UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q/A

(Amendment No. 1)

(Mark One)

☒

QUARTERLY

REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended

September 30, 2024

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND

EXCHANGE ACT OF 1934

For the transition period from

Commission file number:

000-31203

LESAKA TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Florida

98-0171860

(State or other jurisdiction

(IRS Employer

of incorporation or organization)

Identification No.)

President Place, 4

Floor

Cnr. Jan Smuts Avenue and Bolton Road

Rosebank, Johannesburg

2196

South Africa

(Address of principal executive offices, including zip code)

Registrant’s telephone number,

including area code:

343-2000

Not Applicable

(Former Name, Former Address and Former Fiscal Year,

if Changed Since Last Report)

Title of each class

Trading Symbol(s)

Name of each exchange

on which registered

Common stock, par value $0.001 per share

LSAK

NASDAQ

Global Select Market

Indicate by check mark whether

the registrant (1) has filed

all reports required to be

filed by Section 13 or

15(d)

the

Securities

Exchange

Act

1934

during

the

preceding

months

(or

for

such

shorter

period

that

the

registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90

days.

YES

☒

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File

required

submitted

pursuant

Rule

405

Regulation

S-T

(§232.405

this

chapter)

during

the

preceding

months (or for such shorter period that the registrant was required to submit such files).

YES

☒

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated

filer, smaller

reporting company

or an

emerging growth

company. See the

definitions of

“large accelerated

filer,”

“accelerated

filer,”

“smaller

reporting

company,”

and

“emerging

growth

company”

Rule 12b-2

the

Exchange Act (check one):

☐

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☐

Emerging growth company

If an

emerging

growth company,

indicate by

check mark

if the

registrant has

elected not

to use

the extended

transition period

for complying

with any

new or

revised financial

accounting standards

provided pursuant

Section 13(a) of the Exchange Act.

☐

Indicate by

check mark

whether the

registrant is

a shell

company (as

defined in

Rule 12b-2

of the

Exchange

Act). YES

☐

☒

As of November

4, 2024 (the

latest practicable date),

78,018,643

shares of the

registrant’s

common stock, par

value $0.001 per share, net of treasury shares, were outstanding.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q/A (“Amendment No. 1”) amends the Quarterly Report on Form 10-Q of Lesaka Technologies,

Inc. (the “Company”) for the quarter ended September 30, 2024, as originally filed with the Securities and Exchange Commission (the

“SEC”) on November 6, 2024, (the “Original Filing”).

On September 10, 2025, the Company filed a Current Report on Form 8-K under Item 4.02(a) with the SEC relating to the Original

Filing. This Amendment No. 1 amends the Original Filing to reflect the restatement of the Company’s unaudited condensed

consolidated financial statements for the three months ended September 30, 2024, in order to correct an error related to the Company’s

accounting for revenue, as more fully described in Note 1 to the unaudited condensed consolidated financial statements contained in

this Amendment No. 1. In correcting the misstatement in this Amendment No. 1, the Company has also revised other financial

statement line item amounts, including but not limited to its long-term borrowings and current portion of long-term borrowings to

revise its presentation between these accounts as a result of a misclassification identified during the three and nine months ended

March 31, 2025, refer to Note 1 for additional information. Additionally, conforming changes occur throughout this filing because of

the changes to the unaudited condensed consolidated financial statements.

In addition, we have filed an amendment to our Quarterly Reports on Form 10-Q for quarterly periods ended December 31, 2024,

originally filed with the SEC on February 5, 2025; and March 31, 2025, originally filed with the SEC on May 7, 2025.

Internal Control Considerations

Management has reassessed its evaluation of the effectiveness of its internal control over financial reporting as of September 30, 2024,

as further described in Part I, Item 4 of this Amendment, and concluded that material weaknesses existed and that internal control over

financial reporting was not effective as of September 30, 2024.

Items Amended in this Form 10-Q/A

For ease of reference, this Amendment No. 1 amends and restates the Original Filing in its entirety. Revisions to the Original Filing

have been made to the following sections:

•Part I, Item 1 – Financial Statements

•Part I, Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations

•Part I, Item 4 - Controls and Procedures

•Part II, Item 1A. – Risk Factors

•Part II, Item 6 - Exhibits

In addition, this Form 10-Q/A updates the signature page. In accordance with Rule 12b-15 under the Securities Exchange Act of 1934,

the Company is also including with this Form 10-Q/A new certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act

of 2022 from the Company’s Executive Chairman (as principal executive officer) and Group Chief Financial Officer (as principal

financial officer) dated as of the filing date of this Form 10-Q/A (included in Part II, Item 6. “Exhibits” and attached as Exhibits 31.1,

31.2, and 32).

Except as described above, this Form 10-Q/A is presented as of the date of the Original Filing and does not substantively amend,

update or change any other items or disclosures contained in the Original Filing. Accordingly, this Form 10-Q/A does not reflect or

purport to reflect any information or events occurring subsequent to November 6, 2024, the filing date of the Original Filing, unless

specifically noted herein, or otherwise modify or update those disclosures affected by subsequent events, except to the extent they are

otherwise required to be included and discussed herein. Among other things, forward-looking statements made in the Original Filing

have not been revised to reflect events, results or developments that occurred or facts that became known to the Company after the

date of the Original Form 10-Q, other than the restatement.

Accordingly, this Form 10-Q/A should be read in conjunction with the Company’s filings with the SEC that were made after the filing

of the Original Filing including any amendments to those filings. This Form 10-Q/A should be read with the Annual Report on Form

10-K filed with the SEC on or about September 29, 2025.

Form 10-Q

LESAKA TECHNOLOGIES, INC.

Table

of Contents

Page No.

PART

I. FINANCIAL INFORMATION

Item 1.

Financial Statements

Unaudited Condensed Consolidated Balance Sheets as of September 30, 2024 and June

30, 2024

Unaudited Condensed Consolidated Statements of Operations for the three months ended

September 30, 2024 (as restated) and 2023

Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income for the

three months ended September 30, 2024 and 2023

Unaudited Condensed Consolidated Statement of Changes in Equity for the three months

ended September 30, 2024 and 2023

Unaudited Condensed Consolidated Statements of Cash Flows for the three months

ended September 30, 2024 and 2023

Notes to Unaudited Condensed Consolidated Financial Statements

(as restated)

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

Part II. OTHER INFORMATION

Item 1A.

Risk Factors

Item 5.

Other Information

Item 6.

Exhibits

Signatures

EXHIBIT 2.2

EXHIBIT 39

EXHIBIT 40

EXHIBIT 41

Part I. Financial information

Item 1. Financial Statements

LESAKA TECHNOLOGIES, INC.

Unaudited Condensed Consolidated Balance Sheets

September 30,

June 30,

2024

(A)

2024

(B)

(In thousands, except share data)

ASSETS

CURRENT ASSETS

Cash and cash equivalents

49,687

59,065

Restricted cash related to ATM funding

and credit facilities (Note 8)

122

6,853

Accounts receivable, net and other receivables (Note 2)

29,825

36,667

Finance loans receivable, net (Note 2)

47,017

44,058

Inventory (Note 3)

20,194

18,226

Total current assets before settlement assets

146,845

164,869

Settlement assets

20,469

22,827

Total current assets

167,314

187,696

PROPERTY,

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

50,532

June:

49,762

34,481

31,936

OPERATING LEASE RIGHT-OF-USE (Note 16)

7,411

7,280

EQUITY-ACCOUNTED INVESTMENTS

(Note 5)

245

206

GOODWILL (Note 6)

146,577

138,551

INTANGIBLE ASSETS, NET (Note 6)

114,052

111,353

DEFERRED INCOME TAXES

3,734

3,446

OTHER LONG-TERM ASSETS, including equity securities (Note 5 and 7)

78,075

77,982

TOTAL ASSETS

551,889

558,450

LIABILITIES

CURRENT LIABILITIES

Short-term credit facilities for ATM funding (Note 8)

6,737

Short-term credit facilities (Note 8)

9,895

9,351

Accounts payable

12,815

16,674

Other payables (Note 9)

45,923

56,051

Operating lease liability - current (Note 16)

2,600

2,343

Current portion of long-term borrowings (Note 8)

16,384

15,719

Income taxes payable

1,488

654

Total current liabilities before settlement obligations

89,105

107,529

Settlement obligations

19,899

22,358

Total current liabilities

109,004

129,887

DEFERRED INCOME TAXES

39,345

38,128

OPERATING LEASE LIABILITY - LONG TERM (Note 16)

4,968

5,087

LONG-TERM BORROWINGS (Note 8)

132,136

127,467

OTHER LONG-TERM LIABILITIES, including insurance policy liabilities (Note 7)

2,790

2,595

TOTAL LIABILITIES

288,243

303,164

REDEEMABLE COMMON STOCK

79,429

EQUITY

COMMON STOCK (Note 10)

Authorized:

200,000,000

with $

0.001

par value;

Issued and outstanding shares, net of treasury - September:

64,301,943

June:

64,272,243

PREFERRED STOCK

Authorized shares:

50,000,000

with $

0.001

par value;

Issued and outstanding shares, net of treasury:

September:

June:

ADDITIONAL PAID-IN-CAPITAL

346,016

343,639

TREASURY SHARES, AT

COST: September:

25,563,808

June:

25,563,808

(289,733)

ACCUMULATED OTHER

COMPREHENSIVE LOSS (Note 11)

(177,830)

(188,355)

RETAINED EARNINGS

305,681

310,223

TOTAL LESAKA EQUITY

184,217

175,857

NON-CONTROLLING INTEREST

TOTAL EQUITY

184,217

175,857

TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND SHAREHOLDERS’ EQUITY

551,889

558,450

(A) – The Company reclassified an amount of $

12,543

from

long-term borrowings to current portion of long-term borrowings , refer to Note 1.

(B) – The Company reclassified an amount of $

11,841

from

long-term borrowings to current portion of long-term borrowings , refer to Note 1.

See Notes to Unaudited Condensed Consolidated Financial Statements

LESAKA TECHNOLOGIES, INC.

Unaudited Condensed Consolidated Statements of Operations

Three months ended

September 30,

2024

2023

(As

restated)

(A)

(In thousands, except per share

data)

REVENUE (Note 15)

153,568

136,089

EXPENSE

Cost of goods sold, IT processing, servicing and support

118,909

107,490

Selling, general and administration

26,726

22,515

Depreciation and amortization

6,276

5,856

Transaction costs related to Adumo acquisition (Note 20)

1,702

OPERATING (LOSS) INCOME

(45)

228

REVERSAL OF (ALLOWANCE) OF EMI

DOUBTFUL DEBT (Note 2 and 5)

250

INTEREST INCOME

586

449

INTEREST EXPENSE

5,032

4,909

LOSS BEFORE INCOME TAX EXPENSE

(4,491)

(3,982)

INCOME TAX EXPENSE (Note 18)

264

NET LOSS BEFORE EARNINGS (LOSS) FROM EQUITY-ACCOUNTED INVESTMENTS

(4,569)

(4,246)

EARNINGS (LOSS) FROM EQUITY-ACCOUNTED INVESTMENTS (Note 5)

(1,405)

NET LOSS

(4,542)

(5,651)

Net loss per share, in United States dollars

(Note 13):

Basic loss attributable to Lesaka shareholders

(0.07)

(0.09)

Diluted loss attributable to Lesaka shareholders

(0.07)

(0.09)

(A) Revenue and Cost of goods sold, IT processing, servicing and support have been restated to correct the misstatements discussed in Note 1.

See Notes to Unaudited Condensed Consolidated Financial Statements

LESAKA TECHNOLOGIES, INC.

Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income

Three months ended

September 30,

2024

2023

(In thousands)

Net loss

(4,542)

(5,651)

Other comprehensive income (loss), net of taxes

Movement in foreign currency translation reserve

10,525

(844)

Movement in foreign currency translation reserve related to equity-accounted

investments

489

Total other comprehensive

income (loss), net of taxes

10,525

(355)

Comprehensive income (loss)

5,983

(6,006)

Add comprehensive loss attributable to non-controlling interest

Comprehensive income (loss) attributable to Lesaka

5,983

(6,006)

See Notes to Unaudited Condensed Consolidated Financial Statements

LESAKA TECHNOLOGIES, INC.

Unaudited Condensed Consolidated Statements of Changes in Equity

Lesaka Technologies, Inc. Shareholders

Number of

Amount

Number of

Treasury

Number of

shares, net of

treasury

Additional

Paid-In

Capital

Retained

Earnings

Accumulated

other

comprehensive

loss

Total

Lesaka

Equity

Non-

controlling

Interest

Total

Redeemable

common

stock

For the three months ended September 30, 2023 (dollar amounts

in thousands)

Balance – July 1, 2023

88,884,532

(25,244,286)

(288,238)

63,640,246

335,696

327,663

(195,726)

179,478

79,429

Exercise of stock options

6,793

Stock-based compensation charge

(Note 12)

1,768

Reversal of stock-based compensation

charge (Note 12)

(8,127)

(9)

Stock-based compensation charge

related to equity-accounted investment

(Note 5)

Net loss

(5,651)

Other comprehensive loss (Note 11)

(355)

Balance – September 30, 2023

88,883,198

(25,244,286)

(288,238)

63,638,912

337,490

322,012

(196,081)

175,266

79,429

LESAKA TECHNOLOGIES, INC.

Unaudited Condensed Consolidated Statements of Changes in Equity

Lesaka Technologies, Inc. Shareholders

Number of

Amount

Number of

Treasury

Number of

shares, net of

treasury

Additional

Paid-In

Capital

Retained

Earnings

Accumulated

other

comprehensive

loss

Total

Lesaka

Equity

Non-

controlling

Interest

Total

Redeemable

common

stock

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

in thousands)

Balance – July 1, 2024

89,836,051

(25,563,808)

(289,733)

64,272,243

343,639

310,223

(188,355)

175,857

79,429

Restricted stock granted (Note 12)

32,800

Stock-based compensation charge

(Note 12)

2,377

Reversal of stock-based compensation

charge (Note 12)

(3,100)

Net loss

(4,542)

Other comprehensive income (Note

11)

10,525

Balance – September 30, 2024

89,865,751

(25,563,808)

(289,733)

64,301,943

346,016

305,681

(177,830)

184,217

79,429

LESAKA TECHNOLOGIES, INC.

Unaudited Condensed Consolidated Statements of Cash Flows

Three months ended

September 30,

2024

2023

(In thousands)

Cash flows from operating activities

Net loss

(4,542)

(5,651)

Depreciation and amortization

6,276

5,856

Movement in allowance for doubtful accounts receivable and finance loans receivable

1,499

1,525

(Earnings) Loss from equity-accounted investments (Note 5)

(27)

1,405

Movement in allowance for doubtful loans to equity-accounted investments

(250)

Fair value adjustment related to financial liabilities

190

(34)

Interest payable

1,693

1,764

Facility fee amortized

227

Profit on disposal of property, plant and equipment

(27)

(36)

Stock-based compensation charge (Note 12)

2,377

1,759

Decrease (Increase) in accounts receivable and other receivables

7,692

(2,345)

Increase in finance loans receivable

(1,590)

(488)

Increase in inventory

(889)

(479)

(Decrease) Increase in accounts payable and other payables

(17,177)

375

Increase in taxes payable

765

308

Decrease in deferred taxes

(446)

(562)

Net cash (used in) provided by operating activities

(4,137)

3,374

Cash flows from investing activities

Capital expenditures

(3,965)

(2,809)

Proceeds from disposal of property, plant and equipment

850

284

Acquisition of intangible assets

(173)

(135)

Net change in settlement assets

3,570

(11,237)

Net cash provided by (used in) investing activities

282

(13,897)

Cash flows from financing activities

Proceeds from bank overdraft (Note 8)

23,893

59,574

Repayment of bank overdraft (Note 8)

(31,028)

(62,793)

Long-term borrowings utilized (Note 8)

774

2,471

Repayment of long-term borrowings (Note 8)

(5,472)

(2,629)

Proceeds from exercise of stock options

Net change in settlement obligations

(3,648)

10,696

Net cash (used in) provided by financing activities

(15,481)

7,340

Effect of exchange rate changes on cash

3,226

(443)

Net decrease in cash, cash equivalents and restricted cash

(16,110)

(3,626)

Cash, cash equivalents and restricted cash – beginning of period

65,919

58,632

Cash, cash equivalents and restricted cash – end of period (Note 14)

49,809

55,006

See Notes to Unaudited Condensed Consolidated Financial Statements

LESAKA TECHNOLOGIES, INC

Notes to the Unaudited Condensed Consolidated Financial Statements

for the three months ended September 30, 2024 and 2023

(All amounts in tables stated in thousands or thousands of U.S. dollars, unless otherwise stated)

Basis of Presentation , Restatement of Financial Statement

and Summary of Significant Accounting Policies

Unaudited Interim Financial Information

The accompanying

unaudited condensed

consolidated financial

statements include

all majority-owned

subsidiaries over

which

the Company exercises

control and have been

prepared in accordance with

U.S. generally accepted accounting

principles (“GAAP”)

and

the rules

and

regulations

of the

United

States Securities

and

Exchange

Commission

for

Quarterly

Reports on

Form 10-Q

and

include all of

the information and

disclosures required for

interim financial reporting.

The results of

operations for the

three months

ended

September 30,

2024 and

2023, 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.

These

unaudited

condensed

consolidated

financial

statements

should

read

conjunction

with

the

financial

statements,

accounting policies and financial notes thereto included in the

Company’s Annual Report on Form 10-K for the fiscal year ended June

30, 2024, except

as noted below,

there are no material

changes to significant

accounting policies. In

the opinion of management,

the

accompanying

unaudited

condensed

consolidated

financial

statements

reflect

all

adjustments

(consisting

only

normal

recurring

adjustments), which are necessary for a fair representation of financial

results for the interim periods presented.

References to “Lesaka” are references

solely to Lesaka Technologies,

Inc. References to the “Company” refer

to Lesaka and its

consolidated subsidiaries, collectively,

unless the context otherwise requires.

Restatement of Previously Issued Financial Statements

Subsequent to the issuance of the Company’s unaudited condensed consolidated financial statements for the three months ended

September 30, 2024, the Company’s

management determined that the Company incorrectly

classified and recorded revenue from the

sale of certain vouchers on an agent basis instead of as a principal

due to a misinterpretation of the accounting implications

related to

change

operating

process

with

its

supplier.

The

Company

understated

its

revenue

and

cost

goods

sold,

processing,

servicing

and

support by

8.0

million

in its

unaudited

condensed consolidated

statement of

operations

for

the three

months ended

September 30, 2024.

The correction of

the misclassification did

not impact the

Company’s

basic and diluted

loss per share,

condensed consolidated

balance sheet as

of September 30,

2024, or

its unaudited condensed

consolidated statements of

comprehensive (loss) income,

unaudited

condensed consolidated

statement of changes

in equity and unaudited

condensed consolidated statements

of cash flows

for the three

months ended September 30, 2024.

The

tables

below

present

the

impact

the

restatement

the

Company’s

unaudited

condensed

consolidated

statement

operations for the three months ended September 30, 2024:

Three months ended September 30, 2024

As previously

reported

Restatement

adjustment

restated

(in thousands)

Revenue

145,546

8,022

153,568

Cost of goods sold, IT processing, servicing and support

110,887

8,022

118,909

Basis of Presentation , Restatement of Financial Statement

and Summary of Significant Accounting Policies (continued)

Revision of Previously Issued Financial Statements

April

2025,

the

Company

identified

that

had

misclassified

certain

its

long-term

borrowings.

The

Company’s

CCC

Revolving Credit

Facility was

scheduled to

be repaid

in full

on November

2024, but

this has

been extended

to June

30, 2025.

The

Company incorrectly

classified amounts due

under its CCC

Revolving Credit

Facility as long-term

borrowings instead of

as current

portion

long-term

borrowings

its unaudited

condensed

consolidated

balance

sheet as

September

30,

2024,

and its

audited

consolidated

balance

sheet

June

30,

2024.

The

table

below

presents

the

impact

the

revision

the

Company’s

financial

statements as of September 30, 2024 and June 30, 2024:

Consolidated balance sheet

As previously

reported

Correction

Revised

(in thousands)

September 30, 2024

Current portion of long-term borrowings

3,841

12,543

16,384

Long-term borrowings

144,679

(12,543)

132,136

June 30, 2024

Current portion of long-term borrowings

3,878

11,841

15,719

Long-term borrowings

139,308

(11,841)

127,467

The correction of the

misclassification did not impact

the Company’s audited consolidated statements

of operations, consolidated

statements of comprehensive (loss) income, consolidated statement of changes in equity,

or consolidated statements of cash flows for

the

year

ended

June

30,

2024

and,

except

noted

above,

the

Company’s

audited

balance

sheet

June

30,

2024.

The

misclassification did

not affect compliance

with any debt

covenants. The Company

assessed the materiality

of this error and

change

in presentation on

prior period consolidated

financial statements in

accordance with SEC

Staff Accounting

Bulletin (“SAB”) No. 99

“Materiality” and SAB No. 108, “Considering

the Effects of Prior

Year Misstatements when Quantifying Misstatements in the Current

Year

Financial Statements.”

Based on this

assessment, the Company

has concluded

that previously issued

financial statements were

not materially misstated based upon overall considerations of both quantitative

and qualitative factors.

The effects of

both the restatement

relating to the

correction of the

misclassification of revenue

and the revision

relating to the

correction of the misclassification of long-term borrowings have

been corrected in all impacted tables and footnotes throughout these

condensed consolidated financial statements.

Recent accounting pronouncements adopted

In November 2023,

the Financial Accounting Standards

Board (“FASB”)

issued guidance regarding

Segment Reporting (Topic

280)

improve

reportable

segment

disclosure

requirements,

primarily

through

enhanced

disclosures

about

significant

segment

expenses. In addition, the

guidance enhances interim disclosure

requirements, clarifies circumstances in

which an entity can disclose

multiple

segment

measures

profit

loss,

provides

new

segment

disclosure

requirements

for

entities

with

single

reportable

segment, and contains

other disclosure requirements.

This guidance is effective

for the Company

beginning July 1,

2024 for its

year

ended June 30, 2025, and for interim periods commencing from July 1, 2025 (i.e. for the

quarter ended September 30, 2025).

Recent accounting pronouncements not yet adopted

as of September 30, 2024

December

2023,

the

FASB

issued

guidance

regarding

Income

Taxes

(Topic

740)

improve

income

tax

disclosure

requirements. The guidance requires

entities, on an

annual basis, to

(1) disclose specific categories

in the income

tax rate reconciliation

and (2) provide additional information for reconciling items that meet a quantitative threshold (if

the effect of those reconciling items

is equal

to or

greater

than

five percent

of the

amount computed

by multiplying

pre-tax

income

or loss

by the

applicable

statutory

income tax rate). This guidance

is effective for the Company

beginning July 1, 2025. The Company

is currently assessing the impact

of this guidance on its financial statements and related disclosures.

Accounts receivable, net and other receivables and

finance loans receivable, net

Accounts receivable, net and other receivables

The Company’s accounts receivable, net, and other receivables as of September 30, 2024, and June 30, 2024, are presented in

the table below:

September 30,

June 30,

2024

Accounts receivable, trade, net

11,083

13,262

Accounts receivable, trade, gross

12,569

14,503

Allowance for doubtful accounts receivable, end of period

1,486

1,241

Beginning of period

1,241

509

Reversed to statement of operations

(50)

(511)

Charged to statement of operations

307

1,305

Utilized

(87)

(67)

Foreign currency adjustment

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

net of

allowance: September 2024: $

750

; June 2024: $

750

Current portion of total held to maturity investments

Investment in

7.625

% of Cedar Cellular Investment 1 (RF) (Pty) Ltd

8.625

% notes

Other receivables

18,742

23,405

Total accounts receivable,

net and other receivables

29,825

36,667

Trade receivables include amounts

due from customers

which generally have

a very short-term

life from

date of invoice

or service

provided to settlement. The duration

is less than a year in all cases and

generally less than 30 days in many

instances. The short-term

nature

these

exposures

often

results

balances

month-end

that

are

disproportionately

small

compared

the

total

invoiced

amounts.

The

month-end

outstanding

balance

are

volatile

than

the

monthly

invoice

amounts

because

they

are

affected

operational timing issues and

the fact that a balance

is outstanding at month-end is

not necessarily an indication of

increased risk but

rather a matter of operational timing.

Credit risk in respect of trade receivables are generally not

significant and the Company has not developed a sophisticated model

for these basic

credit exposures. The

Company determined to

use a lifetime

loss rate by

expressing write-off experience as

a percentage

of corresponding

invoice amounts

(as opposed

to outstanding

balances). The

allowance for credit

losses related to

these receivables

has

been

calculated

multiplying

the

lifetime

loss

rate

with

recent

invoice/origination

amounts.

Management

actively

monitors

performance of these receivables over

short periods of time. Different

balances have different rules to

identify an account in distress.

Once balances

in distress are

identified, specific

allowances are immediately

created. Subsequent

recovery from distressed

accounts

is not significant.

Current portion

of amount

outstanding related

to sale

of interest

in Carbon

represents an

amount due

related to

the sale

of the

loan in Carbon Tech

Limited (“Carbon”), with a face value of

3.0

million, which was sold in September

2022 for $

0.75

million, net

of an allowance

for doubtful loans

receivable of $

0.75

million. The Company has

not yet received

the outstanding $

0.75

million related

to the sale of the $

3.0

million loan, and continues to engage with the purchaser to recover the outstanding

balance.

Investment in

7.625

% of Cedar Cellular

Investment 1 (RF) (Pty) Ltd

8.625

% notes represents the

investment in a note which was

due to mature in

August 2022 and forms

part of Cell C’s

capital structure. The carrying

value as of each of

September 30, 2024,

and

June 30, 2024, respectively was $

(zero).

Other receivables include prepayments, deposits, income taxes receivable and

other receivables.

Accounts receivable, net and other receivables and

finance loans receivable, net (continued)

Finance loans receivable, net

The Company’s finance

loans receivable, net, as of September 30, 2024, and June 30, 2024, is presented

in the table below:

September 30,

June 30,

2024

Microlending finance loans receivable, net

30,732

28,184

Microlending finance loans receivable, gross

32,851

30,131

Allowance for doubtful finance loans receivable, end of period

2,119

1,947

Beginning of period

1,947

1,432

Reversed to statement of operations

(210)

Charged to statement of operations

609

2,454

Utilized

(552)

(1,795)

Foreign currency adjustment

115

Merchant finance loans receivable, net

16,285

15,874

Merchant finance loans receivable, gross

19,380

18,571

Allowance for doubtful finance loans receivable, end of period

3,095

2,697

Beginning of period

2,697

2,150

Reversed to statement of operations

(359)

Charged to statement of operations

632

2,479

Utilized

(397)

(1,672)

Foreign currency adjustment

163

Total finance

loans receivable, net

47,017

44,058

Total

finance

loans

receivable,

net,

comprises

microlending

finance

loans

receivable

the

Company’s

microlending

operations

in South

Africa as

well as

its merchant

finance loans

receivable related

to Connect’s

lending activities

in South

Africa.

Certain merchant finance loans receivable with an aggregate balance of $

15.6

million as of September 30, 2024 have been pledged as

security for the Company’s

revolving credit facility (refer to Note 8).

Allowance for credit losses

Microlending finance loans receivable

Microlending finance loans receivable is related to the Company’s

microlending operations in South Africa whereby it provides

unsecured short-term

loans to qualifying

customers. Loans to customers

have a tenor

of up to

six months

, with the majority

of loans

originated having

a tenor of

six months

. The Company

analyses this lending

book as a

single portfolio

because the

loans within the

portfolio have similar characteristics and management uses similar processes to monitor and assess

the credit risk of the lending book.

Refer to Note 4 related to the Company risk management process related to

these receivables.

The Company has operated this lending book for more than

five years

and uses historical default experience over the lifetime of

loans in order

to calculate a

lifetime loss rate

for the lending

book. The allowance

for credit losses

related to these

microlending finance

loans receivables

is calculated

by multiplying

the lifetime

loss rate

with the

month end

outstanding lending

book. The

lifetime loss

rate as of each of June 30, 2024 and September 30, 2024,

was

6.50

%. The performing component (that is, outstanding loan payments

not in arrears)

of the book

exceeds more than

%, of the

outstanding lending

book as of

each of

June 30,

2024 and

September 30,

2024.

Merchant finance loans receivable

Merchant finance loans

receivable is related

to the Company’s

Merchant lending activities

in South Africa

whereby it provides

unsecured

short-term loans

to qualifying

customers. Loans

to customers

have a

tenor of

up to

twelve months

, with

the majority

loans originated having a tenor of approximately

eight months

. The Company analyses this lending book as a single portfolio because

the loans within the portfolio have similar characteristics and management uses similar processes to monitor and assess the credit risk

of the lending book. Refer to Note 4 related to the Company risk management

process related to these receivables.

Accounts receivable, net and other receivables and

finance loans receivable, net (continued)

Finance loans receivable, net (continued)

Allowance for credit losses (continued)

Merchant finance loans receivable (continued)

The

Company

has

recently

(in

the

past

three years

)

commenced

lending

merchant

customers

and

uses

historical

default

experience over

the lifetime of

loans generated thus

far in order

to calculate a

lifetime loss rate

for the lending

book. The allowance

for credit losses related to these merchant finance loans receivables

is calculated by adding together actual receivables in

default plus

multiplying the lifetime loss rate with the month-end outstanding lending book. The lifetime loss rate as of each of June 30, 2024 and

September 30, 2024, was approximately

1.18

%. The performing component (that is, outstanding loan payments not in arrears), under-

performing

component (that

is, outstanding

loan payments

that are

in arrears)

and non-performing

component (that

is, outstanding

loans

for

which

payments

appeared

to have

ceased)

of the

book represents

approximately

% and

respectively,

of the

outstanding

lending

book

June

30,

2024.

The

performing

component,

under-performing

component

and

non-performing

component of

the book represents

approximately

% and

%, respectively,

of the outstanding

lending book

as of September

30, 2024.

Inventory

The Company’s inventory

comprised the following categories as of September 30, 2024, and June 30, 2024:

September 30,

June 30,

2024

Raw materials

2,784

2,791

Work-in-progress

744

Finished goods

16,666

15,364

20,194

18,226

Finished goods as

of June 30, 2024,

includes $

1.8

million of Cell C

airtime inventory that was

previously classified as

finished

goods subject to sale restrictions. The Company sold all of this inventory during

the three months ended September 30, 2024.

Fair value of financial instruments

Initial recognition and measurement

Financial instruments

are recognized

when the

Company becomes

a party

to the

transaction. Initial

measurements are

at cost,

which includes transaction costs.

Risk management

The Company manages its exposure

to currency exchange, translation, interest rate,

credit, microlending credit and equity price

and liquidity risks as discussed below.

Currency exchange risk

The

Company

subject

currency

exchange

risk

because

purchases

components

for

its

safe

assets,

that

the

Company

assembles, and inventories that it is required to settle in other currencies, primarily the euro, renminbi, and U.S. dollar.

The Company

has

used forward

contracts

in order

to limit

its exposure

in these

transactions

to fluctuations

in exchange

rates

between

the

South

African rand (“ZAR”), on the one hand, and the U.S. dollar and the euro, on

the other hand.

Translation risk

Translation risk relates to

the risk that

the Company’s results of operations

will vary significantly

as the U.S.

dollar is its

reporting

currency,

but it earns a

significant amount of its

revenues and incurs a

significant amount of its

expenses in ZAR. The

U.S. dollar to

the ZAR

exchange rate

has fluctuated

significantly over

the past

three years.

As exchange

rates are

outside the

Company’s

control,

there can be no

assurance that future fluctuations will

not adversely affect the Company’s results of operations and

financial condition.

Fair value of financial instruments (continued)

Risk management (continued)

Interest rate risk

As a result of its

normal borrowing activities, the Company’s operating results are exposed to fluctuations in

interest rates, which

it manages

primarily through

regular financing

activities. Interest rates

in South

Africa have

remained unchanged

in recent quarters

and in September

2024, the South African

Reserve Bank announced

a 25-basis point reduction

in the South African

repurchase rate,

with further reductions expected in the short-term. Therefore, ignoring the impact of changes to the margin on its borrowings (refer to

Note 8),

the Company

expects its

cost of

borrowing to

decline moderately

in the

foreseeable future,

however,

the Company

would

expect a

higher cost

of borrowing

if interest

rates were

to increase

in the

future. The

Company periodically

evaluates the

cost and

effectiveness of interest rate hedging strategies

to manage this risk.

The Company generally maintains surplus cash

in cash equivalents

and held to maturity investments and has occasionally invested in marketable securities.

Credit risk

Credit

risk

relates

the

risk

loss

that

the

Company

would

incur

result

non-performance

counterparties.

The

Company

maintains

credit

risk

policies

respect

its

counterparties

minimize

overall

credit

risk.

These

policies

include

evaluation

potential

counterparty’s

financial

condition,

credit

rating,

and

other

credit

criteria

and

risk

mitigation

tools

the

Company’s

management deems appropriate.

With respect

to credit risk on

financial instruments, the

Company maintains a

policy of

entering

into such

transactions only

with South

African

and European

financial institutions

that have

a credit

rating of

“B” (or

its

equivalent) or better, as determined by credit

rating agencies such as Standard & Poor’s, Moody’s

and Fitch Ratings.

Consumer microlending credit

risk

The Company

is exposed

to credit

risk in

its Consumer

microlending activities,

which provides

unsecured short-term

loans to

qualifying customers.

Credit bureau

checks as

well as

an affordability

test are

conducted as

part of

the origination

process, both

which are in line with local regulations. The Company considers this

policy to be appropriate because the affordability test it

performs

takes into account

a variety of

factors such

as other debts

and total expenditures

on normal household

and lifestyle expenses.

Additional

allowances

may

be required

should the

ability of

its customers

to make

payments when

due

deteriorate

in the

future. Judgment

required to assess

the ultimate recoverability

of these finance

loan receivables, including

ongoing evaluation

of the creditworthiness

of each customer.

Merchant lending

The Company maintains an allowance for

doubtful finance loans receivable related to

its Merchant services segment with

respect

to short-term loans to qualifying merchant customers. The

Company’s risk management procedures include adhering to its proprietary

lending criteria which uses

an online-system loan application

process, obtaining necessary customer transaction-history

data and credit

bureau checks.

The Company considers

these procedures

to be appropriate

because it takes

into account

a variety of

factors such

the customer’s credit capacity and customer-specific

risk factors when originating a loan.

Equity price and liquidity risk

Equity price risk relates to the risk of loss that the Company would incur as a result of the volatility in the exchange-traded price

of equity

securities that

it holds.

The market

price of

these securities

may fluctuate

for a

variety of

reasons and,

consequently,

the

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

from the reported market value.

Equity liquidity risk

relates to the risk

of loss that the

Company would incur as

a result of the lack

of liquidity on the

exchange

which

those

securities

are

listed.

The

Company

may

not be

able

sell some

all

these

securities

one

time,

over

extended period of time without influencing the exchange-traded price,

or at all.

Financial instruments

The following

section describes

the valuation

methodologies the

Company uses

to measure

its significant

financial assets

and

liabilities at fair value.

In general, and where applicable, the Company uses quoted prices in

active markets for identical assets or liabilities

to determine

fair value.

This pricing

methodology would

apply to

Level 1

investments. If quoted

prices in

active markets

for identical

assets or

liabilities are

not available

to determine

fair value,

then the

Company uses

quoted

prices for

similar assets

and

liabilities or

inputs

other

than

the

quoted

prices

that

are

observable

either

directly

indirectly. These

investments

would

be included

Level

investments. In

circumstances

which

inputs

are

generally

unobservable,

values

typically

reflect

management’s

estimates

assumptions that market participants would use in pricing the asset or liability.

The fair values are therefore determined using model-

based techniques that include

option pricing models,

discounted cash flow models,

and similar techniques. Investments

valued using

such techniques are included in Level 3 investments.

Fair value of financial instruments (continued)

Financial instruments (continued)

Asset measured at fair value using significant unobservable inputs – investment

in Cell C

The Company’s

Level 3 asset represents

an investment of

75,000,000

class “A” shares in Cell

C, a significant

mobile telecoms

provider in South Africa.

The Company used a discounted cash flow model developed by the Company to determine

the fair value of

its investment in Cell C as of September 30, 2024 and June 30, 2024, respectively,

and valued Cell C at $

0.0

(zero) and $

0.0

(zero) as

of September 30, 2024, and June 30, 2024, respectively.

The Company incorporates the payments under Cell C’s

lease liabilities into

the cash

flow forecasts

and assumes

that Cell

C’s

deferred tax

assets would

be utilized

over the

forecast period.

The Company

has

assumed a marketability

discount of

% and a

minority discount from

%. The Company

utilized the latest

business plan provided

Cell

management

for

the

period

ending

December

31,

2027,

for

the

September

30,

2024,

and

June

30,

2024,

valuations.

Adjustments have been made to the WACC

rate to reflect the Company’s

assessment of risk to Cell C achieving its business plan.

The following key valuation inputs were used as of September 30, 2024

and June 30, 2024:

Weighted Average

Cost of Capital ("WACC"):

Between

% and

% over the period of the forecast

Long term growth rate:

4.5

% (

4.5

% as of June 30, 2024)

Marketability discount:

% (

% as of June 30, 2024)

Minority discount:

% (

% as of June 30, 2024)

Net adjusted external debt - September 30, 2024:

(1)

ZAR

7.4

billion ($

0.4

billion), no lease liabilities included

Net adjusted external debt - June 30, 2024:

(2)

ZAR

billion ($

0.4

billion), no lease liabilities included

(1) translated from ZAR to U.S. dollars at exchange rates applicable as of September

30, 2024.

(2) translated from ZAR to U.S. dollars at exchange rates applicable as of June 30,

2024.

The following table presents the impact on the carrying value of the Company’s

Cell C investment of a

1.0

% decrease and

1.0

increase in the

WACC

rate and

the EBITDA margins

respectively used

in the Cell

C valuation

on September

30, 2024, all

amounts

translated at exchange rates applicable as of September 30, 2024:

Sensitivity for fair value of Cell C investment

1.0% increase

1.0% decrease

WACC

rate

519

EBITDA margin

146

The fair

value of

the Cell

C shares

as of

September 30,

2024, represented

% of

the Company’s

total assets,

including

these

shares.

The Company expects

to hold these

shares for an

extended period of

time and that

there will

be short-term equity

price volatility

with respect to these shares particularly given that Cell C remains in a turnaround

process.

The

following

table

presents

the

Company’s

assets

measured

fair

value

recurring

basis

September

30,

2024,

according to the fair value hierarchy:

Quoted Price in

Active Markets

for Identical

Assets

(Level 1)

Significant

Other

Observable

Inputs

(Level 2)

Significant

Unobservable

Inputs

(Level 3)

Total

Assets

Investment in Cell C

Related to insurance

business:

Cash, cash equivalents and

restricted cash (included

in other long-term assets)

235

Fixed maturity

investments (included in

cash and cash equivalents)

5,523

Total assets at fair value

5,758

Fair value of financial instruments

The following table presents the

Company’s assets measured

at fair value on a recurring basis as of

June 30, 2024, according to

the fair value hierarchy:

Quoted Price in

Active Markets

for Identical

Assets

(Level 1)

Significant

Other

Observable

Inputs

(Level 2)

Significant

Unobservable

Inputs

(Level 3)

Total

Assets

Investment in Cell C

Related to insurance business

Cash and cash equivalents

(included in other long-term

assets)

216

Fixed maturity investments

(included in cash and cash

equivalents)

4,635

Total assets at fair value

4,851

There have been

transfers in or out of Level 3 during the three months ended September 30, 2024 and 2023,

respectively.

There was

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

3, during the three months ended September 30, 2024 and 2023.

Summarized below is the movement in the carrying value of

assets and liabilities measured at fair value on a recurring

basis, and

categorized within Level 3, during the three months ended September

30, 2024:

Carrying value

Assets

Balance as of June 30, 2024

Foreign currency adjustment

(1)

Balance as of September 30, 2024

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

South African rand against the U.S. dollar on

the carrying value.

Summarized below is the movement in the carrying value

of assets and liabilities measured at fair value on

a recurring basis, and

categorized within Level 3, during the three months ended September

30, 2023:

Carrying value

Assets

Balance as of June 30, 2023

Foreign currency adjustment

(1)

Balance as of September 30, 2023

(1) The

foreign currency

adjustment represents the

effects of

the fluctuations

of the South

African rand

against the U.S.

dollar

on the carrying value.

Assets measured at fair value on a nonrecurring basis

The Company

measures equity

investments without

readily determinable

fair values

at fair value

on a

nonrecurring basis.

The

fair values of

these investments

are determined

based on

valuation techniques

using the best

information available

and may include

quoted market prices, market comparables, and discounted cash flow

projections. An impairment charge is recorded when the cost

the

asset

exceeds

its

fair

value

and

the

excess

determined

other-than-temporary.

Refer

Note

for

impairment

charges

recorded during the

reporting periods presented

herein. The Company

has

liabilities that

are measured at

fair value

on a

nonrecurring

basis.

Equity-accounted investments and other long-term assets

Refer to Note 9 to the Company’s audited consolidated

financial statements included in its Annual Report on Form 10-K for the

year ended June 30, 2024, for additional information regarding its equity-accounted

investments and other long-term assets.

Equity-accounted investments

The Company’s ownership

percentage in its equity-accounted investments as of September 30, 2024,

and June 30, 2024, was as

follows:

September 30,

June 30,

2024

Sandulela Technology

(Pty) Ltd ("Sandulela")

49.0

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

50.0

Finbond impairments recorded

during the three months ended September 30,

2023

August

10,

2023,

the

Company,

through

its

wholly

owned

subsidiary

Net1

Finance

Holdings

(Pty)

Ltd,

entered

into

agreement with Finbond to

sell its remaining

shareholding to Finbond for

a cash consideration of

ZAR

64.2

million ($

3.4

million using

exchange rates

applicable as

of September

30, 2023),

or ZAR

0.2911

per share.

Closed transaction

closed in

December 2023.

The

Company considered the August 10, 2023, agreement to be an impairment indicator.

The Company is required to include any foreign

currency translation

reserve and

other equity

account amounts in

its impairment

assessment if

it considers exiting

an equity

method

investment. The Company performed

an impairment assessment of

its holding in Finbond, including

the foreign currency translation

reserve and other equity

account amounts, as

of September 30,

The Company

recorded an impairment loss

of $

1.2

million during

the quarter ended September 30, 2023, which represented

the difference between the determined fair value of

the Company’s interest

Finbond

and

the

Company’s

carrying

value,

including

the

foreign

currency

translation

reserve

(before

the

impairment).

The

Company used

the price of

ZAR

0.2911

referenced in

the August 2023

agreement referred to

above to calculate

the determined fair

value for Finbond.

Carbon

In September

2022, the

Company,

through its

wholly-owned subsidiary,

Net1 Applied

Technologies

Netherlands B.V.

(“Net1

BV”),

entered

into

a binding

term

sheet

with the

Etobicoke

Limited

(“Etobicoke”)

to sell

its entire

interest, or

in Carbon

Etobicoke for

0.5

million and

a loan

due from

Carbon, with

a face

value of

3.0

million, to

Etobicoke for

0.75

million. Both

the

equity interest

and the loan

had a carrying

value of $

(zero) at June

30, 2022.

The parties agreed

that Etobicoke pledge

the Carbon

shares purchased as

security for the

amounts outstanding under

the binding term

sheet. The

Company received $

0.25

million on closing

and the outstanding balance

due by Etobicoke

was expected to be

paid as follows:

(i) $

0.25

million on September 30,

2023 (the amount

was received in October

2023), and (ii) the

remaining amount, of

0.75

million in March 2024

(the amount has not

been received as

of September 30, 2024 (refer to Note 2)).

Summarized below is the

movement in equity-accounted investments and

loans provided to equity-accounted

investments during

the three months ended September 30, 2024:

Total

(1)

Investment in equity

Balance as of June 30, 2024

206

Stock-based compensation

Comprehensive income:

Other comprehensive income

Equity accounted (loss) earnings

Share of net (loss) earnings

Impairment

Foreign currency adjustment

(2)

Balance as of September 30, 2024

245

(1) Includes Sandulela,

and SmartSwitch Namibia;

(2) The foreign currency

adjustment represents the effects

of the fluctuations

of the ZAR and Namibian

dollar, against the

U.S.

dollar on the carrying value.

Equity-accounted investments and other long-term assets (continued)

Other long-term assets

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

30, 2024, and June 30, 2024:

September 30,

June 30,

2024

Total equity investments

76,297

Investment in

% of Cell C (June 30, 2024:

%) at fair value (Note 4)

Investment in

% of MobiKwik (June 30, 2024:

(1)

76,297

Investment in

87.5

% of CPS (June 30, 2024:

87.5

%) at fair value

(1)(2)

Policy holder assets under investment contracts (Note 7)

235

216

Reinsurance assets under insurance contracts (Note 7)

1,543

1,469

Total other long-term

assets

78,075

77,982

(1)

The Company

determined

that

MobiKwik

and CPS

do not

have

readily

determinable

fair

values and

therefore

elected to

record these investments

at cost minus impairment,

if any,

plus or minus changes

resulting from observable

price changes in orderly

transactions for the identical or a similar investment of the same issuer.

(2) On October 16, 2020,

the High Court of

South Africa, Gauteng Division, Pretoria

ordered that CPS be

placed into liquidation.

Summarized below

are the components

of the Company’s

equity securities without

readily determinable

fair value and

held to

maturity investments as of September 30, 2024:

Cost basis

Unrealized

holding

Unrealized

holding

Carrying

gains

losses

value

Equity securities:

Investment in MobiKwik

26,993

49,304

76,297

Investment in CPS

Held to maturity:

Investment in Cedar Cellular notes (Note 2)

Total

26,993

49,304

76,297

Summarized below are the components of the Company’s

equity securities without readily determinable fair value and held to

maturity investments as of June 30, 2024:

Cost basis

Unrealized

holding

Unrealized

holding

Carrying

gains

losses

value

Equity securities:

Investment in MobiKwik

26,993

49,304

76,297

Investment in CPS

Held to maturity:

Investment in Cedar Cellular notes

Total

26,993

49,304

76,297

Goodwill and intangible assets, net

Goodwill

Summarized below is the movement in the carrying value of goodwill

for the three months ended September 30, 2024:

Gross value

Accumulated

impairment

Carrying

value

Balance as of June 30, 2024

157,899

(19,348)

138,551

Foreign currency adjustment

(1)

8,816

(790)

8,026

Balance as of September 30, 2024

166,715

(20,138)

146,577

(1) – The foreign currency adjustment represents the effects

of the fluctuations of the South African rand against the U.S.

dollar on the carrying value.

Goodwill and intangible assets, net (continued)

Goodwill (continued)

Goodwill has been allocated to the Company’s

reportable segments as follows:

Consumer

Merchant

Carrying value

Balance as of June 30, 2024

138,551

Foreign currency adjustment

(1)

8,026

Balance as of September 30, 2024

146,577

(1) The foreign

currency adjustment represents

the effects

of the fluctuations

of the South

African rand

against the U.S.

dollar

on the carrying value.

Intangible assets, net

Carrying value and amortization of intangible assets

Summarized below is

the carrying value and

accumulated amortization of

intangible assets as of

September 30, 2024, and

June

30, 2024:

As of September 30, 2024

As of June 30, 2024

Gross

carrying

value

Accumulated

amortization

Net

carrying

value

Gross

carrying

value

Accumulated

amortization

Net

carrying

value

Finite-lived intangible assets:

Customer relationships

27,388

(15,390)

11,998

25,880

(14,030)

11,850

Software, integrated

platform and unpatented

technology

122,099

(30,331)

91,768

115,213

(25,763)

89,450

FTS patent

2,230

(2,230)

2,107

(2,107)

Brands and trademarks

15,188

(4,902)

10,286

14,353

(4,300)

10,053

Total finite-lived

intangible

assets

166,905

(52,853)

114,052

157,553

(46,200)

111,353

Aggregate amortization

expense on the

finite-lived intangible assets

for the three

months ended September

30, 2024 and

2023,

was

3.8

million

and

3.6

million,

respectively.

Future

estimated

annual

amortization

expense

for

the

five

fiscal

years

and

thereafter, assuming exchange rates that

prevailed on September 30,

2024,

is presented in

the table below. Actual amortization expense

in future periods could differ from

this estimate as a

result of acquisitions, changes in useful

lives, exchange rate fluctuations and other

relevant factors.

Fiscal 2025 (excluding three months ended September 30, 2024)

11,888

Fiscal 2026

15,850

Fiscal 2027

15,790

Fiscal 2028

15,790

Fiscal 2029

15,602

Thereafter

39,132

Total future

estimated annual amortization expense

114,052

Assets and policyholder liabilities under insurance and investment

contracts

Reinsurance assets and policyholder liabilities under insurance contracts

Summarized below is the movement in reinsurance

assets and policyholder liabilities under insurance contracts

during the three

months ended September 30, 2024:

Reinsurance

Assets

(1)

Insurance

contracts

(2)

Balance as of June 30, 2024

1,469

(2,241)

Increase in policy holder benefits under insurance contracts

180

(2,500)

Claims and decrease in policyholders’ benefits under insurance contracts

(190)

2,463

Foreign currency adjustment

(3)

(131)

Balance as of September 30, 2024

1,543

(2,409)

(1) Included in other long-term assets (refer to Note 5);

(2) Included in other long-term liabilities;

(3) Represents the effects of the fluctuations of the ZAR against

the U.S. dollar.

Assets and policyholder liabilities under insurance and investment

contracts (continued)

Reinsurance assets and policyholder liabilities under insurance contracts

(continued)

The Company has agreements with reinsurance companies in order to limit its losses from various insurance contracts, however,

if the reinsurer is unable

to meet its obligations, the

Company retains the liability.

The value of insurance

contract liabilities is based

on the best estimate assumptions of future experience plus prescribed

margins, as required in the markets in which these

products are

offered,

namely South

Africa. The

process of

deriving the

best estimate

assumptions plus

prescribed margins

includes assumptions

related to claim reporting delays (based on average industry experience).

Assets and policyholder liabilities under investment contracts

Summarized

below is

the movement

in assets

and policyholder

liabilities under

investment contracts

during the

three months

ended September 30, 2024:

Assets

(1)

Investment

contracts

(2)

Balance as of June 30, 2024

216

(216)

Increase in policy holder benefits under investment contracts

(6)

Foreign currency adjustment

(3)

(13)

Balance as of September 30, 2024

235

(235)

(1) Included in other long-term assets (refer to Note 5);

(2) Included in other long-term liabilities;

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

The Company does not offer any investment products with guarantees

related to capital or returns.

Borrowings

Refer to

Note 12

to the

Company’s

audited consolidated

financial statements

included in

its Annual

Report on

Form 10-K

for

the year ended June 30, 2024, for additional information regarding

its borrowings.

South Africa

The

amounts

below

have

been

translated

exchange

rates

applicable

the

dates

specified.

The

3-month

Johannesburg

Interbank

Agreed Rate

(“JIBAR”),

the

rate at

which

private sector

banks borrow

funds from

the

South

African Reserve

Bank,

September 30, 2024, was

8.35

%. The prime rate, the benchmark rate at which private sector banks

lend to the public in South Africa,

on September 30, 2024, was

11.50

RMB Facilities, as amended, comprising a short-term facility (Facility E) and long-term

borrowings

Long-term borrowings - Facility G and Facility H

As of

September 30,

2024, the

Company

had not

utilized any

of its

ZAR

200

million Facility

G revolving

credit facility.

The

interest rate on this facility as of September 30, 2024, was JIBAR plus

4.75

Available short-term facility -

Facility E

As of

September 30,

2024, the

aggregate amount

of the

Company’s

short-term South

African overdraft

facility with

RMB was

ZAR

0.9

billion ($

52.4

million). As of September 30,

2024, the Company had not

utilized this overdraft facility. This overdraft facility

may only be used to fund

ATMs and therefore the overdraft utilized and converted to cash to

fund the Company’s ATMs is considered

restricted cash. The interest rate on this facility is equal to the prime rate.

Borrowings (borrowings) (continued)

South Africa (continued)

RMB Bridge Facilities, comprising a short-term facility obtained

in October 2024

On September 30, 2024, Lesaka SA entered into a

Facility Letter (the "F2024 Facility Letter") with RMB

to provided Lesaka SA

a ZAR

665.0

million funding facility (the “Facility”).

The Facility has been used

by Lesaka SA to (i) settle an

amount of ZAR

232.2

due

under the

Adumo transaction

(refer to

Note 20);

(ii) pay

Crossfin Holdings

(RF) Proprietary

Limited (“Crossfin”)

ZAR

207.2

million under a share purchase agreement concluded

between Lesaka SA and Crossfin Holdings ((refer also to

Note 20)); (iii) pay an

amount of ZAR

147.5

million notified by Investec Bank

Limited to Adumo and Lesaka SA

as a result of the transaction

described in

Note 20,

and (iv)

pay an

origination fee

of ZAR

7.6

million to

RMB. The

Facility also

provides Lesaka

with ZAR

70.0

million for

transaction -related expenses. Interest on the Facility is calculated at the

prime rate plus

1.80

%. The Facility is unsecured and required

to be repaid in full on or before December 13, 2024.

Connect Facilities, comprising long-term borrowings and a short-term facility

As of September 30, 2024, the

Connect Facilities include (i) an overdraft facility (general

banking facility) of ZAR

170.0

million

(of which ZAR

170.0

million ($

9.9

million) has been utilized); (ii) Facility A of ZAR

700.0

million ($

40.7

million); (iii) Facility B of

ZAR

550.0

million ($

32.0

million) (both

fully utilized);

and (iv)

an asset-backed

facility of

ZAR

200.0

million ($

11.6

million) (of

which ZAR

138.1

million ($

8.0

million) has been utilized).

On October 29,

2024, the Company, through its

wholly owned subsidiary

Cash Connect Management

Solutions (Pty) Ltd,

entered

into an addendum to a facility letter with RMB, to obtain a ZAR

100.0

million temporary increase in its overdraft facility for a period

of approximately four

months to specifically

fund the purchase

of prepaid airtime

vouchers. This temporary

increase is repayable

equal daily instalments which commenced at the end of October

2024 and end of February 15, 2025.

CCC Revolving Credit Facility, comprising

long-term borrowings

As of

September

30,

2024,

the amount

of the

CCC Revolving

Credit Facility

was ZAR

300.0

million (of

which

ZAR

215.5

million has been utilized).

Interest on the Revolving Credit Facility

is payable on the last business

day of each calendar month

and is

based on the South African prime rate in effect from time to time plus

a margin of

0.95

% per annum.

RMB facility, comprising indirect facilities

As of September

30, 2024, the aggregate

amount of the Company’s

short-term South African

indirect credit facility

with RMB

was ZAR

135.0

million ($

7.1

million), which includes facilities for guarantees, letters of credit and forward exchange contracts. As

September

30,

2024

and

June

30,

2024,

the

Company

had

utilized

ZAR

33.1

million

1.9

million)

and

ZAR

33.1

million

1.8

million), respectively,

of its indirect and derivative

facilities of ZAR

135.0

million (June 30, 2024: ZAR

135.0

million) to enable the

bank to issue guarantees, letters of credit and forward exchange contracts (refer

to Note 19).

Nedbank facility, comprising short-term facilities

As of

September 30, 2024,

the aggregate amount

of the Company’s short-term

South African

credit facility with

Nedbank Limited

was ZAR

156.6

million ($

9.1

million). The credit facility represents indirect and derivative facilities

of up to ZAR

156.6

million ($

9.1

million), which include guarantees, letters of credit and forward exchange

contracts.

As of

September 30,

2024 and

June 30,

2024, the

Company had

utilized ZAR

2.1

million ($

0.1

million) and

ZAR

2.1

million

0.1

million), respectively, of its indirect and derivative facilities of ZAR

156.6

million (June 30, 2024: ZAR

156.6

million) to enable

the bank to issue guarantees, letters of credit and forward exchange contracts

(refer to Note 19).

Borrowings (borrowings) (continued)

South Africa (continued)

Movement in short-term credit facilities (continued)

Summarized below are the

Company’s short-term facilities as of

September 30, 2024, and

the movement in

the Company’s short-

term facilities from as of June 30, 2024 to as of September 30, 2024:

RMB

Nedbank

Facility E

Indirect

Connect

Facilities

Total

Short-term facilities available as of

September 30, 2023

52,384

7,858

9,895

9,112

79,249

Overdraft

9,895

Overdraft restricted as to use for

ATM

funding only

52,384

Indirect and derivative facilities

7,858

9,112

16,970

Movement in utilized overdraft

facilities:

Restricted as to use for ATM

funding only

6,737

No restrictions as to use

9,351

Balance as of June 30, 2024

6,737

9,351

16,088

Utilized

23,893

Repaid

(31,028)

Foreign currency

adjustment

(1)

398

544

942

Balance as of September 30, 2024

9,895

Restricted as to use for ATM

funding only

No restrictions as to use

9,895

Interest rate as of September 30,

2024 (%)

(2)

11.50

11.40

Movement in utilized indirect and

derivative facilities:

Balance as of June 30, 2024

1,821

116

1,937

Foreign currency adjustment

(1)

106

113

Balance as of September 30, 2024

1,927

123

2,050

(1) Represents the effects of the fluctuations between the

ZAR and the U.S. dollar.

(2) Facility E interest set at prime and the Connect facility at prime less

0.10

Borrowings (continued)

Movement in long-term borrowings

Summarized below is

the movement in the

Company’s long-term

borrowing from as of

as of June 30, 2024

to as of September

30, 2024:

Facilities

G & H

A&B

CCC

(6)

Asset backed

Total

Included in current

11,841

3,878

15,719

Included in long-term

56,151

66,815

4,501

127,467

Opening balance as of June 30, 2024

56,151

66,815

11,841

8,379

143,186

Facilities utilized

559

215

774

Facilities repaid

(3,911)

(554)

(1,007)

(5,472)

Non-refundable fees paid

Non-refundable fees amortized

Capitalized interest

1,845

Capitalized interest repaid

(95)

Foreign currency adjustment

(1)

3,188

3,890

684

451

8,213

Closing balance as of September 30,

2024

57,222

70,717

12,543

8,038

148,520

Included in current

12,543

3,841

16,384

Included in long-term

57,222

70,717

4,197

132,136

Unamortized fees

(229)

(176)

(405)

Due within 2 years

57,451

5,456

2,987

65,894

Due within 3 years

8,367

836

9,203

Due within 4 years

57,070

294

57,364

Due within 5 years

Interest rates as of September 30, 2024

(%):

13.10

12.10

12.45

12.25

Base rate (%)

8.35

11.50

Margin (%)

4.75

3.75

0.95

0.75

Footnote number

(2)

(3)

(4)

(5)

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

U.S. dollar.

(2)

Interest

Facility

and

Facility

based

the

JIBAR in

effect

from

time

plus

margin,

which

margin

calculated as:

(i)

5.50

% if

the Look

Through Leverage

(“LTL”)

ratio is

greater than

3.50x; (ii)

4.75

% if

the LTL

ratio is

less than

3.50x but greater than 2.75x; (iii)

3.75

% if the LTL ratio is less than 2.75x but greater than 1.75x; or (iv)

2.50

% if the LTL ratio is less

than 1.75x.

The LTL

ratio is

expressed as

times (“x”),

and was

introduced to

calculate the

margin

used in

the determination

of the

interest

rate.

The

LTL

ratio

calculated

the

Total

Attributable

Net

Debt

the

Total

Attributable

EBITDA,

defined

the

Company’s borrowing arrangements

with RMB, for the measurement period ending on a specified date.

(3) Interest on Facility A and Facility B is calculated based on JIBAR plus a margin,

3.75

%, in effect from time to time.

(4) Interest is charged at prime plus

0.95

% per annum on the utilized balance.

(5) Interest is charged at prime plus

0.75

% per annum on the utilized balance.

(6)

Amounts presented

as of

June 30,

2024,

and as

of September

30, 2024,

have been

revised, refer

to Note

1 for

additional

information. The amounts

as of

June 30,

2024, and as

of September

30, 2024,

were incorrectly classified

as long-term borrowings,

instead of as current portion of long-term borrowings.

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

caption interest expense

on the condensed consolidated statement of operations during the three months ended September 30, 2024 and

2023, was $

4.2

million

and $

4.0

million, respectively.

Prepaid facility fees amortized

included in interest expense

during the three months

ended September

30, 2024

and 2023,

respectively,

were $

0.1

million and

0.2

million, respectively.

Interest expense

incurred under

the Company’s

K2020 and

CCC facilities

relates to

borrowings utilized

to fund

a portion

of the

Company’s

merchant finance

loans receivable

and

this

interest

expense

0.4

million

and

0.4

million,

respectively,

included

the

caption

cost

goods

sold,

processing,

servicing and support on

the condensed consolidated statement

of operations for the

three months ended September

30, 2024 and

2023.

Other payables

Summarized below is the breakdown of other payables as of September

30, 2024, and June 30, 2024:

September 30,

June 30,

2024

Clearing accounts

7,239

17,124

Vendor

wallet balances

13,397

14,635

Accruals

9,959

7,173

Provisions

3,414

7,442

Value

-added tax payable

1,456

1,191

Payroll-related payables

2,929

922

Participating merchants' settlement obligation

Other

7,527

7,563

45,923

56,051

Other includes deferred income, client deposits and other payables.

10.

Capital structure

The following table presents a

reconciliation between the number of

shares, net of treasury, presented in the

unaudited condensed

consolidated statement of changes in equity as of September 30, 2024

and 2023, respectively:

September 30,

2024

2023

Number of shares, net of treasury:

Statement of changes in equity

64,301,943

63,638,912

Non-vested equity shares that have not vested as of end of period

2,035,845

2,527,492

Number of shares, net of treasury,

excluding non-vested equity shares that have not

vested

62,266,098

61,111,420

11.

Accumulated other comprehensive loss

The table

below presents

the change

in accumulated

other comprehensive

loss per

component

during the

three months

ended

September 30, 2024:

Three months ended

September 30, 2024

Accumulated

foreign

currency

translation

reserve

Total

Balance as of July 1, 2024

(188,355)

Movement in foreign currency translation reserve

10,525

Balance as of September 30, 2024

(177,830)

The table

below presents

the change

in accumulated

other comprehensive

loss per

component during

the three

months ended

September 30, 2023:

Three months ended

September 30, 2023

Accumulated foreign currency

translation reserve

Total

Balance as of July 1, 2023

(195,726)

Movement in foreign currency translation reserve related to equity-

accounted investment

489

Movement in foreign currency translation reserve

(844)

Balance as of September 30, 2023

(196,081)

There were

reclassifications from accumulated other

comprehensive loss to net (loss) income

during the three months ended

September 30, 2024 and 2023.

12.

Stock-based compensation

The Company’s

Amended and Restated

2022 Stock

Incentive Plan (“20

22 Plan”)

and the vesting

terms of certain

stock-based

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

Form 10-K for the year ended June 30, 2024.

Stock option and restricted stock activity

Options

The following table summarizes stock option activity for the three months

ended September 30, 2024 and 2023:

Number of

Weighted

average

exercise

price

($)

Weighted

average

remaining

contractual

term

(in years)

Aggregate

intrinsic

value

($'000)

Weighted

average

grant date

fair value

($)

Outstanding - June 30, 2024

4,918,248

8.70

4.51

889

1.77

Forfeited

(13,333)

11.23

8.83

Outstanding - September 30, 2024

4,904,915

8.67

4.33

1,117

1.76

Outstanding - June 30, 2023

673,274

4.37

5.14

239

1.67

Exercised

(6,793)

3.07

Forfeited

(175,776)

3.58

1.22

Outstanding - September 30, 2023

490,705

4.68

6.30

199

1.82

stock options

were awarded

during each

of the

three months

ended September

30, 2024

and 2023.

stock options

were

exercised

during

the

three

months

ended

September

30,

2024.

During

the

three

months ended

September

30,

2023,

the Company

received

approximately

0.02

million

from

the exercise

6,793

stock options.

Employees forfeited

an aggregate

13,333

stock

options during the three months

ended September 30, 2024. Employees and

a non-employee director forfeited an

aggregate of

175,776

stock options during the three months ended September 30, 2023.

Options

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

September 30, 2024:

Number of

Weighted

average

exercise

price

($)

Weighted

average

remaining

contractual

term

(in years)

Aggregate

intrinsic

value

($’000)

Vested

and expecting to vest - September 30, 2024

4,904,915

8.67

4.33

1,117

These options have an exercise price range of $

3.01

to $

14.00

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

30, 2024:

Number of

Weighted

average

exercise

price

($)

Weighted

average

remaining

contractual

term

(in years)

Aggregate

intrinsic

value

($’000)

Exercisable - September 30, 2024

378,009

4.49

5.32

364

stock options became exercisable during each of the three months ended September 30, 2024 and 2023. The Company issues

new shares to satisfy stock option exercises.

12.

Stock-based compensation (continued)

Stock option and restricted stock activity (continued)

Restricted stock

The following table summarizes restricted stock activity for the three

months ended September 30, 2024 and 2023:

Number of

shares of

restricted stock

Weighted

average grant

date fair value

($’000)

Non-vested – June 30, 2024

2,084,946

8,736

Total granted

32,800

154

Granted – August 2024

32,800

154

Total vested

(78,801)

394

Vested

– July 2024

(78,801)

394

Forfeitures

(3,100)

Non-vested – September 30, 2024

2,035,845

8,449

Non-vested – June 30, 2023

2,614,419

11,869

Total vested

(78,800)

302

Vested

– July 2023

(78,800)

302

Forfeitures

(8,127)

Non-vested – September 30, 2023

2,527,492

11,475

Grants

In August 2024, the Company granted

32,800

shares of restricted stock to employees which have

time -based vesting conditions.

restricted stock was awarded during the three months ended September 30, 2023.

Vesting

In July 2024 and 2023, respectively,

78,801

and

78,800

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

Forfeitures

During

the

three

months

ended

September

30,

2024

and

2023,

respectively,

employees

forfeited

3,100

and

8,127

restricted stock following their termination of employment with the Company.

Stock-based compensation charge and unrecognized compensation

cost

The Company recorded a stock-based compensation charge, net during the three months ended September 30, 2024 and 2023, of

2.4

million and $

1.8

million, respectively,

which comprised:

Total

charge

Allocated to cost

of goods sold, IT

processing,

servicing and

support

Allocated to

selling, general

and

administration

Three months ended September 30, 2024

Stock-based compensation charge

2,377

Total - three months

ended September 30, 2024

2,377

Three months ended September 30, 2023

Stock-based compensation charge

1,768

Reversal of stock compensation charge related to stock

options and restricted stock forfeited

(9)

Total - three months

ended September 30, 2023

1,759

The stock-based compensation charges

have been allocated to selling,

general and administration based

on the allocation of the

cash compensation paid to the relevant employees.

12.

Stock-based compensation (continued)

Stock-based compensation charge and unrecognized compensation

cost (continued)

September

30,

2024,

the

total

unrecognized

compensation

cost

stock

options

was

3.9

million,

which

the

Company expects to

recognize over

two years

. As

of September 30,

2024, the total

unrecognized compensation cost

related to

restricted

stock awards was $

3.6

million, which the Company expects to recognize over

two years

During the three months ended

September 30, 2024 and 2023,

the Company recorded a deferred

tax benefit of $

0.3

million and

0.05

million, respectively,

related to

the stock-based

compensation charge

recognized related

to employees

of Lesaka.

During the

three months

ended September

30, 2024

and 2023

the Company

recorded a

valuation allowance

of $

0.3

million and

0.05

million,

respectively,

related to

the deferred

tax benefit

recognized because

it does

not believe

that the

stock-based compensation

deduction

would

utilized

does

not

anticipate

generating

sufficient

taxable

income

the

United

States.

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

taxation in the United States.

13.

(Loss) Earnings per share

The Company

has issued redeemable

common stock

which is redeemable

at an amount

other than

fair value.

Redemption of

class of

common stock

at other

than fair

value increases

or decreases

the carrying

amount of

the redeemable

common stock

and is

reflected in basic earnings

per share using the two-class

method. There were

redemptions of common stock, or

adjustments to the

carrying value of the redeemable common stock during

the three months ended September 30, 2024 and 2023. Accordingly,

the two-

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, 2024.

Basic (loss) earnings per share

includes shares of restricted stock that

meet the definition of a

participating security because these

shares are eligible

to receive non

-forfeitable dividend

equivalents at the

same rate as

common stock.

Basic (loss) earnings

per share

has been calculated using the two-class

method and basic (loss) earnings per share

for the three months ended September

30, 2024 and

2023,

reflects only undistributed earnings. The computation below of basic (loss) earnings per

share excludes the net loss attributable

to shares of unvested

restricted stock (participating

non-vested restricted stock)

from the numerator

and excludes the dilutive

impact

of these unvested shares of restricted stock from the denominator.

Diluted (loss)

earnings

per share

has been

calculated

to give

effect

to the

number

of shares

of additional

common

stock that

would have

been outstanding

if the

potential dilutive

instruments had

been issued

in each

period. Stock

options are

included in

the

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

stock method and are not considered to be

participating securities,

as the

stock options

do not

contain non-forfeitable

dividend rights.

The Company

has excluded

employee stock

options to

purchase

65,173

and

41,809

shares of common

stock from

the calculation

of diluted

loss per

share during

the three

months ended

September

30, 2024 and 2023, because the effect would be antidilutive.

The

calculation

of diluted

(loss) earnings

per

includes the

dilutive

effect

a portion

of the

restricted

stock granted

employees

these

restricted

stock

are

considered

contingently

returnable

for

the

purposes

the

diluted

(loss)

earnings per share calculation and the vesting conditions in respect of

a portion of the restricted stock had been satisfied.

13.

(Loss) Earnings per share (continued)

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

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

30, 2024.

The

following

table

presents

net

loss

attributable

Lesaka

and

the

data

used

the

basic

and

diluted

loss

per

computations using the two-class method:

Three months ended

September 30,

2024

2023

(in thousands except

percent and

per share data)

Numerator:

Net loss attributable to Lesaka

(4,542)

(5,651)

Undistributed (loss) earnings

(4,542)

(5,651)

Percent allocated to common shareholders (Calculation 1)

Numerator for (loss) earnings per share: basic and diluted

(4,399)

(5,402)

Continuing

(4,399)

(5,402)

Denominator

Denominator for basic (loss) earnings per share:

Weighted-average

common shares outstanding

62,265

60,990

Denominator for diluted (loss) earnings per share: adjusted weighted

average

common shares outstanding and assuming conversion

62,265

60,990

(Loss) Earnings per share:

Basic

(0.07)

(0.09)

Diluted

(0.07)

(0.09)

(Calculation 1)

Basic weighted-average common shares outstanding (A)

62,265

60,990

Basic weighted-average common shares outstanding and unvested restricted

expected to vest (B)

64,293

63,805

Percent allocated to common shareholders

(A) / (B)

Options to

purchase

4,224,210

shares of

the Company’s

common stock

at prices

ranging from

4.87

to $

14.00

per share

were

outstanding during

the three months

ended September

30, 2024,

but were not

included in the

computation of

diluted (loss) earnings

per share because the

options’ exercise price was

greater than the average

market price of the Company’s

common stock. Options to

purchase

262,506

shares of the Company’s

common stock at prices

ranging from $

4.87

to $

11.23

per share were outstanding

during

the three months ended September

30, 2023, respectively, but were not included in

the computation of diluted (loss)

earnings per share

because the

options’ exercise

price was greater

than the average

market price of

the Company’s

common stock.

The options, which

expire at various dates through February 3, 2032, were still outstanding

as of September 30, 2024.

14.

Supplemental cash flow information

The following table presents supplemental cash flow disclosures for

the three months ended September 30, 2024 and 2023:

Three months ended

September 30,

2024

2023

Cash received from interest

581

445

Cash paid for interest

3,271

2,925

Cash (refund) paid for income taxes

(45)

604

14.

Supplemental cash flow information (continued)

Leases

The following table presents supplemental cash flow disclosure related to leases for the three months ended September 30, 2024

and 2023:

Three months ended

September 30,

2024

2023

Cash paid for amounts included in the measurement of lease liabilities

Operating cash flows from operating leases

1,004

693

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

Operating leases

510

243

15.

Revenue recognition

Disaggregation of revenue

The

following

table

presents

the

Company’s

revenue

disaggregated

major

revenue

streams,

including

reconciliation

reportable segments for the three months ended September 30, 2024:

Merchant

Consumer

Total

(As restated)

(A)

(As restated)

(A)

Processing fees

(A)

30,880

7,530

38,410

South Africa

(A)

29,078

7,530

36,608

Rest of world

1,802

Technology

products

3,136

3,138

South Africa

3,063

3,065

Rest of world

Prepaid airtime sold

(A)

95,456

95,473

South Africa

(A)

89,576

89,593

Rest of world

5,880

Lending revenue

6,956

Interest from customers

1,676

Insurance revenue

4,340

Account holder fees

1,699

Other

1,348

528

1,876

South Africa

1,291

528

1,819

Rest of world

Total revenue, derived

from the following geographic locations

(A)

132,496

21,072

153,568

South Africa

(A)

124,684

21,072

145,756

Rest of world

7,812

(A) Processing fees (and South Africa) have reduced by $

0.7

million and Prepaid airtime sold (and South Africa) have increased

by $

8.7

million as a result of the correction discussed in Note 1. The net correction to revenue was $

8.0

million.

Disaggregation of revenue (continued)

The

following

table

presents

the

Company’s

revenue

disaggregated

major

revenue

streams,

including

reconciliation

reportable segments for the three months ended September 30, 2023:

Merchant

Consumer

Total

Processing fees

28,760

5,733

34,493

South Africa

27,400

5,733

33,133

Rest of world

1,360

Technology

products

2,037

2,056

South Africa

1,986

2,005

Rest of world

Prepaid airtime sold

87,313

87,354

South Africa

82,559

82,600

Rest of world

4,754

Lending revenue

5,373

Interest from customers

1,520

Insurance revenue

2,611

Account holder fees

1,368

Other

879

435

1,314

South Africa

830

435

1,265

Rest of world

Total revenue, derived

from the following geographic locations

120,509

15,580

136,089

South Africa

114,295

15,580

129,875

Rest of world

6,214

16.

Leases

The

Company

has

entered

into leasing

arrangements

classified

as operating

leases under

accounting

guidance.

These leasing

arrangements relate primarily

to the lease of

its corporate head office,

administration offices and

branch locations through

which the

Company operates

its consumer

business in

South Africa.

The Company’s

operating leases

have remaining

lease terms

of between

one and

five years

. The Company also operates parts

of its consumer business from

locations which it leases for a period

of less than

one year

. The Company’s operating lease expense during the three months ended September 30, 2024 and 2023 was $

1.0

million and

0.7

million, respectively.

The

Company

has

also

entered

into

short-term

leasing

arrangements,

primarily

for

the

lease

branch

locations

and

other

locations,

to operate its consumer

business in South Africa.

The Company’s

short-term lease expense during

the three months ended

September 30, 2024 and 2023, was $

1.0

million and $

0.9

million, respectively.

The following table presents supplemental balance

sheet disclosure related to the

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

lease liabilities as of September 30, 2024 and June 30, 2024:

September 30,

June 30,

2024

Right of use assets obtained in exchange for lease obligations:

Weighted average

remaining lease term (years)

2.7

3.1

Weighted average

discount rate (percent)

10.7

10.5

16.

Leases (continued)

The maturities of the Company’s

operating lease liabilities as of September 30, 2024, are presented below:

Maturities of operating lease liabilities

Year

ended June 30,

2025 (excluding three months to September 30, 2024)

2,581

2026

2,840

2027

2,011

2028

1,298

2029

165

Thereafter

Total undiscounted

operating lease liabilities

8,895

Less imputed interest

1,327

Total operating lease liabilities,

included in

7,568

Operating lease liability - current

2,600

Operating lease liability - long-term

4,968

17.

Operating segments

The Company discloses segment information as reflected in the management

information systems reports that its chief operating

decision maker uses in making decisions and to report certain entity-wide disclosures about products and services, and the countries in

which the entity holds material assets or reports material revenues. A description of the Company’s operating segments is contained in

Note 21

to the Company’s

audited consolidated

financial statements

included in

its Annual Report

on Form 10-K

for the year

ended

June 30, 2024.

The

Company

analyzes

its

business

and

operations

terms

two

inter-related

but

independent

operating

segments:

(1) Consumer Division (“Consumer”) and (2) Merchant Division (“Merchant

”).

The reconciliation of the

reportable segment’s revenue to revenue from external

customers for the three

months ended September

30, 2024 and 2023, is as follows:

Revenue

Reportable

Segment

Inter-

segment

From

external

customers

(As

restated)

(A)

(As

restated)

(A)

Merchant (as restated)

(A)

133,283

787

132,496

Consumer

21,072

Total for the three

months ended September 30, 2024 (as restated)

(A)

154,355

787

153,568

Merchant

121,361

852

120,509

Consumer

15,580

Total for the three

months ended September 30, 2023

136,941

852

136,089

(A) Revenue has been restated to correct the misstatement of $

8.0

million as discussed in Note 1.

17.

Operating segments (continued)

The

Company

evaluates

segment

performance

based

segment

earnings

before

interest,

tax,

depreciation

and

amortization

(“EBITDA”), adjusted for items mentioned in the next sentence (“Segment Adjusted EBITDA”), the Company’s reportable segments’

measure of profit or

loss. The Company intends

to obtain a separate

lending facility to fund

a portion of its

Consumer lending during

the twelve months ended June

30, 2025. The Company expected

to have this facility in place on

July 1, 2024, however,

the Company

has been unable to finalize

terms as the separate

lending facility will form part

of a broader financing

package. Therefore, the Company

has included an intercompany interest expense in its Consumer Segment Adjusted EBITDA for the three months ended September 30,

The Company

does not allocate

once-off items,

stock-based compensation

charges, depreciation

and amortization, impairment

of goodwill or other intangible

assets, other items (including gains

or losses on disposal

of investments, fair value adjustments

to equity

securities), interest

income, certain

interest expense,

income tax

expense or

loss from

equity-accounted investments

to its reportable

segments. Group costs generally include: employee related costs in relation to employees specifically hired for group roles and related

directly

to managing

the US-listed

entity; expenditures

to compliance

with the

Sarbanes-Oxley

Act of

2002; non-employee

directors’

fees;

legal

fees;

group

and

US-listed

audit

fees;

and

directors

and

officer’s

insurance

premiums.

Once-off

items

represents non-recurring expense items,

including costs related

to acquisitions and

transactions consummated or

ultimately not pursued.

Unrealized

loss

for

currency

adjustments

represents

foreign

currency

mark-to-market

adjustments

certain

intercompany

accounts. Interest adjustment represents the intercompany interest expense included in

the Consumer Segment Adjusted EBITDA. The

Stock-based compensation

adjustments reflect

stock-based compensation

expense and

are excluded

from the

calculation of

Segment

Adjusted EBITDA

and are

therefore reported

as reconciling items

to reconcile

the reportable

segments’ Segment

Adjusted EBITDA

to the

Company’s loss before income

tax expense. Effective

from fiscal

2025, all lease

charges are allocated

to the Company’s operating

segments, whereas

in fiscal

2024 the

Company presented

certain lease

charges on

a separate

line outside

of its

operating segments.

Prior period

information has

been re-presented

to include

the lease charges

which were

previously reported

on a

separate line

in the

Company’s Consumer

and Merchant operating segments.

The reconciliation of

the reportable segments’

measures of profit or

loss to loss before

income tax expense for

the three months

ended September 30, 2024 and 2023, is as follows:

Three months ended

September 30,

2024

2023

Reportable segments measure of profit or loss

12,312

9,845

Operating loss: Group costs

(2,949)

(1,822)

Once-off costs

(1,805)

(78)

Unrealized Loss FV for currency adjustments

219

(102)

Interest adjustment

831

Stock-based compensation charge adjustments

(2,377)

(1,759)

Depreciation and amortization

(6,276)

(5,856)

Reversal of allowance of EMI doubtful debt

250

Interest income

586

449

Interest expense

(5,032)

(4,909)

Loss before income tax expense

(4,491)

(3,982)

17.

Operating segments (continued)

The following

tables summarize

segment

information

that is

prepared

in accordance

with GAAP

for

the three

months

ended

September 30, 2024 and 2023:

Three months ended

September 30,

2024

2023

(As

restated)

(A)

Revenues

Merchant (as restated)

(A)

133,283

121,361

Consumer

21,072

15,580

Total reportable segment

revenue (as restated)

(A)

154,355

136,941

Segment Adjusted EBITDA

Merchant

(1)

7,916

7,725

Consumer

(1)

4,396

2,120

Total Segment Adjusted

EBITDA

12,312

9,845

Depreciation and amortization

Merchant

2,327

2,078

Consumer

202

169

Subtotal: Operating segments

2,529

2,247

Group costs

3,747

3,609

Total

6,276

5,856

Expenditures for long-lived assets

Merchant

3,908

2,763

Consumer

Subtotal: Operating segments

3,965

2,809

Group costs

Total

3,965

2,809

(A) Revenue has been restated to correct the misstatement of $

8.0

million as discussed in Note 1.

(1) Segment Adjusted EBITDA

for the three months

ended September 30, 2024,

includes retrenchments costs for

Consumer of

0.06

million (ZAR

1.1

million) and for Merchant, costs of

0.01

million (ZAR

0.2

million). Segment Adjusted EBITDA for the three

months ended September

30, 2023, includes

retrenchments costs for

Merchant of $

0.2

million (ZAR

4.6

million) and for Consumer,

costs of $

0.1

million (ZAR

1.5

million).

The segment

information as

reviewed by

the chief operating

decision maker

does not include

a measure of

segment assets per

segment as all of

the significant assets are

used in the operations

of all, rather than

any one, of the segments.

The Company does

not

have dedicated assets

assigned to a

particular operating segment.

Accordingly,

it is not meaningful

to attempt an arbitrary

allocation

and segment asset allocation is therefore not presented.

18.

Income tax

Income tax in interim periods

For the purposes of interim

financial reporting, the Company

determines the appropriate income

tax provision by first

applying

the effective

tax rate

expected to

be applicable

for the

full fiscal

year to

ordinary income.

This amount

is then

adjusted for

the tax

effect

significant

unusual

items,

for

instance,

changes

tax

law,

valuation

allowances

and

non-deductible

transaction-related

expenses that

are reported

separately,

and have an

impact on the

tax charge.

The cumulative effect

of any change

in the enacted

tax

rate, if and when applicable, on the opening balance of deferred tax assets

and liabilities is also included in the tax charge as a discrete

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

For the three months ended September 30, 2024, the Company’s

effective tax rate was impacted by the tax expense recorded

the

Company’s

profitable

South

African

operations,

non-deductible

expenses

(including

transaction-related

expenditures),

the

on-

going losses incurred

by certain of

the Company’s

South African businesses

and the associated

valuation allowances created

to the deferred tax assets recognized regarding net operating losses incurred

by these entities.

For the three months ended September 30, 2023, the Company’s

effective tax rate was impacted by the tax expense recorded

the

Company’s

profitable

South

African

operations,

non-deductible

expenses,

the

on-going

losses

incurred

certain

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.

Uncertain tax positions

As of three months ended September 30, 2024 and

June 30, 2023, the Company had

unrecognized tax benefits. The Company

files income tax

returns mainly

in South Africa,

Botswana, Namibia and

in the U.S.

federal jurisdiction.

As of September

30, 2024,

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,

Company is

subject to

income tax

in other

jurisdictions outside

South Africa,

none of

which are

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

19.

Commitments and contingencies

Guarantees

The South African

Revenue Service and

certain of the

Company’s customers,

suppliers and other

business partners have

asked

the Company

to provide

them with

guarantees, including

standby letters

of credit,

issued by

South African

banks. The

Company is

required to procure these guarantees for these third parties to operate

its business.

RMB has

issued

guarantees

these

third

parties

amounting

ZAR

33.1

million

1.9

million,

translated

exchange

rates

applicable as of September 30, 2024) thereby utilizing part of the Company’s short-term facilities. The Company pays commission of

between

3.42

% per annum to

3.44

% per annum of the face

value of these guarantees and does

not recover any of the commission

from

third parties.

Nedbank has

issued guarantees

to these

third parties

amounting to

ZAR

2.1

million ($

0.1

million, translated

at exchange

rates

applicable as of September 30, 2024) thereby utilizing part of the Company’s short-term facilities. The Company pays commission of

between

0.47

% per annum to

1.84

% per annum of the face

value of these guarantees and does

not recover any of the commission

from

third parties.

The Company has not recognized any obligation related to these

guarantees in its consolidated balance sheet as of September 30,

The maximum

potential amount that

the Company could

pay under these

guarantees is ZAR

35.2

million ($

1.9

million, translated

at exchange

rates applicable

as of

September 30,

2024). As

discussed in

Note 8,

the Company

has ceded

and pledged

certain bank

accounts to Nedbank as

security for the guarantees

issued by them

with an aggregate value

of ZAR

2.1

million ($

0.1

million, translated

exchange

rates

applicable

as of

September

30,

2024).

The guarantees

have

reduced

the amount

available

under

its indirect

and

derivative facilities in the Company’s

short-term credit facilities described in Note 8.

Contingencies

The

Company

subject

variety

insignificant

claims

and

suits

that

arise

from

time

the

ordinary

course

business. Management

currently believes

that the

resolution of

these other

matters, individually

or in

the aggregate,

will not

have a

material adverse impact on the Company’s

financial position, results of operations or cash flows.

20.

Acquisitions

2025

Acquisitions

October 2024 acquisition of Adumo

On May 7,

2024, the Company

entered into a

Sale and Purchase

Agreement (the “Purchase

Agreement”) with Lesaka

SA, and

Crossfin Apis Transactional

Solutions (Pty) Ltd

and Adumo ESS

(Pty) Ltd (“the

Sellers”). Pursuant to

the Purchase Agreement

and

subject to its terms and

conditions, Lesaka, through its

subsidiary,

Lesaka SA, agreed to

acquire, and the Sellers agreed

to sell, all of

the

outstanding

equity

interests

and

certain

claims

the

Adumo

(RF)

Proprietary

Limited

(“Adumo”).

The

transaction

closed

October 1, 2024.

Adumo is an

independent payments and commerce

enablement platform in Southern

Africa, serving approximately

23,000

active

merchants with

operations across

South Africa,

Namibia, Botswana

and Kenya.

For more

than two

decades, Adumo

has facilitated

physical and online commerce between retail merchants and end-consumers by offering

a unique combination of payment processing

and integrated software

solutions, which currently

include embedded payments,

integrated payments, reconciliation services,

merchant

lending, customer engagement tools, card issuing program management

and data analytics.

Adumo operates

across three businesses,

which provide

payment processing

and integrated software

solutions to different

end

markets:

●

The

Adumo

Payments

business

offers

payment

processing,

integrated

payments

and

reconciliation

solutions

small-and-

medium (“SME”) merchants in

South Africa, Namibia and

Botswana, and also provides

card issuing program management

corporate clients such as Anglo American and Coca-Cola;

●

The Adumo ISV business, also known as GAAP,

has operations in South Africa, Botswana and Kenya, and clients in a further

countries,

and

the

leading

provider

integrated

point-of-sales

software

and

hardware

the

hospitality

industry

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

Pizza Hut, Nando’s and Krispy

Kreme; and,

●

The Adumo

Ventures

business offers

online commerce

solutions (Adumo

Online), cloud-based,

multi-channel point-of-sales

solutions

(Humble)

and

aggregated

payment

and

credit platform

for

in-store

and

online

commerce

(SwitchPay)

to SME

merchants and corporate clients in South Africa and Namibia.

The acquisition continues the Company’s

consolidation in the Southern African

fintech sector.

The Company’s

ecosystem now

serves approximately

1.7

million active consumers,

120,200

merchants, and processes over ZAR

270

billion in throughput (cash, card

and VAS)

per year. The acquisition of Adumo enhances the Company’s strength in both the consumer and merchant markets in which

it operates.

The purchase consideration was settled through the combination of an issuance of

17,279,803

shares of the Company’s common

stock (“Consideration

Shares”) and

a ZAR

232.2

million ($

13.4

million, translated

at the

prevailing rate

of $1:

ZAR

17.3354

as of

October 1, 2024) payment in cash. The Company’s

closing price on the Johannesburg Stock Exchange on October 1, 2024, was ZAR

83.05

4.79

using

the

October

2024,

$1:

ZAR

exchange

rate).

The

total

purchase

consideration

was

ZAR

1.67

billion

96.2

million).

The

closing

the

transaction

was

subject

customary

closing

conditions,

including

(i)

approval

from

the

competition

authorities of South

Africa and

Namibia; (ii) exchange

control approval from

the financial surveillance

department of the

South African

Reserve

Bank;

(iii)

approval

from

all necessary

regulatory

bodies

and

from

shareholders

issue

the

Consideration

the

Sellers; (iv) obtaining

certain third-party

consents; (v) the

Company obtained confirmation

from RMB that

it has sufficient

funds to

settle the

cash portion

of the purchase

consideration; (vi)

approval of

Adumo shareholders

(including preference

shareholders) with

respect to entering into and implementation of the Purchase Agreement, and

all other agreements and transactions contemplated in the

Purchase Agreement;

(vii) obtained

the consent

of Adumo’s

lender regarding

Adumo entering

into and

implementing the

Purchase

Agreement, and

all other

agreements and

transactions contemplated

in the

Purchase Agreement;

(viii) the

release of

certain Seller’s

shares held

as security

by such

bank; (ix)

consent of

the lender

of one

of Adumo’s

shareholders regarding

Adumo entering

into the

transaction;

(x)

the

Company

signing

written

addendum

the

Policy

Agreement

with

International

Finance

Corporation

that

provides for the inclusion

of the Consideration

Shares attributable to certain

Seller shareholders

in the definition of

“Put Shares” under

the

Policy

Agreement,

and

change;

and

(xi)

Seller

(or

their

nominee),

which

ultimately

was

Crossfin,

concluding

purchase agreements to dispose

of an amount of Consideration

Shares (which ultimately was determined

3,587,332

Consideration

Shares).

The

Company

has

agreed

to file

resale

registration

statement

with

the United

States Securities

and

Exchange

Commission

(“SEC”)

covering

the

resale

the

Consideration

the

Sellers.

The

Company

has

undertaken

use

its

commercially

reasonable efforts to have the resale registration statement declared

effective by the SEC following its filing.

The

Company

incurred

transaction-related

expenditures

of $

1.7

million

during

the

three

months

ended

September

30,

2024,

acquisition

Adumo.

The

Company’s

accruals

presented

Note

September

30,

2024,

includes

accrual

transaction related

expenditures of

2.2

million and

the Company

does not

expect to

incur any

further significant

transaction costs

over the remainder of the 2025 fiscal year.

20.

Acquisitions (continued)

2025

Acquisitions (continued)

October 2024 acquisition of Adumo (continued)

October

2024,

Lesaka

and

Crossfin

entered

into

purchase

agreement

under

which

Lesaka

purchased

2,601,410

of the

3,587,332

Consideration Shares for ZAR

207.2

million ($

12.0

million). The transaction was settled in early October

2024,

and the shares of Company’s common

stock repurchased will be included in the Company’s

treasury shares.

The

Company

has

commenced

the

purchase

price

allocation

this

transaction.

However,

the

process

had

not

been

completed

as of

the date

of filing

this Quarterly

Report on

Form 10-Q

on November

6, 2024.

The Company

expects to

include its

preliminary allocation

of the purchase consideration

related to this acquisition

in its unaudited

financial statements to

be included

its Quarterly Report on Form 10-Q for the quarterly period ended

December 31, 2024.

Item 2. Management’s Discussion and Analysis of

Financial Condition and Results of Operations

The following discussion should be read in conjunction with our Annual Report on Form 10-K for the year

ended June 30, 2024,

and the unaudited condensed consolidated financial statements and

the accompanying notes included in this Form 10-Q.

U.S. securities laws

require that when

we publish any

non-GAAP measures, we

disclose the reason

for using these

non-GAAP

measures

and

provide

reconciliations

the

most

directly

comparable

GAAP

measures.

discuss

why

consider

useful

present these non

-GAAP measures and

the material risks

and limitations of

these measures, as

well as a

reconciliation of these

non-

GAAP measures

to the

most directly

comparable GAAP

financial measure

below at

“—Results of

Operations—Use of

Non-GAAP

Measures” below.

Restatement

previously

described

the

Explanatory

Note

above

and

Note

our

unaudited

condensed

consolidated

financial

statements,

have

restated

our

previously

issued

unaudited

condensed

consolidated

financial

statements

and

notes

September 30, 2024, and for the three months ended September 30, 2024. As a result, the previously reported financial information as

of and for the three months ended

September 30, 2024 in this Item 2, Management’s

Discussion and Analysis of Financial Condition

and Results

of Operations has

been updated to

reflect the relevant

restatement. Refer to

Note 1

in our unaudited

condensed consolidated

financial statements for additional information related to the restatement, including descriptions of the adjustments

and the impacts on

our unaudited condensed consolidated financial statements.

Other than the effect of the restatement as described in Note

1 in our unaudited condensed consolidated financial statements, this

section has not

been otherwise modified

and does not reflect

any information or

events occurring after

November 6, 2024,

the filing

date

the

Original

Filing,

modify

update

those

disclosures

affected

events

that

occurred

later

date

facts

that

subsequently became known to the Company,

except to the extent they are otherwise required to be included and discussed herein.

Forward-looking statements

Some of the statements in this Form 10-Q constitute forward-looking

statements. These statements relate to future events or our

future financial performance

and involve known

and unknown

risks, uncertainties and

other factors that

may cause

our or our

industry’s

actual results,

levels of

activity,

performance

or achievements

to be

materially

different

from

any future

results, levels

activity,

performance or achievements expressed,

implied or inferred by these

forward-looking statements. Such factors

include, among other

things, those

listed under Item

1A.—“Risk Factors” in

our Annual

Report on Form

10-K for

the year ended

June 30, 2024.

In some

cases,

you

can

identify forward-looking

statements

by terminology

such as

“may”,

“will”, “should

”, “could”,

“would”,

“expects”,

“plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms

and other

comparable terminology.

Although we believe

that the expectations

reflected in the

forward-looking statements are

reasonable, we do

not know whether

we can

achieve positive

future results,

levels of

activity,

performance, or

goals. Actual

events or

results may

differ

materially.

undertake no obligation to update any of the forward-looking statements after the date of this Form 10-Q to conform those statements

to reflect the occurrence of unanticipated events, except as required by applicable

law.

You

should read this Form 10-Q and the documents that we reference herein and the documents we have filed as exhibits hereto

and thereto

and which we

have filed with

the United States

Securities and

Exchange Commission

(“SEC”) completely

and with

the

understanding that our

actual future results,

levels of activity,

performance and achievements

may be materially

different from

what

we expect. We

qualify all of our forward-looking statements by these cautionary

statements.

Recent Developments

Our

mission

Lesaka

is driven

purpose

provide

financial

services

and

software

Southern

Africa’s

underserviced

consumers

(B2C)

and

merchants

(B2B),

improving

people’s

lives

and

increasing

financial

inclusion

the

markets

which

operate. We offer a wide

range of

integrated payment solutions

including transactional accounts

(banking), lending, insurance,

payouts,

cash

management

solutions,

card

acceptance,

supplier

payments,

software

services

and

bill

payments.

providing

full-service

fintech platform in our connected ecosystem, we facilitate the digitization

of commerce in our markets.

We experienced continued improvement in our financial and operational performance in the first quarter of fiscal 2025. Revenue

of $145.5 million

(ZAR 2.6 billion) was

at the mid-point of

our revenue guidance

and compares to $136.1

million (ZAR 2.5

billion)

in 2024.

Operating

loss

$0.05

million

(ZAR

0.3

million)

includes

the

impact

$1.7

million

(ZAR

30.0

million)

one-off

Adumo

transaction costs.

reported a

net loss

attributable to

the company

of $4.5

million (ZAR

81.0 million)

during the

first quarter

fiscal 2025 compared with a net loss of $5.7 million (ZAR 105.6 million) during

the first quarter of fiscal 2024.

Group Adjusted EBITDA of $9.4 million

(ZAR 168.1 million) was at

the mid-point of our guidance range,

representing the ninth

successive quarter of

Lesaka achieving or

outperforming its Group

Adjusted EBITDA guidance.

Group Adjusted EBITDA

is a non-

GAAP measure, refer to reconciliation below at “—Results of Operations

—Use of Non-GAAP Measures”.

We continue

to broaden our product proposition and solve for both consumer and merchant

pain-points.

Merchant Division

The year-on-year

performance in

our Merchant

Division (“Merchant”)

is supported

by the

robust secular

trends underpinning

financial

inclusion,

cash management

and

digitalization

to empower

micro-merchants,

merchants

and

enterprise

clients to

transact

efficiently and fulfill their potential.

Performance in Merchant has been driven by:

Our VAS

and supplier payments business continues to see adoption by micro

-merchants.

Fiscal quarter ended September 30,

2025

2024

2023

2025

vs.

2024

year

CAGR

Approximate number of devices in deployment

89,040

77,000

57,000

16%

25%

Total

Throughput for the quarter (ZAR billions)

9.9

7.2

5.9

38%

30%

Throughput

for

the

quarter

international

money

transfers

(“IMT”) (ZAR billions)

1.3

0.3

1.6

333%

(10%)

Throughput for the quarter supplier

payments (ZAR billions)

3.2

0.6

60%

131%

Total throughput

for the quarter excluding IMT and supplier

payments (ZAR billions)

5.4

4.9

3.7

10%

21%

2025 includes approximately

5,430 devices attributable

to the acquisition of

Touchsides,

effective May 1, 2024,

which are

not enabled for VAS

and supplier payments on the Kazang platform.

●

had

approximately

89,040

devices

deployed

September

30,

2024,

representing

16%

year-on-year

growth

compared

approximately

77,000

devices

September

30,

2023,

and

2-year

CAGR

25%

compared

September 30,

This

includes approximately

5,430 devices

in Touchsides

sites that

are not

yet enabled

for VAS

and supplier payments on the Kazang platform.

●

Core to

our device

placement strategy

is the

decision

to focus

on quality

business and

optimizing

our existing

fleet,

which is reflected in a healthy throughput growth and margin

per device.

●

VAS

and supplier payments throughput increased 38% to R9.9 billion. We have separately disclosed supplier payments

from traditional VAS

as it is becoming a material contributor to our

throughput and attracts a lower gross profit margin.

Supplier payments

is an

important part

of the micro

-merchant ecosystem

we are

developing as

part of

our strategy

provide a holistic offering to micro-merchants in informal markets.

●

VAS

throughput,

excluding

IMT

and

supplier

payments

increased

10%

R5.4

billion.

Our

supplier

payments

throughput

increased

60%

year

R3.2

billion

added

further

suppliers

onto

our

platform.

The

international money

transfer throughput

recovered significantly

and is

approaching the

levels from

quarter one

fiscal

2022.

Our card acceptance solutions to micro-merchants is through Kazang

Pay and to merchants through Card Connect.

Fiscal quarter ended September 30,

2025

2024

2023

2025 vs.

2024

year

CAGR

Approximate number of devices in deployment

53,450

46,600

27,700

15%

39%

Total Throughput

for the quarter (ZAR billions)

4.3

3.6

2.3

18%

36%

●

The

trend

towards

digital

payments

continued

year

with

15%

increase

devices

and

18%

increase

throughput to R4.2 billion for the quarter

Our lending

solutions offered to merchants through Capital Connect in

the merchant market.

Fiscal quarter ended September 30,

2025

2024

2023

2025

vs.

2024

year

CAGR

Total credit disbursed

(ZAR millions)

166

196

226

(15%)

(14%)

Total

net

loan

book

size

period

end

(ZAR millions)

273

285

274

(4%)

Capital

Connect

credit

disbursed

(ZAR millions)

166

173

190

(4%)

(7%)

Capital

Connect

loan

book

size

period

end

(ZAR

millions)

273

280

254

(3%)

Kazang

Pay

Advance

credit

disbursed

(ZAR millions)

n/m

Kazang Pay

Advance loan book

size at period

end (ZAR

millions)

n/m

●

Capital Connect disbursed

ZAR 166 million

during Q1 2025,

compared to ZAR

173 million in

the comparable period

last year, representing

a 4% decrease, reflective of the deterioration

in financial strength of our merchants compared

a year ago. We

have maintained our strict

credit criteria during the high

interest rate and inflationary

cycle resulting in

less merchants qualifying for new or renewals of credit lines.

●

With a

more positive political

environment, the suspension

of load-shedding

and hopefully the

start of an

interest rate

down cycle,

we are

more optimistic

this business

can resume

a growth

trend reflective

in the

8% increase

in Capital

Connect disbursements

this quarter compared to ZAR 154 million a quarter ago (quarter four fiscal 2024.)

●

Capital Connect’s

lending proposition

is an important

component in

enabling the merchants

we serve

to compete

and

grow. Since inception, Capital Connect

has distributed more

than ZAR 3

billion of funding

to merchants and

can provide

funding of up to ZAR 5 million in under 24 hours. Quick access to affordable and flexible opportunity capital is vital in

every stage of a merchant’s lifecycle,

enabling them to never miss an opportunity.

●

Kazang Pay Advance, our lending offering

in the micro-merchant sector, was suspended

in early fiscal 2024 following

the decision to discontinue the

current product, especially in the

high interest rate environment. We continued to explore

other options

with respect

to this

offering

with it

now in

live pilot

phase. We

are monitoring

payment behavior

on a

smaller loan book and applying stricter lending criteria before the official

relaunch later in fiscal 2025.

Our cash management and digitalization

solutions effectively “puts the bank” in approximately 4,480

merchants’ stores.

Fiscal quarter ended September 30,

Q1 2025

Q1 2024

Q1 2023

2025

vs.

2024

year

CAGR %

Approximate number of devices in deployment

4,480

4,400

4,200

Cash

settlements

(throughput)

for

the

quarter

(ZAR

billions)

28.7

27.6

27.5

Our

cash

business

remains

vital

product

our

merchant

offering

and

key

differentiator

for

the

digitalization of cash. We

provide robust cash vaults in the SME sector (Cash Connect) and are building a presence

in the micro-merchant sector

(Kazang Vaults),

which enables our merchant

customer base to significantly

mitigate

their operational risks pertaining to cash management and security.

Whilst there

is trend

towards digital

payments,

cash remains

as the

most significant

portion

of retail

transactions

especially

informal

markets.

This

business

primarily

exposed

the

mid-market

SMEs,

sector

which

has

experienced challenges such as power outages, high price inflation and a slowdown in consumer spending, over the

past 24 months. This impacted

the merchants we serve in

this sector and resulted in

increased bankruptcies and vault

upliftments which affected the net growth in the vault estate.

Consumer Division

our

Consumer

Division

offer

transactional

accounts

(banking),

insurance,

lending

and

payments

solutions

designed

improve the lives

of historically underserviced

consumers and continue

to deliver against

our strategic focus

areas underpinning our

growth

strategy.

Progress made

on these

levers: (i)

growing

active EasyPay

Everywhere (“EPE”)

account numbers;

(ii) increasing

average revenue per user (“ARPU”) through cross-selling; (iii) cost

optimization; and (iv) enhancing our product and service offering,

resulted in revenue and profitability growth in the Consumer Division in the

first quarter of fiscal 2025.

Consumer

Fiscal quarter ended September 30,

Q1 2025

Q1 2024

Q1 2023

2025 vs.

2024

Transactional accounts

(banking) - EasyPay Everywhere ("EPE")

Total active EPE transactional account base at quarter

end (millions)

1.5

1.3

1.2

14%

Total active EPE transactional account base at quarter

end - Permanent grant recipients (millions)

1.3

1.1

18%

Approximate

Gross

EPE

account

activations

for

the

quarter -Permanent grant recipients (number)

62,000

76,000

45,000

(19%)

Approximate

Net

EPE

account

activations

for

the

quarter - Permanent grant recipients (number)

26,000

42,000

3,000

(39%)

Lending - EasyPay Loans

Approximate

number

loans

originated

during

the

quarter (number)

286,000

222,000

198,000

28%

Gross advances in the quarter (ZAR millions)

451

353

289

28%

Loan

book

size,

before

allowances,

quarter

end

(ZAR millions)

564

423

351

34%

Insurance - EasyPay Insurance

Approximate number

of insurance policies

written in

the quarter (number)

49,000

38,000

25,000

29%

Total active insurance

policies on book at quarter end

(number)

466,000

359,000

268,000

30%

Average

revenue

per

customer

per

month,

September

30,

(permanent

grant

beneficiaries)

(ZAR)

10%

Gross loan book, before

provisions.

●

Driving customer acquisition

Gross EPE account

activations, continue to

grow at the new

levels for the permanent

base, post our marketing

and

distribution network enhancements

in fiscal 2024.

achieved approximately 62,000

gross account activations

the quarter which was pleasing in a traditionally quiet

quarter for us. This compares to a higher

than usual activation

rate in quarter one fiscal

2024 due to significant migration

away from the South African

Post Office in that

quarter

driven

concerns

around

its

going

concern

status

and

its

failure

timeously

distribute

grants

timeously.

Net

activations of

26,000 in

the quarter

was negatively

impacted by

the closure

of the

SASSA (

South African

Social

Security Agency)

digital portal for switching.

Our total active EPE transactional account base stood at approximately 1.5 million at the end of September

2024, of

which

approximately

1.3 million

(or approximately

88%)

are permanent

grant recipients.

The balance

comprises

Social Relief of Distress

(“SRD”) grant recipients, which was

introduced during the COVID pandemic and

extended

in calendar year 2023.

Our priority

is to grow

our permanent

grant recipient

customers base,

where we

can build

deeper relationships

offering products such as insurance and lending. We

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

due to the temporary nature of the grant.

●

Progress on cross

selling

EasyPay Loans

originated

approximately 286

000 loans

during the

quarter,

with our

consumer loan

book, before

allowances

(“gross book”), increasing 34% to ZAR 564 million

as of September 30, 2024, compared to ZAR 423 million

as of

September 30, 2023.

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

tailored

loan

product

for

this

market,

growth

EPE

bank

account

customer

base

and

improved

cross-selling

capabilities.

The

loan

conversion

rate continues

to improve

following

the implementation

a number

of targeted

Consumer

lending campaigns and encouraging results from our digital channels.

The

portfolio

loss

ratio

approximately

6%,

calculated

the

loans

written

off

over

the

last

months

percentage of the total

gross loan book at the

end of the quarter,

remained stable on an

annualized basis, compared

to quarter one fiscal 2024.

EasyPay Insurance

Our insurance product sales continue to grow and

is a material contributor to the

improvement in our overall ARPU.

have

been

able

improve

customer

penetration

34%

our

active

permanent

grant

account

base

September 30, 2024, compared to 31% as of September 30, 2023. Approximately 49,000 new policies

were written

in the quarter, compared to

approximately 38,000 in the

comparable period in fiscal

The total number

of active

policies has grown 30% to approximately 466,000 policies as of September 30, 2024, compared to 359,000 policies

as of September 30, 2023.

In April 2024 we launched a new benefit where existing policyholders and new clients could elect

to cover up to six

of their

dependent family

members with

cover ranging

from ZAR

5 000 to

ZAR 30 000.

Since the

launch of

this

benefit more than 25 00 clients have elected to cover their dependent family

members.

ARPU

ARPU for our permanent client

base has increased to

approximately ZAR 91 for the

first quarter of fiscal

2025, from

approximately ZAR 83 in the first quarter of fiscal 2024.

Adumo Payouts

On 1 October

the Adumo Payouts

business officially became part

of the Consumer

Division. We are looking forward

working

with

them

build

out

the

Consumer

offering

beyond

the

grant

recipient

space.

The

Adumo

contribution will be reflected in our quarter two fiscal 2025 results.

Board and Leadership Changes in quarter one fiscal 2025

Leadership changes

On October,

1 2024 Dan

Smith was appointed

as Group Chief

Financial Officer

taking over these

responsibilities from

Naeem

Kola,

who

transitioned

Group

Chief

Operating

Officer.

Mr.

Smith

was also

appointed

the

Board.

As Lesaka

scales,

will

continue to augment our executive capability to accommodate the growing size of the business and deliver on the opportunity in front

of us.

Paul

Kent,

the

CEO

Adumo,

joined

the

Lesaka

executive

team

completion

the

Adumo

transaction

oversee

the

Merchant pillar within Lesaka’s Merchant

Division.

Board changes

Similarly, on completion of the Adumo acquisition Dean Sparrow, Group CEO of Crossfin

Technology Holdings (RF) (Pty) Ltd,

was appointed to the Board as an independent non-executive director

and joined Lesaka’s Capital Allocation Committee.

Chris Meyer and Monde Nkosi, non-executive directors, stepped

down as directors of the Board in October 2024.

Acquisition of Adumo

On October

1, 2024,

we announced

the closing

of the

Adumo transaction

which enhances

our platform,

adding customers

and

products, as well as

scale. The completion

of this transaction

marks the beginning

of a new chapter

in the Lesaka story.

Adumo will

be included in our results for the full second quarter of fiscal 2025.

Going forward Lesaka will be run in four distinct pillars

The Adumo

transaction is the

catalyst to approach

the market with

a more customer

-centric operating

model. From

a financial

reporting standpoint,

we will continue

to maintain the

Consumer Division

and Merchant Division

split however

we will present

our

KPIs and performance with a more granular breakdown.

Our Consumer segment

will remain substantially

the same however

the perimeter will

be expanded to

include the Adumo

Payouts

business.

In our

Merchant segment,

the Adumo transaction

provides the

opportunity to

segment the

business into

three component

parts

organized around distinct customers. Micro-Merchant,

Merchant and Enterprise.

Micro-merchants are

typically sole

proprietors, often

operating in

the informal

economy.

address these

customers through

the

Kazang

and

Touchsides

brands.

South

Africa

the

focus

will

augment

the

product

offering

and

cross-sell

existing

customers

so that

we can

materially improve

the unit

economics,

as we

have been

doing. Outside

of South

Africa, in

neighboring

geographies,

there are

a substantial

number of

sole traders

who have

very limited

offerings available

to them

to empower

them on

their digital journey.

Here we have an opportunity again to expand our total addressable market through wallet growth.

The

Merchant

pillar

made

the

existing

Connect

operations,

well

the

bulk

Adumo,

specifically

its

merchant

acquiring

and

processing

business

and

its

GAAP

hospitality

platform.

The

Connect

business

has

cash

and

credit

key

product

offerings, the

Adumo business has

merchant acquiring and

software at point

of sale. Combined

the Lesaka offering

will be amongst

most comprehensive in the market in meeting the needs of small and medium size businesses

in the region.

Our Enterprise

segment will focus

on large

corporates, mobile network

operators, banks,

governments and

municipalities. Our

solutions include a

new payment switch, Prism

Switch, our Point

Of Sale hardware

business branded Prism

POS (previously known

as NUETS), our bill payments platform EasyPay, as well as a third party vending and security business. As well as serving third party

corporates it will also service some of the technology needs of our other pillars, Consumer,

Micro-Merchant and Merchant.

Critical Accounting Policies

Our unaudited condensed consolidated

financial statements have been

prepared in accordance with U.S.

GAAP,

which requires

management

make

estimates

and

assumptions

about

future

events

that

affect

the

reported

amount

assets

and

liabilities

and

disclosure

contingent

assets and

liabilities.

As future

events

and

their

effects

cannot be

determined

with

absolute

certainty,

the

determination

estimates

requires

management’s

judgment

based

variety

assumptions

and

other

determinants

such

historical experience, current and expected market conditions and certain scientific evaluation techniques. Critical accounting policies

are those

that reflect

significant judgments

or uncertainties

and may

potentially result

in materially

different

results under

different

assumptions

and

conditions.

have

identified

the

following

critical

accounting

policies that

are

described

detail

our

Annual Report on Form 10-K for the year ended June 30, 2024:

●

Business Combinations and the Recoverability of Goodwill;

●

Intangible Assets Acquired Through Acquisitions;

●

Revenue recognition – principal versus agent considerations;

●

Valuation

of investment in Cell C;

●

Recoverability of equity securities and equity-accounted investments;

●

Deferred Taxation;

●

Stock-based Compensation;

●

Accounts Receivable and Allowance for Doubtful Accounts Receivable;

and

●

Lending.

Recent accounting pronouncements adopted

Refer to Note

1 to

our unaudited condensed

consolidated financial statements

for a full

description of accounting

pronouncements

adopted, including the dates of adoption and the effects on

our unaudited condensed consolidated financial statements.

Recent accounting pronouncements not yet adopted

as of September 30, 2024

Refer

Note

our

unaudited

condensed

consolidated

financial

statements

for

full

description

recent

accounting

pronouncements

not

yet

adopted

September

30,

2024,

including

the

expected

dates

adoption

and

effects

our

financial

condition, results of operations and cash flows.

Currency Exchange Rate Information

Actual exchange rates

The actual exchange rates for and at the end of the periods presented were

as follows:

Table 1

Three months ended

Year

ended

September 30,

June 30,

2024

2023

2024

ZAR : $ average exchange rate

17.9601

18.6457

18.7070

Highest ZAR : $ rate during period

18.5100

19.2202

19.4568

Lowest ZAR : $ rate during period

17.1144

17.6278

Rate at end of period

17.1808

18.9236

18.1808

form10qp45i0

Translation exchange

rates for financial reporting purposes

We are required

to translate our results of operations from ZAR to U.S. dollars on a monthly

basis. Thus, the average rates used

to translate

this data

for the

three months

ended September

30, 2024

and 2023,

vary slightly

from the

averages shown

in the

table

above.

Except

described

below,

the

translation

rates

use

presenting

our

results

operations

are

the

rates

shown

the

following table:

Three months ended

Year

ended

Table 2

September 30,

June 30,

2024

2023

2024

Income and expense items: $1 = ZAR

17.7176

18.7088

18.6844

Balance sheet items: $1 = ZAR

17.1808

18.9236

18.1808

We have

translated the results of operations and

operating segment information for the

three months ended September 30,

2024

and 2023,

provided in

the tables below

using the actual

average exchange

rates per month

(i.e. for

each of

July 2024,

August 2024,

and September 2024 for the

first quarter of fiscal

2025) between the USD and

ZAR in order to reduce

the reconciliation of information

presented to our chief

operating decision maker.

The impact of using this method

compared with the average

rate for the quarter and

year to date

is not significant,

however, it

does result in

minor differences.

believe that presentation

using the average

exchange

rates

per

month

compared

with

the

average

exchange

rate

per

quarter

and

year

date

improves

the

accuracy

the

information

presented

our

external

financial

reporting

and

leads

fewer

differences

between

our

external

reporting

measures

which

are

supplementally presented in ZAR, and our internal management information,

which is also presented in ZAR.

Results of Operations

The discussion

of our

consolidated overall

results of

operations is

based on

amounts as

reflected

in our

unaudited condensed

consolidated financial

statements which

are prepared

in accordance

with U.S.

GAAP.

analyze our

results of

operations both

U.S. dollars, as presented in the unaudited condensed consolidated

financial statements, and supplementally in ZAR, because ZAR is

the functional

currency of

the entities

which contribute

the majority

of our

results and

is the

currency in

which the

majority of

our

transactions

are

initially

incurred

and

measured.

Presentation

of our

reported

results

in ZAR

is a

non-GAAP

measure.

Due

the

significant impact of currency

fluctuations between the U.S.

dollar and ZAR on

our reported results and because

we use the U.S.

dollar

as our reporting

currency,

we believe that

the supplemental presentation

of our results

of operations in

ZAR is useful

to investors to

understand the changes in the underlying trends of our business.

Our

operating

segment

revenue

presented

“—Results

operations

operating

segment”

represents

total

revenue

per

operating segment before intercompany

eliminations. A reconciliation between

total operating segment revenue and

revenue, as well

the

reconciliation

between

our

segment

performance

measure

and

net

loss

before

tax

(benefits)

expense,

presented

our

unaudited

condensed

consolidated

financial

statements

Note

those

statements.

Our

chief

operating

decision

maker

our

Executive

Chairman

and

evaluates

segment

performance

based

segment

earnings

before

interest,

tax,

depreciation

and

amortization

(“EBITDA”),

adjusted

for

items

mentioned

the

sentence

(“Segment

Adjusted

EBITDA”)

for

each

operating

segment.

do not

allocate once

-off

items (as

defined below),

stock-based

compensation charges,

depreciation

and amortization,

impairment

goodwill

other

intangible

assets,

other

items

(including

gains

losses

disposal

investments,

fair

value

adjustments to equity securities, fair value adjustments to

currency options), interest income, interest expense, income

tax expense or

loss from equity-accounted investments to our reportable segments. Once-off items represents non-recurring expense items, including

costs related

acquisitions

and

transactions

consummated

ultimately

not

pursued.

The Stock-based

compensation

adjustments

reflect stock-based compensation expense and are both excluded

from the calculation of Segment Adjusted EBITDA

and are therefore

reported as reconciling items to reconcile the reportable segments’

Segment Adjusted EBITDA to our loss before income

tax expense.

Effective from fiscal 2025, all lease charges are allocated to our operating segments, whereas in

fiscal 2024 we presented certain lease

charges

separate

line

outside

our

operating

segments.

Prior

period

information

has

been

re-presented

include

the

lease

charges which were previously reported on a separate

line in our Consumer and Merchant operating segments.

Group

Adjusted

EBITDA

represents

Segment

Adjusted

EBITDA

after

deducting

group

costs.

Refer

also

“Results

Operations—Use of Non-GAAP Measures” below.

We analyze our business and operations in terms of two

inter-related but independent operating segments: (1) Merchant Division

and (2)

Consumer Division.

In addition,

corporate activities

that are

impracticable to

allocate directly

to the

operating segments,

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

in Eliminations.

First quarter of fiscal 2025 compared to first quarter

of fiscal 2024

The following factors had a significant impact on

our results of operations during the first

quarter of fiscal 2025 as compared with

the same period in the prior year:

●

Higher revenue:

Our revenues

increased 0%

in ZAR,

primarily due

to an

increase in

value-added services

activity,

higher

low

margin

prepaid

airtime

sales

and

processing

fees

Merchant,

well

higher

transaction,

insurance

and

lending

revenues in Consumer;

●

Operating

income

improvement,

before

transaction

costs:

Operating

income,

before

Adumo-related

transaction

costs,

increased

due to an increase trading activity as noted above;

●

Lower net interest

charge:

Net interest

charge decreased

to $4.4 million

(ZAR 79.8 million)

from $4.5 million

(ZAR 83.1

million) primarily due to lower interest rates on our borrowings, which was partially

offset by higher over borrowings; and

●

Foreign

exchange

movements:

The

U.S.

dollar

was 5%

stronger

against the

ZAR during

the

first

quarter

fiscal

2025

compared to

the prior period,

which adversely

impacted our U.S.

dollar reported

results The ZAR

was 5% stronger

against

the U.S.

dollar during

first quarter

of fiscal

2025

compared to

the prior

period, which

positively impacted

our U.S.

dollar

reported results.

Consolidated overall results of operations

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

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

both in U.S. dollars and in ZAR:

Table 3

In United States Dollars

Three months ended September 30,

2024

2023

(As restated)

(A)

(As restated)

(A)

$ ’000

% change

Revenue

153,568

136,089

13%

Cost of goods sold, IT processing, servicing and support

118,909

107,490

11%

Selling, general and administration

26,726

22,515

19%

Depreciation and amortization

6,276

5,856

Transaction costs related to Adumo acquisition

1,702

Operating (loss) income

(45)

228

Reversal of allowance for EMI doubtful debt receivable

250

Interest income

586

449

31%

Interest expense

5,032

4,909

Loss before income tax expense

(4,491)

(3,982)

13%

Income tax expense

264

(70%)

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

(4,569)

(4,246)

Earnings (Loss) from equity-accounted investments

(1,405)

Net loss attributable to us

(4,542)

(5,651)

(20%)

(A) Revenue and cost of goods sold,

IT processing, servicing and support for the three months

ended September 30, 2024, have been restated

and increased by $8.0 million to correct the misstatements discussed in Note 1 to the unaudited condensed consolidated statement of operations.

Table 4

In South African Rand

Three months ended September 30,

2024

2023

(As restated)

(A)

(As restated)

(A)

ZAR ’000

% change

Revenue

2,756,877

2,537,659

Cost of goods sold, IT processing, servicing and support

2,134,828

2,004,465

Selling, general and administration

479,677

419,861

14%

Depreciation and amortization

112,660

109,166

Transaction costs related to Adumo acquisition

29,997

Operating (loss) income

(285)

4,167

Reversal of allowance for EMI doubtful debt receivable

4,741

Interest income

10,517

8,368

26%

Interest expense

90,328

91,429

(1%)

Loss before income tax expense

(80,096)

(74,153)

Income tax expense

1,402

4,825

(71%)

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

(81,498)

(78,978)

Earnings (Loss) from equity-accounted investments

475

(26,657)

Net loss attributable to us

(81,023)

(105,635)

(23%)

(A) Revenue and cost of goods sold,

IT processing, servicing and support for the three months

ended September 30, 2024, have been restated

and increased by

ZAR 141.2 million

to correct the

misstatements discussed

in Note

1 to

the unaudited condensed

consolidated statement

of operations.

Revenue increased by $17.5 million (ZAR 219.2

million), or 12.8% (in ZAR, 8.6%), primarily due

to an increase in the volume

value-added

services

provided

(prepaid

airtime

and

gaming),

high

transactions

volumes

from

our

vault

and

cash

management

operations

resulting

in higher

processing

fees, an

increase

in certain

issuing fee

base prices

and

transaction

activity in

our

issuing

business,

increase

low

margin

prepaid

airtime

sales

and

increase

insurance

premiums

collected

and

lending

revenues

following higher loan

originations. 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

increased

$11.4

million

(ZAR 130.4

million) or

10.6%

( 6.5%),

primarily due to the increase in low margin prepaid airtime sales, higher

insurance-related claims and third-party transaction fees.

Selling,

general

and

administration

expenses

increased

$4.2

million

(ZAR

59.8

million),

18.7%

(in

ZAR

14.2%).

The

increase was

primarily due

to higher

employee-related expenses

(including annual

bonuses and

annual salary

increases) and

higher

stock-based

compensation

charges;

higher

consulting,

legal

and

travel

expenses,

and

the

year-over-year

impact

inflationary

increases on certain expenses.

Depreciation and amortization expense increased by $0.4 million (ZAR 3.5 million), or 7.2%

(3.2%). The increase was due to an

increase in depreciation expense related to additional POS devices deployed

Transaction costs related to Adumo acquisition

includes fees paid to

external service providers associated

with legal and advisory

services procured to close the transaction on October 1, 2024.

Our operating (loss) income margin

for the first quarter of fiscal 2025 and 2024

was (0.0)% and 0.2%, respectively.

We discuss

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

by operating segment.”

We did not record any changes in the fair value of equity interests in MobiKwik and Cell C

during the first quarter of fiscal 2025

or 2024, respectively. We

continue to carry our investment in Cell

C at $0 (zero). Refer to Note

4 for the methodology and inputs used

in the fair value calculation for Cell C.

Interest

on surplus

cash increased

to $0.6

million

(ZAR 10.5

million)

from $0.4

million (ZAR

8.4

million),

primarily

due

higher overall average cash balances on deposit during the first quarter

of fiscal 2025 compared with 2024.

Interest expense increased to $5.0

million from $4.9 million

and, in ZAR, decreased

to ZAR 90.3 million

from ZAR 91.4 million.

In ZAR, the decrease was primarily as a result of lower interest expense incurred

on certain of our borrowing for which we were able

to negotiate lower

rates of interest towards

the end of

calendar 2024, which

was partially offset

by higher overall

borrowings during

the first quarter of fiscal 2025 compared with comparable period

in the prior quarter.

Fiscal 2025

tax expense

was $0.1

million (ZAR

1.4 million)

compared to

$0.3 million

(ZAR 4.8

million) in

fiscal 2024.

Our

effective tax rate for fiscal 2025 was impacted

by the tax expense recorded by our profitable South

African operations, a deferred tax

benefit related to acquisition-related

intangible asset amortization, non-deductible

expenses (in transaction-related expenses),

the on-

going losses incurred by

certain of our

South African businesses

and the associated

valuation allowances created related to

the deferred

tax assets recognized regarding net operating losses incurred by these entities.

Our effective

tax rate

for fiscal

2024 was

impacted by

the tax

expense recorded

by our

profitable South

African operations,

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

by certain of our

South African businesses and

the associated valuation allowances

created related to the

deferred tax assets recognized

regarding net operating losses incurred by these entities.

Finbond is

listed on

the Johannesburg

Stock Exchange

and reports

its six-month

results during

our first

quarter and

its annual

results during

our fourth

quarter.

sold our

entire remaining

interest in

Finbond during

the first

quarter of

fiscal 2024.

The table

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

Table 5

Three months ended September 30,

2024

2023

$ %

$ ’000

change

Finbond

(1,445)

Share of net loss

(278)

Impairment

(1,167)

Other

(33%)

Total

income (loss) from equity-accounted investments

(1,405)

Results of operations by operating segment

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

loss are illustrated below:

Table 6

In United States Dollars

Three months ended September 30,

2024

(As

restated)

(A)

% of total

2023

% of

(As

restated)

(A)

(As restated)

(A)

Operating Segment

$ ’000

total

% change

Consolidated revenue:

Merchant

(A)

133,283

86%

121,361

89%

10%

Consumer

21,072

14%

15,580

11%

35%

Subtotal: Operating segments

154,355

100%

136,941

100%

13%

Eliminations

(787)

(852)

(8%)

Total

consolidated revenue

(A)

153,568

100%

136,089

100%

13%

Group Adjusted EBITDA:

Merchant

(1)(2)

7,916

84%

7,725

96%

Consumer

(1)(2)

4,396

47%

2,120

26%

107%

Group costs

(2,949)

(31%)

(1,822)

(22%)

62%

Group Adjusted EBITDA (non-GAAP)

9,363

100%

8,023

100%

17%

(A) Revenue has

been restated and

increased by $8.0

million to correct

the misstatements discussed

in Note 1

to the unaudited

condensed consolidated statement of operations.

(1)

Segment

Adjusted

EBITDA

Merchant

and

Segment

Adjusted

EBITDA

Consumer

include

retrenchment

costs

$0.01

million and $0.06 million, respectively,

for the first quarter of fiscal 2025.

(2)

Lease

expenses

which

were

previously

presented

separately

line

fiscal

2024

are

now

included

Merchant

and

Consumer Segment Adjusted EBITDA.

The prior period has been

re-presented to conform with current

period presentation. See also

“—Results of Operations—

Presentation of Merchant and Consumer by segment for fiscal 2024 and 2023

including lease charges”.

(3) Group Adjusted EBITDA

is a non-GAAP measure, refer

to reconciliation below at

“—Results of Operations—Use of

Non-

GAAP Measures”.

Table 7

In South African Rand

Three months ended September 30,

2024

% of

2023

% of

(As

restated)

(A)

(As restated)

(A)

Operating Segment

ZAR ’000

total

ZAR ’000

total

% change

Consolidated revenue:

Merchant

(A)

2,393,012

87%

2,263,001

89%

Consumer

378,063

14%

290,629

11%

30%

Subtotal: Operating segments

2,771,075

101%

2,553,630

100%

Eliminations

(14,198)

(1%)

(15,971)

(11%)

Total

consolidated revenue

(A)

2,756,877

100%

2,537,659

100%

Group Adjusted EBITDA:

Merchant

(1)(2)

142,078

84%

143,910

96%

(1%)

Consumer

(1)(2)

78,681

47%

39,612

26%

99%

Group costs

(52,654)

(31%)

(33,980)

(22%)

55%

Group Adjusted EBITDA (non-GAAP)

168,105

100%

149,542

100%

12%

(A)

Revenue

has

been

restated

and

increased

ZAR 141.2

million

correct

the

misstatements

discussed

Note

the

unaudited condensed consolidated statement of operations.

(1) Segment

Adjusted EBITDA

Merchant and

Segment Adjusted

EBITDA Consumer

include retrenchment

costs of

ZAR 0.2

million and ZAR 1.1 million, respectively,

for the first quarter of fiscal 2025.

(2)

Lease

expenses

which

were

previously

presented

separately

line

fiscal

2024

are

now

included

Merchant

and

Consumer Segment Adjusted EBITDA. The prior period has been re-presented

to conform with current period presentation.

(3) Group Adjusted EBITDA

is a non-GAAP measure, refer

to reconciliation below at

“—Results of Operations—Use of

Non-

GAAP Measures”.

Merchant

Segment revenue

primarily increased

due to

a higher

volume of

value-added services

provided (prepaid

airtime and

gaming),

higher low

margin prepaid

airtime sales and

high transactions

volumes from

our vault and

cash management

operations resulting in

higher

processing

fees.

ZAR,

the

modest

decrease

Segment

Adjusted

EBITDA

primarily

due

higher

operating

expenses

incurred,

especially

employment-related

expenditures,

expand

our

offering,

which

was

partially

offset

higher

gross

margin

(calculated as revenue less cost of goods sold, IT processing, servicing and support).

record a significant proportion of our airtime

sales in

revenue (see

further below)

and cost

of sales, while

only earning

a relatively

small margin.

This significantly

depresses the

Segment Adjusted EBITDA margins shown by the business.

Our Segment

Adjusted EBITDA margin

(calculated as Segment

Adjusted EBITDA

divided by revenue)

for the first

quarter of

fiscal 2025 and 2024 was 5.9% and 6.4%, respectively.

Prepaid airtime sales

In South Africa and other countries, mobile network operators (“MNOs”) offer prepaid or contract (or postpaid) services to their

customers to telephony

services using a

mobile telephony network

or networks. MNOs

also offer similar

products (prepaid or

postpaid)

for mobile data

which uses other

wireless network protocols

such as wireless

fidelity (“wifi”).

use the term

“prepaid airtime”

include both of these prepaid products.

Generally speaking, the difference between the two

models is that prepaid is

paid for upfront by the

customer and contract is paid

in arrears. MNOs sell prepaid products directly to their customers and also indirectly

to their customers through distribution channels

(which include wholesalers, retailers and other parties, including ourselves).

We sell

a variety of products through our

distribution channels, including prepaid airtime,

prepaid electricity,

gaming vouchers.

We refer to these

products collectively as VAS.

In order to “load” airtime onto

a mobile device an MNOs customer

requires a prepaid airtime voucher. A unique code is

assigned

to each prepaid

airtime voucher and

is required to

activate the prepaid

airtime on a

mobile device. Like

certain tangible goods,

once

sold, our

customers cannot

return prepaid

airtime vouchers

to us (except

of course

if there is

a defect

in the

service provided

by us,

which rarely occurs).

can either

purchase an

agreed quantity

of prepaid

airtime vouchers

upfront directly

from

wholesalers or

other parties

(so

called “Pinned airtime” - these electronic vouchers are stored

on a server owned and maintained by us and we treat

these vouchers as

inventory)

can

“interface”

directly

into

wholesaler

and

deliver

the

airtime

voucher

directly

our

customers

(typically

merchants) as the airtime is sold by the merchant to MNOs customers (so called Pinless airtime).

Consumer

Segment

revenue

increased

primarily

due

to higher

transaction

fees

generated

from

the higher

EPE

account holders

base,

increase in certain

issuing fee base

prices and transaction

activity in our

issuing business,

insurance premiums collected

and lending

revenues following

an increase

in loan

originations.

This increase

in revenue

has translated

into improved

profitability,

which was

partially offset

by higher

insurance-related

claims and

interest expenses

(of approximately

ZAR 15.0

million) incurred

to fund

our

lending

book

and

the

year-over-year

impact

inflationary

increases

certain

expenses.

intend

obtain

separate

lending

facility to

fund a

portion of

our lending

during fiscal

2025.

expected to

have this facility

in place

on July 1,

2024, however,

have been unable

to finalize terms as

the separate lending

facility will form part

of a broader financing

package. Therefore, we

have

included an intercompany interest expense in our Consumer Segment Adjusted

EBITDA for the first quarter of fiscal 2025.

Our Segment Adjusted EBITDA margin for the

first quarter of fiscal 2025 and 2024 was 20.9%

and 13.6%, respectively.

Group costs

Our group

costs primarily

include employee

related costs

in relation

to employees

specifically hired

for group

roles and

costs

directly

managing

the

US-listed

entity;

expenditures

compliance

with

the

Sarbanes-Oxley

Act

2002;

non-

employee directors’ fees; legal fees; group and US-listed related audit

fees; and directors’ and officers’ insurance premiums.

Our group costs for fiscal

2025 increased compared with the prior

period due to higher employee

costs resulting from an increase

in the number of

individuals allocated to group

costs and base salary

adjustments, higher bonus

expense, travel, consulting and

legal

fees.

Presentation of Merchant and Consumer by segment for fiscal 2024 and 2023 including lease charges

The tables below present Merchant and Consumer EBITDA for fiscal 2024

and 2023, including lease charges, as well as the

U.S. dollar/ ZAR exchange rates applicable per fiscal quarter and year:

Table 8

Fiscal 2024

In United States dollars

Quarter 1

Quarter 2

Quarter 3

Quarter 4

F2024

$ ’000

Group Adjusted EBITDA:

Merchant

7,725

8,388

8,145

7,843

32,101

Consumer

2,120

2,575

3,757

4,227

12,679

Group costs

(1,822)

(2,011)

(2,199)

(1,812)

(7,844)

Group Adjusted EBITDA (non-GAAP)

8,023

8,952

9,703

10,258

36,936

Income and expense items: $1 = ZAR

18.71

18.88

18.47

18.68

Table 9

Fiscal 2023

In United States dollars

Quarter 1

Quarter 2

Quarter 3

Quarter 4

F2023

$ ’000

Group Adjusted EBITDA:

Merchant

7,580

8,780

7,980

7,924

32,264

Consumer

(1,893)

171

1,263

2,134

1,675

Group costs

(2,300)

(2,256)

(2,293)

(2,260)

(9,109)

Group Adjusted EBITDA (non-GAAP)

3,387

6,695

6,950

7,798

24,830

Income and expense items: $1 = ZAR

17.13

17.52

17.93

18.74

17.94

Use of Non-GAAP Measures

U.S. securities laws

require that when

we publish any

non-GAAP measures, we

disclose the reason

for using these

non-GAAP

measures and provide reconciliations to the most directly comparable GAAP measures. The presentation of Group Adjusted EBITDA

non-GAAP

measure.

provide

this

non-GAAP

measure

enhance

our

evaluation

and

understanding

our

financial

performance

and

trends.

believe

that

this

measure

helpful

users

our

financial

information

understand

key

operating

performance and

trends in our

business because

it excludes certain

non-cash expenses

(including depreciation

and amortization

and

stock-based compensation charges) and income

and expenses that we consider once-off in nature.

Non-GAAP Measures

Group

Adjusted

EBITDA

earnings

before

interest,

tax,

depreciation

and

amortization

(“EBITDA”),

adjusted

for

non-

operational transactions (including loss on disposal

of equity-accounted investments, gain related to

fair value adjustments to currency

options), (earnings)

loss from

equity-accounted investments,

stock-based compensation

charges and

once-off

items. Once-off

items

represents non-recurring income and

expense items, including

costs related to

acquisitions and transactions consummated

or ultimately

not pursued.

The table below presents the reconciliation between GAAP net loss attributable

to Lesaka to Group Adjusted EBITDA:

Table 10

Three months ended

September 30,

2024

2023

$ ’000

Loss attributable to Lesaka - GAAP

(4,542)

(5,651)

(Earnings) loss from equity accounted investments

(27)

1,405

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

(4,569)

(4,246)

Income tax expense

264

Loss before income tax expense

(4,491)

(3,982)

Interest expense

5,032

4,909

Interest income

(586)

(449)

Reversal of allowance for doubtful EMI loan receivable

(250)

Operating income (loss)

(45)

228

PPA amortization

(amortization of acquired intangible assets)

3,747

3,608

Depreciation and amortization

2,529

2,248

Stock-based compensation charges

2,377

1,759

Interest adjustment

(831)

Once-off items

(1)

1,805

Unrealized (gain) loss FV for currency adjustments

(219)

102

Group Adjusted EBITDA - Non-GAAP

9,363

8,023

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

items for the periods presented:

Table 11

Three months ended

September 30,

2024

2023

$ ’000

Transaction costs

103

Transaction costs related to Adumo acquisition

1,702

Total once-off

items

1,805

Once-off items are non-recurring in nature, however, certain

items may be reported in

multiple quarters. For instance, transaction

costs include costs incurred related to acquisitions and

transactions consummated or ultimately not pursued. The transactions can span

multiple

quarters,

for

instance

fiscal

2025

incurred

significant

transaction

costs

the

acquisition

Adumo

over

number of quarters, and the transactions are generally non-recurring.

Liquidity and Capital Resources

As of September 30, 2024, our

cash and cash equivalents were $49.7

million and comprised of U.S. dollar-denominated balances

of $2.0 million,

ZAR-denominated balances of

ZAR 791.0 million

($46.0 million), and

other currency deposits,

primarily Botswana

pula, of $1.7

million, all amounts

translated at exchange

rates applicable as of

September 30, 2024.

The decrease in

our unrestricted

cash balances from June 30, 2024, was

primarily due to the utilization of cash

reserves to fund certain scheduled and

other repayments

of our

borrowings,

purchase ATMs

and vaults,

pay annual

bonuses, pay

for expenses

included

in our

group costs,

and to

make an

investment in

working capital,

which was partially

offset by

positive contribution

from our

Merchant and

Consumer operations

and

utilization.

We generally

invest any surplus cash held by

our South African operations in overnight

call accounts that we maintain at

South

African banking institutions,

and any surplus

cash held by

our non-South African

companies in

U.S. dollar-denominated money market

accounts.

Historically,

we have financed

most of our

operations, research and

development, working capital,

and capital expenditures,

well

acquisitions

and

strategic

investments,

through

internally

generated

cash

and

our

financing

facilities.

When

considering

whether to borrow under our financing

facilities, we consider the cost

of capital, cost of financing, opportunity cost

of utilizing surplus

cash and

availability of

tax efficient

structures to

moderate financing

costs. For

instance, in

fiscal 2022,

we obtained

loan facilities

from RMB

to fund

a portion

of our

acquisition of

Connect. Following

the acquisition

of Connect,

we now

utilize a

combination of

short

and

long-term

facilities to

fund our

operating

activities and

a long-term

asset-backed

facility to

fund

the acquisition

of POS

devices

and

vaults.

Refer

Note

our

consolidated

financial

statements

for

the

year

ended

June

30,

2024,

for

additional

information related to our borrowings.

Available short-term

borrowings

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

September 30, 2024:

Table 12

RMB Facility E

RMB Indirect

RMB Connect

Nedbank

$ ’000

ZAR ’000

$ ’000

ZAR ’000

$ ’000

ZAR ’000

$ ’000

ZAR ’000

Total

short-term facilities

available, comprising:

Overdraft

9,895

170,000

Overdraft restricted as to

use

(1)

52,384

900,000

Total overdraft

52,384

900,000

9,895

170,000

Indirect and derivative

facilities

(2)

7,858

135,000

9,112

156,556

Total

short-term

facilities available

52,384

900,000

7,858

135,000

9,895

170,000

9,112

156,556

Utilized short-term

facilities:

Overdraft

9,895

170,000

Indirect and derivative

facilities

(2)

1,927

33,100

123

2,110

Total

short-term

facilities available

1,927

33,100

9,895

170,000

123

2,110

Interest

rate,

based

South African prime rate

11.50%

11.40%

(1) Overdraft may only

be used to fund

ATMs

and upon utilization is

considered restricted cash.

We did

not utilize this facility

at the end of September 2024, and expect to cancel the facility in the second

quarter of fiscal 2025.

(2) Indirect and derivative facilities may only be used for guarantees, letters of credit and forward

exchange contracts to support

guarantees issued by RMB and Nedbank to various third parties on our behalf.

Long-term borrowings

have

aggregate

long-term

borrowing

outstanding

ZAR

2.6

billion

($148.5

million

translated

exchange

rates

September 30, 2024)

as described in Note

These borrowings

include outstanding long-term

borrowings obtained by Lesaka

SA of

ZAR 1.0 billion,

including accrued

interest, which

was used to

partially fund

the acquisition of

Connect. The Lesaka

SA borrowing

arrangements were amended in March 2023 to

include a ZAR 200 million revolving

credit facility. We have settled all drawn amounts

in full as

of September 30,

2024, with

the full

balance available for

utilization in the

future. In

contemplation of the

Connect transaction,

Connect obtained total facilities

of ZAR 1.3 billion,

which were utilized to

repay its existing borrowings,

to fund a

portion of its capital

expenditures and

to settle obligations

under the

transaction documents,

and which

has subsequently

been upsized for

its operational

requirements and has

an outstanding balance

as of September 30,

2024, of ZAR 1.2

billion, We

also have a revolving

credit facility,

of ZAR 300.0 million which is utilized to fund a portion of our merchant finance

loans receivable book.

On September 30, 2024, we obtained

a ZAR 665.0 million funding facility from

RMB which has been used on October 1,

2024

to (i) settle an amount of ZAR 232.2 million due to the

Adumo sellers; (ii) pay ZAR 207.2 million to acquire 2,601,410 shares of

our

common stock from

one of the Adumo

sellers’ indirect shareholders;

(iii) pay ZAR 147.5

million notified by

Investec Bank Limited

to Adumo and us as

a result of the acquisition,

(iv) pay an origination fee

of ZAR 7.6 million to

RMB and (v) pay ZAR

70.0 million

of transaction-related expenses.

Restricted cash

As of

September 30, 2024,

we had

credit facilities

with RMB in

order to access

cash to

fund our ATMs in South

Africa. Utilization

of this facility is included in our cash, cash equivalents

and restricted cash presented in our consolidated statement

of cash flows. We

did not

utilize the

facility at

the end

of September

cash drawn

under the

facility may

only be

used to

fund ATMs

and is

considered restricted as to use and therefore is classified as restricted cash on

our consolidated balance sheet.

We have

also entered into cession and pledge

agreements with Nedbank related to

our Nedbank indirect credit facilities

and we

have ceded and pledged

certain bank accounts to

Nedbank. The funds included

in these bank accounts

are restricted as they

may not

be withdrawn without the express

permission of Nedbank. Our cash,

cash equivalents and restricted

cash presented in our consolidated

statement of cash flows as of September 30, 2024, includes restricted cash of

$0.1 million that has been ceded and pledged.

Arrangement with African Bank to fund our ATMs

September

2024,

entered into

arrangement

with African

Bank Limited

(“African

Bank”)

and

certain

cash-in-transit

service providers

to fund

our ATMs.

Under this

arrangement, African

Bank will

use its

cash resources

to fund

our ATMs

and it

specifically recorded that the cash in our ATMs are African Bank’s property.

Therefore,

as we have not utilized a facility to obtain the

cash, and do not own or control the cash for an extended period

of time, we do not record cash or cash equivalents and borrowings

our

consolidated statement

of financial

position.

Cash withdrawn

from our

ATMs

by our

EPE customers

and other

consumers are

settled through the interbank settlement

system from the ATM

users bank account to African

Bank’s bank

accounts. We

pay African

Bank a

monthly fee

for the

service provided

which is calculated

based on

the cumulative

daily outstanding

balance of

cash utilized

multiplied by the South African prime interest rate

less 1%. We are

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

ATMs

(i.e. from

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

Cash flows from operating activities

First quarter

Net cash

used operating

activities during

the first

quarter of

fiscal 2025

was $4.1

million (ZAR

73.3 million)

compared to

net

cash provided by operating activities

of $3.4 million (ZAR 63.1

million) during the first quarter

of fiscal 2024. Excluding the

impact

of income taxes, our cash used in operating activities during the first quarter of fiscal 2025 includes cash utilized for the settlement of

working

capital

movements

within

our

merchant

business

quarter-end

transaction

processing

activities

and

which

were

settled in the following week (our fourth quarter of

fiscal 2024 closed on a Sunday), and the

net growth in our consumer and merchant

finance

loans

receivable

books,

which

was

partially

offset

was

positively

impacted

the

contribution

from

Merchant

and

Consumer businesses.

We didn’t pay

any significant taxes during the first quarter of fiscal 2025.

During the first quarter of fiscal 2024, we paid second

provisional South

African tax payments

of $- million

(ZAR - million)

related to certain

Connect entities’ 2024

tax year that

had not

yet been aligned with ours.

Taxes (refunded)

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

Table 13

Three months ended September 30,

2024

2023

2024

2023

ZAR

‘000

Taxation paid related

to prior years

572

10,859

Tax refund received

(113)

(31)

(2,053)

(640)

Total South African

taxes paid

(113)

541

(2,053)

10,219

Foreign taxes paid

1,213

1,196

Total

tax (refund) paid

(45)

604

(840)

11,415

Cash flows from investing activities

First quarter

Cash used

investing

activities

for

the

first

quarter

fiscal

2025

included

capital

expenditures

$4.0

million

(ZAR 70.3

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

Cash

used

investing

activities

for

the

first

quarter

fiscal

2024

included

capital

expenditures

$2.8

million

(ZAR 52.6

million), primarily due to the acquisition of vaults.

Cash flows from financing activities

First quarter

During the

first quarter of

fiscal 2025, we

utilized $23.9

million from

our South African

overdraft facilities

to fund our

ATMs

and our cash management business through Connect, and repaid

$31.0 million of those facilities. We utilized $0.8 million of our long-

term borrowings to fund

the acquisition of certain

capital expenditures and for

working capital requirements.

We repaid

$5.5 million

long-term

borrowings

accordance

with

our

repayment

schedule

well

settle

portion

our

revolving

credit

facility

utilized.

During the

first quarter of

fiscal 2024,

we utilized $59.6

million from

our South African

overdraft facilities

to fund our

ATMs

and

our

cash

management

business through

Connect,

and

repaid

$62.8

million

those facilities.

utilized

approximately

$2.5

million of our long-term borrowings

to fund the acquisition of

certain capital expenditures and

for working capital requirements.

repaid approximately

$2.6 million of

long-term borrowings in

accordance with our

repayment schedule as

well as to

settle a portion

of our revolving credit facility utilized.

Off-Balance Sheet Arrangements

We have no off

-balance sheet arrangements.

Capital Expenditures

expect capital

spending for the

second quarter of

fiscal 2025

to primarily include

spending for acquisition

of POS devices,

vaults,

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

our ATM infrastructure and branch network in South Africa.

Our capital expenditures for

the first quarter of fiscal

2025

and 2024 are discussed under

“—Liquidity and Capital Resources

—Cash

flows from investing activities.” All

of our capital expenditures for

the past three fiscal

years were funded through internally

generated

funds, or,

following the

Connect acquisition,

our asset-backed

borrowing arrangement.

had outstanding

capital commitments

September

30,

2024,

$0.3

million.

expect

fund

these

expenditures

through

internally

generated

funds

and

available

facilities.

Item 3. Quantitative and Qualitative Disclosures About

Market Risk

In addition to the tables below, see

Note 4 to the unaudited condensed consolidated financial statements for

a discussion of

market risk.

have

short and

long-term borrowings

in South

Africa which

attract interest

at rates

that fluctuate

based on

changes in

the

South African prime

and 3-month JIBAR

interest rates. The

following table illustrates

the effect on

our annual expected

interest charge,

translated at exchange rates

applicable as of September

30, 2024, as a

result of changes in

the South African

prime and 3-month JIBAR

interest rates, using

our outstanding

short and long-term

borrowings as of

September 30, 2024.

The effect

of a hypothetical

1% (i.e.

100 basis points)

increase and a 1%

decrease in the

interest rates applicable

to the borrowings

as of September

30, 2024, are shown.

The selected 1% hypothetical change does not reflect what could be considered

the best- or worst-case scenarios.

Table 14

As of September 30, 2024

Annual expected

interest charge

($ ’000)

Hypothetical

change in

interest rates

Estimated annual

expected interest

charge after

hypothetical change

in interest rates

($ ’000)

Interest on South African borrowings

19,780

21,367

(1%)

18,190

Item 4. Controls and Procedures

Under

the

supervision

and

with

the

participation

our

management,

including

our

executive

chairman

and

our

group

chief

financial officer, we conducted

an evaluation of our disclosure controls and procedures, as such term is defined

under Rule 13a-15(e)

promulgated under the Securities Exchange Act of 1934, as amended, as of

September 30, 2024.

We previously identified and disclosed in Part II, Item 9A of our Annual Report on Form 10-K for the

year ended June 30, 2024,

material weaknesses (the

“Original Material Weaknesses”)

in our internal

control over financial reporting

related to: (1) information

technology general controls (“ITGCs”), specifically

insufficient risk assessment, design and

implementation, monitoring activities and

training

individuals

operate

controls

the

areas

user

access

and

program-change

management

for

certain

information

technology

systems

that

support

our

financial

reporting

processes

and

(2)

insufficient

design

and

implementation

controls

and

associated policies and procedures

in our annual

goodwill impairment assessment.

A material weakness

is a deficiency, or combination

of deficiencies,

in internal

control over

financial reporting

such that

there is a

reasonable possibility

that a

material misstatement

our annual or interim consolidated financial statements will not be prevented

or detected on a timely basis.

As a result of

insufficient time

to design, implement

and fully test controls

to ensure we

have remediated the

Original Material

Weaknesses discussed in our Annual Report on Form 10-K for our fiscal

year ended June 30, 2024 (as described

above), the executive

chairman and the

group chief financial

officer concluded that

our disclosure controls

and procedures were

not effective as

of September

30, 2024. due to the Original Material Weaknesses

described above.

Subsequent to the date of the Original Filing, including in connection with the restatement, management identified the following

material weaknesses

(the “Subsequent

Material Weaknesses”

and together

with the

“Original Material

Weaknesses”,

the “Material

Weaknesses”) in the

Company’s internal

control over financial reporting:

●

Our

Consumer

lending

process,

specifically

insufficient

risk

assessment

and

monitoring

activities

relating

changes

systems

and

processes,

insufficient

controls

over

internal

information

and

information

from

service

organizations,

and

insufficient

design

and

implementation

information

technology

general

controls

(“ITGCs”),

controls

over

service

organizations and process level controls,

resulting in ineffective process level

controls, including a lack of validation

of the

completeness and accuracy of information used within the process;

●

Our payroll process, specifically

insufficient risk assessment

and monitoring activities relating

to changes over the

transfer

ownership

the

centralized

payroll

processes,

insufficient

controls

over

information

from

service

organizations,

and

insufficient design and implementation of ITGCs, controls over service organizations and process level controls resulting in

ineffective process level controls including a lack of validation of

the completeness and accuracy of information used within

this process;

●

Our

annual

goodwill

impairment

process,

specifically

insufficient

risk

assessment

and

ineffective

design

and

implementation of controls resulting in ineffective process level

controls;

●

Our

revenue

recognition

process

relating

prepaid

airtime

sold

and

processing

fees

relating

certain

agreements,

specifically insufficient risk assessment and ineffective design and implementation of

controls related to our judgement over

revenue recognized either as principal versus as agent resulting in ineffective

process level controls;

●

Our journal entry process, specifically relating to insufficient risk assessment, and ineffective design and implementation of

controls including

insufficient controls

over information

resulting in

ineffective process

level controls

including a

lack of

validation of the completeness

of the journal entry

population and a lack of

validation of the completeness

and accuracy of

information used within the process; and

●

An insufficient number of experienced and trained resources to execute

on their internal control responsibilities resulting in

ineffective

design, implementation

and operating

effectiveness of

process level

controls for

processes in

the scope

of our

internal control over financial reporting evaluation.

Of the

material weaknesses

described above,

the material

weaknesses related

to the

revenue recognition

process resulted

in a

material corrected

misstatement for

the year ended

September 30,

2024 and

a restatement for

each of the

quarters ended

September

30,

2024,

December

31,

2024

and

March

31,

2025

our

revenue

and

cost

goods

sold,

processing,

servicing

and

support,

exclusive of depreciation and amortization. There

was no impact on the Company’s

reported operating income (loss), net loss or loss

per share

in any

of such

quarters. For

further information

on the

restatement, refer

to the

section titled

"Restatement of

Previously

Issued Financial

Statements” in

Note 1

to the unaudited

interim condensed

consolidated financial

statements as

of and

for the

three

months ended September 30, 2024. included in this Form 10-Q/A.

Of the material weaknesses described above, the material weaknesses

related to the annual goodwill impairment process resulted

corrected

material

misstatement

and

corrected

immaterial

misstatement

goodwill

and

impairment

loss in

the

Company’s

consolidated financial statements for the year ended June 30, 2025

Of the material weaknesses described above, the

material weaknesses related to the journal entry process

resulted in a corrected

immaterial misstatement

to our

revenue and

cost of

goods sold,

IT processing,

servicing and

support, exclusive

of depreciation

and

amortization in the Company’s consolidated

financial statements for the year ended June 30, 2025.

Of the material weaknesses described above, the material weakness related to an insufficient

number of experienced and trained

resources to

execute on

their internal

control responsibilities

also resulted

in a

corrected material

misstatement of

current and

long-

term borrowings in the Company’s

consolidated financial statements for the year ended June 30, 2025.

All

other

material

weaknesses

did

not

result

any

corrected

material

immaterial

misstatements,

however

reasonable

possibility exists that material misstatements in the Company’s consolidated financial statements may not be prevented or detected on

a timely basis.

Subsequent to

the date of

the Original Filing

and as a

result of the

Subsequent Material Weaknesses

in the Company's

internal

control over

financial reporting

discussed above,

our management,

with the

participation of

our executive

chairman and

our group

chief financial

officer,

concluded that,

as of

September 30,

2024.,

our disclosure

controls and

procedures

were not

effective

at the

reasonable assurance level due to the Subsequent Material Weakness

described above.

Notwithstanding

the

previously

identified

Material

Weaknesses,

management

believes

the

condensed

consolidated

financial

statements included in this Quarterly Report on Form 10-Q/A fairly present, in all material respects, our financial condition, results of

operations and cash flows as of and for the periods presented in accordance with

GAAP.

Remediation of Subsequent Material Weaknesses

To address the material weaknesses, our management,

including our Information Technology

(“IT”) team, has commenced with

remediation of these material

weaknesses including, but not

limited to: (1) developing

and implementing a comprehensive

remediation

plan that includes specific actions aimed at enhancing the

understanding of control owners related to the operation and

importance of

internal

controls

over

financial

reporting,

including

the principles

and

requirements

each control,

with

a focus

the impacted

processes,

including

controls

over

service

organizations,

ITGCs

and

other

process

level

controls;

(2)

mandating

improved

risk

assessment

procedures

with governance

requirements

upon implementing

new systems

within the

Group together

with the

design,

implementation and monitoring

of control activities;

(3) the recruitment

of additional appropriately

skilled resources across

the Finance

and

Risk

and

Compliance

disciplines

coupled

with

the

further

upskilling

and

training

existing

resources

responsible

for

the

execution

key

controls

well

focus

greater

degree

automation

controls

throughout

the

organization,

(4)

the

embedding of

controls compliance

in the

key performance

indicators of

senior executives

across the

business and

(5) collaborating

closely with internal and external assurance partners to ensure the robustness of

our remediation plan.

While we are actively taking steps to implement our remediation

plan, the Subsequent Material Weaknesses

will not be deemed

resolved until

the enhanced

controls operate

for a

sufficient period

of time

and management

has confirmed

through testing

that the

same are operating effectively.

We will

continue to monitor the

remediation plan's effectiveness

and adjust our efforts

as needed. As

we assess and test our

internal control over

financial reporting, we may

identify the need for

additional measures or modifications

the plan.

Remediation of Original Material Weaknesses

Management has,

however, made

progress in remediating

the material weaknesses

identified in the

previous fiscal year

to the failure of

specific ITGCs for certain

IT systems to operate

effectively as well

as the insufficient

design and implementation

controls and policies

and procedures

related to the

goodwill impairment

assessment. As a

result, controls

in the areas

of user access

and

program-change

management

for

associated

systems

that

support

our

financial

reporting

processes

have

been

remediated.

Revised procedures

have been

implemented related

to the

validation of

completeness and

accuracy of

the data used

in the

goodwill

impairment model together with additional procedures implemented to enhance the precision levels in evaluating certain assumptions

utilized in this model. Even though the controls for the goodwill impairment process have been strengthened,

it has not yet been fully

remediated as model errors persisted.

The remediation plan with respect to the Material Weaknesses

may be adjusted as is appropriate, as we continue to evaluate and

enhance our

internal control

over financial

reporting. Other

than the

design and

implementation of

the remediation

plan, there

have

not been

any changes

in our internal

control over

financial reporting

during the

fiscal quarter

ended September

30, 2024.,

that have

materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

Part II. Other Information

Item 1A. Risk Factors

See “Item

1A RISK

FACTORS”

in Part

I of

our Annual

Report on

Form 10-K

for the

fiscal year

ended June

30, 2024,

for a

discussion

risk

factors

relating

(i)

our

business,

(ii)

operating

South

Africa

and

other

foreign

markets,

(iii) government

regulation, and (iv) our common stock. Except

as set forth below, there have been no material

changes from the risk factors previously

disclosed in our Annual Report on Form 10-K for the fiscal year ended June 30,

2024.

We may not be able

to successfully integrate Adumo’s

operations with our business.

On October 1, 2024, we announced the closing of our ZAR 1.67 billion ($96.2 million) investment to acquire a 100% interest in

Adumo.

Integrating

these

businesses into

our

company

may

require

significant

attention

from

our

senior

management

which

may

divert their

attention from

our day-to-day

business. The

difficulties of

integration may

be increased

by cultural

differences between

our two

organizations and

the necessity of

retaining and

integrating personnel,

including Adumo’s

key employees

and management

team. The

services of

some of these

individuals will

be important

to the

continued growth

and success

of Adumo’s

business and

our ability

to integrate

the

Adumo business

with ours.

If we

were to

lose the

services of

these key

employees or

fail to

sufficiently

integrate them, our ability to operate these businesses successfully would

likely be materially and adversely impacted.

As such, if we are unable to successfully integrate Adumo’s operations into our business we could be required to record material

impairments, and as a result, our financial condition, results of operations,

cash flows and stock price could suffer.

depend upon

third-party suppliers,

making us

vulnerable to

supply shortages

and price

fluctuations, which

could harm

our business.

obtain our

smart cards, ATMs,

electronic payment

and POS devices,

components for our

safe assets, components

to repair

the ISV (independent software vendor)

division’s POS hardware, and the other

hardware we use in

our business from a

limited number

of suppliers, and

do not manufacture

this equipment ourselves.

We generally do not have

long-term agreements with

our manufacturers

or component suppliers.

If our suppliers

become unwilling or

unable to provide

us with adequate

supplies of parts

or products when

we need them,

or if they

increase their prices,

we may not

be able to

find alternative

sources in a

timely manner

and could be

faced

with a critical shortage. This

could harm our ability to meet customer

demand and cause our revenues

to decline. Even if we are

able

to secure alternative sources in a timely manner,

our costs could increase as a result of supply or geopolitical shocks, which

may lead

increase

the

prices

goods

and

services

from

third

parties.

supply

interruption,

such

the

recent

global

shortage

semiconductors, or

an increase

in demand

beyond current

suppliers’ capabilities

could harm

our ability

to distribute

our equipment

and thus to

acquire new customers

who use our

technology. Any

interruption in the

supply of the

hardware necessary to

operate our

technology, or our inability to obtain substitute equipment at acceptable prices in a

timely manner, could impair our ability to meet the

demand of our customers, which would have an adverse effect on

our business.

We do

not have a South African banking

license and, therefore, we provide

our EPE solution through an

arrangement with

a third-party bank, which

limits our control over this

business and the economic benefit we

derive from it. If

this arrangement were

to terminate,

we would

not be

able to

operate our

EPE business

without alternate

means of

access to

a banking

license. We

are

also required

to comply

with the

requirements of

payment schemes,

including

VISA and

Mastercard.

Furthermore,

we provide

certain of

our services under

partnerships with South

African banks. We will

be unable to

provide our payments

and card-acquiring

businesses if we

fail to comply

with payment scheme

rules, and/or fails

to maintain certain

regulatory licenses and

registrations,

and/ or if we were unable to continue to partner with South African banks to provide

our payments and card acquiring services.

The

South

African

retail

banking

market

highly

regulated.

Under

current

law

and

regulations,

our

EasyPay

Everywhere

(“EPE”) business activities require

us to be registered as

a bank in South Africa

or to have access to an

existing banking license.

are not currently so

registered, but we have

an agreement with African

Bank Limited that enables

us to implement our

EPE program

in compliance with the

relevant laws and regulations.

If this agreement were

to be terminated, we

would not be able

to operate these

services unless we were able to obtain access to a banking license

through alternate means. Furthermore, we have to comply

with the

South

African

Financial

Intelligence

Centre Act,

2001

and money

laundering and

terrorist financing

control

regulations,

when

open new

bank accounts

for our

customers and

when they

transact.

Failure to

effectively

implement

and monitor

responses

to the

legislation and regulations may result in significant fines or prosecution of

African Bank Limited and ourselves.

are required

to comply

with the

requirements of

payment schemes,

including VISA

and Mastercard.

have deployed

significant number of devices, and any

mandatory compliance upgrades to our deployed POS

devices would require significant capital

expenditures and/or be

disruptive to our

customer base. Failure

to comply with

the payment schemes’

rules may result

in significant

fines and/or a loss of license to participate in the scheme(s).

We provide payment services to our customers by partnering with some of the largest banks in South Africa. If these agreements

were to be terminated, we would not be able to provide these payment services unless we were able to conclude an agreement with an

alternative bank.

In addition,

if we were

to lose our

PASA

registrations or fail

to have them

renewed, we

would not be

permitted to

provide payment services.

Compliance with the requirements under these various regulatory regimes may

cause us to incur significant additional costs and

failure to

comply with

such requirements

could result

in the

shutdown of

the non-complying

facility,

the imposition

of liens,

fines

and/or civil or criminal liability.

addition,

the

South

African

Financial

Advisory

and

Intermediary

Services

Act,

2002,

requires

persons

who

act

intermediaries between financial product

suppliers and consumers in

South Africa to register

as financial service providers.

EasyPay

Insurance was

granted a Financial

Service Provider,

or FSP,

license on June

9, 2015, and

EasyPay Financial

Services (Pty) Ltd

was

granted

a FSP

license on

July 11,

our FSP

licenses are

withdrawn or

suspended, we

may be

stopped from

continuing our

financial

services businesses in South Africa unless we are able to enter into a representative arrangement

with a third party FSP.

Furthermore, the

proposed Conduct

of Financial

Institutions Bill

will make

significant changes

to the

current licensing

regime

however, the current proposal is that existing licences will be converted. The second draft of the Conduct of

Financial Institutions Bill

was published for public comment on September 29, 2020.

Proposed regulatory changes to the national payments system are expected to have a substantial impact on the South African

payments industry.

It may

change the

manner in

which we

conduct business

and may

lead to

increased operating

costs for

our

business as we work to ensure compliance with the new legislative

and regulatory framework, which may have a material adverse

effect on our business.

On March

3, 2025,

the South

African Reserve

Bank (“SARB”)

published

certain draft

regulatory documents

for commentary

that

are

expected

to have

a substantial

impact

on how

we conduct

our

business namely:

(i)

a draft

directive

entitled

“Directive

respect

of specific

payment

activities within

the

national

payment

system”

(the “Directive”);

(ii) a

draft

exemption

notice

entitled

“Designation by the

Prudential Authority of

specific activities conducted

in the national

payment system which

shall be deemed

not

to constitute

‘the business

of a

bank’ under

paragraph (cc)

in section

1(1) of

the Banks

Act, 1990”

(the “Exemption

Notice”); and

(iii) the National

Payment System

Bill (“NPS

Bill”), which

seeks to

replace the

existing National

Payment System

Act, 1998.

The

proposed regulations

were made

available for

comment, and

we submitted

detailed comments

to our

industry body,

Association of

South African Payment Providers, on the proposed regulations.

The key objectives of the proposed regulations are to

clarify the mandate and objectives of the

SARB with respect to the national

payment

system

(“NPS”);

and

establish

robust

regulatory,

oversight,

and

supervisory

framework

for

the

NPS.

The

proposed

regulations also aim

to promote financial

inclusion, competition, the

prevention of financial

crime, and the

fair treatment and

protection

customers,

while introducing

an activity-based

licensing and

authorization

regime. In

this regard,

the Directive

defines

thirteen

“payment

activities”

and

provides

that

person,

which

can

bank

non-bank,

providing

“payment

activity"

must

obtain

authorisation from the

SARB to undertake

such activity.

Under the Exemption

Notice, certain payment

activities are exempted

from

the definition of ‘the business of a bank’. Prior to the

Exemption Notice, these activities could only be undertaken by a bank. Pursuant

to the

Exemption Notice,

these activities

can be

undertaken by

non-banks, subject

to certain

conditions. Certain

of our

businesses,

including EasyPay Everywhere,

Adumo and Kazang Pay,

currently undertake activities which

would qualify as “payment

activities”

under the

Directive and

the NPS Bill.

Under the

current regulatory

framework, these

activities are

undertaken in

partnership with

sponsoring bank and the sponsoring bank is

subject to regulation by the SARB.

In other words, the business undertaking the “payment

activity” is not subject to direct regulation with respect to such payment activities.

It is

uncertain if

and when

the proposed

regulations will

enter into

effect and

whether a

non-bank such

as the

relevant Lesaka

subsidiary

may

elect

whether

conduct

an exempted

payment

activity

partnering

with

bank

do so,

or on

its own,

authorised by the

SARB -

i.e. whether both

options will

be available

to a

non-bank. Should

our businesses

be subject to

direct regulation

under this new regime (i.e., if our current sponsorship model

is no longer available), we expect that we

will incur significant operating

costs to comply

with the new

requirements, and

to obtain

authorization with

respect thereto. Furthermore,

while some requirements

may already exist under

other current regulatory frameworks

for certain of our

businesses, we will likely

need to invest in additional

resources, systems and processes to

satisfy the regulatory requirements contemplated in the

proposed regulations, which may also lead

to increased

operational costs,

which may

have a

material adverse

effect on

our business.

It is

expected that

the SARB will

publish

revised regulations later in 2025.

identified

material

weaknesses

internal

control

over

financial

reporting,

and

determined

that

they

resulted

our

internal

control

over

financial

reporting

and

disclosure

controls

and

procedures

not

being

effective,

during

the

quarter

ended

September 30, 2024. If we are not able to remediate

these material weaknesses, or we identify additional

deficiencies in the future

or otherwise fail

to maintain an

effective system of internal controls,

including disclosure controls and

procedures, this could result

in material misstatements of our financial statements or cause us to fail to meet our reporting

obligations.

SEC rules define a material weakness as a deficiency,

or a combination of control deficiencies, in internal control over financial

reporting

such

that

there

reasonable

possibility

that

material

misstatement

registrant’s

financial

statements

will

not

prevented or detected

on a

timely basis.

We are required to

annually provide management’s attestation

on internal control

over financial

reporting. We

are also

required to

disclose significant

changes made

to our internal

control procedures

on a

quarterly basis

and any

material

weaknesses

identified

our

management

our

internal

control

over

financial

reporting

during

the

course

assessments.

Subsequent

the

Original

Filing,

connection

with

the

restatement,

management

identified

material

weakness

the

Company’s internal control over financial reporting related

to its controls

over applying technical accounting

guidance to nonrecurring

events and transactions, specific

to the evaluation of information

that was known or knowable

at the time of the

transaction or event.

Refer to the section titled "Restatement” in Note 1 to the unaudited

interim condensed consolidated financial statements as of

and for

the

three

months

ended

September

30,

2024

included

this Form

10-Q/A.

Management

determined

that

such

material

weakness

resulted in

the Company’s

internal control

over financial

reporting and

disclosure controls

and procedures

not being

effective as

September 30, 2024.

Effective internal controls are necessary

for us to provide reliable financial

statements and prevent or detect fraud.

The material

weaknesses in internal

control over financial

reporting described above,

any new

deficiencies identified in

the future

or any

deficiencies

in our disclosure

controls and procedures,

if not timely

remediated, could limit

our ability to prevent

or detect a

misstatement of our

accounts or disclosures that could result in

a material misstatement of our annual

or interim financial statements. We are in the process

of implementing

a remediation

plan to

remediate the

material weaknesses

we identified,

which is

designed to

improve our

internal

control over

financial reporting. We

can provide no

assurance that the

measures we have

taken to-date

and any actions

that we may

take

the

future

will

sufficient

remediate

this

control

deficiency,

that

such

remediation

measures

will

effective

preventing or avoiding potential future significant deficiencies or material weaknesses

in our internal controls.

identify

any

new

deficiencies

the

future

are

not able

successfully

remediate

the

material

weaknesses

have

identified and

related deficiencies

in our disclosure

controls and procedures,

the accuracy and

timing of our

financial reporting

may

be adversely affected, investors may lose confidence in the

accuracy and completeness of our financial reports,

the market price of our

common stock

could decline, we

could be

subject to sanctions

or investigations

by the SEC,

or other

regulatory authorities,

and we

may not

be able

to source

external financing

for our

capital needs

on acceptable

terms or

at all.

Each of

the foregoing

items could

adversely affect

our business, results

of operations,

financial condition,

and the market

price and volatility

of our common

stock. In

addition, we have expended,

and expect to continue

to expend, significant resources,

including accounting-related costs and

significant

management oversight, in

order to assess, implement,

maintain, remediate and

improve the effectiveness

of our internal control

over

financial reporting and our general control environment.

In addition, as a result of the material weaknesses described above and other matters raised or that may in the future be raised by

the SEC, we face the potential for litigation or other disputes which

may include, among others, claims invoking the federal and

state

securities laws,

contractual claims or

other claims arising

from the

deficiencies in our

internal control over

financial reporting described

above,

the

preparation

our

financial

statements

and

the

restatement

described

above.

Any

such

litigation

dispute,

whether

successful or not, could have a material adverse effect on our business,

results of operations, liquidity and financial condition.

The restatement of our prior

quarterly financial statements may affect shareholder and

investor confidence in us or

harm our

reputation, and may subject us

to additional risks and uncertainties, including increased costs

and the increased possibility of legal

proceedings and regulatory inquiries, sanctions or investigations.

Subsequent

the

Original

Filing,

connection

with

the

restatement,

management

identified

material

weaknesses

the

Company’s internal control over financial reporting, specific to the evaluation of information that was known or knowable at the time

of the transaction

or event. Refer

to the

section titled “Restatement”

in Note

1 to

the unaudited interim

condensed consolidated financial

statements as of and for the three months ended September 30, 2024

included in this Form 10-Q/A.

As a result of the restatement

described above, we have

incurred, and may continue to

incur, unanticipated costs

for accounting

and

legal

fees

connection

with,

to,

such

restatement.

addition,

such

restatement

could

subject

number

additional risks and uncertainties, including the increased possibility of legal proceedings and inquiries, sanctions or investigations by

the SEC

or other

regulatory authorities.

Any of

the foregoing

may adversely

affect

our reputation,

the accuracy

and timing

of our

financial

reporting,

our

business,

results

operations,

liquidity

and

financial

condition,

cause

shareholders,

investors

and

customers to lose confidence in the accuracy and completeness

of our financial reports or cause the market price of

our common stock

to decline.

Item 5. Other Information

Our Section 16 officers and directors, as defined in Rule 16a-1(f) of the Securities

Exchange Act of 1934 (the “Exchange Act”),

may from time to time

enter into plans for the

purchase or sale of our

common stock that are

intended to satisfy the affirmative defense

conditions of Rule 10b5-1(c) of

the Exchange Act. During the

quarter ended September 30, 2024,

no officers or directors,

as defined

in Rule 16a-1(f),

adopted

, modified, or

terminated

a “Rule 10b5-1 trading arrangement” or a “

non-Rule

10b5-1

trading arrangement,”

as defined in Item 408 of Regulation S-K.

Item 6. Exhibits

The following exhibits are filed as part of this Form 10-Q:

Incorporated by Reference Herein

Exhibit

No.

Description of Exhibit

Included

Herewith

Form

Exhibit

Filing Date

2.2

First Addendum to Sale and Purchase Agreement, dated

October 1, 2024, between Lesaka Technologies Proprietary

Limited; Lesaka Technologies, Inc. and the parties listed in

Annexure A

8-K

2.2

October 1, 2024

10.39

Facility Letter dated September 30, 2024 between Lesaka

Technologies (Proprietary) Limited and FirstRand Bank

Limited (acting through its Rand Merchant Bank division)

8-K

10.1

October 1, 2024

10.40

Sale of Shares Agreement dated October 1, 2024, between

Lesaka Technologies Proprietary Limited and Crossfin

Holdings Proprietary Limited

8-K

10.2

October 1, 2024

10.41

Third Addendum to Facility Letter no.: LM/CCMS/01/2021

between FirstRand Bank Ltd, Cash Connect Management

Solutions (Pty) Ltd, Main Street 1723 (Pty) Ltd, Cash

Connect Rentals (Pty) Ltd; and K2020 Connect (Pty) Ltd

dated October 29, 2024

31.1

Certification of Principal Executive Officer pursuant to

Rule 13a-14(a) under the Exchange Act

31.2

Certification of Principal Financial Officer pursuant to Rule

13a-14(a) under the Exchange Act

Certification pursuant to 18 USC Section 1350

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy

Extension Schema

101.CAL

XBRL Taxonomy

Extension Calculation Linkbase

101.DEF

XBRL Taxonomy

Extension Definition Linkbase

101.LAB

XBRL Taxonomy

Extension Label Linkbase

101.PRE

XBRL Taxonomy

Extension Presentation Linkbase

104

Cover

page

formatted

Inline

XBRL

and

contained

Exhibit 101

Previously filed with the Quarterly Report on Form 10-Q for the period

ended September 30, 2024 filed with the SEC on

November 6, 2024.

SIGNATURES

Pursuant to

the requirements

of the

Securities Exchange

Act of

1934, the

registrant has

caused this

report to

be signed

on its

behalf by the undersigned, thereunto duly authorized, on September

29, 2025.

LESAKA TECHNOLOGIES, INC.

By: /s/ Ali Mazanderani

Ali Mazanderani

Executive Chairman

By: /s/ Dan L. Smith

Dan L. Smith

Group Chief Financial Officer,

Treasurer and Secretary

ex311

Exhibit 31.1

CERTIFICATION

OF PRINCIPAL

EXECUTIVE OFFICER

PURSUANT TO RULES 13A-14(A) AND 15D-14(A)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Ali Mazanderani,

certify that:

I have

reviewed this

quarterly report

on Form

10-Q of

Lesaka Technologies,

Inc. (“Lesaka”)

for the

quarter ended

September

30, 2024;

Based

knowledge,

this

report

does

not

contain

any

untrue

statement

material

fact

omit

state

material

fact

necessary to

make the

statements made,

in light

of the

circumstances under

which such

statements were

made, not

misleading with

respect to the period covered by this report;

Based on

my knowledge,

the financial

statements, and

other

financial

information

included

in this

report,

fairly

present in

all

material respects

the financial

condition, results

of operations

and cash

flows of

Lesaka as

of, and

for, the

periods presented

in this

report;

I am

responsible

for

establishing and

maintaining

disclosure controls

and

procedures (as

defined

in Exchange

Act Rules

13a-

15(e)

and 15d-15(e))

and

internal control

over financial

reporting (as

defined

in Exchange

Act Rules

13a-15(f)

and 15d-15(f))

for

Lesaka and have:

(a) Designed

such disclosure

controls and

procedures, or

caused such

disclosure controls

and procedures

to be

designed

under our supervision,

to ensure that material

information relating to

Lesaka, including

its consolidated subsidiaries,

is made known

to us by others within those entities, particularly during the period in which

this report is being prepared;

(b) Designed

such internal

control over

financial reporting,

or caused

such internal

control over financial

reporting to

designed under our supervision, to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of

financial statements for external purposes in accordance with generally accepted

accounting principles;

(c)

Evaluated

the

effectiveness

Lesaka’s

disclosure

controls

and

procedures

and

presented

this

report

our

conclusions about the effectiveness of the disclosure

controls and procedures, as of the end of the period covered by

this report based

on such evaluation; and

(d) Disclosed in this report

any change in Lesaka’s

internal control over financial reporting

that occurred during Lesaka’s

most

recent

fiscal

quarter

that

has

materially

affected,

reasonably

likely

materially

affect,

Lesaka’s

internal

control

over

financial reporting; and

I have

disclosed, based

on our

most recent

evaluation of

internal control

over financial

reporting, to

Lesaka’s

auditors and

the

Audit Committee of Lesaka’s Board

of Directors (or persons performing the equivalent functions):

(a)

All

significant

deficiencies

and

material

weaknesses

the

design

operation

internal

control

over

financial

reporting

which

are

reasonably

likely

adversely

affect

Lesaka’s

ability

record,

process,

summarize

and

report

financial

information; and

(b)

Any

fraud,

whether

not

material,

that

involves

management

other

employees

who

have

significant

role

Lesaka’s internal control over financial

reporting.

Date: September 29, 2025

/s/ Ali Mazanderani

Ali Mazanderani

Executive Chairman

ex312

Exhibit 31.2

CERTIFICATION

OF PRINCIPAL

FINANCIAL OFFICER

PURSUANT TO RULES 13A-14(A) AND 15D-14(A)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Dan L. Smith, certify that:

I have

reviewed this

quarterly report

on Form

10-Q of

Lesaka Technologies,

Inc. (“Lesaka”)

for the

quarter ended

September

30, 2024;

Based

knowledge,

this

report

does

not

contain

any

untrue

statement

material

fact

omit

state

material

fact

necessary to

make the

statements made,

in light

of the

circumstances under

which such

statements were

made, not

misleading with

respect to the period covered by this report;

Based on

my knowledge,

the financial

statements, and

other

financial

information

included

in this

report,

fairly

present in

all

material respects

the financial

condition, results

of operations

and cash

flows of

Lesaka as

of, and

for, the

periods presented

in this

report;

I am

responsible

for

establishing and

maintaining

disclosure controls

and

procedures (as

defined

in Exchange

Act Rules

13a-

15(e)

and 15d-15(e))

and

internal control

over financial

reporting (as

defined

in Exchange

Act Rules

13a-15(f)

and 15d-15(f))

for

Lesaka and have:

(a) Designed

such disclosure

controls and

procedures, or

caused such

disclosure controls

and procedures

to be

designed

under our supervision,

to ensure that material

information relating to

Lesaka, including

its consolidated subsidiaries,

is made known

to us by others within those entities, particularly during the period in which

this report is being prepared;

(b) Designed

such internal

control over

financial reporting,

or caused

such internal

control over financial

reporting to

designed under our supervision, to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of

financial statements for external purposes in accordance with generally accepted

accounting principles;

(c)

Evaluated

the

effectiveness

Lesaka’s

disclosure

controls

and

procedures

and

presented

this

report

our

conclusions about the effectiveness of the disclosure

controls and procedures, as of the end of the period covered by

this report based

on such evaluation; and

(d) Disclosed in this report

any change in Lesaka’s

internal control over financial reporting

that occurred during Lesaka’s

most

recent

fiscal

quarter

that

has

materially

affected,

reasonably

likely

materially

affect,

Lesaka’s

internal

control

over

financial reporting; and

I have

disclosed, based

on our

most recent

evaluation of

internal control

over financial

reporting, to

Lesaka’s

auditors and

the

Audit Committee of Lesaka’s Board

of Directors (or persons performing the equivalent functions):

(a)

All

significant

deficiencies

and

material

weaknesses

the

design

operation

internal

control

over

financial

reporting

which

are

reasonably

likely

adversely

affect

Lesaka’s

ability

record,

process,

summarize

and

report

financial

information; and

(b)

Any

fraud,

whether

not

material,

that

involves

management

other

employees

who

have

significant

role

Lesaka’s internal control over financial

reporting.

Date: September 29, 2025

/s/ Dan L. Smith

Dan L. Smith

Group Chief Financial Officer

ex32

Exhibit 32

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

connection

with

the

quarterly

report

Lesaka

Technologies,

Inc.

(“Lesaka”)

Form 10-Q

for

the

quarter

ended

September 30, 2024,

as filed with

the Securities and

Exchange Commission

on the date

hereof (the “Report”),

Ali Mazanderani and

Dan

Smith,

Executive

Chairman

and

Group

Chief

Financial

Officer,

respectively,

Lesaka,

certify,

pursuant

U.S.C. § 1350, that to their knowledge:

The Report fully complies with the requirements of Section 13(a) or

15(d) of the Securities Exchange Act of 1934,

as amended;

and

The information contained in the Report fairly presents, in all material respects, the financial

condition and results

of operations of Lesaka.

Date: September 29, 2025

/s/: Ali Mazanderani

Name: Ali Mazanderani

Executive Chairman

Date: September 29, 2025

/s/: Dan L. Smith

Name: Dan L. Smith

Group Chief Financial Officer