v3.26.1
Borrowings
12 Months Ended
Jun. 30, 2026
Borrowings [Abstract]  
Borrowings
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.
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.
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.
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.
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.
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.
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.
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.