What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-06 compared with 2026-02-04 · 1253 added, 861 removed, 2259 unchanged (48% of the section changed)

13 unchanged sentences

Total current assets

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

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

OPERATING LEASE RIGHT-OF-USE (Note 17)

1 unchanged sentence

GOODWILL (Note 7)

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

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

DEFERRED INCOME TAXES

15 unchanged sentences

TOTAL LIABILITIES

REDEEMABLE COMMON STOCK

REDEEMABLE COMMON STOCK (Note 11)

COMMON STOCK (Note 11)

Issued and outstanding shares, net of treasury - December:

Issued and outstanding shares, net of treasury - March:

PREFERRED STOCK

3 unchanged sentences

TREASURY SHARES, AT

COST - March:

ACCUMULATED OTHER

9 unchanged sentences

Three months ended

Six months ended

Nine months ended

(In thousands, except per share

5 unchanged sentences

Depreciation and amortization

Impairment loss (Note 7)

Transaction costs related to Adumo, Recharger and Bank Zero

acquisitions (Note 2)

acquisitions and certain compensation costs (Note 2)

OPERATING INCOME

6 unchanged sentences

INVESTMENT (Note 6)

REVERSAL OF ALLOWANCE FOR

DOUBTFUL LOAN

INTEREST INCOME

17 unchanged sentences

Three months ended

Six months ended

Nine months ended

(In thousands)

1 unchanged sentence

Net income (loss)

Other comprehensive income (loss), net of taxes

Other comprehensive (loss) income, net of taxes

Movement in foreign currency translation reserve

2 unchanged sentences

Release of foreign currency translation reserve related to

disposal of equity securities (Note 12)

impairment of equity-accounted investment (Note 12)

Total other comprehensive

income (loss), net of

Comprehensive income (loss)

(loss) income, net of

Comprehensive (loss) income

(Less) Add comprehensive (loss) income

attributable to non-controlling interest

Comprehensive income (loss) attributable to

Comprehensive (loss) income attributable to

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

5 unchanged sentences

comprehensive

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

in thousands)

Balance – October 1, 2024

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

Balance – January 1, 2025

( 28,297,365 )

3 unchanged sentences

( 2,495,662 )

Gain recognized related to issue of

shares included in treasury shares

Restricted stock granted (Note 13)

3 unchanged sentences

charge (Note 13)

Adumo non-controlling interest

acquired (Note 2)

Net (loss) income

Dividends paid to non-controlling

Other comprehensive loss (Note 12)

Balance – December 31, 2024

Other comprehensive income (Note

Balance – March 31, 2025

( 29,700,666 )

5 unchanged sentences

comprehensive

For the six months ended December 31, 2024 (dollar

amounts in thousands)

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

Balance – July

4 unchanged sentences

( 5,229,219 )

Gain recognized related to issue of

shares included in treasury shares

Restricted stock granted (Note 13)

3 unchanged sentences

charge (Note 13)

Adumo non-controlling interest

acquired (Note 2)

Net (loss) income

Dividends paid to non-controlling

Other comprehensive loss (Note 12)

Balance – December 31, 2024

Balance – March 31, 2025

( 29,700,666 )

6 unchanged sentences

comprehensive

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

in thousands)

Balance – October 1, 2025

For the three months ended March 31, 2026 (dollar amounts in thousands)

Balance – January 1, 2026

( 30,234,228 )

7 unchanged sentences

Deconsolidation of Humble (Note 2)

Lesaka Hospitality non-controlling

interest acquired (Note 11)

Transfer from redeemable common

stock to additional paid-in-capital

Net Income (loss)

Other comprehensive income (Note

Balance – December 31, 2025

Acquisition of non-controlling interest

Other comprehensive (loss) income

Balance – March 31, 2026

( 28,562,600 )

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

LESAKA TECHNOLOGIES, INC.

1 unchanged sentence

Lesaka Technologies, Inc.

For the six months ended December 31, 2025 (dollar

amounts in thousands)

For the nine months ended March 31, 2026 (dollar amounts in

Balance – July 1,

8 unchanged sentences

Deconsolidation of Humble (Note 2)

Lesaka Hospitality non-controlling

interest acquired (Note 11)

Transfer from redeemable common

stock to additional paid-in-capital

Acquisition of non-controlling interest

Other comprehensive income (Note

Balance – December 31, 2025

Balance – March 31, 2026

( 28,562,600 )

4 unchanged sentences

Three months ended

Six months ended

Nine months ended

(In thousands)

3 unchanged sentences

Depreciation and amortization

Impairment loss

Movement in allowance for doubtful accounts receivable

3 unchanged sentences

Earnings from equity-accounted investments

Reversal of allowance for doubtful loans receivable

Gain on deconsolidation of subsidiary

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

4 unchanged sentences

Dividends received from equity-accounted investments

Increase in accounts receivable

Decrease (Increase) in accounts receivable

Increase in finance loans receivable

(Increase) Decrease in inventory

Decrease in inventory

Increase (Decrease) in accounts payable and other payables

(Decrease) Increase in taxes payable

Deferred consideration due to seller of Recharger included in accounts payable

and other payables (Note 2 and Note 10)

Increase in taxes payable

Decrease in deferred taxes

Net cash used in operating activities

Net cash provided by (used in) operating activities

Cash flows from investing activities

13 unchanged sentences

Repayment of long-term borrowings (Note 9)

Acquisition of non-controlling interest

Acquisition of treasury stock (Note 13)

3 unchanged sentences

Net change in settlement obligations

Net cash provided by (used in) financing activities

Net cash (used in) provided by financing activities

Effect of exchange rate changes on cash and cash equivalents

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

Net increase in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash – beginning of period

4 unchanged sentences

Notes to the Unaudited Condensed Consolidated Financial Statements

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

for the three and nine months ended March 31, 2026 and 2025

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

15 unchanged sentences

Quarterly Reports

include all of

the information and

disclosures required

for interim financial

of operations

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

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

include all of the information and

disclosures required for interim financial reporting.

The results of operations for the

three and nine

months ended March 31, 2026 and

2025, are not necessarily indicative of

the results for the full year.

The Company believes that the

disclosures are adequate to make the information presented not misleading.

accounting policies and financial notes thereto included in the

105 unchanged sentences

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

nine months ended March 31, 2025, and corrected them in this filing.

The Company has also included the impact of the correction for

the three months ended September 30, 2025, in the condensed consolidated statements of operations for the nine months ended March

31, 2026, included in this filing.

The impact of these revisions has increased cost

of goods sold, IT processing, servicing and support,

administration

million, Interest

expense increased

(loss) attributable

result of the correction

to amounts reported

attributable to Lesaka for the affected periods.

Specifically,

for the nine months

ended March 31, 2026,

Cost of goods sold,

IT processing, servicing

and support increased by

million, Selling,

administration expense

million, Operating

income decreased

Interest expense increased

million, and Net

income (loss) attributable

to Lesaka decreased

million, as a result

correction to amounts reported

for the three months

ended September 30, 2025.

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

Basic and Diluted loss per

share for the nine months

ended March 31, 2026, were not impacted by the correction to amounts reported

for the three months ended September 30, 2025.

the condensed

18 unchanged sentences

Condensed consolidated statement of operations

Three months ended December 31, 2024

Three months ended March 31, 2025

(in thousands, except per share data)

2 unchanged sentences

Interest expense

Basic income (loss) per share attributable to Lesaka shareholders

Diluted income (loss) per share attributable to Lesaka shareholders

Basic earnings (loss) per share attributable to Lesaka shareholders

Diluted earnings (loss) per share attributable to Lesaka shareholders

Condensed consolidated statement of operations

Six months ended December 31, 2024

Nine months ended March 31, 2025

(in thousands, except per share data)

2 unchanged sentences

Interest expense

Basic income (loss) per share attributable to Lesaka shareholders

Diluted income (loss) per share attributable to Lesaka shareholders

Basic earnings (loss) per share attributable to Lesaka shareholders

Diluted earnings (loss) per share attributable to Lesaka shareholders

Basis of Presentation and Summary of Significant Accounting

20 unchanged sentences

Recent accounting pronouncements not yet adopted

as of December 31, 2025

as of March 31, 2026

Statement—Reporting

100 unchanged sentences

the amendments are

not intended to “change

not intended to

the fundamental nature

20 unchanged sentences

remains conditional).

The cash paid,

received related

to the Company’s

acquisitions during

the six months

ended December

summarized in the table below:

2026, is summarized in the table below:

Three months ended March 31,

Nine months ended March 31,

Total cash paid

21 unchanged sentences

million and $

million during the three and six months ended

December 31, 2025, respectively,

related to the proposed acquisition of

million during the three and nine months

March 31, 2026,

respectively, related

to the proposed

acquisition of Bank

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

accruals presented in

of transaction

related expenditures

transaction costs of $

1 unchanged sentence

2026 Acquisitions

Atom Operations Proprietary Limited

Prism Holdings

17 unchanged sentences

related to this acquisition.

Mobilemart Proprietary Limited

Agreement”) with BASA

Proprietary Limited (“BASA”) and

Mobilemart Proprietary Limited

(“Mobilemart”).

the Mobilemart Purchase Agreement and subject to its terms and conditions, Prism

agreed to acquire, and BASA agreed to sell, all of

consideration

2026 exchange

transaction closed

transaction costs related to this acquisition.

These acquisitions were allocated to our Enterprise operating segment.

2025 Acquisitions

18 unchanged sentences

Acquisitions and Dispositions (continued)

The transaction consideration per

the Recharger Purchase Agreement

was settled in two tranches.

The second and final tranche

and comprised

a contractual

shares of Lesaka’s common

stock with a contractual value of ZAR

previously recorded

the stock-based

compensation charge

the cash-settled

other payables.

million during

the three and

nine months ended

the unaudited

of operations.

volume-weighted

Johannesburg Stock Exchange for the three-month period prior to February 24, 2026.

The fair value of the shares of common stock in

calculated using

the shares issued

multiplied by the

Company’s closing

Johannesburg Stock

on March 3, 2026, of ZAR

, and translated to U.S.

dollars at the exchange rate of $1:

Lesaka SA delivered the

shares of the Company’s common stock from a pool of shares it purchased in October 2024,

and the Company recognized

additional paid-in-capital of $

million related to

the difference between in the

value on March

3, 2026, and the price paid per share in October 2024.

September 30,

18 unchanged sentences

Transaction costs and certain compensation

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:

did not incur

any transaction

costs related to

the Bank Zero

acquisition during

proposed acquisition of Bank Zero,

certain post-combination compensation costs expensed during

the three and nine

ended March 31, 2026 and 2025:

Three months ended

Six months ended

Nine months ended

Bank Zero transaction costs

1 unchanged sentence

Recharger transaction costs

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

Transaction costs related to Adumo, Recharger and Bank

unaudited condensed

statement operations

ended December

Recharger post-combination services expensed

Acquisitions and Dispositions (continued)

2025 Acquisitions (continued)

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)

Pro forma results of operations have not been presented for the acquisitions of Atom and Mobilemart because the effect of these

acquisitions,

contributed revenue and net income of $

million and $

million, respectively, for

the nine months ended March 31, 2026.

December 2025 disposal of Humble

44 unchanged sentences

The Company’s accounts receivable,

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

the table below:

net, and other receivables as of March 31, 2026, and June 30, 2025, are presented in the

Accounts receivable, trade, net

7 unchanged sentences

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

December 2025:

Amount due from VantagePay,

net of allowance:

Other receivables

42 unchanged sentences

is not significant.

The Company previously provided

Africa Limited (“VantagePay”)

with a working capital facility

Company created an allowance for

credit losses related to

loans receivable of $

million during the year

ended June 30, 2021, related

outstanding as

Company recently

entered into discussions

with VantagePay

regarding steps to recover

the amount outstanding,

and the Company believes

that there is

recoverability

Company also recognized outstanding interest of $

million during the three and nine months ended March 31, 2026.

ther receivables include prepayments, deposits, income taxes receivable and

4 unchanged sentences

The Company’s finance

loans receivable, net, as of December 31, 2025, and June 30, 2025, is presented

in the table below:

loans receivable, net, as of March 31, 2026, and June 30, 2025, is presented in the table below:

Microlending finance loans receivable, net

17 unchanged sentences

lending activities

Certain merchant finance loans receivable with an aggregate balance

million as of December 31, 2025 have been pledged as

Certain merchant

finance loans

aggregate balance

security for the Company’s

29 unchanged sentences

lifetime loss

rate as of each of June 30,

2025 and December 31, 2025,

The performing component (that

is, outstanding loan payments

rate as of each of June 30, 2025 and March 31, 2026, was

The performing component (that is, outstanding loan payments not in

the outstanding

respectively.

Merchant finance loans receivable

31 unchanged sentences

with the month-end outstanding lending book.

approximately

outstanding loan

under-performing

loss rate as of each of June 30, 2025 and March 31, 2026, was approximately

The performing component (that is, outstanding

loan payments not in

arrears), under-performing component (that

is, outstanding loan payments

arrears) and non-performing

component (that

is, outstanding

loan payments

non-performing

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 December 31, 2025.

which payments

represents approximately

%, respectively, of the outstanding lending book as of June 30, 2025.

The performing component, under-performing component

and non-performing component of the book represents approximately

%, respectively, of the outstanding lending book

as of March 31, 2026.

The Company’s inventory

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

comprised the following categories as of March 31, 2026, and June 30, 2025:

Raw materials

49 unchanged sentences

interest rates, which

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

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

2026 and stabilize

at that level

for the remainder of

Therefore, ignoring the

impact of changes

to the margin on

its borrowings

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

through regular

recent quarters.

the escalation of

conflict in the

Middle East has

increased oil and

commodity prices and

contributed to heightened

market volatility.

This is expected to exert upward pressure on inflation in the near term, which may

result in interest rates increasing

toward the end of the year or early next year.

Therefore, ignoring the impact of changes to the margin on its borrowings (refer to Note

borrowings outstanding,

increase moderately

increase in the future.

effectiveness

maintains surplus

cash equivalents

investments and

has occasionally

marketable securities.

non-performance

126 unchanged sentences

On October 31, 2025, in considering the proposed restructure

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

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

Prepaid Company

1 unchanged sentence

implemented, its

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

terms of the agreement, if:

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

the 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

49 unchanged sentences

Fair value of financial instruments (continued)

The following table

Company’s assets measured at

fair value on

of December 31,

2025, according

The following table presents

the Company’s

assets measured at fair value

on a recurring basis as

of March 31, 2026,

to the fair value hierarchy:

25 unchanged sentences

Total assets at fair value

During the three and six

months ended December 31,

2025, respectively, the Company transferred its investment in

Cell C Listco

respectively,

the Company recorded an

increase in the carrying

value of its investment

in Cell C Listco

prior to the disposal

During the nine months ended March 31, 2026, the Company

transferred its investment in Cell C Listco out

of Level 3 following

carrying value of its investment in Cell C Listco prior to the disposal of these

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.

transfers in or out of Level 3 during

the three months ended March 31, 2026

or during the three and nine months

respectively.

assets measured

basis, and categorized within

Level 3, during the

three months ended March

during the three and

nine months ended March

31, 2025, respectively.

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 six months ended December 31, 2025:

categorized within Level 3, during the nine months ended March 31, 2026:

Carrying value

3 unchanged sentences

Foreign currency adjustment

Balance as of December 31, 2025

Balance as of March 31, 2026

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

5 unchanged sentences

a recurring basis, and

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

categorized within Level 3, during the nine months ended March 31, 2025:

Carrying value

1 unchanged sentence

Foreign currency adjustment

Balance as of December 31, 2024

Balance as of March 31, 2025

foreign currency

26 unchanged sentences

Equity-accounted investments

The Company’s

ownership percentage in its equity-accounted

investments as of December 31,

2025, and June 30, 2025, was as

equity-accounted

Sandulela Technology

3 unchanged sentences

equity-accounted

December 31, 2025, which primarily includes the release of accumulated

other comprehensive loss (refer to Note 12).

March 31, 2026, 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 December

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

31, 2026, and June 30, 2025:

31 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.

During the nine months

ended March 31, 2026,

the Company invested $

million to acquire a

% interest in 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 extended a $

million credit facility to Cowdi.

The facility was undrawn as

of March 31, 2026.

The Company previously owned

19 unchanged sentences

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”

per share at the USD:

exchange rates applicable as of

March 31, 2025).

used this valuation

as the basis for its adjustment to decrease the carrying value of its investment in MobiKwik by $

million from $

million as of

June 30, 2024, to $

million as of March 31, 2025.

The change in the fair value of MobiKwik for the three and nine months

March 31, 2025, of $

million and $

million, respectively, 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.

operations for the three and nine months

ended March 31, 2025.

disposed of its entire

shareholding in MobiKwik in June 2025.

Summarized below

4 unchanged sentences

fair value and

maturity investments as of December 31, 2025:

maturity investments as of March 31, 2026:

Equity securities:

10 unchanged sentences

Summarized below is the movement in the carrying value of goodwill

for the six months ended December 31, 2025:

for the nine months ended March 31, 2026:

Balance as of June 30, 2025

Impairment loss

Acquisition (Note 2)

Deconsolidation of Humble (Note 2)

Foreign currency adjustment

Balance as of December 31, 2025

Balance as of March 31, 2026

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

1 unchanged sentence

on the carrying value.

Impairment loss

The Company assesses the carrying

value of goodwill for impairment

annually, or more

frequently, whenever

events occur and

circumstances change indicating potential impairment.

performs its annual impairment test as at June 30 of each year.

In order to determine

the amount of goodwill

impairments, the estimated

fair value of the

reporting units’ business

assets and liabilities were compared to the carrying value of their assets and liabilities.

The Company typically uses a discounted cash

flow model in order to determine the fair value of its businesses (this is a Level-3 fair value

measurement), however the reporting unit

impairment during

following the

termination of its sole revenue generating contract with a customer.

Based on this analysis, the Company determined that the carrying

value of the reporting units’ business assets and liabilities exceeded their fair

value at the reporting date.

In determining the

reporting unit, the

Company considered key

judgements related to

the reporting unit’s ongoing

revenue growth rates and the reporting unit’s

ability to continue to operate as a going concern.

Nine months ended March 31, 2026, impairment

The Company recognized

an impairment loss

million as a result

of the impairment

analysis performed

2026, related to goodwill allocated to its

Switchpay reporting unit within its Merchant segment.

impairment is included within the

caption impairment loss in the

unaudited condensed consolidated statement

of operations for the three and nine

months ended March

At June 30, 2025, the fair value of the Switchpay reporting unit exceeded

its carrying value by

The impairment loss in the

Switchpay reporting unit resulted

from the termination of its

sole customer contract

during fiscal 2026 which adversely

future cash flows,

growth prospects and its ability to continue as a going concern.

The table presents the components of impairment loss for the three and nine

months ended March 31, 2026:

Three months ended

March 31, 2026

Nine months ended

March 31, 2026

Goodwill impairment loss

Impairment of right-of-use assets (Note 17)

Impairment of property,

plant and equipment

Balance as of March 31, 2026

business and recognized an impairment related to ATMs

recorded in property, plant and equipment

to reduce the carrying amounts of

these assets to

their estimated recoverable

The recoverable

values were determined

based on estimated

proceeds expected

observable market

similar assets,

the condition,

expected timing

These estimates

represent management’s best estimate of fair value

less costs to sell.

The fair value measurements associated

with the impairment were

assumptions regarding expected

selling prices and

market demand for

Actual proceeds

may differ from

estimates arising from changes in market conditions or the timing and manner of disposal.

Goodwill and intangible assets, net (continued)

Goodwill (continued)

Goodwill has been allocated to the Company’s

1 unchanged sentence

Balance as of June 30, 2025

Impairment loss

Acquisitions (Note 2)

Deconsolidation of Humble (Note 2)

Foreign currency adjustment

Balance as of December 31, 2025

Balance as of March 31, 2026

(1) The foreign

9 unchanged sentences

of intangible assets as

of December 31,

2026, and June

As of December 31, 2025

As of March 31, 2026

As of June 30, 2025

14 unchanged sentences

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 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.

million during the nine months ended March 31, 2026 compared with the nine months ended March

The change in

the useful lives resulted in

million increase in the

Company’s net

loss from continuing operations

nine months ended

March 31, 2026,

respectively,

have a significant

impact on earnings

(loss) per share.

The change did

ot impact prior periods.

Goodwill and intangible assets, net (continued)

1 unchanged sentence

Aggregate amortization

expense on the finite-lived

intangible assets for the

three months ended March

31, 2026 and 2025,

million and $

million, respectively.

Aggregate amortization

expense on the

1 unchanged sentence

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,

ended March 31, 2026 and 2025, was $

million and $

million, respectively.

Future estimated annual amortization expense

five fiscal years

and thereafter,

Future estimated annual amortization expense for

the next five

fiscal years and

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,

is presented in

the table below.

acquisitions,

exchange rate fluctuations and other relevant factors.

Fiscal 2026 (excluding six months ended December 31, 2025)

Fiscal 2026 (excluding nine months ended March 31, 2026)

estimated annual amortization expense

1 unchanged sentence

Reinsurance assets and policyholder liabilities under insurance contracts

Summarized below

reinsurance assets

and policyholder

liabilities under

insurance contracts

months ended December 31, 2025:

Summarized below is

the movement in reinsurance

assets and policyholder

liabilities under insurance

contracts during the

months ended March 31, 2026:

Balance as of June 30, 2025

2 unchanged sentences

Foreign currency adjustment

Balance as of December 31, 2025

Balance as of March 31, 2026

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

15 unchanged sentences

Assets and policyholder liabilities under investment contracts

Summarized below is the movement

in assets and policyholder

liabilities under investment contracts during

the six months ended

December 31, 2025:

under investment

ended March 31, 2026:

Balance as of June 30, 2025

1 unchanged sentence

Foreign currency adjustment

Balance as of December 31, 2025

Balance as of March 31, 2026

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

16 unchanged sentences

will be replaced

by the new South African Overnight Index Average (“ZARONIA”).

Certain of the Company’s

borrowings reference JIBAR as a base

interest rate.

interest rate at

which rand-denominated

overnight wholesale

obtained by commercial

is uncertainty

surrounding the

transition would

Company is in

regular contact

with its lenders

and will update

existing borrowing

agreements to the

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

reference rate.

month negotiable

certificates of

deposit (“NCD”)

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

in South Africa, on December 31, 2025, was

by the new South African Overnight Index Average

(“ZARONIA”) following the cessation of JIBAR after its final publication on

rand-denominated

will commence

participants should no

financial contracts

referencing JIBAR, except

defined and limited

circumstances.

Certain of the

Company’s borrowings referenced JIBAR as

a base interest

2026, the Company amended

its borrowing

agreement to change

the reference rate

from JIBAR to

ZARONIA from April

anticipation of the

“No New JIBAR”

The reference rate applicable to

Facilities A and B will be

ZARONIA plus a credit adjustment

spread (“CAS”), intended to place

substantially the

same economic

%, respectively, implying an indicative CAS of

basis points, to align ZARONIA

with the prevailing

JIBAR rate on

final CAS will

be determined in

accordance with the

either by agreement

between the Company

SARB-recommended

market-adopted

The JIBAR, an average of

3 month negotiable certificates of deposit

(“NCD”) rates, on March 31, 2026,

ZARONIA rate on March 31, 2026, was

Facilities obtained in February 2025

Long-term borrowings – Facility A and Facility B Agreements

On February 27, 2025, the Company, Lesaka SA and a

number of other subsidiaries of Lesaka

SA entered into a Common Terms

Agreement (the “Original CTA”) with FirstRand

Bank Limited (acting through

its Rand Merchant Bank

division) (“RMB”), FirstRand

together with RMB and WesBank,

the “Lenders”), a South African

corporate and investment bank,

and Bowwood and Main No

(RF) Proprietary Limited (“Debt Guarantor”), a South African company incorporated for the sole purpose of holding collateral for the

benefit of the Lenders and acting as debt guarantor,

and certain other parties.

other subsidiaries

(“Restated CTA”)

which replaced

amended the reference rate from JIBAR TO ZARONIA;

annual repayment

from February

final maturity

date unchanged

February 27, 2029;

certain provisions to expressly permit the implementation of interest rate hedging.

The Restated CTA was further

amended by a letter dated March 27, 2026.

On March 31, 2026, the Company made its first scheduled repayment of

million) related to Facility B.

Short-term facility - General Banking Facility

Concurrent with

the execution

Original CTA,

Banking Facility

(the “Original GBF Agreement”), which was amended by an addendum

dated on or about July 16, 2025.

On March 27, 2026, Lesaka

Restated General

Banking Facility

(“Restated GBF

Agreement”) to

the Original GBF Agreement.

to the Restated GBF

Agreement, Lesaka SA and certain

of its subsidiaries have access

contingent facilities which cover

forward exchange contracts and credit

an indirect facility of ZAR

settlement lines

direct facilities

reallocated as

facilities, and indirect facilities may be reallocated as direct facilities.

The facilities under the

Restated GBF Agreement were

available for utilization

from March 30, 2026,

and are subject to annual

review by RMB.

paid an upfront fee of

million, translated at rates

applicable as of March 31,

to the RMB related to this transaction.

Borrowings (continued)

Movement in short-term credit facilities

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

Summarized below

short-term facilities

term facilities from as of June 30, 2025 to as of March 31, 2026:

Short-term facilities available as of March 31, 2026

Indirect and derivative facilities

2 unchanged sentences

Balance as of June 30, 2025

Guarantee fee paid

Foreign currency adjustment

Balance as of December 31, 2025

Balance as of March 31, 2026

No restrictions as to use

Interest rate as of December 31, 2025 (%)

Interest rate as of March 31, 2026 (%)

Interest rate as of June 30, 2025 (%)

3 unchanged sentences

Foreign currency adjustment

Balance as of December 31, 2025

Balance as of March 31, 2026

(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 December 31, 2025 and 2024, was $

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

2026 and 2025, was $

million, respectively.

1 unchanged sentence

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 $

South African

short-term borrowings

caption interest

the condensed

consolidated statement

of operations

million and $

6 unchanged sentences

of bank overdraft

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

ncluded on the Company’s

unaudited condensed consolidated statements of cash flows for the nine months

ended March 31, 2025.

Borrowings (continued)

Movement in long-term borrowings

Summarized below

the Company’s

long-term borrowing

Summarized below is the movement in the Company’s

long-term borrowing from as of June 30, 2025 to as of March 31, 2026:

Included in current

6 unchanged sentences

Foreign currency adjustment

Closing balance as of December 31, 2025

Closing balance as of March 31, 2026

Included in current

5 unchanged sentences

Due within 5 years

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

Interest rates as of March 31, 2026 (%):

Base rate (%)

3 unchanged sentences

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

A and Facility

initial margin

is determined

with reference

Ratio, and the

margin will be either

%, if the Net

Debt to EBITDA Ratio

is greater than or

equal to 2.5 times;

the Net Debt to EBITDA Ratio is less than 2.5 times.

(3) Interest on

Facility B is calculated

based on JIBAR from

time to time plus

(2) Interest on Facility A and Facility

B is based on the JIBAR (ZARONIA from April 1,

2026) in effect from time to time plus

an initial margin

From July 1, 2025, the margin on Facility B is determined with reference to the Net Debt to EBITDA Ratio, and the margin

will be either (i)

%, if the Net

Debt to EBITDA Ratio is greater than

or equal to 2.5 times;

% per annum until

June 30, 2025.

July 1, 2025, the

margin on Facility

A is determined

with reference

to the Net Debt

to EBITDA Ratio, and

the margin will be

%, if the Net Debt

Ratio is less than 2.5 times.

to EBITDA Ratio is

greater than or

to 2.5 times;

%, if the Net Debt to EBITDA Ratio is less than 2.5 times.

(3) Interest on Facility B is calculated based on JIBAR (ZARONIA from April 1, 2026)

from time to time plus an initial margin

% per annum until June 30, 2025.

From July 1, 2025, the margin

on Facility B is determined with reference to the Net Debt to

EBITDA Ratio, and the margin will be either

%, if the Net Debt to EBITDA Ratio is greater than

or equal to 2.5 times;

%, if the Net Debt to EBITDA Ratio is less than 2.5 times.

(4) Interest is charged at prime plus

% per annum on the utilized balance.

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

the utilized balance.

(5) Interest is charged at prime less

% 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 December 31, 2025 and 2024, was $

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

2026 and 2025, was $

million, respectively.

Prepaid facility fees

amortized included

in interest expense

during the three

months ended December

Prepaid facility fees amortized

included in interest expense during the three months ended March 31, 2026

and 2025, respectively,

3 unchanged sentences

caption interest expense

on the condensed

consolidated statement of

operations during the

six months ended

December 31, 2025

and 2024, was

on the condensed consolidated statement of operations during the nine months ended March 31, 2026 and 2025, was $

million, respectively.

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

Prepaid facility fees amortized included

in interest expense during the nine

months ended March 31, 2026

and 2025, respectively,

5 unchanged sentences

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

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

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

for the three months ended March 31, 2026 and 2025.

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 $

nine months ended

and interest incurred

Company’s CCC and K2020

facilities relates

to borrowings 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.

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

nine months ended March 31, 2026 and 2025.

cancelled Adumo’s

2 unchanged sentences

The repayment

borrowings included on the Company’s unaudited condensed consolidated statements

of cash flows for

the three and six

December 31, 2024.

borrowings included on the Company’s unaudited

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

Other payables

Summarized below is the breakdown of other payables as of December

Summarized below is the breakdown of other payables as of March

31, 2026, and June 30, 2025:

5 unchanged sentences

(A) Value-added

Other payables

discussed in Note 1.

tax payable and the total of Other payables as of June 30, 2025, have each increased by $

million as a result

of the correction discussed in Note 1.

Other includes deferred income, client deposits and other payables.

11 unchanged sentences

the consolidated statement of

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

for the nine months ended March 31, 2026.

Capital structure

Redeemable common stock issued pursuant to transaction with the IFC Investors

audited consolidated

financial statements

the year ended June 30, 2025, for additional information regarding its redeemable

common stock issued pursuant to transactions with

the IFC Investors.

Caribbean Fund, LP

(“ALAC”), made numerous

filings on Form

4 Statement of

Beneficial Ownership with

the United States

reclassified $

million related to these

shares sold from redeemable

common stock to additional

paid-in-capital during the

three and nine months ended March 31, 2026.

Capital structure (continued)

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

4 unchanged sentences

unaudited condensed

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:

consolidated statement of changes in equity during the nine months

ended March 31, 2026 and 2025, respectively,

and the number of

shares, net of treasury,

excluding non-vested equity shares that have not vested as of March 31, 2026 and 2025,

respectively:

Number of shares, net of treasury:

3 unchanged sentences

excluding non-vested equity shares that have not

Acquisition of Lesaka Hospitality non-controlling

Hospitality (formerly

Proprietary Limited)

(“Lesaka Hospitality”)

previously own

approximately $

million, which was settled

utilizing cash of

million and the

shares of Lesaka’s

stock with a fair

million on closing on

March 6, 2026.

shares of the

Company’s common stock were sourced

from a pool of shares the Company purchased in October 2024 and December 2025, respectively, and the Company recognized a gain

in additional paid-in-capital of $

million related to the difference between the value on March 6, 2026, and the price paid per share

December 2025,

respectively.

The acquisition

non-controlling

interests was

transaction with

a non-controlling

unaudited condensed

non-controlling

ownership interest in Lesaka Hospitality.

The difference between the fair value of the consideration paid and the amount by which the

non-controlling interest was adjusted, of $

million, was recognized in, and increased, total Lesaka equity.

Accumulated other comprehensive loss

2 unchanged sentences

other comprehensive

December 31, 2025:

March 31, 2026:

Three months ended

December 31, 2025

Balance as of October 1, 2025

March 31, 2026

Balance as of January 1, 2026

Movement in foreign currency translation reserve related to disposal of

Movement in foreign currency translation reserve

Balance as of December 31, 2025

Balance as of March 31, 2026

below presents

2 unchanged sentences

component during

December 31, 2024:

March 31, 2025:

Three months ended

December 31, 2024

Balance as of October 1, 2024

Movement in foreign currency translation reserve related to liquidation

of subsidiaries

March 31, 2025

Balance as of January 1, 2025

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

Balance as of March 31, 2025

Accumulated other comprehensive loss (continued)

(A) Accumulated other

comprehensive loss and

as of January

1, 2025, have

each decreased by

million as a result

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 $

other comprehensive loss and Total for the three months ended March

31, 2025, have

each increased 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

as of March 31, 2025, have

each increased by

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

comprehensive

December 31, 2025:

Six months ended

December 31, 2025

other comprehensive

March 31, 2026:

Nine months ended

March 31, 2026

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 impairment of equity

Release of foreign currency translation reserve related to liquidation of subsidiaries

Movement in foreign currency translation reserve

Balance as of December 31, 2025

Balance as of March 31, 2026

(A) Accumulated other comprehensive loss and Total

1 unchanged sentence

million as a result of the

correction discussed in Note 1.

Accumulated other comprehensive loss

for the six months ended

December 31, 2025, have

correction discussed

other comprehensive

each increased by

7 unchanged sentences

other comprehensive

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

Total as of March

31, 2026, 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

in accumulated

other comprehensive

March 31, 2025:

Nine months ended

March 31, 2025

Balance as of July 1, 2024

1 unchanged sentence

of subsidiaries

Movement in foreign currency translation reserve related to equity-accounted

Balance as of December 31, 2024

Movement in foreign currency translation reserve

Balance as of March 31, 2025

(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

comprehensive loss and

1, 2024, have

each increased by

million as a result

correction discussed

other comprehensive

each decreased by

million as a result

of the correction

discussed in Note

amount included in

of the correction discussed

the amount included in

the caption Movement

foreign currency translation reserve.

Accumulated other comprehensive loss and Total as of December

31, 2024, have each decreased

Accumulated other comprehensive loss

as of March 31, 2025,

have each increased by

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

5 unchanged sentences

reporting currency, which is USD.

comprehensive

equity-accounted investment.

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.

Accumulated other comprehensive loss (continued)

comprehensive loss (accumulated foreign currency translation reserve) to

net loss related to the

liquidation of a subsidiary.

reclassifications from accumulated other comprehensive loss to net loss during

the three months ended March 31, 2025.

comprehensive loss (accumulated foreign

currency translation reserve) to

net loss related

to the impairment

on liquidation of an

accounted investment.

reclassified an

aggregate gain

from accumulated other comprehensive loss (accumulated

foreign currency translation reserve) to net loss related to the

disposal of a

the liquidation

accumulated other

comprehensive loss

(accumulated foreign

currency translation

net loss related

the liquidation of subsidiaries.

Stock-based compensation

13 unchanged sentences

Stock option and restricted stock activity

The following table summarizes stock option activity for the six months

ended December 31, 2025 and 2024:

The following table summarizes stock option activity for the nine months

ended March 31, 2026 and 2025:

Outstanding - June 30, 2025

Outstanding - December 31, 2025

Outstanding - March 31, 2026

Outstanding - June 30, 2024

Granted – December 2024

Granted – November 2020

Outstanding - December 31, 2024

stock options were awarded

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

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

Granted – December 2024

Granted – January 2025

Outstanding - March 31, 2025

stock options were awarded during the

three and nine months ended March

The Company awarded

stock options during the nine months

ended March 31, 2025 with strike

prices ranging from $

stock options, together with the

that were awarded in December 2024, will vest on December 31, 2026, and

vesting is subject

to the executive officers 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 nine months ended March 31, 2026.

the three and nine

March 31, 2025,

million from the

stock options, respectively.

options, respectively.

Employees forfeited an aggregate of

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

stock options during each

of the three and

nine months ended March

assumptions noted in the

13 unchanged sentences

Options (continued)

The table below

presents the range

of assumptions used

to value stock

options granted during

the six months

ended December

The table below presents the range

of assumptions used to value stock options

granted during the nine months

ended March 31,

Expected volatility

3 unchanged sentences

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

December 31, 2025:

and expecting to vest - December 31, 2025

March 31, 2026:

and expecting to vest - March 31, 2026

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.

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

Exercisable - March 31, 2026

stock options became exercisable during each of the three and nine

months ended March 31, 2026 and 2025.

During each of

the three and nine months ended March

stock options became exercisable.

The Company issues

new shares to satisfy

stock option exercises.

Stock-based compensation (continued)

1 unchanged sentence

Restricted stock

The following table summarizes restricted stock activity for the six

months ended December 31, 2025 and 2024:

The following table summarizes restricted stock activity for the nine

months ended March 31, 2026 and 2025:

restricted stock

9 unchanged sentences

Granted – November 2025, with performance conditions

Granted – February 2026

Granted – March 2026

– August 2025

2 unchanged sentences

– December 2025

– February 2025

Forfeitures December 2022 award with market conditions

Non-vested – December 31, 2025

Non-vested – March 31, 2026

Non-vested – June 30, 2024

3 unchanged sentences

Granted – November 2024, with performance conditions

Granted – January 2025

– November 2024

1 unchanged sentence

– December 2024

Non-vested – December 31, 2024

– February 2025

Non-vested – March 31, 2025

Stock-based compensation (continued)

4 unchanged sentences

2026, respectively,

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

shares of restricted 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.

Company awarded

51 unchanged sentences

prices for the three years preceding the grant date.

In August 2024 and

October 2024, respectively, the Company granted

shares of restricted

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.

respectively,

employment with the Company through the applicable vesting dates.

In November 2024, the

7 unchanged sentences

are satisfied.

has agreed to

grant an advisor

shares per month

hoc consulting services

The Company and

the advisor have

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 $

respectively,

outstanding share count.

had previously

hoc consulting

provided to the Company.

The Company and the advisor have agreed that the Company will issue the shares to the advisor, in arrears,

quarterly basis.

stock-based compensation

million and included

the issuance of

shares of common

issued and outstanding

issued during the three months ended March 31, 2026.

During the third quarter of fiscal 2026, the Company and the consultant agreed

shares of the Company’s common stock that were

previously issued would be forfeited and

a cash payment of $

was made in lieu of the forfeited shares.

December 2025,

restricted stock

January 2026,

granted to employees vested.

Certain employees elected for

shares to be withheld

to satisfy the withholding

tax liability on the

shares to be withheld to satisfy the withholding tax liability on the

vesting of their shares.

2 unchanged sentences

In July 2024,

shares of restricted

stock granted to Mr.

former Group CEO, vested.

In November 2024,

shares of restricted

performance conditions (share

price targets) vested

following the

achievement of the

agreed performance

December 2024, February 2025 and March 2025,

an aggregate of

shares of restricted stock granted

to our former Group CEO,

In November and

December 2024, an

to employees vested.

Certain employees elected

shares to be withheld to

satisfy the withholding tax liability on

of their shares.

shares have been included in the Company’s

treasury shares.

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)

1 unchanged sentence

respectively,

restricted stock

were forfeited

officers (including

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

restricted stock following their

termination of employment with

During the nine months

ended March 31,

executive officers

market condition

share price performance) were not achieved.

respectively,

7 unchanged sentences

stock-based compensation

three months ended

December 31, 2025

million and $

million, respectively, which

million, respectively,

which comprised:

Allocated to cost

3 unchanged sentences

administration

Three months ended December 31, 2025

Three months ended March 31, 2026

Stock-based compensation charge

3 unchanged sentences

Total - three months

ended December 31, 2025

Three months ended December 31, 2024

ended March 31, 2026

Three months ended March 31, 2025

Stock-based compensation charge

2 unchanged sentences

Total - three months

ended December 31, 2024

The Company recorded

a stock-based compensation

charge, net, during

the six months ended

December 31, 2025 and

ended March 31, 2025

The Company recorded a stock-based

compensation charge, net, during the nine

months ended March 31, 2026

and 2025, of $

million and $

5 unchanged sentences

administration

Six months ended December 31, 2025

Nine months ended March 31, 2026

Stock-based compensation charge

2 unchanged sentences

stock forfeited

Total - six months ended

December 31, 2025

Six months ended December 31, 2024

Total - nine months

ended March 31, 2026

Nine months ended March 31, 2025

Stock-based compensation charge

1 unchanged sentence

stock forfeited

Total - six months ended

December 31, 2024

Total - nine months

ended March 31, 2025

The stock-based compensation charges

2 unchanged sentences

on the allocation of the

cash compensation paid to the relevant employees.

cash compensation paid to

the relevant employees.

Stock-based compensation

million related to the post-combination

compensation charges

related to the Recharger

acquisition are included

in the caption transaction

costs related to

Adumo, Recharger

and Bank Zero acquisitions and certain compensation costs included on the

unaudited condensed consolidated statement of operations

for the three

and nine months

ended March 31,

These stock-based charges

are classified as

cash settled awards

and were included

n other payables as of March 31, 2025.

Stock-based compensation (continued)

Company expects to

recognize over

December 31, 2025,

the total unrecognized

compensation cost related

to restricted

stock awards was $

As of March 31, 2026,

the total unrecognized compensation

cost related to stock options

million, which the Company

expects to recognize over

31, 2026, the total

unrecognized compensation cost related to

restricted stock awards

million, which the Company expects to recognize over

During the three months

ended December 31,

2025 and 2024, the

Company recorded a deferred

During the three months ended March 31, 2026 and 2025, the Company recorded a deferred tax benefit of $

million and $

respectively,

months ended March 31, 2026 and

2025, the Company recorded a deferred

tax benefit of $

million and $

million, respectively,

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

full deferred

the stock-based

United States.

Company deducts the difference

between the market value on the

date of exercise by the option

recipient and the exercise price from

income subject to taxation in the United States.

Earnings (Loss)

has issued redeemable

7 unchanged sentences

adjustments to the

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

any redemption.

The Company’s redeemable common stock is described

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

its Annual Report on Form 10-K for

the year ended

June 30, 2025.

carrying value of the redeemable common stock during the three

months ended March 31, 2026 and 2025, except as described in

the two-class method

presented below does not

include the impact

of any redemption.

The Company’s

common stock is

described in Note

audited consolidated financial

statements included in

its Annual Report

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

Basic earnings (loss) per share

8 unchanged sentences

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

calculated using

the two-class

basic earnings

the three months

reflects only undistributed earnings.

12 unchanged sentences

instruments had

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

stock method and are not considered to be

participating securities,

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

method and are not considered to be participating securities,

stock options

2 unchanged sentences

employee stock

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.

shares of common stock from the calculation of diluted

loss per share during the three months ended March 31,

antidilutive.

common stock from the calculation

of diluted loss per

share during the nine

months ended March 31, 2026

and 2025 because the

would be antidilutive.

stock granted

6 unchanged sentences

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:

Earnings (Loss)

per share (continued)

The following table

presents net earnings

(loss) attributable to

Lesaka and the

share data used in

the basic and

diluted earnings

(loss) per share computations using the two-class method:

Three months ended

Six months ended

Nine months ended

(in thousands except

2 unchanged sentences

per share data)

Net income (loss) attributable to Lesaka

Net earnings (loss) attributable to Lesaka

Undistributed Earnings (Loss)

6 unchanged sentences

Effect of dilutive securities:

Related to acquisitions

Stock options

10 unchanged sentences

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,

(A) Net loss attributable to

Lesaka and Undistributed

loss for the three and nine

months ended March 31, 2025,

have decreased

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

Undistributed loss for the nine months ended March 31,

2026, has decreased by $

million, as a result of the correction,

attributable to

Undistributed loss

September 30, 2025.

The correction of

the error did not

The correction of the error did not impact Basic and Diluted loss per share for the three months ended March 31,

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 nine months

decreased by $

the Company’s

outstanding during the three

and six months ended December

31, 2025, but were not

included in the computation of

diluted earnings

outstanding during

the computation

(loss) per share

5 unchanged sentences

the Company’s

prices ranging

were outstanding

during the three and

six months ended

December 31, 2024, but

were not included in

the computation of diluted

(loss) per share

during the three

and nine months

ended March 31,

2025, but were

not included in

the computation of

diluted loss per

share because

the options’ exercise

4 unchanged sentences

which expire at

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

arious dates through February 3, 2032, were still outstanding as of March 31, 2026.

Supplemental cash flow information

The following

table presents

ended December

The following table presents supplemental cash flow disclosures for the three and nine months ended March 31, 2026 and 2025:

Three months ended

Six months ended

Nine months ended

Cash received from interest

Cash paid for interest

Cash paid (refund) for income taxes

Cash paid for income taxes

Disaggregation of cash, cash equivalents and restricted

28 unchanged sentences

cash equivalents

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

restricted cash as of March 31, 2026 and 2025, and June 30, 2025:

June 30, 2025

2 unchanged sentences

Cash, cash equivalents and restricted cash

The following

table presents supplemental

cash flow disclosure

related to leases

six months ended

The following table presents supplemental

cash flow disclosure related to leases

for the three and nine months

ended March 31,

2026 and 2025:

Three months ended

Six months ended

Nine months ended

Cash paid for amounts included in the measurement of

7 unchanged sentences

reconciliation

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

reportable segments for the three months ended March 31, 2026:

Processing fees

3 unchanged sentences

Rest of Africa

Lending revenue

Interest from customers

Insurance revenue

Account holder fees

Rest of Africa

Total revenue, derived

from the following geographic

Total revenue under

ASC 606, derived from the

following geographic locations

Rest of Africa

Lending revenue

Interest from customers

Insurance revenue

Total non-ASC 606

disaggregated

reconciliation

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

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

Processing fees

3 unchanged sentences

Rest of Africa

Lending revenue

Interest from customers

Insurance revenue

Account holder fees

Rest of Africa

Total revenue, derived

from the following geographic

Total revenue under

ASC 606, derived from the

following geographic locations

Rest of Africa

Lending revenue

Interest from customers

Insurance revenue

Total non-ASC 606

Revenue recognition (continued)

2 unchanged sentences

reconciliation

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

reportable segments for the nine months ended March 31, 2026:

Processing fees

3 unchanged sentences

Rest of Africa

Lending revenue

Interest from customers

Insurance revenue

Account holder fees

Rest of Africa

Total revenue, derived

from the following geographic

Total revenue under

ASC 606, derived from the

following geographic locations

Rest of Africa

Revenue recognition (continued)

Disaggregation of revenue (continued)

Lending revenue

Interest from customers

Insurance revenue

Total non-ASC 606

disaggregated

reconciliation

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

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

Processing fees

3 unchanged sentences

Rest of Africa

Lending revenue

Interest from customers

Insurance revenue

Account holder fees

Rest of Africa

Total revenue, derived

from the following geographic

Total revenue under

ASC 606, derived from the

following geographic locations

Rest of Africa

Lending revenue

Interest from customers

Insurance revenue

Total non-ASC 606

These leasing

6 unchanged sentences

from locations

respectively.

operating lease

expense during

respectively.

lease expense during

months ended March

million, respectively.

The Company’s

operating lease expense during the nine months ended March 31, 2026 and 2025

million and $

million, respectively.

arrangements,

4 unchanged sentences

the three months ended

2025 and 2024,

March 31, 2026 and 2025,

million and $

million, respectively.

The Company’s

short-term lease

expense during

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

short-term lease expense during

months ended March 31, 2026 and 2025, was $

million and $

12 unchanged sentences

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

million, translated at exchange rates applicable as of March 31,

The Company expects to pay an annual basic lease expense of

million, translated at exchange rates applicable as of March 31, 2026), which increases

The Company has

not recorded an

operating lease right

-of-use (“ROU”) asset

or a operating

lease liability related

to this lease

unaudited condensed

consolidated balance

Company determined

occupation as of March 31, 2026.

determined that its

existing operating

lease arrangements

for its corporate

related leased

facilities will

as originally

planned transition

corporate head office and

other operating activities

Accordingly, the Company identified

indicators of impairment

for the related ROU assets and certain items of property,

plant and equipment.

The Company evaluated the impacted ROU assets for impairment.

groups consisted of operating lease ROU assets and

including furniture

recoverability test

indicated that

recoverable, as the undiscounted future cash flows were insufficient

to recover their carrying values.

The Company measured

these operating lease

ROU assets and

related leasehold improvements

at fair value

on a non-recurring

basis during the three and nine months ended March 31, 2026, as a result of impairment.

These fair value measurements are classified

value hierarchy.

was estimated

discounted cash

flow methodology,

which incorporates

significant unobservable inputs, including

assumptions related to remaining

lease terms, expected sublease income

and market rental

Company recorded

an impairment

million during

estimated fair value.

The impairment charge is included in the

caption impairment loss (refer to Note 7) in the

condensed consolidated

operations for

impairment did

lease liabilities.

The following table presents supplemental balance

1 unchanged sentence

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

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

lease liabilities as of March 31, 2026 and June 30, 2025:

Right of use assets obtained in exchange for lease obligations:

3 unchanged sentences

discount rate (percent)

Leases (continued)

The maturities of the Company’s

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

operating lease liabilities as of March 31, 2026, are presented below:

Maturities of operating lease liabilities

ended June 30,

2026 (excluding six months to December 31, 2025)

2026 (excluding nine months to March 31, 2026)

Total undiscounted

16 unchanged sentences

June 30, 2025.

Operating segments (continued)

The Company’s

35 unchanged sentences

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

through Recharger, landlords

utilizing Recharger’s prepaid electricity

through Recharger,

landlords utilizing Recharger’s

prepaid electricity metering

Types of products

51 unchanged sentences

and digital prepaid

payout solutions for South African businesses.

ayout solutions for South African businesses.

Operating segments

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

4 unchanged sentences

landlords access

to Recharger’s

prepaid electricity

14 unchanged sentences

by the Company.

Operating segments (continued)

Segment measure of profit or loss

4 unchanged sentences

partially used to

lending during

interest related

also included

3 unchanged sentences

Adjusted EBITDA

and six months ended December 31, 2024.

and nine months ended March 31, 2025.

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

43 unchanged sentences

the three months

ended December 31, 2025 and 2024, respectively,

ended March 31, 2026 and 2025, respectively,

is as follows:

Three months ended December 31, 2025

Three months ended March 31, 2026

Revenue from external customers

7 unchanged sentences

Segment adjusted EBITDA

(z) includes interest revenue of:

(y) includes interest expense of:

Operating segments

1 unchanged sentence

Expenditures for long-lived assets

Three months ended December 31, 2024

Three months ended March 31, 2025

Revenue from external customers

17 unchanged sentences

Merchant and Total

each increased

million, respectively,

correction discussed

Segment Adjusted

for the three

have each decreased by $

the three months

ended March 31,

2025 have each

million and $

million, respectively, as a

result of the

decreased by $

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

11 unchanged sentences

Adjusted EBITDA

for the three

2026, includes retrenchment

costs for Merchant

million), Consumer of $

million) and Enterprise of $

(3) Segment Adjusted

EBITDA for the

three months ended

2025, includes

retrenchment costs

Adjusted EBITDA

ended December

includes retrenchments

March 31, 2025,

includes retrenchment and

reorganization costs for

million) and Enterprise of $

Operating segments (continued)

5 unchanged sentences

revenue, significant

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,

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

profit or loss,

and certain other

segment information for

the nine months

ended March 31, 2026 and 2025, respectively,

is as follows:

Six months ended December 31, 2025

Nine months ended March 31, 2026

Revenue from external customers

12 unchanged sentences

Expenditures for long-lived assets

Six months ended December 31, 2024

Nine months ended March 31, 2025

Revenue from external customers

15 unchanged sentences

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 $

the nine months ended March 31, 2025 have each increased

million and $

million, respectively, as a result of the correction

decreased by $

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

3 unchanged sentences

for Merchant and Total

six months ended

December 31, 2025

have each increased

nine months ended March 31, 2026

have each increased by $

million and $

million, respectively, as a

result of the

million, respectively,

as a result of the correction,

as discussed in

9 unchanged sentences

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 nine months ended March 31, 2026 have each decreased by $

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

amount included in the caption Segment Adjusted EBITDA for

the three months ended September 30, 2025.

7 unchanged sentences

other operating

(2) Segment Adjusted EBITDA

for the six months

ended December 31, 2025,

includes retrenchment costs for

Merchant of $

million) and Consumer of $

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

2024, includes retrenchments costs for Consumer of $

Adjusted EBITDA

includes retrenchment

million), Consumer of $

million), and Enterprise of $

Adjusted EBITDA

months ended March

includes retrenchment

and reorganization

million), Consumer of

million) and Enterprise

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:

and nine months ended March 31, 2026 and 2025, is as follows:

Three months ended

Six months ended

Nine months ended

Reportable segments' measure of profit or loss

2 unchanged sentences

Interest adjustment

Unrealized Gain (Loss) FV for currency adjustments

Unrealized (Loss) Gain FV for currency adjustments

Stock-based compensation charge adjustments

1 unchanged sentence

Loss on disposal of equity-accounted investments

Impairment loss

Change in fair value of equity securities

Loss on disposal of equity securities

Reversal of allowance for doubtful loan receivable

Interest income

1 unchanged sentence

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

(A) Reportable segments’ measure of profit or loss for the three and nine months ended

March 31, 2025, have decreased by $

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, respectively, as a result of the correction discussed in Note 1.

Interest expense

for the three and nine months

ended March 31, 2025, have

increased by $

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 $

as a result of the correction discussed

respectively, as a result of

the correction discussed in Note 1.

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, as discussed in Note 1, to the

amount included in the captions

September 30,

expense for the

nine months ended

March 31, 2026, has

increased by $

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.

as discussed in Note

1, to the amount included in the caption Interest expense for the three

months ended September 30, 2025.

(1) Impairment loss excludes an amount of $

million which is included in the caption Once-off costs related to the exit of the

Operating segments (continued)

information as

33 unchanged sentences

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

the Company’s

profitable South

African operations,

For the three and

nine months ended March 31,

2026, the Company’s effective tax rate was

impacted by the tax

expense recorded

by the Company’s

profitable South African

non-taxable income

(including the

adjustment on

securities and

other income)

and non-deductible

(including transaction-related

expenditures).

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

(including the fair

value adjustment on

equity securities

income) and non

-deductible and

expenses (including

certain impairment

transaction-related expenditures).

Company’s income tax expense 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 March 31, 2026.

For the three and

nine months ended March 31,

2025, the Company’s effective tax rate was

impacted by the tax

expense recorded

by the Company’s

profitable South African operations, non-deductible

expenses (including transaction-related expenditures),

the Company’s

South African

businesses and the

associated valuation

allowances created

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

by these entities.

businesses, a

valuation allowance

created related

adjustment to MobiKwik,

and the associated valuation

allowances created related

to the deferred tax

assets recognized regarding

operating losses incurred by these entities.

Uncertain tax positions

unrecognized tax

Company files

returns mainly

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

As of March 31, 2026 and June 30, 2025, the

unrecognized tax benefits.

The Company files income tax returns

mainly in South Africa, Botswana, Namibia and in the U.S.

federal jurisdiction.

As of March 31, 2026, the Company’s South African

subsidiaries are no longer subject to income tax examination by the South African Revenue Service

for periods before June 30, 2020.

jurisdictions

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

financial position, statement of cash flows, or results of operations.

Commitments and contingencies

10 unchanged sentences

its business.

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

applicable as of March 31, 2026) thereby utilizing part of the Company’s

short-term facilities.

2 unchanged sentences

million, translated

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

short-term facilities.

The Company pays commission of

2026) thereby

utilizing part

pays commission

% per annum to

3 unchanged sentences

third parties.

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

recognized any

obligation related

guarantees in

its consolidated

balance sheet

potential amount that

3 unchanged sentences

million, translated

rates applicable

pledged certain

bank accounts

the guarantees

million, translated

applicable as of December 31, 2025).

at exchange rates applicable as

of March 31, 2026).

The Company has ceded

and pledged certain bank

accounts to Nedbank as

for the guarantees issued by them with an aggregate value of ZAR

million, translated at exchange rates applicable as

of March 31, 2026).

Contingencies

7 unchanged sentences

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