What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-02-04 compared with 2025-11-05 · 1255 added, 589 removed, 523 unchanged (78% of the section changed)

73 unchanged sentences

Recent Developments

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

to the first quarter of fiscal 2025.

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

to the second quarter of fiscal 2025.

Lesaka launched its new brand in November 2025 and will take the remainder of the 2026 calendar year to roll out the refreshed

brand throughout the

organization.

brand refresh, it

is a necessary step

strategic initiatives designed

to create a “One Lesaka” identity for our customers and our employees.

The brand is underpinned by a set of values that encapsulates

what Lesaka stands for and the behaviors expected of all Lesaka employees.

Johannesburg into

a single hub,

fostering faster integration,

simplification and

result in positive

long-term financial

to complete the move by the end of this fiscal year.

A similar exercise is underway for our Durban and Cape Town

regional hubs.

continued progress in simplifying the business:

We disposed of

non-core assets such as Cell-C for ZAR 50 million.

Finalized the Cash Paymaster Services liquidation, releasing provisions

of ZAR 65 million.

Regarding the Bank Zero

transaction, Lesaka has received Competition

Commission approval.

Completion of

the transaction is

conditional upon obtaining regulatory approvals

from the Prudential Authority

and the Financial

Surveillance Department of the South

African Reserve Bank, as well as the satisfaction of other outstanding conditions

precedent set forth in the agreement.

Merchant Division

Performance in Merchant has been driven by:

In the second

quarter of fiscal

2026, we introduced

a refined reporting

framework for the

Merchant division to

better represent

and performance.

Developed through

a comprehensive

our operational

analytics, this

framework aligns our Merchant metrics,

specifically active merchant count and

blended ARPU with our

Consumer division to provide

ensure consistent

reporting across our channels;

as such, this transition may result in non-material

inconsistencies with certain legacy metrics.

Our definition

merchant is any

merchant that has

made a voluntary

transaction (debit and/or

credit) within the

methodology of an active

merchant reflects the

revenue generating engagement of

our entire Merchant

base and more accurately

our current and future monetization strategy for the division.

Average Revenue Per User excludes once-off and non-recurring revenue

such as hardware and installation costs as well

as revenue from international subsidiaries, which are generally non-recurring in nature.

We manage our Merchant operations through two distinct

Community, which focuses on local, high-growth businesses

through direct,

conversion cycles;

-scale organizations

franchises requiring customized, multi-product solutions through

a strategic, long-term sales process.

ARPU performance

KPI’s are shown below.

Merchant Division

Active Merchants

Merchant ARPU

(ZAR per month)

Product Penetration Rate:

Merchant Division:

Merchant Acquiring

Merchant acquiring includes 87,847 devices deployed under the Adumo,

Card Connect and Kazang brands.

Number of devices in deployment at period end

Total throughput

for the period (ZAR billions)

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

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

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

the first quarter of

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

to Kazang Pay.

Our software solutions are offered through GAAP.

Number of GAAP sites at period end

Approximate ARPU per site (ZAR)

is calculated

monthly figure

a three-month

ending September 30, 2025.

GAAP was acquired on October 1, 2024.

merchant acquiring revenue when our software customers utilize our merchant

acquiring payment solutions.

Number of devices in deployment at period end

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

Our cash business is experiencing differing secular trends

in its two distinct markets:

Small-to-Medium

digital economy where cash is increasingly displaced by digital alternatives.

Micro-merchant market:

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

devices and cash settlements.

Throughput in

our vaults placed in the

micro-merchant sector increased more than 70% to

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

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

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

solutions are

merchants through

Capital Connect and

Adumo Capital.

Adumo Capital

with Retail Capital, a division of Tyme

Bank, with a 50:50 profit share.

Total lending origination

volume for the period (ZAR millions)

Total net loan book

outstanding at period end (ZAR millions)

(1) Amounts reflected above includes 100% of

Adumo Capital’s

credit disbursed and net loan book.

The first quarter of fiscal

2026 is inclusive of lending

origination volume (for three months) and the

net loan book under

the Adumo brand,

with the Adumo

transaction closing on

October 1, 2024,

the impact of

included in the

prior period comparatives.

Capital Connect comprises more than 70% of our merchant lending

ADP in our Merchant

Division includes prepaid solutions

(airtime, data, electricity and

gaming), bill payments, IMT

representing the most significant contributor to ADP throughput

in the Merchant Division.

Number of devices in deployment at period end

Total throughput

for the period (ZAR billions)

Prepaid solutions throughput for the period (ZAR billions)

Supplier enabled payments throughput for the period (ZAR

We had 97,519 devices deployed as of

September 30, 2025, representing a

10% year-on-year growth.

placement strategy

is the decision

quality business

and optimizing

healthy throughput growth.

year-on-year,

Unification of Merchant under Lesaka brands

brought together

subsequently added

Active Merchants

Total Payment Volume

("TPV") (ZAR billions)

Merchant Division:

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

multi-product platform

serving merchants of

unification of our

Merchant Division’s

operations and the

realignment of

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

Active Merchants

Merchant Division:

Cash Management

Active Merchants

Total Payment Volume

("TPV") (ZAR billions)

Merchant Division:

Lending Origination (ZAR millions)

Net Lending Portfolio Outstanding (ZAR millions)

Merchant Division:

Alternative Digital Products

Active Merchants

Total Payment Volume

("TPV") (ZAR billions)

Total Payment Volume

("TPV") - Prepaid Solutions (ZAR billions)

Total Payment Volume

("TPV") - Supplier Enabled Payments (ZAR billions)

is calculated on

a revenue per

active merchant basis

3-month rolling average

quarter ended December

Notable developments within Merchant Division:

TPV attributable

second quarter

fiscal 2026 and 13% year-on-year growth.

progressively

Community level, cash

vault placements drove

a 77% year-on-year

increase in total

cash TPV this quarter,

now accounting for

processed cash

TPV processed.

among merchants

segment aiming

Core to our device placement strategy is the decision

to focus on quality business and optimizing our existing

Merchant ecosystem.

Consumer Division

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Payouts cardholders.

Our grant beneficiary base

includes both permanent and

non-permanent grant beneficiaries.

the division has evolved,

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

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

Although historically we

have shown these

metrics separately, it is maintained

that approximately 90%

of the active

consumer base are

grant beneficiaries.

Our definition

consumer is any

EPE consumer that

voluntary transaction (debit

and/or credit)

within the last

Consumers who may

monthly banking fee

voluntary transaction

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

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

accurately tracks our current and future monetization strategy for

the division.

We will continue

to show the EasyPay Payouts separately given this follows a different

monetization model.

beneficiary base

includes both

permanent and

non-permanent grant

beneficiaries.

sub-categories of consumers are

revenue generating and hence

the combined consumer base

metrics shown below are

most appropriate

operationally.

separately, it is maintained

that approximately 90% of the active consumer base are permanent grant beneficiaries.

Our definition of an active consumer is any EPE consumer that has made a voluntary transaction (debit and/or

credit) within the

transaction in

would not be considered an active consumer.

The definition of

an active consumer

reflects the revenue

generating engagement of

our entire consumer

base and more

tracks our current

and future monetization

strategy for the division.

will continue to

show the EasyPay

Payouts separately

this follows a different monetization model.

ARPU performance

KPI’s are shown below.

Consumer Division

Active Consumers (Millions)

(ZAR per month)

Product Penetration Rate:

Consumer Division:

Transactional Accounts

(banking) - EPE

Number of active consumers at period end (millions)

Approximate net activations for the period (thousands)

Lending - EasyPay Loans

Approximate number of loans originated during the period

Lending originations for the period (ZAR millions)

Loan portfolio outstanding at period end (ZAR millions)

Insurance - EasyPay Insurance

Approximate number of insurance policies written during the

period (thousands)

Total active insurance

policies on book at period end

Gross written premium for the period (ZAR millions)

(active customers) (ZAR)

Active Consumers (Millions)

Net Activations (Thousands)

Consumer Division:

Number of Loans Originated (Thousands)

Lending Origination (ZAR millions)

Lending Portfolio Outstanding (ZAR millions)

Consumer Division:

Number of Insurance Policies Written (Thousands)

Active Insurance Policies (Thousands)

Gross Written Premium (ZAR millions)

Consumer Division:

EasyPay Payouts

1 unchanged sentence

Approximate load value for the period (ZAR millions)

(1) Gross loan book, before

(2) ARPU is calculated on a revenue

per active consumer basis whereby an

active consumer can be both a permanent and

(1) ARPU is calculated

on a revenue per

active consumer basis whereby

an active consumer

can be both a

permanent and non-

permanent grant.

ARPU is a monthly figure

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

September 30, 2025.

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

With the Adumo transaction closing

on October 1, 2024, the impact

is not included in the prior period comparatives.

Driving customer acquisition, supported by increased focus on

customer service using enhanced digital capabilities.

account growth

of approximately

the period, compared

to approximately

ear ago for the equivalent period.

Growth in active consumers driven by strong performance

from sales and distribution teams, with further

product enhancements made to the lending product driving growth.

Development of a proprietary onboarding engine which allows

for digital onboarding for banking, lending

insurance products

of engagement.

Utilizing the

new onboarding

consumer onboards.

EasyPay Loans

We originated approximately 354,000

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

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

ARPU is a monthly figure based on a 3-month rolling

average for the quarter ended December 31, 2025.

(2) Gross loan book, before provisions.

Notable developments within Consumer Division:

Transactional

validated from public

Growth in active

consumers driven primarily by

continued product and

technology innovation, including

onsumer onboards.

Within Lending:

credit scoring

lending criteria,

reflective of

tailored loan

active consumer

improved cross-selling

driven by the launch of our new onboarding engine.

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

last 12 months as a percentage of the average gross

approximately 6.5%

annualized basis,

lending product

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

EasyPay Insurance

Our insurance product sales

continue to grow

material contributor to the

improvement in our overall

approximately

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

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

period a year

ago (Q1 2025).

ARPU for our active

consumer base has increased

to approximately ZAR 89

per month from approximately

and the growth

is reflective

of the demand

active consumer

includes permanent and non-permanent grant beneficiaries.

EasyPay Payouts

The number of active

card holders was approximately 211,000 at

the period end, with

a load value of

approximately

ZAR 125 million.

Adumo Payouts was acquired on October 1, 2024 and subsequently

rebranded to EasyPay Payouts.

cross-selling

launch of our new onboarding

Our credit loss ratios

have remained relatively flat

over the time period despite

the increase in

originations and

loan portfolio

our provisioning.

carefully monitor both our provisioning levels and risk exposures.

we maintain our provision policy at 6.5%.

Enterprise Division

Our Enterprise

Division primarily

(which includes

prepaid solutions

payments) through

channels such

distribution networks

Total throughput

for the period (ZAR billions)

Total throughput

for the period (ZAR millions)

Approximate number of active meters (thousands)

(1) The Recharger transaction closed on March

channels such as retailer distribution networks and digital

banking apps.

Following the acquisition of Recharger on March 3,

now report on the performance under the Utilities product.

The underlying drivers of performance are primarily based

on TPV processed.

Individual product related KPI’s are shown below

Enterprise Division:

Total Payment Volume

("TPV") (ZAR billions)

Enterprise Division:

Active Meters (Thousands)

Total Payment Volume

("TPV") (ZAR millions)

Notable developments within Enterprise Division:

our integration

leading financial

institutions, successfully

activating three key strategic partnerships

during the period.

footprint expanded by over 3,350

physical points of presence through

transactions processed through our ADP platform.

Critical Accounting Policies

17 unchanged sentences

Finance Loans Receivable and Allowance for Credit Losses.

of investment in Cell C.

Recent accounting pronouncements adopted

7 unchanged sentences

Recent accounting pronouncements not yet adopted

as of September 30, 2025

as of December 31, 2025

pronouncements

4 unchanged sentences

Three months ended

September 30,

Six months ended

$ average exchange rate

9 unchanged sentences

Thus, the average rates used

ended September

vary slightly

to translate this

the three and

six months ended

December 31, 2025

and 2024, vary

slightly from the

averages shown

described below,

the translation rates we

use in presenting our

results of operations are

the rates shown in

following table:

Three months ended

September 30,

Six months ended

Income and expense items:

Balance sheet items:

translated the results of operations and

operating segment information for the

three months ended September 30,

the tables below

using the actual

have translated

of operations

and operating

segment information

ended December

average exchange

rates per month

and September 2025 for the

first quarter of fiscal

2026) between the USD and

ZAR in order to reduce

the reconciliation of information

presented to our chief

operating decision maker.

The impact of using this method

compared with the average

rate for the quarter and

is not significant,

does result in

reconciliation

of information

operating decision

compared with

average rate for the

quarter and year to

date is not significant,

however, it does result in

minor differences.

believe that presentation

using the average

supplementally presented in ZAR, and our internal management information,

which is also presented in ZAR.

We believe that presentation

accuracy of the information presented in our external financial

reporting and leads to fewer differences between our external reporting

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

information, which is also presented in ZAR.

Results of Operations

23 unchanged sentences

to investors to

nderstand the changes in the underlying trends of our business.

understand the changes in the underlying trends of our business.

operating segment before intercompany

35 unchanged sentences

Operations—Use of Non-GAAP Measures” below.

In fiscal 2025 we closed the acquisitions of Adumo and

Recharger and have integrated their businesses into our

2025 financial results

for the three

months ended September

not include these

businesses because

we acquired Adumo

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

In fiscal 2025 we closed

the acquisitions of Adumo and Recharger and

have integrated their businesses into

Our fiscal 2025

financial results for the three and six months ended December 31, 2024,

includes Adumo from October 1, 2024, and does not include

Recharger because we acquired Recharger on

March 3, 2025.

inter-related

6 unchanged sentences

operating segments, as

inter-segment

eliminations,

Inter-segment

Eliminations.

First quarter of fiscal 2026 compared to first quarter

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

Inter-segment revenue eliminations are included

in Eliminations.

Second quarter of fiscal 2026

compared to second quarter of fiscal 2025

The following factors had

a significant impact on

our results of operations

during the second quarter

of fiscal 2026

The following factors had a significant impact on

our results of operations during the first

quarter of fiscal 2025 as compared with

the same period in the prior year:

Higher revenue:

with the same period in the prior year:

Lower revenue in ZAR:

Our revenues increased 1% in U.S.

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

prepaid airtime revenue in Merchant;

and Recharger

was partially

in amortization

dollars but decreased by

3% in ZAR, primarily due to a

in prepaid airtime revenue which was

partially offset by the inclusion of Recharger, higher transaction, insurance and

revenues in Consumer;

contribution from

in Enterprise,

partially offset

amortization of

acquisition-related

intangible assets related to the acquisition of Adumo and Recharger

and higher operating costs;

intangible assets related to change of useful lives of certain brand intangibles assets and a lower contribution from

Lower net interest charge:

5 unchanged sentences

interest expense incurred

borrowing arrangements

first quarter

2026 compared

equivalent interest

expense related

Consumer lending

under our borrowing arrangements related to our Consumer lending book in the second quarter of fiscal 2026 compared with

On a comparable basis the

equivalent interest expense related to

the Consumer lending book for the

second quarter of

fiscal 2025 was included in interest expense ;

Foreign exchange movements:

dollar was flat against the

ZAR during the first quarter of fiscal 2026

the prior period.

Foreign exchange

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

reported results.

Consolidated overall results of operations

3 unchanged sentences

In United States Dollars

Three months ended September 30,

Three months ended December 31,

Cost of goods sold, IT processing, servicing and support

3 unchanged sentences

and Bank Zero acquisitions

Operating income (loss)

Loss on impairment of equity-accounted investment

Operating income

Change in fair value of equity securities

Loss on disposal of equity-accounted investment

Loss on disposal of equity securities

Interest income

Interest expense

Loss before income tax (benefit) expense

Income tax (benefit) expense

Net loss before earnings from equity-accounted investments

Income (Loss) before income tax expense (benefit)

Income tax expense (benefit)

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 to us

Net income (loss)

(Less) Add net income (loss) attributable to non-controlling interest

Net income (loss) attributable to us

(A) In order to

correct the error discussed in

Note 1 to the unaudited

condensed consolidated statement of

operations, Cost of goods sold,

processing, servicing and

support increased

by $0.17 million,

Selling, general

and administration

expense increased by

$0.06 million, Operating

income decreased by $0.23 million, Interest expense increased by $0.09 million, and

the subtotal captions from Income (Loss) before income

tax expense (benefit) to Net income (loss) attributable to Lesaka decreased by $0.32 million for the three months ended December 31, 2024.

(1) Selling, general and administration includes allowance for credit losses.

In South African Rand

Three months ended September 30,

Three months ended December 31,

Cost of goods sold, IT processing, servicing and support

3 unchanged sentences

and Bank Zero acquisitions

Operating income (loss)

Loss on impairment of equity-accounted investment

Operating income

Change in fair value of equity securities

Loss on disposal of equity-accounted investment

Loss on disposal of equity securities

Interest income

Interest expense

Loss before income tax (benefit) expense

Income tax (benefit) expense

Net loss before earnings from equity-accounted investments

Income (Loss) before income tax expense (benefit)

Income tax expense (benefit)

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 to us

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

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

issuing business,

Net income (loss)

(Less) Add net income (loss) attributable to non-controlling interest

Net income (loss) attributable to us

(A) In order to

correct the error discussed in

Note 1 to the unaudited

condensed consolidated statement of

operations, Cost of goods sold,

processing, servicing and

support increased by

ZAR 3.0 million,

Selling, general and

administration expense increased

Operating income decreased by ZAR

4.1 million, Interest expense

increased by ZAR 1.7

million, and the subtotal

captions from Income (Loss)

before income

(loss) attributable

December 31, 2024.

(1) Selling, general and administration includes allowance for credit losses.

Revenue increased by $2.5 million, or 1.4% in

dollars, and decreased by ZAR 97.6 million, or 3.1%

Recharger, the impact of an increase in certain issuing fee base prices year-over

-year, and transaction activity in our issuing business,

and an increase

1 unchanged sentence

collected and

lending revenues

(including interest)

following higher

loan originations

lending revenues (including

interest) following

higher loan originations.

to discussion above at “—Recent Developments”

for a description of key trends impacting our revenue this quarter.

Cost of goods

sold, IT processing,

servicing and support

decreased by $8.2

million (ZAR 244.7

million) or 6.2%

(in ZAR 10.4%),

primarily due

airtime costs,

partially offset

airtime sold.

discussion above

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

this quarter.

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

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

primarily due to the decrease in the prepaid airtime

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

increase in lending

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

lending related

(including interest expense) and higher insurance-related

claims and third-party transaction fees.

Selling, general

and administration

expenses increased

219.5 million),

was primarily

employee-related

annual salary

allowance for

credit losses

higher lending

activities by

administration

primarily due

higher employee

-related expenses

in the allowance

result of higher

lending activities

and Merchant,

year-over-year

3 unchanged sentences

stock-based compensation

Depreciation and

amortization expense increased

by $6.6 million

Depreciation and amortization

expense increased by

$5.3 million (ZAR 85.1

or 65.0% (57.8%).

The increase was

inclusion of acquisition-related

intangible asset amortization

related to intangible

assets identified pursuant

and Recharger acquisitions

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

Transaction costs related

to Adumo, Recharger and

Bank Zero acquisitions during the

first quarter of fiscal 2025 included

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

We did not incur significant transaction costs during the first

increase was due

acquisition-related

intangible asset

intangible assets

identified pursuant

acquisition and

increase in depreciation expense related to additional POS devices deployed

costs related

Zero acquisitions

second quarter

2025 included

costs incurred

related to the

Recharger and

Bank Zero acquisitions.

incur significant

transaction costs

during the second

quarter of fiscal 2026.

1 unchanged sentence

financial statements for additional information.

Our operating income (loss) margin for

the first quarter of fiscal 2026

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

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

by operating segment.”

equity interests

Our operating income

margin for the

second quarter of

1.2% and 0.3%,

respectively.

or any fair value adjustments for MobiKwik

during the first quarter of fiscal 2025.

to carry our investment

in Cell C at $0 (zero).

Refer to Note 5 to our unaudited

condensed consolidation financial statements

for the methodology and inputs

used in the fair value calculation for Cell C.

components of operating income margin under “—Results of

operations by operating segment.”

million) during

(refer to Note 5 for additional information).

disposed of our entire investment in Cell C in December 2025 for $3.0 million

were no changes

value of Cell

the second quarter

of fiscal 2025.

cash change in fair value

of equity securities of $33.7

million during the second

quarter of fiscal 2025 related

to a fair value

loss related to MobiKwik.

In December 2025, we

determined that the liquidation

of CPS is at an advanced

stage and released an accrual

raised at the time

of deconsolidation of $3.9 million (ZAR 65.4 million) to Other income

Interest on surplus

cash of was $0.5

cash was $0.5

million (ZAR 8.7

1 unchanged sentence

$0.7 million (ZAR 12.9

10.5 million) during

million) during the second

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

Interest expense decreased to $4.9 million (ZAR 86.4

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

the decrease was

Interest expense decreased to $4.6 million (ZAR 78.6 million) from $6.3

million (ZAR 112.2 million).

In ZAR, the decrease was

primarily due

5 unchanged sentences

arrangements related to

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

On a comparable basis the equivalent interest expense

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

was included in interest expense.

First quarter

million) compared

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

The income tax benefit

higher deferred

the reduction

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

the three months ended September 30, 2025.

Our effective

expense recorded

expense related to the Consumer lending book for the second quarter of

fiscal 2025 was included in interest expense.

Second quarter of fiscal 2026

income tax expense was $0.7 million

(ZAR 11.5 million) compared to income tax benefit of

million (ZAR (117.0)

million) in fiscal 2025.

Our effective tax

rate for fiscal 2026

was impacted by the

tax expense recorded by

deductible expenses (including transaction-related expenditures).

The income tax expense was also impacted by a higher deferred tax

benefit as a result of

the reduction in the useful

lives of certain of our

brand and trademark intangible

assets which has resulted

increase in amortization expense during the three months ended December

securities, the

profitable South

1 unchanged sentence

acquisition-related

amortization,

non-deductible

transaction-related

expenses), the

on-going losses

African businesses

associated valuation

allowances created

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

by these entities.

intangible asset amortization, non-deductible expenses (in

transaction-related expenses), the on-going losses incurred by

certain of our

South African businesses

and the associated

valuation allowances created

related to the

deferred tax assets

recognized regarding

operating losses incurred by these entities.

Results of operations by operating segment

2 unchanged sentences

In United States Dollars

Three months ended September 30,

Three months ended December 31,

Operating Segment

4 unchanged sentences

Group Adjusted EBITDA (non-GAAP)

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

Consumer of $0.1

Adjusted EBITDA Merchant

and Segment Adjusted

EBITDA Consumer

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

for the first quarter of fiscal 2025.

(A) In order to correct the

error discussed in Note 1 to the

unaudited condensed consolidated statement

of operations, Merchant

Segment Adjusted EBITDA and Group

Adjusted EBITDA decreased by

$0.32 million for the

three months ended December 31,

(1) Segment Adjusted EBITDA for

the three months ended December 31,

2025, includes retrenchment costs of

$0.2 million for

Merchant for the second quarter of fiscal 2026.

Segment Adjusted EBITDA

for the three months ended December 31, 2024, includes

retrenchments costs for Consumer of $0.01 million.

(2) Group Adjusted EBITDA

2 unchanged sentences

“—Results of Operations—Use of

GAAP Measures”.

AAP Measures”.

In South African Rand

Three months ended September 30,

Three months ended December 31,

Operating Segment

4 unchanged sentences

Group Adjusted EBITDA (non-GAAP)

(1) Segment Adjusted EBITDA for the three months

ended September 30, 2025, includes retrenchment costs of

ZAR 0.2 million

for Merchant and Consumer

million for the first

quarter of fiscal 2026.

Segment Adjusted EBITDA Merchant

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

ZAR 1.1 million, respectively, for the

first quarter of fiscal 2025.

(A) In order to correct the

error discussed in Note 1 to the

unaudited condensed consolidated statement

of operations, Merchant

Segment Adjusted

EBITDA and Group

Adjusted EBITDA decreased

million for the

three months ended

(1) Segment Adjusted EBITDA for the three months ended December 31, 2025, includes retrenchment costs of ZAR 3.7 million

for Merchant for the second quarter of fiscal 2026.

Segment Adjusted EBITDA Merchant and Segment Adjusted EBITDA Consumer

include retrenchment costs of ZAR 0.1 million, respectively,

for the second quarter of fiscal 2025.

(2) Group Adjusted EBITDA

3 unchanged sentences

GAAP Measures”.

Segment revenue primarily

increased due to the

inclusion of Adumo, which

was partially offset

by lower ADP revenue

lower prepaid

compression from

lower per-transaction

fees, despite

overall growth

volumes increased,

prepaid airtime revenue contributes a

significant portion of our overall ADP

revenue, and therefore a drop in the

volume of the prepaid airtime revenue impacts

revenue, and therefore a drop

in the volume of

airtime revenue

impacts our reported

revenue generated.

The increase in Segment Adjusted EBITDA is primarily due

the inclusion of the contribution from Adumo, lower

IT processing,

servicing and

lower employment-related

expenditures, which

was partially

higher operating expenses incurred.

record a significant proportion of our airtime sales in revenue

(see further below) and cost of

small margin.

This significantly

depresses the

Segment Adjusted

EBITDA margins

the business.

Our Segment Adjusted EBITDA margin (calculated

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

significant proportion

of our airtime

sales in revenue

allowance for

credit losses

default experience

Merchant lending

written off, which was partially offset by lower

IT processing, servicing and support and employment-related expenditures.

Our Segment Adjusted EBITDA margin (calculated as Segment Adjusted EBITDA divided

by revenue) for the second quarter

of fiscal 2026

and 2025 was 7.5% and 6.9%, respectively.

6 unchanged sentences

premiums collected,

lending revenues following an increase in loan originations and

the inclusion of Adumo.

This increase in

has translated into

improved profitability,

which was partially

higher allowance for

lending revenues following an increase

in loan originations.

This increase in revenue

has translated into improved

profitability,

partially offset

allowance for

credit losses following

an increase in

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

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

impact of inflationary increases on certain expenses.

in loan originations

higher insurance-related claims, interest expense (of approximately ZAR 22.1 million;

ZAR 13.1 million ) incurred

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

certain expenses.

Our Segment Adjusted EBITDA margin for the

first quarter of fiscal 2026 and 2025 was 27.8%

second quarter of fiscal 2026

and 2025 was 28.1%

and 18.9%, respectively.

1 unchanged sentence

due to the inclusion of Recharger.

Our Segment Adjusted (loss) EBITDA margin for the

first quarter of fiscal 2026

and 2025 was 8.54% and 3.0%, respectively.

Our Segment Adjusted (loss) EBITDA margin for

the second quarter of fiscal 2026

and 2025 was 9.6% and

(0.3)%, respectively.

costs primarily

6 unchanged sentences

and directors’ and officers’ insurance premiums.

increased compared

higher employee

costs resulting from an

increase in the

number of individuals

allocated to group

costs and base

salary adjustments and higher

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

Our group costs for the second quarter of fiscal 2026

were moderately lower compared with the prior period due to

expenses and legal fees, which was partially offset by higher consulting

First half of fiscal 2026 compared to first half of fiscal 2025

The following factors had

a significant impact on

our results of operations

during the first half

of fiscal 2026 as

compared with

the same period in the prior year:

Adumo and Recharger,

an increase in

value-added services

activity in Merchant,

higher transaction,

insurance and lending revenues in Consumer,

which was partially offset by lower prepaid airtime revenue;

contribution from Recharger, which was partially offset by an

increase in amortization of acquisition-related intangible

related to change of useful lives of certain brand intangibles assets.

Non-cash fair value adjustment related

to equity securities in fiscal 2025:

a non-cash fair value loss of $33.7

million during the first half of fiscal 2025

related to MobiKwik;

Lower net interest

Net interest charge decreased

to $8.6 million

(ZAR 148.8 million) from

$10.1 million (ZAR

million) primarily due to

a lower interest expense

following lower interest rates

and the exclusion of

interest expense incurred

under our borrowing arrangements related to our Consumer lending book in the first half of fiscal 2026 compared with 2025.

On a comparable

basis the equivalent

interest expense related

to the Consumer lending

book for the first

half of fiscal 2025

was included in interest expense;

Foreign exchange movements:

2% weaker against the

ZAR during the first

half of fiscal 2026

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

dollar reported

Consolidated overall results of operations

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

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

dollars and in ZAR:

In United States Dollars

Six months ended December 31,

Cost of goods sold, IT processing, servicing and support

Selling, general and administration

Depreciation and amortization

Transaction costs related to Adumo, Recharger

and Bank Zero acquisitions

Operating income

Change in fair value of equity securities

Loss on impairment or disposal of equity-accounted investment

Loss on disposal of equity securities

Interest income

Interest expense

Loss before income tax expense (benefit)

Income tax expense (benefit)

Net loss before earnings from equity-accounted investments

Earnings from equity-accounted investments

(Less) Add net income (loss) attributable to non-controlling interest

Net loss attributable to us

to correct the error

discussed in Note 1

to the unaudited condensed

consolidated statement of operations,

Cost of goods sold,

processing, servicing

$0.34 million,

Selling, general

and administration

expense increased

million, Operating

income decreased by

$0.45 million,

Interest expense increased

captions from

Income (Loss)

before income tax

expense (benefit) to Net income (loss) attributable to Lesaka decreased by $0.63 million for the six months ended December 31, 2024.

Cost of goods sold, IT processing, servicing and support increased by $0.18 million, Selling, general

and administration expense increased by

$0.06 million,

Operating income

$0.25 million,

Interest expense

$0.12 million,

subtotal captions

(Loss) before income tax

expense (benefit) to

Net income (loss)

attributable to Lesaka

decreased by $0.36 million

months ended December

unaudited condensed

consolidated statement

of operations

the correction

amounts reported for the three months ended September 30, 2025.

1) Selling, general and administration includes allowance for credit losses.

In South African Rand

Six months ended December 31,

Cost of goods sold, IT processing, servicing and support

Selling, general and administration

Depreciation and amortization

Transaction costs related to Adumo, Recharger

and Bank Zero acquisitions

Operating income

Change in fair value of equity securities

Loss on impairment or disposal of equity-accounted investment

Loss on disposal of equity securities

Interest income

Interest expense

Loss before income tax expense (benefit)

Income tax expense (benefit)

Net loss before earnings from equity-accounted investments

Earnings from equity-accounted investments

(Less) Add net income (loss) attributable to non-controlling interest

Net loss attributable to us

to correct the error

discussed in Note 1

to the unaudited condensed

consolidated statement of operations,

Cost of goods sold,

processing, servicing and

support increased

million, Selling, general

and administration expense

increased by ZAR

2.1 million, Operating

income decreased by ZAR 8.1 million, Interest expense increased by ZAR 3.2 million,

and the subtotal captions from Income (Loss) before income

tax expense (benefit) to Net income (loss) attributable to Lesaka decreased by ZAR 11.3 million for the three months ended December 31, 2024.

administration

million, Operating

income decreased

Interest expense increased

captions from Income (Loss) before

income tax expense (benefit) to

Net income (loss) attributable to Lesaka

decreased by ZAR 6.4 million

six months ended December 31, 2025, to correct the error

discussed in Note 1 to the unaudited condensed consolidated

statement of operations as a

result of the correction to amounts reported for the three months ended September 30, 2025.

(1) Selling, general and administration includes allowance for credit losses.

Revenue increased by $20.4 million (ZAR 169.1 million), or 6.2% (in ZAR, 2.9%), primarily due to the inclusion of Adumo, an

increase in the volume of value-added services provided (primarily Pinless Airtime), an increase in certain issuing fee base prices and

transaction activity

in our issuing

business, and

an increase in

insurance premiums

collected and

lending revenues

following higher

loan originations, which was partially offset by fewer Pinned

Airtime sales.

Cost of goods

sold, IT processing,

servicing and

support decreased

by $8.6 million

(or 3.5%) and,

in ZAR, decreased

290.2 million (or 6.5%), primarily due to the decrease in Pinned Airtime

sales, which was partially offset by the inclusion of Adumo,

higher commissions paid related to ADP revenue generated, and higher

insurance-related claims and third-party transaction fees.

Selling, general

and administration

expenses increased

257.8 million),

(in ZAR 22.8%).

increase was primarily due to the inclusion of Adumo;

higher employee-related expenses (including annual bonuses and

annual salary

increases);, consulting fees,

and travel expenses;

and the year-over-year impact

of inflationary increases

on certain expenses,

which was partially offset by lower stock-based compensation

Depreciation and

amortization expense

$12.0 million

82.5% (76.9%).

shorter useful

and trademark

intangible assets

the inclusion

acquisition-related

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

associated with legal and advisory services procured to close the Adumo transaction on October 1, 2024, the Recharger transaction

March 2025, and

ongoing transaction fees

related to our

proposed acquisition of

unaudited condensed

consolidation financial statements for additional information.

respectively.

components of operating loss margin under “—Results of operations

by operating segment.”

an increase in the fair value of Cell C of $3.0 million (ZAR 50

million) during the first half of fiscal 2026 (refer

Note 5 for additional information).

There were no changes in the

fair value of Cell C during the first half of fiscal 2025.

a non-cash change in

fair value of equity

securities of $33.7 million

during the first half

of fiscal 2025 related

to a fair value

loss related to MobiKwik.

In December 2025, we

determined that the liquidation

of CPS is at an advanced

stage and released an accrual

raised at the time

of deconsolidation of $3.9 million (ZAR 65.4 million) to Other income.

Interest on surplus cash

decreased to $1.0 million

(ZAR 18.2 million) from

$1.3 million (ZAR 23.4

million), due to lower

rates, which was partially offset by the inclusion of Adumo.

primarily due

to lower interest

rates and the

exclusion of interest

expense incurred

under our borrowing

arrangements related to

Consumer lending

compared with

equivalent interest

related to the Consumer lending book for the first half of fiscal 2025 was included

in interest expense.

income tax expense was $0.5

million (ZAR 8.9 million) compared

to an income tax benefit

of $(6.3) million (ZAR

(115.6) million) in fiscal 2024.

Our effective tax rate for

fiscal 2026 was impacted by the tax

expense recorded by our profitable South

African operations,

non-taxable income

(primarily related

other income)

and non-deductible

(including transaction-related expenditures).

The income tax expense was also impacted by a higher deferred tax benefit as a result of

the reduction in

the useful lives

of certain of

our brand and

trademark intangible assets

which has resulted

in an increase

in amortization

expense during the fiscal 2026.

securities, the

profitable South

African operations,

acquisition-related

intangible asset amortization, non-deductible expenses (in

transaction-related expenses), the on-going losses incurred by

certain of our

South African businesses

and the associated

valuation allowances created

related to the

deferred tax assets

recognized regarding

operating losses incurred by these entities.

Results of operations by operating segment

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

loss are illustrated below:

In United States Dollars

Six months ended December 31,

Operating Segment

Consolidated revenue:

Operating segments

consolidated revenue

Group Adjusted EBITDA:

Group Adjusted EBITDA (non-

(A) In order to correct the

error discussed in Note 1 to the

unaudited condensed consolidated statement

of operations, Merchant

Segment Adjusted EBITDA and

Group Adjusted EBITDA decreased by

$0.63 million for the six months

ended December 31, 2024.

Merchant Segment Adjusted EBITDA

and Group Adjusted EBITDA

decreased by $0.36 million

for the three months

ended December

the error discussed

to the unaudited

condensed consolidated

statement of operations

correction to amounts reported for the three months ended September

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

2025, includes retrenchment costs for Merchant of $0.4

million, and Consumer

of $0.1 million.

Adjusted EBITDA for

the first half of

fiscal 2025, includes retrenchments

Consumer of $0.1 million and for Enterprise of $0.01 million.

(2) Group Adjusted EBITDA

is a non-GAAP measure, refer

to reconciliation below at

“—Results of Operations—Use of

GAAP Measures”.

In South African Rand

Six months ended December 31,

Operating Segment

Consolidated revenue:

Operating segments

consolidated revenue

Group Adjusted EBITDA:

Group Adjusted EBITDA (non-

(A) In order to correct the

error discussed in Note 1 to the unaudited

condensed consolidated statement of operations,

Segment Adjusted

Group Adjusted

EBITDA decreased

ended December

Merchant Segment

ended December 31, 2024, to correct the error discussed in Note 1 to the

unaudited condensed consolidated statement of operations as

result of the correction to amounts reported for the three months ended September

(1) Segment Adjusted EBITDA for the six months ended December 31, 2025, includes retrenchment costs for Merchant of ZAR

Adjusted EBITDA

for the first

half of fiscal

2025, includes

retrenchments

costs for Consumer of ZAR 0.1 million and for Enterprise of ZAR 0.01 million.

(2) Group Adjusted EBITDA

is a non-GAAP measure, refer

to reconciliation below at

“—Results of Operations—Use of

GAAP Measures”.

Segment revenue primarily

decreased due to

fewer prepaid airtime sales

which was partially

offset by the

inclusion of Adumo,

volume of ADP

provided (primarily

Pinless Airtime).

ZAR, the increase

in Segment Adjusted

EBITDA is primarily

the inclusion

entire period

compared with

period, which

was partially

higher operating

expenses incurred.

Our Segment Adjusted EBITDA margin (calculated as

Segment Adjusted EBITDA divided by revenue) for

the first half of

2026 and 2024 was 7.3% and 6.5%, respectively.

fees generated

account holders

increase in certain issuing

fee base prices and transaction

activity in our issuing business,

insurance premiums collected, and

revenues following

originations.

This increase

has translated

into improved

profitability,

partially offset by a higher allowance for credit losses following an increase in loan originations in December 2025, higher insurance-

related claims, interest

expense (of approximately

ZAR 41.0 million;

million ) incurred

lending book,

and the year-over-year impact of

inflationary increases on certain expenses.

Our Segment Adjusted EBITDA margin for the

first half of fiscal 2026 and 2024 was 28.0% and 19.9%, respectively.

Segment revenue

increased primarily

the inclusion

of Recharger.

the significant

Segment Adjusted

EBITDA is primarily due to the inclusion of Recharger

Our Segment Adjusted EBITDA margin for the

first half of fiscal 2026 and 2024 was 9.1% and 1.6%, respectively.

Our group costs for fiscal 2026

increased compared with the prior period due to higher consulting fees.

Use of Non-GAAP Measures

23 unchanged sentences

We included an

intercompany interest

Segment Adjusted

three months ended

September 30,

items represents

non-recurring

expense items,

costs related

to acquisitions

and transactions

ultimately not pursued.

The table below presents the reconciliation between U.S.

GAAP net loss attributable

to Lesaka to Group Adjusted EBITDA:

consummated or ultimately not pursued.

the reconciliation

Group Adjusted

Three months ended

September 30,

Loss attributable to Lesaka - GAAP

Add net loss attributable to non-controlling interest

Six months ended

Income (Loss) attributable to Lesaka - GAAP

(Less) Add net income (loss) attributable to non-controlling interest

Net income (loss)

Earnings from equity accounted investments

Net loss before earnings from equity-accounted investments

Income tax (benefit) expense

Loss before income tax expense

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

Income tax expense (benefit)

Income (Loss) before income tax expense

Interest expense

Interest income

Net loss on impairment of equity-accounted investment

Operating income (loss)

Loss on disposal of equity securities

Net loss on impairment/ disposal of equity-accounted investment

Change in fair value of equity securities

Operating income

PPA amortization

4 unchanged sentences

Once-off items

Unrealized gain FV for currency adjustments

Unrealized gain (loss) FV for currency adjustments

Group Adjusted EBITDA - Non-GAAP

(A) Income (Loss) attributable to

Lesaka – GAAP and all subtotal

captions to Income (Loss) before

income tax expense for the

three and six

months ended December

31, 2024 have

been decreased by

$0.32 million and

$0.63 million, respectively,

the correction

Interest expense

ended December

$0.09 million and $0.18 million, respectively, as a result of the correction discussed in Note 1.

Operating income and Group Adjusted

EBITDA - Non-GAAP

for the three

and six months

ended December 31,

2024 have been

decreased by $0.23

million and $0.45

respectively, as a result of

the correction discussed in Note 1.

Income (Loss) attributable

to Lesaka – GAAP

and all subtotal captions

to Income (Loss) before

income tax expense for

months ended December

31, 2025 have been

decreased by $0.36

million and, as

a result of the

correction, as discussed in

the amount included

in the caption

Interest expense for the

three months ended

September 30, 2025.

Interest expense for

the six months

ended December

$0.12 million

the correction,

EBITDA - Non-GAAP

months ended December

31, 2025 have

been decreased by

$0.25 million, as

of the correction,

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

for the three months ended September 30, 2025.

(1) The table below presents the components of once-off

1 unchanged sentence

Three months ended

September 30,

Six months ended

Transaction costs

Transaction costs related to Adumo and Recharger

acquisitions and certain compensation costs

Transaction costs related to Adumo, Recharger

and Bank Zero acquisitions

Indirect taxes provision release

Total once-off

11 unchanged sentences

quarters, and the transactions are generally non-recurring.

provision release

non-recurring indirect

tax provision

resolved in fiscal 2025 following settlement of the matter with the tax authority.

Liquidity and Capital Resources

As of September 30, 2025, our

cash and cash equivalents were $72.2

million and comprised of U.S.

As of December 31, 2025, our cash and cash

equivalents were $69.5 million and comprised of U.S.

dollar-denominated balances

2 unchanged sentences

and other currency deposits, primarily Botswana

of $1.7 million,

all amounts translated

rates applicable as

The decrease in

our unrestricted cash

balances from June

30, 2025, was primarily

due to application of

the proceeds received from

the disposal of MobiKwik

general banking

facilities, the

certain scheduled

partially offset by the positive contribution from our operating

invest any surplus cash held by our

South African operations in overnight

amounts translated

rates applicable

our unrestricted

balances from June 30, 2025, was primarily due to application of the proceeds received from the disposal of MobiKwik to

general banking facilities utilized, the utilization

of cash reserves to

fund certain scheduled repayments of

our borrowings, the increase

in our Consumer lending book, which was partially offset by the positive contribution from our operating

segments, utilization of our

general banking facilities to partially fund the growth in our Consumer lending book and the proceeds received on disposal of Cell C.

invest any surplus cash held by

our South African operations in overnight

call accounts that we maintain at

37 unchanged sentences

We are required to make

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

a scheduled debt repayment of ZAR 150 million ($9.0

in February 2026.

1 unchanged sentence

ZAR 100 million

($5.8 million) payment

on closing of

the Bank Zero

translated at exchange rates as of September 30, 2025.

($6.0 million)

closing of the

translated at exchange rates as of December 31, 2025.

Available short-term

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

September 30, 2025:

December 31, 2025:

short-term facilities available, comprising:

16 unchanged sentences

Long-term borrowings

September 30, 2025) as described in Note 12.

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

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

We have utilized all of these long-term borrowings.

September 30,

2025, we also

revolving credit

December 31, 2025) as described in Note 12.

These borrowings include

outstanding long-term borrowings obtained by Lesaka SA of

ZAR 3.1 billion, which were

used to refinance our

previous long-term borrowings.

We have utilized all of

these long-term borrowings.

credit facility,

400.0 million

13 unchanged sentences

cash presented in our consolidated

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

statement of cash flows as of December 31, 2025, includes restricted cash of

$0.1 million that has been ceded and pledged.

24 unchanged sentences

Cash flows from operating activities

First quarter

Net cash provided by operating activities during the

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

to net cash utilized

of $4.1 million

(ZAR 73.3 million)

during the first

Second quarter

Net cash utilized

in operating activities

during the second quarter

of fiscal 2026

was $10.9 million

(ZAR 185.1 million) compared

cash utilized

163.6 million)

second quarter

taxes, our cash utilized in operating activities during the second quarter of fiscal 2026

was adversely impacted by cash utilized for the

significant net growth in our Consumer finance

loans receivable book, which was partially

offset by the positive contribution from our

operating segments.

second quarter

provisional South

paid taxes related to prior

tax years in South Africa

of $0.2 million (ZAR 2.7

paid taxes totaling $0.1

million in other tax

jurisdictions, primarily in Botswana

during the second

quarter of fiscal 2026.

Excluding the

impact of income

our cash provided by operating

activities during the first quarter

During the second quarter

provisional South

million) related

During the second quarter of fiscal 2025, we paid taxes totaling $0.1 million

in other tax jurisdictions, primarily in Botswana.

Taxes paid (refunded)

during the second quarter of fiscal 2026

and 2025 were as follows:

Three months ended December 31,

First provisional payments

Taxation paid related

to prior years

Tax refund received

Total South African

Foreign taxes paid

operating activities

34.6 million)

operating activities

million (ZAR 236.7

million) during

the fiscal half

of fiscal 2024.

was positively impacted by improved

contribution from

our operating

segments, fewer quarterly

movements within our

Enterprise businesses

transaction processing

activities compared

prior quarter

was partially

significant net growth in our Consumer finance loans receivable books

During the first quarter of fiscal 2026, we

paid second provisional South African tax payments of

Excluding the impact

income taxes, our cash used

in operating activities during the

first half of fiscal 2026 was

adversely impacted by cash utilized

significant net growth in our Consumer finance

loans receivable book, which was partially

offset by the positive contribution from our

operating segments.

provisional South

related to our 2026 tax year.

We also paid second provisional South African tax payments of $0.3 million (ZAR 4.9 million) primarily

related to certain of our recently acquired subsidiaries

that have not yet aligned their tax

year to our June 30 tax

taxes related

totaling $0.1

jurisdictions, primarily in Namibia and Botswana during the first

half of fiscal 2026.

During the first half of fiscal 2025, we paid

provisional South African

tax payments of $3.1

million (ZAR 56.3 million)

primarily related

to certain of

acquired subsidiaries that

yet aligned their

tax year end.

We also paid taxes related

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

paid taxes totaling $0.1 million in

jurisdictions, primarily

first quarter

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

related to our 2025

also paid taxes totaling

$0.1 million in other tax jurisdictions, primarily in Botswana during

the first half of fiscal 2025.

Taxes paid (refunded)

during the first quarter of fiscal 2026

during the first half of fiscal 2026

and 2025 were as follows:

Three months ended September 30,

Six months ended December 31,

First provisional payments

5 unchanged sentences

Foreign taxes paid

tax paid (refunded)

Cash flows from investing activities

First quarter

Second quarter

investing activities

second quarter

of fiscal 2026

capital expenditures

million (ZAR 66.5

million), primarily due to

4 unchanged sentences

17.1 million),

primarily related to the capitalization of development costs, during the

first quarter of fiscal 2026.

primarily related

to the capitalization

of development

costs, during

the second quarter

of fiscal 2026.

also received

from the disposal of Cell C.

Cash used in investing activities

for the second quarter

of fiscal 2025 included

capital expenditures of $6.3

million (ZAR 112.8

million), primarily due to the acquisition of vaults and

We also incurred expenditures of $0.4 million (ZAR 7.6 million),

primarily related to the capitalization of development costs, during the

first quarter of fiscal 2025.

primarily related

capitalization of

development costs,

second quarter

fiscal 2025, we paid $4.0 million related to acquisition of certain businesses, including

investing activities for

the first half

of fiscal 2026

included capital expenditures

of $7.9 million

(ZAR 137.4 million),

primarily due to

the acquisition

We also incurred

expenditures of $2.1

37.3 million), primarily

related to the capitalization of development costs, during the first half of fiscal 2026.

We also received $3.0 million

from the disposal

million), primarily due to

the acquisition of

We also incurred expenditures of

$0.6 million (ZAR

10.7 million), primarily related

to the capitalization of development costs, during the first half of fiscal 2025.

During the first half of fiscal 2025, we paid

related to acquisition of certain businesses, including Adumo.

Cash flows from financing activities

First quarter

first quarter

utilized $28.0

African general

banking facilities

fund the growth of our Consumer lending book,

and repaid $40.7 million

utilizing the funds received from the disposal

Second quarter

During the second quarter of fiscal 2026, we utilized $20.5 million from our South African general banking facilities to partially

lending book,

$12.4 million.

utilized $1.3

1 unchanged sentence

borrowings to

acquisition of

lending book.

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

under our asset-based

million related

the September

2025 refinance

lending book.

first quarter of

fiscal 2025, we

utilized $23.9

our South African

overdraft facilities

borrowings and in

accordance with our

repayment schedule under our

asset-based facilities.

also paid $0.3 million

to repurchase

shares from employees in order for the employees to settle taxes due related

to the vesting of shares of restricted stock.

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

South African overdraft facilities to fund our ATMs

and our cash management business through Connect, and repaid

1 unchanged sentence

We utilized $12.9 million of our long-

term borrowings to fund

the acquisition of certain

capital expenditures and for

working capital requirements.

repaid $5.5 million

term borrowings to

portion of the

Adumo purchase consideration,

pay certain transaction

expenses, repay Adumo’s borrowings,

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

settle Adumo’s

an origination

additional borrowings

controlling interest of $0.3 million.

During the first half of fiscal

2026, we utilized $48.5 million from

our South African general banking

facilities to partially fund

the growth of our Consumer lending book, and repaid $53.1 million.

utilized $4.0 million of our long-term borrowings to finance

the acquisition of POS devices and vehicles to fund our Merchant lending book.

repaid $2.4 million of long-term borrowings and

in accordance

repayment schedule

asset-based facilities.

million related

to repurchase

employees in order for the employees to settle taxes due related to the vesting of

shares of restricted stock.

During the first

half of fiscal

2025, we utilized

$72.7 million from

our South African

overdraft facilities to

fund our ATMs

borrowings to

purchase consideration,

transaction expenses,

repay Adumo’s

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

revolving credit

facility utilized.

an origination

borrowings as well as paid dividends to the non-controlling interest of $0.3 million.

Off-Balance Sheet Arrangements

2 unchanged sentences

Capital Expenditures

expect capital

spending for the

second quarter of

to primarily include

spending for acquisition

of POS devices,

capital spending

third quarter

include spending

for acquisition

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

for our ATM infrastructure and branch network in South Africa.

Our capital expenditures for

the first quarter of fiscal

and 2025 are discussed under

“—Liquidity and Capital Resources

expenditures for

are discussed

under “—Liquidity

Cash flows from investing activities.” Our capital expenditures

for the past three fiscal years

were funded through internally generated

arrangements.

1 unchanged sentence

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 2. Management’s Discussion and Analysis