UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
Date
of Report: July 27, 2023
Commission File Number: 001-40553
D-MARKET Elektronik Hizmetler ve Ticaret Anonim
Şirketi
(Exact Name of registrant as specified in its charter)
D-MARKET
Electronic Services & Trading
(Translation of Registrant‘s Name into English)
Kuştepe Mahallesi Mecidiyeköy Yolu
Cad. no: 12 Kule 2 K2
Şişli-Istanbul, Türkiye
(Address of principal executive
office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
Form 20-F x Form 40-F ¨
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
D-MARKET ELECTRONIC SERVICES & TRADING |
|
|
July 27, 2023 |
By: |
/s/ NİLHAN GÖKÇETEKİN |
|
Name: |
Nilhan Gökçetekin |
|
Title: |
Chief Executive Officer |
|
By: |
/s/ H. KORHAN ÖZ |
|
Name: |
H. Korhan Öz |
|
Title: |
Chief Financial Officer |
EXHIBITS
Exhibit 99.1
Hepsiburada Announces 2022 Annual General Assembly
ISTANBUL, July 27, 2023 - D-MARKET Electronic
Services & Trading (d/b/a “Hepsiburada”) (NASDAQ: HEPS) (the “Company”), a leading Turkish e-commerce
platform, will hold its 2022 Annual General Assembly on Friday, August 25, 2023 at 11:00 İstanbul time at the Company’s
headquarters at Kuştepe Mahallesi, Mecidiyeköy Yolu Caddesi, No:12 Trump Towers Kule:2 Şişli, İstanbul.
Holders of the Company’s American Depositary
Shares (the “ADSs”) who wish to exercise their voting rights for the underlying shares must act through the depositary of
the Company’s ADS program, The Bank of New York Mellon.
The agenda of the Annual General Assembly consists
of the following items in accordance with the relevant provisions of the Turkish Commercial Code (the “TCC”) and the Regulation
on Principles and Procedures for General Assembly Meetings of Joint Stock Companies and Ministry Representatives in Such Meetings (the
“Regulation”) governing the agenda of ordinary general assembly meetings:
| 1. | Opening of the meeting and election of the General Assembly Meeting Chairmanship; |
| 2. | Authorization of the General Assembly Meeting Chairmanship to sign the minutes of the meeting; |
| 3. | Reading and discussion of the Board of Director’s annual report for 2022 and reading of the independent
auditor’s report, as stipulated in the Regulation on Principles and Procedures for General Assembly Meetings of Joint Stock Companies
and Ministry Representatives to be Present at These Meetings (the “Regulation”); |
| 4. | Reading, discussion, and ratification of the financial statements for the 2022 accounting period, as specified
in the Regulation; |
| 5. | Release of the members of the Board of Directors for all their respective business, transactions and activities
for the 2022 accounting period, as specified in the Regulation; |
| 6. | Decision on the Company’s profit for the 2022 accounting period, the use of the profit, the proportions
of the profit and earnings shares to be distributed, as specified in the Regulation; |
| 7. | Decision on the salary, honorarium, bonus, and premium to be paid to the members of the Board of Directors
in their capacity as such and, as applicable, in their capacity as members of committees for the year 2023 under Article 394 of the
TCC and the Regulation; |
| 8. | Approval of the appointment of Mr. Stefan Gross-Selbeck, who was appointed by the Board of Directors
pursuant to Article 363 of the TCC as an independent member of the Board of Directors to fill a seat vacated due to the resignation
of Mr. Cemal Ahmet Bozer, as specified in the TCC and the Regulation; |
| 9. | Appointment of the members of the Board of Directors and determination of their terms of office; |
| 10. | Appointment of the independent auditor for the 2023 accounting period, as specified in the Regulation; |
| 11. | Consent of members of the Board of Directors for the commercial activities and transactions referred to
in Article 395 and Article 396 of the TCC; |
| 12. | Approval of the renewal of the directors’ and officers’ insurance policy; |
| 13. | Determination of the upper limit for the aid and donations to be made until the next Ordinary General
Assembly meeting of the Company as 2 per thousands of the total net assets of the Company and approval of the authorization of the Board
of Directors within this context; |
| 14. | Approval of the granting of Company’s Class B shares that can be represented by ADSs (American
Depositary Shares) within the scope of the Incentive Plan (HAPP), the main framework and conditions of which were established under the
decision of the Company’s Board of Directors dated 24 March 2021 and numbered 2021/13, to senior executives, key employees,
consultants, managers and members of the Board of Directors, as determined by the resolution of the Board of Directors dated 27 February 2023
and numbered 2023/03; |
| 15. | Approval of the Revised Incentive Plan under which shares may be granted to senior executives, key employees,
consultants, managers and members of the Board of Directors as set forth in the resolution of the Board of Directors dated 24 April 2023
and numbered 2023/10; |
| 16. | Determining the procedures and principles of the authorization to the Board of Directors to repurchase
a portion of the Company’s ADSs traded on Nasdaq, pursuant to the applicable laws of the United States by complying with the requirements
and limitations in applicable law, for the purpose of granting shares of the Company that can be represented by ADS to those senior executives,
key employees, consultants, managers and members of the Board of Directors, within the scope of the Revised Incentive Plan approved with
the decision of the Board of Directors dated 24 April 2023 and numbered 2023/10; |
| 17. | Determination of the procedures and principles of the authorization to be given to the members of the
Board of Directors for the repurchase of ADSs representing Class B shares of the Company from the publicly traded portion, as specified
in Article 16 of the Agenda above, in accordance with the provisions of Article 379 et seq. of the TCC; |
| 18. | Approval of the Remuneration Policy for the members of the Board of Directors and managers of the Company; |
Explanatory notes on the agenda items along with
the copies of certain materials related to the Annual General Assembly will be made available on the Company’s investor relations
website https://investors.hepsiburada.com/ as of July 27, 2023.
About
Hepsiburada
Hepsiburada
is a leading e-commerce technology platform in Türkiye, connecting over 57 million members with approximately 180 million stock keeping
units across over 30 product categories. Hepsiburada provides goods and services through its hybrid model combining first-party direct
sales (1P model) and a third-party marketplace (3P model) with over 100,000 merchants.
With
its vision of leading the digitalization of commerce, Hepsiburada acts as a reliable, innovative and purpose-led companion in consumers’
daily lives. Hepsiburada’s e-commerce platform provides a broad ecosystem of capabilities for merchants and consumers including:
last-mile delivery and fulfilment services, advertising services, on-demand grocery delivery services, and payment solutions offered through
Hepsipay, Hepsiburada’s payment companion and Buy-Now-Pay-Later solutions provider. HepsiGlobal offers a selection from international
merchants through its inbound arm while outbound operations aim to enable merchants in Türkiye to make cross-border sales.
Since
its founding in 2000, Hepsiburada has been purpose-led, leveraging its digital capabilities to develop the role of women in the Turkish
economy. Hepsiburada started the “Technology Empowerment for Women Entrepreneurs” programme in 2017, which has supported over
43,000 female entrepreneurs throughout Türkiye to reach millions of customers with their products.
Investor
Relations Contact
ir@hepsiburada.com
Media
Contact
corporatecommunications@hepsiburada.com
Exhibit 99.2
Annual General Meeting of Shareholders
of D-Market Electronic Services & Trading Date: August 25, 2023 See Voting Instruction On Reverse Side. Please make your marks like
this: Use pen only Please refer below and to the other side of the card for a description of the matters submitted to the Annual
Shareholders’ Meeting of August 25, 2023 Agenda: 1. Opening of the meeting and election of the General Assembly Meeting Chairmanship,
2. Authorization of the General Assembly Meeting Chairmanship to sign the minutes of the meeting, 3. Reading and discussion of the Board
of Director’s annual report for 2022 and reading of the independent auditor’s report, as stipulated in the Regulation on
Principles and Procedures for General Assembly Meetings of Joint Stock Companies and Ministry Representatives to be Present at These
Meetings (the “Regulation”), 4. Reading, discussion, and ratification of the financial statements for the 2022 accounting
period, as specified in the Regulation, 5. Release of the members of the Board of Directors for all their respective business, transactions
and activities for the 2022 accounting period, as specified in the Regulation, 6. Decision on the Company’s profit for the 2022
accounting period, the use of the profit, the proportions of the profit and earnings shares to be distributed, as specified in the Regulation,
7. Decision on the salary, honorarium, bonus, and premium to be paid to the members of the Board of Directors in their capacity as such
and, as applicable, in their capacity as members of committees for the year 2023 under Article 394 of the TCC and the Regulation, 8.
Approval of the appointment of Mr. Stefan Gross-Selbeck, who was appointed by the Board of Directors pursuant to Article 363 of the TCC
as an independent member of the Board of Directors to fill a seat vacated due to the resignation of Mr. Cemal Ahmet Bozer, as specified
in the TCC and the Regulation, 9. Appointment of the members of the Board of Directors and determination of their terms of office, 10.
Appointment of the independent auditor for the 2023 accounting period, as specified in the Regulation, 11. Consent of members of the
Board of Directors for the commercial activities and transactions referred to in Article 395 and Article 396 of the TCC, 12. Approval
of the renewal of the directors and officers’ insurance policy, 13. Determination of the upper limit for the aid and donations
to be made until the next Ordinary General Assembly meeting of the Company as 2 per thousands of the total net assets of the Company
and approval of the authorization of the Board of Directors within this context, 14. Approval of the granting of Company’s Class
B shares that can be represented by ADSs (American Depositary Shares) within the scope of the Incentive Plan (HAPP), the main framework
and conditions of which were established under the decision of the Company’s Board of Directors dated 24 March 2021 and numbered
2021/13, to senior executives, key employees, consultants, managers and members of the Board of Directors, as determined by the resolution
of the Board of Directors dated 27 February 2023 and numbered 2023/03, 15. Approval of the Revised Incentive Plan under which shares
may be granted to senior executives, key employees, consultants, managers and members of the Board of Directors as set forth in the resolution
of the Board of Directors dated 24 April 2023 and numbered 2023/10, 16. Determining the procedures and principles of the authorization
to the Board of Directors to repurchase a portion of the Company’s ADSs traded on Nasdaq, pursuant to the applicable laws of the
United States by complying with the requirements and limitations in applicable law, for the purpose of granting shares of the Company
that can be represented by ADS to those senior executives, key employees, consultants, managers and members of the Board of Directors,
within the scope of the Revised Incentive Plan approved with the decision of the Board of Directors dated 24 April 2023 and numbered
2023/10, 17. Determination of the procedures and principles of the authorization to be given to the members of the Board of Directors
for the repurchase of ADSs representing Class B shares of the Company from the publicly traded portion, as specified in Article 16 of
the Agenda above, in accordance with the provisions of Article 379 et seq. of the TCC, 18. Approval of the Remuneration Policy for the
members of the Board of Directors and managers of the Company, 19. Closing.Authorized Signatures - This section must be completed for
your instructions to be executed.For AgainstAnnual General Meeting of Shareholders of D-Market Electronic Services & Trading to be
held August 25, 2023 For Holders as of July 26, 2023MAIL • Mark, sign and date your Voting Instruction Form. • Detach your
Voting Instruction Form. • Return your Voting Instruction Form in the postage-paid envelope provided.All votes must be received
prior to 12:00 p.m. (NY City Time) on August 18, 2023.PROXY TABULATOR FOR D-MARKET ELECTRONIC SERVICES & TRADING P.O. BOX 8016 CARY,
NC 27512-9903EVENT # CLIENT #Please Sign Here Please Date AbovePlease Sign Here Please Date AboveCopyright © 2023 Mediant Communications
Inc. All Rights Reserved
D-Market Electronic Services
& Trading Instructions to The Bank of New York Mellon, as Depositary (Must be received prior to 12:00 p.m. (NY City Time) on August
18, 2023) The undersigned registered holder of American Depositary Receipts hereby requests and instructs The Bank of New York Mellon,
as Depositary, to endeavor, in so far as practicable, to vote or cause to be voted the amount of shares or other Deposited Securities
represented by such Receipt of D-Market Electronic Services & Trading registered in the name of the undersigned on the books of the
Depositary as of the close of business July 26, 2023 at the Annual General Meeting of D-Market Electronic Services & Trading to be
held on August 25, 2023 in Istanbul. NOTES: 1. Please direct the Depositary how it is to vote by placing X in the appropriate box opposite
the resolution.(Continued and to be marked, dated and signed, on the other side)
Exhibit 99.3
D-MARKET ELEKTRONİK HİZMETLER VE
TİCARET A.Ş.
(D-MARKET ELECTRONIC SERVICES AND TRADING)
EXPLANATORY NOTES ON THE AGENDA AND
INFORMATION ABOUT THE ANNUAL GENERAL
ASSEMBLY OF THE SHAREHOLDERS OF D-MARKET
TO BE HELD ON AUGUST 25, 2023
Shareholders in D-Market Elektronik Hizmetler
ve Ticaret A.Ş. (the “Company”) (“D-Market Shareholders”) are invited to attend the Annual General Assembly
Meeting of Shareholders (the “General Assembly”) for the year 2022 to be held on August 25, 2023, at 11.00 (local time)
at Kuştepe Mahallesi Mecidiyeköy Yolu Caddesi No:12 Trump Towers Kule:2 Kat:2 Şişli/İstanbul.
Agenda of the General Assembly and Other Information
| 1. | Opening of the meeting and election of the General Assembly Meeting Chairmanship |
In accordance with the “Turkish Commercial
Code” no. 6102 (“TCC”), the “Regulation on the Principles and Procedures for General Assembly Meetings of Joint
Stock Companies and the Representatives of the Ministry Attending Such Meetings” (“Regulation”), D-Market’s Articles
of Association and the “Internal Directive on the Working Principles of the General Assembly”, the Chairmanship of the General
Assembly shall be elected by the D-Market Shareholders.
| 2. | Authorization of the General Assembly Meeting Chairmanship to sign the minutes of the meeting |
In accordance with the TCC and the Regulation,
the D-Market Shareholders attending the General Assembly shall vote to authorize the Chairmanship to keep minutes of the General Assembly
and sign them.
| 3. | Reading and discussion of the Board of Director’s annual report for 2022 and reading of the independent
auditor’s report, as stipulated in the Regulation on Principles and Procedures for General Assembly Meetings of Joint Stock Companies
and Ministry Representatives to be Present at These Meetings (the “Regulation”) |
In accordance with the provisions of the TCC,
D-Market Shareholders may obtain the Company’s Annual Report (D-Market Elektronik Hizmetler ve Ticaret A.Ş. 2022 Annual
Report) prepared by the Board of Directors from the Company’s headquarters free of charge or download from https://investors.hepsiburada.com/
at least 15 days before the General Assembly Meeting. Additionally, D-Market Shareholders may obtain the independent auditors’
report prepared by Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (Ernst
and Young) from the Company headquarters free of charge or from https://investors.hepsiburada.com/ at least 15 days before the
General Assembly Meeting. There are no issues to be voted on.
| 4. | Reading, discussion, and ratification of the financial statements for the 2022 accounting period, as
specified in the Regulation |
According to Article 28 of D-Market’s
Articles of Association, D-Market’s accounting period starts on the first day of January and ends on the last day of December.
Within this framework, the financial statements of the Company for the period between January 1, 2022 and December 31, 2022
shall be read and submitted for the approval of the D-Market Shareholders attending the General Assembly. D-Market Shareholders may obtain
these documents from the Company’s headquarters or from https://investors.hepsiburada.com/ website at least 15 days before
the General Assembly Meeting.
| 5. | Release of the members of the Board of Directors for all their respective business, transactions and
activities for the 2022 accounting period, as specified in the Regulation |
As per the provisions of the TCC, release of the
members of the Board of Directors from liability for their business, transactions and activities in connection with their service on the
Board of Directors for the 2022 financial year shall be submitted for the approval of the D-Market Shareholders attending the General
Assembly.
| 6. | Decision on the Company’s profit for the 2022 accounting period, the use of the profit, the proportions
of the profit and earnings shares to be distributed, as specified in the Regulation |
In view of there not having been any profit for
the fiscal year ended December 31, 2022, according to the statement of comprehensive loss of the Company for that period, the Board
of Directors proposes to the D-Market Shareholders attending the General Assembly to approve its determination not to distribute any dividend.
| 7. | Decision on the salary, honorarium, bonus, and premium to be paid to the members of the Board of Directors
in their capacity as such and, as applicable, in their capacity as members of committees for the year 2023 under Article 394 of the
TCC and the Regulation |
The Board of Directors proposes that the D-Market
Shareholders attending the General Assembly approve the following salary, honorarium, bonus, and premium to be paid to the members of
the Board of Directors due to their independent membership of the Board of Directors and committees:
| • | 100,000 USD annual gross payment to independent board members |
| • | 20,000 USD annual gross payment to chairpersons of the committees |
| • | 10,000 USD annual gross payment to the other independent members of the committees |
Remuneration for the Chairperson and board members
due to their membership of the Board of Directors and Committees* will be decided in line with Article 394 of the TCC
and Article 15 of D-Market’s Articles of Association.
| 8. | Approval of the appointment of Mr. Stefan Gross-Selbeck, who was appointed by the Board of Directors
pursuant to Article 363 of the TCC as an independent member of the Board of Directors to fill a seat vacated due to the resignation
of Mr. Cemal Ahmet Bozer, as specified in the TCC and the Regulation |
* Committee: Audit Committee, Corporate Governance Committee and Risk Committee.
The resume of Mr. Stefan Gross-Selbeck is
as below:
Dr. Stefan Gross-Selbeck joined our Board
of Directors in January 2023 as an independent board member. Dr. Gross-Selbeck has over twenty years of experience in senior
leadership roles including as a CEO and held a number of board memberships. Dr. Gross-Selbeck is a Senior Partner and Managing Director
of the Boston Consulting Group and has since January 2023 been serving as Global Topic Leader Climate Technologies. Dr. Gross-Selbeck
previously served as the Global Managing Partner of BCG Digital Ventures, the corporate venture arm of Boston Consulting Group and as
Managing Partner for their European operations. Prior to joining BCG Digital Ventures in 2014, Dr. Gross-Selbeck served as CEO of
New Work SE (formerly known as XING AG), a leading social network for professionals in Europe, between 2009 and 2013. He also had different
management roles at eBay, ProSiebenSat1 and Boston Consulting Group GmbH. Dr. Gross-Selbeck is a member of the advisory boards of
the German Startup Association and several ventures built by BCG Digital Ventures.
| 9. | Appointment of the members of the Board of Directors and determination of their terms of office |
The D-Market Shareholders attending the General
Assembly shall vote on the appointment of the current members of the Board of Directors and determination of their terms of office.
| 10. | Appointment of the independent auditor for the 2023 accounting period, as specified in the Regulation |
The D-Market Shareholders attending the General
Assembly shall vote on the appointment of PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik
A.Ş. (PwC) as auditor of the fiscal year 2023 accounts, as per the proposal of the Board of Directors and the Audit Committee.
| 11. | Consent of members of the Board of Directors for the commercial activities and transactions referred
to in Article 395 and Article 396 of the TCC |
Article 395 of the Turkish Commercial Code
titled “Prohibition of Carrying Out Transactions with the Company, Borrowing Money to the Company” provides that members of
the board of directors may not carry out any transactions with the company on their own behalf or on behalf of others without obtaining
authorization from the general assembly. It further stipulates that members of the board of directors who are not shareholders of the
company and relatives of the members of the board of directors who are not shareholders of the company as listed in Article 393 may
not borrow cash from the company and that the company cannot provide sureties, guarantees and collaterals for these persons, cannot assume
responsibility, and cannot take over their debts.
In accordance with Article 396 of the Turkish
Commercial Code entitled “Prohibition on Competing”, which states empowerment of members of the board of directors, in connection
with carrying out an activity which is a commercial transaction falling under the scope of the company’s business either on their
own or on a third party’s account as well as becoming a partner with unlimited liability at a company that is engaged in the same
type of commercial transactions is required and, board members may engage in transactions described in Article 396 only with the
approval of the majority of the shareholders attending the general assembly.
In line with these provisions, such authorizations
for the members of the Board of Directors for 2023 shall be submitted to the consent of the D-Market Shareholders attending the General
Assembly.
| 12. | Approval of the renewal of the directors’ and officers’ insurance policy |
Further details regarding the directors’
and officers’ liability insurance policy can be found on page 141 of the Company’s annual report on Form 20-F, accessible
via the below link.
https://hepsiburada.gcs-web.com/static-files/8ca14b71-e8c7-4131-bf2c-d8d8a6b30c94?auth_token=df23ffe8-8292-49b7-99e5-21225fac63b4
| 13. | Determination of the upper limit for the aid and donations to be made until the next Ordinary General
Assembly meeting of the Company as 2 per thousands of the total net assets of the Company and approval of the authorization of the Board
of Directors within this context |
The upper limit of 0.2 per cent of the total net
assets of the Company for the aid and donations to be made until the next ordinary (i.e. annual) General Assembly meeting of shareholders
as approved by the Board of Directors shall be submitted to the approval of the shareholders attending the General Assembly.
| 14. | Approval of the granting of Company’s Class B shares that can be represented by ADSs (American
Depositary Shares) within the scope of the Incentive Plan (HAPP), the main framework and conditions of which were established under the
decision of the Company’s Board of Directors dated 24 March 2021 and numbered 2021/13, to senior executives, key employees,
consultants, managers and members of the Board of Directors, as determined by the resolution of the Board of Directors dated 27 February 2023
and numbered 2023/03 |
Further details regarding the Incentive Plan (HAPP)
can be found on pages 129 and 130 of the Company’s annual report on Form 20-F, accessible via the below link.
https://hepsiburada.gcs-web.com/static-files/8ca14b71-e8c7-4131-bf2c-d8d8a6b30c94?auth_token=df23ffe8-8292-49b7-99e5-21225fac63b4
| 15. | Approval of the Revised Incentive Plan under which shares may be granted to senior executives, key
employees, consultants, managers and members of the Board of Directors as set forth in the resolution of the Board of Directors dated
24 April 2023 and numbered 2023/10 |
Further details regarding the Revised Incentive
Plan (HAPP) can be found on pages 129 et seq. of, and Exhibit 4.4. to, the Company’s annual report on Form 20-F,
accessible via the below link.
https://hepsiburada.gcs-web.com/static-files/8ca14b71-e8c7-4131-bf2c-d8d8a6b30c94?auth_token=df23ffe8-8292-49b7-99e5-21225fac63b4
| 16. | Determining the procedures and principles of the authorization to the Board of Directors to repurchase
a portion of the Company’s ADSs traded on Nasdaq, pursuant to the applicable laws of the United States by complying with the requirements
and limitations in applicable law, for the purpose of granting shares of the Company that can be represented by ADS to those senior executives,
key employees, consultants, managers and members of the Board of Directors, within the scope of the Revised Incentive Plan approved with
the decision of the Board of Directors dated 24 April 2023 and numbered 2023/10 |
The D-Market Shareholders attending the General
Assembly shall vote on the determination on the procedures and principles of the authorization to the Board of Directors to repurchase
a portion of the Company’s ADSs traded on Nasdaq. The purpose of the repurchase is to grant shares of the Company that can be represented
by ADS to those senior executives, key employees, consultants, managers and members of the Board of Directors, within the scope of the
Revised Incentive Plan.
| 17. | Determination of the procedures and principles of the authorization to be given to the members of the
Board of Directors for the repurchase of ADSs representing Class B shares of the Company from the publicly traded portion, as specified
in Article 16 of the Agenda above, in accordance with the provisions of Article 379 et seq. of the TCC |
Pursuant the Article 379 of the Turkish
Commercial Code, the Company may acquire its own shares in an amount not exceeding one tenth of its registered or issued capital. To
repurchase its shares, the Company should comply with the following conditions:
| (i) | the board of directors of the Company should adopt a resolution with respect to the share repurchase and
request the authorization of the general assembly, |
| (ii) | the general assembly should adopt a resolution authorizing the board of directors to repurchase the Company’s
shares and the authorization should be valid for a maximum period of 5 years and specify the nominal value of shares, the total nominal
value of shares and the lower and upper limits of the price that may be paid, |
| (iii) | after deducting the value of shares to be repurchased, the remaining net assets of the Company should
be at least the sum of the registered or issued capital and the reserves that are not allowed to be distributed in accordance with the
Turkish Commercial Code and the Company’s articles of association, |
| (iv) | the committed capital for the shares to be repurchased must be paid, and |
| (v) | the share repurchase must comply with all relevant provisions of the Turkish Commercial Code. |
In this context, the determination of the procedures
and principles of the authorization to be given to the members of the Board of Directors for the repurchase of ADSs representing Class B
shares of the Company from the publicly traded portion by the Company shall be submitted to the approval of the D-Market Shareholders
attending the General Assembly.
The D-Market Shareholders attending the General
Assembly shall vote on authorizing the Board of Directors for the repurchase of the Company’s ADSs representing Class B shares
of the Company from the publicly traded portion in accordance with the provisions of the Turkish Commercial Code Article 379 et
seq. in one or more transactions. The following procedures and principles for the authorization of the Board of Directors in relation
to the transactions concerning the repurchase of ADSs representing Class B shares of the Company shall be submitted to the approval
of the D-Market Shareholders attending the General Assembly:
| (i) | the amount of capital represented by the ADSs representing Class B shares of the Company to be repurchased
shall not exceed 10% of the issued capital of the Company, |
| (ii) | the transactions shall not exceed the upper limit of 6,500,000 ADSs representing Class B shares (with
a total nominal value of TRY 1,300,000 and a nominal value of TRY 0.20 for each share) of the Company, |
| (iii) | the authorisation period shall be 2 years, and |
| (iv) | the lower and upper limit that can be paid for the repurchase of ADSs representing Class B shares
of the Company shall be determined. |
| 18. | Approval of the Remuneration Policy for the members of the Board of Directors and managers of the Company |
The Remuneration Policy for the members of the
Board of Directors and managers of the Company, as amended, shall be submitted to the approval of the D-Market Shareholders attending
the General Assembly. The revised version of the policy will be published on the Company’s investor relations website, which can
be accessed via the following link: https://investors.hepsiburada.com/en/governance/governance-documents
There are no issues to be voted on under Item
19 of the Agenda.
Exhibit 99.4
| hepsiburada
D-MARKET ELEKTRONiK HiZMETLER
• VE TICARET A.~.
2022 ANNUAL REPORT
0
;1/p |
| 11) GENERAL INFORMATION
I.a) Fiscal period to which the report relates:
This Annual Report ("Annual Report") is in relation to the activities of D-Market Elektronik Hizmetler ve
Ticaret A.$. (hereinafter referred to as "D-Market" or the "Company") and its subsidiaries (hereinafter
collectively referred to as the "Group") for the year 2022.
l.b) Corporate name of the Company, trade register number, communication information in relation
to headquarters and, if any, its branches and, if any, its website address:
Corporate Name
Trade Registry Office
Trade Registry Number
Address
: D-Market Elektronik Hizmetler ve Ticaret A.$.
: Istanbul
: 436165
: Ku§tepe Mah. Mecidiyekoy Yolu Cad. No:12 Kat: 2
Phone
Kule 2 34387 $i§li / Istanbul
: 212 705 68 00
Fax : 212 397 26 08
Corporate Website : investors.hepsiburada.com
The branches of the Company are listed below:
Branch Telephone
D-Market Elektronik Hizmetler ve Ticaret 0212 705 68 00 Anonim $irketi Trump Towers Branch
D-Market Elektronik Hizmetler ve Ticaret 0549 438 05 53 Anonim $irketi Sancaktepe Branch
D-Market Elektronik Hizmetler ve Ticaret 0549 831 40 59 Anonim $irketi Izmir Torbah Branch
D-Market Elektronik Hizmetler ve Ticaret 0549 438 15 77 Anonim $irketi Ankara Kazan Branch
D-Market Elektronik Hizmetler ve Ticaret 0549 826 33 35 Anonim $irketi Diyarbak1r Yeni§ehir Branch
D-Market Elektronik Hizmetler ve Ticaret 0549 438 18 53 Anonim $irketi Adana Seyhan Branch
D-Market Elektronik Hizmetler ve Ticaret 0549 836 10 55 Anonim $irketi Erzurum Aziziye Branch
D-Market Elektronik Hizmetler ve Ticaret 0549 827 18 69 Anonim $irketi Gebze Branch
D-Market Elektronik Hizmetler ve Ticaret
Anonim $irketi Istanbul Tuzla Branch 0536 067 08 53
Address
Ku§tepe Mah. Mecidiyekby Yolu Cad.
No:12 Kat: 2 Kule:2 34387 $i§li, Istanbul
Meclis Mah, Bogazici Cad, Seheryeli Sk,
No: 1, Karsan Plaza Sancaktepe, Istanbul
Kaz1m Karabekir Mah. Bekir Saydam Cad.
No:76 D.No:1 Torbal1 , Izmir
Saray Mah. 221 . Sk. No:6 Kazan, Ankara
Oc;:kuyu Mah. Mir Cebeli 1. Sk. No:5
Merkez, Yeni§ehir-Diyarbak1r
Zeytinli Mahallesi Turhan Cemal Beriker
Bulvan No.623 Seyhan, Adana
<;iftlik Mahallesi, Tepe Mevkii, Ada:11202
Parsel:815 Yakutiye, Erzurum
Inonu Mah. Farabi Cad. No:3 Gebze
Guzeller OSB Gebze, Kocaeli
Istanbul Deri Organize Sanayi Bolgesi,
Dolap Cad. No:3 K-2 Ozel Parse! Tuzla,
Istanbul
The Company was established in April 2000 and it currently operates as a retail website
(www.hepsiburada.com) offering its customers a wide selection of merchandise including electronics and
non-electronics (including books, sports, toys, kids and baby products, cosmetics, furniture, etc.)
As of 31 December 2022, the shareholders of D-Market are the members of Dogan Family, TurkCommerce
B.V and The Bank of New York Mellon.
1 |
| I t) GENERAL INFORMATION (Continued)
l.b) Corporate name of the Company, trade register number, communication information in relation
to headquarters and, if any, its branches and, if any, its website address (continued):
On July 6, 2021 , the Company completed an initial public offering ("IPO") of 65,251 ,000 American
Depositary Shares ("ADSs") representing 65,251,000 Class B ordinary shares, at a price to the public of
$12.00 per ADS on Nasdaq. Within the offering, 41,670,000 ADSs sold by the Company and 23,581,000
ADSs sold by a selling shareholder were offered. This number of shares included 8,511,000 ADSs sold by
the shareholder pursuant to the underwriters' exercise in full of their over-allotment option. The ADSs began
trading on the Nasdaq Global Select Market under the ticker name "HEPS" on July 1, 2021 .
l.c) The organizational, capital and partnership structures of the Company and the changes in
relation thereto within the fiscal period:
l.c.1 Organizational Structure of the Company:
The organizational structure of the Group as of December 31 , 2022 is as follows :
Chief Executive Officer
I Audll I I I I I I I I I I Commlth• Chief
Chief Executive Corporate I O,iof Customer Chle-f Chief Chle-f Chief Officer of HepslGlobal Governance Legal Affalr.s
Internal Financial Experience Commercial Marketing Technology Logistics ~ General Strategy Group Director and Audit Officer and People Officer Officer Officer Officer Flnanul Manager Securities Director
Director Officer Dam manltk Director
A~.
Internal
Audit
Manager
l.c.2 Capital and Shareholding Structure:
The shareholding structure of the Company as of 31 .12.2022 is as follows:
D-MARKET ELEKTRONiK HiZMETLER VE TiCARET A.~.
Number of Share Nominal Value of Share Ratic Shareholder Shares Shares Group (TRY) (%)
Hanzade Vasfiye Dogan Boyner
40,000,000 A 8,000,000 12.27
29,864,015 B 5,972,803 9.16
Vuslat Sabanci 48,539,180 B 9,707,836 14.89
Ya§iar Beg0mhan Dogan Faralyal1 48,539,170 B 9,707,834 14.89
Arzuhan Yalc;:indag 44,271,070 B 8,854,214 13.58
l§ill Dogan 2,032,785 B 406,557 0.62
Turkcommerce B.V. 47,501,070 B 9,500,214 14.57
The Bank of Newyork Mellon 65,251 ,000 B 13,050,200 20.02
TOTAL 325,998,290 A&B 65,199,658 100.00
2 |
| I) GENERAL INFORMATION (Continued)
l.c.2 Capital and Shareholding Structure (continued):
At the extraordinary General Assembly meeting ("GAM") dated 25 May 2021, it was decided that the
Company adopts the registered capital system as per the provisions of the Turkish Commercial Code
("TCC") numbered 6102 and nominal value of each share has been determined as TRY 0.20. Upon this
GAM, the issued share capital of the Company was divided into 284,328,290 registered shares each with
a nominal value of TRY 0.20.
At the Board of Directors meeting dated 5 July 2021, the Board of Directors decided to increase the share
capital of the Company by amounting to TRY 8,334,000 reaching TRY 65,199,658 through injection of
additional capital. In addition to the capital increase, it has been decided to undertake a share premium of
TRY 4,107,870,000 and to issue 41,670,000 class B shares with premium.
Board of Directors allocated newly issued class B ordinary shares with a total nominal value of TRY
8,334,000 for 41,670,000 shares with TRY 0.2 nominal value each to underwriters for IPO of American
Depositary Shares.
Le) Statements in relation to the privileged shares and the voting rights of the shares:
By means of the Extraordinary General Assembly Resolution dated 25.05.2021, the Articles of Association
of the Company were amended, and the right of privilege was granted to shareholders of Group A. At the
Ordinary and Extraordinary General Assembly meetings, Group A shares have been granted 15 (fifteen
each) voting rights, and the Group B shares have been granted 1 (one) vote each save for the provisions
of the TCC. Information on the privilege in the Company as of 31.12.2022 in the Articles of Association is
presented below.
TRANSFER OF SHARES
ARTICLE 7
Transfer of Class B shares is unrestricted, provided that the relevant articles of the Turkish Commercial
Code and provisions of these articles of association are reserved. However, Class A shares may be
transferred within the framework of the arrangements provided in article titled "Elimination of Share Classes
Partially or Completely and Privileged Votes" of these articles of association.
PARTIAL OR FULL TERMINATION OF SHARE CLASSES AND PRIVILEGED VOTES
ARTICLE 7/A
A. Events Fully Eliminating Privileged Shares
Except for the Permitted Transactions defined in section (D) of this article, in following events, the privileged
voting afforded to Class A shares under these articles of association shall automatically terminate, to the
extent permitted by the provisions of the Turkish Commercial Code and other legislation, without revival
afterwards. In any case, if these situations occur, the articles of association hereby shall be amended and
share classes and references to share classes shall be removed in the first general assembly meeting to
be held thereupon:
a. 180 days following the transaction that leads to the shares (including both privileged Class A shares
and ordinary Class B shares) held by the shareholders who owns Class A shares falls below 7.5% of the
total paid-in capital of the Company
b. In the event that the shareholder who owns Class A shares is a real person, 180 days after the date
of legal documentation of this person's or people's (i) death or (ii) permanent mental incapacity due to
health reasons;
c. 1 (one) calendar year after all duties and titles are terminated, in the event that the shareholder who
owns Class A shares is a real person, this person or these people (a) resign from the Board of Directors of
the Company, (b) do not become a candidate for the Company's board of directors and (c) in case the
conditions of ceasing to hold any employment or consultancy position at the Company are fulfilled together
and if this situation is not corrected within 1 (one) calendar year wholly and solely with their own will;
3 |
| 11) GENERAL INFORMATION (Continued)
I.,;,) Statements in relation to the privileged shares and the voting rights of the shares (continued):
B. General Time Limit Regarding the Privileged Shares
Notwithstanding occurrence or non-occurrence of the events set forth under (a) to (c) above in section (A)
of this article hereinabove, on the 20th anniversary of the date on which the Company's shares or other
securities representing the Company's capital start to be traded in any stock exchange, the voting privilege
afforded to all Class A shares existing as of such date, shall automatically terminate, to the extent permitted
by the provisions of the Turkish Commercial Code and other legislation, without revival afterwards, In any
case, if these situations occur, the articles of association hereby shall be amended and share classes and
references to share classes shall be removed in the first general assembly meeting to be held thereupon.
PARTIAL OR FULL TERMINATION OF SHARE CLASSES AND PRIVILEGED VOTES
ARTICLE 7/A (Continued)
C. Events Partially Eliminating Privileged Shares
Except for the Permitted Transactions defined in section (D) of this article, in following events, the privileged
voting afforded to Class A shares under these articles of association shall automatically terminate, to the
extent permitted by the provisions of the Turkish Commercial Code and other legislation, without revival
afterwards. In any case, if these situations occur, the articles of association hereby shall be amended and
share classes and references to share classes shall be removed in the first general assembly meeting to
be held thereupon:
a. Except for the cases included in the scope of "Permitted Transactions" below, in the event that Class
A shares are transferred to any third real or legal person, as of the date of this transfer, only in relation to
the transferred shares; and
b. Upon application of the shareholders who owns Class A shares to the Central Registry Agency of
Turkey (Merkezi Kay1t Kurulu~u Anonim $irketi) or a substitute institution to convert such shares to tradable
form in the stock exchange for any reason including for sale thereof in the stock exchange or subjecting
the same to collateral and only in relation to the transferred shares.
D. Permitted Transactions
However, in case of occurrence of Permitted Transactions, even if they are within the scope of the
transactions stated under the above headings (A), (B) and (C) of this article, Class A shares may be
transferred without being converted to Class B shares. Below transactions are "Permitted Transactions":
a. Legal or arbitrary transfer transactions to be made by the shareholder who owns Class A shares to
his or her first or second degree relatives; and
b. Transactions whereby Class A shares are transferred to a domestic or overseas legal entity whose
management is controlled by the immediate blood relatives or second degree relatives of the shareholder
who owns Class A shares.
CAPITAL INCREASE AND DECREASE
ARTICLE 8
The Company's share capital may be increased or decreased when necessary, within the framework of the
provisions of the Turkish Commercial Code. Bonus shares issued in capital increases through bonus issues
shall be distributed to the existing shareholders as of the date of the increase pro rata to their shares.
Unless otherwise determined, in capital increases to be made, Class A shares shall be issued in return for
the Class A shares and Class B shares shall be issued in return for the Class B shares. In paid capital
increase, in relation to Class A shares, if the owners of the said shares do not exercise their right to acquire
new shares, only the relevant Class A shares shall automatically be converted to Class B shares.
4 |
| [ 1) GENERAL INFORMATION (Continued)
l.c) Statements in relation to the privileged shares and the voting rights of the shares (continued):
VOTING RIGHT AND APPOINTMENT OF PROXY
ARTICLE 23
In Ordinary and Extraordinary General Assembly meetings, each Class A share grants 15 (fifteen) votes to
the shareholders who owns these shares and each of Class B share grants one vote to the shareholders,
provided that provisions of the Turkish Commercial Code are reserved.
In the General Assembly meetings, votes are cast openly. However, a ballot can be held upon request of
the shareholders who owns at least 1/20 of the capital represented in the meeting.
Le) Statements in relation to the privileged shares and the voting rights of the shares (continued):
AMENDMENT IN ARTICLES OF ASSOCIATION
ARTICLE 26
Amendments to the articles of association shall be decided in the general assembly to be called in line with
the provisions of the Turkish Commercial Code and the Articles of Association, within the framework of
provisions of the Turkish Commercial Code and the articles of association. The amendments to the articles
of association must be registered and announced .
Amendments to the articles of association shall bind third parties after registration thereof. In case the
amendment of the articles of association is subject to the permission of the Ministry of Trade or another
public institution or organization, the draft amendments to the articles of association, which are not
approved by the mentioned public institutions or organizations, cannot be included in the agenda of the
general assembly and cannot be discussed.
Pursuant to the provisions of Article 454 of the Turkish Commercial Code, if the decision of the general
assembly on amendment of the articles of association is of a nature that violates the rights of privileged
shareholders of Class A shares, this decision shall be made in a special meeting to be held by Class A
shareholders, unless approved by a decision they will take within the framework of the provisions of the
relevant legislation, it is not applicable.
l.d) Information on the management organ, senior management and the number of employees:
l.d.1 Board of Directors:
The Members of the Board of Directors as at 31 December 2022 are as follows:
Hanzade Vasfiye Dogan BOYNER (Chairman of the Board of Directors)
Erman KALKANDELEN (Deputy Chairman of the Board of Directors)
Vuslat SABANCI
T olga BABALI
Mehmet Murat EMiRDAG
Ahmet Fad1I ASHABOGLU (Independent Board Member)
Tayfun BAYAZIT (Independent Board Member)
Hali! Gem KARAKA$ (Independent Board Member)
Cerna! Ahmet BOZER<1l (Independent Board Member)
(1) Cemal Ahmet Bazer resigned from the board of directors with the decision of the board of
directors dated 2 January 2023 and Dr. Stefan Gross-Selbeck was appointed as an independent board
member on the same date.
5 |
| Hanzade Vasfiye Dogan Boyner
Committee Memberships: None
Hanzade Vasfiye Dogan Boyner is our founder and has served as the Chair of our Board of Directors since
she founded Hepsiburada in 2000. Ms. Dogan is an experienced entrepreneur and leader of e-commerce
and technology businesses as well as blue-chip companies. In 2002, Ms. Dogan founded Nesine, one of
TOrkiye's leading sports betting platforms, and currently holds the position of chairwoman. From 2003 to
2007, Ms. Dogan was the chairwoman of Dogan Publishing, Turkiye's largest publishing company in terms
of circulation at the time. From 2006 to 2010, Ms. Dogan was first a board member and then the chairwoman
of Petrol Ofisi, Turkiye's main fuel-products distribution company and second largest corporation by
revenue throughout that period.
Ms. Dogan is the founding board member and served as the Vice-Chairwoman of Global Relations Forum
between 2009 and 2020. She has been a member of the Brookings Institute Board of Trustees since 2014.
Ms. Dogan is a regular participant at the World Economic Forum and a Committee Member of the Digital
Platforms and Ecosystems Initiative. Between 2012 and 2022, Ms. Dogan served as the chairwoman of the
Aydin Dogan Foundation, a not-for-profit organization with a social mobility mission and currently serves
as a board member.
Ms. Dogan holds a Bachelor's degree in Economics from the London School of Economics and a Master
of Business Administration from Columbia University where she continues to serve as a member of the
Business School Board of Overseers.
Erman Ka/kandelen
Committee Memberships: None
Erman Kalkandelen has served as a member of our board since August 2020. Mr. Kalkandelen currently
serves as the CEO and Chairman of Franklin Templeton Turkey. Mr. Kalkandelen previously co-managed
the Templeton Emerging Market Small Cap strategy. He is currently heading the private equity practice of
Franklin Templeton in TOrkiye and CEE and focusing mainly on the technology industry. He is a member
of the board of directors of Netlog Lojistik, Gozde Giri§im and Gozde Tech Ventures, Fibabanka, $ok
Marketler, Bleckmann, Penta Teknoloji and Bizim Toptan.
Mr. Kalkandelen holds a Master of Business Administration, with honors, from Sabanci University. During
his MBA, he also studied strategic management at the Warrington School of Business Management, Florida
University and graduated with honors from the Labor Economics Department of the Political Sciences
Faculty, Ankara University.
Vus/at Sabanci
Committee Memberships: None
Vuslat Sabanci has been a member of our board of directors since 2020. Ms. Sabanci has over twenty
years of experience in publishing and media. From 2004 to 2008, she served as the CEO of Hurriyet
Publishing, Turkiye's foremost newspaper group, and as publisher from 2008 to 2018, during which time
Hurriyet became a widely read and influential newspaper and Turkiye's largest digital content company.
Prior to joining Hurriyet, Ms. Sabanci worked at The New York Times and The Wall Street Journal. Ms.
Sabanci founded Hurriyet Emlak, one of Turkiye's leading real estate websites in 2016, and has been
chairwoman since 2019. Ms. Sabanci sits on the board of a number of companies, including Dogan Group.
Ms. Sabanci is a lifetime honorary board member of the International Press Institute (IPI) and serves on
the Advisory Board of Columbia University's Global Centers, as well as on the Columbia Global Leadership
Council.
In 2006, Ms. Sabanci received UN Grand Award for outstanding achievement for her social justice
campaigns. She is Vice President of the not-for-profit Aydin Dogan Foundation and a founding board
member of Turkish Businesswomen Association and the not-for-profit organization Endeavor Turkiye.
ff(}
6 |
| Ms. Sabanci holds a Bachelor's degree in Economics from Bilkent University and completed her graduate
studies in International Media and Communications at Columbia University's School of International and
Public Affairs.
Taiga Baba/1
Committee Memberships: Risk Committee, Corporate Governance Committee
Taiga Babali has been a member of our board of directors since May 2021. Since 2008, he has held several
management roles in Dogan Holding and related companies in the Dogan Group and, between August
2017 and March 2023, Mr. Babal1 served as a Board member of Dogan Holding, with responsibility for
financial and operational management. He continues to serve as a board member in a number of Dogan
Group companies.
Prior to joining the Dogan Group, Mr. Baba!, worked for the Tax Inspection Board and Revenue
Administration at the Ministry of Finance of Ti.irkiye from 1998 to 2008.
Mr. Babali holds a Bachelor's degree in Economics from Gazi University, Ankara, and is certified as a
Sworn-in Certified Public Accountant and an Independent Auditor.
Mehmet Murat Emirdag
Committee Memberships: None
Mehmet Murat Emirdag served as our Chief Executive Officer (CEO) from February 1, 2019 until December
31, 2022 and is currently a member of our board of directors.
Prior to Hepsiburada, Mr. Emirdag hel,d different executive and management roles at leading companies
such as lnstacart, Zynga, Microsoft and Unilever.
Mr. Emirdag holds a Master of Business Administration from Columbia Business School and holds degrees
in Chemical Engineering and Mechanical Engineering from Bosphorus University in Istanbul.
Ahmet Fad1/ Ashabog/u
Committee Memberships: Audit Committee, Corporate Governance Committee, Risk Committee
(Chairman)
Ahmet Fadtl Ashaboglu joined our board of directors in May 2022 as an independent board member. He
began his career as a Research Assistant at MIT in 1994, followed by various positions in capital markets
within UBS Warburg, New York (1996-1999). After serving as a management consultant at McKinsey &
Company, New York (1999-2003), Ahmet Fad1I Ashaboglu moved back to Ti.irkiye and joined Koc;: Holding
as Finance Group Coordinator in 2003. He was appointed as Group Chief Financial Officer at Koc;: Holding
in 2006 and served in that position until April 2022. Ahmet Fad1I Ashaboglu is currently a board member of
Mavi, Yap, Kredi Bank, Koc;: Financial Services, Koc;: Finansman, Sirena Marine and DP Eurasia N.V.
Ahmet Fad1I Ashaboglu holds a BSc degree from Tufts University and a Master of Science degree from
Massachusetts Institute of Technology (MIT), both in Mechanical Engineering.
Tayfun Bayaz1t
Committee Memberships: Audit Committee (Chairman), Risk Committee
Tayfun Bayaz1t has been a member of our board of directors since July 2021 as an independent board
member. After having received a BS degree in Mechanical Engineering (1980) and an MBA from Columbia
University, New York, (Finance and International Business - 1983), Mr. BayazIt started his banking career
at Citibank in 1983.
He subsequently worked in executive positions within <;ukurova Group for 13 consecutive years (Yap, Kredi
as Senior EVP and Executive Committee Member, Interbank as CEO, Banque de Commerce et de
Placements S.A. Switzerland as President and CEO). In 1999, he was appointed as Vice Chairman of
7 fl£) |
| Dogan Holding and an Executive Director of D11?bank. In 2001, he assumed the CEO position at D11?bank.
In 2003, he was also appointed Chairman and was requested to remain as CEO of Fortis TOrkiye and the
region in July 2005 after its acquisition. Subsequently, he was elected as Chairman of Fortis in 2006.
Mr. BayazIt came back to Yap, Kredi in 2007 (at which time Yap, Kredi was owned by a joint venture of the
UniCredit and the Kor;: Group) as CEO and two years later he was elected as Chairman. He served as
chairman of all Yap, Kredi subsidiaries including Yap, Kredi Sigorta (property and casualty insurance) and
Yap, Kredi Emeklilik (private pension and life) for 4 years. Yap, Kredi was the fourth largest high street bank
in T0rkiye with subsidiaries in Holland, Bahrain and Russia, actively involved in mortgage lending among
other individual banking activities with a strong digital focus.
Mr. BayazIt left this post in August 2011 to set up his own firm "Bayazit Consulting Services." He was then
elected as the Country Chairman for MarshMcLennan Group (Marsh, Mercer and Oliver Wyman exist in
T0rkiye) in September 2012 and serves on the board of directors of MLP Care (healthcare) and Coca Cola
lcecek (bottling and distribution) as an independent director. He is also a board member at Aydem Enerji
and Boyner companies.
He is a member of TUSIAD (Turkish Industrialists and Business Association) High Advisory Board and
takes an active role in other non-governmental organizations such as the World Resources Institute,
Corporate Governance Association of TOrkiye. He is a member of the board of trustees of Bosphorus
University and Turkish Education Volunteers Foundation.
Hali/ Gem Karaka§
Committee Memberships: Audit Committee, Corporate Governance Committee (Chairman)
Dr. Halil Cem Karakai? joined our board of directors in May 2022 as an independent board member. Dr.
Karakai? is an industrial restructuring leader in global snacking industry. He has led large scale restructuring
and growth programs in biscuit and chocolate industries building and rationalizing several dozen
manufacturing plants around the world as well as leading omni-channel market entry programs. Latest, Dr.
Karakai? was the founding CEO of Pladis, the largest European biscuit player and one of the largest
snacking companies globally. Prior to that Dr. Karakai? held CEO and CFO roles in Y1ld1z Group and
Erdemir Group of T0rkiye. Dr. Karakai? is the executive chairman of Aran Ard Teoranta and Rudi's Organic,
the fastest growing European and North American free-from bakery players.
Dr. Karakai? has a Bachelor's degree in management from Middle East Technical University, Master's
degree in business administration in finance from Massachusetts Institute of Technology and a Doctorate
degree in finance from Istanbul University.
Gema! Ahmet Bozer<1
!
Committee Memberships: Audit Committee, Corporate Governance Committee, Risk Committee
(Chairman) (
2!
Cemal Ahmet Bazer became a member of our board of directors in 2016. Mr. Bazer started his career at
DeVry Institute of Technology in 1983 as an Assistant Professor. He joined the audit firm Coopers &
Lybrand in Atlanta in 1985, serving in a variety of audit, consultancy and management roles. He later joined
Coca-Cola and served in financial roles from 1990 to 1997. In 1994, he took a leadership role at Coca-Cola
Bottlers of Turkey (now Coca-Cola lcecek) as Chief Financial Officer and became its Managing Director,
reporting to a board of JV partners. Returning to Coca-Cola in 2000 as Division President, Eurasia, he soon
assumed Middle East responsibilities, and in 2007 became Group President for Eurasia. In 2008 Mr. Bozer
was named Group President & COO, Eurasia & Africa, where he led business activities in 90 countries and
in 2012, he was named as President of Coca-Cola International in more than 200 countries/territories.
Mr. Bazer has a Bachelor's degree in Management from the Middle East Technical University, Ankara, and
a Master's degree in Business in Information Systems from Georgia State. While at Coopers & Lybrand Mr.
Bozer became a Certified Public Accountant.
(1) Cemal Ahmet Bazer resigned from the board of directors with the decision of the board of directors
dated 2 January 2023 and Dr. Stefan Gross-Selbeck was appointed as an independent board
member on the same date.
8 |
| (2) Cemal Ahmet Bozer resigned from his roles in Corporate Governance Committee, Risk Committee
and Audit Committee effective as of June 24, 2022.
Committees of the Board of Directors
We have three committees reporting to the Board of Directors, namely (1) Audit Committee, (2) Risk
Committee and (3) Corporate Governance Committee. All members of these committees operate to fulfill
the requirements of the U.S. Securities and Exchange Commission - SEC, U.S. Nasdaq, TCC and Turkish
capital markets legislation.
Members of the Committees of the Board Directors as well as their duties and responsibilities are as follows:
(1) Audit Committee:
The Audit Committee assists our Board in its responsibilities for (i) the integrity of our financial statements,
(ii) the qualifications and independence of our statutory auditors, (iii) oversight of our independent auditors'
performance and our internal audit function, and (iv) compliance with legal and regulatory requirements, as
well as environmental and social responsibilities. Members of the Audit Committee as of December 31,
2022, are as follows:
Tayfun BAYAZIT (Chairman)
Ahmet Fad1I ASHABOGLU (Member)
Halil Cem KARAKA$ (Member)
Cemal Ahmet Bazer and Halil Korhan Oz resigned from their roles in the Audit Committee effective as of
June 24, 2022. Ah met Fad1I Ashaboglu and Halil Cem Karaka~ have been appointed to the Audit Commitee
as of the same date.
(2) Risk Committee:
The Risk Committee is responsible for early identification of risks that pose a threat to the existence,
development and continuity of our Company. It reviews Hepsiburada's risk management policies at least
once a year. Members of the Risk Committee as of December 31, 2022 are as follows:
Ahmet Fad1I ASHABOGLU (Chairman)
Tayfun BAYAZIT (Member)
Taiga BABALI (Member)
Cerna! Ahmet Bazer resigned from his role in the Risk Committee effective as of June 24, 2022. Ahmet
Fad1l Ashaboglu has been appointed to the Risk Commitee as of the same date.
(3) Corporate Governance Committee:
The Corporate Governance Committee periodically reviews whether the corporate governance principles
are applied by our Board of Directors and makes recommendations to the Board of Directors on corporate
governance issues. The Committee also fulfills the functions of the Nomination and Remuneration
Committee, which advises the board on nomination and remuneration policies for the board and executives.
Members of the Corporate Governance Committee as of December 31, 2022 are as follows:
Halil Cem KARAKA$ (Chairman)
Ahmet Fad1l ASHABOGLU (Member)
Taiga BABALI (Member)
Cemal Ahmet Bazer and Tayfun Bayaz1t resigned from their roles in the Corporate Governance Committee
effective as of June 24, 2022. Ahmet Fad1I Ashaboglu and Halil Cem Karaka~ have been appointed to the
Corporate Governance Commitee as of the same date.
9 |
| l.d.2 Senior Management:
Except for the members of the Company's Board of Directors, those who are conferred the authority and
responsibility to plan, manage and control the activities of the Group directly or indirectly by the Board of
Directors are defined as "senior management". The names and titles of the Company Group Heads as at
31 December 2022 are listed below:
Hepsiburada CEO
Hepsiburada CFO
Hepsiburada Chief Human Resources Officer
Hepsiburada Chief Commercial Officer
Hepsiburada Chief Information Officer
Hepsiburada Chief Marketing Officer
Hepsiburada Chief Technology Officer
Hepsiburada Chief Logistics Officer
Hepsi Finansal CEO
Mehmet Murat EMIRDAG(
1)
Halil Korhan OZ
Esra BEYZADEOGLLJ(
2)
Murat B0YOMEZ<3)
Gurkan CO$KUNER(4)
Ender OZG0N<3)
Alexey SHEVENKOV
Mehmethan YALLAGOZ
Erkin AYDIN
(1) As of 1 January 2023, Nilhan Onal Gokr;etekin was appointed as the Chief Executive Officer of the
Company.
(2) As of 2 January 2023, Esra Beyzadeoglu's title has been updated as Chief Customer Experience
and Human Resources Officer and her responsibilities have been expanded to include customer
experience and customer service functions .
(3) Murat Buyumez, has taken a leave of absence from his position between May 2, 2023 and
September 21 , 2023. Mr. Murat Buyumez is expected to take a new position in the Company as Chief
Investment Officer effective on his return. As of May 2, 2023, the Company's Chief Marketing Officer,
Ender Ozgun, has assumed the responsibilities of the Chief Commercial Officer, in addition to his
existing roles.
(4) As of 31 December 2022, Gurkan Co~kuner resigned from his position.
During the period, the following changes occurred in the senior management team:
• On June 1, 2022, Erkin Aydin was appointed as the Chief Executive Officer of Hepsi Financial.
• On July 22, 2022, Nilhan Onal Gokr;etekin was appointed as the Chief Executive Officer of the
Company, effective from January 1, 2023. Our former Chief Executive Officer Murat Emirdag will
continue to be a Member of the Board of Directors.
l.d.3 Number of Personnel:
As of 31.12.2022, the Group has 3,834 employees. (31.12.2021 : 3,789)
l.e) Information about the transactions made by the members of the management body with the
Company on behalf of themselves or someone else within the framework of the authorization given
by the general assembly of the Company and their activities within the scope of the prohibition of
competition:
As stated in TCC, it is permitted to authorize the members of the Board of Directors to carry out, on their
own behalf or on behalf of others, any commercial transaction that falls within the scope of the Company's
business, and to become a partner with unlimited liability in a company which is engaged in the same type
~-qf IX
10 |
| of commercial business, as specified in Article 396 of the TCC. The members of the Company's Board of
Directors serve as members of the Board of Directors of some other Dogan Group companies, including
those having similar fields of activity with our Company, and of the companies in which Franklin Templeton
Turkey has a shareholding and in 2022, there were no significant transactions requiring information in this
context.
) RENUMERATION PROVIDED TO THE MEMBERS OF THE BOARD OF DIRECTORS AND SENIOR
MANAGEMENT
All rights, benefits and remuneration provided to the members of the Board of Directors are determined
every year at the Group General Assembly. Except for the independent members of the Board of Directors,
no "attendance fee" is paid to the members of the Board of Directors, and the executive Members of the
Board of Directors may also receive monthly salaries, bonuses and related fringe benefits for their duties
in the Company. The total amount of financial benefits such as salaries, bonuses, share-based payments,
health insurance, communication and transportation provided to the Group's senior management consisting
of Members of the Board of Directors, General Managers, Group Presidents and directors are disclosed in
Note 26 Related Party Disclosures in the notes to the consolidated financial statements prepared in
accordance with Turkish Accounting Standards/Turkish Financial Reporting Standards ("TAS/TFRS") for
the period ended December 31, 2022.
The Company does not provide any guarantees such as loans, credits and personal loans to any Member
of the Board of Directors and executives and guarantees such as sureties in their favor.
f111) RESEARCH AND DEVELOPMENT ACTIVITIES
In 2022, the Group's website and application development costs amount to TRY 519,626 thousand.
The Group's research and development activities are carried out at our two R&D Centers, located in
Istanbul and certified by the Turkish Ministry of Industry, and Technology. Our projects encompass a wide
range including recommendation engines, search engines, customer personalization, payment systems, as
well as fraud prevention. 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
relevant copyright regulations. As of December 31, 2022, we held three patents in Ti.irkiye as D-Market and
one patent as D-Fast. As of the same date, we also had nine pending patent applications as D-Market and
six pending patent applications as D-Fast.
As of December 31, 2022, we had approximately 867 employees dedicated to technology operations and
59 product function teams dedicated to a particular technology product. Our research and development
centres cooperate with Turkey's leading universities, making the Group attractive for technological talents
and engineers.
IV) THE COMPANY'S ACTIVITIES AND SIGNIFICANT DEVELOPMENTS IN RELATION TO THE
ACTIVITIES
IV.a) Information on investments made by the Group in the related accounting period:
In 2022, the Group purchased fixtures and fittings amounting to TRY 130,760 thousand, vehicles amounting
to TRY 33,721 thousand and spent TRY 12,316 thousand on leasehold improvements within the scope of
warehouse renovations and warehouse investments. The total purchase price of software and rights
purchased by the Group amounts to TRY 69,579 thousand.
fg7
11 |
| IV) THE COMPANY'S ACTIVITIES AND SIGNIFICANT DEVELOPMENTS IN RELATION TO THE
ACTIVITIES (continued)
IV.b) Information on the Group's internal control system and internal audit activities and the Board
of Directors' opinion on this matter:
The Group has manual and automated internal control systems in place against financial and operational
risks. The efficiency of internal controls is regularly reviewed and new control points are included in the
process when necessary.
The Internal Audit Department, which reports directly to the Board of Directors and the Audit Committee, is
responsible for carrying out audit activities across the Group and its subsidiaries in accordance with
International Standards for the Professional Practice of Internal Auditing and reporting the findings to the
Audit Committee. Audit activities mainly consist of operational (technology and business processes) audits
performed within the framework of annual risk-based audit plans and compliance audits with Article 404 of
the Sarbanes Oxley Act.
Operational audit activities are performed in accordance with the annual audit plan prepared based on the
risk-based audit approach. Through these audits, the Internal Audit function assesses the effectiveness of
the Company's risk management, control and corporate governance processes, assures the Board of
Directors and the Audit Committee on these processes, and helps the Company achieve its objectives.
Within the scope of compliance with Section 404 of the Sarbanes Oxley Act, audit activities are carried out
within the framework of the annual plan to provide assurance on the existence, adequacy and effective
operation of the internal control structure established in the Group and Group Companies whose financial
statements are consolidated. All stages of the audit activities carried out within the scope of compliance
with the aforementioned article, starting from the planning stage to the follow-up and finalization of the
internal control deficiencies and actions identified, are regularly reported to the Audit Committee, the Chief
Executive Officer and the Chief Financial Officer.
The Internal Audit Department also performs a consultancy function on current issues and matters
requested by the management. The Internal Audit mechanism operates with a risk-based audit approach.
In this framework, possible functional and organizational risks are constantly reviewed. The main input of
the audit activities is the risk analyses resulting from these studies.
The Group has also established an Internal Control and Compliance Department. This team, which is
tasked with ensuring that all existing business processes and newly established processes are operated
with controls to minimize risks, reports periodically to the Chief Financial Officer and the Audit, Risk and
Corporate Governance Committees of the Board of Directors.
IV.c) Information on the Company's direct or indirect subsidiaries and their shareholding rates:
Information regarding the direct and indirect subsidiaries of D-Market is presented below:
12 |
| IV) THE COMPANY'S ACTIVITIES AND SIGNIFICANT DEVELOPMENTS IN RELATION TO THE
ACTIVITIES (Continued)
1) D Fast Dag1tim Hizmetleri ve Lojistik A.$. ("D-Fast")
D FAST DAGITIM HiZMETLERi VE LOJiSTiK A.$.
Shareholders Number of Shares Share Amount Share Ratio(%) (TRY)
D-MARKET ELEKTRONiK 222,329,299 222,329,299.00 HiZMETLER VE TiCARET A.$. 100.00
TOTAL 222,329,299 222,329,299.00 100.00
D-Fast was established on February 26, 2016 and operates as a cargo and logistics company that provides
last-mile delivery services to the customers of Hepsiburada and other e-commerce websites with which it
has an agreement. As of December 31 , 2022, D-Fast provides services in 81 provinces.
2) D Odeme Elektronik Para ve Odeme Hizmetleri A.$. ("D-Odeme")
D ODEME ELEKTRONiK PARA VE ODEME HiZMETLERi A.$.
Shareholders Number of Shares Share Amount (TRY) Share Ratio(%)
D-MARKET ELEKTRONiK 196,535,857 196,535,857.00 100.00 HiZMETLER VE TiCARET A.$.
TOTAL 196,535,857 196,535,857.00 100.00
D-Odeme was established on June 4, 2015 and provides payment services intermediation and e-money
services. D-Odeme obtained an operating license from the Banking Regulation and Supervision Agency on
February 20, 2016. D-Odeme carried out its first payment services transaction on June 15, 2016. D-Odeme
launched the Hepsipay wallet, a digital wallet product integrated into the Hepsiburada's platform, in June
2021 . Operating as Hepsiburada's payment gateway, D-Odeme enables its customers to pay with their e-money account balances and registered cards .
13 |
| IV) THE COMPANY'S ACTIVITIES AND SIGNIFICANT DEVELOPMENTS IN RELATION TO THE
ACTIVITIES (Continued)
IV.c) Information on the Company's direct or indirect subsidiaries and their shareholding rates
(continued):
3) Hepsi Finansal Dam!?manhk A.$. ("Hepsi Finansal")
HEPSi FiNANSAL DANl$MANLIK A.$.
Shareholders Number of Share Amount Share Ratio(%) Shares (TRY)
D-MARKET ELEKTRONIK 49,000,000 49,000,000.00 100.00 HiZMETLER VE TiCARET A.$.
TOTAL 49,000,000 49,000,000.00 100.00
Established on December 1, 2021, Hepsi Finansal plans to operate as a holding company for the Group's
financial technology operations and aims to provide financial solutions to Hepsiburada's customers. Hepsi
Finansal is the main shareholder of Doruk Finansman A.$. (the current trade name of the company is
"Hepsi Finansman A.$."), which was acquired in February 2022.
4) Hepsi Finansman A.$. ("Hepsi Finansman")
HEPSi FiNANSMAN A.$.
Shareholders Number of Share Amount Share Ratio(%) Shares (TRY)
HEPSI FINANSAL 50,000 50,000,000.00 100.00 DANl$MANLIK A.$.
TOTAL 50,000 50,000,000.00 100.00
Doruk Finansman A.$.'s trade name has been changed to Hepsi Finansman A.$. as published in the trade
registry gazette dated January 9, 2023 and numbered 10743. As of December 31, 2022 Hepsi Finansman
has not yet begun its credit operations for a new portfolio. It carries out collection operations of the portfolio
acquired from Doruk Finansman A.$.
IV.c) Information on the Group's own shares acquired:
The Group did not acquire its own shares during the period.
IV.d) Explanations regarding the private audit and public audit conducted during the accounting
period:
The examination initiated by the Tax Office in July 2020 for the years 2018 and 2019 of the Company was
completed in 2022. As a result of the examination, the Company paid an additional tax of TRY 282,582.
IV.e) Information about the lawsuits filed against the Group that may affect the financial status and
operations of the Company and their possible outcomes:
On September 28, 2021, a class action lawsuit before the Supreme Court of the State of New York ("State
Court") was filed against the Company and various other defendants. On October 21, 2021 , a separate
class action lawsuit was filed against the Company and various other defendants before the Federal Court
for the Southern District of New York ("Federal Court"). Both lawsuits allege that the Company made false
~) <Ztx 14 |
| IV) THE COMPANY'S ACTIVITIES AND SIGNIFICANT DEVELOPMENTS IN RELATION TO THE
ACTIVITIES (Continued)
IV.e) Information about the lawsuits filed against the Group that may affect the financial status and
operations of the Company and their possible outcomes (continued):
and/or incomplete statements and violated applicable laws in the Registration Statement and Prospectus
issued in connection with the Company's U.S. initial public offering. Lawsuits are currently pending.
Opinions on the possible legal and financial risks regarding the course and possible outcomes of these
lawsuits were obtained from expert and leading law firms in the United States of America and from financial
advisors who are also experts in their fields . These opinions were of the view that discontinuation and
termination of these lawsuits through settlement would save our Company from a major financial burden.
In this context, within the scope of the decision of our Board of Directors numbered 2022/30 and dated
November 10, 2022, in line with the opinions of the relevant expert legal and financial advisors, it was
decided to settle with the counterparties of the lawsuits. In this regard, a mediation process was initiated
for the final settlement of both lawsuits that would lead to eliminating the uncertainties, costs and risks of
long-term, complex proceedings and saving time, effort and costs created by class actions, without any
admission of liability or fault and following the negotiations led by an experienced mediator in the field, the
plaintiff and defendant parties agreed on a binding settlement term sheet on December 2, 2022.
Accordingly, the Company agreed to pay TRY 260,375 thousand (USO 13,900 thousand) to fully settle both
lawsuits. Concerning USO 3,975 thousand of the USO 13,900 thousand, a binding contribution term sheet
was signed on December 5, 2022, providing that the Company will receive a contribution payment from
TurkCommerce B.V., another defendant who sold shares during the public offering, subject to certain
preconditions. In this respect, the Company has provided a provision amounting to TRY 260,375 thousand
(USO 13,900 thousand) in its consolidated financial statements as of December 31, 2022. Regarding both
lawsuits, the settlement agreement prepared by the plaintiff and defendant parties was signed and
submitted to the preliminary approval of the Federal Court in March.
In its preliminary approval decision of April 20, 2023, the Federal Court held that the settlement agreement
concluded between the parties: (i) was concluded by sufficiently informed parties, after protracted
negotiations, and on an arm's length basis, under the direction of an experienced mediator; (ii) eliminates
the risks to the parties in the event of continued litigation; (iii) does not constitute an unfairly preferential
treatment in favor of the plaintiffs or certain segments of the settlement class; (iv) does not result in
excessive fees to plaintiffs' counsel; (v) appears to fall within an acceptable range for possible approval and
is sufficiently equitable, reasonable and fair to require notice to settlement class members.
Additional information on the settlement process and the settlement agreement is provided in this Annual
Report's Section 8 titled "other matters", subparagraph 9.
More detailed information is provided in the consolidated financial statements prepared in accordance with
TAS/TFRS for the period ended December 31 , 2022, at Note 15.
IV.f) Explanations on administrative or judicial sanctions imposed on the Group and the members
of the management body due to practices contrary to the provisions of the legislation:
There are no significant administrative or judicial sanctions imposed on the Group and the members of the
management body due to practices contrary to the provisions of the legislation. More detailed information
is provided in the consolidated financial statements prepared in accordance with TAS/TFRS for the period
ended December 31, 2022, at Note 15.
IV.g) Information and evaluations on whether the targets set in the previous periods have been
achieved, whether the resolutions of the general assembly have been fulfilled, and if the targets
have not been achieved or the resolutions have not been fulfilled, the reasons thereof:
The Ordinary General Assembly Meeting of the Company for the year 2021 was held on 24.06.2022 at the
Company headquarters. At the said Ordinary General Assembly Meeting, the meeting quorum was met
with ~ 0,82~ esolutions were adop::d by open ;
IA |
| IV) THE COMPANY'S ACTIVITIES AND SIGNIFICANT DEVELOPMENTS IN RELATION TO THE
ACrlVITIES (Continued):
IV.g) Information and evaluations on whether the targets set in the previous periods have been
achieved, whether the resolutions of the general assembly have been fulfilled, and if the targets
have not been achieved or the resolutions have not been fulfilled, the reasons thereof (continued):
There is no situation of non-fulfilment of the targets set in the previous periods and the relevant general
assembly resolutions.
IV.g) If an extraordinary general assembly meeting was held during the year, information on the
extraordinary general assembly meeting, including the date of the meeting, the resolutions adopted
at the meeting and the actions taken in relation thereto:
No extraordinary general assembly meeting was held during the year.
IV.h) Information on donations and grants made by the Group during the year and expenditures
made within the framework of social responsibility projects:
During the year, the Group donated approximately TL 3,721 thousand to various institutions and
organisations.
IV.1) Legal transactions carried out by the company in favour of the parent company or group
companies, measures taken or avoided in favour of group companies:
Although our Company has the status of a controlling company, there are no measures taken or avoided
to be taken for the benefit of group companies in 2022 or any transactions that need to be compensated .
IV.i) Whether the Company has obtained an appropriate counter performance in the legal
transactions mentioned in subparagraph (IV.1), whether the measure taken or avoided to be taken
has caused damage to the Company, and if the Company has suffered damage, whether it has been
compensated:
Since there are no transactions in the Company as listed in paragraph (IV.1) of the report, there is no loss
to be recognised.
I V) FINANCIAL SITUATION
V.a) The management body's analysis and assessment of the financial position and results of
operations, the degree of realisation of planned activities, the company's position vis-a-vis the set
strategic objectives:
Despite the challenging macroeconomic conditions throughout the year, we closed 2022 with 85.8%
revenue growth and 208% gross profit growth compared to the previous year, with strong increases in our
key operational metrics. Thanks to our efforts to enhance customer experience, our wide product range
and various payment solutions, we increased gross sales volume and improved our path to profitability.
Our operating loss decreased by TL 478.9 million year-on-year to TL 1.7 billion. Net loss for the period
increased by TL 524.5 million year-on-year to TL 1.2 billion due to higher net financial expenses.
In 2022, we increased our total number of active customers to 12.2 million with over 900,000 new customer
acquisitions, thanks to our strong value proposition that provides a fast and reliable experience to our
customers, various payment solutions and developments in our marketing activities. We increased the
order frequency from 4.7 per customer per year in 2021 to 6.6 per customer per year in 2022 with an
increase of 39% on an annual basis. The total number of orders placed through the Hepsiburada platform
was 80.4 million with a 50.4% growth compared to last year.
~ 16 |
| FfNANCIAL SITUATION (continued)
V.a) The management body's analysis and assessment of the financial position and results of
operations, the degree of realisation of planned activities, the company's position vis-a-vis the set
strategic objectives (continued):
According to the results of the independent market research we commissioned as a company, we
maintained our sector leadership with the highest Net Recommendation Score (NRS) in the Turkish e-commerce market in 2022 with the privileged delivery and payment services we offer as Hepsiburada.
The number of Hepsiburada Premium members, our paid customer loyalty programme launched in July
2022, reached 615 thousand by the end of the year. We see that this programme is effective in increasing
customer loyalty and order frequency.
Hepsipay, Hepsiburada's wallet and payment gateway solution, reached 11 million users as of 31
December 2022. With the "Buy Now, Pay Later" solution we started offering this year, we enabled over 150
thousand customers to shop without postponing their needs.
In 2022, our number of active sellers increased by 33% compared to the previous year, reaching
approximately 100 thousand, while the number of products we offer on the platform approached 164
thousand. We launched the "Hepsiburada i~ Ortag1m" programme, which offers comprehensive services
to sellers, and the member merchant application. With various campaigns we organised, we both benefited
our customers and supported our sellers to increase their sales. The share of marketplace sales in total
sales volume was 67%.
Our logistics company D-Fast, one of Hepsiburada's important strategic investments in achieving
excellence in customer satisfaction, continued its services with 2,453 vehicles in 81 provinces of Turkey. In
2022, 65% of the orders placed through the Hepsiburada platform were delivered by HepsiJet. We
continued to provide our "Return on Delivery" service, which is one of the firsts in the sector and which we
have been offering since 2021, through HepsiJet. In 2022, HepsiJet also started to offer new services to its
customers such as live tracking of their packages, postponing delivery and changing the delivery address
while in shipment. In 2022, HepsiJet patented the 'Multi-Vehicle Route Optimisation' technology, which
increased operational efficiency.
In 2023, we will continue to work diligently to achieve our strategic goals despite the uncertainties and
challenges posed by global and local market and macroeconomic conditions. We will be ready to make
the necessary adjustments to our plans according to possible developments. By prioritising customer
loyalty, differentiating our logistics and financial services businesses and opening these businesses to
external customers, focusing on our strategic priorities with disciplined cash and cost management, we
hope to take firm steps towards our prioritised profitability target.
V.b) Information on the Group's sales, productivity, revenue generation capacity, profitability,
debt/equity ratio and other issues that will give an idea about the results of the Group's operations
in comparison with previous years and forward-looking expectations:
In 2022, our total revenue increased by 85.8% to 14.0 billion. Total orders increased by 50.4% year-on-year to 80.4 million.
The financial ratios calculated from the Group's balance sheet and income statement prepared in
accordance with the TCC are as follows;
17 |
| V) FINANCIAL SITUATION (Continued)
V.b) Information on the Group's sales, productivity, revenue generation capacity, profitability,
debt/equity ratio and other issues that may give an idea about the results of the Group's operations
in comparison with the previous years and prospective expectations (continued):
PRODUCTIVITY RA TES 2022 2022 2021 2021
Operating Capital Turnover Rate REVENUE
14,042,209 7,558,021
1 CURRENT ASSETS
8,307,013 24.46 7,085,012 3.63
SHORT-TERM FOREIGN RESOURCES 7,732,813 5,000,549
Equity Turnover Rate REVENUE 14,042,209 7,558,021
2 8.94 l 2.82
OZKAYNAKLAR 1,569,955 I 2,676,176
'
Asset Turnover Rate REVENUE 14,042,209 L 7.5~8.021
3 1.48 0.96
TOTAL ASSETS 9,512,178 I 7,881,363
PROFITABILITY RATIOS
Operating Profitability Ratio OPERATING PROFIT OR LOSS (1,744,125) (2,223,014)
1 (0.12) (0.29)
REVENUE 14,042,209 7,558,021
Gross Safes Profitability Ratio GROSS PROFIT OR LOSS FROM SALES 2,762,954 895,974
2 0.20 ' 0.12
REVENUE 14,042,209 7,558,021 I
i Return on Equity Ratio NET PROFIT OR LOSS FOR THE PERIOD (1,224,592) (700,078)
3 EQUITY (0.78) (0.26)
1,569,955 2,676,176
Net Profit Ratio NET PROFIT OR LOSS FOR THE PERIOD (1,224,592) (700,078)
4 (0.09) (0 .09)
REVENUE 14,042,209 7,558,021
LIQUIDITY RATIOS
Current Ratio CURRENT ASSETS 8,307,013 7,085,013
1 1.07 1.42
KVYK 7,732,813 5,000,549
Liquidity Ratio CURRENT ASSETS 8,307,013 7,085,013
2 STOCKS 1,724,330 0.85 1,639,480 1.09
KVYK 7,732,813 5,000,549
Cash Ratio READY ASSETS 5,266,008 3,813,469
3 SECURITIES 0.68 0.76 0 0
KVYK 7,732,813 5,000,549
Debt-to-Cash/Equity Ratio DEBT OR CASH (4,979,668) (3,409,035)
4 EQUITIES (3.17) (1.27)
1,569,955 2,676,176
18
I
I
I
I
I |
| IV) FINANCIAL SITUATION (Continued)
V.b) Information on the Group's sales, productivity, revenue generation capacity, profitability,
debt/equity ratio and other issues that may give an idea about the results of the Group's operations
in comparison with the previous years and prospective expectations (continued):
Current Period Previous Period
31 December 2022 31 December 2021
Revenue
14,042,209 7,558,021
Gross Profit
2,762,954 895,974
Net Loss for the Period
(1,224,592) (700,078)
For 2023 and beyond, we have identified our strategic priorities. Accordingly, the Hepsiburada Premium
programme will continue to be an important asset in increasing customer loyalty in 2023. Hepsipay, which
offers solutions that support the purchasing power of our customers, and HepsiJet, which aims for
excellence in customer experience, will be important points of differentiation for Hepsiburada. In 2023, we
aim to increase the number of businesses served by HepsiJet and make our financial technology solutions
offered by Hepsipay available to other retailers. In 2023, we continue our efforts with a focus on sustainable
growth and profitability.
V.c) Determinations and assessments of the management body as to whether the Group's capital
is uncovered or insolvent:
The Group incurred a loss of approximately TL 1.225 million in 2022 and has a retained loss of
approximately TL 1.726 million as at 31 December 2022. Despite this situation, the Group generated
positive operating cash flow in 2022 and had cash and cash equivalents of approximately TL 5.266 million
as at 31 December 2022. The current year loss is mainly due to the increase in operational expenses such
as advertising expenses, transport costs and personnel expenses as well as the intense competition in
2022.
As of 31 December 2022, the Company's and each of its subsidiaries' capitals are not unsecured, and
liabilities do not exceed assets pursuant to Article 376 of the TCC.
V.i;) Measures to be taken to improve the Group's financial structure:
As we operate with negative net working capital , we finance our debt with cash generated from operations.
We anticipate maintaining our negative net working capital position and to fund our debt as well as our
acquisition commitments through available cash and cash equivalents, cash generated from operations
and available funds to the extent available to us under our existing borrowing facilities.
We are focused on improving our inventory management and managing our marketing spend effectively
and appropriately to the target customer. We are also constantly evaluating our business with a focus on
profitability and implementing necessary changes in business models.
In addition to pursuing financing opportunities, we remain focused on improving our overall operating
performance and liquidity by evaluating different options that may be open to us, restructuring plans or
strategic options related to our strategic assets and renegotiating more favourable payment terms with our
suppliers. We dynamically review our staffing levels required to sustain our operations and take appropriate
action as necessary.
/I/)
19 |
| [V) FINANCIAL SITUATION (Continued)
V.d) Information on the dividend distribution policy, and if no dividend distribution is to be made,
the justification thereof and the proposal on how the undistributed profit will be utilised:
Article 519 of the Turkish Commercial Code shall apply to the legal reserves to be set aside by the
Company. The amount remaining after deducting the amounts that must be paid or set aside by the
Company, such as the general expenses of the Company and various depreciation costs, and the taxes
that must be paid by the Company, from the revenues determined at the end of the accounting period of
the Company and the net profit for the period shown in the annual balance sheet, the amount remaining
after deducting the losses of previous years, if any, shall be distributed in the following order and principles:
General Legal Reserves
a) Pursuant to Article 519 of the Turkish Commercial Code, 5% of the net profit for the period calculated in
this manner is set aside each year as general legal reserves until it reaches 20% (twenty per cent) of the
paid-in capital.
First Profit Share
b) From the remaining amount, first dividend is allocated over the amount to be found by adding the amount
of donations made during the year, if any, in accordance with the Turkish Commercial Code within the
framework of the Company's profit distribution policy.
After the above-mentioned deductions are made, the General Assembly has the right to decide to distribute
the dividend to the members of the Board of Directors, employees of the Company and persons other than
shareholders.
Second Profit Share
c) The General Assembly may resolve to distribute the remaining portion of the net profit for the period,
after deducting the amounts specified in subparagraphs (a) and (b), in whole or in part, as second dividend
or to set it aside voluntarily as reserves in accordance with Article 521 of the Turkish Commercial Code.
General Legal Reserves
d) Ten per cent of the amount found after deducting the dividend at the rate of 5% of the capital from the
portion decided to be distributed to the shareholders and other persons participating in the profit shall be
added to the general legal reserve fund in accordance with the second paragraph of Article 519 of the
Turkish Commercial Code.
Unless the reserves required to be set aside in accordance with the Turkish Commercial Code and the
dividend determined for the shareholders in the articles of association or dividend distribution policy are set
aside, no decision can be made to set aside other reserves, to transfer profit to the following year, to
distribute dividends to the members of the board of directors, employees of the partnership and persons
other than shareholders, and no dividend can be distributed to these persons unless the dividend
determined for the shareholders is paid in cash.
Dividends are distributed equally to all shares existing as of the date of distribution, regardless of their issue
and acquisition dates.
The General Assembly will decide on the amount to be distributed from this profit and how it will be
distributed, taking into consideration the Company's financial situation, initiatives and investments. The
method and time of distribution of the profit decided to be distributed shall be decided by the General
Assembly upon the proposal of the Board of Directors on this matter.
The profit distribution decision made by the general assembly in accordance with the provisions of these
articles of association cannot be revoked.
Since there is no distributable profit for the period according to the financial statements of D Market
prepared in accordance with TCC as of 31 December 2022, there is no profit distribution proposal presented
to the General Assembly.
20 |
| I VI) RISKS AND ASSESSMENTS OF THE BOARD OF DIRECTORS IN RELATION THERETO
VI.a) Information on the risk management policy that the Group will implement against the foreseen
risks:
Risk Management, monitoring and measurement of financial, operational and compliance risks are carried
out by the Board of Directors and senior managers in the Group. In addition, the Risk Committee, consisting
of three independent Members, two of whom are Members of the Board of Directors, was established in
2021 to work in charge of this issue. This committee continued its activities in 2022 in accordance with the
committee bylaws.
Financial, Compliance and Operational Risk Management:
Risk management activities aimed at defining and detecting the risks faced by the Group and controlling
and reducing the possible risks identified in this way are carried out in coordination with the Company's
senior management and financial affairs department. Within this framework, in order to minimize and
manage the risks specific to the sectors in which they operate, senior managers and unit managers were
provided with training on legislation, thereby establishing a risk perception and raising awareness at all
levels. In the management of compliance risks with the legislation of tax, commercial law and other
regulatory authorities, which have an important place in financial , operational and compliance risks,
evaluation meetings are held from time to time with the participation of auditing and certified public
accountant companies, under the coordination of the Group CFO, and risks are constantly monitored. Along
with this, the Internal Control and Compliance team evaluates the risks in all business processes that affect
the financials and questions the existence of controls that respond to such risks.
Financial Risk Management:
The Group's activities expose it to a variety of financial risks, including the effects of changes in debt and
equity market prices, foreign exchange rates and interest rates. The Group's overall risk management
programme focuses on the unpredictability of financial markets and seeks to minimise the potential adverse
effects on the Group's financial performance.
a) Liquidity Risk:
The Group manages the liquidity risk by regularly monitoring the cash flows and ensuring the continuation
of sufficient funds and borrowing reserves by matching the maturities of financial assets and liabilities.
Prudent liquidity risk management expresses the ability to keep sufficient cash, the availability of sufficient
credit transactions, the availability of fund resources and the ability to close market positions. The funding
risk of current and prospective debt requirements is managed by maintaining the availability of sufficient
number of high quality credit providers.
b) Foreign Currency (Exchange Rate) Risk:
The Group is exposed to foreign exchange risk through the impact of rate changes in the translation of
foreign currency denominated liabilities to local currency. The Group monitors its exchange rate risk and
net monetary position on a monthly basis through regular reporting and meetings. Monitoring is ensured by
checking that foreign currency balances are within the approved limits.
c) Credit Risk:
Credit risk consists of cash and cash equivalents, deposits held with banks and customers exposed to
credit risk including uncolectible receivables. Ownership of financial assets entails the risk that the other
party will not be able to fulfill the contract. However, due to the nature of the operations used to generate
revenue, many sales transactions are carried out with prepayments or simultaneous cash transfers, so that
the companies affiliated to the Group are not exposed to significant credit risk and there are no doubtful
receivables at significant levels in the group companies.
ftp
21 |
| I VI) RISKS AND ASSESSMENTS OF THE BOARD OF DIRECTORS(Continued)
VI.a) Information on the risk management policy that the Group will implement against the foreseen
risks (continued):
d) Funding Risk:
The ability to fund the existing and prospective debt requirements is managed by maintaining the availability
of adequate funding lines from high quality lenders and supply financing arrangements.
e) Capital Risk:
While trying to ensure the continuity of its activities in capital management on the one hand, the Group also
aims at increasing its profitability by using the debt and equity balance in the most efficient way on the other
hand. The Group's capital structure consists of the items of debts including loans, cash and cash
equivalents, issued capital, capital reserves, profit reserves and retained earnings, respectively. The risks
associated with each capital class together with the Group's cost of capital are evaluated by the
management. Based on these assessments, the management aims at keeping the capital structure in
balance through the acquisition of new debt or the repayment of existing debt, as well as dividend payments
and issuance of new shares.
Vl.b) Information on the activities and reports of the early detection and management of risk
committee, if any:
The Risk Committee, consisting of three independent members, two of whom are members of the Board of
Directors, was established in 2021 to work in charge of this issue. The Risk Committee Charter contains
detailed information about the responsibilities and working principles of the Risk Committee members.
Vl.c) Projected risks in terms of sales, productivity, revenue generation capacity, profitability,
debt/equity ratio and similar issues:
Inflationary price increases affecting the cost of inventories, personnel costs, transport costs and other
operating expenses have increased our cash requirements. In addition, the high inflationary environment
in Turkey may result in a decline in customer demand, resulting in a decline in our Gross Sales Volume
relative to our targets, and we may offer higher customer discounts to trigger any slowdown in demand to
increase demand, which could result in a lower Gross Profit. As a result of this, we may seek additional
financing for working capital needs from sources outside our operations. It may be possible for us to
consider inorganic growth opportunities to expand our operations. Such acquisitions may result in additional
cash requirements and financing. Since we bear the credit risk of parties related to our Pay Now Pay Later
solution, and as we expand our financial services, our exposure to greater risk could affect the value of our
financial assets. Buy Now Pay Later and our planned consumer finance product will result in additional
cash requirements, if we prefer to finance with bank loans. In addition, from time to time we are required to
provide financial assurance to third parties and we obtain letters of guarantee for our suppliers in connection
with such obligations. Such off-balance sheet commitments may result in an increase in our financing costs.
In connection with assessing our ability to continue as a going concern, we consider factors that could
materially affect our assessment, including the competitive environment and customer demand, our ability
to defer or cancel uncommitted capital expenditures and to reduce our advertising expenditures, as well as
our ability to mitigate the impact of an inflationary environment, which could increase our operating
expenses and costs and reduce our profitability, as follows: (i) in an inflationary environment, our vendors
and product suppliers may demand shorter payment terms, which could result in a lower negative net
working capital position and (ii) any regulatory changes that would limit our operational capabilities resulting
in lower Gross Sales Volume generation could also result in a lower negative net working capital position.
We anticipate that our long-term cash requirements will be driven largely by capital expenditures and
~ pitai nts necessary to improve o:: profitabilily;;usiness growth. Given the dynamic
~ |
| VI) RISKS AND ASSESSMENTS OF THE BOARD OF DIRECTORS(Continued)
Vl.c) Projected risks in terms of sales, productivity, revenue generation capacity, profitability,
debUequity ratio and similar issues (continued):
nature of the market in which we operate, changing market regulations, fluctuations in capital markets, the
impact of the earthquake disaster in 2023 on our business in the first quarter, the current state of our
business, the high inflation environment, volatility in foreign exchange rates, supply chain challenges due
to the impact of the COVID-19 pandemic, as well as the impact on our business operations of the
uncertainty created by the impact of the war between Russia and Ukraine, our ability to fully meet our long-term capital requirements and long-term liquidity needs may materialise outside our expectations and may
be adversely affected
The current economic environment and market conditions may limit our ability to borrow, to a lesser extent,
in amounts that may be necessary or on acceptable terms to support our funding needs or cash flows.
Additional debt will result in increased financial expenses. In addition to pursuing financing opportunities,
we may evaluate different options and different plans concerning strategic business lines and implement
necessary changes. In addition to this we remain focused on improving our overall operating performance
and liquidity by improving our inventory method and renegotiating more favourable payment terms with our
suppliers. We are dynamically reviewing our optimum staffing levels required to sustain our business and
may take appropriate action where necessary.
I VII) CONTROLLING COMPANY INFORMATION
VII.a) Capital increases/decreases in subsidiaries and justification:
D FAST DAGITIM HiZMETLERi VE LOJiSTiK A.$.
At the Extraordinary General Assembly Meeting of O-Fast held on 11 .10.2022 and registered on
27.10.2022, O-Fast 's existing capital ofTL 197,329,299 was reduced by TL 150,000,000 to TL 47,329,299
and simultaneously increased by TL 175,000,000 to TL 222,329,299.
O-Market owns 100% of O-Fast and there has been no change in share ownership in 2022.
D ODEME ELEKTRONiK PARA VE ODEME HiZMETLERi A.$.
With the decision taken at the Extraordinary General Assembly Meeting held on 19.01.2022 and registered
on 28.01.2022, O-Payment's existing capital of TL 27,670,000 was reduced to TL 26,535,857 by a decrease
of TL 1,134,143 and simultaneously increased to TL 76,535,857 by an increase of TL 50,000,000.
With the decision taken at the Extraordinary General Assembly Meeting of D-Odeme held on 19.08.2022
and registered on 06.09.2022, the existing capital of O-Odeme, which was TL 76,535,857, was increased
to TL 196,535,857 with an increase of TL 120,000,000.
O-Market owns 100% of O-0deme and there has been no change in shareholding in 2022.
HEPSi FiNANSAL DANl$MANLIK A.$.
With the Extraordinary General Assembly Decision of Hepsi Finansal dated 23.03.2022 and registered on
31 .03.2022, it was decided to increase the existing capital of Hepsi Finansal amounting to TL 5,000,000 to
TL 25,000,000 by increasing TL 20,000,000.
With the Extraordinary General Assembly Resolution of Hepsi Finansal dated 24.06.2022 and registered
on 13.07.2022, it has been resolved to increase the existing capital of Hepsi Finansal amounting to TL
25.000.000 to TL 35.000.000 by an increase of TL 10.000.000. With the Extraordinary General Assembly
Resolution dated 13.12.2022 and registered on 20.12.2022, it has been resolved to increase the existing
capital of Hepsi Finansal amounting to TL 35.000.000 to TL 49.000.000 with an increase ofTL 14.000.000.
23 |
| j VII) CONTROLLING COMPANY INFORMATION (Continued)
VII.a) Capital increases/decreases in subsidiaries and justification (continued):
D-Market owns 100% of Hepsi Finansal and there has been no change in shareholding in 2022.
HEPSi FiNANSMAN A.~.
As announced in the trade registry gazette dated 15.04.2022 and numbered 10560, Hepsi Finansal's capital
of TL 30,000,000 was increased to TL 50,000,000 by an increase of TL 20,000,0000 in accordance with
the Ordinary General Assembly Meeting dated 25.03.2022.
100% of Hepsi Finansman is owned by Hepsi Finansal Darn§malik A.$. and Hepsi Finansmanl's
shareswere taken over by Hepsi Finansal Darn§manlik A.$. in 2022. In accordance with Article 198 of the
TCC, the fact that Hepsi Finansal Darn§manl1k A.$ . is the sole shareholder of Hepsi Finansman was
registered and announced.
Vll.b) Information about the shares of the companies included in the Group in the capital of the
parent Company:
As of 31 December 2022, our Company is composed of 65.41 % real person shareholders belonging to the
Dogan Family, 20.02% shares corresponding to depositary receipts traded in the US and 14.57% investor
shareholders and has no controlling shareholder.
Vll.c) Statements on the internal audit and risk management systems of the group with respect to
the preparation process of the consolidated financial statements:
The Company and its subsidiaries keep and prepare their legal books and statutory financial statements in
accordance with the accounting principles prescribed by the Turkish Commercial Code and tax legislation.
The consolidated financial statements of the Group are prepared and subjected to independent audit on
the basis of Turkish Accounting Standards/Turkish Financial Reporting Standards ("TAS/TFRS") and the
annexes and comments in relation thereto in compliance with international standards published by the
Public Oversight, Accounting and Auditing Standards Authority.
Risk Management, monitoring and measurement of financial , operational and compliance risks are carried
out by the Board of Directors and senior managers in the Group. In addition, the Risk Committee, consisting
of three independent Members, two of whom are Members of the Board of Directors, was established in
2021 to work in charge of this issue.
The Group has Internal Audit and Internal Control & Compliance Units and these two teams carry out their
activities to identify and design the right controls to reduce them, and test the healthy operation of the
designed controls.
Risk management activities aimed at defining and detecting the risks faced by the Group and controlling
and reducing the possible risks identified in this way are carried out in coordination with the Company's
senior management and financial affairs department. Within this framework , in order to minimize and
manage the risks specific to the sectors in which they operate, senior managers and unit managers were
provided with training on legislation, thereby establishing a risk perception and raising awareness at all
levels. In the management of compliance risks with the legislation of tax, commercial law and other
regulatory authorities, which have an important place in financial, operational and compliance risks,
evaluation meetings are held from time to time with the participation of auditing and certified public
accountant companies, under the coordination of the Group CFO, and risks are constantly monitored.
Vll.d) Information about the reports stipulated in Article 199 of the TCC:
Members of the Board of Directors did not have any requests within the framework of Article 199/4 of the
Turkish Commercial Code.
24 |
| i tlll) OTHER ISSUES
1) On 6 February 2023, two major earthquakes, with the epicentre in Kahramanmarai;;, affected 11
provinces in Southeastern Turkey, directly affecting the lives of approximately 14 million people. The
Group's physical headquarters and offices, as well as the Gebze logistics centre, where most of the Group's
employees are located, except for those working remotely, are located far away from the earthquake zone
and were not affected by the earthquake. Of the 192 warehouses/offices owned by Hepsijet, eight were
directly affected by the earthquake and need to be renovated to restore operations. The total number of
Active Traders on the Group's marketplace in the affected area is approximately 6,500. Approximately
1,950 merchants on the Group's platform had their stores temporarily suspended at their request. The
Group observed a temporary decrease in the total customer demand and the number of orders received
on the platform, especially in the week of 6 February, compared to the previous week and the same week
of the previous year. This decrease was probably due to the loss of trading volume and demand in the
affected region and the Group's decision to suspend major marketing campaigns, events and media
advertising for two weeks within the scope of the country's mourning. By mid-March, the overall situation
had stabilised, with trading volume on the platform almost reaching pre-earthquake levels. Although the
volume fluctuated during this period, by mid-March 2023 it had almost reached the pre-earthquake levels.
2) With the decision of the Company's Board of Directors dated 24 March 2021, the First Period of the
vesting schedule of the share-based payment plan, which is defined as the end of 18 (eighteen) months
after the public offering date of depositary receipts in the US, was completed on 31 January 2023.
Accordingly, the Board of Directors has decided that 14 key personnel determined within the scope of the
First Period of the share-based payment plan are entitled to receive Restricted Stock Units as defined in
their individual agreements for a gross total of 1,662,592 Class B ordinary shares of the Company (which
may be represented by ADPs). The Company has determined that a gross total of 533,030 Class B ordinary
shares (which may be represented by ADPs) of the Company are entitled to receive Performance Stock
Units to 12 key management personnel who have successfully met year-end performance criteria. A total
of net 1.3 million Class B ordinary shares (which may be represented by ADPs) will be issued by the
Company to these executives in accordance with the relevant vesting schedule following the issue of such
shares by the Company or the acquisition of the Company.
3) On 24 April 2023, the Board of Directors made revisions to the Group's share-based payment plan dated
24 March 2021 for key executives, directors, managers, officers, employees and consultants who contribute
to the Group's performance. The revisions to the share-based payment plan were in the form of allocating
the unused portion of the First Period share amount to two newly created periods, the Fourth Period and
the Fifth Period, without changing the eligibility criteria for the share-based payment plan, and without
interfering with the vested rights of those who are covered by the First, Second and Third Period based on
their individual contracts signed before the revision date. Since the participants of the Fourth and Fifth
Periods have not yet been determined, it is not possible to determine the fair value of the revised plan at
this time.
4) Murat Buyumez, the Group's Chief Commercial Officer ("CCO"), has suspended his duties at the
Company between 2 May - 21 September 2023. On 21 September 2023, he is expected to return to the
Company as Chief Investment Officer. In addition to his current position, Chief Commercial Officer
responsibilities will be carried out by Ender Ozgun, Chief Marketing Officer.
5) In January 2023, the company name of Doruk Finansman A.$. was changed to Hepsi Finansman A.$.
6) Effective from 2 January 2023, the responsibilities of the Human Resources Group President position
have been expanded to include customer experience and customer service functions under the name of
Customer Experience and Human Resources Group President.
7) Effective from 2 January 2023, the responsibilities of the Chief Information Officer and Chief Technology
Officer have been merged and streamlined under the role of Chief Technology Officer.
25 |
| [ VIII) OTHER ISSUES (Continued)
8) With the Law No. 6563 on the Regulation of Electronic Commerce and the Regulation on Electronic
Commerce Intermediary Service Providers and Electronic Commerce Service Providers issued in
accordance with the Law, which entered into force as of 1 January 2023 at the earliest, electronic commerce
intermediary service providers are obliged to comply with regulations such as the prohibition of unfair
commercial practices, the obligation to obtain an electronic commerce license, restrictions on advertising
and discounts, and the prohibition of payment service and transportation activities if they meet certain
provisions and conditions specified in the Law and Regulation. The Company is also subject to these
provisions and conditions if it fulfils the conditions in the relevant Law and Regulation. Following the
publication of the Law, a lawsuit was filed with the Constitutional Court for the cancellation of the Law. This
lawsuit is still pending. In addition, following the publication of the Regulation, it has been reported in the
press that a lawsuit was filed against the Ministry of Trade at the Council of State for the stay of execution
and cancellation of certain articles of the Regulation and that the 10th Chamber of the Council of State
unanimously ruled for the stay of execution of certain articles of the Regulation. The Ministry of Trade has
the right to object to the stay of execution decision within 7 days from the date of notification of the Council
of State Decision. With the decision rendered as a result of the objection, the stay of execution may be
lifted or finalised. However, what will change the process and implementation will be the final decision of
the Constitutional Court regarding the cancellation of the Law. The obligations regulated in the Law are
currently in force.
9) On April 20, 2023, the Federal Court issued an order of preliminary approval finding that the terms of the
settlement agreement were well negotiated, did not require excessive fees to be paid to lawyers, and
contained equitable provisions. The Court set August 1, 2023 as the next hearing date for the final approval
of the settlement agreement. The effectiveness of the settlement is subject to the final approval of the
Federal Court and the approval or judgment of the State Court, which the Company cannot guarantee.
10) With the Extraordinary General Assembly Decision of Hepsi Finansal Dan1~manl1k A.$. dated
06.04.2023 and registered on 19.04.2023, it has been decided to increase the existing capital of TL
49,000,000 to TL 109,000,000 by an increase of TL 60,000,000.
11) With the Extraordinary General Assembly Decision of D Odeme Elektronik Para ve Odeme Hizmetleri
A.$. dated 24.04.2023 and registered on 02.05.2023, it has been decided to reduce the existing capital of
TL 196,535,857 to TL 111 ,535,857 by decreasing TL 85,000,000 and to increase it to TL 196,535,857 by
increasing TL 85,000,000 simultaneously.
Hanzade Vasfiye DOGAN BOYNER
President
Vuslat SABANCI
Member
Mehmet Murat EMiRDAG
Member
26
Vice President
/_,~
Tolga BABALI
Member
Tayfun BA YAZIT
lnde endent Member |
| I VIII) OTHER ISSUES (Continued)
8) With the Law No. 6563 on the Regulation of Electronic Commerce and the Regulation on Electronic
Commerce Intermediary Service Providers and Electronic Commerce Service Providers issued in
accordance with the Law, which entered into force as of 1 January 2023 at the earliest, electronic commerce
intermediary service providers are obliged to comply with regulations such as the prohibition of unfair
commercial practices, the obligation to obtain an electronic commerce license, restrictions on advertising
and discounts, and the prohibition of payment service and transportation activities if they meet certain
provisions and conditions specified in the Law and Regulation. The Company is also subject to these
provisions and conditions if it fulfils the conditions in the relevant Law and Regulation. Following the
publication of the Law, a lawsuit was filed with the Constitutional Court for the cancellation of the Law. This
lawsuit is still pending. In addition, following the publication of the Regulation, it has been reported in the
press that a lawsuit was filed against the Ministry of Trade at the Council of State for the stay of execution
and cancellation of certain articles of the Regulation and that the 10th Chamber of the Council of State
unanimously ruled for the stay of execution of certain articles of the Regulation. The Ministry of Trade has
the right to object to the stay of execution decision within 7 days from the date of notification of the Council
of State Decision. With the decision rendered as a result of the objection, the stay of execution may be
lifted or finalised. However, what will change the process and implementation will be the final decision of
the Constitutional Court regarding the cancellation of the Law. The obligations regulated in the Law are
currently in force.
9) On April 20, 2023, the Federal Court issued an order of preliminary approval finding that the terms of the
settlement agreement were well negotiated, did not require excessive fees to be paid to lawyers, and
contained equitable provisions. The Court set August 1, 2023 as the next hearing date for the final approval
of the settlement agreement. The effectiveness of the settlement is subject to the final approval of the
Federal Court and the approval or judgment of the State Court, which the Company cannot guarantee.
10) With the Extraordinary General Assembly Decision of Hepsi Finansal Dan1~manhk A.$. dated
06.04.2023 and registered on 19.04.2023, it has been decided to increase the existing capital of TL
49,000,000 to TL 109,000,000 by an increase of TL 60,000,000.
11) With the Extraordinary General Assembly Decision of D Odeme Elektronik Para ve Odeme Hizmetleri
A.$. dated 24.04.2023 and registered on 02.05.2023, it has been decided to reduce the existing capital of
TL 196,535,857 to TL 111 ,535,857 by decreasing TL 85,000,000 and to increase it to TL 196,535,857 by
increasing TL 85,000,000 simultaneously.
sfiye DOGAN BOYNER
Vuslat SABANCI
Member
Erman KALKANDELEN
Vice President
Tolga BABALI
Member
26
Tayfun BAYAZIT
lnde endent Member |
| Ahg~LU Halil Cem KARAKA$
Independent Memb Independent Member
Stefan GROSS-SELBECK
Independent Member
27 |
| (Convenience translation into english of consolidated financial
statements originally issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret
A.Ş. and Its Subsidiaries
Consolidated financial statements
at 1 January - 31 December 2022 together
with independent auditor’s report
Exhibit 99.5 |
| A member firm of Ernst & Young Global Limited
Güney Bağımsız Denetim ve SMMM A.Ş.
Maslak Mah. Eski Büyükdere Cad. Orjin Maslak İş Merkezi No: 27
Daire: 57 34485 Sarıyer İstanbul - Türkiye
Tel: +90 212 315 3000
Fax: +90 212 230 8291
ey.com
Ticaret Sicil No : 479920
Mersis No: 0-4350-3032-6000017
(Convenience translation of a report and consolidated financial statements originally issued in
Turkish)
INDEPENDENT AUDITOR’S REPORT
To the Shareholders of D-Market Elektronik Hizmetler ve Ticaret A.Ş.:
A) Report on the Audit of the Consolidated Financial Statements
1) Opinion
We have audited the consolidated financial statements of D-Market Elektronik Hizmetler ve Ticaret A.Ş.
(the Company) and its subsidiaries (the Group), which comprise the consolidated statement of financial
position as at December 31, 2022, and the consolidated statement of comprehensive income,
consolidated statement of changes in equity and consolidated statement of cash flows for the year then
ended, and notes to the consolidated financial statements, including a summary of significant accounting
policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material
respects, the consolidated financial position of the Group as at December 31, 2022, and its consolidated
financial performance and its consolidated cash flows for the year then ended in accordance with the
Turkish Financial Reporting Standards (TFRS).
2) Basis for Opinion
We conducted our audit in accordance with Independent Auditing Standards (InAS) which are part of
the Turkish Auditing Standards as issued by the Public Oversight Accounting and Auditing Standards
Authority of Turkey (POA). Our responsibilities under those standards are further described in the
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report.
We are independent of the Group in accordance with the Code of Ethics for Independent Auditors (Code
of Ethics) as issued by the POA, and we have fulfilled our other ethical responsibilities in accordance
with the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
3) Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the consolidated financial statements of the current period. These matters were addressed in
the context of our audit of the consolidated financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters. |
| A member firm of Ernst & Young Global Limited
(2)
(Convenience translation of a report and consolidated financial statements originally issued in
Turkish)
Key audit matter How key audit matters addressed in the audit
Revenue recognition
The Group has recognised revenue amounting to
14,042,209 thousand TL between January 1 –
December 31, 2022. As explained in Note 2.7 of
the consolidated financial statements, revenue
should be recognised at fair value when it can be
measured reliably and the economic benefits from
the transactions will be received by the Group.
Since the revenue represents one of the most
significant amount in the profit or loss statement of
the Group, and because it has a significant effect
on the Group’s key performance indicators, it is
significant to our audit procedures.
The Group’s revenue mainly consists of product
sales to its customers through its website. Product
sales revenues are recognized on the basis of the
periodicity principle over the invoiced values on
the date the products are delivered to the
customers. The Group’s revenue from these
operations arises from small valued but high
number of transactions.
According to the above mentioned explanations,
revenue recognition is determined as key audit
matter.
The detailed explanations for revenue recognition
and revenue amounts are presented in Note 2 and
Note 19.
The following procedures have been applied to
ensure the accurate and complete recognition of
revenue:
- Assessing whether the accounting policies
applied comply with TFRS and applied
consistently with prior periods.
- Understanding of the process of the Group
regarding the revenue recognition.
- Contracts with customers are reviewed and
impacts of contractual clauses on revenue are
evaluated.
- The details of the Group’s collections made by
credit card and money order regarding the sales
made were obtained from the relevant banks
and matched with the sales amounts.
- Performing detailed tests related to the
transactions that were carried out before and
after the fiscal period to assess whether the
revenue is recognized in the correct period.
4) Responsibilities of Management and Those Charged with Governance for the
Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial
statements in accordance with TFRS, and for such internal control as management determines is
necessary to enable the preparation of consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless management either intends to liquidate
the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Group’s financial reporting process. |
| A member firm of Ernst & Young Global Limited
(3)
(Convenience translation of a report and consolidated financial statements originally issued in
Turkish)
5) Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
In an independent audit, our responsibilities as the auditors are:
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with InAS will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these consolidated financial statements.
As part of an audit in accordance with InAS, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk
of not detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Group’s internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
- Conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Group’s ability to continue as a going concern.
If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s
report to the related disclosures in the consolidated financial statements or, if such disclosures
are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained
up to the date of our auditor’s report. However, future events or conditions may cause the Group
to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the consolidated financial statements,
including the disclosures, and whether the consolidated financial statements represent the
underlying transactions and events in a manner that achieves fair presentation.
- Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the group audit.
We remain solely responsible for our audit opinion. |
| A member firm of Ernst & Young Global Limited
(4)
(Convenience translation of a report and consolidated financial statements originally issued in
Turkish)
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the consolidated financial statements of the current period and
are therefore the key audit matters. We describe these matters in our auditor’s report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse consequences
of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.
B) Report on Other Legal and Regulatory Requirements
1) In accordance with paragraph 4 of Article 402 of the TCC, no significant matter has come to our
attention that causes us to believe that the Company’s bookkeeping activities for the period
1 January - 31 December 2022 and financial statements are not in compliance with law and
provisions of the Company’s articles of association in relation to financial reporting.
2) In accordance with paragraph 4 of Article 402 of the TCC, the Board of Directors submitted to us
the necessary explanations and provided required documents within the context of audit.
The name of the engagement partner who supervised and concluded this audit is Tolga Kırelli.
Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi
A member firm of Ernst & Young Global Limited
Tolga Kırelli, SMMM
Partner
25 July 2023
İstanbul, Türkiye |
| Contents Page
Consolidated statement of financial position ................................................................................ 1-2
Consolidated statement of profit or loss....................................................................................... 3
Consolidated statement of other comprehensive income ............................................................. 3
Consolidated statement of changes in equity............................................................................... 4
Consolidated statement of cash flow ........................................................................................... 5
Notes to the consolidated financial statements ............................................................................ 6-68 |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Consolidated statement of financial position
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(1)
Audited Audited
Current Period Prior Period
Note 31 December 2022 31 December 2021
ASSETS
Current assets:
Cash and cash equivalents 4 5,266,008 3,813,469
Restricted cash 107,427 39,998
Financial investments 5 17,557 1,158,052
Trade receivables
- Due from related parties 7, 26 1,718 2,184
- Due from third parties 7 664,221 224,691
Loan receivable 3,514 -
Inventories 9 1,724,330 1,639,480
Prepaid expenses 10 150,182 66,164
Current income tax assets 25 16,225 4,702
Contract assets 11 15,348 7,351
Other current assets 17 340,483 128,921
Total current assets 8,307,013 7,085,012
Non-current assets:
Loan receivables 3,858 -
Property and equipment 12 221,626 90,540
Intangible assets 13 655,762 202,798
Right of use assets 14 261,091 205,755
Prepaid expenses 10 25,305 4,798
Goodwill 129 -
Other non-current assets 17 37,394 292,460
Total non-current assets 1,205,165 796,351
Total assets 9,512,178 7,881,363
These consolidated financial statements have been approved by Board of Directors on 25 July 2023.
The General Assembly has the right to amend these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements. |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Consolidated statement of financial position
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(2)
Audited Audited
Current period Prior period
Note 31 December 2022 31 December 2021
LIABILITIES AND EQUITY
Current liabilities
Short-term bank borrowings 6 13,049 193,184
Lease liabilities 14 157,414 109,310
Wallet deposits 113,493 40,924
Trade payables
- Due to related parties 7,26 5,579 9,047
- Due to third parties 7 5,886,538 4,062,149
Payables related to employee benefits 16 139,939 48,700
Other payables
- Due to third parties 8 85,484 47,509
Deferred income 10 19,071 18,699
Short-term provisions
- Short-term provisions for employment benefits 16 156,069 70,729
- Other short-term provisions 15 395,025 132,422
Contract liabilities 11 638,556 219,241
Other short-term liabilities 17 122,596 48,635
Total current liabilities 7,732,813 5,000,549
Non-current liabilities
Long-term borrowings 6 10,924 -
Lease liabilities 14 104,953 101,940
Long-term provisions
- Long-term provisions for employment benefits 16 16,457 5,297
Deferred income 10 77,076 97,401
Total non-current liabilities 209,410 204,638
Shareholders’ equity
Share capital 18 65,200 65,200
Other reserves 16 215,245 85,270
Share premium 18 4,260,737 4,260,737
Other comprehensive losses that will
not be reclassified in profit or loss (22,112) (10,508)
Restricted reserves 18 1,586 1,586
Accumulated losses (1,726,109) (1,026,031)
Net loss for the year (1,224,592) (700,078)
Total equity 1,569,955 2,676,176
Total liabilities and equity 9,512,178 7,881,363
The accompanying notes are an integral part of these consolidated financial statements. |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Consolidated statement of profit or loss and other comprehensive income
for the period 1 January - 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(3)
Audited Audited
Current period Prior period
Note
1 January-31 December 2022
1 January-31 December 2021
PROFIT OR LOSS
Revenue 19 14,042,209 7,558,021
Cost of sales (-) 19 (11,279,255) (6,662,047)
Gross profit 2,762,954 895,974
General administrative expenses (-) 20 (1,396,515) (685,810)
Marketing, sales and distribution expenses (-) 20 (2,354,922) (1,963,285)
Other operating income 22 191,807 124,421
Other operating expenses (-) 22 (947,449) (594,314)
Operating loss (1,744,125) (2,223,014)
Income from investment activities 23 425,322 316,095
Expenses from investment activities (-) 23 (76,454) (40,250)
Operating loss before financial (expense)/income (1,395,257) (1,947,169)
Financial income 24 992,285 1,798,347
Financial expenses (-) 24 (821,620) (551,256)
Loss before taxation from continued operations (1,224,592) (700,078)
Tax expenses 25 - -
Loss for the period from continued operations (1,224,592) (700,078)
Attributable to:
Equity holders of the parent (1,224,592) (700,078)
Loss for the period (1,224,592) (700,078)
Basic and diluted loss per share 29 (4.06) (2.30)
OTHER COMPREHENSIVE INCOME/(EXPENSE)
Items not to be reclassified to profit or loss
Loss arising from defined benefit plans 16 (11,604) (3,290)
TOTAL COMPREHENSIVE LOSS (1,236,196) (703,368)
Attributable to:
Equity holders of the parent (1,236,196) (703,368)
The accompanying notes are an integral part of these consolidated financial statements. |
| (Convenience translation of the independent auditors’ report and financial statements originally issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Consolidated statement of changes in equity
for the period 1 January - 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(4)
Items not to be
reclassified to profit
or loss
Share Other Share Loss arising from Restricted Accumulated Loss for Total
capital reserves premiums defined benefit plans reserves losses the period equity
Balance at 1 January 2021 56,866 - 187,465 (7,218) 1,586 (551,515) (474,516) (787,332)
Capital increase 8,334 - 4,073,272 - - - - 4,081,606
Transfers - - - - - (474,516) 474,516 -
Share-based payments (Note 16) - 85,270 - - - - - 85,270
Net loss for the period - - - - - - (700,078) (700,078)
Other comprehensive loss - - - (3,290) - - - (3,290)
Balance at 31 December 2021 65,200 85,270 4,260,737 (10,508) 1,586 (1,026,031) (700,078) 2,676,176
Balance at 1 January 2022 65,200 85,270 4,260,737 (10,508) 1,586 (1,026,031) (700,078) 2,676,176
Transfers - - - - - (700,078) 700,078 -
Share-based payments (Note 16) - 129,975 - - - - - 129,975
Net loss for the period - - - - - - (1,224,592) (1,224,592)
Other comprehensive loss - - - (11,604) - - - (11,604)
Balance at 31 December 2022 65,200 215,245 4,260,737 (22,112) 1,586 (1,726,109) (1,224,592) 1,569,955
The accompanying notes are an integral part of these consolidated financial statements. |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Consolidated statement of cash flow
for the period 1 January - 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(5)
Audited Audited
Current period Prior period
1 January - 1 January-Note 31 December 2022 31 December 2021
A. Net cash provided by operating activities 883,666 90,126
Net loss for the year (1,224,592) (700,078)
Adjustments to reconcile net loss for the year 402,410 (248,497)
Adjustments related to financial expenses 22, 24 1,016,097 632,564
Adjustments related to interest income 22, 23, 24 (313,927) (75,909)
Adjustments related to changes in unrealised
foreign exchange differences (1,182,990) (1,251,207)
Adjustments related to depreciation and amortization 21 283,727 140,925
Adjustments related to impairment loss/(reversal) 7, 9 33,379 (1,487)
Adjustments related to fair value losses 5 30,403 40,250
Adjustments related to provisions 15, 16 535,721 266,367
Changes in working capital 1,705,848 1,038,701
Adjustments for increase in inventories (101,785) (864,558)
Adjustments for increase in trade receivables (448,041) (74,855)
Adjustments for increase in trade payables 1,823,865 2,037,600
Adjustments regarding increase in other receivables on operations (146,357) (373,184)
Adjustments regarding increase in other payables on operations 664,994 329,252
Net cash from operating activities (86,828) (15,554)
Payments related with employee benefits 16 (59,607) (18,975)
Other cash inflows/(outflows) (27,221) 3,421
B. Cash flows from investing activities 1,056,619 (1,021,353)
Purchase of tangible and intangible assets 12, 13 (737,869) (214,790)
Proceeds from sales of tangible and intangible assets 186 562
Cash outflows for the acquisition of shares of
other enterprises or funds or borrowing instruments 3, 5 (3,439) (882,207)
Cash inflows from sale of financial investment 5 2,820,395 -
Cash outflows from purchase of financial investment 5 (1,331,031) -
Interest received 308,377 75,082
C. Cash flows from financing activities (1,297,016) 3,216,109
Proceeds from borrowings 28 797,877 1,750,046
Repayment of borrowings 28 (986,758) (1,912,509)
Lease payments 28 (169,635) (104,829)
Interest paid (938,500) (598,205)
Proceeds from share capital and share premium increase 18 - 4,081,606
Net increase/(decrease) in cash and cash equivalents
before the effect of currency translation reserves (A+B+C) 643,269 2,284,882
D. Effects of exchange rate changes on cash and cash
equivalents 803,927 935,442
Net increase in cash and cash equivalents (A+B+C+D) 1,447,196 3,220,324
E. Cash and cash equivalents at beginning of the year 4 3,812,605 592,281
Cash and cash equivalents at end of the year (A+B+C+D+E) 4 5,259,801 3,812,605
The accompanying notes are an integral part of these consolidated financial statements. |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(6)
NOTE 1 - ORGANISATION AND NATURE OF OPERATIONS
D-Market Elektronik Hizmetler ve Ticaret A.Ş. (“D-Market” or “Hepsiburada” or together with its
subsidiaries the “Group”) was established in April 2000. D-Market currently operates as a retail website
(www.hepsiburada.com) offering its retail customers a wide selection of merchandise including
electronics and non-electronics (including books, sports, toys, kids and baby products, cosmetics,
furniture, etc.). As of 31 December 2022, the ultimate shareholders of D-Market are the members of
Doğan Family and Turk Commerce B.V. (Note 18).
On July 6, 2021, the Company completed an initial public offering (“IPO”) of 65,251,000 American
Depositary Shares (“ADSs”) representing 65,251,000 Class B ordinary shares, at a price to the public
of $12.00 per ADS on Nasdaq. The offering included 41,670,000 ADSs offered by the Company and
23,581,000 ADSs offered by a selling shareholder, which included 8,511,000 ADSs sold by the selling
shareholder pursuant to the underwriters’ exercise in full of their over-allotment option. The ADSs began
trading on the Nasdaq Global Select Market under the ticker symbol “HEPS” on July 1, 2021.
As of 31 December 2022, the Group has 3,834 employees (2021: 3,789 ). The address of the registered
office is as follows:
Kuştepe Mahallesi, Mecidiyeköy Yolu Caddesi
No: 12 Kule 2 Kat 2
Şişli, Istanbul - Turkiye
Subsidiaries
The Subsidiaries included in these consolidated financial statements are as follows:
• Evimiz Dekorasyon İnternet Hizmetleri ve Danışmanlık Ticaret A.Ş. (“Evimiz”)
• Altıncı Cadde Elektronik Ticaret A.Ş. (“Altıncı Cadde”)
• D Ödeme Elektronik Para ve Ödeme Hizmetleri A.Ş. (“D-Ödeme” or “Hepsipay”)
• D Fast Dağıtım Hizmetleri ve Lojistik A.Ş. (“D-Fast” or “Hepsijet”)
• Hepsi Finansal Danışmanlık A.Ş. (“Hepsi Finansal”)
• Doruk Finansman A.Ş. (“Doruk Finansman”)
Altıncı Cadde was acquired by the Group on 1 June 2012 and operated as a vertical e-commerce
website (www.altincicadde.com). Altıncı Cadde ended its operations as of 11 October 2019.
Evimiz was acquired on 31 March 2012 and operated as a vertical e-commerce website
(www.evmanya.com) offering a variety of products to its customers mainly in furniture, home textile,
house decoration, kitchen appliances, and garden and bathroom categories. Evimiz ended its operations
as of 4 September 2018.
Altıncı Cadde and Evimiz were merged under D-Fast at 27 August 2021.
D Ödeme was founded on 4 June 2015 and operates as a payment services provider offering payment
gateway and e-money services. D Ödeme obtained its operational licence from Banking Regulation and
Supervision Agency of Turkey (“BRSA”) on 20 February 2016. D Ödeme commenced its first payment
service transaction on 15 June 2016. D Ödeme launched Hepsipay Cüzdanım (Wallet) in June 2021,
an embedded digital wallet product on Hepsiburada platform.
D Fast was founded on 26 February 2016 and operates as a cargo and logistic firm which provides last
mile delivery services to the customers of Hepsiburada and other customers. |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(7)
NOTE 1 - ORGANISATION AND NATURE OF OPERATIONS (Continued)
Hepsi Finansal was founded on 1 December 2021 and has not started its operations as of 31 December
2021. Hepsi Finansal aims to operate as a holding company for the fintech operations of the Group and
to provide financial solutions to the customers of Hepsiburada. Hepsi Finansal is the parent company of
the Doruk Finansman A.Ş. which was acquired in February 2022 (Note 5).
Doruk Finansman was acquired by the Group on 28 February 2022 and the Group aims to offer its
customers consumer financing solutions through Doruk Finansman. Doruk Finansman was founded on
24 April 2006 and obtained its operational license from the BRSA in 2008. Doruk Finansman operates
as a consumer financing company in Türkiye.
NOTE 2 - BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS
2.1 Basis of preparation
The accompanying consolidated financial statements are prepared in accordance with Turkish Financial
Reporting Standards (“TFRS”) issued by the Public Oversight Accounting and Auditing Standards
Authority (“POA”).
The Company maintais its books of account in Turkish Lira (“TRY”) based on the Turkish Commercial
Code (“TCC”), Turkish tax legislation and the Uniform Chart of Accounts issued by the Ministry of
Finance of Turkey. In addition, the Company has prepared its consolidated financial statements in
accordance with the accounting policies disclosed in Note 2.7 for the purpose of fair presentation in
accordance with TFRS. Consolidated financial statements have been presented in accordance with the
TAS taxonomy published by the POA on 15 April 2019.
Correction of financial statements during the hyperinflationary periods:
TAS 29 Financial Reporting in Hyperinflation Economies requires entities whose functional currency is
that of a hyperinflationary economy to prepare their financial statements in terms of the measuring unit
current at the end of the reporting period. TAS 29 describes characteristics that may indicate that an
economy is hyperinflationary, and it requires all entities that report in the currency of the same
hyperinflationary economy apply this Standard from the same date. Therefore, it is expected that TAS
29 will start to be applied simultaneously by all entities with the announcement of Public Oversight
Accounting and Auditing Standards Authority to ensure consistency of the application required by TAS
29 throughout the country.
However, the Authority has not published any announcement that determines entities would restate their
financial statements for the accounting period ending on 31 December 2022 in accordance with TAS
29. In this context, TMS 29 is not applied and inflation adjustment has not been reflected in the financial
statements as of 31 December 2022.
Functional and presentation currency
Items included in the consolidated financial statements of each of the Group’s entities are measured
using the currency of the primary economic environment in which they operate (“the functional
currency”). The consolidated financial statements are presented in thousand Turkish Lira (TRY), which
is both the functional currency of all entities in the Group and the presentation currency of the Group. |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(8)
NOTE 2 - BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2.1 Basis of preparation (Continued)
Going concern
The Group has recurring losses, the comprehensive loss for the year ended 31 December 2022
amounted to TRY1,225 million, while accumulated deficit as of 31 December 2022 amounted to
TRY1,726 million. The Group generated positive operating cash flows in 2022 financial year and its cash
and cash equivalents as of 31 December 2022 amounts to TRY5,266 million. The current year loss is
mainly results from operational expenses such as advertising, delivery costs and personnel salaries of
the Group and intensified competition in 2022.
Based on its current business plan, the Group’s cash and cash equivalents will be sufficient to fund its
operations for at least twelve months from the issuance date of these consolidated financial statements.
Management of the Group believes that it will be in a position to cover its liquidity needs through cash
on hand, cash generated from operations, available credit lines or a combination thereof, when
necessary.
The consolidated financial statements have been prepared assuming that the Company will continue as
a going concern.
2.2 Significant accounting assessments, estimates and assumptions
Estimates and assumptions are continuously evaluated and are based on historical experience and
other factors including expectations of future events that are believed to be reasonable under the
circumstances.
Although these estimates and assumptions are based on all management information related to the
events and transactions, actual results may differ from them. The estimates and assumptions that have
a significant risk of causing material adjustments to the carrying amount of asset and liabilities are as
follows:
Recognition and measurement of share-based payments
Estimating fair value for share-based payment transactions requires determination of the most
appropriate valuation model, which depends on the terms and conditions of the grant. This estimate also
requires determination of the most appropriate inputs to the valuation model and making assumptions
about them.
As further disclosed in Note 16, the Group granted an equity settled share-based payment plan where
management personnel, other employees and directors entitled to receive Company’s shares based on
the fair value at the date when the grant is made using an appropriate valuation model. Determination
of estimated fair value of the Company before it consummates its initial public offering requires complex
and subjective judgments. The Company’s enterprise value for purposes of recording share-based
compensation is estimated using a discounted cash flow (“DCF”) methodology. For the DCF
methodology, the net present value has been estimated using an appropriate discount rate.
The estimated number of stock awards that will ultimately vest based on service condition requires
judgement, and to the extent actual results or updated estimates differ from current estimates, such
amounts will be recorded as a cumulative adjustment in the period estimates are revised. |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(9)
NOTE 2 - BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2.2 Significant accounting assessments, estimates and assumptions (Continued)
Recognition and estimated useful lives of website development costs
Costs that are directly associated with the development of website and identifiable and unique software
products controlled by the Group are recognized as intangible assets as they meet the recognition criteria
in TAS 38 and SIC 32 as explained in detail in Note 2.7. (Note 2.7 for detailed information).
The Group anticipates that its website is capable of generating revenues and satisfy the requirement of
future probable economic benefit. The carrying amounts of the Group’s intangible assets are reviewed at
each reporting date to determine whether there is an indication of impairment, considering future profit
projections.
Website development costs recognized as assets are amortized over their estimated useful lives of 2 to
4 years. The useful lives of the website development costs are estimated by management at the time
the asset is capitalized and reviewed for appropriateness at each reporting date. The Group defines
useful life of its assets in terms of the assets’ expected utility to the Group. This judgment is based on
the experience of the Group with similar assets. In determining the useful life of an asset, the Group
also follows technical and/or commercial obsolescence arising on changes or improvements from a
change in the market. Amortization starts when the asset is ready for use Useful lives are reviewed at
each reporting date and adjusted as appropriate (Note 13).
Website development costs recognized as assets are amortized over their estimated useful lives between
2 and 4 years. However, the actual useful life may be shorter or longer than estimated useful lives,
depending on technical innovations and competitor actions. If the useful lives were increased/decreased
by one year, the carrying amount would be TRY39,308 thousand higher/TRY60,196 thousand lower as at
31 December 2022 (2021: TRY19,958 thousand higher/ TRY23,693 thousand lower).
Recognition and measurement of deferred tax assets
The Group has not recognised any deferred income tax assets (except to the extent they are covered by
taxable temporary differences) in regarding to its carry forward tax losses, unused tax incentives and other
deductible temporary differences due to uncertainties as to the realization of such deferred tax assets in
the foreseeable future. If actual events differ from the Group’s estimates, or to the extent that these
estimates are adjusted in the future, changes in the amount of an unrecognized deferred tax asset could
materially impact the Group’s results of operations.
TFRS 16 application and discount rates used for measurement of lease liability
The Group, as a lessee, measures the lease liability at the present value of the unpaid lease payments
at the commencement date. The lease payments are discounted using the interest rate implicit in the
lease, if that rate can be readily determined or if that rate cannot be readily determined, the Group uses
its incremental borrowing rate.
Incremental borrowing rate is the rate of interest that the Group would have to pay to borrow over a
similar term, and with a similar security, the funds necessary to obtain an asset of similar value of the
right of use assets in similar economic environment.
The Group determines its incremental borrowing rate with reference to its existing and historical cost of
borrowing adjusted for the term and security against such borrowing. In addition, the management
assesses the expected length of the leases and this assessment takes into account non-cancellation and
extension options. The Group evaluate whether it is reasonably certain to exercise the option to renew.
That is, it considers all relevant factors that create an economic incentive for it to exercise the renewal.
After the commencement date, the Group reassesses the lease term if there is a significant event or
change in circumstances that is within its control and affects its ability to exercise (or not to exercise) the
option to renew (as a change in business strategy). |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(10)
NOTE 2 - BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2.2 Significant accounting assessments, estimates and assumptions (Continued)
Recognition and measurement of provision for Competition Authority investigation
In accordance with the accounting policy in Note 2.7, provisions are recognized when the Group has a
present obligation as a result of past events, and it is probable that a cash outflow will be required to
settle the obligation, and a reliable estimate of the amount of the obligation can be made.
As further explained in Note 15, the Group recognized a provision payable to the Turkish Competition
Authority (“TCA”) estimated at TRY 95,643 thousand in its consolidated financial statements as of 31
December 2022. The Group has computed the provision by applying 2% to D-Market’s standalone annual
net revenue as per statutory financial statements prepared in accordance with the tax legislations for the
year ended 31 December 2022, based on the management’s and legal advisors’ best estimate, and
reduced by 25% for early payment discount on the amount calculated, if the administration fine will be paid
within 30 days, an option which the management will exercise and the Group recognized a provision
amounting to TRY127,525 thousand in its consolidated financial statements, as its best estimate in 2021.
The TCA board, at its own discretion, may also apply a discount between 1/4 and 3/5 of the total penalty
if they decide to apply extenuating circumstances. In 2022, on the basis of legal opinion which considered
similar cases and the provision expense was recalculated as TRY95,643 thousand, representing 1.5% of
annual net revenues as reported in statutory financial statements in accordance with the tax legislations
for 2021 and reduced by 25% for early payment discount on the amount calculated. In calculating the
provision, the Group estimated that 1/4 of discount would be applied on total penalty. As of the approval
date of these consolidated financial statements, the TCA’s final decision is not yet rendered. If the penalty
ratio differs by 1% of statutory revenue from the management’s estimate, the estimated provision would
be TRY63,762 thousand higher or lower, accordingly.
2.3 Basis of consolidation
The consolidation principles used in the preparation of these consolidated financial statements are
summarised below:
a) These consolidated financial statements include the accounts of the parent company, D-Market
and its subsidiaries (collectively referred to as the “Group”) on the basis set out in sections (a) to (b)
below. The financial statements of the companies included in the consolidation are based on the
accounting principles and presentation basis applied by the Group.
b) Subsidiaries are all companies over which D-Market has control. An investor controls an investee
when it is exposed, or has rights, to variable returns from its involvement with the investee and it
has the ability to affect those returns through its power over the investee. Thus, the principle of
control sets out the following three elements of control:
- Power over the investee;
- Exposure or rights to variable returns from involvement with the investee;
- The ability to use power over the investee to affect the amount of the investor’s returns.
The proportion of ownership interest represents the effective shareholding of the Group through the
shares held by D-Market and indirectly by its subsidiaries. |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(11)
NOTE 2 - BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2.3 Basis of consolidation (Continued)
The table below sets out the subsidiaries included in the scope of consolidation and shows the Group’s
ownership interests at 31 December 2022 and 2021.
Subsidiaries 31 December 2022 31 December 2021
D-Ödeme 100% 100%
D-Fast 100% 100%
Hepsi Finansal 100% 100%
Doruk Finansman 100% -
The balance sheet and statement of comprehensive loss of the subsidiaries are consolidated on a line-by-line basis and the carrying value of the investment held by D-Market in its subsidiaries is eliminated
against equity. The intercompany transactions and balances between D-Market and its subsidiaries are
eliminated on consolidation. The cost of, and the dividends arising from, shares held by D-Market in its
subsidiaries are eliminated from equity and income for the period, respectively. The subsidiaries are
consolidated from the date on which control is transferred to the Group and are no longer consolidated
from the date that control ceases.
2.4 Offsetting
Financial assets and liabilities are offset and the net amount is reported in the consolidated balance sheet
when there is a legally enforceable right to set-off the recognised amounts and there is an intention to
settle on a net basis, or realise the asset and settle the liability simultaneously.
2.5 The new standards, amendments and interpretations
The accounting policies adopted in preparation of the consolidated financial statements as at
31 December 2022 are consistent with those of the previous financial year, except for the adoption of
new and amended TFRS and TFRS interpretations effective as of January 1, 2022 and thereafter. The
effects of these standards and interpretations on the Group’s financial position and performance have
been disclosed in the related paragraphs.
i) The new standards, amendments and interpretations which are effective as at January 1,
2022 are as follows
Amendments to TFRS 3 – Reference to the Conceptual Framework
In July 2020, POA issued amendments to TFRS 3 Business combinations. The amendments are
intended to replace to a reference to a previous version of the Conceptual Framework (the 1989
Framework) with a reference to the current version issued in March 2018 (the Conceptual Framework)
without significantly changing requirements of TFRS 3. At the same time, the amendments add a new
paragraph to TFRS 3 to clarify that contingent assets do not qualify for recognition at the acquisition
date. The amendments must be applied prospectively.
The amendments did not have a significant impact on the financial position or performance of the Group. |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(12)
NOTE 2 - BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2.5 The new standards, amendments and interpretations (Continued)
i) The new standards, amendments and interpretations which are effective as at January 1,
2022 are as follows (continued)
Amendments to TAS 16 – Proceeds before intended use
In July 2020, POA issued amendments to TAS 16 Property, plant and equipment. The amendment
prohibits entities from deducting from the cost of an item of property, plant and equipment (PP&E), any
proceeds of the sale of items produced while bringing that asset to the location and condition necessary
for it to be capable of operating in the manner intended by management. Instead, an entity recognizes
the proceeds from selling such items, and costs of producing those items, in profit or loss. The
amendments must be applied retrospectively only to items of PP&E made available for use on or after
beginning of the earliest period presented when the entity first applies the amendment.
The amendments did not have a significant impact on the financial position or performance of the Group.
Amendments to TAS 37 – Onerous contracts – Costs of Fulfilling a Contract
In July 2020, POA issued amendments to TAS 37 Provisions, Contingent Liabilities and Contingent
assets. The amendments specify which costs an entity needs to include when assessing whether a
contract is onerous or loss-making and also apply a “directly related cost approach”. Amendments must
be applied prospectively to contracts for which an entity has not fulfilled all of its obligations at the
beginning of the annual reporting period in which it first applies the amendments (the date of initial
application).
The amendments did not have a significant impact on the financial position or performance of the Group.
Annual Improvements – 2018–2020 Cycle
In July 2020, POA issued Annual Improvements to TFRS Standards 2018–2020 Cycle, amending the
followings:
- TFRS 1 First-time Adoption of International Financial Reporting Standards – Subsidiary as a
first-time adopter: The amendment permits a subsidiary to measure cumulative translation
differences using the amounts reported by the parent. The amendment is also applied to an
associate or joint venture.
- TFRS 9 Financial Instruments – Fees in the “10 per cent test” for derecognition of financial
liabilities: The amendment clarifies the fees that an entity includes when assessing whether the
terms of a new or modified financial liability are substantially different from the terms of the
original financial liability. These fees include only those paid or received between the borrower
and the lender, including fees paid or received by either borrower or lender on the other’s behalf.
- TAS 41 Agriculture – Taxation in fair value measurements: The amendment removes the
requirement in paragraph 22 of TAS 41 that entities exclude cash flows for taxation when
measuring fair value of assets within the scope of TAS 41.
The amendments did not have a significant impact on the financial position or performance of the Group. |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(13)
NOTE 2 - BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2.5 The new standards, amendments and interpretations (Continued)
ii) Standards issued but not yet effective and not early adopted
Standards, interpretations and amendments to existing standards that are issued but not yet effective
up to the date of issuance of the consolidated financial statements are as follows. The Group will make
the necessary changes if not indicated otherwise, which will be affecting the consolidated financial
statements and disclosures, when the new standards and interpretations become effective.
Amendments to TFRS 10 and TAS 28: Sale or Contribution of Assets between an Investor and
its Associate or Joint Venture
In December 2017, POA postponed the effective date of this amendment indefinitely pending the
outcome of its research project on the equity method of accounting. Early application of the amendments
is still permitted.
The Group will wait until the final amendment to assess the impacts of the changes.
TFRS 17 - The new Standard for insurance contracts
POA issued TFRS 17 in February 2019, a comprehensive new accounting standard for insurance
contracts covering recognition and measurement, presentation and disclosure. TFRS 17 model
combines a current balance sheet measurement of insurance contract liabilities with the recognition of
profit over the period that services are provided. TFRS 17 will become effective for annual reporting
periods beginning on or after 1 January 2023; early application is permitted.
The amendments did not have a significant impact on the financial position or performance of the Group.
Amendments to TAS 1- Classification of Liabilities as Current and Non-Current Liabilities
In January 2020 and January 2023, POA issued amendments to TAS 1 to specify the requirements for
classifying liabilities as current or non-current. According to the amendments made in January 2023 if
an entity’s right to defer settlement of a liability is subject to the entity complying with the required
covenants at a date subsequent to the reporting period (“future covenants”), the entity has a right to
defer settlement of the liability even if it does not comply with those covenants at the end of the reporting
period. In addition, January 2023 amendments require an entity to provide disclosure when a liability
arising from a loan agreement is classified as non-current and the entity’s right to defer settlement is
contingent on compliance with future covenants within twelve months. This disclosure must include
information about the covenants and the related liabilities. The amendments clarified that the
classification of a liability is unaffected by the likelihood that the entity will exercise its right to defer
settlement of the liability for at least twelve months after the reporting period. The amendments are
effective for periods beginning on or after 1 January 2024. The amendments must be applied
retrospectively in accordance with TAS 8. Early application is permitted. However, an entity that applies
the 2020 amendments early is also required to apply the 2023 amendments, and vice versa.
The amendments did not have a significant impact on the financial position or performance of the Group. |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(14)
NOTE 2 - BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2.5 The new standards, amendments and interpretations (Continued)
ii) Standards issued but not yet effective and not early adopted (continued)
Amendments to TAS 8 - Definition of Accounting Estimates
In August 2021, POA issued amendments to TAS 8, in which it introduces a new definition of ‘accounting
estimates’. The amendments issued to TAS 8 are effective for annual periods beginning on or after 1
January 2023. The amendments clarify the distinction between changes in accounting estimates and
changes in accounting policies and the correction of errors. Also, the amended standard clarifies that
the effects on an accounting estimate of a change in an input or a change in a measurement technique
are changes in accounting estimates if they do not result from the correction of prior period errors. The
previous definition of a change in accounting estimate specified that changes in accounting estimates
may result from new information or new developments. Therefore, such changes are not corrections of
errors. This aspect of the definition was retained by the POA. The amendments apply to changes in
accounting policies and changes in accounting estimates that occur on or after the start of the effective
date. Earlier application is permitted.
The amendments did not have a significant impact on the financial position or performance of the Group.
Amendments to TAS 1 - Disclosure of Accounting Policies
In August 2021, POA issued amendments to TAS 1, in which it provides guidance and examples to help
entities apply materiality judgements to accounting policy disclosures. The amendments issued to TAS
1 are effective for annual periods beginning on or after 1 January 2023. In the absence of a definition of
the term ‘significant’ in TFRS, the POA decided to replace it with ‘material’ in the context of disclosing
accounting policy information. ‘Material’ is a defined term in TFRS and is widely understood by the users
of financial statements, according to the POA. In assessing the materiality of accounting policy
information, entities need to consider both the size of the transactions, other events or conditions and
the nature of them. Examples of circumstances in which an entity is likely to consider accounting policy
information to be material have been added.
The amendments did not have a significant impact on the financial position or performance of the Group.
Amendments to TAS 12 – Deferred Tax related to Assets and Liabilities arising from a Single
Transaction
In August 2021, POA issued amendments to TAS 12, which narrow the scope of the initial recognition
exception under TAS 12, so that it no longer applies to transactions that give rise to equal taxable and
deductible temporary differences. The amendments issued to TAS 12 are effective for annual periods
beginning on or after 1 January 2023. The amendments clarify that where payments that settle a liability
are deductible for tax purposes, it is a matter of judgement (having considered the applicable tax law)
whether such deductions are attributable for tax purposes to the liability recognised in the financial
statements (and interest expense) or to the related asset component (and interest expense). This
judgement is important in determining whether any temporary differences exist on initial recognition of
the asset and liability. The amendments apply to transactions that occur on or after the beginning of the
earliest comparative period presented. In addition, at the beginning of the earliest comparative period
presented, a deferred tax asset (provided that sufficient taxable profit is available) and a deferred tax
liability for all deductible and taxable temporary differences associated with leases and decommissioning
obligations should be recognized.
The amendments did not have a significant impact on the financial position or performance of the Group. |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(15)
NOTE 2 - BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2.5 The new standards, amendments and interpretations (Continued)
ii) Standards issued but not yet effective and not early adopted (continued)
Amendments to TFRS 16 - Lease Liability in a Sale and Leaseback
In January 2023, POA issued amendments to TFRS 16. The amendments specify the requirements that
a seller-lessee uses in measuring the lease liability arising in a sale and leaseback transaction, to ensure
the seller-lessee does not recognise any amount of the gain or loss that relates to the right of use it
retains. In applying requirements of TFRS 16 under “Subsequent measurement of the lease liability”
heading after the commencement date in a sale and leaseback transaction, the seller lessee determines
‘lease payments’ or ‘revised lease payments’ in such a way that the seller-lessee would not recognise
any amount of the gain or loss that relates to the right of use retained by the seller-lessee. The
amendments do not prescribe specific measurement requirements for lease liabilities arising from a
leaseback. The initial measurement of the lease liability arising from a leaseback may result in a seller-lessee determining ‘lease payments’ that are different from the general definition of lease payments in
TFRS 16. The seller-lessee will need to develop and apply an accounting policy that results in
information that is relevant and reliable in accordance with TAS 8. A seller-lessee applies the
amendments to annual reporting periods beginning on or after 1 January 2024. Earlier application is
permitted. A seller-lessee applies the amendments retrospectively in accordance with TAS 8 to sale and
leaseback transactions entered into after the date of initial application of TFRS 16.
The amendments did not have a significant impact on the financial position or performance of the Group.
2.6 Comparative information
Certain prior year figures in the consolidated statement of cash flows have been restated to correct an
immaterial error. In the statement of cash flows for the year ended December 31, 2021, the Group
presented interest received amounting to TL 75.082 thousand as financing activities in the prior year.
These cash flows have been reclassified as investing activities in the statement of cash flows to be
consistent with the current year presentation.
2.7 Summary of significant accounting policies
The significant accounting policies followed in the preparation of these consolidated financial statements
are summarised below:
Cash and cash equivalents
Cash and cash equivalents includes cash on hand, demand and time deposits with financial institutions
and other short-term, highly liquid investments with original maturities of three months or less that are
readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in
value. |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(16)
NOTE 2 - BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2.7 Summary of significant accounting policies (Continued)
Restricted cash and wallet deposits
Restricted cash represents fund deposits received from customers for the Group’s payment solution by
digital wallet. These deposits are subject to regulatory restrictions and therefore are not available for
use by the Group. These deposits are kept separately from the Group’s cash accounts and the Group
does not earn interest income from its restricted cash accounts. A corresponding liability is recorded as
wallet deposits in the consolidated balance sheet. These amounts are maintained in the digital wallet
until withdrawal is requested or used by the customer. In accordance with the Law on payment and
securities settlement systems, payment services and electronic money institutions, number 6493, the
Group is liable to compensate for the rights of the fund holders. Considering these facts and
circumstances, the Group has recognised restricted cash and the corresponding wallet deposit liability
in its consolidated financial statements.
Trade receivables
A receivable is the Group’s right to consideration that is unconditional. A right to consideration is
unconditional if only the passage of time is required before payment of that consideration is due. Trade
receivables that do not contain a significant financing component or for which the Group has applied the
practical expedient are measured initially at the transaction price, and subsequently at amortized cost
using the effective interest rate method, less provision for impairment.
Loan receivables
Financial assets generated as a result of providing a loan are classified as loan receivables and are
carried at amortised cost, less any impairment. All loans are recognised in the consolidated financial
statements when cash is transferred to customers.
Contract balances
Contract assets
When the Group performs by transferring goods or services to a customer before the customer pays
consideration or before payment is due, the Group presents the contract as a contract asset, excluding
any amounts presented as a receivable. Contract assets are subject to impairment assessment within
the scope of expected credit loss calculation.
Contract liabilities and merchant advances
If a customer pays consideration, or the Group has a right to an amount of consideration that is
unconditional (i.e. a receivable), before the Group transfers a good or service, the Group presents the
contract as a contract liability when the payment is made or the payment is due (whichever is earlier).
Contract liabilities are recognised as revenue when the Group performs under the contract (i.e., transfers
control of the related goods or services).
Merchant advances consists of advances received from customers for marketplace transactions, where
the Group acts as an agent. The Group earns a commission for these transactions. The amount of
advances payable to a merchant, net of commissions, is credited as a payable to the merchant when
delivery is complete. |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(17)
NOTE 2 - BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2.7 Summary of significant accounting policies (Continued)
Financial assets
The Group classified its financial assets in three categories; financial assets carried at amortized cost,
financial assets carried at fair value through profit or loss, financial assets carried at fair value through
other comprehensive income. Classification is performed in accordance with the business model
determined based on the purpose of benefits from financial assets and expected cash flows. Management
performs the classification of financial assets at the acquisition date. During the period the Group did not
hold any financial assets in the “fair value through other comprehensive income” category.
a) Financial assets carried at amortized cost
Assets that are held for collection of contractual cash flows where those cash flows represent solely
payments of principal and interest, whose payments are fixed or predetermined, which are not actively
traded and which are not derivative instruments are measured at amortized cost. They are included in
current assets, except for maturities more than 12 months after the balance sheet date. Those with
maturities more than 12 months are classified as non-current assets. The Group’s financial assets carried
at amortized cost comprise “trade receivables”, “contract assets”, “financial investments” and “cash and
cash equivalents” in the consolidated balance sheet.
Impairment of trade receivables and customer contract assets
The Group applies the TFRS 9 simplified approach to measuring expected credit losses which uses a
lifetime expected loss allowance for all trade receivables and contract assets. To measure the expected
credit losses, trade receivables and contract assets have been grouped based on shared credit risk
characteristics and the days past due. The Group has further concluded that the expected loss rates for
trade receivables are a reasonable approximation of the loss rates for the contract assets. The expected
loss rates are based on the payment profiles of sales over a period before reporting date and the
corresponding credit losses experienced within this period. The historical loss rates are adjusted to reflect
current and forward-looking information on macroeconomic factors affecting the ability of the customers to
settle the receivables. While cash and cash equivalents and financial investments carried at amortised
cost are also subject to the impairment requirements of TFRS 9, the identified impairment loss was
immaterial. |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(18)
NOTE 2 - BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2.7 Summary of significant accounting policies (Continued)
Financial assets (continued)
Impairment for loan receivables
Impairment Group has adopted “three level impairment approach (general model)” defined in TFRS 9
for the recognition of impairment losses on receivables from finance sector operations, carried at
amortised cost. General model considers the changes in the credit quality of the financial instruments
after the initial recognition. Three levels defined in the general model are as follows:
“Level 1”, includes financial instruments that have not had a significant increase in credit risk since initial
recognition or that have low credit risk at the reporting date. For these assets, 12-month expected credit
losses (“ECL”) are recognised and interest revenue is calculated on the gross carrying amount of the
asset (that is, without deduction for credit allowance). 12-month ECL are the expected credit losses that
result from default events that are possible within 12 months after the reporting date.
“Level 2”, includes financial instruments that have had a significant increase in credit risk since initial
recognition but those do not have objective evidence of impairment. For these assets, lifetime expected
credit losses are recognised and interest revenue is calculated on the gross carrying amount of the
asset. Lifetime ECL are the expected credit losses that result from all possible default events over the
expected life of the financial instrument.
“Level 3”, includes financial assets that have objective evidence of impairment at the reporting date. For
these assets, lifetime expected credit losses are recognised. Group appropriately classifies its financial
instruments considering common risk factors (such as the type of the instrument, credit risk rating,
guarantees, time to maturity and sector) to determine whether the credit risk on a financial instrument
has increased significantly and to account appropriate amount of credit losses in the consolidated
financial statements. The changes in the expected credit losses on receivables from finance sector
operations are accounted for under “other operating income/expenses” account of the consolidated
statement of income.
b) Financial assets carried at fair value through profit or loss
Financial assets at fair value through profit or loss are carried in the consolidated balance sheet at fair
value with net changes in fair value recognised in the consolidated statement of profit or loss. Financial
assets at fair value through profit or loss consist of financial investments which are acquired to benefit
from short-term price or other fluctuations in the market or which are a part of a portfolio aiming to earn
profit in the short-run, irrespective of the reason of acquisition, and kept for trading purposes.
Particularly, in 2022, the Group invested an amount of TRY 17,557 thousand for investment funds as
financial asset which is valued by using Level 1 inputs. (Note 5).
Trade payables and payables to merchants
Trade payables mainly arise from the payables to retail suppliers related to the inventory purchases and
services payables. It also includes payables to the marketplace merchants for amounts received by the
Group for products delivered by merchants to customers net of commissions, services charges and
delivery costs. Trade payables and payables to merchants are recognized initially at fair value and
subsequently measured at amortized cost using the effective interest method. |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(19)
NOTE 2 - BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2.7 Summary of significant accounting policies (Continued)
Related parties
For the purpose of these consolidated financial statements, shareholders, key management personnel
and Board members, in each case together with their families and companies controlled by or affiliated
with them, investments and associated companies are considered and referred to as related parties.
Inventories
Inventories, comprising of trade goods, are valued at the lower of cost and net realisable value. Costs
incurred in bringing each product to its present location and condition is defined as the initial cost. An entity
may purchase inventories on deferred settlement terms. When the arrangement effectively contains a
financing element, that element, for example a difference between the purchase price for normal credit
terms and the amount paid, is recognised as interest expense over the period of the financing. The cost
of inventories is determined using the weighted average method. Net realisable value is the estimated
selling price in the ordinary course of business, less estimated costs necessary to make the sale. Provision
for inventories is accounted in cost of sales.
Rebates
The Group periodically receives consideration from certain suppliers, representing rebates for sold out
products or purchased products from supplier for a specified period. The Group considers those rebates
as a reduction to costs of inventory when the amounts are reliably measurable.
Impairment of non-financial assets
The Group assesses, at each reporting date, whether there is objective evidence that an asset is impaired.
If any indication exists, the Group estimates the asset’s recoverable amount. When the carrying amount
of an asset exceeds its recoverable amount, the asset is considered impaired. Impairment losses are
recognized in statement of comprehensive loss.
The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use (discounted
cash flows an asset is expected to generate based upon management’s expectations of future economic
and operating conditions). For the purposes of assessing impairment, assets are grouped at the lowest
levels for which there are separately identifiable cash inflows (cash-generating units). An assessment is
made at each reporting date to determine whether there is an indication that previously recognised
impairment losses no longer exist or have decreased.
Subsequent increase in the asset’s recoverable amount due to the reversal of a previously recognized
impairment loss cannot be higher than the previous carrying value (net of depreciation and amortization). |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(20)
NOTE 2 - BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2.7 Summary of significant accounting policies (Continued)
Property and equipment and related depreciation
Property and equipment are carried at cost less accumulated depreciation and are amortized on a
straight-line basis. Subsequent costs are included in the asset’s carrying amount or recognised as a
separate asset, as appropriate, only when it is probable that future economic benefits associated with the
item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the
replaced part is derecognised. Repairs and maintenance are charged to the profit or loss of the statement
of comprehensive loss as incurred. The cost includes expenditure that is directly attributable to the
acquisition of the items. The assets’ residual values and estimated useful economic lives are reviewed at
the end of each reporting period and adjusted prospectively if appropriate. The depreciation periods for
property and equipment, which approximate the useful lives of such assets, are as follows:
Furniture and fixtures 5-10 years
Leasehold improvements 5 years
Motor vehicles 5 years
An impairment loss is charged to profit and loss for the amount by which the carrying amount of the asset
exceeds its recoverable amount, which is the higher of the asset’s net selling price and value in use. Gains
or losses on disposals of property and equipment, which is determined by comparing the proceeds with
the carrying amount, are included in the related income and expense accounts, as appropriate.
Intangible assets
Intangible assets comprise acquired software and rights. Acquired computer software licenses and rights
are capitalized on the basis of costs incurred to acquire and bring to use the specific software. Software
and rights costs are amortized over their estimated useful lives of 3 to 5 years.
Website development costs
Costs that are directly associated with the development of website and unique software products controlled
by the Group are recognized as internally generated intangible assets when the following criteria are met:
• it is technically feasible to complete the software so that it will be available for use or sale;
• management intends to complete the software and use or sell it;
• there is an ability to use or sell the software;
• it can be demonstrated how the software will generate probable future economic benefits;
• adequate technical, financial and other resources to complete the development and to use or sell
the software are available; and
• the expenditure attributable to the software during its development can be reliably measured.
Directly attributable costs that are capitalized as part of the development website and software include
direct employee costs, an appropriate portion of relevant overhead and service costs incurred as part of
the development.
Development costs that do not meet the criteria above are recognized as expense as incurred.
Development costs previously recognized as expense are not recognized as an asset in a subsequent
period. Development costs recognized as an asset are amortized over their estimated useful lives between
2 and 4 years. Amortization starts when the asset is ready for use (Note 13).
Capitalized development costs, stages of website development and useful lives are assessed in
accordance with the requirements of SIC 32 Intangible Assets: Web Site Costs and TAS 38 Intangible
Assets. |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(21)
NOTE 2 - BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2.7 Summary of significant accounting policies (Continued)
Leases
At the inception of a contract, the Group assesses whether the contract is, or contains, a lease. A
contract is, or contains, a lease if the contract conveys right to control the use of an identified asset for
a period of time in exchange for consideration.
For a contract that is, or contains, a lease, the Group accounts for each lease component within the
contract as lease separately from non-lease components of the contract.
The Group determines the lease term as the non-cancellable period of lease, together with both:
- periods covered by an option to extend the lease if the lessee is reasonably certain to exercise
that option; and
- periods covered by an option to terminate the lease if the lessee is reasonably certain not to
exercise that option.
In assessing whether a lessee is reasonably certain to exercise an option to extend a lease, or not to
exercise an option to terminate a lease, the Group considers all relevant facts and circumstances that
create an economic incentive for the lessee to exercise the option to extend the lease, or not to exercise
the option to terminate the lease. The Group revises the lease term if there is a change in the non-cancellable period of lease.
The Group as a lessee
For a contract that contains a lease component and one or more additional lease or non-lease
components, the Group allocates the consideration in the contract to each component on the basis of
the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components.
The relative stand-alone price of lease and non-lease components is determined on the basis of the
price the lessor, or a similar supplier, would charge an entity for that component, or a similar component,
separately. If an observable stand-alone price is not readily available, the Group estimates the stand-alone price, maximising the use of observable information.
The non-lease components are not accounted for within the scope of TFRS 16.
For determination of the lease term, the Group reassesses whether it is reasonably certain to exercise
an extension option, or not to exercise a termination option, upon the occurrence of either a significant
event or a change in circumstances that:
- Is within the control of the Group,
- Affects whether the Group is reasonably certain to exercise an option not previously included in
its determination of the lease term, or not to exercise an option previously included in its
determination of the lease term. |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(22)
NOTE 2 - BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2.7 Summary of significant accounting policies (Continued)
Leases (continued)
At the commencement date, the Group recognises a right of use asset and a lease liability under the
lease contract.
Short-term lease agreements with a lease term of 12 months or less and agreements determined by the
Group as low value have been determined to be within the scope of the practical expedient included in
TFRS 16. For these agreements, the lease payments are recognized as an other operating expense in
the period in which they are incurred. Such expenses have no significant impact on Group’s consolidated
financial statements.
Lease liability
Lease liability is initially recognised at the present value of future lease payments that are not paid at
the commencement date. The lease payments are discounted using the interest rate implicit in the lease,
if that rate can be readily determined. If that rate cannot be readily determined, the Group uses its
incremental borrowing rate.
After initial recognition, the lease liability is measured by:
(a) increasing the carrying amount to reflect interest on the lease liability;
(b) reducing the carrying amount to reflect the lease payments made; and
(c) remeasuring the carrying amount to reflect any reassessment or lease modifications or to
reflect revised in-substance fixed lease payments.
The Group remeasures the lease liabilities to reflect changes to lease payments by discounting the
revised lease payments using a revised discount rate when:
(a) there is a change in the lease term as a result of reassessment of the expectation to exercise a
renewal option, or not to exercise a termination option as discussed above; or
(b) there is a change in the assessment of an option to purchase the underlying asset.
The Group determines the revised discount rate as the interest rate implicit in the lease for the remainder
of the lease term if that rate can be readily determined, or if not, its incremental borrowing rate at the
date of reassessment. Where:
(a) there is a change in the amounts expected to be payable under a residual value guarantee; or
(b) there is a change in the future lease payments resulting from a change in an index or a rate used
to determine those payments, including changes to reflect changes in market rental rates
following a market rent review, the Group remeasures the lease liabilities by discounting the
revised lease payments using an unchanged discount rate unless the change in lease payments
results from a change in floating interest rates. In such case, the Group uses the revised discount
rate that reflects the changes in the interest rate.
The Group recognises the amount of the remeasurement of lease liability as an adjustment to the right
of use asset. When the carrying amount of the right of use asset is reduced to zero and there is further
reduction in the measurement of the lease liability, the Group recognises any remaining amount of the
remeasurement in profit or loss. |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(23)
NOTE 2 - BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2.7 Summary of significant accounting policies (Continued)
Lease liability (continued)
The Group accounts for a lease modification as a separate lease if both:
- The modification increases the scope of the lease by adding the right to use one or more
underlying assets;
- The consideration for the lease increases by an amount commensurate with the stand-alone price
for the increase in scope and any appropriate adjustments to that stand-alone price to reflect the
circumstances of the particular contract.
For lease modifications that are not accounted for as a separate lease, the Group, at the effective date
of the lease modification;
(a) allocates the consideration in the modified contract;
(b) determines the lease term of the modified lease; and
(c) remeasures the lease liability by discounting the revised lease payments using a revised discount
rate.
The revised discount rate is determined as the interest rate implicit in the lease for the remainder of the
lease term, if that rate can be readily determined, or the lessee’s incremental borrowing rate at the
effective date of the modification, if the interest rate implicit in the lease cannot be readily determined.
It has been determined that short-term lease contracts with a lease term of 12 months or less and
contracts with low value determined by the Group are within the scope of the facilitating application in
TFRS 16. Lease payments for these contracts are recognized as other operating expense in the period
in which they are incurred. Such expenses do not have a material impact on the consolidated financial
statements of the Group.
Right of use assets
The right of use asset is initially recognised at cost comprised of:
- The amount of the initial measurement of the lease liability,
- Any lease payments made at or before the commencement date, less any lease incentives
received,
- Any initial direct costs incurred by the Group, and
- An estimate of costs to be incurred by the Group in dismantling and removing the underlying
asset, restoring the site on which it is located or restoring the underlying asset to the condition
required by the terms and conditions of the lease. These costs are recognised as part of the cost
of right of use asset when the Group incurs an obligation for these costs. The obligation for these
costs is incurred either at the commencement date or as a consequence of having used the
underlying asset during a particular period. |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(24)
NOTE 2 - BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2.7 Summary of significant accounting policies (Continued)
Right of use assets (continued)
Right of use assets are amortized on a straight-line basis over their estimated useful lives and carried
at cost less accumulated amortization and impairment losses, and adjusted for any re-measurement of
lease liabilities. Useful lives are determined over the shorter of its estimated useful life and the lease
term. Useful lives of right of use assets are as follows:
Useful lives
Buildings 2 - 5 years
Furniture and fixtures 4 - 5 years
Software and rights 3 - 15 years
Other 2 - 3 years
Goodwill
Goodwill arising on acquisition of business is carried at cost as established at the date of acquisition of
the business less accumulated impairment losses, if any.
The cash-generating unit, where the goodwill is allocated, is tested for impairment annually. If there is
any indication that the unit is impaired, the impairment test is performed more frequently.
If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment
loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the
other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment
loss for goodwill is recognised directly in profit or loss in the consolidated financial statements. An
impairment loss recognised for goodwill is not reversed in subsequent periods.
Business combinations
Business combinations, that is assets acquired and liabilities assumed constitute a business, are
accounted in accordance with TFRS 3 "Business Combinations" using the acquisition method.
The consideration transferred in a business combination is measured at fair value, which is calculated
as the sum of the acquisition-date fair values of the assets transferred by the acquirer, liabilities incurred
by the acquirer to the former owners of the acquiree and the equity interests issued by the acquirer in
exchange for the acquiree.
When the consideration transferred by the Group in a business combination includes assets or liabilities
resulting from a contingent consideration arrangement, the contingent consideration is measured at its
acquisition-date fair value and included as part of the consideration transferred in a business
combination. |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(25)
NOTE 2 - BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2.7 Summary of significant accounting policies (Continued)
Business combinations (continued)
Changes in the fair value of the contingent consideration that qualify as measurement period
adjustments are adjusted retrospectively, with corresponding adjustments against goodwill, else they
are recognized in profit in loss.
Measurement period adjustments are adjustments that arise from additional information obtained during
the “measurement period” (which cannot exceed one year from the acquisition date) about facts and
circumstances that existed at the acquisition date.
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer's previously held equity interest in
the acquiree (if any) over the net of the acquisition-date fair values of the identifiable assets acquired
and the liabilities assumed.
Non-controlling interests that are present ownership interests and entitle their holders to a proportionate
share of the entity's net assets in the event of liquidation may be initially measured either at fair value
or at the non-controlling interests' proportionate share of the recognised amounts of the acquiree's
identifiable net assets. The choice of measurement basis is made on a transaction-by-transaction basis.
Acquisition related costs are costs the acquirer incurs to effect a business combination and are
accounted as expenses in the periods in which the costs are incurred and the services are received,
with the exception of costs to issue debt or equity securities, which shall be recognised in accordance
with TAS 32 and TFRS 9.
Deferred income taxes
Deferred income tax is provided, using the liability method, for all temporary differences arising between
the tax base of assets and liabilities and their carrying values for financial statement purposes. Currently
enacted or substantially enacted at period end tax rates are used to determine deferred income taxes.
Deferred income tax liabilities are recognized for all taxable temporary differences, whereas deferred
tax assets resulting from deductible temporary differences, tax losses and tax incentives are recognized
to the extent that it is probable that future taxable profit or taxable temporary differences will be available
against which the deductible temporary difference can be utilized. Deferred income tax assets and
liabilities are presented net when there is a legally enforceable right to offset current tax receivables
against current tax liabilities and when the deferred income taxes assets and liabilities relate to income
taxes levied by the same tax authority on the same taxable entity. |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(26)
NOTE 2 - BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2.7 Summary of significant accounting policies (Continued)
Provision for post-employment benefits
Under the Turkish Labour Law, the Group is required to pay post-employment benefits to each employee
who has completed one year of service and achieves the retirement age (58 for women and 60 for men),
or whose employment is terminated without due cause, or is called up for military service, or dies.
Provision for post-employment benefits represents the present value of the estimated total reserve of
the future probable obligation of the Group arising from the retirement of the employees calculated using
the “Projected Unit Credit Method” and based on factors derived using the experience of personnel
terminating their services.
The current service cost is recognized in the consolidated statement of comprehensive loss, reflects the
increase in the defined benefit obligation resulting from employee service in the current year, benefit
changes curtailments and settlements. Actuarial gains and losses arising from experience adjustments
and changes in actuarial assumptions are charged or credited to equity in other comprehensive income
in the period in which they arise. Past-service costs are recognized immediately in profit or loss of the
statement of comprehensive loss.
Provisions, contingent assets and liabilities
Provisions
Provisions are recognized when the Group has a present legal or constructive obligation as a result of
past events, it is probable that an outflow of resources embodying economic benefits will be required to
settle the obligation, and a reliable estimate of the amount of the obligation can be made.
Contingent assets and liabilities
Contingent liabilities are not recognized in the financial statements. They are disclosed only, unless the
possibility of an outflow of resources embodying economic benefits is remote. A contingent asset is not
recognized in the financial statements but disclosed when an inflow of economic benefits is probable.
Commitments
A commitment is an enforceable, legally binding agreement to make a payment in the future for the
purchase of services. Commitments are not recognized in the financial statements, only disclosed since
the Group has not yet received the services. |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(27)
NOTE 2 - BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2.7 Summary of significant accounting policies (Continued)
Revenue recognition
Revenue from contracts with customers is recognized when control of the goods or services are transferred
to the customer. The Group evaluates whether it is appropriate to record the gross amount of product sales
and related costs or the net amount earned as commissions. When the Group obtains control of the goods
or services before they are transferred to the customer, the Group is the principal in the transaction. If it is
unclear whether the Group obtains control, an assessment is made as to whether the Group is the primary
obligor for providing the goods, whether it is subject to inventory risk and if it has discretion in establishing
prices to determine whether it controls the goods. When the Group controls the goods before they are
transferred to the customer, revenues are recorded on a gross basis (“Retail”). When the Group does not
obtain the control of the goods before they are transferred to the customer, revenues are recorded on a
net basis (“Marketplace”).
At contract inception, if the Group expects that the period between the transfer of the promised good or
service and the payment is one year or less, the Group applies the practical expedient and does not make
any adjustment for the effect of a significant financing component on the promised amount of
consideration. On the other hand, when the contract effectively constitutes a financing component, the fair
value of the consideration is determined by discounting all future receipts using an imputed rate of interest.
The difference between the fair value and the nominal amount of the consideration is recognised on an
accrual basis as financial income.
In July 2022, the Group launched Hepsiburada Premium, a paid subscription service that replaces the
previous customer loyalty program, Efsaneler Kulübü, and offers its members free delivery, special offers,
discounts, cash back and TV platform membership. The Group has recognized the unused amounts of
discounts and benefits provided to eligible customers as liabilities arising from customer contracts and the
related amounts are netted off from revenue.
The Group launched Hepsipay Cüzdanım (Wallet), an embedded digital wallet product in June 2021 and
introduced “Hepsipapel”, a cashback points program that allows customers to earn and redeem points
during purchases with the Wallet on the platform. The unused amount of cashback points provided to the
customers are accounted as a liability and a revenue deduction.
In February 2022, the Group launched the end-to-end digital "Buy Now Pay Later" ("HASO") deferred
payment service embedded in Wallet, which allows customers to complete purchases and defer payment
for one month or pay in installments for up to twelve months. HASO purchase limits are set based on
consumers' financial history, their information in the Turkish Credit Bureau and their shopping behavior on
Hepsiburada. The installments are automatically charged to the customer's chosen credit or debit card.
The Group charges customers a HASO transaction fee for HASO transactions, which is recognized as
finance income over time in the installment period. |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(28)
NOTE 2 - BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2.7 Summary of significant accounting policies (Continued)
Revenue recognition (continued)
i. Sales of goods
Sales of goods relate to transactions where the Group acts directly as the seller of goods purchased from
the suppliers. In these transactions, the Group acts as the principal. Collections from the customer for the
goods sold are made at the time orders are placed. Revenue is recognized when the goods are delivered
to the customers. The Group recognizes revenue from sales of goods, net of return and cancellation
allowances.
Variable consideration is common and takes various forms, including returns and discounts. Customers
have a right to return goods within 14 days from delivery of the goods. A right of return is contractual. A
customer exercising its right to return a good receives a full refund. The Group estimates future returns
for its sales and recognizes a liability for the expected returns, as necessary. Discounts the Group
provides to customers are recognized as a reduction of revenue.
ii. Services revenues
Service revenue includes marketplace commissions, transaction fees, charges for delivery services and
other service revenues (mainly includes advertising revenues, fulfilment revenues and other
commissions).
Marketplace commission
The Group offers a marketplace platform that enables third-party sellers (“merchants”) to sell their products
through www.hepsiburada.com. Marketplace commission represents commission fees charged to
merchants for selling their goods through this platform. In the Marketplace sales, the Group does not obtain
control of the goods before delivery of the goods to the customer. Upon sale, the Group charges the
merchants a fixed rate commission fee based on the order amount. The Group recognizes revenue for the
commission fee at completion of the order delivery. The Group records any commission revenue
recognized net of any anticipated returns of commissions that might affect the consideration the Group will
retain. The Group may, at times, provide discounts to the Marketplace customers. Any such discounts
affect the amount of commission the Group will retain and are thus recognized as a reduction of revenue
since they are a discount provided to a customer by the Group and therefore reduce the commission to be
received.
Transaction fees
The Group also charges to its merchants a transaction fee for each order received. Such fees are
recognized as revenue at the time the order is placed.
Other contractual charges
The Group charges contractual fees to its merchants mainly for late deliveries and cancellations caused
by merchants. Such fees are recognized as revenue at a point in time. |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(29)
NOTE 2 - BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2.7 Summary of significant accounting policies (Continued)
Revenue recognition (continued)
Delivery service revenues
Except for some selected product categories, the Group collects shipping fees from its customers for
order amounts less than a determined threshold. The Group also charges to its suppliers and merchants
shipping fees based on an agreed price per order. Such shipping fees are recognized as revenue over
time during the delivery period. The Group also provides cargo services to other e-commerce companies
through its subsidiary, Hepsijet. Likewise, revenues generated through such cargo services are
recognized over time during the delivery of the carried goods to the end customers.
Advertising revenues
The Group offers various advertising services on the platform, such as ad banner placement, sponsored
ads, video advertising and other advertising services. Revenue is recognized on a gross basis as the
Group sets the pricing, controls the service and is primarily responsible for providing these advertising
services. Revenue is recognized at a specific point in time or over time, depending on the nature of the
service, and is generally billed monthly.
Cost of sales
Cost of inventory sold consists of the purchase price of consumer products, including supplier's rebates
and subsidies, write-downs and losses of inventories.
Borrowings
All bank borrowings are initially recognised at cost, being the fair value of the consideration received net
of issue cost associated with the borrowing. After initial recognition, bank borrowings are subsequently
measured at amortised cost using the effective interest method. Amortised cost is calculated by taking into
account any issuance costs and any discount or premium on settlement (Note 6).
Supplier and merchant financing arrangements
The Group carries out supplier and merchant financing arrangements with some of its suppliers and
merchants in accordance with the agreements made between the Group, banks and those suppliers and
merchants, that enable those suppliers and merchants to collect their receivables earlier than original due
dates. When the original liability to a supplier or merchant has been extinguished or substantially modified
(e.g. through change in original terms of the contract), the liabilities are classified as bank borrowings.
Otherwise, the liabilities remain as trade payables. The Group generates commission income from
merchant and supplier financing transactions. Such commission is embedded in the interest rate that is
charged by the bank to the relevant suppliers and/or the merchants. The Group receives its commission
based on the amount of the loan from the banks once the loan is drawn by our suppliers or merchants.
The program does not bear any financial risk on the Group’s financial statements. Neither the subsidiaries
nor the parent provides any guarantee to the banks in respect to these supplier and merchant financing. |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(30)
NOTE 2 - BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2.7 Summary of significant accounting policies (Continued)
Share-based payments
Share-based payment transaction is recognized in accordance with TFRS 2. The standard
encompasses all arrangements where an entity purchases goods and services in exchange for issue of
an entity’s equity instruments, or cash payments based on the fair value of the entity’s equity
instruments, unless the transaction is clearly for a purpose other than payment for goods and services
supplied to the entity receiving them. In accordance with TFRS 2, the Group distinguishes between
equity settled and cash settled plans. The cost of equity-settled transactions is determined by the fair
value at the date when the grant is made using an appropriate valuation model. The cost of equity settled
plans granted on grant date is allocated on a pro rata basis over the expected vesting period against
equity. For equity settled share-based payments, the value of the awards is fixed at the grant date. A
liability is recognised for the fair value of cash-settled transactions. The fair value is measured initially
and at each reporting date up to and including the settlement date, with changes in fair value recognised
in payroll expense. The fair value is expensed over the period until the vesting date with recognition of
a corresponding liability. A description of the existing share-based payment plan is disclosed in Note 16.
Capital increases and dividends
Ordinary shares are classified as equity. Pro-rata increases to existing shareholders are accounted for
at par value as approved. Dividends on ordinary shares are recognized in equity in the period in which
they are approved by the General Assembly Meeting.
Foreign currency transactions and balances
Foreign currency transactions during the period have been translated into the functional currency at the
exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated
in foreign currencies have been translated into TRY at the exchange rates prevailing at the balance
sheet dates. Exchange gains or losses arising from the settlement and translation of foreign currency
items have been included in the statement of comprehensive loss in financial income or expense.
Segment reporting of financial information
Operating segments are identified on the same basis as financial information is reported internally to the
Group’s chief operating decision maker (“CODM’’), the Group’s Board of Directors. The Group
management determines operating segments by reference to the reports reviewed by the Board of
Directors to make strategic decisions. The Board of Directors evaluates the operational results as a whole
as one cash generating unit. No segmental information is presented in these consolidated financial
statements, since no segmental financial information is reviewed by the CODM. |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(31)
NOTE 3 - BUSINESS COMBINATIONS
On 16 December 2021, D-Market, through Hepsi Finansal Danışmanlık, entered into a Share Sale and
Purchase Agreement with the holders of 100% of the equity interest in Doruk Finansman A.Ş. (Doruk
Finansman), a Turkish consumer finance company, to acquire 100% stake in Doruk Finansman for a total
transaction value of TRY 20 million. Following the regulatory approval of Banking Regulation and Supervision
Agency, the transaction was closed on 28 February 2022 and the Group paid the Sellers (Doğan Şirketler
Grubu Holding A.Ş. ("DoHol"), the holder of 97% equity interest in Doruk Finansman, Doğan Dış Ticaret
ve Mümessillik A.Ş. and Doğan family individuals (collectively, the "Sellers")) an aggregate of TRY 5
million (nominal) in cash. Also at closing, the Group agreed to pay DoHol TRY 15 million (nominal) (the
"Conditional Amount") in cash upon Doruk Finansman’s collection of certain receivables identified in its
financial statements as of the closing day. The Conditional Amount will be paid to DoHol depending on
the collection of receivables starting three months after the closing within a maximum of 10 years period.
As at 31 December 2022, the not paid part of above mentioned conditional amount is recognised under
“due to related parties”.
The valuation studies of assets and liabilities acquired have been completed and the effects of the final
amounts have been reflected in the consolidated financial statements dated 31 December 2022.
As a result of the assessments made, contingent consideration amount, which is likely to be paid
regarding to the collection of certain receivables within 10 years, is included in the consideration amount
and has been considered in the goodwill calculation. The contingent consideration has been calculated
as TL12 million after discounting to its fair value at the estimated cost.
In accordance with TFRS 3, the differences that will arise in the contingent payment amount due to the
operational results in the following periods, will be accounted for under the consolidated statement of
income. The difference between total consideration amount and net assets acquired has been
accounted in accordance with TFRS 3, “Business Combinations”.
The details of the goodwill calculation, total consideration amount and the net assets acquired are as
follows:
Total consideration amount 17,062
- Cash consideration amount 5,000
- Contingent consideration amount 12,062
Net assets acquired (16,933)
Goodwill 129 |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(32)
NOTE 3 - BUSINESS COMBINATIONS (Continued)
The details of cash outflow due to acquisition are as follows:
Total cash paid 5,000
Cash and cash equivalent - acquired (1,561)
Cash outflow due to acquisition 3,439
The fair values of identifiable assets and liabilities in accordance with TFRS 3 arising from the acquisition
are as follows:
28 February 2022
Current assets
Cash and cash equivalents 1,561
Loan receivables 15,306
Other current assets 1,148
Total current assets 18,015
Non-current assets
Property and equipment 54
Intangible assets 411
Right of use assets 466
Total non-current assets 931
Total assets 18,946
Current liabilities
Trade payables 524
Provisions 460
Employee benefit obligations 161
Lease liabilities 482
Other current liabilities 99
Total current liabilities 1,726
Non-current liabilities
Employee benefit obligations 287
Total non-current liabilities 287
Total liabilities 2,013
Fair value of total net assets 16,933
If Doruk Finansman A.Ş. had been included in the consolidation as of 1 January 2022, additional revenue
amounting to TRY677 thousand would have been realized in the consolidated profit or loss statement
for the accounting period of 1 January - 31 December 2022. These amounts have been calculated by
considering the consolidated financial statements prepared in accordance with TFRS. |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(33)
NOTE 4 - CASH AND CASH EQUIVALENTS
The analysis of cash and cash equivalents at 31 December 2022 and 2021 are as follows:
31 December 2022 31 December 2021
Banks
- USD denominated time deposits 2,799,631 3,749,139
- TRY denominated time deposits 2,208,239 14,212
- TRY denominated demand deposits 214,337 49,382
- USD denominated demand deposits 43,477 652
- Other foreign currency deposits 324 84
5,266,008 3,813,469
The weighted average interest rates of time deposits denominated in TRY and USD at 31 December 2022
are 20,64% per annum and 1,87% per annum, respectively (2021: 15% per annum for TRY, 1% per
annum for USD).
At 31 December 2022, cash and cash equivalents included interest accrual amounting to TRY6,207
thousand (2021: TRY 864 thousand); consequently, cash and cash equivalents as reported in the
consolidated statement of cash flows amounted to TRY 5,259,801 thousand (2021: TRY 3,812,605
thousand).
NOTE 5 - FINANCIAL INVESTMENTS
31 December 2022 31 December 2021
Financial assets measured at fair value through
profit or loss
Investment funds (*) 17,557 1,024,437
Financial assets carried at amortised cost
Time deposits (**) - 133,615
17,557 1,158,052
(*) Financial assets at fair value through profit or loss consist of Turkish Lira denominated investment
funds (2021: investment funds including government and private sector debt instruments).
(**) The interest rate of time deposit denominated in USD at 31 December 2021 is 1% per annum and
its maturity is five months (2021:5 month).
The movements of financial assets measured at fair value through profit or loss are as follows:
2022 2021
1 January 1,024,437 -
Purchase of financial investments 1,331,031 792,840
Change in fair value recognized in the statement of
comprehensive loss (30,403) (40,250)
Foreign exchange gains 365,244 271,847
Sales of financial investment (2,672,752) -
31 December 17,557 1,024,437 |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(34)
NOTE 5 - FINANCIAL INVESTMENTS (Continued)
The movements of financial assets carried at amortised cost are as follows:
2022 2021
1 January 133,615 -
Purchase of financial investments - 89,367
Interest accrual 208 325
Foreign exchange gains 13,820 43,923
Sales of financial investment (147,643) -
31 December - 133,615
NOTE 6 - BANK BORROWINGS
2022 2021
Short-term bank borrowings 13,049 193,184
Long-term bank borrowings 10,924 -
23,973 193,184
As of 31 December 2022, supplier and merchant financing loans make up TRY 818 thousand of the
short-term bank borrowings (2021: supplier and merchant financing loans make up TRY 92,167
thousand of the short-term bank borrowings).
All bank borrowings are denominated in Turkish Lira. As of 31 December 2022, the average annual
effective interest rate for bank borrowings is 21.3% and the average annual effective interest rate for
supplier and merchant financing loans is 22.71% (2021: is 23.25% for bank borrowings and 25.19% for
supplier and merchant financing loans).
The Group does not have any floating rate bank loans. Short-term bank loans have maturity dates of
less than 12 months (2021: less than 12 months).
As of 31 December 2022 and 2021, the repayment schedule of bank loans is as follows:
2022 2021
2023 13,049 193,184
2024 8,115 -
2025 2,809 -
23,973 193,184
Movement table of loans is disclosed in Note 28. |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(35)
NOTE 7 - TRADE RECEIVABLES AND PAYABLES
Trade receivables
31 December 2022 31 December 2021
Due from third parties 664,221 224,691
Due from related parties (Note 26) 1,718 2,184
665,939 226,875
Due from non-related parties – short term
The receivables of the Group mostly consist of receivables from retail suppliers and corporate
customers.
2022 2021
Trade receivables 277,841 40,566
Credit card receivables (*) 198,264 159,160
Buy now pay later (“BNPL”) receivables (**) 129,633 -
Receivables from suppliers (***) 84,101 34,137
Less: Provision for impairment of receivables (25,618) (9,172)
664,221 224,691
(*) Credit card receivables are due from banks and they are collectable in 46 days on average (2021:
in 44 days on average) whereas they are collected in 4 days on average (2021: in 21 days on
average) if the Company elects to pay a commission to the banks.
(**) It consists of BNPL receivables. These receivables have an average maturity of 110 days. The
Group recognized provision for impairment of BNPL receivables amounting to TRY 5,115
thousand as of 31 December 2022 (2021: None).
(***) The Group issues rebate invoices to its suppliers and if the Group’s rebate receivables from a
supplier exceeds the payables owed to that specific supplier at the reporting date, the net
receivable from that specific supplier is classified in trade receivables.
As of 31 December 2022, the Group does not have any overdue receivables except those receivables
that are provided for (2021: None).
The movements in provision for impairment of receivables for 31 December 2022 and 2021 are as
follows:
2022 2021
1 January 9,172 9,856
Additions during the year 16,446 3,293
Collections - (3,977)
31 December 25,618 9,172 |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(36)
NOTE 7 - TRADE RECEIVABLES AND PAYABLES (Continued)
Trade payables
31 December 2022 31 December 2021
Due to related parties (Note 26) 5,579 9,047
Due to third parties 5,886,538 4,062,149
5,892,117 4,071,196
Due to third parties
2022 2021
Payables to retail suppliers and service providers 3,512,844 2,978,353
Payables to merchants (*) 2,373,694 1,083,796
5,886,538 4,062,149
(*) Payables to merchants relate to amounts received by the Group for the products delivered by
merchants to the customers, net of commissions, service charges and delivery costs.
As of 31 December 2022, supplier and merchant financing payables, included in payables to retail
suppliers and service providers, amounts to TRY 190,075 thousand (2021: TRY 123,240 thousand).
The Group’s average maturity of its outstanding payables is 57 days for retail suppliers and 21 days for
merchandise suppliers (2021: 42 days for retail suppliers and 21 days for merchandise suppliers).
NOTE 8 – OTHER PAYABLES
Due to non-related parties
31 December 2022 31 December 2021
Taxes and funds payable 85,484 47,509
85,484 47,509 |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(37)
NOTE 9 - INVENTORIES
31 December 2022 31 December 2021
Trade goods 1,752,311 1,650,528
Less: Provision for impairment (27,981) (11,048)
1,724,330 1,639,480
Inventories include TRY 13,663 thousand of subsequently returned goods based on the Group’s return
policy (2021: TRY 7.779).
The movements in provision for impairment of trade goods were as follows:
2022 2021
1 January 11,048 15,828
Reversed (11,048) (15,828)
Charge for the year 27,981 11,048
31 December 27,981 11,048
NOTE 10 – PREPAID EXPENSES AND DEFERRED INCOME
Short-term prepaid expenses
31 December 2022 31 December 2021
Prepaid expenses 143,527 63,246
Advances given 6,655 2,918
150,182 66,164
Long-term prepaid expenses
31 December 2022 31 December 2021
Prepaid expenses 25,305 4,798
25,305 4,798
Short-term deferred income
31 December 2022 31 December 2021
Received upfront fee under Amerikan depository
shares program (*) 17,617 17,617
Deferred income from non-related parties 1,454 1,082
19,071 18,699 |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(38)
NOTE 10 – PREPAID EXPENSES AND DEFERRED INCOME (Continued)
Long-term deferred income
31 December 2022 31 December 2021
Received upfront fee under American depository
shares program (*) 77,076 97,054
Deferred income from non-related parties - 347
77,076 97,401
(*) American Depository Shares ("ADS") fees collected under the depository service agreement for
seven-year period, that was signed between the Group and depository bank and which is
recognized as other income on a pro-rata basis.
NOTE 11 - CONTRACT ASSETS AND LIABILITIES
Contract assets
31 December 2022 31 December 2021
Contract assets from merchandise and service sales 15,348 7,351
15,348 7,351
Contract assets represent earned but not invoiced commission income from merchandise sales and
delivery services revenue. All contract assets are short-term and their maturities are less than 1 month
(2021: less than 1 month).
Contract liabilities
31 December 2022 31 December 2021
Contract liabilities from merchandise and service sales 638,556 219,241
638,556 219,241
These amounts relate to undelivered orders and include contract liabilities, which will be released to
revenues, as well as advances received from customers for marketplace transactions amounting to TRY
380,139 thousand (2021: TRY 131,893 thousand), where the Group acts as an agent, which are credited
as a payable to the merchant when delivery is complete. Average delivery date varies between 1-4 days
and contract liabilities are reclassified to trade payables when control of the products is transferred. |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(39)
NOTE 12 - PROPERTY AND EQUIPMENT
The movements in property and equipment and related accumulated depreciation during the years ended
31 December 2022 and 2021 were as follows:
1 January
2022 Additions Disposals
Acquisition
of
subsidiary
31 December
2022
Cost:
Vehicles 2,126 33,721 - - 35,847
Furniture and fixtures 122,522 130,760 (1,271) 54 252,065
Leasehold improvements 35,388 12,316 - - 47,704
Total 160,036 176,797 (1,271) 54 335,616
Accumulated depreciation:
Vehicles (471) (3,880) - - (4,351)
Furniture and fixtures (52,073) (34,634) 1,090 - (85,617)
Leasehold improvements (16,952) (7,070) - - (24,022)
Total (69,496) (45,584) 1,090 - (113,990)
Net book value 90,540 221,626
From depreciation and amortization expenses, TRY 206,998 thousand (2021: TRY 96,349 thousand) is
included in general administrative expenses, TRY 76,728 thousand (2021: TL 44,576 thousand) is
included in marketing, selling and distribution expenses.
1 January 2021 Additions Disposals 31 December 2021
Cost:
Motor vehicles 1,136 1,021 (31) 2,126
Furniture and fixtures 79,774 44,167 (1,419) 122,522
Leasehold improvements 26,985 8,403 - 35,388
-
Total 107,895 53,591 (1,450) 160,036
Accumulated depreciation:
Motor vehicles (229) (273) 31 (471)
Furniture and fixtures (38,720) (14,392) 1,039 (52,073)
Leasehold improvements (12,644) (4,308) - (16,952)
Total (51,593) (18,973) 1,070 (69,496)
Net book value 56,302 90,540
There is no collateral, pledge or mortgage on tangible assets as of 31 December 2022
(2021: None). |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(40)
NOTE 13 - INTANGIBLE ASSETS
The movements in intangible assets and related accumulated amortization during the years ended 31
December 2022 and 2021 were as follows:
1 January
2022
Additions
(*) Disposals Transfer
Acquisition
of subsidiary
31 December
2022
Cost:
Acquired software
and rights 104,387 61,895 - 5,800 411 172,493
Website development
costs (*) 311,610 519,626 - - - 831,236
Other 2,095 7,684 (8) (5,800) - 3,971
Total 418,092 589,205 (8) - 411 1,007,700
Accumulated
amortization:
Acquired software
and rights (80,228) (14,890) 2 - - (95,116)
Website development
costs (135,066) (121,756) - - - (256,822)
Total (215,294) (136,646) 2 - - (351,938)
Net book value 202,798 - - 655,762
(*) Personnel bonus provision related to direct employee costs amounting to TRY 28,134 thousand
is capitalized as part of the website development costs as of 31 December 2022. (2021:
TRY13,753 thousand)
(**) Website development costs include projects under development amounting to TRY69,458 thousand
which are not amortised yet as of 31 December 2022.
(***) Other mainly includes construction in progress which are transferred to acquired software and rights
upon completion of projects.
1 January 31 December
2021 Additions (*) Disposals Transfer 2021
Cost:
Acquired software and rights 89,761 14,563 (833) 896 104,387
Website development costs (**) 152,777 158,833 - - 311,610
Other 1,446 1,556 (11) (896) 2,095
Total 243,984 174,952 (844) - 418,092
Accumulated amortization:
Acquired software and rights (68,118) (12,770) 660 - (80,228)
Website development costs (86,479) (48,587) - - (135,066)
Total (154,597) (61,357) 660 - (215,294)
Net book value 89,387 202,798
As of December 31, 2022, there are no collaterals, mortgages and pledges on intangible assets (2021:
None). |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(41)
NOTE 14 - LEASES
Right of use assets
1 January Acquisition of 31 December
2022 Additions Disposals subsidiary 2022
Cost:
Buildings 179,283 94,084 - 466 273,833
Furniture and fixtures 129,040 27,383 - - 156,423
Software and rights 36,226 - - - 36,226
Other 56,278 34,900 - - 91,178
Total 400,827 156,367 - 466 557,660
Accumulated
amortization:
Buildings (106,341) (41,636) - - (147,977)
Furniture and fixtures (41,667) (28,401) - - (70,068)
Software and rights (20,128) (7,058) - - (27,186)
Other (26,936) (24,402) - - (51,338)
Total (195,072) (101,497) - - (296,569)
Net book value 205,755 261,091
1 January 31 December
2021 Additions Disposals Remeasurement 2021
Cost:
Buildings 130,504 33,996 - 14,783 179,283
Furniture and fixtures 69,876 59,164 - - 129,040
Software and rights 24,149 12,077 - - 36,226
Other 35,931 20,347 - - 56,278
Total 260,460 125,584 - 14,783 400,827
Accumulated
amortization:
Buildings (84,937) (21,404) - - (106,341)
Furniture and fixtures (21,945) (19,722) - - (41,667)
Software and rights (12,774) (7,354) - - (20,128)
Other (14,821) (12,115) - - (26,936)
Total (134,477) (60,595) - - (195,072)
Net book value 125,983 205,755
There is not any restriction on lease contracts as of 31 December 2022 (2021: None). |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(42)
NOT 14 – LEASES (Continued)
Lease liabilities
2022 2021
Short-term lease liabilities 157,414 109,310
Long-term lease liabilities 104,953 101,940
262,367 211,250
Lease liabilities are discounted using the Group's incremental borrowing rates and implicit rate in the
lease (where applicable). As of 31 December 2022, the weighted average annual incremental borrowing
rates of the Group for TRY is 18% (2021: TRY 21%). The maturity analysis and exchange rate risk of
borrowings from lease transactions are explained in Note 27, and the movements of lease liabilities are
explained in Note 28.
The Group has adopted the practical expedient included in TFRS 16 for short-term lease agreements
with a lease term of 12 months or less and lease agreements determined by the Group as having a low
value. The Group accounts for the lease payments in other operating expenses in the period in which
they are incurred. Such expenses are not material to the Group’s consolidated financial statements.
NOTE 15 - PROVISIONS, COMMITMENTS, CONTINGENT ASSET AND LIABILITIES
Short term provisions
2022 2021
Provision for settlement of legal proceedings (*) 260,375 -
Provision for Competition Authority investigation (**) 95,643 127,525
Provision for Turkish Capital Markets Board fee(Note 31) (***) 23,745 -
Provision for legal disputes (****) 15,262 4,897
395,025 132,422
(*) On 28 September 2021, a shareholder filed a putative class action complaint against the
Company, members of the Company’s management and Board, and various other defendants in
the Supreme Court of the State of New York. The case is pending in the Supreme Court of the
State of New York in the United States. The plaintiff asserts cause of action against the Company
and the other defendants for alleged violations of the Securities Act of 1933, as amended, based
on allegedly misleading statements in the Registration Statement and Prospectus the Company
filed with the U.S. Securities and Exchange Commission in connection with its initial public offering
in the U.S..
On 21 October 2021, alleged holder of Company’s American Depositary Shares’ filed a putative
class action complaint against the Company, members of the Company’s management and
Board, and various other defendants in the United States District Court for the Southern District
of New York. The case is pending in the United States District Court for the Southern District of
New York. The plaintiff asserts cause of action against the Company and the other defendants for
alleged violations of the Securities Act of 1933, as amended, based on allegedly misleading
statements in the Registration Statement and Prospectus the Company filed with the U.S.
Securities and Exchange Commission in connection with its initial public offering in the U.S.. |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(43)
NOTE 15 - PROVISIONS, COMMITMENTS, CONTINGENT ASSET AND LIABILITIES (Continued)
As at 31 December 2021, the cases were at a very early stage. At that time, the Company and
it’s legal advisors concluded that, due to the uncertainty as to the final outcome of the litigation,
no provision should be recognized in the consolidated financial statements as at 31 December
2021.
After negotiations, the parties agreed to a settlement with no admission of liability on 2 December
2022, pursuant to which the Group agreed to pay TRY260,375 thousand (USD13,900 thousand)
to resolve both actions in their entirety and provision is recognized in the consolidated financial
statements.
On 20 April 2023, the United States District Court for the Southern District Court of New York
issued an order granting the plaintiffs’ motion for preliminary approval for the Settlement, subject
to further consideration at a settlement fairness hearing scheduled for 1 August 2023. The
settlement remains subject to final approval and/or entry of judgment by the respective courts.
There can be no assurance that the settlement will be approved by either court.
(**) In April 2021, the Turkish Competition Authority (the “TCA”) initiated an investigation against 32
companies regarding anti-competitive agreements in the labor markets (including companies
operating in the e-commerce, retail, broadcasting and fast-food industries, but excluding the
Group). On 18 August 2021, the Group received a notification from the TCA stating that the
Competition Board, the executive body of the TCA, had decided to initiate an investigation on 5
August 2021 against 11 companies including Hepsiburada the subject of which is same with the
existing April 2021 investigation and merged these two investigations. The Group received TCA’s
report on the investigation on April 18th, 2022. In the investigation report the rapporteurs are of
the opinion that the Group is in violation of the Competition Law which prohibits anti-competitive
agreements in the labor markets and administrative fine will be imposed. It is important to state
that this report shows the opinion of the rapporteurs, and the Competition Board will make the
final decision. The Group expects that the final decision will be rendered within the next 6 months.
If the Competition Board considers that there is a violation in line with the report of the rapporteurs,
according to the “Regulation on Fines to Apply in Cases of Agreements, Concerted Practices and
Decisions Limiting Competition, and Abuse of Dominant Position” (Penal Regulation), a ratio
between 2% and 4% of the D-Market’s standalone annual net revenue as per statutory financial
statements prepared in accordance with tax legislation, of the previous year (2021) shall be taken
as a basis for penalty. Since the management and legal advisors concluded that the cash outflow
is probable, the Group recognized a provision amounting to TRY127,525 thousand in its
consolidated financial statements, as its best estimate in 2021. The amount was calculated by
applying 2% to the D-Market’s standalone annual net revenue as per statutory financial
statements prepared in accordance with the tax legislations for the year ended 31 December
2021 and reduced by 25% for early payment discount on the amount calculated, if the
administration fine will be paid within 30 days, an option which the management will exercise. In
2022, on the basis of legal opinion which considered similar cases, the provision expense was
recalculated as TRY95,643 thousand, representing 1.5% of annual net revenues as reported in
statutory financial statements in accordance with the tax legislations for 2021 and reduced by
25% for early payment discount on the amount calculated. The TCA board, at its own discretion,
may also apply a discount between 25% and 60% of the total penalty if they decide to apply
extenuating circumstances. In calculating the provision, the Group estimated that a 25% discount
would be applied on total penalty, which resulted in the reduction in the calculation from 2% of
revenues to 1.5% and then also reduced by 25% for early payment discount on the amount
calculated. |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(44)
NOTE 15 - PROVISIONS, COMMITMENTS, CONTINGENT ASSET AND LIABILITIES (Continued)
In addition, with respect to the on-site inspection conducted by the Competition Board in June
2021 in connection with the abovementioned investigation, an administrative fine in the amount
of TRY34,866 thousand was imposed based on the conclusion that the on-site inspection was
hindered. Subsequently, TRY26,150 thousand was paid by the Group on 11 November 2022
(reflecting a 25% discount due to an early payment), without prejudice to the Group’s right to file
a lawsuit against the fine. The Company requested reconsideration of the decision from the
Competition Board on 9 December 2022, but the Competition Board’s decision was not reversed.
Thereafter, an administrative case was filed with the Ankara Administrative Courts for the reversal
of the Competition Board’s decision on 30 December 2022, which is pending.
(***) The Group have initiated litigation for annulment of the Turkish Capital Markets Board (the “TCM
Board”) decision regarding a fee imposed by the TCM Board on the Company. Following the IPO
of the Company on the Nasdaq Stock Exchange, the TCM Board imposed a “Board registration
fee” amounting to over TRY23,745 thousand, including interest accruing on this fee, attorney’s
fees and the costs of the proceedings. The TCM Board fee was calculated based upon the shares
sold in our IPO, including the shares sold by TurkCommerce B.V.. The Company applied to the
TCM Board with an objection letter on 30 July 2021. A year later, on 31 May 2022, the Company
received a reply letter from the TCM Board confirming their initial decision. The Company has
initiated proceedings for annulment of the decision. The Company filed the case on 15 June 2022.
The court dismissed the Company’s request for suspension of execution of the decision of the
TCM Board, and the Court of First Instance dismissed the case, which was notified to the Group
on 23 March 2023. The Company appealed the decision on 17 April 2023. On 15 May 2023
Regional Administrative Court rejected to Company’s request for suspension of execution. Based
on events occurring during 2022, management and legal advisors concluded that the cash outflow
is probable, and therefore the Group recognized a provision amounting to TRY23,745 thousand
in its consolidated financial statements, as its best estimate.
(****) Legal disputes mainly comprise labour lawsuits claimed against the Group and investigations
conducted by the Personal Data Protection Authority.
The movements in provisions for the years ended 31 December 2022 and 2021 are as follows:
1 January Current Paid during 31 December
2022 year charge the year 2022
Provision for settlement of legal
proceedings (*) - 260,375 - 260,375
Competition Authority investigation 127,525 (5,732) (26,150) 95,643
Provision for Turkish Capital
Markets Board fee (***) - 23,745 - 23,745
Legal disputes 4,897 11,437 (1,072) 15,262
132,422 289,825 (27,222) 395,025
1 January Current Paid during 31 December
2021 year charge the year 2021
Competition Authority investigation - 127,525 - 127,525
Legal disputes 3,734 1,721 (558) 4,897
3,734 129,246 (558) 132,422 |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(45)
NOTE 15 - PROVISIONS, COMMITMENTS, CONTINGENT ASSET AND LIABILITIES (Continued)
Contingent asset
Turk Commerce B.V., which currently owns the Group's Class B Common Shares, is expected to
contribute TL 74,460 thousand (US$ 3,975 thousand) to the settlement amount of the class action
complaints. The Company and Turk Commerce B.V. signed a binding protocol on 5 December 2022.
However, since the contract has not been signed between the parties yet, the management has not
recognized a contingent asset in the consolidated financial statements since the inflow of economic
benefits is not certain as of the balance sheet date.
The Group initiated a set of lawsuits against the tax authority in the year 2021 and 2022 for the collection
of previously paid withholding tax amounts in connection with the advertising services received from
digital advertising platforms. The lawsuits are driven by the uncertainties and complexities of the
application of double tax treaty rules. The primary court has ruled in favour of the Group in 2022 for ten
litigations amounting to TRY8,5 million out of a total claim amount of approximately TRY19,4 million
TRY8,5 million has been collected and recognised as other operating income (Note 22). This decision
can be appealed by the tax authority, as one of the ten favourable decisions was appealed by the tax
authority in 2022. The remaining cases are still in judicial process. Due to the uncertainty for the final
outcome, the Group management has not recognized any income accrual in respect to these claims.
Letters of guarantee given
The letters of guarantee provided to public institutions and suppliers are amounting to TRY 1,339,773
thousand at 31 December 2022 (2021: TRY 933,444 thousand).
Commitments
As at 31 December 2022, outstanding purchase commitments with respect to the acquisition of capital
expenditures and purchase of technology and other services amounted to TRY 323,051 thousand (2021:
TRY 105,954 thousand).
NOTE 16 – EMPLOYEE BENEFITS
Employee Benefit Related Liabilities
31 December 2022 31 December 2021
Payables to personnel 107,337 36,755
Social security premiums payable 32,602 11,945
139,939 48,700
Short term provisions for employment benefits
31 December 2022 31 December 2021
Provision for personnel bonus (*) 119,982 53,029
Provision for unused vacation 36,087 17,700
156,069 70,729
(*) Personnel bonus provision related to direct employee costs amounting to TRY 28,134 thousand
is capitalized as part of the website development costs as of 31 December 2022 (2021: TRY
13.753 thousand) (Note 13). |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(46)
NOTE 16 – EMPLOYEE BENEFITS (Continued)
The movements in provisions for personnel bonus and unused vacation for the years ended
31 December 2022 and 2021 are as follows:
1 January Current Acquisition Paid during 31 December
2022 year charge of subsidiary the year 2022
Personnel bonus 53,029 119,982 - (53,029) 119,982
Unused vacation 17,700 20,659 161 (2,433) 36,087
70,729 140,641 161 (55,462) 156,069
1 January Current Paid during 31 December
2021 year charge the year 2021
Personnel bonus 13,464 53,029 (13,464) 53,029
Unused vacation 9,344 10,862 (2,506) 17,700
22,808 63,891 (15,970) 70,729
Long term provision for employee benefits
2022 2021
Provision for post-employment benefits 16,457 5,297
16,457 5,297
Post-employment benefits
Under the Turkish Labour Law, the Company is required to pay termination benefits to each employee
who has completed one year of service and whose employment is terminated without due cause, or who
is called up for military service, dies or retires after completing 25 years of service (20 years for women)
and achieves the retirement age (58 for women and 60 for men). The maximum amount payable
equivalent to one month’s salary for each year of service limited to a maximum of TRY 15,371.40 for
each year of service at 31 December 2022 (2021: TRY 8,284.51).
Post-employment benefit liability is not funded and there is no legal funding requirement. TAS 19
“Employee Benefits” requires actuarial valuation methods to be developed to estimate the Group’s
obligation under the defined benefit plans. Actuarial gain/(loss) is accounted under the “Actuarial
gain/(loss) on the equity”. The following actuarial assumptions are used in the calculation of the total
liability:
2022 2021
Discount rate (%) 0.50 3.93
Probability of retirement (%) 75.35 77.21 |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(47)
NOTE 16 – EMPLOYEE BENEFITS (Continued)
The principal assumption is that the maximum liability for each year of service will increase in line with
inflation. Thus, the discount rate applied represents the expected real rate after adjusting for the anticipated
effects of future inflation. The retirement pay provision ceiling TRY19,982.83 (exact) which is effective from
1 January 2023, is taken into consideration in the calculation of provision for employment termination
benefits (31 December 2021: TRY10,848.59 , effective from 1 January 2022).
The movements in the provision for the post-employment benefit for the years ended 31 December 2022
and 2021 are as follows:
2022 2021
At 1 January 5,297 3,299
Charge for the year 2,216 1,306
Interest cost 1,198 407
Actuarial losses 11,604 3,290
Subsidiary acquisition 287 -
Payments during the year (4,145) (3,005)
At 31 December 16,457 5,297
Share-based payments
On 25 March 2021 the Group approved a new share-based payment plan to some of its key management
personnel which modified the previously created share-based payment plans. Additionally, on 31 July
2021, the Group decided to grant to some of its other executives, a share-based plan with similar terms
offered to its executives. The share-based payment plans consist of a cash settlement clause (20% of the
total share-based payment award) in the event that an initial public offering (‘’IPO’’) takes place until 2021
year-end and at least 20% of the Company’s shares are sold in the IPO (non-market performance
condition). Both the cash and equity settlement (which depend on the valuation of the shares during the
IPO) take place only in case the valuation of the Company’s shares in the IPO achieves a certain threshold
(market performance condition). The same plan has an equity settlement clause where the executives will
be entitled to receive Company’s shares based on the value of the shares in the IPO (20% of the share-based payment award for each year starting from 18 months after the IPO for the next 3 years). Shares
are delivered to executives in the condition that they continue working for the Company in the respective
payment dates (service condition). Remaining 20% of the share-based payment plan will be delivered on
the above same dates to executives in terms of Company’s shares based on Company’s meeting at least
90% of its business plans as of respective years (non-market performance condition) and depending on
their performance in the relevant period as determined by the Board of Directors.
With the closing of the IPO in July 2021 and because certain thresholds for the valuation of the Company’s
shares in the IPO were achieved, the necessary conditions were met for the cash settlement clause and
the Company paid the cash settled part of the plan in 2022 amounting to TRY 121.2 million and recognised
in payroll and outsource staff expenses.
The equity settled payments are triggered upon meeting certain “vesting” and “performance target”
conditions which are evaluated separately. Service-based awards will vest in three tranches until 31
January 2025. The cost of equity settled plans granted on grant date is allocated over the expected vesting
period against equity on a pro rata basis. The cost of equity-settled transactions is determined by the fair
value at the date when the grant is made using an appropriate valuation model. Fair value calculation prior
to the realization of IPO was performed using a combination of income approach and market approach.
For equity-settled plans granted after the realization of IPO, fair value of shares traded in NASDAQ at grant
date was used. |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(48)
NOTE 16 – EMPLOYEE BENEFITS (Continued)
Performance targets for the year ended 2022 have been set on Board of Directors meeting dated 24
May 2022 and performance stock units were granted. Share based payment provision has been
recognized for performance target-based awards over the expected vesting period against equity on a
pro rata basis using the fair value of shares traded in NASDAQ at grant date.
The following table summarizes the Group’s granted share units:
Number of units
Weighted average
grant date fair value
Outstanding as of 31 December 2021 1,680,121 114.66
Units granted 1,949,947 16,86
Units vested (1,863,833) 69,74
Outstanding as of 31 December 2022 1,766,235 85,40
Number of units
Weighted average
grant date fair value
31 December 2020 - -
Units granted 2,741,112 114,66
Units vested (743,681) 114,66
Forfeited (not yet vested) (*) (317,310) 114,66
31 December 2021 1,680,121 114,66
(*) Forfeited but not yet vested units consist of granted units on 25 March 2021 and forfeited before
vesting period.
During 2022, the fair value of granted share units that vested is TRY129,975 thousand included in “other
capital reserves” in the statement of changes in equity and in payroll and outsource staff expenses in
the statement of comprehensive loss. Scheduled vesting of outstanding restricted stock units as of 31
December 2022 is as follows:
2023 1,194,159
2024 536,525
2025 35,551
Total 1,766,235 |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(49)
NOTE 17 - OTHER ASSETS AND LIABILITIES
Other current assets
31 December 2022 31 December 2021
Value added tax (“VAT”) receivables 337,530 124,004
Other 2,953 4,917
340,483 128,921
Other non-current assets
31 December 2022 31 December 2021
VAT receivables (*) 36,940 292,147
Other 454 313
37,394 292,460
(*) VAT receivables that are expected to be offset against VAT payables in more than one year have
been classified as other non-current assets..
Other current liabilities
31 December 2022 31 December 2021
Expense accruals 60,069 27,118
Refund liabilities 15,126 8,505
Other (*) 47,401 13,012
122,596 48,635
(*) Other liabilities mainly consist of withholding tax refunds which will be paid to our digital
advertising suppliers.
NOT 18 – EQUITY
Share capital
As of 31 December 2022, the Group’s authorised and paid-in share capital consists of 325,998,290
(2021: 325,998,290) shares with TRY0.2 (2021: TRY0.2 ) nominal value each. As of 31 December 2021,
40,000,000 of the shares consist of A group shares (owned by Hanzade Vasfiye Doğan Boyner) and
the remaining 285,998,290 shares are B group shares (owned by other shareholders).
In Ordinary and Extraordinary General Assembly meetings, each Class A share grants 15 (fifteen) votes
to the shareholders who own these shares and each of Class B share grants one vote to the
shareholders, provided that provisions of the Turkish Commercial Code are reserved. |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(50)
NOT 18 – EQUITY (Continued)
Share capital as of 31 December 2022 and 2021 is as follows:
2022 Share (%) 2021 Share (%)
Turk Commerce B.V. 9,500 15% 9,500 15%
Hanzade Vasfiye Doğan Boyner 13,973 21% 13,973 21%
Vuslat Doğan Sabancı 9,708 15% 9,708 15%
Yaşar Begümhan Doğan Faralyalı 9,708 15% 9,708 15%
Arzuhan Doğan Yalçındağ 8,854 14% 8,854 14%
Işıl Doğan 407 <1 407 <1
Public shares 13,050 20% 13,050 20%
65,200 100 65,200 100
Share premium
2022 2021
Share premium 4,260,737 4,260,737
4,260,737 4,260,737
Increase in share capital and share premium
At the extraordinary General Assembly meeting (“GAM”) dated 25 May 2021, it was decided that the
Company adopts the registered capital system as per the provisions of the Turkish Commercial Code
numbered 6102 and nominal value of each share has been determined as TRY 0.20. Upon this GAM,
the issued share capital of the Company was divided into 284,328,290 registered shares each with a
nominal value of TRY 0.20.
On Board of Directors meeting dated 5 July 2021, the shareholders have decided to increase the share
capital of the Company by amounting to TRY 8,334 thousand reaching to TRY 65,200 thousand through
injection of additional capital. In addition to the capital increase, it has been decided to undertake a
share premium of TRY 4,107,870 thousand and to issue 41,670,000 class B shares with premium.
Shareholders have assigned new issued class B ordinary shares to underwriters amounting to
TRY8,334 thousand for 41,670,000 shares with TRY0.2 nominal value each for IPO of American
Depositary Shares.
On 6 July 2021, the Group received TRY4,116,204 thousand proceeds from the IPO in Nasdaq and
TRY8,334 thousand was accounted as a capital increase since the IPO completed through capital
increase and TRY4,073,272 thousand was accounted as a share premium, after deducting transaction
costs. The Group incurred TRY54,178 thousand of transaction costs directly related to the offering and
TRY34,598 thousand of transaction costs netted off from share premium. |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(51)
NOT 18 – EQUITY (Continued)
Restricted reserves
2022 2021
Restricted reserves 1,586 1,586
1,586 1,586
The restricted (“legal”) reserves consist of first and second reserves, appropriated in accordance with
the Turkish Commercial Code (“TCC”). The TCC stipulates that the first legal reserve is appropriated
out of statutory profits at the rate of 5% per annum, until the total reserve reaches 20% of the Group’s
paid-in share capital. The second legal reserve is appropriated at the rate of 10% per annum of all cash
distributions in excess of 5% of the paid-in share capital. Under the TCC, the legal reserves can only be
used to offset losses and are not available for any other usage unless they exceed 50% of paid-in share
capital.
NOTE 19 – REVENUE AND COST OF SALES
Revenue
1 January - 1 January -
31 December 2022 31 December 2021
Sales of goods 10,974,778 6,134,367
Marketplace revenues (*) 1,495,318 601,322
Delivery service revenues 1,306,660 740,179
Other (**) 265,453 82,153
14,042,209 7,558,021
(*) Marketplace revenues mainly consists of marketplace commission, transaction fees and other
contractual charges to the merchants.
(**) Other revenue mainly includes advertising revenues, fulfilment revenues and other commissions.
The Group derives revenue from the sales of goods, marketplace revenues and other revenues at a
point in time. Delivery service revenues are recognized over time. All contracts are for periods of the
expected original duration of one year or less.
The Group’s revenues are generated in Turkey and the Board of Directors evaluates the operational
results as a whole as one cash generating unit, therefore no disaggregated geographical information is
presented.
Cost of sales
1 January - 1 January -
31 December 2022 31 December 2021
Cost of merchandise sales (9,779,890) (5,709,482)
Shipping and packaging expenses (1,499,365) (952,565)
(11,279,255) (6,662,047) |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(52)
NOTE 20 – MARKETING, SELLING AND DISTRIBUTION EXPENSES AND GENERAL
ADMINISTRATIVE EXPENSES
Marketing, selling and distribution expenses
1 January - 1 January -
31 December 2022 31 December 2021
Advertising expenses (1,515,659) (1,498,240)
Personnel expenses (632,690) (380,300)
Depreciation and amortization (76,728) (44,576)
Consultancy expenses (2,105) (1,633)
Technology expenses (585) (280)
Other (127,155) (38,256)
(2,354,922) (1,963,285)
General administrative expenses
1 January - 1 January -
31 December 2022 31 December 2021
Personnel expenses (813,587) (425,763)
Depreciation and amortization (206,998) (96,349)
Technology expenses (147,340) (60,770)
Consultancy expenses (120,568) (58,305)
Other (108,022) (44,623)
(1,396,515) (685,810)
NOTE 21 – EXPENSES BY NATURE
1 January - 1 January -
31 December 2022 31 December 2021
Cost of merchandise sales (9,779,890) (5,709,482)
Advertising expenses (1,515,659) (1,498,240)
Shipping and packaging expenses (1,499,365) (952,565)
Personnel expenses (1,446,277) (806,063)
Depreciation and amortization (Note 12, 13, 14) (283,727) (140,925)
Technology expenses (147,925) (61,050)
Consultancy expenses (122,673) (59,938)
Other (235,177) (82,879)
(15,030,693) (9,311,142) |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(53)
NOTE 22 - OTHER INCOME AND EXPENSES FROM OPERATING ACTIVITIES
Other income from operating activities
1 January - 1 January -
31 December 2022 31 December 2021
Interest income on credit sales 111,650 33,381
Depository income 17.617 8,747
Rediscount interest income 13,687 11,646
Service income 8,548 2,447
Withholding tax return income (*) 8,500 49,945
Foreign currency exchange gains 7,152 -
Bank promotion income 4,015 2,702
Grant income 1,558 2,300
Other 19,080 13,253
191,807 124,421
(*) As explained in note 15, withholding tax return income consists of collections of previously paid
withholding tax amounts in connection with the advertising services received from digital
advertising platforms.
Other expense from operating activities
1 January - 1 January -
31 December 2022 31 December 2021
Foreign currency exchange losses (381,692) (341,453)
Legal provisions (295,556) -
Interest expenses on purchases (198,274) (83,710)
Credit card processing (32,571) (23,718)
Provision for doubtful receivables (16,445) (3,293)
Credit card chargebacks (3,219) (4,546)
Provision for Competition Authority investigation - (127,525)
Other (19,692) (10,069)
(947,449) (594,314)
NOTE 23 – INCOME AND EXPENSES FROM INVESTMENT ACTIVITIES
1 January- 1 January-Income from investment activities 31 December 2022 31 December 2021
Foreign currency exchange gains 379,063 315,770
Fair value gains (Note 5) 46,051 -
Interest income 208 325
425,322 316,095
1 January- 1 January-Expenses from investment activities 31 December 2022 31 December 2021
Fair value losses (Note 5) (76,454) (40,250)
(76,454) (40,250) |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(54)
NOTE 24 - FINANCIAL INCOME AND EXPENSES
1 January- 1 January-Financial income 31 December 2022 31 December 2021
Foreign currency exchange gains 790,216 1,756,144
Interest income 202,069 42,203
992,285 1,798,347
1 January- 1 January-Financial expenses 31 December 2022 31 December 2021
Commission expenses due to
early collection of credit card receivables (701,146) (461,270)
Interest expenses (116,677) (87,584)
Foreign currency exchange losses (2,640) (1,997)
Other (1,157) (405)
(821,620) (551,256)
NOTE 25 - TAXATION ON INCOME (INCULDING DEFERRED TAX ASSET AND LIABILITIES)
The reconciliation of the taxation on income are as follows:
1 January- 1 January-31 December 2022 31 December 2021
Loss before income taxes (1,224,592) (700,078)
Calculated tax 244,918 175,020
Effect of disallowable expenses (16,190) (37,552)
Deferred income tax assets not recognized (228,728) (137,468)
Income tax expense - -
Current income tax assets
31 December 2022 31 December 2021
Prepaid taxes and funds 16,225 4,702
16,225 4,702
Current income tax
Turkish tax legislation does not permit a parent company and its subsidiaries to file a consolidated tax
return. Therefore, provisions for taxes, as reflected in these consolidated financial statements, have
been calculated on a separate-entity basis. |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(55)
NOTE 25 - TAXATION ON INCOME (INCULDING DEFERRED TAX ASSET AND LIABILITIES)
(Continued)
The Company and its subsidiaries located in Turkey are subject to taxation in accordance with the tax
regulations and the legislation effective in Turkey where the Group companies operate. Corporate tax
returns are required to be filed by the twenty-fifth day of the fourth month following the balance sheet
date and taxes must be paid in one instalment by the end of the fourth month. In Turkey, corporate tax
rate is 23% as of 31 December 2022. However, the corporate tax rate will be applied as 25% for the
corporate income for the 2021 taxation period and 23% for the corporate income for the 2022 taxation
period in accordance with the article 11 of the Law No. 7316 on the Procedure for Collection of Public
Claims and the Law Amending Some Other Laws and included to the temporary article 13 of Law No.
5520 Corporate Tax Law which are published in the Official Gazette numbered 31462 on 22 April 2021.
As of the twelve months period ended 31 December 2022, corporate tax provisions have been
calculated and accrued at 23%.
Corporation tax rate is applicable on the total income of the companies after adjusting for certain
disallowable expenses, income tax exemptions (participation exemption etc.) and income tax deductions
(for example research and development expenses deduction). No further tax is payable unless the profit
is distributed.
With the “Law Amending the Tax Procedure Law and the Corporate Tax Law”, which was accepted on
the agenda of the Turkish Grand National Assembly on January 20, 2022, the application of inflation
accounting was postponed starting from the balance sheet dated on December 31, 2023.
Dividends paid to non-resident corporations, which have a place of business in Turkey, or resident
corporations are not subject to withholding tax. Otherwise, dividends paid are subject to withholding tax
at the rate of 15%. An increase in capital via issuing bonus shares is not considered as a profit
distribution and thus does not incur withholding tax.
Corporations are required to pay advance corporation tax quarterly at the rate of 23% on their corporate
income. Advance tax is payable by the 17th of the second month following each calendar quarter end.
Advance tax paid by corporations is credited against the annual corporation tax liability. The balance of
the advance tax paid may be refunded or used to set off against other liabilities to the government.
In Turkey, there is no procedure for a final and definitive agreement on tax assessments. Companies
file their tax returns within the 25th of the fourth month following the close of the financial year to which
they relate.
Tax returns are open for 5 years from the beginning of the year that follows the date of filing during
which time the tax authorities have the right to audit tax returns, and the related accounting records on
which they are based, and may issue re-assessments based on their findings.
Under the Turkish taxation system, tax losses can be carried forward to offset against future taxable
income for up to 5 years. Tax losses cannot be carried back to offset profits from previous periods.
Deferred income taxes
The Group recognizes deferred income tax assets and liabilities based upon temporary differences arising
between their financial statements as reported under TFRS and their tax records. These differences
usually result in the recognition of income and expenses in different reporting periods for TFRS and tax
purposes. |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(56)
NOTE 25 - TAXATION ON INCOME (INCULDING DEFERRED TAX ASSET AND LIABILITIES)
(Continued)
Deferred tax assets resulting from deductible temporary differences, tax losses and tax incentives are
recognized to the extent that it is probable that future taxable profit or taxable temporary differences will
be available against which the deductible temporary difference can be utilized. As of 31 December 2022
and 2021, the Group has not accounted for the remaining deferred tax assets due to uncertainties as to
the generation of future taxable profits for the realization of such deferred tax assets in the foreseeable
future, as described below:
Total temporary
differences
Deferred income tax
assets/(liabilities)
2022 2021 2022 2021
Deferred income tax assets:
Carry forward tax losses 1,499,943 1,129,197 299,989 259,715
Tax incentives 911,095 241,206 182,219 55,477
Right of use assets and related lease liabilities 36,187 28,816 7,237 6,628
Provision for impairment of trade goods 27,981 10,151 5,596 2,335
Accrued expenses, contract liabilities and merchant advances 691,223 3,195 138,245 717
Property and equipment and intangible assets 143,735 55,357 28,747 11,071
Other 66,409 13,553 13,282 3,154
Total 3,376,573 1,481,475 675,315 339,097
Deferred income tax liabilities:
Prepaid expenses (7,886) (3,404) (1,577) (783)
Trade payables and payables to merchants 3,312 (11,461) 662 (2,636)
Total (4,574) (14,865) (915) (3,419)
Non recoverable deferred tax assets 1,466,610 335,678
Deferred income tax assets, net - -
The expiration dates of tax losses which the Group has not recognised any deferred income tax asset
are as follows:
2022 2021
2022 - 53,838
2023 65,639 65,639
2024 48,495 48,458
2025 414,762 413,723
2026 549,877 547,539
2027 421,170 -
Total 1,499,943 1,129,197
Within the scope of “Law regarding the Restructuring of Certain Receivables” (“Tax Amnesty Law”)
numbered 7326 that has been launched in Turkey in June 2021, D-Market voluntarily increased its
corporate income tax (“CIT”) base for the years ended 2018 and 2019, D-Ödeme and D-Fast for the
years ended 2018, 2019 and 2020 and half of previous years’ losses related to the fiscal years in which
tax bases have been increased cannot be benefitted in the following years. The Group paid
TRY 146 thousand to increase its CIT base voluntarily and the Group will not be subjected to any tax
investigation related to the CIT taxes for related years within the scope of tax amnesty. In addition, the
ongoing tax audit is closed in terms of corporate income tax by increasing the CIT base. |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(57)
NOTE 26 - BALANCES AND TRANSACTIONS WITH SHAREHOLDERS AND OTHER RELATED
PARTIES
Remuneration of key management personnel
The remuneration of key management personnel (directors and members of executive management) for
the years ended 31 December 2022 and 2021 are as follows;
2022 2021
Salaries and other short-term employee benefits 430,234 310,105
In 2022, short-term benefits provided to key management includes equity-settled share-based payments
amounting to TL 130.0 million (2021: includes cash-settled share-based payments amounting to TL 121.2
million and equity-settled share-based payments amounting to TL 85.3 million).
Balances with related parties at 31 December 2022 and 2021:
All related parties listed below are controlled by the Doğan Family members.
Due from related parties
31 December 2022 31 December 2021
Doğan Dış Ticaret ve Mümessillik A.Ş.
(“Doğan Dış Ticaret”) 1,351 1,822
D Elektronik Şans Oyunları ve Yayıncılık A.Ş. (Nesine) 136 178
Doğan Burda Dergi Yayıncılık ve Pazarlama A.Ş. 134 120
Other 97 64
1,718 2,184
Amounts due from other related parties mainly resulted from sale of trade goods.
Due to related parties
31 December 2022 31 December 2021
Doğan Yayınları Yayıncılık ve Yapımcılık Ticaret A.Ş.
(“Doğan Yayıncılık”) 1,716 1.728
Doğan Şirketler Grubu Holding A.Ş. 1,533 -
Aytemiz Akaryakıt Dağıtım A.Ş. 659 -
Doğan Portal ve Elektronik Ticaret A.Ş. 516 343
D Gayrimenkul Yatırımları ve Ticaret A.Ş. 425 154
Doğan Müzik Yapım ve Ticaret A.Ş. 299 119
Doruk Faktoring A.Ş. - 4,469
Other 431 2,234
5,579 9,047
Amounts due to related parties mainly resulted from purchase of inventories, advertising services, head
quarter rentals, payables due to merchant financing and business combination arrangements |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(58)
NOTE 26 - BALANCES AND TRANSACTIONS WITH SHAREHOLDERS AND OTHER RELATED
PARTIES (Continued)
Service and product sales to related parties
All related parties listed below are controlled by the Doğan Family members.
1 January- 1 January-31 December 2022 31 December 2021
Nesine 4,886 1,774
Doğan Yayıncılık 1,869 1,288
Doğan Burda Dergi Yayıncılık ve Pazarlama A.Ş. 1,591 764
Doğan Portal ve Elektronik Ticaret A.Ş. (“Doğan Portal”) 1,574 1,229
Doğan Trend Otomotiv Tic. Hiz. Ve Tek. A.Ş. 1,085 340
Doğan Dış Ticaret 1,082 271
Glokal Dijital Hizmetler ve Pazarlama A.Ş. 664 740
Değer Merkezi Hizmetler ve Yönetim A.Ş. 1,045 606
Other 2,463 1,555
Total 16,259 8,567
Service and product purchases from related parties
1 January- 1 January-31 December 2022 31 December 2021
Doğan Dış Ticaret 81,375 55,881
D Gayrimenkul Yatırımları ve Ticaret A.Ş. 20,272 12,741
Doğan Yayıncılık 9,435 5,953
Doğan Trend Otomotiv Tic. Hiz. Ve Tek. A.Ş. 2,922 2,587
Doğan Burda Dergi Yayıncılık ve Pazarlama A.Ş. 997 681
Nesine 652 3
Doğan Portal 648 447
Other 1,043 641
Total 117,344 78,934
Business Combinations
Doruk Finansman, acquired from Doğan Holding, is separately disclosed in Note 3 and is not included in
the above table of goods and service purchases from related parties.
NOTE 27 - NATURE AND LEVEL OF RISKS DERIVED FROM FINANCIAL INSTRUMENTS
Financial risk management
The Group’s activities expose it to a variety of financial risks, including the effects of changes in debt and
equity market prices, foreign currency exchange rates and interest rates. The Group’s overall risk
management programmes focus on the unpredictability of financial markets and seeks to minimize
potential adverse effects on the financial performance of the Group. |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(59)
NOTE 27 - NATURE AND LEVEL OF RISKS DERIVED FROM FINANCIAL INSTRUMENTS
(Continued)
Foreign currency risk
The Group is exposed to foreign exchange risk through the impact of rate changes in the translation of
foreign currency denominated assets and liabilities to local currency. These risks are monitored and limited
by analysing foreign currency position through obtaining positions within the approved limits.
The table below summarizes the Group’s exposure to foreign exchange rate risk at 31 December 2022
and 2021 in terms of TRY equivalents of foreign currency denominated assets and liabilities.
31 December 2022
US Dollar Euro GBP CHF Total
Assets:
Cash and cash equivalents 2,843,108 299 2 24 2,843,433
Trade receivables and
due from related parties 15,674 1,373 - 152 17,199
Other current assets 1,277 - - - 1,277
Total assets 2,860,059 1,672 2 176 2,861,909
Liabilities:
Trade payables and due to
related parties (850,352) (13,054) (133) (9) (863,548)
Short-term provisions (260,375) - - - (260,375)
Total liabilities (1,110,727) (13,054) (133) (9) (1,123,923)
Net foreign currency 1,749,332 (11,382) (131) 167 1,737,986
31 December 2021
US Dollar Euro GBP CHF Total
Assets:
Cash and cash equivalents 3,749,790 76 3 5 3,749,874
Financial investments 1,158,052 - - - 1,158,052
Trade receivables and
due from related parties 2,990 811 - - 3,801
Other current assets 910 - - - 910
Total assets 4,911,742 887 3 5 4,912,637
Liabilities:
Trade payables and due to
related parties (649,680) (4,926) (174) (51) (654,831)
Total liabilities (649,680) (4,926) (174) (51) (654,831)
Net foreign currency 4,262,062 (4,039) (171) (46) 4,257,806 |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(60)
NOTE 27 - NATURE AND LEVEL OF RISKS DERIVED FROM FINANCIAL INSTRUMENTS
(Continued)
Credit risk
Credit risk consists of cash and cash equivalents, deposits held with banks and customers exposed to
credit risk including uncollected receivables. Ownership of financial assets entails the risk that the other
party will not be able to fulfill the contract. However, due to the nature of the operations used to generate
revenue, the substantial portion of sales is through the customers’ credit cards, so that the companies
affiliated to the Group are not exposed to significant credit risk and there are no doubtful receivables at
significant levels in the group companies.
Funding risk
The ability to fund the existing and prospective debt requirements is managed by maintaining the
availability of adequate funding lines from high quality lenders and supply financing arrangements.
Foreign currency risk sensitivity
The Group is exposed to foreign exchange risk arising primarily from the USD and EUR. The table below
shows, the foreign currency sensitivity of the Company arising from 10% change in US dollar and Euro,
GBP and CHF rates. The rate used as 10% is a fair benchmark for the Group as it is used in reporting
of foreign currency risk and it is the anticipated rate change of the Company’s senior management.
Sensitivity analysis includes only the monetary items in foreign currency at year end and shows the
effect of 10% increase in foreign currency rates. Positive value implies the increase in net profit before
income tax. |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(61)
NOTE 27 - NATURE AND LEVEL OF RISKS DERIVED FROM FINANCIAL INSTRUMENTS
(Continued)
Foreign currency risk sensitivity (Continued)
31 December 2022 Income/(Loss) Equity
Foreign Foreign Foreign Foreign
currency
appreciates
currency
depreciates
currency
appreciate
currency
depreciates
In case of 10% appreciation of
US Dollar against TRY
US Dollar net asset / (liability) 174,933 (174,933) - -
US Dollar net -income/(loss) 174,933 (174,933) - -
In case of 10% appreciation of
Euro against TRY
Euro net asset / (liability) 1,138 (1,138) - -
Euro net -income/(loss) 1,138 (1,138) - -
In case of 10% appreciation of
GBP against TRY
GBP net asset / (liability) 13 (13) - -
GBP net -income/(loss) 13 (13) - -
In case of 10% appreciation of
CHF against TRY
CHF net asset / (liability) 17 (17) - -
CHF net -income/(loss) 17 (17) - - |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(62)
NOTE 27 - NATURE AND LEVEL OF RISKS DERIVED FROM FINANCIAL INSTRUMENTS
(Continued)
Foreign currency risk sensitivity (Continued)
31 December 2021 Income/(Loss) Equity
Foreign Foreign Foreign Foreign
currency
appreciates
currency
depreciates
currency
appreciate
currency
depreciates
In case of 10% appreciation of
US Dollar against TRY
US Dollar net asset / (liability) 426,206 (426,206) - -
US Dollar net -income/(loss) 426,206 (426,206) - -
In case of 10% appreciation of
Euro against TRY
Euro net asset / (liability) 404 (404) - -
Euro net -income/(loss) 404 (404) - -
In case of 10% appreciation of
GBP against TRY
GBP net asset / (liability) 17 (17) - -
GBP net -income/(loss) 17 (17) - -
In case of 10% appreciation of
CHF against TRY
CHF net asset / (liability) 5 (5) - -
CHF net -income/(loss) 5 (5) - -
Liquidity risk
The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve
borrowing facilities by continuously monitoring forecast and actual cash flows and matching the maturity
profiles of financial assets and liabilities. Conservative liquidity risk management implies maintaining
sufficient cash and the availability of funding through an adequate amount of committed credit facilities
and the ability to close out market positions. The funding risk of the current and prospective debt
demands is managed by maintaining the availability of lenders with high quality and in sufficient number.
The following table presents financial liabilities according to remaining maturities. The amounts shown
in the table are the contractual undiscounted cash flows and the Group’s liquidity management takes
into account the expected undiscounted cash flows.
.. |
| (Convenience translation of the independent auditors’ report and financial statements originally issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(63)
NOTE 27 - NATURE AND LEVEL OF RISKS DERIVED FROM FINANCIAL INSTRUMENTS (Continued)
Liquidity risk (Continued)
Contractual
Carrying undiscounted Up to 3 - 12 1 - 5 Over
31 December 2022 value cash flow 3 months months years 5 years
Non-derivative financial instruments:
Trade payables due to third parties 5,886,538 5,928,371 5,928,371 - - -
Bank borrowings 23,973 29,029 5,691 10,934 12,404 -
Lease liabilities 262,367 326,914 47,772 131,435 147,707 -
Due to related parties 5,579 5,579 5,579 - - -
6,178,457 6,289,893 5,987,413 142,369 160,111
Contractual
Carrying undiscounted Up to 3 - 12 1 - 5 Over
31 December 2021 value cash flow 3 months months years 5 years
Non-derivative financial instruments:
Trade payables due to third parties 4,062,149 4,090,295 4,090,295 - - -
Bank borrowings 193,184 199,832 198,372 1,460 - -
Lease liabilities 211,250 261,177 31,377 89,877 139,923
Due to related parties 9,047 9,047 9,047 - - -
4,475,630 4,560,351 4,329,091 91,337 139,923 |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(64)
NOTE 27 - NATURE AND LEVEL OF RISKS DERIVED FROM FINANCIAL INSTRUMENTS
(Continued)
Capital risk management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue its
operations in order to provide returns for shareholders and benefits for other stakeholders and to maintain
an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure,
the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue
new shares or sell assets to reduce debt.
Consistent with others in the industry, the Group monitors capital on the basis of the net debt to equity
ratio. This ratio is calculated as net debt divided by equity. Net debt is calculated as total borrowings
and lease liabilities less cash and cash equivalents. Net debt to equity ratios at 31 December 2022 and
2021 were as follows:
31 December 2022 31 December 2021
Net debt/(cash) (Note 28) (4,979,668) (3,409,035)
Total equity/(deficit) 1,569,955 2,676,176
Net debt to equity ratio (317%) (127%)
Fair value of the financial instruments
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date.
The estimated fair values of financial instruments have been determined by the Group using available
market information and appropriate valuation methodologies. However, judgment is necessarily required
to interpret market data to estimate the fair value. Accordingly, the estimates presented herein are not
necessarily indicative of the amounts the Group could realise in a current market exchange.
The following methods and assumptions were used to estimate the fair value of the financial instruments
for which it is practicable to estimate fair value:
The fair values of certain financial assets and liabilities carried at amortised cost, including cash and cash
equivalents, trade payables and payables to merchants, bank borrowings and lease liabilities are
considered to approximate their respective carrying values due to their short-term nature.
The carrying value of trade receivables along with the related allowances for uncollectability is estimated
to be their fair values.
Fair value hierarchy
The fair values of financial assets and financial liabilities are determined as follows:
- Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
- Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or
liability either directly (that is as prices) or indirectly (that is derived from prices).
- Level 3: Inputs for the asset or liability that is not based on observable market data (that is
unobservable inputs). |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(65)
NOTE 27 - NATURE AND LEVEL OF RISKS DERIVED FROM FINANCIAL INSTRUMENTS
(Continued)
Fair value of the financial instruments (Continued)
Based on the fair value hierarchy, the Group’s financial assets and liabilities are categorized as follows:
As of 31 December 2022
Financial assets Total Level 1 Level 2 Level 3
Investment funds at fair value (Note 5) 17,557 17,557 - -
17,557 17,557 - -
As of 31 December 2021
Financial assets Total Level 1 Level 2 Level 3
Investment funds at fair value (Note 5) 1,024,437 1,024,437 - -
1,024,437 1,024,437 - -
NOTE 28 - CASH FLOW INFORMATION
Movement in net debt for the year ended 31 December 2022 and 2021 is as follows;
2022 Lease liabilities Bank borrowings Total
1 January 211,250 193,184 404,434
Increase in lease liabilities 162,825 - 162,825
Cash inflows - 797,877 797,877
Cash outflows (169,635) (986,758) (1,156,393)
Other non-cash movements (*) 57,927 19,670 77,597
31 December 262,367 23,973 286,340
Less: cash and cash equivalents (5,266,008)
Net debt/(cash) (4,979,668)
2021 Lease liabilities Bank borrowings Total
1 January 144,056 347,436 491,492
Increase in lease liabilities 140,367 - 140,367
Cash inflows - 1,750,046 1,750,046
Cash outflows (104,829) (1,912,509) (2,017,338)
Other non-cash movements (*) 31,656 8,211 39,867
31 December 211,250 193,184 404,434
Less: cash and cash equivalents (3,813,469)
Net debt/(cash) (3,409,035)
(*) Other non-cash movements consist of interest accrual, disposals and remeasurement of contractual lease
liabilities and bank borrowings. |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(66)
NOTE 29 – LOSS PER SHARE
Loss per share is disclosed below:
2022 2021
Loss for the period attributable to equity
holders of the Parent Company (1,224,592) (700,078)
Weighted average number of shares
with face value of TRY0.20 each 304,764 304,764
Basic and diluted loss per share (4.06) (2.30)
As further disclosed in Note 15, the number of shares issued has increased from 56,866 thousand to 284,328
thousand via decreasing nominal value of each share from TRY 1 to TRY0.20 at the Extraordinary General
Assembly meeting dated 25 May 2021. As a result, the loss per share calculation for the periods presented
have been performed based on the recent number and nominal value of shares issued.
At the Extraordinary General Assembly meeting dated 5 July 2021, the number of shares issued has increased
from 284,328 thousand to 325,998 thousand due to capital increase.
NOTE 30 – AUDITOR FEES
The fees related to the services received by the Group from the independent auditor/independent audit
firm are presented below:
2022 2021
Fees for Independent audit the reporting period 16,962 8,586
Fees for other assurance services - 1,040
16,962 9,626
NOTE 31 - SUBSEQUENT EVENTS
On 6 February 2023, two high-magnitude earthquakes, with their epicenter in Kahramanmaraş impacted 11
cities across Southeastern Türkiye, directly affecting the lives of around 14 million people. The Group’s physical
headquarters and offices, and its Gebze fulfillment center - where most of the Group’s employees are based,
apart from those working remotely - are located beyond the earthquake zone and hence were unaffected. Eight
cross-dock points (i.e., parcel transfer centers) of HepsiJet out of a network of 192, were directly impacted and
will have to be renovated to restore their operations. The Group’s total Active Merchant number on the
Marketplace with a registered address in the affected region is approximately 6,500 out of over 99,700. The
stores of close to 1,950 merchants on the Group’s platform are temporarily suspended at their own request.
The Group observed a temporary decline in overall customer demand on platform and in the number of orders
received, particularly during the week of February 6, compared to the previous week and the same week of the
prior year. This decline was likely caused by the loss of traffic and demand from the affected region, and the
Group’s decision to put major marketing campaigns, events and media advertising on hold for two weeks to
honor the nation’s mourning. As the overall situation stabilized by mid-March, traffic to platform recovered to
almost pre-earthquake levels. The order trend during this period was relatively volatile which had also recovered
to almost pre-earthquake levels by mid-March 2023. |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(67)
NOTE 31 - SUBSEQUENT EVENTS (Continued)
On 6 February 2023, two high-magnitude earthquakes, with their epicenter in Kahramanmaraş impacted 11
cities across Southeastern Türkiye, directly affecting the lives of around 14 million people. The Group’s physical
headquarters and offices, and its Gebze fulfillment center - where most of the Group’s employees are based,
apart from those working remotely - are located beyond the earthquake zone and hence were unaffected. Eight
cross-dock points (i.e., parcel transfer centers) of HepsiJet out of a network of 192, were directly impacted and
will have to be renovated to restore their operations. The Group’s total Active Merchant number on the
Marketplace with a registered address in the affected region is approximately 6,500 out of over 99,700. The
stores of close to 1,950 merchants on the Group’s platform are temporarily suspended at their own request.
The Group observed a temporary decline in overall customer demand on platform and in the number of orders
received, particularly during the week of February 6, compared to the previous week and the same week of the
prior year. This decline was likely caused by the loss of traffic and demand from the affected region, and the
Group’s decision to put major marketing campaigns, events and media advertising on hold for two weeks to
honor the nation’s mourning. As the overall situation stabilized by mid-March, traffic to platform recovered to
almost pre-earthquake levels. The order trend during this period was relatively volatile which had also recovered
to almost pre-earthquake levels by mid-March 2023.
The First Period of the share-based payment plan which was defined as the end of 18 (eighteen) months after
the date of the IPO, of the vesting schedule set forth by the Company’s Board of Directors decision dated on
24 March 2021, has been concluded at the date of 31 January 2023. Accordingly, the Board of Directors has
decided that within the scope of the First Period of the share-based payment plan, a gross total of 1,662,592
Class B ordinary shares of the Company (which may be represented by ADSs) have been vested to some of
its key management personnel who became entitled, as defined under their individual contracts, to receive
Restricted Stock Units (RSUs); and a gross total of 533,030 Class B ordinary shares of the Company (which
may be represented by ADSs) have been vested to some of its key management personnel who have been
determined, as having successfully met the year-end targets for the purposes of the calculation of the
PSUs. The gross total amount of said shares (which may be represented by ADSs) will be given to the said
executives by the Company, once these shares are first issued by or become available to the Company.
On 24 April 2023, the Board of Directors adopted revisions to Group’s share based payment plan dated 24
March 2021 for key executives, directors, managers, officers, employees and consultants who contribute to the
Group’s performance. The revisions made to the share based payment plan consisted of allocating the unused
portion of the share amount of the First Period into two newly created periods, namely, the Fourth Period and
the Fifth Period, without changing the eligibility criteria of the share based payment plan and without affecting
the vested rights of the individuals that have been covered under the First, Second and Third Period based on
their individual agreement signed prior to the date of the revision. As the participants of the Fourth and Fifth
Period have not been defined, at present it is not possible to determine the fair value of the revised plan.
On 28 April 2023, the Central Bank notified the Company that it had identified seven instances of non-compliance by the Company under the (Repealed) Communique on the Management and Supervision of IT
Systems of Payment Institutions and Electronic Money Institutions relating to data security and authorization,
ID verification and the creation of an audit trail. The Central Bank requested that the Company provide a written
response, including an action plan to remedy the identified instances of non-compliance within one month. The
Central Bank may in its discretion impose administrative fines on the Company ranging from TRY129 thousand
to TRY2,913 thousand for each breach. If an administrative fine is imposed by the Central Bank, the Company
has a right to appeal the decision to the Turkish Criminal Court of Peace. The Company’s management
determined that due to the uncertainty with respect to the outcome and since a reliable estimate cannot be
made for the amount of the obligation, no provision is recognized in the consolidated financial statements with
respect to the identified non-compliance. |
| (Convenience translation of the independent auditors’ report and financial statements originally
issued in Turkish)
D-Market Elektronik Hizmetler ve Ticaret A.Ş. and Its Subsidiaries
Notes to the consolidated financial statements
at 31 December 2022
(Amounts expressed in thousands of Turkish Lira (“TRY”) unless otherwise indicated.)
(68)
NOTE 31 - SUBSEQUENT EVENTS (Continued)
The Group's Chief Commercial Officer ("CCO") will take a break from the Company from May 2 to September
21, 2023. On September 21, 2023, he will return to the Company as Chief Commercial Officer responsible for
Investments. The responsibilities of the Chief Commercial Officer will be carried out by Ender Özgün, Chief
Marketing Officer, in addition to his current position.
In January 2023, the company name of Doruk Finansman was changed to Hepsi Finansman A.Ş.. |
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