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Item 5 — Management's Discussion and Analysis
D-Market Electronic Services & Trading · 20-F · FY 2025 · Period ended Dec 31, 2025
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You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our audited consolidated financial statements and the related notes included elsewhere in this annual report. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in the “Risk Factors” section of this annual report. Actual results and the timing of certain events could differ materially from those contained in any forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements” for more information.
The discussion below relates to our consolidated financial condition and results of operations for the years ended December 31, 2025, 2024 and 2023, and year-to-year comparisons between 2025 and 2024, as well as 2024 and 2023.
Overview
We believe we are one of the leading commerce platforms in Türkiye and as of December 31, 2025, we had approximately 11.8 million Active Customers and approximately 102.0 thousand Active Merchants. We believe that we offer a compelling value proposition, both for our consumers and for our merchants, exemplified by services such as our loyalty program, our last-mile delivery services and our diverse payment and affordability solutions.
Since the launch of our Marketplace in 2015, Hepsiburada has become a trustworthy partner for merchants in Türkiye by providing comprehensive end-to-end solutions that empower merchants to thrive in the digital marketplace. In 2025, our 3P-based Marketplace model accounted for approximately 68% of our GMV, compared to 70% in 2024 and 67% in 2023, following the successful transformation of Hepsiburada from a 1P-based Direct Sales only business to its current hybrid 1P- and 3P-based model.
We believe powerful network effects are created by our leading brand, hybrid commerce model with a unified 1P- and 3P-based catalogue, and strong customer and merchant value propositions. In addition, our proprietary data and insights collected over more than 25 years enable us to understand the needs of our customers and merchants and help us develop new services, expand into new verticals, and continuously innovate and strengthen our value proposition reinforcing the network effect.
Our large, fast and scalable logistics network has been critical to our success and we have been continuously focusing on improving our logistics capabilities and offerings. We have a robust operational footprint enabling fast delivery and merchant integration. For more information on our operational footprint, see “—Efficiency of our Logistics Infrastructure.”
We are a technology-driven company and have invested heavily in developing our own highly scalable proprietary technology to support the large order volumes generated on our platform. Our in-house developed IT infrastructure is central to our ability to execute our business strategy and provide a seamless experience for our merchants and customers with our single mobile app that connects our offerings and services.
Our revenues increased by 13.4% to TRY 84.7 billion in the year ended December 31, 2025, from TRY 74.7 billion in 2024 (TRY 67.2 billion in 2023). Our GMV increased by 4.3% to TRY 257.5 billion in the year ended December 31, 2025, from TRY 246.9 billion in 2024 (TRY 220.3 billion in 2023). The 4.3% GMV increase was fueled by a 9.5% increase in the Number of Orders, partially offset by a 4.7% decrease in Average Order Value due to the decrease in consumer purchasing power and to the higher share of low-ticket items in non-electronics in 2025 compared to 2024.
For the year ended December 31, 2025, we had a net loss of TRY 5,699.2 million compared to a net loss of TRY 2,100.7 million for the year ended December 31, 2024. The TRY 3,598.5 million negative change was mainly due to a TRY 2,300.9 million increase in net financial expenses and fees (net of financial income) relating to higher fees for collection of credit card receivables due to higher numbers of installments in the market and a TRY 1,688 million increase in advertising expenses due to investments relating to our growth strategy, partially offset by a TRY 711.5 million increase in monetary gain. For the year ended December 31, 2024, we had a net loss of TRY 2,100.7 million compared to a net income of TRY 142.8 million for the year ended December 31, 2023. The TRY 2,243.5 million negative change was mainly due to a TRY 3,878.5 million increase in net financial expenses and fees (net of financial income), which was partially offset by a TRY 1,392.3 million reduction in operating losses and a TRY 242.8 million increase in monetary gains. We had net cash provided by operating activities of TRY 11,284.4 million, TRY 7,457.8 million and TRY 9,485.2 million and Free Cash Flow of TRY 8,877.0 million, TRY 4,845.5 million and TRY 7,319.1 million, in each case for the years ended December 31, 2025, 2024 and 2023, respectively.
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Key Factors Affecting Our Financial Condition and Results of Operations
General
Our performance and results of operations have been, and we believe will continue to be, affected by a number of key factors, including but not limited to the following:
● the market landscape in Türkiye, including macroeconomics, demographics and competition;
● inflation and hyperinflation;
● the regulatory environment in e-commerce;
● retention and engagement of our customers while growing the customer base;
● number of merchants and the product assortment offered on our platform;
● efficiency of our logistics infrastructure;
● our ability to leverage our growing scale;
● seasonality; and
● exchange rate volatility.
The earthquakes in Türkiye in 2023 were also among the factors that impacted our financials, mainly in that year.
Market landscape in Türkiye including macroeconomics, demographics and competition
Türkiye is a member of the OECD and G20, with US$1,596 billion GDP and US$18,040 GDP per capita at current prices in 2025, according to TurkStat. In 2025, the Turkish economy grew by 3.6% according to the Turkish Statistical Institute (“TurkStat”), bringing its real GDP CAGR to 5.3% between 2011 and 2025. Türkiye’s real GDP is projected to grow at a rate of 4.2% in 2026 and 4.1% in 2027.
Two devastating earthquakes on February 6, 2023 impacted primarily 11 provinces accounting for 16.4% of Türkiye’s population and 9.4% of its economy. In a report published in March 2023, the Presidency of Strategy and Budget of the Presidency of the Republic of Türkiye estimated the total impact of the earthquakes on the Turkish economy to be US$103.6 billion, whereas, in January 2024, the Minister of Treasury and Finance stated that the expenses related to the earthquakes represented 3.7% of the GDP of Türkiye in 2023.
According to TurkStat, Türkiye’s population reached 86.9 million as of December 31, 2025, with a CAGR of 1.02% from 2011 to 2025. Türkiye benefits from attractive demographics, with 42.8% of the population being under the age of 30 according to TurkStat data, a working age (between ages of 15 and 64) population of 68.5%, and an urban population share (living in provinces and districts) of 93.6% based on TurkStat data as of December 31, 2025.
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Türkiye has faced elevated inflation in double digits during each of the last five years, although inflation declined considerably in 2025 as compared to 2024. The annual consumer price index (CPI) increased by 36.1%, 64.3%, 64.8%, 44.4% and 30.9% in 2021, 2022, 2023, 2024 and 2025, respectively, as published by TurkStat. See “—Inflation and Hyperinflation.” Following the general elections in May 2023, the new leadership of the Central Bank of the Republic of Türkiye (“CBRT”) embarked on a policy of monetary tightening by raising the key interest rate from 8.5% to 15% in June 2023, marking the first increase in more than two years. The CBRT continued to raise interest rates in the remainder of 2023. In March 2024, the CBRT raised its key interest rate from 45% to 50%, citing the stickiness in services inflation, inflation expectations, geopolitical risks, and food prices. In December 2024, the CBRT cut the key interest rate from 50% to 47.5%. During 2025, the CBRT made further cuts from 47.5% to 38% at the end of 2025 as a result of improvements in inflation expectations and pricing behavior. The CBRT expects inflation to continue this declining trend and for rates to reach as low as 25% in 2026, assuming its tight monetary policy stance is maintained. The high interest rate environment in Türkiye has had and will continue to have a negative impact on consumer demand by increasing borrowing costs and encouraging saving over spending, which we expect to lead to a reduction in discretionary spending and in overall economic activity.
The consumer confidence index (seasonal and calendar adjusted) in Türkiye increased by 2.2 points from 81.3 in December 2024 to 83.5 in December 2025 and further increased to 83.7 and 85.7 during January 2026 and February 2026, respectively. The consumer confidence index calculated from the survey results is evaluated within the range of 0–200 and indicates a pessimistic outlook when it is below 100. As consumer confidence is an important factor affecting consumer willingness to spend in the next 12 months, this pessimistic outlook indicates that we may face lower than anticipated consumer demand, particularly for non-essential products, mainly due to further pressure in purchasing power of our customers. See Item 3.D. “Key Information—Risk Factors—Risks Relating to Our Business and Industry—We have incurred significant losses in the past and are likely to continue to incur losses as we continue to invest in order to grow, and we may not achieve operational profitability going forward,” Item 3.D. “Key Information—Risk Factors—Risks Relating to Türkiye—Türkiye’s economy has been undergoing a significant transformation and remains subject to ongoing structural and macroeconomic risks” and “—Inflation and Hyperinflation.”
Based on the announcement on February 27, 2026, published by the Turkish Ministry of Trade through the Electronic Commerce Information System, ETBİS, regarding thresholds defined in the E-commerce Law, we understand that the e-commerce sector in Türkiye grew by 48.07% in 2025, compared to 62.29% in 2024 in nominal terms. ETBİS has not yet provided further details on the underlying factors behind the growth in 2025. The growth rate was derived based on the percentage change in e-commerce merchandising thresholds as regulated in the E-commerce Law No. 6563. In 2025, the e-commerce sector in Türkiye reached a total value of TRY 4,442 billion. In 2024, the sector recorded a volume of TRY 3,000 billion, of which 54% corresponded to retail e-commerce.
Our financial condition and results of operations are also affected by competitive pressures. We believe we have grown to become one of the market leaders in the e-commerce space in Türkiye, and we operate in a fragmented competitive landscape in the country’s financial services sector. For information on Hebsiburada’s competitors in the e-commerce and financial services sectors in Türkiye, see Item 4.B. “Business Overview—Industry Overview.”
Our results of operations, in particular our sales of goods revenue and services revenue, as well as our profitability and our GMV, are dependent on the growth in GDP and GDP per capita growth in Türkiye in addition to the growth in the Turkish retail market,
e-commerce market penetration and the dynamics of the competitive environment. Elevated inflation and a hyperinflationary operating environment may adversely impact private consumption due to rising living costs. The compound effects of an increasingly orthodox monetary policy from the Turkish government in response to inflation and other factors have curtailed and are expected to continue to curtail consumer demand, which has had and is expected to continue to have an adverse effect on our order growth. This, in turn, may ultimately result in negative real GMV growth. See Item 3.D. “Key Information—Risk Factors—Risks Relating to Türkiye—Türkiye’s economy has been undergoing a significant transformation and remains subject to ongoing structural and macroeconomic risks.”
Inflation and Hyperinflation
The annual consumer price index (CPI) in Türkiye over the past five years (from 2021 to 2025) has ranged from 30.9% to 64.8%. The CPI increased by 36.1%, 64.3%, 64.8%, 44.4% and 30.9% for the year ending 2021, 2022, 2023, 2024 and 2025 respectively, as published by TurkStat. The inflation indicators were still high during the first months of 2026, and annual CPI inflation was announced as 30.9% in March 2026. Inflation is expected to decline in 2026 with the year-end inflation forecast being around 23.2%, according to the CBRT’s Market Participants Survey dated January 2026.
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Pursuant to 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 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 IPTF, which monitors countries experiencing high inflation, categorized Türkiye as a country with projected three-year cumulative inflation rate greater than 100%. Therefore, Turkish companies reporting under IFRS Accounting Standards as issued by the IASB, including us, are required to apply IAS 29 to their financial statements for periods ending on and after June 30, 2022. As of 2025, Türkiye continued to be classified as a hyperinflationary economy for IFRS Accounting Standards as issued by the IASB reporting purposes, and the application of IAS 29 continues to be required for 2025. Under IAS 29, financial statements of an entity that reports in the currency of a hyperinflationary economy should be expressed in terms of the measuring unit current at the end of the reporting period and the amounts for the corresponding periods should also be stated in terms of the measuring unit current at the end of the reporting period. Non-monetary items which are not already expressed in terms of the measuring unit current valid 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 would be restated by applying a general price index. In addition, gains or losses arising from net monetary position would be included in net income under a separate line item.
Inflation has an impact on the costs of inventories, which we generally aim to pass on to customers by increasing sales prices accordingly. However, if such costs cannot be passed on to customers through increased product prices due to competitive pressures or otherwise, this may have a negative impact on our margins. These factors negatively affected our margins in 2024 and 2025 and may continue to negatively affect our margins in 2026. Separately, as the seller, we determine product prices for our Direct Sales operations. On our Marketplace, our merchants determine their price levels. Should they prefer, for any reason, to not pass through inflation to customers in their prices, our GMV growth may be slower than the level of inflation. Furthermore, inflationary pressures have and may continue to lead to a deterioration in the purchasing power of our customers. In 2023, 2024 and 2025, pressure on the purchasing power of customers mainly resulted in a tendency among customers for product substitution with more affordable alternatives (i.e., towards lower-priced brands, regardless of whether for sales of essentials or non-essentials). Our platform offers a wide range of products with over 419 million SKUs as of December 31, 2025. We believe our large selection remains an advantage in our customers’ search for more affordable product alternatives.
In a high inflationary environment, liquidity becomes much more important for our suppliers and merchants. From time to time, we have and may continue to commit to shorter payment terms to continue securing favorable procurement prices. Furthermore, our merchants may ask us for early payments for cash flow reasons. Accordingly, these may result in an unfavorable decrease in our negative net working capital position.
Our general business practice is to reflect the impact of inflation in our payroll and outsource staff expenses. A substantial portion of our other operating expenses are sensitive to the prevailing inflation although we negotiate and fix some of our unit costs, such as consultancy expenses and insurance policies. Shipping expenses used to be fixed at the beginning of each fiscal year, but given the significant increase in oil prices, an additional inflation adjustment on shipping prices (along with an adjustment on salaries) were applied in July 2023.
Geopolitical developments can worsen inflation. For example, the Iran war that began in February 2026 triggered significant volatility in the price of Brent crude, which has swung from approximately US$70 to almost US$120 per barrel. A protracted increase in oil prices would increase our operating expenses due to the direct impact on delivery costs. It could also adversely affect consumer purchasing power, particularly if it pushes up inflation.
Elevated inflation beyond what we or our business partners envisage at the beginning of the year may result in additional unit cost increases for such expenses. Our profitability remains sensitive to inflation trends throughout the year.
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Regulatory Environment in E-Commerce
In 2022, significant amendments were made to the E-Commerce Law, and the E-Commerce Regulation was adopted and amended, which introduced new obligations for electronic commerce intermediary service providers and electronic commerce service providers, such as Hepsiburada, with the aim of preventing unfair competition, a harmful competitive environment and monopolistic commercial practices in the Turkish e-commerce market. We are required to comply with certain obligations set forth in the E-Commerce Law and the E-Commerce Regulation and may face administrative fines in case of any violations. See Item 4.B. “Information on the Company—Business Overview—Regulatory Overview.”
The E-Commerce Law and the E-Commerce Regulation provide for different obligations depending on the annual Net Transaction Volume and number of transactions pertaining to electronic commerce intermediary service providers and electronic commerce service providers. Depending on our annual Net Transaction Volume and number of transactions, the scope of our obligations under the E-Commerce Law and the E-Commerce Regulation may be subject to change, which may materially affect our business. Hepsiburada’s Net Transaction Volume in 2025 was below the TRY 237,542.9 million threshold.
The provisions of the amendments to the E-Commerce Law and the E-Commerce Regulation introduced in 2022 and further amended that are most likely to be directly relevant to the Company include the following:
● Limits on the total amount of advertising and marketing expenditures and customer discounts with the goal to prevent e-commerce platforms from gaining an asymmetric market share through excessive discounts and excessive marketing by using disproportionate economic power. We have not yet become subject to any restrictions with respect to advertisement and discount budgets, because we have remained below the applicable threshold since inception (TRY 237,542.9 million in 2026). If our Net Transaction Volume exceeds the threshold for the relevant period and we become subject to advertisement and discount budget restrictions in the upcoming years, we may have to limit our advertisement and discount expenditures, which could directly or indirectly have an adverse impact on our business.
● Restrictions on engaging in certain business operations, such as payments and financial services. The restrictions also limit specified listing activities within a platform and the provision of last-mile delivery services to third parties. Similarly to the above, we have not yet become subject to restrictions concerning the provision of payments and financial services and last-mile delivery services to third parties as the restrictions apply only to companies whose Net Transaction Volume, as of 2026, exceeds TRY 475,085.8 million. It is expected that the applicable threshold will be adjusted every year, and our Net Transaction Volume will need to be assessed on an annual basis.
● A ban on the sale of private label products for all e-commerce companies on their own platforms. We have continued our private label business in the fashion category outside of Türkiye as part of our HepsiGlobal operations, which are not quantitatively material to the Company. We also sold our private label products through a dedicated brand website and on another marketplace in Türkiye; these channels were discontinued in August 2025.
● A prohibition on unfair commercial practices in electronic commerce. Examples of unfair commercial practices under the E-Commerce Law include failing to make payment to the seller within the time specified in the E-Commerce Law, forcing the seller to sell goods or services with special offers, failing to determine the conditions of the commercial relationship with the seller through an intermediation contract and/or making unilateral amendments to such contract to the detriment of the seller, charging a fee from the seller when no service is provided or the type of service provided and the amount/rate of the service fee is not specified in the intermediation contract, and suspending or terminating the service provided to the seller in the absence of any objective criteria in the intermediation contract. In addition, Article 11(6) of the E-Commerce Regulation lists additional practices that would only constitute unfair commercial practices for large and very large-scale electronic commerce intermediary service providers (as defined in the E-Commerce Regulation). The E-Commerce Regulation was further amended to include additional unfair commercial practices, effective March 8, 2025. In the future, in case of further amendments to these provisions or emergence of certain common practices in the market as a result of application of these provisions or due to the decisions of judicial or regulatory authorities regarding these regulations or their interpretation, we may need to adjust our operations.
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● A requirement to include mandatory elements of intermediation contracts concluded between electronic commerce intermediary service providers and electronic commerce service providers. The E-Commerce Regulation, as most recently amended effective March 8, 2025, provides for additional mandatory elements for the intermediation contracts of medium, large and very large-scale electronic commerce intermediary service providers (as defined in the E-Commerce Regulation).
● A new obligation for electronic commerce intermediary service providers operating in Türkiye whose Net Transaction Volume is over TRY 79,181.0 million in a calendar year and the number of transactions (excluding cancellations and returns) is over one hundred thousand, to obtain and annually renew an e-commerce license upon payment of a license fee. The effective license fee will be calculated based on a graduated rate of a company’s Net Transaction Volume derived from within Türkiye for the prior calendar year such that the effective license fee applied would be the sum of progressively higher proportions of the electronic commerce intermediary service provider’s Net Transaction Volume exceeding the thresholds specified in the E-Commerce Law. For example, where the Net Transaction Volume is between TRY 79,181.0 million and TRY 158,361.9 million, the license fee is calculated as the three per ten thousand of the amount exceeding TRY 79,181.0 million. In case Net Transaction Volume is between TRY 158,361.9 million and TRY 237,542.9 million, the license fee is the sum of the above amount, plus five per thousand of the part exceeding TRY 158,361.9 million. This provision went into effect on January 1, 2025.
Article 9 of the Law On Amendments To The Law On Consumer Protection And Certain Other Laws published on October 30, 2024 dated Official Gazette stipulates that sales made abroad through electronic commerce marketplaces by electronic commerce intermediary service providers and electronic commerce service providers with which they have economic unit, as well as investment expenditures made with an incentive certificate obtained from the Ministry of Industry and Technology, shall be deducted from the net transaction volume used as the basis for calculating license fees, up to twice the amount of such expenditures. Article 10 of the Law On Amendments To The Law On Consumer Protection And Certain Other Laws provides that this multiplier will be applied as four times for 2024, three times for 2025 and two times from 2026 onwards. To benefit from this provision, the net transaction volume of the electronic commerce intermediary service providers must not exceed 20% of the electronic commerce volume calculated by the Turkish Ministry of Trade using data from the Electronic Commerce Information System (ETBIS), which represents the total net transaction volumes of the electronic commerce intermediary service providers and electronic commerce service providers covered by the E-Commerce Law. In determining whether this limit has been exceeded, any excess below fifteen percent shall not be considered.
This provision went into effect on January 1, 2025. We paid a license fee in the amount of TRY 211.2 million on March 25, 2026 and TRY 214.1 million on March 27, 2025.
The amendments to the E-Commerce Regulation introduced in the regulation published in the Official Gazette on March 8, 2025, generally amend the provisions regarding (i) the scope of information and verification obligations, (ii) unfair commercial practices for electronic commerce intermediary service providers, (iii) data processing obligations, (iv) exceptions to the total amount of advertising and discount budgets limits, (v) mandatory elements of the intermediation contracts, (vi) independent audit and regulatory compliance reporting deadlines, and (vii) sales abroad that will be deducted while calculating the license fee.
See Item 3.D. “Key Information—Risk Factors—Risks Relating to Türkiye—Internet and e-commerce regulation in Türkiye is recent, has undergone changes since its inception and is subject to further development.”
Growth, Retention and Engagement of Our Customers
Our ability to generate revenues and profits mainly depends on increasing Order Frequency, Number of Orders and customer loyalty as well as expanding our Active Customer base, which, in turn, depend on our success in improving the customer experience through the provision of fast and reliable last-mile delivery services, a wide selection of lending solutions and improvements to the user journey on our platform. We believe our Hepsiburada brand, hybrid commerce model with a unified 1P and 3P catalogue, and strong customer and merchant value propositions create powerful network effects.
Our results of operations, in particular our sales of goods revenue and services revenue, as well as our profitability and our GMV are dependent on our ability to engage with and retain our customer base. As of December 31, 2025, we had 11.8 million Active Customers compared to 11.8 million as of December 31, 2024, and 11.6 million as of December 31, 2023. In recent years, we have prioritized Order Frequency growth from our existing customer base rather than customer acquisition given our profitability prioritization, and we expect to continue to foster engagement with customers that have higher Order Frequency. For the year ended December 31, 2025, we had Order Frequency of 7.4 compared to 6.8 in 2024 and 6.2 in 2023, corresponding to 9.2% and 9.4% growth in 2025 and 2024, respectively.
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Our increasing selection of products and services, price competitiveness (particularly during campaign periods), attractive loyalty program and wide range of lending solutions are other factors that contribute to maintaining our Active Customer base and increasing the Order Frequency on our platform, which in turn draws more merchants and further enhances our customer value proposition. As of December 31, 2025, there were over 419 million SKUs on our platform (compared to 297.5 million SKUs as of December 31, 2024, and 230.4 million SKUs as of December 31, 2023) across 34 different product categories, including appliances, books & hobbies, fashion & lifestyle, home & garden, supermarket, mobile, and technology products.
One of the main drivers of our GMV growth has been the increase in the Number of Orders. As a result of increased customer loyalty and a wider selection of products, we observed a 9.5% increase in Number of Orders on our platform to 87.5 million in 2025, from 79.9 million in 2024, and a 10.9% increase in Number of Orders in 2024, from 72.1 million in 2023.
For information about changes to how we define some of our key operating performance indicators, including Active Customers, Order Frequency and Number of Orders, see Item 5. “Operating and Financial Review and Prospects—Summary Consolidated Financial and Other Data—Key Indicators of Operating and Financial Performance and Non-IFRS Measures—Changes to certain key operating performance indicators”. We do not expect these changes in definitions to materially alter the growth trends observed historically, or reasonably foreseeable prospectively, in respect of such metrics.
Number of Merchants and the Product Assortment Offered on Our Platform
We believe we are an attractive digital platform for merchants to access consumers across Türkiye in light of our sizeable Active Customer base. Within our Marketplace operations, we believe we have one of the largest merchant bases in Türkiye, with approximately 102.0 thousand Active Merchants as of December 31, 2025. As of the years ended December 31, 2025, 2024 and 2023, our Marketplace, which is based on a 3P model of merchants selling on our platform, represented approximately 68.4%, 69.8% and 66.9% of our GMV, respectively.
As of December 31, 2025, of our approximately 102.0 thousand Active Merchants, approximately 99.9 thousand were SMEs and the remaining approximately 2.2 thousand were key account merchants. Key account merchants enable us to provide products from top brands, high volumes and quality while SMEs provide us with product assortment and variety. In order to ensure high quality standards, we have strict policies that allow us to monitor merchants’ end-to-end operations and performance on our platform.
Our large Active Merchant base has enabled us to increase our product selection with competitive pricing. In our Marketplace, we offer a wide assortment of products and intend to continue expanding our catalog to strengthen our position as a one-stop shop for all of our customers’ shopping needs. As of December 31, 2025, there were over 419 million SKUs on our platform (compared to 297.5 million SKUs in 2024) across 34 different product categories.
We are continuously upgrading our technology to provide improved performance, increased scale and better integration among our core businesses and end-to-end solutions to our merchants. Such solutions mainly include fulfillment services, last-mile delivery services, payment solutions and advertisement solutions (see Item 4.B. “Information on the Company—Business Overview—Strategic Assets”). In addition, we facilitate financing to our merchants (in the case of Marketplace) and suppliers (in the case of Direct Sales), enabling them to optimize their cash flow management. Through our supplier and merchant financing service, merchants and suppliers can collect their receivables on a discounted basis (i.e., reduced to account for commission and interest relating to the service) at a date earlier than their original collection date.
Efficiency of Our Logistics Infrastructure
We offer an end-to-end ecosystem with full in-house capabilities across fulfillment, logistics and last-mile delivery in Türkiye.
Our logistics infrastructure comprises a network of 10 principal fulfillment centers operated by D-Market and D-Fast across Türkiye. See Item 4.D “Information on the Company—Property, Plant and Equipment.”
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We provide last-mile delivery services through Hepsijet. Launched in 2016, Hepsijet provided last-mile delivery logistics across 81 cities in Türkiye as of December 31, 2025. Hepsijet also offers two-man cargo handling for oversized products under the brand Hepsijet XL. Additionally, in 2025, we launched Hepsijet PRO, a business-to-business logistics service. As of December 31, 2025, Hepsijet services were available with 4,721 carriers (carriers increased by 20.7% from December 31, 2024 to December 31, 2025). Our carriers (i.e., motorcycle and truck carriers) are independent third parties (i.e., we subcontract carriers who use their own vehicles for this service rather than using our employees or vehicles) and we also subcontract additional carriers as necessary through several delivery services providers. We also have a pick-up & drop-off (PUDO) network in partnership with gas stations, distributor networks of other retailers and service points of other delivery companies, complementing our logistics services.
In 2025, Hepsijet delivered 72.5% of total Direct Sales and Marketplace parcels. Around 80% of Direct Sales delivered by Hepsijet arrived the next day (calculated from acceptance of parcel by Hepsijet to delivery). Hepsijet’s average delivery times for the years ended December 31, 2025 and 2024 were 1.7 days and 1.7 days, respectively, as compared to the average delivery time of 2.0 days for 2025 among third-party last-mile delivery services providers.
We believe that our logistics infrastructure is an important pillar of our success and enables us to improve the customer experience. Our return pickup services from a customer’s address at their preferred time across the country at no additional fee (subject to certain exceptions) through Hepsijet is a convenient service for our customers, contributing to their overall purchasing experience on our platform. We further enhance this infrastructure advantage by applying technology to increase operational and cost efficiency, with examples such as AI-driven route optimization capabilities for Hepsijet drivers and advanced fulfillment center automation.
Our operating expenses are, in part, dependent on our shipping and packaging expenses, which are correlated with a number of factors, including volume of orders and levels of utilization of our fulfillment centers. Additionally, availability and efficiency of our Hepsijet services are amongst the key factors affecting our ability for last-mile delivery services. We also believe that further expansion of our Hepsijet last-mile services “on-platform”, as well as for third parties (“off-platform”, with over 3,574 off-platform clients at the end of 2025), will give us an ability to provide delivery services in a more cost-effective manner, resulting in higher revenues, decreased operational expenses and therefore increased profits.
Our Ability to Leverage Our Growing Scale
Our ability to retain our position in the Turkish e-commerce market is dependent on our ability to retain, grow and expand our core e-commerce business, as well as on our ability to expand our services, particularly last-mile delivery services to third parties and affordability solutions (i.e., lending).
In our Marketplace and Direct Sales operations, we believe our ability to retain high brand awareness and our wide selection of product offerings (over 419 million SKUs across 34 different product categories in 2025) has driven our results of operations, in particular our revenues and our GMV. To enable this, we have dedicated marketing teams that cover our advertising and marketing needs across all product categories and channels. Our marketing organization is designed to explicitly address brand marketing, customer value management, performance marketing, commercial marketing and influencer marketing functions across teams. In addition, as our business has been driven by technology and data since its inception, we aim to leverage data and technology to provide the best experience to our users. For this purpose, our engineering and technology teams focus on security, availability, scalability and performance of our technology infrastructure while preparing new product features across our website and mobile applications. Our technology department is essential to our ability to implement our strategy and maintain our position in the Turkish e-commerce market.
The ecosystem we have been building includes Hepsipay, Hepsijet, HepsiLojistik, HepsiAd and HepsiGlobal as of the date of this annual report. We have taken advantage of the natural synergies that exist between our services to increase adoption amongst our customer and merchant base. We believe a greater utilization of our resources will drive further improvements in our unit economics. During 2024 and 2025, we worked on building and enhancing our HepsiAd solutions, which include display advertising, sponsored brands and products as well as pop-up and push notifications. These solutions were used by around 42.5 thousand merchants in 2025.
Launched in 2016, Hepsijet provides last-mile delivery logistics across 81 cities in Türkiye. We aim to continue to differentiate our customer experience with our nationwide logistics network. Additionally, Hepsijet serves other retailers in Türkiye as part of our strategic priorities. The share of external customer volume in Hepsijet’s operations increased to 40.4% in 2025 from 34.6% in 2024 and 24.9% in 2023.
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We have been working on growing our capabilities to offer our customers payment flexibility and consumer financing solutions, in addition to those offered by leading banks already available through our platform. Hepsipay Wallet is designed to be a “companion wallet”, which enables instant return and cancellation via credit and cashback, and also to mobilize, spend, transfer and save money in a flexible manner across online and offline channels. Hepsi Finansman, which holds a consumer financing license, allows us to offer end-to-end digital “Buy-Now-Pay-Later” solution.
Our growth may decrease if we are required to discontinue certain projects. For example, in 2025, we terminated the off-platform operations of a one-click checkout offering that we had introduced in 2023. See Item 3.D. “Key Information—Risk Factors—Risks Relating to Our Business and Industry—Our expansion into new products, services, technologies, geographies and markets subjects us to additional risks and we may not be able to manage our growth and expansion efficiently or effectively scale and adapt our existing infrastructure.”
Nevertheless, given their levels of maturity, growth rates and scale, in the long term, we believe our investments will enhance our market position and positively impact our total revenue, Gross Contribution and Free Cash Flow. For the year ended December 31, 2026, we anticipate that Hepsijet will account for approximately 25% of total capital expenditure (compared to approximately 13% in 2025) and Hepsipay will account for approximately 9% of total capital expenditure (compared to approximately 21% in 2025). For further discussion on our total capital expenditure in 2025, see Item 5.B. “Operating and Financial Review and Prospects—Liquidity and Capital Resources—Material Cash Requirements—Capital Expenditures.” Several factors, including demand, the competitive landscape and internal capabilities, may impact our decision to ultimately reconsider, change, or delay our original plans related to these assets. For a discussion of risks related to our strategic assets and complementary businesses, including risks related to future costs, please see Item 3.D. “Key Information—Risk Factors—Risks Relating to Our Business and Industry—We have incurred significant losses in the past and are likely to continue to incur losses as we continue to invest in order to grow, and we may not achieve operational profitability going forward.”
Seasonality
Our business is affected by seasonality, which historically has resulted in higher sales volumes during the fourth quarter of the year compared to the other quarters, and we expect this to continue. Higher sales during the fourth quarter of the year are mainly attributable to the increased demand for products during the peak New Year season in December, as well as sales during the month of November, which we refer to as “Legendary November.” As a result of peak seasonal sales, as of December 31 of each year, our cash flows provided by our operations typically reach an elevated level. This operating cycle results in a corresponding increase in accounts payable, combined with a decrease in inventories, as of December 31st. Our accounts payable balance generally declines during the first month of each year, resulting in a corresponding decline in cash flows provided by our operations. Additionally, we typically experience decreased Order Frequency and traffic on our platform during the summer vacation months. See Item 5.B. “Operating and Financial Review and Prospects—Liquidity and Capital Resources.”
Exchange Rate Volatility
We are exposed to foreign exchange rate risks mainly between Turkish Lira and U.S. dollars. Although our income, expenses, assets and liabilities are primarily denominated in Turkish Lira, we also maintain non-Turkish Lira denominated assets and liabilities, primarily in U.S. dollars. As of December 31, 2025, 2024 and 2023, we maintained Turkish Lira equivalent assets in U.S. dollars of TRY 2,786.1 million, TRY 3,879.3 million and TRY 11,594 million, respectively, primarily consisting of cash, cash equivalents and financial investments. As of the same periods, we maintained Turkish Lira equivalent liabilities in U.S. dollars of TRY 2,913.4 million, TRY 1,858.9 million and TRY 2,429.1 million, respectively, primarily consisting of trade payables and payables to merchants and due to related parties.
If, as of December 31, 2025, 2024 and 2023, the U.S. dollar had strengthened or weakened by 10% against the Turkish Lira, with all other variables held constant, income/(loss) before income taxes would have been TRY 12.7 million lower/higher, TRY 202.0 million higher/lower and TRY 916.5 million lower/higher, respectively, in each case as a result of foreign exchange losses/gains on the translation of U.S. dollar assets and liabilities. We do not currently undertake any currency hedging to manage our exposure in Türkiye to changes in foreign exchange rates because such hedging strategies are not available on commercially reasonable terms.
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In 2025, the U.S. dollar appreciated 21.8% against the Turkish Lira, on average, as compared to 2024. This has resulted in TRY 436.5 million in foreign exchange gains from our U.S. dollar denominated bank deposits (including IPO proceeds) and financial investments. As in the case of inflation, the U.S. dollar appreciation has a negative impact on customers’ disposable income if increases in wages and salaries do not match such decline. Furthermore, U.S. dollar appreciation triggers a rise in oil prices, negatively impacting the costs of delivery service for merchants and in our Direct Sales. In addition, U.S. dollar appreciation triggers a rise in prices of nearly any imported good, particularly consumer electronics almost immediately. While such price increases may suggest a cost benefit in Direct Sales over existing inventory, this may decrease consumption levels should consumers’ purchasing power not stay at the same levels.
As of December 31, 2025, we held approximately 93% of our cash and cash equivalents in Turkish Lira and the remaining 7% was held in U.S. dollar. We held approximately 98% of our financial investments in U.S. dollar as of December 31, 2025.
Our financial condition, results of operations and cash flows may fluctuate significantly as a result of a variety of factors, including those described above.
Segments
Our Company is comprised of one reportable segment, namely e-commerce operations. Therefore, we do not present any segment information in our audited consolidated financials.
Summary Consolidated Financial and Other Data
The summary consolidated statement of comprehensive income/(loss), consolidated balance sheet, and consolidated statement of cash flows as of and for the years ended December 31, 2025, 2024 and 2023 have been derived from our audited consolidated financial statements included elsewhere in this annual report. Our historical results for any prior period are not necessarily indicative of results expected in any future period.
We present our audited consolidated financial statements in Turkish Lira.
The summary consolidated financial and other data set forth below should be read in conjunction with the other sections of this Item 5. “Operating and Financial Review and Prospects” and our audited consolidated financial statements and notes thereto included elsewhere in this annual report.
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Summary Consolidated Statement of Comprehensive Income/Loss
Year ended December 31,
2025 2024 2023
(thousand Turkish Lira)
Revenues 84,651,820 74,669,572 67,198,755
Cost of inventory sold (53,981,418) (46,672,956) (46,845,818)
Shipping and packaging expenses (9,199,079) (7,975,827) (6,281,581)
Payroll and outsource staff expenses (9,130,713) (8,576,921) (6,621,903)
Advertising expenses (7,305,917) (5,617,923) (4,587,984)
Technology expenses (828,647) (969,429) (778,935)
Depreciation and amortization (3,171,434) (2,680,858) (2,218,886)
Other operating income 499,885 468,973 898,748
Other operating expenses (2,717,970) (2,089,671) (2,045,451)
Impairment losses (846,574) (532,764) (87,013)
Operating profit/(loss) (2,030,047) 22,196 (1,370,068)
Financial income 4,928,114 5,259,222 6,689,179
Financial expenses and fees (11,996,533) (10,026,763) (7,578,232)
Monetary gains/(losses) 3,356,145 2,644,648 2,401,865
Income/(Loss) before income taxes (5,742,321) (2,100,697) 142,744
Income tax 43,145 — —
Income/(Loss) for the year (5,699,176) (2,100,697) 142,744
Actuarial losses arising on re-measurement of post-employment benefits (3,737) (28,890) (141,942)
Tax effect of actuarial gain (loss) of defined benefit Plan (1,228) — —
Total comprehensive income/(loss) for the year (5,704,141) (2,129,587) 802
Summary Consolidated Balance Sheet
As of December 31,
2025 2024 2023
(thousand Turkish Lira)
Current assets 29,667,185 27,297,189 27,636,725
Non-current assets 7,279,405 6,924,500 5,586,916
Total assets 36,946,590 34,221,689 33,223,642
Current liabilities 33,390,282 28,254,445 25,788,220
Non-current liabilities 1,544,712 1,619,678 1,193,867
Equity 2,011,596 4,347,566 6,241,555
Total equity and liabilities 36,946,590 34,221,689 33,223,642
Summary Consolidated Statements of Cash Flows
For the year ended December 31,
2025 2024 2023
(in thousands Turkish Lira)
Cash and cash equivalents at beginning of the year(1) 8,833,647 10,392,362 16,378,445
Net cash provided by/(used in) operating activities 11,284,445 7,457,826 9,485,168
Net cash provided by/(used in) investing activities 2,565,280 1,171,104 (3,171,646)
Net cash provided by/(used in) financing activities (9,239,214) (7,678,061) (6,293,097)
Net increase in cash and cash equivalents 4,610,511 950,869 20,425
Effects of exchange rate changes on cash and cash equivalents 36,752 65,342 329,625
Effects of inflation on cash and cash equivalents (2,183,505) (2,574,926) (6,336,133)
Cash and cash equivalents at end of the year(1) 11,297,405 8,833,647 10,392,362
(1) “Cash and cash equivalents at beginning of the year” and “Cash and cash equivalents at end of the year” in our consolidated statements of cash flows exclude interest accrual. For a detailed discussion and reconciliation to “Cash and cash equivalents” in our consolidated balance sheet, see Note 3 to our audited consolidated financial statements included elsewhere in this annual report.
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Key Indicators of Operating and Financial Performance and Non-IFRS Measures
We regularly review a number of metrics, including the following key operating and financial metrics, to evaluate our business, measure our performance, identify trends in our business, prepare financial projections and make strategic decisions. We believe these non-IFRS and operational measures are useful in evaluating our performance, in addition to our financial results prepared in accordance with IFRS Accounting Standards as issued by the IASB. The following measures are used by our management to monitor and manage operational risk and financial performance. For information regarding the definitions, calculation and use of the non-IFRS financial measures and KPIs, see “Presentation of Financial and Other Information—Use of Non-IFRS Financial Measures” and “Presentation of Financial and Other Information—Key Operating Performance Indicators.”
Changes to certain key operating performance indicators
In 2025, we made changes to some of our key operating performance indicators. Under the new definitions, the metrics “Number of Orders”, “Active Customers,” and “Order Frequency” now exclude orders for digital products and orders made on HepsiExpress, whose operations were discontinued in 2024, to align better with management’s view of the business and with the way in which our controlling shareholder computes those metrics. Prior year metrics have been restated on the basis of the new definitions.
In addition, as our controlling shareholder, Kaspi.kz, uses key operational metric definitions that differ in some respects from those historically used by the Company, in 2025 we added key operating performance indicators that align with the Kaspi.kz definitions. The new metrics are defined as follows:
● “GMV - Kaspi definition” refers to gross merchandise value which refers to the total value of orders/products sold through our platform over a given period of time (including VAT but deducting returns and cancellations), excluding cargo income (shipping fees related to the products sold through our platform) and excluding other service revenues and transaction fees charged to our merchants;
● “Marketplace GMV - Kaspi definition” refers to total value of orders/products sold through our Marketplace over a given period of time (including VAT but deducting returns and cancellations), excluding cargo income (shipping fees related to the products sold through our platform) and excluding other service revenues and transaction fees charged to our merchants; and
● “Number of Orders - Kaspi definition” refers to the number of orders we received through our platform excluding returns and cancellations and digital products.
Beginning in Q1 2026, we intend to complete the transition and report our metrics solely on the basis of the definitions used by Kaspi.kz. We expect this will facilitate consolidation with our controlling shareholder and reflect managerial alignment across the two entities.
All metrics that are calculated on the basis of GMV or Number of Orders will also be restated on a basis consistent with the Kaspi definition going forward. Additionally, from Q1 2026, to streamline our financial disclosure, we will no longer include the words “- Kaspi definition” in our metrics’ titles.
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For more information on the risks related to changes in our operating metrics, see Item 3.D “Key Information—Risk Factors—Risks Relating to Our Business and Industry—Our operating metrics and competitive information, both internally calculated and provided by third parties and included in this annual report, have changed and may in the future change from time to time, and may be calculated differently from the metrics or competitive information published by our competitors or other third parties in our industry and any perceived inaccuracies or inadequate cross-company comparisons may harm our reputation.”
As of, and for the year ended, December 31,
2025 2024 2023
GMV (TRY in billions) (1) (2) 257.5 246.9 220.3
GMV - Kaspi definition (TRY in billions) (3) 212.7 198.1 179.5
Marketplace GMV (TRY in billions) (2) (4) 176.2 172.2 147.3
Marketplace GMV - Kaspi definition (TRY in billions) (3) 144.8 138.3 120.8
Share of Marketplace GMV (%) (2) (5) 68.4 % 69.8 % 66.9 %
Number of Orders (in millions) (2) (6) 87.5 79.9 72.1
Number of Orders - Kaspi definition (in millions) (3) (7) 79.8 73.7 68.1
Active Customers (in millions) (2) (6) 11.8 11.8 11.6
Gross Contribution (TRY in millions) (2) (8) (9) 30,670.4 27,996.6 20,352.9
Gross Contribution Margin (%) (2) 11.9 % 11.3 % 9.2 %
EBITDA (TRY in millions) (8) (10) 1,141.4 2,703.1 848.8
EBITDA as a percentage of GMV (%) (2) 0.4 % 1.1 % 0.4 %
Free Cash Flow (TRY in millions) (8) (11) 8,877.0 4,845.5 7,319.1
Net Working Capital (TRY in millions) (8) (12) (15,399.3) (10,176.2) (11,162.1)
(1) References to “GMV” are to gross merchandise value, which refers to the total value of orders/products sold through our platform over a given period of time (including VAT without deducting returns and cancellations), including cargo income (shipping fees related to the products sold through our platform) and excluding other service revenues and transaction fees charged to our merchants.
GMV is the driver of our revenues. From time to time, the relative proportion of sales made through our Direct Sales and Marketplace businesses may change. These variations do not impact our GMV but they do impact our revenues. In our Direct Sales business, we recognize revenues on a gross basis, net of return and cancellation allowances, and in our Marketplace business we recognize revenues on a net basis, representing commission fees earned.
Accordingly, we measure the volume of our operations not on the basis of revenues, but rather on the basis of our GMV, which also includes cargo income (related to the products sold over our platform) and returns and cancellations, which are correlated with the volumes of goods sold on our platform.
(2) See “—Changes to certain key operating performance indicators.” for more information about changes to this metric.
(3) Unlike the corresponding metric historically used by the Company, this “Kaspi definition” deducts returns and cancellations and excludes cargo income. See “—Presentation of Financial and Other Information—Key Operating Performance Indicators” and “—Changes to certain key operating performance indicators.”
(4) References to “Marketplace GMV” are to the total value of orders/products sold through our Marketplace over a given period of time (including VAT without deducting returns and cancellations), including cargo income (shipping fees related to the products sold through our platform) and excluding other service revenues and transaction fees charged to our merchants. For a discussion of GMV and its use, and the significance of measuring sales through our Marketplace as distinct from our Direct Sales, see footnote (1) above.
(5) References to “Share of Marketplace GMV” are to the portion of GMV sold through our Marketplace represented as a percentage of our GMV. Share of Marketplace GMV is a metric used to understand the relative size of our Marketplace operations compared to our other operations, such as our Direct Sales. Accordingly, we believe that Share of Marketplace GMV provides useful information to investors in understanding and evaluating our operating results in the same manner as our management and board of directors. Based on the Kaspi definition, Share of Marketplace GMV was 68.1%, 69.8% and 67.3% in the years ended December 31, 2025, 2024 and 2023, respectively.
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(6) Order Frequency, which is the Number of Orders per Active Customer, was 7.4, 6.8 and 6.2 in the years ended December 31, 2025, 2024 and 2023, respectively. See “—Key Factors Affecting Our Financial Condition and Results of Operations—Growth, Retention and Engagement of Our Customers.”
(7) Unlike the corresponding metric historically used by the Company, this “Kaspi definition” excludes returns and cancellations. See “—Changes to certain key operating performance indicators.” for more information about changes to this metric.
(8) Gross Contribution, EBITDA, Free Cash Flow and Net Working Capital are supplemental measures that are not required by or presented in accordance with IFRS Accounting Standards as issued by the IASB. See “Presentation of Financial and Other Information—Use of Non-IFRS Financial Measures” and below for a definition of such non-IFRS measures, a discussion of the limitations on their use, and reconciliations of the non-IFRS measures to the most directly comparable IFRS measures.
(9) References to “Gross Contribution” are to revenues less cost of inventory sold.
Gross contribution is a supplemental non-IFRS financial measure that is not required by, or presented in accordance with, IFRS Accounting Standards as issued by the IASB. We have included gross contribution in this annual report because it is a key measure used by our management and board of directors to evaluate our operational profitability and how efficiently the Company manages its inventory costs relative to its revenue as it reflects direct costs of products sold to our buyers. Accordingly, we believe that Gross Contribution provides useful information to investors in understanding and evaluating our operating results in the same manner as our management and board of directors.
Gross contribution has limitations as a financial measure, including that other companies may calculate gross contribution differently, which reduces its usefulness as a comparative measure and you should not consider it in isolation or as a substitute for profit/(loss) for the period, as a profit measure or other analysis of our results as reported under IFRS Accounting Standards as issued by the IASB.
The following table shows the calculation of Gross Contribution for the periods presented.
For the year ended December 31,
2025 2024 2023
(thousand Turkish Lira)
Revenues(a) 84,651,820 74,669,572 67,198,755
Cost of inventory sold(b) (53,981,418) (46,672,956) (46,845,818)
Gross Contribution 30,670,402 27,996,616 20,352,937
(a) See “—Components of Our Results of Operations—Revenues.”
(b) See “—Components of Our Results of Operations—Operating expenses.”
(10) References to “EBITDA” are to profit or loss for the period plus income tax less financial income plus financial expenses and fees plus depreciation and amortization plus monetary gains/(losses).
EBITDA is a supplemental non-IFRS financial measure that is not required by, or presented in accordance with, IFRS Accounting Standards as issued by the IASB. We have included EBITDA in this annual report because it is a key measure used by our management and board of directors to evaluate our operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. EBITDA eliminates certain items that have less bearing on our operating performance and thus highlights trends in our core business that may not otherwise be apparent when relying solely on IFRS financial measures. In particular, the exclusion of certain expenses and, from the date of applicability of IAS 29, related monetary gains/(losses), in calculating EBITDA facilitates operating performance comparability across reporting periods by removing the effect of non-cash expenses (including monetary gains/(losses)) and non-operating expense/(income). One of the objectives of IAS 29 is to account for the financial gain or loss that arises from holding monetary assets or liabilities during a reporting period (i.e., the monetary gains/(losses)). Therefore, the monetary gains/(losses) are excluded from EBITDA for a proper comparison of the operational performance of the Company. Accordingly, we believe that EBITDA provides useful information to investors in understanding and evaluating our operating results in the same manner as our management and board of directors.
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Management uses EBITDA:
● as a measurement of operating performance because it assists us in comparing our operating performance on a consistent basis, as it removes the impact of non-cash and non-operating items;
● for planning purposes, including the preparation of our internal annual operating budget and financial projections; and
● to evaluate the performance and effectiveness of our strategic initiatives.
EBITDA has limitations as a financial measure, including that other companies may calculate EBITDA differently, which reduces its usefulness as a comparative measure and you should not consider it in isolation or as a substitute for profit/(loss) for the period as a profit measure or other analysis of our results as reported under IFRS Accounting Standards as issued by the IASB.
The following table shows the reconciliation of EBITDA to income/(loss) for the years presented.
Year ended December 31,
2025 2024 2023
(thousand Turkish Lira)
Income/(Loss) for the year (5,699,176) (2,100,697) 142,744
Income tax 43,145 — —
Financial income 4,928,114 5,259,222 6,689,179
Financial expenses and fees (11,996,533) (10,026,763) (7,578,232)
Depreciation and amortization (3,171,434) (2,680,858) (2,218,886)
Monetary gains/(losses) 3,356,145 2,644,648 2,401,865
EBITDA 1,141,387 2,703,054 848,818
(11) References to “Free Cash Flow” are to net cash provided by operating activities less capital expenditures plus proceeds from sale of property and equipment.
Free Cash Flow is a supplemental non-IFRS financial measure that is not required by, or presented in accordance with, IFRS Accounting Standards as issued by the IASB. We have included Free Cash Flow in this annual report because it is an important indicator of our liquidity as it measures the amount of cash we generate/(use) and provides additional perspective on whether we have sufficient cash after funding our operations and capital expenditures. Accordingly, we believe that Free Cash Flow provides useful information to investors in understanding and evaluating our operating results in the same manner as our management and board of directors.
Free Cash Flow has limitations as a financial measure, and you should not consider it in isolation or as substitutes for net cash used in operating activities as a measure of our liquidity or other analysis of our results as reported under IFRS Accounting Standards as issued by the IASB. There are limitations to using non-IFRS financial measures, including that other companies may calculate Free Cash Flow differently. Because of these limitations, you should consider Free Cash Flow alongside other financial performance measures, including net cash used in operating activities, capital expenditures and our other IFRS Accounting Standards as issued by the IASB results.
The following table shows the reconciliation of Free Cash Flow to net cash provided by/ (used in) operating activities for the periods presented.
Year ended December 31,
2025 2024 2023
(thousand Turkish Lira)
Net cash provided by/ (used in) operating activities 11,284,445 7,457,826 9,485,168
Capital expenditures(a) (2,414,849) (2,631,648) (2,180,306)
Proceeds from the sale of property and equipment 7,355 19,356 14,283
Free Cash Flow 8,876,951 4,845,534 7,319,145
(a) See Item 5.B. “—Liquidity and Capital Resources—Material Cash Requirements—Capital Expenditures.”
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(12) References to “Net Working Capital” are to current assets (excluding cash and cash equivalents and financial investments) minus current liabilities (excluding current bank borrowings and current lease liabilities). Net Working Capital is presented as of December 31, 2025, 2024 and 2023.
Net Working Capital is a supplemental non-IFRS financial measure that is not required by, or presented in accordance with, IFRS Accounting Standards as issued by the IASB. We have included Net Working Capital in this annual report because it is used to measure the short-term liquidity of a business, and can also be used to obtain a general impression of the ability of company management to utilize assets in an efficient manner. Net Working Capital is critical since it is used to keep our business operating smoothly and meet all our financial obligations in the short term. Accordingly, we believe that Net Working Capital provides useful information to investors in understanding and evaluating how we manage our short-term liabilities.
Net Working Capital has limitations as a financial measure, and you should not consider it in isolation as a measure of our liquidity or other analysis of our results as reported under IFRS Accounting Standards as issued by the IASB. There are limitations to using non-IFRS financial measures, including that other companies calculate Net Working Capital differently. Because of these limitations, you should consider Net Working Capital alongside other financial performance measures, including current assets, current liabilities and our other IFRS Accounting Standards as issued by the IASB results.
See Item 5.B. “—Liquidity and Capital Resources—Current Sources of Liquidity and Capital Resources—Net Working Capital” for a reconciliation of Net Working Capital to current assets and current liabilities.
Components of Our Results of Operations
Revenues
Our revenues consist of:
(i) sales of goods revenue generated under our 1P-model Direct Sales operations;
(ii) Marketplace revenues (generated under our 3P-model) comprising (a) Marketplace commission, (b) transaction fees and (c) other contractual charges to merchants;
(iii) delivery services revenue generated under 3P-model Marketplace, as well as delivery services provided to third parties outside of our online platform; and
(iv) other service revenue generated from our advertising services, fulfillment services and subscription services, interest revenues from consumer financing activities and other commissions.
Sales of goods
We generate revenue from sales of goods in our 1P-model Direct Sales operations, for which we purchase goods from our suppliers and sell them to our customers. In our Direct Sales business, we act as a principal and initially recognize revenue from the sales of goods on a gross basis at the time of delivery of the goods to our customers. Our customers have a right to return goods within 14 days from delivery and we ultimately recognize our sales of goods revenues net of return and cancellation allowances. We estimate future returns for the sales and we recognize a liability for the expected returns, as necessary.
Marketplace revenues
Our Marketplace revenues consist of (a) Marketplace commission, (b) transaction fees and (c) other contractual charges to the merchants where:
(a) Marketplace commission represents commission fees charged to merchants for selling their goods on our Marketplace, where upon sale of the goods, we charge our merchants a fixed rate commission based on the transaction value. We recognize Marketplace commission, net of returns and discounts, at the completion of the order delivery.
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(b) Transaction fees are charged to our merchants for each order received by them through our platform. Such fees are recognized as revenue at the time the order is placed; and
(c) Other contractual charges represent the charges to the merchants for late deliveries and cancelled orders. Such fees are recognized as revenue at the time the contractual rights are established.
Delivery service revenue
The delivery services are charged to our merchants and customers, in Marketplace operations. Charges for delivery services also include revenue generated from last-mile delivery services to third parties (through our Hepsijet services).
Other service revenue
Other service revenue primarily comprises advertising services revenue, fulfillment revenue, subscription services revenue, interest revenue from consumer financing activities and other commission revenues.
Operating expenses
Our operating expenses comprise (a) cost of inventory sold, (b) shipping and packaging expenses, (c) payroll and outsource staff expenses, (d) advertising expenses, (e) technology expenses, (f) depreciation and amortization, (g) other operating expenses, (h) other operating income and (i) impairment losses, where:
(a) Cost of inventory sold consists of the purchase price of products, including supplier rebates and subsidies, write-downs and losses of inventories in our Direct Sales business;
(b) Shipping and packaging expenses primarily consist of outbound shipping, logistics and packaging costs;
(c) Payroll and outsource staff expenses primarily consist of all payroll and related expenses in addition to costs related to our outsourced personnel; however, payroll expenses for certain employees in the technology team who are responsible for website development are capitalized in our financial statements. Therefore, our payroll and outsource staff expenses excludes costs related to such employees;
(d) Advertising expenses primarily consist of advertising costs, including digital and performance marketing efforts through search engines and sites in order to attract customers and merchants to our platform;
(e) Technology expenses primarily consist of costs related to our information technology infrastructure, including the costs associated with maintaining our online platform, data centers and other operational expenses pertaining to our technological infrastructure;
(f) Depreciation and amortization primarily consists of depreciation and amortization costs incurred in relation to our property and equipment, intangible assets and right of use assets;
(g) Other operating expenses consist of expenses related to several legal cases, utilities, consultancy, rent expenses, credit card processing, insurance, withholding tax, vehicle fuel, credit card chargebacks, internet line, irrecoverable value added tax, maintenance expenses, stationary, travel, impairment of intangible assets and other expenses;
(h) Other operating income consists of income related to contribution income, partnership income, withholding tax, depositary service, brand promotions, services charges, released provisions and other income; and
(i) Impairment losses consist of provision and reversal of doubtful receivables.
Financial income
Financial income consists of foreign currency exchange gains, interest income, fair value gains on financial assets at fair value and other income.
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Financial expenses and fees
Financial expenses and fees consist of fee for collection of credit card receivables, foreign currency exchange losses, interest expenses on bank borrowings, interest expenses on purchases, interest expenses on lease liabilities, fair value losses on financial assets at fair value and other expenses.
Monetary gains/(losses)
Monetary gains/(losses) on the net monetary position is derived as the difference resulting from the restatement of non-monetary assets, owners’ equity and items in the statements of comprehensive income/(loss) and the adjustment of index-linked assets and liabilities.
Income tax
Income tax consists of tax calculated at the enacted tax rate, the effect of non-deductible expenses and deferred income tax assets not recognized. We are subject to Turkish corporate income tax, and set aside tax provisions in our financial statements for the estimated charge based on our results for the period. Corporate tax is applicable to the taxable corporate income, which is calculated based on the statutory accounting profit by adding back the non-deductible expenses, and by deducting the tax-exempt earnings, other exempt income and other deductions (e.g., losses in previous periods, investment incentives utilized and specific allowances). The corporate income tax rate in Türkiye was 25% in 2025, 25% in 2024 and 25% in 2023. The Law on Amendments to Tax Laws and Certain Laws and Decree Law No. 375 numbered 7524, published in the Official Gazette No. 32620 on August 2, 2024, introduced a minimum corporate tax rate of 10% to be applied to profits earned in fiscal year 2025 and subsequent tax periods. The purpose of the minimum corporate tax is to ensure that the tax assessed is not less than 10% of corporate income, whenever taxpayers have taxable income before applying relevant exemptions or deductions. We may also be subject to one-off taxes. We were not subject to the one-time earthquake tax for the 2022 accounting period which amounted to a rate of 10% on exemption and deduction amounts applied on income under the applicable laws, among other items. However, any amendments to the tax legislation or subsequent practice of tax authorities may require us to pay an earthquake or other one-off tax in the future, including on a retroactive basis for the prior accounting periods. See Item 3.D “Key Information—Risk Factors—Legal and Regulatory Risks—We are subject to tax audits that may result in additional tax liabilities and are exposed to changes in tax laws and regulations as well as their interpretation and implementation, including Türkiye’s digital service tax and one-off taxes, which could subject us to new liabilities in the future.”
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A.Operating Results
Results of Operations
Below are our results of operations for the years ended December 31, 2025, 2024 and 2023:
Year ended December 31,
2025 2024 2023
(thousand Turkish Lira)
Revenues 84,651,820 74,669,572 67,198,755
Cost of inventory sold (53,981,418) (46,672,956) (46,845,818)
Shipping and packaging expenses (9,199,079) (7,975,827) (6,281,581)
Payroll and outsource staff expenses (9,130,713) (8,576,921) (6,621,903)
Advertising expenses (7,305,917) (5,617,923) (4,587,984)
Technology expenses (828,647) (969,429) (778,935)
Depreciation and amortization (3,171,434) (2,680,858) (2,218,886)
Other operating income 499,885 468,973 898,748
Other operating expenses (2,717,970) (2,089,671) (2,045,451)
Impairment losses (846,574) (532,764) (87,013)
Operating profit/(loss) (2,030,047) 22,196 (1,370,068)
Financial income 4,928,114 5,259,222 6,689,179
Financial expenses and fees (11,996,533) (10,026,763) (7,578,232)
Monetary gains/(losses) 3,356,145 2,644,648 2,401,865
Income/(Loss) before income taxes (5,742,321) (2,100,697) 142,744
Income tax 43,145 — —
Income/(Loss) for the year (5,699,176) (2,100,697) 142,744
Actuarial losses arising on re-measurement of post-employment benefits (3,737) (28,890) (141,942)
Tax effect of actuarial gain (loss) of defined Benefit Plan (1,228) — —
Total comprehensive income/(loss) for the year (5,704,141) (2,129,587) 802
Year ended December 31, 2025 compared to year ended December 31, 2024
Revenues
Below are our revenues, broken down by source, for the years ended December 31, 2025 and 2024, and as a percentage of total revenues:
Year ended December 31,
2025 2024 Change
% of % of
Revenues Revenues Amount %
(in thousands Turkish Lira, except percentages)
Sales of goods 57,102,793 67.5 50,494,375 67.6 6,608,418 13.1
Marketplace revenues 9,874,466 11.7 9,491,687 12.7 382,779 4.0
Delivery services revenue 12,355,750 14.6 10,295,632 13.8 2,060,118 20.0
Other 5,318,811 6.3 4,387,878 5.9 930,933 21.2
Revenues 84,651,820 100.0 74,669,572 100.0 9,982,248 13.4
Our revenues increased by TRY 9,982,248 thousand, or 13.4%, to TRY 84,651,820 thousand in the year ended December 31, 2025 from TRY 74,669,572 thousand in the year ended December 31, 2024. This was primarily attributable to a TRY 6,608,418 thousand, or 13.1%, increase in sales of goods to TRY 57,102,793 thousand in 2025 compared to TRY 50,494,375 thousand in 2024 and a TRY 2,060,118 thousand, or 20.0%, increase in delivery service revenue to TRY 12,355,750 thousand in 2025 compared to TRY 10,295,632 thousand in 2024. Additionally, other service revenue, which mainly consisted of advertising services revenue, Hepsiburada Premium subscription fees, fulfillment services revenue and Hepsi Finansman interest revenue, grew by TRY 930,933 thousand, or 21.2%, to TRY 5,318,811 thousand in 2025 compared to TRY 4,387,878 thousand in 2024.
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In 2025, the Number of Orders increased by 9.5% compared to 2024 due to the continued rise in Order Frequency. Meanwhile, Average Order Value decreased by 4.7% in 2025 compared to 2024. The decrease in Average Order Value was due to the decrease in consumer purchasing power and to the higher share of low-ticket items in non-electronics in 2025 compared to 2024.
The increase in the Number of Orders by 9.5%, resulted in TRY 6,991,196 thousand, or 11.7% growth on an annual basis in sales of goods and Marketplace revenues, on an aggregate basis, compared to 2024. This increase resulted from our growth-oriented strategy, including targeted marketing initiatives, initiatives for faster delivery and customer- and merchant-focused actions in the second half of 2025. However, the compound effects of an increasingly orthodox monetary policy from the Turkish government in response to inflation and continued high annual interest rates in 2025 (as reported by the CBRT, the annual average interest rate was 42.6% in 2025 and 44.9% in 2024) curtailed market growth and consumer demand, which had an adverse effect on our revenue growth compared to 2024.
The 4.0% year-on-year growth in Marketplace revenue was lower than the 13.1% year-on-year growth in sales of goods revenue mainly due to the 1.2 percentage point shift in GMV mix towards retail with faster growth in electronics in 2025 and decrease in marketplace Average Order Value due to a decline in consumer purchasing power.
The 20% increase in delivery service revenue compared to 2024 was mainly due to (i) an increase in the number of parcels delivered, (ii) an increase in delivery service revenue from off-platform customers of Hepsijet, and (iii) annual and mid-year rises in unit delivery service charges.
The 21.2% growth in other revenue was mainly driven by 43.6% growth in our advertising services revenues (including our HepsiAd services and co-marketing revenues) driven by increased focus on advertisement revenue streams and 27.9% growth in Hepsiburada Premium subscription revenues compared to 2024 due to a price increase in the last quarter of 2024. HepsiAd services revenue as a percentage of GMV was approximately 0.8% in 2025.
Operating expenses
Below are our operating expenses, broken down by category, for the years ended December 31, 2025 and 2024, and as a percentage of total revenue:
2025 2024 Change
% of % of
Revenues Revenues Amount %
(in thousands Turkish Lira, except percentages)
Cost of inventory sold (53,981,418) 63.8 (46,672,956) 62.5 (7,308,462) 15.7
Shipping and packaging expenses (9,199,079) 10.9 (7,975,827) 10.7 (1,223,252) 15.3
Payroll and outsource staff expenses (9,130,713) 10.8 (8,576,921) 11.5 (553,792) 6.5
Advertising expenses (7,305,917) 8.6 (5,617,923) 7.5 (1,687,994) 30.0
Technology expenses (828,647) 1.0 (969,429) 1.3 140,782 (14.5)
Depreciation and amortization (3,171,434) 3.7 (2,680,858) 3.6 (490,576) 18.3
Other operating income 499,885 (0.6) 468,973 (0.6) 30,912 6.6
Other operating expenses (2,717,970) 3.2 (2,089,671) 2.8 (628,299) 30.1
Impairment losses (846,574) 1.0 (532,764) 0.7 (313,810) 58.9
Operating expenses (86,681,867) 102.4 (74,647,376) 100.0 (12,034,491) 16.1
Our operating expenses increased by TRY 12,034,491 thousand, or 16.1%, to TRY 86,681,867 thousand for the year ended December 31, 2025 from TRY 74,647,376 thousand for the year ended December 31, 2024. This increase was mainly due to a 15.7% increase in cost of inventory sold, a 15.3% increase in shipping and packaging expenses, an 6.5% increase in payroll and outsource staff expenses, a 30% increase in advertising expenses, a 18.3% increase in depreciation and amortization, a 30.1% increase in other operating expense and a 58.9% increase in impairment losses. This increase was partially offset by a 14.5% decrease in technology expenses and a 6.6% increase in other operating income.
The increase of TRY 7,308,462 thousand, or 15.7%, in our cost of inventory sold was primarily attributable to a 13.1% increase in sales of goods. The faster rate of increase in cost of inventory sold mainly related to efforts to improve price competitiveness.
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The TRY 1,223,252 thousand, or 15.3%, increase in shipping and packaging expenses was mainly driven by the 9.5% increase in Number of Orders and a rise in delivery fee per unit, outpacing the average inflation in 2025, applied by our delivery partners due to increases in fuel prices and annual minimum wages.
The TRY 553,792 thousand, or 6.5%, rise in payroll and outsource staff expenses was mainly due to the annual and mid-year salary rises, along with a TRY 158,515 thousand increase in the provision for unused vacation liability.
The TRY 1,687,994 thousand, or 30%, increase in advertising expenses was mainly due to performance marketing investments initiated in the second half of 2025 as part of our growth-focused strategy. In this regard, we have deepened our engagement with our customers, which contributed to higher Order Frequency and overall GMV. As an outcome of the new E-Commerce Law (as defined under Item 4.B. “Information on the Company—Business Overview—Regulatory Overview”), in the future, the Company may have to limit the total amount of advertising and marketing expenditures and customer discounts if and when the Company exceeds the threshold that triggers advertisement and discount budget restrictions.
The TRY 140,782 thousand, or 14.5%, decrease in technology expenses was mainly due to savings in outsourced technology services and a decrease in investments in new software solutions to enhance customer experience compared to 2024.
The TRY 490,576 thousand, or 18.3%, increase in depreciation and amortization was mainly due to the increase in additions to intangible assets associated with website development costs and new server investments made in 2025.
Other operating income, which mainly includes bank promotion income, ADS depositary service income, reversal of provisions and partnership income, increased by TRY 30,912 thousand, or 6.6%, to TRY 499,885 thousand, in the year ended December 31, 2025 from TRY 468,973 thousand in December 31, 2024.
Other operating expenses which mainly include provision for license fee, impairment of intangible assets, insurance, provision for legal cases, legal expenses, consultancy, withholding tax and other service costs increased by TRY 628,299 thousand, or 30.1%, to TRY 2,717,970 thousand for the year ended December 31, 2025 from TRY 2,089,671 thousand for the year ended December 31, 2024. This increase was mainly due to the impairment of intangible assets amounting to TRY 269,457 thousand relating to certain website development costs, an increase in consultancy expenses amounting to TRY 139,908 thousand, an increase in utilities amounting to TRY 61,502 thousand and an increase in license fee amounting to TRY 53,388 thousand.
Impairment losses, which mainly include bad debt provision expenses relating to BNPL receivables and loan receivables, increased by TRY 313,810 thousand, or 58.9%, to TRY 846,574 thousand for the year ended December 31, 2025 from TRY 532,764 thousand for the year ended December 31, 2024.
Financial income
Our financial income decreased by TRY 331,108 thousand, or 6.3%, to TRY 4,928,114 thousand in 2025 compared to TRY 5,259,222 thousand in 2024. This was mainly driven by a TRY 366,929 thousand decrease in foreign currency exchange gains from our U.S. dollar denominated bank deposits and financial investments due to holding more cash in Turkish Lira rather than USD in 2025 compared to 2024 and a TRY 372,409 thousand decrease in interest income on credit sales due to the decrease in BNPL revenues. This decrease was partially offset by a TRY 434,686 thousand increase in interest income on time deposits due to shifting our treasury policy towards holding more Turkish Lira in 2025 compared to 2024.
Financial expenses and fees
Our financial expenses and fees increased by TRY 1,969,770 thousand, or 19.6%, to TRY 11,996,533 thousand in 2025 compared to TRY 10,026,763 thousand in 2024, primarily attributable to a TRY 1,513,674 thousand increase in fees for collection of credit card receivables based on higher numbers of installments in the market and a TRY 339,215 thousand increase in interest expenses on lease liabilities due to new server investments financed through leasing.
Monetary gains/(losses)
Our monetary gains/(losses) position increased by TRY 711,497 thousand to TRY 3,356,145 thousand monetary gains in 2025 from TRY 2,644,648 thousand monetary gains in 2024. The increase in monetary gains was mainly due to the change in net monetary position resulting from monetary liabilities (mainly consisting of trade payables and payables to merchants) exceeding monetary assets (mainly consisting of cash and cash equivalents) in 2025.
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Net (loss)/income for the year
Our net loss for the year was TRY 5,699,176 thousand in 2025 compared to net loss of TRY 2,100,697 thousand in 2024.
The TRY 3,598,479 thousand negative change was mainly due to the TRY 2,300,879 thousand increase in net financial expenses and fees (net of financial income) relating to fees for collection of credit card receivables due to higher cost of credit card installments and a TRY 1,687,994 thousand increase in advertising expenses due to investments relating to our growth strategy, partially offset by a TRY 711,497 thousand increase in monetary gains as described above.
EBITDA
EBITDA decreased by TRY 1,561,667 thousand, or 57.8%, to TRY 1,141,387 thousand in the year ended December 31, 2025 from TRY 2,703,054 thousand in the year ended December 31, 2024, corresponding to 0.4% EBITDA as a percentage of GMV in 2025. This corresponded to a 0.7 percentage point decrease in EBITDA as a percentage of GMV in 2025 compared to 1.1% in 2024. These decreases were driven by a 0.6 percentage point increase in advertising expenses, a 0.3 percentage point increase in shipping and packaging expenses, a 0.2 percentage point increase in other operating expenses and a 0.1 percentage point increase in impairment losses, partially offset by a 0.6 percentage point increase in Gross Contribution, in each case as a percentage of GMV.
Year ended December 31, 2024 compared to year ended December 31, 2023
Revenues
Below are our revenues, broken down by source, for the years ended December 31, 2024 and 2023, and as a percentage of total revenues:
Year ended December 31,
2024 2023 Change
% of % of
Revenues Revenues Amount %
(in thousands Turkish Lira, except percentages)
Sales of goods 50,494,375 67.6 49,803,049 74.1 691,326 1.4
Marketplace revenues 9,491,687 12.7 8,478,435 12.6 1,013,252 12.0
Delivery services revenue 10,295,632 13.8 6,845,662 10.2 3,449,970 50.4
Other 4,387,878 5.9 2,071,609 3.1 2,316,269 111.8
Revenues 74,669,572 100.0 67,198,755 100.0 7,470,817 11.1
Our revenues increased by TRY 7,470,817 thousand, or 11.1%, to TRY 74,669,572 thousand in the year ended December 31, 2024 from TRY 67,198,755 thousand in the year ended December 31, 2023. This was primarily attributable to a TRY 3,449,970 thousand, or 50.4%, increase in delivery service revenue to TRY 10,295,632 thousand in 2024 compared to TRY 6,845,662 thousand in 2023. Additionally, other service revenue, which mainly consisted of advertising services revenue, Hepsiburada Premium subscription fees, fulfillment services revenue and Hepsi Finansman interest revenue, grew by TRY 2,316,269 thousand, or 111.8%, to TRY 4,387,878 thousand in 2024 compared to TRY 2,071,609 thousand in 2023.
In 2024, the Number of Orders increased by 10.9% compared to 2023 due to the continued rise in Order Frequency. Meanwhile, Average Order Value increased by 3.9% in 2024 compared to 2023. The increase in Average Order Value growth was due to a faster-than-inflation rise in average selling prices and to the higher share of large-ticket items in non-electronics in 2024 compared to 2023.
The increase in the Number of Orders combined with the increase in Average Order Value (as further detailed above) resulted in 2.9% growth on an annual basis in sales of goods and Marketplace revenues, on an aggregate basis, compared to 2023. The compound effects of an increasingly orthodox monetary policy from the Turkish government in response to inflation and higher annual interest rates in 2024 (as reported by the CBRT, the annual average interest rate increased to 44.9% in 2024 from 18.6% in 2023) curtailed market growth and consumer demand, which had an adverse effect on our revenue growth compared to 2023.
The 12.0% year-on-year growth in Marketplace revenue was higher than the 1.4% year-on-year growth in sales of goods revenue mainly due to the 2.9 percentage point shift in GMV mix towards Marketplace with faster growth in non-electronics in 2024.
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The 50.4% increase in delivery service revenue compared to 2023 was mainly due to (i) annual and mid-year rises in unit delivery service charges, (ii) an increase in delivery service revenue from off-platform customers of Hepsijet and (iii) an increase in the number of parcels delivered.
The 111.8% growth in other revenue was mainly driven by 66.7% growth in our advertising services revenues (including our HepsiAd services and co-marketing revenues) and 248.4% growth in Hepsiburada Premium subscription revenues compared to 2023. HepsiAd services revenue as a percentage of GMV was approximately 0.5% in 2024.
Operating expenses
Below are our operating expenses, broken down by category, for the years ended December 31, 2024 and 2023, and as a percentage of total revenue:
2024 2023 Change
% of % of
Revenues Revenues Amount %
(in thousands Turkish Lira, except percentages)
Cost of inventory sold (46,672,956) 62.5 (46,845,818) 69.7 172,862 (0.4)
Shipping and packaging expenses (7,975,827) 10.7 (6,281,581) 9.3 (1,694,246) 27.0
Payroll and outsource staff expenses (8,576,921) 11.5 (6,621,903) 9.9 (1,955,018) 29.5
Advertising expenses (5,617,923) 7.5 (4,587,984) 6.8 (1,029,939) 22.4
Technology expenses (969,429) 1.3 (778,935) 1.2 (190,494) 24.5
Depreciation and amortization (2,680,858) 3.6 (2,218,886) 3.3 (461,972) 20.8
Other operating income 468,973 (0.6) 898,748 (1.3) (429,774) (47.8)
Other operating expenses (2,089,671) 2.8 (2,045,451) 3.0 (44,220) 2.2
Impairment losses (532,764) 0.7 (87,013) 0.1 (445,751) 512.3
Operating expenses (74,647,376) 100.0 (68,568,823) 102.0 (6,078,553) 8.9
Our operating expenses increased by TRY 6,078,553 thousand, or 8.9%, to TRY 74,647,376 thousand for the year ended December 31, 2024 from TRY 68,568,823 thousand for the year ended December 31, 2023. This increase was mainly due to a 27.0% increase in shipping and packaging expenses, an 29.5% increase in payroll and outsource staff expenses, a 22.4% increase in advertising expenses, a 24.5% increase in technology expenses, a 20.8% increase in depreciation and amortization, a 47.8% decrease in other operating income, a 2.2% increase in other operating expenses and a 512.3% increase in impairment losses. This increase was partially offset by a 0.4% decrease in cost of inventory sold.
The decrease of TRY 172,862 thousand, or 0.4%, in our cost of inventory sold was primarily due to the higher discount impact on cost of inventory sold due to purchases on credit, as a result of increased annual interest rate in Türkiye.
The TRY 1,694,246 thousand, or 27.0%, increase in shipping and packaging expenses was mainly driven by the 10.9% increase in Number of Orders and a rise in delivery fee per unit, outpacing the average inflation in 2024, applied by our delivery partners due to increases in fuel prices and annual minimum wages.
The TRY 1,955,018 thousand, or 29.5%, rise in payroll and outsource staff expenses was mainly due to the annual and mid-year salary rises, along with the fact that the number of average full-time and outsourced employees (excluding those employees who are employed for the development of our website and whose costs are capitalized as per IFRS Accounting Standards as issued by the IASB) increased by 24.1% in 2024 compared to 2023 in line with our plans on talent onboarding for our subsidiaries.
The TRY 1,029,939 thousand, or 22.4%, increase in advertising expenses was mainly due to continued investment in some of our profitability drivers including growing the sale of non-electronic categories and scaling our strategic business pillar Hepsiburada Premium program. In this regard, we have deepened our customer engagement through better personalized customer journeys and our loyalty program. As an outcome of the new E-Commerce Law (as defined under Item 4.B. “Information on the Company—Business Overview—Regulatory Overview”), in the future, the Company may have to limit the total amount of advertising and marketing expenditures and customer discounts if and when the Company exceeds the threshold that triggers advertisement and discount budget restrictions.
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The TRY 190,494 thousand, or 24.5%, increase in technology expenses was mainly due to higher cloud expenses in 2024 compared to 2023 and an increase in our headcount, which triggered higher software license fees. The increase was also related to investments in new software solutions to enhance customer experience in line with our efforts to provide a superior customer experience.
The TRY 461,972 thousand, or 20.8%, increase in depreciation and amortization was mainly due to the increase in additions to intangible assets associated with website development costs.
Other operating income, which mainly includes reversal of provisions, contribution income, bank promotion income and ADS depositary service income, decreased by TRY 429,774 thousand, or 47.8%, to TRY 468,973 thousand, in the year ended December 31, 2024 from TRY 898,748 thousand in December 31, 2023. This decrease was largely attributable to recording of the reversal of TRY 273.2 million of the TRY 297.6 million expense provision regarding an investigation initiated by the Competition Board in 2023, and the settlement of the USD 3,975 thousand (equivalent to TRY 230.2 million) contribution amount owed by TurkCommerce B.V. to Hepsiburada under the contribution agreement entered into between the parties in 2023.
Other operating expenses which mainly include provision for license fee, insurance, provision for legal cases, legal expenses, consultancy, withholding tax and other service costs increased by TRY 44,220 thousand, or 2.2%, to TRY 2,089,671 thousand for the year ended December 31, 2024 from TRY 2,045,451 thousand for the year ended December 31, 2023. This increase was mainly due to provision for license fee amounting to TRY 235,637 thousand and utilities and rent expenses. The increase was partially offset by lower withholding tax payments and credit card processing expenses in 2024 compared to 2023.
Impairment losses, which mainly include bad debt provision expenses relating to BNPL receivables and loan receivables, increased by TRY 445,751 thousand, or 512.3%, to TRY 532,764 thousand for the year ended December 31, 2024 from TRY 87,013 thousand for the year ended December 31, 2023.
Financial income
Our financial income decreased by TRY 1,429,957 thousand, or 21.4%, to TRY 5,259,222 thousand in 2024 compared to TRY 6,689,179 thousand in 2023. This was mainly driven by a TRY 3,703,011 thousand decreases in foreign currency exchange gains from our U.S. dollar denominated bank deposits and financial investments due to lower U.S. dollar/TRY appreciation in 2024. The TRY currency depreciation was by 19.7% in 2024 compared to 57.4% in 2023. The decrease was partially offset by a TRY 1,310,655 thousand increase in interest income on time deposits due to higher annual interest rates (as reported by the CBRT, the annual average interest rate increased to 44.9% in 2024 from 18.6% in 2023) and a TRY 1,094,275 thousand increase in interest income on credit sales due to higher annual interest rates and higher revenue.
Financial expenses and fees
Our financial expenses and fees increased by TRY 2,448,531 thousand, or 32.3%, to TRY 10,026,763 thousand in 2024 compared to TRY 7,578,232 thousand in 2023, primarily attributable to a TRY 2,377,976 thousand increase in fees for collection of credit card receivables as a result of an increase in annual effective interest rates compared to 2024 and a TRY 1,034,990 thousand increase in interest expenses on purchases due to higher inventory procurement during 2024. The increase was partially offset by a TRY 1,080,921 thousand decrease in foreign currency exchange losses from our U.S. dollar denominated trade payables and payables to merchants due to lower U.S. dollar/TRY appreciation in 2024.
Monetary gains/(losses)
Our monetary gains/(losses) position increased by TRY 242,783 thousand to TRY 2,644,648 thousand monetary gains in 2024 from TRY 2,401,865 thousand monetary gains in 2023. The increase in monetary gains was mainly due to the change in net monetary position resulting from monetary liabilities (mainly consisting of trade payables and payables to merchants) exceeding monetary assets (mainly consisting of cash and cash equivalents) in 2024.
Net (loss)/income for the year
Our net loss for the year was TRY 2,100,697 thousand in 2024 compared to net income of TRY 142,744 thousand in 2023.
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The TRY 2,243,443 thousand negative change was mainly due to the TRY 3,878,486 thousand increase in net financial expenses and fees (net of financial income), which was partially offset by the TRY 1,392,270 thousand reduction in operating losses and the TRY 242,783 thousand increase in monetary gains as described above.
EBITDA
EBITDA increased by TRY 1,854,236 thousand, or 218.4%, to TRY 2,703,054 thousand in the year ended December 31, 2024 from TRY 848,818 thousand in the year ended December 31, 2023, corresponding to 1.1% EBITDA as a percentage of GMV in 2024. This corresponded to a 0.7 percentage point improvement in EBITDA as a percentage of GMV in 2024 compared to 0.4% in 2023. This improvement was driven by a 2.1 percentage point rise in Gross Contribution margin, partially offset by a 0.5 percentage point increase in payroll and outsource staff expenses, a 0.4 percentage point increase in shipping and packaging expenses, a 0.2 percentage point increase in advertising expenses, a 0.1 percentage point increase in other operating expenses, net and a 0.2 percentage point increase in impairment losses, in each case as a percentage of GMV.
B. Liquidity and Capital Resources
Current Sources of Liquidity and Capital Resources
Our principal sources of liquidity are the revenue generated from our Marketplace and Direct Sales operations, the revenue generated from our additional revenue streams including off-platform delivery service revenue, advertising services revenue through HepsiAd, subscription revenue through Hepsiburada Premium, interest revenue through Hepsi Finansman and fulfillment services revenue; the cash received from IPO proceeds and uncommitted available credit limits from Turkish banking institutions.
As of December 31, 2025, we had cash and cash equivalents of TRY 11,307,632 thousand and financial investments of TRY 2,016,090 thousand, compared to cash and cash equivalents TRY 8,835,465 thousand and financial investments of TRY 3,121,445 thousand as of December 31, 2024. Our cash and cash equivalents consist of cash in hand, bank deposits and highly liquid assets, the original maturity of which is less than three months. Our financial investments are financial assets measured at fair value and financial assets carried at amortized cost and consist of foreign currency based mutual funds and Eurobonds as of December 31, 2025. See Note 3 to our audited consolidated financial statements included elsewhere in this annual report for further details. We held approximately 93% of our cash and cash equivalents in Turkish Lira as of December 31, 2025 while the remaining 7% was held in U.S. dollar. We held approximately 98% of our financial investments in U.S. dollar as of December 31, 2025. The percentage of cash and cash equivalents that is held in Turkish Lira may change from time to time in line with the Group’s working capital management policy. See Item 5. “Operating and Financial Review and Prospects—Key Factors Affecting Our Financial Condition and Results of Operations—Exchange Rate Volatility.” In 2021, we received approximately USD 469.3 million in net proceeds from our IPO after deducting underwriting commissions and discounts and the IPO expenses payable by us, all of which we had fully used as of December 31, 2025.
We generate negative working capital as a result of our operating model, which we use as the main source of funding for our operations. See Note 22 to our audited consolidated financial statements included elsewhere in this annual report. Additionally, we maintain available lines of credit with various banks that can be used in obtaining cash, letters of guarantee and cash for payments to suppliers.
In order to have access to financing, we maintain credit limits with various Turkish banks. As of December 31, 2025, our total uncommitted credit limits amounted to TRY 8,611,947 thousand, available for cash and non-cash (i.e., letters of credit) utilizations as well as supplier and merchant financing operations and consumer finance operations. As of December 31, 2025 and December 31, 2024, our bank borrowings under these credit limits amounted to TRY 596,550 thousand and TRY 2,202,507 thousand, respectively.
The following table summarizes our borrowings as of December 31, 2025, 2024 and 2023:
As of December 31,
2025 2024 2023
(in thousands Turkish Lira)
Short-term bank borrowings 596,550 2,202,507 346,722
Long-term bank borrowings — — 5,308
Total bank borrowings 596,550 2,202,507 352,030
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Our short-term bank borrowings are utilized to fund our consumer financing operations, to facilitate supplier and merchant financing facilities, as well as for a short-term liquidity source if and when required in the ordinary course of our operations. As of December 31, 2025, supplier and merchant financing facilities represented TRY 488.1 million of our short-term bank borrowings, and the remaining TRY 108.5 million pertained to other short-term bank borrowings utilized as a resource for liquidity.
Given the seasonality in our operations, historically, we would draw on short-term loans in the first quarter of the year (due to decreased sales after year-end and to provide a source of liquidity) and repay a substantial amount in the second half of the year (as we generate cash through our operations). Due to this cycle, a significant portion of the utilized amounts is not outstanding as of the relevant balance sheet date. In 2023, given significant IPO proceeds, we did not draw a significant amount on short-term loans. In 2024 and 2025, we utilized debt market instruments in order to grow our consumer financing operations. As of December 31, 2025, our short-term borrowings amounted to TRY 108,471 thousand (excluding supplier and merchant financing loans). TRY 97.0 million of short-term bank borrowings were to fund our consumer finance operations. The remaining balance consisted of TRY 11.4 million of non-interest-bearing credit card payables due to purchasing goods. Of note, during 2023, 2024 and the beginning of 2025, we were subject to restrictions from borrowing Turkish Lira from banks given that our foreign-currency cash assets exceeded the limits set out in the BRSA Decision dated June 24, 2022 (the “BRSA Decision”). The BRSA decision was lifted in February 2025.
In 2024 and in the first quarter of 2025, Hepsiburada participated as originating entity with respect to its BNPL receivables in issuances of ABS pursuant to the approval granted by the Capital Markets Board of Türkiye (“CMB”) to Pasha Yatırım Bank Hepsiburada Varlık Finansmanı Fonu on March 21, 2024. The approval was granted for up to TRY 2 billion and was valid for one year from the date of approval. Within this scope, we participated in four issuances of ABS. The first issuance of TRY 150 million with average maturity of 89 days at an annual average interest rate of 55% was settled on June 5, 2024. The second issuance of TRY 350 million with average maturity of 84 days at an annual average interest rate of 51.00% was settled on September 27, 2024. The third issuance of TRY 450 million with average maturity of 73 days at an annual average interest rate of 51.00% was settled on December 4, 2024. The fourth (and final) issuance of TRY 500 million with average maturity of 70 days at an annual average interest rate of 42.75% was settled on March 12, 2025. Although the ABS program was discontinued in 2025, we may use ABS again in the future.
In 2024 and 2025, we also issued four series of bonds to domestic qualified investors through Hepsi Finansman to sustainably grow our consumer finance business. On September 11, 2024, the CMB granted approval of Hepsi Finansman’s issuance of bonds or bills with a total aggregate principal amount of up to TRY 1,050 million in one or more tranches within one year. Hepsi Finansman completed its first and second bond issuances on October 10, 2024 and on November 6, 2024 of aggregate principal amounts of TRY 250 million and TRY 150 million, respectively. Each of these series of bonds has a six-month maturity and coupon payments due every three months. Each series of bonds accrues interest at a rate of 51.50% per annum. The principal of the bonds will be repaid at maturity. The third issuance on March 4, 2025 was for an aggregate principal amount of TRY 100 million with a six-month maturity at a compounded annual interest rate of 43.00% with a coupon and principal repayment at maturity. The fourth issuance on April 30, 2025 was for an aggregate principal amount of TRY 66.95 million with a six-month maturity at an interest rate of 52.00% per annum.
Additionally, in 2025, we increased the share capital of the Company in an aggregate amount of TRY 4,172.0 million to provide additional cash to fund our business operations. See Item 14 “Material Modifications to the Rights of Security Holders and Use of Proceeds—Amendments to Articles of Association—Capital Increase” for more information.
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All of our bank borrowings are denominated in Turkish Lira and are utilized under Turkish law governed general credit agreements with standard terms. As of December 31, 2025, the average annual effective interest rate for our bank borrowings was between 41.3% and 48% and the average annual effective interest rate for supplier and merchant financing loans was 51.6% while these rates in 2024 were between 48% and 54.1%, and 58.4%, respectively.
Cash Flows
The following table summarizes our cash flows for the years ended December 31, 2025, 2024, and 2023.
For the year ended December 31,
2025 2024 2023
(thousand Turkish Lira)
Cash and cash equivalents at beginning of the year 8,833,647 10,392,362 16,378,445
Net cash provided by/(used in) operating activities 11,284,445 7,457,826 9,485,168
Net cash provided by/(used in) investing activities 2,565,280 1,171,104 (3,171,646)
Net cash provided by/(used in) financing activities (9,239,214) (7,678,061) (6,293,097)
Net increase in cash and cash equivalents 4,610,511 950,869 20,425
Effects of exchange rate changes on cash and cash equivalents 36,752 65,342 329,625
Effects of inflation on cash and cash equivalents (2,183,505) (2,574,926) (6,336,133)
Cash and cash equivalents at end of the year 11,297,405 8,833,647 10,392,362
Net cash provided by / (used in) operating activities
Net cash provided by operating activities for 2025 comprised a TRY 5,699,176 thousand net loss (2024: net loss of TRY 2,100,697 thousand), a positive TRY 2,726,535 thousand change in net working capital (2024: negative TRY 2,525,517 thousand) and a TRY 14,257,086 thousand change in other items (comprising non-cash items such as provisions and depreciation expenses, as well as non-operating items such as financial income and expenses, non-operating monetary gains and losses and unrealized foreign exchange differences) (2024: TRY 12,084,040 thousand). Net cash provided by operating activities increased by TRY 3,826,619 thousand to TRY 11,284,445 thousand in 2025 as compared to TRY 7,457,826 thousand in 2024. This increase was mainly due to a TRY 5,252,052 thousand increase in change in working capital and a TRY 2,173,046 thousand increase in change in other items comprising non-cash items such as provisions and operating monetary gains and losses as well as realized foreign exchange gains, partially offset by a TRY 3,598,479 thousand increase in loss for the year.
Net cash provided by operating activities for 2024 comprised a TRY 2,100,697 thousand net loss (2023: net income of TRY 142,744 thousand), a negative TRY 2,525,517 thousand change in net working capital (2023: negative TRY 2,898,437 thousand) and a TRY 12,084,040 thousand change in other items (comprising non-cash items such as provisions and depreciation expenses, as well as non-operating items such as financial income and expenses, non-operating monetary gains and losses and unrealized foreign exchange differences) (2023: TRY 12,240,861 thousand). Net cash provided by operating activities decreased by TRY 2,027,342 thousand to TRY 7,457,826 thousand in 2024 as compared to TRY 9,485,168 thousand in 2023. This decrease was mainly due to a TRY 2,243,441 thousand increase in net loss for the year and a TRY 156,821 thousand decrease in change in other items comprising non-cash items such as provisions and operating monetary gains and losses as well as realized foreign exchange gains, partially offset by a TRY 372,920 thousand increase in change in working capital.
Net cash provided by / (used in) investing activities
In 2025, net cash from investing activities increased by TRY 1,394,176 thousand to an inflow of TRY 2,565,280 thousand from an inflow of TRY 1,171,104 thousand in 2024. This increase was primarily due to a decrease in purchases of financial investments amounting to TRY 6,028,094 thousand, partially offset by a decrease in sale of financial investments amounting to TRY 4,651,194 thousand.
In 2024, net cash from investing activities increased by TRY 4,342,750 thousand to an inflow of TRY 1,171,104 thousand from an outflow of TRY 3,171,646 thousand in 2023. This change was primarily due to a decrease in purchases of financial investments amounting to TRY 1,171,176 thousand, an increase in sale of financial investments amounting to TRY 1,569,062 thousand and a TRY 2,048,781 thousand increase in interest received on time deposits and credit sales.
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Net cash provided by / (used in) financing activities
In 2025, net cash used in financing activities increased by TRY 1,561,153 thousand to an outflow of TRY 9,239,214 thousand from an outflow of TRY 7,678,061 thousand in 2024. This increase was primarily due to the increase in interest and commission paid amounting to TRY 1,882,725 thousand, an increase in repayment of borrowings amounting to TRY 4,896,606 thousand and an increase in lease payments amounting to TRY 506,604 thousand. The increase was partially offset by a TRY 4,171,960 thousand net increase in capital injection made by Kaspi.kz and an increase in proceeds from borrowings amounting to TRY 1,552,822 thousand.
In 2024, net cash used in financing activities increased by TRY 1,384,964 thousand to an outflow of TRY 7,678,061 thousand from an outflow of TRY 6,293,097 thousand in 2023. This increase was primarily due to the increase in interest and commission paid amounting to TRY 2,941,094 thousand. The increase was partially offset by a TRY 1,501,265 thousand net decrease in proceeds from borrowings and repayment of borrowings in 2024.
Free Cash Flow
References to Free Cash Flow are to net cash provided by operating activities less capital expenditures plus proceeds from sale of property and equipment. See “—Key Indicators of Operating and Financial Performance and Non-IFRS Measures.”
For the year ended December 31, 2025, our Free Cash Flow increased to TRY 8,876,951 thousand from TRY 4,845,534 thousand in 2024. This increase was mainly driven by a TRY 3,826,620 thousand increase in net cash provided by operating activities and a TRY 216,799 thousand decrease in tangible and intangible asset acquisitions. See “—Net cash provided by / (used in) operating activities” for further information.
For the year ended December 31, 2024, our Free Cash Flow decreased to TRY 4,845,534 thousand from TRY 7,319,145 thousand in 2023. This decrease was mainly driven by a TRY 2,027,342 thousand decrease in net cash provided by operating activities and a TRY 451,342 thousand increase in tangible and intangible asset acquisitions. See “—Net cash provided by / (used in) operating activities” for further information.
Net Working Capital
References to “Net Working Capital” are to current assets (excluding cash and cash equivalents and financial investments) minus current liabilities (excluding current bank borrowings and current lease liabilities).
The following table shows the reconciliation of Net Working Capital to current assets and current liabilities as of the dates indicated:
As of December 31,
2025 2024 2023
(in thousands Turkish Lira)
Current assets 29,667,185 27,297,189 27,636,725
Cash and cash equivalents (11,307,632) (8,835,466) (10,393,836)
Financial investments (2,016,090) (3,121,445) (3,255,619)
Current liabilities (33,390,282) (28,254,450) (25,788,220)
Bank borrowings, current 596,550 2,202,507 346,722
Lease liabilities, current 1,050,937 535,459 292,111
Net Working Capital (15,399,332) (10,176,206) (11,162,118)
Net Working Capital is a supplemental non-IFRS financial measure that is not required by, or presented in accordance with, IFRS Accounting Standards as issued by the IASB. See “—Summary Consolidated Financial and Other Data—Key Indicators of Operating and Financial Performance and Non-IFRS Measures” and “Presentation of Financial and Other Information” for more information.
Net Working Capital was negative TRY 15,399,332 thousand as of December 31, 2025 compared to negative TRY 10,176,206 thousand as of December 31, 2024. The TRY 5,223,126 thousand change in negative net working capital was mainly driven by a TRY 6,280,001 thousand increase in trade payables and payables to merchants, a TRY 688,118 thousand decrease in loan receivables, partially offset by a TRY 873,818 thousand increase in inventories and a TRY 323,246 thousand increase in trade receivables.
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Net Working Capital was negative TRY 10,176,206 thousand as of December 31, 2024 compared to negative TRY 11,162,118 thousand as of December 31, 2023. The TRY 985,912 thousand change in negative net working capital was mainly driven by a TRY 1,132,553 thousand increase in trade receivables, a TRY 986,761 thousand increase in loan receivables, a TRY 362,388 increase in inventories, partially offset by a TRY 1,007,572 thousand decrease in other current assets and a TRY 774,572 thousand increase in other current liabilities. As of December 31, 2024, the increase in loan receivables was mainly due to an increase in our in-house consumer finance loan facility that was launched in January 2024.
Our trade receivables mainly include trade receivables related to checks received through corporate sales, credit card receivables, receivables from suppliers (receivables under rebate invoices issued to the suppliers where our rebate receivables from a supplier exceed the payables owed to that specific supplier at the reporting date and the net receivable from that specific supplier is classified in trade receivables), BNPL receivables, and receivables of Hepsijet from its customers. As of December 31, 2025, our trade receivables amounted to TRY 5,940,833 thousand, compared to TRY 5,617,587 thousand as of December 31, 2024. The increase in our trade receivable balance was mainly due to credit card receivables. As of December 31, 2024, our trade receivables amounted to TRY 5,617,587 thousand, compared to TRY 4,484,988 thousand as of December 31, 2023. The increase in our trade receivable balance was mainly due to the increase in BNPL receivables.
As of December 31, 2025, the number of inventory days was 56 days, down from 61 days as of December 31, 2024. During 2025, we slightly decreased our inventory days due to improvements in operational efficiency. As of December 31, 2024, the number of inventory days was 61 days, up from 58 days as of December 31, 2023, to achieve a sustainable inventory level for our operations.
As of December 31, 2025, our other current assets increased by TRY 543,853 thousand compared to December 31, 2024, mainly due to the withholding tax rate changes applied to interest income in July 2025. Our other current liabilities decreased by TRY 726,609 thousand mainly due to a shift from VAT payable to VAT deductible in 2025 and the decrease in deferred BNPL income.
As of December 31, 2025, our trade payables and payables to merchants amounted to TRY 25,879,493 thousand. Our trade payables and payables to merchants increased by TRY 6,280,001 thousand, compared to December 31, 2024, mainly due to an increase in payable days for our retail suppliers, which was 71 days as of December 31, 2025, up from 57 days as of December 31, 2024, mainly due to a change in the mix of sales towards the suppliers with relatively higher payment days.
As of December 31, 2025, the increase in provisions was mainly due to the provision relating to license fee and legal disputes.
The average trade payable days exceed the average trade receivable days and due to our high rate of inventory turnover, we maintained a negative net working capital position as of December 31, 2025 and December 31, 2024, respectively.
Material Cash Requirements
As of December 31, 2025, December 31, 2024 and December 31, 2023, our outstanding debt (including trade payables, bank borrowings and lease liabilities) was TRY 28,305.3 million, TRY 23,101.4 million and TRY 20,836.4 million, respectively. Our current investments mainly focus on capital expenditures, which we expect to increase in 2026 in Turkish Lira terms due to the anticipated depreciation of the Turkish Lira, a rise in inflation and the expansion of our strategic assets. See “—Capital Expenditures” below.
Inflationary price increases impacting the cost of inventories, payroll costs, shipping costs and other operating expenses have put, and are expected to continue to put increasing pressure on our cash requirements. Additionally, the high inflationary environment in Türkiye may result in a further decline in customer demand which may lead to a decrease in our GMV growth rate compared to our plans and accordingly we may consider offering higher customer discounts to stimulate any slowdown in demand which may lead to a lower Gross Contribution. This may also result in higher inventory days, which can adversely impact our negative working capital position. We may also face shorter payment terms to our merchants and suppliers, due to prevailing economic conditions including principally hyperinflation, which may impact the financial condition of our merchants and suppliers. Consequently, we may require additional funding from sources other than our operations for working capital needs. Additionally, we may take strategic decisions to improve customer experience and merchant experience, either of which may result in incremental operational and financial expenses.
Our BNPL product and our consumer financing product trigger additional cash requirements which we have been financing mainly through bank borrowings and securitizations as much as macroeconomic and market conditions allow. In addition, our affordability solutions require both capital expenditures and marketing investments to be introduced and scaled for our clients and merchants in the market, while we continue enhancing our on-platform affordability solutions.
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We may consider inorganic growth opportunities to expand our operations. Such acquisitions may result in additional cash requirements and funding.
Furthermore, from time to time, we are required to provide financial assurance to third parties and in connection with such obligations, we obtain letters of credit for our suppliers. Such off-balance sheet commitments may result in an increase in our financial expenses and fees.
Capital Expenditures
Our capital expenditures primarily relate to the expansion of our business and activities and include, among other things, (i) website development costs, (ii) acquisition of furniture and fixtures (mainly comprising purchased computers, servers and machine equipment investments in the Group’s operation center), (iii) costs related to the acquisition of software and rights (licenses), (iv) leasehold improvements, (v) acquisition of motor vehicles and (vi) advances given in relation to purchase of property and equipment.
The following table summarizes our capital expenditures for the years ended December 31, 2025, 2024 and 2023:
As of December 31,
2025 2024 2023
(in thousands Turkish Lira)
Website development costs 1,786,047 1,818,238 1,714,320
Furniture and fixtures 355,469 490,499 236,690
Acquired software and rights 201,142 264,912 243,325
Leasehold improvements 70,594 60,479 22,628
Motor vehicles 787 3,986 136
Other 3,697 7,823 7,643
Total capital expenditures(1) 2,417,736 2,645,937 2,224,743
(1) For 2025, 2024 and 2023, total capital expenditure reported in our free cash flow calculation does not reconcile with the total capital expenditure noted in this table due to the capitalization of personnel bonus provision related to direct employee costs which amounted to TRY 2,887 thousand, TRY 14,289 thousand and TRY 44,437 thousand as of December 31, 2025, 2024, and 2023, respectively.
For the years ended December 31, 2025, 2024 and 2023, our capital expenditures were TRY 2,417,736 thousand, TRY 2,645,937 thousand, TRY 2,224,743 thousand, respectively. Of the TRY 228,201 thousand decrease in 2025, TRY 32,191 thousand was due to the decrease in website development costs primarily consisting of the costs of employees who are employed for the development of our website and whose costs are capitalized as per IFRS Accounting Standards as issued by the IASB, TRY 63,770 thousand was due to the decrease in acquired software and rights, and TRY 135,030 thousand was due to the decrease in furniture and fixtures costs. Our capital expenditures related to the development of our strategic assets were mainly for the expansion of Hepsijet. In 2025 and 2024, capital expenditures for Hepsijet amounted to approximately 13% and 11%, respectively, and the capital expenditures for Hepsipay amounted to approximately 21% and 20% of our total capital expenditures, respectively.
For the year 2026, we expect a continued increase in our capital expenditure in Turkish Lira terms, in line with Company’s annual growth, mainly due to (i) our larger technology employee base working on website development and whose costs are capitalized, (ii) roughly 28% of total capital expenditure being in U.S. dollar such as servers, storages, notebooks, PCs and other IT equipment where we expect approximately 20% appreciation of the U.S. dollar against the Turkish Lira by the end of 2026, (iii) expected year-end inflation of around 25% and (iv) a higher investment in our strategic assets primarily for technological advancements and automation for Hepsijet and product development of Hepsipay. For the year ended December 31, 2026, we anticipate that Hepsijet will account for approximately 25% of total capital expenditure (compared to approximately 13% in 2025) and Hepsipay will account for approximately 9% of total capital expenditure (compared to approximately 21% in 2025).
Anticipated Sources of Funds
As we operate with negative net working capital, we fund our payables through the cash generated from our operations.
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We expect that we will maintain our negative net working capital position and we will fund our debt as well as our purchase commitments through our current cash and cash equivalents, cash generated from operations and available funds to the extent available to us under our existing debt facilities. We may also conduct further capital increases from time to time.
In the short term, we believe that our current cash, cash equivalents and cash expected to be generated from operations will be sufficient to meet our obligations given our priority on becoming a profitable company. We have developed our strategic priorities, which emphasize differentiating assets (including logistics services and affordability solutions), customer loyalty, offering payment, lending and last-mile services to third parties and overall cost optimization. We believe these strategic priorities will continue to support our path towards operational profitability.
We expect our long-term cash requirements to be driven by capital expenditures and working capital requirements necessary to improve our profitability and business growth. Growth in our financing operations is also expected to increase our funding requirements. Given the dynamic nature of the market we operate in, the volatility in the capital markets, the current status of our business as well as rising inflation and interest rates, we are currently unable to reasonably quantify our expected long-term capital requirements and our ability to fully meet our long-term liquidity needs. Our long-term liquidity needs would be further negatively impacted if the macroeconomic conditions set forth above persist for a sustained period of time. See also Item 3.D. “Key Information—Risk Factors— Risks Relating to Our Business and Industry—We may need to raise additional funds to finance our future capital needs, including investing in growth and technology, which may prevent us from growing our business.” We believe that our focus on becoming profitable at the operating level will continuously support our long-term cash requirements.
Our bank borrowings, ABS program and bond program are our main external funding sources. Within the scope of the TRY 2 billion limit given by the CMB to Pasha Yatırım Bank Hepsiburada Varlık Finansmanı Fonu, we conducted four successful asset-backed securities issuances in D-Market totaling TRY 1,450 million between June 2024 and March 2025. The current ABS limit expired on March 21, 2025 and has not been renewed. However, a new limit may be sought in the future depending on emerging needs.
Hepsi Finansman has conducted four bond issuances totaling TRY 567 million in aggregate principal amount, which was within the TRY 1,050 million limit granted by the CMB. This limit expired on August 1, 2025. On July 17, 2025, the CMB granted approval of Hepsi Finansman issuance of bonds or bills with a total aggregate principal amount of up to TRY 1,050 million until July 17, 2026. There have been no bond issuances within this approved limit.
The current economic environment and market conditions could limit our ability to borrow funds on acceptable terms or at all in the amounts that would be required to supplement cash flows to support our funding needs. Additional debt would result in increased financial expenses.
In addition to pursuing financing opportunities, we continue to focus on improving our overall operating performance and liquidity by assessing and evaluating different strategic options that may be available to us, restructuring plans or options in relation to our strategic assets, renegotiating for more favorable payment terms with our suppliers and monitoring inventory turnover levels closely to ensure an optimum inventory level at any point in time. From time to time, we evaluate our staffing levels in response to changes in our business needs and demand for our products in order to manage costs and improve performance which may result in restructuring of our workforce and associated costs. We cannot, however, assure you that any such options will materialize or be available to us on commercially acceptable terms or at all.
Additionally, while this does not bear directly on our liquidity or operations, we have a technical obligation to comply with local capital adequacy rules. To maintain compliance, we may be required to take one or more remedial corporate actions, such as a capital increase, a capital reduction or accounting set-offs in accordance with applicable tax laws and inflation accounting principles and practices. See Item 3.D. “Key Information—Risk Factors—Risks Relating to Ownership of our ADSs—We may need to carry out certain corporate actions, such as a capital increase, a capital reduction, accounting set-offs or similar actions or a combination thereof to maintain compliance with local capital adequacy rules, some of which may dilute the value of our outstanding ADSs.”
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Indemnification Agreement
Since April 2022, we have entered into indemnification agreements with some of our directors and members of our senior management. Such indemnification agreements represent off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that we believe are material to investors. For more information on our indemnification agreements, see Item 7.B. “Major Shareholders and Related Party Transactions—Related Party Transactions—Directors’ and Officers’ Indemnification and Insurance Arrangements,” and Exhibit 4.6 hereto.
C.Research and Development, Patents and Licenses, etc.
We carry out our research and development activities at our four R&D Centers, located in Istanbul and certified by the Turkish Ministry of Science, Industry, and Technology. We conduct a wide range of projects, including recommendation engines, search engines, customer personalization, payment systems, as well as fraud prevention. Hepsijet continues its research and development activities focusing on smart logistics, operational optimization and excellence at its R&D Center. In addition, the Hepsipay R&D Center develops projects in areas such as intelligent payment solutions, credit and risk assessment, credit scoring using machine learning methods, AI-powered credit solutions, AI-based financial advisory systems, fraud detection and gamification.
Along with our existing trademarks and pending trademark filings, certain components of our website and mobile applications, including the design, codes, website and mobile application contents, images, software integrations and interfaces are under copyright protection under Turkish copyright regulations. As of December 31, 2025, we held three patents in Türkiye as D-Market and two patents as Hepsijet. As of the same date, we also had thirteen pending patent applications as D-Market as well as three pending patent applications as Hepsijet. To date, we have published 36 academic papers under D-Market, 15 under Hepsijet, and 1 under HepsiPay. See Item 4.B. “Information on the Company—Business Overview—Intellectual Property.”
D.Trend Information
Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events since December 31, 2025 that are reasonably likely to have a material adverse effect on our revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.
E. Critical Accounting Estimates
Not applicable.
For a discussion of our material accounting estimates and assumptions, see Note 2.2 to our audited consolidated financial statements included elsewhere in this annual report.
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