What changed in this filing

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Item 1. Financial Statements

2024-02-06 compared with 2023-11-07 · 1089 added, 639 removed, 1502 unchanged (53% of the section changed)

2 unchanged sentences

Unaudited Condensed Consolidated Balance Sheets

September 30,

(In thousands, except share data)

9 unchanged sentences

Total current assets

PLANT AND EQUIPMENT, net of accumulated depreciation of - September:

PLANT AND EQUIPMENT, net of accumulated depreciation of - December:

OPERATING LEASE RIGHT-OF-USE (Note 16)

22 unchanged sentences

COMMON STOCK (Note 10)

Issued and outstanding shares, net of treasury - September:

Issued and outstanding shares, net of treasury - December:

PREFERRED STOCK

14 unchanged sentences

Three months ended

September 30,

(In thousands, except per

Six months ended

(In thousands, except per share

REVENUE (Note 15)

3 unchanged sentences

OPERATING INCOME (LOSS)

REVERSAL OF (ALLOWANCE) OF EMI

DOUBTFUL DEBT (Note 2 and 5)

NET GAIN ON DISPOSAL OF EQUITY-ACCOUNTED INVESTMENTS (Note 5)

REVERSAL OF ALLOWANCE FOR

DOUBTFUL EMI DEBT

(LOSS) GAIN ON DISPOSAL OF EQUITY-ACCOUNTED

INVESTMENT (Note 5)

INTEREST INCOME

2 unchanged sentences

INCOME TAX EXPENSE (Note 18)

NET LOSS BEFORE LOSS FROM EQUITY-ACCOUNTED INVESTMENTS

LOSS FROM EQUITY-ACCOUNTED INVESTMENTS

NET LOSS BEFORE EARNINGS (LOSS) FROM EQUITY-

ACCOUNTED INVESTMENTS

EARNINGS (LOSS) FROM EQUITY-ACCOUNTED INVESTMENTS

NET LOSS ATTRIBUTABLE

Net loss per share, in United States dollars

5 unchanged sentences

Three months ended

September 30,

Six months ended

(In thousands)

Other comprehensive (loss) income, net of taxes

(In thousands)

Other comprehensive income (loss), net of taxes

Movement in foreign currency translation reserve

Movement in foreign currency translation reserve related to equity-accounted

Release of foreign currency translation reserve related to disposal of Finbond

Release of foreign currency translation reserve related to

disposal of Finbond equity securities (Note 11)

Release of foreign currency translation reserve related to

liquidation of subsidiaries

Movement in foreign currency translation reserve related

to equity-accounted investments

Total other comprehensive

loss, net of taxes

Comprehensive loss

Add comprehensive loss attributable to non-controlling interest

Comprehensive loss attributable to Lesaka

income (loss), net of

Comprehensive income (loss)

Comprehensive income (loss) attributable to

See Notes to Unaudited Condensed Consolidated Financial Statements

4 unchanged sentences

comprehensive

For the three months ended September 30, 2022 (dollar amounts

For the three months ended December 31, 2022 (dollar amounts

in thousands)

Balance – July 1, 2022

Balance – October 1, 2022

( 24,926,752 )

5 unchanged sentences

related to equity-accounted investment

Other comprehensive income (Note

Balance – December 31, 2022

( 24,956,854 )

For the six months ended December 31, 2022 (dollar

amounts in thousands)

Balance – July

( 24,891,292 )

Share repurchased (Note 12)

Restricted stock granted

Exercise of stock options

Stock-based compensation charge

Reversal of stock-based compensation

charge (Note 12)

Stock-based compensation charge

related to equity-accounted investment

Other comprehensive loss (Note 11)

Balance – September 30, 2022

Balance – December 31, 2022

( 24,956,854 )

See Notes to Unaudited Condensed Consolidated Financial

LESAKA TECHNOLOGIES, INC.

3 unchanged sentences

comprehensive

For the three months ended September 30, 2023 (dollar amounts

For the three months ended December 31, 2023 (dollar amounts

in thousands)

Balance – October 1, 2023

( 25,244,286 )

Shares repurchased (Note 12)

Restricted stock granted (Note 12)

Exercise of stock option (Note 12)

Stock-based compensation charge

Reversal of stock-based compensation

charge (Note 12)

Stock-based compensation charge

related to equity-accounted investment

Other comprehensive income (Note

Balance – December 31, 2023

( 25,295,261 )

For the six months ended December 31, 2023 (dollar

amounts in thousands)

Balance – July 1,

( 25,244,286 )

Shares repurchased (Note 12)

Restricted stock granted

Exercise of stock option (Note 12)

4 unchanged sentences

related to equity-accounted investment

Other comprehensive loss (Note 11)

Balance – September 30, 2023

Other comprehensive income (Note

Balance – December 31, 2023

( 25,295,261 )

3 unchanged sentences

Three months ended

September 30,

Six months ended

(In thousands)

Cash flows from operating activities

Depreciation and amortization

Movement in allowance for doubtful accounts receivable and finance loans receivable

Loss from equity-accounted investments (Note 5)

Movement in allowance for doubtful loans to equity-accounted investments

Movement in allowance for doubtful accounts receivable

Fair value adjustment related to financial liabilities

Interest payable

Facility fee amortized

Net gain on disposal of equity-accounted investments (Note 5)

Loss on disposal of equity-accounted investments (Note 5)

(Earnings) Loss from equity-accounted investments

Movement in allowance for doubtful loans to equity-accounted investments

Profit on disposal of property, plant and equipment

Movement in interest payable

Facility fee amortized

Stock-based compensation charge (Note 12)

Dividends received from equity-accounted investments

Increase in accounts receivable and other receivables

(Increase) Decrease in accounts receivable

Increase in finance loans receivable

Increase in inventory

Increase (Decrease) in accounts payable and other payables

Increase in taxes payable

Decrease (Increase) in inventory

Increase in accounts payable and other payables

(Decrease) Increase in taxes payable

Decrease in deferred taxes

4 unchanged sentences

Acquisition of intangible assets

Proceeds from disposal of equity-accounted investments (Note 5)

Loan to equity-accounted investment

Proceeds from disposal of equity-accounted investment (Note 5)

Loan to equity-accounted investment (Note 5)

Repayment of loans by equity-accounted investments

Net change in settlement assets

Net cash used in investing activities

Net cash provided by (used in) investing activities

Cash flows from financing activities

5 unchanged sentences

Proceeds from exercise of stock options

Guarantee fee

Net change in settlement obligations

Net cash provided by financing activities

Effect of exchange rate changes on cash

Net decrease in cash, cash equivalents and restricted cash

Effect of exchange rate changes on cash and cash equivalents

Net increase (decrease) in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash – beginning of period

3 unchanged sentences

Notes to the Unaudited Condensed Consolidated Financial Statements

for the three months ended September 30, 2023 and 2022

for the three and six months ended December 31, 2023 and 2022

(All amounts in tables stated in thousands or thousands of U.S.

14 unchanged sentences

States Securities

Quarterly Reports

include all of

the information and

disclosures required for

interim financial reporting.

The results of

operations for the

September 30,

not necessarily

indicative of

believes that

disclosures are adequate to make the information presented not misleading.

disclosures required

for interim financial

of operations

for the three

months ended December 31, 2023 and

2022, are not necessarily indicative of

the results for the full year.

The Company believes that

the disclosures are adequate to make the information presented not misleading.

accounting policies and financial notes thereto included in the

10 unchanged sentences

Recent accounting pronouncements adopted

In June 2016, the Financial Accounting Standards Board issued guidance regarding

Measurement of Credit Losses on Financial

In June 2016, the Financial Accounting Standards Board (“FASB”) issued guidance regarding

Measurement of Credit Losses on

Financial Instruments

replaces the incurred

loss impairment

expected credit

losses and requires

consideration of

a broader range

of reasonable

and supportable

information to inform

methodology in

with a methodology

reflects expected credit losses

and requires consideration of a

broader range of reasonable and

supportable information to inform credit

loss estimates.

For trade and

other receivables,

other financial

instruments, an entity

forward-looking

49 unchanged sentences

from borrowers

adjusted its allowance based on management’s estimate of the recoverability

of the finance loans receivable.

adjusted its allowance based on management’s estimate of the recoverability of the finance loans

The Company writes off

15 unchanged sentences

Allowance for doubtful accounts receivable

The Company uses a lifetime loss rate by expressing write-off experience as a percentage of corresponding

invoice amounts (as

The Company uses a lifetime loss rate by expressing write-off

experience as a percentage of corresponding invoice amounts (as

opposed to outstanding balances).

3 unchanged sentences

by multiplying the

invoice/origination

considered likely that all or

a portion of the

amount due from

customers renting safe assets,

point of sale (“POS”)

equipment, receiving

support and maintenance

or transaction services or

purchasing licenses or

SIM cards from the

Company will not be

lifetime loss

recent invoice/origination amounts.

2023, a specific

established where it

is considered

likely that all or

the amount due

from customers renting

safe assets, point of

sale (“POS”) equipment,

receiving support

recoverability

3 unchanged sentences

Recent accounting pronouncements not yet adopted

as of September 30, 2023

There are no recent accounting pronouncements that have not yet been adopted

as of September 30, 2023.

as of December 31, 2023

requirements,

interim disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit

single reportable

other disclosure

requirements.

Company beginning

periods commencing from July

1, 2025 (i.e.

for the quarter

ended September 30, 2025).

The Company is currently

assessing the impact

of this guidance on its financial statements and related disclosures.

requirements.

The guidance requires

entities, on an

annual basis, to

(1) disclose specific categories

in the income tax

rate reconciliation

and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect

of those reconciling items

amount computed

by multiplying

income tax rate).

This guidance

is effective for the Company

beginning July 1, 2025.

is currently assessing the impact

of this guidance on its financial statements and related disclosures.

Accounts receivable, net and other receivables and

1 unchanged sentence

Accounts receivable, net and other receivables

The Company’s accounts receivable, net, and other receivables as of September 30, 2023, and June 30, 2023, are presented in

The Company’s accounts receivable,

net, and other receivables as of December 31, 2023, and June 30, 2023, are presented in

the table below:

September 30,

Accounts receivable, trade, net

7 unchanged sentences

Current portion of amount outstanding related to sale of interest in Carbon,

September 2023:

December 2023:

Current portion of total held to maturity investments

20 unchanged sentences

rather a matter of operational timing.

Accounts receivable, net and other receivables and

finance loans receivable, net (continued)

Accounts receivable, net and other receivables (continued)

Credit risk in respect of trade receivables are generally not

18 unchanged sentences

Subsequent recovery from distressed accounts are generally limited.

Accounts receivable, net and other receivables and

finance loans receivable, net (continued)

Accounts receivable, net and other receivables (continued)

Current portion of amount outstanding related to sale of interest in Carbon represents the amount due from the purchaser related

21 unchanged sentences

million during

the three months ended September 30, 2023.

the six months ended December 31, 2023.

Investment in

3 unchanged sentences

investment in a note which was

due to mature in

August 2022 and forms

part of Cell C’s

due to mature

in August 2022 and

forms part of

capital structure.

value as of each of

September 30, 2023,

carrying value as of

each of December 31,

June 30, 2023, respectively was $

3 unchanged sentences

Summarized below is the contractual maturity of the Company’s

held to maturity investment as of September 30, 2023:

held to maturity investment as of December 31, 2023:

Due in one year or less

11 unchanged sentences

The Company’s finance

loans receivable, net, as of September 30, 2023, and June 30, 2023, is presented

loans receivable, net, as of December 31, 2023, and June 30, 2023, is presented

in the table below:

September 30,

Microlending finance loans receivable, net

18 unchanged sentences

lending activities

Certain merchant finance loans receivable have been pledged as security for the Company’s revolving

credit facility (refer to Note 8).

Certain merchant finance loans receivable with an aggregate balance

million as of December 31, 2023 have been pledged as

security for the Company’s

revolving credit facility (refer to Note 8).

Allowance for credit losses

32 unchanged sentences

lifetime loss

September 30, 2023,

The performing

component (that is,

outstanding loan payments

component (that

is, outstanding

loan payments

not in arrears) of the book exceeds more than

% of outstanding lending book as of September 30, 2023.

% of outstanding lending book as of December 31, 2023.

Merchant finance loans receivable

6 unchanged sentences

twelve months

loans originated having a tenor of

approximately

The Company analyses this lending book

as a single portfolio because

loans originated having a tenor of approximately

The Company analyses this lending book as a single portfolio because

the loans within the portfolio have similar characteristics and management uses similar processes to monitor and assess the credit risk

5 unchanged sentences

Allowance for credit losses (continued)

Microlending finance loans receivable (continued)

Merchant finance loans receivable (continued)

experience over

9 unchanged sentences

loss rate with the

month-end outstanding lending

The lifetime loss

rate as of each

of July 1, 2023

September 30, 2023, was approximately

The performing component (that is, outstanding loan payments not in arrears),

month-end outstanding

lending book.

lifetime loss rate as

July 1, 2023 and

December 31, 2023, was approximately

The performing component (that is, outstanding loan payments not in arrears), under-

component (that

7 unchanged sentences

respectively,

outstanding lending book as of September 30, 2023.

outstanding lending book as of December 31, 2023.

The Company’s inventory

comprised the following categories as of September 30, 2023, and June 30, 2023:

September 30,

comprised the following categories as of December 31, 2023, and June 30, 2023:

Raw materials

1 unchanged sentence

Finished goods

2023, finished

goods includes

million, respectively,

respectively,

airtime inventory that was previously

6 unchanged sentences

Company limited the

resale of this

airtime to its own

distribution channels.

resale of this airtime

to its own distribution

September 30, 2022, Cell C

20 unchanged sentences

specific month.

prior to selling any of this airtime, however, there

is no restriction placed on the Company on the sale of the airtime.

prior to selling any of this airtime, however, there is no

restriction placed on the Company on the sale of the airtime

Fair value of financial instruments

38 unchanged sentences

interest rates, which

it manages primarily through regular financing

Interest rates in

South Africa are trending upwards and

the Company expects

higher interest rates

in the foreseeable future

which will increase its

cost of borrowing.

The Company periodically

evaluates the cost

effectiveness

equivalents and held to maturity investments and has occasionally

invested in marketable securities.

it manages primarily through regular financing activities.

Interest rates in South Africa have been trending

upwards in recent quarters

stabilized and are

expected to remain

levels, or perhaps

even decline moderately

over calendar 2024.

ignoring the impact of changes to the margin on its borrowings (refer to Note 8),

the Company expects its cost of borrowing to remain

the foreseeable

effectiveness of interest rate hedging strategies

to manage this risk.

The Company generally maintains surplus cash

in cash equivalents

and held to maturity investments and has occasionally invested in marketable securities

non-performance

7 unchanged sentences

transactions only

financial institutions

equivalent) or better, as determined by credit

78 unchanged sentences

not available

then the Company

similar assets

19 unchanged sentences

the fair value of

its investment in Cell C as of September 30, 2023 and June 30, 2023, respectively,

its investment in Cell C as of December 31, 2023 and June 30, 2023, respectively,

and valued Cell C at $

of September 30, 2023, and June 30, 2023, respectively.

The Company incorporates the payments under Cell C’s

of December 31, 2023, and

June 30, 2023, respectively.

The Company incorporates the payments

under Cell C’s

lease liabilities into

8 unchanged sentences

ended December

September 30,

2023, valuations.

3 unchanged sentences

business plan.

The following key valuation inputs were used as of September 30, 2023

The following key valuation inputs were used as of December 31, 2023

and June 30, 2023:

8 unchanged sentences

% as of June 30, 2023)

Net adjusted external debt - September 30, 2023:

Net adjusted external debt - December 31, 2023:

billion), no lease liabilities included

2 unchanged sentences

(1) translated from ZAR to U.S.

dollars at exchange rates applicable as of

September 30, 2023.

dollars at exchange rates applicable as of December

(2) translated from ZAR to U.S.

dollars at exchange rates applicable as of

June 30, 2023.

dollars at exchange rates applicable as of June 30,

The following table presents the impact on the carrying value of the Company’s

Cell C investment of a

% increase and

Cell C investment of a 1.0% increase and 1.0%

decrease in the

EBITDA margins

respectively used in

valuation on September

the EBITDA margins

respectively used

31, 2023, all

translated at exchange rates applicable as of September 30, 2023:

translated at exchange rates applicable as of December 31, 2023:

Sensitivity for fair value of Cell C investment

2 unchanged sentences

EBITDA margin

September 30,

2023, represented

10 unchanged sentences

Fair value of financial instruments (continued)

Financial instruments

Financial instruments (continued)

Derivative transactions - Foreign exchange contracts

5 unchanged sentences

assets and liabilities

The Company has no derivatives that require fair value measurement

under Level 1 or 3 of the fair value hierarchy.

The Company has no derivatives

that require fair value measurement under Level 1 or 3 of the fair value hierarchy.

The Company had

outstanding foreign exchange contracts as of September 30, 2023, and June

according to the fair value hierarchy:

outstanding foreign exchange contracts as of December 31, 2023, and June 30,

The following table

Company’s assets measured at

fair value on

of December 31,

2023, according

to the fair value hierarchy:

Quoted Price in

9 unchanged sentences

cash and cash equivalents)

Foreign exchange

Total assets at fair value

14 unchanged sentences

Total assets at fair value

There have been

transfers in or out of Level 3 during the three months ended September 30, 2023 and 2022,

respectively.

movement in the carrying value of assets measured at fair value on a recurring basis, and categorized within Level

3, during the three months ended September 30, 2023 and 2022.

3, during the six months ended December 31, 2023 and 2022.

Fair value of financial instruments (continued)

1 unchanged sentence

assets and liabilities measured at fair value on a recurring

categorized within Level 3, during the three months ended September

categorized within Level 3, during the six months ended December 31, 2023:

Carrying value

1 unchanged sentence

Foreign currency adjustment

Balance as of September 30, 2023

Balance as of December 31, 2023

(1) The foreign currency adjustment represents the effects of the fluctuations of the

4 unchanged sentences

a recurring basis, and

categorized within Level 3, during the three months ended September

categorized within Level 3, during the three months ended December 31, 2022:

Carrying value

1 unchanged sentence

Foreign currency adjustment

Balance as of September 30, 2023

Balance as of December 31, 2022

foreign currency

1 unchanged sentence

the fluctuations

South African rand

against the U.S.

26 unchanged sentences

Equity-accounted investments

The Company’s ownership

percentage in its equity-accounted investments as of September 30, 2023,

The Company’s

ownership percentage in its equity-accounted

investments as of December 31,

2023, and June 30, 2023, was as

September 30,

Finbond Group Limited (“Finbond”)

2 unchanged sentences

SmartSwitch Namibia (Pty) Ltd (“SmartSwitch Namibia”)

As of September 30, 2023, the Company owned

shares in Finbond representing approximately

% of its issued

and outstanding

ordinary shares.

the Johannesburg

Stock Exchange

its closing price

29, 2023, the last trading

day of the month, was ZAR

The market value,

using the September 29, 2023,

closing price,

applicable as of September 30, 2023).

remaining equity

Finbond which

and which represented approximately

% of Finbond’s issued and outstanding

ordinary shares immediately prior to the sale.

Equity-accounted investments and other long-term assets (continued)

3 unchanged sentences

stake in Finbond

agreement with Finbond to

sell its remaining

shareholding to Finbond for

a cash consideration of

million using

otherwise the transaction will lapse.

agreement with Finbond to sell its remaining shareholding to Finbond for a cash consideration of ZAR

The transaction was subject to certain conditions, including regulatory and shareholder approvals,

finalized in December 2023.

t record a gain or loss on the

disposal because the sale proceeds were

equivalent to

the net carrying

value, including accumulated

reserves, of the

investment in Finbond

proceeds received

million) have been used to repay capitalized interest under our borrowing

facilities, refer to Note 8.

Sale of Finbond shares during the three

months ended September 2022

The Company sold

shares in Finbond for cash during the three months ended September 30, 2022, and recorded a loss of

million which

equity-accounted

investments in

the Company’s

condensed consolidated statements of operations.

The following table presents the

calculation of the loss on disposal of

Finbond shares during the three months

ended September

and six months ended December 31, 2023

2022, respectively,

and recorded a loss of $

million and $

million, which is included in the

caption net gain on disposal of

equity-accounted investments in the Company’s

unaudited condensed consolidated statements of operations.

The following

table presents

the calculation

shares during

December 31, 2023:

Three months ended

Six months ended

Loss on disposal of Finbond shares:

1 unchanged sentence

carrying value of Finbond shares sold

release of foreign currency translation reserve from accumulated other

comprehensive loss

release of stock-based compensation charge related to

release of foreign currency translation reserve from

accumulated other comprehensive loss

release of stock-based compensation charge related

equity-accounted investment

1 unchanged sentence

Finbond impairments recorded

during the three months ended September 30, 2023

during the six months ended December 31, 2023

As noted earlier, the Company has entered into an agreement to exit its position in Finbond and the Company considered this an

22 unchanged sentences

Finbond impairments recorded

during the three months ended September 30, 2022

during the six months ended December 31, 2022

The Company considered

the combination of

the ongoing losses incurred

and reported by

Finbond and its

lower share price

the ongoing losses

incurred and reported

by Finbond and

its lower share price

impairment indicators.

45 unchanged sentences

receivables in the Company’s

condensed consolidated balance sheet as of September 30, 2023.

condensed consolidated balance sheet as of December

The Company has allocated the $

6 unchanged sentences

shares provided as security

(zero), which is in

(zero), which is

the carrying value as of June 30, 2022, and has created an allowance for

32 unchanged sentences

investments during

the three months ended September 30, 2023:

the six months ended December 31, 2023:

Investment in equity

5 unchanged sentences

Share of net (loss) earnings

Dividends received

Disposal of Finbond shares

Foreign currency adjustment

Balance as of September 30, 2023

Balance as of December 31, 2023

(1) Includes Sandulela,

8 unchanged sentences

Other long-term assets

Summarized below is the breakdown of other long-term assets as of September

Summarized below is the breakdown of other long-term assets as of December

31, 2023, and June 30, 2023:

September 30,

Total equity investments

17 unchanged sentences

(2) On October 16, 2020,

the High Court of

South Africa, Gauteng Division, Pretoria

ordered that CPS be

placed into liquidation.

the High Court of South

Africa, Gauteng Division, Pretoria ordered

that CPS be placed

into liquidation.

Summarized below

4 unchanged sentences

fair value and

maturity investments as of September 30, 2023:

maturity investments as of December 31, 2023:

Equity securities:

13 unchanged sentences

Summarized below is the movement in the carrying value of goodwill

for the three months ended September 30, 2023:

for the six months ended December 31, 2023:

Balance as of June 30, 2023

Foreign currency adjustment

Balance as of September 30, 2023

Balance as of December 31, 2023

(1) – The foreign currency adjustment represents the effects

6 unchanged sentences

Foreign currency adjustment

Balance as of September 30, 2023

Balance as of December 31, 2023

(1) The foreign

6 unchanged sentences

Summarized below is

the carrying value and

accumulated amortization of

intangible assets as of

September 30, 2023, and

As of September 30, 2023

the carrying value

and accumulated amortization

of intangible assets as

of December 31,

2023, and June

As of December 31, 2023

As of June 30, 2023

7 unchanged sentences

expense on the

finite-lived intangible assets

for the three

months ended September

was approximately $

finite-lived intangible

assets for the

ended December

million and $

million, respectively.

Future estimated annual

amortization expense for

the next five fiscal

amortization expense in future periods could differ from this estimate

as a result of acquisitions, changes in useful

lives, exchange rate

fluctuations and other relevant factors.

Fiscal 2024 (three months ended September 30, 2023)

Aggregate amortization expense on the

finite-lived intangible assets for

the six months

ended December

million and $

million, respectively.

Future estimated

annual amortization

five fiscal years

and thereafter,

assuming exchange

rates that prevailed

Actual amortization expense in future periods could differ from this estimate

as a result of acquisitions, changes

in useful lives,

exchange rate fluctuations and other relevant factors.

Fiscal 2024 (six months ended December 31, 2023)

estimated annual amortization expense

1 unchanged sentence

Reinsurance assets and policyholder liabilities under insurance contracts

Summarized below is the movement in reinsurance

assets and policyholder liabilities under insurance contracts

during the three

months ended September 30, 2023:

Summarized below

reinsurance assets

and policyholder

liabilities under

insurance contracts

months ended December 31, 2023:

Balance as of June 30, 2023

Increase in policy holder benefits under insurance contracts

Claims and decrease in policyholders’ benefits under insurance contracts

Claims and decrease in policyholders’ benefits under insurance

Foreign currency adjustment

Balance as of September 30, 2023

Balance as of December 31, 2023

(1) Included in other long-term assets (refer to Note 5);

15 unchanged sentences

Assets and policyholder liabilities under investment contracts

and policyholder

liabilities under

investment contracts

ended September 30, 2023:

Summarized below is the movement

in assets and policyholder

liabilities under investment contracts during

the six months ended

December 31, 2023:

Balance as of June 30, 2023

Increase in policy holder benefits under investment contracts

Claims and decrease in policyholders’ benefits under investment contracts

Foreign currency adjustment

Balance as of September 30, 2023

Balance as of December 31, 2023

(1) Included in other long-term assets (refer to Note 5);

7 unchanged sentences

its borrowings.

Interbank Agreed Rate (“JIBAR”) on September 30, 2023, was

The prime rate on September 30, 2023, was

private sector

African Reserve

December 31, 2023, was

The prime rate, the benchmark

rate at which private sector banks

lend to the public in South Africa,

on December 31, 2023, was

Borrowings (borrowings)

South Africa (continued)

RMB Facilities, as amended, comprising a short-term facility (Facility E) and long-term

1 unchanged sentence

revolving credit facility.

The interest rate on this facility as of September 30, 2023, was JIBAR plus

The interest rate on this facility as of December 31, 2023, was JIBAR plus

On November 24, 2023, the Company,

through its wholly owned subsidiary,

Lesaka Technologies

Proprietary Limited (“Lesaka

SA”), entered into an Amendment and Restatement Agreement (the “Amendment”), which includes 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 FirstRand Bank Limited (acting through its Rand Merchant Bank division) (“RMB” or the

The Loan Documents were amended to include a Look Through Leverage (“LTL”)

ratio, as defined in the Loan Documents, and

expressed as times (“x”), to calculate the margin used in the determination of the interest rate.

The LTL ratio is calculated as the Total

Attributable Net Debt,

as defined in the

Loan Documents, to the

Total Attributable

EBITDA, as defined in

the Loan Documents,

the measurement period ending on a specified date.

Interest on Facility G and Facility H is based on the 3-month Johannesburg Interbank Agreed Rate (“JIBAR”) in effect from time

to time plus a margin,

which as a result of the

Amendment, from October 1,

2023, will be calculated as:

greater than 3.50x;

ratio is less than 3.50x but

greater than 2.75x;

ratio is less than 2.75x

but greater than 1.75x;

% if the LTL ratio

is less than 1.75x.

The Company used cash proceeds

million) received from the

sale of Finbond shares (refer

to repay capitalized interest under Facility G and Facility H.

Available short-term facility -

As of September

30, 2023, the

aggregate amount of

the Company’s

short-term South African

overdraft facility with

As of September 30, 2023, the Company had utilized approximately ZAR

of this overdraft facility.

This overdraft facility may only be used to

and therefore the overdraft utilized and converted

cash to fund the Company’s ATMs

aggregate amount

short-term South

African overdraft

facility with

As of December 31,

2023, the Company had utilized ZAR

million) of this overdraft

overdraft facility may only be used

and therefore the overdraft utilized

and converted to cash to

Company’s ATMs

is considered restricted cash.

The interest rate on this facility is equal to the

The interest rate on this facility is equal to the prime rate.

22, 2024, the

through Lesaka SA,

and RMB, entered

into a Letter

to decrease the

Facility E from ZAR

billion to ZAR

million translated at exchange rates applicable as of December 31, 2023).

Connect Facilities, comprising long-term borrowings and a short-term facility

As of September 30, 2023, the

Connect Facilities include (i) an overdraft facility (general

banking facility) of ZAR

As of December 31, 2023, the Connect Facilities include (i) an overdraft facility (general banking facility) of

(of which ZAR

9 unchanged sentences

CCC Revolving

Credit Facility

million has been utilized).

4 unchanged sentences

RMB facility, comprising indirect facilities

As of September

30, 2023, the aggregate

amount of the Company’s

short-term South African

indirect credit facility

As of December

31, 2023, the

aggregate amount

of the Company’s

short-term South

African indirect credit

facility with RMB

million), which includes facilities for guarantees, letters of credit and forward exchange contracts.

approximately

million), respectively,

of its indirect and derivative facilities of

December 31, 2023

30, 2023, the

Company had utilized

million) and ZAR

respectively,

of its indirect

and derivative facilities

million (June 30,

to enable the bank to issue guarantees, letters of credit and forward exchange

contracts (refer to Note 19).

million) to enable

issue guarantees, letters of credit and forward exchange contracts (refer

Borrowings (borrowings)

South Africa (continued)

Nedbank facility, comprising short-term facilities

September 30, 2023,

the aggregate amount

of the Company’s short-term

South African

credit facility with

Nedbank Limited

As of December

31, 2023, the

aggregate amount of the

Company’s short-term South African credit

facility with Nedbank

The credit facility represents indirect and derivative facilities

million), which include guarantees, letters of credit and forward exchange

As of September 30, 2023 and June 30, 2023, the Company had utilized approximately ZAR

million) and ZAR

respectively,

million) to enable the bank to issue guarantees, letters of credit and forward

exchange contracts (refer to Note 19).

Borrowings (continued)

million), respectively, of its indirect and derivative facilities of ZAR

million (June 30, 2023:

million) to enable

the bank to issue guarantees, letters of credit and forward exchange contracts

(refer to Note 19).

Movement in short-term credit facilities

Summarized below are the

Company’s short-term facilities as of

September 30, 2023, and

the movement in

the Company’s short-

term facilities from as of June 30, 2023 to as of September 30, 2023:

Short-term facilities available as of September 30, 2023

Overdraft restricted as to use for ATM

Summarized below are the Company’s short-term facilities as

of December 31, 2023, and

the movement in the Company’s short-

term facilities from as of June 30, 2023 to as of December 31, 2023:

Short-term facilities available as of

December 31, 2023

Overdraft restricted as to use for

Indirect and derivative facilities

Movement in utilized overdraft facilities:

Movement in utilized overdraft

Restricted as to use for ATM

1 unchanged sentence

Balance as of June 30, 2023

Foreign currency adjustment

Balance as of September 30, 2023

Foreign currency

Balance as of December 31, 2023

Restricted as to use for ATM

No restrictions as to use

Interest rate as of September 30, 2023 (%)

Movement in utilized indirect and derivative facilities:

Interest rate as of December 31,

Movement in utilized indirect and

derivative facilities:

Balance as of June 30, 2023

Foreign currency adjustment

Balance as of September 30, 2023

Balance as of December 31, 2023

(1) Represents the effects of the fluctuations between the

4 unchanged sentences

Summarized below is

the movement in the

Company’s long-term

borrowing from as of

as of June 30, 2023

to as of September

the movement in

the Company’s

long-term borrowing from

June 30, 2023

to as of December

Included in current

8 unchanged sentences

Foreign currency adjustment

Closing balance as of September 30, 2023

Closing balance as of December 31,

Included in current

5 unchanged sentences

Due within 5 years

Interest rates as of September 30, 2023 (%):

Interest rates as of December 31, 2023

Base rate (%)

1 unchanged sentence

(1) Represents the effects of the fluctuations between the ZAR and the

(2) Interest on Facility G

and Facility H is calculated based

on the 3-month JIBAR in

effect from time to time

plus a margin of,

from January 1, 2023:

% for as long as

the aggregate balance under

the Facilities is greater

if the aggregate balance under the Facilities is equal to or less than ZAR

million, but greater than ZAR

if the aggregate balance under the Facilities is less than ZAR

(2) Interest on

Facility G and

Facility H was

calculated based on

the 3-month JIBAR

time plus a margin

September 30,

aggregate balance

Facilities is

aggregate balance

Facilities is equal

less than ZAR

the aggregate

balance under

the Facilities

is calculated as described above.

(3) Interest on Facility A and Facility B is calculated based on JIBAR plus a margin,

6 unchanged sentences

caption interest expense

on the condensed consolidated statement of operations during the three months ended September 30, 2023 and

on the condensed consolidated statement of operations during the three months ended December 31, 2023 and 2022, was $

million, respectively.

Prepaid facility fees amortized

included in interest expense

during the three months

ended September

Prepaid facility fees

amortized included

in interest expense

during the three

months ended December

respectively,

8 unchanged sentences

respectively,

servicing and support on

the condensed consolidated statement

of operations for the

three months ended September

servicing and support on the

condensed consolidated statement of operations

for the three months

ended December 31, 2023 and

Other payables

Summarized below is the breakdown of other payables as of September

Summarized below is the breakdown of other payables as of December

31, 2023, and June 30, 2023:

September 30,

Clearing accounts

wallet balances

-added tax payable

1 unchanged sentence

Participating merchants' settlement obligation

Other includes transactions-switching funds payable, deferred income, client

deposits and other payables.

vendor wallet

balances (previously

transactions-switching funds

2023, were previously included in Other and have been reclassified to separate captions to conform with presentation as of December

Other includes deferred income, client deposits and other payables.

Capital structure

Impact of non-vested equity shares on number of shares,

net of treasury

The following table presents a

2 unchanged sentences

unaudited condensed

consolidated statement of changes in equity as of September 30, 2023

consolidated statement of changes in

equity during the six months ended

December 31, 2023 and 2022, respectively,

and the number

of shares, net of treasury,

excluding non-vested equity shares that have not vested as of December

31, 2023 and 2022, respectively:

September 30,

Number of shares, net of treasury:

7 unchanged sentences

other comprehensive

September 30, 2023:

December 31, 2023:

Three months ended

September 30, 2023

Balance as of July 1, 2023

Movement in foreign currency translation reserve related to equity-accounted

December 31, 2023

Balance as of October 1, 2023

Release of foreign currency translation reserve related to the disposal of Finbond

equity securities (Note 5)

Release of foreign currency translation reserve related to liquidation of subsidiaries

Movement in foreign currency translation reserve

Balance as of September 30, 2023

Balance as of December 31, 2023

Accumulated other comprehensive loss (continued)

3 unchanged sentences

component during

September 30, 2022:

December 31, 2022:

Three months ended

September 30, 2022

December 31, 2022

Balance as of October 1, 2022

Release of foreign currency translation reserve related to disposal of Finbond

Movement in foreign currency translation reserve

Balance as of December 31, 2022

comprehensive

December 31, 2023:

Six months ended

December 31, 2023

Balance as of July 1, 2023

Release of foreign currency translation reserve related to disposal of Finbond

equity securities (Note 5)

Release of foreign currency translation reserve related to liquidation of subsidiaries

Movement in foreign currency translation reserve related to equity-accounted

Movement in foreign currency translation reserve

Balance as of September 30, 2022

reclassifications from accumulated other

comprehensive loss to net (loss) income

during the three months ended

September 30, 2023.

During the three months ended September 30, 2022, the Company reclassified $

million from accumulated

other comprehensive

loss (accumulated

foreign currency

translation reserve)

(refer to Note 5).

Balance as of December 31, 2023

comprehensive

December 31, 2022:

Six months ended

December 31, 2022

Balance as of July 1, 2022

Release of foreign currency translation reserve related to disposal of Finbond

Movement in foreign currency translation reserve related to equity

Movement in foreign currency translation reserve

Balance as of December 31, 2022

During the three

and six months

ended December 31,

2023, and the

three and six

months ended December

31, 2022, the

respectively,

comprehensive loss (accumulated foreign currency translation reserve) to net loss related to the disposal of shares in Finbond (refer to

comprehensive

currency translation reserve) to net loss related to the liquidation of subsidiaries.

Stock-based compensation

7 unchanged sentences

Stock option and restricted stock activity

The following table summarizes stock option activity for the three months

ended September 30, 2023 and 2022:

The following table summarizes stock option activity for the six months

ended December 31, 2023 and 2022:

Outstanding - June 30, 2023

Outstanding - September 30, 2023

Granted - December 2023

Outstanding - December 31, 2023

Outstanding - June 30, 2022

Outstanding - September 30, 2022

Outstanding - December 31, 2022

stock options

the Company’s

months ended December

These options

the first anniversary

date, provided that

continues to provide services as Executive

Chair through the vesting date.

These options will vest immediately

Mazanderani’s

employment is

terminated by

without cause

first anniversary

options may only

be exercised during

commencing from January

stock options were

awarded during each of

the three months ended

September 30, 2023 and

ended September

and 2022, respectively,

received approximately

during the three and six months ended December 31, 2022.

six months ended

Company received

respectively.

million and $

stock options.

Employees and

a non-employee

director forfeited

stock options

ended September

the exercise of

stock options, respectively.

Employees and a

employee director

stock options

were forfeited

ended September

Stock-based compensation

three and six

stock options were forfeited during the three and six months ended December 31,

assumptions noted in the

following table.

The estimated

expected volatility is calculated

based on the Company’s

750-day volatility.

The estimated

expected life

determined based

historical behavior

granted options

with similar terms.

The table below

presents the range

of assumptions used

to value stock

options granted during

the six months

ended December

31, 2023 and 2022:

Six months ended

Expected volatility

Expected dividends

Expected life (in years)

Risk-free rate

Stock-based compensation (continued)

Stock option and restricted stock activity

The following table presents stock options vested and expected to vest as of

September 30, 2023:

and expecting to vest - September 30, 2023

December 31, 2023:

and expecting to vest - December 31, 2023

These options have an exercise price range of $

The following table presents stock options that are exercisable as of September

Exercisable - September 30, 2023

stock options became exercisable during each of the three months ended September 30, 2023 and 2022.

The Company issues

new shares to satisfy stock option exercises.

The following table presents stock options that are exercisable as of December

Exercisable - December 31, 2023

During the three

months ended December

2022, respectively,

stock options became

During the six months

ended December 31, 2023 and

2022, respectively,

stock options became exercisable.

Company issues new shares to satisfy stock option exercises.

Stock-based compensation (continued)

The Company’s

Amended and Restated

Incentive Plan (“2022

Plan”) and the

vesting terms

awards granted are described in Note 17 to the Company’s audited consolidated financial statements included in its Annual Report on

Form 10-K for the year ended June 30, 2023.

Stock option and restricted stock activity (continued)

Restricted stock

The following table summarizes restricted stock activity for the three

months ended September 30, 2023 and 2022:

The following table summarizes restricted stock activity for the six

months ended December 31, 2023 and 2022:

restricted stock

average grant

date fair value

Non-vested – June 30, 2023

Non-vested – September 30, 2023

Total granted

Granted – October 2023

– November 2023

– December 2023

Non-vested – December 31, 2023

Non-vested – June 30, 2022

2 unchanged sentences

Granted – August 2022

Non-vested – September 30, 2022

Granted – November 2022

Granted – December 2022

Granted – December 2022 - performance awards

– November 2022

– December 2022

Total granted and vested

- December 2022

Granted - December 2022

- December 2022

Non-vested – December 31, 2022

Stock-based compensation (continued)

1 unchanged sentence

Restricted stock (continued)

restricted stock was awarded during the three months ended September 30, 2023.

In July 2022, the Company granted

shares of restricted

stock to employees

which have time

-based vesting conditions.

The Company agreed

basis, an employee’s

purchase of up to

million worth of the Company’s

shares of common stock

in open market purchases,

restricted stock

of restricted

stock contain

time-based vesting conditions.

In October 2023, the

Company awarded

shares of restricted stock to

an executive officer

which vest on June 30,

except if the executive officer is terminated for cause,

in which case the award will be forfeited.

In October 2023, the Company

shares of restricted stock with time-based

vesting conditions to approximately

employees, which

are subject to

the employees

continued employment

Company through

the applicable

vesting dates.

The Company also awarded

shares of restricted stock

to an executive officer

in October 2023, which

vest on June 30, 2025,

except if the executive officer is terminated for cause, in

which case the award will be forfeited.

In October 2023, the Company

shares of restricted stock to

of its executive officers

which are subject to a time-based

vesting condition and a market

and vest in full only on

the date, if any,

that the following conditions are

(1) a compounded

% appreciation in the

Company’s stock price off a base price of $

over the measurement period commencing on September 30,

2023 through November

the recipient

the condition

conditions is not satisfied, then none of the shares of restricted stock will vest and they

will be forfeited.

The Company’s closing price

on September 30, 2023, was $

which are subject to

% appreciation

period commencing on September 30, 2023 through November 17, 2026, and (2) the recipient is employed by the Company on a full-

time basis when the condition in (1) is met.

If either of these conditions is not satisfied, then none of the shares of restricted stock will

vest and they will be forfeited.

The Company’s

closing price on September 30, 2023, was $

The appreciation levels (times and price) and vesting percentages as of each

12 unchanged sentences

times higher (i.e.

approximately

employees continued

employment with

vesting dates.

The Company has not yet determined the fair value of these shares of restricted

stock awarded in October 2023.

The fair value

of these shares

of restricted

stock was calculated

using a Monte

Carlo simulation.

scenarios where

do not vest, the final vested value at maturity is zero.

In scenarios where vesting occurs, the final vested value on maturity is the share

vesting date.

In its calculation

restricted stock,

equally weighted

volatility of

discounting based

dollar overnight

future dividends.

The equally weighted volatility was extracted from the time series for closing prices as the standard deviation of log

prices for the

preceding the grant date.

respectively,

employees and

officer which

-based vesting

December 2022,

shares of restricted stock to executive

officers which contained time and

performance-based (market conditions related to

performance) vesting conditions.

The Company also agreed

to match, on a

-for-one basis, (1) an employee’s purchase of up to

million worth of

the Company’s shares of common

stock in open

market purchases, and

in August 2022,

the Company granted

shares of restricted

employee, and (2)

another employee’s

purchase of up

shares of the

Company’s common

Company granted

restricted stock

stock contain

time-based vesting

Company awarded

which vested on the date of the award.

shares of restricted stock

awarded to executive officers

are subject to a

time-based vesting condition

condition and vest

if any, that the

following conditions are

compounded annual

% appreciation

December 1, 2025, and (2) the recipient is employed by the Company on a full-time basis when the condition in (1) is

these conditions is not satisfied, then none of the shares of

restricted stock will vest and they will be

The Company’s closing

price on December 1, 2022, was $

The appreciation levels (times and price) and vesting percentages as of each

period ended are as follows:

Prior to the first anniversary of the grant date:

Fiscal 2024, stock price as of December 1, 2023 is

times higher (i.e.

or higher) than $

Fiscal 2025, stock price as of December 1, 2024 is

times higher (i.e.

or higher) than $

Fiscal 2026, stock price as of December 1, 2025 is

times higher (i.e.

The fair value

of these shares

of restricted

stock was calculated

using a Monte

Carlo simulation.

scenarios where

do not vest, the final vested value at maturity is zero.

In scenarios where vesting occurs, the final vested value on maturity is the share

vesting date.

In its calculation

restricted stock,

equally weighted

volatility of

discounting based

dollar overnight

future dividends.

The equally weighted volatility was extracted from the time series for closing prices as the standard deviation of log

prices for the three years preceding the grant date.

Stock-based compensation (continued)

Stock option and restricted stock activity (continued)

Restricted stock (continued)

As fully described in Note 17 to

the Company’s audited consolidated financial statements included in its Annual Report on Form

year ended June

30, 2023, the

Company granted

advisor during the

three months ended

30, 2022 which were ineligible for transfer until the earlier of December

31, 2022, or the occurrence of the agreed event.

10-K for the year ended June 30, 2023, the Company granted a further

shares to an advisor during the three and six

respectively,

occurrence of the agreed event.

In July 2023,

shares of restricted

stock granted to

Meyer vested.

shares of restricted stock granted

In November and

December 2023, an aggregate

shares of restricted stock granted

to employees vested.

Certain employees

shares to be withheld to satisfy

the withholding tax liability on the vesting of their shares.

shares have been included in the Company’s treasury

shares of restricted

stock granted

the withholding

and he elected

satisfy the withholding tax liability on the vesting of these shares.

In November and December 2022, an aggregate of

restricted stock granted

to employees vested

and they elected for

shares to be withheld

to satisfy the withholding

tax liability

shares have been included in the Company’s

treasury shares.

termination of employment with the Company.

shares of restricted stock were forfeited during the three months ended September

Stock-based compensation (continued)

on the vesting of these shares.

) shares have been included in our treasury shares.

respectively,

restricted stock following their termination of employment with

shares of restricted stock were forfeited during the

three and six months ended December 31, 2022.

Stock-based compensation charge and unrecognized compensation

The Company recorded a stock-based compensation charge, net during the three months ended September 30, 2023 and 2022, of

The Company recorded a stock-based compensation charge, net during the three months ended December 31, 2023 and 2022, of

million and $

6 unchanged sentences

administration

Three months ended September 30, 2023

Three months ended December 31, 2023

Stock-based compensation charge

2 unchanged sentences

Total - three months

ended September 30, 2023

Three months ended September 30, 2022

ended December 31, 2023

Three months ended December 31, 2022

Stock-based compensation charge

Total - three months

ended September 30, 2022

ended December 31, 2022

Stock-based compensation (continued)

Stock-based compensation charge and unrecognized compensation

cost (continued)

recorded a stock-based

compensation charge,

the six months

ended December 31,

2023 and 2022,

million and $

million respectively, which

Allocated to cost

of goods sold, IT

servicing and

selling, general

administration

Six months ended December 31, 2023

Stock-based compensation charge

Reversal of stock compensation charge related to stock

options forfeited

Total - six months ended

December 31, 2023

Six months ended December 31, 2022

Stock-based compensation charge

Total - six months ended

December 31, 2022

The stock-based compensation charges

3 unchanged sentences

cash compensation paid to the relevant employees.

September 30,

total unrecognized

compensation cost

stock options

was approximately

approximately

compensation cost related

to restricted stock

awards was approximately

million, which the

Company expects to

recognize over

approximately

September 30,

2023, respectively,

approximately $

December 31, 2023,

the total unrecognized

compensation cost related

to restricted

stock awards was $

million, which the Company expects to recognize over

As of December 31, 2023,

and June 30, 2023, respectively,

the Company recorded a

deferred tax asset of $

million and $

million, related to the stock-based compensation charge recognized related to employees of Lesaka.

As of September

respectively,

approximately

million, related to the deferred tax asset because it does not believe that the stock-based

compensation deduction would be utilized as

the difference

market value on the date

of exercise by the

option recipient and the exercise price

from income subject to taxation

in the United States.

million, related

stock-based compensation

charge recognized

June 30, 2023, respectively,

the Company recorded a valuation allowance of $

million and $

million, related to the deferred tax

asset because

stock-based compensation

deduction would

be utilized as

not anticipate

sufficient taxable income in the United States.

deducts the difference between the market

value on the date of exercise

by the option recipient and the exercise price from income subject to taxation in

the United States.

(Loss) Earnings per share

8 unchanged sentences

adjustments to the

carrying value of the redeemable common stock during

the three months ended September 30, 2023 and 2022.

class method presented below does not include the impact of

any redemption.

The Company’s redeemable common stock is described

in Note 14 to the Company’s audited consolidated financial statements included in

its Annual Report on Form 10-K for

the year ended

June 30, 2023.

carrying value

of the redeemable

during the three

and six months

ended December 31,

2023 and 2022.

the two-class method

presented below does

not include the impact

of any redemption.

The Company’s

redeemable common stock

described in Note 14 to the Company’s

audited consolidated financial statements included in its Annual Report on Form 10-K

year ended June 30, 2023.

Basic (loss) earnings per share

8 unchanged sentences

Basic (loss) earnings

has been calculated using the two-class

method and basic (loss) earnings per share

for the three months ended September

reflects only undistributed earnings.

The computation below of basic (loss) earnings per

share excludes the net loss attributable

to shares of unvested

restricted stock (participating

non-vested restricted stock)

from the numerator

and excludes the dilutive

of these unvested shares of restricted stock from the denominator.

has been calculated using

the two-class method and

basic (loss) earnings per

share for the three

and six months ended

2022, reflects

only undistributed

computation below

(loss) earnings

(participating

dilutive impact of these unvested shares of restricted stock from the denominator.

Diluted (loss)

11 unchanged sentences

shares of common stock

from the calculation of

diluted loss per share during

the three months ended

from the calculation of diluted

loss per share during

the six months ended

2023 and 2022, because the effect would be antidilutive.

11 unchanged sentences

Three months ended

September 30,

Six months ended

(in thousands except

per share data)

Net loss attributable to Lesaka

Undistributed (loss) earnings

Percent allocated to common shareholders (Calculation 1)

Numerator for (loss) earnings per share:

Undistributed loss

Percent allocated to common shareholders

(Calculation 1)

Numerator for loss per share:

basic and diluted

Denominator for basic (loss) earnings per share:

Weighted-average

common shares outstanding

Denominator for diluted (loss) earnings per share:

adjusted weighted

common shares outstanding and assuming conversion

(Loss) Earnings per share:

weighted-average common shares outstanding

Effect of dilutive securities:

Denominator for diluted (loss) earnings

adjusted weighted average

common shares outstanding and assuming

Loss per share:

(Calculation 1)

Basic weighted-average common shares outstanding (A)

Basic weighted-average common shares outstanding and unvested restricted

Basic weighted-average common shares

outstanding (A)

Basic weighted-average common shares

outstanding and unvested restricted shares

expected to vest (B)

3 unchanged sentences

outstanding during

the three months

ended September

included in the

computation of

diluted (loss) earnings

the computation

(loss) earnings

per share because the

7 unchanged sentences

per share were outstanding

the three months ended September

30, 2022, respectively, but were not included in

the computation of diluted (loss)

earnings per share

the three months ended December 31, 2022, respectively, but were not included in

the computation of diluted (loss) earnings per share

options’ exercise

6 unchanged sentences

expire at various dates through February 3, 2032, were still outstanding

as of September 30, 2023.

as of December 31, 2023.

Supplemental cash flow information

The following table presents supplemental cash flow disclosures for

the three months ended September 30, 2023 and 2022:

The following

table presents

ended December

Three months ended

September 30,

Six months ended

Cash received from interest

2 unchanged sentences

Supplemental cash flow information (continued)

The following table presents supplemental cash flow disclosure related to leases for the three months ended September 30, 2023

Disaggregation of cash, cash equivalents and restricted

Cash, cash equivalents and restricted

cash included on the Company’s unaudited condensed consolidated statement of

includes restricted cash

related to cash

withdrawn from the

debt facilities to

This cash may

considered restricted

classified as

restricted cash.

equivalents and

cash also includes cash in certain bank accounts that has

been ceded to Nedbank.

As this cash has been pledged

and ceded it may not

restricted as

and therefore

is classified

as restricted

information regarding the

Company’s facilities.

The following

table presents the

disaggregation of cash,

cash equivalents and

cash as of December 31, 2023 and 2022, and June 30, 2023:

June 30, 2023

Cash and cash equivalents

Restricted cash

Cash, cash equivalents and restricted cash

The following

table presents supplemental

cash flow disclosure

related to leases

six months ended

31, 2023 and 2022:

Three months ended

September 30,

Cash paid for amounts included in the measurement of lease liabilities

Six months ended

Cash paid for amounts included in the measurement of

lease liabilities

Operating cash flows from operating leases

Right-of-use assets obtained in exchange for lease obligations

Right-of-use assets obtained in exchange for lease

Operating leases

3 unchanged sentences

reconciliation

reportable segments for the three months ended September 30, 2023:

reportable segments for the three months ended December 31, 2023:

Processing fees

12 unchanged sentences

Revenue recognition (continued)

Disaggregation of revenue (continued)

disaggregated

reconciliation

reportable segments for the three months ended September 30, 2022:

reportable segments for the three months ended December 31, 2022:

Processing fees

11 unchanged sentences

Rest of world

disaggregated

reconciliation

reportable segments for the six months ended December 31, 2023:

Processing fees

Rest of world

Telecom products

Rest of world

Lending revenue

Interest from customers

Insurance revenue

Account holder fees

Rest of world

Total revenue, derived

from the following geographic locations

Rest of world

Revenue recognition (continued)

Disaggregation of revenue (continued)

disaggregated

reconciliation

reportable segments for the six months ended December 31, 2022:

Processing fees

Rest of world

Telecom products

Rest of world

Lending revenue

Interest from customers

Insurance revenue

Account holder fees

Rest of world

Total revenue, derived

from the following geographic locations

Rest of world

These leasing

12 unchanged sentences

locations which it leases for a period

The Company’s operating lease expense during the three months ended September 30, 2023 and 2022 was $

The Company’s operating lease expense during the three months ended

December 31, 2023 and 2022 was $

million, respectively.

The Company’s operating lease expense during the

six months ended December 31, 2023 and 2022 was $

million and $

million, respectively.

arrangements,

4 unchanged sentences

the three months ended

September 30, 2023 and 2022, was $

December 31, 2023

and 2022, was $

million and $

million, respectively.

The Company’s

short-term lease expense

six months ended December 31, 2023 and 2022, was $

million and $

million, respectively.

The following table presents supplemental balance

1 unchanged sentence

Company’s right-of-use assets and its operating

lease liabilities as of September 30, 2023 and June 30, 2023:

September 30,

lease liabilities as of December 31, 2023 and June 30, 2023:

Right of use assets obtained in exchange for lease obligations:

3 unchanged sentences

discount rate (percent)

Leases (continued)

The maturities of the Company’s

operating lease liabilities as of September 30, 2023, are presented below:

operating lease liabilities as of December 31, 2023, are presented below:

Maturities of operating lease liabilities

ended June 30,

2024 (excluding three months to September 30, 2023)

2024 (excluding six months to December 31, 2023)

Total undiscounted

11 unchanged sentences

A description of the Company’s operating segments is contained in

to the Company’s

the Company’s

audited consolidated

4 unchanged sentences

(1) Consumer Division (“Consumer”) and (2) Merchant Division (“Merchant”).

Operating segments

Operating segments (continued)

The reconciliation of the

reportable segment’s revenue to revenue from external

customers for the three

months ended September

The reconciliation of the reportable segment’s revenue to revenue from external customers for the three months ended December

31, 2023 and 2022, is as follows:

Total for the three

months ended September 30, 2023

months ended December 31, 2023

Total for the three

months ended September 30, 2022

(“EBITDA”), adjusted for items mentioned

in the next sentence

(“Segment Adjusted EBITDA”).

does not allocate

off items, stock-based compensation

charges, certain lease

charges (“Lease adjustments”), depreciation

and amortization, impairment

of goodwill or other intangible

assets, other items (including gains

or losses on disposal

of investments, fair value adjustments

securities), interest income, interest expense, income tax

expense or loss from equity-accounted investments

to its reportable segments.

Group costs generally include:

employee related costs in relation to employees specifically hired for group roles and related directly to

managing the US-listed entity;

expenditures related

to compliance with the Sarbanes-Oxley

non-employee directors’ fees;

recurring expense

items, including

costs related

to acquisitions

and transactions

consummated or

ultimately not

for currency adjustments

represents foreign currency

mark-to-market adjustments on

certain intercompany accounts.

adjustments reflect

lease charges

compensation adjustments

reflect stock-based

compensation expense

the calculation

as reconciling

reportable segments’ Segment Adjusted EBITDA to the Company’s

loss before income tax expense.

months ended December 31, 2022

Operating segments (continued)

The reconciliation of

the reportable segments’

measures of profit or

loss to loss before

income tax expense for

the three months

ended September 30, 2023 and 2022, is as follows:

the reportable segment’s

revenue to revenue from

external customers for the

six months ended December

31, 2023 and 2022, is as follows:

Total for the six months ended

December 31, 2023

Total for the six months ended

December 31, 2022

(“EBITDA”), adjusted for items mentioned in the next sentence (“Segment Adjusted EBITDA”), the Company’s reportable segments’

allocate once

items, stock-based

certain lease

(“Lease adjustments”), depreciation

and amortization, impairment of

goodwill or other intangible

assets, other items (including

or losses on disposal of investments, fair value adjustments to equity securities), interest income, interest expense, income tax expense

or loss from equity-accounted investments to its reportable segments.

generally include:

employee related costs in relation

to employees specifically hired

for group roles

and related directly

to managing the

US-listed entity;

expenditures related

to compliance

with the Sarbanes

-employee directors’

US-listed related audit

and officer’s

insurance premiums.

items represents non-recurring

expense items, including

costs related to

acquisitions and

transactions consummated

or ultimately not

Unrealized loss

FV for currency

adjustments represents foreign

currency mark-

compensation adjustments reflect stock-based compensation expense and are both excluded from the calculation of Segment Adjusted

Company’s loss before income

The reconciliation of the reportable

segments’ measure of profit or

loss to loss before income taxes

for the three and six months

ended December 31, 2023 and 2022, is as follows:

Three months ended

September 30,

Six months ended

Reportable segments' measure of profit or loss

12 unchanged sentences

Operating segments (continued)

The following

tables summarize

in accordance

September 30, 2023 and 2022:

The following tables summarize

supplemental segment information

for the three and six months

ended December 31, 2023 and

Three months ended

September 30,

Six months ended

Total reportable segment

5 unchanged sentences

Operating segments

includes retrenchment costs of $

million) for the three months ended September 30, 2023.

Adjusted EBITDA

includes retrenchment

EBITDA for Merchant

includes retrenchment costs

million) and Consumer

includes retrenchment costs

million) for the six months ended December 31, 2023.

information as

7 unchanged sentences

of all, rather than

any one, of the

any one, of the segments.

The Company does

20 unchanged sentences

in the enacted

rate, if and when applicable, on the opening balance of deferred tax assets

and liabilities is also included in the tax charge as a discrete

rate, if and when applicable, on the opening balance of deferred tax assets and liabilities

is also included in the tax charge as a discrete

event in the interim period in which the enactment date occurs.

For the three months ended September 30, 2023, the Company’s

effective tax rate was impacted by the tax expense recorded

non-deductible

South African

businesses and

the associated

allowances created

recorded by the Company’s

profitable South African operations,

non-deductible expenses, the

on-going losses incurred

by certain of

the Company’s South African businesses and the associated valuation allowances created related to the deferred tax assets recognized

regarding net operating losses incurred by these entities.

For the three months ended September 30, 2022, the Company’s

effective tax rate was impacted by the tax expense recorded

non-deductible

South African

businesses and

the associated

allowances created

recorded by the Company’s

profitable South African operations,

non-deductible expenses, the

on-going losses incurred by

the Company’s South African businesses and the associated valuation allowances created related to the deferred tax assets recognized

regarding net operating losses incurred by these entities.

Income tax (continued)

Uncertain tax positions (continued)

The Company had

Uncertain tax positions

significant uncertain

1 unchanged sentence

the three months

ended September 30,

2023, and therefore,

ended December

31, 2023, and

therefore, the

accrued interest related to uncertain tax positions

9 unchanged sentences

federal jurisdiction.

As of September 30, 2023, the Company’s

South African subsidiaries are no longer subject to income

As of December 31,

2023, the Company’s South

African subsidiaries are no longer subject to income

tax examination

20 unchanged sentences

its business.

applicable as of September 30, 2023) thereby utilizing part of the Company’s short-term facilities.

applicable as of December 31, 2023) thereby utilizing part of the Company’s

short-term facilities.

The Company pays commission of

7 unchanged sentences

million, translated

applicable as of September 30, 2023) thereby utilizing part of the Company’s short-term facilities.

applicable as of December 31, 2023) thereby utilizing part of the Company’s

short-term facilities.

The Company pays commission of

4 unchanged sentences

third parties.

The Company has not recognized any obligation related to these

guarantees in its consolidated balance sheet as of September 30,

The Company has not recognized any obligation related to these guarantees in its consolidated balance sheet as of December 31,

potential amount that

4 unchanged sentences

rates applicable

September 30,

accounts to Nedbank as

3 unchanged sentences

million, translated

The guarantees

derivative facilities in the Company’s

9 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements