The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements, including the related notes thereto, included elsewhere in this annual report. The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including those set forth in “Cautionary Statement Regarding Forward-Looking Statements” and “Item 3. Key Information—D. Risk Factors.” 60 A. Operating Results Overview Nayax unifies payments, operations management, and customer engagement tools into a powerful, adaptable platform for modern commerce. Our solutions empower businesses to enhance customer experience, accept cashless payments, and manage their operations with a robust IoT, software platform, helping achieve long-term growth. Nayax serves a global network of merchants, ranging from small operators to global enterprises in industries like vending, EV charging, parking, fuel, amusements, ticketing machines, laundromats, car washes, arcades, and attended retail. As of December 31, 2025, 2024 and 2023, we served approximately 115,000, 95,000 and 72,000 customers, respectively, in more than 120 countries across all continents, supporting 35 languages, more than 50 currencies and more than 80 payment methods.We serve a diverse range of self-service verticals, including vending machines, kiosks, self-checkouts, ticketing machines, laundromats, gaming terminals, and EV charging stations. Our success in automated self-service commerce has enabled us to expand into attended retail with in-store solutions designed to scale efficiently, deploy flexibly, provide a superior experience for end-consumers, and integrate seamlessly with our suite of automated self-service solutions. Our revenue growth depends on acquiring new customers, retaining existing ones, and expanding sales across both groups by delivering essential solutions that drive business growth and cost efficiency. We cater to a broad range of customers, from single-location SMEs to multinational enterprises managing extensive POS networks. Our strategy prioritizes both market segments with a scalable and adaptable platform built to support the distinct needs of various industries and business models. Our revenues can be divided into three categories: • Software and ongoing services, including SaaS solutions; • Payment processing fees; and • Hardware sales and other one-time revenues, such as professional services. SaaS solutions-based revenue (“SaaS Revenue”) is generated from monthly recurring fixed fees charged to customers for access to our telemetry and management software solutions. Contract terms generally range from 12 to 36 months. Our SaaS solutions pricing is primarily based on a monthly rate per connected device. We offer a variety of subscription plans to customers depending on the features and functionality they require. Payment processing fees (“Payment Processing Fees”) consist of fees paid by our customers for transactions made at the point of sale and processed using our platform. This fee is generally calculated as a percentage of the total transaction amount processed. Together, our SaaS Revenue and Payment Processing Fees comprise what we refer to as our recurring revenue. In the years ended December 31, 2025, 2024 and 2023, approximately 39%, 40% and 39% of our recurring revenue was comprised of SaaS Revenue, and approximately 61%, 60% and 61% was comprised of Payment Processing Fees, respectively. Year ended December 31, 2025 2024 2023 SaaS Revenue ($millions) 113.1 88.5 58.9 YoY Growth 28 % 50 % 30 % Payment Processing Fees ($millions) 174.1 133.8 92.1 YoY Growth 30 % 45 % 55 % 61 Revenue from the sale of integrated POS devices is derived from one-time revenues from the sale of our devices. Our integrated POS devices support businesses by streamlining transactions, increasing the likelihood that customers complete purchases, and reducing costs through our end-to-end SaaS and payment processing platform. Below is a breakout of revenue for the fiscal years 2025, 2024 and 2023: Year ended December 31, 2025 2024 2023 Revenue ($ millions) Rate of total income Revenue ($ millions) Rate of total income Revenue ($ millions) Rate of total income SaaS Revenue and Payment Processing Fees 287.2 71.7 % 222.3 70.8 % 151.1 64.1 % Revenue from sale of integrated POS devices 113.2 28.3 % 91.7 29.2 % 84.4 35.9 % We use a dollar-based net retention rate as a measurement of the loyalty of our customer base. The net retention rate is measured as a percentage of revenue from returning customers in a given period as compared to the revenue from such customers in the prior period, which reflects the increase in revenue and the rate of losses from customer churn. We have shown a robust net retention rate of over 100% in each of 2025, 2024 and 2023, which was driven by our low customer churn and continued growth of our customers’ businesses. Year ended December 31, 2025 2024 2023 Net revenue retention 120 % 129 % 144 % Our Business Model We seek to drive growth by providing an integrated commerce platform that combines payment processing, management software, loyalty and consumer engagement tools, and POS devices for both attended and unattended retail environments. Our POS devices are designed for easy installation and are often integrated into OEM-manufactured equipment. Because we design and develop most of our hardware and software internally, we can customize our solutions for specific verticals and customer requirements. Global Payments Platform Our cashless payment platform enables businesses to accept multiple payment methods including major credit and debit cards, mobile wallets, prepaid cards, and QR-based payment options. We maintain connections to more than 80 merchant acquirers and payment method integrations, and process payments in multiple currencies across more than 120 countries. Telemetry and Management Software Our management software suite provides operational data analytics, remote device monitoring, inventory management, pricing controls, and business reporting capabilities. The platform is designed to integrate with external systems via APIs and provide businesses with tools to monitor device networks and operational metrics across their installed base. Loyalty and Consumer Engagement Platform We provide integrated loyalty and consumer engagement tools designed to increase customer retention, transaction frequency, and average transaction value for merchants. Our loyalty platform includes Monyx Wallet, a mobile application that enables operators to create and manage digital loyalty programs, implement punch card campaigns, offer tiered pricing structures, distribute digital prepaid cards, and communicate directly with consumers. Monyx Wallet provides merchants with insights into purchasing preferences, helping them to create more relevant rewards and better shopping experience for their consumers. We also offer Weezmo, a digital receipt and marketing platform that connects online advertising with in-store purchases through customizable branded digital receipts delivered via SMS or email. These loyalty and engagement tools are integrated with our payment processing and management platforms, enabling merchants to implement and track loyalty campaigns, measure redemption rates, and analyze customer lifetime value from a unified system. Our platform allows merchants to create closed-loop prepaid card programs, establish member pricing tiers, and configure automatic rewards based on purchase frequency or spending thresholds. 62 Integrated POS Devices Our POS devices combine payment acceptance capabilities with telemetry and data transmission functionality. We design and engineer our hardware and software to support integration in both self-service automated environments and attended retail locations. The devices are designed to support remote management and data collection as part of our integrated platform. Factors Affecting our Performance Acquisition of New Customers Our long-term success depends on appealing to a diverse array of new customers across both automated self-service and attended retail markets. Our flexible solutions allow us to refine our messaging and sales approach by vertical, strengthening our ability to connect with a wide range of businesses as a differentiated and high-impact growth partner offering both deep industry expertise and seamless scalability. We have a proven track record of securing enterprise Requests for Proposals, or RFPs, while operating an efficient, automated SME acquisition channel that minimizes costs and accelerates adoption. Since our ability to attract new customers relies, among others, on the strength of our sales team, the effectiveness of our marketing, and referrals from satisfied customers, we expect to increase investments in sales, marketing, and customer acquisition for our integrated POS devices and professional services over time. Revenue Retention and Expansion Within our Existing Customer Base Our ability to retain customers and grow revenue within our existing base is a key driver of long-term success. We believe our flexible platform creates substantial upselling and cross-selling opportunities, and our strategy focuses on expanding our footprint within customer operations, introducing value-added services that enhance efficiency and automation, and capturing a greater share of transaction volume. Once deployed, our platform becomes an essential part of customer operations, with high switching costs and the mission-critical nature of our solutions increasing stickiness and reducing churn. Approximately 80% of total revenue for the year ending December 31, 2025, can be attributed to existing customers and our dollar-based net retention rate was approximately 120%. Type of Business on our Platform Our revenue depends, among others, upon the industries we serve, the total volume of payments processed, and the currencies in which transactions occur. Since transaction sizes, payment preferences, and digital adoption rates vary widely across verticals and geographies, we may see shifts in our revenue mix, average transaction size, and overall payment volume as we continue to expand into new verticals, markets, and regions. Industry Trends Our financial performance has been influenced by the ongoing global shift from cash to digital payment methods, which has increased demand for cashless payment acceptance solutions and driven growth in our payment processing business. The expansion of the automated self-service retail market beyond traditional vending machines to include micro markets, smart coolers, car washes, EV charging stations, and other unattended payment environments has increased our addressable market; Additionally, small and medium-sized businesses in attended retail and hospitality sectors are increasingly adopting integrated point-of-sale systems that combine payment processing, inventory management, and customer engagement tools, which has created opportunities for our Nayax Attended platform. Our ability to continue benefiting from these trends is subject to various factors, including macroeconomic conditions such as inflation and consumer spending; regulatory developments affecting payment processing and specific industries we serve; competitive dynamics including pricing pressure and technological innovation; foreign currency fluctuations; and our ability to execute our growth strategy, including successful integration of acquisitions and expansion into new geographies and verticals. There can be no assurance that these industry trends will continue or that we will be able to capitalize on such trends to the same degree as in recent periods. 63 Geographic Expansion We may pursue entry into new geographic markets to hedge against region-specific economic fluctuations, expand our addressable market, and fully leverage our existing global network of payment methods and multi-currency support. Offering businesses in emerging markets access to our seamless, scalable payment infrastructure would bridge gaps in financial access, unlock new revenue streams, and create long-term growth opportunities by establishing an early leadership position in high-potential regions where digital commerce adoption is surging. Customer Growth Rates We believe our long-term revenue growth is closely tied to the success of our customers, and we are committed to helping drive their expansion. Our platform enables businesses to scale efficiently and process greater transaction volumes, allowing us to capture more payment processing revenue and reinforcing our role as a trusted partner. We will continue to invest in solutions that help our customers grow, enhance their revenue potential, reduce their operational costs, and drive their continued engagement with our platform. We expect the number of locations on our platform to increase as our customers grow their businesses and open new sites. Since our platform eliminates the need for multiple vendors, streamlines operations, and enhances payment processing efficiency, we believe businesses will remain within our ecosystem as they expand. Innovation and Solution Development We believe continuous innovation is essential to maintaining our market leadership, and we plan to invest in research and development to strengthen our existing solutions, evolve alongside our customers, and unlock strategic opportunities in new markets. Although we expect increased research and development spending to affect operating margins in the short term, these investments position us to develop and scale new products that drive adoption, strengthen customer relationships, and fuel long-term revenue growth. Economic Conditions We believe that the following macroeconomic and geopolitical considerations are likely to influence our future financial performance: • Global Economic Growth: Slower economic expansion may lead businesses to scale back or delay investments in our integrated POS devices and services. Consumers could also reduce discretionary spending in response to slower growth, reducing our overall transaction volumes. • Supply Chain Disruptions: Component shortages, or anticipated or unanticipated logistical disturbances could disrupt our ability to manufacture and fulfill orders on time, increasing the cost of essential components and shipping or impacting our ability to meet contractual commitments. • Interest Rates: Rising interest rates could increase borrowing costs for our customers, limiting their ability to invest in new locations, upgrade payment infrastructure, or adopt our integrated POS solutions at the same pace. • Inflation: Volatility in component prices has already affected production costs for our integrated POS devices, and prolonged inflation may further strain margins. While general inflation has not yet significantly impacted customer demand for our solutions, persistent cost increases could require adjustments in pricing or supply chain strategies to maintain affordability and competitiveness. • Tariffs: Elevated tariffs on essential imported materials, including steel and aluminium, could lead to higher manufacturing expenses for our integrated POS devices, potentially reducing our profit margins. Suppliers also may attempt to renegotiate or terminate contracts if tariffs unexpectedly raise their operating costs or disrupt their own supply chains. • Political and Geopolitical Conditions: political or geopolitical conditions, trade disputes, international boycotts and sanctions, political and social instability, acts of war, terrorist activity or other similar events could disrupt our operations, increase our costs, disrupt our supply chain, reduce our sales and earnings, impair our ability to raise additional capital when needed on acceptable terms, if at all, or otherwise adversely affect our business, financial condition and results of operations. Please refer to “Item 3. — D. Risk Factors” for a more comprehensive and detailed discussion of trends and uncertainties that could impact our future financial performance and operating results. 64 Components of our Consolidated Income Statement Revenues We generate revenue from three primary sources: • SaaS Revenue: We charge monthly fees per billable device for access to our telemetry and management software, with pricing based on a tiered subscription model. Customers can choose from multiple plans, each offering different levels of functionality and support, ensuring flexibility for businesses of all sizes. Revenue is recognized over the subscription period once service begins. • Payment Processing Fees: We charge a transaction fee for payments processed through our platform, typically calculated as a percentage of the total transaction amount. We recognize revenue from Payment Processing Fees as gross revenue because we are responsible for facilitating, managing, and ensuring the completion of the transaction. We recognize fees paid to our acquiring partners as cost of revenues because they are direct expenses incurred to deliver that service. • Revenue from the sale of integrated POS devices: We generate one-time revenue from the sale of integrated POS hardware. Although we believe that businesses can optimize their sales performance, cost efficiency, and customer experience by deploying our integrated POS devices in conjunction with our SaaS solutions and payment processing infrastructure, our hardware supports multiple functionalities and can be purchased as a standalone product. We recognize revenue from hardware sales when control of the device transfers to the customer, as each sale is a distinct performance obligation separate from any related services. Cost of Revenues Our Cost of Revenues can be divided into three primary categories: • Cost of integrated POS devices sales includes all expenses associated with the production, sale, and distribution of our integrated POS devices, including hardware component costs, shipping and handling expenses, external manufacturing services, salary-based and share-based compensation for employees, quality control, and infrastructure costs related to testing and production oversight. We reduced hardware-related costs in 2025 by enhancing production efficiency and leveraging improved global supply chain conditions to renegotiate supplier contracts, reduce material costs, and ensure more stable pricing for key components. We will continue to identify opportunities over the coming year to expand our gross margin by optimizing hardware design, refining cost controls, and improving overall operational efficiency. We attribute approximately $73.3 million, or 35.3%, of our cost of revenues in 2025 to hardware, representing a 14.2% increase compared to 2024. We plan to continue investing in hardware products as the foundation of our continued growth and gateway to our platform while maintaining our focus on reducing manufacturing costs. • Cost of processing includes interchange and flat fees paid to processing agencies, including merchant acquirers and card networks, for payment processing services. We attribute approximately $107.4 million, or 51.8%, of our total cost of revenues in 2025 to payment processing expenses. • Cost of services includes all expenses associated with developing or maintaining our SaaS platform and device communication network, expenses related to our Tier 1 customer support team, and relevant employee-related costs, including salary-based and share-based compensation. We attribute approximately $26.8 million, or 12.9%, of our total cost of revenues in 2025, to our SaaS solutions. We plan to continue investing in SaaS and customer support as essential components of our overall value proposition, which may negatively impact our gross margins in the short-term. 65 Research and Development Expenses Research and development expenses consist primarily of employee and subcontractor expenses and other related costs for research, development and product management, core development, product design, characterization and construction, share-based compensation costs, depreciation of property plant and equipment and right of use assets and other corporate overhead allocations. We anticipate that these costs will increase as we continue to invest in the development of new products and services and develop new functionalities in our existing products including Nayax platform. However, we expect that research and development expenses will decrease as a percentage of revenue over time as we continue to scale our business. Depreciation and Amortization in Respect of Technology and Capitalized Development Costs Depreciation and amortization arise of internally developed technology and intangible assets related to technology obtained through our business combination and acquisition activity. Selling, Administrative and General Expenses Selling, administrative and general expenses consist of general and administrative expenses and expenses attributable to sales and marketing activities. Sales and marketing expenses consist primarily of employee expenses and other related costs derived from our sales, business development and marketing departments, including stock-based compensation costs, commission costs to distributors, travel and hospitality-related expenses and other expenses associated with our sales and marketing efforts. General and administrative expenses consist primarily of employee expenses and other related costs derived from the following departments: finance, legal, administrative, human resources and information technology, including related stock-based compensation costs, corporate overhead allocations, consulting, management and professional fees, computer and system maintenance and other expenses incurred in connection with the day-to-day operation of our business. We expect selling, administrative and general expenses to moderately increase as we push to grow our customer base and product offering. However, we expect that selling, administrative and general expenses will decrease as a percentage of revenue over time as we continue to scale our business. Finance Income (Expense), Net Financing income (expense), net include interest on bank loans, bonds, other long-term loans, lease liabilities, exchange rate differences and other financing expenses incurred in connection with sustaining our operations. Our functional currency is U.S. dollar, while our bonds and a material portion of our expenses are incurred in NIS and other foreign currencies. Currency exchange differences may have a material impact on our finance income or expense. However, we entered into transactions and contracts to hedges these differences, which have mitigated some of the effects of these differences. In addition, we receive payments in a significant number of different currencies including U.S. dollar, Euro, Australian dollar, and British pound, consequently, we are exposed to fluctuations in different exchange rates relative to the U.S. dollar. Financial income in respect of exchange rate differences in 2025 was partially attributed to currency differences related to inter-company balances. a. Financial Income Year ended December 31, 2025 2024 2023 U.S. Dollars in thousands Interest income on cash and bank deposits 6,217 3,110 1,685 Financial income in respect of change in fair value options - 148 - Financial income in respect of shareholders and related companies 224 150 24 Financial income in respect of finance sub-lease - - 17 Financial income in respect of exchange rate differences 4,231 - 767 10,672 3,408 2,493 b. Financial Expenses Year ended December 31, 2025 2024 2023 U.S. Dollars in thousands Interest expense on bank loans and bank fees (3,380 ) (6,181 ) (3,389 ) Financial expenses in respect of change in fair value options (53 ) - (310 ) Financial expenses in respect of loans from others - (197 ) (591 ) Financial expenses in respect of other liabilities (997 ) (1,552 ) (161 ) Financial expenses in respect of Bonds (8,892 ) - - Financial expenses in respect of leases liabilities (344 ) (333 ) (330 ) Financial Expenses in respect of exchange rate differences - (2,634 ) - (13,666 ) (10,897 ) (4,781 ) 66 How we Assess the Performance of our Business In addition to operational metrics such as number of customers, number of managed and connected devices, number of transactions and financial measures determined in accordance with IFRS, we also use Adjusted EBITDA, a non-IFRS financial measure, as a measure to evaluate our past results and future prospects. Key Operating Metrics We regularly monitor the following operating and financial metrics to help us evaluate our business, identify trends affecting our business, formulate business plans and make strategic decisions. We believe the financial and operating metrics presented below are useful in evaluating our business. Although these operating and financial metrics are frequently used by investors and security analysts in their evaluation of companies, such metrics have limitations as analytical tools, and should not be considered in isolation or as substitutes for analysis of our results of operations as reported under IFRS. In addition, our operating and financial metrics may be calculated in a different manner than similarly titled metrics used by other companies. Note that our key operating metrics presented below for 2025 include data as a result of the acquisition of UpPay, Inepro Pay and Lynkwell in the first, second and last quarters of 2025, respectively, and gaining control over Tipago and IoT as a result of acquiring additional shares in February and May 2025, respectively, for 2024 include data as a result of the acquisition of Roseman Engineering and VMT in the second quarter of 2024, and for 2023 include data as a result of the acquisition of Retail Pro in the last quarter of 2023. Number of Customers We track the number of customers that use our products and services as a gauge for the size and growth profile of our business. We define number of customers as the number of unique customers that have transacted using our platform within the period presented. The following table sets forth number of customers for the periods indicated: As of December 31, 2025 2024 2023 Number of customers 114,501 95,060 72,252 YoY growth 20 % 32 % 52 % Number of Managed and Connected Devices We track managed and connected devices as a measure of the fixed subscription base in our business. We define the number of managed and connected devices as the number of integrated POS devices that were utilized by customers within the period presented. The following table sets forth managed and connected devices for the periods indicated: As of December 31, 2025 2024 2023 Number of managed and connected devices (in thousands) 1,463 1,260 1,044 YoY growth 16 % 21 % 44 % 67 Number of Transactions We track the number of transactions executed using our integrated POS devices as a way to track the growth of payment processing revenues in our business. The following table sets forth the number of transactions for the periods indicated: Year ended December 31, 2025 2024 2023 Number of transactions (in millions) 2,873 2,378 1,841 YoY growth 21 % 29 % 41 % Non-IFRS Financial Measures In addition to our results determined in accordance with IFRS issued by the IASB, we believe the following non-IFRS financial measure is useful to investors in evaluating our operating performance. Management refers to the following non-IFRS financial measure as a means to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-IFRS financial information, when taken collectively with financial measures prepared in accordance with IFRS, may be helpful to investors because it provides an additional tool for investors to use in evaluating our ongoing operating results and trends and in comparing our financial results with other companies because it provides consistency and comparability with past financial performance. However, our management does not consider this non-IFRS measure in isolation or as an alternative to financial measures determined in accordance with IFRS. Non-IFRS financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with IFRS. Non-IFRS financial information may be different from similarly titled measures used by other companies. The principal limitation of these non-IFRS financial measures is that they exclude significant expenses that are required by IFRS to be recorded in our financial statements, as further detailed below. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by management about which expenses are excluded or included in determining these non-IFRS financial measures. A reconciliation is provided below for the non-IFRS financial measure to the most directly comparable financial measure prepared in accordance with IFRS. Investors are encouraged to review the related IFRS financial measures and the reconciliation of non-IFRS financial measures to their most directly comparable IFRS financial measures included below and to not rely on any single financial measure to evaluate our business. Adjusted EBITDA Adjusted EBITDA is a non-IFRS financial measure that we define as income (loss) for the period excluding finance expenses, net, tax expense (benefit), depreciation and amortization, share-based compensation costs, Other expenses (income) from a non‑recurring transaction, acquisition related costs and our share in losses of associates accounted by the equity method. We present Adjusted EBITDA in this annual report because it is a measure that our management and board of directors utilize as a measure to evaluate our operating performance. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors. 68 The following is a reconciliation of Income (loss) for the period, the most directly comparable IFRS financial measure, to Adjusted EBITDA for each of the periods indicated. Year ended December 31, 2025 2024 2023 In USD thousands Income (Loss) for the period 35,516 (5,631 ) (15,887 ) Finance expenses, net 2,994 7,489 2,288 Tax expenses (income) (950 ) 1,247 1,215 Depreciation and amortization 25,487 21,370 12,505 EBITDA 63,047 24,475 121 Share-based payment costs 7,305 7,187 6,027 employment benefit cost(1) 773 541 - Other expenses (income)(2) (10,257 ) 2,023 444 Share of loss of equity method investee 226 1,270 1,555 Adjusted EBITDA 61,094 35,496 8,147 (1) Consists of other compensation arrangements provided to the shareholders of VMT. (2) Consists primarily of (i) expenses incurred in connection with our listing on Nasdaq, (ii) professional fees and other expenses incurred in connection with our acquisitions, (iii) fees and expenses, other than underwriter discount and commissions, incurred in connection with our March 2024 underwritten public offering of 3,130,435 ordinary shares, (iv) settlement arrangement and legal expenses incurred in connection with and throughout the ICA’s investigative process related to our acquisition of OTI, (v) gain recognized from remeasurement of an equity accounted investee, upon obtaining control of Tigapo and Nayax Capital, and (vi) payroll expenses resulting from one-time structural change made by the Company. Results of Operations We have based the following discussion on our consolidated financial statements which you should read in conjunction with these financial statements, as it is qualified in its entirety by reference to them. The following tables set forth our results of operations. Note that our results of operations presented below for 2025 include data as a result of the acquisition of UpPay, Inepro Pay and Lynkwell in the first, second and last quarters of 2025, respectively, and gaining control over Tipago and IoT as a result of acquiring additional shares in February and May 2025, respectively, and for 2024 include data as a result of the acquisition of Roseman Engineering and VMT in the second quarter of 2024. Comparison of the Years Ended December 31, 2025 and 2024 The following table summarizes our results of operations for the years ended December 31, 2025 and 2024: Year ended December 31, 2025 2024 In USD thousands Revenues 400,433 314,013 Cost of revenues 207,471 172,479 Gross Profit 192,962 141,534 Research and development expenses 29,959 25,374 Selling, administrative and general expenses 121,307 98,196 Depreciation and amortization in respect of technology and capitalized development costs 14,167 11,566 Other expenses (income) (10,257 ) 2,023 Share of loss of equity method investee 226 1,270 Profit (Loss) from ordinary operations 37,560 3,105 Financial Income 10,672 3,408 Financial Expense (13,666 ) (10,897 ) Profit (Loss) before taxes on income 34,566 (4,384 ) Tax income (expenses) 950 (1,247 ) Profit (Loss) for the year 35,516 (5,631 ) 69 Revenue The following table provides a breakdown of our primary revenue streams. Year ended December 31, 2025 2024 In USD thousands Revenue from the sale of integrated POS devices 113,232 91,677 Recurring revenue 287,201 222,336 Total revenue 400,433 314,013 Total revenue for the year ended December 31, 2025 increased by $86.4 million, or 28%, from $314 million for the year ended December 31, 2024. Revenue from the sale of integrated POS devices increased by $21.6 million, or 24%, from $91.7 million for the year ended December 31, 2024 as a result of a change in product mix that increased the average selling price. Recurring revenue increased by $64.9 million, or 29%, from $222.3 million, of which $24.6 million was attributable to an increase in SaaS Revenue primarily as a result of an increase in the number of managed and connected devices and $40.3 million was attributable to an increase in processing activity as a result of a higher volume and value of transactions. Our revenue mix in 2025 continues to shift moderately towards recurring revenue. In 2025, approximately 71.7% of our total revenue came from recurring revenue compared to 70.8% in 2024. We expect that our revenue mix will continue shifting towards recurring revenue in coming years. Cost of Revenues The following table provides a breakdown of our cost of revenues attributable to our primary revenue streams. Year ended December 31, 2025 2024 In USD thousands Cost of integrated POS devices sales 73,226 64,106 Cost of recurring revenue 134,245 108,373 Total cost of revenue 207,471 172,479 Total cost of revenues for the year ended December 31, 2025 increased $35 million, or 20%, from $172.5 million for the year ended December 31, 2024. Costs attributable to integrated POS devices sales increased by $9.1 million, or 14%, from $64.1 million, primarily as a result of change in products mix sold which was partially offset by lower manufacturing costs. Cost of revenues attributable to our recurring revenue stream increased by $25.9 million, or 24%, from $108.4 million, primarily as a result of a higher transaction volume and value and an increase in the number of managed and connected devices in the period. 70 Gross Profit Total gross profit for the year ended December 31, 2025 increased by $51.4 million, or 36%, from $141.5 million for the year ended December 31, 2024. Total gross profit margin increased to 48.2% from 45.1% for the year ended December 31, 2024. Gross profit relating to the sale of integrated POS devices increased by $12.4 million, or 45%, from $27.6 million for the year ended December 31, 2024. This increase was primarily attributed to a favourable product mix notwithstanding a decline in the number of POS devices sold. Gross margin from integrated POS devices sales increased by 5.2%, from 30.1% in 2024, largely due to the improved product mix and a reduction in manufacturing costs. Gross profit relating to recurring revenue increased by $39 million, or 34%, from $114 million for the year ended December 31, 2024, primarily as a result of an increase in SaaS Revenue attributable to a higher installed device base and an increase in Payment Processing Fees from increased transaction volumes and value. Gross margin relating to recurring revenue increased 2% from 51.3% for the year ended December 31, 2024, primarily stemming from optimizing key contracts with several bank acquirers and improved our smart-routing capabilities. Research and Development Expenses Research and development expenses for the year ended December 31, 2025 were $30 million, compared to $25.4 million for the year ended December 31, 2024, an increase of $4.6 million, primarily driven by a $5 million increase in employee salary expense and related costs due to the growth in our headcount and the impact of our recent acquisitions of Roseman Engineering and VMT, acquisitions in 2024 which did not contribute a full year of expense in 2024, as well as the effect of gaining control over Tipago and IoT during 2025, offset by an increase of $0.5 million in capitalized development costs primarily stemming from continued investing in new products and features. Selling, Administrative and General Expenses Total selling, administrative and general expenses for the year ended December 31, 2025 increased $23.1 million, or 24%, from $98.2 million for the year ended December 31, 2024, primarily due to $11.2 million increase in employee salary expense and related costs due to the growth in our headcount, higher salary costs and the impact of our recent acquisitions of Roseman Engineering and VMT, acquisitions in 2024 which did not contribute a full year of expense in 2024, the acquisition of Uppay Inepro Pay and Lynkwell in 2025, as well as the effect of gaining control over Tipago and IoT during 2025; an increase of $4.5 million in IT related costs, depreciation expenses and other office-related costs; an increase of $2.7 million in professional services; and an increase of $2.1 million in marketing. Depreciation and Amortization in Respect of Technology and Capitalized Development Costs Depreciation and amortization in respect of technology and capitalized development costs for the year ended December 31, 2025 were $14.2 million, compared to $11.6 million for the year ended December 31, 2024, an increase of $2.6 million, primarily driven by amortization of technology assets derived from our recent acquisition of Roseman Engineering and VMT in 2024, for which we did not recognize a full year of expense in the prior period, as well as the amortization of technology assets associated with our acquisitions of Uppay, Inepro Pay, Tigapo and IoT in 2025. Other Expenses or Income Other income for the year ended December 31, 2025 was $10.3 million, primarily attributable to gain recognized from remeasurement of an equity accounted investee, upon obtaining control of Tigapo and IoT offset by professional fees and other expenses related to our recent acquisition of Uppay, Inepro Pay and Lynkwell and payroll expenses resulting from a one-time structural change made by the Company, compared to $2 million in other expenses for the year ended December 31, 2024, primarily attributable to professional fees and other expenses, incurred in connection our March 2024 underwritten public offering of 3,130,435 ordinary shares, and professional fees and other expenses incurred in connection with the acquisition of Roseman Engineering and VMT in the second quarter of 2024, including other compensation arrangements provided to the shareholders of VMT, and amounts paid pursuant to the Consent Decree entered into with the ICA including professional expenses arising in connection with and throughout the ICA’s investigative process Equity Method Investee Our share in losses of associates accounted for by the equity method amounted to $226 thousand for the year ended December 31, 2025. This loss is attributable to our investment in Tigapo. 71 Finance Expenses, Net Finance expenses, net for the year ended December 31, 2025 were $3 million compared to $7.5 million for the year ended December 31, 2024, a decrease of $4.5 million. This decrease was primarily driven by exchange rate fluctuations, increase in interest income from bank deposits and decrease in interest and bank related expenses.These reductions were partially offset by increased financial expenses associated with the bonds we issued in 2025, which contributed to an overall increase in our total debt. Geographic Distribution Our corporate headquarters is located in Israel and serves as the central hub for the Group’s core management, product strategy, research and development center, marketing center and other key corporate functions. While these activities are directed from Israel, a significant portion of our sales and operations are carried out through our foreign subsidiaries and third‑party distributors in Europe, North America, Latin America, Australia, and other regions worldwide. The below table sets forth our revenue breakdown per geographic region for the years indicated: Year ended December 31, 2025 2024 In USD thousands United States 164,635 123,033 Europe (excluding United Kingdom) 91,782 76,000 United Kingdom 46,974 38,688 Australia 31,896 27,521 Israel 22,301 16,967 LATAM 25,314 13, 719 Rest of the World 17,532 18,085 Total 400,433 314,013 See Note 5 to our consolidated financial statements included elsewhere in this annual report for more information. Comparison of the Years Ended December 31, 2024 and 2023 This analysis can be found in Item 5 of the Company’s annual report on Form 20-F filed with the SEC on March 4, 2025. Cash Flows Comparison of the Years Ended December 31, 2025 and 2024 The following table summarizes our cash flows for the years ended December 31, 2025 and 2024: Year ended December 31, 2025 2024 (in USD thousands) Net cash generated from (used in): Net cash generated from operating activities 40,288 42,902 Net cash flows used in investing activities (78,740 ) (45,906 ) Net cash flows generated from financing activities 265,824 50,844 Increase in cash and cash equivalents 227,373 47,840 72 Net Cash Generated from Operating Activities Our cash flow from operating activities is generated primarily from our profit for the period excluding non-cash items and changes in working capital. We use our cash flows generated from operating activities to provide working capital for current and future operations. For the year ended December 31, 2025, net cash generated from operating activities was $40.3 million, representing a moderate decrease of $2.6 million compared to the $42.9 million generated in 2024. The decrease in cash flow derived mainly from investment in inventory of new product lines, including build-up for future demand and orders from the manufacturer. In addition, in connection with the acquisition of Nayax Capital, we strategically supported customers by providing more favourable payment terms, to allow them to accelerate their growth and continue their engagement with our platform. Despite the decrease, operating cash flow benefited from ongoing improvements in our hardware infrastructure, including targeted investments and optimization measures that enhanced efficiency and improve operational leverage. We also realized lower processing costs as a result of optimizing key contracts with several bank acquirers and improved our smart-routing capabilities. Furthermore, revenue growth exceeded the rate of increase in operating expenses, contributing positively to operating cash flow and underscoring the Company’s ability to maintain sustained profitability as it scales. Net Cash Used in Investing Activities Our investing activities have primarily consisted of acquisitions and investments in technology. For the year ended December 31, 2025, net cash used in investing activities was $78.7 million compared to net cash used in investing activities of $45.9 million for the year ended December 31, 2024, an overall change of $32.8 million. The increase was primarily driven by $37.9 million used for the acquisitions of Uppay, Inepro Pay, Tigapo, IOT and Lynkwell and additional cash outflow related to investment in capitalized development cost and technology aimed at expanding market reach and advancing new product development, as well as strategic infrastructure investments, including purchase of property, plant, and equipment, to support future growth. Further outflows included payments of deferred liabilities associated with the acquisitions of RPI, VMT and Tigapo, and $9.5 million used to grant loans to business partners. These items were offset by $11.1 million generated from withdrawal of deposits under liens and an increase in interest received from cash balances and bank deposits. Net Cash generated from Financing Activities Our financing activities in 2025 consisted primarily of proceeds from our March 2025 offering and our December 2025 expansion of Series A Notes and Series 1 Warrants. For the year ended December 31, 2025, net cash generated from financing activities was $265.8 million compared to $50.8 million for the year ended December 31, 2024, an overall change of $215 million. The increase was primarily driven by $134.3 million of proceeds from our March 2025 offering of Series A Notes and Series 1 Warrants and $173.1 million from our December 2025 expansion to the Series A Notes and Series 1 Warrants, These proceeds were partially offset by repayments of bank long term loans, repayment of outstanding amount of credit facility and interest payment on notes. Comparison of the Years Ended December 31, 2024 and 2023 This analysis can be found in Item 5 of the Company’s annual report on Form 20-F filed with the SEC on March 4, 2025. B. Liquidity and Capital Resources We fund our operations from our net cash flows generated from operating activities and issuances of equity. In addition to these cash flows, we have entered into certain debt arrangements to provide additional liquidity and to finance our operations. Loans and Credit facilities In July 2023, the Company entered into an additional short-term credit facility with an Israeli bank in the amount of $9.75 million, which was later increased to $30 million. The short-term credit facility bears a prime based variable interest rate. As of December 31, 2025, no amounts were outstanding under the short-term credit facility. In November 2023, we acquired Retail Pro. We funded the cash portion of the consideration payable at the closing, in the amount of approximately of $17 million, with a short-term credit facility we received earlier in the year. This bridge loan bears a variable interest rate based on the secured overnight financing rate (SOFR). In parallel with the bridge loan, the bank approved a long-term loan in the amount of approximately $17 million. The long-term loan was fully executed on February 25, 2024 and bears a SOFR based variable interest rates. As of December 31, 2025, a total of $13.7 million was outstanding under the long-term loan. We are a party to an additional short-term credit facility with an Israeli bank with commitments totalling $15 million. This short-term credit facility bears a prime based variable interest rate. As of December 31, 2025, no amounts were outstanding under the short-term credit facility. 73 In December 2024, we received a loan in an amount of NIS 21 million from an Israeli bank. In March 2025, the Company repaid in full the outstanding principle under this loan and, accordingly, as of December 31, 2025 there were no outstanding amounts under this loan. The financing arrangements described above required us to accept customary restrictive covenants that may limit our ability to pay dividends, repurchase our ordinary shares and incur or guarantee indebtedness. In May 2020 we received a state-guaranteed long-term loan totalling NIS 15 million from an Israeli bank. The loan bears a prime based variable interest rate and is repayable in 48 equal monthly installments beginning May 2021. In March 2025, the Company repaid the last principal installment outstanding under the loan and, accordingly, as of December 31, 2025, there were no outstanding amounts under this loan. On March 10, 2025, we announced the completion of an offering of Series 1 Warrants and Series A Notes (the “Securities”) in Israel. The Securities were offered in units, with each unit consisting of NIS 1,000 principal amount of Notes and three Warrants. The Company sold 486,291 units at a price of NIS 1,021 per unit, for aggregate gross proceeds of NIS 496.5 million (approximately $137.1 million). The Notes are non-linked, bear a fixed annual interest rate of 5.9%, and will mature on September 30, 2030. The Notes principal will be repaid in four annual unequal payments commencing in September 2027 through September 2030. Each Warrant is exercisable into one Ordinary Share of the Company, at an exercise price of NIS 177.80 (paid in cash), which is subject to adjustments to changes in the NIS-to-USD exchange rate, and the Warrants will expire on March 31, 2027. In connection with the offering, the Company undertook, for as long as the Notes are outstanding, customary restrictive covenants that limit our ability to pay dividends, repurchase our ordinary shares and incur or guarantee indebtedness. On December 10, 2025 we announced the completion of an offering in Israel by way of expansion of the Series 1 Warrants and Series A Notes, for aggregate gross proceeds of approximately NIS 565.6 million (approximately $176 million). As the offering was made by way of expansion of our existing Notes, the Covenants, Restrictions on Distributions and Events of Default applicable to the Notes are identical to the original Notes. Each Warrant is exercisable into one Ordinary Share of the Company, at an exercise price of NIS 177.80 (paid in cash), which is subject to adjustments to changes in the NIS-to-USD exchange rate in relation to such rate on March 10, 2025, the date of issuance of the Notes, and will expire on March 31, 2027. In August 2023, we filed with the ISA a shelf prospectus (the “Shelf Prospectus”). Such Shelf Prospectus allows the Company to raise funds from time to time through the offering and sale of various securities including debt and equity, in Israel, at the discretion of the Company. Any offering of these securities will be made pursuant to filing a supplemental shelf offering report which will describe the terms of the securities being offered and the specific terms of the offering. On February 9, 2025, at the Company’s request, the ISA extended the term of the Shelf Prospectus through August 23, 2025, and on December 2, 2025, the ISA extended the term of the Shelf Prospectus through August 23, 2026. In October 2023, we filed with the SEC a Registration Statement on Form F-3 (the “Registration Statement”). Such Registration Statement allowed us to raise from time to time up to $70,000,000 through the offering and sale of various securities including debt and equity, at the discretion of the Company. The Registration Statement also provided for the offer and sale by certain selling shareholders of up to 1,294,219 ordinary shares, in the aggregate, from time to time in one or more offerings, but we are not entitled to any funds raised from such sales. On March 12, 2024, we completed an underwritten public offering of 3,600,000 ordinary shares under the Registration Statement, in which we sold 2,600,000 ordinary shares (including the overallotment option), and certain selling shareholders offered and sold a total of 1,000,000 ordinary shares (the proceeds of which were paid to the selling shareholders). The offering utilized approximately $67.6 million of the Company’s availability under the Registration Statement, and resulted in net proceeds to the Company of approximately $62.4 million, after deducting the underwriting discount and fees and offering expenses payable by the Company. Any offering under either the Shelf Prospectus or the Registration Statement would comply with the registration requirements under the Securities Act and any applicable U.S. state securities laws or, alternatively, utilize an applicable exemption from any such registration, as the case may be. We believe that our existing cash and cash equivalents and short-term bank deposits, together with cash flow from operations, will be sufficient to support our liquidity and capital requirements for at least the next 12 months from the date of this Annual Report. Our future capital requirements will depend on many factors, including our revenue growth, the expansion of sales and marketing activities, increases in general and administrative costs and many other factors, including those described above in “Factors Affecting our Performance”. We may, in the future, enter into additional arrangements to acquire or invest in complementary businesses, which could increase our cash requirements. 74 We may be required to seek additional equity or debt financing. In the event we require additional financing, we may not be able to raise such financing on terms acceptable to us or at all. If we are unable to raise additional capital when required or generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully, which would adversely affect our business, financial condition and results of operations. C. Research and Development, Patents and Licenses, etc. See “Item 4. Information on the Company—B. Business Overview—Intellectual Property” and “Item 5. Operating and Financial Review and Prospects—A. Operating Results.” D. Trend Information See “Item 5. Operating and Financial Review and Prospects—A. Operating Results.” E. Critical Accounting Estimates Our consolidated financial statements are prepared in conformity with IFRS, as issued by the IASB. In preparing our consolidated financial statements, we make judgements, estimates and assumptions about the application of our accounting policies which affect the reported amounts of assets, liabilities, revenue and expenses. Our critical accounting judgements and sources of estimation uncertainty are described in Note 3 to our consolidated financial statements, which are included elsewhere in this annual report.