What changed in this filing

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Item 1. Financial Statements

2024-11-06 compared with 2024-05-08 · 867 added, 1644 removed, 1160 unchanged (68% 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 - March:

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

OPERATING LEASE RIGHT-OF-USE (Note 16)

3 unchanged sentences

DEFERRED INCOME TAXES

OTHER LONG-TERM ASSETS, including reinsurance assets (Note 5 and 7)

OTHER LONG-TERM ASSETS, including equity securities (Note 5 and 7)

CURRENT LIABILITIES

16 unchanged sentences

COMMON STOCK (Note 10)

Issued and outstanding shares, net of treasury - March:

Issued and outstanding shares, net of treasury - September:

PREFERRED STOCK

14 unchanged sentences

Three months ended

Nine months ended

(In thousands, except per share

September 30,

(In thousands, except per

REVENUE (Note 15)

3 unchanged sentences

Transaction costs related to Adumo acquisition (Note 20)

OPERATING INCOME (LOSS)

REVERSAL OF ALLOWANCE FOR

DOUBTFUL EMI DEBT

(LOSS) GAIN ON DISPOSAL OF EQUITY-ACCOUNTED

INVESTMENT (Note 5)

OPERATING (LOSS) INCOME

REVERSAL OF (ALLOWANCE) OF EMI

DOUBTFUL DEBT (Note 2 and 5)

INTEREST INCOME

INTEREST EXPENSE

LOSS BEFORE INCOME TAX EXPENSE (BENEFIT)

INCOME TAX EXPENSE (BENEFIT) (Note 18)

NET LOSS BEFORE EARNINGS (LOSS) FROM EQUITY-

ACCOUNTED INVESTMENTS

EARNINGS (LOSS) FROM EQUITY-ACCOUNTED INVESTMENTS

NET LOSS ATTRIBUTABLE

LOSS BEFORE INCOME TAX EXPENSE

INCOME TAX EXPENSE (Note 18)

NET LOSS BEFORE EARNINGS (LOSS) FROM EQUITY-ACCOUNTED INVESTMENTS

EARNINGS (LOSS) FROM EQUITY-ACCOUNTED INVESTMENTS (Note 5)

Net loss per share, in United States dollars

5 unchanged sentences

Three months ended

Nine months ended

(In thousands)

September 30,

(In thousands)

Other comprehensive (loss) income, net of taxes

Other comprehensive income (loss), net of taxes

Movement in foreign currency translation reserve

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

Movement in foreign currency translation reserve related to equity-accounted

Total other comprehensive

income (loss), net of

Comprehensive loss

Comprehensive loss attributable to Lesaka

income (loss), net of taxes

Comprehensive income (loss)

Add comprehensive loss attributable to non-controlling interest

Comprehensive income (loss) attributable to Lesaka

See Notes to Unaudited Condensed Consolidated Financial Statements

4 unchanged sentences

comprehensive

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

Balance – January 1, 2023

( 24,956,854 )

Shares repurchased (Note 12)

Restricted stock granted (Note 12)

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 income (Note

Balance – March 31, 2023

( 24,994,799 )

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

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

in thousands)

Balance – July 1, 2023

( 25,244,286 )

Share repurchased (Note 12)

Restricted stock granted

Exercise of stock options

5 unchanged sentences

Other comprehensive loss (Note 11)

Balance – March 31, 2023

Balance – September 30, 2023

( 25,244,286 )

See Notes to Unaudited Condensed Consolidated Financial

LESAKA TECHNOLOGIES, INC.

3 unchanged sentences

comprehensive

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

Balance – January 1, 2024

( 25,295,261 )

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 loss (Note 11)

Balance – March 31, 2024

( 25,297,772 )

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

For the three months ended September 30, 2024 (dollar amounts

in thousands)

Balance – July 1, 2024

( 25,563,808 )

Shares repurchased (Note 12)

Restricted stock granted

Exercise of stock option (Note 12)

Restricted stock granted (Note 12)

Stock-based compensation charge

1 unchanged sentence

charge (Note 12)

Stock-based compensation charge

related to equity-accounted investment

Other comprehensive income (Note

Balance – March 31, 2024

Balance – September 30, 2024

( 25,563,808 )

See Notes to Unaudited Condensed Consolidated Financial

LESAKA TECHNOLOGIES, INC.

1 unchanged sentence

Three months ended

Nine months ended

(In thousands)

September 30,

(In thousands)

1 unchanged sentence

Depreciation and amortization

Movement in allowance for doubtful accounts receivable

Fair value adjustment related to financial liabilities

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

(Earnings) Loss from equity-accounted investments

Movement in allowance for doubtful accounts receivable and finance loans receivable

(Earnings) Loss from equity-accounted investments (Note 5)

Movement in allowance for doubtful loans to equity-accounted investments

Profit on disposal of property, plant and equipment

Movement in interest payable

Fair value adjustment related to financial liabilities

Interest payable

Facility fee amortized

Profit on disposal of property, plant and equipment

Stock-based compensation charge (Note 12)

Dividends received from equity-accounted investments

Decrease (Increase) in accounts receivable

Decrease (Increase) in accounts receivable and other receivables

Increase in finance loans receivable

Decrease (Increase) in inventory

Increase in accounts payable and other payables

Increase in inventory

(Decrease) Increase in accounts payable and other payables

Increase in taxes payable

Decrease in deferred taxes

Net cash provided by (used in) operating activities

Net cash (used in) provided by operating activities

Cash flows from investing activities

2 unchanged sentences

Acquisition of intangible assets

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) provided by investing activities

Net cash provided by (used in) investing activities

Cash flows from financing activities

3 unchanged sentences

Repayment of long-term borrowings (Note 8)

Acquisition of treasury stock (Note 12)

Proceeds from exercise of stock options

Guarantee fee

Net change in settlement obligations

Net cash (used in) provided by financing activities

Effect of exchange rate changes on cash and cash equivalents

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

Effect of exchange rate changes on cash

Net 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 and nine months ended March 31, 2024 and 2023

for the three months ended September 30, 2024 and 2023

(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

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

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.

11 unchanged sentences

Recent accounting pronouncements adopted

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

Measurement of Credit Losses on

Financial Instruments

replaces the incurred

loss impairment

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

expected loss

than the incurred

loss model for

recognizing credit

losses, which reflects

losses that are

losses relating to

available-for-sale debt securities will

recorded through an

allowance for credit

losses rather than

in the amortized cost basis of the securities.

The guidance became effective for the Company beginning July 1, 2023.

The adoption of

this guidance did not have a material impact on the Company’s

financial statements and related disclosures, refer to Note 2.

issued guidance

Instruments—Credit

Losses (Topic

Derivatives and

implementation

certain types

including Smaller

Reporting Companies.

Reporting Company.

Specifically,

guidance changes some effective

dates for certain

new standards on

the following topics

in the FASB Codification, namely Derivatives

Instruments —

Credit Losses

and Intangibles

became effective

Company beginning

this guidance

material impact

financial statements

refer to Note 2.

The Company’s updated accounting

policy regarding allowance for credit losses is as follows:

Allowance for doubtful accounts receivable

Allowance for doubtful finance loans receivable

The Company uses historical default experience over the lifetime of loans in order to calculate a lifetime loss rate for its lending

The allowance for credit losses related

to Consumer finance loans receivables is calculated by multiplying the

lifetime loss rate

of outstanding

from borrowers

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

The Company writes off

microlending finance

loans receivable and

related service fees

and interest if

a borrower is

in arrears with

repayments for more

Company writes

capital finance

receivables and

evident that reasonable recovery procedures, including where deemed necessary,

formal legal action, have failed.

Basis of Presentation and Summary of Significant Accounting

Policies (continued)

Allowance for doubtful accounts receivable (continued)

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

opposed to outstanding balances).

The allowance for credit

losses related to these

receivables has been calculated

by multiplying the

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

by management

of outstanding

payment history of the customer in relation to those specific amounts.

Recent accounting pronouncements not yet adopted

as of March 31, 2024

requirements,

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

single reportable

other disclosure

In November 2023, the

Financial Accounting Standards

Board (“FASB”)

issued guidance regarding

Segment Reporting (Topic

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.

In addition, the

guidance enhances interim disclosure

requirements, clarifies circumstances in

which an entity can disclose

segment, and contains

other disclosure requirements.

This guidance is effective

for the Company

beginning July 1,

ended June 30, 2025, and for interim periods commencing from July 1, 2025 (i.e.

quarter ended September 30, 2025).

Recent accounting pronouncements not yet adopted

as of September 30, 2024

requirements.

3 unchanged sentences

(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

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

9 unchanged sentences

Accounts receivable, net and other receivables

The Company’s accounts receivable,

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

The Company’s accounts receivable, net, and other receivables as of September 30, 2024, and June 30, 2024, are presented in

the table below:

September 30,

Accounts receivable, trade, net

2 unchanged sentences

Beginning of period

Reallocation to allowance for doubtful finance loans receivable

Reversed to statement of operations

2 unchanged sentences

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

September 2024:

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

12 unchanged sentences

invoice/origination

performance of these

receivables over short periods

balances have different

rules to identify an

account in distress

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

to the sale of the Company’s

interest in Carbon Tech

Limited (“Carbon”), an equity-accounted investment of $

million, net of an

allowance for doubtful loans receivable of $

million as of June 30, 2023, and an amount due related to the sale of the loan, with a

face value of $

million, which was sold in

September 2022 for $

million, net of an allowance for

doubtful loans receivable of

million, refer

to Note 5 for

additional information.

The Company received

performance of these receivables over

short periods of time.

balances have different rules to

identify an account in distress.

Once balances

in distress are

identified, specific

allowances are immediately

recovery from distressed

is not significant.

Current portion

outstanding related

represents an

loan in Carbon Tech

Limited (“Carbon”), with a face value of

million, which was sold in September

of an allowance

for doubtful loans

receivable of $

The Company has

not yet received

the outstanding $

million related to

the equity-accounted investment in

October 2023, and has

reversed the allowance for

doubtful loans receivable of

million during

the nine months ended December 31, 2023.

The Company has not yet received the outstanding $

million related to the sale of the

million related

to the sale of the $

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

4 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 Cell C’s

capital structure.

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

30, 2023, respectively was $

value as of each of

September 30, 2024,

June 30, 2024, 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 March 31, 2024:

Due in one year or less

Due in one year through five years

Due in five years through ten years

Due after ten years

(1) The estimated fair value of the Cedar Cellular note has been calculated utilizing the

Company’s portion of the assets held by

Cedar Cellular, namely,

Cedar Cellular’s investment in Cell C.

(2) The cost basis is zero ($

Accounts receivable, net and other receivables and

finance loans receivable, net (continued)

Accounts receivable, net and other receivables

and finance loans receivable, net (continued)

Finance loans receivable, net

The Company’s finance

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

loans receivable, net, as of September 30, 2024, and June 30, 2024, is presented

in the table below:

September 30,

Microlending finance loans receivable, net

9 unchanged sentences

Beginning of period

Reallocation from allowance for doubtful accounts receivable

Reversed to statement of operations

6 unchanged sentences

lending activities

Certain merchant

finance loans

aggregate balance

Certain merchant finance loans receivable with an aggregate balance of $

million as of September 30, 2024 have been pledged as

security for the Company’s

2 unchanged sentences

Microlending finance loans receivable

Microlending finance

loans receivable

the Company’s

microlending operations

Africa whereby

Microlending finance loans receivable is related to the Company’s

microlending operations in South Africa whereby it provides

unsecured short-term

25 unchanged sentences

lifetime loss

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.

rate as of each of June 30, 2024 and September 30, 2024,

The performing component (that is, outstanding loan payments

not in arrears)

exceeds more than

outstanding lending

September 30,

Merchant finance loans receivable

finance loans

receivable related

lending activities

Africa whereby

Merchant finance loans

receivable is related

to the Company’s

Merchant lending activities

in South Africa

whereby it provides

short-term loans

5 unchanged sentences

of the lending book.

Refer to Note 4 related to the Company risk management process related to these receivables.

Refer to Note 4 related to the Company risk management

process related to these receivables.

Accounts receivable, net and other receivables and

11 unchanged sentences

for credit losses related to these merchant finance loans receivables

is calculated by adding together actual receivables in default

multiplying the lifetime

loss rate with the

month-end outstanding lending

The lifetime loss

rate as of each

of July 1, 2023

was approximately

component (that

is, outstanding

loan payments

arrears), under-

is calculated by adding together actual receivables in

multiplying the lifetime loss rate with the month-end outstanding lending book.

The lifetime loss rate as of each of June 30, 2024 and

September 30, 2024, 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 March 31, 2024.

under-performing

non-performing

the book represents

approximately

%, respectively,

of the outstanding

as of September

The Company’s inventory

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

comprised the following categories as of September 30, 2024, and June 30, 2024:

September 30,

Raw materials

1 unchanged sentence

Finished goods

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

concluded its recapitalization process and

the Company and Cell C

entered into an agreement under which

Cell C agreed to repurchase, from October

2023, up to ZAR

million of Cell C inventory from the

Company per month.

to be repurchased by Cell C is calculated as ZAR

million less the face value of any sales made by the Company during that month.

The Company’s ability to sell this airtime has increased significantly since the acquisition of Connect because Connect is

a significant

Cell C airtime.

airtime through

recapitalization,

these volumes

on prevailing

continuing in

If the Company is able to sell at least ZAR

million a month through this channel from October 1, 2023, then Cell C would

repurchase any

specific month.

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

restriction placed on the Company on the sale of the airtime

Finished goods as

of June 30, 2024,

million of Cell C

airtime inventory that was

previously classified as

goods subject to sale restrictions.

The Company sold all of this inventory during

the three months ended September 30, 2024.

Fair value of financial instruments

34 unchanged sentences

financial condition.

Fair value of financial instruments (continued)

Risk management (continued)

Interest rate risk

2 unchanged sentences

interest rates, which

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

primarily through

regular financing

Interest rates

remained unchanged

in recent quarters

and in September

2024, the South African

Reserve Bank announced

a 25-basis point reduction

in the South African

repurchase rate,

with further reductions expected in the short-term.

Therefore, ignoring the impact of changes to the margin on its borrowings (refer to

decline moderately

foreseeable future,

Company periodically

evaluates the

effectiveness of interest rate hedging strategies

33 unchanged sentences

and lifestyle expenses.

allowances may

its customers

payments when

due deteriorate

judgment is required

to assess the

ultimate recoverability

required to assess

the ultimate recoverability

of these finance

loan receivables,

including ongoing

of the creditworthiness of each customer.

loan receivables, including

ongoing evaluation

of the creditworthiness

of each customer.

Merchant lending

15 unchanged sentences

risk factors when originating a loan.

Fair value of financial instruments (continued)

Risk management (continued)

Equity price and liquidity risk

39 unchanged sentences

such techniques are included in Level 3 investments.

Fair value of financial instruments (continued)

Financial instruments (continued)

Asset measured at fair value using significant unobservable inputs – investment

8 unchanged sentences

the fair value of

its investment in Cell C

as of March 31,

2024 and June 30, 2023,

respectively,

its investment in Cell C as of September 30, 2024 and June 30, 2024, respectively,

and valued Cell C at $

2023, respectively.

incorporates the

payments under

lease liabilities

cash flow forecasts

C’s deferred tax assets

would be utilized

of September 30, 2024, and June 30, 2024, respectively.

The Company incorporates the payments under Cell C’s

lease liabilities into

flow forecasts

forecast period.

Company has increased

marketability

the reduction

shareholding percentage from

% as well as current market conditions.

The Company utilized the latest revised business plan

management for

ended December

2023, valuations.

assumed a marketability

minority discount from

utilized the latest

business plan provided

Adjustments have been made to the WACC

1 unchanged sentence

assessment of risk to Cell C achieving its business plan.

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

The following key valuation inputs were used as of September 30, 2024

and June 30, 2024:

8 unchanged sentences

% as of June 30, 2024)

Net adjusted external debt - March 31, 2024:

Net adjusted external debt - September 30, 2024:

billion), no lease liabilities included

2 unchanged sentences

(1) translated from ZAR to U.S.

dollars at exchange rates applicable as of March 31,

dollars at exchange rates applicable as of

September 30, 2024.

(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% decrease and 1.0%

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

Cell C investment of a

% decrease and

increase in the

the EBITDA margins

respectively used

30, 2024, all

translated at exchange rates applicable as of September 30, 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

September 30,

2024, represented

% 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)

Financial instruments (continued)

Derivative transactions - Foreign exchange contracts

over-the-counter

transactions.

Substantially all of the Company’s derivative exposures are with counterparties that have long-term credit ratings of “B”

(or equivalent)

active markets

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 had

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:

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

according to the fair value hierarchy:

Quoted Price in

10 unchanged sentences

Total assets at fair value

Fair value of financial instruments

The following table presents the

14 unchanged sentences

There have been

transfers in or out of Level

3 during the three and nine

months ended March 31, 2024 and 2023,

transfers in or out of Level 3 during the three months ended September 30, 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 nine months ended March 31, 2024 and 2023.

Fair value of financial instruments (continued)

3, during the three months ended September 30, 2024 and 2023.

Summarized below is the movement in the carrying value of

assets and liabilities measured at fair value on a recurring

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

categorized within Level 3, during the three months ended September

Carrying value

1 unchanged sentence

Foreign currency adjustment

Balance as of March 31, 2024

Balance as of September 30, 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 nine months ended March 31, 2023:

categorized within Level 3, during the three months ended September

Carrying value

1 unchanged sentence

Foreign currency adjustment

Balance as of March 31, 2023

Balance as of September 30, 2023

foreign currency

29 unchanged sentences

Equity-accounted investments

equity-accounted

Finbond Group Limited (“Finbond”)

The Company’s ownership

percentage in its equity-accounted investments as of September 30, 2024,

and June 30, 2024, was as

September 30,

Sandulela Technology

1 unchanged sentence

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

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)

Equity-accounted investments (continued)

Finbond (continued)

August 2023 agreement to sell entire

stake in Finbond

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

Sale of Finbond shares during the three

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

accounted investments in the Company’s

unaudited condensed consolidated statements of operations.

The following

table presents

the calculation

Finbond shares

March 31, 2024 and 2023:

Three months ended

Nine months ended

Loss on disposal of Finbond shares:

Consideration received in cash

carrying value of Finbond shares sold

release of foreign currency translation reserve from

accumulated other comprehensive loss

release of stock-based compensation charge related

equity-accounted investment

Loss on sale of Finbond shares

Finbond impairments recorded

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

impairment indicator.

Company is required to include any foreign currency translation reserve

and other equity account amounts

in its impairment assessment if it considers exiting an equity method investment.

The Company performed an impairment assessment

Finbond, including

during the three months ended September 30, 2023

agreement with Finbond to

sell its remaining

shareholding to Finbond for

a cash consideration of

million using

exchange rates

applicable as

Closed transaction

December 2023.

Company considered the August 10, 2023, agreement to be an impairment indicator.

The Company is required to include any foreign

currency translation

account amounts,

as of September

The Company recorded an impairment loss of $

million during the quarter ended September 30, 2023, which represented the

difference between

the determined fair value

of the Company’s

interest in Finbond and

the Company’s

carrying value, including

foreign currency

translation reserve

account amounts in

its impairment

assessment if

it considers exiting

The Company performed

an impairment assessment of

its holding in Finbond, including

the foreign currency translation

reserve and other equity

account amounts, as

of September 30,

recorded an impairment loss

million during

the quarter ended September 30, 2023, which represented

the difference between the determined fair value of

the Company’s interest

referenced in

2023 agreement referred to above to calculate the determined fair

the August 2023

agreement referred to

above to calculate

the determined fair

value for Finbond.

Finbond impairments recorded

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

impairment indicators.

Company performed an

impairment assessment of its

holding in Finbond

as of September 30,

temporary decrease in Finbond’s value, which represented the difference between the determined fair value of the Company’s interest

in Finbond and the Company’s

carrying value (before the impairment).

observed continued

limited trading in Finbond

shares on the JSE during the

three months ended September 30, 2022,

because a small number of shareholders

owned approximately

and outstanding

shares between

Company calculated

liquidity discount of

the September 30,

2022, Finbond closing

Company increased the

liquidity discount

previous impairment

assessment) to

ongoing limited

trading activity

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

Equity-accounted investments (continued)

wholly-owned subsidiary,

3 unchanged sentences

Etobicoke for

carrying value

Etobicoke pledge

Carbon shares purchased as security for the amounts outstanding

under the binding term sheet.

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.

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

in September 2022:

ended September

Gain on disposal of Carbon shares:

Consideration received in cash in September 2022

carrying value of Carbon

Gain on disposal of Carbon shares:

(1) The Company does

not expect to pay taxes

related to the sale of

Carbon because the base cost

of its investment exceeds

sales consideration received.

The Company does not believe that it will be able to utilize the

loss generated because Net1 BV does not

generate taxable income.

equity interest

had a carrying

(zero) at June

The parties agreed

that Etobicoke pledge

shares purchased as

security for the

amounts outstanding under

the binding term

Company received $

million on closing

and the outstanding balance

due by Etobicoke

was expected to be

paid as follows:

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 September 30, 2024 (refer to Note 2)).

Summarized below is the

2 unchanged sentences

investments during

the nine months ended March 31, 2024:

the three months ended September 30, 2024:

Investment in equity

5 unchanged sentences

Share of net (loss) earnings

Dividends received

Disposal of Finbond shares

Foreign currency adjustment

Balance as of March 31, 2024

Balance as of September 30, 2024

(1) Includes Sandulela,

8 unchanged sentences

Other long-term assets

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

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

30, 2024, and June 30, 2024:

September 30,

Total equity investments

27 unchanged sentences

fair value and

maturity investments as of March 31, 2024:

maturity investments as of September 30, 2024:

Equity securities:

13 unchanged sentences

Summarized below is the movement in the carrying value of goodwill

for the nine months ended March 31, 2024:

for the three months ended September 30, 2024:

Balance as of June 30, 2024

Foreign currency adjustment

Balance as of March 31, 2024

Balance as of September 30, 2024

(1) – The foreign currency adjustment represents the effects

1 unchanged sentence

dollar on the carrying value.

Goodwill and intangible assets, net (continued)

Goodwill (continued)

Goodwill has been allocated to the Company’s

3 unchanged sentences

Foreign currency adjustment

Balance as of March 31, 2024

Balance as of September 30, 2024

(1) The foreign

6 unchanged sentences

Summarized below is

the carrying value

and accumulated amortization

of intangible assets as

2024, and June

As of March 31, 2024

the carrying value and

accumulated amortization of

intangible assets as of

September 30, 2024, and

As of September 30, 2024

As of June 30, 2024

6 unchanged sentences

Aggregate amortization

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

ended March 31, 2024 and 2023, was $

million and $

million, respectively.

Future estimated annual amortization expense for

the next five

fiscal years and

assuming exchange

rates that prevailed

for the three

months ended September

respectively.

thereafter, assuming exchange rates that

prevailed on September 30,

is presented in

the table below.

acquisitions,

exchange rate fluctuations and other relevant factors.

Fiscal 2024 (three months ended March 31, 2024)

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 2025 (excluding three months ended September 30, 2024)

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

months ended March 31, 2024:

Summarized below is the movement in reinsurance

assets and policyholder liabilities under insurance contracts

during the three

months ended September 30, 2024:

Balance as of June 30, 2024

2 unchanged sentences

Foreign currency adjustment

Balance as of March 31, 2024

Balance as of September 30, 2024

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

(2) Included in other long-term liabilities;

(3) Represents the effects of the fluctuations of the ZAR against the U.S.

(3) Represents the effects of the fluctuations of the ZAR against

Assets and policyholder liabilities under insurance and investment

contracts (continued)

Reinsurance assets and policyholder liabilities under insurance contracts

The Company has agreements with reinsurance companies in order to limit its losses from various insurance contracts, however,

12 unchanged sentences

Assets and policyholder liabilities under investment contracts

under investment

ended March 31, 2024:

and policyholder

liabilities under

investment contracts

ended September 30, 2024:

Balance as of June 30, 2024

Increase in policy holder benefits under investment contracts

Claims and decrease in policyholders’ benefits under investment contracts

Foreign currency adjustment

Balance as of March 31, 2024

Balance as of September 30, 2024

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

9 unchanged sentences

African Reserve

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)

South Africa (continued)

September 30, 2024, was

The prime rate, the benchmark rate at which private sector banks

lend to the public in South Africa,

on September 30, 2024, was

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

Long-term borrowings - Facility G and Facility H

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,

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.

margin, which

Amendment, from October 1, 2023,

will be calculated as:

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.

The Company used cash proceeds

million) received from the

sale of Finbond shares (refer

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

Facility G and Facility H.

September 30,

million Facility

credit facility.

interest rate on this facility as of September 30, 2024, was JIBAR plus

Available short-term facility -

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

September 30,

aggregate amount

short-term South

African overdraft

facility with

As of September 30,

2024, the Company had not

utilized this overdraft facility.

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

may only be used to fund

ATMs and therefore the overdraft utilized and converted to cash to

fund the Company’s ATMs is considered

restricted cash.

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

Borrowings (borrowings) (continued)

South Africa (continued)

RMB Bridge Facilities, comprising a short-term facility obtained

in October 2024

On September 30, 2024, Lesaka SA entered into

a Facility Letter (the "F2024 Facility Letter") with

RMB to provided Lesaka SA

million funding facility (the “Facility”).

The Facility has been used

by Lesaka SA to (i) settle an

amount of ZAR

Adumo transaction

Crossfin Holdings

(RF) Proprietary

Limited (“Crossfin”)

million under a share purchase agreement concluded

between Lesaka SA and Crossfin Holdings ((refer also to

amount of ZAR

million notified by Investec Bank

Limited to Adumo and Lesaka SA

as a result of the transaction

origination fee

Facility also

provides Lesaka

transaction -related expenses.

Interest on the Facility is calculated at the

prime rate plus

The Facility is unsecured and required

to be repaid in full on or before December 13, 2024.

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

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

As of September 30, 2024, the

Connect Facilities include (i) an overdraft facility (general

banking facility) of ZAR

(of which ZAR

million) has been utilized);

(ii) Facility A of ZAR

(iii) Facility B of

million) (both

and (iv) an asset-backed facility of ZAR

million (of which ZAR

fully utilized);

an asset-backed

million) has been utilized).

On October 29,

2024, the Company, through its

wholly owned subsidiary

Cash Connect Management

Solutions (Pty) Ltd,

into an addendum to a facility letter with RMB, to obtain a ZAR

million temporary increase in its overdraft facility for a period

of approximately four

months to specifically

fund the purchase

of prepaid airtime

This temporary

increase is repayable

equal daily instalments which commenced at the end of October

2024 and end of February 15, 2025.

CCC Revolving Credit Facility, comprising

long-term borrowings

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

CCC Revolving

Credit Facility

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

RMB facility, comprising indirect facilities

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

respectively,

of its indirect

and derivative facilities

million (June 30,

million) to enable

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

Borrowings (borrowings)

South Africa (continued)

Nedbank facility, comprising short-term facilities

31, 2024, the

aggregate amount of

the Company’s

As of September

30, 2024, the 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

As of March 31,

2024 and June 30,

2023, the Company had

million) and ZAR

indirect credit facility

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

million), respectively,

4 unchanged sentences

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

Movement in short-term credit facilities

Summarized below

short-term facilities

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

Nedbank facility, comprising short-term facilities

September 30, 2024,

the 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

September 30,

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

million (June 30, 2024:

million) to enable

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

(refer to Note 19).

Borrowings (borrowings) (continued)

South Africa (continued)

Movement in short-term credit facilities (continued)

Summarized below are the

Company’s short-term facilities as of

September 30, 2024, and

the movement in

the Company’s short-

term facilities from as of June 30, 2024 to as of September 30, 2024:

Short-term facilities available as of

March 31, 2023

September 30, 2023

Overdraft restricted as to use for

5 unchanged sentences

Foreign currency

Balance as of March 31, 2024

Balance as of September 30, 2024

Restricted as to use for ATM

No restrictions as to use

Interest rate as of March 31, 2024

Interest rate as of September 30,

Movement in utilized indirect and

2 unchanged sentences

Foreign currency adjustment

Balance as of March 31, 2024

Balance as of September 30, 2024

(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

June 30, 2023

to as of March

the movement in the

Company’s long-term

borrowing from as of

as of June 30, 2024

to as of September

Included in current

8 unchanged sentences

Foreign currency adjustment

Closing balance as of March 31,

Closing balance as of September 30,

Included in current

5 unchanged sentences

Due within 5 years

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

Interest rates as of September 30, 2024

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 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.

calculated as:

Through Leverage

3.50x but greater than 2.75x;

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

% if the LTL ratio is less

introduced to

calculate the

the determination

Company’s borrowing arrangements

with RMB, for the measurement period ending on a specified date.

(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 March 31,

2024 and 2023, was $

on the condensed consolidated statement of operations during the three months ended September 30, 2024 and

million, respectively.

Prepaid facility fees amortized

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

and 2023, respectively,

million and $

included in interest expense

during the three months

ended September

respectively,

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,

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.

servicing and support on

the condensed consolidated statement

of operations for the

three months ended September

Other payables

Summarized below is the breakdown of other payables as of March

Summarized below is the breakdown of other payables as of September

30, 2024, and June 30, 2024:

September 30,

Clearing accounts

3 unchanged sentences

Participating merchants' settlement obligation

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 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,

net of treasury

The following table presents a

2 unchanged sentences

unaudited condensed

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:

consolidated statement of changes in equity as of September 30, 2024

and 2023, respectively:

September 30,

Number of shares, net of treasury:

7 unchanged sentences

other comprehensive

March 31, 2024:

September 30, 2024:

Three months ended

March 31, 2024

Balance as of January 1, 2024

September 30, 2024

Balance as of July 1, 2024

Movement in foreign currency translation reserve

Balance as of March 31, 2024

Accumulated other comprehensive loss (continued)

Balance as of September 30, 2024

below presents

2 unchanged sentences

component during

March 31, 2023:

September 30, 2023:

Three months ended

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 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

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 March 31, 2024

other comprehensive

March 31, 2023:

Nine months ended

March 31, 2023

September 30, 2023

Accumulated foreign currency

translation reserve

Balance as of July 1, 2023

Release of foreign currency translation reserve related to disposal of Finbond

equity securities

Movement in foreign currency translation reserve related to equity-

1 unchanged sentence

Movement in foreign currency translation reserve

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

(accumulated foreign

currency translation reserve)

to net loss related

to the liquidation

of subsidiaries during

the nine months

March 31, 2024.

Balance as of September 30, 2023

reclassifications from accumulated other

comprehensive loss to net (loss) income

during the three months ended

September 30, 2024 and 2023.

Stock-based compensation

7 unchanged sentences

Stock option and restricted stock activity

The following table summarizes stock option activity for the nine months

ended March 31, 2024 and 2023:

The following table summarizes stock option activity for the three months

ended September 30, 2024 and 2023:

Outstanding - June 30, 2024

Granted - December 2023

Outstanding - March 31, 2024

Outstanding - September 30, 2024

Outstanding - June 30, 2023

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

Outstanding - September 30, 2023

stock options

respectively.

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

ended September

stock options

non-employee director

approximately

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

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 nine months

ended March 31,

2024 and 2023:

Nine months ended

Expected volatility

Expected dividends

Expected life (in years)

Risk-free rate

Stock-based compensation (continued)

Stock option and restricted stock activity

options during the three months

ended September 30, 2024.

Employees and

a non-employee director forfeited an

stock options during the three months ended September 30, 2023.

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

March 31, 2024:

and expecting to vest - March 31, 2024

September 30, 2024:

and expecting to vest - September 30, 2024

These options have an exercise price range of $

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

Company issues new shares to satisfy stock option exercises.

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

Exercisable - September 30, 2024

stock options became exercisable during each of the three months ended September 30, 2024 and 2023.

The Company issues

new shares to satisfy stock option exercises.

Stock-based compensation (continued)

1 unchanged sentence

Restricted stock

The following table summarizes restricted stock activity for the nine

months ended March 31, 2024 and 2023:

The following table summarizes restricted stock activity for the three

months ended September 30, 2024 and 2023:

restricted stock

3 unchanged sentences

Total granted

Granted – October 2023

Granted – October 2023, with performance conditions

Granted – October 2023

Granted – January 2024

Granted – February 2024

– November 2023

– December 2023

– February 2024

Non-vested – March 31, 2024

Non-vested – June 30, 2022

Total Granted

Granted – July 2022

Granted – August 2024

Granted – November 2022

Granted – December 2022

Granted – December 2022, with performance awards

Granted – January 2023

– November 2022

– December 2022

– February 2023

Total granted and vested

- December 2022

Granted - December 2022

- December 2022

Non-vested – March 31, 2023

Stock-based compensation (continued)

Stock option and restricted stock activity (continued)

Restricted stock (continued)

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 January 2024,

the Company awarded

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

In October 2023, the Company

shares of restricted stock to

of its executive officers

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

period ended are as follows:

Prior to the first anniversary of the grant date:

weighted-average

approximately

times higher (i.e.

or higher) than $

Fiscal 2026, the Company’s

November 17, 2025 is

times higher (i.e.

or higher) than $

Fiscal 2027, the Company’s

November 1, 2026 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

preceding the grant date.

In July 2022,

December 2022 and January

2023, the Company

shares of restricted stock,

respectively,

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

stock in open

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

stock contain

December 31, 2022, 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

the year ended

June 30, 2023,

Non-vested – September 30, 2024

Non-vested – June 30, 2023

Non-vested – September 30, 2023

In August 2024, the Company granted

shares of restricted stock to employees which have

time -based vesting conditions.

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

In July 2024 and 2023, respectively,

shares of restricted stock granted to our former Group CEO vested.

respectively,

ineligible for

transfer until

occurrence of the agreed event.

In July 2023,

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

shares of restricted

stock granted

and he elected

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

In November, December 2022, February

2023 and March 2023, an

restricted stock granted

to employees vested.

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

restricted stock following their termination of employment with the Company.

Stock-based compensation charge and unrecognized compensation

The Company recorded a stock-based

compensation charge, net during the three

months ended March 31,

2024 and 2023, of

The Company recorded a stock-based compensation charge, net during the three months ended September 30, 2024 and 2023, of

million and $

million, respectively, which

million, respectively,

which comprised:

Allocated to cost

3 unchanged sentences

administration

Three months ended March 31, 2024

Three months ended September 30, 2024

Stock-based compensation charge

Reversal of stock compensation charge related to stock

options and restricted stock forfeited

Total - three months

ended March 31, 2024

Three months ended March 31, 2023

ended September 30, 2024

Three months ended September 30, 2023

Stock-based compensation charge

2 unchanged sentences

Total - three months

ended March 31, 2023

Stock-based compensation (continued)

Stock-based compensation charge and unrecognized compensation

cost (continued)

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

2024 and 2023, of $

million and $

million respectively, which

Allocated to cost

of goods sold, IT

servicing and

selling, general

administration

Nine months ended March 31, 2024

Stock-based compensation charge

Reversal of stock compensation charge related to stock

options forfeited

Total - nine months

ended March 31, 2024

Nine months ended March 31, 2023

Stock-based compensation charge

Reversal of stock compensation charge related to stock

options and restricted stock forfeited

Total - nine months

ended March 31, 2023

ended September 30, 2023

The stock-based compensation charges

3 unchanged sentences

cash compensation paid to the relevant employees.

As of March 31, 2024,

the total unrecognized compensation

cost related to stock options

million, which the Company

expects to recognize over

Stock-based compensation (continued)

Stock-based compensation charge and unrecognized compensation

cost (continued)

Company expects to

recognize over

of September 30,

2024, the total

unrecognized compensation cost related to

restricted stock awards

unrecognized compensation cost

stock awards was $

million, which the Company expects to recognize over

During the three months ended

September 30, 2024 and 2023,

the Company recorded a deferred

tax benefit of $

million, respectively,

the stock-based

compensation charge

recognized related

ended September

valuation allowance

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 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.

recognized because

stock-based compensation

recipient and

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

and nine months ended March 31, 2024

The Company’s

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.

carrying value of the redeemable common stock during

the three months ended September 30, 2024 and 2023.

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, 2024.

Basic (loss) earnings per share

8 unchanged sentences

Basic (loss) earnings

calculated using

the two-class

2023, reflects

only undistributed

computation below

(loss) earnings

(participating

dilutive impact 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 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.

Diluted (loss)

11 unchanged sentences

shares of common

stock from the

calculation of diluted

loss per share

nine months ended

the calculation

30, 2024 and 2023, because the effect would be antidilutive.

8 unchanged sentences

Three months ended

Nine months ended

(in thousands except

September 30,

(in thousands except

per share data)

Net loss attributable to Lesaka

Undistributed loss

Percent allocated to common shareholders

(Calculation 1)

Numerator for loss per share:

Undistributed (loss) earnings

Percent allocated to common shareholders (Calculation 1)

Numerator for (loss) earnings per share:

basic and diluted

Denominator for basic (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:

Weighted-average

common shares outstanding

Denominator for diluted (loss) earnings per share:

adjusted weighted

common shares outstanding and assuming conversion

(Loss) Earnings per share:

(Calculation 1)

Basic weighted-average common shares

outstanding (A)

Basic weighted-average common shares

outstanding and unvested restricted shares

Basic weighted-average common shares outstanding (A)

Basic weighted-average common shares outstanding and unvested restricted

expected to vest (B)

1 unchanged sentence

the Company’s

prices ranging

outstanding during

the three months

the computation

ended September

30, 2024, but

were not included

in 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

2023, respectively,

computation of

diluted (loss)

the three months ended September

30, 2023, 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 March 31, 2024.

as of September 30, 2024.

Supplemental cash flow information

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

The following table presents supplemental cash flow disclosures for

the three months ended September 30, 2024 and 2023:

Three months ended

Nine months ended

September 30,

Cash received from interest

Cash paid for interest

Cash paid for income taxes

Cash (refund) paid for income taxes

Supplemental cash flow information (continued)

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 March 31, 2024 and 2023, 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

for the three and nine months

ended March 31,

2024 and 2023:

The following table presents supplemental cash flow disclosure related to leases for the three months ended September 30, 2024

Three months ended

Nine months ended

Cash paid for amounts included in the measurement of

lease liabilities

September 30,

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

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

Operating leases

3 unchanged sentences

reconciliation

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

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 three months ended March 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

disaggregated

reconciliation

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

reportable segments for the three months ended September 30, 2024:

Processing fees

15 unchanged sentences

reconciliation

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

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

Processing fees

25 unchanged sentences

locations which it leases for a period

The Company’s

operating lease expense

during the three

months ended March

million and $

million, respectively.

The Company’s operating

lease expense during the nine

months ended March 31, 2024 and 2023

million and $

The Company’s operating lease expense during the three months ended September 30, 2024 and 2023 was $

million, respectively.

5 unchanged sentences

the three months ended

March 31, 2024 and 2023, was $

million and $

million, respectively.

The Company’s

short-term lease expense during the nine

months ended March 31, 2024 and 2023, was $

September 30, 2024 and 2023, was $

million and $

3 unchanged sentences

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

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

lease liabilities as of September 30, 2024 and June 30, 2024:

September 30,

Right of use assets obtained in exchange for lease obligations:

5 unchanged sentences

The maturities of the Company’s

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

operating lease liabilities as of September 30, 2024, are presented below:

Maturities of operating lease liabilities

ended June 30,

2024 (excluding nine months to March 31, 2024)

2025 (excluding three months to September 30, 2024)

Total undiscounted

11 unchanged sentences

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

the Company’s

to the Company’s

audited consolidated

4 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 March 31,

The reconciliation of the

reportable segment’s revenue to revenue from external

customers for the three

months ended September

30, 2024 and 2023, is as follows:

Total for the three

months ended March 31, 2024

months ended September 30, 2024

Total for the three

months ended March 31, 2023

months ended September 30, 2023

Operating segments (continued)

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 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’

measure of profit or

The Company intends

to obtain a separate

lending facility to fund

a portion of its

Consumer lending during

the twelve months ended June

The Company expected

to have this facility in place on

July 1, 2024, however,

has been unable to finalize

terms as the separate

lending facility will form part

of a broader financing

Therefore, the Company

has included an intercompany interest expense in its Consumer Segment Adjusted EBITDA for the three months ended September 30,

does not allocate

once-off items,

stock-based compensation

charges, certain

lease expenses

(“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 (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-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

charges, 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, certain

interest expense,

equity-accounted investments

to its reportable

Group costs generally include:

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

the US-listed

to compliance

Sarbanes-Oxley

represents non-recurring expense items,

including costs related

to acquisitions and

transactions consummated or

ultimately not pursued.

mark-to-market

Interest adjustment represents the intercompany interest expense included in

the Consumer Segment Adjusted EBITDA.

Stock-based compensation

adjustments reflect

compensation expense

both excluded

stock-based compensation

calculation of

5 unchanged sentences

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:

Company’s loss before income

2025, all lease

charges are allocated

to the Company’s operating

segments, whereas

Company presented

certain lease

operating segments.

information has

been re-presented

the lease charges

previously reported

separate line

Company’s Consumer

and Merchant operating segments.

The reconciliation of

the reportable segments’

measures of profit or

loss to loss before

income tax expense for

the three months

ended September 30, 2024 and 2023, is as follows:

Three months ended

Nine months ended

September 30,

Reportable segments measure of profit or loss

2 unchanged sentences

Unrealized Loss FV for currency adjustments

Lease adjustments

Interest adjustment

Stock-based compensation charge adjustments

1 unchanged sentence

Reversal of allowance of EMI doubtful debt

Gain on disposal of equity-accounted investments

Interest income

5 unchanged sentences

tables summarize

segment information

in accordance

September 30, 2024 and 2023:

Three months ended

Nine months ended

September 30,

Total reportable segment

5 unchanged sentences

Operating segments

million) and Consumer includes retrenchment costs of $

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

(1) Segment Adjusted EBITDA

for the three months

ended September 30, 2024,

includes retrenchments costs for

million) and for Merchant, costs of

Segment Adjusted EBITDA for the three

months ended September

30, 2023, includes

retrenchments costs for

Merchant of $

million) and for Consumer,

information as

13 unchanged sentences

it is not meaningful

to attempt an arbitrary

to attempt an

arbitrary allocation

and segment asset allocation is therefore not presented.

17 unchanged sentences

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

For the three and

nine months ended March 31,

2024, the Company’s effective tax rate was

impacted by the tax expense

For the three months ended September 30, 2024, the Company’s

effective tax rate was impacted by the tax expense recorded

non-deductible

South African

businesses and

the associated

allowances created

regarding net operating losses incurred by these entities.

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

transaction-related

expenditures),

going losses incurred

by certain of

the Company’s

South African businesses

and the associated

valuation allowances created

to the deferred tax assets recognized regarding net operating losses incurred

by these entities.

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

effective tax rate was impacted by the tax expense recorded

non-deductible

3 unchanged sentences

allowances created

assets recognized

regarding net operating losses incurred by these entities.

Income tax (continued)

Uncertain tax positions

accrued interest related to uncertain tax positions

on its balance sheet.

The Company does

t expect changes related

to its unrecognized tax benefits will have a significant impact on its results of operations

or financial position in the next 12 months.

As of three months ended September 30, 2024 and

June 30, 2023, the Company had

unrecognized tax benefits.

2 unchanged sentences

in South Africa,

Botswana, Namibia and

federal jurisdiction.

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.

As of September

the Company’s South African subsidiaries are no longer subject to income tax examination by the South African Revenue Service

periods before

jurisdictions outside

South Africa,

individually material to its financial position, statement of cash flows, or results of operations.

Commitments and contingencies

10 unchanged sentences

its business.

2024) thereby

utilizing part

pays commission

applicable as of September 30, 2024) thereby utilizing part of the Company’s short-term facilities.

The Company pays commission of

% per annum to

6 unchanged sentences

million, translated

2024) thereby

utilizing part

pays commission

applicable as of September 30, 2024) thereby utilizing part of the Company’s short-term facilities.

The Company pays commission of

% per annum to

3 unchanged sentences

third parties.

recognized any

obligation related

guarantees in

its consolidated

balance sheet

The Company has not recognized any obligation related to these

guarantees in its consolidated balance sheet as of September 30,

potential amount that

3 unchanged sentences

million, translated

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).

rates applicable

September 30,

accounts to Nedbank as

security for the guarantees

issued by them

with an aggregate value

million, translated

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.

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

October 2024 acquisition of Adumo

2024, the Company

entered into a

Sale and Purchase

Agreement (the “Purchase

Agreement”) with Lesaka

Crossfin Apis Transactional

Solutions (Pty) Ltd

and Adumo ESS

(Pty) Ltd (“the

the Purchase Agreement

subject to its terms and

conditions, Lesaka, through its

Lesaka SA, agreed to

acquire, and the Sellers agreed

to sell, all of

October 1, 2024.

independent payments and commerce

enablement platform in Southern

Africa, serving approximately

merchants with

operations across

South Africa,

Namibia, Botswana

decades, Adumo

has facilitated

physical and online commerce between retail merchants and end-consumers by offering

a unique combination of payment processing

and integrated software

solutions, which currently

include embedded payments,

integrated payments, reconciliation services,

lending, customer engagement tools, card issuing program management

and data analytics.

Adumo operates

across three businesses,

which provide

payment processing

and integrated software

solutions to different

reconciliation

medium (“SME”) merchants in

South Africa, Namibia and

Botswana, and also provides

card issuing program management

corporate clients such as Anglo American and Coca-Cola;

The Adumo ISV business, also known as GAAP,

has operations in South Africa, Botswana and Kenya, and clients in a further

point-of-sales

Southern Africa, serving clients such as KFC, McDonald’s,

Pizza Hut, Nando’s and Krispy

business offers

online commerce

solutions (Adumo

Online), cloud-based,

multi-channel point-of-sales

credit platform

merchants and corporate clients in South Africa and Namibia.

The acquisition continues the Company’s

consolidation in the Southern African

fintech sector.

The Company’s

ecosystem now

serves approximately

million active consumers,

merchants, and processes over ZAR

billion in throughput (cash, card

The acquisition of Adumo enhances the Company’s strength in both the consumer and merchant markets in which

The purchase consideration was settled through the combination of an issuance of

shares of the Company’s common

stock (“Consideration

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”).

prevailing rate

October 1, 2024) payment in cash.

The Company’s

closing price on the Johannesburg Stock Exchange on October 1, 2024, was ZAR

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

authorities of South

(ii) exchange

control approval from

the financial surveillance

department of the

South African

all necessary

Consideration

shareholders)

implementation

obtaining the

(iv) obtaining

certain third-party

Company obtained confirmation

from RMB that

it has sufficient

of the purchase

consideration;

Adumo shareholders

(including preference

shareholders) with

respect to entering into and implementation of the Purchase Agreement, and

all other agreements and transactions contemplated in the

Purchase Agreement;

(vii) obtained

lender regarding

1 unchanged sentence

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

Agreement, and

agreements and

transactions contemplated

Purchase Agreement;

certain Seller’s

shareholders regarding

Adumo entering

International

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

in the definition of

“Put Shares” under

purchase agreements to dispose

of an amount of Consideration

Shares (which ultimately was determined

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

States Securities

Consideration

reasonable efforts to have the resale registration statement declared

effective by the SEC following its filing.

transaction-related

transaction related

expenditures of

further significant

transaction costs

over the remainder of the 2024 calendar year.

over the remainder of the 2025 fiscal year.

Acquisitions (continued)

October 2024 acquisition of Adumo (continued)

Consideration Shares for ZAR

The transaction was settled in early October

and the shares of Company’s common

stock repurchased will be included in the Company’s

treasury shares.

this Quarterly

preliminary allocation

of the purchase consideration

related to this acquisition

in its unaudited

financial statements to

its Quarterly Report on Form 10-Q for the quarterly period ended

December 31, 2024.

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