株探米国株
エドガーで原本を確認する
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended
June 30, 2026
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
For the transition period from
To
Commission file number:
000-31203
LESAKA TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Florida
98-0171860
(State or other jurisdiction
(IRS Employer
of incorporation or organization)
Identification No.)
7 Parks Boulevard
,
Oxford Parks
,
1st Floor
,
Dunkeld, Johannesburg
,
2196
,
South Africa
(Address of principal executive offices, including zip code)
Registrant’s telephone number,
including area code: +
27
-
11
-
343-2000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange
on which registered
Common stock, par value $0.001 per share
LSAK
NASDAQ
Global Select Market
Securities registered pursuant to Section 12(g) of the Act:
Indicate by check
mark if the
registrant is a
well-known seasoned issuer, as
defined in Rule
405 of the
Securities
Act.
Yes
No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)
of the Act.
Yes
No
Indicate by check mark whether
the registrant (1) has filed
all reports required to be
filed by Section 13 or
15(d)
of
the
Securities
Exchange
Act
of
1934
during
the
preceding
12
months
(or
for
such
shorter
period
that
the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.
Yes
No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data
File required
to
be
submitted
pursuant
to
Rule
405
of
Regulation
S-T
(§232.405
of
this
chapter)
during
the
preceding
12
months (or for such shorter period that the registrant was required to submit such files).
Yes
No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, smaller
reporting company
or an
emerging growth
company. See the
definitions of
“large accelerated
filer,”
“accelerated
filer,”
“smaller
reporting
company,”
and
“emerging
growth
company”
in
Rule 12b-2
of
the
Exchange Act (check one):
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an
emerging
growth company,
indicate by
check mark
if the
registrant has
elected not
to use
the extended
transition period
for complying
with any
new or
revised financial
accounting standards
provided pursuant
to
Section 13(a) of the Exchange Act.
Indicate
by
check
mark
whether
the
registrant
has
filed
a
report
on
and
attestation
to
its
management’s
assessment
of
the
effectiveness
of
its
internal
control
over
financial
reporting
under
Section
404(b)
of
the
Sarbanes-Oxley Act
(15
U.S.C.
7262(b)) by
the registered
public
accounting firm
that prepared
or
issued its
audit report.
If securities
are registered
pursuant to
Section 12(b)
of the
Act, indicate
by check
mark whether
the financial
statements of the registrant included in the filing reflect the correction of an error to previously issued financial
statements.
Indicate by check mark
whether any of those
error corrections are restatements
that required a
recovery analysis
of
incentive-based
compensation
received
by
any
of
the
registrant’s
executive
officers
during
the
relevant
recovery period pursuant to §240.10D-1(b).
Indicate by
check mark
whether the
registrant is
a shell
company (as
defined in
Rule 12b-2
of the
Exchange
Act). Yes
No
The
aggregate
market
value
of
the
registrant’s
common
stock
held
by
non-affiliates
of
the
registrant
as
of
December 31,
2025
(the
last
business day
of
the registrant’s
most
recently completed
second fiscal
quarter),
based upon the closing price of the common stock as reported by The NASDAQ Global Select Market on such
date, was $
252,144,046
. This calculation
does not reflect
a determination that
persons are affiliates
for any other
purposes.
As of September 9,
2026,
85,824,094
shares of the registrant’s
common stock, par value
$0.001 per share, net
of treasury shares, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Certain
portions
of
the
definitive
Proxy
Statement
for
our
2026
Annual
Meeting
of
Shareholders
are
i
ncorporated by reference into Part III of this Form 10-K.
2
PART
I
FORWARD
LOOKING STATEMENTS
In addition to historical information,
this Annual Report on Form 10-K
(“Annual Report”) contains forward-looking
statements
that involve risks and uncertainties that could cause our actual results to differ
materially from those projected, anticipated or implied
in the
forward-looking
statements. Factors
that might
cause or
contribute
to such
differences
include,
but are
not limited
to, those
discussed in
Item 1A—“Risk
Factors.” In
some cases,
you can
identify forward-looking
statements by
terminology such
as “may,”
“will,”
“should,”
“could,”
“would,”
“expects,”
“plans,”
“intends,”
“anticipates,”
“believes,”
“estimates,”
“predicts,”
“potential”
or
“continue” or
the negative of
such terms and
other comparable terminology.
You
should not place
undue reliance on
these forward-
looking statements, which reflect
our opinions only
as of the
date of this
Annual Report. We undertake no
obligation to release
publicly
any
revisions
to the
forward-looking
statements after
the date
of this
Annual
Report.
You
should
carefully
review the
risk factors
described
in other
documents we
file from
time to
time with
the Securities
and
Exchange Commission
(the “SEC”),
including
the
Quarterly Reports on Form 10-Q to be filed by us during our 2027
fiscal year, which runs from July 1, 2026 to June 30,
2027.
All
references
to
“the
Company,”
“we,”
“us,”
or
“our”
are
references
to
Lesaka
Technologies,
Inc.
and
its
consolidated
subsidiaries, collectively, and all references to “Lesaka” are to Lesaka Technologies, Inc. only, except as otherwise indicated or where
the context indicates otherwise.
ITEM 1.
BUSINESS
Overview
Lesaka provides financial technology solutions to underserviced consumers,
merchants and enterprises, improving the way they
manage their daily
financial activities and
increasing financial inclusion
in the markets
in which we
operate. In plain
terms,
we help
our customers
pay, receive,
borrow,
insure and
grow
: we enable
them to make
and accept payments,
receive income
such as wages
and welfare grants, access credit, protect their families
and assets through insurance, and grow their businesses
and financial lives. We
deliver these capabilities
through three business
divisions: Merchant, which
provides payment acceptance,
software, cash
management,
lending and alternative digital product
solutions to merchants across our two
channels; Community and Corporate. Consumer,
which
provides banking,
lending and
insurance solutions
to consumers,
principally recipients
of social welfare
grants in
South Africa; and
Enterprise, which provides payment processing, prepaid solutions and
bill payment infrastructure connecting enterprises to consumers
and businesses.
We
bring these
customer communities
together within
a single
ecosystem by
enabling them
to engage
and transact
with each
other.
For example,
an enterprise
biller connected
to our proprietary
biller network
can collect payment
from a
consumer who
pays
their bill at a
nearby merchant using
cash withdrawn with
a debit card linked
to a transactional account
we provide to that
consumer
to receive
their welfare
grant or
wages with
the merchant,
in turn,
digitizing the
cash received
through one
of our
cloud-connected
cash
vaults.
Each
participant
in
this
chain
is
a
Lesaka
customer,
and
each
interaction
deepens
our
data
insight
and
our
cross-sell
opportunity. As of June 30, 2026,
we served approximately 132,000
active merchants and approximately
2.1 million active
consumers,
and our Enterprise division connected a network of more than 650 billers and over
50 corporate clients across South Africa.
To build and maintain
our ecosystem, we have approximately 3,900 employees operating on the
ground in five countries: South
Africa (our primary
market), Namibia, Botswana,
Zambia and Kenya
as of June 30,
2026. Lesaka was created
in 2022, and we
have
since
combined
organic
growth
with
acquisitions
including
the
Connect
Group
(April
2022),
Adumo
(October
2024),
Recharger
(March 2025), and the
proposed acquisition of Bank
Zero (agreement signed June
2025, and closing subject
to achievement of relevant
condition
precedents) to assemble an integrated fintech platform, unified
under a single Lesaka brand in fiscal 2026. For a discussion
of specific developments during
fiscal 2026, see Item 7
“Management’s Discussion
and Analysis of Financial Condition
and Results
of Operations–Developments during Fiscal 2026”.
We
serve
a
large
and
structurally
underpenetrated
market.
Cash
remains
the
dominant
payment
instrument
across
much
of
Southern
Africa,
and a
material portion
of consumers
and small
businesses remain
outside, or
only partially
served by,
the formal
financial
system.
Across
our
footprint
and
adjacent
markets
accessible
through
strategic
partnerships,
we
serve
a
market
of
approximately 250 million people with an estimated serviceable addressable market of approximately ZAR 416 billion in net revenue
by 2030
as of
the date
of this
Annual Report.
This estimate
is derived
from management
analysis using
a range
of external
sources
including but not limited to: Population Reference
Bureau, IMF Database, Global Findex Report - 2025, Global
Data Analytics – SA
Card and
Payments Opportunities
and Risks
to 2028;
July 2024,
BDO –
Unlocking potential
Fintech in
Africa; June
2024, Boston
Consulting Group – Reimagining the Future of Finance; May 2023, combined with internal data, assumptions and management’s best
estimates.
3
Our Go-
To
-Market Model
Our go-to-market model describes how we serve and grow customer relationships in practice. It has five
elements:
1.
Wide breadth of solutions
– Our solutions span the five things we
help customers do – pay, receive, borrow, insure and grow
– and we
win a customer
relationship with a
single critical financial
service at a
relatively stable customer
acquisition cost,
expanding
the
relationship
from
there.
For
example,
a
community
merchant
will
often
first
adopt
our
supplier-enabled
payments product
to pay
for inventory
digitally,
and subsequently
add our
cash vaults,
card acquiring
or a
merchant cash
advance as their business grows. Similarly,
a consumer typically joins us by opening
a transactional account to receive their
monthly
social
security
grant
and
may
over
time
take
up
a
short-term
loan
or
a
funeral
insurance
policy.
This
approach
increases customer
lifetime value
with little
incremental
acquisition cost.
As of
June 30,
2026, approximately
51% of
our
active consumers and approximately 46% of our active merchants used
two or more of our products;
2.
Differentiated reach
– Rather than relying
on online-only sales
or expensive branch networks,
we deploy on-the-ground sales
teams
supported
by
cost-efficient
branches
and
community
service
centers
in
the
rural
and
peri-urban
areas
where
our
customers live and
transact, including close
to the locations where
grant payments are
disbursed. Our merchant
community
channel is built on the same principle, acquiring merchants through direct, face-to-face
sales with rapid conversion cycles;
3.
Digital engagement
– After the
initial in-person
sale, we steer
customers to digital
channels to serve
them more efficiently
and deepen their use of our solutions.
For consumers, this includes our banking
app and unstructured supplementary service
data (“USSD”) channels that
work in real time on
any mobile phone, including
basic feature phones without
internet access
– while merchants manage their deposits, settlements and supplier
payments through our digital merchant account;
4.
Proprietary access to
data
– Our solutions
give us unique visibility
into the transaction
flows of consumers
and merchants,
which we believe
is rare
in our
markets, particularly among
the underserviced. We put
this data
to work directly:
our consumer
lending is underwritten
using our view of the
money flowing in and
out of a consumer’s
account, and our merchant
lending
is underwritten using our visibility into a merchant’s
daily card and cash turnover; and
5.
A unified brand
– In November 2025, we relaunched our businesses under a single Lesaka brand, and during fiscal 2026 we
consolidated
our
brand
identity,
including
a
consistent
articulation
across
all
three
segments
of
what
we
enable
our
customers to do:
pay, receive, borrow, insure and grow. We believe a unified
brand and a
consistent expression of our
offering
build
trust,
support
customer
awareness
and
acquisition
across
divisions
and
facilitate
the
roll-out
and
adoption
of
new
solutions.
Our Business Segments
We operate and
report through three business segments: Merchant, Consumer
and Enterprise.
1. Merchant
Our Merchant Market
We manage
our Merchant operations through two distinct channels:
Community:
serves local, high-growth businesses ranging from kiosks and spaza shops (corner stores) to taverns, marketplaces
and the sole proprietors
and suppliers that serve
them acquired through direct,
face-to-face sales with rapid
conversion cycles. These
merchants
operate in
a largely
cash-based environment,
and we
believe they
will increasingly
adopt digital
payment solutions
and
complementary services as the secular shift from cash to digital payments
progresses.
Corporate:
serves
larger,
more
formal
businesses
from
small
local
retailers
to
multi-lane
stores,
franchises
and
large-scale
organizations that require customized, multi-product
solutions sold through a strategic, longer-term sales process.
As of June 30, 2026, we served approximately 132,000 active merchants.
Merchant Solutions
Our merchant solutions
serve merchants of
all sizes,
helping them accept
payments, manage and
digitize cash, run
their operations
and access working capital. Our merchant solutions and products comprise:
Merchant Acquiring:
card acceptance and payment processing solutions for merchants;
Software:
integrated
point-of-sale
(“POS”)
software
and
hardware,
principally
serving
the
restaurant
industry,
including
Unity, our cloud-based POS offering, which
enables easier integration of
our software and
acquiring propositions into a
single
bundle;
4
Cash Management:
instant
cash digitalization
solutions in a
merchant’s
store through cloud-connected
cash vaults, paired
with digital accounts through which merchants can track deposits and pay
suppliers;
Lending:
access to working capital through merchant cash advances
and business credit, underwritten using our proprietary
visibility into merchants’ transaction activity; and
Alternative Digital Products
(“ADP”):
prepaid solutions (airtime,
data, electricity and
gaming), bill payments,
and supplier-
enabled payments, which allow community merchants to
digitize payments to their suppliers at
competitive pricing and serve
as an entry point into the broader Lesaka merchant ecosystem.
We are dependent on a limited number of software and hardware suppliers. Refer to “Item 1A. Risk Factors” included herein for
more information.
The proposed acquisition of Bank Zero, which is subject
to conditions precedent described herein, primarily deepens, rather than
widens, our merchant proposition. Our merchant product suite does
not change; instead, we expect the banking license will enable us
to enhance
it in
ways previously
unavailable to
us as
a non-bank
including same-day
settlement for
acquiring, integrated
merchant
bank
accounts,
savings
accounts
and
remittance
products,
strengthening
the
competitiveness
and
completeness
of
our
offering
to
existing and prospective merchants.
Merchant Competitive Landscape
We
estimate an addressable
revenue pool of
approximately ZAR 130
billion as of
the date of
this Annual Report,
of which we
believe we have approximately 3% market
share. This estimate is
derived from management analysis using a
range of external sources
including but not limited to: Population Reference
Bureau, IMF Database, Global Findex Report - 2025, Global
Data Analytics – SA
Card and
Payments Opportunities
and Risks
to 2028;
July 2024,
BDO –
Unlocking potential
Fintech in
Africa; June
2024, Boston
Consulting Group
– Reimagining
the Future
of Finance;
May 2023),
peer company
public quarterly
results combined
with internal
data,
assumptions
and
management’s
best
estimates.
We
differentiate
ourselves
by
being
a
customer-led,
rather
than
product-led,
provider.
The
industry
remains
highly
fragmented,
with
most
competitors
providing
one
or
two
products,
while
we
provide
an
integrated suite of solutions; we believe no single competitor offers the range
of solutions we provide. We accordingly face a different
competitive universe
in each product
area: traditional South
African banks are
the principal competitors
in core merchant
acquiring,
while software, cash management and alternative digital products are
contested by a fragmented set of
specialist vendors ranging from
traditional banks, digital lenders, payment service providers and fintechs
.
2. Consumer
Consumer Market
Consumer focuses on
individuals who have historically
been excluded from, or
underserviced by,
traditional financial services.
Although
our
products
are
designed
for
consumers
at
the
lower
socioeconomic
end
of
the
market,
the
infrastructure
and
product
offering allow for a frictionless move upstream to a wider market of
consumers.
There
are
approximately
12.0
million
permanent
grant
beneficiaries
in
South
Africa,
and
approximately
8.0
million
people
receive a Social Relief of Distress (“SRD”) grant each month, according to the South African Social Security Agency (“SASSA”). As
of June 30, 2026, we had approximately 2.1 million active consumers of which approximately 89%
are permanent grant beneficiaries
and approximately 174,000 active
payouts cardholders. We believe that for
consumers receiving welfare grants
from the South
African
government, no
other provider
offers a
transactional account,
lending and
insurance product
within one
ecosystem. Our
proposition
includes a distinctive “last mile” distribution model: we take our services to rural and peri-urban communities across the country,
and
through
digitally
enabled
onboarding
supported
by
Bonngwe,
our
proprietary
customer
relationship
management
engine.
Our
consultants can open an account and issue a physical card at the point of application
in under five minutes.
The acquisition
of Bank
Zero, which
is subject
to conditions
precedent
described herein,
is expected
to materially
widen
the
consumer
market
we
can
address.
Our
traditional
addressable
market
comprises
the
approximately
12
million
grant
beneficiaries
described above. Bank Zero’s
digital banking platform and license
enable us to increase this addressable
market to approximately 24
million people, through
the unlock of a
further approximately 12
million salaried individuals,
a segment positioned
above our grant-
beneficiary base on the income pyramid and for which Bank Zero’s low-cost, digital
-first banking proposition is well suited. This is a
targeted expansion, based on the product offering
we intend to launch for this segment. Our existing consumer product
suite does not
change as a result; rather, the banking license
and Bank Zero’s deposit-taking capabilities allow us to extend
our transactional, lending
and insurance offerings to this broader population over time.
5
Consumer Solutions
Our consumer solutions provide banking,
credit and insurance capabilities
that anchor our relationship
with a consumer and
grow
with their needs over time. Our consumer product offering
includes:
Transactional accounts:
our low-cost transactional account, accessible via card, mobile application, web and USSD. USSD
is an
important channel
for consumers
with limited
or no
data connectivity.
Consumers use
a linked
debit card
and mobile
app to
withdraw cash,
make purchases
and pay
bills, forming
the anchor
relationship
from which
we cross-sell
additional
financial services
Lending:
short-term, unsecured
personal loans
to qualifying
consumers, underwritten
using our
visibility of
cash flows
of
their accounts. For many of our consumers, we provide their first access to regulated
credit;
Insurance:
funeral
insurance
policies
that
help
our
consumers
protect
their
families
and
assets,
cross-sold
through
our
distribution
network
and
Bonngwe
engine.
During
fiscal
2026
we
also
launched
a
funeral
insurance
offering
for
grant
beneficiaries outside the Lesaka consumer base; and
Payouts:
secure payout solutions for
corporate employees who receive
employment-related payments from their
employers
through us.
We do not have a South African
banking license and, therefore, we provide our banking offering through
an arrangement with a
third-party bank. Through the acquisition of Bank Zero,
however, we expect to move our sponsorship arrangement from
African Bank
to Bank Zero. Refer to “Item 1A. Risk Factors” included herein for more information.
Consumer Competitive Landscape
The
consumer
market
we
address
today
is
focused
on
South
African
grant
beneficiaries
and
other
payout
cardholders.
We
estimate an addressable
revenue pool of
approximately ZAR 43
billion as of the
date of this Annual
Report, of which we
believe we
have approximately 5% market share. This estimate is derived from management analysis using a range of
external sources including
but not limited to: South African National Treasury Database 2025/2026, SASSA Statistical Database, peer company public quarterly
results combined
with internal
data, assumptions
and management’s
best estimates.
We
face a
different
set of
competitors in
each
product
area:
banks
are
the
principal
competitors
for
transactional
accounts,
the
lending
market
is
dominated
by
micro-finance
companies and the insurance market by insurance companies.
3. Enterprise
Enterprise Market
Enterprise serves clients with
large ecosystems of billpayers,
tenants, employees or constituents, providing
targeted solutions that
facilitate payments
between consumers
and businesses.
Our network
comprises more
than 650
billers and
over 50
corporate clients
across South Africa as of June
30, 2026, with deep integrations across
municipal councils, utility providers, banks and mobile network
operators who leverage our technology to create readily scalable solutions.
Enterprise Solutions
Our Enterprise product offering is focused across three core verticals:
ADP:
integration
technology
enabling
customers
across
South
Africa
to
purchase
prepaid
solutions
(such
as
airtime,
electricity
or
gaming)
and
pay
bills
through
channels
such
as
retailer
distribution
networks
and
digital
banking
apps.
Following the acquisition of MobileMart Proprietary
Limited (“MobileMart”) in February 2026, we have direct
integrations
into the four
primary mobile network
operators in South
Africa, providing access
to preferential
rates and supplier
availability.
Our ADP
offering
also includes
4All, a
multi-store-of-value
voucher developed
by internal
teams, which
is redeemable
at
more than 40 partners;
Utilities:
a prepaid electricity submetering platform that
enables tenants to purchase and
top up prepaid electricity meters
and
allows landlords to manage
tenant electricity usage without postpaid
risk. This is a low-churn,
annuity-style revenue model,
serving approximately 382,000 active meters as of June 30, 2026, and;
Payments:
the
group’s
proprietary
payment
technology,
including
our
payment
switch,
which
enables
us
to
insource
components
of
the payments
value
chain,
create
efficiencies
and
reduce
third-party
dependencies,
together
with
ancillary
security and tokenization services offered to enterprise clients.
Enterprise also increasingly acts as the group’s central procurement engine for prepaid products: the bulk of merchant electricity
volumes
are
now
processed
via
the
enterprise
segment,
reducing
reliance
on
third-party
providers,
and
we
expect
to
migrate
the
r
emaining ADP volumes offered in merchant to the enterprise segment.
6
The
acquisition
of
Bank
Zero,
which
is
subject
to
conditions
precedent
described
herein,
is
expected
to
extend
Enterprise’s
addressable product set into alliance banking
which provides banking capabilities and
infrastructure to third-party partners, a
vertical
that
was previously
unavailable
to
us
without
a
banking
license. Alliance
banking
leverages
Bank
Zero’s
existing
digital
banking
platform and our enterprise integration capabilities and is consistent with the division’s
capital-light operating model.
Enterprise Competitive Landscape
We
estimate an
addressable revenue
pool of
approximately ZAR
12 billion
as of
the date
of this
Annual Report,
of which
we
believe we have approximately 9% market
share. This estimate is
derived from management analysis using a
range of external sources
including but not
limited to: Electrum –
The State of Value
-Added Services in South
Africa; 2024, South African
National Treasury
Database
2025/2026,
peer
company
public
quarterly
results
combined
with
internal
data,
assumptions
and
management’s
best
estimates. As in Merchant and Consumer, we face competitors within each core
product; at the ADP product offering, our competitors
are
typically
Value
-Added
Services
(“VAS”)
aggregators
and
payment
infrastructure
providers
whereas
within
Lesaka
Utilities
Proprietary Limited, formerly
known as Recharger
Proprietary Limited (“Utilities”),
our competitors are
the prepaid electricity
vendors
who are
a fragmented
collection of
private companies.
However,
we believe
no single
competitor participates
across the
integrated
suite of products offered by our Enterprise Division.
Intellectual Property
We rely on a combination of trademark and copyright laws
and trade secret protections in South
Africa, as well as confidentiality
procedures and contractual provisions, to protect the intellectual property
rights in our products and services.
In South Africa, we have registered intellectual property
rights in respect of our trading
name (“Lesaka”, and derivatives thereof)
and certain product
names and devices
(logos). In Setswana
and Sesotho (both
common languages spoken
in certain African
countries),
the word “Lesaka”
means “kraal”, which
is an enclosure
or pen typically
used for livestock.
Given the general
meaning of the
term,
other businesses use the word in their names and trademarks as well. We may thus have difficulty protecting
our use of the word. The
same applies to our decision to use the image of a foot and foot print as our
logo.
Being a technology-driven
company, our
employees develop intellectual
property used in the
conduct of our business.
We
also
contract
with
external
service
providers
and
consultants
to
assist
in
the
development
of
intellectual
property.
Where
relevant,
the
contract concluded with the
relevant employee / service provider
/ consultant includes provisions for
the assignment of ownership
of
the intellectual property so created to us, as well as other contractual protections
in relation to such intellectual property.
The industries
in which
we compete
rely on
the use
of technology,
and an
enhanced /
improved technology
offering can
be a
competitive advantage. There is no assurance that our intellectual
property rights will not be challenged, invalidated, or circumvented;
that others will not assert intellectual property
rights to technologies that are relevant to
us; or that our rights will
give us a competitive
advantage. In
addition, the
laws of
certain countries
may not
protect our
proprietary rights
to the
same extent
as the
laws of
South
Africa.
For additional
information
regarding some
of the
risks relating
to our
intellectual property
see Item
1A—“Risk
Factors —
Risks Relating to Our Business—
Defending our intellectual property
rights or defending ourselves in infringement
suits that may be
brought against us is expensive and time-consuming
and may not be successful
”.
Human Capital Resources
Our strong leadership
helps enable us
to take on
transformational projects, including our
focus on building
One Lesaka, consistent
with our core values. Shifting our culture to enable our growth ambitions are a key
focus area for us.
Our core values:
Integrity
— Go barefoot on the straight and narrow
Collective Wisdom
— We dance better
together
Entrepreneurial Spirit
— Blaze new trails
Ownership
— Call for the ball
Bias to Action
— Walk slow,
run fast
Resilience
— Put one foot in front of the other
Empathy
— Walk in someone else’s
shoes
Customer First
— Stand for your customer
Efficiency
— Every step counts
Meritocracy
— Recognize results, not roles
These are our values that underpin our mission to make financial inclusion
a reality for all who have been underserviced.
7
Employee training and skills development
Investing
in skills
development
is key
for us
to ensure
that we
grow
the best
talent.
Our employee
training and
development
programs ensure that we have the required available skills and helps us to unlock talent. Offering development and career progression
is a key aspect
of our employee value
proposition. We
offer the following
development programs to
enhance employee performance
and skills:
training programs;
formal training programs for people with disabilities;
leadership development programs;
unemployed and employed learnerships;
internships;
financial assistance to pursue further studies and obtain formal qualifications;
other in-house and cross-functional training to aid with career advancement;
and
succession planning – training interventions to address scarce and critical skills.
Equal opportunity
Our equal
opportunity approach has
not changed, providing
a conducive
work environment
where talent
from any background
can thrive is important to
us. Having an inclusive and
diverse workforce which reflects our economically
active population and society
in general,
is crucial for
helping the organization
attract and retain
talent and is
important for long
-term organizational
success. Our
human capital team in
partnership with our leaders
drive recruiting and retaining
a talented and diverse workforce
with special focus
on hiring previously disadvantaged groups whenever possible. We are committed to hiring qualified candidates without regard to
their
personal status,
while taking
into account
the unique
circumstances affecting
our operations
in South
Africa and
the need
to uplift
previously disadvantaged groups. This commitment extends to all levels of our
organization, including within senior management and
our board of directors.
As of June 30, 2026, the composition of our workforce was:
54% female and 46% male;
39.8% between 18 and 34 years old, 54.6% between 35 and 54 years old,
and 5.6% over 55 years old; and
67% Black, 10% two or more races, 10% Indian and 13% White.
We
continue
to strive
to build
a more
inclusive workforce
and to
enhance our
pay structures
by taking
measures to
eliminate
potential remuneration discrimination
and to help close gender pay gaps
to progress towards gender equality
at work. We
have taken
positive strides towards a rewards philosophy that rewards high performance
and focuses on equal pay for work of equal value.
Employee compensation programs
We
are committed
to
ensuring
that
all
our
employees
are
paid
fair
and
competitive
remuneration. To
that
end,
we
offer the
following to our employees:
Access to a comprehensive medical, dental, and vision plan that our employees
have the option to join;
Access to a defined contribution retirement plan that our employees have
the option to join;
Participation in our Lesaka Employee Share Ownership Plan for qualifying
employees;
Paid sick, study, annual
and family responsibility leave;
Maternity and paternity benefits;
Life and disability insurance coverage;
Financial aid to fund tertiary education for children of employees;
Employee assistance programs; and
Product discounts.
Annual
increases
and
incentive
compensation
are
based
on
merit,
which
is
communicated
to
employees
at
onboarding
and
documented as part of our annual remuneration review process.
8
Our number
of employees
allocated
on a
segmental
and
group
basis as
of the
years ended
June 30,
2026,
2025 and
2024,
is
presented in the table below:
Number of employees
2026
2025
2024
Consumer
(1)
1,514
1,542
1,333
Merchant
(1)
1,883
1,957
1,059
Enterprise
(1)
279
213
130
Total segments
3,676
3,712
2,522
Group
(1)
185
16
9
Total
3,861
3,728
2,531
(1)
Fiscal
2026
includes
one
executive
officer
in
Enterprise
and
four
executive
officers
in
Group.
Fiscal
2025
includes
five
executive officers in Group. Fiscal 2024 includes one executive officer in each of Consumer and Merchant and two executive officers
in Group.
On a
functional basis,
as of
June 30,
2026, 5
of our
employees were
our named
executive officers,
13 senior
managers, 1,544
were
employed
in
sales
and
marketing,
700
were
employed
in
finance
and
administration,
423
were
employed
in
information
technology and development and 1,176 were employed in operations.
Health and safety laws and regulations
We
are
subject
to various
South
African
laws and
regulations
that regulate
the health
and
safety of
our
South African-based
workforce, including
those laws monitored
by the
South African
Department of
Employment and
Labour which
stipulates the
legal
framework within
which we
need to
function. This
framework comprises
the Compensation
for Occupational
Injuries and
Diseases
Act, No. 130 of 1993;
the Occupational Health and
Safety Act, No. 85
of 1993; the Basic
Conditions of Employment
Act, No. 75 of
1997; the Labour Relations
Act, No. 66 of 1995;
the National Minimum Wage
Act, No. 9 of 2018;
the Employment Equity Act,
No.
55 of
1998; the Unemployment
Insurance Act,
63 of
2001 and the
Unemployment Insurance
Contributions Act,
No. 4 of
2002; and
the Broad-Based
Black Economic
Empowerment Act,
No. 53
of 2003.
We
have implemented
and regularly
update human
capital-
related policies that are designed to ensure compliance with applicable
South African laws and regulations.
9
Our Executive Officers
The table below presents our executive officers, their
ages and their titles:
Name
Age
Title
Ali Mazanderani
44
Executive Chairman and Director
Dan Smith
54
Group Chief Financial Officer and Director
Naeem E. Kola
53
Group Chief Operating Officer and Director
Lincoln Mali
58
Chief Executive Officer: Southern Africa and Director
Steven Heilbron
61
Head of Corporate Development and Director
Ali Mazanderani
has been our Executive
Chairman since February 1,
2024. He is a fintech
investor and entrepreneur.
He is the
co-founder
and
chairman
of Teya,
a pan-European
fintech. He
is also
a non-executive
director
on the
board of
several companies
including Thunes (Singapore based
private fintech), Kushki (Latin
American payments company) and
is the president
of The European
Digital Payments Industry Alliance
(EDPIA). He was previously
on the board of
several other leading payments
companies globally
including
StoneCo
(Nasdaq:
STNE)
in
Brazil
and
Network
International
Holdings
Plc
(LSE:NETW)
in
the
Middle
East.
He
was
formerly a Partner at Actis, a London-based emerging market private equity firm, where
he led multiple landmark fintech investments
globally. Prior to his career at Actis, Mr.
Mazanderani advised private equity and corporate clients for OC&C Strategy Consultants in
London
and
served
as
lead
strategy
consultant
for
First
National
Bank
based
in
Johannesburg.
He
holds
postgraduate
degrees
in
Economics from
the University of
Pretoria, Oxford University
and the London
School of Economics,
an MBA from
INSEAD and a
Masters in Business Law from the University of St Gallen.
Dan Smith
has been our Group Chief Financial Officer since October 1, 2024. He has held various roles in the financial services
sectors
in
South
Africa
and
the
United
Kingdom.
Mr.
Smith
is
a
director
of
ADvTECH
Limited
(JSE:
ADH).
He
founded
DLS
Advisors in
2020 and
was its
CEO until
joining VCP
in 2021,
where he
was employed
until September
2024. Prior
to that,
he was
employed by Standard
Bank South Africa
for a number
of years where
he accumulated vast
corporate finance
experience, including
heading the
Mergers &
Acquisitions investment
banking team.
He holds
a Bachelor
of Commerce,
a Bachelor
of Accounting
and a
Higher Diploma in Taxation
Law from the University of
Witwatersrand and
is a Chartered Accountant (SA).
He is a Graduate of the
Oxford Fintech
Programme from
the Saïd
Business
School, University
of
Oxford. He
also
has
an
Advanced
Valuation
Techniques certification from
the Gordon Institute
of Business Science
and a Diploma
in Strategic Client
Management from
the UCT
Graduate School of Business.
Naeem E. Kola
has been our
Group Chief Operating
Officer since October 1,
2024, and was
previously our Group
Chief Financial
Officer from March 1, 2022 until September 30, 2024. Mr. Kola has progressively held senior finance roles in Dubai, most notably
as
Chief Financial Officer of the Emerging
Markets Payments Group (“EMP”), a high-growth
fintech business that grew materially and
successfully concluded and integrated
five acquisitions during
Mr. Kola’s six-year tenure as Chief
Financial Officer. Prior to becoming
Chief Financial Officer, Mr. Kola
was Senior Vice President
for Investments, Strategy
and Business Planning
at Network International.
Since the acquisition
of EMP by
Network International in
2017, Mr.
Kola had been an
Operations Director and
Strategic Advisor to
the emerging market private equity firm
Actis, where he again focused on fintech businesses.
He is a qualified Chartered Accountant
(SA) and a member of the South African Institute of Chartered Accountants.
Lincoln Mali
has been our Chief
Executive Officer: Southern Africa since
May 1, 2021.
Mr. Mali is a financial
services executive
with over 25 years
in the industry.
Until April 2021, he
was the Head of
Group Card and Payments
at Standard Bank
Group, having
served in many different roles
within that organization since 2001. Mr. Mali chaired
the board of directors
of Diners Club South
Africa
until April 2021, and
was a member of the
Central and Eastern Europe,
Middle East and Africa Business
Council for Visa.
Mr. Mali
holds
Bachelor
of
Arts
(BA)
and
Bachelor
of
Laws
(LLB)
degrees
from
Rhodes
University,
an
MBA
from
Henley
Management
College,
various
diplomas
and
attended
an
Advanced
Management
Program
at
Harvard
Business
School.
In
2026,
Mr.
Mali
was
awarded an honorary
degree in Human
Services from Urban
College of Boston,
a certificate of
recognition from the
City of Boston
for his global contributions to philanthropy, youth development and community empowerment,
as well as the 2026 Legacy Award, an
official citation from the Massachusetts Senate.
Steven
Heilbron
joined
us
following
the
acquisition
of Connect
in
2022.
Mr.
Heilbron
has two
decades
of
financial
services
experience,
having
spent
19
years
working
for
Investec
in
South
Africa
and
the
UK,
where
he
served
as
Global
Head
of
Private
Banking and Joint Chief Executive Officer of Investec Bank plc. He led a private consortium that acquired Lesaka Cash Management
Proprietary
Limited,
formerly Cash
Connect
Management
Solutions
Proprietary
Limited, in
2013.
Mr.
Heilbron has
presided over
significant
organic
growth
in the
rebranded
Connect
Group,
as
well
as
spearheading
the
successful
acquisition
and
integration
of
Kazang and EFTpos acquired from
the Paycorp Group in February
2020. He is a member of
the South African Institute of
Chartered
Accountants.
10
Financial Information about Geographical Areas and Operating
Segments
Refer
to
Note
21
to
our
audited
consolidated
financial
statements
included
in
this
Annual
Report,
which
contains
detailed
financial information about our
operating segments for fiscal 202
6, 2025
and 2024. Revenues based on
the geographic location from
which the sale
originated and geographic
location where
long-lived assets are
held for
the years ended
June 30, are
presented in
the
table below:
Revenue
(1)
Long lived assets
2026
2025
2024
2026
2025
2024
$'000
$'000
$'000
$'000
$'000
$'000
South Africa
679,021
624,846
537,594
403,085
392,098
286,700
India (MobiKwik)
-
-
-
-
-
76,297
Rest of the world
42,533
34,855
26,628
8,609
3,055
2,548
Total
721,554
659,701
564,222
411,694
395,153
365,545
(1)
Refer to
Note 16
to our
audited consolidated
financial statements
included
in this
Annual Report
which contains
detailed
financial information about our revenue for fiscal 2026, 2025 and 2024.
Government Regulation
We
are
subject
to
a
wide
range
of
laws,
regulations,
and
legal
requirements
globally,
including
those
that
may
apply
to
the
products and
services offered
by our
businesses, and
those that
apply more
generally to
companies operating
in each
jurisdiction in
which
we
are
incorporated
and/or
operate,
including
requirements
related
to
(among
others)
privacy,
data
storage
and
protection,
advertising, employment relations. These requirements are continually evolving, and they can be unclear and vary
significantly across
jurisdictions.
We
monitor
material
regulatory
developments
in
the
jurisdictions
in
which
we
operate
and
maintain
procedures
and
controls designed
to support
compliance with
applicable legal
and regulatory
requirements. A
number of
the products
and services
offered
by
our
businesses
are
subject
to
regulation
by
certain
regulatory
authorities
/
government
bodies,
and
require
us
to
have
appropriate licences, approvals, registrations, authorizations or
regulatory approvals.
South Africa
Our South African operations are subject to the oversight of several regulatory
authorities, including the following:
The Prudential Authority, which is housed within the South African Reserve Bank, is responsible for supervising
the soundness,
governance, risk management and capital
adequacy of financial institutions. Our insurance
business, Lesaka Life Limited,
is a licensed
life insurer
and subject
to prudential
supervision
and oversight
by the
Prudential Authority.
The Prudential
Authority exercises
its
functions under the
Financial Sector Regulation
Act, 2017 and
applicable sector laws.
The Act establishes
South Africa's "Twin Peaks"
regulatory framework
and creates
the Prudential
Authority and
the Financial
Sector Conduct
Authority (discussed
below). The
Act
grants the Prudential Authority extensive supervisory,
inspection, enforcement and information-gathering powers.
Lesaka Life
Limited is
also subject
to regulation
under the
Insurance Act,
2017 and
Long-term Insurance
Act, 1998
(together
with the applicable subordinated legislation). The Insurance Act is the primary prudential statute governing
licensed insurers. For life
insurers such
as Lesaka
Life Limited,
the Act
regulates: licensing
and ongoing
authorization requirements;
requirements regarding
capital adequacy,
solvency and
financial soundness;
governance, risk
management and
internal control
frameworks; fit
and proper
requirements for directors,
key persons and significant
owners; regulatory reporting
and disclosure obligations; and
compliance with
prudential standards issued by the Prudential Authority.
Remaining
operative
provisions
of
the
Long-term
Insurance
Act
are
aimed
at
conduct
of
business
policyholder
protection.
Together
with the
Policyholder Protection
Rules, the
Act regulates
matters such
as: policy
terms and
contractual requirements;
fair
treatment
of
policyholders;
premium
collection,
claims
handling
and
settlement
processes;
restrictions
on
commissions
and
intermediary remuneration; and certain conduct-related requirements.
The National Payment System Department is a department within the South
African Reserve Bank responsible for the regulation
of South Africa's National
Payment System. A
few of our group
companies participate in
the National Payment
System, either as
an
authorized system operator
(an SO) or a
registered third-party payments
provider (a TPPP).
These entities are
subject to compliance
with the National Payment System Act, 1998 (together with
the applicable directives published thereunder). TPPPs (which are subject
to regulation in
terms of Directive 1
of 2007) are required
to ensure that payments
to third persons
are processed in
accordance with
the applicable
regulatory framework
and that
proceeds of
payment instructions
are handled
in a
secure and
controlled manner.
SOs
(which are subject
to regulation in terms
of Directive 2 of
2007) are required
to ensure the reliable,
secure and efficient
operation of
payment infrastructure that supports payment clearing and settlement activities. Both TPPPs and SOs are subject to
ongoing oversight
by the
National Payment
System Department
and must
comply with
directives relating
to, among
other matters,
conduct within
the
National Payment
System, operational
resilience, cyber-risk
management, reporting
obligations and
any conditions
attached to
their
registration or authorization.
11
The
National
Payment
System
Department
is
currently
reviewing
and
modernising
the
regulatory
framework
applicable
to
payment system participants (which includes TPPPs and SOs) and
have issued drafts of the proposed new
directive, which is expected
to introduce a more comprehensive authorization and oversight framework for payment service providers. The proposed
reforms have
not
yet
been
finalised.
Accordingly,
affected
group
entities
continue
to
comply
with
the
existing
regulatory
framework
while
monitoring developments in the proposed reforms.
Governance of the national payments system is
also undergoing a significant transformation as part of
the South African Reserve
Bank’s ongoing work to strengthen
the regulatory, supervisory, oversight and operational architecture needed
to support safe,
efficient,
transparent and
resilient payments in
South Africa.
With effect
from September
2, 2026, the
South African
Reserve Bank withdrew
its recognition
of the
Payments
Association
of
South
Africa as
the payment
system
management body
and
introduced transitional
arrangements
relating
to
existing
system
operator
authorizations
and
third-party
payment
provider
registrations.
Existing
arrangements, rules, agreements and authorizations remain in force unless
otherwise determined by the South African Reserve Bank.
Furthermore, certain entities are authorized financial services providers (“FSPs”) under the Financial Advisory and Intermediary
Services Act, 2002. The Act regulates the rendering of
financial advice and intermediary services to clients and establishes
licensing,
fit-and-proper,
conduct and supervisory
requirements for
financial services
providers and their
representatives. Authorized
FSPs are
subject to ongoing supervision and enforcement by the Financial Sector Conduct Authority (under the
purview of the Financial Sector
Regulation Act, 2017). Authorized FSPs are required to conduct their business honestly,
fairly, with due skill, care and diligence, and
in the interests of their customers while maintaining compliance with applicable
conduct standards and regulatory requirements.
Our consumer lending business, operated by Lesaka Financial Services Proprietary Limited, is a registered credit provider under
the National Credit
Act, 2005,
which serves to
regulate the
provision of
credit, protect
consumers, promote
responsible lending
and
prevent over-indebtedness.
The Act requires registered
credit providers to conduct
affordability assessments before
extending credit,
prohibits reckless
lending and
unfair credit
practices, regulates
credit marketing
and disclosures,
limits or prescribes
maximum fees
and interest charges, and grants
consumers extensive rights relating
to information, privacy and fair
treatment. The Act also provides
mechanisms
for
debt
review
and
debt
reorganisation
where
consumers
become
over-indebted,
and
establishes
the
National
Credit
Regulator and National Consumer Tribunal to
supervise compliance and enforce the legislation.
Further,
both
the
life
insurer
and
the
financial
services
providers
are
also
subject
to
compliance
with
Financial
Institutions
(Protection of Funds)
Act, 2001, which
seeks to
regulate the integrity, safety, and
proper administration of
client funds held
by financial
institutions. The Act imposes duties on financial institutions
and relevant persons concerning the custody,
investment, administration
and protection of money and other property entrusted to them.
The Financial
Intelligence
Centre Act,
2001 establishes
South
Africa's anti-money
laundering,
counter-terrorist
financing and
counter-proliferation
financing
framework
and
imposes
a
range
of
obligations
on
entities
classified
as
accountable
institutions.
A
number of
the group
entities also
qualify as
accountable institutions.
The Act
requires accountable
institutions to
implement a
risk-
based compliance framework; conduct customer due diligence and beneficial ownership verification; screen against targeted financial
sanctions; monitor and report
prescribed transactions and suspicious
activities; maintain appropriate records
and training; and establish
appropriate
governance
and
oversight
of
compliance
with
the
requirements
of
the
Act.
The
Financial
Intelligence
Centre is
South
Africa’s
financial
intelligence
unit,
mandated
to
assist
in
identifying
the
proceeds
of
crime,
and
in
combating
money
laundering,
terrorist financing
and the
financing of
proliferation of
weapons of
mass destruction
through its
supervision of
compliance with
the
Act.
As a customer-focused business operating in the consumer
domain, we are also subject to
(i) the Consumer Protection Act, 2008,
which regulates the supply of goods and services to consumers; and (ii) the Protection of Personal Information Act, 2013 which seeks
to protect
personal information
relating to
identifiable natural
and juristic persons,
where applicable
and regulate
how organisations
collect, use, store, share and delete, destroy or de-identify that information.
Outside of South Africa
In Botswana, the key legislation is the Electronic Payment
Services Regulations, 2019 and the Financial Intelligence
Act, 2022.
In this regard, Lesaka Payment
Services Botswana Proprietary Limited
holds an electronic payments
services (EPS) provider licence
issued by the Bank of Botswana and qualifies as an accountable institution under the Financial Intelligence Act, 2022. The Electronic
Payment
Services
Regulations
require
licensees
to
maintain
appropriate
governance
structures,
internal
controls, risk
management
frameworks, technological infrastructure, capital adequacy and liquidity
arrangements. They also impose requirements relating to the
safeguarding
of
customer
funds;
execution
of
payment
transactions;
record
retention;
outsourcing
arrangements;
and
regulatory
reporting. The
Financial Intelligence
Act, together
with the
relevant regulations
/ guidelines,
regulates the
measures to
be taken
to
prevent
and/or
identify
money
laundering,
terrorist
financing
and
proliferation
financing.
In
Botswana,
the
Financial
Intelligence
Agency, is mandated to request, receive and disseminate information to investigatory,
supervisory and other competent authorities, as
well as comparable bodies, to support the prevention, detection,
investigation and prosecution of financial offences, including
money
laundering, terrorist financing and
the financing of proliferation of weapons
of mass destruction, and to
assist supervisory authorities
in carrying out their functions under the Act.
We are also subject to (i) the Consumer Protection Act, 2018, which regulates the provision of goods and services to consumers;
and (ii) Data Protection Act, 2024 which seeks to protect individuals’ personal data and regulate how organisations collect, use, store,
d
isclose and destroy that data.
12
In Namibia,
the key
regulation
is the
Payment
System Management
Act, 2023
(together with
the applicable
determinations
/
notices published thereunder). In this
regard, two of our entities, Lesaka
Online Namibia (Proprietary) Limited
and Lesaka Merchant
Technologies
Namibia (Proprietary)
Limited, are licensed
payment service providers,
subject to regulation
by the Bank
of Namibia.
The Act regulates the licensing and ongoing supervision of
payment service providers, the authorization of payment system operators,
safeguarding and trust-account arrangements
where applicable, operational and
technical requirements, consumer
protection, reporting
and the Bank of Namibia’s
inspection and enforcement powers.
In Kenya, privacy
law is primarily governed
by the Data Protection
Act No. 24 of 2019,
which applies to all
public and private
organisations.
In the course of conducting our business in Kenya, we are obliged to comply with the
provisions of the Act in relation
to the collection, processing, storage and transfer of all personal data.
The above focusses on
those jurisdictions in
which we have separately
incorporated entities.
In jurisdictions where
we operate
but do not have incorporated
entities, we comply with all
applicable legal and regulatory
requirements that apply to the
products and
services offered by our businesses.
For more information on the
risks relating to our regulatory environment,
see the section titled Item 1A—“Risk
Factors—Risks
Relating to Government Regulation.”
Corporate history
Lesaka was incorporated
in Florida in
May 1997 as
Net 1
UEPS Technologies, Inc. and
changed its name
to Lesaka Technologies,
Inc. on May 12, 2022. In 2004, Lesaka acquired Net1 Applied Technology
Holdings Limited (“Aplitec”), a public company listed on
the Johannesburg
Stock Exchange
(“JSE”). In
2005, Lesaka
completed an
initial public
offering
and listed
on the
NASDAQ Stock
Market. In
2008, Lesaka
listed on
the JSE
in a
secondary listing,
which enabled
the former
Aplitec shareholders
(as well
as South
African residents generally) to hold Lesaka common stock directly.
Available information
We
maintain a website
at www.lesaka.tech.
Our Annual Report,
Quarterly Reports on
Form 10-Q, Current
Reports on Form 8-
K, and amendments to those reports, as well as our proxy statements, are available free of charge through the “SEC filings” portion of
our website, as soon as reasonably practicable after they are filed
with the SEC. The information contained on, or accessible through,
our website is not incorporated into this Annual Report.
The SEC
maintains a
website at
www.sec.gov
that contains
reports, proxy
and information
statements, and
other information
r
egarding issuers that file electronically with the SEC.
13
ITEM 1A. RISK FACTORS
OUR OPERATIONS
AND FINANCIAL
RESULTS
ARE SUBJECT
TO VARIOUS
RISKS AND
UNCERTAINTIES,
INCLUDING
THOSE
DESCRIBED
BELOW,
THAT
COULD
ADVERSELY
AFFECT
OUR
BUSINESS,
FINANCIAL
CONDITION, RESULTS
OF OPERATIONS,
CASH FLOWS, AND THE TRADING PRICE OF OUR COMMON STOC
K
Risks Relating to Our Business
To
achieve our mission, our
strategy is to build
and operate the leading
South African full-service
fintech platform offering
cash management,
payment and
financial services.
Our future
success, and
our ability
to sustain
profitability and
positive cash
flow, is substantially dependent on our ability to complete
the implementation of this strategy successfully.
Our board conducted an extensive
review of our business strategy
and operations in July 2020,
and decided to focus on
our South
African
operations
and other
business opportunities
in South
Africa and,
to a
lesser extent,
the rest
of the
African continent.
Over
recent years, we have pursued strategic acquisitions, technology investments, business
integration initiatives, and the expansion of our
financial services offering. These
have included the integration
of Lesaka Cash
Management Pty Ltd, Adumo
(RF) Pty Ltd,
and Lesaka
Utilities Pty
Ltd, as
well as
growth across
the Group’s
Consumer,
Merchant, and
Enterprise divisions.
The proposed
acquisition of
Bank Zero described herein remains subject to the fulfilment or waiver
of applicable conditions precedent. The successful realization
of anticipated
benefits remains
subject to
various internal
and external
factors, including
market conditions,
competitive pressures,
regulatory developments, technology advancements, integration execution, and customer
adoption of products and services.
However,
we cannot assure you that we will be able to complete our strategy successfully
and sustain profitability and positive cash flow.
Even where we are
profitable, achieving net income
does not necessarily ensure
positive cash flow.
Failure to effectively execute
on our strategy, achieve
targeted synergies, sustain revenue
growth, manage costs,
or maintain positive
cash generation could
adversely
impact
financial
performance,
strategic
objectives,
and
long-term
shareholder
value.
We
therefore
cannot
assure
you
that
we
will
sustain or increase profitability in the future and if we do not, our business will be materially
and adversely affected.
We
have a significant
amount of indebtedness
that requires us
to comply
with restrictive and
financial covenants.
If we are
unable to comply with these covenants,
we could default on this debt,
which would have a material adverse effect
on our business
and financial condition.
As of June 30,
2026, we had
aggregate borrowings outstanding
of ZAR 3.5 billion
($210.7 million translated
at exchange rates
as of June
30, 2026). We partially funded
certain of our
acquisitions through South
African bank borrowings.
We, together with Lesaka
Technologies Proprietary
Limited (“Lesaka SA”) and the majority of Lesaka SA’s
directly and indirectly wholly-owned subsidiaries,
have
agreed
to guarantee
the obligations
of Lesaka
SA and
of the
other
borrowers
under certain
of the
borrowings
to the
lenders.
Certain of these borrowings contain customary covenants
which include a requirement for Lesaka SA to maintain
specified Net Debt
to EBITDA and Interest
Cover Ratios (as defined
in the lending agreements)
and restricts the ability
of Lesaka SA, and certain
of its
subsidiaries to make certain distributions with respect to their capital stock,
prepay other debt, encumber their assets, incur additional
indebtedness,
make
investment
above
specified
levels,
engage
in
certain
business
combinations
and
engage
in
other
corporate
activities.
The borrowings through our merchant lending operations, through Lesaka Capital Proprietary Limited (formerly known as Cash
Connect Capital
Proprietary Limited)
(“Lesaka Capital”)
and Lesaka
Fuel Proprietary
Limited (formerly
known as
K2020 Connect
Proprietary Limited) (“Lesaka Fuel”), include a ZAR 400 million revolving credit
facility agreement. This facility contains customary
covenants that require the
borrowing parties to
collectively maintain a
specified capital adequacy ratio,
restrict the ability of
the entities
to make certain
distributions with respect
to their capital
stock, encumber their
assets, incur additional
indebtedness, make investments,
engage in certain business combinations and engage in other corporate activities.
These security arrangements and covenants may
reduce our operating flexibility or
our ability to engage in
other transactions that
may
be
beneficial
to
us.
If
we
are
unable
to
comply
with
the
covenants,
we
could
be
in
default
and
the
indebtedness
could
be
accelerated. If this were to occur, we might not be able to obtain waivers of default or to refinance the debt with another lender and as
a result, our business, financial condition and stock price would suffer.
Failure to complete,
or delays in completing,
the Bank Zero acquisition,
could materially and adversely
affect our results
of
operations and stock price.
The
completion
of the
Bank
Zero
acquisition
is subject
to
a
number
of
conditions
precedent,
including
receipt
of
regulatory
approvals and certain third-party consents. Some of these conditions are
outside our control.
To
complete
the
acquisition,
we
must
make
certain
filings
with,
and
obtain
certain
consents
and
approvals
from,
various
governmental and regulatory authorities.
The regulatory approval processes may
take a lengthy period of time to complete,
and there
can be no assurance
as to the outcome
of the approval processes,
including the undertakings
and conditions that
may be required for
approval, or whether the regulatory approvals will be obtained at all.
In addition,
the completion
of the
acquisition is
conditional
on, among
other things,
no action
or circumstance
occurring that
w
ould result in a material adverse effect on the Bank Zero’s
business operations or financial results.
14
We cannot
provide any assurance regarding if or
when all conditions precedent to the acquisition
will be satisfied or waived. If,
for any reason, the acquisition is
not completed, or its completion is
materially delayed and/or the transaction agreement is terminated,
the market price of our common stock may be materially and adversely
affected.
In addition, if the acquisition is not completed for any reason, there are risks that (i) the announcement of the acquisition and (ii)
the dedication
of management’s
attention and other
of our resources
to the completion
thereof, could have
a negative impact
on our
relationships with our stakeholders
and could have a material
adverse effect on
our current and future operations,
financial condition
and prospects.
We
may not realize
some or all
of the anticipated
benefits from the
Bank Zero acquisition
or we may
fail to realize
some or
all of the expected benefits of certain recently integrated acquisitions, including Adumo
and Utilities
Even
if
we
complete
the
Bank
Zero
acquisition,
we
may
experience
unforeseen
events,
changes
or
circumstances
that
may
adversely affect us. For
example, we may
incur unexpected costs,
charges or expenses resulting
from the transaction,
including charges
to
future
earnings
if
Bank
Zero’s
business
does
not
perform
as
expected.
Our
expectations
regarding
Bank
Zero’s
business
and
prospects
may not
be realized,
including
as a
result of
changes in
the financial
condition of
the markets
that Bank
Zero serves.
In
addition, there are risks associated with Bank Zero’s product and service offerings or
results of operations, including the risk of failing
to comply with certain regulatory rules required to operate its business.
Further,
there
are numerous
challenges, risks
and
costs involved
with integrating
the operations
of Bank
Zero with
ours. For
example, integrating
Bank Zero
into our
company will
require significant
attention from
our senior
management which
may divert
their attention from our day-to-day business. The difficulties of
integration may also be increased by cultural differences between our
two organizations and the necessity of retaining and integrating
personnel, including Bank Zero’s
key employees.
Our Sarbanes-Oxley
Act of
2002 (“Sarbanes”)
management certification
and auditor
attestation regarding
the effectiveness
of
our internal
control over financial
reporting as of
June 30, 2026,
includes the operations
of Adumo and
Utilities as these
entities are
now in scope
for this attestation.
However, the
aforementioned entities are
still in the process
of becoming SOX
compliant. Refer to
Item 9A for further
detail. The requirement to
evaluate and report on our
internal controls also applies to
companies that we acquire,
including
Bank
Zero.
The future
integration
of
Bank
Zero into
our
internal
control
over financial
reporting
is expected
to
require
significant time and resources from
our management and other personnel
and is expected to increase
our compliance costs. If we
fail
to
successfully
integrate
the
operations
of
Bank
Zero
into
our
internal
control
over
financial
reporting,
our
internal
control
over
financial reporting may not be effective.
As such, if some or
all of the aforementioned
risks materialize, our ability to
successfully integrate Bank Zero’s
operations into
our business
and realize
the associated
benefits of
that acquisition
could be
adversely impacted.
This could
lead to
the recording
of
material impairments, and as a result, our financial condition, results of
operations, cash flows and stock price could suffer.
We may undertake
acquisitions that could increase our costs or liabilities or be disruptive to our business.
Acquisitions are
an integral part
of our new
growth strategy
as we seek
to expand our
business and deploy
our technologies
in
new markets
in Southern
Africa. However,
we may
not be
able to
locate suitable
acquisition
candidates at
prices that
we consider
appropriate.
If
we
do
identify an
appropriate
acquisition
candidate,
we
may
not be
able to
successfully
negotiate
the
terms
of
the
transaction, finance it
or, if the
transaction occurs, integrate the
new business into
our existing business.
These transactions may
require
debt financing or additional equity financing, resulting in additional leverage
or dilution of ownership.
Acquisitions of businesses
or other material
operations and the
integration of these
acquisitions or their
businesses will require
significant attention
from members
of our senior
management team,
which may
divert their
attention from
our day-to-day
business.
The difficulties
of integration
may be
increased by
the necessity
of integrating
personnel with
disparate business
backgrounds
and
combining
different
corporate cultures.
We
also may
not be
able to
retain key
employees or
customers
of an
acquired business
or
realize
cost
efficiencies
or
synergies
or
other
benefits
that
we
anticipated
when
selecting
our
acquisition
candidates.
Acquisition
candidates may have liabilities or adverse operating issues that we fail to
discover through due diligence prior to the acquisition.
We
may
need
to record
write-downs
from future
impairments of
goodwill or
other intangible
assets, which
could reduce
our
future reported earnings.
We
may
identify
additional
errors
related
to
our
Value
Added
Tax
(VAT)
processes,
indirect
tax
positions,
or
similar
transaction-level tax matters, which could require future adjustments to
our financial statements.
During
the
second
quarter
of
fiscal
2026,
we
identified
errors
in
the
historical
VAT
treatment
of
certain
gaming
voucher
transactions within our Merchant business. Although we
have completed an initial review of the matter and
determined to correct the
identified errors through revisions to our previously issued financial statements, our review is ongoing. Refer to Note 1 to our audited
consolidated financial
statements for
additional information.
The error
arose from
the incorrect
application of
indirect tax
rules, the
configuration of underlying systems, and operational practices involving
downstream vendors.
15
While we have
implemented remedial actions,
including enhancing our
system of internal
control and conducting
further analyses
with our external
advisors, there is
a risk that
we have not
identified all errors
associated with this
matter.
Additional issues
may be
discovered
as
we
continue
to
evaluate
historical
periods,
refine
our
technical
tax
conclusions,
or
from
inadequate
updates
to
our
systems. Moreover,
similar errors
could exist
in accounting
and reporting
for other
indirect tax
transactions particularly
where
our
business
involves
complex
multi-party
arrangements,
voucher
products,
commissions,
or
activities
involving
non-registered
VAT
vendors.
Identification
of
additional
errors
may
require
us
to
record
further
adjustments,
amend
or
restate
previously
issued
financial
statements, update our tax filings,
make additional payments of tax,
penalties, or interest, or
make further enhancements to our internal
control processes. Any such developments could result in increased compliance costs,
additional administrative burdens, diversion of
management
attention,
or
investor
perceptions
of
weaknesses
in
our
financial
reporting
or
tax
compliance
processes.
If
material,
additional errors could
also adversely affect
our financial condition,
results of operations,
liquidity,
or internal control
over financial
reporting.
Geopolitical conflicts,
including the
conflict between
Russia and
Ukraine and
in the Middle
East, may
adversely affect
our
business and results of operations.
Global economic and geopolitical
conditions continue to influence
the environment in which
we operate. Heightened geopolitical
tensions, including the conflict between Russia and Ukraine and ongoing conflicts in the Middle East,
have contributed to volatility in
global financial
markets and increased
macroeconomic uncertainty.
We
have no direct
operations, assets or
revenue exposure
in the
affected regions. However, the indirect effects of these developments may adversely impact the South African operating
environment,
our
primary
market,
including
through
foreign
exchange
volatility,
inflationary
pressures,
tighter
external
funding
conditions,
and
reduced
consumer affordability.
While we
do not
currently believe
these developments
have had
a material
effect on
our financial
position,
results
of operations
or
cash flows,
geopolitical
conditions
remain
fluid
and
their broader
consequences
are uncert
ain.
A
continuation
or escalation
of these
conflicts,
or their
expansion to
surrounding
areas, could
adversely
affect
our business,
and
any
material changes to our risk profile or financial position will be disclosed in
accordance with applicable regulatory requirements.
A prolonged economic slowdown or lengthy or severe recession in South
Africa or elsewhere could harm our operations.
A prolonged economic
downturn or recession
in South Africa
could materially
impact our results
from operations, particularly
in light
of electricity
disruptions, a
significantly weak
USD/ ZAR
exchange rate
compared with
previous periods,
and our
strategic
decision to
focus on
our South
African operations.
In October
2025, South
Africa exited
the Financial
Action Task
Force grey
list
after completing
the required
reforms. The
removal from
the grey
list was widely
viewed as
positive for
investor sentiment,
capital
flows, funding costs, and international business confidence in South Africa.
However, economic confidence in South Africa, our main
operating environment, has been historically low and, as a result, there is a risk of a prolonged economic downturn, which could have
a negative impact
on merchants and
retailers; mobile phone
operators; our account
holders; the level
of transactions we
process; the
take-up of
the financial
services we
offer and
the ability
of our
customers to
repay our
loans or
to pay
their insurance
premiums. If
financial
institutions
and
retailers
experience
decreased
demand
for
their
products
and
services,
our
hardware,
software,
related
technology sales and processing revenue could decrease.
Our consumer microlending
loan book and
merchant lending book
expose us to
credit risk and
our allowance for
doubtful
finance loans receivable may not be sufficient to absorb future write-offs.
All of our microfinance loans made are for a period of nine months or less and all of our merchant
lending is for a period of less
than
12
months.
We
have
created
an
allowance
for
doubtful
finance
loans
receivable
related
to
these
books.
When
creating
the
allowance, management considered factors including the period
of the finance loan outstanding, creditworthiness
of the customers and
the past payment
history of the borrower.
We
consider this policy
to be appropriate
as it takes into
account factors such
as historical
bad debts, current
economic trends and
changes in our customer
payment patterns. However,
additional allowances may
be required
should the ability of our customers to make
payments when due deteriorate in the future. A
significant amount of judgment is required
to assess the ultimate recoverability of these microfinance loan receivables.
We
may face competition
from other companies
that offer innovative
payment technologies and
payment processing, which
could result
in the
loss of
our existing
business and
adversely impact
our ability
to successfully
market additional
products and
services.
Our primary competitors in
the payment processing
market include other independent
processors, as well
as financial institutions,
independent
sales
organizations,
new
digital
and
fintech
entrants
and,
potentially
card
networks.
Many
of
our
competitors
are
companies who
are larger
than we
are and
have greater
financial and
operational resources
than we
have. These
factors may
allow
them to offer better pricing
terms or incentives to customers, which
could result in a loss of our potential
or current customers and/or
force us to lower our prices. Either of these actions could have a significant effect
on our revenues and earnings.
16
Our future success will depend in part
on our ability to attract, integrate, retain
and incentivize key personnel and a sufficient
number of skilled employees, particularly in the technical, sales and senior management
areas.
We believe our management team has the right experience
and skills to execute on our strategy. However,
in order to succeed in
our product
development and
marketing efforts,
we may
need to identify
and attract new
qualified technical
and sales personnel,
as
well as motivate and retain our
existing employees. As a result, an
inability to hire and retain such
employees would adversely affect
our ability to
achieve our strategic
goals and maintain
our technological relevance.
We may face difficulty in
assimilating, transitioning
and integrating
newly-hired
personnel or
management of
any future
acquisitions into
our existing
management team,
and this
may
adversely affect
our business. Competitors
may attempt
to recruit
our top
management and
employees. In
order to
attract and retain
personnel in
a competitive
marketplace, we
must provide
competitive pay
packages, including
cash and equity
-based compensation
and
the
volatility
in
our
stock
price
may
from
time
to
time
adversely
affect
our
ability
to
recruit
or retain
employees.
We
do
not
maintain
any
“key
person”
life
insurance
policies.
If
we
fail
to
attract,
integrate,
retain
and
incentivize
key
personnel
and
skilled
employees, our ability to manage and grow our
business could be harmed and our product
development and marketing activities could
be negatively affected.
Cybersecurity breaches and other system disruptions pose a significant threat to business
operations.
As a fintech organization reliant on digital infrastructure, we
are highly susceptible to cybersecurity incidents involving sensitive
data
such
as personally
identifiable
information
(“PII”),
payment
card
information
(“PCI”),
and
proprietary
business records.
Our
exposure
includes
the
risk
of data
breaches,
ransomware,
denial-of-service
attacks,
and
unauthorised
system
access.
Although
we
follow the National Institute
of Standards and
Technology (“NIST”) Cybersecurity Framework in our
security controls, evolving cyber
threats mean
no system
is invulnerable.
A successful
cybersecurity
breach,
especially
with increased
adoption
of AI
technologies,
could result in
financial losses, regulatory
penalties, reputational damage, operational
interruptions, and legal
consequences. Prolonged
or
frequent
breaches
or
system
disruptions
may
diminish
customer
trust,
potentially
leading
customers
to
consider
our
systems
unreliable, which could impact
adoption and harm brand
reputation. Addressing breaches or system
disruptions can significantly strain
staff resources and delay new service launches. Furthermore, if customers rely on our
products for critical transactions, a breach could
disrupt their
businesses and
lead to
claims for
compensation. Even
if unsuccessful,
this type
of claim
could be
time-consuming and
costly for us to address.
Although certain of our systems
have been designed to reduce
downtime in the event of
outages or catastrophic occurrences, they
remain vulnerable to damage or interruption from earthquakes, floods, fires, power loss, telecommunication
failures, terrorist attacks,
computer viruses, computer denial-of-service attacks and similar events. Some of
our systems are not fully
redundant, and our disaster
recovery planning may not be sufficient for all eventualities.
Protection against fraud is of key
importance to the purchasers and end
users of our solutions. We
incorporate security features,
including encryption
software, biometric
identification and
secure hardware,
into our solutions
to protect
against fraud in
electronic
transactions and to provide for the privacy and integrity of
cardholder data. Our solutions and systems may be vulnerable to
breaches
in security due to
defects in the security mechanisms,
the operating system, applications
or the hardware platform
as well as through
risk introduced
into our
environment through
third party
suppliers, which
the group
relies heavily
on. Security
vulnerabilities could
jeopardize the security of
information transmitted using our solutions.
If the security of our
solutions is compromised, our
reputation
and marketplace acceptance of
our solutions may be
adversely affected, which would cause
our business to
suffer, and we may become
subject to damages claims. We
have not yet experienced any significant security breaches affecting
our business.
Despite
robust
measures,
unforeseen
cyber
incidents
or natural
disasters
could
trigger
lengthy
service
interruptions.
Existing
business interruption insurance may not adequately compensate for losses stemming
from cybersecurity failures.
Our use of artificial
intelligence (“AI”) may
present risks that could
adversely affect our
business, results of operations
and
reputation.
While our use of AI is not currently material, we may increasingly incorporate AI technologies into
our systems, operations and
product offerings. The development,
deployment and use of AI present
a number of risks and uncertainties.
AI systems may produce
inaccurate, unreliable
or otherwise flawed
outputs, including
as a result
of limitations
in model
design, training
data quality,
bias or
other technical constraints. Any such issues could impair the effectiveness
of our products and services or expose us to liability.
The use of AI is expected
to increase cybersecurity,
privacy, intellectual
property and operational risks. For example,
the use of
AI is likely
to involve the
processing of sensitive
data, reliance on
third-party tools,
or the generation
of outputs that
are misused or
misinterpreted. In addition, AI technologies are expected to introduce new or evolving vulnerabilities that could be exploited, and our
risk management processes may not be effective in identifying
or mitigating all such risks.
The legal and regulatory landscape relating to AI is rapidly evolving and uncertain. We
may be subject to existing and emerging
laws, regulations and regulatory
expectations in the United States
and other jurisdictions (including
South Africa) relating to,
among
other things, data protection,
consumer protection, intellectual
property and the use
of automated decision-making.
Compliance with
such requirements
may increase our
costs, limit the
use or effectiveness
of AI in
our business, or
require changes to
our products
or
operations. Failure to comply with
applicable requirements, or the perception
that our use of
AI is inappropriate or controversial,
could
r
esult in regulatory scrutiny,
litigation, reputational harm or competitive disadvantage.
17
As AI technologies
continue to develop,
we may not
be able to
anticipate or effectively
manage all
associated risks, especially
cybersecurity related risks. If any of these risks were to materialize, they
could have a material adverse effect on our business, results
of operations and financial condition.
Defending
our intellectual
property
rights or
defending
ourselves in
infringement
suits
that
may
be brought
against us
is
expensive and time-consuming and may not be successful.
Litigation to enforce our trademarks or other intellectual property rights or
to protect our trade secrets could result in substantial
costs
and
may
not
be
successful.
Any
loss
of,
or
inability
to
protect,
intellectual
property
in
our
technology
could
diminish
our
competitive
advantage and
also seriously
harm our
business. In
addition,
the laws
of certain
foreign
countries may
not protect
our
intellectual property rights to the same extent as do the laws in countries where we currently have protection. Our means of protecting
our intellectual property rights in countries where we currently have protection, or any other country in which we operate, may not be
adequate to
fully protect
our intellectual
property rights.
Similarly,
if third
parties claim
that we
infringe their
intellectual
property
rights, we
may be
required to
incur significant
costs and
devote substantial
resources to
the defense
of such
claims, to
discontinue
using and
selling any
infringing technology
and services,
to expend
resources to
develop non-infringing
technology or
to purchase
licenses or pay royalties
for other technology.
In addition, if we
are unsuccessful in
defending any such third-party
claims, we could
suffer costly judgments and injunctions that
could materially adversely affect our business,
results of operations or financial
condition.
We may incur material losses
in connection with our movement of cash through our infrastructure in South Africa.
In our merchant
business we collect
and process large
volumes of cash
from our customers,
assuming the
risk of loss
from the
moment that cash is
deposited into our vaults.
We are then responsible for its
collection and transportation to
processing centers, which
we outsource to various cash-in-transit service providers. These services extend
across all areas of South Africa.
South Africa suffers
from high levels
of crime and
in particular cash-in-transit
heists. We
cannot insure against
certain risks of
loss or theft
of cash from
our delivery and
collection vehicles, and
we will therefore
bear the full
cost of certain
uninsured losses
or
theft in
connection with
the cash
handling process.
Such losses
could
materially and
adversely affect
our financial
condition, cash
flows and results of operations. We
have not incurred any material losses
resulting from cash distribution in recent
years, but there is
no assurance that we will not incur any such material losses in the future.
We
depend upon
third-party suppliers,
making us
vulnerable to
supply shortages
and price
fluctuations, which
could harm
our business.
We
obtain
our
smart
cards,
electronic
payment
and
POS
devices,
components
for
our
vaults,
components
to
repair
the
ISV
(independent
software vendor)
division’s
POS hardware,
and the
other hardware
we use
in our
business from
a limited
number of
suppliers, and do not manufacture
this equipment ourselves. We
generally do not have long-term
agreements with our manufacturers
or component suppliers.
If our suppliers
become unwilling or
unable to provide
us with adequate
supplies of parts
or products when
we need them,
or if they
increase their prices,
we may not
be able to
find alternative
sources in a
timely manner
and could be
faced
with a critical shortage. This
could harm our ability to meet customer
demand and cause our revenues
to decline. Even if we are
able
to secure alternative sources in a timely manner,
our costs could increase as a result of supply or geopolitical shocks, which
may lead
to an
increase in
the prices
of goods
and services
from third
parties. A
supply interruption,
such as
the previous
global shortage
of
semiconductors, or
an increase
in demand
beyond current
suppliers’ capabilities
could harm
our ability
to distribute
our equipment
and thus to
acquire new customers
who use our
technology. Any
interruption in the
supply of the
hardware necessary to
operate our
technology, or our inability to obtain substitute equipment at acceptable prices in a timely
manner, could impair our ability to meet the
demand of our customers, which would have an adverse effect on
our business.
Our Lesaka Life business exposes us to risks typically experienced by life assurance companies.
Lesaka Life Limited
(formerly known as
EasyPay Insurance Limited)
(“Lesaka Life”) is
a life insurance
company and exposes
us to risks typically experienced by life assurance companies. Some of these risks include
the extent to which we are able to continue
to reinsure our
risks at acceptable
costs, reinsurer
counterparty risk, maintaining
regulatory capital
adequacy,
solvency and liquidity
requirements, our ability to
price our insurance
products appropriately, the risk that
actual claims experience
may exceed our
estimates,
the ability to recover
policy premiums from
our customers and
the competitiveness of
the South African insurance
market. If we
are
unable to maintain
our desired level of
reinsurance at prices that
we consider acceptable,
we would have
to either accept an
increase
in our risk exposure or reduce our insurance writings. If our reinsurers are unable to meet their
commitments to us in a timely manner,
or at all, we may be
unable to discharge
our obligations under our
insurance contracts. As such,
we are exposed to
counterparty risk,
including credit risk, of these reinsurers.
Our
product
pricing
includes
long-term
assumptions
regarding
investment
returns,
mortality,
morbidity,
persistency
and
operating
costs
and
expenses
of
the
business.
Using
the
wrong
assumptions
to
price
our
insurance
products
could
materially
and
adversely affect our financial
position, results of
operations and cash flows.
If our actual
claims experience is
higher than our
estimates,
our financial position, results of
operations and cash flows could be
adversely affected. Finally,
the South African insurance industry
is
highly
competitive.
Many
of
our
competitors
are
well-established,
represented
nationally
and
market
similar
products
and
we
therefore may not be able to effectively penetrate the South
African insurance market.
18
Risks Relating to Operating in South Africa and Other Foreign
Markets
Operating in
Southern and
East Africa, both
emerging markets,
subjects us to
greater risks
than those
we would face
if we
operated in more developed markets.
Emerging markets such as
Southern Africa are subject
to greater risks
than more developed markets.
While we focus
our business
primarily
on
emerging
markets
because
that
is
where
we
perceive
the
greatest
opportunities
to
market
our
products
and
services
successfully, the
political, economic and market conditions
in these markets present risks that
could make it more difficult
to operate
our business successfully.
Some of these risks include:
Political, legal and economic instability,
including higher rates of inflation and currency fluctuations;
High levels of corruption, including bribery of public officials;
Loss due to civil strife, acts of war or terrorism, guerrilla activities and insurrection;
A lack
of well-developed legal
systems which could
make it
difficult for us
to enforce our
intellectual property and
contractual
rights;
Logistical, utilities (including electricity and water supply) and communications
challenges;
Potential adverse changes in laws and regulatory
practices, including import and export license requirements
and restrictions,
tariffs, legal structures and tax laws;
Difficulties in staffing and managing operations
and ensuring the safety of our employees;
Restrictions on the right to convert or repatriate currency or export assets;
Greater risk of uncollectible accounts and longer collection cycles;
Indigenization and empowerment programs;
Exposure to liability under the UK Bribery Act; and
Exposure to liability under U.S. securities and foreign trade laws, including the Foreign Corrupt Practices Act, or FCPA, and
regulations established by the U.S. Department of Treasury’s
Office of Foreign Assets Control, or OFAC.
If we do not achieve applicable
Broad-Based Black Economic Empowerment
objectives in our South African businesses,
we
may
be
subject
to
fines
and
we
risk
losing
our
government
and/or
private
contracts.
In
addition,
it
is
possible
that
we
may
be
required
to
increase
the Black
shareholding
of our
company
in a
manner that
could dilute
your
ownership
and/or
change
the
companies from which we purchase goods or procure services (to companies with a better
BEE Status Level).
The legislative framework for the promotion of Broad-Based Black Economic Empowerment (“BEE”) in South Africa has been
established through
the Broad-Based
Black Economic
Empowerment
Act, No.
53 of
2003, as
amended from
time to
time, and
the
Amended
BEE
Codes
of
Good
Practice,
2013,
or
BEE
Codes,
and
any
sector-specific
codes
of
good
practice,
or
Sector
Codes,
published pursuant
thereto. Sector
Codes are
fully binding
between and
among businesses
operating in
a sector
for which
a Sector
Code has been
published. Achievement
of BEE objectives
is measured by
a scorecard which
establishes a weighting
for the various
elements. Scorecards
are independently
reviewed by
accredited BEE
verification agencies
which issue
a verification
certificate that
presents an
entity’s
BEE Status
Level. This
BEE verification
process must
be conducted
on an
annual basis,
and the
resultant BEE
verification certificate is only valid for a
period of 12 months from
the date of issue. Under
our consolidated scorecard, which includes
all South African businesses, we currently hold a BEE Status Level 3.
Two of our South African businesses, being Lesaka Financial Services (Pty) Ltd, formerly known as EasyPay Financial Services
Proprietary Limited, (“LFS”) and Lesaka Life, are subject to
the Amended Financial Sector Code, or the FS
Sector Code, and all other
businesses are consolidated under the Department of Trade and Industry
(DTI) Generic Codes. The FS Sector
Code has been amended
and aligned
with the
new BEE
Codes and
were promulgated
in December
2017. Licensing
and/or regulatory
authorities overseeing
these South African businesses may set minimum adherence requirements to BEE standards as a condition for an operating
license to
trade. The
minimum requirement
under the
Financial Sector
Code is Level
8. We
currently have
a BEE Status
Level 2
for LFS and
BEE Status Level 4 for Lesaka Life.
The BEE scorecard includes
a component relating to management
control, which serves to determine
the participation of Black
people in the board, as
well as at various
levels of management within a
measured entity (including, inter alia,
Executive Management,
Senior Management,
Middle Management
and Junior
Management). The
BEE Codes
and/or Sector
Codes define
the terms
"Senior
Management", "Middle
Management" and
"Junior Management"
as those occupational
categories as determined
in accordance
with
the
Employment
Equity
Regulations,
with
specific
emphasis
on
improving
participation
in
proportion
to
the
demographics
of
the
Economically
Active
Population
of
South
Africa,
as published
by
Statistics South
Africa,
from
time
to
time.
Employment
Equity
legislation seeks to
drive the alignment
of the workforce
with the racial
composition of the
economically active population
of South
Africa
and
accelerate
the
achievement
of
employment
equity
targets,
introducing
monetary
fines
for
non-compliance
with
the
Employment Equity legislation and misrepresented submissions. Annexure EEA9 to the Employment
Equity Regulations sets out the
various occupational levels which are determined in accordance with the relevant grading systems applied by the measured entity and
referred to in said Annexure.
19
During fiscal 2026, we made cash contributions to 61 community-based organizations and enterprises to enable them to
promote
growth
and strengthen
their capacity
to develop
innovative platforms
or provide
services to
the markets
they
serve. We
were also
involved in disaster relief efforts for 601 families who were affected
by disasters such as floods and fires.
However, it
is possible that these
and other actions
may not be sufficient
to enable us to
achieve the applicable
BEE objectives
set out for specific financial years. In that event, in order to maintain competitiveness in the South African marketplace, we may have
to seek to
increase compliance through other means,
including by selling or
placing additional shares
of Lesaka or
of our South African
subsidiaries to Black
South Africans (either directly
or indirectly), over
and above what has already
been approved, and/or
changing
to suppliers that
have higher BEE Status
Levels. Such sales
or placements of
shares could have a
dilutive impact on
your ownership
interest, which could cause the market price of our stock to decline.
We expect
that our BEE Status Level
will be important in order
for us to remain
competitive in the South
African marketplace.
We continually seek
ways to improve our BEE Status Level, especially the ownership (so-called “equity”) and procurement elements
thereof.
We
may
not
be able
to
effectively
and
efficiently
manage the
disruption
to
our operations
as
a
result of
erratic
electricity
supply in South Africa, which could adversely affect our,
financial position, cash flows and future growth.
Our businesses in
South Africa are
dependent on electricity
generated and supplied
by the state-owned
utility,
Eskom, in order
to operate, and,
in recent years, Eskom
has been unable to
consistently generate and
supply the amount of
electricity required by
the
South
African
economy
which
has
resulted
in
significant
and
often
unpredictable
electricity
supply
disruptions.
Eskom
has
implemented
a number
of short-
and
long-term
mitigation
plans
to
correct
these
issues, but
supply
disruptions
continued
to occur
regularly and with no predictability, although consistency of electricity supply has improved significantly since April 2024. As part of
our
business continuity
programs, we
have
installed back-up
diesel generators
in order
for
us to
continue
to operate
our
core data
processing
facilities
in
the
event
of
intermittent
disruptions
to
our
electricity
supply.
We
have
to
perform
regular
monitoring
and
maintenance of these
generators and also
source and manage
diesel fuel levels.
We
may also be
required to replace
these generators
on a more frequent basis due to the additional burden placed on them.
Our results of operations, financial position, cash flows
and future growth could be adversely affected if Eskom is
unable to raise
sufficient funding to operate
and/or commission new electricity-generating
power stations in accordance with its
plans, or at all, or if
we are unable to effectively and efficiently test, maintain,
source fuel for, and replace, our generators.
Fluctuations in the value of the South African rand have had, and will
continue to have, a significant impact on our reported
results of
operations, which
may make
it difficult
to evaluate
our business performance
between reporting
periods and
may also
adversely affect our stock price.
The South
African rand,
or ZAR,
is the
primary operating
currency for
our business
operations while
our financial
results are
reported in U.S. dollars. Therefore, any depreciation in
the ZAR against the U.S. dollar, would negatively impact
our reported revenue
and net
income. The
U.S. dollar/ZAR
exchange rate
has historically
been volatile
and we
expect this
volatility to
continue (refer
to
Item
7—“Management’s
Discussion
and
Analysis
of
Financial
Condition
and
Results
of
Operations—Currency
Exchange
Rate
Information.”).
Due
to
the
significant
fluctuation
in
the
value
of
the
ZAR
and
its
impact
on
our
reported
results,
you
may
find
it
difficult to
compare our results
of operations between
financial reporting periods
even though we
provide supplemental information
about our
results of
operations determined
on a
ZAR basis.
Similarly,
depreciation in
the ZAR
may negatively
impact the
prices at
which our stock trades.
We generally do not engage in any currency hedging
transactions intended to reduce the
effect of fluctuations in foreign currency
exchange rates on our results of
operations, other than economic hedging
using forward contracts relating to
our inventory purchases
which are settled in U.S.
dollars or euros. We
cannot guarantee that we will
enter into hedging transactions
in the future or,
if we do,
that these transactions will successfully protect us against currency fluctuations.
South Africa’s
high levels of
poverty, unemployment
and crime may
increase our costs
and impair our
ability to maintain a
qualified workforce.
While South Africa has a highly developed financial and legal infrastructure, it also has high levels of crime and unemployment,
relative to peer
countries in Africa
and other emerging
economies, and there
are significant differences
in the level
of economic and
social development among its people,
with large parts of the population,
particularly in rural areas, having limited
access to adequate
education, healthcare, housing and other
basic services, including water
and electricity. In addition, South Africa has
a high prevalence
of
HIV/AIDS
and
tuberculosis,
the
impact
of
which
may
be
exacerbated
in
the
short-term
by
the
discontinuation
of
the
U.S.
government’s funding of certain HIV/AIDS
research and outreach programs.
Government policies
aimed at
alleviating and
redressing the
disadvantages suffered
by the majority
of citizens
under previous
governments may
increase our
costs and
reduce our
profitability,
all of
which could
negatively affect
our business.
These problems
may prompt
emigration of
skilled workers,
hinder investment
into South
Africa and
impede economic
growth. As
a result,
we may
have difficulties attracting and retaining qualified employees.
20
The
economy
of
South
Africa
is
exposed
to
high
rates
of
inflation,
interest
and
corporate
tax,
which
could
increase
our
operating costs
and thereby
reduce our
profitability.
Furthermore, the
South African
government requires
additional income
to
fund future government
expenditures and
may be required,
among other
things, to increase
existing income tax
rates, including
the corporate income tax rate, amend existing tax legislation or introduce additional
taxes.
The economy of
South Africa in the
past has been, and
in the future may
continue to be, characterized
by rates of inflation
and
interest that
are substantially
higher than
those prevailing
in the United
States and
other highly-developed
economies. High
rates of
inflation could increase our South African-based costs and decrease our operating margins. High interest rates increase the cost of our
debt financing, though conversely, they also
increase the amount
of income we
earn on any
cash balances. The
South African corporate
income tax rate, of 27%, is higher than the
U.S. federal income tax rate, of 21%. Any
increase in the effective South African corporate
income tax rate would adversely impact our profitability and cash flow generation.
Risks Relating to Government Regulation
We are required to comply with certain laws and regulations, including economic and trade sanctions, which could adversely
impact our future growth.
We
are
subject
to U.S.
and
other
trade
controls,
economic sanctions
and
similar
laws and
regulations,
including
those in
the
jurisdictions
where
we
operate.
Our
failure
to
comply
with
these
laws
and
regulations
could
subject
us
to
civil,
criminal
and
administrative
penalties
and
harm
our
reputation.
These
laws and
regulations
place
restrictions
on
our
operations,
trade
practices,
partners
and
investment
decisions.
In particular,
our operations
are subject
to U.S.
and
foreign
trade
control laws
and
regulations,
including various export controls and economic sanctions programs, such as those administered by OFAC. We monitor compliance in
accordance with
the 10
principles as
set out
in the
United Nations
Global Compact
Principles, the
Organisation
for Economic
Co-
operation and
Development recommendations
relating to
corruption, and
the International
Labor Organization
Protocol in
terms of
certain of the items to be
monitored. As a result of doing business
in foreign countries and with foreign
partners, we are exposed to a
heightened risk of violating trade control laws as well as sanctions regulations.
Violations
of
trade
control
laws and
sanctions
regulations
are
punishable
by civil
penalties,
including
fines,
denial
of export
privileges,
injunctions,
asset seizures,
debarment
from
government
contracts
and revocations
or restrictions
of licenses,
as
well
as
criminal fines and imprisonment.
We have
developed policies and procedures as
part of a company-wide compliance
program that is
designed to
assist our compliance
with applicable
U.S. and international
trade control laws
and regulations,
including trade controls
and sanctions programs administered
by OFAC,
and provide regular training
to our employees to create awareness
about the risks of
violations of trade
control laws and
sanctions regulations and
to ensure compliance
with these laws
and regulations.
However, there
can be no assurance that all of our employees, consultants,
partners, agents or other associated persons will not act in violation
of our
policies and these laws and regulations, or that our policies and
procedures will effectively prevent us from violating these regulations
in every transaction in which we may engage or provide a defense to
any alleged violation. In particular, we may be held liable for the
actions that our local, strategic
or joint venture partners take inside
or outside of the United States,
even though our partners may
not
be subject to
these laws. Such
a violation, even if
our policies prohibit it,
could materially and adversely
affect our reputation, business,
results of operations and financial condition. Any expansion into developing
countries, and our development of new partnerships and
joint venture relationships, could increase the risk of OFAC
violations in the future.
In addition,
our payment
processing and
financial services
activities are
subject to
extensive regulation.
Compliance with
the
requirements under the various
regulatory regimes may cause
us to incur significant
additional costs and failure
to comply with such
requirements could result in the shutdown of
the non-complying facility, the imposition of liens, fines and/or civil or
criminal liability.
We
are
required
to
comply
with
anti-corruption
laws
and
regulations,
including
the
FCPA
and
UK
Bribery
Act,
in
the
jurisdictions in which we operate our business, which could adversely impact
our future growth.
The FCPA prohibits
us from providing anything of value to foreign
officials for the purposes of obtaining or retaining business,
or
securing
any
improper
business
advantage,
and
requires
us
to
keep
books
and
records
that
accurately
and
fairly
reflect
our
transactions.
As part
of
our
business,
we
may
deal
with
state-owned
business
enterprises,
the
employees
of
which
are
considered
foreign
officials
for
purposes of
the FCPA.
The UK
Bribery
Act includes
provisions
that extend
beyond bribery
of foreign
public
officials and also apply to
transactions with individuals not employed
by a government and
the act is also
more onerous than the FCPA
in a number of other respects, including
jurisdiction, non-exemption of facilitation
payments and penalties. Some of the international
locations in which we operate or have investments lack a developed
legal system and have higher than normal levels of corruption.
Any
failure
by
us
to
adopt
appropriate
compliance
procedures
and
ensure
that
our
employees,
agents
and
business
partners
comply with
the anti-corruption
laws and
regulations could
subject us
to substantial
penalties, and
the requirement
that we
comply
with these laws could
put us at a
competitive disadvantage against
companies that are not
required to comply.
For example, in many
emerging
markets,
there
may be
significant
levels
of official
corruption,
and
thus, bribery
of public
officials
may
be
a comm
only
accepted cost
of doing
business. Our
refusal to
engage in
illegal behavior,
such as
paying bribes,
may result
in us not
being able
to
obtain business that we
might otherwise have been able
to secure or possibly
even result in unlawful,
selective or arbitrary action being
t
aken against us.
21
Violations of anti-corruption laws and regulations are punishable by civil penalties, including fines, as well as criminal fines and
imprisonment. We
have developed policies
and procedures as part
of a company-wide
compliance program that
is designed to assist
our compliance with applicable U.S.,
South African and other international
anti-corruption laws and regulations,
and provide regular
training to our
employees to comply
with these laws
and regulations. However,
there can be
no assurance that
all of our
employees,
consultants, partners, agents or other associated persons will not take actions in violation of our policies or these laws
and regulations,
or that our
policies and procedures
will effectively prevent
us from violating
these regulations in every
transaction in which
we may
engage, or
provide a defense
to any alleged
violation. In
particular,
we may be
held liable
for the actions
that our
local, strategic
or
joint venture
partners take inside
or outside
of the United
States, even though
our partners may
not be subject
to these
laws. Such
a
violation,
even
if
our
policies
prohibit
it,
could
materially
and
adversely
affect
our
reputation,
business,
results
of
operations
and
financial condition.
We
do not
have a South
African banking
license and,
therefore, we provide
our banking
offering through
an arrangement
with a third-party bank, which limits our
control over this business and the economic benefit
we derive from it. If this
arrangement
were to be
terminated, we would not
be able to
operate our Lesaka
EasyPay business without
alternate means of
access to a
banking
license. We are also required to comply with
the requirements of payment schemes, including VISA
and Mastercard. Furthermore,
we provide certain
of our services
under partnerships
with South African
banks. We
will be unable
to provide our
payments and
card-acquiring businesses if we
fail to comply with payment
scheme rules, and/or fail
to maintain certain regulatory
licenses and
registrations, and/ or
if we
were unable to
continue to partner
with South African
banks to provide
our payments and
card acquiring
services.
The South
African retail
banking market
is highly regulated.
Under current
law and
regulations, our
Lesaka EasyPay
business
activities require us
to be registered
as a bank
in South Africa
or to have
access to an
existing banking license.
We
are not currently
so
registered,
but
we
have
an
agreement
with
African
Bank
Limited
(“African
Bank”),
that
enables
us
to
implement
our
Lesaka
EasyPay program in compliance with the relevant laws and regulations. If this agreement were
to be terminated, we would not be able
to operate these services
unless we were able to obtain
access to a banking license
through alternate means. Furthermore,
we have to
comply
with
the
South
African
Financial
Intelligence
Centre
Act,
2001
and
money
laundering
and
terrorist
financing
control
regulations, when we open new bank
accounts for our customers and when
they transact. Failure to effectively implement and
monitor
responses to the legislation and regulations may result in significant fines
or prosecution of African Bank and ourselves.
The South African Financial Advisory and Intermediary Services Act, 2002, requires persons who act as intermediaries between
financial product suppliers and consumers in
South Africa to register as
financial service providers. Lesaka Life and LFS
were granted
a Financial Service Provider
(“FSP”) licenses on June
9, 2015, and July
11, 2017, respectively.
If our FSP licenses are
withdrawn or
suspended, we
may be
stopped from
continuing our
financial services
businesses in
South Africa
unless we
are able
to enter
into a
representative arrangement with a third party FSP.
Furthermore,
the
Conduct
of
Financial
Institutions
Bill
(“COFI
Bill”)
will
overhaul
the
current
regulatory
and
legislative
framework by replacing
the rules-based approach
with an
outcomes-driven and principles-based
model, and the
adoption of
an activity-
based licensing and
authorization regime. It
aims to establish a
single, modern conduct
architecture aligned to
emerging risks across
the financial services
sector, and embed
fair outcomes across
the value chain,
thereby simplifying and
rationalizing existing fragmented
conduct rules, and strengthening
governance, culture and accountability.
While the COFI Bill is
expected to significantly
change the
manner in
which we operate
our business, including
the conversion of
existing licenses for
the relevant
Lesaka subsidiaries
through
transitional arrangements and other
financial services activities which
may require licensing, it
is also likely to substantially
increase
operational
costs as
we seek
to meet
regulatory expectations.
Although
timing remains
uncertain, the
COFI Bill
was introduced
in
Parliament in April 2026.
We
are required
to comply
with the
requirements of
payment schemes,
including VISA
and Mastercard.
We
have deployed
a
significant number of devices, and any
mandatory compliance upgrades to our deployed POS
devices would require significant capital
expenditure and/or
be disruptive
to our customer
base. Failure
to comply
with the
payment schemes’
rules may
result in
significant
fines and/or a loss of license to participate in the scheme(s).
We provide card acquiring services
to our customers
by partnering with
Nedbank Limited and
ABSA Bank Limited,
and payment
processing services
in partnership
with the
largest banks
in South
Africa. If
these agreements
were to
be terminated,
certain of
our
business would
not be
able to
operate
their payment
services unless
they
were able
to enter
alternative
card acquiring
or payment
processing agreements with other
partners or obtain a direct
designation license with the
schemes and regulatory
bodies. In addition,
any loss of or failure to renew our current authorizations would result in
an inability to operate its payment services.
Compliance with the requirements under these various regulatory regimes may
cause us to incur significant additional costs and
failure to
comply with
such requirements
could result
in the
shutdown of
the non-complying
facility,
the imposition
of liens,
fines
and/or civil or criminal liability.
22
Proposed regulatory changes to the national payments system are expected to have a substantial impact on the South African
payments industry.
It may change
the manner in
which we conduct
business and
likely lead
to increased operating
costs for our
business as we work to ensure compliance with the new legislative
and regulatory framework, which may have a material
adverse
effect on our business.
On March
3, 2025,
the South
African Reserve
Bank (“SARB”)
published
certain draft
regulatory documents
for commentary
that
are
expected
to have
a substantial
impact
on how
we conduct
our
business namely:
(i)
a draft
directive
entitled
“Directive
in
respect
of specific
payment
activities within
the
national
payment
system”
(the “Directive”);
(ii) a
draft
exemption
notice
entitled
“Designation by the
Prudential Authority of
specific activities conducted
in the national
payment system which
shall be deemed
not
to constitute
‘the business
of a
bank’ under
paragraph (cc)
in section
1(1) of
the Banks
Act, 1990”
(the “Exemption
Notice”); and
(iii) the
National
Payment
System
Bill
(“NPS
Bill”),
which
seeks
to
replace
the
existing
National
Payment
System
Act,
1998.
Following the initial
publication of the
proposed regulations, for
which we submitted
detailed comments through
our industry body,
the Association
of South
African Payment
Providers (“ASAPP”),
revised versions
of the
Directive and
the Exemption
Notice were
published for commentary on May 20, 2026, and detailed comments were submitted
to ASAPP.
The key objectives of the proposed regulations are to
clarify the mandate and objectives of the
SARB with respect to the national
payment
system
(“NPS”);
and
establish
a
robust
regulatory,
oversight,
and
supervisory
framework
for
the
NPS.
The
proposed
regulations also aim
to promote financial
inclusion, competition, the
prevention of financial
crime, and the
fair treatment and
protection
of
customers,
while
introducing
an
activity-based
licensing
and
authorization
regime.
In
this
regard,
the
Directive
defines
seven
“payment
activities”
and
provides
that
a
person,
which
can
be
a
bank
or
a
non-bank,
providing
a
“payment
activity"
must
obtain
authorisation from the
SARB to undertake
such activity.
Under the Exemption
Notice, certain payment
activities are exempted
from
the definition of ‘the business of a bank’. Prior to the
Exemption Notice, these activities could only be undertaken by a bank. Pursuant
to the
Exemption
Notice, these
activities can
be undertaken
by non-banks,
subject to
certain conditions.
Certain of
our businesses
currently undertake
activities which
would qualify
as “payment
activities” under
the Directive
and the
NPS Bill. Under
the current
regulatory
framework,
these activities
are undertaken
in partnership
with a
sponsoring
bank and
the sponsoring
bank is
subject to
regulation by the SARB.
In other words, the
business undertaking the “payment
activity” is not
subject to direct
regulation with respect
to such payment activities.
It is
uncertain if
and when
the proposed
regulations will
enter into
effect and
the extent
to which
we as
a non-bank
may elect
whether to conduct an exempted
payment activity by partnering with
a bank to do so, or on its own,
if it is authorised by the
SARB -
i.e. whether both options will be available to a non-bank. Should
our businesses be subject to direct regulation under this new regime
(i.e., if our current sponsorship
model is no longer available), we
expect that we will incur significant operating
costs to comply with
the new requirements, and to
obtain authorization with respect thereto.
Furthermore, while some requirements may already
exist under
other current
regulatory frameworks
for certain
of our businesses,
we will likely
need to invest
in additional
resources, systems
and
processes to satisfy
the regulatory requirements
contemplated in the
proposed regulations, which
may also lead
to increased
operational
costs, which may have a material adverse effect on our business.
We may be subject
to regulations regarding privacy, data use and/or security,
which could adversely affect our business.
We
are subject to regulations
in a number of
the countries in which
we operate relating to
the processing (which includes,
inter
alia, the collection, use, retention, security and transfer) of personal information about the people (whether natural or juristic) who use
our products
and services.
The interpretation
and application
of user
data protection
laws are
in a
state of
flux. These
laws may
be
interpreted
and
applied
inconsistently
from
country
to
country
and
our
current
data
protection
policies
and
practices
may
not
be
consistent with those interpretations and applications.
Complying with these varying requirements could cause us to
incur substantial
costs or
require us
to change
our business
practices in
a manner
adverse to
our business.
Any failure,
or perceived
failure, by
us to
comply with any regulatory requirements or
international privacy or consumer protection-related laws and regulations
could result in
proceedings
or
actions
against
us
by
governmental
entities
or
others,
subject
us
to
significant
penalties
and
negative
publicity.
In
addition, as
noted above,
we are
subject to
the possibility
of security
breaches, which
themselves may
result in
a violation
of these
laws.
Amendments
to
the
NCA
were
signed
into
law in
South
Africa
in
August
2019.
Compliance
with
these
amendments
may
adversely impact our micro-lending operations in South Africa.
In August 2019, the National Credit Amendment Bill, or debt-relief bill, was signed into law in South Africa.
The effective date
of the debt-relief
bill has not
yet been announced
and has been
significantly delayed.
We
believe that the
debt-relief bill will
restrict
the ability of financial services providers to provide lending
products to certain low-income earners and will increase the
cost of credit
to
these
consumers.
As a
result,
compliance
with
the debt
-relief
bill
may
adversely
impact
our
micro-lending
operations
in
South
Africa. Furthermore, we expect that it will take us, and other credit providers, some time to fully understand, interpret and implement
this new legislation
in our lending processes
and practices. Non-compliance
with the provisions of
this new legislation may
result in
financial loss and penalties, reputational loss or other administrative punishment.
23
Risks Relating to our Common Stock
Our failure to prepare
and timely file
our periodic reports
with the SEC limits
our access to
the public markets
to raise debt
or equity capital.
Form S-3 permits eligible
issuers to conduct registered
offerings using a short
form registration statement that
allows the issuer
to incorporate
by reference its
past and future
filings and reports
made under the
Securities Exchange
Act of 1934,
as amended
(the
“Exchange Act”).
In addition,
Form S-3
enables eligible
issuers to
conduct primary
offerings “off
the shelf”
under Rule
415 of
the
Securities
Act
of
1933,
as
amended
(the
“Securities
Act”).
The
shelf
registration
process,
combined
with
the
ability
to
forward
incorporate information, allows issuers to avoid delays and
interruptions in the offering process and to access the capital markets
in a
more expeditious
and efficient
manner than
raising capital
in a
standard registered
offering pursuant
to a
Registration Statement
on
Form S-1. The ability to register securities for resale may also be limited as a result
of the loss of Form S-3 eligibility.
We
did
not
file
our
2025
Form
10-K
within
the
timeframe
required
by
the
SEC;
thus,
we
have
not
remained
current
in
our
reporting requirements
with the
SEC. Although
we regained
status as
a current
filer by
filing our
Form 10-K/A
to amend
our 2025
Form 10-K,
as of
the date
of this
Annual Report,
we are
ineligible to
file new
short form
registration statements
on Form
S-3 and,
absent a
waiver of
the Form
S-3 eligibility
requirements, we
are no
longer permitted
to use
our existing
registration statements
on
Form S-3. If
we wish
to pursue
an offering now, we
would be
required to conduct
the offering on
an exempt
basis, such
as in
accordance
with Rule
144A, or
file a
registration statement
on Form
S-1. Using
a Form
S-1 registration
statement for
a public
offering
would
likely take
significantly longer
than using
a registration
statement on
Form S-3
and increase our
transaction costs,
and could,
to the
extent
we
are
not
able
to
conduct
offerings
using
alternative
methods,
adversely
impact
our
ability
to
raise
capital
or
complete
acquisitions of other companies in a timely manner.
Our stock price has been and may continue to be volatile.
Our stock price has periodically experienced significant volatility. During the 2026 fiscal
year, our stock price ranged from a low
of $3.62 to a high of $5.54. We
expect that the trading price of our common stock may
continue to be volatile as a result of a number
of factors, including, but not limited to the following:
Any adverse developments in litigation or regulatory actions in which we are
involved;
Fluctuations in currency exchange rates, particularly the U.S. dollar/ZAR exchange
rate;
Announcement of additional BEE
transactions, especially one involving
the issuance or
potential issuance of equity
securities
or dilution or sale of our existing business in South Africa;
Quarterly variations in our operating results;
Significant fair value adjustments or impairment in respect of investments
or intangible assets;
Announcements of acquisitions or disposals;
The timing of, or delays in the commencement, implementation or completion
of major projects;
Large purchases or sales of our common stock; and
General conditions in the markets in which we operate.
Additionally,
shares of
our common
stock can
be expected
to be
subject to
volatility resulting
from purely
market forces
over
which we have no control.
The put right we granted to the IFC Investors
on the occurrence of certain triggering events may have adverse impacts on us.
In May 2016, we issued an aggregate of 9,984,311 shares of our common stock to the IFC Investors. Certain IFC Investors were
also investors in Adumo and on October 1, 2024, we issued an aggregate of 1,989,162 additional shares of our common stock to these
IFC Investors pursuant to the
Adumo transaction agreement. As of
June 30, 2026, the
IFC Investors held 8,430,676 shares.
We granted
the IFC Investors certain rights, including the
right to require us to
repurchase any share held by the
IFC Investors pursuant to the May
2016 and
October 2024
transactions upon
the occurrence
of specified
triggering events,
which we
refer to
as a
“put right.”
The put
price per
share will
be the
higher of
the price
per share
paid to
us by
the IFC
Investors and
the volume-weighted
average price
per
share prevailing for the 60 trading days preceding the triggering event, except
that with respect to a put right triggered by rejection of
a bona
fide offer,
the put
price per
share will
be the
highest price
offered
by the
offeror.
If a
put triggering
event occurs,
it could
adversely impact
our liquidity
and capital
resources. In
addition, the
existence of
the put
right could
also affect
whether or
on what
terms a
third
party
might
in the
future
offer
to purchase
our
company.
Our response
to any
such offer
could also
be complicated,
delayed or otherwise influenced by the existence of the put right.
Approximately 29% of our outstanding common stock is owned by two shareholders. The interests of these shareholders may
conflict with those of our other shareholders.
There is a concentration of ownership
of our outstanding common stock because
approximately 29% of our outstanding common
stock is owned by two
shareholders. Based on their most
recent SEC filings disclosing
ownership of our shares, Value Capital Partners
(Pty) Ltd, or VCP,
and IFC Investors, beneficially own approximately 19% and 10% of our outstanding common
stock as of June 30,
2026, respectively.
24
The interests of
VCP and the
IFC Investors may
be different
from or conflict
with the interests
of our other
shareholders. As a
result of
the significant
combined ownership
by VCP
and the
IFC Investors,
they may
be able,
if they
act together,
to significantly
influence the
voting outcome
of all
matters requiring
shareholder approval.
This concentration
of ownership
may have
the effect
of
delaying or preventing
a change of control of
our company,
thus depriving shareholders
of a premium for
their shares, or facilitating
a change of control that other shareholders may oppose.
We
may seek
to raise
additional financing
by issuing
new securities
with terms
or rights
superior to
those of
shares of
our
common stock, which could adversely affect the market price of
such shares.
We
may require
additional financing
to fund future
operations, including
expansion in
current and new
markets, programming
development and acquisition,
capital costs and
the costs of any
necessary implementation of
technological innovations or
alternative
technologies, or to fund acquisitions. We may also wish to raise additional equity funding to
reduce the amount of debt funding on our
balance sheet. Because of the exposure to market risks associated
with economies in emerging markets, we may not
be able to obtain
financing on favorable terms or at all.
If we raise additional funds by
issuing equity securities, the percentage ownership of
our current
shareholders will be reduced, and the holders of the new equity securities may have rights superior to those of the holders of shares of
common stock,
which could
adversely affect
the market
price and
voting power
of shares
of common
stock. If
we raise
additional
funds by issuing debt securities, the holders of these debt securities would similarly have some rights senior
to those of the
holders of
shares of common stock, and the terms of these debt securities could impose restrictions on operations and
create a significant interest
expense for us.
Issuances of significant amounts of stock in the
future could potentially dilute your equity ownership and adversely affect the
price of our common stock.
We
believe that
it is necessary
to maintain
a sufficient
number of
available authorized
shares of our
common stock
in order
to
provide
us
with
the flexibility
to
issue shares
for
business
purposes
that
may
arise
from time
to
time.
For example,
we
could
sell
additional shares to raise
capital to fund our
operations, to reduce debt
or to acquire other
businesses, issue shares in
a BEE transaction,
issue additional shares under our stock incentive plan or declare a stock dividend. Our board may authorize
the issuance of additional
shares of common stock without notice to, or further
action by, our shareholders, unless shareholder approval is required by law or the
rules of the NASDAQ Stock
Market. The issuance of additional
shares could dilute the equity
ownership of our current shareholders
and any such additional shares would likely be freely tradable, which could
adversely affect the trading price of our common stock.
We have identified
material weaknesses in our internal control over financial reporting which, if not timely
remediated, may
adversely affect
the accuracy
and reliability
of our
financial statements,
and our
reputation, business
and stock
price, as
well as
lead to a loss of investor confidence in us.
As described
under Item
9A—“Controls and
Procedures.”, we
concluded that
our disclosure
controls and
procedures were
not
effective
as of
June 30,
2026, and
that we
had, as
of such
date, material
weaknesses in
our internal
control over
financial reporting
related to:
Our
Consumer
lending,
Consumer
insurance
and
Group
payroll
processes,
specifically
insufficient
risk
assessment
and
monitoring
activities
relating
to
changes
in
or
migration
of
systems
and
processes,
insufficient
controls
over
internal
information
and
information
from
service
organizations,
and
insufficient
design
and
implementation
of
Information
Technology
General
Controls
(“ITGCs”),
controls
over
service
organizations
and
process
level
controls,
resulting
in
ineffective process level controls, including a
lack of validation of
the completeness and accuracy
of information used within
the process;
Our journal entry process, specifically relating to insufficient risk assessment, and ineffective design and implementation of
controls including
insufficient controls
over information
resulting in
ineffective process
level controls
including a
lack of
validation of the
completeness of the
journal entry population
and inadequate validation
of the completeness
and accuracy
of information used within the process;
The failure
of our
Utilities, Lesaka
Hospitality Proprietary
Limited (formerly
known as
GAAP-Point-Of-Sale
Proprietary
Limited) (“Lesaka
Hospitality”),
Lesaka Merchant
Technologies
and Lesaka
Payments businesses
to comply
with the
our
Sarbanes
program,
specifically
insufficient
risk
assessment
and
monitoring
activities
relating
to
systems
and
processes,
insufficient
controls
over
internal
information
and
information
from
service
organizations,
and
insufficient
design
and
implementation
of
ITGCs controls
over
service
organizations
and
process
level
controls,
resulting
in
ineffective
process
level controls, including a lack of validation of the completeness and accuracy
of information used within the process;
An insufficient number of experienced and trained resources to execute
on their internal control responsibilities resulting in
inadequate
risk
assessment,
ineffective
design,
implementation
and
operating
effectiveness
of
process
level
controls
for
processes
in the scope of our internal control over financial reporting evaluation.
25
A material weakness is a deficiency,
or a combination of deficiencies, in internal control over financial reporting such that there
is
a
reasonable
possibility
that
a
material
misstatement
of
our
annual
or
interim
consolidated
financial
statements
would
not
be
prevented
or
detected
on
a
timely
basis.
The
material
weaknesses
identified
in
Item
9A—“Controls
and
Procedures.”,
resulted
in
immaterial misstatements of prior period amounts, which have
been corrected through revision of the
prior period financial statements
as described
in Note 1
to our consolidated
financial statements, and
in a corrected
immaterial current period
misstatement related
to
revenue; they did not require amendment of any previously filed report.
We
intend to remediate
these material weaknesses.
While we believe
the steps we
take to remediate
these material weaknesses
will improve
the effectiveness
of our
internal
control over
financial
reporting
and will
remediate the
identified deficiencies,
if our
remediation
efforts
are
insufficient
to
address the
material
weakness
or
we identify
additional
material
weaknesses in
our
internal
control over financial reporting in the future, our ability
to analyze, record and report financial information
accurately, to prepare our
financial statements within
the time periods
specified by the rules
and forms of the
SEC and to otherwise
comply with our
reporting
obligations
under
the federal
securities
laws may
be
adversely
affected.
The occurrence
of,
or failure
to remediate,
these material
weaknesses and any future material weaknesses in our internal control over financial reporting may adversely affect
the accuracy and
reliability of our financial
statements and have other
consequences that could
materially and adversely affect
our business, including
an
adverse
impact
on
the
market
price
of
our
common
stock,
potential
actions
or
investigations
by
the
SEC
or
other
regulatory
authorities, shareholder lawsuits, a loss of investor confidence and
damage to our reputation.
Failure to maintain effective internal control over financial reporting in accordance
with Section 404 of the Sarbanes-Oxley
Act, especially over companies that we may acquire, could have a material
adverse effect on our business and stock price.
Under
Section
404
of
Sarbanes,
we
are
required
to
furnish
a
management
certification
and
auditor
attestation
regarding
the
effectiveness of our
internal control over
financial reporting. We
are required to
report, among other things,
control deficiencies that
constitute
a
“material
weakness”
or
changes
in internal
control
that materially
affect,
or are
reasonably
likely to
materially
affect,
internal control over financial reporting.
A “material
weakness” is
a deficiency,
or a
combination of
deficiencies, in
internal control
over financial
reporting such
that
there is a reasonable possibility that
a material misstatement of annual or
interim financial statements will not be
prevented
or detected
on a timely basis.
The requirement to evaluate and report on our internal controls
also applies to companies that we acquire. While we continue
to
dedicate resources
and management
time to
ensuring that
we have effective
controls over
financial reporting,
failure to achieve
and
maintain an effective internal control environment could have a material adverse effect on
the market’s perception of our business and
our stock price.
The restatement of our prior
quarterly financial statements may affect shareholder and
investor confidence in us or
harm our
reputation, and may subject us
to additional risks and uncertainties, including increased costs
and the increased possibility of legal
proceedings and regulatory inquiries, sanctions or investigations.
We
identified
material
misstatements
in
the
original
filings
of
our
Quarterly
Report
on
Form
10-Q
for
the
quarters
ended
September 30, 2024, December 31, 2024 and March 31, 2025 (“Original Filings”) and withdrew reliance on these Original Filings on
September 10, 2025. We filed amended quarterly reports on November 5, 2025 which
include restatement(s), refer to the section titled
“Restatement” in Note 1 to the
unaudited condensed consolidated financial statements in each of
the amended filings on Form 10-Q/A
for
the
quarters
ended
September
30,
2024,
December
31,
2024
and
March
31,
2025,
for
additional
information
regarding
the
restatement(s).
Management
also
identified
material
weaknesses
in
our
internal
control
over
financial
reporting
specific
to
the
evaluation of information that was known or knowable at the time of the transaction or event included in the Original
Filings, refer to
Item 9A—“Controls and Procedures.”
As a result of the restatement
described above, we have
incurred, and may continue to
incur, unanticipated costs
for accounting
and
legal
fees
in
connection
with,
or
related
to,
such
restatement.
In
addition,
such
restatement
could
subject
us
to
a
number
of
additional risks and uncertainties, including the increased possibility of legal proceedings and inquiries, sanctions or investigations by
the SEC
or other
regulatory authorities.
Any of
the foregoing
may adversely
affect
our reputation,
the accuracy
and timing
of our
financial
reporting,
or
our
business,
results
of
operations,
liquidity
and
financial
condition,
or
cause
shareholders,
investors
and
customers to lose confidence in the accuracy and completeness
of our financial reports or cause the market price of
our common stock
to decline.
26
You may experience some difficulties in
effecting service of legal
process, enforcing U.S
and/or foreign judgments
or bringing
original actions based upon U.S. laws,
including federal securities laws or other foreign
laws, against us or certain of
our directors
and officers and experts.
While Lesaka is incorporated
in the state of
Florida, United States, substantially
all of the company’s
assets are located outside
the United
States. For
this reason,
the majority
of Lesaka’s
directors and
all its
officers reside
outside of
the United
States and
the
majority of our experts, including our independent registered public accountants,
are based in South Africa.
As a
result, even
though you
could effect
service of
legal process
upon Lesaka,
as a
Florida corporation,
in the
United States,
you may not be able
to collect any judgment obtained
against Lesaka in the United
States, including any judgment based
on the civil
liability provisions of U.S. federal securities laws, because substantially all of
our assets are located outside the United States.
Any legal processes initiating action in the United States against Lesaka's directors, officers, and experts who are
located outside
of the United States, will need to be served on them in that country, in accordance with the procedures prescribed by the relevant U.S.
court. South
Africa is
not a
party to
any treaties
regarding the
enforcement of
foreign commercial
judgments. In
order to
be able
to
enforce a foreign judgment,
it is required for
the South African courts to
first "recognize" the U.S. judgment
– in the absence of
this,
the
foreign
judgment
has no
automatic
extra
territorial
effect.
The foreign
judgment
constitutes a
"cause
of action"
which
may
be
recognized and enforced by South African courts. In order to
achieve this, legal proceedings must be commenced in the
South African
courts.
South Africa
is a party
to the New
York
Convention on
the Recognition
and Enforcement
of Foreign
Arbitral Awards,
and its
International
Arbitration
Act
15
of
2017
provides
that
foreign
arbitral
awards
must
be
recognised
and
enforced
in
South
Africa.
However, application
must still be made
to the South African
High Court in order
for the award to
be recognised and
enforceable in
South Africa.
Additional,
practical,
considerations
relating
to
the enforcement
of foreign
judgments
and arbitration
awards in
South
Africa
include the following:
If a foreign judgment is enforced by a South African court,
the approval of the SARB (or an Authorised Dealer of
SARB) is
required
(i) before
a
defendant
resident
in
South
Africa
may
pay
money
to
a
non-resident
plaintiff;
and
(ii) to
settle
the
judgement in a currency other than South African Rand; and
A plaintiff who is not resident
in South Africa may be required
to provide security for costs
when initiating court proceedings
i
n South Africa (including for the enforcement of foreign judgments and
awards).
27
ITEM 1B.
UNRESOLVED
STAFF COMMENTS
None.
ITEM 1C.
CYBERSECURITY
We
operate
in
the
Southern
African
fintech
industry,
which
is
subject
to
cybersecurity
risks
that
could
adversely
affect
our
business, financial
condition and
results of
operations,
including intellectual
property theft,
fraud,
extortion, harm
to employees
or
customers, violations of privacy laws, litigation and legal risk, regulatory
scrutiny and reputational harm.
We
have
implemented
a risk-based approach
to assessing, identifying
and managing cybersecurity
threats that could
affect our
business, information systems
and data. These
processes are integrated
into our broader
enterprise risk management
framework, and
cybersecurity risks are assessed
and prioritized alongside our
other principal enterprise risks.
Our cybersecurity program
is informed
by
recognized
standards
and
regulatory
requirements
applicable
to
our
business,
including
PCI
DSS,
the
NIST
Cybersecurity
Framework, SARB / Prudential Authority requirements applicable to cybersecurity
and cyber-resilience within the National Payment
System, and
the CIS
Critical Controls.
During the
year,
we continued
to mature
our cybersecurity
program, including
through our
transition
to
NIST
CSF
2.0,
further
development
of
cyber
risk
governance
processes,
and
continued
execution
of
divisional
cybersecurity roadmaps.
We
periodically conduct
third
-party security
risk assessments
to
assess
the potential
impact and
likelihood of
cyber scenarios
and
to inform
appropriate mitigation
strategies and
controls. We
use a
combination of
technical, administrative
and organizational
controls to manage cybersecurity risk, including
endpoint and network monitoring, security operations monitoring,
identity and access
controls, data protection tools,
vulnerability management, penetration testing, threat
intelligence, backup and recovery
procedures, and
cyber awareness
and training
programs. We
also conduct
periodic phishing
simulations and
crisis simulations
to support
workforce
preparedness and incident-response readiness.
We maintain incident-response processes designed to provide a consistent basis for the identification, escalation, assessment
and
response
to
cybersecurity
incidents.
During
the
year,
we
issued
an
updated
Group
Incident
Response
Plan
to
support
divisional
incident-response playbooks.
We
also
maintain
processes
to
oversee
cybersecurity
risks
associated
with
third-party
service
providers
that
have
access
to
personal, confidential
or proprietary
information or
support significant
business processes.
During the
year,
we enhanced
our third-
party risk management processes, including additional due diligence and assurance requirements
for certain service providers and the
establishment of a
cross-functional working group involving
procurement, finance, risk and
compliance, legal and
information security
personnel to support vendor risk oversight.
Management,
led
by
our
Group
Chief
Information
Security
Officer
(“
CISO
”)
and
supported
by
information
security,
risk,
compliance,
legal
and
finance
personnel,
is
responsible
for
assessing
and
managing
cybersecurity
risks.
Management
receives
information regarding cybersecurity risks through security monitoring, risk assessments, vulnerability assessments, incident
-response
processes,
third-party
risk
reviews
and
reports
from
internal
and
external
security
providers.
Material
cybersecurity
matters
are
escalated to senior management and, where appropriate, to the Audit Committee
and Board.
The Board oversees cybersecurity
risk through the Audit
Committee.
The Audit Committee receives
quarterly reports from
the
Group CISO regarding
cybersecurity posture, compliance
activities, progress against
the Group cybersecurity
strategy and roadmap,
third-party risk,
and material
cybersecurity incidents,
if any,
and related
remediation.
The Group
CISO is
a qualified
cybersecurity
professional
with
over
25
years
of
experience
and
holds
a
Master’s
in
Information
Security
from
Royal
Holloway,
University
of
London.
The Audit Committee reports to the Board on cybersecurity matters.
Our
business
depends
on
the availability,
reliability
and
security
of
our
information
systems,
networks,
data
and
intellectual
property. Any disruption, compromise or breach of our systems or data due to a cybersecurity threat or incident could adversely affect
our
operations,
customer
service,
product
development
and
competitive
position.
Such
an
event
could
also
result
in
breach
of
contractual
obligations
or
legal
duties
to
protect
the
privacy
and
confidentiality
of
stakeholders
and
could
expose
us
to
business
interruption,
lost
revenue,
remediation
costs,
liabilities
to
affected
parties,
cybersecurity
protection
costs,
lost
assets,
litigation,
regulatory scrutiny and actions, reputational harm, customer dissatisfaction, harm
to vendor relationships or loss of market share.
As of the date of
this Annual Report, we do
not
believe that risks from cybersecurity threats, including as
a result of any previous
cybersecurity
incidents,
have
materially
affected
or
are
reasonably
likely
to
materially
affect
the
Company,
including
its
business
strategy,
results of operations or
financial condition.
This Item 1C should
be read in conjunction
with Item 1A, “Risk
Factors,” for a
c
omprehensive understanding of the risks and uncertainties related to our business
and operations.
28
ITEM 2.
PROPERTIES
We
lease
our
corporate
headquarters
facility
which
consists
of
approximately
90,880
square
feet
in
Dunkeld,
Johannesburg,
South
Africa.
We
also
lease
properties
throughout
South
Africa,
including
217
financial
services
branches,
17
financial
service
community sites and
eight sites to support
our integrated POS
software and hardware
to the hospitality
industry operations. We
also
lease additional office space in Johannesburg, Cape Town
,
and Durban, South Africa; Gaborone, Botswana; Windhoek
Namibia; and
Nairobi, Kenya.
These leases
expire at
various dates
through 2036,
assuming the
exercise of
options to
extend. We
believe that
we
have adequate facilities for our current business operations.
ITEM 3.
LEGAL PROCEEDINGS
Litigation related to CPS
Lesaka SA was party to proceedings in the Constitutional Court of South
Africa involving its former subsidiary, Cash Paymaster
Services Proprietary Limited (“CPS”), which is in
liquidation. The key objective of
these proceedings was to procure an
order for CPS
to be
ordered to
pay to the
South African
Social Security Agency
(“SASSA”) the profit
generated by CPS
from an agreement
concluded
between SASSA and CPS, following SASSA awarding
a tender to CPS. This
arose from prior court proceedings which
concluded that
the tender should
not have been
awarded to CPS
(for technical reasons not
related to any
misconduct by CPS). Lesaka
SA was included
in these proceedings to provide information relevant to determining the profit so made by CPS. The Constitutional Court delivered its
ruling on
April 8,
2026. The
Court ordered
CPS to refund
certain adjusted
certified profits
to SASSA.
The Court
did not
make any
adverse order against Lesaka SA. The Court’s
ruling concluded the matter.
General
We are, from
time to time, subject to claims and suits, or threats of claims or suits, relating
to our business, including claims for
damages for personal injuries,
breach of contract and
employment related claims. In
certain of these actions,
plaintiffs request payment
for damages, including punitive damages, which may not be covered by insurance or may otherwise have a material adverse effect on
our business or results of
operations. In the opinion
of management, we are
not currently a party to
any proceedings that would
have
a material adverse effect on our business, financial condition,
or results of operations.
ITEM 4.
MINE SAFETY DISCLOSURES
N
ot applicable.
29
PART
II
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY,
RELATED STOCKHOLDER
MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Market information
Our common stock is listed on The NASDAQ Global Select Market, or Nasdaq, in the United States under
the symbol “LSAK”
and on the JSE in South Africa under the symbol “LSK.” The Nasdaq is
our principal market for the trading of our common stock and
we have a secondary listing on the JSE.
Our transfer
agent in
the United
States is
Computershare Shareowner
Services LLC,
480 Washington
Blvd, Jersey
City,
New
Jersey,
07310. According
to the
records of
our transfer
agent, as
of September
7, 2026,
there were
6 shareholders
of record
of our
common stock.
We
believe that
a substantially
greater number
of beneficial
owners of
our common
stock hold
their shares
though
banks, brokers,
and other financial
institutions (i.e. “street
name”). Our transfer
agent in South
Africa is JSE
Investor Services (Pty)
Ltd, One Exchange Square, 2 Gwen Lane, Sandown, Sandton, 2196, South
Africa.
Dividends
We
have not
paid any
dividends on
shares of our
common stock
during our
last two
fiscal years
and presently
intend to
retain
future earnings to finance the expansion of
the business. We do not anticipate paying any cash dividends in
the foreseeable future. The
future dividend policy will depend on our earnings, capital requirements, debt commitments, expansion plans, financial condition and
other relevant factors.
Issuer purchases of equity securities
On September 2, 2025, our board of directors approved a share repurchase authorization to repurchase up to an aggregate of $15
million of our
common stock. The
authorization has no
expiration date. This
share purchase authorization
replaces our $100
million
share repurchase authorization.
The table
below presents
information relating
to purchases
of shares
of our
common stock
during the
fourth quarter
of fiscal
2026:
Period
(a)
Total
number of
shares purchased
(b)
Average price
paid per share ($)
(c)
Total
number of shares
purchased as part of
publicly announced
plans or programs
(d)
Maximum dollar value
of shares that may yet
be purchased under the
plans or programs ($)
April 2026
0
-
-
15,000,000
May 2026
(1)
5,625
4.93
-
15,000,000
June 2026
0
-
-
15,000,000
Total
5,625
-
(1) Relates to the delivery of shares of our common
stock to us by certain of our employees to settle their income
tax liabilities.
These shares do not reduce the repurchase authority under our current
$15 million share repurchase program.
form10kp32i0
30
Share performance graph
The chart
below compares
the five-year
cumulative return,
assuming the
reinvestment of
dividends, where
applicable, on
our
common stock with that of the S&P 500 Index and the NASDAQ Industrial Index. This graph assumes
$100 was invested on June 30,
2021, in each of our common stock, the companies in the S&P 500 Index, and the companies in the
NASDAQ Industrial Index.
ITEM 6.
[RESERVED]
31
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS
OF OPERATIONS
The following
discussion and
analysis should
be read
in conjunction
with Item
8—“Financial Statements
and Supplementary
Data.” In
addition
to historical
consolidated
financial
information,
the following
discussion
and
analysis contains
forward-looking
statements that involve risks, uncertainties and assumptions. See Item 1A—
“Risk Factors” and “Forward Looking Statements.”
U.S. securities laws
require that when
we publish any
non-GAAP measures, we
disclose the reason
for using these
non-GAAP
measures
and
provide
reconciliations
to
the
most
directly
comparable
GAAP
measures.
We
discuss
why
we
consider
it
useful
to
present these non-GAAP
measures and the
material risks and
limitations of these
measures, as well
as a reconciliation
of these non-
GAAP measures
to the
most directly
comparable GAAP
financial measure
below at
“—Results of Operations
—Use of Non-GAAP
Measures” below.
Overview
We
offer
an
integrated
and
holistic multiproduct
platform
that
provides
transactional
accounts,
lending,
insurance,
merchant
acquiring,
cash
management,
software
and
ADP.
Targeted
solutions
and
integrations
facilitate
payments
between
consumers
and
businesses. By providing a full-service fintech platform in our connected ecosystem, we facilitate the digitization of commerce
in our
markets.
Sources of Revenue
We generate revenue through a diversified portfolio of financial, payment, software, and technology solutions,
structured across
three reportable segments: Merchant, Consumer,
and Enterprise.
Merchant
Revenues in Merchant are derived from a combination of transaction-based
fees and an ad valorem pricing model.
Merchant acquiring:
We
earn revenue
from merchant
acquiring on an
ad valorem basis,
based on a
percentage of the
total
transaction value processed through our network. We
also earn revenue from transaction fees charged to merchants.
Software:
Revenue
is generated
from
providing
licensing
software
and
technology
services
and
through
selling
hardware
(such as POS devices) to merchants.
Cash:
We earn revenue on an ad valorem basis,
based on a percentage of
the total cash settlements
processed through our cash
vaulting network. We
also earn transaction fees when customers utilize our ATM
network.
Lending:
We generate interest revenue from qualifying merchant customers who are able to access short-term business
loans.
This revenue stream includes interest charged on outstanding
loan balances.
ADP:
We also
offer merchant customers access to
platforms through which we (a) generate
revenue from the sale of prepaid
airtime and
generate fees
from distribution
of ADP,
including prepaid
solutions (airtime,
data, electricity
and gaming),
and
supplier
enabled
payments
(bill
payments,
international
money
transfers
and
supplier
payments).
These
fees
are
largely
charged on an ad valorem basis.
Consumer
Revenues in Consumer are generated from transactional banking fees, interest income, insurance premiums and card transaction
processing fees.
Transactional
Fees:
We
earn
revenue
by
charging
a
monthly
fee
and
charge
fees
on
an
ad
valorem
basis
for
goods
and
services purchased.
Transactional
fees associated
with our
consumer
accounts include
monthly
account service
fees, ATM
withdrawal fees, and other fees based on usage.
Lending:
Revenue
from
our
lending
products
is
derived
from
a
combination
of
origination
fees,
monthly
interest
on
outstanding loan balances and monthly service fees.
Insurance:
Revenue from our insurance offerings is earned monthly
and includes premiums paid by policyholders.
Enterprise
Like Merchant, Enterprise generates revenue from a combination of transaction-based
fees and an ad valorem pricing model.
ADP:
Revenue from our
ADP offering
for Enterprise clients
is primarily based
on a fixed
fee per transaction.
A secondary
pricing model is on an ad valorem basis, depending on the specific digital product
being sold.
Utilities:
Our utilities vertical generates revenue predominantly through an annuity-based model, with fees charged on an ad
valorem basis
based on
the total
value of
electricity vended
through our
platform. Ad-hoc
hardware sales
of utility
meters
also an additional contribution to revenue which are sold on a fixed price basis.
Other:
Our payment solutions enable
payment acceptance for us
and external enterprises,
on which we earn
a fixed fee per
transaction processed.
32
Developments during Fiscal 2026
This
item
discusses
our
fiscal
2026
results
across
our
three
reportable
segments:
Merchant,
Consumer,
and
Enterprise.
Discussions of our
fiscal 2025 results
compared to our
fiscal 2024 results
can be found
within our Annual
Report on Form
10-K for
the year ended June 30, 2025.
Group Level:
1.
Merchant
Fiscal 2026
marks a
pivotal year
of transformation
and consolidation
for Merchant.
Following the
acquisitions of
the Adumo
Group in fiscal 2025, the division has been undertaking a
deliberate, multi-faceted integration designed to eliminate duplication, unify
our
brand
go-to-market
approach,
and
build
a
single,
multi-product
platform
serving
merchants
across
all
segments.
This
transformation also
included bolstering
operational analytics,
which now
aligns the
Merchant revenue
drivers to
a number of
active
merchants and
ARPU (Average
Revenue Per
User) basis,
akin to
Consumer.
New leadership
was appointed
to drive
the integration
executing
against
a clear
set of
priorities:
integrating
our Community
and Corporate
Merchant
channels under
a unified
operating
model, rationalizing cost and infrastructure and deepening product penetration
across our merchant base.
2.
One Lesaka: Unification of Group Branding
In November
2025, we
launched a
refreshed Lesaka
master brand,
accelerating the
realignment of
all merchant-facing
brands
including Kazang,
Adumo, GAAP,
Card Connect,
and Capital Connect
under a
single “One Lesaka”
identity.
We
expect full
brand
alignment to
be substantially
complete by
the end of
calendar 2026,
with certain
brands already
transitioned. This
unification is
not
merely cosmetic
but it
reflects the
consolidation
of our
operating infrastructure,
sales force,
and distribution
channels into
a single
integrated model. Coupled
with the branding change,
we have consolidated our
Johannesburg office
footprint into a single hub,
with
similar exercises close to completion in
both Cape Town and Durban. As a
result of these unification actions, we
have incurred Lesaka
brand refresh
expenses (treated
as a
once-off item)
and increased
intangible asset
amortization charges
due to
the shortening
of the
deemed useful lives of certain brand trademark assets in fiscal 2026,
and recorded right-of-use lease impairments.
3.
Deleveraging: Approaching Our Medium-Term
Capital Structure Target
Our
capital
structure
has
continued
to
strengthen
materially
over
the
course
of
fiscal
2026,
building
on
the
debt
refinancing
actions in fiscal
2025 and 2026.
Net debt to
Group Adjusted EBITDA
has reduced progressively
through the year,
from 2.9 times at
the start
of the
fiscal year
to 1.9
times by
the end
of the
fiscal year,
achieving our
medium term
target of
2.0 times
or lower.
This
deleveraging has been achieved alongside continued investment in growth,
including in our lending books, and reflects the combined
benefit of the
lower funding costs
secured through our
fiscal 2025 and
2026 refinancing, the
cash generation of
the underlying business,
and
disciplined
capital
allocation
across
the
Group.
We
expect
the
proposed
Bank
Zero
transaction,
once
completed,
to
support
a
further step-change
in our funding
profile by enabling
Lesaka to fund
lending growth
increasingly through
customer deposits rather
than
wholesale
debt,
representing
further
structural
improvement
to
the
Group's
funding
profile
and
an
additional,
significant
deleveraging event at the Group level.
4.
Portfolio Rationalization and Exit of Non-Core
Activities
During fiscal 2026,
we have continued
to simplify the
Group. In
the third quarter, we
made the
decision to exit
our ATM business,
which
we
had
concluded
was
structurally
loss-making
and
immaterial
in
scale,
recognizing
an
impairment
and
once-off
costs
of
approximately
ZAR 27
million
in
connection
with
the
wind-down.
In the
same quarter,
we
sunset
SwitchPay
Proprietary
Limited
(“SwitchPay”),
a
legacy
buy-now-pay-later
product,
recognizing
an
impairment
of
$0.4
million
(ZAR
6.5
million).
We
also
deregistered Masterpayment GmbH (“Masterpayment”),
a legacy offshore entity, recognizing a gain of $0.9 million (ZAR 14 million)
on deregistration, and
reversed a $1.5
million (ZAR 25 million)
receivables allowance following
the successful collection
of monies
owed in
respect of
a legacy
investment. Earlier
in fiscal
2026, we
finalized the
liquidation of
CPS, releasing
provisions of
ZAR 65
million,
and
disposed
of
our remaining
stake
in
Cell-C
for
proceeds
of $3.9
million
(ZAR 50
million).
These
actions collectively
represent
the
substantial
completion
of
the
non-core
portfolio
rationalization
that
has
been
undertaken
since
fiscal
2023,
allowing
management
to
focus
capital
and
attention
on
our
scalable,
digitally-led
growth
platforms
with
a
balance
sheet
representative
of
present-day Lesaka and no material legacy investments.
5.
Proposed Acquisition of Bank Zero: Regulatory
Progress
Our
proposed
acquisition
of
Bank
Zero
Mutual
Bank,
announced
on
June
26,
2025,
has
progressed
through
key
regulatory
milestones
during
fiscal
2026.
In
November
2025,
the
South
African
Competition
Commission
recommended
approval
of
the
transaction,
and the
Competition Tribunal
subsequently granted
its approval
in the
second quarter
of fiscal
2026, a
significant step
forward in the transaction timeline. We continue to engage with
the Prudential Authority of the
South African Reserve Bank regarding
its final
approval,
which
remains outstanding
alongside
South
African
Exchange
Control
approval.
As these
remaining
regulatory
consents are still being procured, on June 11, 2026 we agreed with the Bank Zero
sellers’ representatives to extend the long-stop date
for fulfilment or waiver of remaining conditions precedent from August 6, 2026
to January 31, 2027. We do not believe this extension
s
ignals any impediment to closing; rather,
it reflects the ordinary pace of the outstanding Prudential Authority process.
33
Once completed, the
transaction is expected
to deliver meaningful
funding and balance
sheet benefits, including
a reduction in
gross debt of more than ZAR 1 billion, whereby Lesaka can fund lending growth through Bank Zero, supporting further deleveraging
and improved cash conversion.
Operating Segment Level:
Merchant
We manage our Merchant operations through two distinct
channels: Community, which focuses on local, high-growth businesses
acquired
through direct,
face-to-face
sales and
rapid
conversion cycles;
and
Corporate, which
serves large
-scale organizations
and
franchises requiring customized, multi-product solutions through
a strategic, long-term sales process.
In the second
quarter of fiscal
2026, we introduced
a refined
reporting framework for
the Merchant division
to better represent the
primary
drivers
of
our
revenue
and
performance.
Developed
through
a
comprehensive
review
of
our
operational
analytics,
this
framework
aligns
our
Merchant
metrics, specifically
active
merchant
count
and
blended
ARPU with
our
Consumer
division
to provide a holistic view
of
our
ecosystem.
We
are
treating
this
updated
approach
as
a
baseline
for
future
comparisons
to
ensure
consistent reporting across our
channels; as such,
this transition may
result in non-material inconsistencies
with certain legacy metrics.
Our definition
of an active
merchant is any
merchant that has
made a voluntary
transaction (debit and/or
credit) within the
last
90 days. Previously, we reported
on a point
of presence basis,
which was more
focused on our
device estate. This
updated methodology
of an active merchant reflects the revenue generating
engagement of our entire Merchant base and more accurately
tracks our current
and future monetization
strategy for the
division. ARPU excludes
once-off and non-recurring
revenue such as
hardware and installation
costs as well as revenue from non-South African subsidiaries.
The underlying drivers of ARPU performance are based on cross-sell product penetration and the individual product related Key
Performance Indicators (“KPI’s
”) are shown below.
2026
2025
2026 vs
2025
Merchant
Active Merchants
131,545
127,588
3%
Merchant ARPU
(1)
(ZAR per month)
1,784
1,884
(5%)
Product Penetration Rate: 2 or more products
46%
46%
0%
Product Penetration Rate: 3 or more products
7%
10%
(29%)
Merchant: Acquiring
Active Merchants
73,714
70,294
5%
Total Payment Volume
(“TPV”) (ZAR billions)
43.7
34.5
27%
Merchant: Software
Active Merchants
9,738
9,755
(0%)
Merchant: Cash Management
Active Merchants
4,942
4,837
2%
TPV (ZAR billions)
119.0
114.8
4%
Merchant: Lending
Lending Origination (ZAR millions)
844
847
(0%)
Net Lending Portfolio Outstanding (ZAR millions)
463
402
15%
Merchant: Alternative Digital Products
Active Merchants
101,659
98,222
3%
TPV (ZAR billions)
54.8
41.7
31%
TPV - Prepaid Solutions (ZAR billions)
23.5
20.9
12%
TPV - Supplier Enabled Payments (ZAR billions)
31.2
20.8
50%
Notes:
(1) ARPU is calculated on a revenue per
active merchant basis based on a 3-month rolling average for the
quarter ended June 30,
2026.
34
Notable developments within Merchant:
Within Merchant Acquiring: Year
-on-year comparison of TPV are not meaningful
as fiscal 2025 only included Adumo for nine
months, which is
in the Corporate
channel. In the
Community channel it is
comparable and TPV
attributable to the Community
channel
increased to ZAR 15.7
billion representing 15% year-on-year
growth. This was driven
primarily from the continued
strategy to offer
a multi-product offering
focused on cash management
solutions and ADP,
particularly Supplier Enabled
Payments, to attract greater
merchant acquiring volumes in this segment.
Within
Software: Continued
focus on
deploying Unity,
our cloud-based
point-of-sale (POS)
software offering
to existing
and
new merchants. Unity has a lower monthly cost than on-premises solutions, the increase in client numbers was offset by a decrease in
average revenue per user,
resulting in core revenue
remaining flat. Migration to
Unity enables easier integration
of our Software and
Acquiring propositions into one holistic bundle. Approximately 17%
of our Software base currently use the Unity offering.
Within
Cash: Our
business is
experiencing differing
secular trends
in its
two distinct
markets. At
the Corporate
channel, cash
continues
to
experience
a
downward
trend
of
growth
as
digital
payment
adoption
progressively
increases
in
this
sector.
At
the
Community channel,
we continue to
see growth for
our cash management
solutions, with cash
TPV growth
totaling to 55%
year-on
year. The Community channel
now accounts for
20% of all
processed cash TPV
processed. This signals
rapid growth among
merchants
within this segment aiming to digitize their cash holdings.
Within
Lending:
Lending
originations
remained
flat
year-over-year,
primarily
reflecting
the
ongoing
product
refinement
and
distribution strategy for
this specific product
within the Corporate
channel.
We
experienced a modest
increase in aggregate portfolio
duration over the period.
Within ADP: Core to our device placement strategy is the decision
to focus on quality business and optimizing our existing
fleet.
This can be
seen through the
TPV growth which
is primarily driven
by our Supplier
Enabled Payment product,
delivering 50% year
on-year
growth.
This
enables
Community
Merchants
to
digitize
their
required
payments
to
suppliers
at
competitive
pricing
and
introduces
them to
the Lesaka
Merchant ecosystem.
Within
the Prepaid
Solutions product,
TPV processed
delivered 12%
year-on-
year growth. Although we
continue to see sustained margin
pressures from wholesale providers
of airtime, we have
seen an offset in
TPV processed for other prepaid products such as electricity and vouchers.
Consumer
Our consumer base includes South African grant beneficiaries and other
Lesaka Payouts cardholders.
Our grant beneficiary base includes both permanent and
non-permanent grant beneficiaries. As Consumer has evolved, both sub-
categories of consumers are revenue generating and hence the combined consumer base metrics shown below are most appropriate
to
measure the performance of the division financially and operationally.
Although historically we have shown these metrics separately,
it is maintained that approximately 89% of the active consumer base
are permanent grant beneficiaries.
Our definition of an
active consumer is any
consumer that has made
a voluntary transaction (debit
and/or credit) within the
last
90 days. Consumers who may be
charged a monthly banking fee
but have not made a voluntary transaction
in the last 90 days would
not be considered an active consumer.
The definition of
an active consumer
reflects the revenue
generating engagement of
our entire consumer
base and more
accurately
tracks our current and future monetization strategy for
the division. We will continue to show the Lesaka Payouts separately
given this
follows a different monetization model.
35
The
underlying
drivers
of
ARPU performance
are
based
on
cross-sell
product
penetration
and
the
individual
product
related
KPI’s are shown below.
2026
2025
2026 vs
2025
Consumer
Active Consumers (millions)
2.08
1.88
11%
ARPU
(1)
(ZAR per month)
94
82
15%
Product Penetration Rate: 2 or more products
51%
45%
11%
Product Penetration Rate: 3 products
20%
16%
23%
Consumer: Transactional Accounts
Active Consumers (millions)
2.08
1.88
11%
Net Activations (thousands)
202
349
(42%)
Consumer: Lending
Number of Loans Originated (thousands)
1,523
1,299
17%
Lending Origination (ZAR millions)
3,769
2,500
51%
Lending Portfolio Outstanding (ZAR millions)
(2)
1,396
997
40%
Consumer: Insurance
Number of Insurance Policies Written (thousands)
278
215
29%
Active Insurance Policies (thousands)
753
563
34%
Gross Written Premium (ZAR millions)
528
376
41%
Consumer: Lesaka Payouts
Approximate number of active cardholders (thousands)
174
213
(18%)
Approximate load value for the period (ZAR millions)
770
604
27%
Notes:
(1) ARPU is
calculated on
a revenue
per active consumer
basis whereby an
active consumer
can be both
a permanent and
non
permanent grant. ARPU is a monthly figure based on a 3-month rolling
average for the quarter ended June 30, 2026.
(2) Gross loan book, before provisions.
Notable developments within Consumer:
Within
Transactional
Accounts:
Growth
in
active
consumers
was
driven
primarily
by
continued
product
and
technology
innovation, including Bonngwe (our proprietary Customer Relationship Management (“CRM”) engine). These improvements to sales
consultant
and
consumer
experience
have
driven
higher
cross-sell
penetration
for
both
our
existing
base
and
newly
onboarded
consumers.
As
we
grow
our
distribution
footprint,
further
growth
in
active
consumers
has
come
from
product
augmentation,
an
example
being
Pusha
Manje,
our
USSD-focused,
direct-to-consumer
ADP platform,
which
allows
consumers
to
purchase airtime,
electricity, and other
products directly from a mobile phone.
Within Lending: We
have continued to see strong growth in our lending products, with credit loss ratios tracking below our
risk
appetite.
Reflecting
the
realized
loss
experience
that
has
consistently
come
in
below
provisioning
levels,
and
supported
by
enhancements to assessment
criteria e.g. affordability, we have
adjusted our provisioning
from 6.5%
to 5.5% of
the outstanding lending
portfolio. The revised rate reflects management's current best estimate of expected credit losses and remains subject to regular review
as the book evolves.
Within
Insurance: Our insurance
product saw
continued growth
in Gross
Written
Premiums written
which has
been driven
by
continued adoption
of our Bonngwe
engine, enabling
sales consultants
to cross-sell
an insurance
policy in
an efficient
manner. We
have launched our open market insurance offering which allows for consumers outside of the Lesaka base to purchase a
policy, which
represents a key growth vector for the product offering.
36
Enterprise
Our Enterprise
Division primarily
consists of
our ADP
offering
(which includes
prepaid solutions
and bill
payments) and
the
Utilities offering.
The underlying drivers of
performance are primarily based
on TPV processed. Individual
product related KPI’s are shown below.
2026
2025
2026 vs
2025
Enterprise: ADP
TPV (ZAR billions)
48.0
40.9
17%
Enterprise: Utilities
Active Meters (thousands)
382
345
11%
TPV (ZAR millions)
1,934
771
151%
Notable developments within Enterprise:
Within ADP: We
continue to see
increased TPV for
bill payments driven
from increased usage from
our existing bank
channel
partners,
which
grew
primarily
from
targeted
marketing
campaigns
as
well
as
newly
onboarded
channel
partners
across
banking,
fintech and retail. The
launch of our “4All” product,
a multi-store of value voucher
which can be redeemed at
40+ partners, has seen
continued growth in TPV at higher take rates
than bill payments, despite still being in early
development. We have now migrated 95%
of all other subproducts of ADP TPV offered in Merchant via
the Enterprise division, reducing reliance on external partners.
Within
Utilities: We
delivered results
consistent with
the stable,
recurring nature
of the
business, underpinned
by transaction-
based
revenue
coupled
with
continued
growth
in
the
number
of
connected
meters
and
sustained
demand
for
prepaid
electricity
vouchers. Year
-over-year comparisons for the vertical are not meaningful, as the business was consolidated into our results only from
the third quarter of fiscal
2025 and therefore contributed
a partial period in the prior
year against a full twelve
months in fiscal 2026.
Performance
over the
period reflected
the product’s
core strengths
of predictable,
annuity-like
revenue streams
and steady
volume
growth.
Critical Accounting Policies
Our audited consolidated
financial statements have
been prepared in accordance
with U.S. GAAP,
which requires management
to
make
estimates
and
assumptions
about
future
events
that
affect
the
reported
amount
of
assets
and
liabilities
and
disclosure
of
contingent assets and liabilities.
As future events and
their effects cannot be
determined with absolute certainty,
the determination of
estimates requires
management’s
judgment based
on a
variety of
assumptions and
other determinants
such as
historical experience,
current
and
expected
market
conditions
and
certain
scientific
evaluation
techniques.
Management
believes
that
the
following
accounting policies
are critical due
to the degree
of estimation required
and the impact
of these policies
on the understandi
ng of the
results of our operations and financial condition.
Recoverability of Goodwill
A significant component
of our growth
strategy is to acquire
and integrate businesses
that complement
our existing operations.
The purchase
price of
an acquired
business is
allocated to
the tangible
and intangible
assets acquired
and liabilities
assumed
based
upon their estimated
fair value at the
date of purchase.
The difference between
the purchase price and
the fair value of
the net assets
acquired is
recorded as goodwill.
In determining
the fair value
of assets acquired
and liabilities assumed
in a business
combination,
we use various
recognized valuation methods, including
present value modeling.
Further, we make assumptions
using certain valuation
techniques, including discount rates and timing of future cash flows.
We
review the
carrying value
of goodwill
annually (June
30) or
more frequently
if circumstances
indicating impairment
have
occurred.
For instance, we performed interim impairment testing as of March 31,
2026, related to goodwill allocated to our Switchpay
reporting
unit
within
our
Merchant
segment
as
triggering
events
were
identified
outside
of
the
annual
impairment
test
date.
In
performing this review,
we are required to estimate
the fair value of goodwill that
is implied from a valuation of
the reporting unit to
which the goodwill
has been allocated
after deducting the
fair values of
all the identifiable
assets and liabilities
that form part
of the
reporting unit. The determination of the
fair value of a
reporting unit requires us to
make significant judgments and estimates.
Changes
in these judgements and
estimates may impact
on the outcome
of the impairment test.
For instance, the
fair value of the
Lesaka Payouts
reporting unit included in
our Consumer segment exceeded
the carrying value of the
reporting unit as of June
30, 2026, by 15.8%.
If
we had used
a weighted average
cost of capital
(“WACC”)
rate that was
2% higher,
we would have
recorded an impairment
of $0.4
million, and if the WACC
rate was 2% lower, the headroom would
have increased from 15.8% to 45.3%.
37
In determining the fair value of
reporting units for fiscal 2026
and fiscal 2025, we considered
key judgements related to reporting
unit revenue growth rates, the weighted-average cost of capital applicable to peer and industry comparables of the reporting units and
the forecast period to be used. In determining the fair value of reporting
units for fiscal 2024, our key judgements related to reporting
unit revenue growth rates and the weighted-average cost of capital applicable to peer and industry comparables of the reporting units.
We base our estimates on assumptions we believe to be reasonable but that are unpredictable and inherently uncertain. In addition, we
make judgments
and assumptions
in allocating
assets and
liabilities to
each of
our reporting
units. Refer
to Note
10 to
our audited
consolidated financial statements for a summary of the key judgements used in
our impairment testing.
The results of our impairment tests during fiscal 2026 and 2025 indicated that the fair value of our reporting units exceeded their
carrying values, with the
exception of the
$0.4 million (related
to the SwitchPay
reporting unit) and
$17.0 million (related
to the Lesaka
Cash Management
,
Lesaka MT,
Lesaka
Payouts
and
Lesaka Alternative
Digital
Products
Proprietary
Limited
(formerly
known
as
EasyPay Proprietary
Limited) (“Lesaka
ADP”) reporting
units), respectively,
of goodwill
impaired during
fiscal 2026
and 2025,
as
discussed in Note 10 to our audited consolidated financial statements. The results of our impairment tests during fiscal 2024
indicated
that the fair value of our reporting units exceeded their carrying values and so did not
require impairment.
Intangible Assets Acquired Through Acquisitions
The
fair values
of the
identifiable
intangible
assets acquired
through
acquisitions
were determined
by management
using
the
purchase method
of accounting.
We
completed
the acquisition
of Atom
Operations Proprietary
Limited (“Atom”)
and MobileMart
during fiscal 2026
where we identified and recognized intangible assets. We
completed the acquisition of Adumo and Utilities during
fiscal 2025
where we identified
and recognized
intangible assets. We
did not
identify any
significant intangible
assets related to
the
Lesaka
Insights
Proprietary
Limited
(formerly
known
as Touchsides
Proprietary
Limited)
(“Lesaka
Insights”)
acquisition
in fiscal
2024. We
used the
relief from
royalty method
to value
identified brands
identified in
the Adumo
acquisition, and
the multi-period
excess earnings method to
value identified customer relationships
and the replacement cost
approach to value the
identified technology
assets
related
to
Atom,
MobileMart,
Adumo
and
Utilities.
We
have
used
the
relief
from
royalty
method,
the
multi-period
excess
earnings method, the income approach
and the cost approach to value other
historic acquisition-related intangible assets. In
so doing,
we made assumptions regarding expected future
revenues and expenses to develop the
underlying forecasts, applied contributory asset
charges, WACC
rates, and useful lives.
The valuations were based on information available at the
time of the acquisition and the expectations and
assumptions that were
deemed reasonable by us. No assurance can be given, however,
that the underlying assumptions or events associated with such assets
will occur as
projected. For these
reasons, among others,
the actual cash
flows may vary
from forecasts of
future cash flows.
To
the
extent actual cash flows
vary, revisions
to the useful life
or impairment of intangible
assets may be necessary.
Management assesses
the useful life of
the acquired intangible assets
upon initial recognition and revisions
to the useful
life or impairment of
these intangible
assets may be necessary in the future.
For instance, during early
calendar 2025, our executive
considered the unification of
our merchant segments operations
and the
realignment of
our brands
under the
master brand
“Lesaka”.
We
have identified
the steps
and timing
to realign
the affected
brands
under the master
brand and expect
to have complete
alignment by February
2027, with certain
brands already
aligned by December
2025. The change in brands
has resulted in a change
in the useful lives of certain
of our brand and trademark
intangible assets which
has resulted in an increase (excluding the impact on “Adumo” and “GAAP” brands) in amortization expense of $6.3 million and $2.6
million during
the years
ended June 30,
2026 and 2025,
respectively,
compared with
the comparative
periods assuming
the original
useful lives.
Furthermore, we
recorded an
impairment loss
of $1.8
million related
to Lesaka
MT intangible
assets which
were fully
impaired
during
the
year
ended
June
30,
2025.
Refer
to
Note
10
of
our
audited
consolidated
financial
statements
for
additional
information.
Revenue recognition – principal versus agent considerations
We generate
revenue from the provision of transaction-processing
services through our various platforms
and service offerings.
We use these platforms to (a) sell prepaid airtime
vouchers that are held as
inventory and (b) distribute ADP, including prepaid airtime
vouchers (which we do not hold as inventory), prepaid electricity, gaming vouchers, and other services, to end consumers through our
platforms. The determination of whether we act as a principal
or as an agent when providing these services using
guidance contained
in
Accounting
Standards
Codification
(“ASC”)
606
Revenue
from
Contracts
with
Customers
requires
a
significant
amount
of
judgement. When
we are the
principal in
a transaction,
revenue is reported
on a gross
basis. When
we are an
agent in
a transaction,
revenue
is recognized
based on
the amount
that
we are
contractually
entitled to
receive
for
performing
the distribution
service on
behalf of our customers.
38
Finance Loans Receivable and Allowance for Credit Losses
Merchant lending
The allowance for credit losses related to Merchant finance loans receivables is calculated by multiplying the expected write-off
rate for
doubtful or legal
debt with the
total actual receivables
in default
plus multiplying the
expected loss
rate with the
month-end
outstanding lending book. Our risk management procedures include adhering to our proprietary lending criteria which uses an online-
system loan application
process, obtaining
necessary customer
transaction-history data
and credit bureau
checks. We
consider these
procedures to
be appropriate
because it
takes into
account a
variety of
factors such
as the
customer’s credit
capacity and
customer-
specific risk factors when originating a loan.
We
use historical default
experience over the
lifetime of loans
generated thus
far in order
to calculate
an expected loss
rate for
the lending book.
In addition,
management determines the
expected write-off rate
for doubtful
or legal
debt based
on historical
recovery
trends for
defaulted receivables.
The allowance
for credit
losses related to
these merchant
finance loans
receivables is
calculated by
multiplying the expected
write-off rate for
doubtful or legal
debt with
the total
actual receivables in
default plus multiplying
the lifetime
loss rate with the month-end outstanding lending book. The expected loss rate as of June 30,
2026 and June 30, 2025, was 3.21% and
1.14%,
respectively.
The performing component (that is,
outstanding loan payments not
in arrears), under-performing component (that
is,
outstanding
loan
payments
that
are
in
arrears)
and
non-performing
component
(that
is,
outstanding
loans
for
which
payments
appeared to have ceased) of
the book represents approximately 92%,
7% and 1%, respectively,
of the outstanding lending book
as of
June
30,
2026.
The
performing
component,
under-performing
component
and
non-performing
component
of
the
book
represents
approximately 95%, 4% and 1%, respectively,
of the outstanding lending book as of June 30, 2025.
Consumer microlending
The allowance for credit losses related to Consumer finance loans receivables is calculated by multiplying the expected loss rate
with the month-end outstanding lending book
, excluding upfront initiation fees.
Loans to customers have
a tenor of up
to nine months,
with the majority of loans originated having a tenor of six months. Credit bureau
checks as well as an affordability test are conducted
as part of
the origination process,
both of which
are in line with
local regulations. We
consider this policy
to be appropriate
because
the affordability test it performs takes into account a variety of factors such as other debts and total expenditures on
normal household
and
lifestyle
expenses.
Additional
allowances
may
be
required
should
the
ability
of
its
customers
to
make
payments
when
due
deteriorate in the future. While
the allowance for credit
losses is primarily determined utilizing
a provisioning model, there is still
an
element of judgment
required to assess the
ultimate recoverability of
these finance loan receivables,
including ongoing evaluation
of
the creditworthiness of each customer.
We
have operated this
lending book for
more than five
years and use
historical default experience
over the lifetime
of loans in
order to calculate a expected loss
rate for the lending book. We analyze this lending book
as a single portfolio because the
loans within
the portfolio
have similar characteristics
and management
uses similar processes
to monitor
and assess the
credit risk of
the lending
book. The allowance for credit losses
related to these microlending finance loans receivables
is calculated by multiplying the expected
loss rate with
the month
end outstanding
lending book, excluding
upfront initiation
fees. The expected
loss rate as
of June 30,
2026
and 2025,
was 5.50% and
6.50%, respectively.
The performing
component (that
is, outstanding
loan payments not
in arrears) of
the
book exceeds more than 99.0% and 98.0% of outstanding lending book
as of June 30, 2026 and 2025, respectively.
Recent Accounting Pronouncements
Recent accounting pronouncements adopted
Refer
to
Note
2 of
our
audited consolidated
financial
statements for
a full
description
of recent
accounting
pronouncements,
including the dates of adoption and effects on financial
condition, results of operations and cash flows.
Recent accounting pronouncements not yet adopted as of June 30,
2026
Refer to Note 2
of our audited consolidated
financial statements for a
full description of recent
accounting pronouncements not
yet adopted as of June 30, 2026, including the expected dates of adoption
and effects on financial condition, results of operations and
cash flows.
form10kp41i0
39
Currency Exchange Rate Information
Actual exchange rates
The actual exchange rates for and at the end of the periods presented were
as follows:
Table 1
June 30,
2026
2025
2024
ZAR : $ average exchange rate
16.9074
18.1644
18.7070
Highest ZAR : $ rate during period
18.1650
19.6350
19.4568
Lowest ZAR : $ rate during period
15.7392
17.1144
17.6278
Rate at end of period
16.4072
17.7554
18.1808
Translation Exchange Rates
We
have
translated
the results
of operations
and
operating segment
information
for the
year
ended June
30, 2026,
2025,
and
2024, provided in the tables
below using the actual average
exchange rates per month between
the USD and ZAR. Thus,
the average
rates used to translate this
data for the years
ended June 30, 2026, 2025
and 2024, vary slightly
from the averages shown in
the table
above.
40
Results of operations
The discussion
of our
consolidated overall
results of
operations is
based on
amounts
as reflected
in our
audited consolidated
financial statements which are prepared in accordance
with U.S. GAAP.
We analyze our
results of operations both in U.S. dollars, as
presented in the audited consolidated financial statements, and supplementally in ZAR, because ZAR is the functional currency of the
entities which contribute the majority of our results and is the currency in which
the majority of our transactions are initially incurred
and
measured.
Presentation
of
our
reported
results
in
ZAR
is
a
non-GAAP
measure.
Due
to
the
significant
impact
of
currency
fluctuations between
the U.S. dollar
and ZAR on
our reported
results and
because we
use the
U.S. dollar as
our reporting
currency,
we believe that
the supplemental presentation
of our results
of operations in
ZAR is useful
to investors to
understand the changes
in
the underlying trends of our business.
Our
operating
segment
revenue
presented
in
“—Results
of
operations
by
operating
segment”
represents
total
revenue
per
operating segment before intercompany
eliminations. A reconciliation between
total operating segment revenue and
revenue, as well
as the reconciliation between our segment performance measure
and net income (loss) before tax expense
(benefit),
is presented in our
audited consolidated financial
statements in Note
21 to
those statements.
Our chief operating
decision maker is
our Executive
Chairman
and he
evaluates segment
performance based
on segment
earnings before
interest, tax,
depreciation and
amortization (“EBITDA”),
adjusted for
items mentioned
in the
next sentence
(“Segment Adjusted
EBITDA”) for
each operating
segment. We
do not
allocate
once-off items
(as defined
below), stock-based
compensation charges,
impairment of
other intangible
assets, other
items (including
gains or losses
on disposal
of investments, fair
value adjustments to
equity securities), interest
income, interest
expense, income
tax
expense
or
earnings
from
equity-accounted
investments
to
our
reportable
segments.
We
have
included
an
intercompany
interest
expense in our
Consumer Segment Adjusted
EBITDA for fiscal
2025. Once-off items
represent non-recurring expense
items, including
costs related
to
acquisitions
and
transactions
consummated
or
ultimately
not
pursued.
The Stock-based
compensation
adjustments
reflect stock-based compensation expense and are both excluded
from the calculation of Segment Adjusted EBITDA
and are therefore
reported as
reconciling items
to reconcile
the reportable
segments’ Segment
Adjusted EBITDA
to our
income (loss)
before income
tax expense.
Group
Adjusted
EBITDA
represents
Segment
Adjusted
EBITDA
after
deducting
group
costs.
Refer
also
“Results
of
Operations—Use of Non-GAAP Measures” below.
In fiscal 2026 we closed the acquisitions of Atom and
MobileMart and have integrated their businesses into ours from December
2025
and
February
2026,
respectively.
In fiscal
2025 we
closed the
acquisitions
of
Adumo and
Utilities and
have
integrated
their
businesses into ours. Our fiscal 2025 financial results include Adumo from October 1, 2024 and Utilities from
March 3, 2025, and do
not include
Atom and
MobileMart. Refer
also to
Note 3
to the
audited consolidated
financial statements
for additional
information
regarding these transactions. Atom, MobileMart, Adumo and Utilities are not
included in our financial results for fiscal 2024.
We
analyze our
business and
operations
in terms
of three
inter-related
but independent
operating segments:
(1) Merchant
(2)
Consumer and (3) Enterprise.
In addition, corporate activities
that are impracticable to
allocate directly to the
operating segments, as
well as any inter-segment eliminations, are included in Group costs. Inter-segment revenue eliminations are included
in Eliminations.
Fiscal 2026 Compared to Fiscal 2025
The following factors had
a significant influence on
our results of
operations during fiscal 2026
as compared with
the same period
in the prior year:
Higher revenue:
Our revenues increased by 9.4% in U.S. dollar and 1.7% in ZAR, primarily due to the inclusion of Utilities
and MobileMart,
as well
as higher
transaction, insurance
and lending
revenues in
Consumer,
which was
partially offset
by
lower prepaid airtime revenue;
Operating
income
increase:
Operating
income
increased
primarily
due
to
strong
performance
by
Consumer
and
the
contribution
from
Utilities
in
Enterprise,
which
was
partially
offset
by
an
increase
in
amortization
of
acquisition-related
intangible assets;
Lower net
interest charge:
Net interest
charge
decreased to
$15.6 million
(ZAR 264.6
million) from
$19.2 million
(ZAR
349.5 million) primarily
due to a lower
interest expense following
lower interest rates and
the exclusion of interest
expense
incurred under our borrowing arrangements
related to our Consumer lending
book in fiscal 2026 compared with
2025. On a
comparable basis the
equivalent interest expense
related to the
Consumer lending book
for fiscal
2025 was included in
interest
expense from July 2024 to February 2025; and
Foreign exchange movements:
The U.S. dollar was 6.9% weaker against the ZAR during fiscal
2026
compared to the prior
period, which positively impacted our U.S. dollar reported results.
41
Consolidated overall results of operations
This discussion is based on the amounts prepared in accordance with U.S. GAAP.
The following tables show the changes in the items comprising our statements of operations,
both in U.S. dollars and in ZAR:
Table 2
In U.S. Dollars
Year
ended June 30,
2026
2025
$ %
$ ’000
$ ’000
change
Revenue
721,554
659,701
9%
Cost of goods sold, IT processing, servicing and support
(A)
490,834
487,186
1%
Selling, general and administration
(A)(1)
166,269
131,738
26%
Depreciation and amortization
47,346
33,721
40%
Impairment loss
4,035
18,863
(79%)
Transaction costs related to Adumo, Utilities and
Bank Zero acquisitions and
certain compensation costs
389
16,159
(98%)
Operating income (loss)
12,681
(27,966)
nm
Change in fair value of equity securities
2,593
(59,828)
nm
Loss on impairment or disposal of equity-accounted investment
584
161
263%
Reversal of allowance for doubtful loan receivable
1,500
-
nm
Loss on disposal of equity securities
730
-
nm
Other income
3,883
-
nm
Interest income
2,889
2,596
11%
Interest expense
(A)
18,506
21,824
(15%)
Income (Loss) before income tax expense (benefit)
3,726
(107,183)
nm
Income tax expense (benefit)
(A)
1,429
(15,982)
nm
Net income (loss) before earnings from equity-accounted investments
2,297
(91,201)
nm
Earnings from equity-accounted investments
215
114
89%
Net income (loss)
2,512
(91,087)
nm
Add net loss attributable to non-controlling interest
246
130
89%
Net income (loss) attributable to us
2,758
(90,957)
nm
(A)
In
order
to
correct
the
errors
discussed
in
Note
1
to
the
consolidated
statement
of
operations,
Cost
of
goods
sold,
IT
processing, servicing
and support
increased by
$0.6 million,
Selling, general
and administration
expense increased
by $0.2
million,
Operating income
decreased by $0.9
million, Interest expense
increased by
$0.4 million, income
tax expense (benefit)
decreased by
$2.2 million,
and the subtotal
captions from
Income (Loss) before
earnings (loss) from
equity-accounted investments to
Net income
(loss) attributable to Lesaka decreased by $3.4 million for fiscal 2025
.
(1) Selling, general and administration includes allowance for credit losses.
42
Table 3
In South African Rand
Year
ended June 30,
2026
2025
ZAR %
ZAR ’000
ZAR ’000
change
Revenue
12,180,962
11,980,399
2%
Cost of goods sold, IT processing, servicing and support
(A)
8,289,867
8,845,530
(6%)
Selling, general and administration
(A)(1)
2,806,221
2,392,857
17%
Depreciation and amortization
802,598
612,298
31%
Impairment loss
67,116
334,929
(80%)
Transaction costs related to Adumo, Utilities and
Bank Zero acquisitions and
certain compensation costs
6,664
291,358
(98%)
Operating income (loss)
208,496
(496,573)
nm
Change in fair value of equity securities
43,957
(1,089,871)
nm
Loss on impairment or disposal of equity-accounted investment
10,342
2,886
258%
Reversal of allowance for doubtful loan receivable
25,132
-
nm
Loss on disposal of equity securities
12,286
-
nm
Other income
65,353
-
nm
Interest income
48,621
47,108
3%
Interest expense
(A)
313,258
396,649
(21%)
Income (Loss) before income tax expense (benefit)
55,673
(1,938,871)
nm
Income tax expense (benefit)
(A)
23,583
(289,008)
nm
Net income (loss) before earnings from equity-accounted investments
32,090
(1,649,863)
nm
Earnings from equity-accounted investments
3,593
2,035
77%
Net income (loss)
35,683
(1,647,828)
nm
Add net loss attributable to non-controlling interest
4,155
2,307
80%
Net income (loss) attributable to us
39,838
(1,645,521)
nm
(A) In order
to correct the
error discussed in
Note 1 to
the consolidated statement of
operations, Cost of
goods sold, IT
processing,
servicing
and
support increased
by
ZAR
11.6
million,
Selling,
general
and
administration
expense
increased
by ZAR
4.1
million,
Operating
income
decreased
by
ZAR
15.7
million,
Interest
expense
increased
by
ZAR
6.8
million,
income
tax
expense
(benefit)
decreased
by
ZAR
39.3
million,
and
the
subtotal
captions
from
Income
(Loss)
before
earnings
(loss)
from
equity-accounted
investments to Net income (loss) attributable to Lesaka decreased by
ZAR 61.7 million for fiscal 2025.
(1) Selling, general and administration includes allowance for credit
losses.
Revenue increased by $61.9 million (ZAR 0.2 billion)
or 9.4% (in ZAR, 1.7%).
The increase was primarily due to the inclusion
of Utilities and MobileMart, the impact of an increase in certain issuing fee base prices year-over-year,
and transaction activity in our
issuing business,
and
an increase
in insurance
premiums
collected and
lending revenues
(including
interest) following
higher
loan
originations,
which
was
partially
offset
by
the
decrease
in
the
volume
of
prepaid
airtime
sold.
Refer
to
discussion
above
at
“—
Developments during Fiscal 2026” for a description of key trends impacting our
revenue this fiscal year.
Cost of
goods sold,
IT processing,
servicing and
support increased
by $3.6 million
(or
0.7%)
and in
ZAR decreased
by ZAR
0.6 billion (or 6.3%). The decrease in ZAR is primarily
due to the decrease in the prepaid airtime costs,
which was partially offset by
an increase
in lending
related expenditures
(including interest
expense), higher
insurance-related
claims and
third party
transaction
fees and the inclusion of Utilities and MobileMart.
Selling, general
and administration expenses
increased by $34.5
million (ZAR 413.4
million), or 26.2%
(in ZAR, 17.3%).
The
increase was primarily due to the
inclusion of Adumo and Utilities;
higher marketing costs related
to the Lesaka rebrand, an increase
in the allowance
for credit losses
as a result
of higher
lending activities by
Consumer and Merchant,
higher consulting
fees, and the
year over-year
impact of
inflationary increases
on certain
expenses, which
was partially
offset
by lower
stock-based compensation
charges.
Depreciation
and
amortization
expense
increased
by
$13.63
million
(ZAR
190.3
million),
or
40.4%
(in
ZAR,
31.1%).
The
increase was due
to the change to
a shorter useful life
for certain of our
brand and trademark
intangible assets (refer to
Note 10), the
inclusion of acquisition-related intangible asset amortization related to intangible assets
identified pursuant to the Adumo and Utilities
acquisitions.
43
Impairment loss for fiscal 2026 includes an impairment loss of $2.6 million (ZAR
43.6 million) related to right-of-use assets and
$1.0
million
(ZAR
16.5
million)
related
to
leasehold
improvements
recorded
in
property,
plant
and
equipment
for
our
existing
operating lease arrangements as
certain of our leased
facilities will no
longer be utilized as
originally intended as a
result of the
planned
transition
to
our
new
corporate
head
office,
an
impairment
loss
of
$0.7
million
(ZAR
11.5
million)
related
to
ATMs
recorded
in
property,
plant and equipment as
a result of the
exit of the ATM
business, and an impairment
loss of $0.4 million
(ZAR 6.5 million)
related to goodwill allocated to our SwitchPay reporting
unit within the Merchant segment. Refer to
Note 8 and Note 10
of our audited
consolidated financial statements for additional information regarding
these impairment losses.
Transaction
costs related
to Adumo,
Utilities and
Bank Zero
acquisitions and
certain compensation
costs includes
fees paid
to
external service
providers associated
with legal
and advisory
services procured
to close
the Adumo
transaction on
October 1, 2024,
and
the
Utilities
transaction
in
March
2025,
as
well
as
post-combination
compensation
charges
recognized
related
to
the
Utilities
acquisition
of
$13.6
million
(ZAR
245.7
million)
and
decreased
primarily
due
to
these
post-combination
compensation
charges
expensed in fiscal 2025. This caption also includes transaction costs related to the proposed acquisition of Bank Zero. Refer to Note 3
to our audited consolidated financial statements for additional information.
Our operating income (loss) margin
in fiscal 2026
and 2025 was 1.8% and
(4.2%), respectively.
We
discuss the components of
operating loss margin under “—Results of operations
by operating segment.”
We
recorded
an increase
in the
fair value
of Cell
C of
$3.0 million
(ZAR 50
million) during
fiscal 2026
(refer to
Note 6
for
additional information),
partially offset
by a
non-cash change
in fair
value of
equity securities
of $0.4
million.
We
recorded a
non-
cash
change
in
fair value
of equity
securities
of $59.8
million
during
fiscal
2025 related
to
a
fair value
adjustment
loss related
to
MobiKwik.
We
recently
entered
into
discussions
with
Vantage
Africa
Limited
(“VantagePay”
)
regarding
steps
to
recover
$1.5
million
outstanding from them.
We
believe that there is sufficient evidence to
support the recoverability of the amount due from
VantagePay
and recorded a reversal of
the allowance for credit losses of $1.5
million previously recognized during
the year ended June 30, 2026.
Refer to Note 4 for additional information.
We
recorded
a
loss
of
$0.7
million
(ZAR
12.3
million)
related
to
the
disposal
of
Humble
Software
Proprietary
Limited
(“Humble”) during the year ended June 30, 2026. Refer to Note 3
for additional information.
In December 2025, we determined
that the liquidation of CPS is
at an advanced stage
and released an accrual raised
at the time
of deconsolidation of $3.9 million (ZAR 65.4 million) to Other income.
Interest on surplus cash increased to $2.9 million (ZAR 48.6 million) from $2.6 million (ZAR 47.1 million), due to the inclusion
of Adumo and increased cash balances, which was partially offset
by lower interest rates.
Interest
expense decreased
to $18.5
million (ZAR
313.3 million)
from $21.8
million (ZAR
396.6
million). The
decrease was
primarily due to
lower interest rates and
the partial exclusion
of interest expense
incurred under our
borrowing arrangements related
to our Consumer lending book
in fiscal 2026 compared with
fiscal 2025. On a comparable
basis the equivalent interest expense related
to the Consumer lending book for fiscal 2025 was included in interest expense
from July 2024 to February 2025.
Fiscal 2026
income tax expense was $1.4 million (ZAR 23.6 million) compared to an income tax benefit
of $16.0 million (ZAR
289.0 million) in fiscal 2025. Our effective
tax rate for fiscal 2026 was impacted by the tax expense
recorded by our profitable South
African operations,
non-taxable income
(primarily related
to the
disposal of
Cell C and
other income)
and non-deductible
expenses
(including
transaction-related
expenditures
and
the goodwill
impairment).
The income
tax expense
was also
impacted by
a higher
deferred tax
benefit as a
result of
the reduction
in the useful
lives of certain
of our
brand and
trademark intangible
assets which has
resulted
in
an
increase
in
amortization
expense
during
fiscal
2026
and
the
release
of
$12.3
million
related
to
certain
valuation
allowances
created
in
prior
years
following
an
improvement
in
profitability
of
certain
of
the
Company’s
subsidiaries,
which
was
partially
offset
by the
recognition
of a
valuation
allowance
related
to an
operating
loss carryforward
and
other deferred
tax assets
totalling $9.9 million following a determination by the management, after considering
both positive and negative evidence, that these
deferred tax assets would not be realized in future years.
Our
effective
tax rate
for
fiscal
2025
was impacted
by
deferred
tax
impact
related
to
the fair
value
adjustment
to
our equity
securities, the reversal of $12.8
million related to certain valuation allowances
created in prior years following (i)
an improvement in
profitability of certain of our subsidiaries and (ii) a change in judgment on the need for a valuation allowance of $11.4 million related
to
an
entity
which
we
believe
has
achieved
sustainable
profitability,
the
tax
expense
recorded
by
our
profitable
South
African
operations, a deferred tax benefit related to acquisition-related intangible asset amortization,
non-deductible expenses (in transaction-
related expenses),
the on-going
losses incurred
by certain
of our
South African
businesses and
the associated
valuation allowances
created related to
the deferred tax assets
recognized regarding
net operating losses incurred
by these entities.
Our income tax benefit
for fiscal 2025 also includes a $2.2 million income tax expense related to the
correction of the error discussed in Note 1.
44
Results of operations by operating segment and group costs
The composition of revenue and the contributions of our business activities to
Group Adjusted EBITDA are illustrated below:
Table 4
In U.S. Dollars
Year
ended June 30,
2026
% of
2025
% of
%
Operating Segment
$ ’000
total
$ ’000
total
change
Consolidated revenue:
Merchant
509,335
71%
526,600
80%
(3%)
Consumer
142,631
20%
96,008
15%
49%
Enterprise
74,730
10%
42,554
6%
76%
Subtotal: Operating segments
726,696
101%
665,162
101%
9%
Eliminations
(5,142)
(1%)
(5,461)
(1%)
(6%)
Total
consolidated revenue
721,554
100%
659,701
100%
9%
Group Adjusted EBITDA:
Merchant
(A)(1)
35,533
47%
35,329
70%
1%
Consumer
(1)
46,193
61%
23,949
48%
93%
Enterprise
(1)
8,119
11%
1,287
3%
531%
Group costs
(14,103)
(19%)
(10,743)
(21%)
31%
Group Adjusted EBITDA (non-GAAP)
(2)
75,742
100%
49,822
100%
52%
(A) In
order to
correct the
error discussed
in Note
1 to
the consolidated
statement of
operations, Merchant
Segment Adjusted
EBITDA and Group Adjusted EBITDA decreased by $0.9 million for
fiscal 2025.
(1) Segment
Adjusted EBITDA
for fiscal
2026, includes
reorganization
and retrenchment
costs for
Merchant of
$0.8 million,
Enterprise of
$0.1 million,
and Consumer
of $0.4
million. Segment
Adjusted EBITDA
for fiscal
2025, includes
reorganization
and
retrenchment costs for Merchant of $0.8 million, Enterprise of $0.8 million, and
Consumer of $0.1 million.
(2) Group Adjusted EBITDA
is a non-GAAP measure, refer
to reconciliation below at
“—Results of Operations—Use of
Non-
GAAP Measures”.
Table 5
In South African Rand
Year
ended June 30,
2026
% of
2025
% of
%
Operating Segment
ZAR ’000
total
ZAR ’000
total
change
Consolidated revenue:
Merchant
8,609,898
71%
9,562,360
80%
(10%)
Consumer
2,401,720
20%
1,744,429
15%
38%
Enterprise
1,255,617
10%
773,057
6%
62%
Subtotal: Operating segments
12,267,235
101%
12,079,846
101%
2%
Eliminations
(86,273)
(1%)
(99,447)
(1%)
(13%)
Total
consolidated revenue
12,180,962
100%
11,980,399
100%
2%
Group Adjusted EBITDA:
Merchant
(A)(1)
601,573
47%
641,509
70%
(6%)
Consumer
(1)
775,027
61%
435,193
48%
78%
Enterprise
(1)
136,164
11%
23,724
3%
474%
Group costs
(238,176)
(19%)
(193,853)
(21%)
23%
Group Adjusted EBITDA (non-GAAP)
(2)
1,274,588
100%
906,573
100%
41%
(A) In
order to
correct the
error discussed
in Note
1 to
the consolidated
statement of
operations, Merchant
Segment Adjusted
EBITDA and Group Adjusted EBITDA decreased by ZAR 15.7
million for fiscal 2025.
(1)
Segment
Adjusted
EBITDA
for
fiscal
2026,
includes
reorganization
and
retrenchment
costs
for
Merchant
of
ZAR
14.0
million,
Enterprise
of
ZAR
1.1
million,
and
Consumer
of ZAR
7.1
million.
Segment
Adjusted
EBITDA
for
fiscal
2025,
includes
reorganization
and retrenchment
costs for
Merchant of
ZAR 15.7
million, Enterprise
ZAR 13.6
million, and
Consumer of
ZAR 1.5
million.
(2) Group Adjusted EBITDA
is a non-GAAP measure, refer
to reconciliation below at
“—Results of Operations—Use of
Non-
GAAP Measures”.
45
Merchant
Segment revenue
decreased due
to fewer
prepaid airtime
sales which
was partially
offset by
the inclusion
of Adumo,
a higher
volume of ADP
provided (Pinless Airtime and
gaming). In ZAR,
the decrease in
Segment Adjusted EBITDA is
primarily due to higher
operating expenses incurred,
which was partially
offset by the inclusion
of Adumo for
the entire period
compared with the
prior period.
Our Segment Adjusted EBITDA margin (calculated as
Segment Adjusted EBITDA divided by revenue) for
fiscal 2026
and 2025
was 7.0% and 6.7%, respectively.
Consumer
Segment revenue
increased primarily
due to
higher transaction
fees generated
from the
higher EPE
account holders
base, the
impact
of
an
increase
in
certain
issuing
fee
base
prices
year-over-year,
and
transaction
activity
in
our
issuing
business,
insurance
premiums collected, lending revenues following an
increase in loan originations. This
increase in revenue has
translated into improved
profitability,
which was
partially offset
by a higher
allowance for
credit losses following
an increase
in loan originations
during the
year,
higher insurance-related
claims, interest
expense (of
ZAR 88.5
million) incurred
to fund
our lending
book and
the year-over-
year impact of inflationary increases on certain expenses.
Our Segment Adjusted EBITDA margin for fiscal 2026
and 2025 was 32.4% and 24.9%, respectively.
Enterprise
Segment revenue
increased primarily due
to the inclusion
of Utilities and
MobileMart and
organic revenue
growth due to
new
ADP customers acquired.
In ZAR, the significant increase in Segment Adjusted EBITDA is primarily due to
the inclusion of Utilities.
Our Segment Adjusted EBITDA margin for fiscal 2026
and 2025 was 10.9% and 3.0%, respectively.
Group costs
Our group
costs primarily
include employee
related costs
in relation
to employees
specifically hired
for group
roles and
costs
related directly to managing the US-listed entity; expenditures related to compliance with the Sarbanes; non-employee directors’ fees;
legal fees; group and US-listed related audit fees; and directors’ and officers’
insurance premiums.
Our group costs
for fiscal 2026
increased compared with
the prior period
due to higher
employee related costs,
consulting fees
and compliance related expenditure.
Fiscal 2025
Compared to Fiscal 2024
The following factors had
a significant influence on
our results of
operations during fiscal
2025 as compared with
the same period
in the prior year:
Higher revenue:
Our revenues increased by
16.9% in U.S.
dollar and 13.5%
in ZAR, primarily
due to the
inclusion of Adumo
and
Utilities,
an
increase
in
value-added
services
activity
in
Merchant,
higher
Pinned
Airtime
sales,
as
well
as
higher
transaction, insurance and lending revenues in Consumer, which was partially offset by a lower contribution from our legacy
Enterprise businesses;
Operating
income
increase,
before
transaction
costs:
Operating
income,
before
transaction
and
related
costs,
increased
significantly primarily due to contributions from Adumo from
October 1, 2024 and Utilities from March
3, 2025, which were
partially
offset
by
increased
costs
and
an
increase
in
amortization
of
acquisition-related
intangible
assets
related
to
the
acquisition of Adumo and Utilities;
Non-cash fair value adjustment related to equity securities:
We recorded a non
-cash fair value loss of $59.8 million during
fiscal 2025 related to the disposal of our investment in MobiKwik;
Higher net interest charge:
The net interest charge increased to
$19.2 million (ZAR 349.5 million) from
$16.9 million (ZAR
315.6 million) primarily
higher overall borrowings,
which was partially offset
by an increase in
interest received as
a result
of the inclusion of Adumo; and
Foreign exchange movements:
The U.S. dollar was 4.2% weaker against the ZAR during
fiscal 2025
compared to the prior
period, which positively impacted our U.S. dollar reported results.
46
Consolidated overall results of operations
This discussion is based on the amounts prepared in accordance with U.S. GAAP.
The following tables show the changes in the items comprising our statements of
operations, both in U.S. dollars and in ZAR:
Table 6
In U.S. Dollars
Year
ended June 30,
2025
2024
$ %
$ ’000
$ ’000
change
Revenue
659,701
564,222
17%
Cost of goods sold, IT processing, servicing and support
(A)
487,186
443,293
10%
Selling, general and administration
(A)
131,738
92,185
43%
Depreciation and amortization
33,721
23,665
42%
Impairment loss
18,863
-
nm
Transaction costs related to Adumo, Utilities and
Bank Zero acquisitions and
certain compensation costs
16,159
2,325
595%
Operating (loss) income
(27,966)
2,754
nm
Change in fair value of equity securities
(59,828)
-
nm
Reversal of allowance for doubtful loan receivable
-
250
nm
Loss on disposal of equity-accounted investment
161
-
nm
Interest income
2,596
2,294
13%
Interest expense
(A)
21,824
19,171
14%
Loss before income tax (benefit) expense
(107,183)
(13,873)
673%
Income tax (benefit) expense
(A)
(15,982)
3,363
nm
Net loss before earnings (loss) from equity-accounted investments
(91,201)
(17,236)
429%
Earnings (loss) from equity-accounted investments
114
(1,279)
nm
Net loss
(91,087)
(18,515)
392%
Add net loss attributable to non-controlling interest
130
-
nm
Net loss attributable to us
(90,957)
(18,515)
391%
(A) In order
to correct the
error discussed in
Note 1 to
the consolidated statement
of operations for
fiscal 2025 and
2024, Cost
of
goods
sold,
IT
processing,
servicing
and
support
increased
by
$0.6
million
and
$0.6 million,
respectively,
Selling, general
and
administration expense increased by $0.2 million and
$0.2 million, respectively,
Operating income decreased by $0.9 million and
$0.8
million, respectively,
Interest expense
increased by
$0.4 million
and $0.2
million, respectively,
for fiscal
2025, income
tax expense
(benefit) decreased by $2.2 million, and the subtotal
captions for fiscal 2025 and 2024 from
Income (Loss) before earnings (loss) from
equity-accounted investments to Net income (loss) attributable to Lesaka decreased
by $3.4 million and $1.1 million, respectively.
(1) Selling, general and administration includes allowance for credit losses.
47
Table 7
In South African Rand
(US GAAP)
Year
ended June 30,
2025
2024
ZAR %
ZAR ’000
ZAR ’000
change
Revenue
11,980,399
10,553,233
14%
Cost of goods sold, IT processing, servicing and support
(A)(A)
8,845,530
8,291,826
7%
Selling, general and administration
(A)
2,392,857
1,724,039
39%
Depreciation and amortization
612,298
442,570
38%
Impairment loss
334,929
-
nm
Transaction costs related to Adumo, Utilities and
Bank Zero acquisitions and
certain compensation costs
291,358
43,154
575%
Operating (loss) income
(496,573)
51,644
nm
Change in fair value of equity securities
(1,089,871)
-
nm
Reversal of allowance for doubtful loan receivable
-
4,741
nm
Loss on disposal of equity-accounted investment
2,886
-
nm
Interest income
47,108
42,896
10%
Interest expense
(A)
396,649
358,510
11%
Net loss before income tax (benefit) expense
(1,938,871)
(259,229)
648%
Income tax (benefit) expense
(A)
(289,008)
62,616
nm
Net loss before earnings (loss) from equity-accounted investments
(1,649,863)
(321,845)
413%
Earnings (loss) from equity-accounted investments
2,035
(24,298)
nm
Net loss
(1,647,828)
(346,143)
376%
Add net loss attributable to non-controlling interest
2,307
-
nm
Net loss attributable to us
(1,645,521)
(346,143)
375%
(A) In order to correct the error discussed in Note 1 to the consolidated statement of operations for fiscal 2025 and 2024, Cost of
goods sold, IT
processing, servicing
and support increased
by ZAR 11.6
million and ZAR
8.8 million, respectively
,
Selling, general
and administration
expense increased
by ZAR
4.1 million
and ZAR
3.1 million,
respectively,
Operating income
decreased by
ZAR
15.7 million
and ZAR 11.9
million, respectively,
Interest expense increased
by ZAR 6.8
million and
ZAR 6.8 million,
respectively,
for fiscal 2025, income tax expense (benefit) decreased by ZAR 39.3 million, and the subtotal captions for fiscal 2025 and 2024 from
Income (Loss) before earnings
(loss) from equity-accounted investments
to Net income
(loss) attributable to Lesaka
decreased by ZAR
61.7 million and ZAR 22.4 million, respectively.
(1) Selling, general and administration includes allowance for credit
losses.
Revenue increased
by $95.5 million
(ZAR 1.4 billion),
or 16.9% (in
ZAR, 13.5%). The
increase in ZAR
was primarily due
to,
the inclusion
of Adumo,
an increase
in the
volume of
value-added
services provided
(Pinless Airtime
and
gaming), an
increase
in
Pinned Airtime sales, an increase in
certain issuing fee base prices and
transaction activity in our issuing business,
and an increase in
insurance premiums collected and lending revenues following higher loan
originations.
Cost of goods sold, IT processing, servicing and support increased by $43.9 million (ZAR
0.6 billion), or 9.9% (in ZAR, 6.7%),
primarily due
to the
inclusion of
Adumo, higher
commissions paid
related to
ADP revenue
generated, and
higher insurance-related
claims and third-party transaction fees, which was partially offset
by the decrease in Pinned Airtime sales.
Selling, general
and administration expenses
increased by $39.6
million (ZAR 668.8
million), or 42.9%
(in ZAR, 38.8%).
The
increase was primarily
due to the inclusion
of Adumo; higher
employee-related expenses
(including annual salary
increases); higher
stock-based compensation
charges, consulting
fees and audit fees;
and the year-over-year
impact of inflationary
increases on certain
expenses.
Depreciation
and
amortization
expense
increased
by
$10.06 million
(ZAR
169.7
million
),
or
42.5%
(in
ZAR,
38.4%).
The
increase was due to the inclusion of acquisition-related intangible asset amortization related
to intangible assets identified pursuant to
the Adumo and Utilities acquisitions and an increase in depreciation
expense related to additional POS devices deployed.
During fiscal
2025, we recorded
an impairment
loss which includes
an impairment
of goodwill of
$17.0 million related
to the
impairment of goodwill allocated to each of Merchant, Consumer and Enterprise as well as an impairment of intangible assets of $1.8
million. Refer to
Note 10 of
our audited consolidated
financial statements
for additional information
regarding these impairment
losses.
48
Transaction
costs related
to Adumo,
Utilities and
Bank Zero
acquisitions and
certain compensation
costs includes
fees paid
to
external service
providers associated
with legal
and advisory
services procured
to close
the Adumo
transaction on
October 1,
2024,
and
the
Utilities
transaction
in
March
2025,
as
well
as
post-combination
compensation
charges
recognized
related
to
the
Utilities
acquisition of $13.6 million
(ZAR 245.7 million) and
increased primarily due to
these post-combination compensation
charges. This
caption also includes
transaction costs related
to the proposed
acquisition of Bank
Zero. Refer to
Note 3 to
our audited consolidated
financial statements for additional information.
Our operating (loss) income margin
in fiscal 2025
and 2024 was
(4.2%) and 0.5%, respectively.
We
discuss the components of
operating loss margin under “—Results of operations
by operating segment.”
The change in fair value of equity securities of $59.8 million during fiscal 2025 represents a non-cash
fair value adjustment loss
related to MobiKwik. We
did not record any changes
in the fair value of
equity interests in MobiKwik during
the fiscal 2024, or
any
fair value adjustments for Cell C during fiscal 2025 or 2024, respectively.
We carried our investment
in Cell C at $0 (zero) as of June
30, 2025.
Interest on surplus cash increased to $2.6 million (ZAR 47.1 million) from $2.3 million (ZAR 42.9 million), primarily due to the
inclusion of Adumo and higher overall average cash balances on deposit during
fiscal 2025 compared with 2024.
Interest expense increased
to $21.8 million (ZAR 396.6
million) from $19.2 million (ZAR 358.5
million). In ZAR, the increase
was primarily
as a result
of higher
overall borrowings
during fiscal 2025
compared with
the comparable
period in the
prior quarter,
which was partially offset by lower overall interest rates.
Fiscal 2025
income tax
benefit was
$16.0
million (ZAR
289.0 million)
compared to
an income
tax expense
of $(3.4)
million
(ZAR (62.6) million) in fiscal 2024. Our effective tax rate for
fiscal 2025 was impacted by deferred tax impact related to
the fair value
adjustment to our equity
securities, the reversal of
$12.8 million related to
certain valuation allowances created
in prior years
following
(i) an improvement
in profitability of
certain of our
subsidiaries and (ii)
a change in
judgment on the
need for a valuation
allowance
of $11.4 million related to an entity
which we believe has achieved
sustainable profitability, the tax expense recorded by our profitable
South African operations,
a deferred tax
benefit related to
acquisition-related intangible
asset amortization, non-deductible
expenses
(in transaction-related expenses), the on-going losses incurred by certain of our South African businesses and the associated valuation
allowances created related to
the deferred tax assets recognized
regarding net operating losses incurred
by these entities. Our
income
tax benefit for fiscal 2025 also includes a $2.2 million income tax expense related
to the correction of the error discussed in Note 1.
Our effective
tax rate
for fiscal
2024 was
impacted by
the tax
expense recorded
by our
profitable South
African operations,
a
deferred tax benefit related to acquisition-related intangible asset amortization, non-deductible expenses, the on-going losses incurred
by certain of our
South African businesses and
the associated valuation allowances
created related to the
deferred tax assets recognized
regarding net operating losses incurred by these entities.
Results of operations by operating segment and group costs
The composition of revenue and the contributions of our business activities to
Group Adjusted EBITDA are illustrated below:
Table 8
In U.S. Dollars
Year
ended June 30,
2025
% of
2024
% of
%
Operating Segment
$ ’000
total
$ ’000
total
change
Consolidated revenue:
Merchant
526,600
80%
459,790
81%
15%
Consumer
96,008
15%
69,211
12%
39%
Enterprise
42,554
6%
46,897
8%
(9%)
Subtotal: Operating segments
665,162
101%
575,898
101%
15%
Eliminations
(5,461)
(1%)
(11,676)
(1%)
(53%)
Total
consolidated revenue
659,701
100%
564,222
100%
17%
Group Adjusted EBITDA:
Merchant
(A)(1)
35,329
70%
28,334
78%
25%
Consumer
(1)
23,949
48%
12,679
35%
89%
Enterprise
(1)
1,287
3%
2,931
8%
(56%)
Group costs
(10,743)
(21%)
(7,844)
(21%)
37%
Group Adjusted EBITDA (non-GAAP)
(2)
49,822
100%
36,100
100%
38%
(
A) In
order to
correct the
error discussed
in Note
1 to
the consolidated
statement of
operations, Merchant
Segment Adjusted
49
EBITDA and Group Adjusted EBITDA for fiscal 2025 and fiscal 2024
decreased by $0.9 million and $0.8 million, respectively.
(1) Segment
Adjusted EBITDA
for fiscal
2025, includes
reorganization
and retrenchment
costs for
Merchant of
$0.8 million,
Enterprise of $0.8 million, and Consumer of $0.1
million. Segment Adjusted EBITDA for fiscal 2024, includes retrenchment costs
for
Merchant $0.3 million and Consumer of $0.2 million.
(2) Group Adjusted EBITDA
is a non-GAAP measure, refer
to reconciliation below at
“—Results of Operations—Use of
Non-
GAAP Measures”.
Table 9
In South African Rand
Year
ended June 30,
2025
% of
2024
% of
%
Operating Segment
ZAR ’000
total
ZAR ’000
total
change
Consolidated revenue:
Merchant
9,562,360
80%
8,599,450
81%
11%
Consumer
1,744,429
15%
1,294,632
12%
35%
Enterprise
773,057
6%
877,317
8%
(12%)
Subtotal: Operating segments
12,079,846
101%
10,771,399
101%
12%
Eliminations
(99,447)
(1%)
(218,166)
(1%)
(54%)
Total
consolidated revenue
11,980,399
100%
10,553,233
100%
14%
Group Adjusted EBITDA:
Merchant
(A)(1)
641,509
70%
529,861
78%
21%
Consumer
(1)
435,193
48%
237,362
35%
83%
Enterprise
(1)
23,724
3%
54,924
8%
(57%)
Group costs
(193,853)
(21%)
(146,815)
(21%)
32%
Group Adjusted EBITDA (non-GAAP)
(2)
906,573
100%
675,332
100%
34%
(A) In
order to
correct the
error discussed
in Note
1 to
the consolidated
statement of
operations, Merchant
Segment Adjusted
EBITDA
and
Group
Adjusted
EBITDA
for
fiscal
2025
and
fiscal
2024
decreased
by
ZAR
15.7
million
and
ZAR
11.9
million,
respectively.
(1)
Segment
Adjusted
EBITDA
for
fiscal
2025,
includes
reorganization
and
retrenchment
costs
for
Merchant
of
ZAR
15.7
million,
Enterprise
ZAR
13.6
million,
and
Consumer
of
ZAR
1.5
million.
Segment
Adjusted
EBITDA
for
fiscal
2024,
includes
retrenchment costs for Merchant of ZAR 4.9 million and Consumer of ZAR 3.5 million.
(2) Group Adjusted EBITDA
is a non-GAAP measure, refer
to reconciliation below at
“—Results of Operations—Use of
Non-
GAAP Measures”.
Merchant
Segment revenue primarily increased due to the inclusion
of Adumo, and a higher volume
of ADP provided (Pinless Airtime and
gaming) and
an increase
in fewer Pinned
Airtime sales.
In ZAR,
the increase
in Segment
Adjusted EBITDA
is primarily
due to
the
inclusion of Adumo, which was partially offset by higher operating expenses incurred, including employment-related expenditures, to
expand
our
offering,
an
increase
in
the
allowance
for
credit
losses
following
higher
loan
originations
and
reorganization
and
retrenchment costs incurred during fiscal 2025.
Our Segment Adjusted EBITDA margin (calculated as
Segment Adjusted EBITDA divided by revenue) for
fiscal 2025 and 2024
was 6.7% and 6.2%, respectively.
Consumer
Segment
revenue
increased
primarily
due
to higher
transaction
fees
generated
from
the higher
EPE
account holders
base,
an
increase
in
certain
issuing
fee
base
prices
and
transaction
activity
in
our
issuing
business,
insurance
premiums
collected,
lending
revenues following an increase in loan originations and the inclusion of
Adumo. This increase in revenue has translated into improved
profitability, which was partially offset
by a higher allowance for credit losses following an increase in loan originations during fiscal
2025,
higher insurance-related
claims, interest
expense (of
ZAR 61.4
million)
incurred to
fund our
lending book,
higher computer
software license costs, and the
year-over-year impact of inflationary increases on certain expenses.
We have included an intercompany
interest expense in our Consumer Segment Adjusted EBITDA for fiscal 2025
compared with fiscal 2024.
Our Segment Adjusted EBITDA margin for fiscal 2025
and 2024
was 24.9% and 18.3%, respectively.
50
Enterprise
Segment revenue
decreased primarily
due to
fewer ad
hoc hardware
sales as well
as lower
revenue generated
from the
sale of
prepaid airtime vouchers, which
was partially offset by
the inclusion of Utilities.
In ZAR, the significant
decrease in Segment Adjusted
EBITDA is primarily due to the impact of few sales, which was partially offset
by the inclusion of Utilities.
Our Segment Adjusted EBITDA margin in fiscal 2025
and 2024
was 3.0% and 6.2%, respectively.
Group costs
Our group costs for fiscal
2025 increased compared with the prior
period due to higher employee costs
resulting from an increase
in the number of individuals allocated to group costs and base salary adjustments,
higher bonus expense, travel, audit, consulting and
legal fees.
Use of Non-GAAP Measures
U.S. securities laws
require that when
we publish any
non-GAAP measures, we
disclose the reason
for using these
non-GAAP
measures and provide reconciliations to the most directly comparable GAAP measures. The presentation of Group Adjusted EBITDA
is
a
non-GAAP
measure.
We
provide
this
non-GAAP
measure
to
enhance
our
evaluation
and
understanding
of
our
financial
performance
and
trends.
We
believe
that
this
measure
is
helpful
to
users
of
our
financial
information
understand
key
operating
performance and
trends
in our business
because it
excludes certain
non-cash expenses
(including depreciation
and amortization
and
stock-based compensation charges) and income
and expenses that we consider once-off in nature.
Non-GAAP Measures
Group
Adjusted
EBITDA
is
earnings
before
interest,
tax,
depreciation
and
amortization
(“EBITDA”),
adjusted
for
non-
operational
transactions
(including
loss
on
disposal
of
equity-accounted
investments,
change
in
fair
value
of
equity
securities),
(earnings)
loss
from
equity-accounted
investments,
stock-based
compensation
charges
and
once-off
items.
We
included
an
intercompany interest expense in
our Consumer Segment Adjusted EBITDA
for eight months to February
28, 2025. We
commenced
utilizing our
February 2025
lending facilities
to fund
a portion
of our
Consumer lending
book from
March 1,
2025. Once-off
items
represents non-recurring income and
expense items, including
costs related to
acquisitions and transactions consummated
or ultimately
not pursued.
51
The table below presents the
reconciliation between GAAP net income (loss)
attributable to Lesaka to Group Adjusted
EBITDA:
Table 10
Years
ended June 30,
2026
2025
2024
$ ’000
$ ’000
$ ’000
Income (Loss) attributable to Lesaka - GAAP
(A)
2,758
(90,957)
(18,515)
Add net loss attributable to non-controlling interest
246
130
-
Net income (loss)
2,512
(91,087)
(18,515)
(Earnings) loss from equity accounted investments
(215)
(114)
1,279
Net income (loss) before earnings from equity-accounted investments
2,297
(91,201)
(17,236)
Income tax expense (benefit)
(A)
1,429
(15,982)
3,363
Income (loss) before income tax expense
3,726
(107,183)
(13,873)
Interest expense
(A)
18,506
21,824
19,171
Interest income
(2,889)
(2,596)
(2,294)
Reversal of allowance for doubtful loan receivable
(1,500)
-
(250)
Loss on disposal of equity securities
730
-
-
Net loss on impairment/ disposal of equity-accounted investment
584
161
-
Other income
(3,883)
-
-
Change in fair value of equity securities
(2,593)
59,828
-
Operating income (loss)
12,681
(27,966)
2,754
Impairments
(1)
3,347
18,863
-
PPA amortization
(amortization of acquired intangible assets)
30,441
21,384
14,419
Depreciation and amortization
16,905
12,337
9,246
Stock-based compensation charges
6,969
9,550
7,911
Interest adjustment
-
(2,195)
-
Once-off items
(2)
5,452
17,826
1,853
Unrealized (gain) loss FV for currency adjustments
(53)
23
(83)
Group Adjusted EBITDA - Non-GAAP
(A)
75,742
49,822
36,100
(A)
Loss attributable to Lesaka – GAAP
and all subtotal captions to Income (Loss) before earnings
(loss) from equity-accounted
investments for fiscal
2025 and fiscal
2024 have been
decreased by $3.4
million and $1.1
million, respectively,
as a result
of the correction discussed
in Note 1.
Income tax expense (benefit)
for fiscal 2025
has been decreased by
2.2 million. Interest
expense for fiscal 2025
and fiscal 2024 has been
increased by $0.4
million and $0.2 million,
respectively,
as a result of the
correction discussed in Note
1. Operating income and
Group Adjusted EBITDA
- Non-GAAP for fiscal
2025 and fiscal 2024
have been decreased by $0.9
million and $0.8
million, respectively, as a result
of the correction discussed in Note 1.
Loss attributable to
Lesaka – GAAP and
all subtotal captions
to Loss before
income tax expense for
fiscal 2026 have been
decreased by
$0.4 million,
as a
result of
the correction,
as discussed
in Note
1. Interest
expense for
fiscal 2026
has been
increased by $0.1 million as a result of the correction,
as discussed in Note 1, to the amount included in the caption
Interest
expense for the three months ended September 30, 2025. Operating income and Group Adjusted EBITDA - Non-GAAP for
fiscal 2026 have been decreased
by $0.2 million, as a
result of the correction, as
discussed in Note 1,
to the amounts
included
in the caption Cost of
goods sold, IT processing,
servicing and support and
Selling, general and administration
expense for
the three months ended September 30, 2025.
(1)
Impairments excludes an amount of $0.7 million which is included in the caption exit
of ATM business in the table below.
(2)
The table below presents the components of once-off items for
the periods presented:
Table 11
Years
ended June 30,
2026
2025
2024
$ ’000
$ ’000
$ ’000
Lesaka brand refresh
3,001
-
-
Exit of ATM
business
1,599
-
-
Transaction costs
1,103
1,794
480
Transaction costs related to Adumo, Utilities and
Bank Zero acquisitions and certain
compensation costs
389
16,159
2,325
Income recognized related to closure of legacy businesses
(579)
-
(952)
Indirect taxes provision
(61)
(127)
-
Total once-off
items
5,452
17,826
1,853
52
Once-off items are non-recurring in nature, however, certain
items may be reported in
multiple quarters. For instance, transaction
costs include costs incurred related to acquisitions and
transactions consummated or ultimately not pursued. The transactions can span
multiple quarters, for instance in fiscal 2025 we incurred significant transaction costs
related to the acquisition of Adumo and Utilities
over a number of quarters, and the transactions are generally non-recurring.
Rebrand
relates
to
costs incurred
related
to Lesaka’s
new brand
launched
in
November
2025,
we expect
that it
will take
the
remainder of the 2026 calendar
year to roll out
the refreshed brand throughout the
organization. These are non-recurring costs incurred
as a necessary step in a set of strategic initiatives designed to create a “One
Lesaka” identity for our customers and our employees.
Exit of ATM
business includes expenses incurred to
exit our ATM
business and the impairment of ATMs
recorded in property,
plant and equipment (refer to Note 10 to our audited consolidated financial
statements for additional information).
Income recognized
related to
closure of
legacy businesses
represents (i)
gains recognized
related to
the release
of the
foreign
currency translation reserve
on deconsolidation of
a subsidiary
and (ii) costs
incurred related to
subsidiaries which we
are in the
process
of deregistering/ liquidation and therefore we consider these costs non-operational
and ad hoc in nature.
Indirect tax
provision release
relates to
the reversal
of a
non-recurring indirect
tax provision
created in
fiscal 2023
which was
resolved in fiscal 2025 following settlement of the matter with the tax authority.
Liquidity and Capital Resources
At June 30,
2026, our unrestricted
cash and cash
equivalents were $81.4
million and comprised
of ZAR-denominated
balances
of ZAR 1.3 billion
($76.9 million), U.S. dollar-denominated
balances of $2.6 million,
and other currency deposits,
primarily Botswana
pula,
of $2.0
million, all
amounts translated
at exchange
rates applicable
as of
June 30,
2026. The
increase in
our unrestricted
cash
balances from June 30,
2025, was primarily due
to positive contribution from
our operating segments, and
the utilization of our
general
banking
facilities
to partially
fund
the growth
in our
Consumer
lending book,
which
was partially
offset
by
the application
of the
proceeds received from
the disposal of MobiKwik
to reduce our general
banking facilities utilized,
the utilization of cash
reserves to
fund certain scheduled repayments
of our borrowings, acquisition
of property,
plant and equipment and intangible
assets, to fund the
increase in our Consumer lending book and to settle amounts due to the sellers of Utilities and other entities acquired during the year.
We generally
invest any surplus cash held by our
South African operations in overnight
call accounts that we maintain at
South
African banking institutions,
and any surplus
cash held by
our non-South African
companies in
U.S. dollar-denominated money market
accounts.
Historically,
we have financed
most of our
operations, research and
development, working capital,
and capital expenditures,
as
well
as
acquisitions
and
strategic
investments,
through
internally
generated
cash
and
our
financing
facilities.
When
considering
whether to borrow under our financing
facilities, we consider the cost
of capital, cost of financing, opportunity cost
of utilizing surplus
cash and availability of tax
efficient structures to moderate
financing costs. Refer to Note 12
to our consolidated financial statements
for the year ended June 30, 2026, for additional information related to our
borrowings.
Our ability to make payments on our indebtedness and to
fund our operations may be dependent upon the operating
income and
the distribution
of funds
from our
subsidiaries. However,
as local laws
and regulations
and/or the
terms of our
indebtedness restrict
certain
of
our
subsidiaries
from
paying
dividends
and
transferring
assets
to
us,
there
is no
assurance
that
our
subsidiaries
will
be
permitted to provide us with sufficient dividends, distributions
or loans when necessary.
We are required to make a scheduled debt repayment of ZAR 200 million ($12.2 million) in
March 2027. We expect to pay ZAR
100.0 million ($6.1 million) on closing of the Bank Zero transaction. All amounts
translated at exchange rates as of June 30, 2026.
53
Available short-term
borrowings
Summarized below are our short-term facilities available and utilized as of
June 30, 2026:
Table 12
RMB GBF
RMB Other
Nedbank
$ ’000
ZAR ’000
$ ’000
ZAR ’000
$ ’000
ZAR ’000
Total
short-term facilities available, comprising:
Total overdraft
67,702
1,110,808
-
-
-
-
Indirect and derivative facilities
(1)
-
-
5,534
90,793
9,542
156,556
Total
short-term facilities available
67,702
1,110,808
5,534
90,793
9,542
156,556
Utilized short-term facilities:
Overdraft
20,671
339,156
-
-
-
-
Indirect and derivative facilities
-
-
4,279
70,199
129
2,114
Total
short-term facilities available
20,671
339,156
4,279
70,199
129
2,114
Interest rate, based on South African prime rate
10.00%
N/A
N/A
(1)
Other
facilities
include
indirect
and
derivative
facilities
may
only
be
used
for
guarantees,
letters
of
credit
and
forward
exchange contracts to support guarantees issued by RMB and Nedbank
to various third parties on our behalf.
The facilities under the
Restated GBF Agreement were
available for utilization
from March 30, 2026,
and are subject to annual
review by RMB.
In terms of
a commitment provided
to the lender
under the CTA
entered into on
February 27, 2025,
we have undertaken
not to
utilize more than ZAR 5.0 million ($0.3 million) of the Nedbank Facility.
Long-term borrowings
We have
aggregate long-term borrowing
outstanding of ZAR 3.5 billion
($210.7 million translated at
exchange rates as of
June
30, 2026)
as described in
Note 12. These
borrowings include outstanding
long-term borrowings
obtained by Lesaka
SA of ZAR
2.8
billion, which
was used
to refinance
our previous
long-term borrowings.
We
have utilized
all of
these long-term
borrowings. As
of
September 9, 2026, we also have a revolving credit facility,
of ZAR 400.0 million which is utilized to fund a portion
of our merchant
finance loans receivable
book and an asset
backed facility of ZAR
214.5 million which
is utilized to partially
fund the acquisition of
POS devices and vaults.
Restricted cash
We have
also entered into cession and pledge
agreements with Nedbank related to
our Nedbank indirect credit facilities
and we
have ceded and pledged
certain bank accounts to
Nedbank. The funds included
in these bank accounts
are restricted as they
may not
be withdrawn without the express
permission of Nedbank. Our cash,
cash equivalents and restricted
cash presented in our
consolidated
statement of cash flows as of June 30, 2026, includes restricted cash of $0.1 million
that has been ceded and pledged.
Arrangement with African Bank to fund our ATMs
In
September
2024,
we
entered into
an
arrangement
with African
Bank Limited
(“African
Bank”)
and
certain
cash-in-transit
service
providers
to
fund
our
ATMs.
Under
this
arrangement,
African
Bank
used
its
cash
resources
to
fund
our
ATMs
and
it
is
specifically recorded that the cash in our ATMs was African Bank’s
property. Therefore, as we had not utilized a facility to obtain the
cash, and did not
own or control the
cash for an extended
period of time, we
did not record cash
or cash equivalents and
borrowings
in our consolidated statement of financial position. Cash withdrawn from our ATMs by our EPE customers and other consumers were
settled through the interbank settlement system from the ATM
users bank account to African Bank’s bank accounts. We
paid African
Bank a monthly fee for the service provided which
was calculated based on the cumulative daily outstanding
balance of cash utilized
multiplied by the
South African prime
interest rate less 1%.
We
were exposed to
the risk of
cash lost while it
was in our
ATMs
(i.e.
from theft) and were required to repay African Bank for any shortages. We
intend to cancel this arrangement as part of the process of
winding down our ATM
business.
Cash flows from operating activities
Net cash provided
by operating activities
during fiscal 2026 was
$52.4 million (ZAR
951.6 million) compared
to net cash used
by operating activities
of $9.1
million (ZAR 163.3
million) during fiscal
2025. Excluding the
impact of income
taxes, our
cash provided
by
operating
activities
during
fiscal
2026
was
positively
impacted
by
the
positive
contribution
from
our
operating
segments
and
positive working capital movements, which
was partially offset by cash
utilized for the significant
net growth in our
Consumer finance
loans receivable.
54
Net cash used in operating activities during fiscal 2025 was $9.1 million (ZAR 163.3 million) compared to net cash provided by
operating activities of $28.8 million
(ZAR 537.9 million) during
fiscal 2024. Excluding the impact
of income taxes, our cash
used in
operating activities during fiscal 2025 includes
cash utilized for the settlement
of working capital movements within our
Merchant and
Enterprise businesses related to quarter-end transaction processing activities and which were settled in the following week (our fourth
quarter of fiscal 2024 closed on
a Sunday), and the net growth in our
Consumer and Merchant finance loans
receivable books, which
was partially offset by the positive contribution from our
Merchant and Consumer businesses.
During fiscal 2026,
we paid our
first provisional South
African tax payments
of $4.0 million
(ZAR 66.8 million)
related to our
2026
tax year. During fiscal 2026, we
also made our second
provisional South African tax
payments
of $4.8 million (ZAR
79.6 million
related to our 2026
tax year and received
tax refunds of $0.06
million (ZAR 1.1 million).
We
also paid taxes totaling
$1.1 million in
other tax jurisdictions, primarily in Botswana and Namibia.
During fiscal 2025,
we paid our
first provisional South
African tax payments
of $4.2 million
(ZAR 76.1 million)
related to our
2025
tax year. During fiscal 2025, we
also made our second
provisional South African tax
payments of $2.2 million
(ZAR 39.3 million
related to our
2025 tax year
and received
tax refunds of
$0.4 million (ZAR
7.2 million).
We
also paid taxes
totaling $0.3
million in
other tax jurisdictions, primarily in the Botswana and Namibia.
During fiscal 2024,
we paid our
first provisional South
African tax payments
of $2.7 million
(ZAR 49.5 million)
related to our
2024
tax year. During fiscal 2024, we
also made our second
provisional South African tax
payments
of $2.9 million (ZAR
52.7 million
related to our
2024 tax year
and received
tax refunds of
$0.0 million (ZAR
0.8 million).
We
also paid taxes
totaling $0.4
million in
other tax jurisdictions, primarily in Botswana.
Taxes paid during
fiscal 2026, 2025 and 2024 were as follows:
Table 13
Year
ended June 30,
2026
2025
2024
2026
2025
2024
$
$
$
ZAR
ZAR
ZAR
‘000
‘000
‘000
‘000
‘000
‘000
First provisional payments
3,969
4,182
2,663
66,795
76,118
49,534
Second provisional payments
4,830
2,198
2,861
79,579
39,279
52,721
Taxation paid related
to prior years
506
225
641
8,818
4,081
12,187
Tax refund received
(64)
(438)
(38)
(1,110)
(7,173)
(768)
Dividend withholding taxes paid
91
-
-
1,526
-
-
Total South African
taxes paid
9,332
6,167
6,127
155,608
112,305
113,674
Foreign taxes paid
1,100
314
379
18,412
5,738
7,063
Total
tax paid
10,432
6,481
6,506
174,020
118,043
120,737
We expect to make additional provisional
income tax payments in South Africa related to our 2026 tax year in the first quarter of
fiscal 2027, however, the amount was not quantifiable
as of the date of the filing of this Annual Report.
Cash flows from investing activities
Cash used
in investing
activities for
fiscal 2026
included capital
expenditures of
$20.6 million
(ZAR 374.6
million), primarily
due to the acquisition of vaults and POS devices.
We also incurred capital expenditures
of $4.4 million (ZAR 79.9 million), primarily
related
to
the
capitalization
of
development
costs,
during
fiscal
2026.
During
fiscal
2026,
we
also
received
$3.0
million
from
the
disposal of Cell C. During
fiscal 2026, we paid
$11.1 million related
to acquisition of certain businesses,
including $10.4 million
for
the final
tranche of
the Utilities
acquisition, $0.3
million for
MobileMart and
$0.3 million
for Atom.
We
also invested
$4.6 million
related to the acquisition of
mutual funds by our insurance
business in order to
obtain a higher yield on
funds invested by this
business.
Cash used
in investing
activities for
fiscal 2025
included capital
expenditures of
$17.2 million
(ZAR 307.9
million), primarily
due to the acquisition of vaults and POS devices.
We also incurred capital expenditures
of $3.9 million (ZAR 69.8 million), primarily
related to the capitalization of development costs, during fiscal 2025. During
fiscal 2025, we paid $12.9 million related to acquisition
of certain businesses, including Adumo and Utilities. We also received $16.4 million related
to the sale of our
entire equity investment
in MobiKwik in June 2025.
Cash used
in investing
activities for
fiscal 2024
included capital
expenditures of
$12.7 million
(ZAR 236.6
million), primarily
due
to
the
acquisition
of
vaults
and
POS
devices.
During
fiscal
2024,
we
received
proceeds
of
$3.5
million
related
to
the
sale of
remaining interest in Finbond and $0.25 million related to the second (and final) tranche from the
disposal of our entire equity interest
in Carbon.
55
Cash flows from financing activities
During fiscal 2026, we
utilized $123.7 million from our
South African general banking facilities
to partially fund the
growth of
our Consumer lending
book, and repaid
$129.4 million. We
utilized $6.9 million
of our long-term
borrowings to fund
our Merchant
lending
book
and
to
finance
the
acquisition
of
POS
devices
and
vehicles.
We
repaid
$13.7
million
of
long-term
borrowings
in
accordance with
our Facility
B repayment
schedule and
under our
asset-based facilities
repayment schedule.
We
paid fees
of $0.03
million related to the September 2025 refinance of our
facility to fund the growth of Merchant lending book.
We paid $3.5 million
to
purchase Lesaka Hospitality non-controlling interests. We also paid $0.3 million to repurchase shares from employees in order for the
employees to settle taxes due related to the vesting of shares of restricted
stock.
During
fiscal
2025,
we
utilized
$98.6
million
from
our
South
African
overdraft
facilities
to
fund
our
ATMs
and
our
cash
management business through Merchant as well as to partially fund the acquisition of Utilities and for the February 2025 refinance of
certain of
our facilities.
We
repaid $89.2
million of
those facilities,
including
towards our
refinanced facilities.
We
utilized $190.1
million of our borrowings
to settle a portion
of the Adumo purchase
consideration, pay certain transaction
expenses, repay Adumo’s
borrowings,
repurchase
shares
of
our
common
stock,
fund
the
acquisition
of
certain
capital
expenditures,
for
working
capital
requirements
and
for
the
February
2025
refinance
of
certain
of
our
facilities.
We
repaid
$131.2
million
of
long-term
borrowings
towards our refinanced facilities and in accordance with our repayment schedule, paid
$7.2 million to settle Adumo’s borrowings, and
settled a portion
of our revolving credit
facility utilized. We also paid an
origination fee of $1.0
million to secure
additional borrowings
as well as paid dividends to the non-controlling interest of $0.4 million.
During fiscal 2024, we utilized approximately $183.0 million
from our South African overdraft facilities to fund our ATMs
and
repaid
$199.6
million
of
these facilities.
We
utilized
$23.7
million
of
our
long-term
borrowings
to
fund
the
acquisition
of
certain
capital
expenditures
and
for
working
capital
requirements.
We
repaid
$20.1
million
of
these
long-term
in
accordance
with
our
repayment schedule as
well as to settle
a portion of
our revolving credit
facility utilized. We
received $0.1 million
from the exercise
of stock options. We also paid $1.5 million to repurchase shares from employees in order for the employees to settle taxes due related
to the vesting of shares of restricted stock.
Contractual Obligations
The following table sets forth our contractual obligations as of June 30, 2026:
Table 14
Payments due by Period, as of June 30, 2026 (in $ ’000s)
Total
Less than 1
year
2-3 years
3-5 years
Thereafter
Short-term credit facilities
(A)
20,671
20,671
-
-
-
Long-term borrowings
Principal repayments
(A)(B)
210,711
16,114
194,295
302
-
Interest payments
(A)(B)
29,537
10,750
18,771
16
-
Operating lease liabilities, including imputed interest
(C)
34,460
6,946
9,106
6,012
12,396
Purchase obligations
5,720
5,720
-
-
-
Capital commitments
633
633
-
-
-
Other long-term obligations reflected on our balance
sheet
(D)(E)
3,988
-
-
-
3,988
Total
305,720
60,834
222,172
6,330
16,384
(A) – Refer to Note 12 to our audited consolidated financial statements.
(B) – Long-term
borrowings principal
repayments for the
3-5 year period
includes all unamortized
fees as of
June 30, 2026.
Interest payments based on
applicable interest rates as of
June 30, 2026, and expected
outstanding long-term borrowings over
the period. All amounts converted from ZAR to USD using the June 30, 2026,
USD/ ZAR exchange rate.
(C) – Refer to Note 8 to our audited consolidated financial statements.
(D) –Includes policyholder liabilities of $3.7 million related to our insurance business. All amounts are translated at exchange
rates applicable as of June 30, 2026.
(E) –
We
have excluded
cross-guarantees in
the aggregate
amount of
$0.1 million
issued as
of June
30, 2026,
to RMB
and
Nedbank
to secure
guarantees it
has issued
to third
parties on
our behalf
as the
amounts that
will be
settled in
cash are
not
known and the timing of any payments is uncertain.
56
Off-Balance Sheet Arrangements
We have no off
-balance sheet arrangements.
Capital Expenditures
Capital expenditures for the years ended June 30, 2026, 2025 and 2024
were as follows:
Table 15
2026
2025
2024
2026
2025
2024
$
$
$
ZAR
ZAR
ZAR
’000
’000
’000
’000
’000
’000
Merchant
19,581
18,117
11,202
355,297
324,350
209,302
Consumer
2,890
1,500
1,317
52,439
26,855
24,607
Enterprise
2,578
1,482
146
46,778
26,532
2,728
Total
25,049
21,099
12,665
454,514
377,737
236,637
Our capital expenditures
for fiscal 2026,
2025 and 2024,
are discussed under
“—Liquidity and Capital
Resources—Cash flows
from investing activities.”
All of our capital expenditures
for the past three fiscal
years were funded through
internally-generated funds, except
for certain
capital expenditures
of POS
devices and
vaults, made
through our
Merchant business
which were
funded through
the utilization
of
asset-backed borrowings.
We
had outstanding
capital commitments as
of June 30,
2026, of $0.6
million. In addition
to these capital
expenditures,
we
expect
that
capital
spending
for
fiscal
2027
will
include
acquisition
of
POS
devices,
vaults,
computer
software,
computer and office equipment, as well as for our ATM infrastructure and branch network in South Africa.
Acquisition of these assets
w
ill be funded through the use of internally-generated funds and available
facilities.
57
ITEM 7A.
QUANTITATIVE
AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
We seek to manage our exposure to currency exchange, translation, interest rate, credit, microlending credit and equity price and
liquidity risks as discussed below.
Currency Exchange Risk
We are subject to currency exchange risk because we purchase components for vaults, that we assemble, and inventories that we
are required
to settle
in other
currencies, primarily
the euro,
renminbi, and
U.S. dollar.
We
have used
forward contracts
in order
to
limit our exposure
in these transactions
to fluctuations in
exchange rates between
the South African
rand (“ZAR”), on
the one hand,
and the U.S. dollar and the euro, on the other hand.
We
had no outstanding foreign exchange contracts as of June 30,
2026 and 2025.
Translation Risk
Translation risk relates to the risk that our
results of operations will vary significantly as
the U.S. dollar is our
reporting currency,
but we earn a significant amount of our revenues and
incur a significant amount of our expenses in ZAR. The U.S. dollar
to the ZAR
exchange rate has
fluctuated significantly over
the past three
years. As exchange rates
are outside our
control, there can
be no assurance
that future fluctuations will not adversely affect our results
of operations and financial condition.
Interest Rate Risk
As a result of
our normal borrowing activities, our operating results
are exposed to fluctuations in interest
rates, which we manage
primarily through our financing activities. The ongoing conflict in the
Middle East has contributed to higher oil and commodity prices
and increased global market volatility,
resulting in increased inflationary pressures.
In May 2026,
the South African
Reserve Bank (“SARB”)
increased the repurchase
rate by 25
basis points to 7.00%
in response
to heightened inflation risks.
The SARB
subsequently maintained the repurchase
rate at 7.00%
in July 2026.
While the outlook remains
uncertain, continued pressure on oil and other input prices presents an upside
risk to inflation and, consequently,
interest rates.
We periodically evaluate the cost
and effectiveness of
interest rate hedging
strategies to
manage our exposure
to changes
in interest
rates.
We
generally
maintain
surplus
cash
in
cash
equivalents
and
held-to-maturity
investments and
have
occasionally
invested
in
marketable securities.
We have
short and long-term borrowings in South
Africa as described in Note 12
to our consolidated financial statements which
attract
interest
at
rates
that
fluctuate
based
on
changes
in
the
South
African
prime
and
South
African
Overnight
Index
Average
(“ZARONIA”) interest rates.
The following table
illustrates the effect
on our annual expected
interest charge, translated
at exchange
rates applicable
as of
June 30, 202
6, as a
result of
changes in
the South
African prime
and South
African Overnight
Index Average
(“ZARONIA”) interest rates, using
our outstanding short and long
-term borrowings as of June 30,
2026. The effect of
a hypothetical
1% (i.e. 100 basis points) increase and a 1% decrease in the interest rates applicable to the
borrowings as of June 30, 2026, are shown.
The selected 1% hypothetical change does not reflect what could be considered
the best- or worst-case scenarios.
Table 16
As of June 30, 2026
Annual expected
interest charge
($ ’000)
Hypothetical
change in
interest rates
Impact of
hypothetical
change in
interest rates
($ ’000)
Estimated annual
expected interest
charge after
hypothetical change
in interest rates
($ ’000)
Interest on South Africa borrowings
23,567
1%
2,322
25,889
(1%)
(2,322)
21,245
Credit Risk
Credit risk
relates to
the risk of
loss that we
would incur
as a
result of non-performance
by counterparties.
We
maintain credit
risk
policies
in
respect
of
our
counterparties
to
minimize
overall
credit
risk.
These
policies
include
an
evaluation
of
a
potential
counterparty’s
financial
condition,
credit
rating,
and
other
credit
criteria
and
risk
mitigation
tools
as
our
management
deems
appropriate.
With
respect to
credit risk
on financial
instruments,
we maintain
a policy
of entering
into such
transactions only
with
South African and European financial institutions that have a credit rating
of “B” (or its equivalent) or better, as determined
by credit
rating agencies such as Standard & Poor’s, Moody’s
and Fitch Ratings.
58
Consumer microlending credit risk
We are exposed
to credit risk in our Consumer microlending activities, which provides unsecured short-term loans
to qualifying
customers. Credit bureau checks as well as an affordability test are conducted as part of the origination process, both of
which are line
with local regulations.
We
consider this policy to be appropriate because the affordability test we perform takes into account a variety
of
factors
such
as
other
debts
and
total
expenditures
on
normal
household
and
lifestyle
expenses.
Additional
allowances
may
be
required should the
ability of our customers
to make payments when
due deteriorate in
the future. A significant
amount of judgment
is required to assess the ultimate recoverability of these
finance loan receivables, including ongoing evaluation of the creditworthiness
of each customer.
Merchant lending
We
maintain an allowance
for doubtful finance
loans receivable related
to its Merchant
services segment with
respect to short-
term loans
to qualifying
merchant customers.
Our risk
management procedures
include adhering
to our
proprietary lending
criteria
which uses an online-system loan
application process, obtaining necessary customer transaction-history data and
credit bureau checks.
We
consider these procedures to be appropriate because it
takes into account a variety of
factors such as the customer’s credit capacity
and customer-specific risk factors when originating a loan.
Equity Securities Price Risk
Equity price risk relates to the risk
of loss that we would incur as
a result of the volatility in the exchange
-traded price of equity
securities that we hold. As of June 30, 2026, we did not have any equity securities that
were exchange-traded and held as available for
sale. Historically, exchange
-traded equity securities held as available for sale were expected to be held for an extended period of time
and we were
not concerned with
short-term equity price volatility
with respect to
these securities provided that
the underlying business,
economic and management characteristics of the company remained
sound.
The market price of these exchange-traded equity securities may fluctuate for a variety of reasons
and, consequently, the amount
we may obtain in a subsequent sale of these securities may significantly differ
from the reported market value.
Equity Securities Liquidity Risk
Equity liquidity risk
relates to the
risk of loss
that we would
incur as a
result of the
lack of liquidity
on the exchange
on which
those securities are
listed.
We
may not
be able to
sell some or
all of these
securities at one
time, or over
an extended period
of time
without influencing the exchange-traded price, or at all.
We monitor these investments for impairment and make appropriate reductions in carrying value when an impairment is deemed
t
o be other-than-temporary.
As of June 30, 2026, we did not own any exchange-traded equity securities.
59
ITEM 8.
FINANCIAL STATEMENTS
AND SUPPLEMENTARY
DATA
Our audited
consolidated financial
statements, together
with the
reports
of our independent
registered public
accounting firms,
a
ppear on pages F-1 through F-95 of this Annual Report.
60
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of disclosure controls
and procedures
Under the
supervision and
with the
participation of
our management,
including our
Executive Chairman
and our
Group Chief
Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as
such term is defined under Rule 13a-15(e)
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on this evaluation, our Executive Chairman and
Group Chief
Financial Officer
concluded that
our disclosure
controls and
procedures were
not effective
as of June
30, 2026,
due to
the material weaknesses in internal control over financial reporting as described
below.
Internal Control over Financial Reporting
Internal control over financial reporting
is a process designed
by, or under the supervision of, our
Executive Chairman and Group
Chief
Financial
Officer,
or
persons
performing
similar
functions,
and
effected
by
our
board
of
directors,
management,
and
other
personnel, to provide
reasonable assurance regarding
the reliability of
financial reporting and
the preparation of
financial statements
for external purposes in accordance with U.S. GAAP.
Internal control over financial reporting includes
those policies and procedures that
(1) pertain to the
maintenance of records that,
in reasonable detail, accurately and fairly
reflect the transactions and dispositions of
our assets; (2) provide reasonable
assurance that
transactions are recorded as
necessary to permit preparation of
financial statements in accordance
with U.S. GAAP,
and that receipts
and expenditures of the company are being made only in accordance with authorizations of our officers and directors; and (3) provide
reasonable assurance regarding prevention
or timely detection of unauthorized
acquisition, use or disposition
of our assets that could
have a material effect on our audited consolidated financial statements.
Inherent Limitations in Internal Control
over Financial Reporting
Internal control over financial reporting cannot provide absolute assurance of achieving
financial reporting objectives because of
its inherent
limitations.
Internal
control
over
financial reporting
is a
process that
involves
human
diligence
and
compliance
and
is
subject
to
lapses
in
judgment and
breakdowns
resulting
from human
failures.
Internal
control over
financial
reporting
also
can
be
circumvented by collusion or improper
management override. Because of such
limitations, there is a risk that
material misstatements
may not
be prevented
or detected
on a
timely basis
by internal
control over
financial reporting.
However,
these inherent
limitations
are known features of the financial reporting
process. Therefore, it is possible to design safeguards into
the process to reduce, though
not eliminate, this risk.
Management’s
Report on Internal Control Over Financial Reporting
Management,
including
our
Executive
Chairman
and
our
Group
Chief
Financial
Officer,
is
responsible
for
establishing
and
maintaining
adequate
internal
control
over
our
financial
reporting.
Management
conducted
an
evaluation
of
the
effectiveness
of
internal control over financial reporting based on criteria established in Internal Control – Integrated Framework
(2013) issued by the
Committee
of Sponsoring
Organizations
of the
Treadway
Commission
(COSO). Based
on this
evaluation
and as
described
below,
management concluded that our internal control over financial reporting was not
effective as of June 30, 2026.
A material
weakness is
a deficiency,
or a
combination of
deficiencies, in
internal control
over financial
reporting, such
that a
reasonable
possibility
exists that
a
material
misstatement
of
our
annual
or
interim
financial statements
would
not
be
prevented
or
detected on a timely basis.
As of June 30, 2026, we identified material weaknesses related to:
Our
Consumer
lending,
Consumer
insurance
and
Group
payroll
processes,
specifically
insufficient
risk
assessment
and
monitoring
activities
relating
to
changes
in
or
migration
of
systems
and
processes,
insufficient
controls
over
internal
information and information from service
organizations, and insufficient design and implementation
of ITGCs, controls over
service organizations and process level controls, resulting in ineffective process level controls,
including a lack of validation
of the completeness and accuracy of information used within the processes;
Our journal entry process, specifically relating to insufficient risk assessment, and ineffective design and implementation of
controls including
insufficient controls
over information
resulting in
ineffective process
level controls
including a
lack of
validation of the
completeness of the
journal entry population
and inadequate validation
of the completeness
and accuracy
of information used within the process;
The failure of our Utilities, Lesaka Hospitality,
Lesaka Merchant Technologies
and Lesaka Payments businesses to comply
with
our
Sarbanes
program,
specifically
insufficient
risk
assessment
and
monitoring
activities
relating
to
systems
and
processes, insufficient controls over internal information
and information from service organizations, and
insufficient design
a
nd implementation of ITGCs, controls
over service organizations and process
level controls, resulting in ineffective process
61
level controls, including a lack of validation of the completeness and accuracy
of information used within the process;
An insufficient number of experienced and trained resources to execute
on their internal control responsibilities resulting in
inadequate
risk
assessment,
ineffective
design,
implementation
and
operating
effectiveness
of
process
level
controls
for
processes
in the scope of our internal control over financial reporting evaluation.
Of the
material weaknesses
described above,
the material
weaknesses related
to the
journal entry
process and
the insufficient
number
of experienced
and
trained
resources
to execute
on their
internal
control responsibilities
resulted
in
corrected
prior
period
misstatements
related
to
the
understatement
of
cost
and
accumulated
depreciation
for
computer
equipment
and
the
correction
of
deferred
tax asset
included
in deferred
income
taxes
due
to correction
of
intercompany
transactions
as described
in
Note
1
to
the
consolidated financial statements.
Additionally, of the material weaknesses described above,
the material weakness related
to an insufficient number
of experienced
and trained resources to
execute on their internal
control responsibilities also resulted
in corrected prior period
misstatements related
to the understatement of cost
of goods sold, IT processing,
servicing and support due to
incorrect claim of indirect taxes
and correction
of number of shares
and amounts used for common
stock and treasury shares and
amounts for additional paid-in
capital as described
in Note 1 to the
consolidated financial statements. The
material weakness also resulted
in a corrected immaterial
misstatement in the
current period related to revenue.
All
other
material
weaknesses
did
not
result
in
any
corrected
material
or
immaterial
misstatements;
however,
a
reasonable
possibility exists
that material
misstatements in
our consolidated
financial statements
may not
be prevented
or detected
on a
timely
basis.
Lesaka’s independent registered public accounting
firm, KPMG Inc, who audited the consolidated financial statements included
in this Annual
Report, has expressed
an adverse report
on the operating
effectiveness of our
internal control over
financial reporting
as of June 30, 2026, which appears in Part II, Item 9A of this Annual Report.
Remediation of Newly Identified Material Weaknesses
To address the material weaknesses, our management,
including our Information Technology
(“IT”) team, has commenced with
remediation of these material
weaknesses including, but not
limited to: (1) developing
and implementing a comprehensive
remediation
plan that includes specific actions aimed at enhancing the
understanding of control owners related to the operation and
importance of
internal
controls
over
financial
reporting,
including
the principles
and
requirements
of
each control,
with
a focus
on
the impacted
processes
including
controls
over
service
organizations,
ITGCs,
and
other
process
level
controls;
(2)
mandating
improved
risk
assessment procedures with
governance requirements upon implementing
new or migrating
existing systems within
the Group together
with the design, implementation and monitoring
of control activities; (3) the recruitment
of additional appropriately skilled resources
across
the
Finance
and
Risk
and
Compliance
disciplines
coupled
with
the
further
upskilling
and
training
of
existing
resources
responsible
for
the
execution
of
key
controls
as
well
as
a
focus
on
a
greater
degree
of
automation
of
controls
throughout
the
organization, (4) the embedding of controls compliance
in the key performance indicators of senior executives as well as process and
control owners across the business and (5) collaborating closely with internal and external assurance partners to ensure the robustness
of our remediation plan.
While we are actively taking steps
to implement our remediation plan, the material weaknesses
will not be deemed resolved until
the enhanced controls
operate for a
sufficient period of
time and management
has confirmed through testing
that the same
are operating
effectively.
We
will continue to
monitor the remediation
plan's effectiveness
and adjust
our efforts
as needed. As
we assess and
test
our internal control over financial reporting, we may identify the need for additional
measures or modifications to the plan.
Remediation of Previously Identified Material Weaknesses
Management
has
made
progress
in
remediating
the
material
weaknesses
identified
in
the
previous
fiscal
year
related
to
the
insufficient
design
and
implementation
of
controls
and
policies
and
procedures
related
to
the
goodwill
impairment
assessment,
business combinations process and revenue recognition
matters. Revised procedures have been implemented
related to the validation
of completeness and accuracy of the data used in the goodwill impairment model together with additional procedures implemented
to
enhance the
precision levels
in evaluating key
assumptions utilized
in this
model. These have
been adequately
documented through
management review controls. The implementation of robust revenue recognition controls for the review of new contracts and product
offerings has
mitigated key
risks of potential
material misstatement
within the
revenue process. This
has been
achieved through
the
thorough assessment and documentation
of the relevant
accounting considerations, ensuring the
accurate classification and recognition
of revenue. Furthermore,
the enhanced processes
and procedures relating
to business combinations
operated effectively
with respect
to the acquisitions completed
during the year; as no
significant business combination occurred
during the period, we will
continue to
evaluate these controls as they operate over future significant transactions.
Changes in Internal Control over Financial Reporting
Except as described above,
there were no changes
in our internal control over
financial reporting during the
quarter ended June
30, 2026, that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
62
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
To the shareholders
and Board of Directors of Lesaka Technologies,
Inc.
Opinion on Internal Control Over Financial Reporting
We have audited
Lesaka Technologies, Inc.
and subsidiaries’ (the Company) internal control over financial reporting as of June
30, 2026,
based on
criteria established
in
Internal Control
– Integrated
Framework (2013)
issued by
the Committee
of Sponsoring
Organizations of the Treadway Commission. In our opinion, because of the effect of the material weaknesses, described below, on the
achievement of the objectives
of the control
criteria, the Company has
not maintained effective internal
control over financial reporting
as of
June 30,
2026, based
on criteria
established
in
Internal Control
– Integrated
Framework (2013)
issued by
the Committee
of
Sponsoring Organizations of the Treadway
Commission.
We
also have
audited, in
accordance with
the standards
of the
Public Company
Accounting Oversight
Board (United
States)
(PCAOB),
the
consolidated
balance
sheets
of
the
Company
as
of
June
30,
2026
and
2025,
the
related
consolidated
statements
of
operations, comprehensive (loss) income,
changes in equity,
and cash flows for each
of the years in the three-year
period ended June
30, 2026, and the related notes (collectively, the consolidated financial statements), and our report dated September 9, 2026
expressed
an unqualified opinion on those consolidated financial statements.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there
is a reasonable possibility that
a material misstatement of the
company’s annual
or interim financial statements will
not be prevented
or
detected
on
a
timely
basis.
Material
weaknesses
related
to
insufficient
risk
assessment,
insufficient
experienced
and
trained
resources, insufficient design, implementation and operating effectiveness of control activities, insufficient controls over
information,
and insufficient monitoring
activities have been identified
and included in management’s
assessment. The material weaknesses
were
considered in determining
the nature, timing,
and extent of
audit tests
applied in our
audit of
the 2026 consolidated
financial statements,
and this report does not affect our report on those consolidated
financial statements.
Basis for Opinion
The
Company’s
management
is
responsible
for
maintaining
effective
internal
control
over
financial
reporting
and
for
its
assessment of
the effectiveness
of internal
control over
financial reporting,
included in
the accompanying
Management’s
Report on
Internal Control over Financial Reporting. Our
responsibility is to express
an opinion on the Company’s internal control over financial
reporting based
on our
audit. We
are a
public accounting
firm registered
with the
PCAOB and
are required
to be
independent with
respect to the
Company in accordance
with the U.S. federal
securities laws and
the applicable rules
and regulations of
the Securities
and Exchange Commission and the PCAOB.
We conducted
our audit in accordance with
the standards of the PCAOB. Those
standards require that we plan
and perform the
audit to
obtain reasonable
assurance about
whether effective
internal control
over financial
reporting was
maintained in
all material
respects. Our
audit of internal
control over financial
reporting included
obtaining an understanding
of internal control
over financial
reporting,
assessing
the
risk
that
a
material
weakness
exists,
and
testing
and
evaluating
the
design
and
operating
effectiveness
of
internal control
based on the
assessed risk. Our
audit also included
performing such other
procedures as we
considered necessary
in
the circumstances. We
believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A
company’s
internal
control
over
financial
reporting
is
a
process
designed
to
provide
reasonable
assurance
regarding
the
reliability of financial
reporting and the
preparation of financial
statements for external
purposes in accordance with
generally accepted
accounting principles. A company’s internal
control over financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted
accounting principles, and that
receipts and expenditures of
the company are being made
only in
accordance
with
authorizations
of
management
and
directors
of
the
company;
and
(3)
provide
reasonable
assurance
regarding
prevention or timely detection of
unauthorized acquisition, use, or disposition
of the company’s assets that could have
a material effect
on the financial statements.
Because
of
its
inherent
limitations,
internal
control
over
financial
reporting
may
not
prevent
or
detect
misstatements.
Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
/s/ KPMG Inc.
Johannesburg, Republic of South Africa
September 9, 2026
63
ITEM 9B.
OTHER INFORMATION
Our Section 16 officers and directors, as defined in Rule 16a-1(f) of the Securities
Exchange Act of 1934 (the “Exchange Act”),
may from time to time
enter into plans for the
purchase or sale of our
common stock that are
intended to satisfy the affirmative defense
conditions of Rule 10b5-1(c) of the Exchange Act. During the
quarter ended June 30, 2026, no officers or directors, as defined in
Rule
16a-1(f),
adopted
,
modified
,
or
terminated
a
“Rule
10b5-1
trading
arrangement”
or
a
“non-Rule
10b5-1
trading
arrangement,”
as
defined in Item 408 of Regulation S-K.
ITEM 9C.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS
Not applicable.
64
PART
III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
Information
about
our
executive
officers
is
set
out
in
Part
I,
Item
1
under
the
caption
“Our
Executive
Officers.”
The
other
information required
by this
Item is incorporated
by reference
to the
sections of
our definitive
proxy statement
for our
2026 annual
meeting of shareholders entitled “Board of Directors and Corporate
Governance” and “Additional Information.”
ITEM 11.
EXECUTIVE COMPENSATION
The information required by this Item is incorporated by reference to the sections of our definitive proxy
statement for our 2026
annual meeting of shareholders entitled
“Executive Compensation,” “Board of
Directors and Corporate Governance—Compensation
of Directors” and “—Remuneration Committee Interlocks and Insider Participation.”
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER
MATTERS
The information required by this Item is incorporated by reference to the sections of our definitive proxy
statement for our 2026
annual
meeting
of
shareholders
entitled
“Security
Ownership
of
Certain
Beneficial
Owners
and
Management”
and
“Equity
Compensation Plan Information.”
ITEM 13.
CERTAIN
RELATIONSHIPS
AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The information required by this Item is incorporated by reference to the sections of our definitive proxy
statement for our 2026
annual
meeting
of
shareholders
entitled
“Certain
Relationships
and
Related
Transactions”
and
“Board
of
Directors
and
Corporate
Governance.”
ITEM 14.
PRINCIPAL ACCOUNTANT
FEES AND SERVICES
The information required by this Item is incorporated by reference to the sections of our definitive proxy
statement for our 2026
a
nnual meeting of shareholders entitled “Audit and Non-Audit Fees.”
65
PART
IV
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES
a)
The following documents are filed as part of this report
1. Financial Statements
The following financial statements are included on pages
F-1 through F-95.
Report of the Independent Registered Public Accounting Firm
KPMG, Inc.
(PCAOB Firm ID
1025
)
Consolidated statements of operations for the years ended June 30, 2026,
2025 and 2024
1
2. Financial Statement Schedules
Financial statement schedules have been
omitted since they are
either not required, not
applicable, or the
information is otherwise
included.
(b) Exhibits
Incorporated by Reference Herein
Exhibit
No.
Description of Exhibit
Included
Herewith
Form
Exhibit
Filing Date
2.1
8-K
10.1
November 2, 2021
2.2
8-K
10.1
May 7, 2024
2.3
8-K
2.2
October 2, 2024
2.4
8-K
2.1
July 2, 2025
3.1
8-K
3.1
May 17, 2022
66
3.2
8-K
3.2
May 17, 2022
4.1
10-K
4.1
September 9, 2022
4.2
X
10.1*
10-Q
10.49
February 7, 2023
10.2*
10-Q
10.50
February 7, 2023
10.3*
10-Q
10.51
February 7, 2023
10.4*
10-K
10.4
September 11, 2024
10.5*
10-K
10.5
August 24, 2017
10.6*
14A
A
September 30, 2022
10.7*
14A
B
April 22, 2024
10.8*
14A
A
October 28, 2025
10.9*
8-K
10.1
July 30, 2026
10.10*
8-K
10.2
July 30, 2026
10.11*
14A
A
April 22, 2024
10.12*
14A
A
July 2, 2026
10.13*
8-K
10.1
February 11, 2021
10.14*
8-K
10.2
February 11, 2021
10.15*
8-K
10.1
December 10, 2021
10.16*
8-K
10.2
December 10, 2021
10.17*
8-K
10.3
December 10, 2021
10.18*
8-K
10.4
December 10, 2021
10.19*
10-Q
10.52
May 9, 2023
10.20*
10-Q
10.53
May 9, 2023
10.21*
10-Q
10.53
May 7, 2025
10.22*
10-Q
10.54
May 7, 2025
67
10.23*
10-Q
10.55
May 7, 2025
10.24
10-Q
10.56
May 7, 2025
10.25
8-K
10.32
April 12, 2016
10.26
10-Q
10.43
February 5, 2025
10.27
8-K
10.1
May 14, 2020
10.28
8-K
10.1
December 10, 2020
10.29
10-K
10.32
September 9, 2022
10.30
10-Q
10.58
May 10, 2022
10.31
8-K
10.3
March 22, 2023
10.32
8-K
10.40
October 1, 2024
10.33
14A
A
October 2, 2024
10.34
14A
B
October 2, 2024
10.35
Proprietary
Limited,
as
Term/RCF
Borrower, FirstRand
10-Q
10.51
May 6, 2026
10.36
10-Q
10.52
May 6, 2026
68
10.37
10-Q
10.47
May 7, 2025
10.38
10-Q
10.48
May 7, 2025
10.39
10-Q
10.49
May 7, 2025
10.40
10-Q
10.50
May 7, 2025
10.41
10-Q
10.51
May 7, 2025
10.42
10-Q
10.52
May 7, 2025
10.43
10-Q
10.53
May 6, 2026
10.44
8-K
10.27
December 19, 2013
10.45
8-K
10.50
December 9, 2016
69
10.46
8-K
10.1
September 9, 2025
14
X
19
X
21
X
23.1
X
31.1
X
31.2
X
32
X
97
X
101.INS
XBRL Instance Document
X
101.SCH
XBRL Taxonomy
Extension Schema
X
101.CAL
XBRL Taxonomy
Extension Calculation Linkbase
X
101.DEF
XBRL Taxonomy
Extension Definition Linkbase
X
101.LAB
XBRL Taxonomy
Extension Label Linkbase
X
101.PRE
XBRL Taxonomy
Extension Presentation Linkbase
X
104
Cover Page Interactive Data File (formatted as inline
XBRL and continued in Exhibit 101)
X
* Indicates a management contract or compensatory plan or arrangement.
ITEM 16.
FORM 10-K SUMMARY
N
one.
70
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
LESAKA TECHNOLOGIES, INC.
By: /s/ Ali Mazanderani
Ali Mazanderani
Executive Chairman and Director
Date: September 9, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report
has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.
NAME
TITLE
DATE
/s/ Kuben Pillay
Lead Independent Director and Director
September 9, 2026
Kuben Pillay
/s/ Ali Mazanderani
Executive Chairman and Director (Principal Executive
Officer)
September 9, 2026
Ali Mazanderani
/s/ Dan Smith
Group Chief Financial Officer and Director (Principal
Financial and Accounting Officer)
September 9, 2026
Dan Smith
/s/ Antony Ball
Director
September 9, 2026
Antony Ball
/s/ Nonkululeko Gobodo
Director
September 9, 2026
Nonkululeko Gobodo
/s/ Steven Heilbron
Director
September 9, 2026
Steven Heilbron
/s/ Lincoln Mali
Director
September 9, 2026
Lincoln Mali
/s/ Venessa
Naidoo
Director
September 9, 2026
Venessa
Naidoo
/s/ Ekta Singh-Bushell
Director
September 9, 2026
Ekta Singh-Bushell
/s/ Dean Sparrow
Director
September 9, 2026
Dean Sparrow
F-2
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
To the shareholders
and Board of Directors of Lesaka Technologies,
Inc.
Opinion on the Consolidated Financial Statements
We
have audited
the accompanying
consolidated balance
sheets of
Lesaka Technologies,
Inc. and subsidiaries
(the Company)
as of June 30, 2026 and 2025, the related consolidated statements of operations, comprehensive
(loss) income, changes in equity,
and
cash flows
for each
of the
years in
the three-year
period ended
June 30,
2026, and
the related
notes (collectively,
the consolidated
financial statements). In our opinion, the consolidated
financial statements present fairly, in all material respects, the
financial position
of the Company as of June 30,
2026 and 2025, and the results of
its operations and its cash flows
for each of the years in the
three-year
period ended June 30, 2026, in conformity with U.S. generally accepted
accounting principles.
We
also have
audited, in
accordance with
the standards
of the
Public Company
Accounting
Oversight Board
(United States)
(PCAOB), the Company’s internal control
over financial reporting as
of June 30,
2026, based on
criteria established in
Internal Control
– Integrated Framework
(2013) issued by
the Committee of
Sponsoring Organizations
of the Treadway
Commission, and our
report
dated September 9, 2026 expressed
an adverse opinion on the
effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated
financial statements
are the
responsibility of
the Company’s
management. Our
responsibility is
to express
an opinion on these
consolidated financial statements based on
our audits. We are a public accounting
firm registered with the PCAOB
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require
that we plan and perform the
audit to
obtain reasonable
assurance about
whether the
consolidated financial
statements are
free of
material misstatement,
whether
due
to
error
or
fraud.
Our
audits included
performing
procedures
to
assess
the
risks
of
material
misstatement
of
the
consolidated
financial statements, whether
due to error or
fraud, and performing
procedures that respond
to those risks. Such
procedures included
examining, on
a test basis,
evidence regarding
the amounts
and disclosures
in the
consolidated financial
statements. Our
audits also
included evaluating
the accounting principles
used and significant
estimates made by
management, as well
as evaluating
the overall
presentation of the consolidated financial statements. We
believe that our audits provide a reasonable basis for our opinion
Critical Audit Matters
The
critical
audit
matter
communicated
below
is a
matter
arising
from
the
current
period audit
of
the
consolidated
financial
statements
that
was
communicated
or
required
to
be
communicated
to
the
audit
committee
and
that:
(1)
relates
to
accounts
or
disclosures
that
are
material
to
the
consolidated
financial
statements
and
(2)
involved
our
especially
challenging,
subjective,
or
complex judgments. The communication of a critical
audit matter does not alter in any way our opinion
on the consolidated financial
statements, taken
as a whole,
and we are
not, by communicating
the critical audit
matter below,
providing a separate
opinion on
the
critical audit matter or on the accounts or disclosures to which it relates.
Assessment of goodwill impairment test for certain reporting units
As discussed in Notes 2 and 10
to the consolidated financial statements,
the Company recorded goodwill
of $215,298 thousand
as of June 30, 2026.
The Company tests for impairment
of goodwill on an annual
basis and at any
other time if events
or circumstances
change
that could
trigger an
impairment
test. The
Company uses
a discounted
cash flow
model to
estimate the
fair value
for each
reporting
unit,
which
requires
the
Company
to
make
significant
estimates
and
certain
assumptions
related
to
the
reporting
units’
revenue growth rates, terminal revenue growth rates, forecast period for
certain reporting units and weighted average cost of capital.
We
identified the
assessment of
the Company’s
goodwill impairment
test for
certain reporting
units as
a critical
audit matter.
Subjective
auditor
judgement
and
specialized
skills
and
knowledge
were
required
to
evaluate
certain
assumptions
used
in
the
discounted
cashflow
model.
Specifically,
reporting
units’ revenue
growth
rates,
terminal revenue
growth
rates, forecast
period
for
certain reporting units and
the weighted average cost of capital.
Changes in these assumptions
could have a significant impact
on the
fair value of the reporting units.
The following are the primary procedures we performed to address this critical audit
matter:
We
evaluated
the
revenue
growth
rates
by
comparing
the
revenue
growth
rates
against
historic
performance,
approved
budgets and challenged management on the expected future performance
based on reporting unit specific factors.
We performed sensitivity analyses over revenue growth rates and the
forecast period of certain reporting
units to assess their
impact on the Company’s determination
of the fair values in respect to the reporting units.
We involved
valuation professionals with specialized skills and knowledge who assisted in:
o
independently recalculating
the terminal revenue
growth rates for the
reporting units considering
industry,
product
and country specific information;
o
e
valuating the weighted average cost of capital, by developing an independent estimate of weighted average cost of
F-3
capital range and
comparing it to
the weighted average
cost of capital
selected by the
Company for each
reporting
unit; and
o
performing a sensitivity
and scenario type
analysis on terminal
revenue growth rates
and weighted average
cost of
capital to assess the impact of changes in those
assumptions on the Company’s
determination of fair value for each
reporting unit.
/s/
KPMG Inc.
We have served
as the Company’s auditor since 2024.
Johannesburg, Republic of South Africa
September 9, 2026
LESAKA TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
as of June 30, 2026 and 2025
F-4
June 30,
June 30,
2026
2025
(In thousands, except share data)
ASSETS
CURRENT ASSETS
Cash and cash equivalents
$
81,409
$
76,520
Restricted cash related to short-term credit facilities (Note 12)
129
119
Accounts receivable, net and other receivables (Note 4)
43,765
42,525
Finance loans receivable, net (Note 4)
103,810
74,110
Inventory (Note 5)
20,113
23,551
Total current assets before settlement assets
249,226
216,825
Settlement assets
18,504
27,098
Total current assets
267,730
243,923
PROPERTY,
PLANT AND EQUIPMENT, NET (Note 1 and Note 7)
50,212
44,924
OPERATING LEASE RIGHT-OF-USE (Note 8)
20,161
9,691
EQUITY-ACCOUNTED INVESTMENTS
(Note 9)
295
199
GOODWILL (Note 10)
215,298
199,395
INTANGIBLE ASSETS, NET (Note 10), including integrated platform - 2026: $
73,211
; 2025: $
79,343
123,425
139,215
DEFERRED TAX ASSETS, NET
(A)
12,470
10,338
OTHER LONG-TERM ASSETS, including equity securities (Note 9 and 11)
9,697
3,809
TOTAL ASSETS
699,288
651,494
LIABILITIES
CURRENT LIABILITIES
Short-term credit facilities (Note 12)
20,671
24,469
Accounts payable
23,986
19,867
Other payables (Note 13)
(A)
83,262
76,035
Operating lease liability - current (Note 8)
4,408
4,007
Current portion of long-term borrowings (Note 12)
16,114
11,956
Income taxes payable
1,691
1,400
Total current liabilities before settlement obligations
150,132
137,734
Settlement obligations
18,530
26,695
Total current liabilities
168,662
164,429
DEFERRED TAX LIABILITIES, NET
28,379
33,921
OPERATING LEASE LIABILITY - LONG TERM (Note 8)
19,338
6,129
LONG-TERM BORROWINGS (Note 12)
194,597
188,813
OTHER LONG-TERM LIABILITIES, including insurance policy liabilities (Note 11)
3,988
2,991
TOTAL LIABILITIES
414,964
396,283
REDEEMABLE COMMON STOCK (Note 14)
78,972
88,957
EQUITY
COMMON STOCK (Note 14)
Authorized:
200,000,000
with $
0.001
par value;
Issued and outstanding shares, net of treasury - 2026:
83,306,794
; 2025:
81,249,097
(A)
84
84
PREFERRED STOCK
Authorized shares:
50,000,000
with $
0.001
par value;
Issued and outstanding shares, net of treasury:
2026:
-
; 2025:
-
-
-
ADDITIONAL PAID-IN CAPITAL
(A)
152,554
135,505
TREASURY SHARES, AT
COST: 2026:
2,548,472
; 2025:
3,999,049
(A)
(234)
(7,059)
ACCUMULATED OTHER
COMPREHENSIVE LOSS (Note 15)
(A)
(166,319)
(185,626)
RETAINED EARNINGS
(A)
219,267
216,509
TOTAL LESAKA EQUITY
205,352
159,413
NON-CONTROLLING INTEREST
-
6,841
TOTAL EQUITY
205,352
166,254
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND SHAREHOLDERS’ EQUITY
$
699,288
$
651,494
(A) Amounts for June 30, 2025 revised to correct the errors discussed in Note 1.
See accompanying notes to consolidated financial statements.
LESAKA TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT
S
OF OPERATIONS
for the years ended June 30, 2026, 2025 and 2024
F-5
2026
2025
2024
(In thousands, except per share data)
REVENUE (Note 16)
$
721,554
$
659,701
$
564,222
Services rendered
630,377
613,201
529,818
Loan-based fees received
65,696
37,344
29,948
Sale of goods
10,158
9,157
4,456
Income from rentals
15,323
-
-
EXPENSE
Cost of goods sold, IT processing, servicing and support, exclusive of depreciation and
amortization shown separately below
(A)
490,834
487,186
443,293
Selling, general and administration, exclusive of depreciation and amortization shown
separately below
(A)
153,473
123,727
87,027
Movement in allowance for credit losses (Note 4)
(B)
12,796
8,011
5,158
Depreciation and amortization
47,346
33,721
23,665
Transaction costs related to Adumo, Utilities and Bank Zero acquisitions and certain
compensation costs (Note 3)
389
16,159
2,325
Impairment loss (Note 10)
4,035
18,863
-
OPERATING INCOME (LOSS)
12,681
(27,966)
2,754
CHANGE IN FAIR VALUE
OF EQUITY SECURITIES (Note 6 and 9)
2,593
(59,828)
-
OTHER INCOME (Note 13)
3,883
-
-
REVERSAL OF ALLOWANCE FOR
DOUBTFUL LOAN RECEIVABLE
(Note 4
and
Note
9)
1,500
-
250
NET LOSS ON IMPAIRMENT OF EQUITY-ACCOUNTED
INVESTMENT/ LOSS ON
DISPOSAL OF EQUITY-ACCOUNTED INVESTMENT
(Note 9)
584
161
-
LOSS ON DISPOSAL OF EQUITY SECURITIES (Note 3)
730
-
-
INTEREST INCOME
2,889
2,596
2,294
INTEREST EXPENSE
(A)
18,506
21,824
19,171
INCOME (LOSS) BEFORE INCOME TAX EXPENSE (BENEFIT)
3,726
(107,183)
(13,873)
INCOME TAX EXPENSE (BENEFIT) (Note 18)
(A)
1,429
(15,982)
3,363
INCOME (LOSS) BEFORE EARNINGS (LOSS) FROM EQUITY-ACCOUNTED
INVESTMENTS
2,297
(91,201)
(17,236)
EARNINGS (LOSS) FROM EQUITY-ACCOUNTED INVESTMENTS (Note 9)
215
114
(1,279)
NET INCOME (LOSS)
2,512
(91,087)
(18,515)
ADD NET LOSS ATTRIBUTABLE
TO NON-CONTROLLING INTEREST
246
130
-
NET INCOME (LOSS) ATTRIBUTABLE
TO LESAKA
$
2,758
$
(90,957)
$
(18,515)
Net earnings (loss) per share, in United States dollars
(Note 19):
Basic earnings (loss) attributable to Lesaka shareholders
(A)
$
0.03
$
(1.19)
$
(0.29)
Diluted earnings (loss) attributable to Lesaka shareholders
(A)
$
0.03
$
(1.19)
$
(0.29)
(A) Revised to correct the errors discussed in Note 1.
(B) Movement in allowance for credit losses for the years ended June 30, 2025, and 2024, were previously included in selling, general and
administration.
See accompanying notes to consolidated financial statements.
LESAKA TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT
S
OF COMPREHENSIVE (LOSS) INCOME
for the years ended June 30, 2026, 2025 and 2024
F-6
2026
2025
2024
(In thousands)
Net income (loss)
(A)
$
2,512
$
(91,087)
$
(18,515)
Other comprehensive income (loss), net of taxes:
Movement in foreign currency translation reserve
(A)
20,037
2,412
6,209
Movement in foreign currency translation reserve related to equity-accounted
investments (Note 15)
-
-
489
Release of foreign currency translation reserve related to disposal/ impairment
of
equity-accounted investments (Note 9 and Note 15)
550
-
1,543
Release of foreign currency translation reserve related to disposal/ liquidation
of
subsidiaries (Note 15)
(520)
6
(952)
Total other comprehensive
income, net of taxes
20,067
2,418
7,289
Comprehensive income (loss)
22,579
(88,669)
(11,226)
(Less) Add comprehensive (income) loss attributable to
non-controlling interest
(518)
313
-
Comprehensive income (loss) attributable to Lesaka
$
22,061
$
(88,356)
$
(11,226)
(A) Revised to correct the errors discussed in Note 1.
See accompanying notes to consolidated financial statements
LESAKA TECHNOLOGIES, INC.
Consolidated Statements of Changes in Equity for the year ended June 30, 2024 (dollar amounts in thousands)
F-7
Lesaka Technologies, Inc. Shareholders
Number of
Shares
Amount
Number of
Treasury
Shares
Treasury
Shares
Number of
shares, net of
treasury
Additional
Paid-In
Capital
Retained
Earnings
Accumulated
other
comprehensive
loss
Total
Lesaka
Equity
Non-
controlling
Interest
Total
Redeemable
common
stock
Balance – July 1,
2023
(A)
63,640,246
$
64
-
$
-
63,640,246
$
47,477
$
325,981
$
(195,516)
$
178,006
$
-
$
178,006
$
79,429
Treasury shares repurchased
(A)
(319,522)
-
-
-
(319,522)
(1,495)
(1,495)
(1,495)
Shares issued (Note 17)
194,454
-
194,454
-
-
-
Restricted stock granted
1,002,241
1,002,241
-
-
-
Exercise of stock options
54,287
54,287
165
165
165
Stock-based compensation charge (Note
17)
8,045
8,045
8,045
Reversal of stock-based compensation
charge (Note 17)
(299,463)
(299,463)
(134)
(134)
(134)
Stock-based compensation charge
related to equity-accounted investment
(Note 9)
(133)
(133)
(133)
Net loss
(A)
(18,515)
(18,515)
-
(18,515)
Other comprehensive income (Note
15)
(A)
7,289
7,289
-
7,289
Balance – June 30, 2024
(A)
64,272,243
$
64
-
$
-
64,272,243
$
53,925
$
307,466
$
(188,227)
$
173,228
$
-
$
173,228
$
79,429
(A) Revised to correct the errors discussed in Note 1.
LESAKA TECHNOLOGIES, INC.
Consolidated Statements of Changes in Equity for the year ended June 30, 2025 (dollar amounts in thousands)
F-8
Lesaka Technologies, Inc. Shareholders
Number of
Shares
Amount
Number of
Treasury
Shares
Treasury
Shares
Number of
shares, net of
treasury
Additional
Paid-In
Capital
Retained
Earnings
Accumulated
other
comprehensive
loss
Total
Lesaka
Equity
Non-
controlling
Interest
Total
Redeemable
common
stock
Balance – July 1,
2024
(A)
64,272,243
$
64
-
$
-
64,272,243
$
53,925
$
307,466
$
(188,227)
$
173,228
$
-
$
173,228
$
79,429
Treasury shares repurchased
(A)
(371,187)
-
(5,091,410)
(11,929)
(5,462,597)
(1,731)
(13,660)
(13,660)
Shares issued (Note 14) (Note 17)
19,960,181
19
19,960,181
73,237
73,256
73,256
9,528
Gain recognized related to issue of
shares included in treasury shares (Note
3)
-
-
1,092,361
4,870
1,092,361
408
5,278
5,278
Restricted stock granted
1,499,610
1,499,610
-
-
-
Exercise of stock options
38,011
1
38,011
116
117
117
Stock-based compensation charge (Note
17)
9,639
9,639
9,639
Reversal of stock-based compensation
charge (Note 17)
(150,712)
(150,712)
(89)
(89)
(89)
Adumo non-controlling interest
acquired (Note 3)
-
-
7,586
7,586
Net loss
(A)
(90,957)
(90,957)
(130)
(91,087)
Dividends paid to non-controlling
interests
-
(432)
(432)
Other comprehensive income (loss)
(Note 15)
(A)
2,601
2,601
(183)
2,418
Balance – June 30, 2025
(A)
85,248,146
$
84
(3,999,049)
$
(7,059)
81,249,097
$
135,505
$
216,509
$
(185,626)
$
159,413
$
6,841
$
166,254
$
88,957
(A) Revised to correct the errors discussed in Note 1.
LESAKA TECHNOLOGIES, INC.
Consolidated Statements of Changes in Equity for the year ended June 30, 2026 (dollar amounts in thousands)
F
-9
Lesaka Technologies, Inc. Shareholders
Number of
Shares
Amount
Number of
Treasury
Shares
Treasury
Shares
Number of
shares, net of
treasury
Additional
Paid-In
Capital
Retained
Earnings
Accumulated
other
comprehensive
loss
Total
Lesaka
Equity
Non-
controlling
Interest
Total
Redeemable
common
stock
Balance – July 1,
2025
(A)
85,248,146
$
84
(3,999,049)
$
(7,059)
81,249,097
$
135,505
$
216,509
$
(185,626)
$
159,413
$
6,841
$
166,254
$
88,957
Treasury shares repurchased
(84,758)
-
-
-
(84,758)
(339)
(339)
(339)
Gain recognized related to issue of
shares included in treasury shares (Note
3)
1,757,344
8,036
1,757,344
(51)
7,985
-
7,985
Restricted stock granted
1,081,595
1,081,595
-
-
-
Exercise of stock options
21,196
-
21,196
63
63
63
Stock-based compensation charge (Note
17)
7,271
7,271
7,271
Reversal of stock-based compensation
charge (Note 17)
(410,913)
(410,913)
(302)
(302)
(302)
Deconsolidation of Humble (Note 14)
(306,767)
(1,211)
(306,767)
-
(1,211)
(43)
(1,254)
Transfer from redeemable common
stock to additional paid-in-capital (Note
14)
9,985
9,985
-
9,985
(9,985)
Lesaka Hospitality non-controlling
interest acquired (Note 14)
-
422
422
(7,312)
(6,890)
Net income (loss)
2,758
2,758
(246)
2,512
Dividends paid to non-controlling
interests
-
-
-
Other comprehensive income (Note 15)
19,307
19,307
760
20,067
Balance – June 30, 2026
85,855,266
$
84
(2,548,472)
$
(234)
83,306,794
$
152,554
$
219,267
$
(166,319)
$
205,352
$
-
$
205,352
$
78,972
(A) Revised to correct the errors discussed in Note 1.
See accompanying notes to consolidated financial statements.
LESAKA TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT
S
OF CASHFLOWS
for the years ended June 30, 2026, 2025 and 2024
F
-10
2026
2025
2024
(In thousands)
Cash flows from operating activities
Net income (loss)
(A)
$
2,512
$
(91,087)
$
(18,515)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating
activities:
Depreciation and amortization
47,346
33,721
23,665
Impairment loss (Note 10)
4,035
18,863
-
Movement in allowance for credit losses
12,796
8,011
5,158
Fair value adjustment related to financial liabilities
(238)
(120)
(853)
Change in fair value of equity securities (Note 6 and 9)
(2,593)
59,828
-
Other income
(3,883)
-
-
Loss on disposal of equity securities (Note 3)
730
-
-
Loss on impairment/ disposal of equity-accounted investment (Note 9)
584
161
-
Gain on deconsolidation of subsidiary
(848)
-
-
(Profit) Loss on disposal of property, plant and equipment
(316)
13
(305)
Stock-based compensation charge (Note 17)
6,969
9,550
7,911
(Earnings) Loss from equity-accounted investments (Note 9)
(215)
(114)
1,279
Reversal of allowance for doubtful loans receivable
(1,500)
-
(250)
Dividends received from equity-accounted investments
105
96
95
Interest payable
20
4,723
1,119
Facility fee amortized (Note 12)
413
429
443
Increase (Decrease) in income taxes payable
402
485
(400)
Deferred tax benefit
(A)
(9,451)
(21,739)
(2,712)
Changes in net working capital
Decrease (Increase) in accounts receivable (Note 20)
3,500
1,081
(10,873)
Increase in finance loans receivable (Note 20)
(34,421)
(34,614)
(10,029)
Decrease in inventory
6,704
169
9,840
Increase (Decrease) in accounts payable and other payables
(A)
19,793
(12,164)
23,216
Deferred consideration included in other payables (Note 3 and Note 13)
-
13,586
-
Net cash provided by (used in) operating activities
52,444
(9,122)
28,789
Cash flows from investing activities
Capital expenditures
(20,646)
(17,199)
(12,665)
Proceeds from disposal of property, plant and equipment
1,849
1,938
1,565
Acquisition of intangible assets
(4,403)
(3,900)
(294)
Acquisitions, net of cash acquired (Note 3)
(11,117)
(12,946)
(1,583)
Proceeds from disposal of equity securities (Note 6 and 9)
2,971
16,441
-
Investment in equity securities
(450)
-
-
Cash disposed on disposal of subsidiary
(165)
-
-
Proceeds from disposal of equity-accounted investment (Note 9)
-
-
3,508
Repayment of loans by equity-accounted investments
-
-
250
Acquisition of insurance entity investments
(4,598)
-
-
Net change in settlement assets
10,822
4,324
(7,196)
Net cash used in investing activities
(25,737)
(11,342)
(16,415)
Cash flows from financing activities
Proceeds from bank overdraft (Note 12)
123,712
98,616
182,990
Repayment of bank overdraft (Note 12)
(129,417)
(90,309)
(199,642)
Long-term borrowings utilized (Note 12)
6,949
190,061
23,728
Repayment of long-term borrowings (Note 12)
(13,741)
(149,511)
(20,073)
Non-refundable deal origination fees/ guarantee fees (Note 12)
(285)
(970)
-
Repurchase of shares of common stock and treasury stock (Note 14)
(339)
(13,660)
(1,495)
Proceeds from exercise of stock options
63
116
165
Acquisition of non-controlling interests (Note 14)
(3,538)
-
-
Dividends paid to non-controlling interest
-
(432)
-
Net change in settlement obligations
(10,390)
(4,179)
7,214
Net cash (used in) provided by financing activities
(26,986)
29,732
(7,113)
Effect of exchange rate changes on cash
5,178
1,453
2,025
Net increase in cash, cash equivalents and restricted cash
4,899
10,721
7,286
Cash, cash equivalents and restricted cash – beginning of period
76,639
65,918
58,632
Cash, cash equivalents and restricted cash – end of period (Note 20)
$
81,538
$
76,639
$
65,918
(A) Revised to correct the errors discussed in Note 1.
See accompanying notes to consolidated financial statements
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-11
1.
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Description of Business
Lesaka Technologies, Inc. (“Lesaka” and collectively
with its consolidated subsidiaries, the “Company”), formerly named Net 1
UEPS
Technologies,
Inc.,
was incorporated
in
the
State
of
Florida
on
May
8,
1997.
The Company
provides
financial
technology
solutions to underserviced
consumers, merchants and
enterprises, improving the
way they manage
their daily financial
activities and
increasing
financial
inclusion
in
the
markets
in
which
we
operate.
In
plain
terms,
the
Company
helps
its
customers
pay,
receive,
borrow, insure and grow
: the Company enables them to make
and accept payments, receive income such as wages
and welfare grants,
access credit, protect their families and assets through insurance, and grow their businesses and financial
lives. The Company delivers
these
capabilities
through
three
business
divisions:
Merchant,
which
provides
payment
acceptance,
software,
cash
management,
lending and alternative digital product
solutions to merchants across our two
channels; Community and Corporate. Consumer,
which
provides banking,
lending and
insurance solutions
to consumers,
principally recipients
of social welfare
grants in
South Africa;
and
Enterprise, which provides payment processing, prepaid solutions and
bill payment infrastructure connecting enterprises to consumers
and businesses.
Basis of presentation
The accompanying
consolidated financial
statements include
subsidiaries over
which Lesaka
exercises control
and have
been
prepared in accordance with accounting principles generally accepted
in the United States of America (“GAAP”).
Implications of reverse acquisition concluded in June 2004
On June 7, 2004,
Lesaka and the former
shareholders of Net 1 Applied
Technology
Holdings Limited (“Aplitec”) implemented
a transaction
under which
the former
shareholders
of Aplitec
obtained
a majority
voting interest
in Lesaka.
Aplitec was
a holding
company established and
existing under the
laws of Republic
of South Africa
and was liquidated
and deregistered following
the closing
of the transaction.
GAAP requires that
the company whose
shareholders retain
a majority interest
in a combined
business be treated
as the acquirer for accounting purposes. Consequently, this transaction was accounted for as a reverse acquisition. For
the period from
June 7, 2004,
the financial information
reported for the
Company represents the
consolidated results of
Lesaka and Aplitec
with Lesaka
as the acquired entity.
Although Aplitec is
deemed to be
the acquiring company
for financial and
reporting purposes, the
legal status of the
Lesaka as
the surviving corporation did not change.
Revision of Previously Issued Financial Statements
Understatement of cost and accumulated depreciation
for computer equipment
In October 2025, the Company
identified that it had understated
its June 30, 2025, amounts
of cost and accumulated depreciation
for
computer
equipment
as
well
as
the
totals
for
cost
and
accumulated
depreciation
by
$
6.5
million
in
the
notes
to
the
audited
consolidated financial
statements for
the years
ended June
30, 2025
and 2024.
The carrying
value of
property,
plant and
equipment
reported as of
June 30, 2025,
was not impacted
by the error. The
Company has recast
the amounts of
cost and accumulated
depreciation
for
computer
equipment
as
well
as
the
totals
for
cost
and
accumulated
depreciation
by
$
6.5
million
in
the
Property,
Plant
and
Equipment,
net note, refer to Note 7.
The Company assessed the materiality of this error and change in presentation on prior period consolidated
financial statements
in accordance with SEC Staff Accounting Bulletin (“SAB”) No. 99 “Materiality” and SAB No. 108, “Considering the Effects of Prior
Year
Misstatements
when
Quantifying
Misstatements
in
the
Current
Year
Financial
Statements.”
Based
on
this
assessment,
the
Company has concluded
that previously issued
financial statements were
not materially misstated
based upon overall
considerations
of both quantitative and qualitative factors.
Understatement of cost of goods sold, IT processing,
servicing and support due to incorrect claim of indirect
taxes
Subsequent to the issuance
of the Company’s
Quarterly Report on Form
10-Q for the three
months ended September
30, 2025,
it
determined
that
its
certain
indirect
taxes
had
not
been
accounted
for
correctly
in
its
consolidated
balance
sheet,
consolidated
statements of
operations,
consolidated
statement of
comprehensive
loss, consolidated
statement of
changes in
equity,
consolidated
statement of cash flows and
related notes to the
consolidated financial statements included in
previously filed Annual Reports on
Form
10-K and Quarterly Reports on Form 10-Q since June 30, 2022, and these filings were incorrect. In these previous filings, the amount
of
certain
indirect
taxes
were
incorrectly
claimed
in
monthly
indirect
tax
submission
to
the
taxing
authority
and
were
incorrectly
excluded
from
the Company’s
reported
cost of
goods
sold, IT
processing,
servicing
and support
in the
consolidated
statements of
operations
and
other
payables
and
retained
earnings
in
the
consolidated
balance
sheet.
The
corrected
presentation
in
the
revised
consolidated
financial
statements
includes
certain
indirect
taxes
in
cost
of
goods
sold,
IT processing,
servicing
and
support
in
the
c
onsolidated statements of operations and other payables and retained
earnings in the consolidated balance sheet.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-12
1.
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
(continued)
Revision of Previously Issued Financial Statements (continued)
Understatement of cost
of goods sold,
IT processing, servicing and
support due to
incorrect claim of indirect taxes
(continued)
The Company has
also determined that
it may also
be liable for
penalties and interest
related to the
indirect taxes not
paid in a
timely manner and has recorded the penalties in the selling,
general and administration expense and the interest in interest expense
in
the revised consolidated statements of operations. The cumulative sum of the penalties and interest are included in other payables and
retained earnings in the revised consolidated balance sheet.
The Company has determined
that at this time
it is more likely
than not that it
will be unable to
claim an income tax
deduction
related to the error, however,
it is performing further analysis of
its tax position with its external tax advisors.
Therefore, there are no
income tax adjustments reflected in these consolidated financial statements related
to the correction of this error.
The Company has
revised the previous
presentations on the
consolidated statements of
operations for the
years ended June 30,
2025 and
2024, and
corrected them
in this
filing. The
Company has
also included
the impact
of the
correction for
the three
months
ended September 30, 2025, in the consolidated statements of operations for the year June 30, 2026, included in this filing. The impact
of these revisions has increased
cost of goods sold,
IT processing, servicing and
support,
selling, general and administration
expense
and interest expense, and all subtotals from operating income to net income (loss)
attributable to Lesaka for the affected periods.
The Company has revised the consolidated balance sheet as of June 30, 2025, and corrected it in this filing where these amounts
are presented as comparative prior period amounts in other payables
and retained earnings and affected subtotals and totals.
Specifically, for the year ended
June 30, 2026,
Cost of goods
sold, IT processing,
servicing and support
increased by $
0.2
million,
Selling, general and administration expense increased by $
0.06
million, Operating income decreased by $
0.2
million, Interest expense
increased by $
0.1
million, and Net
income attributable
to Lesaka decreased
by $
0.4
million, as a
result of the
correction to amounts
reported for the three months ended September 30, 2025. Basic and Diluted earnings per share for the year ended June 30, 2026, were
not impacted by the correction to amounts reported for the three months
ended September 30, 2025.
Correction of deferred tax
asset included in deferred income taxes due
to correction of intercompany
transactions
While
preparing
its
Annual
Report
on
Form
10-K
for
the
year
ended
June
30,
2026,
the
Company
determined
that
certain
intercompany transactions processed in previous periods were incorrectly recorded which resulted in the incorrect amount of deferred
income
taxes
recorded
in
its
consolidated
balance
sheet,
consolidated
statements
of
operations,
consolidated
statements
of
comprehensive
loss,
consolidated
statements
of
changes
in
equity,
consolidated
statements
of
cash
flows
and
related
notes
to
the
consolidated financial
statements included
in its Annual
Reports on Form
10-K and Quarterly
Reports on Form
10-Q since June
30,
2025, and these
filings were incorrect.
The deferred tax
assets, net included
in the Company’s
consolidated balance sheet
as of June
30, 2025, and
subsequently presented balance
sheets, were overstated
by $
2.2
million and retained
earnings were overstated
by $
2.2
million. Income tax benefit
for the year ended
June 30, 2025, included
in the consolidated statement
of operations was overstated
by
$
2.2
million. The
corrected presentation
in the
revised consolidated
financial statements
includes adjustments
for deferred
taxes in
income tax
benefit in the
consolidated statements
of operations
and deferred
income taxes and
retained earnings
in the consolidated
balance sheet.
The Company
has revised
the previous presentations
on the consolidated
statements of
operations for
the year
ended June
30,
2025,
and
corrected
them
in
this filing.
The
impact
of
these
revisions
has
decreased
income
taxes
benefit,
and
all
subtotals
from
operating
income
to
net
income
(loss)
attributable
to
Lesaka
for
the
affected
periods.
The
Company
has
revised
the
consolidated
balance sheet as
of June 30,
2025, and corrected it
in this filing
where these amounts
are presented as
comparative prior period amounts
in deferred tax assets, net and retained earnings and affected
subtotals and totals.
The Company assessed
the materiality of
these errors and
change in
presentation on prior
period consolidated financial
statements
in
accordance
with
SAB
No.
99“Materiality”
and
SAB
No.
108,
“Considering
the
Effects
of
Prior
Year
Misstatements
when
Quantifying
Misstatements in
the Current
Year
Financial Statements.”
Based on
this assessment,
the Company
has concluded
that
previously
issued
financial
statements
were
not
materially
misstated
based
upon
overall
considerations
of
both
quantitative
and
qualitative factors.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-13
1.
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
(continued)
Revision of Previously Issued Financial Statements (continued)
The
tables
below
present
the
impact
of
the
revisions
to
specific
captions
to
the
Company’s
consolidated
balance
sheet
and
consolidated statements of operations for the periods identified.
Consolidated balance sheet
June 30, 2025
As reported
Correction
As revised
Deferred tax assets, net
$
12,554
$
(2,216)
$
10,338
Other payables
72,079
3,956
76,035
Accumulated other comprehensive loss
(185,664)
38
(185,626)
(2,216)
Retained earnings
$
222,719
$
(3,994)
$
216,509
Consolidated statement of operations
Year
ended June 30, 2025
As reported
Correction
As revised
(in thousands, except per share data)
Cost of goods sold, IT processing, servicing and support
$
486,546
$
640
$
487,186
Selling, general and administration, exclusive of depreciation and amortization
(A)
131,512
226
131,738
Interest expense
21,453
371
21,824
Income tax expense (benefit)
$
(18,198)
$
2,216
$
(15,982)
Basic earnings (loss) per share attributable to Lesaka shareholders
$
(1.14)
$
(0.05)
$
(1.19)
Diluted earnings (loss) per share attributable to Lesaka shareholders
$
(1.14)
$
(0.05)
$
(1.19)
(A) As
reported for
selling, general
and administration,
exclusive of
depreciation and
amortization
includes the
movement in
allowance for credit losses of $
8,011
, which is now presented separately on the consolidated statement of operations.
Consolidated statement of operations
Year
ended June 30, 2024
As reported
Correction
As revised
(in thousands, except per share data)
Cost of goods sold, IT processing, servicing and support
$
442,673
$
620
$
443,293
Selling, general and administration, exclusive of depreciation and amortization
(A)
91,969
216
92,185
Interest expense
18,932
239
19,171
Basic earnings (loss) per share attributable to Lesaka shareholders
$
(0.27)
$
(0.02)
$
(0.29)
Diluted earnings (loss) per share attributable to Lesaka shareholders
$
(0.27)
$
(0.02)
$
(0.29)
(A)
As reported
for
selling,
general
and
administration,
exclusive
of
depreciation
and
amortization
includes
the
movement
in
allowance for credit losses of $
5,158
, which is now presented separately on the consolidated statement of operations.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-14
1.
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
(continued)
Revision of Previously Issued Financial Statements (continued)
Correction of number of shares and amounts used for common stock and treasury
shares and amounts for additional paid-in
capital
Subsequent to
the issuance
of the
Company’s
Quarterly Report
on Form
10-Q for
the three
months ended
March 31,
2026, it
determined that the presentation
of the number of
shares and amounts used
for common stock and
treasury shares and the
amount of
additional paid-in
capital in
its consolidated
balance sheets
and consolidated
statement of changes
in equity
and related notes
to the
consolidated financial
statements included
in previously
filed Annual
Reports on
Form 10-K
and Quarterly
Reports on
Form 10-Q
since June 30,
2006, were
incorrect. In these
previous filings, shares
of Lesaka’s common stock
repurchased by
Lesaka were
incorrectly
presented
as
treasury
shares.
Under
the
Florida
Business
Corporation
Act,
shares
acquired
directly
by
the
issuing
corporation
are
restored by operation
of Florida law
to the status
of authorized but
unissued shares.
However, shares
repurchased by a
company are
presented
as
treasury
shares
if
(i)
there
is
a
provision
in
a
corporation’s
articles
of
incorporation
designating
the
repurchase
of
a
corporation’s shares as treasury shares,
or (ii) in
the case of
a corporation whose
shares are registered
on a national
securities exchange,
the
repurchased
shares
that
have
been
designated
as
treasury
shares
in
the
corporation’s
bylaws
or
in
resolutions
of
its
board
of
directors. Shares repurchased by Lesaka were not designated as treasury shares under (i) or
(ii) as described in the preceding sentence.
Guidance
under
U.S.
GAAP
requires
that
the
repurchase
of
shares
by
a
company
should
conform
with
applicable
law
and
therefore the repurchase of shares of its common stock by Lesaka should have reduced
the number of common stock and amount and
the amount of additional paid-in capital
presented. The corrected presentation in the
revised consolidated financial statements includes
the repurchases
of common
stock by
Lesaka as
a reduction
of the
number of
shares of
common stock
and amount
and reduces
the
amount of
additional paid-in
capital.
Total
Lesaka equity
and the
number of
issued and
outstanding
shares are
not affected
by this
revision.
Acquisition of shares of
Lesaka’s common
stock by its subsidiaries
are
not affected by
the aforementioned rules
and these
shares will continue to be presented as treasury shares in these consolidated financial
statements.
The Company assessed the materiality of this error and change in presentation on prior period consolidated
financial statements
in
accordance
with
SAB
No.
99“Materiality”
and
SAB
No.
108,
“Considering
the
Effects
of
Prior
Year
Misstatements
when
Quantifying
Misstatements in
the Current
Year
Financial Statements.”
Based on
this assessment,
the Company
has concluded
that
previously
issued
financial
statements
were
not
materially
misstated
based
upon
overall
considerations
of
both
quantitative
and
qualitative factors.
The Company has revised the previous
presentations on the consolidated balance
sheet as of June 30, 2025, and corrected
them
in this filing.
The Company has also
included the impact
of the correction
for the years ended
June 30, 2025 and
2024, respectively,
in the consolidated
statement of changes
in equity for the
years ended June 30,
2025 and 2024,
included in this filing.
The impact of
these revisions has decreased the amount for common stock, treasury shares,
at cost, and additional paid-in capital on the
consolidated
balance sheet as
of June 30,
2025. The impact
of these revisions
has decreased the
number of shares
and amount for
common stock,
decreased
the
number
of
shares
and
amount
of
treasury
shares,
and
decreased
the
amount
of
additional
paid-in
capital
on
the
consolidated statement of changes in equity for the years ended June 30, 2025
and 2024, respectively.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-15
1.
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
(continued)
Revision of Previously Issued Financial Statements (continued)
Correction of number of shares and amounts used for common stock and treasury
shares and amounts for additional paid-in
capital (continued)
The table below presents
the impact of the revisions to specific captions to the Company’s consolidated balance sheet as of June
30, 2025.
Consolidated balance sheet
June 30, 2025
As reported
Correction
As revised
Common stock
$
103
$
(19)
$
84
Treasury shares, cost
(298,523)
291,464
(7,059)
Additional paid-in capital
$
426,950
$
(291,445)
$
135,505
The table below presents the impact of the revisions to specific captions to the Company’s
consolidated statement of changes in
equity for the periods identified.
Consolidated statement of changes in equity
Year
ended June 30, 2025
As reported
Correction
As revised
(in thousands, except per share data)
Common stock:
Balance - July 1, 2024:
Number of shares
89,836,051
(25,563,808)
64,272,243
Amount
$
83
$
(19)
$
64
Treasury shares repurchased
Number of shares
-
(371,187)
(371,187)
Balance - June 30, 2025:
Number of shares
111,183,141
(25,934,995)
85,248,146
Amount
$
103
$
(19)
$
84
Treasury shares:
Balance - July 1, 2024:
Number of shares
(25,563,808)
25,563,808
-
Amount
$
(289,733)
$
289,733
$
-
Treasury shares repurchased
Number of shares
(5,462,597)
371,187
(5,091,410)
Amount
$
(13,660)
$
1,731
$
(11,929)
Balance - June 30, 2025:
Number of shares
(29,934,044)
25,934,995
(3,999,049)
Amount
$
(298,523)
$
291,464
$
(7,059)
Additional paid-in capital:
Balance - July 1, 2024:
$
343,639
$
(289,714)
$
53,925
Treasury shares repurchased
$
-
$
(1,731)
$
(1,731)
Balance - June 30, 2025:
$
426,950
$
(291,445)
$
135,505
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-16
1.
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
(continued)
Revision of Previously Issued Financial Statements (continued)
Correction of number of shares and amounts used for common stock and treasury
shares and amounts for additional paid-in
capital (continued)
The table below presents the impact of the revisions to specific captions to the Company’s
consolidated statement of changes in
equity for the periods identified.
Consolidated statement of changes in equity
Year
ended June 30, 2024
As reported
Correction
As revised
(in thousands, except per share data)
Common stock:
Balance - July 1, 2023:
Number of shares
88,884,532
(25,244,286)
63,640,246
Amount
$
83
$
(19)
$
64
Treasury shares repurchased
Number of shares
-
(319,522)
(319,522)
Balance - June 30, 2024:
Number of shares
89,836,051
(25,563,808)
64,272,243
Amount
$
83
$
(19)
$
64
Treasury shares:
Balance - July 1, 2023:
Number of shares
(25,244,286)
25,244,286
-
Amount
$
(288,238)
$
288,238
$
-
Treasury shares repurchased
Number of shares
(319,522)
319,522
-
Amount
$
(1,495)
$
1,495
$
-
Balance - June 30, 2024:
Number of shares
(25,563,808)
25,563,808
-
Amount
$
(289,733)
$
289,733
$
-
Additional paid-in capital:
Balance - July 1, 2023:
$
335,696
$
(288,219)
$
47,477
Treasury shares repurchased
$
-
$
(1,495)
$
(1,495)
Balance - June 30, 2024:
$
343,639
$
(289,714)
$
53,925
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-17
2.
SIGNIFICANT ACCOUNTING POLICIES
Principles of consolidation
The financial statements of
entities which are controlled
by Lesaka, referred to as
subsidiaries, are consolidated. Inter-company
accounts and transactions are eliminated upon consolidation.
The Company, if it is the primary beneficiary,
consolidates entities which are considered to be variable interest entities (“VIE”).
The primary beneficiary is considered
to be the entity that will absorb a
majority of the entity's expected losses,
receive a majority of
the entity's expected residual
returns, or both. The
Company has an obligation
to absorb the financial
losses of the Lesaka
Employee
Share Trust (“Lesaka ESOP Trust”)
and also has the ability to control this trust and therefore it has been consolidated. This trust does
not generate significant losses or residual returns.
Business combinations
The
Company
accounts
for
its
business
acquisitions
under
the
acquisition
method
of
accounting.
The
total
value
of
the
consideration paid
for acquisitions is
allocated to
the underlying
net assets acquired,
based on their
respective estimated fair
values.
The Company uses a number
of valuation methods to determine
the fair value of assets and
liabilities acquired, including discounted
cash
flows,
external
market
values,
valuations
on
recent
transactions
or
a
combination
thereof,
and
believes
that
it
uses
the
most
appropriate
measure
or
a
combination
of
measures
to
value
each
asset
or
liability.
The Company
recognizes
measurement-period
adjustments in the reporting period in which the adjustment amounts are determined.
Use of estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions
that
affect
the
reported
amounts
of
assets
and
liabilities
and
disclosure
of
contingent
assets
and
liabilities
at
the
date
of
the
financial
statements
and
the reported
amounts
of revenues
and
expenses during
the reporting
period.
Actual results
could
differ
from
those
estimates.
Translation of foreign
currencies
The primary
functional currency
of the
consolidated entities
is the
South African
Rand (“ZAR”)
and the
Company’s
reporting
currency is the U.S. dollar.
Assets and liabilities are translated
at the exchange rates in effect
at the balance sheet date. Revenues
and
expenses are translated at average
rates for the period. Translation
gains and losses are reported in
accumulated other comprehensive
income in total
equity.
The Company releases the
foreign currency translation
reserve included in accumulated
other comprehensive
income attributable
to a foreign
entity upon sale
or complete, or
substantially complete,
liquidation of the
investment in that
foreign
entity and includes the release in the gain or loss reported related to the sale or
liquidation of the foreign entity.
Foreign exchange transactions are translated at the spot rate ruling at the date of the transaction. Monetary items are translated at
the closing
spot rate
at the
balance sheet
date. Transactional
gains and
losses are
recognized
in selling,
general and
administration
expense on the Company’s consolidated
statement of operations for the period.
Cash, cash equivalents and restricted cash
Cash and cash equivalents
include cash on hand and funds
deposited in bank accounts with
financial institutions that are liquid,
unrestricted and
readily available.
Restricted cash
represents cash
which is
legally or
contractually restricted
as to
use and
includes
cash related to cash withdrawn from the Company’s debt facilities to fund ATMs
as well cash in certain bank accounts that have been
ceded to under certain of the Company’s
borrowings.
Allowance for credit losses
The Company uses historical default experience over
the lifetime of loans in
order to develop an expected loss
rate for its lending
books. The
allowance for
credit losses related
to Consumer
finance loans
receivables is
calculated by
multiplying the
expected loss
rate with
the month-end
outstanding lending
book. The
allowance for
credit losses
related to
Merchant finance
loans receivables
is
calculated
by adding
together actual
receivables in
default plus
multiplying
the
expected loss
rate with
the month-end
outstanding
lending book. The Company
writes off microlending
finance loans receivable and
related service fees and interest
if a borrower is
in
arrears with
repayments for
more than
three months
or is
deceased. The
Company writes
off merchant
and working
capital finance
receivables and related
fees when it is
evident that reasonable
recovery procedures,
including where deemed
necessary, formal
legal
a
ction, have failed.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-18
2.
SIGNIFICANT ACCOUNTING POLICIES (continued)
Allowance for credit losses (continued)
For
accounts
receivables,
the
Company
uses
a
lifetime
loss
rate
by
expressing
write-off
experience
as
a
percentage
of
corresponding invoice amounts (as
opposed to outstanding balances).
The allowance for credit losses related
to these receivables has
been calculated by multiplying the lifetime loss rate with recent invoice/origination amounts. Non-recoverability
is assessed based on
a quarterly
review by
management of
the ageing
of outstanding
amounts, the
location
and the
payment
history
of the
customer
in
relation to those specific amounts.
Inventory
Inventory
is valued
at the
lower of
cost and
net realizable
value. Cost
is determined
on a
first-in,
first-out basis
and includes
transport and handling costs.
Property, plant
and equipment
Property,
plant and
equipment are
shown at
cost less accumulated
depreciation. Property,
plant and
equipment are
depreciated
on the straight-line basis at rates which
are estimated to amortize the assets to
their anticipated residual values over their useful
lives.
Within the following asset classifications,
the expected economic useful lives are approximately:
Vaults
10
years
Computer equipment
3
to
9
years
Office equipment
2
to
10
years
Vehicles
3
to
8
years
Furniture and fittings
3
to
15
years
The gain or loss arising
on the disposal or retirement
of an asset is determined
as the difference between
the sales proceeds and
the carrying amount of the asset and is recognized in income.
Leases
The Company determines whether an arrangement is a lease at inception.
Operating leases are included in operating lease right-
of-use assets (“ROU”),
operating lease liability
- current, and
operating lease liability
– long term
in its consolidated
balance sheets.
The Company
does not
have any
significant finance
leases as
of June
30, 2026
and 2025,
respectively,
but its
policy is
to include
finance leases in property and equipment, other payables, and other
long-term liabilities in its consolidated balance sheets.
A ROU asset
represents the
Company’s
right to use
an underlying
asset for the
lease term and
the lease liabilities
represent its
obligation to
make lease
payments arising
from the
lease arrangement.
Operating lease
ROU assets
and liabilities
are recognized
at
commencement date based on
the present value of
lease payments over the
lease term. As
most of the
Company’s leases do not provide
an implicit rate,
the Company generally
uses its incremental
borrowing rate
based on
the estimated rate
of interest for
collateralized
borrowing over
a similar term
of the lease
payments at commencement
date. The operating
lease ROU asset
also includes any
lease
prepayments made
and excludes lease
incentives. The terms
of the Company’s
lease arrangements may
include options to
extend or
terminate
the
lease
when
it is
reasonably
certain
that
the Company
will exercise
that
option.
Lease
expense
for
lease payments
is
recognized on a straight-line basis over the lease term.
The Company does not recognize right-of-use assets and lease liabilities for lease arrangements with a term of twelve months or
less. The Company
accounts for all
components in a
lease arrangement as
a single combined
lease component. Costs
incurred in the
adaptation of leased properties to
serve the requirements of
the Company (leasehold improvements) are
capitalized and amortized over
the shorter of the estimated useful life of the asset and the remaining term of
the lease.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-19
2.
SIGNIFICANT ACCOUNTING POLICIES (continued)
Equity-accounted investments
The Company uses the equity
method to account for
investments in companies when
it has significant influence but
not control
over
the operations
of the
company.
Under the
equity method,
the Company
initially records
the investment
at cost
and
thereafter
adjusts the carrying value of the investment to recognize its proportional share of the equity-accounted company’s net income or loss.
In addition, when an investment qualifies for the equity
method (as a result of an increase in the level of ownership
interest or degree
of influence),
the cost
of acquiring
the additional
interest in
the investee
is added
to the
current basis
of the
Company’s
previously
held interest and the equity method would be
applied subsequently from the date on which
the Company obtains the ability to exercise
significant influence over the investee.
The Company
releases a
pro rata
portion of
the foreign
currency translation
reserve related
to an
equity-accounted investment
that is
included
in accumulated
other comprehensive
income to
earnings upon
the sale
of a
portion of
its ownership
interest in
the
equity-accounted
investment.
The
release
of
the
pro
rata
portion
of
the
foreign
currency
translation
reserve
is
included
in
the
measurement of
the gain
or loss
on sale
of a
portion of
the Company’s
ownership interest
in the
equity-accounted investment.
The
Company does not recognize cumulative losses in excess of its investment or loans in
an equity-accounted investment except if it has
an obligation to provide additional financial support.
Dividends received from an equity-accounted investment reduce the carrying value
of the Company’s investment. The Company
has elected to classify distributions received from equity method investees using the nature of the distribution approach.
This election
requires the Company to evaluate
each distribution received on the
basis of the source of the
payment and classify the distribution
as
either
operating
cash
inflows
or
investing
cash
inflows.
The
Company
reviews
its
equity-accounted
investments
for
impairment
whenever events or circumstances indicate that the carrying amount of
the investment may not be recoverable.
Goodwill
Goodwill
represents
the
excess
of
the
purchase
price
of
an
acquired
enterprise
over
the
fair
values
of
the
identifiable
assets
acquired and liabilities assumed based
upon their estimated fair
value at the date
of purchase. The Company
reviews the carrying value
of goodwill annually or more frequently if circumstances indicate impairment
has occurred.
Circumstances that
could trigger
an impairment test
include but are
not limited to:
a significant adverse
change in the
business
climate or legal
factors; an adverse
action or assessment
by a regulator;
unanticipated competition; loss
of key personnel;
the likelihood
that a reporting unit or
significant portion of a reporting
unit will be sold
or otherwise disposed; and results
of testing for recoverability
of a significant asset group within a reporting unit. If goodwill is allocated to a reporting unit
and the carrying amount of the reporting
unit exceeds
the fair value
of that reporting
unit, an impairment
loss is recorded
in the statement
of operations.
Measurement of
the
fair value of a reporting unit is based on present value techniques of estimated
future cash flows.
Intangible assets
Intangible assets are shown at
cost less accumulated amortization. Intangible assets
are amortized over the following
useful lives:
Customer relationships
1
to
15
years
Software, integrated platform and unpatented technology
3
to
10
years
FTS patent
10
years
Exclusive licenses
7
years
Brands and trademarks
0.5
to
20
years
Intangible assets
are periodically
evaluated for
recoverability,
and those
evaluations take
into account
events or
circumstances
that warrant revised estimates of useful lives or that indicate that impairment
exists.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-20
2.
SIGNIFICANT ACCOUNTING POLICIES (continued)
Debt and equity securities
Debt securities
The Company is required to
classify all applicable debt securities
as either trading securities, available
for sale or held
to maturity
upon investment in the security.
Held to maturity
Debt securities acquired by the Company which it has the ability and the positive intent to hold to maturity are classified as held
to maturity debt securities. The Company is required to make an election to classify these debt securities as held to maturity and these
securities are carried at amortized cost. The amortized cost
of held to maturity debt securities
is adjusted for amortization of premiums
and accretion of discounts to maturity.
Interest received from the held to
maturity security together with this amortization
is included
in interest income in the Company’s consolidated statement of operations. The Company had
a held to maturity security as of
June 30,
2025. The Company uses
historical default experience over
the lifetime of debt
securities in order to
calculate a lifetime loss rate
for
its held to
maturity debt
securities. The Company
had
no
held to maturity
debt securities as
of June 30,
2026.
As of June
30, 2025,
the carrying value of the Company’s
held to maturity debt securities was $
0
.
Impairment of debt securities
With regard
to held
to maturity
debt securities,
the Company
considers (i)
the ability
and intent
to hold
the debt
security for
a
period of time to allow
for recovery of value
(ii) whether it is more
likely than not that
the Company will be required
to sell the debt
security; and (iii)
whether it expects to recover
the entire carrying amount
of the debt security.
The Company records an
impairment
loss in its consolidated
statement of operations representing
the difference between
the debt securities carrying
value and the
current
fair value as of the date of the impairment if the Company determines that it intends to sell the debt security or if that it is more
likely
than not that it
will be required to
sell the debt security
before recovery of the
amortized cost basis. However,
the impairment loss
is
split between a credit loss and a non-credit loss for debt securities that the Company determines that it does not intend to sell or that it
is more likely than not that it will not be required to sell the debt securities before the recovery of the amortized
cost basis. The credit
loss portion, which is measured
as the difference between
the debt security’s
cost basis and the present value
of expected future cash
flows, is
recognized in
the Company’s
consolidated statement
of operations.
The non-credit
loss portion,
which is
measured as
the
difference
between
the
debt
security’s
cost
basis
and
its
current
fair
value,
is
recognized
in
other
comprehensive
income,
net
of
applicable taxes.
Equity securities
Equity
securities
are
measured
at
fair
value.
Changes
in
the
fair
value
of
equity
securities
are
recorded
in
the
Company’s
consolidated statement
of operations within
the caption titled
“change in fair
value of equity
securities”. The
Company may elect
to
measure equity securities without readily determinable fair
values at its cost
minus impairment, if any, plus or minus changes resulting
from observable price changes in orderly transactions for the identical or
a similar investment of the same issuer (“cost minus changes
in observable
prices equity
securities”). Changes
in the fair
value of
the Company’s
cost minus
changes in
observable prices
equity
securities are discussed in Note 9. The Company performs a qualitative assessment on a quarterly basis and recognizes an impairment
loss if there are sufficient indicators that the fair value of the equity security
is less than its carrying value.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-21
2.
SIGNIFICANT ACCOUNTING POLICIES (continued)
Policy reserves and liabilities
Reserves for policy benefits and claims payable
The Company
determines its
reserves for
policy benefits
under its
life insurance
products using
models which
estimate claims
incurred that have not been reported, expenses
that are expected to be incurred when settling
these claims, and the total present value
of
disability
claims-in-payment
at
the
balance
sheet
date.
These
models
allow
for
best
estimate
assumptions
based
on
experience
(where sufficient) plus a risk adjustment for non-financial risk, as required in the markets in which these products are offered, namely
South Africa.
The best estimate assumptions include (i) mortality and morbidity assumptions reflecting the company’s most recent experience,
(ii) expense assumptions based on the expected claims handling cost and (iii) claim
reporting delays reflecting Company specific and
industry experience. The
disability claims-in-payment
reserve is largely
reinsured and the
reported values were
based on the
reserve
held by the relevant reinsurer.
The values of matured guaranteed endowments are increased by late payment
interest.
Deposits on investment contracts
For the Company’s interest-sensitive
life contracts, liabilities approximate the policyholder’s account
value.
Reinsurance contracts held
The Company enters into reinsurance
contracts with reinsurers under
which the Company is compensated
for the entire amount
or a portion of losses arising on one or more of the insurance contracts it issues.
The expected benefits to which the Company is
entitled under its reinsurance contracts held are recognized as reinsurance
assets.
These assets consist
of short-term
balances due from
reinsurers (classified within
Accounts receivable,
net and other
receivables) as
well as long-term receivables (classified within other long-term assets) that are dependent on the expected claims and benefits arising
under the
related reinsurance
contracts. Amounts
recoverable from
or due
to reinsurers
are measured
consistently with
the amounts
associated with the reinsured contracts and in accordance with the terms of each reinsurance contract. Reinsurance assets are assessed
for impairment at
each balance sheet
date. If there
is reliable
objective evidence that
amounts due may
not be recoverable,
the Company
reduces the carrying amount of the reinsurance asset to its recoverable amount and recognizes that impairment loss in its consolidated
statement of operations. Reinsurance premiums are recognized when
due for payment under each reinsurance contract.
Redeemable common stock
Common stock
that is
redeemable (1)
at a
fixed or
determinable price
on a
fixed or
determinable date,
(2) at
the option
of the
holder,
or (3)
upon the
occurrence of
an event
that is
not solely
within the
control of
Company is
presented outside
of total
Lesaka
equity (i.e. permanent equity). Redeemable common stock is
initially recognized at issuance date fair value and
the Company does not
adjust
the
issuance date
fair value
if redemption
is not
probable.
The Company
re-measures
the redeemable
common
stock
to the
maximum
redemption
amount
at
the
balance
sheet
date
once
redemption
is
probable.
Reduction
in
the
carrying
amount
of
the
redeemable common stock is
only appropriate to the
extent that the Company
has previously recorded increases
in the carrying amount
of the
redeemable
equity instrument
as the
redeemable common
stock may
not be
carried at
an amount
that is
less than
the initial
amount reported outside of permanent equity.
Redeemable common stock is reclassified as permanent equity when presentation outside
permanent equity is no longer required
(if, for example, a redemption
feature lapses, or there
is a modification of the
terms of the instrument). The
existing carrying amount
of the redeemable common
stock is reclassified to permanent
equity at the date of
the event that caused the
reclassification and prior
period consolidated financial statements are not adjusted.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-22
2.
SIGNIFICANT ACCOUNTING POLICIES (continued)
Revenue recognition
The
Company
recognizes
revenue
upon
transfer
of
control
of
promised
products
or
services
to
customers
in
an
amount
that
reflects
the
consideration
the
Company
expects
to
receive
in
exchange
for
those
products
or
services.
The
Company
enters
into
contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted
for as
separate performance
obligations based
on observable
standalone selling
prices. Revenue
is recognized
net of
allowances for
returns and any taxes collected from customers, which are subsequently remitted
to governmental authorities.
Nature of products and services
Acquiring
The Company provides
its customers with
acquiring processing services
that involve the
collection, transmittal and
retrieval of
all transaction data in exchange for consideration upon completion of the transaction and recognizes revenue from these activities at a
point in time.
In certain instances,
the Company also
provides a funds
collection and settlement
service for its
customers and recognizes
revenue from these activities at a point in time.
ADP
The Company purchases airtime vouchers for resale to customers and acts as
a principal in these transactions. Airtime purchased
for resale is included in inventory and released to cost of goods sold,
IT processing, servicing and support upon sale of the inventory.
The Company negotiates and agrees sales prices for airtime sales
with its customers and revenue is measured at the agreed
contractual
price. The Company recognizes revenue when the airtime is delivered to the customer.
The
Company,
as
a
transaction
processor
and
in
the
capacity
of
an
agent,
facilitates
the
delivery
of
ADP
to
its
customers
(including
prepaid
airtime
vouchers,
prepaid
electricity
and
gaming
vouchers)
and
earns
a
commission
once
these
services
are
delivered to the customer.
The Company recognizes revenue from these activities at
a point in time. Revenue from these transactions
fluctuates based on the volume of ADP services distributed.
The Company provides its customers with transaction processing services that involve the collection, transmittal and retrieval of
all
transaction
data
(including
related
to
bill
payments)
in
exchange
for
consideration
upon
completion
of
the
transaction
and
recognizes
revenue from
these activities
at a
point in
time. In
certain instances,
the Company
also provides
a funds
collection and
settlement service for its customers and recognizes revenue from these activities
at a point in time.
Cash
The
Company
provides
customers
with
cash
management
and
digitization
services
which
enables
its
merchant
customers
to
deposit
cash into
digital vaults
operated
by the
Company,
after which
the funds
are then
electronically
accessible by
customers
to
either transfer to their nominated bank account or to pay certain pre-selected suppliers and recognizes revenue from these activities at
a point in time.
The Company considers
each of these services
as a single performance
obligation. The Company’s
contracts specify
a transaction price for
services provided. Cash revenue
fluctuates based on the
type and the
volume of transactions processed. Revenue
is recognized on the completion of the processed transaction and recognizes
revenue at a point in time.
Software
The Company provides
rental and support
services under a
master rental agreement
with customers. Control
of the rental
asset
is transferred through the right of
use on a monthly basis as per
the master rental agreement terms. Customers
are required to pay the
monthly
rental and
support fee
in advance.
The performance
obligation
for the
service component
is provided
over the
month and
revenue is recognized at the end of the month. The Company recognizes revenue
from these activities over time.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-23
2.
SIGNIFICANT ACCOUNTING POLICIES (continued)
Revenue recognition (continued)
Nature of products and services (continued)
Lending
The Company provides short-term loans to merchants in South Africa and levies interest on the amount lent. The Company does
not charge
these customers
up-front initiation
fees or
monthly service
fees. Interest
earned from
customers is
recognized using
the
effective interest
rate method,
which requires
the utilization
of the
rate of
return implicit
in the
loan, that
is, the
contractual interest
rate adjusted
for any net
deferred loan
fees or
costs, premium,
or discount
existing at
the origination
or acquisition
of the
loan. The
interest rate included in the contract with the customer generally changes with changes to benchmark rates of interest set by the South
African Reserve Bank (“SARB”).
The
Company
also
provides
short-term
loans
to
customers
(consumers)
in
South
Africa
and
charges
up-front
initiation
fees,
interest and monthly service fees.
Interest earned from customers is
recognized using the effective interest rate method,
which requires
the utilization of the rate of return implicit in the loan, that is, the contractual
interest rate adjusted for any net deferred loan initiation
fees or
costs, premium,
or discount
existing at
the origination
or acquisition
of the
loan. Monthly
service fee
revenue is
recognized
under the contractual terms of the loan. The monthly service fee are earned over time and is fixed upon initiation and does not change
over the term of the loan and is recognized when billed on a monthly basis.
Transactional fees
Customers serviced
by the
Company’s
Consumer
operating segment
that have
a bank
account managed
by the
Company
are
issued cards that can be utilized to withdraw
funds at an ATM or to transact at a merchant point of sale device
(“POS”). The Company
also earns transaction
fees from transactions
processed for these
customers. The Company’s
contracts specify a
transaction price for
each service
provided (for
instance, ATM
withdrawal, balance
enquiry,
etc.). Transaction
revenue fluctuates
based on
the type
and
volume of transactions performed by the customer. Revenue is recognized on the completion of the processed transaction at a point in
time.
The
Company
also
provides
bank
accounts
to
customers
and
this
service
is
underwritten
by
a
regulated
banking
institution
because the Company is not
a bank. The Company
charges its customers a fixed
monthly bank account administration fee
for all active
bank
accounts
regardless
of
whether
the
account
holder
has transacted
or
not.
The
Company
recognizes
account
holder fees
on
a
monthly basis on all active bank
accounts, which are earned over time
and billed on a monthly basis. Revenue
from account holders’
fees fluctuates based on the number of active bank accounts.
Insurance
The Company writes
life insurance contracts, and
policy holders pay
the Company a
monthly insurance premium at
the beginning
of each month. Premium revenue
is recognized on a monthly basis net of
policy lapses. Policy lapses are provided
for on the basis of
expected non-payment of policy premiums.
Utilities
The Company facilitates the delivery of prepaid electricity tokens to
its customers
and earns a commission from the delivery of
these tokens. The Company recognizes revenue from these activities at a point in
time.
Other
The Company supplies hardware and licenses for its customers to use the Company’s
technology. Hardware includes the sale of
POS devices, SIM cards and other consumables which
can occur on an ad
hoc basis. The Company recognizes revenue from hardware
at
the
transaction
price
specified
in
the contract
as the
hardware
is delivered
to the
customer.
Licenses
include
the right
to access
certain technology developed by the Company and the associated revenue
is recognized ratably over the license period.
Accounts Receivable, Contract Assets and Contract Liabilities
The
Company
recognizes
accounts
receivable
when
its
right
to
consideration
under
its
contracts
with
customers
becomes
u
nconditional. The Company has no contract assets or contract liabilities.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-24
2.
SIGNIFICANT ACCOUNTING POLICIES (continued)
Research and development expenditure
Research and
development expenditure
is charged
to net
income in
the period
in which
it is
incurred. During
the years
ended
June 30, 2026,
2025 and 2024, the
Company incurred research
and development expenditures
of $
0.8
million, $
0.5
million and $
0.5
million, respectively.
Computer software development
Product
development
costs in
respect
of
software
intended
for
sale
to
licensees
are
expensed
as
incurred
until
technological
feasibility is attained.
Technological
feasibility is attained
when the Company’s
software has completed
system testing and has
been
determined
to
be
viable
for
its
intended
use.
Once
technological
feasibility
is
reached,
the
Company
capitalized
such
costs
and
amortizes
these costs over
the products’
estimated life. The
time between
the attainment
of technological feasibility
and completion
of software development is generally short with insignificant amounts of development
costs incurred during this period.
Costs in
respect of
the development
of software
for the
Company’s
internal use
are expensed
as incurred,
except to
the extent
that
these
costs
are
incurred
during
the
application
development
stage.
All
other
costs
including
those
incurred
in
the
project
development and post-implementation stages are expensed as incurred.
Income taxes
The Company
provides for income
taxes using the
asset and liability
method. This
approach recognizes
the amount of
income
taxes payable or refundable
for the current year,
as well as deferred
tax assets and liabilities for
the future tax consequence
of events
recognized in the financial statements and tax returns. Deferred taxes are
adjusted to reflect the effects of changes in tax laws or rates
in the
period of
enactment. The
majority of
the Company’s
income
taxes and
deferred tax
balances arise
in the
South Africa.
The
Company used the enacted statutory tax rate of
27
% for the years ended June 30, 2026, 2025 and 2024 to measure current
tax expense
(benefit) and
deferred tax
expense (benefit)
in South
Africa. The
Company measured
its South
African current
tax expense
for the
years ended June
30, 2026
and 2025
and its South
African deferred tax
assets and liabilities
as of June 30,
2026 and 2025, using
the
enacted statutory tax rate in South Africa of
27
%.
In establishing the appropriate deferred tax asset valuation allowances, the Company assesses the realizability of its deferred tax
assets, and based on all available evidence, both positive
and negative, determines whether it is more likely than not
that the deferred
tax
assets
or
a
portion
thereof
will
be
realized.
The
Company
does
not
consider
future
reversals
of
existing
taxable
temporary
differences associated with indefinite lived assets
where the timing of the
reversal cannot be predicted as
a source of income to
support
deferred tax assets for carryforward that do not expire.
Unrecognized tax
benefits are recorded
in the financial
statements for positions
which are not
considered more likely
than not,
based on
the technical
merits of the
position, of being
sustained upon
examination by
the taxing authorities.
For positions that
meet
the more likely than not
standard, the measurement of
the tax benefit recognized
in the financial statements is based
upon the largest
amount of tax benefit that, in management’s judgement, is greater than 50% likely of being
realized based on a cumulative probability
assessment
of
the possible
outcomes.
The
Company’s
policy
is to
include
interest
related
to
income
taxes
in
interest expense
and
penalties in selling, general and administration in the consolidated statements of
operations.
The Company has elected the period cost method
and records U.S. inclusions in taxable income related to global
intangible low
taxed income (“GILTI”)
as a current-period expense when incurred.
Stock-based compensation
Stock-based compensation represents the
cost related to
stock-based awards granted.
The Company measures
equity-based stock-
based compensation cost at
the grant date, based on
the estimated fair value of
the award, and recognizes the
cost as an expense on
a
straight-line basis (net of estimated forfeitures) over the requisite
service period. In respect of awards with only service
conditions that
have a graded
vesting schedule, the
Company recognizes compensation
cost on a straight-line
basis over the
requisite service period
for the
entire award.
The forfeiture
rate is
estimated using
historical trends
of the
number of
awards forfeited
prior to
vesting.
The
expense is recorded in
the statement of operations and
classified based on the recipients’
respective functions. The Company
records
deferred tax
assets for awards
that result in
deductions on the
Company’s
income tax returns,
based on the
amount of compensation
cost recognized and the Company’s
statutory tax rate in the jurisdiction
in which it will receive a deduction.
Differences between the
deferred tax
assets recognized
for financial
reporting purposes
and the
actual tax
deduction reported
on the
Company’s
income tax
r
eturn are recorded in income tax expense in the consolidated statement
of operations.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-25
2.
SIGNIFICANT ACCOUNTING POLICIES (continued)
Equity instruments issued to third parties
Equity
instruments issued
to third
parties
for services
provided
represents the
cost related
to equity
instruments granted.
The
Company measures
this cost at
the grant date,
based on the
estimated fair value
of the award,
and recognizes the
cost as an
expense
on a
straight-line basis
(net of
estimated forfeitures)
over the
requisite service
period. The
forfeiture rate
is estimated
based on
the
Company’s
expectation of the
number of awards
that will be forfeited
prior to vesting.
The Company records
deferred tax assets
for
equity instrument
awards that
result in
deductions on
the Company’s
income tax
returns, based
on the
amount of
equity instrument
cost recognized and the Company’s
statutory tax rate in the jurisdiction
in which it will receive a deduction.
Differences between the
deferred tax
assets recognized
for financial
reporting purposes
and the
actual tax
deduction reported
on the
Company’s
income tax
return are recorded in the statement of operations.
Settlement assets and settlement obligations
The
Company
provides
customers
with
cash
management
and
digitization
services
which
enable
its
merchant
customers
to
deposit
cash into
digital vaults
operated
by the
Company,
after which
the funds
are then
electronically
accessible by
customers
to
either transfer to their nominated bank account or to pay certain pre-selected suppliers.
Settlement assets comprise (1) cash received from merchant customers from cash deposits into the Company’s
vaults, which are
then electronically accessible by customers to either transfer
to their nominated bank account or to pay certain
pre-selected suppliers,
(2)
cash received
from credit
card
companies (as
well as
other
types of
payment
services) which
have
business relationships
with
merchants selling
goods and
services that
are the
Company’s
customers and
on whose
behalf it
processes the
transactions between
various parties,
and (3) cash received from gift card customers.
Settlement
obligations
comprise
(1)
amounts
that
the
Company
is
obligated
to
disburse
to
merchant
customers
or
to
their
nominated pre-selected suppliers, (2) amounts
that the Company is obligated to disburse to merchants
selling goods and services that
are the Company’s customers and on whose behalf it processes the transactions between various parties and settles the funds from
the
credit card companies
to the Company’s
merchant customers, and
(3) amounts that the
Company is obliged
to pay to various
parties
as a result of transaction performed using gift cards.
The balances
at each reporting
date may vary
widely depending on
the timing of
the receipts and
payments of these
assets and
obligations.
Recent accounting pronouncements adopted
In December
2023, the Financial
Accounting Standards
Board (“FASB”)
issued guidance regarding
Income Taxes
(Topic
740)
to improve income tax
disclosure requirements. The guidance
requires entities, on an
annual basis, to (1) disclose
specific categories
in the income tax rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if
the effect of those reconciling items is equal to or greater than five percent of
the amount computed by multiplying pre-tax income or
loss by
the applicable
statutory income
tax rate).
This guidance
was effective
for the
Company beginning
July 1,
2025 for
its year
ended June 30, 2026. Refer to Note 18.
Recent accounting pronouncements not yet adopted
as of June 30, 2026
In
November
2024,
the
FASB
issued
guidance
regarding
Income
Statement—Reporting
Comprehensive
Income—Expense
Disaggregation
Disclosures
(Subtopic
220-40)
which
requires
disaggregated
disclosure
of
income
statement
expenses
for
public
business entities. The guidance does not change the expense captions an
entity presents on the face of the income statement; rather,
it
requires
disaggregation
of
certain
expense
captions
into
specified
categories
in
disclosures
within
the
footnotes
to
the
financial
statements. This guidance
is effective for
the Company beginning July
1, 2027, and
interim reporting periods
during that fiscal year.
Early adoption
is permitted.
The Company
is currently
assessing the
impact of
this guidance
on its
financial statements
and related
disclosures.
In
July
2025,
the
FASB
issued
guidance
regarding
Financial
Instruments-Credit
Losses
(Topic
326)
Measurement
of
Credit
Losses for Accounts Receivable and Contract Assets
which amends current guidance to provide a practical
expedient (for all entities)
and an accounting
policy election (for
all entities, other than
public business entities,
that elect the practical
expedient) related to
the
estimation of expected credit
losses for current accounts receivable
and current contract assets that
arise from transactions accounted
for under
Revenue From Contracts With
Customers (Topic
606).
This guidance is effective for
the Company beginning July 1, 2026,
and
interim
reporting
periods
during
that
fiscal
year.
The Company
will
apply
the
guidance
from
the
effective
date
and
elect
the
practical expedient.
The Company
does not
expect the
impact of
this guidance
to be material
on its financial
statements and
related
d
isclosures.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-26
2.
SIGNIFICANT ACCOUNTING POLICIES (continued)
Recent accounting pronouncements not yet adopted
as of June 30, 2026 (continued)
On
September
18,
2025,
the
FASB
issued
guidance
regarding
Intangibles—Goodwill
and
Other—
Internal-Use
Software
(Subtopic 350-40)
which amends certain
aspects of the
accounting for and
disclosure of software
costs under ASC
350-40. The new
guidance
makes
targeted
improvements
to
existing
guidance
but
does
not
fully
align
the
framework
for
accounting
for
internally
developed software
costs that
are subject
to ASC
350-40 with
the framework
applied to
software to
be sold
or marketed
externally
that is
subject to
guidance regarding
Costs of
Software to
Be Sold,
Leased, or
Marketed
(Subtopic ASC
985-20)
. The
new guidance
also does not amend the guidance
on costs of software licenses that
are within the scope of ASC 985
-20. The amendments supersede
the guidance
on website
development costs
in guidance
regarding
Website
Development Costs
(Subtopic ASC
350-50)
and relocate
that guidance,
along with the
recognition requirements
for development costs
specific to websites,
to ASC 350
-40. This guidance
is
effective for
the Company beginning
July 1, 2028,
and interim reporting
periods during that fiscal
year. Early
adoption is permitted.
Entities
may
apply
the
guidance
prospectively,
retrospectively,
or
via
a
modified
prospective
transition
method.
The
modified
prospective
transition
approach
would
allow
entities
to
account
for
an
in-process
project
that,
before
the
transition
date,
met
the
capitalization requirements but would no longer meet
the requirements for capitalization under the
new guidance by derecognizing the
capitalized costs for
that in-process project
through a
cumulative-effect adjustment
to the opening
balance of retained
earnings. The
Company is currently assessing the impact of this guidance on its financial
statements and related disclosures.
On December
8, 2025,
the FASB
issued guidance
regarding
Interim Reporting
(Topic
270)
which is
intended
to improve
the
navigability
of the
guidance
in ASC
270
and clarify
when it
applies.
Under the
amendments, an
entity is
subject to
ASC 270
if
it
provides “interim financial
statements and notes
in accordance with
GAAP.” The updated guidance also
addresses the
form and content
of such financial statements, adds lists to ASC 270 of the interim disclosures required by all other Codification topics, and establishes
a principle
under which an
entity must “disclose
events since the
end of the
last annual reporting
period that have
a material impact
on the entity.”
As the FASB
stated in the
proposed guidance and
reiterates in the ASU,
the amendments are
not intended to
“change
the fundamental nature
of interim reporting
or expand or
reduce current interim
disclosure requirements.” This
guidance is effective
for the
Company beginning
July 1,
2028, and
interim reporting
periods during
that fiscal
year.
Early adoption
is permitted.
Entities
m
ay apply the guidance prospectively or retrospectively.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-27
3.
ACQUISITIONS AND DISPOSITIONS
The cash paid, net
of cash received related to
the Company’s acquisition
during the years ended
June 30, 2026, 2025 and
2024,
is summarized in the table below:
2026
2025
2024
Total cash paid
$
13,294
$
24,161
$
2,248
Less: cash acquired
2,177
11,215
665
Total cash paid, net
of cash received
$
11,117
$
12,946
$
1,583
Acquisitions
2027
Proposed acquisitions of Bank Zero
On
June
26,
2025,
Lesaka
SA
entered
into
a
Transaction
Implementation
Agreement
(the
“Transaction
Implementation
Agreement”) with
Zero Research
Proprietary Limited
(“Zero Research”),
Bank Zero
Mutual Bank
(“Bank Zero”),
and other
parties
identified in
Annexure A
to the
Transaction
Implementation Agreement
(being all
of the
shareholders
of Bank
Zero save
for Zero
Research and
Naught
Holdings Ltd,
the “Bank
Zero Sellers”),
the parties
listed in
Annexure
B to
the Transaction
Implementation
Agreement (being
all of the
shareholders of
Zero Research save
for Naught
Holdings Ltd, the
“Zero Research
Sellers”) and Naught
Holdings Ltd. All amounts below translated at the closing rate of $1: ZAR
17.76
as of June 30, 2025.
The
purchase
consideration
payable
by
Lesaka
SA
in
exchange
for
the
relevant
shares
in
Bank
Zero
and
the
subscription
consideration payable by
Lesaka SA in exchange
the subscription shares will be
settled through a combination
of delivery of Lesaka
shares of
common stock
and up
to ZAR
91.0
million ($
5.1
million)
in cash.
Zero Research
will apply
the cash
and Lesaka
shares
received by it to settle
the repurchase consideration due to the
Zero Research Sellers. Following implementation of
each of these steps,
and subject to the below
adjustment, the Bank Zero Sellers,
Zero Research Sellers and
Naught Holdings Ltd will own
approximately
12
% of Lesaka's
fully diluted shares
at the time
of completion of
the proposed transaction.
The Transaction Implementation Agreement
allows a
mechanism (in
certain circumstances)
pursuant to which
the Bank
Zero Sellers and
the Zero
Research Sellers
may acquire
fewer shares in Lesaka and a larger cash consideration.
The
Transaction
Implementation
Agreement
includes
customary
interim
period
undertakings
which
required
each
of
Zero
Research
and
Bank
Zero,
among
other
things
(i)
to
conduct
their
business
in
the
ordinary
course
during
the
period
between
the
execution of the
Transaction Implementation Agreement and the
closing of the
transaction contemplated thereby, and (ii)
not to engage
in certain kinds of transactions during
such period. The Transaction
Implementation Agreement is subject to
the fulfilment of certain
conditions
precedent.
The
Transaction
Implementation
Agreement
will
lapse
if
all
of
the
conditions
precedent
are
not
met
or
not
waived by January 31, 2027 (or such later date as may be agreed).
Bank
Zero
and
Lesaka
SA
have
agreed
to
implement
a
long-term
incentive
arrangement
following
implementation
of
the
transaction, under which an agreed portion of a number of shares of
Lesaka's shares of common stock calculated will be granted by (i)
dividing
ZAR
70.0
million
($
3.9
million)
by
an
agreed
value
(as
defined
in
the
Transaction
Implementation
Agreement)
(the
“Retention LTIP
Shares”) and (ii) dividing
ZAR
30.0
million ($
1.7
million) by such agreed
value (the “Performance
LTIP
Shares”).
The
Retention
LTIP
Shares
will be
subject
to
time
and
certain
performance-based
vesting
conditions.
The
terms
of the
long-term
incentive plan are required to be considered, and if necessary approved, by Lesaka's remuneration
committee.
The Company
incurred transaction-related
expenditures of $
0.4
million and $
0.6
million during the
years ended
June 30, 2026
and 2025, respectively, related to the proposed acquisition of Bank Zero. The Company’s accruals presented in Note 13 of as June 30,
2026, includes an accrual of
transaction related expenditures of $
0.4
million and the Company
expects to incur further
transaction costs
of $
0.2
million during the 2027 fiscal year.
2026 Acquisitions
Atom Operations Proprietary Limited
On November
10, 2025,
the Company,
through its
wholly
owned
subsidiary,
Prism Holdings
Proprietary
Limited
(“Prism”),
entered
into
a
Sale
of
Shares
Agreement
(the
“Atom
Purchase
Agreement”)
with
Gravaton
Investments
Proprietary
Limited
(“Gravaton”) and Atom Operations Proprietary Limited (“Atom”). Pursuant to the Atom Purchase Agreement and subject to its terms
and conditions, Prism agreed to
acquire, and Gravaton agreed
to sell, all of
the outstanding equity interests
in Atom for a
total purchase
consideration of $
0.7
million which comprised
of $
0.4
million (ZAR
6.0
million, translated at
December 1, 2025
exchange rates)
in
cash and
76,716
shares of the Company’s
shares of common stock (which
had an aggregate value
of $
0.3
million (
76,716
multiplied
by
$
3.95
)
on closing).
The transaction
closed
on December
1, 2025.
The Company
did not
incur
any
significant
transaction
costs
r
elated to this acquisition.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-28
3.
ACQUISITIONS AND DISPOSITIONS (continued)
2026 Acquisitions (continued)
Mobilemart Proprietary Limited
On
January
30,
2026,
the
Company,
through
Prism,
entered
into
a
Sale
of
Shares
Agreement
(the
“Mobilemart
Purchase
Agreement”) with BASA Ventures
Proprietary Limited (“BASA”) and
Mobilemart Proprietary Limited (“MobileMart”).
Pursuant to
the Mobilemart Purchase Agreement and subject to its terms and conditions, Prism agreed to acquire,
and BASA agreed to sell, all of
the
outstanding
equity
interests in
MobileMart
for
a
total
purchase
consideration
of $
2.5
million
(ZAR
40.0
million,
translated
at
February 6,
2026 exchange
rates) in
cash. The
transaction closed
on February
6, 2026.
The Company
did not
incur any
significant
transaction costs related to this acquisition.
These acquisitions were allocated to our Enterprise operating segment.
Pro forma results related
to acquisitions
Pro forma results of operations have not been presented for the acquisitions of Atom and MobileMart because the effect of these
acquisitions,
individually
and
in
aggregate,
are
not
material
to
the
Company.
Since
the
closing
of
these
acquisitions,
they
have
contributed revenue and net loss of $
10.9
million and $
0.2
million, respectively, for the
year ended June 30, 2026.
2025
Acquisitions
October 2024 acquisition of Adumo
On May 7,
2024, the Company
entered into a
Sale and Purchase
Agreement (the “Purchase
Agreement”) with Lesaka
SA, and
Crossfin Apis Transactional
Solutions (Pty) Ltd
and Adumo ESS
(Pty) Ltd (“the
Sellers”). Pursuant to
the Purchase Agreement
and
subject to its terms and
conditions, Lesaka, through its
subsidiary,
Lesaka SA, agreed to
acquire, and the Sellers agreed
to sell, all of
the
outstanding
equity
interests
and
certain
claims
in
the
Adumo
(RF)
Proprietary
Limited
(“Adumo”).
The
transaction
closed
on
October 1, 2024.
Adumo is an
independent payments and commerce
enablement platform in Southern
Africa, with operations across
South Africa,
Namibia, Botswana and
Kenya. For more
than two decades,
Adumo facilitated physical
and online commerce
between retail merchants
and end-consumers by
offering a unique
combination of payment
processing and integrated
software solutions, which
currently include
embedded payments, integrated
payments, reconciliation services,
merchant lending, customer
engagement tools, card
issuing program
management and data analytics.
Adumo operated across three businesses, which provided
payment processing and integrated software solutions to different
end
markets:
The
Adumo
Payments
business
offers
payment
processing,
integrated
payments
and
reconciliation
solutions
to
small-and-
medium (“SME”)
merchants in
South Africa,
Namibia and
Botswana, and
the Lesaka
Payouts Proprietary
Limited, formerly
known as
Adumo Payouts
Proprietary Limited
, (“Lesaka
Payouts”), business
provides card
issuing program
management to
corporate clients
such as Anglo
American and
Coca-Cola (Lesaka Payments
Proprietary Limited,
formerly known
as Adumo
Payments
Proprietary
Limited
(“Lesaka
Payments”)
was allocated
to
Merchant
operating
segment
and
Lesaka
Payouts
was
allocated to the Consumer operating segment);
The Adumo ISV business, Lesaka
Hospitality Proprietary Limited, formerly known as
GAAP Point of Sale Proprietary
Limited
(“Lesaka Hospitality”), has operations in South Africa, Botswana and Kenya, and clients in a number of other countries, and is
the leading provider
of integrated point-of-sales
software and hardware
to the hospitality
industry in Southern
Africa, serving
clients such
as KFC,
McDonald’s,
Pizza Hut,
Nando’s
and Krispy
Kreme (Adumo
ISV was
allocated to
Merchant operating
segment);
and
The
Adumo
Ventures
business
offers
online
commerce
solutions
(Lesaka
Online
Proprietary
Limited,
formerly
known
as
Adumo Online Proprietary Limited, (“Lesaka Online”)),
cloud-based, multi-channel point-of-sales solutions (Humble Software
Proprietary Limited (“Humble”)
and an aggregated payment and credit platform
for in-store and online commerce (SwitchPay
Proprietary Limited (“SwitchPay”) to SME merchants and corporate clients in South Africa
and Namibia (Adumo Venture was
allocated to the Merchant operating segment).
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-29
3.
ACQUISITIONS (continued)
2025
Acquisitions (continued)
October 2024 acquisition of Adumo (continued)
The total purchase
consideration was ZAR
1.67
billion ($
96.2
million) and comprised
the issuance of
17,279,803
shares of the
Company’s
common stock
(“Consideration Shares”)
with a
value of
$
82.8
million (
17,279,803
multiplied by
$
4.79
per share)
and
cash of $
13.4
million. The purchase consideration was settled through
the combination of the Consideration Shares and a ZAR
232.2
million ($
13.4
million, translated at the prevailing
rate of $1: ZAR
17.3354
as of October 1, 2024)
payment in cash. The Company’s
closing price on
the Johannesburg
Stock Exchange on
October 1, 2024,
was ZAR
83.05
($
4.79
using the October
1, 2024, $1:
ZAR
exchange rate). Certain indirect shareholders of the sellers were investors in Adumo and the Company.
These shareholders ultimately
received
an aggregate
of
1,989,162
shares of
the Company’s
common stock
at a
price of
$
4.79
which was
included in
redeemable
common stock (refer to Note 14).
The closing
of the
transaction was
subject to
customary closing
conditions which
we fulfilled
prior to
closing. The
Company
agreed to file a resale registration statement with the United States Securities and Exchange Commission (“SEC”) covering the resale
of the Consideration Shares by the Sellers. The resale registration statement was declared effective by the SEC on December 6, 2024.
The Company incurred transaction-related expenditures of $
0.003
million, $
1.6
million and $
2.3
million during the years ended
June 30, 2026, 2025 and 2024, respectively,
related to the acquisition of Adumo.
March 2025 acquisition of Utilities
On November
19, 2024,
the Company,
through Lesaka
SA, entered
into a
Sale of
Shares Agreement
(the “Utilities
Purchase
Agreement”)
with
Imtiaz
Dhooma
(Utilities’
former
chief
executive
officer)
and
Ninety
Nine
Proprietary
Limited
(“the
Seller”).
Pursuant to the
Utilities Purchase Agreement and
subject to its
terms and conditions, Lesaka,
through its subsidiary, Lesaka SA,
agreed
to acquire, and
the Seller agreed
to sell, all
of the outstanding
equity interests in
Lesaka Utilities Proprietary
Limited, previously known
as Recharger Proprietary Limited (“Utilities”). The transaction
closed on March 3, 2025.
At
the
same
time,
Utilities
also
entered
into
independent
contractor
agreement
with
Utilities’
former
chief
executive
officer
which had
a term
of
12
months and
required him,
among other
things, to
support operational
activities of
the Utilities
business, in
consultation with
Company representatives,
facilitate the
handover process
and assist
Utilities in
transitioning ownership
to Lesaka
SA, avail himself for important
customer and vendor meetings,
attend scheduled weekly management
committee meetings regarding
operational and business activities of the Utilities
business, and providing support on an ad-hoc
basis to Company representatives with
regard to operational matters and in facilitating the hand over,
as and when reasonably required.
This acquisition has
been reported
as part
of the
Company’s Enterprise operating segment
and demonstrates positive
advancement
of the Company’s strategy in its Enterprise operating segment. The Company expects the acquisition to act as an entry point for it into
the South African private utilities space while augmenting Enterprise’s
alternative payment offering.
The transaction consideration per the Utilities Purchase Agreement was ZAR
503.4
million ($
27.0
million) and comprised ZAR
328.4
million ($
17.6
million) in cash and
ZAR
175.0
million ($
9.4
million) in shares of
the Company’s
common stock, to
be settled
in two tranches. The share price applied to determine the number of shares of
common stock to be issued for the equity consideration
is based on the volume-weighted
average price of the Company’s
common shares for the three-month period
prior to the disbursal of
each tranche. Lesaka SA extended
a ZAR
43.1
million ($
2.3
million) loan to Utilities at closing
which was exclusively used to
repay
an existing loan due by Utilities to the Seller.
The first tranche,
comprising ZAR
153.4
million ($
8.2
million) in cash
and
1,092,361
shares of the
Company’s
common stock
with a value of ZAR
98.3
million ($
5.3
million), was settled at closing. The value of the shares of common stock was calculated using
the shares issued multiplied
by the Company’s
closing price on the Johannesburg
Stock Exchange on March
3, 2025, of ZAR
90.00
,
and translated to U.S.
dollars at the
exchange rate of $1:
ZAR
18.63
. Lesaka SA
delivered
1,092,361
shares of the
Company’s common
stock from a pool of shares it purchased in October 2024, and the Company
recognized a gain in additional paid-in-capital during
the
year ended June 30, 2025, of $
0.4
million related to the difference between in the value on
March 3, 2025, and the price paid per
share
in October 2024.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-30
3.
ACQUISITIONS (continued)
2025 Acquisitions (continued)
March 2025 acquisition of Utilities (continued)
The second
and final
tranche was
settled on
March 3,
2026, and
comprised a
contractual cash
payment of
ZAR
175.0
million
($
10.4
million) and the delivery of shares of Lesaka’s common stock with a contractual value of
ZAR
75.0
million ($
4.6
million). The
number of shares
to be delivered
was calculated as
1,017,914
shares of Lesaka’s
common stock using
the contractual value
of ZAR
75.0
million divided by
the volume-weighted
average price of
the Company’s
common shares on
the Johannesburg
Stock Exchange
for the
three-month period
prior to
February 24,
2026. Lesaka
SA delivered
the
1,017,914
shares of
the Company’s
common stock
from a pool
of shares it purchased
in October 2024,
and the Company
recognized a loss
in additional paid-in-capital
during the year
ended June 30, 2026,
of $
0.1
million related to the
difference between in
the value on March
3, 2026, and the price
paid per share in
October 2024.
The total purchase consideration
was ZAR
294.8
million ($
15.8
million) and comprised the
issuance of the
1,092,361
shares of
the
Company’s
common
stock
with
a
value
of
ZAR
98.3
million
($
5.3
million),
the
settlement
of
the
pre-existing
relationship
shareholder loan of ZAR
43.1
million ($
2.3
million) and cash of ZAR
153.4
million ($
8.2
) million.
Pursuant to the Utilities Purchase Agreement,
payment of the second tranche in March 2026 was contingent on Utilities’ former
chief executive officer’s
ongoing service under the independent
contractor agreement until June 30,
2025. The second tranche would
not
have
been
paid if
he
failed to
provide
the requisite
service,
except
if
failure
to
provide
future
services
is due
to
expiry
of the
contract, mutual agreement or death of the former chief executive officer. The former chief executive officer was also a director of the
Seller,
and
signed
the
Utilities
Purchase
Agreement
on
behalf
of
himself,
Utilities
and
the
Seller.
He
also
signed
an
independent
contractor agreement under which he is required to provide post-combination
service to Utilities until March 2026 (but the vesting of
the shares is only for services to June 30, 2025). The Company has
determined that as the payment of the second tranche is contingent
on these post-combination services, the value
of the second tranche is not
treated as purchase consideration and rather,
under GAAP,
represents compensation
for post-combination
services.
In late
May 2025,
an addendum
was signed
to reduce
the post-combination
period from twelve months to four months (i.e. from March 2025
to June 2025).
The post-combination
services for the
year ended
June 30, 2025,
of $
13.6
million was calculated
as the sum
of the future
cash
payment and the
value of
future shares to
be provided. The
value of
the future shares
to be
provided was calculated
using the
contractual
value of ZAR
75.0
million divided by
the volume-weighted average price
of the Company’s common shares
for the three-month
period
prior
to June
30,
2025, and
at the
applicable
exchange
rate. The
post-combination
compensation charge
is included
in the
caption
transaction costs related to Adumo,
Utilities and Bank Zero acquisitions and certain compensation costs included
on the consolidated
statement of operations.
The
Company
records
stock-based
compensation
charges
that
are
cash-settled
awards
in other
payables.
The
liability for
the
future payments
was included in
the caption
Other payables
in the consolidated
balance sheet as
of June
30, 2025, refer
to Note 13.
There
was
no
unrecognized
compensation
costs
related
to
the
post-combination
compensation
charge
as
of
June
30,
2025.
The
Company recorded
a fair
value loss
of $
0.4
million during
the year
ended June
30, 2026,
related to
the settlement
of the
1,017,914
shares of Lesaka’s common
stock under the
caption change in
fair value of
equity securities in
the consolidated statement
of operations.
The fair
value loss
was calculated
as the
difference
between the
fair value
of the
shares of
common stock
transferred on
March 3,
2026, and the amount recorded in
other payables as of June 30, 2025.The
fair value of the shares of common
stock in U.S. dollars on
March 3, 2026, was
calculated using the shares
issued multiplied by the
Company’s closing price on the
Johannesburg Stock Exchange
on March 3, 2026, of ZAR
75.37
, and translated to U.S. dollars at the exchange rate of $1: ZAR
16.35
.
The Company incurred transaction-related expenditures of $
0.01
million, $
0.4
million and $
0.03
during the years ended June 30,
2026, 2025 and 2024, respectively,
related to the acquisition of Utilities.
Other acquisitions
Effective
November 1,
2024, the
Company,
through its
wholly owned
subsidiary Lesaka
Merchant Technologies
Proprietary
Limited, formerly known
as Adumo Technologies
Proprietary Limited, (“Lesaka
MT”), acquired the
remaining shares (representing
50
% of the issued and outstanding
shares) it did not own in Lesaka
Merchant Technologies
Namibia, formerly known as
Innervation
Value Added Services Namibia Pty Ltd, (“Lesaka Nam”) for $
0.4
million (ZAR
6.0
million, translated at November 1, 2024 exchange
rates). Lesaka Nam was accounted for using
the equity method prior to the
acquisition of a controlling interest in the
company. Lesaka
MT paid ZAR
2.0
million of the purchase price prior
to the acquisition of Adumo by
the Company and the balance of
ZAR
4.0
million
will be paid
in
two
equal tranches, one
in March 2025
and the other
in September 2025.
The Company did
not incur any
significant
transaction costs related to this acquisition.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-31
3.
ACQUISITIONS (continued)
2025 Acquisitions (continued)
Other acquisitions (continued)
The Company, through Lesaka SA, acquired
100
% of Lesaka Digital Risk
Proprietary Limited, formerly known as Genisus Risk
Proprietary Limited (“Lesaka Digital
Risk”), for a cash
consideration of ZAR
2.0
million ($
0.1
million). The Company did
not incur
any significant transaction costs related to this acquisition.
The Company,
through its
wholly owned
subsidiary Lesaka
Cash Management
Proprietary Limited,
formerly known
as Cash
Connect Management Solutions Proprietary
Limited, (“LCM”), acquired
100
% of Lesaka
Fuel Software Proprietary Limited,
formerly
known as Master Fuel Proprietary
Limited (“Lesaka Fuel Software”) for
a cash consideration of ZAR
2.0
million ($
0.1
million). The
Company did not incur any significant transaction costs related to this acquisition.
The purchase price allocation for all acquisitions closed during the year ended June 30, 2025, were finalized as of June
30, 2025,
except for Utilities. The Company
completed the purchase price allocation related to
the Utilities acquisition during the three
months
ended
September 30,
2025.
There were
no changes
to the
Utilities preliminary
purchase price
allocation
as of
June 30,
2025.
The
purchase price
allocation of acquisitions
during the
year ended June
30, 2025,
translated at the
foreign exchange
rates applicable on
the date of acquisition, is provided in the table below:
Acquisitions during fiscal 2025
Adumo
Utilities
Other
Total
Final
Final
Final
Cash and cash equivalents
$
9,227
$
1,720
$
268
$
11,215
Accounts receivable
6,799
17
728
7,544
Inventory
5,122
194
3
5,319
Property, plant and equipment
9,170
39
28
9,237
Operating lease right of use asset
1,025
401
-
1,426
Equity-accounted investment
477
-
-
477
Goodwill
71,992
3,614
508
76,114
Intangible assets
28,806
16,171
69
45,046
Deferred income taxes assets
1,061
81
55
1,197
Other long-term assets
2,809
-
-
2,809
Current portion of long-term borrowings
(1,178)
-
-
(1,178)
Accounts payable
(3,266)
(149)
(440)
(3,855)
Other payables
(28,116)
(1,439)
(252)
(29,807)
Operating lease liability - current
(948)
(185)
-
(1,133)
Income taxes payable
(150)
(4)
(42)
(196)
Deferred income taxes liabilities
(7,107)
(4,366)
(19)
(11,492)
Operating lease liability - long-term
(326)
(269)
-
(595)
Long-term borrowings
(7,308)
-
-
(7,308)
Other long-term liabilities
(140)
-
-
(140)
Settlement assets
8,603
-
-
8,603
Settlement liabilities
(8,530)
-
-
(8,530)
Fair value of assets and liabilities on acquisition
$
88,022
$
15,825
$
906
$
104,753
The
fair
value
of
the
non-controlling
interests
recorded
was $
7.6
million.
The
fair
value
of
the
non-controlling
interest
was
determined as
the non-controlling
interests respective
portion of
the equity value
of the entity
acquired by
the Company,
and which
was adjusted for a
20
% minority discount.
Pro forma results related
to acquisitions
Pro forma results of operations have not been presented for the acquisition of Lesaka
Nam, Lesaka Digital Risk and Lesaka Fuel
Software because the effect of these acquisitions, individually and in aggregate, are not material to the Company.
Since the closing of
these acquisitions,
the entities
have contributed
revenue and
net income
of $
0.8
million and
$
0.1
million, respectively,
for the
year
ended June 30, 2025.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-32
3.
ACQUISITIONS (continued)
2025 Acquisitions (continued)
Pro forma results related
to acquisitions (continued)
The results
of the
Adumo and
Utilities’ operations
are reflected
in the
Company’s
financial statements
from October
1, 2024,
and March 3, 2025, respectively.
The following unaudited pro forma revenue
and net income information has been
prepared as if the
acquisitions of Adumo and Utilities had occurred on July 1, 2023, using the applicable average foreign exchange rates for the periods
presented:
Year
ended June 30,
2025
2024
Revenue
$
673,536
$
630,672
Net loss
$
(68,367)
$
(37,324)
The unaudited pro forma financial
information presented above includes the
business combination accounting and
other effects
from the
acquisitions including
(1) amortization
expense related
to acquired
intangibles and
the related
deferred tax;
(2) the
loss of
interest income, net of
taxation, as a
result of funding a
portion of the
purchase price in
cash; (3) an
adjustment to exclude all
applicable
transaction-related costs recognized in the Company’s consolidated statement of operations for year ended June 30, 2025, and include
the applicable transaction-related costs for the
year ended June 30,
2024; an adjustment to exclude
the post-combination compensation
expenses related to the Utilities acquisition recognized in the
Company’s consolidated statement of operations for year ended June 30,
2025, and
include the
expense during
the year
ended June 30,
2024. The
unaudited pro
forma net
income presented
above does not
include any cost savings or other synergies that may result from
the acquisition.
The unaudited pro forma
information as presented above
is for information purposes
only and is not indicative
of the results of
operations that would have been achieved if the acquisition had occurred on
these dates.
Since
the
closing
of
the
acquisitions,
Adumo
and
Utilities
have
contributed
aggregate
revenue
of $
48.6
million
and
net loss
attributable to
the Company,
including intangible
assets amortization
related to
assets acquired,
net of
deferred taxes,
and the
post-
combination compensation charge, of $
16.4
million.
2024 Acquisitions
April 2024 acquisition of Insights
In
April
2024
the
Company
closed
the
acquisition
of
Lesaka
Insights
Proprietary
Limited,
formerly
known
as
Touchsides
Proprietary Limited, (“Insights”). Insight
s
has been allocated to our
Merchant operating segment. The final
purchase price allocation
of the Insights acquisition, translated at the
foreign exchange rates applicable on the date
of acquisition, is provided in the
table below:
Insights
Cash and cash equivalents
$
665
Accounts receivable
788
Property, plant and equipment
1,106
Operating lease right of use asset
112
Intangible assets
33
Accounts payable
(53)
Other payables
(279)
Operating lease liability – current
(63)
Deferred income taxes liabilities
(9)
Operating lease liability - long-term
(52)
Fair value of assets and liabilities on acquisition
$
2,248
Pro
forma
results
of
operations
have
not
been
presented
because
the
effect
of
the
Insights
acquisition
is
not
material
to
the
Company. During
the year ended June 30, 2024, the Company
incurred acquisition-related expenditure of
$
0.1
million related to this
acquisition.
Since
the
closing
of
the
Insights
acquisition,
it
contributed
revenue
and
net
loss
of
$
0.9
million
and
$
0.2
million,
r
espectively, for the year ended
June 30, 2024.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-33
3.
ACQUISITIONS AND DISPOSITIONS (continued)
Transaction costs and certain compensation costs
The Company did
no
t incur any transaction costs related to the Bank Zero acquisitions during the year ended June 30, 2024. The
table below presents transaction costs incurred related to the acquisition of Adumo and Utilities,
and the proposed acquisition of Bank
Zero, as well as certain post-combination compensation costs expensed during
the years ended June 30, 2026, 2025 and 2024:
Year
ended June 30,
2026
2025
2024
Bank Zero transaction costs
$
374
$
599
$
-
Utilities transaction costs
12
410
32
Adumo transaction costs
3
1,564
2,293
Total transaction
costs
389
2,573
2,325
Utilities post-combination services expensed
-
13,586
-
Total
$
389
$
16,159
$
2,325
Dispositions
2026
Dispositions
December 2025 disposal of Humble
On
December
1,
2025,
Adumo
(RF)
Proprietary
Limited,
a wholly
-owned
subsidiary
of the
Company,
disposed
of its
entire
investment in
Humble Software
Proprietary Limited
(“Humble”) and
received
306,767
shares of
the Company’s
common stock
as
consideration. The fair value of these
306,767
shares of the Company’s common stock on December 1, 2025, was $
1.2
million. These
shares have
been included in
the Company’s
treasury shares.
The table below
presents the impact
of the deconsolidation
of Humble
and the calculation of the net loss recognized on deconsolidation:
Deconsolidation of Humble
Humble
Fair value of consideration received
$
1,211
Add carrying value of non-controlling interest on deconsolidation
47
Less: carrying value of Humble, comprising
1,988
Cash and cash equivalents
162
Accounts receivable, net
26
Inventory
10
Property, plant and equipment,
net
1
Goodwill
1,515
Intangible assets, net
63
Deferred income taxes assets
300
Accounts payable
(4)
Other payables
(58)
Income taxes payable
(1)
Released from accumulated other comprehensive income – foreign
currency translation reserve
(26)
Loss recognized on disposal, before transaction costs
(730)
Loss recognized on disposal, before tax
(730)
Taxes related to gain
recognized on disposal
-
Tax benefit related
to loss recognized on disposal
(1)
-
Release of valuation allowance
(1)
-
Loss recognized on disposal, after tax
$
(730)
(1)The Company incurred a capital loss of $
0.04
million. The Company recorded a valuation allowance of $
0.04
million related
to the capital loss generated.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-34
4.
ACCOUNTS RECEIVABLE,
net AND OTHER RECEIVABLES
and FINANCE LOANS RECEIVABLE,
net
Accounts receivable, net and other receivables
The Company’s
accounts receivable,
net, and other
receivables as of
June 30,
2026, and June
30, 2025, are
presented in the
table below:
June 30,
June 30,
2026
2025
Accounts receivable, trade, net
$
19,329
$
16,433
Accounts receivable, trade, gross
22,536
18,186
Allowance for credit losses, end of period
3,207
1,753
Beginning of period
1,753
1,241
Reversed to statement of operations
(388)
(521)
Charged to statement of operations
2,109
1,856
Write-offs
(526)
(847)
Deconsolidation
(4)
-
Foreign currency adjustment
263
24
Current portion of amount outstanding related to sale of interest in Carbon,
net of
allowance of: 2026: $
750
, 2025: $
750
-
-
Amount due from VantagePay,
net of allowance of: 2026: $
0
, 2025: $
1,500
2,010
-
Other receivables
22,426
26,092
Total accounts receivable,
net
$
43,765
$
42,525
Trade receivables include amounts
due from customers
which generally have
a very short-term
life from
date of invoice
or service
provided to settlement. The duration
is less than a year in all cases and
generally less than 30 days in many
instances. The short-term
nature
of
these
exposures
often
results
in
balances
at
month-end
that
are
disproportionately
small
compared
to
the
total
invoiced
amounts.
The
month-end
outstanding
balances
are
more
volatile
than
the
monthly
invoice
amounts
because
they
are
affected
by
operational timing issues and
the fact that a balance
is outstanding at month-end
is not necessarily an indication
of increased risk but
rather a matter of operational timing.
Current portion of amount outstanding related to sale of interest in Carbon represents the amount due from the purchaser related
to the sale of
the Company’s interest in Carbon Tech Limited (“Carbon”),
which was accounted for
as an equity-accounted investment,
of $
0.25
million, net of an allowance for doubtful loans receivable of $
0.25
million as of June 30, 2023, and an amount due related to
the sale of
the loan,
with a face
value of
$
3.0
million, which was
sold in September
2022 for
$
0.75
million, net of
an allowance for
doubtful loans
receivable of
$
0.75
million, refer
to Note 9
for additional
information. The Company
received the
outstanding $
0.25
million
related
to the
sale of
the equity
-accounted
investment in
October
2023,
and
has reversed
the allowance
for
doubtful
loans
receivable of
$
0.25
million during
the year
ended June
30, 2024.
The Company
has not
yet received
the outstanding
$
0.75
million
related to the sale of the $
3.0
million loan, and continues to engage with the purchaser to recover
the outstanding balance.
The Company previously provided
Vantage
Africa Limited (“VantagePay”)
with a working capital facility
of $
1.5
million. The
Company created an allowance for
credit losses related to
loans receivable of $
1.5
million during the year
ended June 30, 2021, related
to the full amount outstanding as of June 30, 2021. This amount was still outstanding as of June 30, 2025. In May 2026, the Company
entered
into a
binding head
of terms
agreement
with VantagePay
which outlines
the steps
to recover
the amount
outstanding.
The
Company believes
that there is
sufficient evidence
to support the
recoverability of
the amount due
from VantagePay.
The Company
recorded a reversal of the allowance for credit losses of $
1.5
million previously recognized during the
year ended June 30, 2026. The
Company also recognized outstanding interest of $
0.5
million during the year ended June 30, 2026.
O
ther receivables include prepayments, deposits, income taxes receivable and
other receivables.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-35
4.
ACCOUNTS RECEIVABLE,
net AND OTHER RECEIVABLES
and FINANCE LOANS RECEIVABLE,
net
(continued)
Finance loans receivable, net
The Company’s finance
loans receivable, net, as of June 30, 2026, and June 30, 2025, is presented in the table
below:
June 30,
June 30,
2026
2025
Microlending finance loans receivable, net
$
80,584
$
52,492
Microlending finance loans receivable, gross
85,265
56,140
Allowance for credit losses - finance loans receivable, end of period
4,681
3,648
Beginning of period
3,648
1,947
Reversed to statement of operations
-
(161)
Charged to statement of operations
7,261
4,301
Write-offs
(6,600)
(2,499)
Foreign currency adjustment
372
60
Merchant finance loans receivable, net
23,226
21,618
Merchant finance loans receivable, gross
28,664
23,214
Allowance for credit losses - finance loans receivable, end of period
5,438
1,596
Beginning of period
1,596
2,697
Reversed to statement of operations
(117)
(22)
Charged to statement of operations
3,931
2,576
Write-offs
(459)
(3,709)
Foreign currency adjustment
487
54
Total finance
loans receivable, net
$
103,810
$
74,110
Total finance
loans receivable, net, comprises
the Consumer operating
segment’s microlending
finance loans receivable related
to
the
Company’s
microlending
operations
in
South
Africa
as
well
as
its
Merchants
operating
segment’s
merchant
finance
loans
receivable lending activities in South Africa. Certain merchant finance loans receivable with an aggregate balance of $
22.5
million as
of June 30, 2026 have been pledged as security for the Company’s
revolving credit facility (refer to Note 12).
Allowance for credit losses
Microlending finance loans receivable
Microlending finance loans receivable is related to the Company’s
microlending operations in South Africa whereby it provides
unsecured short-term loans to qualifying customers. Loans to customers
have a tenor of up to
nine months
, with the majority of loans
originated having
a tenor of
six months
. The Company
analyses this lending
book as a
single portfolio
because the
loans within the
portfolio have similar characteristics and management uses similar processes to monitor and assess
the credit risk of the lending book.
Refer to Note 6 related to the Company risk management process related to
these receivables.
The Company has operated this lending book for more than
five years
and uses historical default experience over the lifetime of
loans in
order to
develop an
expected loss
rate for
the lending
book. The
allowance for
credit losses
related to
these microlending
finance loans receivables is calculated
by multiplying the expected loss
rate with the month end outstanding
lending book. Default is
defined as loans in 90 days in arrears or greater and is primarily driven by missed
or disrupted customer payments, as a result of non-
receipt
of
social
grant
income
and
broader
affordability
pressures.
Loss
outcomes
are
further
influenced
by
limited
post-default
recoveries. The Company continues to undertake recovery activity
for up to six months post
write-off; however, recoveries during this
period are minimal. After six months, collection activity ceases and recoveries
are considered negligible.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-36
4.
ACCOUNTS RECEIVABLE,
net AND OTHER RECEIVABLES
and FINANCE LOANS RECEIVABLE,
net
(continued)
Finance loans receivable, net (continued)
In June
30,
2026, the
Company
reassessed the
expected
loss rate
related
to its
microlending
allowance
for credit
losses. The
assessment
considered
the
performance
of
the
lending
portfolio,
historical
loss
experience,
portfolio
migration
trends,
sensitivity
analyses relating
to larger
loan amounts
and longer
loan terms.
Based on
this review,
the Company’s
concluded that
expected loss
rates should
be reduced
from
6.5
% to
5.5
%.
The review
indicated that,
despite the
introduction of
larger loan
amounts and
longer
repayment
terms,
the
portfolio
continued
to
perform
broadly
in
line
with
expectations
and
the
model-derived
expected
credit
loss
requirement
remained
below
the
historical
expected
loss
ratio,
including
during
periods
of
elevated
delinquency
and
operational
disruptions. The reduction in the expected loss ratio resulted in a
decrease in the allowance for credit losses of $
0.9
million (ZAR
14.0
million, translated at
exchange rates applicable as
of June 30,
2026) which is
included in the
caption selling, general and
administration
to the consolidated
statement of operations
for the year
ended June 30,
2026. The underlying
model methodology,
including the use
of historical lifetime loss experience as the foundation of the expected credit loss estimate, remained
unchanged.
The expected
loss rate as
of June
30, 2026
and 2025, was
5.50
% and
6.50
%, respectively.
The performing
component (that is,
outstanding loan payments not in arrears) of the book exceeds more than
99.0
% and
98.0
% of outstanding lending book as of June 30,
2026 and 2025, respectively.
Merchant finance loans receivable
Merchant finance loans
receivable is related
to the Company’s
Merchant lending activities
in South Africa
whereby it provides
unsecured
short-term loans
to qualifying
customers. Loans
to customers
have a
tenor of
up to
twelve months
, with
the majority
of
loans originated having a tenor of approximately
eight months
. The Company analyses this lending book as a single portfolio because
the loans within the portfolio have similar characteristics and management uses similar processes to monitor and assess the credit risk
of the lending book.
Refer to Note 6 related to the Company risk management process related to these receivables.
The Company uses historical default experience over the lifetime of
loans generated thus far in order to develop an
expected loss
rate for the lending book.
A loan is classified as being
in default where a client has
missed seven or more instalments, at
which point
a
full
allowance
for outstanding
capital and
accrued
interest is
raised
as a
top-up
to the
general
provision
level. Upon
default,
the
Company commences
recovery procedures
including the
use of
external debt
collectors, asset
attachment through
the Sheriff
of the
High Court, and judgements against
clients in both their
personal and entity capacities.
An account is
only written off once all
recovery
procedures have failed and management confirms no further recovery
is possible.
The allowance
for credit
losses related
to these
merchant
finance loans
receivables is
calculated by
adding together
(i) actual
receivables in default plus (ii) the month-end outstanding lending book multiplied by the
expected loss rate. The expected loss rate as
of June 30, 2026 and
2025, was approximately
3.21
% and
1.14
%, respectively.
The performing component (that
is, outstanding loan
payments not
in arrears),
under-performing
component (that
is, outstanding
loan payments
that are
in arrears)
and non-performing
component (that
is, outstanding
loans for
which payments
appeared to
have ceased)
of the book
represents approximately
92
%,
7
%
and
1
%, respectively, of the outstanding lending book as of June
30, 2026.
The performing component, under-performing component
and non-performing component of the book represents approximately
95
%,
4
% and
1
%, respectively, of the outstanding lending book
as of June 30, 2025.
5.
INVENTORY
The Company’s inventory
comprised the following categories as of June 30, 2026, and 2025.
June 30,
June 30,
2026
2025
Raw materials
$
2,378
$
2,963
Work in progress
204
293
Finished goods
17,531
20,295
$
20,113
$
23,551
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-37
6.
FAIR VALUE
OF FINANCIAL INSTRUMENTS
Fair value of financial instruments
Initial recognition and measurement
Financial instruments
are recognized
when the
Company becomes
a party
to the
transaction. Initial
measurements are
at cost,
which includes transaction costs.
Risk management
The Company manages its exposure
to currency exchange, translation, interest rate,
credit, microlending credit and equity price
and liquidity risks as discussed below.
Currency exchange risk
The Company is subject to currency exchange risk because it purchases components
for its vaults, that the Company assembles,
and inventories
that it is
required to
settle in other
currencies, primarily
the euro, renminbi,
and U.S. dollar.
The Company
has used
forward contracts in order to limit its
exposure in these transactions to fluctuations
in exchange rates between the South African
rand
(“ZAR”), on the one hand, and the U.S. dollar and the euro, on the other hand.
Translation risk
Translation risk relates to
the risk that
the Company’s results of operations
will vary significantly
as the U.S.
dollar is its
reporting
currency,
but it earns a
significant amount of its
revenues and incurs a
significant amount of its
expenses in ZAR. The
U.S. dollar to
the ZAR
exchange rate
has fluctuated
significantly over
the past
three years.
As exchange
rates are
outside the
Company’s
control,
there can be no
assurance that future fluctuations will
not adversely affect the Company’s results of operations and
financial condition.
Interest rate risk
As a result of its
normal borrowing activities, the Company’s operating results are exposed to fluctuations in
interest rates, which
it manages primarily through its
financing activities. In May
2026, the SARB increased the
repurchase rate by 25
basis points to 7.00%
against a backdrop of heightened inflation risks, including
higher oil and fuel prices
associated with the ongoing conflict in the
Middle
East. The SARB subsequently maintained
the repurchase rate at 7.00% in July 2026. Inflation
risks nevertheless remain elevated and
further increases in interest rates remain possible should inflationary
pressures persist or intensify.
Accordingly,
assuming no changes
in the margins
applicable to the
Company’s
borrowings (refer to
Note 12) or
the amount of
borrowings outstanding,
an increase
in benchmark
interest rates
would result
in a
corresponding increase
in the
Company’s
cost of
borrowing.
The
Company
periodically
evaluates
the
cost
and
effectiveness
of
interest
rate
hedging
strategies
to
manage
this
risk.
The
Company
generally
maintains
surplus
cash
in
cash
equivalents
and
held-to-maturity
investments
and
has
occasionally
invested
in
marketable securities.
Credit risk
Credit
risk
relates
to
the
risk
of
loss
that
the
Company
would
incur
as
a
result
of
non-performance
by
counterparties.
The
Company
maintains
credit
risk
policies
in
respect
of
its
counterparties
to
minimize
overall
credit
risk.
These
policies
include
an
evaluation
of
a
potential
counterparty’s
financial
condition,
credit
rating,
and
other
credit
criteria
and
risk
mitigation
tools
as
the
Company’s
management deems
appropriate.
With
respect to
credit risk
on certain
financial instruments,
the Company
maintains a
policy of entering
into such transactions only
with South African
and European financial
institutions that have
a credit rating
of “B”
(or its equivalent) or better, as determined by
credit rating agencies such as Standard & Poor’s, Moody’s
and Fitch Ratings.
Consumer microlending credit
risk
The Company
is exposed
to credit
risk in
its Consumer
microlending activities,
which provides
unsecured short-term
loans to
qualifying customers.
Credit bureau
checks as
well as
an affordability
test are
conducted as
part of
the origination
process, both
of
which are in line with local regulations. The Company considers this
policy to be appropriate because the affordability test it
performs
takes into account
a variety of
factors such
as other debts
and total expenditures
on normal household
and lifestyle expenses.
Additional
allowances
may
be required
should the
ability of
its customers
to make
payments when
due
deteriorate
in the
future. Judgment
is
required to assess
the ultimate recoverability
of these finance
loan receivables, including
ongoing evaluation
of the creditworthiness
of each customer.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-38
6.
FAIR VALUE
OF FINANCIAL INSTRUMENTS (continued)
Risk management (continued)
Merchant lending
The Company maintains an allowance for
doubtful finance loans receivable related to
its Merchant services segment with
respect
to short-term loans to qualifying merchant customers. The
Company’s risk management procedures include adhering to its proprietary
lending criteria which uses
an online-system loan application
process, obtaining necessary customer transaction-history
data and credit
bureau checks.
The Company considers
these procedures
to be appropriate
because it takes
into account
a variety of
factors such as
the customer’s credit capacity and customer-specific
risk factors when originating a loan.
Equity price and liquidity risk
Equity price risk relates to the risk of loss that the Company would incur as a result of the volatility in the exchange-traded price
of equity
securities that
it holds
from time
to time.
The market
price of
these securities
may fluctuate
for a
variety of
reasons and,
consequently,
the
amount
that
the
Company
may
obtain
in
a
subsequent
sale of
these
securities
may
significantly
differ
from
the
reported market value.
Equity liquidity risk
relates to the risk
of loss that the
Company would incur as
a result of the
lack of liquidity on
the exchange
on
which
those
securities
are
listed.
The
Company
may
not be
able
to
sell some
or
all
of
these
securities
at
one
time,
or
over
an
extended period of time without influencing the exchange-traded price,
or at all.
Financial instruments
Fair value
is defined
as the price
that would
be received
upon sale
of an
asset or
paid upon
transfer of
a liability
in an orderly
transaction between
market participants
at the
measurement date
and in
the principal
or most
advantageous market
for that
asset or
liability. The
fair value should be calculated based
on assumptions that market participants
would use in pricing the asset
or liability,
not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk
including the Company’s own credit
risk.
Fair value measurements and inputs are categorized into a
fair value hierarchy which prioritizes the inputs into
three levels based
on the
extent to which
inputs used
in measuring
fair value
are observable
in the
market. Each fair
value measurement
is reported in
one of the three levels which is determined by the lowest level input that is significant
to the fair value measurement in its entirety.
These levels are:
Level 1 – inputs are based upon unadjusted quoted prices for identical instruments
traded in active markets.
Level 2 – inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar
instruments in
markets that
are not
active, and
model-based valuation
techniques for
which all
significant assumptions
are
observable
in the
market or
can be
corroborated
by observable
market
data for
substantially the
full term
of the
assets or
liabilities.
Level
3
inputs
are
generally
unobservable
and
typically
reflect
management’s
estimates
of
assumptions
that
market
participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques
that include option pricing models, discounted cash flow models, and
similar techniques.
The following
section describes
the valuation
methodologies the
Company uses
to measure
its significant
financial assets
and
liabilities at fair value.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-39
6.
FAIR VALUE
OF FINANCIAL INSTRUMENTS (continued)
Financial instruments (continued)
Asset measured at fair value using significant observable inputs – investment in MobiKwik
The Company’s
disposed of its entire holding,
comprising
6,215,620
equity shares, in MobiKwik in
late June 2025. MobiKwik
listed on the National Stock
Exchange of India (“NSE”) on December
18, 2024. Up until its listing
MobiKwik did not have a
readily
determinable fair
value and
the Company
elected to
measure its
investment in
MobiKwik at
cost minus
impairment, if
any,
plus or
minus changes
resulting from
observable price
changes in
orderly transactions
for the
identical or
a similar
investment of
the same
issuer (“cost plus or minus changes
in observable prices equity securities”).
From the date of MobiKwik’s
listing, the Company used
MobiKwik’s closing price reported on
the NSE on the last trading day related to last day of each of the Company’s external reporting
periods
through
March
31,
2025
to
determine
the
fair
value
of
the
equity
securities
owned
by
the
Company.
Refer
to
Note
9
for
additional information.
Asset measured at fair value using significant unobservable inputs – investment
in Cell C
The Company
held
75,000,000
class “A” shares
in Cell
C Limited
(“Cell C”), a
significant mobile
telecoms provider
in South
Africa.
In November 2025,
Cell C completed a
restructuring process in anticipation
of its listing on
the securities exchange
operated
by the JSE Limited. Under this process, a new holding company,
Cell C Holdings Limited (“Cell C Listco”), was established for Cell
C, with a transaction
step including the transfer
of shares in Cell
C by its existing
shareholders to Cell C
Listco in exchange
for Cell
C Listco issuing shares to
the existing Cell C shareholders
(the “Flip-up”). The
Company exchanged its
75,000,000
class “A” shares
in Cell C for
76,590
shares in Cell C Listco. Cell C Listco listed on November 23, 2025.
On October 31, 2025, in considering the proposed restructure
and listing of Cell C Listco, Lesaka SA entered into an agreement
with The
Prepaid Company
Proprietary Limited
(“TPC”) to
dispose of
its shares
in Cell
C (or,
after the
Flip-up is
implemented, its
shares in Cell C Listco)
(“Relevant Shares”), if certain conditions were met. Under the terms of the agreement,
if:
the listing
occurred by
November 30,
2025, and
the value
of Lesaka
SA’s
shares in
Cell C
was less
than ZAR
50
million,
then Lesaka SA could choose to either hold the shares, or sell the Relevant Shares to TPC for a purchase price equal to ZAR
50
million; or
the listing did
not occur by
November 30, 2025
(or, earlier
than this date,
it is determined
that the listing
will not proceed),
then Lesaka SA
could sell the Relevant
Shares to TPC for
ZAR
35
million. If, after
this sale and before
April 30, 2026, the
Listing occurs and the
list price per share
(“A”) is more than the
price paid to Lesaka
SA per Relevant Share
(the aggregate
ZAR
35
million) (“B”), then TPC shall pay an amount equal to the difference between A and B, multiplied by the number of
Relevant Shares to Lesaka SA as a top-up to the purchase consideration.
The value of Lesaka SA’s
shares in Cell C Listco was less than ZAR
50
million on listing and Lesaka SA elected to sell its Cell
C Listco shares to TPC for ZAR
50
million ($
3.0
million) and received the cash proceeds in December 2025.
The
Company’s
Level
3
asset
represented
an
investment
of
75,000,000
class
“A”
shares
in
Cell
C.
The
Company
used
a
discounted cash
flow model
developed by
the Company
to determine
the fair value
of its
investment in
Cell C as
of June
30, 2025,
and valued Cell C
at $
0.0
(zero) as of June
30, 2025. The Company
assumed that Cell C’s
deferred tax assets would
be utilized over
the forecast period. The Company has assumed a marketability discount of
15
% as of June 2025 and a minority discount of
17
%. The
Company utilized the latest business plan provided
by Cell C management for the period ended May 31, 2030,
for the June 30, 2025,
valuation.
The following key valuation inputs were used as of June 30, 2025:
Weighted Average
Cost of Capital ("WACC"):
24
%
Long-term growth rate:
4.5
%
Marketability discount:
15
%
Minority discount:
17
%
Net adjusted external debt - June 30, 2025:
(1)
ZAR
8.3
billion ($
0.5
billion), no lease liabilities included
(1) translated from ZAR to U.S. dollars at exchange rates applicable as of
June 30, 2025.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-40
6.
FAIR VALUE
OF FINANCIAL INSTRUMENTS (continued)
Financial instruments (continued)
Derivative transactions - Foreign exchange contracts
As part
of the
Company’s
risk management
strategy,
the Company
enters into
derivative transactions
to mitigate
exposures to
foreign
currencies
using
foreign
exchange
contracts. These
foreign
exchange
contracts
are
over-the-counter
derivative
transactions. Substantially all of the Company’s derivative exposures are with counterparties that have long-term credit ratings of “B”
(or equivalent)
or better.
The Company
uses quoted
prices in
active markets
for similar
assets and liabilities
to determine
fair value
(Level 2). The
Company has
no derivatives
that require
fair value
measurement under
Level 1,
Level 2
or Level
3 of
the fair
value
hierarchy.
The Company had
no
outstanding foreign exchange contracts as of June 30, 2026 and June 30,
2025, respectively.
The following table presents the
Company’s assets measured
at fair value on a recurring basis as of
June 30, 2026, according to
the fair value hierarchy:
Quoted Price in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
Assets
Related to insurance business:
$
$
$
$
Mutual fund (included in cash,
cash equivalents and restricted
cash)
-
3,688
-
3,688
Cash, cash equivalents and
restricted cash (included in other
long-term assets)
141
-
-
141
Mutual fund
(included in other
long-term assets)
-
4,598
-
4,598
Total assets at fair value
$
141
$
8,286
$
-
$
8,427
The following table presents the Company’s
assets measured at fair value on a recurring basis as of
June 30, 2025, according to
the fair value hierarchy:
Quoted Price in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
Assets
Investment in Cell C
$
-
$
-
$
-
$
-
Related to insurance business
Cash and cash equivalents
(included in other long-term
assets)
125
-
-
125
Fixed maturity investments
(included in cash and cash
equivalents)
4,739
-
-
4,739
Total assets at fair value
$
4,864
$
-
$
-
$
4,864
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-41
6.
FAIR VALUE
OF FINANCIAL INSTRUMENTS (continued)
Financial instruments (continued)
During
the year
ended
June 30,
2026,
the
Company
transferred
its investment
in
Cell C
Listco
out
of
Level 3
following
the
disposal of these
equity securities. During
the year ended
June 30, 2026,
the Company recorded
an increase in
the carrying value
of
its investment in Cell C Listco prior to the disposal of these equity securities. There have been
no
transfers in or out of Level 3 during
the year ended June 30, 2025. There was
no
movement in the carrying value of assets measured at fair value on a recurring basis, and
categorized within Level 3, during the year ended June 30, 2025.
Summarized below is
the movement in the carrying
value of assets measured
at fair value on a
recurring basis, and categorized
within Level 3, during the year ended June 30, 2026:
Carrying value
Assets
Balance as of June 30, 2025
$
-
Gain on fair value re-measurement
2,971
Disposal of investment in Cell C
(2,971)
Foreign currency adjustment
(1)
-
Balance as of June 30, 2026
$
-
(1) The
foreign currency
adjustment represents
the effects
of the fluctuations
of the South
African rand
against the
U.S. dollar
on the carrying value.
Summarized below is the movement in the carrying value of
assets and liabilities measured at fair value on a recurring
basis, and
categorized within Level 3, during the year ended June 30, 2025:
Carrying value
Assets
Balance as at June 30, 2024
$
-
Foreign currency adjustment
(1)
-
Balance as of June 30, 2025
$
-
(1) The
foreign currency
adjustment represents
the effects
of the fluctuations
of the South
African rand
against the
U.S. dollar
on the carrying value.
Trade, finance loans and other receivables
Trade, finance loans and other receivables originated by the Company are
stated at cost less allowance for credit losses. The fair
value of trade, finance loans and other receivables approximates their carrying
value due to their short-term nature.
Trade and other payables
The fair values of trade and other payables approximates their carrying amounts, due
to their short-term nature.
Assets and liabilities measured at fair value on a nonrecurring basis
The Company
measures equity
investments without
readily determinable
fair values
at fair
value on
a nonrecurring
basis. The
fair values of
these investments are
determined based on
valuation techniques using
the best information
available, and may
include
quoted market prices, market comparables, and discounted cash flow
projections. An impairment charge is recorded when the cost
of
the
asset
exceeds
its
fair
value
and
the
excess
is
determined
to
be
other-than-temporary.
Refer
to
Note
9
for
impairment
charges
recorded during the
reporting periods presented
herein. The Company
has
no
liabilities that
are measured at
fair value
on a
nonrecurring
basis.
Long-term borrowings
The fair value of long-term borrowings approximates its carrying amounts
because they represent the carrying amounts of
variable-rate borrowings that are reset quarterly.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-42
7.
PROPERTY,
PLANT AND EQUIPMENT,
net
Summarized below
is the cost,
accumulated depreciation
and carrying amount
of property,
plant and
equipment as of
June 30,
2026 and 2025:
June 30,
June 30,
2026
2025
Cost
Vaults
$
41,427
$
33,276
Computer equipment
(A)
60,214
52,047
Furniture and office equipment
11,141
9,723
Motor vehicles
7,053
4,873
Plant and machinery
143
91
119,978
100,010
Accumulated depreciation:
Vaults
17,806
11,911
Computer equipment
(A)
39,935
34,158
Furniture and office equipment
8,130
7,225
Motor vehicles
3,815
1,747
Plant and machinery
80
45
69,766
55,086
Carrying amount:
Vaults
23,621
21,365
Computer equipment
20,279
17,889
Furniture and office equipment
3,011
2,498
Motor vehicles
3,238
3,126
Plant and machinery
63
46
$
50,212
$
44,924
(A) Cost and accumulated
depreciation for computer equipment
and totals for cost and
accumulated depreciation as of
June 30,
2025, have each been increased by $
6.5
million to correct the error discussion in Note 1.
8.
LEASES
The
Company
has
entered into
leasing
arrangements
classified
as operating
leases under
accounting
guidance.
These leasing
arrangements
relate primarily
to the
lease of
its corporate
head
office,
administration
offices,
a manufacturing
facility,
and branch
locations through which the
Company operates its financial services
business in South Africa.
The Company’s
operating leases have
a remaining
lease term
of between
one year
to
ten years
. The
Company
also operates
parts of
its financial
services
business from
locations which it leases for a period of less than
one year
.
The Company’s
operating lease expense
during the years
ended June 30,
2026, 2025 and
2024, was $
5.9
million, $
4.8
million,
and $
3.2
million, respectively. The Company does
not have any
significant leases that
have not commenced as
of June 30,
2026, except
for a new regional office in Cape Town
,
Western Cape, South Africa
(refer below).
The Company
has entered into
short-term leasing
arrangements, primarily
for the lease
of branch
locations and other
locations
to operate
its financial
services business
in South
Africa.
The Company’s
short-term lease
expense during
the years
ended June
30,
2026, 2025 and 2024, was $
1.9
million, $
4.7
million and $
3.6
million, respectively.
New corporate head office and other leases obtained
In December
2025, the
Company,
through Lesaka
SA, entered
into a
leasing arrangement
for
a new
corporate head
office
in
Dunkeld,
Gauteng, South
Africa with
Oxford Parks
Proprietary Limited,
a limited
liability private
company incorporated
in South
Africa. The lease
commenced on July
1, 2026 and
is for a
period of
10 years
with
two
renewal options of
five years
each. The Company
secured beneficial
occupation from
April 1,
2026, and
recorded a
ROU asset
and an
operating lease
liability related
to this
lease in
April 2026 upon
taking beneficial occupation.
The Company was
required to provide
a bank guarantee
or cash totaling
$
0.5
million
(ZAR
7.5
million, translated
at exchange
rates applicable
as of
June 30,
2026) to
the lessor
and on
May 29,
2026, it
procured
and
delivered a bank guarantee
to the lessor. The
Company expects to
pay an annual
basic lease expense
of $
1.5
million (ZAR
25.1
million,
translated at exchange rates applicable as of June 30, 2026), which increases
by
6.25
% per annum.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-43
8.
LEASES (continued)
New corporate head office and other leases obtained (continued)
In April 2026,
the Company,
through Lesaka SA,
entered into a
binding offer
to lease for a
new regional office
in Cape Town,
Western
Cape,
South
Africa
with
Growthpoint
Securitisation
Warehouse
Trust,
a
trust
incorporated
in
South
Africa.
The
lease
commences on October 1, 2026 and is for a
period of
10 years
. The Company secured beneficial occupation from August 1, 2026, and
recorded
a ROU
asset and
an
operating
lease liability
related
to this
lease
in August
2026
upon taking
beneficial occupation.
The
Company expects to
pay an annual basic
lease expense of $
0.7
million (ZAR
11.3
million, translated at exchange
rates applicable as
of June 30, 2026), which increases by
7.50
% per annum.
Impairment of previous corporate head office
lease and other leases
In March 2026, the
Company determined that its
existing operating lease arrangements
for its corporate head
office and certain
related
leased
facilities
will no
longer
be
utilized
as originally
intended
as a
result
of
the
new
lease
arrangement
and
the
planned
transition of its corporate
head office and other
operating activities to the
new premises. In June
2026, the Company determined
that
other
existing
operating
lease
arrangements,
primarily
in
Cape
Town,
for
leased
facilities
will
no
longer
be
utilized
as
originally
intended
as
a
result
of
the
new
lease
arrangement
concluded
in
April
2026.
Accordingly,
the
Company
identified
indicators
of
impairment for these related ROU assets and certain items of property,
plant and equipment during the year ended June 30, 2026.
The
Company
evaluated
the
impacted
ROU
assets
for
impairment
in
March
2026
and
again
in
June
2026.
The
asset groups
consisted of operating lease
ROU assets and related leasehold
improvements associated with the
affected locations as well
as certain
items of property,
plant and equipment, including
furniture and office
equipment. The recoverability
tests indicated that the
carrying
amounts of these asset groups
were not recoverable, as
the undiscounted future cash flows
were insufficient to
recover their carrying
values.
The
Company
initially
measured
these
operating
lease
ROU
assets
and
related
leasehold
improvements
at
fair
value
on
a
non-recurring basis during
the nine months ended
March 31, 2026, as
a result of impairment.
In June 2026, the
Company reassessed
the initial measurement
of the fair
value exercises
performed in
March 2026,
and remeasured the
fair value
of these
operating lease
ROU assets and related
leasehold improvements
at fair value
using updated information
as of June 30,
2026. The Company
updated
its inputs
for the
remaining lease
terms, expected
sublease income
and market
rental rates
with current
information available
as of
June 30, 2026. The
Company also measured
other operating lease ROU
assets and related leasehold
improvements at fair value
on a
non-recurring
basis
during
the
three
months
ended
June
30,
2026,
as
a
result
of
impairment.
These
fair
value
measurements
are
classified
within
Level
3
of
the
fair
value
hierarchy.
Fair
value
was
estimated
using
a
discounted
cash
flow
methodology,
which
incorporates significant
unobservable inputs,
including assumptions
related to remaining
lease terms, expected
sublease income
and
market rental rates.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-44
8.
LEASES (continued)
As a result, the
Company recorded an
impairment charge of $
2.6
million during the
year ended June 30,
2026, representing the
excess of
the carrying
amount of
the affected
ROU assets
and related
leasehold improvements
over their
estimated fair
value.
The
impairment charge
is included
in the
caption impairment
loss (refer
to Note
10) in
the consolidated
statement of
operations for
the
year ended June 30, 2026. The impairment did not impact the related
operating lease liabilities.
The following
table presents
supplemental
balance sheet
disclosure related
to our
right-of-use assets
and our
operating leases
liabilities as of June 30, 2026 and 2025:
June 30,
June 30,
2026
2025
Right-of-use assets obtained in exchange for lease obligations
Weighted average
remaining lease term (years)
6.59
2.84
Weighted average
discount rate
10.1
%
9.8
%
Maturities of operating lease liabilities
2027
$
6,946
2028
5,413
2029
3,693
2030
3,252
2031
2,760
Thereafter
12,396
Total undiscounted
operating lease liabilities
34,460
Less imputed interest
10,714
Total operating lease liabilities,
included in
23,746
Operating lease liability - current
4,408
Operating lease liability - long-term
$
19,338
9.
EQUITY-ACCOUNTED
INVESTMENTS AND OTHER LONG-TERM ASSETS
Equity-accounted investments
The Company’s ownership percentage
in its equity-accounted investments as of June 30, 2026 and 2025, was as follows:
June 30,
June 30,
2026
2025
Sandulela Technology
Proprietary Limited ("Sandulela")
49
%
49
%
SmartSwitch Namibia (Pty) Ltd (“SmartSwitch Namibia”)
50
%
50
%
SmartSwitch Namibia
The Company recorded
a loss
on impairment of
equity-accounted investment of
$
0.6
million during the
nine months ended
March
31, 2026, which primarily includes the release of accumulated other
comprehensive loss (refer to Note 15).
Finbond
In December
2023, the
Company sold
its entire
remaining equity
interest in
Finbond which
comprised of
220,523,358
shares,
and which represented approximately
27.8
% of Finbond’s issued and
outstanding ordinary shares immediately
prior to the
sale. Lesaka
SA had pledged, among other things, its entire equity interest in Finbond
as security for its previous South African facilities.
Sale of Finbond shares during the year ended
June 30, 2024
On
August
10,
2023,
the
Company,
through
its
wholly
owned
subsidiary
Net1
Finance
Holdings
(Pty)
Ltd,
entered
into
an
agreement with Finbond to sell its remaining shareholding to Finbond for a cash consideration of ZAR
64.2
million ($
3.5
million), or
ZAR
0.2911
per share. The transaction closed in December 2023. The Company did
no
t record a gain or loss on the disposal because
the sale
proceeds were
equivalent to
the net
carrying value,
including accumulated
reserves, of
the investment
in Finbond
as of
the
disposal
date.
The
cash
proceeds
received
of
ZAR
64.2
million
($
3.5
million)
were
used
to
repay
capitalized
interest
under
our
b
orrowing facilities, refer to Note 12.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-45
9.
EQUITY-ACCOUNTED
INVESTMENTS AND OTHER LONG-TERM ASSETS (continued)
Equity-accounted investments (continued)
Finbond (continued)
Sale of Finbond shares during the year ended
June 30, 2024 (continued)
The following table presents the calculation of the loss on disposal of Finbond shares
during the year ended June 30, 2024:
Year
ended
June 30,
2024
Loss on disposal of Finbond shares:
Consideration received in cash
$
3,508
Less: carrying value of Finbond shares sold
(2,112)
Less: release of foreign currency translation reserve from accumulated other
comprehensive loss
(1,543)
Add: release of stock-based compensation charge related
to equity-accounted investment
147
Loss on sale of Finbond shares
$
-
Finbond impairments
recorded during
the year ended June 30, 2024
The Company performed an impairment assessment of its holding in Finbond, including the foreign currency translation reserve
and other equity
account amounts, as
of September
30, 2023. The
Company recorded
an impairment
loss of $
1.2
million during the
quarter ended September
30, 2023, which
represented the difference
between the determined
fair value of
the Company’s
interest in
Finbond and the Company’s carrying value, including the foreign currency translation reserve (before the impairment). The Company
used the
price of
ZAR
0.2911
referenced in
the August
2023 agreement
referred to
above to
calculate the
determined fair
value for
Finbond.
Carbon
In September 2022, the Company
entered into a binding term sheet to
sell its entire interest, or
25
%, in Carbon for $
0.5
million
and a
loan due from
Carbon, with a
face value of
$
3
million, for $
0.75
million. Both
the equity
interest and
the loan had
a carrying
value of
$
0
(zero) at June
30, 2022.
The Company
received $
0.25
million on closing
and the outstanding
balance due by
Etobicoke
was expected to be paid
as follows: (i) $
0.25
million on September 30,
2023 (the amount was received
in October 2023), and (ii)
the
remaining
amount, of
$
0.75
million in
March 2024
(the amount
has not
been received
as of
June 30,
2026 (refer
to Note
4)). The
Company
has
allocated
the $
0.25
million
received
on closing
to the
sale of
the
equity interest
and
allocated
the subsequent
funds
received first to the sale of the equity interest and then to the loans.
The Company
believed that
the fair value
of the Carbon
shares provided
as security was
$
0
(zero), which
was in line
with the
carrying value as
of June 30, 2022,
and created an allowance
for doubtful loans receivable
related to the $
1.0
million previously due
from Etobicoke.
The Company
did not
incur any significant
transaction costs.
The Company
has included
the gain of
$
0.25
million
related to the sale of the Carbon equity interest in the caption net
gain on disposal of equity-accounted investments in the Company’s
c
onsolidated statements of operations.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-46
9.
EQUITY-ACCOUNTED
INVESTMENTS AND OTHER LONG-TERM ASSETS (continued)
Equity-accounted investments (continued)
Summarized
below is
the movement
in equity-accounted
investments during
the years
ended June
30, 2026
and 2025,
which
includes the investment in equity and the investment in loans provided
to equity-accounted investees:
Other
(1)
Total
Investment in equity
Balance as of June 30, 2024
$
206
$
206
Comprehensive income:
114
114
Other comprehensive income
-
-
Equity accounted earnings
114
114
Share of net income
114
114
Dividends received
(96)
(96)
Sale of shares in equity-accounted investment
(507)
(507)
Equity-accounted investment acquired in business combination (Note
3)
477
477
Foreign currency adjustment
(2)
5
5
Balance as of June 30, 2025
199
199
Comprehensive income:
215
215
Other comprehensive income
-
-
Equity accounted earnings
215
215
Share of net income
215
215
Dividends received
(105)
(105)
Impairment
(34)
(34)
Foreign currency adjustment
(2)
20
20
Balance as of June 30, 2026
$
295
$
295
(1) Includes Sandulela and SmartSwitch Namibia;
(2) The foreign currency
adjustment represents the
effects of the fluctuations
of the ZAR and
Namibian dollar, against
the U.S.
dollar on the carrying value.
Other long-term assets
Summarized below is the breakdown of other long-term assets as of June 30,
2026, and June 30, 2025:
June 30,
June 30,
2026
2025
Total equity investments
$
450
$
-
Investment in
10
% of Cowdi at fair value and loan
(1)
450
-
Investment in Cell C (June 30, 2025:
5
%) at fair value (Note 6)
(2)
-
-
Investment in
87.50
% of CPS (June 30, 2025:
87.50
%) at fair value
(1)(3)
-
-
Insurance investments
4,598
-
Policy holder assets under investment contracts (Note 11)
141
125
Reinsurance assets under insurance contracts (Note 11)
2,416
1,837
Other long-term assets
2,092
1,847
Total other long-term
assets
$
9,697
$
3,809
(1) The Company
determined that Cowdi
and CPS do
not have readily
determinable fair values
and therefore elected
to record
its investments at cost
minus impairment, if any, plus or
minus changes resulting from
observable price changes in orderly
transactions
for the identical or a similar investment of the same issuer.
(2) The Company disposed of its entire shareholding in Cell C in December 2025,
refer to Note 6 for additional information.
(3) On October 16, 2020, the
High Court of South Africa, Gauteng Division,
Pretoria ordered that Cash Paymaster Services (Pty)
Ltd (“CPS”) be placed into liquidation.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-47
9.
EQUITY-ACCOUNTED
INVESTMENTS AND OTHER LONG-TERM ASSETS (continued)
Other long-term assets (continued)
Cowdi
During the year ended June 30, 2026, the
Company invested $
0.3
million to acquire a
10
% interest in Cowdi Limited (“Cowdi”),
an entity
incorporated
in England
and Wales,
with operations
through
a Kenyan
wholly-owned subsidiary
offering
digital loans
to
customers in that country. The Company also extended a $
0.75
million credit facility to Cowdi and they withdraw $
0.2
million during
the year ended
June 30, 2026. Cowdi
had utilized $
0.2
million of the
facility as of
June 30, 2026,
and this amount was
repaid in full
in July 2026.
MobiKwik
The Company
signed a
subscription agreement
with MobiKwik,
which is
one of
India’s
largest independent
mobile payments
networks and buy now
pay later businesses.
Pursuant to the
subscription agreement, the Company agreed
to make an
equity investment
of up to $
40.0
million in MobiKwik over a
24
-month period. The Company made an
initial $
15.0
million investment in August 2016
and a
further
$
10.6
million investment
in June
2017,
under this
subscription
agreement.
During the
year ended
June 30,
2019,
the
Company
paid
$
1.1
million
to
subscribe
for
additional
shares
in
MobiKwik.
The
Company
owned
6,215,620
equity
shares
in
MobiKwik, which as of June 30, 2024, represented approximately
10
% of MobiKwik’s issued share capital.
Refer to 6 for additional
information regarding the determination
of the fair value of
Company’s investment
in MobiKwik. The
Company disposed
of its
entire equity
interest in
MobiKwik for
$
16.4
million during
the year ended
June 30,
2025, and
recorded a
loss of $
59.8
million. This loss comprised
of (i) fair value
adjustments to decrease the
carrying value of its
investment by $
54.2
million
from $
76.3
million as of June 30, 2024, to $
22.1
million as of March 31, 2025, and (ii) a further loss $
5.6
million upon disposal in the
fourth quarter of
fiscal 2025. The
loss is included
in the
caption “Change in
fair value of
equity securities” in
the consolidated statement
of operations for the year ended June 30, 2025.
The
Company
did
not
identify any
observable
transactions
during
the year
ended
June 30,
2024,
and
therefore
there was
no
change in
the fair
value of
MobiKwik during
that year.
During the
year ended
June 30,
2021, MobiKwik
entered into
a number
of
separate agreements
with new
shareholders to
raise additional
capital through
the issuance
of additional
shares. The
Company used
the valuation
from MobiKwik’s
June 2021
capital raise
as the
basis for
its fair
value determination
of $
76.3
million as
of June
30,
2024.
Cell C
On
August
2,
2017,
the
Company,
through
its
subsidiary,
Net1SA,
purchased
75,000,000
class
“A”
shares
of
Cell
C
for
an
aggregate purchase price of ZAR
2.0
billion ($
151.0
million) in cash. The Company funded the transaction through
a combination of
cash and a borrowing facility. Net1 SA has pledged, among other things, its entire equity interest in Cell
C as security for the previous
South African
facilities described
in Note 12.
On September 30,
2022, Cell C
completed its
recapitalization process
which included
the issuance of additional equity instruments by Cell C. The Company’s effective
percentage holding in Cell C’s equity reduced from
15
% to
5
% following the recapitalization. The Company’s investment in Cell C was carried at fair value as of June 30, 2025. Refer to
Note 6 for additional information regarding changes in the fair value of Cell C.
CPS
The Company
deconsolidated
its investment
in CPS
in May
2020. As
of June
30, 2026
and 2025,
respectively,
the Company
owned
87.5
% of CPS’ issued share capital.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-48
9.
EQUITY-ACCOUNTED
INVESTMENTS AND OTHER LONG-TERM ASSETS (continued)
Other long-term assets (continued)
Summarized below
are the components
of the Company’s
equity securities
without readily
determinable fair
value and held
to
maturity investments as of June 30, 2026:
Cost basis
Unrealized
holding gains
Unrealized
holding losses
Carrying
value
Equity securities:
Investment in Cowdi
$
250
$
-
$
-
$
250
Investment in CPS
-
-
-
-
Total
$
250
$
-
$
-
$
250
Summarized below are the components of the Company’s
equity securities without readily determinable fair value and held to
maturity investments as of June 30, 2025:
Cost basis
Unrealized
holding gains
Unrealized
holding losses
Carrying
value
Equity securities:
Investment in CPS
$
-
$
-
$
-
$
-
Held to maturity:
Investment in Cedar Cellular notes
-
-
-
-
10.
GOODWILL AND INTANGIBLE
ASSETS,
net
Goodwill
Summarized below is the movement in the carrying value of goodwill
for the years ended June 30, 2026, 2025 and 2024:
Gross value
Accumulated
impairment
Carrying value
Balance as of July 1, 2023
$
152,619
$
(18,876)
$
133,743
Foreign currency adjustment
(1)
5,280
(472)
4,808
Balance as of June 30, 2024
157,899
(19,348)
138,551
Impairment loss
-
(17,041)
(17,041)
Acquisitions (Note 3)
(2)
76,114
-
76,114
Foreign currency adjustment
(1)
2,096
(325)
1,771
Balance as of June 30, 2025
236,109
(36,714)
199,395
Impairment loss
-
(388)
(388)
Acquisition (Note 3)
(3)
1,586
-
1,586
Deconsolidation of Humble (Note 3)
(1,515)
-
(1,515)
Foreign currency adjustment
(1)
18,770
(2,550)
16,220
Balance as of June 30, 2026
$
254,950
$
(39,652)
$
215,298
(1) – The foreign currency adjustment represents the effects of the fluctuations between the South African Rand against the U.S.
dollar on the carrying value.
(2) – Represents goodwill
arising from the acquisition
of Adumo, Utilities, Lesaka
Nam and Lesaka Fuel
Software and translated
at the foreign
exchange rates applicable
on the date
the transactions became
effective. This goodwill
has been allocated
to the Merchant
(a
portion
Adumo,
Lesaka
Nam
and
Lesaka
Fuel
Software),
Consumer
(a
portion
of
Adumo)
and
Enterprise
(Utilities)
reportable
operating segments.
(3) – Represents goodwill arising from the acquisition
of MobileMart and translated at the foreign exchange rates applicable
on
the date the transactions became effective. This goodwill has been
allocated to the Enterprise reportable operating segment.
Goodwill associated with
the acquisitions represents the
excess of cost
over the fair value
of net assets
acquired. Goodwill arising
from
these
acquisitions
is not
deductible
for
tax
purposes.
See
Note
3
for
the
allocation
of
the
purchase
price
to
the fair
value
of
a
cquired net assets.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-49
10.
GOODWILL AND INTANGIBLE
ASSETS,
net (continued)
Goodwill (continued)
Impairment loss
The Company assesses the carrying
value of goodwill for impairment
annually, or
more frequently,
whenever events occur and
circumstances change indicating
potential impairment. The Company
performs its annual impairment
test as at June 30
of each year.
The Company did not perform a qualitative assessment during the years ended June 30, 2026, 2025 and 2024, respectively.
Except as
discussed below, no goodwill
has been impaired during the years ended June 30, 2026, 2025 and 2024, respectively.
In order to determine the amount of
the goodwill impairments, the estimated fair value of
our reporting units’ business assets and
liabilities were compared to the carrying value of
their assets and liabilities. The Company
used a discounted cash flow model in
order
to determine the
fair value
of the
businesses (this is
a Level-3 fair
value measurement). Based
on this
analysis, the Company
determined
that the carrying value of the reporting units’ business assets and liabilities exceeded
their fair value at the reporting date.
In
determining
the
fair
value
of
the
reporting
units,
the
Company
considered
key
judgements
related
to
the
reporting
units’
revenue growth rates, weighted-average cost of capital (“WACC”)
applicable to peer and industry comparables of the reporting units,
and
the
forecast
periods
used.
The
Company
may
record
an
impairment
loss in
future
if
actual
growth
rates
are
lower
than
those
included in the Company’s discounted cash flow model. Furthermore, use of a higher weighted-average cost of capital may
also result
in an impairment loss in the future.
Year ended
June 30, 2026 goodwill impairment loss
The Company
recognized an impairment
loss of $
0.4
million as a
result of the
impairment analysis performed
as of March
31,
2026, related
to goodwill
allocated to
its SwitchPay
reporting unit
within its
Merchant segment.
The impairment
is included
within
the caption impairment loss in the consolidated statement of operations
for the year ended June 30, 2026.
At June 30, 2025, the fair value of the SwitchPay reporting
unit exceeded its carrying value by
50
%. The impairment loss in the
SwitchPay reporting unit
resulted from the termination
of its sole customer
contract during fiscal 2026
which adversely impacted
its
future cash flows, growth prospects and its ability to continue as a going concern.
Year ended
June 30, 2025 goodwill impairment loss
The Company
recognized an impairment
loss of $
17.0
million as a
result of its
annual impairment
analysis related to
goodwill
allocated to its LCM and Lesaka MT reporting units within its Merchant segment, its Lesaka Payouts reporting unit within Consumer
segment and its Lesaka
Alternative Digital Products
Proprietary Limited, formerly
known as EasyPay Proprietary
Limited, (“Lesaka
ADP”)
reporting
unit
within
its
Enterprise
segment.
The
impairments
are
included
within
the
caption
impairment
loss
in
the
consolidated statement of operations for the year ended June 30, 2025.
At June 30, 2024, the fair value of the LCM reporting unit exceeded its carrying value
by
11
%.The impairment loss in the LCM
reporting
unit
resulted
from
a
reassessment
of
the
business’
growth
prospects
in
the
context
of
its
strategic
market
positioning,
optimized capital expenditures and increase WACC
over prior years.
The impairment loss in the Lesaka MT reporting unit resulted from a reassessment of the business’ growth prospects, a strategic
decision to exit low return and sub-optimal merchants’ contracts.
The impairment loss in the
Lesaka Payouts reporting unit
resulted from a reassessment of
the business’ growth prospects of
the
reporting unit with lower revenue and therefore lower free cash flow generation expected compared to when performing the purchase
price allocation.
Lesaka ADP was acquired in fiscal
2006. At June 30, 2024, the fair
value of the Lesaka ADP reporting unit
exceeded its carrying
value
by
318
%.
The
impairment
loss
in
the
Lesaka
ADP
reporting
unit
during
the
year
ended
June
30,
2025,
resulted
from
a
reassessment of
the business’
growth and
the expected
impact on
its future
cash flows
as a
result the
cash outflows
expected from
initiatives to modernize its existing technology platform to retain and expand its
product offering and customer base.
The fair
value of
the Lesaka
Hospitality and
Humble reporting
units
(both allocated
to Merchant)
included in
the Company’s
acquisition of
Adumo did
not substantially exceed
the carrying
value of their
respective reporting
unit. The
fair value of
the Lesaka
Hospitality reporting unit exceeded the carrying value by
2.4
% and Humble exceeded the carrying value by
1
%. As of June 30, 2025,
carrying value
of goodwill
allocated to
Lesaka Hospitality
and Humble
was $
34.0
million and
$
1.5
million, respectively.
All other
reporting units’ fair value exceeded the carrying value of the reporting unit by
at least
28
%.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-50
10.
GOODWILL AND INTANGIBLE
ASSETS,
net (continued)
Goodwill (continued)
Impairment loss (continued)
Year ended
June 30, 2025 goodwill impairment loss (continued)
The table below
presents the impairment
per reporting unit
for the year
ended June 30,
2025 and the
revenue growth rates,
WACC
and forecast period for
reporting units used
in the discounted
cash flow models
for the June
30, 2025 and June
30, 2024, and
for entities
acquiring during the current fiscal year, the information
used in the purchase price allocation:
Segments and reporting units
with impairments
Impairment
Remaining
goodwill
Range of
revenue
growth rates
(%)
Terminal
revenue
growth rates
(%)
WACC
(%)
Forecast
period
(years)
Merchant
$
9,268
$
22,283
Lesaka Cash Management
5,688
22,283
Used at June 30, 2025
3.2
-
23
6.0
15.6
5
Used at June 30, 2024
10
-
13.9
5.0
14.7
5
Lesaka MT
3,580
-
Used at June 30, 2025
(
10
) -
37
(10.0)
18.5
5
Used at acquisition
6.7
-
14.9
N/A
18.9
Consumer
2,197
6,027
Lesaka Payouts
2,197
6,027
Used at June 30, 2025
7.5
-
40.2
6.0
18.2
5
Used at acquisition
11.8
-
26.6
N/A
18.9
4
Enterprise
5,576
3,533
Lesaka ADP
5,576
3,533
Used at June 30, 2025
6
-
65.6
6.0
22.5
10
Used at June 30, 2024
(
21.7
) -
6.9
6.0
14.7
5
Total
$
17,041
$
31,843
In the event that there is a deterioration in the Company’s operating segments, or in any other of the Company’s
businesses, this
may lead
to impairments
in future
periods. Furthermore,
the difficulties
of integrating
acquired businesses
may be
increased by
the
necessity of integrating personnel with disparate
business backgrounds and combining different corporate cultures. The
Company also
may
not
be
able
to
retain
key
customers
of
an
acquired
business
or
realize
cost
efficiencies
or
synergies
or
other
benefits
that
it
anticipated when selecting its acquisition candidates. These factors
may also lead to impairments in future periods.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-51
10.
GOODWILL AND INTANGIBLE
ASSETS,
net (continued)
Goodwill (continued)
Goodwill has been allocated to the Company’s
reportable segments as follows:
Merchant
Consumer
Enterprise
Carrying value
Balance as of July 1, 2023
$
119,117
$
-
$
14,626
$
133,743
Foreign currency adjustment
(1)
4,279
-
529
4,808
Balance as of June 30, 2024
123,396
-
15,155
138,551
Impairment loss
(9,268)
(2,197)
(5,576)
(17,041)
Acquisitions (Note 3)
63,808
8,423
3,883
76,114
Foreign currency adjustment
(1)
1,698
(199)
272
1,771
Balance as of June 30, 2025
179,634
6,027
13,734
199,395
Impairment loss
(388)
-
-
(388)
Acquisitions (Note 3)
-
-
1,586
1,586
Deconsolidation of Humble (Note 3)
(1,515)
-
-
(1,515)
Foreign currency adjustment
(1)
14,635
495
1,090
16,220
Balance as of June 30, 2026
$
192,366
$
6,522
$
16,410
$
215,298
(1) – The foreign currency adjustment
represents the effects of the fluctuations between
the South African Rand, against the
U.S.
dollar on the carrying value.
The table presents the components of impairment loss for the years ended June
30, 2026 and 2025:
2026
2025
Goodwill impairment loss
$
388
$
17,041
Impairment of right-of-use assets (Note 8)
2,623
-
Impairment of property,
plant and equipment
(1)
989
-
Impairment of intangible assets
35
1,822
Total
$
4,035
$
18,863
(1) During the
nine months ended
March 31, 2026,
the Company commenced
the process to
wind down its
ATM
business and
recognized an impairment
related to ATMs
recorded in property,
plant and equipment to
reduce the carrying amounts
of these assets
to their
estimated recoverable
values. The
recoverable values
were determined
based on
estimated proceeds
expected to
be realized
primarily
through
the
piecemeal
disposal
of
the
assets.
The
Company’s
management
estimated
the
recoverable
values
based
on
observable market
pricing for
similar assets,
adjusted for
the condition,
age and
expected timing
of sale.
These estimates
represent
management’s best estimate of fair
value less costs
to sell. The
fair value measurements associated
with the impairment were
classified
within
Level
3
of
the
fair
value
hierarchy,
as
the
valuation
incorporates
significant
unobservable
inputs,
including
assumptions
regarding
expected
selling
prices and
market
demand
for
used ATM
equipment.
Actual proceeds
may
differ
from
these estimates
a
rising from changes in market conditions or the timing and manner of
disposal.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-52
10.
GOODWILL AND INTANGIBLE
ASSETS,
net
Intangible assets
Intangible assets acquired
Summarized below
is the
fair value
of intangible
assets acquired,
translated at
the exchange
rate applicable
as of
the relevant
acquisition dates, and the weighted-average amortization period:
Fair value as of
acquisition date
Weighted-average
amortization
period (in years)
Finite-lived intangible asset:
Acquired during the year ended June 30, 2025:
Adumo – technology assets
$
13,998
3
-
7
Adumo – customer relationships
11,185
5
-
10
Adumo – brands
3,623
10
-
15
Utilities – technology assets
1,161
4
Utilities – customer relationships
15,010
5
Lesaka Digital Risk – technology assets
$
69
0.1
On acquisition of
these businesses, the
Company recognized an
aggregate deferred
tax liability of approximately
$
12.2
million
related to the acquisition of intangible assets during the year ended
June 30, 2025.
Impairment loss during the years
ended June 30, 2026 and 2025
The Company
assesses the carrying
value of
intangible assets
for impairment
whenever events
occur or
circumstances change
indicating that the carrying amount of the intangible asset may not be recoverable.
No
intangible assets have been impaired during the
years ended
years ended June
30, 2026, 2025
and 2024, respectively,
except for intangible
assets of $
0.04
million and $
1.8
million,
respectively,
related to Lesaka
MT which were
fully impaired during
the years ended
June 30, 2026
and 2025. The
impairment was
identified during the Company’s annual goodwill impairment testing. The method for determining fair value is discussed above under
Goodwill—Impairment
loss.
The
impairment
loss
related
to
the
impairment
of
the
intangible
assets
is
included
in
the
caption
Impairment loss in the consolidated statements of operations.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-53
10.
GOODWILL AND INTANGIBLE
ASSETS,
net (continued)
Intangible assets (continued)
Summarized below is the carrying value and accumulated amortization of the intangible assets as of June 30, 2026, and June 30,
2025:
As of June 30, 2026
As of June 30, 2025
Gross
carrying
value
Accumulated
amortization
and
impairment
Net
carrying
value
Gross
carrying
value
Accumulated
amortization
Net
carrying
value
Finite-lived intangible assets:
Software, integrated
platform and unpatented
technology
(1)
$
153,867
$
(62,220)
$
91,647
$
137,099
$
(41,925)
$
95,174
Customer relationships
(1)
57,862
(26,084)
31,778
53,369
(18,568)
34,801
FTS patent
2,335
(2,335)
-
2,158
(2,158)
-
Brands and trademarks
(1)(2)
19,732
(19,732)
-
18,233
(8,993)
9,240
Total finite-lived
intangible assets
$
233,796
$
(110,371)
$
123,425
$
210,859
$
(71,644)
$
139,215
(1) June
30, 2025,
balances include
the intangible
assets acquired
as part
of the
Adumo acquisition
in October
2024, and
the
Utilities and Lesaka Digital Risk acquisitions in March 2025.
(2)
During
early
calendar
2025,
the
Company’s
executive
considered
the
unification
of
the
Company’s
merchant
segments
operations
and
the
realignment
of
the
Company’s
brands
under
the
master
brand
“Lesaka”.
The
Company’s
Board
of
Directors
approved the realignment of certain of the Company’s brands to the master brand in May 2025. The Company identified the steps and
timing to realign
the affected brands
under the master brand
and expects to
have complete alignment by
February 2027, with certain
brands aligned in December 2025. The change in brands has resulted in
a change in the useful lives of certain of the
Company’s brand
and
trademark
intangible
assets
which
has
resulted
in
an
increase
(excluding
the
impact
on
“Adumo”
and
“GAAP”
brands)
in
amortization expense
of $
6.3
million and
$
2.6
million during
the years ended
June 30, 2026
and 2025, respectively,
compared with
the comparative
periods assuming
the original
useful lives.
The change
in the
useful lives
resulted in
a $
4.6
million decrease
in the
Company’s net income from continuing operations for the year ended
June 30, 2026, and did
not have a significant impact
on earnings
per share. The change in the
useful lives resulted in a $
1.9
million increase in the Company’s
net loss from continuing operations for
the year ended June 30, 2025, and did not have a significant
impact on loss per share. The change did not impact
the year ended June
30, 2024.
Aggregate
amortization
expense on
the finite-lived
intangible assets
for
the
years
ended June
30,
2026,
2025
and
2024,
was
approximately $
29.7
million, $
22.0
million and $
14.4
million, respectively.
Future estimated annual amortization expense for the next five
fiscal years and thereafter, using the exchange rates that prevailed
on June
30, 2026, is
presented in the
table below.
Actual amortization
expense in future
periods could differ
from this estimate
as a
result of acquisitions, changes in useful lives, exchange rate fluctuations and other
relevant factors.
Fiscal 2027
$
23,794
Fiscal 2028
23,110
Fiscal 2029
22,383
Fiscal 2030
20,447
Fiscal 2031
16,963
Thereafter
16,728
Total future
estimated annual amortization expense
$
123,425
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-54
11.
ASSETS AND POLICYHOLDER LIABILITIES UNDER INSURANCE AND
INVESTMENT CONTRACTS
Reinsurance assets and policyholder liabilities under insurance contracts
Summarized below is the movement in reinsurance assets and policyholder liabilities under
insurance contracts during the years
ended June 30, 2026 and 2025:
Reinsurance
Assets
(1)
Insurance
contracts
(2)
Balance as of July 1, 2024
$
1,469
$
(2,241)
Increase in policyholder benefits under insurance contracts
461
(10,127)
Claims and policyholders’ benefits under insurance contracts
(131)
9,781
Foreign currency adjustment
(3)
38
(57)
Balance as of June 30, 2025
1,837
(2,644)
Increase in policyholder benefits under insurance contracts
799
(13,437)
Claims and policyholders’ benefits under insurance contracts
(412)
12,690
Foreign currency adjustment
(3)
192
(297)
Balance as of June 30, 2026
$
2,416
$
(3,688)
(1) Included in other long-term assets (refer to Note 9);
(2) Included in other long-term liabilities;
(3) Represents the effects of the fluctuations of the ZAR against the U.S. dollar.
The Company has agreements with reinsurance companies in order to limit its losses from large insurance contracts, however,
if
the reinsurer is unable to meet its obligations, the Company retains the liability.
The value of insurance contract liabilities is based on
the best estimate
assumptions of
future experience
plus a risk
adjustment for
non-financial risk,
as required
in the markets
in which
these products are offered, namely South Africa. The process of deriving the best estimates assumptions plus risk adjustments include
assumptions related to claim reporting delays (based on
average industry experience) and their associated costs
as well as assumptions
related to the present value of disability claims in payment.
Assets and policyholder liabilities under investment contracts
Summarized below is the movement in assets
and policyholder liabilities under investment contracts during the years
ended June
30, 2026 and 2025:
Assets
(1)
Investment
contracts
(2)
Balance as of July 1, 2024
$
216
$
(216)
Increase in policyholder benefits under investment contracts
5
(5)
Claims and decrease in policyholders’ benefits under investment contracts
(101)
101
Foreign currency adjustment
(3)
13
(5)
Balance as of June 30, 2025
133
(125)
Increase in policyholder benefits under investment contracts
6
(6)
Foreign currency adjustment
(3)
2
(10)
Balance as of June 30, 2026
$
141
$
(141)
(1) Included in other long-term assets (refer to Note 9);
(2) Included in other long-term liabilities;
(3) Represents the effects of the fluctuations of the ZAR against the U.S. dollar.
T
he Company does not offer any investment products with guarantees
related to capital or returns.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-55
12.
BORROWINGS
Reference rate reform
After the
transition
away from
certain
interbank
offered
rates in
foreign
jurisdictions
(“IBOR reform”),
the reforms
to South
Africa’s
reference interest
rate are now
accelerating rapidly.
The Johannesburg
Interbank Average
Rate (“JIBAR”)
will be replaced
by the
new South
African Overnight
Index Average
(“ZARONIA”) following
the cessation
of JIBAR
after its
final publication
on
December
31,
2026.
ZARONIA
reflects
the
interest
rate
at
which
rand-denominated
overnight
wholesale
funds
are
obtained
by
commercial
banks.
The
“No
New
JIBAR”
initiative
commenced
on
May
1,
2026,
marking
the
cut-off
date
from
which
market
participants should no
longer enter
into new
financial contracts
referencing JIBAR, except
in clearly
defined and limited
circumstances.
Certain of the
Company’s borrowings referenced JIBAR as
a base interest rate.
In February 2026,
the Company amended its
borrowing
agreement to change
the reference rate
from JIBAR to
ZARONIA from April
1, 2026 in
anticipation of the
“No New JIBAR”
initiative.
The reference
rate applicable
to Facilities
A and
B uses
ZARONIA plus
a credit
adjustment spread
(“CAS”), which
is intended
to
place the parties in substantially the same economic position as if JIBAR had not ceased.
South Africa
The ZARONIA
rate and
CAS on June
30, 2026,
was
6.73
% and
0.1619
%, respectively.
The prime
rate, the benchmark
rate at
which private sector banks lend to the public in South Africa, on June 30,
2026, was
10.50
%.
Facilities obtained in February 2025
Lesaka
SA has
obtained
four loan
facilities
from
FirstRand
Bank
Limited
(acting
through its
Rand
Merchant
Bank division)
(“RMB”),
FirstRand
Bank
Limited
(acting
through
its
WesBank
division)
(“WesBank”),
FirstRand
Bank
Limited
being
a
South
African corporate and investment bank, Investec Bank Limited (acting through its Investment Banking division: Corporate Solutions)
(“Investec”
and
together
with RMB
and
WesBank,
the
“Lenders”).
These comprise
a
term loan
of up
to
ZAR
2.2
billion
($
121.4
million) (“Facility
A”), an amortizing
loan of ZAR
1.0
billion ($
56.3
million) (“Facility B”)
and a senior
revolving credit facility
of
up to
ZAR
2.2
billion ($
121.4
million) (“Senior
RCF”), and
a general
banking facility
from RMB
of up
to ZAR
1.1
billion ($
66.0
million) (the “GBF”, and collectively with Facility A, Facility B and Senior RCF, the “Facilities”), which are described in more detail
below.
On February
27, 2026,
the Company,
Lesaka SA
and a
number of
other subsidiaries
of Lesaka
SA, the
Lenders and
the Debt
Guarantor entered
into a Amended
and Restated Common
Terms
Agreement (“CTA”)
which replaced the
Original Common
Terms
Agreement (“Original CTA
”), and:
amended the reference rate from JIBAR to ZARONIA;
aligned the
annual repayment
dates for
Facility B
from February
to March,
with the
final maturity
date unchanged
as
February 28, 2029; and
updated certain provisions to expressly permit the implementation of
interest rate hedging.
The CTA was further amended by a letter dated March 27, 2026, due to a change in the working capital
facility discussed below.
The Company,
Lesaka SA
and the
majority of
Lesaka SA’s
directly and
indirectly wholly-owned
subsidiaries have
agreed to
guarantee the obligations of Lesaka SA and of the other borrowers under the Facilities to the
Lenders.
Lesaka
has
pledged
its
equity
interests
in
Lesaka
SA
and
the
Company’s
interests
in
a
certain
banking
account
to
the
Debt
Guarantor as collateral securing Lesaka's guarantee obligations.
The CTA
governing the above
contains customary covenants
which include a
requirement for Lesaka
SA to maintain specified
Net
Debt
to
EBITDA
and
Interest
Cover
Ratios (as
defined
in
the
CTA)
and
restricts
the
ability
of
Lesaka
SA,
and
certain
of
its
subsidiaries to make certain distributions with respect to their capital stock,
prepay other debt, encumber their assets, incur additional
indebtedness,
make
investments
above
specified
levels,
engage
in
certain
business
combinations
and
engage
in
other
corporate
activities.
Lesaka SA paid non-refundable debt structuring fees of ZAR
10.0
million ($
0.5
million) to the Lenders on February 27, 2025.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-56
12.
BORROWINGS (continued)
South Africa (continued)
Facilities obtained in February 2025 (continued)
Long-term borrowings – Facility A and Facility B Agreements
Lesaka SA may
borrow up to an
aggregate amount of
ZAR
2.2
billion for the sole
purpose of refinancing
the existing facilities
of Lesaka
SA and
Lesaka Cash
Management
with RMB,
funding
transaction costs
and for
general corporate
purposes. Lesaka
SA
utilized Facility A in full
on February 28,
2025, to settle a portion
of its existing facilities with
RMB and to settle all of
Lesaka Cash
Management’s
existing facilities with RMB, as well as to pay certain transaction costs.
Lesaka SA may
borrow up to
an aggregate of
ZAR
1.0
billion for the
sole purpose of
refinancing the Lesaka
SA existing facilities,
including
its
general
banking
facilities,
with
RMB,
and
for
general
corporate
purposes.
Lesaka
SA
utilized
Facility
B
in
full
on
February 28, 2025, to repay a portion of its existing facilities as well as to settle a portion
of its existing general banking facility.
Facility A is required to be repaid in full on February 28, 2029. Facility A is subject to customary mandatory prepayment
terms.
Lesaka
SA
is
permitted
to
make
voluntary
prepayments
of
Facility
A,
and
is
permitted
to
subsequently
utilize
any
voluntary
prepayments made under Facility A under the RCF Agreement. Amounts
utilized under the RCF Agreement are required to be repaid
in full on February 28, 2029. No drawdowns has occurred under the RCF.
Facility B is
required to be repaid
in
four
annual installments, as follows:
(i) ZAR
150.0
million ($
9.0
million) was paid on
March
31, 2026; (ii) ZAR
200.0
million ($
12.2
million) on March 31, 2027; (iii) ZAR
300.0
million ($
18.3
million) on March 31, 2028; and
(iv) ZAR
350.0
million ($
21.3
million) on February 28, 2029. Facility B is
subject to customary mandatory prepayment terms. Lesaka
SA is permitted to make voluntary prepayments of Facility B, however it is unable
to subsequently utilize any amounts prepaid.
Interest on Facility A
and Facility B as well
as any interest related
to utilization under
the RCF Agreement is
payable quarterly
in arrears at end of March, June, September and December,
with the first interest payment commencing on June 30, 2025.
Short-term facility - General Banking Facility
Lesaka SA
and certain
of its
subsidiaries may
borrow up
to an
aggregate of
ZAR
1.1
billion under
a general
banking facility
(“GBF”) from RMB for general corporate expenditure (including capital expenditure) and working capital purposes of the Lesaka SA
and certain of
its subsidiaries. Lesaka
SA utilized a
portion of the
GBF to refinance
its existing general
banking facility.
As of June
30, 2026, the Company had utilized ZAR
339.2
million ($
20.7
million) of this facility.
Concurrent
with
the
execution
of
the
CTA,
Lesaka
SA
and
RMB
entered
into
a
General
Banking
Facility
Agreement
(the
“Original GBF Agreement”), which
was amended by an addendum
dated on or about July
16, 2025. On March
27, 2026, Lesaka SA
and RMB
entered into
an Amended
and Restated
General Banking
Facility (“Restated
GBF Agreement”)
to amend
and replace
the
Original GBF Agreement.
Pursuant to
the Restated GBF
Agreement, Lesaka
SA and certain
of its subsidiaries
have access to
direct
facilities
of
ZAR
1.1
billion
($
67.7
million),
which
include
a
general
banking
facility
(a
demand
facility);
short-term
direct
and
contingent facilities which cover
forward exchange contracts and credit
cards; an indirect facility of ZAR
90.8
million ($
5.5
million)
for bank
guarantees; and
settlement lines
of ZAR
326.0
million ($
19.9
million). The
direct facilities
may be
reallocated as
indirect
facilities, and indirect facilities
may be reallocated as
direct facilities. As
of June 30, 2026,
the Company had utilized
ZAR
33.1
million
($
1.9
million) of
its other
facilities to
enable the
bank to
issue guarantees,
letters of
credit and
forward exchange
contracts (refer
to
Note 22).
The facilities under the
Restated GBF Agreement were
available for utilization
from March 30, 2026,
and are subject to annual
review by
RMB. Lesaka SA
paid and
capitalized an upfront
fee paid to
RMB and legal
fees paid to
legal advisors totaling
ZAR
4.2
million ($
0.3
million) related to this transaction.
Interest on the GBF is payable monthly and is based on the South African prime rate in effect from time to time less
0.50
%. The
Company pays a
commitment fee of
0.70
% (seventy basis
points) per annum
(excluding VAT)
of the unutilized
GBF, where utilization
of the GBF is less than
90
% of available GBF.
This fee is calculated daily and payable monthly in arrears.
Wesbank Facilities
The Company, through certain
of its
South African subsidiaries,
has an
asset-backed facility of
ZAR
214.5
million ($
13.1
million)
of which ZAR
147.7
million ($
9.0
million) has been utilized.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-57
12.
BORROWINGS (continued)
South Africa (continued)
Refinanced Lesaka Capital Loan Document,
comprising long-term borrowings
On September 5,
2025, the
Company, through its indirect
South African subsidiaries
Lesaka Capital Proprietary
Limited (“Lesaka
Capital”) and Lesaka Fuel, entered into a
ZAR
400
million Revolving Credit Facility Agreement (“Lesaka
Capital Loan Document”)
of which ZAR
316.8
million has been utilized as of June 30, 2026.
The Lesaka
Capital Loan
Document contain
customary covenants
that require
Lesaka Capital
and Lesaka
Fuel to
collectively
maintain a specified capital adequacy
ratio, restrict the ability of the
entities to make certain distributions with
respect to their capital
stock, encumber their assets, incur additional indebtedness, make investments, engage in certain business combinations and engage in
other corporate activities.
Pursuant to the Lesaka
Capital Loan Document,
Lesaka Capital and Lesaka Fuel
collectively may borrow up to
an aggregate of
ZAR
400.0
million for
the sole
purposes of
funding Lesaka
Capital’s
and Lesaka
Fuel’s
lending business,
settling up
to ZAR
20.0
million related to an intercompany loan to Lesaka Capital’s
direct parent, and paying structuring and execution fee and legal costs.
Interest is payable on the last business day of each calendar month.
The Company
paid a
non-refundable structuring
and execution
fee of
ZAR
0.5
million, excluding
value added
taxation, to
the
RMB on closing of the Lesaka Capital Loan Document in September 2025.
Certain merchant finance loans receivable have been pledged as security
for the revolving credit facility obtained from RMB.
Nedbank facility, comprising short-term facilities
As of
June 30,
2026 and
June 30,
2025, the
Company had
utilized ZAR
2.1
million ($
0.1
million) and
ZAR
2.1
million ($
0.1
million), respectively,
of its indirect and derivative
facilities of ZAR
156.6
million (June 30, 2025: ZAR
156.6
million) to enable the
bank to issue guarantees, letters of credit and forward exchange contracts (refer
to Note 22).
In terms of a commitment provided to the lender under the CTA,
the Company has undertaken not to utilize more than ZAR
5.0
million ($
0.3
million) of the Nedbank Facility.
The Company
has entered
into cession
and pledge
agreements with
Nedbank related
to certain
of its
Nedbank credit
facilities
(the general banking
facility and a
portion of the
indirect facility) and
the Company has
ceded and pledged
certain bank accounts
to
Nedbank and also provided a cession of Lesaka SA’s
shareholding in Cell C. The funds included in these bank accounts are restricted
as they may not be withdrawn without the express permission of Nedbank.
RMB Bridge
Facilities,
comprising
a short-term
facility
obtained
in September
2024 and
amended
in December
2024
(all
repaid)
On September 30, 2024, Lesaka SA entered into a Facility Letter (the “F2024 Facility Letter”) with RMB to provide
Lesaka SA
a ZAR
665.0
million funding
facility (the
“Bridge Facility”).
The Bridge
Facility was
used by
Lesaka SA
to (i)
settle an
amount of
ZAR
232.2
due
under
the
Adumo
transaction
(refer
to
Note
3);
(ii)
pay
Crossfin
Holdings
(RF)
Proprietary
Limited
(“Crossfin
Holdings”) ZAR
207.2
million under a share purchase agreement concluded between Lesaka SA and Crossfin Holdings (refer to
Note
14); (iii) pay
an amount of
ZAR
147.5
million, which includes
interest, notified by
Investec to Adumo
and Lesaka SA
as a result
of
the transaction described in Note 3, and (iv) pay an origination fee of ZAR
7.6
million to RMB. The Facility also provided Lesaka SA
with ZAR
70.0
million for transaction-related expenses.
On
December
10,
2024,
Lesaka
SA
and
RMB
entered
into
a
First
Addendum
to
the
Facility
Letter
(the
“F2024
Addendum
Letter”).
The F2024
Addendum
Letter provided
Lesaka SA
with an
additional ZAR
250.0
million general
banking facility
(“2024
GBF Facility”) which could be used for general corporate purposes. The Bridge Facility and 2024 GBF Facility were repaid in full on
February 28, 2025, utilizing funding obtained under the CTA
and the agreements were cancelled.
Interest on the
Bridge Facility and
the 2024 GBF Facility
was calculated at
the prime rate
plus
1.80
%. The Bridge
Facility and
the 2024
GBF Facility
were unsecured
and were
repaid in
full on
February 28,
2025, the
maturity date,
pursuant to
the refinancing
process.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-58
12.
BORROWINGS (continued)
South Africa (continued)
Cancelled RMB Facilities,
as amended, comprising a
short-term facility (Facility E)
and long-term borrowings (all
repaid)
On July 21,
2017, Lesaka SA
entered into a
Common Terms
Agreement, Subordination
Agreement, Security
Cession & Pledge
and
certain
ancillary
loan
documents
(collectively,
the
“Original
Loan
Documents”)
with
RMB,
a
South
African
corporate
and
investment
bank, and
Nedbank Limited
(acting
through its
Corporate
and Investment
Banking division),
an African
corporate
and
investment bank (collectively, the “Lenders”).
Since 2017, these agreements have been amended to add
additional facilities, including
Facilities G and
H, which were obtained
to finance the acquisition
of Connect.
Facilities E, G and
H have been repaid
and cancelled
in February 2025 and there is
no
balance outstanding as of June 30, 2025.
Short-term facility - Facility E
The Company
cancelled its
Facility E
facility agreement
in November
2024. The
overdraft facility
could only
be used
to fund
ATMs
and therefore the overdraft utilized and converted to cash to fund the Company’s
ATMs
was considered restricted cash.
Interest on
the overdraft
facility was
payable on
the first
day of
the month
following utilization
of the
facility and
on the
final
maturity date based on the South African
prime rate. The overdraft facility amount utilized was
required to be repaid in full within
one
month
of utilization and at
least
90
% of the amount
utilized was to be
repaid within
25 days
. The overdraft facility
was secured by a
pledge by
Lesaka SA
of, among
other things,
cash and
certain bank
accounts utilized
in the
Company’s
ATM
funding process,
the
cession
of
Lesaka
SA’s
shareholding
in
Cell
C,
the
cession
of
an
insurance
policy
with
Senate
Transit
Underwriters
Managers
Proprietary Limited, and any rights and claims Lesaka SA had against Grindrod
Bank Limited.
Long-term borrowings - Facility G and Facility H
On March
16, 2023,
the Company,
through Lesaka
SA, entered
into a
Fifth Amendment
and
Restatement Agreement,
which
included,
among
other
agreements,
an
Amended
and
Restated
Common
Terms
Agreement
(“Expired
CTA”),
an
Amended
and
Restated Senior Facility
G Agreement (“Facility G
Agreement”) and an
Amended and Restated
Senior Facility H
Agreement (“Facility
H Agreement”)
(collectively,
the “Loan
Documents”) with RMB.
Main Street 1692
(RF) Proprietary Limited
(“Debt Guarantor”),
a
South
African
company
incorporated
for
the
sole
purpose
of
holding
collateral
for
the
benefit
of
the
Lenders
and
acting
as
debt
guarantor is
also a party
to the Loan
Documents. Pursuant
to the
Facility G
Agreement, Lesaka
SA was
entitled to
borrow up
to an
aggregate of approximately
ZAR
708.6
million. Facility G included
a term loan of
ZAR
508.6
million and a revolving
credit facility
of up to
ZAR
200
million. Pursuant to
the Facility H
Agreement, Lesaka SA
was entitled to
borrow up to
an aggregate of
approximately
ZAR
357.4
million.
On February 28,
2025, the Company
used its new borrowings
to settle Facility
G and Facility
H in full, including
accumulated
interest of ZAR
201.7
million ($
10.9
million). These facilities, excluding
accrued interest, included (i)
Facility G of
ZAR
492.1
million
($
26.6
million);
(ii) Facility
H of
ZAR
350.0
million
($
18.9
million);
and
(iii) a
Facility G
revolver
of ZAR
200.0
million
($
10.8
million) (of
which ZAR
199
million ($
10.8
million) had
been utilized
at February
28, 2025).
These facilities
were repaid
in full
on
February 28, 2025,
utilizing funding
obtained under
the Expired CTA
and the Facility
G and Facility
H agreements
were cancelled.
Amounts translated at rates prevailing on the repayment date. The interest rate
on these facilities was JIBAR plus a margin of
4.75
%.
Lesaka SA paid a
quarterly commitment fee computed at
a rate of
35
% of the Applicable
Margin (as defined in the
Expired CTA)
on the amount
of the revolving
credit facility outstanding and
such commitment fee was
capitalized, subject to
the cap discussed
above.
The Company used cash proceeds of ZAR
64.2
million ($
3.5
million) received from the sale of Finbond shares (refer to Note 9)
during the year ended June 30, 2024, to repay capitalized interest under
Facility G and Facility H.
Cancelled Connect Facilities, comprising long-term borrowings and
a short-term facility (all repaid)
On March 22,
2023, the Company, through CCMS,
entered into a
First Amendment and
Restatement Agreement, which
included,
among other
agreements, an
Amended
and Restated
Facilities Agreement
(“CCMS Facilities
Agreement”)
with RMB.
The CCMS
Facilities Agreement was
amended to increase
the Facility B available
under the CCMS Facilities
Agreement by ZAR
200.0
million
to ZAR
550.0
million. The final
maturity date was
extended to December
31, 2027, and
scheduled principal repayments
were amended,
with
the
first
scheduled
repayment
commencing
from
March
31,
2026.
These
facilities
were
repaid
in
full
on
February
28,
2025,
utilizing funding
obtained under
the CTA
and the
agreements cancelled.
Prior to
settlement and
cancellation, the
Connect Facilities
included (i) an overdraft
facility (general banking
facility) of ZAR
170.0
million ($
9.2
million); (ii) CCMS Facility
A of ZAR
700.0
million ($
37.9
million); (iii) CCMS Facility B of ZAR
550.0
million ($
29.8
million) (both were fully utilized). Amounts translated at
rates prevailing on the repayment date.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-59
12.
BORROWINGS (continued)
South Africa (continued)
Cancelled Connect Facilities, comprising long-term borrowings and
a short-term facility (all repaid) (continued)
On October
29, 2024, the
Company,
through CCMS, entered
into an addendum
to a facility
letter with RMB,
to obtain
a ZAR
100.0
million temporary increase in
its overdraft facility for
a period of approximately
four months to specifically
fund the purchase
of prepaid airtime vouchers.
This temporary increase was
repayable in equal daily
instalments which commenced at
the end of
October
2024 with the final repayment made on February 15, 2025.
In February 2023, the Company,
through CCMS, obtained a ZAR
175.0
million temporary increase in its overdraft facility for a
period of
four months
to specifically
fund the
purchase of
prepaid airtime
vouchers. This
temporary increase
was repayable
in
four
equal monthly instalments of ZAR
43.8
million and which commenced
in March 2023. In May
2023, the Company,
through CCMS,
obtained a ZAR
155.0
million temporary increase
in its overdraft facility
for a period of
one month
to specifically fund the
purchase
of prepaid airtime vouchers. This temporary increase was repaid in full in June 2023. Interest at the South Africa prime rate less
0.1
%
was payable on a monthly basis on both of these temporary facilities.
Interest on CCMS Facility A and CCMS Facility B was payable quarterly
in arrears based on JIBAR in effect from time to time
plus a margin.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-60
12.
BORROWINGS (continued)
Movement in short-term credit facilities
Summarized below are the Company’s short-term facilities as of June 30, 2026, and the movement in the Company’s
short-term
facilities from as of June 30, 2025 to as of June 30, 2026:
RMB
RMB
Nedbank
RMB
RMB
RMB
GBF
Other
Facilities
Connect
Bridge
Facility E
Total
Short-term facilities available as
of June 30, 2026
$
67,702
$
5,534
$
9,542
$
-
$
-
$
-
$
82,778
Overdraft
67,702
-
-
-
-
-
67,702
Indirect and derivative
facilities
-
5,534
9,542
-
-
-
15,076
Movement in utilized overdraft
facilities:
Balance as of June 30, 2024
-
-
-
9,351
-
6,737
16,088
Utilized
27,917
-
-
5,655
41,150
23,894
98,616
Repaid
(4,311)
-
-
(14,627)
(39,205)
(31,028)
(89,171)
Foreign currency adjustment
(1)
863
-
-
(379)
(1,945)
397
(1,064)
Balance as of June 30, 2025
24,469
-
-
-
-
-
24,469
No restrictions as to use
24,469
-
-
-
-
-
24,469
Utilized
123,712
-
-
-
-
-
123,712
Repaid
(129,417)
-
-
-
-
-
(129,417)
Facility fees paid
(252)
-
-
-
-
-
(252)
Facility fees amortized
64
-
-
-
-
-
64
Foreign currency
adjustment
(1)
2,095
-
-
-
-
-
2,095
Balance as of June 30, 2026
20,671
-
-
-
-
-
20,671
No restrictions as to use
20,671
-
-
-
-
-
20,671
Interest rate as of June 30,
2026 (%)
(2)
10.00
Interest rate as of June 30,
2025 (%)
(2)
10.25
Movement in utilized indirect and
derivative facilities:
Balance as of June 30, 2024
-
1,821
116
-
-
-
1,937
Foreign currency
adjustment
(1)
-
43
3
-
-
-
46
Balance as of June 30, 2025
-
1,864
119
-
-
-
1,983
Guarantees cancelled
-
(1,543)
-
-
-
-
(1,543)
Utilized
-
3,588
-
-
-
-
3,588
Foreign currency
adjustment
(1)
-
370
10
-
-
-
380
Balance as of June 30, 2026
$
-
$
4,279
$
129
$
-
$
-
$
-
$
4,408
(1) Represents the effects of the fluctuations between the ZAR and the
U.S. dollar.
(2) RMB GBF interest is set at prime less
0.50
%.
Interest expense incurred under the Company’s South African long-term borrowings
and included in the caption
interest expense
on
the
consolidated
statement
of
operations
during
the
years
ended
June
30,
2026
and
2025,
was
$
2.5
million
and
$
4.2
million,
respectively.
The
Company
cancelled
Adumo’s
overdraft
arrangements
on
October
1,
2024,
and
settled
Adumo’s
outstanding
overdraft
balance of ZAR
20.0
million ($
1.1
million) on the
same day.
The repayment is
included in the
caption repayment
of bank overdraft
included on the Company’s consolidated
statements of cash flows for the year ended June 30, 2025.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-61
12.
BORROWINGS (continued)
Movement in long-term borrowings
Summarized below is the movement in the Company’s
long-term borrowing from as of June 30, 2025, to as of June 30, 2026:
Facilities
Lesaka A
Lesaka B
Asset
backed
CCC
Lesaka
G & H
Connect
A&B
Total
Opening balance as of June 30,
2024
$
-
$
-
$
8,379
$
11,841
$
56,151
$
66,815
$
143,186
Facilities utilized
116,652
54,112
3,184
5,091
11,022
-
190,061
Facilities repaid
-
-
(4,513)
(554)
(60,245)
(65,910)
(131,222)
Non-refundable fees paid
970
-
-
-
-
-
970
Non-refundable fees amortized
248
-
-
21
116
32
417
Capitalized interest
-
-
-
-
5,033
-
5,033
Capitalized interest repaid
-
-
-
-
(11,077)
-
(11,077)
Foreign currency adjustment
(1)
2,505
2,209
129
495
(1,000)
(937)
3,401
Included in current
-
8,448
3,508
-
-
-
11,956
Included in long-term
120,375
47,873
3,671
16,894
-
-
188,813
Opening balance as of June
30, 2025
120,375
56,321
7,179
16,894
-
-
200,769
Facilities utilized
-
-
5,977
972
-
-
6,949
Facilities repaid
-
(8,953)
(4,788)
-
-
-
(13,741)
Non-refundable fees paid
-
-
-
(33)
-
-
(33)
Non-refundable fees
amortized
314
-
5
29
-
-
348
Capitalized interest
-
-
-
-
-
-
-
Capitalized interest repaid
-
-
-
-
-
-
-
Foreign currency
adjustment
(1)
9,902
4,439
632
1,446
-
-
16,419
Closing balance as of
June 30, 2026
130,591
51,807
9,005
19,308
-
-
210,711
Included in current
-
12,190
3,924
-
-
-
16,114
Included in long-term
130,591
39,617
5,081
19,308
-
-
194,597
Unamortized fees
(799)
-
-
(6)
-
-
(805)
Due within 2 years
-
18,285
3,085
19,314
-
-
40,684
Due within 3 years
131,390
21,332
1,694
-
-
-
154,416
Due within 4 years
-
-
302
-
-
-
302
Due within 5 years
$
-
$
-
$
-
$
-
$
-
$
-
$
-
Interest rates as of June 30, 2026
(%):
10.14
10.04
10.75
10.40
-
-
Base rate (%)
6.73
6.73
10.50
10.50
-
-
Credit adjustment spread (%)
0.16
0.16
-
-
-
-
Margin (%)
3.25
3.15
0.25
(0.10)
-
-
Footnote number
(2)(3)
(4)(5)
(6)
(7)
Interest rates as of June 30, 2025
(%):
10.54
10.44
11.50
11.70
-
-
Base rate (%)
7.29
7.29
10.75
10.75
-
-
Margin (%)
3.25
3.15
0.75
0.95
-
-
Footnote number
(3)
(5)
(6)
(8)
(1) Represents the effects of the fluctuations between the ZAR and the
U.S. dollar.
(2) From April
1, 2026, interest on
Facility A is based
on ZARONIA in
effect from
time to time plus
a margin.
The margin on
Facility A is determined with
reference to the Net Debt
to EBITDA Ratio, and the
margin will be either (i)
3.25
%, if the Net Debt to
EBITDA Ratio is greater than or equal to 2.5 times; or (ii)
2.50
%, if the Net Debt to EBITDA Ratio is less than 2.5 times.
(3) Interest
on Facility
A was based
on the JIBAR
in effect
from time
to time plus
an initial margin
of
3.25
% per annum
until
June 30,
2025. From
July 1,
2025,
to March
31, 2026,
the margin
on Facility
A was
determined with
reference to
the Net
Debt to
EBITDA Ratio, and the margin would be either (i)
3.25
%, if the Net Debt to EBITDA Ratio was greater than or equal to 2.5 times; or
(
ii)
2.50
%, if the Net Debt to EBITDA Ratio was less than 2.5 times.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-62
12.
BORROWINGS (continued)
Movement in long-term borrowings (continued)
(4) From April 1, 2026, interest on Facility B is calculated based on ZARONIA from time to time plus
a margin. The margin on
Facility B is determined
with reference to the
Net Debt to EBITDA Ratio,
and the margin will be
either (i)
3.15
%, if the Net Debt to
EBITDA Ratio is greater than or equal to 2.5 times; or (ii)
2.40
%, if the Net Debt to EBITDA Ratio is less than 2.5 times.
(5) Interest on Facility B was calculated based on JIBAR from time to time plus an initial margin of
3.15
% per annum until June
30, 2025. From July 1, 2025, to March 31, 2026, the margin on Facility B was determined with reference to the Net
Debt to EBITDA
Ratio, and the margin would be
either (i)
3.15
%, if the Net
Debt to EBITDA Ratio
was greater than or equal
to 2.5 times; or
(ii)
2.40
%,
if the Net Debt to EBITDA Ratio was less than 2.5 times.
(6) Interest is charged at prime plus
0.75
% per annum on the utilized balance.
(7) Interest is charged at prime less
0.10
% per annum on the utilized balance.
(8) Interest was charged at prime plus
0.95
% per annum on the utilized balance.
Interest expense incurred under the Company’s South African long-term borrowings and included in the
caption interest expense
on the consolidated
statement of operations
during the years
ended June 30,
2026, 2025
and 2024, was
$
14.4
million, $
16.9
million
and $
16.1
million, respectively.
Prepaid facility
fees amortized
included
in interest
expense during
the years
ended June
30, 2026,
2025 and 2024, was $
0.3
million, $
0.4
million and $
0.4
million, respectively.
Interest
expense
incurred
under
the
Company’s
South
African
long-term
borrowings
to fund
its Consumer
lending book
and
Lesaka Capital’s merchant finance loans receivable are
included in the caption
cost of goods
sold, IT processing, servicing and
support
on the consolidated statement of operations.
Total interest expense incurred related
to the Consumer lending book (for the year ended
June 30,
2026 and
the four
months ended
June 30,
2025)
and interest
incurred under
the Lesaka
Capital’s
merchant finance
loans
receivable was $
7.2
million, $
2.9
million, and $
1.4
, for the years ended June 30, 2026, 2025 and 2024, respectively.
The Company
cancelled
Adumo’s
long-term
borrowings arrangements
on October
1, 2024,
and settled
Adumo’s
outstanding
balances
of ZAR
126.7
million
($
7.2
million) on
the same
day.
The repayment
is included
in the
caption
repayment of
long-term
borrowings included on the Company’s
consolidated statements of cash flows for the year ended June 30, 2025.
13.
OTHER PAYABLES
Summarized below is the breakdown of other payables as of June 30,
2026 and 2025:
June 30,
June 30,
2026
2025
Vendor
wallet balances
$
35,154
$
19,529
Accruals
10,562
8,469
Clearing accounts
9,682
6,766
Provisions
12,076
8,497
Value
-added tax payable
(A)
6,668
6,347
Payroll-related payables
1,798
1,931
Deferred consideration due to seller of Utilities (Note 3)
-
13,837
Other
7,322
10,659
$
83,262
$
76,035
(A) Value-added
tax payable and the total of Other payables as of June 30, 2025, have each increased by $
4.0
million as a result
of the correction discussed in Note 1.
Clearing accounts and vendor wallet
balances may fluctuate due to the
day (weekend or public holiday)
on which the Company’s
quarter or year
end falls
because certain elements
of transactions
within these accounts
are not
settled over weekends
or public
holidays.
Other includes deferred income, client deposits and other payables.
In December 2025,
the Company determined
that the liquidation
of CPS is at
an advanced stage
and released an
accrual raised
at the time of
deconsolidation. The release has
been included in the
caption “Other income” in
the consolidated statement of operations
f
or the year ended June 30, 2026.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-63
14.
COMMON STOCK
Common stock
Holders of shares of Lesaka’s common stock are entitled to receive dividends and other distributions when declared by Lesaka’s
board of
directors out
of legally
available funds.
Payment of
dividends and
distributions is
subject to
certain restrictions
under the
Florida Business Corporation Act, including
the requirement that after making
any distribution Lesaka must be
able to meet its debts
as they become due in
the usual course of
its business. Upon voluntary or
involuntary liquidation, dissolution or winding up
of Lesaka,
holders of
common stock
share ratably
in the
assets remaining
after payments
to creditors
and provision
for the
preference of
any
preferred
stock
according
to
its
terms.
There
are
no
pre-emptive
or
other
subscription
rights,
conversion
rights
or
redemption
or
scheduled installment payment provisions relating to shares
of common stock. All of
the outstanding shares of common stock
are fully
paid and non-assessable.
Each holder of
common stock is
entitled to one
vote per share
for the election
of directors and
for all other
matters to be
voted
on by shareholders. Holders
of common stock may
not cumulate their
votes in the
election of directors, and
are entitled to
share equally
and ratably in the dividends that may be declared by the board of directors, but only after payment of dividends required to be paid on
outstanding shares of preferred stock according to its terms. The shares of
Lesaka common stock are not subject to redemption.
Issue of shares to Lesaka Cash Management sellers pursuant to
April 2022 transaction
The total purchase consideration
pursuant to the Lesaka
Cash Management acquisition
in April 2022 includes
3,185,079
shares
of the Company’s
common stock. These shares of
common stock were issued in
three
equal tranches on each of
the first, second and
third anniversaries of the April 14, 2022 closing. The Company legally issued
1,061,693
shares of its common stock, representing the
third and second tranche, to the Lesaka Cash
Management sellers in each of April 2025 and 2024,
respectively, and this had no impact
on the number of shares,
net of treasury,
presented in the consolidated
statement of changes in
equity during the year
ended June 30,
2025
and
2024,
respectively
because
these
shares
were
included
in
the
3,185,079
shares included
in
the
number
of shares,
net
of
treasury, as of June 30, 2025
and 2024.
Impact of non-vested equity shares on number of shares,
net of treasury
The Company’s
number of
shares, net
of treasury,
presented in
the consolidated
balance sheets
and consolidated
statement of
changes in
equity includes
participating non-vested
equity shares (specifically
contingently returnable
shares) as described
below in
Note
17
“—
Amended
and
Restated
Stock
Incentive
Plan—Restricted
Stock—General
Terms
of
Awards”.
The
following
table
presents a reconciliation
between the number
of shares, net of
treasury,
presented in the
consolidated statement of
changes in equity
and the
number of
shares, net
of treasury,
excluding non-vested
equity shares
that have
not vested
during the
years ended
June 30,
2026, 2025 and 2024:
2026
2025
2024
Number of shares, net of treasury:
Statement of changes in equity – common stock
83,306,794
81,249,097
64,272,243
Less: Non-vested equity shares that have not vested as of end of year (Note 17)
2,462,188
2,169,900
2,084,946
Number of shares, net of treasury excluding non-vested equity shares that have
not vested
80,844,606
79,079,197
62,187,297
Redeemable common stock issued pursuant to transaction with the IFC Investors
Holders of redeemable common
stock have all the rights enjoyed by
holders of common stock, however,
holders of redeemable
common
stock
have
additional
contractual
rights.
On
April
11,
2016,
the
Company
entered
into
a
Subscription
Agreement
(the
“Subscription Agreement”)
with International
Finance Corporation
(“IFC”), IFC
African, Latin
American and
Caribbean Fund,
LP
(“ALAC”),
IFC
Financial
Institutions
Growth
Fund,
LP,
and
Africa
Capitalization
Fund,
Ltd.
(collectively,
the
“IFC
Investors”).
Under the Subscription Agreement, the IFC Investors purchased,
and the Company sold in the aggregate, approximately
9.98
million
shares of the Company’s common stock, par value $
0.001
per share, at a price of $
10.79
per share, for gross proceeds to the Company
of approximately
$
107.7
million. The Company
accounted for
these
9.98
million shares
as redeemable
common stock
as a result
of
the put option discussed below.
On May
19, 2020,
the Africa
Capitalization Fund,
Ltd sold
its entire
holding of
2,103,169
shares of
the Company’s
common
stock and
therefore the
additional contractual
rights, including
the put
option rights
related to
these
2,103,169
shares, expired.
The
Company reclassified $
22.7
million related to
these
2,103,169
shares sold from
redeemable common stock
to additional paid-in-capital
during the year ended June 30, 2020.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-64
14.
COMMON STOCK (continued)
Redeemable common stock issued pursuant to transaction with the IFC Investors (continued)
During the
year ended
June 30,
2026, ALAC,
made numerous
filings on
Form 4
Statement of
Beneficial Ownership
with the
United States Securities and Exchange
Commission reporting that ALAC
had sold an aggregate of
925,352
shares of the Company’s
common stock and therefore the additional contractual rights, including
the put option rights related to these
925,352
shares, expired.
The Company
reclassified $
10.0
million related
to these
925,352
shares sold
from redeemable
common stock
to additional
paid-in-
capital during the year ended June 30, 2026.
On August 19, 202
2, the IFC Investors
filed an amended Form
13D/A, amendment no. 2,
with the United
States Securities and
Exchange
Commission
reporting
that
in
October
2017
and
February
2018,
the
IFC
sold
an
aggregate
of
514,376
shares
of
the
Company’s
common
stock
and therefore
the
additional
contractual
rights,
including
the put
option
rights
related
to
these
514,376
shares,
expired.
The
Company
reclassified
$
5.6
million
related
to
these
514,376
shares
sold
from
redeemable
common
stock
to
additional paid-in-capital during the year ended June 30, 2022.
The Company has entered
into a Policy Agreement with
the IFC Investors (the
“Policy Agreement”). The
material terms of the
Policy Agreement are described below.
Certain
IFC
Investors
were
investors
in
Adumo
and
the
Company
issued
an
aggregate
of
1,989,162
additional
shares
of
its
common stock at a price of $
4.79
to these IFC Investors pursuant to the Purchase Agreement (refer to Note 3). The Company
and the
IFC Investors amended
and restated the
Policy Agreement
(“Amended and
Restated Policy Agreement”)
to include these
additional
shares issued to
the IFC Investors
to also be
covered by the
put right included
in the Amended
and Restated Policy
Agreement. The
Company also accounted for these
1,989,162
shares as redeemable common stock as a result of the put option.
Board Rights
For so long as the IFC Investors in aggregate beneficially own shares representing at least
5
% of the Company’s common stock,
the IFC Investors will have the right to nominate one director to the Company’s board of directors. For so long as the IFC Investors in
aggregate beneficially
own shares representing
at least
2.5
% of the
Company’s
common stock,
the IFC Investors
will have the
right
to appoint
an observer
to the
Company’s
board of
directors at
any time
when they
have not
designated, or
do not
have the
right to
designate, a director.
Put Option
Each IFC Investor will have
the right, upon the occurrence of specified
triggering events, to require the Company
to repurchase
all of the shares
of its common stock purchased by
the IFC Investors pursuant to
the Subscription Agreement (or upon exercise
of their
preemptive rights
discussed below).
Events triggering
this put
right relate
to (1)
the Company
being the
subject of
a governmental
complaint alleging, a court judgment finding or an indictment alleging that the Company (a) engaged in specified corrupt,
fraudulent,
coercive, collusive or obstructive practices; (b) entered into transactions with targets of economic sanctions; or (c) failed to operate its
business in compliance with anti-money laundering and anti-terrorism laws; or (2) the Company rejecting a bona fide offer to acquire
all of its outstanding Common Stock at a time when it has in place or implements a shareholder rights plan, or adopting a shareholder
rights plan triggered by a beneficial ownership
threshold of less than
twenty
percent. The put price per share will
be the higher of the
price per
share paid
by the
IFC Investors
pursuant to
the Subscription
Agreement (or
paid when
exercising their
preemptive rights)
and the
volume weighted
average price
per share
prevailing for
the
60
trading days
preceding the
triggering event,
except that
with
respect to a put right triggered by rejection of a bona fide offer, the put price per share will be the highest price offered
by the offeror.
The Company believes that the
put option has no
value and, accordingly, has not recognized the put
option in its consolidated
financial
statements.
Registration Rights
The Company has agreed
to grant certain registration
rights to the IFC Investors
for the resale of their
shares of the Company’s
common stock, including filing a resale shelf registration statement and
taking certain actions to facilitate resales thereunder.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-65
14.
COMMON STOCK (continued)
Redeemable common stock issued pursuant to transaction with the IFC Investors (continued)
Preemptive Rights
For so long as the IFC Investors hold in
aggregate
5
% of the outstanding shares of common stock of
the Company, each Investor
will have the right to purchase its pro-rata share of new issuances of securities by the Company,
subject to certain exceptions.
Common stock repurchases
October 2024 repurchase of common stock and issue of shares in Utilities transaction
On October
1, 2024,
the Company,
through Lesaka
SA, and
Crossfin Holdings
entered into
a share
purchase agreement
under
which Lesaka SA purchased
2,601,410
of the
3,587,332
Consideration Shares for ZAR
207.2
million ($
12.0
million). The transaction
was settled in early October 2024, and the shares of the Company’s common stock repurchased have been included in the Company’s
treasury
shares
included
in
its
consolidated
statement
of
changes
in
equity
for
the
year
ended
June
30,
2025,
respectively.
The
repurchase was made outside of the Company’s
then $
100
million share repurchase authorization.
The Company, through Lesaka SA, issued
1,092,361
of the
2,601,410
shares of the Company’s common stock to
the Seller under
the terms
of Recharger
Purchase Agreement
described in
Note 3
during the
year ended
June 30,
2025. The
Company recognized
a
gain of
$
0.4
million on issuance
of these which
is included in
the caption
additional paid-in-capital
in the consolidated
statement of
changes in equity for the year ended June 30, 2025. In
March 2026, Lesaka SA delivered
1,017,914
shares of the
2,601,410
shares of
the Company’s
common stock
to the
Seller under
the terms
of Recharger
Purchase Agreement.
The Company
recognized a
loss in
additional paid-in-capital of $
0.1
million during the year ended June 30, 2026, related to
the difference between in the value on March
3, 2026, and the price paid per share in October 2024.
Acquisition of Lesaka Hospitality non-controlling
interests
During the year
ended June 30,
2026, the Company
acquired all of the
issued share capital of
Lesaka Hospitality that
it did not
previously own for approximately $
6.5
million, which was settled utilizing
cash of $
3.5
million and the transfer of
662,714
shares of
Lesaka’s common stock with a fair value of $
3.0
million on closing on March 6,
2026. The
662,714
shares of the Company’s common
stock were
sourced from
the
2,601,410
shares of
the Company’s
common stock
referred to
above and
shares acquired
in December
2025.
The
Company
recognized
a gain
in
additional paid-in-capital
of $
0.1
million
related
to the
difference
between
the
value
on
March 6, 2026, and the price paid per share in October 2024 and December 2025, respectively. The acquisition of the non-controlling
interests was accounted for as an
equity transaction with a non-controlling interest
and accordingly
no
gain or loss was recognized in
the Company’s
consolidated statement of
operations. The carrying
amount of the
non-controlling interest
was adjusted to
reflect the
change in ownership interest in Lesaka Hospitality. The difference between the fair value of the consideration paid and the amount by
which the non-controlling interest was adjusted, of $
0.4
million, was recognized in, and increased, total Lesaka equity.
Executed under share repurchase authorizations
On
September 2, 2025,
the
Company’s
Board
of
Directors
approved
a
share
repurchase
authorization
to
repurchase
up
to
an
aggregate of $
15
million of common stock. The authorization has no expiration date. This share repurchase authorization replaces our
$
100
million
share repurchase
authorization
which
was approved
on February
5, 2020. The
share repurchase
authorization
will be
used at management’s discretion, subject to limitations imposed by
SEC Rule 10b-18 and other
legal requirements and subject to
price
and
other
internal
limitations
established
by
the
Board.
Repurchases
will
be
funded
from
the
Company’s
available
cash.
Share
repurchases may be
made through open-market
purchases, privately negotiated
transactions, or both.
There can be
no assurance that
the Company will
purchase any shares
or any
particular number of
shares. The authorization
may be suspended,
terminated or modified
at any time for
any reason, including market
conditions, the cost of
repurchasing shares, liquidity
and other factors that
management
deems
appropriate.
The
Company
did
no
t
repurchase
any
of
its
shares
during
the
years
ended
June
30,
2026,
2025,
and
2024,
respectively, under the share repurchase
authorization, however, it did repurchase
84,758
,
371,187
and
319,522
shares of its common
stock
from
its
employees
during
the
years
ended
June
30,
2026,
2025,
and
2024,
respectively,
refer
to
Note
17
for
additional
i
nformation regarding these repurchases.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-66
15.
ACCUMULATED OTHER
COMPREHENSIVE LOSS
The table below
presents the change
in accumulated other
comprehensive (loss) income
per component during
the years ended
June 30, 2026, 2025 and 2024:
Accumulated
foreign
currency
translation
reserve
Total
Balance as of July 1, 2023
(A)
$
(195,516)
$
(195,516)
Release of foreign currency translation reserve related to liquidation of subsidiaries
(952)
(952)
Release of foreign currency translation reserve: disposal of Finbond
equity securities
(Note 9)
1,543
1,543
Movement in foreign currency translation reserve related to equity-accounted
investment
489
489
Movement in foreign currency translation reserve
(A)
6,209
6,209
Balance as of June 30, 2024
(A)
(188,227)
(188,227)
Release of foreign currency translation reserve related to liquidation of subsidiaries
6
6
Movement in foreign currency translation reserve
(B)
2,595
2,595
Balance as of June 30, 2025
(B)
(185,626)
(185,626)
Release of foreign currency translation reserve related to impairment of equity-
accounted investment (Note 9)
550
550
Release of foreign currency translation reserve related to liquidation of subsidiaries
(516)
(516)
Movement in foreign currency translation reserve
(C)
19,273
19,273
Balance as of June 30, 2026
(C)
$
(166,319)
$
(166,319)
(A) Accumulated other
comprehensive loss and
Total as
of July 1, 2023,
have each decreased by
$
0.2
million as a result
of the
correction discussed in
Note 1.
Accumulated other comprehensive
loss and
Total for the year
ended June 30,
2024, have each
decreased
by $
0.08
million as a result of the correction discussed in Note 1 to the amount included in the caption Movement in foreign currency
translation reserve. Accumulated
other comprehensive loss and
Total as
of June 30, 2024, have
each decreased by $
0.29
million as a
result of the correction discussed in Note 1.
(B) Accumulated other comprehensive loss and Total for the year ended June 30, 2025, have each decreased by $
0.09
million as
a result of the correction discussed in Note 1 to the amount included in the caption Movement in
foreign currency translation reserve.
Accumulated other comprehensive loss
and Total as of
June 30,
2025, have each
decreased by $
0.22
million as a
result of the
correction
discussed in Note 1.
(C) Accumulated other comprehensive loss and Total
for the year ended June 30, 2026, have each
increased by $
0.1
million as
a result
of the
correction, as
discussed in
Note 1,
to the
amount included
in the
caption Movement
in foreign
currency translation
reserve for the
three months ended
September 30, 2025. Accumulated
other comprehensive loss
and Total
as of June 30,
2026, have
each increased by $
0.1
million as a result of the correction discussed in Note 1.
The movement in the
foreign currency translation reserve represents
the impact of translation
of consolidated entities which have
a functional currency (which is primarily ZAR) to the Company’s
reporting currency, which is USD.
During the
year ended
June 30, 2026,
the Company
reclassified losses of
$
0.6
million from accumulated
other comprehensive
loss (accumulated
foreign currency
translation reserve)
to net
loss related
to the
impairment
on liquidation
of an
equity-accounted
investment. During the year ended June 30, 2026, the Company reclassified an aggregate gain of $
0.5
million from accumulated other
comprehensive
loss
(accumulated
foreign
currency
translation
reserve)
to
net
loss
related
to
the
disposal
of
a
subsidiary
and
the
liquidation of a subsidiary. During the year ended June 30, 2025, the Company reclassified a loss of $
0.006
million from accumulated
other
comprehensive
loss
(accumulated
foreign
currency
translation
reserve)
to
net
loss
related
to
the
liquidation
of
subsidiaries.
During the year
ended June 30,
2024, the Company reclassified
$
1.5
million from accumulated
other comprehensive loss (accumulated
foreign
currency
translation
reserve)
to
net
loss related
to
the
disposal
of
shares
in
Finbond
(refer
to
Note
9).
The
Company
also
reclassified a gain
of $
1.0
million from accumulated
other comprehensive loss
(accumulated foreign
currency translation reserve)
to
n
et loss related to the liquidation of subsidiaries during the year ended June 30,
2024.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-67
16.
REVENUE
The Company
is a
provider of
digitized cash
management solutions
and merchant
acquiring services,
including an
integrated
platform for
the distribution
of ADP
(including value-added
services such
as prepaid
airtime, prepaid
electricity and
bill payment);
software
solutions,
transaction processing
services; financial
inclusion products
and services,
and
secure payment
technology.
The
Company
operates
as
a
payment
processor
in South
Africa.
The
Company
offers
debit,
credit
and
prepaid
processing
and
issuing
services for
all major
payment networks.
In South
Africa, the
Company provides
innovative low-cost
financial inclusion
products,
including banking, lending and insurance.
The Company analyzes its business under a “product” view,
for example, its acquiring activities in Merchant are allocated
to an
acquiring product view
for Merchant. The
Company has updated
its disaggregation of
revenue disclosures to
align with this pro
duct
view. Comparative
periods have been recast.
Disaggregation of revenue
The
following
table
represents
our
revenue
disaggregated
by
major
revenue
streams,
including
reconciliation
to
operating
segments for the year ended June 30, 2026:
Merchant
Consumer
Enterprise
Total
ADP
$
367,574
$
205
$
52,038
$
419,817
South Africa
325,696
205
52,038
377,939
Rest of world
41,878
-
-
41,878
Transactional fees
-
50,443
-
50,443
Acquiring
46,776
-
-
46,776
South Africa
46,776
-
-
46,776
Rest of world
-
-
-
-
Cash
41,604
-
-
41,604
Software
22,139
-
-
22,139
Utilities
-
-
15,002
15,002
Other
18,350
802
5,878
25,030
South Africa
17,757
802
5,878
24,437
Rest of world
593
-
-
593
Total
revenue under ASC 606, derived from the
following geographic location
496,443
51,450
72,918
620,811
South Africa
453,972
51,450
72,918
578,340
Rest of world
42,471
-
-
42,471
Lending
9,750
57,618
-
67,368
South Africa
9,688
57,618
-
67,306
Rest of world
62
-
-
62
Insurance
-
33,375
-
33,375
Total
non-ASC 606 revenue, derived from the
following geographic location
9,750
90,993
-
100,743
South Africa
9,688
90,993
-
100,681
Rest of world
62
-
-
62
Total
revenue, derived from the following
geographic locations
506,193
142,443
72,918
721,554
South Africa
463,660
142,443
72,918
679,021
Rest of world
$
42,533
$
-
$
-
$
42,533
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-68
16.
REVENUE (continued)
The
following
table
represents
our
revenue
disaggregated
by
major
revenue
streams,
including
reconciliation
to
operating
segments for the year ended June 30, 2025:
Merchant
Consumer
Enterprise
Total
ADP
$
404,317
$
-
$
30,512
$
434,829
South Africa
370,009
-
30,512
400,521
Rest of world
34,308
-
-
34,308
Transactional fees
-
39,506
82
39,588
Cash
43,723
-
-
43,723
Acquiring
32,507
-
-
32,507
South Africa
32,507
-
-
32,507
Rest of world
-
-
-
-
Software
14,872
-
-
14,872
Utilities
-
-
4,027
4,027
Other
19,663
530
4,820
25,013
South Africa
19,173
530
4,820
24,523
Rest of world
490
-
-
490
Total
revenue under ASC 606, derived from the
following geographic location
515,082
40,036
39,441
594,559
South Africa
480,284
40,036
39,441
559,761
Rest of world
34,798
-
-
34,798
Lending
9,170
35,920
-
45,090
South Africa
9,113
35,920
-
45,033
Rest of world
57
-
-
57
Insurance
-
20,052
-
20,052
Total
non-ASC 606 revenue, derived from the
following geographic location
9,170
55,972
-
65,142
South Africa
9,113
55,972
-
65,085
Rest of world
57
-
-
57
Total
revenue, derived from the following
geographic locations
524,252
96,008
39,441
659,701
South Africa
489,397
96,008
39,441
624,846
Rest of world
$
34,855
$
-
$
-
$
34,855
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-69
16.
REVENUE (continued)
The
following
table
represents
our
revenue
disaggregated
by
major
revenue
streams,
including
reconciliation
to
operating
segments for the year ended June 30, 2024:
Merchant
Consumer
Enterprise
Total
ADP
$
390,041
$
-
$
31,064
$
421,105
South Africa
363,879
-
31,064
394,943
Rest of world
26,162
-
-
26,162
Cash
40,319
-
-
40,319
Transactional fees
-
31,238
-
31,238
Acquiring
12,642
-
-
12,642
Other
4,790
76
7,878
12,744
South Africa
4,379
76
7,878
12,333
Rest of world
411
-
-
411
Total
revenue under ASC 606, derived from the
following geographic location
447,792
31,314
38,942
518,048
South Africa
421,219
31,314
38,942
491,475
Rest of world
26,573
-
-
26,573
Lending
8,277
25,140
-
33,417
South Africa
8,222
25,140
-
33,362
Rest of world
55
-
-
55
Insurance
-
12,757
-
12,757
Total
non-ASC 606 revenue, derived from the
following geographic location
8,277
37,897
-
46,174
South Africa
8,222
37,897
-
46,119
Rest of world
55
-
-
55
Total
revenue, derived from the following
geographic locations
456,069
69,211
38,942
564,222
South Africa
429,441
69,211
38,942
537,594
Rest of world
$
26,628
$
-
$
-
$
26,628
17.
STOCK-BASED COMPENSATION
Amended and Restated Stock Incentive Plan
The Company’s
Amended and
Restated 2022
Stock Incentive
Plan (“2022
Plan”) was
most recently
amended and
restated on
November 16, 2022.
On each of April 11,
2024, and September
2, 2025, respectively,
the Company’s
Board amended the 2022
Plan
to increase the number of shares available
for issuance by
3,000,000
(for a total increase of
6,000,000
). On each of June 3, 2024, and
December 8, 2025, respectively,
the Company’s shareholders approved
the amendment.
No evergreen provisions are included in the 2022 Plan. This means that the maximum number of
shares issuable under the 2022
Plan is fixed and
cannot be increased without
shareholder approval, the
2022 Plan expires by
its terms upon a
specified date, and
no
new stock options
are awarded automatically
upon exercise of
an outstanding
stock option. Shareholder
approval is required
for the
repricing of awards
or the
implementation of any
award exchange
program. The Plan
permits Lesaka to
grant to
its employees,
directors
and
consultants
incentive
stock
options,
nonqualified
stock
options,
stock
appreciation
rights,
restricted
stock,
performance-based
awards
and
other
awards
based
on
its
common
stock.
The
Remuneration
Committee
of
the
Company’s
Board
of
Directors
(“Remuneration Committee”) administers the 2022 Plan.
The total
number of
shares of
common stock
issuable under
the 2022
Plan is
19,552,580
. The
maximum number
of shares
for
which stock
options, stock
appreciation rights
(other than
performance-based awards
that are
not options)
may be
granted during
a
calendar year to any
participant is
600,000
shares. Shares covered by
awards that expire, terminate
or lapse without payment
will again
be available
for the grant
of awards under
the 2022 Plan,
as well as
shares that are
delivered to
us by the
holder to
pay withholding
taxes
or
as
payment
for
the
exercise
price
of
an
award,
if
permitted
by
the
Remuneration
Committee.
The
shares
deliverable
in
connection with
awards granted
under the
2022 Plan
may consist, in
whole or
in part,
of authorized
but unissued
shares or
treasury
shares. To
account for
stock splits,
stock dividends,
reorganizations,
recapitalizations,
mergers,
consolidations,
spin-offs
and
other
corporate events, the 2022
Plan requires the Remuneration
Committee to equitably
adjust the number and
kind of shares of
common
stock issued or reserved pursuant to the
2022 Plan or outstanding awards, the maximum
number of shares issuable pursuant to awards,
the exercise price for awards, and other affected terms of awards to reflect such event. No awards may be
granted under the 2022 Plan
a
fter September 7, 2032, but awards granted on or before such date may
extend to later dates.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-70
17.
STOCK-BASED COMPENSATION
(continued)
Amended and Restated Stock Incentive Plan (continued)
Options
General Terms of
Awards
Option awards are generally granted with an exercise price equal to the market price of the Company's stock at the date of grant,
with vesting conditioned upon the recipient’s continuous service through the applicable vesting date and expire
10
years after the date
of grant. The options generally become exercisable in accordance with a
vesting schedule ratably over a period of
three years
from the
date of grant. The Company issues new shares to satisfy stock option award exercises but may
also use treasury shares.
Valuation
Assumptions
The
fair
value
of
each
option
is
estimated
on
the
date
of
grant
using the
Cox
Ross
Rubinstein
binomial
model
that
uses the
assumptions noted
in the
table below.
The estimated
expected volatility
is calculated
based on
the Company’s
730
,
1095
and
1460
-
day volatility (as applicable).
The estimated expected life of the option was determined based on the historical behavior of employees
who were
granted options
with similar
terms.
No
stock options
were granted
during the
year ended
June 30,
2026. The
table below
presents the range of assumptions used to value options granted during the years
ended June 30, 2025 and 2024:
2025
2024
Expected volatility
43
%
56
%
Expected dividends
0
%
0
%
Expected life (in years)
2.0
5.0
Risk-free rate
4.32
%
2.09
%
Restricted Stock
General Terms of
Awards
Shares of restricted stock are
considered to be participating non-vested equity shares
(specifically contingently returnable shares)
for the
purposes of
calculating earnings per
share (refer
to Note
19) because, as
discussed in
more detail
below, the recipient is
obligated
to transfer any unvested
restricted stock back to
the Company for no
consideration and these shares
of restricted stock are
eligible to
receive non-forfeitable
dividend equivalents
at the
same rate as
common stock.
Restricted stock
generally vests
ratably over
a
three
year
period, with
vesting conditioned
upon the
recipient’s
continuous service
through the
applicable vesting
date and
under certain
circumstances, the achievement of certain performance targets,
as described below.
Recipients
are
entitled
to
all
rights
of
a
shareholder
of
the
Company
except
as
otherwise
provided
in
the
restricted
stock
agreements. These
rights include the
right to vote
and receive dividends
and/or other
distributions,
however, any
or all dividends
or
other
distributions
paid
related
to
restricted
stock
during
the period
of
such
restrictions
shall
be
accumulated
(without
interest)
or
reinvested in additional shares of common stock, which in either case shall be subject to the same restrictions as the underlying award
or such other restrictions as the Remuneration
Committee may determine.
The restricted stock agreements generally
prohibit transfer
of any
nonvested and
forfeitable restricted
stock. If a
recipient ceases
to be
a member
of the
Board of
Directors or
an employee
for
any reason, all
shares of restricted
stock that are
not then vested
and non-forfeitable
will be immediately
forfeited and transferred
to
the Company
for no consideration
,
except as otherwise
agreed between
the parties.
Forfeited shares
of restricted
stock are
available
for future issuances by the Remuneration Committee.
The Company issues new shares to satisfy restricted stock awards.
Valuation
Assumptions
The fair value
of restricted stock
is generally based
on the closing
price of the
Company’s stock
quoted on The
Nasdaq Global
Select Market on the date of grant.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-71
17.
STOCK-BASED COMPENSATION
(continued)
Amended and Restated Stock Incentive Plan (continued)
Restricted Stock (continued)
Market Conditions - Restricted Stock Granted in November 2025
In November
2025, the
Company awarded
245,000
shares of
restricted stock
to a
group comprising
employees and
which are
subject to a time-based vesting condition and a market condition and vest in full only on the date, if any, that the following conditions
are satisfied: (1) a compounded annual
15
% appreciation in the Company’s stock price off a base
price of $
4.31
over the measurement
period commencing on November 1, 2025 through October 31, 2028, and
(2) the recipient is employed by the
Company on a full-time
basis through to October 31, 2028. If either of these conditions is not satisfied, then none of the shares of
restricted stock will vest and
they will be forfeited. The Company’s
closing price on October 31, 2025, was $
4.30
.
The appreciation levels (times and price) and
annual target percentages to earn the
awards as of each period
ended are as follows:
Prior to the first anniversary of the grant date:
0
%;
Fiscal
2027,
the
Company’s
30-day
volume
weighted-average
stock
price
(“VWAP”)
before
October
31,
2026
is
approximately
1.15
times higher (i.e. $
4.96
or higher) than $
4.31
:
33
%;
Fiscal 2028, the Company’s
VWAP before
October 31, 2027 is
1.32
times higher (i.e. $
5.70
or higher) than $
4.31
:
67
%;
Fiscal 2029, the Company’s
VWAP before
October 31, 2028 is
1.52
times higher (i.e. $
6.55
) than $
4.31
:
100
%.
The fair value
of these shares
of restricted
stock was calculated
using a Monte
Carlo simulation. In
scenarios where
the shares
do not vest, the final vested value at maturity is zero. In scenarios where vesting occurs, the final vested value on maturity is the share
price on
vesting date.
In its calculation
of the
fair value
of the
restricted stock,
the Company
used an
equally weighted
volatility of
41.2
% for
the closing
price (of
$
4.35
), a
discounting based
on U.S.
dollar overnight
indexed swap
rates for
the grant
date, and
no
future dividends. The equally weighted volatility was extracted from the time series for closing prices as the standard deviation of log
prices for the three years preceding the grant date.
Restricted Stock Units
The Remuneration Committee
may approve the
grant of other
stock-based awards. In
April 2022, the
Company granted
1,250,486
shares
of
restricted
stock
to
employees
of
Connect
pursuant
to
the
terms
of
the
acquisition.
The
award
included
an
equalization
mechanism to
maintain a
return of
$
7.50
per share
of restricted
stock upon
vesting through
the issue
of restricted
stock units.
The
conversion of restricted stock units to shares cannot exceed
50
% under the terms of the award and therefore no more than
625,243
(or
1,250,486
divided by two) would be
issued upon vesting. During
the years ended June 30, 2025
and 2024, respectively,
380,775
and
388,908
shares of restricted
stock vested, and
190,378
and
194,454
restricted stock units
vested, the maximum amount
possible, and
were
converted
to
shares
of
common
stock.
Employees
elected
for
173,354
and
166,087
shares
to
be
withheld
from
173,468
and
166,167
restricted stock units which vested, and which were converted to shares, in
order to satisfy the withholding tax liability on the
vesting
of these
and other
shares. The
173,354
and
166,087
shares have
been included
as a
reduction
of the
Company’s
shares of
common stock (these shares were included in treasury shares prior to the recast
discussed in Note 1).
Stock Appreciation Rights
The Remuneration Committee may also grant stock appreciation rights, either
singly or in tandem with underlying stock
options.
Stock appreciation rights entitle the holder upon exercise to receive an amount in any combination of cash or shares of common stock
(as determined by the Remuneration Committee)
equal in value to the
excess of the fair
market value of the shares
covered by the right
over the grant price.
No
stock appreciation rights have been granted.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-72
17.
STOCK-BASED COMPENSATION
(continued)
Stock option and restricted stock activity
Options
The following table summarizes stock option activity for the years ended
June 30, 2026, 2025 and 2024:
Number of
shares
Weighted
average
exercise
price
($)
Weighted
average
remaining
contractual
term
(in years)
Aggregate
intrinsic
value
($'000)
Weighted
average
grant date
fair value
($)
Outstanding - July 1, 2023
673,274
4.37
5.14
239
1.67
Granted – June 2024
500,000
3.50
5.17
880
1.76
Granted – June 2024
1,000,000
6.00
4.60
1,690
1.69
Granted – June 2024
1,000,000
8.00
4.60
1,300
1.30
Granted – June 2024
1,000,000
11.00
4.60
920
0.92
Granted – June 2024
1,000,000
14.00
4.60
685
0.69
Exercised
(54,287)
2.25
-
71
-
Forfeited
(200,739)
3.96
-
1.42
Outstanding - June 30, 2024
4,918,248
8.70
4.51
889
1.77
Granted – December 2024
350,000
6.00
2.00
433
1.24
Granted – December 2024
250,000
8.00
2.00
177
0.71
Granted – January 2025
100,000
8.00
2.00
71
0.71
Granted – January 2025
150,000
11.00
2.00
107
0.71
Granted – January 2025
150,000
14.00
2.00
123
0.82
Exercised
(38,011)
3.02
-
72
-
Forfeited
(13,333)
11.23
-
8.83
Outstanding - June 30, 2025
5,866,904
8.71
3.55
703
1.20
Exercised
(21,196)
3.02
-
41
-
Outstanding - June 30, 2026
5,845,708
8.73
2.29
979
1.20
These options have an exercise price range of $
3.01
to $
14.00
.
No
stock options
were awarded
during
the year
ended June
30, 2026.
The Company
awarded
1,000,000
and
4,500,000
stock
options to employees during the years ended June 30, 2025
and 2024, respectively.
The Company awarded
1,000,000
stock options during the
year ended June 30, 2025
with strike prices ranging
from $
6
to $
14
.
These stock options
will vest on December
31, 2026, and vesting
is subject to the
executive officers continued
employment with the
Company through to the vesting date. The
1,000,000
stock options expire on January 31, 2029.
The
4,500,000
stock options awarded
during the year
ended June 30,
2024, were awarded
to Mr.
Mazanderani, the Company’s
Executive Chairman, and
500,000
of these stock options were granted pursuant to the 2022 Plan and
4,000,000
were granted pursuant
to shareholder approval which was
obtained on June 3, 2024. The
500,000
options vested on December 3, 2024,
the first anniversary
of the grant date, and were subject to Mr. Mazanderani’s continued services as Executive Chair through the vesting date. The
500,000
options were scheduled
to vest immediately
if Mr.
Mazanderani’s employment
was terminated by
the Company without cause
on or
before the first anniversary of the grant date. In March 2025, the Company’s Remuneration Committee amended the exercise terms of
the
500,000
stock options from
being exercisable during
a period commencing
from January 31,
2028 to January
31, 2029, to
being
exercisable from March 2025, however,
any stock options exercised may only be sold during a period
commencing from January 31,
2028 to January 31, 2029. The
4,000,000
options vested on January 31, 2026, and were subject to Mr. Mazanderani’s ongoing service
through to this
date. The
4,000,000
stock options may
only be exercised
during a period
commencing from January
31, 2028 to
January
31, 2029.
On August 3, 2026, the Company awarded Mr. Mazanderani, an option to purchase
1,000,000
shares of the Company’s common
stock at an exercise price of $
5.00
per share. These stock options may only be exercised during the period commencing
from April 1,
2029
to April
1, 2030.
Vesting
of these
stock options
is subject
to Mr.
Mazanderani’s
continuous
employment
with the
Company
t
hrough April 1, 2028.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-73
17.
STOCK-BASED COMPENSATION
(continued)
Stock option and restricted stock activity (continued)
Options (continued)
During
the year
ended
June 30,
2026,
4,000,000
stock options
vested
and
are exercisable
during
a period
commencing
from
January
31, 2028
to January
31,
2029. During
the years
ended June
30, 2025
and 2024,
an additional
26,982
(which
excludes the
500,000
options discussed earlier), and
116,063
stock options became exercisable, respectively. During the
years ended June 30,
2026,
2025 and 2024,
the Company received
approximately $
0.06
million, $
0.1
million, and $
0.2
million from the
exercise of
21,196
,
38,011
,
and
54,287
stock options, respectively.
No
stock options were forfeited during the year
ended June 30, 2026. During the
years ended June 30, 2025
and 2024, employees
forfeited
13,333
and
200,739
stock options, respectively.
The stock options forfeited had strike prices ranging from $
3.01
to $
11.23
.
The following table presents stock options vested and expected to vest as of
June 30, 2026:
Number of
shares
Weighted
average
exercise
price
($)
Weighted
average
remaining
contractual
term
(in years)
Aggregate
intrinsic
value
($’000)
Vested
and expected to vest - June 30, 2026
5,845,708
8.73
2.29
979
These options have an exercise price range of $
3.01
to $
14.00
, and include the
4,000,000
options awarded in June 2024.
The following table presents stock options that are exercisable as of June
30, 2026:
Number of
shares
Weighted
average
exercise
price
($)
Weighted
average
remaining
contractual
term
(in years)
Aggregate
intrinsic
value
($’000)
Exercisable - June 30, 2026
845,708
4.01
2.68
979
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-74
17.
STOCK-BASED COMPENSATION
(continued)
Stock option and restricted stock activity
(continued)
Restricted stock
The following table summarizes restricted stock activity for the years
ended June 30, 2025 and 2024:
Number of shares of
restricted stock
Weighted average grant
date fair value
($’000)
Non-vested – June 30, 2023
2,614,419
11,869
Total granted
1,002,241
3,942
Granted – October 2023
333,080
1,456
Granted – October 2023, with performance conditions
310,916
955
Granted – October 2023
225,000
983
Granted – January 2024
56,330
197
Granted – February 2024
9,195
31
Granted - June 2024
67,720
320
Total vested
(1,232,251)
5,208
Vested
– July 2023
(78,800)
302
Vested
– November 2023
(109,833)
429
Vested
– December 2023
(67,073)
234
Vested
– February 2024
(14,811)
53
Vested
– March 2024
(69,286)
256
Vested
– April 2024
(394,932)
1,630
Vested
– May 2024
(88,617)
391
Vested
– June 2024
(350,247)
1,639
Vested
– June 2024, with performance conditions
(58,652)
274
Total forfeitures
(299,463)
1,315
Forfeitures - employee terminations
(82,077)
298
Forfeitures – May and July 2021 awards with market condition
(217,386)
1,017
Non-vested – June 30, 2024
2,084,946
8,736
Total granted
1,433,610
5,381
Granted – August 2024
32,800
154
Granted – October 2024
100,000
490
Granted – November 2024, with performance conditions
1,198,310
4,206
Granted – January 2025
65,000
354
Granted – April 2025
37,500
177
Total vested
(1,197,944)
5,742
Vested
– July 2024
(78,801)
394
Vested
– November 2024
(213,687)
1,134
Vested
– November 2024, with performance conditions
(103,638)
524
Vested
– December 2024
(77,306)
417
Vested
– February 2025
(13,922)
68
Vested
– March 2025
(69,287)
328
Vested
– April 2025
(385,787)
1,737
Vested
– June 2025
(255,516)
1,140
Total forfeitures
(150,712)
728
Forfeitures - employee terminations
(121,591)
571
Forfeitures – December 2021 awards with market condition
(29,121)
157
Non-vested – June 30, 2025
2,169,900
7,833
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-75
17.
STOCK-BASED COMPENSATION
(continued)
Stock option and restricted stock activity
(continued)
Restricted stock (continued)
The following table summarizes restricted stock activity for the year
ended June 30, 2026:
Number of shares of
restricted stock
Weighted average grant
date fair value
($’000)
Non-vested – June 30, 2025
2,169,900
7,833
Total granted
1,054,095
4,228
Granted – July 2025
3,772
17
Granted – August 2025
5,323
25
Granted – September 2025
200,000
922
Granted – October 2025
215,000
905
Granted – November 2025
160,000
708
Granted – November 2025, with performance conditions
245,000
598
Granted – February 2026
150,000
698
Granted – March 2026
30,000
139
Granted – May 2026
45,000
216
Total vested
(400,394)
1,691
Vested
– August 2025
(10,933)
50
Vested
– October 2025
(33,333)
139
Vested
– November 2025
(120,434)
465
Vested
– December 2025
(52,479)
196
Vested
– February 2026
(21,666)
99
Vested
– April 2026
(12,499)
61
Vested
– June 2026
(149,050)
681
Total forfeitures
(361,413)
1,437
Forfeitures - employee terminations
(103,545)
475
Forfeitures - December 2022 award with market conditions
(257,868)
962
Non-vested – June 30, 2026
2,462,188
9,381
Awards granted
In
July,
August,
September,
October
and
November
2025,
and
February,
March
and
May
2026,
respectively,
the
Company
granted
3,772
;
5,323
;
200,000
;
215,000
;
160,000
;
150,000
;
30,000
; and
45,000
shares of
restricted stock
to employees
which have
time-based
vesting
conditions
and
which
are
subject
to
the
employees’
continued
employment
with
the
Company
through
the
applicable vesting dates. In November
2025, the Company awarded
245,000
shares of restricted stock to employees
which contained
time and performance-based (market conditions related to share price performance)
vesting conditions.
In August 2024, October
2024, January 2025 and
April 2025, respectively,
the Company granted
32,800
;
100,000
;
65,000
; and
37,500
shares of
restricted
stock to
employees which
have time-based
vesting
conditions and
which
are subject
to the
employee’s
continued employment with the Company through the applicable
vesting dates. In November 2024, the Company awarded
1,198,310
shares of restricted stock to executive
officers and employees which contained time and
performance-based (market conditions related
to share price performance) vesting conditions.
In October 2023, the Company
awarded
333,080
shares of restricted stock with time-based
vesting conditions to approximately
150
employees, which are subject to the employees continued employment with the Company through the applicable vesting dates. In
October 2023, the Company awarded
310,916
shares of restricted stock to executive officers which
contained time and performance-
based
(market
conditions
related
to
share
price
performance)
vesting
conditions.
The
Company
also
awarded
225,000
shares
of
restricted stock to an executive officer in October
2023, which vest on June 30, 2025, except if the executive
officer is terminated for
cause, in which case the award
will be forfeited. In January 2024,
February 2024 and June 2024, the
Company awarded
56,330
;
9,195
;
and
67,720
shares of restricted stock with time-based vesting conditions to employees.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-76
17.
STOCK-BASED COMPENSATION
(continued)
Stock option and restricted stock activity (continued)
Restricted stock (continued)
Awards granted
(continued)
The Company
had previously
agreed to
grant an
advisor
5,500
shares per
month in
lieu of cash
for ad
hoc consulting
services
provided to the Company. The Company and the advisor have agreed that the Company will issue the shares to the advisor, in arrears,
on a quarterly basis. During the year ended June 30, 2026, the Company
recorded a stock-based compensation charge of $
0.1
million
and included the issuance of
27,500
shares of common stock in its issued and outstanding share count. During the
year ended June 30,
2026, the Company and the consultant agreed that
49,500
shares of the Company’s common
stock that were previously issued would
be forfeited
and a
cash payment
of $
0.2
million was
made in
lieu of
the forfeited
shares. During
the year
ended June
30, 2025,
the
Company recorded
a stock-based compensation
charge of $
0.4
million and included
the issuance of
66,000
shares of common
stock
in its issued and outstanding share count. Overall, the Company issued a
total of
44,000
shares (
27,500
plus
66,000
less
49,500
) of the
Company’s common
stock to the consultant during the year ended June 30, 2026.
Awards vested
During the years ended June 30, 2026, 2025 and
2024, respectively,
400,394
;
1,197,944
; and
1,002,241
shares of restricted stock
with time-based and performance-based vesting conditions vested. The June 30, 2025, shares include
78,801
shares of restricted stock
granted to
Mr.
Meyer, our
former Group
CEO, which
vested in
July 2024,
and
103,638
shares of
restricted stock
with performance
conditions (share price targets) which vested in November 2024, following the achievement of the agreed performance condition. The
June 30,
2024, shares
of stock vesting
includes
58,652
shares with
a performance-based
condition related
to the
achievement of
the
2021 to 2024 financial
services plan. The fair
value of restricted stock
which vested during the
years ended June 30,
2026, 2025
and
2024, was $
4.2
million, $
5.9
million and $
5.2
million, respectively.
In August, November and
December 2025 and January
and April 2026, an
aggregate of
192,936
shares of restricted stock
granted
to employees vested
and they elected
for
84,758
shares to be
withheld to
satisfy the withholding
tax liability on
the vesting of
these
shares.
In November 2024,
27,546
shares of restricted stock granted to Mr.
Mali vested and he elected for
12,396
shares to be withheld
to satisfy
the withholding
tax liability
on the
vesting of
these shares.
In addition,
in November
and December
2024 and
February,
April, May and June
2025, an aggregate of
556,889
shares of restricted stock
granted to employees vested
and they elected for
185,437
shares to be withheld to satisfy the withholding tax liability on the vesting of
these shares.
In May
2024,
55,598
shares of
restricted stock
granted to
Mr.
Mali vested
and he
elected for
25,020
shares to
be withheld
to
satisfy the withholding tax liability on the vesting of these shares. In addition, in November and December
2023
and February, April,
May and June
2024, an aggregate
of
556,889
shares of restricted
stock granted to employees
vested and they elected
for
128,415
shares
to be withheld to satisfy the withholding tax liability on the vesting of these
shares.
These
84,758
,
197,833
(
12,396
plus
185,437
) and
153,435
(
25,020
plus
128,415
) shares have
been included in
the Company’s
shares of common stock (these shares were included in
treasury shares prior to the recast discussed
in Note 1) for the years ended June
30, 2026, 2025 and 2024, respectively.
Awards forfeited
During the year ended June 30, 2026,
257,868
shares of restricted stock were forfeited by executive officers (including a former
Group CEO)
as the
market condition
(related to
share price
performance) were
not achieved.
During the
year ended
June 30,
2026,
employees forfeited
103,545
shares of restricted stock following their termination of employment with the Company.
During the
year ended
June 30,
2025,
29,121
shares of
restricted stock
were forfeited
by an
employee as
the market
condition
(related to share price
performance) were not achieved.
During the year ended
June 30, 2025, employees
forfeited
121,591
shares of
restricted stock following their termination of employment with the Company.
During the year
ended June 30,
2024,
217,386
shares of restricted
stock were forfeited
by executive officers
(including former
executive officers)
as the
market condition
(related to
share price
performance)
were not
achieved.
During the
year ended
June 30,
2
024, employees forfeited
82,077
shares of restricted stock following their termination of employment with the Company.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-77
17.
STOCK-BASED COMPENSATION
(continued)
Lesaka ESOP Trust
On November 14, 2024, the Company announced that its shareholders voted on and approved
the funding and issuance of shares
to the Lesaka ESOP Trust at its annual general meeting. The Lesaka Employee Share Ownership Plan (“ESOP”)
is designed to create
alignment
with
the
Company's
long-term
growth
objectives.
The
Lesaka
ESOP
Trust
is
also
expected
to
advance
the Company’s
transformation
initiatives
and
plays
an
important
role
in
improving
the
company’s
Broad-Based
Black
Economic
Empowerment
(“BBBEE”) rating.
As of
November 2024,
when shareholders
approved the
plan, the
Company’s
employee base
was comprised
of
approximately
87
%
designated
groups
for
BBBEE
purposes.
Through
the
creation
of
a
broader
base
of
employee
ownership,
the
Company
is
helping
to
promote
economic
inclusion
and
contribute
to
transformation
in the
broader
South
African
economy.
The
Lesaka ESOP Trust
is structured as
an evergreen
trust, ensuring
the permanence of
the plan and
allowing for the
inclusion of future
employees as the Company continues to grow.
The
Lesaka
ESOP
Trust
was
required
to
have
an
effective
holding
of
3
%
of
the
Company’s
issued
shares
at
the
date
of
implementation,
and in
February 2025,
the Company
issued
2,490,000
shares of
its common
stock to
the Lesaka
ESOP Trust.
The
subscription price
payable by
the Lesaka
ESOP Trust
for the
shares was
vendor funded
by the
Company through
a notional
vendor
funding (“NVF”)
structure whereby
the Company
provided a
notional loan
to the
Lesaka ESOP
Trust representing
the fair value
of
the shares, facilitating
the acquisition by
the Lesaka ESOP
Trust of
the shares without
requiring any upfront
payment by the
Lesaka
ESOP Trust except for the payment of a nominal value of $
0.001
per share. The NVF structure will achieve the
same economic effect
as a traditional
loan structure from
the Company to the
Lesaka ESOP Trust
to enable the Lesaka
ESOP Trust to
subscribe for shares
in the Company, but without
any actual flow of funds from the Company to the Trust.
A notional amount on the date
of issue was ascribed to each share
that the Lesaka ESOP Trust
subscribed for, which
is equal to
the fair market value
of one of the
Company shares of common
stock (which is the
amount the Lesaka ESOP
Trust would have
paid
for one of the Company’s shares in an ordinary course cash transaction with the Company) less a
10
% discount. The principal amount
on the NVF loan will
accrue interest at a fixed
rate of
3
% per annum. The NVF
will have a
five-year
term. The notional amount was
not recognized in the Company’s financial statements because
it represents a formula to
calculate the number of the
Company’s shares
of common stock to be returned by the Lesaka ESOP Trust
to the Company after
five years
.
On or about the 5
th
anniversary of the implementation date of the ESOP (“Maturity Date”), the Company will have the option to
repurchase
a
portion
of
the
shares
held
by
the
Lesaka
ESOP
Trust
at
the
nominal
aggregate
amount
to
settle
the
total
NVF
loan
outstanding. The number of
shares to be repurchased will be
determined by using a formula
set out in the transaction
documents that
considers the total
NVF loan outstanding on
the Maturity Date
and the market
value of one
of the Company’s shares held
by the Lesaka
ESOP Trust. The purchase
consideration that would have been
payable for the shares the Company
will repurchase (which is the fair
market value the Company
would have paid for the shares
in an ordinary course cash transaction
with the Lesaka ESOP Trust
on the
Maturity Date) will be set off
against the total NVF loan outstanding.
After settlement of the NVF loan,
50
% of the remaining shares
held by the Lesaka ESOP Trust, if any,
will be distributed to eligible employees.
The Lesaka ESOP Trust will hold shares of
the Company’s common stock. The
Lesaka ESOP Trust will therefore be entitled to
receive its proportionate share of any
dividends and other distributions declared by the
Company to its shareholders and vote
its shares
held on matters requiring shareholder approval.
The Lesaka ESOP Trust
is administered by the
board of trustees made up
of
five
members nominated by the Company’s
Board
and the participants in the ESOP.
The Company’s Board has the right
to nominate
two
members to the board of trustees. The balance
of the trustees,
one
of which must be an independent trustee,
are nominated by the participants. The nominees
appointed to the board
of trustees may not be members of the Company’s Board or an officer as contemplated in Rule 16a-(f) of the Securities and Exchange
Act of 1934. The nominees of
the participants need to meet an election
criteria to be eligible for nomination which requires
participant
nominees to have been employed by the Group for a continuous and uninterrupted period of at least
three years
. The trustees have the
discretion to determine how
the Lesaka ESOP Trust
should vote shares of
the Company common stock held on
matters requiring the
Company’s shareholders
approval. The decisions by the trustees are decided by a majority vote.
The Company
is responsible
for all
reasonable
operating expenses
incurred
by the
Lesaka ESOP
Trust
until such
time as
the
Lesaka ESOP Trust has sufficient
cash resources of its own to settle its operating expenses.
The Company controls the Lesaka
ESOP
Trust because
the Lesaka ESOP
Trust is
considered to
be a variable
interest entity (“VIE”)
in which the
Company has a
controlling
financial interest.
Accordingly,
the Lesaka ESOP
Trust is
consolidated by
the Company.
As the Lesaka
ESOP Trust
is consolidated
by the
Company,
the
2,490,000
shares of
the Company’s
common stock
held by
Lesaka ESOP
Trust
are accounted
for as
treasury
shares at the
nominal amount
of $
0.001
per share. Purchases
and sales of
the Company’s
common stock
between the
Company and
the Lesaka ESOP Trust will be recognized within equity with no profit or loss
being recognized in the statement of operations on such
acquisition or disposal.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-78
17.
STOCK-BASED COMPENSATION
(continued)
Lesaka ESOP Trust (continued)
Qualifying employees
were allocated A
and B units.
An A unit
represents an option
for the employees
to acquire shares
of the
Company’s common stock in future. The A
unit represents an equity-settled share-based
payment, requiring the recognition of
a stock-
based compensation
charge over
a
five year
service period.
The A
units were
measured at
their grant
date fair
value using
a Black
Scholes valuation model.
A B unit represent
s
an employees’ entitlement
to cash payments
based on dividends
paid by the Company
to
the
Lesaka
ESOP
Trust,
and
consequently
distributions
that
the
Lesaka
ESOP
Trust
makes
to
qualifying
employees
who
are
beneficiaries of the Lesaka
ESOP Trust. These
payments represent an
employee benefit, requiring
that the Company to
recognize an
expense to the value of the payment made when each payment is made.
Initial
qualifying
employees
are
required
to
have
a
minimum
of
two year
’s
service
with
the
Company,
with
criteria
being
determined on December 31, 2024. Initial qualifying employees received invitation and allocation notices on or around April 1, 2025.
As
employees
complete
two years
service
to
any
subsidiary
of
the
Company
they
will
become
eligible
for
consideration
as
a
beneficiary of the Lesaka ESOP Trust. Qualifying
employees include employees of recent acquisitions, including Adumo.
On April 1,
2025, the Lesaka
ESOP Trust
awarded
2,030
qualifying employees
1,989,400
A units and
2,030
B units. Lesaka’s
closing price on the Nasdaq on April 1, 2025 was $
5.00
per share and each A unit was issued with an initial strike price
of $
4.50
(the
closing price
less a
10
% discount)
and is
expected to
grow by
3
% per
annum through
to April
1, 2030.
The Company
estimated a
forfeiture rate of
8
% per annum. The
fair value of
each A unit is
estimated on the
date of grant
using Black-Scholes model
that uses
the assumptions noted in the table below. The estimated expected volatility is generally calculated based on the Company’s
1,251
-day
volatility.
The
estimated
expected
life
of
the
option
was
determined
as
the
period
from
grant
date
through
to
the
vesting
date
in
February 2030.
On April 1, 2026, the Lesaka ESOP Trust awarded
348
qualifying employees
278,400
A units and
348
B units. Lesaka’s closing
price on the Nasdaq on April 1, 2026 was $
4.92
per share and each A unit was issued with an initial strike price
of $
4.50
(the closing
price less a
10
% discount) and
is expected to
grow by
3
% per annum
through to April
1, 2030. The
Company estimated
a forfeiture
rate
of
8
%
per
annum.
The
fair
value
of
each
A
unit
is
estimated
on
the
date
of
grant
using Black-Scholes
model
that
uses
the
assumptions noted
in the
table below.
The estimated
expected volatility
is generally
calculated based
on the
Company’s
1,251
-day
volatility.
The
estimated
expected
life
of
the
option
was
determined
as
the
period
from
grant
date
through
to
the
vesting
date
in
February 2030.
The table below presents the range of assumptions used to value options granted during
the years ended June 30, 2026 and 2025:
2026
2025
Expected volatility
44
%
46
%
Expected dividends
0
%
0
%
Expected life (in years)
3.9
4.9
Risk-free rate
4.18
%
4.17
%
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-79
17.
STOCK-BASED COMPENSATION
(continued)
Stock-based compensation charge and unrecognized compensation
cost
The Company has
recorded a net stock
compensation charge
of $
7.0
million, $
9.6
million and $
7.9
million for the
years ended
June 30, 2026, 2025 and 2024, respectively,
which comprised:
Total
charge
Allocated to IT
processing,
servicing and
support
Allocated to
selling, general
and
administration
Year
ended June 30, 2026
Stock-based compensation charge
$
6,616
$
-
$
6,616
Stock-based compensation charge related to ESOP
655
-
655
Reversal of stock compensation charge related to stock
options and restricted stock forfeited
(302)
-
(302)
Total - year ended June
30, 2026
$
6,969
$
-
$
6,969
Year
ended June 30, 2025
Stock-based compensation charge
$
9,482
$
-
$
9,482
Stock-based compensation charge related to ESOP
157
-
157
Reversal of stock compensation charge related to stock
options and restricted stock forfeited
(89)
-
(89)
Total - year ended June
30, 2025
$
9,550
$
-
$
9,550
Year
ended June 30, 2024
Stock-based compensation charge
$
8,045
$
-
$
8,045
Reversal of stock compensation charge related to stock
options and restricted stock forfeited
(134)
-
(134)
Total - year ended June
30, 2024
$
7,911
$
-
$
7,911
The
stock-based
compensation
charges
and
reversal
have
been
allocated
to
selling,
general
and
administration
based
on
the
allocation of the cash compensation paid to the relevant employees.
As of June
30, 2026, the
total unrecognized
compensation cost related
to stock options
was approximately
$
2.7
million, which
the
Company
expects
to
recognize
over
approximately
two years
.
As of
June
30,
2026,
the
total
unrecognized
compensation
cost
related to restricted stock awards was approximately $
5.3
million, which the Company expects to recognize over approximately
three
years
.
Income tax consequences
During the years ended June 30, 2026, 2025 and 2024, the
Company recorded a deferred tax benefit of $
0.6
million, $
1.0
million
and
$
0.7
million, respectively,
related
to the
stock-based
compensation
charge
recognized related
to employees
of Lesaka.
During
these periods the
Company recorded a
valuation allowance related
to the
full deferred tax
benefit recognized because
it does not
believe
that the
stock-based compensation
deduction would
be utilized
as it
does not
anticipate generating
sufficient taxable
income in
the
United States. The
Company deducts the
difference between the
market value on the
date of exercise by
the option recipient
and the
exercise price
from income
subject to
taxation in
the United
States. Lesaka
recharges its
subsidiaries for
stock-based compensation
charges
related
to service
provided
by employees
of its
subsidiaries.
During
the years
ended
June 30,
2026,
2025 and
2024,
these
subsidiaries deducted stock-based compensation charges
of $
3.6
million, $
4.3
million, and $
4.6
million, respectively.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-80
18.
INCOME TAXES
Income tax expense
The table below presents the
components of income (loss) before
income tax expense (benefit)
for the years ended June
30, 2026,
2025 and 2024:
2026
2025
2024
Domestic: South Africa
(A)
$
11,233
$
(35,554)
$
(5,480)
Foreign:
(7,507)
(71,629)
(8,393)
United States
(11,993)
(12,322)
(8,705)
Other
(1)
4,486
(59,307)
312
Income (Loss) before income tax expense (benefit)
(A)
$
3,726
$
(107,183)
$
(13,873)
(A) Income
(loss) before
income tax
expense (benefit)
to Net
income (loss)
attributable to
Lesaka for
the year
ended June
30,
2025
and
2024
decreased
by
$
1.2
million
and
$
1.1
million,
respectively,
in
order
to
correct
the
error
discussed
in
Note
1
to
the
consolidated statement of operations.
(1) Amount
for the
year ended
June 30,
2025, includes
the impact
of the
change in
fair value
of equity
securities discussed
in
Note 6 related to MobiKwik.
Presented below
is income tax
expense (benefit)
by location of
the taxing
jurisdiction for the
years ended
June 30, 2026,
2025
and 2024:
2026
2025
2024
Current tax expense
$
10,880
$
5,757
$
5,766
Domestic: South Africa
8,412
5,582
5,634
Foreign:
2,468
175
132
Other
2,468
175
132
Deferred tax (benefit) expense
(A)
(9,451)
(21,739)
(2,712)
Domestic: South Africa
(A)
(9,483)
(11,601)
(2,716)
Foreign:
32
(10,138)
4
United States
-
(10,120)
-
Other
32
(18)
4
Foreign tax credits generated - United States
-
-
309
Income tax expense (benefit)
$
1,429
$
(15,982)
$
3,363
(A) Deferred tax expense (benefit) and South Africa for the year ended June
30, 2025, have decreased by $
2.2
million as a result
of the correction discussed in Note 1.
There were
no
changes to
the enacted
income tax
rate in
the years
ended June
30, 2026,
2025 and
2024 in
South Africa,
the
jurisdiction in
which we incur
the majority
of our
income tax expense
.
The Company’s
current tax expense
for the year
ended June
30, 2026, was higher than the previous year
due to the higher taxable income generated by
the Company’s subsidiaries during the year
ended June
30, 2026,
primarily due
to continued
improved profitability
generated from
the Consumer
operating segment
compared
with the year ended June
30, 2025, as well as from
the contribution to profitability from
previous year’s acquisitions for
the full year
during the year ended June 30, 2026.
The Company’s deferred tax benefit for the year ended June 30, 2026, was lower compared with the
previous year primarily due
to the releases of valuations allowances in
the previous year, which was partially offset by a
higher benefit recorded in the current year
due to (i) the higher deferred tax benefit recorded during the year ended June 30, 2026, related to the amortization of intangible assets
recognized due
to the
acquisition of
Adumo and
Utilities in
South Africa,
(ii) the
change in
useful lives
of certain
brand intangible
assets which
result
in
higher deferred
tax benefits
in
South Africa
,
(iii)
the release
of a
valuation
allowance
created
related
to net
operating losses in
the United States
following the utilization
of net operating
losses against taxable
income, (iv) and
the reversal of
$
12.3
million related to certain valuation allowances created in prior years following
an improvement in profitability of certain of the
Company’s
subsidiaries. During
the year
ended June
30, 2026,
the Company
recognized a
benefit for
operating loss
carryforwards
generated of $
3.9
million where the related deferred tax asset was not offset by a valuation allowance. During the year ended June 30,
2026 the Company
recognized a valuation allowance
related to an operating
loss carryforward and
other deferred tax assets
totalling
$
9.9
million following a determination by the management, after considering both positive
and negative evidence, that these deferred
t
ax assets would not be realized in future years.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-81
18.
INCOME TAXES (continued)
Income tax expense (continued)
The Company’s
deferred tax
(benefit) expense
for the year
ended June
30, 2025,
was higher
compared with
the previous year
due
to
reversal
of
the
deferred
tax
liability
(a
benefit)
related
to
the
change
in
the
carrying
amount
of
our
entire
investment
in
MobiKwik,
the
inclusion
of
the deferred
tax
benefit
recorded
during
the
year
ended
June 30,
2025,
related
to
the
amortization
of
intangible assets recognized due to the acquisition of
Adumo and Utilities and the reversal of $
12.8
million related to certain valuation
allowances
created
in prior
years following
(i) an
improvement
in profitability
of certain
of the
Company’s
subsidiaries
and
(ii) a
change
in
judgment
on
the
need
for
a
valuation
allowance
of
$
11.4
million
related
to
an
entity
which
the
Company
believes
has
achieved sustainable
profitability.
During the
year the
Company recognized
a benefit
for operating
loss carryforwards
generated of
$
6.8
million where the related deferred
tax asset was not offset by
a valuation allowance. During the
year the Company recognized
a
valuation
allowance
related
to an
operating
loss carryforward
of $
6.0
million
following a
determination
by the
management,
after
considering both positive and negative evidence, that the operating
loss carryforward would not be realized.
During the years
ended June 30,
2026, 2025 and
2024, the Company
incurred net operating
losses through certain
of its South
African wholly-owned
subsidiaries and recorded
a deferred tax
benefit related to
these losses. However,
the Company
has created a
valuation
allowance for
certain of
these net
operating losses
which reduced
the deferred
tax benefit
recorded. Net
operating losses
incurred during the year ended
June 30, 2026, were higher
than in previous periods due
to losses incurred by
certain entities that exited
existing businesses and higher operating costs incurred, but overall associated valuation allowance created during the year ended June
30, 2026, were lower than in previous periods because the Company believes it is more likely than not that certain of these losses will
be utilized
in subsequent
periods.
Net operating
losses and
associated valuation
allowance
created
during
the year
ended June
30,
2025, were lower than in previous periods due to the improvement in operating
performance by the Company’s subsidiaries.
Adoption of new accounting guidance impacting presentation of the
income tax rate reconciliation and income taxes
paid
Following
the adoption
of guidance
to enhance
annual income
tax disclosures
the Company
has amended
its presentation
to
provide additional
disaggregation of
information included
in the
income tax
rate reconciliation
and to
provide additional
disclosure
regarding income taxes paid. The Company adopted the guidance
on a prospective basis during the year ended June 30, 2026.
On
June
7,
2004,
Lesaka
and
Aplitec
implemented
a
transaction
under
which
the
former
shareholders
of
Aplitec
obtained
a
majority voting interest in Lesaka.
Aplitec was a holding company
established and existing under the
laws of Republic of
South Africa
and was
liquidated and
deregistered following
the closing
of the
transaction. GAAP
requires that
the company
whose shareholders
retain a majority interest in a
combined business be treated as
the acquirer for accounting purposes. Consequently, this transaction was
accounted for as a
reverse acquisition. For the
period from June 7,
2004, the financial information
reported for the Company
represents
the consolidated
results of
Lesaka and
Aplitec with
Lesaka as
the acquired
entity.
Although Aplitec
is deemed
to be
the acquiring
company for
financial and reporting
purposes, the legal
status of the
Lesaka as the
surviving corporation
did not change.
Therefore,
the Company has used the South African income
tax rate of
27
% for purposes of its income tax rate reconciliation and
the country of
South Africa for other income tax disclosures.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-82
18.
INCOME TAXES (continued)
Incomes taxes rate reconciliation
A reconciliation of income taxes,
calculated at the South African
income tax rate to the
Company’s reported income tax expense,
for the year ended June 30, 2026, is as follows:
2026
Income taxes at the South African statutory income tax rate
1,007
27.00
%
Foreign Tax Effects
United States
Statutory income tax rate difference between the United States federal and South Africa rates
720
19.32
%
Non-taxable other
(95)
(2.55)
%
Non-deductible other expenses
308
8.26
%
Changes in valuation allowances
(5,847)
(156.92)
%
Prior years under provision
281
7.54
%
Prior year global intangible low-taxed income ("GILTI")
3,565
95.68
%
Current year GILTI
4,306
115.57
%
Botswana
Statutory income tax rate difference between Botswana and South Africa
(94)
(2.52)
%
Namibia
Statutory income tax rate difference between Namibia and South Africa
60
1.61
%
Withholding taxes
124
3.33
%
Zambia
Withholding taxes
189
5.07
%
Germany
Statutory tax rate difference between other jurisdictions and South Africa
(27)
(0.72)
%
Non-taxable: Other
(156)
(4.19)
%
Prior years (over) under provision
(242)
(6.49)
%
Netherlands
Non-taxable income related to an allowance for doubtful loans receivable reversed
(479)
(12.86)
%
Other jurisdictions
Other
6
0.16
%
Changes in Valuation Allowances: South Africa
21,878
587.17
%
Nontaxable or Nondeductible Items: South Africa
Non-deductible goodwill impairment
103
2.76
%
Non-deductible interest expense paid on borrowings
924
24.80
%
Non-deductible consulting fees
135
3.62
%
Non-deductible penalties
54
1.45
%
Non-deductible interest expense paid to taxing authorities
83
2.23
%
Non-deductible other expenses
143
3.84
%
Non-deductible rebrand costs
304
8.16
%
Non-deductible loss on disposal of business
204
5.48
%
Non-taxable gain on consolidation
(286)
(7.68)
%
Non-taxable other income
(320)
(8.59)
%
Deferred tax asset related to capital loss generated
(25,026)
(671.66)
%
Other: South Africa
Prior years (over) under provision
(545)
(14.63)
%
Withholding taxes
280
7.51
%
Other
(128)
(3.44)
%
Income tax expense / Effective tax rate
1,429
38.33
%
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-83
18.
INCOME TAXES (continued)
Income tax rate reconciliation (continued)
For reconciling items
equal to or
greater than 5%
of the amount
computed by applying
the South African
statutory income tax
rate to income (loss) before income tax expense (benefit), additional qualitative
information is provided below:
Foreign tax
rate effects:
United States:
primarily relates
to the
(i) taxes
related to
prior period
GILTI
from earnings
and
losses from
foreign jurisdiction,
mainly South
Africa,
(ii) taxes
related to
current year
GILTI,
(iii) release
of the
valuation
allowance
related
to
certain
net operating
loss carryforwards
as a
result
of
utilization
of net
operating
loss carryforwards
against these taxes, and (iv) non-deductible expenses.
Foreign tax
effects: Botswana,
Namibia, Zambia,
Germany,
Netherlands and
other jurisdictions:
primarily relates
to
the (i) effect
of earnings generated
in jurisdictions with
statutory tax rates
different from the
South African s
statutory rate,
including Botswana, Namibia
,
Germany and other
jurisdictions in which
the Company operates,
(ii) withholding taxes
paid
in
foreign
jurisdictions,
(iii)
non-taxable
income
related
an
allowance
for
doubtful
loans
receivable
reversed,
and
(iv)
inclusion of prior period tax entries in the current year.
Changes
in
valuation
allowance:
relates
to
the
(i)
release
of
valuation
allowances
following
an
improved
operating
performance by certain of
the Company’s South African subsidiaries, and
(ii) recognition of a
valuation allowances following
management assessment of the utilization of deferred tax assets in South Africa.
Nontaxable or
nondeductible items:
primarily consist
of expenses
in South
Africa that
are not
deductible for
income tax
purposes under applicable tax laws, including (i) related to goodwill impaired, (ii) interest expense incurred on certain of the
Company’s
borrowings,
(iii)
consulting
fees
incurred
that
are
not
in
the
production
of
taxable
income
(iv)
penalties
and
interest incurred related
the taxing authority,
(v) a loss on deconsolidation
of a business and
(vi) a deferred tax
asset related
to capital loss generated on disposal of Cell C (the Company has created a full valuation
allowance for this capital loss).
As previously disclosed,
a reconciliation of
income tax expense
(benefit), calculated at
the fully-distributed South
African income
tax rate to the Company’s effective
tax rate, for the years ended June 30, 2025 and 2024, is as follows:
2025
2024
Income taxes at South African income tax rates
27.00
%
27.00
%
Non-deductible interest expense
(1.29)
%
(24.55)
%
Movement in valuation allowance
(A)
3.55
%
(22.15)
%
Non-deductible transaction costs
(4.19)
%
(5.91)
%
Goodwill impairment
(4.22)
%
-
-
Capital gains tax rate differential
-
-
1.62
%
Prior year adjustments
0.22
%
(1.37)
%
Non-deductible items
(A)
(3.42)
%
0.93
%
Foreign tax credits
0.03
%
0.19
%
Foreign tax rate differential
(2.77)
%
-
Effective tax rate
14.91
%
(24.24)
%
(A) Movement
in valuation
allowance decreased
from
5.62
% to
3.55
%, and
non-deductible
items increased
from (
3.23
%) to
(
3.42
%) as a result of the correction discussed in Note 1.
Percentages included in the 2024
column in the reconciliation of income
tax expense (benefit), presented above are
specifically
impacted by the loss incurred
by the Company during the
years ended June 30, 2024. For
instance, for the year ended
June 30, 2024,
income tax expense of $
3.4
million represents (
24.24
%) multiplied by the loss before tax (benefit) expense of $(
13,873
).
Movement in
the valuation
allowance for
the year
ended June
30, 2025,
includes the
impact of
the reversal
of the
allowances
created
in previous
periods related
to certain
net operating
loss carryforwards
which the
Company
believes are
no longer
required
following improved and sustained profitability generated by certain of the Company’s
subsidiaries. Non-deductible items for the year
ended
June
30,
2025,
includes
transactions
costs
and
interest
expense
incurred
which
the Company
cannot
deduct
for
income
tax
purposes.
Movement
in
the
valuation
allowance
for
the
year
ended
June
30,
2024,
includes
allowances
created
related
to
certain
net
operating loss carryforwards generated during the year.
Non-deductible items for the year ended June 30, 2024,
includes transactions
costs and interest expense incurred which the Company cannot deduct for income
tax purposes.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-84
18.
INCOME TAXES (continued)
Income tax paid
The Company
is required
to separately
disclose income
taxes paid,
net of
refunds received,
to an
individual jurisdiction
when
the amount paid
to that jurisdiction
equals or exceeds
5% of total income
taxes paid, net
of refunds received.
Income taxes paid,
net
of refunds received, to the jurisdictions that met the threshold for the year ended
June 30, 2026, was as follows:
2026
Jurisdiction
Domestic: South Africa
$
9,332
Foreign:
1,100
Namibia
780
All other
320
Total income
taxes paid, net of refunds received
$
10,432
Deferred tax assets and liabilities
Deferred
taxes
reflect
the
temporary
differences
between
the financial
statement
carrying
amount
and
tax
bases
of
assets and
liabilities and
carryforwards measured
using enacted
tax rates
in effect
for the
year in
which the
items are
expected to
reverse. The
primary components of the temporary differences and carryforwards that gave rise to the Company’s deferred tax assets and liabilities
as of June 30, and their classification, were as follows:
June 30,
June 30,
2026
2025
Total
deferred tax assets
Net operating loss carryforwards
$
57,083
$
63,740
Capital loss carryforwards
32,104
7,094
Provisions and accruals
8,630
6,648
Equity investments
5,567
29,475
Operating lease liability
6,010
-
Foreign tax credit carryforwards
-
12,300
Other
4,642
4,604
Total
deferred tax assets before valuation allowance
114,036
123,861
Valuation
allowances
(A)
(92,143)
(109,468)
Total
deferred tax assets, net of valuation allowance
21,893
14,393
Total
deferred tax liabilities:
Intangible assets
31,215
36,403
Operating lease right-of-use
4,735
-
Other
1,852
1,573
Total
deferred tax liabilities
37,802
37,976
Reported as
Long-term deferred tax assets, net
12,470
10,338
Long-term deferred tax liabilities, net
28,379
33,921
Net deferred tax liabilities
$
15,909
$
23,583
(A) Valuation
allowances as of June 30, 2025, has increased by $
2.2
million as a result of the correction discussed in Note 1.
Decrease in total net deferred tax liabilities
Net operating loss carryforwards
Net operating
loss carryforwards
have decreased
primarily due
to the utilization
of net operating
loss carryforwards
in current
year, which was partially offset
by the generation of
net operating loss
carryforwards in the current
year from losses
incurred by certain
of the Company’s subsidiaries.
Net operating loss carryforwards are
also impacted by the currency
changes between the South African
Rand against the United
States dollar. During the year ended
June 30, 2026, net
operating loss carryforwards related to
a South African
subsidiary
of
$
1.5
million
expired
because
the
subsidiary
is
no
longer
trading.
The
Company
had
previously
created
a
valuation
allowance of $
1.5
million related to this net operating loss carryforward and utilized the valuation allowance against the net operating
loss deferred tax asset.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-85
18.
INCOME TAX (continued)
Deferred tax assets and liabilities (continued)
Decrease in total net deferred tax liabilities (continued)
Capital loss carryforwards
Capital loss
carryforwards
as of
June 30,
2026,
comprised
the losses
arising
from
the disposal
of Finbond
and
Cell C
which
resulted in the generation of capital loss carryforwards
in South Africa of $
138.0
million and capital loss carryforwards in the United
States of
$
10.9
million. Capital
loss carryforwards
as of
June 30,
2025, comprises
the losses
arising
from
the disposal
of Finbond
which resulted
in the generation
of capital loss
carryforwards in
South Africa
of $
17.7
million and
capital loss
carryforwards in
the
United States of
$
15.5
million. Capital loss
carryforwards in South
Africa do not
expire, and capital
loss carryforward in
the United
States
will
expire
after
five
years,
between
2029
and
2031.
The
change
in
Capital
loss
carryforwards
also
includes
the
impact
of
currency changes between the South African Rand against the United States dollar.
Equity investments
Equity investments
as of
June 30,
2026, comprised
the temporary
differences arising
from the
difference
between the
amount
paid for CPS
in 2004 and
the financial statement
carrying amount as
of the respective
year end, of
$
0.0
million (nil). Equity
investments
as of June
30, 2025,
comprises the temporary
differences arising
from the
difference between
the amount
paid for Cell
C in August
2017 and the financial
statements carrying amount as of
the respective year end, of
$
0.0
million (nil), and the difference
between the
amount paid
for CPS
in 2004
and the
financial statement
carrying
amount as
of the
respective year
end, of
$
0.0
million (nil).
The
change in Equity investments relates to the derecognition of Cell C following the disposal of the investment
(and creation of a capital
loss carryforward – refer above) and the impact of currency changes between the South African Rand against the
United States dollar.
Operating lease liability
Operating lease liability as of June 30, 2026, has
been presented due to the significant increase in the
Company’s operating lease
liabilities during the year ended June 30, 2026 (refer to Note 8 for
additional information).
Foreign tax credit
carryforwards
There are
no
foreign tax credit
carryforwards as of
June 30, 2026.
Foreign tax credit
carryforwards as of
June 30, 2025,
comprised
foreign tax
credits generated
from distributions
from Lesaka’s
subsidiaries. The
tax credits
as of
June 30,
2025, expired
during the
year ended June 30, 2026. During the year ended June 30, 2025,
foreign tax credits of $
20.2
million expired.
Intangibles assets
Intangible assets have decreased due to the amortization of the intangible
assets.
Operating lease right-of-use
Operating lease right-of-use as of
June 30, 2026, has been presented
due to the significant increase in
the Company’s operating
lease right-of-use assets during the year ended June 30, 2026 (refer to
Note 8 for additional information).
Decrease in valuation allowance
At June 30,
2026, the
Company had
deferred tax assets
of $
21.9
million (2025:
$
14.4
million), net of
the valuation allowance.
Management believes,
based on
the weight
of available
positive and
negative evidence
it is
more likely
than not
that the
Company
will realize
the benefits
of these
deductible temporary
differences and
carryforwards, net
of the
valuation allowance.
However,
the
amount of the deferred tax asset considered realizable could be adjusted
in the near term if estimates of taxable income are revised.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-86
18.
INCOME TAX (continued)
Deferred tax assets and liabilities (continued)
Decrease in valuation allowance
(continued)
At June
30, 2026,
the Company
had a
valuation
allowance of
$
92.1
million (2025:
$
109.5
million)
to reduce
its deferred
tax
assets to the estimated realizable value. The
movement in the valuation allowance for the years
ended June 30, 2026, 2025 and 2024,
is presented below:
Total
Equity
investments
Capital loss
carry-
forwards
Net
operating
loss carry-
forwards
Foreign tax
credit
carry-
forwards
Other
July 1, 2023
$
109,120
$
27,782
$
8,485
$
38,381
$
32,599
$
1,873
Charged to statement of operations
5,061
-
665
3,163
-
1,233
Reversed to statement of operations
(1,865)
-
-
(1,793)
(72)
-
Foreign currency adjustment
2,371
1,004
103
1,215
-
49
Net change in the valuation allowance
5,567
1,004
768
2,585
(72)
1,282
July 1, 2024
$
114,687
$
28,786
$
9,253
$
40,966
$
32,527
$
3,155
Charged to statement of operations
6,241
-
977
4,063
-
1,201
Reversed to statement of operations
(A)
(10,630)
-
-
(8,469)
-
(2,161)
Utilized
(25,528)
-
(3,226)
(2,002)
(20,227)
(73)
Acquired in business combinations
22,976
-
-
20,354
-
2,622
Foreign currency adjustment
1,722
690
90
887
-
55
Net change in the valuation allowance
(5,219)
690
(2,159)
14,833
(20,227)
1,644
June 30, 2025
109,468
29,476
7,094
55,799
12,300
4,799
Charged to statement of operations
28,374
-
25,026
1,645
-
1,703
Reversed to statement of operations
(12,340)
(631)
-
(11,361)
-
(348)
Utilized
(40,243)
(25,026)
(977)
(1,537)
(12,300)
(403)
Foreign currency adjustment
6,884
1,748
961
3,850
-
325
Net change in the valuation allowance
(17,325)
(23,909)
25,010
(7,403)
(12,300)
1,277
June 30, 2026
$
92,143
$
5,567
$
32,104
$
48,396
$
-
$
6,076
(A) Reversed
to statement
of operations
during the
year ended
June 30,
2025, has
decreased by
$
2.2
million as
a result of
the
correction discussed in Note 1.
Net operating loss carryforwards and foreign tax credit carryforwards
South Africa
Net operating loss
carryforwards generated in
South Africa of
$
211.4
million as of
June 30,
2026, are carried
forward indefinitely,
but the loss carryforward that may be used against future taxable income is limited to 80% of taxable income before the net operating
loss deduction.
United States
Net operating
loss carryforwards
generated in
the United States
are carried
forward indefinitely,
but the loss
carryforward that
may be used against future taxable income is limited to 80% of taxable income before the net operating loss deduction. The Company
had utilized all of its net operating loss carryforwards as of June 30, 2026.
Lesaka had no net unused foreign tax credits that are more
likely than not to be realized as of June 30, 2026 and 2025, respectively.
Unrecognized tax benefits
As of June 30, 2026 and 2025, the Company had
no
unrecognized tax benefits. The Company files income tax returns mainly in
South Africa,
Botswana, Namibia and in the U.S. federal jurisdiction. As of June 30, 2026, the Company’s South African subsidiaries
are no longer
subject to income
tax examination by the
South African Revenue Service
for periods before
June 30, 2020.
The Company
is subject to
income tax
in other
jurisdictions outside
South Africa,
none of which
are individually
material to its
financial position,
s
tatement of cash flows, or results of operations.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-87
19.
EARNINGS (LOSS) PER SHARE
The Company has
issued redeemable common
stock (refer to Note
14) which is redeemable
at an amount other
than fair value.
Redemption of a class of common stock
at other than fair value
increases or decreases the carrying amount
of the redeemable common
stock
and
is
reflected
in
basic
earnings
per
share
using
the
two-class
method.
There
were
no
redemptions
of
common
stock,
or
adjustments to the
carrying value of the
redeemable common stock during
the years ended
June 30, 2026,
2025 and 2024. Accordingly,
the two-class method presented below does not include the impact of
any redemption.
Basic earnings (loss) per share
includes shares of restricted stock that
meet the definition of a
participating security because these
shares are eligible
to receive non
-forfeitable dividend
equivalents at the
same rate as
common stock.
Basic earnings (loss)
per share
has been calculated using the two-class method and basic earnings (loss) per share for the years ended June 30, 2026,
2025 and 2024,
reflects only
undistributed
earnings. The
computation below
of basic
earnings (loss)
per share
excludes the
net loss
attributable
to
shares of unvested restricted
stock (participating non-vested
restricted stock) from
the numerator and excludes
the dilutive impact of
these unvested shares of restricted stock from the denominator.
Diluted earnings
(loss) per
share have
been calculated
to give
effect to
the number
of shares
of additional
common stock
that
would have
been outstanding
if the
potential dilutive
instruments had
been issued
in each
period. Stock
options are
included in
the
calculation of diluted earnings (loss) per share utilizing the treasury stock
method and are not considered to be participating securities,
as the
stock options
do not
contain non-forfeitable
dividend rights.
The calculation
of diluted
earnings (loss)
per share
includes the
dilutive effect
of a portion of
the restricted stock
granted to employees
during the current
and previous fiscal
periods as these
shares
of restricted
stock are
considered contingently
returnable shares
for the
purposes of
the diluted
earnings (loss)
per share
calculation
and the
vesting conditions
in respect
of a
portion of
the restricted
stock had
been satisfied.
The vesting
conditions are
discussed in
Note
17.
The
Company
has
excluded
employee
stock
options
to
purchase
188,632
and
46,777
shares
of
common
stock
from
the
calculation
of
diluted
loss
per
share
during
the
years
ended
June
30,
2025
and
2024,
respectively,
because
the
effect
would
be
antidilutive.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-88
19.
EARNINGS (LOSS) PER SHARE (continued)
The following
table presents net
loss attributable
to Lesaka
and the share
data used in
the basic and
diluted earnings
(loss) per
share computations using the two-class method for the years ended
June 30, 2026, 2025 and 2024:
2026
2025
2024
(in thousands except percent and per share data)
Numerator:
Net income (loss) attributable to Lesaka
(A)
$
2,758
$
(90,957)
$
(18,515)
Undistributed income (loss)
(A)
2,758
(90,957)
(18,515)
Percent allocated to common shareholders
(Calculation 1)
97%
97%
95%
Numerator for earnings (loss) per share: basic and diluted
$
2,672
$
(87,894)
$
(17,678)
Denominator
Denominator for basic earnings (loss) per share:
weighted-average common shares outstanding
79,516
73,891
61,276
Effect of dilutive securities:
Stock options
161
-
-
Denominator for diluted earnings (loss) per share: adjusted weighted
average common shares outstanding and assumed conversion
79,677
73,891
61,276
Earnings (Loss) per share:
Basic
(A)
$
0.03
$
(1.19)
$
(0.29)
Diluted
(A)
$
0.03
$
(1.19)
$
(0.29)
(Calculation 1)
Basic weighted-average common shares outstanding (A)
79,516
73,891
61,276
Basic weighted-average common shares outstanding and unvested
restricted shares expected to vest (B)
82,088
76,466
64,179
Percent allocated to common shareholders
(A) / (B)
97%
97%
95%
(A) Net income
(loss) attributable to
Lesaka and Undistributed
earnings (loss) for
the year ended
June 30, 2026,
has decreased
by
$
0.4
million,
as
a
result
of
the
correction,
as
discussed
in
Note
1,
to
the
amount
included
in
the
captions
Net
income
(loss)
attributable to Lesaka and Undistributed earnings (loss)
for the three months ended
September 30, 2025. Net income
(loss) attributable
to Lesaka and Undistributed earnings (loss) for years ended June 30, 2025 and 2024, have
decreased by $
3.4
million and $
1.1
million,
respectively, as a result of
the correction discussed in Note 1.
The correction
of the
error did
not impact
Basic and
Diluted
earnings per
share for
the year
ended June
30, 2026.
Basic and
Diluted loss per
share for the
years ended June
30, 2025 and
2024, decreased by
$
0.05
(five U.S. cents)
and $
0.02
(two U.S. cents),
respectively.
Options to purchase
6,412,973
,
6,493,683
and
4,737,543
shares of the
Company’s common
stock at prices
ranging from $
5.22
to $
14.00
(2026) and
$
4.87
to $
14.00
(2025 and
2024) per
share were
outstanding during
the year
ended June
30, 2026,
2025 and
2024, respectively,
but were not included
in the computation of
diluted earnings (loss) per
share because the options’
exercise prices
were greater
than the
average market
price
of the
Company’s
common
shares. The
options, which
expire at
various dates
through
February 3, 2032, were still outstanding as of June 30, 2026.
20.
SUPPLEMENTAL CASH
FLOW INFORMATION
The following table presents supplemental cash flow disclosures for
the years ended June 30, 2026, 2025 and 2024:
2026
2025
2024
Cash received from interest
$
2,331
$
2,576
$
2,277
Cash paid for interest
$
21,812
$
18,077
$
17,381
Cash paid for income taxes, net of refunds received
$
10,432
$
6,481
$
6,506
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-89
20.
SUPPLEMENTAL CASH
FLOW INFORMATION
(continued)
Disaggregation of cash, cash equivalents and restricted cash
Cash, cash equivalents
and restricted cash
included on
the Company’s
consolidated statement
of cash flows
includes restricted
cash related
to cash
withdrawn from
one of
the Company’s
debt facilities
to fund
ATMs.
This facility
was cancelled
in November
2024. The Company was only permitted to use this cash to fund ATMs
and this cash was considered restricted as to use and therefore
was classified as restricted
cash. Cash, cash equivalents
and restricted cash also
includes cash in certain
bank accounts that has
been
ceded to Nedbank. As this cash has been pledged and ceded it may not be drawn and is considered restricted as to use and therefore is
classified as
restricted cash
as well.
Refer to
Note 12
for additional
information regarding
the Company’s
facilities. The
following
table presents the disaggregation of cash, cash equivalents and restricted
cash as of June 30, 2026, 2025 and 2024:
2026
2025
2024
Cash and cash equivalents
$
81,409
$
76,520
$
59,065
Restricted cash
129
119
6,853
Cash, cash equivalents and restricted cash
$
81,538
$
76,639
$
65,918
Leases
The following
table presents
supplemental
cash flow
disclosure related
to leases
for the
years ended
June 30,
2026, 2025
and
2024:
2026
2025
2024
Cash paid related to lease liabilities
Operating cash flows from operating leases
$
5,942
$
4,834
$
3,238
Right-of-use assets obtained in exchange for lease obligations
Operating leases
$
19,017
$
5,707
$
4,800
21.
OPERATING SEGMENTS
Operating segments
The Company discloses segment information as reflected in the management
information systems reports that its chief operating
decision maker (“CODM”) uses in making decisions and to report certain entity-wide disclosures about products and services, and the
countries in which the entity holds material assets or reports material revenues. The Company currently has
three
reportable segments:
Merchant, Consumer and Enterprise. The Company’s
CODM is the Company’s Executive Chairman.
The CODM analyzes
the Company’s operating performance
primarily based on these three operational lines, namely,
(i) Merchant, which focuses on
both formal and informal sector
merchants. Formal sector merchants are generally in
urban areas,
have higher
revenues and
have access
to multiple
service providers.
Informal sector
merchants, which
are often
sole proprietors
and
usually
have lower
revenues compared
with formal
section merchants,
operate in
rural areas
or in
informal urban
areas and
do not
always have access to a full-suite of traditional banking products;
(ii) Consumer,
which primarily
focuses on
individuals who
have historically
been excluded
from traditional
financial services
and to whom we offer
transactional accounts (banking), insurance,
lending (short-term loans), payments solutions
(digital wallet) and
various value-added services; and
(iii) Enterprise, which comprises large-scale corporate
and government organizations, including but not
limited to banks, mobile
network operators (“MNOs”) and municipalities, and,
through Recharger, landlords
utilizing Recharger’s prepaid electricity
metering
solution.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-90
21.
OPERATING SEGMENTS
(continued)
The Merchant
segment includes
revenue generated
from the
sale of
ADP (select
prepaid solutions,
supplier-enabled payments,
international money
transfer and other)
and card-acquiring services
to informal sector
merchants. It also
includes activities related
to
the provision of goods and
services provided to corporate and
other juristic entities. The Company earns
fees from processing activities
performed (including
card acquiring
and the
provision of
a payment
gateway services)
for its
customers, and
rental and
license fees
from
the
provision
of
POS
hardware
and
software
to
the
hospitality
industry.
The
Company
also
provides
cash
management
and
payment
services to
merchant customers
through a
digital vault
which is
located at
the customer’s
premises and
through which
the
Company is able to provide
the services which generate processing
fee revenue. The Merchant segment
includes interest earned from
the provision of loans to its customers.
The Consumer segment
includes activities related
to the provision
of financial services
to customers, including
a bank account,
loans and
insurance products.
The Company
charges monthly
administration fees
for all
bank accounts.
Customers that
have a
bank
account managed by the Company are issued cards that can be utilized to withdraw funds at an ATM or to transact at a merchant POS.
The
Company
earns
processing
fees
from
transactions
processed
for
these
customers.
The
Company
provides
short-term
loans
to
customers in South Africa for which it earns initiation and monthly service fees, and interest revenue from the second quarter of fiscal
2025. The Company writes life insurance contracts, primarily funeral-benefit policies, and policy holders pay the Company
a monthly
insurance premium.
The Company
also earns fees
from the provision
of physical and
digital prepaid
and secure payout
solutions for
South African businesses.
The Enterprise segment provides its business and
government-related customers with transaction processing services that involve
the collection, transmittal
and retrieval of
transaction data. The
Company offers landlords access
to Utilities prepaid electricity
metering
solution
through
which
Enterprise
earns
commission
revenue
from
prepaid
electricity
voucher
sales
to
tenants
recharging
prepaid
meters. This segment also includes sales of hardware and licenses
to customers. Hardware includes the sale of POS devices,
SIM cards
and
other
consumables
which can
occur
on an
ad hoc
basis. Licenses
include
the right
to use
certain
technology
developed
by the
Company.
Segment measure of profit or loss
The
Company
evaluates
segment
performance
based
on
segment
earnings
before
interest, tax,
depreciation
and
amortization
(“EBITDA”),
adjusted
for
items
mentioned
in
the
sentences
below
(“Segment
Adjusted
EBITDA”),
the
Company’s
reportable
segments’ measure of profit or loss.
The
Company
obtained
a
general
lending
facility
in
February
2025,
which
has
been
partially
used
to
fund
a
portion
of
its
Consumer lending
during the
year ended
June 30,
2026, and
interest related
to these
borrowings have
been allocated
to Consumer.
The Company
also included
an intercompany
interest expense in
its Consumer
Segment Adjusted
EBITDA for
the year
ended June
30, 2025.
The Company does not
allocate once-off items, stock-based
compensation charges, impairment
of other intangible assets,
other
items (including gains or
losses on disposal of
investments, fair value adjustments
to equity securities), interest
income, certain interest
expense, income
tax expense
or loss
from equity
-accounted investments
to its
reportable
segments. Group
costs generally
include:
employee related costs in relation to
employees specifically hired for group roles
and related directly to managing the
US-listed entity;
expenditures related
to compliance
with the
Sarbanes-Oxley
Act of
2002; non-employee
directors’ fees;
legal fees;
group and
US-
listed
related
audit
fees;
and
directors
and
officer’s
insurance
premiums.
Once-off
items
represent
non-recurring
expense
items,
including costs
related to
acquisitions and
transactions consummated
or ultimately
not pursued.
Unrealized (loss)
gain for
currency
adjustments represents foreign currency mark-to-market adjustments on
certain intercompany accounts. Interest adjustment represents
the
intercompany
interest
expense
included
in
the
Consumer
Segment
Adjusted
EBITDA
during
fiscal
2025.
The
Stock-based
compensation
adjustments
reflect
stock-based
compensation
expense
and
are
excluded
from
the
calculation
of
Segment
Adjusted
EBITDA
and
are
therefore
reported
as reconciling
items
to
reconcile
the
reportable
segments’
Segment
Adjusted
EBITDA
to
the
C
ompany’s loss before income
tax expense.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-91
21.
OPERATING SEGMENTS
(continued)
Segment measure of profit or loss (continued)
Our
CODM
does
not
review
the
components
of
segment
selling,
general
and
administration
expenses
and
is
presented
with
reports which include revenue and segment adjusted EBITDA.
The table below presents
the reconciliation of revenue from
external customers to the
reportable segment’s
revenue, significant
expenditures, the Company’s reportable segment’s measure of profit or
loss, and certain other
segment information for the
years ended
June 30, 2026 and 2025, respectively,
is as follows:
Year
ended June 30,2026
Merchant
Consumer
Enterprise
Unallocated
Total
Revenue from external customers
$
506,193
$
142,443
$
72,918
$
-
$
721,554
Intersegment revenues
3,142
188
1,812
-
5,142
Segment revenue
(z)
509,335
142,631
74,730
-
726,696
Less segment-related expenses:
Cost of goods sold, IT processing, servicing and
support
(y)
395,124
47,606
53,246
-
495,976
Selling, general and administration
(1)(2)
78,678
48,832
13,365
-
140,875
Segment adjusted EBITDA
$
35,533
$
46,193
$
8,119
$
-
$
89,845
(z) includes interest revenue of:
9,750
27,419
-
-
37,169
(y) includes interest expense of:
1,945
5,257
-
-
7,202
Merchant
Consumer
Enterprise
Group costs
Total
Depreciation and amortization
$
14,734
$
1,742
$
430
$
30,440
$
47,346
Expenditures for long-lived assets
$
19,581
$
2,890
$
2,578
$
-
$
25,049
Year
ended June 30,2025
Merchant
Consumer
Enterprise
Unallocated
Total
Revenue from external customers
$
524,252
$
96,008
$
39,441
$
-
$
659,701
Intersegment revenues
2,348
-
3,113
-
5,461
Segment revenue
(z)
526,600
96,008
42,554
-
665,162
Less segment-related expenses:
Cost of goods sold, IT processing, servicing and
support
(y)(A)
426,427
35,603
32,549
-
494,579
Selling, general and administration
(A)(1)(3)
64,844
36,456
8,718
-
110,018
Segment adjusted EBITDA
(A)
$
35,329
$
23,949
$
1,287
$
-
$
60,565
(z) includes interest revenue of:
7,231
5,038
-
-
12,269
(y) includes interest expense of:
1,671
3,394
-
-
5,065
Merchant
Consumer
Enterprise
Group costs
Total
Depreciation and amortization
$
10,997
$
968
$
371
$
21,385
$
33,721
Expenditures for long-lived assets
$
18,117
$
1,500
$
1,482
$
-
$
21,099
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-92
21.
OPERATING SEGMENTS
(continued)
The table below presents
the reconciliation of revenue from
external customers to the
reportable segment’s
revenue, significant
expenditures, the Company’s reportable segment’s
measure of profit or loss, and certain other segment information for the year ended
June 30, 2024, respectively,
is as follows:
Year
ended June 30,2024
Merchant
Consumer
Enterprise
Unallocated
Total
Revenue from external customers
$
456,069
$
69,211
$
38,942
$
-
$
564,222
Intersegment revenues
3,721
-
7,955
-
11,676
Segment revenue
(z)
459,790
69,211
46,897
-
575,898
Less segment-related expenses:
Cost of goods sold, IT processing, servicing and
support
(y)(A)
394,238
23,165
37,424
-
454,827
Selling, general and administration
(A)(1)(4)
37,218
33,367
6,542
-
77,127
Segment adjusted EBITDA
(A)
$
28,334
$
12,679
$
2,931
$
-
$
43,944
(z) includes interest revenue of:
6,096
-
-
-
6,096
(y) includes interest expense of:
1,448
-
-
-
1,448
Merchant
Consumer
Enterprise
Group costs
Total
Depreciation and amortization
$
8,141
$
734
$
402
$
14,388
$
23,665
Expenditures for long-lived assets
$
11,202
$
1,317
$
146
$
-
$
12,665
(A) Cost of goods sold,
IT processing, servicing and
support and Selling, general
and administration for Merchant
and Total for
the year
ended June
30, 2026
have
each increased
by $
0.2
million
and
$
0.06
million,
respectively,
as a
result of
the correction,
as
discussed in Note
1, to the
amount included in
the captions Cost
of goods sold,
IT processing, servicing
and support and
Selling, general
and administration
for the three
months ended September
30, 2025. Segment
Adjusted EBITDA for
Merchant and Total
for the year
ended June 30, 2026 have
each decreased by $
0.2
million as a result of
the correction, as discussed in
Note 1, to the amount
included
in the caption Segment Adjusted EBITDA for the three months ended September
30, 2025.
Cost of goods
sold, IT processing,
servicing and support
and Selling, general
and administration for
Merchant and Total
for the
year ended June 30, 2025 have each increased by $
0.6
million and $
0.2
million, respectively, as a result
of the correction discussed in
Note 1. Segment Adjusted
EBITDA for Merchant and
Total for
the year ended June 30,
2025 have each decreased
by $
0.9
million as
a result of the correction discussed in Note 1.
Cost of goods
sold, IT processing,
servicing and support
and Selling, general
and administration for
Merchant and Total
for the
year ended June 30, 2024 have each increased by $
0.6
million and $
0.2
million, respectively, as a result
of the correction discussed in
Note 1. Segment Adjusted
EBITDA for Merchant and
Total for
the year ended June 30,
2024 have each decreased
by $
0.8
million as
a result of the correction discussed in Note 1.
(1)
Selling,
general
and
administration
includes
human
capital-related
expenses
(including
base
salary
and
bonus),
IT-related
expenses
(including
software
licenses,
hardware
maintenance,
hosting,
and
communication
expenses),
professional
fees
(including
audit, legal,
consulting and
other fees),
lease and
utilities expenses,
the allowance
for credit
losses and
other operating
and support
expenses.
(2) Segment Adjusted
EBITDA for the
year ended June
30, 2026, includes
retrenchment and reorganization
costs for Merchant
of $
0.8
million (ZAR
14.0
million), Consumer of $
0.4
million (ZAR
7.1
million) and Enterprise of $
0.1
million (ZAR
1.1
million).
(3) Segment
Adjusted EBITDA for
the year ended
June 30, 2025,
includes retrenchment and
reorganization costs
for Merchant
of $
0.8
million (ZAR
15.7
million), Consumer of $
0.1
million (ZAR
1.5
million) and Enterprise of $
0.8
million (ZAR
13.6
million).
(4) Segment Adjusted EBITDA for the year
ended June 30, 2024, includes retrenchment costs
for Merchant of $
0.3
million (ZAR
4.9
million) and Consumer of $
0.2
million (ZAR
3.5
million).
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-93
21.
OPERATING SEGMENTS
(continued)
The reconciliation of the reportable segments’ measures of profit or loss to income (loss)
before income taxes for the years ended
June 30, 2026, 2025 and 2024, respectively,
is as follows:
2026
2025
2024
Reportable segments measure of profit or loss
(A)
$
89,845
$
60,565
$
43,944
Operating loss: Group costs
(14,103)
(10,743)
(7,844)
Once-off costs
(5,452)
(17,826)
(1,853)
Interest adjustment
-
2,195
-
Unrealized gain (loss)
for currency adjustments
53
(23)
83
Stock-based compensation charge adjustments
(6,969)
(9,550)
(7,911)
Depreciation and amortization
(47,346)
(33,721)
(23,665)
Loss on disposal of equity-accounted investment (Note 9)
(584)
(161)
-
Impairment loss
(1)
(3,347)
(18,863)
-
Change in fair value of equity securities (Note 3)
2,593
(59,828)
-
Gain on disposal of equity securities
(730)
-
-
Other income
3,883
-
-
Reversal of doubtful loan receivable
1,500
-
250
Interest income
2,889
2,596
2,294
Interest expense
(A)
(18,506)
(21,824)
(19,171)
Income (Loss) before income taxes
(A)
$
3,726
$
(107,183)
$
(13,873)
(A) Reportable segments’ measure of profit or loss and net loss
before taxes for the year ended June 30, 2026, have decreased by
$
0.2
million and $
0.4
million, respectively, as a result of the correction, as discussed in Note 1, to the amount included in the captions
Reportable
segments’
measure of
profit
or loss
and
net loss
before
taxes for
the three
months ended
September 30,
2025.
Interest
expense for
the year ended
June 30,
2026, has increased
by $
0.1
million, as a
result of the
correction, as
discussed in Note
1, to the
amount included in the caption Interest expense for the three months ended
September 30, 2025.
Reportable segments’
measure of
profit or
loss and
net loss
before taxes
for the
year ended
June 30,
2025, have
decreased by
$
0.9
million, and $
1.2
million, respectively,
as a result of
the correction
discussed in Note
1. Interest expense
for the June
30, 2025,
has increased by $
0.4
million as a result of the correction discussed in Note 1.
Reportable segments’
measure of
profit or
loss and
net loss
before taxes
for the
year ended
June 30,
2024, have
decreased by
$
0.8
million, and $
1.1
million, respectively,
as a result of
the correction
discussed in Note
1. Interest expense
for the June
30, 2024,
has increased by $
0.2
million as a result of the correction discussed in Note 1.
(1) Impairment loss excludes an amount of $
0.7
million which is included in the caption Once-off costs related to the exit of the
ATM
business.
The segment
information as
reviewed by
the chief
operating decision
maker does
not include
a measure
of segment
assets per
segment as all of
the significant assets are
used in the operations
of all, rather than
any one, of the
segments. The Company does
not
have dedicated assets
assigned to a
particular operating segment.
Accordingly,
it is not meaningful
to attempt an arbitrary
allocation
and segment asset allocation is therefore not presented.
Long-lived assets based on their geographic location as of June 30, 2026,
2025 and 2024, are presented in the table below:
Long-lived assets
2026
2025
2024
South Africa
$
403,085
$
392,098
$
286,700
India - Investment in MobiKwik (Note 9)
-
-
76,297
Rest of world
8,609
3,055
2,548
Total
$
411,694
$
395,153
$
365,545
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-94
22.
COMMITMENTS AND CONTINGENCIES
Capital commitments
As
of
June
30,
2026
and
2025,
the
Company
had
outstanding
capital
commitments
of
approximately
$
0.6
million
and
$
0.2
million, respectively.
Purchase obligations
As of June 30,
2026 and 2025, the
Company had purchase
obligations totaling $
5.7
million and $
2.9
million, respectively.
The
purchase
obligations
as
of
June
30,
2026,
primarily
relate
to
POS
devices,
components
for
safe
assets
and
inventory
that
will
be
delivered to the Company and sold to customers in fiscal 2027.
Guarantees
The South African
Revenue Service and
certain of the
Company’s customers,
suppliers and other
business partners have
asked
the Company
to provide
them with
guarantees, including
standby letters
of credit,
issued by
South African
banks. The
Company is
required to procure these guarantees for these third parties to operate
its business.
Nedbank has
issued guarantees
to these
third parties
amounting to
ZAR
2.1
million ($
0.1
million, translated
at exchange
rates
applicable
as
of
June
30,
2026)
thereby
utilizing
part
of
the
Company’s
short-term
facilities.
The
Company
pays
commission
of
between
0.47
% per annum to
1.84
% per annum of the face
value of these guarantees and does
not recover any of the commission
from
third parties.
RMB has
issued
guarantees
to
these
third
parties
amounting
to
ZAR
70.2
million
($
4.3
million,
translated
at
exchange
rates
applicable as of June 30, 2026) thereby utilizing part of the Company’s
short-term facilities.
The Company has not recognized any obligation related to
these guarantees in its consolidated balance sheet as of
June 30, 2026.
The maximum potential
amount that the Company
could pay under
these guarantees is ZAR
72.3
million ($
4.4
million, translated at
exchange rates applicable
as of June 30, 2026).
As discussed in Note
12, the Company
has ceded and pledged
certain bank accounts
to Nedbank
as security
for these
guarantees
with an
aggregate value
of ZAR
2.1
million ($
0.1
million translated
at exchange
rates
applicable as
of June
30, 2026).
The guarantees
have reduced
the amount
available under
its indirect
and derivative
facilities in
the
Company’s short-term credit facility described
in Note 12.
Contingencies
The
Company
is
subject
to
a
variety
of
insignificant
claims
and
suits
that
arise
from
time
to
time
in
the
ordinary
course
of
business. Management
currently believes
that the
resolution of
these other
matters, individually
or in
the aggregate,
will not
have a
material adverse impact on the Company’s
financial position, results of operations or cash flows.
23.
RELATED PARTY
TRANSACTIONS
Related parties of the Executive Chairman
The Company's Executive Chairman
also serves as
Chairman of a Teya Holdings Ltd.
(“Teya”), a group of privately
held entities.
Certain entities within the Teya group
engage in transactions with the Company in the ordinary course of business. The Company has
evaluated these
arrangements and
determined that
the related transactions
were immaterial,
individually and
in the aggregate,
to the
Company's consolidated financial statements for the periods presented
.
Related parties of a non-employee director
One of the Company's non-employee directors
(Mr. Dean Sparrow) also serves as director
and chief executive officer of Crossfin
Holdings.
Crossfin Holdings has an indirect shareholding in VantagePay
and Mr. Sparrow is a director of VantagePay.
The Company
a
nd VantagePay
have engaged in a transaction in the ordinary course of business, refer to Note 4 for additional
information.
LESAKA TECHNOLOGIES, INC.
Notes to the consolidated financial statements
for the years ended June 30, 2026 and 2025 and 2024
(All amounts stated in thousands of United States Dollars, unless otherwise stated)
F-95
24.
SUBSEQUENT EVENTS
New lease obtained
In August 2026, the
Company, through
Lesaka SA, entered into a
binding offer to lease
for a new regional office
in Umhlanga,
Durban,
KwaZulu-Natal,
South
Africa
with
SA Sugar
Distributors
Proprietary
Limited, a
subsidiary
of ABFS,
a
private
company
incorporated in South
Africa. The lease commences
on November 1, 2026
and is for a period
of
5
years, with an option
to renew for
a further
five years
. The Company secured beneficial occupation from September 1, 2026, and is expected to record
a ROU asset and
an operating lease liability related from the date of taking beneficial occupation. The Company was required to provide a cash deposit
of
two
month’s
rent
to
the
lessor.
The
Company
expects
to
pay
an
annual
basic
lease
expense
of
$
0.3
million
(ZAR
5.1
million,
translated at exchange rates applicable as of June 30, 2026), which increases
by
7.00
% per annum.
Guarantee issued to supplier
In July and August 2026, RMB
issued guarantees of ZAR
22.0
million and ZAR
7.3
million, respectively, ($
1.3
million and $
0.4
million,
respectively,
translated
at
exchange
rates
applicable
as
of
June
30,
2026),
to
third
parties
thereby
utilizing
part
of
the
Company’s short-term
facilities.
*
****************************
EX-4.2 9 ex42.htm EX-4.2 ex42
Exhibit 4.2
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
As of September
9, 2026, Lesaka Technologies,
Inc.
(“Lesaka” or the “Company”)
had one class of
securities
(“common stock”)
registered under Section 12 of the Securities Exchange Act of 1934,
as amended.
DESCRIPTION OF COMMON STOCK
The following
description of
the Company’s
common stock
is a
summary and
does not
purport to
be complete.
It is
subject to
and
qualified
in
its
entirety
by
reference
to
the
Company’s
Amended
and
Restated
Articles
of
Incorporation
(“Articles
of
Incorporation”)
and its
Amended
and Restated By-laws
(“Bylaws”)
, each of
which are
incorporated by
reference as
an exhibit
to
the Company’s
most recent
Annual Report
on Form 10-K. Lesaka
encourages you
to read
its Articles
of Incorporation,
Bylaws and
the applicable provisions of the Florida Business Corporation Act
(“FBCA”)
for additional information.
General
Lesaka’s Articles
of Incorporation currently
authorizes the issuance of two
hundred million shares of
its common stock, with
$0.001
par value.
Lesaka’s
common stock
is listed
and principally
traded on
the Nasdaq
Stock Exchange,
Global Select
Market, under
the
symbol “LSAK.” Lesaka’s common
stock is also listed on the Johannesburg Stock Exchange, under
the symbol “LSK”.
All outstanding shares of common stock are fully paid and nonassessable
Dividend rights
Holders
of
shares
of
Lesaka’s
common
stock
are
entitled
to
receive
dividends
and
other
distributions
when
declared
by
Lesaka’s
board of
directors out
of legally
available funds.
Payment of
dividends and
distributions is
subject to
certain restrictions
under the
FBCA, including the requirement
that after making any
distribution Lesaka must be
able to meet its
debts as they become
due in the
usual course of its business.
Voting
rights
Each holder of common
stock is entitled to one vote
per share for the election
of directors and for all other
matters to be voted on
by
shareholders. Holders of common stock may not cumulate their votes in the election
of directors.
Liquidation and other rights
Upon voluntary or
involuntary liquidation, dissolution
or winding up
of Lesaka, holders of
common stock share
ratably in the assets
remaining
after payments
to creditors
and
provision
for the
preference
of any
preferred stock
according
to its
terms. There
are
no
pre-emptive
or
other
subscription
rights,
conversion
rights
or
redemption
or
scheduled
installment
payment
provisions
relating
to
shares of common stock. The shares of Lesaka common stock are
not subject to redemption.
Transfer Agent
The Company’s
transfer agent in the
United States is Computershare
Shareowner Services LLC,
480 Washington
Blvd, Jersey City,
New Jersey, 07310, and
the Company’s transfer agent in
South Africa is JSE Investor Services South Africa (Pty) Ltd.
EX-14 10 ex14.htm EX-14 ex14
LESAKA TECHNOLOGIES,
INC.
CODE OF ETHICS
Exhibit 14
CONTENTS
1.
EXECUTIVE SUMMARY
INTRODUCTION
Lesaka Technologies,
Inc. and its
subsidiaries (hereinafter referred
to as “Lesaka”)
are committed to
a policy of
fairness
and
integrity
in
the
conducting
of
their
businesses.
This
commitment,
endorsed
by
the
Board
of
Directors
of
Lesaka
(hereinafter
referred
to
as
the
“Board”),
is
based
on
the
fundamental
belief
that
business
should
be
conducted
to
the
highest ethical standards of honesty,
fairness and legality.
Lesaka’s Value
Statement
An insurgent
entrepreneurial spirit
is at our core. It drives our
innovative thinking and relentless
search
for
disruptive
solutions.
It
is
a
spirit
that
is
carried
with
a
bone-deep
integrity
,
a
non-
negotiable commitment to doing the right thing and always
doing what we say we will do.
This is the
bedrock of our
environment where we
relish open and
safe debate, embracing
all ideas,
recognising that our
collective wisdom
will find the answers and allow the
best ideas to succeed.
Our
environment
is
driven
by
a
belief
in
shared
ownership
,
based
on
a
commitment
to
performance and accountability,
and an energised
bias to action
.
These are
our values
that underpin
our mission
to enable
Merchants to
compete and
grow,
and
Grant Beneficiaries to improve
their lives, by providing
innovative financial technology and
value-
creating solutions.
This Code
of Ethics
(hereinafter referred
to as
this “Code”)
is Lesaka’s
promise
that our
Values
Statement
and ethical
standards will form the basis for all endeavours of Lesaka. Lesaka has established this Code as part of its overall policies
and procedures. To
the extent that other Lesaka policies and procedures
conflict with this Code, this Code will prevail.
This Code will apply equally to all employees and other representatives of Lesaka. The term “Employees”
has been used
in the broadest sense and includes:
All staff with whom a service contract exists;
Management and non-management;
Directors including non-executive Directors;
and
Contractors, consultants and temporary staff.
This Code
is designed
to inform
Employees of
policies in
various areas.
Therefore, Lesaka
expects all
Employees and
other representatives to share its commitment to high
moral, ethical and legal standards.
The most current
version of
this Code will
be distributed
to all
Employees, posted
and maintained
on Lesaka’s
website,
and filed as an exhibit to
Lesaka’s Annual Report on Form 10-K. Lesaka’s Annual Report on Form 10-K
shall disclose that
this Code is maintained on its website and shall
disclose that substantive amendments and waivers will also be posted on
Lesaka’s website.
P
lease study this Code carefully so that you understand Lesaka’s expectations
and
your obligations.
2.
COMPLIANCE, WAIVERS OR AMENDMENTS
COMPLIANCE WITH THIS CODE
Compliance
with
this
Code
by
all
Employees
is
mandatory.
If
any
Employee
becomes
aware
of,
or
suspects,
a
contravention of this
Code, such Employee
must promptly and confidentially
advise their line manager,
a member of the
Head of
Human Capital
department or
a member
of Group
Risk (provided
such person
was not
involved in
the alleged
violation).
Lesaka’s efforts to ensure observance of, and
adherence to, the goals and policies
outlined in this Code mandate that
you
must promptly
bring
to
the
attention
of
your
line
manager,
a
member
of
the
Head
of Human
Capital
department
or
a
member of the
Risk and
Compliance or
Fraud Risk
Departments
(provided such
person was
not involved
in the alleged
violation) any material transaction, relationship, act, failure to act, occurrence or practice that you believe, in good faith, is
inconsistent with, in violation of, or reasonably could be expected to give rise
to a violation of, this Code. In the event that
an Employee
feels unable
to report
such matters via
the aforementioned channels,
then the
Lesaka Whistleblowing Hotline
is available for safe and anonymous reporting of any potential
breaches of this Code.
The matter will be investigated and dealt with according to the Lesaka’s Whistleblowing Policy. Failure to report violations
of this Code will itself be considered a serious violation
of this Code.
It is Lesaka’s policy that no retaliation or other adverse action will be taken against any Employee for
good-faith reports of
Code violations.
Persons who
discriminate, retaliate or
harass may
be subject
to civil,
criminal and
administrative penalties,
as well as disciplinary action, up to and including termination
of employment for cause.
Managers set
an example
for other Employees
and are
often responsible for
directing the actions
of others.
Every manager
and supervisor is expected to
take necessary actions to ensure
compliance with this Code, to
provide guidance and assist
Employees
in
resolving
questions
concerning
this
Code
and
to
permit
Employees
to
express
any
concerns
regarding
compliance with this Code.
No one has the authority to order another Employee to
act in a manner that is contrary to this Code.
2.1.
WAIVERS OF OR AMENDMENTS TO THIS CODE
Any waivers of or amendments to this Code must be
in writing and must be approved in advance by the Board.
Waivers and amendments, and the reason,
therefore, shall be disclosed
as required under applicable
law and regulations.
If Employees
are in
doubt about
the application
of this
Code, they
should discuss
the matter
with their
line manager,
a
member of the Head of Human Capital department,
or Group Risk.
3.
COMPLIANCE WITH LAWS, RULES AND REGULATIONS
Employees must comply with all
applicable laws, rules and regulations
which relate to their activities
for and on behalf of
Lesaka. Lesaka
will not
tolerate any
violation
of the
law or
unethical business
dealing by
any Employee,
including any
payment for, or other participation
in, an illegal act, such as bribery.
Lesaka is committed
to full
compliance with
the laws,
rules and
regulations of
the cities,
states and countries
in which it
operates. You
must comply with all applicable laws, rules and regulations
in performing your duties for Lesaka.
Numerous
federal,
state
and
local
laws,
rules
and
regulations
define
and
establish
obligations
with
which
Lesaka,
its
Employees
and
agents
must
comply.
Under
certain
circumstances,
local
country
law
may
establish
requirements
that
differ from this Code.
You
are
expected
to
comply
with
all
local
country
laws
in
conducting
Lesaka’s
business.
If
you
violate
these
laws
or
regulations in performing your duties for Lesaka,
you not only risk individual indictment, prosecution and
penalties, as well
as civil actions and penalties, but also subject Lesaka to
the same risks and penalties.
If you violate these laws in
performing duties for Lesaka, you
will be subjected to immediate
disciplinary action, including
possible termination of your employment or affiliation
with Lesaka.
Employees
must
ensure
that
their
conduct
cannot
be
interpreted
as
being
in
any
way
in
contravention
of
applicable laws, rules and regulations governing the operations
of
Lesaka
.
3.1.
FOREIGN CORRUPT PRACTICES ACT
Lesaka Employees are expressly prohibited from,
directly or indirectly,
offering payment, promising to pay,
or authorizing
the payment of any
money,
or offering any
gift or non-monetary
offer or benefit,
promising to give a
gift or non-monetary
offer
or benefit,
or authorizing
the
giving of
anything
of value
to
any foreign
and/or
local official
or any
foreign political
party, official
of any foreign political party,
or candidate for governmental or political office
for purposes of:
Influencing any
act or
decision of
that foreign
and/or local
official, political
party or
candidate in
his/ her/
its official
capacity;
Inducing that
foreign
and/or
local official,
candidate
or political
party
to do
or omit
to do
any act
in violation
of the
lawful duty of that official, candidate or party,
or
Securing any improper advantage; or
Inducing that
foreign and/or
local official,
candidate
or political
party
to use
his/ her/
its influence
with
local and/or
foreign government or instrumentality to affect or
influence any act or decision of that government or instrumentality,
in
order
to
assist
Lesaka
or
its
Employee
in
obtaining
or
retaining
business
for
or
with,
or
directing
business
to,
Lesaka.
Various
countries
also
have
laws
that
prohibit
commercial
bribery.
Accordingly,
these
laws
are
not
limited
in
scope
to
bribery of
foreign and/or local
officials and typically
prohibit bribes or
inducements to an
individual or
business to improperly
influence decision-making.
As such, it
is Lesaka’s policy
that nothing
of value should
be provided to
any person for
the purpose
of improperly obtaining
or
retaining
business
or
otherwise
gaining
an
improper
business
advantage.
Violations
of
this
policy
are
taken
very
seriously,
as
they
can
subject
both
Lesaka
and
the
individual
to
criminal
and
civil
penalties,
up
to
and
including
imprisonment. Therefore,
any contravention of such laws and regulations will
result in disciplinary action as detailed in the
Code of Conduct.
3.2.
COPYRIGHTED OR LICENSED MATERIAL
It is both illegal and unethical to engage in practices that violate
copyright laws or licensing agreements.
Lesaka requires
that all
Employees respect
the rights
conferred by
such laws
and agreements
and refrain
from making
unauthorized copies of protected
materials, including but
not limited to printed
matter, musical
recordings, and computer
software.
Any Employee who is found to have violated copyright
laws will be subject to a disciplinary action.
3.3.
COMPETITIVE RELATIONSHIPS
It is unethical
and unlawful to
collaborate with competitors or
their agents or
representatives for the purpose
of establishing
or maintaining rates or prices at any particular level, or
to collaborate in any way in the restraint of trade.
It is prohibited and unlawful
to collaborate or collude with competitors
that are in a horizontal relationship
with Lesaka for
the purposes
of substantially
preventing or
lessening competition
in a market.
Any Employee
of Lesaka
who is
found to
have
violated
the
Competition
laws
in
any
of
the
jurisdictions
in
which
Lesaka
operates,
will
be
subject
to
disciplinary
action.
4.
CONFLICT OF INTEREST
Employees
are expected
to perform
their
duties conscientiously,
honestly
and
in accordance
with
the
best interests
of
Lesaka to optimize business objectives.
Employees
must
not
use
their
positions,
or
knowledge
gained
through
their
employment
with
Lesaka,
for
private
or
personal advantage or in such a manner that a conflict or an appearance of conflict arises between Lesaka’s interest and
their personal interests.
A conflict could arise where
an Employee’s family, or a business with which an
Employee or his or her
family is associated
obtains a gain, advantage
or profit, or there
is the appearance of a
gain, advantage or profit,
by virtue of the
Employee’s
position with Lesaka or knowledge gained through that position.
Every Employee must promptly inform Lesaka of any business
opportunities that come to his or her attention through
the
use of Lesaka assets, property or information or that relate
to the existing or prospective business of Lesaka.
If
Employees
feel
that
a
course
of
action
which
they
have
pursued,
are
pursuing
or
are
contemplating
pursuing,
may
involve them in a conflict of interest situation or a perceived conflict of interest situation, they should immediately make all
the facts known to the person
to whom they report and
the Head of Human Capital,
or Group Risk, or,
in the case of any
director or officer of Lesaka, to the Audit Committee
of Lesaka.
Where
any
member
of
the
Head
of
Human
Capital,
Group
Risk,
or
the
Audit
Committee
determines
that
a
conflict
of
interest exists, Lesaka reserves
the right to require the
Employee/Director to withdraw
from the conflicting activity
and/or
to terminate the employment/director relationship based on the conflict of interest,
as applicable.
Additionally, directors of
Lesaka should recuse themselves from participation in any decision of the Board in which there is a conflict between their
private interests and the interests
of Lesaka.Any proposed related party
transaction, as such term is
described in Item 404
of Regulation
S-K, involving
Lesaka and
an Employee,
in which
an Employee
has a
direct or
indirect material
interest,
shall be analyzed and reviewed by the Audit Committee
of Lesaka, for potential conflicts of interest.
OUTSIDE ACTIVITIES, EMPLOYMENT AND
DIRECTORSHIP
We
all
share
a
very
real
responsibility
to
contribute
to
our
local
communities,
and
Lesaka
encourages
Employees
to
participate in religious, charitable, educational and civic activities.
Employees should,
however,
avoid acquiring
any business
interest or
participating in
any activity
outside Lesaka
which
would create, or appear to create:
An excessive demand
upon their time, attention
and energy which
would deprive Lesaka
of their best efforts
on the
job; or
A conflict of interest
- that is, an
obligation, interest or distraction which
would interfere or appear
to interfere with their
independent exercise of judgment in Lesaka’s best
interest.
Employees other than
outside directors may not
take up outside
employment without the
prior written approval of
the Head
of Human Capital.
Employees who hold, or have been invited to hold, outside directorships should take particular care to ensure compliance
with
all
provisions
of
this
Code.
When
outside
business
directorships
are
being
considered
by
Employees
other
than
outside directors, prior written approval must be
obtained from the Chief Executive Officer of Lesaka
or Executive Director
responsible for the division.
RELATIONSHIPS WITH CLIENTS, CUSTOMERS AND SUPPLIERS
Lesaka recognizes
that relationships
with clients,
customers and
suppliers give
rise to
many potential
situations where
conflicts of interest, real or perceived, may arise.
Employees should
ensure that
they are
independent, and
are seen
to be
independent, from
any business
organization
having
a
contractual
relationship
with
Lesaka
or
providing
goods
or
services
to
Lesaka,
if
such
a
relationship
might
influence or create the impression of influencing their decisions
in the performance of their duties on behalf of Lesaka.
In such
circumstances,
Employees
should not
invest in,
or acquire
a financial
interest, directly
or indirectly,
in such
an
organization.
GIFTS, HOSPITALITY AND FAVOURS
Conflicts
of interest
can arise
where Employees
are offered
gifts,
hospitality
or other
favours
which
might,
or could
be
perceived to, influence their judgment in relation to business
transactions such as the placing of orders and contracts.
An Employee should not accept gifts, hospitality or other favours from suppliers
of goods or services to Lesaka. However,
the acceptance of the following would not be considered contrary
to such policy:
Promotional matter of limited commercial value;
Occasional business entertaining such as lunches, cocktail
parties or dinners; and
Occasional personal hospitality such as tickets to sporting
events or theatres.
Any bribe or attempted bribe must be reported to the Employee’s line manager as soon as possible. It is the intention that
dealings with any supplier that offers bribes will
be terminated.
Certain
functions
or
operating
areas
may
have
more
detailed
rules
governing
the
receipt
of
gifts,
hospitality
or
other
favours.
In addition,
no
bribes
of
any
kind should
be
made
by any
Lesaka
Employee
to
any
customer
or
potential
customer
to
secure business.
Providing the occasional gifts to customers, as set out
below, would not be considered
contrary to such a policy:
Advertising matter of limited commercial value;
Occasional business entertaining such as lunches, cocktail
parties or dinners; and
Occasional personal hospitality such as tickets to sporting
events or theatres.
Employees of the Lesaka Group may accept gifts from Third Parties (other than Government Officials) that are of modest
value ($100 USD or less), provided the gift and entertainment
guidelines stated in the Gifts and Entertainment policy,
are
satisfied.
PERSONAL INVESTMENTS
Lesaka
respects
the
right
of
all
Employees
to
make
personal
investment
decisions
as
they
see
fit,
as
long
as
these
decisions
do
not
contravene
any
provisions
of
this
Code,
any
applicable
legislation,
or
any
policies
or
procedures
established by the various operating areas of Lesaka, and provided these decisions
are not made on the basis of
material
non-public information acquired by reason of an Employee’s
connection with Lesaka.
Employees should not permit
their personal investment
transactions to have
priority over transactions
for Lesaka and
its
clients.
When considering
the application
of this
section, Employees
should ensure
that no
investment decision
made for
their
own account could reasonably be expected to adversely influence
their judgment or decisions in the performance of their
duties on behalf of Lesaka.
Employees involved in performing investment activities on behalf of Lesaka and those who by the nature of their duties or
positions are exposed to
price-sensitive information relating
to Lesaka are subject
to additional rules governing
personal
investments. These may be imposed
by the Companies Act, the
Stock Exchange of Johannesburg,
Banks Act, Financial
Sector Conduct
Authority,
Securities Regulation
Panel,
the Securities
and Exchange
Commission, NASDAQ
and other
regulatory bodies, industry associations and management.
The additional rules include requirements for all such Employees
to:
Obtain prior written approval from their line manager and the
Compliance Officer for,
and to report on, their personal
investment activity and the investment activity of those
persons with whom they have a close relationship; and
Refrain from dealing in
the shares of entities
that Lesaka deals with
during certain restricted/closed
periods, as well
as Lesaka subsidiaries and associates.
INSIDER INFORMATION AND INSIDER TRADING
Employees may
receive
information concerning
Lesaka or
one of
its affiliates,
business partners,
clients,
or customers
that is
confidential and not
generally known by
the public. If
that information is
“material” (i.e., publication
of that information
is likely
to affect
the market
price of
the stock
of the
entity to
which the
information relates),
then the
Employee has
an
ethical and legal obligation not to:
Act on that information (i.e., buy or sell stock based on
that information);
Disclose that information to others; or
Advise others to
buy or sell
the stock of
the entity to
which that information
relates, until such
information becomes
public.
An
Employee’s
direct
or
indirect
use
of
or
sharing
of
such
confidential,
privileged,
or
otherwise
proprietary
business
information of Lesaka or its partners, clients, or customers for financial gain, including investment by the Employee
or the
transmission of this
information to others
so that they
can use this
information for
their financial gain,
constitutes insider
trading, which is a criminal offense. Please refer to
Lesaka’s Insider Trading
Policy for more information.
REMUNERATION
No Employee
may receive
commissions
or other
remuneration
related
to the
sale of
any product
or service
of Lesaka
except
as
specifically
provided
under
an
individual’s
terms
of
employment
or
as
specifically
agreed
with
the
Lesaka
CEO/Group CFO or relevant Executive.
No employee,
director or any committee member of
Lesaka shall receive any compensation
not permitted by the rules of
the Securities and
Exchange Commission (hereinafter
referred to as
the “SEC”), The
NASDAQ Stock Market,
and other
applicable law.
Employees may
not receive
any money
or anything
of value
(other than
Lesaka’s regular remuneration
or other
incentives),
either directly
or indirectly, for negotiating,
procuring, recommending or
aiding in
any transaction made
on behalf
of Lesaka,
nor have any direct or indirect financial interest in such a transaction.
5.
EMPLOYMENT EQUITY, ENVIRONMENTAL
RESPONSIBILITY AND POLITICAL SUPPORT
5.1.
EMPLOYMENT EQUITY
Lesaka
supports
employment
equity
in
the
workplace
and
seeks
to
identify,
develop
and
reward
each
employee
who
demonstrates
the
qualities
of
individual
initiative,
enterprise,
hard
work
and
loyalty
in
their
job.
Lesaka
supports
and
complies with the Basic Conditions of Employment Act
and the Employment Equity Act.
All Employees have the right to work in an environment which is free from any form of discrimination, directly or indirectly,
on any arbitrary
ground, including,
but not limited
to race, gender,
sex, ethnic or
social origin, colour,
sexual orientation,
age, disability, religion,
conscience, belief, political opinion, culture,
language, marital status or family responsibility.
Employees should report
any cases of
actual or
suspected discrimination to
their line managers
or a member
of the
Human
Capital department.
Employees
with
illnesses
or
disabilities
may
continue
to
work,
provided
that
they
are
able
to
continue
to
perform
satisfactorily the essential duties of their jobs and do not
present a safety or health hazard to themselves or
others.
5.2.
HEALTH AND SAFETY
Lesaka is committed to taking every reasonable precaution
to ensure a safe work environment for all Employees
.
Employees who become aware
of circumstances relating to
Lesaka’s operations or activities
which pose a
real or potential
health or safety risk
should report the matter
to their line manager
and a member
of the Human Capital
department.
It is
Lesaka’s policy that no retaliation or other adverse
action will be taken against any Employee for good-faith
reports.
5.3.
ENVIRONMENTAL MANAGEMENT
Lesaka is
committed
to
developing
operating
policies to
address
the
environmental
impact
of
its business
activities
by
integrating pollution control, waste management and rehabilitation activities into operating procedures. Employees should
give appropriate
and timely attention to environmental issues.
5.4.
POLITICAL SUPPORT
Lesaka accepts
the personal
participation
of its
Employees
in the
political process
and respects
their right
to absolute
privacy with regard to personal political activity.
Lesaka will not attempt to influence any such activity provided there is
no
disruption to workplace activities, and it does not contribute
to industrial unrest.
Lesaka funds, goods or services, however,
may not be used as contributions to political parties or their
candidates.
6.
LESAKA’S FUNDS, PROPERTY AND RECORDS
6.1.
FUNDS AND PROPERTY
Lesaka has developed a number of internal controls to safeguard its assets and imposes strict standards to prevent fraud
and dishonesty. It
is every Employee’s responsibility to implement, maintain
and enhance the effectiveness of the control
environment in which they operate.
All Employees who
have access to
Lesaka’s funds in
any form must
at all
times follow prescribed
procedures for recording,
handling and protecting such funds.
Operating
areas
may
implement
policies
and
procedures
relating
to
the
safeguarding
of
Lesaka
property,
including
computer software and intellectual property.
Employees
must
at
all
times
ensure
that
Lesaka’s
funds
and
property
are
used
only
for
legitimate
Lesaka
business
purposes. Where an
Employee requires Lesaka
funds to be
spent, it is
the Employee’s responsibility to
use good judgment
on Lesaka’s behalf and to ensure that appropriate
value and authorization is received for such expenditure.
All payments
made by
or on
behalf of
Lesaka for
any purpose
must be
fully and
accurately described
in the
documents
and records supporting the payment. No false, improper,
or misleading entries shall be made in the books and records of
Lesaka.
Complete and accurate information is to be given in response to
inquiries from Group Risk and, independent auditors
.
If Employees become
aware of any
evidence that Lesaka
funds or property
may have been
or are likely
to be used
in a
fraudulent or improper manner they
should immediately and confidentially advise Lesaka
as set out in
the compliance with
this Code section of this document.
It is Lesaka’s policy that no retaliation or other adverse
action will be taken against any Employee for good-faith
reports.
6.2.
RECORDS
Accurate and reliable
records of many
kinds are necessary to
meet Lesaka’s legal and
financial obligations and to
manage
the
affairs
of
Lesaka.
Lesaka’s
books
and
records
should
reflect
all
business
transactions
in
an
accurate
and
timely
manner.
Undisclosed or unrecorded revenues,
expenses, assets or liabilities
are not permissible, and the
Employees responsible
for accounting and record-keeping functions are expected
to be diligent in enforcing proper practices.
7.
EMPLOYMENT MATTERS
7.1.
SUPERVISION OF RELATIVES AND OTHERS
Close relatives
and domestic
partners shall
not work
directly or
indirectly under
the supervision
of one
another without
prior written approval from the Head of Human Capital.
The aforementioned may be allowed on an exceptional basis.
“Close relative”
means, but
is not
limited to,
a spouse,
sister,
brother,
father,
mother-, father-,
sister-, brother-
son,
daughter-in-law step-parent, aunt, uncle, first cousin, child,
step-child, foster child, or grandparent.
“Domestic partner” means, but is not limited to, husband, wife, or a person the Employee currently resides with in an
intimate, romantic or sexual relationship.
If such a
situation should arise,
it should be
immediately brought to
the attention of
a direct manager
or Head of
Human
Capital.
Lesaka also requires that Employees disclose to the Human
Capital department the existence of an intimate, romantic
or
sexual relationship
between Employees
where there
exists a
direct chain
of command
and/
or supervisor/
subordinate
relationship. Decisions concerning such Employees will be made on a case-by-case basis by
the Head of Human Capital.
7.2.
RESTRICTIONS ON FORMER GOVERNMENT
EMPLOYEES
Former U.S. Government employees or U.S. military
officers are generally prohibited from representing Lesaka in matters
in which the government has substantial interest and where the
employee had prior responsibility.
Retired
senior
U.S.
Government
officials
and
regular
military
officers
are
further
restricted
from
selling
to,
or
in
some
instances, contacting their former agency or military service.
The
duration
of
these
prohibitions
and
the
matters
to
which
they
apply
depend
on
the
type
of
previous
government
employment. Lesaka’s legal department should be
contacted to help identify which restrictions apply.
8.
DEALING WITH OUTSIDE PERSONS AND ORGANISATIONS
8.1.
PROMPT COMMUNICATIONS
Lesaka strives to achieve complete, accurate, fair,
understandable and timely communications with all parties
with whom
it conducts
business, as
well as
government authorities
and the
public. All
Employees must
take all
steps necessary
to
assist
Lesaka
in
fulfilling
these
disclosure
responsibilities.
In
addition,
prompt
and
effective
internal
communication
is
encouraged.
A prompt,
courteous and
accurate response
should be
made to
all reasonable
requests for
information and
other client
communications.
Any
complaints
should
be
dealt
with
in
accordance
with
internal
procedures
established
by
various
operating areas of Lesaka and applicable laws.
8.2.
MEDIA RELATIONS
In addition
to everyday
communications with
outside persons
and organizations,
Lesaka will,
on occasion,
be asked
to
express its views to the media on certain issues.
Unless
specifically
designated
to
do
so,
no
Employee
may
provide
advice
or
comment
on/respond
to
customer/media/public queries or any business/product related queries as a representative
of the organisation/operate in
any official capacity via social or other public platforms/media
spaces.
Employees approached
by the media
should immediately
contact the department
or individual responsible
for corporate
communications.
An Employee, when dealing with anyone outside Lesaka,
including public officials, must take care not to compromise
the
integrity or damage the reputation of any outside individual, business,
or government body,
or that of Lesaka.
As
a
general
rule,
Lesaka’s
position
on
public
policy
or
industry
issues
will
be
dealt
with
by
the
Board
of
Lesaka
and
existing policies in this regard must be adhered to. The text of the articles for publication, public speeches and addresses
about Lesaka and its business should be reviewed
in advance with the individual responsible for public relations.
Employees
should
separate
their
personal
roles
from
Lesaka’s
position
when
communicating
on
matters
not
involving
Lesaka
business.
They
should
be
especially
careful
to
ensure
that
they
are
not
identified
with
Lesaka
when
pursuing
personal or political activities, unless this identification has
been specifically authorized in advance by Lesaka.
If your
social media
activity is/can
be linked
in any
way or
could be
deemed related
to Lesaka
(or our
related business
entities and
brands),
we may
have a
legitimate interest
in the
content being
published
by you.
This includes
but is
not
limited to posting any confidential or sensitive information (either as text, video, audio or image content), discriminatory or
offensive
comments,
critical
comments
about
Lesaka,
our
Employees,
our
customers
or
competitors
or
any
other
information that may put Lesaka and its associated brands
and entities at risk.
9.
PRIVACY AND CONFIDENTIALITY
In the regular course of business, Lesaka accumulates a considerable amount of information. The following principles are
to be observed:
9.1.
OBTAINING AND SAFEGUARDING INFORMATION
Information necessary
for Lesaka’s business
should be
reliable, accurate
and its
confidentiality maintained. When
personal
information is
needed, wherever
possible, it should
be obtained directly
from the
person concerned.
Only reputable
and
reliable sources should be used to supplement this information.
Information should only be retained as long as it is needed or as required
by law, and it is every Employee’s responsibility
to ensure that such information is physically secured and protected.
9.2.
ACCESS TO INFORMATION
Any information
with respect
to any
product, plan
or business
transaction of
Lesaka, or
personal information
regarding
Employees, including their salaries, must be kept strictly confidential (hereinafter referred to as
“Confidential Information”)
and must not be disclosed or used for improper purposes by any Employee unless and until proper authorization for such
disclosure has been obtained.
Once
authorization
has
been
obtained,
all
information
required
by
stakeholders
either
on
request
or
due
to
statutory
requirements must be accurately disclosed.
In addition,
operating areas
may implement
policies and
procedures to
prevent improper
transmission within
Lesaka of
material non-public information.
9.3.
TERMINATION OF EMPLOYMENT
The obligation to
preserve the confidentiality of
Confidential Information acquired in
the course of
employment with Lesaka
does not end upon termination of employment. The obligation continues indefinitely until Lesaka authorizes disclosure, or
until the Confidential Information legally enters the public
domain.
Immediately upon the termination of employment for
any reason, or when otherwise requested
by Lesaka, Employees are
required
to return
to Lesaka
all above
-mentioned
Confidential
Information,
including documents,
information
and other
property.
9.4.
FORMER EMPLOYMENT
New Employees will not be assigned to work where they might be required to use or disclose trade secrets or confidential
information
belonging
to
their
former
employers.
New
Employees
should
not
take
away
from
their
former
place
of
employment any information that might be considered
proprietary or confidential.
10.
EMPLOYEE OBLIGATIONS
It is of paramount importance to Lesaka that all
disclosure in reports and documents that Lesaka
files with, or submits to,
the SEC, and in other public communications made by
Lesaka is full, fair, accurate,
timely and understandable.
You must take all steps available to assist Lesaka
in fulfilling these responsibilities consistent with
your role within Lesaka.
In particular,
you are
required
to
provide
prompt
and
accurate
answers to
all inquiries
made to
you
in connection
with
Lesaka’s preparation of its public reports and disclosure.
All Employees must perform their duties diligently,
effectively and efficiently,
and in particular:
Support and assist Lesaka to fulfil its commercial and ethical obligations
and objectives as set out in this Code;
Avoid any waste of resources, including time;
Be
committed
to
improving
productivity,
achieving
the
maximum
quality
standards,
reducing
ineffectiveness,
and
avoiding unreasonable disruption of activities at work;
Commit to honouring their agreed terms and conditions
of employment;
Not act in any way that may jeopardize the shareholders’
rights to a reasonable return on investment;
Act honestly and in good faith at all times and report any
harmful activity they observe in the workplace;
Recognize fellow Employees’ rights to freedom of association
and not intimidate fellow Employees;
Pay due regard to environmental, public health and safety conditions
in and around the workplace; and
Act within their powers and not carry on the business of
Lesaka recklessly.
Each Employee
who contributes
in any
way to the
preparation or
verification of
Lesaka's financial
statements and
other
financial information must:
Ensure that Lesaka's books, records and accounts are
accurately maintained;
Be familiar
with and
comply with
Lesaka's disclosure
controls and
procedures and
its internal
control over
financial
reporting; and
Take all necessary steps to ensure
that all filings
with the SEC
and all other
public communications about
the financial
and business condition of Lesaka provide full, fair,
accurate, timely and understandable disclosure.
Each
Employee
must
cooperate
fully
with
Lesaka's
accounting
and
internal
audit
departments,
as
well
as
Lesaka's
independent auditors and counsel.
Each Employee acknowledges that Lesaka shall
be the owner of the copyright in
any work which is eligible for copyright,
and which
is created or
executed by
such Employee, whether
alone or
with others, in
the course and
scope of
employment.
All work created
or executed by
the Employee
and for which
copyright exists
shall unless the
Employee established
the
contrary, be deemed
to have been created or executed in the course
and scope of employment with Lesaka.
Non-compliance with the guidelines set herein, may result in
the institution of disciplinary action and potential dismissal
.
11.
REVISION AND ACKNOWLEDGEMENT OF THE POLICY
THE POLICY IS SUBJECT TO REVISION
Lesaka may change the terms of the Code
from time to time to respond to developments
in law and practice. Lesaka will
take steps to inform all affected persons of any
material change to the Code.
ALL EMPLOYEES MUST ACKNOWLEDGE
THEIR AGREEMENT TO COMPLY WITH THE CODE
The Code will be
delivered to all
Employees upon its
adoption by Lesaka,
and to all other
new Employees at
the start of
their
employment
or
relationship
with
Lesaka.
Upon
first
receiving
a
copy
of
the
Code
Employees
must
sign
an
acknowledgment that he or she has received a copy and agrees to
comply with the Code. All revisions to the Code will be
communicated to Employees and this communication
will be deemed acceptance of the same.
This acknowledgment and agreement will constitute consent for Lesaka to
impose sanctions for violation of this Code and
to issue any necessary stop-transfer orders to Lesaka’s
transfer agent to enforce compliance with this Code.
INQUIRIES
If you
have any
questions regarding any
of the
provisions of
this Code,
please contact
the Compliance Officer
or
Human Capital at +27 11 343 2000.
12.
POLICY REVIEW
The Audit Committee
of Lesaka will
periodically (preferably annually) review
the policy and
may recommend changes from
time to time for the consideration of the Board.
Any proposed changes to this Code where indicated, shall
be referred to the Board for appropriate action.
BOARD APPROVAL RECEIVED: SEPTEMBER 2025
EX-19 11 ex19.htm EX-19 ex19
Exhibit 19
LESAKA TECHNOLOGIES,
INC.
INSIDER TRADING POLICY
CONTENTS
1.
EXECUTIVE SUMMARY
1.1.
INTRODUCTION
The
Insider
Trading
Policy
(hereinafter
referred
to
as
the
“Policy”)
provides
guidelines
to
all
employees,
officers
and
directors
of
Lesaka
Technologies
,
Inc.
and
its
subsidiaries
(hereinafter
referred
to
as
the
“Company”)
with
respect
to
transactions in the Company’s securities.
The nature of
operations of a
listed company
includes that
its management
and other insiders
may possess
information
influencing the value of a security issued
by the listed company,
meant to be used to promote the
business operations of
the listed company.
The information
shall be confidential
until published or
otherwise made
available in the
market. The
information may not be used in securities transactions or
disclosed to others without an acceptable reason.
Holdings in a
listed company
by the management
of the listed
company and
by other insiders
are in essence
beneficial
for both the company and
its shareholders. The publicity
of holdings of the insiders
provides the investors a
possibility to
monitor
the
holdings
of
the
insiders
and
simultaneously
supports
confidence
in
the
securities
markets.
The
trading
practices of the insiders shall be such that they do not
undermine confidence in the securities markets.
2.
TRADING IN COMPANY SECURITIES
2.1.
TRADING
IN
COMPANY
SECURITIES
WHILE
IN
POSSESSION
OF
MATERIAL
NON-PUBLIC
INFORMATION IS PROHIBITED
The purchase or sale
of securities by
any person who
possesses material non-public
information (hereinafter referred
to
“MNPI”) is a violation of federal and state securities
laws. Furthermore, it is important that the appearance,
as well as the
fact, of trading on the basis of MNPI be avoided.
Therefore,
any
person
subject
to
the
Policy
who
possesses
MNPI
pertaining
to
the
Company
may
not
trade
in
the
Company’s securities, advise anyone else to do so, or communicate the information to anyone else until he or she knows
that the information has been disseminated to the public.
The Policy applies to
all trading or other
transactions in the Company’s
securities, including common stock,
options, and
any other
securities
that the
Company may
issue, such
as preferred
stock, notes,
bonds and
convertible securities,
as
well as to derivative securities relating to any of the Company’s
securities, whether or not issued by the Company.
No director, officer,
employee, or consultant of the Company who
is aware of MNPI relating to the Company may:
directly or through family
members or other
persons or entities,
purchase, sell or
otherwise transfer or
trade, or offer
to purchase, sell, or otherwise transfer
or trade, any securities of the Company,
other than pursuant to a trading
plan
that complies with Rule 10b5-1 promulgated by the U.S.
Securities and Exchange Commission (“SEC”); or
engage in any other action to take personal advantage of that information, communicate that information on to others
outside the Company,
including:
friends and family (a practice referred to as “tipping”); or
make
recommendations
or
express
opinions
as
to
trading
in
the
Company’s
securities
while
in
possession
of
MNPI, except
such person
may advise
others not
to trade
in the
Company’s securities
if doing
so might
violate
the law or this Policy.
In addition, it is the policy of
the Company that no officer,
director, employee, or
consultant who, in the course
of working
for the
Company,
learns of
MNPI of
another company
with which
the Company
does business,
such as
a customer
or
supplier, may trade in that
company’s securities until that information becomes
public or is no longer material.
No officer,
director,
employee, or
consultant who
knows of
any such
MNPI may
communicate that
information to,
or tip,
any other
person, including
family members
and friends,
or otherwise
disclose such
information without
the Company’s
authorization.
2.2.
SPECIAL GUIDELINES FOR 10B5-1 TRADING
PLANS
Notwithstanding the foregoing,
an employee will
not be
deemed to
have violated the
Policy if
he or
she effects a
transaction
that meets all of the enumerated criteria below:
The transaction must be made pursuant
to a documented plan (the “Plan”)
entered into in good faith that
complies
with all provisions of Rule 10b5-1 (the “Rule”), including,
without limitation:
Each Plan must:
a)
specify the
amount of
securities to
be purchased
or sold
and the
price at
which and
the date
on which
the
securities are to be purchased or sold, or
b)
include a written
formula or
algorithm, or
computer program,
for determining
the amount
of securities
to be
purchased or sold and the price at which and the date on which the
securities were to be purchased or sold.
Such
Plan
must
prohibit
the
employee
and
any
other
person
who
possesses
MNPI
from
exercising
any
subsequent influence over how, when,
or whether to effect trades.
Such Plan must provide that no trades may occur thereunder until expiration of the applicable cooling-off period
specified in Rule
10b5-1(c)(ii)(B), and no
trades may occur
until after
that time.
The appropriate cooling-off
period
will vary based on the status
of the covered person. For directors and
officers, the cooling-off period ends on the
later
of
(x)
ninety
(90)
days
after
adoption
or
certain
modifications
of
the
Plan;
or
(y)
two
(2)
business
days
following disclosure of the Company's financial results in a Form 10-Q or Form 10-K for the quarter in which the
Plan was
adopted or
modified. However,
the cooling-off
period cannot
exceed one
hundred and
twenty (120)
days from
adoption
or modification
of the
Plan as
specified
in the
Rule. For
all other
persons,
the cooling
-off
period ends thirty (30) days after adoption or modification of
the Plan. This required cooling-off period will
apply
to the entry into a new Plan and any revision or modification
of a Plan.
Each
Plan
must
be
approved
prior
to
the
effective
time
of
any
transactions
under
such
Plan
by
the
Company’s
Compliance Officer (as hereinafter
defined). The Company reserves the
right to withhold approval of any
Plan that
the Compliance Officer determines, in his or her
sole discretion:
fails to comply with the Rule; or
exposes the Company or the
employee to liability under any
other applicable state or federal rule,
regulation or
law; or
creates any appearance of impropriety; or
fails to meet the guidelines established by the Company;
or
otherwise fails to
satisfy review
by the Compliance
Officer for
any reason, such
failure to be
determined in the
sole discretion of the Compliance Officer.
Any modifications to the Plan or deviations from the
Plan without prior approval of the Compliance Officer will result
in
a
failure
to
comply
with
the
Policy.
Any
such
modifications
or
deviations
are
subject
to
the
approval
of
the
Compliance Officer.
Each Plan must be established at a time when the trading
window is open.
Each
Plan
must
provide
appropriate
mechanisms
to
ensure
that
the
employee
complies
with
all
rules
and
regulations, including
Rule 144
promulgated under
the Securities
Act of
1933 and
Section 16(b)
of the
Securities
Exchange Act
of 1934
(hereinafter referred
to as
the “Exchange
Act”), applicable
to securities
transactions under
the Plan by the employee.
Each Plan must provide for the suspension of all transactions under such Plan in
the event that the Company, in its
sole discretion, deems such suspension necessary and advisable, including suspensions necessary to
comply with
trading
restrictions
imposed
in
connection
with
any
lock-up
agreement
required
in
connection
with
a
securities
issuance transaction or other similar events.
None of
the Company, the Audit
Committee nor
any of
the Company’s officers,
employees or
other representatives
shall be deemed, solely by their approval of the
Plan, to have represented that any Plan complies with
the Rule or to have
assumed any liability or responsibility to the employee or
any other party if such Plan fails to comply with the Rule.
3.
APPLICATION AND RESTRICTION OF THE POLICY
3.1.
ALL
EMPLOYEES,
OFFICERS, DIRECTORS,
CONSULTANTS
AND
THEIR
FAMILY
MEMBERS
AND
AFFILIATES ARE SUBJECT TO THIS POLICY
The Policy
applies to
all directors,
officers, employees,
and consultants
of the
Company as
well as
to entities
(such as
trusts, limited partnerships and corporations) over which
such individuals have or share voting or investment
control.
For the
purposes of
this Policy,
officers, outside
directors and
consultants are
included within
the term
“employee.” The
Policy also applies to any other persons
whom the Company’s insider trading Compliance Officer may designate because
they have access
to MNPI
concerning the Company, as well
as any person
who receives MNPI
from any Company
insider.
Persons
subject
to
the
Policy
are
responsible
for
ensuring
compliance
by
family
members
and
members
of
their
households and by
entities over which
they exercise voting
or investment control.
Employees should provide
each of these
persons or entities with a copy of this Policy.
3.2.
EXECUTIVE OFFICERS AND DIRECTORS ARE
SUBJECT TO ADDITIONAL RESTRICTIONS
SECTION 16 INSIDERS
The Company’s directors and executive
officers are subject to
the reporting provisions and trading
restrictions of Section
16
of
the
Exchange
Act
and
the
underlying
rules
and
regulations
promulgated
by
the
SEC.
Each
of
these
persons
is
referred to herein as a “Section 16 Insider.”
An
executive
officer
is
generally
defined
as
the
president,
principal
financial
officer,
principal
accounting
officer
or
controller, any vice president
in charge of a principal business unit, division
or function or any other officer or
person who
performs a policy making function.
ADDITIONAL RESTRICTIONS
All Section 16 Insiders are subject to the additional restrictio
ns set forth in
Appendix A
hereto.
3.3.
APPLICABILITY OF THE POLICY TO TRANSACTIONS
IN COMPANY SECURITIES
GENERAL RULE
The Policy
applies to
all transactions
in the
Company’s securities,
including common
stock and
any other
securities the
Company
may
issue
from
time
to
time,
such
as
preferred
stock,
warrants
and
convertible
debentures,
as
well
as
to
derivative securities
relating to
the Company’s
stock, whether
or not
issued by
the Compan
y,
such as
exchange-traded
options.
For
purposes
of
this
Policy,
the
term
“trade”
includes
any
transaction
in
the
Company’s
securities,
including
gifts
and
pledges.
EMPLOYEE BENEFIT PLANS
Stock Option Plans
The trading prohibitions
and restrictions set
forth in the
Policy do not
apply to the
exercise of
stock options
for
cash, a promissory note, or by
having the Company withhold common stock in
payment of the exercise price but
do apply to all sales of securities acquired through the
exercise of stock options.
Thus, the Policy does apply to the “same-day sale” or cashless
exercise of Company stock options.
Employee Stock Purchase Plans
The
trading
prohibitions
and
restrictions
set
forth
in
the
Policy
do
not
apply
to
periodic
contributions
by
the
Company or employees to employee stock purchase plans or employee benefit plans (e.g., a pension or 401(k)
plan) which are used to purchase Company securities
pursuant to the employee’s advance instructions.
However, no officers or employees may alter their instructions regarding the level of
withholding or the purchase
of Company securities in
such plans while in
the possession of MNPI.
Any sale of
securities acquired under such
plans is subject to the prohibitions and restrictions of this
Policy.
3.4.
EMPLOYEES MAY NOT PARTICIPATE
IN CHAT ROOMS
Employees are
prohibited from
participating in
chat room
discussions or other
Internet forums
regarding the
Company’s
securities or business.
3.5.
EVERY INDIVIDUAL IS RESPONSIBLE
Every employee has the individual responsibility to comply with
the policy against illegal insider trading.
An employee may, from time to time, have to forego a proposed transaction in the Company’s securities even if he or she
planned to make the transaction before learning of
the MNPI and even though the employee believes
that he or she may
suffer an economic loss or forego anticipated profit
by waiting.
3.6.
THE POLICY CONTINUES TO APPLY FOLLOWING TERMINATION OF EMPLOYMENT
The Policy continues to apply to transactions in the Company’s
securities even after termination of employment.
If an
employee is
in possession
of MNPI
when his
or her
employment terminates, he
or she
may not
trade in
the Company’s
securities until
that information
has become
public or
is no
longer material,
regardless of
whether the
Company is
in an
open or closed trading period.
4.
COMPLIANCE OFFICER
4.1.
INSIDER TRADING COMPLIANCE OFFICER
The Company has a designated Insider Trading
Compliance Officer (hereinafter referred to as the
“Compliance Officer”).
The duties of the Compliance Officer include,
but are not limited to, the following:
Administering the Policy and monitoring and enforcing
compliance with all Policy provisions and procedures;
Responding to all inquiries relating to the Policy and its
procedures;
Designating and
announcing special
trading blackout
periods during
which no
employees may
trade in
Company
securities;
Providing
copies
of
the
Policy
and
other
appropriate
materials
to
all
current
and
new
directors,
officers
and
employees, and
such other
persons as
the Compliance
Officer determines
have access
to MNPI
concerning the
Company;
Administering, monitoring and enforcing compliance with
federal and state insider trading laws
and regulations; and
assisting in the preparation and filing
of all required SEC reports relating
to trading in Company securities, including
without limitation Forms 3, 4, 5 and 144 and Schedules
13D and 13G;
Pre-clearing all trading in securities of the Company by
Section 16 Insiders;
Providing approval of any Rule 10b5-1 plans;
Selecting designated brokers through which employees
are authorized to trade Company securities;
Revising the Policy as necessary to reflect changes in federal
or state insider trading laws and regulations;
Maintaining as Company records originals or copies of all documents required by the
provisions of the Policy or the
procedures
set
forth
herein,
and
copies
of
all
required
SEC
reports
relating
to
insider
trading,
including
without
limitation Forms 3, 4, 5 and 144 and Schedules 13D and 13G;
Maintaining an accurate list of Section 16 Insiders; and
Providing a reporting system with an effective whistleblower
mechanism.
The Compliance
Officer may
designate one
or more
individuals to
perform the
Compliance Officer’s
duties in
the event
that the Compliance Officer is unable or unavailable
to perform such duties.
In fulfilling
his or her
duties under
this Policy,
the Compliance
Officer shall
be authorized
to consult
with the
Company’s
outside legal counsel.
4.2.
THE COMPLIANCE OFFICER IS AVAILABLE TO ANSWER QUESTIONS ABOUT THIS POLICY
Please direct
all inquiries
regarding any
of the
provisions or
procedures of
the policy
to the
Compliance Officer
via e-
mail at compliance@lesakatech.com or by calling +27
11 343 2000, or
in person
.
5.
MATERIAL NON-PUBLIC INFORMATION
5.1.
DEFINITION OF MATERIAL NON-PUBLIC INFORMATION
MATERIAL
Information
about
the
Company
is
“material”
if
it
would
be
expected
to
affect
the
investment
or
voting
decisions
of
a
reasonable shareholder or investor,
or if the disclosure of the information would be expected to significantly alter the total
mix of the information in the marketplace about the Company.
In simple
terms, materiality
is a
relatively low
threshold and
material information
is any
type of
information
which could
reasonably be
expected to
affect
the market
price of
the Company’s
securities.
Both positive
and negative
information
may be material.
While it
is not
possible to identify
all information that
would be deemed
material, the following
types of information
ordinarily
would be considered material:
Financial performance, especially
quarterly and
year-end earnings, and
significant changes in
financial performance
or liquidity;
Company projections and strategic plans;
Offerings of Company securities;
Potential mergers or acquisitions, the sale of Company assets
or subsidiaries or major partnering agreements;
New major contracts, orders, suppliers, customers or finance sources
or the loss thereof;
Major discoveries or significant changes or developments
in products or product lines, research or technologies;
Significant changes or developments in supplies or inventory,
including significant product defects or recalls;
Significant pricing changes;
Significant changes in senior management or membership
of the Board of Directors;
Significant changes in accounting methods or policies;
Significant labour disputes or negotiations;
Cybersecurity risks, including vulnerability and breaches, and
other institutional risks;
Actual or threatened major litigation, or the resolution of such
litigation; and
Receipt or denial of regulatory approval for products.
Material information is not limited to historical facts but
may also include projections and forecasts.
NON-PUBLIC
Material information is “non-public”
if it has not been widely
disseminated to the general public
through a report filed with
the SEC or through major newswire services, national news
services or financial news services.
For the purpose of this
Policy, information will be considered public after the close of
trading on the second full trading
day
following the Company’s widespread public release
of the information.
CONSULT THE COMPLIANCE OFFICER WHEN IN DOUBT
Any
employees
who
are
unsure
whether
the
information
that
they
possess
is
material
or
non-public
must
consult
the
Compliance Officer for guidance before trading
in any Company securities.
When any securities
transaction becomes the
subject of legal scrutiny,
it may be viewed
after the fact with
the benefit of
20/20 hindsight.
As a
result, before
engaging in
any securities
transaction, carefully
consider how
regulators
or others
may view the transaction.
5.2.
ONLY
DESIGNATED
COMPANY
SPOKESPERSONS
ARE
AUTHORIZED
TO
DISCLOSE
MATERIAL
NON-PUBLIC INFORMATION
The Company is required
under the federal
securities laws to
avoid the selective
disclosure of MNPI.
The Company has
established procedures for releasing material
information in a manner that is designed
to achieve broad dissemination of
the information immediately upon its release.
Employees may not,
therefore, disclose
material information
to anyone
outside the Company,
including family
members
and friends, other than in accordance with those established procedures.
Any inquiries from
outsiders regarding MNPI about
the Company should
be forwarded to
the Compliance Officer, the Chief
Risk Officer, Chief
Executive Officer,
or the Group Chief Financial Officer.
6.
PROHIBITED TRANSACTIONS
Certain types of transactions are prohibited:
6.1.
SHORT SALES
Short sales of the Company’s securities evidence an expectation on the part of the seller that the securi
ties will decline in
value, and therefore signal to the market that the seller
has no confidence in the Company or its short-term
prospects.
In addition, short sales
may reduce the seller’s
incentive to improve the
Company’s performance. For these reasons, short
sales of the
Company’s securities
are prohibited by
this Policy.
In addition, Section
16(c) of the
Exchange Act expressly
prohibits executive officers and directors from engaging
in short sales.
6.2.
PUBLICLY TRADED OPTIONS
A transaction in options is, in effect,
a bet on the short-term movement of
the Company’s stock and therefore
creates the
appearance that the director
or employee is trading
based on inside
information. Transactions
in options also may
focus
the director’s or employee’s attention on short-term performance
at the expense of the Company’s long-term
objectives.
Accordingly, transactio
ns in puts, calls or other derivative securities involving
the Company’s stock, on an exchange or in
any
other
organized
market,
are
prohibited
by
this
Policy.
(Option
positions
arising
from
certain
types
of
hedging
transactions are governed by the section below captioned
“Hedging Transactions”)
6.3.
HEDGING TRANSACTIONS
Certain
forms
of
hedging
or
monetization
transactions,
such
as
zero-cost
collars
and
forward
sale
contracts,
allow
an
employee to
lock in
much of
the value
of his
or her
stock holdings,
often in
exchange for
all or
part of
the potential
for
upside appreciation in the stock.
These transactions allow the employee to continue to own the covered securities, but without the full risks and rewards of
ownership.
When
that
occurs,
the
employee
may
no
longer
have
the
same
objectives
as
the
Company’s
other
shareholders. Therefore, such transactions involving the Com
pany’s securities are prohibited by this
Policy.
6.4.
MARGIN ACCOUNTS AND PLEDGES
Securities held in a margin account
may be sold by the broker
without the customer’s consent if
the customer fails to meet
a
margin
call.
Because
a
margin
sale
may
occur
at
a
time
when
the
customer
is
aware
of
MNPI
or
otherwise
is
not
permitted to
trade in
Company securities,
directors, officers
and other
employees are
prohibited from
holding Company
securities in a margin account.
A directors, officer or other employee is permitted to pledge the shares which they hold in
the Company, provided that the
capital amount of the
loan may not exceed an
amount equal to 40% of
the value of the shares
at the time of
the pledge.
In
this regard, the
value of the
shares will be
equal to: (i)
the volume-weighted average
price (VWAP)
per share traded
on
the JSE over the trading days falling within the 30-day period terminating on the day prior to the date on which the pledge
is given,
in the
case of
shares held
on the
JSE; or
(ii) the volume-weighted
average price
(VWAP)
per share
traded on
NASDAQ over the
trading days falling
within the 30-day period
terminating on the
day prior to
the date on
which the pledge
is given, in the case of shares held on NASDAQ, in each
case as derived from the Bloomberg database.
7.
TRADING ACTIVITIES BY EMPLOYEES
7.1.
TRADING
ACTIVITIES
BY
EMPLOYEES
ARE
PERMITTED
ONLY
DURING
CERTAIN
TRADING
WINDOWS
In order to avoid any questions and
to protect both employees and
the Company from any potential
liability, any
trade by
any employee will
be permitted
only during
an “
open
trading window
.”
The trading window
generally opens
48 hours
following the public issuance of the Company’s earnings release for the most recent fiscal quarter and closes at the close
of trading
on the
last day
of the
last month
of a
fiscal quarter.
The Company's
Compliance Officer
will communicate
to
employees and the Board of Directors the relevant open
and closed trading periods.
In addition to the times when the trading window
is scheduled to be closed, the Company may impose
a special blackout
period at its
discretion due to
the existence of
MNPI, such as
a pending acquisition, that
is likely to
be widely known
among
employees.
The
Company’s
Compliance
Officer
will
advise
employees
when
any
special
blackout
period
is
applicable.
The
Compliance
Officer
will
impose
such
a
blackout
period
if,
in
his/her
judgment,
there
exists
non-public
information
that
would make
trades by
the Company’s
employees (or
certain of
the Company’s
employees) inappropriate
in light
of the
risk that such trades could be viewed as violating applicable securities
laws.
Even
when
a
trading
window
is
open,
employees
are
prohibited
from
trading
in
the
Company’s
securities
while
in
possession of MNPI.
An employee or
former employee, other than
a current or
former Section 16 Insider
of the Company, may submit a
request
to the Compliance Officer
to transact outside
of an open trading
window, subject
to the determination of
the Compliance
Officer
that,
based
on
the
individual’s
knowledge,
position,
responsibilities,
or
actual
or
potential
access
to
material
information, such
individual is
permitted to
trade notwithstanding
the restrictions
set forth
in this
Section 7.1.
To
obtain
such determination,
the employee
or former
employee, as
applicable, must
submit a
written request
to the
Compliance
Officer, confirming
that the employee or former
employee, as applicable, is
not in possession of MNPI
and providing any
additional information
reasonably requested
by the
Compliance Officer.
The Compliance
Officer will
review the
request
and may
approve or
deny trading
by the
employee or
former employee
during the
period prior
to the
next open
trading
window.
8.
VIOLATIONS OF THE POLICY
8.1.
VIOLATIONS
OF
INSIDER
TRADING
LAWS
OR
THE
POLICY
CAN
RESULT
IN
SEVERE
CONSEQUENCES
CIVIL AND CRIMINAL PENALTIES
The consequences of prohibited insider trading or tipping can be severe.
Persons violating insider trading or tipping rules
may be
required to
disgorge the
profit made
or the
loss avoided
by the
trading, pay
civil penalties
up to
three times
the
profit made, or loss
avoided, face private action
for damages, as well
as being subject to
criminal penalties, including
up
to 20 years in prison and fines of up to $5 million.
The Company and/ or the supervisors
of the person violating the rules
may also be required to pay
major civil or criminal
penalties.
In addition, a person
who tips others may
also be liable
for transactions by the
tippees to whom
he or she has
disclosed
MNPI.
Tippers
can
be
subject
to
the
same
penalties
and
sanctions
as
the
tippees,
and
the
SEC
has
imposed
large
penalties even when the tipper did not profit from the transaction.
COMPANY DISCIPLINE
Violation of the Policy or federal or state insider trading
laws by any director, officer
or employee may subject the director
to removal proceedings and
the officer or employee
to disciplinary action by
the Company, including termination for cause.
REPORTING VIOLATIONS
Any person who
violates the Policy
or any federal
or state laws
governing insider
trading or knows
of any such
violation
by any
other person,
must report
the violation
immediately to
the Compliance
Officer and/or
the Audit Committee
of the
Company’s Board of Directors.
Upon learning of any such violation, the Compliance Officer or Audit Committee, in consultation with the Company’s legal
counsel,
will
determine
whether
the
Company
should
release
any
MNPI
or
whether
the
Company
should
report
the
violation to the SEC or other appropriate governmental
authority.
9.
REVISION AND ACKNOWLEDGEMENT OF THE POLICY
9.1.
THE POLICY IS SUBJECT TO REVISION
The Company may change the terms of the Policy from time to time to respond
to developments in law and practice. The
Company will take reasonable steps to inform all affected
persons of any material change to the Policy.
The Audit Committee will be responsible for monitoring and recommending any
modification to the Policy, if
necessary or
advisable, to the Board of Directors.
9.2.
ALL EMPLOYEES MUST ACKNOWLEDGE
THEIR AGREEMENT TO COMPLY WITH THE POLICY
The Policy
will be
delivered to
all employees
upon its
adoption by
the Company,
and to
all other
new employees
at the
start of their employment or relationship with the Company. Upon first receiving a copy of the Policy employees
must sign
an acknowledgment that he or she
has received a copy and agrees
to comply with the Policy’s
terms. All revisions to the
Policy will be communicated to the employees and this
communication will be deemed acceptance of the same.
This acknowledgment
and
agreement
will constitute
consent for
the Company
to
impose
sanctions
for violation
of this
Policy and to
issue any
necessary stop-transfer
orders to
the Company’s
transfer agent
to enforce
compliance with
this
Policy.
9.3.
INQUIRIES
If you have any questions regarding any
of the provisions of this Policy, please contact the Compliance Officer via e-email
at compliance@lesaktech.com or by calling +27 11
343 2000.
10.
POLICY REVIEW
The
Audit
Committee
of
the
Company
will
periodically
(preferably
annually)
review
the
Policy
and
may
recommend
changes from time to time for the consideration of the
Board.
Any proposed changes to this Policy where indicated, shall be referred
to the Board for appropriate action.
BOARD APPROVAL
RECEIVED: [September 8, 2027] [TBC]
11.
APPENDIX
A
SPECIAL
RESTRICTION
ON
TRANSACTIONS
IN
COMPANY
SECURITIES
BY
SECTION 16 INSIDERS
PRE-CLEARANCE OF TRADES BY SECTION
16 INSIDERS
All
purchases,
sales
and
trades
of
equity
securities
of
the
Company
by
Section
16
Insiders,
other
than
transactions
pursuant to a Rule 10b5-1 trading plan approved by Compliance
Officer,
must be pre-cleared by the Compliance Officer.
The intent of
this requirement
is to prevent
inadvertent violations of
the Policy,
avoid trades involving
the appearance of
improper insider trading, facilitate
timely Form 4 reporting
and avoid transactions
that are subject to disgorgement
under
Section 16(b) of the Exchange Act.
Requests for
pre-clearance
must be
submitted
to the
Compliance Officer
at least
two (2)
business
days
in advance
of
each proposed
transaction.
All requests
should be
made in
writing and
sent to
the Compliance
Officer
via email.
If the
Section 16 Insider
submits the request
by email and
does not receive
a response from
the Compliance Officer
within 24
hours, the Section 16 Insider will be responsible for following
up to ensure that the message was received.
A request for pre-clearance should provide the following information:
The nature of proposed transaction and the expected
date of the transaction;
Number of shares involved;
If the transaction involves a stock option exercise, the
specific option to be exercised; and
Contact information for the broker who will execute the transaction.
Once the proposed transaction is pre-cleared, the
Section 16 Insider may proceed with
it on the approved terms, provided
that he or she complies with all other securities law requirements, such as Rule 144 and prohibitions regarding trading on
the basis of inside information,
and with any special trading
blackout imposed by the Company
prior to the completion
of
the trade.
The Section 16 Insider and his or her broker will be responsible for immediately reporting the results of the transaction as
further described below. In
addition, pre-clearance is required for the establishment of
a Rule 10b5-1 trading plan.
However,
pre-clearance
will not
be required
for individual
transactions
effected
pursuant to
a Rule
10b5-1
trading plan
that specifies or
establishes a formula
for determining the
dates, prices and
amounts of planned
trades once the
applicable
cooling-off
period
has
expired.
No
trades
may
be
made
under
an
approved
10b5-1
trading
plan
until
expiration
of
the
applicable
cooling-off
period.
Of
course,
the
results
of
transactions
effected
under
a
trading
plan
must
be
reported
immediately to the Company since they will be reportable
on Form 4 within two (2) business days following the
execution
of the trade, subject to an extension of not more than two (2) additional business days where the Section 16 Insider is not
immediately aware of the execution of the trade.
Notwithstanding the foregoing, any transactions
by the Compliance Officer
shall be subject to pre-clearance
by the Chief
Executive Officer or,
in the event of his unavailability,
the Chief Financial Officer.
DESIGNATED BROKERS
Each market transaction
in the Company’s
stock by
a Section 16
Insider,
or any person
whose trades
must be reported
by that
Section 16
Insider on
Form 4
(such as
a member
of the
Section 16
Insider’s immediate
family who
lives in
the
Section 16 Insider’s household), must be executed by a broker designated by the Company unless the Section 16 Insider
has received authorization from the Compliance Officer
to use a different broker.
A Section
16 Insider
and
any broker
that
handles the
Section 16
Insider’s transactions
in the
Company’s
stock
will be
required to enter into an agreement whereby:
The
Section
16
Insider
authorizes
the
broker
to
immediately
report
directly
to
the
Company
the
details
of
all
transactions
in
Company
equity
securities
executed
by
the
broker
in
the
Section
16
Insider’s
account
and
the
accounts of all others designated by the Section 16 Insider whose transactions may
be attributed to the Section 16
Insider;
The
broker
agrees
not
to
execute
any
transaction
for
the
Section
16
Insider
or any
of
the
foregoing
designated
persons (other than under a pre-approved Rule 10b5-1 trading plan) until the broker has verified with the Company
that the transaction has been pre-cleared; and
The broker agrees
to immediately report
the transaction
details (including
transactions under
Rule 10b5-1
trading
plans) directly to the Company and to the Section 16 Insider
by telephone and in writing (by email).
Should a
Section 16
Insider wish
to use
a broker
other than
one of
the Company’s
designated brokers,
the Section
16
Insider should submit a request to use that broker to the
Compliance Officer.
REPORTING OF TRANSACTIONS
Under Section 16 of
the Exchange Act, most
trades by Section
16 Insiders are subject
to reporting on Form
4 within two
(2) business days following the trade date
(which in the case of an open
market trade is the date when the
broker places
the buy or sell order, not the
date when the trade is settled).
To
facilitate timely reporting
under Section 16
of the Exchange
Act of Insider transactions
in Company stock,
Section 16
Insiders are required to:
report the
details of
each transaction
immediately after
it is
executed (on
the same
day as
the trade
date, or
with
respect to transactions effected under
a Rule 10b5-1 plan,
on the date
the Section 16 Insider
is advised of
the terms
of the transaction); and
arrange with persons whose trades must
be reported by the Section
16 Insider (such as immediate family
members
living in
the Section
16 Insider’s
household) to
immediately report
directly to
the Company
and to
the Section
16
Insider the details of any transactions they have in the Company’s
stock.
Transaction details to be reported include:
Transaction date (trade date);
Number of shares involved;
Price per share at which the transaction
was executed (before addition or deduction
of brokerage commission and
other transaction fees);
If the transaction was a stock option exercise, the specific
option exercised; and
Contact information for the broker who executed the transaction.
The transaction details must be reported
to the Compliance Officer or
designee, with copies to the Company
personnel
who will assist the Section 16 Insider in preparing his or her Form
4.
INDIVIDUAL ACCOUNT PLAN BLACKOUT
PERIODS
Certain trading
restrictions
apply during
a blackout
period
applicable to
any Company
individual account
plan in
which
participants may hold Company stock.
For the purpose of such
restrictions, a “blackout period” is a
period in which the plan
participants are temporarily restricted
from
making
trades
in
Company
stock.
During
any
blackout
period,
Section
16
Insiders
are
prohibited
from
trading
in
shares of
the Company’s
stock that
were acquired
in connection
with such
director’s
or officer's
service or
employment
with the Company.
Such trading restriction is required by law, and no hardship exemptions are available. The Company will notify Section 16
Insiders in the event of any blackout period.
EX-21 12 ex21.htm EX-21 ex21
Exhibit 21
SUBSIDIARIES OF REGISTRANT
The
following
is
a
list
of
subsidiaries
of
the
Company
as
of
June
30,
2026,
omitting
subsidiaries
which,
considered
in
the
aggregate, would not constitute a significant subsidiary.
NAME
WHERE ORGANIZED
Adumo Management Company Proprietary Limited
Republic of South Africa
Adumo Receipts Proprietary Limited
Republic of South Africa
Adumo RF Proprietary Limited
Republic of South Africa
Atom Operations Proprietary Limited
Republic of South Africa
Evertrade 187 Proprietary Limited
Republic of South Africa
Flickpay Proprietary Limited
Republic of South Africa
GAAP Botswana Pty Ltd
Republic of Botswana
GAAP Point of Sale East of Africa Ltd
Republic of Kenya
Humble Software Proprietary Limited
Republic of South Africa
K2021477132 (South Africa) Proprietary Limited
Republic of South Africa
Kwande Group Proprietary Limited
Republic of South Africa
Lesaka Alternative Digital Products Proprietary Limited
Republic of South Africa
Lesaka ATM
Proprietary Limited
Republic of South Africa
Lesaka Cash Devices Proprietary Limited
Republic of South Africa
Lesaka Capital Proprietary Limited
Republic of South Africa
Lesaka Cash Management Proprietary Limited
Republic of South Africa
Lesaka Cash Rentals Proprietary Limited
Republic of South Africa
Lesaka Digital Risk Proprietary Limited
Republic of South Africa
Lesaka Finance Holdings Proprietary Limited
Republic of South Africa
Lesaka Financial Services Proprietary Limited
Republic of South Africa
Lesaka Fuel Proprietary Limited
Republic of South Africa
Lesaka Fuel Software Proprietary Limited
Republic of South Africa
Lesaka Hospitality Proprietary Limited
Republic of South Africa
Lesaka Insights Proprietary Limited
Republic of South Africa
Lesaka Life Limited
Republic of South Africa
Lesaka Merchant Solutions Proprietary Limited
Republic of South Africa
Lesaka Merchant Solutions Botswana Proprietary Limited
Republic of Botswana
Lesaka Merchant Solutions Namibia (Proprietary) Limited
Republic of Namibia
Lesaka Merchant Technologies
Proprietary Limited
Republic of South Africa
Lesaka Merchant Technologies
Botswana Proprietary Limited
Republic of Botswana
Lesaka Merchant Technologies
Namibia (Proprietary) Limited
Republic of Namibia
Lesaka Mobile Solutions Proprietary Limited
Republic of South Africa
Lesaka Online Proprietary Limited
Republic of South Africa
Lesaka Online Namibia Proprietary Limited
Republic of Namibia
Lesaka Payouts Proprietary Limited
Republic of South Africa
Lesaka Payments Proprietary Limited
Republic of South Africa
Lesaka Payment Services Botswana Proprietary Limited
Republic of Botswana
Lesaka Technologies
Proprietary Limited
Republic of South Africa
Lesaka Transact Proprietary Limited
Republic of South Africa
Lesaka Universal Electronic Technological
Solutions
Proprietary Limited
Republic of South Africa
Lesaka Utilities Proprietary Limited
Republic of South Africa
Manje Mobile Electronic Payment Services Proprietary
Limited
Republic of South Africa
Mobilemart Proprietary Limited
Republic of South Africa
Net1 Applied Technologies
Netherlands BV
Netherlands
NUEP Holdings S.a.r.l.
Luxembourg
Prism Holdings Proprietary Limited
Republic of South Africa
SwitchPay Proprietary Limited
Republic of South Africa
SmartSwitch Netherlands Holdings BV
Netherlands
EX-23.1 13 ex231.htm EX-23.1 ex231
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We
consent
to
the
incorporation
by
reference
in
the
Registration
Statement
Nos.
333-268414,
333-208324,
333-126958,
333-
140042,
333-170395,
333-283476
and
333-295595
on
Form
S-8
and
in
the
Registration
Statement
Nos.
333-211968
and
333-
283473
on
Form
S-3
of
our
reports
dated
September
9,
2026,
with
respect
to
the
consolidated
financial
statements
of
Lesaka
Technologies, Inc.
and the effectiveness of internal control over financial reporting.
/s/ KPMG Inc
Johannesburg, Republic of South Africa
September 9, 2026
EX-31.1 14 ex311.htm EX-31.1 ex311
Exhibit 31.1
CERTIFICATION
OF PRINCIPAL
EXECUTIVE OFFICER
PURSUANT TO RULES 13A-14(A) AND 15D-14(A)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Ali Mazanderani,
certify that:
1.
I have reviewed this annual report on Form 10-K of Lesaka Technologies,
Inc. (“Lesaka”) for the year ended June 30, 2026;
2.
Based on
my knowledge,
this report
does not
contain any
untrue statement
of a
material fact
or omit
to state
a material
fact
necessary
to
make
the
statements
made,
in
light
of
the
circumstances
under
which
such
statements
were
made,
not
misleading
with respect to the period covered by this report;
3.
Based on my
knowledge, the financial
statements, and other
financial information
included in this
report, fairly present
in all
material respects the financial condition, results of
operations and cash flows of Lesaka as of,
and for, the periods
presented in this
report;
4.
Lesaka’s other
certifying officer and
I are responsible
for establishing and
maintaining disclosure controls
and procedures (as
defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined
in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for Lesaka and have:
(a)
Designed
such
disclosure
controls
and
procedures,
or
caused
such
disclosure
controls
and
procedures
to
be
designed under
our supervision,
to ensure
that material
information relating
to Lesaka,
including its
consolidated subsidiaries,
is
made known to us by others within those entities, particularly during the period
in which this report is being prepared;
(b) Designed
such internal
control over
financial reporting,
or caused
such internal
control over
financial reporting
to
be
designed
under
our
supervision,
to
provide
reasonable
assurance
regarding
the
reliability
of
financial
reporting
and
the
preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
(c)
Evaluated
the
effectiveness
of
Lesaka’s
disclosure
controls
and
procedures
and
presented
in
this
report
our
conclusions
about the
effectiveness
of the
disclosure
controls and
procedures,
as of
the end
of the
period covered
by this
report
based on such evaluation; and
(d)
Disclosed
in
this
report
any
change
in
Lesaka’s
internal
control
over
financial
reporting
that
occurred
during
Lesaka’s most recent fiscal quarter
(Lesaka’s fourth fiscal quarter
in the case of an annual report) that has materially affected,
or is
reasonably likely to materially affect, Lesaka’s
internal control over financial reporting; and
5.
Lesaka’s
other certifying
officer and
I have
disclosed, based
on our
most recent
evaluation of
internal control
over financial
reporting,
to
Lesaka’s
auditors
and
the
Audit
Committee
of
Lesaka’s
Board
of
Directors
(or
persons
performing
the
equivalent
functions):
(a)
All
significant
deficiencies
and
material
weaknesses
in
the
design
or
operation
of
internal
control
over
financial
reporting
which
are
reasonably
likely
to
adversely
affect
Lesaka’s
ability
to
record,
process,
summarize
and
report
financial
information; and
(b)
Any fraud,
whether or
not material,
that involves
management
or other
employees who
have a
significant role
in
Lesaka’s internal control over financial
reporting.
Date: September 9, 2026
/s/ Ali Mazanderani
Ali Mazanderani
Executive Chairman
EX-31.2 15 ex312.htm EX-31.2 ex312
Exhibit 31.2
CERTIFICATION
OF PRINCIPAL
FINANCIAL OFFICER
PURSUANT TO RULES 13A-14(A) AND 15D-14(A)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Dan Smith, certify that:
1.
I have reviewed this annual report on Form 10-K of Lesaka Technologies,
Inc. (“Lesaka”) for the year ended June 30, 2026;
2.
Based on
my knowledge,
this report
does not
contain any
untrue statement
of a
material fact
or omit
to state
a material
fact
necessary
to
make
the
statements
made,
in
light
of
the
circumstances
under
which
such
statements
were
made,
not
misleading
with respect to the period covered by this report;
3.
Based on my
knowledge, the financial
statements, and other
financial information
included in this
report, fairly present
in all
material respects the financial condition, results of
operations and cash flows of Lesaka as of,
and for, the periods
presented in this
report;
4.
Lesaka’s other
certifying officer and
I are responsible
for establishing and
maintaining disclosure controls
and procedures (as
defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined
in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for Lesaka and have:
(a)
Designed
such
disclosure
controls
and
procedures,
or
caused
such
disclosure
controls
and
procedures
to
be
designed under
our supervision,
to ensure
that material
information relating
to Lesaka,
including its
consolidated subsidiaries,
is
made known to us by others within those entities, particularly during the period
in which this report is being prepared;
(b) Designed
such internal
control over
financial reporting,
or caused
such internal
control over
financial reporting
to
be
designed
under
our
supervision,
to
provide
reasonable
assurance
regarding
the
reliability
of
financial
reporting
and
the
preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
(c)
Evaluated
the
effectiveness
of
Lesaka’s
disclosure
controls
and
procedures
and
presented
in
this
report
our
conclusions
about the
effectiveness
of the
disclosure
controls and
procedures,
as of
the end
of the
period covered
by this
report
based on such evaluation; and
(d)
Disclosed
in
this
report
any
change
in
Lesaka’s
internal
control
over
financial
reporting
that
occurred
during
Lesaka’s most recent fiscal quarter
(Lesaka’s fourth fiscal quarter
in the case of an annual report) that has materially
affected, or is
reasonably likely to materially affect, Lesaka’s
internal control over financial reporting; and
5.
Lesaka’s
other certifying
officer and
I have
disclosed, based
on our
most recent
evaluation of
internal control
over financial
reporting,
to
Lesaka’s
auditors
and
the
Audit
Committee
of
Lesaka’s
Board
of
Directors
(or
persons
performing
the
equivalent
functions):
(a)
All
significant
deficiencies
and
material
weaknesses
in
the
design
or
operation
of
internal
control
over
financial
reporting
which
are
reasonably
likely
to
adversely
affect
Lesaka’s
ability
to
record,
process,
summarize
and
report
financial
information; and
(b)
Any fraud,
whether or
not material,
that involves
management
or other
employees who
have a
significant role
in
Lesaka’s internal control over financial
reporting.
Date: September 9, 2026
/s/ Dan Smith
Dan Smith
Group Chief Financial Officer
EX-32 16 ex32.htm EX-32 ex32
Exhibit 32
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Lesaka Technologies,
Inc. (“Lesaka”) on Form 10-K for the year
ended June 30,
2026,
as filed
with
the Securities
and
Exchange
Commission
on
the date
hereof (the
“Report”),
Ali Mazanderani
and Dan
Smith,
Executive Chairman
and Group
Chief Financial
Officer,
respectively,
of Lesaka,
certify,
pursuant to
18 U.S.C. § 1350,
that to
their
knowledge:
1.
The
Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange
Act of
1934, as amended;
and
2.
The information contained in the Report fairly presents, in all material respects, the financial
condition and results
of operations of Lesaka.
Date: September 9, 2026
/ s/: Ali Mazanderani
Name: Ali Mazanderani
Executive Chairman
Date: September 9, 2026
/s/: Dan Smith
Name: Dan Smith
Group Chief Financial Officer
EX-97 17 ex97.htm EX-97 ex97
Exhibit 97
LESAKA TECHNOLOGIES,
INC.
the “Company”
COMPENSATION
CLAWBACK POLICY
CONTENTS
1.
PURPOSE
The Company has adopted
this Policy to comply
with Section 954 of
the Dodd-Frank Wall
Street Reform and Consumer
Protection Act of 2010, as codified by Section 10D of the Exchange Act, and Nasdaq Listing Rule 5608, which require the
recovery of certain forms
of executive compensation in the
case of accounting restatements resulting
from a material error
in
an
issuer’s
financial
statements
or
material
noncompliance
with
financial
reporting
requirements
under
the
federal
securities laws.
2.
ADMINISTRATION
This Policy shall be
administered by the Board
or, if so, designated by the
Board to the Remuneration
Committee, in which
case references herein to the Board shall be deemed
references to the Remuneration Committee.
3.
DEFINITIONS
For purposes of this Policy,
the following capitalized terms shall have the meanings
set forth below.
a.
Acknowledgement Form
” shall mean the acknowledgment form attached hereto as Annex
A.
(a)
Board
” shall mean the Board of Directors of the Company.
b.
Commission
” shall mean the U.S. Securities and Exchange Commission.
c.
Covered Executive
” shall
mean the
Company’s current
and former
executive officers,
and such
other employees
who may from time to
time be deemed subject
to this Policy by the
Board. For purposes of this
Policy, an
executive
officer means an officer as defined in
Rule 16a-1(f) under the Exchange Act.
d.
Erroneously Awarded
Compensation
” shall
mean, with
respect to
each Covered
Executive in
connection with
a
Restatement,
the
amount
of
Incentive-based
Compensation
that
exceeds
the
amount
of
Incentive-based
Compensation
that
would
have
been
received
by
the
Covered
Executive
had
it
been
determined
based
on
the
restated amounts, without regard to any taxes paid by
the Covered Executive.
e.
Exchange Act
” shall mean the Securities Exchange Act of 1934, as amended.
f.
Financial Reporting
Measures
” shall
mean measures
that are
determined and
presented in
accordance with
the
accounting
principles
used
in
preparing
the
Company’s
financial
statements,
and
any
measures
that
are
derived
wholly
or
in
part
from
such
measures.
Stock
price
and
total
shareholder
return
shall
also
constitute
“Financial
Reporting
Measures.”
A
Financial
Reporting
Measure
need
not
be
presented
within
the
Company’s
financial
statements or included in a filing with the Commission.
g.
Incentive-based Compensation
” shall mean any compensation that is granted,
earned, or vested based wholly or
in part
upon the
attainment
of a
Financial Reporting
Measure. Incentive
-based Compensation
shall be
deemed to
have been received
during the fiscal
period in which
the Financial Reporting
Measure specified in
the Incentive-based
Compensation award is attained, even if
such Incentive-based Compensation is paid or granted after
the end of such
fiscal
period.
For
the
avoidance
of
doubt,
Incentive-based
Compensation
does
not
include
annual
salary,
compensation awarded
based on
completion
of a
specified period
of service,
or compensation
awarded based
on
subjective standards, strategic measures, or operational measures.
h.
Nasdaq
” shall mean the Nasdaq Stock Market LLC.
i.
Policy
” shall mean this compensation clawback policy,
as may be amended or restated from time to time.
j.
Restatement
shall
mean
an
accounting
restatement
due
to
material
noncompliance
by
the
Company
with
any
financial reporting
requirement under
the federal
securities laws,
including any
required accounting
restatement to
correct an error
in previously issued financial
statements that is material
to the previously
issued financial statements,
or that would result
in a material misstatement
if the error were
corrected in the current
period or left uncorrected
in
the current period.
k.
Restatement Date
” shall
be the
earlier of
(i) the date
the Board, a
committee of the
Board, or
officer(s) are authorized
to take
such action if
Board action is
not required, concludes,
or reasonably should
have concluded,
that the
Company
is required
to prepare
a Restatement
or (ii)
the date
a court,
regulator,
or other
legally authorized
body directs
the
Company to prepare a Restatement.
4.
EFFECTIVE DATE
This Policy shall
be effective
as of the
date it is
adopted by the
Board and shall
apply to Incentive-based
Compensation
that is approved, awarded, or granted to Covered Executives on
or after that date.
5.
SCOPE
5.1.
This Policy applies to all Incentive-based Compensation
received by the Covered Executives
i.
after beginning service as an executive officer,
ii.
who
served
as
an
executive
officer
at
any
time
during
the
performance
period
for
such
Incentive-based
Compensation, and
iii.
during the three (3) completed fiscal years immediately
preceding a Restatement Date.
5.2.
In addition
to these
last three
(3) completed
fiscal years,
the Policy
applies to
any transition
period that
results
from a change in the
Company’s fiscal year within or immediately following those
three (3) completed fiscal years,
provided, however,
that a transition
period between
the last
day of
the Company’s
previous fiscal
year end
and
the first day
of its
new fiscal
year that comprises
a period of
nine (9)
to twelve
(12) months
would be
deemed a
completed fiscal year for
purposes of this Policy.
For the avoidance of
doubt, the Company’s obligation to
recover
Erroneously Awarded Compensation is not dependent
on if or when the restated financial statements are filed.
6.
RECOVERY
6.1.
In the event
the Company is
required to prepare
a Restatement, the
Company shall,
as promptly as
reasonably
possible, recover any Erroneously Awarded Compensation
received by a Covered Executive during the three (3)
completed fiscal years
immediately preceding
the Restatement Date.
For Incentive-based
Compensation based
on
stock
price
or
total
shareholder
return,
the
Board
shall
determine
the
amount
of
Erroneously
Awarded
Compensation
based
on
a
reasonable
estimate
of
the
effect
of
the
Restatement
on
the
stock
price
or
total
shareholder return upon
which the
Incentive-based Compensation was
received and the
Company shall
document
such reasonable estimate and provide such documentation
to Nasdaq.
6.2.
Subsequent
changes
in
a
Covered
Executive’s
employment
status,
including
retirement
or
termination
of
employment, do not
affect the Company’s rights to
recover Incentive-based Compensation pursuant to
this Policy.
6.3.
The Board
shall determine,
in its
sole discretion,
the method
of recovering
any Incentive-based
Compensation
pursuant to this Policy.
Such methods may include, but are not limited to:
i.
direct recovery by reimbursement;
ii.
set-off against future compensation;
iii.
forfeiture of equity awards;
iv.
set-off or cancelation against planned future awards;
v.
forfeiture
of
deferred
compensation
(subject
to
compliance
with
the
Internal
Revenue
Code
and
related
regulations); and/or
vi.
any other recovery action approved by the Board and permitted
under applicable law
.
7.
IMPRACTABILITY
The Board
shall recover
any Erroneously
Awarded
Compensation
in accordance
with this
Policy
unless such
recovery
would
be
impracticable,
as determined
by
the
Board
in
accordance
with
Rule
10D-1
under
the
Exchange
Act
and
the
listing standards of Nasdaq.
8.
NO INDEMNIFICATION
The
Company
shall
not
indemnify
any
current
or
former
Covered
Executive
against
the
loss
of
Erroneously
Awarded
Compensation, and shall not pay, or reimburse any Covered Executives,
for any insurance policy to fund
such executive’s
potential recovery obligations.
9.
ACKNOWLEDGEMENT
9.1.
Each Covered Executive shall sign and return to the Company,
within 30 calendar days following the later of
i.
the effective date of this Policy first set forth above
or
ii.
the date the individual becomes a Covered Executive,
the Acknowledgement Form,
pursuant to which
the Covered Executive agrees
to be bound
by, and to comply with,
the terms and conditions of this Policy.
10.
AMENDMENT AND INTERPRETATION
The Board may amend this Policy from time to time in its
discretion and shall amend this Policy as it deems necessary
to
reflect the regulations adopted by the Commission and to comply with any rules or standards adopted by Nasdaq or such
other national
securities
exchange
on which
the Company’s
securities
are then
listed. It
is intended
that this
Policy be
interpreted in a
manner that is
consistent with
the requirements
of Section 10D
of the Exchange
Act and any
applicable
rules
or
standards
adopted
by
the
Commission
and
Nasdaq,
or
such
other
national
securities
exchange
on
which
the
Company’s securities are then listed.
11.
OTHER RECOUPMENT RIGHTS
The Board may
require that any
employment agreement,
equity award agreement,
or similar agreement
entered into on
or after the effective date shall require a Covered Executive
to agree to abide by the terms of this Policy as a condition
to
the grant of
any benefit.
Any right of
recoupment under
this Policy is
in addition to,
and not in
lieu of, any
other rights
of
recoupment
or remedies
that
may be
available
to the
Company
pursuant
to
the terms
of any
employment
agreement,
equity award agreement, similar agreement, or policy
and any other legal remedies available to the Company.
12.
SUCCESORS
This
Policy
shall
be
binding
and
enforceable
against
all
Covered
Executives
and
their
administrators,
beneficiaries,
executors, heirs, or other legal representatives.
13.
GOVERNING LAW
This Policy shall be governed by and construed in accordance with the internal laws of the State of Florida, without giving
effect to any choice or conflict of law provision or
rule (whether of the State of Florida or any other jurisdiction).
14.
POLICY REVIEW
14.1.
THE POLICY IS SUBJECT TO REVISION
a.
The
Remuneration
Committee
of
the
Company
will
review
this
policy
annually
and
may
recommend
changes from time to time for the consideration of the
Board.
LESAKA BOARD APPROVAL
RECEIVED: SEPTEMBER 2024
ANNEXURE A: ACKNOWLEDGEMENT FORM
By signing below,
the undersigned
acknowledges and
confirms that the
undersigned has received
and reviewed
a copy
of the Lesaka Technologies,
Inc. (the “Company”)
Compensation Clawback
Policy (the “Policy”).
Capitalized terms used
but not defined
in this
Acknowledgement Form
(this “Acknowledgement
Form”) shall
have the
meanings set
forth in
the
Policy.
By
signing
this
Acknowledgement
Form,
the
undersigned
acknowledges
and
agrees
that
the
undersigned
is
and
will
continue to be subject to the Policy
and that the Policy will apply both
during and after the undersigned’s employment with
the Company.
Further,
by signing
below,
the undersigned
agrees to
abide by
the terms
of the
Policy,
including, without
limitation, by
returning
any Incentive
-based Compensation
subject
to recovery
under the
Policy to
the Company
to the
extent required by,
and in a manner consistent with, the Policy.
_____________________________
Signature
_____________________________
Print Name
_____________________________Date