Boku, Inc.

("Boku" or the "Company" and, together with its subsidiaries, the "Group")

 

Audited Results for the year ended 31 December 2025

 

Profitable growth driven by scale, diversification and financial strength

Strong momentum and clear strategic priorities

Medium term guidance unchanged

 

Financial highlights	FY 2025	FY 2024	Movement
	$'m	$'m
Direct Carrier Billing 1	70.4	64.6	+9%
Digital Wallets & Account to Account 1	43.5	26.0	+67%
Bundling 1	14.9	8.7	+71%
Total Group revenue	128.8	99.3	+30%
Adjusted EBITDA2,3	41.3	30.3	+36%
Adjusted EBITDA margin2,3	32.1%	30.5%	+1.6pp
Operating profit	18.9	6.2	+205%
	31 Dec 2025	31 Dec 2024	Movement
Group cash	245.6	177.3	+39%
Own cash2	102.9	80.2	+28%

 

Operational highlights	FY 2025	FY 2024	Movement
Monthly Active Users1 (m) in December	114.4	87.1	+31%
Total Payment Volume1 ($bn)	15.7	12.4	+27%
Blended take rate1	82bps	80bps	+2bps

 

 

Stuart Neal, Chief Executive Officer, commented: "This was a year of very strong growth for Boku as we capitalised on our position at the centre of the structural shift towards Local Payment Methods ("LPMs"). We delivered revenue growth of 30%, tracking ahead of the medium term guidance we set in March 2025, while we continued to maintain an adjusted EBITDA margin of above 30%. These results demonstrate continued progress on our multi-year transformation journey.

 

Rapid growth in our Digital Wallets & Account to Account and Bundling products was an important driver, while Direct Carrier Billing also performed well. We delivered new connections across our LPM network, increased Monthly Active Users and Total Payment Volume, and supported merchants in acquiring millions of new subscribers through our Bundling product. At the same time, we strengthened our payment license footprint and cross-border money movement capabilities, enhancing our competitive position and the scalability of our platform.

 

As global e-commerce becomes increasingly dependent on a diverse range of payment methods, our role as a growth partner to global merchants around the world continues to deepen. We enter 2026 with great momentum, a clear strategy and a strong financial position that provides the flexibility to support substantial long-term growth."

 

FINANCIAL HIGHLIGHTS

Group revenue +30% driven by strong growth in Digital Wallets & Account to Account and Bundling

•	Group revenue increased to $128.8m (FY 2024: $99.3m) representing growth of 30% or 29% on a Constant Exchange Rate2 ("CER") basis.
•	Digital Wallets & Account to Account ("A2A") revenues grew by 67%, accounting for 34% of total revenues (FY 2024: 26%), underpinned by expanding merchant adoption of Local Payment Methods ("LPMs"), particularly in EMEA and APAC. This included c.$3m from launch-phase pricing related to a single Digital Wallet connection in H1 2025.
•	Direct Carrier Billing ("DCB") revenues increased by 9% year-on-year, representing 55% of total Group revenues (FY 2024: 65%), reflecting continued steady demand from both existing and new merchants.
•	Bundling revenues increased by 71% year-on-year, contributing 11% of total revenues (FY 2024: 9%), capitalising on growing merchant demand for promotional consumer acquisition solutions outside of DCB.
•	Blended take rates remained broadly stable at 82bps (FY 2024: 80bps).

 

Adjusted EBITDA +36% to $41.3m (FY 2024: $30.3m), with adjusted EBITDA margin increasing to 32.1% (FY 2024: 30.5%) funding continued targeted investment

•

As previously announced, foreign exchange costs related to currency conversion services of c.$2.4m (FY 2024: c.$1.1m) are now included in adjusted EBITDA, reflecting a refined methodology to better align revenue with associated costs. Without this change, the FY 2025 adjusted EBITDA margin would have been 34.0% (FY 2024: 31.6%).

 

Operating profit increased by $12.7m to $18.9m in FY 2025 (FY 2024: operating profit of $6.2m) driven by the adjusted EBITDA growth providing clear evidence that the business is scaling efficiently.

 

Continued strong cash generation and robust balance sheet supporting financial flexibility

•	Total Group cash of $245.6m, up 39% from $177.3m at 31 December 2024.
•	Own cash grew by 28% to $102.9m, up from $80.2m at 31 December 2024. This includes the impact of the repurchase of 5.8m Boku shares for $12.3m.
•	4 million were shares repurchased in January-February 2026, at a total cost of $11.9m.
•	The Group remains debt free.

 

OPERATIONAL PERFORMANCE

Continued to partner with global merchants to reach new consumers in both existing and new markets  

•	Monthly Active Users ("MAU") in December 2025 +31% to 114.4m (87.1m in December 2024).
•	Total Payment Volume ("TPV") +27% to $15.7bn (FY 2024: $12.4bn). On a CER basis, TPV was 25% higher than FY 2024.
•	We delivered 132 new payment connections1 for our merchants (FY 2024: 131) enabling access to a broader base of consumers worldwide, supporting their continued expansion.
•	Our Bundling product helped our merchants acquire millions of new subscribers during the year.
•	We also successfully onboarded new merchants in 2025 and commenced a number of negotiations for new merchant partnerships that we expect to go live in 2026.

 

Targeted investment during the year to support revenue growth and diversification, product innovation and operational efficiency

 

•	Continued investment in readiness to participate in A2A schemes such as PIX and UPI, alongside further development of go-to-market and channel partnership strategies.
•	Continued investment in money movement capabilities, supported by an expanding banking and liquidity partner network.
•	Launched an Innovation Hub in Singapore to support the development of new payment capabilities, including pay-outs and stablecoin.
•	Ongoing enhancement of operational infrastructure, leveraging automation and AI capabilities to improve scalability.

 

OUTLOOK

Medium term guidance set in March 2025 remains unchanged

 

While annual growth rates may vary, we expect organic revenue growth exceeding 20% on a compound annual growth rate (CAGR) basis over the medium term. We also expect an adjusted EBITDA margin exceeding 30% with progressive accretion from 2026 as we benefit from the operational leverage generated by our ongoing investments.  

 

¹ For a full list of definitions and abbreviations used by the Group, refer to the Glossary at the end of this announcement.

² These represent alternative performance measures (APMs) for the Group. Refer to the APM section at the end of this announcement for a summary of APMs used, together with their definitions.

³ Costs relating to currency conversion services of c.$2.4m (2024: c.$1.1m) have been incorporated into adjusted EBITDA, reflecting a refined methodology to better align revenue and associated costs. Comparative information for 2024 has been re-presented accordingly.

 

Non-Executive Director Update

 

As separately announced today Jon Prideaux, currently a Non-Executive Director and formerly Chief Executive Officer of Boku, has decided to step down from the Board immediately prior to the Company's next Annual General Meeting.  On behalf of the whole Board we thank Jon for his long and distinguished career at Boku.

 

Results Briefing

 

The Company's management will host a presentation and Q&A session for sell-side analysts and investors on the day of the results at 9.30 a.m. GMT.

 

To register for the event, please use the following link: https://storm-virtual-uk.zoom.us/webinar/register/WN_rHwhV2JhR8OXRTtcAj3dug#/registration

 

Enquiries:
Boku, Inc.
Stuart Neal, Chief Executive Officer	Via Headland Consultancy
Rob Whittick, Chief Financial Officer
Investec Bank plc (Nominated Adviser and Joint Broker)	+44 (0)20 7597 5970
Nick Prowting / Kamalini Hull / James Smith
Peel Hunt LLP (Joint Broker)	+44 (0)20 7418 8900
Neil Patel / Ben Cryer / Kate Bannatyne
Headland Consultancy (Financial PR & IR)	+44 (0)20 3805 4822
Matt Denham / Henry Wallers / Georgina Powley

 

Notes to editors

 

Boku Inc. (AIM: BOKU) is a global network of Local Payment Methods (LPMs). Through a single integration, Boku provides its merchants with access to a comprehensive network of Direct Carrier Billing (DCB), Digital Wallets and Account-to-Account (A2A) real-time payment schemes, reaching over 7 billion consumer payment accounts worldwide. Boku also enables merchants to promote and distribute their services via its Bundling product and provides additional value-added services, including currency conversion and cross-border funds settlement, facilitating international expansion.

 

Boku's merchants include the world's largest technology, media and entertainment companies, who trust the Group to simplify their integration to hundreds of LPMs, acquire new paying users and prevent fraud.

 

Boku Inc. was incorporated in 2008 and is headquartered in London, UK, with offices in the US, India, Brazil, China, Estonia, France, Germany, Indonesia, Ireland, Japan, Singapore, Spain, Taiwan and Vietnam. 

 

To learn more about Boku Inc., please visit: https://www.boku.com

 

Chair's Statement

As I assume the role of Chair, I would like to take this opportunity to thank my predecessor, Richard Hargreaves, for his outstanding leadership and commitment to the Company. During his nine-year tenure, latterly as Chair, Richard helped guide the Company through its admission to AIM and a period of significant growth, helping to shape the strategic direction of the business and strengthening its governance structures for long-term success. On behalf of the Board and our shareholders, I extend our appreciation for his significant contribution.

As announced today, Jon Prideaux has confirmed his intention to stand down from the Board at the next Annual General Meeting on 17 June 2026. Jon joined Boku in 2012, becoming CEO in 2014 and took the Company public in 2017.  Jon stepped back to become a Non-Executive Director at the end of 2023. Our heartfelt thanks go to Jon for all he has contributed to Boku. We wish him well in his future ventures.

I would also like to express my gratitude to my fellow Directors for the warm welcome and support they have shown me since my appointment. My particular thanks go to the Executive Directors, Chief Executive Officer Stuart Neal and Chief Financial Officer Rob Whittick for their generous support during my induction and for the leadership they continue to demonstrate. I also value their active engagement with both current and prospective shareholders through regular meetings, including at our successful and well-attended Capital Markets Event in October.

Profitable growth and financial strength

The global payments landscape continues to evolve rapidly, creating significant opportunity for businesses with the scale, licensing and infrastructure to operate globally. Boku's global Local Payment Method (LPM) network together with its regulatory footprint and banking infrastructure provide a strong foundation from which to capture this opportunity.

Against this backdrop, 2025 marked a year of meaningful progress for the Group, with revenue and adjusted EBITDA growth reflecting momentum across the business. At the same time, the Group remains debt free and continues to generate cash providing flexibility to invest in future growth. The Board maintains its focus on disciplined capital allocation and the delivery of sustainable long-term value for shareholders.

Executing the strategy

Alongside this strong financial delivery, the Group continued to advance its 'perform, transform and innovate' agenda, as outlined in the Chief Executive Officer's statement. The Board has been encouraged by the disciplined execution across these dimensions, delivering growth today while strengthening the operational, regulatory and technological foundations for the next phase of development. As the market opportunity expands, the Board is aligned behind management's refined strategic priorities and continues to oversee their execution.

 

Governance, resilience and operational discipline

The Group is committed to the highest standards of corporate governance. The Corporate Governance report on page 30 sets out in more detail how we have complied with the Quoted Companies Alliance Corporate Governance Code (the "QCA Code").

During the year, the Board focused on setting and overseeing the Company's strategic direction, monitoring performance against agreed objectives, and ensuring that robust systems of risk management and internal control are in place. We regularly review our governance arrangements to ensure they remain appropriate to the scale, complexity and evolving needs of the business. This included a comprehensive review of Matters Reserved to the Board for Decision during the year. Consideration is also being given to the Board Committee structure to ensure it continues to meet the needs of the business.

As Boku continues to scale, strong governance, operational resilience and increasingly data-driven decision-making are critical to sustaining performance and managing complexity. Accordingly, the Board has maintained close oversight of investments in treasury, finance transformation, compliance infrastructure and risk management capabilities to ensure the Group grows in a controlled and sustainable manner.

With licences to move money across multiple markets and a network spanning hundreds of LPMs globally, the Group requires robust systems and strong regulatory infrastructure. The Board is satisfied that the Group has the appropriate resources and expertise to scale responsibly, maintain the trust of merchants, regulators, partners and shareholders, and meet its broader environmental, social and governance responsibilities.

Our people and culture

Boku's performance in 2025 is a testament to the quality and dedication of our people. As the business grows in scale and complexity, the Board remains closely engaged with leadership on talent development, diversity, succession planning and employee engagement, recognising that a strong and inclusive culture is fundamental to sustained performance.

Looking ahead

The opportunity ahead for Boku remains significant. The Board's focus will be on ensuring the Group continues to scale with discipline, maintains its strong financial position and executes against its clear strategic pillars.

As I begin my tenure as Chair, I do so with confidence in the quality of the business, the clarity of its strategy and the strength of its leadership. I look forward to working closely with my fellow Directors and the executive team to continue to build sustainable long-term value for all stakeholders as we execute on our growth strategy.

On behalf of the Board, I would like to thank the executive leadership team and all Boku employees for their dedication throughout the year. We also extend our gratitude to our merchants, partners and shareholders for their continued trust and support.

 

Richard Pennycook CBE

Non-Executive Chair

17 March 2026

 

Chief Executive Officer's Statement and Strategic Report

 

A rapidly growing market in structural transition

The global payments industry is undergoing a profound and irreversible shift. Payment methods once described as "alternative" are now firmly mainstream. Consumers around the world are increasingly choosing mobile‑native, locally relevant payment methods including Digital Wallets, Account‑to‑Account (A2A) schemes, buy‑now‑pay‑later solutions and Direct Carrier Billing (DCB).

This shift is being accelerated by three powerful and reinforcing forces:

•	Rapid consumer adoption of intuitive, interactive mobile-first payment experiences, driven by the global proliferation of smartphones and digital connectivity.
•	Central bank and regulatory action to repatriate domestic payment infrastructure, reducing reliance on international card schemes and accelerating financial inclusion for those previously using cash.
•	A clear merchant pull, as global businesses seek faster, cheaper and more efficient ways to get paid while avoiding the friction and cost of multilateral interchange fees.

Together, these forces are reshaping global commerce. This represents both a challenge and a significant opportunity for merchants intent on expanding internationally. This evolution was a key theme in our recent Capital Markets Event.

Supporting merchant growth through payment diversification

Having now spent two years as CEO, I reflect on the important role that Boku performs for its merchants, who are some of the world's largest global enterprises. At its core, it is about growth. We enable our merchants to grow effectively and efficiently around the world, and this is central to our value proposition.

Boku facilitates this growth in a number of ways.

Firstly, we connect merchants to Local Payment Methods (LPMs) globally, allowing them to offer greater payment choice and widening their pool of prospective paying consumers beyond traditional card users. Importantly, this is not simply a shift away from cards. In many of the markets where our merchants wish to expand into and operate, card penetration has historically been low or non-existent. By offering LPMs, merchants reach consumers who would otherwise be unable to transact, with many regions moving directly from cash to LPMs and bypassing cards altogether. This dynamic is a key driver of the expanding global e-commerce market, which by 2028, is expected to reach c.$11 trillion, with LPMs projected to account for c.60% of total transaction value.¹

Secondly, our extensive network of partners provides new distribution channels for our merchants enabling them to offer their products to millions of captive consumer populations, via Mobile Network Operators, Digital Wallets, cable TV companies and more. This is what we refer to as Bundling, and it offers a highly cost-effective customer acquisition channel for our merchants.

Finally, we simplify global expansion. Growing cross-border is tricky, even for the largest enterprises. Not every merchant wishes to be regulated in every single market, nor do they wish to have the extensive infrastructure required to facilitate these transactions. Boku helps to deal with this complexity through its regulatory licences and established banking and liquidity infrastructure together with foreign currency conversion and cross-border settlement capabilities.

Being a growth partner is key to Boku's ongoing success and firmly aligns our company goals to the goals of our merchants. They grow; we grow.

With this in mind, we continue to focus on ways to innovate and add value to our merchants.

Boku's role: the convening network

LPMs are, by design, local. They are typically built to serve domestic commerce, are technologically diverse and are rarely optimised for cross‑border use. For global merchants, integrating and operating all these payment methods would be complex, costly and impractical.

Boku exists to solve this problem. Our mission is to simplify global expansion for our merchants by providing seamless access to the world's most popular payment methods. Through a single integration Boku provides access to over 7 billion consumer payment accounts across over 60 countries, offering consumers the freedom to buy what they want, the way they want, typically using their preferred payment method in their domestic currency. Boku has payment licences and registrations to move money across over 40 markets, supported by a banking infrastructure which includes over 200 bank accounts primarily provided by tier one banks. This proprietary "collections and conversion" capability enables merchants to launch new markets quickly while seamlessly converting and settling funds across borders.

At the core of this capability is Boku's global LPM network, spanning hundreds of LPMs across APAC, Europe, the Middle East, Africa and Latin America. This network, combined with our licensing footprint, banking partnerships and operational expertise, positions Boku at the centre of the rapidly expanding LPM ecosystem.

2025: Another year of strong, profitable growth

I am pleased with the continued progress we have made in executing our vision to be the world's best local payments partner for global commerce. We delivered another strong financial performance, deepened relationships with our largest global merchants, onboarded exciting new merchants and targeted our investment in the capabilities required to support the next phase of our development.

With revenue up 30% year on year, or 29% on a Constant Exchange Rate² (CER) basis, we continued to meet our commitment to deliver compound annual revenue growth above 20% over the mid-term. We also sustained adjusted EBITDA margins above 30%, while continuing to invest in our platform, product set and organisational depth.

Our portfolio approach to innovative payment products underpins this performance.

DCB remains a resilient and valuable product, providing a mini line of credit for consumers who have post-paid contracts with their Mobile Network Operators. It continues to be a popular form of payment for digital subscriptions and content purchases in highly developed markets. At the same time, Digital Wallets & A2A schemes are growing rapidly within our portfolio and now represent a progressively larger share of volumes and revenues. Whilst DCB represents an alternative form of credit, Digital Wallets function as an online mobile-first debit product, and A2A is displacing cash as more consumers become financially included via their mobile device. Together, these LPMs accounted for almost 90% of Boku's revenue during 2025.

Bundling, which now extends beyond DCB providers, has also accelerated at pace, demonstrating the growing effectiveness of distribution through established digital ecosystems for our merchants. During the year we helped our merchants acquire millions of new subscribers, driving Bundling to grow by c.70% and contribute over 10% of revenues in 2025.

Importantly, all this progress was achieved from a position of financial strength as we continue to remain debt free and highly cash generative. With own cash of more than $100m at the year end, we have the flexibility to continue to invest organically, pursue selective acquisitions where appropriate, and create long term value for our shareholders.

This combination of performance and investment underpins our confidence in the strength and resilience of our business model.

Performing, transforming and innovating

Throughout 2025, Boku continued to perform, transform and innovate. Delivering on these three elements in parallel has been central to our success in 2025 and our ability to take advantage of the market opportunity ahead.

•	Perform: We saw a strong performance across the business, adding new merchants, increasing connections, and growing Total Payment Volumes and Monthly Active Users. In Q4, we reached a milestone of over 100 million consumers transacting through the Boku platform in a single month. This operational momentum was matched by continued diversification across our portfolio, with c.45% of total revenue now coming from non-DCB products. In particular, we are increasingly helping our merchants to promote and distribute their subscriptions through third parties via our popular Bundling product.   At the same time, we continued to invest in initiatives that enhance our global reach and deepen our ability to support merchant growth. During 2025, we expanded our regulatory footprint across several key markets. In Brazil, we secured Payment Institution authorisation, strengthening our ability to participate in the country's Open Finance and PIX ecosystems, which we expect to make available to merchants in 2026. In India, we received final approval for our cross-border product, supporting continued expansion of UPI-enabled and cross-border payment capabilities, and in the United Kingdom, we obtained Payment Initiation Service Provider authorisation, supporting future A2A propositions and Faster Payments connectivity.   We also made good progress on a focused go-to-market strategy targeting digital commerce merchants that can benefit from our global LPM network, supported by senior commercial hires and continued investment across sales, marketing, product, compliance and operations. In parallel, we are expanding channel partnerships and pioneering a new Payment Facilitator (PayFac) model for LPMs that can become the conduit that connects partners to multiple LPMs globally.
•	Transform: We remained focused on improving operational efficiency as volumes across the network increase. During the year, we continued to strengthen core finance, banking, treasury, operations and compliance capabilities to support business growth and effective risk management. In particular, we progressed work on upgrades to our payment operations infrastructure, focused on improving straight-through processing, expanding cross-border money movement and strengthening our global treasury capabilities. These capabilities are critical in a highly regulated industry where trust, resilience and compliance matter deeply and form an important part of our competitive edge.   Alongside these infrastructure investments, we continued to strengthen our organisational capabilities and operational leadership to ensure the business scales with discipline and control. As Boku grows in size and complexity, building depth and succession across key functions remains a clear priority.
•	Innovate: Innovation remains central to our culture and a core differentiator for Boku. During the year, we advanced our platform beyond core payment processing, investing in automation, AI and data driven capabilities to enhance transaction conversion rates, settlement speed and scalability for our merchants, while reducing friction across the payment journey.   In November 2025, we announced the creation of an Innovation Hub based in Singapore, a key region for our business and a part of the world that is seeing rapid developments in payments innovation. The Hub brings together a dedicated team working on FX solutions, payouts and emerging technologies, including AI and digital assets (stablecoin), enabling the development of payment infrastructure that reduces complexity for our merchants while expanding their global reach.

A clear growth strategy

The opportunity in front of Boku is substantial, with a target addressable market in the trillions of dollars. Global commerce is becoming more localised in how consumers pay, yet more global in how merchants operate. Boku sits at the intersection of these trends.

As the market has continued to evolve, so too has our strategy for capturing the growth opportunity ahead.  As we move into 2026, our strategic execution is focused on four clear pillars that will guide our priorities and investment decisions. These priorities will be pursued while maintaining financial discipline and a strong balance sheet.

•	Deepen merchant partnerships: Our existing merchants are our greatest asset and the primary engine of value creation. Many of the world's largest digital and technology companies already trust Boku to support their global expansion. As they enter new markets and deepen penetration in existing ones, they increasingly rely on us to add leading LPMs, enable new use cases and improve conversion and customer lifetime value. The addition of recently secured regulatory authorisation in major real-time payment markets further strengthens this capability.   We remain committed to acting as a strategic growth partner for our merchants. We will continue to support their market expansion, launch Bundling campaigns, add new LPMs and capabilities and align ourselves directly with their success.
•	Diversify revenues: We will also continue to broaden our revenue mix beyond DCB, accelerating growth in Digital Wallets, A2A schemes and Bundling. As competition for digital subscribers intensifies, monetising distribution within payment apps represents a growing opportunity. In addition, we are introducing value‑added services such as money movement and currency conversion as we increasingly help merchants move, settle and convert funds across borders. This diversification strengthens resilience, deepens our role within merchant workflows and enhances the economics of each connection.   Building on the progress made in 2025, we will continue to broaden our merchant base, through direct sales, channel partnerships and PayFac relationships. Adding new enterprise merchants expands our addressable market and allows us to leverage the scale of our existing network. Our existing network of tokenised LPM connections, licenses and banking infrastructure will soon be driving growth for a new cohort of merchants across the fast growing digital and software subscriptions space. We will also work closely with our LPM partners to develop new capabilities such as mass onboarding that enable channel partners to launch quickly and process payments for their merchants globally.
•	Drive scalability: As volumes and complexity increase, scalable operations are critical. Building on our programme to modernise payment operations and settlement systems, we will continue to invest in automation, straight‑through processing, treasury and finance infrastructure together with global compliance capabilities. These initiatives will support automated reconciliation and near real-time fund flows across our interconnected banking network, meeting the high operational standards required within the A2A and open banking ecosystem. This in turn will drive operating leverage in an increasingly complex regulatory environment. As our business grows, our cost base will not need to grow at the same rate.
•	Build the platform of the future: We are committed to evolving Boku's platform to remain at the forefront of global payments. This includes the intentional and responsible incorporation of AI tools, including agentic AI, across the business, spanning areas such as fraud and risk management, customer support, operational automation, data analysis and product development. AI will be an enabler of better decision making, faster execution and improved outcomes for both merchants and consumers. Building on the establishment of our Innovation Hub in Singapore in 2025, we will continue to explore emerging payment technologies to strengthen our platform and enhance the value we deliver across the LPM ecosystem.

Our people

None of our achievements to date would have been possible without our exceptional people. Boku is a truly global organisation, with teams in over 30 countries across multiple time zones, combining global standards with local expertise and delivering best-in-class service to our merchants. Preserving our entrepreneurial culture while adding skills, capabilities and structure remains a key leadership focus. As we approach almost 600 colleagues worldwide, I would like to thank each of them for their commitment, energy and continued dedication to our shared success.

Outlook

We are excited about the opportunity ahead and remain confident that our strategy, platform and merchant partnerships position us well to deliver against our medium-term guidance. We enter 2026 with great momentum, a clear strategy and a strong financial position that provides the flexibility to support substantial long-term growth. I would like to thank all our stakeholders for their continued trust and support as we work to build the world's best local payments partner for global commerce.

 ¹Boku & Juniper Research, 2024. 2024 Global Ecommerce Report. Available at https://www.boku.com/boku-knows/2024-boku-global-ecommerce-report

²Constant exchange rate revenues are calculated by applying the monthly average foreign exchange rates in the prior year to the current year revenues.

Stuart Neal
Chief Executive Officer
17 March 2026

Chief Financial Officer's Statement

Profitable growth driven by scale, diversification and financial strength

2025 was a year of strong performance and ongoing transformation for Boku, as we scaled our network, diversified our revenue streams and continued to invest and innovate for long-term growth. Revenue grew by 30%, or 29% on a Constant Exchange Rate^[1] (CER) basis, to $128.8m (FY 2024: $99.3m), tracking ahead of our guidance. This reflected sustained momentum across our Local Payment Method (LPM) portfolio and a strong performance from our Bundling product.

The composition of our revenues continued to evolve during the year. While Direct Carrier Billing (DCB) delivered consistent growth, the rapid expansion of Digital Wallets & Account-to-Account (A2A) schemes and the continued scaling of Bundling meant that these products together accounted for 45% of total revenues, up from 35% in FY 2024 and 27% in FY 2023.

Adjusted EBITDA^[2] increased by 36% to $41.3m (FY 2024: $30.3m) while we continued to make targeted investments in the business to support future growth and drive operational efficiency. We delivered an adjusted EBITDA margin^[3] of 32.1% (FY 2024: 30.5%) notwithstanding c.$2.4m of currency conversion costs (FY 2024: c.$1.1m) being included within adjusted EBITDA as we sought to better align revenue with associated costs. Excluding this, our adjusted EBITDA margin would have been 34.0% (FY 2024: 31.6%).

Operating profit also increased by $12.7m to $18.9m (FY 2024: $6.2m) driven by strong adjusted EBITDA growth.

This performance highlights the extent of our achievements during 2025, particularly against consensus expectations at the start of the year of c.$112m for revenue and c.$36m for adjusted EBITDA.

Alongside this, Boku remains highly cash generative with own cash^[4] of $102.9m at 31 December 2025 (31 December 2024: $80.2m) after share buy backs of $12.3m during the year.

In order to enhance transparency and provide clearer insight into our cost structure, we have revised the presentation of our Consolidated Statement of Profit or Loss and Other Comprehensive Income to classify expenses by nature rather than by function. As a consequence, adjusted operating expenses are now defined as revenue less adjusted EBITDA (previously gross profit less adjusted EBITDA), and comparative information for FY 2024 has been re-presented on a consistent basis.

Revenue growth driven by continued network scaling

Operational highlights	FY 2025	FY 2024	Movement
Total Payment Volume (TPV)	$15.7bn	$12.4bn	+27%
Monthly Active Users (MAUs) in December	114.4m	87.1m	+31%
Blended take rate	82bps	80bps	+2bps

 

We continued to see strong growth in both Total Payment Volume (TPV) and Monthly Active Users (MAUs) during the year. TPV increased by 27% (or 25% on a CER basis) to $15.7bn (FY 2024: $12.4bn) and MAUs in the month of December 2025 increased by 31% to 114.4m (December 2024: 87.1m). Momentum was particularly evident in Digital Wallets & A2A, with TPV increasing by 53% year on year and December 2025 MAUs growing by 43% compared to December 2024.

As highlighted at our recent Capital Markets Event, the payment connections we enable between our merchants and LPMs are key drivers of TPV and MAU growth, and ultimately of revenue. Each connection represents a long-term recurring revenue opportunity that typically scales over four to five years as merchant consumer numbers grow. Our revenues are further enhanced by the way merchants engage with our platform: they typically begin with a single product and subsequently adopt additional products and services as they expand globally and seek to reach more paying consumers. During the year, we delivered 132 new payment connections (FY 2024: 131) and saw revenue generated per connection increase reflecting our continued focus on improving the economics of our network.

At the same time, we saw increasing momentum from our Bundling product where we work with merchants on coordinated multi-partner launches that drive subscriber acquisition and engagement across markets.

Our blended take rate remained broadly stable at 82bps (FY 2024: 80bps). This reflected an increased contribution from launch-phase pricing related to a single Digital Wallet connection in H1 2025 and from newer products such as currency conversion, offset by continued scale in Bundling which has a lower take rate. As referenced at our recent Capital Markets Event, we expect that future revenue growth will continue to be driven primarily by volume expansion, with blended take rates expected to trend down over time.

Continuing to diversify our business

Revenue performance	FY 2025	FY 2024	Movement
	$m	$m
Direct Carrier Billing	70.4	64.6	+9%
Digital Wallets & Account-to-Account	43.5	26.0	+67%
Bundling[5]	14.9	8.7	+71%
Total Revenue	128.8	99.3	+30%

 

Our revenue mix further evolved during the year. DCB delivered revenue growth of 9%, accounting for 55% (FY 2024: 65%) of total revenue, as we continued to see consistent demand for the product across both existing and new merchants.

Digital Wallets & A2A continued to accelerate with revenues increasing by 67%, representing 34% of total revenue (FY 2024: 26%), driven by ongoing merchant adoption as they seek to broaden consumer reach globally together with increased demand for our currency conversion and cross border money movement products. Of this growth, c.$3m related to revenue generated from launch-phase pricing in H1 2025.

At the same time, Bundling built on its strong first half performance, growing by 71% across the year and contributing 11% of total revenues, up from 9% at FY 2024. This reflects the extension of Bundling beyond its historical application within DCB, with particularly strong momentum in the Americas, as we continue to see increased merchant demand for promotional offers as a means of consumer acquisition.

Together, Digital Wallets & A2A and Bundling accounted for 45% of total revenues in 2025, up from 35% in 2024.

We also successfully onboarded new merchants in 2025, and commenced a number of negotiations for new merchant partnerships that we expect to go live in 2026 which will further diversify our merchant base, expand our global network and enhance our role as a partner of choice for merchants expanding internationally.   

We expect our revenue to continue to diversify by product and merchant going forward.

Investing for growth while maintaining margins

We continued to make targeted investments whilst maintaining adjusted EBITDA margins above 30%, in line with our market guidance. As a result, adjusted operating expenses^[6] increased by 27% to $87.5m (FY 2024: $69.0m). Excluding the transfer of currency conversion costs into adjusted operating expenses, this increase would have been 25%.

Operating performance	FY 2025	FY 2024	Movement
	$m	$m
Adjusted EBITDA	41.3	30.3	+36%
Adjusted operating expenses	87.5	69.0	+27%
Adjusted EBITDA margin	32.1%	30.5%	+1.6pp
Operating profit	18.9	6.2	+205%

 

As outlined in the Chief Executive Officer's Statement and Strategic Report, these investments focussed on revenue growth and diversification, product innovation and improving operational efficiency. These initiatives have been prioritised carefully, with a clear emphasis on scalability and long-term returns. As the business grows in volume and complexity, maintaining financial discipline, robust controls and an efficient cost base remain central to how we will manage the Group.

Understanding the bridge to operating profit

Driven by strong growth in adjusted EBITDA, our operating profit increased by $12.7m to $18.9m (FY 2024: $6.2m). The bridge from adjusted EBITDA to operating profit can be explained as follows:    

•	Share-based payment expenses of $10.5m (FY 2024: $10.5m). These relate to Boku's long-term incentive arrangements, including share awards granted to all employees and performance-based awards for senior management. Further details are set out in note 20.
•	Depreciation and amortisation of $9.2m (FY 2024: $7.9m).  This charge comprises depreciation of $1.7m (FY 2024: $2.0m), amortisation of internally generated intangibles of $6.2m (FY 2024: $4.5m) and amortisation of acquired intangibles of $1.3m (FY 2024: $1.4m).
•	Exceptional items of $1.6m were recognised during the year (FY 2024: $0.9m), primarily relating to restructuring and transformation initiatives, including two ledger upgrades and the development of a future-ready operating model, together with other non-recurring items.
•	Foreign exchange movements resulted in a net loss of $1.1m (FY 2024: $4.8m loss).

 

The key items below operating profit include:

•	A fair value loss on the Amazon warrants of $2.8m (FY 2024: loss of $3.4m), primarily reflecting an increase in the Group's share price during the year. Further details are set out in note 16.
•	Interest income of $3.7m (FY 2024: $3.7m).

 

The Group reported a Basic Earnings Per Share (EPS) of $0.04 (FY 2024: $0.01) and a Diluted EPS of $0.04 (FY 2024: $0.01).

Cash generation providing financial flexibility and strength

Cash metrics	FY 2025	FY 2024	Movement
	$m	$m
Group cash	245.6	177.3	+39%
Average cash	164.6	153.9	+7%
Own cash	102.9	80.2	+28%

 

Boku continues to operate with a strong balance sheet, remains debt-free and generates cash that supports investment in the business.

 

Cash generation

Group cash balances increased by 39% to $245.6m (31 December 2024: $177.3m), while average cash^[7] grew by 7% to $164.6m (FY 2024: $153.9m).

Boku's own cash balance, which excludes the effect of merchant and issuer balances was $102.9m (31 December 2024: $80.2m), representing an increase of 28% after share buybacks of $12.3m during the year.

Capital allocation

Our primary focus continues to be organic growth, where our investments to support growth, product development and operational efficiency have delivered strong results to date. We will also consider disciplined acquisitions over the medium term where these support and enhance our organic growth strategy. Alongside this, we continue to assess opportunities for capital returns where appropriate, including the use of share buybacks, as discussed in more detail below.

Share buyback

During the year, Boku purchased 5.8 million of its own shares for a total consideration of $12.3m (FY 2024: 4.7m shares for $10.7m), under the Group's previous share buyback programme which expired on 30 June 2025. Shares purchased are held in Treasury and can be used to meet future obligations under warrants or employee equity schemes.

A new share buyback programme was launched on 2 January 2026. See Note 25 for further information.

Outlook

We remain confident in the strength and scalability of our business and in delivering our medium-term guidance set in March 2025. While annual growth rates may vary, we expect  organic revenue growth exceeding 20% on a compound annual growth rate (CAGR) basis over the medium term. We also expect an adjusted EBITDA margin exceeding 30% with progressive accretion from 2026 as we benefit from the operational leverage generated by our ongoing investments.

With a strong balance sheet and significant cash generation, we are well positioned to fund continued organic investment and pursue selective inorganic opportunities whilst maintaining financial discipline.

I would like to thank our colleagues, partners, merchants and shareholders for their continued confidence in the business and support throughout the year. 

Rob Whittick
Chief Financial Officer
Date: 17 March 2026

 

Consolidated statement of profit or loss and other comprehensive income¹

 

For the year ended 31 December 2025

			2025	Re-presented 2024
	Note		$'000	$'000
Revenue	5		128,818	99,273
Staff costs	6		(66,147)	(52,128)
Consultancy and outsourcing costs			(11,190)	(10,822)
Depreciation and amortisation	10,11,12		(9,156)	(7,899)
IT and hosting costs			(8,640)	(6,559)
Other operating expenses			(14,756)	(15,709)
Operating profit			18,929	6,156
Fair value loss on warrants	16		(2,773)	(3,403)
Finance income	7		3,720	3,654
Finance expense	7		(314)	(221)
Profit before tax			19,562	6,186
Income tax expense	8		(7,291)	(2,407)
Profit for the year (all attributable to equity holders of the parent)			12,271	3,779
Other comprehensive income/ (expense)
Items that may be reclassified to profit or loss
Exchange differences on translation of foreign operations			4,644	(2,228)
Other comprehensive income/(expense) for the year, net of tax			4,644	(2,228)
Total comprehensive income for the year (all attributable to equity holders of the parent)			16,915	1,551
Earnings per share	9		$	$
Basic EPS			0.04	0.01
Diluted EPS			0.04	0.01
Alternative performance measures
Adjusted EBITDA2			41,341	30,291
1 In 2025, the Group revised the presentation of its Consolidated Statement of Profit or Loss and Other Comprehensive Income from a classification of expenses by function to a classification by nature in order to provide more transparent and relevant information regarding the Group's cost structure. This change relates to presentation only and has no impact on operating profit, profit before tax, profit for the year, earnings per share, total assets, total liabilities or cash flows. Comparative information for 2024 has been re-presented accordingly.   2 Adjusted EBITDA is an alternative performance measure (APM) calculated as earnings before interest, tax, depreciation, amortisation, share-based payment expense, foreign exchange gains/(losses) (excluding costs associated with currency conversion services) and exceptional items.  During the year costs associated with currency conversion services were incorporated into the adjusted EBITDA definition, reflecting a refined methodology to better align revenue and associated costs. Comparative information for 2024 has been re-presented accordingly. (see the APM section of this report for further details).    The accompanying notes form an integral part of these consolidated financial statements.

Consolidated statement of financial position

As at 31 December 2025

 

			2025	2024
	Note		$'000	$'000
ASSETS
Non-current assets
Property, plant, and equipment	10		847	776
Intangible assets	11		58,490	56,485
Right-of-use assets	12		5,404	2,433
Warrant contract assets	16		1,253	1,806
Deferred tax assets	8		11,875	16,096
Total non-current assets			77,869	77,596
Current assets
Issuer, trade and other receivables	14		177,384	151,197
Warrant contract assets	16		161	208
Cash and cash equivalents	15		245,582	177,333
Total current assets			423,127	328,738
Total assets			500,996	406,334
LIABILITIES
Non-current liabilities
Warrant liabilities	16		8,748	9,130
Lease liabilities	12		4,400	1,612
Other non-current liabilities	17		2,381	1,676
Deferred tax liabilities	8		456	239
Total non-current liabilities			15,985	12,657
Current liabilities
Merchant, trade and other payables	18		326,726	252,882
Short-term lease liabilities	12		1,036	1,035
Warrant liabilities	16		2,736	-
Current tax liabilities			1,306	2,019
Total current liabilities			331,804	255,936
Total liabilities			347,789	268,593
EQUITY
Share capital			30	29
Other reserves			262,500	261,049
Foreign exchange reserve			(2,302)	(6,946)
Treasury share reserve			(15,437)	(10,728)
Accumulated losses			(91,584)	(105,663)
Total equity (all attributable to equity holders of the parent)	19		153,207	137,741
Total equity and liabilities			500,996	406,334
The accompanying notes form an integral part of these consolidated financial statements The consolidated financial statements were approved by the Board for issue on 17 March 2026 and signed on its behalf by: Stuart Neal                                                           Rob Whittick Chief Executive Officer                                      Chief Financial Officer

 

 

Consolidated statement of changes in equity

For the year ended 31 December 2025

 

		Share capital	Other reserves	Foreign currency translation reserve	Treasury share Reserve	Accumulated losses	Total Equity
	Note	$'000	$'000	$'000	$'000	$'000	$'000
Equity as at 1 January 2024		29	255,249	(4,718)	(6,628)	(110,403)	133,529
Profit for the year		-	-	-	-	3,779	3,779
Other comprehensive expense		-	-	(2,228)	-	-	(2,228)
Total comprehensive income for the year (all attributable to equity holders of the parent company)		-	-	(2,228)	-	3,779	1,551
Transactions with owners of the Company
Issue of share capital on exercise of warrants	16	-	3,000	-	-	-	3,000
Issue of share capital upon exercise of stock options and RSUs		-	495	-	-	-	495
Share-based payments	20	-	8,903	-	-	-	8,903
Taxation on share-based payments		-	-	-	-	961	961
Acquisition of treasury shares		-	-	-	(10,698)	-	(10,698)
Issue of treasury shares to employees		-	(6,598)	-	6,598	-	-
Equity as at 31 December 2024		29	261,049	(6,946)	(10,728)	(105,663)	137,741
Profit for the year		-	-	-	-	12,271	12,271
Other comprehensive income		-	-	4,644	-	-	4,644
Total comprehensive income for the year (all attributable to equity holders of the parent company)		-	-	4,644	-	12,271	16,915
Transactions with owners of the Company
Issue of share capital upon exercise of stock options and RSUs		1	144	-	-	-	145
Share-based payment expense	20	-	8,939	-	-	-	8,939
Taxation on share-based payment		-	-	-	-	1,808	1,808
Acquisition of treasury shares		-	-	-	(12,341)	-	(12,341)
Issue of treasury shares to employees		-	(7,632)	-	7,632	-	-
Equity as at 31 December 2025		30	262,500	(2,302)	(15,437)	(91,584)	153,207

The accompanying notes form an integral part of these consolidated financial statements.

 

 

Consolidated statement of cash flows

For the year ended 31 December 2025

 

		2025	2024
	Note	$'000	$'000
Cash flows from operating activities
Cash generated from operations	21	80,640	42,659
Income taxes paid		(1,763)	(646)
Net cash generated from operating activities		78,877	42,013
Cash flows from investing activities
Interest received		3,715	3,635
Purchase of property, plant, and equipment		(550)	(529)
Payments for internally developed software		(6,964)	(7,016)
Net cash used in investing activities		(3,799)	(3,910)
Cash flows from financing activities
Payment on lease liabilities		(1,363)	(1,747)
Issue of share capital on the exercise of options and RSUs		144	495
Payments for the acquisition of treasury shares		(12,341)	(10,698)
Proceeds from warrant exercise		-	3,000
Interest paid on loan		-	(37)
Net cash used in financing activities		(13,560)	(8,987)
Net increase in cash and cash equivalents		61,518	29,116
Cash and cash equivalents at the beginning of the year		177,333	150,859
Effect of foreign exchange rate changes		6,731	(2,642)
Cash and cash equivalents at the end of the year	15	245,582	177,333

The accompanying notes form an integral part of these consolidated financial statements.

 

Notes to the consolidated financial statements

For the Year ended 31 December 2025

 

1.   Corporate information

 

Boku, Inc. (the Company or the Parent) is a public limited company incorporated and domiciled in the United States of America. The shares of the Company are quoted on AIM, a market of the London Stock Exchange Group plc. The Company's registered office is at 660 Market Street, Suite 400, San Francisco, CA 94104, United States. 

 

These consolidated financial statements comprise the Company and its subsidiaries (the Group or collectively Boku).

 

The principal activity of Boku is the provision of a global network of Local Payment Methods (LPMs). Through a single integration, Boku provides its merchants with access to a comprehensive network of Direct Carrier Billing (DCB), Digital Wallets and Account-to-Account (A2A) real-time payment schemes, reaching over 7 billion consumer payment accounts worldwide. Boku also enables merchants to promote and distribute their services via its Bundling product and provides additional value-added services, including currency conversion and cross-border funds settlement, facilitating international expansion. Boku's merchants include the world's largest technology, media and entertainment companies, who trust the Group to simplify their integration to hundreds of LPMs, acquire new paying users and prevent fraud.

 

Boku operates through its subsidiaries under various payment licenses and registrations across multiple jurisdictions, each allowing operations within the respective territories. In the European Economic Area (EEA), Boku is authorised as a Payment Institution by the Central Bank of Ireland, permitting cross-border services across EEA member states. In the United Kingdom, Boku is authorised as an Electronic Money Institution and a Payment Initiation Service Provider by the Financial Conduct Authority, facilitating operations within the United Kingdom. Similarly, Boku holds regulatory approvals and registrations in Hong Kong, India, Brazil, the Philippines, Singapore, Taiwan, Argentina, Malaysia, the United States of America, and Japan, enabling it to provide payment services in those jurisdictions.

 

These consolidated financial statements for the year ended 31 December 2025 were approved by the Board of Directors and authorised for issue on 17 March 2026

2.   Basis of preparation

 

2.1  Statement of Compliance

 

These consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) and International Financial Reporting Interpretations Committee (IFRIC) as issued by the International Accounting Standards Board (IASB). 

 

2.2  Basis of measurement

 

These consolidated financial statements are prepared under the historical cost convention except when otherwise disclosed in the accounting policies and in accordance with the accounting policies set out herein. These policies have been consistently applied to all years presented unless otherwise stated.

 

2.3  Basis of presentation

 

The consolidated financial statements are presented in USD, which is the Company's functional currency. All amounts are rounded to the nearest thousands (expressed as $'000) unless otherwise indicated.

 

2.4  Going concern

 

Boku finances its day-to-day working capital requirements through its own cash balances. The Directors have considered the Group's financial position and cash flow forecasts and are satisfied that the Group has adequate resources to continue in operational existence for at least the next 12 months from the approval date of these consolidated financial statements. In making this assessment, the Directors have considered a base and severe but plausible case.  Accordingly, these consolidated financial statements have been prepared on a going-concern basis.

2.5  Alternative performance measures (APMs)

 

Management uses APMs internally to understand, manage, and evaluate the business performance and make operating decisions. These measures are among the primary factors management uses in planning for and forecasting future periods. The primary APMs are adjusted EBITDA, adjusted EBITDA margin, adjusted operating expenses, constant exchange rate revenues, own cash and average cash which management considers relevant in understanding Boku's financial performance. Further information about these APMs is disclosed in the APM section of this report.

 

2.6  Critical accounting judgments and key sources of estimation uncertainty

 

In preparing these consolidated financial statements, management has made judgments and estimates about the future that affect the application of Boku's accounting policies and the reported amounts of assets, liabilities, income, and expenses. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed regularly, and revisions are recognised prospectively.

Judgements

Significant judgments made in applying accounting policies that have the most significant effects on the amounts recognised in the financial statements are as follows:

-	Assessing the likelihood of future taxable profits to support the recognition of deferred tax assets (Note 3.5 and 8)
-	Determining whether development costs meet the capitalisation criteria under IAS 38 (Notes 3.7 and 11)
-	Determining the appropriate cash-generating units (CGUs) for goodwill impairment testing (Notes 3.7 and 11)

 

Estimates

Key assumptions and estimation uncertainties at the reporting date, which could result in material adjustments to the carrying amounts of assets and liabilities within the next financial year, include:

-	Estimating future taxable profits and changes in temporary timing differences for deferred tax calculations (Note 3.5 and 8)
-	Fair value estimation of warrants (Note 16)

 

2.7  New and amended standards and interpretations

 

New and amended standards issued and effective

 

The following new and amended standards have been adopted in the consolidated financial information.

 

-       Lack of Exchangeability (Amendments to IAS 21)

 

There has been no material impact on Boku's consolidated financial statements upon the adoption of the above new and amended standards.

New and amended standards issued but not yet effective

 

At the date of these consolidated financial statements, the following standards, amendments, and interpretations have not been effective and have not been early adopted:

 

New and amended standards not effective and not yet adopted by Boku	Effective date
Classification and Measurement of Financial Instruments (Amendments to IFRS 9 & IFRS 7)	1 January 2026
Annual Improvements to IFRS Accounting Standards (Volume 11)	1 January 2026
Subsidiaries without Public Accountability: Disclosures (IFRS 19)	1 January 2027
Presentation and Disclosure in Financial Statements (IFRS 18)	1 January 2027

 

IFRS 18 will replace IAS 1 Presentation of financial statements, introducing new requirements that will help to achieve comparability of the financial performance of similar entities and provide more relevant information and transparency to users. Even though IFRS 18 will not impact the recognition or measurement of items in the financial statements, its impacts on presentation and disclosure are expected to be pervasive, in particular those related to the statement of financial performance and providing management-defined performance measures within the financial statements. Management is currently assessing the detailed implications of applying the new standard on the Boku's consolidated financial statements. Boku will apply the new standard from its mandatory effective date of 1 January 2027. Retrospective application is required, and so the comparative information for the financial year ending 31 December 2026 will be restated in accordance with IFRS 18.

Other new and amended standards are not expected to have a significant impact on Boku's consolidated financial statements.

 

3.   Material accounting policies

 

The material accounting policies adopted in the preparation of these consolidated financial statements are set out below.

 

3.1  Basis of consolidation

 

The consolidated financial statements include the financial statements of the Company and its subsidiaries. Subsidiaries are entities controlled by the Company, where control is defined as having power over the investee, exposure to variable returns, and the ability to influence those returns through power.

Subsidiaries are consolidated from the date effective control is transferred to the Company and excluded from consolidation from the date that control ceases. Intercompany transactions, balances, and any unrealised income and expenses (except for foreign currency transaction gains or losses) between Group entities have been eliminated in the consolidated financial statements. For more information on the Company's subsidiaries, refer to Note 13.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used in line with those used by the Company.

 

3.2  Foreign currency

 

Foreign currency transactions and balances

 

The functional currency of each subsidiary is determined based on the primary economic environment in which it operates (its functional currency). The main functional currencies for the Company's subsidiaries are US Dollar, Euro and Pound sterling. Transactions in foreign currencies are translated into the respective functional currencies of the Group companies at the exchange rate prevailing at the date of the transactions.

 

Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary items measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Exchange differences arising from settlement or translation are recognised in profit or loss.

Foreign operations

 

The assets and liabilities of foreign operations with functional currencies other than USD are translated into the presentation currency (USD) at the exchange rate prevailing at the reporting date. The income and expenses of foreign operations are translated into USD at average exchange rates for the year unless exchange rates fluctuate significantly.

 

Exchange differences arising on translation are recognised in other comprehensive income and accumulated in the foreign currency translation reserve within equity.

On disposal of a foreign operation, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal.

 

3.3  Revenue from contracts with customers

 

Boku facilitates payments between merchants and Local Payment Methods (LPMs) including Direct Carrier Billing (DCB), Digital Wallets and Account-to-Account (A2A) real-time payment schemes. In addition, Boku enables merchants to promote and distribute their services by connecting them with Distributors via its Bundling product. In providing these services, Boku acts as an agent between LPMs or Distributors and merchants and derives its revenue from fees in respect of arranging and facilitating transactions.  

 

Alongside the above, Boku also provides additional value-added services, including advance payment, currency conversion and cross-border money movement.

 

Boku's contracts with merchants clearly outline the transaction price and typically involve a single performance obligation, i.e. processing payment transactions from a merchant's customers via LPMs or connecting a Distributor with a merchant to promote and distribute their services. However, certain contracts may have additional, distinct performance obligations based on the settlement preferences of the merchants. Revenue is recognised at a point in time upon the completion of the underlying transaction. Boku does not have deferred revenue as of 31 December 2025 (31 December 2024: $Nil), as all performance obligations are fulfilled when completing each transaction.

 

The different types of service fees can be categorised as follows:

i.   Settlement fees

 

Settlement fees represent contractual fees earned where Boku acts as an intermediary collecting funds from LPMs and remitting them to merchants, thereby facilitating transactions from merchants' customers. The contractually agreed service fee is the difference between the amount collected from issuers and the amount remitted to merchants, and it is recognised at the time of the transaction. Settlement fees can be charged on Digital Wallet, A2A and DCB transactions.

 

In some cases, Boku offers additional services and earns additional fees:

 

-	Advance Payment Service (APS) fees are charged for early settlement to merchants before Boku receives funds from LPMs
-	Cross currency fees are charged when a merchant requests settlement in a currency different from the original transaction currency, based on agreed mark-up percentages.
-	Cross border money movement fees are charged when a merchant requests cross border settlement.
-	Fees charged to merchants for setting up new settlement integrations.

 

ii.  Transactional fees

 

Transactional fees represent fees earned from merchants who receive payments directly from LPMs. Boku provides technical integration and charges a per transaction fee, which is recognised at the time of the transaction. Where discounts for early settlement are offered, Boku estimates the expected discount at the time of the transaction and accounts for it as a reduction in the cumulative monthly fee netted to revenue. This fee type relates only to DCB transactions.

 

iii. Distribution fees

 

Distribution fees represent fees earned from merchants who promote and distribute their services via a Distributor. Boku provides the technical connection between the merchant and the Distributor and charges a per transaction fee, which is recognised at the time of the transaction. These are referred to as distribution fees and are charged on Bundling transactions.

 

Amazon warrant revenue amortisation

 

As part of a multi-year agreement signed with Amazon in 2022, Boku issued warrants under a stock warrant agreement tied to the revenue generated from payment processing services provided to Amazon. These warrants represent both a derivative financial instrument, accounted for at fair value through profit or loss (FVPL) in accordance with IAS 32 and IFRS 9, and non-cash consideration payable to a customer under IFRS 15. The non-cash consideration is initially measured at fair value and amortised to revenue as a reduction over the vesting period.  For more information, refer to Note 16.

 

3.4  Employee Benefits

 

Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if Boku has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.

 

Share-based payments

 

Boku operates equity-settled share-based payment arrangements, including share options and Restricted Stock Units (RSUs), awarded to employees and other eligible participants. The accounting treatment depends on the type of award and the conditions attached to vesting.

 

i.   Measurement and Recognition

 

Share Options: The fair value of share options is determined at grant date using appropriate valuation models, such as Black-Scholes or Monte Carlo Simulation, which incorporate assumptions including expected volatility, risk-free interest rates, and the likelihood of meeting market-based performance conditions. The expense is recognised in profit or loss over the vesting period, with a corresponding credit to equity.

 

RSUs with non-market vesting conditions: The fair value of RSUs with non-market vesting conditions is based on the market value of the underlying equity at the grant date. Adjustments are made to reflect service conditions (e.g. continued employment) and where relevant non-market performance conditions (e.g. financial or operational targets). These conditions are reassessed at each reporting date, with the cumulative expense adjusted to reflect the number of awards expected to vest.

 

RSUs with market-based conditions: RSUs with market-based conditions, such as share price targets, are valued at the grant date using appropriate valuation models (e.g. Monte Carlo Simulation). The expense is recognised over the vesting period and adjustments are made to reflect service conditions (e.g. continued employment). No adjustments are made for changes in the likelihood of meeting the market-based conditions.

 

ii.  Modifications, Forfeitures, and Cancellations

 

When terms or conditions of share options or RSUs are modified before vesting, any increase in the fair value, measured immediately before and after the modification, is recognised over the remaining vesting period. If awards are cancelled during the vesting period, any remaining unrecognised expense is accelerated and recognised in profit or loss in the period of cancellation. Unvested awards forfeited due to employee departures result in the reversal of the cumulative share-based payment expense as of the forfeiture date.

 

In cases where the grant date is delayed until the vesting date, where material the fair value of the award is estimated at each reporting date from the date that services are provided and final measurement occurs at the end of the vesting period.

Where equity instruments are granted to persons other than employees, the fair value of goods and services received is charged to the profit or loss.

Share options and RSUs which will incur future employer payroll taxes on exercise, are accrued for the future cost of Employer's National Insurance from the point the options are granted over their vesting period. This liability is then amended at each subsequent reporting date under IFRS 2.

 

Retirement Benefits: Defined contribution schemes

Boku operates defined contribution pension schemes across various jurisdictions. Under these plans, Boku pays fixed contributions to publicly or privately administered pension funds on a mandatory, contractual, or voluntary basis. Once the contributions are paid, Boku has no further payment obligations, as it bears no legal or constructive liability for insufficient fund assets to meet employee benefits.

 

In the United States, Boku operates a 401(k) plan, a defined contribution scheme. Eligible employees may defer a portion of their salary, subject to regulatory limits. Boku matches contributions to the plan, with matching contributions made for the years ended 31 December 2025 and 2024.

 

Contributions are recognised as staff costs and are recognised in profit or loss in the year to which they relate.

 

3.5  Income Tax

 

The income tax expense represents the sum of the current tax and deferred tax. Deferred tax relating to the timing differences arising on share-based payments recognised in equity, is also recognised in equity and not as a tax expense.

Current tax

 

The current tax is based on taxable profit for the year. Taxable profit differs from net profit as reported in profit or loss because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. Current taxes are calculated according to local tax rules, using tax rates enacted or substantively enacted at the reporting date.

A provision is recognised for those matters for which the tax determination is uncertain, but it is considered probable that there will be a future outflow of funds to a tax authority. The provisions are measured at the best estimate of the amount expected to become payable.

The Group's method for calculating the tax provision under IFRS on an individual entity basis for the year ending 31 December 2025, involves the following approach. Entities are categorised according to a materiality threshold, considering current tax impacts and deferred tax effects from categories such as share-based payments, carried forward losses, and Property, Plant and Equipment. Tax provisioning calculations for immaterial entities utilise profit/(loss) before tax figures multiplied by foreign tax rates.  This approach ensures that the Group's tax provision aligns accurately with its tax obligations under IFRS on an individual entity basis.

Deferred tax

 

Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the consolidated statement of financial position differs from its tax base, except for differences arising on:

 

•	the initial recognition of goodwill;
•	the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting or taxable profit; and
•	investments in subsidiaries where the Group is able to control the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future.

 

Recognition of deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and unused tax losses can be utilised.

 

The amount of the deferred asset or liability is determined using tax rates that have been enacted or substantively enacted by the reporting date and are expected to apply when the deferred tax liabilities or assets are settled or recovered. Deferred tax balances are not discounted.

 

Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority on either:

•	the same taxable group company; or
•	different company entities which intend either to settle current tax assets and liabilities on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets and liabilities are expected to be settled or recovered.

 

3.6  Property, plant, and equipment

 

Property, plant, and equipment are stated at cost less accumulated depreciation and any impairment losses. Cost comprises acquisition and other directly attributable costs.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to Boku and the cost of the item can be measured reliably. All other repairs and maintenance costs are recognised in profit or loss during the period in which they are incurred.

Depreciation is provided on a straight-line basis and is recognised in profit or loss to write off the depreciable amount of each asset over its estimated useful life as follows:

Office equipment and fixtures and fittings Computer equipment and software Leasehold improvement	3-5 years 3 years 3-5 years or over the lease term

The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.

 

Depreciation methods, useful lives, and residual values are reviewed at each reporting date and adjusted if appropriate. Carrying amounts are reviewed at each reporting date for impairment. Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount.

 

3.7  Intangible assets

                                                                                                                 

Goodwill

 

Goodwill arising on consolidation represents the excess of the cost of an acquisition over the fair value of Boku's share of net identifiable assets of the acquired subsidiary at the date of acquisition.  Goodwill is initially recognised as an asset at cost and subsequently measured at cost less any accumulated impairment losses.

Goodwill is not amortised but is tested annually for impairment or more frequently if events or changes in circumstances indicate potential impairment. Impairment losses are recognised in profit or loss and are not subsequently reversed.

For impairment testing, goodwill is allocated to the cash-generating unit (CGU), which represents the lowest level within Boku, at which the goodwill is monitored for internal management purposes. The goodwill arising from acquisitions is allocated to the Payment Services operating segment, which is the identified CGU.

Impairment is assessed by comparing the carrying amount of the CGU with its recoverable amount. The recoverable amount is determined using value-in-use calculations, which involve estimating future cash flows and applying a pre-tax discount rate to calculate their present value. See note 11 for further details.

 

Internally generated intangible assets - Development costs

 

Boku develops software that is used to provide its services. Development costs directly attributable to the design, development, and testing of internally developed software and or substantial enhancements to existing software controlled by Boku are capitalised if all of the following conditions are met:

-	an asset is created that can be identified;
-	it is probable that the asset created will generate future economic benefits and
-	the development cost of the asset can be measured reliably.

 

Capitalised costs include direct costs of materials, services, and payroll for employees involved in the development. Costs are capitalised from the point when criteria are met until the asset is ready for use. Development costs not meeting these criteria are expensed as incurred, and previously expensed development costs are not reclassified as assets. Subsequent expenditure is capitalised only when it increases the asset's economic benefits. All other expenditures, including those related to internally generated goodwill and brands, are expensed as incurred.

 

Trademarks

 

Trademarks are not amortised due to their indefinite useful life, as they retain value with continued use and contribute to cash inflows without a set expiration.

 

Other intangible assets

 

Other intangible assets include domain names, developed technology, and merchant relationships. Intangible assets acquired through business combinations are initially measured at their fair value at the acquisition date, while separately acquired intangible assets are recognised at their purchase cost. Following initial recognition, these intangible assets are carried at cost less accumulated amortisation and accumulated impairment losses and amortised on a straight-line basis over their estimated useful lives. The carrying values are tested for impairment when there is an indication that the value of the assets might be impaired.

Amortisation rates

 

Amortisation is recognised in profit or loss on straight line basis. Significant intangible assets and their estimated useful economic lives are as follows:

 

Intangible asset Trademarks Merchant relationships Developed technologies Domain names Internally developed software

Useful economic life Indefinite life - not amortised 5 -10 years 2-10 years 10 years 3 years

3.8  Leases

 

Right of use asset

 

Boku assesses whether a contract is or contains a lease at the inception of the contract. If Boku assesses that a contract contains a lease and meets the requirements of IFRS 16, Boku recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

 

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of property, plant, and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

 

Lease liabilities

 

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease, or if that rate cannot be readily determined, Boku's incremental borrowing rate. Generally, Boku uses its incremental borrowing rate as the discount rate.

Lease payments in the measurement of the lease liability comprise the following:

-	fixed payments, including in-substance fixed payments;
-	variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
-	amounts expected to be payable under a residual value guarantee and
-	the exercise price under a purchase option that Boku is reasonably certain to exercise, lease payments in an optional renewal period if Boku is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless Boku is reasonably certain not to terminate early.

 

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Boku's estimate of the amount expected to be payable under a residual value guarantee, or if the Boku changes its assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recognised in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

 

Variable lease payments are recognised in profit or loss in the period in which the condition that triggers those payments occurs.

 

Boku has opted not to recognise right-of-use assets for short-term leases, i.e. leases with a term of twelve (12) months or less and applies low-value assets recognition exemption to leases of office equipment with a value below $5,000. Lease payments for short-term leases and leases of low-value assets are recognised as an expense on a straight-line basis over the lease term.

 

For service charges, Boku capitalises fixed service charges as part of the lease liability and right-of-use asset in accordance with IFRS 16. Variable service charges, however, are excluded from the lease liability and are expensed as incurred.

 

3.9  Cash and cash equivalents

 

Cash and cash equivalents comprise cash in hand, cash with banks on current, saving, and deposit accounts, restricted cash, and other short-term highly liquid investments that are readily convertible to known amounts of cash and which are subject to insignificant risk of change in value.

 

3.10      Financial instruments

 

Financial assets and financial liabilities are recognised in the statement of financial position when Boku becomes a party to the contractual provisions of the instrument.

 

Financial assets and financial liabilities are initially measured at fair value, except for issuer and trade receivables that do not have a significant financing component that are measured at transaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

 

a)  Financial assets

 

All recognised financial assets are measured subsequently in their entirety at amortised cost, at fair value through profit or loss (FVTPL), and at fair value through other comprehensive income (FVOCI), depending on the classification of the financial assets. 

 

The classification depends on the entity's business model for managing the financial assets and the contractual terms of the cash flows. Financial assets are not reclassified subsequent to their initial recognition unless Boku changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

 

i.   Financial assets at amortised cost

 

Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are subsequently measured at amortised cost under the effective interest method. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to the gross carrying amount of the financial asset.  The gross carrying amount is reduced by impairment losses. Interest income, foreign exchange gains and losses, and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss.

 

ii.  Fair value through other comprehensive income (FVOCI)

 

Debt instruments that are held for the collection of contractual cash flows and for selling the financial assets, where the assets' cash flows represent solely payments of principal and interest, are subsequently measured at FVOCI. Interest income calculated under the effective interest method, foreign exchange gains and losses, and impairment are recognised in profit or loss. Other net gains and losses are recognised in OCI. When the financial asset is derecognised, the cumulative gain or loss accumulated in OCI is reclassified from equity to profit or loss.

On initial recognition, Boku may make an irrevocable election (on an instrument-by-instrument basis) to designate investments in equity instruments as at FVOCI. Dividends on these investments are recognised in profit or loss unless the dividends clearly represent a recovery of part of the cost of the investment. Other net gains and losses are recognised in OCI and are never reclassified to profit or loss.

iii. Fair value through profit and loss (FVTPL)

 

All financial assets not classified as measured at amortised cost or FVOCI as described above are subsequently measured at FVTPL. Net gains and losses, including any interest or dividend income, are recognised in profit or loss.

 

Boku may irrevocably designate a debt investment that meets the amortised cost or FVOCI criteria as measured at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

 

Recognition and derecognition

 

All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.

 

Boku's financial assets mainly comprise cash, issuer, trade, and other receivables. For more information on the details and classification of Boku's financial assets, refer to Note 22.

 

Impairment of financial assets

At each balance sheet date, financial assets classified as either amortised cost or FVOCI and contract assets are assessed for impairment based on Expected Credit Losses (ECL). Boku adopts a simplified approach for issuer and trade receivables whereby allowances are always equal to lifetime ECL. The expected credit losses on these financial assets are estimated using a provision matrix based on Boku's historical credit loss experience, adjusted for factors that are specific to the debtors and other receivables, general economic conditions, and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate.  The losses are recognised in profit or loss with a corresponding adjustment to the carrying amount through a loss allowance account.

Other amortised cost assets, including cash and cash equivalents and other receivables, are deemed low risk; hence, credit risk is assumed not to have increased significantly since initial recognition. If Boku identifies evidence of significant increase in credit risk on the assets, lifetime ECL is used to calculate allowance on the asset. 

Boku writes off financial assets, in whole or in part, when it has exhausted all practical recovery efforts and has concluded that there is no reasonable expectation of recovery. The assessment of no reasonable expectation of recovery is based on the unavailability of the debtor's sources of income or assets to generate sufficient future cash flows to repay the amount. Subsequent recoveries of amounts previously written off will result in impairment gains.

 

b)  Financial liabilities

 

All recognised financial liabilities are measured subsequently at amortised cost or FVTPL, depending on the classification of the financial liability.

i.   Fair value through profit or loss

 

A financial liability is classified as FVTPL if it is classified as held-for-trading, it is derivative, or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value, and net gains and losses, including any interest expense, are recognised in the profit or loss.

ii.  Financial liabilities at amortised cost

 

Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss.

 

Boku's financial liabilities comprise merchant, trade and other payables (excluding other taxes and social security costs), lease liabilities, and warrant liabilities.

 

Derecognition of financial liabilities

 

Boku derecognises a financial liability when its contractual obligations are discharged, cancelled, or expire. Boku also derecognises a financial liability when its terms are modified and its cash flows are substantially different, in which case, a new financial liability based on the modified terms is recognised at fair value. On the derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in profit or loss.

 

Offsetting of financial assets and liabilities

 

Financial assets and liabilities are offset, and the net amount is reported in the statement of financial position if Boku has a legally enforceable right to set off the recognised amounts, and Boku either intends to settle on a net basis or realise the asset and settle the liability simultaneously.

 

3.11      Provisions

 

A provision is recognised in the statement of financial position when Boku has a legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, considering the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material). The provision for employer taxes on future employee share instruments is not discounted as it is not considered material.  Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate.

 

3.12      Contingent liabilities

 

A contingent liability is disclosed when the Boku has a possible obligation as a result of past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events, not wholly within the control of Boku or when Boku has a present legal or constructive obligation, that arises from past events, but it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation, or the amount of the obligation cannot be measured with sufficient reliability.

 

3.13      Share Capital

 

Ordinary shares are classified as equity and are stated at the proceeds received net of direct issue and purchase costs. Income tax relating to transaction costs of an equity transaction is accounted for in accordance with IAS 12.

 

Share buyback scheme 2024/5

 

On 18 November 2024, the Board provided authority for the Company to repurchase up to 5 per cent of its Common Stock and announced a share buyback programme to repurchase a maximum of 4,000,000 of Common Stock.

On 11 February 2025, the Company announced an extension to this share buyback programme to repurchase a further 4,000,000 of Common Stock. The extension was due to expire on 30 June 2025, or earlier, if either the maximum aggregate number of Common Stock has been purchased or the maximum aggregate consideration has been reached.

The buyback programme was effected within certain pre-set parameters, including that the maximum price paid per Common Stock shall be no more than 105 per cent of the trailing 5-day average mid-market price. Shares purchased under the buyback programme are held in Treasury and may be used to satisfy future obligations concerning the staff equity remuneration programme or warrant holders.

A further buyback programme has been announced after the reporting date, further details can be found in note 25.

Due to the limited liquidity in the issued Common Stock, a buy-back of Common Stock pursuant to the Authority on any trading day may represent a significant proportion of the daily trading volume in the Common Stock on AIM and may exceed 25 per cent of the average daily trading volume. Accordingly, the Company will not benefit from the exemption contained in Article 5(1) of the UK version of the Market Abuse Regulation (Regulation (EU) No 596/2014) as incorporated into UK domestic law by virtue of the European Union (Withdrawal) Act 2018.

 

4.   Segment information

 

Boku operates as a single operating segment - Payment Services. This segment includes all activities related to providing digital payment solutions, allowing consumers to make purchases through local payment methods, such as Direct Carrier Billing (DCB), Digital Wallets and Account to Account (A2A) schemes, as well as enabling merchants to promote and distribute their services via Bundling.

The Chief Operating Decision Maker (CODM), identified as the Global Leadership Team (GLT), monitors the performance of Boku as a whole for the purpose of resource allocation and decision-making. As such, no additional segment reporting disclosures under IFRS 8 are provided.

Revenue disaggregation by major geographical market¹ is as follows:

		2025	2024
		$'000	$'000
Americas		11,366	4,397
Asia-Pacific (APAC)		64,482	57,998
Europe, Middle East & Africa (EMEA)		52,970	36,878
Total Revenue by geographical market		128,818	99,273

 

As of the reporting date, the majority of Boku's non-current assets are located in the USA. The geographical breakdown of non-current assets, based on their location, is as follows:

		2025	2024
Non-current assets by geographical region2		$'000	$'000
Americas		53,357	50,210
Europe, Middle East & Africa (EMEA)		10,462	8,289
APAC		922	1,195
Total non-current assets by geographical region		64,741	59,694

 

 

¹ The geographical market is determined by the consumer location.

² Non-current assets exclude deferred tax and warrant contract assets

 

5.   Revenue

 

The Group's revenue is principally its service fees earned from its merchants. All revenue is earned at the time the

transaction is processed and, as a result, all revenue is recognised at that point in time.

 

		2025	2024
		$'000	$'000
Revenue		128,818	99,273

 

                                                                       

In 2025, 2 merchants (2024: 4) accounted for more than 10% of the total revenue from Payment Services, contributing $66.4m (2024: $68.6m).

 

6.   Staff costs

 

 

		Re-presented
	2025	2024
	$'000	$'000
Salaries	46,346	34,072
Short-term benefits	2,555	2,203
Social security costs	6,185	4,859
Pension costs	443	357
Other staff costs	84	111
Share-based payment expense1	10,534	10,526
Total staff costs	66,147	52,128

 

The average number of employees (including executive directors) during the year was 551 (2024: 452). As of the reporting date, the total number of employees was 592 (2024: 472).

 

¹ For more information, refer to Note 20 for details on awards granted to employees and Note 3.4 for the accounting policy on share-based payments.

 

7.   Finance income and expense

	2025	2024
	$'000	$'000
Finance income
Interest income	3,720	3,654
Total finance income	3,720	3,654
Finance expenses
Interest on lease liabilities	(263)	(184)
Other interest expenses	(51)	(37)
Total finance expenses	(314)	(221)
Net finance income	3,406	3,433

8.   Income tax expense

 

	2025	2024
	$'000	$'000
Current tax
Current tax on profits for the year	130	241
Foreign tax	1,492	2,133
Adjustments in respect of prior years	(243)	261
Total current tax	1,379	2,635
Deferred tax
Origination and reversal of temporary differences	5,649	6
Adjustments in respect of prior years	263	(234)
Total deferred tax	5,912	(228)
Total tax expense	7,291	2,407

The tax assessed for the year is higher (2024: higher) than the standard rate of corporation tax in the US. The Group's effective tax rate (ETR) on profit is 37.3% (2024: 38.9%).

 

The reasons for the difference between the actual tax charge for the year and the applicable rate of income tax of the US reporting entity applied to the results for the year are as follows:

	2025	2024
	$'000	$'000
Profit before tax	19,562	6,186
Tax rate (US income tax rate)	21%	21%
Profit before tax multiplied by the applicable rate of tax:	4,108	1,299
Variance in overseas tax rates	69	129
Impact of change in tax rates	284	24
Impact of difference between CT & DT rate	(1,206)	(841)
Expenses not deductible for tax purposes	2,500	1,045
Tax losses/ temporary differences for which no deferred tax asset was recognised	1,412	475
Non qualifying depreciation	17	11
Adjustments in respect of prior years	21	28
Foreign tax	96	174
Other differences	(27)	(677)
Distribution tax	-	698
US state taxes	17	42
Total tax expense	7,291	2,407

 

	2025	2024
Deferred Tax	$'000	$'000
Net opening position	15,857	15,124
Net recognition in the year	(4,438)	733
P&L	(5,912)	228
Equity	1,606	496
Foreign exchange revaluation	(132)	9
Net closing position	11,419	15,857

 

The net closing position is made up of:

 

-	The deferred tax asset at 31 December 2025 of $11.9m (2024: $16.1m) relates primarily to the recognition of the US and UK available losses that management expects to utilise within the next six years. Management assesses the recoverability of deferred tax assets on an annual basis.
-	The deferred tax liability at 31 December 2025 is $0.5m (2024: $0.2m) relates primarily to unrealised capital gains from customer contracts and technology transferred from BNS Estonia OÜ to various companies, and withholding tax on undistributed profits from Boku Network Services IN Pte Ltd.

A deferred tax asset/ (liability) has not been recognised for the following items:

	2025	2024
	$'000	$'000
Other temporary and deductible differences	4,622	-
Unused tax losses	20,335	15,494
Total deferred tax assets	24,957	15,494

 

The Group has carried forward tax losses and other timing differences at the reporting date. In respect of its UK subsidiary, these can be carried forward and offset against UK taxable income indefinitely. In respect of its US entities, net operating loss carry forwards can be carried forward and offset against taxable income for 20 years for losses incurred up to and including 31 December 2017. These expire in various dates through to 2037.  All net operating loss carry forwards incurred after 31 December 2017 can be carried forward and offset against US taxable income indefinitely.  Utilisation of US net operating loss or tax credit carry forwards may be subject to annual limitations if an ownership change had occurred pursuant to the section 382 Internal Revenue Code and similar state provisions.

 

Deferred tax assets are recognised to the extent of the deferred tax liability arising on temporary differences in the same entity, and there is a legal right of offset and the temporary differences are expected to unwind in the same entity and period. Remaining deferred tax assets are recognised to the extent there are sufficient taxable profits available in which the temporary difference can be utilised, based on profit forecasts and probability weightings.

 

Undistributed positive reserves of non-US subsidiaries may be subject to withholding tax upon distribution. This amount excludes subsidiaries operating in jurisdictions that do not levy dividend withholding tax (e.g., UK and Singapore). At the reporting date, deferred tax liabilities have been recognised in respect of the material undistributed profits of the Estonian and Indian subsidiaries.

 

9.   Earnings per share

 

Basic earnings per share is calculated by dividing the profit attributable to the equity holders of the Company by the weighted average number of ordinary shares issued during the year after deducting shares held in treasury.

 

Diluted earnings per share is calculated by adjusting basic earnings per share for the potential dilution from share options, RSUs, and warrants. For the purposes of the diluted earnings per share calculation, it is assumed that all performance conditions attached to these schemes have been met as of the reporting date.

 

The weighted average number of shares in issue during the year and the resulting earnings per share calculations are as follows:

	2025	2024
Profit for the year attributable to shareholders of the Company ($'000)	12,271	3,779
Weighted average number of shares in issue	296,700,221	300,389,412
Dilutive effect of share plans (options and RSU's) and warrants1	21,481,356	16,569,341
Diluted weighted average number of shares in issue	318,181,577	316,958,753
Basic earnings per share ($)	0.04	0.01
Diluted earnings per share ($)	0.04	0.01

¹The Amazon Warrants increase the number of diluted shares reported, which has an effect on our fully diluted earnings per share. If Amazon exercises its right to acquire shares pursuant to the Amazon Warrant agreement, it will dilute the ownership interests of existing shareholders and reduce earnings per share.

 

10.  Property, plant, and equipment

	Computer equipment and software	Office equipment and fixtures and fittings	Leasehold improvement	Property, plant, and equipment Total
	$'000	$'000	$'000	$'000
Cost
At 1 January 2024	1,901	356	237	2,494
Additions	448	56	25	529
Disposals	(353)	(6)	-	(359)
Exchange adjustment	(48)	(16)	(4)	(68)
At 31 December 2024	1,948	390	258	2,596
Additions	460	77	13	550
Disposals	(117)	-	-	(117)
Exchange adjustment	59	34	13	106
At 31 December 2025	2,350	501	284	3,135
Accumulated depreciation
At 1 January 2024	1,272	271	193	1,736
Charge for year	382	47	55	484
Disposals	(349)	(5)	-	(354)
Exchange adjustment	(28)	(13)	(5)	(46)
At 31 December 2024	1,277	300	243	1,820
Charge for year	433	53	16	502
Disposals	(64)	(1)	-	(65)
Exchange adjustment	(14)	31	14	31
At 31 December 2025	1,632	383	273	2,288
Net book value
At 31 December 2024	671	90	15	776
At 31 December 2025	718	118	11	847

 

No impairment has been recorded during the years 2025 and 2024.

 

11.  Intangible assets

	Domain name	Developed technology	Merchant relationships	Trade-marks	Goodwill	Internally developed software	Total
	$'000	$'000	$'000	$'000	$'000	$'000	$'000
Cost
At 1 January 2024	140	6,182	15,343	110	42,183	21,664	85,622
Additions	-	-	-	-	-	7,016	7,016
Write-offs	-	-	-	-	-	(303)	(303)
Exchange adjustment	-	(355)	(865)	-	(876)	(109)	(2,205)
At 31 December 2024	140	5,827	14,478	110	41,307	28,268	90,130
Additions	-	-	-	-	-	6,964	6,964
Write-offs	-	-	-	-	-		-
Exchange adjustment	-	498	1,800	-	1,823	503	4,624
At 31 December 2025	140	6,325	16,278	110	43,130	35,735	101,718
Accumulated amortisation
At 1 January 2024	140	4,476	11,093	-	-	13,293	29,002
Charge for year	-	802	644	-	-	4,461	5,907
Write-offs	-	-	-	-	-	(303)	(303)
Exchange adjustment	-	(9)	(651)	-	-	(301)	(961)
At 31 December 2024	140	5,269	11,086	-	-	17,150	33,645
Charge for year	-	626	661	-	-	6,151	7,438
Write-offs	-	-	-	-	-	-	-
Exchange adjustment	-	228	1,384	-	-	533	2,145
At 31 December 2025	140	6,123	13,131	-	-	23,834	43,228
Net book value
At 31 December 2024	-	558	3,392	110	41,307	11,118	56,485
At 31 December 2025	-	202	3,147	110	43,130	11,901	58,490

 

Developed technology

 

In 2023, Boku initiated a project to migrate the merchants acquired through the Fortumo acquisition from the Fortumo platform to the Boku platform. Upon completion, the Fortumo payments platform will become obsolete.

 

Goodwill

 

This represents the excess of the consideration paid over the fair value of net assets of Mopay AG (Mopay), acquired in October 2014, and Fortumo Holdings Inc., acquired on July 1, 2020, and is allocated to the Payment Services cash-generating unit (CGU). The recoverable amount of the Payment Services CGU was determined to exceed its carrying value, indicating no impairment is required.

 

12.  Leases

 

Boku's leases relate to offices across locations where it operates.

	2025	2024
Right-of-use assets - Offices	$'000	$'000
Cost
At 1 January	6,448	6,249
Additions	4,278	1,292
Disposals	(1,605)	(920)
Exchange adjustment	26	(173)
At 31 December	9,147	6,448
Accumulated depreciation
At 1 January	4,015	3,465
Charge for year	1,216	1,508
Disposals	(1,523)	(976)
Exchange adjustment	35	18
At 31 December	3,743	4,015
Net book value - Right-of-use assets	5,404	2,433

 

The additions related to a new UK office, together with the extension of the US office lease and modification of an Estonia office lease. Additions in the prior year relate to the renewal of the India office. The disposals related to the previous UK office, together with a modification of an Estonia office lease.

Reconciliation for discounted lease liabilities included in the statement of financial position is set out as below:

 

	2025	2024
Lease Liabilities - Offices	$'000	$'000
Lease liabilities as at 1 January	2,647	3,052
Additions	3,956	1,213
Interest expense	263	184
Payments to lease creditors	(1,363)	(1,747)
Disposals	(79)	-
Exchange adjustment	12	(55)
Lease liabilities as at 31 December	5,436	2,647
Current portion of lease liabilities	1,036	1,035
Non-current portion of lease liabilities	4,400	1,612

 

During the year, short-term and small-value leases expensed in other operating expenses amounted to $0.9m (2024: $0.3m).

The table below represents the maturity analysis of contractual undiscounted lease payments:

	2025	2024
	$'000	$'000
Less than one year	1,036	1,035
Two to five years	5,353	1,839
Over five years	55	63
Total undiscounted lease liabilities as at 31 December	6,444	2,937

 

The amounts recognised in the consolidated statement of cash flows are presented below:

 

	2025	2024
	$'000	$'000
Payment of principal	1,100	1,563
Payment of interest	263	184
Total lease cash outflows	1,363	1,747

 

13.  Subsidiaries

 

The subsidiaries of the Company, all of which have been included in the consolidated financial information, are presented below.

Name	Ownership	Principal activity	Place of Incorporation
Boku Payments, Inc.	100% owned by Boku, Inc.	Holding Company	United States
Boku Network Services, Inc.	100% owned by Boku, Inc.	Holding Company	United States
Boku Account Services, Inc.	100% owned by Boku, Inc.	Holding Company	United States
Boku Account Services UK Ltd	100% owned by Boku Account Services, Inc.	Digital payment solutions	United Kingdom
Boku Brasil Participações Ltda.	100% owned by Boku Network Services, Inc.	Holding company	Brazil
Boku Network Brasil Instituição De Pagamento Ltda	100% owned by Boku Brasil Participações Ltda.	Digital payment solutions	Brazil
Boku Network Services GmbH	100% owned by Boku, Inc.	Digital payment solutions	Germany
Boku Network Services UK Ltd	100% owned by Boku Network Services, Inc.	Digital payment solutions	United Kingdom
Boku Network Services AU Pty Ltd	100% owned by Boku Network Services, Inc.	Dormant	Australia
Boku Network Services IN Pvt. Ltd.	100% owned by Boku Network Services, Inc.	Digital payment solutions	India
Boku Network Services SG Pte. Ltd.	100% owned by Boku Network Services, Inc.	Digital payment solutions	Singapore
Boku Network Services HK Limited	100% owned by Boku Network Services, Inc.	Digital payment solutions	Hong Kong

 

Name	Ownership	Principal activity	Place of Incorporation
Boku Network Services Taiwan Branch Office	100% owned by Boku Network Services, Inc.	Digital payment solutions	Taiwan
Boku Network Services Japan Branch Office	100% owned by Boku Network Services, Inc.	Digital payment solutions	Japan
Boku Network Services AG Beijing Representative Branch	100% owned by Boku Network Services AG (Germany)	Digital payment solutions	China
Boku Network Services IE Limited	100% owned by Boku Network Services, Inc.	Digital payment solutions	Ireland
Boku Network Services MY Sdn. Bhd.	100% owned by Boku Network Services, Inc.	Digital payment solutions	Malaysia
Boku Network Services EE Holdings, Inc.	100% owned by Boku Network Services, Inc.	Holding Company	United States
Boku Network Services TH Co Ltd.1	49.9% owned by Boku Network Services, Inc.	Digital payment solutions	Thailand
Boku Network Services PH, Inc.	99.99% owned by Boku Network Services, Inc.	Digital payment solutions	Philippines
Boku Network Services MX S. de R.L. de C.V.	50% owned by Boku Network Services, Inc.  50% owned by Boku, Inc.	Dormant	Mexico
Boku Network Services Estonia OÜ	100% owned by Boku Network Services EE Holdings, Inc.	Digital payment solutions	Estonia
Fortumo Mobile Services Pvt. Ltd.	100% owned by Boku Network Services Estonia OÜ	Digital payment solutions	India
Fortumo Singapore Pte. Ltd.	100% owned by Boku Network Services Estonia OÜ	Digital payment solutions	Singapore
Boku Network Services PE S.A.C.	100% owned by Boku Network Services, Inc.	Dormant	Peru
Boku Network Services CO S.A.S.	100% owned by Boku Network Services, Inc.	Digital payment solutions	Colombia
Boku Network Services CL S.P.A.	100% owned by Boku Network Services, Inc.	Dormant	Chile
Boku Network Services ZA (Pty) Ltd	100% owned by Boku Network Services, Inc.	Dormant	South Africa
Boku Network Services KE Limited	100% owned by Boku Network Services, Inc.	Dormant	Kenya
Boku Network Services TZ Limited	99.999% owned by Boku Network Services, Inc.  0.001% owned by Boku, Inc.	Dormant	Tanzania
Boku Network Services AR S.R.L.	95% owned by Boku Network Services, Inc.  5% owned by Boku, Inc.	Dormant	Argentina
Boku Network Services UG Limited	99.95% owned by Boku Network Services, Inc.  0.05% owned by Boku, Inc.	Dormant	Uganda
Boku Network Services UY S.A.	100% owned by Boku Network Services, Inc.	Dormant	Uruguay
Boku Network Services Nigeria Limited	100% owned by Boku Network Services, Inc.	Dormant	Nigeria
Boku Ventures LLC	100% owned by Boku, Inc.	Holding Company	United States
Boku Group Holdings LLC	100% owned by Boku, Inc.	Holding Company	United States
BPI Network Services Limited	100% owned by Boku Account Services, Inc.	Digital payment solutions	Nigeria
Senjin Consulting Pte. Ltd	100% owned by Boku Group Holdings LLC	Digital payment solutions	Singapore

 

¹ Boku Network Services TH Co Ltd is considered a subsidiary of Boku Network Services, Inc. as it has control over its activities under IFRS 10.

14.  Issuer, trade and other receivables

 

	2025	2024
	$'000	$'000
Receivables from issuers1	155,573	134,672
Trade receivables	15,238	12,122
Less: allowance for expected credit losses	(580)	(1,385)
Net accounts receivable	170,231	145,409
Other receivables	33	187
Deposits held	915	646
Sales taxes receivable	1,568	1,266
Prepayments	4,637	3,689
Total trade and other receivables	177,384	151,197

¹ Receivables from Issuers represent amounts due from Issuers for processed transactions, which are expected to be settled within one year

 

Allowance for expected credit losses:

	2025	2024
	$'000	$'000
Opening balance	1,385	2,047
Decrease in loss allowance1	(878)	(572)
Utilised during the year1	73	(90)
Closing balance	580	1,385

¹Movements in expected loss provisions and provision utilisation /write-off are recorded in other operating expenses.

Information about Boku's exposure to credit and market risk and loss allowance for trade receivables is included in Note 22.

 

15.  Cash and cash equivalents and restricted cash

	2025	2024
	$'000	$'000
Cash and cash equivalents	193,547	142,308
Restricted cash	52,035	35,025
Total Cash and cash equivalents and restricted cash	245,582	177,333

 

The restricted cash primarily includes safeguarded merchant funds of $51.9m (2024: $34.9m) received but not yet paid to merchants for Boku's licensed entities. In addition, it includes cash held at the bank of $0.2m (2024: $0.2m) to secure a lease agreement for Boku's San Francisco office, and monies held at a financial institution to collateralise Company credit cards. The Group considers its own cash at 31 December 2025 to be $102.9m (31 December 2024: $80.2m). See APM section for further details regarding how own cash is calculated.

 

16.  Warrants

 

On 16 September 2022, Boku entered into a stock warrant agreement with Amazon in conjunction with a commercial service level agreement for Boku to provide payment processing services to Amazon.

 

Under the agreement, Boku issued warrants to Amazon allowing them to purchase common stock that will vest incrementally, based on the amount of revenue earned from Amazon via Boku payment processing methods. The warrant agreement grants Amazon the right to acquire up to 11,215,142 shares of common stock in the Group (equivalent to 3.75% of the Boku's total common stock as at the inception of the warrant agreement).

 

747,676 warrants of common stock vested immediately on the signing of the warrant agreement on 16 September 2022. 209,350 additional shares of common stock will vest for every $1m of revenue generated by Boku under its service level agreement with Amazon over a 7-year vesting period ending 15 September 2029. No further warrants will vest after $50m of revenue is generated under the service level agreement, which results in a final vesting increment of 209,316 shares of common stock. 

 

The exercise price of vested warrants is 81.20p per share, based on the 30-day volume weighted average trading price as at 16 September 2022.     

                                               

Boku has determined that the 747,676 warrants of common stock that vested immediately on signing of the warrant agreement, are equity instruments under IAS 32, as they represent a fixed number of shares that will be exercised at a fixed price. The warrants will therefore not be accounted for until they are exercised and paid, at which point share capital and share premium will be recorded.

                                                                                   

The remaining warrants linked to revenue under the service level agreement are within the scope of revenue recognition and financial instruments accounting standards. The warrants represent a derivative financial instrument classified as a financial liability in accordance with IAS 32 and IFRS 9, remeasured to fair value with gains and losses recognised in profit or loss. The warrants also represent non-cash consideration payable to a customer under IFRS 15, which is recorded as a reduction to revenue and measured at fair value, but not subsequently remeasured.   

 

At inception of the warrant, an equal and opposite derivative financial liability and corresponding contract asset are recorded at fair value, based on the total number of warrants expected to vest (linked to forecasted Amazon revenues under the service level agreement) and the fair value of a single warrant.                                                   

 

The contract asset, which effectively represents a prepaid or deferred volume rebate, is amortised to revenue based on Amazon revenues to date as a proportion of total expected Amazon revenues over the 7-year vesting period.      

 

The derivative financial liability is remeasured to fair value at each reporting date. The fair value movement attributable to the change in the number of shares expected to vest due to a change in estimated Amazon revenues over the 7-year vesting period is recorded as an equal and opposite increase to the financial liability and contract asset, based on the fair value of the warrant at inception.  The fair value movement attributable to the change in the fair value of the underlying warrants is recognised as gains or losses in profit or loss.                                                              

 

During the year, 628,050 (2024: 418,700) additional warrants vested for revenue generated under the agreement.   As at 31 December 2025, a cumulative total of 2,003,776 warrants have vested since inception of the agreement. No Amazon warrants have been exercised as at 31 December 2025 (2024: nil).

 

The fair value of warrant obligations as at 31 December 2025 was $11.5m (2024: $9.1m), primarily due to an increase in the spot price of shares on AIM from £1.82 to £2.10 (including a decrease in risk free rate from 4.41% to 3.84%), offset by a decrease in the number of warrants expected to vest from 5.6m to 5.3m. The fair value of 1 warrant increased to $2.178 at 31 December 2025 from to $1.639 at 31 December 2024. The decrease in the number of warrants expected to vest resulted in a fall to the contract asset and financial liability by $0.4m. The remaining movement in the fair value of underlying warrants of $2.8m represented a charge to the profit or loss. The warrants are classified as Level 3 derivative liabilities, as they require significant judgement or estimation due to the absence of an active market. The fair value was determined using a combination of Monte Carlo Simulation and Black-Scholes Model valuation methods.

 

Significant unobservable inputs used in the valuation included an equity volatility of 35% (2024: 40%), revenue volatility of 30% (2024: 35%), a risk-free rate of 3.84% (2024: 4.41%), and forecasted revenue from Amazon over the 7-year vesting period.

 

As at 31 December 2025, if equity volatility and revenue volatility were both to decrease by 5% to 30% and 25% respectively, the total fair value of warrants would decrease to $11.3m, representing a decrease in fair value of $0.1m.   If equity volatility and revenue volatility were both to increase by 5% to 40% and 35% respectively, the total fair value of warrants would increase to $11.7m, representing an increase in fair value of $0.2m.

 

The movement of the contract asset for Amazon and warrant liabilities during 2025 and 2024 is as follows:                                  

	2025	2024
Warrant contract asset	$'000	$'000
Balance at January 1	2,014	1,962
Change in the number of warrants expected to vest	(419)	216
Amortisation to revenue	(181)	(164)
Balance as at 31 December	1,414	2,014
Current portion of warrant contract asset	161	208
Non-current portion of warrant contract asset	1,253	1,806

 

	2025	2024
Warrant Liability	$'000	$'000
Balance at January 1	9,130	5,511
Change in the number of warrants expected to vest	(419)	216
Change in fair value of underlying warrants	2,773	3,403
Balance as at 31 December	11,484	9,130
Current portion of warrant liability	2,736	-
Non-current portion of warrant liability	8,748	9,130

 

 

Exercise of other warrants

No other warrants were exercised during the year (2024: 1,634,699). In the prior year, Danal Company Ltd exercised 1,634,699 warrants at 141p, for a total compensation of $3.0m resulting in1,634,699 new common shares of $0.0001 being issued. The warrants were issued as part of the initial consideration in respect of Boku's acquisition of Danal, Inc., announced on 6 December 2018 and completed on 1 January 2019.        

           

17.  Other non-current liabilities

 

Other non-current liabilities represent accrued taxes on stock options and RSUs amounting to $2.4m (2024: $1.7m)

 

18.  Merchant, trade and other payables

	2025	2024
	$'000	$'000
Payables to merchants1	313,453	243,878
Trade payables	2,005	1,344
Total account payable classified as financial liabilities	315,458	245,222
Accruals	8,235	5,664
Other payables including taxes and social security costs	2,008	1,268
Provision for social security costs on stock options & RSUs	1,025	728
Total current trade and other payables	326,726	252,882

 ¹ Payables to merchants represent amounts due to merchants for processed transactions, which are expected to be settled within one year

19.  Equity

 

a)   Share Capital

 

Authorised share capital

The authorised share capital comprises 500,000,000 shares (2024: 500,000,000). Boku has a single class of ordinary shares with a par value of $0.0001 each.

Ordinary shares issued and fully paid

Boku's issued share capital is summarised in the table below:

 

		2025		2024
Common shares of $0.0001 each		Number of Shares '000	Share Capital $'000	Number of Shares '000	Share Capital $'000
Opening balance		303,111	29	301,067	29
Issue of share capital		-	-	1,635	-
Exercise of options and RSUs		373	1	409	-
Closing balance		303,484	30	303,111	29

 

b)   Nature and purpose of reserves

 

Below is a description of the nature and purpose of various equity reserves. Movements on these reserves are set out in the consolidated statement of changes in equity.

Other reserves

 

The other reserves disclosed in the consolidated statement of financial position include a share premium reserve representing the difference between the issue price and the nominal value of the shares issued by Boku. It also includes all stock option expenses reserves.

 

Foreign currency translation reserve

 

The foreign currency translation reserve comprises cumulative foreign currency translation differences arising from the translation of financial statements of overseas operations.                                       

 

Treasury reserve

 

Treasury reserve relates to the amounts paid to buy back shares from the market. At 31 December 2025, Boku holds 6,507,891 shares in treasury (2024: 4,548,434).

 

Retained losses

 

Retained losses represent cumulative net losses in the consolidated income statement.

                                                                                                                 

c)   Dividends

 

No dividends were declared or paid in the current year (2024: Nil).

 

 

20.  Share-based payment

 

As part of the total remuneration package, Boku has the following share-based compensation schemes for employees, directors, and non-employees:

 

i)    2009 Equity Incentive Plan (2009 Plan)                                                                                       

 

ii)    2017 Equity Incentive Plan (2017 Plan)                                                                                       

 

iii)   Stretch Restricted Share Unit Plan (2024 Plan)                                                                                                   

2009 Plan

 

2009 equity incentive plan (2009 Plan) for the granting of stock options, restricted stock awards (RSA), and restricted stock units (RSU). No options were available to be issued under this plan as at 31 December 2025 or 2024. There are 1.2m options vested but not exercised under this plan as at 31 December 2025 (2024: 1.8m).

 

Movements in the number of share options outstanding and their related weighted average exercise prices under the 2009 plan are as follows:

 

		2025						2024
Share options outstanding		Number of options (thousands)			Weighted average exercise price per share option (in USD)			Number of options (thousands)			Weighted average exercise price per share option (in USD)
Balance January 1			1,788			$0.30			2,218			$0.30
Exercise			(331)			$0.32			(420)			$0.29
Forfeited			(256)			$0.28			(10)			$0.28
Balance 31 December			1,201			$0.30			1,788			$0.30

 

The fair value of each option has been estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: expected terms ranging from 4.99 to 6.89 years; risk-free interest rates ranging from 0.73% to 3.05%; expected volatility of 58%; and no dividends during the expected term. The weighted average remaining contractual life of options under the plan is 0.8 years (2024: 1.3). The weighted average share price of options exercised during the year under the plan is $2.770 (2024: $2.276).

 

 

2017 Plan

2017 Equity Incentive Plan (2017 Plan) for the granting of stock options and restricted stock units (RSUs), which include both service only and performance vesting conditions (PRSUs). The Group reserved an initial ten million shares of common stock for issue under the plan.

 

Options were granted in the 2017 Plan only in January 2018. Since then, only RSUs have been granted under the plan. The options granted under this plan vest over 3 years and contain a one-year cliff. Therefore, 25% of the options vest at the end of one year, and from year two, graded quarterly vesting takes place, where each instalment of vesting is treated as a separate stock option grant. Options under the 2017 Plan may be outstanding for periods of up to ten years from the grant date. There are 0.4m options (2024: 0.5m) outstanding as at 31 December 2025.

 

Movements in the number of share options outstanding and their related weighted average exercise prices under the 2017 plan are as follows:

 

		2025						2024
Share options outstanding		Number of options (thousands)			Weighted average exercise price per share option (in USD)			Number of options (thousands)			Weighted average exercise price per share option (in USD)
Balance January 1			476			$1.205			836			$1.205
Exercise			(96)			$1.205			(322)			$1.205
Forfeited			-			-			(38)			$1.205
Balance 31 December			380			$1.205			476			$1.205

 

The fair value of each option has been estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: expected terms ranging from 5.04 to 6.01 years; risk-free interest rates ranging from 1.87% to 1.92%; volatility of 45%; and no dividends during the expected term. The weighted average remaining contractual life of options under the plan is 2.1 years (2024: 3.1). The weighted average share price of options exercised during the year under the plan is $2.866 (2024: $2.316).

 

The fair value of RSUs is measured at grant date based on the market value of the awards. PRSUs vest following completion of a specified service period, conditional on the achievement of performance targets.

RSUs under the 2017 Plan remain outstanding for periods of up to three years following the grant date. Outstanding RSU grants generally vest over three years in three equal portions or one-third after two years and two-thirds in the third-year anniversary from the grant date. There are 14.0m (2024: 12.6m) RSUs outstanding as at 31 December 2025.

Movements in the number of RSUs awards under the 2017 plan are as follows:

 

		2025						2024
RSUs outstanding		Number of RSUs (thousands)			Weighted-average grant-date fair value (in USD)			Number of RSUs (thousands)					Weighted-average grant-date fair value (in USD)
Balance January 1			12,570			$2.043				11,597				$1.978
Granted			6,467			$2.280					5,792			$2.131
Vested			(3,932)			$2.070				(3,783)				$1.990
Forfeited			(1,102)			$2.118				(1,036)				$2.003
Balance 31 December			14,003			$2.140				12,570				$2.043

 

The number of available RSUs for future use in the plan at the end of 2025 were 74.6m (2024: 61.4m).

2024 Plan

On 2 October 2024, the Company granted Restricted Share Units (RSUs) under the Stretch Restricted Share Unit Plan (SRSU Plan). The RSUs vest based on a market-based performance condition, requiring the Company's 40-day volume weighted average price (VWAP) share price after the 2027 financial results to reach a specified multiple of the base share price of 180.4p. 25% of the awards vest if the share price reaches 3x the base price, 100% vest if it reaches 5x, and vesting occurs on a straight-line basis for outcomes between these thresholds.

Awards will vest in two instalments:

-	50% in July 2028 (after 4.5 years)
-	50% in July 2029 (after 5.5 years)

 

The fair value of the RSUs was determined at grant date using a Monte Carlo simulation, incorporating market-based performance conditions, with the following assumptions: risk-free interest rates 4.01%; volatility of 31.87%; and no dividends during the expected term.

The expense is recognised over the vesting period using a straight-line vesting approach. There are 7.2m (2024: 7.2m) RSUs outstanding as at 31 December 2025.

Movements in the number of RSUs awards under the 2024 plan are as follows:

 

		2025						2024
RSUs outstanding		Number of RSUs (thousands)			Weighted-average year-end fair value (in USD)			Number of RSUs (thousands)			Weighted-average year-end fair value (in USD)
Balance January 1			7,220			$0.137			-			-
Granted			859			$0.075			7,220			$0.137
Forfeited			(859)			$0.137			-			-
Balance 31 December			7,220			$0.075			7,220			$0.137

The breakdown of total share-based payment expense is as follows:

	2025 $'000	2024 $'000
Share-based payment expense (excluding national insurance)	8,939	8,903
National insurance expense	1,595	1,623
Total share-based payment expense	10,534	10,526

 

21.  Cash generated from operations

		2025	2024
	Note	$'000	$'000
Cash flows from operating activities
Profit for the year		12,271	3,779
Adjustments for:
-    Depreciation of property, plant, and equipment	10	502	484
-    Amortisation of intangible assets	11	7,438	5,907
-    Depreciation of right-of-use assets	12	1,216	1,508
-    (Gain)/Loss on disposal of property, plant, and equipment		(6)	3
-    Amortisation of warrant contract asset	16	181	164
-    Fair value loss/(gain) on warrants	16	2,773	3,403
-    Share-based payment expense	20	8,939	8,903
-    Net Finance income	7	(3,406)	(3,433)
-    Employer taxes on stock options and restricted stock units benefit/(charge)		999	908
-    Income tax expense	8	7,291	2,407
Changes in net working capital1:
-    Increase in Issuer, trade and other receivables including contract assets		(23,101)	(7,139)
-    Increase in merchant, trade and other payables including contract liabilities		65,543	25,765
Cash generated from operations		80,640	42,659

¹ Net working capital includes both short-term and long-term items.

 

22.  Financial instruments - Fair values and risk management

 

a)   Classes and categories of financial instruments and their fair values

 

Fair value measurements are categorised into Level 1, 2, and 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which is as follows:

-	Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
-	Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
-	Level 3 - Inputs for the asset or liability that are not based on observable market data (i.e. unobservable inputs)

 

At the end of each reporting period, Boku categorises its financial assets and liabilities according to the appropriate level of fair value hierarchy, which is summarised in the table below.

				Carrying Amounts										Fair Value (1)
				Amortised		Fair value through profit or loss(3)
2025				Cost		Level 1		Level 2		Level 3		Total		Total
				$'000		$'000		$'000		$'000		$'000		$'000
Cash and cash equivalents				245,582		-		-		-		245,582		245,582
Issuers and Trade receivables -net				170,231		-		-		-		170,231		170,231
Deposits				915		-		-		-		915		915
Total financial assets				416,728		-		-		-		416,728		416,728
Merchant and Trade payables				315,458		-		-		-		315,458		315,458
Lease liabilities				5,436		-		-		-		5,436		5,436
Warrant liability (2)				-		-		-		11,484		11,484		11,484
Total financial liabilities				320,894		-		-		11,484		332,378		332,378

 

				Carrying Amounts										Fair Value (1)
				Amortised		Fair value through profit or loss(3)
2024				Cost		Level 1		Level 2		Level 3		Total		Total
				$'000		$'000		$'000		$'000		$'000		$'000
Cash and cash equivalents				177,333		-		-		-		177,333		177,333
Issuers and Trade receivables -net				145,409		-		-		-		145,409		145,409
Deposits				646		-		-		-		646		646
Total financial assets				323,388		-		-		-		323,388		323,388
Merchant and Trade payables				245,222		-		-		-		245,222		245,222
Lease liabilities				2,647		-		-		-		2,647		2,647
Warrant liability (2)				-		-		-		9,130		9,130		9,130
Total financial liabilities				247,869		-		-		9,130		256,999		256,999

 

¹Items carried at fair value are measured at fair value at the end of each reporting period. The fair value of items not carried at fair value is estimated to equal the carrying amount due to limited credit risk and short time to maturity.

²Warrants are classified as Level 3 derivative liabilities and valued using a combination of Monte Carlo Simulation and Black-Scholes Model valuation methods. For more information, refer to Note 16.

³ There were no transfers between levels 1, 2 & 3 for fair value measurements during 2025 and 2024.     

 

b)   Financial risk management

 

The principal financial risks to which Boku is exposed are as follows:                                                                 

·      Market risk (Interest rate risk & Foreign currency risk)

·      Credit risk

·      Liquidity risk

 

Risk management within Boku is the responsibility of the Board of Directors, whose primary objective is to establish policies that mitigate financial risks. All funding requirements and financial risks are managed in accordance with the policies and procedures approved by the Board.                                                                                                                                          

Market Risk

Market risk is the risk that the value of financial instruments may fluctuate due to changes in market conditions, including interest rates and foreign exchange rates. Boku faces market risk primarily from foreign currency and interest rate exposures that arise through its operational activities.

 

Interest rate risk

 

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. Although Boku does not have borrowings, it is exposed to interest rate risk primarily through its interest-earning cash balances held across multiple jurisdictions.

During 2025, Boku earned bank interest income of $3.7m (2024: $3.7m). A change of 100 basis points in interest rates at the reporting date, with all other variables held constant, would have increased / (decreased) interest income by $0.9m.

Foreign currency risk

 

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in exchange rates. This risk arises from transactions denominated in foreign currencies and from receivables and payables that exist due to such transactions. Operating globally, Boku faces both transaction and translation foreign exchange risks.

Boku is exposed to transactional foreign currency risk to the extent that there is a mismatch between the currencies in which revenues, receivables, and payables are denominated and Boku's functional currency. To mitigate this exposure, Boku settles payments over short periods and applies mark-up fees to cover currency fluctuations.

Additionally, Boku is exposed to foreign currency translation risk due to subsidiaries that have functional currencies other than the U.S. dollar. As a result, shareholders' equity is subject to fluctuations in exchange rates, with translation differences reported as currency translation adjustments in the consolidated financial statements. This translation risk does not give rise to a cash flow exposure.                                                                                                                      

Boku operates in 40+ currencies with primary exposure arising from the Euro (EUR), British pound (GBP), Japanese yen (JPY) and Hong Kong Dollar (HKD). The table below summarises Boku's net exposure (difference between financial assets and liabilities) across these currencies and shows the sensitivity to a potential 10% change in exchange rates, assuming all other variables remain constant:

 

 

			2025
			EUR		GBP		JPY		HKD		Others
			$'000		$'000		$'000		$'000		$'000
Accounts receivable			53,589		16,018		34,003		178		54,486
Cash and cash equivalent			54,032		7,165		27,377		316		15,806
Accounts payable			(86,342)		(23,921)		(49,230)		(10,691)		(79,234)
Net FX exposure			21,279		(738)		12,150		(10,197)		(8,942)
10% impact +/-			2,364		(82)		1,350		(1,133)		(994)

 

 

			2024
			EUR		GBP		JPY		HKD		Others
			$'000		$'000		$'000		$'000		$'000
Accounts receivable			39,307		26,903		24,561		261		53,702
Cash and cash equivalent			36,587		1,028		23,750		675		27,214
Accounts payable			(61,026)		(21,205)		(35,500)		(10,359)		(67,354)
Net FX exposure			14,868		6,726		12,811		(9,423)		13,562
10% impact +/-			1,652		747		1,423		(1,047)		1,507

 

The following significant exchange rates were applied during the year:

			2025				2024
			Average		Reporting		Average		Reporting
			Rate		Date Rate		Rate		Date Rate
USD per EURO			1.13160		1.17402		1.04759		1.03872
USD per GBP			1.32065		1.34562		1.26401		1.25359
USD per JPY			0.00668		0.00638		0.00650		0.00638
USD per HKD			0.12825		0.12848		0.12815		0.12877

If the functional currency, at the reporting date, had fluctuated by 10% against the EUR, GBP, and JPY with all other variables held constant, the impact on profit after taxation for the year would have been $1.5m (2024: $4.3m) respectively higher / lower, mainly as a result of exchange gains/losses on translation of foreign exchange denominated financial instruments.

Credit risk

 

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Group is exposed to credit risk from its operating activities (primarily issuer, trade and other receivables) and from its financing activities, including deposits with banks and financial institutions.

The maximum exposure to credit risk by class of financial asset is as follows:

							2025		2024
							$'000		$'000
Cash and cash equivalents							245,582		177,333
Issuer and Trade receivables - net							170,231		145,409
Deposits							915		646
							416,728		323,388

 

Cash and cash equivalents

Credit risk on cash and cash equivalents is managed by placing funds with counterparties that are either publicly rated banks with credit ratings assigned by reputable credit rating agencies, including Fitch Ratings and S&P Global Ratings, or, where unrated, are regulated financial institutions subject to prudential supervision. The Group monitors the creditworthiness of all counterparties on a regular basis.

 

The Group performed an Expected Credit Loss (ECL) assessment and concluded that the ECL is insignificant due to the strong credit quality of counterparties, the short-term nature of the exposures, and the absence of any indicators of increased credit risk. Accordingly, no impairment has been recognised.

 

. Boku's cash and cash equivalent breakdown by credit ratings is as follows:

 

							2025		2024
							$'000		$'000
AA-							71,514		6,096
A+							885		25,314
A							164,555		140,326
BBB							3,672		3,289
BB+							38		855
B							71		-
D							106		125
Unrated*							4,741		1,328
							245,582		177,333

 

*Unrated counterparties consist of regulated financial institutions for which no external credit rating is available.

 

Issuer and trade receivables

 

Boku is exposed to credit risk primarily through receivables from issuers and trade receivables. Boku limits its exposure to credit risk from issuer and trade receivables by entering into contracts with creditworthy counterparties and where possible by limiting its liability contractually to merchants in the event of non-payment from issuers. Credit terms for issuer and trade receivables are standard and short-term, with no significant financing component.

 

Boku applies the simplified approach under IFRS 9 in calculating expected credit losses (ECL) for receivables from issuers and trade receivables, recognising a lifetime ECL as they do not contain a significant financing component. Receivables are grouped by days past due and historical experience.

For the year ended 2025, the total ECL provision was $0.6m (2024: $1.4m), representing 0.34% (2024: 0.94%) of total issuer and trade receivables. The majority of receivables aged less than 60 days had no significant credit risk, while higher loss rates were applied to older balances based on historical default patterns. Receivables over 150 days past due had the highest loss rate, reflecting increased credit risk. The decrease in provision was primarily due to improved collection patterns and a lower proportion of overdue balances in the high-risk category. The Company continues to monitor credit risk closely, applying adjustments where necessary to reflect changes in the current and future macroeconomic environment and debtor-specific risks. At 31 December 2025, $1.7m due from one issuer was outstanding for more than 365 days as a result of amounts withheld by the issuer pending the outcome of a local tax audit of that issuer. Based on external tax advice and management's assessment of recoverability, no provision has been recognised.

Deposits

Deposits comprise security deposits and short-term placements with financial institutions and are subject to the IFRS 9 impairment requirements. Given the short-term nature of the balances and the credit quality of counterparties, the associated expected credit losses were assessed as immaterial at 31 December 2025 and 2024 and no impairment was recognised.

Liquidity risk

Liquidity risk is the risk that Boku will not be able to meet its financial obligations as they fall due. Boku's approach to managing liquidity is to maintain, as far as possible, sufficient liquidity to meet liabilities when due under both normal and stressed conditions without incurring unacceptable losses or compromising its reputation.

As an intermediary, Boku considers cash flows related to merchant funds as generally balanced from a liquidity perspective. In most cases, merchant payables are settled after cash is collected from issuers; however, for certain merchants, payments can be made before corresponding receipts are received. This mixed payment approach is carefully monitored to ensure liquidity remains adequate. The liquidity risk of each group entity is managed by the Treasury team at the entity level to meet any liquidity obligations.

The following table presents the remaining contractual maturities of Boku's financial liabilities as of the reporting date. These amounts are gross, undiscounted cashflow, and include estimated future interest payments where applicable.

 

	Within 1 year	2-5 years	More than 5 years	Total
31 December 2025	$'000	$'000	$'000	$'000
Merchant and Trade payables	315,458	-	-	315,458
Warrant liability	2,736	8,748	-	11,484
Leases liabilities	1,036	5,353	55	6,444
Total1	319,230	14,101	55	333,386

 

	Within 1 year	2-5 years	More than 5 years	Total
31 December 2024	$'000	$'000	$'000	$'000
Merchant and Trade payables	245,222	-	-	245,222
Warrant liability	-	-	9,130	9,130
Leases liabilities	1,035	1,839	63	2,937
Total1	246,257	1,839	9,193	257,289

 

¹ No material difference between discounted and undiscounted fair value.

Capital Management

 

Boku's capital structure consists of share capital, other reserves, treasury shares, foreign exchange reserve, and retained losses. Boku's objectives in managing capital are:

	To safeguard its ability to continue as a going concern, enabling it to provide returns for shareholders and benefits for other stakeholders and
	To provide adequate shareholder returns by pricing products and services appropriately for the level of risk.

 

Boku's capital is detailed in the consolidated statement of changes in equity. Boku is debt-free and working capital requirements are met through existing cash resources. Boku manages its capital structure proactively, adjusting to economic conditions and projected cash needs across operational, financing, and investment activities. Factors influencing capital adequacy include capital expenditures, market developments, and potential acquisitions.

                                                                                   

23.  Related party transactions

 

Related parties of Boku include its key management personnel, subsidiaries, and entities with significant influence over the Company. Transactions and balances between Boku and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note.  For more information on principles of consolidation and subsidiaries, refer to Note 3.1 and Note 13, respectively.

Transactions and balances between Boku and other related parties are disclosed below.

a) Transactions with key management personnel

 

Key management personnel include the directors and global leadership team of Boku. Compensation to key management personnel is set out below:       

	2025	2024
	$'000	$'000
Salaries	4,760	4,737
Short-term benefits	78	119
Social security costs	766	810
Share-based payments	3,025	3,179
Long-term employee benefits	15	13
Total	8,644	8,858

 

For further information on the remuneration of each director, refer to the remuneration report.

There were no other transactions with related parties during the year (2024: Nil).   

 

24.  Commitments and contingencies

 

In the normal course of business, the Group may receive inquiries or become involved in legal disputes regarding possible patent infringements. In the opinion of management, any potential liabilities resulting from such claims, if any, would not have a material adverse effect on the Group's consolidated statement of financial position or results of operations.

From time to time, in its normal course of business, the Group may indemnify other parties with whom it enters into contractual relationships, including merchants, aggregators, MNOs, lessors, and parties to other transactions with the Group. Boku has also indemnified its Directors and executive officers, to the extent legally permissible, against all liabilities reasonably incurred in connection with any action in which such individual may be involved by reason of such individual being or having been a Director or executive officer. The Group believes the estimated fair value of any obligation from these indemnification agreements is minimal; therefore, these consolidated financial statements do not include a liability for any potential obligations at 31 December 2025 and 2024.

In addition, the Group has provided credit support to certain counterparties as part of its contractual obligations. Such support includes parent guarantees issued by the Company in respect of obligations of its subsidiaries, as well as standby letters of credit issued by financial institutions on behalf of the Group. The standby letters of credit have a maximum exposure of $3.6m as at 31 December 2025 (2024: $0.3m). The parent guarantees support the obligations of subsidiaries under commercial arrangements. Management does not expect any claims under these arrangements to have a material impact on the Group's financial position and, accordingly, no liability has been recognised in these consolidated financial statements.

The Group had no contractual commitments for the acquisition of property, plant, and equipment and intangible assets in the current or prior year.

 

25.  Events after the reporting date

 

Management has assessed the events occurring between the reporting date and the date of approval of the financial statements.

 

Share Buyback Programme

 

Subsequent to the reporting date, on 2 January 2026, the Board provided authority for the Company to repurchase up to 5 per cent of its Common Stock and announced a new share buyback programme under which it was permitted to repurchase up to 4,000,000 of Common Stock. The programme was due to expire on 30 April 2026 or when the maximum aggregate number of Common Stock has been repurchased. The programme expired on 10 February 2026 because the maximum aggregate number of shares was reached. Shares purchased under the buyback programme are held in Treasury and may be used to satisfy future obligations concerning the staff equity remuneration programme or warrant holders.

 

No other material events have been identified that would require adjustment to or disclosure in the financial statements.

 

Alternative performance measures

 

Management uses Alternative Performance Measures (APMs) internally to understand, manage and evaluate the business performance and make operating decisions. These measures are among the primary factors management uses in planning for and forecasting future periods.

 

Management present APMs because they believe that these and other similar measures are widely used by certain investors, securities analysts and other interested parties as supplemental measures of performance and liquidity. It is believed these APMs depict the true performance of the business by encompassing only relevant and controllable events, allowing management to evaluate and plan more effectively for the future. These measures are not defined under the requirements of IFRS and may not be comparable with the APMs of other companies and should be viewed as supplemental to, but not a substitute for, measures presented in the financial statements which are prepared in accordance with IFRS.

 

The primary APMs are adjusted EBITDA, adjusted EBITDA margin, adjusted operating expenses, constant exchange rate revenues, own cash, and average cash which management considers are relevant in understanding the Group's financial performance. Management calculates APMs by excluding certain non-cash and one-off items from the actual results. The determination of whether non-cash items or one-off items should be excluded, is a matter of judgement and is based on whether the inclusion/exclusion from the results represent more closely the consistent trading performance of the business.

Boku uses the following APMs

APM	Definition
Adjusted EBITDA	A measure of profitability from continuing operations which is calculated as earnings before interest, tax, depreciation, amortisation, share-based payment expense, foreign exchange gains/(losses) (excluding costs associated with currency conversion services) and exceptional items. In calculating adjusted EBITDA, we exclude certain non-cash and non-recurring items that we believe are not reflective of our long-term performance. Adjusted EBITDA is used internally to establish forecasts, budgets and operational goals to manage and monitor our business, as well as evaluate our underlying historical performance. We believe that adjusted EBITDA is a meaningful indicator of the health of our business as it reflects our ability to generate cash that can be used to fund recurring capital expenditures and growth. We also believe that adjusted EBITDA is widely used by investors, securities analysts and other interested parties as a supplemental measure of performance and liquidity.
Adjusted operating expenses	Calculated as revenue less adjusted EBITDA. The definition has been updated in the current and comparative year. Please refer to adjusted operating expenses APM calculation on page 107
Adjusted EBITDA margin	Calculated as adjusted EBITDA over revenue for the year.
Constant exchange rate revenues	Constant exchange rate revenues are calculated by applying the monthly average foreign exchange rates in the prior year to the current year revenues.
Own cash	Calculated as cash held plus gross amounts due to Boku from issuers and merchants less amounts owed to merchants.
Average cash	Average cash is determined by calculating the average cash balances for each month and then averaging those monthly amounts over the reporting period.

 

			2025	2024
Alternative performance measures			$'000	$'000
Adjusted EBITDA1			41,341	30,291
Adjusted EBITDA margin (%)			32.09%	30.51%
Adjusted operating expenses2			87,477	68,982
Constant exchange rate revenues			128,202	102,408
Own Cash			102,940	80,249
Average Cash			164,593	153,941

¹ Costs relating to currency conversion services of $2.4m (2024: $1.1m) have been incorporated into adjusted EBITDA, reflecting a refined methodology to better align revenue and associated costs. Comparative information for 2024 has been re-presented accordingly.

²  In 2025, the Group revised the presentation of its Consolidated Statement of Profit or Loss and Other Comprehensive Income from a classification of expenses by function to a classification by nature in order to provide more transparent and relevant information regarding the Group's cost structure. As a result, adjusted operating expenses are now defined as revenue less adjusted EBITDA (previously defined as gross profit less adjusted EBITDA). Comparative information for 2024 has been re-presented accordingly.

 

 

Reconciliation of adjusted EBITDA to operating profit

			2025	2024
	Note		$'000	$'000
Adjusted EBITDA			41,341	30,291
Depreciation and amortisation	10, 11		(9,156)	(7,899)
Share-based payments (including associated tax costs)	6		(10,534)	(10,526)
Foreign exchange loss			(1,073)	(4,843)
Exceptional items			(1,649)	(867)
Operating profit			18,929	6,156

 

Exceptional items are included in other operating expenses and include the following items:

 

			2025	2024
			$'000	$'000
Restructuring, redundancy and transformation costs			(1,532)	(1,335)
One-Off refund from an Issuer			147	468
Office relocation costs			(264)	-
Total exceptional items			(1,649)	(867)

 

Adjusted operating expenses calculation

				Re-presented
			2025	2024
			$'000	$'000
Revenue			128,818	99,273
Adjusted EBITDA			(41,341)	(30,291)
Adjusted operating expenses1			87,477	68,982

¹ In 2025, the Group revised the presentation of its Consolidated Statement of Profit or Loss and Other Comprehensive Income from a classification of expenses by function to a classification by nature in order to provide more transparent and relevant information regarding the Group's cost structure. As a result, adjusted operating expenses are now defined as revenue less adjusted EBITDA (previously defined as gross profit less adjusted EBITDA). Comparative information for 2024 has been re-presented accordingly.

 

Constant Exchange Rate Revenues

 

	2025 Revenue	2025 Revenue at 2024 rates	2024 revenue	Constant currency revenue growth
Operating Segment	$'000	$'000	$'000
Payment Services	128,818	128,202	99,273	29.1%

 

 

Own Cash Calculations

			2025	2024
			$'000	$'000
Cash and cash equivalents			245,582	177,333
Receivables from Issuers			155,573	134,672
Trade receivables			15,238	12,122
Payable to Merchants			(313,453)	(243,878)
Total own cash			102,940	80,249

 

Average Cash

			2025	2024
			$'000	$'000
Average Cash for the period			164,593	153,941

 Forward looking statements

Certain statements contained in this report constitute "forward-looking statements." Forward-looking statements provide Boku's current expectations of future events and trends based on certain assumptions and include any statement that does not directly relate to any current or historical fact. The words "believe," "expect," "expectations," "anticipate," "foresee," "see," "target," "estimate," "designed,"  "aim," "plan," "intend," "influence," "assumption," "focus," "continue," "project," "should," "is to," "will," "strive," "may," "could," "forecast," or similar expressions as they relate to us or our management are intended to identify these forward looking statements, as well as statements regarding:

 

a)  business strategies, projects, market expansion, growth management, and future industry trends and our plans to address them;

b)  future performance of our business and any future distributions and dividends;

c)  expectations and targets regarding financial performance, results, operating expenses, cash flows, taxes, currency exchange rates, hedging, cost savings and competitiveness, as well as results of operations including targeted synergies and those related to market share, prices, net sales, income and margins;

d)  expectations, plans, timelines or benefits related to changes in our organisational and operational structure;

e)  market developments in our current and future markets and their seasonality and cyclicality, as well as general economic conditions, future regulatory developments and the expected impact, timing and duration of public health emergencies and geopolitical conflicts on our business, our customers' businesses and the general market and economic conditions;

f)   our position in the market, including product portfolio and geographical reach, and our ability to use the same to develop the relevant business or market;

g)  any future collaboration or business collaboration agreements or patent license agreements or arbitration  awards, including income from any collaboration or partnership, agreement or award;

h)  timing of the development and delivery of our products and services;

i)   the outcome of pending and threatened litigation, arbitration, disputes, regulatory proceedings or investigations by authorities;

j)   restructurings, investments, capital structure optimisation efforts, divestments and our ability to achieve the financial and operational targets set in connection with any such restructurings, investments, and capital structure  optimisation efforts;

k)  future capital expenditures or other R&D expenditures to develop or rollout new products; and

l)   sustainability and corporate responsibility.

These statements, which are made on the date of this report, are based on management's best assumptions and beliefs in light of the information currently available to it and are subject to a number of risks and uncertainties, many of which are beyond Boku's control, which could cause actual results to differ materially from such statements. These statements are only predictions based upon our current expectations and views of future events and developments and are subject to risks and uncertainties that are difficult to predict because they relate to events and depend on circumstances that will occur in the future. Risks and uncertainties that could affect these statements include but are not limited to the risk factors specified under the section "Principal Risks & Uncertainties" of this report. Other unknown or unpredictable factors or underlying assumptions subsequently proven to be incorrect could cause actual results to differ materially from those in the forward-looking statements. We do not undertake any obligation to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.

 

 

Glossary

Abbreviation	Definition
A2A	Account to Account based payment schemes allow payments to be made from one bank account to another, generally in real time. They are contrasted with card-based payment schemes where the payment is mediated through a card scheme. In A2As the payment is direct via Boku. A2A payments can be organised as schemes, typically under the jurisdiction of the Central Bank (UPI in India or Pix in Brazil), as interbank initiatives (Twint in Switzerland, Blik in Poland) or as infrastructure (Open Banking access to Faster Payments in the UK)
AGM	Annual General Meeting.
AIM	Alternative Investment Market.
AISP	Under Open Banking, an Account Information Service Provider, with consumer consent can access information about the transactions and balances in the consumer's bank account. AISPs can then provide services that provide a consolidated view of a consumer's activity across multiple banks, or analysis that might not be available from their financial institution. In the UK, AISPs are authorised by the FCA.
APMs	Alternative performance measures are non-IFRS financial measures used by management to assess and monitor the performance of the business.
ATV	The Average Transaction value is the TPV divided by the total number of successful transactions.
Bps	Basis points
Bundling	Bundling refers to the distribution of Merchant services via Distributors typically as part of a new tariff or promotional offer (e.g. 'Get six months of streaming music included with your mobile phone plan'). Boku's services facilitate this process by seamlessly connecting the Distributor with the Merchant's systems.
CAGR	Compound annual growth rate.
CER	Constant exchange rate revenues/ Total Payment Volumes are calculated by applying the monthly average foreign exchange rates in the prior year to the current year revenues/ Total Payment Volumes.
CEO	Chief Executive Officer.
CFO	Chief Financial Officer.
CGU	Cash generating unit.
COO	Chief Operating Officer.
CT	Corporation tax.
Connection	A connection represents the integration between a merchant and a Local Payment Method (LPM) or other Distributor. Payment connections facilitate payments between merchants and LPMs. Bundling connections facilitate the distribution and promotion of a merchant's services via LPMs or other Distributor.
DCB	Direct Carrier Billing is a form of payment method whereby consumers can purchase digital goods using their post-paid mobile phone account or pre-paid mobile phone balance via their Mobile Network Operator.
DEI	Diversity, equity and inclusion.
Digital Wallet	A Digital Wallet is a type of payment method that allows a user to undertake transactions online and, sometimes, offline. A user will link their wallet to a funding source which might be a bank account, debit card or cash top up. The balance in the wallet is then used to fund the purchase. In some cases, these wallets will have an auto top up feature that allows funds to be withdrawn from the funding source if there is insufficient balance. Examples include Alipay, PayPal, Dana or Gopay.
Distributor	Third-party organisations, including but not limited to Local Payment Methods, that provide access to captive customer populations and enable the distribution of a Merchant's services through Boku's network.
DT	Deferred tax.
ECL	Expected credit loss
EGM	Extraordinary General Meeting.
EPS	Earnings per share.
GLT	Global Leadership Team.
Group	Boku, Inc. and its controlled entities.
IFRS	International Financial Reporting Standards.
Issuer	The Issuer is the entity within the Boku network who has the relationship with the consumer, issues them with payment credentials, collects the amounts owed by the consumer and settles them. The Issuers within the Boku network include Direct Carrier Billing providers, Digital Wallet providers and A2A schemes.
LPMs	Local Payment Methods are those which typically operate in a single region. They include Direct Carrier Billing providers, Digital Wallets providers, Account to Account based payment schemes, domestic card schemes, domestic voucher schemes, and Buy Now Pay Later operators. Local Payment Methods typically operate to their own standard and are typically not interoperable with other schemes.
LTIP	Long term incentive plan.
MAU	Boku defines a Monthly Active User as one who has undertaken one or more successful payment transactions or who has an active bundle within the month in question. Users who have registered and still have an active payment method on file are not defined as active unless they have successfully transacted.
Merchant	A merchant is a business or entity that sells products or services to consumers.
MNOs	Mobile Network Operators are telecommunication providers that operate mobile network infrastructure and enable mobile-based payment methods, including Direct Carrier Billing.
Nomad	Nominated adviser.
NPV	Net present Value.
Open banking	In Open Banking markets, banks are required to provide interfaces to authorised third parties to access account information (AISP) or initiate payments (PISP).
PISP	Under Open Banking, a Payment Initiation Service Provider, with consumer consent, can initiate payments from the consumer's bank account. In the UK, PISPs are authorised by the FCA.
Platform	The platform that Boku has built connects Merchants to Local Payment Methods and other Distributors.
PPA	Price purchase allocation.
PSP	A Payment Service Provider acts as a technical layer connecting a merchant to various issuers. The base level of service is the transaction model where only technical services are provided. It can be supplemented by the settlement model whereby funds are collected and settled to those merchants.
PwC	PricewaterhouseCoopers LLP.
RCF	Revolving credit facility.
RSU	Restricted Stock/Share Units are share awards subject to a vesting schedule and certain vesting conditions.
Settlement model	In the Settlement model, Boku provides not only technical transaction processing services but also collects the funds due from the Issuers and settles them to the merchant in the currency of their choice.
SID	Senior Independent Director.
SRSU	Stretch Restricted Share Units subject to market based vesting conditions
Take rate	Take rate is defined as revenue divided by TPV. It is a measure of the average price obtained.
TPV	Total Payment Volume is total value transacted through the system quantified in US dollars. For payments, this is the total amount successfully transacted by consumers translated into USD at average FX rates for the month. For bundling transactions, it represents the total retail value of the bundles. In some cases, this value is inferred from revenue
Transaction model	The Transaction Model is where Boku provides technical connectivity services to a merchant, while the merchant directly arranges settlement with the issuer
WACC	Weighted average cost of capital.

 

 

            Company information

 

Business Office    660 Market Street 4 Floor, Suite 400 San Francisco CA, 94104-50004 USA	Head Office 70 Gray's Inn Road 3rd Floor London England WC1X 8NH
Nominated Adviser and Joint Broker Investec Bank plc 30 Gresham Street London England EC2V 7QP	Independent Auditors PricewaterhouseCoopers LLP 1 Embankment Place London England WC2N 6RH
Joint Broker Peel Hunt LLP 7th Floor 100 Liverpool Street London England EC2M 2AT	Principal Bankers Citibank, N.A 388 Greenwich Street New York, NY 10013 USA