form10k

 --06-30 0.001 false 50,000,000 FY 0001041514 2025 200,000,000 0.001
The Company reclassified an amount of $11,841 from long-term borrowings to current portion of long-term borrowings, refer to Note 1.
 No No Accelerated Filer P5Y P1251D

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 dummy: Item

 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM
 (Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
 ACT OF 1934
 For the fiscal year ended
 OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
 EXCHANGE ACT OF 1934
 For the transition period from
 To
 Commission file number:
 000-31203
 (Exact name of registrant as specified in its charter)
 Florida
 98-0171860
 (State or other jurisdiction
 (IRS Employer
 of incorporation or organization)
 Identification No.)
 President Place
,
 4th Floor
,
 Cnr. Jan Smuts Avenue and Bolton Road
 Rosebank, Johannesburg
 2196
,
 (Address of principal executive offices, including zip code)
 Registrant's telephone number,
including area code:
 -
 -
 343-2000
 Securities registered pursuant to Section 12(b) of the Act:
 Title of each class
 Trading Symbol(s)
 Name of each exchange
 on which registered
 Common stock, par value $0.001 per share
 LSAK
 NASDAQ

Global Select Market
 Securities registered pursuant to Section 12(g) of the Act:
 Indicate by check
mark if the
registrant is a
well-known seasoned issuer, as
defined in Rule
405 of the
Securities
 Act.
Yes

No

 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)
 of the Act.
Yes

No

 Indicate by check mark whether
the registrant (1) has filed
all reports required to be
filed by Section 13 or
15(d)
 of
the
Securities
Act
of
1934
the
preceding
months
(or
for
such
shorter
that
the
 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
 days.
 Yes

No

 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File
 to
be
submitted
pursuant
to
Rule
of
Regulation
S-T
(§232.405
of
this
chapter)
the
preceding
 months (or for such shorter period that the registrant was required to submit such files).
 Yes

No

 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
 filer, smaller
reporting company
or an
emerging growth
company. See the
definitions of
"large accelerated
filer,"
 "accelerated
filer,"
"smaller
company,"
and
"emerging
company"
in
Rule 12b-2
of
the
 Exchange Act (check one):

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company
 If an
emerging
growth company,
indicate by
check mark
if the
registrant has
elected not
to use
the extended
 transition period
for complying
with any
new or
revised financial
accounting standards
provided pursuant
to
 Section 13(a) of the Exchange Act.

 Indicate
by
check
mark
whether
the
registrant
has
filed
a
report
on
and
attestation
to
its
management's
of
the
of
its
over
under
Section
404(b)
of
the
 Sarbanes-Oxley Act
(15
U.S.C.
7262(b)) by
the registered
accounting firm
that prepared
or
issued its
 audit report.

 If securities
are registered
pursuant to
Section 12(b)
Act, indicate
by check
mark whether
the financial
 statements of the registrant included in the filing reflect the correction of an error to previously issued financial
 statements.

 Indicate by check mark
whether any of those
error corrections are restatements
that required a
recovery analysis
 of
incentive-based
by
any
of
the
registrant's
executive
officers
the
relevant
 recovery period pursuant to §240.10D-1(b).

 Indicate by
check mark
whether the
registrant is
a shell
company (as
defined in
Rule 12b-2
 Act). Yes

No

 The
value
of
the
registrant's
stock
held
by
non-affiliates
of
the
registrant
as
of
 December 31,
2024
(the
last
business day
of
the registrant's
most
recently completed
second fiscal
quarter),
 based upon the closing price of the common stock as reported by The NASDAQ Global Select Market on such
 date, was $
 288,493,330
. This calculation
does not reflect
a determination that
persons are affiliates
for any other
 As of September 29, 2025,
 83,673,097

shares of the registrant's common stock, par value $0.001 per share, net
 of treasury shares, were outstanding.
 DOCUMENTS INCORPORATED BY REFERENCE

 Certain
portions
of
the
definitive
Proxy
Statement
for
our
2025
Annual
Meeting
of
Shareholders
are
 incorporated by reference into Part III of this Form 10-K.

 LESAKA TECHNOLOGIES, INC
 INDEX TO ANNUAL REPORT ON FORM 10-K
 Year
Ended June 30, 2025
 Page
 PART
I
 Item 1.
 Business
 Item 1A.
 Risk Factors
 Item 1B.
 Unresolved Staff Comments
 Item 1C
 Cybersecurity
 Item 2.
 Properties
 Item 3.
 Legal Proceedings
 Item 4.
 Mine Safety Disclosures
 PART
II
 Item 5.
 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer
 Purchases of Equity Securities
 Item 6.
 [
 Reserved]
 Item 7.
 Management's Discussion and Analysis of Financial Condition and Results of
 Operations
 Item 7A.
 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.
 Financial Statements and Supplementary Data
 Item 9.
 Changes in and Disagreements with Accountants on Accounting and Financial
 Disclosures
 Item 9A.
 Controls and Procedures
 Item 9B.
 Other Information
 Item 9C.
 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
 PART
III
 Item 10.
 Directors, Executive Officers and Corporate Governance
 Item 11.
 Executive Compensation
 Item 12.
 Security Ownership of Certain Beneficial Owners and Management and Related
 Stockholder Matters
 Item 13.
 Certain Relationships and Related Transactions, and Director Independence
 Item 14.
 Principal Accountant Fees and Services
 PART
IV
 Item 15.
 Exhibits and Financial Statement Schedules
 Item 16.
 Form 10-K Summary
 Signatures
 Financial Statements

 PART
I
 FORWARD
LOOKING STATEMENTS
 In addition to historical information,
this Annual Report on Form 10-K
("Annual Report") contains forward-looking
 that involve risks and uncertainties that could cause our actual results to differ
materially from those projected, anticipated or implied
forward-looking
statements. Factors
that might
cause or
contribute
to such
differences
include,
but are
not limited
to, those
 discussed in
Item 1A—"Risk
Factors." In
some cases,
you can
identify forward-looking
statements by
terminology such
as "may,"
 "will,"
"should,"
"could,"
"would,"
"expects,"
"plans,"
"intends,"
"anticipates,"
"believes,"
"estimates,"
"predicts,"
"potential"
or
 "continue" or
the negative of
such terms and
other comparable terminology.
You
should not place
undue reliance on
these forward-
 looking statements, which reflect
our opinions only
as of the
date of this
Annual Report. We undertake no
obligation to release
publicly
 any
revisions
forward-looking
statements after
the date
of this
Annual
Report.
You
should
carefully
review the
risk factors
 described
documents we
file from
time to
time with
the Securities
and
Exchange Commission
(the "SEC"),
the
 Quarterly Reports on Form 10-Q to be filed by us during our 2026
fiscal year, which runs from July 1, 2025 to June 30,
2026.
 All
references
to
"the
Company,"
"we,"
"us,"
or
"our"
are
references
to
Technologies,
Inc.
and
its
 subsidiaries, collectively, and all references to "Lesaka" are to Lesaka Technologies, Inc. only, except as otherwise indicated or where
 the context indicates otherwise.
 ITEM 1.
BUSINESS

 Overview

 Lesaka enables underserviced consumers and businesses in the southern
cone of Africa to manage their daily financial activities
 in a better way, improving
people's lives and increasing financial inclusion in the markets in which
we operate. We
have developed a
 unique ecosystem of communities that provides:
(1) over 2 million consumers with specialized
banking, credit, insurance and payout
to
help
them
their
evolving
needs;
(2)
over
125,000
of
all
sizes
with
acceptance
 solutions to facilitate
their daily commercial
activities more efficiently
and effectively; and
(3) over 750
enterprises with proprietary
 network capabilities to facilitate payments between consumers and businesses
in a fast and secure manner.
 We bring these communities
together within the Lesaka ecosystem by enabling them to engage and transact with each other in a
 better, more
convenient and safe
manner.
For example, we
offer bill payment
solutions to consumers,
merchants and enterprises
by:
 (1) connecting over
620 enterprise service
providers to our
proprietary biller network
so that
they can
offer their customers
a convenient
 channel to
pay their
respective bills;
(2) enabling
over 95,000
merchants to
offer our
Alternative Digital
Products ("ADP")
at their
 locations and then digitizing any cash payments they receive through one of our cloud-connected cash vaults or recycling the cash via
 an ATM
that we
may place
in their
store to
drive foot-traffic;
and (3)
offering consumers
the convenience
of paying
their bills
at a
 nearby merchant
where they may
already shop frequently,
using cash withdrawn
from one of
our ATMs
or paying with
a debit card
 linked to
a digital-bank
account that
we provided
to them
to deposit
and manage
the funds
from their
employer payrolls
or welfare
 grants from the South African government.
 To
build
and
our
valuable
and
growing
ecosystem,
we
have
over
3,500
on
the ground
in
five
 countries, including
(our primary
market), Namibia,
Botswana, Zambia,
and Kenya,
and we
have the
ability to
reach
 deeper and more broadly into adjacent markets through a variety of strategic
partnerships. This enables us to target and serve a market
 with approximately 250
million people and an
estimated serviceable addressable
market of approximately
$12 billion in net
 by 2030 according to reports by Global Data Analytics, McKinsey & Company,
BDO, Genesis Analytics, the International Monetary
 Fund,
the
Population
Reference
Bureau
and
estimates.
According
to
a
report
by
Boston
Consulting
Group,
 favorable secular tailwinds, have helped position
Africa as the fastest
growing fintech market globally, that projects growth in the total
 African fintech revenue pool to grow by 13 times between 2021 and 2030,
as illustrated below.

 Our Strategy
 To
build our unique ecosystem
and capture this large
and attractive market opportunity,
we developed a 5-phase
strategy to win
 and serve customers across a diversified range of channels and markets. These
phases include:

 1.
 Address

-
First,
we
develop
or
acquire
a
platform
to
address and
serve
the
specialized
needs
of
a
specific
segment.
Today,
we
have
three
core
platforms
to
each
of
our
segments
(or
 divisions), Consumer, Merchant and
Enterprise;

 2.
 Position
 - Second,
we position
ourselves in
the market
to gain
access to
data that
gives us
valuable
insights into
our
base.
We
develop
that
enable
us
to
learn
from
the
flow
of
funds
and
behaviours
in
our
 customers daily
lives to better
understand their
needs. For
example, our banking
solutions enable us
to see the
sources
 and frequency of
consumer income deposits
as well as
their spending
behaviours, while our
merchant solutions enable
 us to see a merchant's cash flows and selected
spending such as inventory purchases and supplier payments;

 3.

Develop

– Third,
we develop
and foster
differentiation
market by
combining financial,
software and
 technologies to create
integrated, end-to-end fintech
solutions that have superior
functionality and convenience
relative
 to
available
alternatives.
Competitor
offerings
are
typically
by
(i)
legacy
banks
with
poor
track
records
of
service for
the underserviced,
(ii) government
entities, such
post office,
with limited
capabilities and
 R&D budgets to invest in
solutions, or (iii) a fragmented
universe of single-solution vendors
who provide more narrow
 services, forcing a customer to spend more and manage multiple relationships
to meet their end-to-end needs;

 4.
 Combine

–
Fourth,
we
combine
our
data-driven
insights
with
our
suite
of
to
sell,
cross-sell
and
serve
our
in an
advantaged way.
We
use the
advantages
embedded
to (i)
drive
client acquisition
and
 retention with targeted offers that may
best meet their needs, (ii) bundle or cross-sell new solutions that may be suitable
 for their evolving financial journeys, (iii) underwrite and manage risk effectively;
and
 5.
 Consolidate

– Fifth, we
identify and execute
on attractive consolidation
opportunities with potential
revenue synergies
 to grow our customer
base, extend our capabilities
and expand our ecosystem
into new areas,
and potential cost synergies
 to scale our ecosystem and improve our operating efficiencies. For example, in fiscal 2025 we closed and are
integrating
 two acquisitions
which expanded
our customer
base, broadened
our suite
of solutions,
and provided
additional cross-
 selling opportunities, including:
 a.
 Adumo

–
a
and
commerce
enablement
platform
that
and
to
29,000
active
(as
of
June
30,
2025)
in
a
variety
of
 verticals across
South
Africa,
Namibia,
Botswana and
Kenya.
This acquisition
has enabled
us to
extend
our
 reach
into
larger
with
more
sophisticated
point-of-sale
("POS")
needs.
Adumo
was
 integrated into our
Merchant Segment and has
contributed to our fiscal
2025 financial results since
October 1,
 2024.
 b.

– a
prepaid electricity
platform
that provides
submetering administration
and payment
 solutions to
an installed
base of
over 500,000
registered prepaid
electricity meters
across South
Africa. This
 acquisition has
enabled us
to enter
the private
utilities market
and extend
our payment
solutions into
a large,
 new
base.
was integrated
and has
contributed
 2025 financial results since March 3, 2025.
 Our Go-
 To
 -Market Model
 To
go-to-market,
we created
a proprietary
business model
to reach,
engage and
serve our
Merchant, Consumer
and Enterprise
 Segments' customers over time. The five elements of our go-to-market model
include:
 1.
 Wide-Breadth of Solutions

– We
have a large and
growing suite of solutions
that we sell to
our customers at different
 stages of
their financial
journeys using
a
 Land and
Expand

approach.
We
start by
offering
critical financial
 needed
to
win
a
relationship
at
a
relatively
stable
cost
("CAC").
These
our
 government grant and bill payment solutions for consumers, and our card acquiring and cash management solutions for
 merchants. Then we offer a growing range of complementary services to expand our share of wallet, bundling or cross-
 selling complementary
or adjacent
services as
a customer's
needs grow.
We
believe this
increases the
lifetime value
 ("LTV") of our customer base with very
little incremental CAC, increasing
our LTV/CAC ratio and compounding value
 over time. We
organize our solutions across our
customers' financial lifecycles including: (1)
 Receive Money
,
 Manage
 Money
,
 Borrow Money
, and
 Protect Assets

for our consumers,
and (2)
 Accept Payments
,
 Manage Money
,
 Grow Revenue,
 and
 Access Capital

for our merchants.

 2.
 Differentiated Reach in the Market

– Instead of relying on online sales or using expensive bank branches, we reach our
close
to
where
they
live
or
close
to government
offices
that
disburse
grant
by
deploying
on-the
 ground
sales teams
and
low-cost retail
offices,
or hubs.
Our salespeople
are
trained
to engage
in-person and
educate
 customers on the value and advantages of our solutions in a friendly
and respectful manner.

 3.
 A Digital Engagement
Approach

– After our
initial sale, we want
to utilize technology
to engage more
efficiently and
 effectively
with our
customers, so
we train
and steer
them to
use our
digital apps
to manage
and grow
their financial
 services over time.
We have developed a variety
of digital apps
for our customers
to use when
engaging with our
 solutions including a digital banking app for
our consumers and a payments management account app
for our merchants.
 4.
 Proprietary Access to Data

– We leverage our
solutions to gain access to data that provides us with unique insights
 into our customers, which we use to serve them more effectively.
For example, we can often see the timing, amount
 and frequency of a consumer's income deposits and how
they spend their money and pay their bills. We
believe this is
 rare in Africa, particularly among the underserviced,
and provides a competitive advantage in the market.

 5.
 Leading Brand Value

– Based on our market
penetration and length of time
in the market, we have established
several
 strong brands and brand equity in the market across our three business segments and different product lines. We
 these brands are valuable touch points, with which
to evolve a unified leading brand, that
helps us attract new customers,
 build trust, and facilitate the roll-out and adoption of new solutions over
time.
 Our Business Segments

 We
go-to- market
and operate
through three
business segments
including our
Merchant Segment
("Merchant"), our
 Segment ("Consumer") and our Enterprise Segment ("Enterprise").
 1.
 Our Merchant Segment

 Our Merchant Market
 We
serve
of all
sizes, ranging
from micro
-merchants
to
small-to-medium
merchants.
Currently,
we
serve over
 125,000 merchants across Southern Africa, of which more than 100,000 merchants are in South Africa. Approximately 95,000 of
 the merchants
are micro
merchants who
range from
local kiosks
and spaza
shops (corner
stores) to
sole proprietors,
 taverns, marketplaces and
the businesses and suppliers
that serve them.
These merchants typically
have lower payment
volume,
 and a lower proportion of merchants accepting digital payments given
a larger dominance of cash in rural areas. However,
 secular
shift
from
cash
to
digital payments
continues
to
progress, we
these
will increase
adopt
new digital
solutions and
complementary services.
Approximately 30,000
merchants are
small-to-medium merchants,
who
 are larger and
more formal businesses.
They can range
from small local retailers
to merchants with
multi-lane stores, franchises
 and online storefronts.
These merchants are
more professional
businesses with sophisticated
business needs with
a greater need
 for more advanced business solutions that can help them run and grow their
businesses more efficiently.
 Our Merchant Solutions

 Our merchant solutions serve merchants of all sizes offering a wide breadth of capabilities across their financial lifecycles to
 help them
 Accept Payments
,
 Manage Money
,
 Grow Revenue,

and
 Access Capital
, as illustrated below.

 Our Merchant solutions and products comprise:

 Merchant acquiring:

Merchant acquiring solutions for micro-merchants and small-to-medium
sized merchants.

 Software:

Integrated POS software and hardware to the hospitality industry.

 Cash:

Cash management
and digitalization
solutions helps
merchants manage
their money
and effectively
"puts the
 bank" in
micro-merchants'
and small-to-medium
sized businesses'
stores. We
them with
digital accounts
so
 merchants can track their deposits and supplier payment services to order
and pay for more inventory.

 Lending:

Access to capital to
small-to-medium merchants by providing small
cash advances or business
credit utilizing
 our proprietary visibility into their business activity.

 ADP
:
This
solution
comprises
categories
(airtime,
data,
and
gaming),
bill
 payments,
International
Money
Transfers
("IMT")
and
supplier
enabled
payments.
Our
supplier
enabled
 product suite has specifically been developed for the micro-merchants.

 Merchant Competitive Landscape and Market Share
 We estimate an addressable revenue
pool of approximately of $2.8 billion of which we believe we have approximately 7.0%
share
of
the
in
the
 (according
to
Global
Data
Analytics
2024,
Genesis Analytics
2024,
 Reserve Bank
Interchange
Rate 2021,
IFC MSME
Opportunity in
2019, Electrum
Value
Added Services
 Africa 2020, peer company public quarterly results from
2024 and management's
best estimates).

 A key
component
of
our
is to
differentiate
ourselves
by
being
a
customer-led
provider
rather
than
a
product-led
 company by
evolving our
product offerings
to meet
the various
needs of
our customers,
being merchants.
While the
rest of
the
 industry is highly fragmented with companies providing 1-2 products on their platforms, we have positioned ourselves to provide
 an integrated suite of solutions for merchants. No single competitor offers the range of solutions we provide in the market. In this
we
face
a
competitive
environment
dependent
on
the
specific
product.
For
example,
while
traditional
South
 African banks
may dominate
the core
merchant acquiring
market, they
offer software
or alternative
digital products
for
 which we face a different universe of competitors.

 2.
 Our Consumer Segment
 Our Consumer Market
 Through
our
Division
we
focus
on
individuals
who
have
historically
been
excluded
from
traditional
 services.
Our
are
designed
for
consumers
at
the
lower
socioeconomic
end
of
the
Living
Standards
 Measures
("LSMs")
to
6,
which
comprises
people
as
of
2023
(according
to
a
report
by
Genesis
 Analytics). LSM is a
research tool used
in South Africa
to segment the population
based on living
standards rather than
 alone. It considers factors like access
to services and durable goods (for
example electricity, running water, appliances) to classify
 consumers into different groups, typically from LSM 1 (lowest)
to LSM 10 (highest).

 There are approximately 12.1
million permanent grant beneficiaries
in South Africa, in
addition approximately 9.0 million
people
 receive a Social Relief of Distress
("SRD") grant each month (according
to the South African Social Security
Agency ("SASSA") as
30, 2025).
As of
the date of
this Annual
Report, we have
approximately 2.1
million active
consumer customers
comprising
 1.9 million
grant beneficiaries
(approximately 90%
permanent grant
beneficiaries and
the balance
SRD grant
beneficiaries) and
0.2
EasyPay
Payouts
cardholders.
We
that
for
those
consumers
receiving
welfare
grants
from
the
South
 government, there are no other providers able to provide a transactional account, lending and insurance product under one ecosystem.
 Our proposition has a unique 'last mile' service and
distribution model whereby we go to the rural
and peri urban geographies across
 the country
to bring our
services to the
customer.
Through digitally enabled
onboarding, we can
open accounts
and issue a
physical
 card at the point of application.

 Our Consumer Solutions

 Our consumer
solutions serve
a wide breadth
of banking,
credit and
insurance capabilities
across their
 lifecycles to help them
 Receive Money
,
 Manage Money
,
 Borrow Money
, and
 Protect Assets
, as illustrated below.

 Our Consumer product offering is targeted at underserviced
South African consumers, and includes:

 Transactional accounts:

Low-cost EasyPay Everywhere ("EPE") transactional bank
account with access to
banking via
 card, mobile application,
web integration and
unstructured supplementary
service data ("USSD").
To
contextualize the
 value of USSD
for our consumers
- consumers often
have no data
nor access to
WiFi, so USSD is
a very effective channel
 for them. USSD
is a communication
protocol used by
mobile phones to
interact with a
mobile network operator's system,
 including real-time
interaction (no
need for
internet) and
works on
any mobile
phone, including
basic feature
phones.
 Consumers can manage and
use the funds
they receive with a
complementary debit card and
a mobile app, through
which
 they can withdraw cash at ATMs,
make purchases at points of sale, and pay bills. This helps us build a relationship with
 our consumers and cross-sell additional financial services over time.

 Lending:

We
utilize
our
access to
data on
money
flowing
in and
out of
our consumers'
deposit
 access to
short-term, unsecured
personal loans
to qualifying
EPE consumers.
For many
consumers, we
 their first-time access to regulated credit.

 Insurance:

We
help
our
EPE
consumers
protect
their
with
our
funeral
offering,
leveraging
our
 relationship with our consumers, and access to data.

 Payouts:

Secure payout solutions
for consumers, being
corporate employees who
receive work-related payments
from
 their employers (South African businesses) through us.

 Consumer Competitive Landscape and Market Share
 The consumer
market we
address today
is focused
on South
African grant
beneficiaries and
other payout
cardholders. We
 estimate an
addressable revenue
pool of
approximately $1.4
billion of
which
we believe
we have
6.5% market
 share of the
revenue in the market
 (according to SASSA grant data
and management's best estimates in 2024).

We have a different
 subset of competitors depending on the product
offering. While banks are the principal competitors for
transactional accounts, the
 lending market is dominated by micro-finance companies and the insurance
market by insurance companies.

 3.
 Enterprise Segment

 Our Enterprise Market
 Our Enterprise
Division serves more
than 750 Enterprise
clients with large
ecosystems of billpayers,
tenants, employees or
 constituents. The
Enterprise Division
is focused
on providing
strategic and
targeted
solutions that
facilitate payments
 consumers and businesses. Our target
market primarily focuses on our network
of more than 620 billers across
South Africa and
 over 100
corporate clients.
We
have deep
integrations across
municipal councils,
utility providers,
banks and
mobile operators
 who leverage our technology to create readily scalable solutions.

 Our Enterprise Solutions

 Instead of a
financial lifecycle, our
enterprise solutions organized
by platforms which
provide hardware, software
and services
 to different constituents,
as illustrated below.

 Our Enterprise product offering is focused across three core verticals
and includes:

 ADP:

By providing
the integration
technology to
enable any
customer in
to purchase
a prepaid
solution
 (e.g. airtime, electricity
or gaming) and/or
pay a bill
through channels such
as retailer distribution
networks and online
 banking apps.

 Utilities:

Provides a convenient
platform for tenants
to purchase and
top-up their prepaid
electricity meters which
enables
 landlords
to
the
usage
of
each
of
their
tenants
without
the
postpaid
risk.
This
was
incorporated
 following our acquisition of Recharger in March 2025 and is a low
churn annuity-based revenue model.

 Payments:

Houses the
proprietary payment
technology of
the Group,
particularly the
payment switch
enabling us
to
 insource components
payments value
chain to
create greater
efficiencies
and reduce
third party
dependencies.
 Ancillary
and
tokenization
are
also
offered
to
enterprise
clients.
This
solution
remains
a
modest
 contributor to the Enterprise Division's
revenue.
 Enterprise Competitive Landscape and Market Share
 We
estimate an
addressable revenue
pool of
approximately of
$200 million
of which
we believe
we have
 10.0% market share of the revenue in the market
 (according to South African Local Government Association 2024, Statista 2024,
 South African Treasury
2024, Grand View Research
2024 and management's
best estimates. Bill payments is a representation of
 the non-bank bill collection market in South Africa).
 Like
our
Division and
Division,
we
have
competitors
each of
our
core products,
however
no
 specific competitor participating across the integrated suite of products,
offered in our Enterprise Division.

 Human Capital Resources
 Over
the
last
few
years
we
have
built
a
diverse
team
of
high-caliber
individuals,
from
to
form
our
 leadership group. This
leadership group is
deeply committed to
building a high-performance
culture that is
based on our core
 and a commitment to the care and development of our people.
 Lesaka's Core Values:
 •
 Entrepreneurial spirit;
 •
 Integrity;
 •
 Collective wisdom;

 •
 Ownership; and
 •
 A bias to action.
 These are
our values
that underpin
our mission
to enable
Merchants
to compete
and grow,
and for
our Consumer
customers,
 which comprise
mainly grant
beneficiaries,
to improve
their lives,
by providing
innovative financial
technology and
value-creating
 solutions.
 Employee training and skills development
 We strongly believe that learning
is an ongoing process and that the majority of learning is in the doing. As such, while we offer
 a range of formal
programs (as listed further
below), more importantly,
we continue to encourage
a culture of learning
in everything
 that we do.
 Sustainable
employee
training
and
programs
employee
retention,
and
we
that
our
in
 employee development contributes
to high performance and
high employee engagement
as well as a strong pipeline
of talent for key
 and
critical roles
This
increases loyalty,
which
will in
turn contribute
to employee
retention.
We
offer
the following
 programs to enhance employee performance and skills:
 •
 training programs;

 •
 leadership development programs;

 •
 unemployed and employed learnerships;

 •
 internships;

 •
 financial assistance to pursue further studies and obtain formal qualifications;

 •
 other in-house and cross-functional training to aid with career advancement;
and

 •
 succession planning – training interventions to address scarce and critical skills.

 Equal opportunity
 Having an inclusive
and diverse workforce
which reflects our
economically active population
and society in
general, is crucial
 for helping the organization attract and retain talent and is important
for long-term organizational success. Our human capital team
in
 partnership with
our leaders
drive recruiting
and retaining
a talented
and diverse
workforce with
special focus
on hiring
previously
 disadvantaged
groups whenever
possible. We
are
committed
to
hiring
qualified
candidates without
regard
to
their
personal
status,
 while
taking
into
account
the
unique
circumstances
affecting
our
in
South
and
the
need
to
uplift
previously
 disadvantaged groups. This commitment extends to all levels of
our organization, including within senior management
and our board
 of directors.

 As of June 30, 2025, the composition of our workforce was:
 •
 53% female and 47% male;
 •
 42% between 18 and 34 years old, 53% between 35 and 54 years old, and 5% over
55 years old; and
 •
 66% Black, 9% two or more races, 10% Indian and 15% White.
 We have no
female named executive officer.
 We
to strive
to build
a more
inclusive workforce
and to
enhance our
pay structures
by taking
measures to
eliminate
 potential remuneration discrimination
and to help close gender pay gaps
to progress towards gender equality
at work. We
have taken
 positive strides towards a rewards philosophy that rewards high performance
and focuses on equal pay for work of equal value.
 Employee compensation programs
 We
are committed
to
ensuring
that
all
our
are
paid
fair
and
competitive
remuneration. To
that
end,
we
offer the
 following to our employees:

 •
 Access to a comprehensive medical, dental, and vision plan that our employees
have the option to join;
 •
 Access to a defined contribution retirement plan that our employees have
the option to join;
 •
 Paid sick, study, annual
and family responsibility leave;
 •
 Maternity benefits;
 •
 Life and disability insurance coverage;
 •
 Financial aid to fund tertiary education for children of employees;
 •
 Employee assistance programs; and
 •
 Product discounts.

 Annual
increases
and
incentive
are
based
on
merit,
which
is
communicated
to
at
onboarding
and
 documented as part of our annual remuneration review process.
 Our number
of employees
on a
segmental
and
group
basis as
2025,
2023,
is
 presented in the table below:
 Number of employees
 2025
 2024
 2023
 (1)
 1,542
 1,333
 1,306
 (1)
 1,957
 1,059
 (1)
 Total segments
 3,712
 2,522
 2,296
 Group
 (1)
 Total
 3,728
 2,531
 2,303
 (1) Consumer includes one executive officer for
each of fiscal 2024 and 2023. Merchant includes one executive officer
for each
 of fiscal 2024 and 2023. Group includes five executive officers for fiscal 2025, and two executive
officers for each of fiscal 2024 and
 2023.
 On a
functional basis,
as of June
30, 2025, five
employees were
our named
executive officers,
1,567 were
employed in
 sales and marketing, 703 were employed in finance and
administration, 432 were employed in information technology and 1,021 were
 employed in operations.
 Health and safety laws and regulations
 We
are
to various
South
that regulate
the health
and
safety of
our
South African-based
 workforce, including
those laws monitored
Department of
Employment and
Labour which
stipulates the
legal
 framework within
which we
need to
function. This
framework comprises
the Occupational
Health and
Safety Act,
Act 85
of 1993
 ("OHSA"),
the
Compensation
for
Occupational
Injuries
and
Diseases
Act,
Act
of
1993
("COIDA"),
the
Basic
Conditions
of
 Employment Act,
Act 75
of 1997
("BCEA") and
the Labour
Relations Act,
Act 66
of 1995
("LRA"). Compliance
with COVID-19
 regulations remains
regulated by the
National Institute of
Occupational Health ("NIOH"),
and the Occupational
Health Surveillance
 System
("OHSS"),
the
Centre
for
Scientific
Industrial
Research
("CSIR")
and
the
National
Institute
for
Communicable
Diseases
 ("NICD").
We
have
implemented
and regularly
update human
capital-related
policies that
are designed
to ensure compliance
with
 applicable South African laws and regulations.

 Our Executive Officers
 The table below presents our executive officers, their
ages and their titles:
 Name
 Age
 Title
 Ali Mazanderani
 Executive Chairman and Director
 Dan L. Smith
 Group Chief Financial Officer and Director
 Naeem E. Kola
 Group Chief Operating Officer and Director
 Lincoln C. Mali
 Chief Executive Officer: Southern Africa and Director
 Steven J. Heilbron
 Head of Corporate Development and Director
 Ali Mazanderani

has been our Executive
Chairman since February 1,
2024. He is a fintech
investor and entrepreneur.
He is the
 co-founder
and
chairman
of Teya,
a pan-European
fintech. He
is also
a non-executive
director
board of
several companies
 including Thunes (Singapore based
private fintech), Kushki (Latin
American payments company) and
is the president
of The European
 Digital Payments Industry Alliance
(EDPIA). He was previously
on the board of
several other leading payments
companies globally
StoneCo
(Nasdaq:
STNE)
in
Brazil
and
Network
International
Holdings
Plc
(LSE:NETW)
in
the
Middle
East.
He
was
 formerly a Partner at Actis, a London-based emerging market private equity firm, where
he led multiple landmark fintech investments
 globally. Prior to his career at Actis, Mr.
Mazanderani advised private equity and corporate clients for OC&C Strategy Consultants in
 London
and
served
as
lead
consultant
for
First
National
Bank
based
in
Johannesburg.
He
holds
postgraduate
degrees
in
 Economics from
the University of
Pretoria, Oxford University
and the London
School of Economics,
an MBA from
INSEAD and a
 Masters in Business Law from the University of St Gallen.
 Dan
L.
Smith

has
been
our
Group
Chief
Officer
since
1,
2024.
He
has
held
various
roles
in
the
 services sectors
Africa and
Kingdom. Mr.
Smith is
a director
of ADvTECH
Limited (JSE:
ADH). He
founded
 DLS Advisors in
2020 and
was its CEO
until joining
VCP in
2021, where
he was employed
until September
2024. Prior
to that, he
 was
employed
by
Standard
Bank
South
for
a
of
years
where
he
accumulated
vast
finance
experience,
 including heading the Mergers &
Acquisitions investment banking team.
He holds a
Bachelor of Commerce, a
Bachelor of Accounting
 and a Higher Diploma
in Taxation
Law from the University
of Witwatersrand
and is a Chartered
Accountant (SA). He is
a Graduate
 of
the
Oxford
Fintech
Programme
from
the
Sai d
Business
School,
University
of
Oxford.
He
also
has
an
Advanced

 Techniques certificat
ion from the Gordon Institute of Business Science and a Diploma in Strategic Client Management from the UCT
 Graduate School of Business.
 Naeem E. Kol
 a has been
our Group Chief
Operating Officer since October
1, 2024, and
was previously our
Group Chief Financial
 Officer from March 1, 2022 until September 30, 2024. Mr. Kola has progressively held senior finance roles in Dubai, most notably
as
 Chief Financial Officer of the Emerging
Markets Payments Group ("EMP"), a high-growth
fintech business that grew materially and
 successfully concluded and integrated
five acquisitions during
Mr. Kola's six-year tenure as Chief
Financial Officer. Prior to becoming
 Chief Financial Officer, Mr. Kola
was Senior Vice President
for Investments, Strategy
and Business Planning
at Network International.
 Since the acquisition
of EMP by
Network International in
2017, Mr.
Kola had been an
Operations Director and
Strategic Advisor to
 the emerging market private equity firm
Actis, where he again focused on fintech businesses.
He is a qualified Chartered Accountant
 (SA) and a member of the South African Institute of Chartered Accountants.
 Lincoln
C.
Mali

has
been
our
Chief
Executive
Officer:
Southern
since
May
1,
2021.
Mr.
Mali
is
a
 executive with over 25 years in the
industry. Until April 2021, he was the Head of Group
Card and Payments at Standard Bank
Group,
 having
served
in many
roles within
that organization
since 2001.
Mr.
Mali chaired
the board
of directors
of Diners
Club
until April
2021, and
was a
member of
the Central
and Eastern
Europe, Middle
East and
Africa Business
Council for
 Visa.
Mr.
Mali holds
Bachelor of
Arts (BA)
and Bachelor
of Laws
(LLB) degrees
from Rhodes
University,
an MBA
from Henley
 Management College, various diplomas and attended an Advanced
Management Program at Harvard Business School.
 Steven J.
Heilbron
 joined us following
the acquisition
of Connect
in 2022. Mr.
Heilbron has two
decades of
 experience,
having
spent
years
working
for
Investec
in
South
and
the
UK,
where
he
served
as
Global
Head
of
Private
 Banking and Joint Chief Executive
Officer of Investec Bank plc.
He led a private
consortium that acquired Cash
Connect Management
 Solutions (Pty) Ltd
("CCMS") in 2013.
Mr. Heilbron
has presided over
significant organic
growth in the
rebranded Connect Group,
 as well as
spearheading the successful
acquisition and integration of
Kazang and EFTpos
acquired from the
Paycorp Group in
 2020. He is a member of the South African Institute of Chartered Accountants
.

 Financial Information about Geographical Areas and Operating
Segments
 Refer
to
Note
to
our
audited
in
this
Annual
Report
contains
detailed
 information about our operating segments for fiscal 2025, 2024 and 2023. Revenues based on the geographic location from which the
 sale originated and geographic location where long-lived assets are held for the years ended June 30, are presented in the table below:
 (1)
 Long lived assets
 2025
 2024
 2023
 2025
 2024
 2023
 $'000
 $'000
 $'000
 $'000
 $'000
 $'000
 624,846
 537,594
 505,558
 392,098
 286,700
 300,104
 India (MobiKwik)
 -
 -
 -
 -
 Rest of the world
 34,855
 26,628
 22,413
 3,055
 2,548
 2,197
 Total
 395,153
 365,545
 378,598
 (1)
Refer to
Note 16
audited consolidated
in this
Annual Report
which contains
detailed
 financial information about our revenue for fiscal 2025, 2024
and 2023.
 Corporate history
 Lesaka was incorporated
in Florida in
May 1997 as
Net 1
UEPS Technologies, Inc. and
changed its name
to Lesaka Technologies,
 Inc. on May 12, 2022. In 2004, Lesaka acquired Net1 Applied Technology
Holdings Limited ("Aplitec"), a public company listed on
 the Johannesburg
Stock Exchange
("JSE"). In
2005, Lesaka
completed an
initial public
offering
and listed
NASDAQ Stock
 Market. In
2008, Lesaka
listed on
the JSE
in a
secondary listing,
which enabled
the former
Aplitec shareholders
(as well
as South
 African residents generally) to hold Lesaka common stock directly.
 Available information
 We maintain a website at www.
lesakatech.com. Our Annual Report, Quarterly Reports on Form 10-Q, Current Reports on Form
 8-K, and amendments to those reports, as well as our proxy statements, are available free of charge through the "SEC filings" portion
 of our website,
as soon as
reasonably practicable after
they are filed
with the SEC.
The information contained
on, or accessible
through,
 our website is not incorporated into this Annual Report.
 The SEC
maintains a
website at
www.sec.gov
that contains
reports, proxy
and information
statements, and
other information
 regarding issuers that file electronically with the SEC.

 ITEM 1A. RISK FACTORS

 OUR OPERATIONS
AND FINANCIAL
RESULTS
ARE SUBJECT
TO VARIOUS
RISKS AND
UNCERTAINTIES,
 INCLUDING
THOSE
DESCRIBED
BELOW,
THAT
COULD
ADVERSELY
AFFECT
OUR
BUSINESS,
FINANCIAL
 CONDITION, RESULTS
OF OPERATIONS,
CASH FLOWS, AND THE TRADING PRICE OF OUR COMMON STOC
K
 Risks Relating to Our Business
 To achieve our mission, our
strategy is to
build and operate
the leading South
African full service
fintech
 platform offering cash
management, payment and
financial services. Our
future success, and
our ability to
 return
to
profitability
and
positive
cash
flow
is
substantially
dependent
on
our
to
the
 implementation of this strategy successfully.
 Our board conducted an extensive
review of our business strategy
and operations in July 2020,
and decided to focus on
our South
and
other
opportunities
in
South
and,
to
a
lesser
extent,
the
rest
of
the
continent.
The
 restructuring
of
the
and
of
were
integral
parts
of
the
to
return
the
to
 profitability
and
positive
cash
flow.
We
have
made
progress
on
both
of
these
initiatives,
the
of
 Adumo
and
and
the
of
Bank
Zero
(which
remains
to
the
fulfilment
or
waiver
of
various
precedent),
however
we
cannot
assure
you
that
we
will
be
able
to
our
successfully
and
return
to
 profitability and positive cash flow.
 Even if we do return to profitability, achieving net income does not necessarily
ensure positive cash flows. Future periods of net
from
could
in
negative
cash
flow
and
may
hamper
ongoing
or
prevent
us
from
sustaining
or
 expanding our business. We cannot assure you that we will achieve, sustain or increase profitability in the future and if we do not, our
 business will be materially and adversely affected.
 We
have a
significant amount
of indebtedness that
requires us
to comply with
restrictive and financial
 covenants. If we are unable to comply with these
covenants, we could default on this debt, which would have
 a material adverse effect on our business and financial condition.
 As of June 30,
2025, we had
aggregate borrowings outstanding
of ZAR 3.6 billion
($200.8 million translated
at exchange rates
 as of June 30, 2025). We partially funded certain of
our recent acquisitions through South
African bank borrowings. We, together with
and the majority
of Lesaka SA's directly and indirectly wholly-owned
subsidiaries, have agreed
to guarantee the
 of
SA
and
of
the
other
borrowers
under
the
of
the
to
the
lenders.
Certain
of
these
contain
 customary covenants which include a
requirement for Lesaka SA
to maintain specified Net
Debt to EBITDA and
Interest Cover Ratios
 (as defined in
the lending agreements) and
restricts the ability
of Lesaka SA,
and certain of
its subsidiaries to
make certain distributions
 with respect
to their
capital stock,
prepay other
debt, encumber
their assets,
incur additional
indebtedness, make
investment above
 specified levels, engage in certain business combinations and engage in
other corporate activities.
 The borrowings through our merchant lending operations, through Cash
Connect Capital (Pty) Ltd ("CCC") and K2020 Connect
 (Pty) Ltd ("K2020"),
include a ZAR 400
million revolving credit
facility agreement. This
facility contains customary
covenants that
 require
the borrowing
parties to
collectively
a specified
capital adequacy
ratio, restrict
the ability
entities
to make
 certain distributions with respect to
their capital stock, encumber their assets,
incur additional indebtedness, make investments, engage
 in certain business combinations and engage in other corporate activities.
 These security arrangements and covenants may
reduce our operating flexibility or
our ability to engage in
other transactions that
 may
be
beneficial
to
us.
If
we
are
unable
to
comply
with
the
covenants,
we
could
be
in
default
and
the
indebtedness
could
be
 accelerated. If this were to occur, we might not be able to obtain waivers of default or to refinance the debt with another lender and as
 a result, our business, financial condition and stock price would suffer.
 Failure to complete, or delays in completing, the
Bank Zero acquisition, could materially and adversely
 affect our results of operations and stock price.
 The
completion
Bank
Zero
is subject
to
a
of
precedent,
receipt
of
 approvals and certain third-party consents. Some of these conditions are
outside our control.
 To
the
acquisition,
we
must
make
filings
with,
and
obtain
consents
and
approvals
from,
various
 governmental and regulatory authorities.
The regulatory approval processes may
take a lengthy period of time to complete,
and there
 can be no assurance
as to the outcome
of the approval processes,
including the undertakings
and conditions that
may be required
for
 approval, or whether the regulatory approvals will be obtained at all.

 In addition,
the completion
acquisition is
conditional
on, among
other things,
no action
or circumstance
occurring that
 would result in a material adverse effect on the Bank Zero's
business operations or financial results.
 We cannot
provide any assurance regarding if or
when all conditions precedent to the acquisition
will be satisfied or waived. If,
 for any reason, the acquisition is
not completed, or its completion is
materially delayed and/or the transaction agreement is terminated,
 the market price of our common stock may be materially and adversely
affected.
 In addition, if the acquisition is not completed for any reason, there are risks that (i) the announcement of the acquisition and (ii)
 the dedication
of management's
attention and other
of our resources
to the completion
thereof, could have
a negative impact
on our
 relationships with our stakeholders
and could have a material
adverse effect on
our current and future operations,
financial condition
 and prospects.
 We may not realize some or all of the anticipated benefits
from the Bank Zero acquisition or
we may fail
 to realize
some or
all of
the expected
benefits of
certain recently
integrated acquisitions,
including Adumo
 Even
if
we
the
Bank
Zero
acquisition,
we
may
experience
unforeseen
events,
or
circumstances
that
may
 adversely affect us. For
example, we may
incur unexpected costs,
charges or expenses resulting
from the transaction,
including charges
 to
if
Bank
Zero's
does
not
perform
as
expected.
Our
expectations
Bank
Zero's
and
 prospects
be realized,
as a
result of
the financial
condition of
the markets
that Bank
Zero serves.
In
 addition, there are risks associated with Bank Zero's product and service offerings or
results of operations, including the risk of failing
 to comply with certain regulatory rules required to operate its business.
 Further,
there
are numerous
challenges, risks
and
costs involved
with integrating
the operations
of Bank
Zero with
ours. For
 example, integrating
Bank Zero
company will
require significant
attention from
our senior
management which
may divert
 their attention from our day-to-day business. The difficulties of
integration may also be increased by cultural differences between our
 two organizations and the necessity of retaining and integrating
personnel, including Bank Zero's
key employees.

 During fiscal
2025 we
closed the
acquisitions of
Adumo and
Recharger and
have integrated
their businesses
ours. As
 these businesses have only been
recently integrated in our business
there is a risk
that we may fail to
realize some or all
of the expected
 benefits from these acquisitions.
 Our Sarbanes-Oxley
Act of
2002 ("Sarbanes")
management certification
and auditor
attestation regarding
the effectiveness
of
 our internal control over
financial reporting as of
June 30, 2025, excludes
the operations of
Adumo and Recharger as these
 were only closed during fiscal 2025. The requirement to evaluate and report on our internal
controls also applies to companies that we
 acquire,
Bank
Zero.
As
a
group
of
South
private
companies
prior
to
acquisition,
Adumo,
and
more
recently
were not required to comply with Sarbanes prior
to the time we acquired them. The integration
of Adumo, Recharger and
 Bank
Zero
over
reporting would
be
to require
time
and
resources
from
our
 management and other
personnel and is
expected to increase our
compliance costs. If
we fail to successfully
integrate the operations
 of Adumo,
Recharger and
Bank Zero
reporting, our
 may not be effective.
 As such, if some or
all of the aforementioned
risks materialize, our ability to
successfully integrate Bank Zero's
operations into
 our business
and realize
the associated
benefits of
that acquisition
could be
adversely impacted.
This could
lead to
the recording
of
 material impairments, and as a result, our financial condition, results of
operations, cash flows and stock price could suffer.
 We may undertake acquisitions
that could
increase our
costs or
liabilities or
be disruptive
business.
 Acquisitions are
an integral part
of our new
growth strategy
as we seek
to expand our
business and deploy
our technologies
in
 new markets
in Southern
Africa. However,
able to
locate suitable
candidates at
prices that
we consider
 appropriate.
If
we
do
identify an
appropriate
candidate,
we
may
able to
successfully
negotiate
the
terms
of
the
 transaction, finance it
or, if the
transaction occurs, integrate the
new business into
our existing business.
These transactions may
require
 debt financing or additional equity financing, resulting in additional leverage
or dilution of ownership.
 Acquisitions of businesses
or other material
operations and the
integration of these
acquisitions or their
businesses will require
 significant attention
from members
of our senior
management team,
which may
divert their
attention from
our day-to-day
business.
 The difficulties
of integration
may be
increased by
the necessity
of integrating
personnel with
disparate business
backgrounds
and
 combining
corporate cultures.
We
also may
able to
retain key
employees or
of an
acquired business
or
 realize
cost
efficiencies
or
synergies
or
other
benefits
that
we
anticipated
when
selecting
our
candidates.
Acquisition
 candidates may have liabilities or adverse operating issues that we fail to
discover through due diligence prior to the acquisition.
 We
may
need
to record
write-downs
from future
impairments of
goodwill or
other intangible
assets, which
could reduce
our
 future reported earnings.

 Geopolitical conflicts,
including the
conflict between
Russia and
Ukraine and
Middle East,
may
 adversely affect our business and results of operations.
 The current conflicts between Russia and Ukraine, and in the Middle East are creating substantial uncertainty about the future of
 the global economy.
Countries across the globe have instituted sanctions and other penalties
against Russia. The retaliatory measures
 that have been taken, and
could be taken in the future,
by the U.S., NATO,
and other countries have created
global security concerns
 that could
result in broader
European military
and political conflicts
and otherwise
have a substantial
impact on
regional and
global
 economies, any or all of which could adversely affect our business.
 While the broader consequences are uncertain at this time, the continuation
and/or escalation of the conflicts, along with any
 expansion of the conflict to surrounding areas, create a number of risks that could
adversely impact our business, including:
 •
 Increased inflation and significant volatility in the macroeconomic environment;
 •
 Disruptions to our technology infrastructure, including through
cyberattacks, ransom attacks or cyber-intrusion;
 •
 Adverse changes in international trade policies and relations;
 •
 Disruptions in global supply chains; and
 •
 Constraints, volatility or disruption in the credit and capital markets.
 All of these risks could materially
and adversely affect our business
and results of operations. We
are continuing to monitor the
 situation in Ukraine, the Middle East and globally and assessing the potential
impact on our business.
 A prolonged economic
slowdown or lengthy
or severe recession
in South Africa
or elsewhere could
harm
 our operations.
 A prolonged economic
downturn or recession
in South Africa
could materially
impact our results
from operations, particularly
 in light
of electricity
disruptions, a
significantly weak
USD/ ZAR
exchange rate
compared with
previous periods,
and our
strategic
 decision to focus on
our South African operations. Economic
confidence in South Africa, our
main operating environment, is
currently
 low and, as
a result, the
risk of a
prolonged economic downturn
is increased, which
could have a
negative impact on
merchants and
 retailers; mobile
phone operators;
our account
holders; the level
of transactions
we process; the
take-up of
the financial
services we
 offer
and
the ability
to
repay our
loans or
to
pay
their insurance
premiums.
If financial
institutions
and
retailers
 experience decreased demand for their products
and services, our hardware, software, related
technology sales and processing revenue
 could decrease.
 Any economic slowdown may be further exacerbated by the
recently imposed trade tariffs on South Africa by the
U.S. While the
 South African government
intends to negotiate the
reduction of the
30% tariff hike,
it is uncertain
as to whether the
planned attempt
 to negotiate will result
in the desired outcome.
It is therefore necessary to
consider the macroeconomic
effect of the tariff
hike in the
 context of
the South
African economy
which may
ultimately have
a ripple effect
on our operations
as our client
consists of,
but are
 not limited
to, merchants,
retailers, mobile
phone operators
and account
holders. We
are unable
to quantify
the impact
tariff
 hike on our business and results of operations.
 Our
our ATM
network
requires that
we
to have
access to
an
agreement
with
 African Bank to provide liquidity to operate our ATM network.
 The operational
maintenance
ATM
network,
along with
an increase
client base,
necessitates
 access to large amounts
of cash to stock the
ATMs
and maintain uninterrupted service
levels. In September 2024,
we entered into an
 arrangement with African Bank Limited ("African Bank") and certain cash-in-transit service
providers to fund our ATMs.
Under this
 arrangement, African Bank will use its cash resources to fund our ATMs
and it is specifically recorded that the cash in our ATMs
are
 African Bank's
property.
Therefore, as
we have
not utilized
a facility
to obtain
the cash,
and do
not own
or control
the cash
for an
 extended period of time, we do not record
cash or cash equivalents and borrowings in our
consolidated statement of financial position.
 Cash withdrawn from our ATMs by our EPE customers and other consumers are settled through the interbank settlement system from
 the ATM
users bank account to African Bank's
bank accounts. We pay
African Bank a monthly fee for the service provided which is
 calculated based on the cumulative
daily outstanding balance of cash
utilized multiplied by the South
African prime interest rate less
 1%. We
are exposed to
the risk of
cash lost while
it is in
our ATMs
(i.e. from theft)
and are required
to repay African
Bank for any
 shortages.
 We
be able
to extend
the terms
arrangement with
African Bank
and certain
cash-in-transit service
providers to
 fund our ATMs
on commercially reasonable
terms or at all. Our
ability to continue the
uninterrupted operation of our
ATM
network
 will be adversely
impacted by our
failure to
renew these arrangements,
any adverse change
to the terms
of these arrangements,
or a
 significant reduction in the amounts provided under these arrangements. We
may also suffer reputational damage if our service levels
 are negatively impacted due to the unavailability of cash.

 Our
microlending
loan
book
and
book
expose
us
to
risk
and
our
 allowance for doubtful finance loans receivable may not be sufficient to absorb future write-offs.
 All of our microfinance loans made are for a period of nine months or less and all of our merchant
lending is for a period of less
 than
months.
We
have
created
an
for
doubtful
finance
loans
receivable
to
these
books.
When
creating
the
 allowance, management considered factors including the period
of the finance loan outstanding,
creditworthiness of the customers and
 the past payment
history of the borrower.
We
consider this policy
to be appropriate
as it takes into
account factors such
as historical
 bad debts, current
economic trends and
changes in our customer
payment patterns. However,
additional allowances may
be required
 should the ability of our customers to make
payments when due deteriorate in the future. A
significant amount of judgment is required
 to assess the ultimate recoverability of these microfinance loan receivables.
 We may face competition from other
companies that offer innovative
payment technologies and payment
 processing,
which
could
in
the
loss
of
our
existing
and
our
to
 successfully market additional products and services.
 Our primary competitors in
the payment processing
market include other independent
processors, as well
as financial institutions,
 independent
sales
new
digital
and
fintech
entrants
and,
potentially
card
networks.
Many
of
our
competitors
are
 companies who
are larger
than we
are and
have greater
financial and
operational resources
than we
have. These
factors may
allow
 them to offer better pricing
terms or incentives to customers, which
could result in a loss of our potential
or current customers and/or
 force us to lower our prices. Either of these actions could have a significant effect
on our revenues and earnings.
 Our
success
will
depend
in
part
on
our
to
attract,
integrate,
retain
and
incentivize
key
 personnel
and
a
sufficient
of
skilled
employees,
particularly
in
the
technical,
sales
and
senior
 management areas.
 We believe our management team has the right experience
and skills to execute on our strategy. However,
in order to succeed in
 our product
development and
marketing efforts,
need to identify
and attract new
qualified technical
and sales personne
l, as
 well as motivate and retain our
existing employees. As a result, an
inability to hire and retain such
employees would adversely affect
 our ability to
achieve our strategic
goals and maintain
our technological relevance.
We may face difficulty in
assimilating, transitioning
 and integrating
newly-hired
personnel or
management of
any future
acquisitions into
our existing
management team,
and this
may
 adversely affect
our business. Competitors
may attempt
to recruit
our top
management and
employees. In
order to
attract and retain
 personnel in
a competitive
marketplace, we
must provide
competitive pay
packages, including
cash and equity
-based compensation
 and
the
volatility
in
our
stock
price
may
from
time
to
time
our
to
recruit
or retain
employees.
We
do
not
any
"key
person"
life
policies.
If
we
fail
to
attract,
integrate,
retain
and
incentivize
key
personnel
and
skilled
 employees, our ability to manage and grow our
business could be harmed and our product
development and marketing activities could
 be negatively affected.

 Cybersecurity breaches and other system disruptions pose a significant threat to business operations.
 As a fintech organization reliant on digital infrastructure, we
are highly susceptible to cybersecurity incidents involving sensitive
 data
such
as personally
identifiable
("PII"),
card
("PCI"),
and
proprietary
business records.
Our
 exposure
the
risk
of data
breaches,
ransomware,
denial-of-service
attacks,
and
unauthorised
system
access.
Although
we
 follow the National Institute
of Standards and
Technology ("NIST") Cybersecurity Framework in our
security controls, evolving cyber
 threats
mean
no
system
is
invulnerable.
A
successful
breach
could
in
losses,
penalties,
 reputational
damage,
operational interruptions,
and legal
consequences. Prolonged
or frequent
breaches or
system disruptions
may
 diminish
trust, potentially
leading
to
consider
our
unreliable,
which
could
adoption
and
harm
 brand reputation.
Addressing breaches
or system disruptions
can significantly
strain staff
resources and delay
new service launches.
 Furthermore, if customers rely on
our products for critical transactions,
a breach could disrupt their
businesses and lead to claims
for
 compensation. Even if unsuccessful, this type of claim could be time-consuming
and costly for us to address.
 Although certain of our systems
have been designed to reduce
downtime in the event of
outages or catastrophic occurrences, they
 remain vulnerable to damage or interruption from earthquakes, floods, fires, power loss, telecommunication
failures, terrorist attacks,
 computer viruses, computer denial-of-service attacks and similar events. Some of
our systems are not fully
redundant, and our disaster
 recovery planning may not be sufficient for all eventualities.
 Protection against fraud is of key
importance to the purchasers and end
users of our solutions. We
incorporate security features,
 including encryption
software, biometric
identification and
secure hardware,
into our solutions
to protect
against fraud in
electronic
 transactions and to provide for the privacy and integrity of
cardholder data. Our solutions and systems may be vulnerable to
breaches
 in security due to
defects in the security mechanisms,
the operating system, applications
or the hardware platform
as well as through
 risk introduced
environment through
third party
suppliers, which
the group
relies heavily
on. Security
vulnerabilities could
 jeopardize the security of
information transmitted using our solutions.
If the security of our
solutions is compromised, our
reputation
 and marketplace acceptance of
our solutions may be
adversely affected, which would cause
our business to
suffer, and we may become
 subject to damages claims. We
have not yet experienced any significant security breaches affecting
our business.

 Despite
robust
measures,
unforeseen
cyber
incidents
or natural
disasters
could
trigger
lengthy
interruptions.
Existing
 business interruption insurance may not adequately compensate for losses stemming
from cybersecurity failures.
 Defending
our
intellectual
property
rights
or
defending
ourselves
in
infringement
suits
that
may
be
 brought against us is expensive and time-consuming and may not be successful.
 Litigation to enforce our trademarks or other intellectual property rights or
to protect our trade secrets could result in substantial
 costs
and
may
not
be
successful.
Any
loss
of,
or
inability
to
protect,
intellectual
property
in
our
technology
could
diminish
our
 competitive
advantage and
also seriously
harm our
business. In
addition,
the laws
of certain
countries may
not protect
our
 intellectual property rights to the same extent as do the laws in countries where we currently have protection. Our means of protecting
 our intellectual property rights in countries where we currently have protection, or any other country in which we operate, may not be
 adequate to
fully protect
our intellectual
property rights.
Similarly,
if third
parties claim
that we
infringe their
intellectual property
 rights, we
may be
required to
incur significant
costs and
devote substantial
resources to
the defense
of such
claims, to
discontinue
 using and
selling any
infringing technology
and services,
to expend
resources to
develop non-infringing
technology or
to purchase
 licenses or pay royalties
for other technology.
In addition, if we
are unsuccessful in
defending any such third-party
claims, we could
 suffer costly judgments and injunctions that
could materially adversely affect our business,
results of operations or financial
condition.
 We
may incur
material losses
in connection
with our
movement of
cash through
our infrastructure
in
 South Africa.
 In our merchant
business we collect
and process large
volumes of cash
from our customers,
assuming the
risk of loss
 moment that cash is
deposited into our vaults.
We are then responsible for its
collection and transportation to
processing centers, which
 we outsource to various cash-in-transit service providers. These services extend
across all areas of South Africa.
 South Africa suffers
from high levels
of crime and
in particular cash-in-transit
heists. We
cannot insure against
certain risks of
 loss or theft
of cash from
our delivery and
collection vehicles, and
we will therefore
bear the full
cost of certain
uninsured losses
or
 theft in connection with
the cash handling process
Such losses could materially
and adversely affect our financial
condition, cash flows
 and results
of operations.
We
have not
incurred any
material losses
resulting from
cash distribution
in recent
years, but
there is
no
 assurance that we will not incur any such material losses in the future.
 We depend upon third-party suppliers, making us vulnerable to supply shortages and price fluctuations,
 which could harm our business.
 We
obtain our
smart cards,
ATMs,
electronic payment
and POS
devices, components
for our
vaults, components
to repair
the
 ISV (independent
software vendor)
division's
POS hardware, and
the other hardware
we use in
our business from
a limited number
 of suppliers, and
do not manufacture
this equipment ourselves.
We generally do not have
long-term agreements with
our manufacturers
 or component suppliers.
If our suppliers
become unwilling or
unable to provide
us with adequate
supplies of parts
or products when
 we need them,
or if they
increase their prices,
we may not
be able to
find alternative
sources in a
timely manner
and could be
faced
 with a critical shortage. This
could harm our ability to meet customer
demand and cause our revenues
to decline. Even if we are
able
 to secure alternative sources in a timely manner,
our costs could increase as a result of supply or geopolitical shocks, which
may lead
 to an
increase in
the prices
of goods
and services
from third
parties. A
supply interruption,
the previous
global shortage
of
 semiconductors, or
an increase
in demand
beyond current
suppliers' capabilities
could harm
our ability
to distribute
our equipment
 and thus to
acquire new customers
who use our
technology. Any
interruption in the
supply of the
hardware necessary to
operate our
 technology, or our inability to obtain substitute equipment at acceptable prices in a
timely manner, could impair our ability to meet the
 demand of our customers, which would have an adverse effect on
our business.
 Our EasyPay Insurance business exposes us to risks typically experienced by life assurance companies.
 EasyPay Insurance Limited ("EasyPay Insurance")
is a life insurance company and exposes us to risks typically
experienced by
 life assurance companies.
Some of these
risks include the
extent to which
we are able
to continue to
reinsure our risks
at acceptable
 costs, reinsurer
counterparty risk,
maintaining regulatory
capital adequacy,
solvency and
liquidity requirements,
our ability
to price
 our insurance
products appropriately,
the risk
that actual
claims experience
may exceed
our estimates,
the ability
to recover
policy
 premiums from our customers and the
competitiveness of the South African insurance
market. If we are
unable to maintain our desired
 level of reinsurance
at prices that
we consider acceptable,
we would have
to either accept an
increase in our
risk exposure or
reduce
 our insurance writings. If our reinsurers are unable to meet their commitments to us in a timely manner, or at all, we may be unable to
 discharge our
obligations under our
insurance contracts. As
such, we are
exposed to counterparty
risk, including credit
risk, of these
 reinsurers.
 Our
product
pricing
returns,
mortality,
morbidity,
persistency
and
costs
and
of
the
business.
Using
the
wrong
to
price
our
could
and
 adversely affect our financial
position, results of
operations and cash flows.
If our actual
claims experience is
higher than our
estimates,
 our financial position, results of
operations and cash flows could be
adversely affected. Finally,
the South African insurance industry
 is
highly
competitive.
Many
of
our
competitors
are
well-established,
represented
nationally
and
similar
and
we
 therefore may not be able to effectively penetrate the South
African insurance market.

 Risks Relating to Operating in South Africa and Other Foreign Markets
 Operating in
Southern and East
Africa, both
emerging markets, subjects
us to
greater risks than
those
 we would face if we operated in more developed markets.
 Emerging markets such as
Southern Africa are subject
to greater risks
than more developed markets.
While we focus
our business
on
emerging
markets
that
is
where
we
perceive
the
greatest
opportunities
to
our
and
 successfully, the
political, economic and market conditions
in these markets present risks that
could make it more difficult
to operate
 our business successfully.
 Some of these risks include:
 •
 Political, legal and economic instability,
including higher rates of inflation and currency fluctuations;
 •
 High levels of corruption, including bribery of public officials;
 •
 Loss due to civil strife, acts of war or terrorism, guerrilla activities and insurrection;
 •
 A
lack
of
well-developed
legal
which
could
make
it
difficult
for
us
to
enforce
our
intellectual
property
and
 contractual rights;
 •
 Logistical, utilities (including electricity and water supply) and communications
challenges;
 •
 Potential
adverse
in
laws
and
practices,
import
and
export
license
and
 restrictions, tariffs, legal structures and tax laws;
 •
 Difficulties in staffing and managing operations
and ensuring the safety of our employees;
 •
 Restrictions on the right to convert or repatriate currency or export assets;
 •
 Greater risk of uncollectible accounts and longer collection cycles;
 •
 Indigenization and empowerment programs;

 •
 Exposure to liability under the UK Bribery Act; and
 •
 Exposure to
liability under
U.S. securities
and foreign
trade laws,
including the
Foreign Corrupt
Practices Act,
or FCPA,
 and regulations established by the U.S. Department of Treasury's
Office of Foreign Assets Control, or OFAC.
 If
we
do
not
achieve
applicable
Broad-Based
Black
Economic
Empowerment
objectives in
our
South
 African businesses, we
may be subject
to fines and
we risk losing
our government and/or
private contracts.
 In addition,
it is
possible that
be required
to increase
the Black
shareholding of
our company
in a
 manner that
could dilute
your ownership
and/or change
the companies
from which
we purchase
goods or
 procure services (to companies with a better BEE Status Level).
 The legislative framework for the promotion of Broad-Based Black Economic Empowerment ("BEE") in South Africa has been
 established through
the Broad-Based
Black Economic
Empowerment
Act, No.
53 of
2003, as
amended from
time to
time, and
the
BEE
Codes
of
Good
Practice,
2013,
or
BEE
Codes,
and
any
sector-specific
codes
of
good
practice,
or
Sector
Codes,
 published pursuant
thereto. Sector
Codes are
fully binding
between and
among businesses
operating in
a sector
for which
a Sector
 Code has been
published. Achievement
of BEE objectives
is measured by
a scorecard which
establishes a weighting
for the various
 elements. Scorecards
are independently
reviewed by
accredited BEE
verification agencies
which issue
a verification
certificate that
 presents an
entity's
BEE Status
Level. This
BEE verification
process must
be conducted
on an
annual basis,
resultant BEE
 verification certificate is only valid for a
period of 12 months from
the date of issue. Under
our consolidated scorecard, which includes
 all South African businesses, we currently hold a BEE Status Level 2.
 Two
businesses, being
EasyPay Financial
Services (Pty)
Ltd ("EP
FS") and
EasyPay Insurance
Limited,
 are
to
the
Sector
Code,
or
the
FS
Sector
Code,
and
all
other
businesses
are
under
the
 Department
of Trade
and Industry
(DTI)
Generic
Codes. The
FS Sector
Code have
been amended
and aligned
new BEE
 Codes and
were promulgated
in December
2017. Licensing
and/or regulatory
authorities overseeing
these South African
businesses
 may set minimum adherence
requirements to BEE
standards as a
condition for an
operating license to
trade. The minimum
requirement
 under the Financial Sector
Code is Level 8. We
currently have a BEE
Status Level 5 for
EP FS and BEE Status
Level 4 for EasyPay
 Insurance.

 The BEE scorecard includes
a component relating to management
control, which serves to determine
the participation of Black
 people in the board, as
well as at various
levels of management within a
measured entity (including, inter alia,
Executive Management,
 Senior Management,
Middle Management
and Junior
Management). The
BEE Codes
and/or Sector
Codes define
the terms
"Senior
 Management", "Middle
Management" and
"Junior Management"
as those occupational
categories as determined
in accordance
with
 the
Employment
Regulations,
with
specific
emphasis
on
improving
participation
in
proportion
to
the
demographics
of
the
 Economically
Active
Population
of
South
Africa,
as published
by
Statistics South
Africa,
from
time
to
time.
Employment
 legislation seeks to
drive the alignment
of the workforce
with the racial
composition of the
economically active population
of South
and
accelerate
the
achievement
of
employment
targets,
introducing
monetary
fines
for
non-compliance
with
the
 Employment Equity legislation and misrepresented submissions. Annexure EEA9 to the Employment
Equity Regulations sets out the
 various occupational levels which are determined in accordance with the relevant grading systems applied by the measured entity and
 referred to in said Annexure.

 During fiscal 2025, we made cash contributions to 36 community-based organizations and enterprises to enable them to
promote
and strengthen
their capacity
to develop
innovative platforms
or provide
services to
the markets
they
serve. We
were also
 involved in disaster relief efforts for 275 families who were affected by disasters such as
floods, cyclones and fires. We also advanced
 digital transformation in over 80 high schools by donating over 3,800 mobile devices. On November 14,
2024, our shareholders voted
 on and approved the funding and issuance of 2,490,000 shares
of our common stock to the Lesaka ESOP
Trust. The Lesaka Employee
 Share Ownership
Plan ("ESOP")
is designed
to create
alignment with
our long-term
growth objectives.
The Lesaka
is
 also expected to advance our transformation initiatives and plays an important
role in improving our BEE Status Level.
 However, it
is possible that these
and other actions
may not be sufficient
to enable us to
achieve the applicable
BEE objectives
 set out for specific financial years. In that event, in order to maintain competitiveness in the South African marketplace, we may have
 to seek to
increase compliance through other means,
including by selling or
placing additional shares
of Lesaka or
of our South African
 subsidiaries to Black
South Africans (either directly
or indirectly), over
and above what has already
been approved, and/or
changing
 to suppliers that
have higher BEE Status
Levels. Such sales
or placements of
shares could have a
dilutive impact on
your ownership
 interest, which could cause the market price of our stock to decline.
 We expect
that our BEE Status Level
will be important in order
for us to remain
competitive in the South
African marketplace.
 We continually seek
ways to improve our BEE Status Level, especially the ownership (so-called "equity") and procurement elements
 thereof.
 We
may not be
able to effectively
and efficiently
manage the disruption
to our operations
as a result
of
 erratic electricity supply in
South Africa, which could
adversely affect our, financial position, cash flows
and
 future growth.
 Our businesses in
South Africa are
dependent on electricity
generated and supplied
by the state-owned
utility,
Eskom, in order
 to operate, and,
in recent years, Eskom
has been unable to
consistently generate and
supply the amount of
electricity required by
the
 South
economy
which
has
resulted
in
and
often
unpredictable
supply
disruptions.
Eskom
has
 implemented
a number
of short-
and
mitigation
plans
to
correct
these
issues, but
supply
disruptions
continued
to occur
 regularly and with no predictability, although consistency of electricity supply has improved significantly since April 2024. As part of
 our
business continuity
programs, we
have
installed back-up
diesel generators
for
us to
to operate
our
core data
in
the
event
of
intermittent
disruptions
to
our
supply.
We
have
to
perform
regular
and
 maintenance of these
generators and also
source and manage
diesel fuel levels.
We
may also be
required to replace
these generators
 on a more frequent basis due to the additional burden placed on them.
 Our results of operations, financial position, cash flows
and future growth could be adversely affected if Eskom is
unable to raise
 sufficient funding to operate
and/or commission new electricity-generating
power stations in accordance with its
plans, or at all, or if
 we are unable to effectively and efficiently test, maintain,
source fuel for, and replace, our generators.
 Fluctuations in
the value
rand have
had, and
will continue
to have,
a significant
on
our
of
operations,
which
may
make
it
difficult
to
evaluate
our
 performance between reporting periods and may also adversely affect our stock price.
 The South
African rand,
or ZAR,
is the
primary operating
currency for
our business
operations while
our financial
results are
 reported in U.S. dollars. Therefore, any depreciation in
the ZAR against the U.S. dollar, would negatively impact
our reported revenue
 and net
income. The
U.S. dollar/ZAR
exchange rate
has historically
been volatile
and we
expect this
volatility to
continue (refer
to
 Item
7—"Management's
Discussion
and
Analysis
of
Condition
and
Results
of
Operations—Currency
Rate
 Information.").
Due
to
the
fluctuation
in
the
value
of
the
ZAR
and
its
on
our
results,
you
may
find
it
 difficult to
compare our results
of operations between
financial reporting periods
even though we
provide supplemental information
 about our
results of
operations determined
on a
ZAR basis.
Similarly,
depreciation in
the ZAR
may negatively
impact the
prices at
 which our stock trades.
 We generally do not engage in any currency hedging
transactions intended to reduce the
effect of fluctuations in foreign currency
 exchange rates on our results of
operations, other than economic hedging
using forward contracts relating to
our inventory purchases
 which are settled in U.S.
dollars or euros. We
cannot guarantee that we will
enter into hedging transactions
in the future or,
if we do,
 that these transactions will successfully protect us against currency fluctuations.
 South Africa's
high levels of
poverty, unemployment
and crime may
increase our costs
and impair our
 ability to maintain a qualified workforce.
 While South Africa has a highly developed financial and legal infrastructure, it also has high levels of crime and unemployment,
 relative to peer
countries in Africa
and other emerging
economies, and there
are significant differences
in the level
of economic and
 social development among its people,
with large parts of the population,
particularly in rural areas, having limited
access to adequate
 education, healthcare, housing and other
basic services, including water
and electricity. In addition, South Africa has
a high prevalence
 of
HIV/AIDS
and
tuberculosis,
the
of
which
may
be
exacerbated
in
the
by
the
discontinuation
of
the
U.S.
 government's funding of certain HIV/AIDS
research and outreach programs.

 Government policies
aimed at
alleviating and
redressing the
disadvantages suffered
by the majority
of citizens
under previous
 governments may
increase our
costs and
reduce our
profitability,
all of
which could
negatively affect
our business.
These problems
 may prompt
emigration of
skilled workers,
hinder investment
into South
Africa and
impede economic
growth. As
a result,
 have difficulties attracting and retaining qualified employees
.
 The
economy
of
South
is
exposed
to
high
rates
of
inflation,
and
tax,
which
 could
our
costs
and
thereby
reduce
our
profitability.
Furthermore,
the
South
 government requires additional
income to fund
future government
expenditures and may
be required,
among
 other things, to
increase existing income
tax rates, including
the corporate income tax
rate, amend existing
 tax legislation or introduce additional taxes.
 The economy of
South Africa in the
past has been, and
in the future may
continue to be, characterized
by rates of inflation
and
 interest that
are substantially
higher than
those prevailing
in the United
States and
other highly-developed
economies. High
rates of
 inflation could increase our South African-based costs and decrease our operating margins. High interest rates increase the cost of our
 debt financing, though conversely, they also
increase the amount
of income we
earn on any
cash balances. The
South African corporate
 income tax rate, of 27%, is higher than the
U.S. federal income tax rate, of 21%. Any increase
in the effective South African corporate
 income tax rate would adversely impact our profitability and cash flow generation.
 Risks Relating to Government Regulation
 We
are required to
comply with
certain laws
and regulations, including
economic and trade
sanctions,
 which could adversely impact our future growth.
 We
are
to U.S.
and
other
trade
controls,
economic sanctions
and
similar
those in
the
 jurisdictions
where
we
operate.
Our
failure
to
comply
with
these
laws
and
could
us
to
civil,
criminal
and
 administrative
penalties
and
harm
our
reputation.
These
place
restrictions
on
our
operations,
trade
practices,
 partners
and
decisions.
In particular,
our operations
are subject
to U.S.
and
trade
control laws
and
 including various export controls and economic sanctions programs, such as those administered by OFAC. We monitor compliance in
 accordance with
the 10
principles as
set out
United Nations
Global Compact
Principles, the
Organisation
for Economic
Co-
 operation and
Development recommendations
relating to
corruption, and
the International
Labor Organization
Protocol in
terms of
 certain of the items to be
monitored. As a result of doing business
in foreign countries and with foreign
partners, we are exposed to a
 heightened risk of violating trade control laws as well as sanctions regulations.
 Violations
of
trade
sanctions
are
punishable
by civil
penalties,
fines,
denial
of export
 privileges,
injunctions,
asset seizures,
debarment
from
government
and revocations
or restrictions
of licenses,
as
well
as
 criminal fines and imprisonment.
developed policies and procedures as
part of a company-wide compliance
program that is
 designed to
assist our compliance
with applicable
U.S. and international
trade control laws
and regulations,
including trade controls
 and sanctions programs administered
by OFAC,
and provide regular training
to our employees to create awareness
about the risks of
 violations of trade
control laws and
sanctions regulations and
to ensure compliance
with these laws
and regulations.
However, there
 can be no assurance that all of our employees, consultants,
partners, agents or other associated persons will not act in violation
 policies and these laws and regulations, or that our policies and
procedures will effectively prevent us from violating these regulations
 in every transaction
in which we
may engage, or
provide a defense
to any alleged
violation. In particular,
we may be
held liable for
 the actions that our
local, strategic or joint venture
partners take inside or outside
of the United States, even
though our partners may
these laws.
Such a
violation, even
if our
policies prohibit
it, could
materially and
adversely affect
our reputation,
of
and
condition.
Any
expansion
into
developing
countries,
and
our
of
new
 partnerships and joint venture relationships, could increase the risk
of OFAC violations in the
future.
 In addition,
our payment
processing and
activities are
extensive regulation.
Compliance with
the
 requirements under the various
regulatory regimes may cause
us to incur significant
additional costs and failure
to comply with such
 requirements could result in the shutdown of
the non-complying facility, the imposition of liens, fines and/or civil or
criminal liability.
 We
are
to
comply
with
anti-corruption
laws
and
the
FCPA
and
UK
 Bribery Act, in the
jurisdictions in which we
operate our business, which could
adversely impact our future
 growth.
 The FCPA prohibits
us from providing anything of value to foreign
officials for the purposes of obtaining or retaining business,
 or
securing
any
improper
advantage,
and
us
to
keep
books
and
records
that
accurately
and
fairly
reflect
our
 transactions.
As part
of
our
we
may
deal
with
state-owned
enterprises,
the
of
which
are
considered
officials
for
purposes of
the FCPA.
The UK
Bribery
Act includes
provisions
that extend
beyond bribery
of foreign
 officials and also apply to
transactions with individuals not employed
by a government and
the act is also
more onerous than the FCPA
 in a number of other respects, including
jurisdiction, non-exemption of facilitation
payments and penalties. Some of the international
 locations in which we operate or have investments lack a developed
legal system and have higher than normal levels of corruption.

 Any
failure
by
us
to
adopt
appropriate
procedures
and
ensure
that
our
employees,
agents
and
partners
 comply with
the anti-corruption
regulations could
subject us
to substantial
penalties, and
the requirement
that we
comply
 with these laws could
put us at a
competitive disadvantage against
companies that are not
required to comply.
For example, in many
 emerging
markets,
there
may be
levels
of official
corruption,
and
thus, bribery
of public
officials
may
be
a comm
only
 accepted cost
of doing
business. Our
refusal to
engage in
illegal behavior,
paying bribes,
may result
in us not
being able
to
 obtain business that we
might otherwise have been able
to secure or possibly
even result in unlawful,
selective or arbitrary action being
 taken against us.
 Violations of anti-corruption laws and regulations are punishable by civil penalties, including fines, as well as criminal fines and
 imprisonment. We
have developed policies
and procedures as part
of a company-wide
compliance program that
is designed to assist
 our compliance with applicable U.S.,
South African and other international
anti-corruption laws and regulations,
and provide regular
 training to our
employees to comply
with these laws
and regulations. However,
there can be
no assurance that
all of our
employees,
 consultants, partners, agents or other associated persons will not take actions in violation of our policies or
these laws and regulations,
 or that our
policies and procedures
will effectively prevent
us from violating
these regulations in every
transaction in which
 engage, or
provide a defense
to any alleged
violation. In
particular,
we may be
held liable for
the actions
that our
local, strategic
or
 joint venture
partners take inside
or outside
of the United
States, even though
our partners may
not be subject
to these
laws. Such a
 violation,
even
if
our
prohibit
it,
could
and
our
reputation,
of
and
 financial condition.
 We
have a South
African banking license
and, therefore, we
provide our EPE
solution through
 an arrangement with
a third-party bank,
which limits our
control over this
business and the
economic benefit
 we derive from it.
If this arrangement were
to terminate, we would
not be able to operate
our EPE business
 without alternate means
of access to
a banking license.
We are also required to comply
with the requirements
 of payment schemes,
including VISA and
Mastercard. Furthermore, we
provide certain of
our services under
 partnerships
with
South
banks.
We
will
be
unable
to
our
and
card-acquiring
 businesses if we fail
to comply with payment
scheme rules, and/or fail
to maintain certain regulatory
licenses
 and registrations, and/ or if
we were unable to
continue to partner with
South African banks to
provide our
 payments and card acquiring services.
 The
South
retail
is
highly
regulated.
Under
law
and
our
EasyPay
Everywhere
 ("EPE") business activities require
us to be registered as
a bank in South Africa
or to have access to an
existing banking license.
We
 are not currently so registered, but we have an
agreement with African Bank Limited, that enables us
to implement our EPE program
 in compliance with the
relevant laws and regulations.
If this agreement were
to be terminated, we
would not be able
to operate these
 services unless we were able to obtain access to a banking license
through alternate means. Furthermore, we have to comply
 South
Intelligence
Centre Act,
2001
and money
laundering and
terrorist financing
when
we
 open new
bank accounts
for our
customers and
when they
transact.
Failure to
effectively
implement
and monitor
responses
 legislation and regulations may result in significant fines or prosecution of
African Bank and ourselves.

 The South African Financial Advisory and Intermediary Services Act, 2002, requires persons who act as intermediaries between
 financial product suppliers and consumers in South Africa to register as financial service providers. EasyPay Insurance was granted
a
 Financial Service Provider ("FSP") license
on June 9, 2015, and
EP FS was
granted a FSP license
on July 11, 2017. If
our FSP licenses
 are withdrawn or suspended, we may be stopped from continuing our financial services businesses in South Africa unless we are able
 to enter into a representative arrangement with a third party
FSP.
 Furthermore, the
proposed Conduct
of Financial
Institutions ("COFI")
Bill will
overhaul the
current regulatory
and legislative
 framework by replacing
the rules-based approach
with an
outcomes-driven and principles-based
model, and the
adoption of
an activity-
 based licensing regime. It will establish a uniform legislative framework to regulate the conduct of all financial institutions across the
sector.
While the
framework will
make significant
changes, including
the conversion
of existing
licences through
 transitional
arrangements
and
new
activities
requiring
licensing,
it
is
likely
to
operational
costs
to
meet
 expectations. The final draft
of the COFI
Bill is expected to
be tabled before Parliament
late 2025 or
early 2026 for approval.
However,
 contingencies are in place to
ensure smooth transition should the
COFI Bill face further
delays which will include formal
consultations
 and the phased introduction of the new legislative framework.
 We
are required
to comply
requirements of
payment schemes,
including VISA
and Mastercard.
We
have deployed
a
 significant number of devices, and any
mandatory compliance upgrades to our deployed POS
devices would require significant capital
 expenditures and/or be
disruptive to our
customer base. Failure
to comply with
the payment schemes'
rules may result
in significant
 fines and/or a loss of license to participate in the scheme(s).
 We provide card acquiring services
to our customers
by partnering with
Nedbank Limited and
ABSA Bank Limited,
and payment
 processing services
in partnership
largest banks
Africa. If
these agreements
were to
be terminated,
Adumo would
 not be able to operate
its payment services unless it
were able to obtain
alternative card acquiring or
payment processing agreements
 with other partners
or obtain a
direct designation license
with the schemes
and regulatory bodies.
In addition, if
we were to
lose our
 Payment Association of South Africa ("PASA
") registrations or fail to have them renewed, it would be
unable to operate its payment
 services.

 Compliance with the requirements under these various regulatory regimes may
cause us to incur significant additional costs and
 failure to
comply with
such requirements
could result
shutdown of
the non-complying
facility,
the imposition
of liens,
fines
 and/or civil or criminal liability.
 Proposed regulatory changes to the national payments system are
expected to have a substantial impact
 on the South African payments industry. It may change the manner
in which we conduct business and likely
 lead to increased operating
costs for our business
as we work
to ensure compliance with
the new legislative
 and regulatory framework, which may have a material adverse effect on our business.
 On March
3, 2025,
the South
African Reserve
Bank ("SARB")
published
certain draft
regulatory documents
for commentary
 that
are
to have
a substantial
on how
we conduct
our
business namely:
(i)
a draft
directive
"Directive
in
of specific
activities within
the
national
system"
(the "Directive");
(ii) a
draft
exemption
notice
 "Designation by the
Prudential Authority of
specific activities conducted
in the national
payment system which
shall be deemed
not
 to constitute
'the business
of a
bank' under
paragraph (cc)
in section
1(1) of
the Banks
Act, 1990"
(the "Exemption
Notice"); and
 (iii) the National
Payment System
Bill ("NPS
Bill"), which
seeks to
replace the
existing National
Payment System
Act, 1998.
The
 proposed regulations
were made
available for
comment, and
we submitted
detailed comments
industry body,
Association of
 South African Payment Providers, on the proposed regulations.
 The key objectives of the proposed regulations are to
clarify the mandate and objectives of the
SARB with respect to the national
system
("NPS");
and
establish
a
robust
regulatory,
oversight,
and
supervisory
framework
for
the
NPS.
The
 regulations also aim
to promote financial
inclusion, competition, the
prevention of financial
crime, and the
fair treatment and
protection
 of
customers,
while introducing
an activity-based
licensing and
authorization
regime. In
this regard,
the Directive
defines
thirteen
 "payment
activities"
and
that
a
person,
which
can
be
a
bank
or
a
non-bank,
providing
a
"payment
activity"
must
obtain
 authorisation from the
SARB to undertake
such activity.
Under the Exemption
Notice, certain payment
activities are exempted
from
 the definition of 'the business of a bank'. Prior to the
Exemption Notice, these activities could only be undertaken by a bank. Pursuant
Exemption Notice,
these activities
can be
undertaken by
non-banks, subject
to certain
conditions. Certain
businesses,
 including EasyPay Everywhere,
Adumo and Kazang Pay,
currently undertake activities which
would qualify as "payment
activities"
Directive and
the NPS Bill.
Under the
current regulatory
framework, these
activities are
undertaken in
partnership with
a
 sponsoring bank and the sponsoring bank is
subject to regulation by the SARB.
In other words, the business undertaking the "payment
 activity" is not subject to direct regulation with respect to such payment activities.
 It is
uncertain if
and when
the proposed
regulations will
enter into
effect and
whether a
non-bank such
relevant Lesaka
may
elect
whether
to
conduct
an exempted
activity
by
partnering
with
a
bank
to
do so,
or on
its own,
if
it
is
 authorised by the
SARB -
i.e. whether both
options will
be available
to a
non-bank. Should
our businesses
be subject to
direct regulation
 under this new regime (i.e., if our current sponsorship model
is no longer available), we expect that we
will incur significant operating
 costs to comply
with the new
requirements, and
to obtain
authorization with
respect thereto. Furthermore,
while some requirements
 may already exist under
other current regulatory frameworks
for certain of our
businesses, we will likely
need to invest in additional
 resources, systems and processes to
satisfy the regulatory requirements contemplated in the
proposed regulations, which may also lead
 to increased operational costs, which may have a material adverse effect
on our business.
 We
may
be
to
privacy,
data
use
and/or
security,
which
could
 affect our business.

 We are
subject to regulations in
a number of the countries
in which we operate
relating to the processing
(which includes,
 inter
 alia
, the collection, use, retention, security and transfer) of
personal information about the people (whether natural or juristic)
who use
 our products
and services.
The interpretation
and application
of user
data protection
laws are
in a
state of
flux. These
laws may
be
 interpreted
and
applied
inconsistently
from
country
to
country
and
our
data
protection
and
practices
may
not
be
 consistent with those interpretations and applications. Complying
with these varying requirements could cause us to incur
substantial
 costs or
require us
to change
our business
practices in
a manner
adverse to
our business.
Any failure,
or perceived
failure, by
us to
 comply with any regulatory requirements or international
privacy or consumer protection-related laws and regulations could
 proceedings
or
actions
against
us
by
governmental
entities
or
others,
us
to
penalties
and
negative
publicity.
In
 addition, as
noted above,
we are
the possibility
of security
breaches, which
themselves may
a violation
of these
 laws.
 Amendments to
the NCA
were signed into
law in
in August 2019.
Compliance with
these
 amendments may adversely impact our micro-lending operations in South Africa.

 In August 2019, the National Credit Amendment Bill, or debt-relief bill, was signed into law in South Africa.
The effective date
 of the debt-relief
bill has not
yet been announced
and has been
significantly delayed.
We
believe that the
debt-relief bill will
restrict
 the ability of financial services providers to provide lending
products to certain low-income earners and will increase the
cost of credit
 to
these
consumers.
As a
result,
with
the debt
-relief
bill
may
our
micro-lending
in
South
 Africa. Furthermore, we expect that it will take us, and other credit providers, some time to fully understand, interpret and
implement
 this new legislation
in our lending processes
and practices. Non-compliance
with the provisions of
this new legislation may
 financial loss and penalties, reputational loss or other administrative punishment.

 Risks Relating to our Common Stock
 Our stock price has been and may continue to be volatile.
 Our stock price has periodically experienced significant volatility. During the 2025 fiscal
year, our stock price ranged from a low
 of $3.39 to a high of $5.60. We
expect that the trading price of our common stock may
continue to be volatile as a result of a number
 of factors, including, but not limited to the following:
 •
 Any adverse developments in litigation or regulatory actions in which we are
involved;
 •
 Fluctuations in currency exchange rates, particularly the U.S. dollar/ZAR exchange
rate;
 •
 Announcement
of
BEE
transactions,
especially
one
involving
the
issuance
or
potential
issuance
of
 securities or dilution or sale of our existing business in South Africa;
 •
 Quarterly variations in our operating results;
 •
 Significant fair value adjustments or impairment in respect of investments
or intangible assets;
 •
 Announcements of acquisitions or disposals;
 •
 The timing of, or delays in the commencement, implementation or completion
of major projects;
 •
 Large purchases or sales of our common stock; and
 •
 General conditions in the markets in which we operate.
 Additionally,
our common
stock can
be expected
to be
volatility resulting
from purely
market forces
over
 which we have no control.
 The put
right we granted
to the IFC
Investors on the
occurrence of certain
triggering events may
have
 adverse impacts on us.
 In May 2016, we issued an aggregate of 9,984,311 shares of our common stock to the IFC Investors. Certain IFC Investors were
 also investors in Adumo and on October 1, 2024, we issued an aggregate of 1,989,162 additional shares of our common stock to these
 IFC Investors pursuant to the
Adumo transaction agreement. As of
June 30, 2025, the
IFC Investors held 9,356,028
shares. We granted
 the IFC Investors certain rights, including the
right to require us to
repurchase any share held by the
IFC Investors pursuant to the May
 2016 and
October 2024
transactions upon
the occurrence
of specified
triggering events,
which we
refer to
as a
"put right."
The put
 price per
share will
be the
higher of
the price
paid to
us by
the IFC
Investors and
the volume-weighted
average price
per
 share prevailing for the 60 trading days preceding the triggering event, except
that with respect to a put right triggered by rejection of
 a bona
fide offer,
the put
price per
share will
be the
highest price
offered
offeror.
If a
put triggering
event occurs,
it could
 adversely impact
our liquidity
and capital
resources. In
addition, the
existence of
the put
right could
also affect
whether or
on what
 terms a
third
party
might
offer
to purchase
our
company.
Our response
to any
such offer
could also
be complicated,
 delayed or otherwise influenced
by the existence of the put right.
 Approximately
31%
of
our
stock
is
owned by
two shareholders.
The
interests of
 these shareholders may conflict with those of our other shareholders.
 There is a concentration
of ownership of our
outstanding common stock because
approximately 31% of our
outstanding common stock
 is owned by two shareholders. Based
on their most recent SEC filings
disclosing ownership of our shares, Value Capital Partners (Pty)
 Ltd, or VCP, and IFC Investors, beneficially own approximately 19% and 12% of our outstanding common stock as of June 30, 2025,
 The interests of
VCP and the
IFC Investors may
be different
from or conflict
with the interests
of our other
shareholders. As a
 result of
the significant
combined ownership
by VCP
IFC Investors,
they may
be able,
if they
act together,
to significantly
 influence the
voting outcome
of all
matters requiring
shareholder approval.
This concentration
of ownership
may have
the effect
of
 delaying or preventing
a change of control of
our company,
thus depriving shareholders
of a premium for
their shares, or facilitating
 a change of control that other shareholders may oppose.
 We may seek to raise
additional financing by
issuing new securities
with terms or
rights superior to
those
 of shares of our common stock, which could adversely affect the market price of such shares.
 We
may require
additional financing
to fund future
operations, including
expansion in
current and new
markets, programming
 development and acquisition,
capital costs and
the costs of any
necessary implementation of
technological innovations or
alternative
 technologies, or to fund acquisitions. We may also wish to raise additional equity funding to
reduce the amount of debt funding on our
 balance sheet. Because of the exposure to market risks associated
with economies in emerging markets, we may not
be able to obtain
 financing on favorable terms or at all.
If we raise additional funds by
issuing equity securities, the percentage ownership of our
 shareholders will be reduced, and the holders of the new equity securities may have rights superior to those of the holders of shares of
 common stock,
which could
adversely affect
the market
price and
voting power
of shares
of common
stock. If
we raise
 funds by issuing debt securities, the holders of these debt securities would similarly have some rights senior
to those of the holders of
 shares of common stock, and the terms of these debt securities could impose restrictions on operations and
create a significant interest
 expense for us.

 Issuances
of significant
amounts of
stock in
the future
could potentially
dilute
your equity
ownership
 and adversely affect the price of our common stock.
 We
believe that
it is necessary
to maintain
a sufficient
available authorized
shares of our
to
us
with
the flexibility
to
issue shares
for
purposes
that
may
arise
from time
to
time.
For example,
we
could
sell
 additional shares to raise
capital to fund our
operations, to reduce debt
or to acquire other
businesses, issue shares in
a BEE transaction,
 issue additional shares under our stock incentive plan or declare a stock dividend. Our board may authorize
the issuance of additional
 shares of common stock without notice to, or further
action by, our shareholders, unless shareholder approval is required by law or the
 rules of the NASDAQ Stock
Market. The issuance of additional
shares could dilute the equity
ownership of our current shareholders
 and any such additional shares would likely be freely tradable, which could
adversely affect the trading price of our common
stock.
 We
have
weaknesses
in
our
which, if
not
 timely
remediated,
may
the
accuracy
and
reliability
of
our
statements,
and
our
 reputation, business and stock price, as well as lead to a loss of investor confidence in us.
 As described
under Item
9A—"Controls and
Procedures.", we
concluded that
our disclosure
controls and
procedures were
not
as of
that we
had, as
of such
date, material
weaknesses in
our internal
financial reporting
 related to:

 Our
process,
specifically
risk
and
activities
to
in
and
processes,
over
and
from
and
design
and
implementation
of
technology
("ITGCs"),
over
 organizations and process level controls,
resulting in ineffective process level
controls, including a lack of validation
 completeness and accuracy of information used within the process;

 Our payroll process, specifically
insufficient risk assessment
and monitoring activities relating
to changes over the
transfer
 of
ownership
to
the
centralized
payroll
processes,
over
from
and
 insufficient design and implementation of ITGCs, controls over service organizations and process level controls resulting in
 ineffective process level controls including a lack of validation of
the completeness and accuracy of information used within
 this process;

 Our
process,
specifically
to
risk
and
ineffective
design
and
 implementation of controls resulting in ineffective process level
controls;

 Our business
combination process,
specifically insufficient
risk assessment
and ineffective
design and
implementation of
purchase price
allocation of
the Adumo
acquisitions including
controls over
 information resulting in ineffective process level controls including a lack of validation of the completeness and accuracy
of
 information used;

 Our
recognition
process
to
sold
and
fees
to
agreements,
 specifically insufficient risk assessment and ineffective design and implementation of
controls related to our judgement over
 revenue recognized either as principal versus as agent resulting in ineffective
process level controls.;

 Our journal entry process, specifically relating to insufficient risk assessment, and ineffective design and implementation of
 controls including
insufficient controls
over information
resulting in
ineffective process
level controls
including a
lack of
 validation of the completeness
of the journal entry
population and a lack of
validation of the completeness
and accuracy of
 information used within the process; and

 An insufficient number of experienced and trained resources to execute
on their internal control responsibilities resulting in
 ineffective
design, implementation
and operating
effectiveness of
process level
controls for
processes in
the scope
 internal control over financial reporting evaluation.
 A material weakness is a deficiency,
or a combination of deficiencies, in internal control over financial reporting such that there
 is
a
possibility
that
a
of
our
or
interim
would
not
be
 prevented or detected on a timely basis. The material weaknesses identified in Item 9A—"Controls and Procedures.", did not result in
 any
adjustments or
restatements of
our audited
and unaudited
or disclosures
for any
prior period
 previously reported by us.
 We
intend to remediate
these material weaknesses.
While we believe
the steps we
take to remediate
these material weaknesses
 will improve
the effectiveness
and will
remediate the
identified deficiencies,
if our
 remediation
efforts
are
to
address the
weakness
or
we identify
weaknesses in
our
 control over financial reporting in the future, our ability
to analyze, record and report financial information
accurately, to prepare
our
 financial statements within
the time periods
specified by the rules
and forms of the
SEC and to otherwise
comply with our
under
the federal
laws may
be
affected.
The occurrence
of,
or failure
to
remediate,
these material
 weaknesses and any future material weaknesses in our internal control over financial reporting may adversely affect
the accuracy and
 reliability of our financial
statements and have other
consequences that could
materially and adversely affect
our business, including
 an
adverse
on
the
price
of
our
potential
actions
or
investigations
by
the
SEC
or
other
 authorities, shareholder lawsuits, a loss of investor confidence and
damage to our reputation.

 Failure to maintain effective internal control over financial
reporting in accordance with Section 404
of
 the Sarbanes-Oxley Act, especially
over companies that we may
acquire, could have a material
adverse effect
 on our business and stock price.
 Under
Section
of
Sarbanes,
we
are
to
furnish
a
certification
and
auditor
attestation
the
 effectiveness of our
internal control over
financial reporting. We
are required to
report, among other things,
control deficiencies that
 constitute
a
"material
weakness"
or
in internal
that materially
affect,
or are
reasonably
likely to
affect,
 internal control over financial reporting.

 A "material
weakness" is
a deficiency,
or a
combination of
deficiencies, in
reporting such
that
 there is a reasonable possibility that
a material misstatement of annual or
interim financial statements will not be
prevented
or detected
 on a timely basis.
 The
requirement
to
evaluate
and
report
on
our
also
applies
to
companies
that
we
acquire.
Some
of
these
 companies,
Adumo
and
may
to comply
with
Sarbanes prior
time we
acquire
them.
The
 integration of these acquired companies
into our internal control over financial reporting
could require significant time and resources
 from our management
and other personnel and
may increase our compliance
costs. If we fail
to successfully integrate
the operations
 of these acquired companies into our internal control over financial reporting, our internal control over financial reporting may not be
 effective.
 While
we
to
dedicate
resources
and
time
to
ensuring
that
we
have
over
 reporting, failure to
achieve and maintain
an effective internal
control environment could
have a material
adverse effect on
the market's
 perception of our business and our stock price.
 The
restatement
of
our
prior
quarterly
may
shareholder
and
investor
 confidence in us or harm our reputation, and may subject us to
additional risks and uncertainties, including
costs
and
the
possibility
of
legal
proceedings
and
inquiries,
sanctions
or
 investigations.
 We
misstatements
in
the
original
filings
of
our
Quarterly
Report
on
Form
for
the
quarters
ended
 September 30, 2024, December 31, 2024 and March 31, 2025 ("Original Filings") and withdrew reliance on these Original
Filings on
 September 10,
2025.
We
filed amended
quarterly reports
on September
29, 2025
which include
restatement(s),
refer to
the section
 titled "Restatement" in
Note 1 to
the unaudited condensed
consolidated financial statements
in each of
the amended filings
on Form
 10-Q/A for the quarters ended September 30, 2024, December 31, 2024 and March 31, 2025, for additional information regarding the
 restatement(s).
also
weaknesses
in
our
over
specific
to
the
 evaluation of information that was known or knowable at the time of the transaction or event included
in the Original Filings, refer to
 Item 9A—"Controls and Procedures."
 As a result of the restatement
described above, we have
incurred, and may continue to
incur, unanticipated costs
for accounting
 and
legal
fees
in
connection
with,
or
to,
such
restatement.
In
addition,
such
restatement
could
us
to
a
of
 additional risks and uncertainties, including the increased possibility of legal proceedings and inquiries, sanctions or investigations by
 the SEC
or other
regulatory authorities.
Any of
the foregoing
may adversely
our reputation,
the accuracy
and timing
reporting,
or
our
of
operations,
liquidity
and
condition,
or
cause
shareholders,
investors
and
 customers to lose confidence in the accuracy and completeness
of our financial reports or cause the market price of
our common stock
 to decline.
 You
may experience some difficulties in effecting
service of legal process, enforcing U.S and/or foreign
 judgments
or
bringing
original
actions
based
upon
U.S.
laws,
federal
laws
or
other
 foreign laws, against us or certain of our directors and officers and experts.
 While Lesaka is incorporated
in the state of
Florida, United States, substantially
all of the company's
assets are located outside
States. For
this reason,
the majority
of Lesaka's
directors and
all its
officers reside
outside of
States and
the
 majority of our experts, including our independent registered public accountants,
are based in South Africa.

 As a
result, even
though you
could effect
service of
legal process
upon Lesaka,
as a
Florida corporation,
United States,
 you may not be able
to collect any judgment obtained
against Lesaka in the United
States, including any judgment based
on the civil
 liability provisions of U.S. federal securities laws, because substantially all of
our assets are located outside the United States.

 Any legal processes initiating action in the United States against Lesaka's
directors, officers, and experts who are located outside
 of the United States, will need to be served on them in that country, in accordance with the procedures prescribed by the relevant U.S.
 court. South
Africa is
not a
party to
any treaties
regarding the
enforcement of
foreign commercial
judgments. In
order to
be able
to
 enforce a foreign judgment,
it is required for the
South African courts to first
"recognize" the U.S. judgment
– in the absence of
this,
 the
judgment
has no
automatic
extra
territorial
effect.
The foreign
judgment
constitutes a
"cause
of
action" which
 may

be
 recognized and enforced by South African courts. In order to
achieve this, legal proceedings must be commenced in the
 courts.

is a party
to the New
York
Convention on
the Recognition
and Enforcement
of Foreign
Arbitral Awards,
and its
 International
Arbitration
Act
of
2017
that
arbitral
awards
 must

be
recognised
and
enforced
in
South
 However, application
must still be made
to the South African
High Court in order
for the award to
be recognised and
enforceable in
 South Africa.

 Additional,
practical,
considerations
to
the enforcement
of foreign
judgments
and arbitration
awards in
South
 include the following:

 If a foreign judgment is enforced by a South African court,
the approval of the SARB (or an Authorised Dealer of
SARB) is
(i) before
a
defendant
resident
in
South
may
pay
money
to
a
non-resident
plaintiff;
and
(ii) to
settle
the
 judgement in a currency other than South African Rand; and

 A plaintiff who is not resident
in South Africa may be required
to provide security for costs
when initiating court proceedings
 in South Africa (including for the enforcement of foreign judgments and
awards).

 ITEM 1B.
UNRESOLVED
STAFF COMMENTS
 None.
 ITEM 1C. CYBERSECURITY
 We operate
in the Southern African
Fintech industry,
which is subject to various
cybersecurity risks that could
adversely affect
 our business, financial condition,
and results of
operations including, but not
limited to, the
following: intellectual property theft,
fraud,
 extortion, harm to employees or customers, violation of privacy laws and other litigation and legal risk and reputational risk.

 implemented

a
risk-based
approach
to
identify
and
assess the
threats that
could
our
business and
 systems. Our cybersecurity program is aligned with
industry standards and best practices, specifically the
Payment Card Industry Data
 Security Standard
("PCI DSS"),
the National
Institute of
Standards and
("NIST") Cybersecurity
Framework and
more
 recently
the SARB
Directive
No. 01
of 2024,
focusing
on cybersecurity
and cyber-resilience
within the
National
Payment System
 ("NPS").

We periodically
conduct a
 third
 -party Security Risk Assessment
("SRA") to
 identify

the potential impact and
likelihood of
 various
cyber
scenarios
and
to
determine
the
appropriate
mitigation
strategies
and
controls.
We
also
use
this
SRA
to
inform
our
 cybersecurity roadmap and strategies to ensure a robust
IT security environment is implemented at
our company. We use various tools
 and
methodologies
to
risk—including,
but
not
limited
to,
the
following:
the
use
of
a
Managed
Endpoint
 Detection and Response
("EDR") software and
Managed Network
Detection and Response
("MNDR") for
our Local Area
Network
 ("LAN")
with
and
external
Security
Operations
Center
("SOC")
real-time
monitoring,
Data
Loss
Prevention
 ("DLP") enabled
across email and
web channels as
well as mandatory
Multi-factor Authentication
("MFA")
in our IT
environment.
 In addition, we do periodic backups and regularly test the process to recover any lost or corrupted data. We
also monitor and evaluate
 our
posture
and
performance
on
an
ongoing
basis
regular
vulnerability
scans,
penetration
tests,
and
threat
 intelligence
feeds
by
our
respective
vendors.
We
require
third-party
providers
with
access
to
personal,
 confidential or proprietary
information to implement
and maintain comprehensive
cybersecurity practices consistent
with applicable
 legal standards and industry best practices.

 We
recognize
the importance
of cyber
awareness and
skills development
which is
regularly
 workforce, security
teams, developers
and senior
management which
includes regular
crisis simulations to
prepare respective
teams
 for crisis scenarios. This also includes regular phishing simulations and campaigns.

 Our business
depends on
the availability,
reliability,
and security
information systems,
networks, data,
and intellectual
 property. Any disruption, compromise, or breach of our systems
or data due to a
cybersecurity threat or incident could adversely
 our operations, customer service, product development, and competitive position. This could also result in a breach of our contractual
 obligations or
legal duties
to protect
the privacy
and confidentiality
stakeholders. Such
a breach
could expose
us to business
 interruption, lost revenue, ransom
payments, remediation costs, liabilities
to affected parties, cybersecurity protection
costs, lost assets,
 litigation,
scrutiny and
actions,
reputational harm,
customer dissatisfaction,
harm
vendor
relationships,
or loss
of
 market share.
 Our Board of Directors exercises its oversight role through the Audit Committee

,

 which provides the Board with regular reports
 and findings

from our
 Group

 Chief Information Security Officer

("
 CISO
 ")

, a

 qualified cybersecurity professional
with over 25 years
 of experience and a Master's in Information Security from
Royal Holloway, University of London

.

 As of
the date
of this
Annual Report,
we
do
 not

any risks
from
threats have
affected
or are
 reasonably
likely to
materially affect
us, including
our results
of operations
or financial
condition.

This Item
1C should
be read
in
 conjunction with the other sections of this Annual Report, particularly Item 1A "Risk Factors," for a comprehensive understanding of
 the risks and uncertainties related to our business and operations.

 ITEM 2.
PROPERTIES

 We lease our corporate
headquarters facility which consists of approximately 81,000 square feet in Johannesburg,
South Africa.
 We
also lease
properties throughout
South Africa,
including 207
branches, 14
financial service
express stores,
 satellite branches
and 14
sites to
support our
integrated POS
software and
hardware to
the hospitality
industry operations.
We
also
 lease additional office
space in Johannesburg, Cape
Town and
Durban, South Africa; Gaborone,
Botswana; Windhoek Namibia;
and
 Nairobi, Kenya.
These leases
expire at
various dates
through 2030,
assuming the
exercise of
options to
extend. We
believe that
we
 have adequate facilities for our current business operations.
 ITEM 3.
LEGAL PROCEEDINGS

 Litigation related to CPS

 Lesaka SA is
a party to
proceedings in the Constitutional
Court of South Africa
involving its subsidiary, Cash Paymaster
Services
 Proprietary Limited
("CPS"), which is
currently in
liquidation. The objective
of these proceedings
is to procure
an order for
CPS to
 pay to SASSA the
profit generated by CPS
pursuant to an agreement
concluded between SASSA and
CPS, following the award
of a
 tender to CPS. This arose as a consequence of prior court proceedings which concluded that the tender should not have been awarded
 to CPS (for
technical reasons not related
to any conduct
by CPS). Lesaka
SA has been
included in these proceedings
in order to
 information relevant to determining the profit so made by CPS.
 A hearing was
held in the Constitutional
Court on May
27, 2025 and
we await the ruling
of the Constitutional
Court. While no
 formal steps have been taken by CPS or any other party to these proceedings to claim that Lesaka SA should be liable to
SASSA or to
 CPS as a
consequence of
the proceedings currently
before the Constitutional
Court, it is
difficult to
anticipate what the
ruling of the
 Constitutional Court will be.
 General

 From time to time, we
are involved in
legal proceedings and litigation
arising in the ordinary
course of business. As of
the date
 of this Annual Report on Form 10-K, we are not
a party to any litigation or legal proceeding
or subject to any claim that, in the
 opinion
of
management,
could
reasonably
be
to
have
a
adverse
effect
on
our
position
or
of
 operations. However, due to the risks and uncertainties inherent in legal proceedings, actual results could differ from current expected
 results.
 ITEM 4.
MINE SAFETY DISCLOSURES
 Not applicable.

 PART
II
 ITEM 5.
MARKET FOR REGISTRANT'S COMMON EQUITY,
RELATED STOCKHOLDER
 MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
 Market information
 Our common stock is listed on The NASDAQ Global Select Market, or Nasdaq, in the United States under
the symbol "LSAK"
 and on the JSE in South Africa under the symbol "LSK." The Nasdaq is
our principal market for the trading of our common stock and
 we have a secondary listing on the JSE.
 Our transfer
agent in
States is
Computershare Shareowner
Services LLC,
480 Washington
Blvd, Jersey
City,
New
 Jersey,
07310. According
records of
our transfer
agent, as
of September
25, 2025, there
were 6
shareholders of
record of
our
 common stock.
We
believe that
a substantially
greater number
of beneficial
owners of
our common
stock hold
their shares
though
 banks, brokers,
and other financial
institutions (i.e. "street
name"). Our transfer
agent in South
Africa is JSE
Investor Services (Pty)
 Ltd, One Exchange Square, 2 Gwen Lane, Sandown, Sandton, 2196, South

 Dividends
 We
have not
paid any
dividends on
shares of our
during our
last two
fiscal years
and presently
intend to
retain
 future earnings to finance the expansion of
the business. We do not anticipate paying any cash dividends in
the foreseeable future. The
 future dividend policy will depend on our earnings, capital requirements, debt commitments, expansion plans, financial condition and
 other relevant factors.
 Issuer purchases of equity securities
 On September 2, 2025, our board of directors approved a share repurchase authorization to repurchase up to an aggregate of $15
 million of our
common stock. The
authorization has no
expiration date. This
share purchase authorization
replaces our $100
 share repurchase authorization.
 The table
below presents
information relating
to purchases
of shares
fourth quarter
of fiscal
 2025:
 Period
 (a)

 Total
 shares purchased
 (b)

 Average price
 paid per share ($)
 (c)

 Total
number of shares
 purchased as part of
 publicly announced
 plans or programs
 (d)

 Maximum dollar value
 of shares that may yet
 be purchased under the
 plans or programs ($)
 April 2025
 -
 -
 100,000,000
 May 2025
 (1)
 230,442
 4.49
 -
 100,000,000
 June 2025
 (1)
 2,853
 4.19
 -
 100,000,000
 Total
 233,295
 -
 (1) Relates to the delivery of shares of our common
stock to us by certain of our employees to settle their income
tax liabilities.
 These shares do not reduce the repurchase authority under our previous $100
million share repurchase program.

 Share performance graph
 The chart
below compares
the five-year
cumulative return,
assuming the
reinvestment of
dividends, where
applicable, on
our
 common stock with that of the S&P 500 Index and the NASDAQ Industrial Index. This graph assumes
$100 was invested on June 30,
 2020, in each of our common stock, the companies in the S&P 500 Index, and the companies
in the NASDAQ Industrial Index.

 ITEM 6.
[RESERVED]

 ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND
 RESULTS
OF OPERATIONS
discussion and
analysis should
be read
in conjunction
with Item
8—"Financial Statements
and Supplementary
 Data." In
addition
to historical
information,
the following
discussion
and
analysis contains
forward-looking
 statements that involve risks, uncertainties and assumptions. See Item 1A—
"Risk Factors" and "Forward Looking Statements."
 U.S. securities laws
require that when
we publish any
non-GAAP measures, we
disclose the reason
for using these
 measures
and
reconciliations
to
the
most
directly
comparable
GAAP
measures.
We
discuss
why
we
consider
it
useful
to
 present these non-GAAP
measures and the
material risks and
limitations of these
measures, as well
as a reconciliation
of these non-
 GAAP measures
most directly
comparable GAAP
financial measure
below at
"—Results of Operations
—Use of Non-GAAP
 Measures" below.
 Overview
 We
offer
an
and
holistic
multiproduct
platform
that
transactional
accounts,
lending,
insurance,
 acquiring,
cash
management,
and
ADP.
Targeted
and
integrations
facilitate
consumers
and
 businesses. By providing a full-service fintech platform in our connected ecosystem, we facilitate the digitization of commerce
 markets.

 Sources of Revenue
 We generate revenue
through a diversified portfolio of financial, payment, software, and technology solutions, structured across
 three reportable segments: Merchant, Consumer,
and Enterprise.
 Revenues in Merchant are derived from a combination of transaction-based
fees and an ad valorem pricing model.

 Merchant acquiring:
 We earn
revenue from merchant acquiring
on an ad valorem basis,
based on a percentage
of the total
 transaction value processed through our network. We
also earn revenue from transaction fees charged to merchants.

 Software
(technology
products):
is
selling
(such
as
POS
devices)
and
providing
 licensing software and technology services to merchants.

 Cash:
 We
generally
earn
on
an
ad
valorem
basis,
based
on
a
percentage
of
the total
cash
settlements
processed
 through our cash vaulting network. We
also earn transaction fees when customers utilize our ATM
network.

 Lending:
 We generate interest revenue from qualifying
merchant customers who
are able to
access short-term business loans.
 This revenue stream includes interest charged on outstanding
loan balances.

 ADP:
 We also offer merchant customers access to platforms through which we (a) generate revenue from the sale of prepaid
 airtime and
generate fees
from distribution
of ADP,
including prepaid
solutions (airtime,
data, electricity
and gaming),
bill
 payments, International
Money Transfers
("IMT") and
supplier enabled payments.
These fees are
largely charged
on an ad
 valorem basis.
 Revenues in Consumer are generated from transactional banking fees, interest income, insurance premiums and card transaction
 processing fees.

 Transactional
Fees:

We
earn
by
charging
a monthly
fee
and
charge
fees
on an
ad valorem
basis for
goods
and
 services purchased.
Transactional
fees associated
with our
consumer accounts
include monthly
account service
fees, ATM
 withdrawal fees, and other fees based on usage.

 Lending:

from
our
is
derived
from
a
of
origination
fees,
on
 outstanding loan balances and monthly service fees.

 Insurance:

Revenue from our insurance offerings is earned monthly premiums
paid by the policyholders.

 Like Merchant, Enterprise generates revenue from a combination of transaction-based
fees and an ad valorem pricing model.

 ADP:

Revenue from our
ADP offering
for Enterprise clients
is primarily based
on a fixed
fee per transaction.
A secondary
 pricing model is on an ad valorem basis, depending on the specific digital product
being sold.

 Utilities:
 Our utilities vertical generates revenue predominantly through an annuity-based model, with fees charged on an ad
 valorem basis
the total
electricity vended
through our
platform. Ad-hoc
hardware sales
of utility
meters
 also an additional contribution to revenue.

 Payments:
 Our payment
solutions enable
payment acceptance
for us
and external
enterprises, on
which we
earn a
fee per
 transaction processed.

 Developments during Fiscal 2025
 This item
generally discusses
our 2025
results compared
to our 2024
results. Discussions
2024 results
our
 2023 results can be found within our Annual Report on Form 10-K
for the year ended June 30, 2024.
 Merchant Division
 Performance in Merchant has been driven by:

 Merchant acquiring
 Merchant acquiring includes 84,541 devices deployed under the Adumo,
Card Connect and Kazang brands.
 2025
 2024
 2023
 2024
 Number of devices in deployment

 84,541
 51,880
 44,935
 63%
 Total Throughput
for the year (ZAR billions)
 35.5
 15.6
 12.0
 127%

 2025 is inclusive of approximately 29,000 devices deployed by Adumo with the Adumo transaction closing on October
 1, 2024, the impact of which is not included in the prior period comparatives.

 Throughput increased
35.5 billion
year,
driven mainly
inclusion of
Adumo for
nine months
of
 fiscal 2025 and 15% year-on-year growth attributable
to Kazang Pay.
 Software
 Our software solutions are offered through GAAP.

 2025
 Number of GAAP sites

 9,649
 Approximate ARPU per site (ZAR)
 (1)
 3,144

(1) ARPU
is calculated
on a revenue
per site basis,
as monthly
figure based
on a three
-month rolling
average for the
quarter
 ending June 30, 2025.

 GAAP was acquired on October 1, 2024.

 Monthly
ARPU
per
site
combines
on
a
rental
basis
and
subscription
revenue,
but
excludes
the
 merchant acquiring revenue when our software customers utilize our merchant
acquiring payment solutions.
 Cash
 2025
 2024
 2023
 2024
 Number of devices in deployment
 4,572
 4,448
 4,393
 3%
 Cash settlements (throughput) for the year (ZAR billions)
 114.8
 112.6
 110.1
 2%
 Our cash business continues to reflect a tale of two distinct markets:

 Small-to-Medium
sector: Ongoing
decline in
cash usage
with flat
net growth
in vault
activity in
a more
mature
 digital economy where cash is increasingly displaced by digital alternatives.

 Micro-merchant market: High cash prevalence and increasing digital adoption is supporting strong growth in the numbers of
 devices and cash settlements. Throughput in
our vaults placed in the
micro-merchant sector increased more than 90% to
ZAR
 13.8 billion
in fiscal
2025, representing
more than
10% of
total vault
throughput for
over 5%
a year
 ago. This is fast becoming a meaningful contributor to our cash offering.

 Lending
 Our lending
solutions are
offered to
merchants through
Capital Connect and
Adumo Capital.
Adumo Capital
is a joint
venture
 with Retail Capital, a division of Tyme
Bank, with a 50:50 profit share.
 2025
 2024
 2023
 2024
 Total lending origination
volume (ZAR millions)
 (1)
 28%
 Total net loan book
outstanding at period end (ZAR millions)
 (1)
 69%
 (1) Amounts reflected above includes 100% of
Adumo Capital's
credit disbursed and net loan book.

 2025 is inclusive
of lending origination volume
(for nine months)
and the net loan
book under the
Adumo brand, with
 the Adumo transaction closing on October
1, 2024, the impact of
which is not included in
the prior period comparatives.

 Capital Connect comprises more than 70%
of our merchant lending activity. After a
challenging two-year period shaped
 by
macroeconomic
headwinds,
origination
volume
rebounded
2025.
 Connect disbursed ZAR 783 million
in 2025, compared with ZAR 716
million last year and ZAR 769 million
in 2023.
 This recovery has been driven
by targeted strategic interventions, including dedicated sales
teams, improved proprietary
 visibility
into
merchants'
activity,
emphasis
on
new
client
and
renewals
for
repeat
 borrowers.

 ADP
 ADP in our Merchant Division includes prepaid solutions (airtime, data,
electricity and gaming), bill payments, IMT and
 supplier enabled payments. IMT and bill payments are included in the supplier
enabled throughput shown below,
with supplier
 payments representing the most significant contributor to ADP throughput
in the Merchant Division.

 2025
 2024
 2023
 2024
 Number of devices in deployment
 94,345
 87,562
 74,955
 8%
 Total throughput
for the year (ZAR billions)
 42.5
 33.0
 27.6
 29%
 Prepaid solutions throughput for the year (ZAR billions)
 19.1
 18.1
 14.8
 6%
 Supplier enabled payments throughput for the year (ZAR
 billions)
 23.4
 14.9
 12.8
 57%

 We
had
94,345
devices
deployed
as
of
June
30,
2025,
representing
a
8%
year-on-year
growth.
Core
to
our
device
 placement strategy
is the decision
to focus on
quality business
and optimizing
our existing
fleet, which
is reflected
in
 healthy throughput growth.

 Total
throughput
29%
to
ZAR
42.5
billion
year-on-year,
driven
by
a
57%
in
supplier
enabled
 payments.
 Unification of Merchant under Lesaka brands
 Over the
past three
years, we
have
brought together
Kazang and
Connect and
subsequently added
Adumo and
GAAP to
our
 Merchant Division. In 2025, we accelerated the integration of our micro-merchant and merchant businesses as we build an integrated,
 multi-product platform
serving merchants of
all sizes. The
unification of our
Merchant Division's
operations and the
realignment of
 these
under
a
single
identity
has
commenced.
We
expect
streamlining
efforts
to
reduce
complexity,
eliminate
 duplication,
and
unify
our
go-to-market
strategy.
As
a
of
these
actions,
we
have
reorganization
costs,
as
well
as
 additional intangible asset amortization charges due
to the shortening of the deemed useful lives of some of our brands.
 Consumer Division

 Our consumer base includes South African grant beneficiaries and other EasyPay
Payouts cardholders.

 Our grant beneficiary base
includes both permanent and
non-permanent grant beneficiaries. As
the division has evolved,
 both sub-categories of consumers are revenue generating and hence the combined consumer base metrics shown below
 are most appropriate to measure the performance of the division financially and operationally. Although historically we
 have
shown
these
metrics
separately,
it
is
maintained
that
90%
of
the
active
base
are
permanent
grant
 beneficiaries.

 Our definition
of an active
consumer is any
EPE consumer that
has made a
voluntary transaction (debit
and/or credit)
 within the last
90 days.
Consumers who may
be charged a
monthly banking fee
but have
not made a
voluntary transaction
 in the last 90 days would not be considered an active consumer.

 The definition of an active consumer reflects the revenue generating engagement of our entire consumer base and more
 accurately tracks our current and future monetization strategy for
the division.

 We will continue
to show the EasyPay Payouts separately given this follows a different
monetization model.

 2025
 2024
 2023
 2024
 Transactional accounts
(banking) - EPE
 Total active EPE transactional
account base at year end
 (millions)
 1.9
 1.5
 1.3
 24%
 Approximate Net EPE account activations for the year – active
 EPE transactional account base (number '000)
 48%
 Lending - EasyPay Loans
 Approximate number of loans originated during the year
 (number '000)
 1,299
 1,061
 22%
 Gross advances in the year (ZAR millions)

 2,500
 1,686
 1,306
 48%
 Loan book size, before allowances, at year end (ZAR millions)
 (1)
 82%
 Insurance - EasyPay Insurance
 Approximate number of insurance policies written in the year
 (number '000)
 23%
 Total active insurance
policies on book as of year end (number
 '000)
 28%
 Gross written premium (ZAR millions)
 38%
 Average
per
per
month,
in
the
quarter,
 (active customers) (ZAR)
 (2)
 11%
 EasyPay Payouts
 Approximate number of active cardholders (number '000)
 212,724
 n.a.
 n.a.
 nm
 Approximate load value for the year (ZAR millions)
 (3)
 n.a.
 n.a.
 nm
 (1) Gross loan book, before
provisions.
 (2) ARPU is calculated on a revenue
per active consumer basis whereby an
active consumer can be both a permanent and
non-
 permanent grant beneficiary with prior
periods adjusted for comparison
purposes. Previously ARPU represented only accounted
 for permanent grant beneficiaries. ARPU is a monthly figure based on a 3-month rolling average for the quarter ended June 30,
 2025.
 (3) Represents
the 9-month
period for
given Adumo
integration into
results from
the second
quarter of
 onwards.

 Driving customer acquisition, supported by increased focus on
customer service.
 o
 Net active account growth
(
 permanent grant beneficiaries
per SASSA's
monthly Social Assistance report
for June
 30, 2025, on
the SASSA statistical
reports portal)
 for the year
was approximately
348,000 accounts,
 approximately 235,000 a year ago (fiscal 2024).
 o
 Our focus
is on
all revenue
generating consumers
who have
initiated a
transaction within
the last
90-day period.
 This
will
both
permanent
and
temporary
grant
beneficiaries.
Our
total
active
base
stood
at
 approximately 1.9 million at the end of June 2025, compared to 1.5 million
a year ago.

 Progress on cross selling.
 EasyPay Loans

 o
 We
originated approximately
1.3 million
loans during
the year,
with our
consumer loan
book, before
 ("gross book"), increasing 82% to ZAR
996 million as of June 30, 2025, compared
to ZAR 548 million as of June
 30, 2024.
 o
 We
have not
amended our
credit scoring
or other
lending criteria,
growth is
reflective of
the demand
for
 our tailored
loan product
for this
market, growth
in EPE
bank account
customer base
and improved
cross-selling
 capabilities.
 o
 The loan conversion rate continues to improve following the implementation of several targeted Consumer lending
 campaigns and encouraging results from our digital channels.

 o
 The portfolio loss ratio, calculated as the loans written off over the last 12 months as a percentage of the total gross
 loan book at the end
of the quarter,
has remained stable at approximately
6% on an annualized basis,
 a year ago (fourth quarter of fiscal 2024). With
the roll-out of the new lending product, targeting
larger loans for a
 longer tenor, we expect a modest and non
-material increase in the portfolio loss ratio.

 EasyPay Insurance

 o
 Our insurance product sales
continue to grow
and is a
material contributor to the
improvement in our overall
ARPU.
 We
have been able to
improve customer penetration
to approximately 34%
of our active permanent
grant account
 base as of June 30, 2025, compared to 33% as of June 30, 2024. Approximately 210,000 new policies were written
 in the year, increasing 23% compared to approximately 170,000 a year ago. The total number of active policies has
 grown 28% to approximately 564,000 policies at year end, compared to
439,000 policies a year ago (fiscal 2024).
 ARPU

 o
 ARPU for
our active
consumer base
has increased
to approximately
ZAR 85
per month
fourth quarter
of
from approximately
ZAR 76
a year
ago (during
the fourth
quarter of
fiscal 2024).
ARPU reflects
the
 definition of an active customer and includes permanent and non-permanent grant
beneficiaries.
 EasyPay Payouts
 o
 The number of active
card holders was approximately 213,000
at year end, with
a load value of
approximately ZAR
 457 million for 9 months with the Adumo transaction closing on October
1, 2024.

 Enterprise Division
 ADP includes
prepaid solutions
and bill
payments through
channels such
as retailer
distribution networks
and online
 apps.
 2025
 2024
 2024
 ADP
 Total Throughput
for the year (ZAR billions)
 40.7
 38.5
 6%
 Utilities
 Total Throughput
for the year (ZAR millions)
 (1)
 1,329
 1,051
 26%
 Number of Registered Meters (Thousands)
 524,711
 444,397
 18%
 (1) The Recharger
transaction closed on
March 3, 2025.
Utility payments throughput
for fiscal 2025
is a 4-month
contribution
 (comprising a
1-month contribution
third
quarter and
a full
quarter contribution
fourth quarter).
Utilities throughput
 shown combines historical performance pre
-acquisition.

 Acquisition of Bank Zero
 On June
26, 2025,
we announced
the acquisition
of Bank
Zero, subject
to regulatory
approval. The
transaction marks
another
 key
milestone
in
our
journey
to
build
a
vertically
fintech
platform.
The
of
Bank
Zero's
digital
 infrastructure and its operational banking license, together with our fintech and distribution platform, is intended to transform the way
 Lesaka is able to conduct business in the future, offering key financial,
strategic and regulatory benefits, including:
 (i)
 Better end-to-end servicing of Lesaka's customer base through a full
suite of banking services,
 (ii)
 Unlocking meaningful synergies and new opportunities for
the group,
 (iii)
 Accelerating product innovation and streamlining operations across Consumer,
Merchant and Enterprise,
 (iv)
 Enabling a transformative shift in our financial profile, and
 (v)
 Empowering the combined group to deliver greater value to consumers
and businesses across South Africa.
 Upon completion of the proposed transaction, the
selling shareholders of Bank Zero –
which include Michael Jordaan (Chairman
 of Bank Zero), Yatin Narsai (CEO of Bank Zero), and other
key members of the Bank Zero
will collectively hold an approximate 12%
 stake in Lesaka. Bank Zero sellers will be
subject to regulatory and contractual lockups ranging from between 18 and
36-months post-
 completion, depending on the seller.
 Subject
to
completion
of
the
transaction,
Michael
Jordaan
is
to
join
our
Board
of
Directors,
while
Yatin
Narsai
is
to
as
CEO
of
Bank
Zero.
The
broader
Bank
Zero
leadership
team
will
remain
in
their
roles,
ensuring
 continuity and integration.

 Balance Sheet Optimization

 Debt refinance and new banking partner

 At the end of February 2025, we completed the ZAR 4.5 billion refinance of our debt facilities, including Investec Bank Limited
its
Investment
Banking
division:
Corporate
Solutions)
("Investec
Bank")
as
a
new
partner
alongside
our
 incumbent
bank,
Bank
its
Rand
Bank
division)
("RMB").
The
benefits
of
the
debt
 refinance include:
(i) consolidating most
of our legacy
senior debt facilities
at the center,
(ii) reducing our
overall weighted
 borrowing
rate by
1.3%
per year,
(iii) reshaping
the repayment
profile
senior
debt, and
(iv)
diversifying our
 funding sources and increasing debt facility headroom, thereby creating
flexibility and capacity for organic and inorganic growth.

 Refinancing the Merchant lending facility

 At the end of September 2025, we refinanced and increased our merchant lending facility to $22.5 million (ZAR 400 million) to
 create capacity
to fund growth
of our merchant
lending book.
We
achieved a 75
basis point
reduction in
the overall
funding cost
of
 this facility.

 Mobikwik
 We completed the disposal of our major non
-core asset, Mobikwik, for $16.4 million (ZAR 290 million) with proceeds received
 at the end
of June. These
funds have been
included in our
cash balances and
used to partially
offset our
debt, in line
with our stated
 intention.

 Lesaka Employee Share Trust
 We
successfully
launched
Lesaka's
Employee
Share
Ownership
Plan
("Lesaka
ESOP")
in
March
2025
reflecting
our
 commitment to our people and adherence to change of control obligations placed on us by the Competition Commission South Africa
 at the time of
the Connect acquisition in
2022. Our ESOP is
designed to create alignment
with our long-term
growth objectives. The
 Lesaka ESOP
Trust
held an
3% of
our issued
shares at
the date
of implementation,
representing approximately
ZAR 220
 million at the
current market
price. This allocation
of shares ensures
that employees
have a meaningful
stake in our
future financial
 success and gives them the opportunity to share in the value created by us.
 The Lesaka
advances our
transformation initiatives
and plays
an important
role in
improving our
BBBEE rating.
 Our employee base is comprised of 87% designated groups for BBBEE purposes. Through the creation of a broader base
of employee
 ownership, we are helping to promote economic inclusion and contribute
to transformation in the broader South African economy.
 Association of South African Payment Providers ("ASAPP")

 ASAPP,
publicly launched (www.asapp.co.za) in January 2025, is now fully established as the main representatives of non-bank
 participants
in
the
space.
The
eight
original
members
(Altron
Fintech,
Hello
Group
Inc.,
iKhokha
(Pty)
Ltd,
(Pty)
Ltd,
Network
International
Holdings
Plc,
Peach
Payment
Services
(Pty)
Ltd,
Shop2Shop
(Pty)
Ltd,
Yoco
(Pty)
Ltd)
have
been
joined
by
Flash
Group,
PayU
GPO,
Cross
Switch
Ltd,
and
Paycorp
Group.
Key
 workstreams include:

 Greater inclusion of Non-Bank participation in the payment's
ecosystem including services such as settlement of funds
 as part of the Bank's Act.

 Calling to action a review of interchange pricing in South Africa, directly with
the SARB.

 Working alongside the SARB and other regulatory stakeholders
on the strategic direction
of the Faster Payment
System,
 National Treasury Financial Inclusion
Forum and the Payments Industry Body Formation.

 Critical Accounting Policies
 Our audited consolidated
financial statements have
been prepared in accordance
with U.S. GAAP,
which requires management
 to
make
estimates
and
about
events
that
the
of
and
liabilities
and
of
 contingent assets and liabilities.
As future events and
their effects cannot be
determined with absolute certainty,
the determination of
 estimates requires
management's
judgment based
on a
variety of
assumptions and
other determinants
historical experience,
and
and
scientific
techniques.
believes
that
the
 accounting policies
are critical due
to the degree
of estimation required
and the impact
of these policies
on the understandi
ng of the
 results of our operations and financial condition.
 Recoverability of Goodwill
 A significant component
of our growth
strategy is to acquire
and integrate businesses
that complement
our existing operations.
 The purchase
price of
an acquired
business is
allocated to
the tangible
and intangible
assets acquired
and liabilities
assumed
based
 upon their estimated
fair value at the
date of purchase.
The difference between
the purchase price and
the fair value of
the net assets
 acquired is
recorded as goodwill.
In determining
of assets acquired
and liabilities assumed
in a business
combination,
 we use various
recognized valuation methods, including
present value modeling.
Further, we make assumptions
using certain valuation
 techniques, including discount rates and timing of future cash flows.

 We
review the
carrying value
of goodwill
annually (June
30) or
more frequently
if circumstances
indicating impairment
have
 occurred.
 W
 e did not
perform interim impairment
testing in fiscal
2025 as no
triggering events were
identified outside of
the annual
 impairment test date. In performing this review, we are required to estimate the fair value of goodwill that is implied from a valuation
 of the reporting unit to which the goodwill has been allocated after deducting the fair values
of all the identifiable assets and liabilities
 that form part
of the reporting unit.
The determination of
of a reporting
unit requires us
to make significant
judgments
 and estimates.
Changes in
these judgements
and estimates may
impact on
the outcome
impairment test.
For instance,
 value of the ISV reporting
unit included in our acquisition
of Adumo exceeded the carrying value
of the reporting unit as of
 2025, by only 2.4%.
If we had used
a weighted average cost of
capital ("WACC")
rate that was 1%
higher, we would
have recorded
 an impairment of $3.8 million, and if the WACC
rate was 1% lower, the headroom would
have increased from 2.4% to 12.4%.
 In determining
reporting units
for fiscal
2023, our
key judgements
reporting unit
 growth rates and
the weighted-average cost
of capital applicable
to peer and
industry comparables of
the reporting units.
In determining
 the
of reporting
units for
2025,
we
considered
key
judgements
to reporting
unit
rates,
the
 weighted-average cost of capital applicable to peer and industry comparables of the reporting units and the forecast period to be used.
 We base our estimates on assumptions we believe to be reasonable but that are unpredictable and inherently uncertain. In addition, we
 make judgments
and assumptions
in allocating
assets and
liabilities to
each of
our reporting
units. Refer
10 to
our audited
 consolidated financial statements for a summary of the key judgements used in
our impairment testing.
 The results of our impairment tests during fiscal 2025 and 2023 indicated that the fair value of our reporting units exceeded their
values,
with
the exception
$17.0
(related
to
the
Cash Connect,
Adumo
Technologies,
Adumo Payouts
and
 EasyPay reporting units) and $7.0 million
(related to the PPT/
NUETS reporting unit), respectively, of goodwill impaired during fiscal
2023, as discussed
in Note 10
to our audited
statements. The
results of our
impairment tests during
 fiscal 2024
indicated that the fair value of our reporting units exceeded their carrying values and so
did not require impairment.
 Intangible Assets Acquired Through Acquisitions
 The
fair values
identifiable
assets acquired
were determined
by management
using
the
 purchase method
of accounting. We
completed the acquisition
of Adumo and
Recharger during
fiscal 2025 where
we identified and
 recognized intangible assets. We
did not identify any significant intangible assets related to the Touchsides
acquisition in fiscal 2024.
 We
used the
relief from
royalty method
to value
identified brands
identified in
the Adumo
acquisition, and
the multi-period
excess
 earnings method to value identified customer relationships and
the replacement cost approach to value
the identified technology assets
 related to Adumo and Recharger
.
We have used
the relief from royalty method, the
multi-period excess earnings method, the
 approach
and
the
cost
approach
to
value
other
historic
acquisition-related
assets.
In
so
doing,
we
made
 regarding expected future revenues and
expenses to develop the
underlying forecasts, applied contributory asset
charges, WACC rates,
 and useful lives.

 The valuations were based on information available at the
time of the acquisition and the expectations and
assumptions that were
 deemed reasonable by us. No assurance can be given, however,
that the underlying assumptions or events associated with such assets
 will occur as
projected. For these
reasons, among others,
the actual cash
flows may vary
from forecasts of
future cash flows.
To
the
 extent actual cash flows
vary, revisions
to the useful life
or impairment of intangible
assets may be necessary.
Management assesses
 the useful life of
the acquired intangible assets
upon initial recognition and revisions
to the useful
life or impairment of
these intangible
 assets may be necessary in the future.

 For instance, during early
calendar 2025, our executive
considered the unification of
our merchant segments operations
 realignment of
our brands
master brand
"Lesaka".
 We
 have identified
the steps
and timing
to realign
the affected
 under
the
master
brand
and
expect
to
have
alignment
by
2027,
with
to
be
aligned
by
 December 2025. The change in
brands has resulted in a
change in the useful
life of certain of
our brand and trademark intangible
 which
has
resulted
in
an
in
of
$2.6
the
year
ended
June
30,
2025.
Furthermore,
we
 recorded an
of $1.8
million related
to Adumo
intangible assets which
were fully
impaired during
the
 year ended June 30, 2025. Refer to Note 10 of our audited consolidated
financial statements for additional information.
 Revenue recognition – principal versus agent considerations
 We generate
revenue from the provision of transaction-processing
services through our various platforms
and service offerings.
 We use these platforms to (a) sell prepaid airtime
vouchers that are held as
inventory and (b) distribute ADP, including prepaid airtime
 vouchers (which we do not hold as inventory), prepaid electricity, gaming vouchers, and other services, to end consumers through our
 platforms. The determination of whether we act as a principal
or as an agent when providing these services using
guidance contained
 in
 Accounting
Standards
Codification
("ASC")
from
Contracts
with
Customers

a
of
 judgement. When
we are the
principal in
a transaction,
revenue is reported
on a gross
basis. When
we are an
agent in
a transaction,
is recognized
the amount
that
we are
contractually
entitled to
receive
for
performing
the distribution
service on
 behalf of our customers.
 Finance Loans Receivable and Allowance for Credit Losses
 Merchant lending
 The allowance for credit losses related to Merchant finance loans receivables is calculated by multiplying the expected write-off
 rate for
doubtful or
legal debt
total actual
receivables in
default plus
multiplying the
lifetime loss
rate with
the month-end
 outstanding lending book. Our risk management procedures include adhering to our proprietary lending criteria which uses an online-
 system loan application
process, obtaining
necessary customer
transaction-history data
and credit bureau
checks. We
consider these
 procedures to
be appropriate
because it
takes into
account a
variety of
factors such
customer's credit
capacity and
customer-
 specific risk factors when originating a loan.
 We recently
(in the past three years)
commenced lending to merchant
customers and uses historical
default experience over
the
 lifetime of loans generated thus far in order to calculate a lifetime loss rate for the
lending book. In addition, management determines
 the expected write-off
rate for doubtful or
legal debt based on historical
recovery trends for defaulted
receivables. The allowance for
 credit losses related
to these merchant
finance loans receivables
is calculated by
multiplying the expected
write-off rate for
doubtful
 or legal debt with the total actual receivables in default plus multiplying the lifetime loss rate with the month-end outstanding lending
 book.
The lifetime loss
rate as of June
30, 2025 and
June 30, 2024, was
1.14% and 1.18%,
The performing component
 (that is, outstanding loan payments
not in arrears), under-performing component (that is,
outstanding loan payments that are
in arrears)
 and
non-performing
component
(that
is,
loans
for
which
appeared
to
have
ceased)
of
the
book
 approximately 95%, 4% and 1%, respectively,
of the outstanding lending book as of June 30, 2025.
 Prior to
July 1, 2023,
we maintained
an allowance
for credit
losses -
finance loans
receivable related
to our Merchant
with
to
loans
to
qualifying
customers.
Our
policy
was
to
regularly
review
the
ageing
of
amounts due
from these
merchants and
an allowance
is created
full amount
outstanding if
the customer
was in
 arrears for more than 15 days. We wrote off loans and related interest and fees when it is evident that reasonable recovery procedures,
 including where deemed necessary,
formal legal action, had failed.
 Consumer microlending
 The allowance for credit
losses related to Consumer finance
loans receivables is calculated
by multiplying the lifetime
loss rate
 with the month-end outstanding lending book
, excluding upfront initiation fees.
Loans to customers have
a tenor of up
to nine months,
 with the majority of loans originated having a tenor of six months. 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. We
consider this policy
to be appropriate
 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.
may
be
should
the
of
its
to
make
when
due
 deteriorate in the future. While
the allowance for credit
losses is primarily determined utilizing
a provisioning model, there is still
an
 element of judgment
required to assess the
ultimate recoverability of
these finance loan receivables,
including ongoing evaluation
of
 the creditworthiness of each customer.
 We
have operated this
lending book for
more than five
years and use
historical default experience
over the lifetime
of loans in
 order to calculate a lifetime loss rate for the lending book. We analyze 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. The allowance for credit losses related to these microlending finance loans receivables is calculated
by multiplying the lifetime
 loss rate with the month
end outstanding lending book,
excluding upfront initiation fees. The
lifetime loss rate as of each
of June 30,
 2024
and June 30,
2024, was 6.50%. The
performing component (that is,
outstanding loan payments not
in arrears) of the
book exceeds
 more than 98% of outstanding lending book as of June 30, 2025.

 Prior to July
1, 2023, we
maintained an allowance
for credit losses
- finance loans
receivable related to
our Consumer services
 segment with respect
to short-term loans
to qualifying customers.
Our policy was
to regularly review
the ageing
of outstanding amounts
 due from
borrowers and
adjust the
provision based
on management's
estimate of
the recoverability
of finance
loans receivable.
We
 wrote off microlending loans and related service fees if a borrower is
in arrears with repayments for more than three months or, in
the
 event of the borrower's death, or if the borrower was under
debt review.
of investment in Cell C
 We have elected to measure
our investment in
Cell C, an
unlisted equity security, at fair
value using the
fair value option.
Changes
 in
the
fair
value
of
this
are
in
the
"change
in
fair
value
of
securities"
in
our
audited
 consolidated statements of operations. The tax impact related to the change in
fair value of equity securities is included in income tax
 expense in our audited
consolidated statements of operation.
The determination of
the fair value of this
equity security requires us
to
 make significant judgments
and estimates.
We base our estimates
on assumptions we
believe to be
reasonable but that
are unpredictable
 and inherently uncertain. Refer
to Note 6
of our audited consolidated
financial statements regarding the
valuation inputs and
sensitivity
 related to our investment in Cell C.
 We used a discounted cash flow model to determine the fair value of our investment in Cell C as of June 30, 2024 and 2023, and
 valued Cell C at
$0.0 (zero) as of each
of June 30, 2025 and
2024. We utilized the latest business plan provided by Cell
C management
period ended
May 31,
2030, for
the June
valuation and
the business
plan approved
by Cell
C management
 period ended December 31, 2027, for the June 30, 2024, valuation, and the
following key valuation inputs were used:
 Weighted Average
Cost of Capital:
 24% as of June 30, 2025 and between 21% and 23% as of June 30, 2024
 Long-term growth rate:
 4.5% (4.5% as of June 30, 2024)
 Marketability discount:
 15% (20% as of June 30, 2024)
 Minority discount:
 17% (24% as of June 30, 2024)
 Net adjusted external debt - June 30, 2025:
 (1)
 ZAR 8.3 billion ($0.5 billion), no lease liabilities included
 Net adjusted external debt - June 30, 2024:
 (2)
 ZAR 8 billion ($0.4 billion), no lease liabilities included
 (1) translated from ZAR to U.S. dollars at exchange rates applicable as of June 30,
2025.
 (2) translated from ZAR to U.S. dollars at exchange rates applicable as of June 30,
2024.
 We
believe the
Cell C
business plan
is reasonable
the current
performance and
the expected
the business
 model. Refer to the sensitivity analysis included in
Note 6 to our audited consolidated financial statements
related to our valuation of
 Cell C as of June 30, 2025.
 On September 1, 2025,
Cell C's largest
shareholder, Blue
Label Telecoms
Limited ("BLT"),
announced that BLT,
The Prepaid
 Company Proprietary Limited (a wholly-owned subsidiary of BLT), Cell C Limited, Comm Equipment Company Proprietary Limited
 (a
wholly-owned
indirect
of
BLT),
K2021889191
(South
Africa)
(RF)
Limited,
and
K2022559963
(South
 Africa)
(RF)
Limited,
had
into
an
agreement
setting
out
the
terms
of
the
restructure
of
BLT
and
its
 subsidiaries (the
"Pre-Listing Restructuring").
The Pre-Listing
Restructuring encompasses
various transactions
aimed at
optimizing
 Cell C's
capital structure
and balance sheet
in preparation for
a separation and
listing of the
Cell C business
on the JSE.
The Cell C
 listing remains subject to, amongst other things, market conditions, shareholder, regulatory and other relevant approvals and therefore
 the exact date of listing is
unknown at the date of this Annual
Report on Form 10-K. The listing
of Cell C's
business on the JSE may
a change
methodology used
to value
our interest
in Cell
C because
use its
quoted listed
price instead
 discounted cash flow model currently used.
 Recent Accounting Pronouncements
 Recent accounting pronouncements adopted
 Refer
to
Note
2 of
our
audited consolidated
statements for
a full
description
of recent
accounting
pronouncements,
 including the dates of adoption and effects on financial
condition, results of operations and cash flows.

 Recent accounting pronouncements not yet adopted as of June 30, 2025
 Refer to Note 2
of our audited consolidated
financial statements for a
full description of recent
accounting pronouncements not
 yet adopted as of June 30, 2025, including the expected dates of adoption
and effects on financial condition, results of operations and
 cash flows.

 Currency Exchange Rate Information

 Actual exchange rates
 The actual exchange rates for and at the end of the periods presented were
as follows:
 Table 1
 2025
 2024
 2023
 ZAR: $ average exchange rate

 18.1644
 18.7070
 17.7641
 Highest ZAR: $ rate during period

 19.6350
 19.4568
 19.7558
 Lowest ZAR: $ rate during period

 17.1144
 17.6278
 16.2034
 Rate at end of period

 17.7554
 18.1808
 18.8376
 Translation Exchange Rates
 We are required
to translate our results of operations from ZAR to U.S. dollars on a monthly
basis. Thus, the average rates used
 to translate this data for the years ended June 30, 2025, 2024 and 2023, vary slightly from the averages shown in the table above. The
 translation rates we use in presenting our results of operations are the rates shown
in the following table:
 Table 2
 2025
 2024
 2023
 Income and expense items: $1 = ZAR

 17.9031
 18.6844
 17.9400
 Balance sheet items: $1 = ZAR

 17.7554
 18.1808
 18.8376
 We
have
translated
the
of
and
for
the
year
ended
June
30,
2025
and
2024,
 provided in
the tables
below using
the actual
average exchange
rates per
month between
the USD
and ZAR
to reduce
the
of information
presented to
our chief
operating decision
maker.
The impact
of using
this method
compared with
the
 average rate for the
quarter and year to
date is not significant,
however, it does result in
minor differences. We believe that presentation
 using
the
rates
per
month
compared
with
the
rate
per
quarter
and
for
the
year
improves
the
 accuracy of the information presented in our external financial
reporting and leads to fewer differences between our external reporting
 measures which are supplementally presented in ZAR, and our internal management
information, which is also presented in ZAR.

 Results of operations
 The discussion
consolidated overall
results of
operations is
as reflected
audited consolidated
 financial statements which are prepared in accordance
with U.S. GAAP.
We analyze our
results of operations both in U.S. dollars, as
 presented in the audited consolidated financial statements, and supplementally in ZAR, because ZAR is the functional currency of the
 entities which contribute the majority of our results and is the currency in which
the majority of our transactions are initially incurred
 and
measured.
Presentation
of
our
in
ZAR
is
a
measure.
Due
to
the
of
 fluctuations between
the U.S. dollar
and ZAR on
our reported
results and
because we
use the
U.S. dollar as
our reporting
currency,
 we believe that
the supplemental presentation
of our results
of operations in
ZAR is useful
to investors to
understand the changes
in
 the underlying trends of our business.

 Our
in
"—Results
of
by
segment"
total
per
 operating segment before intercompany
eliminations. A reconciliation between
total operating segment revenue and
revenue, as well
 as the reconciliation between our segment performance measure and net loss before tax (benefits) expense, is presented in our audited
 consolidated financial statements
in Note 21 to
those statements. Our
chief operating decision maker
is our Executive Chairman
and
 he
evaluates
performance
based
on
interest,
tax,
depreciation
and
("EBITDA"),
 adjusted for
items mentioned
next sentence
("Segment Adjusted
EBITDA") for
each operating
segment. We
allocate
 once-off items (as defined below), stock-based compensation charges, depreciation and amortization, impairment of goodwill or other
 intangible assets,
other items
(including gains
or losses
on disposal
of investments,
adjustments to
equity securities,
fair
 value
to
options),
income,
expense,
tax
or
loss
from
to
our
segments.
We
have
an
intercompany
in
our
 EBITDA for fiscal
2025. Once-off items represent
non-recurring expense items,
including costs related
to acquisitions and
 consummated or
ultimately not
pursued. The
Stock-based compensation
adjustments reflect
stock-based compensation
expense and
 are both excluded from the calculation of Segment Adjusted EBITDA and
are therefore reported as reconciling items to reconcile the
 reportable segments' Segment Adjusted EBITDA to our loss before income
tax expense. Effective from fiscal 2025, all lease charges
 are allocated
to our operating
segments, whereas
in previous
filings we
presented certain
lease charges
on a separate
line outside
of
 our operating segments. Prior
period information has been
recasted to include the lease
charges which were
previously reported on a
 separate line in our Consumer and Merchant (and now Merchant, Consumer
and Enterprise) operating segments.
 Group
EBITDA
EBITDA
after
deducting
group
costs.
Refer
also
"Results
of
 Operations—Use of Non-GAAP Measures" below.
 In fiscal 2025 we closed the acquisitions of Adumo
and Recharger and have integrated their businesses into our
ours. Our fiscal
 2025 financial results
include Adumo from
October 1, 2024
from March 3,
2025. Refer also
to Note 3
to the audited
statements for
additional information
regarding these
transactions. Adumo
are not included
in
 our financial results for fiscal 2024 and 2023.
 We
analyze our
business and
in terms
of three
inter-related
but independent
operating segments:
(1) Merchant
(2)
 Consumer and (3) Enterprise.
In addition, corporate activities
that are impracticable to
allocate directly to the
operating segments, as
 well as any inter-segment eliminations, are included in Group costs. Inter-segment revenue eliminations are included
in Eliminations.
 Fiscal 2025 Compared to Fiscal 2024
 The following factors had
a significant influence on
our results of
operations during fiscal 2025
as compared with
the same period
 in the prior year:

 Revenue increased:
 Our revenues
increased by
16.9% in
U.S. dollar
and 13.5%
in ZAR,
primarily due
inclusion of
 Adumo
and
an
in
value-added
services activity
in
Merchant,
higher Pinned
Airtime
sales,
as well
as
 higher transaction, insurance and lending revenues in Consumer,
which was partially offset by a lower contribution from our
 legacy Enterprise businesses;

 Operating
increase,
costs:
 Operating
income,
and
costs,
 significantly primarily
due to contribution
s
from Adumo
from October
1, 2024
from March
3, 2025,
which
 were partially offset
by increased costs and an
increase in amortization
of acquisition-related intangible assets
 acquisition of Adumo and Recharger;

 Non-cash fair value adjustment related to equity securities:
 We recorded a non
-cash fair value loss of $59.8 million during
 fiscal 2025 related to the disposal of our investment in MobiKwik;

 Higher net
interest charge:

Net interest
charge
increased to
$18.9 million
(ZAR 342.8
million) from
$16.6 million
(ZAR
 311.1 million) primarily
due to higher overall borrowings, which
was partially offset by an increase
in interest received as a
 result of the inclusion of Adumo; and

 Foreign exchange movements:

The U.S. dollar was 4.2% weaker against the ZAR during fiscal
2025 compared to the prior
 period, which positively impacted our U.S. dollar reported results.

 Consolidated overall results of operations
 This discussion is based on the amounts prepared in accordance with U.S. GAAP.
 The following tables show the changes in the items comprising our statements of operations,
both in U.S. dollars and in ZAR:

 Table 3
 In U.S. Dollars
 Year
 2025
 2024
 $ %

 17%
 Cost of goods sold, IT processing, servicing and support

 486,546
 442,673
 10%

 131,512
 91,969
 43%

 33,721
 42%
 18,863
 -
 nm
 Transaction costs related to Adumo, Recharger
and Bank Zero acquisitions and
 certain compensation costs

 16,159
 2,325
 595%
 Operating (loss) income

 (27,100)
 3,590
 nm
 Change in fair value of equity securities
 (59,828)
 -
 nm
 Loss on disposal of equity-accounted investment
 -
 nm
 Reversal of allowance for EMI doubtful debt receivable
 -
 nm

 2,596
 2,294
 13%

 21,453
 18,932
 13%
 Loss before income tax (benefit) expense

 (105,946)
 (12,798)
 728%
 Income tax (benefit) expense

 (18,198)
 3,363
 nm
 Net loss before earnings (loss) from equity-accounted investments

 (87,748)
 (16,161)
 443%
 Earnings (Loss) from equity-accounted investments

 (1,279)
 nm
 (87,634)
 (17,440)
 402%
 Add net loss attributable to non-controlling interest

 -
 nm
 Net loss attributable to us

 (87,504)
 (17,440)
 402%
 Table 4
 In South African Rand
 Year
 2025
 2024
 ZAR %

 11,980,399
 10,553,233
 14%
 Cost of goods sold, IT processing, servicing and support

 8,833,924
 8,280,262
 7%

 2,388,795
 1,719,992
 39%

 612,298
 442,570
 38%
 334,929
 -
 nm
 Transaction costs related to Adumo, Recharger
and Bank Zero acquisitions and
 certain compensation costs

 291,358
 43,154
 575%
 Operating (loss) income

 (480,905)
 67,255
 nm
 Change in fair value of equity securities
 (1,089,871)
 -
 nm
 Loss on disposal of equity-accounted investment
 2,886
 -
 nm
 Reversal of allowance for EMI doubtful debt receivable
 -
 4,741
 nm

 47,108
 42,896
 10%

 389,882
 354,048
 10%
 Loss before income tax (benefit) expense

 (1,916,436)
 (239,156)
 701%
 Income tax (benefit) expense

 (328,347)
 62,616
 nm
 Net loss before earnings (loss) from equity-accounted investments

 (1,588,089)
 (301,772)
 426%
 Earnings (Loss) from equity-accounted investments

 2,035
 (24,298)
 nm
 (1,586,054)
 (326,070)
 386%
 Add net loss attributable to non-controlling interest

 2,307
 -
 nm
 Net loss attributable to us

 (1,583,747)
 (326,070)
 386%

 Revenue increased
by $95.5
1.4 billion)
or 16.9%
(in ZAR,
13.5%).
The increase
in ZAR
was primarily
due to,
 the inclusion
of Adumo,
an increase
volume of
value-added
services provided
(Pinless Airtime
and
gaming), an
in
 Pinned Airtime sales, an increase
in certain issuing fee base prices
and transaction activity in our issuing
business, and an increase in
premiums
collected
and
revenues
higher
loan
originations.
Refer
to
discussion
above
at
"—Recent
 Developments" for a description of key trends impacting our revenue this
fiscal year.
 Cost of goods sold, IT processing, servicing and support increased by $43.9 million (ZAR 0.6 million) or 9.9% (in ZAR, 6.7%),
 primarily due
inclusion of
Adumo, higher
commissions paid
ADP revenue
generated, and
higher insurance-related
 claims and third-party transaction fees, which was partially offset
by the decrease in Pinned Airtime sales.
 Selling, general
and administration expenses
increased by $39.5
million (ZAR 668.8
million), or 43.0%
(in ZAR, 38.9%).
The
 increase was primarily
due to the inclusion
of Adumo; higher
employee-related expenses
(including annual salary
increases); higher
 stock-based compensation
charges, consulting
fees and audit
fees; and the
year-over-year
impact of inflationary
increases on certain
 expenses.
 Depreciation
and
by
$10.06
(ZAR
169.7
million),
or
42.5%
(in
ZAR,
38.4%).
The
 increase was due to the inclusion of acquisition-related intangible asset amortization related
to intangible assets identified pursuant to
 the Adumo and Recharger acquisitions and an increase
in depreciation expense related to additional POS devices deployed.
 During fiscal
2025, we
recorded an
which includes
an impairment
of goodwill
of $17.0
million related
 impairment of goodwill allocated
to each of Merchant,
Consumer and Enterprise as
well as an impairment of
intangible assets of 1.8
 million. Refer to
Note 10 of
our audited consolidated
for additional information
regarding these impairment
losses.
 Transaction costs related to Adumo, Recharger
and Bank Zero acquisitions and certain compensation costs includes
fees paid to
 external service
providers associated
with legal
and advisory
services procured
to close
the Adumo
transaction on
October 1,
2024,
 and the Recharger transaction in March 2025,
as well as post-combination compensation charges recognized
related to the Recharger
 acquisition of $13.6 million
(ZAR 245.7 million) and
increased primarily due to
these post-combination compensation charges.
This
 caption also includes
transaction costs related
to the proposed
acquisition of Bank
Zero. Refer to
Note 3 to
our audited consolidat
ed
 financial statements for additional information.
 Our operating (loss)
income margin in
and 2024 was (4.1%)
and 0.6%, respectively.
We
discuss the components of
 operating loss margin under "—Results of operations
by operating segment."

 The change in fair value of equity securities of $59.8 million during fiscal 2025 represents a non-cash
fair value adjustment loss
 related to MobiKwik. We
did not record any changes
in the fair value of
equity interests in MobiKwik during
the fiscal 2024, or
any
 fair value adjustments for Cell C during fiscal 2025 or 2024, respectively.
We continue to carry our investment
in Cell C at $0 (zero).
 Interest on surplus cash increased to $2.6 million (ZAR 47.1 million) from $2.3 million (ZAR 42.9 million), primarily due to the
 inclusion of Adumo and higher overall average cash balances on deposit during
fiscal 2025 compared with 2024.
 Interest expense increased to $21.5
million (ZAR 389.9 million)
from $18.9 million (ZAR 354.0
million). In ZAR, the increase
 was primarily
as a result
of higher
overall borrowings
during fiscal 2025
compared with
the comparable
period in the
prior quarter,
 which was partially offset by lower overall interest rates.
 Fiscal 2025 income tax benefit was $18.2
million (ZAR 328.3 million) compared to an
income tax expense of $3.4 million
(ZAR
 62.6
in
2024.
Our
tax
rate
for
2025
was
impacted
by
deferred
tax
to
the
fair
value
 adjustment to our equity
securities, the reversal of
$12.8 million related to
certain valuation allowances created
in prior years
 (i) an improvement
in profitability of
certain of our
subsidiaries and (ii)
a change in
judgment on the
need for a valuation
 of $11.4 million related to an entity
which we believe has achieved
sustainable profitability, the tax expense recorded by our profitable
 South African operations,
a deferred tax
benefit related to
acquisition-related intangible
asset amortization, non-deductible
 (in transaction-related expenses), the on-going losses incurred by certain of our South African businesses and the associated valuation
 allowances created related to the deferred tax assets recognized regarding
net operating losses incurred by these entities.
 Our effective
tax rate
for fiscal
2024 was
impacted by
the tax
expense recorded
by our
profitable South
African operations,
a
 deferred tax benefit related to acquisition-related intangible asset amortization, non-deductible expenses, the on-going losses incurred
 by certain of our
South African businesses and
the associated valuation allowances
created related to the
deferred tax assets recognized
 regarding net operating losses incurred by these entities.

 Results of operations by operating segment and group costs
 The composition of revenue and the contributions of our business activities to
Group Adjusted EBITDA are illustrated below:

 Table 5
 In U.S. Dollars
 Year
 2025
 % of
 2024
 % of
 %
 Operating Segment
 total
 total
 Consolidated revenue:
 526,598
 80%
 459,790
 81%
 15%
 15%
 12%
 39%
 42,556
 6%
 46,897
 8%
 (9%)

 665,162
 101%
 575,898
 101%
 15%
 (5,461)
 (1%)
 (11,676)
 (1%)
 (53%)
 Total

 100%
 100%
 17%
 36,195
 71%
 29,170
 79%
 24%
 23,949
 47%
 12,679
 34%
 89%
 1,287
 3%
 2,931
 8%
 (56%)
 (10,743)
 (21%)
 (7,844)
 (21%)
 37%
 (3)
 50,688
 100%
 36,936
 100%
 37%
 (1) Segment
for fiscal
2025, includes
reorganization
and retrenchment
costs for
Merchant of
$0.8 million,
 Enterprise of $0.8 million, and Consumer of $0.1
million. Segment Adjusted EBITDA for fiscal 2024, includes retrenchment costs
for
 Merchant $0.3 million and Consumer of $0.2 million.
 (2) Lease expenses which
were previously presented on
a separate line in fiscal
2024 are now included
in Merchant, Consumer
 and Enterprise Segment Adjusted EBITDA. The prior period has been re-presented
to conform with current period presentation.
 (3) Group Adjusted EBITDA
is a non-GAAP measure, refer
to reconciliation below at
"—Results of Operations—Use of
Non-
 GAAP Measures".
 Table 6
 In South African Rand
 Year
 2025
 % of
 2024
 % of
 %
 Operating Segment
 total
 total
 Consolidated revenue:
 9,562,360
 80%
 8,599,450
 81%
 11%
 1,744,429
 15%
 1,294,632
 12%
 35%
 773,057
 6%
 877,317
 8%
 (12%)

 12,079,846
 101%
 10,771,399
 101%
 12%
 (99,447)
 (1%)
 (218,166)
 (1%)
 (54%)
 Total

 11,980,399
 100%
 10,553,233
 100%
 14%
 657,177
 71%
 545,472
 79%
 20%
 435,193
 47%
 237,362
 34%
 83%
 23,724
 3%
 54,924
 8%
 (57%)
 (193,853)
 (21%)
 (146,815)
 (21%)
 32%
 (3)
 922,241
 100%
 690,943
 100%
 33%
 (1)
EBITDA
for
2025,
reorganization
and
retrenchment
costs
for
of
ZAR
15.7
 million, Enterprise
13.6 million,
and Consumer
1.5 million.
Segment Adjusted
EBITDA for
fiscal 2024,
 retrenchment costs for Merchant of ZAR 4.9 million and Consumer of ZAR 3.5 million.
 (2) Lease expenses
which were previously
presented on a
separate line in
fiscal 2024 are
now included in
Merchant and Consumer
 Segment Adjusted EBITDA. The prior period has been re-presented to conform
with current period presentation.
 (3) Group Adjusted EBITDA
is a non-GAAP measure, refer
to reconciliation below at
"—Results of Operations—Use of
Non-
 GAAP Measures".

 Segment revenue primarily increased due to the inclusion
of Adumo, and a higher volume
of ADP provided (Pinless Airtime and
 gaming) and
an increase
in fewer Pinned
Airtime sales.
In ZAR,
the increase
in Segment
is primarily
due to
the
 inclusion of Adumo, which was partially offset by higher operating expenses incurred, including employment-related expenditures, to
 expand
our
offering,
an
in
the
for
higher
loan
originations
and
reorganization
and
 retrenchment costs incurred during fiscal 2025.

 Our Segment Adjusted EBITDA margin (calculated as
Segment Adjusted EBITDA divided by revenue) for
fiscal 2025 and 2024
 was 6.9% and 6.3%, respectively.
due
to higher
fees
from
the higher
EPE
account holders
base,
an
in
issuing
fee
base
prices
and
activity
in
our
issuing
premiums
collected,
 revenues following an increase in loan originations and the inclusion of
Adumo. This increase in revenue has translated into improved
 profitability, which was partially offset
by a higher allowance for credit losses following an increase in loan originations during fiscal
 2025,
higher insurance-related
claims, interest
expense (of
ZAR 61.4
incurred to
fund our
lending book,
higher computer
 software license costs, and the
year-over-year impact of inflationary increases on certain expenses.
We have included an intercompany
 interest expense in our Consumer Segment Adjusted EBITDA for fiscal 2025
compared with fiscal 2024.
 Our Segment Adjusted EBITDA margin for fiscal 2025
and 2024 was 24.9% and 18.3%, respectively.
decreased primarily
due to
fewer ad
hoc hardware
sales as well
as lower
revenue generated
vouchers,
which
was
partially
offset
by
the
inclusion
of
Recharger.
In
ZAR,
the
decrease
in
 Adjusted EBITDA is primarily due to the impact of few sales,
which was partially offset by the inclusion of Recharger
.

 Our Segment Adjusted EBITDA margin for fiscal 2025
and 2024 was 3.0% and 6.2%, respectively.
 Our group
costs primarily
include employee
related costs
in relation
to employees
specifically hired
for group
roles and
costs
directly
to
managing
the
US-listed
entity;
to
with
the
Sarbanes-Oxley
Act
of
2002;
non-
 employee directors' fees; legal fees; group and US-listed related audit
fees; and directors' and officers' insurance premiums.
 Our group costs for fiscal
2025 increased compared with the prior
period due to higher employee costs
resulting from an increase
 in the number of individuals allocated to group costs and base salary
adjustments, higher bonus expense, travel, audit,
consulting and
 legal fees.
 Fiscal 2024 Compared to Fiscal 2023
 The following factors had
a significant influence on
our results of
operations during fiscal
2024 as compared with
the same period
 in the prior year:

 Higher revenue:
 Our revenues
by
6.9%
in U.S.
dollar
and
11.4%
in ZAR,
due
to an
in low
 margin prepaid
airtime sales and
other value-added
services, as well
as higher transaction,
insurance and
lending revenues,
 which was partially offset by
lower hardware sales revenue in
our POS hardware distribution
business given the lumpy
nature
 of bulk sales;

 Operating
generated:
 Operating
profitability
was
achieved
years
of
as
a
 various cost reduction initiatives in Consumer implemented in prior periods as well as the contribution
from Connect;

 Higher net interest charge:

The net interest charge increased to
$16.6 million (ZAR 311.1 million) from $16.7 million
(ZAR
 299.9 million) primarily due to higher interest rates;

 Significant transaction costs:

We expensed $2.3 million of transaction costs related to the Adumo transaction in fiscal
2024;
 and

 Foreign exchange movements:

The U.S. dollar was 4.1% stronger against the ZAR during fiscal
2024 compared to the prior
 period, which adversely impacted our U.S. dollar reported results.

 The following tables show the changes in the items comprising our statements of
operations, both in U.S. dollars and in ZAR:
 Table 7
 In U.S. Dollars
 Year
 2024
 2023
 $ %

 7%
 Cost of goods sold, IT processing, servicing and support

 442,673
 417,544
 6%

 91,969
 95,050
 (3%)

 23,685
 (0%)
 -
 7,039
 nm
 Transaction costs related to Adumo and Recharger
 2,325
 -
 nm
 Operating income (loss)
 3,590
 (15,347)
 nm
 Reversal of allowance for EMI doubtful debt receivable
 -
 nm
 Loss on disposal of equity-accounted investment
 -
 nm

 2,294
 1,853
 24%

 18,932
 18,567
 2%
 Loss before income tax expense (benefit)
 (12,798)
 (32,266)
 (60%)
 Income tax expense (benefit)
 3,363
 (2,309)
 nm
 Net loss before loss from equity-accounted investments

 (16,161)
 (29,957)
 (46%)
 Loss from equity-accounted investments

 (1,279)
 (5,117)
 (75%)
 Net loss attributable to us

 (17,440)
 (35,074)
 (50%)
 Table 8
 In South African Rand
 (US GAAP)
 Year
 2024
 2023
 ZAR %

 10,553,233
 9,471,800
 11%
 Cost of goods sold, IT processing, servicing and support

 8,280,262
 7,490,739
 11%

 1,719,992
 1,705,196
 1%

 442,570
 424,909
 4%
 -
 126,280
 nm
 Transaction costs related to Adumo and Recharger
 43,154
 -
 nm
 Operating income (loss)
 67,255
 (275,324)
 nm
 Reversal of allowance for EMI doubtful debt receivable
 4,741
 -
 nm
 Loss on disposal of equity-accounted investment
 -
 3,678
 nm

 42,896
 33,243
 29%

 354,048
 333,092
 6%
 Loss before income tax expense (benefit)
 (239,156)
 (578,851)
 (59%)
 Income tax expense (benefit)
 62,616
 (41,423)
 nm
 Net loss before loss from equity-accounted investments

 (301,772)
 (537,428)
 (44%)
 Loss from equity-accounted investments

 (24,298)
 (91,799)
 (74%)
 Net loss attributable to us

 (326,070)
 (629,227)
 (48%)
 Revenue increased by $36.3 million (ZAR 1.1 billion), or 6.9% (in ZAR, 11.4%)
,
primarily due to the increase in the number of
 low-margin
vouchers
sold
and
an
in
volume
of
other
value-added
provided,
as
well
as
higher
 transaction volumes processed, insurance premiums collected
and lending revenues following an increase in loan
originations, which
 was partially offset
by a lower
hardware sales in
our POS hardware
distribution business
given the
lumpy nature of
bulk
 sales.
 Cost of goods sold, IT processing, servicing and
support increased by $25.1 million (ZAR
0.8 billion), or 6.0% (in ZAR,
10.5%),
 primarily due to
the increase in low
margin prepaid airtime
sales, which were
partially offset by
the lower cost of
goods sold related
 to fewer hardware sales.

 Selling, general
and administration expenses
decreased by
$3.1 million (ZAR
14.8 million), or
3.2% (in ZAR,
0.9%).
In ZAR,
 the modest increase
was primarily due to
higher employee-related expenses
related to the expansion
of our senior management
team
 and the year-over
-year impact of
inflationary increases on
employee-related expenses,
which were partially
offset by
the benefits of
 various cost reduction initiatives in Consumer.
 Depreciation and
amortization expense
decreased by
$0.02 million
(in USD,
< 0.1%),
and increased
by ZAR
17.7 million
(in
 ZAR, 4.2%). In ZAR, the increase was due to an increase in depreciation expense
related to additional POS devices deployed.
 During fiscal 2023, we
recorded an impairment loss
of $7.0 million related
to the impairment of our
hardware/ software supply
unit's
goodwill.
Refer
to
Note
of
our
audited
for
 regarding these impairment losses.
 Transaction costs related to Adumo
acquisition includes fees
paid to external
service providers associated
with legal, commercial,
 financial and tax due
diligence activities performed,
fees paid to legal advisors
to draft the purchase
agreement as well as
other legal
 and advisory services procured related to the transaction.
 Our operating income
(loss) margin in
fiscal 2024
and 2023
was 0.6% and (2.9%),
 We
 discuss the components of
 operating loss margin under "—Results of operations
by operating segment."

 We
did
not
record
any
in
the
fair
value
of
interests
in
MobiKwik
and
Cell
C
2024
and
2023,
We continue
to carry our investment
in Cell C at $0
(zero). Refer to Note
9 to our consolidated financial
statements for
 the methodology
and inputs used
in the fair
value calculation for
MobiKwik and Note
6 for the
methodology and
inputs used in
the
 fair value calculation for Cell C.
 During fiscal 2024, we
received an outstanding amount
of $0.3 million related
to the sale
of Carbon in fiscal
2023, which resulted
 in the reversal
of an allowance
for doubtful
loans receivable
of $0.3
million recorded
in fiscal 2023.
We
recorded a
net loss of
$0.2
 million comprising a
loss of $0.4 million
related to the disposal of
a minor portion of
our investment in Finbond
and a $0.25 million
 gain related to the disposal of our entire interest in Carbon during fiscal 2023. Refer
to Note 9 to our consolidated financial statements
 for additional information regarding these disposals.
 Interest on
surplus cash
increased to
$2.3 million
(ZAR 42.9
million) from
$1.9 million
(ZAR 33.2
million), primarily
due to
 higher interest rates.
 Interest expense increased
to $18.9 million
(ZAR 354.0 million)
from $18.6 million
(ZAR 333.1 million),
primarily as a
 of higher overall
interest rates and
higher overall borrowings
during fiscal 2024
compared with comparable
period in the
prior year,
 which was partially offset by lower interest
expense incurred on certain of our borrowings
for which we were able to negotiate lower
 rates of interest during the latter half of fiscal 2023 and again towards the end of calendar 2023
.
 Fiscal 2024 tax
expense was
$3.4 million
(ZAR 62.6
million) compared
to a tax
benefit of $2.3
million (ZAR 41.4
million) in
 fiscal 2023. Our effective tax
rate for fiscal
2024 was impacted by
the tax expense
recorded by our profitable
South African operations,
 a deferred tax
benefit related to
acquisition-related intangible asset
amortization, non-deductible expenses, the
on-going losses incurred
 by certain of our
South African businesses and
the associated valuation allowances
created related to the
deferred tax assets recognized
 regarding net operating losses incurred by these entities.
 Our effective
tax rate for fiscal
2023 was impacted
by a reduction
in the enacted
South African corporate
income tax rate from
 28% to 27% from January 2023 (but backdated to July 1, 2022), the tax expense recorded by our profitable South African operations,
 a
deferred
tax
benefit
to
acquisition-related
asset
amortization,
non-deductible
expenses,
a
deferred
tax
benefit
 related to an expense paid by Connect before
we acquired the business and which subsequently has been
determined to be deductible
 for
tax purposes,
the on-going
losses incurred
by certain
South
businesses and
the associated
 created related to the deferred tax assets recognized regarding net operating
losses incurred by these entities.

 Results of operations by operating segment and group costs
 The composition of revenue and the contributions of our business activities to
Group Adjusted EBITDA are illustrated below:

 Table 9
 In U.S. Dollars
 Year
 2024
 % of
 2023
 % of
 %
 Operating Segment
 total
 total
 Consolidated revenue:
 459,790
 81%
 79%
 10%
 12%
 12%
 10%
 46,897
 8%
 50,456
 10%
 (7%)

 575,898
 101%
 529,819
 101%
 9%
 Not allocated to operating segments
 -
 -
 1,469
 -
 nm
 (11,676)
 (1%)
 (3,317)
 (1%)
 252%
 Total

 100%
 100%
 7%
 29,170
 78%
 29,008
 117%
 1%
 12,679
 34%
 1,675
 7%
 657%
 (2)
 2,931
 8%
 3,256
 13%
 (10%)
 (7,844)
 (21%)
 (9,109)
 (37%)
 (14%)
 (3)
 36,936
 100%
 24,830
 100%
 49%
 (1) Segment
for fiscal
2024, includes
retrenchment costs
for Merchant
$0.3
Consumer of
$0.2
 (2) Lease expenses which
were previously presented on
a separate line in fiscal
2024 are now included
in Merchant, Consumer
 and Enterprise Segment Adjusted EBITDA. The prior period has been re-presented
to conform with current period presentation.
 (3) Group Adjusted EBITDA
is a non-GAAP measure, refer
to reconciliation below at
"—Results of Operations—Use of
Non-
 GAAP Measures".
 Table 10
 In South African Rand
 Year
 2024
 % of
 2023
 % of
 %
 Operating Segment
 total
 total
 Consolidated revenue:
 8,599,450
 81%
 7,473,122
 79%
 15%
 1,294,632
 13%
 1,126,650
 12%
 15%
 877,317
 8%
 905,181
 10%
 (3%)

 10,771,399
 102%
 9,504,953
 100%
 13%
 Not allocated to operating segments
 -
 -
 26,354
 -
 nm
 (218,166)
 (2%)
 (59,507)
 -
 267%
 Total

 10,553,233
 100%
 9,471,800
 100%
 11%
 545,472
 79%
 520,403
 117%
 5%
 237,362
 34%
 30,049
 7%
 690%
 (2)
 54,924
 8%
 58,413
 13%
 (6%)
 (146,815)
 (21%)
 (163,415)
 (37%)
 (10%)
 (3)
 690,943
 100%
 445,450
 100%
 55%
 (1) Segment Adjusted EBITDA for
fiscal 2024, includes retrenchment costs
for Merchant of ZAR 4.9 million
and Consumer of
 ZAR 3.5 million.
 (2) Lease expenses
which were previously
presented on a
separate line in
fiscal 2024 are
now included in
Merchant and Consumer
 Segment Adjusted EBITDA. The prior period has been re-presented to conform
with current period presentation.
 (3) Group Adjusted EBITDA
is a non-GAAP measure, refer
to reconciliation below at
"—Results of Operations—Use of
Non-
 GAAP Measures".

increased due
increase in
prepaid airtime
vouchers sold
ADP provided,
which was
partially
 offset
by
lower
from
a
decrease
in
ADP
volumes
processed
(such
as
international
money
 transfers). In ZAR, the increase in Segment Adjusted EBITDA is primarily
due to the higher sales activity.
 Our Segment Adjusted EBITDA margin in fiscal 2024
and 2023 was 6.3% and 7.0%, respectively.
 Segment revenue increased
primarily due to
more transaction fees
generated from the
higher EPE account
holders base, higher
 insurance revenues, and an increase
in lending revenue as
a result of an
increase in loan originations.
This increase in revenue,
together
 with the cost reduction
initiatives initiated in fiscal
2022 and through
fiscal 2023, have
translated into a turnaround
in the Consumer
 Division and
the realization
of sustained
positive Segment
in fiscal
2024 compared
with fiscal
2023. Consumer
 Segment Adjusted
EBITDA during
fiscal 2024
was also
impacted by
higher credit
losses (as
a result
of an increase
in originations)
 and higher insurance-related claims (as a result of a higher number of
insurance policies) compared with fiscal 2023.
 Our Segment Adjusted EBITDA margin in fiscal 2024
and 2023
was 18.3% and 2.7%, respectively.
 Segment revenue decreased due to a lower number of hardware sales
in our POS hardware distribution business given the lumpy
 nature of
bulk sales
as well
as lower
revenue generated,
which was
partially offset
by the increase
in prepaid
airtime vouchers
sold
 and
other value-added
services provided
.
In ZAR,
the decrease
in Segment
is primarily
due
to lower
 sales.
 Our Segment Adjusted EBITDA margin in fiscal 2024
and 2023 was 6.2% and 6.5%, respectively.
 Our group
costs primarily
include employee
related costs
in relation
to employees
specifically hired
for group
roles and
costs
directly
to
managing
the
US-listed
entity;
to
with
the
Sarbanes-Oxley
Act
of
2002;
non-
 employee directors' fees; legal fees; group and US-listed related audit
fees; and directors' and officers' insurance premiums.
 Our group costs for
fiscal 2024 decreased compared
with the prior period
due to lower external
audit, legal and consulting
fees
 and lower provision for executive bonuses, which was partially offset
by higher employee costs and travel expenses.

 Presentation of Merchant, Consumer and Enterprise by segment for fiscal 2025, 2024 and 2023
 The tables below present Merchant, Consumer and Enterprise revenue and
EBITDA for fiscal 2025,
2024 and 2023, including
 lease charges, as well as the U.S. dollar/ ZAR exchange rates applicable
per fiscal quarter and year:
 Table 11
 Fiscal 2025
 In United States dollars
 Quarter 1
 Quarter 2
 Quarter 3
 Quarter 4
 F2025
 123,651
 145,209
 128,781
 128,957
 526,598
 21,072
 22,929
 24,096
 27,911
 11,883
 8,933
 9,444
 12,296
 42,556

 156,606
 177,071
 162,321
 169,164
 665,162

 (3,038)
 (855)
 (871)
 (697)
 (5,461)
 Total

 153,568
 176,216
 161,450
 168,467
 7,554
 10,319
 8,103
 10,219
 36,195
 4,396
 4,342
 6,333
 8,878
 23,949
 (31)
 1,287
 (2,949)
 (2,820)
 (1,772)
 (3,202)
 (10,743)
 9,363
 11,810
 12,797
 16,718
 50,688
 Income and expense items: $1 = ZAR
 17.72
 17.85
 18.40
 17.87
 17.90
 Table 12
 Fiscal 2024
 In United States dollars
 Quarter 1
 Quarter 2
 Quarter 3
 Quarter 4
 F2024
 112,061
 117,182
 111,801
 118,746
 459,790
 15,580
 16,707
 17,904
 19,020
 9,467
 11,921
 11,322
 14,187
 46,897

 137,108
 145,810
 141,027
 151,953
 575,898

 (1,019)
 (1,917)
 (2,833)
 (5,907)
 (11,676)
 Total

 136,089
 143,893
 138,194
 146,046
 6,910
 7,497
 7,420
 7,343
 29,170
 2,120
 2,575
 3,757
 4,227
 12,679
 2,931
 (1,822)
 (2,011)
 (2,199)
 (1,812)
 (7,844)
 8,023
 8,952
 9,703
 10,258
 36,936
 Income and expense items: $1 = ZAR
 18.71
 18.71
 18.88
 18.47
 18.68

 Table 13
 Fiscal 2023
 In United States dollars
 Quarter 1
 Quarter 2
 Quarter 3
 Quarter 4
 F2023
 96,771
 105,034
 108,414
 106,343
 15,004
 15,434
 15,876
 16,487
 14,450
 16,999
 10,157
 8,850
 50,456

 126,225
 137,467
 134,447
 131,680
 529,819
 Not allocated to segments
 -
 -
 -
 1,469
 1,469

 (1,439)
 (1,399)
 (479)
 -
 (3,317)
 Total

 124,786
 136,068
 133,968
 133,149
 6,406
 6,693
 7,645
 8,264
 29,008
 (1,893)
 1,263
 2,134
 1,675
 1,174
 2,087
 (340)
 3,256
 (2,300)
 (2,256)
 (2,293)
 (2,260)
 (9,109)
 3,387
 6,695
 6,950
 7,798
 24,830
 Income and expense items: $1 = ZAR
 17.13
 17.52
 17.93
 18.74
 17.94
 Use of Non-GAAP Measures
 U.S. securities laws
require that when
we publish any
non-GAAP measures, we
disclose the reason
for using these
 measures and provide reconciliations to the most directly comparable GAAP measures. The presentation of Group Adjusted EBITDA
 is
a
measure.
We
this
measure
to
enhance
our
and
understanding
of
our
 performance
and
trends.
We
that
this
measure
is
helpful
to
users
of
our
understand
key
 performance and
trends
in our business
because it
excludes certain
non-cash expenses
(including depreciation
and amortization
and
 stock-based compensation charges) and income
and expenses that we consider once-off in nature.
 Non-GAAP Measures
 Group
EBITDA
is
interest,
tax,
depreciation
and
("EBITDA"),
adjusted
for
non-
 operational
loss
on
disposal
of
in
fair
value
of
securities),
 (earnings)
loss
from
stock-based
and
once-off
items.
We
an
 intercompany interest expense in
our Consumer Segment Adjusted EBITDA
for eight months to February
28, 2025. We
commenced
 utilizing our
February 2025
lending facilities
a portion
Consumer lending
book from
March 1,
2025. Once-off
items
 represents non-recurring income and
expense items, including
costs related to
acquisitions and transactions consummated
or ultimately
 not pursued.

 The table below presents the reconciliation between GAAP net loss attributable
to Lesaka to Group Adjusted EBITDA:
 Table 14
 Years
 2025
 2024
 2023
 Loss attributable to Lesaka - GAAP
 (87,634)
 (17,440)
 (35,074)
 Loss from equity accounted investments
 (114)
 1,279
 5,117
 Net loss before loss from equity-accounted investments
 (87,748)
 (16,161)
 (29,957)
 Income tax expense (benefit)

 (18,198)
 3,363
 (2,309)
 Loss before income tax expense
 (105,946)
 (12,798)
 (32,266)
 21,453
 18,932
 18,567
 (2,596)
 (2,294)
 (1,853)
 Reversal of allowance for doubtful EMI loan receivable
 -
 (250)
 -
 Net loss on disposal of equity-accounted investment
 -
 Change in fair value of equity securities
 59,828
 -
 -
 Operating (loss) income
 (27,100)
 3,590
 (15,347)
 18,863
 -
 7,039
 PPA amortization
(amortization of acquired intangible assets)

 21,384
 14,419
 15,149
 Depreciation
 12,337
 9,246
 8,536
 Stock-based compensation charges
 9,550
 7,911
 7,309
 Interest adjustment
 (2,195)
 -
 -
 Once-off items
 (1)
 17,826
 1,853
 1,922
 Unrealized Loss FV for currency adjustments
 (83)
 Group Adjusted EBITDA - Non-GAAP
 50,688
 36,936
 24,830
 (1) The table below presents the components of once-off
items for the periods presented:
 Table 15
 Years
 2025
 2024
 2023
 Transaction costs related to Adumo, Recharger
and Bank Zero acquisitions and
 certain compensation costs

 16,159
 2,325
 -
 Transaction costs
 1,794
 Indirect taxes provision
 (127)
 -
 (Income recognized) Expenses incurred related to closure of legacy businesses
 -
 (952)
 Non-recurring revenue not allocated to segments
 -
 -
 (1,469)
 Employee misappropriation of company funds
 -
 -
 1,202
 Separation of employee expense
 -
 -
 Total once-off
items
 17,826
 1,853
 1,922
 Once-off items are non-recurring in nature, however, certain
items may be reported in
multiple quarters. For instance, transaction
 costs include costs incurred related to acquisitions and
transactions consummated or ultimately not pursued. The transactions can span
 multiple
quarters,
for
instance
in
2025
we
costs
to
the
of
Adumo
and
 Recharger over a number of quarters, and the transactions are generally
non-recurring
 Indirect tax
provision release
relates to
the reversal
of a
non-recurring indirect
tax provision
created in
fiscal 2023
which was
 resolved in
following settlement
matter with
the tax
authority.
(Income recognized)
Expenses incurred
 closure
of
legacy
businesses
(i)
gains
to
the
release
of
the
translation
reserve
on
 deconsolidation of a subsidiary
and (ii) costs incurred related to subsidiaries which we
are in the process of deregistering/ liquidation
 and therefore we consider these costs non-operational and ad hoc in nature. Non-recurring revenue not allocated to segments includes
 once off revenue recognized that we
believe does not relate to
either our Merchant or Consumer
divisions. Employee misappropriation
 of company funds
represents a once
-off loss incurred.
We
incurred separation
costs related to
the termination of
certain senior-level
 employees, including an
executive officer and
senior managers, during
the fiscal year and
we consider these specific
terminations to
 be of a non-recurring nature.

 Liquidity and Capital Resources
 At June 30,
2025, our unrestricted
cash and cash
equivalents were $76.5
million and comprised
of ZAR-denominated
balances
1.0 billion
($55.2 million),
U.S. dollar-denominated
balances of
$3.2 million,
currency deposits,
primarily Indian
 rupee (related to the sale of MobiKwik), of $18.1 million, all amounts translated at exchange rates
applicable as of June 30, 2025. The
 increase in our unrestricted cash balances from June 30, 2024, was primarily due to the positive contribution from all of our operating
 segments,
proceeds from the sale of MobiKwik,
and utilizing of our borrowing facilities, which
was partially offset by the utilization
 of cash reserves
to fund certain
scheduled and other
repayments of our
borrowings, settle the
cash portion of
the purchase consideration
our various
acquisitions, purchase
ATMs
and vaults
items of
capital expenditure,
pay annual
bonuses, pay
for
 expenses included in our group costs, and to make an investment in working
capital.
 We generally
invest any surplus cash held by our
South African operations in overnight
call accounts that we maintain at
South
 African banking institutions,
and any surplus
cash held by
our non-South African
companies in
U.S. dollar-denominated money market
 accounts.
 Historically,
we have financed
most of our
operations, research and
development, working capital,
and capital expenditures,
as
 well
as
and
strategic
internally
cash
and
our
financing
facilities.
When
considering
 whether to borrow under our financing
facilities, we consider the cost
of capital, cost of financing, opportunity cost
of utilizing surplus
 cash and availability of tax
efficient structures to moderate
financing costs. Refer to Note 12
to our consolidated financial statements
 for the year ended June 30, 2025, for additional information related to our
borrowings.
 Our ability to make payments on our indebtedness and to
fund our operations may be dependent upon the operating
income and
 the distribution
of funds
from our
subsidiaries. However,
as local laws
and regulations
and/or the
terms of our
indebtedness restrict
of
our
subsidiaries
from
paying
dividends
and
transferring
to
us,
there
is no
assurance
that
our
subsidiaries
will
be
 permitted to provide us with sufficient dividends, distributions
or loans when necessary.
 We
will make
a cash
payment of
ZAR 175.0
million ($9.9
million translated
at exchange
rates as
30, 2025)
in March
 2026 related to the cash portion of the deferred consideration due to the seller of
Recharger.
 Available short-term
 Summarized below are our short-term facilities available and utilized as of
June 30, 2025:
 Table 16
 RMB GBF
 RMB Other
 Nedbank
 Total
short-term facilities available, comprising:
 Total overdraft
 700,901
 -
 -
 -
 -
 Indirect and derivative facilities
 (1)
 -
 -
 5,672
 100,718
 8,817
 156,554
 Total
short-term facilities available
 700,901
 5,672
 100,718
 8,817
 156,554
 Utilized short-term facilities:
 Overdraft

 434,461
 -
 -
 -
 -
 Indirect and derivative facilities
 -
 -
 1,864
 33,089
 2,110
 Total
short-term facilities available
 434,461
 1,864
 33,089
 2,110
 Interest rate, based on South African prime rate
 10.25%
 N/A
 N/A
 (1)
Other
indirect
and
derivative
may
only
be
used
for
guarantees,
letters
of
and
forward
 exchange contracts to support guarantees issued by RMB and Nedbank
to various third parties on our behalf.
 In terms of
a commitment provided
to the lender
under the CTA
entered into on
February 27, 2025,
we have undertaken
not to
 utilize more than ZAR 5.0 million ($0.3 million) of the Nedbank Facility.
 Long-term borrowings
aggregate long-term borrowing
outstanding of ZAR 3.6 billion
($200.8 million translated at
exchange rates as of
June
 30, 2025) as
described in Note
12. These borrowings
include outstanding
long-term borrowings
obtained by Lesaka
SA of ZAR
3.1
 billion, which
was used
to refinance
our previous
long-term borrowings.
We
have utilized
all of
these long-term
borrowings. As
of
 September 29, 2025, we also have a revolving credit facility, of ZAR 400.0 million which is utilized to
fund a portion of our merchant
 finance loans receivable
book and an asset
backed facility of ZAR
227.0 million which
is utilized to partially
fund the acquisition of
 POS devices and vaults.

 Restricted cash
also entered into cession and pledge
agreements with Nedbank related to
our Nedbank indirect credit facilities
and we
 have ceded and pledged
certain bank accounts to
Nedbank. The funds included
in these bank accounts
are restricted as they
 be withdrawn without the express
permission of Nedbank. Our cash,
cash equivalents and restricted
cash presented in our
 statement of cash flows as of June 30, 2025, includes restricted cash of $0.1 million
that has been ceded and pledged.
 Arrangement with African Bank to fund our ATMs
 In
September
2024,
we
an
arrangement
with African
Bank Limited
("African
Bank")
and
cash-in-transit
 service providers
our ATMs.
Under this
arrangement, African
Bank will
use its
cash resources
our ATMs
and it
is
 specifically recorded that the cash in our ATMs are African Bank's property.
Therefore, as we have not utilized a facility to
obtain the
 cash, and do not own or control the cash for an extended period
of time, we do not record cash or cash equivalents and borrow
ings in
 our
of financial
position. Cash
withdrawn
from our
ATMs
by our
EPE customers
consumers are
 settled through the interbank settlement
system from the ATM
users bank account to African
Bank's bank
accounts. We
pay African
 Bank a
monthly fee
service provided
which is calculated
the cumulative
daily outstanding
balance of
cash utilized
 multiplied by the South African prime interest rate less 1%.
We are exposed
to the risk of cash lost while it is in our ATMs
(i.e. from
 theft) and are required to repay African Bank for any shortages.
 Cash flows from operating activities
 Net cash used in operating activities during fiscal 2025 was $9.1 million (ZAR 163.3 million) compared to net cash provided by
 operating activities of $28.8 million
(ZAR 537.9 million) during fiscal
2024. Excluding the impact of
income taxes, our cash used
in
 operating activities during fiscal 2025 includes
cash utilized for the settlement
of working capital movements within our
Merchant and
 Enterprise businesses related to quarter-end transaction processing activities and which were settled in the following week (our fourth
 quarter of fiscal 2024 closed on
a Sunday), and the net growth in our
Consumer and Merchant finance loans
receivable books, which
 was partially offset by the positive contribution from our
Merchant and Consumer businesses.
 Net cash
provided by
operating activities
during fiscal
2024 was
$28.8 million
(ZAR 537.9
million) compared
to $0.4
 (ZAR 7.4 million) during fiscal
2023. Excluding the impact of
income taxes, our cash
provided by operating activities during
the fiscal
 2024 was positively impacted by the contribution from Merchant and
Consumer, the sale of Cell C inventory and temporary
working
 capital movements within
our merchant business
as a result
of quarter-end
transaction processing activities
closing on a
Sunday and
 which were settled in the following week, which was partially offset
by growth in our consumer finance loans receivable book
 During fiscal 2025,
we paid our
first provisional South
African tax payments
of $4.2 million
(ZAR 76.1 million)
 2025
tax year. During fiscal 2025, we
also made our second
provisional South African tax
of $2.2 million (ZAR
39.3 million
 related to our 2025
tax year and received
tax refunds of $0.44
million (ZAR 7.2 million).
We
also paid taxes totaling
$0.3 million in
 other tax jurisdictions, primarily in the Botswana and Namibia.
 During fiscal 2024,
we paid our
first provisional South
African tax payments
of $2.7 million
(ZAR 49.5 million)
 2024
tax year. During fiscal 2024, we
also made our second
provisional South African tax
payments of $2.9 million
(ZAR 52.7 million
2024 tax year
and received
tax refunds of
$0.0 million (ZAR
0.8 million).
We
also paid taxes
totaling $0.4
million in
 other tax jurisdictions, primarily in the Botswana.
 During fiscal 2023,
we paid our
first provisional South
African tax payments
of $3.0 million
(ZAR 50.8 million)
 2023
tax year. During fiscal 2023, we
also made our second
provisional South African tax
of $4.1 million (ZAR
76.1 million
2023 tax year
and received
tax refunds of
$0.2 million (ZAR
3.8 million).
We
also paid taxes
totaling $0.4
million in
 other tax jurisdictions, primarily in the Botswana.
 Taxes paid during
fiscal 2025, 2024 and 2023 were as follows:
 Table 17
 Year
 2025
 2024
 2023
 2025
 2024
 2023
 $
 $
 $
 ZAR
 ZAR
 ZAR
 '000
 '000
 '000
 '000
 '000
 '000
 First provisional payments

 4,182
 2,663
 2,955
 76,118
 49,534
 50,798
 Second provisional payments

 2,198
 2,861
 4,079
 39,279
 52,721
 76,089
 Taxation paid related
to prior years

 4,081
 12,187
 Tax refund received
 (438)
 (38)
 (210)
 (7,173)
 (768)
 (3,756)
 Total South African
taxes paid

 6,167
 6,127
 6,839
 112,305
 113,674
 123,404
 Foreign taxes paid
 5,738
 7,063
 6,482
 Total
tax paid

 6,481
 6,506
 7,200
 118,043
 120,737
 129,886

 We expect to make additional provisional
income tax payments in South Africa related to our 2025 tax year in the first quarter of
 fiscal 2026, however, the amount was not quantifiable
as of the date of the filing of this Annual Report.
 Cash flows from investing activities
 Cash used
in investing
activities for
included capital
expenditures of
$17.2 million
(ZAR 307.9
million), primarily
 due to the acquisition of vaults and POS devices.
We also incurred expenditures of
$3.9 million (ZAR 69.8 million), primarily related
 to
the
capitalization
of
costs,
2025.
2025,
we
paid
$12.9
to acquisition
of
 certain businesses, including Adumo and Recharger. We
also received $16.4 million related to the sale of our
entire equity investment
 in MobiKwik in June 2025.
 Cash used
in investing
activities for
fiscal 2024
included capital
expenditures of
$12.7 million
(ZAR 236.6
million), primarily
 due
to
the
of
vaults
and
POS
devices.
2024,
we
proceeds
of
$3.5
to
the
 remaining interest in Finbond and $0.25 million related to the second (and final) tranche from the
disposal of our entire equity interest
 in Carbon.
 Cash used
in investing
activities for
fiscal 2023
included capital
expenditures of
$16.2 million
(ZAR 289.8
million), primarily
 due to the
acquisition of ATMs
.
During fiscal 2023,
we received proceeds
of $0.25 million
first tranche (of
two) from
 the disposal of our entire equity interest in Carbon and $0.4 million related to
the sale of minor positions in Finbond.
 Cash flows from financing activities
2025,
we
$98.6
from
our
South
overdraft
to
fund
our
ATMs
and
our
cash
 management business through
Connect as well
as to partially
fund the acquisition
of Recharger
and for the
February 2025 refinance
 of certain of our facilities. We
repaid $89.2 million of those facilities,
including towards our refinanced facilities.
We utilized
$190.1
 million of our borrowings
to settle a portion
of the Adumo purchase
consideration, pay certain transaction
expenses, repay Adumo's
 borrowings,
of
our
fund
the
of
expenditures,
for
working
and
for
the
2025
refinance
of
of
our
facilities.
We
$131.2
of
 towards our refinanced facilities and in accordance with our repayment schedule, paid
$7.2 million to settle Adumo's borrowings, and
 settled a portion
of our revolving credit
facility utilized. We also paid an
origination fee of $1.0
million to secure
additional borrowings
 as well as paid dividends to the non-controlling interest of $0.4 million.
 During fiscal 2024, we utilized approximately $183.0 million
from our South African overdraft facilities to fund our ATMs
and
$199.6
of
these facilities.
We
$23.7
of
our
to
fund
the
of
and
for
working
requirements.
We
$20.1
of
these
in
accordance
with
our
 repayment schedule as
well as to settle
a portion of
our revolving credit facility
utilized. We
received $0.1 million
from the exercise
 of stock options. We also paid $1.5 million to repurchase shares from employees in order for the employees to settle taxes due related
 to the vesting of shares of restricted stock.
2023,
we
$520.1
from
our
South
overdraft
to
fund
our
ATMs
and
our
cash
and
$547.3
of
these
facilities.
We
$24.4
of
our
to settle $10.5 million of
our revolving credit facilities, fund
our merchant finance loans receivable
business, and to fund
 the
of
expenditures.
We
$17.5
of
these
long-term,
$10.5
to
settle
our
 revolving credit balance in full. We
received $0.5 million from the exercise of stock options. We
also paid $1.3 million to repurchase
 shares from
employees in
order for
the employees to
settle taxes due
vesting of
stock and
to settle
 the strike price due and taxes due related to the exercise of stock options.

 Contractual Obligations
 The following table sets forth our contractual obligations as of June 30, 2025:
 Table 18
 Payments due by Period, as of June 30, 2025 (in $ '000s)
 Total
 Less than 1
 year
 2-3 years
 3-5 years
 Thereafter
 Short-term credit facilities
 (A)
 -
 -
 -
 Long-term borrowings
 Principal repayments
 (A)(B)
 200,769
 11,956
 31,445
 157,368
 -
 Interest payments
 (A)(B)
 38,652
 10,739
 19,475
 8,438
 -
 Operating lease liabilities, including imputed interest
 (C)
 11,660
 4,852
 5,460
 1,348
 -
 Purchase obligations
 2,872
 2,872
 -
 -
 -
 Capital commitments
 -
 -
 -
 Deferred purchase consideration due to seller of
 (D)
 9,856
 9,856
 -
 -
 -
 Other long-term obligations reflected on our balance
 sheet
 (E)(F)
 2,991
 -
 -
 -
 2,991
 Total
 291,426
 64,901
 56,380
 167,154
 2,991

(A) – Refer to Note 12 to our audited consolidated financial statements.

(B) – Long-term
borrowings principal
repayments for the
3-5 year period
includes all unamortized
fees as of
June 30, 2025.
 Interest payments based on
applicable interest rates as of
June 30, 2025, and expected
outstanding long-term borrowings over
 the period. All amounts converted from ZAR to USD using the June 30, 2025,
USD/ ZAR exchange rate.

(C) – Refer to Note 8 to our audited consolidated financial statements.

(D) – Represents the
deferred consideration of ZAR
175 million due in
March 2026 to the
seller of Recharger.
Refer to Note
 3 to our audited consolidated financial statements.
Translated at exchange rates applicable as of June
30, 2025.

(E) – Includes policyholder liabilities of $3.2 million related to our insurance business. All amounts are translated at exchange
 rates applicable as of June 30, 2025.

(F) –
We
have excluded
cross-guarantees in
the aggregate
amount of
$0.1 million
issued as
to RMB
and
 Nedbank
to secure
guarantees it
has issued
to third
parties on
our behalf
amounts that
settled in
cash are
not
 known and the timing of any payments is uncertain.
 Off-Balance Sheet Arrangements
 We have no off
-balance sheet arrangements.
 Capital Expenditures
 Capital expenditures for the years ended June 30, 2025, 2024 and 2023
were as follows:
 Table 19
 2025
 2024
 2023
 2025
 2024
 2023
 $
 $
 $
 ZAR
 ZAR
 ZAR
 '000
 '000
 '000
 '000
 '000
 '000
 18,117
 11,202
 12,812
 324,350
 209,302
 229,847
 1,500
 1,317
 3,170
 26,855
 24,607
 56,870
 1,482
 26,532
 2,728
 3,122
 Total
 21,099
 12,665
 16,156
 377,737
 236,637
 289,839
 Our capital expenditures
for fiscal 2025,
2024 and 2023, are
discussed under "—Liquidity
and Capital Resources—Cash
flows
 from investing activities."
 All of our capital expenditures
for the past three fiscal
years were funded through
internally-generated funds, except
for certain
of
POS
devices
and
vaults,
made
by
which
were
funded
the
utilization
of
asset-backed
 borrowings.
We
had outstanding capital
commitments as of June
30, 2025, of $0.2
million. In addition
to these capital expenditures,
 we expect that
capital spending for fiscal
2026
will include acquisition of
POS devices, vaults,
computer software, computer and office
 equipment,
as well
as for
our ATM
infrastructure
and branch
network in
.
Acquisition
of these
assets will
be funded
 through the use of internally-generated funds and available
facilities.

 ITEM 7A.
QUANTITATIVE
AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
 We seek to manage our exposure to currency exchange, translation, interest rate, credit, microlending credit and equity price and
 liquidity risks as discussed below.
 Currency Exchange Risk
 We are subject to currency exchange risk because we purchase components for vaults, that we assemble, and inventories that we
 are required
to settle
currencies, primarily
the euro,
renminbi, and
U.S. dollar.
We
have used
forward contracts
to
 limit our 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.

 We
 had no outstanding foreign exchange contracts as of June 30,
2025 and 2024.
 Translation Risk
 Translation risk relates to the risk that our
results of operations will vary significantly as
the U.S. dollar is our
reporting currency,
 but we earn a significant amount of our revenues and
incur a significant amount of our 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 our
control, there can
be no assurance
 that future fluctuations will not adversely affect our results
of operations and financial condition.
 Interest Rate Risk
 As a result
of our normal borrowing
activities, our operating results
are exposed to fluctuations
in interest rates,
which we manage
 primarily through regular
financing activities. Interest
rates in South
Africa have been
trending downwards
in recent quarters and
as
 of the date of this Annual Report, are expected to decline by a further 25 basis points in the
first quarter of calendar 2026 and stabilize
 at that
level for
the remainder
of that
year.
We
periodically evaluate
the cost
and effectiveness
of interest
rate hedging
strategies to
this
risk.
We
generally
in
cash
equivalents
and
held
to
maturity
and
have
occasionally
 invested in marketable securities.
short and long-term borrowings in South
Africa as described in Note 12
to our consolidated financial statements which
 attract interest
at rates
that fluctuate
the South
African prime
and 3-month
JIBAR interest
rates. The
 table illustrates the effect on
our annual expected interest charge,
translated at exchange rates
applicable as of June 30,
2025, as a result
 of changes in the South African prime and 3-month JIBAR interest
rates, using our outstanding short and long-term borrowings
as of
 June 30, 2025. The effect of a hypothetical 1% (i.e. 100 basis points) increase and a 1% decrease in the interest rates applicable to the
 borrowings as of June 30,
2025, are shown. The
selected 1% hypothetical change does
not reflect what could be considered
the best-
 or worst-case scenarios.

 Table 20
 As of June 30, 2025
 Annual expected
 interest charge

 ($ '000)
 Hypothetical
 interest rates
 Impact of
 hypothetical
 interest rates

 ($ '000)
 Estimated annual
 expected interest
 charge after
 hypothetical change
 in interest rates

 ($ '000)
 Interest on South Africa borrowings
 23,987
 1%
 2,262
 26,249
 (1%)
 (2,262)
 21,725
 Credit Risk

 Credit risk
relates to
the risk of
loss that we
would incur
as a
result of non-performance
by counterparties.
 We
 maintain credit
 risk
in
of
our
counterparties
to
minimize
overall
risk.
These
an
of
a
potential
 counterparty's
condition,
rating,
and
other
criteria
and
risk
mitigation
tools
as
our
deems
 appropriate.
With
respect to
credit risk
on financial
instruments,
we maintain
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
 We are exposed
to credit risk in our 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 line
 with local regulations.
 We
 consider this policy to be appropriate because the affordability test we perform takes into account a variety
 of
factors
such
as
other
debts
and
total
on
normal
household
and
lifestyle
expenses.
may
be
 required should the
ability of our customers
to make payments when
due deteriorate in
the future. A significant
amount of judgment
 is required to assess the ultimate recoverability of these
finance loan receivables, including ongoing evaluation of the creditworthiness
 of each customer.
 Merchant lending
 We
 maintain an allowance
for doubtful finance
loans receivable related
to its Merchant
services segment with
respect to short-
 term loans
to qualifying
merchant customers.
Our risk
management procedures
include adhering
proprietary lending
criteria
 which uses an online-system loan
application process, obtaining necessary customer transaction-history data and
credit bureau checks.
 We
 consider 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 Securities Price Risk
 Equity price risk relates to the risk
of loss that we would incur as
a result of the volatility in the exchange
-traded price of equity
 securities that we hold. As of June 30, 2025, we did not have any equity securities that
were exchange-traded and held as available for
 sale. Historically, exchange
-traded equity securities held as available for sale were expected to be held for an extended period of time
 and we were
not concerned with
short-term equity price volatility
with respect to
these securities provided that
the underlying business,
 economic and management characteristics of the company remained
sound.

 The market price of these exchange-traded equity securities may fluctuate for a variety of reasons
and, consequently, the amount
 we may obtain in a subsequent sale of these securities may significantly differ
from the reported market value.
 Equity Securities Liquidity Risk
 Equity liquidity risk
relates to the
risk of loss
that we would
incur as a
result of the
lack of liquidity
on the exchange
on which
 those securities are
listed.
 We
be able to
sell some or
all of these
securities at one
time, or over
an extended period
of time
 without influencing the exchange-traded price, or at all.
 We monitor these investments for impairment and make appropriate reductions in carrying value when an impairment is deemed
 to be other-than-temporary.
As of June 30, 2025, we did not own any exchange-traded equity securities.

 ITEM 8.
FINANCIAL STATEMENTS
AND SUPPLEMENTARY
DATA
 Our audited
statements, together
reports
of our independent
registered public
accounting firms,
 appear on pages F-1 through F-83 of this Annual Report.

 ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
 FINANCIAL DISCLOSURE
 Not applicable.
 ITEM 9A. CONTROLS AND PROCEDURES
 Evaluation of disclosure controls
and procedures
 Under the
supervision and
participation of
our management,
including our
Executive Chairman
and our
Group Chief
 Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as
such term is defined under Rule 13a-15(e)
 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based on this evaluation, our Executive Chairman and
 Group Chief
Financial Officer
concluded that
our disclosure
controls and
procedures were
not effective
as of
2025, due
to
 the material weaknesses in internal control over financial reporting as described
below.
 Internal Control over Financial Reporting

 Internal control over financial reporting
is a process designed
by, or under the supervision of, our
Executive Chairman and Group
 Chief
Officer,
or
persons
performing
similar
functions,
and
effected
by
our
board
of
directors,
management,
and
other
 personnel, to provide
reasonable assurance regarding
the reliability of
financial reporting and
the preparation of
 for external purposes in accordance with U.S. GAAP.
 Internal control over financial reporting includes
those policies and procedures that
(1) pertain to the
maintenance of records that,
 in reasonable detail, accurately and fairly
reflect the transactions and dispositions of
our assets; (2) provide reasonable
assurance that
 transactions are recorded as
necessary to permit preparation of
financial statements in accordance
with U.S. GAAP,
and that receipts
 and expenditures of the company are being made only in accordance with authorizations of our officers and directors; and (3) provide
 reasonable assurance regarding prevention
or timely detection of unauthorized
acquisition, use or disposition
of our assets that could
 have a material effect on our audited consolidated financial statements.
 Inherent Limitations in Internal Control
over Financial Reporting
 Internal control over financial reporting cannot provide absolute assurance of achieving
financial reporting objectives because of
 its inherent
limitations.
Internal
over
financial reporting
is a
process that
involves
human
diligence
and
and
is
to
lapses
in
judgment and
breakdowns
resulting
from human
failures.
Internal
also
can
be
 circumvented by collusion or improper
management override. Because of such
limitations, there is a risk that
material misstatements
be prevented
or detected
on a
timely basis
by internal
financial reporting.
However,
these inherent
limitations
 are known features of the financial reporting
process. Therefore, it is possible to design safeguards into
the process to reduce, though
 not eliminate, this risk.
 Management's
Report on Internal Control Over Financial Reporting
 Management,
our
Executive
Chairman
and
our
Group
Chief
Officer,
is
responsible
for
establishing
and
 maintaining
adequate
over
our
reporting.
conducted
an
of
the
of
 internal control over financial reporting based on criteria established in Internal Control – Integrated Framework
(2013) issued by the
 Committee
of Sponsoring
Organizations
Treadway
Commission
(COSO). Based
on this
and as
described
below,
 management concluded that our internal control over financial reporting was not
effective as of June 30, 2025.

 As permitted by
the rules of
the SEC, management
has excluded Adumo
from its evaluation
for the year
ended
 June 30, 2025, the year of acquisition. As of June 30, 2025, Adumo and Recharger's total assets represented approximately 7% of our
 consolidated total
assets and approximately
13% of consolidated
total current
assets. Their total
revenues constituted
 8% of our consolidated revenue
and their operating income constituted
approximately 11% of our
consolidated operating loss for the
 year ended June 30, 2025.
 A material
weakness is
a deficiency,
or a
combination of
deficiencies, in
reporting, such
that a
possibility
exists that
a
of
our
or
interim
would
not
be
prevented
or
 detected on a timely basis.
 As of June 30, 2025, we identified material weaknesses related to:

 Our
process,
specifically
risk
and
activities
to
in
and
processes,
over
and
from
and
 insufficient design
and implementation
of ITGCs,
controls over
service organizations
and process
level controls,
resulting
 in ineffective
process level
controls, including
a lack
of validation
completeness and
accuracy of
information used
 within the process;

 Our payroll process, specifically
insufficient risk assessment
and monitoring activities relating
to changes over the
transfer
 of
ownership
to
the
centralized
payroll
processes,
over
from
and
 insufficient design and implementation of ITGCs, controls over service organizations and process level controls resulting in
 ineffective process level controls including a lack of validation of
the completeness and accuracy of information used within
 this process;

 Our
process,
specifically
to
risk
and
ineffective
design
and
 implementation of controls resulting in ineffective process level
controls;

 Our business
combination process,
specifically insufficient
risk assessment
and ineffective
design and
implementation of
purchase price
allocation of
the Adumo
acquisitions including
controls over
 information resulting in ineffective process level controls including a lack of validation of the completeness and accuracy
of
 information used;

 Our
recognition
process
to
sold
and
fees
to
agreements,
 specifically insufficient risk assessment and ineffective design and implementation of
controls related to our judgement over
 revenue recognized either as principal versus as agent resulting in ineffective
process level controls.;

 Our journal entry process, specifically relating to insufficient risk assessment, and ineffective design and implementation of
 controls including
insufficient controls
over information
resulting in
ineffective process
level controls
including a
lack of
 validation of the completeness
of the journal entry
population and a lack of
validation of the completeness
and accuracy of
 information used within the process; and

 An insufficient number of experienced and trained resources to execute
on their internal control responsibilities resulting in
 ineffective
design, implementation
and operating
effectiveness of
process level
controls for
processes in
the scope
 internal control over financial reporting evaluation.

 Of the
material weaknesses
described above,
the material
weaknesses related
revenue recognition
process resulted
in a
 material corrected misstatement for the
year ended June 30,
2025 and a restatement for
each of the quarters
ended September 30, 2024,
 December 31,
March 31,
2025 of
our revenue
and cost
of goods
sold, IT
processing, servicing
and support,
exclusive of
 depreciation and amortization. There
was no impact on the
Company's reported
operating income (loss), net
loss or loss per share
in
 any of such quarters.

 Of the material weaknesses described above, the material weaknesses
related to the annual goodwill impairment process resulted
 in
a
corrected
and
a
corrected
immaterial
of
and
loss in
the
 consolidated financial statements for the year ended June 30, 2025
.
 Of the material weaknesses described above, the
material weaknesses related to the journal entry process
resulted in a corrected
 immaterial misstatement
revenue and
cost of
goods sold,
IT processing,
servicing and
support, exclusive
of depreciation
and
 amortization in the Company's consolidated
financial statements for the year ended June 30, 2025.
 Of the material weaknesses described above, the material weakness related to an insufficient
number of experienced and trained
 resources to
execute on
their internal
control responsibilities
also resulted
in a
corrected material
misstatement of
current and
long-
 term borrowings in the Company's
consolidated financial statements for the year ended June 30, 2025.
 All
other
weaknesses
did
not
in
any
corrected
or
immaterial
misstatements,
however
a
 possibility exists that material misstatements in the Company's consolidated financial statements may not be prevented or detected on
 a timely basis.

 Lesaka's independent registered public accounting
firm, KPMG Inc, who audited the consolidated financial statements included
 in this Annual
Report, has expressed
an adverse report
on the operating
effectiveness of our
internal control over
financial reporting
 as of June 30, 2025, which appears in Part II, Item 9 of this Annual Report.
 Remediation of Newly Identified Material Weaknesses
 To address the material weaknesses, our management,
including our Information Technology
("IT") team, has commenced with
 remediation of these material
weaknesses including, but not
limited to: (1) developing
and implementing a comprehensive
remediation
 plan that includes specific actions aimed at enhancing the
understanding of control owners related to the operation and
importance of
over
reporting,
the principles
and
of
each control,
with
a focus
on
the impacted
 processes
over
ITGCs,
and
other
process
level
controls;
(2)
mandating
improved
risk
procedures
with governance
upon implementing
new systems
within the
Group together
design,
 implementation and monitoring
of control activities;
(3) the recruitment
of additional appropriately
skilled resources across
the Finance
 and
Risk
and
Compliance
disciplines
coupled
with
the
further
upskilling
and
training
of
existing
resources
responsible
for
the
 execution
of
key
as
well
as
a
focus
on
a
greater
degree
of
automation
of
throughout
the
organization,
(4)
the
 embedding of
controls compliance
key performance
indicators of
senior executives
across the
business and
(5) collaborating
 closely with internal and external assurance partners to ensure the robustness of
our remediation plan.

 While we are actively taking steps
to implement our remediation plan, the material weaknesses
will not be deemed resolved until
 the enhanced controls
operate for a
sufficient period of
time and management
has confirmed through testing
that the same
are operating
 effectively.
We
will continue to
monitor the remediation
plan's effectiveness
and adjust
our efforts
as needed. As
we assess and
test
 our internal control over financial reporting, we may identify the need for additional
measures or modifications to the plan.
 Remediation of Previously Identified Material Weaknesses
 Management has,
however, made
progress in remediating
the material weaknesses
identified in the
previous fiscal year
 to the failure of
specific ITGCs for certain
IT systems to operate
effectively as well
as the insufficient
design and implementation
of
 controls and policies
and procedures
goodwill impairment
assessment. As a
result, controls
in the areas
of user access
 and
program-change
for
associated
IT
that
our
processes
have
been
remediated.
 Revised procedures
have been
implemented related
validation of
completeness and
accuracy of
the data used
 impairment model together with additional procedures implemented to enhance the precision levels in evaluating certain assumptions
 utilized in this model. Even though the controls for the goodwill impairment process have been strengthened,
it has not yet been fully
 remediated as model errors persisted.

 Changes in Internal Control over Financial Reporting
 Except as described above,
there were no changes
in our internal control over
financial reporting during the
quarter ended June
 30, 2025, that
have materially affected,
or are reasonably
likely to materially
affect, our
internal control over
financial reporting.
As
 stated,
has
excluded
Adumo and
from
its evaluation
of
over
 reporting for
the year of
acquisition, however
continues to
evaluate Adumo
and Recharger's
over
(refer
to
Item
1A—"Risk
Factors—Failure
to
over
 reporting in accordance with Section 404 of the Sarbanes-Oxley Act).

 REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
 To the shareholders
and Board of Directors of Lesaka Technologies,
Inc.
 Opinion on Internal Control Over Financial Reporting

 We have audited
Lesaka Technologies, Inc.
and subsidiaries' (the Company) internal control over financial reporting as of
June
criteria established
in
 Internal Control
– Integrated
Framework (2013)

issued by
the Committee
of Sponsoring
 Organizations of the Treadway Commission. In our opinion, because of the effect of the material weaknesses, described below, on the
 achievement of the objectives
of the control
criteria, the Company has
not maintained effective internal
control over financial reporting
 as of
2025, based
on criteria
established
in
 Internal Control
– Integrated
Framework (2013)

issued by
the Committee
of
 Sponsoring Organizations of the Treadway
Commission.
 We
also have
audited, in
accordance with
the standards
Public Company
Accounting Oversight
Board (United
States)
 (PCAOB),
the
balance
sheets
of
the
as
of
June
30,
2025
and
2024,
the
of
 operations, comprehensive loss or
income, changes in equity,
and cash flows for
each of the years in the
two-year period ended June
 30, 2025, and
the related notes
(collectively, the consolidated financial statements), and
our report dated
expressed
 an unqualified opinion on those consolidated financial statements.
 A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there
 is a reasonable possibility that
a material misstatement of the
company's annual
or interim financial statements will
not be prevented
 or detected on a timely basis. Material weaknesses related to risk assessment, sufficient experienced and trained resources, design and
 implementation
of
activities,
and
communication,
and
have
been
and
in
 management's
assessment.
The
weaknesses
were
considered
in
determining
the
nature,
timing,
and
extent
of
audit
tests
 applied
audit of
the 2025
statements, and
this report
does not
our report
on those
 financial statements.
 The Company acquired the Adumo (RF) Proprietary Limited,
Recharger Proprietary Limited, Master Fuel Software and Support
and
Genisus
Risk
(the
"Acquisitions")
2025,
and
excluded
from
its
of
the
of
the
over
as
of
June
30,
2025,
the
Acquisitions'
over
associated
with
total
of
$22,840
thousand
and
total
revenues
of
$51,651
thousand
Company as
of and
2025. Our
audit of
financial reporting
also excluded
an evaluation
 Acquisitions.
 Basis for Opinion

 The
is
responsible
for
maintaining
over
and
for
its
 assessment of
the effectiveness
of internal
financial reporting,
the accompanying
Management's
Report on
 Internal Control over Financial Reporting. Our
responsibility is to express
an opinion on the Company's internal control over financial
 reporting based
on our
audit. We
are a
public accounting
firm registered
PCAOB and
are required
to be
independent with
 respect to the
Company in accordance
with the U.S. federal
securities laws and
the applicable rules
and regulations of
the Securities
 and Exchange Commission and the PCAOB.
 We conducted
our audit in accordance with
the standards of the PCAOB. Those
standards require that we plan
and perform the
 audit to
obtain reasonable
assurance about
whether effective
reporting was
maintained in
all material
 respects. Our
audit of internal
control over financial
reporting included
obtaining an understanding
of internal control
 reporting,
assessing
the
risk
that
a
weakness
exists,
and
testing
and
evaluating
the
design
and
of
based on the
assessed risk. Our
audit also included
performing such other
procedures as we
considered necessary
in
 the circumstances. We
believe that our audit provides a reasonable basis for our opinion.
 Definition and Limitations of Internal Control Over Financial Reporting
 A
company's
over
is
a
process
designed
to
assurance
the
 reliability of financial
reporting and the
preparation of financial
statements for external
purposes in accordance with
generally accepted
 accounting principles. A company's internal
control over financial reporting includes those policies and procedures that (1) pertain to
 the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
 company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
 accordance with generally accepted
accounting principles, and that
receipts and expenditures of
the company are being made
only in
 accordance
with
authorizations
of
and
directors
of
the
company;
and
(3)
assurance
 prevention or timely detection of
unauthorized acquisition, use, or disposition
of the company's assets that could have
a material effect
 on the financial statements.
 Because
of
its
inherent
limitations,
over
may
not
prevent
or
detect
misstatements.
Also,
 projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of
 changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
 /s/ KPMG Inc.
 Johannesburg, Republic of South Africa

 ITEM 9B.
OTHER INFORMATION
 Our Section 16 officers and directors, as defined in Rule 16a-1(f) of the Securities
Exchange Act of 1934 (the "Exchange Act"),
 may from time to time
enter into plans for the
purchase or sale of our
common stock that are
intended to satisfy the affirmative defense
 conditions of Rule 10b5-1(c) of the Exchange Act. During the
quarter ended June 30, 2025, no officers or directors, as defined in
Rule
 16a-1(f),
 adopted
,
 modified
,
or
 terminated

a
"Rule
10b5-1
 trading

arrangement"
or
a
"non-Rule
10b5-1
trading
arrangement,"
as
 defined in Item 408 of Regulation S-K.
 ITEM 9C.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
 INSPECTIONS
 Not applicable.

 PART
III
 ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
 Information
about
our
executive
officers
is
set
out
in
Part
I,
Item
under
the
"Our
Executive
Officers."
The
other
 information required
by this
Item is incorporated
by reference
sections of
our definitive
proxy statement
for our
2025 annual
 meeting of shareholders entitled "Board of Directors and Corporate
Governance" and "Additional Information."
 ITEM 11.
EXECUTIVE COMPENSATION
 The information required by this Item is incorporated by reference to the sections of our definitive proxy
statement for our 2025
 annual meeting of shareholders entitled
"Executive Compensation," "Board of
Directors and Corporate Governance—Compensation
 of Directors" and "—Remuneration Committee Interlocks and Insider Participation."
 ITEM 12.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
 AND RELATED STOCKHOLDER
MATTERS

 The information required by this Item is incorporated by reference to the sections of our definitive
proxy statement for our 2025
meeting
of
shareholders
"Security
Ownership
of
Certain
Beneficial
Owners
and
Management"
and
"Equity
 Compensation Plan Information."
 ITEM 13.
CERTAIN
RELATIONSHIPS
AND RELATED TRANSACTIONS, AND DIRECTOR
 INDEPENDENCE
 The information required by this Item is incorporated by reference to the sections of our definitive proxy
statement for our 2025
meeting
of
shareholders
"Certain
Relationships
and
Related
Transactions"
and
"Board
of
Directors
and
Corporate
 Governance."
 ITEM 14.
PRINCIPAL ACCOUNTANT
FEES AND SERVICES
 The information required by this Item is incorporated by reference to the sections of our definitive proxy
statement for our 2025
 annual meeting of shareholders entitled "Audit and Non-Audit Fees."

 PART
IV
 ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES

 a)
The following documents are filed as part of this report
 1. Financial Statements

 The following financial statements are included on pages F-1 through F-83.
 Report of the Independent Registered Public Accounting Firm
–
 KPMG, Inc.

(PCAOB Firm ID
 1025
)
 Report of the Independent Registered Public Accounting Firm
–
 Deloitte & Touche

(South Africa) (PCAOB
 Firm ID 0
 1130
)
 Consolidated balance sheets as of June 30, 2025 and 2024
 Consolidated statements of operations for the years ended June 30, 2025,
2024 and 2023
 Consolidated statements of comprehensive (loss) income for the years ended June 30, 2025, 2024 and 2023
 Consolidated statements of changes in equity for the years ended June 30, 2025, 2024 and 2023
 Consolidated statements of cash flows for the years ended June 30, 2025, 2024 and 2023
 2. Financial Statement Schedules

 Financial statement schedules have been
omitted since they are
either not required, not
applicable, or the
information is otherwise
 included.

(b) Exhibits
 Incorporated by Reference Herein
 Exhibit
 No.
 Description of Exhibit
 Included
 Herewith
 Form
 Exhibit
 Filing Date
 2.1
 Sale of Shares Agreement, dated October 31, 2021,
 by and among Net1 Applied Technologies South
 Africa Proprietary Limited; Net1 UEPS
 Technologies, Inc.; Old Mutual Life Assurance
 Company (South Africa) Limited; Lirast (Mauritius)
 Company Limited; SIG International Investment
 (BVI) Limited; Aldgate International Limited; Ivan
 Michael Epstein; PFCC (BVI) Limited; PCF
 Investments (BVI) Limited; Ovobix (RF) Proprietary
 Limited; Luxanio 227 Proprietary Limited; Vista
 Capital Investments Proprietary Limited; Vista
 Treasury Proprietary Limited; K2021477132 (South
 Africa) Proprietary Limited; and Cash Connect
 Management Solutions Proprietary Limited.
 10.1
 November 2, 2021
 2.2
 Sale and Purchase Agreement, dated May 7, 2024,
 between Lesaka Technologies Proprietary Limited;
 Lesaka Technologies, Inc. and the parties listed in
 Annexure A.
 10.1
 May 7, 2024
 2.3
 First Addendum to Sale and Purchase Agreement,
 dated
 October 1, 2024, between Lesaka Technologies
 Limited; Lesaka Technologies, Inc. and
 the parties listed in
 Annexure A
 2.2
 October 1, 2025
 2.4
 Transaction Implementation Agreement, dated June
 26, 2025, entered into between the parties listed in
 Annexure A and the parties listed in Annexure B and
 Lesaka Technologies Proprietary Limited and Zero
 Research Proprietary Limited and Bank Zero Mutual
 Bank and Naught Holdings Ltd.
 2.1
 June 26, 2025
 3.1
 Amended and Restated Articles of Incorporation

 3.1
 May 17, 2022

 3.2
 Amended and Restated By-Laws of Lesaka
 Technologies, Inc.
 3.2
 May 17, 2022
 4.1
 Form of common stock certificate
 4.1
 September 9, 2022
 4.2
 Description of registrant's securities
 X
 10.1*
 Form of Restricted Stock Agreement

 10.49
 February 7, 2023
 10.2*
 Form of Stock Option Agreement
 10.50
 February 7, 2023
 10.3*
 Form of Restricted Stock Agreement (non-employee
 directors)
 10.51
 February 7, 2023
 10.4*
 Form of Indemnification Agreement
 10.4
 September 11, 2024
 10.5*
 Form of non-employee director agreement
 10.5
 August 24, 2017
 10.6*
 Amended and Restated 2022 Stock Incentive Plan of
 Lesaka Technologies, Inc.

 14A
 A
 September 30, 2022
 10.7*
 Amendment to the 2022 Amended and Restated
 Stock Incentive Plan of Lesaka Technologies, Inc.
 14A
 B
 April 22, 2024
 10.8*
 Employment Agreement, dated as of December 4,
 2023, between Lesaka Technologies, Inc. and Ali
 Mazanderani
 10.1
 December 4, 2023
 10.9*
 Option Award Agreement between Ali Mazanderani
 and Lesaka Technologies, Inc.
 14A
 A
 April 22, 2024
 10.10*
 Contract of Employment, effective February 5, 2021,
 between Net1 Applied Technologies South Africa
 Proprietary Limited and Lincoln Mali
 10.1
 February 11, 2021
 10.11*
 Restrictive Covenants Agreement, effective February
 5, 2021, between Net1 Applied Technologies South
 Africa Proprietary Limited and Lincoln Mali
 10.2
 February 11, 2021
 10.12*
 Contract of Employment, dated as of December 9,
 2021, between Net1 Applied Technologies South
 Africa (Pty) Ltd and Naeem Kola
 10.1
 December 10, 2021

 10.13*
 Restrictive Covenants Agreement, dated as of
 December 9, 2021, between Net1 Applied
 Technologies South Africa (Pty) Ltd and Naeem Kola
 10.2
 December 10, 2021

 10.14*
 Employment Agreement, dated as of December 9,
 2021, between Net 1 UEPS Technologies, Inc. and
 Naeem Kola
 10.3
 December 10, 2021

 10.15*
 Restrictive Covenants Agreement, dated as of
 December 9, 2021, between Net 1 UEPS
 Technologies, Inc. and Naeem Kola
 10.4
 December 10, 2021
 10.16*
 Employment Agreement, dated as of February 8,
 2023, between Lesaka Technologies, Inc. and Steven
 John Heilbron
 10.52
 May 9, 2023
 10.17*
 Restrictive Covenants Agreement, dated as of
 February 8, 2023, between Lesaka Technologies, Inc.
 and Steven John Heilbron

 10.53
 May 9, 2023
 10.18*
 Contract of Employment, dated as of October 1,
 2024,
 between Lesaka Technologies (Pty) Ltd and
 Daniel Luke
 Smith
 10.53
 10.19*
 Restrictive Covenants Agreement, dated as of October
 1,
 2024, between Lesaka Technologies (Pty) Ltd and
 Daniel
 Luke Smith
 10.54
 10.20*
 Employment Agreement, dated as of October 1, 2024,
 between Lesaka Technologies, Inc. and Daniel Luke
 Smith
 10.55
 10.21*
 Restrictive Covenants Agreement, dated as of October
 1,
 2024, between Lesaka Technologies, Inc. and
 Daniel Luke Smith
 10.56
 10.22
 Policy Agreement, dated April 11, 2016, among the
 Company and the IFC Investors
 10.32
 April 12, 2016

 10.23
 Amended & Restated Policy Agreement, dated
 October 28,
 2024, among Lesaka Technologies, Inc.
 and the IFC
 Investors
 10.43
 February 5, 2025
 10.24
 Cooperation Agreement, dated May 13, 2020, by and
 between Net 1 UEPS Technologies, Inc. and VCP
 (Proprietary) Limited
 10.1
 May 14, 2020
 10.25
 Amendment No. 1 to Cooperation Agreement, dated
 December 9, 2020, by and between Net 1 UEPS
 Technologies, Inc. and Value Capital Partners (Pty)
 Ltd
 10.1
 December 10, 2020
 10.26
 Amendment No. 2 to Cooperation Agreement, dated
 March 22, 2022, by and between Net 1 UEPS
 Technologies, Inc. and Value Capital Partners (Pty)
 Ltd
 10.32
 September 9, 2022
 10.27
 Securities Purchase Agreement, dated March 22, 2022,
 among Net1 UEPS Technologies, Inc., Net1 Applied
 Technologies South Africa Proprietary Limited and
 Value Capital Partners Proprietary Limited
 10.58
 May 10, 2022
 10.28
 Amendment No. 1 to Securities Purchase Agreement
 dated March 16, 2023, among Lesaka Technologies,
 Inc. (formerly Net1 UEPS Technologies, Inc.), Lesaka
 Technologies Proprietary Limited (formerly Net1
 Applied Technologies South Africa Proprietary
 Limited) and Value Capital Partners Proprietary
 10.3
 March 22, 2023
 10.29
 Sale of Shares Agreement dated October 1, 2024,
 Lesaka Technologies Proprietary Limited and
 Crossfin
 Holdings Proprietary Limited
 10.40
 October 1, 2024
 10.30
 Trust Deed of the Lesaka Employee Share Trust
 into between Lesaka Technologies, Inc. and
 Nomaxabiso
 Norma Teyise and Zwelethu Masinga
 14A
 A
 October 2, 2024
 10.31
 Relationship Agreement between Lesaka
 Technologies,
 Inc. and the Trustees for the time being
 of the Lesaka
 Employee Share Trust
 14A
 B
 October 2, 2024
 10.32
 Common Terms Agreement Senior Term Loan,
 Revolving
 Loan and Working Capital Facilities and
 Technologies Proprietary Limited (as
 Term/RCF Borrower)
 and FirstRand Bank Limited
 (acting through its Rand
 Merchant Bank division) (as
 Facility Agent) and Bowwood
 and Main No 408 (RF)
 Proprietary Limited (as Debt
 Guarantor) dated
 February 27, 2025
 10.46
 10.33
 Senior Term Facility A Agreement between Lesaka
 Applied Technologies Proprietary Limited (as
 Term/RCF
 Borrower) and The Persons Listed in
 Annexure A (as
 Original Senior Term Facility A
 Lenders) and FirstRand
 Bank Limited (acting through
 its Rand Merchant Bank
 Division) (as Facility Agent)
 dated February 27, 2025
 10.47
 10.34
 Senior Term Facility B Agreement between Lesaka
 Applied
 Technologies Proprietary Limited (as
 Term/RCF Borrower)
 and The Persons Listed in
 Annexure A (as Original Senior
 Term Facility B
 Lenders) and FirstRand Bank Limited
 (acting through
 its Rand Merchant Bank Division) (as
 Facility Agent)
 dated February 27, 2025
 10.48

 10.35
 Senior RCF Agreement between Lesaka Applied
 Technologies Proprietary Limited (as Term/RCF
 Borrower)
 and The Persons Listed in Annexure A (as
 Original Senior
 RCF Lenders) and FirstRand Bank
 Limited (acting through
 its Rand Merchant Bank
 Division) (as Facility Agent) dated
 February 27, 2025
 10.49
 10.36
 Pledge and Cession in Security Agreement between
 Technologies, Inc. (as Cedent) and Lesaka
 Proprietary Limited (as Obligors' agent
 and Term/RCF
 Borrower) and Bowwood and Main No
 408 (RF)
 Proprietary Limited (as Debt Guarantor) and
 Bank Limited (acting through its Rand
 Merchant Bank
 Division) (as Facility Agent) dated
 February 27, 2025
 10.50
 10.37
 Subordination Agreement between Lesaka Applied
 Technologies Proprietary Limited (as Term/RCF
 Borrower)
 and The Persons Listed in Annexure A (as
 Original
 Subordinated Parties) and The Persons Listed
 in Annexure
 B (as Original Obligors) and The Persons
 Listed in
 Annexure C (As Original Lenders) and
 FirstRand Bank
 Limited (acting through its Rand
 Merchant Bank Division)
 (as Facility Agent) and
 Bowwood and Main No 408 (RF)
 Proprietary Limited
 (as Debt Guarantor) dated February 28,
 2025
 10.51
 10.38
 General Banking Facility Agreement dated February
 27,
 2025 between Lesaka Technologies (Proprietary)
 and FirstRand Bank Limited (acting through
 its Rand
 Merchant Bank division)
 10.52
 10.39
 Facility Letter between Nedbank Limited and Net1
 Applied Technologies South Africa Limited and
 certain of its subsidiaries dated as of December 13,
 2013 and First Addendum thereto dated as of
 December 18, 2013
 10.27
 December 19, 2013
 10.40
 Letter from Nedbank Limited to Net1 Applied
 Technologies South Africa Proprietary Limited and
 certain of its subsidiaries, dated December 7, 2016
 10.50
 December 9, 2016
 10.41
 Revolving Credit Facility Agreement, dated
 November 29, 2022, between Cash Connect Capital
 Proprietary Limited, the Parties Listed in Part I of
 Schedule 1 (the Original Guarantors) and FirstRand
 Bank Limited (acting through its Rand Merchant Bank
 division) (as Lender)
 10.1
 December 5, 2022
 10.42
 Senior Facility E Agreement, dated September 26,
 2018, among Net1 Applied Technologies South Africa
 Proprietary Limited, FirstRand Bank Limited (acting
 through its Rand Merchant Bank division), as lender,
 and FirstRand Bank Limited (acting through its Rand
 Merchant Bank division), as agent
 10.96
 October 2, 2018
 10.43
 Letter of Amendment, dated August 2, 2021, among
 Net1 Applied Technologies South Africa Proprietary
 Limited and FirstRand Bank Limited (acting through
 its Rand Merchant Bank division), as lender, related to
 the amendment to the Senior Facility E Agreement
 10.1
 August 2, 2021
 10.44
 Letter of Amendment, dated January 22, 2024, among
 Lesaka Proprietary Limited and FirstRand Bank
 Limited (acting through its Rand Merchant Bank
 division), as lender, related to the amendment to the
 Senior Facility E Agreement
 10.1
 January 23, 2024

 10.45
 Fifth Amendment and Restatement Agreement, dated
 March 16, 2023, between Lesaka Technologies
 Proprietary Limited (as borrower), and FirstRand Bank
 Limited (acting through its Rand Merchant Bank
 division) (as lender), and FirstRand Bank Limited
 (acting through its Rand Merchant Bank division) (as
 facility agent)
 10.1
 March 22, 2023
 10.46
 Amendment and Restatement Agreement, dated
 November 24, 2023, between Lesaka Technologies
 Proprietary Limited (as borrower), and FirstRand Bank
 Limited (acting through its Rand Merchant Bank
 division) (as lender), and FirstRand Bank Limited
 (acting through its Rand Merchant Bank division) (as
 facility agent)
 10.1
 December 1, 2023
 10.47
 First Amendment and Restatement Agreement, dated
 March 22, 2023, between Cash Connect Management
 Solutions Proprietary Limited (as borrower), arranged
 by FirstRand Bank Limited (acting through its Rand
 Merchant Bank division) (as mandated lead arranger),
 and FirstRand Bank Limited (acting through its Rand
 Merchant Bank division) (as facility agent)
 10.2
 March 22, 2023
 10.48
 Third Addendum to Facility Letter no.:
 LM/CCMS/01/2021
 between FirstRand Bank Ltd,
 Cash Connect Management
 Solutions (Pty) Ltd, Main
 Street 1723 (Pty) Ltd, Cash
 Connect Rentals (Pty) Ltd;
 and K2020 Connect (Pty) Ltd
 dated October 29, 2024
 10.41
 November 6, 2024
 10.49
 Facility Letter dated September 30, 2024 between
 Technologies (Proprietary) Limited and
 FirstRand Bank
 Limited (acting through its Rand
 Merchant Bank division)
 10.1
 October 1, 2024
 10.50
 First Addendum to the Facility Letter dated December
 10,
 2024 between Lesaka Technologies (Proprietary)
 and FirstRand Bank Limited (acting through
 its Rand
 Merchant Bank division)
 10.1
 December 10, 2024
 Code of Ethics
 X
 Insider Trading Policy
 X
 Subsidiaries of Registrant
 X
 23.1
 Consent of Independent Registered Public
 Accounting Firm - KPMG, Inc.
 X
 23.2
 Consent of Independent Registered Public
 Accounting Firm - Deloitte & Touche (South Africa)
 X
 31.1
 Certification of Principal Executive Officer pursuant
 to Rules 13a-14(a) and 15d-14(a) under the Securities
 Exchange Act of 1934, as amended
 X
 31.2
 Certification of Principal Financial Officer pursuant
 to Rules 13a-14(a) and 15d-14(a) under the Securities
 Exchange Act of 1934, as amended
 X
 Certification pursuant to 18 USC Section 1350
 X
 Compensation Clawback Policy
 X
 101.INS

 X
 101.SCH
Extension Schema

 X
 101.CAL
Extension Calculation Linkbase

 X
 101.DEF
Extension Definition Linkbase

 X
 101.LAB
Extension Label Linkbase

 X
 101.PRE
Extension Presentation Linkbase

 X
 Cover Page Interactive Data File (formatted as inline
 X
 * Indicates a management contract or compensatory plan or arrangement.

 ITEM 16.
FORM 10-K SUMMARY
 None.

 SIGNATURES
 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the registrant has duly
 caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 By: /s/ Ali Mazanderani
 Ali Mazanderani
 Executive Chairman and Director

 Date: September 29, 2025
 Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report
has been signed below by the
 following persons on behalf of the registrant and in the capacities and on the dates indicated.

 NAME
 TITLE
 DATE

 /s/ Kuben Pillay
 Lead Independent Director and Director
 Kuben Pillay

 /s/ Ali Mazanderani
 Executive Chairman and Director (Principal Executive
 Officer)
 Ali Mazanderani
 /s/ Dan L. Smith
 Group Chief Financial Officer and Director (Principal
 Financial and Accounting Officer)
 Dan L. Smith

 /s/ Antony C. Ball
 Antony C. Ball
 /s/ Nonkululeko N. Gobodo
 Nonkululeko N. Gobodo
 /s/ Naeem E. Kola
 Naeem E. Kola
 /s/ Steven J. Heilbron
 Steven J. Heilbron
 /s/ Lincoln C. Mali
 Lincoln C. Mali
 /s/ Sharron Venessa
Naidoo
 Sharron Venessa
Naidoo
 /s/ Ekta Singh-Bushell
 Ekta Singh-Bushell
 /s/ Dean Sparrow
 Dean Sparrow

 LIST OF CONSOLIDATED
FINANCIAL STATEMENTS
 Report of the Independent Registered Public Accounting Firm – KPMG Inc.
 Report of the Independent Registered Public Accounting Firm
– Deloitte & Touche (South
Africa)
 Consolidated balance sheets as of June 30, 2025 and 2024
 Consolidated statements of operations for the years ended June 30, 2025, 2024 and 2023
 Consolidated statements of comprehensive (loss) income for the years ended June 30, 2025, 2024 and 2023
 Consolidated statements of changes in equity for the years ended June 30, 2025, 2024 and 2023
 Consolidated statements of cash flows for the years ended June 30, 2025, 2024 and 2023

 REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
 To the shareholders
and Board of Directors of Lesaka Technologies,
Inc.
 Opinion on the Consolidated Financial Statements
 We
have audited
the accompanying
consolidated balance
sheets of
Lesaka Technologies,
Inc. and subsidiaries
(the Company)
 as of June 30, 2025 and 2024,
the related consolidated statements of operations, comprehensive loss or income, changes
in equity, and
 cash
flows
for
each of
in
the
two-year
ended
June
30,
2025,
and
the related
notes
(collectively,
 financial statements). In our opinion, the consolidated
financial statements present fairly, in all material respects, the
financial position
 of the Company as of June 30, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year
 period ended June 30, 2025, in conformity with U.S. generally accepted
accounting principles.
 We
also have
audited, in
accordance with
the standards
Public Company
Accounting
Oversight Board
(United States)
 (PCAOB), the Company's internal
control over financial
reporting as of
June 30, 2025,
based on criteria
established in
 Internal Control
 – Integrated Framework
(2013)

issued by the Committee
of Sponsoring Organizations
of the Treadway
Commission, and our report
 dated September 29,
2025 expressed
an adverse opinion
effectiveness of the
Company's internal control over
financial reporting.
 Basis for Opinion
 These consolidated
are the
responsibility of
management. Our
responsibility is
to express
 an opinion on these
consolidated financial statements based on
our audits. We are a public accounting
firm registered with the PCAOB
 and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
 rules and regulations of the Securities and Exchange Commission and the
PCAOB.
 We conducted our audits in accordance with the standards of the PCAOB. Those standards require
that we plan and perform the
 audit to
obtain reasonable
assurance about
whether the
statements are
free of
material misstatement,
whether
 due
to
error
or
fraud.
Our
audits included
performing
procedures
to
assess
the
risks
of
of
the
 financial statements, whether
due to error or
fraud, and performing
procedures that respond
to those risks. Such
procedures included
 examining, on
a test basis,
evidence regarding
the amounts
and disclosures
statements. Our
audits also
 included evaluating
the accounting principles
used and significant
estimates made by
management, as well
as evaluating
the overall
 presentation of the consolidated financial statements. We
believe that our audits provide a reasonable basis for our opinion.
 Critical Audit Matters
 The critical
audit matters
communicated
below are
matters arising
current period
audit of
the

that
were
communicated
or
to
be
communicated
to
the
audit
committee
and
that:
(1)
relate
to
or
 disclosures
that
are
to
the
and
(2)
involved
our
especially
challenging,
subjective,
or
 complex judgments. The
communication of critical audit
matters does not alter
in any way our
opinion on the
 statements, taken
as a whole,
and we are
not, by communicating
the critical audit
matters below,
providing separate opinions
 critical audit matters or on the accounts or disclosures to which they
relate.
 Assessment of goodwill impairment test for certain reporting units

 As discussed in Notes 2 and 10
to the consolidated financial statements,
the Company recorded goodwill
of $199,395 thousand
 as of June 30, 2025.
The Company tests for impairment
of goodwill on an annual
basis and at any
other time if events
or circumstances
that could
trigger an
test. The
Company uses
a discounted
cash flow
model to
estimate the
for each
unit,
which
the
to
make
estimates
and
to
the
units'
 revenue growth rates, terminal revenue growth rates, forecast period for
certain reporting units and weighted average cost of capital.

 We
identified the
assessment of
goodwill impairment
test for
certain reporting
units as
a critical
audit matter.
 Subjective
auditor
judgement
and
specialized
skills
and
knowledge
were
to
evaluate
used
in
the
 discounted
cashflow
model.
Specifically,
units' revenue
rates,
terminal revenue
rates, forecast
for
 certain reporting units and
the weighted average cost of capital.
Changes in these assumptions
could have a significant impact
 fair value of the reporting units.

 The following are the primary procedures we performed to address this critical audit
matter:

 •
 We
evaluated
the
rates
by
comparing
the
rates
against
historic
performance,
approved
 budgets and challenged management on the expected future performance
based on reporting unit specific factors.

 •
 We performed sensitivity analyses over revenue growth rates and the
forecast period of certain reporting
units to assess their
 impact on the Company's determination
of the fair values in respect to the reporting units.

 •
 We involved
valuation professionals with specialized skills and knowledge who assisted in:

 o
 independently recalculating
the terminal revenue
growth rates for the
reporting units considering
industry,
product
 and country specific information;
 o
 evaluating the weighted average cost of capital, by developing an independent estimate of weighted average cost of
 capital range and
comparing it to
the weighted average
cost of capital
selected by the
Company for each
 unit; and
 o
 performing a sensitivity
and scenario type
analysis on terminal
revenue growth rates
and weighted average
cost of
 capital to assess the impact of changes in those
assumptions on the Company's
determination of fair value for each
 reporting unit.
 Assessment of certain intangibles assets acquired through business combinations
 As
discussed
in
Notes
2,
and
to
the
statements,
the
its
subsidiary,
Proprietary Limited, acquired 100%
of the equity interests of Adumo
(RF) Proprietary Limited ("Adumo")
on October
 1, 2024 and Recharger Proprietary
Limited ("Recharger") on March 3,
2025, respectively. As a result of
the transactions, the Company
assets,
such
as
of
$3,623
thousand
which
to
Adumo,
and
relationships
of
$11,185
 thousand and $15,010 thousand related to Adumo and Recharger,
respectively. The fair values of
the brands were estimated based on
 a relief
from royalty
approach, which
included assumptions
useful lives
weighted average
cost of
capital. The
fair
of
the
relationships
were
estimated
based
on
a
multi-periods
excess
method,
which
 assumptions such as expected future revenues, useful lives, and weighted
average costs of capital.
 We
the
of
the
fair
value
of
the
and
relationships
the
Adumo
and
 Recharger business
combinations as
a critical
audit matter.
A high
degree of
auditor judgement
was required
to assess the
 future revenues used to estimate the fair value of the
customer relationships; and the useful lives and weighted average costs
of capital
 used to estimate the fair value of the brands
and customer relationships. Changes in these assumptions
could have a significant effect
 on the fair value of the intangible assets.
 The following are the primary procedures we performed to address this critical audit
matter:
 •
 We performed sensitivity analyses over expected
future revenues, useful lives
and weighted average
costs of capital
to assess
 their
on
the
determination
of
the
fair
of
the
respective
the
 business combination.
 •
 We
 involved valuation professionals with specialized skills and
knowledge who assisted in evaluating the:
 o
 estimated useful lives for brands by comparing them to observable useful
lives in similar transactions;
 o
 estimated useful
lives for customer
relationships by
developing independent
estimated useful
lives and comparing
 them to the useful lives selected by the Company; and
 o
 weighted average costs of capital
used by developing an independent estimated
of a weighted average cost
of capital
 range and comparing this range to the weighted average costs of capital selected
by the Company.
 /s/
 KPMG Inc.
 We have served
as the Company's auditor since 2024.
 Johannesburg, Republic of South Africa

 REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
 To the shareholders
and the Board of Directors of Lesaka Technologies,
Inc.
 Opinion on the Financial Statements
 We have audited the accompanying
consolidated statements of operations, comprehensive (loss) income, changes in equity,
and
 cash
flows,
for
the
year
ended
June
30,
2023,
and
the
notes
(collectively
referred
to
"financial
statements").
In
our
 opinion, the 2023 financial statements present fairly, in all material respects, the results
of its operations and its cash
flows for the year
 ended June 30, 2023, in conformity with accounting principles generally accepted
in the United States of America.
 Basis for Opinion
 These financial statements
are the responsibility
of the Company's
management. Our
responsibility is to express
an opinion on
 the
based
on
our
audit.
We
are
a
accounting
firm
registered
with
the
Public
 Accounting Oversight Board (United States) (PCAOB) and are required to be
independent with respect to the Company in accordance
U.S. federal
securities laws
and
the applicable
rules and
Securities and
Commission
and
the
 PCAOB.
 We conducted
our audit in accordance with
the standards of the PCAOB. Those
standards require that we plan
and perform the
 audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether
due to error or
 fraud. Our audit included performing
procedures to assess the risks of
material misstatement of the financial
statements, whether due
 to error or fraud, and
performing procedures that respond to those risks.
Such procedures included examining, on a
test basis, evidence
 regarding the
amounts and disclosures
in the financial
statements. Our audit
also included evaluating
the accounting principles
used
 and significant estimates made by
management, as well as evaluating
the overall presentation of the financial
statements. We
 that our audit provides a reasonable basis for our opinion.
 /s/ Deloitte & Touche
 Deloitte & Touche
 Registered Auditors
 Johannesburg, South Africa
 September 12, 2023 (September 29, 2025 as to Notes 10, 16 and 21)
 We began serving
as the Company's auditor in 2004. In 2023 we became the predecessor auditor.

 CONSOLIDATED BALANCE SHEETS
 as of June 30, 2025 and 2024
 2025
 2024
 (A)
 (In thousands, except share data)
 ASSETS
 CURRENT ASSETS
 $
 76,520
 $
 59,065
 Restricted cash related to ATM funding
and short-term credit facilities (Note 12)
 6,853
 Accounts receivable, net and other receivables (Note 4)
 42,525
 36,667
 Finance loans receivable, net (Note 4)
 74,110
 44,058
 Inventory (Note 5)
 23,551
 18,226
 Total current assets before settlement assets
 216,825
 164,869
 Settlement assets
 27,098
 22,827
 Total current assets
 243,923
 187,696
 PROPERTY,
PLANT AND EQUIPMENT, NET (Note 7)
 44,924
 31,936
 OPERATING LEASE RIGHT-OF-USE (Note 8)
 9,691
 7,280
 EQUITY-ACCOUNTED INVESTMENTS
 GOODWILL (Note 10)
 199,395
 138,551
 INTANGIBLE ASSETS, NET (Note 10)
 139,215
 111,353
 DEFERRED TAX ASSETS, NET
 12,554
 3,446
 OTHER LONG-TERM ASSETS, including equity securities (Note 9 and 11)
 3,809
 77,982
 TOTAL ASSETS
 653,710
 558,450
 LIABILITIES
 CURRENT LIABILITIES
 Short-term credit facilities for ATM funding (Note 12)
 -
 6,737
 Short-term credit facilities (Note 12)
 9,351
 Accounts payable
 19,867
 16,674
 Other payables (Note 13)
 72,079
 56,051
 Operating lease liability - current (Note 8)
 4,007
 2,343
 Current portion of long-term borrowings (Note 12)
 11,956
 15,719
 Income taxes payable
 1,400
 Total current liabilities before settlement obligations
 133,778
 107,529
 Settlement obligations
 26,695
 22,358
 Total current liabilities
 160,473
 129,887
 DEFERRED TAX LIABILITIES, NET
 33,921
 38,128
 OPERATING LEASE LIABILITY - LONG TERM (Note 8)
 6,129
 5,087
 LONG-TERM BORROWINGS (Note 12)
 188,813
 127,467
 OTHER LONG-TERM LIABILITIES, including insurance policy liabilities (Note 11)
 2,991
 2,595
 TOTAL LIABILITIES
 392,327
 303,164
 REDEEMABLE COMMON STOCK (Note 14)
 88,957
 EQUITY
 COMMON STOCK (Note 14)
 Authorized:
 200,000,000

with $
 0.001

par value;
 Issued and outstanding shares, net of treasury - 2025:
 81,249,097
; 2024:
 64,272,243
 PREFERRED STOCK
 Authorized shares:
 50,000,000

with $
 0.001

par value;
 Issued and outstanding shares, net of treasury:
2025:
 -

; 2024:
 -
 -
 -
 ADDITIONAL PAID-IN-CAPITAL
 426,950
 343,639
 TREASURY SHARES, AT
COST: 2025:
 29,934,044
; 2024:
 25,563,808
 ( 298,523)
 ( 289,733)
 ACCUMULATED OTHER
COMPREHENSIVE LOSS (Note 15)
 ( 185,664)
 RETAINED EARNINGS
 222,719
 310,223
 TOTAL LESAKA EQUITY
 165,585
 NON-CONTROLLING INTEREST
 6,841
 -
 TOTAL EQUITY
 172,426
 TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND SHAREHOLDERS' EQUITY
 $
 653,710
 $
 558,450
 (A) – The Company reclassified an amount of $
 11,841

from long-term borrowings to current portion of long-term borrowings, refer to Note 1.
 See accompanying notes to consolidated financial statements.

 CONSOLIDATED STATEMENT
OF OPERATIONS
 for the years ended June 30, 2025, 2024 and 2023
 2025
 2024
 2023
 (In thousands, except per share data)
 REVENUE (Note 16)
 $
 $
 $
 Services rendered
 613,201
 529,818
 486,800
 Loan-based fees received
 37,344
 29,948
 25,308
 Sale of goods
 9,157
 4,456
 15,863
 EXPENSE
 Cost of goods sold, IT processing, servicing and support, exclusive of depreciation and
 amortization shown separately below
 486,546
 442,673
 417,544
 Selling, general and administration, exclusive of depreciation and amortization shown
 separately below
 (A)
 131,512
 91,969
 95,050
 33,721
 23,685
 Transaction costs related to Adumo, Recharger and Bank Zero acquisitions and certain
 compensation costs (Note 3)
 (A)
 16,159
 2,325
 -
 Impairment loss (Note 10)
 18,863
 -
 7,039
 OPERATING (LOSS) INCOME
 ( 27,100)
 3,590
 ( 15,347)
 CHANGE IN FAIR VALUE
OF EQUITY SECURITIES (Note 6 and 9)
 ( 59,828)
 -
 -
 LOSS ON DISPOSAL OF EQUITY-ACCOUNTED INVESTMENT (Note 9)
 -
 REVERSAL OF ALLOWANCE FOR
DOUBTFUL EMI DEBT RECEIVABLE
 -
 -
 INTEREST INCOME
 2,596
 2,294
 1,853
 INTEREST EXPENSE
 21,453
 18,932
 18,567
 LOSS BEFORE INCOME TAX (BENEFIT) EXPENSE
 ( 105,946)
 ( 12,798)
 ( 32,266)
 INCOME TAX (BENEFIT) EXPENSE (Note 18)
 ( 18,198)
 3,363
 ( 2,309)
 LOSS BEFORE EARNINGS (LOSS) FROM EQUITY-ACCOUNTED INVESTMENTS
 ( 87,748)
 ( 16,161)
 ( 29,957)
 EARNINGS (LOSS) FROM EQUITY-ACCOUNTED INVESTMENTS (Note 9)
 ( 1,279)
 ( 5,117)
 NET LOSS FROM CONTINUING OPERATIONS
 ( 87,634)
 ADD NET LOSS ATTRIBUTABLE
TO NON-CONTROLLING INTEREST
 -
 -
 NET LOSS ATTRIBUTABLE
TO LESAKA
 $
 $
 $
 Net loss per share, in United States dollars
 (Note 19):
 Basic loss attributable to Lesaka shareholders
 $
 ( 1.14)
 $
 ( 0.27)
 $
 ( 0.56)
 Diluted loss attributable to Lesaka shareholders
 $
 ( 1.14)
 $
 ( 0.27)
 $
 ( 0.56)
 (A) – Recharger transactions costs for the year ended June 30, 2024, of $
 0.03

million have been reallocated from Selling, general and administration
 to Transaction costs related to Adumo, Recharger and Bank Zero acquisitions and certain compensation costs in the consolidated statement
 operations, refer to Note 3.
 See accompanying notes to consolidated financial statements.

 CONSOLIDATED STATEMENT
OF COMPREHENSIVE (LOSS) INCOME
 for the years ended June 30, 2025, 2024 and 2023
 2025
 2024
 2023
 (In thousands)
 $
 ( 87,634)
 $
 $
 Other comprehensive income (loss), net of taxes:
 Movement in foreign currency translation reserve
 2,502
 6,291
 ( 31,183)
 Movement in foreign currency translation reserve related to equity-accounted
 investments (Note 15)
 -
 3,935
 Release of foreign currency translation reserve related to disposal of Finbond
 securities (Note 9 and Note 15)
 -
 1,543
 Release of foreign currency translation reserve related to liquidation of subsidiaries
 (Note 15)
 ( 952)
 -
 Total other comprehensive
income (loss), net of taxes
 2,508
 7,371
 ( 26,886)
 Comprehensive loss
 ( 85,126)
 ( 10,069)
 ( 61,960)
 Add comprehensive income attributable to non-
 controlling interest
 -
 -
 Comprehensive loss attributable to Lesaka
 $
 ( 84,813)
 $
 ( 10,069)
 $
 ( 61,960)
 See accompanying notes to consolidated financial statements

 Consolidated Statement of Changes in Equity for the year ended June 30, 2023 (dollar amounts in thousands)
 Lesaka Technologies, Inc. Shareholders
 Amount
 shares, net of
 Paid-In
 Retained
 Earnings
 other
 loss
 Total
 Non-
 controlling
 Interest
 Total
 Redeemable
 stock
 Balance – July 1,
2022
 87,215,613
 $
 ( 24,891,292)
 $
 ( 286,951)
 62,324,321
 $
 327,891
 $
 362,737
 $
 ( 168,840)
 $
 234,920
 $
 -
 $
 234,920
 $
 Treasury shares repurchased
 ( 352,994)
 ( 1,287)
 ( 352,994)
 -
 ( 1,287)
 ( 1,287)
 Shares issued (Note 17)
 206,239
 -
 206,239
 -
 -
 -
 Restricted stock granted
 1,418,386
 1,418,386
 -
 -
 -
 Exercise of stock options
 158,659
 158,659
 Stock-based compensation charge (Note
 17)
 7,673
 7,673
 7,673
 Reversal of stock-based compensation
 charge (Note 17)
 ( 114,365)
 ( 114,365)
 related to equity-accounted investment
 -
 Other comprehensive loss (Note 15)
 ( 26,886)
 ( 26,886)
 -
 ( 26,886)
 Balance – June 30, 2023
 88,884,532
 $
 ( 25,244,286)
 $
 ( 288,238)
 63,640,246
 $
 335,696
 $
 327,663
 $
 ( 195,726)
 $
 179,478
 $
 -
 $
 179,478
 $

 Consolidated Statement of Changes in Equity for the year ended June 30, 2024 (dollar amounts in thousands)
 Lesaka Technologies, Inc. Shareholders
 Amount
 shares, net of
 Paid-In
 Retained
 Earnings
 other
 loss
 Total
 Non-
 controlling
 Interest
 Total
 Redeemable
 stock
 Balance – July 1,
2023
 88,884,532
 $
 ( 25,244,286)
 $
 ( 288,238)
 63,640,246
 $
 335,696
 $
 327,663
 $
 ( 195,726)
 $
 179,478
 $
 -
 $
 179,478
 $
 Treasury shares repurchased
 ( 319,522)
 ( 1,495)
 ( 319,522)
 -
 ( 1,495)
 ( 1,495)
 Shares issued (Note 17)
 194,454
 194,454
 -
 -
 -
 Restricted stock granted
 1,002,241
 1,002,241
 -
 -
 -
 Exercise of stock options
 54,287
 54,287
 Stock-based compensation charge (Note
 17)
 8,045
 8,045
 8,045
 Reversal of stock-based compensation
 charge (Note 17)
 ( 299,463)
 ( 299,463)
 related to equity-accounted investment
 ( 133)
 ( 133)
 ( 133)
 -
 Other comprehensive income (Note 15)
 7,371
 7,371
 -
 7,371
 Balance – June 30, 2024
 89,836,051
 $
 ( 25,563,808)
 $
 ( 289,733)
 64,272,243
 $
 343,639
 $
 310,223
 $
 $
 $
 -
 $
 $

 Consolidated Statement of Changes in Equity for the year ended June 30, 2025 (dollar amounts in thousands)
 Lesaka Technologies, Inc. Shareholders
 Amount
 shares, net of
 Paid-In
 Retained
 Earnings
 other
 loss
 Total
 Non-
 controlling
 Interest
 Total
 Redeemable
 stock
 Balance – July 1,
2024
 89,836,051
 $
 ( 25,563,808)
 $
 ( 289,733)
 64,272,243
 $
 343,639
 $
 310,223
 $
 $
 $
 -
 $
 $
 Treasury shares repurchased
 ( 5,462,597)
 ( 13,660)
 ( 5,462,597)
 -
 ( 13,660)
 ( 13,660)
 Shares issued (Note 14 and Note 17)
 19,960,181
 19,960,181
 73,237
 73,256
 73,256
 9,528
 Gain recognized related to issue of
 shares included in treasury shares (Note
 3)
 4,870
 5,278
 -
 5,278
 Restricted stock granted
 1,499,610
 1,499,610
 -
 -
 -
 Exercise of stock options
 38,011
 38,011
 Stock-based compensation charge (Note
 17)
 9,639
 9,639
 9,639
 Reversal of stock-based compensation
 charge (Note 17)
 ( 150,712)
 ( 150,712)
 ( 89)
 ( 89)
 ( 89)
 related to equity-accounted investment
 -
 -
 -
 Adumo non-controlling interest
 acquired (Note 3)
 -
 7,586
 7,586
 ( 130)
 ( 87,634)
 Dividends paid to non-controlling
 interests
 -
 ( 432)
 ( 432)
 Other comprehensive income (Note 15)
 2,691
 2,691
 ( 183)
 2,508
 Balance – June 30, 2025
 111,183,141
 $
 ( 29,934,044)
 $
 ( 298,523)
 81,249,097
 $
 426,950
 $
 222,719
 $
 ( 185,664)
 $
 165,585
 $
 6,841
 $
 172,426
 $
 88,957
 See accompanying notes to consolidated financial statements.

 CONSOLIDATED STATEMENT
OF CASHFLOWS
 for the years ended June 30, 2025, 2024 and 2023
 2025
 2024
 2023
 (In thousands)
 Cash flows from operating activities
 $
 ( 87,634)
 $
 $
 Adjustments to reconcile net loss to net cash used in operating activities:
 33,721
 23,685
 Impairment loss (Note 10)
 18,863
 -
 7,039
 Movement in allowance for credit losses
 8,011
 5,158
 6,495
 Fair value adjustment related to financial liabilities
 ( 120)
 ( 853)
 ( 20)
 Change in fair value of equity securities (Note 6 and 9)
 59,828
 -
 -
 Loss (Profit) on disposal of property, plant and equipment
 ( 305)
 ( 468)
 Stock-based compensation charge (Note 17)
 9,550
 7,911
 7,309
 Loss on disposal of equity-accounted investment (Note 9)
 -
 (Earnings) Loss from equity-accounted investments (Note 9)
 ( 114)
 1,279
 5,117
 Movement in allowance for doubtful loans to equity-accounted investments
 -
 ( 250)
 -
 Dividends received from equity-accounted investments
 Interest payable
 4,723
 1,119
 5,069
 Facility fee amortized (Note 12)
 Changes in net working capital
 Decrease (Increase) in accounts receivable (Note 20)
 1,081
 ( 10,873)
 ( 1,687)
 Increase in finance loans receivable (Note 20)
 ( 34,614)
 ( 10,029)
 ( 12,353)
 Decrease in inventory
 9,840
 2,172
 (Decrease) Increase in accounts payable and other payables
 ( 13,401)
 22,141
 1,705
 Deferred consideration due to seller of Recharger included in accounts payable and
 other payables (Note 3 and Note 13)
 13,586
 -
 -
 Increase (Decrease) in income taxes payable
 ( 400)
 ( 800)
 Deferred tax expense (benefit)
 ( 23,955)
 ( 2,712)
 ( 8,890)
 Net cash (used in) provided by operating activities
 ( 9,122)
 28,789
 Cash flows from investing activities
 Capital expenditures
 ( 17,199)
 ( 12,665)
 ( 16,156)
 Proceeds from disposal of property, plant and equipment
 1,938
 1,565
 1,497
 Acquisition of intangible assets
 ( 3,900)
 ( 294)
 ( 419)
 Proceeds from disposal of equity securities (Note 6 and 9)
 16,441
 -
 -
 Acquisitions, net of cash acquired (Note 3)
 ( 12,946)
 ( 1,583)
 -
 Proceeds from disposal of equity-accounted investment (Note 9)
 -
 3,508
 Repayment of loans by equity-accounted investments
 -
 Loans to equity-accounted investment (Note 9)
 -
 -
 ( 112)
 Net change in settlement assets
 4,324
 ( 7,196)
 ( 2,036)
 Net cash used in investing activities
 ( 11,342)
 ( 16,415)
 ( 16,458)
 Cash flows from financing activities
 Proceeds from bank overdraft (Note 12)
 98,616
 182,990
 520,065
 Repayment of bank overdraft (Note 12)
 ( 90,309)
 ( 199,642)
 ( 547,271)
 Long-term borrowings utilized (Note 12)
 190,061
 23,728
 24,355
 Repayment of long-term borrowings (Note 12)
 ( 149,511)
 ( 20,073)
 ( 17,512)
 Non-refundable deal origination fees/ guarantee fees (Note 12)
 ( 970)
 -
 ( 100)
 Acquisition of treasury stock

 ( 13,660)
 ( 1,495)
 ( 1,287)
 Proceeds from exercise of stock options
 Dividends paid to non-controlling interest
 ( 432)
 -
 -
 Net change in settlement obligations
 ( 4,179)
 7,214
 2,148
 Net cash provided by (used in) financing activities
 29,732
 ( 7,113)
 ( 19,121)
 Effect of exchange rate changes on cash
 1,453
 2,025
 ( 10,999)
 Net increase (decrease) in cash, cash equivalents and restricted cash
 10,721
 7,286
 ( 46,168)
 Cash, cash equivalents and restricted cash – beginning of period
 65,918
 58,632
 104,800
 Cash, cash equivalents and restricted cash – end of period (Note 20)
 $
 76,639
 $
 65,918
 $
 58,632
 See accompanying notes to consolidated financial statements

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 1.
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

 Description of Business
 Lesaka Technologies, Inc. ("Lesaka" and collectively
with its consolidated subsidiaries, the "Company"), formerly named Net 1
 UEPS Technologies, Inc., was incorporated in
the State of
Florida on May
8, 1997. The
Company is a
provider of financial technology,
 or fintech, products and services, primarily in South Africa and neighboring
countries,
to unbanked and underbanked consumers, and
 fintech solutions
for merchants
operating in
formal and
informal markets.
offers
an integrated
multiproduct platform
 that provides transactional
accounts (banking), lending,
insurance, payouts, card
acquiring, cash
management, software and
Alternative
 Digital Products ("ADP"). ADP includes the Company's prepaid solutions and supplier
enabled payments. By providing a
full-service
 fintech platform in its connected ecosystem, the Company facilitates the digitization of commerce in its markets and participate in the
 secular shift from cash to digital.

 Basis of presentation
 The accompanying
statements include
subsidiaries over
which Lesaka
exercises control
and have
been
 prepared in accordance with accounting principles generally accepted
in the United States of America ("GAAP").

 Revision of Previously Issued Financial Statements
 In
April
2025,
the
that
it
had
misclassified
of
its
borrowings.
The
CCC
 Revolving Credit Facility was scheduled to be repaid in full on November 2024, at the date of issue of the June 30, 2024 consolidated
 financial statements,
but this
was extended
a number
of times
and was
ultimately refinanced
in September
2025 (refer
12).
 The
incorrectly
classified
due
under
its
CCC
Revolving
as
instead
of
as
 current portion
of long-term borrowings
in its audited
balance sheet as
of June 30,
2024. The table
below presents the
impact of the
 revision of the Company's financial
statements for the year ended June 30, 2024:

 Consolidated balance sheet
 As of June 30, 2024
 As
 previously
 Correction
 Revised
 Current portion of long-term borrowings
 $
 3,878
 $
 11,841
 $
 15,719
 Long-term borrowings
 $
 139,308
 $
 ( 11,841)
 $
 127,467

 The
correction
did
not
the
audited
of
operations,
of
 comprehensive (loss) income, consolidated statement of changes
in equity, or consolidated statements of cash flows
for the year ended
2024 and,
except as
noted above,
audited balance
sheet as
30, 2024.
The misclassification
did not
 affect compliance
with any
debt covenants.
assessed the
materiality of
this error and
presentation on
prior
 period consolidated
financial statements in
accordance with
SEC Staff
Accounting Bulletin
("SAB") No. 99
"Materiality" and SAB
 No.
108,
"Considering
the
Effects
of
Prior
Year
Misstatements
when
Quantifying
Misstatements
in
the
Current
Year
 Statements." Based
on this
assessment, the
Company has
concluded that
previously issued
were not
 misstated based upon overall considerations of both quantitative and qualitative
factors.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 2.
SIGNIFICANT ACCOUNTING POLICIES

 Principles of consolidation
 The financial statements of
entities which are controlled
by Lesaka, referred to as
subsidiaries, are consolidated. Inter-company
 accounts and transactions are eliminated upon consolidation.

 The Company, if it is the primary beneficiary,
consolidates entities which are considered to be variable interest entities ("VIE").
 The primary beneficiary is considered
to be the entity that will absorb a
majority of the entity's expected losses,
receive a majority of
 the entity's expected residual returns, or both. The Company has an obligation to absorb the
financial losses of the Lesaka ESOP Trust
 and also
has the
ability to
control this
trust and
therefore it
has been
consolidated. This
trust does
not generate
significant losses
or
 residual returns.

 Business combinations
 The
for
its
under
the
method
of
accounting.
The
total
value
of
the
 consideration paid
for acquisitions is
allocated to
the underlying
net assets acquired,
based on their
respective estimated fair
values.
 The Company uses a number
of valuation methods to determine
the fair value of assets and
liabilities acquired, including discounted
 cash
flows,
external
values,
valuations
on
recent
or
a
thereof,
and
believes
that
it
uses
the
most
 appropriate
measure
or
a
of
measures
to
value
each
asset
or
liability.
recognizes
measurement-period
 adjustments in the reporting period in which the adjustment amounts are determined.

 Use of estimates
 The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions
that
the
of
and
liabilities
and
of
contingent
and
liabilities
at
the
date
of
the
and
the reported
of revenues
and
expenses during
the reporting
period.
Actual results
could
differ
from
those
 estimates.

 Translation of foreign
currencies
 The primary
functional currency
consolidated entities
is the
Rand ("ZAR")
 currency is the U.S. dollar.
Assets and liabilities are translated
at the exchange rates in effect
at the balance sheet date. Revenues
and
 expenses are translated at average
rates for the period. Translation
gains and losses are reported in
accumulated other comprehensive
 income in total
equity.
The Company releases the
foreign currency translation
reserve included in accumulated
other comprehensive
 income attributable
to a foreign
entity upon sale
or complete, or
substantially complete,
liquidation of the
investment in that
 entity and includes the release in the gain or loss reported related to the sale or
liquidation of the foreign entity.
 Foreign exchange transactions are translated at the spot rate ruling at the date of the transaction. Monetary items are translated at
 the closing
spot rate
balance sheet
date. Transactional
gains and
losses are
in selling,
general and
 expense on the Company's consolidated
statement of operations for the period.

 Cash, cash equivalents and restricted cash
include cash on hand and funds
deposited in bank accounts with
financial institutions that are liquid,
 unrestricted and
readily available.
Restricted cash
represents cash
which is
legally or
contractually restricted
as to
use and
 cash related to cash withdrawn from the Company's debt facilities to fund ATMs
as well cash in certain bank accounts that have been
 ceded to under certain of the Company's
borrowings.

 Allowance for credit losses
 The Company uses historical default experience over the lifetime of loans in order to calculate a lifetime loss rate for its lending
 books. The allowance for credit losses related
to Consumer finance loans receivables is calculated by multiplying the
lifetime loss rate
 with
the
book.
The
for
to
finance
loans
receivables
is
 calculated
by
adding
together
actual
receivables
in
default
plus
multiplying
the
lifetime
loss
rate
with
the
 lending book. The Company
writes off microlending
finance loans receivable and
related service fees and interest
if a borrower is
in
 arrears with
repayments for
more than
three months
or is
deceased. The
Company writes
off merchant
and working
capital finance
 receivables and related
fees when it is
evident that reasonable
recovery procedures,
including where deemed
necessary, formal
legal
 action, have failed. Prior to July 1, 2023, the Company regularly reviewed the ageing of outstanding amounts due from borrowers and
 adjusted its allowance based on management's
estimate of the recoverability of the finance loans receivable.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 2.
 Allowance for credit losses (continued)
 The Company uses a lifetime loss rate by expressing write-off
experience as a percentage of corresponding invoice amounts (as
 opposed to outstanding balances).
The allowance for credit
losses related to these
receivables has been calculated
by multiplying the
 lifetime loss
rate with
recent invoice/origination amounts.
Prior to
July 1,
2023, a specific
provision is
established where it
is considered
 likely that all or
a portion of
the amount due
from customers renting
safe assets, point of
sale ("POS") equipment,
receiving support
 and
maintenance
or
or
purchasing
licenses
or
SIM
cards
from
the
will
not
be
recovered.
Non-
 recoverability
is assessed
based
on a
quarterly
review
by management
of
the ageing
of outstanding
amounts,
the
location
and
the
 payment history of the customer in relation to those specific amounts.

 Inventory
 Inventory
is valued
lower of
cost and
net realizable
value. Cost
is determined
on a
first-in,
first-out basis
and includes
 transport and handling costs.

 Property, plant
and equipment
 Property,
plant and
equipment are
shown at
cost less accumulated
depreciation. Property,
plant and
equipment are
depreciated
 on the straight-line basis at rates which
are estimated to amortize the assets to
their anticipated residual values over their useful
lives.
 Within the following asset classifications, the expected
economic useful lives are approximately:

 Vaults

years
 Computer equipment

to

years
 Office equipment

to

years
 Vehicles

to

years
 Furniture and fittings

to

years

 The gain or loss arising
on the disposal or retirement
of an asset is determined
as the difference between
the sales proceeds and
 the carrying amount of the asset and is recognized in income.

 Leases
 The Company determines whether an arrangement is a lease at inception.
Operating leases are included in operating lease right-
 of-use assets ("ROU"),
operating lease liability
- current, and
operating lease liability
– long term
in its consolidated
balance sheets.
does not
have any
significant finance
leases as
and 2024,
but its
policy is
to include
 finance leases in property and equipment, other payables, and other
long-term liabilities in its consolidated balance sheets.
 A ROU asset
represents the
right to use
an underlying
asset for the
lease term and
the lease liabilities
represent its
 obligation to
make lease
payments arising
lease arrangement.
Operating lease
ROU assets
and liabilities
are recognized
at
 commencement date based on
the present value of
lease payments over the
lease term. As
most of the
Company's leases do not provide
 an implicit rate,
the Company generally
uses its incremental
borrowing rate
the estimated rate
of interest for
collateralized
 borrowing over
a similar term
of the lease
payments at commencement
date. The operating
lease ROU asset
also includes any
lease
 prepayments made
and excludes lease
incentives. The terms
of the Company's
lease arrangements may
include options to
extend or
 terminate
the
lease
when
it is
reasonably
that
will exercise
that
option.
Lease
for
lease payments
is
 recognized on a straight-line basis over the lease term.

 The Company does not recognize right-of-use assets and lease liabilities for lease arrangements with a term of twelve months or
 less. The Company
accounts for all
components in a
lease arrangement as
a single combined
lease component. Costs
incurred in the
 adaptation of leased properties to
serve the requirements of
the Company (leasehold improvements) are
capitalized and amortized over
 the shorter of the estimated useful life of the asset and the remaining term of
the lease.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 2.

 Equity-accounted investments
 The Company uses the equity
method to account for
investments in companies when
it has significant influence but
not control
 over
the operations
company.
Under the
equity method,
initially records
the investment
at cost
and
thereafter
 adjusts the carrying value of the investment to recognize its proportional share of the equity-accounted company's net income or loss.
 In addition, when an investment qualifies for the equity
method (as a result of an increase in the level of ownership
interest or degree
 of influence),
the cost
of acquiring
the additional
interest in
the investee
is added
current basis
previously
 held interest and the equity method would be
applied subsequently from the date on which
the Company obtains the ability to exercise
 significant influence over the investee.
releases a
pro rata
the foreign
currency translation
reserve related
to an
equity-accounted investment
 that is
in accumulated
other comprehensive
income to
earnings upon
the sale
of a
its ownership
interest in
the
investment.
The
release
of
the
pro
rata
of
the
translation
reserve
is
in
the
 measurement of
the gain
or loss
on sale
of a
ownership interest
equity-accounted investment.
The
 Company does not recognize cumulative losses in excess of its investment or loans in an equity-accounted
investment except if it has
 an obligation to provide additional financial support.
 Dividends received from an equity-accounted investment reduce the carrying value
of the Company's investment. The Company
 has elected to classify distributions received from equity method investees using the nature of the distribution approach.
This election
 requires the Company to evaluate
each distribution received on the
basis of the source of the
payment and classify the distribution
as
 either
cash
inflows
or
investing
cash
inflows.
The
reviews
its
for
 whenever events or circumstances indicate that the carrying amount of
the investment may not be recoverable.

 Goodwill
 Goodwill
the
excess
of
the
price
of
an
enterprise
over
the
fair
of
the
identifiable
 acquired and liabilities assumed based
upon their estimated fair
value at the date
of purchase. The Company
reviews the carrying value
 of goodwill annually or more frequently if circumstances indicate impairment
has occurred.

 Circumstances that
could trigger
an impairment test
include but are
not limited to:
a significant adverse
change in the
 climate or legal
factors; an adverse
action or assessment
by a regulator;
unanticipated competition; loss
of key personnel;
the likelihood
 that a reporting unit or
significant portion of a reporting
unit will be sold
or otherwise disposed; and results
of testing for recoverability
 of a significant asset group within a reporting unit. If goodwill is allocated to a reporting unit
and the carrying amount of the reporting
 unit exceeds
of that reporting
unit, an impairment
loss is recorded
in the statement
of operations.
Measurement of
the
 fair value of a reporting unit is based on present value techniques of estimated
future cash flows.

 Intangible assets are shown at
cost less accumulated amortization. Intangible assets
are amortized over the following
useful lives:

 Customer relationships

to

years
 Software, integrated platform and unpatented technology

to

years
 FTS patent

years
 Exclusive licenses

years
 Brands and trademarks
 0.5

to

years

are periodically
evaluated for
recoverability,
and those
evaluations take
into account
events or
circumstances
 that warrant revised estimates of useful lives or that indicate that impairment
exists.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 2.

 Debt and equity securities
 Debt securities
 The Company is required to
classify all applicable debt securities
as either trading securities, available
for sale or held
to maturity
 upon investment in the security.

 Held to maturity
 Debt securities acquired by the Company which it has the ability and the positive intent to hold to maturity are classified as held
 to maturity debt securities. The Company is required to make an election to classify these debt securities as held to maturity and these
 securities are carried at amortized cost. The amortized cost
of held to maturity debt securities
is adjusted for amortization of premiums
 and accretion of discounts to maturity.
Interest received from the held to
maturity security together with this amortization
is included
 in interest income in the Company's consolidated statement of operations. The Company had
a held to maturity security as of
2024, respectively,
refer to
Note 4.
uses historical
default experience
lifetime of
debt securities
in
 order
to
calculate
a
lifetime loss
rate
for
its held
to
maturity debt
securities.
As of
each of
2024,
and
2025,
the
 carrying value of the Company's
held to maturity debt securities was $
.
 Impairment of debt securities
 Up
until
the
adoption
of
guidance
 Measurement
of
Losses
on
Instruments
on
July
1,
2023,

the
 Company's available for sale and held to maturity debt securities with unrealized
losses are reviewed quarterly to identify other-than-
 temporary impairments in value.
 With regard to available for sale and held to maturity debt securities, the Company considers (i) the ability and intent to hold the
 debt security for a
period of time to
allow for recovery of
value (ii) whether it
is more likely than
not that the Company
will be required
 to sell the debt security;
and (iii) whether it expects
to recover the entire carrying
amount of the debt security.
The Company records
 an impairment
loss in its
of operations representing
the difference between
the debt securities
carrying value
 and the current fair value as
of the date of the impairment
if the Company determines that
it intends to sell the debt
security or if that
 it is
more likely
than not
that it
required to
sell the
debt security
before recovery
amortized cost
basis. However,
the
is split
between a
credit loss
and a
non-credit loss
for debt
securities that
determines that
it does
not
 intend to sell or that it is more likely than not that it will
not be required to sell the debt securities before the recovery of the amortized
 cost basis. The credit loss portion, which is measured as the difference
between the debt security's cost
basis and the present value of
 expected future cash flows,
is recognized in the Company's
consolidated statement of operations.
The non-credit loss portion,
which
 is measured
difference between
the debt
security's
cost basis and
its current
fair value,
is recognized
 income, net of applicable taxes.
 Equity securities
are
measured
at
fair
value.
Changes
in
the
fair
value
of
are
in
the
of operations within
the caption titled
"change in fair
value of equity
securities". The
Company may elect
to
 measure equity securities without readily determinable fair
values at its cost
minus impairment, if any, plus or minus changes resulting
 from observable price changes in orderly transactions for the identical or
a similar investment of the same issuer ("cost minus changes
 in observable
prices equity
securities"). Changes
in the fair
cost minus
observable prices
 securities are discussed
in Note 9.
During the Company's
second and third
quarter of fiscal
2025, the Company
recorded changes in
 the
fair
value
of
as
a
of
in
prices
to
its
in
One
MobiKwik
 ("MobiKwik"). During the fourth quarter of fiscal 2025, the Company disposed
of its entire interest in MobiKwik and incurred a loss
 on disposal.
The changes
in fair
value and
the loss
on disposal
are included
caption change
in fair
equity securities
2025. There
were
 no

cost minus
observable
 prices equity securities during the years ended June 30, 2024 and 2023, respectively.
The Company performs a qualitative assessment
 on a quarterly basis and recognizes an impairment loss if there are sufficient indicators
that the fair value of the equity security is less
 than its carrying value.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 2.

 Policy reserves and liabilities

 Reserves for policy benefits and claims payable
 The Company determines its reserves for policy benefits under
its life insurance products using a model which estimates claims
that have
not been
and
total
present
value
of disability
claims-in-payment
at
the balance
sheet
date. This
model
 allows for
best estimate
assumptions based
on experience
(where sufficient)
plus prescribed
margins,
as required
markets
in
 which these products are offered, namely South Africa.
 The best estimate assumptions include (i) mortality and morbidity assumptions reflecting the company's
most recent experience
 and (ii) claim reporting delays reflecting Company specific and industry experience. Most of the disability claims-in-payment reserve
 is
reinsured
and
the
were
based
on
the
reserve
held
by
the
relevant
reinsurer.
The
of
matured
guaranteed
 endowments are increased by late payment interest (net of the asset management
fee and allowance for tax on investment income).
 Deposits on investment contracts
 For the Company's interest-sensitive
life contracts, liabilities approximate the policyholder's account
value.

 Reinsurance contracts held
 The Company enters into reinsurance
contracts with reinsurers under
which the Company is compensated
for the entire amount
 or a portion of losses arising on one or more of the insurance contracts it issues.
 The expected benefits to which the Company is
entitled under its reinsurance contracts held are recognized as reinsurance
assets.
 These assets consist
of short-term
balances due from
reinsurers (classified within
Accounts receivable,
net and other
receivables) as
 well as long-term receivables (classified within other long-term assets) that are dependent on the expected claims and benefits arising
related reinsurance
contracts. Amounts
recoverable from
or due
to reinsurers
are measured
consistently with
the amounts
 associated with the reinsured contracts and in accordance with the terms of each reinsurance contract. Reinsurance assets are assessed
 for impairment at
each balance sheet
date. If there
is reliable
objective evidence that
amounts due may
not be recoverable,
 reduces the carrying amount of the reinsurance asset to its recoverable amount and recognizes that impairment loss in its consolidated
 statement of operations. Reinsurance premiums are recognized when
due for payment under each reinsurance contract.

 Redeemable common stock
 Common stock
that is
redeemable (1)
at a
fixed or
determinable price
on a
fixed or
determinable date,
(2) at
the option
 holder,
or (3)
upon the
occurrence of
an event
that is
not solely
within the
control of
Company is
presented outside
of total
 equity (i.e. permanent equity). Redeemable common stock is
initially recognized at issuance date fair value
and the Company does not
 adjust
the
issuance date
if redemption
is not
probable.
re-measures
the redeemable
stock
 maximum
redemption
at
the
balance
sheet
date
once
redemption
is
probable.
Reduction
in
the
of
the
 redeemable common stock is
only appropriate to the
extent that the Company
has previously recorded increases
in the carrying amount
redeemable
equity instrument
redeemable common
stock may
carried at
an amount
that is
less than
the initial
 amount reported outside of permanent equity.
 Redeemable common stock is reclassified as permanent equity when presentation outside
permanent equity is no longer required
 (if, for example, a redemption
feature lapses, or there
is a modification of the
terms of the instrument). The
existing carrying amount
 of the redeemable common
stock is reclassified to permanent
equity at the date of
the event that caused the
reclassification and prior
 period consolidated financial statements are not adjusted.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 2.

 Revenue recognition

 The
recognizes
upon
transfer
of
of
promised
or
to
in
an
that
 reflects
the
the
expects
to
receive
in
for
those
or
services.
The
enters
into
 contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted
 for as
separate performance
observable standalone
selling prices.
Revenue is
recognized net
of allowances
for
 returns and any taxes collected from customers, which are subsequently remitted
to governmental authorities.
 Nature of products and services
 Prepaid airtime sold
 The Company purchases airtime vouchers for resale to customers and acts as
a principal in these transactions.
Airtime purchased
 for resale is included in inventory and released to cost of goods sold,
IT processing, servicing and support upon sale of the inventory.
 The Company negotiates and agrees sales prices for airtime sales
with its customers and revenue is measured at the agreed contractual
 price. The Company recognizes revenue when the airtime is delivered
to the customer.
 Processing fees
 The Company earns processing fees from transactions processed for its customers.

 The Company provides its customers with transaction processing services that involve the collection, transmittal and retrieval of
 all transaction data in exchange for consideration upon completion of the transaction and recognizes revenue from these activities at a
 point in time.
In certain instances,
the Company also
provides a funds
collection and settlement
service for its
customers and recognizes
 revenue from these activities at a point in time.

 The Company also provides customers with cash management and digitization services which enables its merchant customers to
 deposit
cash into
digital vaults
operated
after which
the funds
are then
electronically
accessible by
to
 either transfer to their nominated bank account or to pay certain pre-selected suppliers and recognizes revenue from these activities at
 a point in time.
The Company considers
each of these services
as a single performance
obligation. The Company's
contracts specify
 a transaction
price for
services provided.
Processing revenue fluctuates
the type and
the volume of
transactions processed.
 Revenue is recognized on the completion of the processed transaction.
 The Company provides
rental and support
services under a
master rental agreement
with customers. Control
of the rental
asset
 is transferred through the right of
use on a monthly basis as per
the master rental agreement terms. Customers
are required to pay the
rental and
support fee
in advance
.
The performance
obligation
service component
is provided
month and
 revenue is recognized at the end of the month. The Company recognizes revenue
from these activities over time.
 The
as
a
processor
and
in
the
capacity
of
an
agent,
facilitates
the
delivery
of
ADP
to
its
vouchers,
and
gaming
vouchers)
and
earns
a
commission
once
these
are
 delivered to the customer.
The Company recognizes revenue from these activities at
a point in time. Revenue from these transactions
 fluctuates based on the volume of ADP services distributed.
 Customers
serviced
operating segment
that have
a bank
account managed
are
 issued cards that can be utilized to withdraw
funds at an ATM or to transact at a merchant point of sale device
("POS"). The Company
 also earns processing
fees from transactions
processed for these
customers. The
Company's contracts
specify a transaction
price for
 each service
provided (for
instance, ATM
withdrawal,
balance enquiry,
etc.). Processing
fluctuates
the type
and
 volume of transactions performed by the customer. Revenue is recognized on the completion of the processed transaction at a point in
 time.
 Account holder fees
provides bank accounts
to customers
and this service
is underwritten
by a regulated
banking institution
 the Company is not
a bank. The Company
charges its customers
a fixed monthly
bank account administration
fee for all active
bank
 accounts regardless of
whether the account
holder has transacted
or not. The
Company recognizes account
holder fees on a
 basis on
all active
bank
accounts,
which
are earned
over
time and
billed
on a
basis. Revenue
from account
holders'
fees
 fluctuates based on the number of active bank accounts.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 2.
 Revenue recognition (continued)
 Nature of products and services (continued)
 Lending revenue
 The Company provides
short-term loans to
customers (consumers) in
South Africa and charges
up-front initiation fees,
 and monthly
service fees.
Interest earned
from customers
is recognized
using the
effective interest
rate method,
which requires
the
 utilization of the rate of return implicit in the loan, that is, the contractual interest rate adjusted for any
net deferred loan initiation fees
 or costs, premium,
or discount existing at
the origination or acquisition
of the loan. Monthly
service fee revenue is
recognized under
 the contractual terms of
the loan. The monthly service
fee are earned over time
and is fixed upon initiation
and does not change over
 the term of the loan and is recognized when billed on a monthly basis.
 Interest earned from
 The Company provides short-term loans to merchants in South Africa and levies interest on the amount lent. The Company does
 not charge
these customers
up-front initiation
fees or
monthly service
fees. Interest
earned from
customers is
recognized using
the
 effective interest
rate method,
which requires
the utilization
rate of
return implicit
loan, that
is, the
contractual interest
 rate adjusted
for any net
deferred loan
fees or
costs, premium,
or discount
existing at
the origination
or acquisition
loan. The
 interest rate included in the contract with the customer generally changes with changes to benchmark rates of interest set by the South
 African Reserve Bank ("SARB").

 The Company supplies hardware and licenses for its customers to use the Company's
technology. Hardware includes the sale of
 POS devices, SIM cards and other consumables which
can occur on an ad
hoc basis. The Company recognizes revenue from hardware
 at
the
price
specified
in
the contract
is delivered
customer.
Licenses
the right
to access
 certain technology developed by the Company and the associated revenue
is recognized ratably over the license period.
 Insurance revenue
 The Company writes
life insurance contracts, and
policy holders pay
the Company a
monthly insurance premium at
the beginning
 of each month. Premium revenue
is recognized on a monthly basis net of
policy lapses. Policy lapses are provided
for on the basis of
 expected non-payment of policy premiums.
 Accounts Receivable, Contract Assets and Contract Liabilities
 The
recognizes
receivable
when
its
right
to
under
its
with
becomes
 unconditional. The Company has no contract assets or contract liabilities.

 Research and development expenditure
 Research and
development expenditure
is charged
to net
income in
the period
in which
it is
incurred. During
ended
 June 30, 2025,
2024 and 2023, the
Company incurred research
and development expenditures
of $
 0.5

 0.5

 0.5

 Computer software development
 Product
costs in
of
intended
for
sale
to
licensees
are
expensed
as
until
technological
 feasibility is attained.
Technological
feasibility is attained
when the Company's
software has completed
system testing and has
been
to
be
viable
for
its
intended
use.
Once
technological
feasibility
is
reached,
the
capitalized
such
costs
and
 amortizes
these costs over
the products'
estimated life. The
time between
the attainment
of technological feasibility
and completion
 of software development is generally short with insignificant amounts of development
costs incurred during this period.

 Costs in
respect of
the development
of software
internal use
are expensed
as incurred,
except to
the extent
 that
these
costs
are
the
application
stage.
All
other
costs
those
in
the
project
 development and post-implementation stages are expensed as incurred.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 2.

 Income taxes

provides for income
taxes using the
asset and liability
method. This
approach recognizes
the amount of
 taxes payable or refundable
for the current year,
as well as deferred
tax assets and liabilities for
the future tax consequence
of events
 recognized in the financial statements and tax returns. Deferred taxes are
adjusted to reflect the effects of changes in tax laws or rates
period of
enactment. The
majority of
taxes and
balances arise
South Africa.
The
 Company used the enacted statutory tax rate of
 % for the years ended June 30, 2025, 2024 and 2023 to measure current
tax expense
 (benefit) and deferred tax expense (benefit) in South Africa. There was a change in the South African enacted tax rate during the year
2023, from
 % to
 %. The Company
measured its South African
current tax expense
for the years
 2025
and 2024 and
its South African
deferred tax assets and
liabilities as of
and 2024, using
the enacted statutory
tax
 rate in South Africa of
 %.
 In establishing the appropriate deferred tax asset valuation allowances, the Company assesses the realizability of its deferred tax
 assets, and based on all available evidence, both positive
and negative, determines whether it is more likely than not
that the deferred
 tax
or
a
thereof
will
be
realized.
The
does
not
consider
reversals
of
existing
temporary
 differences associated with indefinite lived assets
where the timing of the
reversal cannot be predicted as
a source of income to
 deferred tax assets for carryforward that do not expire.
 Unrecognized tax
benefits are recorded
in the financial
statements for positions
which are not
considered more likely
than not,
the technical
merits of the
position, of being
sustained upon
examination by
the taxing authorities.
For positions that
meet
 the more likely than not
standard, the measurement of
the tax benefit recognized
in the financial statements is based
upon the largest
 amount of tax benefit that, in management's judgement, is greater than 50% likely of being
realized based on a cumulative probability
of
the possible
outcomes.
The
policy
is to
to
taxes
in
interest expense
and
 penalties in selling, general and administration in the consolidated statements of
operations.
 The Company has elected the period cost method
and records U.S. inclusions in taxable income related to global
intangible low
 taxed income ("GILTI")
as a current-period expense when incurred.

 Stock-based compensation
 Stock-based compensation represents the
cost related to
stock-based awards granted.
The Company measures
equity-based stock-
 based compensation cost at
the grant date, based on
the estimated fair value of
the award, and recognizes the
cost as an expense on
a
 straight-line basis (net of estimated forfeitures) over the requisite
service period. In respect of awards with only service
conditions that
 have a graded
vesting schedule, the
Company recognizes compensation
cost on a straight-line
basis over the
requisite service period
entire award.
The forfeiture
rate is
estimated using
historical trends
awards forfeited
prior to
vesting.
The
 expense is recorded in
the statement of operations and
classified based on the recipients'
respective functions. The Company
records
assets for awards
that result in
deductions on the
income tax returns,
based on the
amount of compensation
 cost recognized and the Company's
statutory tax rate in the jurisdiction
in which it will receive a deduction.
Differences between the
assets recognized
for financial
reporting purposes
actual tax
deduction reported
income tax
 return are recorded in income tax expense in the consolidated statement
of operations.

 Equity instruments issued to third parties
instruments issued
to third
parties
for services
represents the
cost related
to equity
instruments granted.
The
 Company measures
this cost at
the grant date,
based on the
estimated fair value
of the award,
and recognizes the
cost as an
 on a
straight-line basis
(net of
estimated forfeitures)
requisite service
period. The
forfeiture rate
is estimated
the
expectation of the
number of awards
that will be forfeited
prior to vesting.
The Company records
deferred tax assets
for
 equity instrument
awards that
deductions on
income tax
returns, based
amount of
equity instrument
 cost recognized and the Company's
statutory tax rate in the jurisdiction
in which it will receive a deduction.
Differences between the
assets recognized
for financial
reporting purposes
actual tax
deduction reported
income tax
 return are recorded in the statement of operations.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 2.

 Settlement assets and settlement obligations
 The
with
cash
and
digitization
which
enable
its
to
 deposit
cash into
digital vaults
operated
after which
the funds
are then
electronically
accessible by
to
 either transfer to their nominated bank account or to pay certain pre-selected suppliers.
 Settlement assets comprise (1) cash received from merchant customers
from cash deposits into the Company's safe assets, which
 are
then
electronically
accessible
by
to
either
transfer
to
their
nominated
bank
account
or
to
pay
pre-selected
 suppliers,
and
(2)
cash
from
card
companies
(as
well
as
other
types
of
services)
which
have
 relationships
with
selling
goods
and
that
are
the
and
on
whose
behalf
it
processes
the
 transactions between various parties.
 Settlement
comprise
(1)
that
the
is
obligated
to
disburse
to
or
to
their
 nominated pre-selected suppliers, and (2)
amounts that the Company is obligated
to disburse to merchants selling goods
and services
 that are the Company's customers and on whose behalf it processes
the transactions between various parties and settles the funds from
 the credit card companies to the Company's
merchant customers.
 The balances
at each reporting
date may vary
widely depending on
the timing of
the receipts and
payments of these
assets and
 obligations.

 Recent accounting pronouncements adopted

 In November 2023,
the Financial Accounting
Standards Board ("FASB")
issued guidance regarding
 Segment Reporting (Topic
 280)

to
improve
requirements,
enhanced
disclosures
about
 expenses. In addition, the
guidance enhances interim disclosure
requirements, clarifies circumstances in
which an entity can disclose
 multiple
measures
of
profit
or
loss,
new
for
entities
with
a
single
 segment, and contains other disclosure requirements. This guidance was effective for the Company beginning July 1, 2024
for its year
 ended June 30, 2025, and for interim periods commencing from July 1, 2025 (i.e. for the quarter ended September 30, 2025). Refer to
 Note 21.

 Recent accounting pronouncements not yet adopted
as of June 30, 2025
 In
December
2023,
the
FASB
guidance
 Income
Taxes
(Topic
740)

to
improve
tax
 requirements. The guidance requires
entities, on an
annual basis, to
(1) disclose specific categories
in the income tax
rate reconciliation
 and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect
of those reconciling items
 is equal
to or
greater
than
five percent
amount computed
by multiplying
pre-tax
or loss
applicable
statutory
 income tax rate). This guidance
is effective for the Company
beginning July 1, 2025. The Company
is currently assessing the impact
 of this guidance on its financial statements and related disclosures.

 In
November
2024,
the
FASB
guidance
 Income
Statement—Reporting
Comprehensive
Income—Expense
 Disaggregation
Disclosures
 (Subtopic
220-40)

which
disaggregated
of
for
 business entities. The guidance does not change the expense captions an
entity presents on the face of the income statement; rather,
it
disaggregation
of
captions
into
specified
categories
in
disclosures
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
guidance
Instruments-Credit
Losses
(Topic
326)
Measurement
of
 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.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 3.
ACQUISITIONS
 The Company did not make any acquisitions during the year ended June 30, 2023.
The cash paid, net of cash received related to
 the Company's acquisition during
the years ended June 30, 2025 and 2024, is summarized in the table below:

 2025
 2024
 Total cash paid
 $
 24,161
 $
 2,248
 Less: cash acquired
 11,215
 Total cash paid, net
of cash received
 $
 12,946
 $
 1,583

 2025
Acquisitions
 October 2024 acquisition of Adumo
 On May 7,
2024, the Company
entered into a
Sale and Purchase
Agreement (the "Purchase
Agreement") with Lesaka
SA, and
 Crossfin Apis Transactional
Solutions (Pty) Ltd
and Adumo ESS
(Pty) Ltd ("the
Sellers"). Pursuant to
the Purchase Agreement
and
 subject to its terms and
conditions, Lesaka, through its
subsidiary,
Lesaka SA, agreed to
acquire, and the Sellers agreed
to sell, all of
 the
interests
and
claims
in
the
Adumo
(RF)
("Adumo").
The
closed
on
 October 1, 2024.
 Adumo is an
independent payments and commerce
enablement platform in Southern
Africa, with operations across
South Africa,
 Namibia,
Botswana
and
Kenya.
For
more
than
two
decades,
Adumo
has
facilitated
physical
and
online
commerce
retail
and
end-consumers
by
offering
a
unique
of
and
solutions,
which
 currently include
embedded payments,
integrated payments,
reconciliation services,
merchant lending,
customer engagement
tools,
 card issuing program management and data analytics.

 Adumo operates
across three businesses,
which provide
payment processing
and integrated software
solutions to different
end
 markets:

 The
Adumo
Payments
offers
processing,
and
to
small-and-
 medium ("SME") merchants
in South Africa,
Namibia and Botswana, and
the Adumo Payouts
business provides card
issuing
 program management to
corporate clients
such as Anglo
American and Coca-Cola
(Adumo Payments was
allocated to Merchant
 operating segment and Adumo Payouts was allocated to the Consumer
operating segment);

 The Adumo ISV business,
known as GAAP,
has operations in South
Africa, Botswana and
Kenya, and clients in
a number of
 other
countries, and
is the
leading
provider of
point-of-sales
and
hospitality
industry in
 Southern Africa, serving clients such as KFC, McDonald's,
Pizza Hut, Nando's and Krispy Kreme
(Adumo ISV was allocated
 to Merchant operating segment); and

 The Adumo
Ventures
business offers
online commerce
solutions (Adumo
Online), cloud-based,
multi-channel point-of-sales
(Humble)
and
an
aggregated
and
credit platform
for
in-store
and
online
commerce
(SwitchPay)
to SME
and
clients
in
South
and
Namibia
(Adumo
Venture
was
to
the
 segment).

 The total purchase
consideration was ZAR
 1.67

 96.2

million) and comprised
the issuance of
 17,279,803

shares of the
("Consideration Shares")
with a
$
 82.8

million (
 17,279,803

multiplied by
$
 4.79

per share)
and
 cash of $
 13.4

million. The purchase consideration was settled through
the combination of the Consideration Shares and a ZAR
 232.2
 13.4

million, translated at the prevailing
rate of $1: ZAR
 17.3354

as of October 1, 2024)
payment in cash. The Company's
 closing price on
the Johannesburg
Stock Exchange on
October 1, 2024,
was ZAR
 83.05

($
 4.79

using the October
1, 2024, $1:
ZAR
 exchange rate). Certain indirect shareholders of the sellers were investors in Adumo and the Company.
These shareholders ultimately
an aggregate
of
 1,989,162

at a
price of
$
 4.79

which was
redeemable
 common stock (refer to Note 14).

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 3.
 2025
Acquisitions (continued)
 October 2024 acquisition of Adumo (continued)
 The closing
transaction was
customary closing
conditions which
we fulfilled
prior to
closing. The
 agreed to file a resale registration statement with the United States Securities and Exchange Commission ("SEC") covering the resale
 of the Consideration Shares by the Sellers. The resale registration statement was declared effective by the SEC on December 6, 2024.
 The Company incurred
transaction-related expenditures
of $
 1.6

 2.3

million during the
years ended June
 and
2024,
to
the
of
Adumo.
The
accruals
in
Note
of
as
June
30,
2025,
 includes an accrual
of transaction related
expenditures of $
 0.1

million and the
Company does not
expect to incur
any further significant
 transaction costs during the 2026
fiscal year.
 March 2025 acquisition of Recharger
 On November 19,
2024, the Company,
through Lesaka SA,
entered into a
Sale of Shares Agreement
(the "Recharger
Purchase
 Agreement") with
Imtiaz Dhooma
(Recharger's
former chief
executive officer)
and Ninety
Nine Proprietary
Limited ("the
Seller").
 Pursuant to
the Recharger
Purchase Agreement
and subject
to its
terms and
conditions, Lesaka,
through its
subsidiary,
Lesaka SA,
 agreed to acquire, and the Seller agreed to sell, all of the outstanding equity interests in Recharger Proprietary Limited ("Recharger").
 The transaction closed on March 3, 2025.

 At the same time, Recharger also entered into
independent contractor agreement with Recharger's former chief executive officer
 which has a
term of

months and required
him, among other
things, to support
operational activities of
the Recharger
business, in
 consultation with Company representatives, facilitate the handover process and
assist Recharger in transitioning ownership to Lesaka
 SA, avail himself for important
customer and vendor meetings, attend
scheduled weekly management committee
meetings regarding
 operational and
business activities of
the Recharger
business, and providing
support on an
ad-hoc basis to
Company representatives
 with regard to operational matters and in facilitating the hand over,
as and when reasonably required.
 This acquisition has
been reported
as part
Company's Enterprise operating segment
and demonstrates positive
advancement
 of the Company's strategy in its Enterprise operating segment. The Company expects the acquisition to act as an entry point for it
into
 the South African private utilities space while augmenting Enterprise's
alternative payment offering.

 The
consideration per
the Recharger
Purchase Agreement
was ZAR
 503.4

($
 27.0

and comprised
 ZAR
 328.4

 17.6

million) in
cash and
ZAR
 175.0

 9.4

million) in
common stock,
to be
 settled
in
two
tranches.
The
share
price
applied
to
determine
the
of
of
stock
to
be
for
the
 consideration is
the volume-weighted
average price
common shares
three-month period
prior to
 the
disbursal
of
each
tranche.
SA
extended
a
ZAR
 43.1

($
 2.3

loan
to
at
closing
which
was
 exclusively used to repay an existing loan due by Recharger
to the Seller.

 The first tranche,
comprising ZAR
 153.4

 8.2

million) in cash
and

shares of the
 with a value of ZAR
 98.3

 5.3

million), was settled at
closing. The value of the
shares of common stock were
calculated using
 the shares issued multiplied
by the Company's
closing price on the Johannesburg
Stock Exchange on March
3, 2025, of ZAR
 90.00
,
 and translated
to U.S.
dollars at
the exchange
rate of
$1: ZAR
 18.63
. Lesaka
SA delivered
the

 common stock from
a pool of shares
it purchased in
October 2024, and
the Company recognized
a gain in
additional paid-in-capital
 of $
 0.4

million related to the difference between in the value on March 3, 2025,
and the price paid per share in October 2024.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 3.
 2025
Acquisitions (continued)
 March 2025 acquisition of Recharger (continued)
 The total purchase consideration
was ZAR
 294.8

 15.8

million) and comprised the
issuance of the

 the
stock
with
a
value
of
ZAR
 98.3

($
 5.3

million),
the
settlement
of
the
pre-existing
relationship
 shareholder loan of ZAR
 43.1

 2.3

million) and cash of ZAR
 153.4

 8.2
) million.
 The second
and final
tranche is due
on March
3, 2026,
and comprises
a contractual
cash payment
 175.0

 9.4
 million) and the delivery
of shares of Lesaka's
common stock with a
contractual value of ZAR
 75.0

 4.0

million). Pursuant
Purchase Agreement,
second tranche
in March
2026 was
contingent
on Recharger's
former
chief
 executive officer's ongoing service under the independent contractor agreement until June 30, 2025. The second tranche would not be
 paid if
he failed
the requisite
service, except
if failure
future services
is due
to expiry
contract, mutual
 agreement
or death
former chief
executive officer.
The former
chief
executive officer
was also
a director
Seller,
and
 signed the Recharger
Purchaser Agreement on behalf
of himself, Recharger
and the Seller.
He also signed an independent
contractor
 agreement under which he
is required to
provide post-combination service to Recharger until
March 2026 (but the
vesting of the shares
 is only for services to
June 30, 2025). The Company
has determined that as the payment
of the second tranche is
contingent on these
 post-combination services, the value of the
second tranche is not
treated as purchase consideration and
rather, under GAAP, represents
 compensation for post-combination services.
In late May 2025, an addendum was signed to reduce
the post-combination period from
 twelve months to four months (i.e. from March 2025 to June 2025).
 The post-combination
services for the
year ended June 30,
2025, of $
 13.6

million was calculated
as the sum of
the future cash
 payment and the
future shares to
be provided. The
the future shares
to be
provided was calculated
using the
 value of ZAR
 75.0

million divided by
the volume-weighted average price
of the Company's common shares
for the three-month
 prior
to June
30,
2025, and
applicable
rate. The
post-combination
compensation charge
is included
 transaction costs related to
Adumo, Recharger and Bank
Zero acquisitions and
certain compensation costs
included on the
 statement of operations.

 The
records
stock-based
that
are
cash-settled
awards
payables.
The
liability for
the
 future payments is included in
the caption Other payables in
the consolidated balance sheet
as of June 30,
2025, refer to Note
13. There
 is no unrecognized compensation costs related to the post-combination
compensation charge as of June 30, 2025.
 The
transaction-related
of $
 0.4

ended
2025,
to
the
 acquisition of Recharger.
The Company's accruals presented in Note 13 of as June 30, 2025, includes an accrual of transaction
 expenditures of $
 0.1

million and the Company does not expect to incur
any further significant transaction costs during the 2026 fiscal
 year.
 Other acquisitions
 Effective
November
1,
2024,
the
its
wholly
owned
Adumo
 ("Adumo AT"),
acquired the remaining
shares (representing
 % of the issued and
outstanding shares) it did
not own in Innervation
 Value
Added Services Namibia Pty Ltd
("IVAS
Nam") for $
 0.4

 6.0

million, translated at November 1, 2024
 rates). IVAS
Nam was accounted for using the equity method prior to the acquisition of a controlling interest in the company. Adumo
 paid ZAR
 2.0

million of
the purchase
price prior
acquisition of
Adumo by
and the balance
 4.0

 will be paid
in
 two

equal tranches, one
in March 2025
and the other
in September 2025.
The Company did
not incur any
 transaction costs related to this acquisition.
 The
SA,
 %
of
Genisus
Risk
("Genisus
Risk")
for
a
cash
 consideration of ZAR
 2.0

 0.1

million). The Company
did not incur
any significant transaction
costs related to
this acquisition.
 The
its
wholly
owned
Cash
Solutions
("CCMS"),
 % of
Master Fuel
Proprietary Limited
("Master Fuel)
for a
cash consideration
 2.0

 0.1

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

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 3.
 2026 Proposed acquisitions of Bank Zero
 On
June
26,
2025,
SA
into
a
(the
"Transaction
 Agreement") with
Zero Research
Proprietary Limited
("Zero Research"),
Bank Zero
Mutual Bank
("Bank Zero"),
parties
 identified in
Annexure A
Implementation Agreement
(being all
shareholders
of Bank
Zero save
for Zero
 Research and
Naught
Holdings Ltd,
the "Bank
Zero Sellers"),
the parties
listed in
Annexure
B to
the Transaction
 Agreement (being
all of the
shareholders of
Zero Research save
for Naught
Holdings Ltd, the
"Zero Research
Sellers") and
Naught
 Holdings Ltd. All amounts below translated at the closing rate of $1: ZAR
 17.76

as of June 30, 2025.
 The
payable
by
SA
in
for
the
relevant
in
Bank
Zero
and
the
subscription
 consideration payable by
Lesaka SA in exchange
the subscription shares will be
settled through a combination
of delivery of Lesaka
and up
 91.0

 5.1

in cash.
Zero Research
will apply
the cash
and Lesaka
 received by it to settle
the repurchase consideration due to the
Zero Research Sellers. Following implementation of
each of these steps,
 and subject to the below
adjustment, the Bank Zero Sellers, Zero
Research Sellers and Naught Holdings
Ltd will own approximately
 % of Lesaka's
fully diluted shares
at the time
of completion of
the proposed transaction.
The Transaction Implementation Agreement
 allows a
mechanism (in
certain circumstances)
pursuant to which
the Bank
Zero Sellers and
the Zero
Research Sellers
may acquire
 fewer shares in Lesaka and a larger cash consideration.

 The
customary
interim
undertakings
which
each
of
Zero
 Research
and
Bank
Zero,
among
other
things
(i)
to
conduct
their
in
the
ordinary
course
the
the
 execution of the Transaction Implementation
Agreement and the
closing of the
transaction contemplated thereby, and (ii)
not to engage
 in certain kinds of transactions during
such period. The Transaction
Implementation Agreement is subject to
the fulfilment of certain
precedent.
The
will
lapse
if
all
of
the
precedent
are
not
met
or
not
 waived by August 6, 2026 (or such later date as may be agreed).
 Bank
Zero
and
SA
have
agreed
to
implement
a
incentive
arrangement
implementation
of
the
 transaction, under which an agreed portion of a number of shares of
Lesaka's shares of common stock calculated will be granted by (i)
 dividing
ZAR
 70.0

($
 3.9

by
an
agreed
value
(as
defined
in
the
Agreement)
(the
 "Retention LTIP
Shares") and (ii) dividing
ZAR
 30.0

 1.7

million) by such
agreed value (the "Performance
LTIP
Shares").
 The
Retention
LTIP
to
time
and
performance-based
conditions.
The
terms
 incentive plan are required to be considered, and if necessary approved, by Lesaka's remuneration
committee.
 The
transaction-related
of $
 0.6

ended
2025,
to
the
of
Bank
Zero.
The
accruals
in
Note
of
as
June
30,
2025,
an
accrual
of
 transaction related expenditures of $
 0.6

million and the Company expects to incur further
transaction costs of $
 0.4

million during the
 2026 fiscal year.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 3.
 2025
Acquisitions (continued)
 The purchase
price allocation
for all acquisitions
have been
finalized as of
2025, except for
Recharger.
The purchase
 price allocation of acquisitions during the year ended June 30, 2025,
translated at the foreign exchange rates applicable on the date of
 acquisition, is provided in the table below:

 Acquisitions during fiscal 2025
 Adumo
 Other
 Total
 Final
 Preliminary
 Final

 $
 9,227
 $
 1,720
 $
 $
 11,215
 Accounts receivable
 6,799
 7,544
 Inventory

 5,122
 5,319
 Property, plant and equipment
 9,170
 9,237
 Operating lease right of use asset
 1,025
 -
 1,426
 Equity-accounted investment
 -
 -
 Goodwill
 71,992
 3,614
 76,114
 28,806
 16,171
 45,046
 Deferred income taxes assets
 1,061
 1,197
 Other long-term assets
 2,809
 -
 -
 2,809
 Current portion of long-term borrowings
 ( 1,178)
 -
 -
 ( 1,178)
 Accounts payable

 ( 3,266)
 ( 149)
 ( 440)
 ( 3,855)
 Other payables

 ( 28,116)
 ( 1,439)
 ( 252)
 ( 29,807)
 Operating lease liability - current
 ( 948)
 ( 185)
 -
 ( 1,133)
 Income taxes payable

 ( 150)
 ( 4)
 ( 42)
 ( 196)
 Deferred income taxes liabilities
 ( 7,107)
 ( 4,366)
 ( 19)
 ( 11,492)
 Operating lease liability - long-term
 ( 326)
 ( 269)
 -
 ( 595)
 Long-term borrowings
 ( 7,308)
 -
 -
 ( 7,308)
 Other long-term liabilities
 ( 140)
 -
 -
 ( 140)
 Settlement assets

 8,603
 -
 -
 8,603
 Settlement liabilities

 ( 8,530)
 -
 -
 ( 8,530)
 Fair value of assets and liabilities on acquisition
 $
 88,022
 $
 15,825
 $
 $
 104,753

 The
fair
value
of
the
non-controlling
interests
was $
 7.6

The
fair
value
of
the
non-controlling
was
 determined as
the non-controlling
interests respective
the equity value
of the entity
acquired by
and which
 was adjusted for a
 % minority discount.
 The preliminary allocation of the Recharger purchase price is
based upon preliminary estimates which used information that
was
 available
to management
time
were
prepared
and
these
estimates
and
are
 subject to change
within the measurement
period, up to
one year from
the acquisition date.
Accordingly,
the allocation may
change.
 We continue
to refine certain inputs to the calculation of acquired intangible assets.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 3.
 2025 Acquisitions (continued)
 Transaction costs and certain compensation
costs
did
 no
 t incur
any transaction
costs related
Adumo, Recharger
Bank Zero
acquisitions during
the
 year ended June 30, 2023, and did
 no
 t incur any transaction costs related to the Bank Zero acquisitions during the year ended June 30,
 2024.
The
table
below
presents
costs
to
the
of
Adumo
and
and
the
 acquisition of Bank Zero, as well as certain post-combination compensation costs expensed during the years ended June 30, 2025 and
 2024:

 Year
 2025
 2024
 Adumo transaction costs
 $
 1,564
 $
 2,293
 Recharger transaction costs
 (1)
 Recharger post-combination services expensed
 13,586
 -
 Bank Zero transaction costs
 -
 Total
 $
 16,159
 $
 2,325

 (1) Recharger transactions costs for the year ended June
30, 2024, of $
 0.03

million have been allocated from Selling, general
and
to Transaction
costs related
to Adumo
and
certain compensation
costs in
 operations for the year ended June 30, 2024.

 Pro forma results related
to acquisitions
 Pro forma results of operations have not been
presented for the acquisition of IVAS Nam, Genisus Risk and Master Fuel because
 the effect of these acquisitions, individually and in aggregate, are
not material to the Company. Since the closing of these acquisitions,
 they have contributed revenue and net income of $
 0.8

 0.1

million, respectively, for the
year ended June 30, 2025.
 The results of the Adumo and Recharger's operations are reflected in the Company's
financial statements from October 1, 2024,
 and
March
3,
2025,
The
unaudited
pro
forma
and
net
has
been
 prepared as if the acquisitions
of Adumo and Recharger had occurred on
July 1, 2023, using the applicable average foreign exchange
 rates for the periods presented:

 Year
 2025
 2024
 $
 673,536
 $
 630,672
 $
 ( 68,367)
 $
 ( 37,324)

 The unaudited pro forma financial
information presented above includes the
business combination accounting and
other effects
acquisitions including
(1) amortization
expense related
to acquired
intangibles and
the related
deferred tax;
(2) the
loss of
 interest income, net of
taxation, as a
result of funding a
portion of the
purchase price in
cash; (3) an
adjustment to exclude all
applicable
 transaction-related costs
recognized in
of operations
for three
and nine
months ended
March
 31, 2025,
and include
the applicable
transaction-related costs
2024; an
adjustment to
exclude the
post-
to
the
in
the
of
for
three
and
nine
months
ended
March
31,
2025,
and
the
the
year
ended
June
30,
2024.
The
 unaudited
pro
forma
net
above
does
not
any
cost
savings
or
other
synergies
that
may
from
the
 acquisition.
 The unaudited pro forma
information as presented above
is for information purposes
only and is not indicative
of the results of
 operations that would have been achieved if the acquisition had occurred on
these dates.

 Since the
closing of
the acquisitions,
Adumo and
Recharger have
contributed aggregate
revenue of
$
 48.6

net loss
 attributable to
including intangible
assets amortization
assets acquired,
net of
deferred taxes
post-
 combination compensation charge, of $
 16.4

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 3.
 2024 Acquisitions
 April 2024 acquisition of Touchsides
 In
April
2024
the
closed
the
of
("Touchsides").
has
been
 allocated to our
Merchant operating segment.
The final purchase
price allocation of
the Touchsides acquisition, translated at
the foreign
 exchange rates applicable on the date of acquisition, is provided in the table below:

 $
 Accounts receivable
 Property, plant and equipment
 1,106
 Operating lease right of use asset
 Accounts payable

 ( 53)
 Other payables

 ( 279)
 Operating lease liability – current
 ( 63)
 Deferred income taxes liabilities
 ( 9)
 Operating lease liability - long-term
 ( 52)
 Fair value of assets and liabilities on acquisition
 $
 2,248

 Pro forma
results of
operations have
not been
presented because
the effect
acquisition is
not material
 Company. During
the year ended June 30, 2024, the Company
incurred acquisition-related expenditure of
$
 0.1

million related to this
 acquisition.
Since
the
closing
of
the
acquisition,
it
contributed
and
net
loss
of
$
 0.9

and
$
 0.2

 respectively, for the
year ended June 30, 2024.
 2023 Acquisitions
 None.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 4.

 ACCOUNTS RECEIVABLE,
net AND OTHER RECEIVABLES
and FINANCE LOANS RECEIVABLE,
net

 Accounts receivable, net and other receivables
accounts receivable,
net, and other
receivables as of
2025, and June
30, 2024, are
presented in the
 table below:

 2025
 2024
 Accounts receivable, trade, net

 $
 16,433
 $
 13,262
 Accounts receivable, trade, gross

 18,186
 14,503
 Allowance for credit losses, end of period
 1,753
 1,241
 Beginning of period
 1,241
 ( 521)
 ( 511)

 1,856
 1,305
 Write-offs
 ( 847)
 ( 67)

 Current portion of amount outstanding related to sale of interest in Carbon,
net of
 allowance: 2025: $
, 2024: $
 -
 -
 Current portion of total held to maturity investments
 -
 -
 Investment in
 7.625
 % of Cedar Cellular Investment 1 (RF) (Pty) Ltd
 8.625
 %
 notes
 -
 -
 Other receivables

 26,092
 23,405
 Total accounts receivable,
net

 $
 42,525
 $
 36,667

 Trade receivables include amounts
due from customers
which generally have
a very
short-term life from
date of invoice
or service
 provided to settlement. The duration
is less than a year in all cases and
generally less than 30 days in many
instances. The short-term
 nature
of
these
exposures
often
in
balances
at
that
are
disproportionately
small
compared
to
the
total
invoiced
 amounts.
The
balance
are
more
volatile
than
the
invoice
they
are
affected
by
 operational timing issues and
the fact that a balance
is outstanding at month-end
is not necessarily an indication
of increased risk but
 rather a matter of operational timing.
 Credit risk in respect of trade receivables are generally not
significant and the Company has not developed a sophisticated model
 for these basic
credit exposures. The
Company determined to
use a lifetime
loss rate by
expressing write-off experience as
a percentage
 of corresponding
invoice amounts
(as opposed
to outstanding
balances). The
allowance for credit
losses related to
these receivables
 has
been
calculated
by
multiplying
the
lifetime
loss
rate
with
recent
invoice/origination
amounts.
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
 is not significant.
 Current portion of amount outstanding related to sale of interest in Carbon represents the amount due from the purchaser related
 to the sale of
the Company's interest in Carbon Tech Limited ("Carbon"),
which was accounted for
as an equity-accounted investment,
 of $
 0.25

million, net of an allowance for doubtful loans receivable of $
 0.25

million as of June 30, 2023, and an amount due related to
 the sale of
the loan,
with a face
$
 3.0

million, which was
sold in September
2022 for
$
 0.75

million, net of
an allowance
for
 doubtful loans
receivable of
$
 0.75

million, refer
to Note 9
for additional
information. The Company
received the
outstanding $
 0.25
the equity
-accounted
investment in
2023,
and
has reversed
the allowance
for
doubtful
loans
 receivable of
$
 0.25

million during
30, 2024.
has not
yet received
the outstanding
$
 0.75

 related to the sale of the $
 3.0

million loan, and continues to engage with the purchaser to recover
the outstanding balance.
 Investment in
 7.625
 % of Cedar Cellular
Investment 1 (RF) (Pty) Ltd
 8.625
 % notes represents the
investment in a note which was
 due to mature
in August 2022 and
forms part of
Cell C's
capital structure. The
carrying value as
of each of
and 2024,
 respectively was $

(zero).
 No

interest income from the Cedar Cellular note was recorded during the years ended June 30, 2025, 2024
 and 2023, respectively.
Interest, if any,
on this investment
will only be
paid, at Cedar
Cellular's election, on
its maturity which
is in
 the process of being extended beyond its original date of August 2022.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 4.

 ACCOUNTS RECEIVABLE,
net AND OTHER RECEIVABLES
and FINANCE LOANS RECEIVABLE,
net
 Accounts receivable, net and other receivables (continued)
 The Company does not expect
to recover the amortized cost
basis of the Cedar
Cellular notes due to its
assessment that the equity
 in Cell
C currently
has no
value
which
would
there
being
no future
cash flows
to be
collected
from
the debt
on
 maturity.
The Company could
not calculate an
effective interest
rate on the
Cedar Cellular note
because the carrying
value was zero
 ($
 0.0

million) as of June 30, 2025 and 2024. The Company
therefore could not calculate the present value of the expected cash flows
 to be collected from the debt security by discounting these cash flows at the interest rate implicit in the security upon acquisition (at a
 rate of
 24.82
 %) because there are no future cash flows to discount.
 Other receivables include prepayments, deposits, income taxes receivable and
other receivables.

 Contractual maturities of held to maturity investments
 Summarized below is the contractual maturity of the Company's
held to maturity investment as of June 30, 2025:

 Cost basis
 Estimated
 fair
 value
 (1)
 Due in one year or less
 (2)
 $
 -
 $
 -
 Due in one year through five years
 -
 -
 Due in five years through ten years

 -
 -
 Due after ten years

 -
 -
 Total

 $
 -
 $
 -

 (1) The estimated fair value of the Cedar Cellular note has been calculated utilizing the
Company's portion of the assets held by
 Cedar Cellular, namely,
Cedar Cellular's investment in Cell C.
 (2) The cost basis is zero ($
 0.0

million).

 Finance loans receivable, net
 The Company's finance
loans receivable, net, as of June 30, 2025, and June 30, 2024, is presented in the table
below:

 2025
 2024
 Microlending finance loans receivable, net
 $
 52,492
 $
 28,184
 Microlending finance loans receivable, gross
 56,140
 30,131
 Allowance for credit losses - finance loans receivable, end of period
 3,648
 1,947
 Beginning of period
 1,947
 1,432

 ( 161)
 ( 210)

 4,301
 2,454
 Write-offs
 ( 2,499)
 ( 1,795)

 Merchant finance loans receivable, net
 21,618
 15,874
 Merchant finance loans receivable, gross
 23,214
 18,571
 Allowance for credit losses - finance loans receivable, end of period
 1,596
 2,697
 Beginning of period
 2,697
 2,150

 ( 22)
 ( 359)

 2,576
 2,479
 Write-offs
 ( 3,709)
 ( 1,672)

 Total finance
loans receivable, net

 $
 74,110
 $
 44,058

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 4.

 ACCOUNTS RECEIVABLE,
net AND OTHER RECEIVABLES
and FINANCE LOANS RECEIVABLE,
net
 Finance loans receivable, net (continued)
 Total finance
loans receivable, net, comprises microlending finance loans receivable related to the Company's
microlending
Africa as
well as
its merchant
finance loans
receivable related
to Connect's
lending activities
 Certain merchant finance
loans receivable with
an aggregate balance
of $
 20.7

million as
of June 30,
2025 have been
pledged as security
 for the Company's revolving
credit facility (refer to Note 12).
 Allowance for credit losses
 Microlending finance loans receivable
 Microlending finance loans receivable is related to the Company's
microlending operations in South Africa whereby it provides
 unsecured short-term loans to qualifying customers. Loans to customers
have a tenor of up to
 nine months
, with the majority of loans
 originated having
a tenor of
 six months
. The Company
analyses this lending
book as a
single portfolio
because the
loans within the
 portfolio have similar characteristics and management uses similar processes to monitor and assess
the credit risk of the lending book.

 Refer to Note 6 related to the Company risk management process related to
these receivables.

 The Company has operated this lending book for more than
 five years

and uses historical default experience over the lifetime of
 loans in order
to calculate a
lifetime loss rate
for the lending
book. The allowance
for credit losses
related to these
microlending finance
 loans receivables
is calculated
by multiplying
the lifetime
loss rate
month end
outstanding lending
book. The
lifetime loss
 rate as of each of June 30,
2025 and 2024, was
 6.50
 %. The performing component (that is, outstanding
loan payments not in arrears)
 of the book exceeds more than
 % of outstanding lending book as of June 30, 2025.
 Merchant finance loans receivable
 Merchant finance loans
receivable is related
to the Company's
Merchant lending activities
in South Africa
whereby it provides
 unsecured
short-term loans
to qualifying
customers. Loans
to customers
have a
tenor of
up to
 twelve months
, with
the majority
of
 loans originated having a tenor of approximately
 eight months
. The Company analyses this lending book as a single portfolio because
 the loans within the portfolio have similar characteristics and management uses similar processes to monitor and assess the credit risk
 of the lending book.
Refer to Note 6 related to the Company risk management process related to these receivables.
 The Company has
commenced lending
to merchant customers
approximately four years
ago and
uses historical default
experience
lifetime of
loans generated
thus far
to calculate
a lifetime
loss rate
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
book.
The
lifetime
loss
rate
as
of
June
30,
2025
and
2024,
was
 1.14
 % and
 1.18
 %, respectively.
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
appeared
to
have
ceased)
of
the
book
 %,
 %
and
 %,
of
the
 outstanding lending book as of June 30, 2025.

 5.
INVENTORY
 The Company's inventory
comprised the following categories as of June 30, 2025, and 2024.

 2025
 2024
 Raw materials
 $
 2,963
 $
 2,791
 Work in progress
 Finished goods

 20,295
 15,364
 $
 23,551
 $
 18,226

 Finished goods as
of June 30, 2024,
includes $
 1.8

million of Cell C
airtime inventory that was
previously classified as
finished
 goods subject to sale restrictions. The Company sold all of this inventory during the first two months of the year ended June 30, 2025.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 6.
OF FINANCIAL INSTRUMENTS
 Fair value of financial instruments
 Initial recognition and measurement
 Financial instruments
are recognized
when the
Company becomes
a party
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.
 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
regular
financing
activities.
Interest
rates
in
South
have
been
trending
downwards
in
recent
 quarters and
as of the
date of this
Annual Report,
are expected to
decline by a
further 25 basis
points in the
first quarter
of calendar
 2026
and stabilize at
that level for
the remainder of
that year. Therefore, ignoring the impact
of changes to
the margin on its
 (refer
to
Note
12)
and
value
of
outstanding,
the
expects
its
cost
of
borrowing
to
decline
moderately
in
the
 foreseeable future, however, the Company would expect a higher cost of borrowing if interest rates were to increase in the future. The
periodically
evaluates
the
cost
and
of
rate
hedging
strategies
to
this
risk.
The
 generally
maintains surplus
cash in
cash equivalents
and held
to maturity
investments and
has occasionally
invested in
marketable
 securities.
 Credit risk
risk
relates
to
the
risk
of
loss
that
the
would
incur
as
a
of
non-performance
by
counterparties.
The
maintains
risk
in
of
its
counterparties
to
minimize
overall
risk.
These
an
of
a
potential
counterparty's
condition,
rating,
and
other
criteria
and
risk
mitigation
tools
as
the
management deems
appropriate.
With
respect to
credit risk
on certain
financial instruments,
maintains a
 policy of entering
into such transactions only
with South African
and European financial
institutions that have
a credit rating
of "B"
 (or its equivalent) or better, as determined by
credit rating agencies such as Standard & Poor's, Moody's
and Fitch Ratings.
 Consumer microlending credit
risk
is exposed
to credit
risk in
its Consumer
microlending activities,
which provides
unsecured short-term
loans to
 qualifying customers.
Credit bureau
checks as
well as
an affordability
test are
conducted as
part of
the origination
process, both
of
 which are in line with local regulations. The Company considers this
policy to be appropriate because the affordability test it
performs
 takes into account
a variety of
factors such
as other debts
and total expenditures
on normal household
and lifestyle expenses.
may
be required
should the
ability of
its customers
to make
payments when
due
deteriorate
future. Judgment
is
 required to assess
the ultimate recoverability
of these finance
loan receivables, including
ongoing evaluation
of the creditworthiness
 of each customer.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 6.
OF FINANCIAL INSTRUMENTS (continued)
 Risk management (continued)
 Merchant lending
 The Company maintains an allowance for
doubtful finance loans receivable related to
its Merchant services segment with
 to short-term loans to qualifying merchant customers. The
Company's risk management procedures include adhering to its proprietary
 lending criteria which uses
an online-system loan application
process, obtaining necessary customer transaction-history
data and credit
 bureau checks.
The Company considers
these procedures
to be appropriate
because it takes
into account
a variety of
factors such
as
 the customer's credit capacity and customer-specific
risk factors when originating a loan.
 Equity price and liquidity risk
 Equity price risk relates to the risk of loss that the Company would incur as a result of the volatility in the exchange-traded price
 of equity
securities that
it holds.
The market
price of
these securities
may fluctuate
for a
variety of
reasons and,
consequently,
the
 amount that the Company may obtain in a subsequent sale of these securities may significantly differ
from the reported market value.

 Equity liquidity risk
relates to the risk
of loss that the
Company would incur as
a result of the lack
of liquidity on the
 on
which
those
are
listed.
The
may
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
 Fair value
is defined
as the price
that would
be received
upon sale
of an
asset or
paid upon
transfer of
a liability
in an orderly
 transaction between
market participants
measurement date
and in
the principal
or most
advantageous market
for that
asset or
 liability. The
fair value should be calculated based
on assumptions that market participants
would use in pricing the asset
or liability,
 not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk
 including the Company's own credit
risk.

 Fair value measurements and inputs are categorized into a
fair value hierarchy which prioritizes the inputs into
three levels based
extent to which
inputs used
in measuring
are observable
market. Each fair
value measurement
is reported in
 one of the three levels which is determined by the lowest level input that is significant
to the fair value measurement in its entirety.
 These levels are:

 Level 1 – inputs are based upon unadjusted quoted prices for identical instruments
traded in active markets.

 Level 2 – inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar
 instruments in
markets that
are not
active, and
model-based valuation
techniques for
which all
significant assumptions
are
 observable
market or
can be
corroborated
by observable
data for
substantially the
full term
assets or
 liabilities.

 Level
–
inputs
are
generally
unobservable
and
typically
reflect
management's
estimates
of
that
 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.
section describes
the valuation
methodologies the
Company uses
to measure
its significant
financial assets
and
 liabilities at fair value.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 6.
OF FINANCIAL INSTRUMENTS (continued)
 Financial instruments (continued)
 Asset measured at fair value using significant observable inputs – investment in MobiKwik
disposed of its entire holding,
comprising
 6,215,620

equity shares, in MobiKwik in
late June 2025. MobiKwik
 listed on the National Stock
Exchange of India ("NSE") on December
18, 2024. Up until its listing
MobiKwik did not have a
readily
 determinable fair
value and
elected to
measure its
investment in
MobiKwik at
cost minus
impairment, if
any,
plus or
 minus changes
resulting from
observable price
orderly transactions
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 reported on
the NSE on the last trading day related to last day of each of the Company's external reporting
 periods
March
31,
2025
to
determine
the
fair
value
of
the
owned
by
the
Company.
Refer
to
Note
for
 additional information.
 Asset measured at fair value using significant unobservable inputs – investment
in Cell C
Level 3 asset represents
an investment of
 75,000,000

class "A" shares in Cell
C, a significant
mobile telecoms
 provider in South Africa.
The Company used a discounted cash flow model developed by the Company to determine
the fair value of
 its investment
in Cell
C as of
June 30, 2024,
and valued Cell
C at $
 0.0

(zero) and
$
 0.0

(zero) as
of
 June 30, 2025, and June 30, 2024, respectively.
The Company incorporates the payments under Cell C's
lease liabilities into the cash
 flow forecasts and assumes
that Cell C's
deferred tax assets would
be utilized over the
forecast period. The Company
has assumed a
 marketability discount
of
 % (2024:
 %) and a
minority discount
of
 % (2024:
 %). The Company
utilized the
latest business
 plan
by Cell
C management
for
the period
ended
May
31,
2030,
for
the
2025,
and
the business
plan
 approved by
Cell C management
for the period
ended December 31,
2027, for
the June 30,
2024, valuation. Adjustments
have been
 made to the WACC
rate to reflect the Company's
assessment of risk to Cell C achieving its business plan.
 The following key valuation inputs were used as of June 30, 2025 and 2024:

 Weighted Average
Cost of Capital ("WACC"):
 % as of June 30, 2025 and between
 % and
 % as of June 30, 2024
 Long-term growth rate:
 4.5
 % (
 4.5
 % as of June 30, 2024)
 Marketability discount:
 % (
 % as of June 30, 2024)
 Minority discount:
 % (
 % as of June 30, 2024)
 Net adjusted external debt - June 30, 2025:
 (1)
 ZAR
 8.3

 0.5

billion), no lease liabilities included
 Net adjusted external debt - June 30, 2024:
 (2)
 ZAR

 0.4

billion), no lease liabilities included

 (1) translated from ZAR to U.S. dollars at exchange rates applicable as of
June 30, 2025.
 (2) translated from ZAR to U.S. dollars at exchange rates applicable as of
June 30, 2024.

 The fair value
of Cell C
as of June
30, 2025, utilizing
the discounted
cash flow valuation
model developed
by the Company
is
 sensitive to the following inputs: (i)
the ability of Cell C to achieve
the forecasts in their business case; (ii)
the WACC
rate used; and
 (iii) the
minority and marketability
discount used. Utilization
of different inputs,
or changes to
these inputs, may
a significantly
 higher or lower fair value measurement.

 The following table presents the impact on the carrying value of the Company's
Cell C investment of a
 1.0
 % decrease and
 1.0
 %
 increase in the WACC rate and the EBITDA margins used
in the Cell
C valuation on June
30, 2025, all amounts translated at
 rates applicable as of June 30, 2025:

 Sensitivity for fair value of Cell C investment
 1.0% increase
 1.0% decrease
 WACC
rate
 $
 ( 669)
 $
 1,095
 EBITDA margin
 $
 1,780
 $
 ( 1,444)

 The aggregate fair value of Cell C's shares as of
June 30, 2025, represented
 0.0
 % of the Company's total assets, including these
 shares. The Company expects that there will
be short-term equity price volatility with respect
to these shares given that Cell
C remains
 in a turnaround process

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 6.
OF FINANCIAL INSTRUMENTS (continued)
 Financial instruments (continued)
 Derivative transactions - Foreign exchange contracts
 As part
risk management
strategy,
enters into
derivative transactions
to mitigate
exposures to
currencies
using
contracts. These
are
over-the-counter
derivative
 transactions. Substantially all of the Company's derivative exposures are with counterparties that have long-term credit ratings of "B"
 (or equivalent)
or better.
uses quoted
prices in
active markets
for similar
assets and liabilities
to determine
 (Level 2). The
Company has
no derivatives
that require
measurement under
Level 1,
Level 2
or Level
3 of
value
 hierarchy.

 The Company had
 no

outstanding foreign exchange contracts as of June 30, 2025 and June 30,
2024, respectively.

 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)
 Significant Other
 Observable Inputs
 (Level 2)
 Significant
 Unobservable
 Inputs
 (Level 3)
 Total
 Investment in Cell C
 $
 -
 $
 -
 $
 -
 $
 -
 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)
 4,739
 -
 -
 4,739
 Total assets at fair value

 $
 4,864
 $
 -
 $
 -
 $
 4,864

 The following table presents the Company's
assets measured at fair value on a recurring basis as of
June 30, 2024, according to
 the fair value hierarchy:

 Quoted Price in
 Active Markets for
 Identical Assets
 (Level 1)
 Significant Other
 Observable Inputs
 (Level 2)
 Significant
 Unobservable
 Inputs
 (Level 3)
 Total
 Investment in Cell C
 $
 -
 $
 -
 $
 -
 $
 -
 Related to insurance business
 (included in other long-term
 assets)
 -
 -
 Fixed maturity investments
 (included in cash and cash
 equivalents)
 4,635
 -
 -
 4,635
 Total assets at fair value

 $
 4,851
 $
 -
 $
 -
 $
 4,851

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 6.
OF FINANCIAL INSTRUMENTS (continued)
 Financial instruments (continued)
 There have been
 no

transfers in or out of Level 3 during the years ended June 30, 2025 and 2024, respectively.
 There was
 no

movement in the carrying value of assets measured at fair value on a recurring basis, and categorized within Level
 3, during the years ended June 30, 2025
and 2024. Summarized below is the movement in
the carrying value of assets measured at fair
 value on a recurring basis, and categorized within Level 3, during the year
ended June 30, 2025:

 Carrying value
 $
 -
 (1)
 -
 $
 -

 (1) The
foreign currency
adjustment represents
the effects
of the fluctuations
of the South
African rand
against the
U.S. dollar
 on the carrying value.

 Summarized below is the movement in the carrying value of
assets and liabilities measured at fair value on a recurring
basis, and
 categorized within Level 3, during the year ended June 30, 2024:

 Carrying value
 Balance as at June 30, 2023
 $
 -
 (1)
 -
 $
 -

 (1) The
foreign currency
adjustment represents
the effects
of the fluctuations
of the South
African rand
against the
U.S. dollar
 on the carrying value.

 Trade, finance loans and other receivables
 Trade, finance loans and other receivables originated by the Company are
stated at cost less allowance for credit losses. The fair
 value of trade, finance loans and other receivables approximates their carrying
value due to their short-term nature.
 Trade and other payables
 The fair values of trade and other payables approximates their carrying amounts, due
to their short-term nature.
 Assets and liabilities 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 based on
valuation techniques using
the best information
available, and may
 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.
Refer
to
Note
for
 recorded during the
reporting periods presented
herein. The Company
has
 no

liabilities that
are measured at
on a
nonrecurring
 basis.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 7.
PROPERTY,
PLANT AND EQUIPMENT,
net
 Summarized below
is the cost,
accumulated depreciation
and carrying amount
of property,
plant and
equipment as of
 2025 and 2024:

 2025
 2024
 Cost
 Vaults
 $
 33,276
 $
 24,641
 Computer equipment
 45,597
 44,538
 Furniture and office equipment
 9,723
 9,365
 Motor vehicles
 4,873
 3,088
 Plant and machinery
 93,560
 81,698
 Accumulated depreciation:
 Vaults
 11,911
 8,838
 Computer equipment
 27,708
 32,871
 Furniture and office equipment
 7,225
 6,854
 Motor vehicles
 1,747
 1,165
 Plant and machinery
 48,636
 49,762
 Carrying amount:
 Vaults
 21,365
 15,803
 Computer equipment
 17,889
 11,667
 Furniture and office equipment
 2,498
 2,511
 Motor vehicles
 3,126
 1,923
 Plant and machinery
 $
 44,924
 $
 31,936

 8.
LEASES
 The
has
leasing
arrangements
classified
as operating
leases under
accounting
guidance.
These leasing
 arrangements
relate primarily
lease of
its corporate
head
office,
offices,
a manufacturing
facility,
and branch
 locations through which the
Company operates its financial services
business in South Africa.
operating leases have
 a remaining
lease term
of between
 one year

to
 five years
. The
Company also
operates parts
business from
 locations which it leases for a period of less than
 one year
.
operating lease expense
during the years
2025, 2024 and
2023, was $
 4.8

 3.2

 and $
 2.9

million, respectively. The Company
does not have any significant leases that have not commenced as of June 30, 2025.
has entered into
short-term leasing
arrangements, primarily
for the lease
of branch
locations and other
locations
 to operate
its financial
services business
short-term lease
expense during
30,
 2025, 2024 and 2023, was $
 4.7

 3.6

 4.2

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 8.
LEASES (continued)
table presents
supplemental
balance sheet
disclosure related
right-of-use assets
and our
operating leases
 liabilities as of June 30, 2025 and 2024:

 2025
 2024
 Right-of-use assets obtained in exchange for lease obligations
 Weighted average
remaining lease term (years)
 2.84
 3.07
 Weighted average
discount rate
 9.8
 %
 10.5
 %
 Maturities of operating lease liabilities
 2026
 $
 4,852
 2027
 3,344
 2028
 2,116
 2029
 2030
 Thereafter
 -
 Total undiscounted
operating lease liabilities
 11,660
 Less imputed interest
 1,524
 Total operating lease liabilities,
 10,136
 Operating lease liability - current
 4,007
 Operating lease liability - long-term
 $
 6,129

 9.
INVESTMENTS AND OTHER LONG-TERM ASSETS
 Equity-accounted investments
 The Company's ownership percentage
in its equity-accounted investments as of June 30, 2025 and 2024, was as follows:

 2025
 2024
 Sandulela Technology
Proprietary Limited ("Sandulela")

 %

 %
 SmartSwitch Namibia (Pty) Ltd ("SmartSwitch Namibia")

 %

 %

 Finbond
 In December
2023, the
Company sold
its entire
remaining equity
interest in
Finbond which
comprised of
 220,523,358

shares,
 and which represented approximately
 27.8
 % of Finbond's issued and
outstanding ordinary shares immediately
prior to the
sale. Lesaka
 SA had pledged, among other things, its entire equity interest in Finbond as security for its previous South African facilities described
 in Note 12.
 Sale of Finbond shares during the years ended
June 30, 2024
and 2023
 On
August
10,
2023,
the
its
wholly
owned
Net1
Finance
Holdings
(Pty)
Ltd,
into
an
 agreement with Finbond to sell its remaining shareholding to Finbond for a cash consideration of ZAR
 64.2

 3.5

million), or
 ZAR
 0.2911

per share. The transaction closed in December 2023. The Company did
 no
 t record a gain or loss on the disposal because
 the sale
proceeds were
equivalent to
the net
carrying value,
including accumulated
reserves, of
the investment
in Finbond
as of
the
 disposal
date.
The
cash
proceeds
of
ZAR
 64.2

($
 3.5

were
used
to
repay
capitalized
under
our
 borrowing facilities, refer to Note 12.
 The
sold
 25,456,545

in Finbond
for
cash during
the
year
ended
2023,
and
a
loss of
$
 0.4
 million in the caption loss on equity-accounted investment in the Company's consolidated statement of operations for the years ended
 June 30, 2023.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 9.
INVESTMENTS AND OTHER LONG-TERM ASSETS (continued)
 Equity-accounted investments (continued)
 Finbond (continued)
 Sale of Finbond shares during the years ended
June 30, 2024 and 2023 (continued)
 The following table presents the
calculation of the loss on disposal
of Finbond shares during the
years ended June 30, 2024
and
 2023:

 Year
 2024
 2023
 Loss on disposal of Finbond shares:
 Consideration received in cash
 $
 3,508
 $
 Less: carrying value of Finbond shares sold
 ( 2,112)
 ( 363)
 Less: release of foreign currency translation reserve from accumulated other
 loss
 ( 1,543)
 ( 252)
 Add: release of stock-based compensation charge related
to equity-accounted investment
 Loss on sale of Finbond shares
 $
 -
 $
 ( 341)

 Finbond impairments
recorded during
the year ended June 30, 2024
 The Company performed an impairment assessment of its holding in Finbond, including the foreign currency translation reserve
 and other equity
account amounts, as
of September
30, 2023. The
Company recorded
an impairment
loss of $
 1.2

million during the
 quarter ended September
30, 2023, which
represented the difference
between the determined
fair value of
interest in
 Finbond and the Company's carrying value, including the foreign currency translation reserve (before the impairment). The Company
 used the
price of
ZAR
 0.2911

referenced in
the August
2023 agreement
referred to
above to
calculate the
determined fair
value for
 Finbond.
 Finbond impairments
recorded during
the year ended June 30, 2023
considered the combination
of the ongoing
losses incurred and
reported by Finbond
and its lower
share price as
 impairment indicators as of
September 30, 2022. The
Company performed an impairment
assessment of its holding
in Finbond as of
 September 30,
2022. The Company
recorded an impairment
loss of $
 1.1

million during the
June 30, 2023,
 other-than-temporary
decrease
in
Finbond's
value,
which
represented
the
difference
the
fair
value
of
the
 Company's interest
in Finbond and the Company's
carrying value (before the impairment).
During fiscal 2023, there continued
to be
 limited trading
in Finbond
shares on
the JSE
because a
small number
of shareholders
owned approximately
 % of
its issued
and
 outstanding shares between them. The Company calculated a fair value per share for Finbond by applying a liquidity discount of
 %
 to the September 30, 2022, Finbond closing price of ZAR
 0.49
. The Company increased the liquidity discount from
 % (used in the
 previous impairment assessment)
to
 % (used in
the September 30,
2022 assessment) as
a result of
the ongoing limited
trading activity
 observed on the JSE.
 Carbon
 In September 2022, the
Company entered into a binding
term sheet to sell its entire
interest, or
 %, in Carbon for $
 0.5

 and a
loan due from
Carbon, with a
face value of
$

million, for $
 0.75

million. Both
the equity
interest and
the loan had
a carrying
$

(zero) at June
30, 2022.
received $
 0.25

million on closing
and the outstanding
balance due by
Etobicoke
 was expected to be paid
as follows: (i) $
 0.25

million on September 30,
2023 (the amount was received
in October 2023), and (ii)
the
 remaining
amount, of
$
 0.75

million in
March 2024
(the amount
has not
been received
as of
2024 (refer
4)). The
has
the $
 0.25

on closing
the
equity interest
and
the subsequent
funds
 received first to the sale of the equity interest and then to the loans.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 9.
INVESTMENTS AND OTHER LONG-TERM ASSETS (continued)
 Equity-accounted investments (continued)
 Carbon (continued)
believed that
the Carbon
shares provided
as security
was $

(zero), which
was in
line with
the
 carrying value as
of June 30, 2022,
and created an allowance
for doubtful loans receivable
related to the $
 1.0

million previously due
 from Etobicoke.
did not
incur any significant
transaction costs.
has included
the gain of
$
 0.25

 related to the sale of the Carbon equity interest in the caption net
gain on disposal of equity-accounted investments in the Company's
 consolidated statements of operations.
 The following table presents the calculation of the gain on disposal of Carbon
during the year ended June 30, 2023:

 Year
ended

 2023
 Gain on disposal of Carbon shares:
 Consideration received in cash in September 2022
 $
 Less: carrying value of Carbon
 -
 Gain on disposal of Carbon shares:
 (1)
 $

 (1)
The
did
not
pay
taxes
to
the
sale
of
Carbon
the
base
cost
of
its
exceeds
the
sales
received.
does not
that it
able to
utilize the
loss generated
Net1 BV
does
not
 generate taxable income.

 VantagePay
 The Company provided 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 outstanding as of June 30, 2025.

 Summarized
below is
the movement
in equity-accounted
investments during
and 2024,
which
 includes the investment in equity and the investment in loans provided
to equity-accounted investees:

 Finbond
 Other
 (1)
 Total
 Investment in equity
 $
 3,040
 $
 $
 3,171
 Stock-based compensation

 -
 Comprehensive loss:
 ( 956)
 ( 790)
 Other comprehensive income

 -
 Equity accounted (loss) earnings
 ( 1,445)
 ( 1,279)
 Share of net (loss) income
 ( 278)
 ( 112)
 Impairment
 ( 1,167)
 -
 ( 1,167)
 Dividends received

 -
 ( 95)
 ( 95)
 Sale of shares in equity-accounted investment
 ( 2,096)
 -
 ( 2,096)
 (2)
 ( 2)
 -
 Comprehensive income:
 -
 Equity accounted earnings
 -
 Share of net income
 -
 Dividends received

 -
 ( 96)
 ( 96)
 Sale of shares in equity-accounted investment
 -
 ( 507)
 ( 507)
 Equity-accounted investment acquired in business combination (Note
3)
 -
 (2)
 -
 $
 -
 $
 $

 (1) Includes Sandulela and SmartSwitch Namibia;
 (2) The foreign currency
adjustment represents the
effects of the fluctuations
of the ZAR and
Namibian dollar, against
the U.S.
 dollar on the carrying value.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 9.
INVESTMENTS AND OTHER LONG-TERM ASSETS (continued)
 Other long-term assets
 Summarized below is the breakdown of other long-term assets as of June 30,
2025, and June 30, 2024:

 2025
 2024
 Total equity investments

 $
 -
 $
 Investment in MobiKwik (June 30, 2024:
 %)
 (1)
 -
 Investment in
 % of Cell C (June 30, 2024:
 %) at fair value (Note 6)
 -
 -
 Investment in
 87.50
 % of CPS (June 30, 2024:
 87.50
 %) at fair value
 -
 -
 Policy holder assets under investment contracts (Note 11)
 Reinsurance assets under insurance contracts (Note 11)
 1,837
 1,469
 Other long-term assets
 1,847
 -
 Total other long-term
 $
 3,809
 $
 77,982

 (1) The
Company determined
that MobiKwik
(up until
December 2024)
and CPS do
not have
readily determinable
fair values
 and therefore elected
to record these
investments at cost
minus impairment, if
any,
plus or minus
changes resulting from
observable
 price changes in orderly
transactions for the identical
or a similar investment
of the same issuer.
The Company disposed
of its entire
 investment in MobiKwik in late June 2025.
 (2) On October 16, 2020, the
High Court of South Africa, Gauteng Division,
Pretoria ordered that Cash Paymaster Services (Pty)
 Ltd ("CPS") be placed into liquidation.

 MobiKwik
signed a
subscription agreement
with MobiKwik,
which is
one of
India's
largest independent
mobile payments
 networks and buy now
pay later businesses.
Pursuant to the
subscription agreement, the Company agreed
to make an
equity investment
 of up to $
 40.0

million in MobiKwik over a
 -month period. The Company made an
initial $
 15.0

million investment in August 2016
 and a
further
$
 10.6

million investment
in June
2017,
under this
subscription
agreement.
2019, the
paid
$
 1.1

to
subscribe
for
in
MobiKwik.
The
owned
 6,215,620

in
 MobiKwik, which as of June 30, 2024, represented approximately
 % of MobiKwik's issued share capital.
 Refer to Note 6 for additional information
regarding the determination of the fair value
of Company's investment
in MobiKwik
 as of June 30, 2025. The Company disposed of its entire equity interest in
MobiKwik for $
 16.4

million during the year ended June 30,
 2025,
and
a
loss of
$
 59.8

This
loss comprised
of (i)
fair
value
to
decrease
the carrying
value
 investment by $
 54.2

million from $
 76.3

million as of June 30, 2024, to $
 22.1

million as of March 31, 2025, and (ii) a further loss $
 5.6
 million upon disposal in the
fourth quarter of fiscal 2025. The
loss is included in the
caption "Change in fair value of
equity securities"
 in the consolidated statement of operations for the year ended June 30, 2025.
did not
identify any
observable transactions
30, 2024
and 2023,
and
 therefore there
was no
MobiKwik during
these years.
2021, MobiKwik
into
a number
of
separate
agreements
with
new
shareholders
to
raise
additional capital
the
issuance
of additional
 shares. The Company used the
valuation from MobiKwik's June 2021 capital raise as
the basis for its
fair value determination of $
 76.3
 million as of June 30, 2024.

 Cell C
 On
August
2,
2017,
the
its
subsidiary,
Net1SA,
purchased
 75,000,000

class
"A"
of
Cell
C
for
an
 aggregate purchase price of ZAR
 2.0

 151.0

million) in cash. The Company funded the transaction through
a combination of
 cash and a borrowing facility. Net1 SA has pledged, among other things, its entire equity interest in Cell
C as security for the previous
facilities described
in Note 12.
On September 30,
2022, Cell C
completed its
recapitalization process
which included
 the issuance of
additional equity instruments
by Cell C. The
effective percentage
holding in Cell C's
equity has reduced
 from
 % to
 % following
the
recapitalization.
in
Cell C
is carried
at
fair
value.
Refer
for
 additional information regarding changes in the fair value of Cell C.
 CPS
deconsolidated
its investment
in CPS
in May
2020. As
and 2024,
 owned
 87.5
 % of CPS' issued share capital.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 9.
INVESTMENTS AND OTHER LONG-TERM ASSETS (continued)
 Other long-term assets (continued)
 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 gains
 holding losses
 Carrying
 value
 Equity securities:
 Investment in CPS
 $
 -
 $
 -
 $
 -
 $
 -
 Held to maturity:
 Investment in Cedar Cellular notes

 -
 -
 -
 -

 Summarized below are the components of the Company's
equity securities without readily determinable fair value and held to
 maturity investments as of June 30, 2024:

 Cost basis
 holding gains
 holding losses
 Carrying
 value
 Equity securities:
 Investment in MobiKwik
 $
 26,993
 $
 49,304
 $
 -
 $
 Investment in CPS
 -
 -
 -
 -
 Held to maturity:
 Investment in Cedar Cellular notes

 -
 -
 -
 -
 Total

 $
 26,993
 $
 49,304
 $
 -
 $

 10.
net
 Goodwill
 Summarized below is the movement in the carrying value of goodwill
for the years ended June 30, 2025, 2024 and 2023:

 Gross value
 Carrying value
 Balance as of July 1, 2022
 $
 175,476
 $
 ( 12,819)
 $
 162,657
 -
 (1)
 ( 22,857)
 ( 21,875)
 152,619
 ( 18,876)
 133,743
 (1)
 5,280
 ( 472)
 4,808
 157,899
 ( 19,348)
 138,551
 -
 ( 17,041)
 ( 17,041)
 Acquisitions (Note 3)
 (2)
 76,114
 -
 76,114
 (1)
 2,096
 ( 325)
 1,771
 $
 236,109
 $
 ( 36,714)
 $
 199,395

 (1) – The foreign currency adjustment represents the effects of the fluctuations between the South African Rand against the U.S.
 dollar on the carrying value.
 (2) – Represents
goodwill arising from
the acquisition of Adumo,
Recharger, IVAS
Namibia and Master
Fuel and translated at
 the foreign exchange rates applicable on the date the transactions became effective.
This goodwill has been allocated to the Merchant
 (a portion Adumo, IVAS Namibia and Master Fuel), Consumer (a portion of Adumo) and Enterprise (Recharger) reportable operating
 segments.

 Goodwill associated with
the acquisitions represents the
excess of cost
over the fair value
of net assets
acquired. Goodwill arising
 from
these
is not
deductible
for
tax
See
Note
for
the
allocation
of
the
price
to
value
of
 acquired net assets.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 10.
net (continued)
 Goodwill (continued)
 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.
 The Company did
not perform a qualitative
assessment during the
years ended June 30,
2025, 2024 or
2023, respectively.
Except as
 discussed below, no goodwill
has been impaired during the years ended June 30, 2025, 2024 and 2023,
 In order to determine the amount of
the goodwill impairments, the estimated fair value of
our reporting units' business assets and
 liabilities were compared to the carrying value of
their assets and liabilities. The Company
used a discounted cash flow model in
order
 to determine the
fair value of
the businesses
(this is
a Level-3 fair
value measurement). Based
on this
analysis, the Company
 that the carrying value of the reporting units' business assets and liabilities exceeded
their fair value at the reporting date.
 In
determining
the
fair
value
of
the
units,
the
considered
key
judgements
to
the
units'
 revenue growth rates, weighted-average cost of capital ("WACC")
applicable to peer and industry comparables of the reporting units,
 and
the
forecast
periods
used.
The
may
record
an
loss in
if
actual
rates
are
lower
than
those
 included in the Company's discounted cash flow model. Furthermore, use of a higher weighted-average cost of capital may
also result
 in an impairment loss in the future.
 Year ended
June 30, 2025 goodwill impairment loss
recognized an impairment
loss of $
 17.0

million as a
result of its
annual impairment
analysis related to
 allocated to its Connect Cash
and Adumo Technologies reporting units within its Merchant segment,
its Adumo Payouts reporting unit
and
its
EasyPay
unit
its
segment.
The
impairments
are
the
 caption impairment loss in the consolidated statement of operations for
the year ended June 30, 2025.
 At June 30, 2024,
the fair value of
the Connect Cash reporting
unit exceeded its carrying
value by
 %.The impairment loss in
 the Connect Cash
reporting unit resulted
from a reassessment of
the business' growth prospects
in the context
of its strategic market
 positioning, optimized capital expenditures and increase WACC
over prior years.

 The impairment loss in the
Adumo Technologies
reporting unit resulted from a reassessment
of the business' growth prospects,
 a strategic decision to exit low return
and sub-optimal merchants' contracts.
 The impairment loss in the Adumo Payouts reporting
unit resulted from a reassessment of the business' growth
prospects of the
 reporting unit with lower revenue and therefore lower free cash flow generation expected compared to when performing the purchase
 price allocation.
 Easypay was acquired
in fiscal 2006.
At June 30,
2024, the fair
value of the
EasyPay reporting unit
exceeded is carrying
value
 by
 %. The impairment loss in the EasyPay reporting unit during the year ended June 30, 2025, resulted from a reassessment of the
 business' growth and the expected impact on its future cash flows as a result the cash outflows
expected from initiatives to modernize
 its existing technology platform to retain and expand its product offering
and customer base.

 The fair
the ISV
and Humble
reporting unit
s
(both allocated
to Merchant)
acquisition of
 Adumo
did
not substantially
exceed
the
value
of their
respective
unit.
The
fair
value
of
the
ISV
unit
 exceeded the carrying value by
 2.4
 % and Humble exceeded the carrying value
by
 %. As of June 30,
2025, carrying value of goodwill
to
ISV
and
Humble
was
$
 34.0

and
$
 1.5

All
other
units'
fair
value
exceeded
the
 carrying value of the reporting unit by at least
 %.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 10.
net (continued)
 Goodwill (continued)
 Impairment loss (continued)
 Year ended
June 30, 2025 goodwill impairment loss (continued)
 The table below
presents the impairment
per reporting unit
for the year
2025 and the
revenue growth rates,
WACC
 and forecast period for
reporting units used
in the discounted
cash flow models
for the June
30, 2025 and June
30, 2024, and
for entities
 acquiring during the current fiscal year, the information
used in the purchase price allocation:

 Segments and reporting units
 with impairments
 Impairment
 Remaining
 Range of
 growth rates
 (%)
 Terminal
 growth rates
 (%)
 WACC
(%)
 Forecast

 (years)
 $
 9,268
 $
 22,283
 Connect Cash
 5,688
 22,283
 Used at June 30, 2025
 3.2

-
 6.0
 15.6

 Used at June 30, 2024

-
 13.9
 5.0
 14.7

 Adumo Technologies
 3,580
 -
 Used at June 30, 2025
 (
) -
 ( 10.0)
 18.5

 Used at acquisition
 6.7

-
 14.9
 N/A
 18.9
 2,197
 6,027
 Adumo Payouts
 2,197
 6,027
 Used at June 30, 2025
 7.5

-
 40.2
 6.0
 18.2

 Used at acquisition
 11.8

-
 26.6
 N/A
 18.9

 5,576
 3,533
 EasyPay
 5,576
 3,533
 Used at June 30, 2025

-
 65.6
 6.0
 22.5

 Used at June 30, 2024
 (
 21.7
) -
 6.9
 6.0
 14.7

 Total
 $
 17,041
 $
 31,843

 In the event that there is a deterioration in the Company's operating segments, or in any other of the Company's
businesses, this
 may lead to impairments in future periods. Furthermore,
the difficulties of integrating Adumo and Recharger may be increased by the
 necessity of integrating personnel with disparate
business backgrounds and combining different corporate cultures. The
Company also
 may
not
be
able
to
retain
key
of
an
or
realize
cost
efficiencies
or
synergies
or
other
benefits
that
it
 anticipated when selecting its acquisition candidates. These factors
may also lead to impairments in future periods.
 Year ended
June 30, 2023 goodwill impairment loss
recognized an
of $7.0
million as
a result
annual impairment
analysis related
to goodwill
to
its hardware/
its Enterprise
segment. The
loss resulted
from
a
 reassessment
of
the
business'
prospects
given
the
in
demand
as
a
of
the
introduction
of
cheaper
 hardware devices which incorporate
software widely adopted by our customers
customer-base, coupled with a challenging
economic
 environment
in
South
The
is
the
loss
in
the
of
 operations for the year ended June 30, 2023.
 In order to determine the
amount of the goodwill
impairment, the estimated fair value
of our hardware/ software support business
 assets and liabilities were compared to the carrying
value of its assets and liabilities.
The Company used a discounted cash flow model
to determine
of the business
(this is
a Level-3
measurement). Based
on this
analysis, the
 determined that the carrying value of the business' assets and liabilities exceeded
their fair value at the reporting date.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 10.
net (continued)
 Goodwill (continued)
 Impairment loss (continued)
 Year ended
June 30, 2023 goodwill impairment loss (continued)
 Goodwill has been allocated to the Company's
reportable segments as follows:

 Carrying value
 Balance as of July 1, 2022
 $
 137,640
 $
 -
 $
 25,017
 $
 162,657
 -
 -
 (1)
 ( 18,523)
 -
 ( 3,352)
 ( 21,875)
 119,117
 -
 14,626
 133,743
 (1)
 4,279
 -
 4,808
 123,396
 -
 15,155
 138,551
 ( 9,268)
 ( 2,197)
 ( 5,576)
 ( 17,041)
 Acquisitions (Note 3)
 63,808
 8,423
 3,883
 76,114
 (1)
 1,698
 ( 199)
 1,771
 $
 179,634
 $
 6,027
 $
 13,734
 $
 199,395

 (1) – The foreign currency adjustment
represents the effects of the fluctuations between
the South African Rand, against the
U.S.
 dollar on the carrying value.

 10.
net
 Intangible assets acquired
 Summarized below
is the
of intangible
assets acquired,
translated at
the exchange
rate applicable
as of
the relevant
 acquisition dates, and the weighted-average amortization period:

 Fair value as of
 acquisition date
 Weighted-average
 period (in years)
 Finite-lived intangible asset:
 Acquired during the year ended June 30, 2025:
 Adumo – technology assets
 $
 13,998

-
 Adumo – customer relationships
 11,185

-
 Adumo – brands
 3,623

-
 Recharger – technology assets
 1,161
 Recharger – customer relationships
 15,010
 Genisus Risk – technology assets
 $
 0.1

 On acquisition of
these businesses, the
Company recognized an
aggregate deferred
tax liability of approximately
$
 12.2

 related to the acquisition of intangible assets during the year ended
June 30, 2025.
 Change in useful lives for certain brand and trademark intangible assets
 During early calendar
2025, the
Company's executive considered the
unification of the
Company's merchant segments operations
 and
the realignment
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
 expected to be
aligned by December
2025. The change
in brands
has resulted in
a change in
the useful lives
of certain of
 brand and trademark intangible assets which has resulted in an increase in amortization expense of $
 2.6

million during the year ended
 June 30, 2025. The change in the useful lives resulted in a $
 1.9

million increase in the Company's net loss from continuing operations
 for the year ended June 30, 2025, and did not have a significant impact on loss per
share. The change did not impact prior periods.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 10.
net (continued)
 Intangible assets (continued)
assesses the carrying
intangible assets
for impairment
whenever events
occur or
circumstances change
 indicating that the carrying amount of the intangible asset may not be recoverable.
 No

intangible assets have been impaired during the
 years ended June
30, 2025, 2024
and 2023, respectively,
except for intangible
assets of $
 1.8

million related to
Adumo Technologies
 which were fully impaired
during the year ended
June 30, 2025. The
impairment was identified during
the Company's annual goodwill
 impairment testing. The method for determining fair
value is discussed above under Goodwill—Impairment loss. The
impairment of the
intangible assets is
included in the
caption Impairment loss
consolidated statements of
operations.
 Summarized below is the carrying value and accumulated amortization of the intangible assets as of June 30, 2025, and June 30,
 2024:

 As of June 30, 2025
 As of June 30, 2024
 Gross
 value
 and
 Net
 value
 Gross
 value
 Net
 value
 Finite-lived intangible assets:
 Software, integrated
 platform and unpatented
 technology
 (1)
 $
 137,099
 $
 ( 41,925)
 $
 95,174
 $
 115,213
 $
 ( 25,763)
 $
 89,450
 Customer relationships
 (1)
 53,369
 ( 18,568)
 34,801
 25,880
 ( 14,030)
 11,850
 FTS patent

 2,158
 ( 2,158)
 -
 2,107
 ( 2,107)
 -
 Brands and trademarks
 (1)
 18,233
 ( 8,993)
 9,240
 14,353
 ( 4,300)
 10,053
 Total finite-lived
 intangible assets

 $
 210,859
 $
 ( 71,644)
 $
 139,215
 $
 157,553
 $
 ( 46,200)
 $
 111,353

 (1)
2025 balances
include the
assets acquired
as part
Adumo acquisition
in October
2024, and
the
 Recharger and Genisus Risk acquisitions in March 2025.

 Aggregate
expense on
the finite-lived
intangible assets
for
the
years
30,
2025,
2024
and
2023,
was
 approximately $
 22.0

 14.4

 15.0

 Future estimated annual amortization expense for the next five
fiscal years and thereafter, using the exchange rates that prevailed
 on June
30, 2025, is
presented in the
table below.
Actual amortization
expense in future
periods could differ
from this estimate
as a
 result of acquisitions, changes in useful lives, exchange rate fluctuations and other
relevant factors.

 Fiscal 2026
 $
 30,204
 Fiscal 2027
 20,576
 Fiscal 2028
 20,080
 Fiscal 2029
 19,389
 Fiscal 2030
 17,986
 Thereafter
 30,980
 Total future
estimated annual amortization expense
 $
 139,215

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 11.
ASSETS AND POLICYHOLDER LIABILITIES UNDER INSURANCE AND
INVESTMENT CONTRACTS
 Reinsurance assets and policyholder liabilities under insurance contracts

 Summarized below is the movement in reinsurance assets and policyholder liabilities under
insurance contracts during the years
 ended June 30, 2025 and 2024:

 Reinsurance
 (1)
 Insurance
 (2)
 Balance as of July 1, 2023
 $
 1,040
 $
 ( 1,600)
 Increase in policy holder benefits under insurance contracts

 ( 7,610)
 Claims and policyholders' benefits under insurance contracts
 ( 464)
 7,043
 (3)
 ( 74)
 1,469
 ( 2,241)
 Increase in policy holder benefits under insurance contracts

 ( 10,127)
 Claims and policyholders' benefits under insurance contracts
 ( 131)
 9,781
 (3)
 ( 57)
 $
 1,837
 $
 ( 2,644)

 (1) Included in other long-term assets (refer to Note 9);
 (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 large 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
markets in
which these
products are
 offered, namely
South Africa. The
process of deriving
the best estimates
assumptions plus
prescribed margins
includes assumptions
 related to claim reporting delays (based on average industry experience).
 Assets and policyholder liabilities under investment contracts
 Summarized below is the movement in assets
and policyholder liabilities under investment contracts during the years
 30, 2025 and 2024:

 (1)
 Investment
 (2)
 Balance as of July 1, 2023
 $
 $
 ( 241)
 Increase in policy holder benefits under investment contracts

 ( 4)
 Claims and decrease in policyholders' benefits under investment contracts

 ( 44)
 (3)
 ( 1)
 ( 15)
 ( 216)
 Increase in policy holder benefits under investment contracts

 ( 5)
 Claims and decrease in policyholders' benefits under investment contracts

 ( 101)
 (3)
 ( 5)
 $
 $
 ( 125)

 (1) Included in other long-term assets (refer to Note 9);
 (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.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 12.
BORROWINGS
 Reference rate reform
 After the
transition
away from
interbank
offered
rates in
jurisdictions
("IBOR reform"),
the reforms
to South
 Africa's
reference interest
rate are now
accelerating rapidly.
The Johannesburg
Interbank Average
Rate ("JIBAR")
will be replaced
 by the new South African Overnight Index Average ("ZARONIA"). Certain of the Company's
borrowings reference JIBAR as a base
 interest rate. ZARONIA
reflects the
interest rate at
which rand-denominated
overnight wholesale
funds are
obtained by commercial
 banks. There
is uncertainty
surrounding the
timing and
manner in
which the
transition would
occur and
how this
would affect
our
 borrowings. The
Company is in
regular contact
with its lenders
and will update
existing borrowing
agreements to the
new base rate
 when ZARONIA is adopted by the financial industry and lenders as the new
reference rate.
 The amounts
below have
been translated
at exchange
rates applicable
as of
the dates
specified.
The JIBAR,
an average
of 3-
 month negotiable
certificates of
deposit ("NCD")
rates, on
2025, was
 7.29
 %. The
prime rate,
the benchmark
rate at
which
 private
sector banks
lend
Africa,
on June
30,
2025,
was
 10.75
 %, and
reduced
to
 10.50
 % on
July 31,
2025,
 following a
 0.25
 % reduction in the South African repo rate, the rate at which the SARB lends money to commercial
banks.
 Facilities obtained in February 2025
SA has
obtained
four loan
from
Bank
through its
Rand
Bank division)
 ("RMB"),
Bank
its
WesBank
division)
("WesBank"),
Bank
being
a
South
 African corporate and investment bank, Investec Bank Limited (acting through its Investment Banking division: Corporate Solutions)
 ("Investec"
and
together
with RMB
and
WesBank,
the
"Lenders").
These comprise
a
term loan
of up
to
ZAR
 2.2

billion
($
 121.4
 million) ("Facility
A"), an amortizing
loan of ZAR
 1.0

 56.3

million) ("Facility B")
and a senior
revolving credit facility
of
 up to ZAR
 2.2

 121.4

million) ("Senior RCF"), and a general
banking facility from RMB of up
 700.9

 39.5
 million) (the "GBF", and collectively with Facility A, Facility B and Senior RCF, the "Facilities"), which are described in more detail
 below.
 The Company,
majority of
Lesaka SA's
directly and
indirectly wholly-owned
subsidiaries have
agreed to
 guarantee the obligations of Lesaka SA and of the other borrowers under the Facilities to the
Lenders.
 The Common
Terms
Agreement ("CTA
") governing
the above contains
customary covenants
which include
a requirement
for
 Lesaka SA to
maintain specified
Net Debt to
EBITDA and
Interest Cover Ratios
(as defined
in the CTA)
and restricts the
ability of
 Lesaka SA, and certain of its subsidiaries to make certain distributions with respect to their capital stock,
prepay other debt, encumber
 their
assets,
incur
indebtedness,
make
above
specified
levels,
engage
in
combinations
and
 engage in other corporate
activities. The CTA
provides that if any
subsidiary of the Company receives
proceeds from the disposal of
 shares in/claims against, or assets of MobiKwik, it would offer to prepay the certain specified loans/facilities and loan outstandings to
 the Lenders (as contemplated in the CTA).
 Lesaka SA paid non-refundable debt structuring fees of ZAR
 10.0

 0.5

million) to the Lenders on February 27, 2025.
 Long-term borrowings – Facility A and Facility B Agreements
 Lesaka SA may
borrow up to an
aggregate amount of
ZAR
 2.2

billion for the sole
purpose of refinancing
the existing facilities
 of Lesaka
SA and Cash
Connect Management
Solutions Proprietary
Limited's
("CCMS") with RMB,
funding transaction
costs and
 for general corporate purposes.
Lesaka SA utilized Facility
A in full on February
28, 2025, to settle a portion
of its existing facilities
 with RMB and to settle all of CCMS' existing facilities with RMB, as well as to pay certain transaction
costs.

 Lesaka SA may
borrow up to
an aggregate of
ZAR
 1.0

billion for the
sole purpose of
refinancing the Lesaka
SA existing facilities,
its
facilities,
with
RMB,
and
for
SA
B
in
full
on
 February 28, 2025, to repay a portion of its existing facilities as well as to settle a portion
of its existing general banking facility.
 Facility A is required to be repaid in full on February 28, 2029. Facility A is subject to customary mandatory prepayment
terms.
SA
is
permitted
to
make
voluntary
prepayments
of
A,
and
is
permitted
to
subsequently
utilize
any
voluntary
 prepayments made under Facility A under the RCF Agreement. Amounts
utilized under the RCF Agreement are required to be repaid
 in full on February 28, 2029.
B
is
to
be
in
 four

installments,
as
follows:
(i) ZAR

($
 8.4

on
 28, 2026; (ii) ZAR

 11.3

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

 16.9

million) on February 28, 2028; and
 (iv) R

 19.7

million) on February 28,
2029. Facility B is
subject to customary
mandatory prepayment terms.
 is permitted to make voluntary prepayments of Facility B, however it is unable
to subsequently utilize any amounts prepaid.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 12.
 South Africa (continued)
 Facilities obtained in February 2025 (continued)
 Long-term borrowings – Facility A and Facility B Agreements
 Interest on Facility A
and Facility B as well
as any interest related
to utilization under
the RCF Agreement is
payable quarterly
 in arrears at end of March, June, September and December,
with the first interest payment made on June 30, 2025.

 Short-term facility - General Banking Facility
 Lesaka SA and certain of
its subsidiaries may borrow up
to an aggregate of ZAR
 700.9

million under a general banking facility
 ("GBF") from RMB for general corporate expenditure (including capital expenditure) and working capital purposes of the Lesaka SA
 and certain of
its subsidiaries. Lesaka
SA utilized a
portion of the
GBF to refinance
its existing general
banking facility.
As of June
 30, 2025, the Company had utilized ZAR
 434.5

 24.5

million) of this facility.
 The GBF was available for utilization from February 28, 2025, and is subject to
annual review by RMB.

 Interest on the GBF is payable monthly and is based on the South African prime rate
in effect from time to time less
 0.50
 %.
 The GBF Agreement
also provides Lesaka SA
and certain of its
subsidiaries with other
facilities in an aggregate
 100.7
 5.7

million), which indirect,
short-term direct and
contingent facilities, including
bank guarantee, forward exchange
contract,
 credit card
and settlement
facilities. As
30,
2025,
the aggregate
amount of
other
 credit facility
with RMB
was ZAR
 100.7

 5.7

million). As
had utilized
ZAR
 33.1

 ($
 1.9

million) of
its other
facilities to
enable the
bank to
issue guarantees,
letters of
credit and
forward exchange
contracts (refer
to
 Note 22).
 Wesbank Facilities
 The Company, through certain
South African subsidiaries,
has an
asset-backed facility of
ZAR
 227.0

 11.3

 of which ZAR
 127.5

 7.2

million) has been utilized.
 Refinanced CCC Loan Document,
comprising long-term borrowings
 On November
29, 2022, the
through its indirect
South African subsidiary
Cash Connect Capital
(Pty) Ltd ("CCC"),
into
a
Revolving
(the
"Refinanced
CCC
Loan
Document")
with
RMB
and
other
 subsidiaries within
the Connect Group
of companies
listed therein,
as guarantors. The
transaction closed on
December 1, 2022.
The
 Refinanced CCC Loan Document was scheduled to be repaid in full on November 2024,
but this has been extended to September 30,
 2025.

 On September 5, 2025, the Company, through its indirect South African
subsidiaries CCC and K2020 Connect (Pty) Ltd,
 into a new Revolving Credit
Facility Agreement ("CCC Loan
Document") which replaced
the Refinanced CCC Loan Document
and
 increased the amount available from
ZAR

million to ZAR

million (of which ZAR
 299.9

million has been utilized as of
June
 30,
2025).
The
refinancing
closed
on
September
8,
2025.
The
of
the
Refinanced
CCC
Loan
Document
has
been
 presented in long-term borrowings in the consolidated balance sheet as of June 30, 2025, because the Company has demonstrated that
 it has the intent and
ability to consummate the refinancing
prior to the issuance of
these consolidated financial statements.
The terms
 of the CCC Loan Document are readily determinable, the agreement does not expire in the next 12 months and there is
no violation of
 any provision to the CCC Loan Document.
 Both the
Refinanced CCC
Loan Document
CCC Loan
Document contain
customary covenants
that require
CCC and
 K2020 to collectively
maintain a specified capital
adequacy ratio, restrict the
ability of the entities
to make certain distributions
with
to
their
encumber
their
assets,
incur
indebtedness,
make
engage
in
 combinations and engage in other corporate activities.

 Pursuant to the CCC Loan Document, CCC and K2020 collectively
may borrow up to an aggregate of ZAR
 400.0

million for the
 sole purposes
of funding
CCC's
and K2020's
lending business,
settling up
 20.0

million related
to an
intercompany loan
to
 CCC's direct parent, and paying
structuring and execution fee and legal costs.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 12.
 South Africa (continued)
 Refinanced CCC Loan Document,
comprising long-term borrowings (continued)
 Pursuant to
the Refinanced
CCC Loan Document,
CCC was
permitted to
borrow up
to an aggregate
 300.0

million for
 the sole
purposes of
funding CCC's
lending business,
providing a
limited recourse
loan to
K2020, settling
up to
ZAR
 35.0

 related to an intercompany loan to CCC's direct
parent, and paying the structuring and execution fee and legal
costs.

 Interest on the Refinanced CCC Loan Document was, and under the CCC Loan Document is, payable on the
last business day of
 each calendar month.

paid a
non-refundable structuring
and execution
fee of ZAR
 1.7

million, or
$
 0.1

million, including
value added
 taxation, to RMB
on closing in
November 2022. The
Company paid a
non-refundable structuring and
execution fee
 0.5

 excluding value added taxation, to the RMB on closing of the CCC Loan Document
in September 2025.
 Certain merchant finance loans receivable have been pledged as security
for the revolving credit facility obtained from RMB.
 Nedbank facility, comprising short-term facilities
 As of
2024, the
Company had
utilized ZAR
 2.1

 0.1

million) and
ZAR
 2.1

 0.1
 million), respectively,
of its indirect and derivative
facilities of ZAR
 156.6

million (June 30, 2024: ZAR
 156.6

million) to enable the
 bank to issue guarantees, letters of credit and forward exchange contracts (refer
to Note 22).
 In terms of a commitment provided to the
lender under the CTA entered into on February 27, 2025, the Company has
undertaken
 not to utilize more than ZAR
 5.0

 0.3

million) of the Nedbank Facility.
has entered
into cession
and pledge
agreements with
Nedbank related
to certain
Nedbank credit
 (the general banking
facility and a
portion of the
indirect facility) and
the Company has
ceded and pledged
certain bank accounts
to
 Nedbank and also provided a cession of Lesaka SA's
shareholding in Cell C. The funds included in these bank accounts are restricted
 as they may not be withdrawn without the express permission of Nedbank.
 RMB Bridge
Facilities,
comprising
a short-term
facility
obtained
in September
amended
in December
2024
(all
 repaid)
 On September
30, 2024,
a Facility
Letter (the
"F2024 Facility
Letter") with
RMB to
provided Lesaka
 SA a ZAR
 665.0

million funding facility
(the "Bridge Facility").
The Bridge Facility
was used by
Lesaka SA to (i)
settle an amount
 232.2

due
Adumo
transaction (refer
3); (ii)
pay
Crossfin Holdings
(RF) Proprietary
Limited ("Crossfin
 Holdings") ZAR
 207.2

million under a share purchase agreement concluded between Lesaka SA and Crossfin Holdings (refer to
Note
 14); (iii) pay
an amount of
ZAR
 147.5

million, which includes
interest, notified by
Investec to Adumo
and Lesaka SA
as a result
of
 the transaction
described in
Note 3,
and (iv)
pay an
origination fee
 7.6

million to
RMB. The
Facility also
provided Lesaka
 with ZAR
 70.0

million for transaction-related expenses.
 On
December
10,
2024,
SA
and
RMB
into
a
First
Addendum
to
the
Letter
(the
"F2024
Addendum
 Letter").
The F2024
Addendum
Letter provided
with an
additional ZAR
 250.0

million general
banking facility
("2024
 GBF Facility") which could be used for general corporate purposes. The Bridge Facility and 2024 GBF Facility were repaid in full on
 February 28, 2025, utilizing funding obtained under the CTA
and the agreements were cancelled.

 Interest on the
Bridge Facility and
the 2024 GBF Facility
was calculated at
the prime rate
plus
 1.80
 %. The Bridge
Facility and
 the 2024
GBF Facility
were unsecured
and were
repaid in
full on
February 28,
2025, the
maturity date,
pursuant to
the refinancing
 process.
 Cancelled RMB Facilities,
as amended, comprising a
short-term facility (Facility E)
and long-term borrowings (all
repaid)
 On July 21,
2017, Lesaka SA
entered into a
Common Terms
Agreement, Subordination
Agreement, Security
Cession & Pledge
 and
ancillary
loan
documents
(collectively,
the
"Original
Loan
Documents")
with
RMB,
a
South
and
bank, and
Nedbank Limited
through its
Corporate
and Investment
Banking division),
an African
and
 investment bank (collectively, the "Lenders").
Since 2017, these agreements have been amended to add
additional facilities, including
 Facilities G and
H, which were obtained
to finance the acquisition
of Connect.
Facilities E, G and
H have been repaid
and cancelled
 in February 2025 and there is
 no

balance outstanding as of June 30, 2025.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 12.
 South Africa (continued)
 Cancelled RMB Facilities,
as amended, comprising a
short-term facility (Facility E)
and long-term borrowings (all
repaid)
 Short-term facility - Facility E
 The available amount under Facility E was ZAR
 0.9

 49.5

million, translated at exchange rates applicable as of
 2024). The Company cancelled
its Facility E facility agreement in
November 2024. The overdraft facility
could only be used to fund
 ATMs
and therefore the overdraft utilized and converted to cash to fund the Company's
ATMs
was considered restricted cash.
 Interest on
the overdraft
facility was
payable on
the first
day of
the month
following utilization
facility and
final
 maturity date based on the South African
prime rate. The overdraft facility amount utilized was
required to be repaid in full within
one
 month of utilization and
at least
 % of the amount
utilized was to be
repaid within
 25 days
. The overdraft facility
was secured by a
 pledge by
of, among
other things,
cash and
certain bank
accounts utilized
ATM
funding process,
the
 cession
of
SA's
shareholding
in
Cell
C,
the
cession
of
an
policy
with
Senate
Transit
Underwriters
Managers
 Proprietary Limited, and any rights and claims Lesaka SA had against Grindrod Bank Limited.
As at June 30, 2024, the Company had
 utilized approximately ZAR
 0.1

 6.7

million) of this overdraft facility.

 Long-term borrowings - Facility G and Facility H
 On March
16, 2023,
through Lesaka
SA, entered
into a
Fifth Amendment
and
Restatement Agreement,
which
 included,
among
other
agreements,
an
and
Restated
Common
Terms
("Expired
CTA"),
an
and
 Restated Senior Facility
G Agreement ("Facility G
Agreement") and an
Amended and Restated
Senior Facility H
Agreement ("Facility
 H Agreement")
(collectively,
the "Loan
Documents") with RMB.
Main Street 1692
(RF) Proprietary Limited
("Debt Guarantor"),
a
 South
company
incorporated
for
the
sole
purpose
of
holding
collateral
for
the
benefit
of
the
Lenders
and
acting
as
debt
 guarantor is
also a party
to the Loan
Documents. Pursuant
Facility G
Agreement, Lesaka
SA was
entitled to
borrow up
to an
 aggregate of approximately
ZAR
 708.6

million. Facility G included
a term loan of
ZAR
 508.6

million and a revolving
credit facility
 of up to
ZAR

million. Pursuant to
the Facility H
Agreement, Lesaka SA
was entitled to
borrow up to
an aggregate of
 ZAR
 357.4

 On February 28,
2025, the Company
used its new borrowings
to settle Facility
G and Facility
H in full, including
accumulated
 interest of ZAR
 201.7

 10.9

million). These facilities, excluding
accrued interest, included (i)
Facility G of
ZAR
 492.1

 ($
 26.6

million);
(ii) Facility
H of
ZAR
 350.0

($
 18.9

million);
and
(iii) a
Facility G
revolver
 200.0

($
 10.8
 million) (of
which ZAR

 10.8

million) had
been utilized
at February
28, 2025).
These facilities
were repaid
in full
on
 February 28, 2025,
utilizing funding
obtained under
the Expired CTA
and the Facility
G and Facility
H agreements
were cancelled.
 Amounts translated at rates prevailing on the repayment date. The interest rate
on these facilities was JIBAR plus a margin of
 4.75
 %.
 Lesaka SA paid a
quarterly commitment fee computed at
a rate of
 % of the Applicable
Margin (as defined in the
Expired CTA)
 on the amount
of the revolving
credit facility outstanding and
such commitment fee was
capitalized, subject to
the cap discussed
above.
 The Company used cash proceeds of ZAR
 64.2

 3.5

million) received from the sale of Finbond shares (refer to Note 9)
 during the year ended June 30, 2024, to repay capitalized interest under
Facility G and Facility H.
 Cancelled Connect Facilities, comprising long-term borrowings and
a short-term facility (all repaid)
 On March 22,
2023, the Company, through CCMS,
entered into a
First Amendment and
Restatement Agreement, which
included,
 among other
agreements, an
and Restated
Facilities Agreement
("CCMS Facilities
Agreement")
with RMB.
The CCMS
 Facilities Agreement was
amended to increase
the Facility B available
under the CCMS Facilities
Agreement by ZAR
 200.0

 550.0

million. The final
maturity date was
extended to December
31, 2027, and
scheduled principal repayments
were amended,
 with
the
first
scheduled
repayment
commencing
from
March
31,
2026.
These
were
in
full
on
28,
2025,
 utilizing funding
obtained under
the CTA
agreements cancelled.
Prior to
settlement and
cancellation, the
Connect Facilities
 included (i) an overdraft
facility (general banking
facility) of ZAR
 170.0

 9.2

million); (ii) CCMS Facility
A of ZAR
 700.0
 37.9

million); (iii) CCMS Facility B of ZAR
 550.0

 29.8

million) (both were fully utilized). Amounts translated at
 rates prevailing on the repayment date.
 On October
29, 2024, the
through CCMS, entered
into an addendum
to a facility
letter with RMB,
to obtain
a ZAR
 100.0

million temporary increase in
its overdraft facility for
a period of approximately
four months to specifically
fund the purchase
 of prepaid airtime vouchers.
This temporary increase was
repayable in equal daily
instalments which commenced at
the end of
 2024 with the final repayment made on February 15, 2025.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 12.
 South Africa (continued)
 Cancelled Connect Facilities, comprising long-term borrowings and
a short-term facility (all repaid) (continued)
 In February 2023, the Company,
through CCMS, obtained a ZAR
 175.0

million temporary increase in its overdraft facility for a
 period of
 four months

to specifically
fund the
purchase of
prepaid airtime
vouchers. This
temporary increase
was repayable
in
 four
 equal monthly instalments of ZAR
 43.8

million and which commenced
in March 2023. In May 2023,
through CCMS,
 obtained a ZAR
 155.0

million temporary increase
in its overdraft facility
for a period of
 one month

to specifically fund the
 of prepaid airtime vouchers. This temporary increase was repaid in full in June 2023. Interest at the South Africa prime rate less
 0.1
 %
 was payable on a monthly basis on both of these temporary facilities.
 Interest on CCMS Facility A and CCMS Facility B was payable quarterly
in arrears based on JIBAR in effect from time to time
 plus a margin.

 RMB facility, comprising indirect facilities
had a
short-term South
African indirect
credit facility
with RMB
under its
cancelled lending
facilities of
ZAR
 135.0

 7.4

million), which included facilities for guarantees, letters of credit and forward
exchange contracts. As of June 30,
 2024, the Company
had utilized ZAR
 33.1

 1.8

million), of these
facilities to enable
the bank to
issue guarantees, letters
of
 credit and forward exchange contracts (refer to Note 22).

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 12.
 Movement in short-term credit facilities
 Summarized below are the Company's short-term facilities as of June 30, 2025, and the movement in the Company's
 facilities from as of June 30, 2024 to as of June 30, 2025:

 RMB
 RMB
 Nedbank
 RMB
 RMB
 RMB
 GBF
 Other
 Facilities
 Bridge
 Facility E
 Total
 Short-term facilities available as of
 $
 $
 5,672
 $
 8,817
 $
 -
 $
 -
 $
 -
 $
 53,964
 Overdraft

 -
 -
 -
 -
 -
 Indirect and derivative facilities

 -
 5,672
 8,817
 -
 -
 -
 14,489
 Movement in utilized overdraft
 facilities:

 -
 -
 -
 9,025
 -
 23,021
 32,046
 Utilized

 -
 -
 -
 -
 182,988
 182,990
 Repaid
 -
 -
 -
 ( 2)
 -
 ( 199,640)
 ( 199,642)
 (1)
 -
 -
 -
 -
 -
 -
 -
 9,351
 -
 6,737
 16,088
 Restricted as to use for ATM
 funding only
 -
 -
 -
 -
 -
 6,737
 6,737
 No restrictions as to use

 -
 -
 -
 9,351
 -
 -
 9,351
 Utilized

 27,917
 -
 -
 5,655
 41,150
 23,894
 98,616
 Repaid
 ( 4,311)
 -
 -
 ( 14,627)
 ( 39,205)
 ( 31,028)
 ( 89,171)
 Foreign currency
 adjustment
 (1)
 -
 -
 ( 379)
 ( 1,945)
 ( 1,064)
 -
 -
 -
 -
 -
 No restrictions as to use

 -
 -
 -
 -
 -
 Interest rate as of June 30, 2025
 (%)
 (2)
 10.25
 Interest rate as of June 30, 2024
 (%)
 (3)
 11.65
 11.75
 Movement in utilized indirect and
 derivative facilities:
 -
 1,757
 -
 -
 -
 1,869
 (1)
 -
 -
 -
 -
 -
 1,821
 -
 -
 -
 1,937
 (1)
 -
 -
 -
 -
 $
 -
 $
 1,864
 $
 $
 -
 $
 -
 $
 -
 $
 1,983

 (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
 %.
 (3) Facility E interest set at prime and the Connect facility at prime less
 0.10
 %.

 Interest expense incurred under the Company's South African long-term borrowings
and included in the caption
interest expense
 on
the
of
the
years
ended
June
30,
2025
and
2024,
was
$
 4.2

and
$
 4.1

 The
cancelled
Adumo's
overdraft
arrangements
on
1,
2024,
and
settled
Adumo's
overdraft
 balance of ZAR
 20.0

 1.1

million) on the
same day.
The repayment is
included in the
caption repayment
of bank overdraft
 included on the Company's
consolidated statements of cash flows for the year ended June 30, 2025.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 12.
 Movement in long-term borrowings
 Summarized below is the movement in the Company's
long-term borrowing from as of June 30, 2024, to as of June 30, 2025:

 Facilities
 Lesaka A
 Lesaka B
 Asset
 backed
 CCC
 (6)
 G & H
 A&B
 Total
 Opening balance as of June 30,
 2023
 $
 -
 $
 -
 $
 7,915
 $
 11,802
 $
 48,965
 $
 64,436
 $
 133,118
 Facilities utilized
 -
 -
 4,368
 2,915
 16,445
 -
 23,728
 Facilities repaid
 -
 -
 ( 4,205)
 ( 3,353)
 ( 12,515)
 -
 ( 20,073)
 Non-refundable fees paid
 -
 -
 -
 -
 -
 -
 -
 Non-refundable fees amortized
 -
 -
 -
 Capitalized interest
 -
 -
 -
 -
 7,214
 -
 7,214
 Capitalized interest repaid
 -
 -
 -
 -
 ( 6,109)
 -
 ( 6,109)
 (1)
 -
 -
 1,800
 2,331
 4,861
 Included in current
 -
 -
 3,878
 11,841
 -
 -
 15,719
 Included in long-term
 -
 -
 4,501
 -
 56,151
 66,815
 127,467
 Opening balance as of June
 30, 2024
 -
 -
 8,379
 11,841
 56,151
 66,815
 143,186
 Facilities utilized
 116,652
 54,112
 3,184
 5,091
 11,022
 -
 190,061
 Facilities repaid
 -
 -
 ( 4,513)
 ( 554)
 ( 60,245)
 ( 65,910)
 ( 131,222)
 Non-refundable fees paid
 -
 -
 -
 -
 -
 Non-refundable fees
 amortized
 -
 -
 Capitalized interest
 -
 -
 -
 -
 5,033
 -
 5,033
 Capitalized interest repaid
 -
 -
 -
 -
 ( 11,077)
 -
 ( 11,077)
 Foreign currency
 adjustment
 (1)
 2,505
 2,209
 ( 1,000)
 ( 937)
 3,401
 Closing balance as of
 120,375
 56,321
 7,179
 16,894
 -
 -
 200,769
 Included in current
 -
 8,448
 3,508
 -
 -
 -
 11,956
 Included in long-term
 120,375
 47,873
 3,671
 16,894
 -
 -
 188,813
 Unamortized fees
 ( 1,038)
 -
 -
 -
 -
 -
 ( 1,038)
 Due within 2 years
 -
 11,265
 2,269
 -
 -
 -
 13,534
 Due within 3 years
 -
 16,896
 1,015
 -
 -
 -
 17,911
 Due within 4 years
 121,413
 19,712
 16,894
 -
 -
 158,398
 Due within 5 years
 $
 -
 $
 -
 $
 $
 -
 $
 -
 $
 -
 $
 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)
 (5)
 Interest rates as of June 30, 2024
 (%):
 -
 -
 12.50
 12.70
 13.10
 12.10
 Base rate (%)
 -
 -
 11.75
 11.75
 8.35
 8.35
 Margin (%)
 -
 -
 0.75
 0.95
 4.75
 3.75
 Footnote number
 (4)
 (5)
 (7)(8)(9)
 (10)

 (1) Represents the effects of the fluctuations between the ZAR and the
U.S. dollar.
 (2) Interest
on Facility
A and Facility
B is based
on the JIBAR
in effect
from time
to time
plus an
initial margin
of
 3.25
 % per
 annum until June 30, 2025. From July 1,
2025, the margin on Facility A will
be determined with reference to the Net Debt
to EBITDA
 Ratio, and the
margin will be either
(i)
 3.25
 %, if the Net
Debt to EBITDA Ratio
is greater than or
equal to 2.5 times;
or (ii)
 2.5
 %, if
 the Net Debt to EBITDA Ratio is less than 2.5 times.

 (3) Interest on
Facility B is calculated
based on JIBAR from
time to time plus
an initial margin
of
 3.15
 % per annum
until June
 30, 2025. From
July 1, 2025,
the margin
on Facility B
will be determined
with reference to
the Net Debt
to EBITDA Ratio,
 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.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 12.
 Movement in long-term borrowings (continued)
 (4) Interest is charged at prime plus
 0.75
 % per annum on the utilized balance.
 (5) Interest is charged at prime plus
 0.95
 % per annum on the utilized balance.
 (6) Amounts presented as of June 30, 2024, have been revised, refer to Note 1 for additional information. The amount as of June
 30, 2024, was incorrectly classified as long-term borrowings, instead of as current
portion of long-term borrowings.
 (7) Prior to the amendment in
March 2023, interest on Facility G was
calculated based on the 3-month JIBAR
in effect from time
 to time plus a margin of (i)
 3.00
 % per annum until January 13, 2023; and then (ii) from January 14, 2023, (x)
 2.50
 % per annum if the
 Facility G balance outstanding is less than or equal
 250.0

million, or (y)
 3.00
 % per annum if the Facility G
balance is between
 ZAR
 250.0

million to ZAR
 450.0

million, or (z)
 3.50
 % per annum
if the Facility
G balance is
greater than
ZAR
 450.0

million. The
 interest rate shall increase by a further
 2.00
 % per annum in the event of default (as defined in the Loan Documents).
 (8) Prior to the
amendment in March 2023,
interest on Facility H
is calculated based on
JIBAR in effect from
time to time plus
 a margin of
 2.00
 % per
annum which increases
by a
further
 2.00
 % per
annum in the
event of
default (as defined
Loan Documents).
 (9) Interest on
Facility G and
Facility H was calculated
based on the
3-month JIBAR in
effect from
time to time plus
a margin
 of, from
January 1,
2023 to
September 30,
2023: (i)
 5.50
 % for
as long
aggregate balance
Facilities is
greater than
 ZAR

million; (ii)
 4.25
 % if the
aggregate balance
Facilities is equal
to or
less than ZAR

million, but
greater than
 ZAR

million; or
(iii)
 2.50
 % if
the aggregate
balance under
the Facilities
is less
than ZAR

million. From
October 1,
2023,
 interest is calculated as described above.
 (10) Interest on Facility A and Facility B is calculated based on JIBAR plus a margin,
of
 3.75
 %, in effect from time to time.

 Interest expense incurred under the Company's South African long-term borrowings and included in the
caption interest expense
 on the consolidated
statement of operations
during the years
2025, 2024
and 2023, was
$
 16.9

 16.1

 and $
 13.1

Prepaid facility
fees amortized
in interest
expense during
2023, was
$
 0.4

 0.4

$
 0.8

incurred under
CCC
 facility relates
to borrowings
utilized to
fund a portion
merchant finance
loans receivable
and interest expense
of
 $
 2.9

 1.4

million, and $
 1.4

million is included in the
caption cost of goods
sold, IT processing, servicing
and support on the
 consolidated statement of operations for the years ended June 30,
2025, 2024 and 2023, respectively.

cancelled
Adumo's
borrowings arrangements
on October
1, 2024,
and settled
Adumo's
 balances
 126.7

($
 7.2

million) on
the same
day.
The repayment
is included
repayment of
 borrowings included on the Company's
consolidated statements of cash flows for the year ended June 30, 2025.

 13.
OTHER PAYABLES
 Summarized below is the breakdown of other payables as of June 30,
2025 and 2024:

 2025
 2024
 Vendor
wallet balances
 $
 19,529
 $
 14,635
 Clearing accounts
 6,766
 17,124
 Accruals
 8,469
 7,173
 Provisions
 8,497
 7,442
 Payroll-related payables
 1,931
 Value
-added tax payable
 2,391
 1,191
 Deferred consideration due to seller of Recharger
(Note 3)
 13,837
 -
 Other
 10,659
 7,563
 $
 72,079
 $
 56,051

 Clearing accounts and vendor wallet
balances may fluctuate due to the
day (weekend or public holiday)
on which the Company's
 quarter or year
end falls
because certain elements
of transactions
within these accounts
are not
settled over weekends
or public
holidays.
 Other includes deferred income, client deposits and other payables.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 14.
COMMON STOCK
 Common stock
 Holders of shares of Lesaka's common stock are entitled to receive dividends and other distributions when declared by Lesaka's
 board of
directors out
of legally
available funds.
Payment of
dividends and
distributions is
certain restrictions
 Florida Business Corporation Act, including
the requirement that after making
any distribution Lesaka must be
able to meet its debts
 as they become due in
the usual course of
its business. Upon voluntary or
involuntary liquidation, dissolution or winding up
of Lesaka,
 holders of
share ratably
assets remaining
after payments
to creditors
and provision
preference of
any
 preferred
stock
according
to
its
terms.
There
are
no
pre-emptive
or
other
subscription
rights,
conversion
rights
or
redemption
or
 scheduled installment payment provisions relating to shares
of common stock. All of
the outstanding shares of common stock
are fully
 paid and non-assessable.
 Each holder of
common stock is
entitled to one
vote per share
for the election
of directors and
for all other
matters to be
voted
 on by shareholders. Holders
of common stock may
not cumulate their
votes in the
election of directors, and
are entitled to
share equally
 and ratably in the dividends that may be declared by the board of directors, but only after payment of dividends required to be paid on
 outstanding shares of preferred stock according to its terms. The shares of
Lesaka common stock are not subject to redemption.
 Issue of shares to Connect sellers pursuant to April 2022 transaction
 The total purchase consideration pursuant to the Connect
acquisition in April 2022 includes
 3,185,079

shares of the Company's
 common stock. These shares of common stock were issued in
 three

equal tranches on each of the first, second and third anniversaries
 of the April 14,
2022 closing. The
Company legally issued
 1,061,693

shares of its common
stock, representing the
third, second and
 first tranche, to the
Connect sellers in each
of April 2025, 2024
and 2023, respectively, and this had no
impact on the number
of shares,
 net of
treasury,
presented in
statement of
in equity
2025, 2024
and 2023,
 respectively because the
 3,185,079

shares are included in the number of shares, net of treasury,
as of June 30, 2025, 2024 and 2023.
 Impact of non-vested equity shares on number of shares,
net of treasury
shares, net
of treasury,
presented in
balance sheets
and consolidated
statement of
equity includes
participating non-vested
equity shares (specifically
contingently returnable
shares) as described
below in
 Note
"—
and
Restated
Stock
Incentive
Plan—Restricted
Stock—General
Terms
of
Awards".
The
table
 presents a reconciliation
between the number
of shares, net of
treasury,
presented in the
consolidated statement of
changes in equity
of shares,
net of
treasury,
excluding non-vested
equity shares
that have
not vested
 2025, 2024 and 2023:

 2025
 2024
 2023
 Number of shares, net of treasury:
 Statement of changes in equity – common stock
 81,249,097
 64,272,243
 63,640,246
 Less: Non-vested equity shares that have not vested as of end of year (Note 17)
 2,169,900
 2,084,946
 2,614,419
 Number of shares, net of treasury excluding non-vested equity shares that have
 not vested
 79,079,197
 62,187,297
 61,025,827

 Redeemable common stock issued pursuant to transaction with the IFC Investors
 Holders of redeemable common
stock have all the rights enjoyed by
holders of common stock, however,
holders of redeemable
stock
have
rights.
On
April
11,
2016,
the
into
a
Subscription
(the
 "Subscription Agreement")
with International
Finance Corporation
("IFC"), IFC
African, Latin
American and
Caribbean Fund,
LP,
 IFC
Institutions
Growth
Fund,
LP,
and
Capitalization
Fund,
Ltd.
(collectively,
the
"IFC
Investors").
Under
the
 Subscription Agreement,
the IFC Investors purchased,
and the Company
sold in the
aggregate, approximately
 9.98

million shares of
 the
par
value
$
 0.001

per
share,
at
a
price
of
$
 10.79

per
share,
for
gross
proceeds
to
the
of
 approximately $
 107.7

million. The Company
accounted for these
 9.98

million shares as
redeemable common stock
as a result of
the
 put option discussed below.

 On May
19, 2020,
the Africa
Capitalization Fund,
Ltd sold
its entire
holding of
 2,103,169

 stock and
therefore the
additional contractual
rights, including
the put
option rights
these
 2,103,169

shares, expired.
The
 Company reclassified $
 22.7

million related to
these
 2,103,169

shares sold from
redeemable common stock
to additional paid-in-capital
 during the year ended June 30, 2020.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 14.
COMMON STOCK (continued)
 Redeemable common stock issued pursuant to transaction with the IFC Investors (continued)
 On August 19, 202
2, the IFC Investors
filed an amended Form
13D/A, amendment no. 2,
with the United
States Securities and
Commission
that
in
2017
and
2018,
the
IFC
sold
an
of
 514,376

of
the
stock
and therefore
the
rights,
the put
option
rights
to
these
 514,376
 shares,
expired.
The
reclassified
$
 5.6

to
these
 514,376

sold
from
redeemable
stock
to
 additional paid-in-capital during the year ended June 30, 2022.
 The Company has entered
into a Policy Agreement with
the IFC Investors (the
"Policy Agreement"). The
material terms of the
 Policy Agreement are described below.

 Certain
IFC
Investors
were
investors
in
Adumo
and
the
an
of
 1,989,162

of
its
 common stock at a price of $
 4.79

to these IFC Investors pursuant to the Purchase Agreement (refer to Note 3). The Company
 IFC Investors amended
and restated the
Policy Agreement
("Amended and
Restated Policy Agreement")
to include these
 shares issued to
the IFC Investors
to also be
covered by the
put right included
in the Amended
and Restated Policy
Agreement. The
 Company also accounted for these
 1,989,162

shares as redeemable common stock as a result of the put option.
 Board Rights
 For so long as the IFC Investors in aggregate beneficially own shares representing at least
 % of the Company's common stock,
 the IFC Investors will have the right to nominate one director to the Company's board of directors. For so long as the IFC Investors in
 aggregate beneficially
own shares representing
at least
 2.5
 % of the
common stock, the
IFC Investors will
have the right
 to appoint
an observer
board of
directors at
any time
when they
have not
designated, or
have the
right to
 designate, a director.
 Put Option
 Each IFC Investor will have
the right, upon the occurrence of specified
triggering events, to require the Company
to repurchase
 all of the shares
of its common stock purchased by
the IFC Investors pursuant to
the Subscription Agreement (or upon exercise
of their
 preemptive rights
discussed below).
Events triggering
this put
right relate
to (1)
being the
subject of
a governmental
 complaint alleging, a court judgment finding or an indictment alleging that the Company (a) engaged in specified corrupt,
fraudulent,
 coercive, collusive or obstructive practices; (b) entered into transactions with targets of economic sanctions; or (c) failed to operate its
 business in compliance with anti-money laundering and anti-terrorism laws; or (2) the Company rejecting a bona fide offer to acquire
 all of its outstanding Common Stock at a time when it has in place or implements a shareholder rights plan, or adopting a shareholder
 rights plan triggered by a beneficial ownership
threshold of less than
 twenty

percent. The put price per share will
be the higher of the
 price per
share paid
IFC Investors
pursuant to
the Subscription
Agreement (or
paid when
exercising their
preemptive rights)
volume weighted
average price
prevailing for
the

trading days
preceding the
triggering event,
except that
with
 respect to a put right triggered by rejection of a bona fide offer, the put price per share will be the highest price offered
by the offeror.
 The Company believes that the
put option has no
value and, accordingly, has not recognized the put
option in its consolidated
 statements.
 Registration Rights
 The Company has agreed
to grant certain registration
rights to the IFC Investors
for the resale of their
shares of the Company's
 common stock, including filing a resale shelf registration statement and
taking certain actions to facilitate resales thereunder.
 Preemptive Rights
 For so long as the IFC Investors hold in
 % of the outstanding shares of common stock of
the Company, each Investor
 will have the right to purchase its pro-rata share of new issuances of securities by the Company,
subject to certain exceptions.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 14.
COMMON STOCK (continued)
 Common stock repurchases
 October 2024 repurchase of common stock and issue of shares in Recharger transaction
 On October
1, 2024,
through Lesaka
SA, and
Crossfin Holdings
a share
purchase agreement
under
 which Lesaka SA purchased
 2,601,410

 3,587,332

Consideration Shares for ZAR
 207.2

 12.0

million). The transaction
 was settled in early October 2024, and the shares of the Company's common stock repurchased have been included in the Company's
in
its
of
in
for
the
year
ended
June
30,
2025,
The
 repurchase was made outside of the Company's
$

million share repurchase authorization.
 The Company, through Lesaka SA, issued

 2,601,410

shares of the Company's common stock to
the Seller under
 the terms of Recharger Purchase Agreement described in Note 2. The Company recognized
a gain of $
 0.4

million on issuance of these
 which is included
in the caption additional
paid-in-capital in the
consolidated statement of changes
in equity for the
year ended June
 30, 2025.
 Executed under share repurchase authorizations
 On
February 2, 2025,
the
Board
of
Directors
approved
a
share
authorization
to
up
to
an
 aggregate of $

million of common stock. The authorization has no expiration date. This share repurchase authorization replaces our
 $

share repurchase
authorization
which
was approved
on February
5, 2020. The
share repurchase
authorization
 used at management's discretion, subject to limitations imposed by
SEC Rule 10b-18 and other
legal requirements and subject to
price
 and
other
limitations
established
by
the
Board.
Repurchases
will
be
funded
from
the
available
cash.
Share
 repurchases may be
made through open-market
purchases, privately negotiated
transactions, or both.
There can be
no assurance that
 the Company will
purchase any shares
or any
particular number of
shares. The authorization
may be suspended,
terminated or modified
 at any time for
any reason, including market
conditions, the cost of
repurchasing shares, liquidity
and other factors that
 deems
appropriate.
The
did
 no
 t
any
of
its
the
years
ended
June
30,
2025,
2024,
and
2023,
$

million authorization,
however,
it did
 371,187
,
 319,522

and
 352,994

its common
 stock
from
its
the
years
ended
June
30,
2025,
2024,
and
2023,
refer
to
Note
for
 information regarding these repurchases.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 15.
ACCUMULATED OTHER
COMPREHENSIVE (LOSS) INCOME
 The table below
presents the change
in accumulated other
comprehensive (loss) income
per component during
the years ended
 June 30, 2025, 2024 and 2023:

 translation
 reserve
 Total
 Balance as of July 1, 2022
 $
 ( 168,840)
 $
 ( 168,840)
 Release of foreign currency translation reserve: disposal of Finbond
equity securities

 Movement in foreign currency translation reserve related to equity-accounted
 3,935
 3,935
 Movement in foreign currency translation reserve

 ( 31,183)
 ( 31,183)
 ( 195,726)
 ( 195,726)
 Release of foreign currency translation reserve: disposal of Finbond
equity securities

 1,543
 1,543
 Release of foreign currency translation reserve: liquidation of subsidiaries
 ( 952)
 ( 952)
 Movement in foreign currency translation reserve related to equity-accounted
 Movement in foreign currency translation reserve

 6,291
 6,291
 Release of foreign currency translation reserve: liquidation of subsidiaries
 Movement in foreign currency translation reserve related to equity-accounted
 -
 -
 Movement in foreign currency translation reserve

 2,685
 2,685
 $
 ( 185,664)
 $
 ( 185,664)

 The movement in the
foreign currency translation reserve represents
the impact of translation
of consolidated entities which have
 a functional currency (which is primarily ZAR) to the Company's
reporting currency, which is USD.
 During the year ended June 30, 2025, the Company reclassified a loss of $
 0.006

million from accumulated other comprehensive
 loss (accumulated foreign currency translation reserve) to
net loss related to
the liquidation of subsidiaries.
During the year ended June
 30, 2024, the
Company reclassified $
 1.5

million from
accumulated other comprehensive
loss (accumulated foreign
currency translation
 reserve) to net loss related to the disposal of shares in Finbond (refer to Note 9). The Company also reclassified a gain of $
 1.0

 from accumulated other comprehensive loss (accumulated foreign currency translation reserve) to net loss related to the liquidation of
 subsidiaries during the
year ended June
30, 2024. During
the year ended
June 30, 2023,
the Company reclassified
$
 0.4

million from
 accumulated other comprehensive loss
(accumulated foreign currency
translation reserve) to net
loss related to the disposal of
 in Finbond (refer to Note 9).

 16.
REVENUE
is a
provider of
digitized cash
management solutions
and merchant
acquiring services,
including an
 platform for
the distribution
of ADP
(including value-added
services such
as prepaid
airtime, prepaid
electricity and
bill payment);
solutions,
transaction processing
services; financial
inclusion products
and services,
and
secure payment
technology.
The
operates
as
a
processor
The
offers
debit,
and
and
issuing
 services for
all major
payment networks.
In South
Africa, the
Company provides
innovative low-cost
financial inclusion
products,
 including banking, lending and insurance.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 16.
REVENUE
 Disaggregation of revenue
 The
table
our
disaggregated
by
major
streams,
to
 segments for the year ended June 30, 2025:

 Total
 Processing fees
 $
 125,292
 $
 31,685
 $
 28,070
 $
 185,047
 117,892
 31,685
 28,070
 177,647
 7,400
 -
 -
 7,400
 22,192
 4,818
 27,147
 21,929
 4,818
 26,884
 -
 -
 Prepaid airtime sold
 365,162
 6,359
 371,617
 338,197
 6,359
 344,652
 26,965
 -
 -
 26,965
 Lending revenue
 -
 28,534
 -
 28,534
 Interest from customers
 7,231
 5,038
 -
 12,269
 Insurance revenue
 -
 20,052
 -
 20,052
 Account holder fees
 -
 7,307
 -
 7,307
 Other
 4,373
 3,159
 7,728
 4,146
 3,159
 7,501
 -
 -
 Total revenue, derived
from the following geographic
 locations
 524,250
 39,443
 489,395
 39,443
 624,846
 $
 34,855
 $
 -
 $
 -
 $
 34,855

 The
table
our
disaggregated
by
major
streams,
to
 segments for the year ended June 30, 2024:

 Total
 Processing fees
 $
 90,889
 $
 24,979
 $
 26,484
 $
 142,352
 84,892
 24,979
 26,484
 136,355
 5,997
 -
 -
 5,997
 3,036
 6,816
 9,897
 2,829
 6,816
 9,690
 -
 -
 Prepaid airtime sold
 352,611
 5,332
 358,176
 332,391
 5,332
 337,956
 20,220
 -
 -
 20,220
 Lending revenue
 -
 23,849
 -
 23,849
 Interest from customers
 6,096
 -
 -
 6,096
 Insurance revenue
 -
 12,117
 -
 12,117
 Account holder fees
 -
 6,048
 -
 6,048
 Other
 3,437
 1,940
 5,687
 3,233
 1,940
 5,483
 -
 -
 Total revenue, derived
from the following geographic
 locations
 456,069
 38,942
 429,441
 38,942
 537,594
 $
 26,628
 $
 -
 $
 -
 $
 26,628

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 16.
REVENUE (continued)
 The
table
our
disaggregated
by
major
streams,
to
 segments for the year ended June 30, 2023:

 Unallocated
 Total
 Processing fees
 $
 84,542
 $
 26,159
 $
 26,739
 $
 1,469
 $
 138,909
 79,218
 26,159
 26,739
 1,469
 133,585
 5,324
 -
 -
 -
 5,324
 4,691
 1,253
 14,326
 -
 20,270
 4,454
 1,253
 14,326
 -
 20,033
 -
 -
 -
 Prepaid airtime sold
 317,429
 5,327
 -
 322,801
 300,766
 5,327
 -
 306,138
 16,663
 -
 -
 -
 16,663
 Lending revenue
 -
 19,504
 -
 -
 19,504
 Interest from customers
 5,778
 -
 -
 -
 5,778
 Insurance revenue
 -
 9,677
 -
 -
 9,677
 Account holder fees
 -
 5,610
 -
 -
 5,610
 Other
 4,122
 -
 5,422
 3,933
 -
 5,233
 -
 -
 -
 Total revenue, derived
 following geographic locations
 47,139
 1,469
 394,149
 47,139
 1,469
 505,558
 $
 22,413
 $
 -
 $
 -
 $
 -
 $
 22,413

 17.
 Amended and Restated Stock Incentive Plan
Amended and
Restated 2022
Stock Incentive
Plan ("2022
Plan") was
most recently
amended and
restated on
 November 16, 2022. On April 11,
2024, the Company's
Board amended the 2022 Plan to increase
the number of shares available for
 issuance by
 3,000,000
. On June 3, 2024, the Company's shareholders
approved the amendment.

 No evergreen provisions are included in the 2022 Plan. This means that the maximum number of
shares issuable under the 2022
 Plan is fixed and
cannot be increased without
shareholder approval, the
2022 Plan expires by
its terms upon a
specified date, and
no
 new stock options
are awarded automatically
upon exercise of
an outstanding
stock option. Shareholder
approval is required
 repricing of awards or the implementation of any award exchange progra
m.

 The Plan permits Lesaka to grant to its employees, directors and consultants incentive stock options, nonqualified stock options,
 stock appreciation rights, restricted stock, performance-based awards
and other awards based on its
common stock. The Remuneration
 Committee of the Company's Board
of Directors ("Remuneration Committee") administers the 2022 Plan.
 The total
issuable under
the 2022
Plan is
 16,552,580
. The
maximum number
of shares
for
 which stock
options, stock
appreciation rights
(other than
performance-based awards
that are
not options)
may be
granted during
a
 calendar year to any
participant is
 600,000

shares. Shares covered by
awards that expire, terminate
or lapse without payment
will again
 be available
for the grant
of awards under
the 2022 Plan,
as well as
shares that are
delivered to
us by the
holder to
pay withholding
 taxes
or
as
for
the
price
of
an
award,
if
permitted
by
the
Remuneration
Committee.
The
deliverable
in
 connection with
awards granted
2022 Plan
may consist, in
whole or
in part,
of authorized
but unissued
shares or
 shares. To
account for
stock splits,
stock dividends,
reorganizations,
recapitalizations,
mergers,
consolidations,
spin-offs
and
other
 corporate events, the 2022
Plan requires the Remuneration
Committee to equitably
adjust the number and
kind of shares of
 stock issued or reserved pursuant to the
2022 Plan or outstanding awards, the maximum
number of shares issuable pursuant to awards,
 the exercise price for awards, and other affected terms of awards to reflect such event. No awards may be
granted under the 2022 Plan
 after September 7, 2032, but awards granted on or before such date
may extend to later dates.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 17.
 Amended and Restated Stock Incentive Plan (continued)
 Options
 General Terms of
Awards
 Option awards are generally granted with an exercise price equal to the market price of the Company's stock at the date of grant,
 with vesting conditioned upon the recipient's continuous service through the applicable vesting date and expire

years after the date
 of grant. The options generally become exercisable in accordance with a
vesting schedule ratably over a period of
 three years

 date of grant. The Company issues new shares to satisfy stock option award exercises but may
also use treasury shares.
Assumptions
 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
table below.
The estimated
expected volatility
is calculated
,
 1095

and
 1460
 -
 day volatility (as applicable).
The estimated expected life of the option was determined based on the historical behavior of employees
 who were
granted options
with similar
terms.
 No

stock options
were granted
2023. The
table below
 presents the range of assumptions used to value options granted during the years
ended June 30, 2025 and 2024:

 2025
 2024
 Expected volatility

 %
 %
 Expected dividends

 %
 %
 Expected life (in years)

 2.0
 5.0
 Risk-free rate

 4.32
 %
 2.09
 %

 Restricted Stock
 General Terms of
Awards
 Shares of restricted stock are
considered to be participating non-vested equity shares
(specifically contingently returnable shares)
purposes of
calculating earnings per
share (refer
19) because, as
discussed in
more detail
below, the recipient is
obligated
 to transfer any unvested
restricted stock back to
the Company for no
consideration and these shares
of restricted stock are
eligible to
 receive non-forfeitable
dividend equivalents
same rate as
common stock.
Restricted stock
generally vests
ratably over
a
 three
 year

period, with
vesting conditioned
upon the
recipient's
continuous service
through the
applicable vesting
date and
under certain
 circumstances, the achievement of certain performance targets,
as described below.

 Recipients
are
to
all
rights
of
a
shareholder
of
the
except
as
otherwise
in
the
stock
 agreements. These
rights include the
right to vote
and receive dividends
and/or other
distributions,
however, any
or all dividends
or
 other
distributions
paid
to
stock
the period
of
such
restrictions
shall
be
accumulated
(without
interest)
or
 reinvested in additional shares of common stock, which in either case shall be subject to the same restrictions as the underlying award
 or such other restrictions as the Remuneration
Committee may determine.
The restricted stock agreements generally
prohibit transfer
 of any
nonvested and
forfeitable restricted
stock. If a
recipient ceases
to be
a member
Board of
Directors or
an employee
for
 any reason, all
stock that are
not then vested
and non-forfeitable
will be immediately
forfeited and transferred
to
for no consideration
,
except as otherwise
agreed between
the parties.
Forfeited shares
stock are
available
 for future issuances by the Remuneration Committee.
 The Company issues new shares to satisfy restricted stock awards.
Assumptions
 The fair value
of restricted stock
is generally based
on the closing
price of the
Company's stock
quoted on The
Nasdaq Global
 Select Market on the date of grant.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 17.
 Amended and Restated Stock Incentive Plan (continued)
 Restricted Stock (continued)
 Market Conditions - Restricted Stock Granted in November 2024
 In
November
2024,
the
 1,198,310

of
stock
to
a
group
comprising
and
three
 executive officers and which
are subject to a time-based
vesting condition and a market
condition and vest in full only
on the date, if
 any,
that the following
conditions are
satisfied: (1) a
compounded annual
 % appreciation in
stock price off
a base
 price of $
 5.00

over the measurement period commencing on September 30, 2024 through September 30, 2027, and (2) the recipient is
 employed by the Company on a full-time basis through to September 30, 2027. If either of these conditions is not satisfied, then
none
 of the shares of restricted stock will vest and they will be forfeited. The Company's
closing price on September 30, 2024, was $
 5.00
.
 The appreciation levels (times and price) and
annual target percentages to earn the
awards as of each period
ended are as follows:

 Prior to the first anniversary of the grant date:
 %;

 Fiscal
2026,
the
30-day
volume
weighted-average
stock
price
("VWAP")
September
30,
2025
is
 1.15

times higher (i.e. $
 5.75

or higher) than $
 5.00
:
 %;

 Fiscal 2027, the Company's
VWAP before
September 30, 2026 is
 1.32

times higher (i.e. $
 6.61

or higher) than $
 5.00
:
 %;

 Fiscal 2028, the Company's
VWAP before
September 30, 2027 is
 1.52

times higher (i.e. $
 7.60
) than $
 5.00
:
 %.
 The fair value
of these shares
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
restricted stock,
used an
equally weighted
volatility of
 47.7
 % for
the closing
price (of
$
 5.50
), a
discounting based
on U.S.
dollar overnight
indexed swap
rates for
the grant
date, and
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.
 Restricted Stock Units
 The Remuneration Committee
may approve the
grant of other
stock-based awards. In
April 2022, the
Company granted
 1,250,486
of
stock
to
of
pursuant
to
the
terms
of
the
acquisition.
The
award
an
equalization
 mechanism to
maintain a
return of
$
 7.50

stock upon
vesting through
the issue
stock units.
The
 conversion of restricted stock units to shares cannot exceed
 % under the terms of the award and therefore no more than
 625,243

(or
 1,250,486

divided by two) would
be issued upon vesting.
During the years ended
June 30, 2025, 2024
and 2023, respectively,
 380,775
,
 388,908

and
 412,487

shares of restricted stock vested, and
 190,378
,
 194,454

and
 206,239

restricted stock units vested, the
maximum
 amount possible,
and were
converted to
common stock.
Employees elected
for
 173,354
,
 166,087

and
 72,081

shares to
be
 withheld
from
 173,468
,
 166,167

and
 164,687

stock units
which
vested,
and
which were
converted
to shares,
to
 satisfy
the
withholding
tax
liability
on
the
of
these
and
other
shares.
The
 173,354
,
 166,087

and
 72,081

have
been
 included in the Company's
treasury shares.
 Stock Appreciation Rights

 The Remuneration Committee may also grant stock appreciation rights, either
singly or in tandem with underlying stock
options.
 Stock appreciation rights entitle the holder upon exercise to receive an amount in any combination of cash or shares of common stock
 (as determined by the Remuneration Committee)
equal in value to the
excess of the fair
market value of the shares
covered by the right
 over the grant price.
 No

stock appreciation rights have been granted.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 17.
 Stock option and restricted stock activity

 Options
 The following table summarizes stock option activity for the years ended
June 30, 2025, 2024 and 2023:

 price
 ($)
 remaining
 term
 (in years)
 Aggregate
 intrinsic
 value
 grant date
 ($)
 Outstanding - July 1, 2022
 926,225
 4.14
 6.60
 1,249
 1.60
 Exercised
 ( 158,659)
 3.04
 -
 -
 Forfeited
 ( 94,292)
 3.99
 -
 1.81
 Outstanding - June 30, 2023
 673,274
 4.37
 5.14
 1.67
 3.50
 5.17
 1.76
 6.00
 4.60
 1,690
 1.69
 8.00
 4.60
 1,300
 1.30
 11.00
 4.60
 0.92
 14.00
 4.60
 0.69
 Exercised
 ( 54,287)
 2.25
 -
 -
 Forfeited
 ( 200,739)
 3.96
 -
 1.42
 Outstanding - June 30, 2024
 4,918,248
 8.70
 4.51
 1.77
 Granted – December 2024
 350,000
 6.00
 2.00
 1.24
 Granted – December 2024
 250,000
 8.00
 2.00
 0.71
 Granted – January 2025
 100,000
 8.00
 2.00
 0.71
 Granted – January 2025
 11.00
 2.00
 0.71
 Granted – January 2025
 14.00
 2.00
 0.82
 Exercised
 ( 38,011)
 3.02
 -
 -
 Forfeited
 ( 13,333)
 11.23
 -
 8.83
 Outstanding - June 30, 2025
 5,866,904
 8.71
 3.55
 1.20

 These options have an exercise price range of $
 3.01

to $
 14.00
.

and
 4,500,000

stock options
to employees
2024,
 No

stock options were awarded during the year ended June 30, 2023.

 The Company awarded

stock options during the
year ended June 30, 2025
with strike prices ranging
from $

to $
.
 These stock options
will vest on December
31, 2026, and vesting
is subject to the
executive officers continued
employment with the
 Company through to the vesting date. The

stock options expire on January 31, 2029.

 The
 4,500,000

stock options awarded
during the year
2024, were awarded
to Mr.
Mazanderani, the Company's
 Executive Chairman, and

of these stock options were granted pursuant to the 2022 Plan and
 4,000,000

were granted pursuant
 to shareholder approval which was
obtained on June 3, 2024. The

options vested on December 3, 2024,
the first anniversary
 of the grant date, and were subject to Mr. Mazandarani's continued services as Executive Chair through the vesting date. The
 options were scheduled
to vest immediately
if Mr.
Mazanderani's employment
was terminated by
the Company without cause
on or
 before the first anniversary of the grant date. In March 2025, the Company's Remuneration Committee amended the exercise terms of
 the

stock options from
being exercisable during
a period commencing
from January 31,
2028 to January
31, 2029, to
being
 exercisable from March 2025, however,
any stock options exercised may only be sold during a period
commencing from January 31,
 2028 to January 31, 2029.
The
 4,000,000

options will vest on January
31, 2026, subject to Mr. Mazanderani's ongoing service through
 to this date.
The
 4,000,000

stock options
may only be
exercised during
a period commencing
from January
31, 2028 to
January 31,
 2029.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 17.
 Stock option and restricted stock activity (continued)
 Options (continued)
the
years
ended
2025,
2024
and
2023,
an additional
 26,982

(which
excludes
the

options
discussed
 earlier),
 116,063

and
 327,965

stock
options
became
exercisable,
ended
2023,
an
employee
 delivered
 23,934

of
the
stock
to
 37,500

stock
options
with
an
strike
price
of
$
 0.1
 million. These
 23,934

have been
treasury stock.
The employee
also elected
to
 deliver
 6,105

stock to
settle income
taxes arising
upon
stock options,
and
these
 shares have also been included in the Company's treasury stock. During the years ended
June 30, 2025, 2024 and 2023, the Company
 received approximately
$
 0.1

 0.2

$
 0.5

million from
the exercise
of
 38,011
,
 54,287

and
 158,659

stock options,

the
years
ended
June
30,
2025,
2024
and
2023,
forfeited
 13,333
,
 200,739
,
and
 94,292

stock
options,
 respectively. The
stock options forfeited had strike prices ranging from $
 3.01

to $
 11.23
.
 The following table presents stock options vested and expected to vest as of
June 30, 2025:

 price
 ($)
 remaining
 term
 (in years)
 Aggregate
 intrinsic
 value
and expecting to vest - June 30, 2025
 5,866,904
 8.71
 3.55

 These options have an exercise price range of $
 3.01

to $
 14.00
, and include the
 4,000,000

options awarded in June 2024.
 The following table presents stock options that are exercisable as of June
30, 2025:

 price
 ($)
 remaining
 term
 (in years)
 Aggregate
 intrinsic
 value
 Exercisable - June 30, 2025
 869,570
 3.98
 3.95

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 17.
 Stock option and restricted stock activity
 Restricted stock
 The following table summarizes restricted stock activity for the years
ended June 30, 2024 and 2023:

 Number of shares of
 Weighted average grant
 date fair value
 Non-vested – June 30, 2022
 2,385,267
 11,879
 Total granted
 1,085,981
 4,411
 Granted – July 2022
 32,582
 Granted – August 2022
 179,498
 Granted - November 2022
 Granted - December 2022
 430,399
 1,862
 Granted - January 2023
 11,806
 Granted - June 2023
 23,828
 Granted - December 2022 - performance awards
 257,868
 Total vested
 ( 742,464)
 3,171
– July 2022
 ( 78,801)
– November 2022
 ( 59,833)
– December 2022
 ( 7,060)
– February 2023
 ( 19,179)
– March 2023
 ( 69,286)
– April 2023
 ( 418,502)
 1,721
– May 2023
 ( 61,861)
– June 2023
 ( 27,942)
 Granted - December 2022
 300,000
 1,365
- December 2022
 ( 300,000)
 1,365
 Total forfeitures
 ( 114,365)
 Forfeitures - employee terminations
 ( 34,365)
 Forfeitures – February 2020 award with market conditions

 ( 80,000)
 Non-vested – June 30, 2023
 2,614,419
 11,869
 Total granted
 1,002,241
 3,942
 Granted – October 2023
 333,080
 1,456
 Granted – October 2023, with performance conditions
 310,916
 Granted – October 2023
 225,000
 Granted – January 2024
 56,330
 Granted – February 2024
 9,195
 Granted - June 2024
 67,720
 Total vested
 ( 1,232,251)
 5,208
– July 2023
 ( 78,800)
– November 2023
 ( 109,833)
– December 2023
 ( 67,073)
– February 2024
 ( 14,811)
– March 2024
 ( 69,286)
– April 2024
 ( 394,932)
 1,630
– May 2024
 ( 88,617)
– June 2024
 ( 350,247)
 1,639
– June 2024, with performance conditions
 ( 58,652)
 Total forfeitures
 ( 299,463)
 1,315
 Forfeitures - employee terminations
 ( 82,077)
 Forfeitures – May and July 2021 awards with market condition
 ( 217,386)
 1,017
 Non-vested – June 30, 2024
 2,084,946
 8,736

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 17.
 Stock option and restricted stock activity
 Restricted stock (continued)
 The following table summarizes restricted stock activity for the year
ended June 30, 2025:

 Number of shares of
 Weighted average grant
 date fair value
 Non-vested – June 30, 2024
 2,084,946
 8,736
 Total granted
 1,433,610
 5,381
 Granted – August 2024
 32,800
 Granted – October 2024
 100,000
 Granted – November 2024, with performance conditions
 1,198,310
 4,206
 Granted – January 2025
 65,000
 Granted - April 2025
 37,500
 Total vested
 ( 1,197,944)
 5,742
– July 2024
 ( 78,801)
– November 2024, with performance conditions
 ( 213,687)
 1,134
– November 2024
 ( 103,638)
– December 2024
 ( 77,306)
– February 2025
 ( 13,922)
– March 2025
 ( 69,287)
– April 2025
 ( 385,787)
 1,737
– June 2024
 ( 255,516)
 1,140
 Total forfeitures
 ( 150,712)
 Forfeitures - employee terminations
 ( 121,591)
 Forfeitures – December 2021 awards with market condition
 ( 29,121)
 Non-vested – June 30, 2025
 2,169,900
 7,833

 Awards granted
 In August
2024, October
2024, January
2025 and April
2025, respectively,
the Company granted
 32,800
,
 100,000
,
 65,000

and
 37,500

stock to
employees which
have time-based
conditions and
which
are subject
employee's
 continued employment with the Company through the applicable
vesting dates. In November 2024, the Company awarded
 1,198,310
 shares of restricted stock to executive
officers and employees which contained time and
performance-based (market conditions related
 to share price performance) vesting conditions.
 In October 2023, the Company
 333,080

shares of restricted stock with time-based
vesting conditions to approximately

employees, which are subject to the employees continued employment with the Company through the applicable vesting dates. In
 October 2023, the Company awarded
 310,916

shares of restricted stock to executive officers
which contained time and performance-
 based
(market
to
share
price
performance)
conditions.
The
also
 225,000

of
 restricted stock to an executive officer in
October 2023, which vest on June 30, 2025, except if the executive
officer is terminated for
 cause, in which case the award will be forfeited. In January 2024, February 2024 and June 2024, the Company awarded
 56,330
,
 9,195
 and
 67,720

shares of restricted stock with time-based vesting conditions to employees.
 In July 2022,
December 2022, January
2023 and June
2023, the Company
 32,582
,
 430,399
,
 11,806

and
 23,828

 of restricted stock, respectively, to employees
and an executive officer which have time-based vesting conditions. In December
2022,
 the Company awarded
 257,868

stock to executive
officers which contained
time and performance-based
(market
 conditions related to
share price performance) vesting
conditions. The Company
also agreed to match,
on a
 one
 -for-one basis, (1)
an
 employee's purchase of up to $
 1.0

million worth of the Company's shares of common stock in open market purchases, and in August
 2022, the Company granted
 179,498

shares of restricted stock to the employee, and (2) another employee's purchase of up to
of
the
and
in
November
2022,
the
granted

of
stock
to
the
 employee.
These
of
stock
contain
time-based
conditions.
The
 300,000

to
an
 executive officer on December 31, 2022, which vested on the date
of the award.
 The Company has agreed
to grant an advisor
 5,500

shares per month in
lieu of cash for services
provided to the Company.
The
 Company and
the advisor have
agreed that the
Company will issue
the shares to
the advisor,
in arrears, on
a quarterly basis.
 the year ended June 30, 2025, the Company recorded a stock-based compensation charge of $
 0.4

million and included the issuance of
 66,000

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

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 17.
 Stock option and restricted stock activity (continued)
 Restricted stock (continued)
 Awards granted
 Effective January 1,
2022, the Company agreed
to grant an advisor
shares in lieu of
cash for services provided
to the Company
 during a contract
term that was scheduled
to expire on
December 31, 2022.
The contract could
have been terminated
early if certain
 agreed events
occur,
and the contract
was mutually
terminated in
November 2022
as no further
services were required.
The advisor
 agreed to
receive
 6,481

per month
as payment
for services
rendered and
is not
entitled to
 receive additional
shares if the
contract is terminated
early due to
the occurrence of
the agreed events.
The
 6,481

shares granted per
 month was calculated using an agreed monthly fee of $
 35,000

divided by the Company's closing market price on
January 3, 2022, on
 the Nasdaq Global Select Market. The Company and the advisor have agreed that the Company will issue the shares to the advisor, in
 arrears, on a quarterly basis and that the shares may not be transferred until the earlier of December 31, 2022, or the occurrence of the
 agreed event.
2023, the
Company recorded
a stock-based
compensation charge
of $
 0.2

 included the issuance of
 32,405

shares of common stock in its issued and outstanding share count.
 Awards vested
 During the years ended June 30, 2025, 2024 and 2023, respectively,
 1,197,944
,
 1,002,241

and
 742,464

shares of restricted stock
 with time-based and performance-based vesting conditions vested. The June 30, 2025, shares include
 78,801

shares of restricted stock
 granted to
Mr.
Meyer, our
former Group
CEO, which
vested in
July 2024,
and
 103,638

with performance
 conditions (share price targets) which vested in November 2024, following the achievement of the agreed performance condition. The
2024, shares
of stock vesting
 58,652

shares with
a performance-based
condition related
achievement of
the
 2021 to 2024 financial
services plan. The fair
value of restricted stock
which vested during the
years ended June 30,
2025, 2024
and
 2023, was $
 5.9

 5.2

 3.2

 In November 2024,
 27,546

shares of restricted stock granted to Mr.
Mali vested and he elected for
 12,396

shares to be withheld
 to satisfy
the withholding
tax liability
vesting of
these shares.
In addition,
in November
and December
February,
 April, May and June
2025, an aggregate of
 556,889

shares of restricted stock
granted to employees vested
and they elected for
 185,437
 shares to be withheld to satisfy the withholding tax liability on the vesting of
these shares.
 In May
2024,
 55,598

granted to
Mr.
Mali vested
and he
elected for
 25,020

shares to
be withheld
to
 satisfy the withholding tax liability on the vesting of these shares. In addition, in November and December
2023
and February, April,
 May and June
2024, an aggregate
of
 556,889

stock granted to employees
vested and they elected
for
 128,415

 to be withheld to satisfy the withholding tax liability on the vesting of these
shares.

 In July
2022,
 78,801

stock granted
to Mr.
Meyer vested
and he elected
for
 35,460

shares to
be withheld
to
 satisfy the withholding tax liability on the vesting of
these shares. In May 2023,
 55,599

shares of restricted stock granted to Mr.
Mali
 vested and he elected for
 25,020

shares to be withheld to
satisfy the withholding tax liability
on the vesting of these
shares. In addition,
 in November and December 2022 and February, April, May and June 2023, an aggregate of
 434,279

shares of restricted stock granted
 to employees vested and
they elected for
 190,394

shares to be withheld to satisfy
the withholding tax liability on
the vesting of these
 shares.
 These
 197,833

(
 12,396

plus
 185,437
),
 153,435

(
 25,020

plus
 128,415
) and
 250,874

(
 35,460

plus
 25,020

plus
 190,394
) shares have
 been included in our treasury shares for the year ended June 30,
2025, 2024 and 2023, respectively.
 Awards forfeited
2025,
 29,121

were forfeited
by an
employee as
the market
condition
 (related to share price
performance) were not achieved.
During the year ended
June 30, 2025, employees
forfeited
 121,591

 restricted stock following their termination of employment with the Company.
 During the year
2024,
 217,386

stock were forfeited
by executive officers
(including former
 executive officers)
market condition
(related to
share price
performance)
were not
achieved.
 2024, employees forfeited
 82,077

shares of restricted stock following their termination of employment with the Company.
 During the year ended June 30, 2023,
 80,000

shares of restricted stock were forfeited by an executive officer as the performance
 condition (related to net asset
value targets) was not achieved.
During the year ended
June 30, 2023, employees
forfeited
 34,365

 of restricted stock following their termination of employment with the Company.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 17.
 Lesaka ESOP Trust
 On November 14, 2024, the Company announced that its shareholders voted on and approved
the funding and issuance of shares
 to the Lesaka ESOP Trust at its annual general meeting. The Lesaka Employee Share Ownership Plan ("ESOP")
is designed to create
 alignment
with
the
objectives.
The
ESOP
Trust
is
also
to
advance
 transformation
initiatives
and
plays
an
important
role
in
improving
the
company's
Broad-Based
Black
Economic
Empowerment
 ("BBBEE") rating.
As of
November 2024,
when shareholders
approved the
plan, the
employee base
was comprised
of
 %
designated
groups
for
BBBEE
Through
the
creation
of
a
broader
base
of
employee
ownership,
the
is
helping
to
promote
economic
inclusion
and
contribute
to
transformation
broader
South
economy.
The
 Lesaka ESOP Trust
is structured as
an evergreen
trust, ensuring
the permanence of
the plan and
allowing for the
inclusion of future
 employees as the Company continues to grow.
 The
ESOP
Trust
was
to
have
an
holding
of
 %
of
the
at
the
date
of
 implementation,
and in
February 2025,
 2,490,000

its common
stock to
the Lesaka
ESOP Trust.
The
 subscription price
payable by
the Lesaka
shares was
vendor funded
Company through
a notional
vendor
 funding ("NVF")
structure whereby
provided a
notional loan
Lesaka ESOP
Trust representing
of
 the shares, facilitating
the acquisition by
the Lesaka ESOP
Trust of
the shares without
requiring any upfront
payment by the
 ESOP Trust except for the payment of a nominal value of $
 0.001

per share. The NVF structure will achieve the
same economic effect
 as a traditional
loan structure from
the Company to the
Lesaka ESOP Trust
to enable the Lesaka
ESOP Trust to
subscribe for shares
 in the Company, but without
any actual flow of funds from the Company to the Trust.

 A notional amount on the date
of issue was ascribed to each share
that the Lesaka ESOP Trust
subscribed for, which
is equal to
 the fair market value
of one of the
Company shares of common
stock (which is the
amount the Lesaka ESOP
Trust would have
paid
 for one of the Company's shares in an ordinary course cash transaction with the Company) less a
 % discount. The principal amount
 on the NVF loan will
accrue interest at a fixed
rate of
 % per annum. The NVF
will have a
 five-year

term. The notional amount was
 not recognized in the Company's financial statements because
it represents a formula to
calculate the number of the
Company's shares
 of common stock to be returned by the Lesaka ESOP Trust
to the Company after
 five years
.
 On or about the 5
 th

anniversary of the implementation date of the ESOP ("Maturity Date"), the Company will have the option to
a
of
the
held
by
the
ESOP
Trust
at
the
nominal
to
settle
the
total
NVF
loan
 outstanding. The number of
shares to be repurchased will be
determined by using a formula
set out in the transaction
documents that
 considers the total
NVF loan outstanding on
the Maturity Date
and the market
value of one
of the Company's shares held
by the Lesaka
 ESOP Trust. The purchase
consideration that would have been
payable for the shares the Company
will repurchase (which is the fair
 market value the Company
would have paid for the shares
in an ordinary course cash transaction
with the Lesaka ESOP Trust
 Maturity Date) will be set off
against the total NVF loan outstanding.
After settlement of the NVF loan,
 % of the remaining shares
 held by the Lesaka ESOP Trust, if any,
will be distributed to eligible employees.
 The Lesaka ESOP Trust will hold shares of
the Company's common stock. The
Lesaka ESOP Trust will therefore be entitled to
 receive its proportionate share of any
dividends and other distributions declared by the
Company to its shareholders and vote
its shares
 held on matters requiring shareholder approval.
 The Lesaka ESOP Trust
is administered by the
board of trustees made up
of
 five

members nominated by the Company's
Board
 and the participants in the ESOP.
The Company's Board has the right
to nominate
 two

members to the board of trustees. The balance
 of the trustees,
 one

of which must be an independent trustee,
are nominated by the participants. The nominees
appointed to the board
 of trustees may not be members of the Company's Board or an officer as contemplated in Rule 16a-(f) of the Securities and Exchange
 Act of 1934. The nominees of
the participants need to meet an election
criteria to be eligible for nomination which
requires participant
 nominees to have been employed by the Group for a continuous and uninterrupted period of at least
 three years
. The trustees have the
 discretion to determine how
the Lesaka ESOP Trust
should vote shares of the
Company common stock held on
matters requiring the
 Company's shareholders
approval. The decisions by the trustees are decided by a majority vote.
is responsible
for all
operating expenses
Lesaka ESOP
Trust
until such
time as
the
 Lesaka ESOP Trust has sufficient
cash resources of its own to settle its operating expenses.
The Company controls the Lesaka
 ESOP
 Trust because
the Lesaka ESOP
Trust is
considered to
be a variable
interest entity ("VIE")
in which the
Company has a
controlling
 financial interest.
Accordingly,
the Lesaka ESOP
Trust is
consolidated by
the Company.
As the Lesaka
is consolidated
the
 2,490,000

held by
Lesaka ESOP
Trust
are accounted
for as
 shares at the
nominal amount
of $
 0.001

per share. Purchases
and sales of
between the
Company and
 the Lesaka ESOP Trust will be recognized within equity with no profit or loss
being recognized in the statement of operations on such
 acquisition or disposal.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 17.
 Lesaka ESOP Trust (continued)
 Qualifying employees
were allocated A
and B units.
An A unit
represents an option
for the employees
to acquire shares
 Company's common stock in future. The A
unit represents an equity-settled share-based
payment, requiring the recognition of
a stock-
 based compensation
charge over
a
 five year

service period.
The A
units were
measured at
their grant
date fair
value using
a Black
 Scholes valuation model.
A B unit represent
s
an employees' entitlement
to cash payments
based on dividends
paid by the Company
 to
the
ESOP
Trust,
and
consequently
distributions
that
the
ESOP
Trust
makes
to
qualifying
who
are
 beneficiaries of the Lesaka
ESOP Trust. These
payments represent an
employee benefit, requiring
that the Company to
recognize an
 expense to the value of the payment made when each payment is made.
 Initial
qualifying
are
to
have
a
minimum
of
 two year
 's
with
the
with
criteria
being
 determined on December 31, 2024. Initial qualifying employees received invitation and allocation notices on or around April 1, 2025.
 As
 two years
 '
to
any
of
the
they
will
become
eligible
for
as
a
 beneficiary of the Lesaka ESOP Trust. Qualifying
employees include employees of recent acquisitions, including Adumo.
 On April 1,
2025, the Lesaka
 2,030

qualifying employees
 1,989,400

A units and
 2,030

B units. Lesaka's
 closing price on the Nasdaq on April 1, 2025 was $
 5.00

per share and each A unit was issued with an initial strike price
of $
 4.50

(the
 closing price
less a
 % discount)
and is
expected to
grow by
 % per
annum through
to April
1, 2030.
estimated a
 forfeiture rate of
 % per annum. The
fair value of
each A unit is
estimated on the
date of grant
using Black-Scholes model
that uses
 the assumptions noted in the table below. The estimated expected volatility is generally calculated based on the Company's
 1,251
 -day
 volatility.
The
estimated
life
of
the
option
was
as
the
from
grant
date
to
the
date
in
 February 2030. The table below
presents the range of assumptions used
to value options granted during the
years ended June 30, 2025:

 2025
 Expected volatility

 %
 Expected dividends

 %
 Expected life (in years)

 4.9
 Risk-free rate

 4.17
 %

 Stock-based compensation charge and unrecognized compensation
cost
 The Company has
recorded a net stock
compensation charge
of $
 9.5

 7.9

 7.3

million for the
 June 30, 2025, 2024 and 2023, respectively,
which comprised:

 Total
charge
 Allocated to IT
 processing,
 servicing and
 Allocated to
 selling, general
 and
 Year
ended June 30, 2025

 $
 9,482
 $
 -
 $
 9,482
 Stock-based compensation charge related to ESOP
 -
 Reversal of stock compensation charge related to stock
 options and restricted stock forfeited
 ( 89)
 -
 ( 89)
 Total - year ended June
 $
 9,550
 $
 -
 $
 9,550
 Year
ended June 30, 2024

 $
 8,045
 $
 -
 $
 8,045
 Reversal of stock compensation charge related to stock
 options and restricted stock forfeited
 -
 Total - year ended June
30, 2024
 $
 7,911
 $
 -
 $
 7,911
 Year
ended June 30, 2023

 $
 7,673
 $
 -
 $
 7,673
 Reversal of stock compensation charge related to stock
 options and restricted stock forfeited
 -
 Total - year ended June
30, 2023
 $
 7,309
 $
 -
 $
 7,309

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 17.
 Stock-based compensation charge and unrecognized compensation
cost (continued)
 The
stock-based
and
reversal
have
been
to
selling,
and
based
on
the
 allocation of the cash compensation paid to the relevant employees.
 As of June
30, 2025, the
total unrecognized
compensation cost related
to stock options
was approximately
$
 5.3

million, which
 the
expects
to
recognize
over
 two years
.
As of
June
30,
2025,
the
total
unrecognized
cost
 related to restricted stock awards was approximately $
 5.0

million, which the Company expects to recognize over approximately
 three
 years
.
 Income tax consequences
 During the years ended June 30, 2025, 2024 and 2023, the
Company recorded a deferred tax benefit of $
 1.0

 0.7

 and
$
 0.6

million, respectively,
stock-based
charge
recognized related
to employees
of Lesaka.
 these periods the
Company recorded a
valuation allowance related
full deferred tax
benefit recognized because
it does not
 that the
stock-based compensation
deduction would
be utilized
as it
does not
anticipate generating
sufficient taxable
income in
the
 United States. The
Company deducts the
difference between the
market value on the
date of exercise by
the option recipient
 exercise price from income subject to taxation in the United States.

 18.
INCOME TAXES
 Income tax expense
 The table below presents the
components of (loss) income before
income tax (benefit) expense
for the years ended June
 2024 and 2023:

 2025
 2024
 2023
 $
 ( 34,317)
 $
 ( 4,405)
 $
 ( 21,308)
 United States
 ( 12,322)
 ( 8,705)
 ( 10,755)
 Other
 (1)
 ( 59,307)
 ( 203)
 Loss before income tax (benefit) expense
 $
 ( 105,946)
 $
 ( 12,798)
 $
 ( 32,266)

 (1) Amount
2025, includes
the impact
of equity
securities discussed
in
 Note 6 related to MobiKwik.

 Presented below
is income tax
expense (benefit)
by location of
the taxing
jurisdiction for the
June 30, 2025,
2024
 and 2023:

 2025
 2024
 2023
 Current tax expense
 $
 5,757
 $
 5,766
 $
 6,317
 5,582
 5,634
 6,317
 Other
 -
 Deferred tax (benefit) expense

 ( 23,955)
 ( 2,712)
 ( 7,442)
 ( 13,817)
 ( 2,716)
 ( 7,490)
 United States
 ( 10,120)
 -
 -
 Other
 ( 18)
 Foreign tax credits generated – United States
 -
 Change in tax rate – South Africa
 -
 -
 ( 1,299)
 Income tax (benefit) expense

 $
 ( 18,198)
 $
 3,363
 $
 ( 2,309)

 There were
 no

changes to the
enacted income tax
rate in the
years ended June
30, 2025 and
2024 in any
of our major
jurisdictions.
 The South African corporate
income tax rate reduced
from
 % to
 %, effective from July
1, 2022, for all of
South
 African subsidiaries with
income tax years
commencing on July
1, 2022. The
change in the
income tax rate
was enacted on
January
 5, 2023, and accordingly all deferred
taxes assets and liabilities were
remeasured to the new tax rate
on that date. This resulted in
the
 inclusion of an
income tax benefit
of $
 1.3

million in the Company's
income tax (benefit)
expense line in
its consolidated statements
 of operations for the
year ended June
30, 2023, as
a result of
the reversal of
a portion of
the deferred tax
assets and liabilities
 as of December 31, 2022.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 18.
INCOME TAX (continued)
 Income tax expense (continued)
 The Company's current tax expense for the
year ended June 30,
2025, was higher than
the previous year due
to the higher taxable
 income generated by the Company's subsidiaries during the year ended June 30, 2025, primarily due to the acquisition of Adumo and
 Recharger, and improved profitability generated from the Consumer operating segment, compared with the year ended June 30, 2024.
(benefit) expense
for the year
was higher
compared with
the previous year
 due
to
reversal
of
the
deferred
tax
liability
(a
benefit)
to
the
in
the
of
our
entire
in
 MobiKwik,
the
inclusion
of
the deferred
tax
benefit
the
year
ended
2025,
to
the
of
due
to
the
of
Adumo
and
and
the
reversal
of
$
 12.8

to
 valuation allowances created in prior years following (i) an improvement in profitability of certain of the Company's
subsidiaries and
 (ii) a change in judgment on the
need for a valuation allowance of $
 11.4

million related to an entity which the
Company believes has
 achieved sustainable
profitability.
year the
Company recognized
a benefit
for operating
generated of
 $
 6.8

million where the related deferred
tax asset was not offset by
a valuation allowance. During the
year the Company recognized a
to an
loss carryforward
of $
 6.0

following a
determination
management,
after
 considering both positive and negative evidence, that the operating
loss carryforward would not be realized.
 The Company's deferred tax (benefit) expense for the year ended June
30, 2024, was lower compared with the
previous year due
inclusion of
the deferred
tax benefit
recorded during
30, 2023,
the amortization
of intangible
 assets recognized
due to
the acquisition
of Connect.
Deferred tax
expense (benefit)
2024, also
 lower prepaid expense balances as of June 30, 2024 which reduces the deferred
tax benefit.

 During the years
2025, 2024 and
2023, the Company
incurred net operating
losses through certain
of its South
 African wholly-owned
subsidiaries and recorded
a deferred tax
benefit related to
these losses. However,
has created a
 valuation allowance for certain of these net operating losses which reduced the deferred tax benefit
recorded. Net operating losses and
 associated
created
the
year
ended
June
30,
2025,
were
lower
then
in
previous
periods
due
to
the
 improvement in operating performance by the Company's
subsidiaries.

 A reconciliation
of income
taxes, calculated
fully-distributed South
African income
tax rate
 tax rate, for the years ended June 30, 2025, 2024 and 2023, is as follows:

 2025
 2024
 2023
 Income taxes at South African income tax rates
 27.00
 %
 27.00
 %
 27.00
 %
 Non-deductible interest expense
 ( 1.29)
 %
 ( 24.55)
 %
 -

-

 Movement in valuation allowance
 5.62
 %
 ( 22.15)
 %
 ( 17.66)
 %
 Non-deductible transaction costs
 ( 4.19)
 %
 ( 5.91)
 %
 -

-

 Goodwill impairment
 ( 4.22)
 %
 -

-

 -

-

 Capital gains tax rate differential
 -

-

 1.62
 %
 ( 0.51)
 %
 Prior year adjustments
 0.22
 %
 ( 1.37)
 %
 7.60
 %
 Non-deductible items
 ( 3.23)
 %
 ( 1.11)
 %
 ( 13.28)
 %
 Foreign tax credits
 0.03
 %
 0.19
 %
 -
 Foreign tax rate differential
 ( 2.77)
 %
 -
 ( 0.02)
 %
 Change in tax laws – South Africa
 -
 -
 4.03
 %
 Effective tax rate
 17.17
 %
 ( 26.28)
 %
 7.16
 %

 Percentages included
in the 2024
column in the
reconciliation of income
taxes presented above
are specifically impacted
 loss incurred
by
the
the
years
ended
2024.
For
instance,
for
the
year
ended
June
30,
2024,
tax
 expense of $
 3.4

million represents (
 26.28
 %) multiplied by the loss before tax (benefit) expense of $(
 12,798
).

 Movement
allowance for
includes the
impact of
the reversal
 created
in previous
periods related
to certain
net operating
which the
believes are
no longer
 following improved and sustained profitability generated by certain of the Company's
subsidiaries. Non-deductible items for the year
 ended
June
30,
2025,
costs
and
which
cannot
deduct
for
tax

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 18.
INCOME TAX (continued)
 Income tax expense (continued)
 Movement in the
valuation allowance for
30, 2024, includes
allowances created related
to certain net
 loss carryforwards generated during
the year. Non-deductible
items for the year ended June
30, 2024, includes transactions costs
and
 interest expense incurred which the Company cannot deduct for income
tax purposes
 Movement in the
valuation allowance for
30, 2023, includes
allowances created related
to certain net
the
year.
Non-deductible
items
for
the
year
ended
June
30,
2023,
the
loss
 recognized and interest expense incurred which the Company cannot deduct
for income tax purposes.
 Deferred tax assets and liabilities
 Deferred
taxes
reflect
the
temporary
differences
the financial
and
tax
bases
of
assets and
 liabilities and
carryforwards measured
using enacted
tax rates
in effect
year in
which the
items are
expected to
reverse. The
 primary components of the temporary differences and carryforwards that gave rise to the Company's deferred tax assets and liabilities
 as of June 30, and their classification, were as follows:

 2025
 2024
 Total
deferred tax assets
 Equity investments
 $
 29,475
 $
 28,786
 Capital loss carryforwards
 7,094
 9,253
 Net operating loss carryforwards
 63,740
 42,025
 Foreign tax credit carryforwards
 12,300
 32,527
 Provisions and accruals
 6,648
 3,294
 Other
 4,604
 4,494
 Total
deferred tax assets before valuation allowance
 123,861
 120,379
 ( 107,252)
 ( 114,687)
 Total
deferred tax assets, net of valuation allowance
 16,609
 5,692
 Total
deferred tax liabilities:
 36,403
 29,918
 Equity investments
 -
 10,354
 Other
 1,573
 Total
deferred tax liabilities
 37,976
 40,374
 Reported as
 Long-term deferred tax assets, net
 12,554
 3,446
 Long-term deferred tax liabilities, net
 33,921
 38,128
 Net deferred tax liabilities
 $
 21,367
 $
 34,682

 Decrease in total net deferred tax liabilities
 Equity investments,
an asset
 Equity investments as
of June 30, 2025 and
2024, comprises the
temporary differences arising
from the difference
between the
 amount paid for Cell C in
August 2017 and the its financial statements
carrying amount as of the respective
year end, of $
 0.0

 (nil), and the difference between the amount paid for CPS in 2004 and the its financial statement carrying amount as of the respective
 year end,
of $
 0.0

million (nil).
The change
in Equity
investments also
includes the
impact of
currency changes
between the
South
 African Rand against the United States dollar.
 Capital loss carryforwards
loss
carryforwards
as
of
June
30,
2025
and
2024,
comprises
the
temporary
differences
arising
from
the
disposal
of
 Finbond which resulted in the generation of capital loss carryforwards in South Africa of $
 17.7

million and capital loss carryforwards
United States
of $
 15.5

million. Capital
Africa do
not expire,
and capital
loss carryforward
 United States expired
after five years, between
2026 and 2030.
The change in Capital
loss carryforwards also
includes the impact
of
 currency changes between the South African Rand against the United States dollar.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 18.
INCOME TAX (continued)
 Deferred tax assets and liabilities (continued)
 Decrease in total net deferred tax liabilities (continued)
 Foreign tax credit
carryforwards
 Foreign tax credit carryforwards
as of June 30, 2025
and 2024, comprises foreign
tax credits generated from
distributions from
 Lesaka's
subsidiaries.
The tax
credits as
30,
2025, expire
in June
2026.
year
tax
 credits of $
 20.2

million expired.
 Net operating loss carryforwards
 Net operating
have increased
primarily due
to pre-existing
net operating
recognized by
subsidiaries
as of
the
date
of
these
subsidiaries,
as well
as
due
to
losses incurred
by
 subsidiaries and the impact of currency changes between the South African
Rand against the United States dollar, which was partially
 offset
by
net
carryforwards
the
year
improved
profitability
by
of
the
 Company's subsidiaries.
 Intangibles assets
 Intangible assets include intangible
assets recognized related to the
acquisition of Adumo and
Recharger during the year
(refer to
Note 3),
and Connect
2022 and
have increased
 2024, due to the acquisition of Adumo and Recharger,
which was partially offset by the amortization of the intangible assets.
 Equity investments
 Equity investment
includes our
investment in
MobiKwik (refer
9) as
30, 2024.
disposed of
its
 entire investment in MobiKwik
during the year
2025, and have
released the deferred
tax liability previously
recognized.
 Decrease in valuation allowance
 At June
had deferred
tax assets
of $
 16.6

million (2024:
$
 5.7

million), net
valuation allowance.
 Management believes,
the weight
of available
positive and
negative evidence
it is
more likely
than not
that the
 will realize
the benefits
of these
deductible temporary
differences and
carryforwards, net
valuation allowance.
However,
the
 amount of the deferred tax asset considered realizable could be adjusted
in the near term if estimates of taxable income are revised.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 18.
INCOME TAX (continued)
 Deferred tax assets and liabilities (continued)
 Decrease in valuation allowance
 At June
had a
valuation allowance
of $
 107.3

million (2024:
$
 114.7

million) to
reduce its
 assets to the estimated realizable value. The
movement in the valuation allowance for the years
ended June 30, 2025, 2024 and 2023,
 is presented below:

 Total
 Capital loss
 carry-
 forwards
 Net
 loss carry-
 forwards
 Foreign tax
 carry-
 forwards
 Other
 July 1, 2023
 $
 109,120
 $
 27,782
 $
 8,485
 $
 38,381
 $
 32,599
 $
 1,873
 5,061
 -
 3,163
 -
 1,233
 ( 1,865)
 -
 -
 ( 1,793)
 ( 72)
 -
 2,371
 1,004
 1,215
 -
 Net change in the valuation allowance
 5,567
 1,004
 2,585
 ( 72)
 1,282
 June 30, 2024
 114,687
 28,786
 9,253
 40,966
 32,527
 3,155
 6,241
 -
 4,063
 -
 1,201
 ( 12,846)
 -
 -
 ( 10,685)
 -
 ( 2,161)
 Utilized
 ( 25,528)
 -
 ( 3,226)
 ( 2,002)
 ( 20,227)
 ( 73)
 Acquired in business combinations
 22,976
 -
 -
 20,354
 -
 2,622
 1,722
 -
 Net change in the valuation allowance
 ( 7,435)
 ( 2,159)
 12,617
 ( 20,227)
 1,644
 $
 107,252
 $
 29,476
 $
 7,094
 $
 53,583
 $
 12,300
 $
 4,799

 Net operating loss carryforwards and foreign tax credit carryforwards
 Net
loss
carryforwards
in
South
of
$
 212.1

are
carried
forward
indefinitely,
but
the
loss
 carryforward
that
may
be
used
against
is
limited
to
80%
of
the
net
loss
 deduction.
 United States
 Net operating
generated in
States of
$
 30.8

million are
carried forward
indefinitely,
but the
loss
 carryforward
that
may
be
used
against
is
limited
to
80%
of
the
net
loss
 deduction.

 Lesaka had
 no

net unused foreign
tax credits
that are more
likely than
not to
be realized as
30, 2025 and
2024, respectively.
 Unrecognized tax benefits
 As of June 30, 2025 and 2024, the Company had
 no

unrecognized tax benefits. The Company files income tax returns mainly in
 South Africa,
Botswana, Namibia and in the U.S. federal jurisdiction. As of June 30, 2025, the Company's South African subsidiaries
 are no longer
subject to income
tax examination by the
South African Revenue Service
for periods before
June 30, 2020.
 is subject to
income tax
jurisdictions outside
South Africa,
none of which
are individually
material to its
financial position,
 statement of cash flows, or results of operations.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 19.
(LOSS) EARNINGS PER SHARE
 The Company has
issued redeemable common
stock (refer to Note
14) which is redeemable
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
reflected
in
basic
per
share
using
the
two-class
method.
There
were
 no

redemptions
of
or
 adjustments to the
carrying value of the
redeemable common stock during
the years ended
June 30, 2025,
2024 and 2023.
Accordingly,
 the two-class method presented below does not include the impact of
any redemption.

 Basic (loss) earnings per share
includes shares of restricted stock that
meet the definition of a
participating security because these
 shares are eligible
to receive non
-forfeitable dividend
equivalents at the
same rate as
common stock.
Basic (loss) earnings
 has been calculated using the two-class method and basic (loss) earnings per share for the years ended June 30,
2025, 2024 and 2023,
 reflects only
undistributed
earnings. The
computation below
of basic
(loss) earnings
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 (loss)
earnings per
share have
been calculated
to give
effect to
the number
of shares
of additional
that
 would have
been outstanding
if the
potential dilutive
instruments had
been issued
in each
period. Stock
options are
the
 calculation of diluted (loss) earnings per share utilizing the treasury
stock method and are not considered to be
participating securities,
stock options
contain non-forfeitable
dividend rights.
The calculation
of diluted
(loss) earnings
includes the
 dilutive effect
of a portion of
the restricted stock
granted to employees
during the current
and previous fiscal
periods as these
stock are
considered contingently
returnable shares
purposes of
the diluted
(loss) earnings
calculation
vesting conditions
in respect
of a
the restricted
stock had
been satisfied.
The vesting
conditions are
discussed in
 Note 17. The Company has excluded employee stock options to purchase
 188,632
,
 46,777

and
 112,783

shares of common stock from
 the calculation of diluted
loss per share during
the years ended June 30,
2025, 2024 and 2023, respectively,
because the effect would
 be antidilutive.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 19.
(LOSS) EARNINGS PER SHARE (continued)
table presents net
loss attributable
to Lesaka
and the share
data used in
the basic and
diluted (loss)
earnings per
 share computations using the two-class method for the years ended
June 30, 2025, 2024 and 2023:

 2025
 2024
 2023
 (in thousands except percent and per share data)
 Numerator:
 Net loss attributable to Lesaka
 $
 $
 $
 Undistributed loss
 Percent allocated to common shareholders
 (Calculation 1)
 97 %
 95 %
 95 %
 Numerator for loss per share: basic and diluted
 $
 ( 84,557)
 $
 ( 16,651)
 $
 ( 33,407)
 Denominator
 Denominator for basic loss per share:
 weighted-average common shares outstanding
 73,891
 61,276
 60,134
 Effect of dilutive securities:
 Denominator for diluted loss per share: adjusted weighted average
 common shares outstanding and assumed conversion
 73,891
 61,276
 60,134
 Loss per share:
 Basic

 $
 ( 1.14)
 $
 ( 0.27)
 $
 ( 0.56)
 Diluted

 $
 ( 1.14)
 $
 ( 0.27)
 $
 ( 0.56)
 (Calculation 1)
 Basic weighted-average common shares outstanding (A)

 73,891
 61,276
 60,134
 Basic weighted-average common shares outstanding and unvested
 restricted shares expected to vest (B)

 76,466
 64,179
 63,134
 Percent allocated to common shareholders

(A) / (B)

 97 %
 95 %
 95 %

 Options to purchase
 6,493,683
,
 4,737,543

and
 276,616

shares of the Company's
common stock at prices ranging
from $
 4.87

to
 $
 14.00

(2025 and 2024) and $
 4.87

to $
 11.23

(2023) per share were outstanding during the year ended
June 30, 2025, 2024 and 2023,
but were not
included in the
computation of diluted
(loss) earnings per
share because the
options' exercise prices
were
 greater than the average market price of the Company's common shares. The options, which expire
at various dates through February
 3, 2032, were still outstanding as of June 30, 2025.

 20.
SUPPLEMENTAL CASH
FLOW INFORMATION
 The following table presents supplemental cash flow disclosures for
the years ended June 30, 2025, 2024 and 2023:

 2025
 2024
 2023
 Cash received from interest

 $
 2,576
 $
 2,277
 $
 1,841
 Cash paid for interest

 $
 18,077
 $
 17,381
 $
 13,278
 Cash paid for income taxes, net of refunds received

 $
 6,481
 $
 6,506
 $
 7,200

 As discussed in Note
17, during the year
ended June 30, 2023,
an employee exercised stock
options through the delivery
of
 23,934
closing price
on March
7, 2023
of $
 4.76

terms of
their option
agreements.
 These shares are included in
the Company's total share count and the
amount is reflected as
treasury shares on the consolidated balance
 sheet as of June 30, 2023 and consolidated statement of changes in equity for
the year ended June 30, 2023.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 20.
SUPPLEMENTAL CASH
FLOW INFORMATION
 Disaggregation of cash, cash equivalents and restricted cash
 Cash, cash equivalents
and restricted cash
included on
of cash flows
includes restricted
 cash related
to cash
withdrawn from
one of
debt facilities
ATMs.
This facility
was cancelled
in November
 2024. The Company 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
restricted cash
as well.
Refer to
Note 12
for additional
information regarding
facilities. The
 table presents the disaggregation of cash, cash equivalents and restricted
cash as of June 30, 2025, 2024 and 2023:

 2025

 2024

 2023

 $
 76,520
 $
 59,065
 $
 35,499
 Restricted cash
 6,853
 23,133
 Cash, cash equivalents and restricted cash
 $
 76,639
 $
 65,918
 $
 58,632

 Leases
table presents
supplemental
cash flow
disclosure related
to leases
2025, 2024
and
 2023:

 2025

 2024

 2023

 Cash paid related to lease liabilities
 Operating cash flows from operating leases
 $
 4,834
 $
 3,238
 $
 2,866
 Right-of-use assets obtained in exchange for lease obligations
 Operating leases
 $
 5,707
 $
 4,800
 $

 21.
 Operating segments
 The Company discloses segment information as reflected in the management
information systems reports that its chief operating
 decision maker ("CODM") uses in making decisions and to report certain entity-wide disclosures about products and services, and the
 countries in which the entity holds material assets or reports material revenues.
 Change to internal reporting structure and recast
of previously reported information
 The
currently
has
 three

segments:
Merchant,
and
Enterprise.
The
CODM
is
the
 Company's Executive Chairman. During the second quarter of fiscal 2025, he changed
the Company's operating and internal reporting
 structures to present a new segment, Enterprise, separately. The
CODM has decided to analyze 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
 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
 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.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 21.
 Reallocation of certain activities among operating segments in Q2
2025
 The
in
our
segments
the
second
quarter
of
2025
the
separation
of
out
of
 Merchant.
The
has also
the
majority
of Adumo's
to
Merchant,
with
a
smaller
part
of
its operations
 focusing on the provision
of physical and digital
prepaid and secure payout
solutions for South African
businesses with large individual
 end-users being allocated to Consumer.
Previously reported information has been recast.
 The Merchant
segment includes
revenue generated
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
provision of
a payment
gateway services)
for its
customers, and
rental and
license fees
 from
the
provision
of
point
of
sales
("POS")
and
to
the
hospitality
industry.
The
also
cash
and
to
a
digital
vault
which
is
located
at
the
customer's
premises
and
 through which
is able
the services
which generate
processing fee
revenue. From
July 1,
2023, the
 includes fees earned from transactions performed by customers utilizing its ATM
infrastructure.
 The Consumer segment
includes activities related
to the provision
of financial services
to customers, including
a bank account,
 loans and
insurance products.
charges monthly
administration fees
for all
bank accounts.
Customers that
have a
bank
 account managed by the Company are issued cards that can be utilized to withdraw funds at an ATM or to transact at a merchant POS.
earns processing
fees from
transactions processed
for these
customers. The
Company also
earns fees
on transactions
 performed
by
other
banks'
utilizing
its
ATM
(until
June
30,
2023)
or
POS. The
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. The Company writes life insurance contracts, primarily funeral-benefit policies, and policy holders pay the Company a monthly
 insurance premium.
also earns fees
from the provision
of physical and
digital prepaid
and secure payout
solutions for
 South African businesses.
 The Enterprise segment provides its business and
government-related customers with transaction processing services that involve
 the
collection,
transmittal
and
retrieval
of
data.
Through
offers
landlords
access
to
Recharger's
metering
solution
through which
earns
commission
from
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
the
right
to
use
 technology developed by the Company.
 The
evaluates
performance
based
on
interest, tax,
depreciation
and
 ("EBITDA"),
adjusted
for
items
mentioned
in
the
sentences
below
("Segment
EBITDA"),
the
 segments' measure of profit or loss.

 The
obtained
a
facility
in
2025,
which
has
been
partially
used
to
fund
a
of
its
the
four
months
ended
June
30,
2025,
and
to
these
have
been
to
 Consumer.
The Company also
included an
intercompany interest expense
in its Consumer
Segment Adjusted
EBITDA for
the eight
 months ended February 28, 2025.

does not allocate
once-off items,
stock-based compensation
charges, depreciation
and amortization,
 of
or other
intangible assets,
other
items
gains or
losses on
disposal of
fair
value
to
securities),
income,
expense,
tax
or
loss
from
to
its
 reportable segments. Group costs generally include: employee related costs in relation to employees specifically hired for group roles
 and related directly to
managing the US-listed entity;
expenditures related to compliance
with the Sarbanes-Oxley Act
of 2002; non-
 employee directors' fees; legal fees; group and US-listed related audit
fees; and directors and officer's insurance premiums. Once-off
 items represent
non-recurring expense
items, including
costs related to
acquisitions and
transactions consummated
or ultimately not
 pursued.
(loss)
gain
for
mark-to-market
on
 intercompany accounts. Interest adjustment represents the
intercompany interest expense included in the Consumer
Segment Adjusted
 EBITDA. The Stock-based
compensation adjustments reflect
stock-based compensation expense and
are excluded from
the calculation
 of Segment Adjusted EBITDA and are
therefore reported as reconciling items
to reconcile the reportable segments' Segment
 EBITDA to the Company's
loss before income tax expense.

 Effective
from
2025,
all
lease
are
to
the
segments,
whereas
in
2024
the
 Company presented
certain lease charges
on a
separate line outside
of its operating
segments. Prior period
information has
been re-
 presented to include
the lease charges
which were previously
reported on a
separate line in
Consumer and Merchant
 (now Merchant, Enterprise and Consumer) operating segments.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 21.
 Reallocation of certain activities among operating segments in Q2
2025 (continued)
 Our
CODM
does
not
review
the
components
of
selling,
and
and
is
with
 reports which include revenue, net revenue (a non-GAAP measure)
and segment adjusted EBITDA.
 The table below 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 the
 June 30, 2025, 2024 and 2023, respectively,
is as follows:

 Year
ended June 30, 2025
 Unallocated
 Total
 Revenue from external customers
 $
 524,250
 $
 $
 39,443
 $
 -
 $
 Intersegment revenues
 2,348
 -
 3,113
 -
 5,461
 526,598
 42,556
 -
 665,162
 Less segment-related expenses:
 Cost of goods sold, IT processing, servicing and
 425,787
 35,603
 32,549
 -
 493,939
 64,616
 36,456
 8,720
 -
 109,792
 Segment adjusted EBITDA
 $
 36,195
 $
 23,949
 $
 1,287
 $
 -
 $
 61,431
 Total
 $
 10,997
 $
 $
 $
 21,385
 $
 33,721
 Expenditures for long-lived assets
 $
 18,117
 $
 1,500
 $
 1,482
 $
 -
 $
 21,099
 Year
ended June 30, 2024
 Unallocated
 Total
 Revenue from external customers
 $
 456,069
 $
 $
 38,942
 $
 -
 $
 Intersegment revenues
 3,721
 -
 7,955
 -
 11,676
 459,790
 46,897
 -
 575,898
 Less segment-related expenses:
 Cost of goods sold, IT processing, servicing and
 393,618
 23,165
 37,424
 -
 454,207
 (1)(3)
 37,002
 33,367
 6,542
 -
 76,911
 Segment adjusted EBITDA
 $
 29,170
 $
 12,679
 $
 2,931
 $
 -
 $
 44,780
 Total
 $
 8,141
 $
 $
 $
 14,388
 $
 Expenditures for long-lived assets
 $
 11,202
 $
 1,317
 $
 $
 -
 $
 12,665

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 21.
 The table below 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 the year ended
 June 30, 2023, is as follows:

 Year
ended June 30, 2023
 Unallocated
 Total
 Revenue from external customers
 $
 $
 $
 47,139
 $
 1,469
 $
 Intersegment revenues
 -
 -
 3,317
 -
 3,317
 Revenue not allocated to segment
 -
 -
 -
 ( 1,469)
 ( 1,469)
 50,456
 -
 529,819
 Less segment-related expenses:
 Cost of goods sold, IT processing, servicing and
 351,754
 29,465
 39,176
 -
 420,395
 (1)
 35,800
 31,661
 8,024
 -
 75,485
 Segment adjusted EBITDA
 $
 29,008
 $
 1,675
 $
 3,256
 $
 -
 $
 33,939
 Total
 $
 6,749
 $
 1,114
 $
 $
 15,149
 $
 23,685
 Expenditures for long-lived assets
 $
 12,812
 $
 3,170
 $
 $
 -
 $
 16,156

 (1)
Selling,
and
human
capital-related
base
salary
and
bonus),
IT-related
licenses,
maintenance,
hosting,
and
communication
expenses),
professional
fees
 audit, legal,
consulting and
other fees),
lease and
utilities expenses,
the allowance
for credit
losses and
other operating
and support
 expenses.
 (2) Segment Adjusted
EBITDA for the
year ended June
30, 2025, includes
retrenchment and reorganization
costs for Merchant
 of $
 0.8

 15.7

million), Consumer of
$
 0.1

 1.5

million) and Enterprise
of $
 0.8

 13.6

million);
 and
 (3) Segment Adjusted EBITDA for the year
ended June 30, 2024, includes retrenchment costs
for Merchant of $
 0.3

 4.9

million) and Consumer of $
 0.2

million (
 3.5

million).

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 21.
 The reconciliation of the reportable segments' measures of profit or loss to
loss before income taxes for the years ended June 30, 2025,
 2024 and 2023, respectively,
is as follows:

 2025
 2024
 2023
 Reportable segments measure of profit or loss

 $
 61,431
 $
 44,780
 $
 33,939
 Operating loss: Group costs
 ( 10,743)
 ( 7,844)
 ( 9,109)
 Once-off costs
 ( 17,826)
 ( 1,853)
 ( 1,922)
 Interest adjustment
 2,195
 -
 -
 Unrealized (Loss) Gain for currency adjustments
 ( 23)
 ( 222)
 Stock-based compensation charge adjustments
 ( 9,550)
 ( 7,911)
 ( 7,309)
 ( 33,721)
 ( 23,665)
 ( 23,685)
 Loss on disposal of equity-accounted investment (Note 9)
 ( 161)
 -
 ( 205)
 ( 18,863)
 -
 Reversal of allowance for doubtful EMI debt receivable (Note 9)
 -
 -
 Change in fair value of equity securities (Note 3)
 ( 59,828)
 -
 -

 2,596
 2,294
 1,853

 ( 21,453)
 ( 18,932)
 ( 18,567)
 Loss before income taxes

 $
 ( 105,946)
 $
 ( 12,798)
 $
 ( 32,266)

 The segment
information as
reviewed by
the chief
operating decision
maker does
not include
a measure
of segment
assets per
 segment as all of
the significant assets are
used in the operations
of all, rather than
any one, of the
segments. The Company does
not
 have dedicated assets
assigned to a
particular operating segment.
Accordingly,
it is not meaningful
to attempt an arbitrary
allocation
 and segment asset allocation is therefore not presented.
 Long-lived assets based on their geographic location as of June 30, 2025,
2024 and 2023, are presented in the table below:

 Long-lived assets
 2025
 2024
 2023
 $
 392,098
 $
 286,700
 $
 300,104
 India - Investment in MobiKwik (Note 9)
 -
 3,055
 2,548
 2,197
 Total
 $
 395,153
 $
 365,545
 $
 378,598

 22.
COMMITMENTS AND CONTINGENCIES
 Capital commitments
 As
of
June
30,
2025
and
2024,
the
had
commitments
of
$
 0.2

and
$
 0.3

 Purchase obligations
 As of June 30,
2025 and 2024, the
Company had purchase
obligations totaling $
 2.9

 2.5

The
as
of
June
30,
2025,
relate
to
POS
devices,
components
for
safe
and
inventory
that
will
be
 delivered to the Company and sold to customers in fiscal 2025.
 Guarantees
 The South African
Revenue Service and
certain of the
Company's customers,
suppliers and other
business partners have
asked
them with
guarantees, including
standby letters
of credit,
issued by
banks. The
Company is
 required to procure these guarantees for these third parties to operate
its business.
 Nedbank has
issued guarantees
to these
third parties
amounting to
ZAR
 2.1

 0.1

million, translated
at exchange
rates
 applicable as of June 30, 2025) thereby utilizing part of the Company's
short-term facilities. The Company pays commission of

 0.47
 % per annum to
 1.84
 % per annum of the face
value of these guarantees and does not
recover any of the commission
 from third parties.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 22.
COMMITMENTS AND CONTINGENCIES (continued)
 RMB has
guarantees
to
these
third
parties
amounting
to
ZAR
 33.1

($
 1.9

translated
at
rates
 applicable as of June 30, 2025) thereby utilizing part of the Company's
short-term facilities.
 The Company has not recognized any obligation related to
these guarantees in its consolidated balance sheet as of
June 30, 2025.
 The maximum potential
amount that the Company
could pay under
these guarantees is ZAR
 35.2

 2.0

million, translated at
 exchange rates applicable
as of June 30, 2025).
As discussed in Note
12, the Company
has ceded and pledged
certain bank accounts
 to Nedbank
as security
for these
guarantees
with an
aggregate value
 2.1

 0.1

million translated
at exchange
rates
 applicable as
30, 2025).
The guarantees
have reduced
the amount
available under
its indirect
and derivative
facilities in
the
 Company's short-term credit facility described
in Note 12.
 Contingencies
 The
is
to
a
variety
of
insignificant
claims
and
suits
that
arise
from
time
to
time
in
the
ordinary
course
of
 business. Management
currently believes
that the
resolution of
these other
matters, individually
or in
the aggregate,
will not
have a
 material adverse impact on the Company's
financial position, results of operations or cash flows.

 23.
RELATED PARTY
TRANSACTIONS
 VCP Agreement
 On March
22, 2022, Lesaka
and Lesaka SA
a Securities Purchase
Agreement (the
"VCP Agreement")
with Value
 Capital Partners Proprietary
Limited ("VCP"), a significant
shareholder, whereby
VCP undertook to procure
that one or more funds
 under its
management (the
"Purchasing Funds")
would subscribe
for,
and Lesaka
would have
the obligation
to issue
and sell
 Purchasing Funds,
ZAR
 350.0

million of common
stock of Lesaka
if (i) an
event of default
occurred under
Facility G or
Facility H,
 (ii) Lesaka SA
failed to pay
all outstanding amounts
in respect of
Facility H on
the maturity date
of such facility,
or (iii) the
 capitalization of
Lesaka on
the Nasdaq
Capital Market
(based on
the closing
price on
such exchange)
falls and
remained below
the
 U.S.
dollar
equivalent
of
ZAR
 2.6

billion
on
more
than
one
day.
The
VCP
contained
customary
representations
and
 warranties from
Lesaka and
VCP and
covenants from
Lesaka and
Lesaka SA.
In connection
VCP Agreement,
 agreed to pay VCP a commitment fee in an amount equal to ZAR
 5.25

 On March 16, 2023, VCP,
Lesaka and Lesaka SA, entered into an agreement (the "VCP Amendment Agreement") to amend the
 maturity date under
the agreement with
VCP to December
31, 2025, in
order to align
such date with the
maturity date of
Facility H.
 In connection with the VCP Amendment Agreement, Lesaka
SA agreed to pay VCP
an additional commitment fee in an
amount equal
 8.9

million, which was calculated as
 % per annum of the support provided over the period of the extension, as a result of the
 amendment to the maturity date.
 Additionally,
Lesaka, Lesaka SA and
VCP entered into
a Step-In Rights
Letter on March
22, 2022 with
RMB, which provided
 RMB with step
in rights to
perform the obligations
or enforce the
rights of Lesaka
and Lesaka SA
under the VCP
Agreement to the
 extent that Lesaka and Lesaka SA failed to do so and did not remedy
such failure within two business days of notice of such failure.
 These agreements were all cancelled following the conclusion of
the CTA in February 2025 (refer
to Note 12).

 *****************************