What changed in this filing

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Item 1. Financial Statements

2025-05-07 compared with 2025-02-05 · 1722 added, 1033 removed, 2073 unchanged (57% of the section changed)

13 unchanged sentences

Total current assets

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

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

OPERATING LEASE RIGHT-OF-USE (Note 17)

22 unchanged sentences

COMMON STOCK (Note 11)

Issued and outstanding shares, net of treasury - December:

Issued and outstanding shares, net of treasury - March:

PREFERRED STOCK

9 unchanged sentences

TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND SHAREHOLDERS’ EQUITY

(A) – Derived from audited financial statements

(A) – The Company reclassified an amount of $

long-term borrowings to current portion of long-term borrowings , refer to Note 1.

See Notes to Unaudited Condensed Consolidated Financial Statements

2 unchanged sentences

Three months ended

Six months ended

Nine months ended

(In thousands, except per share

4 unchanged sentences

Depreciation and amortization

Transaction costs related to Adumo acquisition (Note 2)

Transaction costs related to Adumo and Recharger acquisitions and

certain compensation costs (Note 2)

OPERATING INCOME

21 unchanged sentences

Three months ended

Six months ended

Nine months ended

(In thousands)

Other comprehensive (loss) income, net of taxes

Other comprehensive income (loss), net of taxes

Movement in foreign currency translation reserve

6 unchanged sentences

Total other comprehensive

(loss) income, net of

Comprehensive (loss) income

income (loss), net of

Comprehensive loss

Less comprehensive loss attributable to non-

controlling interest

Comprehensive (loss) income attributable to

Comprehensive loss attributable to Lesaka

See Notes to Unaudited Condensed Consolidated Financial Statements

4 unchanged sentences

comprehensive

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

in thousands)

Balance – October 1, 2023

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

Balance – January 1, 2024

( 25,295,261 )

8 unchanged sentences

Other comprehensive loss (Note 12)

Balance – December 31, 2023

Balance – March 31, 2024

( 25,297,772 )

4 unchanged sentences

comprehensive

For the six months ended December 31, 2023 (dollar

amounts in thousands)

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

Balance – July

9 unchanged sentences

Other comprehensive loss (Note 12)

Balance – December 31, 2023

Balance – March 31, 2024

( 25,297,772 )

5 unchanged sentences

comprehensive

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

in thousands)

Balance – October 1, 2024

For the three months ended March 31, 2025 (dollar amounts in thousands)

Balance – January 1, 2025

( 28,297,365 )

3 unchanged sentences

( 2,495,662 )

Gain recognized related to issue of

shares included in treasury shares

Restricted stock granted (Note 13)

3 unchanged sentences

charge (Note 13)

Adumo non-controlling interest

acquired (Note 2)

Dividends paid to non-controlling

Other comprehensive loss (Note 12)

Balance – December 31, 2024

Balance – March 31, 2025

( 29,700,666 )

2 unchanged sentences

Lesaka Technologies, Inc.

For the six months ended December 31, 2024 (dollar

amounts in thousands)

For the nine months ended March 31, 2025 (dollar amounts in

Balance – July 1,

4 unchanged sentences

( 5,229,219 )

Gain recognized related to issue of

shares included in treasury shares

Restricted stock granted

3 unchanged sentences

charge (Note 13)

Stock-based compensation charge

related to equity-accounted investment

Adumo non-controlling interest

2 unchanged sentences

Other comprehensive loss (Note 12)

Balance – December 31, 2024

Balance – March 31, 2025

( 29,700,666 )

3 unchanged sentences

Three months ended

Six months ended

Nine months ended

(In thousands)

13 unchanged sentences

Dividends received from equity-accounted investments

Increase in accounts receivable

Decrease (Increase) in accounts receivable

Increase in finance loans receivable

(Increase) Decrease in inventory

Increase (Decrease) in accounts payable and other payables

(Decrease) Increase in taxes payable

Decrease (Increase) in inventory

(Decrease) Increase in accounts payable and other payables

Deferred consideration due to seller of Recharger included in accounts payable

and other payables (Note 2 and Note 10)

Increase in taxes payable

Decrease in deferred taxes

Net cash (used in) provided by operating activities

Net cash provided by (used in) operating activities

Cash flows from investing activities

6 unchanged sentences

Net change in settlement assets

Net cash (used in) provided by investing activities

Net cash used in by investing activities

Cash flows from financing activities

8 unchanged sentences

Net change in settlement obligations

Net cash provided by financing activities

Net cash provided by (used in) financing activities

Effect of exchange rate changes on cash and cash equivalents

5 unchanged sentences

Notes to the Unaudited Condensed Consolidated Financial Statements

for the three and six months ended December 31, 2024 and 2023

for the three and nine months ended March 31, 2025 and 2024

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

15 unchanged sentences

Quarterly Reports

include all of

the information and

disclosures required

for interim financial

of operations

for the three

months ended December 31, 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.

include all of the information and

disclosures required for interim financial reporting.

The results of operations for the

three and nine

months ended March 31, 2025 and

2024, 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

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unless the context otherwise requires.

Revision of Previously Issued Financial Statements

misclassified

Revolving Credit

been extended

Company incorrectly

classified amounts due

under its CCC

Revolving Credit

Facility as long-term

borrowings instead of

portion of long-term borrowings

in its audited balance sheet

as of June 30, 2024.

The table below presents the

impact of the revision

of the Company’s financial statements

for the year ended June 30, 2024:

Condensed consolidated balance sheet

June 30, 2024

As previously

(in thousands)

Current portion of long-term borrowings

Long-term borrowings

comprehensive (loss) income, consolidated statement of changes

in equity, or consolidated statements of cash flows

for the year ended

except as noted

audited balance

The misclassification

affect compliance

debt covenants.

materiality of

this error and

presentation on

period consolidated

financial statements in

accordance with

Accounting Bulletin

“Materiality” and SAB

Misstatements

Statements.” Based

assessment, the

concluded that

previously issued

financial statements

misstated based upon overall considerations of both quantitative and qualitative

Recent accounting pronouncements adopted

17 unchanged sentences

Recent accounting pronouncements not yet adopted

as of December 31, 2024

as of March 31, 2025

requirements.

15 unchanged sentences

of this guidance on its financial statements and related disclosures.

Basis of Presentation and Summary of Significant Accounting

Policies (continued)

Recent accounting pronouncements not yet adopted

as of March 31, 2025 (continued)

Statement—Reporting

13 unchanged sentences

The Company did not make

any acquisition during the six

months ended December 31, 2023.

any acquisition during the nine

months ended March 31, 2024.

The cash paid, net of

1 unchanged sentence

related to the Company’s acquisitions during

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

the nine months ended March 31, 2025, is summarized in the table below:

Total cash paid

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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,

medium (“SME”) merchants

in South Africa,

Namibia and Botswana, and

the Adumo Payouts

business provides card

program management to corporate clients such as Anglo American and

The Adumo ISV

business, known as

has operations in

South Africa, Botswana

and Kenya, and

clients in a further

countries, and is the leading provider of integrated point-of-sales software and hardware to the hospitality industry in Southern

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

Pizza Hut, Nando’s and Krispy

36 unchanged sentences

exchange rate).

Acquisitions (continued)

October 2024 acquisition of Adumo (continued)

authorities of South

48 unchanged sentences

December 6, 2024.

incurred transaction-related

expenditures of $

million during the

nine months ended

March 31, 2025,

to the acquisition of

The Company’s

accruals presented in Note

10 of as March 31,

2025, includes an

accrual of transaction

remainder of the 2025 fiscal year.

March 2025 acquisition of Recharger

On November 19,

2024, the Company,

through Lesaka SA,

entered into a

Sale of Shares Agreement

(the “Recharger

Agreement”) with

Imtiaz Dhooma

executive officer)

Nine Proprietary

Limited (“the

the Recharger

Purchase Agreement

conditions, Lesaka,

agreed to acquire, and the Seller agreed to sell, all of the outstanding equity interests in Recharger Proprietary Limited (“Recharger”).

The transaction closed on March 3, 2025.

At the same time, Recharger also entered into

independent contractor agreement with Recharger’s former chief executive officer

months and requires

him, among other

support operational activities

of the Recharger

consultation with Company representatives, facilitate the handover process and

assist Recharger in transitioning ownership to Lesaka

SA, avail himself for important

customer and vendor meetings, attend

scheduled weekly management committee

meetings regarding

operational and

business activities of

the Recharger

business, and providing

support on an

ad-hoc basis to

Company representatives

with regard to operational matters and in facilitating the hand over,

as and when reasonably required.

This acquisition

the Company’s

Enterprise Division

and demonstrates

positive advancement

African private utilities space while augmenting the Enterprise division’s

alternative payment offering.

consideration per

the Recharger

Purchase Agreement

and comprised

the Company’s

common stock,

consideration is

the volume-weighted

average price

common shares

three-month period

exclusively used to repay an existing loan due by Recharger

to the Seller.

The first tranche,

comprising ZAR

million) in cash

shares of the

with a value of ZAR

million), was settled at

The value of the

shares of common stock were

calculated using

the shares issued multiplied

by the Company’s

closing price on the Johannesburg

Stock Exchange on March

3, 2025, of ZAR

and translated

the Company’s

common stock from

a pool of shares

it purchased in

October 2024, and

the Company recognized

additional paid-in-capital

million related to the difference between in the value on March 3, 2025,

and the price paid per share in October 2024.

Acquisitions (continued)

October 2024 acquisition of Adumo (continued)

The Company incurred transaction-related expenditures of $

million during the six months ended December 31,

March 2025 acquisition of Recharger (continued)

The total purchase consideration

million) and comprised the

issuance of the

the Company’s common stock with a

million), the settlement of the pre-existing relationship loan of

million) and cash of ZAR

tranche is due

and comprises

a contractual

million) and the delivery

of shares of Lesaka’s

common stock with a

contractual value of ZAR

executive officer

ongoing service

independent contractor

agreement until

provided, then the second

tranche will not be paid,

except if failure to provide future

services is due to expiry of

the contract, mutual

agreement or death of the former chief executive officer.

The former chief executive officer is also a director of the Seller, and signed

the Recharger

Purchaser Agreement

an independent

post-combination

has determined

is contingent

post-combination

purchase consideration and rather, under

represents compensation for post-combination services.

The post-combination services for

the three and nine

months ended March 31,

million was calculated as the

of one twelfth of

the future cash payment and

one twelfth of the value

of future shares to

of the future shares

to be provided

was calculated using

the contractual value

million divided by

the volume-weighted

average price of

Company’s common shares for the three-month period prior

to March 31, 2025, divided

by twelve and at

the applicable exchange rate.

The post-combination compensation

charge is included

in the caption transaction

costs related to Adumo

and Recharger acquisitions

and certain compensation costs included on the unaudited condensed

consolidated statement of operations.

Refer to Note 13 for additional information.

The liability for the future payments is included in the caption Other payables in the

unaudited condensed consolidated balance sheet as of March 31, 2025, refer to

The Company incurred

transaction-related expenditures of $

million during the nine

months ended March 31,

2025, 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)

to the acquisition of Recharger.

The Company does not expect to incur any further significant transaction

costs over the remainder of

the 2025 fiscal year.

Other acquisitions

(“Adumo AT”),

7 unchanged sentences

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

acquisition of

and the balance

equal tranches, one

in March 2025

and the other

in September 2025.

The Company did

not incur any

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

The Company, through

Lesaka SA, acquired

% of Genisus Risk (Pty) Ltd for a cash consideration of ZAR

The Company did not incur any significant transaction costs related

to this acquisition.

% of Master Fuel (Pty) Ltd (“Master Fuel) for a cash consideration of ZAR

The Company did

not incur any significant transaction costs related to this acquisition.

Acquisitions (continued)

The preliminary purchase price allocation of acquisitions during

the nine months ended March 31,

2025, translated at the foreign

exchange rates applicable on the date of acquisition, in provided is the table below:

Acquisitions during fiscal 2025 through March

Cash and cash equivalents

28 unchanged sentences

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

purchase price related

to the various

acquisitions is preliminary

not yet finalized.

The preliminary allocation of the purchase price is based upon preliminary

estimates which used information that was available

assumptions are subject to

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.

year from the acquisition

Accordingly, the allocation

continue to refine certain inputs to the calculation of acquired

intangible assets and, for Adumo, the valuation of the

non-controlling interest.

Acquisitions (continued)

2 unchanged sentences

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:

to the acquisition

Summarized below is the fair value

of the intangible

assets acquired and the weighted-average amortization period:

Fair value as of

3 unchanged sentences

Finite-lived intangible asset:

Acquired during the six months ended December 31, 2024:

Acquired during the nine months ended March 31, 2025:

Adumo – technology assets

1 unchanged sentence

Adumo – brands

On acquisition, the

Company recognized a

deferred tax liability

of approximately $

million related to

Recharger – technology assets

Recharger – customer relationships

Genisus Risk – technology assets

On acquisition of

these businesses, the

Company recognized an

aggregate deferred

tax liability of approximately

related to the acquisition of intangible assets during the nine months

ended March 31, 2025.

Transaction costs and certain compensation

The table below

presents transaction costs

incurred related to

the acquisition of

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

Adumo and Recharger,

certain post-

combination compensation costs expensed during the three and

nine months ended March 31, 2025 and 2024:

Three months ended

Nine months ended March

Adumo transaction costs

Recharger transaction costs

Recharger post-combination services expensed

(1) Recharger

transactions costs

been allocated

from Selling,

administration

to Transaction

costs related

condensed consolidated statement operations for the nine months ended March 31,

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

Pro forma results of operations have not been

presented for the acquisition of IVAS Nam, Genisus Risk and Master Fuel because

the effect of these acquisitions, individually and in aggregate, are

not material to the Company.

Since the closing of these acquisitions,

respectively,

March 31, 2025.

The results of the Adumo and Recharger’s operations are reflected in the Company’s

financial statements from October 1, 2024,

and March 3, 2025, respectively.

The following unaudited pro forma revenue

and net income information has been

prepared as if the

Recharger had occurred on

July 1, 2023,

using the applicable

average foreign exchange rates

for the periods

Three months ended

Nine months ended

The unaudited pro forma financial

2 unchanged sentences

other effects

acquisition including

acquisitions including

(1) amortization

2 unchanged sentences

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.

interest income, net of

taxation, as a

result of funding a

portion of the

purchase price in

adjustment to exclude all

transaction-related costs

recognized in

the Company’s

consolidated statement

of operations

the applicable

transaction-related costs

adjustment to

The unaudited pro forma

4 unchanged sentences

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

Since the closing of the acquisitions,

Adumo and Recharger have contributed aggregate revenue of $

million and net income

attributable to the Company, including intangible assets amortization related to assets

acquired, net of deferred taxes, of

Accounts receivable, net and other receivables and

2 unchanged sentences

The Company’s accounts receivable,

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

the table below:

net, and other receivables as of March 31, 2025, and June 30, 2024, are presented in the

Accounts receivable, trade, net

6 unchanged sentences

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

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

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

capital structure.

carrying value as of

each of December 31,

June 30, 2024, respectively was $

The carrying value as of each of March 31, 2025, and June

30, 2024, respectively was $

Other receivables include prepayments, deposits, income taxes receivable and

4 unchanged sentences

The Company’s finance

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

in the table below:

loans receivable, net, as of March 31, 2025, and June 30, 2024, is presented in the table below:

Microlending finance loans receivable, net

17 unchanged sentences

lending activities

Certain merchant finance loans receivable with an aggregate balance

million as of December 31, 2024 have been pledged as

Certain merchant

finance loans

aggregate balance

security for the Company’s

12 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

16 unchanged sentences

rate as of each of June

30, 2024 and December 31,

30, 2024 and March 31, 2025,

The performing component (that

is, outstanding loan payments

the outstanding

is, outstanding loan payments not

in arrears) of the book exceeds more than

%, of the outstanding lending book as of each of June 30, 2024 and March 31, 2025.

Merchant finance loans receivable

31 unchanged sentences

with the month-end outstanding lending book.

approximately

outstanding loan

under-performing

component (that

is, outstanding

loan payments

loss rate as of each of June 30, 2024 and March 31, 2025, was approximately

The performing component (that is, outstanding

loan payments not in

arrears), under-performing component (that

is, outstanding loan payments

arrears) and non-performing

component (that is, outstanding

loans for which payments

appeared to have ceased)

of the book represents approximately

%, respectively, of the outstanding lending book as of June 30, 2024.

The performing component, under-performing component

non-performing

approximately

%, respectively,

The performing

under-performing component and

non-performing component of the book represents

book represents

approximately

respectively,

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

the outstanding

book as of March 31, 2025.

The Company’s inventory

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

comprised the following categories as of March 31, 2025, and June 30, 2024:

Raw materials

6 unchanged sentences

previously classified as

goods subject to

sale restrictions.

Company sold all

inventory during the

months of the

ended December

goods subject to sale restrictions.

The Company sold all of this inventory during the first two months of the nine months ended March

Fair value of financial instruments

42 unchanged sentences

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.

January 2025,

expected thereafter.

borrowings (refer

borrowings outstanding,

cost of borrowing to decline moderately

in the foreseeable future, however,

the Company would expect a higher

cost of borrowing if

interest rates

periodically evaluates

and effectiveness

strategies to

Company generally

maintains surplus

cash equivalents

and has occasionally invested in marketable securities.

non-performance

127 unchanged sentences

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.

per share on the last trading

day of the quarter at the

INR exchange rates applicable as of March

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 December 31, 2024 and June 30, 2024, respectively,

its investment in Cell C

as of March 31,

2025 and June 30, 2024,

respectively,

and valued Cell C at $

of December 31, 2024, and

June 30, 2024, respectively.

The Company incorporates the payments

under Cell C’s

lease liabilities into

flow forecasts

forecast period.

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

2024, respectively.

incorporates the

payments under

lease liabilities

cash flow forecasts

and assumes that

Cell C’s deferred tax assets

would be utilized over

the forecast period.

The Company has

a marketability

minority discount

utilized the latest

business plan provided

management for the period ending December 31,

2027, for the March 31, 2025,

and June 30, 2024, valuations.

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 March 31, 2025

and June 30, 2024:

8 unchanged sentences

% as of June 30, 2024)

Net adjusted external debt - December 31, 2024:

Net adjusted external debt - March 31, 2025:

billion), no lease liabilities included

3 unchanged sentences

dollars at exchange rates applicable as of

December 31, 2024.

March 31, 2025.

(2) translated from ZAR to U.S.

3 unchanged sentences

% decrease and

margins respectively

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

translated at exchange rates applicable as of March 31, 2025:

Sensitivity for fair value of Cell C investment

2 unchanged sentences

EBITDA margin

The aggregate

the Company’s

total assets,

be short-term

volatility with

shares, and with respect to Cell C specifically,

The aggregate fair

value of the MobiKwik

March 31, 2025,

% of the Company’s

assets, including these

The Company expects

that there will be

short-term equity price

volatility with respect

to these 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

The following table presents

the Company’s

assets measured at fair value

on a recurring basis as

of March 31, 2025,

to the fair value hierarchy:

28 unchanged sentences

There have been

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

respectively.

transfers in or out of Level 3 during the nine months ended March 31, 2025

and 2024, respectively.

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

3, during the six months ended December 31, 2024 and 2023.

3, during the nine months ended March 31, 2025 and 2024.

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 six months ended December 31, 2024:

categorized within Level 3, during the nine months ended March 31, 2025:

Carrying value

1 unchanged sentence

Foreign currency adjustment

Balance as of December 31, 2024

Balance as of March 31, 2025

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

5 unchanged sentences

a recurring basis, and

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

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

Carrying value

1 unchanged sentence

Foreign currency adjustment

Balance as of December 31, 2023

Balance as of March 31, 2024

foreign currency

29 unchanged sentences

Equity-accounted investments

The Company’s

ownership percentage in its equity-accounted

investments as of December 31,

2024, and June 30, 2024, was as

equity-accounted

Sandulela Technology

2 unchanged sentences

Sale and impairment of Finbond shares during

the three and six months ended December 31, 2023

the nine months ended March 31, 2024

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

30 unchanged sentences

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

the nine months ended March 31, 2024 (continued)

respectively.

t record a gain or

loss on the disposal because

the sale proceeds were

equivalent to the net

carrying value, including

accumulated reserves, of the investment in Finbond as

of the disposal date.

The following table

presents the calculation of the disposal

of Finbond shares during the nine months ended March 31, 2024:

Loss on disposal of Finbond shares:

34 unchanged sentences

been received as

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

of March 31, 2025 (refer to Note 3)).

Summarized below is the

2 unchanged sentences

investments during

the six months ended December 31, 2024:

the nine months ended March 31, 2025:

Investment in equity

8 unchanged sentences

Foreign currency adjustment

Balance as of December 31, 2024

(1) Includes Sandulela,

and SmartSwitch Namibia;

Balance as of March 31, 2025

(1) Includes Sandulela and SmartSwitch Namibia;

(2) The foreign currency

6 unchanged sentences

Other long-term assets

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

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

31, 2025, and June 30, 2024:

32 unchanged sentences

investment in MobiKwik

investment in MobiKwik by $

as of March 31, 2025.

The Company used this valuation as the basis for its adjustment to decrease the carrying value of its

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.

million as of June 30, 2024, to

million as of March 31, 2025.

The change in the fair

value of MobiKwik for the three and nine months ended March 31, 2025, of $

million and $

million, respectively, is included

caption “Change

equity securities”

consolidated statement

of operations

ended March 31, 2025.

Summarized below

4 unchanged sentences

fair value and

maturity investments as of December 31, 2024:

maturity investments as of March 31, 2025:

Equity securities:

12 unchanged sentences

Summarized below is the movement in the carrying value of goodwill

for the three months ended December 31, 2024:

for the nine months ended March 31, 2025:

Balance as of June 30, 2024

1 unchanged sentence

Foreign currency adjustment

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

of the fluctuations of the South African rand against the U.S.

dollar on the carrying value.

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

Balance as of March 31, 2025

(1) – Represents

goodwill arising from

the acquisition of Adumo,

Recharger, IVAS

Namibia and Master

Fuel and translated at

the foreign exchange rates applicable on the date the transactions became effective.

This goodwill has been allocated to the Merchant

(a portion Adumo, IVAS Namibia and Master Fuel), Consumer (a portion of Adumo) and Enterprise (Recharger) reportable operating

(2) – The foreign currency adjustment represents the effects of the fluctuations

of the South African rand against the U.S.

on the carrying value.

Goodwill associated with

the acquisitions

represents the excess

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 arising

acquired net assets.

Goodwill has been allocated to the Company’s

3 unchanged sentences

Foreign currency adjustment

Balance as of December 31, 2024

Balance as of March 31, 2025

(1) The foreign

9 unchanged sentences

of intangible assets as

of December 31,

2025, and June

As of December 31, 2024

As of March 31, 2025

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.

balances include

the intangible

assets acquired

Adumo acquisition

Recharger and Genisus Risk acquisitions in March 2025.

Goodwill and intangible assets, net (continued)

1 unchanged sentence

Aggregate amortization

expense on the

finite-lived intangible

assets for the

ended December

expense on the finite-lived

intangible assets for the

three months ended March

31, 2025 and 2024,

million and $

million, respectively.

Aggregate amortization expense on the

finite-lived intangible assets for

the six months

ended December

Aggregate amortization

expense on the

finite-lived intangible assets

ended March 31, 2025 and 2024, was $

million and $

million, respectively.

Future estimated

annual amortization

five fiscal years

and thereafter,

Future estimated annual amortization expense for

the next five

fiscal years and

assuming exchange

rates that prevailed

Actual amortization expense in future periods could differ from this estimate

as a result of acquisitions, changes

in useful lives,

is presented in

the table below.

acquisitions,

exchange rate fluctuations and other relevant factors.

Fiscal 2025 (excluding six months ended December 31, 2024)

Fiscal 2025 (excluding nine months ended March 31, 2025)

estimated annual amortization expense

1 unchanged sentence

Reinsurance assets and policyholder liabilities under insurance contracts

Summarized below

reinsurance assets

and policyholder

liabilities under

insurance contracts

months ended December 31, 2024:

Summarized below is

the movement in reinsurance

assets and policyholder

liabilities under insurance

contracts during the

months ended March 31, 2025:

Balance as of June 30, 2024

2 unchanged sentences

Foreign currency adjustment

Balance as of December 31, 2024

Balance as of March 31, 2025

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

15 unchanged sentences

Assets and policyholder liabilities under investment contracts

Summarized below is the movement

in assets and policyholder

liabilities under investment contracts during

the six months ended

December 31, 2024:

under investment

ended March 31, 2025:

Balance as of June 30, 2024

Increase in policy holder benefits under investment contracts

Claims and decrease in policyholders’ benefits under investment contracts

Foreign currency adjustment

Balance as of December 31, 2024

Balance as of March 31, 2025

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

27 unchanged sentences

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

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.

The Company is in regular

contact with its lenders and

negotiate changes to the existing

borrowing agreements once there

is greater clarity on the implementation of ZARONIA.

The amounts below have been translated at exchange rates applicable as of

the dates specified.

On February 27, 2025, the Company,

Lesaka SA and a number of

other subsidiaries of Lesaka SA entered into

a Common Terms

Agreement (the

with FirstRand Bank

Limited (acting

through its Rand

Merchant Bank division)

(“RMB”), FirstRand Bank

Limited (acting through its

WesBank division) (“WesBank”), FirstRand Bank Limited being a

South African corporate and

its Investment

RMB and WesBank, the

“Lenders”), a South

African corporate and

investment bank, and

Bowwood and Main

Limited (“Debt

Guarantor”), a

South African

company incorporated

collateral for

Lenders and acting as debt guarantor,

and certain other parties.

Lesaka SA has obtained

loan facilities from

the Lenders, a

million) (“Facility

A”), an amortizing loan of up to ZAR

million) (“Facility B”) and a senior revolving credit facility of up to ZAR

million) (“Senior

banking facility

million) (the

“GBF”, and collectively with Facility A, Facility B and Senior RCF,

the “Facilities”), which are described in more detail below.

indirectly wholly-owned

subsidiaries have

guarantee the obligations of Lesaka SA and of the other borrowers under the Facilities to the

The CTA contains

customary covenants which includes a requirement for Lesaka SA

to maintain specified Net Debt to EBITDA

and Interest Cover Ratios (as defined in the CTA) and restricts the ability of Lesaka SA, and certain of its subsidiaries to make certain

distributions

indebtedness,

investment above specified levels,

engage in certain business

combinations and engage in

other corporate activities.

The CTA provides

that if any subsidiary of the

Company receives proceeds from the disposal of

shares in/claims against, or assets of

MobiKwik, it would

offer to prepay the certain specified loans/facilities and loan outstandings

to the Lenders (as contemplated in the CTA).

Lesaka SA paid non-refundable debt structuring fees of ZAR

million to the Lenders on February 27, 2025.

The JIBAR, an average of

3 month negotiable certificates of deposit

(“NCD”) rates, on March 31, 2025,

rate, the benchmark rate at which private sector banks lend to the public in South Africa,

on March 31, 2025, was

Facilities obtained in February 2025

Long-term borrowings – Senior Facility A Agreement

Agreement, Lesaka

aggregate amount

refinancing the

facilities of

Connect Management

Solutions Proprietary

(“CCMS”) with

costs and for general corporate purposes.

Lesaka SA utilized

Facility A in full on February 28, 2025, to settle a portion

of its existing

facilities with RMB and to settle all of CCMS’ existing facilities with RMB, as well as to pay

certain transaction costs.

Facility A is required to be repaid in full on February 28, 2029.

Facility A is subject to customary mandatory prepayment

prepayments made under Facility

A under the RCF Agreement.

Amount utilized under the RCF

Agreement are required to

in full on February 28, 2029.

Borrowings (borrowings)

South Africa (continued)

Facilities obtained in February 2025 (continued)

Long-term borrowings – Senior Facility A Agreement

Interest on Facility A and utilization under the RCF Agreement is payable quarterly in arrears at end of

March, June, September

and December,

with the first interest

payment due on

June 30, 2025.

Interest on Facility

A is based on

JIBAR in effect

time plus an initial

% per annum until

June 30, 2025.

July 1, 2025, the

margin on Facility

A will be determined

with reference to the Net Debt to EBITDA Ratio, and the margin will be either (i)

%, if the Net Debt to EBITDA Ratio is greater

than or equal to 2.5 times;

%, if the Net Debt to EBITDA Ratio is less than 2.5 times.

Long-term borrowings – Senior Facility B Agreement

Facility B Agreement (“Facility B Agreement”).

to the Facility B Agreement, Lesaka SA may borrow up to

an aggregate of

of refinancing

facilities, including

banking facilities,

RMB, and for general corporate purposes.

Lesaka SA utilized Facility B

in full on February 28, 2025, to repay a

portion of its existing

facilities as well as to settle a portion of its existing general banking facility.

installments,

million) on February 28, 2027;

million) on February 28, 2028;

million) on February 28,

Facility B is

subject to customary

mandatory prepayment terms.

is permitted to make voluntary prepayments of Facility B, however it is unable

to subsequently utilize any amounts prepaid.

payment due on

June 30, 2025.

Interest on Facility

plus an initial

be determined

with reference

EBITDA Ratio, and the margin will be either

%, if the Net Debt to EBITDA Ratio is greater than

or equal to 2.5 times;

%, if the Net Debt to EBITDA Ratio is less than 2.5 times.

Short-term facility - General Banking Facility

General Banking

Facility Agreement

which replaced

general banking

facility maturing

general corporate

(including capital

expenditure) and

working capital

its subsidiaries.

general banking

million) of this facility.

The GBF is available for utilization from February 28, 2025, and is subject

to annual review by RMB.

Interest on the GBF is payable monthly and is based on the South African prime

rate in effect from time to time less

The GBF Agreement

also provides Lesaka SA

and certain of its

subsidiaries with other

facilities in an aggregate

million), which indirect,

short-term direct and

contingent facilities, including

bank guarantee, forward exchange

credit card and settlement facilities.

As of March 31, 2025, the aggregate amount of the Company’s

short-term South African indirect

credit facility with

31, 2025, the Company

had utilized ZAR

facilities to

issue guarantees,

forward exchange

contracts (refer

Wesbank Facilities

subsidiaries,

million)] (of which ZAR

million) has been utilized).

CCC Revolving Credit Facility, comprising

long-term borrowings

As of March 31, 2025,

the amount of the CCC Revolving

Credit Facility was ZAR

million (of which ZAR

has been utilized).

Revolving Credit Facility

was scheduled to

November 2024, but

been extended

is currently renegotiating

terms with RMB.

The CCC Revolving

Credit Facility has

been presented

in current portion

of long-term borrowings

in the unaudited

condensed consolidated

balance sheet as

the Revolving Credit Facility is payable on the last business day of each calendar month and is based on the South African

in effect from time to time plus a margin of

Borrowings (borrowings)

South Africa (continued)

Nedbank facility, comprising short-term facilities

31, 2025, the

aggregate amount of

the Company’s

short-term South African

credit facility

with Nedbank Limited

The credit facility represents indirect and derivative facilities

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

As of March 31,

2025 and June 30,

2024, the Company had

million) and ZAR

million), respectively,

of its indirect and derivative

facilities of ZAR

million (June 30, 2024:

million) to enable the

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

In terms of a commitment provided to the

lender under the CTA entered into on February 27, 2025, the Company has

not to utilize more than ZAR

million) of the Nedbank Facility.

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

Long-term borrowings - Facility G and Facility H

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 -

Long-term borrowings - Facility G and Facility H – all

repaid and cancelled

On February 28,

2025, the Company

used its new borrowings

to settle Facility

G and Facility

H in full, including

interest of ZAR

These facilities, excluding

accrued interest, included (i)

Facility G of

(ii) Facility

been utilized

These facilities

February 28, 2025, utilizing funding

obtained under the CTA

and the Facility G and

Facility H agreements were cancelled.

translated at rates prevailing on the repayment date.

The interest rate on

these facilities was JIBAR plus a margin of

short-term South

African indirect

credit facility

cancelled lending

facilities of

million), which included facilities for guarantees, letters of credit and forward

exchange contracts.

As of June 30,

2024, the Company

had utilized ZAR

million), of these

facilities to enable

issue guarantees, letters

credit and forward exchange contracts (refer to Note 20).

Short-term facility - Facility E – cancelled in November 2024

cancelled its

13 unchanged sentences

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

million funding facility

(the “Bridge Facility”).

The Bridge Facility

Lesaka SA to (i)

settle an amount

transaction (refer

Crossfin Holdings

(RF) Proprietary

Limited (“Crossfin

Holdings”) ZAR

million under a share purchase agreement concluded between Lesaka SA and Crossfin Holdings (refer to Note

pay an amount

million, which includes

interest, notified by

Investec to Adumo

and Lesaka SA

the transaction

origination fee

Facility also

provides Lesaka

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)

provided Lesaka

million for transaction -related expenses.

Letter provided

additional ZAR

million general

banking facility

GBF Facility”) which could be used for general corporate purposes.

The Bridge Facility and 2024 GBF Facility were repaid in full on

February 28, 2025, utilizing funding obtained under the CTA

and the agreements cancelled.

Interest on the

Bridge Facility and

the 2024 GBF Facility

was calculated at

the prime rate

were unsecured

maturity date,

the refinancing

Borrowings (borrowings)

South Africa (continued)

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

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

(of which ZAR

million) has been utilized);

(ii) Facility A of ZAR

(iii) Facility B of

million) (both

fully utilized);

an asset-backed

million) has been utilized).

On October 29,

2024, the Company, through its

wholly owned subsidiary

Cash Connect Management

Solutions (Pty) Ltd,

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

million temporary increase in its overdraft facility for a period

of approximately four

months to specifically

fund the purchase

of prepaid airtime

This temporary

increase is repayable

equal daily instalments which commenced at the end of October

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

CCC Revolving Credit Facility, comprising

long-term borrowings

CCC Revolving

million has been utilized).

Interest on the Revolving Credit Facility

is payable on the last business

day of each calendar month

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

0% per annum.

RMB facility, comprising indirect facilities

As of December

31, 2024, the

aggregate amount

of the Company’s

short-term South African

indirect credit facility

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

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

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

Nedbank facility, comprising short-term facilities

As of December

Facility A of ZAR

(iii) Facility B

million) (both were fully utilized).

facilities were repaid in full on February 28, 2025,

utilizing funding obtained under the CTA

and the agreements cancelled.

translated at rates prevailing on the repayment date.

29, 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

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

million (June 30, 2024:

million) to enable

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

(refer to Note 20).

Borrowings (borrowings) (continued)

South Africa (continued)

Movement in short-term credit facilities (continued)

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:

through CCMS, entered

into an addendum

to a facility

letter with RMB,

million temporary increase in

its overdraft facility for

a period of approximately

four months to specifically

fund the purchase

of prepaid airtime vouchers.

This temporary increase was

repayable in equal daily

instalments which commenced at

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

Movement in short-term credit facilities

Summarized below

short-term facilities

term facilities from as of June 30, 2024 to as of March 31, 2025:

Short-term facilities available as of

December 31, 2024

March 31, 2025

Indirect and derivative facilities

3 unchanged sentences

Balance as of June 30, 2024

Guarantee fee paid

Foreign currency

Balance as of December 31, 2024

Balance as of March 31, 2025

No restrictions as to use

Interest rate as of December 31,

Interest rate as of March 31, 2025

Movement in utilized indirect and

2 unchanged sentences

Foreign currency adjustment

Balance as of December 31, 2024

Balance as of March 31, 2025

(1) Represents the effects of the fluctuations between the

ZAR and the U.S.

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

% and the Connect facility at prime less

(2) RMB GBF interest is set at prime less

Interest expense incurred under

2 unchanged sentences

the caption interest

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

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

2025 and 2024, was $

million, respectively.

2 unchanged sentences

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 $

South African

long-term borrowings

caption interest

the condensed

consolidated statement

of operations

million and $

6 unchanged sentences

of bank overdraft

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

included on the Company’s unaudited

condensed consolidated statements of cash flows for the nine months ended

March 31, 2025.

Borrowings (continued)

5 unchanged sentences

June 30, 2024

to as of December

to as of March

Included in current

3 unchanged sentences

Facilities repaid

Non-refundable fees amortized

Non-refundable fees paid

Non-refundable fees

Capitalized interest

Capitalized interest repaid

Foreign currency adjustment

Closing balance as of December 31, 2024

Foreign currency

Closing balance as of

March 31, 2025

Included in current

5 unchanged sentences

Due within 5 years

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

Interest rates as of March 31,

Base rate (%)

2 unchanged sentences

ZAR and the U.S.

calculated as:

Through Leverage

3.50x but greater than 2.75x;

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

% if the LTL ratio is less

introduced to

calculate the

the determination

Company’s borrowing arrangements

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

(3) Interest on Facility

A and Facility B is calculated

based on JIBAR plus a

margin, 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.

A and Facility

initial margin

annum until June 30, 2025.

2025, the margin on Facility A will

be determined with reference to the Net Debt

Ratio, and the

margin will be either

%, if the Net

Debt to EBITDA Ratio

is greater than or

equal to 2.5 times;

the Net Debt to EBITDA Ratio is less than 2.5 times.

(3) Interest on

Facility B is calculated

based on JIBAR from

time to time plus

an initial margin

July 1, 2025,

on Facility B

will be determined

with reference to

to EBITDA Ratio,

margin will be either (i)

%, if the Net Debt to EBITDA Ratio is greater than or equal

to 2.5 times;

%, if the Net Debt to

EBITDA Ratio is less than 2.5 times.

(4) Interest is charged at prime plus

2 unchanged sentences

% per annum on the utilized balance.

(6) Amounts presented as of June 30, 2024, have been revised, refer to Note 1 for additional information.

The amount as of June

30, 2024, was incorrectly classified as long-term borrowings, instead of

as current portion of long-term borrowings.

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

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

2025 and 2024, was $

million, respectively.

Prepaid facility fees

amortized included

in interest expense

during the three

months ended December

respectively,

Prepaid facility fees amortized

included in interest expense during the three months ended March 31, 2025

and 2024, respectively,

million and $

million, respectively.

Interest expense

incurred under

the Company’s

Interest expense incurred

under the Company’s

CCC facilities

borrowings utilized

the Company’s

merchant finance

1 unchanged sentence

respectively,

servicing and support on the

condensed consolidated statement of operations

for the three months

ended December 31, 2024 and

support on the condensed consolidated statement of operations for the

three months ended March 31, 2025 and 2024.

Borrowings (continued)

2 unchanged sentences

caption interest expense

on the condensed

consolidated statement of

operations during the

six months ended

December 31, 2024

and 2023, was

condensed consolidated

operations during

million, respectively.

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

Prepaid facility fees amortized

included in interest expense during

the nine months ended March

2025 and 2024,

12 unchanged sentences

servicing and support

the condensed consolidated statement of operations for the six months

ended December 31, 2024 and 2023.

the condensed consolidated statement of operations for the nine months

ended March 31, 2025 and 2024.

cancelled Adumo’s

3 unchanged sentences

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.

borrowings included on the Company’s unaudited

condensed consolidated statements of cash flows for the nine months ended March

Other payables

Summarized below is the breakdown of other payables as of December

Summarized below is the breakdown of other payables as of March

31, 2025, and June 30, 2024:

Clearing accounts

wallet balances

Clearing accounts

Income received in advance

-added tax payable

Deferred consideration due to seller of Recharger

Interest payable (Note 9)

Payroll-related payables

Participating merchants' settlement obligation

Income received in

interest payable as

30, 2024, were

previously included in

have been reclassified

to separate captions to conform with presentation as of March 31, 2025.

Other includes deferred income, client deposits and other payables.

Capital structure

Issue of shares to Connect sellers pursuant to April 2022 transaction

The total purchase consideration pursuant to the Connect

acquisition in April 2022 includes

shares of the Company’s

common stock.

These shares of

common stock will be issued

in three equal tranches

on each of the

first, second and third

anniversaries

2022 closing.

legally issued

stock, representing

the Connect sellers

in April 2025,

the number of

shares, net of

treasury, presented in the unaudited

consolidated statement of changes

in equity during the nine months ended March 31, 2025 because the

shares are included

in the number of shares, net of treasury,

as of June 30, 2024, and March 31, 2025.

October 2024 repurchase of common stock

and issue of shares in Recharger transaction

through Lesaka

4 unchanged sentences

The transaction

October 2024,

repurchased have

been included

treasury shares

its unaudited

condensed consolidated

and six months

December 31, 2024.

was settled in early October 2024, and the shares of the Company’s common stock repurchased have been included in the Company’s

treasury shares included

in its unaudited condensed

consolidated statement of

changes in equity

for the three and

nine months ended

March 31, 2025, respectively.

The repurchase was made outside of the Company’s

million share repurchase authorization.

The Company, through Lesaka SA, issued

shares of the Company’s common stock to

the Seller under

the terms of Recharger Purchase Agreement described in Note 2.

The Company recognized a

million on issuance of these

which is included in the caption additional paid-in-capital in the unaudited condensed consolidated statement of changes

in equity for

the three and nine months ended March 31, 2025, respectively.

Capital structure (continued)

Redeemable common stock issued pursuant to transaction with the IFC Investors

31 unchanged sentences

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

Capital structure (continued)

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

4 unchanged sentences

unaudited condensed

consolidated statement of changes in

equity during the six months ended

December 31, 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:

consolidated statement of changes in equity during the nine months

ended March 31, 2025 and 2024, respectively,

and the number of

shares, net of treasury,

excluding non-vested equity shares that have not vested as of March 31, 2025 and 2024,

respectively:

Number of shares, net of treasury:

7 unchanged sentences

other comprehensive

December 31, 2024:

March 31, 2025:

Three months ended

December 31, 2024

Balance as of October 1, 2024

Release of foreign currency translation reserve related to liquidation of subsidiaries

March 31, 2025

Balance as of January 1, 2025

Movement in foreign currency translation reserve

Balance as of December 31, 2024

Balance as of March 31, 2025

below presents

2 unchanged sentences

component during

December 31, 2023:

March 31, 2024:

Three months ended

December 31, 2023

Balance as of October 1, 2023

Release of foreign currency translation reserve related to disposal of

Finbond equity securities

Movement in foreign currency translation reserve related to liquidation

of subsidiaries

March 31, 2024

Balance as of January 1, 2024

Movement in foreign currency translation reserve

Balance as of December 31, 2023

Balance as of March 31, 2024

Accumulated other comprehensive loss (continued)

comprehensive

December 31, 2024:

Six months ended

December 31, 2024

other comprehensive

March 31, 2025:

Nine months ended

March 31, 2025

Balance as of July 1, 2024

2 unchanged sentences

Movement in foreign currency translation reserve

Balance as of December 31, 2024

comprehensive

December 31, 2023:

Six months ended

December 31, 2023

Balance as of March 31, 2025

in accumulated

other comprehensive

March 31, 2024:

Nine months ended

March 31, 2024

Balance as of July 1, 2023

1 unchanged sentence

equity securities

Movement in foreign currency translation reserve related to equity-accounted

Movement in foreign currency translation reserve related to equity

-accounted investment

Movement in foreign currency translation reserve related to liquidation

1 unchanged sentence

Movement in foreign currency translation reserve

Balance as of December 31, 2023

Balance as of March 31, 2024

The movement in the

4 unchanged sentences

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

reclassifications from accumulated other comprehensive loss to net loss during the

three months ended March 31,

2025 and 2024.

nine months ended March

31, 2025, the Company reclassified

million 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.

loss related to

the liquidation of

subsidiaries During

the nine months ended March

31, 2024, the Company

reclassified losses of $

million from accumulated other comprehensive

comprehensive

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 six months

ended December 31, 2024 and 2023:

The following table summarizes stock option activity for the nine months

ended March 31, 2025 and 2024:

Outstanding - June 30, 2024

1 unchanged sentence

Granted - December 2024

Outstanding - December 31, 2024

Granted - January 2025

Outstanding - March 31, 2025

Outstanding - June 30, 2023

Granted – December 2023

Outstanding - December 31, 2023

Outstanding - March 31, 2024

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 to an executive officer during the three months ended

March 31, 2025 with strike

prices ranging from $

, and an aggregate of

stock options during the nine months ended March 31, 2025 with strike

prices ranging

stock options,

Mazanderani, the

together with

December 31, 2026,

and vesting is subject

to the executive officers

continued employment with

the Company through

to the vesting

stock options expire on January 31, 2029.

The Company awarded

stock options to Ali Mazanderani, the

Executive Chairman,

ended December

These options

vested in December

2024, but may

only be exercised

during a period

commencing from

December 2024,

only be sold during a

period commencing from January

31, 2028 to January 31, 2029.

ended December

the exercise of

stock options, respectively.

During the three and six months ended December

In March 2025, the Company’s

Committee amended the exercise

stock options from

being exercisable during a

period commencing from January

31, 2028 to January

31, 2029, to being

exercisable from March

2025, however,

any stock options exercised

may only be sold

a period commencing from January 31, 2028 to January 31, 2029.

During the three and nine

months ended March 31,

2025, the Company received $

the exercise of

million and $

million from the exercise

stock options,

respectively.

million and $

million from the exercise of

stock options, respectively.

Employees forfeited

an aggregate of

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

Employees forfeited an aggregate

stock options

Employees and

a non-employee

forfeited an aggregate of

stock options during the three and nine months ended March 31, 2024.

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

The estimated expected volatility is

calculated based on the Company’s

day volatility (as applicable).

The estimated expected life of the option was determined based on the historical behavior of employees

who were granted options with similar terms.

Stock-based compensation (continued)

Stock option and restricted stock activity (continued)

Options (continued)

The table below presents the range

of assumptions used to value stock options

granted during the nine months

ended March 31,

2025 and 2024:

Six months ended

Nine months ended

Expected volatility

2 unchanged sentences

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

December 31, 2024:

and expecting to vest - December 31, 2024

March 31, 2025:

and expecting to vest - March 31, 2025

These options have an exercise price range of $

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.

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

Exercisable - March 31, 2025

respectively,

stock options

became exercisable.

respectively,

stock options

became exercisable.

Company issues new shares to satisfy stock option exercises.

Stock-based compensation (continued)

1 unchanged sentence

Restricted stock

The following table summarizes restricted stock activity for the six

months ended December 31, 2024 and 2023:

The following table summarizes restricted stock activity for the nine

months ended March 31, 2025 and 2024:

restricted stock

6 unchanged sentences

Granted – November 2024, with performance conditions

Granted – January 2025

– November 2024

1 unchanged sentence

– December 2024

Non-vested – December 31, 2024

– February 2025

Non-vested – March 31, 2025

Non-vested – June 30, 2023

3 unchanged sentences

Granted – October 2023

Granted – January 2024

Granted – February 2024

– 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.

– February 2023

Non-vested – March 31, 2024

respectively,

restricted stock to

employees which have

time -based vesting

conditions and which

employees continued employment

with the Company through the applicable vesting dates.

executive officers and which

29 unchanged sentences

Fiscal 2028, the Company’s

November 1, 2027 is

September 30, 2027 is

times higher (i.e.

Stock-based compensation (continued)

Stock option and restricted stock activity (continued)

Restricted stock (continued)

Grants (continued)

The fair value

17 unchanged sentences

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

13 unchanged sentences

vest on June 30, 2025,

except if the executive officer is terminated for cause, in

which case the award will be forfeited.

except if the executive officer

is terminated for cause, in

which case the award will be

In January 2024 and

February 2024,

the Company awarded

, respectively, shares of restricted

stock with time-based vesting conditions to employees.

In October 2023, the Company

53 unchanged sentences

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.

the three and nine months ended March 31, 2025, the Company recorded a stock-based compensation charge of $

million and $

respectively,

In July 2024,

3 unchanged sentences

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

performance conditions (share

price targets) vested

following the

achievement of the

agreed performance

December 2024, February 2025 and March

2025, an aggregate of

shares of restricted stock granted

to employees vested.

Certain employees

Certain employees elected

shares to be withheld to

the withholding tax liability on the vesting of their shares.

shares have been included in the Company’s treasury

satisfy the withholding tax liability on

of their shares.

shares have been included in the Company’s

treasury shares.

In July 2023,

shares of restricted stock

granted to Mr.

Meyer vested.

December 2023, February

restricted stock

employees vested.

Certain employees

shares to be withheld to satisfy

the withholding tax liability on the vesting

of their shares.

shares have been included in

the Company’s treasury shares.

Stock-based compensation (continued)

Stock option and restricted stock activity (continued)

Restricted stock (continued)

respectively,

4 unchanged sentences

performance conditions

forfeited following

performance targets).

ended December 31, 2023, respectively,

shares were forfeited

following the failure

to achieved agreed

share performance targets).

During the three

and nine months

ended March 31,

2024, respectively,

employees forfeited

shares of restricted stock following their termination

of employment with the Company.

Stock-based compensation (continued)

shares of restricted

stock following their

termination of

employment with the Company.

Stock-based compensation charge and unrecognized compensation

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

The Company recorded a

stock-based compensation charge, net,

excluding charges related to

the post-combination compensation

charges discussed in Note 2, during the

three months ended March 31, 2025 and 2024, of $

million and $

6 unchanged sentences

administration

Three months ended December 31, 2024

Three months ended March 31, 2025

Stock-based compensation charge

2 unchanged sentences

Total - three months

ended December 31, 2024

Three months ended December 31, 2023

ended March 31, 2025

Three months ended March 31, 2024

Stock-based compensation charge

2 unchanged sentences

Total - three months

ended December 31, 2023

recorded a stock-based

compensation charge,

the six months

ended December 31,

2024 and 2023,

ended March 31, 2024

The Company recorded a

stock-based compensation charge, net,

excluding charges related to

the post-combination compensation

charges discussed

during the nine

months ended March

million and $

million respectively, which

million respectively,

which comprised:

Allocated to cost

3 unchanged sentences

administration

Six months ended December 31, 2024

Nine months ended March 31, 2025

Stock-based compensation charge

1 unchanged sentence

options and restricted stock forfeited

Total - six months ended

December 31, 2024

Six months ended December 31, 2023

Total - nine months

ended March 31, 2025

Nine months ended March 31, 2024

Stock-based compensation charge

1 unchanged sentence

options and restricted stock forfeited

Total - six months ended

December 31, 2023

Total - nine months

ended March 31, 2024

Stock-based compensation (continued)

The stock-based compensation charges

2 unchanged sentences

on the allocation of the

cash compensation paid to the relevant employees.

Company expects to

cash compensation paid to

the relevant employees.

Stock-based compensation

million related to the post-combination

compensation charges discussed

in Note 2 are included

in the caption transaction

costs related to Adumo

and Recharger acquisitions

months ended March 31,

These stock-based charges are

classified as cash settled

awards and are

payables as of March

31, 2025, refer to Note 10.

As of March 31, 2025,

the total unrecognized compensation

cost related to stock options

million, which the Company

recognize over

December 31, 2024,

the total unrecognized

compensation cost related

one and half years

unrecognized compensation

to restricted

1 unchanged sentence

million, which the Company expects to recognize over

During the three months

ended December 31,

2024 and 2023, the

Company recorded a deferred

During the three months ended March 31, 2025 and 2024, the Company recorded a deferred tax benefit of $

million and $

respectively,

months ended March 31, 2025 and

2024, the Company recorded a deferred

tax benefit of $

million and $

million, respectively,

related to the stock-based compensation charge

recognized related to employees of Lesaka.

During the six

respectively,

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.

full deferred

the stock-based

United States.

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

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.

carrying value of the redeemable

common stock during the three

and nine months ended March 31, 2025

The Company’s

redeemable common stock

described in Note 14 to the Company’s

11 unchanged sentences

Basic (loss) earnings

has been calculated using

the two-class method and

basic (loss) earnings per

share for the three

and six months ended

calculated using

the two-class

2024, reflects

20 unchanged sentences

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

three months ended March

2025 and 2024 because the effect would be antidilutive.

The Company has excluded employee stock options to purchase

shares of common stock from the calculation of diluted loss

per share during the nine months ended March 31, 2025 and

because the effect would be antidilutive.

(loss) earnings

7 unchanged sentences

Three months ended

Six months ended

Nine months ended

(in thousands except

23 unchanged sentences

the Company’s

ended December

computation of

outstanding during the

nine months ended

2025, but were

not included in

the computation of

diluted (loss)

share because

exercise price

average market

the Company’s

per share because the

options’ exercise price was

greater than the average

market price of the Company’s

common stock.

Options to purchase

shares of the

Company’s common stock at

prices ranging from

per share were

ended December

respectively,

computation of

diluted (loss)

shares of the Company’s

common stock at prices

ranging from $

per share were outstanding

the three and nine months ended March 31, 2024, respectively, but were not included in the computation of diluted (loss) earnings per

share because

3 unchanged sentences

common stock.

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

were still outstanding as of December 31, 2024.

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

as of March 31, 2025.

Supplemental cash flow information

The following

table presents

ended December

The following table presents supplemental cash flow disclosures for the three and nine months ended March 31, 2025 and 2024:

Three months ended

Six months ended

Nine months ended

Cash received from interest

28 unchanged sentences

cash equivalents and

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

cash as of March 31, 2025 and 2024, and June 30, 2024:

June 30, 2024

5 unchanged sentences

for the three and nine months

ended December

ended March 31,

2025 and 2024:

Three months ended

Six months ended

Nine months ended

Cash paid for amounts included in the measurement of

7 unchanged sentences

reconciliation

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

reportable segments for the three months ended March 31, 2025:

Processing fees

15 unchanged sentences

reconciliation

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

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

Processing fees

13 unchanged sentences

reconciliation

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

reportable segments for the nine months ended March 31, 2025:

Processing fees

15 unchanged sentences

reconciliation

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

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

Processing fees

25 unchanged sentences

locations which it leases for a period

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

December 31, 2024 and 2023 was $

The Company’s

operating lease expense

during the three

months ended March

million and $

million, respectively.

The Company’s operating lease expense during the

six months ended December 31, 2024 and 2023 was $

The Company’s operating

lease expense during the nine

months ended March 31, 2025 and 2024

million and $

6 unchanged sentences

the three months ended

December 31, 2024

and 2023, was $

March 31, 2025 and 2024, was $

million and $

1 unchanged sentence

The Company’s

short-term lease expense

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

short-term lease expense during the nine

months ended March 31, 2025 and 2024, was $

million and $

3 unchanged sentences

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

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

lease liabilities as of March 31, 2025 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 December 31, 2024, are presented below:

operating lease liabilities as of March 31, 2025, are presented below:

Maturities of operating lease liabilities

ended June 30,

2025 (excluding six months to December 31, 2024)

2025 (excluding nine months to March 31, 2025)

Total undiscounted

12 unchanged sentences

cast of previously reported information

The Company’s

chief operating

decision maker

The Company’s chief operating decision maker is the Company’s

Executive Chairman.

During the second quarter of fiscal 2025,

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,

performance primarily

three operational

(i) Merchant, which focuses on

21 unchanged sentences

(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

network operators (“MNOs”) and municipalities, and, through Recharger, landlords utilizing Recharger’s

prepaid electricity metering

Reallocation of certain activities among operating segments in Q2

its operations

6 unchanged sentences

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

The Merchant segment

includes revenue generated

from the sale

of alternative digital

payments (select prepaid

solutions, supplier-

enabled payments,

international money

transfer and other)

and card-acquiring

informal sector

It also includes

activities related to the provision of goods and services provided to corporate and other juristic entities.

The Company earns fees

processing activities performed (including card

acquiring and the

provision of a

payment gateway services) for

its customers, and

the provision

(“POS”) hardware

hospitality industry.

through which

the Company is

able to provide

the services which

generate processing

July 1, 2023,

the segment includes fees earned from transactions performed by customers

utilizing its ATM

infrastructure.

28 unchanged sentences

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

the collection,

transmittal and

all transaction

Enterprise offers

landlords access

to Recharger’s

through which

tenants recharging prepaid meters.

This segment also includes sales of hardware and licenses to customers.

Hardware includes the sale

technology developed by the Company.

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

2025 and 2024, is as follows:

Total for the three

months ended December 31, 2024

months ended March 31, 2025

Total for the three

months ended December 31, 2023

The reconciliation of

the reportable segment’s

revenue to revenue from

external customers for the

six months ended December

months ended March 31, 2024

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

2025 and 2024, is as follows:

Total for the six months ended

December 31, 2024

Total for the six months ended

December 31, 2023

Total for the nine

months ended March 31, 2025

Total for the nine

months ended March 31, 2024

Operating segments (continued)

6 unchanged sentences

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

depreciation and amortization, impairment

of goodwill or other intangible assets, other

items (including gains or losses on disposal

investments, fair

value adjustments

securities), interest

income, certain

interest expense,

equity-accounted investments to

its reportable segments.

during the twelve months ended June

The Company has included an

intercompany interest expense in its Consumer Segment

Adjusted EBITDA for the

three and nine months

ended March 31, 2025.

The Company does not

allocate once-off items,

compensation charges,

depreciation and amortization,

impairment of goodwill

or other intangible assets,

other items (including

or losses on disposal of

investments, fair value adjustments

to equity securities), interest

income, certain interest

expense, income tax

expense or loss

from equity-accounted

investments to its

reportable segments.

Group costs generally

employee related

costs in relation

specifically hired

related directly

the US-listed

compliance with

Sarbanes-Oxley Act of

non-employee directors’

US-listed related

directors and officer’s

insurance premiums.

items represent

in relation to employees specifically hired for group roles and related directly to managing the US-listed entity;

expenditures related to

compliance with the Sarbanes-Oxley Act of 2002;

non-employee directors’ fees;

group and US-listed

related audit fees;

non-recurring

expense items,

including costs

to acquisitions

and transactions

acquisitions and transactions consummated or ultimately

Unrealized loss FV for currency adjustments

represents foreign

mark-to-market

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:

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

income tax expense.

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 a separate line outside of its operating segments.

Prior period information has been re-presented to include the

lease charges which were previously 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

ended March 31, 2025 and 2024, is as follows:

Three months ended

Six months ended

Nine months ended

Reportable segments' measure of profit or loss

2 unchanged sentences

Interest adjustment

Unrealized Loss FV for currency adjustments

Unrealized Gain (Loss) FV for currency adjustments

Stock-based compensation charge adjustments

8 unchanged sentences

Operating segments (continued)

The following tables summarize

supplemental segment information

for the three and six months

ended December 31, 2024 and

The following

tables summarize

segment information

Three months ended

Six months ended

Nine months ended

Total reportable segment

5 unchanged sentences

Operating segments

(1) Segment Adjusted EBITDA for the three months ended

March 31, 2025, includes retrenchment and reorganization

Consumer includes retrenchment costs of $

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

(2) Segment Adjusted

EBITDA for the

three months ended December

31, 2024, includes

retrenchments costs for

Adjusted EBITDA

EBITDA for the nine

months ended March

31, 2025, 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.

and reorganization costs

Merchant of $

million), Consumer of $

million) and Enterprise

includes retrenchment costs of $

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

information as

33 unchanged sentences

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

recorded by the

Company’s profitable South African operations,

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

losses incurred

by certain of

For the three and

nine months ended March 31,

2025, the Company’s effective tax rate was

impacted by the tax expense

by the Company’s

profitable South African operations, non-deductible

expenses (including transaction-related expenditures)

the Company’s

South African

businesses and the

associated valuation

businesses, a

valuation allowance

created related

adjustment to MobiKwik,

and the associated valuation

allowances created related

to the deferred tax

assets recognized regarding net

operating losses incurred by these entities.

For the three and

nine months ended March 31,

2024, the Company’s effective tax rate was

impacted by the tax expense

non-deductible

South African

businesses and

the associated

allowances created

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 December 31, 2024 and June 30, 2023, the Company had

unrecognized tax benefits.

unrecognized tax

South Africa,

1 unchanged sentence

federal jurisdiction.

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

South African

subsidiaries are

examination by

African Revenue

periods before

14 unchanged sentences

its business.

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

short-term facilities.

The Company pays commission of

2025) thereby

utilizing part

pays commission

% per annum to

6 unchanged sentences

million, translated

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

short-term facilities.

The Company pays commission of

2025) thereby

utilizing part

pays commission

% per annum to

1 unchanged sentence

value of these guarantees and does

not recover any of the commission

not recover any of the commission from

third parties.

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

recognized any

obligation related

guarantees in

its consolidated

balance sheet

potential amount that

3 unchanged sentences

million, translated

rates applicable

accounts to Nedbank as

security for the guarantees

issued by them

with an aggregate value

million, translated

derivative facilities in the Company’s

short-term credit facilities described in Note 9.

at exchange rates applicable as

of March 31, 2025).

discussed in Note 9, the

Company has ceded and

pledged certain bank accounts

the guarantees

exchange rates applicable as

of March 31, 2025).

The guarantees

have reduced the amount available

under its indirect and derivative

facilities in the Company’s short-term

credit facilities described in Note 9.

Contingencies

7 unchanged sentences

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

Lesaka ESOP Trust

On November 14, 2024, the Company announced that its shareholders voted on and approved

the funding and issuance of shares

to the Lesaka ESOP Trust at its annual general meeting.

The Lesaka Employee Share Ownership Plan (“ESOP”)

is designed to create

the Company’s

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.

transformation

approximately

inclusion and

to transformation

South African

Lesaka ESOP Trust

is structured as

trust, ensuring

the permanence of

allowing for the

inclusion of future

employees as the Company continues to grow.

implementation,

February 2025,

subscription price

vendor funded

Company through

funding (“NVF”)

structure whereby

Trust representing

the fair value

the shares, facilitating

the acquisition by

the Lesaka ESOP

the shares without

requiring any upfront

payment by the

ESOP Trust except for the payment of a nominal value of $

The NVF structure will achieve the

same economic effect

as a traditional

loan structure from

the Company to the

Lesaka ESOP Trust

to enable the Lesaka

to subscribe for

in the Company, but without

any actual flow of funds from the Company to the Trust.

A notional amount on the date

of issue was ascribed to

each share that the Lesaka ESOP

Trust subscribed

for, which is equal

the fair market value

of one of the

Company shares of common

stock (which is the

amount the Lesaka ESOP

Trust would have

for one of the Company’s shares in an ordinary course cash transaction with the Company) less a

The principal amount

on the NVF loan will

accrue interest at a fixed

The notional amount

not recognized in the Company’s financial statements because

it represents a formula to

calculate the number of the

Company’s shares

of common stock to be returned by the Lesaka ESOP Trust

to the Company after

On or about the 5

anniversary of the implementation date of the ESOP (“Maturity Date”), the Company will have the option to

The number of

shares to be repurchased will be

determined by using a formula

set out in the transaction

documents that

considers the total

NVF loan outstanding on

the Maturity Date

and the market

of the Company’s shares held

by the Lesaka

consideration that would have been

payable for the shares the Company

will repurchase (which is the fair

market value the Company

would have paid for the shares

in an ordinary course cash transaction

with the Lesaka ESOP Trust

Maturity Date) will be set off

against the total NVF loan outstanding.

After settlement of the NVF loan,

% of the remaining shares

held by the Lesaka ESOP Trust, if any,

will be distributed to eligible employees.

The Lesaka ESOP Trust will hold shares of

the Company’s common stock.

Lesaka ESOP Trust will therefore be entitled to

receive its proportionate share of any

dividends and other distributions declared by the

Company to its shareholders and vote

held on matters requiring shareholder approval.

The Lesaka ESOP Trust

is administered by the

board of trustees made up

members nominated by the

Company’s Board

and the participants in the ESOP.

The Company’s Board

has the right to nominate

members to the board of trustees.

of the trustees,

of which must be an independent trustee,

are nominated by the participants.

appointed to the board

of trustees may not be members of the Company’s Board or an officer as contemplated in Rule 16a-(f) of the Securities and Exchange

The nominees of

the participants need to meet an election

criteria to be eligible for nomination which

requires participant

nominees to have been employed by the Group for a continuous and uninterrupted period of at least

The trustees have the

discretion to determine how

the Lesaka ESOP Trust

should vote shares of the

Company common stock held on

matters requiring the

Company’s shareholder

The decisions by the trustees are decided by a majority vote.

is responsible

operating expenses

Lesaka ESOP Trust has sufficient

cash resources of its own to settle its operating expenses.

The Company controls the Lesaka

Trust because

the Lesaka ESOP

considered to

be a variable

interest entity

which the Company

has a controlling

financial interest.

is consolidated

by the Company.

As the Lesaka

is consolidated

the Company’s

are accounted

shares at the

nominal amount

the Company’s

the Lesaka ESOP Trust will be recognized within equity with no profit or loss being recognized in

the statement of operations on such

acquisition or disposal.

Subsequent events (continued)

Lesaka ESOP Trust (continued)

Qualifying employees

were allocated A

an option for

the employees to

acquire shares of

Company’s common stock in future.

unit represents an equity-settled share-based

payment, requiring the recognition of

based compensation charge over a

service period.

The A units are

expected to be measured at their

grant date fair value using

Scholes valuation

unit represent

an employees’

dividends paid

Company to the Lesaka ESOP Trust, and consequently

distributions that the Lesaka ESOP Trust makes to qualifying employees

are beneficiaries of the Lesaka ESOP Trust.

These payments represent an employee

benefit, requiring that the Company to recognize

an expense to the value of the payment made when each payment is made.

determined on December 31, 2024.

Initial qualifying employees received

invitation and allocation notices on or around April 1, 2025.

consideration

beneficiary of the Lesaka ESOP Trust.

Qualifying employees include employees of recent acquisitions, including

2025, the Lesaka

qualifying employees

closing price on the Nasdaq on April 1, 2025 was $

per share and each A unit was issued with an initial strike price

closing price less

% discount) and is

expected to grow by

% per annum through

The Company has

not calculated

the grant date fair value of these awards as of the date of filing this Quarterly Report on Form

10-Q on May 7, 2025.

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