Annual Report 2024
Contents
Highlights
Chair statement
Bango vision, purpose & values
CEO statement
Market opportunity
Business model
Investor proposition
Technology & innovation
Environment
Social
Bango people profiles
Section 172
CFO statement
Principal risks & uncertainties
Board of Directors
Company information
Directors Report
Corporate Governance
Audit & Risk Committee
Nominations Committee
Remuneration Committee
Independent auditor’s report to the
members of Bango PLC
Consolidated statement of
comprehensive income
Consolidated statement of
financial position
Consolidated cashflow statement
Consolidated statement of
changes in equity
Notes to the consolidated financial
statements
Statement of financial position of
Bango PLC
Statement of changes in equity of
Bango PLC
Cashflow statement of Bango PLC
Notes to the financial statements
of Bango PLC
02
03
04
06
10
12
16
18
22
25
27
30
34
38
Strategic report
Governance
Financial statements
41
44
45
47
52
55
56
65
74
75
77
78
80
126
128
129
130
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increase in transactional
revenue to $36.2M
(2023: $32.7M)
Financial
highlights
Operational
highlights
increase in adjusted
EBITDA** to $15.3M
(2023: $6.4M)
increase in Annual
Recurring Revenue* (ARR)
to $14.0M (2023: $8.8M)
increase in total
revenue to $53.4M
(2023: $46.1M)
11%
59%
16%
139%
new Digital Vending
Machine® customers -
brings total to 27
Net Revenue
Retention
(NRR)
content providers in
the Bango DVM™,
up from 93 at end of
FY23
9
125%
110
Digital Vending Machine® is a registered trademark of Bango.Net Ltd
DVM™ is a trademark of Bango.Net Ltd
*Annual Recurring Revenue is the expected annual
revenues to be generated in the next 12 months
based on contracted revenues recognized as at 31
December.
**Adjusted EBITDA is earnings before interest, tax,
depreciation, amortization, negative goodwill,
exceptional items, share of net loss of associate
and share based payment charge
weeks to launch
Disney+ with online
retailer Continente,
from Disney referral
12
2
Chair statement
2024 was a year of significant progress
for Bango. In a rapidly evolving
subscription
economy,
we
have
strengthened our leadership position,
expanded
our
capabilities,
and
delivered solid financial performance.
This success reflects the skill, resilience,
and ambition of the Bango team as we
navigate opportunities and challenges
alike.
The subscription economy is growing
at
an
extraordinary
pace,
with
billions of active subscriptions and a
fundamental shift toward subscription-
based models. Bango sits at the
heart of this transformation, leading
the way in subscription bundling - an
emerging trend that helps users to
manage subscriptions seamlessly and
enables content providers to gain new
customers efficiently.
At the core of this growth is the Digital
Vending Machine® (DVM™) from Bango,
which powers subscription bundling for
some of the world’s largest telcos and
content partners. Our momentum is
accelerating - three of the top five US
Telcos have already chosen DVM, and
deployments continue worldwide. In
December 2024, DVM drove recurring
revenue exceeding $14M per year, and
we see a clear trajectory toward over
$100M per year as more subscriptions
flow through the platform.
Alongside the DVM, our Payments
business remains a vital part of the
Bango commercial model. Processing
billions of dollars of payments, the
Direct Carrier Billing (DCB) business is
trusted and cash-generative, integrated
with over 100 Telco billing and wallet
systems. As one of only two global
market leaders in DCB, Bango is
capitalizing on prior investments to
drive exceptional performance for our
customers. In 2024, we made significant
strides toward our target of 50%+
EBITDA margins in DCB, benefiting from
the integration of DOCOMO Digital.
With the complexities of acquisition,
platform migrations, and restructuring
largely behind us, Bango is now fully
focused on accelerating growth. The
upcoming switch-off of legacy systems
marks the completion of a demanding
phase, allowing us to concentrate
entirely on scaling DVM and maximizing
value from our DCB foundation. As we
move forward, we are committed to
providing clear, transparent financial
insights to ensure investors understand
how we are driving shareholder value in
both the near and long term.
We strengthened our leadership team
in 2024 with the appointment of Matt
Wilson as CFO and by welcoming Tony
Perkins to the Board as Audit Chair and
Senior Independent Director. Their deep
financial expertise enhances our ability
to execute effectively and reinforces our
commitment to strong governance and
strategic execution.
Anil Malhotra and Frank Bury will not be
seeking re-election to the Bango PLC
Board at the June 2025 AGM. Anil will
be focusing all his energy and extensive
AI credentials on helping Telcos and
others leverage the unique data the
DVM gathers, helping increase its value
and importance to the subscription
industry. I would like to thank Frank for
his invaluable contributions, excellent
guidance and counsel to Bango as a
NED since 2019 and as a supportive
shareholder.
Looking ahead, the Board remains
focused on three core priorities:
•
Demonstrating
clear
financial
progress – increasing free cash
flow while maintaining disciplined
cost management.
•
Expanding
our
leadership
in
subscription bundling – growing
the
number
of
subscriptions
flowing through DVM.
•
Strengthening competitive barriers
– ensuring Bango remains the
market leader as subscription
bundling scales globally.
The challenges of 2024 tested our
agility and resilience, but the Bango
team has demonstrated its ability to
adapt, innovate, and deliver. With a
high caliber team, clear strategy, strong
execution, and an expanding market
opportunity, I am confident that Bango
will continue to thrive, creating lasting
value for our shareholders, customers,
and employees.
Ray Anderson
Exec Chair
3
Dominate the distribution
of subscription services
through telco channels
EXPAND
PURPOSE
VISION
Powering choice
and control for
subscribers
Where people
subscribe
VALUES
4
Develop
new bundling verticals
beyond telcos
EXPLORE
Use data to
differentiate Bango and
monetize content providers
ENHANCE
Manage the
payments business for
cash and profit
EXTRACT
5
Bango operates two distinct product
lines that share a common technology
stack and customer base but differ in
revenue model and growth dynamics
which, together, made 2024 a year
of both growth and optimization at
Bango.
Digital Vending Machine® (DVM™):
The Bango DVM enables subscription
services
to
scale
through
major
distribution channels including telcos,
retailers, banks and others. Subscription
services
are
increasingly
delivered
to consumers through these indirect
channels, in the form of bundles and
offers, enabled by the DVM.
By connecting once to the DVM, a
content provider becomes part of
a large and expanding network of
resellers. Equally, a reseller connected to
the DVM becomes part of an ecosystem
of over one hundred content providers.
This unique position makes Bango THE
place that the world’s largest companies
come to for bundling.
The DVM is a powerful technology that
is continually evolving to make bundling
simple and powerful. The DVM, while
still early in its evolution, has the
characteristics to become the defacto
standard for subscription bundling.
Payments/Transactional: Bango was
an early innovator in Direct Carrier
Billing (DCB), a payment method
that enables consumers to charge
purchases directly to their mobile
phone bill. Everything from paying for
bags of gems in the Google Play store
to buying duffel bags from Amazon in
Japan can be paid for via DCB. Bango
has a leading position in this market.
Bango is the largest DCB partner in
the Google Play store, the only partner
Amazon use for DCB in Japan and the
sole provider of online DCB services to
NTT DOCOMO – the largest operator,
in the largest DCB market in the world.
Bango
generates
revenue
from
payments by charging a percentage
of the retail price for processing
the transaction. The DCB market is
expected to grow steadily and the
Bango payments business will grow
with the market.
Strategy for growth
In my 2024 interim statement, I described
the four pillars driving our strategy for
growth:
•
Extract: Manage the payments
business for cash and profit
•
Expand: Lead the bundling of
subscription services through telco
channels
•
Enhance: Use data to differentiate
Bango and monetize content
providers
•
Explore: Identify new bundling
opportunities outside telcos
Below I set out the progress made in
2024 against each pillar.
Extract: Manage the payments
business for cash and profit
The payments business continues to
perform well, growing 11% in 2024 vs
2023.
The fastest growing routes were in Asia
and MEA, which Bango acquired with
CEO statement
6
DOCOMO Digital (DDL). These routes
operate on lower margin contracts,
affecting overall gross profitability in the
payments business. Work to optimize or
restructure these contracts is ongoing.
Bango has disconnected a number
of small, unprofitable routes since
the DOCOMO Digital acquisition but
continues to launch selected new
routes where there is significant growth
potential.
The migration of the routes from the
DDL platform to the Bango Platform
is largely complete, with the final route
migrations planned to complete in 1H
2025, allowing us to close the physical
data centre we acquired in Frankfurt. We
have reorganized the sales and account
management
teams
to
separate
payments and DVM. This provides an
increased focus on profitable growth.
Expand: Dominate the
distribution of subscription
services through telco channels
Telcos are the primary channel used
by content providers to distribute
subscription services. Omdia estimates
that in 2024, 418M digital content
subscriptions are distributed by Telcos.
Early,
bilateral
integrations
were
completed directly between a Telco and
content provider. As more subscription
services become available and Telcos
add more content providers to their
consumer propositions, these direct
integrations no longer make economic
sense and face increasing technical
complexity, limiting the ability to create
targeted multi content bundles – enter
the Digital Vending Machine from
Bango.
In 2024, the global growth of the DVM
continued. 9 new customer wins in 2024
brought the total DVM customers to 27
at 31 Dec 2024.
•
Entering 2024, Bango already
powered 3 of the top 5 US Telcos.
During 2024, the growth continued
across North America with the
DVM expanding to regional Telcos
and cable companies, many of
whom have millions of customers.
With the decline in large PayTV
packages these communications
companies have struggled to
retain their subscribers. Super
bundling
provides
an
ideal
mechanism for these businesses to
remain competitive, and to retain
and grow subscriber numbers.
Time to market is as important
as reducing the work required by
their internal IT teams. The R&D
investment into new capabilities,
such as the user interface (CX) and
offer management, proved critical
in securing new DVM customers,
further differentiating Bango from
the competition.
•
In
LATAM
existing
customers
continued to launch new bundles,
expanding quickly. A number of
new, large Telcos made significant
progress towards launching super
bundling with DVM.
•
Europe continues to lag the
Americas. After two early customer
wins with BT and Liberty Global,
momentum has been slow in
Western Europe. However, in 2024,
we signed our first customer in
Eastern Europe and in Q1 2025
signed an agreement with an
operator in Western Europe – early
signs that momentum is building.
•
APAC is a very diverse region.
However, the overall number of
opportunities is growing. In 2024,
we signed new customers (our first
DVM customers outside Australia).
The 2025 pipeline is strong, and
the product investments made to
simplify the integration into pre-
pay markets has opened-up new
opportunities.
Growth from existing customers is
high, as evidenced by a Net Revenue
Retention of 125%, which measures the
growth in license revenue for customers
who were active at the end of 2023.
We expect this to continue as large
customers accelerate and start to
move through the license tiers as they
manage more subscriptions through
the DVM.
Today, Bango manages tens of millions
of subscriptions, generating tens of
millions of dollars in revenue. However,
DVM subscriptions are growing fast as
existing customers launch more services
to more users. Late in 2024, the first Tier
1 Telco moved out of the first license fee
tier into the (higher price) second tier.
Bango estimates that around 600
million subscriptions could be managed
by super bundling platforms in 2029.
The platform itself has been tested to
support much higher volumes without
significant additional capex or opex, to
ensure it can accommodate the growth
in the market that Telcos have indicated.
For example, the Verizon CEO stated at
a recent UBS Media Conference:
“Our ambition is to have more than
50% of our customers on myPlan. It’s
the quickest or fastest-growing service
product we have had for wireless
consumers…”
With the average US household having
5.4 subscriptions this could lead to
tens (if not hundreds) of millions of
subscriptions being managed by the
Bango DVM from Verizon alone.
Enhance: Use data to
differentiate Bango and
monetize content providers
The Bango DVM provides significant
benefit to content providers, many
of whom use the Bango platform to
connect to resellers with no direct cost
– the DVM license fee being paid by the
reseller. While the DVM is the leading
7
solution – and rapidly becoming the
standard – for creating subscription
bundles, the potential value extends far
beyond bundling connections.
“Enhance” is the newest growth pillar
but has enormous potential. In 2024, we
appointed Marisa Teh as Chief Product
Officer to accelerate innovation in this
area. Our current focus is on harnessing
the rich insights within the Bango
platform to help content providers
understand, benchmark, predict, and
influence subscriber growth for their
bundled offers.
By delivering powerful analytics and
targeting opportunities through the
DVM, we can enable content providers
to scale faster and optimize their
business strategies.
The aim of this investment is to unlock
the holy grail of any platform business -
the ability to generate value from both
sides of the platform – resellers and
content providers. By leveraging data
to drive subscriber engagement and
growth, we are creating new revenue
opportunities for content providers while
strengthening the entire marketplace.
Explore: Develop new bundling
verticals beyond telcos
While Telco is the largest vertical for super
bundling, the Bango DVM is agnostic to
the reseller, the same product powers
retailers, banks and other resellers, as it
does Telcos. The Bango DVM’s flexibility
was demonstrated when Continente,
Portugal’s largest retailer, launched
Disney+ bundles just 12 weeks after a
referral from Disney - despite Continente
having no prior subscription bundling
experience.
Non-Telco verticals are not new to
Bango.
We
launched
employee
benefits provider Benefit One in Japan
in February 2023, and have powered
bundles with US retailers Sams Club
and Best Buy for a number of years.
However, there is a new trend to move
beyond offering one or two basic
bundles to a more comprehensive
subscription marketplace. This is DVM
territory, and we have started to build
a pipeline of opportunities in both
financial services and retail.
Another interesting observation is the
trend for content providers to connect to
both sides of the DVM, using the DVM to
connect to resellers and also using the
DVM to bundle complementary content
with their own subscription services.
(e.g. Sirius XM who are bundling other
content service such ss Fox Nation with
their own music service) again this is
something the existing DVM makes
seamless.
Summary
At Bango, we are creating something
truly exceptional with the DVM. It solves
real problems for consumers, content
providers and resellers, as highlighted
when the Japanese publication Nikkei
“Our ambition is to have
more than 50% of our
customers on myPlan. It’s the
quickest or fastest-growing
service product we have had
for wireless consumers…”
Verizon CEO stated at a recent UBS
Media Conference
Subscriptions Assemble
Welcome to the bundle economy report
Our latest research highlights the evolving attitudes and behaviors of
American subscribers. Drawing insights from 5,000 US consumers, this
report uncovers the key trends shaping the new bundle economy and
reveals why collaboration, not just competition, is essential for success.
Download your copy: bango.com/resources/subscriptions-assemble/
8
selected Super Bundling as one of their
top two trends for 2025.
The growth path is clear, the market
opportunity is clear and the DVM is the
right product to capture the opportunity.
The payments business continues to be
a strong bedrock, providing the profit
and cash for us to continue to build
resilience and invest in the DVM.
The
DOCOMO
Digital
acquisition
has been complicated but solidified
our position as a leader in the DCB
market, creating significant economies
of scale. With the acquisition integration
largely complete, and with growing
DVM recurring revenue, Bango is
positioned to further extend its market
leadership and deliver significant value
to shareholders.
Outlook
We have seen a strong start to 2025. In
the first quarter of the year we added 4
new DVM customers compared with an
average of 9 per annum for the prior
2 years. The revenue from these 4 new
customers in FY25 will amount to over
50% of the total new DVM revenue we
added in 2024. The growth continued in
Q2 with additional wins including our
first ever contract in South Korea where
a leading Telco has adopted the DVM
to support their bundling strategy.
The core of the transactional business is
growing as expected however the lower
margin routes are experiencing some
volatility though the margin profile of
these routes means that there is no
impact to profitability.
With a stronger balance sheet (as a
result of the NHN loan extension and the
$15M RCF) Bango has more flexibility to
manage the business while providing
increased comfort to our large partners.
This flexibility will allow further cost
reductions to be accelerated delivering
increasing cash and profitability in line
with consensus in 2025 with further
profitability upside in 2026.
The global subscriptions
market value is estimated
to grow from $593 billion in
2024 to nearly $1 trillion by
2028
(Juniper Research, 2024)
Paul Larbey
CEO
9
Subscription market opportunity
How many subscriptions do you
have?
Purchasing products and services in
the form of subscriptions has become
prevalent
throughout
consumers’
lives. The average American has 5.4
subscriptions, with over 50 million
Americans subscribing to more than
10
services
(Bango
‘Subscriptions
Assemble’, January 2025). In the UK, the
figures are similar at 3.3 subscriptions
per consumer and, as Bango research
shows, the pattern is repeated across
Europe, Asia and Latin America (Bango
‘Subscription Wars’, 2024).
Entertainment services are the most
visible
subscriptions,
in
particular
subscription video on demand (SVOD)
e.g. Netflix, Amazon Prime Video,
Disney+ and AppleTV. Many people
have a music streaming subscription
and in the past 12 months computer
gaming has launched new releases as
subscriptions for huge franchises such
as Call of Duty, from the day of release.
In the entertainment industry, the
subscription streaming business model
is displacing linear programming as the
revenue driver across sports, movies
and other viewing categories.
Consumer
preference
for
cost-
predictable,
always
available
subscriptions
doesn’t
stop
there.
Increasingly consumers pay a few
dollars a month for mobile phone
and computer back-up and storage
(Google One, Apple One); for device
protection
(Norton,
McAfee);
for
business and social media (LinkedIn
Premium, Microsoft365); for information
(SubStack, FT.com); health and well-
being (Strava, FitBit, Calm); education
(DuoLingo, Masterclass.);
managing
investments
(Interactive
Investor,
Morningstar); home security and smart
home (Ring, Google Nest) and many
other categories.
It is easy to underestimate the scale
of the subscriptions market. In the
streaming media market alone, it is
estimated that there are over 200
different
streaming
subscriptions
available worldwide.
Today, the value of the subscriptions
market is estimated to account for
nearly $300B in consumer spending
on a wide range of digital products
and services (Juniper Research, 2024).
If this estimate is extended to include
subscriptions for physical goods and
services (food boxes, coffee clubs, pet
services, retail subscriptions) the total
is predicted to reach nearly $1 trillion
within 3 years (Juniper Research, 2024).
Up to 1 in 5 video subscriptions are sold through indirect channels
High growth markets thrive on innovation and competition. In the expanding
subscriptions economy, content providers have doubled down on strategies to win and
retain consumers, boosting ARR and customer lifetime value. This is illustrated by the
decision of Netflix to no longer report new subscriber numbers but focus instead on
average revenue per user and subscriber longevity in its quarterly reporting.
“We see…continued
momentum since we
launched myPlan and
myHome, capturing more
volumes than we have done
before. And it just resonates
with our customers. Our
ambition is to have more
than 50% of our customers
on myPlan.”
(Hans Vestberg, CEO Verizon
Communications Inc., Dec 2024)
Subscriptions by category
10
“Our myPlan perks and +play
marketplace, a portal to our
extensive content offerings,
has been a smash hit among
customers and great for our
content partners with churn
among our customers down
60-70% compared to the
average.”
(Verizon CEO)
“We plan on being aggressive
with partnerships and
bundling going forwards,
and view telcos and internet
service providers in particular
as a natural fit”
Leading video streaming service provider
- “Inside Secrets Part 2”, Bango, 25
The latest Bango research underlines
the importance of bundling to the
end consumer. For content providers,
bundling has become an integral part
of their go to market and content
monetization strategies. Bundles create
stronger consumer propositions for both
parties, and the benefits of bundling for
increasing average user revenue, life-
time value and reducing churn accrue
to both the content providers and their
channel partners – such as telcos -
who deliver the bundles.
Super bundling rises to meet
the demand for all-in-one
subscription management
Super
Bundling
gives
consumers
access to a vast and varied content
catalog, all available through a single
platform, on a single bill. Using super
bundling technology like the Digital
Vending Machine, resellers can create
customized, targeted bundled offers
to
individual
consumer
segments.
Crucially,
super
bundling
brings
consumers greater control over their
subscription services allowing them to
sign up, pause, resume and manage
subscriptions all in one place.
Consumers express a clear preference
for service providers who enable the
creation of these subscription super
bundling hubs, stating increased loyalty
to these providers and even a willingness
to pay more for this capability (Bango:
Subscription Wars, 2024; Subscriptions
Assemble, 2025).
Telco bundled subscriptions growth
The market demand for subscription super bundling is driving the adoption of the Digital
Vending Machine from Bango. Over the next 5 years, Bango expects the addressable
market for super bundling to grow by over 400% to exceed 600 million digital content
subscriptions alone, excluding the potential in the retail subscriptions market.
Telco super bundled
Telco basic bundled
Source: Omdia & Bango - 2025
11
Business model
Bango is a technology company focused on enabling our customers to acquire and retain more users and
grow their revenues.
Subscription bundling: Digital Vending Machine® (DVMTM)
The Digital Vending Machine® (DVMTM) from Bango is a software technology that allows content providers to
sell their subscription services through indirect channels.
The DVM is a platform sold in a SaaS model. It enables content providers to sell subscriptions as bundles to
consumers, through a third-party channel such as a telco or bank.
Powering 4 of the 6 largest
companies globally by
market cap
3 of top 5 US telcos use Bango
Digital Vending Machine®
Top 7 largest SVOD services
in US by market share bundle
via DVMTM
Powering the world’s two largest
subscription super bundling stores
(Verizon +play and Optus SubHub)
Market dynamics
Bango has first mover advantage in the growing trend
of subscription super bundling through telco and other
channels.
•
Proven technology to create multi-channel
subscription bundles
•
Integrated to over 100 subscription content
providers
12
Investment opportunity: Addressable market sizing
Paid digital subscription bundling market global market totals in 2029 and 6-year CAGR’s (23-29)
Source: Omdia & Bango - 2025
Super bundle features:
1.
more choice of products;
2.
using data and AI to create and target bundles;
3.
a consumer friendly subscriptions portal/hub
Total digital subscriptions delivered via Telco bundles are forecast to grow from 360M in 2023 to 626M in 2029
(CAGR of 9.6%), with the super bundled proportion increasing to 95% (79.1% CAGR)
Customer base and revenue model
•
Used by leading Telcos including Verizon, BT/EE, T-Mobile US and Liberty Global, the DVM provides a
single point of access to over 100 content providers
•
Recurring multi-year “SaaS” license fee which scales with number of managed subscriptions, plus initial
integration fees and optional feature fees
•
Three-year average initial contract period (auto renew). Contracts are very sticky
Delivering key benefits for everyone
•
Subscription content providers access a broader customer base, leveraging channel marketing spend to
win customers with higher lifetime value
•
Consumers gain control of their subscriptions, simplifying management and reducing cost of multiple
subscriptions
•
Channels including Telcos simplify content provider integration/management to offer bundled services
that attract and retain more customers, reducing churn by up-to 70%
13
Payments: Direct Carrier Billing (DCB)
Bango Payments powers alternative payments such as Direct Carrier Billing (charging to a phone bill) and
mobile wallets for online merchants, reaching over 4 billion consumers.
One of only two large-scale
global DCB businesses
Largest DCB provider
for Google
Amazon DCB provider across
digital and physical goods
Sole DCB provider for Amazon
Japan and NTT DOCOMO
Market dynamics
•
Direct Carrier Billing (DCB) allows users to make payments without the requirement for a payment card or
bank account to complete transactions
•
Important payment method entrenched in mobile-first markets, for example Japan and developing
economies where there is a high unbanked population
Delivering key benefits for everyone
•
Telcos gain a single integration point to hundreds of content providers to allow customers to make
purchases by charging the cost directly to their phone account, increasing ARPU
•
Subscription content providers gain access to a broader customer base, leveraging channel marketing
spend to win customers with higher lifetime value
•
Consumers gain a secure, fast and convenient way to pay for content and services, without the need for
a credit card or bank account
14
Global Direct Carrier Billing (DCB) End User Spend Volumes
Source: Research and Markets
The global market for DCB is estimated at $38.1B in 2023 and is projected to reach $77.2B by 2030, growing at
a CAGR of 10.6% from 2023 to 2030.
Customer base and revenue model
•
Powering over 230 payment connections, including Amazon, Google, Microsoft
•
Launched DCB in both Google and Amazon in 2012
•
Largest DCB provider for Google and sole DCB provider for Amazon Japan and NTT Docomo
•
Bango charges a percentage of retail transaction values
15
Investment proposition
Bango is a high-growth platform
business at the center of the booming
digital subscription market.
The Digital Vending Machine® (DVM)
from Bango is the leading platform
enabling Telcos, financial services and
retailers to super bundle subscriptions
from top-tier content providers including
Disney, Microsoft, and Amazon.
As the first mover in this space, Bango
benefits
from
significant
market
power, securing deep connections
with major subscription providers and
locking in resellers through a single,
seamless platform. This network effect
strengthens its competitive position and
fuels ongoing expansion.
Market leading business with a highly differentiated product
Consistent track record of strong recurring revenue growth
Bango has demonstrated robust and reliable revenue expansion, with core transactional revenue growing at a 25% CAGR from FY21
to FY24. This growth is driven by a scalable model that earns a percentage of the retail transaction value.
The Digital Vending Machine (DVM), a high-growth SaaS platform, has further accelerated progress with a 35% CAGR over the same
period. Bango revenue scales with users, subscriptions and new Telcos so the revenue will continue to grow, as new customers sign up
to the Bango DVM and existing customers add more users and services.
Diversified customer base with long-term blue-chip relationships
Bango technology underpins global scale for the world’s top Telcos and content providers, supporting over 230 payment integrations
including Amazon, Google, and Microsoft. Leading telcos such as Verizon, BT, and Liberty Global rely on the Bango DVM to access
a broad range of high-quality content providers via a single integration. A Net Revenue Retention rate of 125% as of December 2024
underscores strong and expanding relationships with existing enterprise customers.
Market leading business in a large, growing market
Bango holds a first-mover advantage in subscription super bundling - an emerging and fast-growing market segment. The DVM
platform leads this trend, providing a turnkey solution for bundling and resale across Telcos and other channels. This strategic evolution
in the Bango business model has significantly expanded Bango’s addressable market.
Currently managing tens of millions of subscriptions, Bango is positioned to scale to hundreds of millions. Meanwhile, alternative
payment methods like DCB and wallets continue to outpace traditional banking options, boosting future growth potential.
Scalable technology and a differentiated product
Unique “Connect once” architecture enables rapid deployment of sophisticated payments and bundling at scale, making it simple to
configure and launch new partners and regions fast.
The Bango platform can collect payments for any type of product or service – digital, physical, IoT, one-time, subscription - charging
the cost to a phone bill, mobile wallet and more.
Improving on traditional SaaS, Bango
operates a true platform model,
generating
high-margin,
recurring
revenues which largely convert to cash.
With over 500M digital subscriptions
forecast to be bundled via Telcos by
2026 (Omdia, 25), Bango is primed for
continued rapid growth and increasing
profitability.
16
Primary markets
Bango gives content providers instant access to a ready-made distribution, marketing and billing network through subscription hubs
provided by Telcos and other consumer channels (resellers) that use the Digital Vending Machine®.
Subscription bundling
•
High growth market opportunity
•
Highly scalable without adding cost
•
Early market leadership
•
Leverage existing Telco relationships from payments
business
•
Powerful cross-leverage between telcos standardizing on
DVM and content providers adopting the DVM
Payments
•
High market share, single digit market growth
•
Reliable and profitable
•
Highly cash generative
•
Stable, long-term agreements
•
Low cost
•
Low OPEX, high GM
Our partners
The world’s largest content providers - including Amazon, Google and Microsoft – trust Bango technology to reach consumers
everywhere.
Telcos / resellers
Drivers
&
challenges:
$996Bn
opportunity driven by need to increase
revenue
per
user
and
consumer
relevance, and reduce churn (Juniper,
24).
Content providers
Drivers & challenges: Opportunity
driven by need to acquire millions
more users with subscription bundles,
reducing acquisition cost and increasing
lifetime value.
Business verticals: Investment proposition
The Bango DVM is the world’s first end-to-end super bundling platform - cloud-native, highly scalable, and purpose-built for payments
and subscriptions. It simplifies complex integrations by offering a single API for telcos to connect with multiple content providers,
eliminating the need for maintaining multiple and fragmented APIs.
Strong, diverse team with high employee engagement
Bango’s leadership team brings deep experience in founding, acquiring and scaling high-value technology and data companies.
Their focus on innovation and financial performance drives sustained success across the business. The team’s effectiveness is reflected
in exceptionally high employee engagement scores, which far exceed tech industry benchmarks and highlight a strong culture of
commitment and retention.
Robust unit economics and high margins driving operational free cash flow
The DVM licensing model provides a reliable and growing revenue stream, supported by strong demand and predictable customer
expansion. Bango’s DCB operations continue to produce significant free cash flow as a mature, cash-generating segment.
17
Technology & Innovation
The Digital Vending Machine® from Bango (the DVM) extends across the entire subscription lifecycle - helping partners accelerate
customer acquisition, enhance retention, and drive sustainable revenue growth.
By investing in solutions that lower barriers to entry, Bango empowers businesses of all sizes to seamlessly bundle, launch, and scale
their subscription offerings. The DVM is a comprehensive solution that supports subscriptions ecosystem partners, both resellers and
content providers, through every stage of their lifecycle in super bundling.
Going beyond traditional solutions that focus solely on onboarding, contracting and billing, Bango R&D investments focus on
accelerating time to market, enhancing bundling automation and unlocking new monetization opportunities for content providers
through data insights.
Migration Engine
Resellers - Telcos and others - who started through a DIY approach to bundling, are limited in their ability to
scale beyond basic bundles. Consumer demand has given rise to increasingly more sophisticated bundled
offers becoming both commonplace and expected. As a result, resellers are migrating their existing in-house
connections to the Bango DVM, motivated by clear consumer preference for consolidating subscriptions on a
single app or platform (see Subscriptions Assemble, Bango, 2025).
This goes beyond just transferring entitlements to the DVM. To ensure no loss of access, Bango technology
enables the seamless migration of subscriptions and associated plans, ensuring relationships between users,
subscriptions and plans are not incomplete or broken. With behind-the-scenes automation, all linked data
structures, e.g. user history and eligibility, is preserved, preventing data discrepancies or loss - especially for
large volumes of data - without requiring extensive manual adjustments.
Sandbox
The
DVM
Sandbox
accelerates
onboarding by enabling end-to-end
validation of the DVM at any point,
independent
of
partner
contracts
and connections. With access to a
broader suite of full production APIs,
detailed documentation, and powerful
emulators for both resellers and content
providers, it supports comprehensive
testing of connections, workflows, and
complex offers. The DVM Sandbox
supports everything from activation
and upgrades to styling and design of
the user interface (CX) including single
sign-on SSO.
Bango Developer
documentation website
18
Partner Discovery
Partner Discovery is a self-service portal used by subscription
resellers - e.g. Telcos and banks - to explore a wide range of
content providers available through the DVM™ ecosystem,
filtering by region and category.
Designed to revolutionize how resellers connect with content
providers, the Partner Discovery portal eliminates the time-
consuming process of finding content providers and negotiating
individual terms for bundling and reselling. The Partner
Discovery portal accelerates time to market by offering pre-
agreed rates, bundling terms and conditions, and geographic
availability. Partner Discovery is the ultimate bundling store for
the subscription economy.
Dynamic Offer Management
Dynamic Offer Management solves the problems of setting up sophisticated multi-party offers. Alternative
approaches involve multiple CRM systems which are cumbersome to navigate and require a lot of manual
intervention. Dynamic Offer Management eliminates complexity in setup, automating a number of the processes
required to create, configure, test, and approve offers, accelerating time to market and reducing operational
overhead.
The moment a subscriber accepts a subscription offer, Bango orchestrates a workflow, verifying eligibility,
DVM Consumer Experience (CX) Digital Hub
Building a digital subscription hub from scratch is a complex
and resource-intensive endeavor, requiring significant time,
expertise and financial investment. Development could take
months or even years.
DVM™ CX is the solution designed to help Bango partners
accelerate the launch of a consumer portal for their
subscriptions bundling hub. As a configurable, white-label
subscription hub, resellers can brand the DVM™ CX as their
own, providing consumers with a seamless way to manage
and pay for their subscriptions in one place – while unlocking
valuable behavioral insights to optimize marketing strategies.
With DVM CX, partners can:
•
Quickly launch a branded subscription hub with pre-built
templates for desktop and mobile
•
Offer sophisticated bundles by connecting with hundreds
of subscription partners including leading streaming
services like Netflix, Disney+, Amazon Prime and YouTube
Premium
•
Analyze the performance of subscriptions, bundles and offers,
tracking trends in activations and cancellations over time
Dynamic Offer Management simplifies how
resellers define and launch offers, reducing setup
time from days to minutes. For example, a Bango
DVM customer rolled out offers to end users with
eligible mobile phone or internet plans to drive
ARPU. Offers included a Netflix and Max bundle,
Walmart+, YouTube Premium and others for just
$10/month each.
updating entitlement status, associating the offer with the right
subscriber, initiating the billing cycle(s), and notifying both the
reseller and content provider(s). Even after activation, Bango
ensures ongoing synchronization in billing to ensure renewals,
activations and handling of price phase changes happen
seamlessly. Managing this complex process in the DVM (rather
than the resellers back office) reduces time to market while
increasing the stickiness of the DVM.
Bango Partner Discovery portal
Optimum selected the
Digital Vending Machine®
to bring new subscription
bundles to their customers
19
Data models to power
subscription economy
To keep pace with the fast-evolving
subscription economy, understanding
consumer
engagement,
predicting
churn
and
optimizing
acquisition
strategies are critical factors. This is
made possible through investment
to increase the level of granularity,
contextual depth and richness of our
datasets. This enhances the accuracy
and predictive power of our models
to help partners unlock greater value
from the Bango ecosystem. To support
the growing volume and complexity of
data, we also increased the scalability
of our data architecture and minimized
latency in retrieving data.
Purpose-built solutions for pre-paid markets
Recognizing the growing demand for subscription bundling in Telco pre-paid markets, Bango introduced key
functionality to better manage and track multiple top-up activations and expirations across consumer history.
For consumers, these innovations allow them to purchase multiple top-ups throughout a billing cycle to
maintain or extend the perks they are entitled to. For instance, a customer might top-up their pre-paid account
with $30 at the start of the month and then purchase a second top-up for $20 mid-month to extend their
data plan or additional services. This translates into uninterrupted access to digital subscriptions previously only
accessible via post-pay.
With consumer’s top-up history,
content providers gain valuable
insights into consumer usage
behavior too. For example,
identifying that most top-ups
occur in $5 increments reveals
spending pattens, psychological
price points and peak top-
up times. This insight enables
both
resellers
and
content
providers to optimize campaign
effectiveness, enhance audience
segmentation and tailor offers
to better meet consumer needs.
For resellers and content providers, innovations in sequential
top-up stacking ensure instant entitlement updates, while
simplifying billing through automatic reconciliation. Real
time event notifications for critical actions like activations or
expirations provide resellers and content providers with end-
to-end visibility into changes in top-up statuses, ensuring a
seamless experience.
For resellers, the Bango multiple top-up solution lowers
acquisition costs and accelerates time to market in pre-paid
dominant regions such as LATAM, Asia and Africa, helping them
reach consumers faster and more efficiently. This capability is
also applicable to treasury wallets, unlocking the opportunity
for verticals beyond Telco’s into vast markets where credit card
penetration is low or unfavored.
The Digital Vending Machine® (DVM™) from
Bango is the world’s first all-in-one Super Bundling
technology
20
Partner Management
Partner Management in the DVM™ is a comprehensive solution designed to support partners — whether resellers or content providers
— through every stage of their lifecycle. Unlike traditional systems focused only on onboarding, contracting, and billing, Partner
Management enables faster go-to-market and opens new monetization opportunities.
For existing partners, planned upgrades will expedite access to premium features, enabling faster upselling, cross-selling, and richer
data analytics to maximize performance. By accelerating the adoption of advanced bundling capabilities, Bango aims to drive higher
transaction volumes across the ecosystem, scaling revenue and amplifying growth opportunities for all stakeholders.
Advancing market-trusted billing standards
Sophisticated, phased pricing plans involving multiple parties are typically complicated to roll out as it involves more than one billing
system and, as such, could take up to 50 working days to roll out. These upgrades will streamline billing operations for faster go-
to-market, keeping both content providers and resellers informed
on pricing changes with real time notifications, and strengthening
multi-party billing reconciliation with advanced data enrichment.
This empowers both resellers and content providers to experiment
with pricing strategies and go to market with just-in-time offers much
faster.
Cross-market intelligence
Bango is deepening the investment in data models and analytics
and introducing advanced benchmarking. Enhancements will enable
both resellers and content providers to compare with industry
peers and other bundled offers in the market, to uncover untapped
opportunities and identify areas for optimization. By empowering
partners in this way, both resellers and content providers can increase
their agility to adapt in this dynamic, competitive landscape.
This investment fuels a data-driven flywheel effect that continuously
enhances the ecosystem’s predictive capabilities and overall
performance, which will further help more partners launch more
successful bundling offers via Bango.
Technology & Innovation:
Research and experimentation
Bango continuously researches and experiments with ways to unlock additional revenue streams, with a focus on delivering success for
content providers and monetizing the value of the DVM, for example:
•
Monetizing digital estate in the user interface (Cx) of the DVM, by offering content providers opportunities for preferred listings
and/or sponsored content on the partner discovery list or product catalog.
•
Identifying the commercial potential of our enhanced insights and lifecycle notifications – addressing a critical gap where content
providers previously relied on resellers for updates on price changes or subscription adjustments, often leading to delays or missed
opportunities.
•
Exploring ways to enrich our datasets with deeper contextual campaign data. This approach not only enhances Bango’s machine
learning models but also equips our partners with actionable intelligence to better drive key business outcomes such as reducing
attrition or maximizing revenue growth.
Telenet cutting-edge entertainment
marketplace, powered by the
Digital Vending Machine® from Bango
21
Environment
We have publicly committed to
achieving Net Zero emissions.
Bango is committed to reaching Net
Zero emissions across its entire value
chain (Scopes 1, 2, and 3). In support
of this commitment to transition to a
net zero-carbon company, we have
identified
additional
targets
and
objectives.
Aiming for these targets drives our daily
activities, strategy and efforts.
•
Near term: At least 50% (56,334.5
KgCO2e) reduction of our scope 1
& 2 emissions by 2030.
•
Near term: At least 30% (631,602.9
KgCO2e) reduction of our scope 3
emissions within 5 years.
•
Long term: At least 90% (1,996,210.06
KgCO2e) reduction across all of
our emissions, including scope 3,
by 2050
Results and analysis
Bango has been measuring its carbon
footprint since 2020 and is committed
to
ongoing
measurement
and
reduction. Through this process Bango
has received “On the road to Net Zero”
certification.
Bango has updated and improved both
its data collection and measurement
methodology to ensure it can obtain the
most accurate data possible. This is a
continual process that will allow Bango
to have the most accurate data to
inform how it reduces its environmental
impact.
NetZeroNow, an Ecologi company,
calculated Bango’s carbon emissions
for 2024. The analysis includes statistics
for all the Bango offices and for home
working and office-based emissions.
The methodology for calculation of
the GHG Inventory aligns with the
GHG Protocol Corporate Standard
and emissions factors are taken from
Government issued or published and
peer reviewed sources including: BEIS
/ UK Government, Poor and Nemecek,
Ciel, Clune et al, Carbon Trust 2018,
Agribalyse, Carbon Cloud, Global LCA
Data Access, Open LCA nexus, IEA,
Electricity Info.
The emissions reduction targets are
based on the latest science and align
with the ambition of the Science Based
Targets initiative.
Bango is committed to reaching
Net Zero by 2040.
We have also set aggressive targets
to reduce our carbon intensity ratio
(tonnes of CO2 per $M of revenue) in
the short-term. We have decided to
pursue these aggressive goals outside
of the formal frameworks (such as the
Science-Based Targets initiative) as the
cost and overhead of these programs
far outweigh the benefits. This gives us
the flexibility and means to work with
industry experts and employees to
really affect change.
The profile of Bango’s 2024 footprint
shows an increase in overall carbon
emissions when compared to the
baseline year of 2022. This overall
increase in GHG emissions was caused
by changing our carbon accounting
Bango is at the forefront of subscription
technology, enabling consumers to
manage the essential subscription
services they depend on. Anticipating
a fast rate of growth in the Bango
subscriptions
bundling
business,
Bango is dedicated to increasing
energy efficiency and reducing carbon
emissions in its products and operations
on the path to achieving its business
goals.
Scope 1
Scope 2
Scope 3
Total
Bango 2023
18.08
101.59
1773.72
1893.39
Bango 2024
9.79
102.883
2105.34
2218.01
Bango - Breakdown of Carbon Footprint by Scope (tonnes CO2e)
Scope 1
Scope 2
Scope 3
Total
Bango 2023
0.39
2.20
38.47
41.06
Bango 2024
0.18
1.92
42.45
44.55
Bango - Breakdown of Carbon Intensity by Scope (tonnes CO2e* /
$m revenue)
Bango’s Scope 3 emissions have primarily increased due to business growth, the inclusion of the Frankfurt
Data Centre, and updated methodologies with change in calculating platform provider. For example: Employee
commuting increased by 29.766 tCO2e; Business Travel increased by 169.883 CO2e (a switch to spend based
estimations for travel); Professional Services increased by 442.129 CO2e
Carbon dioxide equivalent is the unit of measurement used to capture the global warming impact of the six core
greenhouse gases set out in the Kyoto Protocol such as carbon dioxide, methane and nitrous oxide.
22
platform provider who, in our opnion,
take a more in-depth, granular approach
to calculations, which has provided
a new baseline. Certain emissions
were reclassified due to moving from
a financial control approach to an
operational control approach, which is
preferred because it focuses on areas
where companies have direct decision-
making authority, enabling them to
implement
sustainability
measures
more effectively.
Bango’s carbon neutral status
With the results and analysis of Bango’s
GHG emissions fully documented, it
is Bango’s goal to reduce and offset
carbon emissions for 2024, and beyond.
Bango will continue to build upon
its carbon mitigation best practice
program and educate employees on
the reduction of their professional and
personal carbon emissions.
SECR DIscolsures
Energy use
Bango consumed 548,922 kWh of
energy this financial year related
to our global scope 1 & 2 resulting
total associated emissions of 112.67
tCO2e, following a location-based
methodology. This represents a 6.05 %
decrease in energy consumption and
a 5.85 % decrease in carbon impact
compared to the previous financial
year.
Our location-based carbon intensity
declined by 18.92 % from 2.59 tCO2e to
2.10 tCO2e per £M revenue.
Methodology statement
The Methodology used is based on the
Greenhouse Gas Protocol Corporate
Reporting Standard 1. Scope 1 and 2
data came from utility bills, refrigerant
reports, and mileage data, measured in
kWh, kg, and miles respectively. These
measurements have been converted to
tonnes of carbon-dioxide equivalent,
using 2023 conversion factors provided
by the UK Department for Business,
Energy and Industrial Strategy (BEIS)
2. For the market-based methodology,
supplier-specific
emissions
factors3
Source
Units
Current Accounting Year FYE
31 December 2024
Previous accounting year FYE
31 December 2023
Natural Gas consumption
kWh
52,072.00
93,714.59
Electricity consumption
kWh
496,850.00
490,567.77
TOTAL ENERGY USE
kWh
548,922.00
584,282.36
Natural Gas emissions
tCO2e
9.53
17.14
Refrigerant emissions
tCO2e
0.26
0.94
Electricity emissions (location
based)
tCO2e
102.88
101.59
Scope 1 & 2 emissions
(location based)
tCO2e
112.67
119.67
TOTAL EMISSIONS (location
based)
tCO2e
112.67
119.67
Energy Intensity (kWh/FTE)
kWh / FTE
2,386.61
2,327.81
Scope 1 Emissions Intensity
(tCO2e/$M)
0.18
0.39
Scope 2 Emissions Intensity
(tCO2e/$M)
1.92
2.20
Scope 3 Emissions Intensity
(tCO2e/$M)
42.45
38.47
Bango energy consumption and emissions for FYE 31 Dec 2024
23
were used where supplier was known,
and the UK residual emissions factor
was used for unknown suppliers4. Grey
fleet business travel data was also
collected from mileage data and the
2023 BEIS conversion factors were used
to calculate emissions.
Energy and emissions data have been
calculated and assured by Net Zero
Now.
Energy efficiency projects
The
following
environmental
management measures and projects
have been implemented or developed
during the accounting year. The carbon
emission reduction achieved by these
schemes will enable us to achieve our
reduction targets.
•
Operational Changes: As part
of our ongoing commitment to
environmental responsibility and
operational efficiency, Bango is
taking decisive steps to reduce
its carbon footprint through the
phased decommissioning of all
physical data centers over the next
two years. This transition to a fully
cloud-based infrastructure is not
only a strategic move to enhance
scalability and performance, but
also a conscious effort to reduce
energy
consumption,
minimize
electronic waste, and align our
technology operations with our
broader sustainability goals.
By migrating away from energy-
intensive, on-premise facilities to
more efficient, carbon-conscious
cloud services, we are significantly
reducing our environmental impact
while maintaining the resilience
and security our partners and
customers depend on.
Our goal is to complete this
transformation by the end of 2027,
and we are actively engaging with
partners who share our vision for
a sustainable digital future. This
initiative is a core component of
our long-term ESG strategy and
reflects our commitment to building
a
cleaner,
more
responsible
technology ecosystem.
Bango will continue its program of
employee engagement activities
including
education
and
the
implementation of commuting and
business travel policies.
•
Sustainable Office Spaces: As
part of our ongoing commitment
to
energy
efficiency
and
sustainability, the move to our new
company
headquarters
brings
several significant environmental
benefits. The installation of electric
vehicle charging points supports
and encourages the use of electric
cars among employees, promoting
cleaner
commuting
options.
Sensor-activated taps have been
fitted throughout the building to
reduce water waste by ensuring
precise and automatic flow control,
eliminating unnecessary usage.
By transitioning from a leased to
an owned property, we now have
the flexibility to select our own
energy supplier, enabling us to
source 100% renewable electricity.
Additionally, the entire premises
are fitted with LED lighting, which
significantly
reduces
energy
consumption due to their superior
efficiency, longer lifespan, lower
heat
output,
and
enhanced
controllability. Collectively, these
measures mark a meaningful step
forward in aligning our operations
with our sustainability goals.
The
design
and
construction
company we are using to renovate
our new office building, Peldon
Rose, is committed to sustainable
design and responsible fit-out
practices. This includes sourcing
FSC-certified timber, using low-
VOC paints, and working with local
supply chains wherever possible
to reduce transport emissions and
support nearby economies. On
every project, Peldon Rose also
operates a zero waste-to-landfill
policy, ensuring that all waste
is responsibly sorted, reused, or
recycled.
•
Additional
Projects:
Bango
is
also committed to establishing
best practices around Scope 3
emissions
reductions
including
waste reduction and increased
recycling, supplier engagement for
goods and services, and reviewing
our IT procurement policies.
Please contact Bango via bangoinvestor.
com if you would like to request a full
copy of the Carbon Footprint Appraisal
or to download our sustainability report.
24
Social
Ensuring social responsibility
Our social sustainability is built around
creating a positive environment for our
people.
The Bango THRIVE values - Transparent,
Happy, Reliable, Innovative, Victorious
and Expressive - set high standards
for everyone at Bango. They are
fundamental to why Bango is such a
special place to work and are values
that everyone across the business
commits to.
Employee engagement
Each year, an externally managed
employee engagement survey measures
the impact of the Bango ‘THRIVE’
values. In 2024, Bango achieved an 82%
employee engagement score, this is a
knock-out-of-the-park number, coming
in above the tech industry average.
Additional highlights include; our lowest
ever detractor score; our highest scoring
questions at almost 100% agreement
for the questions, ‘I understand how
my role contributes to the success of
Bango’ and ‘My manager values and
treats me with respect’.
In a fast-growing company, the survey
is an invaluable resource which allows
employees to provide direct, detailed
feedback and helps ensure Bango
maintains its inclusive, innovative and
stimulating company culture. With a
stable score of >95% of employees
completing the survey - itself a strong
indication of engagement - this is an
invaluable way to collect feedback
across the entire business and identify
measures for improvement.
Diversity & Inclusion (D&I)
Bango is focused on building an
inclusive workplace, which attracts,
retains and promotes the best talent
to serve a diverse market, boosting
business success for Bango and our
customers.
Bango has a diverse work force
with 68.4% male and 31.6% female
employees,
across
27
different
nationalities, in 12 different countries.
The Bango leadership team is 57%
male and 43% female. The Board is
78% male and 22% female.
We are committed to ensuring Bango
continues to provide equal opportunities
to all, free from stereotyping and
bias. Bango will continue investing in
implementing an effective program
of Diversity & Inclusion activities with
the support of the D&I action groups.
Diversity remains an ongoing issue in
STEM industries, which is why Bango is
focused on developing opportunities in
the wider community, as well as in the
business.
In 2024, the D&I action groups made
good
progress,
raising
awareness
around D&I within Bango.
Key highlights from the year
include:
•
Educational
talk
from
Nigel
Hughes, motivational LGBTQIA+
speaker. Nigel has been a beacon
of support and advocacy for the
LGBTQIA+ community. He shared
his journey, insights on individuality,
sexuality, gender identity, and
more.
•
Started the working relationship
with Form the Future to initiate
internship program in 2025
•
Fireside chat with Mario Shirley
on embodying spirit of advocacy
and innovation. Mario is the
founder of Project Celena, an open
technology platform that drives
engagement between the world’s
best new creators, producers, and
directors of color and the fans who
love them.
•
‘Inclusive
Interview
Techniques’
training launched to Bango People
Managers
•
Content was created by the D&I
teams and communicated internally
and externally via a combination
of
newsletters,
comics,
video,
articles, boosters and posters, on
topics including: ‘Love & carnival’
showcasing
different
cultural
celebrations; Global celebration
calendar;
Unconscious
bias:
Accents’; ‘Are you an undercover
leader’; Mental Health Awareness
- employees sharing their views/
experiences; Bullying vs Banter;
How to run inclusive meetings
guidance; Inclusive leadership and
more.
25
Learning & development
Bango designs development paths
to support individuals through a
combination
of
digital
learning
formats and in-person sessions. Bango
encourages employees to own and
drive their own development, and
careers – with the full support of their
managers. Employees are empowered
to
schedule
their
development
discussions with managers throughout
the year, according to their own time-
scales to ensure they are continuously
learning and evolving. Bango supports
employee development by seeing the
benefit and advantage of hands-on, on
the job training, as well as bringing in
third party training where necessary.
People Manager Leadership Training
In 2024, Bango invested in strengthening
its leadership capabilities through a
dedicated People Manager Leadership
Training
program.
Delivered
in
partnership with Farleigh Performance,
this initiative equipped our managers
with practical tools to lead with clarity,
empathy, and impact. The program
focused on core leadership areas
such as self-regulation, motivating
teams, effective delegation, feedback,
time
management,
and
handling
challenging conversations. As Bango
continues to grow in a fast-paced
market, empowering our managers to
lead with confidence and collaboration
remains a cornerstone of our success.
Giving back
Bango
recognizes
that
the
local
community is a key part of the
infrastructure
that
enables
us
to
succeed.
Bango supports the communities in
which it works through a variety of
means. Rather than select one charity,
Bango supports employees to raise
money for a range of charities that are
important to them, matching personal
donations raised.
In 2024 Bango supported 11 charitable
causes, this includes events hosted
by Bango, as well as supporting
Bango employees through the charity
fundraising matching scheme. Bango
matches all funds raised up to £500 per
person or per cause if a group event.
26
When did you join Bango? I joined Bango in January 2025.
Making Bango a success: I lead the finance and legal teams at Bango with responsibility for ensuring robust
financial systems and controls to underpin Bango’s growth. I am heavily involved in financial management and
strategic planning, supporting Bango’s financial strategy and capital allocation, and driving long-term growth
objectives.
What motivates you about your role? What attracted me to Bango in the first place was its ability to solve a
functional problem and add value to all parties within its ecosystem – be that reseller channels looking to reduce
customer churn, content providers looking to lower their cost of customer acquisition, or the underlying customers/
end users trying to manage their subscription content. The Digital Vending Machine is a unique product in a fast-
growing market that Bango is strongly positioned to lead. I think this marks an exciting phase for Bango as we
continue on our growth journey.
Why Bango? No matter how strong a product or business foundation, it is ultimately people that drive businesses.
I’m thrilled to be working with such a fantastic team of people who are deeply committed to deliver on Bango’s
growth strategy. Together, I am looking forward to addressing the many opportunities and challenges that lie
ahead.
Proudest achievement at Bango? NA bit too early in my Bango journey for me to answer this but stay tuned!
Favorite Bango value? TRANSPARENT: Transparency lays the foundation for trust, collaboration and accountability
across every level of the organization. Ultimately it creates an environment where feedback Is valued and everyone
feels empowered and motivated to contribute to shared success.
Matt Wilson
Chief Financial
Officer
Meet Bango people
When did you join Bango? I joined Bango in September 2021 as a Trainee Finance Associate and then became a
Finance Team Lead. In September 2024, I was promoted to Senior Finance Associate.
Making Bango a success: My role involves sustaining accurate reporting of financial information and enhancing the
efficiency of providing this data. I am also responsible for ensuring partners and suppliers are invoiced in a timely
manner and developing positive customer relationships with these key stakeholders.
What motivates you about your role? I am passionate about learning and growing my skills, which is something
Bango promotes strongly. Constantly developing personally and professionally is a huge motivation for me. Every
day I am challenged to find new and improved ways of doing my job, working with such a range of personalities
to share ideas is exciting.
Why Bango? The main thing I enjoy about working at Bango is the culture. I love working at a company where you
can bounce ideas off anyone and everyone, and you have the freedom to challenge without fear.
Proudest achievement at Bango? My proudest achievement is helping to get the new finance system set-up and
then training other team members to use the tool.
Favorite Bango value? HAPPY: I love being able to work collaboratively with my immediate team and also enjoy
the opportunities to work with other departments. Building positive relationships within a work environment is
essential to success and I love having a happy atmosphere to work within.
Kathryn Favell
Senior Finance
Associate
27
When did you join Bango? I joined Bango in May 2023 as part of a two-week work experience scheme, then
returned at the beginning of September in 2024 after completing my A-Levels.
Making Bango a success: I originally began my time at Bango in the support team, helping maintain our various
services for our customers and doing lots of work within our databases to make sure everything is working as it
should. Since returning in September, I’m now working with a fast-paced product development team focused on
developing and maintaining our Payments services.
What motivates you about your role? For as long as I can remember, I’ve been finding reasons to learn cool new
tools and use them in my personal projects – just for myself. The chance to work at Bango for a year gives rise to
the opportunity to put to work all the stuff I’ve already touched base on, while also being able to experience using
more sophisticated services that we use as a company.
Why Bango? I think Bango is doing something really unique as a company, and it’s a pleasure to be able to say
I’m a part of the team - not least because I was only a novice to the hands-on work environment until recently, so
this change has been really rewarding for me.
Proudest achievement at Bango? Recently, I helped support a large-scale data migration project with one of
our more sizeable partners, and seeing the project all the way through to completion did a world of good for my
confidence in understanding Bango’s internal way of working. Also, being able to comfortably use some of the initially
confusing services that are commonplace within teams may seem small, but were meaningful achievements for me.
Favorite Bango value? RELIABLE: Reliability is a tenet of my personal values. Being a reliably-mannered person,
company, representative, service, washing machine – what have you – instills confidence in all parties involved,
making it easier to lock down on commitments and reduces risk of error (and dirty clothes!)
When did you join Bango?I joined Bango as a Client Solutions Analyst in January 2023, before moving into the
Product Team in early 2024 as a Product Data Analyst.
Making Bango a success: I am responsible for analysing the data from all the areas of our product to identify areas
where Bango can improve, or introduce new features, which will enable us to provide unique and exciting solutions
that support our partners growth.
What motivates you about your role? There are so many things. I am really passionate about data and I love solving
problems, so I would say that the main thing that motivates me is being given the responsibility and autonomy to
investigate the different parts of our product in order to find opportunities that set us apart from the competition.
Bango is a very collaborative environment where everybody is able to voice their opinion and raise their ideas. Seeing
my ideas incorporated into the company or the product strategy is something that I find incredibly rewarding.
Why Bango? The main thing I enjoy about working at Bango is that I am challenged every day. Being part of
an innovative and dynamic culture with such an exciting strategy means that I am always working on something
new and taking on new responsibilities. There are a lot of really driven people at Bango with huge amounts of
knowledge and experience, being able to work with them and learn from them on a day to day basis is fantastic.
Proudest achievement at Bango? So far, I’d say that my proudest achievement at Bango is releasing a brand new
reporting suite which empowers everyone within the business to make decisions that have data at the heart of
them.
Favorite Bango value? INNOVATIVE: I love problem solving. I think that the innovative culture at Bango means
that we are always trying to push the boundaries and deliver something unique and exciting for our partners,
which is why we are a leader in our space. Of course, this comes with challenges, there is always a problem which
is requiring a solution, but this is what makes working at Bango so appealing for me.
Dominic Finnell
Product Data
Analyst
Richard
Hovsepyan
Intern Software
Engineer
28
When did you join Bango? It’s been almost my entire career! I joined in 2010 as a B2B analyst. Over the years, I
was promoted multiple times, expanding my responsibilities. During this time, we were acquired by NTT DOCOMO,
which expanded my role to cover not just LATAM but also the European region. This was an incredible learning
experience which exposed me to the complexities of regional negotiation differences. When Bango acquired DDL,
I became SVP of Americas and Iberia. I’m particularly proud of what we achieved in this phase. Recently, I was
promoted to Chief Commercial Officer, focusing on replicating my track record of success globally - leveraging key
wins and best practices to drive sustainable growth worldwide.
Making Bango a success: As CCO, I drive the company’s growth strategy by aligning our commercial approach
with product capabilities, market opportunities, and customer needs. Through strategic partnerships, revenue
optimization, and scalable go-to-market models, I ensure our solutions remain competitive and deliver long-term value
What motivates you about your role? I’m most passionate about building strong relationships—with both
customers and internal teams—to drive meaningful revenue growth and long-term value. I love structuring deals
that not only benefit Bango but also enhance the ecosystem for our partners, ensuring our solutions remain
competitive and future-proof. Additionally, I’m energized by leading and developing high-performing teams and
fostering collaboration.
Why Bango? The dynamic, fast-paced environment feels like a startup, giving us the flexibility to innovate, adapt,
and continuously improve. I love the energy within the team, the strong customer relationships we’ve built, and the
way our partners talk about us - as a trusted, forward-thinking company.
Proudest achievement at Bango? Transforming the commercial organization to drive significant growth while
strengthening our customer relationships and market position. In less than two years, I have led the team to triple
ARR and sign numerous DVM contracts. Beyond the numbers, I’m particularly proud of restructuring the team to
enhance efficiency, collaboration, and customer focus. Seeing the impact of these efforts - both in our revenue
growth and how customers speak about us - is incredibly rewarding.
Favorite Bango value? VICTORIOUS: Because success - both individual and collective - is what drives me every
day. I thrive on achieving ambitious goals, whether it’s growing revenue, securing strategic deals, or building high-
performing teams. Winning isn’t just about hitting targets; it’s about creating long-term impact. I love the mindset
that we can all win together, and that every achievement contributes to something bigger.
When did you join Bango? 1st September 2022
Making Bango a success: My role as internal IT support specialist supports our employees, consultants and contractors
to speed up their daily tasks by helping them to solve their problems in accessing our internal tools, fixing issues in the
assets provided and improving the usage and usability of our internal services.
What motivates you about your role? Helping my colleagues to succeed by speeding up their work and fixing
the problems that they encounter. I like it because there are daily successes, and I can interact with everyone in the
company, across all levels.
Why Bango? The company THRIVE values. The team and colleagues. To be able to work from home and the
possibility to work with tools in the cloud and the latest technology.
Proudest achievement at Bango? I don’t like to define it as a personal achievement, more as a team achievement
that I was part of, we improved all of the internal processes that Bango had in place for many years. The feedback
that we have received has all been super positive, especially in relation to the faster response times and improved
services provided.
Favorite Bango value? EXPRESSIVE: Being expressive is essential because it fosters authenticity, strengthens
communication, and empowers individuals to connect more deeply with others and themselves
Eloy Aragones
Chacon
IT Support
Specialist
Luisa Helena
Barone Muneratti
Chief Commercial
Officer
29
Section 172
This section explains how the Directors
of Bango have considered the interests
of key stakeholders when performing
their duty to promote the success of the
company under s172 of the Companies
Act 2006.
This s172 statement focuses on matters
of strategic importance to Bango,
and the level of information disclosed
is consistent with the size and the
complexity of its business.
General confirmation of
Director’s duties
The Directors’ strategy is to build a high-
quality growth business. They recognize
there are significant complexities in
relation to Board decision-making.
Decisions of the Board take into
account not just short-term, but also
medium and long-term consequences.
These are carefully considered, having
regard to the needs and priorities of
Bango and its various stakeholders.
Bango works with the global leaders of
the technology and telecoms industries
that require high standards of business
management and operations. Bango
works with these global leaders, at
the forefront of business, industry
and
technological
innovation,
to
ensure these standards are constantly
challenged and improved. The Board
identifies 6 key stakeholder groups
that are critical to Bango’s success:
Customers, Employees, Shareholders,
Lenders, Suppliers and Community
/ the Environment. The competing
needs of these various stakeholders
are
monitored
and
reviewed
at
management and Board level. Where
conflicting needs arise, advice is sought
from the wider Board, and as necessary,
from Bango advisors. Through the
careful balancing of stakeholder needs,
Bango seeks to promote success for the
long-term benefit of all shareholders.
Customers
Bango customers and partners are diverse. Large global merchants integrate with the Bango platform to reach new customers, and
telcos integrate to offer a broader range of services to their customers. In all cases, Bango’s focus is to help its customers grow, which
inevitably means Bango grows.
Key customers have account managers and executive sponsors to ensure a close partnership exists in preference to a transactional
customer-supplier relationship.
Monthly management packs keep the Board updated on the status of customer accounts, as well as prospects. Board meetings explore
these, with Non-Executive Directors actively contributing their insights, contacts and expertise at both strategic and operational levels.
Key priorities
Board engagement
Communication:
•
Support tickets provide an audited track of all customer communications for both outbound and
inbound support requests.
•
Monthly/quarterly business reviews are held with all major customers.
•
The Bango Dashboard provides a real-time view into the Bango Platform.
•
Newsletters and social media provide a mechanism for updating customers on the latest developments
in Bango.
Measures:
•
The ultimate measure is the success (spend or number of subscriptions) managed by the Bango
platform.
•
Support, performance, customer satisfaction and retention key performance indicators (KPIs) are
reported quarterly to the Board.
•
Customer performance dashboards are received quarterly from some customers with issues and
improvement actions reported to and tracked by the Board.
30
Employees
The Directors are committed to treating employees fairly and respectfully. People are the heart of Bango and are critical to its success.
The Bango THRIVE values (Transparent, Happy, Reliable, Innovative, Victorious, Expressive) embody the high standards that make
Bango such a special place to work.
A company-wide share option scheme means that all employees feel connected to, and benefit from, the growth of Bango.
During the year, Bango built on its already strong foundations of diversity and inclusion by conducting group work focused on six areas
of improvements. These are: Awareness and Understanding, Processes, Policies and People Management, How we lead, Recruitment
and Promotion, Celebration, and Community Impact.
Key priorities
Board engagement
Communication:
•
Board engagement with Bango employees is actively encouraged. Board members are encouraged
to attend the Bango offices at any time, to meet and interact freely with all employees.
•
The Board engages directly with Bango senior leadership. The Board receives regular updates
from senior leaders within Bango on a variety of topics. Direct interaction outside the formal Board
meetings is valued by both Board members and senior leaders, as well as employees. In 2024, the
Board received formal updates from senior leaders across all business functions (People, Product,
Sales, Marketing, Engineering, Operations and Risk, Financial & Legal). This direct interaction between
the Board and the wider business embodies Bango’s THRIVE values, and gives the NEDs invaluable
insights and perspective of life across all functions, and at all levels, within Bango. These interactions
enhance transparency, trust, accountability, and communication, and help ensure that both leadership
and the Board work together effectively in achieving Bango strategy.
•
Finance and Legal considerations are raised regularly at Board meetings through the presence of the
CFO and General Counsel (in her capacity as Company Secretary).
•
Monthly all-staff meetings provide a regular engagement point to discuss progress across Bango.
With a global employee base, these are hybrid physical/virtual meetings. All-staff meetings remain a
key forum for new starters to meet the wider team and for people to raise questions and learn about
the business, products and industry.
•
To generate a stronger feeling of community, and freely share ideas and opportunities, Bango
encourages physical team meetings when practical and possible.
•
All employees receive the monthly management pack that the Board receives. This is publicized
internally, and people are encouraged to read and raise questions from the report.
•
On a quarterly basis, all employees have access to the Quarterly Business Review (QBR) content, with
questions around it actively encouraged. Three key discussion topics from each QBR are presented
on the following all staff meeting.
•
Feedback forums in tools such as Slack provide a more informal and rapid means of communication.
They include channels that encourage questions to be raised on all key topics and to all levels.
Measures:
•
Bango conducts an annual engagement survey. For more detail, see the Social section on p25-26.
•
Staff retention and churn measures are tracked with all leavers and starters reported to the Board.
Regrettable attrition is one of the KPIs of the People function. Targets were met in each quarter of
2024.
•
All Bango leavers attend an exit interview. Feedback from these interviews is reviewed by the senior
leadership team, and opportunities for improvement identified and actioned.
31
Shareholders
Bango shareholders play an important role in monitoring the performance of the business.
Key priorities
Board engagement
Communication:
•
RNS announcements and social media communications are used to communicate the latest
developments.
•
Regular blogs provide time relevant commentary on industry events and trends.
•
Regular face-to-face and virtual meetings are hosted with shareholders and prospective investors.
•
Results videos are used to support investor communication.
•
Bango uses Investor Meet Company (IMC) to update investors on results. Meetings hosted via the
IMC platform are open to all and provide the opportunity for attendees to ask questions of the
management team. This year again, Bango used the IMC platform to host a hybrid (virtual and in-
person) AGM, enabling a greater number of shareholders to take part.
•
Large shareholders are regularly consulted on topics from governance to Board composition.
•
investors@bango.com provides a simple way for all shareholders to raise questions to management.
Recently bangoinvestor.com was relaunched as an online Investor hub, combining integrated
communication tools including a Q&A feature to submit questions to the management team
Measures:
•
Over 75 face-to-face and virtual meetings were hosted with shareholders and prospective investors in 2024
•
Investor focused video interview updates with Exec Directors via Proactive Investors had over 3,500 views
•
Over 800 investors engaged with a number of virtual presentations held during 2024 and a number
of new investors were added to the share register.
•
All resolutions put to shareholders at the AGM in May 2024 were passed.
Lenders
Access to debt capital plays an important role in the long-term success of the Group, providing financing to achieve long-term strategic
growth objectives.
Key priorities
Board engagement
Communication:
•
The Board receives regular updates on Bango’s cash position and capital structure.
•
Regular updates of financial performance are also provided to Bango’s lenders.
Measures:
•
Lender feedback is solicited and integrated into Bango’s strategic and financial planning processes.
Suppliers
Bango works closely with its key suppliers to ensure smooth continuity of supply.
Key priorities
Board engagement
Communication:
•
Regular business reviews are held with strategic suppliers.
•
Clear escalation channels are in place for all suppliers to ensure rapid resolution of any challenges.
•
Bango engages with all major suppliers to measure and reduce their carbon emissions.
Measures:
•
Key actions and issues from supplier reviews are reported to the Board in the monthly management reports.
•
Regular security and process audits are carried out on critical suppliers when deemed necessary.
Major non compliances are reported to the Board.
•
Scope 2 & 3 emissions are tracked and logged with NetZeroNow platform, a Carbon Reporting &
Climate Action platform.
32
Community and environment
The Directors strongly believe that Bango will only succeed by working with customers, governments, suppliers, and other stakeholders,
particularly when facing complex and challenging issues such as climate change.
In October 2024, Bango published its annual Sustainability Report. As a high growth company, Bango recognizes the importance of
this growth being sustainable; it must make sense environmentally and socially, as well as commercially. Bango is committed to making
a positive contribution to the communities it operates in through a variety of means, whether supporting the local community, reducing
our environmental impact or creating employment opportunities.
Key priorities
Board engagement
Communication:
•
Bango is an active member in Cambridge Network (https://www.cambridgenetwork.co.uk/). This
provides excellent opportunities for sharing of information and best practice in the Cambridge area.
•
Charities benefit from fundraising as employees select their own charitable causes to raise money for,
and Bango matches all funds raised up to £500 per person or per cause if a group event.
•
Bango continues to engage with suppliers to coordinate on reductions in their carbon emissions.
•
Bango is committed to being Net Zero by 2040.
Measures:
•
A detailed outline of the Bango environmental performance can be found on pages 22-24.
•
Bango published a comprehensive sustainability report that will ensure Bango meets its Net Zero
commitment by 2040.
•
Matched fundraising is measured and reported.
Examples of how general Section 172 factors have been considered by the Board in 2024 include:
•
Decision to continue the further investment in research and development, as well as sales and marketing, for the Digital Vending
Machine, with an initial focus on telcos. This decision puts Bango in a strong position to maintain market leadership and to become
the standard technology for subscription bundling, which would deliver exceptional value for our customers, and outstanding
returns for Bango shareholders and employees. A Chief Product Officer was recruited to further support our continued growth
with the Digital Vending Machine product.
•
The adoption of new Terms of Reference by all Board Committees, ensuring the overall objectives and responsibilities of the
Committees consider the needs and interests of shareholders, employees and wider stakeholders.
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investor news and updates.
Visit our investor portal at bangoinvestor.com
or scan the QR code.
33
CFO statement
I am thrilled to have recently joined
Bango and look forward to supporting
the team’s strategic ambitions and
driving value for our stakeholders.
As newly appointed CFO, my focus
is on driving sustainable growth,
strengthening
our
balance
sheet,
optimizing costs and ensuring that
every investment consolidates Bango
leadership in subscription bundling.
I am pleased to report that FY24 was
a transformational year for Bango. We
delivered double-digit revenue growth,
a
significant
EBITDA
improvement
and a strong 2H performance that
underscores our continued progress
and resilience. Net debt (excluding
lease liabilities) also improved to
$1.8M (FY23: $4.0M) following the first
two repayments of the loan provided
by our strategic shareholder, NHN
Corporation. With the migration of
routes from the DOCOMO Digital
(DDL) platform to the Bango platform
nearing completion, Bango saw core
administrative costs decrease by $7.1M,
as well as a reduction in R&D capital
expenditure of $2.3M versus prior year.
Total revenue increased by 16% year-on-
year to $53.4M (FY23: $46.1M). An 11%
increase in Transactional revenue was
driven by increased consumer demand
from routes in Asia and the MEA. We
grew DVM license and one-off revenues
by 28%, despite our decision to wind
down the Bango Audiences business
and related revenues in the first quarter
of the financial year. Bango signed
9 DVM contracts in FY24 and 2025
shows a very strong sales pipeline of
opportunities.
Revenue and costs of sale
Bango continues to report revenues
under two lines:
•
Transactional Revenue ($36.2M;
FY23: $32.7M) is revenue derived by
charging a percentage of the retail
price paid by the consumer and is
made up of direct carrier billing,
resale and e-Disti revenue share
amounts; and
•
DVM
and
One-off
Revenue
($17.2M; FY23: $13.4M) includes
all DVM license and support fees,
revenue from Bango Audiences
(discontinued in Q1 2024) and one-
off fees including DVM set-up and
change requests.
Revenue, such as setup fees, is
recognized on completion of contractual
milestones or on a percentage of
completion and after consideration of
the requirements of IFRS15 (Revenue
from
Contracts
with
Customers).
Subsequent ongoing platform license
and support fees have been judged as
a separate distinct revenue, based on
the contractual agreements, individual
orders
and
discussions
between
customers and Bango.
Total revenue increased 16% to $53.4M
(FY23:
$46.1M)
despite
currency
headwinds from the strong US Dollar
against the Euro and Japanese Yen. The
Transactional revenue increase of 11%
exceeded our expectations, although
much of this difference was from low-
margin revenues from Asia and MEA
routes acquired at the time of the
DOCOMO Digital acquisition. DVM and
one-off revenue again saw a strong
growth against prior year (+28%),
although true growth has been masked
by the cessation of the Audiences
business in the first quarter of FY2024.
Excluding the Audiences business from
both years, underlying growth was
+40%.
Annualized Recurring Revenue (ARR),
the expected annual revenues to be
generated in the next 12 months based
on contracted revenues recognized
as at 31 December, increased 59%
from December 2023 to $14.0M (FY23:
$8.8M) in December 2024. The addition
of a third Tier 1 US Telco in Q12024
increased the ARR by $2M. ARR growth
rate is therefore best measured over the
longer term.
34
Gross profit margins reduced this year
to 78% (FY23: 86%) due to rapid growth
in the high cost of sales DOCOMO
Digital Transactional routes highlighted
above. Excluding these routes, the
Transactional business gross margin
was approximately 90%. The DVM
delivered gross margins in excess of
99%.
Operating
expenditure
of
continuing operations
During
the
period,
administrative
expenses increased to $46.7M (FY23:
$44.8M) as a result of a $2.6M increase
in
depreciation
and
amortization
(driven by the release of capitalized
internal development costs as they
become available for use and capable
of generating economic benefit). At the
same time, capitalized R&D costs for
the year decreased by $2.3M to $15.3M.
Importantly, as noted above, core
administrative costs, which excludes the
impact of exceptionals, depreciation
and amortization, share based payment
charge and capitalized R&D reduced by
$7.1M to $45.0M.
Adjusted EBITDA for the year increased
to $15.3M, (2023: $6.4M). This growth of
139% was driven by a combination of
increased revenues and cost efficiencies.
It also benefited from $2.2M of other
income relating to recovery of costs
from NTT DOCOMO arising from the
acquisition of DOCOMO Digital ($1.4M
of which was reported in 1H 2024).
The share-based payment charge
of $2.1M (2023: $2.3M) was again
calculated using the Black-Scholes
model. The share-based payments
relate to the Bango share option
program that enables all Bango
employees to share in the growth in
value of Bango. Share options are
allocated to employees twice a year. It
is a vital recruitment and retention tool
in a competitive market for top talent.
Exceptional items
Exceptional costs for the year of $4.2M
(2023: $3.9M) relate to one-off costs as
part of route migrations from the old
DOCOMO Digital platform, together
with the write down of maintenance
costs incurred on the former DOCOMO
Digital
Platform
that
have
now
been expensed. It also includes an
impairment charge ($2.1M) relating to
intangible software assets. These assets
were originally obtained following the
disposal of the NewDeep Joint Venture,
which had been subsequently used
in the Audiences business. Following
the closure of the Audiences business
during FY24, the asset was accordingly
fully impaired.
Loss for the financial year and
earnings per share
As newly developed features begin to
generate revenue, there has been an
increase in non-cash amortization costs
which reduced the overall improvement
in net loss result for the year. As these
investments begin generating revenue,
we expect a stronger contribution to
profitability in future periods.
The total loss after tax of $3.7M (2023:
loss $8.8M) includes taxes related to the
DDL acquisition and R&D tax credits of
$1.3M (2023: $1.4M). It should be noted
that the R&D tax relief system has been
revised by the UK tax authorities for
accounting periods beginning on or
after April 2024 which will reduce the
tax relief on overseas R&D. As a result,
less of Bango’s R&D expenditure will
now qualify for tax credits in future.
Basic loss per share was 4.75 cents
(2023 Basic loss per share: 11.51 cents)
while diluted loss per share was also
4.75 cents (2023 Basic loss per share:
11.51 cents). This equates to a reduction
in loss of nearly 60% versus the prior
year.
Cash, net debt and cashflow
Bango had cash, cash equivalents and
cash held in short term investments
of $3.3M at 31 December 2024 (31
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35
December 2023: $3.8M), financing debt
from leases of $1.8M (31 December
2023: $2.8M) and an external loan
from NHN of $5.1M (31 December 2023:
$7.7M) the “NHN Loan”. The NHN Loan
is denominated in KRW and carries a
fixed annual interest rate of 6 per cent
with repayment in eight equal quarterly
instalments
which
commenced
in
September 2024. The first two quarterly
payments were made, in line with the
agreement, in 2H FY2024 with a further
installment paid in Q1 2025 post period
end.
Post period end, Bango secured an
enhanced loan facility from NHN.
Under the agreement the existing loan
will increase by $2.85M and include
a deferral of principal repayments.
Both the additional funding and
remaining balance of the existing loan
will be repaid over 8 equal quarterly
installments, starting in December 2026
and ending in September 2028. The full
loan will carry a fixed annual interest
rate of 7 percent. In connection with
the new loan, NHN has been granted
2,048,319 5-year warrants to purchase
new ordinary shares in Bango at 80p
each (the average closing share price
over the 30 trading days preceding the
agreement in principle being received
from NHN). These warrants will replace
the 314,380 warrants attached to the
existing loan which have now been
cancelled.
In addition, Bango has secured a new
$15M multi-currency Revolving Credit
Facility (RCF) with NatWest. The RCF
provides
a
committed,
long-term
financing solution that will replace the
existing £3M overdraft from Barclays.
The new RCF is a three-year facility
with a step down in year 3 to $12M.
Borrowings are subject to interest of
SOFR plus a margin. The margin will
initially be fixed for 12 months and then
calculated based on a ratchet linked
to net leverage. The facility includes
standard financial covenants based
on the Bango’s overall net leverage,
interest cover and level of capital
expenditure, with each covenant tested
on a quarterly basis (starting September
25). Bango actively monitors forecast
compliance with covenants as part of
its financial planning processes and
retains adequate headroom under all
covenant metrics.
The NHN loan together with the RCF
provides significant strength to the
balance sheet which has been closely
managed since the acquisition. This
additional flexibility will allow Bango
to implement further cost reduction
programs earlier than planned and
provide a working capital buffer. A
stronger balance sheet should also
provide additional comfort to our
partners.
Cashflow
saw
an
increase
from
operating activities to ($18.9M; FY23
– $1.6M) supported by an inflow
from working capital. This working
capital inflow was due to the natural
timing difference between receipts
and payments, particularly from the
growth in lower margin Asia and MEA
routes, as well as the benefit from
upfront integration and license fee
payments. Bango continues to invest
in its customer proposition and saw an
outflow from R&D investing activities of
$15.3M (FY23: $17.7M). This capitalized
R&D expenditure included investment in
DVM features to maximize the revenue
opportunity
by
supporting
faster
customer onboarding and elevating the
customer experience. While R&D capital
expenditure remains at elevated levels
due to the simultaneous investment to
complete the DOCOMO Migration and
to expand the DVM product, overall
capitalized R&D reduced by $2.3M
during the year vs FY 23. Cash flow
from financing activities decreased by
$11.0M driven by the loan repayments
on the NHN Loan which began from
September 2024 as well as the proceeds
from the first issuance of that loan in
FY23. Overall, cash movements for the
year improved to ($0.4M) (vs. ($9.6M)
in FY23) and net debt (excluding lease
liabilities) reduced from $4.0M as of
31 December 2023 to $1.8M as at 31
December 2024.
Intangible assets
Intangible assets net book value
increased $2.0M to $39.6M (2023:
$37.7M) largely reflecting the continued
investment in the DVM product to
underpin
future
growth
and
the
investment to migrate the DOCOMO
Digital routes to the Bango platform.
Some examples include
•
New offer management features
to support the definition, creation
and management of bundles.
•
Offer orchestration to consolidate
36
multiple APIs into a single call.
•
A sandbox environment to build,
test and validate integrations to
ultimately launch faster.
•
Partner
discovery
to
facilitate
better discovery and engagement
between our content providers.
•
The launch of our CX customer
experience interface to support
consumers
in
managing
their
subscription content in one white-
label configurable hub.
These new investments were partially
offset by the write down of development
costs incurred on the DOCOMO Digital
platform that have now been expensed
due to the planned migration to the
Bango platform, as well as for historical
costs for the Audiences business which
has since ceased. Bango expects
the level of investment to continue to
decline as the migration related work
ends and investment in DVM reduces.
Internally generated R&D is calculated
in line with the principles of IAS38
and is largely based on data from
timesheets related to key projects which
are then amortized over 5 to 7 years,
commencing upon deployment, with
projects assessed in relation to their
individual cash generation ability.
Liabilities
Overall current liabilities have increased
$5.4M to $39.2M (2023: $33.8M) on
account of growth in the business
this year and growth in routes where
Bango collects receipts from the carrier
and passes them to the underlying
merchant before deducting its revenue
share. Right of use lease liabilities at 31
December 2024 have reduced slightly to
$1.9M (2023: $2.7M).
Going concern
The
Board
have
considered
the
Group’s financial position, cashflow
forecasts and funding arrangements
and believe there continues to be
sufficient cash and resources to support
further planned investments to drive
sales growth and the development of
the DVM. As part of this assessment,
the Group’s operational performance
and expected future trading have
been taken into account, as well as
the additional liquidity available under
the enhanced NHN loan facility and
the new $15M Revolving credit facility
from NatWest. Based on the review of
forecasts, sensitivities and wider macro-
economic effects, the Board have a
reasonable expectation that the Group
has adequate resources to continue as
a going concern.
Looking ahead
While currency fluctuations and the
complexity of the DOCOMO Digital
integration extended our timelines, the
business delivered strong execution in
FY24. Disciplined cost management
and expanding revenue streams have
positioned us well for sustainable
growth.
In FY25, our priorities remain focused on
cash generation, cost optimization, and
revenue growth. Strategic investments in
the DVM and growth in “Super Bundling”
are driving a strong DVM sales pipeline
with plenty of opportunity. Although the
high cost of sales Transactional routes
have seen a more volatile start to the
year - following strong growth in FY24
- we maintain our guidance for FY25
Adjusted EBITDA in line with current
consensus expectations .
We are also progressing with a series
of efficiency initiatives this year, which
are expected to deliver a $1M uplift to
FY26 Adjusted EBITDA versus current
consensus. These improvements will
require upfront investment and come
alongside a normalization in working
capital, as some of the favorable timing
benefits seen in FY24 unwind. As a result,
we expect a temporary cash outflow
in FY25, however, our enhanced NHN
loan facility and revolving credit facility
with NatWest will provide flexibility to
manage this transition effectively.
With the core DVM platform now in
place and major migrations largely
complete,
we
also
anticipate
a
reduction in R&D capital expenditure
– c.$0.5M below consensus in FY25
- with further reductions expected in
FY26. Taken together, these actions
are expected to significantly enhance
cash generation in FY26 and establish
a strong foundation for long-term,
sustainable value creation.
1 Core administrative costs is administrative costs before exceptional items, share based payment charge,
capitalised R&D expenses and depreciation and amortization.
2 Adjusted EBITDA is earnings before interest, tax, depreciation, amortization, negative goodwill, exceptional
items and share based payment charge.
3 Current consensus as of May 2025.
Matt Wilson
CFO
37
Principal risks & uncertainties
As with all companies, Bango is exposed
to various risks and uncertainties that
could impact its business operations,
financial
position,
and
future
prospects.
An
effective
approach
to risk management is essential for
Bango’s continued growth, to meet its
business objectives and create value for
shareholders.
The implementation of risk management
is delegated by the Board to the
Bango senior leadership team and key
management personnel.
Bango
uses
a
risk
management
framework to identify, quantify and
evaluate risks in a uniform manner,
assessing
impact,
likelihood
and
mitigations put in place by the business.
The Audit Committee is tasked with
overseeing the effectiveness of this
framework
which
is
implemented
throughout Bango. Risk registers are
maintained, regularly updated, and
available to any Bango employee
to report on or review. This thorough
approach to the identification and
assessment of current and emerging
risks, and the means to mitigate
these risks through active preventative
management, are regularly monitored
by the senior leadership team and the
Board. Bango maintains a continuous
improvement
approach
to
these
activities to ensure that it is best placed
to recognize and react to risks and
uncertainties as they arise.
Bango recognizes that risks can present
as both a threat and an opportunity.
The regular review of risks across
all functions, and by the Bango
leadership and Board, enable the
early identification of opportunities
arising from threats across all functions,
whether through changes to or the
creation of product or technological
features, financial reporting or insights,
right through to changes to our people
policies or processes.
Risk should not hold Bango back.
Bango culture encourages the taking of
intelligent business risks. This approach
is critical to success, and supported by
the Board.
Financial risk management
objectives and policies
Financial risks and uncertainties are
scrutinized and monitored by the Board
on a continuing basis. These risks are
identified by the Bango finance team,
supported by its internal legal function,
as well as external solicitors and
insurance brokers.
Financial
risk
management
and
policies are reviewed regularly. At
least annually the CFO and General
Counsel undertake a review of risks and
uncertainties with Bango’s insurance
brokers during the insurance renewal
process, complementing their own work
within their respective teams on the
topic.
Board meetings are the main forum
for the discussion of risk by the Bango
Board. Management reports, delivered
to the Board in advance of each
meeting, form the basis upon which
issues of risk are reviewed. Where
appropriate, relevant expert reports are
also presented to the Board. Where
risk concerns arise, the Board is kept
informed by the Executive Directors or
Company Secretary (who also acts as
Bango General Counsel).
Bango has identified the following
strategic, financial and operational
risks to which it is exposed through its
business activities.
Liquidity risk and going concern
Bango
has
established
sufficient
liquidity to meet foreseeable needs.
Any excess cash assets are invested
with established institutions that offer
the most beneficial returns. See note 23
for further information.
Due to the nature of the Bango
business and the status of its customers
– built on long term relationships with
telcos and global merchants - Bango
does not have significant issues with
bad debt and therefore the impact on
liquidity is low despite the economic
uncertainties that arose during the year.
The timing of new contract wins and
renewals influences the timing and
lumpiness
of
receipts
throughout
the year and a detailed cashflow is
regularly produced and reviewed. Cash
reports are reviewed by the Board
at each meeting to ensure there is
sufficient cash to continue to invest in
the platform and future developments
to scale the business and capture the
market opportunity..
Bango reviews its banking partners
regularly and established a new
relationship and overdraft facility with
Barclays Bank PLC in 2023. It also
took advantage of a loan from its
strategic partner midway through 2023
in line with its expected requirement
at the time of the DOCOMO Digital
acquisition. The first two repayments of
this loan were made in 2024.
38
Business interruption due to
technology failure
Bango customers across the world rely
on 24/7 access to Bango customer
operations and for Bango to meet
critical
service
level
agreements
(SLAs). To ensure uninterrupted service
and operational excellence, Bango
prioritizes business continuity at every
level of the organization.
Bango conducts thorough annual
continuity testing, in line with ISO 22301
standards. Bango rigorously assesses
and mitigates any potential risks to
operations. This proactive approach
helps Bango maintain resilience in the
face of any disruptions.
The Bango infrastructure is continuously
monitored and maintained through
streamlined
processes,
ensuring
optimal performance and reliability.
Robust
business
continuity
plans
are continuously refined to support
operational
resilience
and
ensure
the delivery of reliable, high-quality
service always. This approach is vital to
sustaining strong customer relationships
and long-term growth.
Integration & migration
The
senior
leadership
team
has
continued to closely monitor the
integration of the DOCOMO Digital
business and the migration of routes
from the acquired platform, against an
internal timeline and financial plan. The
migration of routes to the new Bango
platform is nearing completion and
anticipated savings have been realized.
Despite a thorough due diligence
process undertaken at the time of
acquisition, the integration identified
cost structures that differed from initial
expectations. These have proved to be
valuable learning points for the future
and have further enhanced Bango’s
approach to post merger integration
assessments in the event of any future
acquisition events.
Executive and employee
retention
The recruitment and retention of
skilled personnel at all levels is critical
to Bango’s success. Of particular
importance are the Executive team and
senior leadership. Originally a founder-
led business, until recently the loss of
certain key personnel had the potential
to adversely affect Bango operations
and prospects. In recent years, the
senior leadership team at Bango has
evolved such that Bango’s dependence
on a single person’s contributions has
lessened, reducing the risk and impact
associated with Bango losing particular
individuals.
The Remuneration Committee sets
remuneration packages for the executive
directors to ensure they are incentivized
to stay with the business. Bango puts
significant effort into providing an
excellent working environment (see
Social section on pages 25-26) and
benefits, including a highly attractive,
widely available share option scheme
and a share incentive plan (note 24).
In 2025, Bango will be assessing the
market competitiveness of its benefits,
amending these where necessary. In
2024 a working group comprising a
cross-function group of employees
and led by the People Team started
designing the Bango Employee Value
Proposition, based on best practice, as
well as internal and external interviews.
During 2024, Bango continued its work
to ensure a welcoming and attractive
workplace through its comprehensive
Diversity and Inclusion initiative. Further
details on this initiative can be found on
pages 25-26.
Currency risk
Many of the Bango revenue streams,
and the assets of some Bango
subsidiaries, are transacted or held in
currencies other than US dollars which
results in currency risk. This is partly
mitigated by sales and costs in the same
country being offset and by a natural
hedge from conducting business in so
many different currencies. As the cost of
sales is either extremely low or matched
to the currency of the sale, there is very
low risk to the profitability level of any
contract due to currency fluctuations.
See note 23 for further information. The
Bango Finance team also consults with
the Board to consider whether it should
engage in forward exchange contracts
on a periodic basis.
Security and data risk
The technology behind the Bango
products presents various security risks
that have the potential to compromise
data integrity, privacy, and system
functionality, and may be subject to
hacking, data theft or other cyber
security threats. These risks have the
potential to cause significant harm
to Bango and its customers, and to
damage the reputation of Bango and
its products. This in turn may have a
material adverse effect on Bango’s
financial position.
To mitigate these risks, Bango maintains
an Information Security Management
System (ISMS) that is certified compliant
to the ISO 27001 standard. Bango has
a robust risk management framework
based on the requirements of ISO
22301 and ISO 27001 covering all assets,
locations, staff, and data across the
business. All risks identified are put
through a risk decision and treatment
process (described above) to ensure
they are appropriately addressed up to
and including the Board as appropriate.
Bango makes use of up-to-date
security threat intelligence to inform
risk management and security activities
through organizations such as NIST and
is a member of the UK security special
interest group CISP, run by the National
Cyber Security Centre. The security
of the Bango technology platform is
regularly tested using CREST accredited
39
penetration testers and vulnerability
scanning and analysis tools.
In addition, Bango has implemented
policies, systems and procedures to
address privacy risks in accordance with
widely adopted industry practices. A
data breach register is maintained and
kept up to date.
Bango provides continuous training
through simulated events such as
phishing emails as well as compulsory
training that raise awareness of security
and data risks. The extensive testing of
Bango systems by our major partners
as part of ongoing supplier monitoring,
gives assurance that these risks are
appropriately mitigated.
Technology risk
Bango is dependent on its products, and
the technology behind them, leading
and/or keeping pace with relevant
developments in the market. This risk
is managed through a combination
of measures; continued investment in
research and development, the retention
of a high caliber technical team, and
the evolution product architecture,
combined with regular technology
reviews with trading partners and
sector specialists to ensure that market
developments are understood and
managed. This continued investment
ensures Bango produces products and
features that meet the needs of its
customers.
Failures in the development and release
of new products and features could
lead to performance shortcomings, as
well as financial and reputational risk.
This risk is managed through rigorous
quality assurance and testing to ensure
code and functionality meet relevant
specifications and requirements.
Regulatory environment risk
Bango
monitors
the
developing
changes in the regulatory environments
around the world to ensure that
it, and its products, adapt to, and
even anticipate, the latest policy and
legislation.
Broader political and economic policy
decisions could impact the sustainability
and attractiveness of the Alternative
Investment Market for investors.
The legal, compliance and information
security teams form an integral part of
the business, supporting and guiding
product design, development and
engineering. Bango attends industry
events and actively participates with
relevant associations across all its teams
– whether relevant to Bango products,
people, governance etc. Bango also
provides advice and recommendations
to regulators directly and through
industry bodies to help develop effective
regulation in the future.
Market and competitor threat
The Bango strategy attracts a wide
customer
base
that
uses
Bango
technology to provide functionality
and insight that no individual customer
can do themselves. Customers benefit
from the Digital Vending Machine®
ecosystem, which is populated by a
growing range and variety of content
providers, telcos and other resellers.
Extreme dominance of the market
by one merchant or mobile network
operator could reduce the value of
Bango. Additionally, customers may
not adopt the DVM to process their
subscriptions,
choosing
instead
to
implement a solution either themselves
or through a Bango competitor. There
is also the risk that the subscriptions
market stalls.
Bango
regularly
assesses
its
addressable market and is confident
there are significant opportunities for
the Digital Vending Machine®.
Bango continues to secure deals with
leading merchants and reselllers, and
expects diversity of customers and
operators to continue and increase over
time.
The Digital Vending Machine® is
ubiquitous with subscription bundling. It
is trusted by the world’s leading brands
for subscription bundling, and is proven
to power growth at speed and scale.
This competitive edge minimizes the risk
of customers not choosing Bango.
Global Risk profile
At a macro level, consumer demand for
subscription products worldwide could
be impacted by geopolitical events such
as global conflicts or the introduction of
trade tariffs that lead to rising prices
and trade wars.
As a global supplier, the risk profile
for Bango is constantly evolving, so
staying attuned to those risks not
covered above is crucial for effective risk
management and strategic decision
making. Bango does this through a
constant review of geopolitical and
environmental risks, and social and
political instability review in countries
in which it operates or anticipates
that it will operate. Practically, Bango
continues to develop and improve on
its current business continuity planning
using both internal and external
resources which it practically tests in
simulated crisis situations.
The strategic report on pages 2 to 40
has been approved by the Board and
signed on its behalf by:
Paul Larbey
CEO
40
Paul leads the talented Bango team as they continue to innovate with state-of-the-art technology. He
is responsible for crafting and delivering the Bango strategy, driving Bango’s growth by enhancing its
platform capabilities and fostering strategic partnerships. Paul spearheaded the launch of the market
leading subscriptions bundling platform known as the Digital Vending Machine®.
•
Over 20 years’ experience in the telecoms market, with strong track record of successfully bringing
new technologies to market and driving transformational change
•
Developed and managed Velocix digital video streaming business for Nokia – establishing it as a
core platform for media growth across multiple telcos and content providers
•
Led deployment of next generation mobile network technology into large telcos at Alcatel-Lucent
Board of Directors
Ray co-founded Bango in 1999. He has 30 years’ experience in technology and product innovation, as
well as scaling growth companies. His strong entrepreneurial flair and product foresight inspire partners,
investors and employees alike.
•
Track record of innovation and growth of technology businesses including first PC with a telephone
link, first commercial web browser, invention of drag-and-drop metaphor and early proponent of VR/
AR headsets
•
Created and led two businesses that established valuable global technology standards (IXI X.desktop
and SCO Unixware)
•
Merged UK and US business to enable NASDAQ float and subsequent unicorn status
Ray Anderson
Exec Chair
Paul Larbey
CEO
Matt joined Bango as Chief Financial Officer in January 2025. He brings a strong background in financial
management and strategic planning, driving the financial strategy, capital allocation, and long-term
growth objectives.
•
Track record in the retail and consumer industry, growing multi-channel, international businesses
•
Most recently Group CFO of TFG London and CFO of AllSaints; prior to corporate management,
spent a career in private equity and investment banking
•
Has coordinated and completed successful acquisitions, capital raises, a Company Voluntary
Arrangement during the Covid-19 pandemic, as well as cross-functional, transformational projects to
streamline business processes
•
Certified Associate Chartered Management Accountant and holds a Masters degree in Physics from
the University of Oxford
Matt Wilson
CFO
41
Darcy joined the Board in September 2023. As a veteran of the US media and technology industries, she
brings a deep knowledge of how the worlds of technology and content combine to drive each other
forward, which perfectly aligns with the Bango DVM strategy.
•
Currently serves as operating advisor at ABS Capital. She serves on the Boards of Cinemark Holdings
Inc (NYSE: CNK), Xperi (NYSE: XPER) and privately-held AI-media technology company Vionlabs AB
•
Three time Emmy recipient, NACD/Carnegie Mellon (US) Software Engineering Institute CERT
Certificate Cybersecurity (Board) Oversight and NACD (GNDI affiliated) Directorship
•
Patents granted in the areas of Media Tech: digital distribution and audio manipulation
•
Held senior leadership positions in a range of major US businesses including Warner Bros
Entertainment Inc as CTO, CBS Inc. and CEO Vubiquity Inc. (acquired by Amdocs)
“From my work with aggregators, I have learned that with Bango technology, and most
notably the DVM, the time, cost and complexities of integrating even just one brand on
a bespoke basis is eliminated. Instead, they can pursue multiple bundling and super
bundling options to promote.”
Anil co-founded Bango in 1999. He has extensive experience in creating successful partnerships between
technology innovators and major market players in online technologies and OEMs. He is highly skilled at,
and plays a central role in, both product and market strategy and success. Anil champions the adoption of
new technology by merchants, allowing them to achieve their goals by challenging traditional approaches
to measuring marketing success.
•
Brought the first commercially successful artificial life video game, Creatures, to market. (Before AI
was a “thing”)
•
Made a breakthrough user interface technology, X.desktop, into a global computing standard - used
on over 70% of all networked computers
•
Brought online payments to the mass market by championing “alternative payments” like carrier
billing - in partnership with Vodafone, Telefonica and AT&T
Tony joined the Board in June 2024. He brings skills and experience in audit, risk management and
financial reporting. His early career was spent at BDO, one of the top five accounting firms, advising
global clients. He was a member of the BDO leadership team where his roles included Head of the
London Office and Head of National Audit.
•
Extensive experience in financial, governance and risk management
•
Senior Independent Non-Executive Director and Chair of the Audit Committee at Yu Group PLC, an
AIM-listed B2B energy provider
•
Provides specialist knowledge of consumer markets through a Directorship at DJ Squire & Co. Ltd
Anthony (Tony) Perkins
Senior Independent
Non-Executive
Director
“Since joining the team last year, I have been very impressed with the breadth of
commercial skills and knowledge across the entire Board. As importantly, Bango’s
senior leadership and management possesses real strength in depth, bolstered further
by successful hires over the last year. Combined with its strong Governance and Risk
Management ethos, Bango is exceptionally well placed to embrace the opportunities and
challenges that lie ahead.”
Anil Malhotra
CMO
Darcy Antonellis
Independent Non-
Executive Director
42
Lisa joined the Board in October 2021. Over the past 30 years, she has made significant contributions
to the emergence of the internet, its business models and governance. Lisa is a leader in the design
of data-driven platforms, marketplaces and community services. Her entrepreneurship and investment
acumen are hugely valuable to Bango as it moves into its next phase of growth. Lisa has both founded
and invested in more than forty technology businesses, particularly transformative innovations to the
market.
•
Track record of founding industry changing technology disruption at companies including AOL and
Kodak Digital
•
Extensive research, writing on AI, trust & next futures
•
Deep connections and colleagues in data / AI convergence space, providing strategic consultancy
for: Guil Mobility Ventures, Boson Protocol, Apple, BBVA, Barclays and Walmart.
Frank joined the Bango Board in 2019. He has significant experience in finance and investing in, and
managing, technology businesses. This investment experience, in both publicly quoted companies and
entrepreneurial ventures, and a solid grasp of corporate governance issues, are of particular value to the
Board. Frank brings considerable global experience, especially in key Asian markets including Japan and
Korea.
•
Significant experience in finance, investing in and managing high tech businesses
•
Backed a number of successful UK tech companies that have gone onto a listing including Bango
plc, Financial Objects and Servicepower Technologies plc.
•
Also serves as a Director of Domainex Ltd.
Marcus Weldon
Independent Non-
Executive Director
Marcus joined the Board in October 2021. He brings vast experience in the telecoms space with a focus
on innovation which is immensely valuable to Bango. Marcus was most recently Chief Technology Officer
of Nokia and President of Bell Labs where he was responsible for setting the strategic direction of the
business and inventing solutions to allow that strategy to be followed.
•
Worked as CTO and President of Bell Labs at Nokia and Alcatel-Lucent for 7 years, following 10
years as a CTO and Research Scientist at Lucent Technologies and at AT&T
•
Extensive experience with strategy setting inside major telcos
•
Extensive engagement with network of people across the entire digital ecosystem
“Bango is at the threshold of defining and scaling what will be a core business model
for the coming decade for content creators, software developers and global distribution
platforms. I am pleased to have the privilege of working alongside the talented team with
vision, stamina and a dedication to lead this immense emerging category.”
“Bango has done the heavy lifting post the Docomo Digital acquisition and is now entering
a sweet spot for shareholder value creation. The DCB business throws off increasing cash
which can be used to repay the remaining NHN debt and at the same time supports
investment in the high growth part of the business, DVM. This is an exciting time to be a
Bango shareholder.”
“With the DVM, Bango is pioneering a new business model for Telcos, leveraging the
Telco strengths in subscription management and subscriber retention with new value
offer. Super bundling provides the potential for Telcos to capture a new value offer,
while providing value to customers, application and content providers alike.”
Lisa Gansky
Independent Non-
Executive Director
Frank Bury
Independent Non-
Executive Director
43
Company information
Company registration number
05386079
Registered office
100 Hills Road
Cambridge
CB2 1PH
Directors
R Anderson - Executive Chair
P Larbey – CEO
M Wilson – CFO (from 20 January 2025)
M Garner – CFO (until 20 January 2025)
A Malhotra – CMO
A Perkins – Non-Executive and Senior Independent Director
(from 12 June 2024)
W E Peacock – Non-Executive and Senior Independent
Director (until 12 September and 12 June 2024 respectively)
F Bury – Non-Executive Director
M Weldon – Non-Executive Director
L Gansky – Non-Executive Director
D Antonellis - Non-Executive Director
Company Secretary
R Ellis
Bankers
Barclays Bank PLC
1 Churchill Place
London
E14 5HP
HSBC Bank PLC
8 Canada Square
London
E14 5HQ
Solicitors
Mills & Reeve LLP
Botanic House
100 Hills Road
Cambridge
CB2 1PH
Independent auditor
BDO LLP
55 Baker Street
London
W1U 7EU
Nominated adviser and broker
Singer Capital Markets
1 Bartholomew Lane
London
EC2N 2AX
Website
www.bango.com || www.bangoinvestor.com
44
Directors Report
The Directors present the Annual Report
and audited financial statements of
Bango PLC for the year ended 31
December 2024. This report should be
read alongside the Bango Strategic
report which sets out the principal risks,
uncertainties and growth opportunities
for Bango.
The Directors and their interests
The Directors who served Bango during
the year, together with their beneficial
interests in the shares of Bango were
as follows:
O r d i n a r y
shares
of 20p each
O r d i n a r y
shares
of 20p each
31 Dec 2024
31 Dec 2023
R Anderson*
5,883,054
5,855,445
P Larbey*/**
150,857
48,027
A Malhotra*/**
2,362,848
2,323,170
M Garner*
5,481
5,481
F Bury**
519,250
447,250
E Peacock***
N/A
-
L Gansky
1,000
-
M Weldon
11,000
11,000
D Antonellis
-
-
A Perkins****
-
N/A
Total
8,933,490
8,690,373
*Holdings include shares issued and held in trust
under the Bango Share Incentive Plan
**Direct and indirect interests
*** E Peacock resigned as a Non-Executive Director
on 12 September 2024
**** A Perkins was appointed as a Non-Executive
Director on 12 June 2024
Frank Bury and Marcus Weldon hold
Bango shares but due to their size,
their holdings are deemed not to affect
their independence as Non-Executive
Directors.
Between 31 December 2024 and the
date of signature of this annual report,
one Director has traded in Bango
shares. The associated changes in their
beneficial interests in shares of Bango
are:
O rd i n a r y
shares
of
20p each
O rd i n a r y
shares
of 20p each
at date of
signature of
report
31 Dec 2024
M Weldon
16,500
11,000
*Holdings include shares issued and held in trust
under the Bango Share Incentive Plan
**Direct and indirect interests
For
Directors’
biographies
and
experiences see pages 41-43.
The
Directors’
interests
in
share
options of Bango are described in the
Remuneration Committee report on
page 56:
Share capital
Details of changes in the share capital
of Bango during the year are given in
note 18 to the financial statements.
Dividends
The Directors have not recommended a
dividend (31 December 2024: $nil).
Research and development
Bango has continued to invest in
research and development in the year
however the level of investment is lower
than in 2023 when investment was
needed to enable the migration of the
DOCOMO Digital DCB routes to the
Bango platform. In 2024 the investment
focused
on
the
Digital
Vending
Machine®. Details on the investments
Bango has made and continues to
make can be found on page 18 in the
Technology & Innovation section.
Details of the internal development
work that has been capitalized in the
year is in Note 14.
Directors’ indemnity
arrangements
Bango has purchased and maintained
throughout the year, Directors’ and
Officers’ liability insurance in respect of
itself and its Directors.
Employment policies
Bango
follows
the
applicable
employment laws in each territory in
which it operates. Bango is committed
to fair employment practices, prohibits
all forms of discrimination and strives to
give equal access and fair treatment to
all employees based on merit. Wherever
possible Bango provides the same
opportunities for disabled people as for
others. If employees become disabled
Bango would make reasonable efforts
to keep them in employment, with
appropriate training, and adjustments,
where necessary. The Social section
(pages 25-26) provides a comprehensive
statement on the Bango THRIVE values,
culture and employee engagement.
Health and safety policies
Bango conducts its business in a manner
which ensures high standards of health
and safety for its employees, visitors
and the general public. Bango complies
with all relevant legal, regulatory and
other applicable requirements.
Going concern
The Board have considered the Group’s
financial position, cashflow forecasts
and funding arrangements in assessing
the Group’s ability to continue as a
going concern.
As part of this assessment, the Group’s
operational performance and expected
future trading have been taken into
account, as well as the additional
liquidity available under the enhanced
45
NHN loan facility and the new $15M
Revolving credit facility from NatWest.
A detailed forecast has been prepared
through to June 2026 to determine
the ability of the Group to meet all
its obligations. A prudent downside
sensitivity has then been considered with
mitigating actions to test requirements
and validate outcomes. Finally, a
reverse stress test has been performed
to identify the conditions under which
the Group’s ability to continue as a
going concern would be compromised;
the Board do not consider such a
scenario to be reasonably foreseeable.
Based on the review of forecasts and
sensitivities, and having considered
the potential impact of downside
scenarios,
the
Directors
have
a
reasonable expectation that the Group
has adequate resources to continue
as a going concern. Accordingly, the
going concern basis has continued to
be adopted in the preparation of the
financial statements.
Substantial shareholdings
At 31 December 2024, Bango PLC
had been informed of the following
interests, in addition to the interests of R
Anderson and A Malhotra, amounting
to 3% or more in the issued ordinary
share capital of the company:
Holder
Number
%
NHN Corporation
10,456,986
13.61
FIL Investment
International
7,606,349
9.90
Herald
Investment
Management
7,528,470
9.80
Hargreaves
Lansdown Asset
Management
7,179,043
9.34
Interactive
Investor
5,178,047
6.74
West Elk Partners
3,961,138
5.16
Stonehage
Fleming
3,006,118
3.91
A J Bell Securities
2,366,277
3.08
Financial risk management
Details of the financial risk management
objectives and policies for the Group,
and the exposure of the Group to price
risk, credit risk, liquidity risk and cash
flow risk, can be located within the
Principal risks & uncertainties section on
pages 38-40.
Post Period Events & Future
Developments
Since the end of the reporting period,
Bango entered in to a revolving credit
facility
with
National
Westminster
Bank plc and adjusted the terms of
its existing loan with shareholder NHN
Corporation. Combined, these facilities
provide Bango with financial flexibility
to accelerate efficiency initiatives in
FY25 as well as flexibility and headroom
for profitable growth.
The CEO Statement on pages 6-9 sets
out the four pillars driving our strategy
for growth, including expansion to
verticals beyond telcos.
Directors’ responsibility
statement
The following statement, which should
be read in conjunction with the report
of the auditor set out on page 71, is
made to distinguish for shareholders
the respective responsibilities of the
Directors and of the auditor in relation
to the financial statements.
The Directors are responsible for
preparing the Strategic Report, the
Directors’ Report and the financial
statements
in
accordance
with
applicable law and regulations.
Company law requires the Directors to
prepare group and company financial
statements for each financial year. The
Directors have elected under company
law and are required by the AIM Rules
of the London Stock Exchange to
prepare the group financial statements
in
accordance
with
UK-adopted
International Accounting Standards and
applicable law.
The group and company financial
statements are required by law and
UK-Adopted International Accounting
Standards to present fairly the financial
position of the group and the company
and the financial performance of the
group. Under the Companies Act 2006,
financial statements are required to give
a true and fair view of the Company,
and its Group’s, financial position and
performance.
Under company law the Directors must
not approve the financial statements
unless they are satisfied that they give
a true and fair view of the state of
affairs of the Company and the Group
and profit or loss of the Group for that
period. In preparing these financial
statements, the Directors are required to:
•
Select suitable accounting policies
and apply them consistently.
•
Make judgements and accounting
estimates that are reasonable and
prudent.
•
State whether they have been
prepared in accordance with UK-
Adopted International Accounting
Standards.
•
Prepare the financial statements
on the going concern basis unless
it is inappropriate to presume that
Bango will continue in business.
The Directors are responsible for
keeping adequate accounting records,
that are sufficient to show and explain
Bango’s transactions and disclose, with
reasonable accuracy at any time, the
financial position of Bango and enable
them to ensure that the financial
statements comply with the Companies
Act 2006. They are also responsible
for safeguarding the assets of Bango
(the Group and Company) and hence
for taking reasonable steps for the
prevention and detection of fraud and
other irregularities.
The Directors are responsible for the
maintenance and integrity of the
corporate and financial information
included on the Group’s website.
Legislation in the United Kingdom
governing
the
preparation
and
dissemination of financial statements
may differ from legislation in other
jurisdictions.
Auditors
The Directors confirm that:
•
In so far as each Director is
aware there is no relevant audit
information of which Bango’s
auditor is unaware.
•
The Directors have taken all steps
that they ought to have taken
as Directors in order to make
themselves aware of any relevant
audit information and to establish
that the auditor is aware of that
information.
BY ORDER OF THE BOARD
P Larbey
CEO
46
The Board has adopted the Quoted
Companies
Alliance
Code
(“QCA
Code”).
The
Board
believes
the
pragmatic, principles-based approach
to corporate governance set out in the
QCA Code is a good fit to the nature,
stage and size of the business of Bango
and the sector in which it operates. The
QCA Code principles support the core
aims of Bango - to deliver innovative,
reliable
products
in
a
dynamic,
collaborative environment, achieving
sustainable growth for all stakeholders.
For the purposes of reporting in respect
of the financial year starting 1 January
2024, the 2018 QCA Code applies.
Bango will align with the 2023 QCA
Corporate Governance Code in respect
of the financial year starting 1 January
2025.
Bango
has
published
disclosures
against all the Principles of the QCA
Code.
Disclosures
are
contained
either within this Annual Report or on
the AIM Rule 26 section of: https://
bangoinvestor.com/governance-
information, which should be read in
conjunction with each other.
The table below contains details how the
principles flow throughout our business
via our strategy, our business model
and our stakeholder engagement, or
signposts you to the various sections
of this Annual Report containing the
details.
Corporate Governance
Principle 1: Establish a strategy and business model which promote long-term value for shareholders
See sections Business Model on pages 12-15, Market Opportunity on pages 10-11 and IInvestor Proposition on pages 16-17.
Principle 2: Seeks to understand and meet shareholder needs and expectations
The Board recognizes the importance of regular and effective communication with shareholders. The primary forms of communication are:
•
Information provided at: https://bangoinvestor.com/
•
The annual statutory financial reports, non-audited interim report and associated investor and analyst presentations and reports.
•
Announcements relating to trading or business updates released to the London Stock Exchange.
•
The Annual General Meeting which provides shareholders with an opportunity to meet the Board of Directors and to ask
questions relating to the business.
Strategy or Capital Markets days are typically held every 18 months. All shareholders are welcome to attend strategy days, at which
members of the Bango present the Bango strategy and are available to take questions from, and communicate with, shareholders face
to face. Details of the next strategy day will be made available at https://bangoinvestor.com/ and by RNS.
All statutory financial reports, as well as accompanying presentations are published on https://bangoinvestor.com/ and are made
available on a timely basis.
Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long
term success
See section, Environment on pages 22-24, Social on pages 25-26 and Section 172 on pages 30-33
Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the
organization
See section, Audit & Risk Committee Report on pages 52-54 and Principal Risks & Uncertainties on pages 38-40.
47
Principle 5: Maintain the board as a well-functioning, balanced team led by the chair
Board composition
The Board of Bango PLC is made up of the Executive Chair, CEO, CFO, CMO, a Senior Independent Director and four further
independent Non-Executive Directors. It is important that the Non-Executive Directors bring a wide range of skills to the Bango
Board to both challenge and support the Executive Directors, and to ensure that shareholders’ and wider stakeholders’ interests are
represented.
All Directors are subject to election by the shareholders at the first Annual General Meeting following their appointment, and to
re-election thereafter every three years. After nine years the Non-Executive Directors are subject to re-election on an annual basis.
Board members are required to devote as much time as is necessary for the proper performance of their duties. Executive Directors
are required to work full-time. Non-Executive Directors are contracted to commit to 11 or more days a year, but all spend 20-30 days
working for, and representing, Bango. Non-Executive Director (NED) commitments include attendance at and preparation for Board
and Committee meetings, oversight of and involvement in the setting of strategy, oversight and implementation of governance and
Committee matters, meetings and communications with shareholders, contributing to and attending strategy days, meetings with
Bango managers and employees, as well as other key stakeholders and partners.
Role of the Chair and Chair Division of Responsibilities
After stepping down as CEO in January 2020 Ray Anderson was appointed as Executive Chair of the Board. In his executive role he
focuses on business strategy, and key strategic partnerships. Recognizing his significant value and contribution to the success of Bango,
key shareholders indicated their support of Ray taking on this role, as well as the concept of having an Executive Chair.
At the time of this change the Board recognized that the existence of an Executive Chair would necessitate wider changes to the
Board, its composition and governance. Strict policies and procedures were established and are monitored to ensure continued strong
and effective corporate governance and an independent Board.
All Non-Executive Directors are independent and changes were implemented to the Articles of Association at the 2020 AGM to protect
the independence and integrity of the Board. The amendments were:
•
To formally recognize the Board position of Senior Independent Director, its role and responsibilities.
•
Where a Chair or Deputy Chair also holds an executive office, the Senior Independent Director is responsible for overseeing
corporate governance matters. In addition, the casting vote of an Executive Chair was removed.
The Board also implemented a clear delineation of roles and responsibilities between Executive Chair and Senior Independent Director
at Board level, and between CEO and Executive Chair at a management level. The Board has adopted and implemented a policy
that strictly divides Board roles and responsibilities as follows:
Executive Chair
•
Leads the Board and chairs Board meetings
•
Topics discussed by the Board which the Executive Chair is leading on (for example, strategic projects) require another Board
member, independent of the detail of the topic, to act as Chair.
•
Oversees Board direction and effectiveness and Board agenda
•
Contributes towards annual review on the performance of the CEO, which is undertaken by the Senior Independent Director (with
additional input from all other Non-Executive Directors)
•
Ensures information flow between management and Non-Executive Directors
Senior Independent Director
•
Oversees the performance and evaluation of the Chair, and the search for a new Chair if required
•
Responsible for the quality of and approach to corporate governance, in place of the Chair
•
Oversees the adoption, delivery and communication of the company’s corporate governance model, in place of the Chair
•
Sounding board and intermediary for the Chair and other Board members
48
From an operational standpoint, the role and responsibilities of the Executive Chair and CEO are clearly defined. In his management
role, Ray Anderson is responsible for driving key projects, as determined by the CEO or the Board. As CEO, Paul Larbey is responsible
for the delivery of the business model, alongside the other Executive Directors, within the strategy set by the Board. He is responsible
for the day-to-day operations of the business and oversees the performance of the CFO and the CMO, and in an operational and
management capacity only, the Executive Chair. The CEO reports to the Board and the Senior Independent Director, and not the
Chair.
Further safeguards have been implemented within the policy, so that the Company Secretary reports directly to the Senior Independent
Director on matters relating to corporate governance.
In relation to operational performance, risks and similar issues, the Executive Directors, including (and especially) the Chair, report to
the Senior Independent Director and Non-Executive Directors. This ensures that the business remains aligned with the strategy, and
avoids the risk of conflict and a lack of independent oversight on the basis that the Chair is a founder, a major shareholder and an
Executive Director.
Board committees
In line with best practice Bango has sub committees to focus on specific areas of good corporate governance, including separate
Remuneration, Audit and Risk, and Nomination Committees, which all hold regular meetings.
A Disclosures Committee comprising the CFO and Company Secretary, and under the chair of Anil Malhotra, CMO is tasked with the
ongoing consideration and assessment of matters that may be or become price sensitive and therefore may warrant insider status
or require announcement to the market. Advice is sought from Bango’s NOMAD and solicitors on this important area of focus as
appropriate.
The members of all Bango committees are assessed carefully and reviewed annually. All members are considered to have the
appropriate knowledge and skills to complete their tasks. They are empowered to seek advice and guidance from external parties as
required.
Board meetings
The Board meets formally at least 6 times per year to discuss the strategy, direction and financial performance of Bango. Other
additional Board meetings are arranged as required. The Board reviews a management pack monthly, which incorporates key financial
and operational information as well as information on the KPIs for Bango. The Non-Executive Directors attend all Board meetings.
Attendance at full Board meetings, and Audit (Audit Co), Remuneration (Rem Co) and Nomination (Nom Co) Committee meetings for
2024 was as follows:
Board
Audit Co
Rem Co
Nom Co
Ray Anderson
9 (9)
-
-
-
Paul Larbey
9 (9)
3 (3)*
2 (2)*
-
Matt Garner
9 (9)
4 (4)*
-
-
Anil Malhotra
9 (9)
1 (1)*
-
3 (3)
Eric Peacock**
4 (6)
3 (3)
1 (3)
-
Frank Bury
8 (9)
5 (5)
3 (3)
2 (3)
Lisa Gansky
8 (9)
4 (5)
-
-
Marcus Weldon
9 (9)
-
3 (3)
-
Darcy Antonellis****
9 (9)
2 (2)
-
1 (1)
Tony Perkins***
5 (5)
2 (2)
-
-
(x) Number of meetings entitled to attend.
* By invitation of the committee
** Eric Peacock resigned as a Non-Executive
Director on 12 September 2024
*** Tony Perkins was appointed as a Non-Executive
Director on 12 June 2024
**** Darcy Antonellis attended 2 Audit Committee
meetings as an observer and an 2 meetings as a
Committee member
Board meeting structure rotates, with longer meetings set aside for scrutinizing key areas of Bango strategy in depth. Meetings often
include contributions from senior management or subject matter experts within Bango. To strengthen board member relationships,
two two-day, in-person board meetings were held in 2024, one in Los Angeles the other at Bango headquarters in Cambridge. The
LA meeting enabled the directors to meet with key customers and contacts. The Cambridge meeting was used as an opportunity to
focus on, and interact with, Bango’s people. Meetings were arranged with senior management, and the board was provided with an
overview of key functions within Bango.
49
Principle 6: Ensure that between them the directors have the necessary up-to-date experience, skills and
capabilities
Details of the Directors and the relevant experience, skills and personal qualities and capabilities that each Director brings to the board
are set out in the Directors Biographies section of this Annual Report on pages 41-43.
Two Directors identify as female and seven as male. In addition, the Company Secretary identifies as female.
The Executive Directors are treated no differently to any other employee. The skills they bring to Bango, and their ongoing personal
development, are central to the success of Bango. As with all other employees, the Executive Directors are required to actively identify
and undertake training as necessary. Training extends not just to the ongoing enhancement of professional or technical skills, but
also to wider skills, such as management training, communication skills, and similar. The Non-Executive Directors are responsible for
ensuring their skillsets are kept updated as required.
During 2024, there were no internal advisors to the Board, other than the Company Secretary, who also acts as Bango General
Counsel. The Company Secretary ensures the Board and its sub-committees meet regularly, and oversees and monitors agenda items.
The CFO keeps the Board updated on accounting, finance and taxation changes and practices.
During 2024, in addition to Mills & Reeve, Bango’s legal advisors, Ernst & Young and Grant Thornton provided general accounting
advice, and advised on the post-acquisition group restructure. h2Radnor Limited was also appointed by the Remuneration Committee
to benchmark Executive Director remuneration.
Other than the advisors referred to above and those listed on page 44, no further external advisors were appointed by either the Board
or any of its sub-committees during 2024, and the Board did not seek external advice on any other significant matter.
In addition to the ongoing advice provided by the Company Secretary and CFO referred above, industry-specific updates are delivered
to the Board by the relevant expert, be it Bango’s NOMAD, a Director, an employee or an independent expert.
Principle 7: Evaluate board performance based on clear and relevant objectives, seeking continuous
improvement
The Board strives to be strong and effective, individually and collectively, and the correct mix of skills and experience is of crucial
importance in achieving this.
An annual appraisal system is in place for all employees, including the Executive Directors. The performance of the Executive Directors
is monitored as outlined above – refer to the disclosures against Principle 5.
Executive remuneration incorporates performance-related elements to align their interests with those of Bango shareholders. These
performance-related elements are set as a significant proportion of total remuneration, to incentivize, and to reward success.
Non-Executive Director performance is overseen by the Senior Independent Director in consultation with the Executive Directors. The
Chair’s performance is reviewed by the Senior Independent Director in consultation with all the Directors. The Non-Executive Directors’
value and input to Bango is monitored to ensure they are actively contributing to Bango achieving its strategic and financial objectives.
The performance of the whole Board is evaluated continuously. The Board believes changes or actions that are identified through this
process should be actioned immediately, instead of waiting for an annual or bi-annual review. The composition and performance of
the Board is reviewed regularly against a “skills matrix” that highlights the contributions of current Board members, and areas where
the Board might benefit from additional support.
The Nomination Committee is responsible for overseeing and monitoring board member performance. Details of the responsibilities
of the Nomination Committee are set out in the Nomination Committee Report on page 55, and in its Terms of Reference which are
available for view at https://bangoinvestor.com/corporate-governance-at-bango/ and on request from the Company Secretary. An
overview of the activities of the Nomination Committee in 2024 are set out in the Nomination Committee Report.
Further detail on board performance may also be found in the AIM Rule 26 section of the Bango investor website, located at https://
bangoinvestor.com/governance-information.
50
Principle 8: Promote a corporate culture that is based on ethical values and behaviors
Bango has a strong corporate culture which is consistent with its objectives, strategy and business model. The Bango THRIVE values
set out the core values that Bango aspires to.
Compliance with Bango policies and the THRIVE values is actively monitored by senior management and implementation is overseen
by the Board. Management reports are scrutinized at the monthly Board meetings. In addition, key management personnel are invited
to present at Board meetings on specific areas of focus, or when key issues of concern arise. As highlighted in the Social section on
pages 25-26, employee engagement surveys, which cover all aspects of the business, are conducted annually by an external human
resources specialist, and their results reported to the Board. Where suggestions for improvement or concerns are raised, these are
followed up by management who are accountable to the Board for implementation.
Corporate culture has Board-level visibility and involvement. Board members have open access to people and information across
Bango, and employees themselves have direct, open access to Board members.
Further detail on Bango corporate culture and how it works in practice, including information on employee engagement, diversity and
inclusion, can be found within the Sustainability section on page 25 as well as the AIM Rule 26 section of the Bango investor website,
located at https://bangoinvestor.com/governance-information. All these measures contribute towards minimizing risk and uncertainty.
Principle 9: Maintain governance structures and processes that are fit for purpose and support good
decision making by the Board
The disclosures against Principle 5 above describe the governance structures and processes implemented and how these support good
decision making by the Board. These disclosures should be read in conjunction with the Remuneration, Audit and Risk and Nomination
Committee Reports on pages 52-55.
At least once every year, the Board formally reviews corporate governance structures and practice, to ensure that Bango has robust
systems and procedures in place, underpinned by a strong corporate culture and customer-focused ethos. In addition to the Board
structures and processes described elsewhere in this Annual Report, the Board and all Committees maintain annual calendars,
ensuring that all governance requirements, including the review of policies and controls, are reviewed and updated regularly at Board
level, ensuring best practice and continued compliance.
The Board is confident that existing governance arrangements are fit for purpose and meet the interests of Bango and its stakeholders.
Further detail on governance structures and processes may also be found in the AIM Rule 26 section of the Bango investor website,
located at https://bangoinvestor.com/governance-information.
Principle 10: Communicate how the company is governed and is performing by maintaining a dialogue with
shareholders and other relevant stakeholders
The disclosures against Principle 2 above explain the manner in which Bango maintains an ongoing dialogue with its shareholders,
and the Section 172 section on pages 30-33 provides greater detail on Bango’s relationship with wider stakeholders.
The various Committee reports provide an overview of the role and responsibilities of, and work undertaken by, each of the Board
sub-Committees within 2024:
•
Audit & Risk Committee – pages 52-54
•
Nomination Committee – page 55
•
Remuneration Committee - pages 56-64
AGM voting details are published annually on the Bango investor website at https://bangoinvestor.com/, which also includes historic
annual reports and other governance related materials.
Index to corporate governance disclosures
An index of all disclosures required by the QCA Code can be found on the AIM Rule 26 section of the Bango investor website, located
at https://bangoinvestor.com/governance-information
51
Audit and Risk Committee
This report explains the role and
responsibilities of the Audit and Risk
Committee and how it discharged
those responsibilities during the year.
It highlights those key items considered
by the Committee, including in relation
to the financial statements, and how
the independence and objectivity of the
external auditors is safeguarded.
Bango appointed BDO LLP as its new
external auditor in April 2024, replacing
RSM UK Audit LLP, who had acted as
Bango external auditor since 2019.
Bango has no formal policy on rotation
of auditors but understands the need
to review to ensure quality of audit.
There are no contractual restrictions on
auditor choice.
Membership
The Committee is composed of 4
Non-Executive Directors who are all
independent. Chartered Accountant
Tony Perkins joined the Bango Board
as a Non-Executive Director and Chair
of the Audit and Risk Committee in
2024, replacing Frank Bury as Chair.
Eric Peacock, previously a member of
the Committee, retired from the Board
in June 2024 to focus on his recovery
from an accident. The remaining
three members of the Audit and Risk
Committee are Darcy Antonellis, Lisa
Gansky and Frank Bury.
Tony Perkins brings extensive experience
in
financial
governance
and
risk
management. He has acted for many
fully listed and AIM companies in the
professional services, natural resources,
technology, manufacturing and retail
sectors. His early career was spent at
BDO advising global clients and he was
a member of the BDO leadership team
where his roles included Head of the
London Office and Head of National
Audit. He is currently the Senior
Independent Non-Executive Director
and Chair of the Audit Committee at Yu
Group PLC, an AIM-listed B2B energy
provider.
Frank Bury previously led the Committee
and brings significant experience in
investment appraisals through financial
analysis and an in-depth knowledge of
accounting requirements and practices.
Lisa
Gansky
provides
valuable
experience having founded and invested
in many technology businesses during
the emergence of the internet which
has required significant understanding
of financial requirements and metrics.
Her entrepreneurship and investment
acumen are a great asset for Bango.
Darcy Antonellis has held senior
leadership positions in a range of major
US businesses including Warner Bros
Entertainment Inc and CBS Inc. With
an MBA with concentration in Finance,
Darcy brings further strong financial
skills and experience to the Committee.
This combination of management,
financial experience and qualifications
gives the Committee considerable
strength and depth across a broad
range of industries and scale of
businesses, from both the private and
public sectors.
The
Chief
Executive
Officer,
the
Chief Financial Officer, the Company
Secretary, and the external Auditor,
BDO, regularly attend meetings of the
Committee. The Committee Chair met
with BDO (and, while they acted as
auditor, RSM) and the Chief Financial
Officer regularly during the year. There
is ongoing engagement with BDO to
ensure that their views, opinions, and
comments are reflected within the
Committee’s deliberations and dealings.
The Board is satisfied that the
membership of the Audit and Risk
Committee includes at least one
Director with recent and relevant
financial experience, and that the
Committee as a whole has extensive
business experience and a strong
knowledge and understanding of the
sector in which Bango operates.
Responsibilities
The Committee meets at least twice a
year to review the independent audit
Audit and Risk Committee
52
report and the wider responsibilities set
out below:
•
Monitor
and
challenge
the
integrity of the financial systems,
controls and statements relating
to the financial performance of
Bango.
•
Monitor
Bango’s
accounting
policies,
corporate
reporting,
internal
controls
and
risk
management systems.
•
Assess and report to the Board
on
performance,
identifying
any matters where it considers
action
or
improvement
is
required.
Ensure
a
formal
channel is available for employees
and other stakeholders to express
any complaints in respect of
financial accounting and reporting.
The main responsibilities of the Audit
and Risk Committee are set out in
its Terms of Reference. These are
available at https://bangoinvestor.com/
corporate-governance-at-bango
The Committee’s Terms of Reference are
reviewed annually.
The Committee reports to the Board on
its activities, identifying any key issues,
including recommendations on any
steps to be taken, and on how it has
discharged its responsibilities.
During the year ended 31 December
2024, the Committee gave continued
attention to the balance sheet. In
2023, Bango entered into an external
loan with its strategic partner, NHN
Corporation (“NHN”) in order to support
the DOCOMO Digital integration and
assist in closing further Digital Vending
Machine® contract wins. The first two
repayments of this loan were made in
2024.
2024 also saw a comprehensive review
by the Chair of the Committee of the
Bango risk framework and risk register.
Their feedback and recommendations
were subsequently implemented by the
risk team.
External Audit
Following a comprehensive assessment,
BDO LLP were appointed as Bango’s
external auditor in April 2024. In
relation to Bango’s external auditor the
Committee’s key responsibilities are:
•
To make recommendations to
the Board, to be put to the
shareholders for their approval, in
relation to the appointment of the
external auditor and to approve
the remuneration and terms of
reference of the external auditor.
•
To discuss the nature, extent and
timing of the external auditor’s
procedures and to discuss the
external auditor’s findings.
•
To review and monitor the external
auditor’s
independence
and
objectivity and the effectiveness of
the audit process.
•
To
develop
and
implement
policy on the engagement of the
external auditor to supply non-
audit services on the basis of their
knowledge and experience and/or
for reasons of confidentiality while
safeguarding their objectivity and
independence.
The CFO and, as appropriate, other
Executive
Directors
maintain
an
ongoing dialogue with all members of
the Audit and Risk Committee (and the
wider Board) and work closely with the
Committee Chair in particular, to ensure
that financial reporting, risk monitoring,
internal
controls
and
corporate
governance practices align with the
highest standards of integrity and
accuracy. This ongoing collaboration
provides the Audit and Risk Committee
with necessary insights to support
their oversight function and safeguard
the long-term financial health of the
company, as well ensure the ongoing
performance,
independence
and
objectivity of Bango’s external auditors.
External auditors and their performance
are formally evaluated by the Board
after the delivery of the year end
results. Consideration is given to their
ongoing suitability as auditor, as well as
requirements for auditor rotation.
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53
Internal control procedures and
risk management
The Board is responsible for Bango’s
system of internal controls and risk
management, and for reviewing the
appropriateness and effectiveness of
these systems having regard to the
nature and complexity of Bango, its
business, and the risks it faces. These
systems are designed to manage,
rather than eliminate, the risk of failure
to achieve business objectives.
Internal controls
Bango does not currently run a formal
internal audit function in line with other
groups its size.
The key features of Bango internal
controls are:
•
A clearly defined organizational
structure
with
appropriate
delegation of authority.
•
The approval by the Board of
a
one-year
budget,
including
monthly
income
statements,
statements of financial position
and cash flow statements. The
budget is prepared in conjunction
with senior managers to ensure
targets are feasible.
•
The business plan is updated on a
periodic basis to take into account
the most recent forecasts. On a
monthly basis, actual results are
compared to the latest forecast
and
market
expectations
are
presented to the Board on a timely
basis.
•
Regular reviews by the Board and
by the senior leadership team of
key performance indicators.
•
Dual authority is required for all
bank payments. Payments are not
permitted without an approved
invoice signed in accordance with
the Bango Delegation of Authority.
•
Reconciliations of key statement
of financial position accounts are
performed
and
independently
reviewed by the finance team.
Wherever possible segregation of
duties is implemented to provide
additional comfort and support on
all finance processes.
•
All employees must go through
initial
and
periodic
security
screening in line with requirements
from Bango’s key customers.
•
Appropriate security and virtual
checks are in place at all Bango
systems, locations and wherever
Bango people work to protect
Bango’s
assets
(fixed
and
intangible).
•
Appropriate whistleblowing and
escalation points are established
and communicated to staff to
provide a safe and secure forum
for employees to escalate matters.
The Board, in conjunction with the
Audit and Risk Committee, keeps under
review Bango’s internal control system
on a periodic basis. An internal cross
functional Infosec team also meets
periodically to review the controls and
processes in place for Bango.
Risk management
The Board is accountable for the effective
identification and evaluation of risks for
Bango and reviewing the controls in
place to mitigate any potential adverse
impacts. Under delegated authority
from the Board, the Audit Committee
oversees the effectiveness of Bango’s
risk management framework.
A
business
continuity
plan
is
documented, in place, and reviewed
at least annually. Business continuity
training and simulations are also
undertaken annually.
More
detail
on
the
Bango
risk
management
framework
and
the
measures taken to identify, assess
and manage risk can be found in the
Principal Risks and Uncertainties section
on pages 38-40.
Tony Perkins
Audit and Risk Committee Chair
54
Nominations Committee
The
Nomination
Committee
is
a
sub-committee of the Board, tasked
with evaluating board composition
and
performance,
and
managing
appointments to the Board as required.
Composition
The
Committee
is
composed
of
two Non-Executive Directors, Darcy
Antonellis and Frank Bury, and one
Executive
Director,
Anil
Malhotra
(CMO). Darcy Antonellis acts as Chair
of the Committee. The Committee is
supported by the Company Secretary.
The Committee meets at least twice
a year, and more often if needed, to
consider changes to the composition
of the Board and the operational
efficiency and effectiveness of the
Board as a whole.
Responsibilities
The
Committee’s
main
role
and
responsibilities are:
•
To review the make-up and skill set
of the Board
•
To make recommendations to
the Board regarding board and
Committee composition
•
To oversee and monitor board
member performance
•
To identify any areas of Board
operation that need additional
support or strengthening
•
To manage appointments to the
Board as needed
•
To ensure that succession planning
is developed and reviewed.
Further detail of the responsibilities
of the Nomination Committee are set
out in its Terms of Reference. These
are available at https://bangoinvestor.
com/corporate-governance-at-bango/
and on request from the Company
Secretary. The Committee’s Terms of
Reference are reviewed annually.
The Committee reports to the Board on
its activities, identifying any key issues,
including recommendations on any
steps to be taken, and on how it has
discharged its responsibilities.
The Board of Directors reviews the
composition
of
the
Nomination
Committee annually to ensure it
contains the necessary combination
of skills and experience to operate
effectively.
2024 Activities
At the end of 4Q2023, the Nomination
Committee undertook a review of Board
skills. The results of this were analyzed
by the Committee and reported back to
the Board in April 2024.
The Committee identified that, while
the Board was very strong, there was
a need for an additional Non-Executive
Director to strengthen the Board’s
financial expertise. This prompted a
formal search for such a director. After
considering a wide range of candidates,
a recommendation was made by
the Nomination Committee to the
Board following which Tony Perkins, a
Chartered Accountant and experienced
non-executive director, was appointed
to the Board in June. Given his skills
and significant experience in audit, risk
management and financial reporting,
Tony was appointed to the Audit
Committee as Chair on his appointment
as a director.
The appointment of Tony Perkins as a
director in June 2024 and retirement
of Sir Eric Peacock as a director in
September 2024 prompted a review
of Committee composition. In October
2024,
the
Committee
undertook
a
comprehensive
review
of
the
composition of all Board Committees.
The Committee reconfigured all Board
Committees to optimize the qualities,
skills and experience of the various
board members and Tony Perkins was
appointed
as
Senior
Independent
Director.
Looking ahead to 2025, the Committee
has two key tasks: a more in-depth
evaluation of Board effectiveness and
Board member skills with a view to the
needs of Bango over the next 3 years,
with, a focus on succession planning
at both Board and senior leadership
levels.
Darcy Antonellis
Nomination Committee Chair
55
Composition
The
Remuneration
Committee
is
composed of three Non-Executive
Directors: Darcy Antonellis, Lisa Gansky
and Marcus Weldon. Marcus Weldon
acts as Chair. The Committee meets at
least twice a year and may meet more
frequently if required. The Committee is
supported by the Company Secretary,
who provides information, assistance
and advice on request.
Responsibilities
The Committee’s main tasks are to:
•
Review
and
determine
remuneration policy on behalf
of the Board, and the specific
remuneration
and
incentive
packages for each of the Bango
Executive Directors.
•
Review
and
make
recommendations to the Board
in respect of the design of
remuneration structures and levels
of pay and other incentives for
employees of Bango, including
share option awards and any
adjustments to the terms of share
ownership
and
share
option
schemes.
•
Report to Bango shareholders in
relation to remuneration policies
applicable to Bango’s Executive
Directors.
•
Monitor and approve the grant of
all share options to employees.
The Committee closely follows the
Quoted Companies Alliance (“QCA”)
Remuneration Committee Guide, with
its five key responsibilities being to:
•
Develop remuneration packages
to support the delivery of business
objectives in the short, medium
and long-term.
•
Align the interests of the executive
team with the interests of long-
term shareholders.
•
Apply performance criteria to
encourage executives to operate
within the risk parameters set by
the Board.
•
Ensure that Bango can recruit
and retain high quality executives
through fair and attractive, but not
excessive, packages.
•
Communicate
with
Bango
shareholders
on
remuneration
through the Annual Report.
The Committee may invite the CEO, CFO
and People team to attend meetings of
the Remuneration Committee. The CEO
is consulted on proposals relating to
the remuneration of the CFO and of
other senior executives of the Group.
The CEO and CFO are not involved in
setting their own remuneration.
The
Committee
uses
independent
remuneration consultants to advise it
in setting remuneration structures and
policies. The Committee is exclusively
responsible
for
appointing
such
consultants and for setting their terms
of reference.
The
main
responsibilities
of
the
Remuneration Committee are set out
in its Terms of Reference. These are
available
at
https://bangoinvestor.
com/corporate-governance-at-bango/
and on request from the Company
Secretary. The Committee’s Terms of
Reference are reviewed annually.
Remuneration policy
Bango remuneration policy is to provide
an attractive and competitive package
of benefits to all employees, including
salary, pension and share options.
These benefits provide incentives and
reward individual contributions to overall
Bango
performance
appropriately,
while avoiding paying more than is
necessary.
The Committee considers Executive
remuneration
packages
of
comparable companies when making
recommendations to the Board, while
aligning closely to the package structure
offered to other Bango employees.
Bango offers Executive Directors a
base salary and performance related
bonuses, as well as share options, a
workplace pension and other standard
Bango employee benefits. Executive
Director remuneration and policy is
reviewed annually by the Committee
to ensure each package offered is
appropriate both to support the delivery
of Bango strategy and objectives in the
short, medium and long-term, and to
retain (and where necessary recruit)
high quality executives. It considers
the nature of Bango business, as well
as its size and growth-oriented nature.
Packages are intended to both reward
and incentivize thereby ensuring that
Remuneration Committee
56
the Executive Directors are motivated to
continue to deliver sustainable growth in
shareholder value and are aligned with
the long-term interests of shareholders.
In March 2024 the Committee appointed
the leading advisory firm h2Radnor
to complete a full benchmarking and
review of Executive compensation for
the 2024 and 2025 financial years.
Annual salary
The h2Radnor Limited benchmarking
report was used to guide the Committee
in determining Executive remuneration
in 2024. Inflationary increases for
the CEO and CFO were approved
with the CMO remaining unchanged
having received an increase in 2023.
The Executive Chair salary remained
unchanged in 2024.
Bonus scheme
Performance-related
elements
of
remuneration are designed to align
the interests of Executive Directors with
those of shareholders and are set as
a proportion of total remuneration.
The award of a bonus is based
on performance criteria set by the
Remuneration
Committee,
including
financial and non-financial criteria.
These success factors are linked to
the long-term development of Bango
and include financial goals shared by
all Directors, and individual targets for
each Director based on their role and
responsibilities.
The Board reserves the right to enforce
claw back terms related to the bonus
if it is discovered that any of the
parameters under which the bonus was
granted should change.
The bonus structure remained similar to
the 2023 scheme however the common
element for all Directors was split in two
between a Revenue target and a new
Profitability measure.
In 2024 the Committee further modified
the bonus structure. The Committee
decided to use Adjusted EBITDA minus
R&D Capitalization as its measure of
profitability, which they believe is the
measure of profitability that is most
closely aligned with the interests of all
shareholders. The Committee decided
to bias the weighting of these two
measures towards revenue while the
company is in a growth phase.
In 2024 bonus arrangements were
structured as follows:
•
Common Objectives for all Directors
- 80% of total bonus payable.
Minimum, target and maximum
levels were set. Below minimum,
the payout was zero; between
minimum and target the payout
scaled to 100%; between target
and maximum the payout scaled
to 150%; if the maximum metric
was exceeded the payout was
capped at 150%. The breakdown
(in absolute percentages) and the
2024 awards were as follows::
•
Revenue 60% - In 2024
the achievement was 58%
contributing
35%
to
the
overall bonus.
•
Profitability 20% - In 2024 the
achievement dropped below
the minimum threshold and
so the achievement was 0%.
Individual Objectives - 20%
of total bonus payable. The
results for 2024 are detailed in
the table below:
Role
Target
Result (awarded absolute %)
Executive Chair
20%
5%
CEO
20%
8%
CMO
20%
0%
CFO
20%
0%
57
Share options
Bango
considers
that
active
participation in a share option plan is
an important means of incentivizing
and retaining high quality people.
The rules governing the Bango share
option scheme remain substantially the
same as those first adopted in 2005
when Bango listed on AIM and are still
considered largely appropriate given
the size and growth nature of Bango.
Options lapse after 10 years and to
date there is a 15% maximum dilution
at any point, in line with QCA limits for
small growth companies.
Alongside all employees, Executive
Directors are eligible to participate
in the share option scheme, however
the vesting schedule was changed
in 2024 for Executive Directors and
performance conditions were added. A
separate share option scheme for Non-
Executive Directors was implemented in
2022, details of which are described in
more detail below.
Share options are granted following a
review of staff performance and talent
profiling by the wider executive team.
The Remuneration Committee then
approves the overall size of the grant
for employees and sets the option
levels for the Executive Directors. Share
options may only be granted after
approval by the Committee and in line
with the restrictions set out under the
Bango share option scheme rules.
Options have been granted at the
market price on the date of grant.
Employees and Directors therefore gain
no value from their share options unless
Bango performs well, and the market
price of Bango shares rises. The scheme
administered by Bango does not
provide for the repricing of options if the
share price falls, and no other form of
compensation is provided for any such
loss of value. In these circumstances
the Executive Directors not only lose
the benefit of their options, they are
also likely to see a reduction in any
bonus paid to them if the share price
reduction is a result of any failure to
meet their bonus targets. The interests
of the Directors are therefore firmly
aligned with those of shareholders to
deliver sustained, medium to long term
growth.
The number of options awarded to
all staff, including Executive Directors,
is directly related to their expected
contribution to Bango and its future
growth. The number of options granted
to the Executive Directors is generally
fixed. Crucially, the Directors are
therefore not influenced by short-term
progress or share price at the time of
grant.
Bango grants options twice per year.
This provides an ongoing incentive and
is designed to retain staff (including
the Executive Directors) as it provides
options at a range of prices (see below).
It also mitigates against the danger of
“underwater” options becoming de-
motivating if general stock market
conditions have adverse effects on
Bango share price in the shorter term.
Following
the
2024
h2Radnor
benchmarking review, the Committee
changed its policy on the vesting and
exercise of Executive Director share
options. Options granted to Executive
Directors from 2024 onwards vest in
one tranche after 3 years and are
subject to performance conditions
aligned with the growth of Bango over
a period of 3 years, in line with the QCA
Remuneration Committee Guide.
Share options granted to the wider
employee base vest in equal tranches,
quarterly, over three years from the
date of option grant. This is in-line with
standard practice in global technology
companies. The plan rules contain
certain conditions around the exercise
and vesting of options.
The Directors actively engage with
key shareholders on all aspects of
remuneration policy, including the
topic of Executive share options and
the Board’s policy on them, to ensure
interests are aligned and any concerns
are addressed.
Non-Executive Director Share Options
Bango aligns with the QCA Corporate
Governance Code. For the purposes
of 2024, the 2018 QCA Code applies
(Bango will align with the 2023 QCA
Corporate Governance Code in respect
of the financial year beginning 1 January
2025). The 2018 QCA Code does not
prohibit the grant of share options to
Non-Executive Directors. The Code
states as follows:
“Since independence can be easily
compromised,
NEDs
should
not
normally participate in performance-
related remuneration schemes or have
a significant interest in a company share
option scheme. On occasions, where
performance-related
remuneration
is under consideration, it should be
proportionate, shareholders must be
consulted and their support obtained.”
Following
consultation
with
key
shareholders, the Executive Directors
implemented a share option program
for Non-Executive Directors in 2022. The
rationale behind this is that, in order to
attract top Board talent, especially in
the US (an important market for Bango),
much higher Directors’ fees would
otherwise be needed. A share option
program allows Bango to recruit the
best Non-Executive Directors globally
while minimizing operating costs.
The scheme was structured carefully
to ensure the interests of the Board
members are aligned with those of
58
Bango shareholders. The rules of
the scheme were determined by the
Executive Directors in consultation
with the Bango NOMAD and major
shareholders. The structure of the
scheme is:
•
Options are granted at the closing
market price on the day of grant.
There is no discount from the
market price.
•
Options cannot be repriced or
adjusted in a static or falling
market; Directors can only benefit
from their options should the
share price increase, aligning their
interests with those of the wider
shareholder base.
•
Options are granted to Non-
Executive
Directors
upon
appointment
(or
for
existing
Directors upon the adoption of
the scheme). There are no regular
option
grants.
The
Executive
Directors
review
the
situation
annually
to
determine
if
a
subsequent grant is appropriate.
•
Options vest in one tranche on the
fourth anniversary of the date of
grant and expire after ten years.
•
To ensure independence is not
compromised
Non-Executive
Directors do not have to remain on
the Board for the full vesting period
for them to receive the benefit of
their options. The exception to this
would be if any Non-Executive
Director was removed for cause.
Importantly, the Bango NED option
scheme, and the NED options granted
to date complies with all requirements
of the QCA Code:
•
The share option program for
Non-Executive
Directors
was
only adopted after an open and
constructive consultation with key
shareholders, and their support
was obtained.
•
NEDs do not “normally participate”
in a wider Bango share option
scheme - only one single award
has been made to each director
since appointment to date.
•
The NEDs’ awards do not provide
the NEDs with a “significant
interest” in the Bango share option
scheme by any measure:
•
Each Non-Executive Director
has been granted a single
award of 50,000 options.
•
All options have been granted
at market value without the
ability to reprice.
•
Each
individual
award
comprises
approximately
0.4% of the value of the entire
Bango share option scheme.
•
Each
individual
award
comprises
approximately
0.065% of entire issued share
capital of Bango.
NEDs’ awards fall well below any
threshold for significant participation,
and are well within the scope of
proportionality.
•
The monetary value of the options
granted to Non-Executive Directors
is not high, rendering it entirely
proportionate. Bango is unable
to offer fees attractive enough
to enable it to attract top talent,
especially in the US (a crucial
market for Bango, and where the
grant of share options to Non-
Executive Directors is expected).
The grant of a sufficient number of
options to make a non-executive
role attractive at low cost, has
enabled Bango to successfully
retain 4 Non-Executive Directors of
the highest caliber within the last
3.5 years, validating this considered
approach as being in the interests
of Bango and all its shareholders.
An investor proxy service commented in
2024 as follows:
“The award of options to NEDs is not
in line with best practice as it can
cause a potential conflict of interest
that may affect a NED’s independent
judgement. Shareholders expect that
companies remunerate NEDs with basic
fees only, in the form of cash or shares.
This policy excludes historical, one-off
grants, if the quantum is not considered
to be material, from the assessment of
independence”
This assessment does not align with the
QCA Code:
•
The QCA Code does not prohibit
the grant of share options to Non-
Executive Directors (refer to the
above extract of the Code).
•
The QCA Code anticipates that
the grant of share options to
Non-Executive Directors may be
appropriate.
•
Where Non-Executive Directors
are granted share options, the
QCA
introduces
guardrails
–
they “should be proportionate,
shareholders must be consulted
and their support obtained”. As
outlined above, Bango complies
with these requirements.
•
The QCA Code does not reference
materiality. Instead, the Code
references the following:
•
NEDs should not have a
“significant
interest
in
a
company
share
option
scheme”; as outlined above,
Bango NEDs do not have
a “significant interest” in the
59
Bango share option scheme.
•
where NED “performance-
related remuneration is under
consideration, it should be
“proportionate”; as outlined
above,
NED
participation
in
a
performance-related
remuneration
scheme
is
“proportionate”.
Proxy
analysis
determination
that
the award of share options to Non-
Executive
Directors
renders
all
Non-Executive Directors not to be
independent represents a significant
misinterpretation by proxy advisors of
the QCA Code itself and an apparent
lack of understanding of the approach
taken by Bango which is both compliant
with the QCA Code and received
(and continues to receive) widespread
shareholder support.
The
Board
maintains
an
open
dialogue with its shareholders, and
consulted again with its shareholders
on this particular topic after receipt by
them of investor proxy service voting
recommendations in 2023. The Board
is heartened that, despite continued
inappropriate conclusions from proxy
analysis providers, Bango shareholders
reiterated their support of Bango’s
position on the award of share options
to Non-Executive Directors by voting for
all resolutions at the 2023 AGM and
the 2024 AGM, including those flagged
as items of concern within the proxy
analysis. Bango continues to consult
extensively with the wider corporate
governance industry, including the
QCA, on the matter given its significant
concerns with the interpretation by the
investor proxy service analysis of “best
practice” on this topic; once again
Bango received widespread support
and validation.
Further details of the option plan and
outstanding options as at 31 December
2024 are given in note 26 to the financial
statements.
Details of the share options and shares
held by the Directors of Bango are
shown below.
Employee Share Purchase Scheme
In 2022, to further promote employee
retention and engagement, as well
as employee share ownership, Bango
implemented a share purchase scheme
which continued in 2024. To simplify the
initial implementation of this scheme,
participation is currently limited to UK-
based employees. The scheme is open
to Executive Directors but not to Non-
Executive Directors.
The scheme is an HMRC-approved
Share Incentive Plan and so follows
HMRC rules; employees and the
company contribute funds to a trust
that purchases and holds shares
on employees’ behalf. The scheme
is managed by Equiniti Share Plan
Trustees Limited. Limits on employee
and company contributions in any tax
year are set by HMRC, and in 2024
the employee contribution limit was
£1,800 per tax year. Bango matches
employee contributions at a ratio of 2:1,
contributing a maximum of £3,600 per
tax year per employee.
UK Pensions
Executive Directors may participate
in the Bango defined contribution
pension scheme or choose to pay in
to their own private pension scheme.
For
all
employees
the
minimum
pension contribution is 5% under auto-
enrolment rules. Bango matches this 5%
contribution and then contributes 0.2%
for every 1% of salary over the minimum
5% the employee contributes.
Where an employee has reached the
HMRC pension limits the company
contribution is paid as an allowance
which is subject to normal NI and Tax
deductions.
Non-Executive
Directors
cannot
participate in the Bango pension
scheme.
Payments for Loss of Office
There were no payments made to any
previous Directors for loss of office in
2024 (2023: none).
Service agreements
The Executive Directors have service
agreements with Bango.net Ltd which
were refreshed in early 2021 to ensure
continued alignment with industry best
practices. The agreements include
non-compete, non-poaching, garden
leave and confidentiality clauses, and
mutual three-month notice periods.
These were reviewed again in 2024
by the Committee (with the support of
an external legal advisor) as part of
a regular review cycle, with changes
including an increase in the notice
period to six months (twelve months
for the CEO). These changes were
embedded in the contract entered in to
by Matt Wilson when he was appointed
as CFO in January 2025, and have been
implemented for all other Executive
Directors in 1H 2025.
Non–Executive Directors
The remuneration of the Non-Executive
Directors is determined by the Executive
Directors. Their appointments can be
terminated on three months’ notice in
writing by Bango.
Implementation of
Remuneration policy in 2025
Considering market data and company
performance,
the
Remuneration
Committee has determined that in 2025
there will be no material changes to
Director compensation:
60
Directors’ emoluments
Details of remuneration in respect of the Directors is as follows:
* Matt Garner resigned on 20 January 2025
** Eric Peacock resigned on 12 September 2024
*** Tony Perkins was appointed on 12 June 2024
**** Darcy Antonellis was appointed on 20 September 2023
31-Dec-24
Wages and salaries
Variable pay
Pension and other
benefits
Total
$
$
$
$
R Anderson
270,955
48,302
-
319,257
P Larbey
394,732
78,616
12,781
486,129
A Malhotra
281,292
43,868
14,059
339,219
M Garner*
235,439
37,887
11,772
285,098
F Bury
41,570
-
-
41,570
E Peacock**
39,245
-
-
39,245
M Weldon
44,993
-
-
44,993
L Gansky
44,932
-
-
44,932
D Antonellis
45,251
-
-
45,251
A Perkins***
24,845
-
561
25,406
1,423,254
208,673
39,173
1,671,100
31-Dec-23
Wages and salaries
Variable pay
Pension and other
benefits
Total
$
$
$
$
R Anderson
263,627
89,639
-
353,266
P Larbey
373,057
118,298
10,612
501,967
A Malhotra
250,613
91,767
12,522
354,902
M Garner
223,834
74,569
11,192
309,595
F Bury
37,306
-
-
37,306
E Peacock
37,306
-
-
37,306
M Weldon
47,106
-
-
47,106
L Gansky
47,106
-
-
47,106
D Antonellis
11,754
-
-
11,754
1,291,709
374,273
34,326
1,700,308
•
The bonus scheme will remain
similar to that used in 2024 with
the following changes:
•
The Exec Chair bonus will be
based on objectives set by
the Committee.
•
For the other Directors the
proportion
of
the
bonus
measured against profitability
has, after having received
input from shareholders, been
increased from 20% to 40%.
•
The target for the bonus was
set at 50% of base salary
(2024 : 45%)
•
There are no increases in Executive
Director salaries planned in 2025.
•
Executive Directors’ salaries will be
reviewed and adjusted according
to market conditions using the
same methodology as that used
for all Bango employees and the
data from the 2024 h2Radnor
benchmarking exercise.
•
The Exec Chair’s salary was
set to £150k for 2025 (2024 :
£212k) linked to potential bonus
overperformance
•
The Committee is consulting with
Shareholders about the Share
Option scheme to ensure the
attractiveness of the scheme is
maintained while limiting potential
dilution of shareholders.
61
Directors’ Share Options
The Directors’ interests in share options of Bango were as follows:
Options to buy ordinary
shares of 20p each
Date of grant
Option price
31 December 24
31 December 23
R Anderson
01 October 2024
£1.15
50,000
10 April 2024
£1.16
50,000
19 September 2023
£1.88
50,000
50,000
03 April 2023
£2.09
50,000
50,000
29 September 2022
£1.96
50,000
50,000
08 March 2022
£1.78
50,000
50,000
08 September 2021
£2.02
50,000
50,000
17 March 2021
£2.08
50,000
50,000
17 September 2020
£1.72
50,000
50,000
07 April 2020
£1.22
50,000
50,000
01 October 2019
£1.29
50,000
50,000
27 March 2019
£0.93
50,000
50,000
21 September 2018
£1.73
50,000
50,000
14 March 2018
£1.73
50,000
50,000
22 September 2017
£2.55
50,000
50,000
21 March 2017
£1.15
50,000
50,000
21 September 2016
£0.89
50,000
50,000
16 March 2016
£0.43
50,000
50,000
18 September 2015
£0.89
32,500
32,500
Total
932,500
832,500
Options to buy ordinary
shares of 20p each
Date of grant
Option price
31 December 24
31 December 23
A Malhotra
01 October 2024
£1.15
50,000
10 April 2024
£1.16
50,000
19 September 2023
£1.88
50,000
50,000
03 April 2023
£2.09
50,000
50,000
29 September 2022
£1.96
50,000
50,000
08 March 2022
£1.78
50,000
50,000
08 September 2021
£2.02
50,000
50,000
17 March 2021
£2.08
50,000
50,000
17 September 2020
£1.72
50,000
50,000
07 April 2020
£1.22
50,000
50,000
01 October 2019
£1.29
50,000
50,000
27 March 2019
£0.93
50,000
50,000
21 September 2018
£1.73
50,000
50,000
14 March 2018
£1.73
50,000
50,000
22 September 2017
£2.55
50,000
50,000
21 March 2017
£1.15
50,000
50,000
21 September 2016
£0.89
50,000
50,000
16 March 2016
£0.43
50,000
50,000
18 September 2015
£0.89
32,500
32,500
Total
932,500
832,500
62
Options to buy
ordinary shares of 20p
each
Date of grant
Option price
31 December 24
31 December 23
P Larbey
01 October 2024
£1.15
200,000
10 April 2024
£1.16
200,000
19 September 2023
£1.88
200,000
200,000
03 April 2023
£2.09
200,000
200,000
29 September 2022
£1.96
100,000
100,000
08 March 2022
£1.78
100,000
100,000
08 September 2021
£2.02
100,000
100,000
17 March 2021
£2.08
100,000
100,000
17 September 2020
£1.72
48,760
48,760
07 April 2020
£1.22
47,912
47,912
18 September 2019
£1.38
47,080
47,080
27 March 2019
£0.93
246,248
246,248
Total
1,590,000
1,190,000
Options to buy
ordinary shares of 20p
each
Date of grant
Option price
31 December 24
31 December 23
M Garner*
01 October 2024
£1.15
50,000
10 April 2024
£1.16
50,000
19 September 2023
£1.88
50,000
50,000
03 April 2023
£2.09
50,000
50,000
29 September 2022
£1.96
50,000
50,000
08 March 2022
£1.78
50,000
50,000
08 September 2021
£2.02
50,000
50,000
17 March 2021
£2.08
150,000
150,000
Total
500,000
400,000
63
Options to buy
ordinary shares of 20p
each
Date of grant
Option price
31 December 24
31 December 23
E Peacock**
08 March 2022
£1.78
50,000
50,000
Total
50,000
50,000
F Bury
08 March 2022
£1.78
50,000
50,000
Total
50,000
50,000
M Weldon
08 March 2022
£1.78
50,000
50,000
Total
50,000
50,000
L Gansky
08 March 2022
£1.78
50,000
50,000
Total
50,000
50,000
D Antonellis
19 September 2023
£1.88
50,000
50,000
Total
50,000
50,000
A Perkins***
13 June 2024
£1.335
50,000
-
Total
50,000
-
* Matt Garner resigned on 20 January 2025
** Eric Peacock resigned on 12 September 2024
*** Tony Perkins was appointed on 12 June 2024
Total options held at 31
December 24
Vested & Unexercised
at 31 December 24
Exercised in 2024
R Anderson
932,500
761,677
-
A Malhotra
932,500
761,677
-
P Larbey
1,590,000
940,010
-
M Garner
500,000
329,177
-
E Peacock
50,000
-
-
F Bury
50,000
-
-
M Weldon
50,000
-
-
L Gansky
50,000
-
-
D Antonellis
50,000
-
-
A Perkins
50,000
-
-
The total number of Director share options which were vested but unexercised, and
exercised in 2024 are:
Marcus Weldon
Remuneration Committee Chair
64
Independent auditor’s report to
the members of Bango PLC
Opinion on the financial statements
In our opinion:
•
the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31
December 2024 and of the Group’s loss for the year then ended;
•
the Group financial statements have been properly prepared in accordance with UK adopted international accounting standards;
•
the Parent Company financial statements have been properly prepared in accordance with UK adopted international accounting
standards as applied in accordance with the provisions of the Companies Act 2006; and
•
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of Bango Plc (the ‘Parent Company’) and its subsidiaries (the ‘Group’) for the year ended
31 December 2024 which comprise consolidated statement of comprehensive income, consolidated statement of financial position,
consolidated cashflow statement, consolidated statement of changes in equity, company statement of financial position, company
statement of changes in equity, cashflow statement and notes to the financial statements, including a summary of material accounting
policy information. The financial reporting framework that has been applied in their preparation is applicable law and UK adopted
international accounting standards and, as regards the Parent Company financial statements, as applied in accordance with the
provisions of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities
under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our
report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remain independent of the Group and the Parent Company in accordance with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our
other ethical responsibilities in accordance with these requirements.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
Our evaluation of the directors’ assessment of the Group and the Parent Company’s ability to continue to adopt the going concern
basis of accounting is set out in the Key Audit Matters section of the report.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the Group and the Parent Company’s ability to continue as a going concern
for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this
report.
65
An overview of the scope of our audit
Overview
Key audit matters
2024
Capitalised development costs
Going concern
Materiality
Group financial statements as a whole
$800k based on 1.5% of revenue.
Our Group audit was scoped by obtaining an understanding of the Group and its environment, the applicable financial reporting
framework and the Group’s system of internal control. On the basis of this, we identified and assessed the risks of material misstatement
of the Group financial statements including with respect to the consolidation process. We then applied professional judgement to
focus our audit procedures on the areas that posed the greatest risks to the group financial statements. We continually assessed
risks throughout our audit, revising the risks where necessary, with the aim of reducing the group risk of material misstatement to an
acceptable level in order to provide a basis for our opinion.
Components in scope
Bango plc consists of 31 legal entities across different geographical locations. The components are organised per legal entity which is
aligned with the Group’s operational and reporting framework. The control environment varies across the Group, influenced by local
regulatory requirements. However, the key management in the corporate office in the United Kingdom provides overall oversight across
all components providing centralised governance and financial controls.
As part of performing our Group audit, we have determined the components in scope for audit procedures on the entire financial
information on the component as being Bango.net Limited and Bango Germany GmbH. These components have been identified as
fully in-scope due to the Group risks allocated to these components as well for as their contribution to Group results and performance.
For these components, we used a combination of risk assessment procedures and further audit procedures to obtain sufficient
appropriate evidence. These further audit procedures included procedures on the entire financial information of those components.
In relation to the group audit and separately from the statutory audit of the Parent Company, Bango plc was subject to procedures in
connection with one or more classes of transactions, account balances or disclosures.
Procedures performed at the component level
We performed procedures to respond to group risks of material misstatement at the component level that included the following.
Component
Component Name
Group Audit Scope
1
Bango.Net Limited
Statutory audit and procedures on the entire financial information of the
component.
2
Bango Germany GmbH
Procedures on the entire financial information of the component.
3
Bango plc
Statutory audit and procedures on one or more classes of transactions, account
balances or disclosures
4
All other components
Risk assessment procedures
66
The Group engagement team has performed all procedures directly, and has not involved component auditors in the Group audit
Climate change
Our work on the assessment of potential impacts of climate-related risks on the Group’s operations and financial statements included:
•
Enquiries and challenge of management to understand the actions they have taken to identify climate-related risks and their
potential impacts on the financial statements and adequately disclose climate-related risks within the annual report;
•
Our own qualitative risk assessment taking into consideration the sector in which the Group operates and how climate change
affects this particular sector; and
•
Review of the minutes of Board and Audit Committee meeting and other papers related to climate change and performed a risk
assessment as to how the impact of the Group’s commitment as set out in annual reports may affect the financial statements
and our audit.
We challenged the extent to which climate-related considerations, including the expected cash flows from the initiatives and
commitments have been reflected, where appropriate, in the Directors’ going concern assessment.
We also assessed the consistency of managements disclosures included in the annual report with the financial statements and with
our knowledge obtained from the audit.
Based on our risk assessment procedures, we did not identify there to be any Key Audit Matters materially impacted by climate-related
risks.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud)
that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit,
and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements
as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
67
Key audit matter
How the scope of our audit addressed the key audit matter
Going concern (Note 2.1)
The Directors are required to make an assessment regarding the
ability of the Group and Parent Company to continue as a going
concern. There is significant judgement and estimation required in
determining the appropriate base case, and sensitivities including
revenue growth rate and timing of cash flows assumptions, to
assess the liquidity requirements of the business in the Directors’
assessment period which follows the signing of the financial
statements.
Subsequent to the reporting period, the business has executed
a number of non-adjusting post balance sheet events which
have impacted the liquidity that is anticipated to be available to
the business over the period of the going concern assessment.
The timing and completion of our procedures in connection with
this area were significantly impacted by the timing and final
execution of these events in the lead up to the signing of the
financial statements.
This area required significant auditor attention and as a result is
considered to be a key audit matter.
Our evaluation of the Directors’ assessment of the Group and the
Parent Company’s ability to continue to adopt the going concern
basis of accounting included:
•
Evaluating the appropriateness of the going concern
assessment performed by the Directors with regard to
the requirements of the applicable financial reporting
framework, including the period covered;
•
Testing the mathematical accuracy of the going concern
model prepared by the Directors and the underlying
calculations used within it;
•
Obtaining evidence in relation to the level of cash and debt
held by the group as at 31 December 2024, and movements
post year end;
•
Using our knowledge of the Group and its market sector,
together with the current economic environment, to assess
the Directors’ identification of the inherent risks to the
Group’s and the Parent Company’s business and how these
might impact the Group’s and the Parent Company’s ability
to remain a going concern for the going concern period of
at least twelve months from when the financial statements
are authorised for issue;
•
Obtaining the going concern model from the Directors and
challenging the assumptions, including revenue growth,
used by the Directors in the going concern forecast. This
included assumptions in relation to the expected timing of
payment to suppliers and timing and availability other debt
and equity contributions. We obtained evidence, including
new customer contracts, to support inputs into the model;
•
Evaluating the suitability of the sensitivities applied, in the
severe but plausible scenarios and reverse stress test that
were performed by the directors;
•
Confirmed the terms and availability of the new revolving
credit facility and revised NHN loan secured after the
reporting date to the executed agreements; and
•
Reviewing the disclosures in the financial statements relating
to going concern to ensure that the disclosures are consistent
with the circumstances.
Key observations:
Our conclusions relating to going concern are given in the section
of our reported with that heading.
68
Key audit matter
How the scope of our audit addressed the key audit matter
Capitalisation of development cost
See accounting policy in Note 3, and the intangible asset in Note 14.
The Group capitalises costs in relation to the development of the
technology used in generating revenue. Such costs must satisfy
certain criteria as set out in the Group’s accounting policy, given in
Note 3 to the financial statements, and IAS 38 Intangible assets.
There is significant judgement and estimation applied by the
Directors in the determination of which costs are eligible for
capitalisation. We considered this a significant risk due to the
subjective nature of certain assumptions applied and the
materiality of the amount capitalised in the year, and the matter
required significant auditor attention.
For these reasons, we considered this to be a Key Audit Matter.
Our audit procedures included the following:
•
Discussions were held with members of the Group’s
platform and development teams to understand the
Group’s processes and procedures related to capturing and
measuring development costs, and to obtain information
about the projects worked on in the year.
•
We audited management’s assessment of the ability of the
capitalised costs to generate future economic benefits for
the Group.
•
We considered, on a sample basis, whether the development
costs capitalised met the criteria for capitalisation under the
applicable accounting standard.
•
On a sample basis, we tested the accuracy of the payroll
data, or contractor costs, included in the calculations for
capitalised costs, to supporting documentation including
employment contracts, agreements with contractors, or
invoices.
•
For a sample of employees who complete timesheets,
we traced hours capitalised to timesheet records and
recalculated the total expected costs to be capitalised for
that individual.
•
For a sample of employees who do not complete timesheets,
we challenged the reasonableness of the proportion of the
time capitalised in connection with their contribution to
development, and tested management’s explanations to
supporting evidence.
•
On a sample basis, we tested other directly attributable
costs in developing the technology to supporting evidence.
Key observations:
We have no material findings in respect of the assumptions
and judgements made by management for the capitalisation of
development costs.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We
consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of
reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level,
performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily
be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their
occurrence, when evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality
as follows:
69
Component performance materiality
For the purposes of our Group audit opinion, we set performance materiality for each component of the Group, apart from the Parent
Company whose materiality and performance materiality are set out above, based on a percentage of between 59% and 63% of
Group performance materiality dependent on the size and our assessment of the risk of material misstatement of those components.
Component performance materiality ranged from $472k to $504k.
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in excess of $32,000. We also
agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds.
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report
other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other
information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion
thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this
gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Group financial statements
Parent company financial statements
2024
$’000
2024
£’000
Materiality
800
667
Basis for determining materiality
1.5 % of Revenue
1% of total assets
Rationale for the benchmark applied
We consider revenue as the most relevant
measure of financial performance and the
key metric for users of the Group’s financial
statements
Total assets was chosen as the parent
company
is
a
non-trading
holding
company.
Performance materiality
560
466
Basis
for
determining
performance
materiality
70% of group materiality
70% of parent company materiality
Rationale for the percentage applied for
performance materiality
70% of group materiality based on
our understanding of the Group, risks
assessment procedures and the nature
and extent of misstatement identified
by the predecessor auditor and the
expectations in relation to misstatement
for the current year.
70% of group materiality based on our
understanding of the Group, risks as-
sessment procedures and the nature and
extent of misstatement identified by the
predecessor auditor and the expectations
in relation to misstatement for the current
year.
70
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course of the audit, we are required by the
Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below.
Strategic report and
Directors’ report
In our opinion, based on the work undertaken in the course of the audit:
•
the information given in the Strategic report and the Directors’ report for the financial year for which the
financial statements are prepared is consistent with the financial statements; and
•
the Strategic report and the Directors’ report have been prepared in accordance with applicable legal
requirements.
In the light of the knowledge and understanding of the Group and Parent Company and its environment
obtained in the course of the audit, we have not identified material misstatements in the strategic report or
the Directors’ report.
Matters on which we
are required to report
by exception
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
•
adequate accounting records have not been kept by the Parent Company, or returns adequate for our
audit have not been received from branches not visited by us; or
•
the Parent Company financial statements are not in agreement with the accounting records and returns;
or
•
certain disclosures of Directors’ remuneration specified by law are not made; or
•
we have not received all the information and explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement, the Directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is
necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Parent Company’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the Directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a
high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud is detailed below:
71
Non-compliance with laws and regulations
Based on:
•
Our understanding of the Group and the industry in which it operates;
•
Discussion with management and those charged with governance, legal counsel and Audit Committee; and
•
Obtaining and understanding of the Group’s policies and procedures regarding compliance with laws and regulations; and
we considered the significant laws and regulations to be the applicable accounting framework, Companies Act 2006, UK tax legislation
and AIM Listing Rules.
The Group is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the
amount or disclosures in the financial statements, for example through the imposition of fines or litigations. We identified such laws
and regulations to be the health and safety legislation and the Bribery Act 2010.
Our procedures in respect of the above included:
•
Review of minutes of meeting of those charged with governance for any instances of non-compliance with laws and regulations;
•
Review of correspondence with regulatory and tax authorities for any instances of non-compliance with laws and regulations;
•
Review of financial statement disclosures and agreeing to supporting documentation;
•
Involvement of tax specialists in the audit; and
•
Review of legal expenditure accounts to understand the nature of expenditure incurred.
Fraud
We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures
included:
•
Enquiry with management and those charged with governance and Audit Committee regarding any known or suspected instances
of fraud;
•
Obtaining an understanding of the Group’s policies and procedures relating to:
•
Detecting and responding to the risks of fraud; and
•
Internal controls established to mitigate risks related to fraud.
•
Review of minutes of meeting of those charged with governance for any known or suspected instances of fraud;
•
Discussion amongst the engagement team as to how and where fraud might occur in the financial statements;
•
Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material
misstatement due to fraud; and
•
Considering remuneration incentive schemes and performance targets and the related financial statement areas impacted by
these.
Based on our risk assessment, we considered the areas most susceptible to fraud to be inappropriate journal entries relating to the
revenue recognition specifically in relation to manual journal manipulation and non-standard arrangements from one-off revenue
transactions.
Our procedures in respect of the above included:
•
Challenging the assumption and judgment made by management in their significant accounting estimates which are disclosed
on Note 3, through examination and assessment of contradictory as well as corroborative evidence;
•
identifying and testing a sample of journal entries, in particular journal entries posted with unusual account combinations, to
supporting documentation;
•
reviewing minutes of board and board committee meetings from throughout the year;
•
testing of the consolidation including a sample of adjustments at the consolidation level to supporting documentation; and
•
performing the procedures as set out in the Key Audit Matters section of our report.
72
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were
all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with
laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk
of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may
involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the
audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions
reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/
auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the Parent Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken so that we might state to the Parent Company’s members those matters we are required
to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Parent Company and the Parent Company’s members as a body, for our audit work, for this
report, or for the opinions we have formed.
Tom Laird (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
London, UK
5 June 2025
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
73
Consolidated statement of comprehensive income
For the year ended 31 December 2024
Note
2024
$ 000
2023
$ 000
Revenue
4
53,370
46,098
Cost of sales
(11,578)
(6,476)
Gross profit
41,792
39,622
Other operating income
6
2,162
-
Administrative expenses
6
(46,666)
(44,767)
Adjusted EBITDA
15,285
6,395
Exceptional items
7
(4,217)
(3,857)
Negative goodwill
-
3,799
Share based payments
9
(2,068)
(2,345)
Depreciation
12, 13
(1,035)
(1,052)
Amortization
14
(10,677)
(8,085)
Operating loss
5
(2,712)
(5,145)
Finance costs
10
(842)
(497)
Finance income
10
15
15
Share of net loss of associate accounted for using the equity
method
15
-
(4,577)
Loss before taxation
(3,539)
(10,204)
Income tax
11
(112)
1,378
Loss for the financial year (attributable to equity holders of
the company)
(3,651)
(8,826)
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Foreign exchange on consolidation
240
1,701
Currency movement in net investment
-
(922)
240
779
Loss and total comprehensive income for the financial year
(3,411)
(8,047)
Loss per share attributable to the equity holders of the parent
Note
Basic (loss) per share
26
(4.75) c
(11.51) c
white space
Diluted (loss) per share
26
(4.75) c
(11.51) c
The notes on pages 80 to 125 form an integral part of these financial statements.
74
Consolidated Statement of Financial Position as at 31 December 2024
Note
31 December
2024
$ 000
31 December
2023
$ 000
ASSETS
Non-current assets
Property, plant and equipment
12
1,216
1,271
Right-of-use assets
13
1,928
2,734
Intangible assets
14
39,637
37,670
Other investments
15
50
50
Trade and other receivables
16
-
250
42,831
41,975
Current assets
Trade and other receivables
16
20,932
22,526
Research and development tax credits
1,344
1,412
Short-term investments
17
41
40
Cash and cash equivalents
3,337
3,720
25,654
27,698
Total assets
68,485
69,673
EQUITY
Capital and reserves attributable to owners of the parent
company
Share capital
18
24,593
24,584
Share premium account
63,197
63,161
Merger reserve
2,886
2,886
Share-based payments reserve
9,273
7,218
Foreign exchange reserve
(1,793)
(2,033)
Accumulated losses
(71,974)
(68,323)
Total equity
26,182
27,493
LIABILITIES
Current liabilities
Trade and other payables
19
34,236
30,841
Lease liabilities
13
880
1,013
Loans and borrowings
20
3,412
1,925
Income tax liability
678
-
39,206
33,779
Non-current liabilities
Loans and borrowings
20
1,706
5,776
Trade and other payables
19
-
196
Lease liabilities
13
887
1,770
Deferred tax
11
504
659
3,097
8,401
The notes on pages 80 to 125 form an integral part of these financial statements.
75
Consolidated Statement of Financial Position as at 31 December 2024
(continued)
Note
31 December
2024
$ 000
31 December
2023
$ 000
Total liabilities
42,303
42,180
Total equity and liabilities
68,485
69,673
These financial statements were approved and authorized for issue by the Directors on 5 June 2025 and are
signed on their behalf by:
P Larbey
Director
Company registration number 05386079
The notes on pages 80 to 125 form an integral part of these financial statements.
76
Consolidated cashflow statement
For the year ended 31 December 2024
Note
2024
$ 000
2023
$ 000
Cash flows from operating activities
Net cash flow from operating activities
21
18,879
1,638
Cash flows from investing activities
Acquisitions of property plant and equipment
12
(183)
(275)
Expenditure on capitalized development costs and intangible
assets
14
(15,347)
(17,663)
Short-term investments
17
(1)
1
Interest received
10
15
15
Additional investment in associate
15
-
(636)
Net cash flows from investing activities
(15,516)
(18,558)
Cash flows from financing activities
Proceeds from issue of ordinary shares, net of issue costs
45
863
Interest paid on borrowings
10
(687)
(322)
Proceeds from borrowings
-
7,873
Repayment of bank borrowing
(1,957)
-
Lease payments
(1,108)
(954)
Interest payment on leases
(14)
(128)
Net cash flows from financing activities
(3,721)
7,332
Net decrease in cash and cash equivalents
(358)
(9,588)
Cash and cash equivalents at 1 January
3,720
12,657
Effect of exchange rate fluctuations on cash held
(25)
651
Cash and cash equivalents at 31 December
3,337
3,720
The notes on pages 80 to 125 form an integral part of these financial statements.
77
Consolidated Statement of Changes in Equity for the Year Ended 31 December 2024
Share
capital
$ 000
Share
premium
$ 000
Merger
reserve
$ 000
Share based
payment
reserve
$ 000
Foreign
currency
translation
$ 000
Accumulated
losses
$ 000
Total
$ 000
At 1 January 2024
24,584
63,161
2,886
7,218
(2,033)
(68,323)
27,493
Loss for the year
-
-
-
-
-
(3,651)
(3,651)
Foreign exchange translation
-
-
-
(13)
240
-
227
Total comprehensive income
-
-
-
(13)
240
(3,651)
(3,424)
Share-based payment transactions
-
-
-
2,068
-
-
2,068
Exercise of share options and warrants
9
36
-
-
-
-
45
Transactions with owners
9
36
-
2,068
-
-
2,113
At 31 December 2024
24,593
63,197
2,886
9,273
(1,793)
(71,974)
26,182
The notes on pages 80 to 125 form an integral part of these financial statements.
78
Consolidated Statement of Changes in Equity for the Year Ended 31 December 2024 (continued)
Share capital
$ 000
Share
premium
account
$ 000
Merger
reserve
$ 000
Share based
payment
reserve
$ 000
Foreign
currency
translation
$ 000
Accumulated
losses
$ 000
Total
$ 000
At 1 January 2023
24,471
62,411
2,886
4,029
(2,812)
(59,541)
31,444
Loss for the year
-
-
-
-
-
(8,826)
(8,826)
Foreign exchange translation
-
-
-
603
(603)
-
-
Other comprehensive income
-
-
-
-
1,382
-
1,382
Total comprehensive income
-
-
-
603
779
(8,826)
(7,444)
Issue of warrants
-
-
-
285
-
-
285
Share-based payment transactions
-
-
-
2,345
-
-
2,345
Transfer for exercised options
-
-
-
(44)
-
44
-
Exercise of share options and warrants
113
750
-
-
-
-
863
Transactions with owners
113
750
-
2,586
-
44
3,493
At 31 December 2023
24,584
63,161
2,886
7,218
(2,033)
(68,323)
27,493
The notes on pages 80 to 125 form an integral part of these financial statements.
79
Notes to the Financial Statements for the Year Ended 31 December 2024
1
General information
Bango PLC (“the Company”) was incorporated on 8 March 2005 in the United Kingdom. Bango PLC is domiciled
in the United Kingdom. The address of the registered office of the Company, which is also its principal place of
business, is given on page 44. Bango PLC’s shares are listed on the AIM of the London Stock Exchange.
The principal activity of Bango during the year was the development, marketing and sale of technology that
enables the marketing and sale of products.
The financial statements for the year ended 31 December 2024 were approved by the Board of Directors on 5
June 2025.
2
Basis of preparation
The Group financial statements, which consolidate those of Bango PLC and all of its subsidiaries, have been
prepared under the historical cost convention and under the basis of going concern.
Bango has prepared its Report and accounts for the year ended 31 December 2024, in accordance with
UK-adopted International Accounting Standards in conformity with the requirements of the Companies Act 2006
(“IFRS”). IFRS requires the use of certain critical accounting estimates. It also requires management to exercise
its judgement in the process of applying the Group’s and Company’s accounting policies. The areas involving a
high degree of judgement or complexity, or areas where assumptions and estimates are significant to the
consolidated financial statements are disclosed in note 3.
These financial statements are presented in US Dollars (USD), the presentation currency of Bango PLC Group.
2.1 Going concern
The Board have considered the Group’s financial position, cashflow forecasts and funding arrangements in
assessing the Group’s ability to continue as a going concern.
As part of this assessment, the Group’s operational performance and expected future trading have been taken
into account, as well as the additional liquidity available under the enhanced NHN loan facility and the new $15M
revolving credit facility from NatWest.
A detailed forecast has been prepared through to June 2026 to determine the ability of the Group to meet all its
obligations. A prudent downside sensitivity has then been considered with mitigating actions to test requirements
and validate outcomes. Finally, a reverse stress test has been performed to identify the conditions under which
the Group’s ability to continue as a going concern would be compromised; the Board do not consider such a
scenario to be reasonably foreseeable.
Based on the review of forecasts and sensitivities, and having considered the potential impact of downside
scenarios, the Directors have a reasonable expectation that the Group has adequate resources to continue as a
going concern. Accordingly, the going concern basis has continued to be adopted in the preparation of the
financial statements.
80
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
3
Principal accounting policies
Basis of consolidation
On 9 June 2005 Bango PLC acquired the entire issued share capital of Bango.net Limited by way of a share for
share exchange. As the shareholders were the same before and after this transaction, the share for share
exchange qualifies as a common control transaction and fell outside of the scope of IFRS 3, Business
Combinations.
No goodwill has been recorded and the difference between the parent company's cost of investment and
Bango.net Limited's share capital and share premium is presented as a merger reserve within equity on
consolidation.
The consolidated financial statements incorporate the financial statements of Bango PLC and all entities
controlled by it after eliminating internal transactions. Control is achieved where the Group has the power to
govern the financial and operating policies of a Group undertaking so as to obtain economic benefits from its
activities. Subsidiary undertakings’ results are adjusted, where appropriate, to conform to Group accounting
policies.
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to
govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the income statement from the
effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments
are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by
the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of
subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given,
equity instruments issued and liabilities incurred or assumed at the date of exchange. Identifiable assets acquired
and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair
values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in
the net fair value of the identifiable assets, liabilities and contingent liabilities recognized is recorded as goodwill.
In the case of the acquisition of Bango 22 Limited (formerly DOCOMO Digital Limited), Bango recognized
negative goodwill, or a bargain purchase gain, as the purchase price was lower than the total fair value of the
assets and liabilities acquired. Any negative goodwill is recognized as an exceptional gain within Bango’s income
statement.
Inter-company transactions, balances and unrealised gains on transactions between the company and its
subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the
consolidated financial statements.
81
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
3
Principal accounting policies (continued)
Associates
Associates are all entities over which the group has significant influence but not control or joint control. This is
generally the case where the group holds between 20% and 50% of the voting rights of an entity. Investments in
associates are initially recognized at cost and thereafter accounted for using the equity method of accounting.
Under the equity method of accounting, the investment is adjusted from its initial cost with the group’s share of
the post-acquisition changes to shareholders funds from the associate entity and recognized in the consolidated
statement of financial position. In addition, the group’s share of the post-acquisition profit or losses are
recognized in the income statement with any movement in the associate entity’s other comprehensive income
reported in the group’s other comprehensive income. Dividends received or receivable from associates are also
adjusted against the carrying amount of the investment.
Where the group’s share of losses in an equity-accounted investment equals or exceeds its interest in the entity,
including any other unsecured long-term receivables, the group does not recognize further losses, unless it has
incurred obligations or made payments on behalf of the other entity.
The carrying amount of equity-accounted investments are tested for impairment annually or when events would
indicate that it might be impaired. Impairment charges are deducted from the carrying value and recognized
immediately in profit or loss.
Property, plant and equipment
Property, plant and equipment is stated in the statement of financial position at cost, less any subsequent
accumulated depreciation and subsequent accumulated impairment losses.
The cost of property, plant and equipment includes directly attributable incremental costs incurred in their
acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction
over their estimated useful lives, as follows:
Asset class
Depreciation method and rate
Leasehold improvements
20% straight-line or term of lease if shorter
Office equipment
20% straight-line
Computer equipment
33.3% straight-line
Intangible assets
Separately acquired licenses and other intangibles are shown at historical cost.
Trademarks, licenses and customer-related intangible assets have a finite useful life and are carried at cost less
accumulated amortization and any accumulated impairment losses.
Net assets acquired as part of a business combination includes an assessment of the fair value of separately
identifiable acquisition related intangible assets, in addition to other assets and contingent liabilities purchased.
These are amortized over their useful lives which are individually assessed. The estimated useful economic life
for customer contracts and relationships is 5 years and for acquired software is 7 years. Assets related to data
access acquired are recognized and amortized over 5 years.
Amortization
Amortization is provided on intangible assets so as to write off the cost, less any estimated residual value, over
their expected useful economic life as follows:
82
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
3
Principal accounting policies (continued)
Asset class
Amortization method and rate
Domain names
3 year straight-line
Internal development
5-7 years straight-line
Intellectual property
5-7 years straight-line
Goodwill
Goodwill is the difference between the amount by which the fair value of the cost of a business combination
exceeds the fair value of net assets acquired. Goodwill is not amortized and is stated at cost less any
accumulated impairment losses. The goodwill is tested for impairment annually or when events would indicate
that it might be impaired. Impairment charges are deducted from the carrying value and recognized immediately
in profit or loss. For the purpose of impairment testing, goodwill is allocated to the trade and assets acquired. An
impairment loss recognized for goodwill is not reversed in a subsequent period.
Negative goodwill arising on an acquisition is recognized directly in the income statement.
Research and development
Expenditure on research activities is recognized as an expense in the period in which it is incurred. An
internally-generated intangible asset arising from Bango's development activities is recognized only if all of the
following conditions are met:
•
Completion of the intangible asset is technically feasible so that it will be available for use or sale.
•
Bango intends to complete the intangible asset and use or sell it.
•
Bango has the ability to use or sell the intangible asset.
•
The intangible asset will generate probable future economic benefits. Among other things, this requires that
there is a market for the output from the intangible asset or for the intangible asset itself, or, if it is to be used
internally, the asset will be used in generating such benefits
•
There are adequate technical, financial and other resources to complete the development and to use or sell
the intangible asset.
•
The expenditure attributable to the intangible asset during its development can be measured reliably.
Internally-generated intangible assets are amortized on a straight-line basis over their useful economic lives.
Where no internally-generated intangible asset can be recognized, development expenditure is recognized as an
expense in the period in which it is incurred.
The cost of an internally generated intangible asset comprises all directly attributable costs necessary to create,
produce and prepare the intangible asset to be capable of operating in the manner intended by management.
Directly attributable costs comprise employee salary and other employment costs incurred, on a time apportioned
basis, as well as a proportion of other direct costs. Development costs previously recognized as an expense are
not included in the amount recognized as an asset. Until completion of the project, these assets are subject to
impairment testing only. Amortization commences upon completion of the asset and is shown within
administrative expenses in the statement of comprehensive income.
83
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
3
Principal accounting policies (continued)
Leases
Leases are recognized as a right-of-use asset with a corresponding liability at the net present value at the date
on which the asset is available for use by the group. Lease liabilities include the net present value of the
remaining lease payments; fixed and variable payments less any incentive; and residual amounts and purchase
or extended options where it’s reasonably certain to exercise the option. The lease payments are discounted
using the lessee’s incremental borrowing rate if the interest rate implicit in the lease cannot be readily
determined.
Right-of-use assets are measured at cost to include the lease liability, direct and restoration cost and are
generally depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis. The
asset's useful life is shown in the table above for property, plant and equipment.
Payments associated with short term leases of equipment and vehicles and all leases of low value assets are
recognized on a straight-line basis as an expense in the profit and loss.
Impairment of non-current assets
At each statement of financial position date, Bango PLC reviews the carrying amounts of its non-current assets
for any indication that those assets have suffered an impairment loss. If any such indication exists, the
recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any. The
recoverable amount is the higher of the fair value less costs to sell and value in use. Until completion of the
development project, when amortization will be charged on the intangible asset, the assets are subject to an
annual impairment test.
Current financial assets
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid
investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of
changes in value.
Short-term investments
Short-term investments relate to funds placed in deposit accounts with financial institutions with a notice period of
between 3 to 12 months.
Trade and other receivables
Trade and other receivables are amounts due from customers for merchandise sold or services performed in the
ordinary course of business. If collection is expected in one year or less (or in the normal operating cycle of the
business if longer), they are classified as current assets. If not, they are presented as non-current assets.
Trade and other receivables are recognized initially at the transaction price. They are subsequently measured at
amortized cost using the effective interest method, less provision for impairment.
Bango uses a simplified approach in accounting for trade and other receivables and records the loss allowance
as lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the
potential for default at any point during the life of the financial instrument. Bango uses its historical experience
and forward-looking information to calculate the expected credit losses.
84
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
3
Principal accounting policies (continued)
Trade and other payables
Trade and other payables are obligations to pay for goods or services that have been acquired in the ordinary
course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within
one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as
non-current liabilities.
Trade and other payables are recognized initially at the transaction price and subsequently measured at
amortized cost using the effective interest method.
Borrowings
Borrowings are recorded initially at fair value and subsequently at amortized cost using the effective interest
method, with interest and related charges recognized as an expense in finance costs. Debt arrangement fees are
netted off borrowings and written off over the expected life of the related borrowings.
Income taxes
Current income tax liabilities comprise those obligations to fiscal authorities relating to the current or prior
reporting period, that are unpaid at the statement of financial position date. They are calculated according to the
tax rates and tax laws applicable to the fiscal periods to which they relate, based on the taxable profit for the
year. All changes to current tax assets or liabilities are recognized as a component of tax expense in the income
statement, except where it relates to items recognized outside profit or loss.
Deferred income taxes are calculated using the liability method on temporary differences. This involves the
comparison of the carrying amounts of assets and liabilities in the consolidated financial statements with their
respective tax bases. In addition, tax losses available to be carried forward as well as other income tax credits
are assessed for recognition as deferred tax assets. However, deferred tax is not provided on the initial
recognition of goodwill, nor on the initial recognition of an asset or liability unless the related transaction is a
business combination or affects tax or accounting profit. Deferred tax on temporary differences associated with
shares in subsidiaries and joint ventures is not provided for. In addition, tax losses available to be carried forward
as well as other income tax credits to Bango are assessed for recognition as deferred tax assets.
Deferred tax liabilities are always provided for in full. Deferred tax assets are recognized to the extent that it is
probable that the underlying deductible temporary differences will be able to be offset against future taxable
income. Deferred tax assets and liabilities are calculated, without discounting, at tax rates that are expected to
apply to their respective period of realization, provided they are enacted or substantively enacted at the
statement of financial position date.
Deferred tax is recognized as a component of tax expense in the income statement, except where it relates to
items charged or credited directly to other comprehensive income, when it is recognized in other comprehensive
income. Deferred tax relating to items recognized directly in equity is recognized directly in equity.
85
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
3
Principal accounting policies (continued)
Revenue recognition
Recognition
Revenue is measured by reference to the fair value of consideration receivable by Bango for services provided,
excluding taxes. Although Bango PLC has a single segment, the process of ensuring compliance with IFRS 15
requires the company to analyze revenues generated based on specific categories and activities. There are four
recognized categories in Bango PLC.
1. Payment transactions and activities processed by the Bango Platform; (Transactional)
2. The data monetization business; (DVM, Audiences & One off revenue)
3. Establishing connectivity and connections for customers connected to the platform; (DVM, Audiences & One
off revenue)
4. License fees for the use of the software. (DVM, Audiences & One off revenue)
The principles in IFRS are applied to revenue recognition criteria using the following 5 step model:
1. Identify the contracts with the customer
2. Identify the performance obligations in the contract
3. Determine the transaction price
4. Allocate the transaction price to the performance obligations in the contract
5. Recognize revenue when or as the entity satisfies its performance obligations
Revenue linked to Payment activity
Bango payment revenue is contractually determined as the fee from every transaction processed through the
Bango Platform or as a fee based on the value of the transaction or a fixed fee per transaction or connection. The
revenue is recognized on the basis of completion of performance obligations, which is when transactions through
the platform take place and are accounted for between payment providers and sellers of goods.
Data monetization
Revenue from data monetization consists of fees charged for making data useable by merchants or other
advertisers in digital marketing campaigns.
The transaction price for data monetization is clearly defined in contracts and is either a one off or monthly fee.
The performance obligations are to supply specified segments of data.
Revenue is recognized at point of supply for data monetization or for subscription services on a straight-line basis
over the period of access to data.
Revenue linked to non-transactional services
Revenue is recognized separately for integration fees based on the percentage of work completed at each period
end. Where Bango charges for an integration blueprint from which the customer can benefit on any platform,
revenue is recognized when this is provided otherwise it is recognized over the period of access.
Revenue activity from distribution activities
Revenue from the distribution of software is accounted for in line with the principal and agent provision of IFRS
15. In certain cases, Bango acts as a principal and will recognize gross revenue. However, where Bango acts
purely as a distributor of software licenses, then it will act as an agent and recognize only the net revenue.
86
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
3
Principal accounting policies (continued)
Revenue activity from the sale of perpetual and annual licenses
Revenue from the sale of perpetual software licenses where no customization of the software is required is
recognized at a point in time once the license has been delivered to the customer and the customer can obtain
benefit from the license.
Bango sells annual licenses for access to the Bango Platform. Licenses are based on a tiered pricing model.
Revenue earned from the sale of annual licenses are recognized during the period when the customer receives
technical access to benefit from the Bango Platform.
Cost of sales
Bango cost of sales for the the transactional payments business is minimal due to the platform nature of the
business. The development and maintenance of the platform are accounted for within operating expenditure and
capital expenditure which is amortized over its useful life. Bango recognizes additional cost of sales where a third
party is used to provide connections to the local payment provider and to manage the local services. For the
DVM platform business, custom integration work or distribution will be recognized in cost of sales based on
actual cost incurred and where Bango acts as Principal for distribution, Bango will recognize the cost of the
product in full. For Bango Audiences the share of revenue provided to the payment provider who owns the data,
is included as cost of sales.
Other income
Other income comprises revenues that arise from activities not directly related to Bango’s primary business
operations. This includes rental income and receipts from third parties for services or agreed contractual
obligations. Such income is recognized when it is probable that economic benefits will flow to the Group and the
amount can be measured reliably, in accordance with the applicable financial reporting framework.
Employee benefits
All accumulating employee-compensated absences that are unused at the statement of financial position date
are recognized as a liability.
Payments to defined contribution retirement benefit schemes are charged as an expense in the period to which
they relate.
87
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
3
Principal accounting policies (continued)
Share based payments
Bango issues equity settled share-based compensation to certain employees (including Directors). Equity settled
share-based payments are measured at fair value at the date of grant. The fair value determined at the grant
date of the equity-settled share-based payment is expensed on a straight-line basis over the vesting period,
together with a corresponding increase in equity, based upon the estimate of the shares that will eventually vest.
These estimates are subsequently revised if there is any indication that the number of options expected to vest
differs from previous estimates. Any cumulative adjustment prior to vesting is recognized in the current period. No
adjustment is made to any expense recognized in prior periods.
Fair value is measured by an external valuer using the Black-Scholes option pricing model. The expected life
used
in
the
model
has
been
adjusted,
based
on
management’s
best
estimate,
for
the
effects
of
non-transferability, exercise restrictions and behavioral considerations.
Where equity settled share options are awarded to employees, the fair value of the options at the date of grant is
charged to the consolidated statement of comprehensive income over the vesting period. Non-market vesting
conditions are taken into account by adjusting the number of equity instruments expected to vest at each
reporting date so that, ultimately, the cumulative amount recognized over the vesting period is based on the
number of options that eventually vest. Non-vesting conditions and market vesting conditions are factored into
the fair value of the options granted. As long as all other vesting conditions are satisfied, a charge is made
irrespective of whether the market vesting conditions are satisfied. The cumulative expense is not adjusted for
failure to achieve a market vesting condition or where a non-vesting condition is not satisfied.
On the exercise of share options, an amount equal to the fair value of the option at the date it was granted is
transferred from the share-based payments reserve into accumulated losses.
Where the company grants options over its own shares to the employees of its subsidiaries it recognizes, in its
individual financial statements, an increase in the cost of investment in its subsidiaries equivalent to the
equity-settled share-based payment charge recognized in its consolidated financial statements with the
corresponding credit being recognized directly in equity.
The Group has a Share Incentive Scheme under which all eligible employees can be awarded free shares. The
fair value of shares awarded under the Scheme is the market value of those shares at the date of grant which is
then recognized on a straight-line basis over the vesting period. The free shares awarded are issued at nominal
value and held in a trust managed by a third-party trustee. Cost is charged to the statement of comprehensive
income over the vesting period. On vesting, an amount equal to the fair value of the shares at the date the shares
were awarded is transferred from the share-based payments reserve into accumulated losses.
Foreign currencies
Functional currency
The functional and presentation currency of the parent company is GB Sterling ("GBP").
Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange prevailing
at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the
rate of exchange prevailing at the date of the transaction. Exchange gains and losses, including those resulting
from the revaluation of monetary assets and liabilities of the Company, are included in the profit or loss for the
period.
Subsidiaries have adopted a functional currency in line with the local currency in the countries where they are
registered. Exchange differences arising from the translation of foreign operations are recognized in other
comprehensive income and accumulated in foreign exchange reserve within equity.
88
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
3
Principal accounting policies (continued)
Presentational currency
The presentation currency of the Group is US Dollars (“USD”). Assets and liabilities are translated into USD at
closing rates of exchange for the period. Trading results are converted into USD at the average exchange rate for
the period. Any subsequent differences are included in the foreign exchange reserve. Share Capital and
Premium are stated at the historical values using prevailing exchange rates at the time of the transaction.
Derivative financial instruments
The Group undertakes trading activities which expose it to risks of changes in foreign currency exchange rates in
the market. The Group may utilize foreign exchange forward contracts to manage some of these exposures.
These derivatives are initially recognized at fair value at the date a derivative contract is entered into and are
subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognized in
profit or loss. A derivative with a positive fair value is recognized as a financial asset, whereas a derivative with a
negative fair value is recognized as a financial liability. Foreign exchange forward contracts are measured using
quoted forward exchange rates to match the maturities of these contracts.
As the Group transacts in multiple currencies, the Group partly mitigates the foreign exchange exposure by
matching sales and cost in the same currency where possible.
As of 31 December 2024 and 2023, the open position and gain/loss of the derivatives is not material.
Segment reporting
The directors consider that the group has a single business segment, being the monetization of the Bango
Platform. All group operations and research and development activity is managed centrally. This is consistent
with the information reviewed by the Chief Operating Decision Maker (CODM) which is considered to be the
Board of Directors.
Financial instruments
The Group's financial assets, which comprise trade and other receivables and cash and cash equivalent, are
initially recognized at fair value plus transaction costs that are directly attributable to their acquisition, and are
subsequently carried at amortized cost using the effective interest rate method, less provision for impairment.
Bango uses a simplified approach in accounting for trade and other receivables and records the loss allowance
as lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the
potential for default at any point during the life of the financial instrument. Bango uses its historical experience
and forward-looking information to calculate the expected credit losses.
Financial liabilities (including trade and other payables and lease liabilities) are presented as such in the
statement of financial position. They are initially recognized at fair value and subsequently carried at amortized
cost using the effective interest method. Finance costs and gains or losses relating to financial liabilities are
included in profit or loss.
Dividends and distributions relating to equity instruments are debited direct to equity. Interest income and
expenses are reported on an accrual basis using the effective interest method.
Share capital and reserves
Share capital
Ordinary shares are classified as equity. Equity instruments issued by Bango PLC are recorded at the proceeds
received, net of direct issue costs.
89
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
3
Principal accounting policies (continued)
Share premium account
Share premium represents the excess over nominal value of the fair value of consideration received for equity
shares, net of expenses of the share issue.
Merger reserve
The merger reserve represents the difference between Bango PLC’s cost of investment and a subsidiary’s share
capital and share premium where a group reorganization qualifies as a common control transaction and the
excess over nominal value for equity shares issued as part of a business acquisition where at least 90% of the
entity is acquired.
Share-based payment reserve
The share-based payment reserve represents equity-settled share-based employee remuneration recognized
over the vesting period and the initial present value of warrants issued over equity shares.
Foreign exchange reserve
The foreign exchange reserve represents translation differences arising from the translation of the Bango
subsidiaries financial statements which are held in local currency into the consolidated Bango accounts which is
reported in USD. This reserve only arises at consolidation.
Retained earnings
Accumulated losses include all current and prior period retained losses.
Related party transactions
Bango’s related parties include its Directors and key management personnel and associate companies.
Outstanding balances are settled in cash.
The only transactions with Directors are noted in the Directors remuneration note in the accounts, see note 8.
Adjusted EBITDA
Adjusted EBITDA is earnings before interest, taxes, depreciation, amortization, share-based payment and
exceptional costs. Adjusted EBITDA is a non-GAAP measure used by management to assess the Company’s
underlying operational performance. This provides a consistent basis for comparing results across multiple
periods.
The intention is to provide a comparable, year on year indicator of the operational performance, without
considering the impact of non-cash, one-off or other specific items. Adjusted EBITDA is the Group's primary
alternative performance measure (APM). This is not included as a defined measure within the International
Financial Reporting Standards.
Exceptional items
Exceptional items are those unusual significant, one-off items which do not form part of the Group's ordinary
business operations and are disclosed by virtue of their size to enable a full understanding of the financial
performance of the Group. These unusual and one-off items relate to migration, restructuring, and temporary
duplicated costs incurred during a transitional phase toward a normal steady-state operation.
90
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
3
Principal accounting policies (continued)
Standards and interpretations not yet applied by the Group
For the purposes of the preparation of these consolidated financial statements, the Group has applied all
standards and interpretations that are effective for accounting periods beginning on or after 1 January 2024.
The listed amendments to IFRS Accounting Standards to are mandatory and effective for the period beginning 1
January 2024:
•
Supplier Finance Arrangements (Amendments to IAS 7 & IFRS 7);
•
Lease Liability in a Sale and Leaseback (Amendments to IFRS 16);
•
Classification of Liabilities as Current or Non-Current (Amendments to IAS 1); and
•
Non-current Liabilities with Covenants (Amendments to IAS 1).
These amendments will have no effect on the consolidated financial statements of the Group.
New amendments to standards and further interpretations have been issued by the International Accounting
Standards Board that are effective in future accounting periods. The Group has considered and decided not to
proceed with an early adoption. The following amendments have been issued and are effective from 1 January
2025 and the following 12 months:
•
Lack of Exchangeability (Amendment to IAS 21 The Effects of Changes in Foreign Exchange Rates);
•
Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9
Financial Instruments and IFRS 7)
•
Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7)
The Group will continue to access their impact and effects of the amendments to the accounting standards.
Significant accounting estimates and judgements
The preparation of financial statements requires management to make judgements, estimates and assumptions
that affect the amounts reported for assets, liabilities, revenues and expenses. However, the nature of estimation
means that actual outcomes could differ from those estimates.
In applying the Group’s accounting policies, management has made the following judgements and estimates
which have the most significant effect on the amounts recognized in the financial statements.
91
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
3
Principal accounting policies (continued)
Revenue recognition
The main judgements taken by management relate to the more complex customer contracts which have more
than one performance obligation.
Judgement is required to determine if these performance obligations are distinct. For the year ended 31
December 2024, the directors reviewed certain new software license sales and integration services and
determined they were distinct as the customer could separately benefit from these services and licenses. The
Group is also required to estimate the extent of work completed at the year for integration services that continue
into the next financial year.
In addition, judgement is required in the allocation of total contract consideration to each of the performance
obligations. The directors accepted the price negotiated at arms-length between unrelated parties represented
the fairest means to allocate price for a product that is not comparable on the market.
The Group has arrangements whereby it needs to determine if it acts as a principal or an agent as more than one
party is involved in providing the goods and services to the customer. The Group acts as a principal if it controls a
promised good or service before transferring that good or service to the customer. The Group is an agent if its
role is to arrange for another entity to provide the goods or services. Factors considered in making this
assessment are most notably the discretion the Group has in establishing the price for the specified good or
service, whether the group has inventory risk and whether the Group is primarily responsible for fulfilling the
promise to deliver the service or good.
This assessment of control requires judgement in particular in relation to certain service contracts where the
group may be assessed to be agent or principal dependent upon the facts and circumstances of the arrangement
and the nature of the services being delivered.
Where the group is acting as a principal, revenue is recorded on a gross basis. Where the group is acting as an
agent revenue is recorded at a net amount reflecting the margin earned.
Deferred tax
A deferred tax asset is recognized where Bango considers it probable that a tax credit will be received in the
future. This specifically applies to tax losses and to outstanding vested share options at the statement of financial
position date. No deferred tax asset has been recognized in respect of UK, German and Italian tax losses as at
31 December 2024. With increased platform usage, new contracts leading to increased revenues, management
will review the appropriateness of the current policy to determine if changes are required due to the utilization of
some of the losses in the next few years.
Research and development tax
Bango invests in the development of the Bango Platform and Products. The investment is capitalized as
intangible assets and entitles Bango to claim back a tax credit from the UK Tax Authority after a detailed review
of qualifying expenditure. At year end, Bango completes a limited review and estimates the tax credit after
considering changes in the tax rules. The estimated tax credit is recognized in the statement of comprehensive
income after considering specific assumptions including the determination that new projects will qualify and
existing projects will be subject to the same rules as prior years. Any over or under provision from a prior year are
reported in the current year.
92
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
3
Principal accounting policies (continued)
Development costs
Judgement is applied when deciding whether the recognition requirements for development costs have been met,
based on the information available at each statement of financial position date. The economic success of any
product development is uncertain at the time of recognition as it may be subject to future technical problems and
therefore impairment reviews are completed for each project on the statement of financial position date. The
carrying value of capitalized development costs is $34.9M (2023: $28.1M).
Bango capitalizes payroll cost based on a mix of the recorded and estimated time spent on development projects
by engineers and other key support personnel whose work and effort is integral and necessary to the creation of
the Bango Technology Platform. Most of the capitalized costs is based on approved timesheets submitted by
core engineers which include both employees and contractors who work on different aspects of the project. This
is then used to determine the percentage of time spent and the costing of development projects. For non-time
sheet based costs, an agreed fixed percentage is applied following periodic reviews, to estimate time spent by
individuals involved in the development activity. This includes product engineers who are focused on product
development and certain members of the operational and administrative team who provide essential support
during the creation, development and validation of the Bango Technology Platform. These rates are applied to
each individual’s payroll costs and capitalized in the Balance Sheet as Intangible Assets.
No projects are considered to be impaired based on expected future revenues.
Carrying value of associate
The recoverable amount of the associate is derived from estimates of future cash flows that the associate is
expected to generate. The business of the associate and its expected cash flows are now deemed incapable of
supporting the carrying value recognized and as required an impairment provision has been made.
4
Revenue
Revenue by product:
2024
$ 000
2023
$ 000
Transactional revenue
36,205
32,737
DVM, Audiences & One off revenue
17,165
13,361
53,370
46,098
Transactional revenues are derived by charging a percentage of the retail price paid by the consumer and is
made up of carrier billing, resale and e-Disti revenue share amounts. DVM, Audiences and one-off revenue
includes all DVM license and support fees, revenue from Bango Audiences and one-off fees including DVM
set-up and change requests.
Transactional revenue is currently recognized at a point in time while DVM, Audeinces and One-off revenues are
recognized over time.
93
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
4
Revenue (continued)
Geographical analysis
Bango’s revenue from external customers is divided into the following geographical areas.
2024
$ 000
2023
$ 000
United Kingdom (country of domicile)
1,765
1,784
EU
6,348
6,217
USA and Canada
13,770
10,053
Asia (including Japan)
16,734
18,048
Middle East and Africa (including Iraq)
11,031
3,813
Rest of the World
3,722
6,183
53,370
46,098
All turnover is spread over many territories, of which $9.1M and $7.0M comes from two partners in Asia and
Middle East. (2023: $6.3M, $5.7M and $5.3M from three partners in Asia and Middle East).The 2023 comparative
figures have been updated to reflect the additional categories now presented.
Bango’s non-current assets are divided into the following geographical areas.
2024
$ 000
2023
$ 000
United Kingdom (country of domicile)
41,366
39,783
Germany
1,425
2,082
Japan
40
110
42,831
41,975
Non-current assets are allocated based on their physical location.
94
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
5
Operating loss
2024
$ 000
2023
$ 000
Operating (loss) is stated after charging / (crediting):
Auditor's remuneration:
Fees payable to the Company’s auditor for the audit of the financial
statements
13
9
Fees payable to the Group’s auditors for other services: audit of
Group’s subsidiaries
320
234
Fees payable to the Group’s auditors for non-audit services
14
-
white space
Exchange rate variances
(162)
(452)
white space
Depreciation on property, plant and equipment – owned assets
217
184
Depreciation on property, plant and equipment – right-of-use assets
818
868
Amortization of intangible assets
10,677
8,085
white space
Expense on short-term and low value leases
461
657
6
Expenses by nature
2024
$ 000
2023
$ 000
Employee benefits expense
14,555
16,704
Depreciation expense
1,035
1,052
Amortization expense
10,677
8,085
Outsourcing expenses
5,817
7,868
Other expenses
10,365
11,000
Exceptional items
4,217
3,857
Negative goodwill
-
(3,799)
46,666
44,767
white space
Other expenses includes cloud platform and customer support costs.
During the year there was other operating income of $2,162,000 (2023: nil) relating to recharges included in
income tax that have been reimbursed by NTT DOCOMO.
95
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
7
Exceptional items
2024
$ 000
2023
$ 000
Data migration
1,122
-
Asset write-down
944
1,209
Restructuring costs
-
2,474
Bango office costs
-
174
Impairment charge
2,151
-
4,217
3,857
Data migration relates to cost incurred in transferring data from the former Docomo Digital platform to the Bango
group platform.
The asset write-down relates to development costs incurred on the former DOCOMO Digital platform that would
ordinarily be capitalized under IAS 38, but due to the planned migration to the Bango Platform, the costs have
now been expensed.
Restructuring costs relate to redundancy and other restructuring costs arising due to the acquisition including the
closure of the net-m subsidiary.
Bango office costs relate to expenses incurred in the unsuccessful acquisition of a new Bango office.
The impairment charge relates to an intangible software acquired after the disposal of the NewDeep Group in
May 2020. The asset is no longer expected to be in use and is considered impaired.
8
Directors
The directors' remuneration for the year was as follows:
2024
$ 000
2023
$ 000
Emoluments
1,671
1,700
Further details can be found in the Remuneration Committee Report on pages 56-64. The highest paid Director
received total salary of $473,348 (2023: $491,355), pension contributions of $12,781 (2023: $10,612), and share
based compensation of $240,000 (2023: $251,000).
The number of Directors who accrued benefits under pension schemes was three (2023: three). The total share
based compensation for Directors was $473,000 (2023: $572,000).
For details of Directors options please see the Directors' emoluments section of the Remuneration Committee
report.
96
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
9
Employee benefit expense
The average number of persons employed by the group (including directors) during the year, analysed by
category was as follows:
2024
No.
2023
No.
Admin & marketing staff
44
66
Technical & support staff
189
208
233
274
The aggregate payroll costs (including directors' remuneration) were as follows:
2024
$ 000
2023
$ 000
Wages and salaries
21,652
23,857
Social security costs
2,616
2,592
Other pension costs
1,369
1,910
Share based compensation
2,068
2,345
27,705
30,704
Included in the above payroll costs is $12,206,000 (31 December 2023: $12,800,000) capitalized within internal
development (note 14). The outstanding pension contributions on 31 December 2023 which was payable in
January 2024 was $113,000 (2023: $131,000).
The Directors have identified thirteen (31 December 2023: eleven) key management personnel. The key
management comprise of the directors and functional leads of key departments who constitute the leadership
team. Compensation to key management is set out below:
2024
$ 000
2023
$ 000
Wages and salaries
2,083
2,029
Social security costs
299
190
Other pension costs
50
58
Share based compensation
590
675
3,022
2,952
97
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
10 Interest income and interest payable
2024
$ 000
2023
$ 000
Finance income
Bank interest receivable
15
15
Finance costs
Interest on bank overdrafts and borrowings
687
322
Interest on lease liabilities
107
128
Amortization of debt issue costs
48
47
Total finance costs
842
497
11 Taxation
Tax charged/(credited) in the income statement
2024
$ 000
2023
$ 000
UK taxation
R&D tax credits receivable
(1,201)
(1,244)
Under recognition of prior year credit
(406)
(200)
Foreign taxation
Foreign tax
1,848
66
Total current income tax
241
(1,378)
Deferred taxation
Current year
(39)
-
Over provision in respect of prior year deferred tax
(90)
-
Total deferred taxation
(129)
-
Tax expense/(credit) in the income statement
112
(1,378)
98
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
11 Taxation (continued)
The tax on loss for the year is based on the average standard rate of corporation tax in the UK of 25%(2023:
23.5%).
The differences are reconciled below:
2024
$ 000
2023
$ 000
Loss on ordinary activities before taxation
(3,539)
(10,204)
white space
2024
$ 000
2023
$ 000
(Loss) on ordinary activities multiplied by standard rate of tax
(885)
(2,398)
white space
-
-
Expenses not deductible for tax purposes
927
2,298
Enhanced R&D relief
(1,201)
(1,094)
Adjustments in relation to prior years
1,284
(200)
Income not taxable
(2,345)
-
Movement in deferred tax not recognized
2,287
1,433
Effects of overseas tax rates
45
(524)
Negative goodwill recognized
-
(893)
Total tax charge/(credit)
112
(1,378)
At 31 December 2024, the unutilized tax losses carried forward amounted to $157.9M (at 31 December 2023:
$174.6M). Of this amount, $71.7M (2023: $66.6M) relate to UK tax losses.
Deferred tax
Deferred tax liability has been recognized on expected withholding tax on specific group distribution and other
transfers. No deferred tax has been recognized in respect of the UK or Germany losses, other than to offset
deferred tax liability per table below, due to the unpredictability of future taxable trading profits. The UK
corporation tax rate increased to 25% from 1 April 2023 and had been substantively enacted at the year end so
amounts which will unwind after this date have been measured at 25% (2023: 25%).
The following is an analysis of the movement of the deferred tax (assets) / liabilities recognized by the Group:
Provided
31 December
2024
$ 000
Provided
31 December
2023
$ 000
Unrecognized
31 December
2024
$ 000
Unrecognized
31 December
2023
$ 000
Tax losses
5,353
5,787
34,338
37,853
Short term timing differences
(412)
(854)
-
-
Accelerated capital
allowances and capitalized
development costs
(5,445)
(5,592)
-
-
(504)
(659)
34,338
37,853
99
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
11 Taxation (continued)
All movements in deferred tax were recognized in the income statement. No movements were recognized directly
within equity.
2024
$ 000
2023
$ 000
Opening balance at 1 January
659
4,408
Recognized in the consolidated income statement
(129)
-
Movement arising from acquisition
-
(3,799)
Exchange translation adjustment
(26)
50
Closing balance at 31 December
504
659
12 Property, plant and equipment
Leasehold
improvements
$ 000
Office
equipment
$ 000
Computer
equipment
$ 000
Total
$ 000
Cost
At 1 January 2024
14
1,025
2,969
4,008
Additions
-
101
82
183
Disposals
-
-
(2)
(2)
Foreign exchange
(1)
(16)
(41)
(58)
At 31 December 2024
13
1,110
3,008
4,131
Depreciation
At 1 January 2024
1
92
2,644
2,737
Charge for the year
1
9
207
217
Disposals
-
-
(1)
(1)
Foreign exchange
-
(2)
(36)
(38)
At 31 December 2024
2
99
2,814
2,915
NewHeaderRow
Net book value at 31 December
2024
11
1,011
194
1,216
NewHeaderRow
Cost
At 1 January 2023
-
954
2,690
3,644
Additions
14
102
159
275
Disposals
-
(80)
-
(80)
Foreign exchange
-
49
120
169
At 31 December 2023
14
1,025
2,969
4,008
Depreciation
100
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
12 Property, plant and equipment (continued)
Leasehold
improvements
$ 000
Office
equipment
$ 000
Computer
equipment
$ 000
Total
$ 000
At 1 January 2023
-
77
2,422
2,499
Charge for the year
1
11
172
184
Foreign exchange
-
4
50
54
At 31 December 2023
1
92
2,644
2,737
Carrying amount
Net book value at 31 December
2023
13
933
325
1,271
13 Right-of-use assets
Computer
equipment
$ 000
Building
$ 000
Fixtures
and
fittings
$ 000
Total
$ 000
Cost
At 1 January 2024
1,508
3,281
223
5,012
Additions
-
121
-
121
Foreign exchange
(21)
(198)
(3)
(222)
At 31 December 2024
1,487
3,204
220
4,911
Depreciation
At 1 January 2024
1,189
1,089
-
2,278
Charge for the year
135
683
-
818
Foreign exchange
(20)
(93)
-
(113)
At 31 December 2024
1,304
1,679
-
2,983
Carrying amount
Net book value at 31 December 2024
183
1,525
220
1,928
NewHeaderRow
Cost
At 1 January 2023
1,091
2,864
303
4,258
Additions
361
626
-
987
Disposals
-
(296)
(95)
(391)
Foreign exchange
56
87
15
158
At 31 December 2023
1,508
3,281
223
5,012
Depreciation
At 1 January 2023
1,065
553
-
1,618
Charge for the year
69
799
-
868
Disposals
-
(296)
-
(296)
Foreign exchange
55
33
-
88
101
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
13 Right-of-use assets (continued)
Computer
equipment
$ 000
Building
$ 000
Fixtures
and
fittings
$ 000
Total
$ 000
At 31 December 2023
1,189
1,089
-
2,278
Carrying amount
Net book value at 31 December 2023
319
2,192
223
2,734
31 December
2024
$ 000
31 December
2023
$ 000
Lease liabilities
Current
880
1,013
Non-current
887
1,770
1,767
2,783
white space
Computer
equipment
$ 000
Building
$ 000
Fixtures
and
fittings
$ 000
Total
$ 000
Lease Liabilities
At 1 January 2024
251
2,335
197
2,783
Additions
-
121
-
121
Interest expenses
-
94
13
107
Lease payments
(123)
(863)
(122)
(1,108)
Foreign exchange
(2)
(133)
(1)
(136)
At 31 December 2024
126
1,554
87
1,767
Carrying amount
NewHeaderRow
Lease liabilities
At 1 January 2023
44
2,317
281
2,642
Additions
325
626
-
951
Interest expenses
-
105
23
128
Lease payments
(118)
(716)
(120)
(954)
Foreign exchange
-
3
13
16
At 31 December 2023
251
2,335
197
2,783
Carrying amount
The incremental borrowing rate for existing leases is between 5% - 5.5% (2023: 5% - 5.5%).
102
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
13 Right-of-use assets (continued)
The discount rate used by the Group to calculate lease liabilities was based on management estimates. As the
Group could not readily determine the rate implicit in the lease, the Group based the estimate on the local bank
rates plus an implied premium.
2024
$ 000
2023
$ 000
Amounts recognized in profit or loss
Depreciation charge on right-of-use assets
All assets
818
868
white space
Interest expense (included in finance cost)
107
128
white space
Expense relating to leases of low-value assets and short-term leases
461
657
The total cash outflow for right-of-use asset leases in the year was $1.11M (2023: $0.95M).
The company leases equipment with varying terms ranging from 12 months to 6 years. The Group has a lease
for a building in Dusseldorf Germany inherited as part of the acquisition. The lease term expires in January 2028.
The additional $0.1M (2023: $0.6M) has arisen due to a new building leasing in Frankfurt Germany. Computer
equipment leased at a value of nil (2023: $0.4M) was acquired during the year in Germany.
103
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
14 Intangible assets
Domain
names
$ 000
Internal
development
costs
$ 000
Acquired
intangibles
(Other)
$ 000
Acquired
intangibles
(Software)
$ 000
Acquired
intangibles
(Contracts)
$ 000
Acquired
intangibles
(Brand)
$ 000
Goodwill
$ 000
Total
$ 000
Cost
At 1 January 2024
105
50,617
1,142
7,916
6,364
59
1,620
67,823
Additions
8
15,339
-
-
-
-
-
15,347
Impairment
-
-
-
(6,758)
-
-
-
(6,758)
Disposals
-
-
(974)
(1,062)
(698)
(59)
-
(2,793)
Foreign exchange
(1)
(698)
(15)
(96)
-
-
-
(810)
At 31 December 2024
112
65,258
153
-
5,666
-
1,620
72,809
Amortization
At 1 January 2024
100
22,505
543
4,755
2,191
59
-
30,153
Charge for the year
5
8,348
225
966
1,133
-
-
10,677
Impairment
-
-
-
(4,607)
-
-
-
(4,607)
Disposals
-
-
(711)
(1,062)
(698)
(59)
-
(2,530)
Foreign exchange
(1)
(464)
(4)
(52)
-
-
-
(521)
At 31 December 2024
104
30,389
53
-
2,626
-
-
33,172
NewHeaderRow
Net book value at 31 December 2024
8
34,869
100
-
3,040
-
1,620
39,637
Cost or valuation
104
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
14 Intangible assets (continued)
Domain
names
$ 000
Internal
development
costs
$ 000
Acquired
intangibles
(Other)
$ 000
Acquired
intangibles
(Software)
$ 000
Acquired
intangibles
(Contracts)
$ 000
Acquired
intangibles
(Brand)
$ 000
Goodwill
$ 000
Total
$ 000
Cost or valuation
Cost
At 1 January 2023
100
30,822
1,023
8,147
6,364
59
1,620
48,135
Additions
-
17,592
71
-
-
-
-
17,663
Reclassification
-
567
-
(567)
-
-
-
-
Foreign exchange
5
1,636
48
336
-
-
-
2,025
At 31 December 2023
105
50,617
1,142
7,916
6,364
59
1,620
67,823
Amortization
At 1 January 2023
83
15,847
331
3,513
1,058
59
-
20,891
Charge for the year
13
5,777
205
957
1,133
-
-
8,085
Reclassification
-
130
-
(130)
-
-
-
-
Foreign exchange
4
751
7
415
-
-
-
1,177
At 31 December 2023
100
22,505
543
4,755
2,191
59
-
30,153
Carrying amount
Net book value at 31 December 2023
5
28,112
599
3,161
4,173
-
1,620
37,670
105
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
14 Intangible assets (continued)
Amortization is shown within administrative expenses in the income statement.
Bango regularly reviews its intangible assets to ensure that they are not impaired through periodic impairment testing in line with IAS 36. Assets are reviewed separately in
relation to the revenue that will be generated from them as a discreet product. They are therefore separately assessed for signs of impairment using a discounted cash flow
with a 20% pre-tax discount rate estimated to reflect current market assessments of the time value of money, the specific risks applicable (20% in prior year) and using the
latest available financial forecasts. No internal development projects had any indication of impairment.
The Group identified an impairment of an acquired intangible (software) asset as at 31 December 2024. The asset, originally obtained following the disposal of the NewDeep
Group, had been in use within the Audiences business for several years. Following the closure of the Audiences business during the year, the asset was assessed to have no
remaining value or future economic benefit, and was accordingly fully impaired. An impairment and disposal was recognized on 31 December 2024 for the net book value of
$2.2M. There was no recoverable amount.
The Group estimate discount rates using pre-tax rates consistent with the Group's weighted average cost of capital and the risks applicable to the Group.
Goodwill is reviewed annually for signs of impairment. Goodwill relates to the acquisition of BillToMobile Inc, for $1.62m in May 2016.
The underlying assets related to the outstanding goodwill has been classified as a single cash-generating unit (CGU) which has been reviewed for any sign of impairment. The
recoverable amount of the CGU was determined based on the value-in-use calculations which required the use of certain assumptions. The calculations used cash flow
projections based on financial budgets approved by the Board for the current financial year with an additional projection to cover a 5 year period.
The following assumptions have been used in reviewing the goodwill for signs of impairment:
(1)
Assumed a revenue and cost growth of 2.5% (2023: 2.5%) annually from 2024
(2)
Current margins will remain the same in future years
(3)
Pre-tax discount rate of 20% (2023: 20%) has been applied
(4)
Major customers will continue the on-going business relationship. The customers have continued to increase business with in the past few years
(5)
Annual capital expenditure will be $50,000 in the current year (2023: $50,000) and increase by 2.5% in the following years.
106
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
14 Intangible assets (continued)
(6)
Assumed a terminal growth rate of 3% (2023: 3%)
If Bango PLC lost the business of a key customer which resulted in a revenue collapse in excess of 50% over the forecast period, the group may be required to recognize an
impairment. There is no other reasonable possible change to either forecasted revenues, costs or interest rates in the key assumptions that would result in an impairment.
107
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
15 Interest in associate and other investments
2024
$ 000
2023
$ 000
Interest in other associate
-
-
Other investments
50
50
50
50
Interest in associate
2024
$ 000
2023
$ 000
Opening balance as at 1 January
-
3,690
Addition – further cash investment
-
636
Share of operating losses
-
(1,831)
Foreign exchange movements
-
251
Impairment of investment
-
(2,746)
Closing balance as at 31 December
-
-
Name of entity
NewDeep Limited
Audiens Srl *
Audiens Limited *
* These entities are both 100% owned subsidiaries of NewDeep Limited.
The proportion of ownership is the same as the share rights held. The registered address of NewDeep Limited
and Audiens Limited was 326 Science Park, Milton Road, Cambridge, Cambridgeshire, England, CB4 0PZ. The
registered address of Audiens Srl was Piazza della Repubblica, 14-16, Milano, 20124, Italy.
Following a comprehensive review of the business and strategy of NewDeep Limited, including expected future
cash flows, the business is not expected to be able to support itself. Bango and the majority shareholder have
therefore agreed to close the associate. In 2023 the Group made a provision for the impairment of the
investment. NewDeep Limited has now been closed and struck off at Companies House.
Summarized financial information for associate
The table below provides a summary of the financial information for New Deep Limited group, an associate of
Bango PLC. The information disclosed shows the balances for New Deep group and does not represent Bango
PLC’s share of its interest. They have been amended to reflect adjustments when using the equity method,
including fair value adjustments and modifications for differences in accounting policy.
108
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
15 Interest in associate and other investments (continued)
Summarized balance sheet (pre-impairment)
Summarized balance sheet
2024
$ 000
2023
$ 000
Cash
-
284
Other current assets
-
85
Non-current assets
-
5,899
Total assets
-
6,268
white space
Other current liabilities
-
(557)
Net assets
-
5,711
white space
Opening book value of assets
-
9,226
Equity raise
-
1,591
Loss for the period
-
(4,577)
Foreign exchange translation
-
(529)
Closing net assets
-
5,711
white space
Carrying amount
-
-
Summarized statement of comprehensive income
2024
$ 000
2023
$ 000
Revenue
-
98
Cost of sales
-
(1)
Administrative expenses
(21)
(1,715)
Impairment
(2,939)
(1,784)
Depreciation and amortization
-
(1,172)
Interest payable
-
(3)
(Loss) for the year
(2,960)
(4,577)
Total comprehensive loss
(2,960)
(4,577)
109
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
15 Interest in associate and other investments (continued)
Other investments
Bango has an interest of 7.5% in Ups N Downs Entertainment, Inc (United States) valued at $50,000. The
accounts do not contain any information related to these investments as they are considered immaterial to the
understanding of these accounts.
16 Trade and other receivables
Current receivables
31 December
2024
$ 000
31 December
2023
$ 000
Trade receivables
9,424
9,323
Provision for impairment of trade receivables
(470)
(1,032)
Net trade receivables
8,954
8,291
Accrued income
4,496
6,297
Prepayments
1,484
1,583
Other receivables
5,998
6,355
20,932
22,526
Non current receivables
Accrued income
-
250
-
250
Accrued income recognized as current receivable is expected to be invoiced within 12 months following the end
of the year. Accrued income is expected to be fully recoverable.
At 31 December 2024, some of the unimpaired trade receivables are past their due date. The age of financial
assets past due but not impaired is as follows:
31 December
2024
$ 000
31 December
2023
$ 000
Less than one month
536
1,624
One to two months
147
360
Three to twelve months
126
206
More than twelve months
50
944
859
3,134
Trade and other receivables are usually due within 30-60 days and do not bear any effective interest rate. Trade
receivables from digital merchants consist of numerous accounts with no significant individual balances.
Allowance for expected credit losses is provided for.
110
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
16 Trade and other receivables (continued)
31 December 2024
Less than
one month
$ 000
One to three
months
$ 000
Three to
twelve
months
$ 000
Over twelve
months
$ 000
Total
$ 000
Expected credit loss rate (%)
0.50
0.50
0.75
14.50
16.25
Gross carrying amount
536
147
126
50
859
Lifetime expected credit loss
3
1
1
7
12
Receivables not yet due of $8,107,000 are expected to have an immaterial credit loss rate.
The fair value of these financial assets is not individually determined as the carrying amount is a reasonable
approximation of fair value. There is no material difference between fair value and book value. Of the expected
credit loss of $470,000, a specific provision of $458,000 (2023: $875,000) has been recognized for debt due from
clients. The balance of $12,000 is the lifetime expected credit loss.
31 December 2023
Less than
one month
$ 000
One to three
months
$ 000
Three to
twelve
months
$ 000
One to three
months
$ 000
Total
$ 000
Expected credit loss rate (%)
0.50
0.50
0.75
15.40
17.15
Gross carrying amount
1,624
360
206
944
3,134
Lifetime expected credit loss
8
2
2
145
157
Receivables not yet due of $5,314,000 are expected to have an immaterial credit loss rate.
The fair value of these financial assets is not individually determined as the carrying amount is a reasonable
approximation of fair value. There is no material difference between fair value and book value. Of the expected
credit loss of $1,032,000, a specific provision of $875,000 has been recognized for debt due from clients. The
balance of $157,000 is the lifetime expected credit loss.
31 December
2024
$ 000
31 December
2023
$ 000
Brought forward provision
1,032
1,148
Charge for the year
219
90
Utilized
(781)
(206)
Carry forward provision
470
1,032
17 Short-term investments
The Group invested $41,000 (2023: $40,000) in a short-term investment deposit with a 95-days’ notice.
111
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
18 Share capital
Allotted, called up and fully paid shares
31 December
2024
31 December
2023
No.
$ 000
No.
$ 000
As at 1 January of 0.20 each
76,797,155
24,584
76,331,846
24,471
Exercise of share options and
warrants of 0.20 each
33,329
9
465,309
113
76,830,484
24,593
76,797,155
24,584
During the year 33,329 share options were exercised at prices between 67 pence and 157 pence and a par value
of 20 pence per share. The total proceeds were $44,345 of which $8,724 was recognized as share capital and
$35,621 as share premium.
On 23 January 2018, Bango issued to the vendors of Audiens 738,399 warrants over new Bango shares,
exercisable at a price of $2.43 (£1.80) each, which will lapse after 10 years. During the year nil (2023: nil)
warrants were exercised whilst 508,374 remained outstanding as at 31 December 2024.
As part of a loan agreement with NHN Corporation, Bango issued 314,380 warrants for new Bango shares on 26
June 2023. This is exercisable at a price of $2.56 (£2.02) each and will lapse on 26 June 2028. Following the
year end, NHN Corporation agreed to provide additional funding and amend the terms of the existing loan. The
previous warrants issued in June 2023 has been cancelled and replaced with new warrants (see note 28).
112
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
19 Trade and other payables
31 December
2024
$ 000
31 December
2023
$ 000
Current liabilities
Trade payables
7,686
10,565
Social security and other taxes
1,912
2,123
Amount payable to content partner
16,248
5,866
Accruals
6,554
9,450
Deferred income
1,515
1,621
Restructuring accrual
12
865
Other creditors
309
351
34,236
30,841
Non-current liabilities
Accruals
-
196
-
196
Trade and other payables in current liabilities are due within one year and are non-interest bearing. Non-current
trade payables are due within two years. There is no material difference between book value and fair value.
Deferred income relates to revenue expected to be recognized by the group within 12 months from the year end.
The deferred income from the year ended 31 December 2023 was fully recognized during the current year.
20 Loans and borrowings
31 December
2024
$ 000
31 December
2023
$ 000
Non-current loans and borrowings
Borrowings
1,706
5,776
31 December
2024
$ 000
31 December
2023
$ 000
Current loans and borrowings
Borrowings
3,412
1,925
In June 2023, the Group entered into a three year loan agreement with NHN Corporation, a South Korean
company for $8.0M (SKW 10.4B). The loan was secured with a fixed annual interest rate of 6%. NHN
Corporation is a major shareholder of Bango PLC. The loan is payable over eight quarterly instalments beginning
in September 2024. The Group issued 314,380 warrants exercisable at a price of £2.02 each. The warrants have
a fair value of $285,000 which is recognized as equity. As the warrants are exercisable at any time during the
relevant period, the valuation has been determined using the binomial option model. Post period-end, the terms
of the loan and warranty have been modified (see note 28).
113
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
21 Cash generated from operations
2024
$ 000
2023
$ 000
Loss for the financial year
(3,651)
(8,826)
Depreciation and amortization
11,712
9,137
Negative goodwill recognized
-
(3,799)
Taxation charge / (credit)
112
(1,378)
Finance income
(15)
(15)
Finance costs
749
497
Share-based payment expense
2,068
2,345
Share of loss of associate
-
4,577
Loss on disposal of fixed assets
263
252
Net exchange differences
(48)
(431)
Decrease / (increase) in receivables
518
(875)
Increase / (decrease) in payables
3,343
(2,229)
Impairment of assets
2,151
-
17,202
(745)
Corporation tax received
1,677
2,383
Net cash generated from operations
18,879
1,638
white space
At 1
January
2024
$ 000
Cash
flow
$ 000
Other
non-cash
movements
$ 000
Acquisition
$ 000
Exchange
$ 000
At 31
December
2024
$ 000
Cash and cash equivalents
at end of year
Cash and cash equivalents
3,720
(358)
-
-
(25)
3,337
Lease liabilities
(2,783)
1,122
(242)
-
136
(1,767)
Borrowings
(7,701)
2,644
(733)
-
672
(5,118)
Net debt at end of year
(6,764)
3,408
(975)
-
783
(3,548)
114
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
21 Cash generated from operations (continued)
At 1
January
2023
$ 000
Cash flow
$ 000
Other
non-cash
movements
$ 000
Acquisition
$ 000
Exchange
$ 000
At 31
December
2023
$ 000
Cash and cash
equivalents at end of year
Cash and cash equivalents
12,657
(9,588)
-
-
651
3,720
Lease liabilities
(2,642)
1,082
(1,168)
-
(55)
(2,783)
Borrowings
-
(7,551)
(84)
-
(66)
(7,701)
Net debt at end of year
10,015
(16,057)
(1,252)
-
530
(6,764)
Other non-cash movements include new leases, disposals of leases, interest on leases and cost of warrants
offset against borrowings.
22 Credit risk analysis
Bango PLC’s exposure to credit risk is limited to the carrying amount of financial assets and cash and cash
equivalents recognized at the statement of financial position date.
Bango PLC continuously monitors the default of partners and other counterparties and incorporates this
information into its credit risk controls. Where available at reasonable cost, external credit ratings and / or reports
on customers and other counterparties are obtained and used. Bango PLC’s policy is to deal only with
creditworthy counterparties.
Bango PLC’s management considers the expected credit loss on financial assets that are past due. See note 16
for further information on trade receivables that are past due.
None of Bango PLC’s financial assets are secured by collateral or other credit enhancements.
In respect of trade and other receivables, Bango PLC is not exposed to any significant credit risk exposure to any
single counterparty or any group of counterparties having similar characteristics. Bango PLC completes regular
credit reviews on those payment providers accounting for significant individual balances. In addition, the terms
and conditions of trade with some digital merchants allow the group to withhold payment of the relevant part of
the digital merchant earnings until payment is received from the payment provider.
The credit risk for liquid funds and other short-term financial assets is considered negligible, since the
counterparties are reputable banks with high quality external credit ratings.
23 Market risk analysis
23.1 Interest risk sensitivity
Bango PLC has borrowings on which it is exposed to interest rate risk. The Group manages its risk by agreeing a
fixed interest rate and optimizing its treasury management of Group cash. The risk associated with interest
earned on cash balances is low, given the relatively low level of interest currently being earned. Therefore no
sensitivity analysis has been disclosed.
115
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
23 Market risk analysis (continued)
23.2 Liquidity risk
Bango PLC ensures sufficient liquidity is available to meet the needs of the Group as and when they fall due. Due
to the nature of the Bango business and the status of its customers which include global merchants and
telecommunication companies, Bango does not have significant issues with bad debt. Bango continues to review
its forecast and plans for both the short and medium terms to manage its exposures and ensure funding is
available for both the short and medium term needs. On 31 December 2024, Bango had access to an unutilized
£3M overdraft facility provided by its Banks to provide working capital support if required. However, subsequent
to the year-end, Bango replaced its existing overdraft facility with a new $15M multi-currency Revolving Credit
Facility (RCF) with Natwest Bank plc (see note 28).
23.3 Capital risk
The Group’s policy is to minimize its cost of capital, by optimizing the balance between equity and debt, whilst
ensuring its ability to continue as a going concern, to provide returns to shareholders and benefits for other
stakeholders. Decisions to fund the business through either equity or debt are made on a case by case basis and
are based on the circumstances and market environment at the time.
The debt-to-equity ratios at 31 December 2024 and at 31 December 2023 were as follows:
Group
31 December
2024
$ 000
31 December
2023
$ 000
Loan and borrowings
5,118
7,701
Lease Liabilities
1,767
2,783
Less: cash and cash equivalent
(3,337)
(3,720)
Net debt
3,548
6,764
Section
Total Equity
26,182
27,493
NewSection
Debt to Equity ratio (%)
13.55%
24.6%
The decrease in the debt-to-equity ratio during 2024 is due to the Group's decision to continue to pay down its
debt which reduced from $7.7M to $5.1M at 31 December 2024.
23.4 Foreign currency forwards
At 31 December 2024 Group had hedged an expected total receipt USD 3.8M at a rate of 1.255 to GBP till 16
January 2025. There was no material valuation differences between the forward and spot exchange rates.
116
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
23 Market risk analysis (continued)
23.5 Foreign currency sensitivity
Exposure to currency exchange rates arise from Bango PLC’s overseas sales and purchases, which are primarily
denominated in Pound Sterling, US Dollar, Malaysian ringgit, Iraqi Dinar and South Korean Won.
117
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
23 Market risk analysis (continued)
23.5 Foreign currency sensitivity (continued)
Foreign currency denominated financial assets and liabilities, translated into US Dollar at the closing rate, are as
follows:
Nominal amounts
31
December
2024
Financial
assets
$ 000
31
December
2024
Financial
liabilities
$ 000
Net assets/
(liabilities)
$ 000
31
December
2023
Financial
assets
$ 000
31
December
2023
Financial
liabilities
$ 000
Net assets/
(liabilities)
$ 000
GBP £
GBP
5,539
(6,912)
(1,373)
4,689
(8,882)
(4,193)
Euro
EUR
4,723
(1,858)
2,865
3,718
(6,635)
(2,917)
Australian $
AUD
274
(31)
243
102
(32)
70
Japanese Yen
JPY
988
(1,321)
(333)
1,469
(1,449)
20
Brazilian Real
BRL
25
(109)
(84)
71
(283)
(212)
Swiss Frank
CHF
28
-
28
249
(24)
225
Mexican Peso
MXN
275
(274)
1
114
(125)
(11)
Malaysian Ringgit
MYR
107
(2,021)
(1,914)
2,471
(2,053)
418
Singapore $
SGD
344
(177)
167
89
(28)
61
South Korean Won KRW
-
(5,212)
(5,212)
-
(7,939)
(7,939)
Iraqi Dinar
IQD
48
(15,818)
(15,770)
3,151
(3,444)
(293)
Other
779
(95)
684
1,404
(37)
1,367
13,130
(33,828)
(20,698)
17,527
(30,931)
(13,404)
Sensitivity analysis has been performed on the financial assets and liabilities to assess the exposure of the group
to foreign exchange movements. Profits are sensitive to changes in exchange rates primarily from GBP, EUR,
MYR, IQD and KRW denominated trade and cash. The Group’s exposure to other currencies is not significant. If
exchange rates moved so that the US Dollar strengthened by 5% then the loss of the group will be reduced by
$1,018,000 (2023: $703,000) and the effect on the statement of financial position would be a decrease of net
liabilities of $970,000 (2023: $638,000).
24 Share-based payments
The Group issues share options to Directors and to employees under either an HM Revenue and Customs
approved Enterprise Management Incentive (EMI) scheme or an unapproved scheme. Employees resident
overseas are eligible to participate in the unapproved scheme.
The grant price for share options is equal to the average quoted market price of the company shares on the date
of grant. Options do not fully vest for three years. The options lapse if share options remain unexercised after a
period of ten years from the date of grant. Employees leaving the Group may receive a waiver from the Board for
a defined period during which they may exercise options that had vested by their leaving date.
Employees based in the United Kingdom are also eligible to participate in a Employee Share Purchase Scheme
which enables a trust company to purchase Bango shares on behalf of employees on the open market. The
purchase by employees are also matched by Bango up to a limit. Payment is made from an approved salary
sacrifice scheme.
118
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
24 Share-based payments (continued)
Employee share options
The movements in the number of share options outstanding and their related weighted average exercise prices
for the year are as follows:
Average
exercise price
per share
p
31 December
2024
Number
Average
exercise price
per share
p
31 December
2023
Number
Outstanding at 1 January
177
9,777,495
167
7,355,696
Granted
115
3,314,000
198
3,337,250
Lapsed
182
(447,707)
186
(450,142)
Exercised
102
(33,329)
153
(465,309)
Outstanding at 31 December
161
12,610,459
177
9,777,495
Exercisable at 31 December
177
8,103,165
167
5,981,921
The weighted average share price at date of options exercised during the year was 101.71 pence (2023 - 177.16
pence).
119
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
24 Share-based payments (continued)
The range of principal Group assumptions applied in determining the fair value of share-based payment related
options during the year under review are:
2024
2023
2022
Risk free rate of return (%)
3.67 - 3.96
3.30 - 4.28
1.23 - 4.32
Expected life of options (years)
5
5
5
Forfeiture rate (%)
13.5
13.5
13.5
Fair value of options (pence)
51 - 54
80 - 88
72 - 91
Weighted average share price at grant date (pence)
120
198
187
Volatility of share price (%)
42
40 - 45
45
The expected price volatility has been based on the historic volatility adjusted for any expected future change in
volatility due to publicly available information.
At 31 December 2024, Bango PLC had the following outstanding options and exercise prices:
Expiry date
Average
exercise price
per share (£)
Share options
31 December
2024
Share options
31 December
2023
01 April 2024
1.360
-
23,500
22 October 2024
1.010
-
22,332
16 March 2025
1.060
42,498
42,498
18 September 2025
0.885
94,830
94,830
16 March 2026
0.430
141,912
141,912
21 September 2026
0.890
159,244
159,244
21 March 2027
1.145
159,076
159,076
22 September 2027
2.550
273,000
273,000
14 March 2028
1.730
221,783
221,783
19 September 2028
1.565
107,498
109,498
21 September 2028
1.730
100,000
100,000
27 March 2029
0.925
459,824
461,824
18 September 2029
1.375
192,692
195,192
01 October 2029
1.285
100,000
100,000
18 March 2030
0.675
180,649
185,478
07 April 2030
1.215
262,912
262,912
17 September 2030
1.720
518,837
520,208
17 March 2031
2.080
730,780
734,235
08 September 2031
2.015
704,879
724,836
08 March 2032
1.775
865,942
910,102
30 September 2032
1.960
1,073,043
1,135,252
03 April 2033
2.085
1,478,059
1,591,033
19 September 2033
1.875
1,487,500
1,608,750
10 April 2034
1.16
1,536,001
-
1 October 2034
1.15
1,719,500
-
12,610,459
9,777,495
120
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
24 Share-based payments (continued)
Options are granted to employees and expire 10 years after the grant date and are fully vested after 3 years.
Share incentive plan
The Group has a share incentive scheme for employees. The Share Incentive Plan is open to UK employees
only. Deductions from employee payroll through a salary sacrifice is then used to purchase shares on the market
which the Company matches on a 2:1 basis up to a maximum of $2,100 (£1,800).
The scheme offers the employee the opportunity to participate in the long term success of the Group and also
afford them the opportunity to have a say in the Company.
25 Contingent liabilities
Bango inherited through the acquisition an on-going lease for a London property which had been assigned to a
third party with the agreement of the landlord. Under the terms of the assigned lease Bango offered a guarantee
to the landlord till June 2028 to make good any obligations due which the assignee is unable to fulfil. The annual
lease charge is $303,000.
Bango has considered potential future tax liabilities with particular attention to on-going tax enquiries in Italy
inherited through the Bango 22 Limited (formerly DOCOMO Digital Limited) acquisition, but has judged that there
is not enough information to form an estimate of the exposure. Further, Bango has both significant tax losses and
the capability to recover costs arising from the sales and purchase agreement to an agreed level
26 (Loss) per share
(a)
Basic
Basic (loss) per share are calculated by dividing the loss attributable to equity holders of Bango PLC by the
weighted average number of ordinary shares in issue during the year.
Basic (loss) per share
2024
$ 000
2023
$ 000
(Loss) for the financial year
(3,651)
(8,826)
NewHeaderRow
Weighted average number of ordinary shares in issue
76,813,432
76,709,473
white space
Basic (loss) per share attributable to equity holders
(4.75) c
(11.51) c
Basic adjusted (loss)/earnings per share
Adjusted (loss)/earnings per share is a key financial information which discloses the financial performance of the
core business for which the directors have direct control. Adjusted basic (loss)/earnings per share is determined
as the (loss) / profit attributable to equity holders of Bango PLC excluding the Bango PLC share of the net loss of
associate for the period, negative goodwill and exceptional items divided by the weighted average number of
ordinary shares in issue during the year.
121
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
26 (Loss) per share (continued)
2024
$ 000
2023
$ 000
Profit / (loss) attributable to equity holders of Bango PLC:
From continuing operations
(3,651)
(8,826)
Exceptional items
4,217
3,857
Negative goodwill
-
(3,799)
Share of net loss of associates accounted for using the equity method
-
4,577
Adjusted profit / (loss) attributable to equity holders of Bango PLC
566
(4,191)
NewHeaderRow
Weighted average number of ordinary shares in issue
76,813,432
76,709,473
Adjusted basic (loss) / earnings per share attributable to equity holders (c)
0.74 c
(5.46) c
white space
(b)
Diluted
Diluted loss per share is in line with basic loss per share. The weighted average number of shares for the
purposes of calculating diluted loss per share are the same as for the basic loss per share calculation. This is
because the outstanding share options would have the effect of reducing the loss per share and would not,
therefore, be dilutive under the terms of IAS 33.
27 Financial assets and liabilities
Financial assets included in the statement of financial position relate to the following IFRS 9 categories:
31 December
2024
$ 000
31 December
2023
$ 000
Financial assets held at amortized cost
22,826
24,703
white space
Short term financial assets
Trade and other receivables
19,448
20,943
Short-term investments
41
40
Cash and cash equivalents
3,337
3,720
Total financial assets
22,826
24,703
white space
Financial liabilities measured at amortized cost
37,882
38,015
white space
122
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
27 Financial assets and liabilities (continued)
31 December
2024
$ 000
31 December
2023
$ 000
Financial liabilities
Trade payables
7,686
10,565
Amount payable to content partner
16,248
5,866
Other creditors
309
351
Accruals
6,554
9,646
Restructuring accrual
12
865
Lease liabilities
1,767
2,783
Borrowing
5,306
7,939
Total financial liabilities
37,882
38,015
Financial liabilities amounts falling due within
31 December
2024
$ 000
31 December
2023
$ 000
One year:
Trade payables
7,686
10,565
Amount payable to content partner
16,248
5,866
Accruals
6,554
9,450
Restructuring accrual
12
865
Other creditors
309
351
Borrowing
3,537
2,000
Lease liabilities
880
1,013
Between one and five years:
Accruals
-
196
Lease liabilities
887
1,770
Borrowing
1,769
5,939
37,882
38,015
Due to the short-term nature of cash and cash equivalents, trade and other receivables, trade and other
payables, their carrying amount is considered to be the same as their fair value.
123
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
27 Financial assets and liabilities (continued)
The undiscounted cash flows related to financial liabilities are as follows:
31 December 2024
2025
$ 000
2026
$ 000
2027
$ 000
2028
$ 000
Total
$ 000
Lease liabilities
935
457
442
37
1,871
Trade payables
7,686
-
-
-
7,686
Amount payable to content
partner
16,248
-
-
-
16,248
Other creditors
309
-
-
-
309
Accruals
6,554
-
-
-
6,554
Restructuring accruals
12
-
-
-
12
Borrowing
3,537
1,769
-
-
5,306
35,281
2,226
442
37
37,986
31 December 2023
2024
$ 000
2025
$ 000
2026
$ 000
2027
$ 000
2028
$ 000
Total
$ 000
Lease liabilities
1,140
841
484
484
39
2,988
Trade payables
10,565
-
-
-
-
10,565
Amount payable to content
partner
5,866
-
-
-
-
5,866
Other creditors
351
-
-
-
-
351
Accruals
9,450
196
-
-
-
9,646
Restructuring accruals
865
-
-
-
-
865
Borrowing
2,000
4,000
1,939
-
-
7,939
30,237
5,037
2,423
484
39
38,220
The fair value of the group's financial liabilities are not materially different from their carrying amounts.
124
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
28 Post balance sheet event
Bango signed a new 10 year lease on 31 March 2025 for its new UK office.
On 5 June 2025, Bango secured an enhanced loan facility from NHN. Under the agreement the existing loan will
increase by $2.85M and include a deferral of principal repayments. Both the additional funding and remaining
balance of the existing loan will be repaid over 8 equal quarterly installments, starting in December 2026 and
ending in September 2028. The full loan will carry a fixed annual interest rate of 7 percent. In connection with the
new loan, NHN has been granted 2,048,319 5-year warrants to purchase new ordinary shares in Bango at 80p
each (the average closing share price over the 30 trading days preceding the agreement in principle being
received from NHN). These warrants will replace the 314,380 warrants attached to the existing loan which have
now been cancelled.
On 5 June 2025, Bango has secured a new $15M multi-currency Revolving Credit Facility (RCF) with NatWest.
The RCF provides a committed, long-term financing solution that will replace the existing £3M overdraft from
Barclays. The new RCF is a three-year facility with a step down in year 3 to $12M. Borrowings are subject to
interest of SOFR plus a margin. The margin will initially be fixed for 12 months and then calculated based on a
ratchet linked to net leverage. The facility includes standard financial covenants based on the Bango’s overall net
leverage, interest cover and level of capital expenditure, with each covenant tested on a quarterly basis (starting
September 25). Bango actively monitors forecast compliance with covenants as part of its financial planning
processes and retains adequate headroom under all covenant metrics.
125
Statement of Financial Position of Bango PLC
As at 31 December 2024
Note
31 December
2024
£ 000
31 December
2023
£ 000
ASSETS
Non-current assets
Investments in subsidiary and associate
V
57,737
Trade and other receivables due after one year
VI
4,666
62,403
Current assets
Trade and other receivables
VI
4,601
Total assets
67,004
Equity and liabilities
EQUITY
Capital and reserves
Share capital
IX
15,359
Share premium account
41,209
Other reserve
1,897
Retained earnings
2,148
Total equity
60,613
NewHeaderRow
LIABILITIES
Non-current liabilities
Loans and borrowings
XI
4,529
Current liabilities
Trade and other payables
VII
290
Loans and borrowings
XI
1,572
3,025
1,862
Total liabilities
6,391
Total equity and liabilities
67,004
The notes on pages 130 to 139 form an integral part of these financial statements.
126
Statement of Financial Position of Bango PLC
As at 31 December 2024 (continued)
The company has taken the exemption under section 408 of the Companies Act 2006 not to present a full income
statement, but the loss for the year for the company was £53,000 (2022: £3,367,000).
These financial statements were approved and authorized for issue by the Directors on 5 June 2025 and are
signed on their behalf by:
P Larbey
Director
Company registration number 05386079
The notes on pages 130 - 139 form an integral part of these financial statements.
127
Statement of Changes in Equity of Bango PLC
For the Year Ended 31 December 2024
Share capital
£ 000
Share
premium
account
£ 000
Other
reserves
£ 000
Retained
earnings
£ 000
Total
£ 000
Balance at 1 January 2024
15,359
41,209
1,897
2,148
60,613
Exercise of share options and warrants
7
28
-
-
35
Share based payments
-
-
-
1,800
1,800
Transactions with owners
7
28
-
1,800
1,835
-
-
-
-
-
Loss for the year
-
-
-
(53)
(53)
Balance at 31 December 2024
15,366
41,237
1,897
3,895
62,395
Share capital
£ 000
Share
premium
account
£ 000
Other
reserves
£ 000
Retained
earnings
£ 000
Total
£ 000
Balance at 1 January 2023
15,266
40,592
1,673
3,635
61,166
Issue of warrants
-
-
224
-
224
Exercise of share options and warrants
93
617
-
-
710
Share based payments
-
-
-
1,880
1,880
Transactions with owners
93
617
224
1,880
2,814
NewCalculationRow
-
-
-
-
-
Loss for the year
-
-
-
(3,367)
(3,367)
Balance at 31 December 2023
15,359
41,209
1,897
2,148
60,613
The notes on pages 130 to 139 form an integral part of these financial statements.
128
Cashflow statement of Bango PLC
For the Year Ended 31 December 2024
2024
£ 000
2023
£ 000
(Loss) for the year
(53)
(3,367)
NewHeaderRow
Cash flows from operating activities
Adjustments to cash flows from non-cash items
Impairment of investment
-
2,681
Foreign exchange (gains)/losses
(462)
87
Decrease/(increase) in trade and other receivables
2,024
(5,599)
Increase/(decrease) in trade and other payables
16
(250)
Cash generated from/(used by) operations
1,578
(3,081)
Net cash generated from/(used by) operating activities
1,525
(6,448)
NewCalculationRow
-
-
Cash flows from investing activities
Additional investment in associates
-
(500)
Net cash used in investing activities
-
(500)
NewCalculationRow
-
-
Cash flows from financing activities
Proceeds from issuance of ordinary shares
35
710
Proceeds from borrowing
-
6,238
Repayment of borrowing
(1,560)
-
Net cash (used by)/generated from financing activities
(1,525)
6,948
Net increase/(decrease) in cash and cash equivalents
-
-
Cash and cash equivalents at beginning of year
-
-
Cash and cash equivalents at end of year
-
-
At 1
January
2024
£ 000
Cash
flow
£ 000
Other
non-cash
movements
£ 000
Exchange
£ 000
At 31
December
2024
£ 000
Net debt at end of year
Borrowings
6,101
(1,560)
37
(500)
4,078
The notes on pages 130 to 139 form an integral part of these financial statements.
129
Notes to the Financial Statements for the Year Ended 31 December 2024
I
Accounting policies
Basis of accounting
The separate financial statements of Bango PLC are presented as required by the Companies Act 2006. They
have been prepared under the historical cost convention and under the basis of going concern.
Bango has prepared its Report and accounts for the year ended 31 December 2024, in accordance with
UK-adopted International Accounting Standards (“IFRS”). IFRS requires the use of certain critical accounting
estimates. It also requires management to exercise its judgement in the process of applying the accounting
policies. The main judgement in respect of the company is the carrying value of investments and group debtors
which are supported by future forecasted cashflows.
The principal accounting policies are summarized below. They have all been applied consistently throughout the
year.
The functional currency and presentation currency of the parent company is GB Sterling ("GBP").
Investments
Fixed asset investments are shown at cost less provision for impairment. Investments are tested for impairment
when events would indicate that they might be impaired. Impairment is determined by assessing the recoverable
amount of the investment. Where the recoverable amount is less than the carrying amount, an impairment loss is
recognized in the profit or loss.
Associates
Associates are all entities over which the group has significant influence but not control or joint control. This is
generally the case where the group holds between 20% and 50% of the voting rights of an entity. Investments in
associates are initially recognized at cost. The carrying amount of the investment is tested for impairment
annually or when events would indicate that it might be impaired. Impairment charges are deducted from the
carrying value and recognized immediately in profit or loss.
Share based payments
Bango PLC issues equity settled share-based compensation to certain employees (including Directors) of its
trading subsidiaries. Equity settled share-based payments are measured at fair value at the date of grant. The fair
value determined at the grant date of the equity-settled share-based payment is credited to reserves on a
straight-line basis over the vesting period, together with a corresponding increase in the book value of Bango
PLC’s investment in subsidiaries, based upon the estimate of the shares that will eventually vest. These
estimates are subsequently revised if there is any indication that the number of options expected to vest differs
from previous estimates. Any cumulative adjustment prior to vesting is recognized in the current period.
Fair value is measured by an external valuer using the Black-Scholes option pricing model. The expected life
used
in
the
model
has
been
adjusted,
based
on
management’s
best
estimate,
for
the
effects
of
non-transferability, exercise restrictions and behavioral considerations.
Borrowings
Borrowings are recorded initially at fair value and subsequently at amortized cost using the effective interest
method, with interest and related charges recognized as an expense in finance costs. Debt arrangement fees are
netted off borrowings and written off over the expected life of the related borrowings.
Share capital
Ordinary shares are classified as equity. Equity instruments issued by Bango PLC are recorded at the proceeds
received, net of direct issue costs.
130
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
I
Accounting policies (continued)
Share premium account
Share premium represents the excess over nominal value of the fair value of consideration received for equity
shares, net of expenses of the share issue.
Other reserve
The other reserve represents the excess over nominal value for equity shares issued as part of a business
acquisition where at least 90% of the entity is acquired and the initial present value of warrants issued over equity
shares.
Retained earnings
Retained earnings include all current and prior period retained profits and the cumulative add backs for
share-based payments.
Significant accounting estimate and judgement
The recoverable amount of the associate is derived from estimates of future cash flows that the associate is
expected to generate. The business of the associate and its expected cash flows are now deemed incapable of
supporting the carrying value recognized and hence a full impairment provision has been made.
II
Directors, employees and key management personnel
Details of Directors’ remuneration and key management personnel are disclosed in notes 8 and 9 of the Group
accounts. A charge of £208,562 (31 December 2023: £138,070) has been recognized within the parent
company’s own figures relating to wages and salaries.
III
Auditors' remuneration
The auditor’s remuneration for audit and non-audit services to Bango PLC was borne entirely by Bango.net
Limited, a wholly owned subsidiary.
IV
Employee benefit expenses
The employees of Bango PLC during the financial year were:
2024
No.
2023
No.
Non-executive directors
5
5
Executive directors
4
4
9
9
The aggregate payroll costs recognized for the above directors are:
2024
£ 000
2023
£ 000
Wages and salaries
201
133
Social security costs
8
5
209
138
131
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
V
Investments in subsidiary and associate
£ 000
Cost or valuation
At 1 January 2023
58,038
Additions - NewDeep Limited Group
500
Share based payments
1,880
At 31 December 2023
60,418
NewCalculationRow
-
At 1 January 2024
60,418
Addition
1,510
Share based payments
1,800
At 31 December 2024
63,728
Provision
At 1 January 2023
-
Provision for impairment
2,681
At 31 December 2023
2,681
At 1 January 2024
2,681
At 31 December 2024
2,681
Carrying amount
At 31 December 2024
61,047
At 31 December 2023
57,737
Fixed asset investments are shown at cost less provision for impairment.
On 31 December 2023 the majority shareholder and Bango agreed to close NewDeep Limited after a review of
the business strategy. The Company made a provision for the impairment of the investment held on the Balance
Sheet date as at 31 December 2023. NewDeep Limited has since been closed and struck off at the Companies
House.
132
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
V
Investments in subsidiary and associate (continued)
Details of subsidiary undertakings and associates at 31 December 2024 are as follows:
Country of
incorporation
Class of
share
capital
held
Held by
the
company
Nature of business
Bango.net Limited
1
England & Wales
Ordinary
100%
Development, marketing and
sale of technology for mobile
phone users to purchase
services for their mobile
phones
Bango Resale Holding Limited1
England & Wales
Ordinary
100%
Holding company
Bango Resale Limited
1
England & Wales
Ordinary
100%
Support entity in England
Bango 22 Limited
1
England & Wales
Ordinary
100%
Support entity in England
Bango Inc
2
USA
Ordinary
100%
Sales and support office for
Bango.net Limited
Bango Movil3
Spain
Ordinary
100%
Support for Bango.net
Limited
Bango
do
Brasil
Cessão
de
Licenças
de
Programas
de
Computador Ltda4*
Brazil
Ordinary
100%
Non-trading
Bango Mobile Limited5**
Nigeria
Ordinary
100%
Non-trading
Bango Kabushiki Kaisha6
Japan
Ordinary
100%
Sales and support office for
Bango.net Limited
Bango Resale EU Limited7
Ireland
Ordinary
100%
Support entity in Ireland
Bango Resale Limited8
Canada
Ordinary
100%
Support entity in Canada
Bango Portugal Unipessoal LDA9
Portugal
Ordinary
100%
Support entity in Portugal
Bango Resale Australasia Pty Ltd10
Australia
Ordinary
100%
Support entity in Australia
NewDeep Limited11
England & Wales
Ordinary
40%
Holding company
Docomo Digital Fine Trade Gmbh12
Austria
Ordinary
100%
Support entity in Austria
Bango Australia Pty Ltd
13
Australia
Ordinary
100%
Support entity in Australia
DD Brasil Tecnologla Ltda
14
Brazil
Ordinary
100%
Support entity in Brazil
Domoco Digital CH Finance AG
15
Switzerland
Ordinary
100% Support entity in Switzerland
Buongiorno Schweiz AG15
Switzerland
Ordinary
100% Support entity in Switzerland
Bango Germany GmbH16
Germany
Ordinary
100%
Support entity in Germany
Bango
Resale
Australia
(NZ
Branch)
17
Australia
Ordinary
100%
Support entity in New
Zealand
Bango Ibérica S.L18
Spain
Ordinary
100%
Support entity in Spain
Bango 22 Private Limited19
India
Ordinary
100%
Support entity in India
Bango Italy S.r.l20
Italy
Ordinary
100%
Support entity in Italy
MyAlert Mexico Servicios S.A de
CV21
Mexico
Ordinary
100%
Support entity in Mexico
133
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
V
Investments in subsidiary and associate (continued)
Bango Singapore Pte Ltd22
Singapore
Ordinary
100%
Support entity in Singapore
Bango Resale APAC Pte. Ltd23
Singapore
Ordinary
100%
Support entity in Singapore
ITouch Limited
24
England & Wales
Ordinary
100%
Support entity in England
Bango America Inc
25
USA
Ordinary
100%
Support entity in USA
DD South Africa (PTY) Ltd
26
South Africa
Ordinary
100% Support entity in South Africa
Bango Resale Taiwan Limited27
Taiwan
Ordinary
100%
Support entity in Taiwan
*99% owned via Bango Movil and 1% owned by Bango PLC
**49% owned via Bango PLC, 51% owned by Bango.net Ltd (100% owned subsidiary of Bango PLC)
1 Botanic House, 100 Hills Road, Cambridge, CB2 1PH, United Kingdom
2 675 N. First Street, Suite 1180, San Jose, California, 95112, United States
3 Paseo de la Castellana 141, Edificio Cuzo IV, Madrid, 28046, Spain
4 1912 Av. Brigadeiro Faria Lima, Jardim Paulistano, 01451-907, Sao Paulo, Brazil
5 1 Murtala Muhammed Drive, Ikoyi, Lagos, Nigeria
6 Spline Aoyama Tokyu Building 6F, 3-1-3 Minami-Aoyama, Minato, Tokyo, 107-0062, Japan
7 43-49 Sir John Rogerson’s Quay, Dublin 2, Ireland
8 400 - 725 Granville Street, Vancouver, BC V7Y 1G5, Canada
9 Avenida Duque de Ávila, n.º 46, 3.º andar C, Avenidas Novas, 1050 083 Lisboa, Portugal
10 C/o Azure Group Pty Ltd Level 10 171 Clarence Street, Sydney, NSW 2000, Australia
11 2nd Floor Platinum Building, St John’s Innovation Park, Cambridge, CB4 0DS, United Kingdom
12 Neubaugasse 24, 8020 Graz, Austria
13 Level 10, 171 Clarence Street, Sydney NSW 2000, Australia
14 Avenida das Nações Unidas, 12.495 15o andar - Brooklin Paulista São Paulo, SP, Brazil
15 Churerstrasse 35 9470 Buchs SG, Switzerland
16 Fritz Vomfelde Str.18, 40547 Düsseldorf, Germany
17 C/O Montech Carter Limited Partnership, Level 1 Building 5 Eastside, 15 Accent Drive, East Tamaki, 2141, NZ
18 Paseo de la Castellana 81, 28046 Madrid, Spain
19 Unit No. 507, 5th Floor, Vipul Business Park, Sohna Road, Sector-48, Gurgaon- 122018, Haryana, India
20 Piazza Vetra, 17, 20123 Milano (Italia)
21 AV Ejercito Nacional 769 Ios Miyana Col. Ampliacion Granada CP Mexico 11520
22 16 Raffles Quay, Hong Leong Building, Singapore (048581)
23 133 Cecil Street, #14-01, Keck Seng Tower, Singapore, 069535
24 1 King William Street, London, EC4N 7AF
25 333 Bush St #2020, San Francisco, CA 94104, United States
26 80 Strand St, Cape Town City Centre, Cape Town, 8000, South Africa
27 14F-1, No. 163, Sec. 1, Keelung Road, Xinyi Dist., Taipei City 110, Taiwan (R.O.C)
Bango 22 Limited (registered number: 09969891), Itouch Limited (registered number: 03911278), Bango Resale
Holding Limited (registered number: 12977914), Bango Resale Limited (registered number: 12999158) and
Bango Resale EU Limited (registered number: 681836) are exempt from audit under section 479A of the
Companies Act 2006 due to Company granting a guarantee under section 479C of the Companies Act 2006.
Bango 22 Limited has an on-going lease for a London property which had been assigned to a third party with the
agreement of the landlord. Under the terms of the assigned lease Bango 22 Limited offered a guarantee to the
landlord till June 2028 to make good any obligations due which the assignee is unable to fulfil. The annual lease
charge is £240,000.
There have been no changes in ownership percentage compared to previous year.
134
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
VI
Receivables
Current receivables
31 December
2024
£ 000
31 December
2023
£ 000
Amount due from Group undertakings
4,005
4,514
Other receivables
45
87
4,050
4,601
Non current receivables
Amount due from Group undertakings
1,683
4,666
1,683
4,666
Consideration of the carrying value of inter-company receivables was made in line with IFRS 9 “Financial
Instruments” and the required provision was considered immaterial to recognize.
Interest in inter-company loans from the parent company to a subsidiary undertaking based in the United States
and is charged at the United States Applicable Federal Rate of interest, calculated monthly on the balance
outstanding. During the year the rate has varied between 3.57% - 4.82%.
VII Payables
31 December
2024
£ 000
31 December
2023
£ 000
Trade payables
222
179
Accruals
84
111
306
290
The undiscounted cash flows related to payables are not separately disclosed, since their balances do not differ
from balance sheet's amounts.
VIII Financial assets and liabilities
Financial assets included in the statement of financial position relate to the following IFRS 9 categories:
31 December
2024
£ 000
31 December
2023
£ 000
Financial assets held at amortized cost
5,733
9,267
Total financial assets
5,733
9,267
135
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
VIII Financial assets and liabilities (continued)
These financial assets are included in the statement of financial position within the following headings:
31 December
2024
£ 000
31 December
2023
£ 000
Current financial assets
Amount due from Group undertakings
4,005
4,514
Other receivables
45
87
Non-current financial assets
Amounts due from Group undertakings
1,683
4,666
Total financial assets
5,733
9,267
31 December
2024
£ 000
31 December
2023
£ 000
Financial liabilities held at amortized cost
4,385
6,391
Total financial liabilities
4,385
6,391
These financial liabilities are included in the statement of financial position within the following headings:
31 December
2024
£ 000
31 December
2023
£ 000
Current financial liabilities
Trade payables
222
179
Loans and borrowings
2,719
1,572
Accruals
84
111
Non-current financial liabilities
Loans and borrowings
1,360
4,529
Total financial liabilities
4,385
6,391
The fair value of the company's financial liabilities are not materially different from their carrying amounts.
136
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
VIII Financial assets and liabilities (continued)
The undiscounted cash flows related to financial liabilities are as follows:
2025
£ 000
2026
£ 000
Total
$ 000
Trade payables
222
-
222
Accruals
84
-
84
Loans and borrowings
2,819
1,409
4,228
3,125
1,409
4,534
31 December 2024
31 December 2023
2024
£ 000
2025
£ 000
2026
£ 000
Total
$ 000
Trade payables
179
-
-
179
Accruals
111
-
-
111
Loans and borrowings
1,560
3,119
1,560
6,239
1,850
3,119
1,560
6,529
137
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
IX
Share capital
Allotted, called up and fully paid 20p ordinary shares
31 December
2024
31 December
2023
No.
£ 000
No.
£ 000
As at 1 January of
76,797,155
15,359
76,331,846
15,266
Execise of share options and
warrants of
33,329
7
465,309
93
76,830,484
15,366
76,797,155
15,359
During the year 33,329 share options were exercised at exercise prices between 67 pence and 157 pence and a
par value of 20 pence per share. The total proceeds were £33,897 of which £6,666 was recognized as share
capital and £27,231 as share premium.
During the year 3,314,000 options were granted to employees. Details of number of options granted to Directors
is given in the Directors report of the Group accounts.
At the year-end 12,610,459 options were outstanding. Further details relating to employee share options are
provided in note 24 in the Group financial statements.
As part of a loan agreement with NHN Corporation, Bango issued 314,380 warrants for new Bango shares on 26
June 2023. This is exercisable at a price of $2.56 (£2.02) each and will lapse on 26 June 2028. Following the
year end, NHN Corporation agreed to provide additional funding and amend the terms of the existing loan. The
previous warrants issued in June 2023 has been cancelled and replaced with new warrants (see note XII).
X
Related party
Recharges
2024
£ 000
2023
£ 000
Subsidiary
(60)
(60)
(60)
(60)
Purchases
2024
£ 000
2023
£ 000
Subsidiary
209
138
209
138
138
Notes to the Financial Statements for the Year Ended 31 December 2024
(continued)
X
Related party (continued)
Receivables
outstanding
31 December
2024
£ 000
31 December
2023
£ 000
Creditors
outstanding
31 December
2024
£ 000
31 December
2023
£ 000
Subsidiary
5,688
9,180
-
-
5,688
9,180
-
-
XI
Loans and borrowings
31 December
2024
£ 000
31 December
2023
£ 000
Non-current loans and borrowings
Borrowings
1,360
4,529
31 December
2024
£ 000
31 December
2023
£ 000
Current loans and borrowings
Borrowings
2,719
1,572
In June 2023, the Company entered into a three year loan agreement with NHN Corporation, South Korean
company for $8.0M (SKW 10.4B). The loan was secured with a fixed annual interest rate of 6%. NHN
Corporation is a major shareholder of Bango PLC. The loan is payable over eight quarterly instalments beginning
in September 2024. The Company issued 314,380 warrants exercisable at a price of £2.02 each. As the warrants
are exercisable at any time during the relevant period, the valuation has been determined using the binomial
option model. The warrants have a fair value of £223,000 with the cost capitalised against the loan. As at 31
December 2024 the cost of warrants offset against the loan was £186,000. The costs of the warrants will be
amortized over the life of the loan against interest. These warrants will lapse on 26 June 2028. Post period-end,
the terms of the loan and warranty have been modified (see note XII).
XII Post balance sheet events
On 5 June 2025, the Company secured an enhanced loan facility from NHN. Under the agreement the existing
loan will increase by $2.75M and include a deferral of principal repayments. Both the additional funding and
remaining balance of the existing loan will be repaid over 8 equal quarterly installments, starting in December
2026 and ending in September 2028. The full loan will carry a fixed annual interest rate of 7 percent. In
connection with the new loan, NHN has been granted 2,048,319 5-year warrants to purchase new ordinary
shares in Bango at 80p each (the average closing share price over the 30 trading days preceding the agreement
in principle being received from NHN). These warrants will replace the 314,380 warrants attached to the existing
loan which have now been cancelled.
139