What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-05 compared with 2025-05-07 · 641 added, 1315 removed, 471 unchanged (81% of the section changed)

42 unchanged sentences

Report on Form

the year ended

June 30, 2025.

29 unchanged sentences

Recent Developments

financial results

distinct operating

Merchant, Consumer

and Enterprise.

integrated multi-product platform is organized around

addressing a number of customer needs.

This item generally discusses our results for the first quarter of fiscal 2026 compared

to the first quarter of fiscal 2025.

Merchant Division

The Merchant Division (“Merchant”) serves merchants

and micro-merchants, combining existing Connect, Kazang and

Insights (previously known as Touchsides)

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

way of its GAAP hospitality platform.

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

the needs of micro-

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

efficiently and

fulfill their potential.

Our integrated multi-product range provides merchants

with card acquiring, cash management,

lending, software and Alternative

Digital Payments (“ADP”).

our pre-paid solutions and supplier

enabled payments (previously referred

to as our value-

added services).

Performance in Merchant has been driven by:

2 unchanged sentences

Card Connect and Kazang brands.

Number of devices in deployment

Number of devices in deployment at period end

Total throughput

for the quarter (ZAR billions)

of approximately

27,000 devices

deployed under

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

comparatives.

Throughput increased to ZAR

9.9 billion for the

quarter, driven mainly by the

inclusion of Adumo in

than historic year-on-year growth attributable to

through GAAP.

further 21 countries.

is the leading provider

of integrated point-of-sales software and

hardware to the hospitality

industry in Southern

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

Pizza Hut, Nando’s and Krispy

Number of GAAP sites

for the period (ZAR billions)

2026 is inclusive of approximately 29,000 devices deployed by Adumo with the Adumo transaction closing on October

1, 2024, the impact of which is not included in the prior period comparatives.

Throughput increased to ZAR 9.2 billion for the quarter, driven mainly by the inclusion of Adumo in

the first quarter of

fiscal 2026 and 10% year-on-year growth attributable

to Kazang Pay.

Our software solutions are offered through GAAP.

Number of GAAP sites at period end

Approximate ARPU per site (ZAR)

2 unchanged sentences

a three-month

ending March 31, 2025.

ending September 30, 2025.

GAAP was acquired on October 1, 2024.

The number of GAAP sites was 9,640

as of March 31, 2025.

which combines

hardware, software

and acquiring

approximately ZAR

representing a 7% year-on-year growth.

Cash management

Our cash management and

digitalization solutions effectively “puts the

bank” in 4,550

merchants’ stores enabling them

their cash faster

and more safely

on our proprietary

Cash Connect vaults.

Our cash business remains

a vital product

in our merchant

offering and is a key differentiator for us

in the digitalization of cash.

is a very apt point

of entry for such a cash-heavy

many merchants deal

burdens, costs and

risks of handling

large amounts of

We provide robust

sector (through Cash

Connect) and are

building a presence

micro-merchant sector (through

Kazang Vaults) enables our merchant

customer base to mitigate their operational risks pertaining to cash management

and security.

Number of devices in deployment

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

Our lending solutions

are offered to

merchants through Capital

Connect and Adumo

Merchant lending

is an important

component in enabling the merchants we serve to compete

Merchants can apply online and have access to funds within 24

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

merchant acquiring revenue when our software customers utilize our merchant

acquiring payment solutions.

Number of devices in deployment at period end

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

Our cash business is experiencing differing secular trends

in its two distinct markets:

Small-to-Medium

digital economy where cash is increasingly displaced by digital alternatives.

Micro-merchant market:

High cash prevalence and increasing digital adoption is supporting strong growth in the numbers of

devices and cash settlements.

Throughput in

our vaults placed in the

micro-merchant sector increased more than 70% to

4.9 billion in the first quarter of fiscal 2026, representing 18% of

total vault throughput for the year compared to 10% a year

This is fast becoming a meaningful contributor to our cash offering.

solutions are

merchants through

Capital Connect and

Adumo Capital.

Adumo Capital

with Retail Capital, a division of Tyme

Bank, with a 50:50 profit share.

Total credit disbursed

(ZAR millions)

Total lending origination

volume for the period (ZAR millions)

Total net loan book

size at period end (ZAR millions)

outstanding at period end (ZAR millions)

(1) Amounts reflected above includes 100% of

1 unchanged sentence

credit disbursed and net loan book.

transaction closing

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

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

by Capital Connect

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

a year ago (Q3 2024).

Alternative Digital Payments

ADP includes our pre-paid solutions and supplier enabled payments (previously

referred to as our value-added services).

predominantly

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

Number of devices in deployment

The first quarter of fiscal

2026 is inclusive of lending

origination volume (for three months) and the

net loan book under

the Adumo brand,

with the Adumo

transaction closing on

October 1, 2024,

the impact of

included in the

prior period comparatives.

Capital Connect comprises more than 70% of our merchant lending

ADP in our Merchant

Division includes prepaid solutions

(airtime, data, electricity and

gaming), bill payments, IMT

representing the most significant contributor to ADP throughput

in the Merchant Division.

Number of devices in deployment at period end

Total throughput

for the quarter (ZAR billions)

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

Supplier enabled payments throughput for the quarter (ZAR

devices deployed

31, 2025, representing

a 16% year-on-year

growth compared

for the period (ZAR billions)

Prepaid solutions throughput for the period (ZAR billions)

Supplier enabled payments throughput for the period (ZAR

We had 97,519 devices deployed as of

September 30, 2025, representing a

10% year-on-year growth.

placement strategy

is the decision

quality business

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

and optimizing

healthy throughput growth.

year-on-year,

Unification of Merchant under Lesaka brands

brought together

subsequently added

Merchant Division.

In 2025, we accelerated the integration of our micro-merchant and merchant businesses as we build an integrated,

multi-product platform

serving merchants of

unification of our

Merchant Division’s

operations and the

realignment of

these brands under a single Lesaka identity is expected to optimize our Merchant

Consumer Division

transactional

Payouts platform (previously known as

Adumo Payouts) where we

service consumers who are corporate

employees and receive work-

related benefit payments from their employers through us.

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

Our consumer base includes South African grant beneficiaries and other EasyPay

Payouts cardholders.

Our grant beneficiary base

includes both permanent and

non-permanent grant beneficiaries.

the division has evolved,

both sub-categories of consumers are revenue generating and hence the combined consumer base metrics shown below

are most appropriate to measure the performance of the division financially and operationally.

Although historically we

have shown these

metrics separately, it is maintained

that approximately 90%

of the active

consumer base are

grant beneficiaries.

Our definition

consumer is any

EPE consumer that

voluntary transaction (debit

and/or credit)

within the last

Consumers who may

monthly banking fee

voluntary transaction

in the last 90 days would not be considered an active consumer.

The definition of an active consumer reflects the revenue generating engagement of our entire consumer base and more

accurately tracks our current and future monetization strategy for

the division.

We will continue

to show the EasyPay Payouts separately given this follows a different

monetization model.

Transactional accounts

(banking) - EasyPay Everywhere

Total active EPE transactional

account base at quarter end

Total active EPE transactional

account base at quarter end -

Permanent grant recipients (millions)

Approximate Gross EPE account activations for the quarter -

Permanent grant recipients (number)

Approximate Net EPE account activations for the quarter -

Permanent grant recipients (number)

(banking) - EPE

Number of active consumers at period end (millions)

Approximate net activations for the period (thousands)

Lending - EasyPay Loans

Approximate number of loans originated during the quarter

Gross advances in the quarter (ZAR millions)

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

Approximate number of loans originated during the period

Lending originations for the period (ZAR millions)

Loan portfolio outstanding at period end (ZAR millions)

Insurance - EasyPay Insurance

Approximate number of insurance policies written in the quarter

Approximate number of insurance policies written during the

period (thousands)

Total active insurance

policies on book at quarter end (number)

Average revenue

per customer per month, as of March 31,

(permanent grant beneficiaries) (ZAR)

policies on book at period end

Gross written premium for the period (ZAR millions)

(active customers) (ZAR)

EasyPay Payouts

Approximate number of active cardholders

Approximate load value for the quarter (ZAR millions)

statistical reports portal (2025)

| Permanent grant customers per SASSA’s

monthly Social Assistance report

(March 31, 2025).

Approximate number of active cardholders (thousands)

Approximate load value for the period (ZAR millions)

(1) Gross loan book, before

Driving customer acquisition, supported by increased

focus on customer service

achieved approximately 124,000

gross account activations

in the quarter,

compared to approximately

achieved for the permanent base since

fiscal 2024, and the impact

of operational issues experienced at the

specific to this quarter.

Assistance report

SASSA statistical

approximately

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

the third quarter of

fiscal 2024, and 65 000 a

quarter ago (Q2

transactional

approximately

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

COVID pandemic and extended by

another year in February

2025, to continue until March 2026, in its

current form.

our permanent

grant recipient

customers base,

deeper relationships

offering products such as insurance and lending.

do not offer the same breadth of service to the SRD grant base

due to the temporary nature of the grant.

Progress on cross

(2) ARPU is calculated on a revenue

per active consumer basis whereby an

active consumer can be both a permanent and

permanent grant.

ARPU is a monthly figure

based on a 3-month rolling average for the quarter ended

September 30, 2025.

(3) Represents a 3-month period for quarter one fiscal 2026.

With the Adumo transaction closing

on October 1, 2024, the impact

is not included in the prior period comparatives.

Driving customer acquisition, supported by increased focus on

customer service using enhanced digital capabilities.

account growth

of approximately

the period, compared

to approximately

ear ago for the equivalent period.

Growth in active consumers driven by strong performance

from sales and distribution teams, with further

product enhancements made to the lending product driving growth.

Development of a proprietary onboarding engine which allows

for digital onboarding for banking, lending

insurance products

of engagement.

Utilizing the

new onboarding

consumer onboards.

EasyPay Loans

We originated approximately 354,000

loans during the period, with our loan portfolio outstanding, increasing 98%

to ZAR 1.1 billion as of September 30, 2025, compared to ZAR 564 million as of September 30,

credit scoring

lending criteria,

reflective of

tailored loan

active consumer

improved cross-selling

driven by the launch of our new onboarding engine.

The credit loss ratio, calculated as the loans written off over the

last 12 months as a percentage of the average gross

approximately 6.5%

before allowances

March 31, 2024.

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

cross-selling

capabilities.

rate continues

the implementation

lending campaigns and encouraging results from our digital channels.

The portfolio loss ratio, calculated as the loans written off

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

has remained stable

at approximately 6%

on an annualized

basis, compared

quarter three fiscal 2024.

annualized basis,

lending product

modest but non-material increase in the credit loss ratio.

EasyPay Insurance

Our insurance product sales continue to grow and

is a material contributor to the

improvement in our overall ARPU.

able to improve

customer penetration

to approximately

active permanent

grant account

March 31, 2025,

compared to 32%

Our insurance product sales

continue to grow

material contributor to the

improvement in our overall

approximately

new policies were

in the quarter, compared to

approximately 46,000 in the

comparable period in fiscal

The total number

policies has grown

27% to approximately

528,000 policies as of

March 31, 2025,

compared to 414,000 policies

of March 31, 2024.

our permanent

has increased

to approximately

third quarter

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

September 30, 2025, compared to 34% as of September 30, 2024.

Approximately 57,000 new policies were written in the period, increasing 16% compared to the same

period a year

ago (Q1 2025).

ARPU for our active

consumer base has increased

to approximately ZAR 89

per month from approximately

active consumer

includes permanent and non-permanent grant beneficiaries.

EasyPay Payouts

On 1 October,

2024, the EasyPay Payouts business officially became part

of the Consumer Division.

The number of active

card holders was approximately

230,000 at the end

of the third quarter

of fiscal 2025, with a

load value of approximately ZAR 155 million for quarter ended March

card holders was approximately 211,000 at

the period end, with

a load value of

approximately

ZAR 125 million.

Adumo Payouts was acquired on October 1, 2024 and subsequently

rebranded to EasyPay Payouts.

Enterprise Division

(“Enterprise”)

municipalities, and,

through Recharger,

landlords utilizing

prepaid electricity

metering solution.

utility payments

switch, Prism

party corporates,

Bill Payments

prepaid solutions

payments through

channels such

distribution networks

Total throughput

for the quarter (ZAR billions)

Utility Payments

Approximate number of registered prepaid electricity meters deployed (number)

for the period (ZAR billions)

Total throughput

for the quarter (ZAR billions)

Approximate number of transactions (million)

million attributable to Recharger

utility payments for the month

of March 2025, the impact of

which is not included in

the prior period comparatives.

Acquisition of Recharger

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

With closing conditions satisfied, the deal closed on March

demonstrating

operating segment,

is a South African

prepaid electricity submetering

and payments business

of over 500,000

prepaid electricity meters.

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

utilities space while

augmenting the Enterprise division’s

alternative payment offering.

Debt refinance and new banking partner

At the end of February 2025, we completed the ZAR

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

as a new banking

partner alongside our incumbent

of the debt refinance

consolidating most

legacy senior

debt facilities

centre, reducing

overall weighted

average borrowing

approximately

thereby creating flexibility and capacity for organic and inorganic

Lesaka Employee Share Trust

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

commitment to our

designed to create

alignment with our long-term

growth objectives.

Lesaka ESOP Trust will

hold an effective

3% of our issued shares at

the date of implementation, representing approximately

ZAR 220 million at the current market

allocation of shares ensures that employees have a

meaningful stake in our future financial success and gives them

the opportunity to

share in the value created by us.

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

role in improving the company’s Broad-

Empowerment (“BBBEE”)

employee base

designated groups

Through the creation

base of employee

ownership, we are

helping to promote

economic inclusion and

to transformation in the broader South African economy.

Association of South African Payment Providers (“ASAPP”)

publicly launched (www.asapp.co.za)

in January 2025, is now fully established as the

main representatives of non-bank

International

workstreams include:

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

ecosystem including services such as settlement of funds

as part of the Bank's Act.

Working alongside the SARB and other regulatory stakeholders

on the strategic direction

of the Faster Payment

National Treasury Financial Inclusion

Forum and the Payments Industry Body Formation.

for the period (ZAR millions)

Approximate number of active meters (thousands)

(1) The Recharger transaction closed on March

Critical Accounting Policies

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Annual Report on Form 10-K for the year ended June 30, 2025:

Business Combinations and the Recoverability of Goodwill;

Recoverability of Goodwill;

Intangible Assets Acquired Through Acquisitions;

Revenue recognition – principal versus agent considerations;

Finance Loans Receivable and Allowance for Credit Losses;

of investment in Cell C.

Recoverability of equity securities and equity-accounted investments;

Deferred Taxation;

Stock-based Compensation;

Accounts Receivable and Allowance for Doubtful Accounts Receivable;

Recent accounting pronouncements adopted

7 unchanged sentences

Recent accounting pronouncements not yet adopted

as of March 31, 2025

pronouncements not yet adopted as

of March 31, 2025, including

the expected dates of adoption

and effects on our financial

results of operations and cash flows.

as of September 30, 2025

pronouncements

condition, results of operations and cash flows.

Currency Exchange Rate Information

2 unchanged sentences

Three months ended

Nine months ended

September 30,

$ average exchange rate

9 unchanged sentences

Thus, the average rates used

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

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

ended September

vary slightly

averages shown

following table:

Three months ended

Nine months ended

September 30,

Income and expense items:

Balance sheet items:

have translated the

results of operations and

operating segment information

for the three and

nine months ended March

and 2024, provided

in the tables

below using the

actual average exchange rates

per month (i.e.

January 2025, February

reconciliation

information presented to our chief operating

decision maker.

The impact of

using this method compared with the average rate for

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

We believe that presentation using the average

information presented in our

external financial reporting and

leads to fewer

differences between our external reporting

measures which

are supplementally presented in ZAR, and our internal management

information, which is also presented in ZAR.

translated the results of operations and

operating segment information for the

three months ended September 30,

the tables below

using the actual

average exchange

rates per month

and September 2025 for the

first quarter of fiscal

2026) between the USD and

ZAR in order to reduce

the reconciliation of information

presented to our chief

operating decision maker.

The impact of using this method

compared with the average

rate for the quarter and

is not significant,

does result in

minor differences.

believe that presentation

using the average

supplementally presented in ZAR, and our internal management information,

which is also presented in ZAR.

Results of Operations

23 unchanged sentences

to investors to

understand the changes in the underlying trends of our business.

nderstand the changes in the underlying trends of our business.

operating segment before intercompany

3 unchanged sentences

revenue, as well

reconciliation

allocate once

defined below),

compensation charges,

and amortization,

adjustments to equity securities, fair value adjustments to

currency options), interest income, interest expense, income

tax expense or

as the reconciliation between our segment performance measure and net loss before tax (benefits) expense, is presented in our audited

consolidated financial statements

in Note 18 to

those statements.

chief operating decision maker

is our Executive Chairman

items mentioned

next sentence

(“Segment Adjusted

each operating

once-off items (as defined below), stock-based compensation charges, depreciation and amortization, impairment of goodwill or other

intangible assets,

(including gains

of investments,

adjustments to

equity securi

equity-accounted

Consumer Segment Adjusted EBITDA

for the three and nine

months ended March 31, 2025.

Once-off items represent non-recurring

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

from the calculation of Segment Adjusted

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

before income

lease charges

are allocated

operating segments,

presented certain

lease charges

on a separate

operating segments.

information has

lease charges

previously reported

separate line

Merchant (and

Merchant, Consumer and Enterprise) operating segments.

reportable segments.

an intercompany

interest expense

Consumer Segment

non-recurring

costs related

consummated or

ultimately not

Stock-based compensation

adjustments reflect

stock-based compensation

are both excluded from the calculation of Segment Adjusted EBITDA and

are therefore reported as reconciling items to reconcile the

reportable segments’ Segment Adjusted EBITDA to our loss before income

Operations—Use of Non-GAAP Measures” below.

Our fiscal 2025

financial results include

Adumo from October

Recharger from March 3,

are not included in our financial results for fiscal 2024.

In fiscal 2025 we closed the acquisitions of Adumo and

Recharger and have integrated their businesses into our

2025 financial results

for the three

months ended September

not include these

businesses because

we acquired Adumo

on October 1, 2024 and Recharger on March 3, 2025.

inter-related

6 unchanged sentences

operating segments, as

well as any inter-segment eliminations, are included in Group costs.

Inter-segment revenue eliminations are included

in Eliminations.

Third quarter of fiscal 2025 compared to third quarter

inter-segment

eliminations,

Inter-segment

Eliminations.

First quarter of fiscal 2026 compared to first quarter

of fiscal 2025

The following

a significant

of operations

third quarter

with the same period in the prior year:

Lower revenue in ZAR:

Our revenues decreased 4% in ZAR, primarily due

to fewer low margin prepaid airtime sales and a

ADP throughput

lending revenues

primarily due to

a strong performance

by Consumer and

the contribution from

Adumo and Recharger

from March 3,

which was partially

offset by higher

costs and the increase

in amortization of

acquisition-related intangible assets

the acquisition of Adumo;

Non-cash fair value adjustment related to equity securities:

We recorded a non

-cash fair value loss of $20.4 million during

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

Higher net interest

Net interest charge

increased to $5.1

million (ZAR 95.0

million) from $4.0

million (ZAR 74.6

million) primarily

due to higher

overall borrowings,

which was partially

a small increase

in interest received

result of the inclusion of Adumo;

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

reported results.

The following factors had a significant impact on

our results of operations during the first

quarter of fiscal 2025 as compared with

the same period in the prior year:

Higher revenue:

Our revenues increased 12% in U.S.

dollars and 10% in ZAR, primarily due to the inclusion of Adumo and

prepaid airtime revenue in Merchant;

and Recharger

was partially

in amortization

acquisition-related

intangible assets related to the acquisition of Adumo and Recharger

and higher operating costs;

Lower net interest charge:

Net interest charge decreased to $4.36 million (ZAR 76.9 million) from $4.45 million (ZAR 79.8

million) primarily due to

a lower interest expense

following lower interest rates

and the exclusion of

interest expense incurred

borrowing arrangements

first quarter

2026 compared

equivalent interest

expense related

Consumer lending

fiscal 2025 was included in interest expense ;

Foreign exchange movements:

dollar was flat against the

ZAR during the first quarter of fiscal 2026

the prior period.

Consolidated overall results of operations

3 unchanged sentences

In United States Dollars

Three months ended March 31,

Three months ended September 30,

Cost of goods sold, IT processing, servicing and support

1 unchanged sentence

Depreciation and amortization

Transaction costs related to Adumo and Recharger

acquisitions and certain

compensation costs

Operating income

Change in fair value of equity securities

Transaction costs related to Adumo, Recharger

and Bank Zero acquisitions

Operating income (loss)

Loss on impairment of equity-accounted investment

Interest income

4 unchanged sentences

Earnings from equity-accounted investments

Less net income attributable to non-controlling interest

Add net loss attributable to non-controlling interest

Net loss attributable to us

In South African Rand

Three months ended March 31,

Three months ended September 30,

Cost of goods sold, IT processing, servicing and support

1 unchanged sentence

Depreciation and amortization

Transaction costs related to Adumo and Recharger

acquisitions and certain

compensation costs

Operating income

Change in fair value of equity securities

Transaction costs related to Adumo, Recharger

and Bank Zero acquisitions

Operating income (loss)

Loss on impairment of equity-accounted investment

Interest income

4 unchanged sentences

Earnings from equity-accounted investments

Less net income attributable to non-controlling interest

Add net loss attributable to non-controlling interest

Net loss attributable to us

Revenue decreased

by $2.5 million

decrease was primarily

(prepaid airtime),

certain issuing

prices year-over-year,

and transaction

business, and an

increase in insurance

premiums collected and

lending revenues following higher

inclusion of Adumo and Recharger, the impact of an increase in certain issuing

fee base prices year-over-year, and transaction activity

issuing business,

and an increase

in insurance premiums

collected and

lending revenues

(including interest)

following higher

loan originations

Refer to discussion

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

our revenue this quarter.

IT processing,

servicing and

support decreased

was partially

higher commissions paid related to ADP revenue generated, and higher

insurance-related claims and third-party transaction fees.

partially offset

airtime sold.

discussion above

Recent Developments” for a description of key trends impacting our revenue

this quarter.

Cost of goods sold, IT processing, servicing and support decreased

by $0.5 million (ZAR 45.8 million) or 0.4% (in ZAR 2.1%),

primarily due to the decrease in the prepaid airtime

costs, which was partially offset by the inclusion of Adumo, an

increase in lending

elated expenditures (including interest expense) and higher insurance-related

claims and third-party transaction fees.

Selling, general

2 unchanged sentences

219.5 million),

was primarily

employee-related

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

by both Consumer

and Merchant, higher

annual salary

allowance for

credit losses

higher lending

activities by

year-over-year

inflationary increases

expenses, which

was partially

stock-based compensation

the year-over-year impact

of inflationary increases

on certain expenses, which was partially offset by

lower bonus provision expense.

Depreciation and amortization

expense increased by

$2.6 million (ZAR 46.5

Depreciation and

amortization expense increased

by $6.6 million

or 105.4% (101.8%).

increase was due

to the inclusion

of acquisition-related

The increase was

inclusion of acquisition-related

intangible asset amortization

1 unchanged sentence

assets identified pursuant

Recharger acquisitions

and Recharger acquisitions

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

costs related

and Recharger

acquisitions and

certain compensation

costs increased

primarily due

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

Refer to Note

2 to our unaudited

condensed consolidation financial statements for additional information.

Our operating

income margin

third quarter

respectively.

components of operating loss margin under “—Results of operations

Transaction costs related

to Adumo, Recharger and

Bank Zero acquisitions during the

first quarter of fiscal 2025 included

incurred related to the Adumo acquisition which closed in October 2024.

We did not incur significant transaction costs during the first

quarter of fiscal 2026.

Refer to Note 2 to our unaudited condensed consolidation

financial statements for additional information.

Our operating income (loss) margin for

the first quarter of fiscal 2026

and 2025 was 0.2% and (0.0)%, respectively.

the components of operating loss margin under “—Results of operations

by operating segment.”

equity securities

million during

non-cash fair

value adjustment

loss related to

did not record

any changes in

the fair value

of equity interests

in MobiKwik during

the third quarter

of fiscal 2024, or

any fair value adjustments

for Cell C during

the third quarter of

fiscal 2025 or 2024,

equity interests

respectively,

consolidation

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

for MobiKwik and Cell C.

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

or any fair value adjustments for MobiKwik

during the first quarter of fiscal 2025.

to carry our investment

in Cell C at $0 (zero).

Refer to Note 5 to our unaudited

condensed consolidation financial statements

for the methodology and inputs

used in the fair value calculation for Cell C.

Interest on surplus

cash of was $0.5

million (ZAR 9.5

million) compared with

$0.6 million (ZAR

10.5 million) during

quarter of fiscal 2025, and decrease due to lower interest rates.

Interest expense decreased to $4.9 million (ZAR 86.4

million) from $5.0 million (ZAR 90.3 million).

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

In ZAR, the increase was

primarily by higher

overall borrowings during

the third quarter

of fiscal 2025

compared with the

comparable period in

the prior quarter.

the decrease was

primarily due

to lower interest

rates and the

exclusion of interest

expense incurred

under our borrowing

arrangements related to

Consumer lending book in the first quarter of fiscal 2026 compared with 2025.

On a comparable basis the equivalent interest expense

related to the Consumer lending book for the first quarter of fiscal 2025

was included in interest expense.

First quarter

million) compared

(ZAR 17.6 million) in fiscal 2024.

Our effective tax rate for fiscal 2025

was impacted by deferred tax impact related

to the fair value

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

profitable South African operations and non-deductible expenses (including transaction-related expenditures).

The income tax benefit

higher deferred

the reduction

intangible assets which has resulted in an increase in amortization expense during

the three months ended September 30, 2025.

Our effective

expense recorded

profitable South

African operations,

acquisition-related

2 unchanged sentences

transaction-related

incurred by certain of our

South African businesses,

a valuation allowance created

related to the fair value

adjustment to MobiKwik,

and the associated

valuation allowances

created related

to the deferred

tax assets recognized

regarding net

operating losses

expenses), the

on-going losses

African businesses

associated valuation

allowances created

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

by these entities.

Our effective

expense recorded

profitable South

African operations,

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

by certain of

our South African

and the associated

valuation allowances created

related to the

deferred tax assets

regarding net operating losses incurred by these entities.

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

Three months ended March 31,

income (loss) from equity-accounted investments

Results of operations by operating segment

2 unchanged sentences

In United States Dollars

Three months ended March 31,

Three months ended September 30,

Operating Segment

4 unchanged sentences

Group Adjusted EBITDA (non-GAAP)

(1) Segment Adjusted

EBITDA for the three

months ended March

31, 2025, includes reorganization

and retrenchment costs of

$0.7 million for Merchant and Enterprise of $0.3

Segment Adjusted EBITDA Consumer includes retrenchment costs

million for the third quarter of fiscal 2024.

(2) Lease expenses which were

previously presented on a

separate line in fiscal 2024

are now included in Merchant,

and Consumer Segment

Adjusted EBITDA.

period has been

re-presented to conform with

current period presentation.

also “—Results

of Operations

Presentation of

Merchant, Consumer

and Enterprise

(1) Segment Adjusted EBITDA for the three months ended September 30, 2025, includes retrenchment costs of $0.2 million

Consumer of $0.1

Adjusted EBITDA Merchant

and Segment Adjusted

EBITDA Consumer

retrenchment costs of $0.01 million and $0.06 million, respectively,

for the first quarter of fiscal 2025.

(2) Group Adjusted EBITDA

4 unchanged sentences

In South African Rand

Three months ended March 31,

Three months ended September 30,

Operating Segment

4 unchanged sentences

Group Adjusted EBITDA (non-GAAP)

Adjusted EBITDA

Segment Adjusted

EBITDA Merchant

include reorganization

and retrenchment

Enterprise of

million, respectively,

third quarter

Segment Adjusted

EBITDA for Consumer includes retrenchment costs of ZAR 0.1 million for

the third quarter of fiscal 2024.

(2) Lease expenses which were

previously presented on a

separate line in fiscal 2024

are now included in Merchant,

and Consumer Segment Adjusted EBITDA.

The prior period has been re-presented

to conform with current period presentation.

(1) Segment Adjusted EBITDA for the three months

ended September 30, 2025, includes retrenchment costs of

ZAR 0.2 million

for Merchant and Consumer

million for the first

quarter of fiscal 2026.

Segment Adjusted EBITDA Merchant

and Segment Adjusted EBITDA Consumer include retrenchment costs of ZAR 0.2 million and

ZAR 1.1 million, respectively, for the

first quarter of fiscal 2025.

(2) Group Adjusted EBITDA

3 unchanged sentences

GAAP Measures”.

sales (“Pinned

Segment revenue primarily

increased due to the

inclusion of Adumo, which

was partially offset

by lower ADP revenue

lower prepaid

significant portion of our overall ADP

revenue, and therefore a drop in the

volume of the prepaid airtime revenue impacts

revenue generated.

The increase in Segment Adjusted EBITDA is primarily due

the inclusion of the contribution from Adumo, lower

IT processing,

servicing and

lower employment-related

expenditures, which

was partially

the inclusion of

Adumo, a higher

volume of ADP.

increase in Segment

Adjusted EBITDA

is primarily due

the inclusion of

Adumo, which was

partially offset by higher

operating expenses incurred, including

employment-related expenditures,

reorganization

retrenchment costs incurred during the

third quarter of fiscal

We recorded a significant proportion of our

airtime sales in revenue

(see further below) and cost of sales, while only earning a relatively small margin.

This significantly depresses the

higher operating expenses incurred.

record a significant proportion of our airtime sales in revenue

(see further below) and cost of

small margin.

This significantly

depresses the

Segment Adjusted

1 unchanged sentence

the business.

first quarter

have experienced

sale of Pinned Airtime and distribution of pinless prepaid airtime

(“Pinless Airtime”),

and this trend has continued through to the third

quarter of fiscal 2025, with the volume of Pinned Airtime sales decreasing,

which results in a lower revenue and related cost of sales,

and an overall improved margin.

Our Segment Adjusted EBITDA margin for the

third quarter of fiscal 2025 and 2024 was 7.9% and 6.6%, respectively.

Our Segment Adjusted EBITDA margin (calculated

as Segment Adjusted EBITDA divided by revenue) for the first quarter of

and 2025 was 7.2% and 6.1%, respectively.

Segment revenue

14 unchanged sentences

an increase in

loan originations during

higher insurance-related claims,

interest expense (of

approximately ZAR 16.5

million) incurred

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

As noted during the first quarter

of fiscal 2025, we

intend to obtain a separate

lending facility to fund a

portion of our lending

during fiscal 2025.

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

with the third quarter of fiscal 2024.

loan originations during the quarter, higher insurance-related claims, interest expense (of approximately ZAR 19.9 million;

ZAR 14.9 million ) incurred to fund our lending book and the year-over-year

impact of inflationary increases on certain expenses.

Our Segment Adjusted EBITDA margin for the

third quarter of fiscal 2025 and 2024 was 26.3%

first quarter of fiscal 2026 and 2025 was 27.8%

and 20.9%, respectively.

Segment revenue

decreased primarily

sales as well

revenue generated

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

offset by the inclusion of Recharger.

Segment revenue and Segment Adjusted EBITDA increased primarily

due to the inclusion of Recharger.

Our Segment Adjusted (loss) EBITDA margin for the

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

first quarter of fiscal 2026

and 2025 was 8.54% and 3.0%, respectively.

costs primarily

6 unchanged sentences

and directors’ and officers’ insurance premiums.

compared with

expense, which

partially offset

employee costs

resulting from

individuals allocated

salary adjustments, audit and consulting fees.

to date fiscal 2025 compared to year to date fiscal 2024

The following factors

had a significant

impact on our

results of operations

during the year

to date fiscal

2025 as compared

the same period in the prior year:

Revenue flat in $, lower

revenue in ZAR:

Our revenues were flat

decreased 1.1% in ZAR, primarily

insurance and

lending revenues

partially offset

Pinned Airtime

lower contribution from Enterprise;

significantly primarily due to contribution from

Adumo from October 1, 2024 and

Recharger from March 3, 2025, which

acquisition-related

acquisition of Adumo and Recharger;

Non-cash fair value adjustment related to equity securities:

We recorded a non

-cash fair value loss of $54.2 million during

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

interest charge:

$15.0 million

million) from

$12.8 million

239.0 million) primarily due to

higher overall borrowings, which was partially

offset by an increase in

interest received as a

result of the inclusion of Adumo;

Foreign exchange movements:

was 4% weaker

against the ZAR

during the year

to date fiscal

2025 compared

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

dollar reported

Consolidated overall results of operations

This discussion is based on the amounts prepared in accordance with U.S.

The following tables show the changes in the items comprising our statements of operations,

dollars and in ZAR:

In United States Dollars

Nine months ended March 31,

Cost of goods sold, IT processing, servicing and support

Selling, general and administration

Depreciation and amortization

Transaction costs related to Adumo and Recharger

acquisitions and certain

compensation costs

Operating income

Change in fair value of equity securities

Loss on disposal of equity-accounted investments

Reversal of allowance for EMI doubtful debt receivable

Interest income

Interest expense

Loss before income tax (benefit) expense

Income tax (benefit) expense

Net loss before income (loss) from equity-accounted investments

Income (Loss) from equity-accounted investments

Less net income attributable to non-controlling interest

Net loss attributable to us

In South African Rand

Nine months ended March 31,

Cost of goods sold, IT processing, servicing and support

Selling, general and administration

Depreciation and amortization

Transaction costs related to Adumo and Recharger

acquisitions and certain

compensation costs

Operating income

Change in fair value of equity securities

Loss on disposal of equity-accounted investments

Reversal of allowance for EMI doubtful debt receivable

Interest income

Interest expense

Loss before income tax (benefit) expense

Income tax (benefit) expense

Net loss before income (loss) from equity-accounted investments

Income (Loss) from equity-accounted investments

Less net income attributable to non-controlling interest

Net loss attributable to us

Revenue increased

87.1 million),

1.1%), primarily

increased compared

higher employee

costs resulting from an

increase in the

volume of value-added

services provided (Pinless

Airtime and gaming),

an increase in certain

issuing fee base

and transaction activity

in our issuing

business, and an

increase in insurance

premiums collected and

lending revenues following higher

loan originations, which was partially offset by fewer

Pinned Airtime sales.

Cost of goods sold, IT

processing, servicing and support

decreased by $26.2 million

(or 7.9%) and, in ZAR,

decreased by ZAR

685.3 million (or 11.1%), primarily due to the decrease in Pinned Airtime sales,

which was partially offset by the inclusion of Adumo,

higher commissions paid related to ADP revenue generated, and higher

insurance-related claims and third-party transaction fees.

Selling, general

and administration

expenses increased

502.4 million),

increase was primarily due to the inclusion of Adumo;

higher employee-related expenses (including annual bonuses and

annual salary

higher stock-based

compensation charges,

consulting fees, audit

fees, and travel expenses;

and the year-over-year

of inflationary increases on certain expenses.

Depreciation and amortization

expense increased by $5.5

million (ZAR 88.3 million),

or 31.3% (27.0%).

increase was due

to the inclusion

of acquisition-related

intangible asset amortization

related to intangible

assets identified pursuant

Recharger acquisitions

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

costs related

and Recharger

acquisitions and

certain compensation

costs includes

service providers

associated with

advisory services

Adumo transaction

post-combination

recognized related

our unaudited

condensed consolidation

financial statements

additional information.

respectively.

components of operating loss margin under “—Results of operations

by operating segment.”

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

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

adjustment loss related to MobiKwik.

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

to date fiscal 2024,

or any fair value adjustments

for Cell C during

the year to date fiscal 2025

or 2024, respectively.

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

We recorded a loss of $0.2

million related to the change in

our investment in an equity security

recorded under the equity method

to consolidation during fiscal 2025.

to Note 2 to our consolidated financial statements

for additional information regarding

Interest on surplus cash increased to $2.0 million (ZAR 35.3 million) from $1.6 million (ZAR 29.3 million), primarily due to the

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

the year to date fiscal 2025 compared with 2024.

Interest expense increased to $17.0

million (ZAR 307.8 million)

from $14.3 million (ZAR 268.3

In ZAR, the increase

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

compared with the comparable period in the

prior quarter.

Fiscal 2025 income tax benefit

was $(9.3) million (ZAR (169.2)

million) compared an income tax

expense of $1.9 million

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

to acquisition-related intangible

asset amortization, non-deductible

expenses (in transaction-related

a valuation allowance

created related to the fair value adjustment to MobiKwik,

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

the associated

valuation allowances

created related

assets recognized

regarding net

operating losses

these entities.

Our effective

expense recorded

profitable South

African operations,

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

by certain of our

South African businesses and

the associated valuation allowances

created related to the

deferred tax assets recognized

regarding net operating losses incurred by these entities.

Finbond is listed on the Johannesburg Stock

Exchange and reports its six-month results during

our first half and its

annual results

during our fourth

We sold our entire remaining interest

in Finbond during the

table below presents

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

Nine months ended March 31,

Share of net loss

Results of operations by operating segment

The composition of revenue and the contributions of our business activities to operating

loss are illustrated below:

In United States Dollars

Nine months ended March 31,

Operating Segment

Consolidated revenue:

Operating segments

consolidated revenue

Group Adjusted EBITDA:

Group Adjusted EBITDA (non-GAAP)

(1) Segment Adjusted

EBITDA for the nine

months ended March

31, 2025, includes reorganization

and retrenchment costs for

Merchant of $0.7

million, Enterprise of

$0.3 million, and

Consumer of $0.1

Adjusted EBITDA for

Merchant includes

retrenchment costs of $0.2 million and Consumer includes retrenchment

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

(2) Lease expenses which were

previously presented on a

separate line in fiscal 2024

are now included in Merchant,

and Enterprise Segment Adjusted EBITDA.

The prior period has been

re-presented to conform with current period presentation.

(3) Group Adjusted EBITDA

is a non-GAAP measure, refer

to reconciliation below at

“—Results of Operations—Use of

GAAP Measures”.

In South African Rand

Nine months ended March 31,

Operating Segment

Consolidated revenue:

Operating segments

consolidated revenue

Group Adjusted EBITDA:

Group Adjusted EBITDA (non-GAAP)

(1) Segment Adjusted

EBITDA for the nine

months ended March

31, 2025, includes reorganization

and retrenchment costs for

million, Enterprise

Segment Adjusted

Merchant includes retrenchment costs

of ZAR 4.7 million

and Consumer includes retrenchment

costs of ZAR 2.9 million

date fiscal 2024.

(2) Lease expenses

previously presented on

line in fiscal

now included in

Merchant and Consumer

Segment Adjusted EBITDA.

The prior period has been re-presented to conform

with current period presentation.

(3) Group Adjusted EBITDA

is a non-GAAP measure, refer

to reconciliation below at

“—Results of Operations—Use of

GAAP Measures”.

Segment revenue

primarily increased

the inclusion

(Pinless Airtime

gaming), which was

partially offset by

fewer Pinned Airtime

increase in Segment

Adjusted EBITDA is primarily

employment-related

expenditures,

reorganization and

retrenchment costs incurred

during the third

quarter of fiscal

first quarter of

fiscal 2025, we

distribution of

Pinless Airtime,

through to the third

quarter of fiscal 2025, with

the volume of Pinned

Airtime sales decreasing, which

results in a lower revenue

related cost of sales, and an overall improved margin.

Adjusted EBITDA

(calculated as

Segment Adjusted

EBITDA divided

fiscal 2025 and 2024 was 7.8% and 6.4%, respectively.

account holders

revenues following an increase in loan originations and the inclusion of

This increase in revenue has translated into improved

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

insurance-related

approximately

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

the year-over-year impact of inflationary increases on

certain expenses.

in our commentary

for the second

we have included

an intercompany

expense in our Consumer Segment Adjusted EBITDA for year to date

fiscal 2025 compared with the year to date fiscal 2024.

Our Segment Adjusted EBITDA margin for the year

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

Segment revenue

decreased primarily

sales as well

revenue generated

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

which was partially offset by the inclusion of Recharger

Our Segment Adjusted EBITDA margin for the year

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

Our group costs for fiscal

2025 increased compared with the prior

period due to higher employee

costs resulting from an increase

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

higher bonus expense, travel, audit, consulting and

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

The tables below present Merchant, Consumer and Enterprise revenue

and EBITDA for fiscal 2025

to date and fiscal 2024,

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

dollar/ ZAR exchange

rates applicable per fiscal quarter and year:

In United States dollars

Operating segments

consolidated revenue

Group Adjusted EBITDA:

Group Adjusted EBITDA (non-GAAP)

Income and expense items:

In United States dollars

Operating segments

consolidated revenue

Group Adjusted EBITDA:

Group Adjusted EBITDA (non-GAAP)

Income and expense items:

number of individuals

allocated to group

costs and base

salary adjustments and higher

and legal fees, which was partially offset by lower bonus expense.

Use of Non-GAAP Measures

5 unchanged sentences

for using these

measures and provide reconciliations to the most directly comparable GAAP measures.

The presentation of Group Adjusted EBITDA

understanding

reconciliations

GAAP measures.

Group Adjusted

EBITDA is a non-GAAP measure.

We provide this non-GAAP measure to enhance our evaluation and understanding of our financial

performance and

9 unchanged sentences

equity-accounted

separate lending

lending during

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

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

will form part

broader refinancing of

our facilities.

Therefore, we

have included an

intercompany interest expense in

securities), (earnings) loss from equity-accounted investments, stock-based compensation charges and once-off items.

We included an

intercompany interest

Segment Adjusted

three months ended

September 30,

items represents

non-recurring income

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

or ultimately not pursued.

The table below presents the reconciliation between GAAP net loss attributable

non-recurring

expense items,

costs related

to acquisitions

and transactions

ultimately not pursued.

The table below presents the reconciliation between U.S.

GAAP net loss attributable

to Lesaka to Group Adjusted EBITDA:

Three months ended

Nine months ended

September 30,

Loss attributable to Lesaka - GAAP

Less net income attributable to non-controlling interest

(Earnings) loss from equity accounted investments

Net loss before (earnings) loss from equity-accounted investments

Add net loss attributable to non-controlling interest

Earnings from equity accounted investments

Net loss before earnings from equity-accounted investments

Income tax (benefit) expense

2 unchanged sentences

Interest income

Reversal of allowance for doubtful EMI loan receivable

Net loss on disposal of equity-accounted investment

Change in fair value of equity securities

Operating income

Net loss on impairment of equity-accounted investment

Operating income (loss)

PPA amortization

4 unchanged sentences

Once-off items

Unrealized loss (gain) FV for currency adjustments

Unrealized gain FV for currency adjustments

Group Adjusted EBITDA - Non-GAAP

2 unchanged sentences

Three months ended

Nine months ended

September 30,

Transaction costs

Transaction costs related to Adumo and Recharger

acquisitions and

certain compensation costs

Indirect taxes provision release

Income recognized related to closure of legacy businesses

acquisitions and certain compensation costs

Total once-off

6 unchanged sentences

The transactions can span

Recharger over a number of quarters, and the transactions

are generally non-recurring.

provision release

non-recurring indirect

tax provision

businesses represents

foreign currency

translation reserve

on deconsolidation

subsidiaries and

incurred related

to subsidiaries

of deregistering/

liquidation and

consider these costs non-operational and ad hoc in nature.

multiple quarters,

transaction costs

the acquisition

over a number

quarters, and the transactions are generally non-recurring.

Liquidity and Capital Resources

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

As of September 30, 2025, our

cash and cash equivalents were $72.2

million and comprised of U.S.

dollar-denominated

$3.2 million,

ZAR-denominated balances

billion ($65.9 million),

and other currency

deposits, primarily

Botswana pula,

dollar-denominated balances

of $1.3 million, ZAR-denominated balances of

ZAR 1.2 billion ($69.2 million),

and other currency deposits, primarily Botswana

of $1.7 million,

all amounts translated

at exchange rates

applicable as of

March 31, 2025.

The increase in

rates applicable as

The decrease in

our unrestricted cash

from June 30,

2024, was primarily due

to the positive contribution

from our Merchant

and Consumer operations

and utilizing of our

borrowing facilities,

which was partially

the utilization of

cash reserves to

fund certain scheduled

and other repayments

our borrowings,

settle the cash

portion of the

purchase consideration

related to our

various acquisitions,

purchase ATMs

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

to make an investment in working capital.

invest any surplus cash held by

our South African operations in overnight

balances from June

30, 2025, was primarily

due to application of

the proceeds received from

the disposal of MobiKwik

general banking

facilities, the

certain scheduled

partially offset by the positive contribution from our operating

invest any surplus cash held by our

South African operations in overnight

call accounts that we maintain at

22 unchanged sentences

related to our borrowings.

Our ability to make payments on our indebtedness and to

fund our operations may be dependent upon the operating

the distribution

subsidiaries.

as local laws

and regulations

indebtedness restrict

permitted to provide us with sufficient dividends, distributions

or loans when necessary.

a cash payment

175.0 million

($10.1 million)

in March 2026

consideration due to the seller of Recharger.

We are required to make

a scheduled debt repayment of ZAR 150 million ($8.7 million)

in February 2026.

expect to pay

ZAR 100 million

($5.8 million) payment

on closing of

the Bank Zero

translated at exchange rates as of September 30, 2025.

Available short-term

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

March 31, 2025:

September 30, 2025:

short-term facilities available, comprising:

16 unchanged sentences

Long-term borrowings

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

exchange rates as of March

borrowings include

long-term borrowings

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

September 30, 2025) as described in Note 12.

These borrowings include outstanding long-term borrowings obtained by Lesaka SA of

ZAR 3.1 billion, which was used to refinance our previous long-term borrowings.

We have utilized all of these long-term borrowings.

September 30,

2025, we also

revolving credit

400.0 million

finance loans

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

partially fund the acquisition of POS devices and vaults.

acquisition of POS devices and vaults.

Restricted cash

11 unchanged sentences

cash presented in our consolidated

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

that has been ceded and pledged.

statement of cash flows as of September 30, 2025, includes restricted cash of

$0.1 million that has been ceded and pledged.

Arrangement with African Bank to fund our ATMs

23 unchanged sentences

Cash flows from operating activities

Third quarter

Net cash provided by

operating activities during the

third quarter of fiscal

2025 was $10.7 million

(ZAR 196.2 million) compared

to net cash utilized of

$19.2 million (ZAR 362.1 million) during

the third quarter of fiscal

Excluding the impact of income

operating activities

third quarter

positively impacted

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

lower inventory holdings as of March 31,

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

which was partially offset by the impact of cash utilized

the significant net growth in our Consumer and Merchant finance

loans receivable books.

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

related primarily to certain of Adumo’s

subsidiaries 2025 tax year.

First quarter

Net cash provided by operating activities during the

first quarter of fiscal 2026 was $8.9 million (ZAR 157.6 million) compared

to net cash utilized

of $4.1 million

(ZAR 73.3 million)

during the first

quarter of fiscal

Excluding the

impact of income

our cash provided by operating

activities during the first quarter

of fiscal 2026

was positively impacted by improved

contribution from

our operating

segments, fewer quarterly

movements within our

Enterprise businesses

transaction processing

activities compared

prior quarter

was partially

significant net growth in our Consumer finance loans receivable books

During the first quarter of fiscal 2026, we

paid second provisional South African tax payments of

$0.3 million (ZAR 4.9 million)

primarily related

to certain of

acquired subsidiaries that

yet aligned their

tax year end.

We also paid taxes related

to prior tax years in South Africa of $0.3 million (ZAR 5.8 million).

paid taxes totaling $0.1 million in

other tax jurisdictions,

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

jurisdictions, primarily

first quarter

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

Taxes paid (refunded)

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

Three months ended March 31,

First provisional payments

Second provisional payments

Tax refund received

Total South African

Foreign taxes paid

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

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

cash provided by operating activities

of $23.1 million (ZAR 434.0

million) during the year

to date of fiscal

Excluding the impact

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

working capital movements within our Merchant and Enterprise

businesses related to quarter-end transaction processing activities and

significant net

finance loans

receivable books,

partially offset

impacted by the contribution from Merchant and Consumer businesses.

During the year to date of

fiscal 2025, we paid first provisional

South African tax payments of

$3.7 million (ZAR 67.1 million)

related to our 2025.

also paid taxes totaling $0.2 million in other tax

jurisdictions, primarily in Namibia and Botswana during

year to date of fiscal 2025.

During the year to

date of fiscal 2024, we paid first provisional

South African tax payments of $2.7 million

million) related

South African

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

Taxes (refunded)

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

Nine months ended March 31,

during the first quarter of fiscal 2026

and 2025 were as follows:

Three months ended September 30,

First provisional payments

5 unchanged sentences

Foreign taxes paid

tax paid (refunded)

Cash flows from investing activities

Third quarter

activities for

capital expenditures

million), primarily due to

the acquisition of

vaults and POS

We also incurred expenditures of

$1.7 million (ZAR

30.8 million),

primarily related

to the capitalization

of development costs,

during the third

quarter of fiscal

third quarter of

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

activities for

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

activities for

2025 included

capital expenditures

First quarter

million), primarily due to

4 unchanged sentences

20.1 million),

primarily related

capitalization of

development costs,

third quarter

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

Adumo and Recharger.

activities for

2024 included

capital expenditures

million (ZAR 149.1

million), primarily due to the acquisition of vaults.

year to date of fiscal 2024, we received proceeds

of $3.5 million related

to the sale of remaining interest in

Finbond and $0.25 million related to

the second (and final) tranche from

the disposal of our entire

equity interest in Carbon.

primarily related to the capitalization of development costs, during the

first quarter of fiscal 2026.

million), primarily due to the acquisition of vaults and

We also incurred expenditures of $0.2 million (ZAR 3.1 million),

primarily related to the capitalization of development costs, during the

first quarter of fiscal 2025.

Cash flows from financing activities

Third quarter

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

repaid $134.5 million of

long-term borrowings towards our

refinanced facilities and in

accordance with our repayment

schedule and paid

$7.2 million to settle

also paid fees

million related the

February 2025 refinance

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

During the third

quarter of fiscal 2024

we utilized $24.9 million

from our South

African overdraft facilities

First quarter

first quarter

utilized $28.0

African general

banking facilities

fund the growth of our Consumer lending book,

and repaid $40.7 million

utilizing the funds received from the disposal

utilized $2.8

our long-term

borrowings to

acquisition of

lending book.

repaid $1.1 million of long-term borrowings and in accordance with our repayment schedule

under our asset-based

million related

the September

2025 refinance

lending book.

first quarter of

fiscal 2025, we

utilized $23.9

our South African

overdraft facilities

and our cash management business through Connect, and repaid

6 unchanged sentences

repaid $5.5 million

of fiscal 2025,

we utilized $94.2

our South African

overdraft facilities

cash management

business through

acquisition of

2025 refinance of certain of our

repaid $84.9 million of those facilities,

including towards our refinanced facilities.

utilized $189.5 million

of our borrowings

portion of the

Adumo purchase consideration,

pay certain transaction

repay Adumo’s borrowings,

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

capital requirements and for

the February 2025 refinance

of certain of our

We repaid $130.0 million of long-term

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

$7.2 million to settle Adumo’s borrowings, and

settled a portion

of our revolving credit

facility utilized.

We also paid an

origination fee of $1.0

million to secure

additional borrowings

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

During the year to date

of fiscal 2024, we utilized

$153.5 million from our South

African overdraft facilities to fund

cash management

business through

repaid $172.2

those facilities.

utilized $14.4

long-term borrowings

the acquisition

capital expenditures

working capital

requirements.

million of long-term borrowings

in accordance with

our repayment schedule as

settle a portion

of our revolving

credit facility

also paid $0.2

million to repurchase

shares from employees

the employees to

settle taxes due

related to the

vesting of shares of restricted stock.

Off-Balance Sheet Arrangements

3 unchanged sentences

expect capital

include spending

for acquisition

computer software, computer and office equipment, as well as for

our ATM infrastructure and branch network in South Africa.

Our capital expenditures for the third quarter of fiscal 2025

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

funds, or our asset-backed borrowing

spending for the

second quarter of

to primarily include

spending for acquisition

of POS devices,

vaults, computer software, computer and office equipment, as well as

for our ATM infrastructure and branch network in South Africa.

Our capital expenditures for

the first quarter of fiscal

and 2025 are discussed under

“—Liquidity and Capital Resources

arrangements.

had outstanding capital commitments as of

March 31, 2025, of $0.1 million.

We expect to fund

these expenditures through internally generated funds and available facilities.

to fund these expenditures through internally generated funds and available facilities.

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What changed 10-Q

Item 2. Management’s Discussion and Analysis