v3.26.1
Income Taxes
12 Months Ended
Jun. 30, 2026
Income Taxes [Abstract]  
Income Taxes
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.
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.
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
%
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.
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.
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.
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.