What changed in this filing

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Item 1. Financial Statements

2025-11-05 compared with 2025-05-07 · 979 added, 2702 removed, 1093 unchanged (77% of the section changed)

2 unchanged sentences

Unaudited Condensed Consolidated Balance Sheets

September 30,

(In thousands, except share data)

9 unchanged sentences

Total current assets

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

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

OPERATING LEASE RIGHT-OF-USE (Note 17)

3 unchanged sentences

DEFERRED INCOME TAXES

OTHER LONG-TERM ASSETS, including equity securities (Note 6 and 8)

OTHER LONG-TERM ASSETS (Note 6 and 8)

CURRENT LIABILITIES

Short-term credit facilities for ATM funding (Note 9)

Short-term credit facilities (Note 9)

14 unchanged sentences

COMMON STOCK (Note 11)

Issued and outstanding shares, net of treasury - March:

Issued and outstanding shares, net of treasury - September:

PREFERRED STOCK

9 unchanged sentences

TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND SHAREHOLDERS’ EQUITY

(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

Nine months ended

(In thousands, except per share

September 30,

(In thousands, except per

REVENUE (Note 16)

Cost of goods sold, IT processing, servicing and support

Selling, general and administration

Cost of goods sold, IT processing, servicing and support, exclusive of depreciation and amortization shown

separately below

Selling, general and administration, exclusive of depreciation and amortization shown separately below

Depreciation and amortization

Transaction costs related to Adumo and Recharger acquisitions and

certain compensation costs (Note 2)

OPERATING INCOME

CHANGE IN FAIR VALUE

OF EQUITY SECURITIES (Note 5 and 6)

LOSS ON DISPOSAL OF EQUITY-ACCOUNTED INVESTMENT

REVERSAL OF ALLOWANCE FOR

DOUBTFUL EMI DEBT

Transaction costs related to Adumo, Recharger and Bank Zero acquisitions (Note 2)

OPERATING INCOME (LOSS)

NET LOSS ON IMPAIRMENT OF EQUITY-ACCOUNTED

INVESTMENT (Note 6)

INTEREST INCOME

2 unchanged sentences

INCOME TAX (BENEFIT) EXPENSE (Note 19)

NET LOSS BEFORE EARNINGS (LOSS) FROM EQUITY-

ACCOUNTED INVESTMENTS

EARNINGS (LOSS) FROM EQUITY-ACCOUNTED INVESTMENTS

LESS NET INCOME ATTRIBUTABLE

TO NON-CONTROLLING

NET LOSS BEFORE EARNINGS FROM EQUITY-ACCOUNTED INVESTMENTS

EARNINGS FROM EQUITY-ACCOUNTED INVESTMENTS

ADD NET LOSS ATTRIBUTABLE

TO NON-CONTROLLING INTEREST

NET LOSS ATTRIBUTABLE

6 unchanged sentences

Three months ended

Nine months ended

(In thousands)

September 30,

(In thousands)

Other comprehensive income (loss), net of taxes

Other comprehensive income, net of taxes

Movement in foreign currency translation reserve

Release of foreign currency translation reserve related to

liquidation of subsidiaries (Note 12)

Release of foreign currency translation reserve related to

disposal of Finbond equity securities (Note 12)

Movement in foreign currency translation reserve related

to equity-accounted investments

Release of foreign currency translation reserve related to disposal of equity

Total other comprehensive

income (loss), net of

Comprehensive loss

Less comprehensive loss attributable to non-

controlling interest

Comprehensive loss attributable to Lesaka

income, net of taxes

Comprehensive income

Less comprehensive income attributable to non-controlling interest

Comprehensive income attributable to Lesaka

See Notes to Unaudited Condensed Consolidated Financial Statements

4 unchanged sentences

comprehensive

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

Balance – January 1, 2024

( 25,295,261 )

Shares repurchased (Note 13)

Restricted stock granted (Note 13)

Exercise of stock options (Note 13)

Stock-based compensation charge

Reversal of stock-based compensation

charge (Note 13)

Stock-based compensation charge

related to equity-accounted investment

Other comprehensive loss (Note 12)

Balance – March 31, 2024

( 25,297,772 )

LESAKA TECHNOLOGIES, INC.

Unaudited Condensed Consolidated Statements of Changes in Equity

Lesaka Technologies, Inc.

shares, net of

comprehensive

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

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

in thousands)

Balance – July 1, 2024

( 25,563,808 )

Shares repurchased (Note 13)

Restricted stock granted (Note 13)

Exercise of stock options (Note 13)

Stock-based compensation charge

1 unchanged sentence

charge (Note 13)

Stock-based compensation charge

related to equity-accounted investment

Other comprehensive loss (Note 12)

Balance – March 31, 2024

Other comprehensive income (Note

Balance – September 30, 2024

( 25,563,808 )

See Notes to Unaudited Condensed Consolidated Financial

LESAKA TECHNOLOGIES, INC.

3 unchanged sentences

comprehensive

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

Balance – January 1, 2025

( 28,297,365 )

Shares issued (Note 2 and Note 11)

Shares repurchased (Note 13)

( 2,495,662 )

Gain recognized related to issue of

shares included in treasury shares

Restricted stock granted (Note 13)

Exercise of stock options (Note 13)

Stock-based compensation charge

Reversal of stock-based compensation

charge (Note 13)

Dividends paid to non-controlling

Other comprehensive loss (Note 12)

Balance – March 31, 2025

( 29,700,666 )

LESAKA TECHNOLOGIES, INC.

Unaudited Condensed Consolidated Statements of Changes in Equity

Lesaka Technologies, Inc.

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

For the three months ended September 30, 2025 (dollar amounts

in thousands)

Balance – July 1, 2025

( 29,934,044 )

Shares issued (Note 2 and Note 11)

Shares repurchased (Note 13)

( 5,229,219 )

Gain recognized related to issue of

shares included in treasury shares

Restricted stock granted

Exercise of stock options (Note 13)

Restricted stock granted (Note 13)

Stock-based compensation charge

1 unchanged sentence

charge (Note 13)

Adumo non-controlling interest

acquired (Note 2)

Dividends paid to non-controlling

Other comprehensive loss (Note 12)

Balance – March 31, 2025

Other comprehensive income (Note

Balance – September 30, 2025

( 29,934,044 )

See Notes to Unaudited Condensed Consolidated Financial

LESAKA TECHNOLOGIES, INC.

1 unchanged sentence

Three months ended

Nine months ended

(In thousands)

September 30,

(In thousands)

1 unchanged sentence

Depreciation and amortization

Movement in allowance for doubtful accounts receivable

Movement in allowance for doubtful accounts receivable and finance loans receivable

Earnings from equity-accounted investments (Note 6)

Fair value adjustment related to financial liabilities

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

(Earnings) Loss from equity-accounted investments

Movement in allowance for doubtful loans to equity-accounted investments

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

Profit on disposal of property, plant and equipment

Movement in interest payable

Interest payable

Facility fee amortized

Net loss on disposal of equity-accounted investments (Note 6)

Profit on disposal of property, plant and equipment

Stock-based compensation charge (Note 13)

Dividends received from equity-accounted investments

Decrease (Increase) in accounts receivable

Changes in net working capital

(Increase) Decrease in accounts receivable and other receivables

Increase in finance loans receivable

(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)

Decrease in accounts payable and other payables

Increase in taxes payable

5 unchanged sentences

Acquisition of intangible assets

Acquisitions, net of cash acquired

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

Repayment of loans by equity-accounted investments

Net change in settlement assets

Net cash used in by investing activities

Net cash (used in) provided by investing activities

Cash flows from financing activities

3 unchanged sentences

Repayment of long-term borrowings (Note 9)

Acquisition of treasury stock (Note 13)

Proceeds from exercise of stock options

Guarantee fee

Dividends paid to non-controlling interest

Non-refundable deal origination fees (Note 9)

Net change in settlement obligations

Net cash provided by (used in) financing activities

Effect of exchange rate changes on cash and cash equivalents

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

Net cash used in financing activities

Effect of exchange rate changes on cash

Net decrease in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash – beginning of period

3 unchanged sentences

Notes to the Unaudited Condensed Consolidated Financial Statements

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

for the three months ended September 30, 2025 and 2024

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

8 unchanged sentences

subsidiaries over

the Company exercises

control and have been

prepared in accordance with

generally accepted accounting

principles (“GAAP”)

States Securities

Quarterly Reports

include all of the information and

disclosures required for interim financial reporting.

The results of operations for the

three and nine

months ended March 31, 2025 and

2024, are not necessarily indicative of

the rules and regulations

of the United States Securities

and Exchange Commission for

Quarterly Reports on Form

information and

disclosures required

financial reporting.

of operations

months ended September 30, 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.

The Company believes that

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

accounting policies and financial notes thereto included in the

10 unchanged sentences

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

In October 2025, the Company identified that it

had understated its June 30, 2025,

amounts of cost and accumulated depreciation

equipment reported as of June 30, 2025, was not impacted by the misstatement.

The Company has recast its accumulated depreciation

presented on the condensed consolidated balance sheet as of June 30, 2025,

to increase the amount from $

Recent accounting pronouncements adopted

In November 2023, the

Financial Accounting Standards

Board (“FASB”)

In December 2023, the Financial Accounting

Standards Board (“FASB”)

issued guidance regarding

Segment Reporting (Topic

requirements,

In addition, the

guidance enhances interim disclosure

requirements, clarifies circumstances in

which an entity can disclose

segment, and contains

other disclosure requirements.

This guidance is effective

for the Company

beginning July 1,

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

quarter ended September 30, 2025).

Recent accounting pronouncements not yet adopted

as of March 31, 2025

requirements.

The guidance requires

entities, on an

annual basis, to

(1) disclose specific categories

in the income

tax rate reconciliation

and (2) provide additional information for reconciling items that meet a quantitative threshold (if

the effect of those reconciling items

amount computed

by multiplying

income tax rate).

to improve income tax

disclosure requirements.

requires entities, on an

annual basis, to (1) disclose

specific categories

in the income tax rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if

the effect of those reconciling items is equal to or greater than five percent of

the amount computed by multiplying pre-tax income or

the applicable

statutory income

This guidance

is effective for the Company

beginning July 1, 2025.

is currently assessing the impact

of this guidance on its financial statements and related disclosures.

Basis of Presentation and Summary of Significant Accounting

Policies (continued)

was effective

Company beginning

ended June 30, 2026.

Recent accounting pronouncements not yet adopted

as of March 31, 2025 (continued)

as of September 30, 2025

Statement—Reporting

12 unchanged sentences

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

The Company did not make

any acquisition during the nine

months ended March 31, 2024.

The cash paid, net of

cash received

related to the Company’s acquisitions during

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

Total cash paid

cash acquired

Total cash paid, net

of cash received

October 2024 acquisition of Adumo

2024, the Company

entered into a

Sale and Purchase

Agreement (the “Purchase

Agreement”) with Lesaka

Crossfin Apis Transactional

Solutions (Pty) Ltd

and Adumo ESS

(Pty) Ltd (“the

the Purchase Agreement

subject to its terms and

conditions, Lesaka, through its

Lesaka SA, agreed to

acquire, and the Sellers agreed

to sell, all of

October 1, 2024.

approximately

end-consumers

reconciliation

Adumo operates

across three businesses,

which provide

payment processing

and integrated software

solutions to different

reconciliation

medium (“SME”) merchants

in South Africa,

Namibia and Botswana, and

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

business offers

online commerce

solutions (Adumo

Online), cloud-based,

multi-channel point-of-sales

credit platform

merchants and corporate clients in South Africa and Namibia.

The acquisition

continues the

consolidation in

African fintech

At acquisition,

the Company’s

ecosystem served approximately

million active consumers,

merchants, and processes over ZAR

billion in throughput

markets in which it operates.

The total purchase

consideration was ZAR

million) and comprised

the issuance of

shares of the

(“Consideration Shares”)

multiplied by

The purchase consideration was settled through

the combination of the Consideration Shares and a ZAR

million, translated at the prevailing

as of October 1, 2024)

payment in cash.

The Company’s

closing price on

the Johannesburg

Stock Exchange on

October 1, 2024,

using the October

exchange rate).

Acquisitions (continued)

October 2024 acquisition of Adumo (continued)

authorities of South

(ii) exchange

control approval from

the financial surveillance

department of the

South African

all necessary

Consideration

(iv) obtaining

certain third-party

Company obtained confirmation

from RMB that

it has sufficient

of the purchase

consideration;

Adumo shareholders

(including preference

shareholders) with

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

all other agreements and transactions contemplated in the

Purchase Agreement;

(vii) obtained

lender regarding

Adumo entering

implementing the

Agreement, and

agreements and

transactions contemplated

Purchase Agreement;

certain Seller’s

shareholders regarding

Adumo entering

International

provides for the inclusion

of the Consideration

Shares attributable to certain

Seller shareholders

in the definition of

“Put Shares” under

purchase agreements to dispose

of an amount of Consideration

Shares (which ultimately was determined

Consideration

The Company agreed to file a

resale registration statement with the United States

Securities and Exchange Commission (“SEC”)

covering the resale of the Consideration Shares by the Sellers.

The resale registration statement

was declared effective by the SEC on

December 6, 2024.

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

Instruments-Credit

Losses for Accounts Receivable and Contract Assets

which amends current guidance to provide a practical

expedient (for all entities)

and an accounting

policy election (for

all entities, other than

public business entities,

that elect the practical

expedient) related to

estimation of expected credit

losses for current accounts receivable

and current contract assets that

arise from transactions accounted

Revenue From Contracts With

Customers (Topic

This guidance is effective for

the Company beginning July 1, 2026,

reporting periods during

that fiscal year.

Early adoption

is permitted.

Company is currently

assessing the impact

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 September 30, 2025 (continued)

Intangibles—Goodwill

(Subtopic 350-40)

which amends certain

aspects of the

accounting for and

disclosure of software

costs under ASC

developed software

the framework

guidance regarding

(Subtopic ASC

also does not amend the guidance

on costs of software licenses that

are within the scope of ASC 985

The amendments supersede

development costs

Development Costs

(Subtopic ASC

that guidance,

along with the

recognition requirements

for development costs

specific to websites,

This guidance

effective for

the Company beginning

July 1, 2028,

and interim reporting

periods during that

Early adoption is permitted.

prospectively,

retrospectively,

capitalization requirements but would no longer meet

the requirements for capitalization under the

new guidance by derecognizing the

capitalized costs for

that in-process project

cumulative-effect adjustment

to the opening

balance of retained

Company is currently assessing the impact of this guidance on its financial

statements and related disclosures.

Refer to Note 3 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the

additional information

regarding the

acquisition of

Recharger Proprietary

Limited (“Recharger”)

acquisition of

(“Bank Zero”)

(which transaction

remains conditional).

close any acquisitions during the three months ended September 30, 2025.

2026 Proposed acquisitions of Bank Zero

Implementation

Agreement (the

Implementation Agreement”)

Research Proprietary

Limited (“Zero

Research”), Bank

and other parties identified in Annexure

A to the Transaction Implementation

Agreement (being all of the shareholders of Bank

Implementation Agreement (being all

of the shareholders

of Zero Research

save for Naught

Holdings Ltd, the

“Zero Research Sellers”)

and Naught Holdings Ltd.

transaction-related

related to the

proposed acquisition of

accruals presented in

as September 30,

2025, includes

an accrual of

transaction related expenditures

million and the

Company expects to

incur further transaction

during the 2026 fiscal year.

2025 Acquisitions

On November 19,

3 unchanged sentences

Sale of Shares Agreement

(the “Recharger

(the “Recharger Purchase

Agreement”) with

5 unchanged sentences

Purchase Agreement

and subject to

its terms and

conditions, Lesaka

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

agreed to sell, all of the outstanding equity interests in 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)

2025 Acquisitions (continued)

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

September 30, 2025.

There were no changes to the preliminary purchase price allocation as of June 30, 2025.

The final purchase

allocation of

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 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”),

acquired the remaining

shares (representing

% of the issued and

outstanding shares) it did

not own in Innervation

Added Services Namibia Pty Ltd

million, translated at November 1, 2024

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

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.

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

acquisition, translated

foreign exchange

rates applicable

acquisition, is

the table below:

Final purchase price allocation

Cash and cash equivalents

2 unchanged sentences

Operating lease right of use asset

Equity-accounted investment

Intangible assets

Deferred income taxes assets

Other long-term assets

Current portion of long-term borrowings

Accounts payable

4 unchanged sentences

Operating lease liability - long-term

Long-term borrowings

Other long-term liabilities

Settlement assets

Settlement liabilities

Fair value of assets and liabilities on acquisition

non-controlling

determined as

the non-controlling

interests respective

the equity value

of the entity

was adjusted for

% minority discount.

The allocation of the

purchase price 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,

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)

2025 Acquisitions (continued)

Intangible assets acquired

intangible assets were identified related

to the acquisition

Summarized below is the fair value

of the intangible

assets acquired and the weighted-average amortization period:

Fair value as of

acquisition date

Weighted-average

period (in years)

Finite-lived intangible asset:

Acquired during the nine months ended March 31, 2025:

Adumo – technology assets

Adumo – customer relationships

Adumo – brands

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 Company did

t incur any transaction costs related to the Bank Zero acquisition during the three months ended September

The table below

presents transaction costs

incurred related to

the acquisition of

Adumo and Recharger,

certain post-

combination compensation costs expensed during the three and

nine months ended March 31, 2025 and 2024:

incurred related

to the acquisitions

and the proposed

acquisition of Bank Zero during the three months ended September

30, 2025 and 2024:

Three months ended

Nine months ended March

September 30,

Bank Zero transaction costs

Adumo transaction costs

Recharger transaction costs

Recharger post-combination services expensed

(1) Recharger

transactions costs

been allocated

from Selling,

administration

Selling, general

and 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 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

information presented above includes the

business combination accounting and

other effects

acquisitions including

(1) amortization

expense related

intangibles and

deferred tax;

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

information as presented above

is for information purposes

only and is not indicative

of the results of

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

Since the closing of the 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

Zero acquisitions

ondensed consolidated statement of operations for the three months

ended September 30, 2024.

Accounts receivable, net and other receivables and

1 unchanged sentence

Accounts receivable, net and other receivables

The Company’s accounts receivable,

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

The Company’s accounts receivable, net, and other receivables as of September 30, 2025, and June 30, 2025, are presented in

the table below:

September 30,

Accounts receivable, trade, net

6 unchanged sentences

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

September 2025:

Current portion of total held to maturity investments

Investment in

% of Cedar Cellular Investment 1 (RF) (Pty) Ltd

Other receivables

13 unchanged sentences

the fact that a balance

is outstanding at month-end is

not necessarily an indication of

increased risk but

is outstanding at month-end

is not necessarily an indication

of increased risk but

rather a matter of operational timing.

23 unchanged sentences

is not significant.

Current portion

outstanding related

represents an

loan in Carbon Tech

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

million, which was sold in September

of an allowance

for doubtful loans

receivable of $

The Company has

not yet received

the outstanding $

million related

to the sale of the $

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

Investment in

% of Cedar Cellular

Investment 1 (RF) (Pty) Ltd

% notes represents the

investment in a note which was

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

capital structure.

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

ther receivables include prepayments, deposits, income taxes receivable and

other receivables.

3 unchanged sentences

The Company’s finance

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

loans receivable, net, as of September 30, 2025, and June 30, 2025, is presented

in the table below:

September 30,

Microlending finance loans receivable, net

17 unchanged sentences

lending activities

Certain merchant

finance loans

aggregate balance

Certain merchant finance loans receivable with an aggregate balance of $

million as of September 30, 2025 have been pledged as

security for the Company’s

6 unchanged sentences

Loans to customers

have a tenor of up to

, with the majority of loans

have a tenor of up to nine months, with the majority of loans

originated having

21 unchanged sentences

lifetime loss

rate as of each of June

30, 2024 and March 31, 2025,

The performing component (that

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.

rate as of each of June 30, 2025 and September 30, 2025,

The performing component (that is, outstanding loan payments

not in arrears)

exceeds more than

outstanding lending

September 30,

Merchant finance loans receivable

8 unchanged sentences

twelve months,

loans originated having a tenor of approximately

loans originated having a tenor of approximately eight months.

The Company analyses this lending book as a single portfolio because

the loans within the portfolio have similar characteristics and management uses similar processes to monitor and assess the credit risk

of the lending book.

f the lending book.

Refer to Note 5 related to the Company risk management

17 unchanged sentences

with the month-end outstanding lending book.

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

approximately

outstanding loan

under-performing

component (that

is, outstanding

loan payments

non-performing

book represents

approximately 95%, 4% and

1%, respectively, of the outstanding

lending book as

The performing component,

performing component

and non-performing

the book represents

approximately

%, respectively,

the outstanding

book as of March 31, 2025.

outstanding lending book as of September 30, 2025.

The Company’s inventory

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

comprised the following categories as of September 30, 2025, and June 30, 2025:

September 30,

Raw materials

1 unchanged sentence

Finished goods

Finished goods as

of June 30, 2024,

million of Cell C

airtime inventory that was

previously classified as

goods subject to sale restrictions.

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

Fair value of financial instruments

11 unchanged sentences

Currency exchange risk

assembles, and inventories that it is required to settle in other currencies, primarily the euro, renminbi, and U.S.

to fluctuations

African rand (“ZAR”), on the one hand, and the U.S.

dollar and the euro, on

the other hand.

The Company is subject to currency exchange risk because it purchases components

for its vaults, that the Company assembles,

and inventories

settle in other

currencies, primarily

the euro, renminbi,

forward contracts in order to limit its

exposure in these transactions to fluctuations

in exchange rates between the South African

(“ZAR”), on the one hand, and the U.S.

dollar and the euro, on the other hand.

Translation risk

22 unchanged sentences

interest rates, which

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

September 2024,

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

quarters and as of the date of this Quarterly Report, are expected to decline

by a further 25 basis points in the first quarter of calendar

2026 and stabilize

at that level

for the remainder of

Therefore, ignoring the

impact of changes

to the margin on

its borrowings

foreseeable future, however, the Company would expect a higher cost of borrowing if interest rates were to increase in the future.

effectiveness

maintains surplus

cash equivalents

and has occasionally invested in marketable securities.

investments and

has occasionally

non-performance

2 unchanged sentences

counterparty’s

management deems appropriate.

to credit risk on

financial instruments, the

Company maintains a

transactions only

financial institutions

equivalent) or better, as determined by credit

rating agencies such as Standard & Poor’s, Moody’s

management deems

financial instruments,

policy of entering

into such transactions only

with South African

and European financial

institutions that have

a credit rating

(or its equivalent) or better, as determined by

credit rating agencies such as Standard & Poor’s, Moody’s

and Fitch Ratings.

58 unchanged sentences

Fair value of financial instruments (continued)

Financial instruments (continued)

Financial instruments

The following

19 unchanged sentences

based techniques that include

option pricing models,

discounted cash flow models,

and similar techniques.

option pricing models, discounted

cash flow models, and

similar techniques.

such techniques are included in Level 3 investments.

Asset measured at fair value using significant observable inputs – investment in MobiKwik

The Company’s

equity shares of

One MobiKwik Systems Limited

(“MobiKwik”).

listed on the

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

Up until its listing MobiKwik did not have a readily determinable

fair value and the

Company elected to measure

its investment in MobiKwik

at cost minus impairment,

plus or minus changes

resulting from observable price changes in orderly transactions

for the identical or a similar investment of the same issuer

or minus changes

in observable prices equity

securities”).

From the date

of MobiKwik’s

listing, the Company has

used MobiKwik’s

closing price reported

trading day related

of the Company’s

reporting period to

determine the fair

value of the equity securities

owned by the Company.

The Company has determined

a fair value per MobiKwik

per share 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

The Company’s

Level 3 asset represents

an investment of

The Company’s Level 3 asset represents an investment of

class “A” shares in Cell

C, a significant

mobile telecoms

provider in South Africa.

C Limited (“Cell C”), a significant

mobile telecoms provider in South Africa.

The Company used a discounted cash flow model developed by the Company to determine

the fair value of

its investment in Cell C

as of March 31,

the fair value

of its investment in

September 30, 2025

and June 30, 2025,

respectively,

and valued Cell C at $

and valued Cell

September 30,

2025, 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

marketability

minority discount

% (June 2025:

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

management for

period ended May 31, 2030, for the September 30, 2025, and

June 30, 2025, valuations.

The following key valuation inputs were used as of September 30, 2025,

and June 30, 2025:

1 unchanged sentence

Cost of Capital ("WACC"):

% over the period of the forecast

% as of June 30, 2025)

Long term growth rate:

4 unchanged sentences

% as of June 30, 2025)

Net adjusted external debt - March 31, 2025:

Net adjusted external debt - September 30, 2025:

billion), no lease liabilities included

3 unchanged sentences

dollars at exchange rates applicable as of

March 31, 2025.

September 30, 2025.

(2) translated from ZAR to U.S.

dollars at exchange rates applicable as of June 30,

dollars at exchange rates applicable as of

June 30, 2025.

The fair value of

of September 30, 2025, utilizing

the discounted cash flow

valuation model developed by the

is sensitive to

the following

ability of Cell

the forecasts in

their business case;

marketability

significantly higher or lower fair value measurement.

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

1 unchanged sentence

% decrease and

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

increase in the

the EBITDA margins

respectively used

30, 2025, all

translated at exchange rates applicable as of September 30, 2025:

Sensitivity for fair value of Cell C investment

2 unchanged sentences

EBITDA margin

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 presents

the Company’s

assets measured at fair value

on a recurring basis as

of March 31, 2025,

to the fair value hierarchy:

including these

Company expects

short-term equity

price volatility

hat Cell C remains in a turnaround process.

Fair value of financial instruments (continued)

according to the fair value hierarchy:

Quoted Price in

2 unchanged sentences

Investment in Cell C

Investment in MobiKwik

Related to insurance

22 unchanged sentences

There have been

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

and 2024, respectively.

transfers in or out of Level 3 during the three months ended September 30, 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 nine months ended March 31, 2025 and 2024.

3, during the three months ended September 30, 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 nine months ended March 31, 2025:

categorized within Level 3, during the three months ended September

Carrying value

1 unchanged sentence

Foreign currency adjustment

Balance as of March 31, 2025

Balance as of September 30, 2025

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

1 unchanged sentence

the carrying value.

Fair value of financial instruments

Fair value of financial instruments (continued)

Summarized below is the movement in the carrying value

1 unchanged sentence

a recurring basis, and

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

categorized within Level 3, during the three months ended September

Carrying value

1 unchanged sentence

Foreign currency adjustment

Balance as of March 31, 2024

Balance as of September 30, 2024

foreign currency

19 unchanged sentences

other-than-temporary.

recorded during the

reporting periods presented

liabilities that

are measured at

measured at fair value on a nonrecurring basis.

Equity-accounted investments and other long-term assets

1 unchanged sentence

financial statements included in its Annual Report on Form 10-K for the

year ended June 30, 2024, for additional information regarding its equity-accounted

investments and other long-term assets.

year ended June 30, 2025, for additional information regarding its equity

-accounted investments and other long-term assets.

Equity-accounted investments

equity-accounted

The Company’s ownership

percentage in its equity-accounted investments as of September 30, 2025,

and June 30, 2025, was as

September 30,

Sandulela Technology

1 unchanged sentence

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

Sale and impairment of Finbond shares during

the nine months ended March 31, 2024

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

The transaction was subject to certain conditions, including regulatory and shareholder approvals, which were

December 2023.

proceeds received

million) were

repay capitalized

under the Company’s borrowing

considered this

impairment indicator.

Company is required to include any foreign currency translation reserve

and other equity account amounts

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

The Company performed an impairment assessment

Finbond, including

currency translation

account amounts,

as of September

The Company recorded an impairment loss of $

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

difference between

the determined fair value

of the Company’s

interest in Finbond and

the Company’s

carrying value, including

foreign currency

translation reserve

referenced in

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

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

Equity-accounted investments (continued)

Sale and impairment of Finbond shares during

the 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:

Consideration received in cash

carrying value of Finbond shares sold

release of foreign currency translation reserve from

accumulated other comprehensive loss

release of stock-based compensation charge related

equity-accounted investment

Loss on sale of Finbond shares

wholly-owned subsidiary,

Netherlands B.V.

(“Etobicoke”)

Etobicoke for

equity interest

had a carrying

(zero) at June

The parties agreed

that Etobicoke pledge

shares purchased as

security for the

amounts outstanding under

the binding term

Company received $

million on closing

and the outstanding balance

due by Etobicoke

was expected to be

paid as follows:

million on September 30,

2023 (the amount

was received in October

2023), and (ii) the

remaining amount, of

million in March 2024

(the amount has not

been received as

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

Summarized below is the

movement in equity-accounted investments and

loans provided to equity-accounted

investments during

the nine months ended March 31, 2025:

Investment in equity

Balance as of June 30, 2024

Comprehensive income:

Other comprehensive income

Equity accounted (loss) earnings

Share of net (loss) earnings

Dividends received

Equity-accounted investment acquired in business combination (Note

Disposal of equity accounted investment (Note 2)

Foreign currency adjustment

Balance as of March 31, 2025

(1) Includes Sandulela and SmartSwitch Namibia;

(2) The foreign currency

adjustment represents the effects

of the fluctuations

of the ZAR and Namibian

dollar, against the

dollar on the carrying value.

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

SmartSwitch Namibia

equity-accounted

September 30, 2025, which primarily includes the release of accumulated

other comprehensive loss (refer to Note 12).

Other long-term assets

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

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

30, 2025, and June 30, 2025:

Total equity investments

September 30,

Investment in

2 unchanged sentences

Investment in

% of MobiKwik (June 30, 2024:

Investment in

% of CPS (June 30, 2025:

4 unchanged sentences

Total other long-term

Company determined

that MobiKwik

December 2024)

readily determinable

and therefore elected

to record these

investments at cost

minus impairment, if

plus or minus

changes resulting from

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

of the same issuer.

investment at

impairment, if

minus changes

resulting from

observable price

orderly transactions

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

(2) On October 16, 2020,

3 unchanged sentences

placed into liquidation.

Refer to Note 5 for additional information regarding

the determination of the fair value of Company’s

investment in MobiKwik

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 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.

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

Other long-term assets (continued)

Summarized below

4 unchanged sentences

fair value and

maturity investments as of March 31, 2025:

maturity investments as of September 30, 2025:

Equity securities:

Investment in CPS

Held to maturity:

Investment in Cedar Cellular notes (Note 3)

Summarized below are the components of the Company’s

2 unchanged sentences

Equity securities:

Investment in MobiKwik

Investment in CPS

3 unchanged sentences

Summarized below is the movement in the carrying value of goodwill

for the nine months ended March 31, 2025:

for the three months ended September 30, 2025:

Balance as of June 30, 2025

Acquisitions (Note 2)

Foreign currency adjustment

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

Balance as of September 30, 2025

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

1 unchanged sentence

on the carrying value.

Goodwill associated with

the acquisitions

represents the excess

the fair value

of acquired net assets.

Goodwill arising

acquired net assets.

Goodwill has been allocated to the Company’s

1 unchanged sentence

Balance as of June 30, 2025

Acquisitions (Note 2)

Foreign currency adjustment

Balance as of March 31, 2025

Balance as of September 30, 2025

(1) The foreign

2 unchanged sentences

against the U.S.

on the carrying value.

n the carrying value.

Goodwill and intangible assets, net (continued)

Intangible assets, net

1 unchanged sentence

Summarized below is

the carrying value

and accumulated amortization

of intangible assets as

2025, and June

As of March 31, 2025

the carrying value and

accumulated amortization of

intangible assets as of

September 30, 2025, and

As of September 30, 2025

As of June 30, 2025

Finite-lived intangible assets:

Customer relationships

Software, integrated

platform and unpatented

Customer relationships

Brands and trademarks

Total finite-lived

balances include

the intangible

assets acquired

Adumo acquisition

Recharger and Genisus Risk acquisitions in March 2025.

Goodwill and intangible assets, net (continued)

Intangible assets, net (continued)

Aggregate amortization

expense on the finite-lived

intangible assets for the

three months ended March

31, 2025 and 2024,

million and $

million, respectively.

approved the realignment of certain of the Company’s brands to the master brand in May 2025.

The Company has identified the steps

complete alignment

certain brands expected to

be aligned by December 2025.

The change in brands has

resulted in a change in

the useful lives of certain

of the Company’s brand and trademark

intangible assets which has

resulted in an increase

(excluding the impact on

Adumo and GAAP

brands) in amortization

million during the three

months ended September

30, 2025 compared

with the three months

ended September 30, 2024.

The change in

the useful lives

resulted in a

million increase in

the Company’s net loss from

operations for

September 30,

significant impact

not impact prior periods.

Aggregate amortization

1 unchanged sentence

finite-lived intangible assets

ended March 31, 2025 and 2024, was $

million and $

million, respectively.

Future estimated annual amortization expense for

the next five

fiscal years and

assuming exchange

rates that prevailed

for the three

months ended September

respectively.

thereafter, assuming exchange rates that

prevailed on September 30,

is presented in

the table below.

acquisitions,

exchange rate fluctuations and other relevant factors.

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

Actual amortization expense

in future periods could differ from

this estimate as a

result of acquisitions, changes in useful

lives, exchange rate fluctuations and other

relevant factors.

Fiscal 2026 (excluding three months ended September 30, 2025)

estimated annual amortization expense

1 unchanged sentence

Reinsurance assets and policyholder liabilities under insurance contracts

Summarized below is

the movement in reinsurance

assets and policyholder

liabilities under insurance

contracts during the

months ended March 31, 2025:

Summarized below is the movement in reinsurance

assets and policyholder liabilities under insurance contracts

during the three

months ended September 30, 2025:

Balance as of June 30, 2025

Increase in policy holder benefits under insurance contracts

Claims and decrease in policyholders’ benefits under insurance

Increase in policyholder benefits under insurance contracts

Claims and decrease in policyholders’ benefits under insurance contracts

Foreign currency adjustment

Balance as of March 31, 2025

Balance as of September 30, 2025

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

15 unchanged sentences

Assets and policyholder liabilities under investment contracts

under investment

ended March 31, 2025:

and policyholder

liabilities under

investment contracts

ended September 30, 2025:

Balance as of June 30, 2025

Increase in policy holder benefits under investment contracts

Claims and decrease in policyholders’ benefits under investment contracts

Foreign currency adjustment

Balance as of March 31, 2025

Balance as of September 30, 2025

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

27 unchanged sentences

transition would

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 – 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

facility agreement

overdraft facility

and therefore

the overdraft utilized

and converted

fund the Company’s

was considered

restricted cash.

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

RMB Bridge Facilities, comprising a short-term facility obtained

in October 2024 and amended in December 2024

“F2024 Facility

Letter”) with

provided Lesaka

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

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

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

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.

Company is in

regular contact

with its lenders

and will update

existing borrowing

agreements to the

when ZARONIA is adopted by the financial industry and lenders as the new

reference rate.

month negotiable

certificates of

deposit (“NCD”)

September 30,

prime rate, the benchmark rate at which private sector banks lend to the public

in South Africa, on September 30, 2025, was

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

March 31, 2025

Summarized below are the

Company’s short-term facilities as of

September 30, 2025, and

the movement in

the Company’s short-

term facilities from as of June 30, 2025 to as of September 30, 2025:

Short-term facilities available as of September 30, 2025

Indirect and derivative facilities

Movement in utilized overdraft

Restricted as to use for ATM

Movement in utilized overdraft facilities:

No restrictions as to use

Balance as of June 30, 2025

Foreign currency

Balance as of March 31, 2025

Foreign currency adjustment

Balance as of September 30, 2025

No restrictions as to use

Interest rate as of March 31, 2025

Movement in utilized indirect and

derivative facilities:

Interest rate as of September 30, 2025 (%)

Interest rate as of June 30, 2025 (%)

Movement in utilized indirect and derivative facilities:

Balance as of June 30, 2025

Foreign currency adjustment

Balance as of March 31, 2025

Balance as of September 30, 2025

(1) Represents the effects of the fluctuations between the

5 unchanged sentences

the caption interest

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

2025 and 2024, was $

million, respectively.

Interest expense

incurred under

the Company’s

South African

long-term borrowings

caption interest

the condensed

consolidated statement

of operations

million and $

on the condensed consolidated statement of operations during the three months ended September 30, 2025 and

million, respectively.

balance of ZAR

million) on the

The repayment is

included in the

caption repayment

of bank overdraft

included on the Company’s unaudited

condensed consolidated statements of cash flows for the nine months ended

March 31, 2025.

Borrowings (continued)

Movement in long-term borrowings

Summarized below is

the movement in

Summarized below

the Company’s

long-term borrowing from

June 30, 2024

to as of March

long-term borrowing

Included in current

4 unchanged sentences

Non-refundable fees paid

Non-refundable fees

Capitalized interest

Capitalized interest repaid

Foreign currency

Closing balance as of

March 31, 2025

Non-refundable fees amortized

Foreign currency adjustment

Closing balance as of September 30, 2025

Included in current

5 unchanged sentences

Due within 5 years

Interest rates as of March 31,

Interest rates as of September 30, 2025 (%):

Base rate (%)

Interest rates as of June 30, 2025 (%):

Base rate (%)

Footnote number

(1) Represents the effects of the fluctuations between the

ZAR and the U.S.

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

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

is determined

with reference

Ratio, and the

10 unchanged sentences

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.

From July 1, 2025, the margin on Facility B is 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

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 March 31,

2025 and 2024, was $

on the condensed consolidated statement of operations during the three months ended September 30, 2025 and

million, respectively.

Prepaid facility fees amortized

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

included in interest expense

during the three months

ended September

30, 2025 and 2024, respectively,

1 unchanged sentence

million, respectively.

Interest expense incurred

under the Company’s

CCC facilities

borrowings utilized

the Company’s

merchant finance

loans receivable

respectively,

support on the condensed consolidated statement of operations for the

three months ended March 31, 2025 and 2024.

Borrowings (continued)

Movement in long-term borrowings (continued)

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

caption interest expense

condensed consolidated

operations during

million, respectively.

Prepaid facility fees amortized

included in interest expense during

the nine months ended March

2025 and 2024,

respectively,

million and $

million, respectively.

Interest expense incurred

Interest expense incurred under the Company’s

South African long-term borrowings to fund its Consumer lending book (for the

three months ended September

30, 2025) and interest incurred

under the Company’s

facilities relates to borrowings utilized to fund a portion of

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

CCC and K2020 facilities relates to

utilized to fund a portion of the Company’s merchant finance loans receivable were $

million and $

million, respectively,

in the caption

cost of goods

sold, IT processing,

servicing and support

the condensed consolidated statement of operations for the nine months

ended March 31, 2025 and 2024.

cancelled Adumo’s

long-term borrowings

arrangements on

settled Adumo’s

The repayment

borrowings included on the Company’s unaudited

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

million, respectively, and is

included in the caption cost of

goods sold, IT processing, servicing and support

on the condensed consolidated statement of operations

or the three months ended September 30, 2025 and 2024.

Other payables

Summarized below is the breakdown of other payables as of March

Summarized below is the breakdown of other payables as of September

30, 2025, and June 30, 2025:

September 30,

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

Crossfin Holdings

purchase agreement

which Lesaka SA purchased

Consideration Shares for ZAR

The transaction

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

audited consolidated

financial statements

the year ended

June 30, 2024, for

additional information regarding

its redeemable common

stock issued pursuant to

transaction with

the IFC Investors.

Certain IFC Investors were

investors in Adumo

and the Company

issued an aggregate

additional shares

of its common

IFC Investors pursuant

Purchase Agreement.

Company and the

IFC Investors

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

Investors to also

be covered by

right included

Amended and Restated

Policy Agreement.

Company accounted

shares as redeemable

common stock as

the put option.

The Company believes

no value and, accordingly,

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

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

net of treasury

The following table presents a

2 unchanged sentences

unaudited condensed

consolidated statement of changes in equity during the nine months

ended March 31, 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:

consolidated statement of changes in equity as of September 30, 2025

and 2024, respectively:

September 30,

Number of shares, net of treasury:

7 unchanged sentences

other comprehensive

March 31, 2025:

September 30, 2025:

Three months ended

March 31, 2025

Balance as of January 1, 2025

September 30, 2025

Balance as of July 1, 2025

Release of foreign currency translation reserve related to liquidation of equity

Movement in foreign currency translation reserve

Balance as of March 31, 2025

Balance as of September 30, 2025

Accumulated other comprehensive loss (continued)

below presents

2 unchanged sentences

component during

March 31, 2024:

September 30, 2024:

Three months ended

March 31, 2024

Balance as of January 1, 2024

Movement in foreign currency translation reserve

Balance as of March 31, 2024

Accumulated other comprehensive loss (continued)

other comprehensive

March 31, 2025:

Nine months ended

March 31, 2025

Balance as of July 1, 2024

Release of foreign currency translation reserve related to liquidation

of subsidiaries

Movement in foreign currency translation reserve

Balance as of March 31, 2025

in accumulated

other comprehensive

March 31, 2024:

Nine months ended

March 31, 2024

September 30, 2024

Balance as of July 1, 2024

Release of foreign currency translation reserve related to disposal of Finbond

equity securities

Movement in foreign currency translation reserve related to equity

-accounted investment

Movement in foreign currency translation reserve related to liquidation

of subsidiaries

Movement in foreign currency translation reserve

Balance as of March 31, 2024

The movement in the

foreign currency translation reserve represents

the impact of translation of

consolidated entities which have

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

reporting currency, which is USD.

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

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

Balance as of September 30, 2024

ended September

reclassified losses

accumulated other

comprehensive

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

equity-accounted investment.

reclassifications from accumulated other comprehensive loss to net (loss) income during

the three months ended September 30, 2024.

Stock-based compensation

7 unchanged sentences

Stock option and restricted stock activity

The following table summarizes stock option activity for the nine months

ended March 31, 2025 and 2024:

The following table summarizes stock option activity for the three months

ended September 30, 2025 and 2024:

Outstanding - June 30, 2025

Granted - December 2024

Granted - January 2025

Outstanding - March 31, 2025

Outstanding - September 30, 2025

Outstanding - June 30, 2024

Granted – December 2023

Outstanding - March 31, 2024

The Company awarded

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,

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,

These options

December 2024,

only be sold during a

period commencing from January

31, 2028 to January 31, 2029.

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 $

million and $

million from the exercise

stock options,

respectively.

million and $

million from the exercise of

stock options, respectively.

Employees forfeited an aggregate

Outstanding - September 30, 2024

stock options were awarded

during the three months

ended September 30, 2025

stock options were exercised

ended September

Employees forfeited

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 (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:

Nine months ended

Expected volatility

Expected dividends

Expected life (in years)

Risk-free rate

three months ended September 30, 2024.

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

March 31, 2025:

and expecting to vest - March 31, 2025

September 30, 2025:

and expecting to vest - September 30, 2025

These options have an exercise price range of $

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)

Stock option and restricted stock activity (continued)

Stock option and restricted stock activity

Options (continued)

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

Exercisable - September 30, 2025

stock options became exercisable during

each of the three months ended

three months ended September 30, 2025

The Company issues new shares to satisfy stock option exercises.

Restricted stock

The following table summarizes restricted stock activity for the nine

months ended March 31, 2025 and 2024:

The following table summarizes restricted stock activity for the three

months ended September 30, 2025 and 2024:

restricted stock

3 unchanged sentences

Total granted

Granted – July 2025

Granted – August 2025

Granted – October 2024

Granted – November 2024, with performance conditions

Granted – January 2025

– November 2024

– November 2024, with performance conditions

– December 2024

– February 2025

Non-vested – March 31, 2025

Granted – September 2025

– August 2025

Non-vested – September 30, 2025

Non-vested – June 30, 2024

Total Granted

Granted – October 2023

Granted – October 2023, with performance awards

Granted – October 2023

Granted – January 2024

Granted – February 2024

– November 2023

– December 2023

– February 2023

Non-vested – March 31, 2024

Granted – August 2024

Non-vested – September 30, 2024

August and September

2025, 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

are subject to a time-based

vesting condition and a market

condition and vest in full only

on the date, if

that the following

conditions are

compounded annual

% appreciation in

the Company’s

stock price off

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

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

If either of these conditions is not satisfied,

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

The Company’s

closing price on September 30, 2024, was $

The appreciation levels (times and price) and

annual target percentages to earn the

awards as of each period

ended are as follows:

Prior to the first anniversary of the grant date:

weighted-average

approximately

times higher (i.e.

or higher) than $

Fiscal 2027, the Company’s

September 30, 2026 is

times higher (i.e.

or higher) than $

Fiscal 2028, the Company’s

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

of these shares

of restricted

stock was calculated

using a Monte

Carlo simulation.

scenarios where

do not vest, the final vested value at maturity is zero.

In scenarios where vesting occurs, the final vested value on maturity is the share

vesting date.

In its calculation

restricted stock,

equally weighted

volatility of

discounting based

dollar overnight

future dividends.

The equally weighted volatility was extracted from the time series for closing prices as the standard deviation of log

prices for the three years preceding the grant date.

In October 2023, the Company

shares of restricted stock with time-based

vesting conditions to approximately

employees, which

are subject to

the employees

continued employment

Company through

the applicable

vesting dates.

The Company also awarded

shares of restricted stock

to an executive officer

in October 2023, which

vest on June 30, 2025,

except if the executive officer

is terminated for cause, in

which case the award will be

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

shares of restricted stock to three

of its executive officers

which are subject to

% appreciation

period commencing on September 30, 2023 through November 17, 2026, and (2) the recipient is employed by the Company on a full-

time basis when the condition in (1) is met.

If either of these conditions is not satisfied, then none of the shares of restricted stock will

vest and they will be forfeited.

The Company’s

closing price on September 30, 2023, was $

The appreciation levels (times and price) and vesting percentages as of each

period ended are as follows:

Prior to the first anniversary of the grant date:

weighted-average

approximately

times higher (i.e.

or higher) than $

Fiscal 2026, the Company’s

November 17, 2025 is

times higher (i.e.

or higher) than $

Fiscal 2027, the Company’s

November 1, 2026 is

times higher (i.e.

The fair value

of these shares

of restricted

stock was calculated

using a Monte

Carlo simulation.

scenarios where

do not vest, the final vested value at maturity is zero.

In scenarios where vesting occurs, the final vested value on maturity is the share

vesting date.

In its calculation

restricted stock,

equally weighted

volatility of

discounting based

dollar overnight

future dividends.

The equally weighted volatility was extracted from the time series for closing prices as the standard deviation of log

prices for the three years preceding the grant date.

the Company granted

shares of restricted

Company through the applicable vesting dates.

In August 2024, the Company granted

shares of restricted stock to employees which have time-based vesting conditions.

The Company has agreed

9 unchanged sentences

a quarterly basis.

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

million and $

respectively,

In July 2024,

shares of restricted

stock granted to Mr.

Meyer, our former

Group CEO, vested.

November 2024,

shares of restricted

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 elected

shares to be withheld to

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.

the three months ended September 30,

2025, the Company recorded a stock-based

compensation charge of $

million and included

the issuance of

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

Stock-based compensation (continued)

Stock option and restricted stock activity (continued)

Restricted stock (continued)

respectively,

restricted stock following their

termination of employment with

the Company or the

failure to achieved agreed

performance conditions

shares were forfeited

following the failure

to achieved agreed

share performance targets).

During the three

and nine months

ended March 31,

and September

stock granted

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

respectively,

employees forfeited

shares of restricted

stock following their

termination of

employment with the Company.

restricted stock following termination of their employment with the Company.

Stock-based compensation charge and unrecognized compensation

3 unchanged sentences

the post-combination compensation

charges discussed in Note 2, during the

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

million and $

million, respectively,

which comprised:

respectively, which

Allocated to cost

3 unchanged sentences

administration

Three months ended March 31, 2025

Three months ended September 30, 2025

Stock-based compensation charge

Reversal of stock compensation charge related to stock

options and restricted stock forfeited

Reversal of stock compensation charge related to ESOP

Reversal of stock compensation charge related to restricted

stock forfeited

Total - three months

ended March 31, 2025

Three months ended March 31, 2024

ended September 30, 2025

Three months ended September 30, 2024

Stock-based compensation charge

Reversal of stock compensation charge related to stock

options and restricted stock forfeited

Total - three months

ended March 31, 2024

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 comprised:

Allocated to cost

of goods sold, IT

servicing and

selling, general

administration

Nine months ended March 31, 2025

Stock-based compensation charge

Reversal of stock compensation charge related to stock

options and restricted stock forfeited

Total - nine months

ended March 31, 2025

Nine months ended March 31, 2024

Stock-based compensation charge

Reversal of stock compensation charge related to stock

options and restricted stock forfeited

Total - nine months

ended March 31, 2024

Stock-based compensation (continued)

ended September 30, 2024

The stock-based compensation charges

2 unchanged sentences

on the allocation of the

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

one and half years

unrecognized compensation

to restricted

stock awards was $

cash compensation paid to the relevant employees.

restricted stock awards was $

million, which the Company expects to recognize over

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

During the three months ended

September 30, 2025 and 2024,

the Company recorded a deferred

tax benefit of $

million and $

million, respectively,

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.

compensation charge

recognized related

periods the 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 be utilized as it does not anticipate

generating sufficient taxable income in the United

The Company deducts the difference between the market value on the date of exercise by the option recipient

and the exercise

price from income subject to taxation in the United States.

(Loss) Earnings per share

8 unchanged sentences

adjustments to the

carrying value of the redeemable

common stock during the three

and nine months ended March 31, 2025

The Company’s

described in Note 14 to the Company’s

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

year ended June 30, 2024.

carrying value of the redeemable common stock during

the three months ended September 30, 2025 and 2024.

class method presented below does not include the impact of

any redemption.

The Company’s redeemable common stock is described

in Note 14 to the Company’s audited consolidated financial statements included in

its Annual Report on Form 10-K for

the year ended

June 30, 2025.

(Loss) Earnings per share (continued)

Basic (loss) earnings per share

8 unchanged sentences

Basic (loss) earnings

calculated using

the two-class

2024, reflects

only undistributed

computation below

(loss) earnings

(participating

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

has been calculated using the two-class

method and basic (loss) earnings per share

for the three months ended September

reflects only undistributed earnings.

The computation below of basic (loss) earnings per

share excludes the net loss attributable

to shares of unvested

restricted stock (participating

non-vested restricted stock)

from the numerator

and excludes the dilutive

of these unvested shares of restricted stock from the denominator.

Diluted (loss)

10 unchanged sentences

employee stock

shares of common

stock from the calculation

of diluted loss per

share during the

three months ended March

shares of common stock

from the calculation of

diluted loss per share during

the three months ended

30, 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

2 unchanged sentences

a portion of the restricted stock had been satisfied.

(Loss) Earnings per share (continued)

The vesting conditions for all awards made are discussed in Note 17 to the Company’s audited consolidated financial statements

2 unchanged sentences

Three months ended

Nine months ended

(in thousands except

September 30,

(in thousands except

per share data)

Net loss attributable to Lesaka

Undistributed loss

Percent allocated to common shareholders

(Calculation 1)

Numerator for loss per share:

Undistributed (loss) earnings

Percent allocated to common shareholders (Calculation 1)

Numerator for (loss) earnings per share:

basic and diluted

Denominator for basic (loss) earnings per share:

weighted-average common shares outstanding

Effect of dilutive securities:

Denominator for diluted (loss) earnings

adjusted weighted average

common shares outstanding and assuming

Loss per share:

Weighted-average

common shares outstanding

Denominator for diluted (loss) earnings per share:

adjusted weighted

common shares outstanding and assuming conversion

(Loss) Earnings per share:

(Calculation 1)

Basic weighted-average common shares

outstanding (A)

Basic weighted-average common shares

outstanding and unvested restricted shares

Basic weighted-average common shares outstanding (A)

Basic weighted-average common shares outstanding and unvested restricted

expected to vest (B)

1 unchanged sentence

the Company’s

outstanding during the

nine months ended

2025, but were

not included in

the computation of

diluted (loss)

outstanding during

the three months

ended September

30, 2025, but

were not included

in the computation

(loss) earnings

per share because the

options’ exercise price was

greater than the average

market price of the Company’s

common stock.

shares of the Company’s

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

exercise price

average market

the Company’s

options’ exercise price was greater

than the average market

price of the Company’s

common stock.

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

as of March 31, 2025.

shares of the Company’s common stock at prices ranging from

per share were outstanding during

the three months ended September 30, 2024, but were not included in the computation of diluted (loss) earnings per share because the

arious dates through February 3, 2032, were still outstanding as of September

Supplemental cash flow information

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

The following table presents supplemental cash flow disclosures for

the three months ended September 30, 2025 and 2024:

Three months ended

Nine months ended

September 30,

Cash received from interest

Cash paid for interest

Cash paid for income taxes

Supplemental cash flow information (continued)

Cash paid (refund) for income taxes

Disaggregation of cash, cash equivalents and restricted

1 unchanged sentence

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

includes restricted cash

related to cash

withdrawn from the

debt facilities to

This cash may

considered restricted

classified as

restricted cash.

equivalents and

cash also includes cash in certain bank accounts that has

been ceded to Nedbank.

As this cash has been pledged

and ceded it may not

includes restricted

withdrawn from

the Company’s

debt facilities

This facility

was cancelled

November 2024.

was only permitted

and this cash

was considered

restricted as

and therefore

is classified

as restricted

information regarding the

Company’s facilities.

The following

table presents the

disaggregation of cash,

cash equivalents and

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

and therefore was classified

as restricted cash.

Cash, cash equivalents

and restricted cash also

includes cash in certain

bank accounts

that has been

ceded to Nedbank.

As this cash has

been pledged and

and is considered

restricted as to

classified as

table presents

the disaggregation

cash equivalents

restricted cash as of September 30, 2025 and 2024, and June 30, 2025:

September 30,

June 30, 2025

2 unchanged sentences

Cash, cash equivalents and restricted cash

The following table presents supplemental

cash flow disclosure related to leases

for the three and nine months

ended March 31,

2025 and 2024:

The following table presents supplemental cash flow disclosure related to leases for the three months ended September 30, 2025

Three months ended

Nine months ended

Cash paid for amounts included in the measurement of

lease liabilities

September 30,

Cash paid for amounts included in the measurement of lease liabilities

Operating cash flows from operating leases

Right-of-use assets obtained in exchange for lease

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

Operating leases

3 unchanged sentences

reconciliation

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

Processing fees

Rest of Africa

Prepaid airtime sold

Rest of Africa

Lending revenue

Interest from customers

Insurance revenue

Account holder fees

Rest of Africa

Total revenue, derived

from the following geographic

Rest of Africa

Revenue recognition (continued)

Disaggregation of revenue (continued)

disaggregated

reconciliation

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

Processing fees

Rest of Africa

Prepaid airtime sold

Rest of Africa

Lending revenue

Interest from customers

Insurance revenue

Account holder fees

Rest of Africa

Total revenue, derived

from the following geographic

Rest of Africa

disaggregated

reconciliation

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

reportable segments for the three months ended September 30, 2025:

Processing fees

15 unchanged sentences

reconciliation

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

September 30, 2024, has been recast for the change

to the Company’s internal

reporting structure in the second quarter of fiscal 2025

as described in Note 21

to the Company’s

audited consolidated financial

statements included in its Annual

Report on Form 10-K

the year ended June 30, 2025):

Processing fees

12 unchanged sentences

These leasing

arrangements relate primarily

to the lease of

its corporate head office,

administration offices and

branch locations through

Company operates

South Africa.

The Company’s

operating leases

have remaining

The Company also operates parts

of its consumer business from

locations which it leases for a period

The Company’s

operating lease expense

during the three

months ended March

million and $

million, respectively.

The Company’s operating

lease expense during the nine

months ended March 31, 2025 and 2024

administration

Enterprise businesses.

The Company’s operating leases have remaining lease terms of between

The Company also

operates parts

consumer business

from locations

lease expense during the three months ended September 30, 2025 and 2024

million and $

6 unchanged sentences

the three months ended

March 31, 2025 and 2024, was $

million and $

million, respectively.

The Company’s

short-term lease expense during the nine

months ended March 31, 2025 and 2024, was $

September 30, 2025 and 2024, was $

million and $

3 unchanged sentences

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

lease liabilities as of March 31, 2025 and June 30, 2024:

lease liabilities as of September 30, 2025 and June 30, 2025:

September 30,

Right of use assets obtained in exchange for lease obligations:

3 unchanged sentences

discount rate (percent)

Leases (continued)

The maturities of the Company’s

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

operating lease liabilities as of September 30, 2025, are presented below:

Maturities of operating lease liabilities

ended June 30,

2025 (excluding nine months to March 31, 2025)

2026 (excluding three months to September 30, 2025)

Total undiscounted

10 unchanged sentences

which the entity holds material assets or reports material revenues.

Change to internal reporting structure and re

cast of previously reported information

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

to the Company’s

audited consolidated

financial statements

its Annual Report

June 30, 2025.

reported information for the

three months ended September

30, 2024, has been recast

for the change to

consolidated financial statements included in its Annual Report on

Form 10-K for the year ended June 30, 2025.

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

1 unchanged sentence

During the second quarter of fiscal 2025,

the Company’s

performance primarily

three operational

(i) Merchant, which focuses on

both formal and informal sector

Formal sector merchants are generally

in urban areas,

service providers.

Informal sector

merchants, which

sole proprietors

revenues compared

section merchants,

informal urban

he changed the Company’s operating

and internal reporting structures to present a new segment, Enterprise, separately.

and Enterprise.

primarily based on these three operational lines, namely,

(i) Merchant, which focuses

on both formal

and informal sector

Formal sector merchants

are generally in

have higher revenues

and have access to

multiple service providers.

Informal sector merchants,

which are often

sole proprietors and

lower revenues

compared with

formal section

merchants, operate

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

12 unchanged sentences

prepaid electricity metering

Reallocation of certain activities among operating segments in Q2

its operations

focusing on the provision

of physical and digital

prepaid and secure payout

solutions for South African

businesses with large individual

end-users being allocated to Consumer.

Previously reported information has been recast.

The Merchant segment

includes revenue generated

from the sale

of 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

Operating segments

Types of products

and services from which each segment derives its revenues

supplier-enabled

international

card-acquiring

also includes

activities related

services provided

juristic entities.

its customers,

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.

Operating segments (continued)

Reallocation of certain activities among operating segments (continued)

also provides

cash management

the customer’s

processing fee revenue.

The Merchant segment includes interest earned from the provision of loans

to its customers, refer to Note 16.

The Consumer segment

includes activities related

to the provision

of financial services

to customers,

including a bank

insurance products.

to the provision of

financial services to customers,

including a bank account,

loans and insurance

charges monthly

administration fees

bank accounts.

Customers that

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

account managed by the Company are issued cards that

can be utilized to withdraw funds at

an ATM or to transact at a merchant POS.

earns processing

1 unchanged sentence

on transactions

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

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

insurance premium.

also earns fees

from the provision

of physical and

digital prepaid

and secure payout

solutions for

South African businesses.

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

processing services that involve

the collection,

transmittal and

all transaction

Enterprise offers

landlords access

to Recharger’s

through which

banks’ customers

provides short

customers in South Africa for which it earns initiation and monthly service fees, and interest

revenue from the second quarter of fiscal

insurance contracts,

primarily funeral-benefit

policies, and

policy holders

Company a monthly insurance

also earns fees from the

provision of physical and

digital prepaid and secure

payout solutions for South African businesses.

The Enterprise segment provides

its business and

government-related customers with transaction processing services

electricity metering

solution through

which Enterprise

earns commission

prepaid electricity

voucher sales

tenants recharging prepaid meters.

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

This segment also includes

sales of hardware and licenses to

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 March 31, 2025

Total for the three

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 nine

months ended March 31, 2025

Total for the nine

months ended March 31, 2024

Operating segments (continued)

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

measure of profit or

The Company is

working on obtaining a

separate lending facility to

fund a portion of

its Consumer lending

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,

Segment measure of profit or loss

segments’ measure of profit or loss.

Consumer lending during the three months ended September 30, 2025, and interest related to these borrowings have been allocated to

The Company also

intercompany interest expense

in its Consumer

Segment Adjusted

EBITDA for the

months ended September 30, 2024.

allocate once-off

items, stock-based

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

depreciation and

amortization, impairment

intangible assets,

equity-accounted

reportable segments.

Group costs generally

employee related

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

expenditures related to

compliance with the Sarbanes-Oxley Act of 2002;

non-employee directors’ fees;

group and US-listed

related audit fees;

non-recurring

acquisitions and transactions consummated or ultimately

Unrealized loss FV for currency adjustments

represents foreign

Group costs generally include:

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

and related directly to

managing the US-listed entity;

expenditures related to compliance

with the Sarbanes-Oxley Act

employee directors’ fees;

group and US-listed related audit

and directors and officer’s insurance premiums.

items represent

non-recurring expense

items, including

costs related to

acquisitions and

transactions consummated

or ultimately not

mark-to-market

compensation expense and are excluded

from the calculation of Segment

Adjusted EBITDA and are therefore

reported as reconciling

items to reconcile

the reportable segments’

intercompany accounts.

Interest adjustment represents the

intercompany interest expense included in the Consumer

Segment Adjusted

EBITDA during fiscal 2025.

The Stock-based compensation adjustments

reflect stock-based compensation expense and are excluded

segments’ Segment Adjusted EBITDA to the Company’s

loss before income tax expense.

administration

reports which include revenue, net revenue (a non-GAAP measure)

and Segment Adjusted EBITDA.

Operating segments

The table below presents

the reconciliation of revenue

from external customers to the

reportable segment’s

revenue, significant

expenditures,

months ended September 30, 2025 and 2024, respectively,

is as follows:

Three months ended September 30, 2025

Revenue from external customers

Intersegment revenues

Segment revenue

Less segment-related expenses:

Cost of goods sold, IT processing,

servicing and support

Selling, general and

administration

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:

Depreciation and amortization

Expenditures for long-lived assets

Three months ended September 30, 2024

Revenue from external customers

Intersegment revenues

Segment revenue

Less segment-related expenses:

Cost of goods sold, IT processing,

servicing and support

Selling, general and

administration

Segment adjusted EBITDA

Depreciation and amortization

Expenditures for long-lived assets

Operating segments (continued)

administration

capital-related

communication

audit, legal,

consulting and

utilities expenses,

the allowance

other operating

(2) Segment Adjusted

EBITDA for the

three months ended

Nine months ended

September 30, 2025,

includes retrenchment

costs for Merchant

million) and Consumer of $

Adjusted EBITDA for

the three months

ended September

30, 2024, includes

retrenchments costs

million) and for Merchant, costs of $

The reconciliation of

the reportable segments’

measures of profit or

loss to loss before

income tax expense for

the three months

ended September 30, 2025 and 2024, is as follows:

Three months ended

September 30,

Reportable segments measure of profit or loss

2 unchanged sentences

Interest adjustment

Unrealized Gain (Loss) FV for currency adjustments

Unrealized Gain FV for currency adjustments

Stock-based compensation charge adjustments

Depreciation and amortization

Loss on disposal of equity-accounted investments

Change in fair value of equity securities

Reversal of allowance of EMI doubtful debt

Loss on impairment of equity-accounted investment

Interest income

1 unchanged sentence

Loss before income tax expense

Operating segments (continued)

The following

tables summarize

segment information

Three months ended

Nine months ended

Total reportable segment

Segment Adjusted EBITDA

Total Segment Adjusted

Depreciation and amortization

Operating segments

Expenditures for long-lived assets

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 nine

months ended March

31, 2025, includes retrenchment

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

7 unchanged sentences

of all, rather than

any one, of the segments.

any one, of the

The Company does

9 unchanged sentences

determines the appropriate income

tax provision by first

tax provision by first applying

the effective

11 unchanged sentences

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

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, 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

For the three months ended September 30, 2025, the Company’s

effective tax rate was impacted by the tax expense recorded by

non-deductible

South African

businesses and

the associated

allowances created

regarding net operating losses incurred by these entities.

transaction-related

expenditures).

Company’s income

tax benefit was impacted by a higher

deferred tax benefit as a result

of the reduction in the useful

lives of certain

trademark intangible

amortization expense

months ended September 30, 2025.

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

effective tax rate was impacted by the tax expense recorded by

non-deductible

transaction-related

expenditures),

going losses incurred

by certain of

the Company’s

South African businesses

and the associated

valuation allowances created

to the deferred tax assets recognized regarding net operating losses incurred

by these entities.

Uncertain tax positions

unrecognized tax

South Africa,

Botswana, Namibia

As of three months ended September 30, 2025 and

June 30, 2025, the Company had

unrecognized tax benefits.

files income tax

returns mainly

in South Africa,

Botswana, Namibia and

federal jurisdiction.

South African

subsidiaries are

examination by

African Revenue

As of September

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

the South African Revenue Service for

periods before

1 unchanged sentence

South Africa,

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

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

Commitments and contingencies

10 unchanged sentences

its business.

2025) thereby

utilizing part

pays commission

% per annum to

% per annum of the face

value of these guarantees and does

not recover any of the commission

third parties.

applicable as of September 30, 2025) thereby utilizing part of the Company’s

short-term facilities.

issued guarantees

1 unchanged sentence

million, translated

2025) thereby

utilizing part

pays commission

applicable as of September 30, 2025) thereby utilizing part of the Company’s short-term facilities.

The Company pays commission of

% per annum to

1 unchanged sentence

value of these guarantees and does

not recover any of the commission from

not recover any of the commission

third parties.

recognized any

obligation related

guarantees in

its consolidated

balance sheet

The Company has not recognized any obligation related to these

guarantees in its consolidated balance sheet as of September 30,

potential amount that

3 unchanged sentences

million, translated

at exchange rates applicable as

of March 31, 2025).

discussed in Note 9, the

Company has ceded and

pledged certain bank accounts

the guarantees

exchange rates applicable as

of March 31, 2025).

rates applicable

as of September

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.

million, translated

applicable as of September 30, 2025).

Contingencies

7 unchanged sentences

Subsequent events

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

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.

Agreement to sell shares in Cell C

As discussed in Note 5, the Company holds, through

Lesaka SA, shares in Cell C.

It is intended that a restructure

of Cell C will

be undertaken, which will include the establishment of a

new holding company for Cell C, Cell

C Holdings Limited (“Cell C Listco”),

shareholders to

Cell C Listco

issuing shares

(the “Listing”).

in considering

Lesaka SA entered

into an agreement with

The Prepaid Company Proprietary

Limited (“TPC”) to dispose

of its shares in

after the Flip-up is implemented, its shares in Cell C Listco) (“Relevant Shares”), if certain conditions are met.

Under the terms of the

agreement, if:

the Listing occurs by November 30, 2025, and the value of Lesaka SA’s

shares in Cell C is less than ZAR

million , then

to either hold

Relevant Shares

for a purchase

the Listing does

November 30, 2025 (or, earlier

than this date,

it is determined

that the Listing

will not proceed),

the Relevant Shares

this sale and

30, 2026, the

Listing occurs and the list price per share

(“A”) is more than the price

paid per Lesaka share (the aggregate ZAR

(“B”), then TPC shall pay an amount equal to the difference between A

and B, multiplied by the number of Relevant Shares

to Lesaka SA as a top-up to the purchase consideration.

Issue of guarantee to RMB in October 2025

Company provided

million) guarantee

connection with

facility extended by RMB to Sandulela under the terms of February 2025

Common Terms Agreement.

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