV
The operations of Lifecell Müzik as a music service and Lifecell TV as an OTT TV platform are within the scope of the Regulation on the Provision of Radio, Television and On-demand Broadcasting Services over the Internet (the “Regulation”), which came into force on September 1, 2019. As per the Regulation, media service providers broadcasting and platform operators transmitting broadcasting services on the internet must obtain a broadcasting license and broadcasting transmission authorization, respectively, from the RTUK. RTUK granted an on-demand broadcasting license over the internet to Lifecell Müzik valid for ten years as of August 29, 2019. Also, Lifecell TV has been granted an authorization for broadcasting transmission over the internet that is renewed on a yearly basis.
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4.C Organizational Structure
The following chart lists each of our key subsidiaries and our proportionate direct and indirect ownership interest as of April 3, 2026.
| ● | On January 21, 2025, Dijital Eğitim Teknolojileri A.Ş. merged with Turkcell Dijital İş Servisleri A.Ş. through a simplified merger procedure. |
| ● | On January 27, 2025, the Board of Directors resolved to liquidate Paycell LLC. |
| ● | On February 20, 2025, Turkcell Superonline transferred its data center assets to TDC through a partial demerger transaction. |
| ● | On February 25, 2025, the shares of Turkcell Teknoloji held by Turktell Bilişim Servisleri A.Ş. were transferred to Artel Bilişim Servisleri A.Ş. (“Artel”) through a partial demerger transaction. This transfer solely represents a change in shareholding; Turkcell Teknoloji continued to operate as a separate legal entity following this transaction. |
| ● | On March 10, 2025, Rehberlik Hizmetleri Servisi A.Ş. completed its liquidation process and ceased operations. |
| ● | On May 7, 2025, Lifecell Bulut Çözümleri A.Ş. merged with Lifecell Dijital Servisler ve Çözümler A.Ş. (“Lifecell Dijital Servisler”) through a simplified merger procedure. |
| ● | On December 31, 2025, Artel merged with the Company through a simplified merger procedure, upon which all assets and liabilities of Artel — including the shares of Turkcell Teknoloji— were transferred to the Company. As a result, Turkcell Teknoloji became a direct subsidiary of the Company. |
| ● | On April 1, 2026, the registered company name of BİP İletişim Teknolojileri ve Dijital Servisler A.Ş. was amended to Turkcell Dijital Teknoloji Satış A.Ş. |
For information on the countries of incorporation of our key subsidiaries, see “—B. Business Overview.”
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4.D Property, Plant and Equipment
As of December 31, 2025, we operated 74 facilities including network data centers, of which 70 were located in Türkiye, with the rest in the Turkish Republic of Northern Cyprus. We own and lease buildings in İstanbul, including our headquarters, mobile switching centers, network data centers, customer service offices and warehouses. Our buildings in Türkiye and outside of Türkiye are used for the purposes of administration, sales and other service centers, as well as marketing and operation of mobile switching centers and network data centers.
As of December 31, 2025, we also had 179 owned and 1,162 leased vehicles used for operational and administrative purposes.
For a further discussion of our facilities and equipment in the countries in which we operate and environmental issues relating to the use thereof, see “—B. Business Overview” and “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business—Environmental risks and climate change could significantly impact our businesses.”
I.Core Network Infrastructure
Our broadband core infrastructure consists of Evolved Packet Core and 5G Converged Core systems for mobile access and Border Network Gateways for fixed access, which provide broadband mobility and connectivity to our customers. Mobile and fixed broadband infrastructure also consist of broadband network services. We are growing our broadband network in line with increasing customer data demand on our telco cloud infrastructure to enable Turkcell to meet growing customer demands for flexibility.
We have IP Multimedia Subsystem (“IMS”) network infrastructure located in four major network data centers, working in full redundancy and capable of fulfilling high voice demand in case of emergency conditions such as natural disasters. The IMS network is deployed on telco cloud infrastructure which enables more agile capacity and service capability management.
Our internet communications infrastructure contains multiple (and geographically redundant) transit and peering connections to the foremost global service and OTT providers in addition to CDN infrastructure located in our data centers to deliver a high-quality internet experience for both mobile and fixed customers.
II.Access Network Infrastructure
Access Network infrastructure includes 2G BTSs, 3G NodeBs, 4.5G e-NodeBs and 5G g-NodeBs which are located on rooftops and towers, Base Station Controllers (“BSC”) and Radio Network Controllers (“RNC”) at network data centers. BTSs, NodeBs, e-NodeBs and g-NodeBs consist of fixed transmitter/receiver equipment and the antennas to actualize the coverage area for voice and data connections. 2G BTSs and 3G NodeBs are connected to and controlled by BSC or RNC, respectively. 4.5G e-NodeBs and 5G g-NodeBs have an important difference in that they are directly connected to the 4.5G Core Network and 5G Core Network. In addition to macro sites that serve large areas, there are sites using small base stations called small cells, which serve certain specific and limited areas. We have been adding small cells to densify our network and meet certain performance objectives (enhanced user experience, higher speeds, higher capacity, improved coverage, etc.). Depending on the suitability and cost-effectiveness of the candidate solution, we are using small cell systems, repeaters or relay systems to augment our service quality. In addition to these macro site types and the small cells, we also deploy specially designed indoor systems for special areas and buildings such as stadiums, concert venues, shopping malls and airports.
In 2009, the ICTA resolved that operators may transfer the right of use of their towers to third parties. In accordance with this resolution, we transferred the rights of certain towers to our subsidiary, Global Tower.
III.Transmission Network Infrastructure
Turkcell’s mobile backhaul infrastructure leverages multiple transport technologies to ensure an efficient, resilient and cost-effective transmission network. Connectivity between sites is provided through 10/100 GE over dark fiber and Ethernet over DWDM, where applicable. At cell sites, the majority of site connectivity is delivered via point-to-point microwave radio links that are owned and operated by Turkcell, accounting for approximately 53% of the overall network.
94% of our fiber connectivity to our cell sites is currently provided by our subsidiary, Turkcell Superonline.
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The rest of the leased lines are provided by Türk Telekom and Vodafone. As a result, we believe that the overall infrastructure capacity usage is fully optimized and a high grade of availability is achieved through topology resiliency and packet base IP mobile backhaul network infrastructure.
Turkcell has fiber backbone covering all 81 cities of Türkiye with full flexible WDM optical ASON domain currently carrying 261 Tbps traffic.
Based on an average more than 40% capacity increase each year, we have built two overlay high speed (200G/400G per channel) full flexible backbone WDM networks utilising optical ASON which increases flexibility and reliability. In addition, we started building another WDM backbone domain, optimized to carry 800G, 1.2 Tbps and even 1.6 Tbps per channel in longer distances with the usage of the “L” band in the frequency spectrum, in addition to the conventional “C” band used today.
Turkcell links Europe to Asia by providing international services with more than 39 Tbps of international capacities running on our transport network.
ITEM 4A. UNRESOLVED STAFF COMMENTS
None.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following discussion and analysis of our management with regard to our financial condition and the results of our operations should be read together with the Consolidated Financial Statements included in this annual report. In addition to historical information, the following discussion contains forward-looking statements based on current expectations that involve risks and uncertainties. Actual results and the timing of certain events may differ significantly from those projected in such forward-looking statements due to a number of factors, including those set forth in “Item 3. Key Information—D. Risk Factors” and elsewhere in this annual report.
I. Overview of the Turkish Economy
In 2025, the lagged effects of the monetary transmission mechanism were most distinctly felt on macroeconomic indicators in the Turkish economy, and the disinflationary process became the primary trend. The CBRT maintained its tight monetary policy stance uncompromisingly for the majority of the year, in line with its objective of anchoring inflation expectations. The mechanical decline in headline inflation, which began in the first half of the year driven by strong base effects, evolved into a structural disinflation trend in the second half as the cooling in domestic demand became more pronounced. During this period, despite the rapid deceleration observed in goods inflation, the stickiness in services inflation prompted the CBRT to maintain a cautious approach in its communication and liquidity measures.
In terms of external balance and foreign exchange markets, 2025 stands out as a period where macro-financial stability was restored. The suppression of domestic demand through high borrowing costs weakened the import propensity, thereby shifting the growth composition in favor of net exports. This rebalancing facilitated a sustainable improvement in the current account deficit-to-GDP ratio, bringing it below historical averages. In addition to the contraction in the current account deficit, the sharp decline in CDS premiums driven by the implementation of rational policies increased the syndicated loan rollover ratios for Türkiye and supported carry trade inflows. Faced with increased foreign exchange supply, the CBRT’s reserve accumulation strategy enabled a recovery in net international reserves, culminating in the appearance of a managed floating exchange rate regime where the Turkish Lira appreciated in real terms.
However, in March 2026, the Turkish economy faced a severe geopolitical shock due to the escalating U.S.-Iran war. Reciprocal strikes on energy infrastructure and logistics routes have sharply reduced risk appetite for emerging markets. As global capital pursues a flight to safety, this has exerted upward pressure on Türkiye’s credit risk premium, significantly impairing the predictability of portfolio inflows and carry trade dynamics. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Türkiye—The majority of our business and assets are in Türkiye, and thus deterioration in the Turkish economy, any depreciation of the Turkish Lira, or any instability in the political environment, may have an adverse effect on our business and financial condition.”
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Turkcell’s operational performance remains closely tied to Türkiye’s macroeconomic conditions,including population growth, digitalization trends, GDP and inflationary pressures. Factors supporting the growth of Türkiye’s telecommunications sector include population growth, increasing demand for data, decreasing age of first mobile phone usage, digitalization of customers and enterprises and the expansion of M2M connections. While rising GDP generally supports disposable income and demand for premium services, persistent inflation presents a challenge due to the contract-based nature of our business. As a significant portion of our mobile and fixed-line customers are on 12-month (and occasionally 24-month) contracts, there is an inherent time lag in reflecting inflationary effects in our pricing. Inflation is gradually reflected in prices during the re-contracting phase. In addition, inflationary pressures may negatively affect customer purchasing behavior.
Following the period of hyperinflation post-2021, a disinflationary trend began to emerge in 2025. Despite this downward trajectory, inflation remained at elevated levels, necessitating continued but more calibrated price adjustments. During 2024 and 2025, we implemented price adjustments in our mobile tariffs in line with the inflationary pressures, while taking into account intensified market competition. Consequently, these adjustments in 2025 were made less frequently or at lower magnitudes compared to prior years, reflecting the cooling inflationary environment. To further enhance our agility in the resell segment and adapt quickly to wholesale cost changes, we revised our tariff structure in August 2025 by introducing non-commitment contracts for xDSL and Türk Telekom Fiber sales.
Application of IAS 29
Pursuant to IAS 29, the financial statements of entities whose functional currency is that of a hyperinflationary economy must be restated. As of June 30, 2022, Türkiye has been classified as a hyperinflationary economy based on IAS 29 “Financial Reporting in Hyperinflationary Economies” criteria, as cumulative inflation over three years exceeded 100% by April 2022. The financial statements of the Company and those of the subsidiaries, associates and joint ventures located in Türkiye and the Turkish Republic of Northern Cyprus for the year ended December 31, 2025 were restated for the changes in the general purchasing power of the Turkish Lira, which is their functional currency based on IAS 29. IAS 29 requires that financial statements prepared in the currency of a hyperinflationary economy be stated in terms of the measuring unit current at the balance sheet date and that corresponding figures for previous periods be restated in the same terms. The table below shows the evolution of the CPI over the last three years:
|
|
2025 |
|
2024 |
|
2023 |
|
Annual Index |
|
3,513.9 |
|
2,684.6 |
|
1,859.4 |
|
Average Index |
|
3,183.2 |
|
2,360.0 |
|
1,488.9 |
|
|
|
|
|
|
|
|
|
Yearly Inflation |
|
30.9 |
% |
44.4 |
% |
64.8 |
% |
Cumulative Inflation (over three-year period) |
|
211.4 |
% |
290.8 |
% |
268.3 |
% |
The Company has restated all non-monetary items using the measuring unit current at December 31, 2025 in order to reflect the impact of the inflation restatement reporting. Comparative figures must also be presented in the currency unit as of December 31, 2025 and have been restated using the general price index of the current year. Therefore, all comparative figures for the previous reporting periods, including those of our foreign subsidiaries, have been restated by applying a general price index, so that the resulting comparative financial statements are presented in terms of the current unit of measurement as of the closing date of the reporting period. The financial statements of subsidiaries that use functional currencies other than the Turkish Lira (foreign companies with economies that are not considered to be hyperinflationary) do not apply IAS 29 (except for the adjustment of inflation for comparative presentation) See “—VIII. Effects of Inflation” below.
II. Taxation Issues in the Telecommunications Sector and Other Sectors in which the Company Operates
Under current Turkish tax laws, telecommunications operators and the various sectors in which the Company operates are subject to a complex fiscal regime. Sector-specific taxes are generally charged to subscribers by mobile operators and remitted to the relevant tax authorities. These may be levied upon subscription, on an annual basis, or as ad valorem charges based on service fees. Furthermore, the Company is directly subject to certain taxes, levies, and regulatory charges that are not passed on to subscribers but are accounted for as operational expenses.
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These tax obligations have affected, and could continue to adversely affect, our financial performance through two distinct channels: by impacting consumer demand due to increased total cost of ownership and by directly eroding our profitability through non-recoverable tax burdens. Moreover, persistent inflationary pressures and resulting national budget deficits may prompt the government to implement additional taxation measures or adjust existing rates, such as Value Added Tax (VAT) and Special Communication Tax (SCT). Such changes, which may occasionally have retrospective effects, could further impact our results of operations. For a detailed discussion of these risks, see “Item 3. Key Information—D. Risk Factors.”
The following are the most significant taxes imposed on our telecommunications services, and on us as an operator in the telecommunications sector and in the other sectors where we operate:
a.Treasury Share and Universal Service Fund Contribution
Pursuant to our licenses (2G and 3G) and Authorization Certificate (4.5G), we are required to pay a treasury share equal to 15% of our gross revenue, including some exemptions. In addition, we must pay annual contributions in an amount equal to 0.35% of our net revenue towards the ICTA’s expenses.
We are required to pay 90% of the treasury share to the Turkish Treasury and 10% to the Ministry of Transport and Infrastructure as a universal service fund contribution. All of our treasury share is paid to the ICTA, which then transfers it to the Turkish Treasury and the Ministry of Transport and Infrastructure as detailed above.
Also, we are required to pay a Universal Service Fund Contribution equal to 1% of net sales revenue for Turkcell Superonline, Global Tower and Rehberlik. These amounts are paid annually within the month of June of each following year. In addition, we pay annual contributions in an amount equal to 0.35% of our net revenue to the ICTA’s expenses for abovementioned companies.
The Share of Turkish Treasury expense amounted to TRY 21,446.5 million, TRY 19,399.6 million, and TRY 17,566.8 million for the years ended December 31, 2025, 2024 and 2023, respectively.
The Universal Service Fund expense amounted to TRY 2,850.2 million, TRY 2,556.4 million, and TRY 2,437.9 million for the years ended December 31, 2025, 2024 and 2023, respectively.
b.Special Communications Tax (“SCT”)
The SCT on mobile telephone services as part of a series of new taxes levied to finance public works required to respond to the earthquakes that struck Türkiye’s Marmara region in 1999. Starting in August 2004, other telecom services (i.e., fixed lines and TV/radio transmission) are also included within the scope of the SCT.
The SCT tax amounts collected by us from subscribers in each calendar month are remitted to the tax authorities within the first 15 days of the following month.
As of January 30, 2021, the SCT rate for all services within the scope of the tax was set at 10%.
Under Law No. 6322, effective July 1, 2012, new mobile subscriptions for Machine to Machine (“M2M”) SIM cards are not subject to the SCT levied upon new subscriptions.
The SCT on new mobile subscriptions was TRY 570, TRY 400 and TRY 260 in 2025, 2024 and 2023, respectively.
Since 2018, the SCT is calculated for TRY and bundle package sales and also for calling cards sales by including the margin of the distributor or/and retailer and these amounts. Mobile electronic telecommunication operators and authorized fixed telecommunication operators are responsible for the calculation and self-reporting to the tax authorities of the SCT amount on these pre-paid sales.
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c.Value Added Tax (“VAT”)
In Türkiye, the services provided by GSM operators, as is the case with all other services, are subject to Value Added Tax (VAT). The VAT rate applicable to telecommunications services was historically 18% which was increased to 20% effective as of July 10, 2023.
VAT for roaming services is calculated solely on the mark-up amount on subscribers’ invoices for roaming services.
A VAT exemption for reverse charges is applied on invoices related to roaming services issued by foreign GSM operators on the basis of reciprocity.
VAT is calculated for TRY and bundle package sales and also calling card sales by including the margin of the distributor and/or retailer and these amounts. Mobile electronic telecommunication operators and authorized fixed telecommunication operators are responsible for the calculation and self-reporting to the tax authorities of the VAT amount on these pre-paid sales.
d.License and Annual Utilization Fees on Subscribers and Operators
Subscribers are subject to both license and annual utilization fees. GSM operators are responsible for collecting these fees for each subscription. The license fee was TRY 258.04, TRY 179.28, and TRY 113.14 in 2025, 2024 and 2023 respectively. Subscriptions for the FATIH Project of the Ministry of National Education (launched with the purpose of improving the use of technology at schools) and machine to machine (M2M) SIM cards are not subject to license and annual utilization fees.
The payment of the annual utilization fee to the government depends on whether a subscriber is postpaid or prepaid. For postpaid subscribers, the monthly utilization fee was TRY 21.50, TRY 14.94 and TRY 9.43 in 2025, 2024 and 2023, respectively. For prepaid subscribers, the annual utilization fee is calculated by multiplying the number of registered prepaid subscribers at the end of the previous year by the annual utilization fee, and the calculated bulk annual utilization fee is paid by mobile operators the following year on the last business day in February of the following year.
Operators must also pay license and annual utilization fees for wireless equipment. As of January 1, 2018, the fee is calculated as 5% of the monthly net sales amount (sales amount related to the FATIH Project is not subject to TRx fees) and is to be paid by the last working day of the following month.
e.Special Consumption Tax on the Sales of Mobile Phones
The Special Consumption Tax is imposed on certain listed goods, including mobile phones, which are legally defined under the relevant legislation as “transmitter/receiver cellular phones.” This tax arises either at the time of importation of such devices into Türkiye or upon their domestic sale by manufacturers.
The tax base thresholds applicable to the Special Consumption Tax on mobile phones were revised by Presidential Decree No. 10521, published in the Official Gazette dated October 24, 2025. With this amendment, the monetary thresholds have been increased, while the statutory tax rates themselves have remained unchanged.
Accordingly, the Special Consumption Tax applicable to mobile phones is calculated based on the revised tax base brackets set out below. In all cases, the Special Consumption Tax amount calculated per device may not be lower than the minimum amount prescribed under the relevant legislation.
|
|
Special |
|
|
|
Consumption |
|
|
|
Tax rate |
|
Cellular wireless phone devices with a receiver |
|
|
|
—With Special Consumption Tax base up to TRY 4,500 |
|
25 |
% |
—With Special Consumption Tax base between TRY 4,500 and TRY 9,000 |
|
40 |
% |
—Others |
|
50 |
% |
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The revised thresholds replace the former Special Consumption Tax base limits of TRY 1,500 and TRY 3,500, thereby broadening the scope of the lower and intermediate tax brackets. This adjustment reflects developments in market prices and aims to ensure the continued applicability of the Special Consumption Tax framework to mobile phone transactions under current economic conditions.
In addition, importers are required to submit a surveillance certificate to the customs authorities when importing mobile phones with a declared customs value below USD 200. Where such certificate is not obtained, the customs value of the imported devices must be increased to at least USD 200 in order for the importation to be completed.
f.Digital Services Tax on Providers
The Digital Services Tax (“DST”) is paid by providers at a rate of 5% as of January 1, 2026 and at 2.5% as of January 1, 2027 of monthly revenues generated from the following digital services performed in Türkiye, subject to specified exemptions.
Taxpayers exceeding a revenue threshold of EUR750 million in global revenues, including local revenues, or TRY 20 million in local revenues, are subject to DST. Taxpayers who fall below either of the two thresholds specified herein are exempt from DST.
Revenues generated from some services provided by Turkcell Group are subject to DST; however, the total of those revenues did not exceed the stated thresholds as at December 31, 2025. We will continue to monitor such revenues and any updates in the related legislation.
g.Tax Law No. 7524
Tax Law No. 7524, entitled “Amendments to the Tax Code and Certain Other Laws,” was published in the Official Gazette on August 2, 2024 and has entered into force.
i. |
Domestic Minimum Corporate Tax |
Under the provision, the amount of corporate tax may not be less than 10% of the corporate profit, determined prior to the application of specific discounts or exemptions.
Law No. 7524 entered into effect for earnings generated in the 2025 fiscal year and in subsequent periods. Although we do not anticipate any significant impact from this regulation for the 2025 fiscal year, we cannot predict any impact for the 2026 period and beyond.
ii. |
Introduction of withholding tax in e-commerce |
Tax Law No. 7524 imposing an obligation on intermediary service providers and electronic commerce service providers to withhold tax on payments rendered to service providers and electronic commerce providers. The withholding tax rate applicable to e-commerce activities has been set at 1%.
iii. |
Permission to transfer carried forward VAT and the right to refund to the new company through tax inspection, regardless of the statute of limitations, in merger, acquisition and division transactions |
Tax Law No. 7524 provides that the amount of VAT that could not be deducted by taxpayers who have ceased operations, undergone a demerger, or been dissolved may be deducted by the transferee company, subject to the outcome of a tax inspection.
iv. |
VAT amounts that cannot be deducted within a five-year period shall be removed from the carryforward VAT Account and transferred to a special account, where they will be recognized as an expense |
Pursuant toTax Law No. 7524, VAT amounts that have been carried forward for five calendar years or more shall be removed from the Discount VAT Accounts and transferred to a special account. These amounts will subsequently be recognized as an expense in the calculation of income or corporate tax, subject to the findings of a tax inspection initiated at the taxpayer’s request.
114
v. |
Determination of the Main Procedure in VAT Refunds as Tax Inspection |
In order to ensure the accuracy of VAT refund claims and to prevent unjustified refunds, it has been established that VAT refund claims shall be processed based on the findings of tax inspections.
h.Investment Incentive Regime
Presidential Decree No. 9903, effective May 2025, replaced Türkiye’s previous investment incentive regime, introducing key changes to corporate tax reductions. Under the new framework, investment contribution ratios range from 20% to 50%, with the tax reduction rate set at 60%. Notably, the portion of incentives applicable to profits from other activities during the investment period has been reduced from 80% to 50%.
While existing certificates remain governed by prior legislation, they now face restrictions on capacity increases and equipment transfers if the investment subject is not supported under the new rules.
i.Other Tax Legislation
Significant tax regulations and amendments are summarized below.
i. |
R&D and innovation activities |
Amendments relating to R&D and innovation activities were introduced on February 3, 2021. Key changes included:
| o | Extension of incentive periods for Technology Development Zones and R&D/Design Centers until December 31, 2028. |
| o | Companies benefiting from annual R&D incentives exceeding TRY 1 million were required to allocate 2% (set as TRY 5 million and %3 as of today), of the incentive amount (capped at TRY 100 million annually) into a special fund. These funds must be invested in venture capital investment funds or venture capital trusts supporting entrepreneurs based in Türkiye or those operating within incubation centers. |
ii. |
Revaluation of Depreciable Assets |
In periods where the conditions requiring the application of inflation adjustment are not met, depreciable assets recorded in the balance sheet together with their accumulated depreciation may be subject to revaluation.
Accordingly, depreciable assets may be revalued pursuant to Provisional Article of the Turkish Tax Procedure Law (VUK) for the 2025 fiscal year, including the related provisional tax periods, as well as for the 2026 and 2027 fiscal years, provided that the conditions for inflation adjustment are not satisfied. The exceptions set forth under Article 298(Ç) remain applicable.
Taxpayers may also apply revaluation to depreciable assets and related accumulated depreciation at the end of provisional tax periods, in accordance with the Tax Procedure Law.
In fiscal periods during which the Company elects to conduct a revaluation of depreciable assets, an increase in depreciation expenses is anticipated within the Company’s statutory records. Concurrently, any revaluation surplus arising from such valuation is recognized under a designated reserve account within equity in the statutory books. Any portion of the revaluation surplus—excluding capital injuction—that is transferred to another account or withdrawn from the entity shall be subject to corporate taxation in the period of such transaction, irrespective of the net taxable income for said period. Upon the disposal of revalued assets through sale, transfer, withdrawal from the business, or liquidation, the revaluation surplus maintained in the designated reserve account shall be treated consistently with accumulated depreciation and shall be included in the determination of the taxable gain on disposal.
115
iii. |
Changes to Withholding Tax Rates under Provisional Article 67 of the Income Tax Law |
The withholding tax rates stipulated in Provisional Article 67 of the Income Tax Law are subject to periodic amendments. Consequently, the rates applied to income derived from financial instruments—such as investment funds, bonds, and time deposits—may vary. While these changes generally do not result in additional tax liabilities, they may create a financing cost during the period until the taxes paid via withholding are offset against corporate income tax or other similar taxes.
iv. |
Amendments to Research and Development (R&D) Incentives |
Law No. 7555, published in the Official Gazette dated July 24, 2025, introduced amendments to the Technology Development Zones Law. Under the amendments, the income tax withholding incentive and stamp tax exemption granted to R&D, design and support personnel have been capped at an amount equal to forty times the gross minimum wage, effective as of August 1, 2025.
j.Tax disputes
Changes in the Ministry of Treasury and Finance’s amendments and interpretation of the taxation codes, especially changes regarding consumption taxes (VAT and SCT), may adversely affect consumer prices. In addition to the prospective financial impact of such changes, unanticipated tax liabilities and fines may also be levied against our financial results in prior years, since companies’ operations in the previous five years may be subject to financial investigation.
For a description of various tax related disputes to which we are party, see “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—I. Legal Proceedings.”
III. Southeastern Türkiye Earthquakes
On February 6, 2023, two high-magnitude earthquakes, centered in Kahramanmaras (the “Southeastern Türkiye Earthquakes”), impacted 11 cities across Southeastern Türkiye and affected the lives of 14 million people, which accounted for 16% of Türkiye’s population. The earthquakes caused widespread devastation to property and infrastructure in the affected regions. They also resulted in significant loss of life and property damage.
In connection with the Southeastern Türkiye Earthquakes, several presidential decrees were implemented that included various requirements with respect to the waiver of certain fees and taxes for telecommunications services and subscribers in affected areas. See “Item 4. Information on the Company—B. Business Overview—XIII. Regulations of the Turkish Telecommunications Industry—dd. Regulations Regarding the Southeastern Türkiye Earthquakes” for further details. In addition, an additional corporate earthquake tax provision was implemented.
As of December 31, 2023, in line with our initial assessments, the impact of the Southeastern Türkiye Earthquakes on our 2023 results (without adjustment for inflation) demonstrated a direct and indirect revenue impact of around TRY 1.5 billion mainly stemming from providing one month free communication, providing free emergency packages, loss of additional income streams such as digital channels, handset and equipment sales and upsell package sales, an operating expense impact of around TRY 400 million, and a capital expenditure impact of around TRY 900 million. Our 2024 results did not demonstrate any further significant impacts.
In 2023, the company committed up to TRY 3.5 billion (not restated for IAS 29) in cash and in-kind donations to support relief efforts following the earthquakes in Southeastern Türkiye. These contributions were channeled directly to victims or through authorized organizations, including the Ministry of Interior Disaster and Emergency Management Presidency (AFAD) and the Turkish Red Crescent (Kızılay) and/or other institutions and organizations announced by mentioned agencies. Following approval at the General Assembly on September 13, 2023, the donations were executed in two installments, occurring in September 2023 and January 2024. See “Item 10. Additional Information—B. Memorandum and Articles of Association—III. Capital Structure—c. Dividend Distribution and Allocation of Profits” for further details.
116
IV. Critical Accounting Policies
Our discussion and analysis of our financial condition and results of operations are based on our Consolidated Financial Statements, which have been prepared in accordance with IFRS issued by the IASB. The preparation of these financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities as of the date of the financial statements and for the period then ended. On an ongoing basis, we evaluate the estimates used. We base our estimates on historical experience, actuarial estimates, current conditions and various other assumptions that we believe to be reasonable under the circumstances. These estimates are the basis for determining the carrying values of assets and liabilities, and are not readily apparent from other sources. Actual outcomes may differ materially from these estimates. Our critical accounting policies are disclosed in Note 2 (d) (Basis of preparation and summary of significant accounting policies - Use of estimates and judgments) to our Consolidated Financial Statements included elsewhere in this annual report.
V. Reportable Segments and Reporting Currency
Our operations are aggregated under two main reportable segments, Turkcell Türkiye and Techfin. All other businesses are reported under the Other segment.
The Group had previously divided its main operating segments into three groups: Turkcell Türkiye, Turkcell International, and Techfin. As of March 31, 2025, consistent with the Group’s strategy to provide integrated communications and technology services and to ensure economic integrity, the Group revised its operating segments in accordance with IFRS 8 Operating Segments. The principal changes were:
a) |
elimination of the Turkcell International segment following the sale of the Ukrainian operations, which constituted that majority of such segment and, |
b) |
reclassification of certain Turkcell Satış operations from Other segment to the Turkcell Türkiye segment. |
As a consequence of these changes, telecom and digital services-related operations of BeST, Kıbrıs Telekom, Eastasian, Lifecell Ventures, Lifetech, Beltower, Lifecell Digital, Yaani and BiP B.V. were reclassified from the Turkcell International segment to the Other segment. Similarly, Turkcell Satış’s operations - comprising consumer electronics sold through digital channels, smart device management operations previously presented within the Other segment are now reported within the Turkcell Türkiye segment. See Note 5 of our Consolidated Financial Statements included elsewhere in this annual report.
Following these changes, the Group’s three segments now include the following:
| ● | Turkcell Türkiye comprises mobile, fixed telecom and digital services related businesses (including data center and cloud) in Türkiye. Our Turkish telecommunications business represents the largest share of our business, accounting for 91.2% of our revenues and 94.6% of our Adjusted EBITDA in the year ended December 31, 2025. |
117
| ● | Techfin comprises all our financial services businesses inside and outside of Türkiye. Techfin accounted for 5.7% of our revenues in the year ended December 31, 2025, and is mainly derived from Turkcell Finansman A.Ş. (“Financell”) (which accounted for 2.5% of our revenues in the year ended December 31, 2025), Paycell (which accounted for 3% of our revenues in the year ended December 31, 2025) and Turkcell Dijital Sigorta. |
| ● | Other segment mainly comprises telecommunications, digital services, and energy-related activities outside Türkiye, and intersegment eliminations. This segment accounted for 5.9% of our revenues in the year ended December 31, 2025, of which 2.8% is attributable to intersegment eliminations, resulting in a net contribution of 3.1%.Our financial statements are presented in TRY only, which is the currency in which we recognize the majority of our revenues and expenses. |
5.A Operating Results
Our Consolidated Financial Statements as of December 31, 2025, 2024, and 2023 and for each year in the three-year period ended December 31, 2025 included in this annual report, have been prepared in accordance with IFRS as issued by the IASB. We have restated all non-monetary items to reflect the impact of hyperinflation adjustments, expressed in the measuring unit current at December 31, 2025. Comparative figures for prior years have also been restated using the general price index of the current reporting year.
The following table presents selected consolidated statements of profit or loss, financial position and cash flows data as of and for each year in the three-year period ended December 31, 2025, prepared in accordance with IFRS as issued by the IASB, which have been derived from our Consolidated Financial Statements as of and for the year ended December 31, 2025 and as of the respective years.
Except where otherwise indicated, financial figures in this section include the effects of applying IAS 29. For further information, see “—Operating and Financial Review and Prospects—I. Overview of the Turkish Economy—Application of IAS 29” above.
118
Selected Financial Data Prepared in Accordance with IFRS as Issued by the IASB
|
|
2025 |
|
2024 |
|
2023 |
|
|
|
(TRY millions including application of IAS 29, except share data and certain other data) |
|
||||
Consolidated Statement of Profit or Loss Data |
|
|
|
|
|
|
|
Total revenue(1) |
|
241,470.8 |
|
218,160.0 |
|
202,429.0 |
|
Total cost of revenue(2) |
|
(173,124.4) |
|
(164,325.7) |
|
(159,533.8) |
|
Total gross profit |
|
68,346.4 |
|
53,834.4 |
|
42,895.1 |
|
Other income |
|
452.2 |
|
329.1 |
|
1,668.3 |
|
Administrative expenses |
|
(9,948.3) |
|
(9,057.6) |
|
(6,481.1) |
|
Selling and marketing expenses |
|
(16,880.7) |
|
(14,331.0) |
|
(10,738.5) |
|
Net impairment losses on financial and contract assets |
|
(1,428.7) |
|
(1,336.7) |
|
(1,905.2) |
|
Other expenses |
|
(2,227.3) |
|
(3,374.3) |
|
(10,674.3) |
|
Operating profit |
|
38,313.6 |
|
26,063.9 |
|
14,764.3 |
|
Finance income |
|
16,841.5 |
|
13,584.6 |
|
23,931.9 |
|
Finance costs |
|
(22,064.0) |
|
(22,285.6) |
|
(37,666.9) |
|
Monetary gain (loss) |
|
1,598.4 |
|
7,657.9 |
|
7,213.2 |
|
Net finance costs(3) |
|
(3,624.2) |
|
(1,043.1) |
|
(6,521.8) |
|
Share of profit of equity accounted investees |
|
(3,499.1) |
|
(4,139.7) |
|
2,882.3 |
|
Profit before income tax |
|
31,190.3 |
|
20,881.2 |
|
11,124.7 |
|
Income tax (expense)/ benefit |
|
(13,398.8) |
|
(6,369.3) |
|
8,836.5 |
|
Profit from continuing operations |
|
17,791.4 |
|
14,511.9 |
|
19,961.2 |
|
Profit/(loss) from discontinued operations(4) |
|
(187.4) |
|
16,267.3 |
|
3,722.3 |
|
Profit for the year |
|
17,604.0 |
|
30,779.2 |
|
23,683.5 |
|
Attributable to: |
|
|
|
|
|
|
|
Owners of the Company |
|
17,604.0 |
|
30,790.4 |
|
23,724.6 |
|
Non-controlling interests |
|
— |
|
(11.2) |
|
(41.1) |
|
Profit for the year |
|
17,604.0 |
|
30,779.2 |
|
23,683.5 |
|
Basic and diluted earnings per share from continuing operations(5) |
|
8.2 |
|
6.7 |
|
9.2 |
|
Basic and diluted earnings per share from discontinued operations(5) |
|
(0.1) |
|
7.5 |
|
1.7 |
|
Consolidated Cash Flows Data |
|
|
|
|
|
|
|
Net cash inflow from operating activities |
|
96,619.6 |
|
82,798.7 |
|
78,845.6 |
|
Net cash outflow from investing activities |
|
(74,938.6) |
|
(48,561.2) |
|
(39,507.9) |
|
Net cash (outflow)/ inflow from financing activities |
|
(1,531.0) |
|
(12,806.8) |
|
12,792.7 |
|
Other Financial Data |
|
|
|
|
|
|
|
Weighted average number of shares(6) |
|
2,178,379,952 |
|
2,181,023,660 |
|
2,182,106,193 |
|
Dividends declared(7) |
|
8,800.0 |
|
8,000.0 |
|
6,277.0 |
|
Dividends per share(8) |
|
4.000 |
|
3.636 |
|
2.853 |
|
Gross margin(9) |
|
28.3 |
% |
24.7 |
% |
21.2 |
% |
Adjusted EBITDA(10) |
|
104,017.0 |
|
91,365.5 |
|
82,919.3 |
|
Adjusted EBITDA Margin(10) |
|
43.1 |
% |
41.9 |
% |
41.0 |
% |
Capital expenditures(11) |
|
89,961.0 |
|
71,753.2 |
|
68,150.1 |
|
| (1) | Total revenue includes telecommunication services revenues, equipment revenues, revenue from financial services and other (See Note 6 of our Consolidated Financial Statements included elsewhere in this annual report). |
| (2) | Total cost of revenue includes depreciation and amortization, cost of goods sold, payments for the Turkish Treasury share, interconnection and termination expenses, energy expenses, employee benefit expenses, radio expenses, frequency expenses, transmission expenses, universal service fund, roaming expenses, cost of revenue from financial services, internet expenses and others (See Note 11 of our Consolidated Financial Statements included elsewhere in this annual report) |
| (3) | As of December 31, 2025, interest income and expense on financial assets measured at amortized cost are shown netted of on our consolidated statement of profit or loss. |
| (4) | As of December 31, 2023, lifecell, UkrTower and Global LLC have been classified as a disposal group held for sale and as a discontinued operation. As of September 9, 2024 disposal group held for sale has been sold. (See Note 3 of our Consolidated Financial Statements included elsewhere in this annual report). |
119
| (5) | 2025, 2024 and 2023 EPSs are computed over the “Weighted average number of shares” (See Note 26 of our Consolidated Financial Statements included elsewhere in this annual report). |
| (6) | On February 17, 2023, the Company purchased a total of 1,000,000 shares at a average price level of TRY 33.88. On August 5, 2024, and August 21, 2024 the Company purchased a total of 3,001,398 shares with average prices ranging from TRY 98.05 to TRY 99.87. On March 21, 2025, and November 12, 2025 the Company purchased a total of 2,662,240 shares with average prices ranging from TRY 87.99 to TRY 95.58. Treasury shares are recognized as a deduction from equity. These amounts are not restated under IAS 29 for the purpose of this disclosure. |
| (7) | On March 17, 2026, the Board of Directors proposed a TRY 8,800.0 million dividend to shareholders. This proposal is subject to approval at the Annual General Meeting scheduled for May 7, 2026, with the distribution planned for December 9, 2026. This represents a gross cash dividend of TRY 4.00 for each share with a nominal value of TRY 1. |
| (8) | Dividends per share were computed over 2,200,000,000 shares. |
| (9) | Gross margin is calculated as total gross profit divided by total revenue. |
| (10) | Adjusted EBITDA is a non-GAAP financial measure that is defined as the profit of the Company for the period before finance income, finance costs, monetary gain and loss, income tax expense, other income, other expenses, profit or loss from discontinued operations, share of profit or loss of equity accounted investees and depreciation and amortization. A reconciliation of Adjusted EBITDA to profit for the year is presented below. Adjusted EBITDA Margin is a non-GAAP financial measure that is defined as Adjusted EBITDA divided by total revenues. |
| (11) | Capital expenditure represents additions to property, plant and equipment, intangible assets and right of use assets. In 2023, 2024 and 2025 total additions arising from subscriber’s acquisition costs and right of use assets amounts to 16,244.1 million, TRY 18,608.7 million and TRY 28,924.8 million, respectively. |
The following table provides a reconciliation of Adjusted EBITDA, as calculated by management using financial data prepared in accordance with IFRS as issued by the IASB, from net profit, which we believe is the most directly comparable financial measure calculated and presented in accordance with IFRS as issued by the IASB.
|
|
Year ended December 31, |
||||
|
|
2025 |
|
2024 |
|
2023 |
|
|
(in TRY millions, including the application of IAS 29) |
||||
Profit for the year |
|
17,604.0 |
|
30,779.2 |
|
23,683.5 |
(Profit)/loss from discontinued operations |
|
187.4 |
|
(16,267.3) |
|
(3,722.3) |
Income tax (income)/expense |
|
13,398.8 |
|
6,369.3 |
|
(8,836.5) |
Consolidated profit before income tax |
|
31,190.3 |
|
20,881.2 |
|
11,124.7 |
Share of (profit)/ loss of equity accounted investees |
|
3,499.1 |
|
4,139.7 |
|
(2,882.3) |
Depreciation and amortization |
|
63,928.3 |
|
62,256.4 |
|
59,149.1 |
Other operating expense, net* |
|
1,775.0 |
|
3,045.2 |
|
9,006.0 |
Net finance costs |
|
5,222.6 |
|
8,701.0 |
|
13,735.0 |
Monetary (gain) loss |
|
(1,598.4) |
|
(7,657.9) |
|
(7,213.2) |
Adjusted EBITDA |
|
104,017.0 |
|
91,365.5 |
|
82,919.3 |
* |
For details of “Other operating expense, net” please see “—VI. Year ended December 31, 2025 compared to the year ended December 31, 2024.” |
120
The following table presents selected operational data as of and for the periods indicated:
|
|
As of and for the |
|
||||
|
|
year ended December 31, |
|
||||
|
|
2025 |
|
2024 |
|
2023 |
|
Industry Data |
|
|
|
|
|
|
|
Population of Türkiye (in millions)(1) |
|
86.1 |
|
85.7 |
|
85.4 |
|
Turkcell Data(2) |
|
|
|
|
|
|
|
Mobile postpaid subscribers at end of period (in millions)(3) |
|
31.5 |
|
29.1 |
|
27.2 |
|
Mobile M2M subscribers at end of period (in millions) |
|
5.9 |
|
5.0 |
|
4.5 |
|
Superbox subscribers at end of period (in thousands)(4) |
|
716.1 |
|
680.3 |
|
719.9 |
|
Mobile prepaid subscribers at end of period (in millions)(3) |
|
7.6 |
|
9.2 |
|
10.8 |
|
Turkcell Fiber subscribers at end of period (in thousands)(11) |
|
2,573.6 |
|
2,454.5 |
|
2,286.7 |
|
Resell Fixed Broadband subscribers at end of period (in thousands)(11) |
|
712.9 |
|
779.0 |
|
803.5 |
|
ADSL subscribers at end of period (in thousands) |
|
611.4 |
|
738.2 |
|
760.7 |
|
Cable subscribers at end of period (in thousands) |
|
25.7 |
|
35.5 |
|
38.5 |
|
Fiber subscribers at end of period (in thousands) |
|
75.8 |
|
5.3 |
|
4.4 |
|
IPTV subscribers at end of period (in thousands) |
|
1,430.5 |
|
1,462.8 |
|
1,409.2 |
|
Total Turkcell Türkiye subscribers at end of period (in millions) (5) |
|
43.9 |
|
43.1 |
|
42.5 |
|
Total Turkcell Group subscribers at the end of period (in millions)(6) |
|
46.2 |
|
45.2 |
|
56.3 |
|
Mobile ARPU (in TRY)(7) |
|
348.0 |
|
320.0 |
|
294.1 |
|
Mobile blended ARPU (excluding M2M) |
|
400.8 |
|
362.3 |
|
328.3 |
|
Postpaid ARPU |
|
396.9 |
|
366.8 |
|
343.4 |
|
Postpaid ARPU (excluding M2M) |
|
478.9 |
|
437.2 |
|
404.8 |
|
Prepaid ARPU |
|
178.4 |
|
192.6 |
|
181.5 |
|
Fixed residential ARPU (in TRY)(7) |
|
474.6 |
|
405.8 |
|
359.0 |
|
Residential fiber ARPU |
|
475.9 |
|
412.4 |
|
362.9 |
|
Mobile churn (monthly)(8) |
|
2.3 |
% |
2.0 |
% |
2.0 |
% |
Fixed churn (monthly)(9) |
|
1.7 |
% |
1.5 |
% |
1.5 |
% |
Turkcell employees at end of period |
|
3,381 |
|
3,298 |
|
3,413 |
|
Total Group Employees at end of period(10) |
|
24,290 |
|
22,228 |
|
24,352 |
|
(1) |
The population of Türkiye for 2025, 2024 and 2023 is based on TurkStat’s announcements. |
(2) |
For a discussion of how these metrics affect our revenues, please see “—VI. Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024—a. Total Revenue” and “—VII. Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023—a. Total Revenue.” |
(3) |
Subscriber numbers do not include subscribers in Ukraine, Belarus and the Turkish Republic of Northern Cyprus. |
(4) |
Superbox subscribers are included in the number of mobile subscribers. |
(5) |
Total Turkcell Türkiye subscriber numbers do not include subscribers in Belarus and the Turkish Republic of Northern Cyprus, which are part of the “Other” segment. |
(6) |
Total Turkcell group subscriber numbers include subscribers in Ukraine (for 2023 only) and in Belarus and the Turkish Republic of Northern Cyprus for the periods of 2023, 2024 and 2025. |
(7) |
We calculate monthly ARPU for mobile and fixed residential services by dividing subscriber or network driven revenues in Turkcell Türkiye (excluding revenue from fixed corporate and wholesale business, digital business sales, tower business and other non-subscriber-based revenues) for the relevant year by twelve and further dividing by the average number of subscribers during the annual period. Figures are restated in accordance with IAS 29. For a calculation of ARPU, see “—I. Overview of Business —ARPU” below. |
121
(8) |
Average monthly mobile churn rate represents the rate of mobile subscriber disconnections during a certain period and is the percentage calculated by dividing the total number of subscriber disconnections during a certain period by the average number of subscribers for the same period. For these purposes, we define “average number of subscribers” as the number of subscribers at the beginning of the period plus one half of the total number of our gross subscribers acquired during the period. See “Item 4. Information on the Company—B. Business Overview—V. Churn” for information concerning subscriber disconnection policy. |
(9) |
Average monthly fixed churn rate represents the rate of fixed subscriber disconnections during a certain period and is the percentage calculated by dividing the total number of subscriber disconnections during a certain period by the average number of subscribers for the same period. For these purposes, we define “average number of subscribers” as the number of subscribers at the beginning of the period plus one half of the total number of gross subscribers acquired during the period. Churn refers to our fixed subscribers in Türkiye that are both voluntarily and involuntarily disconnected from our network. Fixed churn rate includes switches between fiber, ADSL and cable. |
(10) |
See “Item 6. Directors, Senior Management and Employees—D. Employees” for information concerning our consolidated subsidiaries. |
(11) |
As of the fourth quarter of 2024, our fixed broadband subscriber reporting has been revised. Turkcell Fiber refers to customers served entirely through our own fiber infrastructure, while Turkcell Resell includes DSL, Cable, and Fiber sales provided through infrastructures of other ISPs. Accordingly, historical subscriber figures have been revised to ensure comparability. |
I. Overview of Business
Turkcell, a joint stock company organized and existing under the laws of the Republic of Türkiye, was incorporated in 1993 and commenced its operations in 1994. Turkcell operates under 2G, 3G, 4.5G, and 5G licenses. In the 5G spectrum tender held on October 16, 2025, Turkcell secured the right to acquire the widest frequency allocation, totaling 160 MHz. Following this acquisition, Turkcell now holds a total spectrum portfolio of 394.4 MHz, representing approximately 41.6% of the total spectrum available to mobile operators in Türkiye. Within the scope of the 5G tender, the acquired spectrum authorizations are valid until December 31, 2042. In addition, Turkcell has obtained renewal rights for its existing authorizations (2G, 3G and 4.5G) from April 1, 2029 to December 31, 2042.
Our services portfolio includes high-quality mobile and fixed voice, data, TV and digital services over our network. We continue to focus on our customer-oriented approach and our ability to provide quick and differentiated solutions to meet our customers’ needs through lifestyle segments and usage habits.
As of December 31, 2025, we had 7.6 million prepaid subscribers and 31.5 million postpaid subscribers, compared to 9.2 million prepaid subscribers and 29.1 million postpaid subscribers as of December 31, 2024. In the mobile segment, we increased our postpaid subscriber base from 76.0% in 2024 to 80.7% in 2025 thanks to our value-focused approach. In the fixed segment, our subscriber base reached 3.3 million for the year ended December 31, 2025 compared to 3.2 million for 2024. 2.6 million of this base in 2025 are Turkcell Fiber customers. At year-end 2025 we had 46.2 million subscribers for the Group compared to 45.2 million in 2024.
Our monthly average mobile churn rate in 2025 was 2.3%. Churn rate is the percentage calculated by dividing the total number of subscriber disconnections during a period by the average number of subscribers for the same period. For a more detailed discussion, please See “Item 4. Information on the Company—B. Business Overview—V. Churn.”
We booked an impairment provision for contract assets, other assets and receivables from financial services in our Consolidated Financial Statements in the amount of TRY 1,174.0 and TRY 1,080.6 million as of December 31, 2025 and 2024 respectively, which we believe to be adequate. The movement in the impairment provision as of December 31, 2025 was mainly driven by collections of TRY 977.8 million, write-offs of overdue receivables of TRY 862.2 million and inflation adjustments of TRY 291.2 million, which were partially offset by impairment losses recognized during the year amounting to TRY 2,429.8 million.
122
ARPU
We calculate monthly ARPU for mobile and fixed residential services by dividing subscriber or network driven revenues in Turkcell Türkiye (excluding revenue from fixed corporate and wholesale services, digital business sales, tower operations and other non-subscriber-based revenues) for the relevant year by 12 then dividing by the average number of subscribers during the annual period. ARPU is an operational measurement tool and the methodology for calculating performance measures such as ARPU varies substantially among operators, and is not standardized across the telecommunications industry, and reported performance measures thus vary from those that may result from the use of a single methodology. Management considers this metric useful for evaluating service performance trends over time. The following table shows the reconciliation of Turkcell Türkiye revenues to the portion of such revenues included in the ARPU calculations for 2025, 2024 and 2023.
|
|
Year ended |
|
Year ended |
|
Year ended |
|
|
December 31, |
|
December 31, |
|
December 31, |
|
|
2025 |
|
2024 |
|
2023 |
|
|
(in TRY thousand) |
|
(in TRY thousand) |
|
(in TRY thousand) |
Turkcell Türkiye Revenue(i) |
|
220,319,476 |
|
199,742,396 |
|
186,257,652 |
Telecommunication Services Revenue |
|
199,161,698 |
|
179,628,578 |
|
162,586,486 |
Equipment Revenue |
|
18,934,975 |
|
17,715,566 |
|
21,230,404 |
Other |
|
2,222,803 |
|
2,398,252 |
|
2,440,762 |
Revenues which are not attributed to ARPU Calculation(ii) |
|
(39,400,551) |
|
(35,642,443) |
|
(38,828,840) |
Turkcell Türkiye revenues included in ARPU calculation(i) |
|
178,696,122 |
|
161,701,701 |
|
144,988,050 |
Mobile Blended ARPU (TRY) (i) |
|
348.0 |
|
320.0 |
|
294.1 |
Average Number of Mobile Subscribers during the year (million) |
|
38.7 |
|
38.4 |
|
37.8 |
Fixed Residential ARPU (TRY) (i) |
|
474.6 |
|
405.8 |
|
359.0 |
Average Number of Fixed Residential Subscribers during the year (million) |
|
3.0 |
|
2.9 |
|
2.7 |
i. Includes restatements as of December 31, 2025 in accordance with IAS 29, for further information please see “—Operating and Financial Review and Prospects—I. Overview of the Turkish Economy—Application of IAS 29” above.
ii. Revenue from fixed corporate and wholesale business, digital business sales, tower business and other non-subscriber-based revenues.
II. International and Other Domestic Operations
In addition to our businesses in Türkiye, we have telecommunications operations in the Turkish Republic of Northern Cyprus and Belarus. On December 29, 2023, a share transfer agreement of our Ukrainian subsidiaries, lifecell, UkrTower and Global LLC, to NJJ Capital, was announced. Therefore, since December 31, 2023, the group has classified the related assets and liabilities as assets held for sale in the consolidated statement of financial position and results of operations as discontinued operations. On September 9, 2024, the Company announced that the transfer of shares, along with all rights and liabilities of the above mentioned companies had been completed.
For a description of, and additional information regarding, our international and other domestic operations, see “Item 4. Information on the Company—B. Business Overview.”
III. Revenues
Revenues include telecommunication services, equipment revenues, revenue from financial services and other revenues. Telecommunication service revenues mainly include voice, data, messaging, digital services and solutions, interconnect, roaming, and wholesale.
123
IV. Operating Costs and Other Operating Expense
a.Cost of Revenues
Cost of revenues includes depreciation and amortization charges, cost of goods sold, payments for the treasury share and universal service fund, interconnection and termination costs mainly paid to Türk Telekom and Vodafone, employee benefit expenses for technical personnel, radio expenses, frequency expenses, energy expenses, internet expenses, transmission expenses, roaming expenses paid to international operators for calls by our subscribers outside Türkiye and cost of revenue from financial services.
b.Administrative Expenses
Administrative expenses consist of employee benefit expenses for non-technical, non-marketing, and non-sales employees, service expenses, consultancy expenses, collection expenses, maintenance and repair expenses, travel and entertainment expenses and other overhead charges.
c.Selling and Marketing Expenses
Selling and marketing expenses consist of advertising, employee benefit expenses of sales and marketing related employees, and other expenses, including sponsorship expenses, communication expenses, travel and entertainment expenses, stamp duty expenses, consultancy and office expenses.
d.Net Impairment Losses on Financial and Contract Assets
Net impairment losses on financial and contract assets consist of expected credit losses recognized mainly for trade receivables, receivables from financial services. The impairment methodology applied depends on whether there has been a significant increase in credit risk. Loss allowances are measured using simplified lifetime expected credit losses (“ECL”) measurement for trade receivables and contract assets and 12 month and lifetime ECL for receivables of Financell.
e.Other Operating Income/Expense, net
Other operating income/(expense), net consists of donation expenses, litigation expenses, restructuring cost, insurance compensation and others.
f.Results of Operations
The following table shows certain items in our consolidated statement of operations as a percentage of revenue:
|
|
Year ended December 31, |
||||
|
|
2025 |
|
2024 |
|
2023 |
|
|
(in TRY millions) |
||||
Results of Operations (% of revenue) |
|
|
|
|
|
|
Revenue |
|
100.0 |
|
100.0 |
|
100.0 |
Cost of revenue |
|
(71.7) |
|
(75.3) |
|
(78.8) |
Gross margin |
|
28.3 |
|
24.7 |
|
21.2 |
Administrative expenses |
|
(4.1) |
|
(4.2) |
|
(3.2) |
Selling and marketing expenses |
|
(7.0) |
|
(6.6) |
|
(5.3) |
Net impairment losses on financial and contract assets |
|
(0.6) |
|
(0.6) |
|
(0.9) |
Other operating income/(expenses), net |
|
(0.7) |
|
(1.4) |
|
(4.4) |
Operating profit |
|
15.9 |
|
11.9 |
|
7.3 |
124
V. Segment Overview
Consistent with the Group’s strategy to provide integrated communications and technology services and to ensure economic integrity, the Group determined its operating segments in accordance with IFRS 8 Operating Segments as “Turkcell Türkiye” and “Techfin.” Although strategic segments provide similar services, they are affected by different economic conditions and geographical locations and they are regularly reviewed by Chief Operating Decision Maker (“CODM”) authority in making decisions regarding the Group’s operations, based on resource allocation and performance. The authority responsible for making decisions related to the Group’s operations is the Board of Directors. However, the Board of Directors may delegate its powers excluding the non-delegable powers stipulated by law to the CEO and other executives. The Board primarily uses Adjusted EBITDA to assess the performance of the operating segments. Adjusted EBITDA definition includes revenue, cost of revenue excluding depreciation and amortization, selling and marketing expenses and administrative expenses.
Adjusted EBITDA is not a financial measure defined by IFRS as a measurement of financial performance and may not be comparable to other similarly titled indicators used by other companies. Reconciliation of Adjusted EBITDA to the consolidated profit for the year is included in the accompanying notes.
The Group had previously divided its main operating segments into three groups: Turkcell Türkiye, Turkcell International, and Techfin. As of March 31, 2025, consistent with the Group’s strategy to provide integrated communications and technology services and to ensure economic integrity, the Group revised its operating segments in accordance with IFRS 8 Operating Segments. The Group’s segments are now “Turkcell Türkiye” and “Techfin” and “Other.” See “—V. Reportable Segments and Reporting Currency.”
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intersegment |
|
|
|
|
||
|
|
Turkcell Türkiye |
|
Techfin |
|
Other |
|
Eliminations |
|
Consolidated |
||||||||||
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
|
(in TRY millions) |
||||||||||||||||||
Total segment revenue |
|
220,319.5 |
|
199,742.4 |
|
13,688.8 |
|
11,300.9 |
|
14,139.7 |
|
10,974.6 |
|
(6,677.1) |
|
(3,857.8) |
|
241,470.8 |
|
218,160.0 |
Inter-segment revenue |
|
(1,146.4) |
|
(1,315.2) |
|
(1,233.8) |
|
(1,068.6) |
|
(4,296.9) |
|
(1,474.1) |
|
6,677.1 |
|
3,857.8 |
|
— |
|
— |
Revenues from external customers |
|
219,173.1 |
|
198,427.2 |
|
12,455.1 |
|
10,232.3 |
|
9,842.7 |
|
9,500.5 |
|
— |
|
— |
|
241,470.8 |
|
218,160.0 |
Adjusted EBITDA* |
|
98,416.5 |
|
86,852.7 |
|
3,383.1 |
|
2,845.9 |
|
2,695.9 |
|
2,111.6 |
|
(478.6) |
|
(444.8) |
|
104,017.0 |
|
91,365.5 |
Net impairment losses on financial and contract assets |
|
(991.6) |
|
(1,068.5) |
|
(332.9) |
|
(260.1) |
|
(104.3) |
|
(8.1) |
|
— |
|
— |
|
(1,428.7) |
|
(1,336.7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intersegment |
|
|
|
|
||
|
|
Turkcell Türkiye |
|
Techfin |
|
Other |
|
Eliminations |
|
Consolidated |
||||||||||
|
|
2024 |
|
2023 |
|
2024 |
|
2023 |
|
2024 |
|
2023 |
|
2024 |
|
2023 |
|
2024 |
|
2023 |
|
|
(in TRY millions) |
||||||||||||||||||
Total segment revenue |
|
199,742.4 |
|
186,257.7 |
|
11,300.9 |
|
8,633.9 |
|
10,974.6 |
|
11,404.2 |
|
(3,857.8) |
|
(3,866.8) |
|
218,160.0 |
|
202,429.0 |
Inter-segment revenue |
|
(1,315.2) |
|
(1,225.6) |
|
(1,068.6) |
|
(784.8) |
|
(1,474.1) |
|
(1,856.4) |
|
3,857.8 |
|
3,866.8 |
|
— |
|
— |
Revenues from external customers |
|
198,427.2 |
|
185,032.1 |
|
10,232.3 |
|
7,849.1 |
|
9,500.5 |
|
9,547.8 |
|
— |
|
— |
|
218,160.0 |
|
202,429.0 |
Adjusted EBITDA* |
|
86,852.7 |
|
78,046.6 |
|
2,845.9 |
|
3,037.9 |
|
2,111.6 |
|
2,269.6 |
|
(444.8) |
|
(434.9) |
|
91,365.5 |
|
82,919.3 |
Net impairment (losses)/gains on financial and contract assets |
|
(1,068.5) |
|
(1,739.4) |
|
(260.1) |
|
(154.9) |
|
(8.1) |
|
(10.9) |
|
— |
|
— |
|
(1,336.7) |
|
(1,905.2) |
* |
For a definition of Adjusted EBITDA please see “Non-IFRS Measures.” |
Turkcell Türkiye
a.2025 compared to 2024
Total revenues generated by the Turkcell Türkiye segment increased by 10.3% to TRY 220,319.5 million in 2025 from TRY 199,742.4 million in 2024, primarily driven by an increase in the number of subscribers and ARPU growth through price adjustments, upsell efforts, as well as an increase in corporate revenues driven by digital business services performance and data center and cloud revenues. Turkcell Türkiye’s total subscriber base reached 43.9 million in 2025, with a net increase of 788 thousand, representing a 1.9% year-on-year growth. Our mobile subscriber base grew by 809 thousand to 39.1 million. We continued to prioritize profitable growth in a highly competitive environment where Mobile Number Portability (MNP) transaction volumes reached a record high of approximately 18 million in 2025.
125
The mobile postpaid subscriber base achieved its highest growth in 26 years, with 2.4 million net additions bringing the postpaid base to 31.5 million in 2025 end. Accordingly, postpaid subscribers account for 80.7% of our mobile segment as of the end of 2025 as compared to 76.0% as of the end of 2024. The growth in postpaid subscribers is one of the key drivers of mobile ARPU growth, as these customers typically generate higher revenue than prepaid subscribers. Concurrently, our prepaid subscriber base decreased to 7.6 million in 2025, from 9.2 million in 2024, primarily driven by an ongoing shift toward postpaid plans as customers prefer fixed-price postpaid packages to mitigate inflationary pressures, as well as the widespread adoption of alternative data solutions (e-SIM).
Turkcell Türkiye’s Adjusted EBITDA increased by 13.3% to TRY 98,416.5 million in 2025 from TRY 86,852.7 million in 2024, mainly due to the increase in revenues resulting from the reasons mentioned above, despite the increase in cost of revenues and operational expenses. Total operating costs (without depreciation, amortization and impairment of fixed assets) increased to TRY 121,903.0 million in 2025, representing an 8.0% increase as compared to 2024. These higher costs were primarily related to increases in selling and marketing expenses driven by 5G-related marketing activities, treasury share payments in line with mobile revenue growth, and radio expenses associated with 5G network preparation, partially offset by the decrease in energy expenses. Please see “—VI. Year ended December 31, 2025 compared to the year ended December 31, 2024—b. Cost of Revenue.”
b.2024 compared to 2023
Total revenues generated by the Turkcell Türkiye segment increased by 7.2% to TRY 199,742.4 million in 2024 from TRY 186,257.7 million in 2023. Turkcell Türkiye’s subscriber base reached 43.1 million in 2024, with a net increase of 578 thousand. We have achieved 3.7 million net subscriber additions over the past three years thanks to our superior infrastructure, a wide range of solutions tailored to customer preferences, and pioneering campaigns designed to simplify our customers’ lives. This success is also attributable to the customer experience we provide and our analytical capabilities.
Mobile postpaid subscriber base experienced substantial growth, reaching 29.1 million with a strong 1.9 million net additions—the highest in 15 years. Accordingly, postpaid subscribers account for 76.0% of our mobile segment as of the end of 2024. The growth in postpaid subscribers is one of the key drivers of mobile ARPU growth, as these customers typically generate higher revenue than prepaid subscribers. Concurrently, our prepaid subscriber base decreased to 9.2 million, primarily driven by the widespread usage of alternative data solutions (e-SIM) and the routine disconnection of inactive prepaid subscribers during the quarter, in line with our churn policy. The competitive environment, which intensified in May and peaked in December, drove the MNP market in Türkiye to unprecedented highs. While our mobile churn rate in the fourth quarter of the year exceeded that of the same period last year, the annual churn rate remained stable at 2% throughout the year thanks to our successful subscriber retention strategy.
Turkcell Türkiye’s Adjusted EBITDA increased by 11.3% to TRY 86,852.7 million in 2024 from TRY 78,046.6 million in 2023, mainly due to the increase in revenues resulting from the reasons mentioned above, despite the increase in cost of revenues and operational expenses. Total operating costs (without depreciation, amortization and impairment of fixed assets) increased to TRY 112,889.7 million in 2024, representing a 4.3% increase as compared to 2023. These higher costs were related to the increases in employee benefit expenses and treasury share. Please see “—VII. Year ended December 31, 2024 compared to the year ended December 31, 2023—b. Cost of Revenue.”
Techfin
a. |
2025 compared to 2024 |
Total revenues generated by the Techfin segment increased by 21.1% to TRY 13,688.8 million in 2025 from TRY 11,300.9 million in 2024, mainly driven by Paycell’s strong increase in revenues, while Financell recorded limited revenue growth due to the prevailing interest rate environment and continuing regulatory limits on loan durations for smartphone installments. Paycell revenues grew 41.0% and Financell revenues grew by 0.5%.
126
Techfin’s Adjusted EBITDA increased by 18.9% to TRY 3,383.1 million in 2025 from TRY 2,845.9 million in 2024, as the strong revenue growth was partially offset by a proportionally higher increase in costs. As a percentage of revenues, Techfin’s Adjusted EBITDA decreased by 0.5 percentage points to 24.7% in 2025 from 25.2% in 2024. This was mainly due to higher mobile payment expenses driven by the demand for POS solutions, with Paycell’s EBITDA margin declining to 34.3% from 43.0%. This impact was partially offset by the improvement in Financell’s EBITDA margin, which expanded to 16.1% from 14.9%, supported by lower funding costs relative to the prior year.
b. |
2024 compared to 2023 |
Total revenues generated by Techfin segment increased by 30.9% to TRY 11,300.9 million in 2024 from TRY 8,633.9 million in 2023 due to the higher loan portfolio of Financell and the continued demand for diversified portfolio of services (mobile payment (Pay Later), Paycell card and payment facilitation (POS) solutions) in 2024 compared to 2023. Paycell revenues grew 25% and Financell revenues grew by 32.8%
Techfin’s Adjusted EBITDA decreased by 6.3% to TRY 2,845.9 million in 2024 from TRY 3,037.9 million in 2023, mainly due to the increase in cost of revenue and operational expenses being higher than the increase in revenues. As a percentage of revenues, Techfin’s Adjusted EBITDA decreased by 10 percentage points to 25.2% in 2024 from 35.2% in 2023. This was mainly due to increases in funding expenses (contributing 8.6%).
Other
a. |
2025 compared to 2024 |
Total revenues generated by the Other segment (excluding intersegment eliminations) increased by 28.8% to TRY 14,139.7 million in 2025 from TRY 10,974.6 million in 2024, as restated primarily driven by higher energy revenues from Turkcell Enerji’s electricity sales to other Group entities, as well as revenue growth at BeST and Kıbrıs Telekom supported by subscriber base expansion and tariff increases. BeST’s subscriber base grew by 6.7% to 1.6 million in 2025 from 1.5 million in 2024, while Kıbrıs Telekom’s subscriber base grew by 16.7% to 0.7 million in 2025 from 0.6 million in 2024.
The Other segment’s Adjusted EBITDA increased by 27.7% to TRY 2,695.9 million in 2025 from TRY 2,111.6 million in 2024, driven by the strong operational performance of both BeST and Kıbrıs Telekom. EBITDA margin remained broadly stable at 19.1%, compared to 19.2% in 2024.
b. |
2024 compared to 2023 |
Total revenues generated by the Other segment (excluding intersegment eliminations), mainly comprised of international telecommunications operations (BeST in Belarus and Kıbrıs Telekom), energy business, non-group call center revenues, decreased by 3.8% to TRY 10,974.6 million in 2024 from TRY 11,404.2 million in 2023, primarily due to lower energy revenues as a result of a reduction in electricity trading activities.
Other segment’s Adjusted EBITDA decreased by 7.0% to TRY 2,111.6 million in 2024 from TRY 2,269.6 million in 2023.
VI. Year ended December 31, 2025 compared to the year ended December 31, 2024
Subscriber discussion
2025 was marked by aggressive competition in the mobile market, with mobile number portability transactions reaching record levels. Despite this environment, we achieved growth in both subscriber numbers and ARPU by maintaining a disciplined and balanced operational approach. As of December 31, 2025, our mobile subscriber base in Türkiye reached 39.1 million, including 31.5 million postpaid subscribers, compared to 38.3 million total and 29.1 million postpaid subscribers at the end of 2024. This represents a net annual increase of 788 thousand mobile subscribers as compared to 578 thousand for 2024. Growth was primarily driven by 2.4 million net additions to the postpaid segment, which constitutes 80.7% of our total mobile base in 2025-end, up from 76.0% in 2024. Prepaid subscribers decreased to 7.6 million. This shift was consistent with our value-focused strategy and reflects customer preference for fixed-price postpaid packages to mitigate inflationary pressures, alongside the increasing adoption of e-SIM technology.
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In the fixed broadband segment, the competitive landscape remained challenging due to delayed pricing adjustments by other internet service providers. Our total fixed subscriber base grew by 53 thousand net additions to reach 3.3 million as of December 31, 2025 as compared to 3.2 million for 2024. This growth was supported by the expansion of our fiber infrastructure and rising demand for high-speed services, with fiber customers increasing to 2.6 million from 2.5 million in 2024.
Internationally, our Belarusian subsidiary, BeST, reported 1.6 million registered mobile subscribers as of December 31, 2025, up from 1.5 million in 2024 rising 6.7% as compared to 2024. In Turkish Republic of Northern Cyprus, Kıbrıs Telekom’s mobile subscriber base reached 0.7 million at the end of 2025, compared to 0.6 million at the close of 2024, rising 16.7% as compared to 2024.
a.Total Revenue
Total consolidated revenues increased 10.7% to TRY 241,470.8 million in 2025 from TRY 218,160.0 million in 2024. This growth was primarily driven by the expanding subscriber base and ARPU growth in Turkcell Türkiye, resulting from postpaid subscriber additions, price adjustments and upsell activities. Additionally, revenue growth was supported by the strong performance of digital business services, specifically the data center and cloud business which grew by 45.0% year-on-year and hardware sales to enterprises, as well as growth in the Techfin business led by Paycell. Paycell delivered 41.0% revenue growth, primarily driven by its POS services, as transaction volumes doubled to reach TRY 88.4 billion.
For discussion of year-on-year comparison for total revenues generated by Turkcell Türkiye, Techfin and Other segments, please refer to “—V. Segment Overview.”
b.Cost of revenue
Cost of revenue, including depreciation and amortization, increased by 5.4% to TRY 173,124.4 million in 2025 from TRY 164,325.7 million in 2024, mainly due to increases in depreciation and amortization, treasury share and universal service fund, employee benefit expenses, cost of goods sold, frequency expenses, cost of revenue from financial services, radio expenses and transmission expenses, partially offset by decreases in energy expenses and interconnection expenses.
Depreciation and amortization charges increased by 2.7% to TRY 63,928.3 million in 2025 from TRY 62,256.4 million in 2024. The amortization expense for computer software and subscriber acquisition costs (SAC) increased to TRY 12,569.0 million and TRY 10,419.9 million in 2025 from TRY 11,194.6 million and TRY 9,765.2 million in 2024. The increase is mainly attributable to new software additions and higher SAC capitalization driven by growth in subscriber base and revenues.
Treasury share and universal service fund paid to the ICTA increased by 10.7% to TRY 24,296.7 million in 2025 from TRY 21,956.0 million in 2024, substantially in line with the growth in mobile revenues which is the base for these payments.
Employee benefit expenses within cost of revenue increased by 2.0% to TRY 20,587.0 million in 2025 from TRY 20,176.6 million in 2024, primarily driven by annual wage adjustments.
Cost of goods sold increased by 7.4% to TRY 17,133.0 million in 2025 from TRY 15,945.8 million in 2024, primarily driven by higher equipment sales volumes, reflecting our focus on enterprise hardware sales.
Frequency expenses increased by 10.3% to TRY 7,854.8 million in 2025 from TRY 7,121.5 million in 2024, in line with the increase in Turkcell’s revenues which constitute the calculation base for frequency fees.
Cost of revenue from financial services increased by 24.8% to TRY 7,350.6 million in 2025 from TRY 5,892.1 million in 2024, mainly due to higher mobile payment expenses reflecting the strong demand for Paycell’s POS solutions, with total POS transaction volume doubling year-on-year to TRY 88.4 billion.
Interconnection and termination fees decreased by 1.9% to TRY 5,766.2 million in 2025 from TRY 5,879.2 million in 2024, primarily driven by limited growth in overall traffic volumes, while the offsetting effect of the increase in national SMS unit prices had a relatively minor impact on total fees.
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Energy costs decreased 12.6% to TRY 5,105.3 million in 2025 from TRY 5,843.3 million in 2024, primarily driven by the impact of Turkish Lira depreciation and savings from solar energy initiatives, which more than offset the rise in energy prices.
Radio costs increased by 47.9% to TRY 4,048.0 million in 2025 from TRY 2,736.6 million in 2024, primarily due to higher network field costs.
Transmission costs increased by 12.3% to TRY 2,830.4 million in 2025 from TRY 2,520.3 million in 2024, mainly due to a rise in price, capacity and exchange rate effects.
Roaming expenses decreased by 2.2% to TRY 1,937.0 million in 2025 from TRY 1,981.2 million in 2024, mainly due to the increased impact of higher foreign exchange rates.
As a result of the factors discussed above, total gross profit margin increased by 3.6 percentage points from 24.7% in 2024 to 28.3% in 2025.
c.Administrative expenses
Administrative expenses increased by 9.8% to TRY 9,948.3 million in 2025 from TRY 9,057.6 million in 2024 with the increase driven mainly by the rise in employee benefits expenses, collection expenses and consultancy expenses.
Employee benefit expenses, the largest component of administrative expenses, increased by 3.4% to TRY 6,755.9 million in 2025 from TRY 6,536.2 million in 2024 primarily driven by annual wage adjustments.
d.Selling and marketing expenses
Selling and marketing expenses increased by 17.8% to TRY 16,880.7 million in 2025 from TRY 14,331.0 million in 2024, mainly due to the increase in marketing and selling expenses, as well as a more limited increase in employee benefit expenses.
Marketing expenses increased by 23.2% to TRY 6,668.6 million in 2025 from TRY 5,410.7 million in 2024 driven by advertising and sponsorship activities including 5G-related marketing expenses. Selling expenses increased by 116.8% to TRY 1,495.7 million in 2025 from TRY 690.0 million in 2024. Employee benefit expenses increased by 3.2% to TRY 7,888.2 million in 2025 from TRY 7,640.5 million in 2024, primarily driven by annual wage adjustments.
e.Net impairment losses on financial and contract assets
Net impairment losses on financial and contract assets increased by 6.9% to TRY 1,428.7 million in 2025 from TRY 1,336.7 million in 2024 in line with the increase in revenue. Net impairment losses on financial and contract assets as a percentage of revenues remained stable at 0.6% for the year ended December 31, 2025 compared to 0.6% for the year ended December 31, 2024.
We booked an impairment provision of TRY 1,174.0 million and TRY 1,080.6 million for trade receivables, contract assets and receivables from financial services as at December 31, 2025 and 2024, respectively.
f.Other operating income/(expenses), net
Other net operating expenses decreased to TRY 1,775.0 million in 2025 from TRY 3,045.2 million in 2024, mainly due to the non-recurrence of the distributor restructuring cost of TRY 1,580.3 million recognized in 2024 in connection with the Group’s reduction of its distributor network from two to one.
g.Operating profit
Operating profit increased by 47.0% to TRY 38,313.6 million in 2025 from TRY 26,063.9 million in 2024. As a percentage of revenues, operating profit increased from 11.9% in 2024 to 15.9% in 2025, primarily due to an increase in total revenues and a more limited increase in cost of revenues.
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h.Net finance income/(costs)
Net finance costs increased to TRY 3,624.2 million in 2025 from TRY 1,043.1 million in 2024.
Finance income increased by 24.0% to TRY 16,841.5 million in 2025 from TRY 13,584.6 million in 2024, primarily due to higher interest income from financial assets, which increased to TRY 4,918.5 million from TRY 1,481.7 million, and income from money market funds, which increased to TRY 3,008.8 million in 2025, and decrease in income from foreign exchange protected deposits, which amounted to TRY 2,233.6 million in 2024.
Finance costs decreased slightly by 1.0% to TRY 22,064.0 million in 2025 from TRY 22,285.6 million in 2024.
Moreover, monetary gain arising from IAS 29 implementation amounted to TRY 1,598.4 million and TRY 7,657.9 million respectively in 2025 and 2024, mainly due to the slowing pace of inflation and increased monetary composition of the company which has an adverse impact on monetary gain.
i.Income tax (expense)/benefit
Income tax expense increased to TRY 13,398.8 million in 2025 from TRY 6,369.3 million in 2024. This was primarily driven by the higher deferred tax expense resulting from the removal of inflationary accounting adjustments in the 2025 statutory financials. This negative impact was partially offset by a deferred tax benefit arising from the revaluation of fixed assets in accordance with Article 298(Ç) of the Turkish Tax Procedure Law. For further information, see “Taxation Issues in the Telecommunications Sector and Other Sectors in which the Company Operates - Revaluation of Depreciable Assets”
j.Share of (loss)/profit of equity accounted investees
Share of loss of equity accounted investees narrowed by 15.5% to TRY 3,499.1 million in 2025, compared to TRY 4,139.7 million in 2024. This improvement was primarily driven by the favorable impact of the revision to the Special Consumption Tax base implemented in 2025 and enhanced operational efficiencies, both of which reduced the losses recognized from the Company’s investment in Togg. Despite this positive trend, Togg’s overall financial performance continued to be impacted by significant research and development expenditures and marketing expenditures.
k.Profit/loss from discontinued operations
In 2025, there were no discontinued operations. The loss from discontinued operations of TRY 187.4 million in 2025 represents the final settlement of the receivable arising from the sale of the Ukrainian subsidiaries in 2024. In 2024, profit from discontinued operations was TRY 16,267.3 million. This consisted of the profit for the period from discontinued operations from January 1 to September 9, 2024 (the closing date) of TRY 4,721.0 million and the gain on disposal of the Ukrainian subsidiaries of TRY 11,546.3 million. See Note 3 of our Consolidated Financial Statements included elsewhere in this annual report.
l.Profit for the year
Profit for the period attributable to owners of the Company decreased to TRY 17,604.0 million in the year ended December 31, 2025 from TRY 30,779.2 million in the year ended December 31, 2024. The year-on-year decline mainly reflects a high base in 2024, driven by TRY 16,267.3 million of income from discontinued operations, comprising a one-off gain on the disposal of the Ukrainian subsidiaries and profit generated through the closing date of September 9, 2024. Profit from continuing operations increased by 22.6% to TRY 17,791.4 million in 2025 from TRY 14,511.9 million in 2024, primarily driven by EBITDA growth, a decreased share of loss from equity accounted investees and a decline in net finance costs excluding monetary gain, partially offset by lower monetary gain and higher income tax expense.
m.Non-controlling interests
Non-controlling interests in the net loss (profit) of our consolidated subsidiaries is classified separately in the Consolidated Financial Statements of operations under “non-controlling interests.” There were no amounts allocated to non-controlling interests for the year ended December 31, 2025, compared to a loss allocated to non-controlling interests of TRY 11.2 million for the year ended December 31, 2024.
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VII. Year ended December 31, 2024 compared to the year ended December 31, 2023
Subscriber discussion
We had 38.3 million mobile subscribers in Türkiye, including 29.1 million mobile postpaid subscribers, as of December 31, 2024, compared to 38.0 million mobile subscribers in Türkiye, with 27.2 million mobile postpaid subscribers, as of December 31, 2023. During 2024, we recorded a net increase of 303 thousand mobile subscribers. This was mainly driven by 1.9 million net additions to the postpaid subscriber base, which reached 76% of total mobile subscribers. We had 1.6 million net losses in prepaid subscribers as of December 31, 2024, which was due mainly to widespread usage of alternative data solutions (e-SIM) and the disconnection of 326 thousand inactive prepaid subscribers during the last quarter of the year in line with our churn policy.
In the fixed segment, our subscriber base reached 3.2 million for the year ended December 31, 2024, of which 2.5 million were fiber customers, compared to 3.1 fixed broadband subscribers, which 2.3 million were fiber customers, for the year ended December 31, 2023. The net additions in fiber of customers, were supported by our accelerated fiber infrastructure investments and the continued demand for high-speed and high-quality household broadband connections.
In Belarus, we had 1.5 million registered mobile subscribers as of December 31, 2024 inline with December 31, 2023. Three-month active subscribers were at 1.2 million as of December 31, 2024, unchanged from December 31, 2023.
Kıbrıs Telecom mobile subscribers were stable at 0.6 million as of December 31, 2024, as compared to December 31, 2023.
a.Total Revenue
Total consolidated revenues increased 7.8% to TRY 218,160.0 million in 2024 from TRY 202,429.0 million in 2023. This growth was mainly attributable to the expanding customer base of Turkcell Türkiye, driven by the postpaid subscriber base, and price adjustments. Additionally, revenue growth was supported by our techfin business and digital services.
For discussion of year-on-year comparison for total revenues generated by Turkcell Türkiye, Turkcell International, Techfin and Other segments, please refer to “—V. Segment Overview.”
b.Cost of revenue
Cost of revenue, including depreciation and amortization, increased by 3.0% to TRY 164,325.6 million in 2024 from TRY 159,533.8 million in 2023, mainly due to the increase in treasury share expenses and universal service fund, employee benefit expenses, radio expenses, frequency expenses, depreciation and amortization and cost of revenue from financial services, partially offset by decreases in interconnection expenses and energy expenses. As a percentage of revenues, cost of revenues decreased by 3.5 percentage points to 75.3% in 2024 from 78.8% in 2023. This was mainly due to decreases in depreciation and amortization (contributing 0.7%), cost of goods sold (contributing 2.7%), interconnection and termination expense (contributing 1.0%), and energy expense (contributing 0.8%), despite an increase in employee benefit expense (contributing 1.4%).
Depreciation and amortization charges (including impairment charges) increased by 5.3% to TRY 62,256.4 million in 2024 from TRY 59,149.1 million in 2023. The depreciation expense for our network infrastructure increased to TRY 22,389.6 million in 2024 from TRY 17,161.5 million in 2023. Even though there was an increase in depreciation expense for our network infrastructure due to new network investments, this increase was lower than the yearly inflation. The amortization expense for our computer software and subscriber acquisition costs (SAC) increased to TRY 11,194.6 million and TRY 9,765.2 million in 2024 from TRY 12,143.4 million and TRY 12,061.5 million in 2023. The increase is mainly attributable to new software additions and higher capitalization of SAC in accordance with IFRS15.
Cost of goods sold decreased 21.1% to TRY 15,945.8 million in 2024 from TRY 20,211.9 million in 2023, mainly due to the decreased volume in equipment sales, partially due to our focus on sales through our digital platforms.
Treasury share and universal service fund over our mobile revenues paid to the ICTA increased by 10.3% to TRY 21,956.0 million in 2024 from TRY 19,904.7 million in 2023, mainly due to an increase in mobile revenues which is the base of treasury share and universal service fund.
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Employee benefit expenses increased by 26.4% to TRY 20,176.6 million in 2024 from TRY 15,964.3 million in 2023, mainly due to the biannual salary increases applied in January and July 2024.
Interconnection and termination fees decreased by 21.4% to TRY 5,879.2 million in 2024 from TRY 7,475.2 million in 2023, mainly due to decreasing mobile termination rates in Türkiye.
Energy cost decreased by 15.9% to TRY 5,843.3 million in 2024 from TRY 6,948.7 million in 2023, mainly due to the inflation effect.
Frequency expenses increased by 10.3% to TRY 7,121.5 million in 2024 from TRY 6,472.1 million in 2023. The frequency fees are paid at 5% of the net revenues of Turkcell İletişim Hizmetleri and the increased frequency expenses were in line with the increase in Turkcell’s revenues.
Cost of revenue from financial services increased by 68.5% to TRY 5,892.1 million in 2024 from TRY 3,497.9 million in 2023, mainly due to rise in the loans portfolio of Financell and Paycell’s increased transaction volume across all services along with rising interest rates.
Radio cost increased by 5.8% to TRY 2,736.6 million in 2024 from TRY 2,586.8 million in 2023, primarily due to increased roll out.
Transmission costs decreased by 9.0% to TRY 2,520.3 million in 2024 from TRY 2,769.2 million in 2023 primarily due to price increases remaining below annual inflation, despite increased capacity and adverse exchange rate effects.
Roaming expenses decreased 7.6% to TRY 1,981.2 million in 2024 from TRY 2,144.6 million in 2023, mainly due to the rise in travel and the increased impact of higher foreign exchange rates.
As a result, total gross profit margin increased 3.5% from 21.2% in 2023 to 24.7% in 2024.
c.Administrative expenses
Administrative expenses increased 39.8% to TRY 9,057.6 million in 2024 from TRY 6,481.1 million in 2023, mainly due to higher employee benefit expenses. Employee benefit expenses rose by 41.4% to TRY 6,536.2 million in 2024 from TRY 4,621.3 million in 2023, mainly due to biannual salary increases implemented in January and July 2024. As a percentage of revenues, administrative expenses increased to 4.2% for the year ended December 31, 2024 from 3.2% for the year ended December 31, 2023.
d.Selling and marketing expenses
Selling and marketing expenses increased by 33.5% to TRY 14,331.0 million in 2024 from TRY 10,738.5 million in 2023, mainly due to the increase in marketing expenses and employee benefit expenses, partially offset by a decrease in selling expenses. As a percentage of revenues, selling and marketing expenses increased to 6.6% for the year ended December 31, 2024 compared to 5.3% for the year ended December 31, 2023. This was driven mainly by the rise in employee benefits expenses (contributing 0.6%). Employee benefit expenses increased 28.8% to TRY 7,640.5 million in 2024 from TRY 5,933.1 million in 2023, due to the biannual salary increases applied in January and July 2024.
e.Net impairment losses on financial and contract assets
Net impairment losses on financial and contract assets decreased by 29.8% to TRY 1,336.7 million in 2024 from TRY 1,905.2 million in 2023. Net impairment losses on financial and contract assets as a percentage of revenues were 0.6% for the year ended December 31, 2024 as compared to 0.9% for the year ended December 31, 2023.
We booked an impairment provision of TRY 1,080.6 million and TRY 1,427.9 million for contract assets, other assets and receivables from financial services as at December 31, 2024 and 2023, respectively.
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f.Other operating income/(expenses), net
Other net operating expenses income decreased to TRY 3,045.2 million in 2024 from TRY 9,006.0 million in 2023, mainly due to the donation in 2023 for the Southeastern Türkiye Earthquakes and other litigation expenses. However, the decrease in other net operating income was partially offset by a rise in insurance compensation income and income from equipment donations.
g.Operating profit
Operating profit increased by 76.5% to TRY 26,063.9 million in 2024 from TRY 14,764.2 million in 2023. As a percentage of revenues, operating profit increased from 7.3% in 2023 to 11.9% in 2024, primarily due to an increase in total revenues and a more limited increase in cost of revenues.
h.Net finance income/(costs)
Net finance costs decreased to TRY 1,043.1 million in 2024 from TRY 6,521.8 million in 2023.
Finance income decreased by 43.2% to TRY 13,584.6 million in 2024, as compared to TRY 23,931.9 million in 2023, mainly due to decrease in income from financial assets carried at fair value and decrease in the cash flow hedges- reclassified to profit or loss.
Finance costs decreased by 40.8% to TRY 22,285.6 million in 2024 from TRY 37,666.9 million in 2023, mainly due to the decrease in net foreign exchange losses. Net foreign exchange losses decreased to TRY 4,912.9 million in 2024 from TRY 26,488.3 million in 2023.
Moreover, monetary gain (loss) arising from IAS 29 implementation amounted to TRY 7,657.9 million and TRY 7,213.2 million respectively in 2024 and 2023 years. The decrease in monetary gain was due to the net monetary position change.
i.Income tax (expense)/benefit
Income tax shifted from income of TRY 8,836.5 million in 2023 to an expense of TRY 6,369.3 million in 2024, primarily due to the one-off deferred tax income recognized in 2023 following the initial implementation of inflation accounting in accordance with the amendments to the Tax Procedure Law and Corporate Tax Law, to the statutory financial statements as of December 31, 2023 (which adjusted the tax bases for the effects of inflation). Accordingly, a net deferred tax asset was recognized for the impact of inflation adjustment on the tax bases of non-monetary items as of December 31, 2023. This recognition continued to be applied in 2024. Additionally, the increase in corporate tax expense was primarily driven by the Company’s statutory financial statements reflecting a tax-paying position in 2024.
j.Share of (loss)/profit of equity accounted investees
Share of profit/(loss) of equity accounted investees decreased from a profit of from TRY 2,882.3 million in 2023 to a loss of TRY 4,139.7 million in 2024, mainly due to increased losses from TOGG, primarily driven by higher cost of sales, R&D and marketing expenses.
k.Profit from discontinued operations
Profit from discontinued operations increased from TRY 3,722.3 million in 2023 to TRY 16,267.3 million in 2024. This increase was mainly due to the gain on the sale of Ukrainian assets, which amounted to TRY 11,546.3 million, with the remaining portion corresponding to the profit for the year from discontinued operations, which amounted to TRY 4,721.0. See Note 3 of our Consolidated Financial Statements included elsewhere in this annual report.
l.Profit for the period
Profit for the period attributable to owners of the Company increased to TRY 30,779.2 million in the year ended December 31, 2024 from TRY 23,683.5 million in the year ended December 31, 2023 in addition to the gain on the sale of Ukrainian assets, higher operating profit and lower net finance costs enabled a higher net income as compared to the same period of last year.
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m.Non-controlling interests
Non-controlling interests in the net loss (profit) of our consolidated subsidiaries is classified separately in the Consolidated Financial Statements of operations under “non-controlling interests.” Loss allocated to non-controlling interests amounted to TRY 11.2 million for the year ended December 31, 2024, compared to a loss allocated non-controlling interests amounted to TRY 41.1 million for 2023.
VIII. Effects of Inflation
According to TurkStat, the annual consumer price inflation in Türkiye exhibited volatility throughout 2025, ultimately decreasing to 30.89% by year-end from 44.38% in 2024. This trend was influenced by various factors, including wage adjustments, fiscal measures, political tensions, and supply-side pressures in the agricultural sector. The year-end inflation converged with the targets outlined in the Government’s latest Medium-Term Program and CBRT expectations survey. Despite the deceleration in inflation, the USD/TRY exchange rate increased from 35.22 at year-end 2024 to 42.86 at year-end 2025.
As of February 2026, headline inflation was at 31.5%. While the CBRT projects a year-end inflation rate of 16.0% for 2026, the March 2026 CBRT Survey of Market Participants indicates a higher market expectation of 25.38%. While recent policy decisions by various national governments and the U.S.-Israel-Iran war may amplify global inflation risks, Türkiye’s expansionary fiscal policy and political uncertainties are heightening the risk of high domestic inflation.
For a comprehensive discussion on the application of IAS 29 (Financial Reporting in Hyperinflationary Economies) to our financial statements, please refer to “—Operating and Financial Review and Prospects—I. Overview of the Turkish Economy—Application of IAS 29.”
In 2025, the Company remained committed to a rational pricing strategy to mitigate the adverse effects of the macroeconomic environment, particularly persistent inflation, on its financial performance. We implemented two strategic price adjustments during the year, which allowed us to maintain a dynamic competitive position and support ARPU growth.
For further details on our pricing strategy in the context of inflation and the potential impacts of continued inflation, see “Item 4. Information on the Company—B. Business Overview—IV. Tariffs” and “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business.”
For further details on impact of deferred tax impact of removal of inflationary accounting on statutory accounts, see “Item 5. Operating and Financial Review and Prospects—5A. Operating Results—VI. Year ended December 31, 2025 compared to the year ended December 31, 2024 - i.Income tax (expense)/benefit.”
IX. Foreign Currency Fluctuations
We conduct our business in several currencies other than functional currencies of each of our locations. As a result of our exposure to foreign currency, exchange rate fluctuations have a significant impact, in the form of both translation and transaction risks, on our Consolidated Financial Statements.
Our foreign currency risk management policy is focused on hedging foreign currency exposure arising from non-TRY denominated liabilities and purchase commitments. Exchange rate fluctuations affect assets and liabilities denominated in foreign currencies, primarily through our exposure related to debt obligations and capital expenditures. We hold some of our cash portfolio in foreign currency to manage our non-TRY denominated liabilities in Türkiye. To manage this risk, we utilize natural hedging by maintaining a portion of our cash in foreign currency. Additionally, we manage exchange rate and interest rate risks by executing derivative transactions, such as NDFs, swaps, and IRS, across various maturities. We are increasing the diversification of financial products to protect our foreign currency assets against currency fluctuations and enhance returns from these foreign assets.
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Although the variety of available instruments and market liquidity have decreased while costs have risen, the foreign exchange risks resulting from our USD, EUR, and CNY-denominated purchases and borrowings remain at manageable levels, supported by existing market mechanisms that enable effective hedging. While we are currently able to hedge our principal TRY exposure to the USD, EUR and CNY on commercially reasonable terms, no assurance can be given that we will continue to be able to do so under all circumstances. This is particularly true given the ongoing volatility in global markets, which has had, and is likely to continue to have, a material impact on financial stability and may lead to a significant increase in our financing costs. We aim to maintain the proportion of on-balance sheet transactions while maintaining the “natural hedge” structure in order to reduce the costs associated with exchange rate and interest rate risks. In Türkiye, regulatory measures are sometimes introduced to derivative markets in order to control foreign exchange markets. Potential regulations may increase Turkcell’s hedging costs.
See “Item 11. Quantitative and Qualitative Disclosures About Market Risk.”
X. Interest Rates Hedging
We continually monitor and examine financing opportunities to improve our financial flexibility and performance. Depending on the availability in both domestic and international debt and capital markets, we monitor new financing alternatives on an ongoing basis for contingency purposes as well as to fund potential new investments. Policy makers have implemented various regulations regarding the utilization of loans and the usage of derivatives. As a result, the variety of interest rate hedging tools decreased sharply in the market. We are exposed to interest rate risk, since part of our debt portfolio is dependent on floating rates. Uncertainty over the economic policy stance of the U.S. Federal Reserve Chair, the U.S.-Israel-Iran war, the high external debt levels of the United States in 2026, potential overvaluation of technology companies, interest rate increases in Japan, volatile movements in U.S. and Japanese bond curves and geopolitical tensions may contribute to volatility in interest rate markets and could increase hedging costs.
XI.New Accounting Standards Issued
See Note 2 of our Consolidated Financial Statements included elsewhere in this annual report.
5.B Liquidity and Capital Resources
a.Net Cash Flows
We require significant liquidity to finance capital expenditures for the expansion and improvement of our mobile and fiber communications network, including the maintenance of existing infrastructure and investments in 5G infrastructure, for working capital needs, investments in data centers and renewable energy, and the servicing of our debt obligations and 5G license payments. Below is a summary of our consolidated cash flows for the years ended December 31, 2025, 2024 and 2023:
|
|
2025 |
|
2024 |
|
2023 |
|
|
(in TRY millions) |
||||
Net cash inflow from operating activities |
|
96,619.6 |
|
82,798.7 |
|
78,845.6 |
Net cash outflow from investing activities |
|
(74,938.6) |
|
(48,561.2) |
|
(39,507.9) |
Net cash inflow/(outflow) from financing activities |
|
(1,531.0) |
|
(12,806.8) |
|
12,792.7 |
Net increase in cash and cash equivalents |
|
20,150.0 |
|
21,430.7 |
|
52,130.4 |
Effects of exchange rate changes and inflation adjustments on cash and cash equivalents |
|
(18,245.1) |
|
(33,286.5) |
|
(31,186.3) |
We consider the subtotal comprising profit for the period after non-cash items, as presented in the consolidated statement of cash flows, in order to analyze the increase in cash inflow from operating activities, which increased to TRY 128,097.2 million in 2025, from TRY 108,424.8 million in 2024. Furthermore, the increase in working capital (mainly due to changes in trade receivables, other current assets, trade and other payables, and receivables from financial operations) as well as the increase in income tax paid (to TRY 9,026.0 million in 2025 from TRY 2,816.1 million in 2024) resulted in a 16.7% increase in net cash provided by our operating activities. As a result, net cash provided by our operating activities was TRY 96,619.6 million in 2025 and TRY 82,798.7 million in 2024. For more information, see the Consolidated Statement of Cash Flows to our Consolidated Financial Statements for the year ended December 31, 2025 included elsewhere in this annual report.
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Net cash outflow from investing activities increased to TRY 74.938,6 million in 2025, from TRY 48,561.2 million in 2024. This change was mainly due to cash outflows from purchase of shares or borrowing instruments of other enterprises or funds, which increased to TRY 108,053.2 million in 2025 from TRY 78,769.2 million in 2024, and acquisition of property, plant and equipment and intangible assets, which increased to TRY 71,776.3 million in 2025 from TRY 66,663.2 million in 2024, a decrease by cash inflow from the proceeds of the disposal of the Ukrainian subsidiaries which amounted to TRY 17,957.6 million in 2024 to TRY 528.0 million in 2025.
Net cash outflow from financing activities decreased to TRY 1.531,0 million in 2025, from TRY 12,806.8 million in 2024. This change was mainly due to net cash inflow from proceeds of loans, borrowings and bonds that was more than offset by cash outflow in proceeds from issues of loans and borrowings.
Effects of exchange rate changes on cash and cash equivalents and inflation adjustment mainly comprises of adjustments in order to reflect the impact of the inflation effect and translation differences on cash and cash equivalents, which decreased to TRY 18.245,1 in 2025 from TRY 33,286.5 in 2024.
b.Sources of Liquidity
Turkcell relies on its cash from operations to provide funding for its operations, complemented by a diverse range of financial instruments to ensure liquidity. In addition to cash generated internally, the company utilizes bank financing from both local and international institutions, as well as engaging in capital markets issuance. These strategies have enabled Turkcell to maintain a robust financial position while pursuing its growth objectives. As of December 31, 2025, our total debt was TRY 158,649.1 million (including TRY 15,484.3 million of lease obligations). We believe we maintain a strong liquidity position with cash and cash equivalents of TRY 91,828.3 million as of December 31, 2025. This position fully covers our 5G tender payment obligations as well as our debt service (including interest) for the next twelve months, excluding the consumer finance unit. Excluding 5G tender payments, our cash position is sufficient to cover our debt service through approximately year-end 2029. Beyond that, we currently have debt repayments (including interest) amounting to approximately USD 1.8 billion scheduled until 2036, covering multiple years.
In the year ended December 31, 2025, our net debt position slightly increased to TRY 14.9 billion from TRY 14.0 billion as of year ended December 31, 2024. Consequently, the net debt to Adjusted EBITDA ratio decreased to 0.14x from 0.15x over the same period. These levels are well below our 1.0x threshold of net debt to EBITDA. We have achieved this position despite continued investments in our network, with our operational capital expenditure (excluding licenses) to sales ratio of 22.6% in the year ended December 31, 2025.
As described in more detail below, our borrowings consist of bilateral loans from local and international financial institutions, Murabaha facilities, ECA-backed financings,144A/ Regulation S sustainable and conventional Eurobonds sold to qualified investors in the international markets and finance lease obligations with either fixed or floating interest rates. A significant portion of our borrowings is utilized to finance our capital expenditures, acquisition of GSM licenses and consolidated subsidiaries’ financing needs. Our loans are denominated in several currencies including U.S. Dollar, CNY, EUR, or TRY. The floating interest rates vary from SOFR+0.6% to SOFR+2.2% and from EURIBOR+0.7% to EURIBOR+4.0% for the loans denominated in U.S. Dollars and EUR, respectively. The fixed interest rates vary from (i) 1.5% to 7.7% for the loans denominated in U.S. Dollars, (ii) 3.6% to 3.95% for the loans denominated in EUR, (iii) 36.2% to 45.5% denominated in TRY, and (iv) 4.0% to 5.5% for the loans denominated in CNY. Our borrowings are payable over the period spanning from 2026 to 2037.
The ratio of our debt to equity was 61.2% as of December 31, 2025 compared to 55.8% as of December 31, 2024. We have been able to maintain our leverage at a satisfactory level and in line with our targets. For more information, See Note 28 to our Consolidated Financial Statements included elsewhere in this annual report.
Financing agreements of Turkcell
In October 2015, Turkcell issued a Eurobond with an aggregate principal amount of USD 500 million featuring a 10-year maturity and a coupon rate of 5.75% (based on a 5.95% reoffer yield). This Eurobond was fully redeemed at its maturity on October 15, 2025, in accordance with its terms. On April 11, 2018 we issued a Eurobond with an aggregate principal amount of USD 500 million with a fixed coupon rate of 5.80% per annum (based on a 6.10% reoffer yield) and 10 years maturity with a redemption date of April 11, 2028. The notes are listed on the official list of the Irish Stock Exchange Euronext Dublin.
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The Company signed a sustainability-linked loan agreement with BNP Paribas Fortis SA/NV, originally entered into on May 10, 2019 and subsequently amended on December 24, 2021. Under the amended terms, the facility amount was increased to EUR 70 million from the original amount of EUR 50 million and the maturity was extended to December 2026. The applicable total cost varies between EURIBOR +2.125% and 2.325%, contingent upon the achievement of specific environmental sustainability targets. These KPIs include the share of renewable energy in total electricity consumption, the volume of internal renewable energy production, and the annual collection of electronic waste.
On August 7, 2020, we signed a loan package of EUR 500 million with CDB which can be utilized in both EUR and RMB terms for financing Turkcell Group’s infrastructure investments in the next three years. The respective loan has a maturity of eight years and a grace period of three years. The loan will be repaid in the following five years after the three-year grace period (availability period). The annual interest rate is EURIBOR+2.29% for the EUR denominated portion and 5.15% fixed for the RMB denominated portion. The loan agreement comprises two tranches, each EUR 250 million. The first tranche has been fully utilized in November 2022. Although the availability period for the second tranche was extended until March 31, 2024, it expired without being utilized. The loans will be repaid until August 2028.
On January 24, 2025, we issued Eurobonds with an aggregate principal amount of USD 1 billion in two tranches, comprising a USD 500 million conventional tranche with a fixed coupon rate of 7.45% per annum and a five-year maturity with a redemption date of January 24, 2030, and a USD 500 million sustainable tranche with a fixed coupon rate of 7.65% per annum and a seven-year maturity with a redemption date of January 24, 2032. The notes have since been listed on the official list of Euronext Dublin.
On September 23, 2024, Turkcell signed a EUR 50 million green loan agreement with Development Investment Bank of Türkiye and utilized EUR 31.5 million of the loan on September 24, 2024 and subsequently utilized the remaining EUR 18.5 million on February 5, 2025 at an interest rate of six-month Euribor +2%.
On May 12, 2025, Turkcell signed a USD 150 million Murabaha financing agreement with Dubai Islamic Bank, which was fully utilized on May 13, 2025.
As of December 31, 2025, we had EUR 27.6 million and RMB 1.3 billion in total committed lines as follows:
| ● | On July 25, 2024, we signed a EUR 93.9 million, 12-year semi-annual amortizing export finance facility funded by HSBC Bank Middle East Limited and covered by Exportkreditnämnden (EKN) of Sweden in order to finance our procurement from a global vendor between 2024-2027. The loan agreement comprises three tranches, each with a tenor of 12 years. The last tranche can be utilized until May 2027 and each tranche is to be repaid in semi-annual installments. The total annual cost of the loan is 2.17% including all other annual and upfront fees. We have utilized EUR 66.2 million facility under this agreement by fully utilizing the first and second tranche on July 31, 2024 and March 28, 2025, with EUR 27.6 million remaining under this facility agreement as of December 31, 2025. |
| ● | We signed a loan agreement for RMB 1,230 million with the China Development Bank on September 30, 2024, under the insurance of China Export & Credit Insurance Corporation. As of December 31, 2025, we have utilized RMB 1.1 billion under this agreement. We signed a loan agreement for RMB 1,230 million with the China Development Bank on March 27, 2025 at an interest margin of 4.01% under the insurance of China Export & Credit Insurance Corporation. As of December 31, 2025, we have no utilization under this agreement. |
Various issuances have been carried out within the current Capital Markets Board (CMB) limit ceiling. As of December 31, 2025, the amount of financing bonds in circulation was TRY 750 million.
On March 23, 2026, we signed a USD 1 billion syndicated Murabaha facility with a consortium of 14 international banks, led by HSBC Bank Middle East Limited. The facility has a seven-year door-to-door maturity with an annual profit rate of three-month SOFR plus 1.95%, representing an all-in cost of three-month SOFR plus 2.14% per annum.
Financing agreements of Turkcell Superonline
On December 15, 2025, Turkcell Superonline signed a USD 100 million Murabaha financing agreement with Dubai Islamic Bank maturing in seven years on a door-to-door basis, which was fully utilized on December 18, 2025.
137
In addition, Turkcell Superonline received CMB approval for the issuance on August 7, 2025 of lease certificates (sukuk) in the amount of TRY 3 billion, with maturities up to 12 months, to be issued in one or more tranches in the domestic Turkish market, without a public offering, by way of a private placement and/or to institutional investors. As of December 31, 2025, TRY 500 million of the lease certificates were outstanding.
Financing agreements of Financell
Financell mainly relies on bilateral loans from local and international banks. If the bank borrowings are in hard currencies, they are immediately swapped into TRY liabilities in order to avoid FX risk. Whenever Financell borrowed in hard currencies in the past three years, it executed cross currency swap transactions that matched the full cash flow of the relevant loan during its maturity. The remainder of the borrowings are local currency loans from Turkish banks and local capital markets. As of December 31, 2025, Financell had a loan portfolio of TRY 5.4 billion and EUR 39 million. In addition, Financell received the approval of the Capital Markets Board on August 7, 2025, for the issuance of commodity trading-based lease certificates (sukuk) in an aggregate nominal amount of up to TRY 2.5 billion through an asset leasing company established in Türkiye. The lease certificates are denominated in Turkish Lira and may be issued in one or more tranches, with maturities of up to 12 months, in the domestic Turkish market, without a public offering, by way of a private placement and/or to institutional investors. As of December 31, 2025, there was an outstanding lease certificate issuance of TRY 420 million.
Financing agreements of other subsidiaries
Certain of our subsidiaries engage in borrowing transactions to support their operations, including various loan facilities and debt instruments, including the following:
| ● | Turkcell Ödeme: On July 23, 2025,Turkcell Ödeme received CMB approval for the issuance of lease certificates up to TRY 2 billion. These certificates, with maturities up to 12 months, are issued in the domestic market via private placement or sales to institutional investors. As of December 31, 2025, the outstanding lease certificate issuance amounted to TRY 650 million. |
| ● | TDC: On May 16, 2025, TDC signed a EUR 100 million Murabaha financing agreement with Emirates NBD to fund data center investments. The facility was fully utilized on May 26, 2025. |
| ● | Turkcell Satış: As of December 2025, Turkcell Satış held TRY 435 million short term Turkish Lira loans obtained from local banks. |
c.Uses of Liquidity
Our cash outflows through 2025 primarily included dividend payments, quarterly corporate tax payments, capital expenditures, debt service, and our working capital needs.
Our capital expenditure for property, plant, equipment and intangible assets primarily relates to network infrastructure, computer software, telecommunication licenses, subscriber acquisition costs and purchasing land, buildings and equipment. In 2025, capital expenditures were focused on new infrastructure roll out for mobile infrastructure, the expansion of fixed broadband footprint, investments in energy self-sufficiency and data center expansion. These expenditures were funded through a combination of operating cash flows and strategic external financing, maintaining a conservative Net Debt to Adjusted EBITDA ratio of 0.14x as of December 31, 2025. Further information on capital expenditure is included in Notes 12, 13 and 16 to the Consolidated Financial Statements included elsewhere in this annual report. We expect that our total operational capital expenditures, which we define as total capital expenditures excluding license fees, spectrum-related costs, and non-operational items such as those related to IFRS 15 and IFRS 16, as a percentage of revenues in 2026 will be approximately 25%, reflecting continued 5G deployment and investments in strategic areas like data center and renewables.
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We believe our existing liquidity, including working capital and available credit facilities, is sufficient to meet our current operational requirements and debt service obligations. While we expect to generate adequate cash flows from our services, significant outflows are anticipated in 2026 for 5G license payment, 5G network rollout, further data center capacity increases, and potential dividend payments. Although macroeconomic volatility in Türkiye persists, we expect currency risk to remain manageable if inflation targets and exchange rate trends align with recent forecasts. However, continued high-scale investments and spectrum-related obligations may lead to increased borrowing needs and impact our net cash used in financing activities. We continue to assess potential financing alternatives for the funding of these payments and closely monitor developments in both the capital markets and the loan markets. These pressures have reduced, and may continue to reduce, our liquidity and may lead to an increase in borrowing needs and net cash used by financing activities. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business—Changes in the regulatory environment in the sectors in which we operate could adversely affect our business and financial condition.”
The forward-looking statements made here regarding our liquidity and any other financial results are not a guarantee of performance. They are subject to risks and uncertainties that could cause future activities and results of operations to be different from those set forth in this annual report.
Important factors that may adversely affect our projections include general economic and geopolitical conditions, in particular inflation and foreign currency exchange rates, changes in the competitive environment, legal risks, developments in the domestic and international capital markets, increased investments, changes in telecommunications regulations and mismatches between the currencies in which we generate revenue and hold liquid assets and the currencies in which we incur liquid obligations and debt. See “Item 3. Key Information—D. Risk Factors” for a discussion of these and other factors that may affect our projections.
Off-Balance Sheet Arrangements
Off-balance sheet arrangements refer to any transaction, agreement, or other contractual arrangement involving an unconsolidated entity (other than contingent liabilities arising from litigation, arbitration or regulatory action) under which a company has (i) provided guarantee contracts; (ii) retained or contingent interests in transferred assets; (iii) any obligation under derivative instruments classified as equity; or (iv) any obligation arising out of material variable interests in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to the company, or that engages in leasing, hedging, or research and development arrangements with the company.
Contingent Liabilities
The following table illustrates our major contingent liabilities as of December 31, 2025.
|
|
|
|
Amount of contingent liability expiration per period— |
||||||||||
|
|
|
|
Remaining commitment |
||||||||||
|
|
Total |
|
At |
|
|
|
|
|
|
|
|
|
|
|
|
amount |
|
December 31, |
|
|
|
Less than |
|
1‑3 |
|
3‑5 |
|
Over |
|
|
committed |
|
2025 |
|
Indefinite* |
|
one year |
|
years |
|
years |
|
5 years |
|
|
(in TRY millions) |
||||||||||||
Bank Letters of Guarantee |
|
42,215.1 |
|
42,215.1 |
|
15,017.8 |
|
3,301.6 |
|
2,290.8 |
|
16,489.0 |
|
5,115.9 |
* |
Bank letters of guarantee are not given for a specific period. Most of the guarantees will remain as long as the business relationship with the counterparty continues. |
As of December 31, 2025, we have contingent liabilities in respect of bank letters of guarantee obtained from banks and given to the ICTA, custom authorities, private companies, financial guarantees provided to subsidiaries and other public organizations amounting to TRY 42,215 million. We also provided guarantees to distributors amounting to TRY 2,541 million.
139
Contractual Obligations
For a discussion of our major contractual and commercial obligations and commitments as of December 31, 2025, see Note 36 to our Consolidated Financial Statements included elsewhere in this annual report.
|
|
Amount of Commitment |
||||||||
|
|
|
|
Less than |
|
1‑3 |
|
3‑5 |
|
After |
Other Commercial Commitments |
|
Total |
|
1 year |
|
years |
|
years |
|
5 years |
|
|
(in TRY millions) |
||||||||
Purchase obligations |
|
15,399.3 |
|
4,144.9 |
|
7,508.3 |
|
3,741.1 |
|
5.0 |
Capital Expenditure |
|
10,354.6 |
|
1,143.3 |
|
5,847.4 |
|
3,362.9 |
|
— |
On December 31, 2025, outstanding purchase commitments with respect to property, plant and equipment, inventory, advertising and sponsorship amounted to TRY 15,399.3 million (December 31, 2024: TRY 5,602.2 million). Of this, TRY 10,354.6 million consisted of capital expenditure related to the acquisition of property, plant and equipment.
d. |
Capital Transactions |
In 2025, in accordance with the Board of Directors’ share buyback decisions on 27 July 2016 and 30 January 2017, and later, within the Company’s buyback program, the Company purchased a total of 2,662,240 shares at a average price level of between TRY 87.99 and TRY 95.58. In 2024 the Company purchased a total of 3,001,398 shares at a average price level of between TRY 98.05 and TRY 99.87. Treasury shares are recognized by deducting from equity. The amounts are historical amounts that have not been indexed for the purpose of this disclosure. Please See “Item 10. Additional Information—B. Memorandum and Articles of Association—III. Capital Structure” and “Item 16.E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers.”
e. |
Dividend Payments |
On May 2, 2024, the Company’s General Assembly approved a dividend of TRY 6,277.0 million from the 2023 net distributable profit. This represented a gross cash dividend of TRY 2.853181 per share, which was paid on December 5, 2024.
On May 15, 2025, the General Assembly approved a gross dividend of TRY 8,000.0 million from the 2024 net distributable profit. This represented a gross cash dividend of TRY 3.6363636 per share, paid in two equal installments on June 20, 2025 and December 26, 2025.
Most recently, on March 17, 2026, the Board of Directors proposed a gross cash dividend of TRY 8,800.0 million from the 2025 net distributable profit. This represents TRY 4.00 per share with a nominal value of TRY 1.00. This proposal is subject to approval at the Annual General Meeting scheduled for May 7, 2026, with the distribution planned for December 9, 2026.
The data provided in this section are not restated for IAS 29. For additional details regarding our dividend policy, see “Item 8 Financial Information—A. Consolidated Statements and Other Financial Information—II. Dividend Policy.”
5.C Research and Development, Patents and Licenses, etc.
Turkcell aims to remain at the forefront of technological advancements with ongoing investments in technologies such as AI, cybersecurity, cloud, network technologies. By leveraging its extensive R&D capabilities, Turkcell is committed to developing innovative solutions that will support the digital infrastructure of tomorrow, technological competence and be ready for the quick pace of advancements. Turkcell’s medium-term goal is to drive digital transformation, both within Türkiye and beyond.
Over recent years, Turkcell has developed a broad range of proprietary digital services and solutions, building a diversified portfolio of mobile applications available on iOS, Android and HarmonyOS platforms. These applications can be downloaded from application marketplaces and are accessible to all users, regardless of their mobile operator. All applications are developed and maintained by Turkcell’s in-house mobile application development team.
140
In parallel, research and development activities focused on 5G and beyond communication technologies are carried out by the Next Generation R&D (NG-R&D) team. This team also hosts 6GEN.LAB, a dedicated research structure established specifically for advanced communication technologies and supported under the TÜBİTAK 1515 – Frontier R&D Laboratory Support Programme. Turkcell actively contributes to international standardization efforts, most notably within 3GPP and the ITU, while maintaining close collaboration with leading global ecosystem stakeholders, including GSMA, NGMN, and 6G-SNS-IA.
In addition to a robust portfolio of ongoing publicly funded R&D projects, Turkcell has submitted numerous national and international R&D project proposals aligned with its strategic focus on 6G technologies, particularly under the Horizon Europe and SNS Joint Undertaking (SNS JU) programs. The knowledge base and intellectual outputs generated through these efforts are protected through patenting activities, while accumulated expertise and know-how are shared with the broader ecosystem through peer-reviewed journal publications and international conference papers.
The established team of experts at Turkcell develops a broad array of convenient and reliable solutions with innovative roadmaps. The activities of technology centers, include the following:
| ● | Partnership software development, customization, and/or integration of software products; |
| ● | Development of network infrastructure strategies in a rapidly evolving information and communication technologies landscape; and |
| ● | Designing short- and long-term innovative technology roadmaps for operations and technological needs. |
Turkcell owns numerous patents, utility models, trademarks and industrial designs. The significance of intellectual property rights, along with the associated culture, has been disseminated throughout the entire group. Accordingly, processes and solutions developed within the group are addressed from this perspective. Turkcell Group holds a total of 5,464 national and 331 international patent applications, along with 1,247 registered patents.
5.D Trend Information
a.Changing Subscriber Base and Usage Patterns
Driven by our value focused strategy, the proportion of postpaid subscribers within our Turkish mobile subscriber base reached 80.7% in 2025, compared to 76.0% in 2024, and 71.5% in 2023.
As our business strategy evolves, we expect the contribution of mobile and fixed data to our total revenues will continue to grow. This growth is expected to be fueled by increasing smartphone penetration, the continued expansion of our postpaid subscriber base, and the rising data consumption following the commercial launch of 5G services. Conversely, voice and SMS revenues are projected to continue their downward trend as a percentage of total revenues, reflecting the ongoing global shift away from conventional telecommunication services.
Despite the high inflation and challenging macroeconomic conditions in Türkiye, consumer spending habits and consumption patterns remained resilient throughout 2025. When examining the household consumption statistics from TurkStat for the year 2025, we observe that information and communication services accounted for a mere 4% of the household budget. This relatively low share of wallet suggests that telecommunication services are less sensitive to inflationary pressures compared to discretionary spending categories. In 2025 and throughout the first quarter of 2026, we have observed sustained demand for higher data quotas in mobile and increased migration to high-speed fiber broadband packages.
However, the Turkish telecommunications market experienced heightened competition in 2025, evidenced by an increase in Mobile Number Portability (MNP) activity. Industry-wide MNP figures reached record levels as operators engaged in aggressive customer acquisition campaigns and tactical pricing to capture value-seeking subscribers. In addition, the proliferation of alternative data providers offering roaming services via eSIM technology has intensified competition, particularly in the tourist and high-end segments. Despite these competitive pressures and the fluidity of the subscriber market, the Company has successfully maintained its market leadership by leveraging its network quality, comprehensive digital ecosystem, and superior customer experience to drive subscriber retention and high-value acquisitions.
141
b.Regulations affecting our prices
A significant portion of our revenue is attributable to interconnection fees and retail tariffs. The ICTA has in the past and may in the future introduce regulatory decisions reducing interconnection rates and imposing minimum and maximum prices on retail tariffs. For a more detailed discussion of these factors, please see “Item 4. Information on the Company—B. Business Overview—XIII Regulation of the Turkish Telecommunications Industry” and the discussion below.
The ICTA has on several occasions intervened to place caps or set lower limits on the tariffs that we charge in the Turkish market, as described in more detail below. In the past, the ICTA’s intervention in our retail voice and SMS prices negatively affected our ability to design and launch campaigns and offers and, consequently, had a negative impact on our business. In 2016, the ICTA removed the regulation on lower limit on on-net retail prices and campaigns. These pricing regulations were valid on all single voice tariffs and campaigns, whereas we were obliged to maintain our minimum on-net SMS rate on network base. The ICTA may again intervene, impacting the prices we charge for our tariffs. For examples, the mobile retail price caps and interconnection rates have had an impact on our prices.
Mobile Retail Price Caps
Maximum tariffs (including national and international call and SMS fee, name/title change fee, account takeover fee, MSISDN change fee, SIM card change fee, deactivating fee, detailed billing fee, and directory assistance service fee) are regulated by the Retail Price Cap Regulation adopted by the ICTA and updated every six months. The latest ICTA Board Decision dated March 17, 2026 set the rates at TRY 4.75 per minute for national voice and TRY 3.39 for national SMS for Turkcell, Vodafone and TT Mobile as of April 1, 2026.
Interconnection Rates
In accordance with the relevant articles of the Electronic Communications Law and subsequent Access and Interconnection Ordinance, the ICTA regulates both fixed and mobile interconnection rates. The mobile interconnection rates have substantially been changed so far with the interventions of the ICTA, where these prices were gradually decreased based on a glide path between 2022-2024. Further changes in interconnection rates may lead to us restructuring our tariffs and may impact our operational results.
i.Mobile Termination Rates (“MTR”)
Since July 2013, Turkcell has been paid 2.50 kr/min for mobile call termination on its network. Rates for Vodafone and TT Mobil were TRY 2.58 kr/min and TRY 2.96 kr/min respectively. (TRY 1 Kurus (“TRY 1 kr”) = TRY 0.01)
The latest decision concerning Mobile Call Termination published on June 8, 2021 updated and gradually decreased the MTRs as of January 1, 2022 until January 1, 2024 when the asymmetry in MTRs were removed and the rates were equalized at the level of 2.1 kr/min for all operators. The change in MTR levels positively affected our financials in 2022 to 2024 (i.e. EBITDA levels).
The glide path of Mobile Call Termination Rates for voice calls between Turkcell, Vodafone, TT Mobil is summarized in the table below.
|
|
VOICE (TRY Kurus) |
||||
|
|
TURKCELL |
|
VODAFONE |
|
TT MOBIL |
01/01/2022 |
|
2.39 |
|
2.44 |
|
2.71 |
01/01/2023 |
|
2.25 |
|
2.28 |
|
2.41 |
01/01/2024 - onwards |
|
2.10 |
|
2.10 |
|
2.10 |
The Mobile Call Termination Rate of 2.10 kurus will remain in effect.
142
ii.SMS Termination Rates
The latest ICTA decision regarding SMS termination rates (on mobile networks), dated December 14, 2021, updates, equalizes and gradually increases SMS Termination Rates as of April 1, 2022 until January 1, 2024. If an agreement cannot be reached regarding the rates after January 1, 2024, operators can apply to the ICTA with a request for a reconciliation procedure. The announced change in SMSTR had a limited positive effect on our financials (i.e. EBITDA levels).
SMS Termination Rate of Türk Telekom’s (on its fixed network) is TRY 2.60 kr/SMS.
The glide path of SMS Termination Rates on Turkcell, Vodafone, TT Mobil’s networks are summarized in the table below.
|
|
SMS (TRY Kurus) |
||||
|
|
TURKCELL |
|
VODAFONE |
|
TT MOBIL |
01/04/2022 |
|
0.8 |
|
0.8 |
|
0.8 |
01/01/2023 |
|
1.0 |
|
1.0 |
|
1.0 |
01/01/2024 |
|
1.2 |
|
1.2 |
|
1.2 |
01/01/2025 |
|
2.6 |
|
2.6 |
|
2.6 |
01/01/2026 |
|
3.2 |
|
3.2 |
|
3.2 |
iii.Fixed Termination Rates
The latest ICTA decision regarding FTRs, dated December 14, 2021, sets an IP-based, single fee structure and gradually decreases FTRs as of January 1, 2022. As of January 1, 2024, FTR were equalized for all operators at the level of 1.47 kr/min. The announced change in FTR levels had limited positive effect on our financials (i.e. EBITDA levels).
The glide path of Fixed Termination Rates on Türk Telekom and Other Fixed Operators (including Turkcell Superonline) are summarized in the table below.
|
|
FTR (TRY Kurus) |
||||||
|
|
TÜRK TELEKOM |
|
|
||||
|
|
Single-Transit |
|
Double-Transit |
|
Local |
|
OTHER FIXED OPERATORS |
2009-2021 |
|
1.71 |
|
2.24 |
|
1.39 |
|
3.20 |
01/01/2022 |
|
|
|
1.63 |
|
|
|
2.80 |
01/01/2023 |
|
|
|
1.55 |
|
|
|
2.20 |
01/01/2024 - onwards |
|
|
|
1.47 |
|
|
|
1.47 |
c.Currency devaluation and impairments
Our results of operations and the value of certain of our assets have been adversely affected by devaluations in Türkiye and in the currencies of certain countries, in particular Belarus, in the last few years. The value of the Turkish Lira against USD continued to decrease in 2025, depreciating by 21.7% in 2024 compared to depreciation of 19.7% in 2024. In Belarus, the USD/BYN appreciated by 16.4 % in 2025 in contrast with a depreciation of 9.3% in 2024. Any currency devaluation remains a risk and may continue to have an adverse effect in the future. Furthermore, operational and technological changes, general macroeconomic conditions, legal, regulatory or political obstacles in Belarus, as well as the effects of certain sanctions impacting our activities in Belarus and the measures adopted, or that may be adopted, by other countries in response to these events, may lead to further impairments in the values of certain of our assets in the future.
5.E Critical Accounting Estimates
For a discussion of our significant accounting estimates and assumptions, See Note 2 to our Consolidated Financial Statements included elsewhere in this annual report.
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ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
6.A Directors and Senior Management
I. Board Members
Under the Turkish Commercial Code and our Articles of Association, the Board of Directors is responsible for our management. The 2020 amendments to our Articles of Association, details of which are provided below, mandate a Board of Directors containing nine members. Members of our Board of Directors are generally appointed for a term of three years. The CMB has a statutory authority to take actions ex officio where publicly held companies whose shares are traded on the exchange fail to comply, partially or completely, with corporate governance principles.
At the annual general assembly meeting held on October 21, 2020 the Articles of Association of our Company were amended to change the Board of Directors’ structure and functioning. The Board of Directors’ size was increased from seven members to nine members, and an option was introduced for the attendance at Board meetings by electronic means as per Article 1527 of Turkish Commercial Code and the Communiqué on Electronic Meetings Held in Commercial Companies, Other Than General Assembly Meetings of Joint Stock Companies. Furthermore, meeting and decision quorums were amended to allow the Board of Directors to convene with the presence of a minimum of five members and resolve by the affirmative votes of at least five members present at the meeting.
At the annual General Assembly meeting held on May 2, 2024, Mr. Şenol Kazancı, Ms. Figen Kılıç, Ms. Ayşe Nur Bahçekapılı, Mr. Melikşah Yasin, Mr. Salim Arda Ermut, Mr. Mehmet Naci İnci, Mr. Nail Olpak, Mr. Serdar Çetin and Mr. İdris Sarısoy were elected as members of the Board of Directors. Mr. Serdar Çetin, Mr. Mehmet Naci İnci and Mr. İdris Sarısoy were elected as independent board members. Mr. Şenol Kazancı was elected as chairman on the same date.
As of April 3, 2026, our Board of Directors had the following members:
Name |
|
Appointed to the Board of Directors |
|
Date of Tenure Expiration |
Şenol Kazancı (Chairman) |
|
May 2, 2024 |
|
May 2, 2027 |
Figen Kılıç |
|
May 2, 2024 |
|
May 2, 2027 |
Ayşe Nur Bahçekapılı |
|
May 2, 2024 |
|
May 2, 2027 |
Melikşah Yasin |
|
May 2, 2024 |
|
May 2, 2027 |
Salim Arda Ermut |
|
May 2, 2024 |
|
May 2, 2027 |
Mehmet Naci İnci |
|
May 2, 2024 |
|
May 2, 2027 |
Nail Olpak |
|
May 2, 2024 |
|
May 2, 2027 |
Serdar Çetin |
|
May 2, 2024 |
|
May 2, 2027 |
İdris Sarısoy |
|
May 2, 2024 |
|
May 2, 2027 |
Biographies of Current Board Members
Şenol Kazancı was born in 1975. He graduated from the İstanbul University, Faculty of Law. He worked as TVNET General Manager between 2007 and 2011, as the Advisor of the Prime Minister between 2011 and 2014, and as Chief Advisor to the President in 2014. He lastly served as the Chairman and General Manager of the Anadolu Agency between 2014 and 2021. At the Ordinary General Assembly Meeting held on April 15, 2021, Şenol Kazancı was elected as a Member of the Turkcell Board of Directors and he has been Chairman of the Board of Directors since September 14, 2023.
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Figen Kılıç, born in 1970, graduated from Selçuk University, Electrical Electronics Engineering Department and received her Master’s Degree from Gebze High Technology Institute, Electrical Engineering Department. Trained in project management, process management, and test engineering, Kılıç also graduated from the Anadolu University Faculty of Open Education, Department of Law, and is studying in the Department of Business Administration of the same university. Figen Kılıç, started her career as a technical translator in İhlas Group. In 1995, she joined İstanbul Municipality BELBİM A.Ş., where she worked for an extended period on payment projects as an R&D engineer, Project Coordinator, and R&D Manager. In 2010, she transferred to E-Kent Ödeme Sistemleri A.Ş. where she served as IT and Operational team manager for electronic ticket and payment systems integration and management projects in various cities of Türkiye. In 2014, Figen Kılıç worked in Mobile Payment and M2M & IoT teams at Turkcell İletişim Hizmetleri A.Ş. and in 2015 was appointed to the Information and Communication Technologies Authority (ICTA) of Türkiye as its first woman board member. Kılıç became the vice president of ICTA in 2018. After her term in office ended in 2019, she served as Service Delivery General Manager of the Republic of Türkiye Ministry of Family and Social Services. As of January 29, 2021, she was appointed to the Turkcell Board of Directors. At the Ordinary General Assembly Meeting held on May 2, 2024 Figen Kılıç was re-elected as the Member of a Turkcell Board of Directors.
Melikşah Yasin, born in 1975, graduated from İstanbul University Faculty of Law in 1996. In the same year, he began his master’s degree at İstanbul University’s Institute of Social Sciences and completed it in 1998 with his thesis titled “Control of the Administration by the Parliament.” In 1997, he started working as a research assistant in the Department of Administrative Law at the Marmara University Faculty of Law. He initiated his doctoral studies at Marmara University’s Institute of Social Sciences in 1998 and completed them in 2002 with his doctoral thesis titled “The Capital Markets Board and Its Transactions.” Mr. Yasin conducted academic research at King’s College in 2007 and 2008. In 2010, he was appointed as an associate professor at the İstanbul University Faculty of Law. Since 2016, he has served as a professor of Administrative Law at İstanbul University. He has also held various administrative positions at the university. Mr. Yasin, who has authored books and numerous articles in the field of administrative law, is currently a visiting academic at Oxford University Faculty of Law. On September 14, 2023, he was elected as a member of the Turkcell Board of Directors.
Ayşe Nur Bahçekapılı was born in 1954. Ms. Bahçekapılı completed high school education in İstanbul Kız Lisesi and later graduated from İstanbul University Faculty of Law. Starting her career as a private attorney, Ms. Bahçekapılı served as a member of the İstanbul Bar Association Board of Directors and General Secretary from 1988 to 1992. She was also a member of the Board of Directors of the Union of Turkish Bar Associations from 1997 to 2005. In 2007, she was elected as a member of parliament from the second district of İstanbul. From 2007 to 2009, Ms. Bahçekapılı served as the Spokesperson of the Constitutional Committee of the Turkish Grand National Assembly, and chaired the Türkiye-Cuba Inter-parliamentary Friendship Group. Ms. Bahçekapılı served as the Deputy Group Chairman of the Justice and Development Party from 2009 to 2013. Between 2013 and 2015, she held the position of Deputy Speaker of the Turkish Grand National Assembly, and resumed the role between 2015 and 2018. From 2020 to 2023, Ms. Bahçekapılı served as the Chief Advisor to the President and continues to hold the position of a member of the Legal Policies Council of the Presidency. On September 14, 2023, she was elected as a member of the Turkcell Board of Directors.
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Nail Olpak, was born in 1961. He graduated from Aydın High School. Having graduated from İstanbul Technical University Faculty of Mechanical Engineering, Mr. Olpak completed his master’s degree in the field of energy. Mr. Olpak serves as the Chairman of the Board of PAK Yatırım A.Ş. and NORA Elektrik A.Ş. and as the board member of companies in which these companies have shareholdings. As part of his activities in NGOs and for public welfare; Mr. Olpak serves as the Chairman of the Board of Directors of DEİK, Board Member of Export Credit Bank of Türkiye (TURK EXIMBANK), Board Member of Turkcell, Board Member of İstanbul Development Agency (İSTKA), Member of Coordination Council for the Improvement of Investment Environment (YOİKK), Member of High Advisory Board of MÜSİAD, Chairman of the Board of Trustees of OLPAK FOUNDATION, Member of the Founding Committee of International Technological, Economic and Social Research Foundation (UTESAV), Member of the Board of Trustees of Tourism Development and Education Foundation of İstanbul Chamber of Commerce (TUGEV), Member of Founders Board of İlim Yayma Foundation, Member of the Board of Trustees of Huzur Hospital Foundation, Member of the Board of Trustees of Human Development and Societal Education Foundation (İGETEV), Member of the Board of Trustees of the Foundation for the Support of İstanbul Medeniyet University. Nail Olpak also served as the 5th Period Chairman of MÜSİAD (Independent Industrialists and Businessmen’s Association) and the Chairman of MÜSİAD High Advisory Board, Council Member of B20 Steering Committee of Türkiye, Council Member of İTO (İstanbul Chamber of Commerce), Board Member of İDTM (İstanbul World Trade Center), Board Member of the Huzur Hospital Foundation, Board Member of ENVERDER (Energy Efficiency Association), Member of High Advisory Board and Board Member of MMG (Architects and Engineers Group), Founding Committee Member of Turkish-Japanese University, Member of the Board of Trustees of Commercialize Center İstanbul (CCI), Board Member of Türkiye Silicon Valley. Mr. Olpak was appointed as a member to the Turkcell Board of Directors, effective as of March 6, 2020. At the Ordinary General Assembly Meeting for 2021, held on June 16, 2022, Nail Olpak was re-elected as a member of the Turkcell Board of Directors. Nail Olpak was granted the title of honorary PhD by İstanbul Technical University, Ahi Evran University and Mehmet Akif Ersoy University.
Serdar Çetin, born in 1977, graduated from Middle East Technical University, Civil Engineering department and holds an MSc in Management (Grande Ecole) from HEC School of Management in Paris with a major in strategic management. Serdar Çetin has served at the board of Play (P4 Sp.zo.o.) from July 2007 until November 2020. He was a management board member of Play from its inception (July 2005) until October 2006 and was a supervisory board member between July 2007 and June 2017. Following the IPO of Play Group, he was appointed as a member of the Audit Committee, Remuneration and Nomination Committee, and Operational and Investment Committee of Play Communications S.A. until its sale to Iliad in November 2020. Serdar Çetin was a board member of Turknet İletişim Hizmetleri A.Ş. and its then parent company NetOne Holdings S.a.r.l., between 2007 - 2013. He served as a board member or board observer in several telco and technology companies including Machinezone, which was acquired by Applovin (USA), Netia (Poland), Forthnet (Greece) and Be* Unlimited (UK). In addition, he served as a board member of AASA Polska from August 2015 to December 2019. Serdar Çetin was a board member of WOM S.A. Chile from July 2015 until December 2023. Additionally, he was a partner of Novator Partners LLP, a London based investment advisory firm until April 2023 and is currently a Partner of PurpleCrest Investments Llp. Prior to joining Novator, Mr. Çetin worked at Merrill Lynch investment banking and BNP Paribas Asset Management in London. At the Ordinary General Assembly Meeting for 2021, held on June 16, 2022, Serdar Çetin was elected as an Independent Member of the Turkcell Board of Directors. Serdar Çetin also serves as a member of Kyivstar Group Ltd.’s Board of Directors, Audit and Risk Committee and Remuneration Committee.
Arda Ermut was born in 1980. He graduated from Boğaziçi University’s Department of Political Science and International Relations in 2004. In 2005, he began working as a Press and Public Relations Advisor to the Prime Minister’s Office. He then took up the position of specialist at the Turkish Investment Support and Promotion Agency, where he held a number of managerial positions. In 2015, Ermut was appointed as the President of the Investment Support and Promotion Agency of Türkiye, a position he held until 2020. Ermut played a pivotal role in attracting numerous international direct investments to Türkiye. He also served as a member of the Board of Directors of the Vienna Economic Forum and SunExpress between 2015 and 2019, as Vice President of the Turkish Basketball Federation between 2019 and 2021, and as Chairman of the Board of Directors of the World Association of Investment Agencies (WAIPA) for a four-year term. Between 2019 and 2021, he served as a member of the Board of Directors of Turkish Airlines and as one of the three members of the Turkish Airlines Executive Board. Arda Ermut, who previously served as a member of the Board of Directors of Türk Telekom between 2022 and 2024 and the Türkiye Wealth Fund between 2018 and 2020, was appointed as the General Manager and Board Member of the Türkiye Wealth Fund as of March 2021. He is also a member of the Board of Directors of Türkiye Participation Insurance, established by the Türkiye Wealth Fund, and Chairman of the Board of Directors of İstanbul Finance Center Management Company. At the Ordinary General Assembly Meeting for the year 2023 held on May 2, 2024, Ermut was elected as a Member of the Turkcell Board of Directors.
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Professor M. Naci İnci was born in 1965. He received his BSc in physics from Marmara University in 1987. Then, he received his PhD in fiber-optic sensors from Heriot-Watt University (Edinburgh, UK) in 1993. Between 1993 and 1994, he pursued postdoctoral studies at Stanford University’s Department of Electrical Engineering (USA), specializing in fiber-optic communications. In 1994, he assumed the role of Assistant Professor at Boğaziçi University, Department of Physics. In 1996, he was promoted to the position of Associate Professor at the same institution. In 1998-1999, he was invited to Gunma University (Japan) as a visiting research professor to work on industrial applications of fiber-optic sensors. Between 1999 and 2005, he was a faculty member at Sabancı University, Faculty of Engineering and Natural Sciences, where he played a pivotal role in establishing the university’s fundamental and research laboratories, as well as undergraduate and graduate programs. In 2005, he assumed the role of Professor in the Department of Physics at Boğaziçi University. He served as Head of the Department of Physics for five years between 2013 and 2020. Since July 15, 2021, he has been the Rector of Boğaziçi University. Professor İnci has been invited as a guest scientist by a number of universities abroad. These include The University of Stuttgart (Germany), Gunma University (Japan), the Technical University of Norway, and Heriot-Watt University (UK). His research interests include applied optics for industry, quantum optics, nonlinear optics, quantum informatics, optoelectronics, fiber-optic sensors, fiber-optic telecommunications, solid state physics, optical profilometry, photonic crystals, and the photonics of nanostructures. At the 2023 Ordinary General Assembly Meeting he was elected as an Independent Board Member of Turkcell.
İdris Sarısoy, born in 1974, graduated from Erciyes University, Faculty of Economics and Administrative Sciences, Department of Finance in 1998. In the same year, he commenced his master’s at İstanbul University Institute of Social Sciences, Department of Finance, Department of Fiscal Theory, which he completed in 2000 with his thesis titled ‘Public Sector Deficits and Financing Policies in Türkiye’. In 2001, he began his doctoral studies at Marmara University Institute of Social Sciences, Department of Finance, Department of Finance Theory, completing his doctoral thesis, titled ‘Tax Incentives Provided to Small and Medium Scale Enterprises and Turkish Practice’, in 2006. In 2002, he began his academic career at Zonguldak Bülent Ecevit University, Faculty of Economics and Administrative Sciences, Department of Finance, and in 2003 he assumed the same position at Marmara University, Faculty of Economics and Administrative Sciences, Department of Finance. Between 2007 and 2014, he was a Lecturer at Zonguldak Bülent Ecevit University, Faculty of Economics and Administrative Sciences, Department of Finance. Since 2014, he has been an Associate Professor in the Department of Political Science and Public Administration at Marmara University Faculty of Political Sciences, and in 2020 he became a Professor in the same department. Sarısoy; who is also a Member of the Tax Council of the Ministry of Treasury and Finance, conducts academic research on poverty, foreign capital investments, election declarations and health economics, mainly on tax issues. On May 2, 2024, he was elected as an Independent Member of Turkcell’s Board of Directors at the Ordinary General Assembly Meeting for the year 2023.
II. Executive Officers
Aligned with our value driven organizational strategy, we aim to optimize our organizational framework to enhance efficiency and maintain a lean, functional structure.
The following table sets forth the name and office of each member of our Corporate Executive Team as of April 3, 2026.
Name |
|
Office |
|
Ali Taha Koç |
|
Chief Executive Officer |
|
Kamil Kalyon |
|
Executive Vice President— Finance (CFO) |
|
Ali Uysal |
|
Executive Vice President— Legal and Regulation |
|
Kadri Özdal |
|
Executive Vice President—Sales |
|
Murat Akgüç |
|
Executive Vice President—Marketing and Digital Services |
|
Mustafa Demirhan |
|
Executive Vice President—Information and Communication Technologies |
|
Vehbi Çağrı Güngör |
|
Executive Vice President—Network Technologies |
|
Erkan Durdu |
|
Executive Vice President—People and Business Support |
|
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Biographies of Executive Officers
Dr. Ali Taha Koç was born in 1980. He completed his undergraduate degree in 2001 at Bilkent University, Department of Electrical and Electronics Engineering with full scholarship. Later, he received his master’s and doctorate degrees in the Department of Electrical Engineering at the University of Texas at Dallas, both with full scholarships. Dr. Ali Taha Koç joined Intel in 2006 as a research and development (R&D) engineer in the USA. During his tenure at Intel, he developed 63 patents, published 23 scientific articles, and developed and managed several international projects. In 2013, he became one of the 10 awarded engineers who developed the most patents at Intel. After returning to Türkiye in 2014, he began working as the Chief Counsellor of the Prime Ministry and in the same year was appointed as the Head of Information Technologies of the Presidency. During his tenure at the Presidency, he also managed the formation of the State Information Coordination Center (SICC) in the Presidency Security Policies Department, and initiated the information flow from all ministries and security units to the Presidency. Koç was appointed as the Head of the Digital Transformation Office on 12 September 2018. Besides his duties at the Presidency, he also served as a board member of Türksat Uydu Haberlesme Kablo TV ve Isletme A.S. (Türksat Satellite Communications Cable TV and Business Inc.). As of October 2023, he is the Chief Executive Officer of Turkcell and serves as a board member of the International GSM Association (GSMA), Türkiye’s Automobile Joint Venture Group (TOGG), ULAK Haberlesme A.S., Mobile Telecommunication Operators Association (m-TOD) and Siro.
Kamil Kalyon, born in 1974, graduated from Marmara University, Department of Business Administration and began his professional career at the Ernst & Young Türkiye (EY) Tax department in 1996. During his twelve-year career at EY, he took part in many strategic projects, ultimately holding the position of Senior Manager. Between 2008 and 2012, he worked as the Finance Director in Kont Bilişim Group operating in the information technologies sector. He entered OMV Petrol Ofisi A.S. as Tax Director in 2012 where he remained for four years. Kamil Kalyon joined Turkcell Iletisim Hizmetler A.S. as Tax and Group Reporting Director in December 2016 and worked as the Financial Planning and Analysis Director at our Company between February 2021 and September 2023. As of September 2023, he was appointed Turkcell’s Vice President Responsible for Finance. Kamil Kalyon graduated from the Marmara University Department of Business Administration, and holds the titles of Sworn-in Certified Financial Advisor and Independent Auditor.
Kadri Özdal, born in 1974, graduated from Dokuz Eylül University, Department of Public Administration. He started his professional career at Vodafone in 1999 and worked in sales, marketing and commercial operations departments, and later joined Turk Telekom in sales development, channel optimization and management. He worked as Sales Development Director and then acting as CSO between 2011-2012. Kadri Özdal took part in the foundation and management of n11.com which is one of the largest e-commerce platforms in Türkiye and worked in the CSO role. In February 2016, he started as Turkcell Alternative Sales Channels Director and subsequently served as non-exclusive and digital sales channels. Mr. Özdal was appointed as Chief Sales Officer in November 2023.
Mustafa Demirhan, born in 1979, completed his undergraduate studies in the Electrical and Electronics Engineering department of Bilkent University with a full scholarship in 2001, and received his master’s degree in the Electrical and Electronics Engineering department of Rutgers University in 2003. Mustafa Demirhan, who started his professional career as a research and development engineer at Intel in 2003, developed 14 patents until 2007. In 2007, he started working on smartphone software at Microsoft. Later, he took on the manager role in projects such as Microsoft 365, Microsoft’s first successful cloud computing product, and subsequently, Microsoft Azure. He served as a manager in open-source cloud computing projects at Google in 2018, and returned to Microsoft in 2021 to manage critical projects in the field of cyber security.
Murat Akgüç, born in 1976, completed his undergraduate degree at Boğaziçi University, Department of Industrial Engineering, and the Executive MBA program at Rotterdam School of Management. He has over 25 years of experience in business development, technology, telecommunications, strategy, digital innovation and venture capital. Akgüç, who started his career at the Osmanlı Bank, later worked in treasury projects in the banking sector. In 2004, he served as Vice President of Business Development and Strategy at Credit Europe Bank in the Netherlands. Akgüç, who returned to Türkiye in 2015, held senior management positions in the fields of technology, digital product development, strategy and marketing in the media and gaming industry on an international scale. He started working as Deputy General Manager responsible for Venture Capital and Technology Investments at the Türkiye Wealth Fund, which he joined in 2021. He led the establishment of the Türkiye Technology Fund - TTF, which invests in Türkiye Venture Capital funds, and other important projects, especially the acquisition of Türk Telekom, which is Türkiye’s largest acquisition in 2022. In addition to these duties, he served as a Member of the Board of Directors of Türkiye Sigorta and Member of the Board of Directors of TVF Technologies Investments. Mr. Akgüç was appointed as Chief Marketing and Digital Services Officer in November 2023.
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Erkan Durdu, born in 1972, completed his undergraduate studies in the Radio and Television department of İstanbul University and received his master’s degree in the Communication Sciences department at Marmara University. He began his career as a program producer at TRT İstanbul Radio, and worked as a reporter and editor at Kanal 7, Radikal, and Akşam newspapers. From 2003 to 2011, he served as a Minister Advisor at the Prime Ministry. Between 2011 and 2014, he held the position of Deputy Director General of Press, Publishing, and Information at the Prime Ministry. From 2014 to 2021, he served as Vice Chairman of the Board and Deputy General Manager at TRT. Between 2022-2023, he held the position of General Secretary at TÜBİTAK. In addition to these roles, he served in various important positions such as a member of the Audit Committee at the Development Bank, a member of the Board of Directors at Euronews, and a member of the Board of Directors at the Press Advertisement Agency. He provided leadership in areas such as Human Resources, Budget and Financial Operations, Broadcast Strategies, Change Management, Content Management, and Digital Business Services in the institutions where he worked.
Prof. Dr. Vehbi Çağrı Güngör was born in 1979. He received his BSc and MSc degrees from Middle East Technical University, Department of Electrical and Electronics Engineering in 2001 and 2003. He obtained his Ph.D. degree from the Department of Electrical and Computer Engineering at Georgia Institute of Technology (Atlanta, GA, USA) in 2007. Receiving the Full-Professor title in 2018, Prof. Dr. Güngör’s research areas are in the fields of next-generation wireless communications, 5G and 6G mobile networks, Internet of Things and Artificial Intelligence. Prof. Dr. Güngör served as a project manager at Eaton Corporation, a researcher at Siemens Corporate Research, and an Executive Board Member in the TÜBİTAK TEYDEB BILTEG. Prof. Dr. Güngör has received many international and national scientific awards. Prof. Dr. Güngör’s research projects have been funded by several institutions, such as the European Union, the Ministry of Science, Industry and Technology, and TÜBİTAK. Prof. Dr. Güngör has more than 100 research articles published in international peer-reviewed journals and conferences and several patents.
Ali Uysal, born in 1980, graduate of İstanbul University Faculty of Law, completed his master’s degree in European Union Law at Stockholm University Faculty of Law. Ali Uysal started his professional career as a lawyer in 2003 and worked as a senior attorney in the corporate consultancy department of law firms serving national and international clients until 2009. In 2009, he joined SunExpress Airlines, a joint venture between Turkish Airlines and Lufthansa, as a Legal Counsel responsible for establishing the company’s in-house legal department and continued in this role until 2014. Between 2014 and 2019, Ali Uysal served as the Chief Legal Counsel at Turkish Airlines. Since 2020, he has been working at Turkcell İletişim Hizmetler A.Ş. as the Director of Corporate Legal Affairs under the Legal and Regulation Deputy General Manager’s Office. As of November 2023, Ali Uysal has been appointed as the Deputy General Manager responsible for Legal and Regulation at Turkcell.
6.B Compensation
The compensation paid to members of the Board of Directors for their service on the Board is approved by the shareholders at the ordinary general assembly. In accordance with the Company’s corporate governance practices, the Board, although it has no final authority on remuneration, upon the recommendation of the Remuneration Committee may decide on a proposal to the General Assembly as to whether board members will be remunerated, and if such is the case, the form and amount of compensation to be paid to board members. As of January 2025, the monthly compensation of the Chairman and each member of the Board of Directors was set at a monthly net total of TRY 244 thousand.
For the year ended December 31, 2025, the Company provided, paid and accrued an aggregate of TRY 732.4 million to our key management personnel encompassing salaries, bonuses, indemnities, and other benefits. No deferred or contingent compensation was accrued for the year payable to executive officers or members of the Board of Directors.
Since January 2016, a cash-settled long-term incentive (“LTI”) plan has been in place for the management of Turkcell and its subsidiaries. Following the achievement of specified financial performance metrics in 2023 and 2024 periods, the Group recognized expenses of TRY 324.0 million and TRY 478.9 million for the years ended December 31, 2025, and 2024, respectively.
We have Directors and Officers Liability Insurance that covers our directors and officers from liabilities that arise in connection with performing their duties and our liabilities in connection with our directors’ and officers’ performance of their duties. The coverage amount is USD 100 million, and there are a number of insurers, each covering a different layer of the policy. Directors and Officers Liability Insurance is provided by Türkiye Sigorta A.Ş., an insurance company in Türkiye. While the previous policy expired on October 1, 2025, this coverage has been renewed under the same limit through October 1, 2026.
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6.C Board Practices
For more information on our directors and the period during which each director has served on the board, see “—A. Directors and Senior Management.”
Committees of the Board of Directors
On August 17, 2023, the Internal Directive On The Operation Of The Board Of Directors and Working Principles of The Corporate Governance Committee, Audit Committee, Nomination Committee, Remuneration Committee and Early Detection of Risk committees were revised. On November 7, 2023, the Audit Committee Working Principles were revised again. The Working Principles of The Strategy and Digitalization Committee were revised on December 20, 2023.
a.The Audit Committee
We are required under Turkish laws and regulations, U.S. securities laws and regulations and the rules of the NYSE to have an Audit Committee of the Board of Directors appointed from among the independent members of the Board of Directors. Our Audit Committee currently has three members: Mr. Serdar Çetin, Mr. Mehmet Naci İnci and Mr. İdris Sarısoy. Mr. İdris Sarısoy is the Chairman of the Audit Committee. All of the members are considered independent under the U.S. Sarbanes-Oxley Act of 2002, the rules promulgated thereunder by the U.S. Securities and Exchange Commission, the applicable rules of the NYSE and the CMB Corporate Governance Principles.
The principal duties of the Audit Committee include the following:
| ● | assisting the board’s oversight of the quality and integrity of our financial statements and related disclosure; |
| ● | overseeing the implementation and efficiency of our accounting system; |
| ● | pre-approving the appointment of and services to be provided by our independent auditors; |
| ● | preparing and monitoring the agreement between us and the independent auditor and overseeing the performance and efficiency of our independent audit system and internal audit mechanisms; and |
| ● | establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting control systems or auditing matters and establishing procedures for the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters. |
b.The Corporate Governance Committee
The Corporate Governance Committee, based on the CMB’s corporate governance principles, mainly assists the Board of Directors with the development and implementation of our corporate governance principles and presents if needed to the Board of Directors remedial proposals to that end. Duties and working principles of the Corporate Governance Committee are determined within the framework of the regulations, provisions and principles of the Turkish Commercial Code, Capital Market Law, Articles of Association of the Company and the CMB’s “Corporate Governance Principles.” In the relations between the Company and our shareholders, the Committee assists the Board. To that end, it oversees the investor relations activities.
The current members are Mr. Serdar Çetin, Mr. Melikşah Yasin, Ms. Özlem Yardım, Investor Relations and Corporate Finance Director, and Mr. Emre Alpman, Corporate Governance and Capital Markets Compliance Director. Mr. Serdar Çetin is the Chairman of the Corporate Governance Committee. Mr. Emre Alpman and Ms. Özlem Yardım were appointed as the members of the Corporate Governance Committee on September 19, 2023 by a CMB Communiqué requirement.
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c.The Candidate Nomination Committee
On April 27, 2012, the Candidate Nomination Committee was established in accordance with the CMB corporate governance principles to perform independent board member candidate nomination and performance assessment processes. The current members are Mr. İdris Sarısoy, Mr. Şenol Kazancı and Mr. Melikşah Yasin. Mr. İdris Sarısoy is the Chairman of the Candidate Nomination Committee.
d.The Remuneration Committee
On December 19, 2012, in conformity with the CMB corporate governance principles, our Board established the Remuneration Committee to operate under our Board of Directors. The current members Mr. Nail Olpak, Mr. Şenol Kazancı and Mr. İdris Sarısoy. Mr. İdris Sarısoy is the Chairman of the Remuneration Committee. The Remuneration Committee is responsible for implementation in the “Remuneration Policy for the Board of Directors and Top Executives” adopted by our Board and posted on our website The Committee determines the remuneration principles that apply to Board members and senior management taking into account the long-term strategic goals of the Company. It sets out the remuneration criteria for the Board members and senior management’s performance and makes compensation recommendations to the Board.
e.The Early Detection of Risks Committee
The Early Detection of Risks Committee has been established in conformity both with the new Turkish Commercial Code and CMB corporate governance principles to assist the Board in early detection of risks that may jeopardize the Company’s existence, development and continuation, and to assist the Board in taking the necessary measures and remedial actions to manage such risks. Current members are Mr. Mehmet Naci İnci, Ms. Figen Kılıç and Ms. Ayşe Nur Bahçekapılı. Mr. Mehmet Naci İnci was elected as the Chairman of the Early Detection of Risk Committee.
f. |
The Strategy and Digitalization Committee |
As per the Turkish Commercial Code Article 366 (2), the Strategy and Digitalization Committee was established on February 17, 2022. The primary objective of the Committee is to assist the Board of Directors in fulfilling its oversight responsibilities by providing advice in relation to strategy, digitalization and effectiveness frameworks within Turkcell. The decisions of the Committee, which reports to the Board of Directors, are advisory. Current members are Mr. Mehmet Naci İnci, Mr. Şenol Kazancı, Mr. Serdar Çetin, Mr. Mustafa Demirhan (Executive Vice President—Information and Communication Technologies) and Mr. Tolga Kılıç (Director– Strategy). Mr. Mehmet Naci İnci was elected as Chairman of the Strategy and Digitalization Committee.
151
6.D Employees
The following table sets forth the number of employees by activity as of December 31, 2025, 2024 and 2023.
Turkcell |
|
2025 |
|
2024 |
|
2023 |
Board of Directors & CEO Office |
|
40 |
|
35 |
|
34 |
Group Internal Audit |
|
57 |
|
58 |
|
47 |
Legal & Regulation |
|
140 |
|
139 |
|
125 |
Finance |
|
262 |
|
262 |
|
273 |
Strategy |
|
20 |
|
19 |
|
18 |
Marketing & Digital Services |
|
298 |
|
274 |
|
259 |
Network Technologies |
|
759 |
|
740 |
|
910 |
Information & Communication Technologies |
|
548 |
|
541 |
|
564 |
People & Business Support |
|
534 |
|
494 |
|
353 |
Sales |
|
644 |
|
656 |
|
730 |
International & Wholesale Management |
|
26 |
|
27 |
|
44 |
Corporate Social Responsibility Sustainability |
|
— |
|
— |
|
8 |
Internal Control and Continuous Management |
|
53 |
|
53 |
|
48 |
|
|
|
|
|
|
|
Subtotal |
|
3,381 |
|
3,298 |
|
3,413 |
Subsidiaries |
|
|
|
|
|
|
Turkcell Global Bilgi |
|
17,503 |
|
15,434 |
|
15,987 |
Turkcell Teknoloji |
|
1,081 |
|
1,141 |
|
1,048 |
Atmosware |
|
480 |
|
478 |
|
352 |
BeST |
|
470 |
|
443 |
|
404 |
Turkcell Superonline |
|
339 |
|
343 |
|
16 |
Paycell |
|
278 |
|
282 |
|
265 |
Digital Business Services |
|
212 |
|
216 |
|
300 |
Kıbrıs Telekom |
|
163 |
|
189 |
|
199 |
Others(1) |
|
383 |
|
404 |
|
2,368 |
Subtotal |
|
20,909 |
|
18,930 |
|
20,939 |
Total |
|
24,290 |
|
22,228 |
|
24,352 |
| (1) | The “Others” primarily comprises the following subsidiaries: Global Tower, Turkcell Satış, Turkcell Enerji, Lifetech, Sofra, Beltower, Financell, Turkcell Sigorta, Lifecell Dijital Servisler, Lifecell Müzik, Lifecell TV, Boyut Enerji, Turkcell Dijital Sigorta, and TDC. The 2023 headcount includes employees of lifecell and Global Bilgi LLC; these figures are presented for comparative purposes only. Following their disposal, these entities are not included in the 2024 and 2025 data. |
Our market leadership and robust corporate identity position us as a premier employer in the Turkish technology sector. We are committed to maintaining high levels of subscriber satisfaction by investing in our people - the cornerstone of our success. Through stringent recruitment and professional development standards, we have fostered a high-caliber organization capable of navigating an increasingly complex digital landscape.
Our flagship graduate recruitment program, Genç Yetenek (Young Talent), has been a strategic success since its inception in 2016. The program identifies and integrates resilient, innovative, and adaptable professionals who align with our vision of chasing disruptive ideas. Beyond entry-level talent, we leverage innovative career-building initiatives focused on “skill mobility” and the upskilling of our workforce in future-ready technologies, ensuring that Turkcell’s digital DNA is consistently strengthened across all business units.
In line with our commitment to business continuity, the Company has implemented a comprehensive Geographical Redundancy Program. This proactive strategy involves identifying critical personnel within the Marmara region and establishing robust backup protocols. By categorizing roles based on systemic criticality, we ensure that our long-term performance and essential operations remain uninterrupted in the event of a regional crisis.
152
With regard to employee compensation and benefits, the major principles of our policy are to preserve internal equity and external competitiveness and reflect individual performance in compensation packages.
Significant factors involved in the process of determining compensation and benefits for our employees are our grading structure, market movement data and individual performance.
Our employees receive their salaries in gross or net amounts, depending on the principles of the respective subsidiaries. Principal factors in salary adjustments are market movements and economic indicators (e.g., the rate of inflation). During periods of high inflation between 2020 and 2025, multiple salary adjustments were implemented for employees within the same year.
We pay performance bonuses quarterly to sales employees and annually to all other employees in accordance with individual and company performance results. Our performance evaluation system evaluates the whole year performance of our employees through target setting-based on strategic objectives. Beyond base salaries, benefits packages are designed in line with the local market practice and linked to grade bands/levels where the benefits package improves as the grade band/level increases. We run a flexible benefits plan that allows our employees to select from a pool of choices that suit them such as several shopping and travel vouchers, allowance for children and payment to the Defined Contribution Plan (the “DCP”). The DCP is a voluntary pension system in which we and the employee make equal contributions. After a vesting period of three years, the employee gets ownership of the contribution we made. The DCP covers all employees who have been working with us for a minimum of six months.
Starting from January 2016, we launched a long-term incentive (“LTI”) plan offered to the management of Turkcell and group companies. This plan aims to build a common interest with shareholders, support sustainable success, and ensure loyalty of key employees. The long-term incentive plan is subject to company performance measures and linked to our share price performance. The key performance indicators of the plan are the total shareholder return in excess of weighted average cost of capital (WACC), and ranking of total shareholder return in comparison with the BIST 30 and peer group. The bonus amount is determined according to these evaluations within the framework of a holistic performance review, and is distributed over a three-year payment plan. Accordingly, it was calculated that, the senior management and those employees who are covered as part of this plan fulfilled the criteria for 2019, 2023 and 2024. The performance in 2020, 2021, 2022 and 2025 did not meet the criteria.
| ● | For 2023, the cash equivalent of 2,726,780 shares in total was paid in February 2024 as the first installment. The second installment was paid in the cash equivalent of 2,937,761 shares in total in January 2025. For our employees whose highest vested installment is the third installment of 2023 was paid in the cash equivalent of 644 shares in total in January 2026. |
| ● | For 2024, the cash equivalent of 9,923,123 shares in total was paid in January 2025 as the first installment. For our employees whose highest vested installment is the second installment of 2024 was paid in the cash equivalent of 10,035,383 shares in total in January 2026. |
| ● | For 2025, the specific LTI performance criteria were not met, and as such, no new accruals were recognized for this period. |
Following the achievement of specified financial performance metrics in 2023 and 2024 periods, the Group recognized expenses of TRY 1,550.4 million and TRY 2,296.5 million for the years ended December 31, 2025, and 2024, respectively. For further information, please refer to Note 29 and 38 to our Consolidated Financial Statements included elsewhere in this annual report.
Our employees’ rights to ‘Assembly, Freedom of Association, and Unionizing’ as expressed in the Constitution of the Republic of Türkiye are respected. In addition to this, as of 2025, there has been no written application made to Turkcell by any authorized labor union. Employees are not members of any union, and there is no collective bargaining agreement with our employees. Our history is characterized by a stable labor environment, having experienced zero work stoppages to date.
153
6.E Share Ownership
The following table sets forth the share ownership of our Board members and senior officers. We have no outstanding stock options and none of the persons below currently hold any warrants. Our Board members and senior officers have the same voting rights as our other Group B shareholders.
|
|
Number of |
|
|
|
Number of |
|
|
|
|
|
|
Group A |
|
Percentage of |
|
Group B Shares |
|
Percentage of |
|
|
|
|
Shares |
|
Group A |
|
beneficially |
|
Group B |
|
Percentage of |
Name |
|
beneficially owned |
|
Shares |
|
owned |
|
Shares (%) |
|
Shares (%) |
Şenol Kazancı |
|
— |
|
— |
|
— |
|
— |
|
— |
Figen Kılıç |
|
— |
|
— |
|
— |
|
— |
|
— |
Ayşe Nur Bahçekapılı |
|
— |
|
— |
|
— |
|
— |
|
— |
Melikşah Yasin |
|
— |
|
— |
|
— |
|
— |
|
— |
Salim Arda Ermut |
|
— |
|
— |
|
— |
|
— |
|
— |
Mehmet Naci İnci |
|
— |
|
— |
|
— |
|
— |
|
— |
Nail Olpak |
|
— |
|
— |
|
— |
|
— |
|
— |
Serdar Çetin |
|
— |
|
— |
|
— |
|
— |
|
— |
İdris Sarısoy |
|
— |
|
— |
|
— |
|
— |
|
— |
Ali Taha Koç |
|
— |
|
— |
|
— |
|
— |
|
— |
Kamil Kalyon |
|
— |
|
— |
|
— |
|
— |
|
— |
Ali Uysal |
|
— |
|
— |
|
— |
|
— |
|
— |
Kadri Özdal |
|
— |
|
— |
|
— |
|
— |
|
— |
Murat Akgüç |
|
— |
|
— |
|
— |
|
— |
|
— |
Mustafa Demirhan |
|
— |
|
— |
|
— |
|
— |
|
— |
Vehbi Çağrı Güngör |
|
— |
|
— |
|
— |
|
— |
|
— |
Erkan Durdu |
|
— |
|
— |
|
7,348 |
|
* |
|
* |
* |
Represents less than one percent. |
6.F Action to Recover Erroneously Awarded Compensation
Not Applicable.
154
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
7.A Major Shareholders
The following table sets forth information relating to ownership of our ordinary shares by shareholders known to us to beneficially own 5% or more of our outstanding ordinary shares and represents 100% of our Company’s capital. This information is current as of April 6, 2026 and, unless otherwise stated, is based on the information provided by the Central Securities Depository of Türkiye and company share register.
Our Company has two classes of shares. Group A shares, which grant certain nomination and voting privileges to holders thereof, correspond to 15% of the Company’s total issued share capital (“Group A Shares”). Group B shares are the ordinary shares of the Company and correspond to 85% of its total share capital (“Group B Shares”). The nomination privilege of Group A Shares (the “Nomination Privilege”) allows holders thereof to nominate four of the nine candidates for appointment as members of our Board of Directors, excluding independent members. The voting privilege of Group A Shares (the “Voting Privilege”) allows holders thereof to cast six votes for each Group A Share in respect of the appointment of (a) five members of our Board of Directors (four of whom are nominated pursuant to the Nomination Privilege), and (b) the Chairman of the presiding committee of our General Assembly of Shareholders. The Chairman of the Board of Directors is also elected amongst the members appointed through the exercise of the abovementioned privileges. Accordingly, as the sole holder of Group A Shares, TWF effectively has control of our Board of Directors.
155
For additional details regarding the voting rights, see “Item 10. Additional Information—B. Memorandum and Articles of Association—III. Capital Structure—d. Voting Rights.”
|
|
|
|
|
|
Percent of |
|
Percent of |
|
|
|
Nominal TRY |
|
Percent of |
|
Group A |
|
Group B |
|
|
|
Value of |
|
Shares |
|
Shares |
|
Shares |
|
Name and Address of Owner |
|
Shares Owned |
|
(%) |
|
(%) |
|
(%) |
|
TVF Bilgi Teknolojileri İletişim Hizmetleri Yatırım Sanayi ve Ticaret A. Ş.(1) |
|
576,400,000.24 |
|
26.2 |
% |
15.0 |
% |
11.2 |
% |
Ortaköy Mah. Muallim Naci Cad. |
|
|
|
|
|
|
|
|
|
Vakıfbank Apt. No: 22 |
|
|
|
|
|
|
|
|
|
Beşiktaş/İstanbul |
|
|
|
|
|
|
|
|
|
IMTIS Holdings S.à r.l.(1) |
|
435,600,000.00 |
|
19.8 |
% |
— |
|
19.8 |
% |
19 rue de Bitbourg |
|
|
|
|
|
|
|
|
|
L‑1273 |
|
|
|
|
|
|
|
|
|
Luxembourg |
|
|
|
|
|
|
|
|
|
Slim Family and entities listed as shareholders in the Schedule 13G dated April 6, 2026(2) |
|
111,225,301.00 |
|
5.1 |
% |
— |
|
5.1 |
% |
Paseo de las Palmas 736 |
|
|
|
|
|
|
|
|
|
Colonia Lomas de Chapultepec |
|
|
|
|
|
|
|
|
|
11000 Ciudad de Mexico, Mexico |
|
|
|
|
|
|
|
|
|
Shares Publicly Held(3) (4) |
|
1,076,774,698.76 |
|
48.9 |
% |
— |
|
48.9 |
% |
Total |
|
2,200,000,000.00 |
|
100.0 |
% |
15.0 |
% |
85.0 |
% |
| (1) | In October 2020, TWF, the wealth fund of the Republic of Türkiye, acquired control (indirectly through its wholly owned company TVF Bilgi Teknolojileri İletişim Hizmetleri Yatırım Sanayi ve Ticaret A.Ş.) of 26.2% of the outstanding shares of our Company, making it our largest shareholder. 19.8% of our shares are owned by LetterOne (through its wholly owned company IMTIS Holdings S.à r.l.; an entity in which LetterOne Investment Holdings S.A. has an indirect economic interest), our second largest shareholder. |
| (2) | The information in this table is based on information contained in a Schedule 13G filed jointly on April 6, 2026 by Carlos Slim Helu, Carlos Slim Domit, Marco Antonio Slim Domit, Patrick Slim Domit, Maria Soumaya Slim Domit, Vanessa Paola Slim Domit and Johanna Monique Slim Domit (collectively, the “Slim Family”), Grupo Financiero Inbursa, S.A.B. de C.V. (“GFI”), Control Empresarial de Capitales S.A. de C.V. (“Control Empresarial”), Fundacion Telmex, A.C. (“Fundacion Telmex”), Fundacion Carlos Slim, A.C. (“Fundacion Carlos Slim”). As stated in the Schedule 13G, as of April 4, 2026, (i) GFI indirectly owns 10,195,000 shares underlying ADSs of the Company; (ii) Control Empresarial, directly or indirectly, owns 30,433,598 shares underlying ADSs of the Company; (iii) Fundacion Telmex, directly or indirectly, owns 25,131,170 shares underlying ADSs of the Company; and (iv) Fundacion Carlos Slim, directly or indirectly, owns 45,465,533 shares underlying ADSs of the Company (representing collectively, 5.1% of the shares of the Company. As, further stated in the Schedule 13G, the address for each of GFI, Control Empresarial, Fundacion Telmex and Fundacion Carlos Slim is Paseo de las Palmas 781 Piso 3, Lomas de Chapultepec, Seccion III Miguel Hidalgo, Ciudad de Mexico, Mexico, 11000. |
| (3) | We calculate shares publicly held by deducting from total shares outstanding those shareholders named above. However, a different level of shares publicly held is arrived at when calculating according to Turkish regulations, see “Item 10. Additional Information—B. Memorandum and Articles of Association—III. Capital Structure —g. Free Float Definition Rules.” |
| (4) | As of April 3, 2026, Turkcell had 95,663,120 ADRs outstanding held by 50 registered ADR holders. |
156
Acquisition by TWF
On June 17, 2020, certain of the Company’s direct and indirect shareholders and Türkiye Varlık Fonu, the wealth fund of the Republic of Türkiye (“TWF”), acting through its management company, Türkiye Varlık Fonu Yönetimi A.Ş., issued press releases with respect to a series of agreements signed amongst them and certain of their related parties, including TVF BTIH and Ziraat Bankası.
Following these transactions, TVF BTIH holds a 26.2% direct interest in the shares of the Company, providing it with the Nomination Privilege and Voting Privilege described above.
According to Material Event Disclosure forms published on November 10, 2020 and November 13, 2020 on the Public Disclosure Platform by IMTIS Holdings, an entity in which Letterone Investment Holdings S.A. has an indirect economic interest, 110,000,000 of Turkcell’s shares (corresponding to 5% of the issued share capital of Turkcell) have been sold at Borsa İstanbul. The shares were sold to institutional investors through accelerated bookbuild process at an approximately 7% discount. Following completion of the transactions, IMTIS Holdings holds 19.8% of the shares of the Company.
The Turkish law establishing TWF provides that TWF is exempted from several laws, notably certain capital markets and competition laws. Notably, TWF is exempted from the application of Articles 23 (Significant transactions of corporations), 24 (Right to exit of shareholders in relation to significant transactions), 25 (Takeover bids), 26 (Mandatory takeover bids in the context of change of control) and 27 (Squeeze-out and sell-out rights) of the CMB Law, as well as the secondary CMB legislation relating to those articles, with regard exclusively to transactions enabling TWF to obtain control.
As disclosed in TWF’s regulatory filings with the SEC, TWF financed this acquisition through an acquisition loan under which payments will start approximately three years after the acquisition, and the Group A shares owned by TWF are subject to a three-year lock-up agreement. However, there are several circumstances under which the lock-up will not apply, among which: (i) if, following the transfer, TVF BTIH and its affiliates, cumulatively, continue to beneficially and legally own and have full economic exposure to at least 21.2% of the total issued and outstanding shares of Turkcell; (ii) any such transfer is carried out in connection with security created by TVF BTIH or any of its affiliates over its shares in Turkcell in favor of a lender in relation to a loan transaction; or (iii) any such transfer is a tender by TVF BTIH and its affiliates in any bona fide third party mandatory tender offer or voluntary tender offer made for all of the shares in Turkcell, or (iv) any such transfer is made pursuant to an “exit right” exercised in accordance with the terms of the CMB Law, the Exit Right Communiqué or the Turkish Commercial Code, but only where such “exit right” arises as a result of a transaction conducted by or decided upon by Turkcell.
7.B Related Party Transactions
We have entered into various agreements with our executive officers and with several of our current and former shareholders or affiliates of shareholders. We believe that all of such agreements are on terms that are comparable to those that would be available in transactions with unrelated parties. Our policy is to seek price quotes for services and goods we purchase and select the most favorable price. Additionally, our Board has adopted the “Rules to be Applied to Related Parties in Purchasing/Selling Assets and Services along with Transfers of Liabilities” to be applied by the relevant employees within the company and its group companies on November 24, 2014. For a discussion of our Related Party Transactions for fiscal year 2025, See Note 38 to our Consolidated Financial Statements included elsewhere in this annual report.
7.C Interests of Experts and Counsel
Not Applicable.
ITEM 8. FINANCIAL INFORMATION
8.A Consolidated Statements and Other Financial Information
Audited Consolidated Financial Statements as of December 31, 2025 and 2024 and for each of the years in the three-year period ended December 31, 2025, are included in “Item 18. Financial Statements.”
157
I. Legal Proceedings
The Company is involved in various claims and legal actions arising in the ordinary course of business. For a comprehensive discussion of these matters, please refer to Note 37 to our Consolidated Financial Statements included elsewhere in this annual report. Our material legal and regulatory disputes include, but are not limited to, tax assessments regarding the Special Communication Tax (SCT) and investigations by the Turkish Competition Authority.
Additionally, the Company is involved in several proceedings initiated by the Information and Communication Technologies Authority (ICTA).
While the Company vigorously defends its position in these matters, the ultimate outcome of such proceedings is subject to uncertainty.
II. Dividend Policy
We have adopted a dividend policy, which is included in our Corporate Governance Guidelines. Since 2004, the Board of Directors has endeavored to distribute cash dividends of at least 50% of our distributable net profits per fiscal year, although the payment of dividends remains subject to our cash flow requirements, applicable Turkish laws and the approval of, or amendment by, the Board of Directors and the General Assembly of Shareholders.
In order to comply with the CMB’s Communiqué on Dividends II-19.1 dated January 23, 2014, the Turkcell Board of Directors amended its dividend distribution policy proposal in February 2014, as stated below, which was approved by the Ordinary General Assembly held on March 26, 2015:
“The Company shall target a dividend payout of at least 50% of its distributable net income as cash. This policy will be subject to the Company’s cash projections, business outlook, investment plans and capital market conditions. The actual dividend decision will be made for each fiscal year separately with the approval of the General Assembly of Shareholders. Dividend distribution shall be started on a date to be determined by the General Assembly of Shareholders which shall not be later than the end of the respective year in which the General Assembly convenes. The Company, in accordance with laws and regulations, may consider distributing advance dividends or making the dividend payment in equal or unequal installments.
Additionally, in order to create added value for its shareholders, the Company may also consider share repurchase programs depending on the conditions set forth above and applicable regulation.”
In accordance with Turkish law, the distribution of profits and the payment of an annual dividend with respect to the preceding financial year are subject to a recommendation which may be made by the Board of Directors each year for approval by the shareholders at the annual general assembly. The Board may decide whether or not to recommend a distribution of profits together with the amount of dividends, and the shareholders, through the general assembly, may accept, amend or reject such proposal, if any. Dividends are payable on a date proposed by the Board of Directors and determined at the general assembly of shareholders, which date, under the CMB requirements, must be earlier than the end of the financial year in which the general assembly decides on dividend distribution. However, the CMB is authorized to designate another deadline for distribution of dividends in any given year.
Annual profits are calculated and distributed in accordance with our Articles of Association after deduction from our annual revenues of all expenses, depreciation, taxes, required reserves and any losses from the previous years.
For additional information regarding our recent dividend payments, see “Item 5. Operating And Financial Review And Prospects—B. Liquidity and Capital Resources—e. Dividend Payments.”
Pursuant to CMB regulations, the dividend distributions of publicly held companies are regulated as follows:
From the distributable net dividend calculated as per the CMB’s regulations, the entire amount calculated according to the CMB regulations regarding the requirement of minimum dividend distribution shall be distributed in the event such amount can be covered by the distributable net dividend in the statutory records. In the event that the entire amount cannot be covered by the distributable net dividend in the statutory records, the total distributable net dividend in the statutory records shall be distributed. In the event there is net loss in the financial statements prepared as per the CMB regulations or statutory records, there shall be no dividend distribution.
158
The Capital Markets Law, which came into force on December 30, 2012, stipulates that public companies shall distribute dividends in line with their dividend policy determined by their general assembly and in conformity with the relevant legislation. However, the law entitles the Board to regulate dividends. The CMB also published a Communiqué on Dividends (II-19.1) on January 23, 2014 which entered into force on February 1, 2014. Within the scope of the Communiqué, companies shall distribute dividends through a general assembly resolution in accordance with current legislation and the policies of the company. As per the Communiqué, dividends may be distributed in installments in case a general assembly resolution is adopted in this regard. The Communiqué also sets out the principles and procedures for the distribution of dividends. To the extent we declare dividends in the future, we will pay those dividends in Turkish Lira. In the case of ordinary shares held in the form of ADSs, dividends will be converted into U.S. Dollars by the depositary for the ADSs, to the extent it can do so on a reasonable basis, and will be distributed to the holders of the ADSs. Because exchange rates between the Turkish Lira and the U.S. Dollar fluctuate continuously, a holder of ADSs will be subject to currency fluctuation generally, but particularly between the date on which dividends are declared and the date dividends are paid. Under current Turkish regulations, dividends or other distributions paid in respect of the ordinary shares or ADSs generally will be subject to withholding taxes. See “Item 10. Additional Information—E. Taxation.”
For additional details regarding our dividend policy, See “Item 10. Additional Information—B. Memorandum and Articles of Association—III. Capital Structure—c. Dividend Distribution and Allocation of Profits.”
8.B Significant Changes
Except as disclosed elsewhere in this annual report, we have not experienced any significant changes since the date of our Consolidated Financial Statements included elsewhere in this annual report.
ITEM 9. THE OFFER AND LISTING
9.A Offer and Listing Details
Our capital consists of ordinary shares. Pursuant to an amendment in Turkish Capital Markets Law and a Communiqué issued by the CMB, our shares traded on the Borsa İstanbul were dematerialized as of November 2005. For detailed information on the dematerialization of our shares, see “Item 10. Additional Information—B. Memorandum and Articles of Association—III. Capital Structure—e. Transfer of Shares.”
Our ordinary shares are traded on the Borsa İstanbul under the symbol “TCELL” and our ADSs are traded on the NYSE under the symbol “TKC.” Currently two ADSs represent five of our ordinary shares. Our ADSs are evidenced by American Depositary Receipts (“ADRs”). On July 6, 2011, we signed an amended and restated Deposit Agreement (the “Deposit Agreement”) with Citibank N.A. (“Citibank”), as depositary (the “Depositary”), Turkcell and holders of ADRs, which transferred our ADR program from JPMorgan Chase Bank to Citibank.
Foreign-based taxpayers, natural persons and corporations are subject to 0% tax from capital gains. See “Item 10. Additional Information—E. Taxation.”
9.B Plan of Distribution
Not applicable.
9.C Markets
Our ADSs are traded on the NYSE under the symbol “TKC” and our ordinary shares are traded on the Borsa İstanbul under the symbol “TCELL.”
9.D Selling Shareholders
Not applicable.
159
9.E Dilution
Not applicable.
9.F Expenses of the Issue
Not applicable.
ITEM 10. ADDITIONAL INFORMATION
10.A Share Capital
Not applicable.
10.B Memorandum and Articles of Association
I. General
We are registered in the İstanbul Trade Registry under number 304844. Pursuant to Article 3 of our Articles of Association, as amended on October 21, 2020, at the Ordinary General Assembly, we are incorporated primarily to provide the services within the context of concession agreements signed with the Information Technologies and Communication Authority with regard to “Granting License of Establishing and Operating GSM Pan Europe Mobile Telephone System,” “Establishing, Operating and Providing IMT-2000/UMTS Infrastructures and Services” and “Authorization Certificate for Limited Usage Rights with regard to IMT Services” and other services under the relevant legislation and administrative acts.
Substantial changes to the Company structure were made with the amendments to the Articles of Association, which were approved by the Ordinary General Assembly on October 21, 2020. Within this framework, the major amendments are as follows:
| (i) | the number of the board of directors members was increased from seven to a total of nine; |
| (ii) | 15% of the total issued shares of Turkcell, owned by TVF BTIH as the surviving entity from the Turkcell Holding / TVF BTIH merger (See “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders”), were re-classified as a separate class of Group A Shares; |
| (iii) | Group A Shares refer to the privileged shares of the Company corresponding to 15% of the total issued share capital of Turkcell. Group B Shares refer to the ordinary shares of the Company corresponding to 85% of the total share capital of Turkcell. The Nomination Privilege of the Group A shares confers a privilege in relation to the appointment of the Board of Directors of Turkcell; (i) four members of the board of directors, excluding independent board members, shall be appointed by the General Assembly among the candidates nominated by the owners of Group A Shares; and (ii) the chairman of the board of directors shall be elected from the members of the board of directors elected through the exercise of the privileges granted to Group A Shares as set out below. In relation to Voting Privilege in the general assembly meetings of the Company, each Group A Share has six voting rights with respect to (i) the appointment of five members of the board of directors including four members of the board of directors appointed in accordance with the foregoing sub-paragraph (i); and (ii) the election of the chairman of the general assembly meetings. For the avoidance of doubt, in case the entire Group A Shares cease to be held by a single shareholder, all privileges granted under articles of association of the Company to the Group A Shares shall automatically terminate and, all Group A Shares shall automatically be converted into the Group B Shares with no privileges without any need for any further decision by the Board of Directors or the General Assembly of Turkcell |
| (iv) | the meeting quorum requirement of the board of directors requires five directors, and the decision quorum requires the affirmative vote of at least five directors; and |
| (v) | so long as the abovementioned privileges are in effect, unlimited authority to represent and bind Turkcell regulated under Article 370 of Turkish Commercial Code shall be exercised by two members of the board of directors of the Company, including at least one member of the board of directors of the Company appointed through the exercise of the said privileges by the holders of Group A Shares. |
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In addition to these amendments, another essential addition to the Articles of Association has been made by the newly introduced Article 26 titled Compliance with Corporate Governance Principals, which was not previously regulated in the Articles of Association.
By approval of the Ordinary General Assembly on September 13, 2023, amendments were made to the Articles of Association that expanded the Company’s ability to issue debt instruments and granted authority to the board of directors to issue debt instruments, including bonds convertible into stock, pursuant to the regulations of the Capital Markets Board.
By approval of the Ordinary General Assembly on May 15, 2025, amendments were also made to the Articles of Association that extended the validation period for the ceiling of registered capital granted by the Capital Markets Board and updated the Company’s headquarter’s address.
II. Board Members
a. General
According to our amended Articles of Association, the Board of Directors is comprised of nine members elected by the General Assembly. Each Board Member has equal voting rights; thus, each member has one voting right and there is no casting vote. Without prejudice to the provisions of the capital markets legislation, the Board of Directors convenes with the presence of minimum 5 members constituting the majority of full number of its members and resolves by the affirmative votes of at least 5 members present in the meeting. The Members may not vote on behalf of each other. The right to vote may not be exercised by anyone else through a power of attorney. Voting rights must be exercised by the member himself.
An increase in the number of members of the Board of Directors must be approved by the General Assembly. However, in a series of resolutions in 2013, the CMB appointed new members to our Board, who shall remain members until new members are elected or until the CMB announces a new resolution. With the Turkish Commercial Code number 6102 (“TCC”), which came into force on July 1, 2012, the requirement of having a share of the company in order to become a member of Board of Directors has been abolished. Those individuals who do not have any shares in the company have been provided with an opportunity to be elected as members of the Board of Directors and carry out such duty.
The TCC does not require a Board member to be a Turkish citizen. There is no minimum age for the directors, provided that a Board member has reached the age of majority, which is 18, and there is no mandatory retirement age under applicable law. The conditions to be a Board member are regulated by the TCC and the conditions to be an independent board member are regulated by the related CMB legislation.
For additional details regarding the election and appointment of Board Members, see “—III. Capital Structure—d. Voting Rights.”
b. Board Members’ Interest
The TCC forbids a board member from entering into a transaction with us in any area relating to business, either on the board member’s own behalf or on behalf of someone else, thus preventing the abuse of duty by board members and protecting our interests (TCC Article 395) without the authorization of the general assembly. Our general assembly may authorize our board members to enter into these types of transactions through a specific provision in our Articles of Association, or our general assembly may grant such a right on a yearly basis.
Board members who have conflicting interests cannot participate in and sign such resolutions. If we suffer any loss because of a board member’s failure to raise such an issue, the board member shall be held liable to compensate us for the loss incurred due to such matters related to relatives.
Under TCC Article 396, without the authorization of the general assembly, the board members are barred from participating in similar commercial activities outside our Company. Board members cannot become shareholders with unlimited liability or become board members of companies active in similar types of business. A specific provision in our Articles of Association or our general assembly may grant such a right on a yearly basis.
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Furthermore, based on the Corporate Governance Communiqué numbered II-17.1, which was published in the Official Gazette dated January 3, 2014, replacing the previous regulatory framework, in cases where shareholders having a management control, members of the board of directors, managers with administrative liability and their spouses, or relatives by blood or marriage up to second degree, conduct a significant transaction with the company or its subsidiaries which may cause a conflict of interest, and/or conduct a transaction on behalf of themselves or a third party, which is in the field of activity of the company or its subsidiaries, or become an unlimited shareholder to a corporation which operates in the same field of activity as the company or its subsidiaries, such transactions need to be included in the general assembly agenda as a separate item for providing detailed information at the general assembly meeting on the matter and need to be recorded in the minutes of the meeting.
c. Compensation
Any remuneration payable to Board members for their service shall be determined by the General Assembly. The Board of Directors lacks the authority to determine such remuneration. At the General Assembly meeting on September 13, 2023, monthly compensation for each Board member, including the Chairman, was set at a net amount of TRY 100.0 thousand. This was subsequently increased to a net of TRY 150.0 thousand at the General Assembly on May 2, 2024, with a provision for annual adjustments based on the average wage increase rate applied to Company employees. As of January 2025, the monthly compensation of the Chairman and each member of the Board of Directors was set at a monthly net total of TRY 244 thousand.
According to a CMB Communiqué Serial: IV, No: 56 Concerning the Establishment and Implementation of the Corporate Governance Principles, which was published in the Official Gazette dated December 30, 2011, a written Remuneration Policy for Board members and senior management was prepared. This Policy was posted on the Company’s website and submitted at the Annual General Assembly as a separate agenda item for information. The Corporate Governance Communiqué numbered II-17.1, which was published in the Official Gazette dated January 3, 2014 and replaced the Communiqué Serial: IV, No: 56, kept this requirement as a mandatory corporate governance principle dealing with Financial Rights of Board Members and Executives Having Administrative Responsibility. Payment plans such as stock options or those based on company performance are not used for the remuneration of independent board members. Remuneration of independent board members must safeguard their independence.
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d. Borrowing Power
To the extent the relevant provisions of Turkish law allow, the Board of Directors of our Company is the body entitled to, directly or through representatives authorized by the Board of Directors, resolve to exercise our powers to borrow money or give any form of guarantee or surety relating to our or any third party’s obligations. The CMB adopted a rule on September 9, 2009, which was announced in its weekly bulletin in connection with credit extensions, that public companies can provide guarantees or pledges, including mortgages, to third parties, provided such third party (i) is fully consolidated in the company’s financial statements or (ii) the ordinary business operations of the company directly requires providing guarantees, pledges or mortgages. At the Ordinary General Assembly held on April 29, 2010, Article 3 entitled Purpose and Subject Matter of Turkcell’s Articles of Association was amended in line with CMB’s rule dated September 9, 2009. Under our Articles of Association, our Board of Directors is authorized to issue debentures and other securities subject to the TCC, Turkish Capital Markets Law and other relevant legislation. Under Turkish Capital Markets Law, the total value of capital market instruments shall not exceed the amount specified by the CMB, for each type of instrument. However, as a general rule, the total value of debentures and other debt instruments that a publicly held company may issue as capital market instruments may not exceed the balance remaining after deducting the losses, if any, from the total sum of the outstanding and paid-up capital as shown on the latest independently audited financial statements submitted to the CMB, plus reserves and the revaluation fund stated in the latest financial statement approved by the General Assembly. Pursuant to Article 3 of our Articles of Association, as amended on October 2, 2009 at the Extraordinary General Assembly, and as effective on October 7, 2009, we can extend credits to companies in which we have direct or indirect shareholding interest, both in Türkiye and overseas, as well as to our main company and group companies, in Turkish Lira or other foreign currencies, on the condition that such extensions do not conflict with applicable laws and regulations. In addition, the TCC similarly allows group companies to extend credits and guarantees to each other without abusing their authority. The Corporate Governance Communiqué numbered II-17.1, which was published in the Official Gazette dated January 3, 2014, incorporated the rule which was announced in its weekly bulletin on September 9, 2009 in its Article 12. Furthermore, as per Article 12, board resolutions with regard to providing guarantees or pledges including mortgages within the framework of ordinary business operations of the company should be signed by the majority of independent board members. In case the majority of independent board members do not approve the resolution, dissenting opinions should be announced to the public. In such resolutions, related board members, if any, could not participate to the relevant board meeting. The CMB further took a decision, published in its weekly bulletin on January 27, 2016, according to which the provision of any guarantees and pledges, including mortgages by non-public affiliates in favor of their public parent company, does not conflict with Article 12.
Under Turkish law, representation authority of a joint stock company shall be exercised by its Board of Directors with joint signature, which means any and all borrowing transactions can be carried out with the joint signature of Board Members as a general principle. Having said that, within the scope of article A of the Company’s Internal Directive on Limited Authority (Internal Directive), a resolution must be adopted by the Board of Directors for borrowing transactions exceeding TRY 100,000,000. It is not possible to carry out these transactions without a Board of Directors resolution. However, borrowing transactions less than TRY 100,000,000 can be carried out with the joint signature of a Board Member and/or a signatory of a certain signatory group according to the monetary limits determined in the Internal Directive without the involvement of the Board of Directors.
On February 25, 2020, Law No. 7222 Amending Banking Law and Certain Other Laws established the debt instrument holders’ board (“DHIB”) in order to ensure that investors can jointly act and facilitate a restructuring in case of default. A Communiqué was published by the CMB on September 15, 2020, which namely regulates the quorum for DIHB resolutions and their effects on other investors, and sets forth that several main points in relation to DIHBs will be highlighted in the prospectus or the issuance certificate relating to the debt instrument, among which:
| ● | Invitation to DIHB meetings, |
| ● | Method of invitation, |
| ● | Announcement of the meeting and setting out its agenda, |
| ● | Meeting organization and covering its costs, and |
| ● | Criteria for determining attendees. |
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e. CMB Rules Regarding Transactions with Related Parties
The Company’s related party transactions are governed under the mandatory governance provision by the Capital Markets Board (the “CMB”) Corporate Governance Communiqué (II-17.1) article 9, as amended from time to time, which mandates oversight and transparency mechanisms. Under these regulations, the Company is required to obtain an independent valuation report from a CMB-authorized firm for any asset or service transfers with related parties that exceed a 5% threshold relative to the Company’s total assets or annual revenues. This requirement ensures that such transactions are conducted on an arm’s length basis and reflect fair market conditions.
Furthermore, any related party transaction deemed “material”‘—specifically those exceeding a 10% threshold of total assets, annual revenues, or market capitalization—requires the prior approval of a majority of the independent board members. Should a majority of independent members decline to approve a material transaction, the Board must publicly disclose the dissent and submit the transaction to the General Assembly for shareholder approval. During such General Assembly meetings, the transacting parties and their affiliates are strictly prohibited from voting. These resolutions are adopted by a simple majority of the disinterested shareholders present, with no specific meeting quorum required.
Consistent with these regulatory requirements, the Board adopted a comprehensive set of internal rules on November 24, 2014, titled “Rules to be Applied to Related Parties in Purchasing/Selling Assets and Services along with Transfers of Liabilities,” which governs the conduct of all relevant employees across the Company and its consolidated subsidiaries. By the operation of law, the Company has incorporated mandatory governance provisions including but not limited to related party transactions into its Articles of Association as well.
III. Capital Structure
a. General
Our Board of Directors has adopted the authorized share capital system which, under Turkish Capital Markets Law and Communiqué on principles regarding the registered capital system, allows us to increase our issued share capital up to the authorized share capital amount upon resolution by our Board and without need for further shareholder approval. On January 23, 2008, the CMB amended its Communiqué on principles regarding the registered capital system. According to this amendment, the registered capital ceiling authorization given by the CMB shall be valid for five years, including the year in which the authorization is granted. In an effort to harmonize new legislation with the Capital Markets Law numbered 6362, which entered into force on December 30, 2012, the CMB released the Communiqué on the Registered Capital System II-18.1 which became effective on December 25, 2013. The new Communiqué mostly includes regulations in line with the former Communiqué (Serial: VI, No: 38) and de facto practice of the CMB. As for the determination of the ceiling, the new Communiqué contemplates a limitation for the ceiling and states that the registered capital ceiling shall not be more than five times the issued capital or the equity, whichever is higher. The new Communiqué also sets out that the registered capital ceiling may be exceeded once within the scope of each ceiling (i) through conversion of all kinds of internal resources and dividends into the share capital; and (ii) as a result of transactions requiring general assembly resolutions such as mergers and spin-offs. However, both the former legislation and the new Communiqué provide that the registered capital ceiling may not be exceeded with capital increases through cash. As in the former regime, the registered capital ceiling approved by the CMB is valid for five years including the year in which the approval is granted. Upon the expiry of the term, even if the registered capital ceiling has not been reached, in order for the board of directors to adopt a capital increase resolution, the board of directors must obtain authorization for a new period at the first general assembly upon the approval of the CMB for the same ceiling, or a new ceiling. The authorization for the ceiling of registered capital granted by the CMB, is valid for the years 2025 through 2029. After the year 2029, it is mandatory for the Board of Directors to be able to resolve on share capital increases, to obtain the authorization of the General Assembly by also obtaining the CMB’s permit for a new ceiling amount to be valid for a term of up to five years. In the event such authorization is not obtained, the new Communiqué emphasizes that companies may not realize a capital increase through a board of directors’ resolution, whereas under the former Communiqué, companies were deemed to be excluded from the registered capital system. The increase of the registered capital ceiling, extension of the permission period, capital increase and relevant resolutions of the board of directors shall be disclosed to the public within the framework of the CMB disclosure rules. In any event, since the paid in capital of our company has reached the ceiling of the registered capital, Board of Directors shall seek the authorization of General Assembly to resolve on capital increase.
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b. Preemption Rights
We may increase our capital only through the issuance of new shares, and such issuances may come in the form of a rights offering or a bonus issue. Under Turkish law, existing shareholders are entitled to subscribe for new shares, also known as preemption rights, in proportion to their respective shareholdings each time we undertake a capital increase. Our Board of Directors will generally recommend that new shares be issued at prices equal to their nominal value, which entitles the existing shareholders to subscribe for shares at a significant discount from their current market price. The exercise of preemption rights by shareholders must be made within a subscription period which we announce, which may not be less than 15 days nor more than 60 days after the issuance of the preemption rights circular. Shareholders who do not wish to subscribe for new shares may sell their rights on the Borsa İstanbul (“BIST”). Any shares not subscribed to by the existing shareholders or purchasers of the rights coupons are sold on the BIST at the current market price. Any differences between the rights issue price and the price realized for the shares on the BIST would accrue to our surplus account. Preemption rights of shareholders related to a rights offering may be restricted wholly or in part either by an affirmative vote of the holders of a majority of the outstanding shares at an ordinary or extraordinary general assembly or a resolution adopted by the Board of Directors to such effect, provided that such authority is conferred upon the Board of Directors. CMB rules stipulate that such authority may be conferred upon the Board of Directors of companies that have received permission from the CMB to adopt the authorized capital system. As per the new Communiqué on the Registered Capital System II-18.1, the General Assembly shall approve the amendments to the articles of association with respect to granting authorization to the board of directors to restrict the pre-emptive rights of the shareholders to acquire new shares. Contrary to the former Communiqué, the new Communiqué has not foreseen a meeting quorum. With regard to the decision quorum, the former Communiqué differentiated between companies making an initial public offering and public companies, whereas the new Communiqué has not stipulated any such distinction. Accordingly, the new Communiqué regulates that shareholders holding 2/3 of the shares having voting rights shall provide affirmative votes. In addition, the new Communiqué has prescribed that if shareholders holding at least half of the voting shares are present at the meeting, the decision quorum shall be the majority of the shares participating in the meeting.
By the amendment to the Articles of Association, we have stated that the Board of Directors is not authorized to limit the pre-emption rights of the shareholders. The CMB further requires that the right of the Board of Directors to restrict the preemption rights of shareholders applies equally with respect to all shareholders. Under Turkish law, bonus issues may be undertaken in order to convert all or a portion of the revaluation fund and reserves of a company into share capital.
c. Dividend Distribution and Allocation of Profits
According to Capital Markets Law, we may freely determine the amount of dividends to be distributed based on the Dividend Policy, pursuant to applicable Turkish laws and upon the approval of, or amendment by, the Board of Directors and the General Assembly of Shareholders. The Board decides whether or not to recommend an allocation of profits, as well as the amount of dividends, and the shareholders, through the general assembly, may accept, amend or reject such proposal, if any.
The dividend distribution regime is governed by a CMB Communiqué on Dividends II-19.1 which was published in the Official Gazette dated January 23, 2014, numbered 28891, which entered into force on February 1, 2014. Within the scope of the Communiqué, companies shall distribute dividends through a general assembly resolution in accordance with current legislation and the policies of the company. As per the Communiqué, dividends may be distributed in installments in case a general assembly resolution is adopted in this regard. The Communiqué has also determined the principles and procedures for the distribution of dividends. The CMB allows public companies the possibility of choosing the timing and payment method of the dividend distribution on the condition that the company’s own dividend policy should regulate this. In any case, according to the new Communiqué, distribution should commence until the end of the financial year in which the general assembly decided on distributing a dividend.
In order to comply with this CMB’s Communiqué, the Turkcell Board of Directors amended its dividend distribution policy proposal in February 2014, as stated below, and approved by the Ordinary General Assembly held on March 26, 2015:
“The Company shall target a dividend payout of at least 50% of its distributable net income as cash. This policy will be subject to the Company’s cash projections, business outlook, investment plans and capital market conditions. The actual dividend decision will be made for each fiscal year separately with the approval of the General Assembly of Shareholders. Dividend distribution shall be started on a date to be determined by the General Assembly of Shareholders which shall not be later than the end of the respective year in which the General Assembly convenes. The Company, in accordance with laws and regulations, may consider distributing advance dividends or making the dividend payment in equal or unequal installments.
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Additionally, in order to create added value for its shareholders, the Company may also consider share repurchase programs depending on the conditions set forth above and applicable regulation.”
In alignment with the Capital Markets Law, the Communiqué on Dividends requires ground rules for donations: articles of association of public companies should contemplate donations and an annual upper limit should be determined by the General Assembly. This annual limit was set at 1% of the Turkcell Türkiye segment revenue, based on the previous fiscal year’s annual consolidated financial statements, for the years 2023, 2024, and 2025. Special provisions were enacted following the Southeastern Türkiye Earthquakes. Following the Southeastern Türkiye Earthquakes, the CMB by its decision, dated February 9, 2023, allowed public companies to make donations above this upper limit by a board decision on the condition that donations thus made must be approved by the next upcoming general assembly. On February 16, 2023, our Board resolved to make in-kind and/or cash donation and provide all the appropriate benefits and aid up to TRY 3.5 billion to the earthquake victims directly and/or through the Ministry of Interior Disaster and Emergency Management Presidency (“AFAD”), the Turkish Red Crescent (“Kızılay”) and/or other institutions and organizations announced by mentioned agencies. These transfers were approved at the General Assembly on September 13, 2023, with donations executed in two installments in September 2023 and January 2024. Most recently, on May 15, 2025, shareholders again approved the 1% of the Turkcell Türkiye segment revenue limit for 2025. Additionally, the assembly approved the amended Turkcell Donation Policy, which had been adopted by the Board of Directors on March 25, 2025.
Dividends are payable by transfer to the account of the shareholders with a bank in Türkiye corresponding to the relevant portion of their shares. Shareholders’ entitlement to cash dividends remains in effect for a period of five years following the date of the general assembly approving such distribution, after which time they are transferred to the Turkish government.
Part of our remaining net profit may be distributed to our shareholders as a second dividend or retained by us as retained earnings, all at the discretion of our general assembly.
For additional details regarding our dividend policy See “Item 8 Financial Information—A. Consolidated Statements and Other Financial Information—II. Dividend Policy.”
d. Voting Rights
Prior to the amendments to the Articles of Association of the Company in 2020, shareholders were entitled to one vote per share on all matters submitted to a vote of our shareholders. Contrary to the previous Articles of Association of Turkcell, the current Articles of Association of Turkcell which were approved by the Ordinary General Assembly on October 21, 2020 provide for privileged shares.
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Group A Shares of Turkcell refer to the privileged shares of the Company corresponding to 15% of the total issued share capital of Turkcell. Group B Shares refer to the ordinary shares of the Company corresponding to 85% of the total share capital of Turkcell. The Nomination Privilege hereunder means in relation to the appointment of the Board of Directors of Turkcell; (i) four members of the board of directors, excluding independent board members, shall be appointed by the General Assembly among the candidates nominated by the owners of Group A Shares; and (ii) the chairman of the board of directors shall be elected from the members of the board of directors elected through the exercise of the privileges granted to Group A Shares as set out below. In relation to Voting Privilege in the general assembly meetings of the Company, each Group A Share has six voting rights with respect to (i) the appointment of five members of the board of directors including four members of the board of directors appointed in accordance with the foregoing sub-paragraph (i); and (ii) the election of the chairman of the general assembly meetings. For the avoidance of doubt, in case the entire Group A Shares cease to be held by a single shareholder, all privileges granted under articles of association of the Company to the Group A Shares shall automatically terminate and, all Group A Shares shall automatically be converted into the Group B Shares with no privileges without any need for any further decision by the Board of Directors or the General Assembly of Turkcell. As disclosed in TWF’s regulatory filings with the SEC, TWF financed this acquisition through an acquisition loan under which payments will start approximately three years after the acquisition, and that the Group A shares owned by TWF Group are subject to a three-year lock-up agreement. However, there are several circumstances under which the lock-up will not apply, among which: (i) if, following the transfer, TVF BTIH and its affiliates, cumulatively, continue to beneficially and legally own and have full economic exposure to at least 21.2% of the total issued and outstanding shares of Turkcell; (ii) any such transfer is carried out in connection with security created by TVF BTIH or any of its affiliates over its shares in Turkcell in favor of a lender in relation to a loan transaction; or (iii) any such transfer is a tender by TVF BTIH and its affiliates in any bona fide third party mandatory tender offer or voluntary tender offer made for all of the shares in Turkcell, or (iv) any such transfer is made pursuant to an “exit right” exercised in accordance with the terms of the CMB Law, the Exit Right Communiqué or the Turkish Commercial Code, but only where such “exit right” arises as a result of a transaction conducted by or decided upon by Turkcell.
CMB Communiqué Serial IV, No. 56 dated December 30, 2011 (See “Item 16.G. Corporate Governance” for further information), initially stated that transactions considered as material (transfer, acquisition or lease of all or significant portion of company assets or constitution of limited property right there on; providing concession or changing content or subject of existing concessions and being delisted) under certain conditions those material transactions will need to be approved by the General Assembly. In the event that parties to such transactions are related parties, such related parties shall not vote at the general assembly. However, the topic has once again been regulated by another CMB Communiqué Serial IV, No. 63 dated February 22, 2013, and the term of “material transactions” with regard to the implementation of Corporate Governance Rules is again exhaustively defined in parallel with the Communiqué dated 2011.
On December 24, 2013, the CMB issued the Communiqué No. II-23.1 on Common Principles Regarding Material Transactions and the Right of Separation. The CMB Communiqué No. II-23.1 which has been amended and published in the Official Gazette No.30395 dated April 18, 2018, added another item to the list where no right of separation shall arise: in case any asset transfer is not made to related parties and a minimum of 90% of the funds to be acquired as a result of such transfer is used for the payment of debt of the publicly-held company, arising from cash loans from banks or in connection with any debt instrument issued by such publicly held companies, within one month as of the receipt of the funds, no right of separation shall arise.
On February 25, 2020, Law No. 7222 Amending Banking Law and Certain Other Laws (“Amendment Law”) was published in the Official Gazette and brought several amendments to the Capital Market Law including in relation to material transactions. Through the Amendment Law, the definition of material transaction does not cover (i) changing company type and dissolution; (ii) transfer or leasing of total or substantial part of assets or establishing rights in rem thereon; (iii) alteration of the field of activity totally or substantially and (iv) de-listing from the stock exchange.
Under a new Communiqué which entered into force in June 2020 and introduces significant changes to the Communiqué numbered II-23.1, the following transactions of public companies will constitute material transactions, and the CMB has the authority to consider other transactions as material transactions, if such transactions are fundamental transactions that might affect investment decisions of investors by making foundational changes in company’s main activities or substantially altering its ordinary business:
| ● | Participating in mergers and demergers specified under Article 5 of the New Communiqué, |
| ● | Transferring a significant amount of assets, or concluding transactions resulting in such transfer or establishing limited rights in rem on such assets, |
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| ● | Changing company’s legal form, and |
| ● | Granting new privileges, altering the scope or subject of existing privileges. |
Furthermore, while under the previous Communiqué, the significance threshold for asset transactions was 50% of the reference values stated in the communiqué, under this new Communiqué this threshold is increased to 75%.
Moreover, a more flexible regulation was established for minority shareholders exercising their rights of separation in relation to material transactions. The right of separation may only be exercised by shareholders for the shares they owned at the time of the public disclosure regarding the material transaction. The exit price will no longer be calculated based on the weighted average in the exchange within the preceding 30 days; instead, the exit price will use a fair value pursuant to the principles to be determined by the CMB. With the Amendment Law public companies may offer exiting shareholders’ shares to other shareholders and/or investors before they can acquire them.
e. Transfer of Shares
The current Articles of Association of Turkcell approved by the Ordinary General Assembly on October 21, 2020 provides for privileged shares and certain outcomes of share transfers pertaining to privileged shares. In case the entire Group A Shares cease to be held by a single shareholder, all privileges granted under the Articles of Association of the Company to the Group A Shares shall automatically terminate and, all Group A Shares shall automatically be converted into the Group B Shares with no privileges without any need for any further decision by the Board of Directors or the General Assembly of Turkcell.
Subject to the limitations described below, shares may be sold and transferred by endorsement and delivery.
In practice, shares in registered form traded on the BIST are represented by the share certificates endorsed in blank, enabling such shares to be transferred as if they were in bearer form. As per the amendment in the then in force Capital Markets Law and a Communiqué issued by the CMB in this respect, our Company’s shares traded at the Borsa İstanbul were dematerialized as of November 2005.
Concerning registration of share transfers, the Company will take into account the Central Securities Depository of Türkiye’s data without requiring any application from the interested parties. Provisions regarding the nominal values of the share certificates of the Company are regulated in the temporary article of the Company’s Articles of Association and such article was approved at the Ordinary General Assembly Meeting on April 29, 2005. The temporary article reads as follows:
In connection with the Code numbered 5274 Regarding the Amendment of Turkish Commercial Code, in order to increase the nominal value of the shares to one New Turkish Liras, 1,000 units of shares, each having a nominal value of 1,000 Turkish Liras shall be merged and one unit of share having a nominal value of one New Turkish Liras shall be issued to represent such shares. Fraction receipt shall be issued for the shares that could not be complemented up to TRY 1. In relation to such change, the shareholders’ rights arising out of their shares are reserved. In connection with such transaction, the 1st, 2nd, 3rd and 4th series of share certificates which represent the existing share capital shall be merged in the 5th series. In connection with the transactions of share change and merger of series, the shareholders’ rights arising out of their shares are reserved. The transactions regarding the change in share certificates shall be commenced by the Board of Directors of the Company after the dematerialization of Capital Markets instruments is put into practice and within the framework of related regulations.
Decree 32 on the Protection of the Value of the Turkish Currency originally issued in August 1989, as amended from time to time, provides that persons not resident in Türkiye may purchase and sell our shares, provided that such purchase is affected through a bank or broker authorized pursuant to applicable Turkish capital markets legislation. Turkish capital markets legislation requires that shares of a company quoted on a Turkish securities exchange be traded exclusively on such exchange. The CMB has indicated that this requirement applies only to intermediary institutions licensed for trading on the stock exchange and to trade orders placed with them by investors. Accordingly, our shareholders that are not resident in Türkiye may transfer such shares only on the BIST. This requirement does not apply to transfers of ADSs.
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Under Turkish law, in the event that one of our shareholders transfers shares to any other shareholder or to any other third party investor, either foreign or local, the Ministry of Industry and Technology, Directorate General of Incentive Implementation and Foreign Direct Investment must be notified within one month of the transfer of shares. This requirement does not apply to transfers of ADSs.
Under Article 8 of the Electronic Communications Law, electronic communications services is rendered and/or electronic communications network or infrastructure is established and operated following the authorization made by the ICTA. Authorization is granted through the notification made in accordance with the principles and procedures determined by the ICTA, in case the resource allocation is not necessary, or given of usage right, in case the resource allocation, which means allocation of frequency, satellite position etc., is necessary. Furthermore, under the Authorization Regulation Regarding Telecommunication Services and Infrastructure Regulation, the ICTA must be notified in case of any share transfers within one month of the transfer of shares at the latest and in the event that the share transfer results in a change in control, such transfer of our shares by any of our shareholders should be realized with the written permission of the ICTA. This requirement does not apply to transfers of ADSs.
f. Disclosure of Beneficial Interests in the Shares
The Turkish regime on public disclosure for listed companies is primarily governed by the article 15 of the Capital Markets Law No. 6362 and the CMB Communiqué on Public Disclosure of Material Events (II-15.1) (“Communiqué No. II-15.1”), dated January 23, 2014. Under these regulations, “insider information”—defined as any non-public information that may significantly affect the value of capital market instruments or investors’ decisions—must be disclosed to the public immediately. However, listed companies may delay the disclosure of insider information to protect their legitimate interests, provided that such delay does not mislead the public or cause market manipulation. These procedures follow the standards established by the CMB’s guidelines on material event disclosures issued on June 27, 2014, and subsequently amended on February 10, 2017.
Pursuant to Communiqué No. II-15.1 and the Capital Markets Law, persons having administrative responsablity (“PHARs”) and persons closely related to them are required to report their transactions in the issuer’s capital market instruments. PHARs are defined by function of their authority and access to privileged information; they include board members and individuals who have direct or indirect regular access to inside information and the authority to make managerial decisions impacting the issuer’s future development and commercial targets. “Persons closely related” to PHARs include spouses, children, persons sharing the same household with the PHAR at the time of the transaction, as well as legal entities, institutions, or partnerships managed by, controlled by, founded in the interests of, or sharing the same economic interests, as the PHARs.
Reporting obligations are triggered for PHARs (together with their closely related persons) once their annual volume of transactions exceeds a designated threshold. Adjusted annually by the CMB for the year 2026, the threshold has been set at TRY 15 million. Once this threshold is exceeded in respect of the capital markets instruments of a particular issuer, the transaction that resulted in the threshold being exceeded, plus any subsequent transactions for the remainder of the calendar year, must be reported (while for transactions relating to capital market instruments other than publicly offered shares, once the threshold is exceeded, all transactions carried out during the relevant calendar year must be disclosed, including those that preceded the crossing of the threshold). Furthermore, under Article 12 of Communiqué No. II-15.1, threshold-crossing reporting obligations apply to shareholders. Any natural or legal person, or persons “acting together,” must make a disclosure if their direct or indirect shareholding or voting rights in a publicly-traded issuer reach, or fall below, the following specific thresholds: 5%, 10%, 15%, 20%, 25%, 33%, 50%, 67% or 95%. Persons “acting together” are defined as natural and/or legal entities cooperating under an explicit or implicit, verbal or written agreement with the intention of changing the capital structure or management control of an issuer.
Under the Capital Markets Law, failure to comply with these obligations may result in administrative monetary fines imposed by the Capital Markets Board (CMB). The determination of the applicable fine falls strictly within the discretion of the CMB, which takes into account the nature, severity, and consequences of the breach, including whether any benefit was obtained from the non-compliance.
The CMB also enforces a “short-swing-profit rule” under Article 103/4 of the Capital Markets Law and the Communiqué No. VI-103.1 (published December 12, 2013). This rule mandates that board members, committee members and other PHARs must pay to the issuer any net gains obtained from the purchase and sale of the issuer’s capital market instruments within any six-month period.
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Pursuant to the Capital Markets Law and the Communiqué on Tender Offer II-26.1 (published January 23, 2014) (“Communiqué No. II-26.1”), any acquisition of management control in a public company triggers a mandatory tender offer (“MTO”). Management control is generally deemed to exist where a shareholder, alone or acting in concert, holds the majority of the voting rights or has the power to appoint or nominate the majority of the board of directors. However, under amendments dated February 27, 2015, January 2, 2019, and October 16, 2021 (Communiqué No. II-26.1.c), certain exceptions apply including (but not limited to) cases where control is shared under a shareholders’ agreement without a change in ultimate control, intragroup transfers, certain capital increases, and other circumstances expressly recognized by the CMB. Furthermore, Law No. 7222 (dated February 25, 2020) introduced certain limitations regarding the scope of shareholders eligible to benefit from the MTO, particularly with respect to the timing of share ownership.
The rights of controlling shareholders to “squeeze-out” minority shareholders and the reciprocal “sell-out” rights of minority shareholders are regulated under Article 27 of the Capital Markets Law No. 6362 and the Communiqué on Squeeze-out and Sell-out Rights (II-27.3), dated November 12, 2014 and as amended from time to time.
Under this current regime, if a shareholder’s total voting rights (including shares held directly and indirectly, as well as those held by persons acting in concert) reach or exceed 98% of the total voting rights of a public company, the controlling shareholder gains the right to squeeze-out all remaining minority shareholders, who in turn gain a sell-out right. However, pursuant to the amendments that came into force in January 2021, the following specific cases do not trigger squeeze-out or sell-out rights even if the 98% threshold is reached: when the controlling shareholder reaches the threshold by exercising pre-emption rights in a capital increase where such rights are not restricted; or when the threshold is reached through the acquisition of new shares issued via the capitalization of internal resources or dividends.
Once the 98% threshold is reached through other means and publicly disclosed, minority shareholders have a statutory period of three months to exercise their sell-out rights. Following the expiration of this period, the controlling shareholder may exercise the squeeze-out right within a subsequent three-month period. The purchase price is determined as the highest of (i) the average weighted daily exchange prices for the 30-day period prior to the public disclosure of reaching the 98% threshold, (ii) the price determined in a mandatory valuation report, and (iii) the highest price paid for the same class of shares in any tender offer or share acquisition by the controlling shareholder within the one-year period prior to the disclosure.
g. Free Float Definition Rules
43.07% of our shares are listed on the stock exchange, and the number of our Company’s free floating shares as of April 3, 2026 was 947,617,172 according to the “Report on Free Float Ratios” released by the Central Securities Depository of Türkiye in accordance with the CMB’s decision 21/655 of July 23, 2010, as amended by its decision 24/729 of August 18, 2010, and its free float ratio was 53.95%. The difference between these rates may result from the exclusion of shares which are: i. held by a public entity, ii. held by the company’s incorporators and its affiliates (companies subject to consolidation), iii. held by shareholders who may be a natural person or a corporate body and control at least 10% of the Company’s capital (following the amendment by the CMB’s decision 31/1059 of October 30th, 2014), iv. held by a) the members of the Company’s Board of Directors and the Board of Auditors, b) General Manager or executives who are equal to or superior to a general manager in terms of their powers and functions, c) senior executives who report to General Manager or executives who are equal to or superior to a general manager in terms of their powers and functions, v. owned by the savings funds or foundations of companies, vi. provided as equity capital pursuant to regulations applicable to the capital markets legislation or as a collateral in respect of a margin trading or as a collateral except the ones which are given as a collateral only for Central Depository Bank markets, vii. which are legally restricted and cannot be subject to purchase and sale, viii. prohibited, ix. “seized” in the definition of free float ratio. The difference may result from one or more situations described in the decision and it is not possible for our Company to obtain further information.
h. Trading Rules
As per the Borsa İstanbul Equity Market Directive, the requirements for companies for their shares to be traded in the category called BIST Stars as of April 6, 2026 are as follows:
| ● | market cap greater than TRY 6 billion; |
| ● | market cap of shares in actual free float greater than TRY 1 billion; |
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| ● | free float ratio greater than 10%; |
| ● | if the company has preferred stocks, free float ratio smaller than 90%; |
| ● | total domestic fund investment greater than TRY 30 million; and |
| ● | liquidity to be smaller than 0.15. |
Moreover, companies that have more than TRY 3 billion of market cap of shares in actual free float and liquidity less than 0.1; will be traded in BIST Stars, regardless of the other criteria.
According to the latest CMB decision, Turkcell is listed under BIST Stars.
i. Protection of Minority Shareholders
Under Turkish law, minority shareholders, defined as those who hold 5% or more of our share capital, have the right, among other things, to request our Board of Directors to:
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invite the shareholders to an extraordinary general assembly; |
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request that a matter be included on the agenda at both ordinary and extraordinary general assembly; |
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request the appointment of special auditors; if the general assembly rejects this request, minority shareholders may apply to the court for the appointment of a special auditor; |
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take action against Board members who have violated the TCC or the articles of association of a company or who have otherwise failed to perform their duties; |
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pursuant to the TCC, provided there is a good reason, claim from the competent court to rule in favor of dissolution of the Company; and |
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if provided by the Articles of Association of the Company, certain minority groups may be represented at the Board of Directors. |
According to the Capital Markets Law, in the event a shareholder votes against a material transaction at a general assembly meeting, as briefly described above, such shareholder obtains a right to exit from the company by selling his/her shares. If the shareholder uses that right, the company is required to purchase the shareholder’s shares.
j. Liquidation
In the event of liquidation, our shareholders are entitled to participate in any surplus in proportion to their shareholdings.
k. Changes in Capital Structure
Any increase in our Company’s registered capital ceiling requires an amendment to our Articles of Association and therefore shareholder approval through a general assembly. Such amendment is subject to the prior approval of the Ministry of Trade and the CMB. Our Board of Directors may also restrict the rights of existing shareholders and offer new shares to third parties. Changes in the voting and dividend rights of our shareholders require an amendment to our Articles of Association and approval by the General Assembly. Such amendment is also subject to the prior approval of the Ministry of Trade and the CMB. Furthermore, under the Turkish Commercial Code, during the general assembly meetings held to amend the articles of association of a joint stock company, each share shall be entitled to only one vote, even if otherwise is provided under its articles of association.
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Any decrease in our share capital requires an amendment to our Articles of Association. If we undertake to cancel our shares, we must notify any existing creditors, and within two months of notification, they may request payment or, if their receivables are not due and payable, we must create a security interest in their favor. Capital reduction is rarely applied in Türkiye.
l. Share Buybacks
The TCC and the Share Buyback Communiqué dated January 3, 2014 allow public companies to repurchase up to 10% of their share capital, regulate the principles and procedures of share buybacks or the establishment of pledges over their own shares by public companies and require such transactions to be approved by the shareholders.
Historically, some exceptional situations affecting Turkish capital markets forced the CMB to temporarily adapt these rules. Notably, on July 21, 2016 (following the coup attempt), and subsequently on February 14, 2023 (following the Southeastern Türkiye earthquakes), the CMB introduced an exceptional regime. Under this framework, the CMB temporarily removed the buyback threshold of 10% of the share capital and authorized Turkish public companies to conduct share buybacks based solely on board of directors’ resolutions, without the need for prior shareholder approval.
Although the CMB mandated a wind-down of previous temporary measures on August 1, 2024, it reinstated the exceptional emergency regime on March 19, 2025, once again allowing board-authorized buybacks without prior shareholder approval and removing the 10% limit. On March 23, 2025, the CMB further eased these conditions (e.g., removing the requirement to limit repurchase amounts to sources subject to profit distribution), until August 29, 2025. Following the conclusion of these exceptional situations, the CMB reverted to the main regime on September 1, 2025. The Company has implemented its Company Share Buyback Program. See “Item 16.E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers” for a description of the Company’s share buybacks.
m. General Assemblies
Right holders, who have a right to attend the general assembly meetings, can attend such meetings by electronic means pursuant to article 1527 of the TCC. Pursuant to the Communiqué on Electronic General Assembly Meetings held in Joint Stock Companies, the Company shall invite the right holders to attend, to deliver an opinion and to vote by electronic means.
According to the TCC, the general assembly meeting procedures should be regulated under the Internal Guidelines to be approved by the General Assembly and registered at the Trade Registry. Accordingly, general assembly meeting procedures shall be executed with the related provisions of the TCC, Articles of Association and the Internal Guidelines.
The following matters are among those required by the TCC and our Articles of Association to be included on the agenda of ordinary general assembly meeting:
| ● | review of the annual reports of our Board of Directors and the auditors; |
| ● | the approval, amendment or rejection of the statement of financial position and statement of profit and loss prepared for the preceding financial year, the release of our Board of Directors from liability in respect of actions taken by them in the preceding financial year, and the proposals of our Board of Directors for the allocation and distribution of any of our net profits; |
| ● | the approval of the remuneration of the Board members; and |
| ● | the re-election or replacement of directors and/or auditors whose terms of office have expired. |
Shareholders representing at least 5% of our share capital may, by written notice, require any additional matters to be included on the agenda for discussion at any of our general assemblies.
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Notices covering general assemblies (including postponements and rescheduling), which include the agenda of any such general assembly, must be published in the Trade Registry Gazette and Turkish local newspaper published where the headquarter of our Company is located, determined by us, at least two weeks before the date fixed for the meeting in accordance with the TCC and three weeks before the date fixed for the meeting in accordance with CMB regulation. The TCC requires us to send notice of any general assembly by registered mail to each person registered in our books as a holder of shares and to those shareholders who have deposited at least one share certificate representing shares with us and have indicated a notice address. Under the Capital Markets Law, such notice requirement does not apply to holders of registered shares, which are also traded in the stock market.
Any shareholder holding any of our shares (excluding ADRs) and wishing to attend general assembly meetings to vote must present his/her identification document to our Head Office before the start of the meeting in order to obtain an entry permit for that meeting. Holders of the non-public registered shares in our share book of registered shares need not comply with such requirement to attend a general assembly. Any shareholder not wishing to attend any such general assembly in person may appoint another person as a proxy. Shareholders attending the general assembly meeting by electronic means should follow the procedures established by the related legislation.
Except as set out by the provisions of the TCC and our Articles of Association, the required quorum at any general assembly is shareholders representing at least one-quarter of the share capital as per the TCC. If such quorum is not present when a general assembly is convened, the meeting shall be adjourned, in which event the meeting is reconvened within a month, with shareholders or their proxies present at such meeting. Resolutions of general assembly meetings must be passed by a majority of the shareholders or their proxies present at such meetings.
As per the Capital Markets Law, unless a higher quorum is accepted in the articles of association of public companies, affirmative votes of two-thirds of shareholders representing the share capital present at the general assembly (and this, without requiring a quorum) is needed for the following decisions: restricting preemptive rights of shareholders, authorizing the Board to restrict such preemptive rights in a registered capital system and reduction of the share capital and material transactions of the company as defined by the law. Nevertheless, if shareholders representing at least half of the company share capital are present at the meeting, simple majority decides unless a higher quorum is accepted by the articles of association.
In addition, the Capital Markets Law stipulates that the CMB may require including some topics in the General Assembly agenda to be discussed or to inform the shareholders at the General Assembly.
At the ordinary general assembly meeting held on October 21, 2020, amendments were made to the Articles of Association of our Company. While the meeting quorum requirement at general assemblies remains unchanged as 51% of our share capital, resolutions of our general assemblies must be passed by the shareholders (or their proxies) representing the majority of the votes of the shareholders present at that meeting, by observing the provisions of Article 7 of our Articles of Association where a Voting Privilege is granted to Group A shares of the Company, corresponding to 15% of the Company’s share capital. In line with the Voting Privilege granted, Group A shares are given the privilege of voting as to give six voting rights to each Group A share for the appointment of five members of the Board of Directors, excluding independent members, four of which are nominated in accordance with the Nomination Privilege, as well as the Chairman of the General Assembly.
In the event that the above quorums are not met or preserved at the first meeting, the General Assembly quorums shall be subject to provisions of TCC and capital markets legislation for the second meeting.
The quorum requirement at general assemblies convened to increase our share capital ceiling is 51% of our share capital. Resolutions of general assemblies relating to capital increases must be passed by a majority of our shareholders or their proxies present at such meeting.
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The meeting quorum requirement at general assemblies convened to amend our Articles of Association (excluding capital ceiling increase) is two-thirds of our share capital. Resolutions of our general assemblies to amend our Articles of Association (excluding capital ceiling increase) shall be passed by the shareholders (or their proxies) representing at least 2/3 of the votes of the shareholders present at that meeting. The amendments to the Articles of Association violating the privileges established for Group A Shares will not apply without the approval of the Special Assembly of Privileged Shareholders in accordance with the Article 454 of TCC.
Changing our jurisdiction or increasing the obligations of the shareholders in relation to reimbursement of loss in the balance sheet requires unanimous shareholder approval.
CMB’s Administrative Fines: Change in Principle
On February 25, 2020, through the Law No. 7222 Amending Banking Law and Certain Other Laws, Capital Markets Law Article No.103 was amended so that administrative fines are indexed to a public company’s financial performance instead of yearly updated fixed administrative fines. Accordingly, administrative fines are calculated up to a maximum of the greater of 1% of gross sales proceeds or 20% of earnings before tax.
n. Inflation Accounting
On November 23, 2023, the Public Oversight, Accounting, and Auditing Standards Authority of Türkiye (POA) announced that companies applying Turkish Financial Reporting Standards must adjust their financial statements for hyperinflation under TAS 29, effective for periods ending December 31, 2023. Concurrently, the Ministry of Treasury and Finance issued General Communiqué No. 555 on December 30, 2023, outlining the procedures for inflation adjustments in statutory financial statements. Consequently, tax bases were adjusted for the effects of inflation as of year-end 2023; however, the resulting adjustment differentials were not subject to taxation. As a result of the inflation adjustment applied to the financial statements dated December 31, 2023, the adjustment differentials that determined earnings will not be subject to tax.
In line with these requirements, the Capital Markets Board (CMB) issued decisions on December 28, 2023, and March 7, 2024, mandating inflation accounting under TAS 29 for regulated companies providing, specific guidelines for both interim and year-end financial reporting. The CMB also established framework for dividend distributions to ensure alignment with these accounting standards, which did not materially impact the Company’s dividend status. The ongoing application of TAS 29 to our financial statements continues to adjust our key financial metrics, including the reported net income. As net income serves as the statutory basis for profit distribution, our dividend capacity remains subject to these inflationary accounting adjustments throughout the periods in which such standards are applied.
Following the 2024 implementation, subsequent legislative changes altered the framework for future periods. Under General Communiqué No. 582 (February 15, 2025), taxpayers were initially exempted from applying inflation adjustments for the first three provisional tax periods of 2025. This was later formalized by Law No. 7571 (December 25, 2025), which stipulated that inflation adjustments would not be applied for the fiscal years 2025, 2026, and 2027, regardless of whether the statutory conditions for hyperinflation are met.
As a result of these legislative changes, inflation accounting was not applied to our statutory financial statements for 2025. In accordance with Article 298(Ç) of the Tax Procedure Law, as inflation adjustment conditions were deemed not to have materialized for this period, the Company performed a revaluation of its depreciable assets. For further details, see ‘Taxation Issues in the Telecommunications Sector and Other Sectors in which the Company Operates - Revaluation of Depreciable Assets.’
10.C Material Contracts
Other than in the ordinary course of business and those described in “Item 4. Information on the Company” or elsewhere in this annual report, we have not entered into any material contract during the two years immediately preceding the date of this annual report.
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10.D Exchange Controls
Banks in Türkiye set their own foreign exchange rates independently of those announced by the CBRT. Pursuant to Decree No.32, most recently amended in March 2025, the government eased and ultimately abolished restrictions on the convertibility of the Turkish Lira for current account and non-resident capital account transactions by facilitating exchange of the proceeds of transactions in Turkish securities by foreign investors, which enabled Turkish citizens to purchase securities on foreign exchanges. These changes also permitted residents and non-residents to buy foreign exchange without limitation, and to transfer such foreign exchange abroad without ministerial approval. The March 2025 amendments to Decree No. 32 introduced further changes, including an increase in the limit for taking Turkish Lira abroad without a cash declaration requirement from TRY 25,000 to TRY 185,000, new rules on derivative and leveraged transactions requiring Turkish residents to use Capital Markets Board-authorized intermediaries and new provisions permitting direct shareholders and group companies of Turkish resident borrowers to provide foreign currency guarantees and sureties for foreign currency loans obtained from Turkish banks and financial institutions. Additionally, effective March 6, 2025, the prohibition on foreign currency payments in contracts for the sale of movable goods between Turkish residents was removed, with the exception of vehicle sales contracts.
Turkish citizens are permitted to buy unlimited amounts of foreign currency from banks and to hold foreign exchange in commercial banks. Banks are obliged to inform authorities to be determined by the Ministry about Turkish Lira transfers abroad, excluding payments for exports, imports and invisible transactions that are above the equivalent of USD 50,000, within a 30-day period starting from the date of transfer. Any amendment to recent exchange controls provisions may affect our results of operations.
The Capital Movements Circular and the Decree No. 32 were amended with effect since May 2, 2018, introducing new restrictions on Turkish corporates to utilize foreign currency loans from Türkiye and outside of Türkiye. While this regime continues to maintain the existing prohibition on Turkish individuals utilizing foreign exchange loans and foreign exchange indexed loans, it introduced a strict prohibition on Turkish non-bank corporates (Corporate Borrower) from utilizing foreign currency indexed loans.
Accordingly, a corporate borrower is permitted to utilize foreign currency loans if (i) it generates foreign currency-denominated revenue, which is defined as “the revenue derived from export, transit trade, sales and deliveries considered as export and foreign currency generating activities (F/X Revenue Exemption)” in the legislation; (ii) the purpose of the loan is to finance an activity that is exempt from the F/X Loan Restriction (Activity Exemption); (iii) on the utilisation date, the unpaid outstanding balance of its total foreign currency loans and/or foreign currency indexed loans (Loan Balance) is more than USD 15 million, or (iv) the F/X loan to be utilized by a corporate borrower falls within the scope of the exemptions determined by the Ministry of Treasury and Finance.
As far as the F/X Revenue Exemption is concerned, (i) if the loan balance of a corporate borrower is below USD 15 million, the sum of (ii) the foreign currency loan to be utilized; and, (iii) the existing loan balance must not be more than the combined value of its foreign currency revenues as stated in its last three years’ financials. Otherwise, the exceeding portion of the foreign currency loan must either be cancelled or converted into Turkish Lira.
With regard to the Activity Exemption, a legal entity must qualify as a public institution, banks and factoring, financial leasing and financing companies resident in Türkiye in order to utilize foreign currency loans. In the case of corporate borrowers, the Activity Exemption must relate to an activity in the context of (i) a domestic tender with an international element awarded to such corporate borrower; (ii) defense industry projects approved by the Undersecretariat of Defense Industry; (iii) public private partnership projects; (iv) an export, transit trade, sales and related deliveries subject to the relevant corporate borrower certifying the scope of its relevant activity and its potential sources of foreign currency revenues and (iv) investment incentive certificate. Note that in order for a corporate borrower to benefit from the Activity Exemption summarized in item (iv), it must not have any foreign currency revenue within the last three financial years (which otherwise, would be subject to the F/X Revenue Exemption) and the maximum amount of foreign currency loan such Corporate Borrower can utilize is limited to the amount stated in its certified sources of foreign revenue.
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Communiqué No. 2021/14 on Supporting the Conversion of Turkish Lira Deposit and Participation Accounts was introduced on December 21, 2021, establishing a foreign currency-protected deposit scheme (the “FX-Protected Deposit Scheme”) under which the CBRT would compensate real person account holders for exchange rate losses upon conversion of their USD, EUR or GBP foreign currency deposit accounts into Turkish Lira deposit accounts. On August 23, 2025, the CBRT announced the termination of the FX-Protected Deposit Scheme, with no new accounts permitted to be opened or renewed as of that date. Existing accounts will remain in effect until their respective maturity dates, upon which the relevant communiqués will be repealed.
With the instruction of the CBRT effective from January 3, 2022, the following provision was added to the export circular. As of the effective date of this article, 25% of the export prices tied to Export Value Acceptance Certificate (“IBKB”) or Foreign Exchange Purchase Certificate (“DAB”) shall be sold to the bank issuing IBKB or DAB. These amounts are sold to the CBRT on the same day at the foreign exchange buying rate valid for the transaction day and announced by the CBRT, and transferred to the CBRT’s bank account. The full amount of the said amount is paid by the bank to the exporter in Turkish currency. With the instruction of Ministry of Treasury and Finance to the CBRT, effective from April 18, 2022, the aforementioned provision has been amended to 40% under the export circular. The rate was subsequently reduced to 30% in June 2024 and further to 25% in March 2025. Effective from May 5, 2025, the rate was temporarily increased to 35%, which has been extended and remains in effect through April 30, 2026.
As of December 31, 2023, exchange restrictions and state controls exist in certain jurisdictions in which Turkcell operates. The local currency of Turkcell’s subsidiary in Belarus is not convertible outside of its respective country. For the Belarusian Ruble, a floating regime is managed with no access to forward markets or NDFs. Future movements of exchange rates will affect the carrying values of Turkcell’s assets and liabilities. The translation of underlying local currency amounts into TRY in Turkcell’s Consolidated Financial Statements should not be construed as a representation that such local currency amounts have been, could be or will in future be converted into TRY at the exchange rates shown, or at any other exchange rate.
10.E Taxation
The following discussion is a summary of the material Turkish and United States federal income tax considerations relating to the ownership and disposition of our shares or ADSs. The discussion is based on current law and is for general information only. The discussion does not address all possible tax consequences relating to the ownership and disposition of shares, or ADSs, and holders are urged to consult their tax advisors regarding the applicable tax consequences of holding and disposing of the shares or ADSs based on their particular circumstances, as well as any tax consequences that may arise under the laws of any state, local, foreign or other taxing jurisdiction.
The discussion is based upon laws and relevant interpretations thereof in effect as of the date of this annual report, all of which are subject to change, possibly with retroactive effect. This summary is also based in part on representations of the Depositary and assumes that each obligation provided for in, or otherwise contemplated by, the Deposit Agreement or any related document will be performed in accordance with the terms of such agreement.
I. Republic of Türkiye Taxation
The following summary of Turkish tax law as in force on the date of this annual report describes the principal tax consequences for Turkish residents and U.S. holders (as defined below in “—Taxation—United States Federal Income Taxation”) of the ownership and disposition of shares and ADSs. It is not a complete description of all the possible tax consequences of such ownership and disposition. Shareholders should consult their own tax advisors concerning the Turkish and other tax consequences applicable in their particular situations.
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a. Corporate Taxation
A corporation that has its legal and/or business center in Türkiye (a “Resident Corporation”) is subject to a corporate tax, which is levied at 25% on such corporation’s taxable income. Resident Corporations are required to pay an “advance corporation tax,” also at 25%, on a quarterly basis. This rate has been set at 30% for the banks, companies under the Law numbered 6361, electronic payment and money institutions, authorized foreign exchange institutions, asset management companies, capital market institutions, insurance and reinsurance companies and pension companies for the fiscal years starting 2023.
b. Taxation of Dividends
In the event that a Resident Corporation distributes dividends to individual shareholders (resident or non-resident), or to non-resident corporations that do not have a permanent establishment (fixed place of business or permanent representative) in Türkiye (and are not subject to rate-reducing provisions in applicable bilateral tax treaties), a 15% withholding tax is payable by the Resident Corporation on behalf of its shareholders. In the event that Resident Corporations distribute dividends to resident legal entities or to non-resident legal entities that have a permanent establishment in Türkiye, such distributions are not subject to withholding tax.
Cash dividends received by Resident Corporations from other Resident Corporations are not subject to corporate tax. Dividends in cash received by resident individuals from Resident Corporations are subject to a withholding tax at the rate of 15%, and must file an annual income tax declaration. The withholding tax amount shall be deducted from the annual income tax. 50% of the dividend income received by resident individuals from Resident Corporations is exempt from the annual income declaration. The remaining 50% must be declared if it exceeded TRY 330,000 in 2025 (TRY 230,000 in 2024, TRY 150,000 in 2023, TRY 70,000 in 2022).
Under the Income Tax Treaty between the United States of America and the Republic of Türkiye, signed March 28, 1996 (the “Treaty”), the withholding tax rate is limited to 20% (including the surcharges on dividends paid by a Turkish Resident Corporation) of the gross amount of the dividends unless the beneficial owner of shares is a company which owns at least 10% of the voting stock of the company paying the dividends (in which case the rate would be limited to 15%). Because the current withholding tax rate applicable to publicly-traded corporations, such as Turkcell, is only 15%, the Treaty does not affect the current rate of Turkish withholding tax for U.S. holders. Cash dividends paid on ordinary shares or ADSs to a U.S. holder that does not have a permanent representative or place of business in Türkiye will not be subject to taxation in Türkiye, except in respect of the 15% income withholding tax discussed in the previous section. The distribution of dividends in kind (i.e., bonus shares) is not subject to a withholding tax, and such dividends in kind are not subject to an income declaration.
c. Taxation of Capital Gains
(i) Gains realized by Residents
For shares acquired on or after January 1, 2006:
Gains realized by resident individuals on the sale of shares traded on the Borsa İstanbul (such as Turkcell shares) or ADSs that represent shares traded on the Borsa İstanbul (such as Turkcell ADSs) to residents or non-residents are exempt from income tax, provided that the holding period of such shares or ADSs exceeds one year. Where this holding period has not been met, there is a withholding tax from the gains derived from capital. The current rate for such withholding tax is 0%.
Gains realized by Resident Corporations on the sale of shares traded on the Borsa İstanbul (such as Turkcell shares) or ADSs that represent shares traded on the Borsa İstanbul (such as Turkcell ADSs) to residents or non-residents shall benefit from the withholding exemption, if a one-year holding period is met. However, where this holding period has not been met, there is a withholding tax from the gains derived from capital gains. The current rate for such withholding tax is 0%.
Gains realized by Resident Corporations on the sale of shares or by residents or non-residents must be included in corporate income and are subject to the applicable corporate tax. Upon fulfillment of the stated conditions (disposal of shares owned for at least two years), 50% of capital gains derived from the sale of the shares will be exempt from corporate income tax.
For shares acquired before January 1, 2006:
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Capital gains derived from shares held by an investor (both individuals and corporations) for over three months are not subject to any withholding tax.
Gains realized by Resident Corporations on the sale of shares are subject to the applicable corporate tax. Upon fulfillment of the stated conditions, 75% of capital gains deriving from the sale of the shares will be exempt from corporate income tax.
(ii) Gains realized by U.S. holders
U.S. holders that do not have a permanent establishment in Türkiye are exempt from Turkish tax on capital gains generated from the sale of shares quoted on an exchange, such as Turkcell shares, under Article 13 of the Treaty. U.S. resident legal entities having a permanent establishment (fixed place of business or permanent representative) in Türkiye generally are subject to tax in Türkiye on capital gains arising from the sale of such shares and should consult their own Turkish tax advisors as to the rules applicable to them. As of July 7, 2006, the withholding tax rate applicable to non-resident holders of shares has been reduced to 0%.
U.S. holders who invest via ADSs will not have to comply with any procedures to avoid withholding tax, since gains derived from Turkcell ADSs are not generated in Türkiye. However, U.S. holders who hold their shares directly in Türkiye must comply with certain procedures to establish their exemption from Turkish capital gains withholding tax and are urged to consult their own tax advisors in this regard.
In addition, certain rules and procedures may need to be complied with in order to avoid Turkish withholding tax upon the conversion of ADSs to shares and from shares to ADSs in Türkiye. U.S. holders are urged to consult their own tax advisors in this regard.
178
The law numbered 6009 came into force on August 1, 2010. Accordingly, a 10% withholding on capital gains is applied to individual investors and a 0% withholding is applied to corporate investors, irrespective of the residency status. Non-resident corporate deposit receipt holders (depositaries of our ADR facility) are included within the scope of corporate investors. Non-resident investors of Turkcell ADRs will be subject to 0% withholding, provided that the depositary of our ADR facility is a corporate body. The President of Republic of Türkiye has the authority to raise the withholding levels to 5%.
d. Taxation of Investment and Mutual Funds
(i) Taxation on the Fund Level:
The gains realized from portfolio investment activities of resident Investment and Mutual Funds are exempt from corporate tax, but are subject to withholding tax for the gains of stocks held and bonds/bills issued before January 1, 2006. Withholding tax rates are as follows:
· |
if the institutions maintain a minimum of 25% of their portfolios invested in Turkish equity shares on a monthly weighted average basis, the applicable rate of withholding tax is 0%; and |
· |
if the percentage of Turkish equity shares in the portfolios of such institutions is below 25% during any month during the year, the applicable rate of withholding tax is 10%. |
Gains from stocks purchased after January 1, 2006 and/or bonds and bills issued after January 1, 2006 are subject to withholding of 0%. A non-resident Investment or Mutual Fund may also qualify for this taxation regime if it appoints a permanent representative in Türkiye, registers with the Turkish tax office, maintains legal books and meets other tax requirements in Türkiye.
(ii) Taxation at the Investor Level:
The gains realized by investors for participating within a “fund” are subject to taxation depending on the date of purchase of the “fund” by the individual investors.
| ● | For the “fund” shares purchased before January 1, 2006, gains are not subject to income tax withholding. Capital gains received by individuals are computed by deducting the original cost of the shares after the application of a “cost adjustment” (which uses the PPI determined by the TurkStat to eliminate gains arising solely from inflation), from the amount received upon the sale or disposition of the shares. Total capital gains are subject to declaration on income tax returns if they TRY 280,000 in 2025, (TRY 200,000 in 2024, TRY 129,000 in 2023 and TRY 58,000 in 2022) and are required to be declared in compliance with the Turkish Tax Regime. |
| ● | For “fund” shares purchased after January 1, 2006: |
| 1. | If the “fund” maintains at least 51% of the portfolio invested in the Borsa İstanbul Market and is held for more than a one-year period, gains shall not be subjected to withholding. Such gains shall be declared in compliance with the Turkish Tax Regime. |
| 2. | If the “fund” does not meet the conditions above, gains shall be subject to withholding at 10% for resident investors. Funds acquired on or after February 1, 2025 (inclusive) are subject to a 15% withholding tax. In cases where non-resident investors can certify their own residency status, 0% withholding shall be applied. |
| 3. | The withholding tax rate applicable to gains derived from other investment funds has been increased from 15% to 17.5%. Additionally, a 0% withholding tax rate applies to gains derived from equity-intensive funds, as well as venture capital investment funds and real estate investment funds held for more than two years. |
The amendment entered into force on its publication date and applies to gains derived from investment fund participation units acquired on or after July 9, 2025.
179
| 4. | Pursuant to the income tax provisions regulating withholding tax on capital gains, a 10% withholding on capital gains is applied to individual investors and a 0% withholding is applied to corporate investors, regardless of their residency status. Non-resident corporate deposit receipt holders (depositaries of our ADR facility) are included within the scope of corporate investors. Non-resident investors of Turkcell ADRs will be subject to 0% withholding, provided that the depositary of our ADR facility is a corporate body. |
e. Stamp Taxes
According to the Turkish Stamp Tax Law (Law No. 488), all agreements and documents specified in the law, subject to certain exemptions, with a monetary value indicated thereon are subject to a stamp tax with rates from 0.189% to 0.948%, which is calculated on the aggregate amount of such agreement or document. In addition to these proportional tax rates, the law also provides for fixed stamp taxes applicable to certain types of documents.
II. United States Federal Income Taxation
The following discussion is a summary of the material U.S. federal income tax considerations applicable to the ownership and disposition of shares or ADSs by you, if you are a U.S. holder. In general you will be a “U.S. holder” if:
| ● | you are the beneficial owner of our shares or ADSs; |
| ● | you are either (i) an individual resident or citizen of the United States, (ii) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created in or organized under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate whose income is subject to U.S. federal income taxation regardless of its source, or (iv) a trust, if a U.S. court can exercise primary supervision over the administration of the trust and one or more U.S. persons are authorized to control all substantial decisions of the trust; |
| ● | you own our shares or ADSs as capital assets (which generally means for investment purposes); |
| ● | you own directly, indirectly or by attribution less than 10% (by vote or value) of our outstanding share capital or voting stock; |
| ● | you are fully eligible for benefits under the Limitation on Benefits article of the Treaty; and |
| ● | you are not also a resident of Türkiye for Turkish tax purposes. |
The Treaty benefits discussed generally are not available to holders who hold shares or ADSs in connection with the conduct of business through a permanent establishment, or the performance of personal services through a fixed base, in Türkiye.
If a partnership (including for this purpose any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds shares or ADSs, the tax treatment of a partner generally will depend upon the status of the partner and the activities of the partnership. A partner in a partnership that holds shares or ADSs is urged to consult its own tax advisor regarding the specific tax consequences of owning and disposing of its shares or ADSs.
180
The summary does not purport to be a comprehensive description of all of the tax considerations that may be relevant to any particular holder, including tax considerations that arise from rules of general application or that are generally assumed to be known by U.S. holders. This summary is based on provisions of the Internal Revenue Code of 1986, as amended (the “Code”), existing and proposed U.S. Treasury Regulations, rulings, administrative pronouncements, judicial decisions and the Treaty, all as of the date of this annual report. All of these authorities are subject to change, possibly with retroactive effect, and to differing interpretations. In addition, this summary does not discuss all aspects of U.S. federal income taxation that may be applicable to investors in light of their particular circumstances or to U.S. holders who are subject to special treatment under U.S. federal income tax law, including insurance companies, U.S. expatriates, dealers in stocks or securities, banks or financial institutions, tax-exempt organizations, regulated investment companies, retirement plans, traders in securities who elect to apply a mark-to-market method of accounting, persons who acquired their shares pursuant to the exercise of employee stock options or otherwise as compensation, persons holding shares as part of a straddle, hedging or conversion transaction, persons subject to the alternative minimum tax, and persons having a functional currency other than the U.S. Dollar.
U.S. holders are urged to consult with their own tax advisors regarding the tax consequences of the ownership or disposition of shares or ADSs, including the effects of federal, state, local, foreign and other tax laws with respect to their particular circumstances.
a. Dividends
If we make distributions to you, you generally will be required to include in gross income as dividend income the amount of the distributions paid on the shares (including the amount of any Turkish taxes withheld in respect of such dividend as described above in “—Taxation—Republic of Türkiye Taxation”). Dividends paid by us will not be eligible for the dividends-received deduction applicable in some cases to U.S. corporations.
Any dividend paid in Turkish Lira, including the amount of any Turkish taxes withheld therefrom, will be includible in your gross income in an amount equal to the U.S. Dollar value of the Turkish Lira calculated by reference to the spot rate of exchange in effect on the date the dividend is received by you, in the case of shares, or by the Depositary, in the case of ADSs, regardless of whether the Turkish Lira are converted into U.S. Dollars. Any gain or loss resulting from currency exchange fluctuations during the period from the date the dividend is includible in your gross income to the date such payment is converted into U.S. Dollars generally will be treated as U.S.-source ordinary income or loss. Special rules govern, and elections are available to, accrual method taxpayers to determine the U.S. Dollar amount includible in income in the case of taxes withheld in a foreign currency. Accrual basis taxpayers are urged to consult their own tax advisors regarding the requirements and elections applicable in this regard.
Any dividends paid by us to you with respect to shares or ADSs will be treated as foreign-source income and generally will be categorized as “passive category income” or, in the case of certain U.S. holders, “general category income” for foreign tax credit purposes.
You may elect to claim a foreign tax credit against your U.S. federal income tax liability for Turkish income tax withheld from dividends received in respect of shares or ADSs, subject to a number of complex limitations and conditions, including those introduced by U.S. Treasury regulations that apply to foreign income taxes paid or accrued in taxable years beginning on or after December 28, 2021. Your use of a foreign tax credit with respect to any such Turkish income or withholding taxes may not be allowed unless you elect benefits under the Treaty with respect to such tax. The rules relating to the determination of the foreign tax credit are complex. Accordingly, you should consult your own tax advisor to determine whether and to what extent you would be entitled to the credit. If you do not elect to claim a foreign tax credit, you may instead claim a deduction for any creditable Turkish income tax withheld, but only for a year in which you elect to do so with respect to all foreign income taxes. A deduction does not reduce tax on a dollar-for-dollar basis like a credit, but the deduction for foreign taxes is not subject to the same limitations applicable to foreign tax credits.
181
Certain non-corporate U.S. holders (including individuals) are eligible for reduced rates of U.S. federal income tax in respect of “qualified dividend income” received. For this purpose, qualified dividend income generally includes dividends paid by a non - U.S. corporation if, amongst other things, the U.S. holder meets certain minimum holding periods and the non-U.S. corporation satisfies certain requirements, including that it is not a “passive foreign investment company” in the year the dividend is paid or the preceding taxable year (see discussion below) and either (i) the shares (or ADSs) with respect to which the dividend income has been paid are readily tradable on an established securities market in the United States or (ii) the non-U.S. corporation is eligible for the benefits of a comprehensive U.S. income tax treaty (such as the Treaty) which provides for the exchange of information. We currently believe that dividends paid with respect to our shares and ADSs should constitute qualified dividend income for U.S. federal income tax purposes, and we anticipate that our dividends will be reported as qualified dividends on Forms 1099-DIV delivered to U.S. holders. In computing foreign tax credit limitations, non-corporate U.S. holders may take into account only a portion of a qualified dividend to reflect the reduced U.S. tax rate applicable to such dividend. Each U.S. holder of shares or ADSs is urged to consult its own tax advisor regarding the availability to it of the reduced dividend tax rate in light of its own particular situation and regarding the computations of its foreign tax credit limitation with respect to any qualified dividend income paid by us, as applicable.
The U.S. Treasury has expressed concerns that parties to whom ADSs are released may be taking actions that are inconsistent with the claiming of foreign tax credits or reduced tax rates in respect of qualified dividends by U.S. holders of ADSs. Accordingly, the discussion above regarding the creditability of Turkish withholding tax on dividends or the availability of qualified dividend treatment could be affected by future actions that may be taken by the U.S. Treasury with respect to ADSs.
b. Sale, Exchange or other Disposition of Shares or ADSs
Subject to the passive foreign investment company rules discussed below, upon the sale, exchange or other disposition of shares or ADSs, you generally will recognize capital gain or loss equal to the difference between the amount realized on the disposition and your adjusted tax basis in your shares or ADSs (as determined in U.S. Dollars). Gain or loss upon the disposition of shares or ADSs generally will be U.S.-source gain or loss, and will be treated as long-term capital gain or loss if, at the time of the disposition, your holding period for the shares or ADSs exceeds one year. If you are an individual, long-term capital gains generally will be subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to significant limitations.
A U.S. holder’s tax basis in a share or an ADS will generally be its U.S. Dollar cost. The U.S. Dollar cost of shares or ADSs purchased with foreign currency will generally be the U.S Dollar value of the purchase price or, in the case of shares or ADSs traded on an established securities market, as defined in the applicable Treasury Regulations, that are purchased by a cash basis U.S. holder (or an accrual basis U.S. holder that so elects) on the settlement date for the purchase. Such an election by an accrual basis U.S. holder must be applied consistently from year to year and cannot be revoked without the consent of the Internal Revenue Service (the “IRS”).
The surrender of ADSs in exchange for shares pursuant to the Deposit Agreement governing the ADSs will not be a taxable event for U.S. federal income tax purposes. Accordingly, you will not recognize any gain or loss upon such surrender.
c. Net Investment Income Tax
Certain U.S. holders that are individuals, estates or trusts and whose income exceeds certain thresholds generally will be subject to a 3.8% tax on “net investment income,” including, among other things, dividends on, and gains from the sale or other taxable disposition of, our shares or ADSs, subject to certain limitations and exceptions. You should consult your own tax advisor regarding the effect, if any, of such tax on your ownership and disposition of our shares or ADSs.
182
d. Passive Foreign Investment Company Status
Based on our operations, the composition of our assets and income, and market capitalization, we currently believe that we were not a passive foreign investment company (a “PFIC”) for U.S. federal income tax purposes for the taxable year ending December 31, 2025 and we do not anticipate being a PFIC for the taxable year ending December 31, 2026. However, this conclusion is a factual determination that must be made annually, after the close of the taxable year, and thus may be subject to change. Therefore, there is no guarantee that the IRS will agree with this conclusion and it is possible that we could be classified as a PFIC in the taxable year ending December 31, 2026 or in future taxable years, including due to changes in our operations, the composition of our assets or income, as well as changes in market capitalization. In general, a non-U.S. corporation will be classified as a PFIC for any taxable year if at least 75% of its gross income consists of passive income (such as dividends, interest, rents, royalties or gains on the disposition of certain minority interests), or at least 50% of the average value of its assets consists of assets that produce, or are held for the production of, passive income. If we were characterized as a PFIC for any taxable year, you would suffer adverse tax consequences. These consequences may include having gains realized on the disposition of shares or ADSs treated as ordinary income rather than capital gains, being subject to punitive interest charges on certain dividends and on the proceeds of the sale or other disposition of the shares or ADSs, and form filing and reporting requirements. Furthermore, dividends paid by a PFIC would not be “qualified dividend income” (as discussed above) and would be taxed at the higher rates applicable to other items of ordinary income. If we are a PFIC for any year during which a U.S. holder holds our ordinary shares, we generally will continue to be treated as a PFIC for all succeeding years during which such U.S. holder holds our ordinary shares, unless we were to cease to be a PFIC and the U.S. holder were to make a “deemed sale” election with respect to the ordinary shares. You should consult your own tax advisor regarding the potential application of the PFIC rules to us and to your ownership of our shares or ADSs.
e. U.S. Information Reporting and Backup Withholding
Dividend payments with respect to shares or ADSs and proceeds from the sale, exchange, redemption or other taxable disposition of shares or ADSs may be subject to information reporting to the “IRS” and possible U.S. backup withholding at a current rate of 24%. Certain exempt recipients (such as corporations) are not subject to these information reporting requirements. Backup withholding will not apply, however, to a holder who furnishes a correct taxpayer identification number or certificate of foreign status and makes any other required certification or who is otherwise exempt from backup withholding. U.S. persons who are required to establish their exempt status generally must provide IRS Form W-9 (Request for Taxpayer Identification Number and Certification). Non-U.S. holders generally will not be subject to U.S. information reporting or backup withholding. However, such holders may be required to provide certification of non-U.S. status (generally on IRS Form W-8BEN or W-8BEN-E, as applicable) in connection with payments received in the United States, or through certain U.S.-related financial intermediaries.
Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a holder’s U.S. federal income tax liability, and a holder may obtain a refund of any excess amounts withheld by filing the appropriate claim for refund with the IRS and furnishing any required information.
In addition, U.S. holders should be aware of annual reporting requirements with respect to the holding of certain foreign financial assets, including our shares and ADSs that are not held in an account maintained by certain types of financial institutions, if the aggregate value of all of such assets exceeds USD 50,000 (or USD 100,000 for married couples filing a joint return). You should consult your own tax advisor regarding the application of the information reporting and backup withholding rules to our shares and ADSs and the application of the annual reporting requirements to your particular situation.
10.F Dividends and Paying Agents
Not Applicable.
10.G Statement by Experts
Not Applicable.
183
10.H Documents on Display
Reports and other information of Turkcell can also be inspected without charge and copied at prescribed rates at the public reference facility maintained by the SEC in Room 1580, 100 F Street, N.E., Washington, D.C. 20549. Copies of these materials are also available by mail from the Public Reference Section of the SEC, at 100 F Street, N.E., Washington D.C. 20549, at prescribed rates or on the website maintained by the SEC at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding registrants that make electronic filings with the SEC using its EDGAR system.
10.I Subsidiary Information
Not Applicable.
10.J Annual Report to Security Holders
To the extent we furnish an annual report to security holders, we will promptly submit an English version of this annual report to U.S. security holders under the cover of Form 6-K.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
I. Overview
We are exposed to foreign exchange rate risks because our income, expenses, assets and liabilities are denominated in a number of different currencies, primarily Turkish Lira, U.S. Dollars, Euros, Chinese Renminbi, and Belarusian Rubles. In particular, a substantial majority of our debt obligations and equipment expenses are currently, and are expected to continue to be, denominated in U.S. Dollars, Euros and Chinese Renminbi, while the revenues generated by the corresponding activities are denominated in other currencies, in particular the Turkish Lira, and Belarusian Rubles. Similarly, we are subject to market risk stemming from changes in interest rates that may affect the cost of our financing, as well as, liquidity risk, which is the risk that the Group will not be able to meet its financial obligations as they fall due. We provide a detailed analysis of our foreign exchange interest rate and liquidity risks in Note 35 (Financial Instruments) to our Consolidated Financial Statements in this annual report on Form 20-F.
a. Foreign Exchange Risk Management
Our functional currency is the TRY for operations conducted in Türkiye, but certain revenues, purchases, operating costs and expenses and resulting receivables and payables are denominated in a number of different currencies. In addition at the group level, a substantial majority of our debt obligations and equipment expenses are currently, and are expected to continue to be, denominated in U.S. Dollars, Euros and Chinese Renminbi while the revenues generated by the corresponding activities are denominated in other currencies, in particular the Turkish Lira and Belarusian Rubles. Transactions denominated in foreign currencies are recorded at the exchange rates prevailing at the dates of the transactions. Assets and liabilities denominated in foreign currencies are converted into functional currency at the exchange rates prevailing at the reporting date, with the resulting exchange differences recognized in the determination of net income. Foreign exchange losses from lifecell exclude foreign exchange losses arising in the foreign operations’ individual financial statements which have been recognized directly in equity in the foreign currency translation differences in the consolidated financial statements in accordance with accounting policy for net investment in foreign operations.
Historically, we have managed our foreign exchange position in the range of a neutral short/long position of USD 200 million. However, following the significant foreign currency requirements associated with the 5G spectrum license and BOTAŞ’s auctions payments in late 2025, our net short foreign exchange position increased beyond this position. Consequently, the Company has temporarily suspended its neutral position definition and intends to proactively manage this exposure over the next 18 months, until the 5G license payment schedule is finalized. We will closely monitor market conditions and proactively manage this position over the next one and a half years.
184
As of December 31, 2025, the Company held approximately 56% of its total cash and cash equivalents in hard currencies (including the impact of FX swaps). The foreign exchange cash ratio in our total cash is at approximately 66%, as of December 2025. Before hedging transactions, approximately 95% of our debt was foreign currency denominated and approximately 62% of our total financial debt had a fixed interest rate. As of December 2025, we managed our foreign exchange and interest rate risk through cash flow hedge, neutral hedge and proxy hedges. Hedging transactions are put in place for the duration of the relevant debt financing and cover payments of both principal and interest. Our net short foreign exchange position (including advance payments) amounted to USD 957 million as of December 31, 2025.
Market risk-sensitive instruments consist of loans and borrowings mainly denominated in foreign currencies (substantially in U.S. Dollars and Euros) totaling TRY 144,866 million, which represents the majority of total indebtedness as of December 31, 2025. Additionally, we have a total of TRY 91,828 million in cash, which is mainly denominated in foreign currencies, predominantly in U.S. Dollars and Euros.
In previous years, to manage and hedge our foreign exchange risk more effectively, we used cross currency swaps, participating cross currency swaps, future contracts and currency forward contracts, and we may enter into forward transactions and currency swap contracts and participating cross currency swap contracts in the future as well. Due to the current regulations of the CBRT and the BRSA, the variety of hedging tools decreased sharply. In addition, in order to take advantage of market volatility in the foreign exchange markets and increase the yield on our free cash, we may enter into option transactions to buy or sell certain currencies and gold, allowing us to mitigate our exposure to negative foreign exchange rate swings. See Note 35 to our Consolidated Financial Statements included elsewhere in this annual report.
Hedging transactions are authorized and executed pursuant to clearly defined policies and procedures, which provide that the transaction is entered into to protect us from fluctuations in currency values. Analytical techniques are used to manage and monitor foreign exchange risk, which includes market valuation and sensitivity analysis. In addition, we keep a significant proportion of our monetary assets in U.S. Dollars/ Euros to reduce our currency exposure.
While we are currently able to hedge our principal TRY exposure to the U.S. Dollar, Euro and the CNY on commercially reasonable terms, no assurance can be given that we will continue to be able to do so under all circumstances in the future, in particular taking into account the context created by the political and geopolitical risks which has had, and is likely to continue to have, a material impact on the volatility of global markets which, in turn, may lead to a material increase in our financing costs.
b. Interest Rates Risk Management
We are exposed to variations in interest rates, primarily in Euros, U.S. Dollars, Chinese Renminbi and Turkish Lira denominated debt and investments, which may affect the amounts of future interest income or expenses (reinvestment risk or cash flow risk) and also cause changes in the values of our interest-bearing assets, which have already been added to the statement of financial position. We manage interest rate risk by financing non-current assets with long-term debt with variable interest rates and equity. Turkcell started actively hedging its long-term foreign exchange liabilities in 2016. In previous years, to hedge our interest rate risk, we utilized interest rate derivative structures considering the market levels. Due to the current regulations, the variety of interest rate hedging tools has been reduced.
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The following table sets forth the carrying amount and fair value of loans, maturities and average effective interest rates for bank loans.
|
|
December 31, 2025 |
|
December 31, 2024 |
||||||||||||||||||||||||
|
|
Effective |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
Effective |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
interest |
|
carrying |
|
|
|
|
|
|
|
2029 |
|
Fair |
|
interest |
|
carrying |
|
|
|
|
|
|
|
2028 |
|
Fair |
|
|
rate |
|
amount |
|
2026 |
|
2027 |
|
2028 |
|
thereafter |
|
Value |
|
rate |
|
amount |
|
2025 |
|
2026 |
|
2027 |
|
thereafter |
|
Value |
Variable rate instruments Unsecured & Secured bank loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
USD floating rate loans |
|
5.9 |
% |
15,162.6 |
|
3,481.0 |
|
1,171.0 |
|
1,821.3 |
|
8,689.3 |
|
15,163 |
|
5.8 |
% |
7,722.7 |
|
2,782.7 |
|
2,693.0 |
|
1,642.7 |
|
604.4 |
|
7,722.7 |
EUR floating rate loans |
|
5.3 |
% |
38,273.0 |
|
12,370.4 |
|
10,744.8 |
|
9,420.0 |
|
5,737.8 |
|
38,273 |
|
4.5 |
% |
43,295.0 |
|
14,918.1 |
|
9,371.3 |
|
8,280.3 |
|
10,725.4 |
|
43,295.0 |
For contractual cash flows and nominal interest of bank loans, See Note 28 and Note 35 to our Consolidated Financial Statements included elsewhere in this annual report.
We use sensitivity analysis techniques to measure and assess our interest rate risk. The basis for the sensitivity analysis is an aggregate corporate-level interest rate exposure composed of interest-bearing investments and interest-bearing debts. When we assume a 1 percentage point increase in interest rates for all maturities from their levels as of December 31, 2025, with all other variables held constant, our profit before income tax decreases or increases by TRY 1,256.7 million.
186
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
A.Debt Securities
Not applicable.
B.Warrants and Rights
Not applicable.
C.Other Securities
Not applicable.
D.American Depositary Shares
On July 6, 2011, we signed an amended and restated Deposit Agreement (the “Deposit Agreement”) with Citibank N.A. (“Citibank”), as depositary (the “Depositary”), Turkcell and holders of American Depositary Receipts, which transferred our ADR program from JPMorgan Chase Bank (“JPMorgan”) to Citibank. On July 1, 2016 the term was extended by another five years, until July 6, 2021. On July 1, 2021 the term was further extended by another five years, until July 6, 2026.
The Depositary may collect from (i) each person to whom ADSs are issued, including, without limitation, issuances against deposits of Shares, issuances in respect of Share Distributions, Rights and Other Distributions (as such terms are defined in the form of ADR certificate), issuances pursuant to a stock dividend or stock split declared by the Company, or issuances pursuant to a merger, exchange of securities or any other transaction or event affecting the ADSs or the Deposited Securities and (ii) each person surrendering ADSs for withdrawal of Deposited Securities or whose ADSs are cancelled or reduced for any other reason, USD 5.00 for each 100 ADSs (or portion thereof) issued, delivered, reduced, cancelled or surrendered (as the case may be). The Depositary may sell (by public or private sale) sufficient securities and property received in respect of Share Distributions, Rights and Other Distributions prior to such deposit to pay such charge. These terms are set forth in Paragraph 7 of the Form of ADR certificate.
187
As provided for in the American Depositary Receipt included as Exhibit A to the Deposit Agreement, holders of ADSs may be charged, directly or indirectly, the following amounts in relation to the ownership of depositary receipts held in the Company’s ADR Program, which are payable to the Depositary:
Service |
|
Rate |
|
By Whom Paid |
|
(1) |
Issuance of ADSs upon deposit of Shares (excluding issuances as a result of distributions described in paragraph (4) below). |
|
Up to USD 5.00 per 100 ADSs (or fraction thereof) issued. |
|
Person depositing Shares or person receiving ADSs. |
(2) |
Delivery of Deposited Securities against surrender of ADSs. |
|
Up to USD 5.00 per 100 ADSs (or fraction thereof) surrendered. |
|
Person surrendering ADSs for the purpose of withdrawal of Deposited Securities, or person to whom Deposited Securities are delivered. |
(3) |
Distribution of cash dividends or other cash distributions (i.e., sale of rights and other entitlements). |
|
Up to USD 5.00 per 100 ADSs (or fraction thereof) held. |
|
Person to whom distribution is made. |
(4) |
Distribution of ADSs pursuant to (i) stock dividends or other free stock distributions, or (ii) exercise of rights to purchase additional ADSs. |
|
Up to USD 5.00 per 100 ADSs (or fraction thereof) held. |
|
Person to whom distribution is made. |
(5) |
Distribution of securities other than ADSs or rights to purchase additional ADSs (i.e., spin-off shares). |
|
Up to USD 5.00 per 100 ADSs (or fraction thereof) held. |
|
Person to whom distribution is made. |
(6) |
Depositary Services. |
|
Up to USD 5.00 per 100 ADSs (or fraction thereof) held on the applicable record date(s) established by the Depositary. |
|
Person holding ADSs on the applicable record date(s) established by the Depositary. |
I. Direct Payments made by Citibank to Turkcell
Citibank, as depositary, has agreed to reimburse certain expenses related to our ADR program and other expenses. In 2025, the Depositary, as part of its agreement, reimbursed Turkcell USD $3,188,224.65 directly on an accrual basis. The amounts the Depositary has reimbursed and will reimburse are not necessarily related to the fees collected by the depositary from ADR holders. The table below sets forth the type of expenses that Citibank has reimbursed.
|
|
Amount |
||
|
|
reimbursed |
||
Category of Expenses |
|
in 2025 |
||
Investor Relations(1) |
|
USD |
$ |
3,188,224.65 |
| i. | This type of expenses mainly includes activities tailored to increase the Company’s ADR program, including, but not limited to, roadshows and training in the U.S., legal costs connected with 20-F filing and ongoing SEC compliance and legal requirements and listing fees. |
188
II. Indirect Payments made by Citibank to Turkcell
As part of its service to Turkcell, Citibank has agreed to waive fees for the standard costs associated with the administration of our ADR program and associated operating expenses estimated to total USD 91,207.34. The table below sets forth the fees that Citibank has agreed to waive and/or expenses that Citibank has agreed to pay in the year ended December 31, 2025.
|
|
Amount Waived |
||
|
|
or Paid by |
||
|
|
Citibank for |
||
|
|
the period |
||
|
|
January 1, 2025 |
||
|
|
through |
||
Category of Expenses |
|
December 31, 2025 |
||
Third‑party expenses paid directly |
|
USD |
$ |
90,656.28 |
Fees waived |
|
USD |
$ |
551.06 |
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
Not applicable.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
Not applicable.
ITEM 15. CONTROLS AND PROCEDURES
(a) Disclosure Controls and Procedures. The Chief Executive Officer and the Chief Financial Officer, after evaluating the effectiveness of the Company’s disclosure controls and procedures (as defined in U.S. Exchange Act Rule 13a-15(e)) as of the end of the period covered by this annual report on Form 20-F, have concluded that, as of such date, the Company’s disclosure controls and procedures were effective at a reasonable assurance level.
(b) Management’s Annual Report on Internal Control over Financial Reporting. The management of Turkcell is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934), and for performing an assessment of the effectiveness of internal control over financial reporting as of December 31, 2025. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with applicable generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that:
| (1) | Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; |
| (2) | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with applicable generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and |
| (3) | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements. |
189
Internal control over financial reporting has inherent limitations. It is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. In addition, it can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements will not be prevented or detected on a timely basis by internal controls over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design safeguards to reduce, though not eliminate, this risk.
Management assessed the effectiveness of the internal control over financial reporting as of December 31, 2025 based on criteria established in the Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on its assessment and those criteria, management has concluded that the Company’s internal control over financial reporting was effective at the reasonable assurance level as of December 31, 2025.
The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by Guney Bagimsiz Denetim ve Serbest Muhasebeci Mali Musavirlik A.Ş. (Ernst & Young), our independent registered public accounting firm in Türkiye, as stated in their attestation report, which appears below under Item 15(c), Report of the Independent Registered Audit Company.
(c) Attestation Report of the Independent Audit Company. Ernst & Young, the independent public accounting firm that audited the Consolidated Financial Statements included in this annual report, has audited the effectiveness of internal control over financial reporting as of December 31, 2025. Their attestation report on internal control over financial reporting is included at page F-1 herein.
(d) Changes in Internal Control over Financial Reporting. There were no changes in connection with the evaluation required by Rule 13a-15(d) and Rule 15d-15 in the Company’s internal control over financial reporting that occurred during the year ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. This conclusion has been made at a reasonable assurance level.
ITEM 16.
16.A Audit Committee Financial Expert
Currently one independent Audit Committee member is deemed as “audit committee financial expert,” as that term is defined by the SEC in its final rules implementing Section 407 of the Sarbanes-Oxley Act of 2002, because, after self-evaluation,. Serdar Çetin, who is one of the members of the Audit Committee considered himself as an “audit committee financial expert.” However, all of Audit Committee members and our Board of Directors believe that all of our Audit Committee members are nonetheless qualified to carry out their duties on the Audit Committee given their experience and other qualifications in financial matters.
16.B Code of Ethics
We have adopted a code of ethics that applies to our Chief Executive Officer, Chief Financial Officer, and other executive officers and financial officers. An overview of our code of ethics is posted on our website, www.turkcell.com.tr. A copy of our code of ethics may also be obtained free of charge by contacting our investor relations team on investor.relations@turkcell.com.tr.
16.C Principal Accountant Fees and Services
Our Company’s Board of Director appointed Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (“E&Y Türkiye”) as the Company’s independent auditor for the year 2023, 2024, and 2025 which was approved by the General Assembly Meeting of the Company dated September 13, 2023, April 4, 2024, March 25, 2025.
190
The following table presents the aggregate fees (restated for IAS 29) for professional services and other services rendered by our auditors to us in 2025 and 2024.
|
|
2025 |
|
2024 |
|
|
(in TRY Millions) |
||
Audit Fees(1) |
|
139,928.0 |
|
142,736.0 |
Tax Fees(2) |
|
11,866.0 |
|
9,970.0 |
Total |
|
151,794.0 |
|
152,706.0 |
(1)Audit Fees consist of fees billed for professional services pertaining to the audit of the Company’s annual financial statements, statutory audits required or other services provided.
(2)Tax fees include fees for compliance audits and other tax compliance fees.
Audit Committee Pre-approval Policies and Procedures
Our Audit Committee has pre-approved all work performed by our external auditors for the year 2025 and it has not adopted blanket pre-approval policies and procedures.
16.D Exemptions from the Listing Standards for Audit Committees
Not applicable.
16.E Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The following tables presents information about repurchases of the Company’s shares for the year ended December 31, 2025.
|
|
|
|
|
|
|
|
TRY value of shares that may |
|
|
|
|
|
|
Total number of shares |
|
be purchased under the plan |
|
|
Total number of |
|
Average price |
|
purchased as part of publicly |
|
or program (not restated for |
Month |
|
shares purchased |
|
paid per share |
|
announced plans or programs |
|
IAS 29) |
January |
|
— |
|
— |
|
— |
|
— |
February |
|
— |
|
— |
|
— |
|
— |
March |
|
568,296 |
|
TRY 87.99 |
|
— |
|
— |
April |
|
— |
|
— |
|
— |
|
— |
May |
|
— |
|
— |
|
— |
|
— |
June |
|
— |
|
— |
|
— |
|
— |
July |
|
— |
|
— |
|
— |
|
— |
August |
|
— |
|
— |
|
— |
|
— |
September |
|
— |
|
— |
|
— |
|
— |
October |
|
— |
|
— |
|
— |
|
— |
November |
|
2,093,944 |
|
TRY 95.58 |
|
2,093,944 |
|
8,299,858,822 |
December |
|
— |
|
— |
|
— |
|
— |
On July 27, 2016, the Company’s Board of Directors authorized the management to execute share buyback transactions, within the scope of the announcements dated July 21, 2016 and July 25, 2016 made by the CMB. The purpose was to protect Turkcell investors against potentially negative reflections on Türkiye that may arise due to the instability perception in the short and medium term due to potential local and global macroeconomic volatilities. The Company’s Board of Directors gradually increased the buyback limit, most recently to TRY 2,250 million on March 25, 2025. This buyback limit includes our shares trading at Borsa İstanbul, our ADR trading on NYSE and bonds of our Company.
On May 15, 2025, during the Ordinary General Assembly, the Company’s shareholders formally approved a new share buyback program (the “Company Share Buyback Program”). This current program authorizes the Company to repurchase shares up to a total limit of TRY 8,500 million. The program is designed to support price stability in the Company’s securities and optimize capital structure during periods of macroeconomic volatility.
191
Under these respective authorizations, between August 24, 2016, and November 12, 2025, the Company repurchased an aggregate of 23,557,445 shares. As of November 12, 2025, the total number of repurchased shares held by the Company represents 1.1% of its total paid-in capital.
16.F Change in Registrant’s Certifying Accountant
Not applicable.
16.G Corporate Governance
Significant Differences in Corporate Governance Practices
Matters related to corporate governance in Türkiye are regulated by the new Turkish Commercial Code (“TCC”), which came into force on July 1, 2012, and the new law and regulations and Communiqué of the CMB, the regulatory and supervisory authority, all of which are binding upon publicly-held companies.
In addition, corporate governance practices in Türkiye are also guided by the Corporate Governance Principles of the CMB (the “CMB Principles”), which took effect on a “comply or explain” basis on January 1, 2004. Since 2005, the CMB requires listed companies to incorporate in their annual reports a “Corporate Governance Compliance Report,” which compares the CMB Principles to the Corporate Governance principles under which the Company operates. This report is posted on our website, www.turkcell.com.tr. On January 10, 2019 the CMB introduced a reporting format in compliance with corporate governance principles for publicly listed companies. As of this date, the reporting format previously announced by the CMB by the Communiqué on Corporate Governance Principles II-17.1 was abolished. Accordingly, we have proceeded with the new reporting format and made the respective reporting by means of the Corporate Governance Compliance Report (“CRF”) which is used for the purpose of reporting the status of compliance with voluntary principles and the Corporate Governance Information Form (“CGIF”) which is prepared for the purposes of providing information on existing corporate governance practices. The reports are included in our annual report as well.
It is decided by the CMB that the companies must publish the same reports annually through the Public Disclosure Platform (“PDP”) within the financial statements announcement period and, in any case, at least three weeks prior to the date of the general assembly meeting. In the event of change with respect to the companies’ compliance with voluntary principles and any change in material information regarding the CGIF, the respective changes should be disclosed by revision of the templates under the PDP and these changes should also be included in the interim activity reports.
Effective in 2011, by way of various Communiqués, the CMB revised its corporate governance principles with a view to strengthening the governance practices of listed companies. As a result, the CMB left the “comply or explain” approach to a limited extent and required listed companies to comply with certain corporate governance principles on a compulsory basis by June 30, 2012. In a further Communiqué dated September 13, 2012, the CMB empowered itself, effective until December 31, 2012, to take legal action before the relevant first instance court with a view to assure compliance with its corporate governance rules. No legal action has been taken there against our Company to the best of our knowledge. The new Capital Markets Law came into force on December 30, 2012. The CMB is entitled by Article 17/2 to make decisions and perform actions accordingly on its own initiative in case time-bound compliance requirements relating to its corporate governance principles are not met in due time.
In a further Communiqué dated April 6, 2013, the CMB amended the corporate governance principles. The following rules have been added to the Communiqué:
| ● | If some or all of the Board members’ terms have ended and thereby compliance with the mandatory CMB Corporate Governance Rules cannot be established, the CMB will require the Board to call a general assembly meeting which must be held within 30 days. If a general assembly meeting cannot be called or a positive result cannot be reached at the general assembly meeting, the CMB, as per the new Capital Markets Law, will have the right to directly appoint the minimum number of Board members that meet independence criteria to achieve the necessary meeting and decision quorums. Those members’ terms of office will last until new appointments are made in accordance with the legislation. The new Board members will then make the necessary amendments to the Articles of Association to be in line with the mandatory CMB Corporate Governance Rules upon the approval of the CMB, which will be registered at the Trade Registry. |
192
| ● | If there are enough Board members to achieve such compliance, but there is not a positive result (at the Board or the general assembly meeting), then the CMB allows companies 30 days to take the necessary action. If the necessary action to ensure compliance cannot be realized within the given period, the CMB will have the right to directly appoint the minimum number of Board members that meet independence criteria to achieve the necessary meeting and decision quorums. The new Board will then make the necessary amendments to the Articles of Association to be in line with the mandatory CMB Corporate Governance Rules upon the approval of the CMB, which will be registered at the Trade Registry. |
The Corporate Governance Communiqué numbered II-17.1, which was published in the Official Gazette dated January 3, 2014 kept the above-mentioned second rule and removed the first one.
The main mandatory rules relating to board membership and board structure include:
| ● | The number of independent members on the Board shall not be less than one third of the total number of the members of the Board of Directors. In calculating the number of independent board members, a fraction would be rounded up to the nearest integer. In any case the number of the independent board members shall not be less than two. The term of office of independent members of the board of directors is up to three years. Such members are eligible to be nominated again and re-elected. |
| ● | Companies in the first group are required to notify the CMB of the independent member candidates at least 60 days prior to the planned General Assembly meeting at which the members will be elected. The CMB, having evaluated the independence of the candidates, is required to disclose its approval/ disapproval within the next 30 days. Companies classified in the other two groups are not required to seek CMB approval. |
According to article 6/2 of the Corporate Governance Communiqué numbered II-17.1, the following exceptions may be granted upon approval by the CMB of companies whose main field of activity are performed under a license or a concession granted by public authorities or institutions either for a temporary or permanent term in order to render a public service or a defined category of publicly traded companies in which public authorities or institutions have privileged shares: i) the above mentioned mandatory rule regarding the election of the independent board members shall not be applied; ii) two of the independency criteria to determine the independency of board members shall not apply. These criteria are (i) to not be a full-time employee of public authorities and institutions after being elected, and (ii) to not have been a member of a board of directors for more than a term of six years in the last ten years.
| ● | The CMB has updated its independence criteria for independent board members. |
| ● | The following Board committees shall be established by listed companies: |
| ● | Audit Committee (already existing at Turkcell Board level); |
| ● | Corporate Governance Committee (already existing at Turkcell Board level); |
| ● | Candidate Nomination Committee (already existing at Turkcell Board level); |
| ● | Early Detection of Risks Committee (already existing at Turkcell Board level); and |
| ● | Remuneration Committee (already existing at Turkcell Board level). |
193
Committees should consist of two members at least. It is mandatory that both (in case of two-member committees) or the majority of the members of the committees be non-executive board members. Expert people who are not board members may be elected as committee members except for the Audit Committee. All of the members of the Audit Committee and the chairmen of the other committees shall be elected among the independent board members. The chief executive officer/general manager should not hold a position on the committees. Terms of reference, working principles and members of the committees shall be determined and disclosed to the public by the board of directors.
Mandatory rules relating to enhanced shareholder information:
| ● | General Assembly call content has been enhanced. |
| ● | A written remuneration policy for board members and senior management must be prepared. This policy must be posted on the company’s website and submitted at the ordinary General Assembly as a separate agenda item for information. Payment plans, such as stock options or those based on company performance, are not used in the remuneration of independent board members. Remuneration of independent board members must safeguard their level of independence. |
| ● | There are mandatory rules relating to material transactions and related party transactions/guarantees to third parties. |
Internal Corporate Governance Mechanisms Revamped:
On January 28, 2016, our board has adopted new charters for the audit, corporate governance, candidate nomination, compensation and early detection of risks committees, along with Turkcell Group Anti-Bribery and Anti-Corruption Policy which is actually monitored by Corporate Governance & Capital Markets Compliance Directorate, which as of the filing date operates autonomously and has direct access to the Board of Directors. The same day, our board also adopted Turkcell’s Internal Directive on the Operations of the Board of Directors.
In October 2020, the CMB amended the Corporate Governance Communiqué to ensure that public companies take concrete steps to ensure sustainability. Although adherence to such sustainability principles is voluntary, listed companies are required to disclose whether they comply with the sustainability principles in their yearly activity reports starting in 2020. If not, a detailed explanation including the effects of such non-compliance on environmental and social risk management is required. Notably, with regard to environmental principles, companies shall, inter alia, disclose their short and long-term goals in order to reduce their environmental impact, and disclose the total number of actions and projects and investments made in order to reduce their environmental impact and the environmental benefits and cost reductions these bring. With regard to social principles, companies will be expected to make a concrete effort to be included in the Borsa İstanbul Sustainability Index and other international sustainability indexes, and take all of the stakeholders’ interests into account while acting for sustainability issues and disclose their social responsibility activities. Finally, the amendment states that companies will take sustainability and the environmental impact of their activities into account while setting their governance strategies, and consider the stakeholders’ opinions when setting their sustainability strategies. In June 2022, the CMB enacted a new decision requiring that the companies trading in the BIST Stars (including Turkcell), BIST Main and BIST Sub-Markets use the Sustainability Report Template (enclosed in the decision), available in the Public Disclosure Platform to make their disclosure regarding compliance with the sustainability principles.
Turkcell has established a Sustainability Committee in 2020. The Sustainability Committee, composed of executives from different functions, determines sustainability priorities and reports on all activities and outcomes carried out under the Environmental, Social, and Governance (ESG) Policies to the Board of Directors through the Corporate Governance Committee. These committees evaluated Turkcell’s ESG policies, and prepared Turkcell Human Rights Policy and Turkcell Environmental Policy, which were approved by Board of Directors on January 29, 2021. While developing globally competitive technologies, Turkcell attaches significant importance to these technologies being people and environment oriented. To create a work environment worthy of human dignity and value, Turkcell implements Human Rights Policy. To maintain long-term environmental sustainability with the awareness of environmental impact across the value chain Turkcell implements Environmental Policy. Conveying its business model to its stakeholders with a sustainability perspective, Turkcell filed an Integrated Annual Report for 2024 and 2025, prepared in accordance with Turkish Commercial Code and CMB’s “Communiqué on Principles Regarding Financial Reporting in the Capital Markets” No. II.14.1 and with the guidance of the International Integrated Reporting (IR) Framework of the International Integrated Reporting Council (IIRC). Going forward, Turkcell aims to present its economic, social, environmental, and corporate governance approach, strategy, business model, value creation process, performance, and sustainable business focus together on an annual basis reflecting the principles of transparency and accuracy.
194
Below is a summary of the significant differences between our corporate governance practices and those that would apply to U.S. companies under the NYSE corporate governance rules as of April 3, 2026:
NYSE Corporate Governance Rule for U.S. Issuers |
|
Our Practice as a Foreign Private Issuer |
Listed companies must have a majority of independent directors. |
|
Our Board currently has three members who are deemed to meet the independence standards of both the SEC and CMB Principles. Under the CMB Principles, it is required to have a board comprised of at least one-third independent members (or, in any event, two members). |
|
|
See “Item 6. Directors, Senior Management and Employees—A. Directors and Senior Management—I. Board Members.” |
|
|
Mr. Serdar Çetin, Mr. Mehmet Naci İnci and Mr. İdris Sarısoy have been appointed at the Annual General Meeting held on May 2, 2024 as independent board members. |
The non-management directors of each company must meet at regularly scheduled executive sessions without management. |
|
Turkish law does not make any distinction between management and non-management directors. However, there is a distinction between executive/non-executive board members. Our board members are all non-executive members. Members of the board who are not also members of management do not meet in regularly scheduled executive sessions. |
Listed companies must have a nominating/corporate governance committee composed entirely of independent directors, with a written charter that provides for (i) minimum duties, which are to identify individuals qualified to become board members, consistent with criteria approved by the board, and to select, or to recommend that the board select, the director nominees for the next annual meeting of shareholders; develop and recommend to the board a set of corporate governance guidelines applicable to the corporation; and oversee the evaluation of the board and management; and (ii) an annual performance evaluation of the committee. |
|
On June 23, 2004, our Board of Directors established a Corporate Governance Committee. Both Corporate Governance and Candidate Nomination Committees have their written charters which were renewed by the Board of Directors on January 28, 2016, specifying their duties. According to the CMB Principles, only committee chairs are required to be independent as defined by the Principles themselves. The charter substantially satisfies the minimum requirements of the NYSE corporate governance rules. |
Listed companies must have a compensation committee composed entirely of independent directors, with a written charter that covers certain minimum specified duties. |
|
On December 19, 2012, in conformity with the CMB’s Communiqué then in force, our Board decided to establish a Remuneration Committee to operate under our Board of Directors. The Board also adopted the Remuneration Committee’s Charter which was renewed by the Board on January 28, 2016. The Board approved that the Remuneration Committee shall execute the duties relating to compensation issues which were earlier granted to the Corporate Governance Committee by the Corporate Governance Committee Charter, and the Remuneration Committee shall be authorized in lieu of the Corporate Governance Committee in the “Total Remuneration Policy of the Board of Directors and Top Executives” adopted by our Board. |
Listed companies must have an audit committee that satisfies requirements set forth in Exchange Act Rule 10A-3 and additional requirements, including: (i) a NYSE Corporate Governance Rule for U.S. Issuers minimum of three members; (ii) independence as defined in NYSE Rule 303A.02; and (iii) a written charter that addresses minimum duties in addition to those required by Exchange Act Rule 10A-3. |
|
Our Audit Committee currently has three members: Mr. Serdar Çetin, Mr. Mehmet Naci İnci and Mr. İdris Sarısoy. All of the members are considered independent under the U.S. Sarbanes Oxley Act of 2002, the rules promulgated thereunder by the U.S. Securities and Exchange Commission, the applicable rules of the NYSE and the updated CMB Corporate Governance Principles. |
Listed companies must adopt and disclose corporate governance guidelines that cover certain minimum specified subjects. |
|
We are not required specifically by the CMB Principles to adopt corporate governance guidelines. However, our Board of Directors has adopted Corporate Governance Guidelines and posted a summary on its official website www.turkcell.com.tr. Our corporate governance guidelines largely cover the subjects requested by the NYSE corporate governance standards except director qualification standards and director compensation. We have further adopted an internal directive on the operations of the board of directors in order to regulate the operations of the board and principles on the exercise of its duties and authorities, and to increase cooperation with management in order to fulfill the Company’s duties as stipulated by the legislation faster, efficiently and easily, and to ensure exercise of authorities granted and eliminate reservations while exercising authority. The internal directive mainly covers subjects related to board and management structure, relationships between them, the working principles of the board, duties and responsibilities and other related subjects. |
195
16.H Mine Safety Disclosure
Not applicable.
16.I Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
16.J Insider Trading Policies
We have adopted a Disclosure Policy applicable to all Turkcell personnel and a procedures memorandum regarding transactions in Turkcell securities that is distributed to certain Turkcell personnel, which we believe are reasonably designed to promote compliance with applicable insider trading laws, rules and regulations and any listing standards applicable to Turkcell. A copy of our Disclosure Policy and procedures memorandum is filed as Exhibit 11.2 to this report.
16.K Cybersecurity
Overview
Our aim at Turkcell is to facilitate connectivity in society by recognizing our role as a provider of crucial national infrastructure and connectivity relied upon by millions. Given this responsibility, we prioritize cybersecurity and information security in all aspects of our operations.
For a telecommunications company like Turkcell, cybersecurity strategies are crucial and must align with our overall business objectives. These strategies encompass a range of practices and technologies aimed at protecting the company’s networks, systems and data from cyber threats. However, despite all of our efforts, we are unable to fully eliminate all risks from cybersecurity threats, or to state unequivocally that we have not experienced an undetected cybersecurity incident. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business—Information technology and network technology services are key to our business and are susceptible to physical and cybersecurity threats.”
Risk Management and Governance Structure
Integrating cybersecurity risk management into enterprise risk management is a crucial component of Turkcell’s holistic risk management strategy.
Potential risks stemming from internal and external factors that could impact Turkcell’s strategic objectives, as well as potential opportunities, are carefully assessed. The identification of threats, particularly those affecting information assets, is a critical component of our risk management approach.
Our Enterprise Risk Management team maintains a comprehensive database of evaluated risks, regularly updated and monitored in collaboration with various functions. Risks are classified based on their potential impact and likelihood of occurrence, categorized as very high, high, medium, or low. Additionally, the team aims to ensure that information assets are protected through various measures like confidentiality, integrity and availability.
In our risk management tool, we have eight profiles in total, including information security risks, under which cyber risks are documented. If the levels of these risks are evaluated as high or very high, then the Enterprise Risk Management team reports them to the Early Detection of Risk Committee (EDRC). The Early Detection of Risks Committee is a sub-committee of the Board that was established to assist in the oversight of early detection of risks that may jeopardize the Company’s existence, development and continuation, and in taking the necessary measures and remedial actions to manage such risks. Cyber incidents occurring in the world and in Türkiye are also analyzed, as well as the effects that may occur if a similar cyber-attack occurs at Turkcell, and the preparations taken throughout the company are presented to the EDRC upon request of the Cyber Security Directorate.
196
As part of its Cyber Defense Center, Turkcell has a Security Operations Center (SOC) team that reports to the Cyber Security Directorate. The SOC team is responsible for monitoring, analyzing and responding to cybersecurity threats. This team gathers information about potential threats from various sources, including internal logs, external feeds and industry reports. By maintaining a dedicated SOC team, Turkcell can stay informed about the latest cybersecurity trends and aim to proactively mitigate potential risks. The Cyber Security Directorate at Turkcell consists of over 160 highly skilled and certified professionals. The Cyber Security Directorate is headed by Turkcell’s Cyber Security Director who benefits from numerous years of experience in the cybersecurity domain and who reports directly to the Chief Information and Communication Technology Officer. The team is composed of individuals with diverse backgrounds and expertise, including cybersecurity analysts, incident responders, security architects, and ethical hackers. This diversity allows the team to approach cybersecurity from different perspectives and to develop comprehensive strategies to mitigate risks effectively.
In addition to their technical skills, the members of the Cyber Security Directorate hold relevant certifications in cybersecurity. These certifications demonstrate their expertise and commitment to upholding the highest standards of cybersecurity practices. Furthermore, the Cyber Security Directorate is continuously updating its skills and knowledge to stay ahead of emerging cyber threats. The team regularly participates in training programs, workshops, and conferences to stay abreast of the latest trends and developments in cybersecurity.
Monitoring is an ongoing process at Turkcell, with the Cyber Security Directorate employing advanced tools and technologies to detect and respond to security incidents in real-time. This includes monitoring network traffic, analyzing logs and events, and conducting regular security audits to ensure compliance with security policies and standards.
Cyber attackers are constantly on the lookout for vulnerabilities in systems that they can exploit to gain unauthorized access or cause harm. To mitigate these risks, Turkcell conducts regular vulnerability scans across its network and systems. These scans help identify potential weaknesses, such as outdated software, misconfigured settings, or unpatched vulnerabilities, which could be exploited by attackers.
Once vulnerabilities are identified, Turkcell takes immediate action to address them. This may involve applying patches, updating software, or reconfiguring systems to close off the identified weaknesses. By promptly addressing vulnerabilities, Turkcell reduces the likelihood of successful cyber-attacks and enhances the overall security posture of its systems.
Operational security
Turkcell utilizes various types of resources to ensure the security of its operations. These resources include open-source tools and technologies, which are software or hardware solutions that are freely available for use, modification and distribution. Open-source resources are often used in cybersecurity for tasks such as network monitoring, vulnerability assessment and threat detection. To address potential cybersecurity threats stemming from our engagement with third-party service providers, we aim to increasingly include specific agreements, covenants and representations in our contracts with such providers to require them to comply with cybersecurity rules and requirements that we deem appropriate, especially when providing services to and processing data from us. As part of their contractual commitments, those vendors and partners must report any cybersecurity incident which may have a significant impact. For third-party service providers who assist with the making of applications or software we use or make available to our customers, we may also conduct vulnerability and penetration tests to ensure compliance with our cybersecurity standards. We also aim to develop contingency plans for business continuity if our vendors are subject to a cyberattack that impacts our use of their systems.
In addition to open-source resources, Turkcell also leverages proprietary tools and technologies, which are developed and owned by the company or licensed from third-party vendors. Proprietary resources can offer unique features and functionalities tailored to Turkcell’s specific cybersecurity needs, such as advanced threat detection algorithms or custom security protocols.
Furthermore, Turkcell collaborates with third-party vendors to enhance its cybersecurity capabilities. These vendors provide specialized services and solutions, such as threat intelligence feeds, penetration testing and security audits. By engaging with third-party vendors, Turkcell can access additional expertise and resources to strengthen its cybersecurity posture.
197
In addition to internal audits, Turkcell’s cybersecurity practices are also subject to external audit processes. These external audit processes help validate Turkcell’s cybersecurity practices and demonstrate its commitment to maintaining a high level of security and compliance. These external audits include compliance with various ISO standards, such as ISO 20000 for IT service management, ISO 22301 for business continuity management, ISO 31000 for risk management, ISO 27017 for cloud security, and ISO 27001 for information security management. As of 2025, all of these certificates are valid.
In the event of incidents related to cyber-attack risks, Turkcell’s 24/7 SOC team diligently monitors and tracks these incidents as part of its comprehensive analysis and intervention processes. The SOC team is equipped with advanced tools and technologies to swiftly detect, analyze, and respond to cyber threats, in order to be positioned to protect Turkcell’s information assets and infrastructure.
The incident management process at Turkcell is robust and structured, governed by detailed written action plans and procedures. These plans cover various aspects of incident response, including the delineation of cyber incident response responsibilities across the organization, methods for incident detection and reporting, communication protocols with stakeholders, and guidelines for the use of cybersecurity tools and products.
In the event of a cyber incident, Turkcell’s -SOC team follows a systematic approach to ensure a swift and effective response. This includes conducting a thorough end-to-end analysis of the incident in accordance with the established action plans and procedures. The goal is to contain the incident, mitigate its impact, and restore normal operations as quickly as possible. Throughout the incident management process, the team maintains a high level of transparency and communication with senior management. All actions taken, as well as the outcomes and lessons learned from each incident, are documented and reported to senior management to ensure continuous improvement in Turkcell’s cybersecurity practices. Any cyber incident which may have a material effect is conveyed to the EDRC. Cybersecurity incidents undergo a comprehensive assessment by relevant stakeholders based on their materiality levels.
During 2025, all identified security incidents were managed pursuant to our existing protocols for responding to such incidents. As of the date of this report, we are not aware of any cybersecurity threats that have materially affected or are reasonably likely to materially affect us, including our business, strategy, results of operations or financial condition. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business—Information technology and network technology services are key to our business and are susceptible to physical and cybersecurity threats.”
Furthermore, Turkcell conducts a comprehensive risk assessment to anticipate the potential damages that could result from a cyber incident. This includes evaluating the financial losses, reputational damage, legal implications such as GDPR, PCI DSS, Regulatory Bodies’ audits and investigations, and impact on customer trust that could arise from a cyber-attack. Based on this assessment, Turkcell determines the risk level and develops strategies to manage and mitigate these risks effectively. Turkcell and its group subsidiaries have risk-based business and services continuity and systems recovery plans covering natural or man-made risks, including cyber risks, in place for key business processes, which are tested periodically.
Cybersecurity Training
Turkcell places a strong emphasis on enhancing information security awareness across its organization through comprehensive and continuous initiatives. These initiatives encompass various activities aimed at educating and empowering employees and key stakeholders on the importance of information security.
One of the key components of Turkcell’s information security awareness program is the provision of regular general information security awareness training to employees and critical stakeholders. These training sessions cover a wide range of topics, including best practices for safeguarding information, recognizing phishing attempts, and understanding the importance of data protection regulations. By providing this training, Turkcell ensures that its employees are well-equipped to identify and mitigate potential security risks.
In addition to general awareness training, Turkcell also offers specialized cybersecurity training tailored to different job roles and business processes. These training programs focus on both technical and non-technical aspects of cybersecurity, providing employees with the knowledge and skills necessary to effectively protect Turkcell’s information assets.
198
Turkcell also utilizes various communication channels to reinforce information security awareness among its employees. This includes sending out general and thematic informational emails, creating posters and infographics, and developing interactive games and quizzes. These communication efforts help to keep information security top-of-mind for employees and encourage them to adopt secure practices in their daily work.
To further enhance employee awareness, Turkcell conducts social engineering tests throughout the year. These tests simulate real-world cyber-attacks to assess employees’ susceptibility to phishing scams and other social engineering tactics. By conducting these tests regularly and using different concepts, Turkcell can identify and address potential vulnerabilities in its workforce.
Moreover, Turkcell organizes cybersecurity activities such as Bugbounty and Capture The Flag (CTF) competitions. These activities not only engage employees and cybersecurity experts but also provide valuable hands-on experience in dealing with cybersecurity threats and vulnerabilities.
Turkcell also recognizes the importance of preparing for cyber incidents that may escalate into crises. To this end, the company conducts cybersecurity drills to simulate such scenarios and test its incident response capabilities. These drills help Turkcell identify areas for improvement in its incident response procedures in its goal to ensure that its employees are well-prepared to handle cyber crises effectively.
ITEM 17. FINANCIAL STATEMENTS
We have responded to Item 18 in lieu of responding to this item.
ITEM 18. FINANCIAL STATEMENTS
Our Consolidated Financial Statements as of December 31, 2023, 2024 and 2025 are filed as part of this annual report, on pages F-1 through F-111.
199
ITEM 19. EXHIBITS
EXHIBIT |
|
DESCRIPTION |
1.1 |
|
Articles of Association of Turkcell İletişim Hizmetleri A.Ş. |
2.1 |
|
|
8.1 |
|
|
11.2 |
|
|
12.1 |
|
|
12.2 |
|
|
13.1 |
|
|
97.1 |
|
|
101.INS |
|
XBRL Instance Document. |
101.SCH |
|
XBRL Taxonomy Extension Schema Document. |
101.CAL |
|
XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF |
|
XBRL Taxonomy Definition Linkbase Document. |
101.LAB |
|
XBRL Taxonomy Extension Label Linkbase Document. |
101.PRE |
|
XBRL Taxonomy Extension Presentation Linkbase Document. |
104 |
|
Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101) |
200
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
|
TURKCELL İLETIŞIM HIZMETLERI A.Ş. |
|
|
|
|
Date: April 17, 2026 |
By: |
/s/ Ali Taha Koç |
|
|
|
|
|
Ali Taha Koç |
|
|
|
|
|
Chief Executive Officer |
|
|
|
|
TURKCELL İLETIŞIM HIZMETLERI A.Ş. |
|
|
|
|
Date: April 17, 2026 |
By: |
/s/ Kamil Kalyon |
|
|
|
|
|
Kamil Kalyon |
|
|
|
|
|
Chief Financial Officer |
201
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
|
Page |
Consolidated Financial Statements of Turkcell İletişim Hizmetleri A.Ş. |
|
Report of Independent Registered Public Accounting Firm (GÜNEY BAĞIMSIZ DENETİM VE SERBEST MUHASEBECI MALİ MÜŞAVİRLİK A.Ş. PCAOB ID: 1750) |
F-2 |
Report of Independent Registered Public Accounting Firm (GÜNEY BAĞIMSIZ DENETİM VE SERBEST MUHASEBECI MALİ MÜŞAVİRLİK A.Ş. PCAOB ID: 1750) |
F-4 |
Consolidated Statements of Financial Position as at December 31, 2025 and 2024 |
F-5 |
Consolidated Statements of Profit or Loss for the years ended December 31, 2025, 2024 and 2023 |
F-7 |
F-8 |
|
Consolidated Statements of Changes in Equity for the year ended December 31, 2025, 2024 and 2023 |
F-9 |
Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023 |
F-10 |
F-12 |
F-1
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Turkcell İletişim Hizmetleri A.Ş.
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial position of Turkcell İletişim Hizmetleri A.Ş. (the Company) as of December 31, 2025 and 2024, the related consolidated statements of profit or loss, other comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated April 17, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
F-2
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Telecommunications services revenue recognition |
|
Description of the Matter |
As described in Note 2, Note 5 and Note 6 to the consolidated financial statements, the Company reported telecommunication services revenue of TL 204.447.131 thousand for the year ended 31 December 2025. Management records revenue according to the principles of IFRS 15, Revenue from Contracts with Customers. Auditing the significant telecommunication services revenue streams recorded by the Company was complex due to the multiple IT systems and tools utilized in the initiation, processing and recording of transactions, which includes a high volume of individually low monetary value transactions. Furthermore, judgement and the involvement of IT professionals was required to determine the audit approach to test and evaluate the relevant data that was captured and aggregated, and to assess the sufficiency of the audit evidence obtained. |
How We Addressed the Matter in Our Audit |
We, together with our IT professionals, obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s revenue recognition process, including controls over the appropriate flow of transactional data through IT systems and tools and the reconciliation of the transactional data to the accounting records. For significant telecommunication services revenue streams, our audit procedures included, among others, reconciling the billing data from source systems to the general ledger. In addition, on a sample basis, we evaluated management’s assessment of the accounting treatment for compliance with IFRS 15, and tested revenue transactions through agreeing the data inputs to underlying source documentation. We performed a correlation analysis between invoiced revenue, receivables and cash receipts and performed incremental audit procedures, such as investigating identified variances and agreeing items to source documents, where the variances were not consistent with our expectations. |
/s/ GUNEY BAGIMSIZ DENETIM VE SERBEST MUHASEBECI MALI MUSAVIRLIK A.S.
We have served as the Company’s auditor since 2023.
Istanbul, Turkiye
April 17, 2026
F-3
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Turkcell İletişim Hizmetleri A.Ş.
Opinion on Internal Control Over Financial Reporting
We have audited Turkcell İletişim Hizmetleri A.Ş.’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Turkcell İletişim Hizmetleri A.Ş. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial position of the Company as of December 31, 2025 and 2024, the related consolidated statements of profit or loss, other comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated 17 April 2026 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/GUNEY BAGIMSIZ DENETIM VE SERBEST MUHASEBECI MALI MUSAVIRLIK A.Ş.
Istanbul, Turkiye
April 17, 2026
F-4
TURKCELL ILETISIM HIZMETLERI AS
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
|
|
Notes |
|
31 December 2025 |
|
31 December 2024 |
Assets |
|
|
|
|
|
|
Property, plant and equipment |
|
12 |
|
157,349,726 |
|
136,947,073 |
Right-of-use assets |
|
16 |
|
22,960,789 |
|
13,316,818 |
Intangible assets |
|
13 |
|
104,979,905 |
|
107,164,641 |
Investment properties |
|
15 |
|
222,623 |
|
245,206 |
Trade receivables |
|
19 |
|
257,003 |
|
429,371 |
Receivables from financial services |
|
20 |
|
283,932 |
|
480,570 |
Contract assets |
|
21 |
|
258,174 |
|
215,978 |
Financial assets at fair value through other comprehensive income |
|
24 |
|
29,152,733 |
|
15,513,584 |
Financial assets at fair value through profit or loss |
|
24 |
|
8,620,841 |
|
7,803,449 |
Deferred tax assets |
|
18 |
|
8,080,833 |
|
3,321,888 |
Investments in equity accounted investees |
|
40 |
|
3,567,677 |
|
6,929,473 |
Other non-current assets |
|
17 |
|
8,209,949 |
|
9,447,383 |
Total non-current assets |
|
|
|
343,944,185 |
|
301,815,434 |
|
|
|
|
|
|
|
Inventories |
|
22 |
|
897,953 |
|
883,014 |
Trade receivables |
|
19 |
|
23,545,458 |
|
21,549,127 |
Due from related parties |
|
38 |
|
367,539 |
|
322,688 |
Receivables from financial services |
|
20 |
|
8,814,916 |
|
9,348,782 |
Due from receivables from financial services |
|
38 |
|
14,661 |
|
- |
Contract assets |
|
21 |
|
6,321,129 |
|
6,806,987 |
Derivative financial instruments |
|
34 |
|
1,779,279 |
|
2,674,277 |
Financial assets at amortized cost |
|
24 |
|
2,148,886 |
|
1,395,180 |
Financial assets at fair value through other comprehensive income |
|
24 |
|
9,524,555 |
|
2,933,859 |
Financial assets at fair value through profit or loss |
|
24 |
|
2,485,526 |
|
4,677,683 |
Cash and cash equivalents |
|
23 |
|
91,828,282 |
|
90,229,753 |
Other current assets |
|
17 |
|
8,900,463 |
|
7,993,588 |
Total current assets |
|
|
|
156,628,647 |
|
148,814,938 |
Total assets |
|
|
|
500,572,832 |
|
450,630,372 |
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
Share capital |
|
25 |
|
61,106,064 |
|
61,106,064 |
Share premium |
|
|
|
54,892 |
|
54,892 |
Treasury shares |
|
|
|
(1,907,263) |
|
(1,738,450) |
Reserves |
|
|
|
8,515,633 |
|
2,892,888 |
Remeasurements of defined benefit plan |
|
|
|
(3,219,875) |
|
(4,042,613) |
Retained earnings |
|
|
|
194,783,618 |
|
186,452,065 |
Total equity attributable to equity holders of Turkcell Iletisim Hizmetleri AS (“the Company”) |
|
|
|
259,333,069 |
|
244,724,846 |
Total equity |
|
|
|
259,333,069 |
|
244,724,846 |
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
F-5
TURKCELL ILETISIM HIZMETLERI AS
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
|
|
Notes |
|
31 December 2025 |
|
31 December 2024 |
Liabilities |
|
|
|
|
|
|
Borrowings |
|
28 |
|
122,732,860 |
|
68,633,607 |
Trade and other payables |
|
|
|
424,506 |
|
220,971 |
Due to related parties |
|
38 |
|
94,405 |
|
331 |
Employee benefit obligations |
|
29 |
|
2,890,693 |
|
3,968,757 |
Provisions |
|
32 |
|
2,822,076 |
|
2,511,529 |
Deferred tax liabilities |
|
18 |
|
15,806,844 |
|
6,871,513 |
Contract liabilities |
|
31 |
|
2,524,641 |
|
2,817,919 |
Other non-current liabilities |
|
27 |
|
1,953,334 |
|
1,986,165 |
Total non-current liabilities |
|
|
|
149,249,359 |
|
87,010,792 |
|
|
|
|
|
|
|
Borrowings |
|
28 |
|
35,916,266 |
|
67,939,788 |
Current tax liabilities |
|
|
|
1,108,722 |
|
1,466,919 |
Trade and other payables |
|
33 |
|
42,996,243 |
|
38,838,913 |
Due to related parties |
|
38 |
|
1,426,111 |
|
1,256,430 |
Deferred revenue |
|
30 |
|
1,133,040 |
|
664,358 |
Provisions |
|
32 |
|
5,855,440 |
|
6,086,962 |
Contract liabilities |
|
31 |
|
2,021,937 |
|
1,992,836 |
Derivative financial instruments |
|
34 |
|
1,532,645 |
|
648,528 |
Total current liabilities |
|
|
|
91,990,404 |
|
118,894,734 |
|
|
|
|
|
|
|
Total liabilities |
|
|
|
241,239,763 |
|
205,905,526 |
|
|
|
|
|
|
|
Total equity and liabilities |
|
|
|
500,572,832 |
|
450,630,372 |
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
F-6
TURKCELL ILETISIM HIZMETLERI AS
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
For the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
|
|
|
|
31 December |
|
31 December |
|
31 December |
|
|
Notes |
|
2025 |
|
2024 |
|
2023 |
|
|
|
|
|
|
|
|
|
Revenue |
|
6 |
|
229,014,273 |
|
207,927,708 |
|
194,579,822 |
Revenue from financial services |
|
6 |
|
12,456,548 |
|
10,232,322 |
|
7,849,131 |
Total revenue |
|
|
|
241,470,821 |
|
218,160,030 |
|
202,428,953 |
Cost of revenue |
|
11 |
|
(164,716,655) |
|
(157,639,115) |
|
(155,418,240) |
Cost of revenue from financial services |
|
11 |
|
(8,407,783) |
|
(6,686,535) |
|
(4,115,583) |
Total cost of revenue |
|
|
|
(173,124,438) |
|
(164,325,650) |
|
(159,533,823) |
Gross profit |
|
|
|
64,297,618 |
|
50,288,593 |
|
39,161,582 |
Gross profit from financial services |
|
|
|
4,048,765 |
|
3,545,787 |
|
3,733,548 |
Total gross profit |
|
|
|
68,346,383 |
|
53,834,380 |
|
42,895,130 |
Other income |
|
7 |
|
452,244 |
|
329,088 |
|
1,668,287 |
Selling and marketing expenses |
|
11 |
|
(16,880,722) |
|
(14,330,980) |
|
(10,738,540) |
Administrative expenses |
|
11 |
|
(9,948,315) |
|
(9,057,569) |
|
(6,481,128) |
Net impairment losses on financial and contract assets |
|
11 |
|
(1,428,706) |
|
(1,336,712) |
|
(1,905,236) |
Other expenses |
|
7 |
|
(2,227,278) |
|
(3,374,279) |
|
(10,674,263) |
Operating profit |
|
|
|
38,313,606 |
|
26,063,928 |
|
14,764,250 |
Finance income |
|
9 |
|
16,841,450 |
|
13,584,573 |
|
23,931,920 |
Finance costs |
|
9 |
|
(22,064,023) |
|
(22,285,584) |
|
(37,666,918) |
Monetary gain (loss) |
|
9 |
|
1,598,366 |
|
7,657,905 |
|
7,213,152 |
Net finance costs |
|
|
|
(3,624,207) |
|
(1,043,106) |
|
(6,521,846) |
Share of (loss)/ profit of equity accounted investees |
|
40 |
|
(3,499,147) |
|
(4,139,657) |
|
2,882,287 |
Profit before income tax |
|
|
|
31,190,252 |
|
20,881,165 |
|
11,124,691 |
Income tax (expense)/ benefit |
|
10 |
|
(13,398,842) |
|
(6,369,264) |
|
8,836,533 |
Profit from continuing operations |
|
|
|
17,791,410 |
|
14,511,901 |
|
19,961,224 |
Profit from discontinued operations |
|
3 |
|
(187,403) |
|
16,267,250 |
|
3,722,307 |
Profit for the year |
|
|
|
17,604,007 |
|
30,779,151 |
|
23,683,531 |
Profit for the year is attributable to: |
|
|
|
|
|
|
|
|
Owners of the Company |
|
|
|
17,604,007 |
|
30,790,359 |
|
23,724,634 |
Non-controlling interests |
|
|
|
— |
|
(11,208) |
|
(41,103) |
Total |
|
|
|
17,604,007 |
|
30,779,151 |
|
23,683,531 |
Basic and diluted earnings per share for profit attributable to owners of the Company (in full TL) |
|
26 |
|
8.08 |
|
14.12 |
|
10.87 |
Basic and diluted earnings per share for profit from continuing operations attributable to owners of the Company (in full TL) |
|
26 |
|
8.17 |
|
6.66 |
|
9.17 |
Basic and diluted earnings per share for profit from discontinued operations attributable to owners of the Company (in full TL) |
|
26 |
|
(0.09) |
|
7.46 |
|
1.71 |
The above consolidated statement of profit or loss should be read in conjunction with the accompanying notes.
F-7
TURKCELL ILETISIM HIZMETLERI AS
CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME
For the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
|
|
|
|
31 December |
|
31 December |
|
31 December |
|
|
Notes |
|
2025 |
|
2024 |
|
2023 |
|
|
|
|
|
|
|
|
|
Profit for the period |
|
|
|
17,604,007 |
|
30,779,151 |
|
23,683,531 |
Items that will not be reclassified to profit or loss: |
|
|
|
|
|
|
|
|
Remeasurements of defined termination benefit |
|
|
|
1,161,825 |
|
(231,601) |
|
(283,013) |
Income tax relating to remeasurements of defined termination benefit |
|
10 |
|
(291,401) |
|
57,824 |
|
287,587 |
Remeasurement income/(loss) of defined benefit plans of investments accounted for using the equity method |
|
40 |
|
(47,686) |
|
- |
|
- |
|
|
|
|
822,738 |
|
(173,777) |
|
4,574 |
Other comprehensive income/(expense): |
|
|
|
|
|
|
|
|
Items that may be reclassified to profit or loss: |
|
|
|
|
|
|
|
|
Exchange differences on translation of foreign operations |
|
|
|
3,840,443 |
|
(9,546,981) |
|
5,405,283 |
Exchange differences on translation of investments accounted for using the equity method |
|
40 |
|
185,037 |
|
- |
|
- |
Fair value reserve |
|
|
|
714,892 |
|
132,109 |
|
282,718 |
Cash flow hedges |
|
|
|
(861,118) |
|
(673,510) |
|
2,973,042 |
Cost of hedging reserve |
|
|
|
- |
|
1,978,130 |
|
(735,823) |
Hedges of net investments in foreign operations |
|
|
|
2,011,985 |
|
2,136,224 |
|
(4,427,212) |
Income tax relating to these items |
|
10 |
|
(466,436) |
|
(901,407) |
|
1,860,364 |
-Income tax relating to exchange differences |
|
|
|
- |
|
- |
|
(928,007) |
- Income tax relating to cash flow hedges |
|
|
|
215,283 |
|
160,208 |
|
48,193 |
- Income tax relating to cost of hedging reserve |
|
|
|
- |
|
(494,532) |
|
517,872 |
- Income tax relating to fair value reserve |
|
|
|
(178,723) |
|
(33,027) |
|
(10,420) |
- Income tax relating to hedges of net investments |
|
|
|
(502,996) |
|
(534,056) |
|
2,232,726 |
|
|
|
|
5,424,803 |
|
(6,875,435) |
|
5,358,372 |
Other comprehensive income/(loss) for the year, net of income tax |
|
|
|
6,247,541 |
|
(7,049,212) |
|
5,362,946 |
Total comprehensive income for the year |
|
|
|
23,851,548 |
|
23,729,939 |
|
29,046,477 |
|
|
|
|
|
|
|
|
|
Total comprehensive income for the year is attributable to: |
|
|
|
|
|
|
|
|
Owners of the Company |
|
|
|
23,851,548 |
|
23,741,147 |
|
29,087,580 |
Non-controlling interests |
|
|
|
- |
|
(11,208) |
|
(41,103) |
Total |
|
|
|
23,851,548 |
|
23,729,939 |
|
29,046,477 |
The above consolidated statement of other comprehensive income should be read in conjunction with the accompanying notes.
F-8
TURKCELL ILETISIM HIZMETLERI AS
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
|
|
|
|
|
|
|
|
|
|
|
|
Hedges of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
investments |
|
|
|
Cost of |
|
Foreign |
|
Remeasurement |
|
|
|
Reserve of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Legal |
|
Fair value |
|
in foreign |
|
Hedging |
|
hedging |
|
currency |
|
of defined |
|
|
|
disposal |
|
|
|
Non- |
|
|
|
|
Share |
|
Treasury |
|
Share |
|
reserves |
|
reserve |
|
operations |
|
reserve |
|
reserve |
|
translation |
|
benefit |
|
Retained |
|
group held |
|
|
|
controlling |
|
Total |
|
|
capital |
|
shares |
|
premium |
|
(*) |
|
(*) |
|
(*) |
|
(*) |
|
(*) |
|
reserve (*) |
|
plan |
|
earnings |
|
for sale |
|
Total |
|
interests |
|
equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 January 2023 |
|
61,106,064 |
|
(1,343,214) |
|
14,520 |
|
46,082,546 |
|
(442,406) |
|
(8,266,267) |
|
4,963,438 |
|
(13,790,083) |
|
(24,005,216) |
|
(3,873,410) |
|
146,245,136 |
|
- |
|
206,691,108 |
|
12,135 |
|
206,703,243 |
Profit/ (loss) for the year |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
23,724,634 |
|
- |
|
23,724,634 |
|
(41,103) |
|
23,683,531 |
Other comprehensive income, net of income tax |
|
- |
|
- |
|
- |
|
- |
|
272,298 |
|
(2,194,486) |
|
3,021,235 |
|
(217,951) |
|
4,477,276 |
|
4,574 |
|
- |
|
- |
|
5,362,946 |
|
- |
|
5,362,946 |
Total comprehensive income |
|
- |
|
- |
|
- |
|
- |
|
272,298 |
|
(2,194,486) |
|
3,021,235 |
|
(217,951) |
|
4,477,276 |
|
4,574 |
|
23,724,634 |
|
- |
|
29,087,580 |
|
(41,103) |
|
29,046,477 |
Transfers to legal reserves |
|
- |
|
- |
|
- |
|
635,253 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(635,253) |
|
- |
|
- |
|
- |
|
- |
Acquisition of treasury shares (-) |
|
- |
|
(95,917) |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(95,917) |
|
- |
|
(95,917) |
Acquisition of subsidiary |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
4,487 |
|
4,487 |
Dividend paid (Note 25) |
|
- |
|
38,196 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(4,696,138) |
|
- |
|
(4,657,942) |
|
- |
|
(4,657,942) |
Discontinued operations |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(11,603,778) |
|
- |
|
- |
|
11,603,778 |
|
- |
|
- |
|
- |
Other |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
Balance at 31 December 2023 |
|
61,106,064 |
|
(1,400,935) |
|
14,520 |
|
46,717,799 |
|
(170,108) |
|
(10,460,753) |
|
7,984,673 |
|
(14,008,034) |
|
(31,131,718) |
|
(3,868,836) |
|
164,638,379 |
|
11,603,778 |
|
231,024,829 |
|
(24,481) |
|
231,000,348 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 January 2024 |
|
61,106,064 |
|
(1,400,935) |
|
14,520 |
|
46,717,799 |
|
(170,108) |
|
(10,460,753) |
|
7,984,673 |
|
(14,008,034) |
|
(31,131,718) |
|
(3,868,836) |
|
164,638,379 |
|
11,603,778 |
|
231,024,829 |
|
(24,481) |
|
231,000,348 |
Profit/ (loss) for the year |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
30,790,359 |
|
- |
|
30,790,359 |
|
(11,208) |
|
30,779,151 |
Other comprehensive income, net of income tax |
|
- |
|
- |
|
- |
|
- |
|
99,082 |
|
1,602,168 |
|
(513,302) |
|
1,483,598 |
|
2,056,797 |
|
(173,777) |
|
- |
|
(11,603,778) |
|
(7,049,212) |
|
- |
|
(7,049,212) |
Total comprehensive income |
|
- |
|
- |
|
- |
|
- |
|
99,082 |
|
1,602,168 |
|
(513,302) |
|
1,483,598 |
|
2,056,797 |
|
(173,777) |
|
30,790,359 |
|
(11,603,778) |
|
23,741,147 |
|
(11,208) |
|
23,729,939 |
Transfers to legal reserves |
|
- |
|
- |
|
- |
|
1,104,742 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(1,104,742) |
|
- |
|
- |
|
- |
|
- |
Dividend paid (Note 25) |
|
- |
|
91,807 |
|
- |
|
(1,872,056) |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(7,794,028) |
|
- |
|
(9,574,277) |
|
- |
|
(9,574,277) |
Acquisition of treasury shares (-) |
|
- |
|
(429,322) |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(429,322) |
|
- |
|
(429,322) |
Acquisition of subsidiary |
|
- |
|
- |
|
40,372 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
40,372 |
|
- |
|
40,372 |
Transactions with non-controlling interests |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(77,903) |
|
- |
|
(77,903) |
|
28,164 |
|
(49,739) |
Other |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
7,525 |
|
7,525 |
Balance at 31 December 2024 |
|
61,106,064 |
|
(1,738,450) |
|
54,892 |
|
45,950,485 |
|
(71,026) |
|
(8,858,585) |
|
7,471,371 |
|
(12,524,436) |
|
(29,074,921) |
|
(4,042,613) |
|
186,452,065 |
|
- |
|
244,724,846 |
|
- |
|
244,724,846 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 January 2025 |
|
61,106,064 |
|
(1,738,450) |
|
54,892 |
|
45,950,485 |
|
(71,026) |
|
(8,858,585) |
|
7,471,371 |
|
(12,524,436) |
|
(29,074,921) |
|
(4,042,613) |
|
186,452,065 |
|
- |
|
244,724,846 |
|
- |
|
244,724,846 |
Profit/ (loss) for the year |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
17,604,007 |
|
- |
|
17,604,007 |
|
- |
|
17,604,007 |
Other comprehensive income, net of income tax |
|
- |
|
- |
|
- |
|
- |
|
536,169 |
|
1,508,989 |
|
(645,835) |
|
- |
|
4,025,480 |
|
822,738 |
|
- |
|
- |
|
6,247,541 |
|
- |
|
6,247,541 |
Total comprehensive income |
|
- |
|
- |
|
- |
|
- |
|
536,169 |
|
1,508,989 |
|
(645,835) |
|
- |
|
4,025,480 |
|
822,738 |
|
17,604,007 |
|
- |
|
23,851,548 |
|
- |
|
23,851,548 |
Transfers to legal reserves |
|
- |
|
- |
|
- |
|
875,645 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(875,645) |
|
- |
|
- |
|
- |
|
- |
Dividend paid (Note 25) |
|
- |
|
88,763 |
|
- |
|
(677,703) |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(8,396,809) |
|
- |
|
(8,985,749) |
|
- |
|
(8,985,749) |
Acquisition of treasury shares |
|
- |
|
(257,576) |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(257,576) |
|
- |
|
(257,576) |
Balance at 31 December 2025 |
|
61,106,064 |
|
(1,907,263) |
|
54,892 |
|
46,148,427 |
|
465,143 |
|
(7,349,596) |
|
6,825,536 |
|
(12,524,436) |
|
(25,049,441) |
|
(3,219,875) |
|
194,783,618 |
|
- |
|
259,333,069 |
|
- |
|
259,333,069 |
(*) |
Included in Reserves in the consolidated statement of financial position. |
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
F-9
TURKCELL ILETISIM HIZMETLERI AS
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
|
|
|
|
31 December |
|
31 December |
|
31 December |
|
|
Note |
|
2025 |
|
2024 |
|
2023 |
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Profit for the year |
|
|
|
17,791,410 |
|
14,511,901 |
|
19,961,224 |
Discontinued operations |
|
|
|
(187,403) |
|
16,267,250 |
|
3,722,307 |
Profit for the year including discontinued operations |
|
|
|
17,604,007 |
|
30,779,151 |
|
23,683,531 |
|
|
|
|
|
|
|
|
|
Adjustments for: |
|
|
|
|
|
|
|
|
Depreciation of property, plant and equipment and investment properties |
|
12-15 |
|
24,472,902 |
|
25,100,733 |
|
22,623,756 |
Amortization of intangible assets and right of use assets |
|
9 - 10 |
|
38,876,519 |
|
36,976,479 |
|
40,622,701 |
Impairment on property, plant and equipment and intangible asset |
|
12-13 |
|
578,914 |
|
179,148 |
|
(2,686) |
Net finance expense |
|
|
|
3,517,629 |
|
6,823,574 |
|
5,112,607 |
Fair value adjustments to derivatives |
|
|
|
729,348 |
|
4,001,842 |
|
(2,483,194) |
Income tax expense |
|
10 |
|
13,398,842 |
|
6,788,718 |
|
(8,284,761) |
Gain on sale of property, plant and equipment |
|
|
|
57,738 |
|
45,625 |
|
30,197 |
Effects of exchange rate changes and inflation adjustments |
|
|
|
16,026,073 |
|
(2,563,603) |
|
19,787,328 |
Provisions |
|
|
|
8,987,221 |
|
9,656,990 |
|
8,880,923 |
Share of (profit)/loss of equity accounted investees |
|
40 |
|
3,499,147 |
|
4,139,657 |
|
(2,882,287) |
Fair value adjustments to financial assets through profit or loss |
|
|
|
(202,147) |
|
(2,233,632) |
|
(8,702,488) |
Gain on sale of subsidiary |
|
3 |
|
- |
|
(11,546,264) |
|
- |
Non-cash other adjustments |
|
|
|
551,040 |
|
276,375 |
|
7,015 |
|
|
|
|
|
|
|
|
|
Change in operating assets/liabilities |
|
|
|
128,097,233 |
|
108,424,793 |
|
98,392,642 |
Change in trade receivables |
|
|
|
(2,721,046) |
|
(1,447,093) |
|
(263,605) |
Change in due from related parties |
|
|
|
(44,732) |
|
2,035 |
|
(74,342) |
Change in receivables from financial services |
|
|
|
433,903 |
|
2,155,859 |
|
(1,081,201) |
Change in inventories |
|
|
|
(14,939) |
|
190,403 |
|
(186,261) |
Change in other current assets |
|
|
|
(1,325,977) |
|
(761,008) |
|
(2,349,691) |
Change in other non-current assets |
|
|
|
(685,189) |
|
(93,800) |
|
1,485,341 |
Change in due to related parties |
|
|
|
258,604 |
|
134,856 |
|
(732,528) |
Change in trade and other payables |
|
|
|
4,034,712 |
|
(303,096) |
|
1,768,757 |
Change in other non-current liabilities |
|
|
|
33,010 |
|
(179,413) |
|
79,977 |
Change in employee benefit obligations |
|
|
|
(409,802) |
|
(534,804) |
|
(1,065,894) |
Change in contract asset |
|
|
|
442,914 |
|
(809,392) |
|
(115,950) |
Change in deferred revenue |
|
|
|
502,783 |
|
305,440 |
|
245,647 |
Change in contract liability |
|
|
|
(264,177) |
|
(96,389) |
|
597,708 |
Changes in other working capital |
|
|
|
(5,627,690) |
|
(3,375,399) |
|
(2,888,760) |
Cash generated from operations |
|
|
|
122,709,607 |
|
103,612,992 |
|
93,811,840 |
Interest paid |
|
|
|
(17,064,006) |
|
(17,998,161) |
|
(13,901,682) |
Income tax paid |
|
|
|
(9,026,028) |
|
(2,816,087) |
|
(1,064,584) |
Net cash inflow from operating activities |
|
|
|
96,619,573 |
|
82,798,744 |
|
78,845,574 |
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Acquisition of property, plant and equipment |
|
|
|
(43,967,866) |
|
(40,182,441) |
|
(26,866,847) |
Acquisition of intangible assets |
|
|
|
(27,808,416) |
|
(26,480,747) |
|
(28,889,597) |
Proceeds from sale of property, plant and equipment |
|
|
|
815,642 |
|
2,497,555 |
|
639,486 |
Payments for advances given for acquisition of property, plant and equipment |
|
|
|
(117,743) |
|
40,372 |
|
- |
Contribution of increase of share capital in joint ventures/associates |
|
|
|
- |
|
(89) |
|
(1,026,837) |
Cash inflows from sale of shares or borrowing instruments of other enterprises or funds |
|
|
|
81,869,801 |
|
50,654,128 |
|
28,928,016 |
Cash outflows from purchase of shares or borrowing instruments of other enterprises or funds |
|
|
|
(108,053,208) |
|
(78,769,158) |
|
(30,454,901) |
Cash inflows from financial assets at fair value through profit or loss |
|
|
|
4,313,672 |
|
20,041,106 |
|
26,538,687 |
Cash outflows from financial assets at fair value through profit or loss |
|
|
|
- |
|
(8,785,951) |
|
(19,384,800) |
Change in other cash advances given |
|
|
|
1,955,206 |
|
(920,190) |
|
- |
Proceeds from disposal of subsidiary, net of cash disposed |
|
|
|
528,041 |
|
17,957,566 |
|
- |
Interest received |
|
|
|
15,526,268 |
|
15,386,614 |
|
11,008,888 |
Net cash outflow from investing activities |
|
|
|
(74,938,603) |
|
(48,561,235) |
|
(39,507,905) |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Proceeds from derivative instruments |
|
41 |
|
9,747,641 |
|
7,091,034 |
|
14,645,370 |
Repayments of derivative instruments |
|
41 |
|
(9,136,039) |
|
(7,580,966) |
|
(8,989,303) |
Proceeds from issues of loans and borrowings |
|
|
|
90,940,793 |
|
67,319,829 |
|
118,471,632 |
Proceeds from issues of bonds |
|
|
|
51,166,565 |
|
19,464,996 |
|
14,786,333 |
Repayments of borrowings |
|
|
|
(92,008,008) |
|
(61,555,760) |
|
(103,544,001) |
Transactions with non controlling interests |
|
|
|
- |
|
(49,739) |
|
- |
Repayments of bonds |
|
|
|
(33,961,746) |
|
(20,001,004) |
|
(9,995,476) |
Dividends paid to shareholders |
|
25 |
|
(8,985,749) |
|
(9,574,277) |
|
(4,696,131) |
Acquisition of treasury shares |
|
|
|
(257,576) |
|
(429,322) |
|
(95,917) |
Payments of lease liabilities |
|
|
|
(9,036,861) |
|
(7,491,591) |
|
(7,789,768) |
Net cash (outflow)/inflow from financing activities |
|
|
|
(1,530,980) |
|
(12,806,800) |
|
12,792,739 |
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents |
|
|
|
20,149,990 |
|
21,430,709 |
|
52,130,408 |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at 1 January |
|
|
|
89,862,901 |
|
101,718,644 |
|
80,774,531 |
|
|
|
|
|
|
|
|
|
Effects of exchange rate changes on cash and cash equivalents and inflation adjustment |
|
|
|
(18,245,119) |
|
(33,286,452) |
|
(31,186,295) |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at 31 December |
|
23 |
|
91,767,772 |
|
89,862,901 |
|
101,718,644 |
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
F-10
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
Notes to the consolidated financial statements |
|
Page |
|
|
F-12 |
||
Basis of preparation and summary of material accounting policies |
|
F-14 |
|
|
F-49 |
||
|
F-50 |
||
|
F-52 |
||
|
F-55 |
||
|
F-57 |
||
|
F-57 |
||
|
F-58 |
||
|
F-58 |
||
|
F-60 |
||
|
F-61 |
||
|
F-62 |
||
|
F-63 |
||
|
F-64 |
||
|
F-65 |
||
|
F-65 |
||
|
F-66 |
||
|
F-68 |
||
|
F-68 |
||
|
F-68 |
||
|
F-68 |
||
|
F-69 |
||
|
F-70 |
||
|
F-73 |
||
|
F-74 |
||
|
F-75 |
||
|
F-76 |
||
|
F-77 |
||
|
F-78 |
||
|
F-79 |
||
|
F-79 |
||
|
F-81 |
||
|
F-81 |
||
|
F-86 |
||
|
F-96 |
||
|
F-96 |
||
|
F-103 |
||
|
F-109 |
||
40. |
|
F-110 |
|
|
F-111 |
||
|
F-111 |
||
F-11
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
1. Reporting entity
Turkcell Iletisim Hizmetleri Anonim Sirketi (the “Company” or “Turkcell”) was incorporated in Türkiye on 5 October 1993 and commenced its operations in 1994. The address of the Company’s registered office is Maltepe Aydinevler Mahallesi Inonu Caddesi No: 20, Kucukyali Ofispark/Istanbul. It is engaged in establishing and operating a Global System for Mobile Communications (“GSM”) network in Türkiye and regional states.
In April 1998, the Company signed a license agreement (the “2G License”) with the Ministry of Transport and Infrastructure of Türkiye (the “Turkish Ministry”), under which it was granted a 25-year GSM license in exchange for a license fee of USD 500,000. The License permits the Company to operate as a stand-alone GSM operator and releases it from some of the operating constraints in the Revenue Sharing Agreement, which was in effect prior to the 2G License. Under 2G license, the Company pays in cash the Undersecretariat of the Treasury (the “Turkish Treasury”) a monthly tax levy, namely a ‘treasury share’ equal to 15% of the Company’s gross revenue from Turkish GSM operations. The Company continues to build and operate its GSM network and is authorized to, among other things, set its own tariffs within certain limits, charge peak and off-peak rates, offer a variety of service and pricing packages, issue invoices directly to subscribers, collect payments and deal directly with subscribers. Following the 3G tender held by the Information Technologies and Communications Authority (“ICTA”) regarding the authorization for providing IMT-2000/UMTS services and infrastructure, the Company has been granted the A-Type license (the “3G License”) providing the widest frequency band, at a consideration of EUR 358,000 (excluding Value Added Tax (“VAT”)). Payment of the 3G license was made in cash, following the necessary approvals, on 30 April 2009.
The Company and ICTA agreed for the extension the 2G License (which was valid until 27 April 2023). With this extension, 2G License validity has been extended to 30 April 2029 for a consideration of EUR 120,000.
On 26 August 2015, “Authorization Tender on IMT Services and Infrastructure” publicly known as “4.5G license” tender, was held by the ICTA and the Company was awarded with a total frequency band of 172.4 MHz for 13 years. The tender price is EUR 1,623,460 (excluding VAT of 18%). IMT authorization period expires on 30 April 2029 and operators were able to commence service delivery for 4.5G starting from 1 April 2016. 2x1.4 MHz frequency band in 900MHz spectrum and 2 units of 2x5 MHz frequency bands in 2100 MHz spectrum were commenced on 1 December 2015, while remaining packages were commenced on 1 April 2016.
On 16 October 2025, within the scope of the tender organized by the Information and Communication Technologies Authority (ICTA) titled “Authorization Regarding the Establishment and Operation of Mobile Electronic Communications Infrastructure and the Provision of Services, and the Subjecting of Infrastructure and Services Under Existing Authorizations Expiring on 30 April 2029 to This Authorization,” the 5G spectrum allocation tender was concluded on 2 January 2026, following the first payment and the delivery of the Authorization Certificate to the Company. Accordingly, the Company will be able to continue providing mobile communication services from 30 April 2029, when the current GSM license authorization certificates expire, until 31 December 2042 (Note 42).
The Company is obliged to pay the ICTA a monthly treasury shares equal to 90% of 15% of gross revenue and 10% is paid for a universal service fund. In addition, the Company pays annual contributions in an amount equal to 0.35% of net revenue to the ICTA’s expenses and 5% of net revenue to ICTA as a frequency fee (TRx).
As of 31 December 2025, the capital shares and voting rights of TVF Bilgi Teknolojileri Iletisim Hizmetleri Yatırım Sanayi ve Ticaret Anonim Sirketi (“TVF BTIH”) and IMTIS Holdings S.a r l. (“IMTIS Holdings”) in the Company are 26.2% and 19.8%, respectively since 22 October 2020. The proportion of the Company’s shares that are traded in domestic and foreign stock exchanges are 53.95% (Note 25).
F-12
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
1. Reporting entity (continued)
The Group’s immediate and ultimate parents are TVF BTIH, wholly owned by Türkiye Varlik Fonu (“TVF”), as of 31 December 2025. TVF has been established with the Law No. 6741 and published in the Official Gazette dated 26 August 2016.
15% of the total issued shares of Turkcell, owned by TVF BTIH, have been re-classified as a separate class of Group A Shares (the “Group A Shares”);
| (i) | With respect to the Group A Shares, each shareholder have been granted six voting right as a privilege for the elections of: |
| a. | five members of the board of directors of the Company, and |
| b. | the chairman of the presiding committee of the general assembly of shareholders; |
In addition, a nomination privilege has been granted to the holders of the Group A Shares, allowing them to nominate four candidates to be used in the election of the five members of the Company’s Board of Directors, excluding the independent members.
| (ii) | All shareholders of the Company (including the holders of Group A Shares) are entitled to cast one vote per share on all other matters submitted to a vote of Turkcell’s shareholders, including the appointment of the residual four members of the board of directors of Turkcell (including independent ones); |
| (iii) | The chairman of the board of directors shall be elected among the members of the board of directors elected through the exercise of the privileges granted to Group A Shares; |
| (iv) | The meeting quorum requirement of the board of directors requires five members constituting the majority of full number of its members, and the decision quorum requires the affirmative vote of at least five members present in the meeting; and |
| (v) | So long as the above-mentioned privileges are in effect, unlimited authority to represent and bind Turkcell regulated under Article 370 of Turkish Commercial Code shall be exercised by two members of the board of directors of the Company, including at least one member of the board of directors of the Company appointed through the exercise of the said privileges by the holders of Group A Shares. |
The Company’s board of directors consists of a total of nine non-executive members including three independent members as of 31 December 2025.
The consolidated financial statements of the Company as at and for the year ended 31 December 2025 comprise the Company and its subsidiaries (together referred to as the “Group”) and the Group’s interest in associate. Subsidiaries of the Company, their locations and their nature of operations are disclosed in Note 39. The Company’s and each of its subsidiaries’, associate’s financial statements are prepared as at and for the year ended 31 December 2025.
F-13
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
2. Basis of preparation and summary of material accounting policies
This note provides a list of the material accounting policies adopted in the preparation of these consolidated financial statements. These policies have been consistently applied to all the years presented, unless otherwise stated. The consolidated financial statements are for the Group consisting of the Company and its subsidiaries and the Group’s interest in an associate.
The accompanying consolidated financial statements are based on the statutory records, with adjustments and reclassifications for the purpose of fair presentation in accordance with IFRS as issued by the IASB. The financial statements have been prepared on a historical cost basis, except for the following measured at fair value:
| - | Derivative financial instruments, |
| - | Financial asset at fair value through profit or loss and other comprehensive income. |
(a)Compliance with IFRS
The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and interpretations issued by the IFRS Interpretations Committee (“IFRICs”) applicable to companies reporting under IFRS. The financial statements comply with IFRS as issued by the International Accounting Standards Board (“IASB”).
The accounting policies, presentation and methods of computation are consistent with those of the previous financial year and corresponding reporting period, unless otherwise stated.
The General Assembly has the power to amend and reissue the financial statements. The consolidated financial statements as at and for the year ended 31 December 2025 were authorized for issue by the Board of Directors on 5 March 2026 and updated to reflect subsequent events after the original date of authorization through to 17 April 2026, for inclusion in its annual report on Form 20-F.
(b)Restatement of financial statements during the hyperinflationary periods
The financial statements of the Company and those of the subsidiaries and associates located in Türkiye and Turkish Republic of Northern Cyprus for the year ended 31 December 2025 were restated for the changes in the general purchasing power of Turkish Lira, which is their functional currency, based on International Accounting Standard No. 29 (“IAS 29”) “Financial Reporting in Hyperinflationary Economies”. IAS 29 requires that financial statements prepared in the currency of a hyperinflationary economy be stated in terms of the measuring unit current at the balance sheet date and that corresponding figures for previous periods be restated in the same terms.
One characteristic that necessitates the application of IAS 29 is a cumulative three-year inflation rate approaching or exceeding 100%. Cumulative three-year inflation rate in Türkiye reached 211.4% as at 31 December 2025, based on the Turkish nation-wide Consumer Price Index (“CPI”) announced by the Turkish Statistical Institute (“TSI”). However, IAS 29 does not establish the rate of 100% as an absolute rate at which hyperinflation is deemed to arise. It is a matter of judgment when restatement of financial statements in accordance with IAS 29 becomes necessary. Moreover, hyperinflation is also indicated by characteristics of the economic environment of a country.
F-14
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
2. Basis of preparation and summary of material accounting policies (continued)
(b) Restatement of financial statements during the hyperinflationary periods (continued)
The table below shows the evolution of CPI in the last three years and as of 31 December 2025:
|
|
2025 |
|
2024 |
|
2023 |
|
Annual Index |
|
3513.87 |
|
2684.55 |
|
1859.38 |
|
Average Index |
|
3183.23 |
|
2360.03 |
|
1488.91 |
|
|
|
|
|
|
|
|
|
Yearly Inflation |
|
30.9 |
% |
44.4 |
% |
64.8 |
% |
Cumulative Inflation (last three years) |
|
211.4 |
% |
290.8 |
% |
268.3 |
% |
In a period of inflation, an entity holding an excess of monetary assets over monetary liabilities loses purchasing power and an entity with an excess of monetary liabilities over monetary assets gains purchasing power to the extent the assets and liabilities are not linked to a price level. The gain or loss on the net monetary position is included in the statement of profit or loss as monetary gain (loss) item.
The Company restated all the non-monetary items in order to reflect the impact of the inflation restatement reporting in terms of the measuring unit current as of 31 December 2025. Consequently, the main items restated were Property, Plant and Equipment, Intangible assets, Right-of-Use Assets, Inventories Investments in Equity Accounted Associate and Joint Venture and the Equity items.
Monetary items have not been restated because they are stated in terms of the measuring unit current as of 31 December 2025.
Comparative figures must also be presented in the current currency of 31 December 2025 and are restated using the general price index of the current year. Therefore, all comparative figures for the previous reporting periods have been restated, including foreign subsidiaries’ figures, by applying a general price index, so that the resulting comparative financial statements are presented in terms of the current unit of measurement as of the closing date of the reporting period.
In the statement of profit or loss, except for depreciation and amortization which is calculated using inflation adjusted asset basis, items are restated from the dates when the items of income and expense were initially recorded. The Group uses monthly general price index for this purpose.
Similar to statement of profit or loss, all items in the statement of other comprehensive income are expressed in terms of the measuring unit current at balance sheet date. Therefore, all amounts are restated by applying the change in the general price index from the dates when the items of income and expenses were initially recorded in the financial statements. Impact of inflation accounting on hedging reserve and cost of hedging reserve is transferred to retained earnings when hyperinflation accounting is ceased.
All items except those arising from foreign operations in the statement of cash flows are expressed in a measuring unit current at the balance sheet date.
F-15
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
2.Basis of preparation and summary of material accounting policies (continued)
(b) Restatement of financial statements during the hyperinflationary periods (continued)
The subsidiaries that use functional currencies other than Turkish Lira (foreign companies with economies that are not considered to be hyperinflationary), do not apply IAS 29 (except for the adjustment of inflation for comparative presentation). The Group restates all comparative consolidated results and financial position in terms of the measuring unit current at the reporting date. The effect arising from the restatement of the beginning of the period net assets of the subsidiaries operating in the related foreign countries to the current period - end purchasing power for presentation purposes due to inflation accounting is reflected in foreign currency translation differences.
(c)Functional and presentation currency
(i)Transactions and balances
Transactions denominated in foreign currencies are translated into the functional currency using the exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated into the functional currency using the exchange rates at that date.
Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated to the functional currency using the exchange rates at the date when the fair value was determined. Exchange differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss.
Foreign exchange gains and losses are recognized in profit or loss, except:
| ● | For capitalized foreign exchange differences relating to borrowings to the extent that they are regarded as an adjustment to interest costs eligible for capitalization. |
| ● | Foreign exchange differences are deferred in equity if they relate to qualifying cash flow hedges and qualifying net investment hedges or are attributable to part of the net investment in a foreign operation. |
| ● | Foreign exchange gains and losses are presented in the statement of profit or loss on a net basis within finance income or finance costs. |
(ii)Foreign operations
The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
| ● | Assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet, |
| ● | Equity for each balance sheet presented is translated at historic cost at the date of transaction, |
| ● | Income and expenses for each statement of profit or loss and statement of comprehensive income are translated at average monthly exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions) and |
| ● | All resulting exchange differences are recognized in other comprehensive income and accumulated in the foreign currency translation reserve, in equity. |
F-16
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
2. Basis of preparation and summary of material accounting policies (continued)
(c)Functional and presentation currency (continued)
(ii)Foreign operations (continued)
| ● | On consolidation, exchange differences arising from the translation of borrowings designated as hedges of any net investment in foreign entities are recognized in other comprehensive income. When a foreign operation is sold, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale. |
| ● | Foreign currency translation differences reclassified to the statement of profit or loss on disposal of a subsidiary are foreign currency translation differences arising on the conversion from the functional currency of the subsidiary sold to TL, which is the presentation currency of the Group. |
Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.
(d)Use of estimates and judgments
The preparation of the consolidated financial statements requires the use of accounting estimates. Management also needs to exercise judgment in applying the Group’s accounting policies. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Alterations to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.
Information about significant areas of estimation, uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements are described below:
Allowance for doubtful receivables
For trade receivables and contract assets the Group applies the simplified approach to providing for expected credit losses (ECL) prescribed in IFRS 9, which requires the use of the lifetime expected loss provision. The Group performed the calculation of ECL rates separately for individual, corporate and wholesale customers. The ECLs were calculated based on actual credit loss experience over the past years. Exposures within each group were segmented based on common credit risk characteristics such as delinquency status. Future collection performance of receivables is estimated by considering general economic conditions to incorporate forward looking information to the expected credit loss calculations.
The Group also applies the general approach defined in IFRS 9 for the recognition of impairment losses on receivables from financial services, carried at amortized cost. Group appropriately classifies its financial instruments considering common risk factors (such as the type of the instrument, credit risk rating, guarantees, time to maturity and sector) to determine whether the credit risk on a financial instrument has increased significantly and to account appropriate amount of credit losses in the consolidated financial statements.
Capitalization and useful lives of assets
The Group evaluates the nature of the capitalized asset for its property, plant and equipment and intangible assets within the scope of IAS 16 and IAS 38 standards, and accordingly, the related assets are depreciated from the date at which the assets are ready for use. The useful lives of such assets depend on management’s view, considering historical experience with similar products as well as anticipation of future events which may impact their life such as changes in technology.
F-17
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
2.Basis of preparation and summary of material accounting policies (continued)
(d)Use of estimates and judgments (continued)
Capitalization and useful lives of assets (continued)
The useful lives and residual values of the Group’s assets are estimated by management at the time the asset is acquired and regularly reviewed for appropriateness. The Group defines useful lives of its assets in terms of the assets’ expected utility to the Group.
This judgment is based on the experience of the Group with similar assets. In determining the useful life of an asset, the Group also follows technical and/or commercial obsolescence arising on changes or improvements from a change in the market. The useful lives of the telecommunication licenses are based on the duration of the license agreements.
Gross versus net presentation of revenue
When the Group sells goods or services as a principal, revenue and operating costs are recorded on a gross basis. When the Group sells goods or services as an agent, revenue and operating costs are recorded on a net basis, representing the net margin earned. Whether the Group is considered to be acting as principal or agent in the transaction depends on management’s analysis described below and such judgments impact the amount of reported revenue and operating costs but do not impact reported assets, liabilities or cash flows:
Indicators that an entity is a principal:
| ● | The entity is primarily responsible for fulfilling the promise to provide the specified good or service, |
| ● | The entity has inventory risk before the specified good or service has been transferred to a customer or after transfer of control to the customer, |
| ● | The entity has discretion in establishing the price for the specified good or service. |
Contracted handset sales
The Group, the distributors and dealers offer joint campaigns to the subscribers which may include the sale of device by the dealer and/or distributor and a communication service to be provided by the Company. The Company recognizes revenue on net basis, representing the net margin earned, where all or most of the indicators below exists for the device in these transactions:
| - | The Company is not the primary obligor for the sale of handset, |
| - | The Company does not have control over the sale prices of handsets, |
| - | The Company has no inventory risk. |
In all other cases, where above factors do not exist, the Company tends to make judgement primarily by seeking whether or not the inventory risk exists. Inventory risk may arise from the Group’s exposure to economic loss for inventory held prior to the transfer of control to the customer, and/or from firm minimum‑purchase commitments with suppliers that expose the Group to economic loss.
F-18
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
2.Basis of preparation and summary of material accounting policies (continued)
(d)Use of estimates and judgments (continued)
Income taxes
The calculation of income taxes involves a degree of estimation and judgment in respect of certain items whose tax treatment cannot be finally determined until resolution has been reached with the relevant tax authority or, as appropriate, through formal legal process.
As part of the process of preparing the consolidated financial statements, the Group is required to estimate the income taxes in each of the jurisdictions and countries in which it operates. This process involves estimating the actual current tax exposure together with assessing temporary differences resulting from differing treatment of items, such as deferred revenue and reserves for tax and accounting purposes.
The recognition of deferred tax assets is based upon whether it is probable that future taxable profits will be available against which unrecognized tax losses and temporary differences can be utilized. Recognition, therefore, involves judgment regarding the future financial performance of the particular legal entity in which the deferred tax asset has been recognized.
Provisions, contingent liabilities and contingent assets
As detailed and disclosed in Note 32, the Group is involved in a number of investigations and legal proceedings (both as a plaintiff and as a defendant) arising in the ordinary course of business. All these investigations and litigations are evaluated by the Group Management and when it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation, they are accounted for in the consolidated financial statements. For ongoing investigations, Group Management considers the following in determining if a provision should be recognized and the amount of provision needed; i) actual results of investigations in similar nature, ii) information gathered from investigating regulators during oral defense or other meetings, iii) publicly available information about developments at similar investigations completed by the investigating authority. Future results or outcome of these investigations and litigations might differ from these Group Management’s expectations.
F-19
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
2. Basis of preparation and summary of material accounting policies (continued)
(d) Use of estimates and judgments (continued)
Provisions, contingent liabilities and contingent assets (continued)
All significant investigations and litigations are disclosed unless possibility of outflow is considered remote (and where information concerning provisions are very sensitive, and full disclosure could prejudice the outcome of cases). As at the reporting date, the Group Management believes that appropriate recognition criteria and measurement basis are applied to provisions, contingent liabilities and contingent assets and that sufficient information is disclosed in the notes to enable users to understand their nature, timing and amount by considering current conditions and circumstances.
Asset Retirement Obligation
The Group recognize dismantling cost for towers and base stations and provision for site restoration in the cost of an item of property, plant and equipment where the company has such a legal or constructive obligation. The dismantling costs are calculated according to best estimate of future expected payments discounted at a discount rate that reflects current market assessments of the time value of money and the risks specific to the liability. Net present value of dismantling cost is recognized as cost of the item of property, plant and equipment in non-current assets and as a long-term provision in non-current liability. Depreciation is calculated by using the same useful life relating to that asset and discount interest expense is recognized under finance cost in the statement of profit or loss. The Group expects that the obligations for dismantling, removing and site restoration will not be realized before the associated assets’ end of useful life. Obligations for dismantling, removing and site restoration are discounted using a discount rate of 9.8% - 30.5% at 31 December 2025 (31 December 2024: 9.5% - 31.2%)
Floating rate loans and borrowings
For floating–rate loans and borrowings, The Group calculates the effective interest rate(“EIR”) based on a market–derived yield curve applicable for the entire life of the instrument. While applying this approach, the calculated EIR is applied until estimated future cash flows are revised, at which point a new EIR is calculated based on the revised cash flow expectations and the current carrying amount.
(e)Changes in accounting policies
Other than the adoption of the new and revised standards as explained in Note 2(z), the Group did not make any significant changes to its accounting policies during the current year.
(f)Changes in accounting estimates
If the application of changes in the accounting estimates affects the financial results of a specific period, the changes in the accounting estimates are applied in that specific period, if they affect the financial results of current and following periods; the accounting estimate is applied prospectively in the period in which such change is made. A change in the measurement basis applied is a change in an accounting policy, and is not a change in an accounting estimate.
The Company does not have significant changes in accounting estimates during the year.
F-20
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
2. Basis of preparation and summary of material accounting policies (continued)
(g)Comparative information and revision of prior period financial information
The consolidated financial statements of the Group are prepared comparatively with the previous period in order to enable comparability of the financial position and performance trends. In order to comply with the presentation of the current period consolidated financial statements, comparative information is reclassified when deemed necessary and significant differences are disclosed. Significant changes in accounting policies and significant accounting errors are applied retrospectively and prior period financial statements are restated.
The Group has re-evaluated the operating segments in 2025 and changed the segments. As such, prior year segment reporting was restated to be in line with current operating segment structure (Note 5)
(h)Principles of consolidation and equity accounting
(i)Business combinations
Business combinations are accounted for using the acquisition method. The consideration transferred in a business combination comprises:
| ● | The fair value of the assets transferred, |
| ● | Liabilities incurred to the former owners of the acquired business, |
| ● | Equity interests issued by the Group, |
| ● | The fair value of any asset or liability resulting from a contingent consideration arrangement, and |
| ● | The fair value of any pre-existing equity interest in the subsidiary. |
F-21
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
2.Basis of preparation and summary of material accounting policies (continued)
(h)Principles of consolidation and equity accounting (continued)
(i)Business combinations (continued)
Acquisition-related costs are expensed as incurred.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date.
Goodwill is measured as the excess of the aggregate of the consideration transferred and the amount recognized for non-controlling interests. The Group recognizes any non-controlling interest in the acquired entity on an acquisition-by-acquisition basis either at fair value or at the non-controlling interest’s proportionate share of the acquired entity’s net identifiable assets.
Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.
Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently remeasured to fair value with changes in fair value recognized in profit or loss.
(ii)Subsidiaries
Subsidiaries comprise all entities over which the Group has control. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.
Intercompany transactions, balances and unrealized gains on transactions between group companies are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of profit or loss, statement of comprehensive income, statement of changes in equity and statement of financial position, respectively.
(iii)Changes in ownership interests
The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the Group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to the non-controlling and any consideration paid or received is recognized in retained earnings within equity attributable to owners of the Company.
F-22
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
2.Basis of preparation and summary of material accounting policies (continued)
(h)Principles of consolidation and equity accounting (continued)
(iv)Business combinations under common control
Business combinations between entities or businesses under common control are excluded from the scope of IFRS 3. In a business combination under common control, assets and liabilities of the acquired entity are stated at predecessor carrying values. Any difference between the consideration given and the aggregate book value of the assets and liabilities of the acquired entity at the date of the transaction is recognized in equity. The acquired entity’s results and financial position are incorporated as if both entities (acquirer and acquiree) had always been combined, or using the results from the date when either entity joined the Group, where such a date is later.
(v)Investments in associates and joint ventures
An associate is an entity over which the Group has significant influence, but not control or joint control. This is generally the case where the Group holds between 20% and 50% of the voting rights. A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture.Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control. Investments in associates and joint ventures are accounted for using the equity method of accounting after initially being recognized at cost.
The accounting policies of both companies are aligned with those of the Group. Therefore, no adjustments are made when measuring and recognizing the Group’s share of the profit or loss of the investees after the date of acquisition.
There is no significant goodwill included in the carrying value of associate or joint venture.
Under the equity method of accounting, an investment in an associate is initially recognized at cost and adjusted thereafter to recognize the Group’s share of the post-acquisition profits or losses of the investee in profit or loss, and the Group’s share of movements in other comprehensive income of the investee in other comprehensive income.
The carrying amount of equity-accounted investments is tested for impairment if impairment indicators exist.
F-23
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
2.Basis of preparation and summary of material accounting policies (continued)
(i)Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
Financial Assets
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Group’s business model for managing them. The Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs.
In order for a financial asset to be classified and measured at amortized cost or fair value through other comprehensive income, it needs to give rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. Financial assets with cash flows that are not SPPI are classified and measured at fair value through profit or loss, irrespective of the business model.
The Group’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. Financial assets classified and measured at amortized cost are held to collect contractual cash flows while financial assets classified and measured at fair value through other comprehensive income are held to collect contractual cash flows and selling.
| (i) | Subsequent measurement |
For purposes of subsequent measurement, financial assets are classified in four categories:
| ● | Financial assets at amortized cost (debt instruments) |
| ● | Financial assets at fair value through other comprehensive income with recycling of cumulative gains and losses (debt instruments) |
| ● | Financial assets designated at fair value through other comprehensive income with no recycling of cumulative gains and losses upon derecognition (equity instruments) |
| ● | Financial assets at fair value through profit or loss |
(ii)Financial assets at amortized cost (debt instruments)
Financial assets at amortized cost are subsequently measured using EIR method and are subject to impairment. Gains and losses are recognized in profit or loss when the asset is derecognized, modified or impaired.
The Group’s financial assets at amortized cost includes time deposits with maturity more than three months. For more information, refer to Note 24.
F-24
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
2.Basis of preparation and summary of material accounting policies (continued)
(i)Financial instruments (continued)
(iii)Financial assets at fair value through other comprehensive income (debt instruments)
For debt instruments at fair value through other comprehensive income, interest income, foreign exchange revaluation and impairment losses or reversals are recognized in the statement of profit or loss and computed in the same manner as for financial assets measured at amortized cost. The remaining fair value changes are recognized in other comprehensive income. Upon derecognition, the cumulative fair value change recognized in other comprehensive income is recycled to profit or loss.
The Group’s debt instruments at fair value through other comprehensive income includes investments in listed debt securities. For more information, refer to Note 24.
| (iv) | Financial assets at fair value through profit or loss |
Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net changes in fair value recognized in the statement of profit or loss.
This category includes investment funds and income from money market fund, and currency protected time deposits which the Group were irrevocably designated at fair value through profit or loss.
When an investment in an associate or a joint venture is held by, or is held indirectly through, an entity that is a venture capital organization, or a mutual fund, unit trust and similar entities including investment-linked insurance funds, the entity may elect to measure that investment at fair value through profit or loss in accordance with IFRS 9. Thus, the Group elects to measure all investments held by RE-PIE Portfoy Yonetim A.S Turkcell Yeni Teknolojiler Girisim Sermayesi (“Turkcell GSYF”) at fair value through profit or loss. For more information, refer to Note 24.
The Group assesses on a forward-looking basis ECL associated with its debt instruments carried at amortized cost and fair value through other comprehensive income. The impairment methodology applied depends on whether there has been a significant increase in credit risk.
Loss allowances are measured on either of the following bases.
| ● | 12 month expected credit losses (ECLs): these are ECLs that result from possible default events within the 12 months after the reporting date and |
| ● | Lifetime ECLs: these are ECLs that result from all possible default events over the expected life of a financial instrument. |
All Group companies apply simplified lifetime ECL measurement for trade receivables and contract assets except Turkcell Finansman which applies the general approach for trade receivable and contract assets.
F-25
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
2.Basis of preparation and summary of material accounting policies (continued)
(i)Financial instruments (continued)
Cash and cash equivalents
For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions and other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
| (i) | Sale and Repurchase Agreements |
Securities purchased under agreements to resell (“Reverse Repo”) are classified and measured at amortized cost with the objective to collect contractual cash flows that are SPPI. Reverse repo transactions are recognized as cash and cash equivalents because they have short-term maturity and is readily convertible to a known amount of cash and subject to an insignificant risk of changes in value.
Central Bank Accounts
According to the “Regulation on Required Reserves (Issue: 2013/15)” published in the Official Gazette No. 31818 on 23 April 2022, TL-denominated cash loans determined by the Central Bank and their issued securities—based on the accounting standards and record-keeping principles applicable to financing companies—loans obtained from domestic banks were also made subject to required reserves. With the amendment to the Communiqué published in the Official Gazette dated 2 December 2025 and numbered 33095, it was decided that TL and foreign currency liabilities of financing companies to domestic banks would be excluded from the scope of required reserves.
As for the liabilities subject to required reserves, the rates for Turkish lira required reserves are between 3% and 8% depending on the maturity structure, while the rates for foreign currency required reserves are between 5% and 28%, depending on the maturity structure. (As of 31 December 2024: 5% - 26%). Required reserves are reported as restricted cash under other current assets (Note 17).
Trade receivables
Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. If collection of the amounts is expected in one year or less, they are classified as current assets. If not, they are presented as non-current assets.
Current trade receivables that do not contain a significant financing component are measured at the transaction price, less provision for impairment. When the period between the transfer of the promised good or service and the payment is one year or less, the Group applies the practical expedient and does not adjust the consideration for the effects of a significant financing component. However, non-current trade receivables are recognized initially at fair value and subsequently measured at amortized cost using EIR method, less provision for impairment. See Note 35 for a description of the Group’s impairment policies.
F-26
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
2.Basis of preparation and summary of material accounting policies (continued)
(i)Financial instruments (continued)
Related parties
A related party is a person or entity that is related to the Group.
| (a) | A person or a close member of that person’s family is related to the Group if that person: |
(i) |
has control or joint control of the Group |
(ii) |
has significant influence over the Group; or |
(iii) |
is a member of the key management personnel of the Group or of a parent of the Group. |
| (b) | An entity is related to the Group if any of the following conditions applies: |
(i)The entity and the Group are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others).
(viii) The entity, or any member of a group of which it is a part, provides key management personnel services to the reporting entity or to the parent of the reporting entity
F-27
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
2.Basis of preparation and summary of material accounting policies (continued)
(i)Financial instruments (continued)
Financial liabilities
All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.
The Group’s financial liabilities include trade and other payables, loans and borrowings, and derivative financial instruments.
(i)Subsequent measurement
For purposes of subsequent measurement, financial liabilities are classified in two categories:
| ● | Financial liabilities at fair value through profit or loss |
| ● | Financial liabilities at amortized cost (loans and borrowings) |
(ii)Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss.
Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered into by the Group that are not designated as hedging instruments in hedge relationships as defined by IFRS 9. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments. Gains or losses on liabilities held for trading are recognized in the statement of profit or loss.
F-28
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
2.Basis of preparation and summary of material accounting policies (continued)
(i)Financial instruments (continued)
(iii)Financial liabilities at amortized cost (loans and borrowings)
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the EIR method. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the EIR amortization process.
Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the statement of profit or loss. For more information, refer to Note 28.
(iv)Derecognition
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the statement of profit or loss.
Offsetting financial assets and financial liabilities
Financial assets and liabilities are offset and the net amount presented in the statement of financial position where the Group has a legally enforceable right to offset the recognized amounts, and there is an intention to settle on a net basis or to realize the asset and settle the liability simultaneously.
(j)Derivative financial instruments and hedge accounting
Derivative instruments are initially recognized at the acquisition cost reflecting the fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value. The derivative instruments of the Group mainly consist of participating cross currency swap contracts which is a cross-currency swap product featuring both buy and sell option structures, cross currency /interest rate swap contracts, foreign currency swap contracts and currency forward contracts instruments. These derivative transactions, even though providing effective economic hedges under the Group risk management position, do not generally qualify for hedge accounting under the specific rules and are therefore treated as derivatives held for trading in the consolidated financial statements. The fair value changes for these derivatives are recognized in the consolidated income statement.
Fair values of foreign exchange forwards, interest rate and foreign exchange swaps (IRS, Cross Currency Swaps etc.) and options are calculated with market levels of interest rates and Central Bank of Republic of Türkiye (“CBRT”) exchange rates via valuation methods and pricing instruments correspondent with market standards. If market levels are not available for valuation date, fair value for forward contracts will be the value of the discounted future value of the difference between contract price level and forward value of CBRT exchange rate with risk free rates for the period. Interest rate and currency swaps will be valued with the difference of the discounted cash flows of each leg of the swaps using risk free rates and CBRT exchange rates. Option transactions will be valued with option pricing models using risk free rates and CBRT exchange rates.
At inception of the hedge relationship, the Group documents the economic relationship between hedging instruments and hedged items including whether changes in the cash flows of the hedging instruments are expected to offset changes in the cash flows of hedged items. The Group documents its risk management objective and strategy for undertaking its hedge transactions. The hedging transactions of the Group that qualify for hedge accounting are accounted for as follows:
F-29
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
2.Basis of preparation and summary of material accounting policies (continued)
(j)Derivative financial instruments and hedging accounting (continued)
(i)Fair value hedge
Changes in the fair value of derivatives that are designated and qualified as fair value hedges are recorded in the income statement, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. The change in the fair value of hedged asset or liability attributable to the hedged risk is recorded as part of the carrying value of the hedged asset or liability during the effective hedging relationship. If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of a hedged item, for which the effective interest method is used, is amortized using a recalculated effective interest rate.
Fair value hedge accounting has not been applied as of 31 December 2025 and 2024.
(ii)Cash flow hedge
Hedges of exposures to variability in cash flows that are attributable to a particular risk associated with a recognized asset or liability or a highly probable forecast transaction and could affect profit and loss are designated as cash flow hedges by the Group in accordance with IFRS 9 hedge accounting requirement. The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in the cash flow hedge reserve within equity. The gain or loss relating to the ineffective portion is recognized immediately in profit or loss. Gains or losses relating to the effective portion of the change in intrinsic value of the options are recognized in the cash flow hedge reserve within equity. The changes in the time value of the options that relate to the hedged item (“aligned time value”) are recognized within other comprehensive income in the costs of hedging reserve within equity.
Under IFRS 9, at inception of the hedge relationship, the Group documents the economic relationship between hedging instruments and hedged items including whether changes in the cash flows of the hedging instruments are expected to offset changes in the cash flows of hedged items. The Group documents its risk management objective and strategy for undertaking its hedge transactions.
Hedging relationship is discontinued in its entirety when as a whole it ceases to meet the qualifying criteria after considering the rebalancing of the hedging relationship. Voluntary discontinuation is not done, as it’s prohibited by IFRS 9. Hedge accounting is discontinued when the risk management objective for the hedging relationship has changed, the hedging instrument expires or is sold, terminated or exercised, there is no longer an economic relationship between the hedged item and hedging instrument or when the effect of credit risk starts dominating the value changes that result from the economic relationship.
F-30
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
2.Basis of preparation and summary of material accounting policies (continued)
(j)Derivative financial instruments and hedging accounting (continued)
(ii)Cash flow hedge (continued)
When the Group discontinues hedge accounting for a cash flow hedge it accounts for the amount that has been accumulated in the cash flow hedge reserve as follows;
| - | If the hedged future cash flows are still expected to occur, that amount shall remain in the cash flow hedge reserve until the future cash flows occur. That amount shall be reclassified from the cash flow hedge reserve to profit or loss as a reclassification adjustment in the same period or periods during which the expected future cash flows affect profit or loss. |
| - | If the hedged future cash flows are no longer expected to occur, that amount shall be immediately reclassified from the cash flow hedge reserve to profit or loss as a reclassification adjustment |
(iii)Foreign currency hedge of net investments in foreign operations
Foreign exchange gains or losses on the hedging instrument relating to the effective portion of the foreign currency hedge of net investments in foreign operations are recognized in other comprehensive income while any gains or losses relating to the ineffective portion is recognized in the income statement. Tax effects of foreign exchange gains or losses on the hedging instrument relating to the effective portion of the foreign currency hedge of net investments in foreign operations is recognized under other comprehensive income as well (Note 34).
(k)Property, plant and equipment
(i)Recognition and measurement
Items of property, plant and equipment are stated at historical cost adjusted for the effects of inflation during the hyperinflationary period, where applicable, less depreciation and impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes cost of materials and direct labor, any other costs directly attributable to bringing the asset to a working condition for its intended use and the costs of dismantling and removing the items and restoring the site on which they are located, if any.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These are included in profit or loss.
Changes in the obligation to dismantle, remove assets on sites and to restore sites on which they are located, other than changes deriving from the passing of time, are added or deducted from the cost of the assets in the period in which they occur. The amount deducted from the cost of the asset cannot exceed the balance of the carrying amount on the date of change, and any excess balance is recognized immediately in profit or loss. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.
F-31
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
2.Basis of preparation and summary of significant accounting policies (continued)
(k)Property, plant and equipment (continued)
(ii)Subsequent costs
Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognized when replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred.
(iii)Depreciation
Depreciation is calculated using the straight-line method to allocate their cost, net of their residual values, over their estimated useful lives.
Land is not depreciated.
The ranges of estimated useful lives are as follows:
Mobile network infrastructure |
|
4–20 |
years |
Fixed network infrastructure |
|
3–25 |
years |
Call center equipment |
|
4–8 |
years |
Buildings |
|
21–25 |
years |
Equipment, fixtures and fittings |
|
2–10 |
years |
Motor vehicles |
|
4 – 6 |
years |
Electricity power plant |
|
20 |
years |
Leasehold improvements |
|
3 – 5 |
years |
Depreciation methods, useful lives and residual values are reviewed, and adjusted if appropriate, at the end of each reporting period.
(iv)Borrowing costs
General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalized during the period that is required to complete and prepare the asset for its intended use or sale. Qualifying assets are assets that necessarily take a substantial period to get ready for their intended use or sale. Other borrowing costs are expensed in the period in which they are incurred.
F-32
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
2. Basis of preparation and summary of material accounting policies (continued)
(l)Intangible assets
(i)Telecommunication licenses
Separately acquired telecommunication licenses are stated at historical cost adjusted for the effects of inflation during the hyperinflationary period, where applicable, less amortization and impairment losses.
Amortization
Amortization is recognized in the statement of profit or loss on a straight-line basis by reference to the license period. The range of estimated useful life for telecommunication licenses are as follows:
Telecommunications licenses |
|
6 – 20 years |
The Company has been granted the 2G, 3G and 4.5G licenses on 27 April 2023 (renewed) 30 April 2009 and 26 August 2015, respectively. The licenses are effective for 6, 20 and 13 years, respectively.
(ii)Computer software
Acquired computer software licenses are stated at historical cost adjusted for the effects of inflation during the hyperinflationary period, where applicable, less amortization and impairment losses. Acquired computer software licenses are capitalized based on the costs incurred to acquire and bring to use the specific software.
Costs associated with maintaining computer software programs are recognized as an expense as incurred.
Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the Group are recognized as intangible assets when the following criteria are met:
| ● | It is technically feasible to complete the software such that it will be available for use, |
| ● | Management intends to complete the software and use or sell it, |
| ● | There is an ability to use or sell the software, |
| ● | It can be demonstrated how the software will generate probable future economic benefits, |
| ● | Adequate technical, financial and other resources to complete the development and to use or sell the software are available and |
| ● | The expenditure attributable to the software during its development can be reliably measured. |
Directly attributable costs that are capitalized as part of the software include employee costs and an appropriate portion of relevant overheads.
Research expenditure and development expenditure that do not meet the criteria above are recognized as an expense as incurred. Development costs previously recognized as an expense are not recognized as an asset in a subsequent period.
F-33
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
2. Basis of preparation and summary of material accounting policies (continued)
(I) Intangible assets (continued)
(ii) Computer software (continued)
Capitalized development costs are recorded as intangible assets and amortized from the point at which the asset is ready for use.
Amortization
Amortization is recognized in the statement of profit or loss on a straight-line basis over the estimated useful lives. The range of estimated useful life for computer software are as follows:
Computer software |
|
3 – 8 years |
Amortization methods, useful lives and residual values are reviewed, and adjusted if appropriate, at the end of each reporting period.
(iii)Other intangible assets
Other intangible assets that are acquired by the Group which have finite useful lives are stated at historical cost adjusted for the effects of inflation during the hyperinflationary period, where applicable, less amortization and impairment losses. Indefeasible Rights of Use (“IRU”) are rights to use a portion of an asset’s capacity granted for a fixed period of time. IRUs are recognized as intangible asset when the Group has specific indefeasible rights to use an identified portion of an underlying asset and the duration of the right is for the major part of the underlying asset’s useful economic life. IRUs are amortized over the shorter of the underlying asset’s useful economic life and the contract term.
Amortization
Amortization is recognized in the statement of profit or loss on a straight-line basis over the estimated useful lives. The ranges of the estimated useful lives for other intangible assets are as follows:
Indefeasible right-of-use |
|
15 |
years |
Transmission line software |
|
5-10 |
years |
Subscriber acquisition cost |
|
2-7 |
years |
Electricity production license |
|
20 |
years |
Amortization methods, useful lives and residual values are reviewed, and adjusted if appropriate, at the end of each reporting period. Useful lives of subscriber acquisition cost are determined based on expected subscriber lifetimes.
Goodwill
Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill is not amortized but it is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired. It is carried at cost adjusted for the effects of inflation during the hyperinflationary period (when it is arising from acquisition of a business whose functional currency is hyperinflationary), less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.
F-34
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
2. Basis of preparation and summary of material accounting policies (continued)
(m)Investment properties
Recognition and measurement
Investment properties are properties held for rental yields and/or for capital appreciation (including property under construction for such purposes). Investment properties are stated at historical cost adjusted for the effects of inflation during the hyperinflationary period, where applicable, less depreciation and impairment losses.
An investment property is derecognized upon disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from the disposal. Any gain or loss arising on derecognition of the property (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the period in which the property is derecognized.
Depreciation
Depreciation is calculated using the straight-line method to allocate their cost, net of their residual values, over their estimated useful lives. The ranges of estimated useful lives are as follows:
Investment Property |
|
25-45 years |
Depreciation methods, useful lives and residual values are reviewed, and adjusted if appropriate, at the end of each reporting period.
(n)Inventories
Inventories are stated at the lower of cost, which is adjusted for the effects of inflation during the hyperinflationary period, where applicable, and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs necessary to make the sale. Cost of inventory is determined using the weighted average method and comprises all costs of purchase and other costs incurred in bringing the inventories to their present location and condition. Costs of purchased inventory are determined after deducting rebates and discounts. At 31 December 2025 and 2024, inventories mainly consisted of mobile phone and its accessories, tablet, sim-cards, tower construction materials and other electronic products.
(o)Impairment of non-financial assets
The Group assesses, at each reporting period, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash generating unit’s (“CGU”) fair value less costs of disposal and its value in use. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an indication that previously recognized impairment losses no longer exist or have decreased.
F-35
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
2.Basis of preparation and summary of material accounting policies (continued)
(p)Employee benefits
Liabilities for salaries including non-monetary benefits that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognized in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as employee benefit obligations in the statement of financial position.
| (ii) | Post-employment benefits |
In accordance with the labor law in Türkiye, the Company and its subsidiaries in Türkiye are required to make lump-sum payments to employees who have completed one year of service and whose employment is terminated without cause or who retire, are called up for military service or die. Such payments are considered as being part of defined benefit plans in accordance with IAS 19 Employee Benefits (“IAS 19”). Thus, the Group has recognized the retirement pay liability provision which is calculated by estimating the present value of future probable obligation of the Company and its subsidiaries in Türkiye arising from retirement of employees. Provision for retirement pay liability is calculated by independent actuaries using the projected unit credit method. The calculated actuarial gains and losses are all recognized in other comprehensive income. For Turkish legal entities, the provision is calculated based on 30 days’ pay up to a maximum TL 53.9 as at 31 December 2025 (31 December 2024: TL 41.8), per year of employment, which is adjusted for future increases due to inflation applicable at the date of retirement. Discount rate used for calculating retirement pay liability as of 31 December 2025 is 3.85% (31 December 2024: 2.2%).
| (iii) | Share-based payments |
The Group provides a cash-settled share-based payment plan for selected employees in return for their services. For cash-settled share-based payment transactions, the Group measures services received and the liability incurred at the fair value of the liability. Liabilities for cash-settled share-based payment plan are recognized as employee benefit expense over the relevant service period. The fair value of the liability is re-measured at each reporting date and at the settlement date. Any changes in fair value are recognized in profit or loss for the period.
| (iv) | Personnel bonus |
Provision for bonus is provided when the bonus is a legal obligation, or past practice would make the bonus a constructive obligation and the Group is able to make a reliable estimate of the obligation.
| (v) | Defined contribution plans |
For defined contribution plans, the Group pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid. The contributions are recognized as employee benefit expense when they are due.
F-36
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
2.Basis of preparation and summary of material accounting policies (continued)
(q)Provisions
A provision is recognized if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of resources will be required to settle the obligation.
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognized even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.
Provisions are measured at the present value of management’s best estimate of the outflow required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognized as interest expense.
Dismantling, removal and restoring sites obligation
The Group is required to incur certain costs in respect of a liability to dismantle and remove assets and to restore sites on which the assets were located. The dismantling costs are calculated according to best estimate of future expected payments discounted at a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the liability.
(r)Revenue
Revenue principally consists of telecommunication services revenue, equipment revenue, revenue from financial services and other revenues.
General principles of revenue recognition are summarized below.
Revenue is recognized at the amount of the transaction price that is allocated to the performance obligation. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. Revenue is recognized when control is transferred to the customer.
Revenue from telecommunication services includes postpaid and prepaid revenue from voice, data, messaging and value-added services, fixed internet services, interconnect revenue, and roaming revenue.
The Group generally recognizes telecommunication revenue over time as it transfers services to its customers because the subscriber simultaneously receives and consumes the benefits provided by the Group, as the Group performs. For certain contracts, the Group recognizes revenue for the products and services early within the contract term, where the collection is made in deferred terms. Collection under these contracts, are considered probable as the Group has contractual right to collect, it has a firm policy and practice to enforce its contractual rights and has a historic pattern of collection.
As a practical expedient, if at contract inception the Group expects that the period between the transfer of a promised good or service to a customer and the customer’s payment for that good or service will be one year or less, the Group does not adjust the promised consideration for the effects of a significant financing component. This practical expedient is not applicable to financial services revenue.
F-37
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
2.Basis of preparation and summary of material accounting policies (continued)
(r)Revenue (continued)
Bundled services and products and determination of relative standalone price
Services may be bundled with other products and services and these bundled elements involve consideration in the form of a fixed fee or a fixed fee coupled with a continuing payment stream. A good or service is distinct if both of the following criteria are met:
| ● | The good or service is capable of being distinct, which is considered present if it is frequently sold on standalone basis by the Group or other third parties, |
| ● | The promise to transfer the good or service is distinct within the context of the contract, which is considered present if there is no significant integration that combines the goods or services. |
The arrangement consideration is allocated to each performance obligation identified in the contract on a relative standalone selling price. If an element of a transaction is not distinct, then it is accounted for as an integral part of the remaining elements of the transaction. Revenue from device sales is recognized when control of the device has been transferred, being the time when delivered to the end customer. For device sales, revenue is recognized at the time when control of the device has been transferred, being when the products are delivered.
Revenue is recognized at the amount of the transaction price that is allocated to the performance obligation. The transaction price is allocated between the identified obligations according to the relative standalone selling prices of the obligations. The determination of standalone selling prices for the telecommunications services that are regularly sold on an individual basis by the Group, are not considered to be a critical accounting judgement since the Group uses the actual standalone price of similar services sold by itself in similar circumstances. However, in cases where the identical goods or services are not sold by the Group, stand-alone selling prices for similar goods and services sold by third parties are observed for the estimation purpose.
Equipment revenue
Equipment revenue consists of, sales of consumer electronics devices to consumers and distinct hardware and other devices delivered as part of digital business solutions to the corporate consumers. These sales are recognized at the point in time when control is transferred to the customer, typically upon delivery of risks and rewards to the customer.
F-38
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
2.Basis of preparation and summary of material accounting policies (continued)
(r)Revenue (continued)
Revenue from financial services
Revenue from financial services consists of interest income earned from consumer financing activities of Turkcell Finansman which is recognized over time in accordance with effective interest method and mobile payment subscriber revenues, merchant commission, bill payment and prepaid card revenues of Turkcell Ödeme ve Elektronik Para Hizmetleri A.Ş. Revenue from merchant commission, bill payment, and prepaid card services is recognized when control of the underlying service is transferred to the customer; in other words, at the point in time the service is delivered. Mobile payment subscriber revenues, on the other hand, represent revenue streams that are recognized over time.
Contracted device sales through distributors and dealers
The Group, its distributors and dealers offer joint campaigns to subscribers (mainly corporate subscribers) which may include the sale of device by the dealer and/or the distributor and the sale of communication service by the Group. In certain campaigns, dealers make the handset sales to the subscribers with deferred payment terms. Installment of these handset sales are collected by the Group through letters of undertaking (a formal document transferring right to collect) signed by all parties. The Group pays the distributor the net present value of the installments to be collected from the subscribers and recognizes “contracted receivables” (those that are transferred by the dealers/distributors) in its statement of financial position. The undue (not collected) portion of these contracted receivables which were paid upfront to the distributors/dealers by the Group is classified as “undue assigned contracted receivables” in trade receivables (Note 19). When monthly installment is invoiced to the subscriber, related portion is reclassified as “receivables from subscribers”.
In some cases the Group and distributors offer subscribers to buy a device through consumer financing loan, which will be collected by Turkcell Finansman. The Group carries a risk of collection in these transactions. Turkcell Finansman collects the purchased credit from the subscriber during the contract period. This is classified as revenue from financial services and it represents interest income generated from consumer financing activities. Interest income is recognized as it accrues, using the effective interest method.
In all of the above summarized sales, the Group recognizes device revenue in accordance with the results of the principal and agent analysis explained at note (d); when the Group acts as principal revenue is recognized as gross and when the Group acts as agent, revenue is recognized as net.
The revenue recognition policy for other revenues is to recognize revenue as services are provided.
F-39
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
2.Basis of preparation and summary of material accounting policies (continued)
(r)Revenue (continued)
Contract assets and liabilities
When one of the parties performs the contract, based on the relationship between the Group’s performance and the customer’s payment, the Group recognizes the contract as either a contract asset or a contract liability in the statement of financial position. The Group presents its unconditional rights to the consideration as a receivable separately. Before transferring a good or service to the customer, if the customer is required to pay the consideration or the Group has an unconditional right to receive the consideration (in other words, has a receivable), the Group recognizes the contract as a contract liability on the date the payment is made or the payment due date (whichever is earlier). A contract liability represents the Group’s obligation to transfer goods or services to the customer in exchange for the consideration that it has received (or has the right to collect) from the customer. In cases where the Group performs its obligation by transferring goods or services to the customer before the customer makes the payment or before the payment due date, the Group recognizes the contract as a contract asset (excluding amounts presented as receivable). A contract asset represents the Group’s right to receive the consideration for the goods or services it has transferred to the customer. The Group evaluates the contract asset for impairment in accordance with IFRS 9. The impairment of a contract asset is measured, presented, and disclosed according to the same principles as a financial asset under IFRS 9.
Contract costs
Contract costs eligible for capitalization as incremental costs of obtaining a contract comprise commission on sale relating to prepaid and postpaid contracts with acquired or retained subscribers. Contract costs are capitalized in the month of service activation if the Group expects to recover those costs. Contract costs comprise sales commissions to dealers and to own salesforce which can be directly attributed to an acquired or retained contract. Contract costs are classified as intangible assets in the consolidated financial statements. The asset is amortized on a straight-line basis over the customer lifetime, consistent with the pattern of recognition of the associated revenue.
F-40
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
2.Basis of preparation and summary of material accounting policies (continued)
(s)Income taxes
The income tax expense or credit for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.
Income tax expense is recognized in the statement of profit or loss, except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized in other comprehensive income or directly in equity, respectively. The current income tax charge is calculated based on the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Company and its subsidiaries and associates operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions,where appropriate, based on amounts expected to be paid to the tax authorities.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss and at the time of the transaction, does not give rise to equal taxable and deductible temporary differences. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled. Deferred tax assets are recognized only if it is probable that future taxable amounts will be available to utilize those temporary differences and tax losses.
Deferred tax liabilities and assets are not recognized for temporary differences between the carrying amount and tax bases of investments in foreign operations where the Company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.
Companies within the Group may be entitled to claim special tax exemptions for capital investments in qualifying assets or in relation to qualifying expenditure (e.g., the Research and Development Tax Incentive regime in Türkiye or other investment allowances). The Group accounts for such allowances as tax credits, which means that the allowance reduces income tax payable and current tax expense. A deferred tax asset is recognized for unclaimed tax credits that are carried forward as deferred tax assets.
F-41
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
2.Basis of preparation and summary of material accounting policies (continued)
(t)Earnings per share
The Group does not have any potential ordinary shares in issue, therefore basic and diluted earnings per share (“EPS”) are equal. Since basic and diluted EPS are equal, the Group presents both basic and diluted EPS on one line described as “Basic and diluted EPS”.
Basic EPS is calculated by dividing the profit attributable to ordinary shareholders of the Company by the weighted-average number of ordinary shares outstanding during the financial year, excluding treasury shares. In Türkiye, entities can increase their share capital by distributing “Bonus share” to shareholders from retained earnings. In computing earnings per share, such “Bonus share” distributions are treated as issued shares. Accordingly, the retrospective effect for such share distributions is taken into consideration when determining the weighted-average number of shares outstanding.
(u)Non-current assets held for sale and discontinued operations
The Group classifies non-current assets and disposal groups as held for sale if their carrying amounts will be recovered principally through a sale transaction rather than through continuing use.
Non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell.
The criteria for held for sale classification is regarded as met only when the sale is highly probable, and the asset or disposal group is available for immediate sale in its present condition. Actions required to complete the sale should indicate that it is unlikely that significant changes to the sale will be made or that the decision to sell will be withdrawn. Assets and liabilities classified as held for sale are presented separately as current items in the statement of financial position.
Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as profit or loss after tax from discontinued operations in the statement of profit or loss.
Additional disclosures are provided in Note 3. All other notes to the financial statements include amounts for continuing operations, unless indicated otherwise.
(v)Equity
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.
Where any Group company purchases the Company’s equity instruments, for example as the result of a share buy-back plan, the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the owners of the Company as treasury shares until the shares are cancelled or reissued. Where such ordinary shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the owners of the Company (Note 25).
F-42
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
2.Basis of preparation and summary of material accounting policies (continued)
(w)Dividends
Liability is recognized for any dividend declared, being appropriately authorized and no longer at the discretion of the Company, on or before the end of the reporting period but not distributed at the end of the reporting period.
(x)Leases
At inception of a contract, the Group assesses whether a contract is, or contains a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, The Group assesses whether:
- |
The contract involved the use of an identified asset - this may be specified explicitly or implicitly; |
- |
The asset should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, the asset is not identified; |
- |
The Group has the right to obtain substantially all of the economic benefits from the use of an asset throughout the period of use and |
- |
The Group has the right to direct use of the asset. The Group has the right when it has the decision-making rights that are most relevant to changing the how and for what purpose the asset is used. If these decisions are predetermined; |
-The Group has the right to operate the asset or,
-The Group designed the asset in a way that predetermines how and for what purpose it is used.
At inception or on reassessment of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of their relative stand-alone prices.
Right-of-use asset
The Group recognizes a right-of use asset and a lease liability at the lease commencement date.
The right-of-use asset is initially recognized at cost which is adjusted for the effects of inflation during the hyperinflationary period, where applicable, comprising of:
- |
Amount of the initial measurement of the lease liability, |
- |
Any lease payments made at or before the commencement date, less any lease incentives received, |
- |
Any initial direct costs incurred by the Group and |
- |
An estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease, unless those costs are incurred to produce inventories. The lessee incurs the obligation for those costs either at the commencement date or as a consequence of having used the underlying asset during a particular period. |
F-43
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
2.Basis of preparation and summary of material accounting policies (continued)
(x)Leases (continued)
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end date of the useful life of the right-of-use asset or the end date of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability (Note 16).
Lease Liability
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the Group’s incremental borrowing rate.
Lease payments included in the measurement of the lease liability comprise the following:
- |
Fixed payments, including in-substance fixed payments, |
- |
Variable lease payments that depend on an index or a rate, initially measured using the index or rate at the commencement date, |
- |
Amounts expected to be payable under a residual value guarantee and |
- |
The exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an optional renewable period if the Group is reasonably certain to exercise an extension option, and penalties for early termination of a lease if the Group is reasonably certain to terminate early. |
After initial recognition, the lease liability is measured (a) increasing the carrying amount to reflect interest on lease liability; (b) reducing the carrying amount to reflect the lease payments made, and (c) remeasuring the carrying amount to reflect any reassessment or lease modifications or to reflect revised in-substance fixed lease payments.
Where, (a) there is a change in the lease term as a result of reassessment of certainty to exercise an extension option, or not to exercise a termination option as discussed above; or (b) there is a change in the assessment of an option to purchase the underlying asset, assessed considering the events and circumstances in the context of a purchase option, the Group remeasures the lease liabilities to reflect changes to lease payments by discounting the revised lease payments using a revised discount rate. The Group determines the revised discount rate as the interest rate implicit in the lease for the remainder of the lease term, or the its incremental borrowing rate at the date of reassessment, if the interest rate implicit in the lease cannot be readily determined.
Where, (a) there is a change in the amounts expected to be payable under a residual value guarantee; or (b) there is a change in the future lease payments resulting from a change in an index or a rate used to determine those payments, including change to reflect changes in market rental rates following a market rent review, the Group remeasures the lease liabilities by discounting the revised lease payments using an unchanged discount rate, unless the change in lease payments results from a change in floating interest rates. In such case, the Group uses the revised discount rate that reflects changes in the interest rate.
F-44
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
2.Basis of preparation and summary of material accounting policies (continued)
(x)Leases (continued)
The Group recognizes the amount of the remeasurement of lease liability as an adjustment to the right-of-use asset. Where the carrying amount of the right-of-use asset is reduced zero and there is further reduction in the measurement of the lease liability, the Group recognizes any remaining amount of the remeasurement in profit or loss.
The Group accounts for a lease modification as a separate lease if both:
- |
The modification increases the scope of the lease by adding the right to use one or more underlying assets and |
- |
The consideration for the lease increases by an amount commensurate with the stand-alone price for the increase in scope and any appropriate adjustments to that stand-alone price to reflect the circumstances of the particular contract. |
The Group as a Lessor
When the Group acts an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use-asset arising from the head lease, not with reference to the underlying asset.
If an arrangement contains lease and non-lease components, the Group applies IFRS 15 to allocate the consideration in the contract.
(y)New standards and interpretations
i)The new standards, amendments and interpretations which are effective as of 1 January 2025 are as follows:
Amendments to IAS 21 - Lack of exchangeability
In August 2023, the Board issued amendments to IAS 21. The amendments specify how an entity should assess whether a currency is exchangeable and how it should determine a spot exchange rate when exchangeability is lacking. When an entity estimates a spot exchange rate because a currency is not exchangeable into another currency, it discloses information that enables users of its financial statements to understand how the currency not being exchangeable into the other currency affects, or is expected to affect, the entity’s financial performance, financial position and cash flows. When applying the amendments, an entity cannot restate comparative information.
The Group expects no significant impact on its balance sheet and equity.
F-45
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
2.Basis of preparation and summary of significant accounting policies (continued)
(y)New standards and interpretations (continued)
ii)Standards, amendments and interpretations that are issued but not yet effective:
Standards, interpretations and amendments to existing standards that are issued but not yet effective up to the date of issuance of the consolidated financial statements are as follows. The Group will make the necessary changes if not indicated otherwise, which will be affecting the consolidated financial statements and disclosures, when the new standards and interpretations become effective.
Amendments to IFRS 10 and IAS 28 - Sale or Contribution of Assets between an Investor and its Associate or Joint Venture
In December 2015, IASB postponed the effective date of this amendment indefinitely pending the outcome of its research project on the equity method of accounting. Early application of the amendments is still permitted.
The Group will wait until the final amendment to assess the impacts of the changes.
Amendments to IFRS 9 and IFRS 7 – Classification and measurement of financial instruments
In May 2024, the Board issued amendments to the classification and measurement of financial instruments (amendments to IFRS 9 and IFRS 7). The amendment clarifies that a financial liability is derecognized on the ‘settlement date’. It also introduces an accounting policy option to derecognize financial liabilities that are settled through an electronic payment system before settlement date if certain conditions are met. The amendment also clarified how to assess the contractual cash flow characteristics of financial assets that include environmental, social and governance (ESG)-linked features and other similar contingent features as well as the treatment of non-recourse assets and contractually linked instruments. Additional disclosures in IFRS 7 for financial assets and liabilities with contractual terms that reference a contingent event (including those that are ESG-linked), and equity instruments classified at fair value through other comprehensive income are added with the amendment. The amendment will be effective for annual periods beginning on or after 1 January 2026. Entities can early adopt the amendments that relate to the classification of financial assets plus the related disclosures and apply the other amendments later. The new requirements will be applied retrospectively with an adjustment to opening retained earnings.
The Group is in the process of assessing the impact of the amendments on financial position or performance of the Group.
Annual Improvements to IFRSs – Volume 11
In July 2024, the IASB issued Annual Improvements to IFRS Accounting Standards – Volume 11, amending the followings:
- |
IFRS 1 First-time Adoption of International Financial Reporting Standards – Hedge Accounting by a First-time Adopter: These amendments are intended to address potential confusion arising from an inconsistency between the wording in IFRS 1 and the requirements for hedge accounting in IFRS 9. |
- |
IFRS 7 Financial Instruments: Disclosures – Gain or Loss on Derecognition: The amendments update the language on unobservable inputs in the Standard and include a cross reference to IFRS 13. |
- |
IFRS 9 Financial Instruments – Lessee Derecognition of Lease Liabilities and Transaction Price: IFRS 9 has been amended to clarify that, when a lessee has determined that a lease liability has been extinguished in accordance with IFRS 9, the lessee is required to apply derecognition requirement of IFRS 9 and recognise any resulting gain or loss in profit or loss. IFRS 9 has been also amended to remove the reference to ‘transaction price”. |
- |
IFRS 10 Consolidated Financial Statements – Determination of a ‘De Facto Agent’: The amendments are intended to remove the inconsistencies between IFRS 10 paragraphs. |
F-46
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
2.Basis of preparation and summary of material accounting policies (continued)
(y)New standards and interpretations (continued)
ii)Standards, amendments and interpretations that are issued but not yet effective: (continued)
- |
IAS 7 Statement of Cash Flows – Cost Method: The amendments remove the term of “cost method” following the prior deletion of the definition of ‘cost method’. |
Improvements are effective for annual reporting periods beginning on or after 1 January 2026. Earlier application is permitted for all.
The amendments are not expected to have a significant impact on the Group’s consolidated financial statements.
Amendments to IFRS 9 and IFRS 7 - Contracts Referencing Nature-dependent Electricity
In December 2024, the Board issued Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7). The amendment clarifies the application of the “own use” requirements and permits hedge accounting if these contracts are used as hedging instruments. The amendment also adds new disclosure requirements to enable investors to understand the effect of these contracts on a company’s financial performance and cash flows. The amendment will be effective for annual periods beginning on or after 1 January 2026. Early adoption is permitted but will need to be disclosed. The clarifications regarding the ‘own use’ requirements must be applied retrospectively, but the guidance permitting hedge accounting have to be applied prospectively to new hedging relationships designated on or after the date of initial application.
The Group expects no significant impact on its balance sheet and equity.
IFRS 18 – The new Standard for Presentation and Disclosure in Financial Statements
In April 2024, IASB issued IFRS 18 which replaces IAS 1. IFRS 18 introduces new requirements on presentation within the statement of profit or loss, including specified totals and subtotals. IFRS 18 requires an entity to classify all income and expenses within its statement of profit or loss into one of five categories: operating; investing; financing; income taxes; and discontinued operations. It also requires disclosure of management-defined performance measures and includes new requirements for aggregation and disaggregation of financial information based on the identified ‘roles’ of the primary financial statements and the notes. In addition, there are consequential amendments to other accounting standards, such as IAS 7, IAS 8 and IAS 34. IFRS 18 and the related amendments are effective for reporting periods beginning on or after 1 January 2027, but earlier application is permitted. IFRS 18 will be applied retrospectively.
The Group is in the process of assessing the impact of the amendments on financial position or performance of the Group.
IFRS 19 – Subsidiaries without Public Accountability: Disclosures
In May 2024, the Board issued IFRS 19, which allows eligible entities to elect to apply reduced disclosure requirements while still applying the recognition, measurement and presentation requirements in other IFRS accounting standards. Unless otherwise specified, eligible entities that elect to apply IFRS 19 will not need to apply the disclosure requirements in other IFRS accounting standards. An entity that is a subsidiary, does not have public accountability and has a parent (either ultimate or intermediate) which prepares consolidated financial statements, available for public use, which comply with IFRS accounting standards may elect to apply IFRS 19. IFRS 19 is effective for reporting periods beginning on or after 1 January 2027 and earlier adoption is permitted. If an eligible entity chooses to apply the standard earlier, it is required to disclose that fact. An entity is required, during the first period (annual and interim) in which it applies the standard, to align the disclosures in the comparative period with the disclosures included in the current period under IFRS 19.
The standard is not applicable for the Group.
F-47
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
2.Basis of preparation and summary of material accounting policies (continued)
(y)New standards and interpretations (continued)
ii)Standards, amendments and interpretations that are issued but not yet effective (continued):
Amendments to IAS 21 - Translation to a Hyperinflationary Presentation
The amendments issued by the Board in November 2025 require translation from a non-hyperinflationary functional currency into a hyperinflationary presentation currency at the closing rate. Accordingly, if an entity’s functional currency is the currency of a non-hyperinflationary economy, but its presentation currency is the currency of a hyperinflationary economy, its results and financial position are translated into the presentation currency by translating all amounts (i.e., assets, liabilities, equity items, income and expenses) and all comparatives at the closing rate at the end of the current reporting period. Furthermore, an entity whose functional currency and presentation currency are the currency of a hyperinflationary economy, restates the comparative amounts of a foreign operation, whose functional currency is that of a non- hyperinflationary economy, by applying the general price index, in accordance with IAS 29, to the foreign operation’s comparative figures. The amendments also introduce certain additional disclosure requirements.
The amendments apply for annual reporting periods beginning on or after 1 January 2027 and earlier application is permitted. If an entity’s functional currency and presentation currency are the currency of a hyperinflationary economy (or are the currencies of different hyperinflationary economies) and it translates the results and financial position of foreign operations whose functional currency is that of a non- hyperinflationary economy, then it is required to apply the amendments from the beginning of the annual reporting period in which it first applies the amendments. In addition, it restates the comparative amounts of its foreign operations included in the entity’s previously issued financial statements by applying the general price index it applies to corresponding figures in accordance with IAS 29. Other entities will apply the amendments retrospectively.
The Group expects no significant impact on its balance sheet and equity.
F-48
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
3.Discontinued operations
As per the Group’s Board of Directors’ decision dated 20 December 2023; a share transfer agreement was signed on 29 December 2023 for the transfer of all shares, along with all rights and debts, of Lifecell LLC, Global LLC, and Ukrtower, which are the Group’s wholly owned subsidiaries.
As of 9 September 2024, cash amounting to nominal value of TRY 17,777,962 was received by the Group in accordance with the share purchase agreement.
As of 9 September 2024, other receivables related to the purchase amounting to nominal value of TRY 677,553 were accrued. On 4 August 2025, the amount was finalized with the buyer at nominal value of TRY 490,150 and collected within the year. The difference of nominal value of TRY 187,403 has been reported under discontinued operations in the current period.
The statement of profit or loss of a disposal group as of disposal date and comparative years are presented below:
|
|
1 January - |
|
1 January - |
|
|
30 September |
|
31 December |
|
|
2024 |
|
2023 |
Revenue |
|
9,682,719 |
|
14,621,477 |
Cost of revenue |
|
(3,572,701) |
|
(9,002,732) |
Gross profit |
|
6,110,018 |
|
5,618,745 |
Selling and marketing expenses |
|
(560,791) |
|
(838,787) |
Administrative expenses |
|
(356,281) |
|
(480,417) |
Other operating income/(expense), net |
|
33,761 |
|
364,331 |
Operating profit |
|
5,226,707 |
|
4,663,872 |
Net finance expense / income |
|
(86,267) |
|
(389,792) |
Profit before income tax |
|
5,140,440 |
|
4,274,080 |
Tax income /(expense) |
|
(419,454) |
|
(551,773) |
Profit/(loss) for the year from discontinued operations |
|
4,720,986 |
|
3,722,307 |
Gain on sale of disposal of subsidiaries |
|
11,546,264 |
|
- |
Total |
|
16,267,250 |
|
3,722,307 |
The net cash flows incurred by the disposal group are, as follows:
|
|
30 September 2024 |
|
31 December 2023 |
Cash flows from operating activities |
|
3,791,188 |
|
9,219,057 |
Cash flows from investing activities |
|
539,153 |
|
(3,481,817) |
Cash flows from financing activities |
|
(4,629,707) |
|
(1,562,706) |
Net cash (outflow)/inflow |
|
(299,366) |
|
4,174,534 |
F-49
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
4.Financial risk management
This note explains the Group’s exposure to financial risks and how these risks could affect the Group’s future financial performance. Current year profit and loss information has been included where relevant to add further context.
The Group’s risk management policies are set to determine and analyze the risks faced, to establish the appropriate risk limits and to observe the commitment to those limits. These policies are reviewed to make sure they reflect the Group’s operations and the changes in market conditions.
Credit risk
At the reporting date, there were no significant concentrations of credit risk. The maximum exposure to credit risk is represented by the carrying amount of cash and cash equivalents, financial asset at fair value through other comprehensive income, financial asset at fair value through profit or loss, financial asset at amortized cost, derivative financial instruments, contract assets, trade receivables, receivables from financial services, due from related parties and other current and non-current assets (Note 35).
Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. The Group may require collateral in respect of financial assets. Also, the Group may demand letters of guarantee from third parties related to certain projects or contracts.
In monitoring customer credit risk, customers are grouped according to whether they are subscribers, financial services customers, other corporate customers and aging profile, maturity and existence of previous financial difficulties. Trade receivables and contract assets are mainly related to the Group’s subscribers. The Group’s exposure to credit risk on trade receivables and contract assets is influenced mainly by the individual payment characteristics of postpaid subscribers. The Group establishes a provision for impairment losses based on its historical events and future expectations in respect of trade receivables and contract assets. The receivables from financial sector activities consist of contractual assignments from subscribers related to consumer financing activities of Turkcell Finansman, receivables related to payment services and electronic money services of Turkcell Ödeme and Paycell LLC, and receivables related to insurance agency services of Turkcell Sigorta. These receivables are accounted for using the effective interest rate method at amortized cost.
Investments are preferred to be in liquid securities. The counterparty limits are set monthly depending on their ratings from the most credible rating agencies and the amount of their paid-in capital and/or shareholders equity. Policies are in place to review the paid-in capital and rating of counterparties periodically to ensure credit worthiness.
The Group signs local and international derivate agreements in order to be able to execute financial derivative transactions with financial institutions that are believed to have sufficient credit ratings.
The Group’s policy is to provide financial guarantees only to subsidiaries. At 31 December 2025, guarantees of TL 21,607,347 were outstanding (31 December 2024: TL 14,613,792).
Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions. At the end of the reporting period the Group held demand deposits of TL 5,595,255 (31 December 2024: TL 6,029,132) (Note 23) that are expected to readily generate cash inflows for managing liquidity risk. Due to the dynamic nature of the underlying businesses, the Group Treasury maintains flexibility in funding by maintaining availability under committed credit lines.
Management monitors rolling forecasts of the Group’s liquidity reserve (Note 35) and cash and cash equivalents (Note 23) on the basis of expected cash flows. In addition, the Group’s liquidity management policy involves projecting cash flows in major currencies and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans.
F-50
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
4.Financial risk management (continued)
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return on risk. The Group uses derivatives in order to manage market risks. All such transactions are carried at within the guidelines set by the Group Treasury.
(i)Foreign exchange risk
The Group operates internationally and is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the USD, EUR and RMB. Foreign exchange risk arises from recognized assets and liabilities denominated in a currency that is not the functional currency of the relevant Group entity. The Group holds a significant portion of its cash and cash equivalent in foreign currencies in order to manage foreign exchange risk. In addition, derivative financial instruments are used to manage exposure to fluctuations in foreign exchange rates the Company applies hedge accounting. Details of the Company’s foreign exchange risk is disclosed in Note 35.
(ii)Interest rate risk
The Group’s exposure to interest rate risk is related to its financial assets and liabilities. The Group manage its financial liabilities by providing an appropriate distribution between fixed and floating rate loans. Floating rate exposures can be changed to fixed rate exposures based on short-term and long-term market expectations via financial derivatives. The use of financial derivatives is governed by the Group Treasury’s policies approved by the Audit Committee, which provide written principles on the use of derivatives. The Group’s borrowings and receivables are carried at amortized cost. The borrowings are periodically contractually repriced (Note 35) and are also exposed to the risk of future changes in market interest rates.
F-51
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
5.Segment information
Consistent with the Group’s strategy to provide integrated communications and technology services and to ensure economic integrity, the Group determined its operating segments in accordance with IFRS 8 Operating Segments as “Turkcell Türkiye” and “Techfin”. Although strategic segments provide similar services, they are affected by different economic conditions and geographical locations and they are regularly reviewed by chief operating decision maker (“CODM”) authority in making decisions regarding the Group’s operations, based on resource allocation and performance. The authority responsible for making decisions related to the Group’s operations is the Board of Directors. However, the Board of Directors may delegate its powers excluding the non-delegable powers stipulated by law to the CEO and other executives.
The Board primarily uses adjusted EBITDA to assess the performance of the operating segments. Adjusted EBITDA definition includes revenue, cost of revenue excluding depreciation and amortization, selling and marketing expenses and administrative expenses.
Adjusted EBITDA is not a financial measure defined by IFRS as a measurement of financial performance and may not be comparable to other similarly titled indicators used by other companies. Reconciliation of Adjusted EBITDA to the consolidated profit for the year is included in the accompanying notes.
The Group had divided its main operating segments into three groups: Turkcell Türkiye, Turkcell International, and Techfin, within the framework of a strategy to provide integrated communication and technology services, ensuring economic integrity.
Following the sale of Ukrainian entities (Lifecell LLC, Global LLC, and Ukrtower previously reported in International segment) in September 2024 and change in approach for consumer electronics sold through digital channels and smart devices management operations (The other operations of Turkcell Satış, previously reported as Other) towards to align with strategies of integrated channel management within Turkcell Türkiye Segment, the Group reassessed its operating segments and updated the segment structure as of March 31, 2025. Comparative information has been re-presented accordingly. The principal changes are a) elimination of the Turkcell International segment following the sale of the Ukrainian operations, which constituted that majority of related segment and b) reclassification of certain Turkcell Satış operations from Other segment to the Turkcell Türkiye segment.
As a consequence of these changes, telecom and digital services related operations of CJSC Belarusian Telecommunications Network (“BeST”), Kibris Mobile Telekomunikasyon Limited Sirketi (“Kibris Telekom”), East Asian Consortium B.V. (“Eastasian”), Lifecell Ventures Cooperatief U.A (“Lifecell Ventures”), Lifetech LLC (“Lifetech”), Beltower LLC (“Beltower”), Lifecell Digital Limited (“Lifecell Digital”), Yaani Digital BV (“Yaani”) and BiP Digital Communication Technologies B.V (“BiP B.V.”) were reclassified from the Turkcell International segment to the Other segment. Similarly, Turkcell Satış’s operations - comprising consumer electronics sold through digital channels, smart device management operations previously presented within the Other segment is now reported within the Turkcell Türkiye segment.
Turkcell Türkiye reportable segment includes the Groups’s mobile, fixed telecommunications, digital services and digital business services operations of Turkcell, Superonline Iletisim Hizmetleri A.S. (“Turkcell Superonline”), Turkcell Satış A.S’s (“Turkcell Satış”), Turkcell Dijital Is Servisleri A.S. (“Turkcell Dijital”), group call center operations of Global Bilgi Pazarlama Danismanlik ve Cagri Servisi Hizmetleri A.S. (“Turkcell Global Bilgi”), Turktell Bilisim Servisleri A.S. (“Turktell”), Atmosware Teknoloji Egitim ve Danismanlik A.S (“Atmosware Teknoloji”), Turkcell Teknoloji Arastirma ve Gelistirme A.S. (“Turkcell Teknoloji”), Ultia Teknoloji Yazilim ve Uygulama Gelistirme Ticaret A.S. (“Ultia”), Kule Hizmet ve Isletmecilik A.S. (“Global Tower”), Rehberlik Hizmetleri Servisi A.S. (“Rehberlik”), Turkcell Gayrimenkul Hizmetleri A.S. (“Turkcell Gayrimenkul”), Lifecell Dijital Servisler ve Cozumler A.S. (“Lifecell Dijital Servisler”), Lifecell Bulut Cozumleri A.S. (“Lifecell Bulut”), Lifecell TV Yayin ve Icerik Hizmetleri A.S. (“Lifecell TV”), Lifecell Müzik Yayin ve Iletim A.S. (“Lifecell Müzik”), BiP Iletisim Teknolojileri ve Dijital Servisler A.S. (“BiP A.S.”), TDC Veri Hizmetleri A.Ş (“TDC”) and Artel Bilişim Servisleri A.Ş (“Artel).
F-52
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
5.Segment information (continued)
Techfin reportable segment includes all financial services operations of Turkcell Finansman A.Ş (“Turkcell Finansman”), Turkcell Ödeme ve Elektronik Para Hizmetleri A.Ş. (“Turkcell Ödeme”),Paycell LLC(“Paycell LLC”), Paycell Europe GmbH (“Paycell Europe”), Turkcell Sigorta Aracılık Hizmetleri A.Ş. (“Turkcell Sigorta”), Sofra Kurumsal ve Ödüllendirme Hizmetleri A.Ş (“Sofra”), Turkcell Dijital Teknolojileri Limited (“Turkcell Dijital Teknoloji”), and Turkcell Dijital Sigorta A.Ş. (“Turkcell Dijital Sigorta”). The operations of these legal entities aggregated into one reportable segment as the nature of services are similar and most of them share smilar economic characteristics.
Other operating segment comprises telecommunications, digital services, and energy-related activities outside Türkiye. This segment included CJSC Belarusian Telecommunications Network (“BeST”), Kıbrıs Mobile Telekomunikasyon Limited Sirketi (“Kıbrıs Telekom”), East Asian Consortium B.V. (“Eastasian”), Lifecell Ventures B.V (“Lifecell Ventures”), Lifetech LLC (“Lifetech”), Beltower LLC (“Beltower”), Lifecell Digital Limited (“Lifecell Digital”), Yaani Digital BV (“Yaani”), BiP Digital Communication Technologies B.V (“BiP B.V.”), Turkcell Global Bilgi non Group call center activities, Turkcell Enerji Çözümleri ve Elektrik Satış Ticaret A.Ş. (“Turkcell Enerji”), Boyut Grup Enerji Elektrik Üretim ve İnşaat Sanayi ve Ticaret A.Ş. (“Boyut Enerji”) and Turkcell Yeni Teknolojiler Girişim Sermayesi Yatırım Fonu (“Turkcell GSYF”).
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|
|
|
|
|
||
|
|
Turkcell Türkiye |
|
Techfin |
|
Other |
|
Intersegment Eliminations |
|
Consolidated |
||||||||||
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
Total segment revenue |
|
220,319,476 |
|
199,742,397 |
|
13,688,815 |
|
11,300,922 |
|
14,139,663 |
|
10,974,558 |
|
(6,677,133) |
|
(3,857,847) |
|
241,470,821 |
|
218,160,030 |
Inter-segment revenue |
|
(1,146,421) |
|
(1,315,189) |
|
(1,233,763) |
|
(1,068,601) |
|
(4,296,949) |
|
(1,474,057) |
|
6,677,133 |
|
3,857,847 |
|
— |
|
— |
Revenues from external customers |
|
219,173,055 |
|
198,427,208 |
|
12,455,052 |
|
10,232,321 |
|
9,842,714 |
|
9,500,501 |
|
— |
|
— |
|
241,470,821 |
|
218,160,030 |
Adjusted EBITDA |
|
98,416,482 |
|
86,852,705 |
|
3,383,133 |
|
2,845,933 |
|
2,695,945 |
|
2,111,613 |
|
(478,585) |
|
(444,772) |
|
104,016,975 |
|
91,365,479 |
IFRS 9 impairment loss provision |
|
(991,553) |
|
(1,068,536) |
|
(332,900) |
|
(260,082) |
|
(104,253) |
|
(8,094) |
|
— |
|
— |
|
(1,428,706) |
|
(1,336,712) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
Turkcell Türkiye |
|
Techfin |
|
Other |
|
Intersegment Eliminations |
|
Consolidated |
||||||||||
|
|
2024 |
|
2023 |
|
2024 |
|
2023 |
|
2024 |
|
2023 |
|
2024 |
|
2023 |
|
2024 |
|
2023 |
Total segment revenue |
|
199,742,397 |
|
186,257,652 |
|
11,300,922 |
|
8,633,914 |
|
10,974,558 |
|
11,404,209 |
|
(3,857,847) |
|
(3,866,822) |
|
218,160,030 |
|
202,428,953 |
Inter-segment revenue |
|
(1,315,189) |
|
(1,225,601) |
|
(1,068,601) |
|
(784,782) |
|
(1,474,057) |
|
(1,856,439) |
|
3,857,847 |
|
3,866,822 |
|
— |
|
— |
Revenues from external customers |
|
198,427,208 |
|
185,032,051 |
|
10,232,321 |
|
7,849,132 |
|
9,500,501 |
|
9,547,770 |
|
— |
|
— |
|
218,160,030 |
|
202,428,953 |
Adjusted EBITDA |
|
86,852,705 |
|
78,046,630 |
|
2,845,933 |
|
3,037,930 |
|
2,111,613 |
|
2,269,590 |
|
(444,772) |
|
(434,858) |
|
91,365,479 |
|
82,919,292 |
IFRS 9 impairment loss provision |
|
(1,068,536) |
|
(1,739,411) |
|
(260,082) |
|
(154,928) |
|
(8,094) |
|
(10,897) |
|
— |
|
— |
|
(1,336,712) |
|
(1,905,236) |
The impairment loss expense of the Group related to tangible and intangible fixed assets, amounting to TL 578,914 (31 December 2024 TL 179,148) relates to the Turkcell Türkiye main operating segment.
F-53
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
5.Segment information (continued)
|
|
31 December |
|
31 December |
|
31 December |
|
|
2025 |
|
2024 |
|
2023 |
Profit from continuing operations |
|
17,791,410 |
|
14,511,901 |
|
19,961,224 |
Add/(Less): |
|
|
|
|
|
|
Income tax expense |
|
13,398,842 |
|
6,369,264 |
|
(8,836,533) |
Finance income |
|
(16,841,450) |
|
(13,584,573) |
|
(23,931,920) |
Finance costs |
|
22,064,023 |
|
22,285,584 |
|
37,666,918 |
Other income |
|
(452,244) |
|
(329,088) |
|
(1,668,287) |
Other expenses |
|
2,227,278 |
|
3,374,279 |
|
10,674,263 |
Monetary (gain) loss |
|
(1,598,366) |
|
(7,657,905) |
|
(7,213,152) |
Depreciation and amortization |
|
63,928,335 |
|
62,256,360 |
|
59,149,066 |
|
|
|
|
|
|
|
Share of loss/(gain) of equity accounted investees |
|
3,499,147 |
|
4,139,657 |
|
(2,882,287) |
Consolidated adjusted EBITDA |
|
104,016,975 |
|
91,365,479 |
|
82,919,292 |
Geographical information
In presenting the information based on geographical segments, segment revenue is based on the geographical location of operations and segment assets are based on the geographical location of the assets.
|
|
31 December |
|
31 December |
|
31 December |
|
|
2025 |
|
2024 |
|
2023 |
Revenues |
|
|
|
|
|
|
Türkiye |
|
235,619,865 |
|
213,086,672 |
|
197,752,484 |
Belarus |
|
3,410,938 |
|
2,848,809 |
|
2,616,599 |
Turkish Republic of Northern Cyprus |
|
2,436,107 |
|
2,177,073 |
|
1,999,709 |
Netherlands |
|
2,414 |
|
47,476 |
|
60,161 |
Germany |
|
1,497 |
|
— |
|
— |
|
|
241,470,821 |
|
218,160,030 |
|
202,428,953 |
|
|
31 December |
|
31 December |
|
31 December |
|
|
2025 |
|
2024 |
|
2023 |
Non-current assets |
|
|
|
|
|
|
Türkiye |
|
329,950,253 |
|
294,618,497 |
|
265,137,838 |
Belarus |
|
3,149,942 |
|
1,397,877 |
|
1,410,297 |
Turkish Republic of Northern Cyprus |
|
3,125,530 |
|
3,239,031 |
|
5,759,783 |
Unallocated non-current assets |
|
7,718,460 |
|
2,560,029 |
|
839,349 |
|
|
343,944,185 |
|
301,815,434 |
|
273,147,267 |
F-54
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
6.Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
Turkcell Türkiye |
|
Techfin |
|
Other |
|
Intersegment Eliminations |
|
Consolidated |
||||||||||
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
Telecommunication services |
|
199,161,698 |
|
179,628,578 |
|
— |
|
— |
|
5,501,850 |
|
4,768,363 |
|
(216,417) |
|
(280,026) |
|
204,447,131 |
|
184,116,915 |
Equipment revenues |
|
18,934,975 |
|
17,715,566 |
|
— |
|
— |
|
349,285 |
|
268,468 |
|
(12,702) |
|
(14,507) |
|
19,271,558 |
|
17,969,527 |
Revenue from financial services |
|
— |
|
— |
|
13,688,815 |
|
11,300,922 |
|
— |
|
— |
|
(1,232,267) |
|
(1,068,600) |
|
12,456,548 |
|
10,232,322 |
Other |
|
2,222,803 |
|
2,398,253 |
|
— |
|
— |
|
8,288,528 |
|
5,937,727 |
|
(5,215,747) |
|
(2,494,714) |
|
5,295,584 |
|
5,841,266 |
Total |
|
220,319,476 |
|
199,742,397 |
|
13,688,815 |
|
11,300,922 |
|
14,139,663 |
|
10,974,558 |
|
(6,677,133) |
|
(3,857,847) |
|
241,470,821 |
|
218,160,030 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
Turkcell Türkiye |
|
Techfin |
|
Other |
|
Intersegment Eliminations |
|
Consolidated |
||||||||||
|
|
2024 |
|
2023 |
|
2024 |
|
2023 |
|
2024 |
|
2023 |
|
2024 |
|
2023 |
|
2024 |
|
2023 |
Telecommunication services |
|
179,628,578 |
|
162,586,486 |
|
— |
|
— |
|
4,768,363 |
|
4,320,270 |
|
(280,026) |
|
(379,595) |
|
184,116,915 |
|
166,527,161 |
Equipment revenues |
|
17,715,566 |
|
21,230,404 |
|
— |
|
— |
|
268,468 |
|
346,012 |
|
(14,507) |
|
(42,561) |
|
17,969,527 |
|
21,533,855 |
Revenue from financial services |
|
— |
|
— |
|
11,300,922 |
|
8,633,914 |
|
— |
|
— |
|
(1,068,600) |
|
(784,783) |
|
10,232,322 |
|
7,849,131 |
Other |
|
2,398,253 |
|
2,440,762 |
|
— |
|
— |
|
5,937,727 |
|
6,737,927 |
|
(2,494,714) |
|
(2,659,883) |
|
5,841,266 |
|
6,518,806 |
Total |
|
199,742,397 |
|
186,257,652 |
|
11,300,922 |
|
8,633,914 |
|
10,974,558 |
|
11,404,209 |
|
(3,857,847) |
|
(3,866,822) |
|
218,160,030 |
|
202,428,953 |
Revenue from financial services comprise of interest income generated from consumer financing activities, The Group has interest income amounting to TL 5,421,155, TL 5,455,388 and TL 3,824,709, for the years ended 31 December 2025, 2024 and 2023, respectively.
|
|
31 December 2025 |
||||||||
|
|
Turkcell |
|
|
|
|
|
Intersegment |
|
|
|
|
Turkiye |
|
Techfin |
|
Other |
|
eliminations |
|
Consolidated |
Telecommunication Services |
|
199,161,698 |
|
— |
|
5,501,850 |
|
(216,417) |
|
204,447,131 |
At a point in time |
|
1,635,865 |
|
— |
|
9,037 |
|
— |
|
1,644,902 |
Over time |
|
197,525,833 |
|
— |
|
5,492,813 |
|
(216,417) |
|
202,802,229 |
Equipment Related |
|
18,934,975 |
|
— |
|
349,285 |
|
(12,702) |
|
19,271,558 |
At a point in time |
|
18,040,795 |
|
— |
|
349,285 |
|
(12,702) |
|
18,377,378 |
Over time |
|
894,180 |
|
— |
|
— |
|
— |
|
894,180 |
Revenue from financial operations |
|
— |
|
13,688,815 |
|
— |
|
(1,232,267) |
|
12,456,548 |
At a point in time |
|
— |
|
8,129,149 |
|
— |
|
(1,194,728) |
|
6,934,421 |
Over time |
|
— |
|
5,559,666 |
|
— |
|
(37,539) |
|
5,522,127 |
Other |
|
2,222,803 |
|
— |
|
8,288,528 |
|
(5,215,747) |
|
5,295,584 |
At a point in time |
|
370,774 |
|
— |
|
5,895 |
|
(2,015) |
|
374,654 |
Over time |
|
1,852,029 |
|
— |
|
8,282,633 |
|
(5,213,732) |
|
4,920,930 |
Total |
|
220,319,476 |
|
13,688,815 |
|
14,139,663 |
|
(6,677,133) |
|
241,470,821 |
At a point in time |
|
20,047,434 |
|
8,129,149 |
|
364,217 |
|
(1,209,445) |
|
27,331,355 |
Over time |
|
200,272,042 |
|
5,559,666 |
|
13,775,446 |
|
(5,467,688) |
|
214,139,466 |
F-55
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
6. Revenue (continued)
|
|
31 December 2024 |
||||||||
|
|
Turkcell |
|
|
|
|
|
Intersegment |
|
|
|
|
Turkiye |
|
Techfin |
|
Other |
|
eliminations |
|
Consolidated |
Telecommunication Services |
|
179,628,578 |
|
— |
|
4,768,363 |
|
(280,026) |
|
184,116,915 |
At a point in time |
|
1,162,258 |
|
— |
|
7,910 |
|
— |
|
1,170,168 |
Over time |
|
178,466,320 |
|
— |
|
4,760,453 |
|
(280,026) |
|
182,946,747 |
Equipment Related |
|
17,715,566 |
|
— |
|
268,468 |
|
(14,507) |
|
17,969,527 |
At a point in time |
|
16,885,389 |
|
— |
|
268,468 |
|
(14,507) |
|
17,139,350 |
Over time |
|
830,177 |
|
— |
|
— |
|
— |
|
830,177 |
Revenue from financial operations |
|
— |
|
11,300,922 |
|
— |
|
(1,068,600) |
|
10,232,322 |
At a point in time |
|
— |
|
5,689,927 |
|
— |
|
(984,127) |
|
4,705,800 |
Over time |
|
— |
|
5,610,995 |
|
— |
|
(84,473) |
|
5,526,522 |
Other |
|
2,398,253 |
|
— |
|
5,937,727 |
|
(2,494,714) |
|
5,841,266 |
At a point in time |
|
436,886 |
|
— |
|
48,541 |
|
(5,081) |
|
480,346 |
Over time |
|
1,961,367 |
|
— |
|
5,889,186 |
|
(2,489,633) |
|
5,360,920 |
Total |
|
199,742,397 |
|
11,300,922 |
|
10,974,558 |
|
(3,857,847) |
|
218,160,030 |
At a point in time |
|
18,484,533 |
|
5,689,927 |
|
324,919 |
|
(1,003,715) |
|
23,495,664 |
Over time |
|
181,257,864 |
|
5,610,995 |
|
10,649,639 |
|
(2,854,132) |
|
194,664,366 |
|
|
31 December 2023 |
||||||||
|
|
Turkcell |
|
|
|
|
|
Intersegment |
|
|
|
|
Turkiye |
|
Techfin |
|
Other |
|
eliminations |
|
Consolidated |
Telecommunication Services |
|
162,586,486 |
|
— |
|
4,320,270 |
|
(379,595) |
|
166,527,161 |
At a point in time |
|
2,752,270 |
|
— |
|
5,441 |
|
— |
|
2,757,711 |
Over time |
|
159,834,216 |
|
— |
|
4,314,829 |
|
(379,595) |
|
163,769,450 |
Equipment Related |
|
21,230,404 |
|
— |
|
346,012 |
|
(42,561) |
|
21,533,855 |
At a point in time |
|
20,260,290 |
|
— |
|
346,012 |
|
(42,561) |
|
20,563,741 |
Over time |
|
970,114 |
|
— |
|
— |
|
— |
|
970,114 |
Revenue from financial operations |
|
— |
|
8,633,914 |
|
— |
|
(784,783) |
|
7,849,131 |
At a point in time |
|
— |
|
4,203,924 |
|
— |
|
(710,770) |
|
3,493,154 |
Over time |
|
— |
|
4,429,990 |
|
— |
|
(74,013) |
|
4,355,977 |
Other |
|
2,440,762 |
|
— |
|
6,737,927 |
|
(2,659,883) |
|
6,518,806 |
At a point in time |
|
220,110 |
|
— |
|
58,716 |
|
— |
|
278,826 |
Over time |
|
2,220,652 |
|
— |
|
6,679,211 |
|
(2,659,883) |
|
6,239,980 |
Total |
|
186,257,652 |
|
8,633,914 |
|
11,404,209 |
|
(3,866,822) |
|
202,428,953 |
At a point in time |
|
23,232,670 |
|
4,203,924 |
|
410,169 |
|
(753,331) |
|
27,093,432 |
Over time |
|
163,024,982 |
|
4,429,990 |
|
10,994,040 |
|
(3,113,491) |
|
175,335,521 |
F-56
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
7.Other income and expense
Recognized in the statement of profit or loss:
|
|
31 December |
|
31 December |
|
31 December |
|
|
2025 |
|
2024 |
|
2023 |
Depositary reimbursement |
|
161,280 |
|
116,386 |
|
205,727 |
Insurance compensation |
|
60,107 |
|
— |
|
517,510 |
Income from equipment donations |
|
— |
|
— |
|
387,496 |
Rent income |
|
14,868 |
|
11,753 |
|
50,094 |
Other |
|
215,989 |
|
200,949 |
|
507,460 |
Other income |
|
452,244 |
|
329,088 |
|
1,668,287 |
|
|
|
|
|
|
|
Donation expenses (*) |
|
(920,921) |
|
(961,359) |
|
(7,407,230) |
Litigation expenses |
|
(501,463) |
|
(203,452) |
|
(1,395,185) |
Loss on cancellation of lease contract |
|
(231,238) |
|
(291,835) |
|
(276,976) |
Loss on sale of fixed assets |
|
(57,738) |
|
(46,595) |
|
(30,199) |
Restructuring cost |
|
(65,917) |
|
(50,064) |
|
(874,490) |
Distributor restructuring cost (**) |
|
— |
|
(1,580,288) |
|
— |
Other |
|
(450,001) |
|
(240,686) |
|
(690,183) |
Other expense |
|
(2,227,278) |
|
(3,374,279) |
|
(10,674,263) |
(*) |
In 2023, the donation expenses mainly relate to the donation payment made on 6 February 2023, following the devastating earthquake disaster centered in Kahramanmaraş. This donation payment was made in accordance with the opportunity granted by the Capital Markets Board’s decision dated 9 February 2023. In 2025 and 2024, the donation expenses consist of donations mainly made to educational and sport activities. |
(**) |
Expenses resulting from company’s restructuring of distributors across Turkey, the number of distributors has been reduced from two to one. |
8.Employee benefit expenses
|
|
31 December 2025 |
|
31 December 2024 |
|
31 December 2023 |
Wages and salaries (*) |
|
35,086,787 |
|
34,171,035 |
|
26,148,693 |
Defined benefit plan (**) |
|
420,984 |
|
489,632 |
|
579,560 |
Defined contribution plans |
|
220,614 |
|
124,826 |
|
142,681 |
|
|
35,728,385 |
|
34,785,493 |
|
26,870,934 |
(*) |
Wages and salaries include compulsory social security contributions, bonuses and share based payments. |
(**) |
Remeasurements of defined benefit plans for the years ended 31 December 2025, 2024 and 2023 amounting to TL 1,161,825, TL (231,601) and TL (283,013) respectively are reflected in other comprehensive income. |
Employee benefit expenses are recognized in cost of revenue, selling and marketing expenses and administrative expenses.
F-57
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
9.Finance income and costs
Recognized in the statement of profit or loss:
|
|
31 December |
|
31 December |
|
31 December |
|
|
2025 |
|
2024 |
|
2023 |
Interest income |
|
8,711,978 |
|
9,869,230 |
|
5,892,931 |
Income from money market fund |
|
3,008,831 |
|
— |
|
— |
Income from financial assets carried at fair value |
|
202,147 |
|
2,233,632 |
|
8,702,488 |
Cash flow hedges – reclassified to profit or loss (*) |
|
— |
|
— |
|
6,212,859 |
Net fair value gains on derivative financial instruments and interest |
|
— |
|
— |
|
2,162,706 |
Interest income from financial assets |
|
4,918,494 |
|
1,481,711 |
|
960,936 |
Finance income |
|
16,841,450 |
|
13,584,573 |
|
23,931,920 |
|
|
|
|
|
|
|
Net foreign exchange losses |
|
(7,366,352) |
|
(4,912,921) |
|
(26,488,339) |
Net interest expenses for financial assets and liabilities measured at amortized cost |
|
(14,123,157) |
|
(14,996,147) |
|
(11,031,337) |
Net fair value losses on derivative financial instruments and interest |
|
(774,771) |
|
(1,503,427) |
|
— |
Cash flow hedges – reclassified to profit or loss (*) |
|
412,285 |
|
(803,095) |
|
— |
Other |
|
(212,028) |
|
(69,994) |
|
(147,242) |
Finance costs |
|
(22,064,023) |
|
(22,285,584) |
|
(37,666,918) |
|
|
|
|
|
|
|
Monetary gain (loss) |
|
1,598,366 |
|
7,657,905 |
|
7,213,152 |
|
|
|
|
|
|
|
Net finance costs |
|
(3,624,207) |
|
(1,043,106) |
|
(6,521,846) |
(*) |
Reclassification adjustments relating to cash flow hedge are TL 412,285, TL 186,626 and TL 6,960,313 and reclassification adjustments relating to cost of hedging reserve are TL (0), TL (989,721) and TL (747,454) for the years ended 31 December 2025, 2024, 2023 respectively. |
Net foreign exchange losses mainly include foreign exchange losses on borrowings, bonds issued and foreign exchange gains on cash and cash equivalents.
Interest income and expense on financial assets and liabilities measured at amortized cost are shown as netted on consolidated statement of profit or loss. The Group has gross interest income on financial assets measured at amortized cost and interest expense on financial liabilities measured at amortized cost amounting to TL 1,946,505, TL (16,069,661), TL 2,176,235, TL (17,172,380), and TL 1,463,282, TL (12,494,618) for the years ended 31 December 2025, 2024 and 2023, respectively.
Foreign exchange gains and losses are shown as netted on consolidated statement of profit or loss. The company has gross foreign exchange gains and losses amounting to TL 28,819,000, TL (36,185,351), TL 14,908,457 TL (19,821,377) and TL 39,850,830, TL (66,339,170) for the years ended 31 December 2025, 2024 and 2023, respectively.
10.Income tax expense
|
|
31 December |
|
31 December |
|
31 December |
|
|
2025 |
|
2024 |
|
2023 |
Current income tax expense |
|
(8,614,543) |
|
(4,322,773) |
|
(1,290,850) |
Deferred income tax expense |
|
(4,784,299) |
|
(2,046,491) |
|
10,127,383 |
Total income tax expense |
|
(13,398,842) |
|
(6,369,264) |
|
8,836,533 |
F-58
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
10.Income tax expense (continued)
Reconciliation of income tax expense
|
|
31 December |
|
31 December |
|
31 December |
|
|
2025 |
|
2024 |
|
2023 |
Profit from continuing operations before income tax expense |
|
31,190,252 |
|
20,881,165 |
|
11,124,691 |
Profit before income tax expense |
|
31,002,849 |
|
37,148,415 |
|
14,846,998 |
|
|
|
|
|
|
|
Tax at the Turkiye’s tax rate |
|
(7,750,712) |
|
(5,220,291) |
|
(2,781,173) |
Difference in overseas tax rates |
|
(139,052) |
|
144,421 |
|
192,727 |
Effect of exemptions (*) |
|
4,559,479 |
|
4,097,475 |
|
3,729,553 |
Effect of amounts which are not deductible and permanent differences |
|
(305,532) |
|
887,389 |
|
(1,190,358) |
Change in unrecognized deferred tax assets (**) |
|
(273,014) |
|
(491,509) |
|
403,740 |
Adjustments for current tax of prior years |
|
5,771 |
|
1,363,663 |
|
157,579 |
Effect of increase in corporate tax rate in Turkiye |
|
— |
|
— |
|
(2,015,933) |
Tax effect of investment in associate |
|
(883,281) |
|
(714,705) |
|
(775,809) |
Tax effect of Law No 7440 |
|
— |
|
— |
|
(534,025) |
Current period revaluation effect (***) |
|
7,767,678 |
|
— |
|
— |
Inflation adjustments |
|
(16,388,192) |
|
(6,344,842) |
|
11,643,353 |
Other |
|
8,013 |
|
(90,865) |
|
6,879 |
Total income tax expense |
|
(13,398,842) |
|
(6,369,264) |
|
8,836,533 |
(*) |
Effect of exemptions mainly consist of R&D discounts and exemptions due to capital investments. |
(**) |
The net deferred tax assets not recognized in the statement of financial position mainly consist of unused current period losses for which no deferred tax asset has been calculated. |
(***) As of 2025, inflation adjustment to be applied under the Turkish Tax Procedure Law has been postponed for the 2025, 2026 and 2027 fiscal years pursuant to Law No. 7571. Within this scope, the Company revalued its depreciable assets in accordance with Article 298/Ç of the Turkish Tax Procedure Law, and the resulting revaluation increase has been recognized in a reserve account in the statutory records.
The corporate tax rate in Türkiye is 25% for companies (31 December 2024: 25%, 31 December 2023: 25%), 30% for banks ((31 December 2024: 30%, 31 December 2023: 30%), and companies within the scope of Law No. 6361, electronic payment and money institutions, authorized foreign exchange institutions, asset management companies, capital market institutions, insurance and reinsurance companies and pension companies.
An amendment to Turkey’s Corporate Tax Law (No. 5520) was submitted on July 5, 2023, and published in the Official Gazette on July 15, 2023. According to this; the corporate tax rate has been increased from 20% to 25% for companies, 25% to 30% for banks, and companies within the scope of Law No. 6361, electronic payment and money institutions, authorized foreign exchange institutions, asset management companies, capital market institutions, insurance and reinsurance companies and pension companies. New tax rates became effective starting from the declarations that were submitted as of 1 October 2023 but it is applied for the annual taxable income.
The Group has applied the exception to recognizing and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes.
F-59
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
11.Expenses by nature
Breakdown of expenses by nature for the years ended 31 December 2025, 2024 and 2023 is as follows:
Cost of revenue:
|
|
31 December |
|
31 December |
|
31 December |
|
|
2025 |
|
2024 |
|
2023 |
Depreciation and amortization (*) |
|
(63,928,335) |
|
(62,256,360) |
|
(59,149,066) |
Share of Turkish Treasury |
|
(21,446,492) |
|
(19,399,594) |
|
(17,556,821) |
Employee benefit expenses |
|
(20,587,035) |
|
(20,176,605) |
|
(15,964,322) |
Cost of goods sold |
|
(17,133,015) |
|
(15,945,843) |
|
(20,211,853) |
Frequency expenses |
|
(7,854,795) |
|
(7,121,548) |
|
(6,472,148) |
Cost of revenue from financial services (**) |
|
(7,350,595) |
|
(5,892,109) |
|
(3,497,863) |
Interconnection and termination expenses |
|
(5,766,236) |
|
(5,879,187) |
|
(7,475,184) |
Energy expenses |
|
(5,105,345) |
|
(5,843,273) |
|
(6,948,681) |
Radio expenses |
|
(4,048,031) |
|
(2,736,561) |
|
(2,586,778) |
Universal service fund |
|
(2,850,247) |
|
(2,556,410) |
|
(2,347,905) |
Transmission expenses |
|
(2,830,437) |
|
(2,520,299) |
|
(2,769,227) |
Roaming expenses |
|
(1,937,043) |
|
(1,981,180) |
|
(2,144,591) |
Internet expense |
|
(1,924,180) |
|
(1,972,603) |
|
(2,241,780) |
Others |
|
(10,362,652) |
|
(10,044,078) |
|
(10,167,604) |
|
|
(173,124,438) |
|
(164,325,650) |
|
(159,533,823) |
(*) |
As at 31 December 2025, depreciation and amortization expenses include depreciation and amortization expenses related to the financial services amounting to TL 1,057,188 (31 December 2024: TL 794,426 and 31 December 2023: TL 617,720). |
(**) |
As at 31 December 2025, cost of revenue from financial services includes employee benefit expenses related to the financial services amounting to TL 497,205 (31 December 2024: TL 432,219 and 31 December 2023: TL 352,191). |
Selling and marketing expenses:
|
|
31 December |
|
31 December |
|
31 December |
|
|
2025 |
|
2024 |
|
2023 |
Employee benefit expenses |
|
(7,888,200) |
|
(7,640,468) |
|
(5,933,094) |
Marketing expenses |
|
(6,668,587) |
|
(5,410,651) |
|
(3,722,422) |
Selling expenses |
|
(1,495,726) |
|
(689,966) |
|
(579,633) |
Others |
|
(828,209) |
|
(589,895) |
|
(503,391) |
|
|
(16,880,722) |
|
(14,330,980) |
|
(10,738,540) |
F-60
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
11.Expense by nature (continued)
Administrative expenses:
|
|
31 December |
|
31 December |
|
31 December |
|
|
2025 |
|
2024 |
|
2023 |
Employee benefit expenses |
|
(6,755,945) |
|
(6,536,201) |
|
(4,621,328) |
Collection expenses |
|
(545,781) |
|
(395,033) |
|
(243,523) |
Consultancy expenses |
|
(529,156) |
|
(428,522) |
|
(389,458) |
Service expenses |
|
(368,415) |
|
(349,275) |
|
(297,949) |
Travel and entertainment expenses |
|
(263,576) |
|
(226,257) |
|
(157,614) |
Maintenance and repair expenses |
|
(109,593) |
|
(137,510) |
|
(135,597) |
Utility expenses |
|
(24,874) |
|
(12,498) |
|
(15,129) |
Others |
|
(1,350,975) |
|
(972,273) |
|
(620,530) |
|
|
(9,948,315) |
|
(9,057,569) |
|
(6,481,128) |
Net impairment losses on financial and contract assets:
|
|
31 December |
|
31 December |
|
31 December |
|
|
2025 |
|
2024 |
|
2023 |
Net impairment losses on financial and contract assets |
|
(1,428,706) |
|
(1,336,712) |
|
(1,905,236) |
|
|
(1,428,706) |
|
(1,336,712) |
|
(1,905,236) |
12.Property, plant and equipment
|
|
|
|
|
|
|
|
|
|
|
|
Impairment |
|
Effects of |
|
Balance at |
|
|
Balance at |
|
|
|
|
|
|
|
Acquisition through |
|
expenses/ |
|
movements in |
|
31 December |
Cost |
|
1 January 2025 |
|
Additions |
|
Disposals |
|
Transfers |
|
business combinations |
|
(reversals) |
|
exchange rates |
|
2025 |
Network infrastructure (All operational) |
|
359,720,059 |
|
12,528,460 |
|
(6,286,970) |
|
22,761,683 |
|
— |
|
— |
|
763,971 |
|
389,487,203 |
Land and buildings |
|
27,408,142 |
|
1,497,578 |
|
— |
|
2,908,443 |
|
117,743 |
|
— |
|
(39,158) |
|
31,892,748 |
Equipment, fixtures and fittings |
|
23,650,648 |
|
1,765,385 |
|
(352,705) |
|
416,503 |
|
— |
|
— |
|
(170,631) |
|
25,309,200 |
Motor vehicles |
|
333,371 |
|
24,710 |
|
(45,468) |
|
— |
|
— |
|
— |
|
2,391 |
|
315,004 |
Leasehold improvements |
|
7,276,404 |
|
222,030 |
|
(399) |
|
— |
|
— |
|
— |
|
(135) |
|
7,497,900 |
Electricity production power plant |
|
646,880 |
|
5 |
|
— |
|
— |
|
— |
|
— |
|
(7) |
|
646,878 |
Construction in progress |
|
6,566,301 |
|
27,860,339 |
|
(44,393) |
|
(26,096,298) |
|
— |
|
— |
|
111,499 |
|
8,397,448 |
Total |
|
425,601,805 |
|
43,898,507 |
|
(6,729,935) |
|
(9,669) |
|
117,743 |
|
— |
|
667,930 |
|
463,546,381 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Network infrastructure (All operational) |
|
251,391,425 |
|
22,473,565 |
|
(5,708,996) |
|
— |
|
— |
|
19,883 |
|
(353,680) |
|
267,822,197 |
Land and buildings |
|
6,253,598 |
|
1,359,307 |
|
— |
|
— |
|
— |
|
— |
|
589,033 |
|
8,201,938 |
Equipment, fixtures and fittings |
|
23,611,162 |
|
453,527 |
|
(228,484) |
|
— |
|
— |
|
— |
|
(1,184,173) |
|
22,652,032 |
Motor vehicles |
|
285,400 |
|
28,449 |
|
(43,344) |
|
— |
|
— |
|
— |
|
2,362 |
|
272,867 |
Leasehold improvements |
|
7,003,057 |
|
103,004 |
|
— |
|
— |
|
— |
|
— |
|
(996) |
|
7,105,065 |
Electricity production power plant |
|
110,090 |
|
32,467 |
|
— |
|
— |
|
— |
|
— |
|
(1) |
|
142,556 |
Total |
|
288,654,732 |
|
24,450,319 |
|
(5,980,824) |
|
— |
|
— |
|
19,883 |
|
(947,455) |
|
306,196,655 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book value |
|
136,947,073 |
|
19,448,188 |
|
(749,111) |
|
(9,669) |
|
117,743 |
|
(19,883) |
|
1,615,385 |
|
157,349,726 |
Depreciation expenses for the years ended 31 December 2025 and 2024 amounting to TL 24,470,202 and TL 26,472,779 respectively include impairment losses and are recognized in cost of revenue. Impaired network infrastructure mainly consists of damaged or technologically inadequate mobile and fixed network infrastructure investments. Expenses from impairment losses on property, plant and equipment for the year ended 31 December 2025 is TL 19,883 and is recognized under depreciation expenses (31 December 2024 TL 21,746).
F-61
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
12. Property, plant and equipment (continued)
|
|
|
|
|
|
|
|
|
|
|
|
Impairment |
|
Effects of |
|
Balance at |
|
|
Balance at |
|
|
|
|
|
|
|
Acquisition through |
|
expenses/ |
|
movements in |
|
31 December |
Cost |
|
1 January 2024 |
|
Additions |
|
Disposals |
|
Transfers |
|
business combinations |
|
(reversals) |
|
exchange rates |
|
2024 |
Network infrastructure (All operational) |
|
343,624,131 |
|
8,719,926 |
|
(9,068,282) |
|
18,607,189 |
|
— |
|
— |
|
(2,162,905) |
|
359,720,059 |
Land and buildings |
|
21,668,997 |
|
2,062,588 |
|
(42,422) |
|
4,020,150 |
|
— |
|
— |
|
(301,171) |
|
27,408,142 |
Equipment, fixtures and fittings |
|
22,620,816 |
|
2,279,693 |
|
(929,277) |
|
535,991 |
|
— |
|
— |
|
(856,575) |
|
23,650,648 |
Motor vehicles |
|
356,146 |
|
20,458 |
|
(33,042) |
|
— |
|
— |
|
— |
|
(10,191) |
|
333,371 |
Leasehold improvements |
|
7,151,466 |
|
97,712 |
|
(1,458) |
|
28,939 |
|
— |
|
— |
|
(255) |
|
7,276,404 |
Electricity production power plant |
|
640,905 |
|
5,950 |
|
— |
|
— |
|
— |
|
— |
|
25 |
|
646,880 |
Construction in progress |
|
4,608,095 |
|
25,245,520 |
|
(109,053) |
|
(23,145,291) |
|
— |
|
— |
|
(32,970) |
|
6,566,301 |
Total |
|
400,670,556 |
|
38,431,847 |
|
(10,183,534) |
|
46,978 |
|
— |
|
— |
|
(3,364,042) |
|
425,601,805 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Network infrastructure (All operational) |
|
239,587,974 |
|
22,389,588 |
|
(7,379,818) |
|
— |
|
— |
|
21,743 |
|
(3,228,062) |
|
251,391,425 |
Land and buildings |
|
5,402,950 |
|
1,014,897 |
|
— |
|
— |
|
— |
|
— |
|
(164,249) |
|
6,253,598 |
Equipment, fixtures and fittings |
|
22,934,869 |
|
2,398,780 |
|
(200,564) |
|
— |
|
— |
|
3 |
|
(1,521,926) |
|
23,611,162 |
Motor vehicles |
|
336,495 |
|
34,409 |
|
(29,028) |
|
— |
|
— |
|
— |
|
(56,476) |
|
285,400 |
Leasehold improvements |
|
6,420,948 |
|
580,216 |
|
(27) |
|
— |
|
— |
|
— |
|
1,920 |
|
7,003,057 |
Electricity production power plant |
|
31,196 |
|
33,143 |
|
— |
|
— |
|
— |
|
— |
|
45,751 |
|
110,090 |
Total |
|
274,714,432 |
|
26,451,033 |
|
(7,609,437) |
|
— |
|
— |
|
21,746 |
|
(4,923,042) |
|
288,654,732 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book value |
|
125,956,124 |
|
11,980,814 |
|
(2,574,097) |
|
46,978 |
|
— |
|
(21,746) |
|
1,559,000 |
|
136,947,073 |
13.Intangible assets
|
|
|
|
|
|
|
|
|
|
Impairment |
|
Effects of |
|
|
|
|
Balance at 1 |
|
|
|
|
|
|
|
expenses/ |
|
movements in |
|
Balance at 31 |
Cost |
|
January 2025 |
|
Additions |
|
Disposals |
|
Transfers |
|
(reversals) |
|
exchange rates |
|
December 2025 |
Telecommunication licenses |
|
129,024,942 |
|
239,593 |
|
(32) |
|
— |
|
— |
|
(43,206) |
|
129,221,297 |
Computer software |
|
211,255,967 |
|
15,961,770 |
|
(214,970) |
|
561,008 |
|
— |
|
2,051,117 |
|
229,614,892 |
Transmission line software |
|
2,013,857 |
|
3,132 |
|
— |
|
— |
|
— |
|
12,033 |
|
2,029,022 |
Indefeasible right of usage |
|
2,064,237 |
|
10,284 |
|
— |
|
— |
|
— |
|
1 |
|
2,074,522 |
Brand name |
|
15,897 |
|
— |
|
— |
|
— |
|
— |
|
738 |
|
16,635 |
Customer base |
|
65,029 |
|
— |
|
— |
|
— |
|
— |
|
(4,709) |
|
60,320 |
Goodwill |
|
770,907 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
770,907 |
Subscriber acquisition cost |
|
82,886,223 |
|
10,740,077 |
|
— |
|
— |
|
— |
|
756,434 |
|
94,382,734 |
Electricity production license |
|
1,140,206 |
|
— |
|
— |
|
1,140,203 |
|
— |
|
(269,104) |
|
2,011,305 |
Others |
|
2,766,364 |
|
401,502 |
|
(10,329) |
|
(1,140,203) |
|
— |
|
251,711 |
|
2,269,045 |
Construction in progress |
|
476,472 |
|
452,058 |
|
— |
|
(551,339) |
|
— |
|
1,787 |
|
378,978 |
Total |
|
432,480,101 |
|
27,808,416 |
|
(225,331) |
|
9,669 |
|
— |
|
2,756,802 |
|
462,829,657 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Telecommunication licenses |
|
98,511,899 |
|
7,416,434 |
|
(31) |
|
— |
|
— |
|
718,278 |
|
106,646,580 |
Computer software |
|
163,236,794 |
|
12,568,970 |
|
(115,424) |
|
(117,361) |
|
558,903 |
|
483,949 |
|
176,615,831 |
Transmission line software |
|
2,031,398 |
|
6,400 |
|
— |
|
— |
|
— |
|
(10,435) |
|
2,027,363 |
Indefeasible right of usage |
|
1,309,287 |
|
51,396 |
|
— |
|
— |
|
— |
|
439 |
|
1,361,122 |
Brand name |
|
3,632 |
|
— |
|
— |
|
— |
|
— |
|
6,239 |
|
9,871 |
Customer base |
|
34,010 |
|
401 |
|
— |
|
— |
|
— |
|
8,403 |
|
42,814 |
Subscriber acquisition cost |
|
58,141,692 |
|
10,419,947 |
|
— |
|
— |
|
— |
|
(7,533) |
|
68,554,106 |
Electricity production license |
|
179,803 |
|
57,663 |
|
— |
|
78,096 |
|
— |
|
(6,527) |
|
309,035 |
Others |
|
1,866,945 |
|
369,078 |
|
(10,317) |
|
39,265 |
|
128 |
|
17,931 |
|
2,283,030 |
Total |
|
325,315,460 |
|
30,890,289 |
|
(125,772) |
|
— |
|
559,031 |
|
1,210,744 |
|
357,849,752 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book value |
|
107,164,641 |
|
(3,081,873) |
|
(99,559) |
|
9,669 |
|
(559,031) |
|
1,546,058 |
|
104,979,905 |
F-62
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
13.Intangible assets (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment |
|
Effects of |
|
|
|
|
Balance at 1 |
|
|
|
|
|
|
|
expenses/ |
|
movements in |
|
Balance at 31 |
Cost |
|
January 2024 |
|
Additions |
|
Disposals |
|
Transfers |
|
(reversals) |
|
exchange rates |
|
December 2024 |
Telecommunication licenses |
|
129,086,912 |
|
1,343 |
|
(82,130) |
|
— |
|
— |
|
18,817 |
|
129,024,942 |
Computer software |
|
195,942,049 |
|
13,811,239 |
|
(43,107) |
|
382,537 |
|
— |
|
1,163,249 |
|
211,255,967 |
Transmission line software |
|
1,990,425 |
|
1,465 |
|
(662) |
|
— |
|
— |
|
22,629 |
|
2,013,857 |
Indefeasible right of usage |
|
1,919,358 |
|
144,879 |
|
— |
|
— |
|
— |
|
— |
|
2,064,237 |
Brand name |
|
20,350 |
|
— |
|
— |
|
— |
|
— |
|
(4,453) |
|
15,897 |
Customer base |
|
73,883 |
|
— |
|
— |
|
— |
|
— |
|
(8,854) |
|
65,029 |
Goodwill |
|
770,907 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
770,907 |
Subscriber acquisition cost |
|
72,791,783 |
|
9,653,267 |
|
— |
|
— |
|
— |
|
441,173 |
|
82,886,223 |
Electricity production license |
|
1,262,381 |
|
— |
|
— |
|
— |
|
— |
|
(122,175) |
|
1,140,206 |
Others |
|
2,357,311 |
|
369,171 |
|
(2,603) |
|
(46,977) |
|
— |
|
89,462 |
|
2,766,364 |
Construction in progress |
|
495,555 |
|
384,488 |
|
(2,136) |
|
(382,537) |
|
— |
|
(18,898) |
|
476,472 |
Total |
|
406,710,914 |
|
24,365,852 |
|
(130,638) |
|
(46,977) |
|
— |
|
1,580,950 |
|
432,480,101 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Telecommunication licenses |
|
90,877,046 |
|
7,446,046 |
|
(19,530) |
|
— |
|
— |
|
208,337 |
|
98,511,899 |
Computer software |
|
151,201,408 |
|
11,194,611 |
|
(13,683) |
|
— |
|
154,681 |
|
699,777 |
|
163,236,794 |
Transmission line software |
|
1,971,530 |
|
42,044 |
|
— |
|
— |
|
— |
|
17,824 |
|
2,031,398 |
Indefeasible right of usage |
|
1,214,529 |
|
97,610 |
|
(1,792) |
|
— |
|
— |
|
(1,060) |
|
1,309,287 |
Brand name |
|
18,547 |
|
— |
|
— |
|
— |
|
— |
|
(14,915) |
|
3,632 |
Customer base |
|
53,561 |
|
826 |
|
— |
|
— |
|
— |
|
(20,377) |
|
34,010 |
Subscriber acquisition cost |
|
49,080,253 |
|
9,765,186 |
|
— |
|
— |
|
— |
|
(703,747) |
|
58,141,692 |
Electricity production license |
|
99,108 |
|
57,171 |
|
— |
|
— |
|
— |
|
23,524 |
|
179,803 |
Others |
|
1,619,661 |
|
292,667 |
|
(2,309) |
|
— |
|
1,012 |
|
(44,086) |
|
1,866,945 |
Total |
|
296,135,643 |
|
28,896,161 |
|
(37,314) |
|
— |
|
155,693 |
|
165,277 |
|
325,315,460 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book value |
|
110,575,271 |
|
(4,530,309) |
|
(93,324) |
|
(46,977) |
|
(155,693) |
|
1,415,673 |
|
107,164,641 |
Amortization expenses for the years ended 31 December 2025 and 2024 amounting to TL 31,449,320 and TL 29,051,854, respectively include impairment losses and are recognized in cost of revenue. Impairment losses on intangible assets not in use for the years ended 31 December 2025 and 2024 are TL 559,031 and TL 155,693, respectively and are recognized in amortization expenses.
Computer software includes capitalized software development costs that meet the definition of an intangible asset. The amount of capitalized development costs is TL 4,371,052 for the year ended 31 December 2025 (31 December 2024: TL 4,038,085). Research and development expenses for the years ended 31 December 2025 and 2024 amounting to TL 450,871 and TL 410,964, respectively are recognized in cost of revenue.
14.Impairment of non-financial assets
The Group evaluates whether there is any indication of impairment for an asset on the relevant reporting date. If such an indication exists, the asset’s recoverable amount is estimated. If the recoverable amount of the asset or any cash-generating unit (“CGU”) to which the asset belongs exceeds its carrying amount, no impairment loss is recognized.
As of 31 December 2025, and 2024, no indication of impairment was found in any CGU of the Group and no impairment test was performed.
F-63
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
15.Investment properties
|
|
31 December |
|
31 December |
Cost |
|
2025 |
|
2024 |
Opening balance |
|
2,246,125 |
|
2,246,125 |
Transfer from property, plant and equipment |
|
— |
|
— |
Closing balance |
|
2,246,125 |
|
2,246,125 |
|
|
|
|
|
Accumulated depreciation |
|
|
|
|
Opening balance |
|
(2,000,919) |
|
(1,977,083) |
Depreciation and impairment charges during the year |
|
(22,583) |
|
(23,836) |
Closing balance |
|
(2,023,502) |
|
(2,000,919) |
|
|
|
|
|
Net book value |
|
222,623 |
|
245,206 |
Depreciation expenses amounting TL 22,583 for the year ended 31 December 2025 (31 December 2024: TL 23,836) are recognized under cost of revenue.
Determination of the fair values of the Group’s investment properties.
The Group engages qualified external experts, authorized by the Capital Markets Board of Türkiye, to perform the valuation of investment properties. Management works closely with the qualified external experts to establish the appropriate valuation techniques and inputs to the model. The fair values of these investment properties were determined using a variety of valuation methods: income capitalization approach and cost approach. In estimating the fair values of the properties, the highest and best use of the property is its current use.
The fair value of the Group’s investment properties has been determined by an independent valuation company. As of 31 December 2025, the fair value of the investment properties appraised by the valuation company amounted to TL 535,520 (31 December 2024: TL 533,909).
Significant unobservable inputs and sensitivity of fair values of respective investment properties are as follows:
In the “income capitalization” approach, a significant increase/(decrease) in rentals will cause a significant increase/(decrease) in the fair value. In addition, a slight decrease/(increase) in risk premium and discount rate which are calculated by considering current market conditions will cause a significant increase/(decrease) in the fair value.
For properties valued using the cost approach, a significant increase (decrease) in construction costs and other related costs of comparable properties in the market would result in a significant increase (decrease) in fair value.
Rent income from investment properties during the year ended 31 December 2025 is TL 12,075 (31 December 2024: TL 7,990). There are no direct operating expenses for investment properties during the year ended 31 December 2025 (31 December 2024: None).
F-64
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
16.Right-of-use assets
Closing balances of right-of-use assets as of 31 December 2025 and 31 December 2024 and depreciation and amortization expenses for the years ended 31 December 2025 and 31 December 2024 are as follows:
|
|
|
|
|
|
Network |
|
|
|
Right of |
|
|
|
|
|
|
|
|
Site Rent |
|
Building |
|
equipment |
|
Vehicles |
|
way |
|
License |
|
Other |
|
Total |
Balance at 1 January 2025 |
|
6,827,604 |
|
2,474,788 |
|
328,930 |
|
2,069,111 |
|
939,844 |
|
37,600 |
|
638,941 |
|
13,316,818 |
Depreciation and amortization charge for the year |
|
(3,247,856) |
|
(477,089) |
|
(1,756,025) |
|
(747,788) |
|
(1,041,614) |
|
(180,844) |
|
(535,014) |
|
(7,986,230) |
Balance at 31 December 2025 |
|
7,512,210 |
|
2,775,252 |
|
297,443 |
|
1,556,327 |
|
10,208,972 |
|
54,194 |
|
556,391 |
|
22,960,789 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Network |
|
|
|
Right of |
|
|
|
|
|
|
|
|
Site Rent |
|
Building |
|
equipment |
|
Vehicles |
|
way |
|
License |
|
Other |
|
Total |
Balance at 1 January 2024 |
|
7,305,568 |
|
2,407,197 |
|
387,594 |
|
273,302 |
|
796,716 |
|
1,415 |
|
424,240 |
|
11,596,032 |
Depreciation and amortization charge for the year |
|
(3,102,308) |
|
(767,957) |
|
(1,663,312) |
|
(414,875) |
|
(192,298) |
|
(169,807) |
|
(397,333) |
|
(6,707,890) |
Balance at 31 December 2024 |
|
6,827,604 |
|
2,474,788 |
|
328,930 |
|
2,069,111 |
|
939,844 |
|
37,600 |
|
638,941 |
|
13,316,818 |
As at 31 December 2025, the Company has additions to right-of-use assets amounting to TL 18,184,732 (31 December 2024: TL 8,955,478) and interest expense on lease liabilities amounting to TL 2,987,258 (31 December 2024: TL 1,500,476). Depreciation and amortization expenses amounting to TL 7,986,230 (31 December 2024: TL 6,707,890) are recognized in cost of revenues.
17.Other assets
|
|
31 December |
|
31 December |
Other non-current assets |
|
2025 |
|
2024 |
Advances given for property, plant and equipment |
|
5,348,551 |
|
7,303,757 |
Deposits and guarantees given |
|
1,228,760 |
|
1,022,791 |
Prepaid expenses |
|
721,619 |
|
353,299 |
VAT receivable |
|
648,907 |
|
495,757 |
Others |
|
262,112 |
|
271,779 |
|
|
8,209,949 |
|
9,447,383 |
|
|
31 December |
|
31 December |
Other current assets |
|
2025 |
|
2024 |
VAT receivable |
|
3,578,544 |
|
2,236,204 |
Prepaid expenses |
|
3,630,099 |
|
2,822,005 |
Prepaid taxes |
|
324,242 |
|
270,954 |
Restricted cash |
|
888,473 |
|
963,438 |
Advances given to suppliers |
|
285,348 |
|
280,361 |
Receivables from tax office |
|
2,571 |
|
367,343 |
Others |
|
191,186 |
|
1,053,283 |
|
|
8,900,463 |
|
7,993,588 |
F-65
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
18.Deferred tax assets and liabilities
Recognized deferred tax assets and liabilities
Deferred tax assets and liabilities at 31 December 2025 and 2024 are attributable to the following:
|
|
Assets |
|
Liabilities |
|
Net |
||||||
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
Depreciation & Capitalization and revaluation difference under Property, plant and equipment and intangible assets (*) |
|
7,782,328 |
|
1,106,277 |
|
(33,367,949) |
|
(14,146,064) |
|
(25,585,621) |
|
(13,039,787) |
Derivative instruments |
|
159,887 |
|
50,573 |
|
(37,234) |
|
(587,642) |
|
122,653 |
|
(537,069) |
Reserve for defined benefit plan and provisions |
|
2,320,514 |
|
2,873,058 |
|
(15,641) |
|
(745) |
|
2,304,873 |
|
2,872,313 |
Tax losses carried forward |
|
3,431,552 |
|
1,385,541 |
|
— |
|
— |
|
3,431,552 |
|
1,385,541 |
Tax allowances (***) |
|
5,195,964 |
|
2,763,246 |
|
(3,139) |
|
— |
|
5,192,825 |
|
2,763,246 |
Other assets and liabilities (**) |
|
7,208,085 |
|
4,778,455 |
|
(400,378) |
|
(1,772,324) |
|
6,807,707 |
|
3,006,131 |
Deferred tax assets/(liabilities) |
|
26,098,330 |
|
12,957,150 |
|
(33,824,341) |
|
(16,506,775) |
|
(7,726,011) |
|
(3,549,625) |
Offsetting |
|
(18,017,497) |
|
(9,635,262) |
|
18,017,497 |
|
9,635,262 |
|
— |
|
— |
Net deferred tax assets/(liabilities) |
|
8,080,833 |
|
3,321,888 |
|
(15,806,844) |
|
(6,871,513) |
|
(7,726,011) |
|
(3,549,625) |
(*) |
As of 2025, inflation adjustment to be applied under the Turkish Tax Procedure Law has been postponed for the 2025, 2026 and 2027 fiscal years pursuant to Law No. 7571. Within this scope, the Company revalued its depreciable assets in accordance with Article 298/Ç of the Turkish Tax Procedure Law, and the resulting revaluation increase has been recognized in a reserve account in the statutory records. |
(**) Mainly comprises of loans, bonds, prepaid expenses and lease liabilities’ deferred tax effects.
(***) Tax exemptions consist of deferred taxes arising from investment incentive certificates and R&D exemptions.
Movement in deferred tax assets/ (liabilities) for the years ended 31 December 2025 and 2024 were as follows:
|
|
2025 |
|
2024 |
Opening balance, net |
|
(3,549,625) |
|
(2,187,291) |
Income statement charge |
|
(4,784,299) |
|
(2,046,491) |
Tax charge relating to components of other comprehensive income |
|
(757,837) |
|
(843,583) |
Tax charge related to equity items |
|
1,365,750 |
|
1,527,740 |
Closing balance, net |
|
(7,726,011) |
|
(3,549,625) |
The Group did not recognize deferred income tax assets of TL 1,665,351 (31 December 2024: TL 3,186,203) in respect of tax losses amounting to TL 19,812,716 (31 December 2024: TL 16,218,576) that can be carried forward against future taxable income because it is not probable that future taxable profits will be available against which unrecognized tax losses can be utilized. The unused tax losses were incurred mainly by BeST.
F-66
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
18.Deferred tax assets and liabilities (continued)
Recognized deferred tax assets and liabilities (continued)
Unused tax losses will expire at the following dates:
|
|
31 December |
|
31 December |
Expiration Date |
|
2025 |
|
2024 |
2025 |
|
— |
|
5,578,042 |
2026 |
|
304,911 |
|
235,165 |
2027 |
|
3,727,680 |
|
3,172,164 |
2028 |
|
2,128,973 |
|
828,929 |
2029 |
|
6,649,571 |
|
5,546,666 |
2030 |
|
6,463,909 |
|
355,136 |
2031 |
|
490,921 |
|
441,281 |
Indefinite |
|
46,751 |
|
61,193 |
Total |
|
19,812,716 |
|
16,218,576 |
Tax Advantages Obtained Within the Scope of the Investment Incentive System
Profits generated from the Group’s investments that are covered by an investment incentive certificate are subject to corporate income tax at reduced rates, starting from the financial year in which the investment is partially or fully put into operation, until the investment contribution amount is utilized in full. As a result of the recognition of such tax benefit as of 31 December 2025, deferred tax income of TRY 2,346,908 has been recognized in the consolidated statement of profit or loss for the period from 1 January to 31 December 2025.
F-67
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
19.Trade receivables
|
|
31 December |
|
31 December |
|
|
2025 |
|
2024 |
Receivables from subscribers |
|
16,091,832 |
|
15,035,358 |
Undue assigned contracted receivables |
|
1,116,263 |
|
1,389,511 |
Accounts and notes receivable |
|
6,337,363 |
|
5,124,258 |
|
|
23,545,458 |
|
21,549,127 |
Trade receivables are shown net of provision for impairment amounting to TL 943,781 as at 31 December 2025 (31 December 2024: TL 814,830). Movements in provision for impairment of trade receivables and due from related parties are disclosed in Note 35. The accounts and notes receivable represent receivables from distributors and roaming receivables. The Group’s exposure to currency risk and credit risk arising from trade receivables are disclosed in Note 35.
Letters of guarantee received with respect to the accounts and notes receivable amounted to TL 5,058,910 and TL 3,303,789 at 31 December 2025 and 2024, respectively.
The undue assigned contracted receivables related to handset campaigns, which will be billed after one year amounted to TL 249,318 (31 December 2024: TL 210,343) is presented under non-current trade receivable amounted to TL 257,003 (31 December 2024: TL 429,371). The allowance for doubtful receivables allocated for long-term trade receivables amounts to TL 341 (31 December 2024: TL 308).
20.Receivables from financial services
|
|
31 December |
|
31 December |
|
|
2025 |
|
2024 |
Non-current receivables from financial services |
|
283,932 |
|
480,570 |
Current receivables from financial services |
|
8,814,916 |
|
9,348,782 |
|
|
9,098,848 |
|
9,829,352 |
Movements in provision for impairment of receivables from financial services are disclosed in Note 35.
21.Contract assets
|
|
31 December |
|
31 December |
|
|
2025 |
|
2024 |
Non-current contract assets |
|
258,174 |
|
215,978 |
Current contract assets |
|
6,321,129 |
|
6,806,987 |
|
|
6,579,303 |
|
7,022,965 |
The contract assets represent contract assets from subscribers. Contract asset is recorded when revenue is recognized in advance of the Group’s right to bill and receive consideration. The contract asset will decrease as services are provided and billed. Contract assets also include contracted receivables related to handset campaigns, and the portion which will be billed after one year is presented under non-current contract assets.
22.Inventories
As of 31 December 2025, inventories amounting to TL 897,953 which consist of mainly mobile phone and its accessories, tablet, sim-cards, tower construction materials and other electronic products (31 December 2024: TL883,014).
F-68
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
23.Cash and cash equivalents
|
|
31 December |
|
31 December |
|
|
2025 |
|
2024 |
Cash in hand |
|
337 |
|
649 |
Banks |
|
78,398,265 |
|
83,340,516 |
- Demand deposits |
|
5,595,255 |
|
6,029,132 |
- Time deposits |
|
72,803,010 |
|
61,114,813 |
- Receivables from reverse repo |
|
— |
|
16,196,571 |
Impairment loss provision |
|
(4,857) |
|
(12,813) |
Other (*) |
|
13,434,537 |
|
6,901,401 |
|
|
91,828,282 |
|
90,229,753 |
(*) It consists of highly liquid money market funds and government bonds with original maturities of less than 90 days as of the acquisition date and which are subject to an insignificant risk of changes in value.
As of 31 December 2025, the average effective interest rates of TRY, USD and EUR time deposits are 39.7%, 3.5% and 1.6% (31 December 2024: 47.4%, 2.7% and 2.7%) respectively.
As of 31 December 2025, average maturity of time deposits is 7 days (31 December 2024: 35 days).
As of 31 December 2024, the effective interest rates of USD receivables from reverse repo are 4.0%.
Reconciliation of cash and cash equivalents in consolidated statement of cash flows:
|
|
31 December |
|
31 December |
|
|
2025 |
|
2024 |
Cash and cash equivalents |
|
91,828,282 |
|
90,229,753 |
Interest accrual of cash and cash equivalents |
|
(60,510) |
|
(366,852) |
Total |
|
91,767,772 |
|
89,862,901 |
F-69
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
24.Financial assets
The details of financial assets as of 31 December 2025 and 2024 are as follows:
|
|
31 December 2025 |
|
31 December 2024 |
||||
|
|
Non- |
|
|
|
Non- |
|
|
|
|
current |
|
Current |
|
current |
|
Current |
Fair value through profit or loss |
|
8,620,841 |
|
2,485,526 |
|
7,803,449 |
|
4,677,683 |
- Investment funds (*) |
|
8,620,841 |
|
2,485,526 |
|
7,803,449 |
|
— |
- Currency protected time deposits |
|
— |
|
— |
|
— |
|
4,677,683 |
Fair value through other comprehensive income |
|
29,152,733 |
|
9,524,555 |
|
15,513,584 |
|
2,933,859 |
- Listed debt securities (**) |
|
29,152,733 |
|
9,524,555 |
|
15,513,584 |
|
2,933,859 |
Amortized cost |
|
— |
|
2,148,886 |
|
— |
|
1,395,180 |
- Time deposits with maturity of more than three months |
|
— |
|
2,148,886 |
|
— |
|
1,395,180 |
|
|
37,773,574 |
|
14,158,967 |
|
23,317,033 |
|
9,006,722 |
(*) |
Investment funds mainly consist of money market funds and Turkcell Venture Capital Investment Fund (GSYF), established by Re-Pie Portfolio Management Inc., as well as the shares and financial assets related to this fund. These funds are measured at fair value, and the corresponding changes in value are recognized in profit or loss. |
(**) |
Listed debt securities are classified as financial assets at fair value through other comprehensive income. |
|
|
Fair Values |
||||||
|
|
31 December |
|
31 December |
|
Fair value |
|
|
|
|
2025 |
|
2024 |
|
hierarchy |
|
Valuation technique |
Financial assets at fair value through other comprehensive income |
|
38,677,288 |
|
18,447,443 |
|
Level 1 |
|
Pricing models based on quoted market prices at the end of the reporting period, |
Financial assets at fair value through profit or loss |
|
10,602,314 |
|
7,104,182 |
|
Level 1 |
|
Pricing models based on quoted market prices at the end of the reporting period, |
Financial assets at fair value through profit or loss |
|
— |
|
4,677,683 |
|
Level 2 |
|
Forward exchange rates at the reporting date |
Financial assets at fair value through profit or loss |
|
504,053 |
|
699,267 |
|
Level 3 |
|
Pricing models based on discounted cash flow |
|
|
49,783,655 |
|
30,928,575 |
|
|
|
|
F-70
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
24.Financial assets (continued)
The movement of the financial assets which is shown in Level 3 are as follows:
|
|
31 December |
|
31 December |
|
|
2025 |
|
2024 |
Opening balance |
|
699,267 |
|
867,759 |
Addition |
|
71,891 |
|
190,760 |
Disposal |
|
— |
|
(124,465) |
Remeasurement recognised in profit or loss |
|
(260,217) |
|
(189,231) |
Monetary gain/(loss) |
|
(6,888) |
|
(45,556) |
Closing balance |
|
504,053 |
|
699,267 |
As of 31 December 2025, and 2024, the notional and fair value amounts of listed debt securities are as follows:
31 December 2025 | ||||||
|
|
Notional amount |
|
Fair value |
|
|
Currency |
|
(original currency) |
|
(in TL) |
|
Maturity |
USD |
|
100,000 |
|
4,404,161 |
|
Indefinite |
USD |
|
69,135 |
|
3,709,651 |
|
17 August 2031 |
TRY |
|
2,914,000 |
|
3,227,414 |
|
10 February 2027 |
TRY |
|
2,400,000 |
|
2,548,556 |
|
12 September 2029 |
USD |
|
50,000 |
|
2,295,357 |
|
31 July 2030 |
USD |
|
46,500 |
|
2,225,938 |
|
16 October 2028 |
USD |
|
50,000 |
|
2,206,618 |
|
13 August 2026 |
USD |
|
50,000 |
|
2,205,265 |
|
22 July 2026 |
USD |
|
50,000 |
|
2,174,117 |
|
5 April 2026 |
TRY |
|
1,500,000 |
|
1,621,220 |
|
27 September 2034 |
USD |
|
35,000 |
|
1,584,491 |
|
26 February 2035 |
EUR |
|
24,500 |
|
1,375,937 |
|
21 May 2030 |
USD |
|
30,000 |
|
1,374,649 |
|
4 February 2030 |
EUR |
|
23,945 |
|
1,244,558 |
|
14 September 2026 |
USD |
|
22,500 |
|
1,020,877 |
|
12 November 2026 |
USD |
|
21,000 |
|
937,916 |
|
Indefinite |
USD |
|
20,000 |
|
892,514 |
|
Indefinite |
EUR |
|
15,000 |
|
755,646 |
|
31 October 2035 |
USD |
|
11,500 |
|
535,734 |
|
5 October 2034 |
USD |
|
11,000 |
|
518,575 |
|
16 January 2029 |
USD |
|
10,000 |
|
475,348 |
|
17 January 2034 |
USD |
|
7,421 |
|
411,330 |
|
14 September 2027 |
TRY |
|
250,000 |
|
258,297 |
|
8 November 2028 |
EUR |
|
5,000 |
|
251,908 |
|
28 January 2026 |
EUR |
|
3,000 |
|
154,286 |
|
1 April 2026 |
EUR |
|
2,500 |
|
128,220 |
|
8 October 2026 |
TRY |
|
100,000 |
|
92,968 |
|
16 March 2026 |
TRY |
|
50,000 |
|
45,737 |
|
17 April 2026 |
Total listed debt securities |
|
|
|
38,677,288 |
|
|
F-71
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
24.Financial assets (continued)
As of 31 December 2025, and 2024, the notional and fair value amounts of listed debt securities are as follows: (continue)
31 December 2025 | ||||||
|
|
Notional amount |
|
Fair value |
|
|
Currency |
|
(original currency) |
|
(in TL) |
|
Maturity |
USD |
|
113,235 |
|
4,853,525 |
|
Indefinite |
EUR |
|
50,000 |
|
2,522,660 |
|
Indefinite |
EUR |
|
50,000 |
|
2,268,762 |
|
Indefinite |
TRY |
|
116,497 |
|
255,508 |
|
Indefinite |
USD |
|
5,000 |
|
216,764 |
|
15 March 2026 |
USD |
|
4,992 |
|
213,952 |
|
19 November 2027 |
TRY |
|
174,131 |
|
174,131 |
|
Indefinite |
USD |
|
2,006 |
|
85,975 |
|
24 February 2027 |
TRY |
|
2,144 |
|
8,655 |
|
1 January 2090 |
TRY |
|
769 |
|
2,132 |
|
Indefinite |
TRY |
|
134 |
|
134 |
|
Indefinite |
TRY |
|
117 |
|
116 |
|
Indefinite |
Total investment funds |
|
|
|
10,602,314 |
|
|
31 December 2024 | ||||||
|
|
Notional amount |
|
Fair value |
|
|
Currency |
|
(original currency) |
|
(in TL) |
|
Maturity |
USD |
|
135,000 |
|
6,168,766 |
|
15 May 2034 |
USD |
|
54,500 |
|
2,760,739 |
|
16 October 2028 |
TRY |
|
988,000 |
|
1,450,591 |
|
12 August 2026 |
TRY |
|
1,001,000 |
|
1,396,346 |
|
12 September 2029 |
EUR |
|
24,500 |
|
1,289,686 |
|
21 May 2030 |
USD |
|
22,500 |
|
1,116,306 |
|
12 November 2026 |
USD |
|
20,000 |
|
946,948 |
|
23 January 2025 |
USD |
|
15,000 |
|
740,589 |
|
1 October 2025 |
USD |
|
13,000 |
|
613,384 |
|
12 December 2025 |
USD |
|
11,500 |
|
557,994 |
|
5 October 2034 |
USD |
|
11,000 |
|
544,520 |
|
16 January 2029 |
USD |
|
10,000 |
|
463,994 |
|
3 December 2025 |
USD |
|
4,500 |
|
228,637 |
|
19 October 2028 |
USD |
|
3,620 |
|
168,943 |
|
31 March 2025 |
Total listed debt securities |
|
|
|
18,447,443 |
|
|
As of 31 December 2024, the notional and fair value amounts of currency protected time deposits are as follows:
31 December 2024 | ||||||
|
|
Notional amount |
|
Fair value |
|
|
Currency |
|
(original currency) |
|
(in TL) |
|
Maturity |
TRY |
|
1,644,192 |
|
2,885,065 |
|
25 April 2025 |
TRY |
|
505,259 |
|
851,078 |
|
26 February 2025 |
TRY |
|
246,418 |
|
417,007 |
|
21 February 2025 |
TRY |
|
155,895 |
|
262,354 |
|
28 February 2025 |
TRY |
|
155,646 |
|
262,179 |
|
27 February 2025 |
Total currency protected time deposits |
|
|
|
4,677,683 |
|
|
F-72
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
24.Financial assets (continued)
During the year, the following gains (losses) were recognized in other comprehensive income.
|
|
31 December |
|
31 December |
|
|
2025 |
|
2024 |
Gains / (Losses) recognized in other comprehensive income |
|
|
|
|
Related to financial assets |
|
714,892 |
|
132,109 |
Related to financial assets, tax effect |
|
(178,723) |
|
(33,027) |
|
|
536,169 |
|
99,082 |
25.Equity
Share capital
As at 31 December 2025, share capital represents 2,200,000,000 (31 December 2024: 2,200,000,000) authorized, issued and fully paid shares with a par value of TL 1 each. In this respect, share capital presented in the consolidated financial statements refers to nominal amount of registered share capital.
Each holder of shares is entitled to receive dividends as declared and their vote entitlements are determined as explained in Note 1.
Companies with their shareholding percentage are as follows:
|
|
31 December 2025 |
|
31 December 2024 |
||||
|
|
(%) |
|
TL |
|
(%) |
|
TL |
Public Share (*) |
|
53.95 |
|
1,187,004 |
|
53.95 |
|
1,187,004 |
TVF BTIH |
|
26.20 |
|
576,400 |
|
26.20 |
|
576,400 |
IMTIS Holdings |
|
19.80 |
|
435,600 |
|
19.80 |
|
435,600 |
Other |
|
0.05 |
|
996 |
|
0.05 |
|
996 |
Total |
|
|
|
2,200,000 |
|
|
|
2,200,000 |
|
|
|
|
|
|
|
|
|
Inflation adjustment to share capital |
|
|
|
58,906,064 |
|
|
|
58,906,064 |
Inflation adjusted capital |
|
|
|
61,106,064 |
|
|
|
61,106,064 |
(*) |
Public shares also include the shares repurchased by the Company. As of 31 December 2025, the total number of treasury shares amounts to 23,557. |
F-73
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
25.Equity (continued)
Legal reserves
The legal reserves consist of first and second reserves, appropriated in accordance with the Turkish Commercial Code (“TCC”).
The TCC stipulates that the first legal reserve is appropriated out of statutory profits at the rate of 5% per annum, until the total reserve reaches 20% of a company’s paid-in share capital. The second legal reserve is appropriated at the rate of 10% per annum of all cash dividends in excess of 5% of the paid-in share capital. Under the TCC, the legal reserves can only be used to offset losses and are not available for any other usage unless they exceed 50% of paid-in share capital.
Treasury shares
In 2025, in accordance with the Board of Directors’ share buy-back decisions on 27 July 2016 and 30 January 2017, the Company purchased a total of 2,662,240 shares at a price level of between TRY 87.99 and TRY 95.58 (In 2024 the Company purchased a total of 3,001,398 shares at a price level of between TRY98.05 and TRY 99.87). Treasury shares are recognized by deducting from equity. The amounts are historical amounts that have not been indexed for the purpose of this disclosure.
Dividends
Turkcell:
At the general assembly held on 15 May 2025, it was decided that a portion of the Company’s distributable profit for the period ending 31 December 2025, amounting to a gross nominal 8,000,000 TL, would be distributed to shareholders in cash as a gross 3.6363 TL per share with a nominal value of 1 TL, on 20 June 2025 and 26 December 2025. The amount was paid to the shareholders on the relevant date. The total dividend, calculated based on purchasing power parity as of 31 December 2025, is 8,985,749 TL.
26.Earnings per share
|
|
31 December |
|
31 December |
|
31 December |
|
|
2025 |
|
2024 |
|
2023 |
Numerator: |
|
|
|
|
|
|
Profit attributable to owners of the Company |
|
17,604,007 |
|
30,790,359 |
|
23,724,634 |
Denominator: |
|
|
|
|
|
|
Weighted average number of shares (*) |
|
2,178,379,952 |
|
2,181,023,660 |
|
2,182,106,193 |
Basic and diluted earnings per share for profit attributable to owners of the Company (in full TL) |
|
8.08 |
|
14.12 |
|
10.87 |
|
|
31 December |
|
31 December |
|
31 December |
|
|
2025 |
|
2024 |
|
2023 |
Numerator: |
|
|
|
|
|
|
Profit from continuing operations attributable to owners of the Company |
|
17,791,410 |
|
14,523,109 |
|
20,002,327 |
Denominator: |
|
|
|
|
|
|
Weighted average number of shares (*) |
|
2,178,379,952 |
|
2,181,023,660 |
|
2,182,106,193 |
Basic and diluted earnings per share for profit from continuing operations attributable to owners of the Company (in full TL) |
|
8.17 |
|
6.66 |
|
9.17 |
F-74
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
26.Earnings per share (continued)
|
|
2025 |
|
2024 |
|
2023 |
Numerator: |
|
|
|
|
|
|
Profit from discontinuing operations attributable to owners of the Company |
|
(187,403) |
|
16,267,250 |
|
3,722,307 |
Denominator: |
|
|
|
|
|
|
Weighted average number of shares (*) |
|
2,178,379,952 |
|
2,181,023,660 |
|
2,182,106,193 |
Basic and diluted earnings per share for profit from discontinued operations attributable to owners of the Company (in full TL) |
|
(0.09) |
|
7.46 |
|
1.71 |
(*) |
Refer to Note 25 - Treasury shares |
27.Other non-current liabilities
|
|
31 December |
|
31 December |
|
|
2025 |
|
2024 |
Liabilities to BeST investment agreement |
|
1,640,828 |
|
1,707,760 |
Deferred revenue |
|
312,506 |
|
278,405 |
|
|
1,953,334 |
|
1,986,165 |
(*) |
The transfer of ownership of BeST’s 20% share in the Republic of Belarus was completed on 9 December 2022. On 30 November 2022, an agreement was signed between the Republic of Belarus, BeST and the Company for the development of telecommunications infrastructure, which covers the years 2022-2032 and involves a USD 100,000 obligation to be paid over a period of 10 years based on a minimum of 50% of the IFRS net profit earned by BeST, with the entire amount being paid by the Company to the Republic of Belarus if the specified amount is not reached at the end of the 10-year period. The liability recorded in the consolidated financial statements for the BeST investment agreement reflects the amortized cost value of future payments at the balance sheet date. The total future payments to be made is USD 100,000 (equivalent to TL 4,286,230 as of 31 December 2025) and will be paid depending on the financial performance of BeST. A discount rate of 14.99% was used in the amortized cost calculation. BeST expects the payment to be made in installments between 2026-2032 and changes in expected timing of payments is accounted within net interest expenses for financial assets and liabilities measured at amortized cost. |
The payment amount of TL 106,864 has been classified under other short-term liabilities.
F-75
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
28.Loans and borrowings
|
|
31 December |
|
31 December |
Long-term borrowings |
|
2025 |
|
2024 |
Unsecured bank loans |
|
36,529,205 |
|
33,502,486 |
Secured bank loans |
|
12,576,314 |
|
8,639,318 |
Lease liabilities |
|
12,520,129 |
|
4,944,629 |
Debt securities issued |
|
61,107,212 |
|
21,547,174 |
|
|
122,732,860 |
|
68,633,607 |
|
|
|
|
|
|
|
31 December |
|
31 December |
Short-term borrowings |
|
2025 |
|
2024 |
Unsecured bank loans |
|
24,366,285 |
|
37,935,323 |
Secured bank loans |
|
1,826,138 |
|
1,599,835 |
Lease liabilities |
|
2,964,188 |
|
1,367,685 |
Debt securities issued |
|
6,759,655 |
|
27,036,945 |
|
|
35,916,266 |
|
67,939,788 |
The sale process of the conventional bond issuance of the Company with a nominal amount of USD 500,000, 5-year maturity, a redemption date of 24 January 2030, a fixed annual coupon rate of 7.45%, and a sales price of 100% of the nominal value, to qualified investors abroad was completed on 24 January 2025. The subscription agreement for the issuance was signed on 22 January 2025.
The sale process of the sustainable bond issuance of the Company with a nominal amount of USD 500,000, 7-year maturity, a redemption date of 24 January 2032, a fixed annual coupon rate of 7.65%, and a sales price of 100% of the nominal value, to qualified investors abroad was completed on 24 January 2025. The subscription agreement for the issuance was signed on 22 January 2025.
The bond issued in 2015 with a nominal amount of USD 500,000 and a maturity of 10 years was redeemed in full upon its maturity on 15 October 2025, and the related liability has been fully settled.
The loan obtained on 26 October 2015 from China Development Bank with a principal amount of EUR 500,000 was redeemed in full upon its maturity on 23 October 2025, and the related liability has been fully settled.
F-76
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
28.Loans and borrowings (continued)
Terms and conditions of outstanding loans are as follows:
|
|
|
|
|
|
31 December 2025 |
|
31 December 2024 |
||||||||
|
|
|
|
Interest |
|
Payment |
|
Nominal |
|
Carrying |
|
Payment |
|
Nominal |
|
Carrying |
|
|
Currency |
|
rate type |
|
period |
|
interest rate |
|
amount |
|
period |
|
interest rate |
|
amount |
Unsecured Bank Loans |
|
EUR |
|
Floating |
|
2026-2030 |
|
Euribor+2.0%-Euribor+4.0% |
|
35,323,659 |
|
2025-2030 |
|
Euribor+2.0%-Euribor+4.0% |
|
41,822,675 |
Unsecured Bank Loans |
|
EUR |
|
Fixed |
|
2026 |
|
3.6%-3.95% |
|
1,973,139 |
|
2025 |
|
5.0% |
|
484,477 |
Unsecured Bank Loans |
|
USD |
|
Floating |
|
2026-2032 |
|
SOFR + 2.0% -SOFR + 2.2% |
|
14,473,289 |
|
2026-2029 |
|
Sofr+ 2.2% |
|
6,690,749 |
Unsecured Bank Loans |
|
USD |
|
Fixed |
|
2026 |
|
2.5% |
|
81,699 |
|
2026 |
|
2.6% |
|
202,358 |
Unsecured Bank Loans |
|
TRY |
|
Floating |
|
2026-2027 |
|
TLREF+2.0% |
|
243,161 |
|
- |
|
- |
|
— |
Unsecured Bank Loans |
|
TRY |
|
Fixed |
|
2026 |
|
36.2% - 45.5% |
|
6,114,448 |
|
2025-2027 |
|
24.4%-67.3% |
|
18,873,442 |
Unsecured Bank Loans |
|
CNY |
|
Fixed |
|
2026-2028 |
|
5.1% - 5.5% |
|
2,686,095 |
|
2026-2028 |
|
5.2%-5.5% |
|
3,364,108 |
Secured bank loans |
|
EUR |
|
Floating |
|
2026-2037 |
|
EURIBOR+0.7% |
|
2,949,366 |
|
2036 |
|
Euribor+0.7% |
|
1,472,567 |
Secured bank loans |
|
USD |
|
Floating |
|
2026-2028 |
|
SOFR + 0.6% -SOFR + 1.6% |
|
689,314 |
|
2026-2028 |
|
Sofr+0.6% & Sofr+1.6% |
|
1,032,036 |
Secured bank loans |
|
USD |
|
Fixed |
|
2026-2033 |
|
1.5% - 3.8% |
|
4,296,681 |
|
2029-2033 |
|
1.5%-3.8% |
|
5,422,323 |
Secured bank loans |
|
CNY |
|
Fixed |
|
2026-2034 |
|
4.0% |
|
6,467,091 |
|
2034 |
|
4.0% |
|
2,312,227 |
Debt securities issued |
|
TRY |
|
Fixed |
|
2026 |
|
37.0%-39.3% |
|
2,408,283 |
|
2025 |
|
42.0%-49.5% |
|
3,931,425 |
Debt securities issued |
|
USD |
|
Fixed |
|
2026-2032 |
|
5.8% - 7.7% |
|
65,458,584 |
|
2025-2028 |
|
5.8% |
|
44,652,694 |
Lease liabilities |
|
EUR |
|
Fixed |
|
2026-2034 |
|
2.9%-10.3% |
|
404,831 |
|
2025-2034 |
|
2.9%-10.3% |
|
458,601 |
Lease liabilities |
|
TRY |
|
Fixed |
|
2026-2070 |
|
7.5%-62.3% |
|
5,016,942 |
|
2025-2069 |
|
7.5%-62.3% |
|
5,183,093 |
Lease liabilities |
|
USD |
|
Fixed |
|
2026-2052 |
|
4.0%-11.6% |
|
9,221,639 |
|
2025-2037 |
|
4.0 %-11.6% |
|
62,174 |
Lease liabilities |
|
BYR |
|
Fixed |
|
2026-2028 |
|
10.8%-20.0% |
|
840,905 |
|
2025-2037 |
|
10.8%-20.0% |
|
608,446 |
|
|
|
|
|
|
|
|
|
|
158,649,126 |
|
|
|
|
|
136,573,395 |
29.Employee benefits
|
|
31 December |
|
31 December |
|
|
2025 |
|
2024 |
Retirement pay liability provision |
|
2,074,592 |
|
3,144,599 |
Unused vacation provision |
|
816,101 |
|
824,158 |
|
|
2,890,693 |
|
3,968,757 |
Provision for defined benefit plans
Movements in provision for retirement pay liability are as follows:
|
|
2025 |
|
2024 |
Balance at 1 January |
|
3,144,599 |
|
3,183,356 |
Service cost |
|
493,572 |
|
646,459 |
Remeasurements |
|
(1,161,825) |
|
231,601 |
Interest expense |
|
711,056 |
|
696,536 |
Benefit payments |
|
(409,802) |
|
(534,804) |
Inflation adjustment |
|
(703,008) |
|
(1,078,549) |
Balance at 31 December |
|
2,074,592 |
|
3,144,599 |
The sensitivity of provision for retirement pay liability to changes in the significant actuarial assumptions is:
31 December 2025 |
|
Interest Rate |
|
Inflation Rate |
|
||||
Sensitivity Level |
|
1% increase |
|
1% decrease |
|
1% increase |
|
1% decrease |
|
Change in assumption |
|
(13.1) |
% |
15.6 |
% |
16.1 |
% |
(13.6) |
% |
Impact on provision for defined benefit plans |
|
(271,772) |
|
323,636 |
|
334,009 |
|
(282,145) |
|
F-77
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
29.Employee benefits (continued)
Provision for defined benefit plans (continued)
31 December 2024 |
|
Interest Rate |
|
Inflation Rate |
|
||||
Sensitivity Level |
|
1% increase |
|
1% decrease |
|
1% increase |
|
1% decrease |
|
Change in assumption |
|
(14.2) |
% |
17.2 |
% |
6.6 |
% |
(22.7) |
% |
Impact on provision for defined benefit plans |
|
(446,533) |
|
540,557 |
|
207,544 |
|
(713,824) |
|
The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated.
Defined contribution plans
Obligations for contribution to defined contribution plans are recognized as an expense in the consolidated statement of profit or loss as incurred. The Group is obliged to contribute a certain percentage of personnel wages to pension plans. The Group incurred TL 220,614 and TL 124,826 in relation to the defined contribution retirement plan for the years ended 31 December 2025 and 2024 respectively.
Share based payments
The Group has a share performance-based payment plan (cash settled incentive plan) in order to build a common interest with its shareholders, support sustainable success, and ensure loyalty of key employees. The KPIs of the plan are; the total shareholder return in excess of weighted average cost of capital (WACC), and ranking of total shareholder return in comparison with BIST-30 and peer group. Bonus amount is determined according to these evaluations, and it is distributed over a three-year payment plan.
As of 31 December 2025, the Group recognized expenses of TL 1,226,363 regarding this plan (31 December 2024: TL 1,817,575). Additionally, expenses regarding to key management personnel explained in Note 39.
30.Deferred revenue
Deferred revenue primarily consists of rent income that are accounted with the scope of IFRS 16 and it is classified as current at 31 December 2025 and 2024. The amount of deferred revenue is TL 1,133,040 and TL 664,358 as at 31 December 2025 and 2024, respectively.
F-78
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
31.Contract liabilities
|
|
31 December |
|
31 December |
|
|
2025 |
|
2024 |
Long-term contract liabilities |
|
2,524,641 |
|
2,817,919 |
Short-term contract liabilities |
|
2,021,937 |
|
1,992,836 |
|
|
4,546,578 |
|
4,810,755 |
Contract liabilities primarily consists of telecommunication service for infrastructure usage and top-up made by prepaid subscribers.
Revenue recognized in the current reporting period relating to carried forward contract liabilities is TL1,992,836 (2024: TL 2,480,408).
The following table shows unsatisfied performance obligation result as of 31 December 2025;
|
|
31 December |
|
31 December |
|
|
2025 |
|
2024 |
Telecommunications service |
|
10,768,817 |
|
3,060,547 |
Other |
|
1,007,191 |
|
1,903,173 |
|
|
11,776,008 |
|
4,963,720 |
Management expects that 29% of the transaction price allocated to the unsatisfied contracts as of 31 December 2025 will be recognized as revenue during 2026. The remaining 71% will be recognized in next years.
32.Provisions
Non-current provisions:
|
|
|
|
Obligations for |
|
|
|
|
|
|
dismantling, |
|
|
|
|
Legal |
|
removing and |
|
|
|
|
claims |
|
site restoration |
|
Total |
Balance at 1 January 2025 |
|
305,990 |
|
2,205,539 |
|
2,511,529 |
Provisions recognized |
|
261,593 |
|
101,538 |
|
363,131 |
Payments |
|
— |
|
(69,346) |
|
(69,346) |
Unwinding of discount |
|
— |
|
289,827 |
|
289,827 |
Transfers to current provisions |
|
(126,218) |
|
— |
|
(126,218) |
Remeasurements |
|
— |
|
404,853 |
|
404,853 |
Effect of changes in exchange rates |
|
— |
|
122,187 |
|
122,187 |
Inflation adjustment |
|
(84,957) |
|
(588,930) |
|
(673,887) |
Balance at 31 December 2025 |
|
356,408 |
|
2,465,668 |
|
2,822,076 |
F-79
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
32.Provisions (continued)
Non-current provisions: (continued)
|
|
|
|
Obligations for |
|
|
|
|
|
|
dismantling, |
|
|
|
|
Legal |
|
removing and |
|
|
|
|
claims |
|
site restoration |
|
Total |
Balance at 1 January 2024 |
|
209,008 |
|
2,397,858 |
|
2,606,866 |
Provisions recognized |
|
292,190 |
|
25,041 |
|
317,231 |
Payments |
|
— |
|
(34,732) |
|
(34,732) |
Unwinding of discount |
|
— |
|
368,840 |
|
368,840 |
Transfers to current provisions |
|
(108,794) |
|
— |
|
(108,794) |
Remeasurements |
|
— |
|
231,131 |
|
231,131 |
Effect of changes in exchange rates |
|
— |
|
25,805 |
|
25,805 |
Inflation adjustment |
|
(86,414) |
|
(808,404) |
|
(894,818) |
Balance at 31 December 2024 |
|
305,990 |
|
2,205,539 |
|
2,511,529 |
Provision for legal claims is recognized for the probable cash outflows related to legal disputes. Refer to Note 37.
The Group is required to incur certain costs in respect of a liability to dismantle and remove assets and to restore sites on which the assets were located. The dismantling costs are calculated according to best estimate of future expected payments discounted at a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the liability.
Current provisions:
|
|
Legal claims (**) |
|
Bonus (*) |
|
Total |
Balance at 1 January 2025 |
|
422,526 |
|
5,664,436 |
|
6,086,962 |
Provisions recognized |
|
116,443 |
|
6,606,426 |
|
6,722,869 |
Payments |
|
(91,738) |
|
(5,466,606) |
|
(5,558,344) |
Transfers from non-current provisions |
|
126,218 |
|
— |
|
126,218 |
Effect of changes in exchange rates |
|
29 |
|
38,158 |
|
38,187 |
Inflation adjustment |
|
(113,924) |
|
(1,446,528) |
|
(1,560,452) |
Balance at 31 December 2025 |
|
459,554 |
|
5,395,886 |
|
5,855,440 |
|
|
Legal claims (**) |
|
Bonus (*) |
|
Total |
Balance at 1 January 2024 |
|
850,280 |
|
2,883,116 |
|
3,733,396 |
Provisions recognized |
|
(38,692) |
|
7,260,231 |
|
7,221,539 |
Payments |
|
(259,381) |
|
(3,094,880) |
|
(3,354,261) |
Transfers from non - current provisions |
|
108,794 |
|
— |
|
108,794 |
Effect of changes in exchange rates |
|
— |
|
5,710 |
|
5,710 |
Inflation adjustment |
|
(238,475) |
|
(1,389,741) |
|
(1,628,216) |
Balance at 31 December 2024 |
|
422,526 |
|
5,664,436 |
|
6,086,962 |
(*) |
Includes share-based payment (Note 29). |
(**) |
Refer to Note 37. |
F-80
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
33.Trade and other payables
|
|
31 December |
|
31 December |
Short-term trade and other payables |
|
2025 |
|
2024 |
Payables to suppliers |
|
28,490,319 |
|
26,648,363 |
Taxes payable |
|
5,937,485 |
|
5,302,796 |
Accrued treasury share, universal service fund contribution and contributions to the ICTA’s expenses |
|
3,923,077 |
|
3,768,259 |
Accrued selling and marketing expenses |
|
548,504 |
|
515,830 |
Payables related with donation |
|
113 |
|
4,117 |
Others (*) |
|
4,096,745 |
|
2,599,548 |
|
|
42,996,243 |
|
38,838,913 |
(*)A significant portion of the balance consist of expense accruals.
Payable to suppliers arises in the ordinary course of business.
Taxes payables include VAT payables, special communications taxes payable, frequency usage fees payable to the ICTA and personnel income taxes payable.
34.Derivative financial instruments
The fair value of derivative financial instruments at 31 December 2025 and 2024 are attributable to the following:
|
|
31 December 2025 |
|
31 December 2024 |
||||
|
|
Assets |
|
Liabilities |
|
Assets |
|
Liabilities |
Held for trading |
|
1,728,869 |
|
(1,532,645) |
|
2,571,151 |
|
(656,192) |
Net interest accrual income/ expense |
|
50,410 |
|
- |
|
103,126 |
|
7,664 |
|
|
1,779,279 |
|
(1,532,645) |
|
2,674,277 |
|
(648,528) |
F-81
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
34.Derivative financial instruments (continued)
Held for trading
The notional amount and the fair value of derivatives used held for trading contracts at 31 December 2025 and 2024 are as follows:
31 December 2025 | ||||||||||
Sell |
|
Buy |
|
|
|
|
||||
|
|
Notional |
|
|
|
Notional |
|
|
|
|
Currency |
|
amount |
|
Currency |
|
amount |
|
Fair value |
|
Maturity |
Cross currency swap contracts |
|
|
|
|
|
|
|
|
|
|
TRY |
|
21,774 |
|
RMB |
|
33,696 |
|
165,858 |
|
April 2026 |
EUR |
|
84,980 |
|
USD |
|
100,000 |
|
50,808 |
|
January 2032 |
Currency Forward Contracts |
|
|
|
|
|
|
|
|
|
|
USD |
|
706,000 |
|
TRY |
|
31,166,880 |
|
585,444 |
|
April 2026 |
Currency Swap |
|
|
|
|
|
|
|
|
|
|
USD |
|
14,110 |
|
RMB |
|
100,000 |
|
8,458 |
|
January 2026 |
Participating cross currency swap contracts |
|
|
|
|
|
|
|
|
|
|
TRY |
|
155,335 |
|
EUR |
|
26,169 |
|
178,666 |
|
April 2026 |
TRY |
|
218,682 |
|
USD |
|
38,247 |
|
267,744 |
|
April 2026 |
Interest swap contracts |
|
|
|
|
|
|
|
|
|
|
USD |
|
563,032 |
|
USD |
|
563,032 |
|
471,891 |
|
April 2026 - April 2033 |
Total derivative financial assets held for trading |
|
|
|
|
|
|
|
1,728,869 |
|
|
31 December 2024 | ||||||||||
Sell |
|
Buy |
|
|
|
|
||||
|
|
Notional |
|
|
|
Notional |
|
|
|
|
Currency |
|
amount |
|
Currency |
|
amount |
|
Fair value |
|
Maturity |
Cross currency swap contracts |
|
|
|
|
|
|
|
|
|
|
TRY |
|
30,920 |
|
USD |
|
4,000 |
|
148,750 |
|
November 2025 |
TRY |
|
43,386 |
|
CNY |
|
67,141 |
|
358,574 |
|
April 2026 |
Currency Forward Contracts |
|
|
|
|
|
|
|
|
|
|
USD |
|
107,500 |
|
TRY |
|
5,101,275 |
|
371,558 |
|
February 2025 - December 2025 |
EUR |
|
10,000 |
|
TRY |
|
534,373 |
|
45,151 |
|
November 2025 |
Currency Swap |
|
|
|
|
|
|
|
|
|
|
EUR |
|
22,343 |
|
CNY |
|
170,006 |
|
42,143 |
|
February 2025 |
Participating cross currency swap contracts |
|
|
|
|
|
|
|
|
|
|
TRY |
|
756,826 |
|
EUR |
|
136,499 |
|
874,329 |
|
October 2025 - April 2026 |
TRY |
|
547,821 |
|
USD |
|
91,894 |
|
634,001 |
|
November 2025 - April 2026 |
Interest swap contracts |
|
|
|
|
|
|
|
|
|
|
USD |
|
82,171 |
|
USD |
|
82,171 |
|
96,645 |
|
April 2026 - April 2033 |
Total derivative financial assets held for trading |
|
|
|
|
|
|
|
2,571,151 |
|
|
F-82
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
34.Derivative financial instruments (continued)
Held for trading (continued)
31 December 2025 | ||||||||||
Sell |
|
Buy |
|
|
|
|
||||
|
|
Notional |
|
|
|
Notional |
|
|
|
|
Currency |
|
amount |
|
Currency |
|
amount |
|
Fair value |
|
Maturity |
Currency Forward Contracts |
|
|
|
|
|
|
|
|
|
|
TRY |
|
29,964,478 |
|
USD |
|
681,000 |
|
(501,452) |
|
January 2026 - April 2026 |
TRY |
|
1,955,265 |
|
EUR |
|
39,000 |
|
(17,949) |
|
March 2026 - November 2026 |
Currency Swap |
|
|
|
|
|
|
|
|
|
|
TRY |
|
26,137,244 |
|
USD |
|
570,000 |
|
(917,163) |
|
January 2026 - March 2026 |
Participating cross currency swap contracts |
|
|
|
|
|
|
|
|
|
|
TRY |
|
21,002 |
|
USD |
|
3,355 |
|
(31,548) |
|
April 2026 |
Options contracts |
|
|
|
|
|
|
|
|
|
|
TRY |
|
1,059,000 |
|
USD |
|
25,000 |
|
(47,271) |
|
February 2026 |
EUR |
|
15,000 |
|
EUR |
|
15,000 |
|
(65) |
|
January 2026 |
Cross currency swap contracts |
|
|
|
|
|
|
|
|
|
|
EUR |
|
86,022 |
|
USD |
|
100,000 |
|
(17,197) |
|
January 2032 |
Total derivative financial liabilities held for trading |
|
|
|
|
|
|
|
(1,532,645) |
|
|
31 December 2024 | ||||||||||
Sell |
|
Buy |
|
|
|
|
||||
|
|
Notional |
|
|
|
Notional |
|
|
|
|
Currency |
|
amount |
|
Currency |
|
amount |
|
Fair value |
|
Maturity |
Currency Forward Contracts |
|
|
|
|
|
|
|
|
|
|
TRY |
|
11,900,200 |
|
USD |
|
297,500 |
|
(451,776) |
|
January 2025 - December 2025 |
Currency Swap |
|
|
|
|
|
|
|
|
|
|
USD |
|
16,750 |
|
CNY |
|
120,943 |
|
(7,749) |
|
February 2025 |
USD |
|
10,822 |
|
EUR |
|
10,103 |
|
(12,563) |
|
January 2025 |
Participating cross currency swap contracts |
|
|
|
|
|
|
|
|
|
|
TRY |
|
92,134 |
|
EUR |
|
20,040 |
|
(137,035) |
|
April 2026 |
Options contracts |
|
|
|
|
|
|
|
|
|
|
TRY |
|
500,000 |
|
EUR |
|
10,000 |
|
(46,193) |
|
November 2025 |
Interest swap contracts |
|
|
|
|
|
|
|
|
|
|
USD |
|
26,740 |
|
USD |
|
26,740 |
|
(876) |
|
April 2026 |
Total derivative financial liabilities held for trading |
|
|
|
|
|
|
|
(656,192) |
|
|
F-83
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
34.Derivative financial instruments (continued)
Fair value of derivative instruments and risk management
Fair value
This section explains the judgments and estimates made in determining the fair values of the financial instruments that are recognized and measured at fair value in the financial statements. To provide an indication of the reliability of the inputs used in determining fair value, the Group has classified its financial instruments into the three levels prescribed under the accounting standards. An explanation of each level is as follows:
| ● | Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; |
| ● | Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and |
| ● | Level 3 inputs are unobservable inputs for the asset or liability. |
|
|
Fair Value hierarchy |
|
Valuation Techniques |
a) Participating cross currency swap contracts |
|
Level 2 |
|
Pricing models based on discounted cash present value of the estimated future cash flows based on observable yield curves and end period FX rates |
b) FX swap, currency, interest swap and option contracts |
|
Level 2 |
|
Present value of the estimated future cash flows based on observable yield curves and end period FX rates |
c) Currency forward contracts |
|
Level 2 |
|
Forward exchange rates at the balance sheet date |
In the valuation of participating cross currency swap contracts, the Group uses bid prices in the bid- ask price range that were considered the most appropriate instead of mid prices. Using bid prices instead of mid ranges, has no impact on carried values as of 31 December 2025. (31 December 2024: None)
F-84
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
34.Derivative financial instruments (continued)
Fair value of derivative instruments and risk management (continued)
Market risk
The Group uses various types of derivatives to manage market risks. All such transactions are carried out within the guidelines set by the treasury and risk management department. Generally, the Group seeks to apply hedge accounting to manage volatility in profit or loss.
Currency risk
The Company started to apply hedge accounting for existing participating cross currency swap and cross currency swap transactions in accordance with IFRS 9 hedge accounting requirement.
The Company’s bank loans are designated as hedging instruments against the spot foreign exchange rate risk (USD/TL) associated with highly probable electricity sales. In this context, the Group started to apply cash flow hedge accounting effective from 10 September 2021. The amount of loans associated within this scope amounted to USD 3,003 as of 31 December 2025. The after-tax foreign exchange gain and loss recognized under “cash flow hedges” in the statement of other comprehensive income of 2025.
The Company’s lease liabilities are designated as hedging instruments against the spot foreign exchange rate risk (EUR/TL) associated with highly probable EUR telecommunication revenues. In this context, the Group started to apply cash flow hedge accounting effective from 1 October 2021. The amount of lease liabilities associated within this scope amounted to EUR 6,226 as of 31 December 2025. The after- tax foreign exchange gain and loss recognized under “cash flow hedges” in the statement of other comprehensive income of 2025.
The Group has designated certain bank loans as hedging instruments against the EUR/TRY spot exchange rate risk to which it is exposed, due to highly probable forecasted Euro telecommunication revenues, and has applied cash flow hedge accounting as of 2024. Within this scope, the outstanding balance of the loans designated under the hedging relationship amounted to EUR 39,721 as of 31 December 2025.
The Company designated EUR 56,576 of bank loan, as hedging instruments in order to hedge the foreign currency risk arising from the translation of net assets of the subsidiaries operating in Europe from EUR to Turkish Lira. Foreign exchange gains/losses of the related loans are recognized under equity as “gains/(losses) on net investment hedges” in order to offset the foreign exchange gains/(losses) arising from the translation of the net assets of investments in foreign operations to Turkish Lira. The after-tax foreign exchange loss recognized under “hedges of net investments in foreign operation” in the statement of other comprehensive income of 2025 in the scope of net investment hedge amounted to TL 1,508,989 (2024: TL 1,602,168).
F-85
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
34.Derivative financial instruments (continued)
Fair value of derivative instruments and risk management (continued)
Interest rate risk
The Group adopts a policy of ensuring that its interest rate risk exposure is at a fixed rate. This is achieved partly by entering into fixed-rate instruments and partly by borrowing at a floating rate and using cross currency and interest rate swaps.
Cash flow sensitivity analysis for variable-rate instruments
A reasonable potential change of 100 basis points in interest rates at the reporting date would have increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables remain constant.
|
|
Profit or loss |
|
Equity |
||||
|
|
100 bps |
|
100 bps |
|
100 bps |
|
100 bps |
|
|
increase |
|
decrease |
|
increase |
|
decrease |
31 December 2025 |
|
|
|
|
|
|
|
|
Variable rate instruments (financial liability) |
|
1,256,743 |
|
(1,256,743) |
|
- |
|
- |
Cash flow sensitivity (net) |
|
1,256,743 |
|
(1,256,743) |
|
- |
|
- |
31 December 2024 |
|
|
|
|
|
|
|
|
Variable rate instruments (financial liability) |
|
1,856,389 |
|
(1,856,389) |
|
- |
|
- |
Cash flow sensitivity (net) |
|
1,856,389 |
|
(1,856,389) |
|
- |
|
- |
35.Financial instruments
Credit risk
Exposure to credit risk:
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date is:
|
|
|
|
31 December |
|
31 December |
|
|
Notes |
|
2025 |
|
2024 |
Trade receivables |
|
19 |
|
23,802,461 |
|
21,978,498 |
Contract assets |
|
21 |
|
6,579,303 |
|
7,022,965 |
Receivables from financial services |
|
20 |
|
9,113,509 |
|
9,829,352 |
Cash and cash equivalents (*) |
|
23 |
|
91,827,945 |
|
90,229,104 |
Derivative financial instruments |
|
34 |
|
1,779,279 |
|
2,674,277 |
Other current & non-current assets (**) |
|
17 |
|
1,427,859 |
|
2,060,434 |
Financial assets at amortized cost |
|
24 |
|
2,148,886 |
|
1,395,180 |
Financial assets at fair value through profit or loss |
|
24 |
|
11,106,367 |
|
12,481,132 |
Financial assets at fair value through other comprehensive income |
|
24 |
|
38,677,288 |
|
18,447,443 |
Due from related parties |
|
|
|
367,539 |
|
322,688 |
|
|
|
|
186,830,436 |
|
166,441,073 |
(*) |
Cash in hand is excluded from cash and cash equivalents. |
(**) |
Prepaid expenses, VAT receivable, receivable from the Ministry of Transport and Infrastructure of Türkiye and advances given are excluded from other current assets and other non-current assets. |
F-86
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
35.Financial instruments (continued)
Credit risk (continued)
Credit quality:
The maximum exposure to credit risk for trade receivables, other assets and cash and cash equivalent, including those classified as due from related parties at the reporting date by type of customer is:
|
|
|
|
|
|
Less |
|
Less |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less Than |
|
Than 60 |
|
Than 90 |
|
Less Than |
|
Less Than |
|
Less Than |
|
Less Than |
|
Less Than |
|
|
Other assets at |
|
|
|
30 Days Past |
|
Days Past |
|
Days Past |
|
120 Days |
|
150 Days |
|
3 years Past |
|
4 years |
|
5 years |
|
|
31 December 2025 (*) |
|
Not Due |
|
Due |
|
Due |
|
Due |
|
Past Due |
|
Past Due |
|
Due |
|
Past Due |
|
Past Due |
|
Total |
Gross Carrying Amount |
|
166,451,570 |
|
2,058,238 |
|
475,666 |
|
281,111 |
|
236,567 |
|
241,750 |
|
1,859,298 |
|
362,517 |
|
121,345 |
|
172,088,062 |
Loss Allowance |
|
153,674 |
|
49,333 |
|
16,630 |
|
16,022 |
|
16,980 |
|
32,306 |
|
371,952 |
|
243,499 |
|
50,042 |
|
950,438 |
(*) |
Other Assets includes trade receivables, derivative financial instruments, financial assets, other current and non-current assets, cash and cash equivalent and due from related parties, |
As of 31 December 2025, the total amount of derivative financial instruments, financial assets, other assets and cash and cash equivalent included in gross carrying amount is TL 145,896,542. TL and out of this total balance TL 145,858,379 is included within “not due” column with a total loss allowance of TL 5,818. Total overdue balance associated with these assets amounts to TL 38,163. Remaining balances represents trade receivables.
|
|
|
|
|
|
Less |
|
Less |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less Than |
|
Than 60 |
|
Than 90 |
|
Less Than |
|
Less Than |
|
Less Than |
|
Less Than |
|
Less Than |
|
|
Contract assets at |
|
|
|
30 Days Past |
|
Days Past |
|
Days Past |
|
120 Days |
|
150 Days |
|
3 years Past |
|
4 years |
|
5 years |
|
|
31 December 2025 |
|
Not Due |
|
Due |
|
Due |
|
Due |
|
Past Due |
|
Past Due |
|
Due |
|
Past Due |
|
Past Due |
|
Total |
Gross Carrying Amount |
|
6,587,202 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
6,587,202 |
Loss Allowance |
|
7,899 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
7,899 |
|
|
|
|
|
|
Less |
|
Less |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less Than |
|
Than 60 |
|
Than 90 |
|
Less Than |
|
Less Than |
|
Less Than |
|
Less Than |
|
Less Than |
|
|
Other assets from financial |
|
|
|
30 Days Past |
|
Days Past |
|
Days Past |
|
120 Days |
|
150 Days |
|
3 years Past |
|
4 years |
|
5 years |
|
|
services at 31 December 2025 (**) |
|
Not Due |
|
Due |
|
Due |
|
Due |
|
Past Due |
|
Past Due |
|
Due |
|
Past Due |
|
Past Due |
|
Total |
Gross Carrying Amount |
|
6,939,097 |
|
1,330,537 |
|
479,110 |
|
189,207 |
|
180,633 |
|
52,437 |
|
148,719 |
|
1,797 |
|
7,609 |
|
9,329,146 |
Loss Allowance |
|
15,410 |
|
10,189 |
|
2,270 |
|
7,608 |
|
35,856 |
|
33,368 |
|
101,530 |
|
1,797 |
|
7,609 |
|
215,637 |
(**) Other Assets includes receivables from financial services,
|
|
|
|
|
|
Less |
|
Less |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less Than |
|
Than 60 |
|
Than 90 |
|
Less Than |
|
Less Than |
|
Less Than |
|
Less Than |
|
Less Than |
|
|
Other assets at |
|
|
|
30 Days Past |
|
Days Past |
|
Days Past |
|
120 Days |
|
150 Days |
|
3 years Past |
|
4 years |
|
5 years |
|
|
31 December 2024 (*) |
|
Not Due |
|
Due |
|
Due |
|
Due |
|
Past Due |
|
Past Due |
|
Due |
|
Past Due |
|
Past Due |
|
Total |
Gross Carrying Amount |
|
145,271,903 |
|
2,022,883 |
|
412,519 |
|
262,362 |
|
213,536 |
|
364,165 |
|
1,394,942 |
|
346,941 |
|
161,577 |
|
150,450,828 |
Loss Allowance |
|
168,202 |
|
52,107 |
|
16,147 |
|
12,619 |
|
16,360 |
|
15,598 |
|
275,011 |
|
238,960 |
|
67,068 |
|
862,072 |
(*) Other Assets includes trade receivables, derivative financial instruments, financial assets, other current and non-current assets, cash and cash equivalent and due from related parties,
F-87
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
35.Financial instruments (continued)
Credit risk (continued)
Credit quality: (continued)
|
|
|
|
|
|
Less |
|
Less |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less Than |
|
Than 60 |
|
Than 90 |
|
Less Than |
|
Less Than |
|
Less Than |
|
Less Than |
|
Less Than |
|
|
Contract assets at |
|
|
|
30 Days Past |
|
Days Past |
|
Days Past |
|
120 Days |
|
150 Days |
|
3 years Past |
|
4 years |
|
5 years |
|
|
31 December 2024 |
|
Not Due |
|
Due |
|
Due |
|
Due |
|
Past Due |
|
Past Due |
|
Due |
|
Past Due |
|
Past Due |
|
Total |
Gross Carrying Amount |
|
7,030,116 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
7,030,116 |
Loss Allowance |
|
7,151 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
7,151 |
|
|
|
|
|
|
Less |
|
Less |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less Than |
|
Than 60 |
|
Than 90 |
|
Less Than |
|
Less Than |
|
Less Than |
|
Less Than |
|
Less Than |
|
|
Other assets from financial services at |
|
|
|
30 Days Past |
|
Days Past |
|
Days Past |
|
120 Days |
|
150 Days |
|
3 years Past |
|
4 years |
|
5 years |
|
|
31 December 2024 (**) |
|
Not Due |
|
Due |
|
Due |
|
Due |
|
Past Due |
|
Past Due |
|
Due |
|
Past Due |
|
Past Due |
|
Total |
Gross Carrying Amount |
|
7,605,496 |
|
1,506,357 |
|
401,836 |
|
196,833 |
|
96,292 |
|
39,166 |
|
183,834 |
|
2,018 |
|
8,899 |
|
10,040,731 |
Loss Allowance |
|
15,568 |
|
4,227 |
|
1,330 |
|
2,622 |
|
39,389 |
|
22,299 |
|
114,832 |
|
2,025 |
|
9,087 |
|
211,379 |
(**) Other Assets includes receivables from financial services.
Impairment losses
Movements in the provision for trade receivables, contract assets, other assets and due from related parties are as follows:
|
|
31 December 2025 |
||
|
|
Contract |
|
Trade Receivable & |
|
|
Assets |
|
Other Assets |
Opening balance |
|
7,151 |
|
862,072 |
Provision for impairment recognized during the year |
|
2,688 |
|
1,844,413 |
Amounts collected |
|
- |
|
(732,526) |
Receivables written off during the year as uncollectible |
|
- |
|
(862,229) |
Receivables transferred with receivables transfer contract |
|
- |
|
(452) |
Effect of changes in exchange rates |
|
- |
|
72,951 |
Inflation adjustment |
|
(1,940) |
|
(233,791) |
Closing balance |
|
7,899 |
|
950,438 |
F-88
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
35.Financial instruments (continued)
Impairment losses (continued)
|
|
31 December 2024 |
||
|
|
Contract |
|
Trade Receivable & |
|
|
Assets |
|
Other Assets |
Opening balance |
|
6,405 |
|
1,143,758 |
Provision for impairment recognized during the year |
|
3,088 |
|
1,628,459 |
Amounts collected |
|
- |
|
(568,365) |
Receivables written off during the year as uncollectible |
|
- |
|
(1,001,046) |
Effect of changes in exchange rates |
|
- |
|
20,440 |
Inflation adjustment |
|
(2,342) |
|
(361,174) |
Closing balance |
|
7,151 |
|
862,072 |
Movements in the provision for impairment of receivables from financial services are as follows:
|
|
31 December |
|
31 December |
|
|
2025 |
|
2024 |
Opening balance |
|
211,379 |
|
277,710 |
Provision for impairment recognized during the year |
|
582,672 |
|
541,279 |
Amounts collected |
|
(245,235) |
|
(276,351) |
Receivables transferred with receivables transfer contract |
|
(277,682) |
|
(243,281) |
Inflation adjustment |
|
(55,497) |
|
(87,978) |
Closing balance |
|
215,637 |
|
211,379 |
F-89
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
35.Financial instruments (continued)
Liquidity risk
The table below analyses the Group’s financial liabilities by considering relevant maturity groupings based on their contractual maturities for:
| - | all non-derivative financial liabilities, and |
| - | gross settled derivative financial instruments for which contractual maturities are essential for an understanding of the timing of the cash flows, |
|
|
31 December 2025 |
|
31 December 2024 |
||||||||||||||||||||||||
|
|
Carrying |
|
Contractual |
|
6 months |
|
6-12 |
|
1-2 |
|
2-5 |
|
More than 5 |
|
Carrying |
|
Contractual |
|
6 months |
|
6-12 |
|
1-2 |
|
2-5 |
|
More than 5 |
|
|
Amount |
|
cash flows |
|
or less |
|
Months |
|
years |
|
years |
|
years |
|
Amount |
|
cash flows |
|
or less |
|
Months |
|
years |
|
years |
|
years |
Non-derivative financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Secured bank loans |
|
14,402,452 |
|
(18,179,335) |
|
(915,531) |
|
(952,683) |
|
(1,783,315) |
|
(5,664,552) |
|
(8,863,254) |
|
10,239,153 |
|
(12,467,739) |
|
(826,118) |
|
(807,252) |
|
(1,583,594) |
|
(4,311,524) |
|
(4,939,251) |
Unsecured bank loans |
|
60,895,490 |
|
(67,902,804) |
|
(18,071,669) |
|
(6,986,229) |
|
(13,642,418) |
|
(27,358,540) |
|
(1,843,948) |
|
71,437,809 |
|
(78,630,045) |
|
(28,042,329) |
|
(12,005,548) |
|
(14,464,492) |
|
(23,274,201) |
|
(843,475) |
Debt securities issued |
|
67,866,867 |
|
(87,445,715) |
|
(4,729,878) |
|
(2,232,097) |
|
(4,464,194) |
|
(52,129,172) |
|
(23,890,374) |
|
48,584,119 |
|
(55,051,625) |
|
(6,079,603) |
|
(22,893,877) |
|
(1,320,989) |
|
(24,757,156) |
|
- |
Lease liabilities |
|
15,484,317 |
|
(27,331,495) |
|
(3,109,393) |
|
(1,677,762) |
|
(4,057,628) |
|
(6,980,393) |
|
(11,506,319) |
|
6,312,314 |
|
(11,090,043) |
|
(1,733,135) |
|
(1,444,411) |
|
(2,715,727) |
|
(3,810,095) |
|
(1,386,675) |
Trade and other payables (*) |
|
28,914,825 |
|
(29,012,755) |
|
(28,682,215) |
|
- |
|
- |
|
- |
|
(330,540) |
|
26,869,334 |
|
(26,869,334) |
|
(26,513,789) |
|
- |
|
- |
|
- |
|
(355,545) |
Due to related parties |
|
1,520,516 |
|
(1,520,516) |
|
(1,426,111) |
|
- |
|
(94,405) |
|
- |
|
- |
|
1,256,761 |
|
(1,256,762) |
|
(1,243,898) |
|
(12,532) |
|
- |
|
(332) |
|
- |
Consideration payable in relation to acquisition of Belarusian Telecom and Boyut Enerji (Note 27) |
|
1,640,828 |
|
(4,286,231) |
|
(113,175) |
|
- |
|
- |
|
(139,623) |
|
(4,033,433) |
|
1,707,760 |
|
(4,610,460) |
|
- |
|
- |
|
- |
|
(227,568) |
|
(4,382,892) |
Derivative financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Participating Cross Currency Swap and FX swap contracts |
|
1,532,645 |
|
(4,403,795) |
|
(4,413,037) |
|
9,242 |
|
- |
|
- |
|
- |
|
648,528 |
|
(480,762) |
|
62,485 |
|
(97,198) |
|
(126,785) |
|
(319,264) |
|
- |
Buy |
|
- |
|
(118,318,662) |
|
(118,260,010) |
|
(58,652) |
|
- |
|
- |
|
- |
|
- |
|
(5,952,982) |
|
(3,818,507) |
|
(243,058) |
|
(239,106) |
|
(1,652,311) |
|
- |
Sell |
|
- |
|
113,914,867 |
|
113,846,973 |
|
67,894 |
|
- |
|
- |
|
- |
|
- |
|
5,472,220 |
|
3,880,992 |
|
145,860 |
|
112,321 |
|
1,333,047 |
|
- |
TOTAL |
|
192,257,940 |
|
(240,082,646) |
|
(61,461,009) |
|
(11,839,529) |
|
(24,041,960) |
|
(92,272,280) |
|
(50,467,868) |
|
167,055,778 |
|
(190,456,770) |
|
(64,376,387) |
|
(37,260,818) |
|
(20,211,587) |
|
(56,700,140) |
|
(11,907,838) |
(*) |
Advances received, license fee accruals, taxes and withholding taxes payable are excluded from trade and other payables. |
F-90
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
35.Financial instruments (continued)
Foreign exchange risk
The Group’s exposure to foreign exchange risk at the end of the reporting period, based on notional amounts, was as follows:
|
|
31 December 2025 |
||||
|
|
USD |
|
EUR |
|
RMB |
Foreign currency denominated assets |
|
|
|
|
|
|
Other non-current assets |
|
69 |
|
11 |
|
- |
Financial asset at fair value through other comprehensive income |
|
722,376 |
|
247,977 |
|
- |
Due from related parties - current |
|
71 |
|
- |
|
- |
Trade receivables and contract assets |
|
48,807 |
|
14,286 |
|
- |
Other current assets |
|
12,025 |
|
2,067 |
|
- |
Cash and cash equivalents |
|
235,605 |
|
593,443 |
|
- |
|
|
1,018,953 |
|
857,784 |
|
- |
Foreign currency denominated liabilities |
|
|
|
|
|
|
Loans and borrowings - non-current |
|
(351,691) |
|
(513,400) |
|
(1,309,560) |
Debt securities issued - non-current |
|
(1,425,663) |
|
- |
|
- |
Lease obligations - non-current |
|
(189,174) |
|
(6,850) |
|
- |
Other non-current liabilities |
|
(38,281) |
|
- |
|
- |
Loans and borrowings - current |
|
(104,210) |
|
(284,293) |
|
(191,528) |
Debt securities issued - current |
|
(101,520) |
|
- |
|
- |
Lease obligations - current |
|
(25,970) |
|
(1,174) |
|
- |
Other current liabilities |
|
(4,420) |
|
(4,908) |
|
- |
Trade and other payables - current |
|
(245,818) |
|
(44,776) |
|
(644,784) |
Due to related parties |
|
(1,301) |
|
- |
|
- |
|
|
(2,488,048) |
|
(855,401) |
|
(2,145,872) |
|
|
|
|
|
|
|
Financial liabilities defined as hedging instruments |
|
3,003 |
|
102,523 |
|
- |
Exposure related to derivative instruments |
|
|
|
|
|
|
Participating cross currency swap and FX swap contracts |
|
787,218 |
|
(132,001) |
|
133,696 |
Currency forward contracts |
|
(39,110) |
|
- |
|
- |
Net exposure |
|
(717,984) |
|
(27,095) |
|
(2,012,176) |
F-91
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
35.Financial instruments (continued)
Foreign exchange risk (continued)
|
|
31 December 2024 |
||||
|
|
USD |
|
EUR |
|
RMB |
Foreign currency denominated assets |
|
|
|
|
|
|
Other non-current assets |
|
69 |
|
11 |
|
- |
Financial asset at fair value through other comprehensive income |
|
442,921 |
|
43,369 |
|
- |
Financial asset at fair value through profit or loss |
|
- |
|
- |
|
- |
Due from related parties - current |
|
103 |
|
- |
|
- |
Trade receivables and contract assets |
|
39,575 |
|
23,748 |
|
- |
Other current assets |
|
7,806 |
|
2,552 |
|
2 |
Cash and cash equivalents |
|
1,045,260 |
|
429,728 |
|
213,952 |
|
|
1,535,734 |
|
499,408 |
|
213,954 |
Foreign currency denominated liabilities |
|
|
|
|
|
|
Loans and borrowings - non-current |
|
(198,028) |
|
(581,532) |
|
(773,392) |
Debt securities issued - non-current |
|
(467,354) |
|
- |
|
- |
Lease obligations - non-current |
|
(1,287) |
|
(8,264) |
|
- |
Other non-current liabilities |
|
(37,041) |
|
- |
|
- |
Loans and borrowings - current |
|
(91,476) |
|
(340,089) |
|
(130,358) |
Debt securities issued - current |
|
(501,154) |
|
- |
|
- |
Lease obligations - current |
|
(60) |
|
(1,272) |
|
- |
Other current liabilities |
|
- |
|
(9,247) |
|
- |
Trade and other payables - current |
|
(194,302) |
|
(72,107) |
|
(257,317) |
Due to related parties |
|
(1,457) |
|
- |
|
- |
|
|
(1,492,159) |
|
(1,012,511) |
|
(1,161,067) |
|
|
|
|
|
|
|
Financial liabilities defined as hedging instruments |
|
6,582 |
|
115,662 |
|
- |
Exposure related to derivative instruments |
|
|
|
|
|
|
Participating cross currency swap and FX swap contracts |
|
(23,572) |
|
(12,240) |
|
358,090 |
Currency forward contracts |
|
250,000 |
|
- |
|
- |
Net exposure |
|
276,585 |
|
(409,681) |
|
(589,023) |
F-92
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
35.Financial instruments (continued)
Exposure to currency risk
Sensitivity analysis
The basis for the sensitivity analysis to measure foreign exchange risk is an aggregate corporate-level currency exposure. The aggregate foreign exchange exposure is composed of all assets and liabilities denominated in foreign currencies; the analysis excludes net foreign currency investments.
A 10% strengthening/weakening of the USD, BYN, EUR against the following currencies as at 31 December 2025 and 31 December 2024 would have increased/(decreased) profit or loss before by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant.
31 December 2025 | ||||||||
|
|
Profit/(Loss) |
|
Equity |
||||
|
|
Appreciation of |
|
Depreciation of |
|
Appreciation of |
|
Depreciation of |
Sensitivity analysis |
|
foreign currency |
|
foreign currency |
|
foreign currency |
|
foreign currency |
|
|
|
|
|
|
|
|
|
1- USD net asset/liability |
|
(3,077,445) |
|
3,077,445 |
|
- |
|
- |
2- Hedged portion of USD risk (-) |
|
- |
|
- |
|
(12,870) |
|
12,870 |
3- USD net effect (1+2) |
|
(3,077,445) |
|
3,077,445 |
|
(12,870) |
|
12,870 |
|
|
|
|
|
|
|
|
|
4- EUR net asset/liability |
|
(136,703) |
|
136,703 |
|
- |
|
- |
5- Hedged portion of EUR risk (-) |
|
- |
|
- |
|
(517,261) |
|
517,261 |
6- EUR net effect (4+5) |
|
(136,703) |
|
136,703 |
|
(517,261) |
|
517,261 |
|
|
|
|
|
|
|
|
|
7- Other foreign currency net asset/liability (RMB) |
|
(1,226,965) |
|
1,226,965 |
|
- |
|
- |
8- Hedged portion of other foreign currency risk (-) (RMB) |
|
- |
|
- |
|
- |
|
- |
9- Other foreign currency net effect (7+8) |
|
(1,226,965) |
|
1,226,965 |
|
- |
|
- |
Total (3+6+9) |
|
(4,441,113) |
|
4,441,113 |
|
(530,131) |
|
530,131 |
31 December 2024 | ||||||||
|
|
Profit/(Loss) |
|
Equity |
||||
|
|
Appreciation of |
|
Depreciation of |
|
Appreciation of |
|
Depreciation of |
Sensitivity analysis |
|
foreign currency |
|
foreign currency |
|
foreign currency |
|
foreign currency |
|
|
|
|
|
|
|
|
|
1- USD net asset/liability |
|
1,275,184 |
|
(1,275,184) |
|
- |
|
- |
2- Hedged portion of USD risk (-) |
|
- |
|
- |
|
(30,347) |
|
30,347 |
3- USD net effect (1+2) |
|
1,275,184 |
|
(1,275,184) |
|
(30,347) |
|
30,347 |
|
|
|
|
|
|
|
|
|
4- EUR net asset/liability |
|
(1,970,305) |
|
1,970,305 |
|
- |
|
- |
5- Hedged portion of EUR risk (-) |
|
- |
|
- |
|
(284,165) |
|
284,165 |
6- EUR net effect (4+5) |
|
(1,970,305) |
|
1,970,305 |
|
(284,165) |
|
284,165 |
|
|
|
|
|
|
|
|
|
7- Other foreign currency net asset/liability (RMB) |
|
(369,958) |
|
369,958 |
|
- |
|
- |
8- Hedged portion of other foreign currency risk (-) (RMB) |
|
- |
|
- |
|
- |
|
- |
9- Other foreign currency net effect (7+8) |
|
(369,958) |
|
369,958 |
|
- |
|
- |
Total (3+6+9) |
|
(1,065,079) |
|
1,065,079 |
|
(314,512) |
|
314,512 |
F-93
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
35.Financial instruments (continued)
Interest rate risk
As at 31 December 2025 and 2024 the interest rate profile of the Group’s variable rate interest-bearing financial instruments are as follows:
|
|
|
|
31 December 2025 |
|
31 December 2024 |
||||
|
|
|
|
Effective |
|
|
|
Effective |
|
|
|
|
|
|
Interest |
|
Carrying |
|
Interest |
|
Carrying |
|
|
Note |
|
Rate |
|
Amount |
|
Rate |
|
Amount |
Variable rate instruments |
|
|
|
|
|
|
|
|
|
|
USD floating rate loans |
|
28 |
|
5.9 |
% |
15,162,603 |
|
5.8 |
% |
7,722,781 |
EUR floating rate loans |
|
28 |
|
5.3 |
% |
38,273,025 |
|
4.5 |
% |
43,295,242 |
Sensitivity analysis
Cash flow sensitivity analysis for variable rate instruments:
An increase/decrease of interest rates by 100 basis points would have (decreased)/increased equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign exchange rates, remain constant. The analysis is performed on the same basis at 31 December 2025 and 2024:
|
|
Profit or loss |
|
Equity |
||||
|
|
100 bps |
|
100 bps |
|
100 bps |
|
100 bps |
|
|
increase |
|
decrease |
|
increase |
|
decrease |
31 December 2025 |
|
|
|
|
|
|
|
|
Variable rate instruments (financial liability) |
|
1,256,743 |
|
(1,256,743) |
|
- |
|
- |
Cash flow sensitivity (net) |
|
1,256,743 |
|
(1,256,743) |
|
- |
|
- |
31 December 2024 |
|
|
|
|
|
|
|
|
Variable rate instruments (financial liability) |
|
1,856,389 |
|
(1,856,389) |
|
- |
|
- |
Cash flow sensitivity (net) |
|
1,856,389 |
|
(1,856,389) |
|
- |
|
- |
F-94
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
35.Financial instruments (continued)
Financial assets:
Carrying values of a significant portion of financial assets do not differ significantly from their fair values due to their short-term nature. Fair values of financial assets are presented in Note 24.
Financial liabilities:
As at 31 December 2025 and 31 December 2024; for the majority of the borrowings, the fair values are not materially different to their carrying amounts since the interest payable on those borrowings is either close to current market rates or the borrowings are of a short-term nature.
The carrying amounts and fair values of non-current borrowings and current portion of non-current borrowings are as follows:
|
|
Carrying |
|
Fair |
|
|
amount |
|
value |
As at 31 December 2025: |
|
|
|
|
Bank loans |
|
13,531,565 |
|
13,687,071 |
Debt securities |
|
65,458,584 |
|
68,565,634 |
|
|
Carrying |
|
Fair |
|
|
amount |
|
value |
As at 31 December 2024: |
|
|
|
|
Bank loans |
|
11,636,551 |
|
11,626,438 |
Debt securities |
|
44,652,694 |
|
44,389,870 |
The fair values of non-current borrowings are based on discounted cash flows using a current borrowing rate. They are classified as level 3 of fair value hierarchy due to the use of unobservable inputs.
F-95
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
36.Guarantees and purchase obligations
At 31 December 2025, outstanding purchase commitments with respect to property, plant and equipment, inventory, advertising and sponsorship amount to TL 15,399,311 (31 December 2024: TL 5,605,194).
The Group is contingently liable in respect of letters of guarantee obtained from banks and given to public institutions and private entities, and financial guarantees provided to subsidiaries amounting to TL 44,756,369 at 31 December 2025 (31 December 2024: TL 26,848,488).
BeST has an investment commitment that covers the years 2022-2032 with a total investment amount of not less than USD 100,000, in accordance with the agreement which is signed between the Republic of Belarus, BeST and the Company on 30 November 2022. As of 31 December 2025, the remaining investment commitment is amounting to USD 63,687 (TL equivalent of 2,729,776). (2024: USD 76,997).
37.Commitments and Contingencies
The amounts related to the investigations and lawsuits shared below are disclosed at their nominal values as of 31 December 2025.
Disputes on Special Communication Tax
Restructuring Act Compensation Lawsuit regarding the SCT for the term 2011
The Large Taxpayers Office levied Special Communication Tax (SCT) and tax penalty on the Company for the term 2011, the Company filed application for restructuring the tax assessment, the application has rejected. The lawsuit filed against the rejection act, was finalized in favor of the Company.
As a result of this case, the Company, filed a lawsuit for the collection of TL 47,405 principal receivable and TL 36,000 damage accrued with a deferment interest. The Court decided to return TL 47,269 principal receivable together with the deferred interest to be calculated as of the collection date. Regional Administrative Court rejected the appeal requests. The Council of State rejected the appeal requests and the case was finalized.
Disputes regarding the Law on the Protection of Competition
The Competition Board evaluated Articles 4 and 6 of Law No. 4054 regarding the Company and imposed an administrative fine of 91,942 TL in June, 2011 on the ground that the Company violated Article 6. The Company filed a lawsuit for the cancellation of the Board decision regarding the parts against itself but the case was finalized against the Company in both the first-instance court and appeal stage. The Company made an individual application to the Constitutional Court, against the respective decision within due time.The Constitutional Court rejected the individual application request.
Also, the Large Taxpayers Office issued a payment order regarding the aforementioned administrative fine. The Company filed a lawsuit for the cancellation of the payment order but that case also was finalized against the Company. TL 47,780 part of the administrative fine has been deducted from the receivables that the Company has earned as a result of another lawsuit. The remaining TL 44,162 part of the administrative fine was paid in April 2022.
F-96
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
37.Commitments and Contingencies (continued)
Disputes regarding the Law on the Protection of Competition (continued)
On the other hand three private companies filed a lawsuits against the Company in relation with this case claiming in total of TL 112,084 for its material damages by reserving its rights for surpluses allegedly. Among these cases, in the case filed for the compensation of total TL 110,484 material damages together with compensation amounting to three times of the damage and interest, a settlement was reached through mediation on 19 April 2024, and 130,000 TL was paid by the Company on 3 May 2024. Accordingly, in the lawsuit between the parties, the court decided that there was no need to decide on the merits of the lawsuit that was not subject to mediation and the decision became final. The corporate tax cost of 32,380 TL arising from this payment was additionally settled by the Company within the scope of the mediation agreement.
Among these cases, in the case filed for the compensation of total TL 500 material damages, the claimant increased the value of the claim to TRY 299,715 during the proceedings. At the hearing on 25 December 2025, the Court partially upheld and partially dismissed the case, ruling that the Company shall pay the plaintiff TL 8,629 along with the advance interest effective from 31 July 2012, and dismissing the claim for the excess amount.A settlement agreement was signed between the parties, and both parties mutually waived their right to appeal, and the case was finalized. Within this scope, 32,342 TL was paid to Mobiltel on 27 February 2026. The other case was finalized in favor of the Company.
On the other hand, a third party filed a lawsuit for the cancellation of the part of the Competition Board stating that the Company did not violated Article 4 and the Council of State cancelled this part of the decision. Thereafter Competition Board launched a new investigation and as a result of it the Competition Board decided to apply administrative fine amounting to TL 91,942 in 2019, on the ground that the Company violated Article 4.
Afterwards, The Competition Authority accepted some of the objections and reduced the administrative fine to TL 61,294 with its decision. The aforementioned fine that amount of TL 61,294 was paid discount, in the amount of TL 45,971.
A decision was made against the Company at the first instance and appeal stages in the lawsuit that filed for cancellation of the fine. As a result of the appeal, the Council of State overturned the decision in favor of the Company and the file has been referred to the Regional Administrative Court for re-ruling.
Disputes regarding the Law on the Protection of Competition – Investigation on gentleman’s agreements for the labour market
The Competition Authority initiated an investigation to ascertain whether there was a breach of Article 4 of Law No. 4054 through the establishment of gentleman’s agreements within the labor market. The Investigation Report was formally served to the Company on 7 May 2023. In response, the Company submitted its written defense concerning the findings and conclusions, and an oral defense hearing was conducted on 13 February 2024. Following the investigation, it was resolved on 27 February 2024 to impose an administrative fine of TL 57,301 on the Company. The reasoned decision was formally notified to the Company on 5 August 2025. The fine has been settled within one month from the date of notification with a 25% reduction. The Company made an application to the Competition Authority under Article 11 of the Administrative Litigation Procedure Law, requesting the annulment, withdrawal of the decision or adoption of a new administrative act. The Competition Authority rejected the application. The Company filed a lawsuit against the decision in due time. After the lawsuit was filed, the Competition Authority notified its reasoned judgement rejecting the Company’s application. The Company also filed a lawsuit against this reasoned rejection decision. The cases are pending.
F-97
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
37.Commitments and Contingencies (continued)
ICTA Investigations Regarding the R&D Obligations
ICTA conducts annual investigations to examine whether the company fulfills its obligations arising from the relevant legislation regarding the provision of a certain portion of its investments in the electronic communication network and communication services from suppliers with R&D centers in Turkey, a certain portion from products manufactured in Turkey by SME suppliers established to develop products or systems in Turkey, and a certain portion from products determined to be certified as domestic goods within the framework of the relevant legislation. As a result of the audits carried out for the 2013-2018 period, a total of TL 95,487 administrative fines were imposed on the company, and these fines were paid in the amount of TL 71,615 by taking advantage of the early payment discount, but the legal processes initiated for the cancellation of the fines are ongoing.
In addition, ICTA conducts routine investigations regarding 3G and 4.5G investment obligations. This review process is ongoing for the periods 2018-2021.
Refunds Investigation
ICTA examined whether the refund transactions to subscribers were in compliance with the Board Decisions regulating the refund procedures for postpaid and prepaid subscribers. As a result of the investigation, the Board imposed various administrative fines on the Company for the periods 2010-2018. The related administrative fines were paid in the previous years and the amount stated to be underpaid to the subscribers was paid on May 18, 2023 in the amount of TRY 98,333 together with late payment interest. The legal process initiated by the company, requesting the cancellation of the relevant transaction and the fine, have been finalized against the Company.
The ICTA imposed a total administrative fine of TL 277 on Turkcell as a result of the Investigation into the Refund of Remaining TL in Prepaid Lines (March 1, 2019-April 30, 2021 Period), with a Board Decision notified 10 November 2025. The administrative fine was paid on 10 December 2025, in the amount of 207 TL with an early payment discount. An application was submitted to the ICTA on 19 December 2025, for the reconsideration of Articles 4 and 5 of the decision and the ICTA tacitly rejected our application by not responding within 30 days. A lawsuit has been filed for the annulment of Article 4 of the decision.
The ICTA imposed a total administrative fine of TL 1,669 on Turkcell as a result of the Refund Investigation (Investigation of Board Decision No. 57) conducted against Turkcell, with a Board Decision notified 10 November 2025. The administrative fine was paid on 5 December 2025, in the amount of 1,251 TL with an early payment discount.
The ICTA imposed a total administrative fine of TL 520 on Superonline as a result of the Refund Investigation (Investigation of Board Decision No. 57) conducted against Turkcell, with a Board Decision notified 10 November 2025. The administrative fine was paid on 5 December 2025, in the amount of 390 TL with an early payment discount.
The ICTA imposed a total administrative fine of TL 1,312 TL Turkcell as a result of the Refund Investigation (Board Decision No. 122/Secretary Service Investigation) conducted against Turkcell, with a Board Decision notified 10 November 2025. The administrative fine was paid on 10 December 2025, in the amount of 983 TL with an early payment discount.
The ICTA imposed a total administrative fine of TL 939 on Turkcell as a result of the Investigation into the Refund of Remaining TL in Prepaid Lines (May 1, 2021-September 30, 2022 Period), with a Board Decision notified 10 November 2025. The administrative fine was paid on 5 December 2025, in the amount of 704 TL with an early payment discount. An application was submitted to the ICTA on 19 December 2025, for the reconsideration of Article 4 of the decision and the ICTA tacitly rejected our application by not responding within 30 days. A lawsuit has been filed to revoke the decision.
F-98
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
37.Commitments and Contingencies (continued)
Investigation Regarding the Subscription Agreements (Anonymous Lines)
The ICTA initiated an investigation to examine whether the obligations regarding the establishment and implementation of subscription agreements and open lines were fulfilled and as a result of this investigation, the ICTA imposed an administrative fine of TL 99,132 on the Company. The administrative fine was paid on 31 January 2024 as TL 74,349 with early payment discount. The Company filed five separate lawsuits in total for the cancellation of the administrative fines and related transactions. The cases are pending. The examination process of a similar investigations about Number Porting (Turkcell) Subscription Agreements (Superonline) are also ongoing.
ICTA – Investigation on Identity Verification Regulation
The ICTA stated that Turkcell and Superonline failed to comply with the face-to-face verification procedures of the Identity Verification Regulation and recorded biometric data in their subscription processes. It was assessed that administrative fines could be imposed on Turkcell and Superonline for four separate violations.
On the other hand, the ICTA has also stated that may be take necessary measures for the scope of provision “national security, public order or the proper execution of public service and the implementation of the provisions introduced by laws, to take over the facilities in return for compensation, when necessary, to cancel the authorisation granted in case of non-payment of the authorisation fee within the specified period or in case of gross negligence.” Our written defenses were submitted to the ICTA on 11 March 2024. The investigations are ongoing. Within the scope of the investigation, a verbal defense meeting was held on 3 December 2024.
ICTA – Inspection of Identity Verification Procedures in the Subscription Establishment Process
The ICTA has launched an inspection into Turkcell following the determination that subscription agreements established in written form did not comply with the relevant legislation. Within the scope of the inspection, an administrative fine may be imposed, and the following two details have been requested in our written statements: For the period between 31 December 2022 and 31 December 2025 on a calendar month basis: (i) The number of lines activated without applying the provisions of the fifth and sixth paragraphs of Article 7 of the Identity Verification Regulation in contracts established in writing, except for those using secure electronic signatures. (ii) The number of lines activated by the operator in accordance with the process set out in subparagraphs (b) and (c) of the second paragraph of Article 8 of the Identity Verification Regulation, in cases where the identity certificate is not of the appropriate type. The requested explanation has been submitted to the ICTA on 24 October 2025. In addition, the data requested by the ICTA was submitted to the ICTA on 5 November 2025.
ICTA - Violation of Board Decision (Board Decision No. 412 – NetGSM) Inspection
An investigation was initiated against our Company for not providing services (In violation of the relevant legislation and the Board Decision No. 2024/UK-ETD/412) to Netgsm’s subscribers who want to receive services from our network through new subscription or number portability within the scope of the Virtual Mobile Network Service (VMMS) authorization. Within the scope of the investigation, our written explanations regarding the violation determination were prepared and submitted to the ICTA. On 14 January 2025, a verbal defense meeting was held. A lawsuit has been filed for the annulment of Board Decision No. 2024/UK-ETD/412. The Court rejected the case. The Company appealed the decision before the Regional Administrative Court. As a result of the investigation, an administrative fine totaling 50,073 TL was imposed by the Board Decision notified 19 December 2025. The administrative fine was paid on 19 January 2026, amounting to 37,555 TL with an early payment discount. Additionally, the application for the reconsideration and revocation of the administrative fine decision has been made on 5 February 2026. The ICTA’s response is awaited.
F-99
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
37.Commitments and Contingencies (continued)
ICTA - Investigation on Limited Usage Services and Invoice Upper Limit
The ICTA imposed an administrative fine totaling 16,546 TL on Turkcell with its Board Decision notified on 10 November 2025, as a result of investigation of whether the obligations introduced by the Procedures and Principles Regarding Limited Usage Services and the Bill Upper Limit Implementation were fulfilled. The administrative fine was paid on 10 December 2025, in the amount of 12,409 TL, including an early payment discount.
ICTA - Investigation of Committed Subscriptions
Following an investigation into whether Turkcell had fulfilled its obligations under the relevant legislation regarding committed subscriptions, the ICTA imposed an administrative fine totaling TL 34,326 in its Board Decision notified 10 November 2025, and decided that all amounts unjustly collected from subscribers should be refunded to them in accordance with the relevant legislation. The administrative fine was paid on 10 December 2025, with an early payment discount, amounting to 25,744 TL. An application was made to the ICTA on 15 December 2025, for the reconsideration of Articles 1 and 7 of the decision. The ICTA tacitly rejected our application by not responding within 30 days. The Company filed a lawsuit for the annulment of Articles 1 and 7 of the decision.
Following an investigation into whether Superonline had fulfilled its obligations under the relevant legislation regarding committed subscriptions, the ICTA imposed an administrative fine totaling TL 8,589 TL in its Board Decision notified 10 November 2025, and decided that all amounts unjustly collected from subscribers should be refunded to them in accordance with the relevant legislation. The administrative fine was paid on 10 December 2025, with an early payment discount, amounting to 6,441 TL. An application was made to the ICTA on 5 December 2025, to grant an extension for refunds currently in process under Article 25 of the decision and to revoke Article 27. The ICTA tacitly rejected our application by not responding within 30 days. The Company filed a lawsuit for the annulment of Article 27 of the decision
ICTA - ISP Service Quality Investigation
BTK carried out an investigation into Superonline to examine whether it had fulfilled its obligations under the Electronic Communications Sector Service Quality Regulation and the Service Quality Communiqué for Internet Service Providers. As a result of the investigation, ICTA imposed an administrative fine totaling 3,895 TL with its Board Decision notified 10 November 2025. The administrative fine was paid on 10 December 2025, in the amount of 2,922 TL with an early payment discount.
ICTA – Facility Sharing Investigation
BTK carried out an investigation to examine the compliance of the work and procedures carried out in the processes from the submission of the facility sharing request to its completion with the relevant legislation. As a result of the investigation, ICTA imposed an administrative fine totaling 28,146 TL with its Board Decision notified 19 December 2025. The administrative fine was paid on 19 January 2026, in the amount of 21,110 TL with an early payment discount. Furthermore, the application for the reconsideration and revocation of the Board Decision has been made on 13 February 2026 The ICTA’s response is awaited.
ICTA -Universal Service Obligations Investigation
Following an investigation into whether Turkcell had fulfilled its universal service obligations, the ICTA imposed an administrative fine totaling 3,194 TL with its Board Decision notified 10 November 2025. The administrative fine was paid on 10 December 2025, in the amount of 2,395 TL with an early payment discount.
F-100
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
37.Commitments and Contingencies (continued)
ICTA – Investigation on Service Interruption
Following an investigation into the service interruption that happened on 9 April 2025, in our Company’s systems, a total administrative fine of 34,975 TL was imposed by the Board Decision notified 10 December 2025. The administrative fine was paid on 19 January 2026, in the amount of 26,231 TL, with an early payment discount.
ICTA- Proportional Fee Implementation Process
The ICTA initiated an investigation into Turkcell regarding the determination that proportional charges were not applied in tariff changes under the Principles of Application Regarding Proportional Charges in the Electronic Communications Sector. As a result of the investigation, the ICTA imposed an administrative fine totaling 11,127 TL with the Board Decision notified 10 November 2025. The administrative fine was paid on 10 December 2025, in the amount of 8,345 TL, including an early payment discount.
ICTA - Closing-Opening Fee Inspection
The ICTA initiated an investigation into Turkcell after determining that a total service fee of TL 253 excluding device fees and wireless usage/license fees, was charged to the bills of 10,517 subscribers whose service was suspended between May 1, 2018, and May 31, 2023, due to non-payment of debt. As a result of the investigation, the ICTA imposed a total administrative fine of 240 TL with its Board Decision dated 10 November 2025. The administrative fine was paid on 10 December 2025, with an early payment discount, amounting to 180 TL.
ICTA – Real Estate Transfer Inspection
Board Decisions No. 2007/DK-08/373 and 2008/DK-08/433 state that network operators cannot transfer the real estate on which their facilities and equipment are located to a third party. The ICTA initiated an investigation into our Company due to the transfer of our real estate to Turkcell Gayrimenkul A.Ş. As a result of the investigation, the ICTA imposed an administrative fine totaling TL 21,550 with its Board Decision dated 10 December 2025. The administrative fine was paid on 19 January 2026, in the amount of 16,162 TL with an early payment discount. In addition, the application for the reconsideration and revocation of the administrative fine decision has been made on 13 February 2026. The ICTA’s response is awaited.
ICTA - Inspection Regarding the Processing of Personal Data and the Protection of Privacy
Due to Superonline’s failure to inform some subscribers of their explicit consent within the third quarter of each year, in violation of Article 13 of the Regulation on the Processing of Personal Data and Protection of Privacy in the Electronic Communications Sector, the ICTA initiated an inspection into Superonline on February 24, 2026. As part of the investigation, it has been evaluated that our Company may be subject to an administrative fine of up to three percent (3%) of its net sales for 2023, and written explanations have been demanded. Our written explanations are being prepared.
F-101
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
37.Commitments and Contingencies (continued)
Other Investigations Conducted by ICTA
The ICTA may carry out routine or specific investigations to determine whether the relevant legislation is being complied with, and a summary of the content of the investigations that have already been concluded is presented below.
a)Investigation of compliance with the obligation regarding mobile service quality notifications,
b)Investigation on whether the Company fulfills its obligations in relation to Value Added Electronic Communication Services,
c)Investigation of compliance with the legislation regarding subscription termination processes,
d)Investigation Regarding the Non-Blocking of Calling Line Identification (CLI) in Violation of the Relevant Provisions of the Principles and Procedures for the Use of Calling Line Information as CLI
All administrative fines imposed as a result of routine or specific inspections conducted by ICTA have been paid with early payment discount, and legal proceedings initiated for some of them in line with the opinions of the legal counsel for their cancellation are ongoing. The total amount of the related administrative fines paid in the past period is TL 29,628.
Other ongoing lawsuits and tax investigations
Probability of an outflow of resources embodying economic benefits for 2018 and 2019 fiscal years with regards to notification of Information and Communication Technologies Authority for radio fee related to 2018 fiscal year was considered by the Company management. In this respect, TL 128,429 was paid in November 2019 by reserving our right to take legal actions and legal actions were taken for 2018 fiscal year. Upon the conclusion of three lawsuits against the Company, an individual application was made to the Constitutional Court and the process is ongoing. On the other hand, additional TL 13,465 for December 2018 was paid with reservation on 29 January 2021 with regards to notification of Information and Communication Technologies Authority for the same reason.
General Assessment of Ongoing Litigation and Investigation
Based on the management opinion, an outflow of resources embodying economic benefits is deemed as probable on some of the aforementioned lawsuits and investigations, and accordingly a provision amounting to TL 815,962 has been recognized in the consolidated financial statements as at and for the period ended 31 December 2025 (31 December 2024: TL 728,516). The provision allocated for ongoing investigations, inquiries, lawsuits, and audits represents the Company Management’s best estimate; however, the results of these proceedings may differ from the Group’s assessments.
F-102
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
38.Related parties
|
|
31 December |
|
31 December |
Receivables from related party |
|
2025 |
|
2024 |
Enerji Piyasaları İşletme A.S. (“EPIAS”) |
|
89,078 |
|
— |
TT Mobil |
|
68,126 |
|
81,744 |
Türk Hava Yolları AŞ (“THY”) |
|
46,425 |
|
87,304 |
Güneş Express Havacılık A.Ş.(“Sun Express”) |
|
41,834 |
|
53,014 |
Türksat Uydu Haberleşme Kablo TV ve İşletme AŞ |
|
34,843 |
|
17,396 |
TVF IFM Gayrimenkul İnşaat Ve Yönetim A.Ş. (“TVF IFM”) |
|
31,637 |
|
— |
Ziraat Bankası |
|
25,376 |
|
24,597 |
T.C. Posta ve Telgraf Teşkilatı Genel Müdürlüğü (“PTT”) |
|
201 |
|
8,111 |
AJET Hava Taşımacılığı A.Ş. |
|
— |
|
13,941 |
Others |
|
30,019 |
|
36,581 |
|
|
367,539 |
|
322,688 |
|
|
31 December |
|
31 December |
Due from receivables from financial services |
|
2025 |
|
2024 |
T.C. Posta ve Telgraf Teşkilatı Genel Müdürlüğü (“PTT”) |
|
14,472 |
|
— |
Turkiye Sigorta |
|
189 |
|
— |
|
|
14,661 |
|
— |
|
|
31 December |
|
31 December |
Payables to related party |
|
2025 |
|
2024 |
TOGG |
|
367,801 |
|
2,058 |
Türkiye Sigorta A.Ş. |
|
337,286 |
|
666,072 |
Türk Telekom |
|
289,054 |
|
250,478 |
Enerji Piyasaları İşletme A.Ş. (“EPİAŞ”) |
|
211,117 |
|
82,224 |
TT Mobil |
|
198,116 |
|
175,078 |
Others |
|
117,142 |
|
80,851 |
|
|
1,520,516 |
|
1,256,761 |
F-103
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
38.Related parties (continued)
Transactions with key management personnel
Key management personnel comprise the Group’s members of the Board of Directors and chief officers.
There are no loans to key management personnel as of 31 December 2025 and 2024.
The Group provides additional benefits to key management personnel and contributions to retirement plans based on a pre-determined ratio of compensation.
|
|
31 December |
|
31 December |
|
|
2025 |
|
2024 |
Short-term benefits |
|
406,432 |
|
443,652 |
Share based payments |
|
324,039 |
|
478,883 |
Long-term benefits |
|
1,366 |
|
486 |
Termination benefits |
|
535 |
|
869 |
|
|
732,372 |
|
923,890 |
The following transactions occurred with related parties:
|
|
31 December |
|
31 December |
Revenue from related parties |
|
2025 |
|
2024 |
Türk Telekom Mobil Iletisim Hizmetleri A.S. (“TT Mobil”) (*) |
|
1,486,858 |
|
1,460,836 |
Ziraat Bankası A.S. (“Ziraat Bankası”) (*) |
|
1,301,157 |
|
260,696 |
Enerji Piyasaları İşletme A.S. (“EPIAS”) (*) |
|
818,396 |
|
486,705 |
Türk Hava Yolları A.S. (“THY”) (*) |
|
453,123 |
|
562,794 |
Gunes Express Havacilik A.S. (“Sun Express”) (*) |
|
311,578 |
|
329,396 |
Turkiye Halk Bankası A.S. (“Halkbank”) (*) |
|
221,955 |
|
56,962 |
Turk Telekomunikasyon A.S. (“TT”)(*) |
|
196,232 |
|
177,380 |
TOGG (**) |
|
176,333 |
|
102,065 |
Turksat Uydu Haberlesme Kablo TV ve Isletme A.S. (“Turksat”)(*) |
|
171,925 |
|
222,061 |
Turkiye Hayat ve Emeklilik A.S.(*) |
|
84,119 |
|
100,947 |
Türkiye Sigorta A.Ş. (“Türkiye Sigorta”)(*) |
|
73,336 |
|
106,076 |
TVF IFM Gayrimenkul Insaat ve Yonetim A.S. (*) |
|
68,990 |
|
30,771 |
Turkiye Vakiflar Bankası TAO (“Vakifbank”)(*) |
|
63,766 |
|
51,642 |
Ziraat Katılım Bankasi A.S. (“Ziraat Katilim”)(*) |
|
25,086 |
|
14,393 |
BIST (*) |
|
22,536 |
|
9,525 |
Others |
|
142,193 |
|
100,299 |
|
|
5,617,583 |
|
4,072,548 |
(*) |
Related parties, which TVF directly and / or indirectly has control or joint control or significant influence. |
F-104
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
38.Related parties (continued)
|
|
31 December |
|
31 December |
Related party expenses |
|
2025 |
|
2024 |
Türk Telekomünikasyon A.S (*) |
|
3,127,323 |
|
2,726,491 |
EPIAS (*) |
|
3,166,701 |
|
990,142 |
TT Mobil (*) |
|
1,646,773 |
|
1,413,051 |
Vakifbank (*) |
|
1,080,415 |
|
724,963 |
Istanbul Takas ve Saklama Bankasi A.S. (“Takasbank”) (*) |
|
294,219 |
|
722,427 |
PTT (*) |
|
193,356 |
|
173,269 |
T.C. Hazine ve Maliye Bakanlığı |
|
330,249 |
|
276,475 |
Turksat (*) |
|
122,627 |
|
87,282 |
Others |
|
638,657 |
|
800,445 |
|
|
10,600,320 |
|
7,914,545 |
(*) |
Related parties, which TVF directly and / or indirectly has control or joint control or significant influence. |
TVF becomes the largest shareholder of Turk Telekom with 61.68% of the shares as of 31 March 2022. Therefore, companies of Turk Telekom have been reported as related party as of 31 March 2022. Transactions between the Group and Turk Telekom are related with telecommunication services.
F-105
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
38.Related parties (continued)
Details of the financial assets and liabilities with related parties as of 31 December 2025 and 2024 are as follows:
|
|
31 December |
|
31 December |
|
|
2025 |
|
2024 |
Banks - Time deposits |
|
56,651,371 |
|
33,568,984 |
Banks - Demand deposits |
|
1,190,045 |
|
1,062,233 |
Receivables from reverse repo |
|
- |
|
16,196,571 |
Financial investment (*) |
|
14,830,012 |
|
6,318,753 |
Bank borrowings |
|
(283,585) |
|
(12,634,338) |
Debt securities issued |
|
(1,181,611) |
|
(1,211,543) |
Lease liabilities (**) |
|
(9,404,433) |
|
(146,563) |
Impairment loss provision associated with bank deposits and other financial assets |
|
(2,336) |
|
(4,871) |
|
|
61,799,463 |
|
43,149,226 |
(*) |
Financial investments consist of bonds and currency protected time deposit. |
(**) |
As of 31 December 2025, the Group has recognized a right-of-use asset amounting to TRY 9,089,499 and a lease liability amounting to TRY 9,172,660 in its statement of financial position in accordance with the lease agreement signed with BOTAŞ. |
As of 31 December 2025, the amounts of letters of guarantee given to the related parties is TL 2,964,625 (31 December 2024:TL 766,388).
Details of the time deposits at related parties as of 31 December 2025 and 2024 are as follows:
|
|
31 December |
|
31 December |
|
|
2025 |
|
2024 |
Ziraat Bankasi |
|
50,443,208 |
|
8,261,993 |
Ziraat Katılım |
|
2,764,074 |
|
5,509,008 |
Vakifbank |
|
3,286,482 |
|
11,463,011 |
Halkbank |
|
157,607 |
|
8,334,972 |
|
|
56,651,371 |
|
33,568,984 |
Details of the time deposits at related parties
Amount in |
|
|
|
|
|
|
|
|
Original |
|
|
|
|
|
|
|
31 December |
Currency |
|
Currency |
|
Effective Interest Rate |
|
Maturity |
|
2025 |
43,354 |
|
USD |
|
2.9 |
% |
February 2026 |
|
1,862,358 |
440,974 |
|
EUR |
|
1.1 |
% |
January 2026 |
|
22,250,871 |
32,501,410 |
|
TL |
|
39.7 |
% |
February 2026 |
|
32,538,142 |
|
|
|
|
|
|
|
|
56,651,371 |
Amount in |
|
|
|
|
|
|
|
|
Original |
|
|
|
|
|
|
|
31 December |
Currency |
|
Currency |
|
Effective Interest Rate |
|
Maturity |
|
2024 |
233,940 |
|
USD |
|
2.1 |
% |
January 2025 |
|
10,787,614 |
196,070 |
|
EUR |
|
2.3 |
% |
January 2025 |
|
9,438,095 |
9,828,355 |
|
TL |
|
47.4 |
% |
January - May 2025 |
|
13,343,275 |
|
|
|
|
|
|
|
|
33,568,984 |
F-106
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
38.Related parties (continued)
Details of the bank borrowings at related parties
|
|
|
|
|
|
|
|
31 December |
Principle Amount |
|
Currency |
|
Effective Interest Rate |
|
Maturity |
|
2025 |
40,000 |
|
TL |
|
38.5% |
|
January 2026 |
|
40,425 |
235,000 |
|
TL |
|
TLREF+2% |
|
August 2027 |
|
243,160 |
|
|
|
|
|
|
|
|
283,585 |
|
|
|
|
|
|
|
|
31 December |
Principle Amount |
|
Currency |
|
Effective Interest Rate |
|
Maturity |
|
2024 |
8,273,981 |
|
TL |
|
28.8% - 58.0% |
|
January 2025 - August 2027 |
|
12,634,338 |
|
|
|
|
|
|
|
|
12,634,338 |
Details of the debt securities issued at related parties
Principle |
|
|
|
|
|
|
|
31 December |
Amount |
|
Currency |
|
Effective Interest Rate |
|
Maturity |
|
2025 |
1,150,000 |
|
TL |
|
37.0% - 38.3% |
|
February 2026- March 2026 |
|
1,181,611 |
|
|
|
|
|
|
|
|
1,181,611 |
Principle |
|
|
|
|
|
|
|
31 December |
Amount |
|
Currency |
|
Effective Interest Rate |
|
Maturity |
|
2024 |
900,000 |
|
TL |
|
42.0% - 44.5% |
|
March - May 2025 |
|
1,211,543 |
|
|
|
|
|
|
|
|
1,211,543 |
F-107
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
38.Related parties (continued)
Details of the lease liabilities at related parties
|
|
|
|
|
|
31 December |
Currency |
|
Effective Interest Rate |
|
Maturity |
|
2025 |
TL |
|
12.8% - 62.5% |
|
2026 - 2035 |
|
231,774 |
USD |
|
8.9% - 9.7% |
|
2040 |
|
9,172,659 |
|
|
|
|
|
|
9,404,433 |
|
|
|
|
|
|
31 December |
Currency |
|
Effective Interest Rate |
|
Maturity |
|
2024 |
TL |
|
12.5% - 62.0% |
|
2025 - 2033 |
|
146,563 |
|
|
|
|
|
|
146,563 |
Interest income from related parties:
|
|
31 December |
|
31 December |
|
31 December |
|
|
2025 |
|
2024 |
|
2023 |
Vakifbank |
|
1,559,397 |
|
4,847,490 |
|
4,032,524 |
Ziraat Bankasi |
|
1,392,048 |
|
1,432,733 |
|
635,863 |
Halkbank |
|
488,985 |
|
1,158,210 |
|
927,215 |
Ziraat Katilim |
|
100,553 |
|
177,054 |
|
267,620 |
Other |
|
143 |
|
42,964 |
|
548 |
|
|
3,541,126 |
|
7,658,451 |
|
5,863,770 |
Interest expense to related parties:
|
|
31 December |
|
31 December |
|
31 December |
|
|
2025 |
|
2024 |
|
2023 |
Vakifbank |
|
1,444,657 |
|
2,413,280 |
|
1,217,634 |
Halk Varlık Kiralama A.S. (“Halk Varlık Kiralama”) |
|
395,364 |
|
429,201 |
|
503,413 |
Ziraat Bankasi |
|
38,382 |
|
121,425 |
|
304,172 |
Halkbank |
|
2,621 |
|
23,019 |
|
27,194 |
Other |
|
304 |
|
6,452 |
|
16,939 |
|
|
1,881,328 |
|
2,993,377 |
|
2,069,352 |
The revenues obtained from the related parties of the Group generally consist of telecommunications services, call center services, and other services. The transactions between the Group and EPİAŞ involve the provision of energy services; the transactions with BOTAŞ involve the provision of infrastructure services; the transactions with Halk Bank, Ziraat Bank, Ziraat Investment, and Vakıfbank involve banking services; the transactions with Türksat involve telecommunications services; and the transactions with BIST arise from stock exchange activities. The receivables from related parties are unsecured.
As of 31 December 2025, the Group has recognized a right-of-use asset amounting to TRY 9,089,499 and a lease liability amounting to TRY 9,172,660 in its statement of financial position in accordance with the lease agreement signed with BOTAŞ. In relation to this agreement, an interest expense of TRY 576,026 is included in the consolidated statement of profit or loss for the year ended 31 December 2025.
F-108
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
39.Subsidiaries
The Group’s ultimate parent company is TVF, while subsidiaries and associates of the Company as at 31 December 2025 and 31 December 2024 are as follows:
|
|
|
|
|
|
Effective Ownership Interest |
||
Subsidiaries |
|
Country of |
|
|
|
31 December |
|
31 December |
Name |
|
Incorporation |
|
Business |
|
2025 (%) |
|
2024 (%) |
Turktell |
|
Türkiye |
|
Information technology, value added GSM services and entertainment investments |
|
100 |
|
100 |
Turkcell Superonline |
|
Türkiye |
|
Telecommunications, television services and content services |
|
100 |
|
100 |
Turkcell Dijital |
|
Türkiye |
|
Digitalization services and products |
|
100 |
|
100 |
Turkcell Satış |
|
Türkiye |
|
Sales, delivery and digital sales services |
|
100 |
|
100 |
Turkcell Teknoloji |
|
Türkiye |
|
Research and development |
|
100 |
|
100 |
Turkcell Gayrimenkul |
|
Türkiye |
|
Property investments |
|
100 |
|
100 |
Turkcell Enerji |
|
Türkiye |
|
Electricity energy trade and wholesale and retail electricity sales |
|
100 |
|
100 |
Boyut Enerji |
|
Türkiye |
|
Electricity energy trade and wholesale and retail electricity sales |
|
100 |
|
100 |
Turkcell Finansman |
|
Türkiye |
|
Consumer financing services |
|
100 |
|
100 |
Turkcell Sigorta |
|
Türkiye |
|
Insurance agency activities |
|
100 |
|
100 |
Turkcell Dijital Sigorta |
|
Türkiye |
|
Dijital agency activities |
|
100 |
|
100 |
Turkcell Ödeme |
|
Türkiye |
|
Payment services and e-money license |
|
100 |
|
100 |
Lifecell Dijital Servisler |
|
Türkiye |
|
Development and providing of digital services and products |
|
100 |
|
100 |
Lifecell Bulut (***) |
|
Türkiye |
|
Cloud solutions services |
|
— |
|
100 |
Lifecell TV |
|
Türkiye |
|
Online radio, television and on-demand streaming services |
|
100 |
|
100 |
Lifecell Müzik |
|
Türkiye |
|
Radio, television and on-demand streaming services |
|
100 |
|
100 |
Global Tower |
|
Türkiye |
|
Telecommunications infrastructure business |
|
100 |
|
100 |
Atmosware Teknoloji |
|
Türkiye |
|
Develop software products and services, training software developers |
|
100 |
|
100 |
Beltower |
|
Republic of Belarus |
|
Telecommunications infrastructure business |
|
100 |
|
100 |
Eastasian |
|
Netherlands |
|
Telecommunications investments |
|
100 |
|
100 |
Kıbrıs Telekom |
|
Turkish Republic of Northern Cyprus |
|
Telecommunications |
|
100 |
|
100 |
Lifecell Digital |
|
Turkish Republic of Northern Cyprus |
|
Telecommunications |
|
100 |
|
100 |
Turkcell Dijital Teknolojileri |
|
Turkish Republic of Northern Cyprus |
|
Electronic payment services |
|
100 |
|
100 |
Turkcell Global Bilgi |
|
Türkiye |
|
Customer relations and human resources management |
|
100 |
|
100 |
Rehberlik (*) |
|
Türkiye |
|
Directory assistance |
|
— |
|
100 |
Lifecell Ventures |
|
Netherlands |
|
Telecommunications investments |
|
100 |
|
100 |
Paycell LLC (**) |
|
Ukraine |
|
Consumer financing services |
|
100 |
|
100 |
Paycell Europe |
|
Germany |
|
Payment services and e-money |
|
100 |
|
100 |
Yaani |
|
Netherlands |
|
Internet search engine and browser services |
|
100 |
|
100 |
BiP B.V. |
|
Netherlands |
|
Providing digital services and products |
|
100 |
|
100 |
BiP A.S. |
|
Türkiye |
|
Providing digital services and products |
|
100 |
|
100 |
BeST |
|
Republic of Belarus |
|
Telecommunications |
|
100 |
|
100 |
Turkcell GSYF |
|
Türkiye |
|
Venture capital investment fund |
|
100 |
|
100 |
Sofra |
|
Türkiye |
|
Meal coupons and cards |
|
100 |
|
100 |
Artel (****) |
|
Türkiye |
|
Data processing |
|
— |
|
100 |
Ultia |
|
Türkiye |
|
Information technology |
|
100 |
|
100 |
TDC |
|
Türkiye |
|
Data center and cloud services |
|
100 |
|
100 |
Lifetech |
|
Republic of Belarus |
|
Information technology, programming and technical support |
|
100 |
|
100 |
Turkcell Dijital Eğitim |
|
Türkiye |
|
Digital education |
|
100 |
|
100 |
(*) |
The liquidation process of Rehberlik Hizmetleri Servisi A.Ş. was completed as of 11 March 2025. |
(**) |
As of 27 January 2025, it was decided to liquidate Paycell LLC, established in Ukraine. |
(***)As of 7 May 2025, The Company was merged with Lifecell Dijital Servisler.
(****)As of 16 September 2025, The Company was merged with Turkcell.
F-109
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
40.Investments accounted for using the equity method
The details of carrying values of investments accounted for using the equity method are as follows:
|
|
31 December |
|
31 December |
|
|
2025 |
|
2024 |
Associates |
|
|
|
|
TOGG |
|
3,567,677 |
|
6,929,473 |
The movement of investments accounted for using the equity method is as follows:
|
|
31 December |
|
31 December |
|
|
2025 |
|
2024 |
Opening balance |
|
6,929,473 |
|
11,092,447 |
Shares of profit / (loss) |
|
(3,499,147) |
|
(4,139,657) |
Remeasurements of defined termination benefit |
|
(47,686) |
|
— |
Exchange differences on translation of foreign operations |
|
185,037 |
|
— |
Transfer from equity pickup to subsidiary |
|
— |
|
(23,406) |
Contribution to capital increase |
|
— |
|
89 |
Closing balance |
|
3,567,677 |
|
6,929,473 |
F-110
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the year ended 31 December 2025
(All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in terms of purchasing power of Turkish Lira as of 31 December 2025 unless otherwise stated.)
41.Cash flow information
Net financial liabilities reconciliation:
|
|
Debt |
|
|
|
|
|
|
|
|
|
|
|
|
securities |
|
Loans and |
|
Lease |
|
|
|
Derivative |
|
|
|
|
issued |
|
Borrowings |
|
liabilities |
|
Total |
|
Instruments, net |
|
Total |
Balance at 1 January 2025 |
|
(48,584,119) |
|
(81,676,962) |
|
(6,312,314) |
|
(136,573,395) |
|
2,025,749 |
|
(134,547,646) |
Cash inflows |
|
(51,166,565) |
|
(90,940,793) |
|
— |
|
(142,107,358) |
|
(9,747,641) |
|
(151,854,999) |
Cash outflows |
|
39,644,427 |
|
101,680,015 |
|
9,036,861 |
|
150,361,303 |
|
9,136,039 |
|
159,497,342 |
Other non-cash movements |
|
(22,421,049) |
|
(24,976,749) |
|
(20,804,246) |
|
(68,202,044) |
|
(902,500) |
|
(69,104,544) |
Inflation adjustment |
|
14,660,439 |
|
20,616,547 |
|
2,595,382 |
|
37,872,368 |
|
(265,013) |
|
37,607,355 |
Balance at 31 December 2025 |
|
(67,866,867) |
|
(75,297,942) |
|
(15,484,317) |
|
(158,649,126) |
|
246,634 |
|
(158,402,492) |
|
|
Debt |
|
|
|
|
|
|
|
|
|
|
|
|
securities |
|
|
|
Lease |
|
|
|
Derivative |
|
|
|
|
issued |
|
Loans |
|
liabilities |
|
Total |
|
Instruments, net |
|
Total |
Balance at 1 January 2024 |
|
(60,224,298) |
|
(94,090,986) |
|
(4,587,673) |
|
(158,902,957) |
|
3,194,522 |
|
(155,708,435) |
Cash inflows |
|
(19,464,996) |
|
(64,290,665) |
|
— |
|
(83,755,661) |
|
7,091,034 |
|
(76,664,627) |
Cash outflows |
|
25,859,125 |
|
65,650,854 |
|
6,576,587 |
|
98,086,566 |
|
(7,580,966) |
|
90,505,600 |
Other non-cash movements |
|
(14,210,421) |
|
(20,107,978) |
|
(10,121,595) |
|
(44,439,994) |
|
404,611 |
|
(44,035,383) |
Inflation adjustment |
|
19,456,471 |
|
31,161,813 |
|
1,820,367 |
|
52,438,651 |
|
(1,083,452) |
|
51,355,199 |
Balance at 31 December 2024 |
|
(48,584,119) |
|
(81,676,962) |
|
(6,312,314) |
|
(136,573,395) |
|
2,025,749 |
|
(134,547,646) |
42.Subsequent events
The Company committed to pay USD 1,224,000 (excluding VAT) for a total of 160 MHz of spectrum as a result of the frequency auction held by the ICTA on 16 October 2025. The auction price (excluding VAT) will be paid in three equal installments on 2 January 2026; 25 December 2026; and 2 May 2027. The first installment of the auction price and the VAT amount were paid on 2 January 2026, in the amount of TRY 28,062,109, corresponding to USD 652,800. On the same date, Authorization Certificate was approved and delivered to the Company. Under this authorization, the Company will commence providing services as of 1 April 2026.
On 17 March 2026, the Board of Directors proposed a gross cash dividend of TRY 8,800,000 from the 2025 net distributable profit. This represents TRY 4.00 per share with a nominal value of TRY 1.00. This proposal is subject to approval at the Annual General Meeting scheduled for 7 May 2026, with the distribution planned for 9 December 2026.
On 23 March 2026, the Company signed a USD 1,000,000 syndicated Murabaha facility with a consortium of 14 international banks, led by HSBC Bank Middle East Limited. The facility has a seven-year door to door maturity with an annual profit rate of 3-month SOFR plus 1.95%, representing an all-in cost of 3-month SOFR plus 2.14% per annum.
F-111
Exhibit 1.1
TURKCELL İLETİŞİM HİZMETLERİ ANONİM ŞİRKETİ
ARTICLES OF ASSOCIATION
ARTICLE 1: INCORPORATION |
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A Joint Stock Company was incorporated between the founders whose names and residences are written below, in compliance with the Law no.6224 for the Encouragement of Foreign Capital, the foreign capital frame decision of the General Directorate of Foreign Investment of the Undersecretariat of Treasury of the Prime Ministry of the Republic of Turkey number 92/2789 dated 4 March 1992 and the Incentive and Investment Allowance Certificate of Foreign Capital General Directorate of the Undersecretariat of Treasury of the Prime Ministry of the Republic of Turkey dated 23 August 1993 numbered 1746 and in abidance with the relevant provisions of the Turkish Commercial Code. Founders: 1) Posti – ja telelaitos, nationality: Fin, resident in Mannerhemintle 11 A SF – 00100, Helsinki/FINLAND 2) Ericsson Telekomünikasyon Anonim Şirketi, Nationality: Turkish, resident in Büyükdere Caddesi No: 49/4-5 Mecidiyeköy, İstanbul 3) Çukurova Holding Anonim Şirketi, Nationality: Turkish, resident in Büyükdere Caddesi Yapı Kredi Plaza Binaları (C) Blok Kat: 12 Levent, İstanbul 4) Kavala Yatırım Anonim Şirketi, Nationality: Turkish, resident in Karaköy Rıhtım Caddesi, Nesli Han Kat: 4 Karaköy, İstanbul 5) Hüseyin Murat Vargı, Nationality: Turkish, resident in Koru Parkı Sokak, Ceylan Apt. No: 14/2 Suadiye, İstanbul |
ARTICLE 2: TRADENAME |
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The trade name of the Company is “TURKCELL İLETİŞİM HİZMETLERİ ANONİM ŞİRKETİ”. |
ARTICLE 3:PURPOSE AND SCOPE |
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The Company is incorporated to primarily provide the services within the context of concession agreements signed with the Information Technologies and Communication Authority with regard to “Granting License of Establishing and Operating GSM Pan Europe Mobile Telephone System”, “Establishing, Operating and Providing IMT-2000/UMTS Infrastructures and Services” and “Authorization Certificate for Limited Usage Rights with regard to IMT Services” and other services under the relevant legislation and administrative acts. In order to achieve the above-mentioned purpose, the Company may: 1)
enter into service, proxy, agency, commission agreements, undertakings and any other agreements necessitated by the purpose and scope of business of the Company and obtain short, middle and long term credits and loans or issue, accept and endorse any bonds, extend credits to the companies in Turkey and abroad, in which it has direct or indirect shareholding interest, to its parent company and group companies, in Turkish Lira or other foreign currencies, on the condition that such extensions do not contradict with laws and regulations;
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2)
cooperate, establish new partnerships or companies or undertake enterprises with existing or future local or foreign individuals or legal entities; completely or partially take over local or foreign companies or enterprises, participate in share capitals of such companies or enterprises, establish representative offices in Turkey and abroad, participate in foundations constituted for various purposes, allocate assets to foundations which are or will be established by the Company or to those already established by others, set aside part of the profit for or pay dividends and make all kind of donations and aids to such kind of real or legal persons on the condition of not violating its purpose and scope of business. Transactions within the scope of this provision shall not be performed contrary to the transfer pricing regulations under the capital markets legislation and to other related legislation, the upper limit of the donation shall be determined by the general assembly, necessary public disclosures shall be made and, if required by the applicable legislation, donations made within a year shall be submitted to the shareholder’s information at the general assembly;
3)
issue, acquire, sell, dispose of, create security over or to perform any other legal actions on all kind of securities, commercial papers, profit sharing instruments, bonds, bills and convertible bonds provided that such actions are not qualified as investment services and activities. The authority for issuing all kinds of debt instrument and capital market instrument in the nature of debt instrument is granted to Board of Directors pursuant to the provisions of Capital Markets Law;
4)
enter into license, concession, trademark, know-how, technical information and assistance and any other intellectual property right agreements and acquire, lease and register these rights;
5)
as necessitated by the purpose and scope of business of the Company; acquire, lease, rent and sell of all types of movable and immovable property; construct plants and any kind of buildings; enter into financial leasing agreements; acquire, register and annotate in titled deeds and relevant registries any personal or in-rem rights regarding movable and immovable property, including but not limited to, promise to sell, pledge, mortgage, commercial enterprise pledge and chattel mortgage; accept mortgage from third parties; release pledges and mortgages established in favor of the Company; create security over movable and immovable properties owned by the Company, in whatsoever name or form, including mortgage, pledge, commercial enterprises pledge and chattel mortgage, in its own name or in favor of the companies which are included within the fully consolidated companies in preparation of its financial statements or in favor of the third parties on the condition of being within the purpose of conducting the ordinary business operations of the Company; provided that the principles regulated in accordance with the capital markets legislation shall be complied with regarding the Company’s transactions of providing guarantees, sureties, security interests or pledges including mortgages, in its own name or in favor of third parties and disclosures required under the capital markets legislation shall be made in order to inform investors in case special circumstances arise in transactions to be performed in favor of third parties;
6)
undertake other enterprises and enter into necessary business, transactions and agreements as necessitated by the purpose and scope of business of the Company;
7)
register SIM card trademarks and symbols; sell, lease, re-purchase, re-sell the same through other vendors; agree with dealers abroad or in the country for the sale of such cards; export the same; import other SIM cards and perform all related dispositions.
The Company, via the General Assembly’s decision, may perform activities other than those listed herein, by fulfilling requirements envisaged under the legislation and on the condition of not |
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contradicting with the relevant legislation, which are related to or deemed beneficial for its scope of business. |
ARTICLE 4 - HEADQUARTER AND BRANCHES |
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The Company shall be headquartered in Istanbul, at the address of Aydınevler Mahallesi, İsmet İnönü Caddesi, No:20, Küçükyalı B Blok Ofispark, 34854, Maltepe/İstanbul. The new address, whenever changed, shall be registered with the Trade Registry and published in the Trade Registry Gazette and notified to the Capital Market Board and the Ministry of Trade. Any notification sent to the address registered and published shall be deemed as received by the Company. The Company may open branches and representative offices in or outside Turkey provided that the Ministry of Trade, Incentive Implementation and Foreign Investment Directorate and the Capital Market Board are informed thereof. |
ARTICLE 5: DURATION |
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The Company is incorporated for an unlimited duration. |
ARTICLE 6: SHARE CAPITAL OF THE COMPANY |
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The Company adopted the registered capital system as per Capital Markets Law and implemented the registered capital system by the Capital Markets Board’s permit dated 13.04.2000 and numbered 40/572. The ceiling for registered capital of the Company is TRY 2,200,000,000 (two billion two hundred million Turkish Liras). The Company’s issued share capital is TRY 2,200,000,000 (two billion two hundred million Turkish Liras) and fully paid and is divided into 2,200,000,000 (two billion two hundred) registered shares each having a nominal value of TRY 1.00 (one Turkish Lira), and the said issued share capital is fully paid free of collusion. The authorization for the ceiling of registered capital granted by the Capital Markets Board, shall be valid for the years 2025 through 2029 (5 years). After the year 2029, it is mandatory for the Board of Directors to be able to resolve on share capital increase, to obtain the authorization of the General Assembly by also obtaining the Capital Markets Board’s permit for a new ceiling amount to be valid for a term of up to 5 (five) years. In case the abovementioned authorization is not obtained, capital increase cannot be made with a Board of Directors resolution. The Board of Directors is authorized, at times it deems required, in accordance with the provisions of Capital Markets Law, to increase the issued share capital by issuing new shares up to the authorized ceiling of registered capital and to take a decision on the issuance of premium shares also up to the authorized ceiling of registered capital. The Board of Directors is not authorized to limit the pre-emption rights of the shareholders. |
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ARTICLE 7: SHARES AND SHARE TRANSFER |
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7.1. Shares: Total 2,200,000,000 (two billion, two hundred million) shares representing the issued share capital of the company are divided into two groups; Group (A) shares and Group (B) shares. a)
330,000,000 (three hundred thirty million) shares having a total nominal value of TRY 330,000,000 (three hundred thirty million Turkish Lira) and corresponding to 15% (fifteen percent) of the issued share capital of the Company, which are currently owned by Turkcell Holding A.Ş., are Group (A) shares.
b)
The remaining 1,870,000,000 (one billion eight hundred seventy million) shares having a total nominal value of TRY 1,870,000,000 (one billion eight hundred seventy million Turkish Lira) corresponding to 85% (eighty-five percent) of the issued share capital of the Company are Group (B) shares.
7.2. Privileges to be granted to Share Groups: Without prejudice to Article 7.3.(b) of the Articles of Association, Group A Shares will have the privileges set out below effective and exercisable only upon the conditions under Article 7.3(a) of Articles of Association having been fulfilled. a.
Nomination Privilege for the Election of the Board of Directors Members
(i)
4 (four) members of Board of Directors (excluding independent board members) shall be appointed by the General Assembly among the candidates nominated by the Group A Shareholder.
(ii)
The Chairman of the Board of Directors shall be elected among the members of the Board of Directors elected through the exercise of the privileges granted to Group A Shares.
(iii)
In the event that the entire Group A Shares cease to be held by a single shareholder, this nomination privilege shall automatically cease to be effective, in respect of the entire Group A shares.
b.
Voting Privilege
(i)
In (1) the appointment of 5 (five) members of the Board of Directors, four of which will be members nominated in accordance with Section 7.2.a.(i) above, (and other than the independent board members), and (2) election of the Chairman of the Presiding Committee of the General Assembly, each Group A Share shall have voting privileges granted as to give 6 (six) voting rights to each Group A Share, only in relation to these subject matters, in the voting to be made in the General Assembly of Shareholders.
(ii)
In the event that the entire Group A shares cease to be held by a single shareholder, this voting privilege shall automatically cease to be effective, in respect of the entire Group A shares.
7.3. Conditions of the Privileges a.
The Privileges set out in Article 7.2 shall become valid and effective for Group A Shares only upon the fulfilment of the two conditions below together:
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(i)
a merger between TVF Bilgi Teknolojileri İletişim Hizmetleri Yatırım Sanayi ve Ticaret A.Ş. and Turkcell Holding A.Ş. being completed and registered before Istanbul Trade Registry, and
(ii) The Combination of Group B shares and the entire Group A shares in the Company corresponding to at least 25% of the Company’s entire issued share capital being recorded in TVF Bilgi Teknolojileri İletişim Hizmetleri Yatırım Sanayi ve Ticaret A.Ş.’s account and TVF Bilgi Teknolojileri İletişim Hizmetleri Yatırım Sanayi ve Ticaret A.Ş. becoming the legal owner of these shares. b.
At any time after the privileges granted to Group (A) shares become valid and effective in accordance with the provisions of Article 7.3(a); in the event that the entire Group A Shares cease to be held by a single shareholder all privileges granted under this Articles of Association to the Group A Shares shall automatically terminate. In this circumstance, all Group A shares shall automatically be converted into Group B shares with no privileges without any need for any further decision by the Board of Directors or the General Assembly of the Company, and no shares or shareholders will have any privileges in any means.
In the event that the entire Group A Shares cease to be held by a single shareholder, nomination and appointment of all members of Board of Directors, election of the Chairman of the Presiding Committee of the General Assembly, election of the Chairman of Board of Directors and appointments of Board of Directors’ members pursuant to Article 363 of Turkish Commercial Code as per Article 9, shall be performed without any nomination or voting privileges, in accordance with the provisions of Turkish Commercial Code and the capital markets legislation. In addition, without prejudice to disclosure requirements applicable under the capital markets legislation, the holder of Group A Shares is obliged to notify the Company if any Group A share is transferred to a third party. 7.4. Miscellaneous -
So long as the privileges are in effect and not terminated in accordance with this Article 7; in the event of a capital increase in the Company, shares issued as a result of the exercise by the owner of the Group A Shares of its pre-emption right shall principally be issued as and shall constitute Group A Shares with the privileges stipulated in this Article 7 of this Articles of Association, provided that (i) where owner of Group A shares exercises its pre-emption right in the capital increase, the ratio of Group A shares in the total number of shares issued in the capital of the Company to be reached after the completion of the capital increase shall in no event be more than the ratio prior to the capital increase; and (ii) the total number of Group A Shares shall in no circumstance exceed 15% (fifteen percent) of the total number of shares issued in the capital of the Company.
If the total Group A shares upon the completion of such a capital increase, exceeds 15% (fifteen percent) of the total issued share capital of the Company, the part of the new shares issued in such capital increase, exceeding 15% (fifteen percent) of the Company’s issued share capital shall be deemed to have been issued as Group B Shares and shall not be granted any privileges. -
Shares representing the issued share capital are monitored under dematerialization principles. The Company is obliged to, and shall, take all actions required under the capital markets legislation and requirements of the Central Registration Agency in order to effect changes to the group and type of the shares in accordance with the provisions of this Articles of Association, including without limitation the creation and termination of the Group A shares and the
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privileges attached to Group A shares and the changing of ISIN codes for these purposes. -
The total number of members of the Board of Directors appointed by the exercise of the voting privilege and nomination privilege of the Group A shares shall in no event exceed 5 (five).
7.5. Transfer of Shares Transfer of shares is subject to the provisions of Turkish Commercial Code, Capital Markets Law and Regulation on Authorizations in the Electronic Communication Sector, Concession Agreement with regard to Granting License of Establishing and Operating GSM Pan Europe Mobile Telephone System, Concession Agreement on Establishing Operating and Providing IMT-2000/UMTS Infrastructures and Services and Annex of Authorization Certificate for Limited Usage Rights with regard to IMT Services - Rights and Obligations with regard to Establishing, Operating and Providing IMT Infrastructures and Services. The Company shall comply with the restrictions of share transfers stipulated under the Regulation on Authorizations in the Electronic Communication Sector, Concession Agreement with regard to Granting License of Establishing and Operating GSM Pan Europe Mobile Telephone System, Concession Agreement of the Establishing Operating and Providing IMT-2000/UMTS Infrastructure and Services, and Annex of Authorization Certificate for Limited Usage Rights with regard to IMT Services - Rights and Obligations with regard to Establishing, Operating and Providing IMT Infrastructures and Services, that the Company is subject to, and/or Turkish Commercial Code, Capital Markets Law and other legislation applicable to the Company. Article 137/3 of Capital Markets Law is reserved. |
ARTICLE 8: CAPITAL INCREASE AND SHARE CERTIFICATES |
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This Article is removed from the Text. |
ARTICLE 9: BOARD OF DIRECTORS |
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The Company is managed and represented and bound before third persons by the Board of Directors. The Board of Directors is authorized to carry out the affairs of the Company and for the management of Company assets and any and all activities relating to the Company’s scope of business, other than those falling within the authority of the General Assembly. Subject to the following paragraph, the Board of Directors shall comprise 9 (nine) members to be appointed by the General Assembly. The appointment and/or dismissal of each Board of Directors member shall be individually discussed and resolved upon by the General Assembly in accordance with separate sub-agenda items under the relevant agenda item. The number and qualifications of the independent members to serve on the Board of Directors shall be determined according to the Corporate Governance Principles of the Capital Markets Board and the Nomination Committee Operations Principles to be adopted by the Board of Directors in accordance therewith. In the event that a membership of Board of Directors becomes vacant for any reason or an independent member of Board of Directors ceases to be independent, appointment may be made in accordance with Article 363 and other provisions of Turkish Commercial Code and the capital markets legislation, and the so appointed board member shall be submitted to the approval of shareholders in the following General Assembly meeting. So long as the privileges envisaged as per Article 7 of this Articles of Association are in effect, in the event that any Board of Directors membership elected through the exercise of the privileges granted to Group A Shares becomes vacant, the appointment by the Board of Directors to be made for this vacancy pursuant to Article 363 of Turkish Commercial |
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Code shall be made from amongst the candidates proposed by all of the members of Board of Directors which are elected by the general assembly through the exercise of privileges of the Group A Shares and continue holding their posts unanimously, or if unanimous decision may not be provided, proposed by the majority of the said Board of Directors members. |
ARTICLE 10: TERM OF OFFICE |
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Term of office of members of the Board of Directors is maximum 3 (three) years. A member of the Board of Directors whose term of office expires may be re-elected. |
ARTICLE 11: MEETINGS OF THE BOARD OF DIRECTORS |
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1) Meetings of the Board of Directors: The Board of Directors meeting convenes whenever necessitated by the business and affairs of the Company. Meetings of the Board of Directors shall be held at the headquarters of the Company or at any place to be designated by the Chairman of Board of Directors. Members eligible to attend the Board meetings may also attend such meetings by electronic means as per Article 1527 of Turkish Commercial Code. Pursuant to the Communiqué on Electronic Meetings Held in Commercial Companies Other Than General Assembly Meetings of Joint Stock Companies, the Company may either set up the Electronic Meeting System, which enables right holders to attend and vote in such meetings, or purchase related services from the providers of systems that are specifically created for such purposes. In such meetings to be held, it shall be ensured that right holders enjoy their rights specified under the relevant legislation, within the framework of the relevant Communiqué, either over the system established according to this provision of the Articles of Association or the system where the supporting services are provided. 2) Meeting and Decision Quorum: Without prejudice to the provisions of the capital markets legislation, the Board of Directors convenes with the presence of minimum 5 (five) members constituting the majority of full number of its members and resolves by the affirmative votes of at least 5 (five) members present in the meeting. |
ARTICLE 12: REPRESENTATION AND BINDING OF THE COMPANY |
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The authority to represent and bind the Company is vested with the Board of Directors. The Board of Directors may delegate this authority, wholly or partially, to one or more of its members, employees of the Company or third parties, in accordance with Articles 370 and 371 of TCC. So long as the privileges are in effect and not terminated in accordance with Article 7 of this Articles of Association; unlimited authority to represent and bind the Company regulated under Article 370 of TCC shall be exercised by two Board of Directors members provided that at least one of them is from the members elected through the exercise of the privileges granted to Group A Shares. In the event that the entire Group A Shares cease to be held by a single shareholder, this authorization shall automatically cease to be effective and the unlimited authority to represent and bind the Company shall be exercisable in accordance with Article 370(1) of TCC. |
ARTICLE 13: DELEGATION OF AUTHORITIES |
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The Board of Directors is authorized, in whole or in part, to delegate the management powers to one or more Board of Directors members or third person or persons pursuant to an Internal Directive prepared by itself in accordance with Article 367 of Turkish Commercial Code, except for the duties |
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and authorities which are defined under Article 375 of Turkish Commercial Code and which cannot be delegated. The General Manager is the head of execution in the Company. He performs his duties in such capacity in accordance with the instructions determined by the General Assembly or the Board of Directors in the internal directive or otherwise, and within the authority granted and the scope determined by the Board of Directors or General Assembly. He reports to the Board of Directors in respect of his actions. The Chairman of the Board of Directors cannot be the General Manager. |
ARTICLE 14: AUDITORS AND THEIR DUTIES |
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This article is removed from the text. |
ARTICLE 15: FINANCIAL RIGHTS OF THE MEMBERS OF THE BOARD OF DIRECTORS |
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The attendance fee and/or remuneration of the members of the Board of Directors shall be decided upon by the General Assembly pursuant to the relevant provisions of Turkish Commercial Code and the capital markets legislation. |
ARTICLE 16: INDEPENDENT AUDIT |
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Relevant provisions of Turkish Commercial Code and the capital markets legislation shall be applicable with regard to the independent auditing of the Company. |
ARTICLE 17: GENERAL ASSEMBLY |
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The following provisions shall be applicable to the General Assembly meetings: 1)
Convention of the General Assembly: The General Assembly shall be convened either ordinarily or extraordinarily in accordance with the relevant provisions of Turkish Commercial Code and Capital Markets Law. In these meetings the agenda items, prepared by the Board of Directors, shall be discussed and resolved as per the relevant provisions of Turkish Commercial Code and the Articles of Association. To the extent applicable, the Board of Directors shall prepare agenda items and include sub-agenda items. In particular, the appointment and/or dismissal of each member of the Board of Directors shall be included as individual sub-agenda item(s) and shall be discussed and resolved upon separately by the General Assembly. The extraordinary meetings of the General Assembly shall convene and resolve as deemed necessary for the Company’s business. Rights of the shareholders under Turkish Commercial Code in respect of convening and adding an item in the agenda of the General Assembly meetings are reserved.
The General Assembly meeting procedures are regulated under the Internal General Assembly Directive. General Assembly meetings shall be conducted in accordance with Turkish Commercial Code, the capital markets legislation and the Internal General Assembly Directive. 2)
Attending the General Assembly Meeting by Electronic Means: Right holders, who have a right to attend the general assembly meetings of the Company, can attend such meetings by electronic means pursuant to Article 1527 of Turkish Commercial Code. Pursuant to the Regulation on General Assembly Meetings of Joint Stock Companies by Electronic Means, the Company shall procure that the right holders may attend, deliver opinions, make proposals, and vote by electronic means, either setting up the electronic general assembly system, or purchase related services from the providers of systems that are specifically
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created for such purposes. In all meetings to be held, pursuant to this provision of the Articles of Association, right holders and their representatives shall be procured to enjoy their rights as stipulated under the aforementioned regulation. 3)
Date of Meeting: Ordinary General Assembly meetings shall convene once a year and within three months following the end of Company’s fiscal year; Extraordinary General Assembly meetings shall convene whenever necessitated by the Company.
4)
Voting Rights and Appointment of Proxy: Right holders or their representatives attending the General Assembly meeting shall enjoy their voting rights pro rata to the sum of their nominal shares. Each share confers one voting right, save for the voting privileges granted in accordance with the Articles of Association.
In General Assembly meetings, shareholders may be represented through a proxy who may be a shareholder or a non-shareholder. Proxies who are also shareholders of the Company are authorized to vote both for themselves and the shareholders being represented by such proxies. Regulations of the Capital Markets Board relating to voting by proxy shall apply. 5)
Voting Method: Save for the provisions regarding general assembly meetings to be carried out within the Electronic General Assembly system pursuant to Turkish Commercial Code Article 1527, votes are cast in General Assembly meetings by open ballot through raising of hands. However, votes shall be cast by secret ballot upon the request of the shareholders representing one tenth of the shares represented in person or by proxy in a meeting. The related provisions of the capital markets legislation shall apply.
6)
Presiding Committee of the General Assembly: Subject to Article 7 of the Articles of Association, Chairman and members of the Presiding Committee of the General Assembly meetings shall be elected by the General Assembly, from among the present shareholders or non-shareholders.
7)
Meeting and Decision Quorum: Save as higher quorums are provided for in the applicable legislation, meeting quorum at the General Assembly requires the presence of shareholders representing at least 51% of the total share capital of the Company, represented by shareholders themselves or proxy holders, and save as higher quorums are provided for in the applicable legislation, decision quorum requires the affirmative votes of the majority of the voting rights present in person or by proxy at the meeting, by observing the provisions of Article 7 in relation to voting privilege.
In the event that the above quorums are not met or preserved at the first meeting, the General Assembly quorums shall be subject to provisions of Turkish Commercial Code and capital markets legislation for the second meeting. As an exception to the above-mentioned rule, the decisions regarding the amendments to the Articles of Association of the Company excluding the increase in the ceiling of the registered share capital require the presence of shares representing 2/3 of the share capital and affirmative votes of 2/3 of the shares represented in the meeting. The amendments to the Articles of Association violating the privileges established for Group A Shares herein shall not apply without the approval of the Special Assembly of Privileged Shareholders in accordance with the Article 454 of Turkish Commercial Code. 8)
Place of Meeting: General Assembly meetings shall convene at the Company’s headquarters or upon the decision of the Board of Directors at another suitable place of the city where the
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headquarters of the Company is located. |
ARTICLE 18: PRESENCE OF A MINISTRY REPRESENTATIVE AT THE MEETINGS |
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The presence of T.R. Ministry of Commerce Representative is necessary at both ordinary and extraordinary General Assembly meetings, and s/he has to sign the meeting minutes together with the relevant persons. General Assembly meeting decisions taken in the absence of the Ministry Representative and minutes which do not bear the Ministry Representative’s signature shall not be valid. |
ARTICLE 19: ANNOUNCEMENTS AND ANNUAL REPORTS |
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Announcements with regard to the Company shall be made in accordance with the provisions of Turkish Commercial Code, the capital markets legislation and other relevant legislation. The General Assembly meeting announcements shall be made within the periods specified under the applicable legislation, in accordance with Turkish Commercial Code, the capital markets legislation and the Capital Markets Board’s Corporate Governance Principles. The General Assembly meeting announcements shall be made at least three weeks before the date of General Assembly meeting, excluding the dates of announcement and meeting, in accordance with the procedures envisaged under the legislation. In addition to the requirements under all applicable legislation, the following matters shall be included in each annual report: · Information on attendance by members of the Board of Directors to Board of Directors meetings and committee meetings, on an individual basis, with respect to each fiscal year covered by the annual report · Detailed information on Board of Directors’ diversity policy, targets, measures and projected timeframes for achievement · Independent auditor fees, with respect to each fiscal year covered by the annual report Financial tables and reports required by the capital markets legislation and independent audit report, shall be disclosed to the public according to rules and procedures set forth by Turkish Commercial Code and the capital markets legislation. |
ARTICLE 20: FISCAL YEAR |
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The fiscal year of the Company begins on the first day of January and ends on the last day of December. |
ARTICLE 21: DETERMINATION AND DISTRIBUTION OF THE PROFIT |
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The periodic net profits shown in the annual budget after the deduction of all expenses and depreciation sums, amounts that are required to be set aside and taxes, which are required to be paid by or charged to the Company, from the revenues of the Company as determined by the end of the accounting term and after the deduction of the previous years’ losses shall be set aside as reserves or distributed in the order and principles as follows: General Statutory Reserve Fund: a) 5% shall be set aside as the statutory reserve fund until it reaches 20% of the issued share capital. |
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First Dividend: b)
First dividends shall be set aside from the remaining amount calculated by adding the amount of donation made within a year, if any, over the ratio set by General Assembly in line with the dividend distribution policy of the Company according to Turkish Commercial Code and the capital markets legislation.
c)
After the above amounts are set aside, the General Assembly may distribute dividends to the Board of Directors' members, employees of the Company, foundations and real and legal persons other than the shareholders.
Second Dividend: d)
The General Assembly is entitled to distribute as second dividends, wholly or partially, the remainder amounts after the deduction of the amounts stated in (a), (b) and (c) or to set aside this amount as a discretionary reserve fund according to Article 521 of Turkish Commercial Code.
e)
10% of the amount found after deducting dividend in the amount of 5% of the capital from the amount to be distributed to shareholders and other persons who participate in the profit, shall be added to general statutory reserve fund according to 2nd paragraph of Article 519 of Turkish Commercial Code.
Unless statutory legal reserves and dividend portion which is determined to be distributed to the shareholders by the Articles of Association or dividend distribution policy of the company are set aside, it may not be decided to set aside any other reserves, to carry profits to the next year, to distribute dividend to the members of the Board of Directors, employees of the Company, foundations and real or legal persons other than the shareholders; and any dividend may not be distributed to these persons unless the dividends determined to be distributed to the shareholders are paid in cash. Dividends shall be distributed equally to all current shares as of the date of distribution regardless of the dates of their issuance or acquisition. The procedures and dates of dividend distribution shall be decided by the General Assembly upon the Board of Directors’ proposal. Resolution of General Assembly regarding distribution of dividend which was taken pursuant to this Article of Association may not be revoked. The Company is entitled to distribute advance dividends in cash over the profit set out in the interim financial statements of the Company, in accordance with the conditions established by the capital markets legislation and other related legislation. In accordance with the relevant legislation, upon authorization of the board of directors by a general assembly decision, the Board of Directors may decide to or not to distribute advance dividend, and on the amount and timing of the advance dividend distribution. |
ARTICLE 22: RESERVE FUNDS |
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Reserve funds to be set aside by the Company shall be determined in accordance with the relevant provisions of Turkish Commercial Code and the capital markets legislation. Article 21 of the Articles of Association is reserved. |
ARTICLE 23: WINDING UP AND LIQUIDATION |
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The Company shall wind up upon the occurrence of one of the liquidation causes provided in the Turkish Commercial Code. The liquidation of the Company shall be triggered by the winding up of the Company. The provisions of the Turkish Commercial Code regarding issues such as the terms of assignment of the liquidators, their duties, responsibilities and how the liquidation will proceed shall apply. The General Assembly may give the liquidator(s) authority to sell all the Company business and assets including the immovable properties, separately or in bulk. |
ARTICLE 24: LEGAL PROVISIONS |
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The provisions of the Turkish Commercial Code, the Capital Market Law and related legislations shall be applicable to matters not covered by the Articles of Association. |
ARTICLE 25: BONDS AND OTHER SECURITIES |
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The Company may issue all kinds of debt instrument and other debt instruments in the nature of capital market instrument that it is possible to delegate authority to the Board of Directors to be sold to real or legal entities at home and abroad by the Board of Directors resolution and in accordance with Turkish Commercial Code, Capital Markets Law and the provisions of the other relevant regulations. Besides, the Company may issue bond that is possible to convert with the stock certificate by the Board of Directors resolution pursuant to the regulations of Capital Markets Board. |
ARTICLE 26: COMPLIANCE WITH CORPORATE GOVERNANCE PRINCIPLES |
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Compliance with the Capital Markets Board’s mandatory Corporate Governance Principles shall be ensured. Transactions and Board of Directors’ resolution taken in violation of the mandatory Corporate Governance Principles shall be deemed to be in violation of this Articles of Association. With regard to the transactions deemed as material within the context of implementation of Corporate Governance Principles, and related party transactions of the Company as well as for the transactions with respect to giving security interest, pledge and mortgage in favor of third parties, corporate governance regulations of Capital Markets Board shall be complied with. The Board of Directors of the Company shall establish Audit Committee, Early Risk Detection Committee, Corporate Governance Committee, Nomination Committee, Renumeration Committee and any other committee which may be required under the capital markets legislation from time to time without combining any of the aforementioned committees or assigning the duties of any committee to another. The Board of Directors shall adopt different charters concerning the rules of procedures of each committee which shall be approved with the unanimity of the votes of the Board of Directors to be effective. Adopted charters and any amendment on the same shall be publicly disclosed. The number and qualifications of independent board members who will be appointed to the Board of Directors shall be determined in accordance with the Corporate Governance Principles of the Capital Markets Board. The list of independent board members to be nominated for the election shall be prepared by the Board of Directors exclusively from amongst the candidates affirmatively assessed in the Nomination Committee report to have met the independence criteria and be submitted for approval of the Capital Markets Board. |
12
Exhibit 8.1
Consolidated Subsidiaries |
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Country of Incorporation |
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Name under which subsidiary or equity investee does business |
Turktell Bilişim Servisleri A.Ş. |
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Türkiye |
|
Turktell |
Superonline İletişim Hizmetleri A.Ş. |
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Türkiye |
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Turkcell Superonline |
Global Bilgi Pazarlama Danışmanlık ve Çağrı Servisi Hizmetleri A.Ş. |
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Türkiye |
|
Turkcell Global Bilgi |
Turkcell Satış A.Ş. |
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Türkiye |
|
Turkcell Satış |
Turkcell Teknoloji Araştırma ve Geliştirme A.Ş. |
|
Türkiye |
|
Turkcell Teknoloji |
Kule Hizmet ve İşletmecilik A.Ş. |
|
Türkiye |
|
Global Tower |
Turkcell Gayrimenkul Hizmetleri A.Ş. |
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Türkiye |
|
Turkcell Gayrimenkul |
Turkcell Finansman A.Ş. |
|
Türkiye |
|
Turkcell Finansman (or Financell) |
Turkcell Ödeme ve Elektronik Para Hizmetleri A.Ş. |
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Türkiye |
|
Turkcell Ödeme (or Paycell) |
Turkcell Dijital Sigorta A.Ş. |
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Türkiye |
|
Turkcell Dijital Sigorta |
Turkcell Sigorta Aracılık Hizmetleri A.Ş. |
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Türkiye |
|
Turkcell Sigorta |
Turkcell Enerji Çözümleri ve Elektrik Satış Ticaret A.Ş. |
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Türkiye |
|
Turkcell Enerji |
Lifecell Dijital Servisler ve Çözümler A.Ş. |
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Türkiye |
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Lifecell Dijital Servisler |
Lifecell TV Yayın ve İçerik Hizmetleri A.Ş. |
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Türkiye |
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Lifecell TV |
Lifecell Müzik Yayın ve İletim A.Ş. |
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Türkiye |
|
Lifecell Müzik |
Turkcell Dijital Teknoloji Satış A.Ş. |
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Türkiye |
|
Turkcell Dijital Teknoloji |
Turkcell Dijital İş Servisleri A.Ş. |
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Türkiye |
|
Turkcell Digital Business Services |
Boyut Grup Enerji Elektrik Üretim İnş. San. ve Tic. A.Ş. |
|
Türkiye |
|
Boyut Enerji |
Atmosware Teknoloji Eğitim ve Danışmanlık A.Ş. |
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Türkiye |
|
Atmosware or Atmosware Teknoloji |
TDC Veri Hizmetleri A.Ş. |
|
Türkiye |
|
TDC |
Sofra Kurumsal ve Ödüllendirme Hizmetleri A.Ş. |
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Türkiye |
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Sofra |
Turkcell Yeni Teknolojiler Girişim Sermayesi Yatırım Fonu |
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Türkiye |
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Turkcell GSYF |
Paycell LLC* |
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Ukraine |
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Paycell LLC |
CJSC Belarusian Telecommunications Network |
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Republic of Belarus |
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BeST |
Beltower LLC |
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Republic of Belarus |
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Beltower |
Lifetech LLC |
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Republic of Belarus |
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Lifetech |
Kıbrıs Mobile Telekomünikasyon Limited |
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Turkish Republic of Northern Cyprus |
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Kıbrıs Telekom |
Lifecell Digital Limited |
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Turkish Republic of Northern Cyprus |
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Lifecell Digital |
Turkcell Dijital Teknolojileri Limited |
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Turkish Republic of Northern Cyprus |
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Turkcell Dijital Teknolojileri |
East Asian Consortium B.V. |
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Netherlands |
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Eastasian |
Lifecell Ventures B.V. |
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Netherlands |
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Lifecell Ventures |
Yaani Digital B.V. |
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Netherlands |
|
Yaani |
BiP Digital Communication Technologies B.V. |
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Netherlands |
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BiP B.V. |
Paycell Europe GmbH |
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Germany |
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Paycell Europe |
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|
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Associates |
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|
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Türkiye’nin Otomobili Girişim Grubu Sanayi ve Ticaret A.Ş. |
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Türkiye |
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Türkiye’nin Otomobili (or Togg) |
* As of January 27, 2025, it was decided to liquidate Paycell LLC.
Exhibit 11.2
TURKCELL İLETİŞİM HİZMETLERİ A.Ş.
DISCLOSURE POLICY
I. Purpose and Scope
Turkcell İletişim Hizmetleri A.Ş. (the “Company”) regularly discloses information to the public in conformity with the regulations of the Capital Markets Board (“CMB”), the Borsa Istanbul (“BIST”), the Securities and Exchange Commission (the “SEC”), and the NYSE Euronext (“NYSE”). The purpose of Turkcell’s Disclosure Policy is to ensure an active and transparent communication which is complete, fair, correct, timely, clear, and cost‐effectively and equally accessible to all stakeholders including shareholders, investors, employees and customers in accordance with the regulations to which the Company is subject. However, in accordance with these regulations, the Company may choose to refrain from disclosing certain confidential information in circumstances in which disclosure would be prejudicial to the Company’s confidential business matters and interests.
II. Authorization and Responsibilities
The Company’s Disclosure Policy is established and operated under the authority of the Company’s Board of Directors. The Board also reserves the authority to amend the Disclosure Policy from time to time in accordance with applicable regulations. The Disclosure Policy and any amendments thereto are to be published on the Company website upon their approval by the Board of Directors.
The responsibility to maintain and monitor this Disclosure Policy is incumbent on the Company’s Investor Relations Division.
III. Disclosure Methods and Means
Disclosure methods and means utilized by our Company under this Disclosure Policy are as follows:
-Periodically disclosed financial reports, auditor reports and views
-Interim and Annual reports
-Company website (www.turkcell.com.tr)
-Public disclosures on material events
-Notifications and announcements published in the Trade Registry Gazette
-Communication tools such as conference calls, telephone, e-mail, and fax
-Social Media
As a result of the registration of its shares as American Depositary Shares (“ADSs”) under U.S. securities laws, and the listing of its ADSs on the NYSE, Turkcell is required to file an Annual Report on Form 20‐F in accordance with SEC regulations, and publishes, or provides a link to such document on the Company website.
1
In addition, English translations of public disclosures that are made by the Company according to CMB regulations, interim and annual financial statements prepared in accordance with international financial reporting standards (IFRS) published by the International Accounting Standards Board, are presented to the SEC and announced to the public through our company website. Additionally, on a quarterly and annual basis, the analysis of financial and operational results, including forward-looking statements that are prepared in accordance with the related regulation, are announced to the public both in Turkish and English in accordance with SEC and CMB regulations.
IV. Related Matters on Reports and Presentations Used in Conferences and/or Press Meetings
Information requests by shareholders, investors and analysts are handled by the Investor Relations Division, and communicated in written or verbal format, or else at meetings, within the framework of publicly available information.
Press releases, news agencies, press meetings or other communication tools may be utilized for announcing information or forward-looking statements that require public disclosure. Public disclosure shall also be made beforehand or simultaneously with these announcements according to related CMB and SEC regulations.
Press releases may be distributed through respectable and reliable news agencies such as Reuters and Bloomberg and also posted on the Company website.
Following the release of interim and annual results, teleconferences are organized in order to facilitate public discussion with analysts and investors, as well as to answer their questions. The presentations used for these teleconferences are posted on the Company website. The Company and its representatives may from time to time participate in national and international conferences or meetings held for the purpose of sharing information with investors and analysts. Presentations used at such meetings are published on the Company website.
V. General Assembly Meeting
The Company makes disclosures regarding General Assembly Meetings, in accordance with local and the international capital market regulations to which it is subject, as well as its Articles of Association. The Company answers questions raised by shareholders at the General Assembly Meeting, as long as questions do not pertain to confidential Company matters, during the meeting. Questions that do not pertain to the Company’s confidential matters, and that could not be answered at the General Assembly Meeting, shall be responded to in accordance with this disclosure policy and related regulations.
2
VI. Related Matters on Monitoring and Making the Necessary Announcement Regarding News and Rumors about the Company Reported in the Media or on Websites
The Company monitors the news and rumors related to it reported in national or international media in accordance with its media monitoring procedure. In case of the existence of news or rumors that are new to the public, or else misinterpreted by the agencies, the Company evaluates the impact of these on the value and price of the Company shares or investment decision of investors in accordance with Company procedures, and public disclosures may be made if deemed appropriate or necessary by the Company.
The Company may prefer to comment on news and rumors reported in the press in situations where it has no obligation to make such public disclosure. These comments may be made through verbal or written communication with the press and/or the Company website.
The Company undertakes no obligation to make an announcement to the public to confirm the accuracy or adequacy of comments, analysis, or expectations published in the press, or on any other communication platforms regarding the publicly available information.
VII. Related Matters on Protection of the Confidentiality of Inside Information
For the purposes of this Disclosure Policy, what we refer to as “Inside Information” is defined as information, events or developments regarding the Company that have not been made public and which may affect the value and price of publicly‐traded securities issued by the Company and the investment decisions of investors.
Turkcell implements a “Quiet Period” prior to the announcement of its quarterly results. During the Quiet Period, the Company’s officials may not make any comment on or answer questions on behalf of the Company about operations, financial performance or financial outlook of the Company except for the publicly available information. The quiet period commences three weeks before the announcement of the year‐end results and two weeks before the announcement of the interim results and continues until the announcement date.
Turkcell implements a “Blackout Period” during which the employees of the Company are not entitled to purchase or sell Turkcell securities or any derivative instruments related to such securities, whether physically settled or cash settled.
Black-out period commences for the persons having regular access to the inside or ongoing information following the end of fiscal period for the preparation of the financial statements and audited financial reports, and ends after two trading days in BIST after the announcement of the results for the related period. For Company employees not having regular access to the inside or ongoing information, black- out period commences one week before the quite period and ends after two trading days in BIST after the announcement of the results.
3
The public disclosure of Inside Information may be postponed in order to prevent any damage to the legitimate interest of the Company, in accordance with Company procedures, as long as it does not mislead the investors and keeps this information confidential. In such cases, the Company shall implement measures in order to ensure the confidentiality of inside information as defined in the capital market regulations and Company Procedures.
The Company, through its internal procedures, informs the management and employees of the liabilities defined in applicable legislations and regulations on inside information, as well as the sanctions regarding misuse and improper distribution of such information. Those individuals having access to inside information are informed within the framework of internal procedures and agree on their liabilities in accordance with legislations and regulations and sanctions regarding the misuse and improper distribution of such information.
VIII. Related Matters on Identifying Persons Having Executive Responsibility
“The persons having executive responsibility” are defined as the members of the Board of Directors, as well as those persons having regular access to inside information related to the Company directly or indirectly, and that hold the authority to make executive decisions affecting the future development and business objectives of the Company.
Persons having executive responsibility are defined as the Company’s Board of Directors and Executive Management.
IX. Related Matters on Announcing the Forward‐Looking Statements
The Company’s expectations and targets may be disclosed to the public in accordance with capital market regulations.
Forward-looking statements are based on reasonable assumptions and forecasts. Forwardlooking statements may be deviated from due to unforeseeable risks and developments. In the event of any such deviation, a public disclosure is made which includes reasons behind the deviation between realization and expectation.
The Company CEO is authorized by the Board of Directors to disclose forward-looking statements.
Forward-looking statements, in accordance with capital market regulations, may also be disclosed through news agencies, press meetings, national or international conferences, meetings, or other communication platforms in addition to Company announcements.
The Investor Relations Division is responsible for inquiries regarding the implementation of the principles and procedures of this policy.
4
INFORMATION ON BREACH OF CONFIDENTIALITY OF INSIDE
INFORMATION - SANCTIONS
BASIS: The Capital Market Law No. 6362 dated December 06th 2012 (“CMB”) and the Material Events Communiqué No. II-15.1 (“Communiqué”) and other related secondary regulations of the Capital Market Board (“CMB”).
OBJECTIVE: To take necessary measures to ensure that those who have access to internal information relating to Turkcell İletişim Hizmetleri A.Ş. (“Company”) accept the liabilities provided in the Law and other applicable regulations on inside information and are aware of the sanctions concerning misuse or dissemination of such information.
DEFINITIONS:
a. |
Inside Information: Refers to information, events or developments that may have effect on value or price of any capital market instrument or investment decisions or investors. |
Inside information includes, but not limited to annual and interim financial statement preparatory works until disclosed to public; related meetings and discussions held; reports, submissions or drafts of the Board of Directors submitted to the Board of Directors, to the Audit Committee, to Internal Audit or top management regarding various dividend distributions, tenders, projects or lawsuits which are not disclosed to public yet; any potential change in the Company policies; merger or takeover projects, investment and other similar projects as well as information on internal reorganization; any change in the activity area of the Company; and any change in top management staff of the Company.
b. |
Continuous Information: Refers to all information, events and developments falling out of the definition of inside information. |
c. |
List of Insiders: Insiders (“Insiders”) consist of (i) those individuals working for or affiliated with the Company through a labor contract or otherwise and (ii) those who have regular access to inside information. Persons having administrative responsibility, as defined below (“PHARs”) are considered having access to inside information under this Communiqué. |
d. |
PHARs include: |
1) |
Members of the board of directors of Company; and |
2) |
Those persons having regular access to inside information related to the Company directly or indirectly and who hold the authority to make executive decisions affecting the future development and business objectives of the Company. |
The Company considers that PHARs include the members of its Board of Directors and its executive management.
We hereby inform you that, if you have received this document, you are a person included in the Company's “List of Insiders.” In accordance with the provisions of the applicable regulations, the List of Insiders has been sent to the Central Registry Agency to be maintained and submitted upon request of the CMB and/or BİST (Borsa İstanbul).
1
SCOPE:
Insiders who have Inside Information or Continuous Information before necessary explanations are made to public according to the regulations have to maintain confidentiality of such information.
Any breach of the duty to maintain confidentiality of Inside Information or Continuous Information until publicized shall lead to criminal and administrative sanctions.
The concept of Inside Information is associated with the crime of “Information Abuse (insider trading)”. As per provision of Article 106 of the Capital Market Law, giving any purchase or sale order for related capital market instrument or changing or cancelling any order given based on any information which may affect price or value of related capital market instruments or decisions of investors and are not disclosed to public yet and providing advantage to himself/herself or any other person in this way constitute “Information Abuse.”
Directors of the Company or directors of its affiliates or its parent companies committing such act, those who have such information because of being a shareholder of the company or its affiliates or its parent companies, those who have such information as required by performance of their job, occupation or duty, those who obtain such information by committing a crime, and those who know, or if proved, should have known that such information has the nature specified in the law, shall be sentenced to prison from three to five years or to a punitive fine. However, in case of being sentenced to a punitive fine due to such crime, such fine may not be less than two times the benefit provided.
On the other hand, as per the Market Abuse Communiqué No. VI-104.1 of the CMB, in the event that a related capital market instrument is traded by those who receive Inside Information or Continuous Information directly or indirectly from those who have such information, before such information is disclosed to public according to the regulations, disclosure of such information to other people by those who have such information is considered a market abusive act.
As per this Communiqué, trading of related capital market instruments by those who have inside information or continuous information, or their spouse or children or other people that live together in the same house, within the time frame starting from the day following the end of any fiscal period for which financial statements and reports as well as independent audit reports are issued by the Company to the day when such statements and reports are disclosed to public according to the regulations, is considered a market abusive act.
Trading of related capital market instruments by Insiders who have Inside Information or Continuous Information, or their spouse or children or other people that live together in the same house, within the time period from finalization of Inside Information or Continuous Information to their publication according to the regulations, is considered to be a market abusive act.
As per provisions of Article 104 of the Capital Market Law, any act or action which cannot be explained with a reasonable economic or financial reason and can cause harm to the operation of the stock market or other organized markets with confidence, openness and stability shall be considered a market abusive act unless it constitutes a crime. Those who commit a market abusive act as defined by the Board shall be imposed a punitive fine determined annually by the Board. However, if any benefit has been derived therefrom, the punitive fine to be imposed may not be less than two times such benefit.
2
In addition, per the provisions of Article 103 of the Capital Market Law, individuals who violate the regulations constituting the basis for this Law, standards and forms defined, and general and special decisions made by the Board, shall receive an administrative fine determined annually by the Board. However, in the event any benefit has been derived from such breach, such administrative fine may not be less than two times such benefit.
In addition to administrative and criminal sanctions, breach of confidentiality of Inside Information also violates the rules required to be followed under the Company’s Code of Business Conduct. If such a contradiction is identified and proven, written warning and/or termination of the labor contract shall be applied, depending on the nature and severity of such act.
In the event that inside information comes to knowledge of those who have 10% or more shares in total voting rights or in the capital of the Company directly or indirectly or who have 10% or more preferred shares which grant the right to elect or nominate board members regardless of the said ratio, other than knowledge of the Company, such inside information shall be disclosed to public, save for the case where a request to use the right to postpone is notified to the Company by the relevant people. Any breach of this liability can also be subject to criminal and administrative sanctions depending on the nature and severity of such act.
Additional Procedures Applicable to Section 16 Reporting Requirements
The Company's directors and senior members and certain other individuals who are deemed to be “directors” or “officers” of the Company (“Reporting Persons”) for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended and related rules and regulations (the “Exchange Act”) are required to comply with the reporting requirements thereunder with respect to their beneficial ownership of the Company's equity securities.
Before any Reporting Person may purchase or sell any equity securities of the Company, he or she is required to notify the Corporate Governance & Capital Market Compliance Directorate one business day prior to any such planned transaction in accordance with the Company's “Procedure for Public Disclosure of Share Transactions/ Ownership.”
The obligation to file reports under Section 16(a) of the Exchange Act, and to otherwise comply therewith, is personal to each Reporting Person. The Company is not responsible for the failure to comply with the requirements under Section 16(a) of the Exchange Act.
For more details, you can contact Corporate Governance & Capital Market Compliance Directorate of the Company.
3
Exhibit 12.1
CERTIFICATION
I, Ali Taha Koç, certify that:
1. |
I have reviewed this annual report on Form 20-F of Turkcell İletişim Hizmetleri A.Ş.; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; |
4. |
The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: |
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) |
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) |
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and |
5. |
The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s Board of Directors (or persons performing the equivalent functions): |
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and |
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting. |
By: |
/s/ Ali Taha Koç |
|
|
Ali Taha Koç |
|
|
Chief Executive Officer |
|
|
|
|
Date: |
April 17, 2026 |
|
1
Exhibit 12.2
CERTIFICATION
I, Kamil Kalyon, certify that:
1. |
I have reviewed this annual report on Form 20-F of Turkcell İletişim Hizmetleri A.Ş.; |
2 |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; |
4. |
The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: |
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) |
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) |
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and |
5. |
The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s Board of Directors (or persons performing the equivalent functions): |
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and |
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting. |
By: |
/s/ Kamil Kalyon |
|
|
Kamil Kalyon |
|
|
Chief Financial Officer |
|
|
|
|
Date: |
April 17, 2026 |
|
1
Exhibit 13.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Turkcell İletişim Hizmetleri A.Ş. (the “Company”) on Form 20-F for the period ending December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certify that to the best of our knowledge:
1. The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
By: |
/s/ Ali Taha Koç |
|
Name: |
Ali Taha Koç |
|
Title: |
Chief Executive Officer |
|
|
|
|
Date: |
April 17, 2026 |
|
By: |
/s/ Kamil Kalyon |
|
Name: |
Kamil Kalyon |
|
Title: |
Chief Financial Officer |
|
|
|
|
Date: |
April 17, 2026 |
|
1