REG - Boku Inc - 2025 Full Year Results
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RNS Number : 9071W Boku Inc 17 March 2026
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 $'m
Direct Carrier Billing (1) 70.4 64.6 +9%
Digital Wallets & Account to Account (1) 43.5 26.0 +67%
Bundling (1) 14.9 8.7 +71%
Total Group revenue 128.8 99.3 +30%
Adjusted EBITDA(2,)(3) 41.3 30.3 +36%
Adjusted EBITDA margin(2,)(3) 32.1% 30.5% +1.6pp
Operating profit 18.9 6.2 +205%
31 Dec 2025 31 Dec 2024 Movement
Group cash 245.6 177.3 +39%
Own cash(2) 102.9 80.2 +28%
Operational highlights FY 2025 FY 2024 Movement
Monthly Active Users(1) (m) in December 114.4 87.1 +31%
Total Payment Volume(1) ($bn) 15.7 12.4 +27%
Blended take rate(1) 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 Rate(2) ("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 connections(1) 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
(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
(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 Rate(2) (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.
(1)Boku & Juniper Research, 2024. 2024 Global Ecommerce Report.
Available at https://www.boku.com/boku-knows/2024-boku-global-ecommerce-report
(https://www.boku.com/boku-knows/2024-boku-global-ecommerce-report)
(2)Constant 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 (#_ftn1) )) (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 (#_ftn2) )) 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 (#_ftn3) )) 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
(#_ftn4) )) 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 (#_ftn5) )) 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 (#_ftn6) )) 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 (#_ftn7) )) 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 income(1)
For the year ended 31 December 2025
Re-presented
2025 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 12,271 3,779
(all attributable to equity holders of the parent)
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 16,915 1,551
(all attributable to equity holders of the parent)
Earnings per share 9 $ $
Basic EPS 0.04 0.01
Diluted EPS 0.04 0.01
Alternative performance measures
Adjusted EBITDA(2) 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 Foreign currency translation reserve Treasury share Accumulated Total Equity
reserves Reserve losses
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 - - (2,228) - 3,779 1,551
the parent company)
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 - - 4,644 - 12,271 16,915
the parent company)
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 1 January 2026
& IFRS 7)
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 3-5 years
Computer equipment and software 3 years
Leasehold improvement 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 Useful economic life
Trademarks Indefinite life - not amortised
Merchant relationships 5 -10 years
Developed technologies 2-10 years
Domain names 10 years
Internally developed software 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 market(1) 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 region(2) $'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 expense(1) 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 1,412 475
recognised
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 warrants(1) 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
(1)The 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 issuers(1) 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 allowance(1) (878) (572)
Utilised during the year(1) 73 (90)
Closing balance 580 1,385
(1)Movements 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 merchants(1) 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 Share Number of Shares Share
'000 Capital '000 Capital
$'000 $'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 Number of options Weighted average Number of options Weighted average
outstanding
(thousands)
exercise price
(thousands)
exercise price
per share option
per share option
(in USD) (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 Number of options Weighted average Number of options Weighted average
outstanding
(thousands)
exercise price
(thousands)
exercise price
per share option
per share option
(in USD) (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 Weighted-average Number of RSUs Weighted-average
(thousands)
grant-date fair value (in USD)
(thousands)
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 Weighted-average Number of RSUs Weighted-average
(thousands)
year-end fair value (in USD)
(thousands)
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 2024
$'000 $'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 999 908
benefit/(charge)
- Income tax expense 8 7,291 2,407
Changes in net working capital(1):
- Increase in Issuer, trade and other receivables including contract (23,101) (7,139)
assets
- Increase in merchant, trade and other payables including contract 65,543 25,765
liabilities
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
(1)Items 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.
(2)Warrants 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
Total(1) 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
Total(1) 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 EBITDA(1) 41,341 30,291
Adjusted EBITDA margin (%) 32.09% 30.51%
Adjusted operating expenses(2) 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 expenses(1) 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 Head Office
660 Market Street 70 Gray's Inn Road
4 Floor, Suite 400 3rd Floor
San Francisco London
CA, 94104-50004 England
USA WC1X 8NH
Nominated Adviser and Joint Broker Independent Auditors
Investec Bank plc PricewaterhouseCoopers LLP
30 Gresham Street 1 Embankment Place
London London
England England
EC2V 7QP WC2N 6RH
Joint Broker Principal Bankers
Peel Hunt LLP Citibank, N.A
7th Floor 388 Greenwich Street
100 Liverpool Street New York, NY 10013
London USA
England
EC2M 2AT
1 (#_ftnref1) Constant exchange rate revenues are calculated by applying the
monthly average foreign exchange rates in the prior year to the current year
revenues.
2 (#_ftnref2) 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 (see the
APM section of this report for further details).
3 (#_ftnref3) Calculated as adjusted EBITDA over revenue for the year. This
is an APM.
4 (#_ftnref4) Calculated as cash held plus gross amounts due to Boku from
issuers and merchants less amounts owed to merchants.
5 (#_ftnref5) In prior periods, Bundling revenues were disclosed as a subset
of DCB revenues. Given the increased scale of the Bundling product and its
application outside of DCB, Bundling revenues are now presented as a separate
line item to provide greater reporting transparency.
6 (#_ftnref6) Adjusted operating expenses defined as revenue less adjusted
EBITDA. This is an APM. 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.
7 (#_ftnref7) Average cash is determined by calculating the average cash
balances for each month and then averaging those monthly amounts over the
reporting period. This is an APM.
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. END FR JRMBTMTIBMLF
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