What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-09-29 compared with 2025-09-29 · 1010 added, 1093 removed, 764 unchanged (73% of the section changed)

24 unchanged sentences

Measures” below.

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

As a result, the previously reported financial information as

Condition and Results of Operations has been updated to reflect the relevant restatement.

Refer to Note 1 in our unaudited

consolidated financial

statements for additional

information related to

the restatement, including

descriptions of the

adjustments and

the impacts on our unaudited condensed consolidated financial statements.

information as of

and for the three

and six months ended

December 31, 2024 in

this Item 2, Management’s

Discussion and Analysis

of Financial Condition and Results

of Operations has been updated to

reflect the relevant restatement.

to Note 1 in our

adjustments and the impacts on our unaudited condensed consolidated

financial statements.

Other than the effect of the restatement as described in Note

1 in our unaudited condensed consolidated financial statements, this

section has not been otherwise modified and does not reflect any information or events occurring after May 7, 2025, the filing date of

disclosures affected

that occurred

that subsequently

became known to the Company,

otherwise modified

any information

occurring after

subsequently became known to the Company,

except to the extent they are otherwise required to be included and discussed herein.

49 unchanged sentences

Recent Developments

financial results

distinct operating

Beginning in the

second quarter of fiscal

year 2025, Lesaka has

commenced disclosing its

financial results across

three distinct

operating divisions:

Merchant, Consumer

and Enterprise.

integrated multi-product platform is organized around

We are building an

integrated multiproduct platform that

is organized around

addressing a number of customer needs.

Merchant Division

Division (“Consumer”)

substantially the

transactional account,

and insurance.

On 1 October the Adumo Payouts business officially

became part of Consumer.

The Merchant Division (“Merchant”) serves merchants

and micro-merchants, combining existing Connect, Kazang and

Insights (previously known as Touchsides)

operations as well as the bulk of Adumo, specifically merchant acquiring and software

way of its GAAP hospitality platform.

Combined, we believe the Lesaka offering is the most comprehensive in the market in meeting

the needs of micro-

and medium-size businesses in the region, empowering merchants and micro-merchants to transact

efficiently and

fulfill their potential.

Our integrated multi-product range provides merchants

with card acquiring, cash management,

lending, software and Alternative

Digital Payments (“ADP”).

our pre-paid solutions and supplier

enabled payments (previously referred

to as our value-

added services).

Insights (previously known

as Touchsides) operations, as

Adumo, specifically its

merchant acquiring and

business and its GAAP hospitality platform.

Combined the Lesaka

offering will be amongst the most comprehensive

in the market in

businesses in

Our integrated

multi-product range

provides merchants

card acquiring, cash management, lending, software and Alternative Digital Payments (“ADP”).

our pre-paid solutions

and supplier enabled payments (previously referred to as our value-added services).

(“Enterprise”)

municipalities.

Our offering includes our bill and

utility payments platform, a new

payment switch, Prism Switch, as

well as Hardware

Security Modules,

party vending

Enterprise serves

corporates and

the technology

our Consumer and Merchant Divisions.

Merchant Division

This division provides merchant acquiring, software, cash management services, lending and ADP, that empower merchants and

micro-merchants to transact efficiently and fulfill their

Performance in Merchant has been driven by:

Merchant acquiring

Merchant acquiring includes 81,106 devices deployed under the Adumo,

Card Connect and Kazang brands.

Fiscal quarter ended December 31,

Number of devices in deployment

1 unchanged sentence

for the quarter (ZAR billions)

of approximately

Merchant acquiring includes 80,178 devices deployed under the Adumo, Card Connect and Kazang brands.

approximately

27,000 devices

deployed under

closing on October 1, 2024, the impact of which is not included in the prior period

comparatives.

Throughput increased to ZAR

9.9 billion for the

quarter, driven mainly by the

inclusion of Adumo in

than historic year-on-year growth attributable to

through GAAP.

further 21 countries.

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

transaction closing

October 1, 2024.

Throughput increased

driven mainly

supported by 19% year-on-year increase in throughput

attributable to Kazang Pay.

solutions are

offered through

operations in

South Africa,

point-of-sales

hospitality industry in Southern Africa, serving clients such as KFC, McDonald’s,

Pizza Hut, Nando’s and

Krispy Kreme.

Fiscal quarter ended December 31,

Number of GAAP sites

Approximate ARPU per site (ZAR)

is calculated

monthly figure

a three-month

ending March 31, 2025.

GAAP was acquired on October 1, 2024.

The number of GAAP sites was 9,640

as of March 31, 2025.

which combines

hardware, software

and acquiring

approximately ZAR

representing a 7% year-on-year growth.

ARPU is calculated on a

revenue per site basis, as

monthly figure based on a

three-month rolling average for the quarter

ending December 31, 2024.

The Adumo transaction closed on October 1, 2024.

The number of

GAAP sites was 9,705 as of December 31, 2024.

ARPU per site, which combines hardware, software and acquiring revenue,

was approximately ZAR 3,300 per month.

Cash management

Our cash management and

digitalization solutions effectively “puts the

bank” in 4,550

merchants’ stores enabling them

their cash faster

and more safely

on our proprietary

Cash Connect vaults.

Our cash business remains

a vital product

in our merchant

offering and is a key differentiator for us

in the digitalization of cash.

is a very apt point

of entry for such a cash-heavy

many merchants deal

burdens, costs and

risks of handling

large amounts of

We provide robust

sector (through Cash

Connect) and are

building a presence

micro-merchant sector (through

Kazang Vaults) enables our merchant

customer base to mitigate their operational risks pertaining to cash management

and security.

Our cash management and digitalization

solutions effectively “puts the bank” in 4,664 merchants’

Fiscal quarter ended December 31,

Number of devices in deployment

Cash settlements (throughput) for the quarter (ZAR billions)

Our lending solutions

are offered to

merchants through Capital

Connect and Adumo

Merchant lending

is an important

component in enabling the merchants we serve to compete

Merchants can apply online and have access to funds within 24

Adumo Capital is a joint venture with Retail Capital, a division of Tyme

Bank, with a 50:50 profit share.

Cash settlements (throughput)

for the quarter

(ZAR billions)

Our cash business remains a vital product in our merchant offering and is a key differentiator for us in the digitalization

We provide robust cash vaults in the merchant

sector (Cash Connect) and are building a presence in the micro-

pertaining to cash management and security.

solutions are offered to

merchants through Capital Connect

and Adumo Capital, a joint

venture with Retail Capital

(a division of Tyme Bank)

for Merchant Cash Advance (“MCA”), with a 50:50 profit share.

Fiscal quarter ended December 31,

Total credit disbursed

2 unchanged sentences

size at period end (ZAR millions)

(1) Amounts reflected above includes 100% of

Adumo Capital’s

Amounts reflected above includes 100% of Adumo

credit disbursed and net loan book.

transaction closing

2024, the impact of which is not included in the prior period comparatives.

We experienced significant growth in credit disbursed during the third quarter of fiscal 2025, driven

by Capital Connect

disbursing ZAR 283 million in Q3 2025, compared with ZAR 139 million last quarter (Q2 2025) and ZAR 219 million

a year ago (Q3 2024).

Capital Connect’s

lending proposition

is an important

enabling the merchants

Adumo Capital, a 50:50 joint venture

with Retail Capital, enables merchants to

access working capital in exchange

a portion of future turnover at POS.

Merchants can apply online and have access to funds within 24 hours.

Alternative Digital Payments

3 unchanged sentences

supplier payments, with the balance attributable to international money transfers, bill payments, satellite (digital) television

Fiscal quarter ended December 31,

Number of devices in deployment

1 unchanged sentence

for the quarter (ZAR billions)

Pre-paid solutions throughput for the quarter (ZAR billions)

Supplier enabled payments throughput for the quarter (ZAR

devices deployed

31, 2025, representing

a 16% year-on-year

growth compared

Pre-paid solutions throughput for the quarter

(ZAR billions)

Supplier enabled payments throughput for the

2025 includes

5,714 devices

attributable to

the acquisition

Insights (formerly

May 1, 2024, which are not enabled for Alternative

Digital Payments.

We had 89,571 devices deployed

as of December

31, 2024, representing a

13% year-on-year growth compared

devices as of December 31, 2023.

This includes 5,714 devices in Kazang Insights

(formerly known as Touchsides)

that are not yet enabled for ADP.

placement strategy

quality business

optimizing our existing fleet, which is reflected in healthy throughput growth.

which is reflected in a healthy throughput growth.

year-on-year,

1 unchanged sentence

transactional

Payouts platform (previously known as

Adumo Payouts) where we

service consumers who are corporate

employees and receive work-

related benefit payments from their employers through us.

to deliver against our strategic focus areas underpinning our growth strategy in Consumer

improve the lives

of historically underserviced

consumers and continue

to deliver against

our strategic focus

areas underpinning our

growth strategy.

Fiscal quarter ended December 31,

Transactional accounts

(banking) - EasyPay Everywhere

Total active EPE transactional

account base at quarter end

Total active EPE transactional

account base at quarter end -

(banking) - EasyPay Everywhere ("EPE")

Total active EPE transactional account base at

- Permanent grant recipients (millions)

Approximate Gross EPE account activations for the quarter -

Permanent grant recipients (number)

Approximate Net EPE account activations for the quarter -

quarter -Permanent grant recipients (number)

Approximate Net EPE account activations

for the quarter

- Permanent grant recipients (number)

Lending - EasyPay Loans

Approximate number of loans originated during the quarter

quarter (number)

Gross advances in the quarter (ZAR millions)

Loan book size, before allowances, at quarter end (ZAR

Loan book size,

before allowances, at

Fiscal quarter ended December 31,

Insurance - EasyPay Insurance

Approximate number of insurance policies written in the quarter

Total active insurance

policies on book at quarter end (number)

Average revenue

per customer per month, as of March 31,

(permanent grant beneficiaries) (ZAR)

EasyPay Payouts

Approximate number

policies written in

quarter (number)

December 31, (permanent grant beneficiaries) (ZAR)

Adumo Payouts

Approximate number of active cardholders

Approximate load value for the quarter (ZAR millions)

statistical reports portal (2025)

| Permanent grant customers per SASSA’s

SASSA statistical reports portal (2024) | Permanent grant customers per SASSA’s

monthly Social Assistance report

(March 31, 2025).

(December 31, 2024).

Gross loan book, before

Driving customer acquisition, supported by increased

focus on customer service

Driving customer acquisition

Gross EPE account

activations, continue to

grow at the new

levels for the permanent

base, post our marketing

distribution network enhancements

in fiscal 2024.

achieved approximately 99,000

gross account activations

in the quarter,

compared to approximately

achieved for the permanent base since

fiscal 2024, and the impact

of operational issues experienced at the

specific to this quarter.

Assistance report

SASSA statistical

the quarter, compared to

approximately 137,000 in the second quarter of fiscal 2024

which was higher than normal

to operational

that quarter;

approximately

89,000 accounts, compared to approximately 58,000 in

the third quarter of

fiscal 2024, and 65 000 a

quarter ago (Q2

transactional

gross activations

monthly Social Assistance

December 31, 2024,

statistical reports

approximately

2024, and 33 000 in the first quarter of fiscal 2025.

Our total active EPE transactional account base stood at approximately 1.6 million at the end of December 2024, of

approximately

customers per SASSA’s

monthly Social

Assistance report

statistical reports

The balance comprises Social Relief of Distress (“SRD”) grant recipients, which was introduced during the

COVID pandemic and extended by

another year in February

2025, to continue until March 2026, in its

current form.

COVID pandemic and extended in calendar year 2024.

our permanent

9 unchanged sentences

before allowances

March 31, 2024.

(“gross book”), increasing 41%

to ZAR 709 million as

of December 31, 2024,

compared to ZAR 503 million

December 31, 2023.

We have not amended our credit scoring or other lending criteria, and the growth is reflective of the demand for our

4 unchanged sentences

lending campaigns and encouraging results from our digital channels.

The portfolio loss ratio, calculated as the loans written off

over the last 12 months as a percentage of the total gross

has remained stable

at approximately 6%

on an annualized

basis, compared

quarter three fiscal 2024.

approximately

percentage of

approximately 6%

annualized basis, compared to quarter two fiscal 2024.

EasyPay Insurance

2 unchanged sentences

improvement in our overall ARPU.

able to improve

customer penetration

to approximately

active permanent

grant account

March 31, 2025,

compared to 32%

December 31, 2024, compared

to 31% as of December

Approximately

4 unchanged sentences

The total number

policies has grown

27% to approximately

528,000 policies as of

March 31, 2025,

policies has grown 29% to approximately 496,000 policies as of December 31, 2024,

compared to 384,000 policies

of March 31, 2024.

as of December 31, 2023.

our permanent

1 unchanged sentence

to approximately

third quarter

fiscal 2025, from approximately ZAR 90 in the third quarter of fiscal 2024.

EasyPay Payouts

On 1 October,

2024, the EasyPay Payouts business officially became part

second quarter

fiscal 2025, from approximately ZAR 85 in the second quarter of fiscal 2024.

Adumo Payouts

On 1 October the Adumo Payouts business officially became part

of the Consumer Division.

The number of active

card holders was approximately

230,000 at the end

of the third quarter

of fiscal 2025, with a

load value of approximately ZAR 155 million for quarter ended March

The number of active card

holders was approximately 200,000 at

the end of the second quarter of

fiscal 2025, with

a load value of approximately ZAR 170 million for quarter ended December

Enterprise Division

(“Enterprise”)

municipalities, and,

through Recharger,

landlords utilizing

prepaid electricity

metering solution.

utility payments

switch, Prism

party corporates,

and government

organizations,

mobile network

municipalities, driving

efficiency and innovation.

Fiscal quarter ended December 31,

Bill Payments

2 unchanged sentences

Utility Payments

Approximate number of registered prepaid electricity meters deployed (number)

Total Throughput

for the quarter (ZAR billions)

Hardware Security Modules

Approximate number of transactions (million)

million attributable to Recharger

utility payments for the month

of March 2025, the impact of

which is not included in

the prior period comparatives.

in production

Acquisition of Recharger

On November 20, 2024, we announced the acquisition of Recharger.

With closing conditions satisfied, the deal closed on March

demonstrating

operating segment,

is a South African

prepaid electricity submetering

and payments business

of over 500,000

prepaid electricity meters.

expect the acquisition to act as an entry point for us into the South African private

utilities space while

augmenting the Enterprise division’s

alternative payment offering.

Debt refinance and new banking partner

At the end of February 2025, we completed the

ZAR 4.5 billion refinance of our Group’s debt facilities, including Investec Bank

as a new banking

partner alongside our incumbent

of the debt refinance

consolidating most

legacy senior

debt facilities

centre, reducing

overall weighted

average borrowing

approximately

headroom, thereby creating flexibility and capacity for organic

and inorganic growth.

Lesaka Employee Share Trust

We successfully launched Lesaka’s Employee Share Ownership Plan (“ESOP”) in March 2025 reflecting our

commitment to our

designed to create

alignment with our long-term

growth objectives.

Lesaka ESOP Trust will

hold an effective

3% of our issued shares at

the date of implementation, representing approximately

ZAR 220 million at the current market

allocation of shares ensures that employees have a

meaningful stake in our future financial success and gives them

the opportunity to

share in the value created by us.

The Lesaka ESOP Trust advances our transformation initiatives and plays an important

role in improving the company’s Broad-

Empowerment (“BBBEE”)

employee base

designated groups

Through the creation

base of employee

ownership, we are

helping to promote

economic inclusion and

to transformation in the broader South African economy.

Association of South African Payment Providers (“ASAPP”)

publicly launched (www.asapp.co.za)

in January 2025, is now fully established as the

main representatives of non-bank

International

workstreams include:

Greater inclusion of Non-Bank participation in the payment’s

ecosystem including services such as settlement of funds

as part of the Bank's Act.

Working alongside the SARB and other regulatory stakeholders

on the strategic direction

of the Faster Payment

National Treasury Financial Inclusion

Forum and the Payments Industry Body Formation.

On November 20,

2024, we announced

the acquisition of

Recharger (Pty) Ltd (“Recharger”),

an acquisition subject

to satisfaction

of customary closing

January 29, 2025,

all regulatory approvals,

including approval by

the Competition Commission,

have been satisfied.

transaction is expected to

close in the third quarter

of fiscal 2025, once

the remaining procedural customary

closing conditions are satisfied.

consideration of

tranches with

the first tranche

settled at closing

second tranche

a year later.

The purchase consideration

will be settled

combination of

ZAR 332 million

common stock.

price applied

issued for the equity consideration will be based on the volume-weighted average price

of our shares for the three-month period prior

exclusively to repay a loan due by Recharger to the seller.

private utilities

Enterprise division’s alternative

payment offering.

Improvement in our Broad Based Black Economic

Empowerment (“B-BBEE”) rating to level 3

strategic priority

objectives is

which establishes

independently

certificate that presents an entity’s BEE Contributor Status Level, with

level 1 being the highest

and “no rating” (a level

below level 8)

as the lowest.

During fiscal 2025 we reported that our independently verified B-BBEE rating improved to a level 3 rating from a level

4 rating achieved in fiscal year 2024.

Critical Accounting Policies

30 unchanged sentences

Recent accounting pronouncements not yet adopted

as of March 31, 2025

pronouncements not yet adopted as

of March 31, 2025, including

the expected dates of adoption

and effects on our financial

results of operations and cash flows.

as of December 31, 2024

pronouncements

condition, results of operations and cash flows.

Currency Exchange Rate Information

2 unchanged sentences

Three months ended

Nine months ended

Six months ended

$ average exchange rate

9 unchanged sentences

Thus, the average rates used

to translate this data for the three and nine months ended March 31,

and 2024, vary slightly from the averages shown in the table

to translate this

the three and

six months ended

December 31, 2024

and 2023, vary

slightly from the

averages shown

described below,

the translation rates we

use in presenting our

results of operations are

the rates shown in

following table:

Three months ended

Nine months ended

Six months ended

Income and expense items:

Balance sheet items:

have translated the

results of operations and

operating segment information

for the three and

nine months ended March

and 2024, provided

in the tables

below using the

actual average exchange rates

per month (i.e.

January 2025, February

have translated

of operations

and operating

segment information

ended December

average exchange

reconciliation

information presented to our chief operating

decision maker.

The impact of

using this method compared with the average rate for

quarter and year to date is not significant, however, it does result in minor differences.

We believe that presentation using the average

information presented in our

external financial reporting and

leads to fewer

differences between our external reporting

measures which

are supplementally presented in ZAR, and our internal management

of information

operating decision

compared with

average rate for the

quarter and year to

date is not significant,

however, it does result in

minor differences.

We believe that presentation

accuracy of the information presented in our external financial

reporting and leads to fewer differences between our external reporting

measures which are supplementally presented in ZAR, and our internal management

information, which is also presented in ZAR.

38 unchanged sentences

tax expense or

equity-accounted

Consumer Segment Adjusted EBITDA

for the three and nine

months ended March 31, 2025.

Once-off items represent non-recurring

compensation adjustments reflect stock-based compensation expense and are both excluded

from the calculation of Segment Adjusted

EBITDA and are therefore reported as reconciling items to reconcile the reportable segments’ Segment Adjusted EBITDA to our loss

before income

lease charges

are allocated

operating segments,

presented certain

lease charges

on a separate

loss from equity-accounted investments

to our reportable segments.

items represent non-recurring expense items,

costs related

The Stock-based

reflect stock-based compensation expense and are both excluded

from the calculation of Segment Adjusted EBITDA

and are therefore

reported as reconciling items to reconcile the reportable segments’

Segment Adjusted EBITDA to our loss before income

Effective from fiscal 2025, all lease charges are allocated to our operating segments, whereas in

fiscal 2024 we presented certain lease

operating segments.

information has

lease charges

previously reported

separate line

Merchant (and

Merchant, Consumer and Enterprise) operating segments.

Operations—Use of Non-GAAP Measures” below.

Our fiscal 2025

financial results include

Adumo from October

Recharger from March 3,

are not included in our financial results for fiscal 2024.

Our fiscal 2025 financial

results include Adumo from

October 1, 2024.

is not included in our

financial results for fiscal

inter-related

1 unchanged sentence

operating segments:

Consumer and (3) Enterprise.

Enterprise and (3) Consumer.

In addition, corporate activities

5 unchanged sentences

in Eliminations.

Third quarter of fiscal 2025 compared to third quarter

Second quarter of fiscal 2025 compared to second quarter

of fiscal 2024

The following

a significant

of operations

third quarter

The following factors had

a significant impact on

our results of operations

during the second quarter

of fiscal 2025 as compared

with the same period in the prior year:

Higher revenue in ZAR:

Higher revenue:

Our revenues increased

14% in ZAR, primarily

due to the inclusion

Recharger, an

increase in ADP throughput in Merchant,

as well as higher transaction, insurance

and lending revenues in Consumer,

was partially offset by

fewer low margin

prepaid airtime sales

contribution from our

legacy Enterprise businesses;

primarily due to

a strong performance

by Consumer and

the contribution from

Adumo and Recharger

from March 3,

which was partially

offset by higher

costs and the increase

in amortization of

acquisition-related intangible assets

the acquisition of Adumo;

the inclusion of

Adumo, an increase

in value-added

services activity in

Merchant, higher

prepaid airtime sales,

higher transaction,

insurance and lending

revenues in Consumer, which was partially offset

by a lower contribution from Enterprise;

Operating income

decreased primarily

due to higher

costs and the

increase in amortization

acquisition-related

intangible assets

was partially

Adumo from October 1, 2024;

Non-cash fair value adjustment related to equity securities:

1 unchanged sentence

-cash fair value loss of $33.7 million during

the third quarter of fiscal 2025 related to our investment in MobiKwik;

the second quarter of fiscal 2025 related to our investment in MobiKwik;

Higher net interest

4 unchanged sentences

million (ZAR 81.2

million) primarily

due to higher

overall borrowings,

which was partially

a small increase

in interest received

result of the inclusion of Adumo;

million) primarily due to higher

overall borrowings, which was partially

offset by an increase in

interest received as a result

of the inclusion of Adumo;

Foreign exchange

compared to the prior period, which positively impacted our U.S.

5 unchanged sentences

In United States Dollars

Three months ended March 31,

Three months ended December 31,

(As restated)

Cost of goods sold, IT processing, servicing and support

1 unchanged sentence

Depreciation and amortization

Transaction costs related to Adumo and Recharger

acquisitions and certain

compensation costs

Operating income

Change in fair value of equity securities

Loss on disposal of equity-accounted investments

Interest income

6 unchanged sentences

Net loss attributable to us

(A) Revenue and cost of goods sold, IT processing, servicing and support for the three months ended March

31, 2025, have been

the misstatements

condensed consolidated

statement of operations.

(A) Revenue and cost of

goods sold, IT processing, servicing and

support for the three months

ended December 31, 2024, have been

and increased by $29.4 million to correct the misstatements discussed in Note 1 to the unaudited condensed consolidated statement of operations.

In South African Rand

Three months ended March 31,

Three months ended December 31,

(As restated)

Cost of goods sold, IT processing, servicing and support

1 unchanged sentence

Depreciation and amortization

Transaction costs related to Adumo and Recharger

acquisitions and certain

compensation costs

Operating income

Change in fair value of equity securities

Loss on disposal of equity-accounted investments

Interest income

6 unchanged sentences

Net loss attributable to us

(A) Revenue and cost of goods sold, IT processing, servicing and support for the three months ended March

31, 2025, have been

restated and increased by ZAR

477.2 million to correct the

misstatements discussed in Note 1

to the unaudited condensed consolidated

statement of operations.

inclusion of Adumo, an increase in the

volume of ADP provided (prepaid airtime), the

impact of an increase in

certain issuing fee base

prices year-over-year,

and transaction

business, and

premiums collected

revenues following higher loan originations,

which was partially offset by fewer low margin prepaid airtime sales.

above at “—Recent Developments” for a description of key trends impacting

our revenue this quarter.

Cost of goods sold, IT processing,

servicing and support increased by $9.2 million (ZAR 128.3 million) or 8.5% (in ZAR 6.3%),

(A) Revenue and cost of goods sold, IT

processing, servicing and support for the six months

ended December 31, 2024, have been restated

increased by ZAR 526.6 million to correct the misstatements discussed in Note 1 to the unaudited condensed consolidated statement of operations.

Revenue increased by $32.3

million (ZAR 461.3 million)

or 22.5% (17.1%), primarily

inclusion of Adumo, an

transaction activity in our issuing business, higher low margin

prepaid airtime sales, and an increase in insurance premiums collected

and lending revenues following

higher loan originations.

Refer to discussion above

at “—Recent Developments” for

a description of

key trends impacting our revenue this quarter.

$16.4 million

primarily due

Adumo, higher

commissions paid

generated, and

higher insurance-related

claims and third-party transaction fees, which was partially offset

by the decrease in low margin prepaid airtime sales.

to the inclusion

higher commissions paid

related to VAS

revenue generated,

and higher insurance-

related claims and third-party transaction fees, which was partially offset

by decrease in in low margin prepaid airtime costs.

Selling, general

3 unchanged sentences

employee-related

reorganization and retrenchment costs, an increase in the allowance for credit losses as a result of higher lending activities

by both Consumer

and Merchant, higher

stock-based compensation

higher stock-based compensation

travel expenses;

the year-over-year impact

of inflationary increases

on certain expenses, which was partially offset by

lower bonus provision expense.

on certain expenses.

Depreciation and amortization

3 unchanged sentences

increase was due

to the inclusion

of acquisition-related

intangible asset amortization

related to intangible

assets identified pursuant

Recharger acquisitions

and an increase in depreciation expense related to additional POS devices deployed

costs related

and Recharger

acquisitions and

certain compensation

costs increased

primarily due

inclusion of post-combination compensation charges recognized related to the Recharger acquisition.

Refer to Note

2 to our unaudited

condensed consolidation financial statements for additional information.

Our operating

income margin

third quarter

respectively.

acquisition-related

acquisition and an increase in depreciation expense related to

additional POS devices deployed.

Our operating income

margin for the

second quarter of

fiscal 2025 and

2024 was 0.4%

and 1.6%, respectively.

components of operating loss margin under “—Results of operations

by operating segment.”

equity securities

million during

non-cash fair

value adjustment

loss related to

did not record

any changes in

the fair value

of equity interests

in MobiKwik during

the third quarter

of fiscal 2024, or

any fair value adjustments

for Cell C during

the third quarter of

fiscal 2025 or 2024,

respectively.

consolidation

statements for the methodology and inputs used in the fair value calculation

for MobiKwik and Cell C.

Interest on surplus cash was flat at $0.6 million (ZAR 11.9

million) from $0.6 million (ZAR 11.9 million)

Interest expense increased to $5.8 million (ZAR 106.9 million) from $4.6 million (ZAR 86.5 million).

In ZAR, the increase was

primarily by higher

overall borrowings during

the third quarter

of fiscal 2025

compared with the

comparable period in

the prior quarter.

million) compared

(ZAR 17.6 million) in fiscal 2024.

Our effective tax rate for fiscal 2025

was impacted by deferred tax impact related

to the fair value

adjustment to our equity securities, the tax expense recorded by our profitable South African operations, a deferred tax benefit related

The change in fair value of

equity securities of $33.7 million during

the first half of fiscal 2025 represents

a non-cash fair value

adjustment loss

equity interests

second quarter of fiscal 2024, or

any fair value adjustments for

Cell C during the second quarter

of fiscal 2025 or 2024, respectively.

our investment

methodology and

calculation for MobiKwik and Cell C.

We recorded a loss of $0.2

million related to the change in

our investment in an equity security

recorded under the equity method

to consolidation during fiscal 2025.

to Note 2 to our consolidated financial statements

for additional information regarding

Interest on surplus cash increased

to $0.7 million (ZAR 12.9 million)

from $0.5 million (ZAR 9.1 million),

primarily due to the

inclusion of Adumo.

Interest expense increased

to $6.2 million (ZAR 110.6

million) from $4.8 million

(ZAR 90.3 million.

ZAR, the increase was

overall borrowings

second quarter

2025 compared

comparable period

Fiscal 2025 tax expense

was $(6.4) million (ZAR (117.0)

million) compared to $0.7

million (ZAR 12.8 million)

in fiscal 2024.

Our effective tax rate for fiscal 2025 was impacted by deferred tax impact related to the fair value adjustment to our equity securities,

expense recorded

profitable South

African operations,

acquisition-related

amortization,

non-deductible

transaction-related

incurred by certain of our

South African businesses,

a valuation allowance created

related to the fair value

adjustment to MobiKwik,

and the associated

valuation allowances

created related

asset amortization,

non-deductible expenses

(in transaction

-related expenses)

losses incurred

African businesses and

the associated valuation

allowances created related

to the deferred

tax assets recognized

regarding net

operating losses

by these entities.

recognized regarding net operating

losses incurred by these entities.

Our effective

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deferred tax benefit related to acquisition-related intangible asset amortization, non-deductible expenses, the on-going losses incurred

by certain of

our South African

and the associated

valuation allowances created

related to the

deferred tax assets

by certain of our

South African businesses and

the associated valuation allowances

created related to the

deferred tax assets recognized

regarding net operating losses incurred by these entities.

The table below presents the relative earnings (loss) from our equity-accounted

Three months ended March 31,

Three months ended December 31,

income (loss) from equity-accounted investments

3 unchanged sentences

In United States Dollars

Three months ended March 31,

Three months ended December 31,

(As restated)

Operating Segment

3 unchanged sentences

Group Adjusted EBITDA:

Group Adjusted EBITDA (non-GAAP)

(A) Revenue has been restated and

increased by $25.8 million to correct

the misstatements discussed in Note 1

to the unaudited

Group Adjusted EBITDA (non-

(A) Revenue has been restated and increased by $29.4

million to correct the misstatements discussed in Note 1 to the unaudited

condensed consolidated statement of operations.

(1) Segment Adjusted

EBITDA for the three

months ended March

31, 2025, includes reorganization

and retrenchment costs of

$0.7 million for Merchant and Enterprise of $0.3

Segment Adjusted EBITDA Consumer includes retrenchment costs

million for the third quarter of fiscal 2024.

(2) Lease expenses which were

previously presented on a

separate line in fiscal 2024

EBITDA for the

three months ended December

31, 2024, includes

retrenchments costs for

retrenchment costs of $0.1 million for the three months ended December 31, 2023.

(2) Lease expenses which were previously presented on

a separately line in fiscal

2024 are now included in Merchant,

and Consumer Segment

and Enterprise Segment

Adjusted EBITDA.

period has been

re-presented to conform with

current period presentation.

re-presented to conform

with current period presentation.

also “—Results

9 unchanged sentences

In South African Rand

Three months ended March 31,

Three months ended December 31,

(As restated)

Operating Segment

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Group Adjusted EBITDA:

Group Adjusted EBITDA (non-GAAP)

Group Adjusted EBITDA (non-

misstatements

2 unchanged sentences

Segment Adjusted

EBITDA Merchant

include reorganization

and retrenchment

Enterprise of

EBITDA Consumer

include retrenchment

million, respectively,

third quarter

Segment Adjusted

EBITDA for Consumer includes retrenchment costs of ZAR 0.1 million for

the third quarter of fiscal 2024.

(2) Lease expenses which were

previously presented on a

separate line in fiscal 2024

are now included in Merchant,

and Consumer Segment Adjusted EBITDA.

The prior period has been re-presented

to conform with current period presentation.

for the second quarter

of fiscal 2025.

Adjusted EBITDA for

Merchant includes retrenchment

ZAR 0.1 million and Consumer includes retrenchment costs of ZAR 1.3 million

for the three months ended December 31, 2023.

(2) Lease expenses which were previously presented

on a separately line in

fiscal 2024 are now included in Merchant,

and Enterprise Segment Adjusted EBITDA.

The prior period has been

re-presented to conform with current period presentation.

(3) Group Adjusted EBITDA

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GAAP Measures”.

Segment revenue primarily increased due to the inclusion of Adumo and a higher volume of ADP,

which was partially offset by

fewer low margin prepaid airtime sales (“Pinned airtime”).

In ZAR, the increase in Segment Adjusted EBITDA

is primarily due to the

inclusion of Adumo, which was partially offset by higher operating expenses incurred, including employment-related expenditures, to

reorganization

retrenchment costs incurred during the

third quarter of fiscal

We recorded a significant proportion of our

airtime sales in revenue

and cost of sales,

while only earning

a relatively small margin.

This significantly depresses

the Segment Adjusted

EBITDA margins

shown by the business.

Segment revenue primarily increased due to the inclusion of Adumo, a higher volume of value-added services provided (prepaid

airtime “Pinless Airtime”

and an increase

in low margin

prepaid airtime sales

(“Pinned airtime”).

Adjusted EBITDA

the inclusion

partially offset

operating expenses

employment-related

expenditures,

a significant

further below)

of sales, while

small margin.

This significantly

depresses the

Segment Adjusted EBITDA margins shown by the business.

Our Segment Adjusted EBITDA margin for the

third quarter of fiscal 2025 and 2024 was 6.3% and 6.6%, respectively.

Segment revenue

increased primarily

higher transaction

fees generated

second quarter of fiscal 2025 and 2024 was 7.1% and 6.4%, respectively.

account holders

year-over-year,

premiums collected,

lending revenues following an increase in loan originations and

the inclusion of Adumo.

This increase in

has translated into

improved profitability,

which was partially

higher allowance for

credit losses following

an increase in

loan originations during

higher insurance-related claims,

interest expense (of

approximately ZAR 16.5

million) incurred

to fund our lending book and the year-over-year impact of inflationary increases on certain expenses.

As noted during the first quarter

of fiscal 2025, we

intend to obtain a separate

lending facility to fund a

portion of our lending

during fiscal 2025.

included an intercompany interest expense in our Consumer Segment Adjusted EBITDA for the third quarter of fiscal 2025 compared

with the third quarter of fiscal 2024.

revenues following an increase in loan originations and the inclusion of

This increase in revenue has translated into

profitability, which was partially offset by a higher allowance for credit losses following an increase in loan originations in December

2024, higher insurance-related claims, interest

expense (of approximately ZAR 13.6

million) incurred to fund

our lending book,

computer software license costs, and the year-over-year impact of inflationary increases on certain expenses.

As noted during the first

quarter of fiscal 2025, we intend to obtain a separate lending facility to fund a portion of our lending during fiscal 2025.

to have this facility in place on July 1, 2024, however, we have been unable to finalize terms as the separate lending facility will form

Consumer Segment Adjusted EBITDA for the second quarter

of fiscal 2025 compared with the second quarter of fiscal 2024.

Our Segment Adjusted EBITDA margin for the

third quarter of fiscal 2025 and 2024 was 26.3%

second quarter of fiscal 2025 and 2024 was 18.9%

and 15.4%, respectively.

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revenue generated

Adjusted EBITDA is primarily due to the impact of fewer sales, which was partially

offset by the inclusion of Recharger.

Our Segment Adjusted (loss) EBITDA margin for the

third quarter of fiscal 2025 and 2024 was 1.41% and 6.4%, respectively.

prepaid airtime vouchers.

significant decrease in Segment Adjusted

EBITDA is primarily due

to the impact of

Our Segment Adjusted

(loss) EBITDA margin

for the second

quarter of fiscal

2025 and 2024

was (0.35)% and

7.5%, respectively.

costs primarily

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and directors’ and officers’ insurance premiums.

compared with

expense, which

partially offset

employee costs

resulting from

individuals allocated

salary adjustments, audit and consulting fees.

to date fiscal 2025 compared to year to date fiscal 2024

The following factors

had a significant

impact on our

results of operations

during the year

to date fiscal

2025 as compared

Our group costs for fiscal

2025 increased compared with the prior

period due to higher employee

costs resulting from an increase

in the number of individuals allocated to group costs and base salary adjustments,

travel, audit, consulting and legal fees.

First half of fiscal 2025 compared to first half of fiscal 2024

The following

factors had a

significant impact on

our results of

operations during

the first half

of fiscal 2025

as compared with

the same period in the prior year:

increased 13.5%

primarily due

increase in value

-added services activity

higher Pinned

Airtime sales, as

well as higher

transaction, insurance

and lending revenues in Consumer, which

was partially offset by a lower contribution from Enterprise;

significantly primarily due to contribution from

Adumo from October 1, 2024 and

Recharger from March 3, 2025, which

revenues increased

Pinned Airtime

sales, an increase in value-added services activity in Merchant, as well as higher transaction, insurance and lending revenues

which was partially offset by a lower contribution from Enterprise;

Operating income decrease, before transaction costs:

Operating income, before Adumo-related transaction costs, decreased

acquisition-related

acquisition of Adumo and Recharger;

acquisition of Adumo, which was partially offset by contribution

from Adumo from October 1, 2024;

Non-cash fair value adjustment related to equity securities:

1 unchanged sentence

-cash fair value loss of $33.7 million during

the year to date fiscal 2025 related to our investment in MobiKwik;

interest charge:

$15.0 million

million) from

$12.8 million

239.0 million) primarily due to

higher overall borrowings, which was partially

the first half of fiscal 2025 related to our investment in MobiKwik;

Higher net interest charge:

Net interest charge increased to $9.9 million (ZAR 177.5

million) from $8.8 million (ZAR 164.3

million) primarily due to higher

overall borrowings, which was partially

offset by an increase in

interest received as a

result of the inclusion of Adumo;

interest received as a result

of the inclusion of Adumo;

Foreign exchange movements:

was 4% weaker

against the ZAR

during the year

to date fiscal

2025 compared

5% weaker against the

ZAR during the first

half of fiscal 2025

to the prior period, which adversely impacted our U.S.

5 unchanged sentences

In United States Dollars

Nine months ended March 31,

Six months ended December 31,

(As restated)

Cost of goods sold, IT processing, servicing and support

1 unchanged sentence

Depreciation and amortization

Transaction costs related to Adumo and Recharger

acquisitions and certain

compensation costs

Transaction costs related to Adumo acquisition

Operating income

10 unchanged sentences

Net loss attributable to us

(A) Revenue and cost of goods sold, IT processing, servicing and support for the three months ended March

31, 2025, have been

the misstatements

condensed consolidated

statement of operations.

(A) Revenue and cost of goods sold, IT

processing, servicing and support for the six months

ended December 31, 2024, have been restated

increased by $37.4 million to correct the misstatements discussed in Note 1 to the unaudited condensed consolidated statement of operations.

In South African Rand

Nine months ended March 31,

Six months ended December 31,

(As restated)

Cost of goods sold, IT processing, servicing and support

1 unchanged sentence

Depreciation and amortization

Transaction costs related to Adumo and Recharger

acquisitions and certain

compensation costs

Transaction costs related to Adumo acquisition

Operating income

10 unchanged sentences

Net loss attributable to us

(A) Revenue and cost of goods sold, IT processing, servicing and support for the three months ended March

31, 2025, have been

increased by ZAR

to correct the

misstatements discussed in

the unaudited condensed

statement of operations.

Revenue increased by $73.1 million

(ZAR 1,057.8 million), or 17.5%

(in ZAR, 13.5%), primarily due

to the inclusion of

(A) Revenue and cost of goods sold, IT

processing, servicing and support for the six months

ended December 31, 2024, have been restated

increased by ZAR 667.7 million to correct the misstatements discussed in Note 1 to the unaudited condensed consolidated statement of operations.

Revenue increased by $49.8 million (ZAR 680.5

million), or 17.8% (in ZAR, 13.0%), primarily due

to the inclusion of Adumo,

an increase in the volume

2 unchanged sentences

certain issuing fee base

and transaction activity

in our issuing

business, and an

increase in insurance

premiums collected and

lending revenues following higher

loan originations, and higher Pinned Airtime sales.

Cost of goods sold, IT processing, servicing and support decreased by $37.0 million (or 11.2%) and, in ZAR, decreased by ZAR

459.6 million (or

7.4%), primarily due

to the decrease in

Pinned Airtime cost

of sales, which

was partially offset

by the inclusion

transaction activity

issuing business,

higher Pinned

Airtime sales,

insurance premiums

collected and

lending revenues following higher loan originations.

IT processing,

servicing and

support increased

primarily due to

the inclusion of

Adumo, higher commissions

paid related to

ADP revenue generated,

and higher insurance-related

claims and third-party

revenue generated,

an increase in

costs related to

Pinned Airtime sales, higher insurance-related claims and third-party

transaction fees.

Selling, general

16 unchanged sentences

increase was due

to the inclusion

of acquisition-related

intangible asset amortization

related to intangible

assets identified pursuant

Recharger acquisitions

and an increase in depreciation expense related to additional POS devices deployed.

costs related

and Recharger

acquisitions and

certain compensation

costs includes

service providers

associated with

advisory services

Adumo transaction

post-combination

recognized related

our unaudited

condensed consolidation

financial statements

additional information.

acquisition-related

acquisition and an increase in depreciation expense related to additional

POS devices deployed.

Transaction costs related to Adumo acquisition

includes fees paid to

external service providers associated

with legal and advisory

services procured to close the transaction on October 1, 2024.

Our operating (loss)

income margin

for the first half

of fiscal 2025

0.2% and 0.9%,

respectively.

1 unchanged sentence

by operating segment.”

The change in fair value of equity securities of $54.2 million during

the year to date fiscal 2025 represents a non-cash fair value

The change in fair value of

equity securities of $33.7 million during

the first half of fiscal 2025 represents

a non-cash fair value

adjustment loss related to MobiKwik.

We did not record any changes in the fair value of equity interests in MobiKwik during the year

to date fiscal 2024,

or any fair value adjustments

for Cell C during

the year to date fiscal 2025

or 2024, respectively.

We did not record any changes in the fair value of equity interests in MobiKwik during the first

half of fiscal

2024, or any fair

value adjustments for

Cell C during

the first half of

fiscal 2025 or

2024, respectively.

carry our investment in Cell C at $0 (zero).

8 unchanged sentences

inclusion of Adumo and higher overall average cash balances on deposit during

the year to date fiscal 2025 compared with 2024.

Interest expense increased to $17.0

million (ZAR 307.8 million)

from $14.3 million (ZAR 268.3

In ZAR, the increase

was primarily as a result of higher overall borrowings during the year to date fiscal 2025

compared with the comparable period in the

prior quarter.

Fiscal 2025 income tax benefit

the first half of fiscal 2025 compared with 2024.

Interest expense

ZAR, decreased

200.9 million

In ZAR, the increase was primarily as a result of higher overall borrowings during the first half of fiscal 2025 compared with

the comparable period

in the prior quarter,

which was partially offset

by lower interest expense

incurred on certain of

our borrowing

for which we were able to negotiate lower rates of interest towards the end of

calendar 2024.

Fiscal 2025 tax expense

was $(6.3) million (ZAR (115.6)

million) compared an income tax

expense of $1.9 million

adjustment to our equity securities, the tax expense recorded by our profitable South African operations, a deferred tax benefit related

to acquisition-related intangible

asset amortization, non-deductible

expenses (in transaction-related

a valuation allowance

created related to the fair value adjustment to MobiKwik,

the on-going losses incurred by certain of our South African businesses and

the associated

valuation allowances

created related

assets recognized

regarding net

operating losses

these entities.

million) compared to $1.0

million (ZAR 17.7 million)

in fiscal 2024.

Our effective tax rate for fiscal 2025 was impacted by deferred tax impact related to the fair value adjustment to our equity securities,

expense recorded

profitable South

African operations,

acquisition-related

asset amortization,

non-deductible expenses

(in transaction

-related expenses),

losses incurred

African businesses and

the associated valuation

allowances created related

to the deferred

recognized regarding net operating

losses incurred by these entities.

Our effective

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annual results

during our fourth

We sold our entire remaining interest

in Finbond during the

table below presents

during our fourth quarter.

We sold our entire

remaining interest in Finbond

during the first

half of fiscal 2024.

The table below

the relative (loss) earnings from our equity-accounted investments:

Nine months ended March 31,

Six months ended December 31,

Share of net loss

3 unchanged sentences

In United States Dollars

Nine months ended March 31,

Six months ended December 31,

(As restated)

Operating Segment

4 unchanged sentences

Group Adjusted EBITDA (non-

(A) Revenue has been restated and

increased by $63.2 million to correct

the misstatements discussed in Note 1

to the unaudited

(A) Revenue has been restated and increased by $37.4

million to correct the misstatements discussed in Note 1 to the unaudited

condensed consolidated statement of operations.

(1) Segment Adjusted

EBITDA for the nine

months ended March

31, 2025, includes reorganization

and retrenchment costs for

Merchant of $0.7

million, Enterprise of

$0.3 million, and

Consumer of $0.1

Adjusted EBITDA for

Merchant includes

respectively,

retrenchment costs of $0.2 million and Consumer includes retrenchment

costs of $0.2 million for year to date fiscal 2024.

(2) Lease expenses which were

previously presented on a

separate line in fiscal 2024

are now included in Merchant,

costs of $0.2 million for the first half of fiscal 2024.

(2) Lease expenses which were previously presented

on a separately line in

fiscal 2024 are now included in Merchant,

and Enterprise Segment Adjusted EBITDA.

7 unchanged sentences

In South African Rand

Nine months ended March 31,

Six months ended December 31,

(As restated)

Operating Segment

4 unchanged sentences

Group Adjusted EBITDA (non-

(A) Revenue has been

restated and increased by

ZAR 1.1 billion to

correct the misstatements discussed

the unaudited

condensed consolidated statement of operations.

(1) Segment Adjusted

EBITDA for the nine

months ended March

31, 2025, includes reorganization

and retrenchment costs for

million, Enterprise

misstatements

unaudited condensed consolidated statement of operations.

Adjusted EBITDA

Segment Adjusted

Merchant includes retrenchment costs

of ZAR 4.7 million

and Consumer includes retrenchment

costs of ZAR 2.9 million

date fiscal 2024.

(2) Lease expenses

previously presented on

line in fiscal

now included in

Merchant and Consumer

Segment Adjusted EBITDA.

The prior period has been re-presented to conform

with current period presentation.

EBITDA Enterprise

include retrenchment

respectively,

retrenchment costs of ZAR 4.7 million and Consumer includes retrenchment costs of ZAR 2.8 million for the first half of fiscal 2024.

Consumer Segment Adjusted EBITDA.

The prior period has been re-presented

to conform with current period presentation.

(3) Group Adjusted EBITDA

5 unchanged sentences

primarily increased

the inclusion

(Pinless Airtime

higher Pinned

Airtime sales.

Adjusted EBITDA

the inclusion

Adumo, which was partially offset by higher operating expenses incurred,

including employment-related expenditures, to expand our

an increase in

the allowance for

credit losses following

higher loan originations

and reorganization

and retrenchment costs

incurred during the third quarter of fiscal 2025.

higher volume

of value-added

services provided

Airtime and gaming) and an increase in Pinned Airtime sales.

In ZAR, the increase in Segment Adjusted EBITDA is primarily due to

employment-related

expenditures, to expand our offering.

Adjusted EBITDA

7 unchanged sentences

profitability, which was partially offset by a higher allowance for credit losses following an increase in loan originations in December

insurance-related

approximately

incurred to fund our lending book, higher computer software license costs, and

the year-over-year impact of inflationary increases on

certain expenses.

in our commentary

for the second

we have included

2024, higher insurance-related claims, interest

expense (of approximately ZAR 28.5

million) incurred to fund

our lending book, higher

year-over-year

have included

an intercompany

expense in our Consumer Segment Adjusted EBITDA for year to date

fiscal 2025 compared with the year to date fiscal 2024.

Our Segment Adjusted EBITDA margin for the year

to date fiscal 2025 and 2024 was 22.1% and 16.8%, respectively.

interest expense

Adjusted EBITDA for first half of fiscal 2025 compared with the first half

of fiscal 2024.

Our Segment Adjusted EBITDA margin for the

first half of fiscal 2025 and 2024 was 19.9% and 14.5%, respectively.

Segment revenue

2 unchanged sentences

revenue generated

Adjusted EBITDA is primarily due to the impact of few sales,

which was partially offset by the inclusion of Recharger

Our Segment Adjusted EBITDA margin for the year

to date fiscal 2025 and 2024 was 1.5% and 7.4%, respectively.

prepaid airtime vouchers.

In ZAR, the significant decrease in Segment Adjusted EBITDA is primarily due

to the impact of few sales.

Our Segment Adjusted EBITDA margin for the first half

of fiscal 2025 and 2024 was 1.6% and 8.0%, respectively.

Our group costs for fiscal

5 unchanged sentences

Presentation of Merchant, Consumer and Enterprise by segment for fiscal 2025 to date and fiscal 2024

The tables below present Merchant, Consumer and Enterprise revenue

and EBITDA for fiscal 2025

to date and fiscal 2024,

including lease charges, as well as the U.S.

8 unchanged sentences

Income and expense items:

(A) Revenue for

the first quarter,

second quarter,

third quarter and

of fiscal 2025

have been restated

and increased

by $8.0 million,

$29.4 million, $25.8

(A) Revenue for the first quarter, second quarter and year to

date of fiscal 2025 have been restated

and increased by $8.0 million,

$29.4 million and

million, respectively,

to correct the misstatements

discussed in Note

unaudited condensed consolidated statement of operations.

$37.4 million, respectively, to correct

the misstatements discussed

unaudited condensed consolidated

statement of operations.

In United States dollars

25 unchanged sentences

equity-accounted

separate lending

lending during

expected to have this facility in place on July 1, 2024, however,

we have been unable to finalize terms as the separate lending facility

will form part

broader refinancing of

our facilities.

Therefore, we

have included an

intercompany interest expense in

Segment Adjusted

items represents

non-recurring income

and expense items, including costs related to acquisitions and transactions consummated

or ultimately not pursued.

(earnings) loss from equity-accounted

investments, stock-based compensation

charges and once-off

Once-off items represents

non-recurring

The table below presents the reconciliation between GAAP net loss attributable

1 unchanged sentence

Three months ended

Nine months ended

Six months ended

Loss attributable to Lesaka - GAAP

21 unchanged sentences

Three months ended

Nine months ended

Six months ended

Transaction costs

Transaction costs related to Adumo and Recharger

acquisitions and

certain compensation costs

Transaction costs related to Adumo acquisition

Indirect taxes provision release

8 unchanged sentences

The transactions can span

Recharger over a number of quarters, and the transactions

are generally non-recurring.

number of quarters, and the transactions are generally non-recurring.

provision release

12 unchanged sentences

Liquidity and Capital Resources

As of March 31, 2025, our cash and cash equivalents were

$71.0 million and comprised of U.S.

dollar-denominated

$3.2 million,

ZAR-denominated balances

billion ($65.9 million),

and other currency

deposits, primarily

Botswana pula,

As of December 31, 2024, our cash and cash

equivalents were $60.6 million and comprised of U.S.

dollar-denominated balances

of $3.1 million,

all amounts translated

at exchange rates

applicable as of

March 31, 2025.

The increase in

our unrestricted cash

from June 30,

2024, was primarily due

to the positive contribution

from our Merchant

and Consumer operations

and utilizing of our

borrowing facilities,

which was partially

the utilization of

cash reserves to

fund certain scheduled

and other repayments

our borrowings,

settle the cash

portion of the

purchase consideration

related to our

various acquisitions,

ZAR-denominated balances of

ZAR 961.0 million

($55.9 million), and

other currency deposits,

primarily Botswana

pula, of $1.6

million, all amounts

translated at exchange

rates applicable as

of December 31,

decrease in our

cash balances from June 30, 2024, was

primarily due to the utilization of cash

reserves to fund certain scheduled and

other repayments

purchase ATMs

pay annual bonuses, pay for expenses included in our group costs, and

to make an investment in working capital.

investment in working capital, which was partially offset by

positive contribution from our Merchant and Consumer operations

invest any surplus cash held by

14 unchanged sentences

of utilizing surplus

cash and availability of tax

efficient structures to moderate

financing costs.

availability of

tax efficient

structures to

moderate financing

loan facilities

acquisition of

the acquisition

combination of

facilities to

activities and

the acquisition

Refer to Note

to our consolidated financial statements

to these condensed

consolidated financial

statements for

additional information

related to our borrowings.

the year ended

June 30, 2024,

these condensed consolidated financial statements for additional

information related to our borrowings.

Available short-term

Summarized below are our short-term facilities available and utilized as of

March 31, 2025:

short-term facilities available, comprising:

December 31, 2024:

short-term facilities

available, comprising:

Total overdraft

Indirect and derivative facilities

short-term facilities available

Utilized short-term facilities:

Indirect and derivative facilities

short-term facilities utilized

Interest rate, based on South African prime rate

exchange contracts to support guarantees issued by RMB and Nedbank

to various third parties on our behalf.

a commitment provided

to the lender

under the CTA

entered into on

February 27, 2025,

we have undertaken

utilize more than ZAR 5.0 million ($0.3 million) of the Nedbank Facility.

Long-term borrowings

We have aggregate long-term borrowing outstanding of ZAR 3.6 billion ($194.7 million translated at

exchange rates as of March

borrowings include

Indirect and derivative

short-term facilities

Utilized short-term

Indirect and derivative

short-term facilities

African prime rate

(1) Indirect and derivative facilities may only be used for guarantees, letters of credit and forward

exchange contracts to support

guarantees issued by RMB and Nedbank to various third parties on our behalf.

Long-term borrowings

billion, which was used to refinance our previous long-term borrowings.

We have utilized all of these long-term borrowings

revolving credit

300.0 million

finance loans

book and an asset backed facility of ZAR 227.0 million which is utilized to

partially fund the acquisition of POS devices and vaults.

December 31, 2024)

as described in Note

These borrowings

include outstanding

long-term borrowings obtained

by Lesaka SA of

ZAR 1.0 billion,

including accrued

interest, which

partially fund

the acquisition of

million of this facility as of December 31, 2024.

In contemplation

of the Connect transaction, Connect obtained total facilities of ZAR

1.3 billion, which were

utilized to repay its existing

borrowings, to fund a

portion of its capital expenditures

and to settle obligations

transaction documents,

has subsequently

operational requirements

an outstanding

balance as of December 31, 2024, of ZAR 1.2 billion.

We also have a revolving credit facility, of ZAR 300.0 million which is utilized

to fund a portion of our merchant finance loans receivable book.

On September 30, 2024,

we obtained a

ZAR 665.0 million funding

facility from RMB which

has been used

to (i) settle an

.2 million due

ZAR 207.2 million

to acquire 2,601,410

shares of our

common stock from

one of the Adumo sellers’ indirect shareholders;

(iii) pay ZAR 147.5 million notified by Investec Bank Limited to Adumo and us as a

result of the

acquisition, (iv) pay an

origination fee of

ZAR 7.6 million to

RMB and (v) pay

ZAR 70.0 million of

transaction-related

On December 10, 2024, we obtained a ZAR 250.0 million general banking facility from RMB which is repayable in full by

the end of February 2025.

We have included

additional information regarding this general banking facility under available short-term

Restricted cash

11 unchanged sentences

cash presented in our consolidated

statement of cash flows as of March 31, 2025, includes restricted cash of $0.1 million

that has been ceded and pledged.

statement of cash flows as of December 31, 2024, includes restricted cash of

$0.1 million that has been ceded and pledged.

Arrangement with African Bank to fund our ATMs

23 unchanged sentences

Cash flows from operating activities

Third quarter

Net cash provided by

operating activities during the

third quarter of fiscal

Second quarter

used operating

activities during

was $9.2 million

(ZAR 196.2 million) compared

to net cash utilized of

$19.2 million (ZAR 362.1 million) during

the third quarter of fiscal

Excluding the impact of income

million) compared

net cash provided

by operating activities

of $0.6 million

(ZAR 10.9 million)

during the second

quarter of fiscal

Excluding the

income taxes,

operating activities

third quarter

positively impacted

Merchant and Enterprise businesses related to quarter-end transaction processing activities,

lower inventory holdings as of March 31,

2025, and the contribution from our Merchant and Consumer businesses,

which was partially offset by the impact of cash utilized

the significant net growth in our Consumer and Merchant finance

loans receivable books.

During the third quarter of fiscal 2025, we paid first provisional South African tax payments of $0.6 million (ZAR 10.9 million)

related primarily to certain of Adumo’s

subsidiaries 2025 tax year.

paid taxes totaling $0.1 million in

other tax jurisdictions,

totaling $0.1 million in other tax jurisdictions, primarily in Botswana.

second quarter

2025 includes

cash utilized

significant net

growth in our

Consumer finance

loans receivable book,

which was partially

was positively impacted

contribution from our Merchant and Consumer businesses.

During the second

quarter of fiscal

2025, we paid

first provisional South

African tax payments

of $3.1 million

(ZAR 56.3 million)

related to our 2025.

We also paid taxes

totaling $0.1 million in other tax

jurisdictions, primarily in Botswana during the

second quarter

of fiscal 2025.

During the second

quarter of fiscal

2024, we paid

first provisional South

African tax payments

of $2.7 million

49.5 million) related

to our 2024 tax

year and South

African tax payments

related to prior years

of $0.07 million

(ZAR 1.3 million).

We also paid taxes totaling

0.1 million in other tax jurisdictions, primarily in Botswana.

Taxes paid (refunded)

during the third quarter of fiscal 2025 and 2024 were as follows:

Three months ended March 31,

during the second quarter of fiscal 2025 and 2024 were as follows:

Three months ended December 31,

First provisional payments

Second provisional payments

Tax refund received

Taxation paid related

to prior years

Total South African

Foreign taxes paid

Net cash used in operating activities during the year to date of fiscal 2025

was $2.6 million (ZAR 47.6 million) compared to net

cash provided by operating activities

of $23.1 million (ZAR 434.0

million) during the year

to date of fiscal

Excluding the impact

of income taxes, our cash used in operating activities during the year to date of fiscal 2025 includes cash utilized for the settlement of

tax (refund) paid

used operating

activities during

236.7 million)

cash provided by operating

activities of $4.0 million

(ZAR 74.0 million) during

the first half of

the impact of

working capital movements within our Merchant and Enterprise

1 unchanged sentence

significant net

finance loans

receivable books,

partially offset

impacted by the contribution from Merchant and Consumer businesses.

During the year to date of

fiscal 2025, we paid first provisional

South African tax payments of

$3.7 million (ZAR 67.1 million)

growth in our

Consumer finance

loans receivable book,

which was partially

was positively impacted

contribution from Merchant and Consumer businesses.

provisional South

related to our

also paid taxes totaling $0.2 million in other tax

jurisdictions, primarily in Namibia and Botswana during

year to date of fiscal 2025.

During the year to

date of fiscal 2024, we paid first provisional

South African tax payments of $2.7 million

also paid taxes

totaling $0.1 million

jurisdictions, primarily

in Botswana during

the first half

million) related

South African

paid taxes totaling $0.2 million in other tax jurisdictions, primarily in Botswana.

South African tax

payments related

to prior years

12.2 million).

also paid taxes totaling $0.1 million in other tax jurisdictions, primarily in Botswana.

Taxes (refunded)

paid during the year to date of fiscal 2025 and 2024 were as follows:

Nine months ended March 31,

paid during the first half of fiscal 2025 and 2024 were as follows:

Six months ended December 31,

First provisional payments

Second provisional payments

Taxation paid related

4 unchanged sentences

Cash flows from investing activities

Third quarter

activities for

Second quarter

Cash used in investing activities

for the second quarter of

fiscal 2025 included capital expenditures

of $6.3 million (ZAR 112.8

million), primarily

acquisition of

second quarter of

related to acquisition of certain businesses, including Adumo.

investing activities

second quarter

of fiscal 2024

capital expenditures

million), primarily due to

the acquisition of

vaults and POS

We also incurred expenditures of

million (ZAR 41.1

30.8 million),

primarily related

to the capitalization

of development costs,

during the third

million), primarily due

to the acquisition of

vaults and POS devices

During the second

quarter of fiscal

third quarter of

2025, we paid $6.7 million related to acquisition of certain businesses, including

activities for

million), primarily due to the acquisition of vaults and POS devices

activities for

2025 included

capital expenditures

million), primarily due to

the acquisition of

vaults and POS

We also incurred expenditures of

$2.3 million (ZAR

2024, we received proceeds

of $3.5 million related to the sale of remaining interest in Finbond and $0.25 million related to the second (and final) tranche from the

disposal of our entire equity interest in Carbon.

investing activities for

the first half

of fiscal 2025

included capital expenditures

of $6.3 million

(ZAR 112.8 million),

acquisition of certain businesses, including Adumo.

Cash used in investing activities for the

first half of fiscal 2024

included capital expenditures of $2.2 million

(ZAR 41.1 million),

primarily due to the acquisition of

During the first half of fiscal

2024, we received proceeds of $3.5

million related to the sale

$0.25 million

primarily related

capitalization of

development costs,

third quarter

2025, we paid $10.6 million related to acquisition of certain businesses, including

Adumo and Recharger.

activities for

2024 included

capital expenditures

million (ZAR 149.1

million), primarily due to the acquisition of vaults.

year to date of fiscal 2024, we received proceeds

of $3.5 million related

to the sale of remaining interest in

Finbond and $0.25 million related to

the second (and final) tranche from

the disposal of our entire

equity interest in Carbon.

final) tranche

interest in Carbon.

Cash flows from financing activities

Third quarter

During the third quarter of fiscal 2025, we utilized $21.4 million from our South African overdraft facilities to partially fund the

repaid $134.5 million of

long-term borrowings towards our

refinanced facilities and in

accordance with our repayment

schedule and paid

$7.2 million to settle

also paid fees

million related the

February 2025 refinance

and paid dividends to the non-controlling interest of $0.1 million.

During the third

quarter of fiscal 2024

we utilized $24.9 million

from our South

African overdraft facilities

Second quarter

During the second quarter of fiscal 2025, we utilized $48.9 million from our South

African overdraft facilities to fund our ATMs

and our cash management business through Connect, and repaid

1 unchanged sentence

We utilized $12.9 million of our long-

term borrowings to

portion of the

Adumo purchase consideration,

pay certain transaction

expenses, repay Adumo’s borrowings,

repurchase shares of our common stock, fund the acquisition of certain capital expenditures and for working capital requirements.

settle Adumo’s

an origination

additional borrowings

controlling interest of $0.3 million.

During the second quarter of fiscal 2024,

we utilized $69.0 million from our South African overdraft facilities to

fund our ATMs

and our cash management business through Connect, and repaid

$66.0 million of those facilities.

We utilized $8.6 million of our long-

term borrowings to fund

3 unchanged sentences

repaid $3.2 million

of fiscal 2025,

we utilized $94.2

our South African

overdraft facilities

cash management

business through

acquisition of

2025 refinance of certain of our

repaid $84.9 million of those facilities,

including towards our refinanced facilities.

utilized $189.5 million

of our borrowings

portion of the

Adumo purchase consideration,

pay certain transaction

repay Adumo’s borrowings,

repurchase shares of our common stock, fund the acquisition of certain capital expenditures,

capital requirements and for

the February 2025 refinance

of certain of our

We repaid $130.0 million of long-term

towards our refinanced facilities and in accordance with our repayment schedule, paid

$7.2 million to settle Adumo’s borrowings, and

settled a portion

of our revolving credit

also paid $0.2

million to repurchase

shares from employees

the employees to

settle taxes due

related to the

vesting of shares of restricted stock.

During the first half

of fiscal 2025, we

utilized $48.9 million from

our South African overdraft

facilities to fund our

borrowings to

purchase consideration,

transaction expenses,

repay Adumo’s

repurchase shares of our common stock, fund the acquisition of certain capital expenditures and for working capital requirements.

revolving credit

facility utilized.

We also paid an

origination fee of $1.0

million to secure

additional borrowings

as well as paid dividends to the non-controlling interest of $0.4 million.

During the year to date

of fiscal 2024, we utilized

$153.5 million from our South

African overdraft facilities to fund

cash management

business through

repaid $172.2

those facilities.

an origination

additional borrowings as well as paid dividends to the non-controlling

interest of $0.3 million.

During the first half

of fiscal 2024, we

utilized $69.0 million from

our South African overdraft

facilities to fund our

management business

through Connect,

$66.0 million

utilized $8.6

long-term borrowings

the acquisition

capital expenditures

working capital

requirements.

million of long-term borrowings

in accordance with

our repayment schedule as

settle a portion

of our revolving

credit facility

term borrowings to fund

the acquisition of certain

capital expenditures and for

working capital requirements.

repaid $3.2 million

also paid $0.2

9 unchanged sentences

Capital Expenditures

expect capital

capital spending

third quarter

include spending

2 unchanged sentences

our ATM infrastructure and branch network in South Africa.

Our capital expenditures for the third quarter of fiscal 2025

and 2025 are discussed under “—Liquidity and Capital Resources—Cash

funds, or our asset-backed borrowing

arrangements.

had outstanding capital commitments as of

March 31, 2025, of $0.1 million.

We expect to fund

these expenditures through internally generated funds and available facilities.

expenditures for

are discussed

under “—Liquidity

from investing

activities.” All

capital expenditures

through internally

commitments as of December 31, 2024, of $0.5 million.

to fund these expenditures through internally generated funds and

available facilities.

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/A

Item 2. Management’s Discussion and Analysis