6-K
Nayax Ltd. (NYAX)
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 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2025
Commission file number: 001-41491
NAYAX LTD.
(Translation of registrant’s name into English)
Arik Einstein Street, Bldg. B, 1st Floor
Herzliya 4659071, Israel
(Address of principal executive offices)
_____________________
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 ☒ Form 40-F ☐
EXPLANATORY NOTE
On November 19, 2025, Nayax Ltd. (the “Company”) issued a press release titled “Nayax Reports Third Quarter 2025 Results”. A copy of the press release is furnished as Exhibit 99.1 hereto.
In addition, on November 19, 2025, the Company posted on its website a corporate presentation titled “Nayax Third Quarter 2025 Earnings Supplement”. A copy of the presentation is furnished as Exhibit 99.2 hereto.
The information in this Form 6-K (including Exhibits 99.1 and 99.2 hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as set forth by specific reference in such a filing.
EXHIBIT INDEX
The following exhibits are furnished as part of this Form 6-K:
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.
| NAYAX LTD. | |
|---|---|
| By: | /s/ Gal Omer |
| Name: Gal Omer | |
| Title: Chief Legal Officer |
Date: November 19, 2025
Exhibit 99.1
Nayax Reports Third Quarter 2025 Results
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, November 19, 2025 - 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<br> 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<br> 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<br> 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)<br> 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). |
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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%. |
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| • | Recurring revenue from SaaS and payment processing fees grew 29%, to $77.1 million and represented 74% of total revenue. |
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| o | 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. |
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| • | Hardware revenue increased by 18% to $27.2 million with strong demand for our products, solutions, and technology across all market segments. |
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| • | Gross margin improved to 49.3% from 45.7%, primarily due to: |
|---|---|
| o | 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<br> smart-routing capabilities. |
| --- | --- |
| o | 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. |
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| • | Operating profit was $7.8 million compared to $1.5 million in last year’s third quarter. |
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| • | Net income was $3.5 million compared to $0.7 million in last year’s third quarter. |
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| • | 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<br> 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. |
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| • | 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<br> 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 $156.2 million. |
| --- | --- |
3
Third Quarter 2025 Operational Metric Highlights
| Key Performance Indicators | Q3 2025 | Q3 2024 | Growth (%) |
|---|---|---|---|
| Total transaction value ($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. |
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| • | Take rate was 2.71% as the Company continues to expand into additional verticals and new geographies. |
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| • | 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%. |
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| • | The dollar-based net retention rate remained high at 122%, reflecting strong customer satisfaction, alongside a low customer churn rate of 2.8% |
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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<br> 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<br> toward simpler, more reliable EV charging as the market continues to grow quickly. |
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| • | 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<br> Onebeat’s analytics, merchants can improve stock availability, reduce overordering, and react more quickly to changes in customer behavior. |
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| • | 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<br> 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<br> 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
| • | Signed a non-binding letter of intent and exclusivity to acquire Integral Vending, Nayax’s exclusive distribution partner in Mexico. The move reflects Nayax’s continued focus on strengthening its position in the Latin American<br> market. The combination of Integral Vending and Nayax is aligned with the Company’s multi-year strategy to bring an offering of a more complete suite of tools for managing routes, operations, and payments for the Latin American market. |
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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.
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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.
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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 |
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| • | ISRAEL TOLL-FREE: 1-809-455-690 |
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| • | INTERNATIONAL: 1-201-689-8878 |
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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 |
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| • | Replay TOLL/INTERNATIONAL: 1-412-317-6671 |
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| • | Access PIN: 13756921 |
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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:<br><br> <br>Scott Gamm<br><br> <br>Strategy Voice Associates<br><br> <br>Scott@strategyvoiceassociates.com | Investor Relations Contact:<br><br> <br>Aaron Greenberg<br><br> <br>Chief Strategy Officer<br><br> <br>IR@nayax.com |
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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.
8
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.
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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.
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NAYAX LTD
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As of September 30, 2025
(Unaudited)
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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 |
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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 |
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NAYAX LTD
CONDENSED CONSOLIDATED STATEMENTS OF LOSS (UNAUDITED)
| Nine months ended<br><br> September 30 | Three months ended<br><br> 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 |
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NAYAX LTD
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE PROFIT (LOSS) (UNAUDITED)
| Nine months ended<br><br> September 30 | Three months ended<br><br> 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 |
15
NAYAX LTD
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)
| Share<br><br> capital | Additional paid in capital | Remeasurement of post-employment benefit obligations | Other capital reserves | Foreign currency translation reserve | Accumulated<br><br> deficit | Total<br><br> 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.
16
NAYAX LTD
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)
| Share<br><br> capital | Additional paid in capital | Remeasurement of post-employment benefit obligations | Other capital reserves | Foreign currency translation reserve | Accumulated<br><br> deficit | Total<br><br> 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.
17
NAYAX LTD
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
| Nine months ended<br><br> September 30 | Three months ended<br><br> 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 |
18
NAYAX LTD
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
| Nine months ended<br><br> September 30 | Three months ended<br><br> 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 |
19
IFRS to Non-IFRS Reconciliation
| Quarter ended<br><br> <br>(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. | |
| --- | --- |
20
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<br><br> <br>(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<br><br> <br>(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 | |
| --- | --- |
21
Exhibit 99.2
Third Quarter 2025 Earnings Supplement November 19, 2025
Important Disclosure 2 This presentation is intended to provide general information only and is not, and should not be considered, as an offer to purchase or sell the Company’s securities, or a proposal to receive such offers. In addition, this presentation is not an offer to the public of the Company’s securities. By attending or viewing this presentation, each attendee (“Attendee”) agrees that he or she (i) has read this disclaimer, (ii) is bound by the restrictions set out herein, (iii) is permitted, in accordance with all applicable laws, to receive such information, (iv) is solely responsible for his or her own assessment of the business and financial position of the Company and (v) will conduct his or her own analysis and be solely responsible for forming the Attendee's view of the potential future performance of the Company’s business. This presentation includes projections, guidance, forecasts, estimates, assessments and other information pertaining to future events and/or matters, whose materialization is uncertain and is beyond the Company’s control, and which constitute forward looking statements (within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Israeli Securities Law, 5728-1968). Many of the forward-looking statements contained in this presentation 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, expectations and evaluations relating to the Company’s business and financial targets and strategy, the integration of the Company’s technology in various systems and industries, the advantages of the Company’s existing and future products, timetables regarding completion of the Company’s developments and the Company’s intentions in relation to various industries, the Company’s intentions in relation to the creation of collaborations and engagements in licensing agreements, production and distribution in various countries, and other statements regarding our intent, belief or current expectations. 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 rates 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 ongoing 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; factors relating to acquisitions made by the Company, including our ability to effectively and efficiently integrate acquired businesses into our existing business; 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 provided in this presentation for any reason, to conform these statements to actual results or to changes in our expectations. In addition, the presentation includes data published by various bodies, and data provided to the Company in the framework of cooperation engagements, concerning the industry, competitive position and markets in which the Company operates, whose content was not independently verified by the Company, such that the Company is not responsible for the accuracy or completeness of such date or whether the data is up-to-date, and Company takes no responsibility for any reliance on such data. Management estimates contained in this presentation are derived from publicly available information released by independent industry analysts and other third-party sources, as well as data from the Company's internal research, and are based on assumptions made by the Company upon review of such data, and the Company's experience in, and knowledge of, the industry and markets in which the Company operates. Although the Company believes these management estimates are reasonable, projections, assumptions and estimates of the future performance of the industry in which the Company operates and the Company's future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described above. These and other factors could cause results to differ materially from those expressed in the estimates made by independent parties and by the Company. Industry publications, research, surveys and studies generally state that the information they provide has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this presentation. In addition to various operational metrics and financial measures in accordance with accounting principles generally accepted under International Financial Reporting Standards, or IFRS, this presentation contains Adjusted EBITDA, Free Cash Flow and Adjusted OPEX, each a non-IFRS financial measure provided to help evaluate our past results and future prospects. Please refer to the appendix for of this presentation for a definition of Adjusted EBITDA, Free Cash Flow and Adjusted OPEX as well as reconciliations of Adjusted EBITDA to net income (loss), Free Cash Flow to operating cash and Adjusted OPEX to OPEX. Due to the inherent difficulty in forecasting and quantifying the amounts of certain items that are necessary for such reconciliation, the Company is not able, without unreasonable effort, to provide a reconciliation of forward-looking Adjusted EBITDA to IFRS net income (loss), in particular because items such as finance expenses and issuance and acquisition costs used to calculate projected net income (loss) 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 less than projected Adjusted EBITDA (non-IFRS). The Company and its licensors have proprietary rights to trademarks used in this presentation. Solely for convenience, trademarks and trade names referred to in this presentation may appear without the “®” or “TM” symbols, but the lack of such references is not intended to indicate, in any way, that the Company will not assert, to the fullest extent possible under applicable law, its rights or the rights of the applicable licensor to these trademarks and trade names. This presentation also contains trademarks, trade names and service marks of other companies, which are the property of their respective owners and are used here for reference purposes only. Such use of other parties’ trademarks, trade names or service marks should not be construed to imply a relationship with, or an endorsement or sponsorship of the Company, by any other party.
Today’s Presenters 3 Yair Nechmad CEO & Co-Founder Sagit Manor CFO
Simplifying commerce and payments for retailers, driving growth while optimizing operations and enhancing consumer engagement Our Mission Vending Amusement Self-Service Kiosks Laundromats Car Wash & Air Vac Kiddie Rides Food Trucks Restaurants Micro Markets EV Energy Massage Chair Parking 4
Q3 2025 Highlights 5
12 Global Offices No. of Employees 1,200+ Countries with devices 120+ Payment Methods 80+ Markets with distributors 80+ Currencies 50+ Languages 35 Company Overview Q3 2025 Revenue $104.3M Q3 24: $83.0M ▲26% Recurring revenue $77.1M Q3 24: $59.9M ▲29% Gross Margin 49.3% Q3 24: 45.7% ▲3.6% Adj. EBITDA (2) $18.2M Q3 24: $11.1M ▲64% Transaction value processed $1.76B Customers 110K Managed & connected devices 1.43M Revenue churn (4) 2.8% Q3 24: $1.31B ▲35% Q3 24: 91K ▲21% Dollar-basednet retention rate (3) 122% Q3 24: $1.23M ▲17% Constant currency revenue. Please refer to the Appendix for a definition of constant currency Adjusted EBITDA is a non-IFRS financial measure. Please refer to the Appendix for a definition of Adjusted EBITDA and for a reconciliation of Adjusted EBITDA to the most directly comparable IFRS measure. Net retention rate based on SaaS revenue and payment processing fees. Please refer to the Appendix for the definition of NRR Revenue Churn is a non-IFRS financial measure. Please refer to the Appendix for a definition of Revenue Churn. Canada USA UK Israel Germany Australia China Japan South Africa Brazil New Zealand Netherlands 2024 Revenue $314.0M $315.2M (1) 2023: $235.5M ▲33%
Strong growth Q3 2025 Key Highlights1 Revenue increased 26% to $104.3 million, driven by both new and existing customer expansion Organic revenue (2) growth for the quarter was 24.7%. Recurring revenue grew 29% to $77.1 million and represented 74% of total revenue Number of customers increased 21% to nearly 110k Total transaction value increased 35% to $1.76 billion Total number of transactions increased 21% to 736 million Managed and connected devices increased 17% to 1.43 million KPIs Profitability Gross Margin increased significantly to 49.3% from 45.7%, driven by processing margin improvement as a result of favorable renegotiation of key contracts with several bank acquirers and improved smart-routing capabilities. In addition, HW margin increased due to continued optimization of our supply chain infrastructure, and better component sourcing and cost Adjusted EBITDA(3) increased to $18.2 million, representing 17.5% of total revenue. An improvement from 13.3% of total revenue in Q3 2024 Net Income increased to $3.5 million, a significant improvement compared to $0.7 million in the prior year period All comparisons are relative to the second quarter and three-month period ended September 30, 2024 (the “prior year period”). 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. Q3 2025 includes $0.76 million of revenues from recent acquisitions. Please refer to the Appendix for a definition of Organic Revenue. Adjusted EBITDA is a non-IFRS financial measure. Please refer to the Appendix for a definition of Adjusted EBITDA and for a reconciliation of Adjusted EBITDA to the most directly comparable IFRS measure.
Key Developments and Customer Success Stories Signed a non-binding letter of intent and exclusivity to acquire Integral Vending, Nayax’s exclusive distribution partner in Mexico. The move reflects Nayax’s continued focus on strengthening its position in the Latin American market. The combination of Integral Vending and Nayax would bring an offering of a comprehensive suite of tools for managing routes, operations, and payments for the Latin American market. 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 drivers to pay. 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 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. 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. 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. Autel, one of the fastest-growing EV charging suppliers worldwide with 53% year-over-year revenue growth in 2024, will integrate Nayax’s flexible payment infrastructure into its high-performance AC/DC charger products. The partnership enables faster deployment for operators and improves the charging and payment experience for drivers.
Highly Attractive Customer Base And Global Reach Low Customer Concentration Global Revenue Diversification Q3 2025 Q3 2025
Rapid and Sustainable Revenue Growth Highlights 2024 revenue grew 33% to $314.0 million, and 34% to $315.2 million on a constant currency (2) basis YoY 2025 Guidance of 27%-29% growth assumptions. 2024 v 2021 Constant currency basis. Please refer to the Appendix for a definition of constant currency 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. Q3 2025 includes $0.76 million of revenues from recent acquisitions. Please refer to the Appendix for a definition of Organic Revenue. CAGR(1) +38.1% ▲ 10 Annual Revenue ($M) Quarterly Revenue ($M) QoQ +25.7% ▲ Highlights for the quarter Strong Q3 2025 growth of 26% QoQ driven by both new and existing customer expansion, adding nearly 5,000 customers this quarter Organic revenue (3) growth for the quarter was 24.7%. Recurring revenue increased by 29% compared to Q3 2024 and represented 74% of our total revenue in Q3 2025. Payment processing fees increased 33% SaaS revenue increased 23%
Processing Revenue & Take Rate(1) CAGR +54.2% ▲ 11 Annual Processing Revenue ($M) Quarterly Processing Revenue ($M) QoQ +32.5% ▲ Please refer to the Appendix for a definition of take rate Take rate for the period excludes certain gateway fees included in processing revenue and not reflected in our total transaction value. Highlights for the year Payment processing fees increased by 45% YoY in 2024 Processing take rate increased to 2.73%(2) from 2.53% driven by a shift in regional and vertical mix Transaction value increased to $4.9 Billions from $3.6 Billions Number of transactions increased to 2.4 Billions from 1.8 Billions Highlights for the quarter 32.5% increase in processing revenue as the market continues its cash-to-cashless conversion, driven by: 17% increase in our installed base of managed and connected devices 35% increase in dollar transaction value With a take rate of 2.71%
Continued Gross Profit Expansion CAGR +43.2% ▲ 12 Annual Gross Profit ($M) Quarterly Gross Profit ($M) QoQ +35.3% ▲ Highlights for the year Significant increase in gross margin to 45.1% driven by the improvement in operational efficiencies and continued streamlining of supply chain as well as the reduction in processing costs Integrated POS margin improved to 30.1% from 18.9%, while payment processing margin increased to 34.0% from 29.1% compared to prior year Highlights for the quarter Gross margin increased to 49.3% from 45.7% in last year’s quarter mainly due to Recurring margin increased to 53.6% from 50.1%, as we benefited from favorable renegotiation of key contracts with several bank acquirers and improved our smart-routing capabilities Hardware margin increased significantly to 37.0%, compared to 34.4%. Driven by the continuing optimization of our supply chain infrastructure, and better component sourcing at lower cost
Disciplined Cost Management Reflected in Adjusted OPEX Margin 13 Annual Adjusted OPEX(1) ($M) Quarterly Adjusted OPEX(1) ($M) Highlights for the year Ongoing improvement in adjusted OPEX as a percentage of revenue to 34% reflects increasing operating leverage in the business Highlights for the quarter Adjusted OPEX as a percentage of revenue decreased to 32.2%, a testament to our disciplined cost management Adjusted OPEX is a non-IFRS financial measure. Please refer to the Appendix for a reconciliation of Adjusted OPEX to the most directly comparable IFRS measure.
Improving Profitability from Operating Leverage YoY(2) +125% ▲ 14 Annual Operating Profit(1) ($M) Quarterly Operating Profit(1) ($M) QoQ +420% ▲ % Operating Profit out of revenue Full year 2024 v full year 2023 Highlights for the year We achieved positive operating profit of $3.1 million for the year, an improvement of $15.5 million from an operating loss of $12.4 million in 2023 Highlights for the quarter Operating profit was $7.8 million, an improvement of $6.3 million from an operating profit of $1.5 million in last year’ third quarter This significant operating profit increase is driven by improved gross margins
Efficiently Scaling the Business & Driving Margin Expansion YoY(2) +332.9% ▲ 15 Annual Adj EBITDA(1) ($M) Quarterly Adj EBITDA(1) ($M) QoQ +64% ▲ % Adjusted EBITDA out of revenue. Adjusted EBITDA is a non-IFRS financial measure. Please refer to the Appendix for a definition of Adjusted EBITDA and for a reconciliation of Adjusted EBITDA to the most directly comparable IFRS measure. Full year 2024 v full year 2023 Highlights for the year Adjusted EBITDA of $35.5 million in 2024 increased significantly from $8.2 million in 2023, an improvement of $27.3 million This impressive growth demonstrated solid operating leverage as a result of profitable expansion, improving gross & operating margins, while strategically investing in growth opportunities Highlights for the quarter Adjusted EBITDA increased to $18.2 million, representing 17.5% of revenue, compared to 13.3% of revenue, a solid improvement of more than $7.2 million compared to Q3 2024 This represents the Company’s continued path to profitable growth
2025 Outlook(1) Guidance Assumptions Revenue is projected on a constant currency basis Customer demand continues to be strong Assumes no material changes in macroeconomic conditions Metric FY 2025 Revenue $400m - $405m Organic Revenue(2) At least 25% Adjusted EBITDA(3) $60m - $65m Free Cash Flow(4) At least 50% Free Cash Flow conversion from Adjusted EBITDA Due to the inherent difficulty in forecasting and quantifying the amounts of certain items that are necessary for such reconciliation, the Company is not able, without unreasonable effort, to provide a reconciliation of forward-looking Adjusted EBITDA to IFRS net income (loss), in particular because 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). 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. Q3 2025 includes $0.76 million of revenues from recent acquisitions. Please refer to the Appendix for a definition of Organic Revenue. Adjusted EBITDA is a non-IFRS financial measure. Please refer to the Appendix for a definition of Adjusted EBITDA Free Cash Flow is a non-IFRS financial measure. Please refer to the Appendix for a definition of Free Cash Flow
Assumes no material changes in macroeconomic conditions Strong 2028 growth drivers with large addressable market and continued strong secular tailwinds Due to the inherent difficulty in forecasting and quantifying the amounts of certain items that are necessary for such reconciliation, the Company is not able, without unreasonable effort, to provide a reconciliation of forward-looking Adjusted EBITDA to IFRS net income (loss), in particular because 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). Adjusted EBITDA is a non-IFRS financial measure. Please refer to the Appendix for a definition of Adjusted EBITDA 2028 Outlook Revenue Growth Reaffirming 2028 outlook of 35% annual growth, driven by organic growth initiatives and strategic M&A Gross Margin Target of 50%Main drivers: as we continue to drive high margin SaaS revenues and operational efficiency Adjusted EBITDA (2) Target of 30% Guidance Assumptions 2028 Outlook(1)
Appendix 18
Complete end-to-end solutions secure solid recurring revenue Device Revenue VPOS Touch All-in-one cashless card reader and telemetry device Purchase fee per sold connected POS Onyx VPOS Media Nova Market Competitive Price to Attract Customers 1. Hardware 2. SaaS 3. Processing Fee 74% Recurring Revenue 2.71% Payment Take Rate (1) 122% Dollar Based Net Retention Rate (2) SaaS management system for enhanced business optimization Monthly subscription fee (SaaS) per connected POS Global, localized cashless payment acceptance for maximized conversion Full payment suite – EMV Payments, Prepaid System, Payments API APMs, Licensed financial institution Processing fee as % of transaction value Please refer to the Appendix for a definition of take rate Net retention rate based on SaaS revenue and payment processing fees. Please refer to the Appendix for the definition of NRR Recurring Revenue
Large Underpenetrated Core Market with Long Runway for Increased Acceptance of Cashless Source: MarketsandMarkets Research Report Growth is expected to be fueled by emerging verticals such as ticketing, amusements, laundromats, and EV charging Cashless Transaction Value by Vertical $257bn Large and growing market. The number of unattended machines is expected to grow from 45m in 2024 to 60m by 2029 The growth in cashless unattended transaction volume will be driven by the conversion of existing cash-only machines to connected machines and the increased adoption of unattended cashless machines Cashless payment volume in unattended retail estimated to significantly increase globally from 2025 to 2029 Commentary 2021-2025E CAGR 21% 2025E-2029E CAGR 19%
Advance Strategy for Sustained Long-Term Profitable Growth Expand Internationally Enter Emerging, High-Growth Verticals Retain And Grow With Existing Customers Innovate & Develop New Solutions Win New Large Enterprise and SMB Customers Globally as well as OEM Expanding through M&A to new markets with new channels/ technology
Driving Growth with One Complete Solution for all Retailers Global Cashless Payments Acceptance Multiple Integrated POS VPOS Touch Nova Market Management Platform Loyalty & Marketing Solutions Financing & Banking Multiple unattended retail verticals Automated Self Service Hospitality & Retail Robust solution for numerous retail verticals Complete electric vehicle charging & payment solutions Energy & Mobility
Our Differentiated Go-To-Market Strategy Global Offices 12 *POS devices Distributors 80+ Global OEM Partners 3,100+ Resellers 1,090 Online eShops 14 Financial Partners 50 Nano 1-25* SMB 26-3,000* Enterprise > 3k* As of 31st of March 2025
IFRS to Non-IFRS Reconciliation Other compensation arrangements provided to the shareholders of VMTecnologia Represents payroll expenses resulting from one-time structural change made by the Company. 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) expenses(2) 766 - Share of loss of equity method investee - 347 ADJUSTED EBITDA 18,200 11,068
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 IFRS to Non-IFRS Reconciliation 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 Other compensation arrangements provided to the shareholders of VMTecnologia
Key Definitions 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. Dollar-based net retention rate 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. These 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. Constant Currency Adjusted EBITDA is a non-IFRS financial measure that we define as profit or loss for the period plus finance expenses, tax expense, depreciation and amortization, share-based compensation costs, non-recurring issuance and acquisition related costs and our share in losses of associates accounted for by the equity method. Adjusted EBITDA Devices that are integrated with our platform services, either sold or leased by us, enabling seamless connectivity, data exchange, and service management. These devices operate within our ecosystem, ensuring optimized performance and enhanced user experience. Connected Devices Devices that are operated by our customers. Managed & Connected Devices Customers that contributed to Nayax revenue in the last 12 months. End Customers SAAS revenue and payment processing fees. Recurring Revenue The percentage of revenue lost as a result of customers leaving our platform in the last 12 months. Revenue Churn Revenue generated within a given cohort over the years presented. Each cohort represents customers from whom we received revenue for the first time, in a given year. Existing Customer Expansion Net cash provided from operating activities minus capitalized development costs and acquisition of property and equipment. Free Cash Flow Third-party devices on which we provide a software solution, enabling functionality, monitoring, and management without direct ownership or control over the hardware. Managed Devices Total OPEX excluding stock base compensation, depreciation and amortization Adjusted OPEX 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 Take Rate A financial metric that measures the average recurring revenue generated per connected device over a 12 months trailing period. ARPU 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. Organic Revenue
Aaron Greenberg Chief Strategy Officer ir@nayax.com IR Contact Thank You! ir.nayax.com Website