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20-F2026-04-30· qwen-plus

HEPS · D-Market Elektronik Hizmetler ve Ticaret A.S.

0001104659-26-053195

SEC filing

Summary

FY 2025 was defined by severe macroeconomic pressure in Türkiye and strategic investment decisions, resulting in significant operating losses and net income erosion — yet underpinned by resilient cash generation from operations and a foundational ownership transition.

Key takeaways

Full analysis

Management Discussion of Financial Condition and Results of Operations

The Company’s FY 2025 results reflect the compounding effects of Türkiye’s macroeconomic environment — particularly inflationary pressures, monetary tightening, and energy cost volatility — alongside deliberate strategic choices. Management explicitly links rising oil prices to higher delivery costs, noting that a protracted increase would further strain operating expenses. This dynamic is embedded in our cost structure, given that shipping and packaging expenses correlate directly with order volume and fulfillment center utilization.

Business Drivers and Consumer Behavior

Consumer demand was materially affected by both macroeconomic policy and external events. An increasingly orthodox monetary policy has curtailed, and is expected to continue curtailing, demand — adversely affecting order growth. Separately, the earthquakes caused a temporary but material decline in platform demand and order volume, especially during the immediate aftermath. These factors contributed to a compression in average order value, as customers shifted toward lower-ticket non-electronics items amid diminished purchasing power — a trend acknowledged in the filing’s explanation of GMV composition.

Strategic Investments and Capital Structure

The Company executed a transformative Change of Control in January 2025, with Kaspi.kz assuming majority ownership. This event led to the termination of the dual-class share structure and initiated broader governance realignment. Concurrently, the Company advanced its growth strategy through targeted performance marketing investments beginning in the second half of 2025 — a decision reflected in the notable increase in advertising expenses. These initiatives were undertaken despite headwinds, signaling continued commitment to market positioning and long-term scale.

Financial Performance and Risk Exposure

Net loss for the year was significantly influenced by large-scale monetary gains and financial expenses — a direct consequence of Türkiye’s high nominal interest rate regime. While these items are non-operational in nature, they dominate the bottom line and illustrate how sovereign financial conditions permeate corporate earnings. The Company also faces regulatory exposure, including potential cost increases and supply chain disruption from CAATSA-related restrictions, as well as tariff implications for cross-border commerce via HepsiGlobal. Liquidity remains anchored by strong operating cash flow generation, supported by active working capital management — notably the expansion of trade payables and reduction in inventory levels — which funds ongoing operations without reliance on external liquidity sources at this stage.