v3.26.1
Significant Accounting Policies
12 Months Ended
Jun. 30, 2026
Significant Accounting Policies [Abstract]  
Significant Accounting Policies
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.