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 and Summary of Significant Accounting

Policies

Unaudited Interim Financial Information

The accompanying

statements include

all majority-owned

subsidiaries over

which

the Company exercises

control and have been

prepared in accordance with

U.S. generally accepted accounting

principles (“GAAP”)

and

the rules

and

regulations

of

the United

States Securities

and

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

should

be

read

in

conjunction

with

the

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,

In

the

opinion

of

management,

the

accompanying

reflect

all

adjustments (consisting only of 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.

Revision of Previously Issued Financial Statements

In

April

2025,

the

Company

that

it

had

misclassified

certain

of

its

borrowings.

The

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

As previously

Correction

Revised

(in thousands)

Current portion of long-term borrowings

$

3,878

$

11,841

$

15,719

$

139,308

$

(11,841)

$

127,467

The

correction

did

not

impact

the

audited

of

operations,

of

comprehensive (loss) income, consolidated statement of changes

in equity, or consolidated statements of cash flows

for the year ended

2024 and,

except as noted

above, the

audited balance

sheet as

of June 30,

The misclassification

did not

affect compliance

with any

debt covenants.

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

were not

misstated based upon overall considerations of both quantitative and qualitative

factors.

Recent accounting pronouncements adopted

In November 2023, the

Financial Accounting Standards

Board (“FASB”)

issued guidance regarding

Segment Reporting (Topic

to

improve

segment

requirements,

through

enhanced

disclosures

about

segment

expenses. In addition, the

guidance enhances interim disclosure

requirements, clarifies circumstances in

which an entity can disclose

multiple

segment

measures

of

profit

or

loss,

new

segment

requirements

for

entities

with

a

single

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).

as of March 31, 2025

In

December

2023,

the

FASB

issued

guidance

regarding

Income

Taxes

(Topic

to

improve

income

tax

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

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)

as of March 31, 2025 (continued)

In

2024,

the

FASB

issued

guidance

regarding

Income

Statement—Reporting

Comprehensive

Income—Expense

Disaggregation

Disclosures

(Subtopic

220-40)

which

of

income

for

public

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

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

it

disaggregation

of

certain

expense

captions

into

specified

categories

in

disclosures

within

the

footnotes

to

the

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.

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

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

equity

interests

and

certain

claims

in

the

Adumo

(RF)

Limited

(“Adumo”).

The

closed

on

October 1, 2024.

Adumo

is

an

independent

and

enablement

platform

in

Southern

Africa,

and

at

acquisition,

it

served

23,000

active

merchants

with

across

South

Africa,

Namibia,

Botswana

and

Kenya.

For

more

than

two

decades,

Adumo

has

facilitated

physical

and

online

between

retail

merchants

and

end-consumers

by

offering

a

unique

combination

of

payment

processing

and

software

solutions,

which

currently

include

embedded

payments,

payments,

services,

lending,

customer

engagement

tools,

card

issuing

program

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

and

to

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

(Humble)

and

an

aggregated

payment

and

credit platform

for

in-store

and

online

(SwitchPay)

to SME

merchants and corporate clients in South Africa and Namibia.

The acquisition

continues the

consolidation in

the Southern

African fintech

sector.

At acquisition,

ecosystem served approximately

1.7

million active consumers,

120,200

merchants, and processes over ZAR

billion in throughput

(cash,

card

and

VAS)

per

year.

The

of

Adumo

enhances

the

strength

in

both

the

consumer

and

markets in which it operates.

The total purchase

consideration was ZAR

1.67

96.2

million) and comprised

the issuance of

17,279,803

shares of the

(“Consideration Shares”)

with a

$

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

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).

October 2024 acquisition of Adumo (continued)

The

closing

of

the

was

subject

to

customary

closing

conditions,

(i)

approval

from

the

competition

authorities of South

Africa and

Namibia; (ii) exchange

control approval from

the financial surveillance

department of the

Reserve

Bank;

(iii)

approval

from

all necessary

regulatory

bodies

and

from

shareholders

to

issue

the

Consideration

Shares

to

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

lender regarding

Adumo entering

into and

implementing the

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

shareholders regarding

Adumo entering

into the

transaction;

(x)

the

Company

signing

a

written

addendum

to

the

Policy

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

and

related

change;

and

(xi)

a

Seller

(or

their

nominee),

which

ultimately

was

Crossfin,

concluding

share

purchase agreements to dispose

of an amount of Consideration

Shares (which ultimately was determined

as

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.

incurred transaction-related

expenditures of $

1.7

million during the

related

to the acquisition of

Adumo. The Company’s

accruals presented in Note

10 of as March 31,

2025, includes an

accrual of transaction

related

of

$

0.4

million

and

the

Company

does

not

expect

to

incur

any

further

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

Agreement”) with

Imtiaz Dhooma

(Recharger’s

former chief

executive officer)

and Ninety

Nine Proprietary

Limited (“the

Seller”).

Purchase Agreement

and subject

to its

terms and

conditions, Lesaka,

through its

subsidiary,

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

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

Enterprise Division

and demonstrates

positive advancement

of the

strategy

in its

Division.

The

Company

expects

the

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

consideration per

Purchase Agreement

was ZAR

503.4

million

($

27.0

and comprised

ZAR

328.4

17.6

million) in

cash and

ZAR

175.0

9.4

million) in

common stock,

to be

settled

in

two

tranches.

The

share

price

applied

to

determine

the

number

of

shares

of

common

stock

to

be

issued

for

the

equity

consideration is

the volume-weighted

average price

of the

common shares

for the

three-month period

prior to

the

disbursal

of

each

tranche.

Lesaka

SA

extended

a

ZAR

43.1

million

($

2.3

loan

to

at

closing

which

was

exclusively used to repay an existing loan due by Recharger

to the Seller.

The first tranche,

comprising ZAR

153.4

8.2

million) in cash

and

shares of the

with a value of ZAR

98.3

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

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.

March 2025 acquisition of Recharger (continued)

The total purchase consideration

was ZAR

294.8

15.8

million) and comprised the

issuance of the

the Company’s common stock with a

value of ZAR

98.3

5.3

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

ZAR

43.1

2.3

million) and cash of ZAR

153.4

8.2

) million.

The second

and final

tranche is due

3, 2026,

and comprises

a contractual

cash payment

of ZAR

175.0

9.4

million) and the delivery

of shares of Lesaka’s

common stock with a

contractual value of ZAR

75.0

4.0

million). Pursuant

to

the

payment

of

the

second

tranche

in

March

is

contingent

on

former

chief

executive officer

’s

ongoing service

independent contractor

agreement until

March 3,

2026. If

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

Purchaser Agreement

on behalf

of himself,

and

the Seller.

He has

also signed

an independent

contractor

agreement

under which

he is

to provide

service to

has determined

that as

the

payment

of

the

second

tranche

is contingent

on

these

services,

the

value

of

the

second

tranche

is not

treated

as

purchase consideration and rather, under

U.S. GAAP,

represents compensation for post-combination services.

The post-combination services for

the three and nine

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

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

1,

2024,

the

through

its

wholly

owned

Adumo

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

6.0

million, translated at November 1, 2024

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

the purchase

price prior

to the

acquisition of

Adumo by

and the balance

of ZAR

4.0

million

will be paid

in

two

equal tranches, one

in March 2025

and the other

in September 2025.

The Company did

not incur any

transaction costs related to this acquisition.

The Company, through

Lesaka SA, acquired

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

2.0

0.1

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

to this acquisition.

The

through

its

wholly

owned

Cash

Connect

Management

Solutions

Limited

(“CCMS”),

acquired

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

2.0

0.1

million). The Company did

not incur any significant transaction costs related to this acquisition.

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

Adumo

Other

Total

$

9,227

$

1,720

$

$

11,207

Accounts receivable

6,799

7,522

Inventory

5,122

5,319

Property, plant and equipment

9,170

9,224

Operating lease right of use asset

1,025

1,426

Equity-accounted investment

Goodwill

73,173

2,878

76,590

Intangible assets

27,187

17,179

44,435

Deferred income taxes assets

1,061

1,197

2,809

2,809

Current portion of long-term borrowings

(1,178)

(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)

(7,308)

(7,308)

Other long-term liabilities

(140)

(140)

Settlement assets

8,603

8,603

Settlement liabilities

(8,530)

(8,530)

Fair value of assets and liabilities on acquisition

$

88,022

$

15,825

$

$

104,753

The

fair

value

of

the

non-controlling

interests

was $

7.6

million.

The

fair

value

of

the

non-controlling

was

determined as

the non-controlling

interests respective

the equity value

of the entity

acquired by

the Company,

and which

was adjusted for

a

% 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

to

at

the

time

the

were

prepared

and

these

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.

2025 Acquisitions (continued)

Intangible assets acquired

No

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

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

Transaction costs and certain compensation

costs

The table below

presents transaction costs

incurred related to

Adumo and Recharger,

as well as

certain post-

combination compensation costs expensed during the three and

nine months ended March 31, 2025 and 2024:

Nine months ended March

31,

Adumo transaction costs

$

$

$

1,702

$

Recharger transaction costs

(1)

Recharger post-combination services expensed

1,130

1,130

Total

$

1,222

$

$

3,174

$

(1) Recharger

transactions costs

for the

six months

of $

0.25

million have

been allocated

from Selling,

general

and

to Transaction

to

Adumo

and

and

certain

costs in

the

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

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

of

$

0.2

million

and

$

0.1

for

the

nine

months

ended

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

of Adumo and

Recharger had occurred on

July 1, 2023,

using the applicable

average foreign exchange rates

for the periods

presented:

Revenue

$

137,713

$

153,890

$

449,891

$

466,873

$

(21,810)

$

(3,292)

$

(56,292)

$

(23,846)

The unaudited pro forma financial

information presented above includes the

business combination accounting and

other effects

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

purchase price in

cash; (3) an

adjustment to exclude all

transaction-related costs

recognized in

for three

March

and include

the applicable

transaction-related costs

for the

year ended

2024; an

adjustment to

exclude the

post-

combination

related

to

the

in

the

of

for

three

and

nine

months

ended

March

31,

2025,

and

include

the

expense

during

the

year

ended

June

30,

The

pro

forma

net

income

above

does

not

include

any

cost

savings

or

other

synergies

that

may

result

from

the

acquisition.

The unaudited pro forma

information as presented above

is for information purposes

only and is not indicative

of the results of

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

these dates.

Since the closing of the 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.

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:

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

1,241

(85)

(511)

1,444

1,305

(732)

(67)

(24)

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

net of

allowance: March 2025: $

; June 2024: $

Current portion of total held to maturity investments

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

of

these

exposures

often

results

in

at

month-end

that

are

disproportionately

small

to

the

total

invoiced

amounts.

The

month-end

balance

are

more

volatile

than

the

monthly

invoice

amounts

because

they

are

affected

by

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

by

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

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.

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.

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:

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

1,947

1,432

(160)

(210)

2,772

2,454

(1,663)

(1,795)

(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

2,697

2,150

(22)

(359)

1,750

2,479

(725)

(1,672)

(42)

Total finance

loans receivable, net

$

61,261

$

44,058

Total

finance

loans

receivable,

net,

comprises

microlending

finance

loans

related

to

the

microlending

Africa as

well as

its merchant

receivable related

to Connect’s

lending activities

Africa.

Certain merchant

with an

aggregate balance

of $

19.2

million as

pledged

as

security for the Company’s

revolving credit facility (refer to Note 9).

Allowance for credit losses

Microlending finance loans receivable

Microlending finance loans receivable is related to the Company’s

microlending operations in South Africa whereby it provides

unsecured short-term loans to qualifying customers. Loans to customers

have a tenor of up to

, 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

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

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

of

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.

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

of the

book represents

%,

% and

%,

of

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:

Raw materials

$

2,772

$

2,791

Work-in-progress

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

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

is

subject

to

risk

because

it

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.

has

used forward

in order

to limit

its exposure

in these

to fluctuations

in exchange

rates

between

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

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

control,

there can be no

assurance that future fluctuations will

not adversely affect the Company’s results of operations and

financial condition.

Fair value of financial instruments (continued)

Risk management (continued)

Interest rate risk

As a result of its

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

interest rates, which

it

manages

through

regular

activities.

rates

in

South

Africa

remained

unchanged

for

the

majority

of

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,

2024,

and

January 2025,

with further

reductions

expected thereafter.

Therefore,

ignoring the

impact of

changes to

on its

borrowings (refer

to Note

9. and

borrowings outstanding,

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.

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

and has occasionally invested in marketable securities.

Credit risk

Credit

risk

relates

to

the

risk

of

loss

that

the

Company

would

incur

as

a

result

of

non-performance

by

counterparties.

The

Company

maintains

credit

risk

policies

in

respect

of

its

counterparties

to

minimize

overall

credit

risk.

These

policies

include

an

evaluation

of

a

potential

counterparty’s

condition,

credit

rating,

and

other

credit

criteria

and

risk

mitigation

tools

as

the

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

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

of

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.

allowances

may

be required

should the

ability of

its customers

to make

payments when

due

deteriorate

in the

future. Judgment

is

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

as

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

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

on

which

those

securities

are

listed.

The

Company

may

not be

able

to

sell some

or

all

of

these

securities

at

one

time,

or

over

an

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

or at all.

Fair value of financial instruments (continued)

Financial instruments (continued)

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

or

indirectly. These

would

be included

in

Level

investments. In

circumstances

in

which

inputs

are

generally

unobservable,

values

typically

reflect

management’s

of

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

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

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

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,

and valued Cell C at $

0.0

(zero) and $

0.0

(zero) as of

2025, and

2024, respectively.

incorporates the

payments under

Cell C’s

lease liabilities

into the

cash flow forecasts

and assumes that

Cell C’s deferred tax assets

would be utilized over

the forecast period.

The Company has

assumed

a marketability

discount of

% and a

minority discount

of

%. The Company

utilized the latest

business plan provided

by Cell C

management for the period ending December 31,

2027, for the March 31, 2025,

and June 30, 2024, valuations. Adjustments

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

Marketability discount:

% (

Minority discount:

% (

Net adjusted external debt - March 31, 2025:

(1)

ZAR

7.8

0.4

billion), no lease liabilities included

Net adjusted external debt - June 30, 2024:

(2)

ZAR

7.9

0.4

billion), no lease liabilities included

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

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

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

%

in

the

WACC

rate

and

the

EBITDA

margins

respectively

used

in

the

Cell

C

on

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

$

$

EBITDA margin

$

1,570

$

The aggregate fair

value of the MobiKwik

and Cell C’s

shares as of

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.

The following table presents

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)

Other

Observable

Inputs

(Level 2)

Unobservable

Inputs

(Level 3)

Total

Assets

Investment in Cell C

$

$

$

$

Investment in MobiKwik

22,113

22,113

Related to insurance

business:

Cash, cash equivalents and

restricted cash (included

in other long-term assets)

Fixed maturity

investments (included in

cash and cash equivalents)

4,424

4,424

Total assets at fair value

$

26,674

$

$

$

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)

Other

Observable

Inputs

(Level 2)

Unobservable

Inputs

(Level 3)

Total

Assets

Investment in Cell C

$

$

$

$

Related to insurance business

(included in other long-term

assets)

Fixed maturity investments

(included in cash and cash

equivalents)

4,635

4,635

Total assets at fair value

$

4,851

$

$

$

4,851

There have been

no

transfers in or out of Level 3 during the nine months ended March 31, 2025

and 2024, respectively.

There was

no

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

$

(1)

$

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

South African rand against the U.S. dollar on

the carrying value.

Summarized below is the movement in the carrying value

of assets and liabilities measured at fair value on

a recurring basis, and

categorized within Level 3, during the nine months ended March 31, 2024:

Carrying value

Assets

Balance as of June 30, 2023

$

(1)

$

(1) The

adjustment represents the

effects of

the fluctuations

of the South

African rand

against the U.S.

dollar

Assets measured at fair value on a nonrecurring basis

measures equity

investments without

fair values

at fair value

on a

nonrecurring basis.

The

fair values of

these investments

are determined

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

of

the

asset

exceeds

its

fair

value

and

the

excess

is

determined

to

be

other-than-temporary.

Refer

to

Note

for

charges

recorded during the

reporting periods presented

herein. The Company

has

no

liabilities that

are measured at

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

ownership

percentage

in its

as of

2025,

and

2024, was

as

follows:

Sandulela Technology

(Pty) Ltd ("Sandulela")

49.0

%

49.0

%

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

50.0

%

50.0

%

Sale and impairment of Finbond shares during

the nine months ended March 31, 2024

On

August

10,

2023,

the

through

its

wholly

owned

Net1

Finance

Holdings

(Pty)

Ltd,

entered

into

an

agreement with Finbond to sell its remaining shareholding to Finbond for a cash consideration of ZAR

64.2

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

3.5

million) were

used to

repay capitalized

under the Company’s borrowing

As noted

above, the

Company

an agreement

to exit

its position

in Finbond

and

considered this

an

impairment indicator. The

Company is required to include any foreign currency translation reserve

and other equity account amounts

in its impairment assessment if it considers exiting an equity method investment. The Company performed an impairment assessment

of its

holding in

Finbond, including

the foreign

currency translation

reserve and

other equity

account amounts,

as of September

30,

2023. 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

interest in Finbond and

carrying value, including

the

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

shares

in

Finbond

for

cash

during

the

nine

months

ended

March

31,

2024,

The

Company did

no

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:

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

to

equity-accounted investment

Loss on sale of Finbond shares

$

Carbon

In September

2022, the

through its

wholly-owned subsidiary,

Net1 Applied

Netherlands B.V.

(“Net1

BV”),

entered

into

a binding

term

sheet

Etobicoke

Limited

(“Etobicoke”)

to sell

its entire

interest, or

%,

in Carbon

to

Etobicoke for

$

0.5

a loan

due from

Carbon, with

a face

$

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

$

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

Disposal of equity accounted investment (Note 2)

(507)

(2)

(1)

$

(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)

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

31, 2025, and June 30, 2024:

Total equity investments

$

22,113

$

76,297

% of Cell C (June 30, 2024:

%) at fair value (Note 5)

% of MobiKwik (June 30, 2024:

%)

(1)

22,113

76,297

87.5

% of CPS (June 30, 2024:

87.5

%) at fair value

(1)(2)

Policy holder assets under investment contracts (Note 8)

Reinsurance assets under insurance contracts (Note 8)

1,750

1,469

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

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

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

54.2

million, respectively, is included

in the

caption “Change

in fair

equity securities”

in the

for the

Summarized below

are the components

equity securities without

fair value and

held to

maturity investments as of March 31, 2025:

Cost basis

holding

holding

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

holding

holding

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

value

$

157,899

$

(19,348)

$

138,551

Acquisitions (Note 2)

(1)

76,590

76,590

(2)

(5,430)

(5,305)

$

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

Goodwill associated with

the acquisitions

represents the excess

of cost over

of acquired net assets.

Goodwill arising

from

these

is not

deductible

for

tax

purposes.

See

Note

for

the

allocation

of

the

price

to

the fair

value

of

acquired net assets.

Goodwill has been allocated to the Company’s

reportable segments as follows:

value

$

123,396

$

$

15,155

$

138,551

Acquisitions (Note 2)

64,795

8,703

3,092

76,590

(1)

(4,513)

(481)

(311)

(5,305)

$

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

Intangible assets, net

Carrying value and amortization of intangible assets

the carrying value

and accumulated amortization

of intangible assets as

2025, and June

30,

2024:

As of June 30, 2024

Gross

value

Net

value

Gross

value

Net

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

(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

assets

$

201,531

$

(59,373)

$

142,158

$

157,553

$

(46,200)

$

111,353

(1) March

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

3.6

Aggregate amortization

expense on the

finite-lived intangible assets

for the nine

months

ended March 31, 2025 and 2024, was $

13.9

10.8

million, respectively. Future estimated annual amortization expense for

the next five

fiscal years and

thereafter,

assuming exchange

rates that prevailed

is presented in

the table below.

Actual

expense

in

future

periods

could

differ

from

this

estimate

as

a

result

of

acquisitions,

changes

in

useful

lives,

exchange rate fluctuations and other relevant factors.

Fiscal 2025 (excluding 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

Reinsurance assets and policyholder liabilities under insurance contracts

the movement in reinsurance

assets and policyholder

liabilities under insurance

contracts during the

nine

months ended March 31, 2025:

Reinsurance

Assets

(1)

Insurance

(2)

$

1,469

$

(2,241)

Increase in policy holder benefits under insurance contracts

(7,480)

Claims and decrease in policyholders’ benefits under insurance

(227)

6,970

(3)

(18)

$

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

during

the

ended March 31, 2025:

Assets

(1)

Investment

(2)

$

$

(216)

Increase in policy holder benefits under investment contracts

(11)

Claims and decrease in policyholders’ benefits under investment contracts

(89)

(3)

(1)

$

$

(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

audited consolidated

its Annual

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

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.

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

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)

Limited (“Debt

Guarantor”), a

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

117.5

million) (“Facility

A”), an amortizing loan of up to ZAR

1.0

54.5

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

2.2

117.5

million) (“Senior

RCF”), and

a general

banking facility

from RMB of

up to ZAR

700.9

38.2

million) (the

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

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

,

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

to

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

execution

of the

CTA,

the Lenders

and

RMB (as

agent)

entered

into a

Senior Term

A

(“Facility

A

Agreement”)

and

a

Senior

RCF

(“RCF

Agreement”).

Pursuant

to

the

A

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

and Cash

Connect Management

Solutions Proprietary

Limited’s

(“CCMS”) with

RMB, funding

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

SA

is

permitted

to

make

voluntary

prepayments

of

A,

and

is

permitted

to

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.

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

execution

of the

CTA,

the Lenders

and

RMB (as

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

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.

B

is

to

be

repaid

in

four

annual

installments,

as

follows:

(i) ZAR

million

($

8.2

on

28, 2026; (ii) ZAR

10.9

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

16.3

million) on February 28, 2028; and

(iv) R

19.1

million) on February 28,

2029. Facility B is

subject to customary

mandatory prepayment terms.

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

to subsequently utilize any amounts prepaid.

on

B is

payable

quarterly

in

arrears

at

end

of

March,

June,

and

December,

with

the

first

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,

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.

Short-term facility - General Banking Facility

execution of

the CTA,

and RMB

entered

into a

General Banking

Facility Agreement

(“GBF

Agreement”)

which replaced

it existing

general banking

facility maturing

on February

28, 2025.

the GBF

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

SA and

its subsidiaries.

utilized a

the GBF

to refinance

its existing

general banking

facility.

As of

2025, the

Company had

utilized ZAR

432.2

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

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

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

to

Note 20).

Wesbank Facilities

The

through

certain

of

its

South

African

subsidiaries,

has

an

asset-backed

of

ZAR

227.0

million

($

10.9

million)] (of which ZAR

139.3

7.6

million) has been utilized).

CCC Revolving Credit Facility, comprising

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,

2025. 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

2025. Interest

on

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

prime rate

in effect from time to time plus a margin of

0.95

% per annum.

Nedbank facility, comprising short-term facilities

As of March

31, 2025, the

aggregate amount of

short-term South African

with Nedbank Limited

was ZAR

156.6

8.5

million). The credit facility represents indirect and derivative facilities

of up to ZAR

156.6

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

0.1

million) and ZAR

2.1

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

0.3

million) of the Nedbank Facility.

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

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

interest of ZAR

201.7

10.9

million). These facilities, excluding

accrued interest, included (i)

Facility G of

ZAR

492.1

million

($

26.6

(ii) Facility

H of

ZAR

350.0

million

($

18.9

and

(iii) a

Facility G

revolver

of ZAR

200.0

million

($

10.8

million) (of

which ZAR

10.8

million) had

been utilized

at February

28, 2025).

These facilities

were repaid

in full

on

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

%.

had a

short-term South

African indirect

with RMB

under its

cancelled lending

facilities of

ZAR

135.0

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

1.8

million), of these

facilities to enable

the bank to

issue guarantees, letters

of

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

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

cancelled its

Facility E

facility agreement

in November

2024. The

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

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

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

of

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.

On

December

10,

2024,

Lesaka

SA

and

RMB

entered

into

a

First

to

the

Letter

(the

“F2024

Letter”).

The F2024

Letter provided

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.

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

The

Connect

(i)

an

(general

banking

facility)

of

ZAR

170.0

million

($

9.2

(ii)

Facility A of ZAR

700.0

37.9

million); (iii) Facility B

of ZAR

550.0

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

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

short-term facilities

as of

2025, and

the movement

in the

short-

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

RMB

RMB

Nedbank

RMB

RMB

RMB

GBF

Other

Connect

Bridge

Facility E

Total

Short-term facilities available as of

$

38,195

$

5,487

$

8,531

$

$

$

$

52,213

Overdraft

38,195

38,195

5,487

8,531

14,018

Movement in utilized overdraft

facilities:

Restricted as to use for ATM

funding only

6,737

6,737

No restrictions as to use

9,351

9,351

9,351

6,737

16,088

23,489

5,655

41,150

23,894

94,188

Repaid

(14,627)

(39,205)

(31,028)

(84,860)

Foreign currency

(1)

(379)

(1,945)

(1,866)

23,550

23,550

No restrictions as to use

$

23,550

$

$

$

$

$

$

23,550

Interest rate as of March 31, 2025

(%)

(2)

10.50

N/A

N/A

N/A

N/A

Movement in utilized indirect and

derivative facilities:

$

$

1,821

$

$

$

$

$

1,937

(1)

(17)

(1)

(18)

$

$

1,804

$

$

$

$

$

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

$

0.6

incurred under

and included

in the

caption interest

expense on

the condensed

and

2024, was $

3.6

1.3

The

Company

cancelled

arrangements

on

October

1,

2024,

and

settled

balance of ZAR

20.0

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

Borrowings (continued)

Movement in long-term borrowings

the movement in

long-term borrowing from

as of as of

to as of March

31,

2025:

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

Non-refundable fees

amortized

Capitalized interest

5,033

5,033

Capitalized interest repaid

(11,077)

(11,077)

Foreign currency

(1)

(1,393)

(106)

(54)

(1,000)

(937)

(3,108)

Closing balance as of

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)

(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

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

7.56

11.00

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

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.

(3) Interest on

Facility B is calculated

based on JIBAR from

time to time plus

an initial margin

of

3.15

% per annum

until June

30, 2025. From

July 1, 2025,

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

$

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

0.1

Interest expense incurred

under the Company’s

K2020 and

CCC facilities

relates to

borrowings utilized

to fund

a portion of

merchant finance

loans receivable

and this

expense

of $

0.4

million

and $

0.4

in the

caption

cost of

goods

sold, IT

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

2025 and

2024, was

$

12.9

million

and $

12.1

Prepaid facility fees amortized

included in interest expense during

the nine months ended March

31,

2025 and 2024,

were $

0.2

0.3

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

1.1

in the caption

cost of goods

sold, IT processing,

servicing and support

on

the condensed consolidated statement of operations for the nine months

ended March 31, 2025 and 2024.

cancelled Adumo’s

arrangements on

October 1,

2024, and

settled Adumo’s

of ZAR

126.7

million

($

7.2

million) on

the same

day.

The repayment

in the

caption

repayment of

borrowings included on the Company’s unaudited

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

Other payables

Summarized below is the breakdown of other payables as of March

31, 2025, and June 30, 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

1,127

Interest payable (Note 9)

1,679

Payroll-related payables

1,604

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.

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.

legally issued

1,061,693

its common

stock, representing

tranche, to

the Connect sellers

in April 2025,

and this had

no impact on

the number of

treasury, presented in the unaudited

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

a share

purchase agreement

under

which Lesaka SA purchased

2,601,410

of the

3,587,332

Consideration Shares for ZAR

207.2

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

March 31, 2025, respectively.

The repurchase was made outside of the Company’s

$

million share repurchase authorization.

The Company, through Lesaka SA, issued

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.

Capital structure (continued)

Redeemable common stock issued pursuant to transaction with the IFC Investors

Put Option

Refer to

Note 14

to the

audited consolidated

its Annual

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

of

1,989,162

additional shares

of its common

stock at a

$

4.79

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

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:

Number of shares, net of treasury:

Statement of changes in equity

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

Accumulated other comprehensive loss

below presents

ended

foreign

reserve

Total

Balance as of January 1, 2025

$

$

6,170

6,170

$

$

below presents

component during

March 31, 2024:

March 31, 2024

foreign

reserve

Total

Balance as of January 1, 2024

$

$

(5,718)

(5,718)

$

$

Accumulated other comprehensive loss (continued)

The

table below

in

during

the

nine

months

ended

foreign

reserve

Total

Balance as of July 1, 2024

$

$

Release of foreign currency translation reserve related to liquidation

of subsidiaries

(5,450)

(5,450)

$

$

below

presents the

change

during

the

nine

March 31, 2024:

a

March 31, 2024

foreign

reserve

Total

Balance as of July 1, 2023

$

$

Release of foreign currency translation reserve related to disposal of Finbond

equity securities

1,543

1,543

Movement in foreign currency translation reserve related to equity

-accounted investment

Movement in foreign currency translation reserve related to liquidation

of subsidiaries

(952)

(952)

(450)

(450)

$

$

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

no

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

reserve)

to

net

loss

related

to

the

of

shares

in

Finbond

(refer

to

Note

6).

The

Company

also

reclassified

a

gain

of

$

1.0

million

from

other

loss

(accumulated

foreign

translation reserve) to net loss related to the liquidation of subsidiaries.

Stock-based compensation

Amended and Restated

2022 Stock

Incentive Plan (“20

22 Plan”)

and the vesting

terms of certain

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:

shares

average

price

($)

average

term

value

($'000)

average

grant date

($)

Outstanding - June 30, 2024

4,918,248

8.70

4.51

1.77

Granted - December 2024

350,000

6.00

2.00

1.24

Granted - December 2024

250,000

8.00

2.00

0.71

100,000

8.00

2.00

0.71

150,000

11.00

2.00

0.71

150,000

14.00

2.00

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

1.20

Outstanding - June 30, 2023

673,274

4.37

5.14

1.67

Granted – December 2023

500,000

3.50

5.17

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

Executive Chairman,

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

2025, the Company received $

0.06

0.1

million from the exercise

of

19,331

and

36,345

stock options,

31, 2024,

received

$

0.05

0.07

million from the exercise of

15,832

and

23,217

stock options, respectively. Employees forfeited an aggregate

of

13,333

during each

of the

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

of

each

option

is

estimated

on

the

date

of

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

,

and

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.

Options (continued)

The table below presents the range

of assumptions used to value stock options

granted during the nine months

2025 and 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

shares

average

price

($)

average

term

value

Vested

and expecting to vest - March 31, 2025

5,868,570

8.71

3.79

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:

shares

average

price

($)

average

term

value

Exercisable - March 31, 2025

387,901

4.58

4.91

and 2024,

26,982

and

28,569

became exercisable.

and 2024,

26,982

and

116,063

became exercisable.

The

Company issues new shares to satisfy stock option exercises.

Restricted stock

The following table summarizes restricted stock activity for the nine

months ended March 31, 2025 and 2024:

restricted stock

average grant

date fair value

Non-vested – June 30, 2024

2,084,946

8,736

Total granted

1,396,110

5,204

Granted – August 2024

32,800

Granted – October 2024

100,000

Granted – November 2024, with performance conditions

1,198,310

4,206

Granted – January 2025

65,000

Total vested

(556,641)

2,865

Vested

– July 2024

(78,801)

Vested

– November 2024

(213,687)

1,134

Vested

– November 2024, with performance conditions

(103,638)

Vested

– December 2024

(77,306)

Vested

– February 2025

(13,922)

Vested

– March 2025

(69,287)

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

Granted – October 2023

225,000

Granted – January 2024

56,330

Granted – February 2024

9,195

Total vested

(339,803)

1,274

Vested

– July 2023

(78,800)

Vested

– November 2023

(109,833)

Vested

– December 2023

(67,073)

Vested

– February 2023

(14,811)

Vested

– March 2023

(69,286)

Non-vested – March 31, 2024

3,131,469

13,434

Grants

In

August

2024,

October

and

January

2025,

the

Company

granted

32,800

,

100,000

and

65,000

shares

of

restricted stock to

employees which have

time -based vesting

conditions and which

are subject

to the

employees continued employment

with the Company through the applicable vesting dates.

In

2024,

the

Company

awarded

1,198,310

shares

of

stock

to

a

group

comprising

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

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

30-day

volume

weighted-average

stock

price

(“VWAP”)

before

30,

is

1.15

5.75

5.00

:

%;

●

Fiscal 2027, the Company’s

September 30, 2026 is

1.32

6.61

5.00

:

%;

●

Fiscal 2028, the Company’s

September 30, 2027 is

1.52

7.60

) than $

5.00

:

%.

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

of the

restricted stock,

used an

equally weighted

volatility of

47.7

% for

price (of

$

5.50

), a

discounting based

on U.S.

dollar overnight

indexed swap

rates for

the grant

date, and

no

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

employees, which

are subject to

the employees

continued employment

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

a

time-based

vesting

condition

and

a

market

condition

and

vest

in

full

only

on

the

date,

if

any,

that

the

conditions

are

satisfied: (1)

a compounded

annual

% appreciation

in the

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

30-day

volume

weighted-average

stock

price

(“VWAP”)

before

17,

is

1.10

4.40

4.00

:

%;

●

Fiscal 2026, the Company’s

November 17, 2025 is

1.21

4.84

4.00

:

%;

●

Fiscal 2027, the Company’s

November 1, 2026 is

1.33

5.32

) than $

4.00

:

%.

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

of the

restricted stock,

used an

equally weighted

volatility of

48.3

% for

price (of

$

4.37

), a

discounting based

on U.S.

dollar overnight

indexed swap

rates for

the grant

date, and

no

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

0.3

and

the issuance

of

16,500

and

49,500

in its

issued

and

share

count.

Vesting

In July 2024,

78,801

stock granted to Mr. Meyer, our former

Group CEO, vested. In

November 2024,

103,638

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

of

261,003

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.

Restricted stock (continued)

During

the

three

and

nine

months

ended

March

31,

2025,

forfeited

67,922

and

108,243

shares

of

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

2024, respectively,

employees forfeited

55,539

and

77,668

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

2.1

which comprised:

Total

charge

Allocated to cost

of goods sold, IT

support

Allocated to

selling, general

and

Three months ended March 31, 2025

$

2,531

$

$

2,531

(34)

(34)

Total - three months

ended March 31, 2025

$

2,497

$

$

2,497

Three months ended March 31, 2024

$

2,202

$

$

2,202

(112)

(112)

Total - three months

ended March 31, 2024

$

2,090

$

$

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

31, 2025 and

2024, of $

7.5

5.7

million respectively,

which comprised:

a

Total

charge

Allocated to cost

of goods sold, IT

support

Allocated to

selling, general

and

Nine months ended March 31, 2025

$

7,563

$

$

7,563

(45)

(45)

Total - nine months

ended March 31, 2025

$

7,518

$

$

7,518

Nine months ended March 31, 2024

$

5,782

$

$

5,782

(129)

(129)

Total - nine months

ended March 31, 2024

$

5,653

$

$

5,653

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

costs

on

the

of

for

the

three

and

nine

2025. 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

the total

unrecognized compensation

cost related

to restricted

stock awards was $

5.8

million, which the Company expects to recognize over

.

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

0.3

0.2

related

to the

charge

of Lesaka.

During

the

nine

months ended March 31, 2025 and

2024, the Company recorded a deferred

tax benefit of $

0.8

0.5

related

to

the

charge

related

to

of

Lesaka.

During

these

periods

the

Company

a

related

to

the

full deferred

tax

benefit

because

it does

not

believe

that

the stock-based

deduction

would

be

utilized

as it

does not

anticipate

generating

sufficient

taxable

income

in

the

United States.

The

Company deducts the difference

between the market value on the

date of exercise by the option

recipient and the exercise price from

income subject to taxation in the United States.

(Loss) Earnings per share

has issued redeemable

which is redeemable

at an amount

other than

fair value.

Redemption of

a

class of

at other

than fair

value increases

or decreases

the carrying

amount of

the redeemable

and is

reflected in basic earnings

per share using the two-class

method. There were

no

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

below

does

not

include

the

impact

of

any

redemption.

redeemable

common

stock

is

described in Note 14 to the Company’s

audited consolidated financial statements included in its Annual Report on Form 10-K

for the

year ended June 30, 2024.

Basic (loss) earnings per share

includes shares of restricted stock that

meet the definition of a

participating security because these

shares are eligible

to receive non

-forfeitable dividend

equivalents at the

same rate as

common stock.

Basic (loss) earnings

has been

calculated using

the two-class

method and

basic (loss)

earnings per

share for

2025 and

2024, reflects

only undistributed

earnings. The

computation below

of basic

(loss) earnings

excludes the

net loss

attributable

to

shares

of

unvested

stock

(participating

non-vested

stock)

from

the

numerator

and

excludes

the

dilutive impact of these unvested shares of restricted stock from the denominator.

Diluted (loss)

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

the

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

stock method and are not considered to be

participating securities,

as the

do not

contain non-forfeitable

dividend rights.

has excluded

employee stock

options to

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

share

includes the

dilutive

effect

of

a portion

of the

stock granted

to

as

these

shares

of

stock

are

considered

contingently

returnable

shares

for

the

purposes

of

the

diluted

(loss)

earnings per share calculation and the vesting conditions in respect of

a portion of the restricted stock had been satisfied.

(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

table

net

loss

attributable

to

Lesaka

and

the

share

data

used

in

the

basic

and

diluted

loss

per

share

computations using the two-class method:

(in thousands except

(in thousands except

percent and

percent and

per share data)

per share data)

Numerator:

Net loss attributable to Lesaka

$

$

(4,047)

$

$

Undistributed loss

(4,047)

Percent allocated to common shareholders

(Calculation 1)

96%

96%

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%

96%

96%

95%

Options to

5,143,500

at prices

ranging from

$

6.00

to $

14.00

were

outstanding during the

2025, but were

not included in

the computation of

diluted (loss)

per share because the

options’ exercise price was

greater than the average

market price of the Company’s

common stock. Options to

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

common stock.

The options,

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

as of March 31, 2025.

Supplemental cash flow information

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

Cash received from interest

$

$

$

1,938

$

1,551

Cash paid for interest

$

2,809

$

3,464

$

10,322

$

12,697

Cash paid for income taxes

$

$

$

3,713

$

3,498

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

debt facilities to

fund ATMs.

This cash may

only be used

to

fund ATMs

and is

considered restricted

as to

use and

therefore is

classified as

restricted cash.

Cash, cash

equivalents and

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

cash as of March 31, 2025 and 2024, and June 30, 2024:

$

71,008

$

55,223

$

59,065

Restricted cash

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

2025 and 2024:

Cash paid for amounts included in the measurement of

lease liabilities

Operating cash flows from operating leases

$

1,256

$

$

3,472

$

2,225

Right-of-use assets obtained in exchange for lease

obligations

Operating leases

$

2,411

$

$

3,629

$

2,601

Revenue recognition

Disaggregation of revenue

The

table

the

revenue

by

major

revenue

a

to

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

Total

$

34,431

$

7,583

$

6,581

$

48,595

32,673

7,583

6,581

46,837

1,758

1,758

5,863

6,863

5,790

6,790

59,352

1,556

60,934

52,682

1,556

54,264

6,670

6,670

8,143

8,143

1,793

2,297

5,170

5,170

1,791

1,791

Other

1,877

1,823

102,437

24,096

9,137

135,670

93,882

24,096

9,137

127,115

$

8,555

$

$

$

8,555

Revenue recognition (continued)

Disaggregation of revenue (continued)

The

table

the

revenue

by

major

revenue

a

to

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

Total

$

21,944

$

6,353

$

6,738

$

35,035

20,417

6,353

6,738

33,508

1,527

1,527

1,233

1,803

1,233

1,759

86,184

1,401

87,668

81,083

1,401

82,567

5,101

5,101

6,229

6,229

1,553

1,553

3,178

3,178

1,560

1,560

Other

1,168

1,115

110,847

17,904

9,443

138,194

104,122

17,904

9,443

131,469

$

6,725

$

$

$

6,725

The

table

the

revenue

by

major

revenue

a

to

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

Total

$

97,433

$

22,975

$

18,918

$

139,326

92,010

22,975

18,918

133,903

5,423

5,423

15,829

3,449

19,374

15,619

3,449

19,164

211,158

4,794

216,018

191,829

4,794

196,689

19,329

19,329

22,475

22,475

5,079

5,703

14,378

14,378

5,255

5,255

Other

3,197

2,228

5,505

3,029

2,228

5,337

332,696

68,097

27,241

428,034

307,566

68,097

27,241

402,904

$

25,130

$

$

$

25,130

Revenue recognition (continued)

Disaggregation of revenue (continued)

The

table

the

revenue

by

major

revenue

a

to

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

Total

$

67,254

$

18,261

$

19,992

$

105,507

62,911

18,261

19,992

101,164

4,343

4,343

1,630

5,405

7,074

1,496

5,405

6,940

263,040

3,817

267,033

248,183

3,817

252,176

14,857

14,857

17,188

17,188

4,526

4,526

8,686

8,686

4,430

4,430

Other

2,028

1,411

3,732

1,876

1,411

3,580

338,478

50,191

29,507

418,176

318,992

50,191

29,507

398,690

$

19,486

$

$

$

19,486

Leases

The

Company

has

entered

into leasing

arrangements

classified

as operating

leases under

guidance.

These leasing

arrangements relate primarily

to the lease of

its corporate head office,

administration offices and

branch locations through

Company operates

its consumer

business in

South Africa.

operating leases

have remaining

lease terms

of between

one

and

. 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

31, 2025 and

2024 was $

1.3

0.9

The Company’s operating

lease expense during the nine

was $

3.5

2.2

The

Company

has

also

entered

into

leasing

arrangements,

for

the

lease

of

branch

and

other

locations,

to operate its consumer

business in South Africa.

short-term lease expense during

the three months ended

March 31, 2025 and 2024, was $

1.1

0.9

million, respectively. The Company’s

short-term lease expense during the nine

months ended March 31, 2025 and 2024, was $

3.4

2.8

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:

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

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

4,259

2,841

1,881

Thereafter

Total undiscounted

operating lease liabilities

11,557

Less imputed interest

1,610

Total operating lease liabilities,

9,947

Operating lease liability - current

3,814

Operating lease liability - long-term

$

6,133

Operating segments

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,

he

changed

the

and

internal

structures

to

present

a

new

segment,

Enterprise,

separately.

The

chief

decision

maker has

decided

to analyze

performance primarily

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

The

change

in

our

segments

during

the

second

quarter

of

fiscal

the

separation

of

out

of

Merchant.

The

Company

has also

allocated

the

majority

to

with

a

smaller

part

of

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.

also

cash

and payment

to merchant

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.

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.

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.

earns processing

fees from

transactions processed

for these

customers. The

Company also

earns fees

on transactions

performed

by

other

banks’

utilizing

its

ATM

(until

June

30,

or

POS. The

Company

loans

to

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

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

insurance premium.

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

Enterprise offers

landlords access

to Recharger’s

prepaid

metering

solution

through which

earns

commission

revenue

from

prepaid

voucher

sales

to

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

of

POS

devices,

SIM

cards

and

other

consumables

which

can

occur

on

an

ad

hoc

basis.

Licenses

include

the

right

to

use

certain

technology developed by the Company.

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

2025 and 2024, is as follows:

Revenue

Reportable

Segment

Inter-

segment

From

external

$

103,001

$

$

102,437

24,096

24,096

9,444

9,137

Total for the three

months ended March 31, 2025

$

136,541

$

$

135,670

$

111,801

$

$

110,847

17,904

17,904

11,322

1,879

9,443

Total for the three

months ended March 31, 2024

$

141,027

2,833

138,194

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

$

334,442

$

1,746

$

332,696

68,097

68,097

30,259

3,018

27,241

Total for the nine

months ended March 31, 2025

$

432,798

$

4,764

$

428,034

$

341,044

$

2,566

$

338,478

50,191

50,191

32,710

3,203

29,507

Total for the nine

months ended March 31, 2024

$

423,945

$

5,769

$

418,176

The

Company

evaluates

segment

based

on

segment

before

tax,

and

(“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

The Company does not

allocate once-off items,

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

premiums.

Once-off

items

represent

non-recurring

expense

items,

costs

related

to

acquisitions and transactions consummated or ultimately

not pursued. Unrealized loss FV for currency adjustments

represents foreign

mark-to-market

adjustments

on

certain

accounts.

the

expense

in

the

Segment

EBITDA.

The

Stock-based

adjustments

reflect

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.

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

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

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

2,478

Unrealized Gain (Loss) FV for currency adjustments

(121)

(102)

(101)

Stock-based compensation charge adjustments

(2,497)

(2,090)

(7,518)

(5,653)

(8,429)

(5,791)

(22,928)

(17,460)

(161)

Reversal of allowance of EMI doubtful debt

1,952

1,562

(5,777)

(4,581)

(16,983)

(14,312)

Loss before income tax expense

$

$

(3,159)

$

$