A new company is joining the real estate sector, one of Borsa İstanbul’s largest segments. Although real estate breaks down into various sub-sectors, this particular company is a professional portfolio management firm that acquires land to develop large-scale logistics, commercial, and residential projects, collects regular rental income from completed properties, and generates value for its shareholders by expanding the worth of these investments.

It does not handle construction directly in-house; rather, it focuses on management. Looking at its two revenue streams—project developments and rental income—the company handles property sales itself once construction is complete. Examining its turnover, 90% of revenue comes from property sales, while 10% comes from rental income. Taking a broad look at the company’s rent-generating assets, it covers virtually every property type in real estate—including student dormitories, hotels, retail shops, and residential units—all of which are located in Istanbul.

Earthquake Risk and Ownership Structure

With all of its properties located in Istanbul, earthquake risk emerges as a significant concern, much like in our previous analysis of Albayrak Hazır Beton. However, since rental income accounts for only 10% of total revenue, I lean toward the view that an earthquake—coupled with insurance payouts—would not have a major catastrophic impact on the company’s overall top line.

Looking at the ownership structure, we encounter a familiar founder-and-family dynamic common in many IPOs. Two-thirds of the shares belong to Fatih Sağlam, and one-third belongs to Adnan Sağlam (which will change post-IPO). On a positive note, the IPO is being conducted entirely through capital increases—with zero selling by existing shareholders—offering a 25% free float. The total IPO size stands at 2.1 billion TRY.

While a 25% free float feels slightly high to me, the fact that the IPO consists entirely of capital increases is a major positive. Having only two partners—and a heavy concentration of voting power in one—isn’t my favorite dynamic, but it does indicate smooth sailing from a bureaucratic standpoint. I don’t foresee managerial bottlenecks regarding key strategic decisions made by the founders; structures like this tend to be less susceptible to external disruption.

Price Stabilization and Use of Proceeds

For price stabilization, 15% of the IPO proceeds have been set aside for a 30-day period. While a 15% allocation isn’t unreasonable, 30 days feels overly lengthy—as I always maintain, 10 to 15 days would have been more than sufficient. We’ve seen similar ratios in other companies, but locking it in for 30 days here seems needlessly drawn out. A total of 315 million TRY is earmarked for price stabilization. Should stabilization occur in full, net proceeds entering the company’s coffers will be roughly 1.7 billion TRY.

Post-IPO ownership structure is organized as follows:

  • Fatih Sağlam: 50.00%
  • Adnan Sağlam: 25.00%
  • Free Float: 25.00%

Another element I find positive about this company is its use of proceeds plan. Between 90% and 100% of the capital is allocated toward project financing, while the remaining 0% to 10% is slated for working capital and debt repayment. Providing percentage ranges rather than exact figures for such small amounts is less than ideal, but reserving up to 10% for working capital shows that management is building in a cushion for safety.

Looking at investments—the core pillar of the allocation plan—funding is distributed across four distinct projects, all located in Istanbul. Since the company delegates physical construction to contractors, the bulk of these funds will cover contractor progress payments and advance payments. Under normal circumstances, each project should be analyzed individually to calculate projected costs. While I don’t go into that level of granular detail for a standard IPO review, I will note: investors who wish to do so can break down each project and estimate cost structures. I believe such deep dives are essential when buying a business outright, but whether to perform them here is up to each individual investor.

The key projects include:

  • Bakırcı Ömerli Logistics Center Project (Arnavutköy)
  • Motim İstoç Commercial Center Project (Bağcılar)
  • Bakırcı Zenit Topkapı Project (Zeytinburnu)
  • Bakırcı Kaya Residence Project (Zeytinburnu)

Financial Position and Debt Structure

Turning to the financial statements, the company is best categorized as a fixed-asset-heavy business. While it holds a modest cash buffer to manage short-term liquidity, its primary strength lies in non-current assets. Current assets stand at 78 million TRY, 50 million TRY of which consists of inventory. For a company of this scale, it’s fair to say there is virtually no cash in the treasury. However, for an asset-light management entity with only 12 employees, current assets aren’t particularly critical; in this sense, the firm resembles an investment fund. Operational overhead for this structure is low, and liquidity can easily be managed using IPO proceeds—even with the current 12-person headcount.

Non-current assets, on the other hand, amount to 7.5 billion TRY. Of this total, 500 million TRY consists of inventory, while the remaining 7 billion TRY comprises investment properties. For this specific business model, it is more accurate to view these investment properties effectively as inventory. The company generates revenue as developments are completed, outsourcing physical construction to third-party contractors and taking a cut of sales. In superstructure projects, general contractors handling construction directly typically capture higher gross margins due to direct cost controls, whereas a company that delegates construction operates more like a secondary distributor. As a result, I expect gross profit margins to remain modest. Still, total inventory effectively sits at around 7.5 billion TRY.

Short-term liabilities stand at 325 million TRY and remain manageable. Even if the company ran into trouble, it has enough asset backing to service these obligations not through current assets, but by liquidating a fraction of its real estate portfolio—even at a discount if necessary.

On the long-term liabilities side, a deferred tax liability of 1.945 billion TRY stands out, showing a steady upward trend over the years. Since other balance sheet items present little concern, this sizeable line item warrants a closer look. Having not spent extensive time covering the REIT sector, this accounting treatment stems from roughly 1.915 billion TRY in inflation adjustments applied to investment properties. This entry is an accounting adjustment based on inflation adjustments made prior to property sales, meaning the actual tax liability will crystallize only as properties are sold. Consequently, it carries no immediate cash drag or negative operational impact. For now, total equity can be estimated between 7 and 7.5 billion TRY.

Revenue Structure, Valuation, and Conclusion

Looking at the revenue stream, the non-standard business model causes top-line results to fluctuate significantly: in years without major completions, revenue remains low or even turns negative, while surging in years with heavy property deliveries.

To reiterate, 90% of revenue stems from property sales and 10% from rentals. On the sales side, a lean 12-person core team orchestrates project development like conductors, contracting out physical build-outs and timing inventory sales to match market conditions.

The 10% IPO discount rate might seem slim at first glance, given that market practice typically sees discounts in the 20%, 25%, or 30% range. However, when factoring in the company’s 7 to 7.5 billion TRY in equity alongside the net 1.7 to 2.1 billion TRY cash injection from the IPO, a baseline valuation range of 8.5 to 9.3 billion TRY appears reasonable. Taking the upper bound of 9.3 billion TRY makes the 10% discount mathematically sound; at the lower bound of 8.5 billion TRY, the post-IPO market cap of 8.637 billion TRY lands right on target. In short, the company is being priced essentially at fair value.

The company’s long-standing track record in project execution serves as a distinct value-add. Despite tight monetary policy, the rally in spot gold and the rotation of an estimated $300–400 billion in off-system physical gold into real estate helped sustain strong property sales through 2025.

From a purely structural standpoint, however, I don’t see a high-margin, scalable powerhouse. While a lean 12-person operational structure offers great flexibility during down cycles, it acts as a double-edged sword by capping long-term growth capacity. Given that the business model relies on developing capital-intensive, multi-year projects, modeling upside and downside trajectories is fairly straightforward. That said, I don’t see enough operating leverage here to generate outsized returns. On the flip side, barring major management missteps or severe macroeconomic shocks, I also don’t anticipate a sharp contraction.

Ultimately, this risk-reward profile must be weighed against its valuation. Given the business model, we are looking at a linear trajectory where upside potential is constrained, but downside risk is equally contained. For a company like this to become genuinely compelling, the IPO price would need to offer a significant margin of safety. Since the current pricing values the business close to fair value, I don’t believe it offers sufficient return potential to justify the underlying risk. Thus, while I view the operational framework favorably, at this price point, it doesn’t offer compelling value for my investment strategy.

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