LESAKA TECHNOLOGIES INC

Notes to the

months

30, 2026 and

(All amounts

in

tables stated

in

thousands

or thousands

of U.S. dollars,

unless

otherwise stated)

Interim

The

include

all

majority-owned

over

which

exercises

control

and have

been prepared

with

U.S.

accepted

principles (“U.S.

GAAP”) and

the rules and regulations

of the United States Securities and

Exchange Commission

for Quarterly

Reports

on Form

10-Q

and include

all of

the information

and disclosures

for interim

The results

for the

30,

2025,

are

not necessarily

indicative

of the

results

for the

full year.

that the disclosures

are adequate

to make

the information

not misleading.

These

should

be

read

in

conjunction

with

the

policies and

notes

thereto

in the Company’s

Annual

Report

on Form

10-K

for the

fiscal

year

ended

June

30,

In

the

opinion

of

management,

the

reflect all

(consisting

only of normal

adjustments),

necessary for

a fai

r

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

Understatement

of cost

due to incorrect

claim of

taxes

Subsequent

to the

issuance

of the

Quarterly

Report

on Form

10-Q

for the

ended

30,

2025,

it determined

that

certain

taxes

had

not

been accounted

for

correctly

in

its consolidated

balance

sheet,

of operations,

of comprehensive

loss, consolidated

of changes

in

equity,

of

cash

flows

and

related

notes

to

the

in

filed Annual Reports

and Quarterly

Reports

on Form 10-Q

since June 30,

2022, and these

filings were

incorrect.

Refer to Note

1 to the Company’s

for the fiscal

June 30, 2026 for

information.

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

Misstatements

when

Quantifying

Misstatements

in the

Current

Year

Statements.”

Based

on this

assessment,

the

Company

has

concluded

that

issued

were

not

misstated

based

upon

overall

considerations

of both quantitative

and qualitative

factors.

The

Company

has

the

impact

of

the

for

the

three

months

ended

30,

2025,

in

the

for the

three

months

ended

in this

filing.

The

impact

revisions

has

cost

of

goods

sold,

IT

and

support,

general

and

expense

and

and

all

subtotals

from

income

to net

income

(loss)

to

Lesaka

for the affected

periods.

Revision

of Previously

Issued

Understatement

of

cost

of

goods

sold,

IT

and

support

due

to

incorrect

claim

of

taxes

The

Company

has

revised

the

of

changes

in

equity

as

of

June

30,

The

comparative

balance sheet

2026, reflects

the correct

treatment.

The tables

below

present

the impact

of the

revisions

to specific

to the

of

and cash flow

for the periods

identified.

30,

As

(in thousands,

except

per share data)

Cost

sold,

IT

$

118,440

$

$

118,623

and administration,

exclusive

of depreciation

39,637

39,700

expense

4,898

5,013

Basic

$

(0.05)

$

$

(0.05)

Diluted

$

(0.05)

$

$

(0.05)

of comprehensive

30,

As

(in thousands)

$

(4,414)

$

(361)

$

(4,775)

reserve

6,842

(119)

6,723

Total

other

income,

net of

taxes

7,392

(119)

7,273

income (loss)

2,978

(480)

2,498

income (loss)

attributed

$

2,905

$

(480)

$

2,425

of cash

flows

As reported

(in thousands)

$

(4,414)

$

(361)

$

(4,775)

(decrease)

in accounts

payable and

other payables

$

(594)

$

$

(233)

Recent

adopted

In July 2025, the FASB issued guidance

Financial Instruments-Credit

Losses (Topic

326. Measurement

of Credit

Losses for Accounts

Receivable

and Contract

Assets

which

amends current

guidance to

provide

a practical

expedient (for

all

entities)

and

an

policy

election

(for

all

entities,

other

than

public

entities,

that

elect

the

practical

expedient)

related

to the

estimation

of expected

credit

losses

for

current

and

current

contract

assets

that

arise

from

accounted

for

under

Revenue

From

Contracts

With

Customers

(Topic

606).

This

is

effective for

beginning July

and interim

periods during

that fiscal

year.

adopted

the guidance

from the effective

date and elected

the practical

expedient.

Recent

not yet adopted

In

November

2024,

the

FASB

issued

Income

Statement—Reporting

Income—

Expense

Disclosures

220-40)

which

of

income

for public

entities. The

does

not change

the expense

an entity

on the face

of

the income

statement;

rather,

it requires

disaggregation

expense

into specified

categories

in disclosures

within

the

footnotes

to

the

This

is

for

the

Company

July

1,

Early

adoption is permitted.

The Company is currently

assessing

the impact of this guidance

On September

18, 2025,

the FASB

issued guidance

Intangibles—Goodwill

and Other

—

Internal-Use

350-40)

which

amends

certain

aspects

of

the

for

and

of

costs

under

ASC

350-

40. The

new

makes

targeted

improvements

to

but

does

not

fully

align

the

for

for internally

developed

costs

subject

to ASC

350-40

applied to

to

be

sold

or

marketed

externally

that

is

subject

to

Costs

of

to

Be

Sold,

Leased,

or

Marketed

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

ASC

350-50)

and

relocate

that

guidance,

along

with

the

recognition

for

development

costs

specific

to websites,

to ASC

350-40.

This

is effective

for the

Company

July

1,

2028,

and

interim

periods

during

that

fiscal

year.

Early

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

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.

is currently

assessing the

impact of this

On December

8, 2025,

the FASB

issued

Interim

Reporting

(Topic

which

is intended

to improve

the navigability

of the guidance

in ASC 270 and clarify

when it applies.

Under the amendments,

an entity is subject

to ASC 27

if

it provides

“interim

and notes

with GAAP.”

The updated

also

addresses

the

form

and

content

of

such

adds

lists

to

ASC

of

the

interim

by

all

other

Codification

topics, and

establishes

a principle

under which

an entity must

“disclose

events since

the end of

the last

annual

period that have

a material

impact on the

entity.”

As the

FASB stated

in the proposed

guidance and

reiterates

in th

e

ASU, the

amendments

are

not intended

to “change

the fundamental

nature

of interim

or expand

or reduce

current

interim

requirements.”

This

is

for

July

1, 2028,

and

interim

periods during

that fiscal

year.

Early adoption

is permitted.

Entities may

apply the

prospectively

or retrospectively.

is currently

assessing

the impact of

this guidance

Acquisition

s

and Dispositions

Refer to Note

3 to the Company’s

on Form 10-

K

for the

year

30,

2026,

the

during fiscal

and

the proposed

of Bank

Zero Mutual

Bank (“Bank

Zero”)

which transaction

remains conditional.

2027 Proposed

of Bank Zero

On June

26, 2025,

Lesaka

SA entered

into a

(the “Transaction

Agreement”)

with

Zero

Limited

(“Zero

Research”),

Bank

Zero

Mutual

Bank

(“Bank

Zero”),

and

other

parties identified

in Annexure

A to the Transaction

Agreement (being

all of the shareholders

of Bank Zero save

for

Zero

and

Naught

Ltd,

the

“Bank

Zero

Sellers”),

the

parties

listed

in

Annexure

B

to

the

Agreement (being

all of the

of Zero

save for

Naught

Ltd, the “Zero

Sellers”)

and Naught

Ltd. All amounts

below

at the closing

rate

of $1: ZAR

17.76

as of June 30, 2025.

The purchase

payable by Lesaka

SA in exchange

for the relevant

shares

in Bank Zero

and the subscription

payable by

Lesaka

SA in exchange

the subscription

shares will

be settled

through a

combination

of delivery

of

Lesaka shares

of common stock and up to ZAR

91.0

5.1

million) in cash. Zero Research

will apply the cash and Lesaka

shares

by it

to settle

due to

the Zero

Sellers.

Following

of

each of these

steps, and

subject

to the below

adjustment,

the Bank

Zero Sellers,

Zero

Sellers and

Naught

Ltd will

own approximately

11.6

%

of Lesaka's

fully diluted

shares at

the time of

completion of

the proposed

transaction.

The

allows

a

mechanism

(in

certain

circumstances)

to which

the

Bank

Zero

Sellers and

the Zero

Sellers may

acquire

fewer shares

in Lesaka

and a

larger cash

consideration.

The

customary

interim

period

undertakings

which

each

of

Zero

and

Bank

Zero,

among

other

things

(i)

to

conduct

their

in

the

ordinary

course

during

the

period

between

the

execution

of

the

and

the

closing

of

the

contemplated

thereby,

and (ii) not to engage

in certain kinds of

transactions during

such period.

The Transaction

is subject

to the fulfilment

precedent. The

Agreement will

lapse if all

of the

precedent

are not met

or not waived

by January 31,

2027 (or

such later

date as

may be agreed).

and Lesaka

SA have agreed

to implement

a long-term

incentive

of the

transaction,

under which such

a number of

Lesaka's

shares of common

stock as

is equal

to (i) ZAR

70.0

million

($

3.9

divided

by an

agreed

value

(as defined

in the

Agreement)

(the “Retention

LTIP

Shares”)

and (ii)

ZAR

30.0

million

($

1.7

divided

by

such

agreed

value

(the

“Performance

LTIP

Shares”)

will

be

awarded

to

certain

employees of Bank Zero.

The Retention LTIP

Shares will be subject

to time vesting conditions

and the Performance

LTIP Shares

will

be

subject

to

time

and

certain

performance-based

vesting

The

terms

of the

incentive

plan

are

to be considered,

and if

necessary approved,

by Lesaka's

remuneration

committee.

of $

0.1

$

0.1

million during

30,

and

2025,

related

to

the

proposed

of

Bank

Zero.

The

accruals

in Note

of as

includes an

accrual

of transaction

related

of $

0.4

million

and

expects

to incur

further transaction

costs of $

0.2

million during

the 2027

fiscal year.

costs

below

presents transaction

costs

related

to the acquisition

of Utilities,

and the proposed

of Bank

Zero expensed

ended

30,

costs

$

$

Utilities transaction

costs

Total

$

$

net and

net

net and

The

net,

and

other

as of

30,

2026,

and

June

30,

2026,

are

in the table

below:

30,

trade,

net

$

20,846

$

19,329

trade,

gross

24,487

22,536

3,641

3,207

3,207

1,753

Reversed

(185)

(388)

Charged

2,109

(159)

(526)

Deconsolidation

(4)

Foreign

(5)

Amount due

from VantagePay

2,010

2,010

Other receivables

28,261

22,426

Total

net and other

$

51,117

$

43,765

Trade

include

amounts due

from customers

which generally

have a very

life from date

of invoice

or

service

to

settlement.

The

duration

is

less

than

a

year

in

all

cases

and

less

than

days

in

many

instances.

The short-term

nature of these exposures

often results in balances

at month-end

disproportionately

small

to the

total

invoiced

amounts.

The month-end

are

more

volatile

than

the

monthly

invoice

amounts

because

they are

affected

by operational

timing

issues

and the

fact that

a balance

is outstanding

at

month-end

is

not necessarily

an indication

of increased

risk but

rather a

matter of operational

timing.

Other receivables

include prepayments,

deposits,

income taxes

receivable and

other receivables.

net and

Finance

net

finance

loans

net,

as of

and

June

30,

2026,

in

the table

below:

30,

loans

net

$

90,941

$

80,584

loans

gross

96,234

85,265

finance

loans

5,293

4,681

4,681

3,648

Charged

2,793

7,261

(2,177)

(6,600)

Foreign

(4)

finance

net

24,449

23,226

finance

gross

30,284

28,664

finance

loans

5,835

5,438

5,438

1,596

Reversed

(105)

(117)

Charged

1,237

3,931

(734)

(459)

Foreign

(1)

Total

finance

loans

net

$

115,390

$

103,810

Total

finance

loans

net, comprises

finance loans

receivable related

in

South

Africa

as

well

as

its

finance

loans

related

to

the

Merchant’s

lending

in

South

Africa.

Certain

finance

loans

with

an

balance

of

$

23.7

million

as

of

2026 have

been pledged

as security

for the Company’s

revolving

credit facility

(refer

to Note 9).

Allowance

losses

finance

is related to the Company’s

Consumer operations

in South Africa whereby it provides

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

seven months

.

The Company analyses

this lending book

as a single portfolio

because the

loans

have

similar

characteristics

and

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.

has

operated

this

lending

book

for more

than

five years

and

uses

default

over

the

lifetime of loans

in order to develop

an expected loss rate

for the lending

book. The allowance

for credit losses

related to these

finance

loans

is

by

multiplying

the

loss

rate

with

the

month

end

lending

book.

Default

is

defined

as

loans

in

days

in

arrears

or

greater

and

is

driven

by

missed

or

disrupted

payments, as a

result of non-receipt

of social grant

income and broader

affordability pressures.

Loss outcomes

are

further

influenced

by

limited

post-default

recoveries.

The

Company

to

undertake

activity

for

up

to

six

months

post

write-off,

during

this

period

are

minimal.

After

six months,

collection

activity

ceases

and

are considered

negligible.

The expected

loss rate

as of each of June

was

5.5

%. The performing

(that

is, outstanding

loan payments

not in arrears)

of the

book

exceeds

more than

% of the

as of June

net and

Finance

Allowance

losses (continued)

finance loans

finance

loans

is

related

to

the

lending

in

South

Africa

whereby

it

loans

to qualifying

Loans to customers

have a tenor

of up to

twelve months

,

with

the majority

of loans

originated

having

a tenor

of approximately

ten months

.

analyses

this lending

book

as a

single portfolio

because

the loans

have similar

characteristics

and management

uses

similar processes

to

monitor

and

assess

the credit

risk

of the

lending

book,

except

for

loans

in

the

Lesaka

Fuel

Limited

finance

portfolio,

which

is

in run-off

and

assessed

individually.

Refer

to

Note

related

to the

Company

risk management

process

related

to these receivables.

The

Company

uses

default

over

the

lifetime

of

loans

thus

far

in

order

to

develop

an

loss

rate

for

the

lending

book.

A

loan

is classified

as

being

in default

where

a

client

has

missed

seven

or

more

instalments,

at

which

point

a

specific allowance

for

capital

and

accrued

is raised

based

on the

loan’s

collection

status,

as

below.

Upon

default,

the

Company

commences

the

use

of

external debt

collectors,

asset attachment

Sheriff of the

High Court, and

judgements

against clients

in both thei

r

personal and entity capacities.

An account is written off when management

concludes that there

is no reasonable expectation

of recovery,

which

may be before

legal

are concluded.

Any subsequent

are

when

received.

The allowance

losses

related

finance

loans

as

the sum

of (i)

the

expected loss rate

applied to the performing

lending book, (ii) specific

allowances on loans

in payment relief,

under a payme

nt

or in legal

recovery,

at loss

rates that

increase with

the severity

of the status,

and (iii) management

where the

model does

not fully

reflect current

The expected

loss rate

as of each

of June 30,

was approximately

3.21

%, and the

loss rates

applied to loans

in payment relief,

under

a payment

and

in legal recovery

were approximately

%,

% and

%, respectively.

The

performing

(that

is,

loan

not

in arrears),

under-performing

(that

is,

loan payments

that are in arrears)

and non-performing

(that is, outstanding

loans for which payments

appeared

to have ceased)

of the

and June

was as follows:

30,

Performing

%

%

Under-performing

%

%

Non-performing

%

%

%

%

Inventory

inventory

comprised

categories

2026:

30,

Raw materials

$

2,123

$

2,378

Work-in-progress

Finished

goods

21,280

17,531

$

24,017

$

20,113

Initial

recognition

and measurement

are

when the

Company

becomes a

party

to the transaction.

Initial measurements

are

at cost,

which includes

costs.

Risk management

The

Company

manages

its

exposure

to

exchange,

translation,

rate,

credit,

microlending

credit

and

equity price

and liquidity

risks as discussed

below.

Currency

risk

is

subject

to currency

risk because

it purchases

components

for

its vaults,

Company

assembles,

and inventories

that it

is required

to settle

currencies,

the euro,

renminbi,

and U.S.

dollar.

The

Company

has used

forward

in

order

to

limit

its

exposure

in these

to

rates

between

the South

African rand

(“ZAR”),

on the one hand,

and the U.S.

dollar and the

euro,

on the other

hand.

risk

risk relates

to the risk

will vary significantly

as the U.S.

dollar is i

ts

currency,

but it

earns

a significant

amount

of its

and

incurs

a

amount

of its

in ZAR.

The

U.S.

dollar to the

ZAR exchange

rate has

fluctuated

significantly

over the

past three

years.

As exchange

rates are

outside

control,

there can

be no assurance

that future

will not adversely

affect the Company’s

and financial

condition.

rate risk

As a

result

of its

normal

activities,

the

results

are

exposed

to

in interest

rates.

The South

African

Reserve Bank

rate

to

7.25

% in

2026, citing

upside risks

to the

inflation

outlook.

Higher

fuel

prices

and

uncertainty

around

global

oil

prices

are

to

keep

inflationary

pressures

elevated

in the near term.

changes

in South African

interest rates

may

affect

finance

costs.

Excluding

the

impact

of

changes

to

the

margins

on

its

(refer

to

Note

and

the

value

of

outstanding,

an

in

rates

would

moderately

the

cost

of

borrowing.

The

Company

periodically

the cost and

effectiveness

of interest

rate

hedging strategies

to manage

this risk.

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

inclu

de

an evaluation

of a potential

counterparty’s

credit rating,

credit

criteria and

risk mitigation

tools

as the Company’s

deems appropriate.

With respect to credit

risk on certain financial instruments,

a policy of

entering

into

such transactions

only with

and European

institutions

a

credit

rating

of “B”

(or its

equivalent)

or

better,

as determined

by credit

rating

agencies

such as

Standard

& Poor’s,

Moody’s

and Fitch

Ratings.

Consumer microlending

credit risk

The

Company

is

exposed

to

credit

risk

in its

microlending

activities,

which

short-

term

loans

to qualifying

Credit

bureau

checks

as well

as an

affordability

test are

conducted

as part

of the

origination

both

of which

are

in line

with

local

regulations.

considers

this

policy

to be

because

the

affordability

test

it

performs

takes

into

account

a

variety

of factors

such

as

other

debts

and

total

on

normal

household

and

lifestyle

allowances

may

be

should

the

ability

of

its

to

make

when due deteriorate

in the future.

Judgment is

to assess

the ultimate

recoverability

of these finance

loan

receivables,

including ongoing

evaluation

of the creditworthiness

of each customer.

Risk management

lending

an allowance

finance

loans

related

to its

segment

with

respect

to

loans

to

qualifying

The

risk management

include

adhering

to

its

lending

criteria

which

uses

an

online-system

loan

application

obtaining

necessary

transaction-history

data and

credit

bureau

checks.

The

Company

considers

these

to be

because

it takes

into

account a

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

that

it holds

from

time

to time.

The

market

price

may

fluctuate

for

a

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

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

at

one

time, or

over

an extended

time without

influencing the

exchange-traded

price,

or at all.

The

section

describes

the

valuation

methodologies

the

Company

uses

to

measure

its

assets

and liabilities

at fair

value.

In general,

and where

applicable,

uses

quoted

prices in

active markets

for identical

assets

or liabilities

to

determine

fair

value. This

pricing

methodology

would

apply

to

Level

If

quoted

prices

in

active

markets

for

identical

assets or liabilities

are not available

to determine fair

value, then

the Company uses

quoted

prices for similar

assets

and liabilities

or inputs other

than the quoted

prices

that are observable

either directly

or indirectly.

These investments

would

be included

in

Level

In

circumstances

in

which

inputs

are

unobservable,

values

typically

reflect

management’s

estimates

of assumptions

that market

participants

would

use in

pricing

the asset

or

liability.

values

are

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.

table presents the Company’s

assets

measured at fair value

on a recurring

basis as of September 30,

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

business:

$

$

$

$

Mutual

fund

in

cash, cash

cash)

3,757

3,757

cash

long-

term assets)

Mutual

fund

in

other

assets)

4,656

4,656

Total

assets

$

$

8,413

$

$

8,556

The

table

the

assets

measured

at

fair

value

on

a

basis

as

of

June

30,

,

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

$

$

$

$

Mutual

fund

in

cash, cash

cash)

3,688

3,688

cash

long-

term assets)

Mutual

fund

in

other

assets)

4,598

4,598

Total

assets

$

$

8,286

$

$

8,427

There

have

been

no

transfers

in

or

out

of

Level

during

the

three

months

ended

30,

and

,

respectively.

There was

no

movement in the carrying value

of assets measured

at fair value on a recurring basis, and categorized

within

Level 3,

Assets measured

at fair

value on

a nonrecurring

basis

The Company measures

equity investments

without readily

determinable fair

values at fair value on a nonrecurring

basis.

values

of these investments

are

based

on valuation

techniques

using the

best information

and

may

include

quoted

market

prices,

market

comparables,

and

discounted

cash

flow

projections.

An

charge

is

when

the

cost

of the

asset

exceeds

its

fair

value

and

the

excess

is

to be

other-than-temporary.

The

Company

has

no

liabilities that

are

measured

on a nonrecurring

basis.

Note 9 to

its Annual Report

on Form 10-

K

for the

2026,

its equity-accounted

assets.

ownership

percentage in its equity-accounted

and June 30, 2026

,

was as follows:

30,

Sandulela

Technology

Limited (“Sandulela”)

49.0

%

49.0

%

SmartSwitch

Namibia (Proprietary)

Limited (“SmartSwitch

Namibia”)

50.0

%

50.0

%

Cowdi

Limited (“Cowdi”)

20.0

%

%

Cowdi

During

ended

2026,

invested

$

0.3

million

to

acquire

a

%

in Cowdi,

an entity

incorporated

in

England

and

Wales,

with

through

a

Kenyan

wholly-owned

subsidiary

offering

digital

loans

to

in that

country.

During the

three

months

ended

30,

2026,

invested

an additional

$

0.8

million

to

its interest

to

%,

the

has therefore

been

moved

from

other

assets

to

initially accounted

for its

as an

without

readily determinable

applied the

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 model.

Following

in its investment

from

%

to

%, the

Company

has determined

that it

has obtained

influence

and

has accounted

for its

from July

2026, using the

equity method.

also extended

a $

0.75

million credit

facility to

Cowdi

and they withdraw

$

0.2

million during the

June 30, 2026.

Cowdi had utilized

$

0.2

million of the facility

as of June 30, 2026, and this

amount was repaid in full

in July 2026.

SmartSwitch

Namibia

a loss

on impairment

of $

0.6

million

during

months

30, 2025, which

primarily includes

the release of accumulated

loss (refer to Note

12).

Other

the breakdown

of other long-term

assets

2026:

30,

Total

equity

$

$

(June 30,

2026:

%) at fair

value

(1)

Policy holder

assets

under investment

(Note 8)

assets

(Note 8)

2,464

2,416

4,656

4,598

Other long-term

assets

2,104

2,092

Total

other

assets

$

9,367

$

9,697

(1) The Company

that Cowdi

does

not have a readily

determinable

elected to

record

its

at

cost

minus

impairment,

if

any,

plus or

minus

changes

from observable

price

changes

in

orderly

for the identical

or a similar

of the

same issuer.

below are

the components

without

readily determinable

and held

to maturity

as of June

Cost basis

holding

holding

gains

losses

value

Equity

securities:

$

$

$

$

Total

$

$

$

$

As of

had

no significant

equity

without

readily

determinable

and held

to maturity

assets,

net

the movement

in the carrying

goodwill for

2026:

Gross

value

Accumulate

d

value

Balance

$

254,950

$

(39,652)

$

215,298

Foreign

(1)

(20)

Balance

$

255,091

$

(39,672)

$

215,419

(1) – The foreign currency

adjustment represents

the effects of the fluctuations

of the South African

rand against

dollar on the

value.

Goodwill has

been allocated

segments as

value

Balance

$

192,366

$

6,522

$

16,410

$

215,298

Foreign

(1)

Balance

$

192,474

$

6,526

$

16,419

$

215,419

(1)

The foreign

of the

of the South

African

rand against

dollar on the

value.

assets,

net

Carrying value

of intangible

assets

below

is the

value and

of intangible

assets

as of

,

and June

As of June

Gross

value

Net

value

Gross

value

Net

value

Finite-lived

intangible assets:

Software,

platform and

unpatented

technology

$

154,777

$

(66,624)

$

88,153

$

153,867

$

(62,220)

$

91,647

Customer relationships

57,897

(27,598)

30,299

57,862

(26,084)

31,778

Brands

and trademarks

19,744

(19,744)

19,732

(19,732)

FTS patent

2,337

(2,337)

2,335

(2,335)

Total

finite-lived

assets

$

234,755

$

(116,303)

$

118,452

$

233,796

$

(110,371)

$

123,425

expense on the

finite-lived intangible

assets for the three

months ended September

and

2025,

was $

5.9

million

and $

9.2

respectively.

Future

estimated

annual

expense

for

the next

five

fiscal

years and thereafter,

assuming

exchange rates

that prevailed

on

2026,

in the table below.

Actual

expense

in

future

periods

could

differ

from

this

estimate

as

a

result

of

acquisitions,

changes

in

useful

lives,

rate

relevant factors.

assets,

assets,

Fiscal 2027

(excluding

$

18,069

Fiscal 2028

23,589

Fiscal 2029

22,437

Fiscal 2030

20,522

Fiscal 2031

17,101

Thereafter

16,734

Total

future

estimated

annual amortization

expense

$

118,452

Assets and

policyholder liabilities

under

and investment

assets and

under

the movement

in reinsurance

assets and

under

during

the three months

Assets

(1)

(2)

Balance

$

2,416

$

(3,688)

in policyholder

(5,299)

Claims

and decrease in

policyholders’

(458)

5,113

Foreign

(3)

Balance

$

2,464

$

(3,874)

(1) Included

assets (refer

to Note 6);

(2) Included

liabilities;

(3) Represents

of the

of the ZAR

against the

U.S.

dollar.

has agreements

with

reinsurance

companies

in order

to limit

its

losses

from large

contracts,

if the

reinsurer

is unable

to meet

its obligations,

retains

the liability.

The value

of insurance

contra

ct

is

based

on

the best

estimate

of

future

plus a

risk

for

non-financial

risk,

as

in the markets

in which

these products

are

offered,

namely South

Africa. The

process

of deriving

the best

estimates

plus

risk

include

related

to

claim

delays

(based

on

average

industry

experience)

and their

associated

costs as

well as assumptions

related

to the present

disability

claims in payment.

Assets and

policyholder liabilities

under

below

is the

movement

in assets

and

under

during

the

three

2026:

Assets

(1)

(2)

Balance

$

$

(141)

in policy holder

under investment

(2)

Foreign

(3)

Balance

$

$

(143)

(1) Included

assets (refer

to Note 6);

(2) Included

liabilities;

(3) Represents

of the

of the ZAR

against the

U.S.

dollar.

does not

offer any

with guarantees

related

to capital

or returns.

Note 12 to

audited

on Form

10-

K for the year

information regarding

its borrowings.

South

Africa

On

30,

2026,

the

South

African

Index

Average

rate

was

7.11

%

and

the

credit

spread

(“CAS”)

to

certain of

0.1619

%.

On

the prime

rate, the

benchmark

rate

at which private

sector

banks lend to

the public

in South Africa,

was

10.75

%.

in

short-term credit

below

are

the

as

of

30,

2026,

and

the

movement

in

the

from as of

2026 to as

RMB

RMB

Nedbank

GBF

Other

Total

Short-term

$

67,741

$

6,333

$

9,547

$

83,621

Overdraft

67,741

67,741

6,333

9,547

15,880

in utilized

overdraft

facilities:

No restrictions

as to use

20,671

20,671

Balance

20,671

20,671

Utilized

59,536

59,536

Repaid

Guarantee

fee amortized

Foreign

(1)

Balance

38,633

38,633

No restrictions

as to use

$

38,633

$

$

$

38,633

rate

(%)

(2)

10.25

N/A

N/A

rate

2026 (%)

(2)

10.00

N/A

N/A

in utilized

indirect and

derivative

facilities:

Balance

$

$

4,279

$

$

4,408

Utilized

2,039

2,039

Foreign

(1)

(18)

(18)

Balance

$

$

6,300

$

$

6,429

(1) Represents

of the

between the

ZAR and the U.S.

dollar.

(2) RMB GBF

is set at prime

less

0.50

%.

expense incurred under the

South African short-term

borrowings and included

in the caption interest

expense

on the

during

the

three

months

ended

30,

and

$

1.0

$

0.8

in

below

is the movement

in the Company’s

from as of

June 30, 2026

to as of September

Lesaka

A

Lesaka

B

Asset

backed

CCC

Total

Included in

current

$

$

12,190

$

3,924

$

$

16,114

in

130,591

39,617

5,081

19,308

194,597

Opening balance

130,591

51,807

9,005

19,308

210,711

3,087

4,082

repaid

(1,189)

(1,189)

fees

paid

fees

amortized

Foreign

(1)

(27)

Closing balance

as of

130,745

51,835

8,838

22,377

213,795

Included in

current

12,196

3,896

16,092

in

130,745

39,639

4,942

22,377

197,703

Unamortized

fees

(719)

(719)

2 years

18,295

4,942

22,377

45,614

3 years

131,464

21,344

152,808

4 years

5 years

$

$

$

$

$

rates as

(%):

9.77

9.67

11.00

11.10

Base rate

(%)

7.11

7.11

10.75

10.75

CAS (%)

0.16

0.16

Margin

(%)

2.50

2.40

0.25

0.35

(2)

(3)

(4)

(5)

rates as

of June 30,

2026 (%):

10.14

10.04

10.75

10.40

Base rate

(%)

6.73

6.73

10.50

10.50

CAS (%)

0.16

0.16

Margin

(%)

3.25

3.15

0.25

(0.10)

Footnote

number

(2)

(3)

(4)

(6)

(1) Represents

of the

between the

ZAR and the U.S.

dollar.

(2)

From April

A is

based

on ZARONIA

in effect

from

time to

time plus

a margin.

The margin

A is determined

with

reference

to the Net

Debt to

EBITDA

Ratio,

and the margin

will be

either (i)

3.25

greater

than or

equal

to 2.5

times; or

(ii)

2.50

less

than

2.5 times.

(3) From April

interest on

Facility B is calculated

based on ZARONIA

from time

to time plus a margin.

The margin

B is

with

reference

to the Net

Debt to

EBITDA

Ratio,

and the

margin will

be either

(i)

3.15

greater

than or

equal

to 2.5

times; or

(ii)

2.40

less

than

2.5 times.

(4) Interest

at prime plus

0.25

% per annum

on the utilized

(5) Interest

at prime plus

0.35

% per annum

on the utilized

(6) Interest

at prime less

0.10

% per

annum on

the utilized

expense

under the Company’s

and included in the

caption interest

expense

on the

during

months

ended

30,

and

$

3.1

million

and $

3.8

Prepaid

fees amortized

expense

were $

0.1

$

0.1

expense

under the

to fund

its Consumer

and

under

the

CCC

and

K2020 facilities

relates

to

to fund

a

portion

of the

merchant finance

were $

2.2

million and $

1.6

and is included

in the caption

cost of goods

servicing and support

on the condensed

Other

payables

the breakdown

of other payables

as of

2026, and

June 30, 2026:

30,

Vendor

wallet balances

$

35,065

$

35,154

Accruals

14,351

10,562

Clearing accounts

16,228

9,682

Provisions

5,975

12,076

Value-added

tax payable

7,153

6,668

Payroll-related

payables

5,218

1,798

Other

7,489

7,322

$

91,479

$

83,262

Other includes

deferred income,

client deposits

payables.

Capital structure

issued

to transaction

with

the IFC

Investors

Note 12

Annual

Report on

Form

the year ended

2026, for

additional information

its redeemable

issued pursuant

to

IFC Investors.

On September

29, 2026,

the IFC

Investors

filed Amendment

No.

6 to Schedule

13D

with the United

States Securities

and Exchange

reporting that IFC African,

Latin American and

Caribbean Fund, LP (“ALAC”)

had sold an aggregate

of

860,649

shares

of the

common

stock

the additional

contractual

rights,

the put

option

rights related

860,649

shares,

expired.

reclassified

$

9.3

million

related

860,649

shares

sold

from redeemable

common

stock to additional

paid-in-capital

Impact

of non-vested

equity

shares

on number

of shares, net

between

the number

net of

treasury,

in the unaudited

of changes in equity

respectively:

30,

30,

Number

net of

treasury:

Statement

of changes

in equity

81,463,899

equity shares

not vested as

of end of period

2,406,893

2,357,269

Number

net of

treasury,

excluding

non-vested

equity

shares that

have not

vested

80,897,881

79,106,630

loss

The table below

loss per component

ended

foreign

translation

reserve

Total

Balance

as of July 1,

$

$

reserve

Balance

$

$

The table below

loss per component

30, 2025:

ended

foreign

translation

reserve

Total

Balance

as of July 1,

$

$

Release of

foreign

reserve related

to liquidation

of equity-

accounted

reserve

(A)

6,533

6,533

Balance

(A)

$

$

(A)

other

loss

and

Total

for

the

three

months

ended

30,

2025,

have

each

by $

0.12

million as a

result of

the correction

in Note 1

to the amount

the caption

reserve.

Amended

and Restated

Stock Incentive

Plan (“2022

Plan”)

and the vesting

terms of certain

stock-

based

awards

granted

are

in Note

17 to

audited

its

Stock

Options

table

summarizes

stock option

activity for

2025:

shares

average

price

($)

average

contractual

term

(in

years)

value

($'000)

average

grant

date fair

value

($)

• June 30,

5,845,708

8.73

2.29

1.20

Granted

• August

5.00

3.59

1,237

1.24

6,845,708

8.22

2.20

1.26

• June 30,

5,866,904

8.71

3.55

1.20

5,866,904

8.71

3.29

1.20

The

stock

options

awarded

during

the

three

months

ended

30,

2026,

were

awarded

to

Mr.

Mazanderani,

and were

granted

to shareholder

approval

which

was

obtained

on August

3, 2026.

The

options vest

on April 1,

2028, and are

subject to Mr.

Mazanderani’s

ongoing service

through

to this

date.

The

stock

options

may

only

be exercised

during

a

period commencing

from

April

1, 2029

to

April

1,

No

stock

options were

awarded

each option

is estimated

on the

date of

grant

using

the Cox

Ross

Rubinstein

binomial

model

that uses

the assumptions

noted

in the

table.

The estimated

volatility

based

on the

day volatility.

The estimated

life of

the option

was determined

based

on the

behavior

of employees

who

were granted

options with

similar terms.

Stock

Options

below

range of

used to

value stock

options

granted

ended

2026:

ended

30,

Expected volatility

%

Expected dividends

%

Expected life

(in years)

Risk-free

rate

4.4

%

table

presents stock

options

vested and expected

to vest

shares

average

price

($)

average

contractua

l term

(in

years)

value

Vested

and expecting

to vest

30,

6,845,708

8.22

2.20

These options

have an

exercise price

range of

$

3.01

to $

14.00

.

table

presents stock

options

exercisable

as of

2026:

shares

average

price

($)

average

contractua

l term

(in

years)

value

Exercisable

845,708

4.01

2.43

No

stock

options

became

exercisable

during

each

of

the

three

months

ended

30,

and

The

Company

issues new shares

to satisfy stock

option exercises.

Stock

stock

table

summarizes

for the

shares

of

stock

average

grant

date fair

value

– June 30,

2,462,188

9,381

Total

granted

78,300

Granted

– July 2026

15,000

Granted

– August 2026

12,300

Granted

51,000

Total

vested

(93,963)

Vested

– July 2026

(1,257)

Vested

– August 2026

(26,040)

Vested

(66,666)

2,406,893

9,194

– June 30,

2,169,900

7,833

Total

Granted

209,095

Granted

– July 2025

3,772

Granted

– August 2025

5,323

Granted

200,000

Total

vested

(10,933)

Vested

– August 2025

(10,933)

2,357,269

8,651

Stock

stock (continued)

Grants

In July,

August

2026, respectively,

granted

15,000

,

12,300

, and

51,000

shares

stock

to

which

have

time-based

vesting

and

which

are

subject

to

the

employees’

with the Company

applicable vesting

dates.

In July,

August

2025,

granted

3,772

,

5,323

,

and

200,000

shares

stock

to

which

have

time-based

vesting

and

which

are

subject

to

the

employees’

with the Company

applicable vesting

dates.

During fiscal

2025, the Company

agreed

to grant an

advisor

5,500

shares per

month

in lieu of cash

for services

to the Company.

and the advisor

agreed that

would issue

the shares

to the advisor,

in arrears, on

a quarterly

basis. During

months

a stock-based

charge of $

0.1

million and included the issuance

of

16,500

shares of common stock

in its issued and outstanding

share count.

The contract

advisor ends in

the second

fiscal 2027.

Vesting

In

July,

August

and

2026,

of

93,963

shares

of

stock

granted

to

vested.

Certain employees

elected for

40,688

shares to be withheld

to satisfy the withholding tax liability on

the vesting of their shares.

These

40,688

shares

shares

of common stock.

In August 2025,

of

10,933

shares of restricted

stock granted

vested.

During

the

three

months

ended

30,

and

2025,

39,632

and

10,793

shares

stock

termination of

their employment

Company.

charge and

cost

a stock-based

charge,

net,

during

the

ended

of $

1.4

million and $

1.9

which comprised:

Total

charge

Allocated

to

cost of goods

sold, IT

and

support

Allocated

to

general

and

charge

$

1,247

$

$

1,247

Stock compensation

to ESOP

Reversal of

stock

to

stock

(39)

(39)

Total

• three months

$

1,370

$

$

1,370

charge

$

1,712

$

$

1,712

Stock compensation

to ESOP

Reversal of

stock

to

stock

(12)

(12)

Total

• three months

$

1,861

$

$

1,861

charge and

cost (continued)

The

charges

have

been

to

general

and

based

on

the

allocation of

the cash

paid to the relevant

employees.

As of

the total

cost related

to stock

options

was

$

2.5

which

the

Company

expects

to

recognize

over

two years

.

As of

30,

2026,

the

total

cost

related

to restricted

stock

awards

was $

4.7

million, which

expects

to recognize

over

two years

.

During

the

three

months

ended

30,

and

2025,

a

tax

benefit

of $

0.1

million

and $

0.2

related

to the

charge

related

of

Lesaka. During

these periods

a valuation

related

to the full

tax benefit

because

it

does

not

believe

that

the

deduction

would

be

as

it

does

not

anticipate

generating

sufficient

taxable

income in the

United States.

deducts

the difference

between

the market value

on

the date

of exercise

by the

option recipient

and the exercise

price from

income subject

to taxation

in the United

States.

Loss per

share

The

Company

has

issued

common

stock

which

is

at

an

amount

other

than

fair

value.

Redemption

of a class of common stock at other than fair value increases

or decreases the carrying

amount of the redeemable

common

stock

and

is

in

basic

per

share

using

the

two-class

method.

There

were

no

redemptions

of

common

stock,

or

to

the

value

of

the

common

stock

during

the

three

months

ended

2025,

except as described

in Note 11.

the two-class

method

below

does not

include

the impact of

any redemption.

common

stock is described

in Note 14

audited

ended

Basic 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

at

the same

rate

as common

stock.

Basic

share

has been

using

the two-class

method

and basic

share for

months

ended

and

2025,

only

undistributed

earnings.

The

computation

below

of

basic

loss

per

share

the

net

loss

to

shares

of

unvested

stock

(participating

non-vested

stock)

from

the

numerator

and

the dilutive

impact of these

unvested

shares of

stock from

the denominator.

Diluted

loss per share has been

to give effect

to the number

of shares of additional

that would

if the potential

dilutive

had been issued

in each

period. Stock

options are

of

diluted 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

stock

options

to

purchase

161,709

and

158,479

shares of common stock

from the calculation

of diluted loss per share

during the three months

and 2025 because

the effect would

be antidilutive.

The

of

diluted

loss

per

share

the

dilutive

effect

of

a

portion

of

the

stock

granted

to

as these

shares

stock

are considered

contingently

returnable

shares

for the purposes

of the

diluted

and the vesting

in respect

of a portion

of the

stock had

been satisfied.

The vesting

for all

awards

made

are

in Note

17 to

the

audited

in its Annual

Report on

Form 10-K

Loss per

share (continued)

table

net

loss

and the

share

data used

in the

basic

and

diluted

share computations

using the

two-class

method:

ended

30,

(in thousands

except

percent and

per share

data)

Numerator:

Net loss attributable

(A)

$

(4,183)

$

(4,658)

Undistributed

loss

(A)

$

(4,183)

$

(4,658)

Percent

to common

(Calculation

Numerator

for loss per share:

basic and

diluted

(4,059)

(4,514)

Continuing

(4,059)

(4,514)

for basic loss

per share:

Weighted-average

common

shares outstanding

80,878

79,094

for diluted loss

per share:

adjusted weighted

average

common

shares

and assuming

conversion

80,878

79,094

Loss per share:

Basic

(A)

$

(0.05)

$

(0.05)

Diluted

(A)

$

(0.05)

$

(0.05)

(Calculation

Basic

weighted-average

common

shares

(A)

80,878

79,094

Basic

weighted-average

common

shares

and unvested

shares

to vest

(B)

83,340

81,327

Percent

to common

(A) / (B)

(A)

Net

loss

to

Lesaka

and

Undistributed

loss

for

the

three

months

ended

30,

2025,

has

by $

0.4

of the

correction,

as discussed

in Note

1, to

the amount

in the

Net

loss attributable

to Lesaka and

Undistributed loss

months ended September

The correction

of the error

did not

impact Basic and

Diluted

Options to purchase

7,493,683

shares of the Company’s

at prices ranging

from $

4.87

to $

14.00

per share

were

during

months

ended

30,

2026,

but

were

not included

in the

computation

of diluted

loss

per

share

because

the options’

price

was

greater

than

the

average

market

price

of the

common

stock.

Options

to purchase

6,493,683

shares

of the

common

stock

at

prices

ranging

from

$

4.87

to

$

14.00

per

share

were

during

the

three

months

ended

30,

2025,

but

were

not

in

the computation

of

diluted

loss

per

share

because

the

options’

price

was

greater

than

the

average

market

price

of

the

common

stock. The

options,

which expire

at

various

dates through

February

3, 2032,

were still

as of

Supplemental

cash flow information

cash flow

for the

30,

and

2025:

ended

30,

Cash received

from interest

$

$

for interest

$

4,253

$

6,001

for income taxes

$

$

of cash,

cash

cash

included on

of cash flows

includes restricted

cash related

to 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

as to use and therefore is classified

as restrict

ed

cash. The following

the disaggregation

of cash, cash equivalents

cash as

2026:

30,

30,

Cash and cash

$

85,778

$

72,162

$

81,409

cash

cash

$

85,907

$

72,284

$

81,538

Leases

cash flow disclosure

related to leases

for the

ended

30,

for amounts

in the measurement

of lease liabilities

cash flows

from operating

leases

$

2,570

$

1,362

Right-of-use

assets obtained

for lease

obligations

leases

$

9,161

$

1,036

Revenue recognition

The

Company

is

a

provider

of

digitized

cash

and

an

platform for

the distribution of ADP

(including value-added

services such as prepaid

airtime, prepaid

electricity and

bill

payment);

services;

inclusion

and

and

secure

payment

technology.

as a

payment

processor

Africa.

offers

debit, credit

and

prepaid

and issuing

for

all major

payment

networks.

In

South Africa,

innovative

low-cost

financial inclusion

products,

banking,

lending and

insurance.

The

Company

analyzes

its

under

a

“product”

view,

for

example,

its

in

are

to an

product view

for Merchant.

has updated

its disaggregation

to

align with this

product

view. Comparative

periods

have been recast.

revenue

by major revenue

streams, including

to reportable

Total

ADP

$

82,429

$

$

18,730

$

101,164

69,871

18,730

88,606

Rest of

world

12,558

12,558

fees

13,083

13,083

13,445

13,445

13,445

13,445

Rest of

world

Cash

10,153

10,153

5,610

5,610

4,630

4,630

Other

3,912

1,714

5,824

3,695

1,714

5,607

Rest of

world

Total

revenue

under

ASC 606, derived

from

the

115,549

13,286

25,074

153,909

102,774

13,286

25,074

141,134

Rest of

world

12,775

12,775

Lending

3,055

17,070

20,125

3,033

17,070

20,103

Rest of

world

10,538

10,538

Total

non-ASC

606 revenue,

the

3,055

27,608

30,663

3,033

27,608

30,641

Rest of

world

Total

118,604

40,894

25,074

184,572

105,807

40,894

25,074

171,775

Rest of

world

$

12,797

$

$

$

12,797

Revenue recognition

revenue

by major revenue

streams, including

to reportable

30, 2025:

Total

ADP

$

92,312

$

$

10,025

$

102,375

82,682

10,025

92,745

Rest of

world

9,630

9,630

fees

11,721

11,721

Cash

10,456

10,456

10,800

10,800

10,800

10,800

Rest of

world

5,184

5,184

3,403

3,403

Other

5,055

1,131

6,383

4,929

1,131

6,257

Rest of

world

Total

revenue

under

ASC 606, derived

from

the

123,807

11,956

14,559

150,322

114,051

11,956

14,559

140,566

Rest of

world

9,756

9,756

Lending

2,506

11,748

14,254

2,491

11,748

14,239

Rest of

world

6,872

6,872

Total

non-ASC

606 revenue,

the

2,506

18,620

21,126

2,491

18,620

21,111

Rest of

world

Total

126,313

30,576

14,559

171,448

116,542

30,576

14,559

161,677

Rest of

world

$

9,771

$

$

$

9,771

Leases

has entered

into

leasing

arrangements

classified

as operating

leases

under

guidance.

These

leasing arrangements

relate primarily

to the lease of its corporate head office,

offices, a manufacturing

facility,

and

branch

through

which

the

Company

its

Africa.

leases

have

a

lease

term

of

between

one year

to

ten years

.

The

Company

also

parts

of

its

financial services

from locations

which it leases

for a

less than

one year

.

and 2025

was $

2.6

million

and $

1.4

The

Company

has also

entered

into

leasing

arrangements,

for

the lease

of branch

and

other locations,

to operate

its consumer

in South Africa.

three

$

1.2

$

0.4

In April

2026, the

Company,

through

Lesaka

SA,

entered

into

a

binding

offer to

lease for

a

new regional

office

in

Cape

Town,

Western

Cape, South Africa

with Growthpoint

Securitisation

Warehouse

Trust, a

trust incorporated

in South Africa. The

lease commences

on October 1, 2026 and is for a period of

10 years

. The Company

secured beneficial

occupation

from August

and recorded

a ROU asset

and an operating

related

to this lease

in August

2026 upon taking

beneficia

l

occupation.

The

Company

expects

to

pay

an annual

basic

lease

expense

of

$

0.7

million

(ZAR

11.3

at

as of

2026), which

by

7.50

% per

annum.

In

August

2026,

the

Company,

through

Lesaka

SA,

entered

into

a

binding

offer

to

lease

for

a

new

regional

office

in

Umhlanga, Durban,

KwaZulu-Natal,

South Africa with

SA Sugar Distributors

Limited, a subsidiary of ABFS, a private

company

incorporated

Africa.

The lease

commences

on November

23,

is for

a

5 years

,

with an

option

to

renew

for

a

further

five years

.

The

Company

secured

beneficial

occupation

from

23,

2026,

and

has

a ROU asset and an operating

lease liability related

from the date of taking beneficial

occupation. The Company

was

to provide a guarantee

for two month’s

rent to the lessor.

The Company expects

to pay an annual basic lease expense

of $

0.3

5.1

30, 2026), which

by

7.00

%

per annum.

balance sheet

related

to the

right-of-use

assets

and

its operating

2026:

30,

Right of use

assets obtained

for lease obligations:

average

lease term (years)

7.27

6.59

average

discount

rate (percent)

10.3

10.1

The maturities

of the

as of

2026, are presented

below:

Maturities

of operating

Year ended

2027 (excluding

to September

$

6,042

6,897

5,005

4,575

4,069

Thereafter

21,057

Total

undiscounted

47,645

Less imputed

15,991

Total

lease liabilities,

31,654

• current

4,933

• long-term

$

26,721

discloses segment

as reflected

in the management

systems

reports that

its chief

maker

(“CODM”)

uses

in

making

decisions

and

to report

certain

entity-wide

about

and

and

the countries

in

which

the entity

holds

assets

or reports

revenues.

A description

of the

segments is contained

in Note 21 to the Company’s

in its Annual

Report

currently has

three

segments:

Merchant,

and Enterprise.

CODM

is

Chairman.

The

CODM

analyzes

the

based

on

these

three operational

lines, namely,

(i) Merchant,

which

focuses

on both

formal

and

informal

sector

merchants.

Formal

sector

are

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

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

focuses

on

individuals

who

have

historically

been

from

traditional

and to

whom we

offer transactional

(banking),

insurance,

lending

(short-term

loans), payments

(digital wallet)

and various

value-added

services; and

(iii) Enterprise,

which comprises

large-scale corporate

and government

but not limited to banks,

mobile

network operators

(“MNOs”)

and municipalities,

and, through

Utilities,

landlords

utilizing Utilities’

prepaid

metering

solution.

The

segment

revenue

from

the

sale

of ADP

(select

prepaid

supplier-enabled

payments, international

money transfer

and other) and

card-acquiring

services to

informal sector

merchants. It

also includes

related

to the provision

and services

to corporate

juristic entities.

earns

fees

from processing

performed

card acquiring

and the

of a

payment

gateway

services)

for its

customers,

and

rental

and

license

fees

from

the

of

POS

and

to

the

hospitality

industry.

The

Company

also

cash

and

payment

to

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

fee revenue.

The Merchant

segment

includes interest

earned from

the provision

of loans to

its customers,

refer

to Note 16.

The Consumer

segment

related

to the provision

of financial

to customers,

a bank

account, loans

and insurance products.

The Company charges

monthly administration

fees for all bank accounts.

Customers

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

POS.

The

Company

earns

fees

from

processed

for

these

The

Company

loans

to customers

Africa

for which

it earns

initiation

and monthly

service fees,

and

revenue

from

the

second

quarter

The

Company

writes

life

contracts,

funeral-

benefit policies,

and policy

holders

pay the

Company

a monthly

premium.

also earns

fees

from the

of physical

and digital prepaid

and secure

payout solutions

for South

African businesses.

The Enterprise

segment

its business

and government-related

with transaction

that

involve

the

collection,

transmittal

and

retrieval

of transaction

data.

The

Company

offers

landlords

access

to

prepaid

metering

solution

through

which

earns

revenue

from

prepaid

voucher

sales

to

tenants

recharging

prepaid

meters.

This

segment

also

sales

of

and

licenses

to

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

adjusted for

items mentioned

in the sentences

below (“Segment

Adjusted EBITDA”),

measure of

profit

or loss.

The

Company

does

not

allocate

items,

charges,

of

other

assets, other

items (including

gains or

losses on disposal

of investments,

to equity securities),

income,

certain interest

expense, income

tax expense

or loss from equity-accounted

to its reportable

include:

employee related

costs

in relation

hired

for group

roles and

related

to

the

US-listed

entity;

related

to

with

the

Sarbanes-Oxley

Act

of 2002;

non-

fees; legal

fees; group

and US-listed

related

audit fees;

and directors

and officer’s

premiums.

items

represent

expense

items,

costs

related

to

and

or ultimately

(loss)

gain for

currency adjustments

foreign

mark-

to-market

on certain intercompany

accounts.

The Stock-based

reflect stock-based

expense

and

are

from

the calculation

of Segment

EBITDA

and are

as

reconciling

items to

reconcile

the reportable

Segment

EBITDA

loss before

expense.

Our CODM

does

not review

the components

of segment

selling, general

and is

with reports

which

include revenue

and segment

adjusted EBITDA

below

the

from

to the

segment’s

the

segment’s

measure

of

profit

or

loss,

and

certain

other

segment

2025, respectively,

is as follows:

Total

Revenue

from external

$

118,604

$

40,894

$

25,074

$

184,572

Intersegment

1,389

Segment

revenue

(z)

119,146

41,049

25,766

185,961

Less segment-related

expenses:

Cost

sold,

IT

and

support

(y)

92,706

14,552

18,183

125,441

and

(1)(2)

21,724

13,839

5,828

41,391

Segment

EBITDA

$

4,716

$

12,658

$

1,755

$

19,129

(z) includes

interest revenue

of:

$

3,055

$

8,387

$

$

11,442

(y) includes

expense

of:

$

$

1,643

$

$

2,155

Total

$

3,825

$

$

$

5,525

$

9,973

Expenditures

for long-lived

assets

$

4,871

$

3,701

$

$

$

9,072

Total

Revenue

from external

$

126,313

$

30,576

$

14,559

$

171,448

Intersegment

Segment

revenue

(z)

126,950

30,576

14,853

172,379

Less segment-related

expenses:

Cost

sold,

IT

and

support

(y)(A)

98,596

10,437

10,521

119,554

and

(A)(1)(3)

19,410

11,646

3,063

34,119

Segment

EBITDA

(A)

$

8,944

$

8,493

$

1,269

$

18,706

(z) includes

interest revenue

of:

$

2,506

$

4,914

$

$

7,420

(y) includes

expense

of:

$

$

1,072

$

$

1,563

Total

$

3,365

$

$

$

9,134

$

12,894

Expenditures

for long-lived

assets

$

4,325

$

$

$

$

5,119

(A)

Cost

sold,

IT

and

Selling,

general

and

for

and

Total

for the

have each

by $

0.2

$

0.06

as

of the

in Note

1. Segment

EBITDA

for Merchant

and

Total

for the

three

2025 have

each decreased

by $

0.2

million as a

result of

the correction

Note 1.

(1)

human

capital-related

base salary

and bonus),

IT-

related

licenses,

maintenance,

hosting, and

communication

expenses),

professional

fees (including

audit, legal,

consulting

fees), lease

and utilities

expenses,

the allowance

losses and other

(2) Segment

for the three months ended

September 30, 2026,

retrenchment

costs for Merchant

of $

0.4

6.4

(3)

Segment

EBITDA

for

the

three

months

ended

30,

2025,

retrenchments

costs

for

of $

0.2

3.8

million) and

Consumer of

$

0.1

2.6

The reconciliation

of the

segments’ measures

or loss to loss

before income

tax expense

2025, is

as follows:

ended

30,

Reportable

segments measure

or loss

(A)

$

19,129

$

18,706

loss: Group

costs

(5,615)

(3,611)

costs

(3,033)

(267)

(Loss) Gain

FV for currency

(204)

charge adjustments

(1,370)

(1,861)

(9,973)

(12,894)

Loss on impairment

(584)

income

expense

(A)

(4,258)

(5,013)

expense

(A)

$

(4,779)

$

(4,921)

(A) Reportable

measure

or loss

for the

30,

2025, has

by

$

0.2

of the

in Note

expense

for the

three

months

ended

2025,

has

by $

0.12

as a

result

of the

in

Note 1.

Net

loss before

taxes

for the

three

2025, has

by $

0.4

of the correction

Note 1.

The

segment

as reviewed

by the

chief

maker

does

not

include

a

measure

of segment

assets

per segment

as

all

of the

assets

are

used

in the

of all,

rather

than

any

one,

of the

does not have dedicated

assets assigned

to a particular operating

segment.

it is not meaningful

to

attempt

an arbitrary

allocation and

segment

asset allocation

is therefore

not presented.

Income

tax

Income

tax in

interim

periods

For the

purposes

of interim

reporting,

the

Company

determines

the

income

tax

by first

applying the effective

tax rate expected

to be applicable for the full fiscal year to ordinary

income. This amount is then adjusted

for

the

tax

effect

of

unusual

items,

for

instance,

changes

in

tax

law,

valuation

allowances

and

that

are

separately,

and

have

an impact

on the

tax

charge.

The

cumulative

effect of

any change

in the enacted tax rate,

if and when applicable,

on the opening

balance of deferred

tax assets and liabilities

is also

tax charge

as a discrete

event in the

interim period

in which

the enactment

date occurs.

For

the

30,

2026,

the

tax

rate

was

by

tax

assets

related

to

net

losses

our South

African

subsidiaries and

the deferred

tax impact

related

to the amortizatio

n

of

assets,

the

tax

expense

by

our

South

African

and

For

the

30,

2025,

the

tax

rate

was

by

the

tax

expense

by

the

South

African

and non-deductible

expenditures).

benefit was impacted

by a higher deferred

tax benefit as a result of

the reduction

in the useful lives

brand and trademark

intangible assets

which has resulted

in an increase in amortization

expense

Uncertain

tax positions

30, 2026 and June 30,

2026, the Company

had

no

tax benefits.

The Company files

income

tax

returns

mainly

Africa,

Botswana,

Namibia

and

in

the

U.S.

federal

jurisdiction.

As of

30,

2026,

the

subsidiaries are

no longer subject

tax examination

by the

Revenue

Service

for periods

before

June

30, 2020.

is

subject

tax in

other

jurisdictions

outside

South Africa,

none of

individually

material to

its financial

position, statement

of cash

flows, or