What changed in this filing

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Item 1. Financial Statements

2024-05-08 compared with 2024-02-06 · 895 added, 682 removed, 1909 unchanged (45% of the section changed)

13 unchanged sentences

Total current assets

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

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

OPERATING LEASE RIGHT-OF-USE (Note 16)

22 unchanged sentences

COMMON STOCK (Note 10)

Issued and outstanding shares, net of treasury - December:

Issued and outstanding shares, net of treasury - March:

PREFERRED STOCK

14 unchanged sentences

Three months ended

Six months ended

Nine months ended

(In thousands, except per share

4 unchanged sentences

Depreciation and amortization

Transaction costs related to Adumo acquisition (Note 20)

OPERATING INCOME (LOSS)

5 unchanged sentences

INTEREST EXPENSE

LOSS BEFORE INCOME TAX EXPENSE

INCOME TAX EXPENSE (Note 18)

LOSS BEFORE INCOME TAX EXPENSE (BENEFIT)

INCOME TAX EXPENSE (BENEFIT) (Note 18)

NET LOSS BEFORE EARNINGS (LOSS) FROM EQUITY-

9 unchanged sentences

Three months ended

Six months ended

Nine months ended

(In thousands)

Other comprehensive income (loss), net of taxes

Other comprehensive (loss) income, net of taxes

Movement in foreign currency translation reserve

7 unchanged sentences

income (loss), net of

Comprehensive income (loss)

Comprehensive income (loss) attributable to

Comprehensive loss

Comprehensive loss attributable to Lesaka

See Notes to Unaudited Condensed Consolidated Financial Statements

4 unchanged sentences

comprehensive

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

in thousands)

Balance – October 1, 2022

For the three months ended March 31, 2023 (dollar amounts in thousands)

Balance – January 1, 2023

( 24,956,854 )

3 unchanged sentences

Stock-based compensation charge

Reversal of stock-based compensation

charge (Note 12)

Stock-based compensation charge

1 unchanged sentence

Other comprehensive income (Note

Balance – December 31, 2022

Balance – March 31, 2023

( 24,994,799 )

For the six months ended December 31, 2022 (dollar

amounts in thousands)

For the nine months ended March 31, 2023 (dollar amounts in

Balance – July

9 unchanged sentences

Other comprehensive loss (Note 11)

Balance – December 31, 2022

Balance – March 31, 2023

( 24,994,799 )

5 unchanged sentences

comprehensive

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

in thousands)

Balance – October 1, 2023

For the three months ended March 31, 2024 (dollar amounts in thousands)

Balance – January 1, 2024

( 25,295,261 )

7 unchanged sentences

related to equity-accounted investment

Other comprehensive income (Note

Balance – December 31, 2023

Other comprehensive loss (Note 11)

Balance – March 31, 2024

( 25,297,772 )

For the six months ended December 31, 2023 (dollar

amounts in thousands)

For the nine months ended March 31, 2024 (dollar amounts in

Balance – July 1,

9 unchanged sentences

Other comprehensive income (Note

Balance – December 31, 2023

Balance – March 31, 2024

( 25,297,772 )

3 unchanged sentences

Three months ended

Six months ended

Nine months ended

(In thousands)

12 unchanged sentences

Dividends received from equity-accounted investments

(Increase) Decrease in accounts receivable

Decrease (Increase) in accounts receivable

Increase in finance loans receivable

1 unchanged sentence

Increase in accounts payable and other payables

(Decrease) Increase in taxes payable

Increase in taxes payable

Decrease in deferred taxes

8 unchanged sentences

Net change in settlement assets

Net cash provided by (used in) investing activities

Net cash (used in) provided by investing activities

Cash flows from financing activities

7 unchanged sentences

Net change in settlement obligations

Net cash provided by financing activities

Net cash (used in) provided by financing activities

Effect of exchange rate changes on cash and cash equivalents

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

Net (decrease) increase 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 and six months ended December 31, 2023 and 2022

for the three and nine months ended March 31, 2024 and 2023

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

15 unchanged sentences

Quarterly Reports

include all of

the information and

disclosures required

for interim financial

of operations

for the three

months ended December 31, 2023 and

include all of the information and

disclosures required for interim financial reporting.

The results of operations for the

three and nine

months ended March 31, 2024 and

2023, 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.

The Company believes that the

disclosures are adequate to make the information presented not misleading.

accounting policies and financial notes thereto included in the

118 unchanged sentences

Recent accounting pronouncements not yet adopted

as of December 31, 2023

as of March 31, 2024

requirements,

32 unchanged sentences

The Company’s accounts receivable,

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

the table below:

net, and other receivables as of March 31, 2024, and June 30, 2023, are presented in the

Accounts receivable, trade, net

7 unchanged sentences

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

December 2023:

Current portion of total held to maturity investments

42 unchanged sentences

account in distress

Subsequent recovery from distressed accounts are generally limited.

Subsequent recovery from distressed accounts is generally

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 six months ended December 31, 2023.

the nine months ended December 31, 2023.

The Company has not yet received the outstanding $

million related to the sale of the

million loan, and continues to engage with the purchaser to recover the outstanding

Investment in

3 unchanged sentences

investment in a note which was

due to mature

in August 2022 and

forms part of

due to mature in August 2022 and forms part of Cell C’s

capital structure.

carrying value as of

each of December 31,

June 30, 2023, respectively was $

Other receivables includes prepayments, deposits, income taxes receivable

and other receivables.

The carrying value as of each of March 31, 2024, and June

30, 2023, respectively was $

Other receivables include prepayments, deposits, income taxes receivable and

other receivables.

Contractual maturities of held to maturity investments

Summarized below is the contractual maturity of the Company’s

held to maturity investment as of December 31, 2023:

held to maturity investment as of March 31, 2024:

Due in one year or less

11 unchanged sentences

The Company’s finance

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

in the table below:

loans receivable, net, as of March 31, 2024, and June 30, 2023, is presented in the table below:

Microlending finance loans receivable, net

18 unchanged sentences

lending activities

Certain merchant finance loans receivable with an aggregate balance

million as of December 31, 2023 have been pledged as

Certain merchant

finance loans

aggregate balance

security for the Company’s

34 unchanged sentences

lifetime loss

The performing

component (that

is, outstanding

loan payments

not in arrears) of the book exceeds more than

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

rate as of each of July 1, 2023 and March 31, 2024, was

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

arrears) of the book exceeds more than

% of outstanding lending book as of March 31, 2024.

Merchant finance loans receivable

27 unchanged sentences

loss rate with the

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-

month-end outstanding lending

The lifetime loss

rate as of each

of July 1, 2023

was approximately

component (that

1 unchanged sentence

loan payments

arrears), under-

component (that

is, outstanding

loan payments

and non-performing

4 unchanged sentences

respectively,

outstanding lending book as of December 31, 2023.

outstanding lending book as of March 31, 2024.

The Company’s inventory

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

comprised the following categories as of March 31, 2024, and June 30, 2023:

Raw materials

1 unchanged sentence

Finished goods

respectively,

airtime inventory that was previously

classified as finished goods subject

to sale restrictions.

In support of

Cell C’s liquidity

and pursuant to

recapitalization process, the

Company limited the

resale of this airtime

to its own distribution

As of March 31,

2024 and June 30, 2023,

finished goods includes $

million and $

million, respectively,

of Cell C airtime

previously classified

goods subject

restrictions.

liquidity position

recapitalization

September 30, 2022, Cell C

87 unchanged sentences

transactions only

financial institutions

equivalent) or better, as determined by credit

99 unchanged sentences

the fair value of

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

its investment in Cell C

as of March 31,

2024 and June 30, 2023,

respectively,

and valued Cell C at $

of December 31, 2023, and

June 30, 2023, respectively.

The Company incorporates the payments

under Cell C’s

lease liabilities into

flow forecasts

2023, respectively.

incorporates the

payments under

lease liabilities

cash flow forecasts

C’s deferred tax assets

would be utilized

forecast period.

Company has increased

marketability

shareholding percentage

market conditions.

utilized the latest

business plan

the reduction

shareholding percentage from

% as well as current market conditions.

The Company utilized the latest revised business plan

management for

3 unchanged sentences

rate to reflect the Company’s

assessment of risk to Cell C achieving its

business plan.

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

assessment of risk to Cell C achieving its business plan.

The following key valuation inputs were used as of March 31, 2024

and June 30, 2023:

8 unchanged sentences

% as of June 30, 2023)

Net adjusted external debt - December 31, 2023:

Net adjusted external debt - March 31, 2024:

billion), no lease liabilities included

2 unchanged sentences

(1) translated from ZAR to U.S.

dollars at exchange rates applicable as of December

dollars at exchange rates applicable as of March 31,

(2) translated from ZAR to U.S.

1 unchanged sentence

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

Cell C investment of a 1.0% increase and 1.0%

decrease in the

the EBITDA margins

respectively used

31, 2023, all

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

Cell C investment of a 1.0% decrease and 1.0%

translated at exchange rates applicable as of March 31, 2024:

Sensitivity for fair value of Cell C investment

2 unchanged sentences

EBITDA margin

The fair value of the

Cell C shares as of March

31, 2024, represented

the Company’s

total assets,

The Company expects

to hold these

shares for an

extended period of

time and that

be short-term equity

price volatility

with respect to these shares particularly given that Cell C remains in a turnaround

% of the Company’s

total assets, including these

The Company expects to hold these shares for an extended period of time and that there will be short-term equity price volatility with

respect to these shares particularly given that Cell C remains in a turnaround

Fair value of financial instruments (continued)

7 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 December 31, 2023, and June 30,

The following table

Company’s assets measured at

fair value on

of December 31,

2023, according

outstanding foreign exchange contracts as of March 31, 2024, and June 30, 2023.

The following table presents

the Company’s

assets measured at fair value

on a recurring basis as

of March 31, 2024,

to the fair value hierarchy:

26 unchanged sentences

Total assets at fair value

There have been

transfers in or out of Level

3 during the three and nine

months ended March 31, 2024 and 2023,

respectively.

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

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

3, during the nine months ended March 31, 2024 and 2023.

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 six months ended December 31, 2023:

categorized within Level 3, during the nine months ended March 31, 2024:

Carrying value

1 unchanged sentence

Foreign currency adjustment

Balance as of December 31, 2023

Balance as of March 31, 2024

(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 December 31, 2022:

categorized within Level 3, during the nine months ended March 31, 2023:

Carrying value

1 unchanged sentence

Foreign currency adjustment

Balance as of December 31, 2022

Balance as of March 31, 2023

foreign currency

29 unchanged sentences

Equity-accounted investments

The Company’s

ownership percentage in its equity-accounted

investments as of December 31,

2023, and June 30, 2023, was as

equity-accounted

Finbond Group Limited (“Finbond”)

23 unchanged sentences

proceeds received

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

facilities, refer to Note 8.

million) were used to repay capitalized interest under our borrowing facilities, refer

Sale of Finbond shares during the three

and six months ended December 31, 2023

2022, respectively,

and recorded a loss of $

and nine months ended March 31, 2023

2023, respectively, and recorded a loss

million and $

million, which is included in the

caption net gain on disposal of

equity-accounted investments in the Company’s

million, which is included

in the caption net

gain on disposal of

accounted investments in the Company’s

unaudited condensed consolidated statements of operations.

2 unchanged sentences

the calculation

shares during

December 31, 2023:

Finbond shares

March 31, 2024 and 2023:

Three months ended

Six months ended

Nine months ended

Loss on disposal of Finbond shares:

7 unchanged sentences

Finbond impairments recorded

during the six months ended December 31, 2023

during the nine months ended March 31, 2024

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 six months ended December 31, 2022

during the nine months ended March 31, 2023

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.

6 unchanged sentences

carrying value (before the impairment).

The Company observed continued

observed continued

limited trading in Finbond

26 unchanged sentences

under the binding term sheet.

The Company received $

million on closing and the outstanding balance due by Etobicoke is expected to be paid

million on September 30, 2023 (the

amount was received in October 2023),

and (ii) the remaining amount,

in March 2024.

amounts are included

in the caption accounts

receivable, net and other

receivables in the Company’s

condensed consolidated balance sheet as of December

The Company has allocated the $

million received to the sale of

the equity interest and will allocate the funds received first to the sale of the equity

interest and then to the loans.

The Company currently

believes that the fair

value of the Carbon

shares provided as security

(zero), which is

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

doubtful loans receivable related to the $

million due from

The Company did not incur any significant

million on September 30, 2023 (the amount was received in October 2023), and (ii) the remaining amount, of $

million in March 2024 (the amount has not been received as of March 31, 2024 (refer

Both amounts were included in the

caption accounts

receivable, net and

other receivables in

the Company’s

unaudited condensed

consolidated balance

subsequent funds received first to the sale of the equity interest and then to the loans.

believed that

shares provided

(zero), which

carrying value as

of June 30, 2022,

and created an allowance

for doubtful loans receivable

related to the $

million previously due

from Etobicoke.

incur any significant

transaction costs.

The Company has included the gain of $

million related

the Carbon equity

interest in the

caption net gain

on disposal of

equity-accounted investments

Company’s unaudited

condensed consolidated statements of operations.

related to the sale of the Carbon equity interest 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 of the gain on disposal of Carbon

18 unchanged sentences

investments during

the six months ended December 31, 2023:

the nine months ended March 31, 2024:

Investment in equity

8 unchanged sentences

Foreign currency adjustment

Balance as of December 31, 2023

Balance as of March 31, 2024

(1) Includes Sandulela,

8 unchanged sentences

Other long-term assets

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

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

31, 2024, and June 30, 2023:

18 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 December 31, 2023:

maturity investments as of March 31, 2024:

Equity securities:

13 unchanged sentences

Summarized below is the movement in the carrying value of goodwill

for the six months ended December 31, 2023:

for the nine months ended March 31, 2024:

Balance as of June 30, 2023

Foreign currency adjustment

Balance as of December 31, 2023

Balance as of March 31, 2024

(1) – The foreign currency adjustment represents the effects

6 unchanged sentences

Foreign currency adjustment

Balance as of December 31, 2023

Balance as of March 31, 2024

(1) The foreign

9 unchanged sentences

of intangible assets as

of December 31,

2024, and June

As of December 31, 2023

As of March 31, 2024

As of June 30, 2023

6 unchanged sentences

Aggregate amortization

expense on the

finite-lived intangible

assets for the

ended December

expense on the finite-lived

intangible assets for the

three months ended March

31, 2024 and 2023,

million and $

million, respectively.

Aggregate amortization expense on the

finite-lived intangible assets for

the six months

ended December

Aggregate amortization

expense on the

finite-lived intangible assets

ended March 31, 2024 and 2023, was $

million and $

million, respectively.

Future estimated

annual amortization

five fiscal years

and thereafter,

Future estimated annual amortization expense for

the next five

fiscal years and

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,

is presented in

the table below.

acquisitions,

exchange rate fluctuations and other relevant factors.

Fiscal 2024 (six months ended December 31, 2023)

Fiscal 2024 (three months ended March 31, 2024)

estimated annual amortization expense

1 unchanged sentence

Reinsurance assets and policyholder liabilities under insurance contracts

Summarized below

reinsurance assets

and policyholder

liabilities under

insurance contracts

months ended December 31, 2023:

Summarized below is

the movement in reinsurance

assets and policyholder

liabilities under insurance

contracts during the

months ended March 31, 2024:

Balance as of June 30, 2023

Increase in policy holder benefits under insurance contracts

Claims and decrease in policyholders’ benefits under insurance

Claims and decrease in policyholders’ benefits under insurance contracts

Foreign currency adjustment

Balance as of December 31, 2023

Balance as of March 31, 2024

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

15 unchanged sentences

Assets and policyholder liabilities under investment contracts

Summarized below is the movement

in assets and policyholder

liabilities under investment contracts during

the six months ended

December 31, 2023:

under investment

ended March 31, 2024:

Balance as of June 30, 2023

2 unchanged sentences

Foreign currency adjustment

Balance as of December 31, 2023

Balance as of March 31, 2024

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

9 unchanged sentences

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

March 31, 2024,

The prime rate,

the benchmark rate at

which private sector banks

lend to the public

in South Africa, on

March 31, 2024, was

Borrowings (borrowings)

2 unchanged sentences

Long-term borrowings - Facility G and Facility H

revolving credit facility.

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

As of March 31, 2024, the Company had not utilized any of its ZAR

million Facility G revolving credit facility.

rate on this facility as of March 31, 2024, was JIBAR plus

On November 24, 2023, the Company,

20 unchanged sentences

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

margin, which

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 greater than 3.50x;

is less than 3.50x but greater than 2.75x;

% if the LTL ratio is less than 2.75x but greater than 1.75x;

ratio is less than 1.75x.

but greater than 1.75x;

% if the LTL ratio

is less than 1.75x.

The Company used cash proceeds

1 unchanged sentence

sale of Finbond shares (refer

to repay capitalized interest under Facility G and Facility H.

during the nine months ended March 31, 2024, to repay capitalized interest under

Facility G and Facility H.

Available short-term facility -

aggregate amount

short-term South

African overdraft

facility with

As of December 31,

2023, the Company had utilized ZAR

As of March 31, 2024,

the aggregate amount of

the Company’s

short-term South African overdraft

facility with RMB was ZAR

31, 2024, 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

This overdraft facility

fund ATMs and therefore the

overdraft utilized and

converted to cash

is considered restricted cash.

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).

The interest rate on this facility is equal to the

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

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

(of which ZAR

million has been utilized);

(ii) Facility A of

(iii) Facility B of ZAR

million (both fully

As of March 31, 2024, the Connect Facilities include (i) an overdraft facility (general banking facility) of ZAR

million has been

Facility A of

(iii) Facility

million (both

and (iv) an asset-backed facility of ZAR

3 unchanged sentences

long-term borrowings

CCC Revolving

million has been utilized).

Interest on the Revolving Credit Facility

is payable on the last business

day of each calendar month

based on the South African prime rate in effect from time to time plus

As of March 31, 2024,

the amount of the CCC Revolving

Credit Facility was ZAR

million (of which ZAR

has been utilized).

Interest on the Revolving Credit Facility is payable on the last

business day of each calendar month and is based on

the South African prime rate in effect from time to time plus a margin

RMB facility, comprising indirect facilities

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.

December 31, 2023

30, 2023, the

Company had utilized

As of March 31, 2024,

the aggregate amount of

the Company’s

short-term South African indirect

credit facility with RMB was

which includes

facilities for

exchange contracts.

March 31, 2024 and June

30, 2023, the Company had

million) and ZAR

8 unchanged sentences

Nedbank facility, comprising short-term facilities

As of December

31, 2024, the

aggregate amount of the

Company’s short-term South African credit

facility with Nedbank

aggregate amount of

the Company’s

short-term South African

credit facility

with Nedbank Limited

The credit facility represents indirect and derivative facilities

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

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

As of March 31,

2024 and June 30,

2023, the Company had

million) and ZAR

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).

million) to enable the

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

Movement in short-term credit facilities

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:

Summarized below

short-term facilities

term facilities from as of June 30, 2023 to as of March 31, 2024:

Short-term facilities available as of

December 31, 2023

March 31, 2023

Overdraft restricted as to use for

5 unchanged sentences

Foreign currency

Balance as of December 31, 2023

Balance as of March 31, 2024

Restricted as to use for ATM

No restrictions as to use

Interest rate as of December 31,

Interest rate as of March 31, 2024

Movement in utilized indirect and

2 unchanged sentences

Foreign currency adjustment

Balance as of December 31, 2023

Balance as of March 31, 2024

(1) Represents the effects of the fluctuations between the

8 unchanged sentences

June 30, 2023

to as of December

to as of March

Included in current

8 unchanged sentences

Foreign currency adjustment

Closing balance as of December 31,

Closing balance as of March 31,

Included in current

5 unchanged sentences

Due within 5 years

Interest rates as of December 31, 2023

Interest rates as of March 31, 2024 (%):

Base rate (%)

25 unchanged sentences

caption interest expense

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

on the condensed consolidated statement of operations during the three months ended March 31,

2024 and 2023, was $

million, respectively.

Prepaid facility fees

amortized included

in interest expense

during the three

months ended December

respectively,

Prepaid facility fees amortized

included in interest expense during the three months ended March 31, 2024

and 2023, respectively,

million and $

million, respectively.

Interest expense

incurred under

the Company’s

Interest expense incurred

under the Company’s

CCC facilities

borrowings utilized

the Company’s

merchant finance

1 unchanged sentence

respectively,

servicing and support on the

condensed consolidated statement of operations

for the three months

ended December 31, 2023 and

support on the condensed consolidated statement of operations for the

three months ended March 31, 2024 and 2023.

respectively.

Prepaid facility

fees amortized

expense during

respectively,

respectively.

facilities relates to borrowings utilized to fund a portion of

the Company’s merchant finance loans receivable and this interest expense

million and $

million, respectively,

in the caption

cost of goods

sold, IT processing,

servicing and support

the condensed consolidated statement of operations for the nine months

ended March 31, 2024 and 2023.

Other payables

Summarized below is the breakdown of other payables as of December

Summarized below is the breakdown of other payables as of March

31, 2024, and June 30, 2023:

7 unchanged sentences

transactions-switching funds

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

2023, were previously included in Other and have been reclassified to separate captions to conform with presentation as of March 31,

Clearing accounts

and vendor wallet

balances may fluctuate

(weekend or public

holiday) on which

the Company’s

quarter or year

because certain elements

of transactions

within these accounts

settled over weekends

or public holidays.

Other includes deferred income, client deposits and other payables.

Capital structure

Issue of shares to Connect sellers pursuant to April 2022 transaction

The total purchase consideration pursuant to the Connect

acquisition in April 2022 includes

shares of the Company’s

common stock.

These shares of

common stock will be issued

equal tranches on each

of the first, second

and third anniversaries

of the April 14, 2022 closing.

The Company legally issued

shares of its common stock, representing the second tranche, to

the Connect sellers

in April 2024,

the number of

shares, net of

treasury, presented in the unaudited

changes during

number of shares, net of treasury,

as of June 30, 2023, and March 31, 2024.

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

4 unchanged sentences

unaudited condensed

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:

consolidated statement of changes in equity during the nine months

ended March 31, 2024 and 2023, respectively,

and the number of

shares, net of treasury,

excluding non-vested equity shares that have not vested as of March 31, 2024 and 2023,

respectively:

Number of shares, net of treasury:

7 unchanged sentences

other comprehensive

December 31, 2023:

March 31, 2024:

Three months ended

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

March 31, 2024

Balance as of January 1, 2024

Movement in foreign currency translation reserve

Balance as of December 31, 2023

Balance as of March 31, 2024

Accumulated other comprehensive loss (continued)

3 unchanged sentences

component during

December 31, 2022:

March 31, 2023:

Three months ended

December 31, 2022

Balance as of October 1, 2022

March 31, 2023

Balance as of January 1, 2023

Release of foreign currency translation reserve related to disposal of Finbond

equity securities

Movement in foreign currency translation reserve related to equity-accounted

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 March 31, 2023

other comprehensive

March 31, 2024:

Nine months ended

March 31, 2024

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

equity securities

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 December 31, 2023

comprehensive

December 31, 2022:

Six months ended

December 31, 2022

Balance as of March 31, 2024

other comprehensive

March 31, 2023:

Nine months ended

March 31, 2023

Balance as of July 1, 2022

Release of foreign currency translation reserve related to disposal of Finbond

equity securities

Movement in foreign currency translation reserve related to equity

-accounted investment

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,

Balance as of March 31, 2023

The movement in the

foreign currency translation reserve represents

the impact of translation

of consolidated entities which have

a functional currency (which is primarily ZAR) to the Company’s

reporting currency, which is USD.

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

the three and nine

months ended March

31, 2023, the

Company reclassified losses of

million and $

respectively, from

accumulated other comprehensive loss (accumulated foreign currency

translation reserve) to net loss related to the

comprehensive

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

(accumulated foreign

currency translation reserve)

to net loss related

to the liquidation

of subsidiaries during

the nine months

March 31, 2024.

Stock-based compensation

7 unchanged sentences

Stock option and restricted stock activity

The following table summarizes stock option activity for the six months

ended December 31, 2023 and 2022:

The following table summarizes stock option activity for the nine months

ended March 31, 2024 and 2023:

Outstanding - June 30, 2023

Granted - December 2023

Outstanding - December 31, 2023

Outstanding - March 31, 2024

Outstanding - June 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

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

six months ended

Outstanding - March 31, 2023

ended March 31, 2024.

will vest on the first anniversary of

the grant date, provided that Mr.

Mazandarani continues to

provide services as Executive Chair through the vesting

These options will vest immediately if Mr.

Mazanderani’s employment

is terminated by the Company without

cause on or before the

first anniversary of the grant date.

stock options may only

be exercised during a period commencing from

January 31, 2028 to January 31,

stock options were awarded during the three

months ended March 31, 2024, or during the three and nine months ended

December 31, 2022.

During the three

and nine months

ended March 31,

Company received $

million from the

stock options,

respectively.

million and $

the exercise of

stock options, respectively.

Employees and a

employee director

shares of the Company’s common stock to exercise

stock options with an aggregate strike price of $

the Company’s

shares of the

Company’s common

stock to settle income

taxes arising upon exercise

of the stock options,

and these shares have

been included in the Company’s treasury stock.

During the nine months ended March 31, 2023, the Company received approximately

million from the exercise of

stock options.

three and six

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

non-employee director

stock options

months ended March 31, 2024.

Employees forfeited

during each of the three and nine months ended March 31, 2023.

assumptions noted in the

10 unchanged sentences

with similar terms.

The table below

presents the range

of assumptions used

to value stock

options granted during

the six months

ended December

The table below presents the range

of assumptions used to value stock options

granted during the nine months

ended March 31,

2024 and 2023:

Six months ended

Nine months ended

Expected volatility

5 unchanged sentences

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

December 31, 2023:

and expecting to vest - December 31, 2023

March 31, 2024:

and expecting to vest - March 31, 2024

These options have an exercise price range of $

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

Exercisable - December 31, 2023

During the three

months ended December

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

Exercisable - March 31, 2024

respectively,

stock options

became exercisable.

nine months ended

March 31, 2024

and 2023, 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 six

months ended December 31, 2023 and 2022:

The following table summarizes restricted stock activity for the nine

months ended March 31, 2024 and 2023:

restricted stock

4 unchanged sentences

Granted – October 2023

Granted – October 2023, with performance conditions

Granted – October 2023

Granted – January 2024

Granted – February 2024

– November 2023

– December 2023

Non-vested – December 31, 2023

– February 2024

Non-vested – March 31, 2024

Non-vested – June 30, 2022

4 unchanged sentences

Granted – December 2022

Granted – December 2022 - performance awards

Granted – December 2022, with performance awards

Granted – January 2023

– November 2022

– December 2022

– February 2023

Total granted and vested

2 unchanged sentences

- December 2022

Non-vested – December 31, 2022

Non-vested – March 31, 2023

Stock-based compensation (continued)

16 unchanged sentences

vest on June 30, 2025,

except if the executive officer is terminated for cause, in

which case the award will be forfeited.

except if the

executive officer is

terminated for cause,

in which case

the award will

be forfeited.

In January 2024,

the Company awarded

shares of restricted stock with time-based vesting conditions to an employee.

In October 2023, the Company

43 unchanged sentences

preceding the grant date.

In July 2022,

December 2022 and January

2023, the Company

shares of restricted stock,

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

performance-based

related to share price performance) vesting conditions.

The Company also agreed to match, on a

-for-one basis, (1) an employee’s

million worth of

the Company’s shares of common

the Company’s

shares of common

stock in open

market purchases, and

in August 2022,

market purchases,

and in August

Company granted

shares of restricted stock to the employee, and (2) another employee’s purchase of up to

the Company’s common stock, and

in November 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.

December 31, 2022, which vested on the date of the award.

shares of restricted stock

47 unchanged sentences

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

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

shares to an advisor during the three and six

the year ended

June 30, 2023,

respectively,

ineligible for

transfer until

occurrence of the agreed event.

In July 2023,

shares of restricted stock granted

In November and

December 2023, an aggregate

shares of restricted stock granted

to employees vested.

shares of restricted stock

granted to Mr.

Meyer vested.

December 2023, February

restricted stock

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

the withholding tax liability on the vesting

of their shares.

shares have been included in

the Company’s treasury

shares of restricted

2 unchanged sentences

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

In November and December 2022, an aggregate of

In November, December 2022, February

2023 and March 2023, an

restricted stock granted

to employees vested.

and they elected for

shares to be withheld

to satisfy the withholding

tax liability

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.

Certain employees

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

) shares have been included in

our treasury shares.

During the three and

nine months ended

March 31, 2024,

respectively, employees forfeited

shares of restricted

employees forfeited

shares of restricted stock following their termination of employment with the

Stock-based compensation charge and unrecognized compensation

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

The Company recorded a stock-based

compensation charge, net during the three

months ended March 31,

2024 and 2023, of

million and $

million, respectively,

which comprised:

million, respectively, which

Allocated to cost

3 unchanged sentences

administration

Three months ended December 31, 2023

Three months ended March 31, 2024

Stock-based compensation charge

2 unchanged sentences

Total - three months

ended December 31, 2023

Three months ended December 31, 2022

ended March 31, 2024

Three months ended March 31, 2023

Stock-based compensation charge

Reversal of stock compensation charge related to stock

options and restricted stock forfeited

Total - three months

ended December 31, 2022

ended March 31, 2023

Stock-based compensation (continued)

1 unchanged sentence

cost (continued)

recorded a stock-based

compensation charge,

the six months

ended December 31,

2023 and 2022,

The Company recorded a stock-based compensation charge, net during the nine months ended March 31,

2024 and 2023, of $

million and $

5 unchanged sentences

administration

Six months ended December 31, 2023

Nine months ended March 31, 2024

Stock-based compensation charge

1 unchanged sentence

options forfeited

Total - six months ended

December 31, 2023

Six months ended December 31, 2022

Total - nine months

ended March 31, 2024

Nine months ended March 31, 2023

Stock-based compensation charge

Total - six months ended

December 31, 2022

Reversal of stock compensation charge related to stock

options and restricted stock forfeited

Total - nine months

ended March 31, 2023

The stock-based compensation charges

3 unchanged sentences

cash compensation paid to the relevant employees.

Company expects to

recognize over

December 31, 2023,

the total unrecognized

compensation cost related

to restricted

stock awards was $

As of March 31, 2024,

the total unrecognized compensation

cost related to stock options

million, which the Company

expects to recognize over

31, 2024, the total

unrecognized compensation cost related to

restricted stock awards

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

stock-based compensation

charge recognized

June 30, 2023, respectively,

the Company recorded a valuation allowance of $

respectively,

million, related to the

stock-based compensation charge

recognized related to employees

March 31, 2024, and

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.

million, related to the deferred tax asset

because it does

not believe that

the stock-based compensation deduction

would be utilized

does not anticipate

generating sufficient

taxable income

United States.

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

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.

carrying value of the redeemable

common stock during the three

and nine months ended March 31, 2024

The Company’s

redeemable common stock

described in Note 14 to the Company’s

11 unchanged sentences

Basic (loss) earnings

has been calculated using

the two-class method and

basic (loss) earnings per

share for the three

and six months ended

calculated using

the two-class

2023, reflects

16 unchanged sentences

employee stock

shares of common stock

from the calculation of diluted

loss per share during

the six months ended

shares of common

stock from the

calculation of diluted

loss per share

nine months ended

2024 and 2023, because the effect would be antidilutive.

1 unchanged sentence

stock granted

earnings per share calculation and

the vesting conditions in respect of a portion

of the restricted stock had been satisfied.

conditions for

audited consolidated

financial statements

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

earnings per share calculation and the vesting conditions in respect of

a portion of the restricted stock had been satisfied.

(Loss) Earnings per share (continued)

The vesting conditions for all awards made are discussed 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

computations using the two-class method:

Three months ended

Six months ended

Nine months ended

(in thousands except

25 unchanged sentences

outstanding during

the three months

the computation

(loss) earnings

per share because the

options’ exercise price was

greater than the average

market price of the Company’s

common stock.

shares of the Company’s

2 unchanged sentences

per share were outstanding

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

the computation of diluted (loss) earnings per share

2023, respectively,

computation of

diluted (loss)

options’ exercise

6 unchanged sentences

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

as of December 31, 2023.

as of March 31, 2024.

Supplemental cash flow information

The following

table presents

ended December

The following table presents supplemental cash flow disclosures for the three and nine months ended March 31, 2024 and 2023:

Three months ended

Six months ended

Nine months ended

Cash received from interest

28 unchanged sentences

cash equivalents and

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

cash as of March 31, 2024 and 2023, and June 30, 2023:

June 30, 2023

2 unchanged sentences

Cash, cash equivalents and restricted cash

The following

table presents supplemental

cash flow disclosure

related to leases

six months ended

The following table presents supplemental

cash flow disclosure related to leases

for the three and nine months

ended March 31,

2024 and 2023:

Three months ended

Six months ended

Nine months ended

Cash paid for amounts included in the measurement of

7 unchanged sentences

reconciliation

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

reportable segments for the three months ended March 31, 2024:

Processing fees

15 unchanged sentences

reconciliation

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

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

Processing fees

13 unchanged sentences

reconciliation

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

reportable segments for the nine months ended March 31, 2024:

Processing fees

15 unchanged sentences

reconciliation

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

reportable segments for the nine months ended March 31, 2023:

Processing fees

25 unchanged sentences

locations which it leases for a period

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

December 31, 2023 and 2022 was $

The Company’s

operating lease expense

during the three

months ended March

million and $

million, respectively.

The Company’s operating lease expense during the

six months ended December 31, 2023 and 2022 was $

The Company’s operating

lease expense during the nine

months ended March 31, 2024 and 2023

million and $

6 unchanged sentences

the three months ended

December 31, 2023

and 2022, was $

March 31, 2024 and 2023, was $

million and $

1 unchanged sentence

The Company’s

short-term lease expense

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

short-term lease expense during the nine

months ended March 31, 2024 and 2023, was $

million and $

3 unchanged sentences

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

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

lease liabilities as of March 31, 2024 and June 30, 2023:

Right of use assets obtained in exchange for lease obligations:

5 unchanged sentences

The maturities of the Company’s

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

operating lease liabilities as of March 31, 2024, are presented below:

Maturities of operating lease liabilities

ended June 30,

2024 (excluding six months to December 31, 2023)

2024 (excluding nine months to March 31, 2024)

Total undiscounted

18 unchanged sentences

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

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

The reconciliation of the reportable segment’s revenue to revenue from external customers for the three months ended March 31,

2024 and 2023, is as follows:

Total for the three

months ended December 31, 2023

months ended March 31, 2024

Total for the three

months ended December 31, 2022

months ended March 31, 2023

Operating segments (continued)

The reconciliation of

the reportable segment’s

revenue to revenue from

external customers for the

six months ended December

The reconciliation of the reportable segment’s revenue to revenue from external customers for the nine months ended March 31,

2024 and 2023, is as follows:

Total for the six months ended

December 31, 2023

Total for the six months ended

December 31, 2022

Total for the nine

months ended March 31, 2024

Total for the nine

months ended March 31, 2023

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

allocate once

items, stock-based

certain lease

once-off items,

stock-based compensation

charges, certain

lease expenses

(“Lease adjustments”), depreciation

3 unchanged sentences

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.

or (earnings) 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:

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 Act of 2002;

non-employee directors’ fees;

group and US-listed

related audit fees;

non-recurring

acquisitions and transactions consummated or ultimately

Unrealized loss FV for currency adjustments

represents foreign

currency mark-to-market adjustments

on certain intercompany

The Lease adjustments reflect

lease expenses and the Stock-

based compensation

adjustments reflect

compensation expense

both excluded

calculation of

Adjusted EBITDA

therefore reported

as reconciling items

the reportable

segments’ Segment

Adjusted EBITDA

to the Company’s loss before

income tax expense.

The reconciliation of the reportable segments’ measure of profit or loss to loss before income taxes for the three and

ended March 31, 2024 and 2023, is as follows:

Three months ended

Six months ended

Nine months ended

Reportable segments' measure of profit or loss

12 unchanged sentences

Operating segments (continued)

The following tables summarize

supplemental segment information

for the three and six months

ended December 31, 2023 and

The following

tables summarize

segment information

Three months ended

Six months ended

Nine months ended

Total reportable segment

5 unchanged sentences

Operating segments

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.

million) and Consumer includes retrenchment costs of $

million) for the nine months ended March 31, 2024.

information as

30 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.

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

For the three and

nine months ended March 31,

2024, the Company’s effective tax rate was

impacted by the tax expense

non-deductible

South African

businesses and

the associated

allowances created

regarding net operating losses incurred by these entities.

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

For the three

and nine months

ended March 31,

2023, the Company’s effective tax

rate was impacted

by a reduction

South African corporate income

tax rate from

% from January

2023 (but backdated

2022), the tax

expense recorded

non-deductible

South African

businesses and

the associated

allowances created

assets recognized

regarding net operating losses incurred by these entities.

1 unchanged sentence

Uncertain tax positions

significant uncertain

tax positions during

the three months

ended December

31, 2023, and

therefore, the

accrued interest related to uncertain tax positions

9 unchanged sentences

federal jurisdiction.

As of December 31,

2023, the Company’s South

African subsidiaries are no longer subject to income

tax examination

South African

Revenue Service

before June 30, 2019.

other jurisdictions outside

South Africa, none

individually material to

its financial position,

statement of cash

results of operations.

of March 31, 2024, the Company’s

South African subsidiaries are no longer

subject to income tax

examination by the South

African Revenue Service for

periods before June 30, 2019.

The Company is subject to

income tax in other

jurisdictions outside South Africa, none of which are individually material to its financial position, statement

of cash flows, or results

of operations.

Commitments and contingencies

10 unchanged sentences

its business.

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

short-term facilities.

The Company pays commission of

2024) thereby

utilizing part

pays commission

% per annum to

6 unchanged sentences

million, translated

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

short-term facilities.

The Company pays commission of

2024) thereby

utilizing part

pays commission

% per annum to

3 unchanged sentences

third parties.

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

recognized any

obligation related

guarantees in

its consolidated

balance sheet

potential amount that

3 unchanged sentences

million, translated

rates applicable

accounts to Nedbank as

security for the guarantees

issued by them

with an aggregate value

million, translated

derivative facilities in the Company’s

short-term credit facilities described in Note 8.

at exchange rates applicable as

of March 31, 2024).

discussed in Note 8, the

Company has ceded and

pledged certain bank accounts

the guarantees

exchange rates applicable as

of March 31, 2024).

The guarantees

have reduced the amount available

under its indirect and derivative

facilities in the Company’s short-term

credit facilities described in Note 8.

Contingencies

6 unchanged sentences

financial position, results of operations or cash flows.

Subsequent events

acquisition of Touchsides

In February 2024, the Company

announced that it had entered into a

Sale and Purchase Agreement with Heineken

International

to acquire all of the outstanding equity of Touchsides (Pty) Ltd (“Touchsides”).

The transaction was subject to

customary closing

consideration was

million, translated

rates applicable

commenced the purchase price allocation

related to this transaction

however the process had

not been completed as

of the date of

this Quarterly

consideration related

to this acquisition

in its audited

financial statements to

in its Annual

Report on Form

year ended June 30, 2024.

The Company incurred transaction

related expenditures of $

million) during the nine

months to March 31, 2024, related to the acquisition of Touchsides.

These transaction related expenditures are included in the caption

selling, general and administration in the Company’s unaudited condensed

consolidated statements of operations.

The Company does

not expect to incur any significant expenditure related to the transaction

during the three months ended June 30, 2024.

Subsequent events (continued)

acquisition of Touchsides

is a leading data

analytics and insights company,

and highly complementary

with the Company’s

Kazang business.

The acquisition

significantly expands

established solution

tavern market.

installed base

active POS terminals

licensed taverns, and processes more than

million transactions per day.

provides platform-as-a-service (“PaaS”) and

software-as-a-service

management of stock levels and informing commercial decisions, such as pricing

and promotional offers.

The data and insights gathered from these terminals carries significant value and potential to be monetized through relationships

route-to-market

Touchsides has been

allocated to our Merchant operating segment.

offer to acquire Adumo

On May 7, 2024,

the Company entered into

a Sale and Purchase Agreement

(the “Sale Agreement”) with

Lesaka SA”), and the

Sellers (as defined

Agreement and

subject to its

terms and conditions,

Lesaka, through

its subsidiary, Lesaka SA, agreed to

acquire, and the Sellers agreed to sell, all of the outstanding equity interests and certain claims in

the Adumo (RF) Proprietary Limited (“Adumo”).

consideration

common stock and

million, translated at

the prevailing rate

2024) payment

The share issuance was based off of the Base Purchase

Consideration, as defined in the Sale Agreement, of ZAR

million), less the ZAR

million cash payment, implying a value per

billion – ZAR

The Sale Agreement includes customary covenants from the Sellers, including

(i) to conduct the business in the ordinary course

during the period between

the execution of the Sale

Agreement and the closing

of the transactions contemplated

to engage in certain kinds of transactions during such period.

The closing of the transaction is subject to customary closing conditions, including (i) approval from the competition authorities

of South Africa and Namibia;

(ii) exchange control approval from the financial surveillance department of the South African Reserve

consideration;

shareholders)

implementation

obtaining the

lender regarding

Adumo entering

implementing the

Sale Agreement,

other agreements and transactions contemplated in the Sale Agreement by June 5, 2024, (vi) the release of certain Seller’s shares held

as security by such bank;

(vi) obtaining

the consent of the lender of one

of Adumo’s shareholders

regarding Adumo entering into the

transaction by June 6, 2024;

(vii) the Company obtaining all necessary regulatory and shareholder approval to issue the Consideration

International Finance Corporation that provides for

the inclusion of the

Consideration Shares attributable to certain

Seller shareholders

in the definition of “Put Shares” under the Policy Agreement, and related changes;

and (ix) obtaining certain third-party consents.

In addition, the closing of the transaction is subject to either:

(i) on or before July 6, 2024, the direct and/or indirect shareholders

of one of the

Sellers providing written

unconditional undertakings to

purchase all of certain

of its shareholders

to the Consideration

Shares in consideration

for an aggregate

million) (the “Replacement

Cash Component”);

(ii) if the foregoing

does not occur

in a timely manner

then, on or before

October 31, 2024,

Lesaka SA (or

nominee) will enter into a written unconditional agreement with Crossfin SPV in

relation to the acquisition of all

of such entitlements

in respect of

all such Consideration

Shares (other than

those which are

required to be

liquidated in order to

satisfy cash tax

obligations),

provided that the

aggregate consideration for

such entitlements will

the Replacement Cash

Component and provided

that (i) Lesaka SA (or its nominee) has provided a bank guarantee from RMB or other South African registered

bank in respect of the

settlement of

such aggregate

consideration and

extent applicable,

the conclusion

thereof, obtained all approvals as may be required to conclude and implement

such agreement.

Subsequent events (continued)

offer to acquire Adumo (continued)

(“SEC”) covering

Consideration

undertaken to use its commercially reasonable efforts to

have the resale registration statement declared effective by

the SEC following

The Company incurred transaction-related expenditures of $

million and $

million during the three and nine months ended

2024, related

acquire Adumo.

incur a further

transaction costs

over the remainder of the 2024 calendar year.

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