LESAKA TECHNOLOGIES INC

Notes to the Unaudited Condensed Consolidated Financial Statements

for the three and nine months ended March 31, 2026 and 2025

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

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

months ended March 31, 2026 and

2025, 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

Understatement of cost and accumulated depreciation

for computer equipment

In October 2025, the Company

identified that it had understated

its June 30, 2025, amounts

of cost and accumulated depreciation

for

computer

equipment

as

well

as

the

totals

for

cost

and

by

$

6.5

million

in

the

notes

to

the

audited

for

the

years

ended

June

30,

2025,

and

The

value

of

plant

and

equipment reported as

of June

30, 2025, was

not impacted by

the error. The Company has

recast its

accumulated depreciation presented

on the condensed consolidated balance sheet as of June 30, 2025, to increase

the amount from $

48,636

to $

55,086

.

The Company assessed the materiality of this error and change in presentation on prior period consolidated

in accordance with SEC Staff Accounting Bulletin (“SAB”) No. 99 “Materiality” and SAB No. 108, “Considering the Effects of Prior

Year

when

Quantifying

in

the

Current

Year

Financial

Statements.”

Based

on

this

assessment,

the

Company has concluded

that previously issued

financial statements were

not materially misstated

based upon overall

considerations

of both quantitative and qualitative factors.

Understatement of cost of goods sold, IT processing,

servicing and support due to incorrect claim of indirect

taxes

Subsequent to the issuance

of the Company’s

Quarterly Report on Form

10-Q for the three

months ended September

it

that

its

certain

taxes

had

not

been

accounted

for

correctly

in

its

balance

sheet,

statements of

loss, consolidated

equity,

statement of cash flows and

related notes to the

consolidated financial statements included in

previously filed Annual Reports on

Form

10-K and Quarterly Reports on Form 10-Q since June 30, 2022, and these filings were incorrect. In these previous filings, the amount

of

certain

taxes

were

incorrectly

claimed

in

monthly

tax

submission

to

the

taxing

authority

and

were

incorrectly

excluded

from

cost of

goods

sold, IT

in the

statements of

and

other

payables

and

retained

in

the

balance

sheet.

The

corrected

presentation

in

the

revised

certain

taxes

in

cost

of

goods

sold,

IT processing,

and

support

in

the

consolidated statements of operations and other payables and retained

earnings in the consolidated balance sheet.

The Company has

also determined that

it may also

be liable for

penalties and interest

related to the

indirect taxes not

paid in a

timely manner and has recorded the penalties in the selling,

general and administration expense and the interest in interest expense

in

the revised consolidated statements of operations.

The cumulative sum of the penalties and interest are included in other payables and

retained earnings in the revised consolidated balance sheet.

The Company has determined

that at this time

it is more likely

than not that it

will be unable to

claim an income tax

deduction

related to the error, however,

it is performing further analysis of

its tax position with its external tax advisors.

Therefore, there are no

income tax adjustments reflected in these condensed consolidated

financial statements related to the correction of this error.

Policies (continued)

Revision of Previously Issued Financial Statements (continued)

Understatement of cost

of goods sold,

IT processing, servicing and

support due to

incorrect claim of indirect taxes

(continued)

The Company assessed the materiality of this error and change in presentation on prior period consolidated

in

accordance

with

SAB

No.

99“Materiality”

and

SAB

No.

108,

“Considering

the

Effects

of

Prior

Year

when

Quantifying

Misstatements in

the Current

Year

Financial Statements.”

Based on

this assessment,

has concluded

that

issued

were

not

materially

misstated

based

upon

overall

considerations

of

both

quantitative

and

qualitative factors.

has revised the

previous presentations

on the condensed

consolidated statements

and

nine months ended March 31, 2025, and corrected them in this filing. The Company has also included the impact of the correction for

the three months ended September 30, 2025, in the condensed consolidated statements of operations for the nine months ended March

31, 2026, included in this filing. The impact of these revisions has increased cost

of goods sold, IT processing, servicing and support,

selling,

general

and

expense

and

expense,

and

all

subtotals

from

income

to

net

income

(loss)

attributable to Lesaka for the affected periods.

Specifically,

for the nine months

ended March 31, 2026,

IT processing, servicing

and support increased by

$

0.2

million, Selling,

general and

administration expense

$

0.06

million, Operating

income decreased

by $

0.2

Interest expense increased

by $

0.1

million, and Net

income (loss) attributable

to Lesaka decreased

by $

0.4

million, as a result

of the

correction to amounts reported

for the three months

ended September 30, 2025.

Basic and Diluted loss per

share for the nine months

ended March 31, 2026, were not impacted by the correction to amounts reported

for the three months ended September 30, 2025.

has revised

the condensed

consolidated balance

sheet as

of June

and corrected

it in

this filing

where

these amounts

are presented as

comparative prior

period amounts in

other payables and

retained earnings and

affected subtotals

and

totals.

The tables below present the impact of

the revisions to specific captions to

the Company’s condensed consolidated balance sheet

and condensed consolidated statement of operations for the periods

identified.

Condensed consolidated balance sheet

June 30, 2025

$

72,079

$

3,956

$

76,035

(185,664)

Retained earnings

222,719

(3,994)

218,725

Condensed consolidated statement of operations

(in thousands, except per share data)

$

117,013

$

$

117,163

34,217

34,270

5,777

5,869

Basic earnings (loss) per share attributable to Lesaka shareholders

$

(0.27)

$

(0.01)

$

(0.28)

Diluted earnings (loss) per share attributable to Lesaka shareholders

$

(0.27)

$

(0.01)

$

(0.28)

Condensed consolidated statement of operations

(in thousands, except per share data)

$

366,618

$

$

367,104

97,213

97,384

16,983

17,251

Basic earnings (loss) per share attributable to Lesaka shareholders

$

(0.81)

$

(0.01)

$

(0.82)

Diluted earnings (loss) per share attributable to Lesaka shareholders

$

(0.81)

$

(0.01)

$

(0.82)

Policies (continued)

Recent accounting pronouncements adopted

In December 2023,

the Financial Accounting

Standards Board (“FASB”)

issued guidance regarding

Income Taxes

(Topic

to improve income tax

disclosure requirements. The guidance

requires entities, on an

annual basis, to (1) disclose

specific categories

in the income tax rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if

the effect of those reconciling items is equal to or greater than five percent of

the amount computed by multiplying pre-tax income or

loss by

the applicable

statutory income

tax rate).

This guidance

was effective

for the

Company beginning

July 1,

2025 for

its year

ended June 30, 2026.

Recent accounting pronouncements not yet adopted

as of March 31, 2026

In

November

2024,

the

FASB

issued

Income

Statement—Reporting

Comprehensive

Income—Expense

Disaggregation

Disclosures

(Subtopic

220-40)

which

disclosure

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.

In

July

2025,

the

FASB

issued

Financial

Instruments-Credit

Losses

(Topic

Measurement

of

Credit

Losses for Accounts Receivable and Contract Assets

which amends current guidance to provide a practical

expedient (for all entities)

and an accounting

policy election (for

all entities, other than

public business entities,

that elect the practical

expedient) related to

the

estimation of expected credit

losses for current accounts receivable

and current contract assets that

arise from transactions accounted

for under

Revenue From Contracts With

Customers (Topic

606).

This guidance is effective for

the Company beginning July 1, 2026,

and interim

reporting periods during

that fiscal year.

Early adoption

is permitted. The

Company is currently

assessing the impact

of

this guidance on its financial statements and related disclosures.

On

September

18,

2025,

the

FASB

issued

Intangibles—Goodwill

and

Other—

Internal-Use

Software

(Subtopic 350-40)

which amends certain

aspects of the

accounting for and

disclosure of software

costs under ASC

350-40. The new

makes

targeted

to

existing

but

does

not

fully

align

the

framework

for

for

internally

developed software

costs that

are subject

to ASC

350-40 with

the framework

applied to

software to

be sold

or marketed

externally

that is

subject to

guidance regarding

Costs of

Software to

Be Sold,

Leased, or

Marketed

(Subtopic ASC

985-20)

. The

new guidance

also does not amend the guidance

on costs of software licenses that

are within the scope of ASC 985

-20. The amendments supersede

the guidance

on website

development costs

in guidance

Website

Development Costs

(Subtopic ASC

350-50)

and relocate

that guidance,

along with the

recognition requirements

for development costs

specific to websites,

to ASC 350

-40. This guidance

is

effective for

the Company beginning

July 1, 2028,

and interim reporting

periods during that fiscal

year. Early

adoption is permitted.

Entities

may

apply

the

prospectively,

retrospectively,

or

via

a

modified

prospective

method.

The

modified

prospective

approach

would

allow

entities

to

account

for

an

in-process

project

that,

before

the

date,

met

the

capitalization requirements but would no longer meet

the requirements for capitalization under the

new guidance by derecognizing the

capitalized costs for

that in-process project

through a

cumulative-effect adjustment

to the opening

balance of retained

earnings. The

Company is currently assessing the impact of this guidance on its financial

statements and related disclosures.

On December

8, 2025,

the FASB

issued guidance

Interim Reporting

(Topic

which is

intended to

improve the

navigability

of the

in ASC

and clarify

when it

applies.

Under the

amendments, an

entity is

subject to

ASC 270

if

it

provides “interim financial

statements and notes

in accordance with

GAAP.” The updated guidance also

addresses the

form and content

of such financial statements, adds lists to ASC 270 of the interim disclosures required by all other Codification topics, and establishes

a principle

under which an

entity must “disclose

events since the

end of the

last annual reporting

period that have

a material impact

on the entity.”

As the FASB

stated in the

proposed guidance and

reiterates in the ASU,

the amendments are

not intended to

“change

the fundamental nature

of interim reporting

or expand or

reduce current interim

disclosure requirements.” This

guidance is effective

for the

Company beginning

July 1,

2028, and

interim reporting

periods during

that fiscal

year.

Early adoption

is permitted.

Entities

m

ay apply the guidance prospectively,

retrospectively, or via a modified

prospective transition method.

Acquisitions

and Dispositions

Refer to Note 3 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the

2025, for

additional information

regarding the

acquisition of

Recharger Proprietary

Limited (“Recharger”)

and

the proposed acquisition of Bank Zero Mutual Bank (“Bank Zero”) (which transaction

remains conditional).

The cash

paid, net

of cash

received related

to the

acquisitions during

2026, is summarized in the table below:

Total cash paid

$

12,944

$

10,769

$

13,294

$

24,161

Less: cash acquired

2,172

1,772

2,177

11,207

Total cash paid, net

of cash received

$

10,772

$

8,997

$

11,117

$

12,954

2026 Proposed acquisitions of Bank Zero

On

June

26,

2025,

Lesaka

Technologies

Limited

(“Lesaka

SA”)

entered

into

a

Implementation

Agreement (the

“Transaction

Implementation Agreement”)

with Zero

Research Proprietary

Limited (“Zero

Research”), Bank

Zero,

and other parties identified in Annexure

A to the Transaction Implementation

Agreement (being all of the shareholders of Bank

Zero

save

for

Zero

Research

and

Naught

Holdings

Ltd,

the

“Bank

Zero

Sellers”),

the

parties

listed

in

Annexure

B

to

the

Implementation Agreement (being all

of the shareholders

of Zero Research

save for Naught

Holdings Ltd, the

“Zero Research Sellers”)

and Naught Holdings Ltd.

The Company incurred transaction-related expenditures of $

0.1

0.3

million during the three and nine months

ended

respectively, related

to the proposed

acquisition of Bank

Zero. The Company’s

accruals presented in

Note 10 of

as

March

an accrual

of transaction

related expenditures

of $

0.3

expects

to incur

further

transaction costs of $

0.2

million during the 2026 fiscal year.

2026 Acquisitions

Atom Operations Proprietary Limited

On November

10, 2025,

the Company,

through its

wholly

owned

subsidiary,

Prism Holdings

Limited

(“Prism”),

entered

into

a

Sale

of

Shares

(the

“Atom

Purchase

Agreement”)

with

Gravaton

Investments

Limited

(“Gravaton”) and Atom Operations Proprietary Limited (“Atom”). Pursuant to the Atom Purchase Agreement and subject to its terms

and conditions, Prism agreed to

acquire, and Gravaton agreed

to sell, all of

the outstanding equity interests

in Atom for a

total purchase

consideration of $

0.7

million which comprised

of $

0.4

6.0

million, translated at

December 1, 2025

exchange rates)

in

cash and

76,716

shares of the Company’s

shares of common stock (which

had an aggregate value

of $

0.3

million (

76,716

multiplied

by

$

3.95

)

on closing).

The transaction

closed

on December

1, 2025.

did not

incur

any

costs

related to this acquisition.

Mobilemart Proprietary Limited

On

January

30,

2026,

the

through

Prism,

entered

into

a

Sale

of

Shares

(the

“Mobilemart

Purchase

Agreement”) with BASA

Ventures

Proprietary Limited (“BASA”) and

Mobilemart Proprietary Limited

(“Mobilemart”). Pursuant to

the Mobilemart Purchase Agreement and subject to its terms and conditions, Prism

agreed to acquire, and BASA agreed to sell, all of

the

equity

interests

in

Mobilemart

for

a

total

consideration

of

$

2.5

million

(ZAR

40.0

at

February 6,

2026 exchange

rates) in

cash. The

transaction closed

on February

6, 2026.

did not

incur any

transaction costs related to this acquisition.

These acquisitions were allocated to our Enterprise operating segment.

2025 Acquisitions

On November 19,

2024, the Company,

through Lesaka SA,

entered into a

Sale of Shares Agreement

(the “Recharger Purchase

Agreement”) with

Imtiaz Dhooma

(Recharger’s

former chief

executive officer)

and Ninety

Nine Proprietary

Limited (“the

Seller”).

Pursuant to

the Recharger

Purchase Agreement

and subject to

its terms and

conditions, Lesaka

SA agreed to

acquire, and

the Seller

agreed to sell, all of the outstanding equity interests in Recharger.

The transaction closed on March 3, 2025.

Acquisitions and Dispositions (continued)

The transaction consideration per

the Recharger Purchase Agreement

was settled in two tranches.

The second and final tranche

was settled

on March

3, 2026,

and comprised

a contractual

cash payment

of ZAR

175.0

10.4

million) and

the delivery

of

shares of Lesaka’s common

stock with a contractual value of ZAR

75.0

4.6

previously recorded

the stock-based

compensation charge

the cash-settled

awards in

other payables.

loss of $

0.4

million during

the three and

2026, under

the caption

change

in

of equity

in

the unaudited

of operations.

The fair

value

loss was

as

the

difference

between

the

fair

value

of

the

shares

of

common

stock

transferred

on

March

3,

2026,

and

the

amount

in

other

payables

as

of

June

30,

The

shares

of

common

stock

to

be

provided

was

using

the

value

of

ZAR

75.0

million

divided

by

the

volume-weighted

average

price

of

the

common

shares

on

the

Johannesburg Stock Exchange for the three-month period prior to February 24, 2026. The fair value of the shares of common stock in

U.S. dollars was

calculated using

the shares issued

multiplied by the

Company’s closing

price on the

Johannesburg Stock

on March 3, 2026, of ZAR

75.37

, and translated to U.S. dollars at the exchange rate of $1: ZAR

16.35

.

Lesaka SA delivered the

shares of the Company’s common stock from a pool of shares it purchased in October 2024,

and the Company recognized

a loss in

additional paid-in-capital of $

0.1

million related to

the difference between in the

value on March

3, 2026, and the price paid per share in October 2024.

The

Company

completed

the

price

related

to

the

during

the

three

months

ended

2025. There

were no

changes to

the Recharger

preliminary purchase

price allocation

as of

2025. The

final

price

related

to

the

acquisition,

at

the

foreign

rates

on

the

date

of

acquisition, is provided in the table below:

Final purchase price allocation

$

1,720

Accounts receivable

Property, plant and equipment

Operating lease right of use asset

3,614

Intangible assets

16,171

Deferred income taxes assets

(149)

(1,439)

Operating lease liability - current

(185)

(4)

Deferred income taxes liabilities

(4,366)

Operating lease liability - long-term

(269)

Fair value of assets and liabilities on acquisition

$

15,825

Transaction costs and certain compensation

costs

did not incur

any transaction

costs related to

the Bank Zero

acquisition during

March

31,

The

table

below

costs

related

to

the

of

Adumo

and

and

the

proposed acquisition of Bank Zero,

as well as

certain post-combination compensation costs expensed during

the three and nine

months

ended March 31, 2026 and 2025:

Bank Zero transaction costs

$

$

$

$

Adumo transaction costs

1,702

Recharger transaction costs

Recharger post-combination services expensed

1,130

1,130

Total

$

$

1,222

$

$

3,174

Acquisitions and Dispositions (continued)

2025 Acquisitions (continued)

Pro forma results related

to acquisitions

Pro forma results of operations have not been presented for the acquisitions of Atom and Mobilemart because the effect of these

individually

and

in

aggregate,

are

not

to

the

Company.

Since

the

closing

of

these

they

have

contributed revenue and net income of $

4.30

(0.13)

million, respectively, for

the nine months ended March 31, 2026.

Dispositions

Dispositions

December 2025 disposal of Humble

On

1,

2025,

Adumo

(RF)

Limited,

a wholly

-owned

of the

disposed

of its

entire

Humble Software

Proprietary Limited

(“Humble”) and

received

306,767

as

consideration. The fair value of these

306,767

shares of the Company’s common stock on December 1, 2025, was $

1.2

million. These

shares have

been included in

presents the impact

of the deconsolidation

of Humble

and the calculation of the net loss recognized on deconsolidation:

Deconsolidation of Humble

Humble

Fair value of consideration received

$

1,211

Add carrying value of noncontrolling interest on deconsolidation

Less: carrying value of Humble, comprising

1,988

Accounts receivable, net

Property, plant and equipment,

net

1,515

Intangible assets, net

Deferred income taxes assets

(4)

(58)

(1)

Released from accumulated other comprehensive income – foreign

currency translation reserve

(26)

Loss recognized on disposal, before transaction costs

(730)

Loss recognized on disposal, before tax

(730)

Taxes related to gain

recognized on disposal

Tax benefit related

to loss recognized on disposal

(1)

Release of valuation allowance

(1)

Loss recognized on disposal, after tax

$

(730)

(1)The Company incurred a capital loss of $

0.04

million. The Company recorded a valuation allowance of $

0.04

million related

to the capital loss generated.

finance loans receivable, net

Accounts receivable, net and other receivables

The Company’s accounts receivable,

net, and other receivables as of March 31, 2026, and June 30, 2025, are presented in the

table below:

Accounts receivable, trade, net

$

19,674

$

16,433

Accounts receivable, trade, gross

22,163

18,186

Less: Allowance for doubtful accounts receivable, end of period

2,489

1,753

1,753

1,241

(258)

(521)

1,395

1,856

(473)

(847)

Deconsolidation

(4)

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

net of

allowance: March 2026: $

; June 2025: $

Amount due from VantagePay,

net of allowance: March 2026: $

; June 2025: $

1,500

2,027

Other receivables

23,782

26,092

Total accounts receivable,

net and other receivables

$

45,483

$

42,525

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

are

more

volatile

than

the

monthly

invoice

amounts

because

they

are

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

is 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

by

multiplying

the

lifetime

loss

rate

with

recent

invoice/origination

amounts.

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.

The Company previously provided

Vantage

Africa Limited (“VantagePay”)

with a working capital facility

of $

1.5

million. The

Company created an allowance for

credit losses related to

loans receivable of $

1.5

million during the year

ended June 30, 2021, related

to the

full amount

outstanding as

of June

30, 2021.

This amount

was still

as of

2025. The

Company recently

entered into discussions

with VantagePay

regarding steps to recover

the amount outstanding,

and the Company believes

that there is

sufficient

evidence

to

support

the

recoverability

of

the

amount

due

from

VantagePay

.

The

Company

a

reversal

of

the

allowance

for

credit

losses

of

$

1.5

million

during

the

three

and

nine

months

ended

March

31,

The

Company also recognized outstanding interest of $

0.5

million during the three and nine months ended March 31, 2026.

O

ther 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, 2026, and June 30, 2025, is presented in the table below:

Microlending finance loans receivable, net

$

76,694

$

52,492

Microlending finance loans receivable, gross

82,025

56,140

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

5,331

3,648

3,648

1,947

(161)

6,461

4,301

(4,934)

(2,499)

Merchant finance loans receivable, net

22,717

21,618

Merchant finance loans receivable, gross

25,713

23,214

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

2,996

1,596

1,596

2,697

(119)

(22)

1,832

2,576

(384)

(3,709)

Total finance

loans receivable, net

$

99,411

$

74,110

Total

finance

loans

receivable,

net,

comprises

microlending

finance

loans

receivable

related

to

the

microlending

Africa as

well as

its merchant

finance loans

receivable related

to Connect’s

lending activities

Africa.

Certain merchant

finance loans

receivable

with an

aggregate balance

of $

21.9

million as

of March

pledged

as

security for the Company’s

revolving credit facility (refer to Note 9).

Allowance for credit losses

Microlending finance loans receivable

Microlending finance loans receivable is related to the Company’s

microlending operations in South Africa whereby it provides

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

have a tenor of up to nine months, with the majority of loans

originated having

a tenor of

six months.

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, 2025 and March 31, 2026, was

6.5

%. The performing component (that is, outstanding loan payments not in

arrears)

of the

book exceeds

more

than

% and

%, of

the outstanding

lending book

as of

2025, and

2026,

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,

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

o

f 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, 2025 and March 31, 2026, was approximately

1.14

%. 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, 2025.

The performing component, under-performing component

and non-performing component of the book represents approximately

%,

% and

%, respectively, of the outstanding lending book

as of March 31, 2026.

The Company’s inventory

comprised the following categories as of March 31, 2026, and June 30, 2025:

Raw materials

$

2,757

$

2,963

Work-in-progress

Finished goods

14,512

20,295

$

17,494

$

23,551

Fair value of financial instruments

Initial recognition and measurement

Financial instruments

are recognized

when the

Company becomes

a party

to the

transaction. Initial

measurements are

at cost,

which includes transaction costs.

Risk management

The Company manages its exposure

to currency exchange, translation, interest rate,

credit, microlending credit and equity price

and liquidity risks as discussed below.

Currency exchange risk

The Company is subject to currency exchange risk because it purchases components

for its vaults, 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 contracts in order to limit its

exposure in these transactions to fluctuations

in exchange rates between the South African

rand

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

Translation risk

Translation risk relates to

the risk that

the Company’s results of operations

will vary significantly

as the U.S.

dollar is its

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.

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

financing

activities. Interest

rates in

South

Africa have

declined in

recent quarters.

However,

the escalation of

conflict in the

Middle East has

increased oil and

commodity prices and

contributed to heightened

global

market volatility.

This is expected to exert upward pressure on inflation in the near term, which may

result in interest rates increasing

toward the end of the year or early next year. Therefore, ignoring the impact of changes to the margin on its borrowings (refer to Note

9. and

borrowings outstanding,

expects its

cost of

borrowing to

increase moderately

if interest

rates were

to

increase in the future.

The

Company

periodically

the

cost

and

effectiveness

of

rate

hedging

strategies

to

manage

this

risk.

The

Company

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

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 certain

financial instruments,

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

from time

to time.

The market

price of

these securities

may fluctuate

for a

variety of

reasons and,

consequently,

the

amount

that

the

Company

may

obtain

in

a

subsequent

sale of

these

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

are

listed.

The

Company

may

not be

able

to

sell some

or

all

of

these

at

one

time,

or

over

an

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

or at all.

Financial instruments

The following

section describes

the valuation

methodologies the

Company uses

to measure

its significant

financial assets

and

liabilities at fair value.

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

active markets for identical assets or liabilities

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

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

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 unobservable inputs – investment

in Cell C

held

class “A” shares

in Cell

C Limited

(“Cell C”), a

significant mobile

telecoms provider

Africa.

In November 2025,

Cell C completed a

restructuring process in anticipation

of its listing on

the securities exchange

operated

by the JSE Limited. Under this process, a new holding company,

Cell C Holdings Limited (“Cell C Listco”), was established for Cell

C, with a transaction

step including the transfer

of shares in Cell

C by its existing

shareholders to Cell C

Listco in exchange

for Cell

C Listco issuing shares to

the existing Cell C shareholders

(the “Flip-up”). The

Company exchanged its

class “A” shares

in Cell C for

76,590

shares in Cell C Listco. Cell C Listco listed on November 23, 2025.

On October 31, 2025, in considering the proposed restructure

and listing of Cell C Listco, Lesaka SA entered into an agreement

with The

Prepaid Company

Proprietary Limited

(“TPC”) to

dispose of

its shares

in Cell

C (or,

after the

Flip-up is

implemented, its

shares in Cell C Listco) (“Relevant Shares”), if certain conditions were met. Under

the terms of the agreement, if:

●

the listing

occurred by

November 30,

2025, and

the value

of Lesaka

SA’s

shares in

Cell C

was less

than ZAR

then Lesaka SA could choose to either hold the shares, or sell the Relevant Shares to TPC for a purchase price equal to ZAR

million; or

●

the listing did

not occur by

November 30, 2025

(or, earlier

than this date,

it is determined

that the listing

will not proceed),

then Lesaka SA

could sell the Relevant

Shares to TPC for

ZAR

million. If, after

this sale and before

April 30, 2026, the

Listing occurs and the

list price per share

(“A”) is more than the

price paid to Lesaka

SA per Relevant Share

(the aggregate

ZAR

million) (“B”), then TPC shall pay an amount equal to the difference between A and B, multiplied by the number of

Relevant Shares to Lesaka SA as a top-up to the purchase consideration.

The value of Lesaka SA’s

shares in Cell C Listco was less than ZAR

million on listing and Lesaka SA elected to sell its Cell

C Listco shares to TPC for ZAR

3.0

million) and received the cash proceeds in December 2025.

The

Level

asset

represented

an

of

class

“A”

shares

in

Cell

C.

The

Company

used

a

discounted cash

flow model

developed by

the fair value

of its

Cell C as

of June

and valued Cell C

at $

0.0

(zero) as of June

30, 2025. The Company

assumed that Cell C’s

deferred tax assets would

be utilized over

the forecast period. The Company has assumed a marketability discount of

% as of June 2025 and a minority discount of

%. The

Company utilized the latest business plan provided

by Cell C management for the period ended May 31, 2030,

for the June 30, 2025,

valuation.

The following key valuation inputs were used as of June 30, 2025:

Weighted Average

Cost of Capital ("WACC"):

%

Long term growth rate:

4.5

%

Marketability discount:

%

Minority discount:

%

Net adjusted external debt - June 30, 2025:

(1)

ZAR

8.3

billion ($

0.5

billion), no lease liabilities included

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

The following table presents

assets measured at fair value

on a recurring basis as

of March 31, 2026,

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

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)

4,233

4,233

Total assets at fair value

$

4,367

$

$

$

4,367

The following table presents the

Company’s assets measured

at fair value on a recurring basis as of

June 30, 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

$

$

$

$

Related to insurance business

(included in other long-term

assets)

Fixed maturity investments

(included in cash and cash

equivalents)

4,739

4,739

Total assets at fair value

$

4,864

$

$

$

4,864

During the nine months ended March 31, 2026, the Company

transferred its investment in Cell C Listco out

of Level 3 following

the

of

these

equity

securities.

During

the

nine

months

ended

March

31,

2026,

the

Company

an

in

the

carrying value of its investment in Cell C Listco prior to the disposal of these

equity securities.

There were

no

transfers in or out of Level 3 during

the three months ended March 31, 2026

or during the three and nine months

There was

no

movement in

assets measured

at fair

value on

a recurring

basis, and categorized within

Level 3, during the

three months ended March

31, 2026 or

during the three and

31, 2025, respectively.

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, 2026:

Carrying value

Assets

$

Gain on fair value re-measurement

2,971

Disposal of investment in Cell C

(2,971)

(1)

$

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

South African rand against the U.S. dollar on

t

he 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, 2025:

Carrying value

Assets

Balance as of June 30, 2024

$

(1)

$

(1) The

foreign currency

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

readily determinable

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

to

be

other-than-temporary.

The

Company

has

no

that

are

measured at fair value on a nonrecurring basis.

Equity-accounted investments and other long-term assets

Refer to Note 9 to the Company’s audited consolidated

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

year ended June 30, 2025, for additional information regarding its equity

-accounted investments and other long-term assets.

Equity-accounted investments

The

ownership

percentage

in its

as of

2026,

and

2025, was

as

follows:

Sandulela Technology

(Proprietary) Limited (“Sandulela”)

49.0

%

49.0

%

SmartSwitch Namibia (Proprietary) Limited (“SmartSwitch Namibia”)

50.0

%

50.0

%

SmartSwitch Namibia

The

Company

a

loss on

of

of

$

0.6

million

during

the

nine

months

ended

March 31, 2026, which primarily includes the release of accumulated other comprehensive

loss (refer to Note 12).

Other long-term assets

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

31, 2026, and June 30, 2025:

Total equity investments

$

$

Investment in Cell C (June 30, 2025:

%) at fair value (Note 5)

(1)

Investment in

% of Cowdi at fair value

(2)

Investment in

87.5

% of CPS (June 30, 2025:

87.5

%) at fair value

(2)(3)

Policy holder assets under investment contracts (Note 8)

Reinsurance assets under insurance contracts (Note 8)

2,312

1,837

Other long-term assets

1,985

1,847

Total other long-term

assets

$

4,681

$

3,809

(1) The Company disposed of its entire shareholding in Cell C in December

2025, refer to Note 5 for additional information.

(2) The Company determined

that Cowdi and CPS do

not have a readily

determinable fair value and

therefore elected to record

its 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.

(3) On October 16, 2020,

the High Court of

South Africa, Gauteng Division, Pretoria

ordered that CPS be

placed into liquidation.

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

Other long-term assets (continued)

During the nine months

ended March 31, 2026,

the Company invested $

0.3

million to acquire a

% interest in Cowdi Limited

(“Cowdi”), an entity incorporated in England and Wales,

with operations through a Kenyan wholly-owned subsidiary offering digital

loans to customers in that country.

The Company also extended a $

0.75

million credit facility to Cowdi.

The facility was undrawn as

of March 31, 2026.

The Company previously owned

6,215,620

equity shares of One MobiKwik

Systems Limited (“MobiKwik”). MobiKwik

listed

on

the

National

Stock

of

India

(“NSE”)

on

18,

Up

until

its

listing

MobiKwik

did

not

have

a

readily

determinable fair

value and

elected to

measure its

MobiKwik at

cost minus

impairment, if

any,

plus or

minus changes

resulting from

observable price

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 used

MobiKwik’s

closing

price

on

the

NSE

on

the

last

trading

day

related

to

last

day

of

the

period

to

determine the fair value

of the equity securities

owned by the Company.

The Company determined

a fair value per

MobiKwik share

of $

3.56

(INR

304.05

per share at the USD: INR

exchange rates applicable as of

March 31, 2025). The Company

used this valuation

as the basis for its adjustment to decrease the carrying value of its investment in MobiKwik by $

54.2

million from $

76.3

million as of

June 30, 2024, to $

22.1

million as of March 31, 2025. The change in the fair value of MobiKwik for the three and nine months

ended

March 31, 2025, of $

20.4

54.2

million, respectively, is included in the caption “Change in fair value of equity securities”

in the consolidated statement of

operations for the three and nine months

ended March 31, 2025. The Company

disposed of its entire

shareholding in MobiKwik in June 2025.

Summarized below

are the components

of the Company’s

equity securities without

readily determinable

fair value and

held to

maturity investments as of March 31, 2026:

Cost basis

holding

holding

gains

losses

value

Equity securities:

Investment in Cowdi

$

$

$

$

Investment in CPS

Total

$

$

$

$

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, 2025:

Cost basis

holding

holding

gains

losses

value

Equity securities:

Investment in CPS

$

$

$

$

Held to maturity:

Investment in Cedar Cellular notes

Goodwill and intangible assets, net

Summarized below is the movement in the carrying value of goodwill

for the nine months ended March 31, 2026:

Gross value

value

$

236,109

$

(36,714)

$

199,395

(388)

(388)

Acquisition (Note 2)

1,586

1,586

(1,515)

(1,515)

(1)

9,306

(1,261)

8,045

$

245,486

$

(38,363)

$

207,123

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

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

The Company assesses the carrying

value of goodwill for impairment

annually, or more

frequently, whenever

events occur and

circumstances change indicating potential impairment. The Company

performs its annual impairment test as at June 30 of each year.

In order to determine

the amount of goodwill

impairments, the estimated

fair value of the

reporting units’ business

assets and liabilities were compared to the carrying value of their assets and liabilities. The Company typically uses a discounted cash

flow model in order to determine the fair value of its businesses (this is a Level-3 fair value

measurement), however the reporting unit

impairment during

2026, did

not have

any future

cash flows

to discount

following the

termination of its sole revenue generating contract with a customer. Based on this analysis, the Company determined that the carrying

value of the reporting units’ business assets and liabilities exceeded their fair

value at the reporting date.

In determining the

of the

reporting unit, the

Company considered key

judgements related to

the reporting unit’s ongoing

revenue growth rates and the reporting unit’s

ability to continue to operate as a going concern.

Nine months ended March 31, 2026, impairment

loss

The Company recognized

an impairment loss

of $

0.4

of the impairment

analysis performed

31,

2026, related to goodwill allocated to its

Switchpay reporting unit within its Merchant segment. The

impairment is included within the

caption impairment loss in the

unaudited condensed consolidated statement

of operations for the three and nine

30, 2026.

At June 30, 2025, the fair value of the Switchpay reporting unit exceeded

its carrying value by

%. The impairment loss in the

Switchpay reporting unit resulted

from the termination of its

sole customer contract

during fiscal 2026 which adversely

impacted its

future cash flows,

growth prospects and its ability to continue as a going concern.

The table presents the components of impairment loss for the three and nine

months ended March 31, 2026:

Goodwill impairment loss

$

$

Impairment of right-of-use assets (Note 17)

1,528

1,528

Impairment of property,

plant and equipment

(1)

$

2,604

$

2,604

(1)

During

the

three

and

ended

March

31,

2026,

the

Company

commenced

the

process

to

wind

down

its ATM

business and recognized an impairment related to ATMs

recorded in property, plant and equipment

to reduce the carrying amounts of

these assets to

their estimated recoverable

values. The recoverable

values were determined

based on estimated

proceeds expected

to

be

realized

through the

piecemeal

of

the

assets.

The

estimated

the

recoverable

values

observable market

pricing for

similar assets,

the condition,

age and

expected timing

of sale.

These estimates

represent management’s best estimate of fair value

less costs to sell.

The fair value measurements associated

with the impairment were

classified

within

Level

of

the

fair

value

hierarchy,

as

the

incorporates

unobservable

inputs,

assumptions regarding expected

selling prices and

market demand for

used ATM

equipment. Actual proceeds

may differ from

these

estimates arising from changes in market conditions or the timing and manner of disposal.

Goodwill and intangible assets, net (continued)

Goodwill (continued)

Goodwill has been allocated to the Company’s

reportable segments as follows:

value

$

179,634

$

6,027

$

13,734

$

199,395

(388)

(388)

Acquisitions (Note 2)

1,586

1,586

(1,515)

(1,515)

(1)

7,332

8,045

$

185,063

$

6,274

$

15,786

$

207,123

(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

Summarized below is

the carrying value

and accumulated amortization

of intangible assets as

of March 31,

2026, and June

30,

2025:

As of March 31, 2026

As of June 30, 2025

Gross

value

Net

value

Gross

value

Net

value

Finite-lived intangible assets:

Software, integrated

platform and unpatented

technology

$

147,087

$

(55,426)

$

91,661

$

137,099

$

(41,925)

$

95,174

Customer relationships

55,656

(23,648)

32,008

53,369

(18,568)

34,801

Brands and trademarks

(1)

18,980

(18,619)

18,233

(8,993)

9,240

FTS patent

2,246

(2,246)

2,158

(2,158)

Total finite-lived

assets

$

223,969

$

(99,939)

$

124,030

$

210,859

$

(71,644)

$

139,215

(1)

During

early

calendar

2025,

the

considered

the

unification

of

the

merchant

segments

and

the

realignment

of

the

brands

under

the

master

brand

“Lesaka”.

The

Board

of

Directors

approved the realignment of certain of the Company’s brands to the master brand in May 2025. The Company has identified the steps

and

timing

to realign

the affected

brands

under the

master brand

and expects

to have

complete alignment

by February

2027,

with

certain brands aligned in December

2025. The change in

brands has resulted in

a change in

the useful lives of

certain of the Company’s

brand

and

trademark

assets

which

has

resulted

in

an

(excluding

the

impact

on

Adumo

and

GAAP

brands)

in

amortization expense of $

6.3

million during the nine months ended March 31, 2026 compared with the nine months ended March

31,

2025. The change in

the useful lives resulted in

a $

4.6

million increase in the

Company’s net

loss from continuing operations

for the

and did not

have a significant

impact on earnings

(loss) per share.

The change did

n

ot impact prior periods.

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, 2026 and 2025,

was

$

6.1

5.1

Aggregate amortization

expense on the

finite-lived intangible

assets for the

ended March 31, 2026 and 2025, was $

25.2

13.9

million, respectively. Future estimated annual amortization expense for

the next five

fiscal years and

thereafter,

assuming exchange

rates that prevailed

on March

is presented in

the table below.

Actual

expense

in

future

periods

could

differ

from

this

estimate

as

a

result

of

changes

in

useful

lives,

exchange rate fluctuations and other relevant factors.

Fiscal 2026 (excluding nine months ended March 31, 2026)

$

6,115

Fiscal 2027

22,817

Fiscal 2028

21,782

Fiscal 2029

21,310

Fiscal 2030

19,374

Thereafter

32,632

Total future

estimated annual amortization expense

$

124,030

Assets and policyholder liabilities under insurance and investment

Reinsurance assets and policyholder liabilities under insurance contracts

Summarized below is

the movement in reinsurance

assets and policyholder

liabilities under insurance

contracts during the

nine

months ended March 31, 2026:

Reinsurance

Assets

(1)

Insurance

(2)

$

1,837

$

(2,644)

Increase in policyholder benefits under insurance contracts

(9,935)

Claims and decrease in policyholders’ benefits under insurance contracts

(306)

9,376

(3)

(110)

$

2,312

$

(3,313)

(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

under investment

during

the

ended March 31, 2026:

Assets

(1)

Investment

(2)

$

$

(125)

Increase in policy holder benefits under investment contracts

(4)

(3)

(3)

(5)

$

$

(134)

(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

its Annual

for

the year ended June 30, 2025, for additional information regarding

its borrowings.

Reference rate reform

After the

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”) following the cessation of JIBAR after its final publication on

ZARONIA

reflects

the

rate

at

which

rand-denominated

overnight

wholesale

funds

are

obtained

by

commercial

banks.

The “No

New

JIBAR”

initiative

will commence

on 1

May 2026,

marking

the cut-off

date

from which

market

participants should no

longer enter

into new

financial contracts

referencing JIBAR, except

in clearly

defined and limited

circumstances.

Certain of the

Company’s borrowings referenced JIBAR as

a base interest

rate. In February

2026, the Company amended

its borrowing

agreement to change

the reference rate

from JIBAR to

ZARONIA from April

1, 2026 in

anticipation of the

“No New JIBAR”

initiative.

The reference rate applicable to

Facilities A and B will be

ZARONIA plus a credit adjustment

spread (“CAS”), intended to place

the

parties in

substantially the

same economic

position as

if JIBAR

had not

ceased. As

of April

1, 2026,

ZARONIA and

JIBAR were

6.606

% and

6.760

%, respectively, implying an indicative CAS of

0.154

%, or

15.4

basis points, to align ZARONIA

with the prevailing

JIBAR rate on

that date. The

final CAS will

be determined in

accordance with the

CTA,

either by agreement

between the Company

and

the

agent

or,

failing

agreement,

by

the

agent

using

the

SARB-recommended

or

market-adopted

methodology.

The JIBAR, an average of

3 month negotiable certificates of deposit

(“NCD”) rates, on March 31, 2026,

was

6.75

%. The prime

rate,

the

benchmark

rate

at

which

private

sector

banks

lend

to

the

public

in

South

Africa,

on

March

31,

2026,

was

10.25

%.

The

ZARONIA rate on March 31, 2026, was

7.00

%.

Facilities obtained in February 2025

Long-term borrowings – Facility A and Facility B Agreements

On February 27, 2025, the Company, Lesaka SA and a

number of other subsidiaries of Lesaka

SA entered into a Common Terms

Agreement (the “Original 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

(RF) Proprietary Limited (“Debt Guarantor”), a South African company incorporated for the sole purpose of holding collateral for the

benefit of the Lenders and acting as debt guarantor,

and certain other parties.

On February

27, 2026,

the Company,

Lesaka SA

and a

number of

other subsidiaries

of Lesaka

SA, the

Lenders and

the Debt

Guarantor

a Amended

and Restated

Common Terms

(“Restated CTA”)

which replaced

the Original

CTA,

and:

●

amended the reference rate from JIBAR TO ZARONIA;

●

aligned the

annual repayment

dates for

Facility B

from February

to March,

final maturity

date unchanged

as

February 27, 2029; and

●

updated

certain provisions to expressly permit the implementation of interest rate hedging.

The Restated CTA was further

amended by a letter dated March 27, 2026.

On March 31, 2026, the Company made its first scheduled repayment of

ZAR

150.0

9.0

million) related to Facility B.

Short-term facility - General Banking Facility

Concurrent with

the execution

of the

Original CTA,

Lesaka SA

and RMB

a General

Banking Facility

(the “Original GBF Agreement”), which was amended by an addendum

dated on or about July 16, 2025. On March 27, 2026, Lesaka

SA and

RMB entered

into an

Amended and

Restated General

Banking Facility

(“Restated GBF

Agreement”) to

amend and

replace

the Original GBF Agreement. Pursuant

to the Restated GBF

Agreement, Lesaka SA and certain

of its subsidiaries have access

to direct

of

ZAR

1.1

billion

($

67.1

which

include

a

general

banking

(a

demand

facility);

direct

and

contingent facilities which cover

forward exchange contracts and credit

cards; an indirect facility of ZAR

57.7

3.4

for bank

guarantees; and

settlement lines

of ZAR

326.0

19.1

million). The

direct facilities

may be

reallocated as

facilities, and indirect facilities may be reallocated as direct facilities.

The facilities under the

Restated GBF Agreement were

available for utilization

from March 30, 2026,

and are subject to annual

review by RMB. Lesaka SA

paid an upfront fee of

ZAR

3.45

0.2

million, translated at rates

applicable as of March 31,

to the RMB related to this transaction.

Movement in short-term credit facilities

Summarized below

are the

short-term facilities

as of

2026, and

the movement

in the

short-

term facilities from as of June 30, 2025 to as of March 31, 2026:

RMB

RMB

Nedbank

GBF

Other

Facilities

Total

Short-term facilities available as of March 31, 2026

$

67,064

$

3,383

$

9,179

$

79,626

Overdraft

67,064

67,064

3,383

9,179

12,562

Movement in utilized overdraft facilities:

No restrictions as to use

24,469

24,469

24,469

24,469

Utilized

93,417

93,417

Repaid

Guarantee fee paid

(257)

(257)

(1)

35,825

35,825

No restrictions as to use

$

35,825

$

$

$

35,825

Interest rate as of March 31, 2026 (%)

(2)

9.75

N/A

N/A

Interest rate as of June 30, 2025 (%)

(2)

10.25

N/A

N/A

Movement in utilized indirect and derivative facilities:

$

$

1,864

$

$

1,983

Guarantees cancelled

(1,635)

(1,635)

Utilized

1,559

1,559

(1)

$

$

1,864

$

$

1,988

(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,

2026 and 2025, was $

0.8

$

0.6

Interest expense incurred

under the Company’s

short-term borrowings

and included

in the

caption interest

expense on

the condensed

and

2025, was $

1.9

2.4

The

Company

cancelled

overdraft

on

October

1,

2024,

and

settled

overdraft

balance of ZAR

20.0

1.1

million) on the

same day.

The repayment is

included in the

caption repayment

of bank overdraft

i

ncluded on the Company’s

unaudited condensed consolidated statements of cash flows for the nine months

ended March 31, 2025.

Movement in long-term borrowings

Summarized below is the movement in the Company’s

long-term borrowing from as of June 30, 2025 to as of March 31, 2026:

Facilities

Lesaka A

Lesaka B

Asset

backed

CCC

Total

Included in current

$

$

8,448

$

3,508

$

$

11,956

Included in long-term

120,375

47,873

3,671

16,894

188,813

Opening balance as of June 30, 2025

120,375

56,321

7,179

16,894

200,769

Facilities utilized

3,763

4,735

Facilities repaid

(8,953)

(3,635)

(12,588)

Non-refundable fees paid

(33)

(33)

Non-refundable fees amortized

(1)

4,931

2,466

8,428

Closing balance as of March 31, 2026

125,539

49,834

7,632

18,564

201,569

Included in current

11,726

3,601

15,327

Included in long-term

125,539

38,108

4,031

18,564

186,242

Unamortized fees

(847)

(14)

(861)

Due within 2 years

17,588

2,416

20,004

Due within 3 years

126,386

20,520

1,403

18,578

166,887

Due within 4 years

Due within 5 years

$

$

$

$

$

Interest rates as of March 31, 2026 (%):

10.00

9.90

11.00

10.15

Base rate (%)

6.75

6.75

10.25

10.25

Margin (%)

3.25

3.15

0.75

(0.10)

(2)

(3)

(4)

(5)

Interest rates as of June 30, 2025 (%):

10.54

10.44

11.50

11.70

Base rate (%)

7.29

7.29

10.75

10.75

Margin (%)

3.25

3.15

0.75

0.95

Footnote number

(2)

(3)

(4)

(6)

(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 (ZARONIA from April 1,

2026. 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 is 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 (ZARONIA from April 1, 2026)

from time to time plus an initial margin

of

3.15

% per annum until June 30, 2025. From July 1, 2025, the margin

on Facility B is 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

(5) Interest is charged at prime less

0.10

(6) Interest is charged at prime plus

0.95

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,

2026 and 2025, was $

2.3

$

4.2

million, respectively. Prepaid facility fees amortized

included in interest expense during the three months ended March 31, 2026

and 2025, respectively,

were $

0.1

0.1

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

caption interest expense

on the condensed consolidated statement of operations during the nine months ended March 31, 2026 and 2025, was $

9.8

$

4.2

Prepaid facility fees amortized included

in interest expense during the nine

and 2025, respectively,

were $

0.2

0.1

Movement in long-term borrowings (continued)

Interest expense incurred under the Company’s

South African long-term borrowings to fund its Consumer lending book (for the

three

months

ended

March

31,

and

under

the

CCC and

K2020

relates

to

utilized to fund a portion of the Company’s merchant finance loans receivable were $

1.5

0.4

million, respectively, and is

included in the caption cost of

goods sold, IT processing, servicing and support

on the condensed consolidated statement of operations

for the three months ended March 31, 2026 and 2025.

Interest expense incurred under the Company’s

South African long-term borrowings to fund its Consumer lending book (for the

and interest incurred

under the

Company’s CCC and K2020

facilities relates

to borrowings utilized

to fund a portion

of the Company’s merchant finance loans

receivable were $

4.8

0.4

million, respectively, and is included

in the caption cost of

goods sold, IT processing,

servicing and support on the

operations for the

nine months ended March 31, 2026 and 2025.

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

is included

in the

caption

repayment of

borrowings included on the Company’s unaudited

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

31, 2025.

Summarized below is the breakdown of other payables as of March

31, 2026, and June 30, 2025:

Vendor

wallet balances

$

24,407

$

19,529

Accruals

14,860

8,469

Clearing accounts

14,475

6,766

Provisions

8,532

8,497

Value

-added tax payable

(A)

7,727

6,347

Deferred consideration due to seller of Recharger

13,837

Payroll-related payables

2,264

1,931

Other

7,465

10,659

$

79,730

$

76,035

(A) Value-added

tax payable and the total of Other payables as of June 30, 2025, have each increased by $

4.0

of the correction discussed in Note 1.

Other includes deferred income, client deposits and other payables.

In December 2025,

the Company determined

that the liquidation

of CPS is at

an advanced stage

and released an

accrual raised

at the time of

deconsolidation. The release has

been included in the

caption “Other income” in

the consolidated statement of

for the nine months ended March 31, 2026.

Capital structure

Redeemable common stock issued pursuant to transaction with the IFC Investors

Refer to

Note 12

to the

its Annual

for

the year ended June 30, 2025, for additional information regarding its redeemable

common stock issued pursuant to transactions with

the IFC Investors.

During

the

three

and

nine

months

ended

March

31,

2026,

the

IFC

Investors,

IFC

African,

Latin

American

and

Caribbean Fund, LP

(“ALAC”), made numerous

filings on Form

4 Statement of

Beneficial Ownership with

the United States

and

Commission

that

ALAC

had

sold

an

aggregate

of

396,397

shares

of

the

common

stock

and

the

rights,

the

put

option

rights

related

to

these

396,397

shares,

expired.

The

Company

reclassified $

4.3

million related to these

396,397

shares sold from redeemable

common stock to additional

paid-in-capital during the

three and nine months ended March 31, 2026.

Capital structure (continued)

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

net of treasury

The following table presents a

reconciliation between the number of

shares, net of treasury, presented in the

consolidated statement of changes in equity during the nine months

and the number of

shares, net of treasury,

excluding non-vested equity shares that have not vested as of March 31, 2026 and 2025,

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

2,578,737

2,816,172

Number of shares, net of treasury,

excluding non-vested equity shares that have not

vested

80,667,486

78,462,728

Acquisition of Lesaka Hospitality non-controlling

interests

During

the

three

and

nine

months

ended

March

31,

2026,

the

Company

acquired

all

of

the

issued

share

capital

of

Lesaka

Hospitality (formerly

known as

GAAP Point

of Sale

Proprietary Limited)

(“Lesaka Hospitality”)

that it

did not

previously own

for

approximately $

7.0

million, which was settled

utilizing cash of

$

4.0

million and the

transfer of

662,714

shares of Lesaka’s

common

stock with a fair

value of $

3.0

million on closing on

March 6, 2026.

The

662,714

shares of the

Company’s common stock were sourced

from a pool of shares the Company purchased in October 2024 and December 2025, respectively, and the Company recognized a gain

in additional paid-in-capital of $

0.1

million related to the difference between the value on March 6, 2026, and the price paid per share

in October

2024 and

December 2025,

The acquisition

of the

non-controlling

interests was

accounted

for as

an equity

transaction with

a non-controlling

interest and

accordingly

no

gain or

loss was

in the

of

operations.

The

amount

of

the

non-controlling

was

to

reflect

the

change

in

ownership interest in Lesaka Hospitality. The difference between the fair value of the consideration paid and the amount by which the

non-controlling interest was adjusted, of $

0.4

million, was recognized in, and increased, total Lesaka equity.

below presents

ended

foreign

reserve

Total

Balance as of January 1, 2026

$

$

Movement in foreign currency translation reserve related to disposal of

(494)

(494)

(7,669)

(7,669)

$

$

below presents

component during

March 31, 2025:

March 31, 2025

foreign

reserve

Total

Balance as of January 1, 2025

(A)

$

$

(A)

6,086

6,086

(A)

$

$

Accumulated other comprehensive loss (continued)

(A) Accumulated other

comprehensive loss and

Total

as of January

1, 2025, have

each decreased by

$

0.2

of

the correction discussed in Note 1. Accumulated

other comprehensive loss and Total for the three months ended March

31, 2025, have

$

0.08

of the correction

1 to the

amount included in

the caption Movement

in

foreign currency translation reserve.

as of March 31, 2025, have

$

0.3

The

table below

in

during

the

nine

months

ended

foreign

reserve

Total

Balance as of July 1, 2025

(A)

$

$

Release of foreign currency translation reserve related to impairment of equity

-accounted

Release of foreign currency translation reserve related to liquidation of subsidiaries

(516)

(516)

(A)

9,121

9,121

(A)

$

$

(A) Accumulated other comprehensive loss and Total

as of July 1, 2025, have each decreased by $

0.04

million as a result of the

correction discussed

in Note

1. Accumulated

Total

for the

have

$

0.1

of the correction,

as discussed in Note

1, to the amount

included in the caption

Movement

in foreign

currency translation

reserve for

2025. Accumulated

Total as of March

31, 2026, have each increased by $

0.1

below

presents the

change

during

the

nine

March 31, 2025:

a

March 31, 2025

foreign

reserve

Total

Balance as of July 1, 2024

(A)

$

$

Movement in foreign currency translation reserve related to liquidation

of subsidiaries

(A)

(5,413)

(5,413)

(A)

$

$

(A) Accumulated other

comprehensive loss and

Total

as of July

1, 2024, have

$

0.1

of the

correction discussed

in Note

1. Accumulated

Total

for the

have

each decreased by

$

0.04

of the correction discussed

in Note 1 to

the amount included in

the caption Movement

in

foreign currency translation reserve.

as of March 31, 2025,

have each increased by

$

0.09

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.

Accumulated other comprehensive loss (continued)

During

the

three

months

ended

March

31,

2026,

the

Company

a

gain

of

$

0.5

million

from

other

comprehensive loss (accumulated foreign currency translation reserve) to

net loss related to the

liquidation of a subsidiary.

There were

no

reclassifications from accumulated other comprehensive loss to net loss during

the three months ended March 31, 2025.

During

the

nine

months

ended

March

31,

2026,

the

Company

losses

of

$

0.6

million

from

other

comprehensive loss (accumulated foreign

currency translation reserve) to

net loss related

to the impairment

on liquidation of an

equity-

accounted investment.

reclassified an

aggregate gain

of $

0.5

million

from accumulated other comprehensive loss (accumulated

foreign currency translation reserve) to net loss related to the

disposal of a

and

the liquidation

of a

subsidiary.

nine

months

ended

2025,

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.

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

for the

2025. On

September 2,

Board resolved

to request

the approval

of the

shareholders to increase the

number of shares

available for issuance under

the 2022 Plan by

3,000,000

. On December

8,

2025, the Company’s shareholders approved

the amendment.

Stock option and restricted stock activity

Options

The following table summarizes stock option activity for the nine months

ended March 31, 2026 and 2025:

shares

average

price

($)

average

term

value

($'000)

average

grant date

($)

Outstanding - June 30, 2025

8.71

3.55

1.20

Outstanding - March 31, 2026

8.71

2.55

1,107

1.20

Outstanding - June 30, 2024

4,918,248

8.70

4.51

1.77

Granted – December 2024

350,000

6.00

1.24

Granted – December 2024

250,000

8.00

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

No

stock options were awarded during the

three and nine months ended March

31, 2026. The Company awarded

400,000

stock

options

to

an

officer

during

the

three

months

ended

March

31,

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.

No

stock options were exercised or forfeited during the three and nine months ended March 31, 2026. During

the three and nine

March 31, 2025,

received $

0.06

$

0.1

million from the

exercise of

19,331

and

36,345

stock

options, respectively. Employees forfeited an aggregate of

13,333

stock options during each

of the three and

31, 2025.

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

-day volatility.

The estimated

expected life

of the

option was

determined based

on the

historical behavior

of employees

who were

granted options

with similar terms.

Options (continued)

The table below presents the range

of assumptions used to value stock options

granted during the nine months

2025:

Nine months

ended

Expected volatility

%

Expected dividends

%

Expected life (in years)

Risk-free rate

4.3

%

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, 2026

8.71

2.55

1,107

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, 2026:

shares

average

price

($)

average

term

value

Exercisable - March 31, 2026

866,904

3.99

2.95

1,107

No

stock options became exercisable during each of the three and nine

months ended March 31, 2026 and 2025. During each of

the three and nine months ended March

26,982

stock options 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, 2026 and 2025:

restricted stock

average grant

date fair value

Non-vested – June 30, 2025

2,169,900

7,833

Total granted

1,009,095

4,012

Granted – July 2025

3,772

Granted – August 2025

5,323

Granted – September 2025

200,000

Granted – October 2025

215,000

Granted – November 2025

160,000

Granted – November 2025, with performance conditions

245,000

Granted – February 2026

150,000

Granted – March 2026

30,000

Total vested

(238,845)

Vested

– August 2025

(10,933)

Vested

– October 2025

(33,333)

Vested

– November 2025

(120,434)

Vested

– December 2025

(52,479)

Vested

– February 2025

(21,666)

(361,413)

1,437

(103,545)

Forfeitures December 2022 award with market conditions

(257,868)

Non-vested – March 31, 2026

2,578,737

9,825

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

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

Restricted stock (continued)

Grants

In July,

August, September,

October and

November 2025,

and February

and March

2026, respectively,

granted

3,772

;

5,323

;

200,000

;

215,000

;

160,000

;

150,000

; and

30,000

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 November

Company awarded

245,000

restricted stock

to a

group comprising

employees and

which are

subject to a time-based vesting condition and a market condition and vest in full only on the date, if any, that the following conditions

are satisfied: (1) a compounded annual

% appreciation in the Company’s stock price off a base

price of $

4.31

over the measurement

period commencing on November 1, 2025

through October 31, 2028, and (2) the recipient

is employed by the Company on a full-time

basis through to October 31, 2028. 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 October 31, 2025, was $

4.30

.

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

2027,

the

30-day

volume

weighted-average

stock

price

(“VWAP”)

before

October

31,

is

approximately

1.15

4.96

or higher) than $

4.31

:

%;

●

Fiscal 2028, the Company’s

VWAP before

October 31, 2027 is

1.32

5.70

or higher) than $

4.31

:

%;

●

Fiscal 2029, the Company’s

VWAP before

October 31, 2028 is

1.52

6.55

) than $

4.31

:

%.

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

41.2

% for

the closing

price (of

$

4.35

), 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

August

2024,

October

and

January

2025,

the

Company

granted

32,800

,

100,000

and

65,000

shares

of

stock

to

which

have

time

-based

vesting

conditions

and

which

are

subject

to

the

employees’

continued

employment with the Company through the applicable vesting dates.

In November 2024, the

Company awarded

1,198,310

shares of restricted stock to

a group comprising employees

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 specified conditions

are satisfied.

had previously

agreed to

grant an

advisor

5,500

shares per

month in

lieu of cash

for ad

hoc consulting

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.

charge of

$

0.1

million and included

the issuance of

27,500

shares of common

stock in its

issued and outstanding

share count.

No

shares were

issued during the three months ended March 31, 2026. During the third quarter of fiscal 2026, the Company and the consultant agreed

that

49,500

shares of the Company’s common stock that were

previously issued would be forfeited and

a cash payment of $

0.2

million

was made in lieu of the forfeited shares.

Vesting

In August,

October,

November and

December 2025,

and in

January 2026,

an aggregate

of

238,845

stock

granted to employees vested. Certain employees elected for

79,133

shares to be withheld to satisfy the withholding tax liability on the

vesting of their shares. These

79,133

shares have been included in the Company’s

In July 2024,

78,801

shares of restricted

stock granted to Mr. Meyer, our

former Group CEO, vested.

In November 2024,

103,638

shares of restricted

stock with

performance conditions (share

price targets) vested

following the

achievement of the

agreed performance

condition. In November,

December 2024, February 2025 and March 2025,

an aggregate of

374,202

shares of restricted stock granted

to employees vested. Certain employees elected

for

137,809

shares to be withheld to

satisfy the withholding tax liability on

the vesting

of their shares. These

137,809

shares have been included in the Company’s

Restricted stock (continued)

During

the

three

and

nine

months

ended

March

31,

2026,

forfeited

80,080

and

103,545

shares

of

restricted stock following their

termination of employment with

the Company. During the nine months

2026,

257,868

stock were

forfeited by

executive officers

a former

Group CEO)

as the

market condition

(related to

share price performance) were not achieved.

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).

Stock-based compensation charge and unrecognized compensation

cost

charge, net,

and 2025,

of

$

1.3

2.5

which comprised:

Total

charge

Allocated to cost

of goods sold, IT

support

Allocated to

selling, general

and

Three months ended March 31, 2026

$

1,406

$

$

1,406

Stock compensation charge related to ESOP

Reversal of stock compensation charge related to restricted

(239)

(239)

Total - three months

ended March 31, 2026

$

1,334

$

$

1,334

$

2,531

$

$

2,531

Reversal of stock compensation charge related to restricted

(34)

(34)

Total - three months

ended March 31, 2025

$

2,497

$

$

2,497

The Company recorded a stock-based

compensation charge, net, during the nine

and 2025, of $

5.1

7.5

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, 2026

$

4,947

$

$

4,947

Stock compensation charge related to ESOP

Reversal of stock compensation charge related to

(302)

(302)

Total - nine months

ended March 31, 2026

$

5,140

$

$

5,140

$

7,563

$

$

7,563

Reversal of stock compensation charge related to

(45)

(45)

Total - nine months

ended March 31, 2025

$

7,518

$

$

7,518

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

related to the Recharger

acquisition are included

in the caption transaction

costs related to

Adumo, Recharger

and Bank Zero acquisitions and certain compensation costs included on the

unaudited condensed consolidated statement of operations

and nine months

2025. These stock-based charges

are classified as

cash settled awards

and were included

i

n other payables as of March 31, 2025.

As of March 31, 2026,

the total unrecognized compensation

cost related to stock options

was $

2.9

million, which the Company

expects to recognize over

two years

. As of March

31, 2026, the total

unrecognized compensation cost related to

restricted stock awards

was $

6.6

million, which the Company expects to recognize over

two years

.

During the three months ended March 31, 2026 and 2025, the Company recorded a deferred tax benefit of $

0.1

0.3

related

to the

charge

of Lesaka.

During

the

nine

months ended March 31, 2026 and

2025, the Company recorded a deferred

tax benefit of $

0.6

0.8

related

to

the

charge

related

to

of

Lesaka.

During

these

periods

the

Company

a

allowance

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.

Earnings (Loss)

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

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

months ended March 31, 2026 and 2025, except as described in

Note

11. Accordingly,

the two-class method

presented below does not

include the impact

of any redemption.

redeemable

common stock is

described in Note

14 to the

audited consolidated financial

statements included in

its Annual Report

on

Form 10-K for the year ended June 30, 2025.

Basic earnings (loss) 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 earnings (loss)

calculated using

the two-class

method and

basic earnings

(loss) per

share for

and

2025,

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

share excludes the net loss attributable

to shares of unvested

restricted stock (participating

non-vested restricted stock)

from the numerator

and excludes the dilutive

impact

of these unvested shares of restricted stock from the denominator.

Diluted earnings

(loss) per

share has

been

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 earnings (loss) per share utilizing the treasury stock

method and are not considered to be participating securities,

as the

stock options

do not

contain non-forfeitable

dividend rights.

has excluded

employee stock

options to

198,203

shares of common stock from the calculation of diluted

loss per share during the three months ended March 31,

2025 because

the

effect

would

be

antidilutive.

The

Company

has

excluded

employee

stock

options

to

151,424

and

206,068

shares

of

common stock from the calculation

of diluted loss per

share during the nine

and 2025 because the

effect

would be antidilutive.

The

calculation

of diluted

(loss)

includes the

dilutive

effect

of

a portion

of the

stock granted

to

employees as

these shares

of restricted

stock are

considered contingently

returnable shares

for the

purposes of

the diluted

(loss) per share calculation and the vesting conditions in respect of a portion

of the restricted stock had been satisfied.

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, 2025.

Earnings (Loss)

per share (continued)

The following table

presents net earnings

(loss) attributable to

Lesaka and the

share data used in

the basic and

diluted earnings

(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 earnings (loss) attributable to Lesaka

(A)

$

$

$

(461)

$

Undistributed Earnings (Loss)

(A)

(461)

Percent allocated to common shareholders

(Calculation 1)

97%

96%

97%

96%

Numerator for earnings (loss) per share: basic

and diluted

$

$

(21,546)

$

(446)

$

(57,507)

Denominator

Denominator for basic earnings (loss) per share:

Weighted-average

common shares outstanding

79,300

78,347

78,895

69,724

Effect of dilutive securities:

Stock options

Denominator for diluted earnings (loss)

per share: adjusted weighted average

common shares outstanding and assuming

conversion

79,479

78,347

78,895

69,724

Earnings (Loss) per share:

Basic

(A)

$

0.01

$

(0.28)

$

(0.01)

$

(0.82)

Diluted

(A)

$

0.01

$

(0.28)

$

(0.01)

$

(0.82)

(Calculation 1)

Basic weighted-average common shares

outstanding (A)

79,300

78,347

78,895

69,724

Basic weighted-average common shares

outstanding and unvested restricted shares

expected to vest (B)

81,845

81,282

81,464

72,333

Percent allocated to common shareholders

(A) / (B)

97%

96%

97%

96%

(A) Net loss attributable to

Lesaka and Undistributed

loss for the three and nine

months ended March 31, 2025,

have decreased

by $

0.3

$

0.9

as a

Note 1.

attributable to

Lesaka and

Undistributed loss for the nine months ended March 31,

2026, has decreased by $

0.4

million, as a result of the correction,

as discussed

in Note

1, to

the amount

the captions

attributable to

Lesaka and

Undistributed loss

for the

ended

September 30, 2025. The correction of the error did not impact Basic and Diluted loss per share for the three months ended March 31,

2025,

or the

Basic and Diluted

share for

each

0.01

(one U.S. cent).

Options to

6,493,683

at prices

ranging from

$

4.87

to $

14.00

were

outstanding during

2026, but

were not

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 purchase

5,143,500

common

stock at

prices ranging

from $

6.00

to $

14.00

were outstanding

during the three

and nine months

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. The options,

which expire at

v

arious dates through February 3, 2032, were still outstanding as of March 31, 2026.

Supplemental cash flow information

The following table presents supplemental cash flow disclosures for the three and nine months ended March 31, 2026 and 2025:

Cash received from interest

$

$

$

1,646

$

1,938

Cash paid for interest

$

5,856

$

2,809

$

17,785

$

10,322

Cash paid for income taxes

$

$

$

5,660

$

3,713

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

debt facilities

to fund

ATMs.

This facility

was cancelled

in

November 2024.

was only permitted

to use this

cash to

fund ATMs

and this cash

was considered

restricted as

to use

and therefore was classified

as restricted cash.

Cash, cash equivalents

and restricted cash also

includes cash in certain

bank accounts

that has been

ceded to Nedbank.

As this cash has

been pledged and

ceded it may

not be drawn

and is considered

restricted as to

use

and

therefore is

classified as

cash as

well. The

table presents

the disaggregation

of cash,

cash equivalents

and

restricted cash as of March 31, 2026 and 2025, and June 30, 2025:

June 30, 2025

$

90,573

$

71,008

$

76,520

Restricted cash

Cash, cash equivalents and restricted cash

$

90,697

$

71,123

$

76,639

Leases

The following table presents supplemental

cash flow disclosure related to leases

for the three and nine months

2026 and 2025:

Cash paid for amounts included in the measurement of

lease liabilities

Operating cash flows from operating leases

$

1,508

$

1,256

$

4,334

$

3,472

Right-of-use assets obtained in exchange for lease

obligations

Operating leases

$

$

2,411

$

4,529

$

3,629

Revenue recognition

Disaggregation of revenue

The

table

the

revenue

by

major

revenue

a

to

reportable segments for the three months ended March 31, 2026:

Total

$

37,406

$

10,670

$

11,298

$

59,374

35,574

10,670

11,298

57,542

1,832

1,832

5,968

1,439

7,452

5,906

1,439

7,390

79,508

5,224

84,787

70,972

5,224

76,251

8,536

8,536

2,432

2,432

Other

1,093

1,827

1,601

123,975

13,441

18,456

155,872

113,319

13,441

18,456

145,216

10,656

10,656

8,339

8,339

2,297

7,491

9,788

9,052

9,052

revenue

2,297

24,882

27,179

Revenue

$

126,272

$

38,323

$

18,456

$

183,051

The

table

the

revenue

by

major

revenue

a

to

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

Total

$

32,553

$

7,583

$

6,581

$

46,717

30,795

7,583

6,581

44,959

1,758

1,758

5,863

6,863

5,790

6,790

87,010

1,556

88,592

80,340

1,556

81,922

6,670

6,670

1,791

1,791

Other

1,877

1,823

126,424

10,279

9,137

145,840

117,869

10,279

9,137

137,285

8,555

8,555

8,143

8,143

1,793

2,297

5,170

5,170

revenue

1,793

13,817

15,610

Revenue

$

128,217

$

24,096

$

9,137

$

161,450

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, 2026:

Total

$

109,420

$

30,093

$

34,899

$

174,412

103,440

30,093

34,899

168,432

5,980

5,980

21,128

3,256

24,594

20,919

3,256

24,385

243,584

8,551

252,273

219,003

8,551

227,692

24,581

24,581

6,850

6,850

Other

2,907

4,459

2,358

3,910

377,039

38,060

47,489

462,588

345,720

38,060

47,489

431,269

31,319

31,319

22,362

22,362

6,688

17,728

24,416

23,867

23,867

revenue

6,688

63,957

70,645

Revenue

$

383,727

$

102,017

$

47,489

$

533,233

The

table

the

revenue

by

major

revenue

a

to

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

Total

$

92,715

$

22,975

$

18,918

$

134,608

87,292

22,975

18,918

129,185

5,423

5,423

15,829

3,449

19,374

15,619

3,449

19,164

279,076

4,794

283,936

259,747

4,794

264,607

19,329

19,329

5,255

5,255

Other

3,197

2,228

5,505

3,029

2,228

5,337

390,817

30,620

27,241

448,678

365,687

30,620

27,241

423,548

25,130

25,130

22,475

22,475

5,079

5,703

14,378

14,378

revenue

5,079

37,477

42,556

Revenue

$

395,896

$

68,097

$

27,241

$

491,234

Leases

The

Company

has

entered

into leasing

classified

as operating

leases under

guidance.

These leasing

relate

to

the

lease

of

its

corporate

head

office

and

sales

and

offices

of

its

and

Enterprise businesses. The Company’s 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

lease expense during

31, 2026 and

2025 was $

1.5

$

1.3

million, respectively. The Company’s

operating lease expense during the nine months ended March 31, 2026 and 2025

was $

4.3

3.5

The

Company

has

also

entered

into

leasing

arrangements,

for

the

lease

of

branch

locations

and

other

locations,

to operate its consumer

business in South Africa.

short-term lease expense during

the three months ended

March 31, 2026 and 2025,

was $

0.6

1.1

short-term lease expense during

months ended March 31, 2026 and 2025, was $

1.4

3.4

In December

through Lesaka

SA, entered

into a

leasing arrangement

for

a new

corporate head

office

in

Rosebank, Gauteng,

with Oxford

Parks Proprietary

Limited, a

limited liability

private company

incorporated in

South

Africa. The lease

commences on July 1,

2026 and is

for a period

of

10 years

with

two

renewal options of

each. The Company

has secured

beneficial occupation

from April

1, 2026,

and is required

to deliver

a bank

guarantee or

cash of

$

0.4

7.5

million, translated at exchange rates applicable as of March 31,

2026). The Company expects to pay an annual basic lease expense of

$

1.5

25.1

million, translated at exchange rates applicable as of March 31, 2026), which increases

by

6.25

% per annum.

The Company has

not recorded an

operating lease right

-of-use (“ROU”) asset

or a operating

lease liability related

to this lease

in its

consolidated balance

sheet as

of March

because the

Company determined

it did

not have

beneficial

occupation as of March 31, 2026.

determined that its

existing operating

lease arrangements

for its corporate

head office

and certain

related leased

facilities will

no longer

be utilized

as originally

intended as

of the

new lease

arrangement

and the

planned transition

of its

corporate head office and

other operating activities

to the new

premises. Accordingly, the Company identified

indicators of impairment

for the related ROU assets and certain items of property,

plant and equipment.

The Company evaluated the impacted ROU assets for impairment. The asset

groups consisted of operating lease ROU assets and

related

leasehold

associated

with

the

locations

as

well

as

certain

items

of

plant

and

equipment,

including furniture

and office

equipment. The

recoverability test

indicated that

amounts of

these asset

groups were

not

recoverable, as the undiscounted future cash flows were insufficient

to recover their carrying values.

The Company measured

these operating lease

ROU assets and

related leasehold improvements

at fair value

on a non-recurring

basis during the three and nine months ended March 31, 2026, as a result of impairment. These fair value measurements are classified

within Level

3 of

value hierarchy.

Fair value

was estimated

using a

discounted cash

flow methodology,

which incorporates

significant unobservable inputs, including

assumptions related to remaining

lease terms, expected sublease income

and market rental

rates.

As a

result, the

Company recorded

charge of

$

1.5

million during

2026,

representing

the

excess

of

the

amount

of

the

ROU

assets

and

related

leasehold

over

their

estimated fair value. The impairment charge is included in the

caption impairment loss (refer to Note 7) in the

operations for

2026. The

impairment did

not impact

the related

lease liabilities.

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, 2026 and June 30, 2025:

Right of use assets obtained in exchange for lease obligations:

Weighted average

remaining lease term (years)

2.49

2.84

Weighted average

discount rate (percent)

8.8

9.8

Leases (continued)

The maturities of the Company’s

operating lease liabilities as of March 31, 2026, are presented below:

Maturities of operating lease liabilities

Year

ended June 30,

2026 (excluding nine months to March 31, 2026)

$

1,580

4,453

3,055

1,590

Thereafter

Total undiscounted

operating lease liabilities

11,683

Less imputed interest

1,442

Total operating lease liabilities,

10,241

Operating lease liability - current

4,353

Operating lease liability - long-term

$

5,888

The Company discloses segment information as reflected in the management

information systems reports that its chief operating

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

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

Note 21 to

its Annual Report

on Form 10-K

for the year

ended

chief operating decision maker

(“CODM”) is the Company’s

Executive Chairman. The

Company currently has

three

reportable segments: Merchant, Consumer and Enterprise. The CODM analyzes

the Company’s operating performance primarily

based on these 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.

Types of products

and services from which each segment derives its revenues

The

segment

revenue

from

the

sale

of

Alternative

Digital

Products

(“ADP”)

(select

prepaid

solutions, supplier-enabled payments, international

money transfer and

other) and card-acquiring services

to informal sector

merchants.

It also includes activities related to the provision of goods and

services provided to corporate and other juristic entities. The

Company

earns fees

from

processing activities

performed

(including card

acquiring

and

the provision

of a

payment

gateway

services) for

its

customers, and rental and

license fees from the provision

of point of sales (“POS”)

hardware and software

to the hospitality industry.

The Company also provides cash management and payment services to merchant customers through a digital vault

which is located at

the customer’s

premises and through

which the Company

is able to

provide the services

which generate

processing fee revenue.

The

Merchant segment includes interest earned from the provision of loans to

its customers, refer to Note 16.

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’

customers

utilizing

its

ATM

(until

June

30,

or

POS. The

Company

provides

loans

to

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

2025,

refer to

Note 16.

writes life

insurance contracts,

funeral-benefit

policies, and

policy holders

pay the

Company a monthly

insurance premium. The

Company also earns

fees from the

provision of physical

and digital prepaid

and secure

p

ayout 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

transaction data.

offers

landlords access

to Recharger

’s

prepaid electricity

metering

solution through

which Enterprise

earns commission

revenue

from prepaid

electricity 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.

Segment measure of profit or loss

The

Company

segment

based

on

segment

before

tax,

and

for

items

mentioned

in

the

sentences

below

(“Segment

EBITDA”),

the

reportable

segments’ measure of profit or loss.

The Company obtained

a general

lending facility in

February 2025, which

partially used to

fund a

portion of

its Consumer

lending

during

the

three

and

nine

months

ended

March

31,

2026,

and

related

to

these

have

been

allocated

to

Consumer.

also included

an intercompany

in its

Consumer Segment

for the

three

and nine months ended March 31, 2025.

The Company does not allocate once-off items, stock-based compensation charges, depreciation and amortization, impairment of

goodwill or other intangible

assets, other items (including

gains or losses on

disposal of investments, fair

value adjustments

to equity

securities), interest

income, certain

interest expense,

income tax

expense or

loss from

equity-accounted investments

to its reportable

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

to managing

the US-listed

entity; expenditures

related

to compliance

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, including costs related to acquisitions and

transactions consummated or ultimately not pursued.

(loss)

gain

for

foreign

mark-to-market

on

certain

intercompany

accounts.

the

intercompany

expense

in

the

Segment

EBITDA

during fiscal 2025.

The Stock-based compensation

adjustments reflect stock-based

compensation expense

and are excluded

calculation

of

Segment

EBITDA

and

are

as

reconciling

items

to

reconcile

the

reportable

Segment Adjusted EBITDA to the Company’s

loss before income tax expense.

Our CODM does

not review the

components of segment selling,

general and administration

expenses and is

presented with reports

which include revenue, net revenue (a non-GAAP measure) and Segment Adjusted

EBITDA.

presents the reconciliation

of revenue from

external customers

to the reportable

segment’s revenue,

expenditures, the Company’s reportable segment’s measure of

profit or loss,

and certain other

segment information for

is as follows:

Three months ended March 31, 2026

Total

$

126,272

$

38,323

$

18,456

$

183,051

1,328

(z)

127,078

38,323

18,978

184,379

(y)

99,480

12,629

13,143

125,252

(1)(2)

18,370

12,679

3,710

34,759

$

9,228

$

13,015

$

2,125

$

24,368

Total

$

3,613

$

$

$

6,043

$

10,543

$

3,764

$

$

$

$

4,603

Total

$

128,217

$

24,096

$

9,137

$

161,450

(z)

128,781

24,096

9,444

162,321

(y)(A)

104,869

8,373

9,702

122,944

(A)(1)(3)

16,012

9,390

(391)

25,011

(A)

$

7,900

$

6,333

$

$

14,366

$

1,793

$

1,400

$

$

3,193

$

$

$

$

1,309

Total

$

3,111

$

$

$

4,974

$

8,429

$

3,862

$

$

$

$

4,490

(A) Cost of goods

sold, IT processing, servicing

and support and Selling,

general and administration for

Merchant and Total

for

2025 have each

$

0.2

0.05

million, respectively, as a

result of the

correction

in

Note

Segment

EBITDA

for

and

Total

for

the

three

months

ended

March

31,

have

each

0.2

(1)

general

and

human

capital-related

base

salary

and

bonus),

IT-related

software licenses,

hardware

maintenance,

hosting,

and communication

expenses), professional

fees (including

audit, legal,

consulting and

other fees),

lease and

utilities expenses,

the allowance

other operating

expenses.

(2) Segment

2026, includes retrenchment

costs for Merchant

of $

0.3

5.0

million), Consumer of $

0.02

0.3

million) and Enterprise of $

0.1

1.1

(3) Segment Adjusted

EBITDA for the

three months ended

March 31, 2025,

includes retrenchment and

reorganization costs for

M

erchant of $

0.7

12.9

million) and Enterprise of $

0.3

5.4

presents the reconciliation

of revenue from

external customers

to the reportable

segment’s

revenue, significant

expenditures, the Company’s reportable segment’s measure of

profit or loss,

and certain other

segment information for

is as follows:

Nine months ended March 31, 2026

Total

$

383,727

$

102,017

$

47,489

$

533,233

2,220

1,138

3,358

(z)

385,947

102,017

48,627

536,591

(y)(A)

300,541

33,599

34,456

368,596

(A)(1)(2)

57,294

37,600

9,354

104,248

(A)

$

28,112

$

30,818

$

4,817

$

63,747

$

4,584

$

12,405

$

$

16,989

$

$

2,367

$

$

3,339

Total

$

10,666

$

1,394

$

$

24,658

$

37,005

$

12,237

$

$

1,927

$

$

14,652

Total

$

395,896

$

68,097

$

27,241

$

491,234

1,746

3,018

4,764

(z)

397,642

68,097

30,259

495,998

(y)(A)

324,109

25,910

24,050

374,069

(A)(1)(3)

48,214

27,116

5,745

81,075

(A)

$

25,319

$

15,071

$

$

40,854

$

5,079

$

1,520

$

$

6,599

$

1,185

$

2,478

$

$

3,663

Total

$

8,365

$

$

$

13,588

$

22,928

$

13,647

$

$

$

$

15,374

(A) Cost of goods sold, IT processing, servicing and support and

Selling, general and administration for Merchant and Total

for

the nine months ended March 31, 2025 have each increased

by $

0.5

0.2

million, respectively, as a result of the correction

in

Note

Segment

EBITDA

for

and

Total

for

the

nine

months

ended

March

31,

have

each

0.7

Cost of goods sold, IT

processing, servicing and support and

for Merchant and Total

for the

nine months ended March 31, 2026

have each increased by $

0.2

0.06

as a result of the correction,

as discussed in

Note 1, to

the amount included

in the captions

Cost of goods

sold, IT processing,

support and Selling,

general and

administration for the

three months ended

Segment Adjusted EBITDA

for Merchant

for

the nine months ended March 31, 2026 have each decreased by $

0.2

million as a result of the correction, as discussed in Note 1, to the

amount included in the caption Segment Adjusted EBITDA for

the three months ended September 30, 2025.

general

and

human

capital-related

base

salary

and

bonus),

IT-related

software

licenses,

hardware

maintenance,

hosting,

and

communication

expenses),

professional

fees

audit, legal,

consulting and

other fees),

lease and

utilities expenses,

the allowance

other operating

expenses.

(2) Segment

for the

$

0.7

12.4

million), Consumer of $

0.2

2.9

million), and Enterprise of $

0.03

0.3

(3) Segment

for the nine

and reorganization

$

0.7

12.9

million), Consumer of

$

0.1

1.5

million) and Enterprise

of $

0.3

5.6

The reconciliation of the reportable segments’ measures of profit or loss to income (loss) before income tax expense for the three

and nine months ended March 31, 2026 and 2025, is as follows:

Reportable segments' measure of profit or loss

(A)

$

24,368

$

14,366

$

63,747

$

40,854

Operating loss: Group costs

(3,756)

(1,772)

(10,263)

(7,541)

Once-off costs

(2,553)

(2,306)

(3,067)

(4,599)

Interest adjustment

2,478

Unrealized (Loss) Gain FV for currency adjustments

(181)

(102)

Stock-based compensation charge adjustments

(1,334)

(2,497)

(5,140)

(7,518)

(10,543)

(8,429)

(37,005)

(22,928)

Loss on disposal of equity-accounted investments

(584)

(161)

(1)

(1,916)

(1,916)

(378)

2,593

3,883

(730)

1,500

1,500

1,154

2,201

1,952

(A)

(4,477)

(5,869)

(14,081)

(17,251)

Income (Loss) before income tax expense

(A)

$

1,884

$

$

1,154

$

(A) Reportable segments’ measure of profit or loss for the three and nine months ended

March 31, 2025, have decreased by $

0.2

0.7

million, respectively, as a result of the correction discussed in Note 1. Interest expense

for the three and nine months

ended March 31, 2025, have

increased by $

0.09

0.3

as a result of the correction discussed

in Note

Net

loss

before

taxes

for

the

three

and

nine

months

ended

March

31,

2025,

have

decreased

by

$

0.9

million

and

$

0.9

respectively, as a result of

the correction discussed in Note 1.

Reportable

measure

of

profit

or

loss

and

net

loss

before

taxes

for

the

nine

months

ended

March

31,

2026,

have

0.2

0.4

million, as a result of the correction, as discussed in Note 1, to the

amount included in the captions

Reportable

measure of

profit

or loss

and

net loss

before

taxes for

March 31, 2026, has

increased by $

0.1

million, as a result

of the correction,

as discussed in Note

1, to the amount included in the caption Interest expense for the three

months ended September 30, 2025.

(1) Impairment loss excludes an amount of $

0.7

million which is included in the caption Once-off costs related to the exit of the

ATM

business.

The segment

information as

reviewed by

the chief operating

decision maker

does not include

a measure of

segment assets per

segment as all of

the significant assets are

used in the operations

of all, rather than

any one, of the

segments. The Company does

not

have dedicated assets

assigned to a

particular operating segment.

Accordingly,

it is not meaningful

to attempt an arbitrary

and segment asset allocation is therefore not presented.

Income tax

Income tax in interim periods

For the purposes of interim

financial reporting, the Company

determines the appropriate income

tax provision by first applying

the effective

expected to

be applicable

for the

full fiscal

year to

ordinary income.

This amount

is then

the tax

effect

of

unusual

items,

for

instance,

changes

in

tax

law,

allowances

and

non-deductible