v3.25.4
Acquisitions And Dispositions
 6 Months Ended
Dec. 31, 2025
Acquisitions And Dispositions [Abstract]  
Acquisitions And Dispositions
2.
Acquisitions
and Dispositions
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 cash paid,
net of cash
received related
to the Company’s
acquisitions during
the six months
ended December
31, 2025,
is
summarized in the table below:
Total
Total cash paid
$
350
Less: cash acquired
5
Total cash paid, net
of cash received
$
345
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 $
0.04
million and $
0.1
million during the three and six months ended
December 31, 2025, respectively,
related to the proposed acquisition of
Bank Zero. The Company’s
accruals presented in Note 10 of
as December 31,
2025, includes an
accrual of transaction related
expenditures of $
0.3
million and the
Company expects to
incur further
transaction costs of $
0.2
million during the 2026 fiscal year.
2026 Acquisitions
On November
10, 2025,
the Company,
through its
wholly
owned
subsidiary,
Prism Holdings
Proprietary
Limited
(“Prism”),
entered
into
a
Sale
of
Shares
Agreement
(the
“Atom
Purchase
Agreement”)
with
Gravaton
Investments
Proprietary
Limited
(“Gravaton”) and Atom Operations Proprietary Limited (“Atom”). Pursuant to the Atom Purchase Agreement and subject to its terms
and conditions, Prism agreed to
acquire, and Gravaton agreed
to sell, all of
the outstanding equity interests
in Atom for a
total purchase
consideration of
$
0.7
million which comprised
of $
0.4
million (ZAR
6.0
million, translated at
December 1, 2025
exchange rates)
in
cash and
76,716
shares of the Company’s
shares of common stock (which
had an aggregate value
of $
0.3
million (
76,716
multiplied
by
$
3.95
)
on closing).
The transaction
closed
on December
1, 2025.
The Company
did not
incur
any
significant
transaction
costs
related to this acquisition.
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 and Dispositions (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 Recharger
preliminary purchase
price allocation
as of
June 30,
2025. The
final
purchase
price
allocation
related
to
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 not
incur any
transaction costs
related to
the Bank
Zero acquisition
during the
three and
six months
ended
December 31, 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 and six months
ended December 31, 2025 and 2024:
Three months ended
December 31,
Six months ended
December 31,
2025
2024
2025
2024
Bank Zero transaction costs
$
44
$
-
$
126
$
-
Adumo transaction costs
3
-
3
1,702
Recharger transaction costs
(1)
-
222
12
250
Total
$
47
$
222
$
141
$
1,952
(1)
Recharger
transactions
costs for
the three
and
six months
ended
December 31,
2024, of
$
0.22
million and
$
0.25
million,
respectively, have been allocated from Selling, general and administration to
Transaction costs related to Adumo, Recharger and Bank
Zero
acquisitions
in the
unaudited condensed
consolidated
statement operations
for
the three
and
six months
ended December
31,
2025.
Pro forma results related
to acquisitions
Pro forma results of operations have not been presented for the
acquisition of Atom because the effect of this acquisition was not
material to the Company.
Since the closing of these
acquisitions, Atom has contributed
revenue and net income of
$
0.05
million and
$
(0.01)
million, respectively, for the six
months ended December 31, 2025.
2.
Acquisitions and Dispositions (continued)
Dispositions
2026
Dispositions
December 2025 disposal of Humble
On
December
1,
2025,
Adumo
(RF)
Proprietary
Limited,
a wholly
-owned
subsidiary
of the
Company,
disposed
of its
entire
investment in
Humble Software
Proprietary Limited
(“Humble”) and
received
306,767
shares of
the Company’s
common stock
as
consideration. The fair value of these
306,767
shares of the Company’s common stock on December 1, 2025, was $
1.2
million. These
shares have
been included in
the Company’s
treasury shares.
The table below
presents the impact
of the deconsolidation
of Humble
and the calculation of the net loss recognized on deconsolidation:
Deconsolidation of Humble
Humble
Fair value of consideration received
$
1,211
Add carrying value of noncontrolling interest on deconsolidation
47
Less: carrying value of Humble, comprising
1,988
Cash and cash equivalents
162
Accounts receivable, net
26
Inventory
10
Property, plant and equipment,
net
1
Goodwill
1,515
Intangible assets, net
63
Deferred income taxes assets
300
Accounts payable
(4)
Other payables
(58)
Income taxes payable
(1)
Released from accumulated other comprehensive income – foreign
currency translation reserve
(26)
Loss recognized on disposal, before transaction costs
(730)
Loss recognized on disposal, before tax
(730)
Taxes related to gain
recognized on disposal
-
Tax benefit related
to loss recognized on disposal
(1)
-
Release of valuation allowance
(1)
-
Loss recognized on disposal, after tax
$
(730)
(1)The Company incurred a capital loss of $
0.04
million. The Company recorded a valuation allowance of $
0.04
million related
to the capital loss generated.