Aimee McNamara
Good afternoon, everyone, and thank you for joining us for Oraxi's annual results presentation for FY 2026. I'm Aimee McNamara.
On behalf of our chairman, Michael Pimstein, our CEO, Brad Sacks, and our Chief Financial and Value Enhancement Officer, Sjoerd Douwenga, we thank you for joining us. It has been a significant year for the group.
As many of you will know, this is our first full-year results presentation under the Oraxi name, following the group's rebrand from Capital Appreciation in 2025. The year reflected a combination of disciplined execution, meaningful strategic progress, and important change, including the recent conclusion of the Pay@ acquisition, which we believe adds exciting growth potential to the group going forward.
Before we start, I would like to remind everyone of the customary safe harbour statement, which will be included at the end of the presentation. Additionally, please remember to add your questions to the chat as we go through the presentation, and we'll address once concluded.
With that, I will hand you over to Brad Sacks, who will take you through the group's FY 2026 performance, strategic progress, and outlook. Brad will then be followed by Sjoerd Douwenga, who will provide more detailed overview of the group's financial performance and key metrics for the year.
With that, Brad, I hand over to you.
Brad Sacks
Aimee, thank you very much. Welcome to everybody, all of our shareholders and those who are following us.
I would also particularly like to welcome members of the Pay@ team who join us for the first time as employees of the Oraxi Group. We're delighted to have them on board.
We had a fantastic two-day session over this past weekend. We look forward to the things that we can do together going forward.
The outline of the presentation is going to follow a similar theme to what we've done in the past. Sjoerd will run us through the financial performance.
We have a lot of stuff to get through, I will talk quickly, and we will open up for Q&A at the end. You can see the evolution of the group with the addition of Pay@.
We have taken the the software division and consolidated the Responsive business into Synthesis, so that is no longer reflected separately. The group and the people are still within the ambit of Oraxi and still delivering value, and we're delighted with that outcome.
Our investment case continues as we have said in the past. We have a very strong foundation on which to grow.
We have done most of that organically and most recently with a large acquisition. The sectors in which we operate have very solid, strong growth characteristics, which give us a tailwind for what we're doing.
The market opportunity that we're focused on is increasing. We are looking at international markets.
In terms of headroom and and growth, we think that the opportunity is large. In terms of our relationships and our credibility, we have a a good grouping of blue-chip clients who recognize the value that we deliver and continue to support us.
We believe that we add value, and we think through value delivery, we will continue to expand those relationships. Behind the organization is a highly talented pool of people, and it is through their their dedication that we're able to deliver what we do.
The business that we have are scaled in in size, and that's through demonstrated leadership, and is it speaks to the track record that we have. As an organization in a dynamic space, we are very focused on ongoing investment, and we invest in our future, and we don't shirk from that.
We're not running these businesses to milk them for cash flow in the short term. We continue to invest in our growth going forward.
The acquisition of Pay@ presents a fantastic platform for us to expand and deliver some of the resident value that we have within our software team to help expand and enhance that business. We look forward to what we can do there together.
The businesses are cash-generative. The way that our business models are resilient to economic cycles, and we have a substantial amount of recurring revenue, which helps us with some predictability.
Notwithstanding the R800 million of debt that we just borrowed to execute on the Pay@ transaction, we continue to have a healthy balance sheet, which positions us well for growth going forward, both by way of organic and acquisitive opportunities. The last year has been a very busy year for us, and it has been in a tough market.
We have made some progress against strategic priorities and operationally. From a strategic perspective, as Aimee Amy identified, we did change our name to Oraxi.
This rebranding, we think, has gone exceptionally well. Not only has it been embraced by the market and our clients, but it has galvanized all of our different unit business units under a single purpose.
We have a philosophy of Oraxi first, and we are very pleased with that outcome. The acquisition of Pay@ was a long process.
It was a complicated transaction. It had multiple parties, but we are delighted that it became effective Friday a week ago.
We have already had strategic sessions on how we are going to leverage the respective skills in the businesses. These results do not reflect any contribution from the Pay@ team, although we have given a set of pro formas to demonstrate what the effect would have been had we owned Pay@ for the full year.
From an operational perspective, our execution strategy in payments continues and has and is proceeding well. It hasn't changed since we started.
We have a strong pipeline. We are developing new opportunities.
The Halo Dot implementation is proceeding exceptionally well. We will talk about that a little bit later, but we anticipate being in a position to start revealing some of the revenue that the Halo Dot initiative is generating in this fiscal year FY 2027.
In the software division, you know that we undertook a restructuring. Those those initiatives have yielded cost savings at a run rate of about R40 million on an annualized basis.
The It was implemented during this period, and we have also implemented a a revitalization of our sales initiative, which has given rise to some really good momentum in H2 of '26, which we'll talk about. Across the group, we have been maniacally focused on cost management, and that is across all elements, and we continue with our commitment to B-BBEE.
All of our efforts have been recognized by various organizations, and we have achieved some really pleasing awards. News24 Statista recognized us as one of South Africa's fastest growing companies.
The Financial Times recognized us in that capacity across Africa. We have achieved certain designations and accomplishments within the AWS universe.
Intelligent ICT have given us the Intelligent Software Vendor Award for 2026. Digicloud Google Africa, Rising Star of the Year for 2025, and MyBroadband for 2026 has recognized us as one of the most trusted software development companies.
I have gone through those each deliberately because they are real accomplishments, and that doesn't help happen without focus, dedication, and commitment, and I want to make sure we recognize that and the teams responsible for that effort. We are introducing a concept of underlying earnings and underlying metrics for purposes of these results.
The reasons that we are doing that is to provide investors and users of our financial statements with a more acute appreciation of the actual operational performance of our businesses and the year-on-year comparison across those businesses. There are a number of events that we have made the adjustments for this year.
The most the most notable ones are on the right-hand side. We have a an obligation to fair value gains and losses of our investment in affiliates.
Those reflect the appreciation in those underlying businesses, but they are not operational, we've adjusted for those. In this period, we had to absorb some costs associated with the Pay@ acquisition.
We Those are one-off costs. They are non-operational, and so we have reversed those out.
It's important to remember that none of the Pay@ financials and its performance are reflected in these results. In software, we had a restructuring charge, which we needed to recognize for the initiatives which we undertook.
That, too, was a one-off charge, about R10 million, which has given rise to significant run rate savings, as I indicated. We also had a multi-year contract in software last year, which has made year-on-year comparisons difficult to understand, and so we have normalized for that to be able to demonstrate what a run rate performance looks like.
In payments, we made one adjustment. We do lease terminals, as you understand, and the interest income that we get on those lease payments have been characterized as income, as opposed to just interest, and therefore included within EBITDA.
It's important to note that in these financial in this financial period, we had a large terminal order, which we weren't able to fully execute upon because of some delivery delays. Those have ran over year-end, so as a result of cut-off, they are not included in FY 2026 results, but will be included in FY 2027.
Those terminals have already been delivered and invoiced, and I think we probably get paid next week for them. Overall, those are the adjustments that we've made.
What we are going to do for purposes of most of the comparisons, we're going to focus on the underlying data, as opposed to focusing on the as-reported, because the as-reported are distorted by those items that I just went through. In terms of in terms of highlights, cash flow from operations was at R260 million, which is up 25% on last year.
Cash is not adjusted for. It is it is an actual number.
We look at what's in the bank account. It's very easy to to administer and adjudicate.
That, to us, is a good reflection of the health of our business. The terminals in the hands of clients, our terminal estate, has increased by just under 5.5%.
We are now just under 450,000 units, with an expectation that in the not-too-distant future, we will be at half a million units in the field. The recurring payments license fee, which is a measure of our scale and the focus that we have on payments software, is up by more than 31%.
That is that is, for us, a really good measure of the performance of the payments business. To demonstrate the success that we've had in executing on our software restructuring, the increase in the underlying EBITDA in our software division ended up at the end of the year up 77%.
That, to us, is an indication of good top-line growth, focus of our team on clients and delivery, and expense management. Congratulations to all of them.
We have had the material reduction in operating expenses, as we had indicated. We've got good sales momentum as we exit FY 2026 into '27.
We have a number of key client wins, many of them giving rise to multi-year agreements. We are much more effective with the capacity that we have and getting a higher utilization of our team.
Overall, we've got encouraging performance. Our earnings per share on an underlying basis are up 10%.
This is in contrast to the reported basis, which is down 18%. Dividends, we have a dividend of 7.5 cents for the second half of the year, which takes us to dividends of 12 cents for the full year.
We had R327 million of cash on the balance sheet at year-end. R200 million of that we have used to pay part of the purchase consideration in connection with Pay@.
Here is an analysis of the underlying headline earnings per share. We've got the reported revenue.
You can see that there was a decrease. We've made some adjustments for the underlying revenue to adjust for the the software contracts.
Overall, the underlying revenue was down 3.6%. With the adjustments that I spoke about, EBITDA the adjusted underlying EBITDA is up 5.9%, with underlying headline earnings per share up by 10.1%.
We think that this is a much better indication of the health of the business, what we are doing from an operational perspective. The operational success we've had in this year is much better explained by these numbers than by the as-reported numbers.
I will leave it at that, and Sjoerd will be able to give more detail, should there be a need to do so. Again, looking primarily at the underlying metrics, which are the ones that are designated by yellow, revenue was down slightly.
EBITDA was was up at R283 million. Our EBITDA margin has increased.
That's primarily a result of the mix of service and the better efficiency that we're getting out of the software division. Cash flow from operations was just under R260 million, up 25%, which we're very pleased with.
Thematically, what is happening in our sector is there are a number of big trends that are affecting our customers. There are regulatory changes.
There are new providers who are entering the market, which is creating new competitive pressures on the incumbent financial service providers. The announcement of the bank by Pep, Revolut coming into the country starts to make South African banks recognize that they may, from a technological perspective, be behind the curve, and they need to invest in their infrastructure and capability.
There is also a trend of convergence between telecommunications services and financial services. You have seen a number of the financial services companies offering a connectivity capability through an MVNO, a mobile virtual network operator, to their customers.
The one that has has drawn a lot of attention is the announcement by Capitec to its customers. They are not only providing subsidized handsets, they are also providing data packages.
Effectively, that's allowing everybody who is their customer to have their bank in their hand all the time. It is creating new challenges for some of the the existing incumbents.
There is also a a lot of modernization and new technologies which are being introduced. What this does, it provides opportunity for the Oraxi group of companies to work with the new entrants, which grows opportunity, and to work with the incumbents to help them modernize to become more effective.
We think it's a a very dynamic and fertile ground for us as an organization. I have taken a slide out of the Capitec investor present- oh, no, sorry, this one wasn't from Capitec.
This was a LinkedIn posting from by Gareth Velenkohn, which I thought was really interesting, looking at the primary source of income of some of South Africa's larger banks. What was very telling to me is that the non-interest related revenue is a much larger portion of banks that are more technologically forward-leaning.
Capitec is probably the prototypical example of that. I thought it is an interesting way of thinking about what a modern technology stack does for a financial services provider.
It's not only providing traditional financial services, but is creating an ecosystem for their customers and clients within to within which to operate. Another slide that was taken out of the Capitec presentation, which is to demonstrate that there is continued movement towards digital currency, is the is the growth of payments.
Half of all payments are non-cash, which is up 23%, and cash is up only 10%. Cash is not going away, but digital payments continue to grow.
It speaks well of the opportunity for the Oraxi group of companies. In terms of the strategy that we have for our payments division, this this set of of bullet points hasn't changed over the course of the last few presentations.
It is serving us well. The team is executing against it.
The 2 and 3G migration looks to be a little bit delayed, but it will continue and will present further opportunity for us to to expand. We had previously told you about a our micro-POS solution, which is a business in a box, effectively, for smaller merchants.
We have had over 90,000 downloads of the micro-POS solution onto onto customer terminals. We think that's a a really interesting demonstration of the need and demand for good solutions at point of sale, particularly in the SME and micro-merchant environment.
Now we turn to Halo Dot. If you look at the map, you can see what looks like a world with chickenpox.
We are growing dramatically in the number of installations, implementations, and deployments across the world. This is a true example of the power of software, where you are not geographically constrained in any way.
We are hopeful that we will actually get some customer announcements over the course of the next few months. You can see that we are virtually on every continent.
We're not in Australia, but we're in Asia, we're in the Caribbean, we're in Europe, we're in the Middle East, across Africa, South America, and North America. It is a it is also a a testament to the flexibility of the of the application of the SoftPOS technology within the Halo Dot environment.
What we what we did is we started, obviously, on the Android platform, as you have heard us talk about in the past. We have been recognized as a gateway service provider for Apple.
I will shortly talk about the deployment of that in South Africa. We are moving towards being operating system agnostic, and we look forward to introducing other iterations of the Halo solution, which will help us expand our our presence globally.
Tap to Pay on iPhone was something that was announced with much fanfare about two weeks ago. It is the first deployment of Tap to Pay on iPhones in South Africa.
It is a solution that Halo Dot, through its MSP relationship with- or GSP relationship with Apple was able to facilitate. Paycorp is the identified acquirer for a major retailer.
We were very pleased with how this unfolded. We were able to do it in very short order and puts us in good standing for further deployments elsewhere around the world.
In terms of LayUp, we have indicated in the past that this is in startup mode. It is a young company.
We haven't disclosed financial information about it. You can see across the metrics that the business is making significant progress, both in terms of the customers, its own revenue, its gross profit, active merchants.
It is a solution which has got a lot of applicability, and its presence in retail is starting to become more meaningful. It entered into a relationship with Absa to make LayUp a value-added service on Absa's terminals.
That is unfolding as we speak and and speaks well of the future for for LayUp. As we announced and implemented recently the acquisition of 80% of Pay@.
It now forms part of our payments division. Two of the shareholders who owned approximately 10% each remain as shareholders with us.
We are very pleased to have them. They are very reputable businessmen out of the Stellenbosch area.
We do own 80% of that business. When you look at the purchase price against the EBITDA for the financial year which we had diligence and we understood, the transaction was done at a multiple of a little less than 8 times, which we think is a compelling proposition.
With the with the debt that we have at a group level on a net debt basis, Oraxi has just just less than 1.6 times net debt to EBITDA post the closing. A very very good transaction for us.
As I said, we spent the weekend with the with the team from Pay@. I specifically welcome all of Pay@ again to the group, and we look forward to what the future holds.
You have all likely used Pay@, and I'm going to give just a quick overview of what the company does. Whether you've used it to pay a DStv bill, at Pick n Pay, traffic traffic fine at Shoprite, send money to family members, you've done QR code scanning for certain bill payments, you have used you have withdrawn cash at Pep, all of these things are done on the on the Pay@ platform, although it is relatively transparent to you as a user.
As a reminder, the company transacted over R60 billion worth of transactions in the last 12 months. This is an enabling platform that is ubiquitously available across South Africa.
We think that it's pretty difficult to to replicate this type of footprint. We are excited about what other solutions we can provide through this network and look forward to talking to you about those at future presentations.
Its track record is good and solid. We reiterate that the way Pay@ generates revenue is both on transaction volume and transaction value.
It is a growth and and of pleased with. From a financial effects perspective, what this does to the Oraxi Group is important.
On a again, pro forma for FY 2026, our payments business represented 56% before the transaction and now represents 66% of revenue with the Pay@ transaction. From an EBITDA perspective, the software division was relatively modest this year, these numbers are a little bit distorted.
You can see the marked impact that Pay@ has on the overall performance of the the EBITDA. On a pro forma basis, the the group generates just a a hair under R1.5 billion.
We just recently crossed the R1 billion mark in terms of group revenue. We very quickly catapulted to R1.5 billion.
From a EBITDA perspective pro forma, we are up 54% with with EBITDA of R430 million. Of that, we have to take into account the the 20% of of Pay@ that we don't own.
Attributable EBITDA is R400 million. The margins for the group increase from 24% to 29%.
We've got relatively modest debt. As a result of this, we have improved EPS and ROE metrics.
You can see the financial benefits of the transaction as evidenced through these slides, and we will continue to update you in future periods. It is a compelling opportunity for a number of reasons.
Given the the lots of other things I have to talk about, I'm not going to go through these, but you can look at them in your own time. Far, through the work that we've done already, there's nothing that we anticipated that is not going to be better than we anticipated.
From our software perspective from our software division, we have we have integrated the businesses more. The Responsive business is now part of Synthesis.
The teams remain integrated into the Synthesis business, and we are looking to present a unified solution and offering to our customers based on the resources across the division. We have areas of real expertise.
We have a track a track record of more than 25 years in doing the work that we do. We are expert in complex, large-scale opportunities, and we are enterprise-focused.
We have significant depth in certain in certain verticals, financial services being one, retail being a second, telco, hospitality, and most recently, we have expanded into the healthcare space with a number of different initiatives. We bring tremendous expertise to this business with a good cohort of software engineers and developers.
We, as you I've shown you in the past and we spoke about today, our work has been recognized by some of our customers as well as independent publications that adjudicate these measures broadly across the market. We were very focused, or we recognized and we indicated that we needed to undertake a reset of the software division to improve the performance.
There were a number of initiatives and steps that we took to do that. The one of the the important ones was to make sure that we had we had honed and sculpted the roles and responsibilities of the leadership team.
Ultimately, this is all about accountability and driving and thriving relationships with customers to encourage them to award us more opportunities. We undertook a a headcount reduction.
We had a voluntary separation, and that resulted in the savings that I indicated of of R40 million on a run run rate basis. We are very focused on cost management.
Now with this with this revised structure, we are we are very focused on optimizing the deployment of our resources and making sure that we we manage them efficiently. From an external perspective, there were a number of things that we did, which were primarily revenue generative in in how we thought about things.
We enhanced the relationships that we have with strategic partners and asked the same of them. This allowed us to be more effective on a handful of targeted opportunities.
We are focusing our efforts on opportunities that are platform in their orientation. I will walk you through one of those examples shortly.
As we often provide use cases, and that's the best way of demonstrating what we do. Our growth strategy is to continue working with our partners, as we have indicated.
We are looking to grow annuity revenue through product development and and software licensing on proprietary software that we have developed. We continue to focus on new emerging technologies.
Our early our early exploration of AI opportunities has stood us in good stead. We continue to deploy it internally for purposes of maximizing efficiency and helping our teams excel.
We are using it as well with clients in delivering services for them. We had given you an example of that before.
That's where we are using AI to help us to help us grow. We are continuing to look for international opportunities to expand, and we are doing that out of our office in Amsterdam.
This is an example of where we have used a problem to develop a piece of proprietary software, which give rise to recurring license revenue for us. Within the South African environment, regulated regulated industries have an obligation to report to SARS on a periodic basis.
Currently, it is bi-annually, but there is a probability that it moves to monthly. If it moves to monthly, the burden that clients have to incur is going to be felt much more acutely.
That presents more opportunity for us. What we did is we had a single client recognize that they had this problem.
We developed a piece of software which was bespoke for them to to file their regulatory reports. We then turned it into a platform, which we offer across across the economy.
We have over 42 million hold account holders who are processed through our system bi-annually at the moment. That means that translates into over 128 million unique accounts.
Each holder may each account holder may have more than one account. That is 18 clients across the South African economy.
Those are the 18 largest, most sophisticated financial institutions that have a huge obligation around this reporting, and through the system have automated it so that it is correct. It is correct the first time.
It is delivered The reports are delivered on time, because there are fines associated with non-delivery or with errors. This is an example of Synthesis proprietary technology, which is licensed.
It's another example of the development that we did with Halo, where we did it in the first instance for a client, and then we have commercialized it more broadly. There are a number of other opportunities like this that we have worked on and will continue to expose to you over time.
This, for us, is a is a really good opportunity and helps drive margin because the development work is done, and you've got relatively little incremental costs for each incremental customer that you add to the system. As another case study, here is an example of some AI applications that we did for a large financial institution, where we used optical character recognition together with AI to help process loan applications much more efficiently.
If you look at the block that talks about benefits, I won't go into the technology, that's less important. If you look at the benefits, we had two separate teams that that employed this solution.
Team 1 reduced the processing time that they had from two hours to under 30 minutes. In Team 2, for their purposes, they reduced the time from five days to a little under a day.
Those are just huge benefits, which is an estimated 66% reduction in their costs and hours and operating metrics, which allows you to quickly get a sense of what the return on investment is for a project of this nature. Really good work and and innovative thinking by our team.
AssetPool is a business, as we have a minority investment in. They, too, are in an early stage of development, and we haven't released financial information on them.
We have given some indications of the progress that the business has made. The one item the one block I'd like to point out here is the company was able to secure C$120,000 of non-dilutive funding to help help enhance their active help fund the enhancements that they're making to the platform.
I think last time I mentioned that they've got an initiative underway called AssetPool Nova, which is the the next generation of the platform. That C$120,000 is designated to drive the AssetPool Nova deployment.
We're pleased with how they are progressing as well. With that, I will turn you over to Sjoerd, who will walk you through the financial performance.
Sjoerd Douwenga
Thank you, Brad. To start with, I will go through the segmental results for both payments and software, and then I'll conclude on the consolidated results.
Brad, if you just flip the page to the next slide. On our payments business, the segment continues to to make really good progress in diversifying revenue streams away from pure hardware sales, but also into recurring revenue, which is which is a really exciting mix of revenue streams, especially with terminal software licenses, and I'll talk about that more on the next slide.
We've seen, and Brad has spoken about, the lower terminal sales revenue, and that was really as a result of three factors. The first one was the delay at year-end due to a large terminal order that couldn't be delivered before year-end.
That has obviously been delivered in Q1 of 2027. We've also seen lower terminal prices overall, and there has been a mix shift to lower terminal lower devices.
There is a growing interest in lower tier market segments, more affordable devices. As a payments business, we have introduced really really good products within this space, and we're very excited about that opportunity for for the future.
The payments, year on year, quite an impressive reduction in overall expense base through a very disciplined approach to managing the business. From an underlying performance perspective, and what we've done to to do the underlying for the segmental is just allocate the respective adjustments to to the various segments as Brad presented previously.
Revenue was down 6%, largely due to the delay in in the order which we've which we've discussed. From an EBITDA perspective, relatively flat, combination of lower hardware sales offset by an increased recurring revenue base.
We've obviously not adjusted for another hardware delivery that is in in 2027. If we can move to the next slide.
As I mentioned, payments achieved very good growth in recurring revenue. Key metrics continue to to improve well.
Although outright terminal sales were down 25% year on year, bearing in mind the delay in the order that we keep keep referring to, the terminal estate still grew 5.4%. That element continues to drive terminal license fees and related services, and that was up 31% from the prior year, which is which is really good.
The other benefit of the recurring revenue stream is that it is higher-margin business, and as such, we've seen an improvement in the EBITDA margins of 130 basis points from 2025. The terminal rental income has declined marginally.
It's not not not such a major part of the business at the moment. I think what is what is exciting is is the overall recurring revenue up almost 10% from from last year.
The recurring revenue as a percentage of total revenue is now reaching mid-60 mid-60% for for the business, so that's that's very good. If we move on to software, I think what we are what we've tried to do in in analyzing the underlying performance is to to evidence with clarity that the remedial actions that we've taken within the software division is is taking effect.
Those included the headcount headcount reductions, strict cost controls, but also immense focus on building out quality pipelines, improving overall pipeline in the business. The headcount reduction and cost control yielded more than, on an annualized basis, R40 million in run rate cost savings, which really sets the business up well.
Business is right-sized, and it just creates a much more efficient operation overall. We've seen sales sales pipeline strengthen noticeably towards the period end.
We've also signed multi-year contracts, which will continue to support revenue into the into the future periods. If we look at the the comparisons between revenue and EBITDA from reported to to underlying, it is impacted quite significantly by the large software contract.
If we strip out the impact of that large software contract, it exposes a 77% increase in underlying EBITDA for for the division, especially strong second half of the year, and that is really encouraging as we head into 2027. We go to the to the next slide.
Just in terms of the breakdown of of revenue streams, security hardware and third-party license traditionally has been, I suppose, a bit I suppose not as stable, last year we saw great high demand for third-party license fees in cloud, especially in in H2. Our license and subscription fees relatively stable once we remove the impact of the large software contract.
Our services and consultancy fees were down 6.8%, but I think, importantly, the cost base was down even by an even greater amount, as you can see on the on the bottom right bottom right hand graph. Therefore, where the business is currently and certainly going into FY 2027 with a healthy pipeline, the utilization rates within this business is certainly nearing our targeted levels, which is which is a great much-improved position from from a year ago.
If we move on to the consolidated income statement, revenue decreased, combination of of mainly three factors, terminal sales being slightly down, software or payments software license fees compensating for that, and then obviously, on a reported basis, the big software license fee sign in 2025 does does distort the 2025 all numbers. That also plays out in the gross margin as well as the EBITDA margin contraction, it's really a result of of that software that large software component.
We do still recognize for other fair value gains on our convertible loans. There has been some further advances on the convertible loans, and we've seen underlying equity values of of the investee entities continue to to grow as their businesses mature.
That has translated into into some further gains on on these business on on our balance sheet and on income statement. On I think, more importantly or more interestingly, if we look at the pro forma, including including Pay@ as if as if it were consolidated for for the 12 months, the metrics are quite are quite strong, with revenue increasing by by 27%, our gross margins lifting to about 51%, EBITDA to about R430 million on a pro pro forma basis, EBITDA margins touching close to 30%, and a profit before tax of R315 million, an increase of of 28% on on the prior year.
I think on the next slide, we do describe sort of the attributable element of of Pay@. We own 80% of the business, there is a 20% minority, taking the minority out of out of the the earnings still results in, I suppose, from a management view, an increase of between 18 or 19 and 20% across all metrics.
I think, importantly, to note, just in the way that we do approach the pro forma as as a management view, is that this includes any debt-associated cost, well, cost of or interest associated with the debt that was raised for the acquisition. It includes all the the full-year or 12-month performance of Pay@, but it does exclude non-cash amortization of intangible assets that were raised as part of IFRS 3, or will be raised as part of IFRS 3 accounting, and it also excludes once-off transaction costs.
On this basis, obviously, a really pleasing outlook for for the group. If we move on to the to the group balance sheet, really not that much to to reflect on.
There's been some movement between non-current and and current assets, that really relates to the timing of convertible loans, where convertible loans were previously classified as non-current, some of it has moved into into current. Other than that, really just a a decline on cash and cash equivalents, and once we get to the to the cash flow statement, it really relates around the shares that we have purchased, repurchased in the market over the last over the last 12 months.
What our balance sheet does not include at this point is obviously a fairly sizeable debt raise that we that we have done, as well as R200 million in cash that we have paid away as part of the Pay@ acquisition. Post-closing, our net debt to EBITDA EBITDA was below 1.6 times, which we feel is is is a very comfortable level, especially for a highly cash-generative business like like ourselves.
If we look at the terms of the funding on on the next slide, the funder has was Investec Bank. The facility is R800 million senior secured facility with quarterly repayment terms.
Our rate is ZORONIA plus 216 basis points. Sort of JIBAR has has fallen away, and obviously ZORONIA is the reference the reference rate.
Our covenants is a gross debt to to EBITDA, we have to keep stay below 2.5 times. That steps down by 0.25 times annually until we reach 2 times, in in three years' time, we need to be we need to stay within within 2 times.
There's a debt service cover ratio requirement in excess of 1.3 times. Post-closing on a pro forma basis, Oraxi has still still has significant headroom on the covenants.
We are also in in conversation with with our with Investec around extending some revolving credit facility to the group. I just want to pause here and just quickly thank the Investec Investec team, Andrew Schorn, Terry, Faravish, if I missed anybody else in the deal team, apologies, but just a really big thank you.
You were there from from day one, and you gave us the ability to to navigate the deal with a great deal of confidence. Just thank you.
Thank you very much for for that. Last point I want to make on the acquisition funding is just it is fully tax-deductible, if you are modeling that, just just bear that in mind, please.
From a cash flow perspective on the next slide, really, a couple of standout features. The first one is just our cash generated from operations up 25% to R259 million for the year, really healthy healthy cash generation.
If we look at the the other standouts, it is probably just the amount that we have spent, on the next slide, on the repurchase of of shares. We have continued to buy back shares where we felt there were sufficient liquidity and the pricing was we felt good enough to to to warrant the capital being allocated.
Then we also had a share repurchase liability, we bought back 18 million shares and canceled them. A combination of both the elements was a R60 million outflow for the year.
Then to finish off with the dividend, Brad mentioned it already, given the strong cash generation for the year, that's enabled us to to keep to declare a 7.5 cents per share dividend as a final dividend, and keeps us flat for the year at at 12 cents. With that, I will hand it back to Brad for for the prospects.
Brad Sacks
Great. Thanks, Sjoerd.
I think you will not be surprised when I talk enthusiastically about our prospects and what the future looks like for us going forward. The opportunity set that we have in front of us is enlarged.
The acquisition activity that we've seen, we have been very deliberate about it. There are a number of opportunities that we continue to look at and evaluate.
Those will each be assessed on their own merits. We will continue to drive for opportunities that we think are materially accretive.
The economic climate within which we're operating is obviously challenged, not only by domestic and microeconomic issues, but international, global, and macroeconomic issues. Those will be taken into account in our thinking, and we'll try and manage the risk of those as best we can.
We will continue to execute on the pipeline of opportunities that we have developed, that we have done through organic means in collaboration with our clients and our customers. Overall, we think the business is well-positioned.
I reiterate that we get to a point where we think there is a dissonance between the state of the business and the reported results, which is why we have created these underlying metrics for you to consider. Overall, the payments business is very healthy and continues to advance and execute nicely and well.
The software business has turned the corner and is operating again on a trajectory that will tend towards historic performance levels, and we are pleased about that. We are delighted about the opportunities that the Pay@ acquisition provides us, and look forward to executing on those, not only with the banking customers who have a relationship with Pay@, but the retailers as well.
We, as an organization, Oraxi, consider ourselves to be enablers. The Pay@ business model itself is an enabler, and we think there is great harmony in how we and they think about the business.
With that, I want to thank all of our staff and our team members who've helped us deliver on each of these things, a special thanks to our finance team who has helped execute the Pay@ transaction, to our board members, our customers, and our shareholders for your continued confidence in us. With that, Aimee, I'll turn it back to you, and we can open it up to Q&A.
Aimee McNamara
Thanks, gentlemen. I have a handful of questions, and I'll just take them as I read through on the platform.
First one here is from Sibusiso, and he says, "With growth of fintechs that drive bank-retailer integration to give customer benefits, how is Oraxi seeing itself by being a key integrator between these sectors?"
Brad Sacks
That is core to part of our series of initiatives and activities is how we deliver more value to our banking customer. The software that we have on the terminals that we have at retailers is designed to minimize the friction and optimize the experience.
If there are more opportunities for us to uncover, we will do that. We have long believed in value-added services, which are software-related and software-enabled, and that is a core competence within the group, and we'll continue to do that.
Aimee McNamara
Next question from the same individual is, "How do you view the opportunity to create a unified data and AI platform across enlarged groups, as Pay@ adds a large transaction-processing ecosystem?"
Brad Sacks
The data opportunity within the Pay@ ecosystem is something that we have spent a fair amount of time thinking about. It is an area that we think presents a lot of opportunity for us.
It's not to market the data itself, but is to derive signals from the data. One of the themes within the group in the last year has been discern signal from noise, and that is what we want to do with this data.
Determine how much of that data can be converted into something which is value-enhancing for our customers, things that we can do to enhance the capabilities and platform of Pay@ itself, and we will continue to explore that because there is a really significant pool of data within the Pay@ ecosystem that needs to be analyzed carefully.
Aimee McNamara
"With regards to AI innovation, data quality, cybersecurity, and regulatory compliance, what governance mechanisms do Oraxi have in place?"
Brad Sacks
We are fully POPIA compliant. We have what we consider to be the highest level of security we can muster.
There is limited data that we ourselves handle in the Pay@ context now that is different, but the question was as it relates to Oraxi. In Oraxi, the data, the personally identifiable data, is limited, but we are hyper-focused on security, and we have a security competency which demonstrates our understanding of the security risks from AWS as part of our portfolio of certifications.
I think we are well-positioned to continue to protect our interests there.
Aimee McNamara
"Could Oraxi eventually monetize intelligent data, fraud analytics, AI agents, and embedded financial insights as distinct platform offerings across its customer ecosystem, given that Oraxi now operates at the intersection of payments, software, cloud, AI, and financial services?"
Brad Sacks
I have a one-word answer, and I have a longer answer. The one-word answer is yes.
The longer answer is it's a complicated analysis in making sure that we continue to comply with POPIA and we don't violate any of the rules and obligations that we have as an organization. There is absolutely enormous signal out of the data that we have that can be used to enhance decision-making by parties within our ecosystem.
Aimee McNamara
Arthur Phele from Claria Equity Investments puts the following question to us, "In light of the payments ecosystem modernization program, how is Oraxi positioning its products to remain competitive, and where do we see the biggest upside or disruption in the current model?"
Brad Sacks
The ecosystem modernization program is ongoing. It is fluid.
We are participants in that initiative with SARB. We have people from our software division as well as our payments division who sit on those councils.
I know the Pay@ team also has representatives that are sitting on those councils. We are acutely focused on what the consequences of those changes are and what opportunities it presents to us, because within every change is an opportunity.
We will continue to evaluate. I can't tell you exactly what we're going to do yet, but within this continued disruption and evolution, we will continue to be a meaningful player.
Aimee McNamara
"How are we thinking about integrating the Pay@ and Oraxi teams in a way that accelerates exponential innovation, rather than simply operational integration?"
Brad Sacks
This is not an exercise of job elimination and redundancy within either of the teams. The thesis of the acquisition was growth-related.
We will continue to support the teams. They are businesses which have current customer bases and operations, we'll continue to run as businesses, but we will look to find areas of common interest and cooperation in a very proactive and productive way.
As I mentioned, we just spent two days together over Saturday and Sunday with that specifically in mind, and we will continue to do that. There are a number of solutions that we have that are AI-driven.
For example, last results, I spoke about the Capitec fraud detection system to avoid fraudulent payments, where they had indicated that they were able to avoid about R300 million in fraudulent payments. In their most recent results in April, they spoke about that increasing to over R600 million.
That fraud detection engine is a Synthesis-supplied AI engine, and we will apply similar technologies and capabilities into the Pay@ infrastructure. There are other pieces of technology and know-how which we will deploy as well, and each of those, we hope, will accelerate and expand the capabilities and profitability of the Pay@ platform.
Aimee McNamara
I think final question, Brad, from Reinardt at Marble Rock, "What can we expect from dividend growth and payments for the coming years with the new debt responsibility?"
Brad Sacks
We will look at how the business is performing, and we will also look at what our capital needs are to continue to fund those. We have been conscious of making a dividend payment.
We will continue to be conscious of that in terms of capital allocation. I can't give you a number in terms of growth, but it is something that is foremost in our mind when we look to report our financials and declare a dividend.
Aimee McNamara
That's all the questions on our platform, Brad.
Brad Sacks
Excellent. Aimee, thank you for hosting us again.
Sjoerd, thank you for all of your efforts, particularly in the last few days, to the rest of your team as well. I want to thank all of you for joining us.
Thank you for coming to this call, your questions, and your continued interest. We look forward to engaging with you over the coming days and in coming months.
Already premium?