What changed in this filing

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Item 1. Financial Statements

2025-02-05 compared with 2024-11-06 · 1872 added, 793 removed, 1234 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 - September:

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

OPERATING LEASE RIGHT-OF-USE (Note 17)

22 unchanged sentences

COMMON STOCK (Note 11)

Issued and outstanding shares, net of treasury - September:

Issued and outstanding shares, net of treasury - December:

PREFERRED STOCK

14 unchanged sentences

Three months ended

September 30,

(In thousands, except per

Six months ended

(In thousands, except per share

REVENUE (Note 16)

3 unchanged sentences

Transaction costs related to Adumo acquisition (Note 2)

OPERATING (LOSS) INCOME

REVERSAL OF (ALLOWANCE) OF EMI

DOUBTFUL DEBT (Note 2 and 5)

OPERATING INCOME

CHANGE IN FAIR VALUE

OF EQUITY SECURITIES (Note 5 and 6)

LOSS ON DISPOSAL OF EQUITY-ACCOUNTED INVESTMENT

REVERSAL OF ALLOWANCE FOR

DOUBTFUL EMI DEBT

INTEREST INCOME

INTEREST EXPENSE

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)

LOSS BEFORE INCOME TAX (BENEFIT) EXPENSE

INCOME TAX (BENEFIT) EXPENSE (Note 19)

NET LOSS BEFORE EARNINGS (LOSS) FROM EQUITY-

ACCOUNTED INVESTMENTS

EARNINGS (LOSS) FROM EQUITY-ACCOUNTED INVESTMENTS

LESS NET INCOME ATTRIBUTABLE

TO NON-CONTROLLING

NET LOSS ATTRIBUTABLE

Net loss per share, in United States dollars

5 unchanged sentences

Three months ended

September 30,

Six months ended

(In thousands)

Other comprehensive income (loss), net of taxes

(In thousands)

Other comprehensive (loss) income, net of taxes

Movement in foreign currency translation reserve

Movement in foreign currency translation reserve related to equity-accounted

Release of foreign currency translation reserve related to

liquidation of subsidiaries (Note 12)

Release of foreign currency translation reserve related to

disposal of Finbond equity securities (Note 12)

Movement in foreign currency translation reserve related

to equity-accounted investments

Total other comprehensive

income (loss), net of taxes

Comprehensive income (loss)

Add comprehensive loss attributable to non-controlling interest

Comprehensive income (loss) attributable to Lesaka

(loss) income, net of

Comprehensive (loss) income

Less comprehensive loss attributable to non-

controlling interest

Comprehensive (loss) income attributable to

See Notes to Unaudited Condensed Consolidated Financial Statements

4 unchanged sentences

comprehensive

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

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

in thousands)

Balance – October 1, 2023

( 25,244,286 )

Shares repurchased (Note 13)

Restricted stock granted (Note 13)

Exercise of stock options (Note 13)

Stock-based compensation charge

Reversal of stock-based compensation

charge (Note 13)

Stock-based compensation charge

related to equity-accounted investment

Other comprehensive loss (Note 12)

Balance – December 31, 2023

( 25,295,261 )

LESAKA TECHNOLOGIES, INC.

Unaudited Condensed Consolidated Statements of Changes in Equity

Lesaka Technologies, Inc.

shares, net of

comprehensive

For the six months ended December 31, 2023 (dollar

amounts in thousands)

Balance – July

( 25,244,286 )

Exercise of stock options

Shares repurchased (Note 13)

Restricted stock granted (Note 13)

Exercise of stock options (Note 13)

Stock-based compensation charge

4 unchanged sentences

Other comprehensive loss (Note 12)

Balance – September 30, 2023

Balance – December 31, 2023

( 25,295,261 )

See Notes to Unaudited Condensed Consolidated Financial

LESAKA TECHNOLOGIES, INC.

3 unchanged sentences

comprehensive

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

For the three months ended December 31, 2024 (dollar amounts

in thousands)

Balance – July 1, 2024

Balance – October 1, 2024

( 25,563,808 )

Shares issued (Note 2 and Note 11)

Shares repurchased (Note 13)

( 2,733,557 )

Restricted stock granted (Note 13)

Exercise of stock options (Note 13)

Stock-based compensation charge

1 unchanged sentence

charge (Note 13)

Other comprehensive income (Note

Balance – September 30, 2024

Adumo non-controlling interest

acquired (Note 2)

Dividends paid to non-controlling

Other comprehensive loss (Note 12)

Balance – December 31, 2024

( 28,297,365 )

LESAKA TECHNOLOGIES, INC.

Unaudited Condensed Consolidated Statements of Changes in Equity

Lesaka Technologies, Inc.

For the six months ended December 31, 2024 (dollar

amounts in thousands)

Balance – July 1,

( 25,563,808 )

Shares issued (Note 2 and Note 11)

Shares repurchased (Note 13)

( 2,733,557 )

Restricted stock granted

Exercise of stock options (Note 13)

Stock-based compensation charge

Reversal of stock-based compensation

charge (Note 13)

Stock-based compensation charge

related to equity-accounted investment

Adumo non-controlling interest

acquired (Note 2)

Dividends paid to non-controlling

Other comprehensive loss (Note 12)

Balance – December 31, 2024

( 28,297,365 )

See Notes to Unaudited Condensed Consolidated Financial

LESAKA TECHNOLOGIES, INC.

Unaudited Condensed Consolidated Statements of Cash Flows

Three months ended

September 30,

Six months ended

(In thousands)

Cash flows from operating activities

Depreciation and amortization

Movement in allowance for doubtful accounts receivable and finance loans receivable

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

Movement in allowance for doubtful loans to equity-accounted investments

Movement in allowance for doubtful accounts receivable

Fair value adjustment related to financial liabilities

Interest payable

Facility fee amortized

Loss on disposal of equity-accounted investments (Note 6)

(Earnings) Loss from equity-accounted investments

Movement in allowance for doubtful loans to equity-accounted investments

Change in fair value of equity securities (Note 5 and 6)

Profit on disposal of property, plant and equipment

Movement in interest payable

Facility fee amortized

Stock-based compensation charge (Note 13)

Decrease (Increase) in accounts receivable and other receivables

Dividends received from equity-accounted investments

Increase in accounts receivable

Increase in finance loans receivable

Increase in inventory

(Decrease) Increase in accounts payable and other payables

Increase in taxes payable

(Increase) Decrease in inventory

Increase (Decrease) in accounts payable and other payables

(Decrease) Increase in taxes payable

Decrease in deferred taxes

4 unchanged sentences

Acquisition of intangible assets

Acquisitions, net of cash acquired

Proceeds from disposal of equity-accounted investment (Note 6)

Repayment of loans by equity-accounted investments

Net change in settlement assets

Net cash provided by (used in) investing activities

Net cash (used in) provided by investing activities

Cash flows from financing activities

3 unchanged sentences

Repayment of long-term borrowings (Note 9)

Acquisition of treasury stock (Note 13)

Proceeds from exercise of stock options

Guarantee fee

Dividends paid to non-controlling interest

Net change in settlement obligations

Net cash (used in) provided by financing activities

Effect of exchange rate changes on cash

Net decrease in cash, cash equivalents and restricted cash

Net cash provided by financing activities

Effect of exchange rate changes on cash and cash equivalents

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

Cash, cash equivalents and restricted cash – beginning of period

3 unchanged sentences

Notes to the Unaudited Condensed Consolidated Financial Statements

for the three months ended September 30, 2024 and 2023

for the three and six months ended December 31, 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

September 30,

not necessarily

indicative of

believes that

disclosures are adequate to make the information presented not misleading.

disclosures required

for interim financial

of operations

for the three

months ended December 31, 2024 and

2023, are not necessarily indicative

of the results for the full year.

The Company believes that

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

accounting policies and financial notes thereto included in the

28 unchanged sentences

Recent accounting pronouncements not yet adopted

as of September 30, 2024

as of December 31, 2024

requirements.

15 unchanged sentences

of this guidance on its financial statements and related disclosures.

Statement—Reporting

Comprehensive

Income—Expense

Disaggregation

disaggregated

business entities.

The guidance does not change the expense captions an

entity presents on the face of the income statement;

disaggregation

This guidance is effective for the

Company beginning July 1, 2027.

adoption is permitted.

The Company is

assessing the impact of this guidance on its financial statements and related disclosures.

The Company did not make

any acquisition during the six

months ended December 31, 2023.

The cash paid, net of

cash received

related to the Company’s acquisitions during

the six months ended December 31, 2024, is summarized in the table below:

Total cash paid

cash acquired

Total cash paid, net

of cash received

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.

approximately

end-consumers

reconciliation

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

consolidation in

African fintech

At acquisition,

the Company’s

ecosystem served approximately

million active consumers,

merchants, and processes over ZAR

billion in throughput

markets in which it operates.

The total purchase

consideration was ZAR

million) and comprised

the issuance of 17,279,803

shares of the

(“Consideration Shares”)

multiplied by

The purchase consideration was settled through

the combination of the Consideration Shares and a ZAR

million, translated at the prevailing

as of October 1, 2024)

payment in cash.

The Company’s

closing price on

the Johannesburg

Stock Exchange on

October 1, 2024,

using the October

exchange rate).

authorities of South

(ii) exchange

control approval from

the financial surveillance

department of the

South African

all necessary

Consideration

(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

Adumo entering

implementing the

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

purchase agreements to dispose

of an amount of Consideration

Shares (which ultimately was determined

Consideration

The Company agreed to file a

resale registration statement with the United States

Securities and Exchange Commission (“SEC”)

covering the resale of the Consideration Shares by the Sellers.

The resale registration statement

was declared effective by the SEC on

December 6, 2024.

Acquisitions (continued)

October 2024 acquisition of Adumo (continued)

The Company incurred transaction-related expenditures of $

million during the six months ended December 31,

2024, related

to the acquisition

Company’s accruals presented in Note

December 31, 2024,

includes an accrual

of transaction

remainder of the 2025 fiscal year.

November 2024 acquisition of Innervation Value

Added Services Namibia Pty Ltd (continued)

(“Adumo AT”),

acquired the remaining

shares (representing

% of the issued and

outstanding shares) it did

not own in Innervation

Added Services Namibia Pty Ltd

million, translated at November 1, 2024

Nam was accounted for using the equity method prior to the acquisition of a controlling interest in the company.

million of the purchase price

prior the acquisition of Adumo

by the Company and the

balance of ZAR

transaction costs related to this acquisition.

foreign exchange rates applicable on the date of acquisition, in provided

is the table below:

Acquisitions during fiscal 2025 through December

Cash and cash equivalents

Accounts receivable

Property, plant and equipment

Operating lease right of use asset

Equity-accounted investment

Intangible assets

Deferred income taxes assets

Other long-term assets

Current portion of long-term borrowings

Accounts payable

Other payables

Operating lease liability - current

Income taxes payable

Deferred income taxes liabilities

Operating lease liability - long-term

Long-term borrowings

Other long-term liabilities

Settlement assets

Settlement liabilities

Fair value of assets and liabilities on acquisition

non-controlling

determined as

the non-controlling

interests respective

the equity value

of the entity

was adjusted for

% minority discount.

The allocation of the

purchase price is

preliminary and not

yet finalized.

The preliminary

allocation of the purchase price

is based upon preliminary estimates which

used information that was available

to management at the

these estimates

change within the measurement period,

up to one year

from the acquisition date.

Accordingly, the allocation may

to refine certain inputs to the calculation of acquired intangible assets and the valuation

of the non-controlling interest.

Acquisitions (continued)

2025 Acquisitions (continued)

Intangible assets acquired

intangible assets were identified related

to the acquisition of IVAS

Summarized below is the

fair value of the Adumo

intangible assets acquired and the weighted-average amortization period:

Fair value as of

acquisition date

Weighted-average

period (in years)

Finite-lived intangible asset:

Acquired during the six months ended December 31, 2024:

Adumo – technology assets

Adumo – customer relationships

Adumo – brands

On acquisition, the

Company recognized a

deferred tax liability

of approximately $

million related to

the acquisition of

intangible assets during the six months ended December 31, 2024.

Pro forma results related

to acquisitions

Pro forma results

of operations have

not been presented

for the acquisition

acquisition is not material to the Company.

Since the closing of the IVAS

Nam acquisition, it has contributed revenue and net income

million and $

million, respectively, for the

six months ended December 31, 2024.

operations are

the Company’s

statements from

unaudited pro

forma revenue

income information

has been prepared

acquisition of

2023 using the applicable average foreign exchange rates for the periods presented:

Six months ended

The unaudited pro forma financial

information presented above includes the

business combination accounting and

other effects

acquisition including

(1) amortization

expense related

intangibles and

deferred tax;

interest income,

purchase price

an adjustment

applicable transaction-related costs recognized in

the Company’s consolidated statement of

operations for six months

ended December

31, 2024, and

include the applicable transaction

-related costs for the

year ended June 30,

The unaudited pro

forma net income

presented above does not include any cost savings or other synergies

that may result from the acquisition.

The unaudited pro forma

information as presented above

is for information purposes

only and is not indicative

of the results of

operations that would have been achieved if the acquisition had occurred on

Since the closing

of the acquisition,

Adumo has contributed

million and net

income attributable to

including intangible assets amortization related to assets acquired, net of deferred

Accounts receivable, net and other receivables and

1 unchanged sentence

Accounts receivable, net and other receivables

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

The Company’s accounts receivable,

net, and other receivables as of December 31, 2024, and June 30, 2024, are presented in

the table below:

September 30,

Accounts receivable, trade, net

6 unchanged sentences

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

September 2024:

December 2024:

Current portion of total held to maturity investments

64 unchanged sentences

investment in a note which was

due to mature in

August 2022 and forms

part of Cell C’s

due to mature

in August 2022 and

forms part of

capital structure.

value as of each of

September 30, 2024,

carrying value as of

each of December 31,

June 30, 2024, respectively was $

1 unchanged sentence

other receivables.

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 September 30, 2024, and June 30, 2024, is presented

loans receivable, net, as of December 31, 2024, and June 30, 2024, is presented

in the table below:

September 30,

Microlending finance loans receivable, net

17 unchanged sentences

lending activities

Certain merchant finance loans receivable with an aggregate balance of $

million as of September 30, 2024 have been pledged as

Certain merchant finance loans receivable with an aggregate balance

million as of December 31, 2024 have been pledged as

security for the Company’s

4 unchanged sentences

microlending operations in South Africa whereby it provides

unsecured short-term

loans to qualifying

unsecured short-term loans to qualifying customers.

Loans to customers

, with the majority

have a tenor of up to

, with the majority of loans

originated having

2 unchanged sentences

loans within the

portfolio have similar characteristics and management uses similar processes to monitor and assess

the credit risk of the lending book.

portfolio have similar characteristics and management uses similar processes to monitor and assess the

credit risk of the lending book.

Refer to Note 5 related to the Company risk management process related to

15 unchanged sentences

lifetime loss

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,

rate as of each of June

30, 2024 and December 31,

The performing component (that

is, outstanding loan payments

the outstanding

Merchant finance loans receivable

19 unchanged sentences

Merchant finance loans receivable (continued)

experience over

the lifetime of

loans generated thus

to calculate a

lifetime loss rate

for the lending

The Company uses historical default

experience over the lifetime of loans generated

thus far in order to calculate a lifetime

rate for the lending

The allowance

for credit losses related to these merchant finance loans receivables

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-

for credit losses related

to these merchant

finance loans receivables

is calculated by adding

together actual receivables in default plus

multiplying the lifetime loss rate

with the month-end outstanding lending book.

approximately

outstanding loan

under-performing

component (that

1 unchanged sentence

loan payments

and non-performing

component (that

is, outstanding

book represents

non-performing

approximately

%, respectively,

under-performing

non-performing

the book represents

The performing

under-performing component and

non-performing component of the book represents

approximately

%, respectively,

of the outstanding

as of September

of the outstanding lending book as of December 31, 2024.

The Company’s inventory

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

September 30,

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

Raw materials

6 unchanged sentences

previously classified as

goods subject to sale restrictions.

The Company sold all of this inventory during

the three months ended September 30, 2024.

goods subject to

sale restrictions.

Company sold all

inventory during the

months of the

ended December

Fair value of financial instruments

40 unchanged sentences

interest rates, which

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

to manage this risk.

The Company generally maintains surplus cash

in cash equivalents

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

calendar 2024 however the South African Reserve Bank announced a 25-basis point reduction in the South African repurchase rate in

September 2024

further reductions

the short-term.

Therefore, ignoring

borrowing to decline moderately in the foreseeable future, however,

the Company would expect a higher cost of borrowing if interest

rates were to increase in

Company periodically evaluates the

cost and effectiveness

of interest rate hedging

equivalents and

occasionally invested in marketable securities.

non-performance

69 unchanged sentences

extended period of time without influencing the exchange-traded price,

Financial instruments

Fair value of financial instruments (continued)

Financial instruments (continued)

The following

23 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 observable inputs – investment in MobiKwik

The Company’s

equity shares of

One MobiKwik Systems Limited

(“MobiKwik”).

listed on the

National Stock Exchange of India (“NSE”) on December 18, 2024.

Up until its listing MobiKwik did not have a readily determinable

fair value and the

Company elected to measure

its investment in MobiKwik

at cost minus impairment,

plus or minus changes

resulting from observable price changes in orderly transactions

for the identical or a similar investment of the same issuer

or minus changes

in observable prices equity

securities”).

From the date

of MobiKwik’s

listing, the Company has

used MobiKwik’s

closing price reported

trading day related

of the Company’s

reporting period to

determine the fair

value of the equity securities

owned by the Company.

The Company has determined

a fair value per MobiKwik

per share at the USD:

INR exchange rates applicable as of December 31, 2024).

Refer to Note 6 for additional information.

Asset measured at fair value using significant unobservable inputs – investment

8 unchanged sentences

the fair value of

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

its investment in Cell C as of December 31, 2024 and June 30, 2024, respectively,

and valued Cell C at $

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

The Company incorporates the payments under Cell C’s

of December 31, 2024, and

June 30, 2024, respectively.

The Company incorporates the payments

under Cell C’s

lease liabilities into

1 unchanged sentence

forecast period.

assumed a marketability

minority discount from

utilized the latest

business plan provided

Adjustments have been made to the WACC

rate to reflect the Company’s

assessment of risk to Cell C achieving its business plan.

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

assumed a marketability discount of

% and a minority discount of

The Company utilized the latest business plan provided by

Cell C management for the

period ending December 31, 2027, for

the December 31, 2024, and June

30, 2024, valuations.

have been made to the WACC

rate to reflect the Company’s assessment

of risk to Cell C achieving its business plan.

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

and June 30, 2024:

8 unchanged sentences

% as of June 30, 2024)

Net adjusted external debt - September 30, 2024:

Net adjusted external debt - December 31, 2024:

billion), no lease liabilities included

3 unchanged sentences

dollars at exchange rates applicable as of

September 30, 2024.

December 31, 2024.

(2) translated from ZAR to U.S.

3 unchanged sentences

% decrease and

increase in the

the EBITDA margins

respectively used

30, 2024, all

translated at exchange rates applicable as of September 30, 2024:

margins respectively

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

Sensitivity for fair value of Cell C investment

2 unchanged sentences

EBITDA margin

September 30,

2024, represented

The aggregate

the Company’s

total assets,

The Company expects

to hold these

shares for an

extended period of

time and that

be short-term equity

price volatility

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

according to the fair value hierarchy:

be short-term

volatility with

shares, and with respect to Cell C specifically,

particularly given that Cell C remains in a turnaround process.

Fair value of financial instruments

The following table

Company’s assets measured at

fair value on

of December 31,

2024, according

to the fair value hierarchy:

Quoted Price in

2 unchanged sentences

Investment in Cell C

Investment in MobiKwik

Related to insurance

6 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 months ended September 30, 2024 and 2023,

transfers in or out of Level 3 during the six months ended December 31, 2024 and 2023,

respectively.

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

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

3, during the six months ended December 31, 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 three months ended September

categorized within Level 3, during the six months ended December 31, 2024:

Carrying value

1 unchanged sentence

Foreign currency adjustment

Balance as of September 30, 2024

Balance as of December 31, 2024

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

1 unchanged sentence

the carrying value.

Fair value of financial instruments

Summarized below is the movement in the carrying value

1 unchanged sentence

a recurring basis, and

categorized within Level 3, during the three months ended September

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

Carrying value

1 unchanged sentence

Foreign currency adjustment

Balance as of September 30, 2023

Balance as of December 31, 2023

foreign currency

29 unchanged sentences

Equity-accounted investments

The Company’s ownership

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

The Company’s

ownership percentage in its equity-accounted

investments as of December 31,

2024, and June 30, 2024, was as

September 30,

Sandulela Technology

1 unchanged sentence

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

Finbond impairments recorded

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

Sale and impairment of Finbond shares during

the three and six months ended December 31, 2023

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, which were

December 2023.

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

The Company is required to include any foreign

proceeds received

million) were

repay capitalized

under the Company’s borrowing

considered this

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

currency translation

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

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

referenced in

the August 2023

agreement referred to

above to calculate

the determined fair

value for Finbond.

2023 agreement referred to above to calculate the determined fair value for Finbond.

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

Equity-accounted investments (continued)

Sale and impairment of Finbond shares during

the three and six months ended December 31, 2023

The Company sold

shares in Finbond for

cash during the three

and six months ended

December 31, 2023, respectively.

including accumulated reserves,

of the investment

in Finbond as of

the disposal date.

following table presents

the calculation of

the disposal of Finbond shares during the three and six months ended December

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

wholly-owned subsidiary,

26 unchanged sentences

been received as

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

of December 31, 2024 (refer to Note 3)).

Summarized below is the

2 unchanged sentences

investments during

the three months ended September 30, 2024:

the six months ended December 31, 2024:

Investment in equity

Balance as of June 30, 2024

Stock-based compensation

Comprehensive income:

2 unchanged sentences

Share of net (loss) earnings

Dividends received

Equity-accounted investment acquired in business combination (Note

Disposal of equity accounted investment (Note 2)

Foreign currency adjustment

Balance as of September 30, 2024

Balance as of December 31, 2024

(1) Includes Sandulela,

8 unchanged sentences

Other long-term assets

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

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

31, 2024, and June 30, 2024:

September 30,

Total equity investments

9 unchanged sentences

Reinsurance assets under insurance contracts (Note 8)

Other long-term assets

Total other long-term

record these investments

at cost minus impairment,

plus or minus changes

resulting from observable

price changes in orderly

transactions for the identical or a similar investment of the same issuer.

Company determined

that MobiKwik

December 2024)

readily determinable

and therefore elected

to record these

investments at cost

minus impairment, if

plus or minus

changes resulting from

price changes in orderly transactions for the identical or a similar investment

of the same issuer.

(2) On October 16, 2020,

3 unchanged sentences

placed into liquidation.

Refer to Note 5 for additional information regarding

the determination of the fair value of Company’s

investment in MobiKwik

investment in MobiKwik by $

million from $

million as of December 31, 2024.

The change in the fair value

of MobiKwik for the three and

six months ended December 31, 2024,

million, is included in the

caption “Change in fair value

of equity securities” in the consolidated statement of operations for

the three and six months ended December 31, 2024.

Summarized below

4 unchanged sentences

fair value and

maturity investments as of September 30, 2024:

maturity investments as of December 31, 2024:

Equity securities:

Investment in MobiKwik

Investment in CPS

11 unchanged sentences

Summarized below is the movement in the carrying value of goodwill

for the three months ended September 30, 2024:

for the three months ended December 31, 2024:

Balance as of June 30, 2024

Acquisitions (Note 2)

Foreign currency adjustment

Balance as of September 30, 2024

Balance as of December 31, 2024

(1) – Represents goodwill arising from the acquisition of Adumo

and IVAS Namibia and translated at the foreign exchange rates

applicable on the date

the transactions became

This goodwill

has been allocated to

the Merchant and

Consumer reportable

operating segments.

(2) – The foreign currency adjustment represents the effects

1 unchanged sentence

dollar on the carrying value.

Goodwill and intangible assets, net (continued)

Goodwill (continued)

Goodwill associated with the acquisitions

represents the excess of cost over the fair value of acquired net assets.

arising from these acquisitions is not deductible for tax purposes.

See Note 2 for

the allocation of the purchase price to the fair value

of acquired net assets.

Refer to Note 7 for additional information regarding changes

to the Company’s reportable segments during the six months ended

December 31, 2024.

Goodwill has been allocated to the Company’s

reportable segments as follows:

Carrying value

Balance as of June 30, 2024

Acquisitions (Note 2)

Foreign currency adjustment

Balance as of September 30, 2024

Balance as of December 31, 2024

(1) The foreign

6 unchanged sentences

Summarized below is

the carrying value and

accumulated amortization of

intangible assets as of

September 30, 2024, and

As of September 30, 2024

the carrying value

and accumulated amortization

of intangible assets as

of December 31,

2024, and June

As of December 31, 2024

As of June 30, 2024

5 unchanged sentences

Total finite-lived

(1) December 31, 2024 balances include the intangible assets acquired as part of

the Adumo acquisition in October 2024.

Goodwill and intangible assets, net (continued)

Intangible assets, net (continued)

Aggregate amortization

expense on the

finite-lived intangible assets

for the three

months ended September

respectively.

thereafter, assuming exchange rates that

prevailed on September 30,

is presented in

the table below.

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)

finite-lived intangible

assets for the

ended December

million and $

million, respectively.

Aggregate amortization expense on the

finite-lived intangible assets for

the six months

ended December

million and $

million, respectively.

Future estimated

annual amortization

five fiscal years

and thereafter,

assuming exchange

rates that prevailed

Actual amortization expense in future periods could differ from this estimate

as a result of acquisitions, changes

in useful lives,

exchange rate fluctuations and other relevant factors.

Fiscal 2025 (excluding six months ended December 31, 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 three

months ended September 30, 2024:

Summarized below

reinsurance assets

and policyholder

liabilities under

insurance contracts

months ended December 31, 2024:

Balance as of June 30, 2024

Increase in policy holder benefits under insurance contracts

Claims and decrease in policyholders’ benefits under insurance contracts

Claims and decrease in policyholders’ benefits under insurance

Foreign currency adjustment

Balance as of September 30, 2024

Balance as of December 31, 2024

(1) Included in other long-term assets (refer to Note 6);

(2) Included in other long-term liabilities;

(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

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

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

and policyholder

liabilities under

investment contracts

ended September 30, 2024:

Summarized below is the movement

in assets and policyholder

liabilities under investment contracts during

the six months ended

December 31, 2024:

Balance as of June 30, 2024

1 unchanged sentence

Foreign currency adjustment

Balance as of September 30, 2024

Balance as of December 31, 2024

(1) Included in other long-term assets (refer to Note 6);

7 unchanged sentences

its borrowings.

Reference rate reform

jurisdictions

(“IBOR reform

reference interest

accelerating rapidly.

The Johannesburg

Interbank Average

Rate (“JIBAR”)

will be replaced

by the new South African Overnight Index Average (“ZARONIA”).

Certain of the Company’s

borrowings reference JIBAR as a base

interest rate.

interest rate at

which rand-denominated

overnight wholesale

obtained by commercial

is uncertainty

surrounding the

transition would

Company is engag

negotiate changes

to its existing

borrowing agreements

or to introduce

language to cater for the transition to ZARONIA in its future borrowing agreements.

The Company is currently renegotiating its borrowing facilities and expects the process to be concluded before

March 31, 2025.

been translated

rates applicable

certificates of

deposit (“NCD”)

the benchmark

private sector

African Reserve

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

banks lend to

the public in

South Africa, on

%, and reduced

2025, following a 0.25% reduction in the South African repo rate, the rate at which private sector banks borrow funds from

African Reserve Bank.

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

Long-term borrowings - Facility G and Facility H

September 30,

million Facility

credit facility.

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

As of December 31, 2024, Lesaka SA’s

facilities included (i) Facility G of ZAR

(ii) Facility H of

million) (both

fully utilized);

million) has been

The interest rate

on these facilities as

of December 31,

2024, was JIBAR

Available short-term facility -

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

may only be used to fund

ATMs and therefore the overdraft utilized and converted to cash to

fund the Company’s ATMs is considered

cancelled its

facility agreement

overdraft facility

and therefore

the overdraft utilized

and converted

fund the Company’s

was considered

restricted cash.

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

Borrowings (borrowings) (continued)

South Africa (continued)

interest rate on this facility was equal to the prime rate.

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

in October 2024 and amended in December 2024

“F2024 Facility

Letter”) with

provided Lesaka

million funding

facility (the

million bridge facility.

The Facility has

been used by Lesaka

SA to (i) settle

an amount of ZAR

due under the Adumo

(refer to Note

Crossfin Holdings (RF)

Proprietary Limited (“Crossfin Holdings”)

million under a

share purchase

agreement concluded between Lesaka SA and Crossfin Holdings (refer

(iii) pay an amount of ZAR

million, which

includes interest, notified

by Investec Bank Limited

to Adumo and Lesaka

SA as a result

of the transaction

described in Note 2,

an origination

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.

transaction -

related expenses.

Letter provides

an additional

facility (“GBF

Facility”) which may be used for general corporate

As of December 31, 2024, the Company

had utilized ZAR

of the bridge facility.

is calculated

unsecured and are required to be repaid in full on or before February

Borrowings (borrowings) (continued)

South Africa (continued)

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

As of September 30, 2024, the

Connect Facilities include (i) an overdraft facility (general

banking facility) of ZAR

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

(of which ZAR

20 unchanged sentences

equal daily instalments which commenced at the end of October

2024 and end of February 15, 2025.

2024 with the final repayment due on February 15, 2025.

CCC Revolving Credit Facility, comprising

1 unchanged sentence

CCC Revolving

Credit Facility

million has been utilized).

3 unchanged sentences

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

0% per annum.

RMB facility, comprising indirect facilities

As of September

30, 2024, the aggregate

amount of the Company’s

As of December

31, 2024, the

aggregate amount

of the Company’s

short-term South African

1 unchanged sentence

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

million), respectively,

of its indirect and derivative

facilities of ZAR

December 31, 2024

30, 2024, the

Company had utilized

million) and ZAR

respectively,

of its indirect

and derivative facilities

million (June 30,

million) to enable the

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

million) to enable

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

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

As of December

31, 2024, the

aggregate amount of the

Company’s short-term South African credit

facility with Nedbank

The credit facility represents indirect and derivative facilities

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

September 30,

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

6 unchanged sentences

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:

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

of December 31, 2024, and

the movement in the Company’s short-

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

Short-term facilities available as of

September 30, 2023

Overdraft restricted as to use for

December 31, 2024

Indirect and derivative facilities

3 unchanged sentences

Balance as of June 30, 2024

Guarantee fee paid

Foreign currency

Balance as of September 30, 2024

Restricted as to use for ATM

Balance as of December 31, 2024

No restrictions as to use

Interest rate as of September 30,

Interest rate as of December 31,

Movement in utilized indirect and

2 unchanged sentences

Foreign currency adjustment

Balance as of September 30, 2024

Balance as of December 31, 2024

(1) Represents the effects of the fluctuations between the

ZAR and the U.S.

(2) Facility E interest set at prime and the Connect facility at prime less

(2) Facility E interest was set at prime, RMB Bridge at prime plus

% and the Connect facility at prime less

Interest expense incurred under

the Company’s South African short-term borrowings

and included in

the caption interest

on the condensed consolidated statement of operations during the three months ended December 31, 2024 and 2023, was $

million, respectively.

Interest expense

incurred under

the Company’s

South African long-term

borrowings and included

the caption interest

expense on the condensed

consolidated statement of

operations during the

six months ended

December 31, 2024

and 2023, was $

million and $

million, respectively.

balance of ZAR

million) on the

The repayment is

included in the

caption repayment

of bank overdraft

included on the Company’s unaudited condensed consolidated statements of cash flows for the three and six months ended December

Borrowings (continued)

1 unchanged sentence

Summarized below is

the movement in the

Company’s long-term

borrowing from as of

as of June 30, 2024

to as of September

the movement in

the Company’s

long-term borrowing from

June 30, 2024

to as of December

Included in current

3 unchanged sentences

Facilities repaid

Non-refundable fees paid

Non-refundable fees amortized

2 unchanged sentences

Foreign currency adjustment

Closing balance as of September 30,

Closing balance as of December 31, 2024

Included in current

5 unchanged sentences

Due within 5 years

Interest rates as of September 30, 2024

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

Base rate (%)

Footnote number

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

(1) Represents the effects of the fluctuations between the

ZAR and the U.S.

calculated as:

8 unchanged sentences

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,

%, in effect from time to time.

(3) Interest on Facility

A and Facility B is calculated

based on JIBAR plus a

margin, which

margin is calculated

the Leverage Ratio (“LR”) is

greater than 3.50x;

% if the LR is less than

3.50x but greater than 2.50x;

ratio is less than 2.50x.

(4) Interest is charged at prime plus

4 unchanged sentences

caption interest expense

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

on the condensed consolidated statement of operations during the three months ended December 31, 2024 and 2023, was $

million, respectively.

Prepaid facility fees amortized

included in interest expense

during the three months

ended September

Prepaid facility fees

amortized included

in interest expense

during the three

months ended December

respectively,

8 unchanged sentences

respectively,

servicing and support on

the condensed consolidated statement

of operations for the

three months ended September

servicing and support on the

condensed consolidated statement of operations

for the three months

ended December 31, 2024 and

Borrowings (continued)

Movement in long-term borrowings (continued)

Interest expense incurred under the Company’s South African long-term borrowings and included in the

caption interest expense

on the condensed

consolidated statement of

operations during the

six months ended

December 31, 2024

and 2023, was

million, respectively.

Prepaid facility fees amortized included in interest expense during the six months ended December

2024 and 2023,

respectively,

million and $

million, respectively.

Interest expense incurred

under the Company’s

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 six months

ended December 31, 2024 and 2023.

cancelled Adumo’s

long-term borrowings

arrangements on

settled Adumo’s

The repayment

borrowings included on the Company’s unaudited condensed consolidated

statements of cash flows

for the three and

six months ended

December 31, 2024.

Other payables

Summarized below is the breakdown of other payables as of September

Summarized below is the breakdown of other payables as of December

31, 2024, and June 30, 2024:

September 30,

Clearing accounts

5 unchanged sentences

Capital structure

October 2024 repurchase of common stock

through Lesaka

Crossfin Holdings

purchase agreement

which Lesaka SA purchased

Consideration Shares for ZAR

The transaction

October 2024,

repurchased have

been included

treasury shares

its unaudited

condensed consolidated

and six months

December 31, 2024.

The repurchase was made outside of the Company’s

million share repurchase authorization.

Redeemable common stock issued pursuant to transaction with the IFC Investors

audited consolidated

financial statements

the year ended

June 30, 2024, for

additional information regarding

its redeemable common

stock issued pursuant to

transaction with

the IFC Investors.

Certain IFC Investors were

investors in Adumo

and the Company

issued an aggregate

additional shares

of its common

IFC Investors pursuant

Purchase Agreement.

Company and the

IFC Investors

amended and restated the Policy Agreement (“Amended and Restated Policy Agreement”) to include these additional shares issued to

Investors to also

be covered by

right included

Amended and Restated

Policy Agreement.

Company accounted

shares as redeemable

common stock as

the put option.

The Company believes

no value and, accordingly,

has not recognized the put option in its consolidated financial statements.

Capital structure (continued)

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

net of treasury

The following table presents a

2 unchanged sentences

unaudited condensed

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

consolidated statement of changes in

equity during the six months ended

December 31, 2024 and 2023, respectively,

and the number

of shares, net of treasury,

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

31, 2024 and 2023, respectively:

September 30,

Number of shares, net of treasury:

7 unchanged sentences

other comprehensive

September 30, 2024:

December 31, 2024:

Three months ended

September 30, 2024

Balance as of July 1, 2024

December 31, 2024

Balance as of October 1, 2024

Release of foreign currency translation reserve related to liquidation of subsidiaries

Movement in foreign currency translation reserve

Balance as of September 30, 2024

Balance as of December 31, 2024

below presents

2 unchanged sentences

component during

September 30, 2023:

December 31, 2023:

Three months ended

September 30, 2023

Accumulated foreign currency

translation reserve

December 31, 2023

Balance as of October 1, 2023

Release of foreign currency translation reserve related to disposal of

Finbond equity securities

Movement in foreign currency translation reserve related to liquidation

of subsidiaries

Movement in foreign currency translation reserve

Balance as of December 31, 2023

Accumulated other comprehensive loss (continued)

comprehensive

December 31, 2024:

Six months ended

December 31, 2024

Balance as of July 1, 2024

Movement in foreign currency translation reserve related to equity-

accounted investment

Release of foreign currency translation reserve related to liquidation

of subsidiaries

Movement in foreign currency translation reserve

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.

Balance as of December 31, 2024

comprehensive

December 31, 2023:

Six months ended

December 31, 2023

Balance as of July 1, 2023

Release of foreign currency translation reserve related to disposal of Finbond

equity securities

Movement in foreign currency translation reserve related to equity-accounted

Movement in foreign currency translation reserve related to liquidation

of subsidiaries

Movement in foreign currency translation reserve

Balance as of December 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.

respectively, from

accumulated other comprehensive loss (accumulated foreign currency

translation reserve) to net loss related to the

liquidation of subsidiaries During each of the three and

six months ended December 31, 2023, the

Company reclassified losses of $

million, respectively, from accumulated other

comprehensive loss

(accumulated foreign currency translation

reserve) to net

to the disposal

Finbond (refer

The Company also

reclassified a gain

million from accumulated

comprehensive loss (accumulated foreign currency translation reserve)

to net loss related to the liquidation of subsidiaries.

Stock-based compensation

7 unchanged sentences

Stock option and restricted stock activity

The following table summarizes stock option activity for the three months

ended September 30, 2024 and 2023:

The following table summarizes stock option activity for the six months

ended December 31, 2024 and 2023:

Outstanding - June 30, 2024

Outstanding - September 30, 2024

Granted - December 2024

Outstanding - December 31, 2024

Outstanding - June 30, 2023

Outstanding - September 30, 2023

stock options

ended September

stock options

approximately

Granted – December 2023

Outstanding - December 31, 2023

The Company awarded

stock options to an executive officer during the three and six months ended December 31,

The Company awarded a further

to the same executive officer in January 2025 with strike prices ranging from $

stock options will vest on

December 31, 2026, and

vesting is subject to the

executive officers continued

employment with

through to the

vesting date.

stock options expire

on January 31,

stock options

Mazanderani, the

Executive Chairman,

ended December

These options

vested in December

2024, but may

only be exercised

during a period

commencing from

2028 to January

ended December

the exercise of

stock options, respectively.

During the three and six months ended December

31, 2023, the Company received $

the exercise of

stock options, respectively.

Employees forfeited

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.

an aggregate of

stock options during the three and six months ended December 31, 2023.

assumptions noted in the following table.

The estimated expected

volatility is calculated based on the Company’s

- day volatility.

The estimated

expected life

determined based

historical behavior

granted options

with similar terms.

The table below

presents the range

of assumptions used

to value stock

options granted during

the six months

ended December

31, 2024 and 2023:

Six months ended

Expected volatility

Expected dividends

Expected life (in years)

Risk-free rate

Stock-based compensation (continued)

The Company’s

Restated 2022

Stock Incentive

certain stock-based

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

Form 10-K for the year ended June 30, 2024.

Stock option and restricted stock activity

Options (continued)

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

September 30, 2024:

and expecting to vest - September 30, 2024

December 31, 2024:

and expecting to vest - December 31, 2024

These options have an exercise price range of $

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.

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

Exercisable - December 31, 2024

stock options became exercisable during each

of the three and six

months ended December 31, 2024 and

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 three

months ended September 30, 2024 and 2023:

The following table summarizes restricted stock activity for the six

months ended December 31, 2024 and 2023:

restricted stock

4 unchanged sentences

Granted – August 2024

Non-vested – September 30, 2024

Granted – October 2024

Granted – November 2024, with performance conditions

– November 2024

– November 2024, with performance conditions

– December 2024

Non-vested – December 31, 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.

Total Granted

Granted – October 2023

Granted – October 2023, with performance awards

Granted – October 2023

– November 2023

– December 2023

Non-vested – December 31, 2023

In August 2024 and

October 2024, respectively, the Company granted

shares of restricted

stock to employees

which have time -based vesting conditions and which are subject to the employees continued employment with the Company through

the applicable vesting dates.

executive officers and which

are subject to a time-based

vesting condition and a market

condition and vest in full only

on the date, if

that the following

conditions are

compounded annual

% appreciation in

the Company’s

stock price off

over the measurement period commencing on September 30, 2024 through September 30, 2027, and (2) the recipient is

employed by the Company on a full-time basis through to September 30, 2027.

If either of these conditions is not satisfied,

of the shares of restricted stock will vest and they will be forfeited.

The Company’s

closing price on September 30, 2024, was $

The appreciation levels (times and price) and

annual target percentages to earn the

awards 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 2027, the Company’s

September 30, 2026 is

times higher (i.e.

or higher) than $

Fiscal 2028, the Company’s

November 1, 2027 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)

Grants (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 October 2023, the Company

shares of restricted stock to three

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 three years preceding the grant date.

The Company has agreed

to grant an advisor

shares per month in

lieu of cash for services

provided to the Company.

the advisor have

agreed that the

Company will issue

the shares to

in arrears, on

a quarterly basis.

and six months

ended December

stock-based compensation

included the issuance of

shares of common stock in its issued and outstanding share count.

In July 2024,

shares of restricted

stock granted to Mr.

Meyer, our former

Group CEO, vested.

In November and December

shares of restricted

stock granted to

employees vested.

Certain employees elected

to be withheld

to satisfy the

withholding tax

liability on the

their shares.

been included

treasury shares.

November 2024,

shares of restricted

stock with performance

conditions (share price

vested following the achievement of the agreed performance condition.

In July 2023,

shares of restricted stock granted

In November and

December 2023, an aggregate

shares of restricted stock granted

to employees vested.

Certain employees

shares to be withheld to

the withholding tax liability on the vesting of their shares.

shares have been included in the Company’s treasury

respectively,

restricted stock following their termination of employment with the Company.

restricted stock following their

termination of employment with

the Company or the

failure to achieved agreed

performance conditions

forfeited following

performance targets).

ended December 31, 2023, respectively,

employees forfeited

shares of restricted stock following their termination

of employment with the Company.

Stock-based compensation (continued)

Stock-based compensation charge and unrecognized compensation

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

The Company recorded a stock-based compensation charge, net during the three months ended December 31, 2024 and 2023, of

million and $

6 unchanged sentences

administration

Three months ended September 30, 2024

Three months ended December 31, 2024

Stock-based compensation charge

Reversal of stock compensation charge related to stock

options and restricted stock forfeited

Total - three months

ended September 30, 2024

Three months ended September 30, 2023

ended December 31, 2024

Three months ended December 31, 2023

Stock-based compensation charge

2 unchanged sentences

Total - three months

ended September 30, 2023

ended December 31, 2023

recorded a stock-based

compensation charge,

the six months

ended December 31,

2024 and 2023,

million and $

million respectively, which

Allocated to cost

of goods sold, IT

servicing and

selling, general

administration

Six months ended December 31, 2024

Stock-based compensation charge

Reversal of stock compensation charge related to stock

options and restricted stock forfeited

Total - six months ended

December 31, 2024

Six months ended December 31, 2023

Stock-based compensation charge

Reversal of stock compensation charge related to stock

options and restricted stock forfeited

Total - six months ended

December 31, 2023

The stock-based compensation charges

3 unchanged sentences

cash compensation paid to the relevant employees.

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

December 31, 2024,

the total unrecognized

compensation cost related

to restricted

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

During the three months

ended December 31,

2024 and 2023, the

Company recorded a deferred

tax benefit of $

million, respectively,

the stock-based

compensation charge

recognized related

ended September

valuation allowance

related to the stock-based compensation charge

recognized related to employees of Lesaka.

During the six

respectively,

recognized because

stock-based compensation

recipient and

taxation in the United States.

these periods

Company recorded a valuation allowance related to the full deferred tax benefit recognized

because it does not believe that the stock-

based compensation

deduction would

anticipate generating

sufficient taxable

The Company deducts

the difference between

the market value on

the date of exercise

by the option

recipient and the

exercise price

from income subject to taxation in the United States.

(Loss) Earnings per share

8 unchanged sentences

adjustments to the

carrying value of the redeemable common stock during

the three months ended September 30, 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.

carrying value

of the redeemable

during the three

and six months

ended December 31,

2024 and 2023.

the two-class method

presented below does

not include the impact

of any redemption.

The Company’s

redeemable common stock

described in Note 14 to the Company’s

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

year ended June 30, 2024.

Basic (loss) earnings per share

8 unchanged sentences

Basic (loss) earnings

has been calculated using the two-class

method and basic (loss) earnings per share

for the three months ended September

reflects only undistributed earnings.

The computation below of basic (loss) earnings per

share excludes the net loss attributable

to shares of unvested

restricted stock (participating

non-vested restricted stock)

from the numerator

and excludes the dilutive

of these unvested shares of restricted stock from the denominator.

has been calculated using

the two-class method and

basic (loss) earnings per

share for the three

and six months ended

2023, reflects

only undistributed

computation below

(loss) earnings

(participating

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

Diluted (loss)

11 unchanged sentences

shares of common

the calculation

stock from the calculation

of diluted loss per

share during the

three months ended December

31, 2024 and 2023 because the effect would be antidilutive.

The Company has excluded employee stock options to

calculation of

ended December

and 2023, because the effect would be antidilutive.

(loss) earnings

7 unchanged sentences

Three months ended

September 30,

Six months ended

(in thousands except

per share data)

Net loss attributable to Lesaka

Undistributed (loss) earnings

Percent allocated to common shareholders (Calculation 1)

Numerator for (loss) earnings per share:

Undistributed loss

Percent allocated to common shareholders

(Calculation 1)

Numerator for loss per share:

basic and diluted

Denominator for basic (loss) earnings per share:

Weighted-average

common shares outstanding

Denominator for diluted (loss) earnings per share:

adjusted weighted

common shares outstanding and assuming conversion

(Loss) Earnings per share:

weighted-average common shares outstanding

Effect of dilutive securities:

Denominator for diluted (loss) earnings

adjusted weighted average

common shares outstanding and assuming

Loss per share:

(Calculation 1)

Basic weighted-average common shares outstanding (A)

Basic weighted-average common shares outstanding and unvested restricted

Basic weighted-average common shares

outstanding (A)

Basic weighted-average common shares

outstanding and unvested restricted shares

expected to vest (B)

1 unchanged sentence

the Company’s

outstanding during

the three months

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

ended December

computation of

diluted (loss)

share because

exercise price

average market

the Company’s

common stock.

shares of the Company’s

common stock at prices

ranging from $

per share were outstanding

the three months ended September

30, 2023, respectively, but were not included in

the computation of diluted (loss)

earnings per share

options’ exercise

price was greater

than the average

market price of

Options to purchase

shares of the

Company’s common stock at

prices ranging from

per share were

ended December

respectively,

computation of

diluted (loss)

share because

exercise price

average market

the Company’s

common stock.

The options, which

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

as of September 30, 2024.

The options, which expire at various dates through February 3, 2032,

were still outstanding as of December 31, 2024.

Supplemental cash flow information

The following table presents supplemental cash flow disclosures for

the three months ended September 30, 2024 and 2023:

The following

table presents

ended December

Three months ended

September 30,

Six months ended

Cash received from interest

Cash paid for interest

Cash (refund) paid for income taxes

Cash paid for income taxes

Supplemental cash flow information (continued)

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

Disaggregation of cash, cash equivalents and restricted

Cash, cash equivalents and restricted

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

includes restricted cash

related to cash

withdrawn from the

debt facilities to

This cash may

considered restricted

classified as

restricted cash.

equivalents and

cash also includes cash in certain bank accounts that has

been ceded to Nedbank.

As this cash has been pledged

and ceded it may not

restricted as

and therefore

is classified

as restricted

information regarding the

Company’s facilities.

The following

table presents the

disaggregation of cash,

cash equivalents and

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

June 30, 2024

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 December

31, 2024 and 2023:

Three months ended

September 30,

Cash paid for amounts included in the measurement of lease liabilities

Six months ended

Cash paid for amounts included in the measurement of

lease liabilities

Operating cash flows from operating leases

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

Right-of-use assets obtained in exchange for lease

Operating leases

3 unchanged sentences

reconciliation

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

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

Processing fees

Rest of world

Telecom products

Rest of world

Rest of Africa

Prepaid airtime sold

Rest of Africa

Lending revenue

2 unchanged sentences

Account holder fees

Rest of world

Rest of Africa

Total revenue, derived

from the following geographic locations

Rest of world

from the following geographic

Rest of Africa

Revenue recognition (continued)

2 unchanged sentences

reconciliation

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

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

Processing fees

Rest of world

Telecom products

Rest of world

Rest of Africa

Prepaid airtime sold

Rest of Africa

Lending revenue

2 unchanged sentences

Account holder fees

Rest of world

Rest of Africa

Total revenue, derived

from the following geographic locations

Rest of world

from the following geographic

Rest of Africa

disaggregated

reconciliation

reportable segments for the six months ended December 31, 2024:

Processing fees

Rest of Africa

Prepaid airtime sold

Rest of Africa

Lending revenue

Interest from customers

Insurance revenue

Account holder fees

Rest of Africa

Total revenue, derived

from the following geographic

Rest of Africa

Revenue recognition (continued)

Disaggregation of revenue (continued)

disaggregated

reconciliation

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

Processing fees

Rest of Africa

Prepaid airtime sold

Rest of Africa

Lending revenue

Interest from customers

Insurance revenue

Account holder fees

Rest of Africa

Total revenue, derived

from the following geographic

Rest of Africa

These leasing

12 unchanged sentences

locations which it leases for a period

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

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

December 31, 2024 and 2023 was $

million, respectively.

The Company’s operating lease expense during the

six months ended December 31, 2024 and 2023 was $

million and $

million, respectively.

arrangements,

4 unchanged sentences

the three months ended

September 30, 2024 and 2023, was $

December 31, 2024

and 2023, was $

million and $

million, respectively.

The Company’s

short-term lease expense

six months ended December 31, 2024 and 2023, was $

million and $

million, respectively.

The following table presents supplemental balance

1 unchanged sentence

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

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

September 30,

lease liabilities as of December 31, 2024 and June 30, 2024:

Right of use assets obtained in exchange for lease obligations:

5 unchanged sentences

The maturities of the Company’s

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

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

Maturities of operating lease liabilities

ended June 30,

2025 (excluding three months to September 30, 2024)

2025 (excluding six months to December 31, 2024)

Total undiscounted

10 unchanged sentences

which the entity holds material assets or reports material revenues.

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

to the Company’s

audited consolidated

financial statements

its Annual Report

June 30, 2024.

inter-related

(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 September

Change to internal reporting structure and re

cast of previously reported information

The Company’s

chief operating

decision maker

Executive Chairman.

the Company’s

and internal reporting

structures to present

a new segment,

Enterprise, separately.

The chief operating

decision maker has

analyze the Company’s

operating performance primarily based on three operational lines, namely,

(i) Merchant, which focuses on

both formal and informal sector

Formal sector merchants are generally

in urban areas,

service providers.

Informal sector

merchants, which

sole proprietors

revenues compared

section merchants,

informal urban

always have access to a full-suite of traditional banking products;

(ii) Consumer,

which primarily

individuals who

have historically

been excluded

from traditional

financial services

and to whom we offer transactional accounts (banking), insurance, lending (short-term

loans), payments solutions (digital wallet) and

various value-added services;

(iii) Enterprise, which comprises large-scale corporate and government organizations, including but not limited to banks, mobile

network operators (“MNOs”) and municipalities.

Reallocation of certain activities among operating segments

its operations

focusing on the provision

of physical and digital

prepaid and secure payout

solutions for South African

businesses with large individual

end-users being allocated to Consumer.

Previously reported information has been recast.

The Merchant segment includes revenue generated from the sale of prepaid airtime, and fees earned from the provision

added services (“VAS”)

and card-acquiring services to informal sector merchants.

It also includes activities related to the provision of

juristic entities.

card acquiring

gateway services)

its customers,

provision of point

of sales (“POS”) hardware

and software to

the hospitality industry.

The Company also

provides cash management

and payment services to merchant customers through a digital vault which is located at the customer’s premises and through which the

Company is able to provide

the services which generate

processing fee revenue.

July 1, 2023, the segment

includes fees earned

from transactions performed by customers utilizing its ATM

infrastructure.

Operating segments (continued)

Reallocation of certain activities among operating segments (continued)

The Consumer segment

includes activities related

to the provision

of financial services

to customers,

including a bank

insurance products.

charges monthly

administration fees

bank accounts.

Customers that

account managed by the Company are issued cards that can be utilized to withdraw funds at an ATM or to transact at a merchant POS.

earns processing

transactions processed

on transactions

customers in South Africa for which it earns initiation and monthly service fees, and interest revenue from the second quarter of fiscal

The Company writes life insurance contracts, primarily funeral-benefit policies, and policy holders pay the Company a monthly

insurance premium.

also earns fees

from the provision

of physical and

digital prepaid

and secure payout

solutions for

South African businesses.

The Enterprise segment provides its business and government-related customers with transaction

processing services that involve

the collection, transmittal and retrieval of all transaction data.

This segment also includes sales of hardware

and licenses to customers.

Hardware includes

POS devices, SIM

cards and other

consumables which can

ad hoc basis.

Licenses include

the right to use certain technology developed by the Company.

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

31, 2024 and 2023, is as follows:

Total for the three

months ended September 30, 2024

months ended December 31, 2024

Total for the three

months ended September 30, 2023

Operating segments (continued)

months ended December 31, 2023

The reconciliation of

the reportable segment’s

revenue to revenue from

external customers for the

six months ended December

31, 2024 and 2023, is as follows:

Total for the six months ended

December 31, 2024

Total for the six months ended

December 31, 2023

Operating segments (continued)

1 unchanged sentence

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

The Company is

working on obtaining a

separate lending facility to

fund a portion of

its Consumer lending

twelve months

2024, however,

been unable to

finalize terms as

lending facility

will form part

refinancing of

the Company’s

Therefore, the Company has included an intercompany interest expense in its Consumer Segment Adjusted EBITDA for

ended December

once-off items,

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

depreciation and amortization, impairment

of goodwill or other intangible assets, other

items (including gains or losses on disposal

investments, fair

value adjustments

securities), interest

1 unchanged sentence

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

equity-accounted investments to

its reportable segments.

Group costs generally

employee related

costs in relation

specifically hired

related directly

the US-listed

to compliance

Sarbanes-Oxley

represents non-recurring expense items,

including costs related

to acquisitions and

transactions consummated or

ultimately not pursued.

compliance with

Sarbanes-Oxley Act of

non-employee directors’

US-listed related

directors and officer’s

insurance premiums.

items represent

non-recurring

expense items,

including costs

to acquisitions

and transactions

mark-to-market

Interest adjustment represents the intercompany interest expense included in

the Consumer Segment Adjusted EBITDA.

Stock-based compensation

adjustments reflect

stock-based compensation

calculation of

Adjusted EBITDA

therefore reported

as reconciling items

the reportable

segments’ Segment

Adjusted EBITDA

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:

Consumer Segment Adjusted EBITDA.

The Stock-based compensation adjustments reflect stock-based compensation expense and are

excluded from the calculation of Segment Adjusted

EBITDA and are therefore reported as reconciling

items to reconcile the reportable

segments’ Segment Adjusted EBITDA to the Company’s loss before income tax expense.

Effective from fiscal 2025, all lease charges

are allocated to the Company’s operating

segments, whereas in fiscal 2024 the Company presented certain lease charges on

line outside of

its operating

information has been

re-presented to include

charges which were

reported on a separate line in the Company’s Consumer and Merchant

(now Merchant, Enterprise and Consumer) operating segments.

The reconciliation of the reportable

segments’ measure of profit or

loss to loss before income taxes

for the three and six months

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

Three months ended

September 30,

Six months ended

Reportable segments' measure of profit or loss

1 unchanged sentence

Once-off costs

Unrealized Loss FV for currency adjustments

Interest adjustment

Unrealized Loss FV for currency adjustments

Stock-based compensation charge adjustments

Depreciation and amortization

Loss on disposal of equity-accounted investments

Change in fair value of equity securities

Reversal of allowance of EMI doubtful debt

4 unchanged sentences

Operating segments (continued)

The following

tables summarize

in accordance

September 30, 2024 and 2023:

The following tables summarize

supplemental segment information

for the three and six months

ended December 31, 2024 and

Three months ended

September 30,

Six months ended

Total reportable segment

5 unchanged sentences

Operating segments

(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

(1) Segment Adjusted

EBITDA for the

three months ended December

31, 2024, includes

retrenchments costs for

Merchant of $

million) and for Consumer,

Adjusted EBITDA

includes retrenchment

million) and Consumer includes retrenchment costs of $

million) for the three months ended December 31,

Adjusted EBITDA

ended December

includes retrenchments

million) and Enterprise of $

Segment Adjusted EBITDA

for Merchant includes

retrenchment costs

Consumer includes

retrenchment costs

for the six months ended December 31, 2023.

information as

13 unchanged sentences

it is not meaningful

to attempt an

arbitrary allocation

to attempt an arbitrary

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 months ended September 30, 2024, the Company’s

effective tax rate was impacted by the tax expense recorded

non-deductible

transaction-related

expenditures),

going losses incurred

recorded by the

Company’s profitable South African operations,

non-deductible expenses (including transaction-related expenditures),

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

South African

businesses and

the associated

businesses and the

associated valuation

allowances created

related to the deferred tax assets recognized regarding net operating losses incurred

by these entities.

recorded by the Company’s

profitable South African operations,

non-deductible expenses, the

on-going losses incurred

by certain of

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

regarding net operating losses incurred by these entities.

Uncertain tax positions

As of three months ended September 30, 2024 and

June 30, 2023, the Company had

As of three months ended December 31, 2024 and June 30, 2023, the Company had

unrecognized tax benefits.

files income tax

returns mainly

in South Africa,

Botswana, Namibia and

South Africa,

Botswana, Namibia

federal jurisdiction.

As of September

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

15 unchanged sentences

its business.

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

applicable as of December 31, 2024) thereby utilizing part of the Company’s

short-term facilities.

The Company pays commission of

7 unchanged sentences

million, translated

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

applicable as of December 31, 2024) thereby utilizing part of the Company’s

short-term facilities.

The Company pays commission of

4 unchanged sentences

third parties.

The Company has not recognized any obligation related to these

guarantees in its consolidated balance sheet as of September 30,

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

potential amount that

4 unchanged sentences

rates applicable

September 30,

accounts to Nedbank as

3 unchanged sentences

million, translated

The guarantees

derivative facilities in the Company’s

8 unchanged sentences

financial position, results of operations or cash flows.

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

prevailing rate

October 1, 2024) payment in cash.

Subsequent events

Proposed acquisition of Recharger

On November 20, 2024,

the Company announced the

acquisition of Recharger (Pty)

Ltd (“Recharger”).

The acquisition is

all regulatory

approvals, including approval by

the Competition Commission (South

Africa), were satisfied.

The acquisition

is expected to close in

the third quarter of fiscal 2025.

consideration of

tranches with

the first tranche

settled at closing

second tranche

a year later.

The purchase consideration

will be settled

combination of

million in cash

million in shares of

the Company’s

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

consideration

authorities of South

(ii) exchange

control approval from

the financial surveillance

department of the

South African

all necessary

Consideration

(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

Adumo entering

implementing the

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

purchase agreements to dispose

of an amount of Consideration

Shares (which ultimately was determined

Consideration

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 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.

common stock.

price applied to determine

the number of shares

of common stock

consideration will be

the volume-weighted

average price

of the Company’s

common shares

the three-month period prior

to the disbursal

of each tranche.

Company will also

million contribution to Recharger

at closing which will be used exclusively to repay a loan due by Recharger

to the seller.

The Company expects the acquisition

entry point for it

into the South African

private utilities space while

the Enterprise division’s alternative

payment offering.

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