[6-K] D-MARKET Electronic Services & Trading Current Report (Foreign Issuer)

Rhea-AI Filing Summary

D-MARKET (HEPS) shareholders approved the audited consolidated financial statements for the year ended December 31, 2024 and released the Board for its 2024 activities. The meeting decided no dividend distribution because the company did not generate profit in 2024. Independent directors' pay was set at USD 100,000 annually plus USD 20,000 for each committee chair role and USD 10,000 for each committee member role. DRT Yeminli Mali Müşavirlik ve Bağımsız Denetim A.Ş. was appointed as independent auditor through the next annual meeting discussing 2025 accounts. Shareholders authorized Board actions under the Turkish Commercial Code articles cited, approved inflation accounting procedures per the Tax Procedure Law and TCC, and authorized donations up to 0.2% (2 per thousand) of total assets for the fiscal year.

Positive

• Independent auditor appointed: DRT Yeminli Mali Müşavirlik ve Bağımsız Denetim A.Ş. named to audit 2025 accounts, ensuring continuity of external review
• Inflation accounting procedures approved: Board resolution adopting inflation accounting in line with the Tax Procedure Law and TCC enhances statutory compliance

Negative

• No dividend distribution: Shareholders decided not to pay dividends because the company did not generate profit in 2024
• Independent director remuneration approved despite no profit: Annual pay of USD 100,000 plus committee fees may raise concerns about pay-for-performance alignment

Insights

Financial Analyst

TL;DR: Routine corporate governance items with limited immediate financial effect; the no-dividend outcome signals a weak 2024 result.

The resolutions are largely administrative: approval of 2024 audited statements and appointment of an independent auditor are standard governance outcomes. The decision not to distribute dividends directly reflects the absence of profit in 2024 and is the clearest financial signal in the report. Authorizations for Board-related transactions and inflation accounting align statutory compliance. Overall, these items confirm reporting and governance steps rather than operational changes that would materially alter near-term cash flow or valuation.

Corporate Governance Expert

TL;DR: Governance actions taken, but approving sizeable director compensation while reporting no profit raises governance and stakeholder-return concerns.

Granting independent directors USD 100,000 plus committee fees is a material governance choice given the company's lack of profit in 2024. While auditor appointment and release of the Board are standard, remunerating independent directors at these levels when results were negative may prompt shareholder scrutiny about pay-for-performance alignment. The authorization for donations (2 per thousand of total assets) and Board powers under the TCC are routine but should be monitored for execution and disclosure.

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: September 17, 2025

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

Cadde no: 12 Kule 2 K2

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  ¨

 

VOTING RESULTS OF THE ORDINARY GENERAL ASSEMBLY OF SHAREHOLDERS MEETING HELD ON 15 SEPTEMBER 2025

On 15 September 2025, D-MARKET Electronic Services & Trading (“Hepsiburada” or the “Company”) held its Ordinary Annual General Assembly of Shareholders of 2024 fiscal year (the “AGM”).

The AGM was duly called and held 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. A quorum was present at the AGM in accordance with Article 21 of the Company’s Articles of Association and the TCC.

Shareholders at the AGM decided the following, by the majority of votes present:

· to approve the Company’s audited consolidated financial statements for the year ended December 31, 2024, together with the independent auditors’ report and the Board of Directors’ Annual Report;

· to release the members of the Board of Directors for all their respective activities in the 2024 fiscal year;

· to decide not to make a dividend distribution, as no profit has been generated in the 2024 fiscal year;

· to approve the Board of Directors’ proposal regarding the attendance fee, remuneration, bonus, premium rights of the independent members of the Board of Directors for their membership to the Board of Directors and its Committees, as follows:

i. a USD 100,000 annual gross payment to the independent members of the Board of Directors for their service on the Board;

ii. a USD 20,000 annual gross payment to the independent members of the Board of Directors for each committee they chair within the scope of their committee membership; and

iii. a USD 10,000 annual gross payment to the independent members of the Board of Directors serving in the committees for each committee of which they are a member;

· to appoint DRT Yeminli Mali Müşavirlik ve Bağımsız Denetim Anonim Şirketi as the independent auditor of the Company to serve until the next Ordinary Annual General Assembly meeting where the accounts and activities of the Company for the year 2025 will be discussed;

· to authorize the members of the Board of Directors to carry out the transactions set forth under Articles 395 and 396 of the TCC, with respect to the relevant activities;

· to approve the Board of Directors’ resolution no. 2025/16 dated 30/04/2025 regarding inflation accounting procedures in accordance with the Tax Procedure Law no. 213 and the TCC; and

· to authorize the Board of Directors to make donations and grants up to a limit of 2 per thousand of the Company’s total assets within the fiscal year.

The minutes of the AGM are available on the Company’s Investor Relations website.

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
September 17, 2025	By:	/s/ NİLHAN GÖKÇETEKİN
	Name:	Nilhan Gökçetekin
	Title:	Chief Executive Officer
	By:	/s/ M. SEÇKİN KÖSEOĞLU
	Name:	M. Seçkin Köseoğlu
	Title:	Chief Financial Officer

FAQ

Did HEPS declare a dividend for 2024?

No. The meeting decided not to make a dividend distribution because the company did not generate profit in 2024.

Who was appointed as HEPS's independent auditor for the next period?

The company appointed DRT Yeminli Mali Müşavirlik ve Bağımsız Denetim A.Ş. as the independent auditor to serve until the next ordinary annual meeting discussing 2025 accounts.

What are the approved annual payments for independent board members at HEPS?

Independent board members will receive USD 100,000 annually; committee chairs receive an additional USD 20,000 per committee; committee members receive USD 10,000 per committee.

What limit was set for donations and grants by HEPS?

The Board was authorized to make donations and grants up to 2 per thousand (0.2%) of the company’s total assets within the fiscal year.

What accounting change was approved by HEPS's Board?

Shareholders approved the Board resolution dated 30/04/2025 regarding inflation accounting procedures in accordance with the Tax Procedure Law No. 213 and the Turkish Commercial Code.