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Acquisitions
3 Months Ended
Sep. 30, 2025
Acquisitions [Abstract]  
Acquisitions
2.
Acquisitions
Refer to Note 3 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the
year ended
June 30,
2025, for
additional information
regarding the
acquisition of
Recharger Proprietary
Limited (“Recharger”)
and
the proposed
acquisition of
Bank Zero
Mutual Bank
(“Bank Zero”)
(which transaction
remains conditional).
The Company
did not
close any acquisitions during the three months ended September 30, 2025.
2026 Proposed acquisitions of Bank Zero
On
June
26,
2025,
Lesaka
Technologies
Proprietary
Limited
(“Lesaka
SA”)
entered
into
a
Transaction
Implementation
Agreement (the
“Transaction
Implementation Agreement”)
with Zero
Research Proprietary
Limited (“Zero
Research”), Bank
Zero,
and other parties identified in Annexure
A to the Transaction Implementation
Agreement (being all of the shareholders of Bank
Zero
save
for
Zero
Research
and
Naught
Holdings
Ltd,
the
“Bank
Zero
Sellers”),
the
parties
listed
in
Annexure
B
to
the
Transaction
Implementation Agreement (being all
of the shareholders
of Zero Research
save for Naught
Holdings Ltd, the
“Zero Research Sellers”)
and Naught Holdings Ltd.
The
Company
incurred
transaction-related
expenditures
of $
0.1
million
during
the
three
months
ended
September
30,
2025,
related to the
proposed acquisition of
Bank Zero. The
Company’s
accruals presented in
Note 10 of
as September 30,
2025, includes
an accrual of
transaction related expenditures
of $
0.3
million and the
Company expects to
incur further transaction
costs of $
0.3
million
during the 2026 fiscal year.
2025 Acquisitions
On November 19,
2024, the Company,
through Lesaka SA,
entered into a
Sale of Shares Agreement
(the “Recharger Purchase
Agreement”) with
Imtiaz Dhooma
(Recharger’s
former chief
executive officer)
and Ninety
Nine Proprietary
Limited (“the
Seller”).
Pursuant to
the Recharger
Purchase Agreement
and subject to
its terms and
conditions, Lesaka
SA agreed to
acquire, and
the Seller
agreed to sell, all of the outstanding equity interests in Recharger.
The transaction closed on March 3, 2025.
2.
Acquisitions (continued)
2025 Acquisitions (continued)
The
Company
completed
the
purchase
price
allocation
related
to
the
Recharger
acquisition
during
the
three
months
ended
September 30, 2025. There were no changes to the preliminary purchase price allocation as of June 30, 2025. The final purchase
price
allocation of
the Recharger
acquisition, translated
at the
foreign exchange
rates applicable
on the
date of
acquisition, is
provided in
the table below:
Final purchase price allocation
Recharger
Cash and cash equivalents
$
1,720
Accounts receivable
17
Inventory
194
Property, plant and equipment
39
Operating lease right of use asset
401
Goodwill
3,614
Intangible assets
16,171
Deferred income taxes assets
81
Accounts payable
(149)
Other payables
(1,439)
Operating lease liability - current
(185)
Income taxes payable
(4)
Deferred income taxes liabilities
(4,366)
Operating lease liability - long-term
(269)
Fair value of assets and liabilities on acquisition
$
15,825
Transaction costs and certain compensation
costs
The Company did
no
t incur any transaction costs related to the Bank Zero acquisition during the three months ended September
30, 2024.
The table below
presents transaction costs
incurred related
to the acquisitions
of Adumo and
Recharger,
and the proposed
acquisition of Bank Zero during the three months ended September
30, 2025 and 2024:
Three months ended
September 30,
2025
2024
Bank Zero transaction costs
$
82
$
-
Adumo transaction costs
-
1,702
Recharger transaction costs
(1)
12
28
Total
$
94
$
1,730
(1)
Recharger
transactions
costs for
the
three
months
ended
September
30,
2024,
of
$
0.03
million
have
been
allocated
from
Selling, general
and administration
to Transaction
costs related
to Adumo,
Recharger
and Bank
Zero acquisitions
in the
unaudited
c
ondensed consolidated statement of operations for the three months
ended September 30, 2024.