PDP

GÜBRE FABRİKALARI T.A.Ş.

GUBRF

Publish Date

15.09.202619:55:08

Disclosure Type

Year

2026

Period

6 Months

Notification Attachments (2)

Gübretaş_Rapor_SPK_30062026_TR.pdf Gubretas_Report_CMB_30062026_ENG.pdf

Financial Report

Notification Attachments (2)

Gübretaş_Rapor_SPK_30062026_TR.pdf Gubretas_Report_CMB_30062026_ENG.pdf

Notifications Financial Statements Corporate Actions

PDF

WORD

EXCEl

Independent Audit Firm	Audit Type	Opinion Type
DENEYİM BAĞIMSIZ DENETİM VE DANIŞMANLIK A.Ş.	Review	Qualified Opinion

CONVENIENCE TRANSLATION INTO ENGLISH OF INDEPENDENT AUDITOR'S REVIEW REPORT ORIGINALLY ISSUED IN TURKISH

INDEPENDENT AUDITOR'S REVIEW REPORT ON THE

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

To the Board of Directors of

Gübre Fabrikaları Türk Anonim Şirketi

Introduction

We have reviewed the accompanying interim condensed consolidated statement of financial position of Gübre Fabrikaları Türk Anonim Şirketi ("the Company") and its subsidiaries (collectively referred as "the Group") as at 30 June 2026 and the interim condensed consolidated statements of profit or loss and other comprehensive income, consolidated changes in equity and consolidated cash flows for the six-month period then ended and the explanatory notes. Group management is responsible for the preparation and presentation of these interim condensed consolidated financial statements in accordance with Turkish Accounting Standard 34, Interim Financial Reporting ("TAS 34"). Our responsibility is to express a conclusion on these interim condensed consolidated financial statements based on our review.

Scope of Review

We conducted our review in accordance with the Standard on Review Engagements ("SRE") 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity. A review of interim condensed consolidated financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing, the objective of which is to express an opinion on the financial statements. Consequently, a review of the interim financial information does not provide assurance that the audit firm will be aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Basis for Qualified Conclusion

The component auditor expressed a qualified conclusion in its review report dated 22 August 2026 on the financial statements as of 30 June 2026 of Razi Petrochemical Co. ("Razi"), a subsidiary of the Group operating in Iran and consolidated in the accompanying interim condensed consolidated financial information. As explained in Note 3, a lawsuit was filed against Razi before a local court due to alleged excess gas consumption in prior periods, and Razi objected to the claim. According to the decision notified on 19 March 2025, the Group's appeal was dismissed and the local court decision ordering the payment of USD 59.379.352 was upheld by the appellate court. As of the date of this report, Group management recognised a provision of TL 931.102.000, corresponding to USD 20.000.000, in respect of the amount ordered to be paid. Had the additional balance of USD 39.379.352 corresponding to TL 1.833.309.670 been recognised, the Group's other current provisions as of 30 June 2026 would have increased by TL 1.833.309.670, the loss for the period from discontinued operations would have increased by TL 143.033.682, and total equity would have decreased by TL 1.833.309.670.

The Group has accounted for its subsidiary Razi starting from 30 June 2025 in accordance with TFRS 5, Non-current Assets Held for Sale and Discontinued Operations as explained in detail in Note 3. Following the fulfilment of the criteria stipulated by TFRS 5, the assets related to this subsidiary were classified as "Assets classified as held for sale", its liabilities as "Liabilities classified as held for sale", and the related profit or loss as "Profit/(loss) for the period from discontinued operations". Under TFRS 5, a non-current asset classified as held for sale is measured at the lower of its carrying amount and fair value less costs to sell. As of 30 June 2026, the Group did not perform a fair value assessment for Razi. Consequently, we were unable to determine whether any impairment should have been recognised for the subsidiary, which is carried in the condensed consolidated financial statements as of 30 June 2026 with total assets of TL 14.092.220.888 and total liabilities of TL 7.482.689.463 (net assets of TL 6.609.531.425).

Petro Saman Avaran Razi, a subsidiary of Razi, which should be consolidated in the accompanying condensed consolidated financial statements as of 30 June 2026, has not been included in the consolidation. The effect of any adjustment that may be required as a result of this matter could not be determined.

The consolidated financial statements of Arya Phosphoric Co., a subsidiary of Razi, which is consolidated in the accompanying condensed consolidated financial statements as of 30 June 2026 have not been audited and the results that might have arisen had they been audited could not be determined as of the date of this report. The effect of any adjustment that may be required as a result of this matter could not be determined.

Emphasis of Matters

Military hostilities began in Iran and neighbouring Gulf countries in March 2026. On 4 April 2026, attacks on the industrial zone in Iran's Khuzestan region damaged the electrical units at the facilities of the Group's subsidiary Razi where petrochemical facilities are located, temporarily halting production. As further explained in Note 3, based on the information currently available, it is stated that the facilities sustained no significant physical damage other than the damage described above and that production had resumed as of the date of this report. The effects of these developments on Razi's financial position and results of operations cannot be reliably estimated.

As explained in Note 13, following the withdrawal of the United States of America from the Joint Comprehensive Plan of Action ("JCPOA") in 2018, sanctions on trade in Iran's oil, petroleum products and petrochemical products were reinstated. In addition, on 28 September 2025 the United Nations Security Council decided to reinstate previously lifted sanctions and on 18 October 2025 Iran's Ministry of Foreign Affairs announced that all provisions of the JCPOA had expired. As a result of these developments, economic and financial conditions in Iran involve significant uncertainties and the Group's subsidiary operating in Iran is exposed to risks that are not generally encountered in other markets. The accompanying condensed consolidated financial statements include Group management's assumptions regarding the effects of the sanctions in force as of the reporting date on the subsidiary's operations and financial position. Future economic conditions in Iran may differ materially from these assumptions.

Due to the sanctions imposed on Iran, exporters in Iran encounter various difficulties in making such sales. Iran-based exporters are required to obtain approval from the Central Bank of Iran and other authorised bodies; if such approval is not obtained, these entities are unable to benefit from tax exemptions arising from exports.

As explained in Note 13 to the consolidated financial statements, legal proceedings regarding the cancellation of the title deed of the Group's property located in İskenderun, Hatay, with a net book value of TL 715.857.344 as at 30 June 2026, and its deregistration in favour of the public are ongoing as of the date of this report. Based on the opinion of its legal counsel the Group's management has not recognized a provision in the consolidated financial statements in respect of this matter.

We draw attention to Note 17, which states that the Group made 75% of its sales to related parties (30 June 2025: 79%) and that approximately 98% of its trade receivables consist of trade receivables from related parties (31 December 2025: 99%).

The matters stated above do not affect our qualified conclusion.

Qualified Conclusion

Based on our review, except for the possible effects of the matters described in the Basis for Qualified Conclusion paragraph, nothing has come to our attention that causes us to believe that the accompanying interim condensed consolidated financial information are not prepared, in all material respects, in accordance with TAS 34, Interim Financial Reporting.

Ankara, 15 September 2026

Deneyim Bağımsız Denetim ve Danışmanlık A.Ş.

A Member of Nexia International

Harun Aktaş

Sorumlu Denetçi, YMM

Presentation Currency	TL
Nature of Financial Statements	Consolidated

Presentation Currency	TL
Nature of Financial Statements	Consolidated

Presentation Currency	TL
Nature of Financial Statements	Consolidated

Presentation Currency	TL
Nature of Financial Statements	Consolidated