Switchpoint Payments Business Plan — Appendix D: Risk Register

Detailed risk register scoring likelihood and impact, with mitigations and the pre-committed trigger points adopted as policy.

Appendix D: Risk Register

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Risk

Assessment

Response

Sponsor bank agreement not executed or subsequently terminated

Existential

No sponsorship means no participation in clearing and settlement, and therefore no business. Condition precedent to drawdown. A second sponsor relationship is initiated by month 18 to remove the single-point dependency

Card merchant discount rate compression beyond plan

High likelihood, high impact

25 basis points beyond plan removes FY2031 EBITDA entirely, taking it to negative R7.1m. Accelerate the account-to-account mix, renegotiate partner revenue share at renewal, raise subscription attachment. Partial mitigation only

Account-to-account attachment below plan

High likelihood, high impact

The R1.25m per trade merchant per month assumption is load-bearing. At 75% of plan FY2031 EBITDA is R4.8m; at 50% it is negative R9.5m. Instrument the first two integrations to measure migration from month one

Series A not raised on the modelled timetable

High likelihood, high impact

The seed funds 19 months to cash zero against a Series A closing in month 16. A three-month slip requires an immediate cut to the acquisition rate, not a bridge. Month 10 is a hard board trigger

Transaction values above the rail limit

Medium likelihood, medium impact

The real-time rail carries a per-transaction ceiling of R50 000. Trade invoices above that must split or settle by conventional transfer, which caps the addressable share of trade volume

Integration partner becomes a competitor

Medium likelihood, high impact

Vertical software vendors can monetise payments directly at renewal. Mitigated by multi-year terms, merchant contracting in Switchpoint’s name and settlement account ownership

Cost to serve automation not achieved

Medium likelihood, medium impact

The 34% decline across the horizon is an engineering assumption, not a contractual saving. Failure removes R19.8m from FY2031 EBITDA

Wholesale cost of the real-time rail rises

Medium likelihood, high impact

Rail and sponsor charges are set by parties Switchpoint does not control, and the account-to-account net margin is only 30 basis points. A material adverse change compresses it directly

Merchant fraud or chargeback losses above plan

Medium likelihood, medium impact

Budgeted at 4.5 basis points of card volume for a mixed retail and business-to-business portfolio. Credit-push settlement carries no reversal risk, which limits the exposure to the card rail

Key person departure before certification

Medium likelihood, high impact

The chief technology officer and head of risk are conditions precedent. PCI DSS Level 1 attestation depends on both

PCI DSS Level 1 attestation delayed

Low likelihood, high impact

No live card transaction may be processed before attestation. Qualified security assessor engaged at closing with a scoped timetable

Settlement float misrepresented as company cash

Low likelihood, high impact

Merchant settlement funds are held in a designated account, are not company money, and are matched by an equal and offsetting settlement liability

D.1 Pre-committed trigger points

Point

Trigger

Committed response

Before drawdown

Sponsorship agreement not executed

Do not draw. A payments company without a sponsor is a software company with a burn rate

Month 10

Series A process not commenced

Commence the round or cut the trade acquisition plan. There is no third option at this cash position

Month 15

Cash below R5.6m against plan

Reduce the acquisition rate immediately rather than seeking a bridge

Month 18

Account-to-account attachment below 70% of plan

Strategic reassessment, not a sales intervention. This is the reduced-scope path

Month 18

Trade acquisition cost above R39 000

Stop trade acquisition, retain the existing book and redirect to the practice segment

Any quarter

Card merchant discount rate falling faster than 5 basis points a year

Accelerate the account-to-account mix and open partner revenue share renegotiation early

Any time

A single integration partner above 40% of originated merchants

Concentration risk in the channel that owns the merchant relationship