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Nayax Ltd
Nayax Reports Third Quarter 2025 Results
Business
Nov 19 2025
22 min read

Nayax Reports Third Quarter 2025 Results

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Revenue of $104.3 million, processing revenue growth of 33%

Organic Revenue growth of 25% (1)

Net income of $3.5 million with Adjusted EBITDA of $18.2 million (1)

Updates 2025 revenue and Adjusted EBITDA guidance to reflect delays in timing of M&As

Reaffirming full year Organic Revenue growth guidance

HERZLIYA, Israel, Nov. 19, 2025 (GLOBE NEWSWIRE) -- Nayax Ltd. (Nasdaq: NYAX, TASE: NYAX), a global commerce payments and loyalty platform designed to help merchants scale their business, today announced its financial results for the third quarter ended September 30, 2025.

“It was another strong quarter for Nayax, reflecting the continued execution of our strategy and our focus on profitable growth. We delivered strong operational and financial results, highlighted by expanding margins, disciplined growth across our segments, and consistent progress toward our long-term objectives. For the full year 2025, we continue to anticipate organic revenue growth of at least 25%. However, we are updating the inorganic contribution in our financial outlook to reflect the delayed timing of certain strategic M&A transactions,” commented Yair Nechmad, Nayax Chief Executive Officer and Chairman of the Board.

(1) Organic Revenue, Adjusted EBITDA, Free Cash Flow and Adjusted OPEX are non-IFRS financial measures. Please refer to the footnote 3 in the table below and the additional tables at the end of this press release for a reconciliation of Organic Revenue, Adjusted EBITDA, Free Cash Flow and Adjusted OPEX to the most directly comparable IFRS measure for each. The Company does not provide a reconciliation of forward-looking Adjusted EBITDA to IFRS net income (loss) due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation, in particular, because special items such as finance expenses and issuance and acquisition costs used to calculate projected net income (loss) can vary dramatically based on actual events. Therefore, the Company is not able to forecast on an IFRS basis with reasonable certainty all deductions needed in order to provide an IFRS calculation of projected net income (loss) at this time. The amount of these deductions may be material and therefore could result in projected IFRS net income (loss) being materially different than projected Adjusted EBITDA (non-IFRS).
  
Third Quarter 2025 Financial Highlights

(All comparisons are relative to the third quarter and three-month period ended September 30, 2024, unless otherwise noted)

Revenue Summary

Q3 2025 ($M)

Q3 2024 ($M)

Growth (%)

Payment processing fees

47.7

36.0

32.5%

SaaS revenue

29.4

23.9

23.0%

Total recurring revenue (1)

77.1

59.9

28.7%

POS devices revenue (2)

27.2

23.1

17.7%

Total revenue (3)

104.3

83.0

25.7%


Margin Summary


Q3 2025


Q3 2024


Variance

Payment processing margin

39.6%

33.0%

6.6%

SaaS margin

76.3%

76.0%

0.3%

Total recurring margin

53.6%

50.1%

3.5%

POS devices margin

37.0%

34.4%

2.6%

Total margin

49.3%

45.7%

3.6%

 

 

 

 

(1) Recurring revenue comprised of SaaS subscription revenue and payment processing fees.
(2) POS devices revenue includes revenues that are derived mainly from the sale of our hardware products.
(3) Organic Revenue is a non-IFRS financial measure that we define as total revenue adjusted to exclude the revenue attributable to acquired businesses for a period of 12 months following their acquisition. Total revenue for Q3 2025 includes $0.76 million of revenues from recent acquisitions.

  • Revenue increased 26% to $104.3 million from $83.0 million driven by both new and existing customer expansion. Revenue includes $2.0 million of favorable foreign exchange rate.

  • Organic Revenue growth for the quarter was 24.7%.

  • Recurring revenue from SaaS and payment processing fees grew 29%, to $77.1 million and represented 74% of total revenue.

    • Processing revenue growth continues to demonstrate our success as a scalable and valued payment partner to our diverse customer base as the market continues its cash-to-cashless conversion.

  • Hardware revenue increased by 18% to $27.2 million with strong demand for our products, solutions, and technology across all market segments.

  • Gross margin improved to 49.3% from 45.7%, primarily due to:

    • Recurring margin improved to 53.6% from 50.1%, driven mainly by processing margins that improved to 39.6% from 33.0% reflecting the ongoing benefits of renegotiated contracts with several bank acquirers and the Company’s improved smart-routing capabilities.

    • Hardware margin improved meaningfully to 37.0% from 34.4% driven by continuing optimization of our supply chain infrastructure, and better component sourcing and cost.

  • Operating profit was $7.8 million compared to $1.5 million in last year’s third quarter.

  • Net income was $3.5 million compared to $0.7 million in last year’s third quarter.

  • Basic and diluted earnings per share for the quarter ending September 30, 2025 were $0.095 and $0.092, respectively. Basic and diluted earnings per share for the quarter ending September 30, 2024, were each $0.019 per share.

  • Weighted average number of basic and diluted shares for the third quarter of 2025 were 37,102,759 and 38,451,507, respectively, compared with weighted average number of basic and diluted shares for the third quarter of 2024 of 36,370,817 and 37,171,974, respectively.

  • Adjusted OPEX of $34 million dollars was 32.2% of revenue and continues to improve, a testament to our disciplined cost management.

  • Adjusted EBITDA was $18.2 million, representing a margin of 17.5% of total revenue, compared to Adjusted EBITDA of $11.1 million, representing a margin of 13.3% of total revenue, in last year’s third quarter. This significant growth in our Adjusted EBITDA demonstrates the continued scaling of operating leverage in the business.

  • Cash flow provided from operating activities was $10.5 million and Free Cash Flow was $3.9 million mainly due to the timing of cash settlement from processing activities.

  • As of September 30, 2025, the Company had $172.8 million in cash and cash equivalents and short-term deposits. Short-term and long-term debt balances were at $156.2 million.

Third Quarter 2025 Operational Metric Highlights

Key Performance Indicators

Q3 2025

Q3 2024

Growth (%)

Total transaction value ($m)

1,763

1,310

34.6%

Number of processed transactions (millions)

736

609

20.9%

Take rate (payments)(4)

2.71%

2.75%

-0.04%

Managed and connected devices (thousands)

1,433

1,227

16.8%

Customers

109,571

90,875

20.6%

 

 

 

 

(4) Payment service providers typically take a percentage of every transaction in exchange for facilitating the movement of funds from the buyer to the seller. Take rate % (payments) is calculated by dividing the Company’s processing revenue by the total dollar transaction value in the same quarter.

  • Total transaction value grew by 34.6% to $1.763 billion.

  • Number of processed transactions increased 20.9% to 736 million.

  • Take rate was 2.71% as the Company continues to expand into additional verticals and new geographies.

  • Total number of managed and connected devices was approximately 1.433 million devices representing an increase of 16.8%. Nayax added more than 56,300 devices in the third quarter of 2025.

  • Growth in the customer base continued at a healthy pace, adding 4,880 new customers in the third quarter of 2025, bringing the total customer base to 109,571, an increase of 20.6%.

  • The dollar-based net retention rate remained high at 122%, reflecting strong customer satisfaction, alongside a low customer churn rate of 2.8%.

Third Quarter Business Highlights

  • Partnered with ChargeSmart EV, one of the largest US charge point operators, to improve the payment experience for EV drivers across the U.S. ChargeSmart EV has named Nayax as its preferred cashless supplier, and will integrate Nayax’s EMV-certified solutions, making it easier for EV drivers to pay for services. For operators, the combination provides better visibility and real-time insights into station performance. This collaboration supports the broader push toward simpler, more reliable EV charging as the market continues to grow quickly.

  • Retail Pro (a Nayax Ltd. Company) has teamed up with Onebeat, an AI-powered inventory optimization platform, to help retailers better match their inventory to real demand. By connecting Retail Pro’s retail management tools with Onebeat’s analytics, merchants can improve stock availability, reduce overordering, and react more quickly to changes in customer behavior.

  • In August we announced a strategic partnership with Autel Energy, a leading global provider of EV charging solutions, to embed Nayax’s payment technology into approximately 100,000 Autel chargers across North America and Europe by the end of 2026. We also developed EMV-Core SDK integration certification for Uno Mini with six leading Chinese OEM partners, enabling embedded contactless payments across EV charging and other unattended machines. The certification validates Nayax’s embedded payment stack, paired with the Uno Mini terminal, and strengthens OEM adoption in one of the world’s largest manufacturing ecosystems.

Subsequent Events

2025 Financial Outlook

For the full year 2025, Nayax is reiterating its Organic Revenue guidance of at least 25%, driven by expectations of an acceleration of enterprise hardware sales in the fourth quarter and maintaining our strong recurring revenue growth.

With some delays in certain strategic M&A transactions, we are updating our financial outlook to a revenue range of $400 million to $405 million on a constant currency basis (previously $410 million to $425 million). This represents revenue growth of 27% to 29%.

The Company still anticipates an Adjusted EBITDA margin of at least 15%. The updated Adjusted EBITDA guidance for the full year reflects the lower expected inorganic contribution due to delayed M&A activity and is between $60 million and $65 million (previously $65 million to $70 million), with at least 50% Free Cash Flow conversion from Adjusted EBITDA. Free Cash Flow is defined as net cash provided from operating activities minus capitalized development costs and acquisition of property and equipment.

2028 Outlook

As for the Company’s 2028 targets, management continues to project an annual revenue growth of approximately 35%, driven by a combination of organic growth and strategic M&A. Management also continues to target a gross margin of 50%, and an Adjusted EBITDA margin of 30%, as we continue to drive high margin recurring revenues and operational efficiency.

It is noted that the financial outlook provided by Nayax constitutes forward-looking information within the meaning of applicable securities laws and is based on a number of assumptions and subject to a number of risks and is current as of today. Unless required by law, Nayax has no obligation to update its guidance. Please see the cautionary note regarding forward-looking statements below.

Investor Conference Calls

Nayax will host two conference calls to discuss its results later today, November 19, 2025. The first will be in English for international investors and the other in Hebrew for Israel-based investors to discuss its third quarter 2025 results.

The conference call in English will be held at: 8:30 a.m. Eastern Time / 3:30 p.m. Israel Time / 5:30 a.m. Pacific Time. The conference call in Hebrew will be held at: 9:30 a.m. Eastern Time / 4:30 p.m. Israel time / 6:30 a.m. Pacific Time.

Participating on the call will be Yair Nechmad, Chief Executive Officer, Sagit Manor, Chief Financial Officer, and Aaron Greenberg, Chief Strategy Officer.

For the conference call in English, Nayax encourages participants to pre-register using the link below. Those who pre-register will be given a unique PIN to gain immediate access to the call, bypassing the live operator. Participants may pre-register any time, including up to and after the call/webcast start time. Participants will immediately receive an online confirmation, an email with the dial in number and a calendar invitation for the event.

To pre-register, go to:

https://services.incommconferencing.com/DiamondPassRegistration/register?confirmationNumber=13756921&linkSecurityString=1e6c22c04a

For those who are unable to pre-register, kindly join the conference call/webcast by using one of the dial-in numbers or clicking the webcast link below.

  • U.S. TOLL-FREE: 1-877-737-7051

  • ISRAEL TOLL-FREE: 1-809-455-690

  • INTERNATIONAL: 1-201-689-8878

WEBCAST LINK: 

https://viavid.webcasts.com/starthere.jsp?ei=1741175&tp_key=171f2574b4

Following the conference call, a replay will be available until December 3, 2025. To access the replay, please dial one of the following numbers:

  • Replay TOLL-FREE: 1-844-512-2921

  • Replay TOLL/INTERNATIONAL: 1-412-317-6671

  • Access PIN: 13756921

An archive of the conference call will also be available on Nayax's Investor Relations website Nayax - Investor Relations.

To access the conference call/webcast in Hebrew, use the link: 

https://us02web.zoom.us/j/81993859510?pwd=QpkCGSCGcdqYJ8WceqIIt2UN10lKuJ.1

About Nayax

Nayax is a global commerce enablement, payments and loyalty platform designed to help merchants scale their business. Nayax offers a complete solution including localized cashless payment acceptance, management suite, and loyalty tools, enabling merchants to conduct commerce anywhere, at any time. With foundations and global leadership in serving unattended retail, Nayax has transformed into a comprehensive solution focused on our customers’ growth across multiple channels. As of September 30, 2025, Nayax has 12 global offices, approximately 1,200 employees, connections to more than 80 merchant acquirers and payment method integrations and is globally recognized as a payment facilitator. Nayax’s mission is to improve our customers’ revenue potential and operational efficiency — effectively and simply. For more information, please visit www.nayax.com.

Public Relations Contact:
Scott Gamm
Strategy Voice Associates
Scott@strategyvoiceassociates.com

Investor Relations Contact:
Aaron Greenberg
Chief Strategy Officer
IR@nayax.com

 

 

Forward-Looking Statements

This press release contains statements that constitute forward-looking statements. Many of the forward-looking statements contained in this press release can be identified by the use of forward-looking words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate” and “potential,” among others. Forward-looking statements include, but are not limited to, statements regarding our intent, belief or current expectations, such as statements in this press release regarding our financial outlook, future business prospects and the impact of recent acquisitions or partnerships published by the Company. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to: our expectations regarding general market conditions, including as a result of the COVID-19 pandemic and other global economic trends; changes in consumer tastes and preferences; fluctuations in inflation, interest rate and exchange rates in the global economic environment; the availability of qualified personnel and the ability to retain such personnel; changes in commodity costs, labor, distribution and other operating costs; our ability to implement our growth strategy; changes in government regulation and tax matters; other factors that may affect our financial condition, liquidity and results of operations; general economic, political, demographic and business conditions in Israel, including the war in Israel that began on October 7, 2023 and global perspectives regarding that conflict; the success of operating initiatives, including advertising and promotional efforts and new product and concept development by us and our competitors; and other risk factors discussed under “Risk Factors” in our annual report on Form 20-F filed with the SEC on March 4, 2025 (our "Annual Report"). The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. The forward-looking statements are based on our beliefs, assumptions and expectations of future performance, taking into account the information currently available to us. These statements are only estimates based upon our current expectations and projections about future events. There are important factors that could cause our actual results, levels of activity, performance or achievements to differ materially from the results, levels of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the risks provided under “Risk Factors” in our Annual Report. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Each forward-looking statement speaks only as of the date of the particular statement. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason, to conform these statements to actual results or to changes in our expectations.

Use of Non-IFRS Financial Information

In addition to various operational metrics and financial measures in accordance with accounting principles generally accepted under International Financial Reporting Standards, or IFRS, this press release contains financial metrics presented on a constant currency basis as well as Adjusted EBITDA and Free Cash Flow, each of which are non-IFRS financial measures, as a measure to evaluate our past results and future prospects.

Constant Currency

Nayax presents constant currency information to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations. Future expected results for transactions in currencies other than United States dollars are converted into United States dollars using the exchange rates in effect in the last month of the reporting period. Nayax provides this financial information to aid investors in better understanding our performance. The constant currency financial measures presented in this release should not be considered as a substitute for, or superior to, the measures of financial performance prepared in accordance with IFRS.
The Company cannot provide expected net income without unreasonable effort because certain items that impact net income are out of the Company's control and/or cannot be reasonably predicted at this time, of which unavailable information could have a significant impact on the Company’s IFRS financial results.

Organic Revenue

Organic Revenue is a non-IFRS financial measure that we define as total revenue adjusted to exclude the revenue attributable to acquired businesses for a period of 12 months following their acquisition. This measure helps provide insight on organic and acquisition-related growth and presents useful information about comparable revenue growth.

Adjusted EBITDA

Adjusted EBITDA is a non-IFRS financial measure that we define as loss for the period excluding finance expenses, tax expense (benefit), depreciation and amortization, share-based compensation costs, non-recurring issuance and acquisition costs and our share in losses of associates accounted for by the equity method.
We present Adjusted EBITDA in this press release because it is a measure that our management and board of directors utilize as a measure to evaluate our operating performance and for internal planning and forecasting purposes. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.

We believe that Adjusted EBITDA, when taken collectively with financial measures prepared in accordance with IFRS, may be helpful to investors because it provides an additional tool for investors to use in evaluating our ongoing operating results and trends and in comparing our financial results with other companies because it provides consistency and comparability with past financial performance. However, our management does not consider this non-IFRS measure in isolation or as an alternative to financial measures determined in accordance with IFRS.

Adjusted EBITDA is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with IFRS. Adjusted EBITDA may be different from similarly titled measures used by other companies. The principal limitation of Adjusted EBITDA is that it excludes significant expenses that are required by IFRS to be recorded in our financial statements, as further detailed above. In addition, it is subject to inherent limitations as it reflects the exercise of judgment by management about which expenses are excluded or included in determining Adjusted EBITDA.

A reconciliation is provided at the end of this press release for Adjusted EBITDA to net profit or loss, the most directly comparable financial measure prepared in accordance with IFRS. Investors are encouraged to review net loss and the reconciliation to Adjusted EBITDA included below and to not rely on any single financial measure to evaluate our business.

Free Cash Flow

Free Cash Flow is a non-IFRS financial measure that we define as net cash provided from operating activities minus capitalized development costs and acquisition of property and equipment. A reconciliation is provided at the end of this press release for Free Cash Flow to Net cash provided from operating activities, the most directly comparable financial measure prepared in accordance with IFRS.

Adjusted OPEX

Adjusted OPEX is a non-IFRS financial measure that we define as total OPEX excluding stock based compensation, depreciation and amortization.

Other Financial Metrics - Dollar-based net retention rate

Measured as a percentage of Recurring Revenue from returning customers in a given period as compared to the Recurring Revenue from such customers in the prior period, which reflects the increase in revenue and the rate of losses from customer churn.


 

NAYAX LTD

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

As of September 30, 2025
(Unaudited)

 


NAYAX LTD
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)

 

 

September 30

 

December 31

 

2025

 

2024

 

 

 

 

 

U.S. dollars in thousands

ASSETS

 

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

Cash and cash equivalents

167,294

 

83,130

Restricted cash transferable to customers for processing activity

91,410

 

60,299

Short-term bank deposits

5,515

 

9,327

Receivables in respect of processing activity

60,624

 

45,071

Trade receivable, net

67,356

 

55,694

Inventory

24,014

 

19,768

Other current assets

22,813

 

14,368

Total current assets

439,026

 

287,657

 

 

 

 

NON-CURRENT ASSETS:

 

 

 

Long-term bank deposits

210

 

2,155

Other long-term assets

7,498

 

4,253

Investment in associate

-

 

3,754

Right-of-use assets, net

4,608

 

6,292

Property and equipment, net

16,987

 

11,112

Goodwill and intangible assets, net

169,376

 

117,670

Total non-current assets

198,679

 

145,236

TOTAL ASSETS

637,705

 

432,893

 

 

 

 


NAYAX LTD
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)

 

 

 

 

 

September 30

 

December 31

 

2025

 

2024

 

 

 

 

 

U.S. dollars in thousands

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

Short-term bank credit and short term loan

-

 

25,276

Current maturities of long-term bank loans

3,220

 

3,978

Current maturities of other long-term liabilities

5,408

 

1,353

Current maturities of leases liabilities

2,622

 

2,967

Payables in respect of processing activity

181,092

 

130,958

Trade payables

21,893

 

21,059

Other payables

42,507

 

33,887

Total current liabilities

256,742

 

219,478

 

 

 

 

NON-CURRENT LIABILITIES:

 

 

 

Long-term bank loans

11,375

 

18,605

Other long-term liabilities

9,145

 

20,716

Post-employment benefit obligations, net

569

 

497

Bonds

141,565

 

-

Lease liabilities

2,811

 

4,078

Deferred income taxes

7,384

 

4,274

Total non-current liabilities

172,849

 

48,170

TOTAL LIABILITIES

429,591

 

267,648

 

 

 

 

EQUITY:

 

 

 

Shareholders Equity:

 

 

 

Share capital

9

 

9

Additional paid in capital

231,223

 

220,715

Capital reserves

10,067

 

7,832

Accumulated deficit

(33,185)

 

(63,311)

TOTAL EQUITY

208,114

 

165,245

TOTAL LIABILITIES AND EQUITY

637,705

 

432,893

 

 

 

 


NAYAX LTD
CONDENSED CONSOLIDATED STATEMENTS OF LOSS (UNAUDITED)

 

 

Nine months ended
September 30

 

Three months ended
September 30

 

2025

 

2024

 

2025

 

2024

 

U.S. dollars in thousands

 

(Excluding loss per share data)

 

 

 

 

 

 

 

 

Revenues

280,979

 

225,054

 

104,280

 

83,005

Cost of revenues

(143,542)

 

(124,507)

 

(52,914)

 

(45,033)

Gross Profit

137,437

 

100,547

 

51,366

 

37,972

 

 

 

 

 

 

 

 

Research and development expenses

(23,705)

 

(19,632)

 

(8,821)

 

(6,870)

Selling, general and administrative expenses

(88,766)

 

(71,355)

 

(30,007)

 

(26,071)

Depreciation and amortization in respect of technology and capitalized development costs

(10,428)

 

(8,615)

 

(3,926)

 

(3,232)

Other income (expenses)

10,944

 

(506)

 

(766)

 

-

Share of losses of equity method investees

(226)

 

(885)

 

-

 

(347)

Profit (Loss) from ordinary operations

25,256

 

(446)

 

7,846

 

1,452

Financial Income

8,461

 

2,194

 

1,685

 

1,105

Financial Expense

(9,761)

 

(8,512)

 

(4,962)

 

(1,434)

Profit (loss) before taxes on income

23,956

 

(6,764)

 

4,569

 

1,123

Tax expense

(1,611)

 

(513)

 

(1,032)

 

(431)

Profit (loss) for the period

22,345

 

(7,277)

 

3,537

 

692

 

 

 

 

 

 

 

 

Basic earnings (loss) per share

0.605

 

(0.205)

 

0.095

 

0.019

Diluted earnings (loss) per share

0.584

 

(0.205)

 

0.092

 

0.019

 

 

 

 

 

 

 

 

 

NAYAX LTD
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE PROFIT (LOSS) (UNAUDITED)

 

 

Nine months ended
September 30

 

Three months ended
September 30

 

2025

 

2024

 

2025

 

2024

 

U.S. dollars in thousands

Profit (loss) for the period

22,345

 

(7,277)

 

3,537

 

692

 

 

 

 

 

 

 

 

Other comprehensive income (loss) for the period:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Items that may be reclassified to profit or loss:

 

 

 

 

 

 

 

Gain (loss) from translation of financial statements of foreign operations

852

 

364

 

323

 

(161)

Gain (loss) on cash flow hedges

1,383

 

(41)

 

(650)

 

(2)

Total comprehensive profit (loss) for the period

24,580

 

(6,954)

 

3,210

 

529

 

 

 

 

 

 

 

 

 

NAYAX LTD
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)

 

 

Share
capital

 

Additional paid in capital

 

Remeasurement of post-employment benefit obligations

 

Other capital reserves

 

Foreign currency translation reserve

 

Accumulated
deficit

 

Total
equity

 

U.S. dollars in thousands

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of January 1, 2024 (audited)

8

 

153,524

 

248

 

9,545

 

(150)

 

(65,585)

 

97,590

Changes in the nine months ended September 30, 2024:

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss for the period

-

 

-

 

-

 

-

 

-

 

(7,277)

 

(7,277)

Issuance of ordinary shares

1

 

63,190

 

-

 

-

 

-

 

-

 

63,191

Other comprehensive income (loss) for the period

-

 

-

 

-

 

(41)

 

364

 

-

 

323

Employee options exercised and vesting of restricted shares

*

 

3,028

 

-

 

-

 

-

 

-

 

3,028

Share-based payment

-

 

-

 

-

 

-

 

-

 

6,449

 

6,449

Balance as of September 30, 2024 (unaudited)

9

 

219,742

 

248

 

9,504

 

214

 

(66,413)

 

163,304

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of January 1, 2025 (audited)

9

 

220,715

 

463

 

9,973

 

(2,604)

 

(63,311)

 

165,245

Changes in the nine months ended September 30, 2025:

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit for the period

-

 

-

 

-

 

-

 

-

 

22,345

 

22,345

Issuance of warrants, net

-

 

5,706

 

-

 

-

 

-

 

-

 

5,706

Issuance of options due acquisition

-

 

1,222

 

-

 

-

 

-

 

-

 

1,222

Other comprehensive income for the period

-

 

-

 

-

 

1,383

 

852

 

-

 

2,235

Employee options exercised and vesting of restricted shares

*

 

3,580

 

-

 

-

 

-

 

-

 

3,580

Share-based payment

-

 

-

 

-

 

-

 

-

 

7,781

 

7,781

Balance as of September 30, 2025 (unaudited)

9

 

231,223

 

463

 

11,356

 

(1,752)

 

(33,185)

 

208,114

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(*) Presents an amount less than $1 thousand.

NAYAX LTD
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)

 

 

Share
capital

 

Additional paid in capital

 

Remeasurement of post-employment benefit obligations

 

Other capital reserves

 

Foreign currency translation reserve

 

Accumulated
deficit

 

Total
equity

 

U.S. dollars in thousands

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of June 30, 2024 (unaudited)

9

 

218,792

 

248

 

9,506

 

375

 

(70,243)

 

158,687

Changes in the three months ended September 30, 2024:

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit for the period

-

 

-

 

-

 

-

 

-

 

692

 

692

Other comprehensive loss for the period

-

 

-

 

-

 

(2)

 

(161)

 

-

 

(163)

Employee options exercised and vesting of restricted shares

*

 

950

 

-

 

-

 

-

 

-

 

950

Share-based payment

-

 

-

 

-

 

-

 

-

 

3,138

 

3,138

Balance as of September 30, 2024 (unaudited)

9

 

219,742

 

248

 

9,504

 

214

 

(66,413)

 

163,304

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of June 30, 2025 (unaudited)

9

 

230,733

 

463

 

12,006

 

(2,075)

 

(39,649)

 

201,487

Changes in the three months ended September 30, 2025:

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit for the period

-

 

-

 

-

 

-

 

-

 

3,537

 

3,537

Other comprehensive income for the period

-

 

-

 

-

 

(650)

 

323

 

-

 

(327)

Employee options exercised and vesting of restricted shares

*

 

490

 

-

 

-

 

-

 

-

 

490

Share-based payment

-

 

-

 

-

 

-

 

-

 

2,927

 

2,927

Balance as of September 30, 2025 (unaudited)

9

 

231,223

 

463

 

11,356

 

(1,752)

 

(33,185)

 

208,114

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(*) Presents an amount less than $1 thousand.

NAYAX LTD
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

 

 

Nine months ended
September 30

 

Three months ended
September 30

 

2025

 

2024

 

2025

 

2024

 

U.S. dollars in thousands

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

Net profit (loss) for the period

22,345

 

(7,277)

 

3,537

 

692

Adjustments to reconcile net profit (loss) to net cash provided by operations (see Appendix A)

2,352

 

33,171

 

6,925

 

15,872

Net cash provided by operating activities

24,697

 

25,894

 

10,462

 

16,564

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

Capitalized development costs

(17,025)

 

(15,458)

 

(4,537)

 

(5,670)

Acquisition of property and equipment

(3,977)

 

(1,785)

 

(2,071)

 

(776)

Loans granted to related company

(2,062)

 

(559)

 

-

 

-

Decrease (Increase) in bank deposits

4,926

 

(23,126)

 

(4,080)

 

(411)

Interest received

4,382

 

2,194

 

1,509

 

1,149

Investments in financial assets

(5,000)

 

(284)

 

-

 

-

Proceeds from sub-lessee

22

 

170

 

-

 

59

Payments for acquisitions of subsidiaries, net of cash acquired

(15,541)

 

(14,934)

 

-

 

-

Repayment of contingent liability due consideration of subsidiary acquisition

(8,287)

 

-

 

(2,768)

 

-

Net cash used in investing activities

(42,562)

 

(53,782)

 

(11,947)

 

(5,649)

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

Issuance of ordinary shares

-

 

62,686

 

-

 

-

Proceeds from issue of bonds and warrants, net

132,941

 

-

 

-

 

-

Interest paid

(6,806)

 

(3,492)

 

(5,208)

 

(1,153)

Changes in short-term bank credit

(26,000)

 

(17,155)

 

-

 

(4,751)

Receipt of long-term bank loans

-

 

17,000

 

-

 

-

Repayment of long-term bank loans

(7,884)

 

(2,675)

 

(805)

 

(495)

Repayment of long-term loans from others

-

 

(2,932)

 

-

 

(1,209)

Repayment of other long-term liabilities

(1,000)

 

(100)

 

-

 

-

Employee options exercised

4,067

 

3,184

 

1,387

 

558

Principal lease payments

(2,200)

 

(1,968)

 

(767)

 

(699)

Net cash provided by (used in) financing activities

93,118

 

54,548

 

(5,393)

 

(7,749)

 

 

 

 

 

 

 

 

Increase (decrease) in cash and cash equivalents

75,253

 

26,660

 

(6,878)

 

3,166

Balance of cash and cash equivalents at beginning of period

83,130

 

38,386

 

172,267

 

61,912

Gains (losses) from exchange differences on cash and cash equivalents

8,663

 

(1,214)

 

1,774

 

(220)

Gains (losses) from translation differences on cash and cash equivalents of foreign operations

248

 

819

 

131

 

(207)

Balance of cash and cash equivalents at end of period

167,294

 

64,651

 

167,294

 

64,651

 

 

 

 

 

 

 

 


NAYAX LTD
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

 

 

Nine months ended
September 30

 

Three months ended
September 30

 

2025

 

2024

 

2025

 

2024

 

U.S. dollars in thousands

Appendix A – adjustments to reconcile net loss to net cash provided by operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments in respect of:

 

 

 

 

 

 

 

Depreciation and amortization

18,565

 

15,495

 

6,830

 

5,934

Post-employment benefit obligations, net

45

 

4

 

10

 

9

Deferred taxes

(1,569)

 

(1,219)

 

(497)

 

(447)

Finance expenses, net

5,371

 

4,286

 

1,690

 

1,724

Expenses in respect of long-term employee benefits

-

 

634

 

-

 

-

Profit from gaining control in subsidiary

(12,152)

 

-

 

-

 

-

Share of loss of equity method investee

226

 

885

 

-

 

347

Long-term deferred income

144

 

287

 

39

 

(283)

Expenses in respect of share-based compensation

6,857

 

5,962

 

2,562

 

2,997

Total adjustments

17,487

 

26,334

 

10,634

 

10,281

 

 

 

 

 

 

 

 

Changes in operating asset and liability items:

 

 

 

 

 

 

 

Increase in restricted cash transferable to customers for processing activity

(31,089)

 

(12,229)

 

(10,654)

 

(7,690)

Decrease (Increase) in receivables from processing activity

(15,553)

 

(25,372)

 

19,794

 

3,726

Increase in trade receivables

(9,328)

 

(5,143)

 

(5,033)

 

(1,854)

Decrease (Increase) in other current assets

(4,847)

 

2,652

 

(2,399)

 

432

Increase in inventory

(3,238)

 

(1,155)

 

(740)

 

(2,600)

Increase (Decrease) in payables in respect of processing activity

50,134

 

48,664

 

(7,078)

 

13,407

Increase (Decrease) in trade payables

(6,304)

 

(819)

 

1,386

 

(550)

Increase (Decrease) in other payables

5,090

 

239

 

1,015

 

720

Total changes in operating assets and liability items

(15,135)

 

6,837

 

(3,709)

 

5,591

Total adjustments to reconcile net loss to net cash provided by operations

2,352

 

33,171

 

6,925

 

15,872

 

 

 

 

 

 

 

 

Appendix B – Information regarding investing and financing activities not involving cash flows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase of property and equipment in credit

154

 

396

 

-

 

396

Recognition of right-of-use assets through lease liabilities

117

 

660

 

117

 

76

Share based payments costs attributed to development activities, capitalized as intangible assets

924

 

487

 

365

 

141

 

 

 

 

 

 

 

 


IFRS to Non-IFRS Reconciliation

 


Quarter ended
(U.S. dollars in thousands)

 

Sep 30, 2025

 

Sep 30, 2024

Net income/loss for the period

3,537

 

692

Finance expense, net

3,277

 

329

Income tax expense (benefit)

1,032

 

431

Depreciation and amortization

6,830

 

5,934

EBITDA

14,676

 

7,386

Share-based payment costs

2,562

 

2,997

Employment benefit cost(1)

196

 

338

Other (income) expense(2)

766

 

-

Share of loss of equity method investee

-

 

347

ADJUSTED EBITDA

18,200

 

11,068

(1) Other compensation arrangements provided to the shareholders of VMTecnologia
(2) Represents payroll expenses resulting from one-time structural change made by the Company.

The following is a reconciliation of Operating Cash for the period, the most directly comparable IFRS financial measure, to Free Cash Flow for each of the periods indicated.


Quarter ended 
(U.S. dollars in thousands)

 

Sep 30, 2025

 

Sep 30, 2024

Operating Cash

10,462

 

16,564

Capitalized development costs

(4,537)

 

(5,670)

Acquisition of property and equipment

(2,071)

 

(776)

Free Cash Flow

3,854

 

10,118

 

 

 

 

The following is a reconciliation of OPEX for the period, the most directly comparable IFRS financial measure, to Adjusted OPEX for each of the periods indicated.


Quarter ended
(U.S. dollars in thousands)

 

Sep 30, 2025

 

Sep 30, 2024

OPEX

42,754

 

36,173

Stock Based Compensation

(2,469)

 

(2,896)

Depreciation & Amortization

(6,472)

 

(5,609)

Employment Benefit Cost(1)

(196)

 

(338)

Adjusted OPEX

33,617

 

27,330

 

 

 

 

(1) Other compensation arrangements provided to the shareholders of VMTecnologia