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Borrowings | 12 Months Ended
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Jun. 30, 2025
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”). Certain of the Company’s borrowings reference JIBAR as a base interest rate. ZARONIA reflects the interest rate at which rand-denominated overnight wholesale funds are obtained by commercial banks. There is uncertainty surrounding the timing and manner in which the transition would occur and how this would affect our borrowings. The Company is in regular contact with its lenders and will update existing borrowing agreements to the new base rate when ZARONIA is adopted by the financial industry and lenders as the new reference rate. South Africa The amounts below have been translated at exchange rates applicable as of the dates specified. The JIBAR, an average of 3- month negotiable certificates of deposit (“NCD”) rates, on June 30, 2025, was 7.29 %. The prime rate, the benchmark rate at which private sector banks lend to the public in South Africa, on June 30, 2025, was 10.75 %, and reduced to 10.50 % on July 31, 2025, following a 0.25 % reduction in the South African repo rate, the rate at which the SARB lends money to commercial banks. 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 700.9 million ($ 39.5 million) (the “GBF”, and collectively with Facility A, Facility B and Senior RCF, the “Facilities”), which are described in more detail 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. The Common Terms Agreement (“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. The CTA provides that if any subsidiary of the Company receives proceeds from the disposal of shares in/claims against, or assets of MobiKwik, it would offer to prepay the certain specified loans/facilities and loan outstandings to the Lenders (as contemplated in the CTA). Lesaka SA paid non-refundable debt structuring fees of ZAR 10.0 million ($ 0.5 million) to the Lenders on February 27, 2025. 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 Cash Connect Management Solutions Proprietary Limited’s (“CCMS”) 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 CCMS’ 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. Facility B is required to be repaid in four annual installments, as follows: (i) ZAR 150 million ($ 8.4 million) on February 28, 2026; (ii) ZAR 200 million ($ 11.3 million) on February 28, 2027; (iii) ZAR 300 million ($ 16.9 million) on February 28, 2028; and (iv) R 350 million ($ 19.7 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. 12. BORROWINGS (continued) South Africa (continued) Facilities obtained in February 2025 (continued) Long-term borrowings – Facility A and Facility B Agreements (continued) 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 made 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 700.9 million 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, 2025, the Company had utilized ZAR 434.5 million ($ 24.5 million) of this facility. The GBF was available for utilization from February 28, 2025, and is subject to annual review by RMB. 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 GBF Agreement also provides Lesaka SA and certain of its subsidiaries with other facilities in an aggregate of ZAR 100.7 million ($ 5.7 million), which indirect, short-term direct and contingent facilities, including bank guarantee, forward exchange contract, credit card and settlement facilities. As of June 30, 2025, the aggregate amount of the Company’s short-term South African other credit facility with RMB was ZAR 100.7 million ($ 5.7 million). As of June 30, 2025, 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). Wesbank Facilities The Company, through certain of its South African subsidiaries, has an asset-backed facility of ZAR 227.0 million ($ 11.3 million) of which ZAR 127.5 million ($ 7.2 million) has been utilized. Refinanced CCC Loan Document, comprising long-term borrowings On November 29, 2022, the Company, through its indirect South African subsidiary Cash Connect Capital (Pty) Ltd (“CCC”), entered into a Revolving Credit Facility Agreement (the “Refinanced CCC Loan Document”) with RMB and other Company subsidiaries within the Connect Group of companies listed therein, as guarantors. The transaction closed on December 1, 2022. The Refinanced CCC Loan Document was scheduled to be repaid in full on November 2024, but this has been extended to September 30, 2025. On September 5, 2025, the Company, through its indirect South African subsidiaries CCC and K2020 Connect (Pty) Ltd, entered into a new Revolving Credit Facility Agreement (“CCC Loan Document”) which replaced the Refinanced CCC Loan Document and increased the amount available from ZAR 300 million to ZAR 400 million (of which ZAR 299.9 million has been utilized as of June 30, 2025). The refinancing closed on September 8, 2025. The utilized portion of the Refinanced CCC Loan Document has been presented in long-term borrowings in the consolidated balance sheet as of June 30, 2025, because the Company has demonstrated that it has the intent and ability to consummate the refinancing prior to the issuance of these consolidated financial statements. The terms of the CCC Loan Document are readily determinable, the agreement does not expire in the next 12 months and there is no violation of any provision to the CCC Loan Document. Both the Refinanced CCC Loan Document and the CCC Loan Document contain customary covenants that require CCC and K2020 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 CCC Loan Document, CCC and K2020 collectively may borrow up to an aggregate of ZAR 400.0 million for the sole purposes of funding CCC’s and K2020’s lending business, settling up to ZAR 20.0 million related to an intercompany loan to CCC’s direct parent, and paying structuring and execution fee and legal costs. 12. BORROWINGS (continued) South Africa (continued) Refinanced CCC Loan Document, comprising long-term borrowings (continued) Pursuant to the Refinanced CCC Loan Document, CCC was permitted to borrow up to an aggregate of ZAR 300.0 million for the sole purposes of funding CCC’s lending business, providing a limited recourse loan to K2020, settling up to ZAR 35.0 million related to an intercompany loan to CCC’s direct parent, and paying the structuring and execution fee and legal costs. Interest on the Refinanced CCC Loan Document was, and under the CCC Loan Document is, payable on the last business day of each calendar month. The Company paid a non-refundable structuring and execution fee of ZAR 1.7 million, or $ 0.1 million, including value added taxation, to RMB on closing in November 2022. 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 CCC 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, 2025 and June 30, 2024, 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, 2024: 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 entered into on February 27, 2025, 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 provided 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 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. 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. 12. BORROWINGS (continued) South Africa (continued) Cancelled RMB Facilities, as amended, comprising a short-term facility (Facility E) and long-term borrowings (all repaid) (continued) Short-term facility - Facility E The available amount under Facility E was ZAR 0.9 billion ($ 49.5 million, translated at exchange rates applicable as of June 30, 2024). 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. As at June 30, 2024, the Company had utilized approximately ZAR 0.1 billion ($ 6.7 million) of this overdraft facility. 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. 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. 12. BORROWINGS (continued) South Africa (continued) Cancelled Connect Facilities, comprising long-term borrowings and a short-term facility (all repaid) (continued) 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. RMB facility, comprising indirect facilities The Company had a short-term South African indirect credit facility with RMB under its cancelled lending facilities of ZAR 135.0 million ($ 7.4 million), which included facilities for guarantees, letters of credit and forward exchange contracts. As of June 30, 2024, the Company had utilized ZAR 33.1 million ($ 1.8 million), of these facilities to enable the bank to issue guarantees, letters of credit and forward exchange contracts (refer to Note 22). 12. BORROWINGS (continued) Movement in short-term credit facilities Summarized below are the Company’s short-term facilities as of June 30, 2025, and the movement in the Company’s short-term facilities from as of June 30, 2024 to as of June 30, 2025: RMB RMB Nedbank RMB RMB RMB GBF Other Facilities Connect Bridge Facility E Total Short-term facilities available as of June 30, 2025 $ 39,475 $ 5,672 $ 8,817 $ - $ - $ - $ 53,964 Overdraft 39,475 - - - - - 39,475 Indirect and derivative facilities - 5,672 8,817 - - - 14,489 Movement in utilized overdraft facilities: Balance as of June 30, 2023 - - - 9,025 - 23,021 32,046 Utilized - - - 2 - 182,988 182,990 Repaid - - - (2) - (199,640) (199,642) Foreign currency adjustment (1) - - - 326 - 368 694 Balance as of June 30, 2024 - - - 9,351 - 6,737 16,088 Restricted as to use for ATM funding only - - - - - 6,737 6,737 No restrictions as to use - - - 9,351 - - 9,351 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 Interest rate as of June 30, 2025 (%) (2) 10.25 Interest rate as of June 30, 2024 (%) (3) 11.65 11.75 Movement in utilized indirect and derivative facilities: Balance as of June 30, 2023 - 1,757 112 - - - 1,869 Foreign currency adjustment (1) - 64 4 - - - 68 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 (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 %. (3) Facility E interest set at prime and the Connect facility at prime less 0.10 %. 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, 2025 and 2024, was $ 4.2 million and $ 4.1 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, 2024, to as of June 30, 2025: Facilities Lesaka A Lesaka B Asset backed CCC (6) Lesaka G & H Connect A&B Total Opening balance as of June 30, 2023 $ - $ - $ 7,915 $ 11,802 $ 48,965 $ 64,436 $ 133,118 Facilities utilized - - 4,368 2,915 16,445 - 23,728 Facilities repaid - - (4,205) (3,353) (12,515) - (20,073) Non-refundable fees paid - - - - - - - Non-refundable fees amortized - - - 48 351 48 447 Capitalized interest - - - - 7,214 - 7,214 Capitalized interest repaid - - - - (6,109) - (6,109) Foreign currency adjustment (1) - - 301 429 1,800 2,331 4,861 Included in current - - 3,878 11,841 - - 15,719 Included in long-term - - 4,501 - 56,151 66,815 127,467 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 Closing balance as of June 30, 2025 120,375 56,321 7,179 16,894 - - 200,769 Included in current - 8,448 3,508 - - - 11,956 Included in long-term 120,375 47,873 3,671 16,894 - - 188,813 Unamortized fees (1,038) - - - - - (1,038) Due within 2 years - 11,265 2,269 - - - 13,534 Due within 3 years - 16,896 1,015 - - - 17,911 Due within 4 years 121,413 19,712 379 16,894 - - 158,398 Due within 5 years $ - $ - $ 8 $ - $ - $ - $ 8 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 (2) (3) (4) (5) Interest rates as of June 30, 2024 (%): - - 12.50 12.70 13.10 12.10 Base rate (%) - - 11.75 11.75 8.35 8.35 Margin (%) - - 0.75 0.95 4.75 3.75 Footnote number (4) (5) (7)(8)(9) (10) (1) Represents the effects of the fluctuations between the ZAR and the U.S. dollar. (2) Interest on Facility A and Facility B is 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, the margin on Facility A will be 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) 2.5 %, if the Net Debt to EBITDA Ratio is less than 2.5 times. (3) Interest on Facility B is 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, the margin on Facility B will be 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) 2.4 %, if the Net Debt to EBITDA Ratio is less than 2.5 times. 12. BORROWINGS (continued) Movement in long-term borrowings (continued) (4) Interest is charged at prime plus 0.75 % per annum on the utilized balance. (5) Interest is charged at prime plus 0.95 % per annum on the utilized balance. (6) Amounts presented as of June 30, 2024, have been revised, refer to Note 1 for additional information. The amount as of June 30, 2024, was incorrectly classified as long-term borrowings, instead of as current portion of long-term borrowings. (7) Prior to the amendment in March 2023, interest on Facility G was calculated based on the 3-month JIBAR in effect from time to time plus a margin of (i) 3.00 % per annum until January 13, 2023; and then (ii) from January 14, 2023, (x) 2.50 % per annum if the Facility G balance outstanding is less than or equal to ZAR 250.0 million, or (y) 3.00 % per annum if the Facility G balance is between ZAR 250.0 million to ZAR 450.0 million, or (z) 3.50 % per annum if the Facility G balance is greater than ZAR 450.0 million. The interest rate shall increase by a further 2.00 % per annum in the event of default (as defined in the Loan Documents). (8) Prior to the amendment in March 2023, interest on Facility H is calculated based on JIBAR in effect from time to time plus a margin of 2.00 % per annum which increases by a further 2.00 % per annum in the event of default (as defined in the Loan Documents). (9) Interest on Facility G and Facility H was calculated based on the 3-month JIBAR in effect from time to time plus a margin of, from January 1, 2023 to September 30, 2023: (i) 5.50 % for as long as the aggregate balance under the Facilities is greater than ZAR 800 million; (ii) 4.25 % if the aggregate balance under the Facilities is equal to or less than ZAR 800 million, but greater than ZAR 350 million; or (iii) 2.50 % if the aggregate balance under the Facilities is less than ZAR 350 million. From October 1, 2023, interest is calculated as described above. (10) Interest on Facility A and Facility B is calculated based on JIBAR plus a margin, of 3.75 %, in effect from time to time. 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, 2025, 2024 and 2023, was $ 16.9 million, $ 16.1 million and $ 13.1 million, respectively. Prepaid facility fees amortized included in interest expense during the years ended June 30, 2025, 2024 and 2023, was $ 0.4 million, $ 0.4 million and $ 0.8 million, respectively. Interest expense incurred under the Company’s CCC facility relates to borrowings utilized to fund a portion of the Company’s merchant finance loans receivable and interest expense of $ 2.9 million, $ 1.4 million, and $ 1.4 million is included in the caption cost of goods sold, IT processing, servicing and support on the consolidated statement of operations for the years ended June 30, 2025, 2024 and 2023, 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.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481544/470-10-50-6 Reference 2: 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