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

December 31, 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

February 3,

2025 (the

latest practicable

date),

79,124,599

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 December 31, 2024, as originally filed with the Securities and Exchange Commission (the

“SEC”) on February 5, 2025, (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 and six months ended December 31, 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 of 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.

In addition, we have filed an amendment to our Quarterly Reports on Form 10-Q for quarterly periods ended September 30, 2024,

originally filed with the SEC on November 6, 2024; 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 December 31, 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 December 31, 2025.

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 February 5, 2025, 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 December 31, 2024 and June

30, 2024

Unaudited Condensed Consolidated Statements of Operations for the three and six

months ended December 31, 2024 (as restated) and 2023

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

three and six months ended December 31, 2024 and 2023

Unaudited Condensed Consolidated Statement of Changes in Equity for the three and six

months ended December 31, 2024 and 2023

Unaudited Condensed Consolidated Statements of Cash Flows for the three and six

months ended December 31, 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 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 5.

Other Information

Item 6.

Exhibits

Signatures

EXHIBIT 2.2

EXHIBIT 40

EXHIBIT 41

EXHIBIT 42

EXHIBIT 43

EXHIBIT 44

EXHIBIT 45

Part I. Financial information

Item 1. Financial Statements

LESAKA TECHNOLOGIES, INC.

Unaudited Condensed Consolidated Balance Sheets

December 31,

June 30,

2024

(A)

2024

(B)

(In thousands, except share data)

ASSETS

CURRENT ASSETS

Cash and cash equivalents

60,625

59,065

Restricted cash related to ATM funding

and credit facilities (Note 9)

112

6,853

Accounts receivable, net and other receivables (Note 3)

46,203

36,667

Finance loans receivable, net (Note 3)

49,529

44,058

Inventory (Note 4)

27,346

18,226

Total current assets before settlement assets

183,815

164,869

Settlement assets

27,550

22,827

Total current assets

211,365

187,696

PROPERTY,

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

48,124

June:

49,762

42,295

31,936

OPERATING LEASE RIGHT-OF-USE (Note 17)

7,649

7,280

EQUITY-ACCOUNTED INVESTMENTS

(Note 6)

181

206

GOODWILL (Note 7)

200,760

138,551

INTANGIBLE ASSETS, NET (Note 7)

125,964

111,353

DEFERRED INCOME TAXES

6,278

3,446

OTHER LONG-TERM ASSETS, including equity securities (Note 6 and 8)

46,082

77,982

TOTAL ASSETS

640,574

558,450

LIABILITIES

CURRENT LIABILITIES

Short-term credit facilities for ATM funding (Note 9)

6,737

Short-term credit facilities (Note 9)

51,152

9,351

Accounts payable

16,704

16,674

Other payables (Note 10)

59,416

56,051

Operating lease liability - current (Note 17)

3,257

2,343

Current portion of long-term borrowings (Note 9)

79,753

15,719

Income taxes payable

1,385

654

Total current liabilities before settlement obligations

211,667

107,529

Settlement obligations

26,882

22,358

Total current liabilities

238,549

129,887

DEFERRED INCOME TAXES

36,260

38,128

OPERATING LEASE LIABILITY - LONG TERM (Note 17)

4,819

5,087

LONG-TERM BORROWINGS (Note 9)

68,904

127,467

OTHER LONG-TERM LIABILITIES, including insurance policy liabilities (Note 8)

3,048

2,595

TOTAL LIABILITIES

351,580

303,164

REDEEMABLE COMMON STOCK

88,957

79,429

EQUITY

COMMON STOCK (Note 11)

Authorized:

200,000,000

with $

0.001

par value;

Issued and outstanding shares, net of treasury - December:

80,159,292

June:

64,272,243

101

PREFERRED STOCK

Authorized shares:

50,000,000

with $

0.001

par value;

Issued and outstanding shares, net of treasury:

December:

June:

ADDITIONAL PAID-IN-CAPITAL

421,950

343,639

TREASURY SHARES, AT

COST: December:

28,297,365

June:

25,563,808

(302,319)

(289,733)

ACCUMULATED OTHER

COMPREHENSIVE LOSS (Note 12)

(199,969)

(188,355)

RETAINED EARNINGS

273,547

310,223

TOTAL LESAKA EQUITY

193,310

175,857

NON-CONTROLLING INTEREST

6,727

TOTAL EQUITY

200,037

175,857

TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND SHAREHOLDERS’ EQUITY

640,574

558,450

(A) – The Company reclassified an amount of $

11,453

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

Six months ended

December 31,

2024

2023

2024

2023

(As

restated)

(A)

(As

restated)

(A)

(In thousands, except per share

data)

(In thousands, except per share

data)

REVENUE (Note 16)

176,216

143,893

329,784

279,982

EXPENSE

Cost of goods sold, IT processing, servicing and support

130,696

114,266

249,605

221,756

Selling, general and administration

36,520

21,507

63,246

44,022

Depreciation and amortization

8,223

5,813

14,499

11,669

Transaction costs related to Adumo acquisition (Note 2)

1,702

OPERATING INCOME

777

2,273

732

2,501

CHANGE IN FAIR VALUE

OF EQUITY SECURITIES (Note 5 and 6)

(33,731)

LOSS ON DISPOSAL OF EQUITY-ACCOUNTED INVESTMENT

(Note 6)

161

REVERSAL OF ALLOWANCE FOR

DOUBTFUL EMI DEBT

RECEIVABLE

250

INTEREST INCOME

721

485

1,307

934

INTEREST EXPENSE

6,174

4,822

11,206

9,731

LOSS BEFORE INCOME TAX (BENEFIT) EXPENSE

(38,568)

(2,064)

(43,059)

(6,046)

INCOME TAX (BENEFIT) EXPENSE (Note 19)

(6,412)

686

(6,334)

950

NET LOSS BEFORE EARNINGS (LOSS) FROM EQUITY-

ACCOUNTED INVESTMENTS

(32,156)

(2,750)

(36,725)

(6,996)

EARNINGS (LOSS) FROM EQUITY-ACCOUNTED INVESTMENTS

(Note 6)

(1,362)

NET LOSS

(32,106)

(2,707)

(36,648)

(8,358)

LESS NET INCOME ATTRIBUTABLE

TO NON-CONTROLLING

INTEREST

NET LOSS ATTRIBUTABLE

TO LESAKA

(32,134)

(2,707)

(36,676)

(8,358)

Net loss per share, in United States dollars

(Note 14):

Basic loss attributable to Lesaka shareholders

(0.40)

(0.04)

(0.51)

(0.13)

Diluted loss attributable to Lesaka shareholders

(0.40)

(0.04)

(0.51)

(0.13)

(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

Six months ended

December 31,

2024

2023

2024

2023

(In thousands)

Net loss

(32,106)

(2,707)

(36,648)

(8,358)

Other comprehensive (loss) income, net of taxes

Movement in foreign currency translation reserve

(22,731)

6,112

(12,206)

5,268

Release of foreign currency translation reserve related to

liquidation of subsidiaries (Note 12)

(952)

Release of foreign currency translation reserve related to

disposal of Finbond equity securities (Note 12)

1,543

Movement in foreign currency translation reserve related

to equity-accounted investments

489

Total other comprehensive

(loss) income, net of

taxes

(22,725)

6,703

(12,200)

6,348

Comprehensive (loss) income

(54,831)

3,996

(48,848)

(2,010)

Less comprehensive loss attributable to non-

controlling interest

558

Comprehensive (loss) income attributable to

Lesaka

(54,273)

3,996

(48,290)

(2,010)

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 December 31, 2023 (dollar amounts

in thousands)

Balance – October 1, 2023

88,883,198

(25,244,286)

(288,238)

63,638,912

337,490

322,012

(196,081)

175,266

79,429

Shares repurchased (Note 13)

(50,975)

(198)

(50,975)

(198)

Restricted stock granted (Note 13)

868,996

Exercise of stock options (Note 13)

592

Stock-based compensation charge

(Note 13)

1,812

Reversal of stock-based compensation

charge (Note 13)

(14,002)

(8)

Stock-based compensation charge

related to equity-accounted investment

(Note 6)

(147)

Net loss

(2,707)

Other comprehensive loss (Note 12)

6,703

Balance – December 31, 2023

89,738,784

(25,295,261)

(288,436)

64,443,523

339,149

319,305

(189,378)

180,723

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 six months ended December 31, 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

Shares repurchased (Note 13)

(50,975)

(198)

(50,975)

(198)

Restricted stock granted (Note 13)

868,996

Exercise of stock options (Note 13)

7,385

Stock-based compensation charge

(Note 13)

3,580

Reversal of stock-based compensation

charge (Note 13)

(22,129)

(17)

Stock-based compensation charge

related to equity-accounted investment

(133)

Net loss

(8,358)

Other comprehensive loss (Note 12)

6,348

Balance – December 31, 2023

89,738,784

(25,295,261)

(288,436)

64,443,523

339,149

319,305

(189,378)

180,723

79,429

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 December 31, 2024 (dollar amounts

in thousands)

Balance – October 1, 2024

89,865,751

(25,563,808)

(289,733)

64,301,943

346,016

305,681

(177,830)

184,217

79,429

Shares issued (Note 2 and Note 11)

17,279,803

73,239

73,256

9,528

Shares repurchased (Note 13)

(2,733,557)

(12,586)

(2,733,557)

(12,586)

Restricted stock granted (Note 13)

1,331,310

Exercise of stock options (Note 13)

17,014

Stock-based compensation charge

(Note 13)

2,655

Reversal of stock-based compensation

charge (Note 13)

(37,221)

(11)

Adumo non-controlling interest

acquired (Note 2)

7,586

Net loss

(32,134)

(32,106)

Dividends paid to non-controlling

interest

(301)

Other comprehensive loss (Note 12)

(22,139)

(586)

(22,725)

Balance – December 31, 2024

108,456,657

101

(28,297,365)

(302,319)

80,159,292

421,950

273,547

(199,969)

193,310

6,727

200,037

88,957

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

Addition

al Paid-

Capital

Retained

Earnings

Accumulated

other

comprehensiv

e loss

Total

Lesaka

Equity

Non-

controllin

g Interest

Total

Redeemda

ble

common

stock

For the six months ended December 31, 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

Shares issued (Note 2 and Note 11)

17,279,803

73,239

73,256

9,528

Shares repurchased (Note 13)

(2,733,557)

(12,586)

(2,733,557)

(12,586)

Restricted stock granted

1,364,110

Exercise of stock options (Note 13)

17,014

Stock-based compensation charge

(Note 13)

5,032

Reversal of stock-based compensation

charge (Note 13)

(40,321)

(11)

Stock-based compensation charge

related to equity-accounted investment

(Note 6)

Adumo non-controlling interest

acquired (Note 2)

7,586

Net loss

(36,676)

(36,648)

Dividends paid to non-controlling

interest

(301)

Other comprehensive loss (Note 12)

(11,614)

(586)

(12,200)

Balance – December 31, 2024

108,456,657

101

(28,297,365)

(302,319)

80,159,292

421,950

273,547

(199,969)

193,310

6,727

200,037

88,957

See Notes to Unaudited Condensed Consolidated Financial

Statements

LESAKA TECHNOLOGIES, INC.

Unaudited Condensed Consolidated Statements of Cash Flows

Three months ended

Six months ended

December 31,

2024

2023

2024

2023

(In thousands)

Cash flows from operating activities

Net loss

(32,106)

(2,707)

(36,648)

(8,358)

Depreciation and amortization

8,223

5,813

14,499

11,669

Movement in allowance for doubtful accounts receivable

2,521

1,164

4,020

2,689

Fair value adjustment related to financial liabilities

(454)

(836)

(264)

(870)

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

161

(Earnings) Loss from equity-accounted investments

(50)

(43)

(77)

1,362

Movement in allowance for doubtful loans to equity-accounted investments

(250)

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

33,731

Profit on disposal of property, plant and equipment

(14)

(163)

(41)

(199)

Movement in interest payable

1,864

(1,573)

3,557

191

Facility fee amortized

137

316

Stock-based compensation charge (Note 13)

2,644

1,804

5,021

3,563

Dividends received from equity-accounted investments

Increase in accounts receivable

(11,988)

(13,157)

(4,295)

(15,502)

Increase in finance loans receivable

(8,325)

(2,889)

(9,915)

(3,377)

(Increase) Decrease in inventory

(4,560)

985

(5,449)

506

Increase (Decrease) in accounts payable and other payables

8,135

13,728

(9,042)

14,103

(Decrease) Increase in taxes payable

(153)

(654)

612

(346)

Decrease in deferred taxes

(8,928)

(1,032)

(9,374)

(1,594)

Net cash (used in) provided by operating activities

(9,166)

583

(13,302)

3,957

Cash flows from investing activities

Capital expenditures

(6,318)

(2,198)

(10,283)

(5,007)

Proceeds from disposal of property, plant and equipment

475

436

1,325

720

Acquisition of intangible assets

(428)

(47)

(601)

(182)

Acquisitions, net of cash acquired

(3,957)

Proceeds from disposal of equity-accounted investment (Note 6)

3,508

Repayment of loans by equity-accounted investments

250

Net change in settlement assets

(1,266)

(43)

2,304

(11,280)

Net cash (used in) provided by investing activities

(11,494)

1,906

(11,212)

(11,991)

Cash flows from financing activities

Proceeds from bank overdraft (Note 9)

48,855

69,012

72,748

128,586

Repayment of bank overdraft (Note 9)

(4,512)

(66,048)

(35,540)

(128,841)

Long-term borrowings utilized (Note 9)

12,903

8,557

13,677

11,028

Repayment of long-term borrowings (Note 9)

(8,322)

(3,184)

(13,794)

(5,813)

Acquisition of treasury stock (Note 13)

(12,586)

(198)

(12,586)

(198)

Proceeds from exercise of stock options

Guarantee fee

(431)

Dividends paid to non-controlling interest

(301)

Net change in settlement obligations

1,209

197

(2,439)

10,893

Net cash provided by financing activities

36,866

8,338

21,385

15,678

Effect of exchange rate changes on cash and cash equivalents

(5,278)

2,005

(2,052)

1,562

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

10,928

12,832

(5,181)

9,206

Cash, cash equivalents and restricted cash – beginning of period

49,809

55,006

65,918

58,632

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

60,737

67,838

60,737

67,838

See Notes to Unaudited Condensed Consolidated Financial Statements

LESAKA TECHNOLOGIES, INC

Notes to the Unaudited Condensed Consolidated Financial Statements

for the three and six months ended December 31, 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

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

and six

months ended December 31, 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 and six

months

ended

December

31, 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

change

operating

process

with

its

supplier.

The

Company

understated

its

revenue

and

cost

goods

sold,

processing, servicing and support by $

29.4

million and $

37.4

million in its unaudited condensed consolidated statement of operations

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

The correction

of the misclassification

did not

impact the Company’s

basic and diluted

loss per share,

condensed consolidated

balance sheet as

of December 31,

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

and six months ended December 31, 2024.

The

tables

below

present

the

impact

the

restatement

the

Company’s

unaudited

condensed

consolidated

statement

operations for the three and six months ended December 31, 2024:

Three months ended December 31, 2024

As previously

reported

Restatement

adjustment

restated

(in thousands)

Revenue

146,818

29,398

176,216

Cost of goods sold, IT processing, servicing and support

101,298

29,398

130,696

Six months ended December 31, 2024

As previously

reported

Restatement

adjustment

restated

(in thousands)

Revenue

292,364

37,420

329,784

Cost of goods sold, IT processing, servicing and support

212,185

37,420

249,605

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

December

31,

2024,

and

its

audited

consolidated balance sheet as of June 30, 2024.

Basis of Presentation, Restatement of Financial Statement

and Summary of Significant Accounting Policies (continued)

Revision of Previously Issued Financial Statements (continued

The table

below presents

the impact

of the

revision of

the Company’s

financial statements

as of

December 31,

2024 and

June

30, 2024:

Consolidated balance sheet

As previously reported

Correction

Revised

(in thousands)

December 31, 2024

Current portion of long-term borrowings

68,300

11,453

79,753

Long-term borrowings

80,357

(11,453)

68,904

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.

“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 December 31, 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.

November

2024,

the

FASB

issued

guidance

regarding

Income

Statement—Reporting

Comprehensive

Income—Expense

Disaggregation

Disclosures

(Subtopic

220-40)

which

requires

disaggregated

disclosure

income

statement

expenses

for

public

business entities. The guidance does not change the expense captions an

entity presents on the face of the income statement; rather,

requires

disaggregation

certain

expense

captions

into

specified

categories

disclosures

within

the

footnotes

the

financial

statements. This guidance is effective for the

Company beginning July 1, 2027. Early

adoption is permitted. The Company is

currently

assessing the impact of this guidance on its financial statements and related disclosures.

Acquisitions

The Company did not make

any acquisition during the six

months ended December 31, 2023.

The cash paid, net of

cash received

related to the Company’s acquisitions during

the six months ended December 31, 2024, is summarized in the table below:

Total

Total cash paid

13,392

Less: cash acquired

9,435

Total cash paid, net

of cash received

3,957

Acquisitions

(continued)

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

independent

payments

and

commerce

enablement

platform

Southern

Africa,

and

acquisition

served

approximately

23,000

active

merchants

with

operations

across

South

Africa,

Namibia,

Botswana

and

Kenya.

For

than

two

decades,

Adumo

has

facilitated

physical

and

online

commerce

between

retail

merchants

and

end-consumers

offering

unique

combination

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.

At acquisition,

the Company’s

ecosystem served 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

Adumo

enhances

the

Company’s

strength

both

the

consumer

and

merchant

markets in which it operates.

The total purchase

consideration was ZAR

1.67

billion ($

96.2

million) and comprised

the issuance of 17,279,803

shares of the

Company’s

common stock

(“Consideration Shares”)

with a

value of

82.8

million (

17,279,803

multiplied by

4.79

per share)

and

cash of $

13.4

million. The purchase consideration was settled through

the combination of the 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

1, 2024, $1:

ZAR

exchange rate).

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 agreed to file a

resale registration statement with the United States

Securities and Exchange Commission (“SEC”)

covering the resale of the Consideration Shares by the Sellers. The resale registration statement

was declared effective by the SEC on

December 6, 2024.

Acquisitions (continued)

2025

Acquisitions (continued)

October 2024 acquisition of Adumo (continued)

The Company incurred transaction-related expenditures of $

1.7

million during the six months ended December 31,

2024, related

to the acquisition

of Adumo. The

Company’s accruals presented in Note

10 of as

December 31, 2024,

includes an accrual

of transaction

expenditures

0.6

million

and

the

Company

does

not

expect

incur

any

further

significant

transaction

costs over

the

remainder of the 2025 fiscal year.

November 2024 acquisition of Innervation Value

Added Services Namibia Pty Ltd (continued)

Effective

November

2024,

the

Company,

through

its

wholly

owned

subsidiary

Adumo

Technologies

Proprietary

Limited

(“Adumo AT”),

acquired the remaining

shares (representing

% of the issued and

outstanding shares) it did

not own in Innervation

Value

Added Services Namibia Pty Ltd

(“IVAS

Nam”) for $

0.4

million (ZAR

6.0

million, translated at November 1, 2024

exchange

rates). IVAS

Nam was accounted for using the equity method prior to the acquisition of a controlling interest in the company. Adumo

paid ZAR

2.0

million of the purchase price

prior the acquisition of Adumo

by the Company and the

balance of ZAR

4.0

million will

paid

two

equal

tranches,

one

March

2025

and

the

other

September

2025.

The

Company

did

not

incur

any

significant

transaction costs related to this acquisition.

The

preliminary

purchase

price

allocation

acquisitions

during

the

six

months

ended

December

31,

2024,

translated

the

foreign exchange rates applicable on the date of acquisition, in provided

is the table below:

Acquisitions during fiscal 2025 through December

31, 2024

Adumo

IVAS

Nam

Total

Cash and cash equivalents

9,219

216

9,435

Accounts receivable

6,800

630

7,430

Inventory

5,121

5,124

Property, plant and equipment

9,169

9,181

Operating lease right of use asset

1,024

Equity-accounted investment

477

Goodwill

72,299

432

72,731

Intangible assets

28,383

Deferred income taxes assets

1,060

1,115

Other long-term assets

2,809

Current portion of long-term borrowings

(1,178)

Accounts payable

(3,266)

(388)

(3,654)

Other payables

(28,045)

(226)

(28,271)

Operating lease liability - current

(1,019)

Income taxes payable

(150)

(42)

(192)

Deferred income taxes liabilities

(6,994)

Operating lease liability - long-term

(326)

Long-term borrowings

(7,308)

Other long-term liabilities

(141)

Settlement assets

8,610

Settlement liabilities

(8,530)

Fair value of assets and liabilities on acquisition

88,014

692

88,706

The

fair value

of the

non-controlling

interests

recorded

was $

7.6

million.

The fair

value

of the

non-controlling

interest was

determined as

the non-controlling

interests respective

portion of

the equity value

of the entity

acquired by

the Company,

and which

was adjusted for

% minority discount.

The allocation of the

purchase price is

preliminary and not

yet finalized. The preliminary

allocation of the purchase price

is based upon preliminary estimates which

used information that was available

to management at the

time

the

unaudited

condensed

consolidated

financial

statements

were

prepared

and

these estimates

and

assumptions

are subject

change within the measurement period,

up to one year

from the acquisition date. Accordingly, the allocation may

change. We continue

to refine certain inputs to the calculation of acquired intangible assets and the valuation

of the non-controlling interest.

Acquisitions (continued)

2025 Acquisitions (continued)

Intangible assets acquired

intangible assets were identified related

to the acquisition of IVAS

Nam. Summarized below is the

fair value of the Adumo

intangible assets acquired and the weighted-average amortization period:

Fair value as of

acquisition date

Weighted-average

amortization

period (in years)

Finite-lived intangible asset:

Acquired during the six months ended December 31, 2024:

Adumo – technology assets

13,949

Adumo – customer relationships

10,813

Adumo – brands

3,621

On acquisition, the

Company recognized a

deferred tax liability

of approximately $

7.7

million related to

the acquisition of

Adumo

intangible assets during the six months ended December 31, 2024.

Pro forma results related

to acquisitions

Pro forma results

of operations have

not been presented

for the acquisition

of IVAS

Nam because

the effect

of the IVAS

Nam

acquisition is not material to the Company. Since the closing of the IVAS

Nam acquisition, it has contributed revenue and net income

of $

0.9

million and $

0.2

million, respectively, for the

six months ended December 31, 2024.

The results

of Adumo’s

operations are

reflected in

the Company’s

financial

statements from

October 1,

following

unaudited pro

forma revenue

and net

income information

has been prepared

as if the

acquisition of

Adumo had

occurred on

July 1,

2023 using the applicable average foreign exchange rates for the periods presented:

Three months

ended

December 31,

2023

(As restated)

(A)

Six months ended

December 31,

2024

2023

Revenue

159,397

335,146

307,897

Net loss

(3,040)

(35,024)

(15,088)

(A) Revenue during the three and

six months ended December 31, 2024

has been restated to correct the misstatements

of $

29.4

million and $

37.4

million, respectively,

discussed in Note 1.

The unaudited pro forma financial

information presented above includes the

business combination accounting and

other effects

from the

acquisition including

(1) amortization

expense related

to acquired

intangibles and

the related

deferred tax;

(2) the

loss of

interest income,

net of

taxation, as

a result

of funding

a portion

of the

purchase price

in cash;

and (3)

an adjustment

to exclude

all

applicable transaction-related costs recognized in

the Company’s consolidated statement of

operations for six months

ended December

31, 2024, and

include the applicable transaction

-related costs for the

year ended June 30,

The unaudited pro

forma net income

presented above does not include any cost savings or other synergies

that may result from the acquisition.

The unaudited pro forma

information as presented above

is for information purposes

only and is not indicative

of the results of

operations that would have been achieved if the acquisition had occurred on

these dates.

Since the closing

of the acquisition,

Adumo has contributed

revenue of $

17.0

million and net

income attributable to

the Company,

including intangible assets amortization related to assets acquired, net of deferred

taxes, of $

0.45

million.

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 December 31, 2024, and June 30, 2024, are presented in

the table below:

December 31,

June 30,

2024

Accounts receivable, trade, net

21,407

13,262

Accounts receivable, trade, gross

23,258

14,503

Allowance for doubtful accounts receivable, end of period

1,851

1,241

Beginning of period

1,241

509

Reversed to statement of operations

(200)

(511)

Charged to statement of operations

1,385

1,305

Utilized

(493)

(67)

Foreign currency adjustment

(82)

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

net of

allowance: December 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

24,796

23,405

Total accounts receivable,

net and other receivables

46,203

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 December 31,

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 December 31, 2024, and June 30, 2024, is presented in

the table below:

December 31,

June 30,

2024

Microlending finance loans receivable, net

35,196

28,184

Microlending finance loans receivable, gross

37,642

30,131

Allowance for doubtful finance loans receivable, end of period

2,446

1,947

Beginning of period

1,947

1,432

Reversed to statement of operations

(162)

(210)

Charged to statement of operations

1,927

2,454

Utilized

(1,166)

(1,795)

Foreign currency adjustment

(100)

Merchant finance loans receivable, net

14,333

15,874

Merchant finance loans receivable, gross

17,375

18,571

Allowance for doubtful finance loans receivable, end of period

3,042

2,697

Beginning of period

2,697

2,150

Reversed to statement of operations

(23)

(359)

Charged to statement of operations

1,093

2,479

Utilized

(607)

(1,672)

Foreign currency adjustment

(118)

Total finance

loans receivable, net

49,529

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 $

13.6

million as of December 31, 2024 have been pledged as

security for the Company’s

revolving credit facility (refer to Note 9).

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

nine 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 5 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 December 31,

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 December

31,

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 5 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 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

each

June

30,

2024

and

December

31,

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

have

ceased)

the

book

represents

approximately

% and

%, respectively,

of the

outstanding

lending book

as of

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 December 31, 2024.

Inventory

The Company’s inventory

comprised the following categories as of December 31, 2024, and June 30, 2024:

December 31,

June 30,

2024

Raw materials

2,333

2,791

Work-in-progress

145

Finished goods

24,868

15,364

27,346

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

first two

months of the

six months

ended December

31, 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

manages

primarily

through

regular

financing

activities.

Interest

rates

South

Africa

remained

unchanged

for

the

majority

calendar 2024 however the South African Reserve Bank announced a 25-basis point reduction in the South African repurchase rate in

each of

September 2024

and November

2024, with

further reductions

expected in

the short-term.

Therefore, ignoring

the impact

changes

the

margin

its

borrowings

(refer

Note

and

value

borrowings

outstanding,

the

Company

expects

its

cost

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

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.

Fair value of financial instruments (continued)

Financial instruments (continued)

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.

Asset measured at fair value using significant observable inputs – investment in MobiKwik

The Company’s

owns

6,215,620

equity shares of

One MobiKwik Systems Limited

(“MobiKwik”). MobiKwik

listed on the

National Stock Exchange of India (“NSE”) on December 18, 2024. Up until its listing MobiKwik did not have a readily determinable

fair value and the

Company elected to measure

its investment in MobiKwik

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

(“cost plus

or minus changes

in observable prices equity

securities”). From the date

of MobiKwik’s

listing, the Company has

used MobiKwik’s

closing price reported

on the NSE

on the last

trading day related

to last day

of the Company’s

reporting period to

determine the fair

value of the equity securities

owned by the Company.

The Company has determined

a fair value per MobiKwik

share of $

6.85

(INR

586.15

per share at the USD: INR exchange rates applicable as of December 31, 2024).

Refer to Note 6 for additional information.

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 December 31, 2024 and June 30, 2024, respectively,

and valued Cell C at $

0.0

(zero) and $

0.0

(zero) as

of December 31, 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 of

%. The Company utilized the latest business plan provided by

Cell C management for the

period ending December 31, 2027, for

the December 31, 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 December 31, 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 - December 31, 2024:

(1)

ZAR

7.4

billion ($

0.4

billion), no lease liabilities included

Net adjusted external debt - June 30, 2024:

(2)

ZAR

7.9

billion ($

0.4

billion), no lease liabilities included

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

December 31, 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

December 31,

2024, all

amounts

translated at exchange rates applicable as of December 31, 2024:

Sensitivity for fair value of Cell C investment

1.0% increase

1.0% decrease

WACC

rate

426

EBITDA margin

1,059

The aggregate

fair value

of the

MobiKwik and

Cell C’s

shares as

of December

31, 2024,

represented

6.6

% of

the Company’s

total assets,

including

these shares

The Company

expects that

there will

be short-term

equity price

volatility with

respect to

these

shares, and with respect to Cell C specifically,

particularly given that Cell C remains in a turnaround process.

Fair value of financial instruments

The following table

presents the

Company’s assets measured at

fair value on

a recurring

basis as

of December 31,

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

Investment in MobiKwik

42,566

Related to insurance

business:

Cash, cash equivalents and

restricted cash (included

in other long-term assets)

217

Fixed maturity

investments (included in

cash and cash equivalents)

4,532

Total assets at fair value

47,315

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 six months ended December 31, 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 six months ended December 31, 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 six months ended December 31, 2024:

Carrying value

Assets

Balance as of June 30, 2024

Foreign currency adjustment

(1)

Balance as of December 31, 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.

Fair value of financial instruments

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 six months ended December 31, 2023:

Carrying value

Assets

Balance as of June 30, 2023

Foreign currency adjustment

(1)

Balance as of December 31, 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 December 31,

2024, and June 30, 2024, was as

follows:

December 31,

June 30,

2024

Sandulela Technology

(Pty) Ltd ("Sandulela")

49.0

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

50.0

Sale and impairment of Finbond shares during

the three and six months ended December 31, 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 ($

3.5

million), or

ZAR

0.2911

per share. The transaction was subject to certain conditions, including regulatory and shareholder approvals, which were

finalized in

December 2023.

The cash

proceeds received

of ZAR

64.2

million ($

3.5

million) were

used to

repay capitalized

interest

under the Company’s borrowing

facilities.

As noted

above, the

Company

entered into

an agreement

to exit

its position

in Finbond

and

the Company

considered this

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 in 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.

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

Equity-accounted investments (continued)

Sale and impairment of Finbond shares during

the three and six months ended December 31, 2023

(continued)

The Company sold

7,379,656

shares in Finbond for

cash during the three

and six months ended

December 31, 2023, respectively.

The

Company

did

record

gain

loss

the

disposal

because

the

sale

proceeds

were

equivalent

the

net

carrying

value,

including accumulated reserves,

of the investment

in Finbond as of

the disposal date. The

following table presents

the calculation of

the disposal of Finbond shares during the three and six months ended December

31, 2023:

2023

Loss on disposal of Finbond shares:

Consideration received in cash

3,508

Less: carrying value of Finbond shares sold

(2,112)

Less: release of foreign currency translation reserve from

accumulated other comprehensive loss

(1,543)

Add: release of stock-based compensation charge related

equity-accounted investment

147

Loss on sale of Finbond shares

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 December 31, 2024 (refer to Note 3)).

Summarized below is the

movement in equity-accounted investments and

loans provided to equity-accounted

investments during

the six months ended December 31, 2024:

Total

(1)

Investment in equity

Balance as of June 30, 2024

206

Comprehensive income:

Other comprehensive income

Equity accounted (loss) earnings

Share of net (loss) earnings

Impairment

Dividends received

(65)

Equity-accounted investment acquired in business combination (Note

477

Disposal of equity accounted investment (Note 2)

(507)

Foreign currency adjustment

(2)

(7)

Balance as of December 31, 2024

181

(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 December

31, 2024, and June 30, 2024:

December 31,

June 30,

2024

Total equity investments

42,566

76,297

Investment in

% of Cell C (June 30, 2024:

%) at fair value (Note 5)

Investment in

% of MobiKwik (June 30, 2024:

(1)

42,566

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 8)

217

216

Reinsurance assets under insurance contracts (Note 8)

1,692

1,469

Other long-term assets

1,607

Total other long-term

assets

46,082

77,982

(1) The

Company determined

that MobiKwik

(up until

December 2024)

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.

Refer to Note 5 for additional information regarding

the determination of the fair value of Company’s

investment in MobiKwik

December

31,

2024.

The

Company

used

this

valuation

the

basis

for

its

adjustment

decrease

the

carrying

value

its

investment in MobiKwik by $

33.7

million from $

76.3

million to $

42.6

million as of December 31, 2024. The change in the fair value

of MobiKwik for the three and

six months ended December 31, 2024,

of $

33.7

million, is included in the

caption “Change in fair value

of equity securities” in the consolidated statement of operations for

the three and six months ended December 31, 2024.

Summarized below

are the components

of the Company’s

equity securities without

readily determinable

fair value and

held to

maturity investments as of December 31, 2024:

Cost basis

Unrealized

holding

Unrealized

holding

Carrying

gains

losses

value

Equity securities:

Investment in CPS

Held to maturity:

Investment in Cedar Cellular notes (Note 3)

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 December 31, 2024:

Gross value

Accumulated

impairment

Carrying

value

Balance as of June 30, 2024

157,899

(19,348)

138,551

Acquisitions (Note 2)

(1)

72,731

Foreign currency adjustment

(2)

(10,989)

467

(10,522)

Balance as of December 31, 2024

219,641

(18,881)

200,760

(1) – Represents goodwill arising from the acquisition of Adumo

and IVAS Namibia and translated at the foreign exchange rates

applicable on the date

the transactions became

effective. This goodwill

has been allocated to

the Merchant and

Consumer reportable

operating segments.

(2) – 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 associated with the acquisitions

represents the excess of cost over the fair value of acquired net assets. Goodwill

arising from these acquisitions is not deductible for tax purposes. See Note 2 for

the allocation of the purchase price to the fair value

of acquired net assets.

Refer to Note 7 for additional information regarding changes

to the Company’s reportable segments during the six months ended

December 31, 2024. Goodwill has been allocated to the Company’s

reportable segments as follows:

Merchant

Consumer

Enterprise

Carrying

value

Balance as of June 30, 2024

123,396

15,155

138,551

Acquisitions (Note 2)

64,241

8,490

72,731

Foreign currency adjustment

(1)

(9,327)

(674)

(521)

(10,522)

Balance as of December 31, 2024

178,310

7,816

14,634

200,760

(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 December 31,

2024, and June

30, 2024:

As of December 31, 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

(1)

34,945

(14,941)

20,004

25,880

(14,030)

11,850

Software, integrated

platform and unpatented

technology

(1)

124,690

(31,056)

93,634

115,213

(25,763)

89,450

FTS patent

2,035

(2,035)

2,107

(2,107)

Brands and trademarks

(1)

17,191

(4,865)

12,326

14,353

(4,300)

10,053

Total finite-lived

intangible

assets

178,861

(52,897)

125,964

157,553

(46,200)

111,353

(1) December 31, 2024 balances include the intangible assets acquired as part of

the Adumo acquisition in October 2024.

Goodwill and intangible assets, net (continued)

Intangible assets, net (continued)

Aggregate amortization

expense on the

finite-lived intangible

assets for the

three months

ended December

31, 2024 and

2023,

was $

4.9

million and $

3.6

million, respectively. Aggregate amortization expense on the

finite-lived intangible assets for

the six months

ended December

31, 2024 and

2023, was $

8.8

million and $

7.2

million, respectively.

Future estimated

annual amortization

expense

for the next

five fiscal years

and thereafter,

assuming exchange

rates that prevailed

on December

31, 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 six months ended December 31, 2024)

9,291

Fiscal 2026

18,581

Fiscal 2027

18,286

Fiscal 2028

18,061

Fiscal 2029

17,699

Thereafter

44,046

Total future

estimated annual amortization expense

125,964

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

six

months ended December 31, 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

550

(5,028)

Claims and decrease in policyholders’ benefits under insurance contracts

(260)

4,582

Foreign currency adjustment

(3)

(67)

102

Balance as of December 31, 2024

1,692

(2,585)

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

(2) Included in other long-term liabilities;

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

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 six months ended

December 31, 2024:

Assets

(1)

Investment

contracts

(2)

Balance as of June 30, 2024

216

(216)

Increase in policy holder benefits under investment contracts

(8)

Foreign currency adjustment

(3)

(7)

Balance as of December 31, 2024

217

(217)

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

(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.

Reference rate reform

After the

transition

away from

certain

interbank

offered

rates in

foreign

jurisdictions

(“IBOR reform

”), the

reforms to

South

Africa’s

reference interest

rate are now

accelerating rapidly.

The Johannesburg

Interbank Average

Rate (“JIBAR”)

will be replaced

by the new South African Overnight Index Average (“ZARONIA”). Certain of the Company’s

borrowings reference JIBAR as a base

interest rate. ZARONIA

reflects the

interest rate at

which rand-denominated

overnight wholesale

funds are

obtained by commercial

banks. There

is uncertainty

surrounding the

timing and

manner in

which the

transition would

occur and

how this

would affect

our

borrowings. The

Company is engag

ing with its

borrowers to

negotiate changes

to its existing

borrowing agreements

or to introduce

language to cater for the transition to ZARONIA in its future borrowing agreements.

South Africa

The Company is currently renegotiating its borrowing facilities and expects the process to be concluded before

March 31, 2025.

The amounts

below have

been translated

at exchange

rates applicable

as of

the dates

specified. The

JIBAR, an

average of

3 month

negotiable

certificates of

deposit (“NCD”)

rates, on

December 31,

2024, was

7.75

%. The

prime rate,

the benchmark

rate at

which

private sector

banks lend to

the public in

South Africa, on

December 31,

2024, was

11.25

%, and reduced

11.00

% on January

31,

2025, following a 0.25% reduction in the South African repo rate, the rate at which private sector banks borrow funds from

the South

African Reserve Bank.

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 December 31, 2024, Lesaka SA’s

facilities included (i) Facility G of ZAR

627.0

million ($

33.3

million); (ii) Facility H of

ZAR

390.1

million ($

20.8

million) (both

fully utilized);

and (iii)

the Facility

G revolver

of ZAR

200.0

million ($

10.6

million) (of

which ZAR

199

million ($

10.6

million) has been

utilized). The interest rate

on these facilities as

of December 31,

2024, was JIBAR

plus

4.75

Available short-term facility -

Facility E

The Company

cancelled its

Facility E

facility agreement

in November

overdraft facility

could only

be used

to fund

ATMs

and therefore

the overdraft utilized

and converted

to cash to

fund the Company’s

ATMs

was considered

restricted cash.

The

interest rate on this facility was equal to the prime rate.

RMB Bridge Facilities, comprising a short-term facility obtained

in October 2024 and amended in December 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”). As

of December

31, 2024,

the Company

had utilized

all of

the ZAR

665

million bridge 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

2); (ii) pay

Crossfin Holdings (RF)

Proprietary Limited (“Crossfin Holdings”)

ZAR

207.2

million under a

share purchase

agreement concluded between Lesaka SA and Crossfin Holdings (refer

to Note 11); (iii) pay an amount of ZAR

147.5

million, which

includes interest, notified

by Investec Bank Limited

to Adumo and Lesaka

SA as a result

of the transaction

described in Note 2,

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.

December

10,

2024,

Lesaka

and

RMB

entered

into

First

Addendum

the

Facility

Letter

(the

“F2024

Addendum

Letter”).

The F2024

Addendum

Letter provides

Lesaka

SA with

an additional

ZAR

250.0

million

general

banking

facility (“GBF

Facility”) which may be used for general corporate

purposes. As of December 31, 2024, the Company

had utilized ZAR

98.2

million

of the bridge facility.

Interest on

the Facility

and the

GBF Facility

is calculated

at the

prime rate

plus

1.80

%. The

Facility and

the GBF

Facility are

unsecured and are required to be repaid in full on or before February

28, 2025.

Borrowings (borrowings) (continued)

South Africa (continued)

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

As of December 31, 2024, the Connect Facilities include (i) an overdraft facility (general banking facility) of

ZAR

170.0

million

(of which ZAR

170.0

million ($

9.0

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

700.0

million ($

37.2

million); (iii) Facility B of

ZAR

550.0

million ($

29.2

million) (both

fully utilized);

and (iv)

an asset-backed

facility of

ZAR

200.0

million ($

10.6

million) (of

which ZAR

151.6

million ($

8.1

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 with the final repayment due on February 15, 2025.

CCC Revolving Credit Facility, comprising

long-term borrowings

As of

December

31,

2024,

the amount

the

CCC Revolving

Credit

Facility

was ZAR

300.0

million

(of

which

ZAR

215.7

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

0.9

0% per annum.

RMB facility, comprising indirect facilities

As of December

31, 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

December 31, 2024

and June

30, 2024, the

Company had utilized

ZAR

33.1

million ($

1.8

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

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

to Note 20).

Nedbank facility, comprising short-term facilities

As of December

31, 2024, the

aggregate amount of the

Company’s short-term South African credit

facility with Nedbank

Limited

was ZAR

156.6

million ($

8.3

million). The credit facility represents indirect and derivative facilities

of up to ZAR

156.6

million ($

8.3

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

contracts.

As of

December 31,

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 20).

Borrowings (borrowings) (continued)

South Africa (continued)

Movement in short-term credit facilities (continued)

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

of December 31, 2024, and

the movement in the Company’s short-

term facilities from as of June 30, 2024 to as of December 31, 2024:

RMB

Nedbank

Facility E

Bridge

Indirect

Connect

Facilities

Total

Short-term facilities available as of

December 31, 2024

48,594

7,170

14,339

8,314

78,417

Overdraft

48,594

14,339

62,933

Indirect and derivative facilities

7,170

8,314

15,484

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

43,200

5,655

72,748

Repaid

(31,028)

(3,374)

(34,402)

Guarantee fee paid

(431)

Foreign currency

adjustment

(1)

398

(2,683)

(566)

(2,851)

Balance as of December 31, 2024

40,086

11,066

51,152

No restrictions as to use

40,086

11,066

51,152

Interest rate as of December 31,

2024 (%)

(2)

N/A

13.05

N/A

11.15

N/A

Movement in utilized indirect and

derivative facilities:

Balance as of June 30, 2024

1,821

116

1,937

Foreign currency adjustment

(1)

(63)

(4)

(67)

Balance as of December 31, 2024

1,758

112

1,870

(1) Represents the effects of the fluctuations between the

ZAR and the U.S. dollar.

(2) Facility E interest was set at prime, RMB Bridge at prime plus

1.8

% and the Connect facility at prime less

0.10

Interest expense incurred under

the Company’s South African short-term borrowings

and included in

the caption interest

expense

on the condensed consolidated statement of operations during the three months ended December 31, 2024 and 2023, was $

1.8

million

and $

0.6

million, respectively.

Interest expense

incurred under

the Company’s

South African long-term

borrowings and included

the caption interest

expense on the condensed

consolidated statement of

operations during the

six months ended

December 31, 2024

and 2023, was $

2.4

million and $

1.3

million, respectively.

The

Company

cancelled

Adumo’s

overdraft

arrangements

October

2024,

and

settled

Adumo’s

outstanding

overdraft

balance of ZAR

20.0

million ($

1.1

million) on the

same day.

The repayment is

included in the

caption repayment

of bank overdraft

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

31, 2024.

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 December

31, 2024:

Facilities

Lesaka

RMB

G & H

Connect

RMB

A&B

CCC

RMB

(6)

Connect

Wesbank

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

11,022

559

2,096

13,677

Facilities repaid

(3,911)

(554)

(2,117)

(6,582)

Non-refundable fees amortized

133

Capitalized interest

3,735

Capitalized interest repaid

(95)

Foreign currency adjustment

(1)

(2,374)

(2,302)

(414)

(307)

(5,397)

Closing balance as of December 31, 2024

64,616

64,537

11,453

8,051

148,657

Included in current

64,616

11,453

3,684

79,753

Included in long-term

64,537

4,367

68,904

Unamortized fees

(149)

Due within 2 years

4,978

2,873

7,851

Due within 3 years

7,634

1,119

8,753

Due within 4 years

52,074

333

52,407

Due within 5 years

Interest rates as of December 31, 2024 (%):

12.50

11.50

12.15

12.00

Base rate (%)

7.75

11.25

Margin (%)

4.75

3.75

0.90

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, which

margin is calculated

as (i)

4.00

% if

the Leverage Ratio (“LR”) is

greater than 3.50x; (ii)

3.75

% if the LR is less than

3.50x but greater than 2.50x;

(iii)

3.40

% if the LTL

ratio is less than 2.50x.

(4) Interest is charged at prime plus

0.90

% 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

December

31,

2024,

have

been

revised,

refer

to Note

1 for

additional

information.

The amounts

as of

June 30,

2024, and

as of

December 31,

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 December 31, 2024 and 2023, was $

4.3

million

and $

4.1

million, respectively.

Prepaid facility fees

amortized included

in interest expense

during the three

months ended December

31, 2024

and 2023,

respectively,

were $

0.1

million and

0.1

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 December 31, 2024 and

2023.

Borrowings (continued)

Movement in long-term borrowings (continued)

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

caption interest expense

on the condensed

consolidated statement of

operations during the

six months ended

December 31, 2024

and 2023, was

8.5

million

and $

8.1

million, respectively. Prepaid facility fees amortized included in interest expense during the six months ended December

31,

2024 and 2023,

respectively,

were $

0.1

million and $

0.3

million, respectively.

Interest expense incurred

under the Company’s

CCC

facilities relates to borrowings utilized to fund a portion of

the Company’s merchant finance loans receivable and this interest expense

of $

0.8

million and $

0.7

million, respectively,

is included

in the caption

cost of goods

sold, IT processing,

servicing and support

the condensed consolidated statement of operations for the six months

ended December 31, 2024 and 2023.

The Company

cancelled Adumo’s

long-term borrowings

arrangements on

October 1,

2024, and

settled Adumo’s

outstanding

balances

of ZAR

126.7

million

7.2

million) on

the same

day.

The repayment

is included

in the

caption

repayment of

long-term

borrowings included on the Company’s unaudited condensed consolidated

statements of cash flows

for the three and

six months ended

December 31, 2024.

10.

Other payables

Summarized below is the breakdown of other payables as of December

31, 2024, and June 30, 2024:

December 31,

June 30,

2024

Clearing accounts

8,093

17,124

Vendor

wallet balances

18,657

14,635

Accruals

12,522

7,173

Provisions

5,873

7,442

Value

-added tax payable

2,088

1,191

Payroll-related payables

1,942

922

Participating merchants' settlement obligation

Other

10,239

7,563

59,416

56,051

Other includes deferred income, client deposits and other payables.

11.

Capital structure

October 2024 repurchase of common stock

On October

1, 2024,

the Company,

through Lesaka

SA, and

Crossfin Holdings

entered into

a share

purchase agreement

under

which Lesaka SA 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 have

been included

in the

Company’s

treasury shares

included in

its unaudited

condensed consolidated

statement of

changes in

equity for

the three

and six months

ended

December 31, 2024. The repurchase was made outside of the Company’s

100

million share repurchase authorization.

Redeemable common stock issued pursuant to transaction with the IFC Investors

Put Option

Refer to

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, for

additional information regarding

its redeemable common

stock issued pursuant to

transaction with

the IFC Investors.

Certain IFC Investors were

investors in Adumo

and the Company

issued an aggregate

1,989,162

additional shares

of its common

stock at a

price of

4.79

to these

IFC Investors pursuant

to the

Purchase Agreement. The

Company and the

IFC Investors

amended and restated the Policy Agreement (“Amended and Restated Policy Agreement”) to include these additional shares issued to

the IFC

Investors to also

be covered by

the put

right included

in the

Amended and Restated

Policy Agreement. The

Company accounted

for these

1,989,162

shares as redeemable

common stock as

a result of

the put option.

The Company believes

that the put

option has

no value and, accordingly,

has not recognized the put option in its consolidated financial statements.

11.

Capital structure (continued)

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

net of treasury

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 during the six months ended

December 31, 2024 and 2023, respectively,

and the number

of shares, net of treasury,

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

31, 2024 and 2023, respectively:

December 31,

2024

2023

Number of shares, net of treasury:

Statement of changes in equity

80,203,148

64,443,523

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

2,902,303

3,205,580

Number of shares, net of treasury,

excluding non-vested equity shares that have not

vested

77,300,845

61,237,943

12.

Accumulated other comprehensive loss

The table

below presents

the change

in accumulated

other comprehensive

loss per

component

during the

three months

ended

December 31, 2024:

Three months ended

December 31, 2024

Accumulated

foreign

currency

translation

reserve

Total

Balance as of October 1, 2024

(177,830)

Release of foreign currency translation reserve related to liquidation of subsidiaries

Movement in foreign currency translation reserve

(22,145)

Balance as of December 31, 2024

(199,969)

The table

below presents

the change

in accumulated

other comprehensive

loss per

component during

the three

months ended

December 31, 2023:

Three months ended

December 31, 2023

Accumulated

foreign

currency

translation

reserve

Total

Balance as of October 1, 2023

(196,081)

Release of foreign currency translation reserve related to disposal of Finbond

equity securities

1,543

Movement in foreign currency translation reserve related to liquidation

of subsidiaries

(952)

Movement in foreign currency translation reserve

6,112

Balance as of December 31, 2023

(189,378)

12.

Accumulated other comprehensive loss (continued)

The

table

below

presents

the

change

accumulated

other

comprehensive

loss

per

component

during

the

six

months

ended

December 31, 2024:

Six months ended

December 31, 2024

Accumulated

foreign

currency

translation

reserve

Total

Balance as of July 1, 2024

(188,355)

Release of foreign currency translation reserve related to liquidation of subsidiaries

Movement in foreign currency translation reserve

(11,620)

Balance as of December 31, 2024

(199,969)

The

table

below

presents

the

change

accumulated

other

comprehensive

loss

per

component

during

the

six

months

ended

December 31, 2023:

Six months ended

December 31, 2023

Accumulated

foreign

currency

translation

reserve

Total

Balance as of July 1, 2023

(195,726)

Release of foreign currency translation reserve related to disposal of Finbond

equity securities

1,543

Movement in foreign currency translation reserve related to equity-accounted

investment

489

Movement in foreign currency translation reserve related to liquidation

of subsidiaries

(952)

Movement in foreign currency translation reserve

5,268

Balance as of December 31, 2023

(189,378)

The movement in the

foreign currency translation reserve represents

the impact of translation of

consolidated entities which have

a functional currency (which is primarily ZAR) to the Company’s

reporting currency, which is USD.

During

each

the

three

and

six

months

ended

December

31,

2024,

the

Company

reclassified

loss

0.006

million,

respectively, from

accumulated other comprehensive loss (accumulated foreign currency

translation reserve) to net loss related to the

liquidation of subsidiaries During each of the three and

six months ended December 31, 2023, the

Company reclassified losses of $

1.5

million, respectively, from accumulated other

comprehensive loss

(accumulated foreign currency translation

reserve) to net

loss related

to the disposal

of shares in

Finbond (refer

to Note 6).

The Company also

reclassified a gain

of $

1.0

million from accumulated

other

comprehensive loss (accumulated foreign currency translation reserve)

to net loss related to the liquidation of subsidiaries.

13.

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 six months

ended December 31, 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

Granted - December 2024

350,000

6.00

433

1.24

Granted - December 2024

250,000

8.00

177

0.71

Exercised

(17,014)

3.02

Forfeited

(13,333)

11.23

8.83

Outstanding - December 31, 2024

5,487,901

8.48

4.04

1,418

1.76

Outstanding - June 30, 2023

673,274

4.37

5.14

239

1.67

Granted – December 2023

500,000

3.50

5.17

880

1.76

Exercised

(7,385)

3.07

Forfeited

(186,846)

3.71

1.28

Outstanding - December 31, 2023

979,043

4.07

5.50

1.80

The Company awarded

600,000

stock options to an executive officer during the three and six months ended December 31,

2024.

The Company awarded a further

400,000

to the same executive officer in January 2025 with strike prices ranging from $

to $

. The

1,000,000

stock options will vest on

December 31, 2026, and

vesting is subject to the

executive officers continued

employment with

the Company

through to the

vesting date. The

1,000,000

stock options expire

on January 31,

The Company

awarded

500,000

stock options

to Ali

Mazanderani, the

Company’s

Executive Chairman,

during the

three and

six months

ended December

31, 2023.

These options

vested in December

2024, but may

only be exercised

during a period

commencing from

January 31,

2028 to January

31, 2029.

During each

of the

three and

six months

ended December

31, 2024,

the Company

received $

0.05

million from

the exercise of

17,014

stock options, respectively. During the three and six months ended December

31, 2023, the Company received $

0.002

million

and $

0.02

million from

the exercise of

592

and

7,385

stock options, respectively.

Employees forfeited

an aggregate of

13,333

stock

options

during

each

the

three

and

six

months

ended

December

31,

2024.

Employees

and

non-employee

director

forfeited

aggregate of

11,070

and

186,846

stock options during the three and six months ended December 31, 2023.

The

fair

value

each

option

estimated

the

date

grant

using the

Cox

Ross

Rubinstein

binomial

model

that

uses the

assumptions noted in the following table. The estimated expected

volatility is calculated based on the Company’s

730

day volatility.

The estimated

expected life

of the

option was

determined based

on the

historical behavior

of employees

who were

granted options

with similar terms.

The table below

presents the range

of assumptions used

to value stock

options granted during

the six months

ended December

31, 2024 and 2023:

Six months ended

December 31,

2024

2023

Expected volatility

Expected dividends

Expected life (in years)

Risk-free rate

4.3

2.1

13.

Stock-based compensation (continued)

The Company’s

Amended and

Restated 2022

Stock Incentive

Plan (“2022

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

(continued)

Options (continued)

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

December 31, 2024:

Number of

Weighted

average

exercise

price

($)

Weighted

average

remaining

contractual

term

(in years)

Aggregate

intrinsic

value

($’000)

Vested

and expecting to vest - December 31, 2024

5,487,901

8.48

4.04

1,418

These options have an exercise price range of $

3.01

to $

14.00

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

31, 2024:

Number of

Weighted

average

exercise

price

($)

Weighted

average

remaining

contractual

term

(in years)

Aggregate

intrinsic

value

($’000)

Exercisable - December 31, 2024

360,995

4.56

5.03

428

stock options became exercisable during each

of the three and six

months ended December 31, 2024 and

The Company

issues new shares to satisfy stock option exercises.

13.

Stock-based compensation (continued)

Stock option and restricted stock activity (continued)

Restricted stock

The following table summarizes restricted stock activity for the six

months ended December 31, 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

1,331,110

4,850

Granted – August 2024

32,800

154

Granted – October 2024

100,000

490

Granted – November 2024, with performance conditions

1,198,310

4,206

Total vested

(473,432)

2,469

Vested

– July 2024

(78,801)

394

Vested

– November 2024

(213,687)

1,134

Vested

– November 2024, with performance conditions

(103,638)

524

Vested

– December 2024

(77,306)

417

Forfeitures

(40,321)

216

Non-vested – December 31, 2024

2,902,303

11,348

Non-vested – June 30, 2023

2,614,419

11,869

Total Granted

868,996

3,394

Granted – October 2023

333,080

1,456

Granted – October 2023, with performance awards

310,916

955

Granted – October 2023

225,000

983

Total vested

(255,706)

965

Vested

– July 2023

(78,800)

302

Vested

– November 2023

(109,833)

429

Vested

– December 2023

(67,073)

234

Forfeitures

(22,129)

Non-vested – December 31, 2023

3,205,580

13,880

Grants

In August 2024 and

October 2024, respectively, the Company granted

32,800

and

100,000

shares of restricted

stock to employees

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

the applicable vesting dates.

November

2024,

the

Company

awarded

1,198,310

restricted

stock

group

comprising

employees

and

three

executive officers and which

are subject to a time-based

vesting condition and a market

condition and vest in full only

on the date, if

any,

that the following

conditions are

satisfied: (1) a

compounded annual

% appreciation in

the Company’s

stock price off

a base

price of $

5.00

over the measurement period commencing on September 30, 2024 through September 30, 2027, and (2) the recipient is

employed by the Company on a full-time basis through to September 30, 2027. If either of these conditions is not satisfied,

then none

of the shares of restricted stock will vest and they will be forfeited. The Company’s

closing price on September 30, 2024, was $

5.00

The appreciation levels (times and price) and

annual target percentages to earn the

awards as of each period

ended are as follows:

●

Prior to the first anniversary of the grant date:

●

Fiscal

2026,

the

Company’s

30-day

volume

weighted-average

stock

price

(“VWAP”)

before

September

30,

2025

approximately

1.15

times higher (i.e. $

5.75

or higher) than $

5.00

●

Fiscal 2027, the Company’s

VWAP before

September 30, 2026 is

1.32

times higher (i.e. $

6.61

or higher) than $

5.00

●

Fiscal 2028, the Company’s

VWAP before

November 1, 2027 is

1.52

times higher (i.e. $

7.60

) than $

5.00

100

The fair value

of these shares

of restricted

stock was calculated

using a Monte

Carlo simulation. In

scenarios where

the shares

do not vest, the final vested value at maturity is zero. In scenarios where vesting occurs, the final vested value on maturity is the share

price on

vesting date.

In its calculation

of the

fair value

of the

restricted stock,

the Company

used an

equally weighted

volatility of

47.7

% for

the closing

price (of

5.50

), a

discounting based

on U.S.

dollar overnight

indexed swap

rates for

the grant

date, and

future dividends. The equally weighted volatility was extracted from the time series for closing prices as the standard deviation of log

prices for the three years preceding the grant date.

13.

Stock-based compensation (continued)

Stock option and restricted stock activity (continued)

Restricted stock (continued)

Grants (continued)

In October 2023, the Company

awarded

333,080

shares of restricted stock with time-based

vesting conditions to approximately

150

employees, which

are subject to

the employees

continued employment

with the

Company through

the applicable

vesting dates.

The Company also awarded

225,000

shares of restricted stock

to an executive officer

in October 2023, which

vest on June 30, 2025,

except if the executive officer is terminated for cause, in

which case the award will be forfeited.

In October 2023, the Company

awarded

310,916

shares of restricted stock to three

of its executive officers

which are subject to

time-based

vesting

condition

and

market

condition

and

vest

full

only

the

date,

any,

that

the

following

conditions

are

satisfied: (1)

a compounded

annual

% appreciation

in the

Company’s

stock price

off a

base price

of $

4.00

over the

measurement

period commencing on September 30, 2023 through November 17, 2026, and (2) the recipient is employed by the Company on a full-

time basis when the condition in (1) is met. If either of these conditions is not satisfied, then none of the shares of restricted stock will

vest and they will be forfeited. The Company’s

closing price on September 30, 2023, was $

3.90

The appreciation levels (times and price) and vesting percentages as of each

period ended are as follows:

●

Prior to the first anniversary of the grant date:

●

Fiscal

2025,

the

Company’s

30-day

volume

weighted-average

stock

price

(“VWAP”)

before

November

17,

2024

approximately

1.10

times higher (i.e. $

4.40

or higher) than $

4.00

●

Fiscal 2026, the Company’s

VWAP before

November 17, 2025 is

1.21

times higher (i.e. $

4.84

or higher) than $

4.00

●

Fiscal 2027, the Company’s

VWAP before

November 1, 2026 is

1.33

times higher (i.e. $

5.32

) than $

4.00

100

The fair value

of these shares

of restricted

stock was calculated

using a Monte

Carlo simulation. In

scenarios where

the shares

do not vest, the final vested value at maturity is zero. In scenarios where vesting occurs, the final vested value on maturity is the share

price on

vesting date.

In its calculation

of the

fair value

of the

restricted stock,

the Company

used an

equally weighted

volatility of

48.3

% for

the closing

price (of

4.37

), a

discounting based

on U.S.

dollar overnight

indexed swap

rates for

the grant

date, and

future dividends. The equally weighted volatility was extracted from the time series for closing prices as the standard deviation of log

prices for the three years preceding the grant date.

The Company has agreed

to grant an advisor

5,500

shares per month in

lieu of cash for services

provided to the Company.

The

Company and

the advisor have

agreed that the

Company will issue

the shares to

the advisor,

in arrears, on

a quarterly basis.

During

the three

and six months

ended December

31, 2024,

the Company

recorded a

stock-based compensation

charge of

0.2

million and

included the issuance of

33,000

shares of common stock in its issued and outstanding share count.

Vesting

In July 2024,

78,801

shares of restricted

stock granted to Mr. Meyer, our former

Group CEO, vested.

In November and December

2024, an

aggregate of

290,993

shares of restricted

stock granted to

employees vested.

Certain employees elected

for

132,147

to be withheld

to satisfy the

withholding tax

liability on the

vesting of

their shares. These

132,147

shares have

been included

in the

Company’s

treasury shares. In

November 2024,

103,638

shares of restricted

stock with performance

conditions (share price

targets)

vested following the achievement of the agreed performance condition.

In July 2023,

78,800

shares of restricted stock granted

to Mr. Meyer

vested. In November and

December 2023, an aggregate

176,906

shares of restricted stock granted

to employees vested. Certain employees

elected for

50,975

shares to be withheld to

satisfy

the withholding tax liability on the vesting of their shares. These

50,975

shares have been included in the Company’s treasury

shares.

Forfeitures

During

the

three

and

six

months

ended

December

31,

2024,

respectively,

employees

forfeited

37,221

and

40,321

restricted stock following their

termination of employment with

the Company or the

failure to achieved agreed

performance conditions

(

29,121

shares were

forfeited following

the failure

to achieved

agreed share

performance targets).

During the

three and

six months

ended December 31, 2023, respectively,

employees forfeited

14,002

and

22,129

shares of restricted stock following their termination

of employment with the Company.

13.

Stock-based compensation (continued)

Stock-based compensation charge and unrecognized compensation

cost

The Company recorded a stock-based compensation charge, net during the three months ended December 31, 2024 and 2023, of

2.6

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 December 31, 2024

Stock-based compensation charge

2,655

Reversal of stock compensation charge related to stock

options and restricted stock forfeited

(11)

Total - three months

ended December 31, 2024

2,644

Three months ended December 31, 2023

Stock-based compensation charge

1,812

Reversal of stock compensation charge related to stock

options and restricted stock forfeited

(8)

Total - three months

ended December 31, 2023

1,804

The Company

recorded a stock-based

compensation charge,

net during

the six months

ended December 31,

2024 and 2023,

5.0

million and $

3.6

million respectively, which

comprised:

Total

charge

Allocated to cost

of goods sold, IT

processing,

servicing and

support

Allocated to

selling, general

and

administration

Six months ended December 31, 2024

Stock-based compensation charge

5,032

Reversal of stock compensation charge related to stock

options and restricted stock forfeited

(11)

Total - six months ended

December 31, 2024

5,021

Six months ended December 31, 2023

Stock-based compensation charge

3,580

Reversal of stock compensation charge related to stock

options and restricted stock forfeited

(17)

Total - six months ended

December 31, 2023

3,563

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.

December

31,

2024,

the

total

unrecognized

compensation

cost

stock

options

was

3.5

million,

which

the

Company expects to

recognize over

two years

. As of

December 31, 2024,

the total unrecognized

compensation cost related

to restricted

stock awards was $

6.3

million, which the Company expects to recognize over

two years

During the three months

ended December 31,

2024 and 2023, the

Company recorded a deferred

tax benefit of $

0.5

million and

0.3

million, respectively,

related to the stock-based compensation charge

recognized related to employees of Lesaka.

During the six

months

ended

December

31,

2024

and

2023,

the

Company

recorded

deferred

tax

benefit

0.8

million

and

0.3

million,

respectively,

to the

stock-based

compensation

charge

recognized

to employees

of Lesaka.

During

these periods

the

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

because it does not believe that the stock-

based compensation

deduction would

be utilized

as it

does not

anticipate generating

sufficient taxable

income in

the United

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 to taxation in the United States.

14.

(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

and six months

ended December 31,

2024 and 2023.

Accordingly,

the two-class method

presented below does

not include the impact

of any redemption.

The Company’s

redeemable common stock

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

and six months ended

December 31,

2024 and

2023, reflects

only undistributed

earnings. The

computation below

of basic

(loss) earnings

per share

excludes the

net loss

attributable

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

257,445

and

51,704

shares of common

stock from the calculation

of diluted loss per

share during the

three months ended December

31, 2024 and 2023 because the effect would be antidilutive.

The Company has excluded employee stock options to

purchase

338,725

and

46,756

shares of

common stock

from the

calculation of

diluted loss

per share

during the

six months

ended December

31, 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.

14.

(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

Six months ended

December 31,

2024

2023

2024

2023

(in thousands except

percent and

per share data)

Numerator:

Net loss attributable to Lesaka

(32,134)

(2,707)

(36,676)

(8,358)

Undistributed loss

(32,134)

(2,707)

(36,676)

(8,358)

Percent allocated to common shareholders

(Calculation 1)

97%

96%

97%

95%

Numerator for loss per share: basic and diluted

(31,034)

(2,588)

(35,430)

(7,961)

Denominator

Denominator for basic (loss) earnings per share:

weighted-average common shares outstanding

77,024

60,990

69,589

60,134

Effect of dilutive securities:

Denominator for diluted (loss) earnings

per share: adjusted weighted average

common shares outstanding and assuming

conversion

77,024

60,990

69,589

60,134

Loss per share:

Basic

(0.40)

(0.04)

(0.51)

(0.13)

Diluted

(0.40)

(0.04)

(0.51)

(0.13)

(Calculation 1)

Basic weighted-average common shares

outstanding (A)

77,024

60,990

69,589

60,134

Basic weighted-average common shares

outstanding and unvested restricted shares

expected to vest (B)

79,753

63,805

72,037

63,134

Percent allocated to common shareholders

(A) / (B)

97%

96%

97%

95%

Options to

purchase

4,743,500

shares of

the Company’s

common stock

at prices

ranging from

6.00

to $

14.00

per share

were

outstanding

during the

three and

six months

ended December

31, 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

755,006

shares of the

Company’s common stock at

prices ranging from

4.87

to $

11.23

per share were

outstanding

during the

three and

six months

ended December

31, 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 December 31, 2024.

15.

Supplemental cash flow information

The following

table presents

supplemental

cash flow

disclosures

for the

three and

six months

ended December

31, 2024

and

2023:

Three months ended

Six months ended

December 31,

2024

2023

2024

2023

Cash received from interest

716

482

1,297

927

Cash paid for interest

4,242

6,308

7,513

9,233

Cash paid for income taxes

3,253

2,806

3,208

3,410

15.

Supplemental cash flow information (continued)

Disaggregation of cash, cash equivalents and restricted

cash

Cash, cash equivalents and restricted

cash included on the Company’s unaudited condensed consolidated statement of

cash flows

includes restricted cash

related to cash

withdrawn from the

Company’s

debt facilities to

fund ATMs.

This cash may

only be used

fund ATMs

and is

considered restricted

as to

use and

therefore is

classified as

restricted cash.

Cash, cash

equivalents and

restricted

cash also includes cash in certain bank accounts that has

been ceded to Nedbank. As this cash has been pledged

and ceded it may not

be drawn

and is

considered

restricted as

to use

and therefore

is classified

as restricted

cash as

well. Refer

to Note

9 for

additional

information regarding the

Company’s facilities. The following

table presents the

disaggregation of cash,

cash equivalents and

restricted

cash as of December 31, 2024 and 2023, and June 30, 2024:

December 31,

2024

December 31,

2023

June 30, 2024

Cash and cash equivalents

60,625

44,316

59,065

Restricted cash

112

23,522

6,853

Cash, cash equivalents and restricted cash

60,737

67,838

65,918

Leases

The following table presents supplemental

cash flow disclosure related to leases

for the three and nine months

ended December

31, 2024 and 2023:

Three months ended

Six months ended

December 31,

2024

2023

2024

2023

Cash paid for amounts included in the measurement of

lease liabilities

Operating cash flows from operating leases

1,212

679

2,216

1,372

Right-of-use assets obtained in exchange for lease

obligations

Operating leases

708

243

1,218

983

16.

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 December 31, 2024:

Merchant

Consumer

Enterprise

Total

(As

restated)

(A)

(As restated)

(A)

Processing fees

(A)

35,794

7,862

5,825

49,481

South Africa

(A)

33,931

7,862

5,825

47,618

Rest of Africa

1,863

Technology

products

8,121

1,187

9,373

South Africa

8,057

1,187

9,309

Rest of Africa

Prepaid airtime sold

(A)

98,188

1,660

99,871

South Africa

(A)

91,409

1,660

93,092

Rest of Africa

6,779

Lending revenue

7,376

Interest from customers

1,610

120

1,730

Insurance revenue

4,868

Account holder fees

1,765

Other

902

850

1,752

South Africa

845

850

1,695

Rest of Africa

Total revenue, derived

from the following geographic

locations

(A)

144,615

22,929

8,672

176,216

South Africa

(A)

135,852

22,929

8,672

167,453

Rest of Africa

8,763

16.

Revenue recognition (continued)

Disaggregation of revenue (continued)

(A) Processing fees (and South

Africa) have reduced by $

2.1

million and Prepaid airtime sold (South

Africa) have increased by

31.5

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

29.4

million.

The

following

table

presents

the

Company’s

revenue

disaggregated

major

revenue

streams,

including

reconciliation

reportable segments for the three months ended December 31, 2023:

Merchant

Consumer

Enterprise

Total

Processing fees

22,984

6,175

6,820

35,979

South Africa

21,528

6,175

6,820

34,523

Rest of Africa

1,456

Technology

products

557

2,646

3,215

South Africa

518

2,646

3,176

Rest of Africa

Prepaid airtime sold

90,620

1,339

92,011

South Africa

85,618

1,339

87,009

Rest of Africa

5,002

Lending revenue

5,586

Interest from customers

1,453

Insurance revenue

2,897

Account holder fees

1,502

Other

654

483

113

1,250

South Africa

604

483

113

1,200

Rest of Africa

Total revenue, derived

from the following geographic

locations

116,268

16,707

10,918

143,893

South Africa

109,721

16,707

10,918

137,346

Rest of Africa

6,547

The

following

table

presents

the

Company’s

revenue

disaggregated

major

revenue

streams,

including

reconciliation

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

Merchant

Consumer

Enterprise

Total

(As

restated)

(A)

(As restated)

(A)

Processing fees

(A)

60,162

15,392

12,337

87,891

South Africa

(A)

56,497

15,392

12,337

84,226

Rest of Africa

3,665

Technology

products

9,966

2,478

12,511

South Africa

9,829

2,478

12,374

Rest of Africa

137

Prepaid airtime sold

(A)

192,066

3,238

195,344

South Africa

(A)

179,407

3,238

182,685

Rest of Africa

12,659

Lending revenue

14,332

Interest from customers

3,286

120

3,406

Insurance revenue

9,208

Account holder fees

3,464

Other

2,199

1,378

3,628

South Africa

2,085

1,378

3,514

Rest of Africa

114

Total revenue, derived

from the following geographic

locations

(A)

267,679

44,001

18,104

329,784

South Africa

(A)

251,104

44,001

18,104

313,209

Rest of Africa

16,575

16.

Revenue recognition (continued)

Disaggregation of revenue (continued)

(A) Processing fees (and South

Africa) have reduced by $

2.8

million and Prepaid airtime sold

(South Africa) have increased by

40.3

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

37.4

million.

The

following

table

presents

the

Company’s

revenue

disaggregated

major

revenue

streams,

including

reconciliation

reportable segments for the six months ended December 31, 2023:

Merchant

Consumer

Enterprise

Total

Processing fees

45,310

11,908

13,254

70,472

South Africa

42,494

11,908

13,254

67,656

Rest of Africa

2,816

Technology

products

1,068

4,172

5,271

South Africa

978

4,172

5,181

Rest of Africa

Prepaid airtime sold

176,856

2,416

179,365

South Africa

167,100

2,416

169,609

Rest of Africa

9,756

Lending revenue

10,959

Interest from customers

2,973

Insurance revenue

5,508

Account holder fees

2,870

Other

1,424

918

222

2,564

South Africa

1,325

918

222

2,465

Rest of Africa

Total revenue, derived

from the following geographic

locations

227,631

32,287

20,064

279,982

South Africa

214,870

32,287

20,064

267,221

Rest of Africa

12,761

17.

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

December 31, 2024 and 2023 was $

1.2

million and

0.7

million, respectively.

The Company’s operating lease expense during the

six months ended December 31, 2024 and 2023 was $

2.2

million and $

1.4

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

December 31, 2024

and 2023, was $

1.2

million and $

1.0

million, respectively.

The Company’s

short-term lease expense

during the

six months ended December 31, 2024 and 2023, was $

2.3

million and $

1.9

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 December 31, 2024 and June 30, 2024:

December 31,

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)

10.5

17.

Leases (continued)

The maturities of the Company’s

operating lease liabilities as of December 31, 2024, are presented below:

Maturities of operating lease liabilities

Year

ended June 30,

2025 (excluding six months to December 31, 2024)

2,338

2026

3,200

2027

2,155

2028

1,369

2029

279

Thereafter

Total undiscounted

operating lease liabilities

9,381

Less imputed interest

1,305

Total operating lease liabilities,

included in

8,076

Operating lease liability - current

3,257

Operating lease liability - long-term

4,819

18.

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.

Change to internal reporting structure and re

cast of previously reported information

The Company’s

chief operating

decision maker

is the

Company’s

Executive Chairman.

He changed

the Company’s

operating

and internal reporting

structures to present

a new segment,

Enterprise, separately.

The chief operating

decision maker has

decided to

analyze the Company’s

operating performance primarily based on three operational lines, namely,

(i) Merchant, which focuses on

both formal and informal sector

merchants.

Formal sector merchants are generally

in urban areas,

have higher

revenues and

have access

to multiple

service providers.

Informal sector

merchants, which

are often

sole proprietors

and

usually

have lower

revenues compared

with formal

section merchants,

operate in

rural areas

or in

informal urban

areas and

do not

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

(ii) Consumer,

which primarily

focuses on

individuals who

have historically

been excluded

from traditional

financial services

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

loans), payments solutions (digital wallet) and

various value-added services;

and

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

network operators (“MNOs”) and municipalities.

Reallocation of certain activities among operating segments

The

change

our

operating

segments

during

the

second

quarter

fiscal

2025

included

the

separation

Enterprise

out

Merchant.

The

Company

has also

allocated

the

majority

of Adumo’s

operations

Merchant,

with

smaller

part

its operations

focusing on the provision

of physical and digital

prepaid and secure payout

solutions for South African

businesses with large individual

end-users being allocated to Consumer.

Previously reported information has been recast.

The Merchant segment includes revenue generated from the sale of prepaid airtime, and fees earned from the provision

of value-

added services (“VAS”)

and card-acquiring services to informal sector merchants.

It also includes activities related to the provision of

goods

and services

provided

to corporate

and

other

juristic entities.

The

Company

earns fees

from

processing

activities

performed

(including

card acquiring

and the

provision

of a

payment

gateway services)

for

its customers,

and

rental and

license fees

from

the

provision of point

of sales (“POS”) hardware

and software to

the hospitality industry.

The Company also

provides cash management

and payment services to merchant customers through a digital vault which is located at the customer’s premises and through which the

Company is able to provide

the services which generate

processing fee revenue. From

July 1, 2023, the segment

includes fees earned

from transactions performed by customers utilizing its ATM

infrastructure.

18.

Operating segments (continued)

Reallocation of certain activities among operating segments (continued)

The Consumer segment

includes activities related

to the provision

of financial services

to customers,

including a bank

account,

loans and

insurance products.

The Company

charges monthly

administration fees

for all

bank accounts.

Customers that

have a

bank

account managed by the Company are issued cards that can be utilized to withdraw funds at an ATM or to transact at a merchant POS.

The Company

earns processing

fees from

transactions processed

for these

customers. The

Company also

earns fees

on transactions

performed

other

banks’

customers

utilizing

its

ATM

(until

June

30,

2023)

POS. The

Company

provides

short-term

loans

customers in South Africa for which it earns initiation and monthly service fees, and interest revenue from the second quarter of fiscal

2025.

The Company writes life insurance contracts, primarily funeral-benefit policies, and policy holders pay the Company a monthly

insurance premium.

The Company

also earns fees

from the provision

of physical and

digital prepaid

and secure payout

solutions for

South African businesses.

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

processing services that involve

the collection, transmittal and retrieval of all transaction data. This segment also includes sales of hardware

and licenses to customers.

Hardware includes

the sale of

POS devices, SIM

cards and other

consumables which can

occur on an

ad hoc basis.

Licenses include

the right to use certain technology developed by the Company.

The reconciliation of the reportable segment’s revenue to revenue from external customers for the three months ended December

31, 2024 and 2023, is as follows:

Revenue

Reportable

Segment

Inter-

segment

From

external

customers

(As

restated)

(A)

(As

restated)

(A)

Merchant (as restated)

(A)

145,209

594

144,615

Consumer

22,929

Enterprise

8,933

261

8,672

Total for the three

months ended December 31, 2024 (as restated)

(A)

177,071

855

176,216

Merchant

117,182

914

116,268

Consumer

16,707

Enterprise

11,921

1,003

10,918

Total for the three

months ended December 31, 2023

145,810

1,917

143,893

(A) Revenue has

been restated for

the three months

ended December 31,

2024 to correct

the misstatement of

29.4

million as

discussed in Note 1.

The reconciliation of

the reportable segment’s

revenue to revenue from

external customers for the

six months ended December

31, 2024 and 2023, is as follows:

Revenue

Reportable

Segment

Inter-

segment

From

external

customers

(As

restated)

(A)

(As

restated)

(A)

Merchant (as restated)

(A)

268,861

1,182

267,679

Consumer

44,001

Enterprise

20,815

2,711

18,104

Total for the six months ended

December 31, 2024 (as restated)

(A)

333,677

3,893

329,784

Merchant

229,243

1,612

227,631

Consumer

32,287

Enterprise

21,388

1,324

20,064

Total for the six months ended

December 31, 2023

282,918

2,936

279,982

(

Revenue

has

been

restated

for

the

six

months

ended

December

31,

2024

correct

the misstatement

37.4

million

discussed in Note 1.

18.

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

is working on obtaining

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

refinancing of

the Company’s

facilities. Therefore, the Company has included an intercompany interest expense in its Consumer

Segment Adjusted EBITDA for the

three and

six months

ended December

31, 2024.

The Company

does not

allocate once-off

items, stock-based

compensation charges,

depreciation and amortization, impairment

of goodwill or other intangible

assets, other items (including gains or

losses on disposal of

investments,

fair value

adjustments 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

related to

compliance with

the

Sarbanes-Oxley Act of

2002; non-employee directors’

fees; legal

fees; group and

US-listed related audit

fees; and

directors and officer’s

insurance

premiums.

Once-off

items represent

non-recurring

expense items,

including

costs related

to acquisitions

and transactions

consummated

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

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 (now Merchant,

Enterprise and Consumer) operating segments.

The reconciliation of the reportable

segments’ measure of profit

or loss to loss before income

taxes for the three and

six months

ended December 31, 2024 and 2023, is as follows:

Three months ended

Six months ended

December 31,

2024

2023

2024

2023

Reportable segments' measure of profit or loss

14,630

10,963

26,942

20,808

Operating loss: Group costs

(2,820)

(2,011)

(5,769)

(3,833)

Once-off costs

(488)

816

(2,293)

738

Interest adjustment

757

1,588

Unrealized Loss FV for currency adjustments

(435)

122

(216)

Stock-based compensation charge adjustments

(2,644)

(1,804)

(5,021)

(3,563)

Depreciation and amortization

(8,223)

(5,813)

(14,499)

(11,669)

Loss on disposal of equity-accounted investments

(161)

Change in fair value of equity securities

(33,731)

Reversal of allowance of EMI doubtful debt

250

Interest income

721

485

1,307

934

Interest expense

(6,174)

(4,822)

(11,206)

(9,731)

Loss before income tax expense

(38,568)

(2,064)

(43,059)

(6,046)

18.

Operating segments (continued)

The following tables summarize

supplemental segment information

for the three and six months

ended December 31, 2024 and

2023:

Three months ended

Six months ended

December 31,

2024

2023

2024

2023

(As

restated)

(A)

(As

restated)

(A)

Revenues

Merchant (as restated)

(A)

145,209

117,182

268,861

229,243

Enterprise

8,933

11,921

20,815

21,388

Consumer

22,929

16,707

44,001

32,287

Total reportable segment

revenue (as restated)

(A)

177,071

145,810

333,677

282,918

Segment Adjusted EBITDA

Merchant

(1)(2)

10,319

7,497

17,873

14,407

Enterprise

(2)

(31)

891

331

1,706

Consumer

(1)(2)

4,342

2,575

8,738

4,695

Total Segment Adjusted

EBITDA

14,630

10,963

26,942

20,808

Depreciation and amortization

Merchant

3,027

1,944

5,254

3,904

Enterprise

194

215

Consumer

235

179

437

348

Subtotal: Operating segments

3,356

2,220

5,885

4,467

Group costs

4,867

3,593

8,614

7,202

Total

8,223

5,813

14,499

11,669

Expenditures for long-lived assets

Merchant

5,783

2,052

9,669

4,736

Enterprise

105

Consumer

511

120

568

166

Subtotal: Operating segments

6,318

2,198

10,283

5,007

Group costs

Total

6,318

2,198

10,283

5,007

(A) Revenue during the three and six months ended December 31, 2024, have been restated by $

29.4

million and $

37.4

million,

respectively, to correct

the misstatements discussed in Note 1.

(1) Segment Adjusted

EBITDA for the

three months ended December

31, 2024, includes

retrenchments costs for

Consumer of

0.01

million (ZAR

0.1

million). Segment

Adjusted EBITDA

for Merchant

includes retrenchment

costs of

0.01

million (ZAR

0.1

million) and Consumer includes retrenchment costs of $

0.1

million (ZAR

1.3

million) for the three months ended December 31,

2023.

(2) Segment

Adjusted EBITDA

for the

six months

ended December

31, 2024,

includes retrenchments

costs for

Consumer of

0.1

million (ZAR

1.2

million) and Enterprise of $

0.0

million (ZAR

0.2

million). Segment Adjusted EBITDA

for Merchant includes

retrenchment costs

of $

0.2

million (ZAR

4.7

million) and

Consumer includes

retrenchment costs

of $

0.2

million (ZAR

2.8

million)

for the six months ended December 31, 2023.

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.

19.

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

and

six

months

ended

December

31,

2024,

the

Company’s

effective

tax

rate

was

impacted

the

tax expense

recorded by 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

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

by these entities.

For

the

three

and

six

months

ended

December

31,

2023,

the

Company’s

effective

tax

rate

was

impacted

the

tax expense

recorded by the Company’s

profitable South African operations,

non-deductible expenses, the

on-going losses incurred

by certain of

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 December 31, 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

December 31,

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.

20.

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

1.8

million,

translated

exchange

rates

applicable as of December 31, 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 December 31, 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 December 31,

The maximum

potential amount that

the Company could

pay under these

guarantees is ZAR

35.2

million ($

2.1

million, translated

at exchange

rates applicable

as of

December 31,

2024). As

discussed in

Note 9,

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

December

31,

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 9.

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.

21.

Subsequent events

Proposed acquisition of Recharger

On November 20, 2024,

the Company announced the

acquisition of Recharger (Pty)

Ltd (“Recharger”).

The acquisition is

subject

the

satisfaction

customary

closing

conditions,

including

certain

regulatory

approvals.

January

29,

2025,

all regulatory

approvals, including approval by

the Competition Commission (South

Africa), were satisfied. The acquisition

is expected to close in

the third quarter of fiscal 2025.

The purchase

consideration of

ZAR

507

million will

be paid

over

two

tranches with

the first tranche

settled at closing

and the

second tranche

a year later.

The purchase consideration

will be settled

through a

combination of

ZAR

332

million in cash

and ZAR

175

million in shares of

the Company’s

common stock. The share

price applied to determine

the number of shares

of common stock

to be

issued for

the equity

consideration will be

based on

the volume-weighted

average price

of the Company’s

common shares

for

the three-month period prior

to the disbursal

of each tranche. The

Company will also

make a ZAR

million contribution to Recharger

at closing which will be used exclusively to repay a loan due by Recharger

to the seller.

The Company expects the acquisition

to act as an

entry point for it

into the South African

private utilities space while

augmenting

the Enterprise division’s alternative

payment offering.

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

December

31,

2024

and

for

the

three

and

six

months

ended

December

31,

2024.

result,

the

previously

reported

financial

information as of

and for the three

and six months ended

December 31, 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

the

restatement,

including

descriptions

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

February 5,

2025, 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

Beginning in the

second quarter of fiscal

year 2025, Lesaka has

commenced disclosing its

financial results across

three distinct

operating divisions: Merchant, Consumer

and Enterprise. We are building an

integrated multiproduct platform that

is organized around

addressing a number of customer needs.

The Consumer

Division (“Consumer”)

will remain

substantially the

same. We

offer

consumers a

transactional account,

loans

and insurance. On 1 October the Adumo Payouts business officially

became part of Consumer.

The Merchant Division (“Merchant”) serves merchants

and micro-merchants, combining existing Connect, Kazang and

Kazang

Insights (previously known

as Touchsides) operations, as

well as

the bulk of

Adumo, specifically its

merchant acquiring and

processing

business and its GAAP hospitality platform. Combined the Lesaka

offering will be amongst the most comprehensive

in the market in

meeting the

needs of

micro and

medium size

businesses in

the region.

Our integrated

multi-product range

provides merchants

with

card acquiring, cash management, lending, software and Alternative Digital Payments (“ADP”). ADP includes

our pre-paid solutions

and supplier enabled payments (previously referred to as our value-added services).

Our

Enterprise

Division

(“Enterprise”)

focuses

large

corporates,

mobile

network

operators,

banks,

governments

and

municipalities. Our offering includes our bill and

utility payments platform, a new

payment switch, Prism Switch, as

well as Hardware

Security Modules,

a third

party vending

and security

business. Enterprise serves

third party

corporates and

the technology

needs of

our Consumer and Merchant Divisions.

Merchant Division

This division provides merchant acquiring, software, cash management services, lending and ADP, that empower merchants and

micro-merchants to transact efficiently and fulfill their

potential.

Performance in Merchant has been driven by:

Merchant acquiring

Fiscal quarter ended December 31,

Q2 2025

Q2 2024

Q2 2023

Number of devices in deployment

80,178

48,199

34,216

Total Throughput

for the quarter (ZAR billions)

11.3

4.1

3.1

●

Merchant acquiring includes 80,178 devices deployed under the Adumo, Card Connect and Kazang brands. Q2 2025 is

inclusive of

approximately

27,000 devices

deployed under

the Adumo

brand with

the Adumo

transaction closing

October 1, 2024.

●

Throughput increased

to ZAR

11.3

billion for

the quarter,

driven mainly

by the

inclusion of

Adumo in

Q2 2025

and

supported by 19% year-on-year increase in throughput

attributable to Kazang Pay.

Software

Our software

solutions are

offered through

GAAP,

a subsidiary

of Adumo.

GAAP has

operations in

South Africa,

Botswana,

Kenya

and

clients

further

countries,

and

the

leading

provider

integrated

point-of-sales

software

and

hardware

the

hospitality industry in Southern Africa, serving clients such as KFC, McDonald’s,

Pizza Hut, Nando’s and

Krispy Kreme.

Fiscal quarter ended December 31,

Q2 2025

Number of GAAP sites

9,705

Approximate ARPU per site (ZAR)

3,300

ARPU is calculated on a

revenue per site basis, as

monthly figure based on a

three-month rolling average for the quarter

ending December 31, 2024.

●

The Adumo transaction closed on October 1, 2024. The number of

GAAP sites was 9,705 as of December 31, 2024.

●

ARPU per site, which combines hardware, software and acquiring revenue,

was approximately ZAR 3,300 per month.

Cash management

Our cash management and digitalization

solutions effectively “puts the bank” in 4,664 merchants’

stores.

Fiscal quarter ended December 31,

Q2 2025

Q2 2024

Q2 2023

2025

vs. 2024

Number of devices in deployment

4,664

4,484

4,325

Cash settlements (throughput)

for the quarter

(ZAR billions)

30.4

29.9

29.5

●

Our cash business remains a vital product in our merchant offering and is a key differentiator for us in the digitalization

of cash. We provide robust cash vaults in the merchant

sector (Cash Connect) and are building a presence in the micro-

merchant

sector

(Kazang

Vaults),

which

enables

our

merchant

customer

base

mitigate

their

operational

risks

pertaining to cash management and security.

Lending

Our lending

solutions are offered to

merchants through Capital Connect

and Adumo Capital, a joint

venture with Retail Capital

(a division of Tyme Bank)

for Merchant Cash Advance (“MCA”), with a 50:50 profit share.

Fiscal quarter ended December 31,

Q2 2025

Q2 2024

Q2 2023

Total credit disbursed

(ZAR millions)

178

170

205

Total net loan book

size at period end (ZAR millions)

343

253

290

Amounts reflected above includes 100% of Adumo

Capital’s

credit disbursed and net loan book.

●

Q2 2025

is inclusive

of credit

disbursed

under

the Adumo

brand

with the

Adumo

transaction closing

on October

2024.

●

Capital Connect’s

lending proposition

is an important

component in

enabling the merchants

we serve

to compete

and

grow.

●

Adumo Capital, a 50:50 joint venture

with Retail Capital, enables merchants to

access working capital in exchange

for

a portion of future turnover at POS.

Merchants can apply online and have access to funds within 24 hours.

Alternative Digital Payments

ADP includes our pre-paid solutions and supplier enabled payments (previously

referred to as our value-added services).

Pre-paid

solutions

comprise

airtime,

electricity

and

gaming

vouchers.

Supplier

enabled

payments

predominantly

includes

supplier payments, with the balance attributable to international money transfers, bill payments, satellite (digital) television

offerings.

Fiscal quarter ended December 31,

Q2 2025

Q2 2024

Q2 2023

2025

vs. 2024

Number of devices in deployment

89,571

79,051

64,428

13%

Total throughput

for the quarter (ZAR billions)

11.1

8.4

6.9

32%

Pre-paid solutions throughput for the quarter

(ZAR billions)

4.9

4.6

3.7

Supplier enabled payments throughput for the

quarter (ZAR

billions)

6.2

3.8

3.2

63%

2025 includes

5,714 devices

attributable to

the acquisition

of Kazang

Insights (formerly

known as

Touchsides),

effective

May 1, 2024, which are not enabled for Alternative

Digital Payments.

●

We had 89,571 devices deployed

as of December

31, 2024, representing a

13% year-on-year growth compared

to 79,051

devices as of December 31, 2023. This includes 5,714 devices in Kazang Insights

(formerly known as Touchsides)

sites

that are not yet enabled for ADP.

●

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.

●

Total

throughput

increased

32%

ZAR

11.1

billion

year-on-year,

driven

63%

increase

supplier

enabled

payments.

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.

Consumer

Fiscal quarter ended December 31,

Q2 2025

Q2 2024

Q2 2023

2025

vs. 2024

Transactional accounts

(banking) - EasyPay Everywhere ("EPE")

Total active EPE transactional account base at

quarter end

(millions)

1.6

1.4

1.2

11%

Total active EPE transactional account base at

quarter end

Permanent grant recipients (millions)

1.4

1.2

1.0

16%

Approximate

Gross

EPE

account

activations

for

the

quarter -Permanent grant recipients (number)

99,000

137,000

43,000

(27%)

Approximate Net EPE account activations

for the quarter

Permanent grant recipients (number)

65,000

102,000

10,000

(37%)

Lending - EasyPay Loans

Approximate

number

loans

originated

during

the

quarter (number)

336,000

278,000

225,000

21%

Gross advances in the quarter (ZAR millions)

617

447

339

38%

Loan book size,

before allowances, at

quarter end

(ZAR

millions)

709

503

398

41%

Consumer

Fiscal quarter ended December 31,

Q2 2025

Q2 2024

Q2 2023

2025

vs. 2024

Insurance - EasyPay Insurance

Approximate number

of insurance

policies written in

the

quarter (number)

50,000

42,000

29,000

19%

Total

active

insurance

policies

book

quarter

end

(number)

496,488

384,338

294,157

29%

Average

revenue

per

customer

per

month,

December 31, (permanent grant beneficiaries) (ZAR)

11%

Adumo Payouts

Approximate number of active cardholders

200,000

Approximate load value for the quarter (ZAR millions)

170

Source: SASSA statistical reports portal (2024) | Permanent grant customers per SASSA’s

monthly Social Assistance report

(December 31, 2024).

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 99,000

gross account activations

the quarter, compared to

approximately 137,000 in the second quarter of fiscal 2024

which was higher than normal

due

to operational

issues at

the

Post Bank

specific

that quarter;

and

approximately

71,000

gross activations

quarter

ago

(Q1

2025).

After

accounting

for

churn,

net

active

account

growth

(

permanent

grant

customers

per

SASSA’s

monthly Social Assistance

report for

December 31, 2024,

on the SASSA

statistical reports

portal)

for the

quarter

was

approximately

65,000

accounts,

compared

approximately

102,000

the

second

quarter

fiscal

2024, and 33 000 in the first quarter of fiscal 2025.

Our total active EPE transactional account base stood at approximately 1.6 million at the end of December 2024, of

which

approximately

1.4

million

(or

approximately

89%)

are

permanent

grant

recipients

(

permanent

grant

customers per SASSA’s

monthly Social

Assistance report

for December

31, 2024,

on the SASSA

statistical reports

portal).

The balance comprises Social Relief of Distress (“SRD”) grant recipients, which was introduced during the

COVID pandemic and extended in calendar year 2024.

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 336,000

loans during

the quarter,

with our

consumer

loan book,

before allowances

(“gross book”), increasing 41%

to ZAR 709 million as

of December 31, 2024,

compared to ZAR 503 million

as of

December 31, 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,

has remained

stable at

approximately 6%

on an

annualized basis, compared to quarter two 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

35%

our

active

permanent

grant

account

base

December 31, 2024, compared

to 31% as of December

31, 2023. Approximately

50,000 new policies were

written

in the quarter, compared to

approximately 42,000 in the

comparable period in fiscal

The total number

of active

policies has grown 29% to approximately 496,000 policies as of December 31, 2024,

compared to 384,000 policies

as of December 31, 2023.

ARPU

ARPU for

our permanent

client base

has increased

to approximately

ZAR 94

per month

for the

second quarter

fiscal 2025, from approximately ZAR 85 in the second quarter of fiscal 2024.

Adumo Payouts

On 1 October the Adumo Payouts business officially became part

of the Consumer Division.

The number of active card

holders was approximately 200,000 at

the end of the second quarter of

fiscal 2025, with

a load value of approximately ZAR 170 million for quarter ended December

31, 2024.

Enterprise Division

our

Enterprise

Division

deliver

software

and

payment

technology

enterprise

clients,

who

are

generally

large-scale

corporate

and government

organizations,

including

but not

limited

to banks,

mobile network

operators

and

municipalities, driving

efficiency and innovation.

Fiscal quarter ended December 31,

Q2 2025

Q2 2024

2025

vs. 2024

Bill Payments

Total Throughput

for the quarter (ZAR billions)

8.3

7.3

13%

Utility Payments

Total Throughput

for the quarter (ZAR billions)

1.6

2.0

(16%)

Hardware Security Modules

Units

147

138

Switching

Approximate number of transactions (million)

Our

new

payment

switch,

Prism Switch

has

been

in production

since

June

2024 thus

prior

period

comparatives

are

not

applicable.

Acquisition of Recharger

On November 20,

2024, we announced

the acquisition of

Recharger (Pty) Ltd (“Recharger”),

an acquisition subject

to satisfaction

of customary closing

conditions. As of

January 29, 2025,

all regulatory approvals,

including approval by

the Competition Commission,

have been satisfied. The

transaction is expected to

close in the third quarter

of fiscal 2025, once

the remaining procedural customary

closing conditions are satisfied.

The purchase

consideration of

ZAR 507

million will

be paid

over two

tranches with

the first tranche

settled at closing

and the

second tranche

a year later.

The purchase consideration

will be settled

through a

combination of

ZAR 332 million

in cash and

ZAR

175 million

in shares

of our

common stock.

The share

price applied

to determine

the number

of shares

of our

common stock

to be

issued for the equity consideration will be based on the volume-weighted average price

of our shares for the three-month period prior

the

disbursal

each

tranche.

will

also

make

ZAR

million

contribution

Recharger

closing

which

will

used

exclusively to repay a loan due by Recharger to the seller.

expect

the

acquisition

act

as an

entry

point

for

into

the

South

African

private utilities

space

while

augmenting

the

Enterprise division’s alternative

payment offering.

Improvement in our Broad Based Black Economic

Empowerment (“B-BBEE”) rating to level 3

B-BBEE is

a key

strategic priority

for us. Achievement

of B-BBEE

objectives is

measured by

a scorecard

which establishes

weighting

for

various

elements.

Scorecards

are

independently

reviewed

accredited

BEE

verification

agencies

which

issue

certificate that presents an entity’s BEE Contributor Status Level, with

level 1 being the highest

and “no rating” (a level

below level 8)

as the lowest. During fiscal 2025 we reported that our independently verified B-BBEE rating improved to a level 3 rating from a level

4 rating achieved in fiscal year 2024.

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 December 31, 2024

Refer

Note

our

unaudited

condensed

consolidated

financial

statements

for

full

description

recent

accounting

pronouncements

not

yet

adopted

December

31,

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

Six months ended

Year

ended

December 31,

June 30,

2024

2023

2024

2023

2024

ZAR : $ average exchange rate

17.9054

18.7313

17.9327

18.6885

18.7070

Highest ZAR : $ rate during period

18.8296

19.4568

18.8296

19.4568

Lowest ZAR : $ rate during period

17.3354

18.2076

17.1144

17.6278

Rate at end of period

18.8296

18.2982

18.8296

18.2982

18.1808

form10qp58i0

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 and

six months ended

December 31, 2024

and 2023, vary

slightly from the

averages shown

in the

table above. Except as

described below,

the translation rates we

use in presenting our

results of operations are

the rates shown in

the

following table:

Three months ended

Six months ended

Year

ended

Table 2

December 31,

June 30,

2024

2023

2024

2023

2024

Income and expense items: $1 = ZAR

17.8495

18.7108

17.7967

18.7124

18.6844

Balance sheet items: $1 = ZAR

18.8296

18.2982

18.8296

18.2982

18.1808

have translated

the results

of operations

and operating

segment information

for the

three and

six months

ended December

31, 2024

and 2023,

provided in

the tables

below using

the actual

average exchange

rates per

month (i.e.

for each

of October

2024,

November

2024,

and

December

2024

for

the

second

quarter

fiscal

2025)

between

the

USD

and

ZAR

order

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. We believe that presentation

using

the

average

exchange

rates

per

month

compared

with

the

average

exchange

rate

per

quarter

and

year

date

improves

the

accuracy of the information presented in our external financial

reporting and leads to fewer differences between our external reporting

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

information, which is also presented in ZAR.

Results of Operations

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 represent 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

separate

line

our

Consumer

and

Merchant

(and

now

Merchant,

Consumer

and

Enterprise)

operating segments.

Group

Adjusted

EBITDA

represents

Segment

Adjusted

EBITDA

after

deducting

group

costs.

Refer

also

“Results

Operations—Use of Non-GAAP Measures” below.

Our fiscal 2025 financial

results include Adumo from

October 1, 2024. Adumo

is not included in our

financial results for fiscal

2024.

analyze our

business and

operations

in terms

of three

inter-related

but independent

operating segments:

(1) Merchant

(2)

Enterprise and (3) Consumer.

In addition, corporate activities

that are impracticable to

allocate directly to the

operating segments, as

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

in Eliminations.

Second quarter of fiscal 2025 compared to second quarter

of fiscal 2024

The following factors had

a significant impact on

our results of operations

during the second 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

the inclusion of

Adumo, an increase

in value-added

services activity in

Merchant, higher

low margin

prepaid airtime sales,

as well as

higher transaction,

insurance and lending

revenues in Consumer, which was partially offset

by a lower contribution from Enterprise;

●

Operating income

decrease:

Operating income

decreased primarily

due to higher

costs and the

increase in amortization

acquisition-related

intangible assets

the

acquisition

Adumo,

which

was partially

offset

contribution

from

Adumo from October 1, 2024;

●

Non-cash fair value adjustment related to equity securities:

We recorded a non

-cash fair value loss of $33.7 million during

the second quarter of fiscal 2025 related to our investment in MobiKwik;

●

Higher net interest

charge:

Net interest charge

increased to $5.5

million (ZAR 97.7

million) from $4.3

million (ZAR 81.2

million) primarily due to higher

overall borrowings, which was partially

offset by an increase in

interest received as a result

of the inclusion of Adumo; and

●

Foreign exchange

movements:

The U.S.

dollar was

5% weaker

against the

ZAR during

the second

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 December 31,

2024

2023

(As restated)

(A)

(As restated)

(A)

$ ’000

change

Revenue

176,216

143,893

22%

Cost of goods sold, IT processing, servicing and support

130,696

114,266

14%

Selling, general and administration

36,520

21,541

70%

Depreciation and amortization

8,223

5,813

41%

Operating income

777

2,273

(66%)

Change in fair value of equity securities

(33,731)

Loss on disposal of equity-accounted investments

161

Interest income

721

485

49%

Interest expense

6,174

4,822

28%

Loss before income tax (benefit) expense

(38,568)

(2,064)

1,769%

Income tax (benefit) expense

(6,412)

686

Net loss before earnings from equity-accounted investments

(32,156)

(2,750)

1,069%

Earnings from equity-accounted investments

16%

Net loss

(32,106)

(2,707)

1,086%

Less net income attributable to non-controlling interest

Net loss attributable to us

(32,134)

(2,707)

1,087%

(A) Revenue and cost of

goods sold, IT processing, servicing and

support for the three months

ended December 31, 2024, have been

restated

and increased by $29.4 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 December 31,

2024

2023

(As restated)

(A)

(As restated)

(A)

ZAR ’000

change

Revenue

3,155,758

2,694,506

17%

Cost of goods sold, IT processing, servicing and support

2,340,669

2,139,730

Selling, general and administration

653,756

403,443

62%

Depreciation and amortization

147,086

108,863

35%

Operating income

14,247

42,470

(66%)

Change in fair value of equity securities

(614,710)

Loss on disposal of equity-accounted investments

2,886

Interest income

12,886

9,080

42%

Interest expense

110,580

90,329

22%

Loss before income tax (benefit) expense

(701,043)

(38,779)

1,708%

Income tax (benefit) expense

(116,954)

12,845

Net loss before earnings from equity-accounted investments

(584,089)

(51,624)

1,031%

Earnings from equity-accounted investments

891

805

11%

Net loss

(583,198)

(50,819)

1,048%

Less net income attributable to non-controlling interest

496

Net loss attributable to us

(583,694)

(50,819)

1,049%

(A) Revenue and cost of goods sold, IT

processing, servicing and support for the six months

ended December 31, 2024, have been restated

and

increased by ZAR 526.6 million to correct the misstatements discussed in Note 1 to the unaudited condensed consolidated statement of operations.

Revenue increased by $32.3

million (ZAR 461.3 million)

or 22.5% (17.1%), primarily

due to the

inclusion of Adumo, an

increase

the

volume

value-added

services

provided

(prepaid

airtime

and

gaming),

increase

certain

issuing

fee

base

prices

and

transaction activity in our issuing business, higher low margin

prepaid airtime sales, and an increase in 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 by

$16.4 million

(ZAR 200.9

million) or

14.4% (in

ZAR

9.4%),

primarily due

to the inclusion

of Adumo,

higher commissions paid

related to VAS

revenue generated,

and higher insurance-

related claims and third-party transaction fees, which was partially offset

by decrease in in low margin prepaid airtime costs.

Selling, general

and administration

expenses increased

by $15.0

million (ZAR

250.3 million),

or 69.5%

(in ZAR

62.0%). The

increase

was

primarily

due

the

inclusion

Adumo;

higher

employee-related

expenses

(including

the

impact

annual

salary

increases);

higher stock-based compensation

charges,

audit and

travel expenses; and

the year-over-year impact

of inflationary increases

on certain expenses.

Depreciation and amortization

expense increased by

$2.4 million (ZAR 38.2

million),

or 41.5% (35.1%). The

increase was due

the

inclusion

acquisition-related

intangible

asset

amortization

intangible

assets

identified

pursuant

the

Adumo

acquisition and an increase in depreciation expense related to

additional POS devices deployed.

Our operating income

margin for the

second quarter of

fiscal 2025 and

2024 was 0.4%

and 1.6%, respectively.

discuss the

components of operating loss margin under “—Results of operations

by operating segment.”

The change in fair value of

equity securities of $33.7 million during

the first half of fiscal 2025 represents

a non-cash fair value

adjustment loss

related to

MobiKwik. We

did not

record any

changes in

the fair

value of

equity interests

in MobiKwik

during the

second quarter of fiscal 2024, or

any fair value adjustments for

Cell C during the second quarter

of fiscal 2025 or 2024, respectively.

continue

to carry

our investment

in Cell

C at

$0 (zero).

Refer to

Note 5

for the

methodology and

inputs used

in the

fair value

calculation for MobiKwik and Cell C.

We recorded a loss of $0.2

million related to the change in

our investment in an equity security

recorded under the equity method

to consolidation during fiscal 2025. Refer

to Note 2 to our consolidated financial statements

for additional information regarding

this

loss.

Interest on surplus cash increased

to $0.7 million (ZAR 12.9 million)

from $0.5 million (ZAR 9.1 million),

primarily due to the

inclusion of Adumo.

Interest expense increased

to $6.2 million (ZAR 110.6

million) from $4.8 million

(ZAR 90.3 million. In

ZAR, the increase was

primarily

by higher

overall borrowings

during the

second quarter

of fiscal

2025 compared

with the

comparable period

in the

prior

quarter.

Fiscal 2025 tax expense

was $(6.4) million (ZAR (117.0)

million) compared to $0.7

million (ZAR 12.8 million)

in fiscal 2024.

Our effective tax rate for fiscal 2025 was impacted by deferred tax impact related to the fair value adjustment to our equity securities,

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.

The table below presents the relative earnings (loss) from our equity-accounted

investments:

Table 5

Three months ended December 31,

2024

2023

$ %

$ ’000

change

Other

16%

Total

income (loss) from equity-accounted investments

16%

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 December 31,

2024

(As

restated)

(A)

% of total

2023

(As restated)

(A)

% change

(As

restated)

(A)

% of

Operating Segment

$ ’000

total

Consolidated revenue:

Merchant

(A)

145,209

82%

117,182

81%

24%

Consumer

22,929

13%

16,707

12%

37%

Enterprise

8,933

11,921

(25%)

Subtotal: Operating segments

177,071

100%

145,810

101%

21%

Eliminations

(855)

(1,917)

(1%)

(55%)

Total

consolidated revenue

(A)

176,216

100%

143,893

100%

22%

Group Adjusted EBITDA:

Merchant

(1)(2)

10,319

87%

7,497

84%

38%

Consumer

(1)(2)

4,342

37%

2,575

29%

69%

Enterprise

(2)

(31)

891

10%

Group costs

(2,820)

(24%)

(2,011)

(23%)

40%

Group Adjusted EBITDA (non-

GAAP)

(3)

11,810

100%

8,952

100%

32%

(A) Revenue has been restated and increased by $29.4

million to correct the misstatements discussed in Note 1 to the unaudited

condensed consolidated statement of operations.

(1) Segment Adjusted

EBITDA for the

three months ended December

31, 2024, includes

retrenchments costs for

Consumer of

$0.01

million.

Segment

Adjusted

EBITDA

for

Merchant

includes

retrenchment

costs

$0.01

million

and

Consumer

includes

retrenchment costs of $0.1 million for the three months ended December 31, 2023.

(2) Lease expenses which were previously presented on

a separately line in fiscal

2024 are now included in Merchant,

Consumer

and Enterprise Segment

Adjusted EBITDA. The prior

period has been

re-presented to conform

with current period presentation.

See

also “—Results

of Operations

—

Presentation of

Merchant, Consumer

and Enterprise

by segment

for fiscal

2025 to

date and

fiscal

2024”.

(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 December 31,

2024

(As

restated)

(A)

% of total

2023

(As restated)

(A)

% change

(As

restated)

(A)

% of

Operating Segment

ZAR ’000

total

Consolidated revenue:

Merchant

(A)

2,600,561

82%

2,194,260

81%

19%

Consumer

410,687

13%

312,767

12%

31%

Enterprise

159,846

223,193

(28%)

Subtotal: Operating segments

3,171,094

13%

2,730,220

12%

16%

Eliminations

(15,336)

87%

(35,714)

88%

(57%)

Total

consolidated revenue

(A)

3,155,758

100%

2,694,506

100%

17%

Group Adjusted EBITDA:

Merchant

(1)(2)

185,108

87%

140,429

84%

32%

Consumer

(1)(2)

77,488

37%

48,233

29%

61%

Enterprise

(2)

(537)

16,779

10%

Group costs

(50,265)

(24%)

(37,663)

(23%)

33%

Group Adjusted EBITDA (non-

GAAP)

(3)

211,794

100%

167,778

100%

26%

Revenue

has

been

restated

and

increased

ZAR

526.6

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 0.1

million, respectively,

for the second quarter

of fiscal 2025. Segment

Adjusted EBITDA for

Merchant includes retrenchment

costs of

ZAR 0.1 million and Consumer includes retrenchment costs of ZAR 1.3 million

for the three months ended December 31, 2023.

(2) Lease expenses which were previously presented

on a separately line in

fiscal 2024 are now included in Merchant,

Consumer

and Enterprise 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 the inclusion of Adumo, a higher volume of value-added services provided (prepaid

airtime “Pinless Airtime”

and gaming)

and an increase

in low margin

prepaid airtime sales

(“Pinned airtime”).

In ZAR, the

increase

in Segment

Adjusted EBITDA

is primarily

due to

the inclusion

of Adumo,

which was

partially offset

by higher

operating expenses

incurred,

especially

employment-related

expenditures,

to expand

our

offering.

recorded

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 for the

second quarter of fiscal 2025 and 2024 was 7.1% and 6.4%, respectively.

Consumer

Segment

revenue

increased

primarily

due

to higher

transaction

fees

generated

from

the higher

EPE

account holders

base,

increase

certain

issuing

fee

base

prices

and

transaction

activity

our

issuing

business,

insurance

premiums

collected,

lending

revenues following an increase in loan originations and the inclusion of

Adumo. This increase in revenue has translated into

improved

profitability, which was partially offset by a higher allowance for credit losses following an increase in loan originations in December

2024, higher insurance-related claims, interest

expense (of approximately ZAR 13.6

million) incurred to fund

our lending book,

higher

computer software license costs, and the year-over-year impact of inflationary increases on certain expenses. As noted during the first

quarter of fiscal 2025, we intend to obtain a separate lending facility to fund a portion of our lending during fiscal 2025. We

expected

to have this facility in place on July 1, 2024, however, we have been unable to finalize terms as the separate lending facility will form

part

broader

refinancing

the

Company’s

facilities.

Therefore,

have

included

intercompany

interest

expense

our

Consumer Segment Adjusted EBITDA for the second quarter

of fiscal 2025 compared with the second quarter of fiscal 2024.

Our Segment Adjusted EBITDA margin for the

second quarter of fiscal 2025 and 2024 was 18.9%

and 15.4%, respectively.

Enterprise

Segment revenue

decreased primarily

due to

fewer ad

hoc hardware

sales as well

as lower

revenue generated

from the

sale of

prepaid airtime vouchers.

In ZAR, the

significant decrease in Segment Adjusted

EBITDA is primarily due

to the impact of

fewer sales.

Our Segment Adjusted

(loss) EBITDA margin

for the second

quarter of fiscal

2025 and 2024

was (0.35)% and

7.5%, 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,

travel, audit, consulting and legal fees.

First half of fiscal 2025 compared to first half of fiscal 2024

The following

factors had a

significant impact on

our results of

operations during

the first half

of fiscal 2025

as compared with

the same period in the prior year:

●

Higher

revenue:

Our

revenues increased

0.0%

in ZAR,

primarily

due

to the

inclusion

of Adumo,

higher

Pinned Airtime

sales, an increase in value-added services activity in Merchant, as well as higher transaction, insurance and lending revenues

in Consumer,

which was partially offset by a lower contribution from Enterprise;

●

Operating income decrease, before transaction costs:

Operating income, before Adumo-related transaction costs, decreased

primarily

due

increased

costs

and

the

increase

amortization

acquisition-related

intangible

assets

the

acquisition of Adumo, which was partially offset by contribution

from Adumo from October 1, 2024;

●

Non-cash fair value adjustment related to equity securities:

We recorded a non

-cash fair value loss of $33.7 million during

the first half of fiscal 2025 related to our investment in MobiKwik;

●

Higher net interest charge:

Net interest charge increased to $9.9 million (ZAR 177.5

million) from $8.8 million (ZAR 164.3

million) primarily due to higher

overall borrowings, which was partially

offset by an increase in

interest received as a result

of the inclusion of Adumo; and

●

Foreign exchange movements:

The U.S. dollar was

5% weaker against the

ZAR during the first

half of fiscal 2025

compared

to the prior period, which adversely 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 8

In United States Dollars

Six months ended December 31,

2024

2023

(As restated)

(A)

(As restated)

(A)

$ ’000

change

Revenue

329,784

279,982

18%

Cost of goods sold, IT processing, servicing and support

249,605

221,756

13%

Selling, general and administration

63,246

44,056

44%

Depreciation and amortization

14,499

11,669

24%

Transaction costs related to Adumo acquisition

1,702

Operating income

732

2,501

(71%)

Change in fair value of equity securities

(33,731)

Loss on disposal of equity-accounted investments

161

Reversal of allowance for EMI doubtful debt receivable

250

Interest income

1,307

934

40%

Interest expense

11,206

9,731

15%

Loss before income tax (benefit) expense

(43,059)

(6,046)

612%

Income tax (benefit) expense

(6,334)

950

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

(36,725)

(6,996)

425%

Income (Loss) from equity-accounted investments

(1,362)

Net loss

(36,648)

(8,358)

338%

Less net income attributable to non-controlling interest

Net loss attributable to us

(36,676)

(8,358)

339%

(A) Revenue and cost of goods sold, IT

processing, servicing and support for the six months

ended December 31, 2024, have been restated

and

increased by $37.4 million to correct the misstatements discussed in Note 1 to the unaudited condensed consolidated statement of operations.

Table 9

In South African Rand

Six months ended December 31,

2024

2023

(As restated)

(A)

(As restated)

(A)

ZAR ’000

change

Revenue

5,912,635

5,232,165

13%

Cost of goods sold, IT processing, servicing and support

4,475,497

4,144,195

Selling, general and administration

1,133,433

823,304

38%

Depreciation and amortization

259,746

218,029

19%

Transaction costs related to Adumo acquisition

29,997

Operating income

13,962

46,637

(70%)

Change in fair value of equity securities

(614,710)

Loss on disposal of equity-accounted investments

2,886

Reversal of allowance for EMI doubtful debt receivable

4,741

Interest income

23,403

17,448

34%

Interest expense

200,908

181,758

11%

Loss before income tax (benefit) expense

(781,139)

(112,932)

592%

Income tax (benefit) expense

(115,552)

17,670

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

(665,587)

(130,602)

410%

Income (Loss) from equity-accounted investments

1,366

(25,852)

Net loss

(664,221)

(156,454)

325%

Less net income attributable to non-controlling interest

496

Net loss attributable to us

(664,717)

(156,454)

325%

(A) Revenue and cost of goods sold, IT

processing, servicing and support for the six months

ended December 31, 2024, have been restated

and

increased by ZAR 667.7 million to correct the misstatements discussed in Note 1 to the unaudited condensed consolidated statement of operations.

Revenue increased by $49.8 million (ZAR 680.5

million), or 17.8% (in ZAR, 13.0%), primarily due

to the inclusion of Adumo,

an increase in the volume

of value-added services provided (Pinless

Airtime and gaming), an increase in

certain issuing fee base

prices

and

transaction activity

in our

issuing business,

higher Pinned

Airtime sales,

and an

increase in

insurance premiums

collected and

lending revenues following higher loan originations.

Cost of

goods sold,

IT processing,

servicing and

support increased

by $27.8

million (ZAR

331.3

million )

or 12.6%)

(8.0%),

primarily due to

the inclusion of

Adumo, higher commissions

paid related to

VAS

revenue generated,

an increase in

costs related to

Pinned Airtime sales, higher insurance-related claims and third-party

transaction fees.

Selling, general

and administration

expenses increased

by $19.2

million (ZAR

310.1 million),

or 43.6%

(in ZAR

37.7%). The

increase was primarily due to the inclusion of Adumo; higher employee-related expenses (including annual bonuses and

annual salary

increases); higher stock-based

compensation charges,

consulting fees, audit

fees, and travel expenses;

and the year-over-year

impact

of inflationary increases on certain expenses.

Depreciation and amortization

expense increased by $2.8

million (ZAR 41.7 million),

or 24.3% (19.1%). The

increase was due

the

inclusion

acquisition-related

intangible

asset

amortization

intangible

assets

identified

pursuant

the

Adumo

acquisition and 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 half

of fiscal 2025

and 2024 was

0.2% and 0.9%,

respectively.

discuss the

components of operating loss margin under “—Results of operations

by operating segment.”

The change in fair value of

equity securities of $33.7 million during

the first half of fiscal 2025 represents

a non-cash fair value

adjustment loss related to MobiKwik. We did not record any changes in the fair value of equity interests in MobiKwik during the first

half of fiscal

2024, or any fair

value adjustments for

Cell C during

the first half of

fiscal 2025 or

2024, respectively.

continue to

carry our investment in Cell C at $0 (zero).

We recorded a loss of $0.2

million related to the change in

our investment in an equity security

recorded under the equity method

to consolidation during fiscal 2025. Refer

to Note 2 to our consolidated financial statements

for additional information regarding

this

loss.

Interest on surplus cash increased to $1.3 million (ZAR 23.4 million) from $0.9 million (ZAR 17.4 million), primarily due to the

inclusion of Adumo and higher overall average cash balances on deposit during

the first half of fiscal 2025 compared with 2024.

Interest expense

increased to

$11.2

million from

$9.7 million

and, in

ZAR, decreased

to ZAR

200.9 million

from ZAR

181.8

million. In ZAR, the increase was primarily as a result of higher overall borrowings during the first half of fiscal 2025 compared with

the comparable period

in the prior quarter,

which was partially offset

by 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.

Fiscal 2025 tax expense

was $(6.3) million (ZAR (115.6)

million) compared to $1.0

million (ZAR 17.7 million)

in fiscal 2024.

Our effective tax rate for fiscal 2025 was impacted by deferred tax impact related to the fair value adjustment to our equity securities,

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 half and its

annual results

during our fourth quarter. We sold our entire

remaining interest in Finbond

during the first

half of fiscal 2024.

The table below

presents

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

Table 10

Six months ended December 31,

2024

2023

$ %

$ ’000

change

Finbond

(1,445)

Share of net loss

(278)

Impairment

(1,167)

Other

(7%)

(1,362)

Results of operations by operating segment

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

loss are illustrated below:

Table 11

In United States Dollars

Six months ended December 31,

2024

(As

restated)

(A)

% of total

2023

(As restated)

(A)

% change

(As

restated)

(A)

% of

Operating Segment

$ ’000

total

Consolidated revenue:

Merchant

(A)

268,861

82%

229,243

82%

17%

Consumer

44,001

13%

32,287

12%

36%

Enterprise

20,815

21,388

(3%)

Subtotal: Operating segments

333,677

101%

282,918

102%

18%

Eliminations

(3,893)

(1%)

(2,936)

(2%)

33%

Total

consolidated revenue

(A)

329,784

100%

279,982

100%

18%

Group Adjusted EBITDA:

Merchant

(1)(2)

17,873

84%

14,407

85%

24%

Consumer

(1)(2)

8,738

41%

4,695

28%

86%

Enterprise

(1)(2)

331

1,706

10%

(81%)

Group costs

(5,769)

(27%)

(3,833)

(23%)

51%

Group Adjusted EBITDA (non-

GAAP)

(3)

21,173

100%

16,975

100%

25%

(A) Revenue has been restated and increased by $37.4

million to correct the misstatements discussed in Note 1 to the unaudited

condensed consolidated statement of operations.

(1)

Segment

Adjusted

EBITDA

Consumer

and

Segment

Adjusted

EBITDA

Enterprise

include

retrenchment

costs

$0.01

million

and

$0.00

million,

respectively,

for

the

first

half

fiscal

2025.

Segment

Adjusted

EBITDA

for

Merchant

includes

retrenchment costs of $0.2 million and Consumer includes retrenchment

costs of $0.2 million for the first half of fiscal 2024.

(2) Lease expenses which were previously presented

on a separately line in

fiscal 2024 are now included in Merchant,

Consumer

and Enterprise 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”.

Table 12

In South African Rand

Six months ended December 31,

2024

(As

restated)

(A)

% of total

2023

(As restated)

(A)

% change

(As

restated)

(A)

% of

Operating Segment

ZAR ’000

total

Consolidated revenue:

Merchant

(A)

4,820,601

82%

4,283,655

82%

13%

Enterprise

373,825

399,914

(7%)

Consumer

788,750

13%

603,396

12%

31%

Subtotal: Operating segments

5,983,176

101%

5,286,965

101%

13%

Eliminations

(70,541)

(1%)

(54,800)

(1%)

29%

Total

consolidated revenue

(A)

5,912,635

100%

5,232,165

100%

13%

Group Adjusted EBITDA:

Merchant

(1)(2)

320,618

84%

269,145

85%

19%

Enterprise

(1)(2)

6,031

31,973

10%

(81%)

Consumer

(1)(2)

156,169

41%

87,845

28%

78%

Group costs

(102,919)

(27%)

(71,643)

(23%)

44%

Group Adjusted EBITDA (non-

GAAP)

(3)

379,899

100%

317,320

100%

20%

(A)

Revenue

has

been

restated

and

increased

ZAR 667.7

million

correct

the

misstatements

discussed

Note

the

unaudited condensed consolidated statement of operations.

(1) Segment

Adjusted EBITDA

Consumer and

Segment Adjusted

EBITDA Enterprise

include retrenchment

costs of ZAR

0.1

million

and

ZAR

0.0

million,

respectively,

for

the

first

half

fiscal

2025.

Segment

Adjusted

EBITDA

for

Merchant

includes

retrenchment costs of ZAR 4.7 million and Consumer includes retrenchment costs of ZAR 2.8 million for the first half of fiscal 2024.

(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 the

inclusion of

Adumo, a

higher volume

of value-added

services provided

(Pinless

Airtime and gaming) and an increase in Pinned Airtime sales. In ZAR, the increase in Segment Adjusted EBITDA is primarily due to

the

inclusion

Adumo,

which

was

partially

offset

higher

operating

expenses

incurred,

especially

employment-related

expenditures, to expand our offering.

Our Segment

Adjusted EBITDA

margin

(calculated as

Segment Adjusted

EBITDA divided

by revenue)

for the

first half

fiscal 2025 and 2024 was 6.6% and 6.3%, respectively.

Consumer

Segment

revenue

increased

primarily

due

to higher

transaction

fees

generated

from

the higher

EPE

account holders

base,

increase

certain

issuing

fee

base

prices

and

transaction

activity

our

issuing

business,

insurance

premiums

collected,

lending

revenues following an increase in loan originations and the inclusion of

Adumo. This increase in revenue has translated into improved

profitability, which was partially offset by a higher allowance for credit losses following an increase in loan originations in December

2024, higher insurance-related claims, interest

expense (of approximately ZAR 28.5

million) incurred to fund

our lending book, higher

computer

software

license

costs,

and

the

year-over-year

impact

inflationary

increases

certain

expenses.

As discussed

our

commentary

for

the

second

quarter

of fiscal

2025,

have included

an intercompany

interest expense

in our

Consumer

Segment

Adjusted EBITDA for first half of fiscal 2025 compared with the first half

of fiscal 2024.

Our Segment Adjusted EBITDA margin for the

first half of fiscal 2025 and 2024 was 19.9% and 14.5%, respectively.

Enterprise

Segment revenue

decreased primarily

due to

fewer ad

hoc hardware

sales as well

as lower

revenue generated

from the

sale of

prepaid airtime vouchers.

In ZAR, the significant decrease in Segment Adjusted EBITDA is primarily due

to the impact of few sales.

Our Segment Adjusted EBITDA margin for the first half

of fiscal 2025 and 2024 was 1.6% and 8.0%, respectively.

Group costs

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, audit, consulting and

legal fees.

Presentation of Merchant, Consumer and Enterprise by segment for fiscal 2025 to date and fiscal 2024

The

tables

below

present

Merchant,

Consumer

and

Enterprise

revenue

and

EBITDA

for

fiscal

2025

date

and

fiscal 202

including lease charges, as well as the U.S. dollar/ ZAR exchange

rates applicable per fiscal quarter and year:

Table 13

Fiscal 2025 (as restated)

In United States dollars

Quarter 1

Quarter 2

F2025

$ ’000

Revenue

Merchant

(A)

123,652

145,209

268,861

Consumer

21,072

22,929

44,001

Enterprise

11,882

8,933

20,815

Subtotal: Operating segments

156,606

177,071

333,677

Eliminations

(3,038)

(855)

(3,893)

Total

consolidated revenue

(A)

153,568

176,216

329,784

Group Adjusted EBITDA:

Merchant

7,554

10,319

17,873

Consumer

4,396

4,342

8,738

Enterprise

362

(31)

331

Group costs

(2,949)

(2,820)

(5,769)

Group Adjusted EBITDA (non-GAAP)

9,363

11,810

21,173

Income and expense items: $1 = ZAR

17.72

17.85

17.80

(A) Revenue for the first quarter, second quarter and year to

date of fiscal 2025 have been restated

and increased by $8.0 million,

$29.4 million and

$37.4 million, respectively, to correct

the misstatements discussed

in Note 1

to the

unaudited condensed consolidated

statement of operations.

Table 14

Fiscal 2024

In United States dollars

Quarter 1

Quarter 2

Quarter 3

Quarter 4

F2024

$ ’000

Revenue

Merchant

112,061

117,182

111,801

118,746

459,790

Consumer

15,580

16,707

17,904

19,020

69,211

Enterprise

9,467

11,921

11,322

14,187

46,897

Subtotal: Operating segments

137,108

145,810

141,027

151,953

575,898

Eliminations

(1,019)

(1,917)

(2,833)

(5,907)

(11,676)

Total

consolidated revenue

136,089

143,893

138,194

146,046

564,222

Group Adjusted EBITDA:

Merchant

6,910

7,497

7,420

7,343

29,170

Consumer

2,120

2,575

3,757

4,227

12,679

Enterprise

815

891

725

500

2,931

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

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

disposal

equity-accounted

investments,

change

fair

value

equity

securities),

(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

acquisitions

and

transactions

consummated

ultimately

not

pursued.

The table below presents the reconciliation between GAAP net loss attributable

to Lesaka to Group Adjusted EBITDA:

Table 15

Three months ended

December 31,

Six months ended

December 31,

2024

2023

2024

2023

$ ’000

Loss attributable to Lesaka - GAAP

(32,134)

(2,707)

(36,676)

(8,358)

Less net income attributable to non-controlling interest

(28)

Net loss

(32,106)

(2,707)

(36,648)

(8,358)

(Earnings) loss from equity accounted investments

(50)

(43)

(77)

1,362

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

(32,156)

(2,750)

(36,725)

(6,996)

Income tax (benefit) expense

(6,412)

686

(6,334)

950

Loss before income tax expense

(38,568)

(2,064)

(43,059)

(6,046)

Interest expense

6,174

4,822

11,206

9,731

Interest income

(721)

(485)

(1,307)

(934)

Reversal of allowance for doubtful EMI loan receivable

(250)

Net loss on disposal of equity-accounted investment

161

Change in fair value of equity securities

33,731

Operating income

777

2,273

732

2,501

PPA amortization

(amortization of acquired intangible assets)

4,867

3,592

8,614

7,200

Depreciation and amortization

3,356

2,221

5,885

4,469

Stock-based compensation charges

2,644

1,804

5,021

3,563

Interest adjustment

(757)

(1,588)

Once-off items

(1)

488

(816)

2,293

(738)

Unrealized loss (gain) FV for currency adjustments

435

(122)

216

(20)

Group Adjusted EBITDA - Non-GAAP

11,810

8,952

21,173

16,975

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

items for the periods presented:

Table 16

Three months ended

December 31,

Six months ended

December 31,

2024

2023

2024

2023

$ ’000

Transaction costs

684

102

787

180

Transaction costs related to Adumo acquisition

1,702

Indirect taxes provision release

(196)

Income recognized related to closure of legacy businesses

(952)

Total once-off

items

488

(816)

2,293

(738)

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.

Indirect tax

provision release

relates to

the reversal

of a

non-recurring indirect

tax provision

created in

fiscal 2023

which was

resolved

fiscal

2025

following

settlement

the

matter

with

the

tax

authority.

Income

recognized

closure

legacy

businesses represents

(i) gains

recognized

related to

the release

of the

foreign currency

translation reserve

on deconsolidation

of a

subsidiaries and

(ii) costs

incurred related

to subsidiaries

which we

are in

the process

of deregistering/

liquidation and

therefore we

consider these costs non-operational and ad hoc in nature.

Liquidity and Capital Resources

As of December 31, 2024, our cash and cash

equivalents were $60.6 million and comprised of U.S. dollar-denominated balances

of $3.1 million,

ZAR-denominated balances of

ZAR 961.0 million

($55.9 million), and

other currency deposits,

primarily Botswana

pula, of $1.6

million, all amounts

translated at exchange

rates applicable as

of December 31,

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

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 to Note

12 to our

consolidated financial

statements for

the year ended

June 30, 2024,

as well as

Note 9 to

these condensed consolidated financial statements for additional

information related to our borrowings.

Available short-term

borrowings

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

December 31, 2024:

Table 17

RMB GBF

RMB Indirect

RMB Connect

Nedbank

$ ’000

ZAR ’000

$ ’000

ZAR ’000

$ ’000

ZAR ’000

$ ’000

ZAR ’000

Total

short-term facilities

available, comprising:

Total overdraft

48,594

915,000

14,339

270,000

Indirect and derivative

facilities

(1)

7,170

135,000

8,314

156,556

Total

short-term facilities

available

48,594

915,000

7,170

135,000

14,339

270,000

8,314

156,556

Utilized short-term

facilities:

Overdraft

40,086

762,382

11,066

208,364

Indirect and derivative

facilities

(1)

1,758

33,095

112

2,106

Total

short-term facilities

available

40,086

762,382

1,758

33,095

11,066

208,364

112

2,106

Interest

rate, based

on South

African prime rate

13.05%

N/A

11.15%

N/A

(1) 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

3.6

billion

($188.7

million

translated

exchange

rates

December 31, 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

March

2023

include

ZAR 200

million

revolving

credit

facility.

have

utilized

ZAR

199.0

million of this facility as of December 31, 2024. 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 December 31, 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

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.

On December 10, 2024, we obtained a ZAR 250.0 million general banking facility from RMB which is repayable in full by

the end of February 2025. We have included

additional information regarding this general banking facility under available short-term

borrowings.

Restricted cash

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 December 31, 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

Second quarter

Net cash

used operating

activities during

the second

quarter of

fiscal 2025

was $9.2 million

(ZAR 163.6

million) compared

net cash provided

by operating activities

of $0.6 million

(ZAR 10.9 million)

during the second

quarter of fiscal

Excluding the

impact of

income taxes,

our cash

used in

operating activities

during the

second quarter

of fiscal

2025 includes

cash utilized

for the

significant net

growth in our

Consumer finance

loans receivable book,

which was partially

offset by

was positively impacted

by the

contribution from our Merchant and Consumer businesses.

During the second

quarter of fiscal

2025, we paid

first provisional South

African tax payments

of $3.1 million

(ZAR 56.3 million)

related to our 2025. We also paid taxes

totaling $0.1 million in other tax

jurisdictions, primarily in Botswana during the

second quarter

of fiscal 2025.

During the second

quarter of fiscal

2024, we paid

first provisional South

African tax payments

of $2.7 million

(ZAR

49.5 million) related

to our 2024 tax

year and South

African tax payments

related to prior years

of $0.07 million

(ZAR 1.3 million).

We also paid taxes totaling

0.1 million in other tax jurisdictions, primarily in Botswana.

Taxes paid (refunded)

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

Table 18

Three months ended December 31,

2024

2023

2024

2023

ZAR

‘000

First provisional payments

3,088

2,662

56,264

49,516

Taxation paid related

to prior years

1,660

1,328

Total South African

taxes paid

3,181

2,731

57,924

50,844

Foreign taxes paid

1,332

1,409

Total

tax (refund) paid

3,253

2,806

59,256

52,253

First half

Net cash

used operating

activities during

the first

half of

fiscal 2025

was $13.3

million (ZAR

236.7 million)

compared to

net

cash provided by operating

activities of $4.0 million

(ZAR 74.0 million) during

the first half of

fiscal 2024. Excluding

the impact of

income

taxes,

our

cash

used

operating

activities

during

the

first

half

fiscal

2025

includes

cash

utilized

for

the

settlement

working capital movements within our Merchant and Enterprise

businesses related to quarter-end transaction processing activities and

which

were

settled

the

following

week

(our

fourth

quarter

fiscal

2024

closed

Sunday),

and

the

net

growth

our

the

significant net

growth in our

Consumer finance

loans receivable book,

which was partially

offset by

was positively impacted

by the

contribution from Merchant and Consumer businesses.

During the

first half

of fiscal

2025, we

paid first

provisional South

African tax

payments of

$3.1 million

(ZAR 56.3

million)

related to our

also paid taxes

totaling $0.1 million

in other tax

jurisdictions, primarily

in Botswana during

the first half

fiscal

2025.

During

the

first

half

fiscal

2024,

paid

first

provisional

South

African

tax

payments

$2.7

million

(ZAR

49.5

million) related

to our 2024

tax year and

South African tax

payments related

to prior years

of $0.6

million (ZAR

12.2 million).

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

Taxes (refunded)

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

Table 19

Six months ended December 31,

2024

2023

2024

2023

ZAR

‘000

First provisional payments

3,088

2,662

56,264

49,516

Taxation paid related

to prior years

641

1,660

12,187

Tax refund received

(113)

(31)

(2,053)

(640)

Total South African

taxes paid

3,068

3,272

55,871

61,063

Foreign taxes paid

140

138

2,545

2,605

Total

tax paid

3,208

3,410

58,416

63,668

Cash flows from investing activities

Second quarter

Cash used in investing activities

for the second quarter of

fiscal 2025 included capital expenditures

of $6.3 million (ZAR 112.8

million), primarily

due to the

acquisition of

vaults and

POS devices.

During the

second quarter of

fiscal 2025,

we paid $4.0

million

related to acquisition of certain businesses, including Adumo.

Cash used in

investing activities

for the

second quarter

of fiscal 2024

included

capital expenditures

of $2.2

million (ZAR 41.1

million), primarily due

to the acquisition of

vaults and POS devices

During the second

quarter of fiscal

2024, we received proceeds

of $3.5 million related to the sale of remaining interest in Finbond and $0.25 million related to the second (and final) tranche from the

disposal of our entire equity interest in Carbon.

First half

Cash used in

investing activities for

the first half

of fiscal 2025

included capital expenditures

of $6.3 million

(ZAR 112.8 million),

primarily

due

the

acquisition

vaults

and

POS

devices.

During

the

first

half

fiscal

2025,

paid

$4.0

million

acquisition of certain businesses, including Adumo.

Cash used in investing activities for the

first half of fiscal 2024

included capital expenditures of $2.2 million

(ZAR 41.1 million),

primarily due to the acquisition of

vaults. During the first half of fiscal

2024, we received proceeds of $3.5

million related to the sale

of remaining

interest in

Finbond and

$0.25 million

to the

second (and

final) tranche

from the

disposal of

our entire

equity

interest in Carbon.

Cash flows from financing activities

Second quarter

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

African overdraft facilities to fund our ATMs

and our cash management business through Connect, and repaid

$4.5 million of those facilities. We utilized $12.9 million of our long-

term borrowings to

settle a

portion of the

Adumo purchase consideration,

pay certain transaction

expenses, repay Adumo’s borrowings,

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

repaid

$8.3

million

long-term

borrowings

accordance

with

our

repayment

schedule

and

paid

$7.2

million

settle Adumo’s

borrowings.

also paid

an origination

fee of

$0.4 million

to secure

additional borrowings

as well

as paid

dividends

to the

non-

controlling interest of $0.3 million.

During the second quarter of fiscal 2024,

we utilized $69.0 million from our South African overdraft facilities to

fund our ATMs

and our cash management business through Connect, and repaid

$66.0 million of those facilities. We utilized $8.6 million of our long-

term borrowings to fund

the acquisition of certain

capital expenditures and for

working capital requirements. We

repaid $3.2 million

long-term

borrowings

accordance

with

our

repayment

schedule

well

settle

portion

our

revolving

credit

facility

utilized. We

also paid $0.2

million to repurchase

shares from employees

in order for

the employees to

settle taxes due

related to the

vesting of shares of restricted stock.

First half

During the first half

of fiscal 2025, we

utilized $48.9 million from

our South African overdraft

facilities to fund our

ATMs

and

our

cash

management

business

through

Connect,

and

repaid

$4.5

million

those

facilities.

utilized

$12.9

million

our

borrowings to

settle a

portion of

the Adumo

purchase consideration,

pay certain

transaction expenses,

repay Adumo’s

borrowings,

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

repaid

$8.3

million

long-term

borrowings

accordance

with

our

repayment

schedule,

paid

$7.2

million

settle

Adumo’s

borrowings,

and settled

a portion

of our

revolving credit

facility utilized.

also paid

an origination

fee of

$0.4 million

to secure

additional borrowings as well as paid dividends to the non-controlling

interest of $0.3 million.

During the first half

of fiscal 2024, we

utilized $69.0 million from

our South African overdraft

facilities to fund our

ATMs

and

our cash

management business

through Connect,

and repaid

$66.0 million

of those

facilities. We

utilized $8.6

million of

our long-

term borrowings to fund

the acquisition of certain

capital expenditures and for

working capital requirements. We

repaid $3.2 million

long-term

borrowings

accordance

with

our

repayment

schedule

well

settle

portion

our

revolving

credit

facility

utilized. We

also paid $0.2

million to repurchase

shares from employees

in order for

the employees to

settle taxes due

related to the

vesting of shares of restricted stock.

Off-Balance Sheet Arrangements

We have no off

-balance sheet arrangements.

Capital Expenditures

expect

capital spending

for the

third 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 second

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 as of December 31, 2024, of $0.5 million. We expect

to 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 5 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 December 31, 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 December

31, 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

December 31, 2024,

are shown.

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

the best- or worst-case scenarios.

Table 20

As of December 31, 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

17,874

25,855

(1%)

23,390

The following table summarizes our

exchange-traded equity security with equity and

liquidity price risk as

of December 31, 2024.

The effects of a hypothetical 10% increase and a 10% decrease in market prices as of December 31, 2024, is also shown. The selected

10% hypothetical change does not reflect what could be

considered the best or worst case scenarios. Indeed, results

could be far worse

due both to the nature of equity markets and the liquidity risk associated with the

equity security.

Table 21

As of December 31, 2024

Fair value

($ ’000)

Hypothetical

price change

Estimated fair value

after hypothetical

change in price

($ ’000)

Percentage Increase

(Decrease) in

Shareholders’ Equity

Exchange-traded equity securities

42,566

10%

46,823

10%

38,309

(2%)

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

December 31, 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 December

31, 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 business

combination process,

specifically insufficient

risk assessment

and ineffective

design and

implementation of

controls

over the

purchase price

allocation of

the Adumo

and Recharger

acquisitions including

insufficient

controls over

information resulting in ineffective process level controls including a lack of validation of the completeness and accuracy

information used;

●

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 June 30,

2025 and a restatement for

each of the quarters

ended September 30, 2024,

December 31,

2024 and

March 31,

2025 of

our revenue

and cost

of goods

sold, IT

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

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

and six

months

ended December 31, 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

December

31, 2024,

our

disclosure

controls

and

procedures

were

not

effective

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

December 31,

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 and Recharger’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 and

on March

5, 2025,

we announced

the closing

of our

ZAR 503.4

million ($27.0

million) investment

to acquire

a 100%

interest in

Recharger.

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

retaining

and

integrating

personnel,

including

Adumo

and

Recharger’s

key

employees and management team. The services of some of these individuals will be important to the continued growth and success of

Adumo and Recharger’s business and to our ability to integrate those

businesses 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 and Recharger’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

December 31, 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

and

six

months

ended

December

31,

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 of December 31, 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 and six months ended December 31, 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 2. Unregistered Sales of Equity Securities and

Use of Proceeds

February

2020,

our

board

directors

approved

the

replenishment

our

existing

repurchase

authorization

repurchase up to an aggregate of $100 million of common stock. The authorization

has no expiration date.

The table

below presents

information relating

to purchases

of shares

of our

common stock

during the

second quarter

of fiscal

2025:

Table 22

(a)

(b)

(c)

(d)

Period

Total

number

of shares

purchased

Average price

paid per share

(US dollars)

Total

number of shares

purchased as part of publicly

announced plans or

programs

Maximum dollar value of

shares that may yet be

purchased under the plans

or programs

Oct 1, 2024 - Oct 31, 2024

(1)

2,601,410

4.59

100,000,000

Nov 1, 2024 - Nov 30, 2024

(2)

61,821

4.96

100,000,000

Dec 1, 2024 - Dec 31, 2024

(2)

70,326

4.99

100,000,000

Total

2,733,557

(1)

Relates to

the repurchase

2,601,410

shares of

our

common

stock from

Crossfin

Holdings

(RF)

Proprietary

Limited

connection with our acquisition of Adumo. These shares do not reduce

the repurchase authority under the share repurchase program.

(2) Relates to the delivery of 61,821 and 70,326 shares of our common stock in November and December, respectively,

to us by

certain

of our

employees to

settle their

income

tax liabilities.

These shares

do not

reduce the

repurchase

authority under

the

repurchase program.

Other than as

reported in a

Current Report on

Form 8-K, we

did not

sell any

securities that

were not registered

under the Securities

Act during the second quarter of fiscal 2025.

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 December 31, 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

10.40

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

10-Q

10.41

November 6,

2024

10.42

First Addendum to the Facility Letter dated December 10,

2024 between Lesaka Technologies (Proprietary) Limited

and FirstRand Bank Limited (acting through its Rand

Merchant Bank division)

8-K

10.1

December 10,

2024

10.43#

Amended & Restated Policy Agreement, dated October 28,

2024, among Lesaka Technologies, Inc. and the IFC

Investors

10.44

Trust Deed of the Lesaka Employee Share Trust entered

into between Lesaka Technologies, Inc. and Nomaxabiso

Norma Teyise and Zwelethu Masinga

14A

October 2, 2024

10.45

Relationship Agreement between Lesaka Technologies,

Inc. and the Trustees for the time being of the Lesaka

Employee Share Trust

14A

October 2, 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 December 31, 2024 filed with the SEC on February

5, 2025.

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 December 31,

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 December 31,

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

December 31,

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