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

March 31, 2025

☐

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 May 5,

2025 (the latest

practicable date),

81,249,400

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 March 31, 2025, as originally filed with the Securities and Exchange Commission (the

“SEC”) on May 7, 2025 (the “Original Filing”).

On September 10, 2025, we 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 nine months ended March 31, 2025, 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 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 December 31, 2024, originally filed with the SEC on February 5, 2025.

Internal Control Considerations

Management has reassessed its evaluation of the effectiveness of its internal control over financial reporting as of March 31, 2025, 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 March 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 May 7, 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 March 31, 2025 and June 30,

2024

Unaudited Condensed Consolidated Statements of Operations for the three and nine

months ended March 31, 2025 (as restated) and 2024

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

three and nine months ended March 31, 2025 and 2024

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

nine months ended March 31, 2025 and 2024

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

months ended March 31, 2025 and 2024

Notes to Unaudited Condensed Consolidated Financial Statements

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 46

EXHIBIT 47

EXHIBIT 48

EXHIBIT 49

EXHIBIT 50

EXHIBIT 51

EXHIBIT 52

EXHIBIT 53

EXHIBIT 54

EXHIBIT 55

EXHIBIT 56

Part I. Financial information

Item 1. Financial Statements

LESAKA TECHNOLOGIES, INC.

Unaudited Condensed Consolidated Balance Sheets

March 31,

June 30,

2025

2024

(A)

(In thousands, except share data)

ASSETS

CURRENT ASSETS

Cash and cash equivalents

71,008

59,065

Restricted cash related to ATM funding

and credit facilities (Note 9)

115

6,853

Accounts receivable, net and other receivables (Note 3)

36,127

36,667

Finance loans receivable, net (Note 3)

61,261

44,058

Inventory (Note 4)

18,838

18,226

Total current assets before settlement assets

187,349

164,869

Settlement assets

25,093

22,827

Total current assets

212,442

187,696

PROPERTY,

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

46,056

June:

49,762

42,554

31,936

OPERATING LEASE RIGHT-OF-USE (Note 17)

9,447

7,280

EQUITY-ACCOUNTED INVESTMENTS

(Note 6)

199

206

GOODWILL (Note 7)

209,836

138,551

INTANGIBLE ASSETS, NET (Note 7)

142,158

111,353

DEFERRED INCOME TAXES

6,788

3,446

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

25,774

77,982

TOTAL ASSETS

649,198

558,450

LIABILITIES

CURRENT LIABILITIES

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

6,737

Short-term credit facilities (Note 9)

23,550

9,351

Accounts payable

15,149

16,674

Other payables (Note 10)

57,649

56,051

Operating lease liability - current (Note 17)

3,814

2,343

Current portion of long-term borrowings (Note 9)

28,088

15,719

Income taxes payable

2,438

654

Total current liabilities before settlement obligations

130,688

107,529

Settlement obligations

24,327

22,358

Total current liabilities

155,015

129,887

DEFERRED INCOME TAXES

37,367

38,128

OPERATING LEASE LIABILITY - LONG TERM (Note 17)

6,133

5,087

LONG-TERM BORROWINGS (Note 9)

166,612

127,467

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

3,093

2,595

TOTAL LIABILITIES

368,220

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 - March:

81,278,900

June:

64,272,243

103

PREFERRED STOCK

Authorized shares:

50,000,000

with $

0.001

par value;

Issued and outstanding shares, net of treasury:

March:

June:

ADDITIONAL PAID-IN-CAPITAL

424,912

343,639

TREASURY SHARES, AT

COST: March:

29,700,666

June:

25,563,808

(297,476)

(289,733)

ACCUMULATED OTHER

COMPREHENSIVE LOSS (Note 12)

(193,799)

(188,355)

RETAINED EARNINGS

251,489

310,223

TOTAL LESAKA EQUITY

185,229

175,857

NON-CONTROLLING INTEREST

6,792

TOTAL EQUITY

192,021

175,857

TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND SHAREHOLDERS’ EQUITY

649,198

558,450

(A) – 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

Nine months ended

March 31,

2025

2024

2025

2024

restated

(A)

restated

(A)

(In thousands, except per share

data)

(In thousands, except per share

data)

REVENUE (Note 16)

161,450

138,194

491,234

418,176

EXPENSE

Cost of goods sold, IT processing, servicing and support

117,013

107,854

366,618

329,610

Selling, general and administration

34,217

23,124

97,213

67,146

Depreciation and amortization

8,429

5,791

22,928

17,460

Transaction costs related to Adumo and Recharger acquisitions and

certain compensation costs (Note 2)

1,222

631

3,174

665

OPERATING INCOME

569

794

1,301

3,295

CHANGE IN FAIR VALUE

OF EQUITY SECURITIES (Note 5 and 6)

(20,421)

(54,152)

LOSS ON DISPOSAL OF EQUITY-ACCOUNTED INVESTMENT

(Note 6)

161

REVERSAL OF ALLOWANCE FOR

DOUBTFUL EMI DEBT

RECEIVABLE

250

INTEREST INCOME

645

628

1,952

1,562

INTEREST EXPENSE

5,777

4,581

16,983

14,312

LOSS BEFORE INCOME TAX (BENEFIT) EXPENSE

(24,984)

(3,159)

(68,043)

(9,205)

INCOME TAX (BENEFIT) EXPENSE (Note 19)

(2,934)

931

(9,268)

1,881

NET LOSS BEFORE EARNINGS (LOSS) FROM EQUITY-

ACCOUNTED INVESTMENTS

(22,050)

(4,090)

(58,775)

(11,086)

EARNINGS (LOSS) FROM EQUITY-ACCOUNTED INVESTMENTS

(Note 6)

(1,319)

NET LOSS

(22,038)

(4,047)

(58,686)

(12,405)

LESS NET INCOME ATTRIBUTABLE

TO NON-CONTROLLING

INTEREST

NET LOSS ATTRIBUTABLE

TO LESAKA

(22,058)

(4,047)

(58,734)

(12,405)

Net loss per share, in United States dollars

(Note 14):

Basic loss attributable to Lesaka shareholders

(0.27)

(0.06)

(0.81)

(0.20)

Diluted loss attributable to Lesaka shareholders

(0.27)

(0.06)

(0.81)

(0.20)

(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

Nine months ended

March 31,

2025

2024

2025

2024

(In thousands)

Net loss

(22,038)

(4,047)

(58,686)

(12,405)

Other comprehensive income (loss), net of taxes

Movement in foreign currency translation reserve

6,346

(5,718)

(5,860)

(450)

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

income (loss), net of

taxes

6,346

(5,718)

(5,854)

630

Comprehensive loss

(15,692)

(9,765)

(64,540)

(11,775)

Less comprehensive loss attributable to non-

controlling interest

(196)

362

Comprehensive loss attributable to Lesaka

(15,888)

(9,765)

(64,178)

(11,775)

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 March 31, 2024 (dollar amounts in thousands)

Balance – January 1, 2024

89,738,784

(25,295,261)

(288,436)

64,443,523

339,149

319,305

(189,378)

180,723

79,429

Shares repurchased (Note 13)

(2,511)

(9)

(2,511)

(9)

Restricted stock granted (Note 13)

65,525

Exercise of stock options (Note 13)

15,832

Stock-based compensation charge

(Note 13)

2,202

Reversal of stock-based compensation

charge (Note 13)

(55,539)

(112)

Stock-based compensation charge

related to equity-accounted investment

(Note 6)

Net loss

(4,047)

Other comprehensive loss (Note 12)

(5,718)

Balance – March 31, 2024

89,764,602

(25,297,772)

(288,445)

64,466,830

341,287

315,258

(195,096)

173,087

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 nine months ended March 31, 2024 (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)

(53,486)

(207)

(53,486)

(207)

Restricted stock granted (Note 13)

934,521

Exercise of stock options (Note 13)

23,217

Stock-based compensation charge

(Note 13)

5,782

Reversal of stock-based compensation

charge (Note 13)

(77,668)

(129)

Stock-based compensation charge

related to equity-accounted investment

(133)

Net loss

(12,405)

Other comprehensive loss (Note 12)

630

Balance – March 31, 2024

89,764,602

(25,297,772)

(288,445)

64,466,830

341,287

315,258

(195,096)

173,087

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 March 31, 2025 (dollar amounts in thousands)

Balance – January 1, 2025

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

Shares issued (Note 2 and Note 11)

2,490,000

(2)

Shares repurchased (Note 13)

(2,495,662)

(27)

(2,495,662)

(27)

Gain recognized related to issue of

shares included in treasury shares

(Note 2)

1,092,361

4,870

1,092,361

408

5,278

Restricted stock granted (Note 13)

81,500

Exercise of stock options (Note 13)

19,331

Stock-based compensation charge

(Note 13)

2,531

Reversal of stock-based compensation

charge (Note 13)

(67,922)

(34)

Net loss

(22,058)

(22,038)

Dividends paid to non-controlling

interest

(131)

Other comprehensive loss (Note 12)

6,170

176

6,346

Balance – March 31, 2025

110,979,566

103

(29,700,666)

(297,476)

81,278,900

424,912

251,489

(193,799)

185,229

6,792

192,021

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 nine months ended March 31, 2025 (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)

19,769,803

73,237

73,256

9,528

Shares repurchased (Note 13)

(5,229,219)

(12,613)

(5,229,219)

(12,613)

Gain recognized related to issue of

shares included in treasury shares

(Note 2)

1,092,361

4,870

1,092,361

408

5,278

Restricted stock granted

1,445,610

Exercise of stock options (Note 13)

36,345

110

111

Stock-based compensation charge

(Note 13)

7,563

Reversal of stock-based compensation

charge (Note 13)

(108,243)

(45)

Adumo non-controlling interest

acquired (Note 2)

7,586

Net loss

(58,734)

(58,686)

Dividends paid to non-controlling

interest

(432)

Other comprehensive loss (Note 12)

(5,444)

(410)

(5,854)

Balance – March 31, 2025

110,979,566

103

(29,700,666)

(297,476)

81,278,900

424,912

251,489

(193,799)

185,229

6,792

192,021

88,957

See Notes to Unaudited Condensed Consolidated Financial

Statements

LESAKA TECHNOLOGIES, INC.

Unaudited Condensed Consolidated Statements of Cash Flows

Three months ended

Nine months ended

March 31,

2025

2024

2025

2024

(In thousands)

Cash flows from operating activities

Net loss

(22,038)

(4,047)

(58,686)

(12,405)

Depreciation and amortization

8,429

5,791

22,928

17,460

Movement in allowance for doubtful accounts receivable

1,679

843

5,699

3,532

Fair value adjustment related to financial liabilities

105

(49)

(159)

(919)

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

161

(Earnings) Loss from equity-accounted investments

(12)

(43)

(89)

1,319

Movement in allowance for doubtful loans to equity-accounted investments

(250)

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

20,421

54,152

Profit on disposal of property, plant and equipment

(12)

(89)

(53)

(288)

Movement in interest payable

2,886

1,054

6,443

1,245

Facility fee amortized

220

381

Stock-based compensation charge (Note 13)

2,497

2,090

7,518

5,653

Dividends received from equity-accounted investments

Decrease (Increase) in accounts receivable

10,820

5,687

6,525

(9,815)

Increase in finance loans receivable

(11,819)

(3,720)

(21,734)

(7,097)

Decrease (Increase) in inventory

9,415

5,000

3,966

5,506

(Decrease) Increase in accounts payable and other payables

(9,503)

6,463

(18,545)

20,566

Deferred consideration due to seller of Recharger included in accounts payable

and other payables (Note 2 and Note 10)

1,130

Increase in taxes payable

1,012

904

1,624

558

Decrease in deferred taxes

(4,430)

(810)

(13,804)

(2,404)

Net cash provided by (used in) operating activities

10,663

19,180

(2,639)

23,137

Cash flows from investing activities

Capital expenditures

(2,817)

(2,943)

(13,100)

(7,950)

Proceeds from disposal of property, plant and equipment

395

1,720

1,115

Acquisition of intangible assets

(1,673)

(54)

(2,274)

(236)

Acquisitions, net of cash acquired

(8,997)

(12,954)

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

3,508

Repayment of loans by equity-accounted investments

250

Net change in settlement assets

3,085

(3,088)

5,389

(14,368)

Net cash used in by investing activities

(10,007)

(5,690)

(21,219)

(17,681)

Cash flows from financing activities

Proceeds from bank overdraft (Note 9)

21,440

24,893

94,188

153,479

Repayment of bank overdraft (Note 9)

(50,458)

(43,380)

(85,998)

(172,221)

Long-term borrowings utilized (Note 9)

175,819

3,398

189,496

14,426

Repayment of long-term borrowings (Note 9)

(134,503)

(7,238)

(148,297)

(13,051)

Acquisition of treasury stock (Note 13)

(27)

(9)

(12,613)

(207)

Proceeds from exercise of stock options

110

Guarantee fee

(539)

(970)

Dividends paid to non-controlling interest

(131)

(432)

Net change in settlement obligations

(3,152)

2,469

(5,591)

13,362

Net cash provided by (used in) financing activities

8,508

(19,819)

29,893

(4,141)

Effect of exchange rate changes on cash and cash equivalents

1,222

(1,903)

(830)

(341)

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

10,386

(8,232)

5,205

974

Cash, cash equivalents and restricted cash – beginning of period

60,737

67,838

65,918

58,632

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

71,123

59,606

71,123

59,606

See Notes to Unaudited Condensed Consolidated Financial Statements

LESAKA TECHNOLOGIES, INC

Notes to the Unaudited Condensed Consolidated Financial Statements

for the three and nine months ended March 31, 2025 and 2024

(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 nine

months ended March 31, 2025 and

2024, are not necessarily indicative of

the results for the full year.

The Company believes that the

disclosures are adequate to make the information presented not misleading.

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

the

issuance

the

Company’s

unaudited

condensed

consolidated

financial

statements

for

the

three

and

nine

months ended March 31, 2025, 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 $

25.8

million and $

63.2

million in its unaudited condensed consolidated statement of operations

for the three and nine months ended March 31, 2025, respectively.

The correction of the

misclassification did not impact

the Company’s

basic and diluted loss per

share,

condensed consolidated

balance sheet

as of March

31, 2025,

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 nine months ended March 31, 2025.

The

tables

below

present

the

impact

the

restatement

the

Company’s

unaudited

condensed

consolidated

statement

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

Three months ended March 31, 2025

As previously

reported

Restatement

adjustment

restated

(in thousands)

Revenue

135,670

25,780

161,450

Cost of goods sold, IT processing, servicing and support

91,233

25,780

117,013

Nine months ended March 31, 2025

As previously

reported

Restatement

adjustment

restated

(in thousands)

Revenue

428,034

63,200

491,234

Cost of goods sold, IT processing, servicing and support

303,418

63,200

366,618

Basis

Presentation,

Restatement

Financial

Statement

and

Summary

Significant

Accounting

Policies

(continued)

Revision of Previously Issued Financial Statements

April

2025,

the

Company

identified

that

had

misclassified

certain

its

long-term

borrowings.

The

Company’s

CCC

Revolving Credit

Facility was

scheduled to

be repaid

in full

on November

2024, but

this has

been extended

to June

30, 2025.

The

Company incorrectly

classified amounts due

under its CCC

Revolving Credit

Facility as long-term

borrowings instead of

as current

portion of long-term borrowings

in its audited balance sheet

as of June 30, 2024.

The table below presents the

impact of the revision

of the Company’s financial statements

for the year ended June 30, 2024:

Condensed consolidated balance sheet

June 30, 2024

As previously

reported

Correction

Revised

(in thousands)

Current portion of long-term borrowings

3,878

11,841

15,719

Long-term borrowings

139,308

(11,841)

127,467

The correction of the

misclassification did not impact

the Company’s audited consolidated statements

of operations, consolidated

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

or consolidated statements of cash flows for

the

year

ended

June

30,

2024

and,

except

noted

above,

the

Company’s

audited

balance

sheet

June

30,

2024.

The

misclassification did

not affect compliance

with any debt

covenants. The Company

assessed the materiality

of this error and

change

in presentation on

prior period consolidated

financial statements in

accordance with SEC

Staff Accounting

Bulletin (“SAB”) No. 99

“Materiality” and SAB No. 108, “Considering

the Effects of Prior

Year Misstatements when Quantifying Misstatements in the Current

Year

Financial Statements.”

Based on this

assessment, the Company

has concluded

that previously issued

financial statements were

not materially misstated based upon overall considerations of both quantitative

and qualitative factors.

The effects of

both the restatement

relating to the

correction of the

misclassification of revenue

and the revision

relating to the

correction of the misclassification of long-term borrowings have

been corrected in all impacted tables and footnotes throughout these

condensed consolidated financial statements.

Recent accounting pronouncements adopted

In November 2023, the

Financial Accounting Standards

Board (“FASB”)

issued guidance regarding

Segment Reporting (Topic

280)

improve

reportable

segment

disclosure

requirements,

primarily

through

enhanced

disclosures

about

significant

segment

expenses. In addition, the

guidance enhances interim disclosure

requirements, clarifies circumstances in

which an entity can disclose

multiple

segment

measures

profit

loss,

provides

new

segment

disclosure

requirements

for

entities

with

single

reportable

segment, and contains

other disclosure requirements.

This guidance is effective

for the Company

beginning July 1,

2024 for its

year

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

quarter ended September 30, 2025).

Recent accounting pronouncements not yet adopted

as of March 31, 2025

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.

Basis of Presentation and Summary of Significant Accounting

Policies (continued)

Recent accounting pronouncements not yet adopted

as of March 31, 2025 (continued)

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 nine

months ended March 31, 2024.

The cash paid, net of

cash received

related to the Company’s acquisitions during

the nine months ended March 31, 2025, is summarized in the table below:

Total

Total cash paid

24,161

Less: cash acquired

11,207

Total cash paid, net

of cash received

12,954

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

the Adumo Payouts

business provides card

issuing

program management to corporate clients such as Anglo American and

Coca-Cola;

●

The Adumo ISV

business, known as

GAAP,

has operations in

South Africa, Botswana

and Kenya, and

clients in a further

countries, and is the leading provider of integrated point-of-sales software and hardware to the hospitality industry in 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).

Acquisitions (continued)

2025

Acquisitions (continued)

October 2024 acquisition of Adumo (continued)

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.

The Company

incurred transaction-related

expenditures of $

1.7

million during the

nine months ended

March 31, 2025,

to the acquisition of

Adumo. The Company’s

accruals presented in Note

10 of as March 31,

2025, includes an

accrual of transaction

expenditures

0.4

million

and

the

Company

does

not

expect

incur

any

further

significant

transaction

costs over

the

remainder of the 2025 fiscal year.

March 2025 acquisition of Recharger

On November 19,

2024, the Company,

through Lesaka SA,

entered into a

Sale of Shares Agreement

(the “Recharger

Purchase

Agreement”) with

Imtiaz Dhooma

(Recharger’s

former chief

executive officer)

and Ninety

Nine Proprietary

Limited (“the

Seller”).

Pursuant to

the Recharger

Purchase Agreement

and subject

to its

terms and

conditions, Lesaka,

through its

subsidiary,

Lesaka SA,

agreed to acquire, and the Seller agreed to sell, all of the outstanding equity interests in Recharger Proprietary Limited (“Recharger”).

The transaction closed on March 3, 2025.

At the same time, Recharger also entered into

independent contractor agreement with Recharger’s former chief executive officer

which has a

term of

months and requires

him, among other

things, to

support operational activities

of the Recharger

business, in

consultation with Company representatives, facilitate the handover process and

assist Recharger in transitioning ownership to Lesaka

SA, avail himself for important

customer and vendor meetings, attend

scheduled weekly management committee

meetings regarding

operational and

business activities of

the Recharger

business, and providing

support on an

ad-hoc basis to

Company representatives

with regard to operational matters and in facilitating the hand over,

as and when reasonably required.

This acquisition

will be

reported as

part of

the Company’s

Enterprise Division

and demonstrates

positive advancement

of the

Company’s

strategy

in its

Enterprise

Division.

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.

The

transaction

consideration per

the Recharger

Purchase Agreement

was ZAR

503.4

million

27.0

million)

and comprised

ZAR

328.4

million ($

17.6

million) in

cash and

ZAR

175.0

million ($

9.4

million) in

shares of

the Company’s

common stock,

to be

settled

two

tranches.

The

price

applied

determine

the

number

common

stock

issued

for

the

equity

consideration is

based on

the volume-weighted

average price

of the

Company’s

common shares

for the

three-month period

prior to

the

disbursal

each

tranche.

Lesaka

extended

ZAR

43.1

million

2.3

million)

loan

Recharger

closing

which

was

exclusively used to repay an existing loan due by Recharger

to the Seller.

The first tranche,

comprising ZAR

153.4

million ($

8.2

million) in cash

and

1,092,361

shares of the

Company’s

common stock

with a value of ZAR

98.3

million ($

5.3

million), was settled at

closing. The value of the

shares of common stock were

calculated using

the shares issued multiplied

by the Company’s

closing price on the Johannesburg

Stock Exchange on March

3, 2025, of ZAR

90.00

and translated

to U.S.

dollars at

the exchange

rate of

$1: ZAR

18.63

. Lesaka

SA delivered

the

1,092,361

shares of

the Company’s

common stock from

a pool of shares

it purchased in

October 2024, and

the Company recognized

a gain in

additional paid-in-capital

of $

0.4

million related to the difference between in the value on March 3, 2025,

and the price paid per share in October 2024.

Acquisitions (continued)

2025

Acquisitions (continued)

March 2025 acquisition of Recharger (continued)

The total purchase consideration

was ZAR

294.8

million ($

15.8

million) and comprised the

issuance of the

1,092,361

shares of

the Company’s common stock with a

value of ZAR

98.3

million ($

5.3

million), the settlement of the pre-existing relationship loan of

ZAR

43.1

million ($

2.3

million) and cash of ZAR

153.4

million ($

8.2

) million.

The second

and final

tranche is due

on March

3, 2026,

and comprises

a contractual

cash payment

of ZAR

175.0

million ($

9.4

million) and the delivery

of shares of Lesaka’s

common stock with a

contractual value of ZAR

75.0

million ($

4.0

million). Pursuant

the

Recharger

Purchase

Agreement,

payment

the

second

tranche

March

2026

contingent

Recharger’s

former

chief

executive officer

’s

ongoing service

under the

independent contractor

agreement until

March 3,

the future

services are

not

provided, then the second

tranche will not be paid,

except if failure to provide future

services is due to expiry of

the contract, mutual

agreement or death of the former chief executive officer.

The former chief executive officer is also a director of the Seller, and signed

the Recharger

Purchaser Agreement

on behalf

of himself,

Recharger

and

the Seller.

He has

also signed

an independent

contractor

agreement

under which

he is

required

to provide

post-combination

service to

Recharger.

The Company

has determined

that as

the

payment

the

second

tranche

is contingent

these

post-combination

services,

the

value

the

second

tranche

is not

treated

purchase consideration and rather, under

U.S. GAAP,

represents compensation for post-combination services.

The post-combination services for

the three and nine

months ended March 31,

2025, of $

1.1

million was calculated as the

sum

of one twelfth of

the future cash payment and

one twelfth of the value

of future shares to

be provided. The value

of the future shares

to be provided

was calculated using

the contractual value

of ZAR

75.0

million divided by

the volume-weighted

average price of

the

Company’s common shares for the three-month period prior

to March 31, 2025, divided

by twelve and at

the applicable exchange rate.

The post-combination compensation

charge is included

in the caption transaction

costs related to Adumo

and Recharger acquisitions

and certain compensation costs included on the unaudited condensed

consolidated statement of operations.

Refer to Note 13 for additional information. The liability for the future payments is included in the caption Other payables in the

unaudited condensed consolidated balance sheet as of March 31, 2025, refer to

Note 10.

The Company incurred

transaction-related expenditures of $

0.3

million during the nine

months ended March 31,

2025, related

to the acquisition of Recharger.

The Company does not expect to incur any further significant transaction

costs over the remainder of

the 2025 fiscal year.

Other acquisitions

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

to the

acquisition of

Adumo by

the Company

and the balance

of ZAR

4.0

million

will be paid

two

equal tranches, one

in March 2025

and the other

in September 2025.

The Company did

not incur any

significant

transaction costs related to this acquisition.

The Company, through

Lesaka SA, acquired

100

% of Genisus Risk (Pty) Ltd for a cash consideration of ZAR

2.0

million ($

0.1

million). The Company did not incur any significant transaction costs related

to this acquisition.

The

Company,

through

its

wholly

owned

subsidiary

Cash

Connect

Management

Solutions

Proprietary

Limited

(“CCMS”),

acquired

100

% of Master Fuel (Pty) Ltd (“Master Fuel) for a cash consideration of ZAR

2.0

million ($

0.1

million). The Company did

not incur any significant transaction costs related to this acquisition.

Acquisitions (continued)

2025

Acquisitions (continued)

The preliminary purchase price allocation of acquisitions during

the nine months ended March 31,

2025, translated at the foreign

exchange rates applicable on the date of acquisition, in provided is the table below:

Acquisitions during fiscal 2025 through March

31, 2025

Adumo

Recharger

Other

Total

Cash and cash equivalents

9,227

1,720

260

11,207

Accounts receivable

6,799

706

7,522

Inventory

5,122

194

5,319

Property, plant and equipment

9,170

9,224

Operating lease right of use asset

1,025

401

1,426

Equity-accounted investment

477

Goodwill

73,173

2,878

539

76,590

Intangible assets

27,187

17,179

44,435

Deferred income taxes assets

1,061

1,197

Other long-term assets

2,809

Current portion of long-term borrowings

(1,178)

Accounts payable

(3,266)

(149)

(428)

(3,843)

Other payables

(28,044)

(1,439)

(252)

(29,735)

Operating lease liability - current

(1,019)

(185)

(1,204)

Income taxes payable

(150)

(4)

(42)

(196)

Deferred income taxes liabilities

(6,670)

(4,638)

(19)

(11,327)

Operating lease liability - long-term

(326)

(269)

(595)

Long-term borrowings

(7,308)

Other long-term liabilities

(140)

Settlement assets

8,603

Settlement liabilities

(8,530)

Fair value of assets and liabilities on acquisition

88,022

15,825

906

104,753

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 related

to the various

acquisitions is preliminary

and

not yet finalized.

The preliminary allocation of the purchase price is based upon preliminary

estimates which used information that was available

management

the

time

the

unaudited

condensed

consolidated

financial

statements

were

prepared

and

these

estimates

and

assumptions are subject to

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, for Adumo, 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 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 nine months ended March 31, 2025:

Adumo – technology assets

13,997

Adumo – customer relationships

9,567

Adumo – brands

3,623

Recharger – technology assets

1,074

Recharger – customer relationships

16,105

Genisus Risk – technology assets

0.1

On acquisition of

these businesses, the

Company recognized an

aggregate deferred

tax liability of approximately

12.0

million

related to the acquisition of intangible assets during the nine months

ended March 31, 2025.

Transaction costs and certain compensation

costs

The table below

presents transaction costs

incurred related to

the acquisition of

Adumo and Recharger,

as well as

certain post-

combination compensation costs expensed during the three and

nine months ended March 31, 2025 and 2024:

Three months ended

March 31,

Nine months ended March

31,

2025

2024

2025

2024

Adumo transaction costs

631

1,702

665

Recharger transaction costs

(1)

342

Recharger post-combination services expensed

1,130

Total

1,222

631

3,174

665

(1) Recharger

transactions costs

for the

six months

ended March

31, 2025,

of $

0.25

million have

been allocated

from Selling,

general

and

administration

to Transaction

costs related

Adumo

and

Recharger

and

certain

compensation

costs in

the

unaudited

condensed consolidated statement operations for the nine months ended March 31,

2025.

Acquisitions

Pro forma results related

to acquisitions

Pro forma results of operations have not been

presented for the acquisition of IVAS Nam, Genisus Risk and Master Fuel because

the effect of these acquisitions, individually and in aggregate, are

not material to the Company. Since the closing of these acquisitions,

they

have

contributed

revenue

and

net

income

0.2

million

and

0.1

million,

respectively,

for

the

nine

months

ended

March 31, 2025.

The results of the Adumo and Recharger’s operations are reflected in the Company’s

financial statements from October 1, 2024,

and March 3, 2025, respectively.

The following unaudited pro forma revenue

and net income information has been

prepared as if the

acquisitions

of Adumo and

Recharger had occurred on

July 1, 2023,

using the applicable

average foreign exchange rates

for the periods

presented:

Three months ended

March 31,

Nine months ended

March 31,

2025

2024

2025

2024

As restated

(A)

As restated

(A)

Revenue

163,493

153,890

513,091

466,873

Net loss

(21,810)

(3,292)

(56,292)

(23,846)

(A) Revenue

during the

three and

nine months

ended March

31, 2025

has been

restated to

correct the

misstatements of

25.8

million and $

63.2

million, respectively discussed in Note 1.

The unaudited pro forma financial

information presented above includes the

business combination accounting and

other effects

from the

acquisitions 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; (3) an

adjustment to exclude all

applicable

transaction-related costs

recognized in

the Company’s

consolidated statement

of operations

for three

and nine

months ended

March

31, 2025,

and include

the applicable

transaction-related costs

for the

year ended

June 30,

2024; an

adjustment to

exclude the

post-

combination

compensation

expenses

the

Recharger

acquisition

recognized

the

Company’s

consolidated

statement

operations

for

three

and

nine

months

ended

March

31,

2025,

and

include

the

expense

during

the

year

ended

June

30,

2024.

The

unaudited

pro

forma

net

income

presented

above

does

not

include

any

cost

savings

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 acquisitions,

Adumo and Recharger have contributed aggregate revenue of $

32.2

million and net income

attributable to the Company, including intangible assets amortization related to assets

acquired, net of deferred taxes, of

0.68

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 March 31, 2025, and June 30, 2024, are presented in the

table below:

March 31,

June 30,

2025

2024

Accounts receivable, trade, net

18,037

13,262

Accounts receivable, trade, gross

19,881

14,503

Less: Allowance for doubtful accounts receivable, end of period

1,844

1,241

Beginning of period

1,241

509

Reversed to statement of operations

(85)

(511)

Charged to statement of operations

1,444

1,305

Utilized

(732)

(67)

Foreign currency adjustment

(24)

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

net of

allowance: March 2025: $

750

; June 2024: $

750

Current portion of total held to maturity investments

Investment in

7.625

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

8.625

% notes

Other receivables

18,090

23,405

Total accounts receivable,

net and other receivables

36,127

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 March 31, 2025, 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 March 31, 2025, and June 30, 2024, is presented in the table below:

March 31,

June 30,

2025

2024

Microlending finance loans receivable, net

41,188

28,184

Microlending finance loans receivable, gross

44,050

30,131

Less: Allowance for doubtful finance loans receivable, end of period

2,862

1,947

Beginning of period

1,947

1,432

Reversed to statement of operations

(160)

(210)

Charged to statement of operations

2,772

2,454

Utilized

(1,663)

(1,795)

Foreign currency adjustment

(34)

Merchant finance loans receivable, net

20,073

15,874

Merchant finance loans receivable, gross

23,731

18,571

Less: Allowance for doubtful finance loans receivable, end of period

3,658

2,697

Beginning of period

2,697

2,150

Reversed to statement of operations

(22)

(359)

Charged to statement of operations

1,750

2,479

Utilized

(725)

(1,672)

Foreign currency adjustment

(42)

Total finance

loans receivable, net

61,261

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 $

19.2

million as

of March

31, 2025

have been

pledged

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 March 31, 2025,

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 March 31, 2025.

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 as of each of June 30, 2024 and March 31, 2025, was approximately

1.18

%. The performing component (that is, outstanding

loan payments not in

arrears), under-performing component (that

is, outstanding loan payments

that are in

arrears) and non-performing

component (that is, outstanding

loans for which payments

appeared to have ceased)

of the book represents approximately

and

%, respectively, of the outstanding lending book as of June 30, 2024.

The performing component, under-performing component

and

non-performing

component

of the

book represents

approximately

% and

respectively,

the outstanding

lending

book as of March 31, 2025.

Inventory

The Company’s inventory

comprised the following categories as of March 31, 2025, and June 30, 2024:

March 31,

June 30,

2025

2024

Raw materials

2,772

2,791

Work-in-progress

455

Finished goods

15,611

15,364

18,838

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 nine months ended March

31, 2025.

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,

November

2024,

and

January 2025,

with further

reductions

expected thereafter.

Therefore,

ignoring the

impact of

changes to

the margin

on its

borrowings (refer

to Note

9) and

value of

borrowings outstanding,

the Company

expects its

cost of borrowing to decline moderately

in the foreseeable future, however,

the Company would expect a higher

cost of borrowing if

interest rates

were to

increase in

the future.

The Company

periodically evaluates

the cost

and effectiveness

of interest

rate hedging

strategies to

manage this

risk. The

Company generally

maintains surplus

cash in

cash equivalents

and held

to maturity

investments

and has occasionally invested in marketable securities.

Credit risk

Credit

risk

relates

the

risk

loss

that

the

Company

would

incur

result

non-performance

counterparties.

The

Company

maintains

credit

risk

policies

respect

its

counterparties

minimize

overall

credit

risk.

These

policies

include

evaluation

potential

counterparty’s

financial

condition,

credit

rating,

and

other

credit

criteria

and

risk

mitigation

tools

the

Company’s

management deems appropriate.

With respect

to credit risk on

financial instruments, the

Company maintains a

policy of

entering

into such

transactions only

with South

African

and European

financial institutions

that have

a credit

rating of

“B” (or

its

equivalent) or better, as determined by credit

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

and Fitch Ratings.

Consumer microlending credit

risk

The Company

is exposed

to credit

risk in

its Consumer

microlending activities,

which provides

unsecured short-term

loans to

qualifying customers.

Credit bureau

checks as

well as

an affordability

test are

conducted as

part of

the origination

process, both

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

policy to be appropriate because the affordability test it

performs

takes into account

a variety of

factors such

as other debts

and total expenditures

on normal household

and lifestyle expenses.

Additional

allowances

may

be required

should the

ability of

its customers

to make

payments when

due

deteriorate

in the

future. Judgment

required to assess

the ultimate recoverability

of these finance

loan receivables, including

ongoing evaluation

of the creditworthiness

of each customer.

Merchant lending

The Company maintains an allowance for

doubtful finance loans receivable related to

its Merchant services segment with

respect

to short-term loans to qualifying merchant customers. The

Company’s risk management procedures include adhering to its proprietary

lending criteria which uses

an online-system loan application

process, obtaining necessary customer transaction-history

data and credit

bureau checks.

The Company considers

these procedures

to be appropriate

because it takes

into account

a variety of

factors such

the customer’s credit capacity and customer-specific

risk factors when originating a loan.

Equity price and liquidity risk

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

of equity

securities that

it holds.

The market

price of

these securities

may fluctuate

for a

variety of

reasons and,

consequently,

the

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

from the reported market value.

Equity liquidity risk

relates to the risk

of loss that the

Company would incur as

a result of the lack

of liquidity on the

exchange

which

those

securities

are

listed.

The

Company

may

not be

able

sell some

all

these

securities

one

time,

over

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

or at all.

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 $

3.56

(INR

304.05

per share on the last trading

day of the quarter at the

USD: INR exchange rates applicable as of March

31, 2025). 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 March 31,

2025 and June 30, 2024,

respectively,

and valued Cell C at $

0.0

(zero) and $

0.0

(zero) as of

March 31,

2025, 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

%. The Company

utilized the latest

business plan provided

by Cell C

management for the period ending December 31,

2027, for the March 31, 2025,

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 March 31, 2025

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 - March 31, 2025:

(1)

ZAR

7.8

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

March 31, 2025.

(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

the

WACC

rate

and

the

EBITDA

margins

respectively

used

the

Cell

valuation

March

31,

2025,

all

amounts

translated at exchange rates applicable as of March 31, 2025:

Sensitivity for fair value of Cell C investment

1.0% increase

1.0% decrease

WACC

rate

863

EBITDA margin

1,570

The aggregate fair

value of the MobiKwik

and Cell C’s

shares as of

March 31, 2025,

represented

3.4

% 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 March 31, 2025,

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

22,113

Related to insurance

business:

Cash, cash equivalents and

restricted cash (included

in other long-term assets)

137

Fixed maturity

investments (included in

cash and cash equivalents)

4,424

Total assets at fair value

26,674

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 nine months ended March 31, 2025

and 2024, 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 nine months ended March 31, 2025 and 2024.

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 nine months ended March 31, 2025:

Carrying value

Assets

Balance as of June 30, 2024

Foreign currency adjustment

(1)

Balance as of March 31, 2025

(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 nine months ended March 31, 2024:

Carrying value

Assets

Balance as of June 30, 2023

Foreign currency adjustment

(1)

Balance as of March 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.

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

March 31,

2025,

and

June 30,

2024, was

follows:

March 31,

June 30,

2025

2024

Sandulela Technology

(Pty) Ltd ("Sandulela")

49.0

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

50.0

Sale and impairment of Finbond shares during

the nine months ended March 31, 2024

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 nine months ended March 31, 2024 (continued)

The

Company

sold

7,379,656

Finbond

for

cash

during

the

nine

months

ended

March

31,

2024,

respectively.

The

Company did

t record a gain or

loss on the disposal because

the sale proceeds were

equivalent to 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 nine months ended March 31, 2024:

2024

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 March 31, 2025 (refer to Note 3)).

Summarized below is the

movement in equity-accounted investments and

loans provided to equity-accounted

investments during

the nine months ended March 31, 2025:

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)

(1)

Balance as of March 31, 2025

199

(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 March

31, 2025, and June 30, 2024:

March 31,

June 30,

2025

2024

Total equity investments

22,113

76,297

Investment in

% of Cell C (June 30, 2024:

%) at fair value (Note 5)

Investment in

% of MobiKwik (June 30, 2024:

(1)

22,113

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)

137

216

Reinsurance assets under insurance contracts (Note 8)

1,750

1,469

Other long-term assets

1,774

Total other long-term

assets

25,774

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

as of March 31, 2025. The Company used this valuation as the basis for its adjustment to decrease the carrying value of its

investment

in MobiKwik by $

54.2

million from $

76.3

million as of June 30, 2024, to

22.1

million as of March 31, 2025.

The change in the fair

value of MobiKwik for the three and nine months ended March 31, 2025, of $

20.4

million and $

54.2

million, respectively, is included

in the

caption “Change

in fair

value of

equity securities”

in the

consolidated statement

of operations

for the

three and

nine months

ended March 31, 2025.

Summarized below

are the components

of the Company’s

equity securities without

readily determinable

fair value and

held to

maturity investments as of March 31, 2025:

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 nine months ended March 31, 2025:

Gross value

Accumulated

impairment

Carrying

value

Balance as of June 30, 2024

157,899

(19,348)

138,551

Acquisitions (Note 2)

(1)

76,590

Foreign currency adjustment

(2)

(5,430)

125

(5,305)

Balance as of March 31, 2025

229,059

(19,223)

209,836

(1) – Represents

goodwill arising from

the acquisition of Adumo,

Recharger, IVAS

Namibia and Master

Fuel and translated at

the foreign exchange rates applicable on the date the transactions became effective.

This goodwill has been allocated to the Merchant

(a portion Adumo, IVAS Namibia and Master Fuel), Consumer (a portion of Adumo) and Enterprise (Recharger) 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

for

the

allocation

the

purchase

price

the fair

value

acquired net assets.

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)

64,795

8,703

3,092

76,590

Foreign currency adjustment

(1)

(4,513)

(481)

(311)

(5,305)

Balance as of March 31, 2025

183,678

8,222

17,936

209,836

(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 March 31,

2025, and June

30,

2024:

As of March 31, 2025

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)

51,221

(16,445)

34,776

25,880

(14,030)

11,850

Software, integrated

platform and unpatented

technology

(1)

130,581

(35,449)

95,132

115,213

(25,763)

89,450

FTS patent

2,088

(2,088)

2,107

(2,107)

Brands and trademarks

(1)

17,641

(5,391)

12,250

14,353

(4,300)

10,053

Total finite-lived

intangible

assets

201,531

(59,373)

142,158

157,553

(46,200)

111,353

(1) March

31, 2025

balances include

the intangible

assets acquired

as part

of the

Adumo acquisition

in October

2024, and

the

Recharger and Genisus Risk acquisitions in March 2025.

Goodwill and intangible assets, net (continued)

Intangible assets, net (continued)

Aggregate amortization

expense on the finite-lived

intangible assets for the

three months ended March

31, 2025 and 2024,

was

5.1

million and $

3.6

million, respectively.

Aggregate amortization

expense on the

finite-lived intangible

assets for the

nine months

ended March 31, 2025 and 2024, was $

13.9

million and $

10.8

million, respectively. Future estimated annual amortization expense for

the next five

fiscal years and

thereafter,

assuming exchange

rates that prevailed

on March

31, 2025,

is presented in

the table below.

Actual

amortization

expense

future

periods

could

differ

from

this

estimate

result

acquisitions,

changes

useful

lives,

exchange rate fluctuations and other relevant factors.

Fiscal 2025 (excluding nine months ended March 31, 2025)

5,721

Fiscal 2026

22,916

Fiscal 2027

22,679

Fiscal 2028

22,254

Fiscal 2029

21,690

Thereafter

46,898

Total future

estimated annual amortization expense

142,158

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

nine

months ended March 31, 2025:

Reinsurance

Assets

(1)

Insurance

contracts

(2)

Balance as of June 30, 2024

1,469

(2,241)

Increase in policy holder benefits under insurance contracts

526

(7,480)

Claims and decrease in policyholders’ benefits under insurance contracts

(227)

6,970

Foreign currency adjustment

(3)

(18)

Balance as of March 31, 2025

1,750

(2,722)

(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

nine months

ended March 31, 2025:

Assets

(1)

Investment

contracts

(2)

Balance as of June 30, 2024

216

(216)

Increase in policy holder benefits under investment contracts

(11)

Claims and decrease in policyholders’ benefits under investment contracts

(89)

Foreign currency adjustment

(3)

(1)

Balance as of March 31, 2025

137

(137)

(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 in regular

contact with its lenders and

negotiate changes to the existing

borrowing agreements once there

is greater clarity on the implementation of ZARONIA.

South Africa

The amounts below have been translated at exchange rates applicable as of

the dates specified.

On February 27, 2025, the Company,

Lesaka SA and a number of

other subsidiaries of Lesaka SA entered into

a Common Terms

Agreement (the

“CTA”)

with FirstRand Bank

Limited (acting

through its Rand

Merchant Bank division)

(“RMB”), FirstRand Bank

Limited (acting through its

WesBank division) (“WesBank”), FirstRand Bank Limited being a

South African corporate and

investment

bank,

Investec

Bank Limited

(acting

through

its Investment

Banking

division:

Corporate

Solutions)

(“Investec”

and

together

with

RMB and WesBank, the

“Lenders”), a South

African corporate and

investment bank, and

Bowwood and Main

No 408 (RF)

Proprietary

Limited (“Debt

Guarantor”), a

South African

company incorporated

for the

sole purpose

of holding

collateral for

the benefit

of the

Lenders and acting as debt guarantor,

and certain other parties.

Lesaka SA has obtained

three

loan facilities from

the Lenders, a

term loan of

up to ZAR

2.2

billion ($

117.5

million) (“Facility

A”), an amortizing loan of up to ZAR

1.0

billion ($

54.5

million) (“Facility B”) and a senior revolving credit facility of up to ZAR

2.2

billion ($

117.5

million) (“Senior

RCF”), and

a general

banking facility

from RMB of

up to ZAR

700.9

million ($

38.2

million) (the

“GBF”, and collectively with Facility A, Facility B and Senior RCF,

the “Facilities”), which are described in more detail below.

The Company

Lesaka SA

and the

majority of

Lesaka SA’s

directly and

indirectly wholly-owned

subsidiaries have

agreed to

guarantee the obligations of Lesaka SA and of the other borrowers under the Facilities to the

Lenders.

The CTA contains

customary covenants which includes a requirement for Lesaka SA

to maintain specified Net Debt to EBITDA

and Interest Cover Ratios (as defined in the CTA) and restricts the ability of Lesaka SA, and certain of its subsidiaries to make certain

distributions

with

respect

their

capital

stock,

prepay

other

debt,

encumber

their

assets,

incur

additional

indebtedness,

make

investment above specified levels,

engage in certain business

combinations and engage in

other corporate activities.

The CTA provides

that if any subsidiary of the

Company receives proceeds from the disposal of

shares in/claims against, or assets of

MobiKwik, it would

offer to prepay the certain specified loans/facilities and loan outstandings

to the Lenders (as contemplated in the CTA).

Lesaka SA paid non-refundable debt structuring fees of ZAR

10.0

million to the Lenders on February 27, 2025.

The JIBAR, an average of

3 month negotiable certificates of deposit

(“NCD”) rates, on March 31, 2025,

was

7.56

%. The prime

rate, the benchmark rate at which private sector banks lend to the public in South Africa,

on March 31, 2025, was

11.00

Facilities obtained in February 2025

Long-term borrowings – Senior Facility A Agreement

Concurrent

with the

execution

of the

CTA,

Lesaka SA,

the Lenders

and

RMB (as

facility

agent)

entered

into a

Senior Term

Facility

Agreement

(“Facility

Agreement”)

and

Senior

RCF

Agreement

(“RCF

Agreement”).

Pursuant

the

Facility

Agreement, Lesaka

SA may

borrow up

to an

aggregate amount

of ZAR

2,2

billion for

the sole

purpose of

refinancing the

existing

facilities of

Lesaka SA

and Cash

Connect Management

Solutions Proprietary

Limited’s

(“CCMS”) with

RMB, funding

transaction

costs and for general corporate purposes. Lesaka SA utilized

Facility A in full on February 28, 2025, to settle a portion

of its existing

facilities with RMB and to settle all of CCMS’ existing facilities with RMB, as well as to pay

certain transaction costs.

Facility A is required to be repaid in full on February 28, 2029. Facility A is subject to customary mandatory prepayment

terms.

Lesaka

permitted

make

voluntary

prepayments

Facility

and

permitted

subsequently

utilize

any

voluntary

prepayments made under Facility

A under the RCF Agreement.

Amount utilized under the RCF

Agreement are required to

be repaid

in full on February 28, 2029.

Borrowings (borrowings)

South Africa (continued)

Facilities obtained in February 2025 (continued)

Long-term borrowings – Senior Facility A Agreement

(continued)

Interest on Facility A and utilization under the RCF Agreement is payable quarterly in arrears at end of

March, June, September

and December,

with the first interest

payment due on

June 30, 2025.

Interest on Facility

A is based on

JIBAR in effect

from time to

time plus an initial

margin of

3.25

% per annum until

June 30, 2025. From

July 1, 2025, the

margin on Facility

A will be determined

with reference to the Net Debt to EBITDA Ratio, and the margin will be either (i)

3.25

%, if the Net Debt to EBITDA Ratio is greater

than or equal to 2.5 times; or (ii)

2.5

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

Long-term borrowings – Senior Facility B Agreement

Concurrent

with the

execution

of the

CTA,

Lesaka SA,

the Lenders

and

RMB (as

facility

agent)

entered

into a

Senior Term

Facility B Agreement (“Facility B Agreement”). Pursuant

to the Facility B Agreement, Lesaka SA may borrow up to

an aggregate of

ZAR

1.0

billion

for the

sole purpose

of refinancing

the Lesaka

SA existing

facilities, including

its general

banking facilities,

with

RMB, and for general corporate purposes. Lesaka SA utilized Facility B

in full on February 28, 2025, to repay a

portion of its existing

facilities as well as to settle a portion of its existing general banking facility.

Facility

required

repaid

four

annual

installments,

follows:

(i) ZAR

150

million

8.2

million)

February

28, 2026; (ii) ZAR

200

million ($

10.9

million) on February 28, 2027; (iii) ZAR

300

million ($

16.3

million) on February 28, 2028; and

(iv) R

350

million ($

19.1

million) on February 28,

Facility B is

subject to customary

mandatory prepayment terms.

Lesaka SA

is permitted to make voluntary prepayments of Facility B, however it is unable

to subsequently utilize any amounts prepaid.

Interest

Facility

B is

payable

quarterly

arrears

end

March,

June,

September

and

December,

with

the

first

interest

payment due on

June 30, 2025.

Interest on Facility

B is based

on JIBAR in

effect from

time to time

plus an initial

margin of

3.15

per annum

until June

30, 2025.

From July

1, 2025,

the margin

on Facility

B will

be determined

with reference

to the

Net Debt

EBITDA Ratio, and the margin will be either

(i)

3.15

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

or equal to 2.5 times; or (ii)

2.4

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

Short-term facility - General Banking Facility

Concurrent

with the

execution of

the CTA,

Lesaka SA

and RMB

entered

into a

General Banking

Facility Agreement

(“GBF

Agreement”)

which replaced

it existing

general banking

facility maturing

on February

28, 2025.

Pursuant to

the GBF

Agreement,

Lesaka SA

and

certain

of its

subsidiaries

may

borrow

up to

an aggregate

of ZAR

700.9

million

for

general corporate

expenditure

(including capital

expenditure) and

working capital

purposes of

the Lesaka

SA and

certain of

its subsidiaries.

Lesaka SA

utilized a

portion of

the GBF

to refinance

its existing

general banking

facility.

As of

March 31,

2025, the

Company had

utilized ZAR

432.2

million ($

23.6

million) of this facility.

The GBF is available for utilization from February 28, 2025, and is subject

to annual review by RMB.

Interest on the GBF is payable monthly and is based on the South African prime

rate in effect from time to time less

0.50

The GBF Agreement

also provides Lesaka SA

and certain of its

subsidiaries with other

facilities in an aggregate

of ZAR

100.7

million ($

5.5

million), which indirect,

short-term direct and

contingent facilities, including

bank guarantee, forward exchange

contract,

credit card and settlement facilities. As of March 31, 2025, the aggregate amount of the Company’s

short-term South African indirect

credit facility with

RMB was ZAR

100.7

million ($

5.5

million). As of March

31, 2025, the Company

had utilized ZAR

33.1

million

1.8

million) of

its other

facilities to

enable the

bank to

issue guarantees,

letters of

credit and

forward exchange

contracts (refer

Note 20).

Wesbank Facilities

The

Company,

through

certain

its

South

African

subsidiaries,

has

asset-backed

facility

ZAR

227.0

million

10.9

million)] (of which ZAR

139.3

million ($

7.6

million) has been utilized).

CCC Revolving Credit Facility, comprising

long-term borrowings

As of March 31, 2025,

the amount of the CCC Revolving

Credit Facility was ZAR

300.0

million (of which ZAR

299.9

million

has been utilized).

The CCC

Revolving Credit Facility

was scheduled to

be repaid in

full on

November 2024, but

this has

been extended

to June 30,

The Company

is currently renegotiating

terms with RMB.

The CCC Revolving

Credit Facility has

been presented

in current portion

of long-term borrowings

in the unaudited

condensed consolidated

balance sheet as

of March 31,

Interest

the Revolving Credit Facility is payable on the last business day of each calendar month and is based on the South African

prime rate

in effect from time to time plus a margin of

0.95

% per annum.

Borrowings (borrowings)

South Africa (continued)

Nedbank facility, comprising short-term facilities

As of March

31, 2025, the

aggregate amount of

the Company’s

short-term South African

credit facility

with Nedbank Limited

was ZAR

156.6

million ($

8.5

million). The credit facility represents indirect and derivative facilities

of up to ZAR

156.6

million ($

8.5

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

contracts.

As of March 31,

2025 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).

In terms of a commitment provided to the

lender under the CTA entered into on February 27, 2025, the Company has

undertaken

not to utilize more than ZAR

5.0

million ($

0.3

million) of the Nedbank Facility.

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

borrowings

Long-term borrowings - Facility G and Facility H – all

repaid and cancelled

On February 28,

2025, the Company

used its new borrowings

to settle Facility

G and Facility

H in full, including

accumulated

interest of ZAR

201.7

million ($

10.9

million). These facilities, excluding

accrued interest, included (i)

Facility G of

ZAR

492.1

million

26.6

million);

(ii) Facility

H of

ZAR

350.0

million

18.9

million);

and

(iii) a

Facility G

revolver

of ZAR

200.0

million

10.8

million) (of

which ZAR

199

million ($

10.8

million) had

been utilized

at February

28, 2025).

These facilities

were repaid

in full

February 28, 2025, utilizing funding

obtained under the CTA

and the Facility G and

Facility H agreements were cancelled.

Amounts

translated at rates prevailing on the repayment date. The interest rate on

these facilities was JIBAR plus a margin of

4.75

The Company

had a

short-term South

African indirect

credit facility

with RMB

under its

cancelled lending

facilities of

ZAR

135.0

million ($

7.4

million), which included facilities for guarantees, letters of credit and forward

exchange contracts. As of June 30,

2024, the Company

had utilized ZAR

33.1

million ($

1.8

million), of these

facilities to enable

the bank to

issue guarantees, letters

credit and forward exchange contracts (refer to Note 20).

Short-term facility - Facility E – cancelled in November 2024

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 “Bridge Facility”).

The Bridge Facility

was 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 to Adumo

and Lesaka SA

as a result

the transaction

described in

Note 2,

and (iv)

pay an

origination fee

of ZAR

7.6

million to

RMB. The

Facility also

provided 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 provided

Lesaka SA

with an

additional ZAR

250.0

million general

banking facility

(“2024

GBF Facility”) which could be used for general corporate purposes. The Bridge Facility and 2024 GBF Facility were repaid in full on

February 28, 2025, utilizing funding obtained under the CTA

and the agreements cancelled.

Interest on the

Bridge Facility and

the 2024 GBF Facility

was calculated at

the prime rate

plus

1.80

%. The Bridge

Facility and

the 2024

GBF Facility

were unsecured

and were

repaid in

full on

February 28,

2025, the

maturity date,

pursuant to

the refinancing

process.

Borrowings (borrowings)

South Africa (continued)

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

The

Connect

Facilities

included

(i)

overdraft

facility

(general

banking

facility)

ZAR

170.0

million

9.2

million);

(ii)

Facility A of ZAR

700.0

million ($

37.9

million); (iii) Facility B

of ZAR

550.0

million ($

29.8

million) (both were fully utilized).

These

facilities were repaid in full on February 28, 2025,

utilizing funding obtained under the CTA

and the agreements cancelled. Amounts

translated at rates prevailing on the repayment date.

On October

29, 2024, the

Company,

through CCMS, 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 was

repayable in equal daily

instalments which commenced at

the end of

October

2024 with the final repayment made on February 15, 2025.

Movement in short-term credit facilities

Summarized below

are the

Company’s

short-term facilities

as of

March 31,

2025, and

the movement

in the

Company’s

short-

term facilities from as of June 30, 2024 to as of March 31, 2025:

RMB

Nedbank

RMB

GBF

Other

Facilities

Connect

Bridge

Facility E

Total

Short-term facilities available as of

March 31, 2025

38,195

5,487

8,531

52,213

Overdraft

38,195

Indirect and derivative facilities

5,487

8,531

14,018

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

9,351

6,737

16,088

Utilized

23,489

5,655

41,150

23,894

94,188

Repaid

(14,627)

(39,205)

(31,028)

(84,860)

Foreign currency

adjustment

(1)

(379)

(1,945)

397

(1,866)

Balance as of March 31, 2025

23,550

No restrictions as to use

23,550

Interest rate as of March 31, 2025

(%)

(2)

10.50

N/A

Movement in utilized indirect and

derivative facilities:

Balance as of June 30, 2024

1,821

116

1,937

Foreign currency adjustment

(1)

(17)

(1)

(18)

Balance as of March 31, 2025

1,804

115

1,919

(1) Represents the effects of the fluctuations between the

ZAR and the U.S. dollar.

(2) RMB GBF interest is set at prime less

0.50

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 March 31,

2025 and 2024, was $

1.8

million and

0.6

million, respectively.

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

nine months

ended March

31, 2025

and

2024, was $

3.6

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 nine months ended

March 31, 2025.

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 March

31,

2025:

Facilities

Lesaka A

Lesaka B

Connect

Asset

backed

CCC

(6)

Lesaka

G & H

Connect

A&B

Total

Included in current

3,878

11,841

15,719

Included in long-term

4,501

56,151

66,815

127,467

Opening balance as of June

30, 2024

8,379

11,841

56,151

66,815

143,186

Facilities utilized

116,652

54,112

2,619

5,091

11,022

189,496

Facilities repaid

(3,299)

(554)

(60,245)

(65,910)

(130,008)

Non-refundable fees paid

970

Non-refundable fees

amortized

116

208

Capitalized interest

5,033

Capitalized interest repaid

(11,077)

Foreign currency

adjustment

(1)

(1,393)

382

(106)

(54)

(1,000)

(937)

(3,108)

Closing balance as of

March 31, 2025

116,268

54,494

7,593

16,345

194,700

Included in current

8,174

3,569

16,345

28,088

Included in long-term

116,268

46,320

4,024

166,612

Unamortized fees

(1,206)

Due within 2 years

10,899

2,665

13,564

Due within 3 years

16,348

1,047

17,395

Due within 4 years

117,474

19,073

301

136,848

Due within 5 years

Interest rates as of March 31,

2025 (%):

10.81

10.71

11.75

11.95

Base rate (%)

7.56

11.00

Margin (%)

3.25

3.15

0.75

0.95

Footnote number

(2)

(3)

(4)

(5)

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

U.S. dollar.

(2) Interest

on Facility

A and Facility

B is based

on the JIBAR

in effect

from time

to time

plus an

initial margin

3.25

% per

annum until June 30, 2025. From July 1,

2025, the margin on Facility A will

be determined with reference to the Net Debt

to EBITDA

Ratio, and the

margin will be either

(i)

3.25

%, if the Net

Debt to EBITDA Ratio

is greater than or

equal to 2.5 times;

or (ii)

2.5

%, if

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

(3) Interest on

Facility B is calculated

based on JIBAR from

time to time plus

an initial margin

3.15

% per annum

until June

30, 2025. From

July 1, 2025,

the margin

on Facility B

will be determined

with reference to

the Net Debt

to EBITDA Ratio,

and the

margin will be either (i)

3.15

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

to 2.5 times; or (ii)

2.4

%, if the Net Debt to

EBITDA Ratio is less than 2.5 times.

(4) Interest is charged at prime plus

0.75

% per annum on the utilized balance.

(5) Interest is charged at prime plus

0.95

% per annum on the utilized balance.

(6) Amounts presented as of June 30, 2024, have been revised, refer to Note 1 for additional information. The amount as of June

30, 2024, was 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 March 31,

2025 and 2024, was $

4.4

million and

4.0

million, respectively. Prepaid facility fees amortized

included in interest expense during the three months ended March 31, 2025

and 2024, 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

of $

0.4

million

and $

0.4

million,

respectively,

is included

in the

caption

cost of

goods

sold, IT

processing,

servicing

and

support on the condensed consolidated statement of operations for the

three months ended March 31, 2025 and 2024.

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 nine

months ended

March 31,

2025 and

2024, was

12.9

million

and $

12.1

million, respectively.

Prepaid facility fees amortized

included in interest expense during

the nine months ended March

31,

2025 and 2024,

respectively,

were $

0.2

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 $

1.2

million and $

1.1

million, respectively,

is included

in the caption

cost of goods

sold, IT processing,

servicing and support

the condensed consolidated statement of operations for the nine months

ended March 31, 2025 and 2024.

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 nine months ended March

31, 2025.

10.

Other payables

Summarized below is the breakdown of other payables as of March

31, 2025, and June 30, 2024:

March 31,

June 30,

2025

2024

Vendor

wallet balances

15,897

14,635

Accruals

11,139

7,173

Provisions

6,572

7,442

Clearing accounts

6,347

17,124

Income received in advance

3,468

Value

-added tax payable

3,394

1,191

Deferred consideration due to seller of Recharger

(Note 2)

1,127

Interest payable (Note 9)

1,679

151

Payroll-related payables

1,604

922

Participating merchants' settlement obligation

Other

6,420

7,411

57,649

56,051

Income received in

advance and

interest payable as

of June

30, 2024, were

previously included in

Other and

have been

reclassified

to separate captions to conform with presentation as of March 31, 2025.

Other includes deferred income, client deposits and other payables.

11.

Capital structure

Issue of shares to Connect sellers pursuant to April 2022 transaction

The total purchase consideration pursuant to the Connect

acquisition in April 2022 includes

3,185,079

shares of the Company’s

common stock. These shares of

common stock will be issued

in three equal tranches

on each of the

first, second and third

anniversaries

of the

April 14,

2022 closing.

The Company

legally issued

1,061,693

shares of

its common

stock, representing

the third

tranche, to

the Connect sellers

in April 2025,

and this had

no impact on

the number of

shares, net of

treasury, presented in the unaudited

condensed

consolidated statement of changes

in equity during the nine months ended March 31, 2025 because the

3,185,079

shares are included

in the number of shares, net of treasury,

as of June 30, 2024, and March 31, 2025.

October 2024 repurchase of common stock

and issue of shares in Recharger transaction

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 the 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

nine months ended

March 31, 2025, respectively.

The repurchase was made outside of the Company’s

100

million share repurchase authorization.

The Company, through Lesaka SA, issued

1,092,361

of the

2,601,410

shares of the Company’s common stock to

the Seller under

the terms of Recharger Purchase Agreement described in Note 2. The Company recognized a

gain of $

0.4

million on issuance of these

which is included in the caption additional paid-in-capital in the unaudited condensed consolidated statement of changes

in equity for

the three and nine months ended March 31, 2025, respectively.

11.

Capital structure (continued)

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.

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 nine months

ended March 31, 2025 and 2024, respectively,

and the number of

shares, net of treasury,

excluding non-vested equity shares that have not vested as of March 31, 2025 and 2024,

respectively:

March 31,

2025

2024

Number of shares, net of treasury:

Statement of changes in equity

81,278,900

64,466,830

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

2,816,172

3,131,469

Number of shares, net of treasury,

excluding non-vested equity shares that have not

vested

78,462,728

61,335,361

12.

Accumulated other comprehensive loss

The table

below presents

the change

in accumulated

other comprehensive

loss per

component

during the

three months

ended

March 31, 2025:

Three months ended

March 31, 2025

Accumulated

foreign

currency

translation

reserve

Total

Balance as of January 1, 2025

(199,969)

Movement in foreign currency translation reserve

6,170

Balance as of March 31, 2025

(193,799)

The table

below presents

the change

in accumulated

other comprehensive

loss per

component during

the three

months ended

March 31, 2024:

Three months ended

March 31, 2024

Accumulated

foreign

currency

translation

reserve

Total

Balance as of January 1, 2024

(189,378)

Movement in foreign currency translation reserve

(5,718)

Balance as of March 31, 2024

(195,096)

12.

Accumulated other comprehensive loss (continued)

The

table below

presents

the change

accumulated

other comprehensive

loss per

component

during

the

nine

months

ended

March 31, 2025:

Nine months ended

March 31, 2025

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

(5,450)

Balance as of March 31, 2025

(193,799)

The table

below

presents the

change

in accumulated

other comprehensive

loss per

component

during

the

nine

months ended

March 31, 2024:

Nine months ended

March 31, 2024

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

(450)

Balance as of March 31, 2024

(195,096)

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.

There were

reclassifications from accumulated other comprehensive loss to net loss during the

three months ended March 31,

2025 and 2024. During the

nine months ended March

31, 2025, the Company reclassified

a loss of $

0.006

million from accumulated

other comprehensive loss

(accumulated foreign currency translation

reserve) to net

loss related to

the liquidation of

subsidiaries During

the nine months ended March

31, 2024, the Company

reclassified losses of $

1.5

million from accumulated other comprehensive

loss

(accumulated

foreign

currency

translation

reserve)

net

loss

the

disposal

Finbond

(refer

Note

6).

The

Company

also

reclassified

gain

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 nine months

ended March 31, 2025 and 2024:

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

2.00

433

1.24

Granted - December 2024

250,000

8.00

2.00

177

0.71

Granted - January 2025

100,000

8.00

2.00

0.71

Granted - January 2025

150,000

11.00

2.00

107

0.71

Granted - January 2025

150,000

14.00

2.00

123

0.82

Exercised

(36,345)

3.02

Forfeited

(13,333)

11.23

8.83

Outstanding - March 31, 2025

5,868,570

8.71

3.79

886

1.20

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

(23,217)

1.20

Forfeited

(195,739)

3.93

1.39

Outstanding - March 31, 2024

954,318

4.03

5.24

1.78

The Company awarded

400,000

stock options to an executive officer during the three months ended

March 31, 2025 with strike

prices ranging from $

to $

, and an aggregate of

1,000,000

stock options during the nine months ended March 31, 2025 with strike

prices ranging

from $

to $

. These

stock options,

together with

the

600,000

that were

awarded

in December

2024, will

vest on

December 31, 2026,

and vesting is subject

to the executive officers

continued employment with

the Company through

to the vesting

date. The

1,000,000

stock options expire on January 31, 2029. The Company awarded

500,000

stock options to Ali Mazanderani, the

Company’s

Executive Chairman,

during the

nine months

ended March

31, 2024.

These options

vested in

December 2024,

but may

only be sold during a

period commencing from January

31, 2028 to January 31, 2029.

In March 2025, the Company’s

Remuneration

Committee amended the exercise

terms of the

500,000

stock options from

being exercisable during a

period commencing from January

31, 2028 to January

31, 2029, to being

exercisable from March

2025, however,

any stock options exercised

may only be sold

during

a period commencing from January 31, 2028 to January 31, 2029.

During the three and nine

months ended March 31,

2025, the Company received $

0.06

million and $

0.1

million from the exercise

19,331

and

36,345

stock options,

respectively.

During the

three and

nine months

ended March

31, 2024,

the Company

received

0.05

million and $

0.07

million from the exercise of

15,832

and

23,217

stock options, respectively. Employees forfeited an aggregate

13,333

stock options

during each

of the

three and

nine months

ended March

31, 2025.

Employees and

a non-employee

director

forfeited an aggregate of

8,893

and

195,739

stock options during the three and nine months ended March 31, 2024.

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

1095

and

1460

day volatility (as applicable).

The estimated expected life of the option was determined based on the historical behavior of employees

who were granted options with similar terms.

13.

Stock-based compensation (continued)

Stock option and restricted stock activity (continued)

Options (continued)

The table below presents the range

of assumptions used to value stock options

granted during the nine months

ended March 31,

2025 and 2024:

Nine months ended

March 31,

2025

2024

Expected volatility

Expected dividends

Expected life (in years)

Risk-free rate

4.3

2.1

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

March 31, 2025:

Number of

Weighted

average

exercise

price

($)

Weighted

average

remaining

contractual

term

(in years)

Aggregate

intrinsic

value

($’000)

Vested

and expecting to vest - March 31, 2025

5,868,570

8.71

3.79

886

These options have an exercise price range of $

3.01

to $

14.00

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

31, 2025:

Number of

Weighted

average

exercise

price

($)

Weighted

average

remaining

contractual

term

(in years)

Aggregate

intrinsic

value

($’000)

Exercisable - March 31, 2025

387,901

4.58

4.91

285

During the

three months

ended March

31, 2025

and 2024,

respectively,

26,982

and

28,569

stock options

became exercisable.

During the

nine months

ended March

31, 2025

and 2024,

respectively,

26,982

and

116,063

stock options

became exercisable.

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 nine

months ended March 31, 2025 and 2024:

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

1,396,110

5,204

Granted – August 2024

32,800

154

Granted – October 2024

100,000

490

Granted – November 2024, with performance conditions

1,198,310

4,206

Granted – January 2025

65,000

354

Total vested

(556,641)

2,865

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

Vested

– February 2025

(13,922)

Vested

– March 2025

(69,287)

328

Forfeitures

(108,243)

537

Non-vested – March 31, 2025

2,816,172

10,955

Non-vested – June 30, 2023

2,614,419

11,869

Total Granted

934,521

3,622

Granted – October 2023

333,080

1,456

Granted – October 2023, with performance awards

310,916

955

Granted – October 2023

225,000

983

Granted – January 2024

56,330

197

Granted – February 2024

9,195

Total vested

(339,803)

1,274

Vested

– July 2023

(78,800)

302

Vested

– November 2023

(109,833)

429

Vested

– December 2023

(67,073)

234

Vested

– February 2023

(14,811)

Vested

– March 2023

(69,286)

256

Forfeitures

(77,668)

278

Non-vested – March 31, 2024

3,131,469

13,434

Grants

August

2024,

October

2024

and

January

2025,

respectively,

the

Company

granted

32,800

100,000

and

65,000

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

September 30, 2027 is

1.52

times higher (i.e. $

7.60

) than $

5.00

100

13.

Stock-based compensation (continued)

Stock option and restricted stock activity (continued)

Restricted stock (continued)

Grants (continued)

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.

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 January 2024 and

February 2024,

the Company awarded

56,330

and

9,195

, respectively, shares of restricted

stock with time-based vesting conditions to employees.

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 nine months ended March 31, 2025, the Company recorded a stock-based compensation charge of $

0.1

million and $

0.3

million,

respectively,

and

included

the issuance

16,500

and

49,500

shares of

common stock

in its

issued

and

outstanding

count.

Vesting

In July 2024,

78,801

shares of restricted

stock granted to Mr. Meyer, our former

Group CEO, vested. 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 November,

December 2024, February 2025 and March

2025, an aggregate of

374,202

shares of restricted stock granted

to employees vested. Certain employees elected

for

137,809

shares to be withheld to

satisfy the withholding tax liability on

the vesting

of their shares. These

137,809

shares have been included in the Company’s

treasury shares.

In July 2023,

78,800

shares of restricted stock

granted to Mr.

Meyer vested. In November,

December 2023, February

2024 and

March 2024,

an aggregate

261,003

shares of

restricted stock

granted to

employees vested.

Certain employees

elected for

53,486

shares to be withheld to satisfy

the withholding tax liability on the vesting

of their shares. These

53,486

shares have been included in

the Company’s treasury shares.

13.

Stock-based compensation (continued)

Stock option and restricted stock activity (continued)

Restricted stock (continued)

Forfeitures

During

the

three

and

nine

months

ended

March

31,

2025,

respectively,

employees

forfeited

67,922

and

108,243

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 nine months

ended March 31,

2024, respectively,

employees forfeited

55,539

and

77,668

shares of restricted

stock following their

termination of

employment with the Company.

Stock-based compensation charge and unrecognized compensation

cost

The Company recorded a

stock-based compensation charge, net,

excluding charges related to

the post-combination compensation

charges discussed in Note 2, during the

three months ended March 31, 2025 and 2024, of $

2.5

million and $

2.1

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 March 31, 2025

Stock-based compensation charge

2,531

Reversal of stock compensation charge related to stock

options and restricted stock forfeited

(34)

Total - three months

ended March 31, 2025

2,497

Three months ended March 31, 2024

Stock-based compensation charge

2,202

Reversal of stock compensation charge related to stock

options and restricted stock forfeited

(112)

Total - three months

ended March 31, 2024

2,090

The Company recorded a

stock-based compensation charge, net,

excluding charges related to

the post-combination compensation

charges discussed

in Note 2,

during the nine

months ended March

31, 2025 and

2024, of $

7.5

million and $

5.7

million respectively,

which comprised:

Total

charge

Allocated to cost

of goods sold, IT

processing,

servicing and

support

Allocated to

selling, general

and

administration

Nine months ended March 31, 2025

Stock-based compensation charge

7,563

Reversal of stock compensation charge related to stock

options and restricted stock forfeited

(45)

Total - nine months

ended March 31, 2025

7,518

Nine months ended March 31, 2024

Stock-based compensation charge

5,782

Reversal of stock compensation charge related to stock

options and restricted stock forfeited

(129)

Total - nine months

ended March 31, 2024

5,653

13.

Stock-based compensation (continued)

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. Stock-based compensation

charge of $

1.0

million related to the post-combination

compensation charges discussed

in Note 2 are included

in the caption transaction

costs related to Adumo

and Recharger acquisitions

and

certain

compensation

costs

included

the

unaudited

condensed

consolidated

statement

operations

for

the

three

and

nine

months ended March 31,

These stock-based charges are

classified as cash settled

awards and are

in in other

payables as of March

31, 2025, refer to Note 10.

As of March 31, 2025,

the total unrecognized compensation

cost related to stock options

was $

3.1

million, which the Company

expects to

recognize over

one and half years

. As

of March

31, 2025,

the total

unrecognized compensation

cost related

to restricted

stock awards was $

5.8

million, which the Company expects to recognize over

two years

During the three months ended March 31, 2025 and 2024, the Company recorded a deferred tax benefit of $

0.3

million and $

0.2

million,

respectively,

to the

stock-based

compensation

charge

recognized

related to

employees

of Lesaka.

During

the

nine

months ended March 31, 2025 and

2024, the Company recorded a deferred

tax benefit of $

0.8

million and $

0.5

million, respectively,

the

stock-based

compensation

charge

recognized

employees

Lesaka.

During

these

periods

the

Company

recorded

valuation

allowance

the

full deferred

tax

benefit

recognized

because

it does

not

believe

that

the stock-based

compensation

deduction

would

utilized

as it

does not

anticipate

generating

sufficient

taxable

income

the

United States.

The

Company deducts the difference

between the market value on the

date of exercise by the option

recipient and the exercise price from

income subject 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 nine months ended March 31, 2025

and 2024. Accordingly,

the

two-class

method

presented

below

does

not

include

the

impact

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 nine

months ended

March 31,

2025 and

2024, 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

198,203

and

34,798

shares of common

stock from the calculation

of diluted loss per

share during the

three months ended March

31,

2025 and 2024 because the effect would be antidilutive. The Company has excluded employee stock options to purchase

206,068

and

42,770

shares of common stock from the calculation of diluted loss

per share during the nine months ended March 31, 2025 and

2024,

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

Nine months ended

March 31,

2025

2024

2025

2024

(in thousands except

percent and

per share data)

Numerator:

Net loss attributable to Lesaka

(22,058)

(4,047)

(58,734)

(12,405)

Undistributed loss

(22,058)

(4,047)

(58,734)

(12,405)

Percent allocated to common shareholders

(Calculation 1)

96%

95%

Numerator for loss per share: basic and diluted

(21,262)

(3,868)

(56,616)

(11,816)

Denominator

Denominator for basic (loss) earnings per share:

weighted-average common shares outstanding

78,347

60,990

69,724

60,134

Effect of dilutive securities:

Denominator for diluted (loss) earnings

per share: adjusted weighted average

common shares outstanding and assuming

conversion

78,347

60,990

69,724

60,134

Loss per share:

Basic

(0.27)

(0.06)

(0.81)

(0.20)

Diluted

(0.27)

(0.06)

(0.81)

(0.20)

(Calculation 1)

Basic weighted-average common shares

outstanding (A)

78,347

60,990

69,724

60,134

Basic weighted-average common shares

outstanding and unvested restricted shares

expected to vest (B)

81,282

63,805

72,333

63,134

Percent allocated to common shareholders

(A) / (B)

96%

95%

Options to

purchase

5,143,500

shares of

the Company’s

common stock

at prices

ranging from

6.00

to $

14.00

per share

were

outstanding during the

three and

nine months ended

March 31,

2025, 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

742,543

shares of the Company’s

common stock at prices

ranging from $

3.50

to $

11.23

per share were outstanding

during

the three and nine months ended March 31, 2024, 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 March 31, 2025.

15.

Supplemental cash flow information

The following table presents supplemental cash flow disclosures for the three and nine months ended March 31, 2025 and 2024:

Three months ended

Nine months ended

March 31,

2025

2024

2025

2024

Cash received from interest

641

624

1,938

1,551

Cash paid for interest

2,809

3,464

10,322

12,697

Cash paid for income taxes

505

3,713

3,498

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 March 31, 2025 and 2024, and June 30, 2024:

March 31,

2025

March 31,

2024

June 30, 2024

Cash and cash equivalents

71,008

55,223

59,065

Restricted cash

115

4,383

6,853

Cash, cash equivalents and restricted cash

71,123

59,606

65,918

Leases

The following table presents supplemental

cash flow disclosure related to leases

for the three and nine months

ended March 31,

2025 and 2024:

Three months ended

Nine months ended

March 31,

2025

2024

2025

2024

Cash paid for amounts included in the measurement of

lease liabilities

Operating cash flows from operating leases

1,256

853

3,472

2,225

Right-of-use assets obtained in exchange for lease

obligations

Operating leases

2,411

718

3,629

2,601

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 March 31, 2025:

Merchant

Consumer

Enterprise

Total

(As

restated)

(A)

(As restated)

(A)

Processing fees

(A)

32,553

7,583

6,581

46,717

South Africa

(A)

30,795

7,583

6,581

44,959

Rest of Africa

1,758

Technology

products

5,863

971

6,863

South Africa

5,790

971

6,790

Rest of Africa

Prepaid airtime sold

(A)

87,010

1,556

88,592

South Africa

(A)

80,340

1,556

81,922

Rest of Africa

6,670

Lending revenue

8,143

Interest from customers

1,793

504

2,297

Insurance revenue

5,170

Account holder fees

1,791

Other

998

850

1,877

South Africa

944

850

1,823

Rest of Africa

Total revenue, derived

from the following geographic

locations

(A)

128,217

24,096

9,137

161,450

South Africa

(A)

119,662

24,096

9,137

152,895

Rest of Africa

8,555

16.

Revenue recognition (continued)

Disaggregation of revenue (continued)

(A) Processing fees (and South

Africa) have reduced by $

1.9

million and Prepaid airtime sold (South

Africa) have increased by

27.7

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

was $

25.8

million.

The

following

table

presents

the

Company’s

revenue

disaggregated

major

revenue

streams,

including

reconciliation

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

Merchant

Consumer

Enterprise

Total

Processing fees

21,944

6,353

6,738

35,035

South Africa

20,417

6,353

6,738

33,508

Rest of Africa

1,527

Technology

products

562

1,233

1,803

South Africa

518

1,233

1,759

Rest of Africa

Prepaid airtime sold

86,184

1,401

87,668

South Africa

81,083

1,401

82,567

Rest of Africa

5,101

Lending revenue

6,229

Interest from customers

1,553

Insurance revenue

3,178

Account holder fees

1,560

Other

604

493

1,168

South Africa

551

493

1,115

Rest of Africa

Total revenue, derived

from the following geographic

locations

110,847

17,904

9,443

138,194

South Africa

104,122

17,904

9,443

131,469

Rest of Africa

6,725

The

following

table

presents

the

Company’s

revenue

disaggregated

major

revenue

streams,

including

reconciliation

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

Merchant

Consumer

Enterprise

Total

(As

restated)

(A)

(As restated)

(A)

Processing fees

(A)

92,715

22,975

18,918

134,608

South Africa

(A)

87,292

22,975

18,918

129,185

Rest of Africa

5,423

Technology

products

15,829

3,449

19,374

South Africa

15,619

3,449

19,164

Rest of Africa

210

Prepaid airtime sold

(A)

279,076

4,794

283,936

South Africa

(A)

259,747

4,794

264,607

Rest of Africa

19,329

Lending revenue

22,475

Interest from customers

5,079

624

5,703

Insurance revenue

14,378

Account holder fees

5,255

Other

3,197

2,228

5,505

South Africa

3,029

2,228

5,337

Rest of Africa

168

Total revenue, derived

from the following geographic

locations

(A)

395,896

68,097

27,241

491,234

South Africa

(A)

370,766

68,097

27,241

466,104

Rest of Africa

25,130

16.

Revenue recognition (continued)

Disaggregation of revenue (continued)

(A) Processing

fees (and

South Africa)

has reduced

by $

4.7

million and

Prepaid airtime

sold (South

Africa) has

increased by

67.9

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

was $

63.2

million.

The

following

table

presents

the

Company’s

revenue

disaggregated

major

revenue

streams,

including

reconciliation

reportable segments for the nine months ended March 31, 2024:

Merchant

Consumer

Enterprise

Total

Processing fees

67,254

18,261

19,992

105,507

South Africa

62,911

18,261

19,992

101,164

Rest of Africa

4,343

Technology

products

1,630

5,405

7,074

South Africa

1,496

5,405

6,940

Rest of Africa

134

Prepaid airtime sold

263,040

176

3,817

267,033

South Africa

248,183

176

3,817

252,176

Rest of Africa

14,857

Lending revenue

17,188

Interest from customers

4,526

Insurance revenue

8,686

Account holder fees

4,430

Other

2,028

1,411

293

3,732

South Africa

1,876

1,411

293

3,580

Rest of Africa

152

Total revenue, derived

from the following geographic

locations

338,478

50,191

29,507

418,176

South Africa

318,992

50,191

29,507

398,690

Rest of Africa

19,486

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 March

31, 2025 and

2024 was $

1.3

million and $

0.9

million, respectively.

The Company’s operating

lease expense during the nine

months ended March 31, 2025 and 2024

was $

3.5

million and $

2.2

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

March 31, 2025 and 2024, was $

1.1

million and $

0.9

million, respectively. The Company’s

short-term lease expense during the nine

months ended March 31, 2025 and 2024, was $

3.4

million and $

2.8

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 March 31, 2025 and June 30, 2024:

March 31,

June 30,

2025

2024

Right of use assets obtained in exchange for lease obligations:

Weighted average

remaining lease term (years)

2.8

3.1

Weighted average

discount rate (percent)

9.6

10.5

17.

Leases (continued)

The maturities of the Company’s

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

Maturities of operating lease liabilities

Year

ended June 30,

2025 (excluding nine months to March 31, 2025)

1,578

2026

4,259

2027

2,841

2028

1,881

2029

742

Thereafter

256

Total undiscounted

operating lease liabilities

11,557

Less imputed interest

1,610

Total operating lease liabilities,

included in

9,947

Operating lease liability - current

3,814

Operating lease liability - long-term

6,133

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. During the second quarter of fiscal 2025,

changed

the

Company’s

operating

and

internal

reporting

structures

present

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, and, through Recharger, landlords utilizing Recharger’s

prepaid electricity metering

solution.

Reallocation of certain activities among operating segments in Q2

2025

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 alternative digital

payments (select prepaid

solutions, supplier-

enabled payments,

international money

transfer and other)

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. Through

Recharger,

Enterprise offers

landlords access

to Recharger’s

prepaid

electricity

metering

solution

through which

Enterprise

earns

commission

revenue

from

prepaid

electricity

voucher

sales

tenants recharging prepaid meters. This segment also includes sales of hardware and licenses to customers. Hardware includes the sale

POS

devices,

SIM

cards

and

other

consumables

which

can

occur

hoc

basis.

Licenses

include

the

right

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 March 31,

2025 and 2024, is as follows:

Revenue

Reportable

Segment

Inter-

segment

From external

customers

As restated

(A)

As restated

(A)

Merchant (as restated)

(A)

128,781

564

128,217

Consumer

24,096

Enterprise

9,444

307

9,137

Total for the three

months ended March 31, 2025 (as restated)

(A)

162,321

871

161,450

Merchant

111,801

954

110,847

Consumer

17,904

Enterprise

11,322

1,879

9,443

Total for the three

months ended March 31, 2024

141,027

2,833

138,194

(A) Revenue

during the

three months

ended March

31, 2025

has been

restated to

correct the

misstatement of

25.8

million as

discussed in Note 1.

The reconciliation of the reportable segment’s revenue to revenue from external customers for the nine months ended March 31,

2025 and 2024, is as follows:

Revenue

Reportable

Segment

Inter-

segment

From external

customers

(As restated)

(A)

(As restated)

(A)

Merchant (as restated)

(A)

397,642

1,746

395,896

Consumer

68,097

Enterprise

(A)

30,259

3,018

27,241

Total for the nine

months ended March 31, 2025 (as restated)

495,998

4,764

491,234

Merchant

341,044

2,566

338,478

Consumer

50,191

Enterprise

32,710

3,203

29,507

Total for the nine

months ended March 31, 2024

423,945

5,769

418,176

18.

Operating segments (continued)

(A) Revenue

during the

nine months

ended March

31, 2025

has been

restated to

correct the

misstatement of

63.2

million as

discussed in Note 1.

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 has included an

intercompany interest expense in its Consumer Segment

Adjusted EBITDA for the

three and nine months

ended March 31, 2025.

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

acquisitions and transactions consummated or ultimately

not pursued. Unrealized loss FV 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

nine months

ended March 31, 2025 and 2024, is as follows:

Three months ended

Nine months ended

March 31,

2025

2024

2025

2024

Reportable segments' measure of profit or loss

14,569

11,902

41,511

32,710

Operating loss: Group costs

(1,772)

(2,199)

(7,541)

(6,032)

Once-off costs

(2,306)

(907)

(4,599)

(169)

Interest adjustment

890

2,478

Unrealized Gain (Loss) FV for currency adjustments

114

(121)

(102)

(101)

Stock-based compensation charge adjustments

(2,497)

(2,090)

(7,518)

(5,653)

Depreciation and amortization

(8,429)

(5,791)

(22,928)

(17,460)

Loss on disposal of equity-accounted investments

(161)

Change in fair value of equity securities

(20,421)

(54,152)

Reversal of allowance of EMI doubtful debt

250

Interest income

645

628

1,952

1,562

Interest expense

(5,777)

(4,581)

(16,983)

(14,312)

Loss before income tax expense

(24,984)

(3,159)

(68,043)

(9,205)

18.

Operating segments (continued)

The following

tables summarize

supplemental

segment information

for the

three and

nine months

ended March

31, 2025

and

2024:

Three months ended

Nine months ended

March 31,

2025

2024

2025

2024

As Restated

(A)

As Restated

(A)

Revenues

Merchant (as restated)

(A)

128,781

111,801

397,642

341,044

Consumer

24,096

17,904

68,097

50,191

Enterprise

9,444

11,322

30,259

32,710

Total reportable segment

revenue (as restated)

(A)

162,321

141,027

495,998

423,945

Segment Adjusted EBITDA

Merchant

(1)(2)

8,103

7,420

25,976

21,827

Consumer

(1)(2)

6,333

3,757

15,071

8,452

Enterprise

(2)

133

725

464

2,431

Total Segment Adjusted

EBITDA

14,569

11,902

41,511

32,710

Depreciation and amortization

Merchant

3,111

1,957

8,365

5,861

Consumer

255

179

692

527

Enterprise

283

308

Subtotal: Operating segments

3,455

2,229

9,340

6,696

Group costs

4,974

3,562

13,588

10,764

Total

8,429

5,791

22,928

17,460

Expenditures for long-lived assets

Merchant

2,686

2,802

12,355

7,538

Consumer

120

146

688

312

Enterprise

(5)

100

Subtotal: Operating segments

2,817

2,943

13,100

7,950

Group costs

Total

2,817

2,943

13,100

7,950

(A) Revenue

during the

three and nine

months ended

March 31, 2025,

have been restated

by $

25.8

million and

63.2

million,

respectively, to

correct the misstatements discussed in Note 1.

(1) Segment Adjusted EBITDA for the three months ended

March 31, 2025, includes retrenchment and reorganization

costs for

Merchant

0.7

million

(ZAR

12.9

million)

and

Enterprise

0.3

million

(ZAR

5.4

million).

Segment

Adjusted

EBITDA

for

Consumer includes retrenchment costs of $

0.01

million (ZAR

0.1

million) for the three months ended March 31, 2024.

(2) Segment Adjusted

EBITDA for the nine

months ended March

31, 2025, includes retrenchment

and reorganization costs

for

Merchant of $

0.7

million (ZAR

12.9

million), Consumer of $

0.1

million (ZAR

1.5

million) and Enterprise

of $

0.3

million (ZAR

5.6

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

2.9

million) for the nine months ended March 31, 2024.

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

nine months ended March 31,

2025, the Company’s effective tax rate was

impacted by the tax expense

recorded

by the Company’s

profitable South African operations, non-deductible

expenses (including transaction-related expenditures)

the on-

going losses

incurred by

certain of

the Company’s

South African

businesses, a

valuation allowance

created related

to the fair

value

adjustment to MobiKwik,

and the associated valuation

allowances created related

to the deferred tax

assets recognized regarding net

operating losses incurred by these entities.

For the three and

nine months ended March 31,

2024, the Company’s effective tax rate was

impacted by the tax expense

recorded

the

Company’s

profitable

South

African

operations,

non-deductible

expenses,

the

on-going

losses

incurred

certain

the

Company’s

South African

businesses and

the associated

valuation

allowances created

related to

the deferred

tax assets

recognized

regarding net operating losses incurred by these entities.

Uncertain tax positions

As of

three months

ended March

31, 2025

and June

30, 2024,

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 March

31, 2025,

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

March 31,

2025) thereby

utilizing part

of the

Company’s

short-term

facilities. The

Company

pays commission

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

March 31,

2025) thereby

utilizing part

of the

Company’s

short-term

facilities. The

Company

pays commission

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

March 31,

The maximum

potential amount that

the Company could

pay under these

guarantees is ZAR

35.2

million ($

1.9

million, translated

at exchange rates applicable as

of March 31, 2025). As

discussed in Note 9, the

Company has ceded and

pledged certain bank accounts

Nedbank

as security

for

the guarantees

issued

by them

with

aggregate

value

of ZAR

2.1

million

0.1

million,

translated

exchange rates applicable as

of March 31, 2025). 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

Lesaka ESOP Trust

On November 14, 2024, the Company announced that its shareholders voted on and approved

the funding and issuance of shares

to the Lesaka ESOP Trust at its annual general meeting. The Lesaka Employee Share Ownership Plan (“ESOP”)

is designed to create

alignment

with

the

Company's

long-term

growth

objectives.

The

Lesaka

ESOP

Trust

also

expected

advance

the Company’s

transformation

initiatives

and

plays

important

role

improving

the

company’s

Broad-Based

Black

Economic

Empowerment

(“BBBEE”)

rating.

November

2024,

when

shareholders

approved

the

plan,

the

Company’s

employee

base

comprised

approximately

designated

groups

for

BBBEE

purposes.

Through

the

creation

broader

base

employee

ownership,

the

Company

is helping

to promote

economic

inclusion and

contribute

to transformation

in the

broader

South African

economy.

The

Lesaka ESOP Trust

is structured as

an evergreen

trust, ensuring

the permanence of

the plan and

allowing for the

inclusion of future

employees as the Company continues to grow.

The

Lesaka

ESOP

Trust

was

required

have

effective

holding

the

Company’s

issued

the

date

implementation,

and in

February 2025,

the Company

issued

2,490,000

shares of

its common

stock to

the Lesaka

ESOP Trust.

The

subscription price

payable by

the Lesaka

ESOP Trust

for the

shares was

vendor funded

by the

Company through

a notional

vendor

funding (“NVF”)

structure whereby

the Company

provided

a notional

loan to the

Lesaka ESOP

Trust representing

the fair value

the shares, facilitating

the acquisition by

the Lesaka ESOP

Trust of

the shares without

requiring any upfront

payment by the

Lesaka

ESOP Trust except for the payment of a nominal value of $

0.001

per share. The NVF structure will achieve the

same economic effect

as a traditional

loan structure from

the Company to the

Lesaka ESOP Trust

to enable the Lesaka

ESOP Trust

to subscribe for

in the Company, but without

any actual flow of funds from the Company to the Trust.

A notional amount on the date

of issue was ascribed to

each share that the Lesaka ESOP

Trust subscribed

for, which is equal

the fair market value

of one of the

Company shares of common

stock (which is the

amount the Lesaka ESOP

Trust would have

paid

for one of the Company’s shares in an ordinary course cash transaction with the Company) less a

% discount. The principal amount

on the NVF loan will

accrue interest at a fixed

rate of

% per annum. The NVF

will have a

five

-year term. The notional amount

was

not recognized in the Company’s financial statements because

it represents a formula to

calculate the number of the

Company’s shares

of common stock to be returned by the Lesaka ESOP Trust

to the Company after

five years

On or about the 5

anniversary of the implementation date of the ESOP (“Maturity Date”), the Company will have the option to

repurchase

portion

the

held

the

Lesaka

ESOP

Trust

the

nominal

aggregate

amount

settle

the

total

NVF

loan

outstanding. The number of

shares to be repurchased will be

determined by using a formula

set out in the transaction

documents that

considers the total

NVF loan outstanding on

the Maturity Date

and the market

value of one

of the Company’s shares held

by the Lesaka

ESOP Trust. The purchase

consideration that would have been

payable for the shares the Company

will repurchase (which is the fair

market value the Company

would have paid for the shares

in an ordinary course cash transaction

with the Lesaka ESOP Trust

on the

Maturity Date) will be set off

against the total NVF loan outstanding.

After settlement of the NVF loan,

% of the remaining shares

held by the Lesaka ESOP Trust, if any,

will be distributed to eligible employees.

The Lesaka ESOP Trust will hold shares of

the Company’s common stock. The

Lesaka ESOP Trust will therefore be entitled to

receive its proportionate share of any

dividends and other distributions declared by the

Company to its shareholders and vote

its shares

held on matters requiring shareholder approval.

The Lesaka ESOP Trust

is administered by the

board of trustees made up

five

members nominated by the

Company’s Board

and the participants in the ESOP.

The Company’s Board

has the right to nominate

two

members to the board of trustees. The balance

of the trustees,

one

of which must be an independent trustee,

are nominated by the participants. The nominees

appointed to the board

of trustees may not be members of the Company’s Board or an officer as contemplated in Rule 16a-(f) of the Securities and Exchange

Act of 1934. The nominees of

the participants need to meet an election

criteria to be eligible for nomination which

requires participant

nominees to have been employed by the Group for a continuous and uninterrupted period of at least

three years

. The trustees have the

discretion to determine how

the Lesaka ESOP Trust

should vote shares of the

Company common stock held on

matters requiring the

Company’s shareholder

approval. The decisions by the trustees are decided by a majority vote.

The Company

is responsible

for all

reasonable

operating expenses

incurred

by the

Lesaka ESOP

Trust

until such

time as

the

Lesaka ESOP Trust has sufficient

cash resources of its own to settle its operating expenses.

The Company controls the Lesaka

ESOP

Trust because

the Lesaka ESOP

Trust is

considered to

be a variable

interest entity

(“VIE”) in

which the Company

has a controlling

financial interest.

Accordingly,

the Lesaka

ESOP Trust

is consolidated

by the Company.

As the Lesaka

ESOP Trust

is consolidated

by the

Company,

the

2,490,000

shares of

the Company’s

common stock

held by

Lesaka ESOP

Trust

are accounted

for as

treasury

shares at the

nominal amount

of $

0.001

per share. Purchases

and sales of

the Company’s

common stock

between the

Company and

the Lesaka ESOP Trust will be recognized within equity with no profit or loss being recognized in

the statement of operations on such

acquisition or disposal.

21.

Subsequent events (continued)

Lesaka ESOP Trust (continued)

Qualifying employees

were allocated A

and B units.

An A unit

represents

an option for

the employees to

acquire shares of

the

Company’s common stock in future. The A

unit represents an equity-settled share-based

payment, requiring the recognition of

a stock-

based compensation charge over a

five year

service period. The A units are

expected to be measured at their

grant date fair value using

a Black

Scholes valuation

model.

A B

unit represent

an employees’

entitlement

to cash

payments

based on

dividends paid

by the

Company to the Lesaka ESOP Trust, and consequently

distributions that the Lesaka ESOP Trust makes to qualifying employees

who

are beneficiaries of the Lesaka ESOP Trust.

These payments represent an employee

benefit, requiring that the Company to recognize

an expense to the value of the payment made when each payment is made.

Initial

qualifying

employees

are

required

have

minimum

two years

service

with

the

Company,

with

criterion

being

determined on December 31, 2024. Initial qualifying employees received

invitation and allocation notices on or around April 1, 2025.

employees

complete

two years

’

service

any

subsidiary

the

Company

they

will

become

eligible

for

consideration

beneficiary of the Lesaka ESOP Trust.

Qualifying employees include employees of recent acquisitions, including

Adumo.

On April 1,

2025, the Lesaka

ESOP Trust

awarded

2,030

qualifying employees

1,989,400

A units and

2,030

B units. Lesaka’s

closing price on the Nasdaq on April 1, 2025 was $

5.00

per share and each A unit was issued with an initial strike price

of $

4.50

(the

closing price less

% discount) and is

expected to grow by

% per annum through

to April 1,

The Company has

not calculated

the grant date fair value of these awards as of the date of filing this Quarterly Report on Form

10-Q on May 7, 2025.

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

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

As a result, the previously reported financial information as

and

for

the

three

and

nine

months

ended

March

31,

2025

this

Item

Management’s

Discussion

and

Analysis

Financial

Condition and Results of Operations has been updated to reflect the relevant restatement. Refer to Note 1 in our unaudited

condensed

consolidated financial

statements for additional

information related to

the restatement, including

descriptions of the

adjustments and

the impacts on our unaudited condensed consolidated financial statements.

Other than the effect of the restatement as described in Note

1 in our unaudited condensed consolidated financial statements, this

section has not been otherwise modified and does not reflect any information or events occurring after May 7, 2025, the filing date of

the Original

Filing, or

modify or

update those

disclosures affected

by events

that occurred

at a

later date

or 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

disclose our

financial results

across three

distinct operating

divisions:

Merchant, Consumer

and Enterprise.

Our evolving

integrated multi-product platform is organized around

addressing a number of customer needs.

Merchant Division

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 merchant acquiring and software

way of its GAAP hospitality platform. Combined, we believe the Lesaka offering is the most comprehensive in the market in meeting

the needs of micro-

and medium-size businesses in the region, empowering merchants and micro-merchants to transact

efficiently and

fulfill their potential.

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).

Performance in Merchant has been driven by:

Merchant acquiring

Merchant acquiring includes 81,106 devices deployed under the Adumo,

Card Connect and Kazang brands.

Q3 2025

Q3 2024

Q3 2023

2025 vs

2024

Number of devices in deployment

81,106

50,211

42,012

62%

Total Throughput

for the quarter (ZAR billions)

9.9

3.9

3.2

154%

●

Q3 2025

is inclusive

of approximately

27,000 devices

deployed under

the Adumo

brand with

the Adumo

transaction

closing on October 1, 2024, the impact of which is not included in the prior period

comparatives.

●

Throughput increased to ZAR

9.9 billion for the

quarter, driven mainly by the

inclusion of Adumo in

Q3 2025 and

lower

than historic year-on-year growth attributable to

Kazang Pay.

Software

Our

software

solutions

are offered

through GAAP.

GAAP has

operations

in South

Africa,

Botswana,

Kenya

and

clients in

further 21 countries. It

is the leading provider

of integrated point-of-sales software and

hardware to the hospitality

industry in Southern

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

Pizza Hut, Nando’s and Krispy

Kreme.

Q3 2025

Number of GAAP sites

9,640

Approximate ARPU per site (ZAR)

(1)

3,360

(1) ARPU

is calculated

on a

revenue

per site

basis, as

monthly figure

based on

a three-month

rolling

average for

the quarter

ending March 31, 2025.

●

GAAP was acquired on October 1, 2024. The number of GAAP sites was 9,640

as of March 31, 2025.

●

Monthly ARPU

per site,

which combines

hardware, software

and acquiring

revenue, was

approximately ZAR

3,360,

representing a 7% year-on-year growth.

Cash management

Our cash management and

digitalization solutions effectively “puts the

bank” in 4,550

merchants’ stores enabling them

to deposit

their cash faster

and more safely

on our proprietary

Cash Connect vaults.

Our cash business remains

a vital product

in our merchant

offering and is a key differentiator for us

in the digitalization of cash. It

is a very apt point

of entry for such a cash-heavy

market where

many merchants deal

with the

burdens, costs and

risks of handling

large amounts of

cash. We provide robust

cash vaults

in the

merchant

sector (through Cash

Connect) and are

building a presence

in the

micro-merchant sector (through

Kazang Vaults) enables our merchant

customer base to mitigate their operational risks pertaining to cash management

and security.

Q3 2025

Q3 2024

Q3 2023

2025 vs

2024

Number of devices in deployment

4,550

4,465

4,369

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

27.5

27.0

26.2

Lending

Our lending solutions

are offered to

merchants through Capital

Connect and Adumo

Capital. Merchant lending

is an important

component in enabling the merchants we serve to compete

and grow.

Merchants can apply online and have access to funds within 24

hours. Adumo Capital is a joint venture with Retail Capital, a division of Tyme

Bank, with a 50:50 profit share.

Q3 2025

Q3 2024

Q3 2023

2025 vs

2024

Total credit disbursed

(ZAR millions)

(1)

332

219

194

52%

Total net loan book

size at period end (ZAR millions)

(1)

494

299

302

65%

(1) Amounts reflected above includes 100% of

Adumo Capital’s

credit disbursed and net loan book.

●

Q3 2025

is inclusive

of credit

disbursed

under

the Adumo

brand

with the

Adumo

transaction closing

on October

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

●

We experienced significant growth in credit disbursed during the third quarter of fiscal 2025, driven

by Capital Connect

disbursing ZAR 283 million in Q3 2025, compared with ZAR 139 million last quarter (Q2 2025) and ZAR 219 million

a year ago (Q3 2024).

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.

Q3 2025

Q3 2024

Q3 2023

2025 vs

2024

Number of devices in deployment

92,957

80,291

71,806

16%

Total throughput

for the quarter (ZAR billions)

10.6

8.3

7.5

28%

Pre-paid solutions throughput for the quarter (ZAR billions)

4.7

4.5

3.8

Supplier enabled payments throughput for the quarter (ZAR

billions)

5.9

3.8

3.7

57%

●

had 92,957

devices deployed

as of March

31, 2025, representing

a 16% year-on-year

growth compared

to 80,291

devices as

of March

31, 2024.

Core to

our device

placement strategy

is the

decision to

focus on

quality business

and

optimizing our existing fleet, which is reflected in healthy throughput growth.

●

Total

throughput

increased

28%

ZAR

10.6

billion

year-on-year,

driven

57%

increase

supplier

enabled

payments.

Consumer Division

The

Consumer

Division

(“Consumer”)

offers

transactional

account,

loans

and

insurance.

Consumer

includes

our

EasyPay

Payouts platform (previously known as

Adumo Payouts) where we

service consumers who are corporate

employees and receive work-

related benefit payments from their employers through us.

We continue

to deliver against our strategic focus areas underpinning our growth strategy in Consumer

Q3 2025

Q3 2024

Q3 2023

2025 vs

2024

Transactional accounts

(banking) - EasyPay Everywhere

("EPE")

Total active EPE transactional

account base at quarter end

(millions)

1.7

1.5

1.3

16%

Total active EPE transactional

account base at quarter end -

Permanent grant recipients (millions)

(1)

1.5

1.3

1.0

19%

Approximate Gross EPE account activations for the quarter -

Permanent grant recipients (number)

124,000

97,000

39,000

28%

Approximate Net EPE account activations for the quarter -

Permanent grant recipients (number)

(1)

89,000

58,000

1,000

53%

Lending - EasyPay Loans

Approximate number of loans originated during the quarter

(number)

320,000

266,000

207,000

20%

Gross advances in the quarter (ZAR millions)

641

416

320

54%

Loan book size, before allowances, at quarter end (ZAR

millions)

(2)

808

509

398

59%

Insurance - EasyPay Insurance

Approximate number of insurance policies written in the quarter

(number)

55,000

46,000

36,000

20%

Total active insurance

policies on book at quarter end (number)

527,671

414,243

309,165

27%

Average revenue

per customer per month, as of March 31,

(permanent grant beneficiaries) (ZAR)

106

18%

EasyPay Payouts

Approximate number of active cardholders

230,000

Approximate load value for the quarter (ZAR millions)

155

(1) Source: SASSA

statistical reports portal (2025)

| Permanent grant customers per SASSA’s

monthly Social Assistance report

(March 31, 2025).

(2) Gross loan book, before

provisions.

●

Driving customer acquisition, supported by increased

focus on customer service

achieved approximately 124,000

gross account activations

in the quarter,

compared to approximately

97,000 a

year

ago

(Q3

2024)

and

99,000

last

quarter

(Q2

2025).

This

result

reflects

continued

growth

the

new

levels

achieved for the permanent base since

fiscal 2024, and the impact

of operational issues experienced at the

Post Bank

specific to this quarter.

After

accounting

for

churn,

net

active

account

growth

(

permanent

grant

customers

per

SASSA’s

monthly

Social

Assistance report

for March

31, 2025,

on the

SASSA statistical

reports

portal)

for the

quarter was

approximately

89,000 accounts, compared to approximately 58,000 in

the third quarter of

fiscal 2024, and 65 000 a

quarter ago (Q2

2025).

Our total

active EPE

transactional

account base

stood at

approximately

1.7 million

at the

end of

March 2025,

which

approximately

1.5

million

(or

approximately

90%)

are

permanent

grant

recipients

(

permanent

grant

customers

per

SASSA’s

monthly

Social

Assistance

report

for

March

31,

2025,

the

SASSA

statistical

reports

portal).

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

COVID pandemic and extended by

another year in February

2025, to continue until March 2026, in its

current form.

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 320,000

loans during

the quarter,

with our

consumer

loan book,

before allowances

(“gross

book”),

increasing

59% to

ZAR 808

million

as of

March

31, 2025,

compared

to ZAR

509

million

as of

March 31, 2024.

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, calculated as the loans written off

over the last 12 months as a percentage of the total gross

loan book at

the end of

the quarter,

has remained stable

at approximately 6%

on an annualized

basis, compared

quarter three 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 to improve

customer penetration

to approximately

35% of our

active permanent

grant account

base as of

March 31, 2025,

compared to 32%

as of March

31, 2024. Approximately 55,000

new policies were

written

in the quarter, compared to

approximately 46,000 in the

comparable period in fiscal

The total number

of active

policies has grown

27% to approximately

528,000 policies as of

March 31, 2025,

compared to 414,000 policies

of March 31, 2024.

ARPU

ARPU for

our permanent

client base

has increased

to approximately

ZAR 106

per month

for the

third quarter

fiscal 2025, from approximately ZAR 90 in the third quarter of fiscal 2024.

EasyPay Payouts

On 1 October,

2024, the EasyPay Payouts business officially became part

of the Consumer Division.

The number of active

card holders was approximately

230,000 at the end

of the third quarter

of fiscal 2025, with a

load value of approximately ZAR 155 million for quarter ended March

31, 2025.

Enterprise Division

Our

Enterprise

Division

(“Enterprise”)

focuses

large

corporates,

mobile

network

operators,

banks,

governments,

municipalities, and,

through Recharger,

landlords utilizing

Recharger’s

prepaid electricity

metering solution.

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.

Q3 2025

Q3 2024

2025 vs

2024

Bill Payments

Total Throughput

for the quarter (ZAR billions)

12%

Utility Payments

Approximate number of registered prepaid electricity meters deployed (number)

502,790

Total Throughput

for the quarter (ZAR billions)

1.8

1.7

Switching

Approximate number of transactions (million)

(1)

2.2

(1)

Our

new

payment

switch,

Prism

Switch

has

been

production

since

June

2024

thus

prior

period

comparatives

are

not

applicable.

●

The

Recharger

transaction

closed on

March

3, 2025.

Utility

payments

throughput

for

Q3 2025

is inclusive

R116

million attributable to Recharger

utility payments for the month

of March 2025, the impact of

which is not included in

the prior period comparatives.

Acquisition of Recharger

On November 20, 2024, we announced the acquisition of Recharger. With closing conditions satisfied, the deal closed on March

2025,

demonstrating

positive

advancement

our

strategy

the

Enterprise

Division.

Recharger,

allocated

the

Enterprise

operating segment,

is a South African

prepaid electricity submetering

and payments business

with a base

of over 500,000

registered

prepaid electricity meters. We

expect the acquisition to act as an entry point for us into the South African private

utilities space while

augmenting the Enterprise division’s

alternative payment offering.

Debt refinance and new banking partner

At the end of February 2025, we completed the

ZAR 4.5 billion refinance of our Group’s debt facilities, including Investec Bank

as a new banking

partner alongside our incumbent

bank, RMB. The benefits

of the debt refinance

include: consolidating most

of the

Group’s

legacy senior

debt facilities

at the

centre, reducing

the Group’s

overall weighted

average borrowing

rate by

approximately

1.3%

per

year,

reshaping

the

repayment

profile

our

senior

debt,

diversifying

our

funding

sources

and

increasing

debt

facility

headroom, thereby creating flexibility and capacity for organic

and inorganic growth.

Lesaka Employee Share Trust

We successfully launched Lesaka’s Employee Share Ownership Plan (“ESOP”) in March 2025 reflecting our

commitment to our

people. Our ESOP is

designed to create

alignment with our long-term

growth objectives. The

Lesaka ESOP Trust will

hold an effective

3% of our issued shares at

the date of implementation, representing approximately

ZAR 220 million at the current market

price. This

allocation of shares ensures that employees have a

meaningful stake in our future financial success and gives them

the opportunity to

share in the value created by us.

The Lesaka ESOP Trust advances our transformation initiatives and plays an important

role in improving the company’s Broad-

Based Black

Economic

Empowerment (“BBBEE”)

rating. Our

employee base

is comprised

of 87%

designated groups

for BBBEE

purposes. Through the creation

of a broader

base of employee

ownership, we are

helping to promote

economic inclusion and

contribute

to transformation in the broader South African economy.

Association of South African Payment Providers (“ASAPP”)

ASAPP,

publicly launched (www.asapp.co.za)

in January 2025, is now fully established as the

main representatives of non-bank

participants

the

payments

space.

The

eight

original

members

(Altron

Fintech,

Hello

Group

Inc.,

iKhokha

(Pty)

Ltd,

Lesaka

Technologies

(Pty)

Ltd,

Network

International

Holdings

Plc,

Peach

Payment

Services

(Pty)

Ltd,

Shop2Shop

(Pty)

Ltd,

Yoco

Technologies

(Pty)

Ltd)

have

been

joined

Flash

Group,

PayU

GPO,

Cross

Switch

Technology

Ltd,

and

Paycorp

Group.

Key

workstreams include:

●

Greater inclusion of Non-Bank participation in the payment’s

ecosystem including services such as settlement of funds

as part of the Bank's Act.

●

Calling

action

review

interchange

pricing

South

Africa,

directly

with

the

South

African

Reserve

Bank

(“SARB”).

●

Working alongside the SARB and other regulatory stakeholders

on the strategic direction

of the Faster Payment

System,

National Treasury Financial Inclusion

Forum and the Payments Industry Body Formation.

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 March 31, 2025

Refer

Note

our

unaudited

condensed

consolidated

financial

statements

for

full

description

recent

accounting

pronouncements not yet adopted as

of March 31, 2025, including

the expected dates of adoption

and effects on 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

Nine months ended

Year

ended

March 31,

June 30,

2025

2024

2025

2024

ZAR : $ average exchange rate

18.5066

18.7313

18.1212

18.7536

18.7070

Highest ZAR : $ rate during period

19.1171

19.4568

19.1171

19.4568

Lowest ZAR : $ rate during period

18.0985

18.2076

17.1144

17.6278

Rate at end of period

18.3508

18.8760

18.3508

18.8760

18.1808

form10qp63i0

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 nine months ended March 31,

2025

and 2024, vary slightly from the averages shown in the table

above.

Except

described

below,

the

translation

rates

use

presenting

our

results

operations

are

the

rates

shown

the

following table:

Three months ended

Nine months ended

Year

ended

Table 2

March 31,

June 30,

2025

2024

2025

2024

Income and expense items: $1 = ZAR

18.4021

18.8780

18.0393

18.7571

18.6844

Balance sheet items: $1 = ZAR

18.3508

18.8760

18.3508

18.8760

18.1808

have translated the

results of operations and

operating segment information

for the three and

nine months ended March

31,

2025

and 2024, provided

in the tables

below using the

actual average exchange rates

per month (i.e.

for each of

January 2025, February

2025,

and

March

2025

for

the

third

quarter

fiscal

2025)

between

the

USD

and

ZAR

order

reduce

the

reconciliation

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

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

our

reportable

segments.

have

included

intercompany

interest

expense

our

Consumer Segment Adjusted EBITDA

for the three and nine

months ended March 31, 2025.

Once-off items represent non-recurring

expense

items,

including

costs

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

on a separate

line outside

of our

operating segments.

Prior period

information has

been re-

presented to

include the

lease charges

which were

previously reported

on a

separate line

in 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 and

Recharger from March 3,

Adumo and

Recharger

are 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)

Consumer and (3) Enterprise.

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.

Third quarter of fiscal 2025 compared to third quarter

of fiscal 2024

The following

factors had

a significant

impact on

our results

of operations

during the

third quarter

of fiscal

2025 as

compared

with the same period in the prior year:

●

Higher revenue in ZAR:

Our revenues increased

14% in ZAR, primarily

due to the inclusion

of Adumo and

Recharger, an

increase in ADP throughput in Merchant,

as well as higher transaction, insurance

and lending revenues in Consumer,

which

was partially offset by

fewer low margin

prepaid airtime sales

and a lower

contribution from our

legacy Enterprise businesses;

●

Operating

income

increase,

before

transaction

costs:

Operating

income

before

transaction

and

costs

increased

primarily due to

a strong performance

by Consumer and

the contribution from

Adumo and Recharger

from March 3,

2025,

which was partially

offset by higher

costs and the increase

in amortization of

acquisition-related intangible assets

related to

the acquisition of Adumo;

●

Non-cash fair value adjustment related to equity securities:

We recorded a non

-cash fair value loss of $20.4 million during

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

●

Higher net interest

charge:

Net interest charge

increased to $5.1

million (ZAR 95.0

million) from $4.0

million (ZAR 74.6

million) primarily

due to higher

overall borrowings,

which was partially

offset by

a small increase

in interest received

as a

result of the inclusion of Adumo; and

●

Foreign

exchange

movements:

The

U.S.

dollar

was

weaker

against

the

ZAR

during

the

third

quarter

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 March 31,

2025

2024

(As

restated)

(A)

% change

(As restated)

(A)

$ ’000

Revenue

161,450

138,194

17%

Cost of goods sold, IT processing, servicing and support

117,013

107,854

Selling, general and administration

34,217

23,124

48%

Depreciation and amortization

8,429

5,791

46%

Transaction costs related to Adumo and Recharger

acquisitions and certain

compensation costs

1,222

631

94%

Operating income

569

794

(28%)

Change in fair value of equity securities

(20,421)

Interest income

645

628

Interest expense

5,777

4,581

26%

Loss before income tax (benefit) expense

(24,984)

(3,159)

691%

Income tax (benefit) expense

(2,934)

931

Net loss before earnings from equity-accounted investments

(22,050)

(4,090)

439%

Earnings from equity-accounted investments

(72%)

Net loss

(22,038)

(4,047)

445%

Less net income attributable to non-controlling interest

Net loss attributable to us

(22,058)

(4,047)

445%

(A) Revenue and cost of goods sold, IT processing, servicing and support for the three months ended March

31, 2025, have been

restated and

increased

by $25.8

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 March 31,

2025

2024

(As

restated)

(A)

% change

(As restated)

(A)

ZAR ’000

Revenue

2,987,226

2,609,913

14%

Cost of goods sold, IT processing, servicing and support

2,165,180

2,036,881

Selling, general and administration

632,841

436,746

45%

Depreciation and amortization

155,919

109,379

43%

Transaction costs related to Adumo and Recharger

acquisitions and certain

compensation costs

22,361

11,915

88%

Operating income

10,925

14,992

(27%)

Change in fair value of equity securities

(373,784)

Interest income

11,944

11,861

Interest expense

106,923

86,504

24%

Loss before income tax (benefit) expense

(457,838)

(59,651)

668%

Income tax (benefit) expense

(53,650)

17,575

Net loss before earnings from equity-accounted investments

(404,188)

(77,226)

423%

Earnings from equity-accounted investments

220

811

(73%)

Net loss

(403,968)

(76,415)

429%

Less net income attributable to non-controlling interest

369

Net loss attributable to us

(404,337)

(76,415)

429%

(A) Revenue and cost of goods sold, IT processing, servicing and support for the three months ended March

31, 2025, have been

restated and increased by ZAR

477.2 million to correct the

misstatements discussed in Note 1

to the unaudited condensed consolidated

statement of operations.

Revenue

increased

by $23.3

million

(ZAR

377.3

million)

16.8%

(in

ZAR

14.5%).

The

increase

was

primarily

due

the

inclusion of Adumo, an increase in the

volume of ADP provided (prepaid airtime), the

impact of an increase in

certain issuing fee base

prices year-over-year,

and transaction

activity in

our issuing

business, and

an increase

in insurance

premiums collected

and lending

revenues following higher loan originations,

which was partially offset by fewer low margin prepaid airtime sales. 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 $9.2 million (ZAR 128.3 million) or 8.5% (in ZAR 6.3%),

primarily due

to the

inclusion of

Adumo, higher

commissions paid

related to

ADP revenue

generated, and

higher insurance-related

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

by the decrease in low margin prepaid airtime sales.

Selling, general

and administration

expenses increased

by $11.1

million (ZAR

196.1 million),

or 48.0%

(in ZAR

44.9%). The

increase

was

primarily

due

the

inclusion

Adumo;

higher

employee-related

expenses

(including

the

impact

annual

salary

increases);

reorganization and retrenchment costs, an increase in the allowance for credit losses as a result of higher lending activities

by both Consumer

and Merchant, higher

stock-based compensation

charges; and

the year-over-year impact

of inflationary increases

on certain expenses, which was partially offset by

lower bonus provision expense.

Depreciation and amortization

expense increased by

$2.6 million (ZAR 46.5

million),

or 45.6% (42.5%). The

increase was due

to the inclusion

of acquisition-related

intangible asset amortization

related to intangible

assets identified pursuant

to the Adumo

and

Recharger acquisitions

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

Transaction

costs related

to Adumo

and Recharger

acquisitions and

certain compensation

costs increased

primarily due

to the

inclusion of post-combination compensation charges recognized related to the Recharger acquisition. Refer to Note

2 to our unaudited

condensed consolidation financial statements for additional information.

Our operating

income margin

for the

third quarter

of fiscal

2025

and 2024

was 0.4%

and 0.6%,

respectively.

discuss the

components of operating loss margin under “—Results of operations

by operating segment.”

The change

in fair

value of

equity securities

of $20.4

million during

the third

quarter 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 third quarter

of fiscal 2024, or

any fair value adjustments

for Cell C during

the third quarter of

fiscal 2025 or 2024,

respectively.

continue

carry

our

investment

Cell

(zero).

Refer

Note

our

unaudited

condensed

consolidation

financial

statements for the methodology and inputs used in the fair value calculation

for MobiKwik and Cell C.

Interest on surplus cash was flat at $0.6 million (ZAR 11.9

million) from $0.6 million (ZAR 11.9 million)

Interest expense increased to $5.8 million (ZAR 106.9 million) from $4.6 million (ZAR 86.5 million). In ZAR, the increase was

primarily by higher

overall borrowings during

the third quarter

of fiscal 2025

compared with the

comparable period in

the prior quarter.

Fiscal 2025

income

tax benefit

was $(2.9)

million (ZAR

(53.7)

million) compared

to an

income

tax expense

of $0.9

million

(ZAR 17.6 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

acquisition-related

intangible

asset

amortization,

non-deductible

expenses

(in

transaction-related

expenses),

the

on-going

losses

incurred by certain of our

South African businesses,

a valuation allowance created

related to the fair value

adjustment to MobiKwik,

and the associated

valuation allowances

created related

to the deferred

tax assets recognized

regarding net

operating losses

incurred

by these entities.

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 March 31,

2025

2024

$ %

$ ’000

change

Other

(72%)

Total

income (loss) from equity-accounted investments

(72%)

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 March 31,

(As

restated)

(A)

% of total

(As

restated)

(A)

% change

2025

2024

(As

restated)

(A)

% of

Operating Segment

$ ’000

total

Consolidated revenue:

Merchant

(A)

128,781

80%

111,801

81%

15%

Consumer

24,096

15%

17,904

13%

35%

Enterprise

9,444

11,322

(17%)

Subtotal: Operating segments

162,321

101%

141,027

102%

15%

Eliminations

(871)

(1%)

(2,833)

(2%)

(69%)

Total

consolidated revenue

(A)

161,450

100%

138,194

100%

17%

Group Adjusted EBITDA:

Merchant

(1)(2)

8,103

63%

7,420

76%

Consumer

(1)(2)

6,333

49%

3,757

39%

69%

Enterprise

(2)

133

725

(82%)

Group costs

(1,772)

(13%)

(2,199)

(22%)

(19%)

Group Adjusted EBITDA (non-GAAP)

(3)

12,797

100%

9,703

100%

32%

(A) Revenue has been restated and

increased by $25.8 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 March

31, 2025, includes reorganization

and retrenchment costs of

$0.7 million for Merchant and Enterprise of $0.3

million. Segment Adjusted EBITDA Consumer includes retrenchment costs

of $0.01

million for the third quarter of fiscal 2024.

(2) Lease expenses which were

previously presented on a

separate line in fiscal 2024

are now included in Merchant,

Enterprise

and Consumer Segment

Adjusted EBITDA. The prior

period has been

re-presented to conform with

current period presentation.

See

also “—Results

of Operations

—

Presentation of

Merchant, 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 March 31,

(As

restated)

(A)

% of total

(As

restated)

(A)

% change

2025

2024

(As

restated)

(A)

% of

Operating Segment

ZAR ’000

total

Consolidated revenue:

Merchant

(A)

2,382,982

80%

2,111,386

81%

13%

Consumer

445,845

15%

338,170

13%

32%

Enterprise

174,565

213,856

(18%)

Subtotal: Operating segments

3,003,392

101%

2,663,412

102%

13%

Eliminations

(16,166)

(1%)

(53,499)

(2%)

(70%)

Total

consolidated revenue

(A)

2,987,226

100%

2,609,913

100%

14%

Group Adjusted EBITDA:

Merchant

(1)(2)

149,858

63%

140,091

76%

Consumer

(1)(2)

117,144

49%

70,988

39%

65%

Enterprise

(2)

2,384

13,716

(83%)

Group costs

(32,623)

(13%)

(41,529)

(22%)

(21%)

Group Adjusted EBITDA (non-GAAP)

(3)

236,763

100%

183,266

100%

29%

(A)

Revenue

has

been

restated

and

increased

ZAR

477.2

million

correct

the

misstatements

discussed

Note

the

unaudited condensed consolidated statement of operations.

(1) Segment

Adjusted EBITDA

Merchant and

Segment Adjusted

EBITDA Merchant

include reorganization

and retrenchment

costs of

ZAR 12.9

million and

Enterprise of

ZAR 5.4

million, respectively,

for the

third quarter

of fiscal

2025.

Segment Adjusted

EBITDA for Consumer includes retrenchment costs of ZAR 0.1 million for

the third quarter of fiscal 2024.

(2) Lease expenses which were

previously presented on a

separate line in fiscal 2024

are now included in Merchant,

Enterprise

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

to conform with current period presentation.

(3) Group Adjusted EBITDA

is a non-GAAP measure, refer

to reconciliation below at

“—Results of Operations—Use of

Non-

GAAP Measures”.

Merchant

Segment revenue primarily increased due to the inclusion of Adumo and a higher volume of ADP,

which was partially offset by

fewer 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, including employment-related expenditures, to

expand

our

offering,

increase

the

allowance

for

credit

losses

following

higher

loan

originations

and

reorganization

and

retrenchment costs incurred during the

third quarter of fiscal

2025.

We recorded a significant proportion of our

airtime sales in revenue

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

third quarter of fiscal 2025 and 2024 was 6.3% and 6.6%, respectively.

Consumer

Segment revenue

increased primarily

due to

higher transaction

fees generated

from the

higher EPE

account holders

base, the

impact

increase

certain

issuing

fee

base

prices

year-over-year,

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 during

the quarter,

higher insurance-related claims,

interest expense (of

approximately ZAR 16.5

million) incurred

to fund our lending book 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. Therefore,

we have

included an intercompany interest expense in our Consumer Segment Adjusted EBITDA for the third quarter of fiscal 2025 compared

with the third quarter of fiscal 2024.

Our Segment Adjusted EBITDA margin for the

third quarter of fiscal 2025 and 2024 was 26.3%

and 21.0%, 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,

which

was

partially

offset

the

inclusion

Recharger.

ZAR,

the

significant

decrease

Segment

Adjusted EBITDA is primarily due to the impact of fewer sales, which was partially

offset by the inclusion of Recharger.

Our Segment Adjusted (loss) EBITDA margin for the

third quarter of fiscal 2025 and 2024 was 1.41% and 6.4%, 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

decreased

compared with

the prior

period due

to lower

bonus

provision

expense, which

was

partially offset

by higher

employee costs

resulting from

an increase

in the

number of

individuals allocated

to group

costs and

base

salary adjustments, audit and consulting fees.

Year

to date fiscal 2025 compared to year to date fiscal 2024

The following factors

had a significant

impact on our

results of operations

during the year

to date fiscal

2025 as compared

with

the same period in the prior year:

●

Increase in

Revenue:

Our revenues

increased 13.5%

in ZAR,

primarily due

to the

inclusion of

Adumo and

Recharger,

increase in value

-added services activity

in Merchant,

higher Pinned

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

increase,

before

transaction

costs:

Operating

income,

before

transaction

and

costs,

increased

significantly primarily due to contribution from

Adumo from October 1, 2024 and

Recharger from March 3, 2025, which

was

partially

offset

increased

costs

and

the

increase

amortization

acquisition-related

intangible

assets

the

acquisition of Adumo and Recharger;

●

Non-cash fair value adjustment related to equity securities:

We recorded a non

-cash fair value loss of $54.2 million during

the year to date fiscal 2025 related to our investment in MobiKwik;

●

Higher net

interest charge:

Net interest

charge

increased to

$15.0 million

(ZAR 272.5

million) from

$12.8 million

(ZAR

239.0 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 4% weaker

against the ZAR

during the year

to date 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

Nine months ended March 31,

2025

2024

(As

restated)

(A)

% change

(As restated)

(A)

$ ’000

Revenue

491,234

418,176

17%

Cost of goods sold, IT processing, servicing and support

366,618

329,610

11%

Selling, general and administration

97,213

67,146

45%

Depreciation and amortization

22,928

17,460

31%

Transaction costs related to Adumo and Recharger

acquisitions and certain

compensation costs

3,174

665

377%

Operating income

1,301

3,295

(61%)

Change in fair value of equity securities

(54,152)

Loss on disposal of equity-accounted investments

161

Reversal of allowance for EMI doubtful debt receivable

250

Interest income

1,952

1,562

25%

Interest expense

16,983

14,312

19%

Loss before income tax (benefit) expense

(68,043)

(9,205)

639%

Income tax (benefit) expense

(9,268)

1,881

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

(58,775)

(11,086)

430%

Income (Loss) from equity-accounted investments

(1,319)

Net loss

(58,686)

(12,405)

373%

Less net income attributable to non-controlling interest

Net loss attributable to us

(58,734)

(12,405)

373%

(A) Revenue and cost of goods sold, IT processing, servicing and support for the three months ended March

31, 2025, have been

restated and

increased

by $63.2

million

to correct

the misstatements

discussed in

Note 1

to the

unaudited

condensed consolidated

statement of operations.

Table 9

In South African Rand

Nine months ended March 31,

2025

2024

(As

restated)

(A)

% change

(As restated)

(A)

ZAR ’000

Revenue

8,899,861

7,842,078

13%

Cost of goods sold, IT processing, servicing and support

6,640,677

6,181,076

Selling, general and administration

1,761,823

1,259,415

40%

Depreciation and amortization

415,665

327,408

27%

Transaction costs related to Adumo and Recharger

acquisitions and certain

compensation costs

56,809

12,550

353%

Operating income

24,887

61,629

(60%)

Change in fair value of equity securities

(988,494)

Loss on disposal of equity-accounted investments

2,886

Reversal of allowance for EMI doubtful debt receivable

4,741

Interest income

35,347

29,309

21%

Interest expense

307,831

268,262

15%

Loss before income tax (benefit) expense

(1,238,977)

(172,583)

618%

Income tax (benefit) expense

(169,202)

35,245

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

(1,069,775)

(207,828)

415%

Income (Loss) from equity-accounted investments

1,586

(25,041)

Net loss

(1,068,189)

(232,869)

359%

Less net income attributable to non-controlling interest

865

Net loss attributable to us

(1,069,054)

(232,869)

359%

(A) Revenue and cost of goods sold, IT processing, servicing and support for the three months ended March

31, 2025, have been

restated and

increased by ZAR

1.1 billion

to correct the

misstatements discussed in

Note 1 to

the unaudited condensed

consolidated

statement of operations.

Revenue increased by $73.1 million

(ZAR 1,057.8 million), or 17.5%

(in ZAR, 13.5%), 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, and an

increase in insurance

premiums collected and

lending revenues following higher

loan originations, and higher Pinned Airtime sales.

Cost of goods sold, IT processing, servicing and support decreased by $37.0 million (or 11.2%) and, in ZAR, decreased by ZAR

459.6 million (or

7.4%), primarily due

to the decrease in

Pinned Airtime cost

of sales, which

was partially offset

by the inclusion

Adumo, higher commissions

paid related to

ADP revenue generated,

and higher insurance-related

claims and third-party

transaction

fees.

Selling, general

and administration

expenses increased

by $30.1

million (ZAR

502.4 million),

or 44.8%

(in ZAR

39.9%). 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 $5.5

million (ZAR 88.3 million),

or 31.3% (27.0%). The

increase was due

to the inclusion

of acquisition-related

intangible asset amortization

related to intangible

assets identified pursuant

to the Adumo

and

Recharger acquisitions

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

Transaction

costs related

to Adumo

and Recharger

acquisitions and

certain compensation

costs includes

fees paid

to external

service providers

associated with

legal and

advisory services

procured to

close the

Adumo transaction

on October

1, 2024,

and the

Recharger

transaction

March

2025,

and

increased

primarily

due

the

inclusion

post-combination

compensation

charges

recognized related

to the

Recharger

acquisition. Refer

to Note

2 to

our unaudited

condensed consolidation

financial statements

for

additional information.

Our

operating

income

margin

for

the

year

date

fiscal

2025

and

2025

was

0.3%

and

0.8%,

respectively.

discuss

the

components of operating loss margin under “—Results of operations

by operating segment.”

The change in fair value of equity securities of $54.2 million during

the year to date 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 year

to date fiscal 2024,

or any fair value adjustments

for Cell C during

the year to date fiscal 2025

or 2024, respectively.

We continue

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 $2.0 million (ZAR 35.3 million) from $1.6 million (ZAR 29.3 million), primarily due to the

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

the year to date fiscal 2025 compared with 2024.

Interest expense increased to $17.0

million (ZAR 307.8 million)

from $14.3 million (ZAR 268.3

million). In ZAR, the increase

was primarily as a result of higher overall borrowings during the year to date fiscal 2025

compared with the comparable period in the

prior quarter.

Fiscal 2025 income tax benefit

was $(9.3) million (ZAR (169.2)

million) compared an income tax

expense of $1.9 million

(ZAR

35.2

million)

fiscal

2024.

Our

effective

tax

rate

for

fiscal

2025

was

impacted

deferred

tax

impact

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),

a valuation allowance

created related to the fair value adjustment to MobiKwik,

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

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

year to date

fiscal 2024. The

table below presents

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

Table 10

Nine months ended March 31,

2025

2024

$ %

$ ’000

change

Finbond

(1,445)

Share of net loss

(278)

Impairment

(1,167)

Other

126

(29%)

(1,319)

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

Nine months ended March 31,

(As

restated)

(A)

% of total

(As

restated)

(A)

% change

2025

2024

(As

restated)

(A)

% of

Operating Segment

$ ’000

total

Consolidated revenue:

Merchant

(A)

397,642

81%

341,044

82%

17%

Consumer

68,097

14%

50,191

12%

36%

Enterprise

30,259

32,710

(7%)

Subtotal: Operating segments

495,998

101%

423,945

102%

17%

Eliminations

(4,764)

(1%)

(5,769)

(2%)

(17%)

Total

consolidated revenue

(A)

491,234

100%

418,176

100%

17%

Group Adjusted EBITDA:

Merchant

(1)(2)

25,976

76%

21,827

82%

19%

Consumer

(1)(2)

15,071

44%

8,452

32%

78%

Enterprise

(1)(2)

464

2,431

(81%)

Group costs

(7,541)

(21%)

(6,032)

(23%)

25%

Group Adjusted EBITDA (non-

GAAP)

(3)

33,970

100%

26,678

100%

27%

(A) Revenue has been restated and

increased by $63.2 million to correct

the misstatements discussed in Note 1

to the unaudited

condensed consolidated statement of operations.

(1) Segment Adjusted

EBITDA for the nine

months ended March

31, 2025, includes reorganization

and retrenchment costs for

Merchant of $0.7

million, Enterprise of

$0.3 million, and

Consumer of $0.1

million. Segment

Adjusted EBITDA for

Merchant includes

retrenchment costs of $0.2 million and Consumer includes retrenchment

costs of $0.2 million for year to date fiscal 2024.

(2) Lease expenses which were

previously presented on a

separate 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

Nine months ended March 31,

(As

restated)

(A)

% of total

(As

restated)

(A)

% change

2025

2024

(As

restated)

(A)

% of

Operating Segment

ZAR ’000

total

Consolidated revenue:

Merchant

(A)

7,203,583

81%

6,395,041

82%

13%

Consumer

1,234,595

14%

941,566

12%

31%

Enterprise

548,390

613,770

(11%)

Subtotal: Operating segments

8,986,568

101%

7,950,377

102%

13%

Eliminations

(86,707)

(1%)

(108,299)

(2%)

(20%)

Total

consolidated revenue

(A)

8,899,861

100%

7,842,078

100%

13%

Group Adjusted EBITDA:

Merchant

(1)(2)

470,476

76%

409,236

82%

15%

Consumer

(1)(2)

273,313

44%

158,833

32%

72%

Enterprise

(1)(2)

8,415

45,689

(82%)

Group costs

(135,542)

(21%)

(113,172)

(23%)

20%

Group Adjusted EBITDA (non-

GAAP)

(3)

616,662

100%

500,586

100%

23%

(A) Revenue has been

restated and increased by

ZAR 1.1 billion to

correct the misstatements discussed

in Note 1 to

the unaudited

condensed consolidated statement of operations.

(1) Segment Adjusted

EBITDA for the nine

months ended March

31, 2025, includes reorganization

and retrenchment costs for

Merchant of

ZAR 12.9

million, Enterprise

of ZAR

5.6 million,

and Consumer

of ZAR

1.5 million.

Segment Adjusted

EBITDA for

Merchant includes retrenchment costs

of ZAR 4.7 million

and Consumer includes retrenchment

costs of ZAR 2.9 million

for year to

date fiscal 2024.

(2) Lease expenses

which were

previously presented on

a separate

line in fiscal

2024 are

now included in

Merchant and Consumer

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

with current period presentation.

(3) Group Adjusted EBITDA

is a non-GAAP measure, refer

to reconciliation below at

“—Results of Operations—Use of

Non-

GAAP Measures”.

Merchant

Segment revenue

primarily increased

due to

the inclusion

of Adumo,

a higher

volume of

ADP provided

(Pinless Airtime

and

gaming), and

higher Pinned

Airtime sales.

In ZAR,

the increase

in Segment

Adjusted EBITDA

is primarily

due to

the inclusion

Adumo, which was partially offset by higher operating expenses incurred,

including employment-related expenditures, to expand our

offering,

an increase in

the allowance for

credit losses following

higher loan originations

and reorganization

and retrenchment costs

incurred during the third quarter of fiscal 2025.

Our Segment

Adjusted EBITDA

margin

(calculated as

Segment Adjusted

EBITDA divided

by revenue)

for the

year to

date

fiscal 2025 and 2024 was 6.5% 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

and

the

third

quarter

fiscal

2025,

higher

insurance-related

claims,

interest

expense

(of

approximately

ZAR

45.0

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 discussed

in our commentary

for the second

quarter of

fiscal 2025,

we have included

an intercompany

interest

expense in our Consumer Segment Adjusted EBITDA for year to date

fiscal 2025 compared with the year to date fiscal 2024.

Our Segment Adjusted EBITDA margin for the year

to date fiscal 2025 and 2024 was 22.1% and 16.8%, 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,

which

was

partially

offset

the

inclusion

Recharger.

ZAR,

the

significant

decrease

Segment

Adjusted EBITDA is primarily due to the impact of few sales,

which was partially offset by the inclusion of Recharger

Our Segment Adjusted EBITDA margin for the year

to date fiscal 2025 and 2024 was 1.5% and 7.4%, 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

to date and fiscal 2024,

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)

(A)

In United States dollars

Quarter 1

Quarter 2

Quarter 3

F2025

$ ’000

Revenue

Merchant

(A)

$123,652

$145,209

$128,781

$397,642

Consumer

21,072

22,929

24,096

68,097

Enterprise

11,882

8,933

9,444

30,259

Subtotal: Operating segments

$156,606

$177,071

$162,321

$495,998

Eliminations

(3,038)

(855)

(871)

(4,764)

Total

consolidated revenue

(A)

$153,568

$176,216

$161,450

$491,234

Group Adjusted EBITDA:

Merchant

7,554

10,319

8,103

25,976

Consumer

4,396

4,342

6,333

15,071

Enterprise

362

(31)

133

464

Group costs

(2,949)

(2,820)

(1,772)

(7,541)

Group Adjusted EBITDA (non-GAAP)

9,363

11,810

12,797

33,970

Income and expense items: $1 = ZAR

17.72

17.85

18.40

18.04

(A) Revenue for

the first quarter,

second quarter,

third quarter and

year to date

of fiscal 2025

have been restated

and increased

by $8.0 million,

$29.4 million, $25.8

million and $63.2

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.

are

working

obtaining a

separate lending

facility to

fund a

portion of

our Consumer

lending during

the twelve

months ended

June 30,

2025.

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

of a

broader refinancing of

our facilities. Therefore, we

have included an

intercompany interest expense in

our Consumer

Segment Adjusted

EBITDA for

the three

and nine

months ended

March 31,

Once-off

items represents

non-recurring income

and expense items, including costs related to acquisitions and transactions consummated

or ultimately not pursued.

The table below presents the reconciliation between GAAP net loss attributable

to Lesaka to Group Adjusted EBITDA:

Table 15

Three months ended

March 31,

Nine months ended

March 31,

2025

2024

2025

2024

$ ’000

Loss attributable to Lesaka - GAAP

(22,058)

(4,047)

(58,734)

(12,405)

Less net income attributable to non-controlling interest

(20)

(48)

Net loss

(22,038)

(4,047)

(58,686)

(12,405)

(Earnings) loss from equity accounted investments

(12)

(43)

(89)

1,319

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

(22,050)

(4,090)

(58,775)

(11,086)

Income tax (benefit) expense

(2,934)

931

(9,268)

1,881

Loss before income tax expense

(24,984)

(3,159)

(68,043)

(9,205)

Interest expense

5,777

4,581

16,983

14,312

Interest income

(645)

(628)

(1,952)

(1,562)

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

20,421

54,152

Operating income

569

794

1,301

3,295

PPA amortization

(amortization of acquired intangible assets)

4,974

3,562

13,588

10,762

Depreciation and amortization

3,455

2,229

9,340

6,698

Stock-based compensation charges

2,497

2,090

7,518

5,653

Interest adjustment

(890)

(2,478)

Once-off items

(1)

2,306

907

4,599

169

Unrealized loss (gain) FV for currency adjustments

(114)

121

102

101

Group Adjusted EBITDA - Non-GAAP

12,797

9,703

33,970

26,678

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

items for the periods presented:

Table 16

Three months ended

March 31,

Nine months ended

March 31,

2025

2024

2025

2024

$ ’000

Transaction costs

1,084

276

1,621

456

Transaction costs related to Adumo and Recharger

acquisitions and

certain compensation costs

1,222

631

3,174

665

Indirect taxes provision release

(196)

Income recognized related to closure of legacy businesses

(952)

Total once-off

items

2,306

907

4,599

169

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

and

Recharger over a 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 March 31, 2025, our cash and cash equivalents were

$71.0 million and comprised of U.S. dollar-denominated

balances of

$3.2 million,

ZAR-denominated balances

of ZAR 1.2

billion ($65.9 million),

and other currency

deposits, primarily

Botswana pula,

of $1.9 million,

all amounts translated

at exchange rates

applicable as of

March 31, 2025.

The increase in

our unrestricted cash

balances

from June 30,

2024, was primarily due

to the positive contribution

from our Merchant

and Consumer operations

and utilizing of our

borrowing facilities,

which was partially

offset by

the utilization of

cash reserves to

fund certain scheduled

and other repayments

our borrowings,

settle the cash

portion of the

purchase consideration

related to our

various acquisitions,

purchase ATMs

and vaults,

pay annual bonuses, pay for expenses included in our group costs, and

to make an investment in working capital.

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. 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

March 31, 2025:

Table 17

RMB GBF

RMB Other

Nedbank

$ ’000

ZAR ’000

$ ’000

ZAR ’000

$ ’000

ZAR ’000

Total

short-term facilities available, comprising:

Total overdraft

38,195

700,901

Indirect and derivative facilities

(1)

5,487

100,700

8,531

156,556

Total

short-term facilities available

38,195

700,901

5,487

100,700

8,531

156,556

Utilized short-term facilities:

Overdraft

23,550

432,156

Indirect and derivative facilities

(1)

1,804

33,097

115

2,107

Total

short-term facilities utilized

23,550

432,156

1,804

33,097

115

2,107

Interest rate, based on South African prime rate

10.50%

N/A

(1)

Other

facilities

include

indirect

and

derivative

facilities

may

only

used

for

guarantees,

letters

credit

and

forward

exchange contracts to support guarantees issued by RMB and Nedbank

to various third parties on our behalf.

In terms of

a commitment provided

to the lender

under the CTA

entered into on

February 27, 2025,

we have undertaken

not to

utilize more than ZAR 5.0 million ($0.3 million) of the Nedbank Facility.

Long-term borrowings

We have aggregate long-term borrowing outstanding of ZAR 3.6 billion ($194.7 million translated at

exchange rates as of March

31, 2025)

as described

in Note

These

borrowings include

outstanding

long-term borrowings

obtained by

Lesaka SA

of ZAR

3.1

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

We have utilized all of these long-term borrowings

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 and an asset backed facility of ZAR 227.0 million which is utilized to

partially fund the acquisition of POS devices and vaults.

Restricted cash

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 March 31, 2025, 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

Third quarter

Net cash provided by

operating activities during the

third quarter of fiscal

2025 was $10.7 million

(ZAR 196.2 million) compared

to net cash utilized of

$19.2 million (ZAR 362.1 million) during

the third quarter of fiscal

Excluding the impact of income

taxes,

our cash

provided by

operating activities

during the

third quarter

of fiscal

2025 was

positively impacted

by movements

within our

Merchant and Enterprise businesses related to quarter-end transaction processing activities,

lower inventory holdings as of March 31,

2025, and the contribution from our Merchant and Consumer businesses,

which was partially offset by the impact of cash utilized

for

the significant net growth in our Consumer and Merchant finance

loans receivable books.

During the third quarter of fiscal 2025, we paid first provisional South African tax payments of $0.6 million (ZAR 10.9 million)

related primarily to certain of Adumo’s

subsidiaries 2025 tax year.

We also

paid taxes totaling $0.1 million in

other tax jurisdictions,

primarily

in Namibia

and Botswana

during

the third

quarter of

fiscal

2025.

During

the third

quarter

of fiscal

2024,

paid

taxes

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

Taxes paid (refunded)

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

Table 18

Three months ended March 31,

2025

2024

2025

2024

ZAR

‘000

First provisional payments

594

10,885

Second provisional payments

691

Tax refund received

(151)

(7)

(2,016)

(128)

Total South African

taxes paid

443

8,869

581

Foreign taxes paid

1,148

1,072

Total

tax paid

505

10,017

1,653

Year

to date

Net cash used in operating activities during the year to date of fiscal 2025

was $2.6 million (ZAR 47.6 million) compared to net

cash provided by operating activities

of $23.1 million (ZAR 434.0

million) during the year

to date of fiscal

Excluding the impact

of income taxes, our cash used in operating activities during the year to date of fiscal 2025 includes cash utilized for the settlement of

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

and Merchant

finance loans

receivable books,

which was

partially offset

by was

positively

impacted by the contribution from Merchant and Consumer businesses.

During the year to date of

fiscal 2025, we paid first provisional

South African tax payments of

$3.7 million (ZAR 67.1 million)

related to our 2025. We

also paid taxes totaling $0.2 million in other tax

jurisdictions, primarily in Namibia and Botswana during

the

year to date of fiscal 2025. During the year to

date 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 $0.6

million (ZAR

12.2

million). We also

paid taxes totaling $0.2 million in other tax jurisdictions, primarily in Botswana.

Taxes (refunded)

paid during the year to date of fiscal 2025 and 2024 were as follows:

Table 19

Nine months ended March 31,

2025

2024

2025

2024

ZAR

‘000

First provisional payments

3,682

2,663

67,149

49,534

Second provisional payments

691

Taxation paid related

to prior years

641

1,660

12,187

Tax refund received

(264)

(38)

(4,069)

(768)

Total South African

taxes paid

3,511

3,302

64,740

61,644

Foreign taxes paid

202

196

3,693

3,677

Total

tax paid

3,713

3,498

68,433

65,321

Cash flows from investing activities

Third quarter

Cash used

in investing

activities for

the third

quarter of

fiscal 2025

included

capital expenditures

of $2.8

million (ZAR

51.8

million), primarily due to

the acquisition of

vaults and POS

devices. We also incurred expenditures of

$1.7 million (ZAR

30.8 million),

primarily related

to the capitalization

of development costs,

during the third

quarter of fiscal

During the

third quarter of

fiscal

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

Recharger.

Cash used

investing

activities for

the third

quarter

of fiscal

2024

included

capital

expenditures

of $2.9

million

(ZAR 55.6

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

Year

to date

Cash used

in investing

activities for

the year

to date

of fiscal

2025 included

capital expenditures

of $13.1

million (ZAR

236.3

million), primarily due to

the acquisition of

vaults and POS

devices. We also incurred expenditures of

$2.3 million (ZAR

41.0 million),

primarily related

to the

capitalization of

development costs,

during the

third quarter

of fiscal

During

the year

to date of

fiscal

2025, we paid $10.6 million related to acquisition of certain businesses, including

Adumo and Recharger.

Cash used

in investing

activities for

the year

to date

of fiscal

2024 included

capital expenditures

of $8.0

million (ZAR 149.1

million), primarily due to the acquisition of vaults. During the

year to date 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.

Cash flows from financing activities

Third quarter

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

acquisition

Recharger

and

for

the

February

2025

refinance

certain

our

facilities,

and

repaid

$50.5

million

towards

our

refinanced

facilities.

utilized

$175.8

million

our

long-term

borrowings

for

the

February

2025

refinance

certain

our

facilities. We

repaid $134.5 million of

long-term borrowings towards our

refinanced facilities and in

accordance with our repayment

schedule and paid

$7.2 million to settle

Adumo’s

borrowings.

also paid fees

of $0.5

million related the

February 2025 refinance

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

During the third

quarter of fiscal 2024

we utilized $24.9 million

from our South

African overdraft facilities

to fund our

ATMs

and our cash management business through Connect, and repaid

$43.4 million of those facilities. We utilized $3.4 million of our long-

term borrowings to fund

the acquisition of certain

capital expenditures and for

working capital requirements. We

repaid $7.2 million

long-term

borrowings

accordance

with

our

repayment

schedule

well

settle

portion

our

revolving

credit

facility

utilized.

Year

to date

During the

year to date

of fiscal 2025,

we utilized $94.2

million from

our South African

overdraft facilities

to fund our

ATMs

and our

cash management

business through

Connect as

well as

to partially

fund the

acquisition of

Recharger

and for

the February

2025 refinance of certain of our

facilities. We

repaid $84.9 million of those facilities,

including towards our refinanced facilities.

utilized $189.5 million

of 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,

for working

capital requirements and for

the February 2025 refinance

of certain of our

facilities. We repaid $130.0 million of long-term

borrowings

towards our refinanced facilities and in accordance with our repayment schedule, paid

$7.2 million to settle Adumo’s borrowings, and

settled a portion

of our revolving credit

facility utilized. We also paid an

origination fee of $1.0

million to secure

additional borrowings

as well as paid dividends to the non-controlling interest of $0.4 million.

During the year to date

of fiscal 2024, we utilized

$153.5 million from our South

African overdraft facilities to fund

our ATMs

and our

cash management

business through

Connect, and

repaid $172.2

million of

those facilities.

utilized $14.4

million of

our

long-term borrowings

to fund

the acquisition

of certain

capital expenditures

and for

working capital

requirements. We

repaid $13.1

million of long-term borrowings

in accordance with

our repayment schedule as

well as to

settle a portion

of 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 fourth

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 third quarter of fiscal 2025

and 2025 are discussed under “—Liquidity and Capital Resources—Cash

flows

from

investing

activities.”

Our

capital

expenditures

for

the

past

three

fiscal

years

were

funded

through

internally

generated

funds, or our asset-backed borrowing

arrangements. We

had outstanding capital commitments as of

March 31, 2025, of $0.1 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 March 31,

2025, 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 March

31, 2025. The

effect of a

hypothetical 1% (i.e.

100

basis points)

increase

and

1% decrease

the

interest

rates

applicable

the

borrowings

as of

March

31,

2025,

are shown.

The

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

best- or worst-case scenarios.

Table 20

As of March 31, 2025

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

23,853

26,048

(1%)

21,658

The following

table summarizes

our exchange-traded

equity security

with equity

and liquidity

price risk

as of

March 31, 2025.

The effects

of a

hypothetical 10%

increase and

a 10%

decrease in

market prices

as of

March 31,

2025, 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 March 31, 2025

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

22,113

10%

24,324

10%

19,902

(1%)

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

March 31, 2025.

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 March

31, 2025. 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 nine months

ended March 31, 2025. 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,

March

31,

2025.,

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

our

internal

control

over

financial

reporting

during

the

fiscal

quarter

ended

March

31,

2025.,

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, 2024,

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

March 31, 2025.

If we are not

able to remediate

these material weaknesses, or

we identify additional

deficiencies in the future

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 nine months ended March 31, 2025 included in 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

March 31, 2025.

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 nine months ended March 31, 2025

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 third 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

Jan 1, 2025 - Jan 31, 2025

100,000,000

Feb 1, 2025 - Feb 28, 2025

(1)

5,662

4.86

100,000,000

Mar 1, 2025 - Mar 31, 2025

100,000,000

Total

5,662

(1) Relates to the delivery of

5,662 shares of our common stock in

February 2025 to us by certain

of our employees to settle their

income tax liabilities. These shares do not reduce the repurchase authority

under the share 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 third 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

March 31, 2025,

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

10.46#

Common Terms Agreement Senior Term Loan, Revolving

Loan and Working Capital Facilities and Lesaka

Technologies Proprietary Limited (as Term/RCF Borrower)

and FirstRand Bank Limited (acting through its Rand

Merchant Bank division) (as Facility Agent) and Bowwood

and Main No 408 (RF) Proprietary Limited (as Debt

Guarantor) dated February 27, 2025

10.47#

Senior Term Facility A Agreement between Lesaka

Applied Technologies Proprietary Limited (as Term/RCF

Borrower) and The Persons Listed in Annexure A (as

Original Senior Term Facility A Lenders) and FirstRand

Bank Limited (acting through its Rand Merchant Bank

Division) (as Facility Agent) dated February 27, 2025

10.48#

Senior Term Facility B Agreement between Lesaka Applied

Technologies Proprietary Limited (as Term/RCF Borrower)

and The Persons Listed in Annexure A (as Original Senior

Term Facility B Lenders) and FirstRand Bank Limited

(acting through its Rand Merchant Bank Division) (as

Facility Agent) dated February 27, 2025

10.49#

Senior RCF Agreement between Lesaka Applied

Technologies Proprietary Limited (as Term/RCF Borrower)

and The Persons Listed in Annexure A (as Original Senior

RCF Lenders) and FirstRand Bank Limited (acting through

its Rand Merchant Bank Division) (as Facility Agent) dated

February 27, 2025

10.50#

Pledge and Cession in Security Agreement between Lesaka

Technologies, Inc. (as Cedent) and Lesaka Technologies

Proprietary Limited (as Obligors' agent and Term/RCF

Borrower) and Bowwood and Main No 408 (RF)

Proprietary Limited (as Debt Guarantor) and FirstRand

Bank Limited (acting through its Rand Merchant Bank

Division) (as Facility Agent) dated February 27, 2025

10.51#

Subordination Agreement between Lesaka Applied

Technologies Proprietary Limited (as Term/RCF Borrower)

and The Persons Listed in Annexure A (as Original

Subordinated Parties) and The Persons Listed in Annexure

B (as Original Obligors) and The Persons Listed in

Annexure C (As Original Lenders) and FirstRand Bank

Limited (acting through its Rand Merchant Bank Division)

(as Facility Agent) and Bowwood and Main No 408 (RF)

Proprietary Limited (as Debt Guarantor) dated February 28,

2025

10.52#

General Banking Facility Agreement dated February 27,

2025 between Lesaka Technologies (Proprietary) Limited

and FirstRand Bank Limited (acting through its Rand

Merchant Bank division)

10.53*#

Contract of Employment, dated as of October 1, 2024,

between Lesaka Technologies (Pty) Ltd and Daniel Luke

Smith

10.54*#

Restrictive Covenants Agreement, dated as of October 1,

2024, between Lesaka Technologies (Pty) Ltd and Daniel

Luke Smith

10.55*#

Employment Agreement, dated as of October 1, 2024,

between Lesaka Technologies, Inc. and Daniel Luke Smith

10.56*#

Restrictive Covenants Agreement, dated as of October 1,

2024, between Lesaka Technologies, Inc. and Daniel Luke

Smith

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

* Indicates a management contract or compensatory plan or arrangement.

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

ended March 31, 2025 filed with the SEC on May 7, 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 Smith

Dan 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

March 31,

2025;

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

March 31,

2025;

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

March 31, 2025, 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