What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-06 compared with 2026-02-04 · 1062 added, 878 removed, 900 unchanged (68% of the section changed)

73 unchanged sentences

Recent Developments

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.

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

compared to the third quarter of fiscal 2025.

Lesaka acquired 100%

in MobileMart,

prepaid solutions.

Leveraging MobileMart’s

existing direct integrations into multiple mobile network operators and suppliers, aims to

enhance the unit economics of Merchant and Enterprise’s

ADP product offering.

On March 27, 2026,

Lesaka amended its Working

Capital Facility agreement,

increasing the size of

its general banking facility

to approximately

also includes

additional operating

subsidiaries as

borrowers, enabling

those entities

better aligning

the financing

structure with

operating structure.

The increased facility provides additional liquidity

and financial flexibility to support the Group’s

operations and

growth initiatives.

management offering and merchant lending ecosystem.

segment was determined to be non-core due to its limited financial

contribution and lack of operational synergy with the Merchant division’s

primary product suite.

This strategic wind-down allows for

the reallocation of capital toward high-growth, data-driven merchant

Merchant Division

We manage our Merchant operations through two distinct

Community, which focuses on local, high-growth businesses

through direct,

conversion cycles;

Corporate, which

-scale organizations

franchises requiring customized, multi-product solutions through

a strategic, long-term sales process.

In the second

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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.

reporting framework for

the Merchant division

to better represent the

comprehensive

metrics, specifically

to provide a holistic view

consistent reporting across our

this transition may

result in non-material inconsistencies

with certain legacy metrics.

Our definition

4 unchanged sentences

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.

Previously, we reported

of presence basis,

which was more

focused on our

device estate.

updated methodology

of an active merchant reflects the revenue generating

engagement of our entire Merchant base and more accurately

tracks our current

monetization strategy

User excludes

and non-recurring

hardware and installation costs as well as revenue from international subsidiaries.

ARPU performance

5 unchanged sentences

Product Penetration Rate:

2 or more products

Product Penetration Rate:

3 or more products

Merchant Division:

22 unchanged sentences

(“TPV”) - Supplier Enabled Payments (ZAR billions)

is calculated on

a revenue per

active merchant basis

3-month rolling average

quarter ended December

(1) ARPU is calculated on

a revenue per active merchant

basis based on a 3-month

rolling average for the quarter

Notable developments within Merchant Division:

TPV attributable

second quarter

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

Merchant Acquiring:

TPV attributable to Community segment increased to ZAR 3.8 billion for the third quarter of fiscal

2026 and 18% 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

Community segment, we continue to see growth for our cash management solutions, with cash TPV growth totalling to 52% year-on-

erchants within this segment aiming to digitize their cash holdings.

Core to our device placement strategy is the decision

to focus on quality business and optimizing our existing

Merchant ecosystem.

This can be seen through

the TPV growth which is primarily

driven by our Supplier Enabled

Payment product, delivering 49%

introduces them to the Lesaka Merchant ecosystem.

Within the Prepaid Solutions product TPV processed delivered -1% year-on-year

see sustained

Solutions TPV processed.

Overall, our ADP TPV continues to grow above 20%

on a year-on-year basis.

Within Software:

Continued focus on deploying Unity, our cloud-based point-of-sale (POS) software offering to existing and

new merchants.

Unity has a lower monthly cost than on-premises solutions, the increase in client numbers was offset by a decrease in

average revenue per user,

resulting in core revenue

remaining flat.

Unity enables easier integration

of our Software and

Acquiring propositions into one holistic bundle.

Approximately 17%

of our Software base currently use the Unity offering.

Within Lending:

Lending originations decreased 22% year-over-year, primarily reflecting exceptionally high activity in the prior

year period which were driven by concentrated short-term sales initiatives that did

not recur in the current period.

Consumer Division

37 unchanged sentences

Product Penetration Rate:

2 or more products

Product Penetration Rate:

23 unchanged sentences

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

average for the quarter ended December 31, 2025.

average for the quarter ended March 31, 2026.

(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,

and the growth

is reflective

of the demand

active consumer

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%.

Within Transactional

Growth in active consumers

driven primarily by continued

product and technology innovation,

not withstanding

to Bonngwe (our

sales consultant and

experiences have driven higher cross-sell penetration for both existing and new consumer

also continue to reassess our

service centers to

enhance growth

of our active consumer base.

have continued

products with

performance tracking below risk

expectations.

have maintained our

policy at 6.5%

of the outstanding

lending portfolio

and catered for

lending product

This provisioning level is currently

under review and we expect

to implement a

change in provisioning

levels towards the end

of this fiscal year.

Our insurance product

gross written

single quarter,

since launching

continued adoption

of our Bonngwe engine,

enabling sales

consultants to

cross-sell an

insurance policy

efficient manner.

have recently

insurance product

perform research

offerings to further develop our open-market

insurance strategy.

Enterprise Division

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now report on the performance under the Utilities product.

The underlying drivers of performance are primarily based

The underlying drivers of

performance are primarily based

on TPV processed.

Individual product related KPI’s are shown below

product related KPI’s are shown below.

Enterprise Division:

5 unchanged sentences

(“TPV”) (ZAR millions)

Utilities TPV combines historical performance of the Recharger business

pre-acquisition.

Recharger was acquired on March

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.

continue to see

increased TPV for

bill payments driven

from increased usage from

our existing bank

partners, which grew primarily from targeted marketing campaigns.

Through the MobileMart transaction, we are able to secure direct

integrations into four primary mobile

network operators (“MNO”) in South

Africa providing access to preferential

rates and supplier

availability.

Additionally,

we continue to see product expansion into our “4All” product, a multi-store

of value voucher which can be

redeemed at 40+

early development, we

are seeing growth

in both volumes

and average transaction

this product within ADP.

Within Utilities:

Through the consolidation

of product procurement

Merchant electricity

volumes are now

being processed via

the Enterprise division reducing

reliance on third-party

expect to migrate all

other subproducts of

ADP volume offered in Merchant via the Enterprise division by

the end of this fiscal year.

Critical Accounting Policies

26 unchanged sentences

Recent accounting pronouncements not yet adopted

as of December 31, 2025

pronouncements

condition, results of operations and cash flows.

as of March 31, 2026

pronouncements not yet adopted as

of March 31, 2026, including

the expected dates of adoption

and effects on our financial

results of operations and cash flows.

Currency Exchange Rate Information

2 unchanged sentences

Three months ended

Six months ended

Nine months ended

$ average exchange rate

9 unchanged sentences

Thus, the average rates used

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

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

and 2025, vary slightly from the averages shown in the table

following table:

Three months ended

Six months ended

Nine months ended

Income and expense items:

Balance sheet items:

have translated

of operations

and operating

segment information

ended December

average exchange

have translated the

results of operations and

operating segment information

for the three and

nine months ended March

and 2025, provided

in the tables

below using the

actual average exchange rates

per month (i.e.

January 2026, February

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.

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 presented to our chief operating

decision maker.

The impact of

using this method compared with the average rate for

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

We believe that presentation using the average

information presented in our

external financial reporting and

leads to fewer

differences between our external reporting

measures which

are supplementally presented in ZAR, and our internal management

information, which is also presented in ZAR.

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In fiscal 2026 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.

the acquisitions of Mobilemart and

Atom and have integrated

their businesses into ours.

we closed the

acquisitions of Adumo

and Recharger

and have integrated

their businesses into

2025 financial results

for the three and nine months ended March 31, 2025, includes Adumo

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

inter-related

9 unchanged sentences

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

Third quarter of fiscal 2026 compared to third quarter

of fiscal 2025

The following

a significant

of operations

third quarter

with the same period in the prior year:

Lower revenue in ZAR:

Higher revenue:

Our revenues increased 13.4% in U.S.

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;

and increased by 0.2% in ZAR,

primarily due to the inclusion

of Recharger and Mobilemart,

higher transaction, insurance and

lending revenues in

which was partially

offset by lower prepaid airtime revenue;

contribution from

3 unchanged sentences

acquisition-related

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

Lower net interest charge:

Net interest charge decreased to $4.08 million (ZAR 69.9 million) from $5.55 million (ZAR 99.4

intangible assets;

Lower net interest

charge decreased

to $3.3 million

(ZAR 54.2 million)

from $5.2 million

million) primarily due to

3 unchanged sentences

interest expense incurred

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

under our borrowing

arrangements related to

our Consumer lending

third quarter of

compared with

equivalent interest

expense related

Consumer lending

fiscal 2025 was included in interest expense;

Foreign exchange

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

5 unchanged sentences

In United States Dollars

Three months ended December 31,

Three months ended March 31,

Cost of goods sold, IT processing, servicing and support

1 unchanged sentence

Depreciation and amortization

Impairment loss

Transaction costs related to Adumo, Recharger

and Bank Zero acquisitions

and certain compensation costs

Operating income

Change in fair value of equity securities

Loss on disposal of equity-accounted investment

Loss on disposal of equity securities

Reversal of allowance for doubtful loan receivable

Interest income

5 unchanged sentences

Net Income (loss)

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

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

Net Income (loss) attributable to us

4 unchanged sentences

operations, Cost of goods sold,

processing, servicing and

support increased

by $0.17 million,

Selling, general

and administration

processing, servicing and support increased

by $0.2 million, Selling, general

and administration expense increased

by $0.05 million, Operating

income decreased by

$0.2 million, Interest

expense increased by $0.09

$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.

million, and the subtotal

captions from Income

(Loss) before income

tax expense (benefit) to Net income (loss) attributable to Lesaka decreased by $0.3 million for the three months ended March 31, 2025.

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

In South African Rand

Three months ended December 31,

Three months ended March 31,

Cost of goods sold, IT processing, servicing and support

1 unchanged sentence

Depreciation and amortization

Impairment loss

Transaction costs related to Adumo, Recharger

and Bank Zero acquisitions

and certain compensation costs

Operating income

Change in fair value of equity securities

Loss on disposal of equity-accounted investment

Loss on disposal of equity securities

Reversal of allowance for doubtful loan receivable

Interest income

5 unchanged sentences

Net Income (loss)

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

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

Net Income (loss) attributable to us

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(loss) attributable

December 31, 2024.

March 31, 2025.

(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

in insurance premiums

Revenue increased

7.3 million),

primarily due

Recharger and Mobilemart

the impact of an increase in

certain issuing fee base prices

year-over-year, and

transaction activity in our

issuing business,

collected and

lending revenues (including

lending revenues

interest) following

higher loan originations.

to discussion above at “—Recent Developments”

originations,

which was partially offset by the decrease in the volume of prepaid airtime sold.

Refer 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

lending related

(including interest expense) and higher insurance-related

claims and third-party transaction fees.

IT processing,

servicing and

and decreased

prepaid airtime

partially offset by

an increase in lending

related expenditures (including

interest expense),

higher insurance-related claims

party transaction fees and the inclusion of Recharger

and Mobilemart.

administration

primarily due

higher employee

-related expenses

in the allowance

result of higher

lending activities

and Merchant,

year-over-year

inflationary increases

expenses, which

was partially

stock-based compensation

was primarily

costs related

allowance for

credit losses

higher lending

activities by

higher consulting

over-year impact of inflationary increases on certain expenses,

which was partially offset by lower stock-based compensation

Depreciation and amortization

3 unchanged sentences

increase was due

acquisition-related

intangible asset

acquisition-related intangible

asset amortization

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.

Impairment loss

third quarter

2026 includes

an impairment

million) related

right-of-use assets

equipment for

operating lease

facilities will

as originally

transition to

corporate head

impairment loss of $0.7 million (ZAR 11.5

million) related to ATMs

recorded in property,

plant and equipment as a result of the exit

reporting unit

within the Merchant

Refer to Notes

to our unaudited

condensed consolidation

financial statements

for additional information.

incurred related

to the Recharger

and Bank Zero

acquisitions, and post-combination

compensation charges

recognized related to

incur significant

transaction costs

during the second

quarter of fiscal 2026.

Refer to Note 2 to our unaudited condensed consolidation

financial statements for additional information.

Our operating income

margin for the

second quarter of

1.2% and 0.3%,

third quarter

unaudited condensed consolidation financial statements for additional information.

Our operating

income margin

third quarter

respectively.

1 unchanged sentence

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 was $0.5

million (ZAR 8.7

million) compared with

$0.7 million (ZAR 12.9

million) during the second

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

We recorded a non-cash change in fair value of equity securities of $0.4

million during the third quarter of fiscal

2026, compared

to $20.4 million during the third quarter of fiscal 2025 related to

a fair value adjustment loss related to MobiKwik.

Refer to Note

our unaudited condensed consolidation financial statements for additional

was $1.2 million

million) compared

11.9 million)

quarter of fiscal 2025, due to increased cash balances.

Interest expense decreased to $4.5 million (ZAR 73.3 million) from $5.9

8 unchanged sentences

arrangements related to

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

fiscal 2025 was included in interest expense.

Second quarter of fiscal 2026

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

On a comparable basis the equivalent interest expense

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

was included in interest expense.

Third quarter of fiscal 2026

income tax expense was $1.5 million

(ZAR 11.5 million) compared to income tax benefit of

(ZAR 24.3 million) compared

to income tax benefit of $(2.9)

million (ZAR (53.7)

million) in fiscal

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

Our effective

was impacted by

the tax expense

recorded by our

profitable South

African operations

and non-deductible

expenses (including

transaction-related expenditures

impairment of

securities, the

5 unchanged sentences

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.

South African businesses, a

valuation allowance created related

value adjustment to MobiKwik,

and the associated valuation

allowances created related to the deferred tax assets recognized regarding

net operating losses incurred by these entities.

Results of operations by operating segment

2 unchanged sentences

In United States Dollars

Three months ended December 31,

Three months ended March 31,

Operating Segment

4 unchanged sentences

Group Adjusted EBITDA (non-GAAP)

(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.

unaudited condensed

consolidated statement

operations, Merchant

Adjusted EBITDA and Group Adjusted EBITDA decreased by $0.2 million for the three months ended March 31, 2025.

(1) Segment Adjusted EBITDA

for the three months ended December 31, 2024, includes

retrenchments costs for Consumer of $0.01 million.

(2) Group Adjusted EBITDA

is a non-GAAP measure, refer

to reconciliation below at

“—Results of Operations—Use of

AAP Measures”.

for the three months ended

March 31, 2026, includes retrenchment

costs of $0.3 million

for Merchant, $0.02

Consumer, and

$0.1 million for

Enterprise for the

third quarter of

Adjusted EBITDA for

the three months

March 31, 2025, includes reorganization and retrenchment costs of $0.7 million for Merchant and Enterprise of $0.3 million.

reconciliation

Operations—Use

In South African Rand

Three months ended December 31,

Three months ended March 31,

Operating Segment

4 unchanged sentences

Group Adjusted EBITDA (non-GAAP)

(A) In order to correct the

error discussed in Note 1 to the

unaudited condensed consolidated statement

of operations, Merchant

unaudited condensed

consolidated statement

operations, Merchant

Adjusted EBITDA and Group Adjusted EBITDA decreased by ZAR 3.7 million for the three months ended March 31, 2025.

Adjusted EBITDA for

the three months

ended March 31,

2026, includes

retrenchment costs of

ZAR 0.3 million

for Consumer,

and ZAR 1.1 million

for Enterprise for the

third quarter of

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

is a non-GAAP measure, refer

to reconciliation below at

“—Results of Operations—Use of

GAAP Measures”.

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

EBITDA Merchant and

reorganization

respectively, for the third quarter of fiscal 2025.

reconciliation

Operations—Use

Segment revenue

decreased primarily

ADP revenue earned,

including from lower

prepaid airtime volumes

airtime revenue

impacts our reported

revenue generated.

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

Adjusted EBITDA

primarily related

lower employment

-related expenditures,

processing, servicing

and lower allowance for credit losses.

Our Segment Adjusted EBITDA margin (calculated as Segment Adjusted EBITDA divided by revenue) for the third quarter of

and 2025 was 7.3% and 6.1%, respectively.

20 unchanged sentences

Our Segment Adjusted EBITDA margin for the

second quarter of fiscal 2026

and 2025 was 28.1%

third quarter of fiscal 2026 and 2025 was 34.0%

and 26.3%, respectively.

1 unchanged sentence

due to the inclusion of Recharger.

Our Segment Adjusted (loss) EBITDA margin for

the second quarter of fiscal 2026

and 2025 was 9.6% and

(0.3)%, respectively.

Our Segment Adjusted (loss) EBITDA margin for the

third quarter of fiscal 2026 and 2025 was 11.2% and 1.4%, respectively.

costs primarily

6 unchanged sentences

and directors’ and officers’ insurance premiums.

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

increased compared

higher employee

costs, consulting fees and compliance related expenditure.

to date fiscal 2026 compared to year to date 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,

a significant impact on our results

of operations during year to

date fiscal 2026 as compared

same period in the prior year:

inclusion of Adumo, Recharger

and Mobilemart,

an increase in value-added services

activity in Merchant, as

well as higher

transaction, insurance and lending revenues in Consumer,

which was partially offset by lower prepaid airtime revenue;

5 unchanged sentences

a non-cash fair value loss of $54.2

million during the first half of fiscal 2025

million during the year to date 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

interest charge:

203.0 million)

277.4 million) primarily

due to a lower

interest expense following

lower interest rates and

the exclusion of interest

incurred under our borrowing arrangements related to our Consumer lending book in year to date fiscal 2026 compared with

On a comparable basis the equivalent interest expense related to the

Consumer lending book for the year to date fiscal

2025 was included in interest expense;

Foreign exchange movements:

2% weaker against the

ZAR during the first

half of fiscal 2026

Foreign exchange

was 5% weaker

against the ZAR

during year to

date fiscal 2026

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

5 unchanged sentences

In United States Dollars

Six months ended December 31,

Nine months ended March 31,

Cost of goods sold, IT processing, servicing and support

1 unchanged sentence

Depreciation and amortization

Impairment loss

Transaction costs related to Adumo, Recharger

and Bank Zero acquisitions

and certain compensation costs

Operating income

1 unchanged sentence

Loss on impairment or disposal of equity-accounted investment

Reversal of allowance for doubtful loan receivable

Loss on disposal of equity securities

1 unchanged sentence

Interest expense

Loss before income tax expense (benefit)

Income (Loss) before income tax expense (benefit)

Income tax expense (benefit)

1 unchanged sentence

Earnings from equity-accounted investments

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

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

Net loss attributable to us

4 unchanged sentences

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

processing, servicing and support

increased by $0.5 million,

Selling, general and

administration expense increased

by $0.2 million, Operating

$0.7 million,

2 unchanged sentences

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.

(Loss) before

(benefit) to Net loss attributable to Lesaka decreased by $0.9 million for the nine months ended March 31, 2025.

Cost of goods

sold, IT processing, servicing

and support increased by

$0.2 million, Selling, general

and administration expense

$0.06 million, Operating income decreased

by $0.2 million, Interest expense increased

by $0.1 million, and the subtotal

captions from Income (Loss)

before income tax expense

(benefit) to Net loss

attributable to Lesaka decreased

by $0.4 million for

the nine months ended

March 31, 2026, to

the error discussed

to the unaudited

condensed consolidated statement

of operations as

the correction to

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,

Nine months ended March 31,

Cost of goods sold, IT processing, servicing and support

1 unchanged sentence

Depreciation and amortization

Impairment loss

Transaction costs related to Adumo, Recharger

and Bank Zero acquisitions

and certain compensation costs

Operating income

1 unchanged sentence

Loss on impairment or disposal of equity-accounted investment

Reversal of allowance for doubtful loan receivable

Loss on disposal of equity securities

1 unchanged sentence

Interest expense

Loss before income tax expense (benefit)

Income (Loss) before income tax expense (benefit)

Income tax expense (benefit)

1 unchanged sentence

Earnings from equity-accounted investments

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

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

Net loss attributable to us

10 unchanged sentences

3.1 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.

income decreased by ZAR 11.9 million, Interest expense increased by

ZAR 4.9 million, and the subtotal captions from

Income (Loss) before income

tax expense (benefit) to Net loss attributable to Lesaka decreased by ZAR 16.7 million for the three months ended March 31, 2025.

administration

2 unchanged sentences

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.

captions from Income (Loss)

before income tax expense

(benefit) to Net

loss attributable to Lesaka

decreased by ZAR

6.4 million for the

to correct the

error discussed

unaudited condensed

consolidated statement of

operations as a

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

Revenue increased

176.4 million),

2.0%), primarily

the inclusion

and Mobilemart, an increase in the volume of value-added services provided

(Pinless Airtime and gaming), an increase in

certain issuing

transaction activity

4 unchanged sentences

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.

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 $1.9 million (ZAR 430.3

million) or 0.5% (in ZAR 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

3 unchanged sentences

(in ZAR 17.4%).

increase was primarily due to the inclusion of Adumo;

higher employee-related expenses (including annual bonuses and

primarily due

higher marketing

costs related

Lesaka rebrand,

employee-related expenses

(including annual

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

increases), consulting

travel expenses,

year-over-year

compensation charges.

Depreciation and

8 unchanged sentences

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

Impairment loss for year

to date fiscal 2026 includes

an impairment loss of

$1.5 million (ZAR 25.6

million) related to right-of-

equipment for

operating lease

arrangements as

certain of our

leased facilities

will no longer

be utilized as originally

intended as a result

of the planned

transition to our new

corporate head office,

an impairment

loss of $0.7 million (ZAR 11.5 million) related to ATMs

recorded in property, plant and equipment

as a result of the exit of the ATM

and an impairment loss

of $0.4 million (ZAR

6.5 million) related to

goodwill allocated to our

Switchpay reporting unit within

consolidation

Transaction costs related to Adumo, Recharger

and Bank Zero acquisitions and certain compensation costs includes fees paid to

external service

providers associated

services procured

transaction on

the Recharger transaction in March 2025, and

ongoing transaction fees related to

our proposed acquisition of Bank

Refer to Note

2 to our unaudited condensed consolidation financial statements for additional

Our operating income margin for year

to date fiscal 2026

and 2025 was 1.2%

and 0.1%, respectively.

We discuss the components

of operating loss margin under “—Results of operations by

operating segment.”

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

partially offset by a non-cash change in fair value of equity

securities of $0.4 million.

during the first half

of fiscal 2025 related

to a fair value

a non-cash change

in fair value of

equity securities of $54.2

million during year

to date fiscal 2025

related to a fair

value adjustment

loss related to MobiKwik.

There were no changes in the fair value

of Cell C during the year to date fiscal 2025.

In December 2025, we

4 unchanged sentences

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.

Interest on surplus cash increased to $2.2 million (ZAR 37.3 million) from $2.0 million (ZAR 35.3 million), due to the inclusion

of Adumo and increased cash balances,

which was partially offset by lower interest rates.

Interest expense

million) from

$17.3 million

primarily due

5 unchanged sentences

arrangements related to

Consumer lending

compared with

equivalent interest

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

Consumer lending book in year to date

fiscal 2026 compared with 2025.

On a comparable

basis the equivalent interest expense related

to the Consumer lending book for the year to date 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

income tax expense was $2.0 million (ZAR 33.2 million) compared to an income tax benefit of $(9.3) million (ZAR

(169.2) million) in fiscal 2025.

Our effective tax rate for

fiscal 2026 was impacted by the tax

expense recorded by our profitable South

Our effective tax

rate for fiscal 2026 was impacted by

the tax expense recorded by our

profitable South

African operations,

3 unchanged sentences

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.

transaction-related

the reduction

in the useful

lives of certain

trademark intangible

assets which has

resulted in an increase in amortization expense during fiscal 2026.

securities, the

2 unchanged sentences

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.

intangible asset amortization,

non-deductible expenses (in

transaction-related expenses), a

valuation allowance

created related to the

valuation allowances created related to the deferred tax assets recognized regarding

net operating losses incurred by these entities.

Results of operations by operating segment

2 unchanged sentences

In United States Dollars

Six months ended December 31,

Nine months ended March 31,

Operating Segment

4 unchanged sentences

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

unaudited condensed

consolidated statement

operations, Merchant

Adjusted EBITDA and Group Adjusted EBITDA

decreased by $0.7 million for the

nine months ended March 31, 2025.

Merchant Segment Adjusted

EBITDA and Group Adjusted EBITDA decreased by $0.2 million for the nine months ended March 31, 2026, to correct the error discussed in Note

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”.

operations as

the correction

September 30, 2025.

Adjusted EBITDA

includes retrenchment

$0.7 million,

$0.2 million,

Enterprise of

$0.03 million.

Segment Adjusted

2025, includes

reorganization and retrenchment costs for Merchant of $0.7 million, Enterprise of $0.3 million, and Consumer of $0.1 million.

reconciliation

Operations—Use

In South African Rand

Six months ended December 31,

Nine months ended March 31,

Operating Segment

4 unchanged sentences

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

error discussed

the unaudited

condensed consolidated

operations, Merchant

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”.

Adjusted EBITDA

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) Segment Adjusted EBITDA for the nine

months ended March 31, 2026, includes

retrenchment costs for Merchant of ZAR

12.4 million, for

for Enterprise

Adjusted EBITDA

ncludes reorganization and retrenchment costs

for Merchant of ZAR

12.9 million, Enterprise of

ZAR 5.6 million, and

Consumer of ZAR 1.5

reconciliation

Operations—Use

Segment revenue primarily

4 unchanged sentences

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.

a higher volume of ADP provided (Pinless Airtime and gaming).

the increase in Segment Adjusted EBITDA is primarily due

to the inclusion

of Adumo for the

entire period compared with

the prior period, which

was partially offset

by higher operating expenses

Our Segment Adjusted EBITDA margin for year to

date fiscal 2026 and 2025 was 7.3% and 6.4%, respectively.

fees generated

10 unchanged sentences

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;

partially offset

higher allowance

losses following

originations in

higher insurance-

related claims,

interest expense

(of approximately

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.

Our Segment Adjusted EBITDA margin for year to

date fiscal 2026 and 2025 was 30.2% and 22.1%, respectively.

Segment Adjusted EBITDA is primarily due to the inclusion of Recharger

Our Segment Adjusted EBITDA margin for year to

date fiscal 2026 and 2025 was 9.9% and 1.5%, respectively.

Our group costs for fiscal 2026 increased compared with the prior period due to higher

consulting fees, higher employee related

costs, and higher compliance related expenditure.

Use of Non-GAAP Measures

23 unchanged sentences

We included an

non-recurring

consummated or ultimately not pursued.

intercompany interest expense in our Consumer Segment Adjusted EBITDA for three and nine months ended March 31, 202

off items represents non-recurring income and expense items, including costs related to acquisitions and transactions consummated or

ultimately not pursued.

the reconciliation

1 unchanged sentence

Three months ended

Six months ended

Nine months ended

Income (Loss) attributable to Lesaka - GAAP

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

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

Net Income (loss)

5 unchanged sentences

Interest income

Reversal of allowance for doubtful loan receivable

Loss on disposal of equity securities

10 unchanged sentences

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

(A) Loss attributable to

Lesaka – GAAP

and all subtotal

captions to Loss

before income tax

expense for the

three and nine

31, 2025 have

been decreased by

$0.32 million and

been decreased

by $0.3 million

million, respectively,

of the correction

expense for the

three and nine

months ended March

been increased by

$0.09 million and

$0.3 million,

respectively,

as a result of

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

discussed in Note

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

million, respectively,

correction discussed in Note 1.

March 31, 2026 have been decreased by $0.4 million and, as a result 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.

Interest expense for the nine months ended March 31,

been increased

correction, as

amount included

Interest expense for

the three months

ended September 30,

income and Group

Adjusted EBITDA

- Non-GAAP for

the nine months

ended March 31,

2026 have been

decreased by $0.2

million and, as

a result of the

correction, as discussed in

the amount included

in the caption

Interest expense for the

three months ended

million, as a

result of the

correction, as discussed

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) Impairments excludes an amount of $0.7 million which is included

in the caption exit of ATM

business in the table below.

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

1 unchanged sentence

Three months ended

Six months ended

Nine months ended

Lesaka brand refresh

Transaction costs

2 unchanged sentences

Indirect taxes provision release

Income recognized related to closure of legacy businesses

Total once-off

11 unchanged sentences

quarters, and the transactions are generally non-recurring.

business includes expenses incurred to

business and the impairment of ATMs

recorded in property,

plant and equipment (refer to Note 7 to our unaudited condensed consolidated

financial statements for additional information).

costs incurred

remainder of the 2026 calendar

year to roll out

the refreshed brand throughout the

organization.

These are non-recurring costs incurred

as a necessary step in a set of strategic initiatives designed to create a “One

Lesaka” identity for our customers and our employees.

provision release

2 unchanged sentences

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

Income recognized

legacy businesses

represents (i)

gains recognized

currency translation reserve

on deconsolidation of

and (ii) costs

incurred related to

subsidiaries which we

of deregistering/ liquidation and therefore we consider these costs non-operational

and ad hoc in nature.

Liquidity and Capital Resources

As of December 31, 2025, our cash and cash

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

dollar-denominated balances

of $2.1 million, ZAR-denominated balances of

ZAR 1.1 billion ($65.6 million),

and other currency deposits, primarily Botswana

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.

As of March 31, 2026, our cash and cash equivalents were

$90.6 million and comprised of U.S.

dollar-denominated

$3.3 million,

ZAR-denominated balances

billion ($85.4 million),

and other currency

deposits, primarily

Botswana pula,

of $1.8 million,

all amounts translated

at exchange rates

applicable as of

March 31, 2026.

The increase in

our unrestricted cash

from June 30, 2025, was

primarily due to positive contribution from our

operating segments, and the utilization of

our general banking

facilities to

partially fund

Consumer lending

was partially

application of

received from the disposal

of MobiKwik to

our general banking

facilities utilized, the

utilization of cash

reserves to fund certain

scheduled repayments

of our borrowings,

acquisition of

equipment and

intangible assets,

our Consumer lending book and to settle amounts due to the sellers of Recharger

and other entities acquired during the year to date.

invest any surplus cash held by

33 unchanged sentences

or loans when necessary.

a cash payment

175.0 million

($10.6 million)

in March 2026

consideration due to the seller of Recharger.

We are required to make

a scheduled debt repayment of ZAR 150 million ($9.0

in February 2026.

expect to pay

ZAR 100 million

We are required to make a scheduled debt repayment of ZAR 200 million ($11.7 million) in March 2027.

We expect to pay ZAR

100.0 million ($6.0

million) payment on

closing of the

translated at exchange rates as of December 31, 2025.

Bank Zero transaction.

All amounts translated

at exchange rates

Available short-term

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

December 31, 2025:

March 31, 2026:

short-term facilities available, comprising:

8 unchanged sentences

to various third parties on our behalf.

The facilities under the

Restated GBF Agreement were

available for utilization

from March 30, 2026,

and are subject to annual

review by RMB.

a commitment provided

6 unchanged sentences

Long-term borrowings

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.

We have aggregate long-term borrowings

outstanding of ZAR

3.4 billion ($201.6 million

translated at exchange

borrowings include

outstanding long-term

borrowings obtained

billion, which were

used to refinance

our previous long-term

have utilized all

of these long-term

credit facility,

400.0 million

acquisition of POS devices and vaults.

finance loans receivable

book and an asset

backed facility of ZAR

227.0 million which

is utilized to partially

fund the acquisition of

POS devices and vaults.

Restricted cash

11 unchanged sentences

cash presented in our consolidated

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

$0.1 million that has been ceded and pledged.

statement of cash flows as of March 31, 2026, includes restricted cash of $0.1 million

that has been ceded and pledged.

Arrangement with African Bank to fund our ATMs

21 unchanged sentences

exposed to the risk of cash lost while it is in our

theft) and are required to repay African Bank for any shortages.

theft) and are required to repay

African Bank for any shortages.

We intend to cancel this arrangement as

part of the process of winding

Cash flows from operating activities

Second quarter

Net cash utilized

in operating activities

during the second quarter

of fiscal 2026

Third quarter

Net cash provided by

operating activities during the

third quarter of fiscal

2026 was $37.6 million

(ZAR 630.0 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

to $10.7 million (ZAR 196.2 million) during the third quarter of fiscal 2025.

Excluding the impact of income taxes, our cash provided

by operating activities during the third quarter

of fiscal 2026

was positively impacted by the positive contribution

from our operating

positive working

capital changes

accounts receivables

and inventory,

increase in trade

and other payables.

During the third quarter

of fiscal 2026, we

paid first provisional South

African tax payments of

$0.2 million (ZAR 3.2

jurisdictions,

primarily in Botswana

during the third quarter

of fiscal 2026.

the third quarter of

fiscal 2025, we

paid first provisional South

African tax payments

of $0.6 million (ZAR

paid taxes totaling $0.1

million in other tax

jurisdictions, primarily in Botswana

during the second

quarter of fiscal 2026.

During the second quarter

provisional South

10.9 million) related

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

in other tax jurisdictions, primarily in Botswana.

primarily to certain

subsidiaries 2025 tax year.

the third quarter of fiscal 2025, we paid taxes totaling $0.1 million in other

tax jurisdictions, primarily in Namibia and Botswana.

Taxes paid (refunded)

during the second quarter of fiscal 2026

and 2025 were as follows:

Three months ended December 31,

during the third quarter of fiscal 2026 and 2025 were as follows:

Three months ended March 31,

First provisional payments

Second provisional payments

Taxation paid related

1 unchanged sentence

Tax refund received

Dividend withholding tax

Total South African

Foreign taxes paid

operating activities

34.6 million)

operating activities

Net cash provided by operating activities during year to date fiscal

2026 was $35.6 million (ZAR 609.4 million) compared to net

operating activities of

$2.6 million (ZAR

million) during

the fiscal half

of fiscal 2024.

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

47.6 million) during the

Excluding the

impact of income

cash provided

by operating activities

to date fiscal

positively impacted

by the positive

from our operating

segments and positive

working capital movements

which was partially

offset by cash

utilized for the

net growth in our Consumer finance loans receivable.

During year to date fiscal 2026, we paid first provisional South African tax payments of $4.5 million (ZAR 75.2 million) related

to our 2026 tax year.

We also paid second provisional South African tax payments of $0.4 million (ZAR 7.4 million) primarily related

to certain of our recently acquired subsidiaries that have not yet aligned

their tax year to our June 30 tax year end.

also paid taxes

jurisdictions, primarily

provisional South African

3 unchanged sentences

also paid taxes totaling

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

the first half of fiscal 2025.

$0.2 million in other tax jurisdictions, primarily in Namibia and Botswana

during the year to date fiscal 2025.

Taxes paid (refunded)

during the first half of fiscal 2026

and 2025 were as follows:

Six months ended December 31,

during year to date fiscal 2026 and 2025 were as follows:

Nine months ended March 31,

First provisional payments

3 unchanged sentences

Tax refund received

Dividend withholding tax

Total South African

1 unchanged sentence

Cash flows from investing activities

Second quarter

investing activities

second quarter

of fiscal 2026

Third quarter

activities for

capital expenditures

million (ZAR 66.5

million), primarily due to

6 unchanged sentences

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

of development costs,

during the third

quarter of fiscal

third quarter of

$10.8 million related

to acquisition

including $10.4

the final tranche

Recharger acquisition,

and $0.3 million

for Mobilemart.

our unaudited condensed consolidation

financial statements

for additional information.

activities for

million), primarily due to

the acquisition of

vaults and POS

We also incurred expenditures of

$1.7 million (ZAR

million), primarily due to the acquisition of vaults and

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

30.8 million),

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),

to the capitalization

of development costs,

during the third

quarter of fiscal

third quarter of

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

Cash used in investing activities for year to date fiscal 2026 included capital expenditures of $11.3 million (ZAR 193.5 million),

primarily due to

3 unchanged sentences

57.4 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

related to the capitalization of development

costs, during year to date fiscal

also received $3.0 million from

the disposal of

During year to date fiscal 2026,

we paid $11.1 million related to acquisition of

certain businesses,

including $10.4 million for

the final tranche of

the Recharger acquisition,

$0.3 million for Mobilemart and

$0.3 million for Atom.

Refer to Note 2

to our unaudited

condensed consolidation financial statements for additional information.

million), primarily due to

3 unchanged sentences

41.0 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.

capitalization

of development

costs, during

illion related to acquisition of certain businesses, including Adumo and Recharger.

Cash flows from financing activities

Second quarter

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

Third quarter

third quarter of

fiscal 2026, we

utilized $44.9

million from our

South African general

banking facilities to

lending book,

3 unchanged sentences

borrowings to

borrowings and in

accordance with our

repayment schedule under our

asset-based facilities.

borrowings and in accordance with our repayment schedule

under Facility B and our asset-based facilities.

also paid $3.5 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

$4.5 million of those facilities.

We utilized $12.9 million of our long-

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 purchase Lesaka Hospitality non-controlling interests.

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

repaid $134.5 million of

long-term borrowings towards our

refinanced facilities and in

accordance with our repayment

schedule and paid

$7.2 million to settle

also paid fees

of $0.5 million

related the February

2025 refinance

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

During year to date fiscal 2026, we utilized $93.4 million from our

South African general banking facilities to partially fund the

growth of our Consumer lending book, and repaid $82.5 million.

utilized $4.7 million of our long-term borrowings to finance the

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

repaid $12.6 million of long-term borrowings and in

accordance with our repayment schedule under our asset-based facilities.

We paid fees of $0.03 million related to the September 2025

lending book.

Lesaka Hospitality

controlling interests.

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

the employees

related to the vesting of shares of restricted stock.

During the year

to date fiscal 2025,

we utilized $94.2

$72.7 million from

our South African

overdraft facilities to

fund our ATMs

million from our

South African overdraft

facilities to fund our

management business

through Connect

partially fund

the acquisition

refinance of certain of

our facilities.

We repaid $84.9 million

of those facilities,

including towards our refinanced facilities.

$189.5 million

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

Adumo purchase

consideration, pay

certain transaction

expenses, repay

Adumo’s borrowings, repurchase shares of our common stock, fund the

acquisition of certain capital

expenditures, for working capital

requirements and

February 2025

our facilities.

repaid $130.0

long-term borrowings

accordance with our repayment schedule

paid $7.2 million to settle Adumo’s borrowings, and settled a portion of

our revolving credit

facility utilized.

an origination

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

also paid an origination fee

of $1.0 million to secure additional

borrowings as well as paid

dividends to the non-

controlling interest of $0.4 million.

Off-Balance Sheet Arrangements

2 unchanged sentences

Capital Expenditures

capital spending

third quarter

expect capital

include spending

for acquisition

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

for our ATM infrastructure and branch network in South Africa.

expenditures for

vaults, computer software, computer and

office equipment, as well as

for our branch network in

South Africa.

Our capital expenditures

are discussed

under “—Liquidity

Cash flows from investing activities.” Our capital expenditures

for the past three fiscal years

were funded through internally generated

arrangements.

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

Resources—Cash

activities.” Our capital expenditures for the past three fiscal

years were funded through internally generated funds, or our asset-backed

borrowing arrangements.

had outstanding

capital commitments

$0.5 million.

xpenditures through internally generated funds and available facilities.

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