What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-02-04 compared with 2025-11-05 · 1769 added, 721 removed, 1351 unchanged (65% of the section changed)

2 unchanged sentences

Unaudited Condensed Consolidated Balance Sheets

September 30,

(In thousands, except share data)

9 unchanged sentences

Total current assets

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

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

OPERATING LEASE RIGHT-OF-USE (Note 17)

1 unchanged sentence

GOODWILL (Note 7)

INTANGIBLE ASSETS, NET (Note 7)

INTANGIBLE ASSETS, NET (Note 7), including integrated platform of:

DEFERRED INCOME TAXES

17 unchanged sentences

COMMON STOCK (Note 11)

Issued and outstanding shares, net of treasury - September:

Issued and outstanding shares, net of treasury - December:

PREFERRED STOCK

9 unchanged sentences

TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND SHAREHOLDERS’ EQUITY

(A) Amounts for June 30, 2025 revised to correct the errors discussed in Note 1.

See Notes to Unaudited Condensed Consolidated Financial Statements

2 unchanged sentences

Three months ended

September 30,

(In thousands, except per

Six months ended

(In thousands, except per share

REVENUE (Note 16)

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

Cost of goods sold, IT processing, servicing and support

Selling, general and administration

Allowance for credit losses (Note 3)

Depreciation and amortization

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

OPERATING INCOME (LOSS)

Transaction costs related to Adumo, Recharger and Bank Zero

acquisitions (Note 2)

OPERATING INCOME

CHANGE IN FAIR VALUE

OF EQUITY SECURITIES (Note 5 and 6)

OTHER INCOME (Note 10)

LOSS ON DISPOSAL OF EQUITY SECURITIES (Note 2)

NET LOSS ON IMPAIRMENT OF EQUITY-ACCOUNTED

INVESTMENT/ LOSS ON DISPOSAL OF EQUITY-ACCOUNTED

INVESTMENT (Note 6)

1 unchanged sentence

INTEREST EXPENSE

LOSS BEFORE INCOME TAX (BENEFIT) EXPENSE

INCOME TAX (BENEFIT) EXPENSE (Note 19)

NET LOSS BEFORE EARNINGS FROM EQUITY-ACCOUNTED INVESTMENTS

INCOME (LOSS) BEFORE INCOME TAX EXPENSE (BENEFIT)

INCOME TAX EXPENSE (BENEFIT) (Note 19)

NET INCOME (LOSS) BEFORE EARNINGS FROM EQUITY-

ACCOUNTED INVESTMENTS

EARNINGS FROM EQUITY-ACCOUNTED INVESTMENTS

ADD NET LOSS ATTRIBUTABLE

TO NON-CONTROLLING INTEREST

NET LOSS ATTRIBUTABLE

Net loss per share, in United States dollars

Basic loss attributable to Lesaka shareholders

Diluted loss attributable to Lesaka shareholders

NET INCOME (LOSS)

(ADD) LESS NET (LOSS) INCOME ATTRIBUTABLE

CONTROLLING INTEREST

NET INCOME (LOSS) ATTRIBUTABLE

Net earnings (loss) per share, in United States dollars

Basic earnings (loss) attributable to Lesaka shareholders

Diluted earnings (loss) attributable to Lesaka shareholders

(A) Revised to correct the errors discussed in Note 1.

See Notes to Unaudited Condensed Consolidated Financial Statements

2 unchanged sentences

Three months ended

September 30,

Six months ended

(In thousands)

Other comprehensive income, net of taxes

(In thousands)

Net income (loss)

Other comprehensive income (loss), net of taxes

Movement in foreign currency translation reserve

Release of foreign currency translation reserve related to disposal of equity

Release of foreign currency translation reserve related to

disposal/ liquidation of subsidiaries (Note 12)

Release of foreign currency translation reserve related to

disposal of equity securities (Note 12)

Total other comprehensive

income, net of taxes

Comprehensive income

Less comprehensive income attributable to non-controlling interest

Comprehensive income attributable to Lesaka

income (loss), net of

Comprehensive income (loss)

(Less) Add comprehensive (loss) income

attributable to non-controlling interest

Comprehensive income (loss) attributable to

(A) Revised to correct the errors discussed in Note 1.

See Notes to Unaudited Condensed Consolidated Financial Statements

4 unchanged sentences

comprehensive

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

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

in thousands)

Balance – October 1, 2024

( 25,563,808 )

Shares issued (Note 2 and Note 11)

Shares repurchased (Note 13)

( 2,733,557 )

Restricted stock granted (Note 13)

Exercise of stock options (Note 13)

Stock-based compensation charge

Reversal of stock-based compensation

charge (Note 13)

Adumo non-controlling interest

acquired (Note 2)

Dividends paid to non-controlling

Other comprehensive loss (Note 12)

Balance – December 31, 2024

( 28,297,365 )

(A) Revised to correct the errors discussed in Note 1.

LESAKA TECHNOLOGIES, INC.

Unaudited Condensed Consolidated Statements of Changes in Equity

Lesaka Technologies, Inc.

shares, net of

comprehensive

For the six months ended December 31, 2024 (dollar

amounts in thousands)

Balance – July

( 25,563,808 )

Shares issued (Note 2 and Note 11)

Shares repurchased (Note 13)

( 2,733,557 )

Restricted stock granted (Note 13)

Exercise of stock options (Note 13)

Stock-based compensation charge

1 unchanged sentence

charge (Note 13)

Other comprehensive income (Note

Balance – September 30, 2024

Dividends paid to non-controlling

Other comprehensive loss (Note 12)

Balance – December 31, 2024

( 28,297,365 )

(A) Revised to correct the errors discussed in Note 1.

See Notes to Unaudited Condensed Consolidated Financial

LESAKA TECHNOLOGIES, INC.

3 unchanged sentences

comprehensive

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

For the three months ended December 31, 2025 (dollar amounts

in thousands)

Balance – July 1, 2025

Balance – October 1, 2025

( 29,934,044 )

Shares repurchased (Note 13)

Loss recognized related to issue of

shares included in treasury shares

Restricted stock granted (Note 13)

2 unchanged sentences

charge (Note 13)

Deconsolidation of Humble (Note 2)

Net Income (loss)

Other comprehensive income (Note

Balance – September 30, 2025

Balance – December 31, 2025

( 30,234,228 )

(A) Revised to correct the errors discussed in Note 1.

LESAKA TECHNOLOGIES, INC.

Unaudited Condensed Consolidated Statements of Changes in Equity

Lesaka Technologies, Inc.

For the six months ended December 31, 2025 (dollar

amounts in thousands)

Balance – July 1,

( 29,934,044 )

Shares repurchased (Note 13)

Loss recognized related to issue of

shares included in treasury shares

Restricted stock granted

Stock-based compensation charge

Reversal of stock-based compensation

charge (Note 13)

Deconsolidation of Humble (Note 2)

Other comprehensive income (Note

Balance – December 31, 2025

( 30,234,228 )

(A) Revised to correct the errors discussed in Note 1.

See Notes to Unaudited Condensed Consolidated Financial

LESAKA TECHNOLOGIES, INC.

Unaudited Condensed Consolidated Statements of Cash Flows

Three months ended

September 30,

Six months ended

(In thousands)

Cash flows from operating activities

Net income (loss)

Depreciation and amortization

Movement in allowance for doubtful accounts receivable and finance loans receivable

Earnings from equity-accounted investments (Note 6)

Movement in allowance for doubtful accounts receivable

Fair value adjustment related to financial liabilities

Interest payable

Facility fee amortized

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

Loss on disposal of equity securities (Note 6)

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

Earnings from equity-accounted investments

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

Profit on disposal of property, plant and equipment

Movement in interest payable

Facility fee amortized

Stock-based compensation charge (Note 13)

Changes in net working capital

(Increase) Decrease in accounts receivable and other receivables

Dividends received from equity-accounted investments

Increase in accounts receivable

Increase in finance loans receivable

(Decrease) Increase in inventory

Decrease in accounts payable and other payables

Increase in taxes payable

(Increase) Decrease in inventory

Increase (Decrease) in accounts payable and other payables

(Decrease) Increase in taxes payable

Decrease in deferred taxes

Net cash provided by (used in) operating activities

Net cash used in operating activities

Cash flows from investing activities

2 unchanged sentences

Acquisition of intangible assets

Acquisitions, net of cash acquired

Cash disposed on disposal of subsidiary

Investment in equity securities

Proceeds from disposal of equity securities (Note 6)

Net change in settlement assets

Net cash (used in) provided by investing activities

Net cash used in investing activities

Cash flows from financing activities

3 unchanged sentences

Repayment of long-term borrowings (Note 9)

Non-refundable deal origination fees (Note 9)

Acquisition of treasury stock (Note 13)

Proceeds from exercise of stock options

Guarantee fee

Dividends paid to non-controlling interest

Net change in settlement obligations

Net cash used in financing activities

Effect of exchange rate changes on cash

Net decrease in cash, cash equivalents and restricted cash

Net cash provided by (used in) financing activities

Effect of exchange rate changes on cash and cash equivalents

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

Cash, cash equivalents and restricted cash – beginning of period

Cash, cash equivalents and restricted cash – end of period (Note 15)

(A) Revised to correct the errors discussed in Note 1.

See Notes to Unaudited Condensed Consolidated Financial Statements

1 unchanged sentence

Notes to the Unaudited Condensed Consolidated Financial Statements

for the three months ended September 30, 2025 and 2024

for the three and six months ended December 31, 2025 and 2024

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

8 unchanged sentences

subsidiaries over

the rules and regulations

of the United States Securities

and Exchange Commission for

Quarterly Reports on Form

information and

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

financial reporting.

for interim financial

of operations

months ended September 30, 2025 and 2024, are not necessarily indicative of

the results for the full year.

for the three

months ended December 31, 2025 and

2024, are not necessarily indicative

of the results for the full year.

The Company believes that

12 unchanged sentences

Revision of Previously Issued Financial Statements

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 $

Understatement of cost and accumulated depreciation

for computer equipment

In October 2025, the Company

identified that it had understated

its June 30, 2025, amounts

of cost and accumulated depreciation

equipment reported as

30, 2025, was

not impacted by

The Company has

accumulated depreciation presented

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

the amount from $

The Company assessed the materiality of this error and change in presentation on prior period consolidated

financial statements

in accordance with SEC Staff Accounting Bulletin (“SAB”) No.

99“Materiality” and SAB No.

108, “Considering the Effects of Prior

Misstatements

Company has concluded

that previously issued

financial statements were

not materially misstated

based upon overall

considerations

of both quantitative and qualitative factors.

Understatement of cost of goods sold, IT processing,

servicing and support due to incorrect claim of indirect

Subsequent to the issuance

of the Company’s

Quarterly Report on Form

10-Q for the three

months ended September

statements of

comprehensive

loss, consolidated

statement of cash flows and

related notes to the

consolidated financial statements included in

previously filed Annual Reports on

10-K and Quarterly Reports on Form 10-Q since June 30, 2022, and these filings were incorrect.

In these previous filings, the amount

the Company’s

statements of

IT processing,

consolidated statements of operations and other payables and retained

earnings in the consolidated balance sheet

The Company has

also determined that

be liable for

penalties and interest

related to the

indirect taxes not

timely manner and has recorded the penalties in the selling,

general and administration expense and the interest in interest expense

the revised consolidated statements of operations.

The cumulative sum of the penalties and interest are included in other payables and

retained earnings in the revised consolidated balance sheet.

The Company has determined

that at this time

it is more likely

than not that it

will be unable to

claim an income tax

related to the error, however,

it is performing further analysis of

its tax position with its external tax advisors.

Therefore, there are no

income tax adjustments reflected in these condensed consolidated

financial statements related to the correction of this error.

Basis of Presentation and Summary of Significant Accounting

Policies (continued)

Revision of Previously Issued Financial Statements (continued)

Understatement of cost

of goods sold,

IT processing, servicing and

support due to

incorrect claim of indirect taxes

The Company assessed the materiality of this error and change in presentation on prior period consolidated

financial statements

99“Materiality”

Misstatements

Misstatements in

Financial Statements.”

this assessment,

has concluded

considerations

qualitative factors.

has revised the

previous presentations

on the condensed

consolidated statements

of operations

for the three

six months ended December

31, 2024, and corrected them

in this filing.

has also included the impact

of the correction

statements of

2025, included in

these revisions has

increased cost

sold, IT processing,

selling, general

and administration

interest expense,

subtotals from

operating income

income (loss) attributable to Lesaka for the affected periods.

Specifically,

six months ended

December 31, 2025,

Cost of goods

sold, IT processing,

servicing and

support increased

administration

million, Interest

expense increased

(loss) attributable

result of the correction

to amounts reported

for the three months

ended September 30,

Basic and Diluted

loss per share for

six months ended December 31, 2025, were not impacted

by the correction to amounts reported for

the three months ended September

the condensed

consolidated balance

and corrected

these amounts

are presented as

comparative prior

period amounts in

other payables and

retained earnings and

affected subtotals

The tables below present the impact of

the revisions to specific captions to

the Company’s condensed consolidated balance sheet

and condensed consolidated statement of operations for the periods

Condensed consolidated balance sheet

June 30, 2025

Other payables

Accumulated other comprehensive loss

Retained earnings

Condensed consolidated statement of operations

Three months ended December 31, 2024

(in thousands, except per share data)

Cost of goods sold, IT processing, servicing and support

Selling, general and administration

Interest expense

Basic income (loss) per share attributable to Lesaka shareholders

Diluted income (loss) per share attributable to Lesaka shareholders

Condensed consolidated statement of operations

Six months ended December 31, 2024

(in thousands, except per share data)

Cost of goods sold, IT processing, servicing and support

Selling, general and administration

Interest expense

Basic income (loss) per share attributable to Lesaka shareholders

Diluted income (loss) per share attributable to Lesaka shareholders

Basis of Presentation and Summary of Significant Accounting

Policies (continued)

Recent accounting pronouncements adopted

In December 2023, the Financial Accounting

In December 2023,

the Financial Accounting

Standards Board (“FASB”)

15 unchanged sentences

Recent accounting pronouncements not yet adopted

as of September 30, 2025

as of December 31, 2025

Statement—Reporting

37 unchanged sentences

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

26 unchanged sentences

and interim reporting

periods during that

Early adoption is permitted.

periods during that fiscal

adoption is permitted.

prospectively,

10 unchanged sentences

statements and related disclosures.

issued guidance

Interim Reporting

amendments, an

provides “interim financial

statements and notes

in accordance with

GAAP.” The updated guidance also

addresses the

form and content

of such financial statements, adds lists to ASC 270 of the interim disclosures required by all other Codification topics, and establishes

under which an

entity must “disclose

events since the

last annual reporting

period that have

a material impact

on the entity.”

stated in the

proposed guidance and

reiterates in the ASU,

the amendments are

not intended to “change

the fundamental nature

of interim reporting

reduce current interim

disclosure requirements.” This

guidance is effective

Company beginning

interim reporting

periods during

Early adoption

is permitted.

ay apply the guidance prospectively,

retrospectively, or via a modified

prospective transition method.

and Dispositions

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

4 unchanged sentences

Limited (“Recharger”)

acquisition of

(“Bank Zero”)

(which transaction

the proposed acquisition of Bank Zero Mutual Bank (“Bank Zero”) (which transaction

remains conditional).

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

The cash paid,

received related

to the Company’s

acquisitions during

the six months

ended December

summarized in the table below:

Total cash paid

cash acquired

Total cash paid, net

of cash received

2026 Proposed acquisitions of Bank Zero

15 unchanged sentences

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

The Company incurred transaction-related expenditures of $

million and $

million during the three and six months ended

December 31, 2025, respectively,

related to the proposed acquisition of

The Company’s

accruals presented in Note 10 of

as December 31,

2025, includes an

accrual of transaction related

expenditures of $

million and the

Company expects to

incur further transaction

during the 2026 fiscal year.

incur further

transaction costs of $

million during the 2026 fiscal year.

2026 Acquisitions

Prism Holdings

(“Gravaton”) and Atom Operations Proprietary Limited (“Atom”).

Pursuant to the Atom Purchase Agreement and subject to its terms

and conditions, Prism agreed to

acquire, and Gravaton agreed

to sell, all of

the outstanding equity interests

in Atom for a

total purchase

consideration of

million which comprised

million, translated at

December 1, 2025

exchange rates)

shares of the Company’s

shares of common stock (which

had an aggregate value

The transaction

related to this acquisition.

2025 Acquisitions

On November 19,

16 unchanged sentences

The transaction closed on March 3, 2025.

Acquisitions (continued)

2025 Acquisitions (continued)

Acquisitions and Dispositions (continued)

September 30,

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

The final purchase

allocation of

the Recharger

acquisition, translated

foreign exchange

rates applicable

acquisition, is

the table below:

preliminary purchase

price allocation

acquisition, is provided in the table below:

Final purchase price allocation

13 unchanged sentences

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 acquisitions

and the proposed

acquisition of Bank Zero during the three months ended September

30, 2025 and 2024:

transaction costs

Zero acquisition

December 31, 2024.

below presents transaction costs incurred

related to the acquisitions of Adumo

and Recharger,

proposed acquisition of Bank Zero during the three and six months

ended December 31, 2025 and 2024:

Three months ended

September 30,

Six months ended

Bank Zero transaction costs

1 unchanged sentence

Recharger transaction costs

Selling, general

and administration

to Transaction

costs related

Zero acquisitions

ondensed consolidated statement of operations for the three months

ended September 30, 2024.

respectively, have been allocated from Selling, general and administration to

Transaction costs related to Adumo, Recharger and Bank

unaudited condensed

statement operations

ended December

Pro forma results related

to acquisitions

Pro forma results of operations have not been presented for the

acquisition of Atom because the effect of this acquisition was not

material to the Company.

Since the closing of these

acquisitions, Atom has contributed

revenue and net income of

million, respectively, for the six

months ended December 31, 2025.

Acquisitions and Dispositions (continued)

December 2025 disposal of Humble

investment in

Humble Software

Proprietary Limited

(“Humble”) and

the Company’s

consideration.

The fair value of these

shares of the Company’s common stock on December 1, 2025, was $

been included in

the Company’s

treasury shares.

The table below

presents the impact

of the deconsolidation

and the calculation of the net loss recognized on deconsolidation:

Deconsolidation of Humble

Fair value of consideration received

Add carrying value of noncontrolling interest on deconsolidation

carrying value of Humble, comprising

Cash and cash equivalents

Accounts receivable, net

Property, plant and equipment,

Intangible assets, net

Deferred income taxes assets

Accounts payable

Other payables

Income taxes payable

Released from accumulated other comprehensive income – foreign

currency translation reserve

Loss recognized on disposal, before transaction costs

Loss recognized on disposal, before tax

Taxes related to gain

recognized on disposal

Tax benefit related

to loss recognized on disposal

Release of valuation allowance

Loss recognized on disposal, after tax

(1)The Company incurred a capital loss of $

The Company recorded a valuation allowance of $

million related

to the capital loss generated.

Accounts receivable, net and other receivables and

1 unchanged sentence

Accounts receivable, net and other receivables

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

The Company’s accounts receivable,

net, and other receivables as of December 31, 2025, and June 30, 2025, are presented in

the table below:

September 30,

Accounts receivable, trade, net

4 unchanged sentences

Charged to statement of operations

Deconsolidation

Foreign currency adjustment

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

September 2025:

Current portion of total held to maturity investments

December 2025:

Other receivables

17 unchanged sentences

rather a matter of operational timing.

Credit risk in respect of trade receivables are generally not

significant and the Company has not developed a sophisticated model

Credit risk in respect of trade receivables

is generally not significant and the

Company has not developed a sophisticated

for these basic

26 unchanged sentences

The Company’s finance

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

loans receivable, net, as of December 31, 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 receivable with an aggregate balance of $

million as of September 30, 2025 have been pledged as

Certain merchant finance loans receivable with an aggregate balance

million as of December 31, 2025 have been pledged as

security for the Company’s

21 unchanged sentences

for the lending

The allowance

for credit losses

related to these

microlending finance

The allowance for

credit losses related

to these microlending finance

loans receivables

3 unchanged sentences

lifetime loss

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,

rate as of each of June 30,

2025 and December 31, 2025,

The performing component (that

is, outstanding loan payments

the outstanding

Merchant finance loans receivable

38 unchanged sentences

non-performing

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, of the outstanding lending

June 30, 2025.

The performing component, under-

performing component and non-performing

component of the book represents

approximately

%, respectively,

outstanding lending book as of September 30, 2025.

outstanding lending book as of December 31, 2025.

The Company’s inventory

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

September 30,

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

Raw materials

128 unchanged sentences

consequently,

amount that the Company may obtain in a subsequent sale of these securities may significantly differ

from the reported market value.

significantly

reported market value.

Equity liquidity risk

33 unchanged sentences

Asset measured at fair value using significant unobservable inputs – investment

The Company’s Level 3 asset represents an investment of

class “A” shares in Cell

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

class “A” shares

(“Cell C”), a

significant mobile

telecoms provider

In November 2025,

Cell C completed a

restructuring process in anticipation

of its listing on

the securities exchange

by the JSE Limited.

Under this process, a new holding company,

Cell C Holdings Limited (“Cell C Listco”), was established for Cell

C, with a transaction

step including the transfer

of shares in Cell

C by its existing

shareholders to Cell C

Listco in exchange

C Listco issuing shares to

the existing Cell C shareholders

(the “Flip-up”).

Company exchanged its

class “A” shares

in Cell C for

shares in Cell C Listco.

Cell C Listco listed on November 23, 2025.

On October 31, 2025, in considering the proposed restructure

and listing of Cell C Listco, Lesaka SA entered into an

Prepaid Company

Proprietary Limited

implemented, its

shares in Cell C Listco) (“Relevant Shares”), if certain conditions are met.

terms of the agreement, if:

then Lesaka SA could choose to either hold the shares, or sell the Relevant Shares to TPC for a purchase price equal to ZAR

the listing did

November 30, 2025

than this date,

it is determined

that the listing

will not proceed),

then Lesaka SA

could sell the Relevant

Shares to TPC for

this sale and before

April 30, 2026, the

Listing occurs and the

list price per share

(“A”) is more than the

price paid to Lesaka

SA per Relevant Share

(the aggregate

million) (“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.

The value of Lesaka SA’s

shares in Cell C Listco was less than ZAR

million on listing and Lesaka SA elected to sell its Cell

C Listco shares to TPC for ZAR

million) and received the cash proceeds in December 2025.

discounted cash

the fair value

of its investment in

September 30, 2025

and June 30, 2025,

respectively,

and valued Cell

September 30,

2025, respectively.

marketability

minority discount

% (June 2025:

utilized the latest

business plan provided

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:

investment in

and valued Cell C

(zero) as of June

assumed that Cell C’s

deferred tax assets would

be utilized over

the forecast period.

The Company has assumed a marketability discount of

% as of June 2025 and a minority discount of

Company utilized the latest business plan provided

by Cell C management for the period ended May 31, 2030,

for the June 30, 2025,

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

Weighted Average

Cost of Capital ("WACC"):

% as of June 30, 2025)

Long term growth rate:

% as of June 30, 2025)

Marketability discount:

% as of June 30, 2025)

Minority discount:

% as of June 30, 2025)

Net adjusted external debt - September 30, 2025:

billion), no lease liabilities included

Net adjusted external debt - June 30, 2025:

2 unchanged sentences

dollars at exchange rates applicable as of

September 30, 2025.

(2) translated from ZAR to U.S.

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

Cell C investment of a

% decrease and

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

2.5% increase

2.5% decrease

EBITDA margin

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:

The following table

Company’s assets measured at

fair value on

of December 31,

2025, according

to the fair value hierarchy:

Quoted Price in

1 unchanged sentence

for Identical

Investment in Cell C

Related to insurance

21 unchanged sentences

Total assets at fair value

There have been

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

During the three and six

months ended December 31,

2025, respectively, the Company transferred its investment in

Cell C Listco

respectively,

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

3, during the three months ended September 30, 2025 and 2024.

the Company recorded an

increase in the carrying

value of its investment

in Cell C Listco

prior to the disposal

equity securities.

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

carrying value

recurring basis,

and categorized

months ended December 31, 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 three months ended September

categorized within Level 3, during the six months ended December 31, 2025:

Carrying value

Balance as of June 30, 2025

Gain on fair value re-measurement

Disposal of investment in Cell C

Foreign currency adjustment

Balance as of September 30, 2025

Balance as of December 31, 2025

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

South African rand against the U.S.

the carrying value.

he carrying value.

Fair value of financial instruments (continued)

2 unchanged sentences

a recurring basis, and

categorized within Level 3, during the three months ended September

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

Carrying value

1 unchanged sentence

Foreign currency adjustment

Balance as of September 30, 2024

Balance as of December 31, 2024

foreign currency

26 unchanged sentences

Equity-accounted investments

The Company’s ownership

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

The Company’s

ownership percentage in its equity-accounted

investments as of December 31,

2025, and June 30, 2025, was as

September 30,

Sandulela Technology

(Pty) Ltd (“Sandulela”)

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

(Proprietary) Limited (“Sandulela”)

SmartSwitch Namibia (Proprietary) Limited (“SmartSwitch Namibia”)

SmartSwitch Namibia

equity-accounted

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

December 31, 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 September

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

31, 2025, and June 30, 2025:

September 30,

Investment in

% of Cell C (June 30, 2025:

Total equity investments

Investment in Cell C (June 30, 2025:

%) at fair value (Note 5)

Investment in

% of Cowdi at fair value

Investment in

% of CPS (June 30, 2025:

4 unchanged sentences

Total other long-term

investment at

impairment, if

minus changes

resulting from

observable price

(1) The Company disposed of its entire shareholding in Cell C in December

2025, refer to Note 5 for additional information.

(2) The Company determined

that Cowdi and CPS do

not have a readily

determinable fair value and

therefore elected to record

its investments

at cost minus impairment, if

any, plus or minus changes resulting

from observable price changes in

orderly transactions

7 unchanged sentences

Other long-term assets (continued)

Cowdi Limited (“Cowdi”), an entity incorporated in England and Wales,

with operations through a Kenyan wholly-owned subsidiary

offering digital

loans to customers

in that country.

The Company also

million credit facility

was undrawn as of December 31, 2025.

The Company previously owned

equity shares of One MobiKwik

Systems Limited (“MobiKwik”).

determinable fair

investment in

impairment, if

minus changes

resulting from

observable price

orderly transactions

investment of

issuer (“cost plus or minus changes

in observable prices equity securities”).

From the date of MobiKwik’s

listing, the Company used

determine the fair value

of the equity securities

owned by the Company.

The Company determined

a fair value per

MobiKwik share

exchange rates applicable

December 31, 2024).

The Company used

this valuation

its adjustment

its investment

million as of December 31,

The change in the

fair value of MobiKwik for

the three and six months ended

million, is included in the

caption “Change in fair

value of equity securities”

in the consolidated statement of

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

The Company disposed of its entire shareholding in MobiKwik in June 2025.

Summarized below

4 unchanged sentences

fair value and

maturity investments as of September 30, 2025:

maturity investments as of December 31, 2025:

Equity securities:

Investment in Cowdi

Investment in CPS

8 unchanged sentences

Summarized below is the movement in the carrying value of goodwill

for the three months ended September 30, 2025:

for the six months ended December 31, 2025:

Balance as of June 30, 2025

Deconsolidation of Humble (Note 2)

Foreign currency adjustment

Balance as of September 30, 2025

Balance as of December 31, 2025

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

4 unchanged sentences

Balance as of June 30, 2025

Deconsolidation of Humble (Note 2)

Foreign currency adjustment

Balance as of September 30, 2025

Balance as of December 31, 2025

(1) The foreign

2 unchanged sentences

against the U.S.

n the carrying value.

Goodwill and intangible assets, net (continued)

on the carrying value.

Intangible assets, net

1 unchanged sentence

Summarized below is

the carrying value and

accumulated amortization of

intangible assets as of

September 30, 2025, and

As of September 30, 2025

the carrying value

and accumulated amortization

of intangible assets as

of December 31,

2025, and June

As of December 31, 2025

As of June 30, 2025

8 unchanged sentences

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.

certain brands aligned in December

The change in

the useful lives

resulted in a

brands has resulted in

the useful lives of

certain of the Company’s

amortization expense of

million and $

million during the three

and six months ended

December 31, 2025 compared

three and six months ended December 31, 2024.

change in the useful lives resulted in a $

million and $

million increase in

the Company’s net loss from

operations for

September 30,

significant impact

not impact prior periods.

the Company’s

net loss from continuing operations

for the three and six

months ended December 31, 2025,

respectively, and

ave a significant impact on earnings (loss) per share.

The change did not impact prior periods.

Goodwill and intangible assets, net (continued)

Intangible assets, net (continued)

Aggregate amortization

expense on the

finite-lived intangible assets

for the three

months ended September

respectively.

thereafter, assuming exchange rates that

prevailed on September 30,

is presented in

the table below.

Actual amortization expense

in future periods could differ from

this estimate as a

result of acquisitions, changes in useful

lives, exchange rate fluctuations and other

relevant factors.

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

finite-lived intangible

assets for the

ended December

million and $

million, respectively.

Aggregate amortization expense on the

finite-lived intangible assets for

the six months

ended December 31, 2025 and 2024,

million and $

million, respectively.

Future estimated annual amortization expense

five fiscal years

and thereafter,

assuming exchange

rates that prevailed

Actual amortization expense in future periods could differ from this estimate

as a result of acquisitions, changes

in useful lives,

exchange rate fluctuations and other relevant factors.

Fiscal 2026 (excluding six months ended December 31, 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 three

months ended September 30, 2025:

Summarized below

reinsurance assets

and policyholder

liabilities under

insurance contracts

months ended December 31, 2025:

Balance as of June 30, 2025

2 unchanged sentences

Foreign currency adjustment

Balance as of September 30, 2025

Balance as of December 31, 2025

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

15 unchanged sentences

Assets and policyholder liabilities under investment contracts

and policyholder

liabilities under

investment contracts

ended September 30, 2025:

Summarized below is the movement

in assets and policyholder

liabilities under investment contracts during

the six months ended

December 31, 2025:

Balance as of June 30, 2025

1 unchanged sentence

Foreign currency adjustment

Balance as of September 30, 2025

Balance as of December 31, 2025

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

1 unchanged sentence

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

The Company does not offer any investment products with guarantees

related to capital or returns.

The Company does not offer any investment products with

guarantees related to capital or returns.

audited consolidated

33 unchanged sentences

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

in South Africa, on December 31, 2025, was

Movement in short-term credit facilities

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

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

of December 31, 2025, and

the movement in the Company’s short-

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

Short-term facilities available as of December 31, 2025

Indirect and derivative facilities

3 unchanged sentences

Foreign currency adjustment

Balance as of September 30, 2025

Balance as of December 31, 2025

No restrictions as to use

Interest rate as of September 30, 2025 (%)

Interest rate as of December 31, 2025 (%)

Interest rate as of June 30, 2025 (%)

1 unchanged sentence

Balance as of June 30, 2025

Guarantees cancelled

Foreign currency adjustment

Balance as of September 30, 2025

Balance as of December 31, 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 September 30, 2025 and

on the condensed consolidated statement of operations during the three months ended December 31, 2025 and 2024, was $

million, respectively.

Interest expense incurred

under the Company’s

South African short-term

borrowings and included

the caption interest

expense on the condensed

consolidated statement of

operations during the

six months ended

December 31, 2025

and 2024, was $

million and $

million, respectively.

balance of ZAR

million) on the

The repayment is

included in the

caption repayment

of bank overdraft

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

Borrowings (continued)

11 unchanged sentences

Foreign currency adjustment

Closing balance as of September 30, 2025

Closing balance as of December 31, 2025

Included in current

5 unchanged sentences

Due within 5 years

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

Interest rates as of December 31, 2025 (%):

Base rate (%)

28 unchanged sentences

% per annum on the utilized balance.

(5) Interest is charged at prime less 0.10% per annum on

the utilized balance.

(6) Interest is charged at prime plus

2 unchanged sentences

caption interest expense

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

on the condensed consolidated statement of operations during the three months ended December 31, 2025 and 2024, was $

million, respectively.

Prepaid facility fees amortized

included in interest expense

during the three months

ended September

Prepaid facility fees

amortized included

in interest expense

during the three

months ended December

31, 2025 and 2024, respectively,

1 unchanged sentence

million, respectively.

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

caption interest expense

on the condensed

consolidated statement of

operations during the

six months ended

December 31, 2025

and 2024, was

million, respectively.

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

2025 and 2024, respectively,

million and $

million, respectively.

Borrowings (continued)

Movement in long-term borrowings (continued)

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

CCC and K2020 facilities relates to

three months ended

December 31, 2025) and

interest incurred under

the Company’s

CCC and K2020 facilities

relates to borrowings

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

4 unchanged sentences

on the condensed consolidated statement of operations

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

for the three months ended December 31, 2025 and 2024.

Interest expense incurred under the Company’s

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

ended December

incurred under

the Company’s

K2020 facilities

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

million and $

million, respectively, and is

included in the caption cost of

goods sold, IT processing, servicing and support

on the condensed consolidated statement of operations

for the six months ended December 31, 2025 and 2024.

cancelled Adumo’s

arrangements on

settled Adumo’s

The repayment

borrowings included on the Company’s unaudited condensed consolidated statements

of cash flows for

the three and six

December 31, 2024.

Other payables

Summarized below is the breakdown of other payables as of September

Summarized below is the breakdown of other payables as of December

31, 2025, and June 30, 2025:

September 30,

wallet balances

3 unchanged sentences

Payroll-related payables

(A) Value-added

Other payables

discussed in Note 1.

Other includes deferred income, client deposits and other payables.

In December 2025,

the Company determined

that the liquidation

an advanced stage

and released an

accrual raised

at the time of

deconsolidation.

The release has

been included in the

caption “Other income” in

the consolidated statement of

for the three and six months ended December 31, 2025.

Capital structure

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

net of treasury

The following table presents a

2 unchanged sentences

unaudited condensed

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

consolidated statement of changes in

equity during the six months ended

December 31, 2025 and 2024, respectively,

and the number

of shares, net of treasury,

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

31, 2025 and 2024, respectively:

September 30,

Number of shares, net of treasury:

7 unchanged sentences

other comprehensive

September 30, 2025:

December 31, 2025:

Three months ended

September 30, 2025

Balance as of July 1, 2025

Release of foreign currency translation reserve related to liquidation of equity

December 31, 2025

Balance as of October 1, 2025

Movement in foreign currency translation reserve related to disposal of

Movement in foreign currency translation reserve

Balance as of September 30, 2025

Accumulated other comprehensive loss (continued)

Balance as of December 31, 2025

below presents

2 unchanged sentences

component during

September 30, 2024:

December 31, 2024:

Three months ended

September 30, 2024

December 31, 2024

Balance as of October 1, 2024

Movement in foreign currency translation reserve related to liquidation

of subsidiaries

Movement in foreign currency translation reserve

Balance as of December 31, 2024

(A) Accumulated other comprehensive loss and Total

as of October 1, 2024, have each

increased by $

million as a result of

the correction discussed in Note 1.

other comprehensive loss and Total

for the three months ended December 31, 2024,

have each decreased by $

million as a result of the correction discussed in

Note 1 to the amount included in the caption Movement

comprehensive

decreased by $

million as a result of the correction discussed in Note 1.

comprehensive

December 31, 2025:

Six months ended

December 31, 2025

Balance as of July 1, 2025

Release of foreign currency translation reserve related to liquidation of equity

Release of foreign currency translation reserve related to liquidation of subsidiaries

Movement in foreign currency translation reserve

Balance as of September 30, 2024

ended September

reclassified losses

accumulated other

Balance as of December 31, 2025

(A) Accumulated other comprehensive loss and Total

as of July 1, 2025, have each decreased by $

million as a result of the

correction discussed in Note 1.

Accumulated other comprehensive loss

for the six months ended

December 31, 2025, have

each increased by

million as a result

of the correction,

as discussed in Note

1, to the amount

included in the caption

currency translation

September 30,

other comprehensive

otal as of December 31, 2025, have each increased by $

million as a result of the correction discussed in Note 1.

Accumulated other comprehensive loss (continued)

comprehensive

December 31, 2024:

Six months ended

December 31, 2024

Balance as of July 1, 2024

Movement in foreign currency translation reserve related to liquidation

of subsidiaries

Movement in foreign currency translation reserve related to equity-accounted

Balance as of December 31, 2024

(A) Accumulated other

comprehensive loss and Total

as of July 1,

2024, have each decreased

million as a result of

correction discussed in Note 1.

Accumulated other comprehensive loss

for the six months ended

December 31, 2024, have

each decreased by

million as a result

of the correction

discussed in Note

amount included in

the caption Movement

foreign currency translation reserve.

Accumulated other comprehensive loss and Total as of December

31, 2024, have each decreased

million as a result of the correction discussed in Note 1.

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.

comprehensive

equity-accounted investment.

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

the three months ended September 30, 2024.

each of the three and six

months ended December 31,

2025, the Company reclassified

million, respectively, from accumulated other comprehensive loss (accumulated foreign currency translation reserve) to net loss

related to the disposal of a subsidiary.

During each of the three and six months ended December 31, 2024, the Company reclassified a

million, respectively,

from accumulated

other comprehensive

loss (accumulated

foreign currency

translation reserve)

o net loss related to the liquidation of subsidiaries.

Stock-based compensation

5 unchanged sentences

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

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

Board resolved

shareholders to increase the

number of shares

available for issuance under

the 2022 Plan by

2025, the Company’s shareholders approved

the amendment.

Stock option and restricted stock activity

The following table summarizes stock option activity for the three months

ended September 30, 2025 and 2024:

The following table summarizes stock option activity for the six months

ended December 31, 2025 and 2024:

Outstanding - June 30, 2025

Outstanding - September 30, 2025

Outstanding - December 31, 2025

Outstanding - June 30, 2024

Outstanding - September 30, 2024

Granted – December 2023

Granted – November 2020

Outstanding - December 31, 2024

stock options were awarded

during the three months

ended September 30, 2025

stock options were exercised

ended September

Employees forfeited

during the three and

six months ended

December 31, 2025.

Company awarded

an executive officer

three and six

months ended December

31, 2024, with

strike prices ranging

stock options

three months ended September 30, 2024.

the executive

continued employment

with the Company through to the vesting date.

stock options expire on January 31, 2029.

stock options were exercised or forfeited during the three

and six months ended December 31, 2025.

and six months

ended December 31,

2024, the Company

million from the

stock options, respectively.

Employees forfeited an aggregate of

stock options during each of the three and six months ended December 31, 2024.

assumptions noted in the

following table.

The estimated

expected volatility is calculated

based on the Company’s

-day volatility.

The estimated

expected life

determined based

historical behavior

granted options

with similar terms.

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 six months

ended December

Expected volatility

Expected dividends

Expected life (in years)

Risk-free rate

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

September 30, 2025:

and expecting to vest - September 30, 2025

December 31, 2025:

and expecting to vest - December 31, 2025

These options have an exercise price range of $

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

Exercisable - December 31, 2025

stock options became exercisable during each

of the three and six

months ended December 31, 2025 and

issues new shares to satisfy stock option exercises.

Stock-based compensation (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.

Stock option and restricted stock activity (continued)

Restricted stock

The following table summarizes restricted stock activity for the three

months ended September 30, 2025 and 2024:

The following table summarizes restricted stock activity for the six

months ended December 31, 2025 and 2024:

restricted stock

6 unchanged sentences

Granted – September 2025

Granted – October 2025

Granted – November 2025

Granted – November 2025, with performance conditions

– August 2025

Non-vested – September 30, 2025

– October 2025

– November 2025

– December 2025

Forfeitures December 2022 award with market conditions

Non-vested – December 31, 2025

Non-vested – June 30, 2024

1 unchanged sentence

Granted – August 2024

Non-vested – September 30, 2024

August and September

Granted – October 2024

Granted – November 2024, with performance conditions

– November 2024

– November 2024, with performance conditions

– December 2024

Non-vested – December 31, 2024

Stock-based compensation (continued)

Stock option and restricted stock activity (continued)

Restricted stock (continued)

August, September,

November 2025,

respectively,

the Company granted

shares of restricted stock

to employees which have

time-based vesting conditions and which

are subject to the

continued employment with the Company through the applicable vesting

Company awarded

restricted stock

group comprising

employees and

subject to a time-based vesting condition and a market condition and vest in full only on the date, if any, that the following conditions

are satisfied:

(1) a compounded annual

% appreciation in the Company’s stock price off a base

over the measurement

period commencing on November 1, 2025

through October 31, 2028, and (2) the recipient

is employed by the Company on a full-time

basis through to October 31, 2028.

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 October 31, 2025, 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 2028, the Company’s

October 31, 2027 is

times higher (i.e.

or higher) than $

Fiscal 2029, the Company’s

October 31, 2028 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.

In August 2024 and

October 2024, respectively, 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

to grant an advisor

shares per month in

lieu of cash for services

provided to the Company.

stock to employees

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

the applicable vesting dates.

In November 2024, the

Company awarded

shares of restricted stock to

a group comprising employees

and which are

subject to a time-based vesting condition and a market condition

and vest in full only on the date, if any,

that the specified conditions

are satisfied.

has agreed to

grant an advisor

shares per month

hoc consulting services

The Company and

the advisor have

agreed that the

Company will issue

the shares to

in arrears, on

a quarterly basis.

the three months ended September 30,

2025, the Company recorded a stock-based

the Company will

shares to the

advisor, in arrears, on

During the three and six months ended

December 31, 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.

respectively,

outstanding share count.

December 2025,

restricted stock

Certain employees elected for

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.

In July 2024,

shares of restricted stock granted

to our former Group CEO,

In November and

December 2024, an

treasury shares.

November 2024,

103,638 shares of

restricted stock with

performance conditions

(share price targets)

vested following the achievement of the agreed performance condition.

Stock-based compensation (continued)

Restricted stock (continued)

and September

stock granted

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

respectively,

restricted stock following termination of their employment with the Company.

restricted stock

were forfeited

officers (including

market condition (related to share price performance) were not achieved.

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

Stock-based compensation charge and unrecognized compensation

The Company recorded a

stock-based compensation charge, net,

excluding charges related to

the post-combination compensation

respectively, which

stock-based compensation

three months ended

December 31, 2025

million and $

million, respectively, which

Allocated to cost

3 unchanged sentences

administration

Three months ended September 30, 2025

Three months ended December 31, 2025

Stock-based compensation charge

Reversal of stock compensation charge related to ESOP

Stock compensation charge related to ESOP

Reversal of stock compensation charge related to restricted

1 unchanged sentence

Total - three months

ended September 30, 2025

Three months ended September 30, 2024

ended December 31, 2025

Three months ended December 31, 2024

Stock-based compensation charge

Reversal of stock compensation charge related to restricted

stock forfeited

Total - three months

ended September 30, 2024

ended December 31, 2024

The Company recorded

a stock-based compensation

charge, net, during

the six months ended

December 31, 2025 and

million and $

million respectively, which

Allocated to cost

of goods sold, IT

servicing and

selling, general

administration

Six months ended December 31, 2025

Stock-based compensation charge

Stock compensation charge related to ESOP

Reversal of stock compensation charge related to

stock forfeited

Total - six months ended

December 31, 2025

Six months ended December 31, 2024

Stock-based compensation charge

Reversal of stock compensation charge related to

stock forfeited

Total - six months ended

December 31, 2024

The stock-based compensation charges

3 unchanged sentences

cash compensation paid to the relevant employees.

restricted stock awards was $

Stock-based compensation (continued)

Company expects to

recognize over

December 31, 2025,

the total unrecognized

compensation cost related

to restricted

stock awards was $

million, which the Company expects to recognize over

During the three months ended

September 30, 2025 and 2024,

the Company recorded a deferred

During the three months

ended December 31,

2025 and 2024, the

Company recorded a deferred

tax benefit of $

million, respectively,

the stock-based

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

related to the stock-based compensation charge

recognized related to employees of Lesaka.

During the six

respectively,

these periods

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

because it does not believe that the stock-

based compensation

deduction would

anticipate generating

sufficient taxable

The Company deducts

the difference between

the market value on

the date of exercise

by the option

recipient and the

exercise price

from income subject to taxation in the United States.

Earnings (Loss) per share

has issued redeemable

7 unchanged sentences

adjustments to the

carrying value of the redeemable common stock during

the three months ended September 30, 2025 and 2024.

carrying value of the redeemable

common stock during the three

months ended December 31,

2025 and 2024.

class method presented below does not include the impact of

5 unchanged sentences

June 30, 2025.

(Loss) Earnings per share (continued)

Basic (loss) earnings per share

Basic earnings (loss) per share

includes shares of restricted stock that

6 unchanged sentences

common stock.

Basic (loss) earnings

has been calculated using the two-class

method and basic (loss) earnings per share

for the three months ended September

Basic earnings (loss)

has been calculated using the two-class method and basic earnings (loss) per share

for the three months ended December 31, 2025 and

reflects only undistributed earnings.

The computation below of basic (loss) earnings per

The computation below of basic earnings (loss) per

share excludes the net loss attributable

5 unchanged sentences

of these unvested shares of restricted stock from the denominator.

Diluted (loss)

Diluted earnings

of additional

2 unchanged sentences

instruments had

calculation of diluted (loss) earnings per share utilizing the treasury

calculation of diluted earnings (loss) per share utilizing the treasury

stock method and are not considered to be

4 unchanged sentences

employee stock

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.

(loss) earnings

calculation of

ended December

because the effect would be antidilutive.

The Company has excluded employee stock options to purchase

of common stock from the calculation of diluted loss per share during the six months ended December 31, 2025 and 2024 because the

effect would be antidilutive.

stock granted

earnings per share calculation and the vesting conditions in respect of

a portion of the restricted stock had been satisfied.

of restricted

considered contingently

returnable shares

(loss) per share calculation and the vesting conditions in respect of a portion

of the restricted stock had been satisfied.

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

included in its Annual Report on Form 10-K for the year ended June

Earnings (Loss) per share (continued)

computations using the two-class method:

Three months ended

September 30,

Six months ended

(in thousands except

per share data)

Net loss attributable to Lesaka

Undistributed (loss) earnings

Percent allocated to common shareholders (Calculation 1)

Numerator for (loss) earnings per share:

basic and diluted

Denominator for basic (loss) earnings per share:

per share data)

Net income (loss) attributable to Lesaka

Undistributed earnings (loss)

Percent allocated to common shareholders

(Calculation 1)

Numerator for earnings (loss) per share:

Denominator for basic earnings (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:

Effect of dilutive securities:

Related to acquisitions

Stock options

Denominator for diluted earnings (loss)

adjusted weighted average

common shares outstanding and assuming

Earnings (Loss) per share:

(Calculation 1)

Basic weighted-average common shares outstanding (A)

Basic weighted-average common shares outstanding and unvested restricted

Basic weighted-average common shares

outstanding (A)

Basic weighted-average common shares

outstanding and unvested restricted shares

expected to vest (B)

Percent allocated to common shareholders

(A) Net income (loss) attributable to Lesaka and Undistributed earnings (loss)

for the three and six months ended December 31,

million, respectively,

the correction

(loss) attributable

and Undistributed

earnings (loss)

ended December

has decreased

million, as a

result of the

correction, as discussed

to the amount

included in the

Net income (loss)

attributable to

Lesaka and Undistributed

earnings (loss) for

the three months ended

September 30, 2025.

The correction of

the error did not

Basic and Diluted

loss per share for

the three months ended

December 31, 2024,

or the six months

ended December 31, 2025.

and Diluted loss per share for the six months ended December 31, 2024, each decreased

the Company’s

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

outstanding during the three

and six months ended December

31, 2025, but were not

included in the computation of

diluted earnings

(loss) per share

because the options’

exercise price was

greater than the

average market price

of the Company’s common

the Company’s

were outstanding

during the three and

six months ended

December 31, 2024, but

were not included in

the computation of diluted

(loss) per share

the options’ exercise

price was greater

than the average market

1 unchanged sentence

common stock.

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

which expire at

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

Supplemental cash flow information

The following table presents supplemental cash flow disclosures for

the three months ended September 30, 2025 and 2024:

The following

table presents

ended December

Three months ended

September 30,

Six months ended

Cash received from interest

31 unchanged sentences

cash equivalents

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

September 30,

restricted cash as of December 31, 2025 and 2024, and June 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 months ended September 30, 2025

The following

table presents supplemental

cash flow disclosure

related to leases

six months ended

31, 2025 and 2024:

Three months ended

September 30,

Cash paid for amounts included in the measurement of lease liabilities

Six months ended

Cash paid for amounts included in the measurement of

lease liabilities

Operating cash flows from operating leases

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

Right-of-use assets obtained in exchange for lease

Operating leases

3 unchanged sentences

reconciliation

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

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

Processing fees

11 unchanged sentences

Rest of Africa

disaggregated

reconciliation

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

Processing fees

Rest of Africa

Prepaid airtime sold

Rest of Africa

Lending revenue

Interest from customers

Insurance revenue

Account holder fees

Rest of Africa

Total revenue, derived

from the following geographic

Rest of Africa

Revenue recognition (continued)

2 unchanged sentences

reconciliation

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):

reportable segments for the six months ended December 31, 2025:

Processing fees

11 unchanged sentences

Rest of Africa

Revenue recognition (continued)

Disaggregation of revenue (continued)

disaggregated

reconciliation

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

Processing fees

Rest of Africa

Prepaid airtime sold

Rest of Africa

Lending revenue

Interest from customers

Insurance revenue

Account holder fees

Rest of Africa

Total revenue, derived

from the following geographic

Rest of Africa

These leasing

6 unchanged sentences

from locations

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

million and $

million, respectively.

respectively.

operating lease

expense during

respectively.

arrangements,

4 unchanged sentences

the three months ended

September 30, 2025 and 2024, was $

2025 and 2024,

million, respectively.

The Company’s

short-term lease

expense during

six months ended December 31, 2025 and 2024, was $

million and $

million, respectively.

through Lesaka

leasing arrangement

corporate head

Rosebank, Gauteng,

Parks Proprietary

limited liability

private company

incorporated in

commences on July 1,

renewal options of

beneficial occupation

and is required

million, translated at exchange rates applicable as of December 31, 2025).

The Company expects

to pay an annual basic lease expense

million, translated at

exchange rates applicable

as of December

31, 2025), which

The following table presents supplemental balance

1 unchanged sentence

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

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

September 30,

lease liabilities as of December 31, 2025 and June 30, 2025:

Right of use assets obtained in exchange for lease obligations:

4 unchanged sentences

The maturities of the Company’s

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

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

Maturities of operating lease liabilities

ended June 30,

2026 (excluding three months to September 30, 2025)

2026 (excluding six months to December 31, 2025)

Total undiscounted

11 unchanged sentences

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

to the Company’s

the Company’s

audited consolidated

2 unchanged sentences

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

Operating segments (continued)

The Company’s

chief operating decision maker

(“CODM”) is the Company’s

Executive Chairman.

During the second quarter of fiscal 2025,

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

Company currently has

reportable segments:

Merchant, Consumer and Enterprise.

The CODM analyzes

the Company’s operating performance primarily

based on these three operational lines, namely,

(i) Merchant, which focuses on

both formal and informal sector

Formal sector merchants are generally in

service providers.

Informal sector

merchants, which

sole proprietors

revenues compared

section merchants,

informal urban

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

6 unchanged sentences

financial services

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

loans), payments solutions (digital wallet) and

and to whom we offer

transactional accounts (banking), insurance,

lending (short-term loans), payments solutions

(digital wallet) and

various value-added services;

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

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

prepaid electricity metering

Operating segments

(iii) Enterprise, which comprises large-scale corporate

and government organizations, including but not

limited to banks, mobile

network operators (“MNOs”) and municipalities, and,

through Recharger, landlords

utilizing Recharger’s prepaid electricity

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,

solutions, supplier-enabled payments, international

money transfer and

other) and card-acquiring services

to informal sector

It also includes activities related to the provision of goods and

services provided to corporate and other juristic entities.

processing activities

(including card

the provision

also provides

cash management

services) for

customers, and rental and

license fees from the provision

of point of sales (“POS”)

hardware and software

to the hospitality industry.

The Company also provides cash management and payment services to merchant customers through a digital vault

which is located at

the customer’s

premises and through

which the Company

provide the services

which generate

processing fee revenue.

The Merchant segment includes interest earned from the provision of loans

to its customers, refer to Note 16.

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 account,

loans and insurance

to the provision

of financial services

to customers,

including a bank

insurance products.

charges monthly

administration fees

bank accounts.

Customers that

account managed by the Company are issued cards that

can be utilized to withdraw funds at

an ATM or to transact at a merchant POS.

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

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

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

funeral-benefit

policies, and

policy holders

Company a monthly insurance

also earns fees from the

provision of physical and

digital prepaid and secure

Company a monthly

insurance premium.

Company also earns

fees from the

provision of physical

and digital prepaid

payout solutions for South African businesses.

The Enterprise segment provides

its business and

government-related customers with transaction processing services

electricity metering

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

processing services that involve

the collection,

transmittal and

transaction data.

landlords access

to Recharger’s

prepaid electricity

solution through

1 unchanged sentence

earns commission

prepaid electricity

voucher sales

tenants recharging prepaid meters.

This segment also includes

sales of hardware and licenses to

Hardware includes the sale

technology developed by the Company.

electricity voucher

tenants recharging

prepaid meters.

This segment also

includes sales of

licenses to customers.

Hardware includes

SIM cards and other consumables

which can occur on an ad hoc

Licenses include the right to

use certain technology developed

by the Company.

Operating segments (continued)

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

intangible assets,

equity-accounted

reportable segments.

The Company obtained

lending facility in

February 2025, which

partially used to

lending during

interest related

also included

an intercompany

interest expense

Consumer Segment

Adjusted EBITDA

and six months ended December 31, 2024.

The Company does not allocate once-off items, stock-based compensation charges, depreciation and amortization, impairment of

goodwill or other intangible

assets, other items (including

gains or losses on

disposal of investments, fair

value adjustments

securities), interest

income, certain

interest expense,

equity-accounted investments

to its reportable

Group costs generally include:

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

and related 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

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

the US-listed

to compliance

Sarbanes-Oxley

represent non-recurring expense items, including costs related to acquisitions and

transactions consummated or ultimately not pursued.

mark-to-market

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

during fiscal 2025.

The Stock-based compensation

adjustments reflect stock-based

compensation expense

and are excluded

Segment Adjusted EBITDA to the Company’s

loss before income tax expense.

Our CODM does

not review the

components of segment selling,

general and administration

expenses and is

presented with reports

which include revenue, net revenue (a non-GAAP measure) and Segment Adjusted

Operating segments (continued)

The table below

presents the reconciliation

of revenue from

external customers

to the reportable

segment’s revenue,

expenditures, the Company’s reportable segment’s measure of

profit or loss,

and certain other

segment information for

the three months

ended December 31, 2025 and 2024, respectively,

is as follows:

Three months ended December 31, 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

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

and Segment Adjusted EBITDA.

Segment adjusted EBITDA

(z) includes interest revenue of:

(y) includes interest expense of:

Operating segments

The table below presents

the reconciliation of revenue

from external customers to the

reportable segment’s

Depreciation and amortization

Expenditures for long-lived assets

Three months ended December 31, 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

(z) includes interest revenue of:

(y) includes interest expense of:

Operating segments

Depreciation and amortization

Expenditures for long-lived assets

(A) Cost of goods

sold, IT processing, servicing

and support and Selling,

general and administration for

Merchant and Total

each increased

million, respectively,

correction discussed

Segment Adjusted

for the three

have each decreased by $

million as a result of the correction discussed in Note 1.

administration

capital-related

software licenses,

and communication

expenses), professional

fees (including

audit, legal,

consulting and

utilities expenses,

the allowance

other operating

Adjusted EBITDA

three months ended

2025, includes

retrenchment costs

Adjusted EBITDA

ended December

includes retrenchments

Operating segments (continued)

The table below

presents the reconciliation

of revenue from

external customers

to the reportable

revenue, significant

expenditures,

months ended September 30, 2025 and 2024, respectively,

expenditures, the Company’s reportable segment’s

measure of profit or loss, and certain other segment information for the six months

ended December 31, 2025 and 2024, respectively,

is as follows:

Three months ended September 30, 2025

Six months ended December 31, 2025

Revenue from external customers

7 unchanged sentences

Segment adjusted EBITDA

(z) includes interest revenue of:

(y) includes interest expense of:

Operating segments

Depreciation and amortization

Expenditures for long-lived assets

Three months ended September 30, 2024

Six months ended December 31, 2024

Revenue from external customers

7 unchanged sentences

Segment adjusted EBITDA

(z) includes interest revenue of:

(y) includes interest expense of:

Operating segments

Depreciation and amortization

1 unchanged sentence

Operating segments (continued)

(A) Cost of goods sold, IT processing, servicing and support and

Selling, general and administration for Merchant and Total

each increased

respectively,

correction discussed in Note 1.

Segment Adjusted EBITDA

for Merchant and Total for the six months ended December 31,

each decreased by $

million as a result of the correction discussed in Note 1.

Cost of goods sold, IT

processing, servicing and support and

Selling, general and administration

for Merchant and Total

six months ended

December 31, 2025

have each increased

million and $

million, respectively, as a

result of the

as discussed in

the amount included

in the captions

Cost of goods

sold, IT processing,

servicing and

support and Selling,

administration for the

three months ended

September 30, 2025.

Segment Adjusted EBITDA

the six months

ended December 31,

2025 have each

decreased by $

million as a result

of the correction,

as discussed in Note

to the amount included in the caption Segment Adjusted EBITDA for

the three months ended September 30, 2025.

administration

6 unchanged sentences

other operating

(2) Segment Adjusted

EBITDA for the

three months ended

September 30, 2025,

includes retrenchment

costs for Merchant

(2) Segment Adjusted EBITDA

for the six months

ended December 31, 2025,

includes retrenchment costs for

Merchant of $

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:

(3) Segment Adjusted EBITDA for the six months ended December 31,

2024, includes retrenchments costs for Consumer of $

million) and Enterprise of $

The reconciliation of the reportable segments’ measures of profit or loss to income (loss) before income tax expense for the three

and six months ended December 31, 2025 and 2024, is as follows:

Three months ended

September 30,

Six months ended

Reportable segments' measure of profit or loss

2 unchanged sentences

Interest adjustment

Unrealized Gain FV for currency adjustments

Unrealized Gain (Loss) FV for currency adjustments

Stock-based compensation charge adjustments

Depreciation and amortization

Loss on impairment of equity-accounted investment

Loss on disposal of equity-accounted investments

Change in fair value of equity securities

Loss on disposal of equity securities

Interest income

Interest expense

Loss before income tax expense

Income (Loss) before income tax expense

(A) Reportable

segments’ measure of

profit or loss

for the three

and six months

ended December 31,

2024, have decreased

million and $

million, respectively,

as a result of

the correction discussed

Interest expense for

the three and

respectively,

discussed in Note 1.

income (loss) before taxes for

the three and six months ended

December 31, 2024, have decreased

million and $

million, respectively,

as a result of the correction discussed in Note 1.

Reportable segments’ measure of profit or loss and Net income (loss) before taxes for the six months ended December 31, 2025,

have decreased by $

million and $

million, as a result of the correction, as discussed in Note 1, to the amount

included in the

Reportable segments’ measure of profit or loss and Net income (loss) before taxes for the three months ended September 30,

Interest expense

for the six months

ended December 31,

2025, has increased

million, as a result

of the correction,

discussed in Note 1, to the amount included in the caption Interest expense

for the three months ended September 30, 2025.

information as

33 unchanged sentences

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

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

effective tax rate was impacted by the tax expense recorded by

non-deductible

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

the Company’s

profitable South

African operations,

non-taxable income

(including the

adjustment on

securities and

other income)

and non-deductible

(including transaction-related

expenditures).

going losses incurred

was impacted by

a higher deferred

tax benefit as

the reduction in

the useful lives

of certain of

the Company’s

brand and trademark intangible assets which has

resulted in an increase in

amortization expense during the three and

six months ended

December 31, 2025.

the Company’s

recorded by the

Company’s profitable South African operations,

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

losses incurred

by certain of

the Company’s

South African businesses

and the associated

valuation allowances created

to the deferred tax assets recognized regarding net operating losses incurred

South African

businesses and the

associated valuation

allowances created

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

by these entities.

Uncertain tax positions

As of three months ended September 30, 2025 and

June 30, 2025, the Company had

unrecognized tax benefits.

files income tax

unrecognized tax

Company files

returns mainly

in South Africa,

Botswana, Namibia and

federal jurisdiction.

As of September

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

the South African Revenue Service for

periods before

jurisdictions outside

South Africa,

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

Africa, Botswana,

jurisdiction.

the Company’s

South African subsidiaries are no

longer subject to income tax examination

by the South African Revenue Service

for periods before

jurisdictions

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

Commitments and contingencies

10 unchanged sentences

its business.

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

applicable as of December 31, 2025) thereby utilizing part of the Company’s

short-term facilities.

2 unchanged sentences

million, translated

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

applicable as of December 31, 2025) thereby utilizing part of the Company’s

short-term facilities.

The Company pays commission of

4 unchanged sentences

third parties.

The Company has not recognized any obligation related to these

guarantees in its consolidated balance sheet as of September 30,

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

potential amount that

4 unchanged sentences

rates applicable

as of September

pledged certain

bank accounts

the guarantees

million, translated

applicable as of September 30, 2025).

applicable as of December 31, 2025).

Contingencies

4 unchanged sentences

the aggregate,

material adverse impact on the Company’s

aterial adverse impact on the Company’s

financial position, results of operations or cash flows.

Subsequent events

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