form10k

 20 0.001 --06-30 50,000,000 0001041514 200,000,000 0.001 FY false 2024 No No Accelerated Filer

 lsak: LesakaMember

 us-gaap: StockAppreciationRightsSARSMember

 country: IN

 lsak: CashPaymasterServicesProprietaryLimitedMember

 us-gaap: PutOptionMember

 2018-09-07

 2018-09-07

 lsak: July2021Member

 2021-07-31

 us-gaap: MeasurementInputCapRateMember

 lsak: ThreePointTwoPercentDecreaseMember

 us-gaap: OtherRestructuringMember

 lsak: VwapLevelTwoMember

 us-gaap: FurnitureAndFixturesMember

 us-gaap: FinancialGuaranteeMember

 us-gaap: GeneralAndAdministrativeExpenseMember

 lsak: LesakaMember

 us-gaap: FinancialGuaranteeMember

 lsak: NedbankMember

 lsak: July2021CivilUnrestInSouthAfricaMember

 2021-08-01

 2021-08-31

 us-gaap: IPOMember

 us-gaap: ConvertiblePreferredStockMember

 2021-10-31

 us-gaap: FairValueInputsLevel1Member

 lsak: OtherIncomeTaxSegmentMember

 us-gaap: ServiceMember

 2021-12-31

 2022-01-01

 2022-03-31

 lsak: VestingPeriodFiscal2022Member

 lsak: ExecutedUnderShareRepurchaseAuthorizationsMember

 2022-04-01

 2022-04-30

 us-gaap: ProductMember

 us-gaap: FinancialGuaranteeMember

 lsak: NedbankMember

 us-gaap: TrademarksMember

 us-gaap: PatentsMember

 us-gaap: PutOptionMember

 lsak: AfricaCapitalizationFundLtdMember

 2020-05-19

 2020-05-19

 2021-06-01

 lsak: FacilityHMember

 us-gaap: FairValueInputsLevel2Member

 2021-08-02

 lsak: VwapLevelFourMember

 2020-02-01

 2020-02-29

 us-gaap: FairValueInputsLevel2Member

 lsak: VestingPeriodFiscal2023Member

 lsak: VestingPeriodFiscal2024Member

 us-gaap: ComputerEquipmentMember

 lsak: NedbankMember

 lsak: CededAndPledgedBankAccountsAsSecurityMember

 lsak: SubscriptionAgreementMember

 lsak: RedeemableCommonStockMember

 lsak: VwapLevelOneMember

 lsak: ExecutiveOfficersAndEmployeesMember

 2023-01-01

 2023-01-31

 lsak: ExecutiveOfficersAndEmployeesMember

 2023-06-01

 lsak: AwardDateNineMember

 lsak: OtherIncomeTaxSegmentMember

 lsak: LesakaMember

 2018-09-26

 lsak: ShortTermLeasingArrangementsMember

 2016-08-01

 2016-08-31

 2024-09-11

 us-gaap: MeasurementInputLongTermRevenueGrowthRateMember

 us-gaap: FurnitureAndFixturesMember

 country: LI

 us-gaap: MeasurementInputCapRateMember

 lsak: V2LimitedMember

 lsak: NedbankShortTermCreditFacilityMember

 us-gaap: DomesticLineOfCreditMember

 us-gaap: GeneralAndAdministrativeExpenseMember

 us-gaap: ServiceMember

 us-gaap: IPOMember

 2021-10-31

 lsak: SaleAgreementMember

 lsak: FinancingAgreementsCcmsRmbMember

 country: IN

 2016-08-01

 2016-08-31

 lsak: AllocatedToCostOfGoodsSoldItProcessingServicingAndSupportMember

 lsak: AwardDateElevenMember

 lsak: AwardDateTwelveMember

 lsak: AwardDateTwoMember

 us-gaap: UnpatentedTechnologyMember

 us-gaap: TrademarksMember

 2020-11-01

 us-gaap: MeasurementInputDiscountRateMember

 us-gaap: ComputerEquipmentMember

 us-gaap: MeasurementInputDiscountForLackOfMarketabilityMember

 lsak: AllocatedToCostOfGoodsSoldItProcessingServicingAndSupportMember

 lsak: VwapLevelThreeMember

 lsak: SubjectToTimeBasedVestingAndContinuedServiceMember

 lsak: CashPaymasterServicesProprietaryLimitedMember

 lsak: SubscriptionAgreementMember

 srt: DirectorMember

 2020-08-05

 us-gaap: FairValueInputsLevel1Member

 lsak: V2LimitedMember

 2020-09-30

 lsak: AllocatedToCostOfGoodsSoldItProcessingServicingAndSupportMember

 lsak: SubscriptionAgreementMember

 lsak: LoanBasedFeesReceivedMember

 us-gaap: GeneralAndAdministrativeExpenseMember

 lsak: PlantAndMachineryMember

 lsak: VcpAgreementMember

 us-gaap: VehiclesMember

 lsak: FinbondEquitySecuritiesMember

 lsak: July2021CivilUnrestInSouthAfricaMember

 2021-07-31

 us-gaap: FairValueMeasurementsNonrecurringMember

 lsak: July2021CivilUnrestInSouthAfricaMember

 lsak: CashPaymasterServicesProprietaryLimitedMember

 lsak: IndirectCreditFacilityMember

 lsak: SaleAgreementMember

 lsak: CcmsNewDebtMember

 lsak: FinbondEquitySecuritiesMember

 lsak: FinbondEquitySecuritiesMember

 lsak: July2021Member

 lsak: PlantAndMachineryMember

 us-gaap: PatentsMember

 us-gaap: VehiclesMember

 2023-12-31

 us-gaap: ServiceMember

 lsak: LoanBasedFeesReceivedMember

 us-gaap: MeasurementInputCapRateMember

 lsak: OnePointNinePercentIncreaseMember

 us-gaap: MeasurementInputLongTermRevenueGrowthRateMember

 lsak: RevixMember

 2022-02-01

 2022-02-28

 lsak: SubjectToTimeBasedVestingAndContinuedServiceMember

 2018-09-07

 2018-09-07

 us-gaap: StockCompensationPlanMember

 lsak: ExecutedUnderShareRepurchaseAuthorizationsMember

 lsak: AwardDateFifteenMember

 lsak: VcpAgreementMember

 2023-05-01

 2023-05-31

 lsak: AwardDateThirteenMember

 lsak: BrandsMember

 lsak: IndirectCreditFacilityMember

 us-gaap: FinancialGuaranteeMember

 lsak: NedbankMember

 2021-06-01

 2021-06-01

 country: LI

 us-gaap: UnpatentedTechnologyMember

 lsak: VcpAgreementMember

 lsak: PreemptiveRightsMember

 lsak: SaleAgreementMember

 lsak: FinancingAgreementsMember

 country: US

 2021-02-03

 lsak: TerminationMember

 lsak: ThreePointTwoPercentDecreaseMember

 us-gaap: MeasurementInputEbitdaMultipleMember

 lsak: NotesReceivableOneMember

 2019-07-01

 2020-06-30

 lsak: NotesReceivableOneMember

 lsak: AwardDateFourteenMember

 lsak: ScenarioYMember

 2021-05-31

 2020-11-02

 lsak: V2LimitedMember

 us-gaap: StockCompensationPlanMember

 2023-02-01

 2023-02-28

 lsak: FacilityHMember

 lsak: V2LimitedMember

 2020-10-01

 2020-10-31

 lsak: GroupCostsMember

 lsak: VestingPeriodFiscal2024Member

 lsak: FacilityBMember

 2023-03-22

 2023-02-01

 2023-02-28

 lsak: FacilityHMember

 lsak: InEventOfDefaultMember

 lsak: SaleAgreementMember

 lsak: ExecutiveOfficersAndEmployeesMember

 lsak: AwardDateFourMember

 lsak: AwardDateFiveMember

 country: US

 lsak: FrickFamilyFoundationMember

 2021-02-03

 2021-02-03

 lsak: CashPaymasterServicesProprietaryLimitedMember

 lsak: ShortTermLeasingArrangementsMember

 lsak: TopUpMember

 2021-12-31

 lsak: VwapLevelThreeMember

 us-gaap: MeasurementInputDiscountRateMember

 2022-07-31

 lsak: GroupCostsMember

 2022-11-01

 lsak: FiftyPercentVestMember

 country: LI

 lsak: ShortTermLeasingArrangementsMember

 us-gaap: MeasurementInputDiscountForLackOfMarketabilityMember

 lsak: VwapLevelTwoMember

 lsak: VwapLevelTwoMember

 us-gaap: MeasurementInputCapRateMember

 us-gaap: PutOptionMember

 lsak: AfricaCapitalizationFundLtdMember

 2017-06-01

 2017-06-30

 lsak: AwardDateTenMember

 lsak: OnceOffItemsMember

 lsak: OtherIncomeTaxSegmentMember

 lsak: FinancialServicesBusinessMember

 lsak: OneHundredPercentVestMember

 2021-05-01

 2021-05-31

 2023-03-16

 2023-03-16

 2022-07-31

 lsak: RevixMember

 2022-02-28

 us-gaap: ProductMember

 lsak: LesakaMember

 2021-08-01

 lsak: MatchingMember

 2021-12-31

 srt: DirectorMember

 2020-08-05

 2020-08-05

 lsak: OnePointNinePercentIncreaseMember

 us-gaap: MeasurementInputEbitdaMultipleMember

 lsak: VestingPeriodFiscal2026Member

 lsak: ScenarioYMember

 2023-05-31

 lsak: Notes8.625PercentMember

 us-gaap: PutOptionMember

 lsak: FrickFamilyFoundationMember

 2021-02-03

 lsak: CarbonTechLimitedMember

 lsak: SubjectToTimeBasedVestingAndContinuedServiceMember

 2022-03-01

 2022-03-01

 lsak: ExecutedUnderShareRepurchaseAuthorizationsMember

 2020-02-05

 country: IN

 lsak: OnceOffItemsMember

 lsak: ExecutiveOfficersAndEmployeesMember

 2022-07-31

 lsak: FacilityAMember

 lsak: LoanBasedFeesReceivedMember

 country: US

 2022-01-01

 2022-03-31

 lsak: FiftyPercentVestMember

 lsak: CashConnectCapitalProprietaryLimitedMember

 lsak: GroupCostsMember

 lsak: Notes8.625PercentMember

 2023-05-01

 2023-05-31

 lsak: FacilityAgreementScenario1Member

 lsak: OverdraftFacilityMember

 lsak: ScenarioXMember

 lsak: FacilityAgreementScenario3Member

 lsak: ScenarioZMember

 2022-07-31

 2022-04-01

 2022-04-30

 lsak: GroupCostMember

 lsak: VestingPeriodFiscal2025Member

 lsak: ScenarioXMember

 lsak: NedbankShortTermCreditFacilityMember

 2022-08-01

 2022-08-31

 lsak: VcpMember

 lsak: InEventOfDefaultMember

 lsak: CashConnectCapitalProprietaryLimitedMember

 lsak: IntegratedPlatformMember

 lsak: CarbonTechLimitedMember

 lsak: LoanMember

 lsak: RevolvingCreditFacilitiesMember

 lsak: FacilityHMember

 lsak: FacilityBMember

 lsak: CashConnectCapitalProprietaryLimitedMember

 2022-08-01

 2022-08-31

 2023-09-12

 lsak: GroupCostMember

 lsak: ScenarioZMember

 lsak: PriorToFirstAnniversaryOfGrantDateMember

 2023-05-31

 lsak: ScenarioYMember

 2022-11-01

 2022-11-30

 lsak: GroupCostMember

 lsak: OnceOffItemsMember

 lsak: TermLoanMember

 2023-02-28

 2022-08-19

 2022-08-19

 2016-08-31

 us-gaap: ProductMember

 lsak: OneHundredPercentVestMember

 lsak: PriorToFirstAnniversaryOfGrantDateMember

 2018-09-01

 2018-09-30

 lsak: PerformanceConditionsWereNotAchievedMember

 2024-04-01

 lsak: RedeemableCommonStockMember

 2024-05-07

 2024-05-07

 2024-05-07

 lsak: TouchsidesMember

 2024-04-30

 2024-04-30

 lsak: TouchsidesMember

 us-gaap: AssetPledgedAsCollateralMember

 lsak: AirtimeInventorySubjectToSaleRestrictionsMember

 lsak: AirtimeInventorySubjectToSaleRestrictionsMember

 lsak: AirtimeInventorySubjectToSaleRestrictionsMember

 us-gaap: MeasurementInputDiscountRateMember

 us-gaap: MeasurementInputDiscountForLackOfMarketabilityMember

 lsak: VaultsMember

 lsak: VaultsMember

 lsak: SanduelaTechnologyProprietaryLimitedMember

 lsak: SanduelaTechnologyProprietaryLimitedMember

 lsak: SmartswitchNamibiaPtyLtdMember

 lsak: SmartswitchNamibiaPtyLtdMember

 2023-12-31

 2023-08-10

 2023-08-10

 2023-08-10

 2023-09-30

 2023-09-30

 2024-03-31

 lsak: CarbonTechLimitedMember

 lsak: CarbonTechLimitedMember

 2024-01-22

 lsak: FacilityAgreementScenario4Member

 lsak: FacilityAgreementScenario1Member

 lsak: FacilityAgreementScenario3Member

 lsak: FacilityAgreementScenario1Member

 lsak: FacilityAgreementScenario3Member

 2023-04-01

 2023-04-30

 2024-04-01

 2024-04-30

 lsak: StockIncentivePlan2022Member

 2024-04-11

 2024-04-11

 lsak: PriorToFirstAnniversaryOfGrantDateMember

 lsak: AppreciationLevelOneMember

 lsak: AppreciationLevelOneMember

 lsak: AppreciationLevelTwoMember

 lsak: AppreciationLevelTwoMember

 lsak: AppreciationLevelThreeMember

 lsak: AppreciationLevelThreeMember

 lsak: TouchsidesMember

 2024-04-30

 us-gaap: RestrictedStockUnitsRSUMember

 us-gaap: RestrictedStockUnitsRSUMember

 lsak: AwardDateTwentyNineMember

 lsak: AwardDateThirtyMember

 lsak: AwardDateThirtyOneMember

 lsak: AwardDateThirtyTwoMember

 lsak: AwardDateThirtyThreeMember

 lsak: AwardDateSixteenMember

 lsak: AwardDateSeventeenMember

 lsak: AwardDateEighteenMember

 lsak: AwardDateNineteenMember

 lsak: AwardDateTwentyMember

 lsak: AwardDateTwentyTwoMember

 lsak: AwardDateTwentyOneMember

 lsak: AwardDateTwentyFourMember

 lsak: AwardDateTwentyThreeMember

 lsak: AwardDateTwentyFiveMember

 lsak: AwardDateTwentySevenMember

 lsak: AwardDateThirtyMember

 lsak: AwardDateThirtyNineMember

 lsak: AwardDateFortyOneMember

 lsak: AwardDateThirtyFourMember

 lsak: AwardDateThirtyFiveMember

 lsak: AwardDateThirtySixMember

 lsak: AwardDateFortyTwoMember

 lsak: AwardDateTwentyNineMember

 lsak: AwardDateFortyThreeMember

 lsak: AwardDateFortyFiveMember

 lsak: AwardDateFortySixMember

 lsak: AwardDateThirtySevenMember

 lsak: AwardDateThirtyEightMember

 lsak: AwardDateFortySevenMember

 lsak: FirstAnniversaryOfGrantDateOfDecember32023Member

 lsak: VestOnJanuary312026Member

 2024-06-01

 2024-05-01

 2024-05-31

 2023-11-01

 2024-06-01

 2024-01-01

 2024-01-31

 2024-02-01

 2024-02-29

 lsak: NedbankShortTermCreditFacilityMember

 us-gaap: DomesticLineOfCreditMember

 us-gaap: OtherRestructuringMember

 us-gaap: OtherRestructuringMember

 srt: ScenarioForecastMember

 2024-07-01

 2025-06-30

 lsak: ReturnOnAverageNetEquityOfLessThan8Member

 2017-08-02

 2017-08-02

 2017-08-02

 lsak: HeldToMaturityInvestmentsMember

 lsak: HeldToMaturityInvestmentsMember

 lsak: VwapLevelThreeMember

 lsak: AwardDateTwentySixMember

 lsak: October2023Member

 lsak: October2023Member

 lsak: FacilityAgreementScenario1Member

 lsak: FacilityAgreementScenario3Member

 lsak: ValutsMember

 us-gaap: ComputerEquipmentMember

 us-gaap: ComputerEquipmentMember

 us-gaap: OfficeEquipmentMember

 us-gaap: OfficeEquipmentMember

 us-gaap: VehiclesMember

 us-gaap: VehiclesMember

 us-gaap: FurnitureAndFixturesMember

 us-gaap: FurnitureAndFixturesMember

 lsak: SoftwareIntegratedPlatformAndUnpatentedTechnologyMember

 lsak: SoftwareIntegratedPlatformAndUnpatentedTechnologyMember

 us-gaap: LicensingAgreementsMember

 us-gaap: TrademarksAndTradeNamesMember

 us-gaap: TrademarksAndTradeNamesMember

 us-gaap: AllOtherSegmentsMember

 us-gaap: AllOtherSegmentsMember

 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
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
 assessment
of
the
effectiveness
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
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,
2023
(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 $
 125,426,157
. This calculation
does not reflect
a determination that
persons are affiliates
for any other
 purposes.
 As of September 11, 2024,
 63,243,350

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
2024
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, 2024
 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
Report.
You
should
carefully
review the
risk factors
 described
in other
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 2025
fiscal year, which runs from July 1, 2024 to June 30,
2025.
 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 is
a South
African Fintech
company that
utilizes its
proprietary banking
and payment
technologies to
deliver financial
 services solutions and software to consumers and merchants in Southern Africa.

 Our vision is to build and operate the leading full-service fintech platform
in Southern Africa.
 Our
core
purpose
is
to
to
Africa's
underserviced
consumers
and
merchants,
improving
 people's lives and increasing financial inclusion in the markets in which we operate. We
achieve this through our ability to efficiently
 digitalize the last mile
of financial inclusion,
providing a full-service
fintech platform
offering both cash
and digital, and
facilitating
 the secular shift from cash to digital that is currently taking place.
 We
offer a wide
range of solutions
including transactional
accounts (banking), lending,
insurance, cash management
solutions,
 card acceptance, supplier payments, software services
and bill payments. By providing
a full-service fintech platform in
our connected
 ecosystem, we facilitate the digitization of commerce in our markets.

 In May 2024
we announced the
acquisition of Adumo
RF (Pty)
Ltd ("Adumo"), an
acquisition subject to
satisfaction of customary
conditions,
to
close
in
October
2024.
The
continues
Lesaka's
consolidation
in
the
 fintech sector and enhances Lesaka's strengths in both the consumer and merchant
markets.
 Reportable Segments

 We
operate through
two divisions: Our
B2C Consumer Division
("Consumer") and
our B2B Merchant
Division ("Merchant").
 Within these two divisions, Lesaka has four
broad customer types: consumers, micro-merchants, merchants, and
enterprise clients.
 While there are mutually
reinforcing dynamics and overlap
between our verticals,
within each vertical, we
offer distinct brands
 with unique value propositions. Our platform addresses a wide range
of customers that are not generally serviced by our competitors,
 an advantage that we use
to benefit from economies
of scale. We
believe that we deliver
high quality products that
provide excellent
 value to our customers.
 While we
operate in
competed markets,
we believe
that we
are unique
in offering
a comprehensive
product portfolio,
serving
 both formal and informal consumers and merchants with omnichannel
financial services through physical and digital touchpoints.

 Consumer (B2C)

 Customers
 Through Consumer we focus
on individuals who
have historically been excluded
from traditional financial services.
Our products
 are designed for consumers at the lower socioeconomic
end of the market within Living Standards Measures
("LSMs") 1 to 6, which
 comprises approximately
26 million
people as
of 2023
(according to
a report
by Genesis
Analytics). As
date of
this Annual
 Report, we have approximately 1.5 million active consumer customers.
 Products

 We offer
consumers transactional accounts (banking),
insurance, lending (short-term loans),
payments solutions (digital wallet)
 and various
value-added services
to underserved
consumers in
Our value proposition
and products
are designed
to be
 simple, relevant and cost effective for our target
market.

 Merchant (B2B)

 Customers
 Through Merchant, we focus on micro-merchants, merchants and enterprises operating
in the informal and formal sectors of the
 Southern African economy.

 Micro-merchants, or informal sector merchants,
are often sole
proprietors, usually with lower
revenues, that operate in
rural areas
 or in informal urban areas and do not always have access to a full-suite of
traditional banking products.
 Merchants, or
formal sector
merchants, are
generally in
urban areas,
have higher
revenues and
have access
to multiple
 providers.
 Enterprises are large-scale corporate and government
organizations, including but not limited
to banks, mobile network
operators
 ("MNOs") and municipalities.
 Including
micro-merchants
and
merchants,
there
are
more
than
2.7
in
South
of
which
more
than
 890,000
are immediately
serviceable
for
Lesaka.
currently
has over
96,600
in
 Africa, of
which more than
87,000 are in
South Africa (this
excludes the
impact of the
Adumo acquisition,
not effective
at June 30,
 2024 and expected to close in October 2024).
 Products
 To
micro-merchant
and
(B2B),
we
offer
cash
and
digitalization
solutions
our
 proprietary vault
technology,
card acceptance,
supplier payments,
software services,
lending, prepaid
accounts and
bill payments
to
 empower merchants to grow their businesses and transact more efficiently.

 To
larger enterprise
customers (B2B), we offer
bill and supplier
payments and VAS
products through
our proprietary financial
 switch, as well as point of sale device and maintenance, bank and SIM card production
and other specialized technology products.
 Market Opportunity
 Our primary
market is
currently South
Africa with
its approximately
62 million
population and
$381 billion
economy (GDP,
 according to IMF World
Economic Outlook Database as
of October 2023). With
the acquisition of Adumo
(an acquisition subject to
 regulatory approvals
and satisfaction of
customary closing conditions,
expected to close
in October 2024)
we augment our
presence
 in South Africa,
Namibia, Botswana and
Zambia and expand
into Kenya. Together this represents
a 140 million
population addressable
 market, larger than that of Mexico or Japan (GDP according to IMF
World Economic
Outlook Database as of October 2023).

 Over
the
past
decade,
both
inclusion
and
smartphone
penetration
throughout
the
region
have
grown
significantly.
 According to a report
by Genesis Analytics, between 2015
and 2023, the proportion
of low-income workers in South
Africa that had
 used a debit
card to transact
rose from 17%
to 50%. According
to the same
report, between 2015
and 2021, the
proportion of
South
 Africans accessing online
banking services increased
from 31%
to 55%, and
between 2018 and
2024, smartphone penetration
 from 55% to 76%.
 These favorable tailwinds
have helped position
Africa as the fastest-growing
Fintech market globally,
according to a
report by
 Boston Consulting Group that projects growth in the African Fintech revenue pool
to grow by 13 times between 2021 and 2030.
 Given
the
challenges
in
delivering
in
Africa;
however,
many
providers
in
our
 markets continue to rely on expensive and unreliable legacy systems and focus on narrow customer segments with mono-line (single-
 line) products.
 We
believe that this
presents a significant
opportunity for Lesaka
to build and
operate the leading
full-service Fintech platform
 in Southern Africa, empowering underserviced consumers and merchants by delivering
innovative financial services focused on their
 specific needs.

 Competition
 With our comprehensive offerings to
both consumers and merchants, we compete with a wide range of service providers. While
 there are
competitors for
specific products
and services,
few offer
end-to-end solutions,
particularly in
the lower-income
 market and the informal merchant market, where we have a significant footprint
and strong penetration.
 In our
Consumer Division,
there are
a number
of traditional
and digital
providers of
low-cost transactional
bank accounts
and
 micro financial services. These include South African banks such as
FNB, Standard Bank, Absa, Nedbank, African Bank and Capitec,
 the South African
Post Bank, and digital
banks such as, Tyme
Bank and Bank
Zero. In the South
African ATM
network market, we
 compete against the South African banks, ATM
Solutions and Spark ATM
Systems.

 In the informal merchant sector, there
are no competitors which offer a comprehensive product
set of cash, card, payment, VAS
 and capital
solutions, such
as ours.
In the
formal merchant
sector there
is significantly
more competition,
with banks
and non-bank
 fintech companies targeting these merchants.

 In card acquiring, competitors include
Yoco,
iKhokha, Sureswipe and the South African
banks; in VAS
and bill payments, they
 include Flash, Blue Label, Shop2Shop, Pay@ and Ukeshe; in lending, they
include Lulalend, Merchant Capital, Retail Capital and the
 South African banks; and in cash management, they include Fidelity,
G4S, Cashnet and the South African banks.
 At an enterprise level, our financial switch and VAS and bill payments business competes with BankservAfrica, Pay@, eCentric
 and Transaction Junction.
 Human Capital Resources
 Over
the
last
two
years
we
have
built
a
diverse
team
of
high-caliber
individuals,
from
organizations,
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 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
training and
programs impact
retention,
and
we believe
that our
willingness to
 invest
in
contributes
to
satisfaction
and
belonging.
This
increases
loyalty,
which
will
in
turn
 contribute
to employee retention. We
offer the following development programs to enhance employee
performance and skills:
 •
 unemployed and employed learnerships;
 •
 internships;
 •
 leadership development programs;
 •
 training programs;
 •
 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 resources team
 emphasizes 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, 2024, the composition of our workforce was:
 •
 55% female and 45% male;
 •
 40% between 18 and 34 years old, 55% between 35 and 54 years old, and 5% over
55 years old; and
 •
 69% Black, 11% two or more races, 8% Indian and 12%
White.
 We have no
female named executive officer.
 We
continue
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, is externally benchmarked 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.

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
2024,
2023 and
2022,
is
 presented in the table below:
 Number of employees
 2024
 2023
 2022
 (1)
 1,333
 1,306
 1,826
 (1)
 1,189
 Total segments
 2,522
 2,296
 2,650
 Group
 (1)
 Total
 2,531
 2,303
 2,657
 (1) Consumer includes one executive officer for each of fiscal 2024, 2023 and 2022. Merchant includes one executive officer
for
 each of fiscal 2024, 2023 and 2022. Group includes two executive officers
for fiscal 2024 and 2023 and three for fiscal 2022.
 On a functional basis, four of our employees are our named
executive officers, 1,350 were employed in sales and marketing, 500
 were employed in finance and administration, 266 were employed in information
technology and 411 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
 Executive Chairman and Director
 Naeem E. Kola
 Group Chief Financial Officer and Director
 Lincoln C. Mali
 Chief Executive Officer: Southern Africa and Director
 Steven J. Heilbron
 Executive and Director

has been our Executive
Chairman since February
1, 2024. He is
a fintech investor and
entrepreneur. He
 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
strategy
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.
 Naeem E. Kol
 a has been our Group Chief Financial Officer since March 1, 2022. 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
Officer.
Prior
to
becoming
Chief
Officer,
Mr.
Kola
was
Senior
Vice
President
for
Investments,
Strategy
and
 Business Planning at EMP. Since the acquisition of EMP by Network International in 2017, Mr. Kola has been an
Operations Director
 and Strategic Advisor to the emerging market private
equity firm Actis, where he again focused on fintech businesses.
 Lincoln
C.
Mali

has
been
our
Chief
Officer:
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

has been the Chief
Executive Officer of the Connect Group since
2013 and joined us
following the acquisition
 of Connect
same capacity.
Mr.
Heilbron has
two decades
of financial
services experience,
having spent
19 years
working for
 Investec in South Africa
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 February 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
in
this
Report
contains
detailed
 information about our operating segments for fiscal 2024, 2023 and 2022. 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
 2024
 2023
 2022
 2024
 2023
 2022
 $'000
 $'000
 $'000
 $'000
 $'000
 $'000
 537,594
 505,558
 215,046
 286,700
 300,104
 359,725
 India (MobiKwik)
 -
 -
 -
 Rest of the world
 26,628
 22,413
 7,563
 2,548
 2,197
 2,811
 Total
 365,545
 378,598
 438,833
 (1)
Refer to
Note 16
audited consolidated
in this
Annual Report
which contains
detailed
 financial information about our revenue for fiscal 2024, 2023
and 2022.

 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
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 STOCK
 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
complete
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
strategy
to
return
the
to
 profitability and positive cash flow. We have made significant progress on both of these initiatives however we cannot assure you that
 we will be able to complete our strategy 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
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.
 In 2017
and 2018 we
suffered significant
reputational damage
as a result
of irregularities in
the awarding of
the South African
 Social Security Agency ("SASSA")
grant distribution contract in
2012 and allegations of abuse
of group companies' access to social
 grant recipients.
An entirely new
board and management
team were appointed
to develop and
execute the new
strategy however we
 cannot provide assurance that issues related to those events will not resurface
and adversely affect the business.
 We
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,
2024,
we
had
long-term
borrowing
of
ZAR
2.6
($143.2
translated
at
 exchange rates
30, 2024). We
financed our acquisition
of Connect
in April 2022
through South
African bank borrowings
 of ZAR 1.1 billion
($71.7 million, translated at
closing date exchange
rate (as defined in the
Sale Agreement) of $1:ZAR
14.65165).
 The borrowings
are secured
by a
pledge of
certain of
our bank
accounts, and
the cession
of Lesaka's
shareholding
in certain
 subsidiaries. These borrowings contain customary covenants that require Lesaka Technologies
(Pty) Ltd ("Lesaka SA") to maintain a
 specified total asset
cover ratio and restrict
the ability of
Lesaka, 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 loan agreements also include a credit enhancement mechanism of ZAR
350 million ($23.9 million, translated at closing date
 exchange rate), which has been provided by investment
funds managed by Lesaka's
largest shareholder, Value
Capital Partners (Pty)
 Ltd ("VCP")
which includes
a contingent
subscription for
new shares.
There can
be no
assurance that
VCP will
perform under
the
 commercially agreed
terms and failure
by it to
fulfil its obligation
under the credit
enhancement mechanism
may put our
funding or
 future repayments at risk.
 We also
have borrowings through
Connect. Connect's
credit facilities include (i)
an overdraft facility (general
banking facility)
 of ZAR 205.0
million (of which
ZAR 170.0 million
has been utilized);
(ii) Facility A
of ZAR 705.5
million; (iii) Facility
B of ZAR
 550.0 million (both fully utilized and ZAR 512.5 million outstanding after scheduled repayments); and (iv) an asset-backed facility of
 ZAR 200.0 million (of which ZAR
152.3 million has been utilized). These borrowings are secured
by a pledge of, among other things,
 Cash Connect Management Solutions'("CCMS")
entire equity interests in
its subsidiaries and investments
and any claims
outstanding.
 These
borrowings
contain
covenants
that require
CCMS to
maintain
specified debt
service,
cover and
leverage
 ratios.
 Within our merchant lending
operations, we have
borrowing arrangements through
Cash Connect Capital
(Pty) Limited ("CCC").
 CCC has a
ZAR 300
million revolving
credit facility agreement
.
We
have utilized
approximately ZAR
215.3 million
30,
 2024.
This
contains
covenants
that
the
borrowing
parties
to
collectively
maintain
a
specified
 adequacy ratio, restrict the ability of the 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.
 We
need to
significantly grow
our consumer
operations in
order to
ensure their
profitability and
long-
 term sustainability.
 Following the conclusion of our contract
with SASSA, we refocused our resources and technology
on the provision of financial
 inclusion services
target market
and currently
have an
established base
of approximately
1.5 million
customers. Our
strategy
 involves significantly expanding this base over
the coming years. While
we believe that our financial
services offerings are convenient
 and cost-effective,
the success
strategy will
depend on
the extent
to which
we successfully
market our
to grow
the
 customer base.
 Factors that may prevent us from successfully operating and expanding our
Consumer Division include, but are not limited to:

 •
 insufficient adoption and utilization of our products and
services;
 •
 inability to access sufficient funding for our ATM
infrastructure;
 •
competition
in
the
marketplace
and
restrictions
imposed
by
SASSA
or
the
South
government
on
the
 manner in which grant recipients may transact;
 •
 political interference and changes in the regulatory environment;
 •
 failure to comply with laws and regulations related to our Consumer lending
business;
 •
 failure to comply with anti-money laundering and anti-corruption laws and
regulations;
 •
 cyber-attacks, data breaches and data leaks;
 •
 further civil unrest similar to that experienced in July 2021;
 •
 loss of key technical and operations staff;
 •
 expired property leases disrupting business operations; and
 •
 logistical and communications challenges, including scheduled and unscheduled
power supply disruptions.
 Failure
to
complete,
or
delays
in
completing,
the
Adumo
acquisition,
could
and
 affect our results of operations and stock price.
 The completion of
the Adumo
acquisition is subject
to a
number of conditions
precedent, including receipt
of regulatory approvals
 and certain third-party consents. Some of these conditions are outside
our control.
 To
complete
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.

the completion
acquisition is
conditional
on, among
other things,
no action
or circumstance
occurring that
 would result in a material adverse effect on the Adumo'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 Adumo acquisition.
 Even if we complete the
Adumo acquisition, we may experience
unforeseen events, changes or
circumstances that may adversely
 affect us. For example, we may incur unexpected costs, charges or
expenses resulting from the transaction, including charges to future
 earnings if Adumo's business
does not perform as expected. Our expectations regarding
Adumo's business and prospects may not
be
 realized,
as a
of
in
the
condition
markets
that Adumo
serves.
In
addition,
there
are
risks
 associated with
Adumo's
product and
service offerings
or results
of operations,
including the
risk of
failing to
comply with
 regulatory rules required to operate its business.

 Further, there are
numerous challenges, risks
and costs
involved with integrating
the operations
of Adumo
with ours.
For example,
 integrating Adumo into
our company will require
significant attention from our
senior management which
may divert their attention
 from
our
day-to-day
The
difficulties
of
integration
may
also
be
by
cultural
differences
our
two
 organizations and the necessity of retaining and integrating personnel,
including Adumo's key employees.

 Our Sarbanes-Oxley
Act of
2002 ("Sarbanes")
management certification
and auditor
attestation regarding
the effectiveness
of
 our internal
financial reporting
as of
2024, excludes
the operations
of Adumo,
as we
only expect
to close
the
 transaction in fiscal 2025.
The requirement to evaluate
and report on our
internal controls also applies
to companies that we
acquire.
 As a group of
South African private companies,
Adumo is not required
to comply with Sarbanes
prior to the time
we acquire it.
The
 integration of
Adumo into
our internal
financial reporting would
be expected
to require
significant 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 into our
internal control over financial reporting for
fiscal 2025, our internal
control over financial reporting may
 not be effective.
 If some or all
of the aforementioned or
other risks materialize, our
ability to realize the
anticipated benefits of Adumo
could be
 materially impaired, 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
 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,
we may
locate suitable
candidates at
prices that
we consider
 appropriate.
If
we
do
identify an
appropriate
candidate,
we
may
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
 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
 The difficulties
of integration
increased by
the necessity
of integrating
personnel with
disparate business
backgrounds
and
 combining
corporate cultures.
We
also may
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
between Israel
and Hamas,
 may adversely affect our business and results of operations.
 The current
conflict between
Russia and
Ukraine and
between Israel
and Hamas
are creating
substantial uncertainty
about the
 future of the
global economy.
Countries across the
globe are instituting
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 Russian and Ukraine and Israel-
 Hamas 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 and 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
on-going electricity disruptions
during calendar 2022
and 2023, a
significantly weak USD/
ZAR exchange rate
 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 of our
customers to repay
our loans or to
pay their insurance
premiums.
 If
institutions
and
retailers experience
decreased
demand
for
their products
and services,
our
hardware,
software,
 technology sales and processing revenue could decrease.
 Our investment in MobiKwik
subjects us to certain
risks, including the possibility
of fluctuations in the
 carrying value based on readily determinable fair values. In addition, our ability to dispose of our interest in
 MobiKwik on acceptable terms, or at all, may be limited under certain circumstances.
 We
have elected to
account for our
investment in MobiKwik
at cost minus impairment,
if any,
plus or minus changes
resulting
 from observable
price changes
in orderly
transactions for
the identical
or similar
instrument of
the same
issuer because
it does
not
 have a readily determinable fair value. The determination of the fair value of an investment requires us to make significant judgments
 and estimates and we are required to
base our estimates on assumptions which
we believe to be reasonable, but
these assumptions may
 be unpredictable and inherently uncertain. The value of our investment in MobiKwik as of
June 30, 2024 and 2023, was $76.3 million
 and was determined
based on a
share issuance concluded
by MobiKwik in
June 2021, implying
a fair
value per equity
share of $12.275.
 We did not identify any observable price changes during either of fiscal 2024, 2023 and 2022 and therefore did not adjust the value of
 our investment during the years ended June 30, 2024, 2023
and 2022, respectively.
 MobiKwik originally intended to complete its initial public offering
in November 2021. However, MobiKwik
delayed its initial
given
prevailing
at
the
time
and
has
indicated
its
intention
to
pursue
an
initial
listing
in
 calendar 2024. MobiKwik filed its draft red herring prospectus in January 2024.
 We
may
need to
record a
write-down of
the carrying
our investment
in MobiKwik
future (i)
if it
is unable
to
 successfully complete its contemplated initial public offering, (ii) due to fluctuations in its market price upon listing, including during
 the lock up
period after its
initial public
offering, or
(iii) if it
has not listed,
there is an
observable transaction
indicating a
which is
lower than
our
2024 price
per share.
Furthermore,
it may
be difficult
to dispose
of some
or all
 investment on acceptable terms, if at all, if MobiKwik fails to list.
 Our
to
fund
our
ATM
network
that
we
continue
to
have
access
to
sufficient
 facilities, which requires compliance with restrictive and financial covenants.
 The operational
maintenance
ATM
network,
along with
an increase
banking
client base,
necessitates
 access to large
amounts of cash
to stock the
ATMs
and maintain uninterrupted
service levels. We
have credit facilities
from a South
bank
which
as
well
as
restrictive
and
covenants.
The
and
 covenants included in our lending facilities 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 in South Africa, 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 and financial condition would suffer.
 We may not be able to extend the terms
of these debt facilities or
refinance them, in each case, 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
 our debt facilities, any adverse change to the terms
of our credit facilities, or a
significant reduction in the amounts available under our
 credit facilities,
or our
failure to
increase our
facilities if
required. 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 six months or less and all of our merchant lending through Connect is for
 a period
of less
than 12
months. We
have created
an allowance
for doubtful
finance loans
receivable related
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
organizations,
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
future
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,
we may
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
 maintain
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.

 System failures, including breaches in the security of our system, could harm our business.
 We
may experience
system failures
from time
to time,
and any
lengthy interruption
in the availability
back-end system
 computers could harm our business and severely affect our customer relationships. Frequent or persistent interruptions in our services
 could cause current or potential
customers and users to
believe that our systems are
unreliable, leading them to
avoid our technology
 altogether, and could permanently harm our reputation and brands. These interruptions would increase the burden on our staff, which,
 in turn, could delay our
introduction of new applications and
services. Finally, because our customers may use our products
for critical
 transactions,
any
system
failures
could
in
damage
to
our
customers'
businesses.
These
could
seek
 compensation from us for their losses. 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
may be vulnerable
to breaches in
 due
to
defects
in
the
mechanisms,
the
system,
applications
or
the
hardware
platform
as
well
as
risk
 introduced
into
our
environment
third
party
supplies,
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 damage claims. We
have not yet experienced any significant security breaches affecting
our business.
 Despite any precautions we may take, the occurrence of a natural disaster or other unanticipated problems with our
system could
 result in lengthy interruptions
to our services. Our current
business interruption insurance may
not be sufficient to
compensate us for
 losses that may result from interruptions in our service as a result of system failures.
 Cash
Paymaster
Services,
or
CPS,
has
been
placed
into
liquidation.
While
no
claim
has
been
made
 against Lesaka for CPS' obligations, we cannot provide assurance that no such claim will be made.
 CPS has significant obligations and ongoing litigation related to its SASSA contract and has been placed into liquidation. While
 no claim has been made against Lesaka to be held liable for CPS' current
obligations or any future obligations under any future court
 judgments, and while we do not believe that there would be a legitimate legal basis for any such claims, we cannot assure you that no
 such claim
made against
us. If
SASSA or
another
third party
were to
seek and
ultimately succeed
in obtaining
a judgment
 against us in respect of CPS' liabilities, any such judgment would have a material
adverse effect on our financial condition, results of
 operations and cash flows.

 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
patents, trademarks
or other
intellectual property
rights or
to protect
our trade
secrets could
 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 foreign countries may not protect our
 intellectual property
rights to
the same
extent as
do the
laws in
countries where
we currently
have patent
protection. Our
means of
 protecting our intellectual property rights in countries where we currently have patent or trademark 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
and
services,
to
expend
resources
to
develop
non-infringing
 technology or
to purchase
licenses or
pay royalties
for other
technology.
if we
are unsuccessful
in defending
any such
 third-party
claims, we
could
suffer
costly judgments
and
injunctions
that could
our business,
 operations or financial condition.
 We
may incur
material losses
in connection
with our
movement of
cash through
our infrastructure
in
 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.
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, and 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,
POS devices, components for our
safe assets, 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, such as the recent
 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 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
 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
long-term
returns,
mortality,
morbidity,
persistency
and
costs
and
of
the
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
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 Africa,
an emerging market, 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
systems
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;
 •
adverse
in
laws
and
practices,
import
and
export
license
requirements
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
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.
it is
possible that
we may
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
 Amended
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 of the verification
certificate.
We currently
have
 a level 4 BEE rating for our South African business.
 Certain of our South African
businesses are subject to either
the Amended Information and
Communication Technology
Sector
 Code, or ICT Sector Code, or the
Amended Financial Services Sector Code,
or the FS Sector Code. The ICT
Sector Code and the FS
 Sector Code have been amended and aligned with the new
BEE Codes and were promulgated in November 2016 and December
2017,
Licensing
and/
or
regulation
authorities
overseeing
these
South
may
set
minimum
adherence
 requirements to BEE standards as a condition for an operating license to
trade.
 The BEE scorecard includes
a component relating to management
control, which serves to determine
the participation of Black
 people
the
board,
as
well
as
at
various
levels
of
a
measured
entity
(including,
 inter
alia
,
 Management, Senior
Management, Middle
Management and
Junior Management).
The BEE
Codes and/or
Sector Codes
define the
 terms
"
 Senior
 ",
"
 Middle
 "
and
"
 Junior
 "
as
those
occupational
categories
as
in
 accordance
with
the
Employment
Regulations,
with
specific
emphasis
on
improving
participation
in
proportion
to
the
 demographics
Economically Active
Population
of South
as published
by Statistics
South
from time
to time.
 Employment Equity 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-
with
the Employment
legislation
and misrepresented
submissions.
Annexure
EEA9
Employment
 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.

 We
have taken a
number of actions
as a company
to increase empowerment
of Black (as
defined under applicable
regulations)
 South Africans.
For instance,
the South
African competition
authorities approved
the Connect
transaction subject
to certain
 interest conditions
relating to
employment, increasing
the spread
of ownership
by historically
disadvantaged people
("HDPs"), and
 investing
in both
enterprise and
supplier development.
Further to
increasing the
spread of
ownership
by HDPs,
to
 establish
an
Employee
Share
Ownership
Plan
scheme
("ESOP")
months
of
the
of
the
that
 complies with certain design principles. This will benefit the workers of the merged entity and result in them receiving a shareholding
company equal
in value
to at
least 3%
issued shares
company as
of April
14, 2022.
If within
24 months
 implementation date of the transaction, we generate a positive net profit for three consecutive quarters, the ESOP shall increase to 5%
 of the issued
shares in our company
as of April 14,
2022. The final structure
of the ESOP is
contingent on shareholder
approval and
 relevant regulatory and governance approvals. The ESOP had not been
established as of the date of this Annual Report.
 During fiscal 2024, we made cash contributions to 31 community-based organizations and enterprises to enable them to
promote
and
strengthen
their
capacity
to
develop
innovative
platforms
or
to
the
markets
they
serve.
We
provided
 funding
to build
necessary
infrastructure
to a
high
school
based
in
a rural
community
and
also
contributed
800 mobile
devices
to
 disadvantages South
African scholars.
We
have also
established a
fund to
aid vulnerable
communities affected
by fires
and floods.
 Our donations to
this fund included
food, blankets, and
replacements for personal
belongings and household
goods, helping community
 members recover and regain economic stability. 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 with
 both government and private sector clients, 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. 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
 and we continually
seek ways to
improve our BEE
Status Level, especially
the ownership element
(so-called "equity element")
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 Eskom has been unable to generate and
supply the amount of electricity required by the South African economy which
 has resulted in significant and
often unpredictable electricity supply disruptions. Eskom has
implemented a number of short- and
long-
 term mitigation
plans to correct
these issues but
supply disruptions
continued
to occur
regularly and
with no predictability
in recent
 years,
although
consistency
of
electricity
supply
has
improved
significantly
since
April
2024.
As
part
of
our
continuity
 programs, we have
installed back-up diesel
generators in order
for us to continue
to operate our core
data processing facilities in
the
 event of intermittent disruptions to our electricity supply. We have to perform regular monitoring 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,
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
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. Government policies aimed at alleviating and redressing the disadvantages suffered by the majority of
 citizens
under
previous
governments
may
our
costs and
reduce
our
profitability,
all of
which
could
negatively
our
These
problems
may
prompt
emigration
of
skilled
workers,
hinder
into
South
and
impede
economic
 growth. As a result, we may have difficulties attracting and retaining
qualified employees.
 The
economy
of
South
is
exposed
to
high
rates
of
inflation,
and
corporate
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
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.
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. 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,
 business,
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.
our payment
processing and
financial services
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
business,
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
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
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,
such as
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
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
not be subject
to these
laws. Such a
 violation,
even
if
our
prohibit
it,
could
and
our
reputation,
business,
of
and
 financial condition.
 We
do not
have a South
African banking license
and, therefore, we
provide our EPE
solution through
 an arrangement with
a third-party bank,
which limits our
control over this
business and the
economic benefit
 we derive from it.
If this arrangement were
to terminate, we would
not be able to operate
our EPE business
 without alternate means of access to a banking license.
 The
South
retail
banking
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 Grindrod Bank, a subsidiary
of African Bank Limited, that
enables us
 to implement
our EPE
program in
relevant laws
and regulations.
If this
agreement
were to
be terminated,
we
 would
not
be
able
to
operate
these
unless
we
were
able
to
obtain
access
to
a
banking
license
alternate
means.
 Furthermore, we have
to comply with the
South African Financial
Intelligence Centre Act,
2001 and money
laundering and terrorist
 financing
when
we
open
new
bank
for
our
and
when
they
transact.
Failure
to
effectively
 implement and
monitor responses
legislation and
regulations may
significant fines
or prosecution
of Grindrod
Bank
 and ourselves.

 In
addition,
the
South
Advisory
and
Intermediary
Services
Act,
2002,
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,
or FSP,
license on June
9, 2015, and
EasyPay Financial
Services (Pty) Ltd
was
a FSP
license on
July 11,
2017. If
our FSP
licenses are
withdrawn or
suspended, we
stopped from
continuing our
services businesses in South Africa unless we are able to enter into a representative arrangement
with a third party FSP.
 Furthermore, the
proposed Conduct
of Financial
Institutions Bill
will make
significant changes
current licensing
regime
 however, the current proposal is that existing licences will be converted. The second draft of the Conduct of Financial
Institutions Bill
 was published for public comment on September 29, 2020.

 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,
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 2024
fiscal year, our stock price ranged from a
low
 of $3.00 to a high of $5.33. 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
or
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
our common
stock to
the IFC Investors,
of which,
as of
 2024,
the
IFC
Investors
held
7,366,866
shares.
We
the
IFC
Investors
rights,
the
right
to
us
to
any
share held
IFC Investors
to
the
May
2016 transaction
upon
the occurrence
of specified
triggering
 events,
which
we refer
to as
a
"put
right."
The put
price
the higher
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
by
 the 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 in the future 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
35%
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 35% 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 24% and 11%
of our outstanding common stock as of June 30,
 2024,
 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
in order
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
 and any such additional shares would likely be freely tradable, which could
adversely affect the trading price of our common
stock.
 We
have
identified
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
to
and
our
goodwill
assessment.
A
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
our annual
or interim
statements would
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 consolidated financial statements 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
insufficient
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
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,
over financial reporting.
A "material weakness"
is a deficiency,
or a combination
of deficiencies, in
 over financial reporting such that
there is a reasonable
possibility that a material misstatement
of annual or interim
 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,
such as Adumo, may not be required to comply with Sarbanes prior
to the 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
 and
other
personnel
and
may
our
costs.
If
we
fail
to
successfully
integrate
the
of
these
 companies into our internal control over financial reporting, our
internal control over financial reporting may not be effective.
 While
we
continue
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.
 You
may
experience
difficulties
in
effecting
of
legal
process,
enforcing
judgments
or
 bringing
original
actions
based
upon
U.S.
laws,
federal
laws
or
other
laws,
 against us or certain of our directors and officers and experts.
 While Lesaka is incorporated in the state of Florida, United States, the company is headquartered in Johannesburg, South Africa
 and substantially all of the company's
assets are located outside the United
States. In addition, the majority of
Lesaka's directors and
 all
its
reside
outside
of
the
United
States
and
the
majority
of
our
experts,
our
independent
registered
 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
laws,
substantially
all
of
our
are
located
outside
the
United
States.
 Moreover, it may not be possible for
you to effect service of legal process upon the majority of
our directors and officers or upon our
 experts within
the United
States or
elsewhere outside
and any
judgment obtained
against any
foreign directors,
 officers and experts in
the United States, including
one based on the
civil liability provisions of the
U.S. federal securities laws,
may
 not be collectible in the United States and may not be enforced by a South African
court.
is not
a party
to any
treaties regarding
the enforcement
of foreign
commercial judgments,
as opposed
to foreign
 arbitral awards. Accordingly, a foreign judgment that
is not recognized in
South Africa has
no extra territorial effect, and
is not directly
 enforceable in South Africa, but
constitutes a cause of action
which may be recognized and enforced
by South African courts provided
 that:
 •
 the court which
pronounced the judgment
had international jurisdiction
and competence to entertain
the case according to
 the principles recognized by South African law with reference to the jurisdiction
of foreign courts;

 •
 the judgment is final and conclusive (that is, it cannot be altered by the court which
pronounced it);

 •
 the judgment has not lapsed;
 •
 the recognition and
enforcement of the
judgment by South African
courts would not
be contrary to public
policy in South
 Africa, including observance of the rules of natural justice which require
that no award is enforceable unless the defendant
 was duly served with documents
initiating proceedings, that he
or she was given a
fair opportunity to be
heard and that he
 or she enjoyed the right to be legally represented in a free and fair trial before an impartial
tribunal;

 •
 the judgment was not obtained by improper or fraudulent means;
 •
 the
judgment
does
not involve
the
enforcement
of a
penal
or
law or
any
award
of multiple
or punitive
 damages; and

 •
 the enforcement of the judgment is not otherwise precluded by the provisions of
the Protection of Business Act 99 of 1978
 (as amended), of the Republic of South Africa.
 It has been the policy
of South African courts to award
compensation for the loss or damage
actually sustained by the person
to
 whom the compensation is awarded. South African courts have awarded compensation to shareholders who have suffered damages as
 a result
of a
diminution in
the value
of their
shares based
on various
actions by
the corporation
and its
management. Although
the
 award
of punitive
damages
is generally
unenforceable
South
African legal
system, that
mean
that such
awards are
 necessarily
contrary
to
policy.
The
award
of
punitive
damages
is
governed
by
the
relevant
South
legislation,
the
 Conventional Penalties Act 15 of 1962 (as amended).

 Whether a judgment
was contrary to
public policy
depends on the
facts of each
case. Exorbitant,
unconscionable, or
excessive
 awards will generally be contrary to public policy. South African courts cannot enter into the merits of a foreign judgment and cannot
 act as a court of appeal or review over the foreign court. Further, if a foreign judgment is enforced by a South African court,
it will be
 payable in South African currency unless approval is obtained from SARB or an Authorised Dealer of SARB, to settle the judgement
 in another
currency.
Also, under
South Africa's
exchange control
laws, the
approval of
SARB or
an Authorised
Dealer is
 before a defendant
resident in South Africa
may pay money to
a non-resident plaintiff
in satisfaction of a
foreign judgment enforced
 by a court in South Africa.

 It is
doubtful
whether an
original action
United States
federal
securities laws
may
be brought
before South
 courts. A plaintiff who
is not resident in South Africa may
be required to provide security for
costs in the event of proceedings being
 initiated in
Furthermore, the
Rules of
the High
Court of
require that
documents executed
outside South
 Africa must be authenticated for the purpose of use in South African courts. In reaching the foregoing conclusions in respect of South
 Africa, we consulted with our South African legal counsel, Werksmans
Inc.

 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
other litigation
and legal
risk and
reputational risk.
 We
have
implemented
a
risk-based
approach
to
identify
and
assess
the
cybersecurity
threats
that
could
our
and
 information systems. Our cybersecurity
program is aligned with industry
standards and best practices, specifically
the Payment Card
 Industry
Data
Security
Standard
("PCI
DSS")
and
the
National
Institute
of
Standards
and
("NIST")
Cybersecurity
 Framework. 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 the best IT security environment is
implemented at our company. We use various tools
 and
methodologies
to
manage
cybersecurity
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) monitoring with
internal 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
 cybersecurity
posture
and
on
an
basis
regular
vulnerability
scans,
penetration
tests,
and
threat
 intelligence
feeds
provided
by
our
respective
vendors.
We
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
which
is
regularly
provided
to
the
 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
depends
on
the availability,
reliability,
and
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"). Our
CISO has
24+ years
of experience
in Information
 Technology,
20 years specifically in IT and
IT Security combined. The CISO also has
a Master's Degree in Information Security from
 Royal Holloway, University
of London.
 As
of
the
date
of
this
Report,
we
do
not
any
risks
from
cybersecurity
threats
have
affected
or
are
 reasonably likely
to materially
affect us,
including our
operations or
financial condition.
It 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,
 We also lease properties throughout South
Africa, including an
approximately 10,000 square foot
manufacturing facility in Lazer
Park,
 Johannesburg, 194 financial
services branches, 14 financial service
express stores and 14 satellite
branches. We
also lease additional
 office space
in Johannesburg,
Cape Town
and Durban, South
Africa; and Gaborone,
Botswana. These leases
expire at various
dates
2029,
assuming
the
of
to
extend.
We
that
we
have
adequate
for
our
 operations.
 ITEM 3.
LEGAL PROCEEDINGS

 Litigation related to CPS

 As
a
of
relating
to,
and
litigation
arising
out
of,
CPS'
SASSA
contract,
the
 exhaustion
of CPS'
legal appeals
against a
court judgment
to repay
additional SASSA
costs, CPS
was placed
into
 liquidation in October
2020. As a
result, CPS' liquidators
are currently in
control of the CPS
liquidated estate
and are managing
the
 affairs in
relation thereto.
We
have proven
our claims
and are
noted as
a creditor
along with
other creditors
liquidated estate.
 See Item
1A—"Risk Factors
—Cash Paymaster
Services, or
CPS, has
been placed
into liquidation.
While no
claim has
been made
 against Lesaka for CPS' obligations, we cannot provide assurance that
no such claim will be made" for additional information.
 There are no other material pending legal proceedings, other than ordinary
routine litigation incidental to our business, to which
 we are a party or of which any of our property is the subject.
 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
the United
States is
Computershare Shareowner
Services LLC,
480 Washington
Blvd, Jersey
City,
New
 Jersey,
07310.
According
to
the
records
of
our
transfer
agent,
as
of
August
30,
2024,
there
were
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
February
5,
2020,
our
board
of
directors
the
replenishment
of
our
existing
share
authorization
to
 repurchase up to an aggregate of $100 million of common stock. The authorization
has no expiration date.

 The table
below presents
information relating
to purchases
of shares
fourth quarter
of fiscal
 2024:
 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 2024
 -
 -
 100,000,000
 May 2024
 (1)
 262,468
 4.84
 -
 100,000,000
 June 2024
 (1)
 3,568
 4.58
 -
 100,000,000
 Total
 266,036
 -
 (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 the 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,
 2019, 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 a wide
range of solutions
including transactional
accounts (banking), lending,
insurance, cash management
solutions,
 card acceptance, supplier payments, software services
and bill payments. By providing
a full-service fintech platform in
our connected
 ecosystem, we facilitate the digitization of commerce in our markets.
 Sources of Revenue
 We
generate our
revenues by
charging
transaction fees
to merchants,
financial service
providers, utility
providers, bill
issuers
 and consumers; by selling airtime to merchants;
by providing loans to merchants and consumers,
and insurance products to consumers
 and by selling hardware, licensing software and providing related technology
services to merchants.
 We act
as a service provider whereby we
own and operate the technology and
apply it in a system ourselves,
charging one-time
 and
ongoing fees
for
the use
system either
on a
fixed or
ad valorem
basis. For
instance,
Connect,
we provide
cash
and payment
services to
a digital
vault which
is located
customer's
premises and
 generate processing revenue from
the provision of
these services. We also offer merchant customers
access to platforms through
which
 we (a)
generate revenue
sale of
prepaid airtime
and (b)
generate fees
from distribution
of VAS,
including prepaid
airtime,
 prepaid electricity,
gaming voucher,
and other
services, to
users of
our platforms.
We
also generate
fees from
debit and
credit card
 transaction processing and interest revenue from qualifying merchant customers who are able to access short-term loans. The revenue
 and
costs
with
these
and
sales
are
in
our
segment.
We
also
generate
fees
from
 consumers utilizing our ATM
network.
 We
provide consumers with
bank accounts from
which we generate
a monthly fee
and also charge
fees on an ad
valorem basis
 for goods
and services
purchased. Usage
bank accounts
also provides
our customers
with access
to short-term
loans and
life
 insurance products. The revenue and costs associated with this approach are
reflected in our consumer operating segment.
 Developments during Fiscal 2024
 This item
generally discusses
our 2024
results compared
2023 results.
Discussions of
our 2023
results compared
 2022 results can be found within our Annual Report on Form 10-K
for the year ended June 30, 2023.
 Fiscal 2024 represents
a transformative year for
Lesaka. The continuation of
our strong and consistent
performance delivered a
 robust improvement
in profitability,
and we believe
the anticipated completion
of the Adumo
acquisition, announced
in fiscal 2024,
 will facilitate
an acceleration
organic
growth story
and cement
Lesaka's
position as
Africa's
leading Fintech.
The
 consistent strengthening in our financial position enables us to continue
pursuing our organic and inorganic growth strategies.

 Operating income of $3.6 million (ZAR 67.3 million) improved $18.9 million (ZAR
342.6 million) compared with an operating
 loss of
$15.3 million
(ZAR 275.3
million) during
fiscal 2023.
We
reported a
net loss
attributable to
the company
of $17.4
 (ZAR 326.1
million) during fiscal 2024 compared with a net loss of $35.1 million (ZAR 629.2
million) during fiscal 2023.
 We
achieved our
Group Adjusted
EBITDA guidance,
a non-GAAP
measure, delivering
$36.9 million
(ZAR 690.9
million) in
 fiscal 2024,
a 55%
increase in
ZAR, compared
to $24.8
445.5
million) during
fiscal 2023,
demonstrating consistent
 execution against our growth strategy.
Refer to reconciliation below at "—Results
of Operations—Use of Non-GAAP Measures"
for
 a reconciliation
of Group
Adjusted EBITDA.
The continued
resilience of
our business
model in
a challenging
environment for
our
 merchant and consumer customers demonstrates the value our customers
place on our services.

 Our mission
at Lesaka
is to
financial services,
including software,
to Southern
Africa's
underserviced consumers
and
 merchants, improving people's lives and
increasing financial inclusion in the markets in which we operate.
We achieved this through
 our ability to efficiently digitalize commerce by providing a full-service fintech platform and facilitating the secular shift from cash to
 digital that is currently taking place.

 Merchant Division

 The year-on-year growth achieved
by our Merchant
Division ("Merchant") is
supported by the
robust secular trends
underpinning
inclusion,
cash management
and
digitalization
to empower
micro-merchants,
and
enterprise
clients to
transact
 efficiently and fulfill their potential.
 Performance in Merchant has been driven by:

 Our
 VAS
and supplier payments

business continues to see adoption by micro-merchants.
 VAS
and supplier payments

 Fiscal year ended June 30,
 2024
 2023
 2022
 2023
 2 year
 CAGR %
 Approximate number of devices in deployment
 87,500
 75,000
 51,000
 17%
 31%
 Throughput for the year (ZAR billions)
 33.0
 27.6
 20.6
 20%
 27%
 Throughput
for
the
year
excluding
international
 money transfers (ZAR billions)
 30.6
 21.4
 13.7
 43%
 49%
 1.
 2024 includes approximately 6,400 devices attributable to the acquisition of Touchsides,
effective May 01, 2024, which are
 not enabled for VAS
and supplier payments on the Kazang platform.

 o
 We
had
87,500 devices
deployed
at June
representing
a 17%
year-on-year
 compared to approximately 75,000
devices one year ago, and
represents a 2-year CAGR of
31% compared to
 June 30, 2022.
 o
 The 87,500 devices
includes approximately 2,300 Touchsides merchants with
devices already enabled for
VAS
 and
supplier
on
the
Kazang
platform
and
an
6,400
Touchsides
devices
which
are
not
 enabled
for
VAS
and
supplier
on
the
Kazang
platform.
These
6,400
sites
present
an
immediate
 opportunity to deploy a Kazang device enabling VAS
sales and supplier payments.
 o
 Core to our device placement strategy
is the decision to focus on
quality business and optimizing our
existing
 fleet, which is reflected in a healthy throughput growth and margin
per device.
 o
 As previously
communicated,
our
product
mix for
VAS
and supplier
sales has
changed
with low-
 margin
money transfers
reducing significantly
a change
regulatory environment
impacting the
 industry as a
whole. Money
transfers comprised
7% of VAS
and supplier
payment throughput
in fiscal 2024
 compared to 22% in
fiscal 2023. This change
has had limited impact
on profitability as money
transfers are a
 very low margin product.
 o
 VAS
and supplier
payments throughput,
excluding the low-margin
money transfers,
increased 43%
year-on-
 year to ZAR 30.6 billion, and represents a 2-year CAGR of 49% compared
to June 30, 2022.
 o
 Whilst we saw growth in our traditional
VAS
products of electricity,
airtime and gaming, much of the growth
 has
been
driven
by
the
uptake
of
our
supplier
platform
by
micro-merchants.
As
we
bring
more
 suppliers onto our platform,
we anticipate these volumes
will continue to grow.
Supplier payment throughput
 volumes increased 124%
in fiscal 2024
compared to fiscal 2023
and now accounts
for approximately 35%
of
 our VAS
throughput volumes, compared to approximately 20% a year ago.
 o
 Touchsides was acquired
at the end of April 2024 (refer below).

 Our
 card acceptance
 solutions to micro-merchants via Kazang Pay and to merchants through Card Connect.

 Card acceptance
 Fiscal year ended June, 30
 2024
 2023
 2022
 2023
 2 year
 CAGR %
 Approximate number of devices in deployment
 51,850
 44,900
 22,650
 15%
 51%
 Throughput for the year (ZAR billions)
 15.6
 12.0
 6.1
 30%
 60%

 Our
 solutions offered to merchants through Capital Connect
in the merchant market.

 Lending

 Fiscal year ended June, 30
 2024
 2023
 2022
 2023
 2 year
 CAGR %
 Capital Connect credit disbursed (ZAR millions)
 (7)%
 9%
 Capital Connect loan book
size at period end (ZAR
 millions)
 (4)%
 11%
 o
disbursed
ZAR
2024,
to
ZAR
in
the
 comparable
last
year,
representing
a
7%
decrease,
reflective
of
challenging
economic
conditions,
 including higher interest rates, experienced by merchants in South
Africa during fiscal 2024
 o
 We
continue
to
see
demand
for
our
however
the
deteriorating
and
 financial strength of many
of our merchants means they
do not meet our credit
criteria, resulting in fewer and
 smaller extensions.
Whilst strict
application of
our credit
criteria has
led to
negative growth,
it has
protected
 and maintained the quality of our book through this cycle. Growth in credit disbursed and the Capital Connect
 loan book size at the end of the year represents a 2-year CAGR of 9% and 11%

 o
Connect's
proposition
is
an
important
in
enabling
the
we
serve
to
 compete and
grow.
Since inception,
Capital Connect
has distributed
more than
ZAR 3
billion of
funding to
 merchants and can provide funding
of up to ZAR 5
million in under 24 hours. Quick
access to affordable and
 flexible opportunity
capital is
vital in
every stage
of a
merchants' lifecycle,
enabling them
to never
miss an
 opportunity.

 o
 In fiscal 2024 Capital
Connect launched
 "Fuel Connect"
, a tailored lending
solution addressing complexities
 in fuel ordering, aimed at solving for merchants' pain points.
 o
 Kazang Pay
Advance, our
lending offering
in the micro
-merchant sector,
was suspended
in early fiscal
2024
 following the decision to discontinue
the current product, especially in
the high interest rate environment. We
 continued
to
explore
other
with
to
this
with
it
now
in
live
pilot
phase.
We
are
 monitoring payment
behavior on a
smaller loan book
and applying stricter
lending criteria before
the official
 relaunch later in fiscal 2025.

 Our
 cash
and
digitalization
 solutions
effectively
"puts
the
bank"
in
4,440
merchants'
 stores.
 Cash management and digitalization

 Fiscal year ended June 30,
 2024
 2023
 2022
 2023
 2 year
 CAGR %
 Approximate number of devices in deployment
 4,440
 4,390
 4,080
 1%
 4%
 Cash
settlements
(throughput)
for
the
year
(ZAR
 billions)
 112.6
 110.1
 102.1
 2%
 5%
 o
 Our cash
business remains
a
vital product
merchant offering
and is
a key
differentiator
for
us in
the
 digitalization
of cash.
We
robust
cash vaults
in
the SME
sector
(Cash
Connect) and
are building
a
 presence
in
the
micro-merchant
sector
(Kazang
Vaults),
which
enables
our
base
to
 significantly mitigate their operational risks pertaining to cash management
and security.

 o
 Whilst there
is trend
towards digital payments,
cash remains
most significant portion
of retail transactions
 especially in informal markets. This business is
primarily exposed to the mid-market SMEs, a
sector which has
 experienced
challenges such
as power
outages,
high
price inflation
and
a slowdown
in consumer
spending,
 over
the
past
months.
This
impacted
the
we
serve
in
this
sector
and
resulted
in
 bankruptcies and vault upliftments which affected
the net growth in the vault estate.
 o
 Our merchants deposited over ZAR 113 billion in cash into our vaults in fiscal 2024 evidencing the value they
 derive from our ability to digitalize this cash and immediately provide access to working
capital.

 Acquisition of Touchsides
 In February 2024
we announced the acquisition
of Touchsides
(Pty) Ltd ("Touchsides")
and the deal
closed on April 30,
2024.
 Touchsides
is a leading
data analytics and
insights company,
and highly
complementary with
our Kazang
business. The
 significantly expands
Kazang's
footprint in
the informal
market by
adding an
established solution
that has
a strong
presence in
the
 licensed tavern market. The business
provides platform-as-a-service ("PaaS") and software-as-a-service ("SaaS") solutions
to licensed
 tavern
outlets,
enabling
the
measurement
of
sales
activity
in
real-time,
of
stock
levels
and
informing
commercial
 decisions, such as pricing and promotional offers.

 The data and insights gathered from these terminals carries significant value and potential to be monetized through relationships
 with
a
range
of
clients
fast-moving
goods
companies,
retailers,
wholesalers,
route-to-market
suppliers,
and
 financiers.

 Touchsides is managed
as part of our micro-merchant business and has been allocated to our Merchant operating
segment.

 Acquisition of Adumo

 In May 2024
we announced the acquisition
of Adumo RF (Pty)
Ltd ("Adumo"), which
is subject to shareholder
and regulatory
 approvals.

 Adumo is an independent
payments and commerce enablement
platform in Southern Africa,
serving approximately 23,000 active
 merchants with
operations across
South Africa,
Namibia, Botswana
and Kenya.
For more
than two
decades, Adumo
has facilitated
 physical and online commerce between retail merchants and end-consumers by offering
a unique combination of payment processing
 and integrated software
solutions, which currently
include embedded payments,
integrated payments, reconciliation services,
 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
 end markets:

 The Adumo
Payments business offers
payment processing,
integrated payments
and reconciliation
solutions to small-
 and-medium
("SME")
in
South
Namibia
and
Botswana,
and
also
card
issuing
program
 management to corporate clients such as Anglo American and Coca-Cola;

 The Adumo ISV business, also known as GAAP,
has operations in South Africa, Botswana and Kenya, and clients in a
 further 21
countries, and
leading provider
of integrated
point-of-sales software
and hardware
hospitality
 industry in Southern Africa, serving clients such as KFC, McDonald's,
Pizza Hut, Nando's and Krispy Kreme;
and,

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

 Adumo generates
the majority
revenue from
per transaction
fees that
are calculated
as a
percentage of
transaction value,
 and software-as-a-service ("SaaS") subscription fees charged to
merchants. As of June
30, 2024, Adumo employed approximately
 employees throughout Southern Africa.
 The
continues
Lesaka's
consolidation
in
the
fintech
sector.
The
ecosystem
will
serve
 approximately 1.7 million
active consumers,
120,200 merchants,
and processes
over ZAR
270 billion
in throughput
(cash, card
and
 VAS)
per year.

 The
combined
Group
will
have
over
3,300
on
the
ground
in
five
countries:
South
Namibia,
 Botswana, Zambia, and Kenya.
 The acquisition enhances Lesaka's strengths in both the consumer
and merchant markets.
 The purchase
consideration will
be settled
through the
combination of
an issuance
of 17,279,803
our common
stock
 and a ZAR 232 million ($12.5
million, translated at the prevailing rate of
$1: ZAR 18.5 as of
May 6, 2024) payment in cash.
The share
was
based
off
of
the
Base
Purchase
Consideration,
as
defined
in
the
agreement,
of
ZAR
1.59
 ($85.9 million),
less
the
ZAR
cash
payment,
implying
a
value
per
share
of
$4.25
((ZAR
1.59
–
ZAR
0.232
 billion)/17,279,803 /
ZAR 18.5). Adumo
shareholders include Apis
Growth Fund I,
a private equity
fund managed by
Apis Partners
 LLP ("Apis"), African Rainbow
Capital ("ARC"), the largest
shareholder of Crossfin Holdings
(RF) Pty Ltd ("Crossfin"),
as well as
 the International Finance Corporation and Adumo management.
 As of September 11, 2024, the majority of shareholder and regulatory approvals required in finalizing this transaction have been
 satisfied. The transaction is expected
to close by October 2024 (quarter two
of fiscal 2025) once the remaining procedural
 closing conditions are satisfied.

 Consumer Division
 In
our
Division
we
offer
transactional
(banking),
insurance,
and
solutions
designed
to
 improve the lives
of historically underserviced
consumers and continue
to deliver against
our strategic focus
areas underpinning our
strategy.
Progress made
on these
levers: (i)
growing active
EasyPay Everywhere
("EPE")
account numbers,
(ii) increasing
per
user
("ARPU")
cross-selling
and
(iii)
cost
optimization,
and
(iv)
enhancing
our
product
and
 offering, resulted in revenue and profitability growth in
the Consumer Division in fiscal 2024.

 Fiscal year ended June 30,
 2024
 2023
 2023
 Transactional accounts
(banking) - EasyPay Everywhere ("EPE")
 Approximate
Gross
EPE
activations
for
the
year
-
Permanent
grant
 recipients (number)
 326,000
 186,000
 75%
 Approximate
Net
EPE
activations
for
the
year
-
Permanent
grant
 recipients (number)
 192,000
 79,000
 143%
 Total active EPE transactional
account base at year end (millions)
 1.51
 1.28
 19%
 Total
active
EPE
transactional
base
at
year
end
-
Permanent
grant
 recipients (millions)
 1.33
 1.10
 21%
 Lending - EasyPay Loans
 Approximate number of loans originated during the year (number)
 1,061,000
 850,000
 24%
 Gross advances (ZAR billions)
 1.7
 1.3
 29%
 Loan book size, before allowances, at year end

(ZAR millions)
 32%
 Insurance - EasyPay Insurance
 Approximate number of insurance policies written in the year (number)
 170,000
 124,000
 37%
 Total active insurance
policies on book at year end (number)
 439,000
 335,000
 31%
 Average revenue per customer per month,
30, (permanent grant
 beneficiaries) (ZAR)
 13%
 1.
 Gross loan book, before
provisions.
 The progress on our key initiatives is as follows:

 Driving customer acquisition
 o
 Gross
EPE
activations,
for
the
permanent
base,
2024
showed
year-on-year
 improvement due
to various strategic
initiatives. We
achieved approximately
326,000 gross account
activations in
 the year, increasing
75% compared to approximately
186,000 in fiscal 2023.
After accounting for churn, net
active
 account growth for the year increased 143%
to approximately 192,000 accounts, compared to approximately 79,000
 in fiscal 2023.
 o
 Our
total
active EPE
transactional
account base
stood
at
1.47 million
at
the end
2024,
of
 which approximately
1.33 million
(or approximately
87%) are
permanent grant
recipients. The
balance comprises
 Social Relief of Distress
("SRD") grant recipients, which was
introduced during the COVID pandemic and
extended
 in calendar year 2023.
 o
 Our priority
is to grow
our permanent
grant recipient
customers base,
where we
can build
deeper relationships
by
 offering other products such as insurance and lending. We do not offer the same breadth of service to the SRD grant
 base due to the temporary nature of the grant.

 Progress on cross
selling
 EasyPay Loans

 o
 We
originated approximately
1.06 million
loans during
with our
consumer loan
book, before
 ("gross book"), increasing
32% to ZAR 548
million as of June
30, 2024, compared
to ZAR 415 million
 30, 2023.
 o
 We have not
amended our credit scoring or other lending criteria and the growth is reflective of the demand
for our
 tailored
loan
product
for
this
market,
in
EPE
bank
base
and
improved
cross-selling
 capabilities.
 o
 The
loan
conversion
rate continues
to improve
the implementation
of
a number
of targeted
 lending campaigns and encouraging results from our digital channels during
the year.
 o
 The portfolio loss ratio
of approximately 6%,
calculated as the loans
written off during
fiscal 2024 as a percentage
 of the total gross
loan book at the
end of the period,
remained stable on an
annualized basis, compared to
fiscal 2023.

 EasyPay Insurance

 o
 Our funeral
insurance product continued
its strong growth
and is a
material contributor
to the improvement
 overall ARPU. We
have been able to improve customer
penetration to approximately 33% of our
active permanent
 grant account base
as of
compared to approximately
31% as
2023. Approximately 170,000
 new policies were
written during
fiscal 2024, increasing
37%, compared
to approximately
124,000 in
fiscal 2023.
 The
total
of
active
has
grown
by
31%
to
439,000
as
of
June
30,
2024,
 compared to June 30, 2023.
 ARPU

 o
 ARPU
for
our
permanent
client
base
has
to
ZAR
as
of
June
30,
2024,
from
 approximately ZAR 80 as of June 30, 2023.

 Economic Environment and Impact of loadshedding
 The economic environment in South Africa remains challenging for our consumer and merchant customers. Whilst inflation
has
 come down
into the top
end of the
Reserve Bank's
target range,
the impact of
the past two
year's high
inflationary and interest
rate
 environment has
impacted consumers.
Likewise, our
merchant customers
have operated
in a challenging
environment, especially
in
 the
formal
SME
where
we
have
seen
the
in
our
cash
and
Notwithstanding
the
challenges,
our
 business model
has proved
resilient, and
we have
managed to
continue growing
our consumer
and merchant
base whilst
delivering
 improved Group Adjusted EBITDA.
 Recent developments have bolstered confidence in our economy.
Whilst, as of the date of this Annual Report, the Reserve Bank
 has not reduced interest rates, there is a
possibility that a downward cycle in interest rates will
start soon. Power cuts, or loadshedding,
 has seen a marked improvement compared to last year. South Africa recently went through more than 100 days without loadshedding.
 The lead up to the
national elections in May 2024 was
a period of significant uncertainty for
South Africa. The eventual outcome, with
 a Government of National Unity being formed, was positively received by
the market, with the stock exchange reaching record highs
 and the bond market recording record inflows, reflecting renewed confidence.
 Overall,
the
South
economy
remains
challenging
with
high
unemployment,
high
rates
and
low
 expectations. We do not foresee
any major changes
however anticipate that
a lower interest
rate environment would
bring much needed
 relief to consumers and merchants in South Africa.
 Improvement in our Broad Based Black Economic
Empowerment ("B-BBEE") rating to level 4
 B-BBEE is
a key
strategic priority
for us. Achievement
of B-BBEE
objectives is
measured by
a scorecard
which establishes
a
 weighting
for
various
elements.
Scorecards
are
independently
reviewed
by
accredited
BEE
verification
agencies
which
issue
a
 certificate that presents an entity's BEE Contributor Status Level, with
level 1 being the highest
and "no rating" (a level
below level 8)
 as the lowest. During fiscal 2023, we made
significant progress in terms of improving our empowerment credentials and
in September
 2023 we
reported that
our independently
verified B-BBEE
rating improved
to a
level 5
rating from
a level
8 rating,
simultaneously
 setting out our aim to achieve a level 4 rating by the end of fiscal year 2024.

 Together with various B-BBEE initiatives and programmes being rolled
out, including our Youth Employment Services ("YES")
 programme, we
achieved this
target during
the second
quarter of
fiscal 2024
and have
received an
independently verified
B-BBEE
 rating of level 4.
 Leadership Changes in fiscal 2024
 On February 29, 2024 Mr. Chris Meyer completed his tenure as
Group CEO of Lesaka, a position he
held since July 1, 2021. Mr.
took
over
the majority
of
Mr.
Meyer's
responsibilities
as Executive
Chairman
of Lesaka
on
March 1,
2024.
Ali
 Mazanderani has been integral to the development of Lesaka's strategy and has been a Non-Executive Director since 2020. As part of
 the change
in leadership,
Mr.
Kuben Pillay,
stepped down
as our
Chairman on
January 31,
2024, and
commenced his
role as
Lead
 Independent Director of Lesaka on February 1, 2024.

 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
future
events
that
the
of
and
and
of
 contingent assets and liabilities.
As future events and
their effects cannot be
determined with absolute certainty,
the determination of
 estimates requires
judgment based
on a
variety of
assumptions and
other determinants
such as
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 understanding
 results of our operations and financial condition.
 Business Combinations and the 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
the fair value
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
or more frequently if circumstances indicating impairment have occurred. 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
unit.
The determination
of
the fair
value
of a
unit requires
us
to
make
judgments
and estimates.
In
 determining the fair value of reporting units for fiscal 2024, our key judgements related to reporting unit revenue growth rates and the
 weighted-average cost
of capital applicable
to peer and
industry comparables
of the reporting
units. In
determining the
fair value of
 reporting units
for fiscal
2023, we
considered entity-specific
growth rates,
future expected
cash flows
to be
used in
our discounted
 cash flow model, and the weighted-average cost of capital applicable to
peer and industry comparables of the reporting units. We base
 our estimates
on assumptions
we believe
to be
reasonable but
that are
unpredictable and
inherently uncertain.
we make
 judgments and assumptions in allocating assets and liabilities to each of our reporting
units.
 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. The
our impairment
tests during
fiscal 2023
indicated that
the fair value
units
exceeded
their carrying
values,
with
the
exception
of
the $7.0
of goodwill
impaired
fiscal 202
3,
as
 discussed in Note 10 to our audited consolidated financial statements.
 Intangible Assets Acquired Through Acquisitions
 The
fair values
identifiable
assets acquired
acquisitions
were determined
by management
using
the
 purchase method
of accounting.
We
did not
identify any
significant intangible
assets related
Touchsides
acquisition in
 2024. We completed the acquisition
of Connect during fiscal 2022 where we identified and recognized intangible assets. We
used the
 relief from royalty method to value identified brands
and the multi-period excess earnings method to value
the integrated platform and
 identified customer relationships. We
have used the relief from royalty method,
the multi-period excess earnings method, the income
 approach
and
the
cost
approach
to
value
other
historic
acquisition-related
assets.
In
so
doing,
we
made
future revenues
and
to develop
the underlying
forecasts, applied
contributory
asset charges,
discount
 rates, exchange rates, cash tax charges 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 assess 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.
 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 which
was held
as inventory
and (b)
distribute VAS,
including prepaid
 airtime vouchers (which
we do
not hold as
inventory), prepaid electricity, gaming voucher,
and other services,
to users
of our platforms.
 The
determination
of whether
we
act as
a principal
or as
an agent
when providing
these services
a significant
of
 judgement and is based on whether (i)
we are primarily responsible for fulfilling the promise
to provide the specified goods or service,
 (ii) we
have
inventory
risk before
the specified
good or
service has
been
transferred
to a
and
(iii) we
have
discretion
in
 establishing the
price for
the specified
good or
service. When
the principal
in a
transaction, such
as when
we purchase
(and
 thus control and assume
inventory risk) prepaid airtime
before selling it to customers
utilizing our platform,
revenue is reported on
a
 gross basis. When
we are an
agent in a
transaction, such
as when we
distribute VAS
on behalf of
our customers,
and do not
 the
good
or
to
be
provided,
is
based
on
the
that
we
are
contractually
entitled
to
receive
for
 performing the distribution service on behalf of our customers using our
platform.

 Valuation
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
caption
"change
in
fair
value
of
securities"
in
our
 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, 2024 and 2023.
We utilized the latest business plan provided by Cell
C management
 for the period ended December 31,
2027, for the June 30, 2024
and 2023 valuations, and the
following key valuation inputs were used:
 Weighted Average
Cost of Capital:
 Between 21% and 26% over the period of the forecast
 Long-term growth rate:
 4.5% (4.5% as of June 30, 2023)
 Marketability discount:
 21% (20% as of June 30, 2023)
 Minority discount:
 24% (24% as of June 30, 2023)
 Net adjusted external debt - June 30, 2024:
 (1)
 ZAR 8 billion ($0.4 billion), no lease liabilities included
 Net adjusted external debt - June 30, 2023:
 (2)
 ZAR 8.1 billion ($0.4 billion), no lease liabilities included
 (1) translated from ZAR to U.S. dollars at exchange rates applicable
as of June 30, 2024.
 (2) translated from ZAR to U.S. dollars at exchange rates applicable
as of June 30, 2023.
 We
believe the
Cell C
business plan
is reasonable
the current
performance and
the expected
changes in
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, 2024.
 Recoverability of equity securities and equity-accounted investments
 We
review our
and equity-accounted
investments for
impairment whenever
events or
circumstances indicate
carrying amount
investment may
recoverable.
In performing
this review,
estimate the
fair
 value of our
equity-accounted investments and other
equity securities. The
determination of the
fair value of
these investments requires
 us to make significant judgments and estimates.

 Other equity securities include our investments in MobiKwik and CPS. These equity securities do not have readily determinable
 fair
and
therefore
we
have
elected
to
measure
these
at
cost
minus
impairment,
if
any,
plus
or
minus
 resulting
from
observable
price
in
orderly
transactions
for
the
identical
or
a
of
the
same
issuer.
If
we
 identify an impairment indicator related
to these equity
securities, we are required
to assess the
carrying value of these
 against their fair
value. We
did not identify
any impairment indicators
during each
of fiscal 2024,
2023
and 2022,
and therefore did
 not recognize any impairment losses related to these equity securities during
those years.
 The determination of the fair value of an investment requires us to make significant judgments and estimates. We are required to
 base our
estimates on
which we
believe to
be reasonable,
but these
assumptions may
be unpredictable
and inherently
 uncertain.
 The Company did
not identify any
observable transactions
during either of
the years ended June
30, 2024, 2023
and 2022, and
 therefore there was no change in
the fair value of MobiKwik
during the year. During the year ended June 30,
2021, MobiKwik entered
 into
a
of
separate
agreements
with
new
to
raise
the
of
shares.
 Specifically,
our
is based
on
an
observable
price
in
an orderly
for
or
identical equity
 securities issued by MobiKwik
in a capital raise concluded
in June 2021, of $245.50
per share. The carrying value
of our investment
 in MobiKwik is
$76.3 million as
2024. Any change
in the fair
value of MobiKwik
is included in
the caption "Change
in
 fair value of equity securities" in our audited consolidated statement of operations
.
 We did
not identify any impairment indicators
during fiscal 2022 and therefore
did not recognize any impairment
losses related
equity-accounted investments
during that
year.
We
performed impairment
assessments
during fiscal
2023, for
our
 investment in
Finbond Group
Limited "(Finbond")
following the
identification of
certain impairment
indicators. The
our
 impairment tests
during fiscal
2024
resulted in
impairments of
$1.2 million
and $1.1
million, respectively,
our
 equity-accounted investments. These impairments are discussed in Note
9 to our audited consolidated financial
statements. On August
 10, 2023, we, through our wholly owned subsidiary
Net1 Finance Holdings (Pty) Ltd, entered into an agreement
with Finbond to sell
 our remaining shareholding to Finbond for a cash consideration of ZAR 64.2
million ($3.5 million), or ZAR 0.2911 per share.

 For
2024,
in
determining
the
fair
value
of
Finbond,
we
used
the
price
of
ZAR
0.2911
referenced
in
the
August
2023
 agreement to calculate
the determined fair value
for Finbond. For
fiscal 2023, in determining
the fair value of
Finbond, as it is
listed
 on the Johannesburg Stock Exchange, its market price as
of the impairment assessment dates, adjusted for a
liquidity discount of 25%.
 We based our estimates on assumptions
we believe to be reasonable but that are unpredictable and inherently uncertain. The fair
our investment
was sensitive
to movements
in its
market price,
which is
quoted in
ZAR, because
we used
the
 market price as the basis of our valuation.
 Deferred Taxation
 We
estimate
our
tax
liability
the
calculations
done
for
the
determination
of
our
tax
liability,
together
with
 assessing temporary
differences
resulting
treatment of
items for
tax and
accounting purposes.
These differ
ences
 result in deferred tax assets and liabilities which are disclosed on our balance
sheet.

 Management then
has to assess
the likelihood
that deferred tax
assets are more
likely than not
to be realized
in the foreseeable
 future. A valuation allowance is
created if it is determined
that a deferred tax asset will not
be realized in the foreseeable
future. Any
 change to the valuation allowance
would be charged or
credited to income in the period
such determination is made. In
assessing the
 need for a valuation allowance,
historical levels of income, expectations
and risks associated with estimates of
future taxable income
 and
prudent
and
practicable
tax
planning
strategies
are
considered.
2024,
2023,
and
2022,
respectively
we
 recorded a net decrease of $5.6 million,
$8.0 million and $1.7 million, to our
valuation allowance. As of June 30, 2024
and 2023, the
 valuation allowance related to deferred tax assets was $114.7
million and $109.1 million, respectively.
 Stock-based Compensation
 Management is required to make estimates and assumptions related to our valuation and recording of stock-based
 charges under
current accounting
standards. These standards
require all share-based
compensation to employees
to be recognized
in
 the
of
their
respective
grant date
fair
over
the requisite
periods
and
also
an
 estimation of forfeitures when calculating compensation expense.

 We utilize the Cox Ross
Rubinstein binomial model to
measure the fair
value of stock
options granted to
employees and directors.
 We
have also utilized
a bespoke adjusted Monte
Carlo simulation discounted
cash flow model to
measure the fair value
 stock with market
conditions granted to
employees and directors.
The stock-based compensation
cost related to
these valuations has
 been
on
a
straight-line
basis.
These
models
estimates
of
a
of
key
inputs
 expected volatility, expected dividend yield, expected term and
risk-free interest rate. Our
management has estimated forfeitures based
 on
historic
behavior
under
plans.
The
fair
value
of
stock
is
affected
by
the
 selected. The fair value calculation is especially sensitive
to our valuation assumption with respect to expected volatility. For instance,
 a 5% increase (to 53%) or 5% decrease (to 43%) in the expected volatility used (of 48%) to value stock options granted in June 2024,
 would result
in a
charge that
was 11%
higher (if
53% were
used) or
11%
lower (if
43% were
used). Net
 expense from continuing operations was $7.9 million, $7.3 million and $3.0
million for fiscal 2024, 2023 and 2022, respectively.
 Accounts Receivable and Allowance for Credit Losses
 We
 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.

 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
renting
safe
assets,
point
of
sale
("POS")
equipment,
receiving
and
maintenance
or
or
 purchasing licenses
or SIM
cards from
us that
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.
 We use historical default experience over the lifetime of loans in order to calculate a lifetime loss
rate for our lending books. The
 allowance for
credit losses related
to Consumer
finance loans receivables
is calculated by
multiplying the
lifetime loss rate
 month-end outstanding lending book.

 Prior to July
1, 2023, we
regularly reviewed the
ageing of outstanding
amounts due from
borrowers and adjusted
its allowance
 based
on
estimate
of
the
recoverability
of
the
finance
loans
receivable.
We
write
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.
 We write 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.

 Lending
 Merchant lending
 The allowance for credit losses related to Merchant finance loans receivables
is calculated by adding together actual receivables
 in
default
plus
multiplying
the
lifetime
loss
rate
with
the
book.
Our
risk
 include adhering to
our proprietary lending
criteria which
uses an
online-system loan application
process, obtaining necessary
 transaction-history
data
and
bureau
checks.
We
consider
these
to
be
appropriate
it
takes
into
a
 variety of factors such as the 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.
The allowance for credit losses
 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
July
1,
2023
and
June
30,
2024,
was
 approximately 1.18%.
The performing
component (that
is, outstanding
loan payments
not in
arrears), under-performing
 (that is, outstanding loan payments that are in arrears)
and non-performing component (that is, outstanding loans
for which payments
 appeared to have ceased) of the book represents approximately 84%, 15% and 1%, respectively, of the outstanding lending book as of
 June 30, 2024.
 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
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
book.
Loans
to
have
a
tenor
of
up
to
six
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
because the
affordability
test it
 performs takes into account a variety of factors such
as other debts and total expenditures on normal
household and lifestyle expenses.
 Additional allowances
required should
the ability
customers to
make payments
when due
deteriorate in
the future.
A
 significant amount
of judgment is
assess the ultimate
recoverability of
these finance loan
receivables, including
 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. The
lifetime loss rate as of each
of July 1, 2023 and June 30, 2024,
was 6.50%.
 The performing
(that is,
loan payments
not in
arrears)
book exceeds
more than
98% of
 lending book as of June 30, 2024.
 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 dies.
 Recent Accounting Pronouncements
 Recent accounting pronouncements adopted
 Refer
to
Note
2 of
our
audited consolidated
statements for
a full
description
of recent
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, 2024
 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, 2024, 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
 2024
 2023
 2022
 ZAR: $ average exchange rate

 18.7070
 17.7641
 15.2154
 Highest ZAR: $ rate during period

 19.4568
 19.7558
 16.2968
 Lowest ZAR: $ rate during period

 17.6278
 16.2034
 14.1630
 Rate at end of period

 18.1808
 18.8376
 16.2903
 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, 2024, 2023 and 2022, 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
 2024
 2023
 2022
 Income and expense items: $1 = ZAR

 18.6844
 17.9400
 15.1978
 Balance sheet items: $1 = ZAR

 18.1808
 18.8376
 16.2903
 We have translated the results of operations and operating segment information for the year
ended June 30, 2024, provided in the
 tables below
using the
actual average
exchange rates
per month
between the
USD and
ZAR in order
to reduce
the reconciliation
of
 information presented to our chief operating
decision maker. The impact of
using this method compared with the average rate
 quarter and year to date is not significant, however, it does result in minor differences.
We believe that presentation using
the average
rates
per
month
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
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
presented
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 was our Group Chief
 Officer until
February 29, 2024
and has been
our Executive Chairman
since March 1,
2024, and our
Group Chief Executive
Officer
 evaluated and our
Executive Chairman evaluates,
segment performance based
on segment earnings
before interest, tax,
 depreciation
and amortization
("EBITDA"),
adjusted for
items mentioned
next sentence
("Segment Adjusted
EBITDA") for
 each operating
segment. We
do not allocate
once-off items
(as defined below),
charges, depreciation
and
 amortization,
of goodwill
or other
intangible assets,
lease
("Lease expenses"),
other
items
(including
 gains or
losses on
disposal of
investments,
adjustments to
securities, fair
value
adjustments
to currency
options),
 interest income, interest expense, income tax expense or loss
from equity-accounted investments to our reportable segments. Once-off
 items represents non-recurring expense
items, including costs related to
acquisitions and transactions consummated
or ultimately not
 pursued. The Lease
expenses reflect lease
expenses (refer to
Note 8 to
our audited consolidated
financial statements)
and the Stock-
 based compensation
adjustments reflect
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
 to our loss before income tax expense.
 Group Adjusted
EBITDA represents
after deducting
and group
costs. Refer
also
 "Results of Operations—Use of Non-GAAP Measures" below.
 Fiscal 2024
and 2023 includes
Connect for
the entire fiscal
year and
fiscal 2022
includes consolidation
of Connect
from April
 14, 2022. Refer also to Note 3 to the audited consolidated financial statements for
additional information regarding this transaction.
 We analyze our business and operations in terms of two
inter-related but independent operating segments: (1) Merchant Division
 and (2)
Consumer Division.
corporate activities
that are
impracticable to
allocate directly
operating segments,
as
 well as any inter-segment eliminations, are included in Group costs. Inter-segment revenue eliminations are included
in Eliminations.

 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 increased by 11.4% in ZAR, primarily due to an increase 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
ZAR 311.2
million from 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.

 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
 2024
 2023
 $ %

 7%

 442,673
 417,544
 6%

 92,001
 95,050
 (3%)

 23,665
 (0%)
 -
 7,039
 nm
 Transaction costs related to Adumo transaction
 2,293
 -
 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

 (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 4
 In South African Rand
 Year
 2024
 2023
 ZAR %

 10,553,233
 9,471,800
 11%

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

 1,720,585
 1,705,196
 1%

 442,570
 424,909
 4%
 -
 126,280
 nm
 Transaction costs related to Adumo transaction
 42,561
 -
 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

 (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
prepaid
airtime
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. 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 $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 $3.0 million
(in USD 3.2%),
and increased by
ZAR 15.4 million
(in
 ZAR, 0.9%)
.
In ZAR,
the modest
was primarily
higher employee
-related expenses
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
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
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
 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
2023.
Our
tax
rate
for
2024
was
impacted
by
the
tax
by
our
profitable
South
 operations, a
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 2024 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
tax
benefit
to
acquisition-related
asset
amortization,
non-deductible
expenses,
a
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.

 Finbond is listed on the Johannesburg Stock Exchange
and reports its six-month results during
our first half and its
annual results
 during our fourth quarter.
We sold
our entire remaining interest in
Finbond during the second
quarter of fiscal 2024.
 We
 recorded an
 impairment loss related to our
investment in Finbond in fiscal
2024 as the carrying value
of Finbond exceeded the fair
value of holding
using the
price of
ZAR 0.2911
referenced in
the August
2023 agreement
with Finbond.
We
also recorded
an
 impairment loss in fiscal 202
following on-going losses reported
by Finbond and its lower
listed share price.
Refer to Note 9 to
our
 consolidated financial statements for additional information
regarding the impairments.
The table below
presents the relative loss
from
 our equity accounted investments:
 Table 5
 Year
 2024
 2023
 $ %
 (1,445)
 (5,206)
 (72%)
 Share of net (loss) income

 (278)
 (4,096)
 (93%)
 Impairment
 (1,167)
 (1,110)
 5%
 Other
 87%
 Share of net income (loss)
 87%
 Total
loss from equity-accounted investment
 (1,279)
 (5,117)
 (75%)
 Results of operations by operating segment
 The composition of revenue and the contributions of our business activities to operating
(loss) income are illustrated below:

 Table 6
 In U.S. Dollars
 Year
 2024
 % of
 2023
 % of
 %
 Operating Segment
 total
 total
 Consolidated revenue:
 498,314
 89%
 88%
 7%
 12%
 12%
 10%

 567,525
 101%
 526,502
 100%
 8%
 Not allocated to operating segments
 -
 -
 1,469
 -
 nm
 Corporate/Eliminations

 (3,303)
 (1%)
 -
 -
 nm
 Total
consolidated revenue

 100%
 100%
 7%
 Group Adjusted EBITDA:
 (1)
 33,368
 90%
 33,531
 135%
 (0%)
 (1)
 14,650
 40%
 3,314
 13%
 342%
 (2)
 (3,238)
 (9%)
 (2,906)
 (11%)
 11%
 (7,844)
 (21%)
 (9,109)
 (37%)
 (14%)
 Group Adjusted EBITDA (non-GAAP)
 (3)
 36,936
 100%
 24,830
 100%
 49%
 (1) Segment Adjusted EBITDA for Merchant includes retrenchments costs of $0.3 million and Consumer includes retrenchment
 costs of $0.2 million for fiscal 2024.
 (2) Lease expenses
which were previously
excluded from the
calculation of Group
Adjusted EBITDA have
now been included
 in the calculation. This change is
in response to comments received from
the staff of the SEC in
March 2024 regarding our non-GAAP
 (3) Group Adjusted EBITDA is a non-GAAP measure, refer to reconciliation below
at "—Results of Operations—Use of Non-
 GAAP Measures".

 Table 7
 In South African Rand
 Year
 2024
 % of
 2023
 % of
 %
 Operating Segment
 total
 total
 Consolidated revenue:
 9,320,468
 89%
 8,318,796
 88%
 12%
 1,294,632
 12%
 1,126,650
 12%
 15%

 10,615,100
 101%
 9,445,446
 100%
 12%
 Not allocated to operating segments
 -
 -
 26,354
 -
 nm
 Corporate/Eliminations

 (61,867)
 (1%)
 -
 -
 nm
 Total
consolidated revenue

 10,553,233
 100%
 9,471,800
 100%
 11%
 Group Adjusted EBITDA:
 (1)
 624,111
 90%
 601,546
 135%
 4%
 (1)
 274,190
 40%
 59,453
 13%
 361%
 (2)
 (60,543)
 (9%)
 (52,134)
 (11%)
 16%
 (146,815)
 (21%)
 (163,415)
 (37%)
 (10%)
 Group Adjusted EBITDA (non-GAAP)
 (3)
 690,943
 100%
 445,450
 100%
 55%
 (1)
for
retrenchments
costs
of
ZAR
4.9
and
 retrenchment costs of ZAR 3.5 million for fiscal 2024.
 (2) Lease expenses
which were previously
excluded from the
calculation of Group
Adjusted EBITDA have
now been included
 in the calculation. This change is
in response to comments received from
the staff of the SEC in
March 2024 regarding our non-GAAP
 (3) Group Adjusted EBITDA
is a non-GAAP measure, refer
to reconciliation below at
"—Results of Operations—Use of
Non-
 GAAP Measures".
 Segment revenue increased due to the increase in prepaid airtime vouchers
sold and other value-added services provided, which
 was partially offset
by a lower
hardware sales in
our POS hardware
distribution business
given the
lumpy nature of
bulk
 sales as
well as
lower revenue
generated
from a
decrease
in certain
valued-added
services transaction
volumes processed
(such
as
 international money transfers). In ZAR, the increase in Segment Adjusted EBITDA
is primarily due to the higher sales activity, which
 was partially offset by lower hardware sales

 Prepaid airtime sales
 In South Africa and other countries, mobile network operators ("MNOs") offer prepaid or contract (or postpaid) services to their
 customers to telephony
services using a
mobile telephony network
or networks. MNOs
also offer similar
products (prepaid or
postpaid)
 for mobile data
which uses other
wireless network protocols
such as wireless
fidelity ("wifi").
We
use the term
"prepaid airtime"
to
 include both of these prepaid products.

 Generally speaking, the difference between the two
models is that prepaid is
paid for upfront by the
customer and contract is paid
 in arrears. MNOs sell prepaid products directly to their customers and also indirectly
to their customers through distribution channels
 (which include wholesalers, retailers and other parties, including ourselves).
 We sell
a variety of products through our
distribution channels, including prepaid airtime,
prepaid electricity,
gaming vouchers.
 We refer to these
products collectively as VAS.
 In order to "load" airtime onto
a mobile device an MNOs customer
requires a prepaid airtime voucher. A unique code is
assigned
 to each prepaid
airtime voucher and
is required to
activate the prepaid
airtime on a
mobile device. Like
certain tangible goods,
once
 sold, our
customers cannot
return prepaid
airtime vouchers
to us (except
of course
if there is
a defect
service provided
by us,
 which rarely occurs).
 We
can either
purchase an
agreed quantity
of prepaid
airtime vouchers
upfront directly
from
wholesalers or
other parties
(so
 called "Pinned airtime" - these electronic vouchers are stored
on a server owned and maintained by us and we treat
these vouchers as
 inventory)
or
we
can
"interface"
directly
into
a
wholesaler
and
deliver
the
airtime
voucher
directly
to
our
(typically
 merchants) as the airtime is sold by the merchant to MNOs customers (so called Pinless airtime).

 Our Segment
(loss) margin
(calculated as
Segment Adjusted
EBITDA (loss)
divided by
revenue) in
 2024 and 2023 was 6.7% and 7.2%, 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 21.2% and 5.3%, 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.
 Fiscal 2023 Compared to Fiscal 2022
 The following factors had
a significant influence on
our results of
operations during fiscal
2023 as compared with
the same period
 in the prior year:

 Higher revenue:
 Our revenues
increased by
180.0% in
ZAR, primarily
the contribution
from Connect
in Merchant
 and an increase in account fees and insurance revenues in Consumer;

 Lower operating
losses:
 Operating
losses decreased,
delivering
an improvement
of 55%
in ZAR
prior
due
to
the
contribution
from
Connect,
strong
hardware
sales,
and
the
of
various
cost
 reduction
initiatives
in
Consumer,
which
was
partially
offset
by
an
in
asset
 amortization;

 Higher
net
charge:

The
net
charge
to
ZAR
299.9
from
ZAR
56.9
due
to
the
 additional borrowings
incurred in
order to
fund the
acquisition of
Connect as
well as
the debt
acquired within
the Connect
 business itself;

 Significant transaction costs:

We expensed $6.0 million of transaction
costs related to
the Connect acquisition in
fiscal 2022;
 and

 Foreign exchange movements:

The U.S. dollar was 18.0% stronger against the ZAR
during fiscal 2023, which impacted our
 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 8
 In U.S. Dollars
 Year
 2023
 2022
 $ %

 137%

 417,544
 168,317
 148%

 95,050
 74,993
 27%

 7,575
 213%
 7,039
 -
 nm
 Reorganization costs
 -
 5,894
 nm
 Transaction costs related to Connect acquisition
 -
 6,025
 nm
 Operating loss
 (15,347)
 (40,195)
 (62%)
 -
 3,691
 nm
 Loss on disposal of equity-accounted investment
 (45%)
 Gain on disposal of equity securities
 -
 nm

 1,853
 2,089
 (11%)

 18,567
 5,829
 219%
 Loss before income tax (benefit) expense

 (32,266)
 (39,900)
 (19%)
 Income tax (benefit) expense
 (2,309)
 nm

 (29,957)
 (40,227)
 (26%)
 Loss from equity-accounted investments

 (5,117)
 (3,649)
 40%
 Net loss attributable to us

 (35,074)
 (43,876)
 (20%)
 Table 9
 In South African Rand
 (US GAAP)
 Year
 2023
 2022
 ZAR %

 9,471,800
 3,383,166
 180%

 7,490,739
 2,558,047
 193%

 1,705,196
 1,139,728
 50%

 424,909
 115,123
 269%
 126,280
 -
 nm
 Reorganization costs
 -
 89,576
 nm
 Transaction costs related to Connect acquisition
 -
 91,567
 nm
 Operating loss
 (275,324)
 (610,875)
 (55%)
 -
 56,095
 nm
 Loss on disposal of equity-accounted investment
 3,678
 5,714
 (36%)
 Gain on disposal of equity securities
 -
 10,942
 nm

 33,243
 31,748
 5%

 333,092
 88,587
 276%
 Loss before income tax (benefit) expense

 (578,851)
 (606,391)
 (5%)
 Income tax (benefit) expense
 (41,423)
 4,970
 nm

 (537,428)
 (611,361)
 (12%)
 Loss from equity-accounted investments

 (91,799)
 (55,457)
 66%
 Net loss attributable to us

 (629,227)
 (666,818)
 (6%)
 Revenue increased by $305.4 million (ZAR 6.1 billion), or 137.2% (in ZAR, 180.0%), primarily due to the inclusion of Connect
 for
the entire
fiscal year,
which has
substantial low
margin
prepaid
airtime sales
in addition
to its
core processing
revenue and
an
 increase in account fees and insurance revenues.

 Cost of
goods sold,
IT processing,
servicing and
support increased
by $249.2
4.9 billion),
or 148.1%
(in ZAR,
 192.8%), primarily due to the inclusion of Connect,
which were partially offset by the benefits of
various cost reduction initiatives in
 Consumer and lower insurance-related claims.
 Selling, general and administration expenses increased by $20.1 million (ZAR 0.6 billion), or 26.7% (in ZAR, 49.6%), primarily
 due
to
higher
employee-related
to
the
expansion
of
our
senior
team,
the
year-over-year
of
 inflationary
increases
on
employee-related
and
the
inclusion
of
to
Connect's
operations,
which
were
 partially offset by the benefits of various cost reduction initiatives in Consumer.
 Depreciation and
amortization expense
increased by
$16.1 million
(ZAR 309.8
million), or
212.7% (in
ZAR, 269.1%),
 the
inclusion
of
acquisition-related
asset
to
identified
to
the
 acquisition, as well as the inclusion of depreciation expense related to
Connect's property,
plant and equipment.
 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
for
 regarding these impairment losses.
 We embarked on a retrenchment process on January 10, 2022, and incurred reorganization expenses of $5.9 million during fiscal
 2022.
 Transaction
costs related
to Connect
acquisition in
fiscal 2022
includes fees
paid to
external service
providers associated
with
 the contract drafting and negotiations; corporate finance advisory services; legal, financial and tax due diligence
activities performed;
 warranty and
indemnity insurance
related to the
transaction; and other
advisory services procured;
as well as
our portion
of the fees
 paid to competition authorities related to the regulatory filings made in
various jurisdictions.
 Our operating loss
margin in fiscal
2023
and 2022
was
(2.9%) and
(18.1%), respectively.
 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
and
Cell
C
2023
and
2022,
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.
represents the realized gain related to foreign exchange
option contracts
 entered into in November 2021
in order to manage the risk of
currency volatility and to fix
the USD amount to be utilized
for part of
 the Connect purchase
consideration settlement. The
foreign exchange option
contracts matured on
February 24, 2022.
Refer to Note
 6 to our consolidated financial statements for additional information
related to these currency options.
 We
a
net
loss
of
$0.2
comprising
a
loss
of
$0.4
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. We recorded
 a loss of $0.4
million related to the disposal of a minor portion of our
investment in Finbond during fiscal 2022. Refer to Note 9 to
our
 consolidated financial statements for additional information regarding
these disposals.
 We recorded
a gain of $0.7 million related to the disposal of our entire interest
in an equity security during fiscal 2022. Refer to
 Note 9 to our consolidated financial statements for additional information
regarding this gain.
 Interest on surplus cash decreased to $1.9 million (ZAR
33.2 million) from $2.1 million (ZAR 31.7 million), primarily
due to the
 inclusion of Connect, which was partially offset by lower overall surplus
cash balances following the acquisition of Connect.
 Interest expense increased
to $18.6 million
(ZAR 333.1 million)
from $5.8 million
(ZAR 88.6 million),
primarily as a result
of
to
borrowings
obtained
to
partially
fund
the acquisition
of
Connect,
 incurred in Connect to fund our cash management, digitization and VAS offerings, and a higher utilization of our facilities to fund our
 ATMs,
which was also coupled with an increase in base interest rates.
 Fiscal 2023
tax benefit was $(2.3) million (ZAR (41.4) million) compared
to a tax expense of $0.3 million (ZAR 5.0 million) in
 fiscal 2022. 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
by
our
profitable
South
 operations, a deferred
tax benefit related to
acquisition-related intangible 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
by
of
our
South
and
the
 allowances created related to the deferred tax assets recognized regarding
net operating losses incurred by these entities.

 Our effective
tax rate
for fiscal
2022 was
impacted by
the tax
expense recorded
by our
profitable South
African operations,
a
tax
benefit
to
acquisition-related
asset
amortization,
non-deductible
(including
to
the
of
Connect),
the
on-going
by
of
our
South
and
the
 associated valuation allowances created
related to the deferred
tax assets recognized regarding
net operating losses incurred
by these
 entities.
 Finbond is listed on the Johannesburg Stock Exchange
and reports its six-month results during
our first half and its
annual results
our fourth
quarter.
 We
losses related
to
our investment
in fiscal
2023
on-going
 losses reported
by Finbond
and its
lower listed
share price.
Refer to
Note 9
for additional
 information regarding the impairments.
The table below presents the relative loss from our equity accounted investments:
 Table 10
 Year
 2023
 2022
 $ % change
 (5,206)
 (3,665)
 42%
 Share of net (loss) income

 (4,096)
 (3,665)
 12%
 Impairment
 (1,110)
 -
 nm
 Other
 456%
 Share of net loss
 456%
 Total
loss from equity-accounted investments
 (5,117)
 (3,649)
 40%
 Results of operations by operating segment
 The composition of revenue and the contributions of our business activities to operating
(loss) income are illustrated below:

 Table 11
 In U.S. Dollars
 Year
 2023
 % of
 2022
 % of
 %
 Operating Segment
 total
 total
 Consolidated revenue:
 88%
 156,689
 70%
 196%
 12%
 30%
 (5%)

 526,502
 100%
 222,621
 100%
 137%
 Not allocated to operating segments
 1,469
 -
 -
 -
 nm
 Corporate/Eliminations

 -
 -
 (12)
 -
 nm
 Total
consolidated revenue

 100%
 100%
 137%
 Group Adjusted EBITDA:
 33,531
 135%
 12,646
 (59%)
 165%
 (1)
 3,314
 13%
 (21,674)
 100%
 nm
 (2)
 (2,906)
 (11%)
 (3,955)
 19%
 (27%)
 (9,109)
 (37%)
 (8,587)
 40%
 6%
 Group Adjusted EBITDA (non-GAAP)
 (3)
 24,830
 100%
 (21,570)
 100%
 nm
 (1) Consumer Segment Adjustment EBITDA for fiscal 2022 includes reorganization
cost of $5.9 million.
 (2) Lease expenses which were previously excluded from the calculation of
Group Adjusted EBITDA have now been included in the
 calculation. This change is in response to comments received from the staff
of the SEC in March 2024 regarding our non-GAAP
 (3) Group Adjusted EBITDA is a non-GAAP measure, refer to reconciliation
below at "—Results of Operations—Use of Non-
 GAAP Measures".

 Table 12
 In South African Rand
 Year
 2023
 % of
 2022
 % of
 %
 Operating Segment
 total
 total
 Consolidated revenue:
 8,318,796
 88%
 2,381,323
 70%
 249%
 1,126,650
 12%
 1,002,021
 30%
 12%

 9,445,446
 100%
 3,383,344
 100%
 179%
 Not allocated to operating segments
 26,354
 -
 -
 -
 nm
 Corporate/Eliminations

 -
 -
 (178)
 -
 nm
 Total
consolidated revenue

 9,471,800
 100%
 3,383,166
 100%
 180%
 Group Adjusted EBITDA:
 601,546
 135%
 192,197
 (59%)
 213%
 (1)
 59,453
 13%
 (329,403)
 100%
 nm
 (2)
 (52,134)
 (11%)
 (60,107)
 19%
 (13%)
 (163,415)
 (37%)
 (130,503)
 40%
 25%
 Group Adjusted EBITDA (non-GAAP)
 (3)
 445,450
 100%
 (327,816)
 100%
 nm
 (1) Consumer Segment Adjustment EBITDA for fiscal 2022 includes
reorganization cost of ZAR 89.6 million.
 (2) Lease expenses
which were previously
excluded from the
calculation of Group
Adjusted EBITDA have
now been included
 in the calculation. This change is
in response to comments received from
the staff of the SEC in
March 2024 regarding our non-GAAP
 (3) Group Adjusted EBITDA
is a non-GAAP measure, refer
to reconciliation below at
"—Results of Operations—Use of
Non-
 GAAP Measures".
due
to
the
contribution
from
for
the
full fiscal
year
with
only
two
and a
half
 months in fiscal
2022. This increase
was partially offset
by lower hardware
sales revenue given
the lumpy nature
of bulk sales.
The
 increase in
Segment Adjusted
EBITDA is
also due
to the inclusion
of Connect,
which was partially
offset by
lower hardware
sales.
 Connect records a significant proportion of its airtime sales in revenue and cost of sales, while only earning a relatively small margin.
 This significantly depresses the Segment Adjusted EBITDA margins
shown by the business.
 Our Segment
(loss) margin
(calculated as
Segment Adjusted
EBITDA (loss)
divided by
revenue) in
 2023
and 2022 was 7.2% and 8.1%, respectively.
 Segment revenue increased primarily due to higher insurance revenues and higher account holder fees, though this was partially
 offset by
lower ATM
transaction fees.
We
embarked on a
retrenchment process
during the third
quarter of fiscal
2022 and recorded
 an expense of
$5.9 million which is
included in Segment
Adjusted EBITDA loss. The
cost reduction initiatives
we initiated in
 2022 delivered
a significant
reduction in
Consumer's operating
expenses which
resulted in
a significantly
lower Segment
loss
with
2022.
Specifically,
with
a
mobile
distribution
network
were
 discontinued
in
early
2022,
and
we
have
streamlined
our
fixed
distribution
network
reductions
in
employee-related
costs,
security,
guarding
and
premises costs.
In
June
2022
we
recalibrated
our
allowance
for
doubtful
 microlending finance
loans receivable
from 10%
lending book
outstanding to
6.5% of
the lending
book, which
resulted in
a
 release from the allowance in fiscal 2022.
 Our Segment
Adjusted EBITDA loss
margin in
fiscal 2023
and 2022
was 5.3% and
(32.9%), respectively.
After adjusting for
 the
reorganization
charge
our fiscal
2022
loss margin
was
(23.9%).
loss
 margin before the reorganization charge is a non-GAAP measure. We believe that the presentation of our Segment Adjusted EBITDA
 loss margin
before the
reorganization
charge
is useful
to investors
to understand
the improvement
operating performance
in
 Consumer, before the reorganization
charge, in fiscal 2023 compared with fiscal 2022.

 Our
group
costs
for
2023
with
the
prior
due
to
higher
costs
and
an
in
 directors' and officers' insurance premiums.

 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
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
is
earnings
before
interest,
tax,
depreciation
and
("EBITDA"),
adjusted
for
non-
 operational transactions (including loss on disposal
of equity-accounted investments, gain related to
fair value adjustments to currency
 options), (earnings)
loss from
equity-accounted investments,
charges and
once-off
items. Once-off
items
 represents non-recurring income and
expense items, including
costs related to
acquisitions and transactions consummated
or ultimately
 not pursued.

which were
previously excluded
calculation of
Group Adjusted
EBITDA have
now been
 the calculation. This
change is in response
to comments received from
the staff of the
SEC in March 2024
regarding our non-GAAP
 The table below presents the reconciliation between GAAP net loss attributable
to Lesaka to Group Adjusted EBITDA:
 Table 13
 Years
 2024
 2023
 2022
 Loss attributable to Lesaka - GAAP
 (17,440)
 (35,074)
 (43,876)
 Loss from equity accounted investments
 1,279
 5,117
 3,649
 (16,161)
 (29,957)
 (40,227)
 Income tax expense (benefit)

 3,363
 (2,309)
 Loss before income tax expense
 (12,798)
 (32,266)
 (39,900)
 18,932
 18,567
 5,829
 (2,294)
 (1,853)
 (2,089)
 Reversal of allowance for doubtful EMI loan receivable
 (250)
 -
 -
 Gain on disposal of equity securities
 -
 -
 (720)
 Net loss on disposal of equity-accounted investment
 -
 -
 -
 (3,691)
 Operating loss
 3,590
 (15,347)
 (40,195)
 -
 7,039
 -
 PPA amortization
(amortization of acquired intangible assets)

 14,419
 15,149
 3,826
 Depreciation
 9,246
 8,536
 3,749
 Stock-based compensation charges
 7,911
 7,309
 2,962
 Once-off items
 (1)
 1,853
 1,922
 8,088
 Unrealized Loss FV for currency adjustments
 (83)
 -
 Group Adjusted EBITDA - Non-GAAP
 (A)
 36,936
 24,830
 (21,570)
 (A) As noted in
footnote (3) to table
11 and 12,
Lease expenses which
were previously excluded
from the calculation of
Group
 Adjusted EBITDA have now been included in the calculation.
 (1) The table below presents the components of once-off
items for the periods presented:

 Table 14
 Years
 2024
 2023
 2022
 Transaction costs related to Adumo transaction
 2,293
 -
 -
 Transaction costs
 6,460
 (Income recognized) Expenses incurred related to closure of legacy
 (952)
 -
 Non-recurring revenue not allocated to segments
 -
 (1,469)
 -
 Employee misappropriation of company funds
 -
 1,202
 -
 Indirect taxes provision
 -
 -
 Separation of employee expense
 -
 -
 Legacy processing adjustments
 -
 -
 1,628
 Total once-off
items
 1,853
 1,922
 8,088
 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
2024
we
costs
to
the
of
Adumo
over
a
 number of quarters, and the transactions are generally non-recurring.
 (Income
recognized)
Expenses
to
closure
of
legacy
(i)
gains
to
the
 release of
the foreign
currency translation
reserve on
deconsolidation
of a
subsidiary
and (ii)
costs incurred
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
relate to
either our
or
divisions.
Employee
misappropriation
of
company
funds
a
once-off
loss
incurred.
Indirect
tax
 provision includes non-recurring indirect taxes which have been provided related to prior periods following an on-going investigation
 from a tax authority. We
incurred separation costs related to the termination of certain senior-level employees, including an executive
 officer and
senior managers,
fiscal year
and we consider
these specific
terminations to
be of
a non-recurring
nature. The
 legacy processing
adjustments represents
amounts we
identified during
fiscal 2022
prior periods
that are
payable to
third
 parties.
 Liquidity and Capital Resources
 At June 30,
2024, our unrestricted
cash and cash
equivalents were $59.1
million and comprised
of ZAR-denominated
balances
 of
ZAR
961.6
($52.9
U.S.
dollar-denominated
balances
of
$4.5
and
other
deposits,
 Botswana pula, of
$1.7 million, all
amounts translated at
exchange rates applicable as
2024. The increase in
our unrestricted
 cash balances from June 30, 2023, was primarily due to a positive contribution from our Merchant
and Consumer operations, the sale
 of
Cell
C
prepaid
inventory
held,
higher
year
end
clearing
and
vendor
wallet
balances,
and
utilization
of
our
 borrowings facilities
to fund
certain components
operations, which
was partially
offset by
the utilization
of cash
reserves to
 fund certain scheduled and
other repayments of our borrowings,
pay transaction related expenses,
purchase ATMs
and vaults, 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
acquisitions
and
strategic
investments,
internally
generated
cash
and
our
financing
facilities.
When
considering
 whether to borrow under our financing
facilities, we consider the cost
of capital, cost of financing, opportunity cost
of utilizing surplus
 cash and
availability of
tax efficient
structures to
moderate financing
costs. For
instance, in
fiscal 2022,
we obtained
loan facilities
 from RMB
to fund
a portion
acquisition of
Connect.
Following the
acquisition of
Connect, we
now utilize
a combination
of
 short
and
long-term
facilities to
fund our
activities and
a long-term
asset-backed
facility to
fund
the acquisition
of POS
 devices and
safe assets.
Refer to
Note 12
statements for
for additional
 information related to our borrowings.

 Available short-term
borrowings
 Summarized below are our short-term facilities available and utilized as of
June 30, 2024:
 Table 15
 RMB Facility E
 RMB Indirect
 RMB Connect
 Nedbank
 Total
short-term facilities
 available, comprising:
 Overdraft

 -
 -
 -
 -
 205,014
 -
 -
 Overdraft restricted as to
 use
 (1)
 899,996
 -
 -
 -
 -
 -
 -
 Total overdraft
 899,996
 -
 -
 205,014
 -
 -
 Indirect and derivative
 (2)
 -
 -
 7,425
 134,991
 -
 -
 8,611
 156,553
 Total
short-term facilities
 899,996
 7,425
 134,991
 205,014
 8,611
 156,553
 Utilized short-term
 facilities:
 Overdraft

 -
 -
 -
 -
 9,351
 170,011
 -
 -
 Overdraft restricted as to
 use
 (1)
 6,737
 122,480
 -
 -
 -
 -
 -
 -
 Indirect and derivative
 (2)
 -
 -
 1,821
 33,106
 -
 -
 2,105
 Total
short-term facilities
 6,737
 122,480
 1,821
 33,106
 9,351
 170,011
 2,105
 Interest rate, based on South
 African prime rate
 11.75%
 11.65%
 (1) Overdraft may only be used to fund ATMs
and upon utilization is considered restricted cash.
 (2) Indirect and derivative facilities may only be used for guarantees, letters of credit and forward
exchange contracts to support
 guarantees issued by RMB and Nedbank to various third parties on our behalf.
 Long-term borrowings
 We have aggregate long-term
borrowings
outstanding of ZAR 2.6 billion ($143.2 million translated at exchange rates as of June
 30, 2024) as
described in Note
12. These borrowings
include outstanding
long-term borrowings
obtained by Lesaka
SA of ZAR
1.0
 billion,
accrued
interest,
which
was
used
to
partially
fund
the
of
Connect.
The
SA
borrowing
were amended
in March
2023 to
a ZAR
revolving
credit facility.
We
used this
revolving
the
year
ended
June
30,
2024,
and
ZAR
70.0
was
drawn
as
of
June
30,
2024,
with
the
remaining
balance
 available for utilization in the future. In contemplation of
the Connect transaction, Connect obtained total facilities of ZAR
1.3 billion,
 which were
utilized to
repay its existing
borrowings, to
fund a
its capital
expenditures and
to settle
obligations under
the
 transaction documents,
and which has
subsequently been
upsized for its
operational requirements
and has an
outstanding balance
as
 of June 30, 2024, of ZAR 1.2
billion, We also have a revolving credit facility, of ZAR 300.0 million which is utilized to fund a
portion
 of our merchant finance loans receivable book.
 Restricted cash
 We
have credit
facilities with RMB
in order
to access cash
to fund
our ATMs
in South Africa.
Our cash, cash
equivalents and
 restricted cash
presented in
our consolidated
statement of
cash flows
as of
2024, includes
restricted cash
of approximately
 $6.7
to
cash
withdrawn
from
our
debt
to
fund
ATMs.
This
cash
may
only
be
used
to
fund
ATMs
and
is
 considered restricted as to use and therefore is classified as restricted cash on
our consolidated balance sheet.
 We
have also
entered into
cession and
pledge agreements
with Nedbank
our Nedbank
credit facilities
and we
have
 ceded and
pledged certain
bank accounts
to Nedbank.
The funds
these bank
accounts are
restricted as
they may
 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, 2024, includes restricted cash of approximately
$0.1 million that has been ceded and pledged.

 Cash flows from operating activities
 Net cash
provided by
operating activities
during fiscal
2024
was $28.8
537.9 million)
compared to
$0.4 million
 (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.
 Net cash provided
by operating activities
during fiscal
2023 was $0.4
million (ZAR 7.4
million) compared
to net cash
utilized
 by
activities
of
$37.2
(ZAR
565.3
2022.
Excluding
the
of
taxes,
our
cash
 provided by operating activities
during fiscal 2023 was
impacted by the positive
contribution from Connect and
certain business within
 our consumer
business, which was
partially offset
by growth
in our consumer
and merchant finance
loans receivable
books. During
 fiscal 2023, we
observed fluctuations in
our working capital, primarily
within our merchant business,
as a result of
monthly changes
 in our inventory and prepayment
account balances as a result of
payments made to secure prepaid
airtime inventory.
Certain of these
 purchases were funded from our borrowing arrangements and the impact
of the funding is included in financing activities.
 During fiscal 2024,
we paid our
first provisional South
African tax payments
of $2.7 million
(ZAR 49.5 million)
related to our
 2024
tax year. During fiscal 2024, we
also made our second
provisional South African tax
of $2.9 million (ZAR
52.7 million
 related to our 2024
tax year and received
tax refunds of $0.04
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)
related to our
 2023 tax year. During fiscal 2023,
we also made
our second provisional South
African tax payments of
$4.1 million (ZAR 76.1
 related to our
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.
 During fiscal 2022,
we made our
first provisional South
African tax payments
of $0.6 million
(ZAR 9.1 million)
related to our
 2022
tax year. During fiscal 2022, we
also made our second
provisional South African tax
of $0.7 million (ZAR
10.9 million
 related to our 2022 tax year and made an additional tax payment of $0.001 million (ZAR
0.02 million) related to our 2021 tax year.

 Taxes paid during
fiscal 2024, 2023 and 2022 were as follows:
 Table 16
 Year
 2024
 2023
 2022
 2024
 2023
 2022
 $
 $
 $
 ZAR
 ZAR
 ZAR
 '000
 '000
 '000
 '000
 '000
 '000
 First provisional payments

 2,663
 2,955
 49,534
 50,798
 9,142
 Second provisional payments

 2,861
 4,079
 52,721
 76,089
 10,929
 Taxation paid related
to prior years

 12,187
 Tax refund received
 (38)
 (210)
 (300)
 (768)
 (3,756)
 (4,542)
 Total South African
taxes paid

 6,127
 6,839
 113,674
 123,404
 15,548
 Foreign taxes paid
 7,063
 6,482
 2,482
 Total
tax paid

 6,506
 7,200
 1,138
 120,737
 129,886
 18,030
 We expect to make additional provisional
income tax payments in South Africa related to our 2024 tax year in the first quarter of
 fiscal 2025, 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
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
sale of
 remaining interest in Finbond and $0.25 million related to the second (and final) tranche from the
disposal of our entire equity interest
 in Carbon.
 Cash 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
related to the
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.

 During fiscal
2022, we
paid approximately
$4.6 million
(ZAR 69.3
million), primarily
the roll
out of
our new
express
 branches, acquisitions of ATMs and the acquisition of
computer equipment. During fiscal
2022, we paid approximately
$202.2 million
 (ZAR 2.9 billion), net of cash acquired, for 100% of Connect. We
also received funds totaling approximately $11.4
million related to
 the sale of Bank
Frick in fiscal
2021, proceeds from sale of
property, plant and equipment of $4.2 million,
and proceeds of $0.9
 and $0.7 million, respectively, related to the sale of minor positions in Finbond and from the disposal of our entire interest in Revix in
 fiscal 2022.
 Cash flows from financing activities
 During fiscal 2024, we utilized approximately $183.0
million from our South African overdraft facilities to fund
our ATMs
and
 repaid $199.6 million of these facilities. We utilized approximately
$23.7 million of our long-term borrowings to fund the acquisition
 of certain
capital expenditures
and for
working capital
requirements.
We
repaid approximately
$20.1 million
of these
long-term in
 accordance with our repayment schedule as
well as to settle
a portion of our revolving credit
facility utilized. We received $0.1
 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.
 During fiscal 2023, we utilized approximately $520.1 million
from our South African overdraft facilities to fund our ATMs
and
 our cash management business through Connect and
repaid $547.3 million of these facilities.
We utilized approximately $24.4 million
 of our long-term
borrowings to settle approximately
$10.5 million of our
revolving credit facilities, fund
our merchant finance
loans
 receivable business, and to fund the acquisition of certain capital expenditures.
We repaid approximately
$17.5 million of these long-
 term, including approximately $10.5 million 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 related
 to the vesting of shares of restricted stock and to settle the strike price due and taxes
due related to the exercise of stock options.
 During fiscal 2022, we utilized approximately $570.9 million
from our South African overdraft facilities to fund our ATMs
and
 our cash management business through Connect and
repaid $525.5 million of these facilities.
We utilized approximately $78.9 million
 of our long-term borrowings
to fund a portion
of the acquisition of Connect,
to fund our merchant
finance loans receivable business,
 and to fund the acquisition
of certain capital expenditures. We
repaid approximately $5.6 million
of these long-term borrowings.
We
 also received $0.8 million from the exercise of stock options.
 Contractual Obligations
 The following table sets forth our contractual obligations as of June 30, 2024:
 Table 17
 Payments due by Period, as of June 30, 2024 (in $ '000s)
 Total
 Less than 1
 year
 2-3 years
 3-5 years
 Thereafter
 Short-term credit facilities
 (A)
 16,088
 16,088
 -
 -
 -
 Long-term borrowings
 Principal repayments
 (A)(B)
 143,186
 3,878
 83,404
 55,904
 -
 Interest payments
 (A)(B)
 34,010
 10,136
 18,291
 5,583
 -
 Operating lease liabilities, including imputed interest
 (C)
 8,831
 3,143
 4,306
 1,382
 -
 Purchase obligations
 2,478
 2,478
 -
 -
 -
 Capital commitments
 -
 -
 -
 Other long-term obligations reflected on our balance
 sheet
 (D)(E)
 2,595
 -
 -
 -
 2,595
 Total
 207,517
 36,052
 106,001
 62,869
 2,595

(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, 2024.
 Interest payments based on
applicable interest rates as of
June 30, 2024, and expected
outstanding long-term borrowings over
 the period. All amounts converted from ZAR to USD using the June 30, 2024,
USD/ ZAR exchange rate.

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

(D) – Includes policyholder liabilities of $2.6 million related to
our insurance business. All amounts are translated at exchange
 rates applicable as of June 30, 2024.

(E) –
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, 2024, 2023 and 2022
were as follows:
 Table 18
 2024
 2023
 2022
 2024
 2023
 2022
 $
 $
 $
 ZAR
 ZAR
 ZAR
 '000
 '000
 '000
 '000
 '000
 '000
 1,317
 3,170
 1,712
 24,607
 56,870
 26,019
 11,348
 12,986
 2,846
 212,030
 232,969
 43,253
 Total
 12,665
 16,156
 4,558
 236,637
 289,839
 69,272
 Our capital expenditures
for fiscal 2024,
2023 and 2022, 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
safe
assets, made
by
which
were funded
the utilization
of asset-backed
 borrowings.
We
had
capital commitments
as of
2024,
of $0.3
We
expect
to fund
these expenditures
internally-generated
funds.
In
addition
to
these
expenditures,
we
expect
that
spending
for
2025
will
 include acquisition
of POS devices,
safe assets, vehicles,
computer and office
equipment, as well
as for our
ATM
infrastructure and
 branch
network
in
South
These
will
be
funded
the
use
of
internally-generated
funds
and
our
asset-backed
 borrowing arrangement.

 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
in other
currencies, primarily
the euro,
renminbi, and
U.S. dollar.
We
have used
forward contracts
in order
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,
2024 and 2023.
 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
upwards in recent
quarters but have,
 as of the
date of this
Annual Report, stabilized and
are expected to
remain at current
levels, or perhaps
even decline moderately
towards
 the last quarter of calendar 2024. We periodically evaluate the cost and effectiveness of interest rate hedging
strategies to manage this
 risk.
We
generally
maintain
in
cash
equivalents
and
held
to
maturity
and
have
occasionally
invested
in
 marketable securities.
 We have
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
changes in
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,
2024, 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, 2024. 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,
2024, are shown. The
selected 1% hypothetical change does
not reflect what could be considered
the best-
 or worst-case scenarios.

 Table 19
 As of June 30, 2024
 Annual expected
 interest charge

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

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

 ($ '000)
 Interest on South Africa borrowings
 19,930
 1%
 1,599
 21,529
 (1%)
 (1,598)
 18,332
 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
 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, 2024, 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
 may not
be able to
sell some or
all of these
securities at one
time, or over
an extended period
of time
 without influencing the exchange-traded price, or at all.
 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, 2024, 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-76 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
2024, 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
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
 may not
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 into the process safeguards
to reduce, though
 not eliminate, this risk.
 Management's
Report on Internal Control Over Financial Reporting
 Management,
our
Chairman
and
our
Group
Chief
Officer,
is
responsible
for
establishing
and
 maintaining
adequate
over
our
reporting.
conducted
an
of
the
effectiveness
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, 2024.
 A material
weakness is
a deficiency,
or a
combination of
deficiencies, in
reporting, such
that a
 reasonable
possibility
exists that
a
misstatement
of
our
or
interim
would
not
be
prevented
or
 detected on a timely basis.
 As
of
June
30,
2024,
we
identified
weaknesses
to
("ITGCs"),
 specifically
insufficient
risk
assessment,
design
and
implementation,
monitoring
activities
and
training
of
individuals
to
operate
 controls in the
areas of user access
and program-change management
for certain information
technology ("IT") systems
that support
 our financial reporting processes. As a result, the related process-level
IT dependent manual and automated application controls were
 deemed ineffective since they could not be relied upon.
 Management has also identified material weaknesses
related to insufficient design and implementation of
controls and associated
 policies and procedures in
its annual goodwill
impairment assessment, resulting in
a lack of
precision in evaluating certain
 used and a lack of validation of the completeness and accuracy of data used
in the goodwill impairment model.

 The material
weaknesses described
above did
not result
in any
misstatements to
our
or interim
 statements, and
there were
no changes
to previously
reported financial
results. However,
these material
weaknesses, if
not
 remedied, present a
reasonable possibility that
a misstatement to
our financial statement
accounts or disclosures
would not be
prevented
 or detected on a timely basis.
 Lesaka's independent registered public accounting firm, KPMG,
Inc., who audited the
consolidated financial statements
 in this Annual
Report, has expressed
an adverse report
on the operating
effectiveness of our
internal control over
financial reporting
 as of June 30, 2024, which appears in Part II, Item 8 of this Annual Report.
 Remediation of Material Weaknesses
 To
address
the
weaknesses,
our
management,
with
the
of
our
IT
governance
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 educating
control owners
about
the operation
and
importance
of ITGCs,
the
 principles and requirements of each control,
with a focus on
user access and change management
controls over IT systems that
 financial reporting processes;
(2) enhancing and
maintaining documentation of
ITGCs to ensure
continuity in the
event of employee
 or personnel
changes; (3)
implementing improved
risk assessment
procedures and
controls for
IT system
changes to
better identify
 financially relevant
applications and
to enhance the
selection, development,
and monitoring of
control activities and
procedures; (4)
 collaborating
closely with
internal and
external assurance
partners
to ensure
the robustness
remediation
plan; (5)
creating a
 goodwill
model
reviewer
checklist
that
specific
to
be
performed
by
the
reviewer
of
the
 goodwill impairment
model, who
will be required
to complete the
checklist as
evidence of
their review;
and (6) enhanced
quarterly
 reporting to the Audit Committee on the remediation measures and effectiveness
of the same.
 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.
 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, 2024, that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.

 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
Technologies,
Inc.
and
subsidiaries'
 (the
Company)
over
as
of
 June 30, 2024, based
on 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
2024,
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 consolidated
balance sheets
Company as
the related
statements of
operations,
 comprehensive (loss) income, changes in equity,
and cash flows for the year ended June 30, 2024, and the related
notes (collectively,
 the consolidated financial
statements), and
our report
dated September 11,
2024 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
to
("ITGCs"),
specifically
 insufficient
risk assessment,
design and
implementation, monitoring
activities and
training of
individuals to
operate controls
 areas of
user access
and program-change
management for
certain information
technology ("IT")
systems that
support the
processes
and
insufficient
design
and
of
and
and
in
the
 goodwill
assessment
have
been
identified
and
in
assessment.
The
weaknesses
were
 considered in determining
the nature, timing,
and extent of
audit tests
applied in our
audit of
the 2024 consolidated
financial statements,
 and this report does not affect our report on those consolidated
financial statements.
 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
effectiveness
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
reasonable
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)
reasonable
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
 KPMG, Inc.
 Registered Auditors
 Johannesburg, 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, 2024, 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
is
set
out
in
Part
I,
Item
under
the
caption
"Our
Officers."
The
other
 information required
by this
Item is incorporated
by reference
sections of
our definitive
proxy statement
for our
2024 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 2024
 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 2024
meeting
of
entitled
"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 2024
meeting
of
entitled
"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 2024
 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-76.
 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, 2024 and 2023
 Consolidated statements of operations for the years ended June 30, 2024,
2023 and 2022
 Consolidated statements of comprehensive (loss) income for the years ended June 30, 2024, 2023 and 2022
 Consolidated statements of changes in equity for the years ended June 30, 2024, 2023 and 2022
 Consolidated statements of cash flows for the years ended June 30, 2024, 2023 and 2022
 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
 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
 X
 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, dated as of June 30, 2021,
 between Net1 Applied Technologies South Africa
 (Pty) Ltd and Christopher Guy Butt Meyer
 10.1
 June 30, 2021
 10.11*
 Restrictive Covenants Agreement, dated as of June
 30, 2021, between Net1 Applied Technologies South
 Africa (Pty) Ltd and Christopher Guy Butt Meyer
 10.2
 June 30, 2021
 10.12*
 Employment Agreement, dated as of June 30, 2021,
 between Net 1 UEPS Technologies, Inc. and
 Christopher Guy Butt Meyer
 10.3
 June 30, 2021
 10.13*
 Restrictive Covenants Agreement, dated as of June
 30, 2021, between Net 1 UEPS Technologies, Inc.
 and Christopher Guy Butt Meyer
 10.4
 June 30, 2021
 10.14*
 Contract of Employment, effective February 5, 2021,
 between Net1 Applied Technologies South Africa
 Proprietary Limited and Lincoln Mali
 10.1
 February 11, 2021
 10.15*
 Restrictive Covenants Agreement, effective February
 5, 2021, between Net1 Applied Technologies South
 Africa Proprietary Limited and Lincoln Mali
 10.2
 February 11, 2021
 10.16*
 Contract of Employment, dated as of December 9,
 2021, between Net1 Applied Technologies South
 Africa (Pty) Ltd and Naeem Kola
 10.1

 10.17*
 Restrictive Covenants Agreement, dated as of
 December 9, 2021, between Net1 Applied
 Technologies South Africa (Pty) Ltd and Naeem Kola
 10.2

 10.18*
 Employment Agreement, dated as of December 9,
 2021, between Net 1 UEPS Technologies, Inc. and
 Naeem Kola
 10.3

 10.19*
 Restrictive Covenants Agreement, dated as of
 December 9, 2021, between Net 1 UEPS
 Technologies, Inc. and Naeem Kola
 10.4
 10.20*
 Employment Agreement, dated as of February 8,
 2023, between Lesaka Technologies, Inc. and Steven
 John Heilbron
 10.52
 May 9, 2023
 10.21*
 Restrictive Covenants Agreement, dated as of
 February 8, 2023, between Lesaka Technologies, Inc.
 and Steven John Heilbron

 10.53
 May 9, 2023
 10.22*
 First Amendment to Restrictive Covenant
 Agreements, dated as of December 9, 2021
 10.7
 10.23*
 Consulting Agreement, dated August 5, 2020, by and
 between the Company and Ali Mazanderani
 10.2
 August 5, 2020
 10.24
 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
 10.25
 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
 10.26
 Policy Agreement, dated April 11, 2016, among the
 Company and the IFC Investors
 10.32
 April 12, 2016

 10.27
 Cooperation Agreement, dated May 13, 2020, by and
 between Net 1 UEPS Technologies, Inc. and VCP
 (Proprietary) Limited
 10.1
 May 14, 2020
 10.28
 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
 10.29
 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
 10.30
 Securities Purchase Agreement, dated March 22,
 2022, among Net1 UEPS Technologies, Inc., Net1
 Applied Technologies South Africa Proprietary
 Limited and Value Capital Partners Proprietary
 10.58
 May 10, 2022
 10.31
 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
 10.32
 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
 10.33
 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
 10.34
 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
 10.35
 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
 10.36
 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
 10.37
 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

 10.38
 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
 Code of Ethics
 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
 Executive Chairman and Director

 Date: September 11, 2024
 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)
 /s/ Naeem E. Kola
 Group Chief Financial Officer and Director (Principal
 Financial and Accounting Officer)
 Naeem E. Kola

 /s/ Antony C. Ball
 Antony C. Ball
 /s/ Nonkululeko N. Gobodo
 Nonkululeko N. Gobodo
 /s/ Javed Hamid
 Javed Hamid
 /s/ Steven J. Heilbron
 Steven J. Heilbron
 /s/ Lincoln C. Mali
 Lincoln C. Mali
 /s/ Chris G.B. Meyer
 Chris G.B. Meyer

 /s/ Sharron Venessa
Naidoo
 Sharron Venessa
Naidoo
 /s/ Monde Nkosi
 Monde Nkosi
 /s/ Ekta Singh-Bushell
 Ekta Singh-Bushell

 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, 2024 and 2023
 Consolidated statements of operations for the years ended June 30, 2024, 2023 and 2022
 Consolidated statements of comprehensive (loss) income for the years ended June 30, 2024, 2023 and 2022
 Consolidated statements of changes in equity for the years ended June 30, 2024, 2023 and 2022
 Consolidated statements of cash flows for the years ended June 30, 2024, 2023 and 2022

 REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
 To the shareholders
and the 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
2024, the related
consolidated statements of
operations, comprehensive
(loss) income, changes
in equity,
and cash flows
 for
the
year
ended
June
30,
2024,
and
the
notes
(collectively,
the
statements).
In
our
opinion,
the
 consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024 and
 the results of its operations and
its cash flows for the
year ended June 30, 2024, 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, 2024, 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 11,
2024
 expressed an
adverse opinion on
the effectiveness of
the Company's internal control
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
to
assess
the
risks
of
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
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 Matter
 The
critical
audit
matter
communicated
below
is a
matter
arising
from
the
period audit
of
the
that
was
communicated
or
to
be
communicated
to
the
audit
committee
and
that:
(1)
relates
to
or
 disclosures
that
are
to
the
and
(2)
involved
our
especially
challenging,
subjective,
or
 complex judgments. The communication of the
critical audit matter does
not alter in any way
our opinion on the consolidated
 statements, taken
as a
whole, and
not, by
communicating the
critical audit
matter below,
providing separate
opinions on
the
 critical audit matter or on the accounts or disclosures to which it relates.
 Assessment of the Company's
goodwill impairment test for certain reporting units
 As discussed in Notes 2 and 10 to the consolidated financial statements, the
Company recorded goodwill as of June 30, 2024 of
 $138,551 thousand. 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
 reporting unit,
which requires
to make
significant estimates
and assumptions
reporting unit
revenue growth
 rates. In
addition,
the discounted
cash flow
model requires
to select
an appropriate
weighted average
cost of
 applicable to peer and industry comparables of the reporting units.

 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,
reporting unit
growth rates
weighted
average cost
of capital.
Changes
in
 these assumptions could have a significant impact on the fair value of the reporting
units.

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

 •
 we evaluated the reporting
unit revenue growth rates
by comparing the growth
rates against historic performance,
 budgets and expected future performance based on industry and reporting
unit specific factors and independent research;

 •
 we involved
valuation professionals
with specialized
skills and
knowledge who
assisted in
the evaluation
weighted
 average cost of
capital used by the
Company by developing a
range of independent
estimates of weighted average
cost of capital
for
 certain reporting units and comparing this range to the weighted average
cost of capital selected by the Company; and
 •
 we performed sensitivity analyses over these assumptions to
assess their impact on the Company's determination that the fair
 value of the reporting units exceeds their carrying value.

 /s/ KPMG, Inc
 We have served
as the Company's auditor since 2024
 KPMG, Inc.
 Registered Auditors
 Johannesburg, 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
balance sheet of Lesaka Technologies,
Inc. and subsidiaries (the "Company")
30, 2023, the related
consolidated statements of operations,
comprehensive (loss) income, changes
in equity, and cash flows,
 for each of
the two years
in the period
2023, and the
related notes (collectively
referred to as
the "financial statements").
 In our
opinion, the
present fairly,
in all
material respects,
the financial
position of
as of
 2023, and
the results of
its operations
and its cash
flows for
the two years
in the period
2023, in conformity
 with accounting principles generally accepted in the United States of America.
 Basis for Opinion
 These financial statements
are the responsibility
management. Our
responsibility is to express
an opinion on
 the
based
on
our
audits.
We
are
a
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 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 financial statements are free of material misstatement, whether
due to error or
 fraud. Our audits 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 audits 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 audits provide a reasonable basis for our opinion.
 /s/ Deloitte & Touche
 Deloitte & Touche
 Registered Auditors
 Johannesburg, South Africa
 September 12, 2023
 We began serving
as the Company's auditor in 2004. In 2023 we became the predecessor auditor.

 CONSOLIDATED BALANCE SHEETS
 as of June 30, 2024 and 2023
 2024
 2023
 (In thousands, except share data)
 ASSETS
 CURRENT ASSETS
 $
 59,065
 $
 35,499
 Restricted cash related to ATM funding
and short-term credit facilities (Note 12)
 6,853
 23,133
 Accounts receivable, net and other receivables (Note 4)
 36,667
 25,665
 Finance loans receivable, net (Note 4)
 44,058
 36,744
 Inventory (Note 5)
 18,226
 27,337
 Total current assets before settlement assets
 164,869
 148,378
 Settlement assets
 22,827
 15,258
 Total current assets
 187,696
 163,636
 PROPERTY,
PLANT AND EQUIPMENT, NET (Note 7)
 31,936
 27,447
 OPERATING LEASE RIGHT-OF-USE (Note 8)
 7,280
 4,731
 EQUITY-ACCOUNTED INVESTMENTS
 3,171
 GOODWILL (Note 10)
 138,551
 133,743
 INTANGIBLE ASSETS, NET (Note 10)
 111,353
 121,597
 DEFERRED TAX ASSETS, NET
 3,446
 10,315
 OTHER LONG-TERM ASSETS, including equity securities (Note 9 and 11)
 77,982
 77,594
 TOTAL ASSETS
 558,450
 542,234
 LIABILITIES
 CURRENT LIABILITIES
 Short-term credit facilities for ATM funding (Note 12)
 6,737
 23,021
 Short-term credit facilities (Note 12)
 9,351
 9,025
 Accounts payable
 16,674
 12,380
 Other payables (Note 13)
 56,051
 36,297
 Operating lease liability - current (Note 8)
 2,343
 1,747
 Current portion of long-term borrowings (Note 12)
 3,878
 3,663
 Income taxes payable
 1,005
 Total current liabilities before settlement obligations
 95,688
 87,138
 Settlement obligations
 22,358
 14,774
 Total current liabilities
 118,046
 101,912
 DEFERRED TAX LIABILITIES, NET
 38,128
 46,840
 OPERATING LEASE LIABILITY - LONG TERM (Note 8)
 5,087
 3,138
 LONG-TERM BORROWINGS (Note 12)
 139,308
 129,455
 OTHER LONG-TERM LIABILITIES, including insurance policy liabilities (Note 11)
 2,595
 1,982
 TOTAL LIABILITIES
 303,164
 283,327
 REDEEMABLE COMMON STOCK (Note 14)
 EQUITY
 COMMON STOCK (Note 14)
 Authorized:
 200,000,000

with $
 0.001

par value;
 Issued and outstanding shares, net of treasury - 2024:
 64,272,243
; 2023:
 63,640,246
 PREFERRED STOCK
 Authorized shares:
 50,000,000

with $
 0.001

par value;
 Issued and outstanding shares, net of treasury:
2024:
 -

; 2023:
 -
 -
 -
 ADDITIONAL PAID-IN-CAPITAL
 343,639
 335,696
 TREASURY SHARES, AT
COST: 2024:
 25,563,808
; 2023:
 25,244,286
 ( 289,733)
 ( 288,238)
 ACCUMULATED OTHER
COMPREHENSIVE LOSS (Note 15)
 ( 188,355)
 RETAINED EARNINGS
 310,223
 327,663
 TOTAL LESAKA EQUITY
 175,857
 NON-CONTROLLING INTEREST
 -
 -
 TOTAL EQUITY
 175,857
 TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND SHAREHOLDERS' EQUITY
 $
 558,450
 $
 542,234
 See accompanying notes to consolidated financial statements.

 CONSOLIDATED STATEMENT
OF OPERATIONS
 for the years ended June 30, 2024, 2023 and 2022
 2024
 2023
 2022
 (In thousands, except per share data)
 REVENUE (Note 16)
 $
 $
 $
 Services rendered
 529,818
 486,800
 178,846
 Loan-based fees received
 29,948
 25,308
 22,444
 Sale of goods
 4,456
 15,863
 21,319
 EXPENSE
 442,673
 417,544
 168,317
 92,001
 95,050
 74,993
 23,665
 7,575
 Reorganization costs
 -
 -
 5,894
 Transaction costs related to Adumo (2024) and Connect (2022) acquisitions (Note 3)
 2,293
 -
 6,025
 Impairment loss (Note 10)
 -
 7,039
 -
 OPERATING INCOME (LOSS)
 3,590
 ( 15,347)
 ( 40,195)
 REVERSAL OF ALLOWANCE FOR
DOUBTFUL EMI DEBT RECEIVABLE
 -
 -
 LOSS ON DISPOSAL OF EQUITY-ACCOUNTED INVESTMENT (Note 9)
 -
 GAIN ON DISPOSAL OF EQUITY SECURITIES (Note 9)
 -
 -
 GAIN RELATED TO
ADJUSTMENT TO CURRENCY OPTIONS (Note 6)
 -
 -
 3,691
 INTEREST INCOME
 2,294
 1,853
 2,089
 INTEREST EXPENSE
 18,932
 18,567
 5,829
 LOSS BEFORE INCOME TAX EXPENSE (BENEFIT)
 ( 12,798)
 ( 32,266)
 ( 39,900)
 INCOME TAX EXPENSE (BENEFIT) (Note 18)
 3,363
 ( 2,309)
 LOSS BEFORE LOSS FROM EQUITY-ACCOUNTED INVESTMENTS
 ( 16,161)
 ( 29,957)
 ( 40,227)
 LOSS FROM EQUITY-ACCOUNTED INVESTMENTS
 ( 1,279)
 ( 5,117)
 ( 3,649)
 NET LOSS FROM CONTINUING OPERATIONS
 NET LOSS ATTRIBUTABLE
TO LESAKA
 $
 $
 $
 Net loss per share, in United States dollars
 (Note 19):
 Basic loss attributable to Lesaka shareholders
 $
 ( 0.27)
 $
 ( 0.56)
 $
 ( 0.75)
 Diluted loss attributable to Lesaka shareholders
 $
 ( 0.27)
 $
 ( 0.56)
 $
 ( 0.75)
 See accompanying notes to consolidated financial statements.

 CONSOLIDATED STATEMENT
OF COMPREHENSIVE (LOSS) INCOME
 for the years ended June 30, 2024, 2023 and 2022
 2024
 2023
 2022
 (In thousands)
 $
 $
 $
 Other comprehensive income (loss), net of taxes:
 Movement in foreign currency translation reserve
 6,291
 ( 31,183)
 ( 25,413)
 Movement in foreign currency translation reserve related to equity-accounted
 investments (Note 15)
 3,935
 1,239
 Release of foreign currency translation reserve related to disposal of
Finbond equity
 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
 7,371
 ( 26,886)
 ( 23,119)
 Comprehensive loss
 ( 10,069)
 ( 61,960)
 ( 66,995)
 Comprehensive loss attributable to Lesaka
 $
 ( 10,069)
 $
 ( 61,960)
 $
 ( 66,995)
 See accompanying notes to consolidated financial statements

 Consolidated Statement of Changes in Equity for the year ended June 30, 2022 (dollar amounts in thousands)
 Lesaka Technologies, Inc. Shareholders
 Amount
 shares, net of
 treasury
 Paid-In
 Retained
 Earnings
 other
 loss
 Total
 Non-
 controlling
 Interest
 Total
 Redeemable
 stock
 Balance – July 1,
2021
 81,607,912
 $
 ( 24,891,292)
 $
 ( 286,951)
 56,716,620
 $
 301,959
 $
 406,613
 $
 ( 145,721)
 $
 275,980
 $
 -
 $
 275,980
 $
 84,979
 Stock issued
 16,655
 16,658
 16,658
 Restricted stock granted
 2,278,643
 2,278,643
 -
 -
 -
 Exercise of stock options
 249,521
 249,521
 Stock-based compensation charge (Note
 17)
 3,082
 3,082
 3,082
 Reversal of stock-based compensation
 charge (Note 17)
 ( 105,542)
 ( 105,542)
 related to equity-accounted investment
 Transfer from redeemable common
 stock to additional paid-in-capital (Note
 14)
 5,550
 5,550
 5,550
 ( 5,550)
 -
 Other comprehensive loss (Note 15)
 ( 23,119)
 ( 23,119)
 -
 ( 23,119)
 Balance – June 30, 2022
 87,215,613
 $
 ( 24,891,292)
 $
 ( 286,951)
 62,324,321
 $
 327,891
 $
 362,737
 $
 ( 168,840)
 $
 234,920
 $
 -
 $
 234,920
 $

 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
 treasury
 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
 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
 $
 $
 $
 -
 $
 $

 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
 treasury
 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
 $
 $
 $
 -
 $
 $
 Treasury shares repurchased
 ( 319,522)
 ( 1,495)
 ( 319,522)
 -
 ( 1,495)
 ( 1,495)
 Shares issued
 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
 $
 ( 188,355)
 $
 175,857
 $
 -
 $
 175,857
 $
 See accompanying notes to consolidated financial statements.

 CONSOLIDATED STATEMENT
OF CASHFLOWS
 for the years ended June 30, 2024, 2023 and 2022
 2024
 2023
 2022
 (In thousands)
 Cash flows from operating activities
 $
 $
 $
 Adjustments to reconcile net loss to net cash used in operating activities:
 23,665
 7,575
 Impairment loss (Note 10)
 -
 7,039
 -
 Movement in allowance for credit losses
 5,158
 6,495
 1,551
 Fair value adjustment related to financial liabilities
 ( 853)
 ( 20)
 ( 466)
 (Profit) Loss on disposal of property, plant and equipment
 ( 305)
 ( 468)
 ( 2,849)
 Stock-based compensation charge (Note 17)
 7,911
 7,309
 2,962
 Gain on disposal of equity securities (9)
 -
 -
 ( 720)
 Loss on disposal of equity-accounted investment (9)
 -
 Interest payable
 1,119
 5,069
 Facility fee amortized (Note 12)
 Loss from equity-accounted investments (Note 9)
 1,279
 5,117
 3,649
 Movement in allowance for doubtful loans to equity-accounted investments
 ( 250)
 -
 Dividends received from equity-accounted investments
 Changes in net working capital
 (Increase) Decrease in accounts receivable (Note 20)
 ( 10,873)
 ( 1,687)
 11,102
 Increase in finance loans receivable (Note 20)
 ( 10,029)
 ( 12,353)
 ( 2,047)
 Decrease (Increase) in inventory
 9,840
 2,172
 ( 4,820)
 Increase (Decrease) in accounts payable and other payables
 22,141
 1,705
 ( 8,851)
 (Decrease) Increase in income taxes payable
 ( 400)
 ( 800)
 1,087
 Deferred tax expense (benefit)
 ( 2,712)
 ( 8,890)
 ( 2,324)
 Net cash provided by (used in) operating activities
 28,789
 ( 37,198)
 Cash flows from investing activities
 Capital expenditures
 ( 12,665)
 ( 16,156)
 ( 4,558)
 Proceeds from disposal of property, plant and equipment
 1,565
 1,497
 4,217
 Acquisition of intangible assets
 ( 294)
 ( 419)
 -
 Proceeds from disposal of equity-accounted investment (Note 9)
 3,508
 Loans to equity-accounted investment (Note 9)
 -
 ( 112)
 -
 Repayment of loans by equity-accounted investments
 -
 Acquisitions, net of cash acquired (Note 3)
 ( 1,583)
 -
 ( 202,159)
 Proceeds from disposal of equity-accounted investment - Bank Frick (Note 9)
 -
 -
 11,390
 Proceeds from disposal of equity securities (Note 9)
 -
 -
 Net change in settlement assets
 ( 7,196)
 ( 2,036)
 ( 4,163)
 Net cash (used in) provided by investing activities
 ( 16,415)
 ( 16,458)
 ( 193,688)
 Cash flows from financing activities
 Proceeds from bank overdraft (Note 12)
 182,990
 520,065
 570,862
 Repayment of bank overdraft (Note 12)
 ( 199,642)
 ( 547,271)
 ( 525,459)
 Long-term borrowings utilized (Note 12)
 23,728
 24,355
 78,851
 Repayment of long-term borrowings (Note 12)
 ( 20,073)
 ( 17,512)
 ( 5,581)
 Non-refundable deal origination fees/ guarantee fees (Note 12)
 -
 ( 100)
 ( 1,307)
 Acquisition of treasury stock

 ( 1,495)
 ( 1,287)
 -
 Proceeds from exercise of stock options
 Net change in settlement obligations
 7,214
 2,148
 4,134
 Net cash (used in) provided by financing activities
 ( 7,113)
 ( 19,121)
 122,259
 Effect of exchange rate changes on cash
 2,025
 ( 10,999)
 ( 10,338)
 Net decrease in cash, cash equivalents and restricted cash
 7,286
 ( 46,168)
 ( 118,965)
 Cash, cash equivalents and restricted cash – beginning of period
 58,632
 104,800
 223,765
 Cash, cash equivalents and restricted cash – end of period (Note 20)
 $
 65,918
 $
 58,632
 $
 104,800
 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.
The Company provides
cash management and digitization
 services and
card acquiring to
merchants,
and has developed
and provides secure
transaction technology
solutions and services,
and
 offers transaction processing, including bill payment and value-added services (including prepaid
airtime and electricity products) and
 financial solutions to its customers.

 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").

 Reorganization charge - financial services restructuring
during the year ended June 30, 2022
 The Company has incurred significant losses since its contract to distribute social grants expired in September 2018. A strategic
 imperative for the Company was to
return its South African consumer
business to a breakeven position and
then profitability as soon
 as possible.
As part
of
a
cost
optimization
completed
in
late
calendar
2021,
performed
a
of
its labor
 structure and determined that
a number of its defined
employee roles would need to
be terminated due to redundancy.
 embarked on a retrenchment process pursuant to Section 189A of the South African Labour Relations Act ("Labour Act") on January
 10, 2022. The Company incurred
cash costs of approximately $
 6.7

 103.4

million) during the third quarter
of fiscal 2022,
 principally consisting of severance and related
payments and the payment of
unutilized leave days. The Company
recorded an expense
 of $
 5.9

million in the caption reorganization costs in the Company's
consolidated statement of operations for the year ended June 30,
 2022. The primary difference between the
reorganization charge amount and the total
cash paid relates to
leave pay which was
accrued
 in prior periods.

 July 2021 civil unrest in South Africa impacting
the year ended June 30, 2022
 Two
of South
Africa's
nine provinces
experienced significant
civil unrest
in July
2021 resulting
in mass
looting, loss
of life,
 disruption of
transport and
supply routes,
and widespread
destruction of
property.
In total
337 South
Africans lost
their lives
 unrest
– fortunately
none of
employees were
injured or
harmed. There
was widespread
damage to
bank and
ATM
 infrastructure in the affected provinces. In
total approximately 1,800 ATMs
and 300 branches were damaged across the industry,
and
 the Banking Association
of South
Africa ("BASA"), estimates
that total
damage to banking
infrastructure amounted to
ZAR 1.6
billion.
 The
South
Special
Risks
Insurance
Association
("SASRIA"),
a
enterprise
and
a
non-life
company
that
 provides coverage for damage caused
by special risks such as politically
motivated malicious acts, riots, strikes,
terrorism and public
 disorders, estimates that the total damage to property
across South Africa will be between
ZAR 19.0 billion and ZAR 20.0
billion. The
 Company suffered
damage at

of its branches
and to

ATMs.
The disruption and
related closure of
branches also impacted
the
 Company's efforts to grow EPE customer numbers.
The Company also saw an impact on transaction volumes through its ATMs
with
 July 2021 volumes
 % lower than June 2021, and August 2021
 % lower than July 2021.
 The Company's insurance claims to recover the cost to repair and replace its branches and ATMs have been met in full, with the
 Company receiving ZAR
 38.6

million from SASRIA during the year ended June 30, 2022.
 As a result
of the disruption
to ATM
coverage and
availability,
BASA and the
South Africa's
banks agreed
that the fee
which
pay
to utilize
other banks'
ATMs
would be
waived for
August and
September 2021.
lost transaction
fee
 revenue of approximately ZAR
 6.0

 0.4

million) during the year ended June 30, 2022, as a result of this decision.

 (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. No entities were required to be consolidated as a result of these requirements during the
 years ended June 30, 2024, 2023 and 2022.

 Business combinations
 The
for
its
acquisitions
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
transactions
or
a
combination
thereof,
and
believes
that
it
uses
the
most
 appropriate
measure
or
a
combination
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
and
of
contingent
and
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
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
administration
 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
 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
allowance
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)
 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
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 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.
have any
significant finance
leases as
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
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
 equity-accounted
investment.
The
release
of
the
pro
rata
portion
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
equity-accounted
for
 whenever events or circumstances indicate that the carrying amount of
the investment may not be recoverable.

the
excess
of
the
price
of
an
enterprise
over
the
fair
of
the
identifiable
 acquired and liabilities assumed. The Company tests for impairment
of goodwill on an annual basis and at any other time if events
or
 circumstances change that would more likely than not
reduce the fair value of the
reporting unit's goodwill below its carrying amount.

 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
the fair value
of that reporting
unit, an impairment
loss is recorded
in the statement
of operations.
Measurement of
the
of a reporting
unit is based
on one
or more
of the following
measures: the amount
at which the
unit as a
whole
 could be
bought or sold
in a current
transaction between
willing parties; present
value techniques
of estimated future
cash flows; or
 valuation techniques based on multiples of earnings or revenue, or
a similar performance measure.

 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

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.

 Trading
 Debt securities
acquired by
which it
intends
to sell
are classified
as trading
securities and
are
 initially measured
at fair
value. These
debt securities
are subsequently
measured at
and realized
and unrealized
gains and
from
these
trading
are
in
the
of
operations.
Classification
of
a
debt
 security as a trading
security is not precluded
simply because the Company
does not intend to sell
the security in the
short term. The
 Company had no debt securities that were classified as trading securities as of June
30, 2024 and 2023, respectively.
 Available for sale
 Debt
that
have
readily
determinable
fair values
are classified
as available
for
sale if
the
 Company has not classified them as trading securities or if it does not have
the ability or positive intent to hold the debt security until
 maturity.
The Company is
required to make
an election to
account for these
debt securities as
available for
sale. These available
for
 sale debt securities
are initially measured
at fair value. These
debt securities are
subsequently measured at
fair value with unrealized
 gains
and
from
for
sale
in
debt
as
a
separate
of
accumulated
other
 comprehensive income, net of deferred income
taxes, in shareholders' equity. The Company had
 no

debt securities that were classified
 as available for sale securities as of June 30, 2024 and 2023, respectively.
 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
2023, respectively,
refer to
Note 4.
uses historical
default experience
over the
lifetime of
debt securities
in
 order to calculate a lifetime loss rate
for its held to maturity debt securities. As
of each of July 1, 2023, and
June 30, 2024, the carrying
 value of the Company's held
to maturity debt securities was $
.
 Impairment of debt securities
 Up
until
the
adoption
of
 Measurement
of
Credit
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
consolidated statement
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
sell the
debt security
before recovery
amortized cost
basis. However,
the
 impairment loss
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
in other
 income, net of applicable taxes.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 2.
 Equity securities
are
measured
at
fair
value.
Changes
in
the
fair
value
of
are
in
the
 consolidated statement
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
changes in
observable prices
 securities are discussed in Note 9. There were
 no

changes in the fair value of the Company's cost minus
changes in observable prices
 equity securities during the
year ended June 30,
2024, 2023 and 2022,
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.

 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.

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

 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
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
 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
also
with
cash
and
digitization
which
enables
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 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, as a transaction processor and in the capacity
of an agent, facilitates the delivery of
value added services ("VAS")
 to its
customers (including
prepaid airtime
vouchers, prepaid
electricity and
gaming vouchers)
and earns
a commission
once these
 services 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 VAS
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
 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 revenue fluctuates based
on 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
monthly
 basis on
all active
bank
accounts,
which
are earned
over
time and
billed
on a
monthly
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
loans
to
(consumers)
in
South
and
charges
up-front
initiation
fees
and
 monthly service fees.
Initiation fees are
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 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
fee
are
earned
over
time
and
is
fixed
upon
initiation
and
does
not
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.

 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 transaction price specified
in the contract as the hardware is
delivered to the customer.
Licenses include the right to use
 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
the years
ended
2023 and 2022, the
Company incurred research
and development expenditures
of $
 0.5

 0.5

 0.5

 Computer software development
 Product
costs in
of
software
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
The
 Company used the enacted statutory
tax rate of
 % for the years ended June 30,
2024 and 2023, and the enacted rate
of
 % for the
2022 to
measure current
tax expense
(benefit) and
expense (benefit)
in South
Africa. There
was a
 change in the South African
enacted tax rate during the
year ended June 30, 2023,
from
 % to
 %, and the Company measured
its
 South African current tax expense for the years ended June 30, 2023 and 2024 and its South African deferred tax assets and liabilities
 as of June 30, 2023 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 assets or a portion thereof will be realized.
 Unrecognized tax benefits are recorded in the financial statements for positions which are not considered more likely than not of
 being sustained based on the
technical merits of the position
on 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 assessment
possible outcomes.
policy
is to
include interest
to income
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
 Equity instruments issued
to third parties 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 expense on a straight-line basis (net
 of estimated forfeitures) over
the requisite service period. The forfeiture
rate is estimated based on
the Company's expectation
awards that will
be forfeited
prior to vesting.
records deferred tax
assets for equity
instrument awards that
in
deductions
on
the
tax
returns,
based
on
the
of
instrument
cost
and
the
statutory
tax
rate
in
the
jurisdiction
in
which
it
will
receive
a
deduction.
Differences
the
tax
 recognized for financial reporting purposes and the actual tax deduction reported on the Company's
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
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 June 2016, the Financial Accounting Standards Board ("FASB") issued guidance regarding
 Measurement of Credit Losses on
 Financial Instruments
. The guidance
replaces the incurred
loss impairment
methodology in
current GAAP
with a methodology
that
 reflects expected credit losses
and requires consideration of a
broader range of reasonable and
supportable information to inform credit
 loss estimates.
For trade and
other receivables,
loans, and
other financial
instruments, an entity
is required
to use a
forward-looking
 expected loss
model rather
than the incurred
loss model for
recognizing credit
losses, which reflects
losses that are
probable. Credit
 losses relating to
available-for-sale debt securities will
also be
recorded through an
allowance for credit
losses rather than
as a
reduction
 in the amortized cost basis of the securities. The guidance became effective for the Company beginning July 1, 2023. The adoption of
 this guidance did not have a material impact on the Company's
financial statements and related disclosures, refer to Note 4.
 In November
2019, the
FASB
issued guidance

Instruments—Credit
Losses (Topic
326),
Derivatives and
 Hedging
(Topic
815),
and
Leases
(Topic
842).

The
a
framework
to
stagger
dates
for
future
major
standards
and
amends
the
dates
for
major
new
standards
to
give
relief
to
 certain types
of entities,
including Smaller
Reporting Companies.
is a Smaller
Reporting Company.
Specifically,
the
 guidance changes some effective
dates for certain
new standards on
the following topics
in the FASB Codification, namely Derivatives
 and Hedging
(ASC 815);
Leases (ASC
842); Financial
Instruments —
Credit Losses
(ASC 326);
and Intangibles
— Goodwill
and
 Other
(ASC
350).
The
defers
the
adoption
date
of
 Measurement
of
Credit
Losses
on
 Instruments

Company from
July 1, 2020
to July
1, 2023.
The guidance
became effective
Company beginning
July 1,
 2023. The
adoption of
this guidance
did not
material impact
and related
disclosures,
 refer to Note 4.

 Recent accounting pronouncements not yet adopted
as of June 30, 2024
 In
2023.
the
FASB
issued
Reporting
(Topic
280)

to
improve
reportable
requirements,
enhanced
disclosures
about
expenses.
In
addition,
the
 enhances
interim disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit
 or loss,
new segment
requirements
for entities
with a
single reportable
segment,
and
contains
other disclosure
 requirements. This
guidance is
Company beginning
July 1,
2024 for
its year
30, 2025,
and for
interim
 periods commencing from July
1, 2025 (i.e.
for the quarter
ended September 30, 2025).
The Company is currently
assessing the impact
 of this guidance on its financial statements and related disclosures.
 In
December
2023,
the
FASB
issued
 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
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.

 (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, 2024 and 2022, is summarized in the table below:

 2024
 2022
 Total cash paid
 $
 2,248
 $
 240,582
 Less: cash acquired
 38,423
 Total cash paid, net
of cash received
 (1)
 $
 1,583
 $
 202,159

 (1) – amount for 2022 represents the cash paid, net of cash acquired, to acquire
a controlling interest in Connect.

 2025
proposed acquisition of Adumo
 On May 7,
2024, the Company
entered into a
Sale and Purchase
Agreement (the
"Purchase Agreement")
with Lesaka SA,
and
 Crossfin Apis Transactional
Solutions (Pty) Ltd
and Adumo ESS
(Pty) Ltd ("the
Sellers"). Pursuant to
the Purchase Agreement
and
 subject to its terms and
conditions, Lesaka, through its
subsidiary,
Lesaka SA, agreed to
acquire, and the Sellers agreed
to sell, all of
 the outstanding equity interests and certain claims in the Adumo (RF) Proprietary
Limited ("Adumo").
 The
will
be
settled
the
combination
of
an
of
 17,279,803

of
the
 common stock ("Consideration Shares") and a ZAR

 12.5

million, translated at the prevailing rate of $1: ZAR
 18.5

as of
 May
7,
2024)
in
cash.
The
share
was
based
off
of
the
base
of
ZAR
 1.59

($
 85.9
less
the
ZAR

cash
payment,
implying
a
value
per
share
of
$
 4.25

((ZAR
 1.59

–
ZAR
 0.232

billion)/
 17,279,803

/ ZAR
 18.5
).
 The Purchase
Agreement includes
customary covenants
Sellers, including
(i) to
conduct the
business in
the ordinary
 course during the period between
the execution of the Purchase
Agreement and the closing of
the transactions contemplated thereby,
 and (ii) not to engage in certain kinds of transactions during such period.
 The closing of
the transaction is
subject to customary
closing conditions,
including the following
open conditions (i)
obtaining
 certain third-party
consents; and (ii).
Lesaka SA (or
is nominee),
on or before
October 31, 2024,
concluding a written
unconditional
 agreement with Crossfin SPV in relation to the acquisition of all (and not
only a portion) of one of the ultimate shareholders' pro rata
 entitlements to
Consideration Shares
(other than
those which
are required
to be
liquidated in
order to
satisfy cash
tax obligations),
 provided that the aggregate consideration
for such entitlements will be equal
to an amount of ZAR
 285,772,238

and provided further
 that: (1)
Lesaka (or
its nominee,
as applicable)
has provided
a bank
guarantee from
Rand Merchant
Bank (a
division of
FirstRand
 Bank Limited) or other South African
registered bank in respect of the
settlement of such aggregate consideration
and (2) that, to the
 extent applicable,
Lesaka's nominee
has, prior
conclusion thereof,
obtained all
approvals as
conclude and
 implement such agreement.
 The
have
been
met
as
of
the
date
of
this
Report
on
Form
(i)
from
the
 competition authorities of South Africa and Namibia; (ii) exchange control approval from the financial surveillance department of the
 South
Reserve
Bank
(iii)
from
all necessary
bodies
and
from
to
issue the
Consideration
 Shares to the
Sellers; (iv) the
Company obtained confirmation
from RMB that it
has sufficient
funds to settle
the cash portion
consideration;
(v)
of Adumo
(including
preference
shareholders)
with respect
to entering
into and
 implementation of the Purchase
Agreement, and all other
agreements and transactions contemplated
in the Purchase Agreement;
(vi)
 obtained
the consent
of Adumo's
lender
Adumo entering
into and
implementing
the
Purchase
Agreement,
and
all other
 agreements and
transactions contemplated
Purchase Agreement,
(vii) the
release of
certain Seller's
shares held
as security
by
 such bank;
(viii) obtained
the consent
of the lender
of one of
Adumo's
shareholders regarding
Adumo entering
into the transaction;
 and (ix) the
Company signing a written
addendum to the Policy
Agreement with International
Finance Corporation that
provides for
 the inclusion of the Consideration Shares attributable to certain Seller shareholders
in the definition of "Put Shares" under the Policy
 Agreement, and related change.
 The
has
agreed
to file
a
resale
registration
with
the
United
States
Securities
and
Commission
 ("SEC") covering
the resale
Consideration
Shares by
the Sellers
the closing
transaction. The
Company has
 undertaken to use its commercially reasonable efforts to
have the resale registration statement declared effective by
the SEC following
 its filing.
 The
transaction-related
of
$
 2.3

the
year
ended
June
30,
2024,
to
the
 process
to
acquire
Adumo.
's
accruals
presented
in
Note
of
as June
30,
2024,
an
accrual
of
 related expenditures of
$
 0.9

million and the
Company expects to
incur a further
$
 1.4

million in transaction
costs over the
remainder
 of the 2025 calendar year.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 3.
ACQUISITIONS (continued)
 2024
Acquisitions
 April 2024
acquisition of Touchsides
 In April 2024
the Company closed
the acquisition of
Touchsides (Pty) LTd ("Touchsides"). Touchsides
is a leading
data analytics
 and insights company,
and complementary with
Kazang business. The
acquisition expands Kazang's
footprint in the
 informal market by adding an established solution that
has a strong presence in the
licensed tavern market. Touchsides has an installed
 base of over
 10,000

active POS terminals across South Africa's licensed taverns, and processes more than
 1.5

million transactions per
 day.
The business
platform-as-a-service
("PaaS") and
software-as-a-service
("SaaS") solutions
to
licensed
tavern outlets,
 enabling
the measurement
of sales
activity in
real-time,
of stock
levels and
informing
commercial
decisions,
such as
 pricing
and
promotional
offers.
The
data
and
insights
gathered
from
these
terminals
carries
value
and
to
be
 monetized
relationships
with
a
range
of
clients
fast-moving
goods
companies,
retailers,
wholesalers,
 route-to-market suppliers, and financiers.
 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:

 Touchsides
 April 2024

 $
 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
operations have
not been presented
because the
effect of
the Touchsides
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 Touchsides
acquisition, it has contributed
revenue and net loss
of $
 0.9

 0.2

 respectively, for the
year ended June 30, 2024.
 2023
Acquisitions
 None.
 2022
Acquisitions
 April 2022 acquisition of Connect
 On October 31, 2021, the Company entered into a
Sale of Shares Agreement (the "Sale Agreement") with the
Sellers (as defined
 in
the
Sale
Agreement),
Cash
Solutions
("CCMS"),
Ovobix
(RF)
 ("Ovobix"),
Luxiano
("Luxiano")
and
K2021477132
(South
Africa)
("K2021"
and
 together with CCMS, Ovobix
and Luxiano, "Connect").
Pursuant to the Sale
Agreement, and subject
to its terms and
conditions, the
wholly-owned subsidiary,
Lesaka SA (formerly
named Net1 SA),
agreed to acquire,
and the Sellers agreed
to sell, all of
 the outstanding equity interests and certain claims in Connect. The transaction
closed on April 14, 2022.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 3.
ACQUISITIONS (continued)
 2022
Acquisitions (continued)
 April 2022 acquisition of Connect (continued)
 The total
purchase consideration
was ZAR
 3.8

 258.9

million), comprising
ZAR
 3.5

 240.6

million) in
cash,
 contingent
of
ZAR
 23.8

($
 1.6

and
ZAR
 241.9

($
 16.7

in

of
the
 Company's common stock. The contingent
consideration related to
a tax matter
which was resolved
in July 2022,
and the consideration
 was
settled
in
cash
in
September
2022.
The
contingent
is
in
the
caption
other
payables
in
the
 consolidated balance
sheet as of
2022, refer
to Note 13.
The

shares of common
stock are
issuable in
 three

equal
 tranches on
the first,
second and
third anniversaries
closing and
was calculated
as ZAR
 350.0

million divided
 sum of $
 7.50

multiplied by the closing date exchange
rate (as defined in the Sale Agreement)
of $1:ZAR
 14.65165
. Refer to Note 14
 for issuances during the year
ended June 30, 2024 and
2023, respectively. The fair value of the purchase
consideration settled in shares
 of
stock
of $
 16.7

was calculated
as

of
stock
multiplied
April 13,
2022
 closing price on the NasdaqGS of $
 5.23
.
 The
of
the
was
to
conditions,
(i)
from
the
competition
 authorities of South
Africa, Namibia and
Botswana, (ii) exchange
control approval from
the financial surveillance
department of the
 South
African Reserve Bank, and (iii) obtaining certain third-party
consents. In addition, the closing of the transaction was subject to
 entry into
definitive financing
agreements by
and CCMS
for an
aggregate of
ZAR
 2.4

billion in
debt financing
 provided by Rand Merchant Bank and satisfying the conditions precedent
for funding thereunder, of which ZAR
 1.1

billion relates to
 the financing agreements described below and ZAR
 1.3

billion related to finance agreements signed between CCMS
and RMB. Of the
 ZAR
 1.3

billion related to
CCMS, approximately ZAR

million related to
new debt as part
of the funding of
the acquisition. The
 definitive loan agreements became effective upon closing the transaction
,
refer to Note 12.
 The
South
competition
authorities
the
to
relating
to
 employment, increasing the spread
of ownership by
historically disadvantaged people ("HDPs")
and workers, and investing
in supplier
 and enterprise development. Further to increasing the
spread of ownership by
HDPs, Lesaka is required to
establish an employee share
 ownership scheme
("ESOP") within

months of
the implementation
Connect acquisition
that complies
with certain
design
 principles for the
benefit of the workers
of the merged
entity to receive
a shareholding in Lesaka
equal in value
to at least
 % of the
 issued
in
date
acquisition.
If

months
date of
the transaction,
 Lesaka generates
a positive net
profit for three
consecutive quarters,
the ESOP shall
increase to an
amount equal
in value to
at least
 % of
the issued
shares in
Lesaka at
the date
Connect acquisition.
The final
structure of
the ESOP
is contingent
on Lesaka
 shareholder
and
relevant
and
governance
approvals.
The ESOP
had not
been
established
as of
the date
 consolidated annual financial statements.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 3.
ACQUISITIONS (continued)
 2022
Acquisitions (continued)
 April 2022 acquisition of Connect (continued)
 The
transaction-related
of
$
 6.0

the
year
ended
June
30,
2022,
to
the
 acquisition of Connect. On acquisition, the Company recognized
a deferred tax liability of approximately $
 50.3

million related to the
of
the
year
ended
June
30,
2022.
The
final
price
allocation
of
the
 acquisition, translated at the foreign exchange rates applicable on the date
of acquisition, is provided in the table below:

 April 2022

 $
 38,423
 Accounts receivable
 24,032
 Finance loans receivable
 15,706
 Inventory

 11,431
 Property, plant and equipment
 20,872
 Operating lease right of use asset
 Equity-accounted investment
 179,484
 Deferred income taxes assets
 2,284
 Short term facilities
 ( 16,903)
 Accounts payable

 ( 27,914)
 Other payables

 ( 4,793)
 Operating lease liability – current
 ( 434)
 Current portion of long – term borrowings
 -
 Income taxes payable

 ( 982)
 Deferred income taxes liabilities
 ( 50,255)
 Operating lease liability - long-term
 ( 319)
 Long-term borrowings
 ( 86,960)
 Settlement assets

 13,561
 Settlement liabilities

 ( 12,875)
 Fair value of assets and liabilities on acquisition
 $
 258,877

 (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
2024, and June
30, 2023, are
presented in the
 table below:

 2024
 2023
 Accounts receivable, trade, net

 $
 13,262
 $
 11,037
 Accounts receivable, trade, gross

 14,503
 11,546
 Allowance for credit losses, end of period
 1,241
 Beginning of period
 Reallocation to allowance for credit losses
 (1)
 -
 ( 418)
 ( 511)
 ( 31)

 1,305
 2,005

 ( 67)
 ( 1,645)

 Current portion of amount outstanding related to sale of interest in Carbon,
net of
 allowance: 2024: $

2023: $
 1,000
 -
 -
 Current portion of total held to maturity investments
 -
 -
 7.625
 % of Cedar Cellular Investment 1 (RF) (Pty) Ltd
 8.625
 %
 notes
 -
 -
 Other receivables

 23,405
 14,628
 Total accounts receivable,
net

 $
 36,667
 $
 25,665

 (1) Represents reallocation
of a portion of
the Merchant allowance for
credit losses as of
June 30, 2022, which
was included in
 the allowance for credit losses as of June 30, 2022.

 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
to
the
total
invoiced
 amounts.
The
balance
are
more
volatile
than
the
monthly
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
sale of
the equity
-accounted
investment in
October
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.
 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
 respectively was $

(zero).
 No

interest income from the Cedar Cellular note was recorded during the years ended June 30, 2024, 2023
 and 2022, 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, 2024 and 2023. 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, 2024:

 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, 2024, and June 30, 2023, is presented in the table
below:

 2024
 2023
 Microlending finance loans receivable, net
 $
 28,184
 $
 20,605
 Microlending finance loans receivable, gross
 30,131
 22,037
 Allowance for credit losses - finance loans receivable, end of period
 1,947
 1,432
 Beginning of period
 1,432
 1,394

 ( 210)
 -

 2,454
 1,452

 ( 1,795)
 ( 1,214)

 ( 200)
 Merchant finance loans receivable, net
 15,874
 16,139
 Merchant finance loans receivable, gross
 18,571
 18,289
 Allowance for credit losses - finance loans receivable, end of period
 2,697
 2,150
 Beginning of period
 2,150
 Reallocation from allowance for credit losses
 (1)
 -

 ( 359)
 ( 1,268)

 2,479
 3,068

 ( 1,672)
 -

 ( 365)
 Total finance
loans receivable, net

 $
 44,058
 $
 36,744

 (1) Represents reallocation of
a portion of the
Merchant allowance for credit losses
- finance loans receivable
as of June 30,
2022,
 which was included in the allowance for credit losses as of June 30, 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
 Finance loans receivable, net (continued)
 Total finance
loans receivable, net, comprises microlending finance loans receivable related to the Company's
microlending
in South
Africa as
well as
its merchant
finance loans
receivable related
to Connect's
lending activities
in South
 Certain merchant finance
loans receivable with
an aggregate balance
of $
 15.2

million as
2024 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
 six 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 July 1, 2023
and June 30,
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, 2024.
 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
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
has
recently
(in
the
past
)
commenced
to
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. The allowance
 for credit losses related to these merchant finance loans receivables
is calculated by adding together actual receivables in
default plus
 multiplying the lifetime
loss rate with the
month-end outstanding lending
book. The lifetime loss
rate as of each
of July 1, 2023
and
 June
30,
2024,
was
 1.18
 %.
The
performing
(that
is,
loan
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)
book represents
 %,
 % and
 %,
 outstanding lending book as of June 30, 2024.

 5.
INVENTORY
 The Company's inventory
comprised the following categories as of June 30, 2024, and 2023.

 2024
 2023
 Raw materials
 $
 2,791
 $
 2,819
 Work in
progress
 Finished goods

 15,364
 24,488
 $
 18,226
 $
 27,337

 As of June
30, 2024 and
2023, finished goods
includes $
 1.8

 8.6

million, respectively,
of Cell C
airtime inventory
 that was
previously classified
as finished
goods subject
to sale restrictions.
In support
of Cell C's
liquidity position
and pursuant
to
 Cell C's
recapitalization process,
limited the
resale of
this airtime
to its
own distribution
channels. On
September 30,
 2022, Cell C concluded its recapitalization process and the Company and Cell
C entered into an agreement under which Cell C
agreed
 to
repurchase,
from
October
2023,
up
to
ZAR

of
Cell
C
inventory
from
the
per
month.
The
to
be
 repurchased by
Cell C was
calculated as
ZAR

million less the
face value
of any
sales made
Company during
that month.
ability to
sell this
airtime increased
significantly since
the acquisition
of Connect
because Connect
is a
 reseller of Cell C airtime. As a result, the Company sold higher volumes of airtime through this channel than it did prior to the Cell C
 recapitalization. The Company agreed to notify Cell C prior to selling any of this airtime, however,
there was no restriction placed on
 the Company on the sale of the airtime. The Company has sold all of this inventory
as of the end of August 2024.

 (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
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 primarily through regular financing activities. Interest rates in South Africa have been trending upwards
in recent quarters
 but have,
as of the
date of
these consolidated
annual financial
statements, stabilized
and are
expected to
remain at
current levels,
or
 perhaps even
decline moderately
towards the last
quarter of calendar
2024. Therefore,
ignoring the impact
of changes to
the margin
 on its borrowings (refer to Note 12), the Company expects its
cost of borrowing to remain stable, or even to decline moderately, in the
 foreseeable
future, however
if the
upward trend
resumes
would
expect
higher interest
rates in
the future
which
will
 increase its
cost of
borrowing. The
Company periodically
evaluates the
cost and
effectiveness
of interest
rate hedging
strategies to
 manage
this
risk.
The
generally
maintains
surplus
cash
in
cash
equivalents
and
held
to
maturity
and
has
 occasionally invested in marketable securities.
 Credit risk
 Credit
risk
relates
to
the
risk
of
loss
that
the
would
incur
as
a
of
non-performance
by
counterparties.
The
maintains
risk
in
of
its
counterparties
to
minimize
overall
risk.
These
an
of
a
counterparty's
condition,
rating,
and
other
criteria
and
risk
mitigation
tools
as
the
management deems appropriate.
With respect
to credit risk on
financial instruments, the
Company maintains a
policy of
 entering
into such
transactions only
with South
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
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 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, 2023,
and valued Cell
C at $
 0.0

(zero) and
$
 0.0

(zero) as
of
 June 30, 2024, and June 30, 2023, 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
 the marketability
discount of
 % and a
minority discount from
of
 %. The Company
utilized the latest
business plan provided
by
 Cell C management for the period ended December 31, 2027, for the June 30, 2024, and June 30, 2023, valuations. Adjustments have
 been made to the WACC
rate to reflect the Company's
assessment of risk to Cell C achieving its business plan.
 The following key valuation inputs were used as of June 30, 2024 and 2023:

 Weighted Average
Cost of Capital ("WACC"):
 Between
 % and
 % over the period of the forecast
 Long-term growth rate:
 4.5
 % (
 4.5
 % as of June 30, 2023)
 Marketability discount:
 % (
 % as of June 30, 2023)
 Minority discount:
 % (
 % as of June 30, 2023)
 Net adjusted external debt - June 30, 2024:
 (1)
 ZAR

 0.4

billion), no lease liabilities included
 Net adjusted external debt - June 30, 2023:
 (2)
 ZAR
 8.1

 0.4

billion), no lease liabilities included

 (1) translated from ZAR to U.S. dollars at exchange rates applicable as of
June 30, 2024.
 (2) translated from ZAR to U.S. dollars at exchange rates applicable as of
June 30, 2023.

 The fair value
of Cell C
30, 2024, 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 weighted
average cost
 of capital
("WACC")
rate used;
and (iii)
the minority
and marketability
discount used.
Utilization of
different inputs,
or changes
to
 these inputs, may result in 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, 2024, all amounts translated at
 rates applicable as of June 30, 2024:

 Sensitivity for fair value of Cell C investment
 1.0% increase
 1.0% decrease
 WACC
rate
 $
 -
 $
 1,010
 EBITDA margin
 $
 $
 -

 The fair value of
the Cell C shares as
of June 30, 2024,
represented approximately
 % of the Company's
total assets, including
 these shares.
The Company expects to
hold these shares for
an extended period
of time and that
there will be short-term
equity price
 volatility with respect to these shares particularly given the current situation of
Cell C's business.
 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 fair value measurement
under Level 1 or 3 of the fair value hierarchy.

 The Company had
 no

outstanding foreign exchange contracts as of June 30, 2024 and June 30,
2023, respectively.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 6.
OF FINANCIAL INSTRUMENTS (continued)
 Financial instruments (continued)
 Derivative transactions - Foreign exchange option contracts during the year ended June
30, 2022
 The Company held a significant amount of U.S. dollars in early fiscal 2022 and intended to use a portion of these funds to settle
 part of the purchase
consideration related to the
Connect acquisition. The purchase
consideration was expected
to be settled in
ZAR.
 Accordingly,
the
into
option
with
FirstRand
Bank
acting
its
Rand
 Merchant Bank division ("RMB") in November 2021
in order to manage the risk of currency volatility and to fix
the ZAR amount to
 be
utilized
for
part
of
the
settlement. These
option
contracts,
also
known
as
synthetic
 forwards, were over-the-counter derivative transactions (Level 2). RMB's long
-term credit rating is "BB". The Company used quoted
 prices in active markets for similar assets and liabilities to determine fair value
of the foreign exchange option contracts (Level 2).

marked-to-market the synthetic
forwards as of
December 31, 2021,
using a Black-Scholes
option pricing model
 which determined
the respective fair
value of the
options utilizing
current market
parameters. During
the year ended
June 30, 2022,
 the Company recorded a net gain of $
 3.7

million, which comprised a net gain of $
 6.1

million (which includes the reversal of the $
 2.4
.
 million unrealized
loss which
was previously
recognized) recorded
three months
ended March
2022, and
the unrealized
 loss of $
 2.4

million recorded during
the three months ended
December 31, 2021.
The net gain is
included in the caption
gain related
 to fair value adjustment to currency options in the Company's consolidated statements of operations for the year ended June 30, 2022.
 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:

 Cash, cash equivalents and
 restricted cash (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

 The following table presents the Company's
assets measured at fair value on a recurring basis as of
June 30, 2023, 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)
 3,119
 -
 -
 3,119
 Total assets at fair value

 $
 3,377
 $
 -
 $
 -
 $
 3,377

 (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, 2024, 2023 and 2022, 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, 2024
and 2023. 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, 2024:

 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, 2023:

 Carrying value
 Balance as at June 30, 2022
 $
 -
 (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
are stated
at cost
less allowance
for doubtful
 receivable. 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
charges
 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
 2024 and 2023:

 2024
 2023
 Cost
 Vaults
 $
 24,641
 $
 19,229
 Computer equipment
 44,538
 35,158
 Furniture and office equipment
 9,365
 7,508
 Motor vehicles
 3,088
 2,070
 Plant and machinery
 81,698
 64,010
 Accumulated depreciation:
 Vaults
 8,838
 4,353
 Computer equipment
 32,871
 25,645
 Furniture and office equipment
 6,854
 5,602
 Motor vehicles
 1,165
 Plant and machinery
 49,762
 36,563
 Carrying amount:
 Vaults
 15,803
 14,876
 Computer equipment
 11,667
 9,513
 Furniture and office equipment
 2,511
 1,906
 Motor vehicles
 1,923
 1,115
 Plant and machinery
 $
 31,936
 $
 27,447

 8.
LEASES
 The
has
entered into
leasing
classified
as operating
leases under
guidance.
These leasing
relate primarily
lease of
its corporate
head
office,
administration
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
financial services
business from
 locations which it leases for a period of less than
 one year
.
operating lease expense
during the years
2024, 2023 and
2022, was $
 3.2

 2.9

 and $
 4.0

million, respectively. The Company
does not have any significant leases that have not commenced as of June 30, 2024.
has entered into
short-term leasing
arrangements, primarily
for the lease
of branch
locations and other
locations
 to operate
its financial
services business
in South
short-term lease
expense during
the years
30,
 2024, 2023 and 2022, was $
 3.6

 4.2

 4.9

 (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, 2024 and 2023:

 2024
 2023
 Right-of-use assets obtained in exchange for lease obligations
 Weighted average
remaining lease term (years)
 3.07
 1.77
 Weighted average
discount rate
 10.5
 %
 9.7
 %
 Maturities of operating lease liabilities
 2025
 $
 3,143
 2026
 2,442
 2027
 1,864
 2028
 1,226
 2029
 Thereafter
 -
 Total undiscounted
operating lease liabilities
 8,831
 Less imputed interest
 1,401
 Total operating lease liabilities,
 7,430
 Operating lease liability - current
 2,343
 Operating lease liability - long-term
 $
 5,087

 9.
INVESTMENTS AND OTHER LONG-TERM ASSETS
 Equity-accounted investments
 The Company's ownership percentage
in its equity-accounted investments as of June 30, 2024 and 2023, was as follows:

 2024
 2023
 Sandulela Technology
Proprietary Limited ("Sandulela")

 %

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

 %

 %
 Finbond Group Limited ("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 the South African facilities described in Note
 12.
 Sale of Finbond shares during the years ended
June 30, 2024, 2023 and 2022
 On
August
10,
2023,
the
its
wholly
owned
subsidiary
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 was subject to certain conditions, including regulatory and shareholder approvals, which were
 finalized 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 received
 64.2

 3.5

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

and
 22,841,030

in
for
cash
the
years
ended
June
30,
2023
and
2022,
 respectively, and recorded a loss of $
 0.4

 0.4

million in the caption loss
on equity-accounted investment in the
 consolidated statement of operations for the years ended June 30,
2023 and 2022.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 9.
 Equity-accounted investments (continued)
 Finbond (continued)
 Sale of Finbond shares during the years ended
June 30, 2024, 2023 and 2022 (continued)
 The following table presents the calculation of
the loss on disposal of Finbond
shares during the years ended June
30, 2024, 2023
 and 2022:

 Year
 2024
 2023
 2022
 Loss on disposal of Finbond shares:
 Consideration received in cash
 $
 3,508
 $
 $
 Less: carrying value of Finbond shares sold
 ( 2,112)
 ( 363)
 ( 630)
 Less: release of foreign currency translation reserve from accumulated
 other comprehensive loss
 ( 1,543)
 ( 252)
 ( 620)
 Add: release of stock-based compensation charge related
to equity-
 accounted investment
 Loss on sale of Finbond shares
 $
 -
 $
 ( 341)
 $
 ( 376)

 Finbond impairments
recorded during
the year ended June 30, 2024
 As noted
earlier,
entered into
an agreement
to exit
its position
Company considered
this an
 impairment indicator. The
Company is required to include any foreign currency translation reserve
and other equity account amounts
 in its impairment assessment if it considers exiting an equity method investment. The Company performed an impairment assessment
holding in
Finbond, including
the foreign
currency translation
reserve and
other equity
account amounts,
as of September
30,
 2023. The Company recorded an impairment loss of $
 1.2

million during the quarter ended September 30, 2023, which represented the
 difference between
the determined fair value
interest in Finbond and
carrying value, including
the
 foreign currency
translation reserve
(before the
impairment). The
Company used
the price
 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,
related to the
 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
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
through its
wholly-owned subsidiary,
Net1 Applied
Technologies
Netherlands B.V.
("Net1
 BV"),
into
a binding
term
sheet
Etobicoke
("Etobicoke")
to sell
its entire
interest, or
 %,
in Carbon
to
 Etobicoke for $
 0.5

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

million, to Etobicoke for $
 0.75

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

(zero) at June
30, 2022. The
parties agreed that
Etobicoke pledge the
Carbon shares
 purchased as security for the amounts outstanding under the binding term sheet.

 The
$
 0.25

on
and
the
balance
due
by
Etobicoke
was
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
(refer to Note
4)). Both amounts
were included in
the
 caption accounts receivable, net and
other receivables in the
Company's consolidated balance sheet as of June
30, 2023. The Company
 has allocated the $
 0.25

million received on closing
to the sale of
the equity interest and
allocated 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.
 Equity-accounted investments (continued)
 Carbon (continued)
believed that
the fair
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.
that it
utilize the
loss generated
Net1 BV
does
not
 generate taxable income.

 Bank Frick
 Sale of entire interest in Bank Frick in February 2021 – receipt of cash proceeds during the year ended June 30, 2022
 On February 3, 2021,
the Company, through its wholly-owned subsidiary, Net1 Holdings LI
AG ("Net1 LI"), entered
into a share
 sales agreement
with the Frick
Family Foundation
("KFS") to sell
its entire interest,
or
 %, in Bank
Frick to KFS
for $

 Lesaka and certain entities within the
IPG group also entered into an
indemnity and release agreement with KFS
and Bank Frick under
 which
the
parties
agreed
to
terminate
all existing
with
Bank
Frick
and
settle all
to
the
 activities with Bank Frick
through the payment of
$
 3.6

million to KFS. The Company
received $
 15.0

million, net, on closing, which
 comprised $
 18.6

million less the
$
 3.6

million due to
KFS to terminate
all existing arrangements
with Bank Frick
and settle all
 related to IPG's activities with Bank Frick. The outstanding
balance due by KFS of $
 11.4

million was received in full during the year
 ended June 30, 2022.

 V2 Limited
 The Company sold its investment in V2 Limited, now named VantagePay,
("V2"),
an equity accounted investment, on April 22,
 2021,
for
one
dollar.
The
had
also
committed
to provide
V2
with
a working
of $
 5.0

which
was
the achievement
of certain
pre-defined objectives,
and in
June 2020
it provided
$
 0.5

million to
V2 under
this facility.
In
 September 2020, the Company and V2 agreed to reduce the $
 5.0

million working capital facility to $
 1.5

million. In October 2020, V2
 drew down the remaining available $
 1.0

million of the working capital facility. The Company created an allowance for doubtful 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
 was still outstanding as of June 30, 2024.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 9.
 Equity-accounted investments (continued)
 Summarized
below is
the movement
in equity-accounted
investments during
the years
which
 includes the investment in equity and the investment in loans provided
to equity-accounted investees:

 Other
 (1)
 Total
 Investment in equity
 $
 5,760
 $
 $
 5,861
 Stock-based compensation

 -
 Comprehensive loss:
 ( 1,271)
 ( 1,182)
 Other comprehensive income

 3,935
 -
 3,935
 Equity accounted (loss) earnings
 ( 5,206)
 ( 5,117)
 Share of net (loss) income
 ( 4,096)
 ( 4,007)
 Impairment
 ( 1,110)
 -
 ( 1,110)
 Dividends received

 -
 ( 42)
 ( 42)
 Sale of shares in equity-accounted investment
 ( 506)
 -
 ( 506)
 (2)
 ( 971)
 ( 17)
 ( 988)
 3,040
 3,171
 Stock-based compensation

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

 -
 Equity accounted (loss) earnings
 ( 1,445)
 ( 1,279)
 Share of (loss) net 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)
 $
 -
 $
 $
 Investment in loans:
 $
 -
 $
 -
 $
 -
 Loans repaid
 -
 ( 112)
 ( 112)
 Loans granted
 -
 -
 -
 -
 $
 -
 $
 -
 $
 -
 Loans
 Total
 Carrying amount as of:
 June 30, 2023
 $
 3,171

 $
 -

 $
 3,171

 $

 $
 -

 $

 (1) Includes Carbon,
Sandulela and SmartSwitch Namibia;
 (2) The foreign
currency adjustment represents
the effects
of the fluctuations
of the ZAR,
Nigerian naira
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.
 Other long-term assets
 Summarized below is the breakdown of other long-term assets as of June 30,
2024, and June 30, 2023:

 2024
 2023
 Total equity investments

 $
 $
 % (June 30, 2023:
 %) of MobiKwik
 (1)
 % of Cell C (June 30, 2023:
 %) at fair value (Note 6)
 -
 -
 87.50
 % of CPS (June 30, 2023:
 87.50
 %) at fair value
 (1)(2)
 -
 -
 Policy holder assets under investment contracts (Note 11)
 Reinsurance assets under insurance contracts (Note 11)
 1,469
 1,040
 Total other long-term
 $
 77,982
 $
 77,594

 (1)
that
and CPS
do not
have
readily
determinable
fair
values and
therefore
elected to
 record these investments
at cost minus impairment,
if any,
plus or minus changes
resulting from observable
price changes in orderly
 transactions for the identical or a similar investment of the same issuer.
 (2) On October 16, 2020,
the High Court of
South Africa, Gauteng Division, Pretoria
ordered that CPS be
placed into liquidation.

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.
During the
2019, the
 Company paid $
 1.1

million to subscribe
for additional shares in
MobiKwik. As of
each of June 30,
2024 and 2023, respectively,
the
 Company owned approximately
 % of MobiKwik's issued share capital.
 In October
2021, the
Company converted
(at a
rate of

for 1)
its
 310,781

compulsorily convertible
 cumulative
preferences
to
 6,215,620

in
anticipation
of
MobiKwik's
initial
offering.
The
percentage
remained
unchanged
the
conversion.
The
did
not
identify
any
observable
transactions
 during the years ended June 30, 2024,
2023 and 2022, respectively,
and therefore there was no change in
the fair value of MobiKwik
 during these years. Change in the fair value of MobiKwik are included in the caption "Change in fair value of equity securities" in the
 consolidated statement of operations. During
the year ended June 30, 2021, MobiKwik
entered into a number of separate agreements
 with new
to raise
capital through
the issuance
of additional
shares. The
used the
from
 MobiKwik's June 2021
capital raise as the basis for its fair value determination of $
 76.3

 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
South
described
in
Note
12.
On
September
30,
2022,
Cell C
completed
its recapitalization
process
which
the
 issuance of additional equity instruments by Cell C. The Company's effective percentage holding in Cell C's equity
has reduced from
 % to
 % following the recapitalization. The Company's
investment in Cell C is carried at fair value. Refer
to Note 6 for additional
 information regarding changes in the fair value of Cell C.
 CPS
deconsolidated
its investment
in CPS
in May
2020. As
 owned
 87.5
 % of CPS' issued share capital.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 9.
 Other long-term assets (continued)
 Revix
 In February 2022,
the Company sold its
entire interest in
Revix UK Limited
for cash of
$0.7 million because
the Company did
 not consider
the investment
core to
its strategy
to operate
in Southern
Africa. The
had
previously written
this
 investment to
$

(nil) and recognized
a gain on
disposal of $
 0.7

million, which
is included in
the caption gain
on disposal of
 securities in the Company's
consolidated statements of operations for the year ended June 30, 2022.
 Summarized below
are the components
without readily
determinable fair
value and held
to
 maturity investments as of June 30, 2024:

 Cost basis
 Unrealized
 holding gains
 Unrealized
 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
 $
 -
 $

 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, 2023:

 Cost basis
 Unrealized
 holding gains
 Unrealized
 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.
GOODWILL AND INTANGIBLE
ASSETS,
net
 Summarized below is the movement in the carrying value of goodwill
for the years ended June 30, 2024, 2023 and 2022:

 Gross value
 Carrying value
 Balance as of July 1, 2021
 $
 42,949
 $
 ( 13,796)
 $
 29,153
 Acquisition of Connect (Note 3)
 (2)
 -
 (1)
 ( 21,166)
 ( 20,189)
 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

 (1) – The
foreign currency
adjustment represents
the effects
of the fluctuations
between the South
African Rand and
the Euro,
 against the U.S. dollar on the carrying value.
 (2) – Represents
goodwill arising from
the acquisition of
Connect and translated
at the foreign exchange
rate applicable on the
 date the transaction became effective. This goodwill has been
allocated to the merchant reportable operating segment.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 10.
GOODWILL AND INTANGIBLE
ASSETS,
net (continued)
 Goodwill (continued)
with
the
of
represents the
excess
of
cost
over
the
fair
value
of
net assets.
 Connect goodwill
is not deductible
for tax purposes.
See Note 3
for the allocation
of the purchase
price to the
fair value of
 net assets.
 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.
 Except as discussed below,
 no

goodwill has been impaired during the years ended June 30, 2024, 2023
and 2022, respectively.
 Year ended
June 30, 2023 goodwill impairment loss
recognized an
impairment loss
of $
 7.0

million as
a result
annual impairment
analysis related
to goodwill
to
its
hardware/
software
its
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
caption
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
 in order
to determine
the fair
the business.
Based on
this analysis,
determined that
the carrying
the
 business' assets and liabilities exceeded their fair value at the reporting date.
 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 acquired
businesses may
be increased
 necessity of integrating personnel with disparate
business backgrounds and combining different corporate cultures. The
Company also
 may not be able to retain key employees or
customers of an acquired business or realize cost
efficiencies or synergies or other benefits
 that it
anticipated when
selecting its
acquisition candidates.
Acquisition candidates
may have
liabilities or
adverse operating
issues
 that the Company fails to discover through due diligence prior to the acquisition. These factors may also lead to impairments in future
 periods.
 Goodwill has been allocated to the Company's
reportable segments as follows:

 Carrying value
 Balance as of July 1, 2021
 $
 -
 $
 29,153
 $
 29,153
 Acquisition of Connect (Note 3)
 -
 (1)
 -
 ( 20,189)
 ( 20,189)
 -
 162,657
 162,657
 -
 (1)
 -
 ( 21,875)
 ( 21,875)
 -
 133,743
 133,743
 (1)
 -
 4,808
 4,808
 $
 -
 $
 138,551
 $
 138,551

 (1) –
The foreign
currency adjustment
represents the
effects of
the fluctuations
between the
rand and
the Euro,
 against the U.S. dollar on the carrying value.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 10.
GOODWILL AND INTANGIBLE
ASSETS,
net
 Intangible assets acquired
 Summarized below
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, 2022:
 Connect – integrated platform
 $
 142,981

 Connect – customer relationships
 20,516

 Connect – brands
 $
 15,987

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, 2024, 2023 and 2022, respectively.
 Summarized below is the carrying value and accumulated amortization of the intangible assets as of June 30, 2024, and June 30,
 2023:

 As of June 30, 2024
 As of June 30, 2023
 Gross
 value
 Net
 value
 Gross
 value
 Net
 value
 Finite-lived intangible assets:
 Customer relationships
 $
 25,880
 $
 ( 14,030)
 $
 11,850
 $
 24,978
 $
 ( 11,565)
 $
 13,413
 Software, integrated
 platform and unpatented
 115,213
 ( 25,763)
 89,450
 110,906
 ( 13,711)
 97,195
 FTS patent

 2,107
 ( 2,107)
 -
 2,034
 ( 2,034)
 -
 Brands and trademarks

 14,353
 ( 4,300)
 10,053
 13,852
 ( 2,863)
 10,989
 Total finite-lived
 intangible assets

 $
 157,553
 $
 ( 46,200)
 $
 111,353
 $
 151,770
 $
 ( 30,173)
 $
 121,597

 Aggregate
expense on
the finite-lived
intangible assets
for
the
years
30,
2024,
2023
and
2022,
was
 approximately $
 14.4

 15.0

 3.8

 Future estimated annual amortization expense for the next five
fiscal years and thereafter, using the exchange rates that prevailed
 on June
30, 2024, 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 2025
 $
 14,945
 Fiscal 2026
 14,944
 Fiscal 2027
 14,888
 Fiscal 2028
 14,853
 Fiscal 2029
 14,743
 Thereafter
 36,980
 Total future
estimated annual amortization expense
 $
 111,353

 (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, 2024 and 2023:

 Reinsurance
 (1)
 Insurance
 (2)
 Balance as of July 1, 2022
 $
 1,424
 $
 ( 1,955)
 Increase in policy holder benefits under insurance contracts

 ( 5,833)
 Claims and policyholders' benefits under insurance contracts
 ( 986)
 5,928
 (3)
 ( 183)
 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)

 (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, 2024 and 2023:

 (1)
 Investment
 (2)
 Balance as of July 1, 2022
 $
 $
 ( 349)
 Increase in policy holder benefits under investment contracts

 ( 6)
 Claims and decrease in policyholders' benefits under investment contracts

 ( 69)
 (3)
 ( 51)
 ( 241)
 Increase in policy holder benefits under investment contracts

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

 ( 44)
 (3)
 ( 1)
 ( 15)
 $
 $
 ( 216)

 (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
 The
below
have
been
translated
at
rates
as
of
the
dates
specified.
The
3-month
Johannesburg
 Interbank Agreed Rate ("JIBAR"), the rate at which private sector banks borrow funds from the
South African Reserve Bank, on June
 30, 2024, was
 8.4
 %. The prime rate, the benchmark
rate at which private sector banks
lend to the public in South
Africa, on June 30,
 2024, was
 11.75
 %.
 RMB Facilities, as amended, comprising a short-term facility (Facility E) and
long-term borrowings
 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
corporate
and
bank, and
Nedbank Limited
(acting
through its
Corporate
and Investment
Banking division),
an African
corporate
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 (refer to Note 3). Facilities A, B, C, D and F have been
 repaid and cancelled. As of June
30, 2024, the only remaining facilities are
Facility G and Facility H (as defined
below), and Facility
 E, an overdraft facility.
 Available short-term facility -
Facility E
 On
September
26,
2018,
SA
revised
its
amended
July
2017
Facilities
agreement
with
RMB
to
Facility
E,
an
 overdraft facility of up to ZAR
 1.5

 82.5

million, translated at exchange rates applicable as of June 30, 2024) to fund the cash
 in the Company's
ATMs.
The Facility E overdraft
facility was subsequently
reduced to ZAR
 1.2

 66.0

million, translated at
 exchange rates applicable as
of June 30, 2024) in
September 2019. On August
2, 2021, Lesaka SA and
RMB entered into a Letter
of
 Amendment to increase Facility
E from ZAR
 1.2

billion to ZAR
 1.4

 77.0

million, translated at exchange rates
applicable as
 of June 30, 2024).
On January 22, 2024,
Lesaka SA and RMB
entered into a
Letter of Amendment
to decrease Facility E
from ZAR
 1.4

billion to ZAR
 0.9

 49.5

million, translated at exchange rates applicable as of June 30, 2024).
 Interest
on
the
overdraft
is
payable
on
the
first
day
of
the
month
utilization
of
the
and
on
the
final
 maturity date based on the South African prime rate. The overdraft facility amount utilized must be repaid in full within one month of
 utilization and
at least
 % of
the amount
utilized must
be repaid
 25 days
. The
overdraft facility
is 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
 Limited, and
any rights
and claims
has against
Grindrod Bank
Limited. As
at June
had utilized
 approximately ZAR
 0.1

 6.7

million) of
this overdraft
facility.
This overdraft
facility may
only be
used to
fund ATMs
and
 therefore the overdraft utilized and converted to cash to fund the Company's
ATMs
is considered restricted cash.

 Long-term borrowings - Facility G and Facility H
 On March
16, 2023,
the Company,
through Lesaka
SA, entered
into a
Fifth Amendment
and
Restatement Agreement,
which
 includes, among other agreements, an Amended and
Restated Common Terms Agreement ("CTA"), an Amended 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
 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,
may borrow
up to
an aggregate
of approximately
 ZAR
 708.6

million. Facility G now
includes a term loan
 508.6

million and a
revolving credit facility of
up to ZAR

 Pursuant to the Facility H Agreement, Lesaka SA may borrow up to an aggregate
of approximately ZAR
 357.4

 The Loan
Documents contain
covenants that
require Lesaka
SA to
maintain a
specified total
asset cover
ratio and
 restrict the ability of Lesaka, 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
March 16, 2023, amendments to the CTA
include an amendment
 to the asset cover
ratio to change the
Covenant Equity Value
(as defined in
the CTA)
definition to include
 % of the book
 the Lesaka Financial Service Proprietary Limited (formerly known as Moneyline Financial Service Proprietary Limited)
receivables,
 and to deduct the net debt
(as defined in the CTA) of Cash Connect Management Solutions
Proprietary Limited ("CCMS") and K2021
 Proprietary Limited ("K2021") from the respective CCMS and
K2021 valuations. When determining the Covenant Equity Value,
the
 value of the aggregate of the CCMS Equity Value
(as defined in the CTA) and the K2021 Equity Value
(as defined in the CTA) must
 be at least

per cent of the Covenant Equity Value.
To the extent that the value of the
aggregate of the CCMS Equity Value
 K2021 Equity Value
is not at least

per cent of the
Covenant Equity Value,
the Covenant Equity Value
will be reduced so
 aggregate of the CCMS Equity Value and the K2021 Equity Value
is

per cent of the Covenant Equity Value. The amendments also
 include the removal of a requirement to maintain a minimum group cash balance.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 12.
 South Africa (continued)
 RMB Facilities, as amended, comprising a short-term facility (Facility E) and
long-term borrowings (continued)
 Interest on Facility
G and Facility
H (together,
the "Facilities") was based
on JIBAR in effect
from time to
time plus a margin,
 as a result
of the amendment,
from January
1, 2023 of:
(i)
 5.50
 % for as
long as the
aggregate balance
Facilities is greater
 than ZAR

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

million, but
greater
 than ZAR 350
million; or (iii)
 2.50
 % if the
aggregate balance under the
Facilities is less
than ZAR

million. Interest on
the Facilities
 may be capitalized
to each of
the facilities, and
will be repaid
on the maturity
date, provided that
the sum of
the outstanding facility
 (including interest and fees) plus any accrued interest does
not exceed
 1.2

times of the Facilities outstanding balance. Any interest that
 exceeds this cap must be settled in full on a quarterly basis.

 On
24,
2023,
the
SA,
into
an
Amendment
and
Restatement
Agreement
(the
 "Amendment"), which
includes an
amendment to
the interest rate
applicable to
Facility G and
Facility H,
Under these
 amendments a Look Through Leverage ("LTL")
ratio, as defined in the Amendment,
was added. The LTL
ratio is expressed as times
 ("x"), and was introduced to calculate
the margin used in the determination of
the interest rate. The LTL ratio is calculated as the
Total
 Attributable Net
Debt, as defined
in the Loan
Documents, to
the Total
Attributable EBITDA,
as defined
Amendment, for
the
 measurement period ending on a specified date.
 Interest on
Facility G
and Facility H
is based
JIBAR in
effect from
time to
time plus
a margin,
which as
a result of
the
 Amendment, from October 1, 2023,
will be calculated as: (i)
 5.50
 % if the LTL
ratio is greater than 3.50x; (ii)
 4.75
 % if the LTL
ratio
 is less than 3.50x but greater than 2.75x; (iii)
 3.75
 % if the LTL ratio is less than 2.75x but greater than 1.75x; or (iv)
 2.50
 % if the LTL
 ratio is less than 1.75x.
 Lesaka SA will pay a quarterly commitment fee computed at a rate of
 % of the Applicable Margin (as defined in the CTA) on
 the amount of the revolving credit facility outstanding
and such commitment fee will also be capitalized,
subject to the cap discussed
 above.
 The Facilities are repayable in
full on or before
December 31, 2025. 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.
 The then
amounts available
under
the Facilities
were utilized,
in full,
on April
14,
2022,
to part
fund the
of Connect.
In
April 2022,
paid
non-refundable
deal
origination
fees of
ZAR
 11.25

and
ZAR
 5.25
 million to the Lenders related to Facility G and Facility H, respectively.
 The Facility H
Agreement provides the Lenders
with a right
to discuss the
capitalization of the Lesaka
group with its
 and Value
Capital Partners Proprietary
Limited ("VCP") if Lesaka's
market capitalization on
the NASDAQ Stock Market
(based on
 the closing price
on the NASDAQ Stock
Market) on any day
falls below the USD
equivalent of ZAR
 3.250

billion. VCP is required
 to maintain an asset cover ratio above
 5.00
:1.00, calculated as the total VCP investment fund net
asset value (as defined in the Facility
 H agreement) divided by the Facility H borrowings outstanding, measured as of March, June, September and December
each year (as
 applicable) (each a
"Measurement Date"). The Lenders
require Lesaka SA to
deliver a compliance certificate
procured from VCP as
 of each applicable Measurement Date, which shows the computation
of the asset cover ratio.
 Connect Facilities, comprising long-term borrowings and a short-term facility
 On March 22, 2023,
the Company, through CCMS, entered
into a First
Amendment and Restatement Agreement, which
includes,
 among other
agreements, an
Amended
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

 to ZAR
 550.0

million. The
final maturity
date has
been extended
to December
31, 2027,
and scheduled
principal repayments
have
 been amended, with the
first scheduled repayment commencing from March 31, 2026.
 As of June
30, 2024, the Connect
Facilities include (i) an
overdraft facility (general banking
facility) of ZAR
 205.0

 11.3
(of which
ZAR
 170.0

 9.4

million) has
been utilized);
(ii) Facility
A of
ZAR
 700.0

 38.5

million);
(iii)
 Facility B
 550.0

 30.3

million) (both
fully utilized);
and (iv)
an asset-backed
facility of
ZAR
 200.0

 11.0
 million) (of which ZAR
 152.3

 8.4

million)has been utilized).

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 12.
 South Africa (continued)
 Connect Facilities, comprising long-term borrowings and a short-term facility
(continud)
 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,
the Company,
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.
 CCMS paid a non-refundable structuring fee of approximately ZAR
 5.5

million during the year ended June 30, 2022. Interest on
 Facility A and Facility
B is payable quarterly in
arrears based on JIBAR
in effect from time to
time plus a margin.
Interest on the asset-
 backed facility is payable quarterly in arrears based on prime in effect
from time to time plus a margin.
 Borrowings under
the CCMS
Facilities Agreement
are secured
by a
pledge by
CCMS of,
among other
things, all
 shares, its
entire equity
interests in
it owns
and any
claims outstanding.
The CCMS
Facilities Agreement
contains
 customary covenants that require CCMS to maintain specified debt service, interest
cover and leverage ratios.
 CCC Revolving Credit Facility, comprising
long-term borrowings
 On
29,
2022,
the
its
indirect
South
subsidiary
Cash
(Pty)
 ("CCC"), entered into
a Revolving Credit
Facility Agreement (the
"CCC Loan Document")
with RMB
and other Company
subsidiaries
 within the Connect Group of companies listed therein, as guarantors. The transaction
closed on December 1, 2022.
 The CCC Loan Document contains
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 respect to their capital stock,
encumber their assets,
 incur additional indebtedness, make investments, engage in certain business
combinations and engage in other corporate activities.

 Pursuant
to
the
CCC Loan
Document,
CCC may
borrow
up to
an aggregate
 300.0

("CCC Revolving
Credit
 Facility") for the sole purposes of funding CCC's
consumer lending business, providing a limited recourse loan to
K2020, settling up
 to ZAR
 35.0

million related to
an intercompany
loan to CCC's
direct parent,
and paying the
structuring and
execution fee and
legal
 costs. The Revolving
Credit Facility replaces
K2020's existing lending arrangement and
increases the
borrowings available to
facilitate
 further growth of the
business. Certain merchant finance
loans receivable have been
pledged as security for
the revolving credit
 obtained from
RMB. CCMS
also provided
RMB with
an unsecured
limited guarantee
("the guarantee")
in respect
revolving
 credit facility entered into between
K2020 and RMB. The guarantee is limited
to a maximum aggregate amount of ZAR
 10.0

 and will become due and payable should there be any default on any of K2020's
payment obligations to RMB.
 Interest on
the Revolving
Credit Facility
is payable
on the last
business day
of each
calendar month and
is based on
the South
 African prime rate in effect from time to time plus a margin
of
 0.95
 % per annum.

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

million, or
$
 0.1

million, including
value added
 taxation, to the Lenders on closing.
 As of June 30, 2024, the amount of the CCC
Revolving Credit Facility was ZAR
 300.0

million (of which ZAR
 215.3

million has
 been utilized).
 RMB facility, comprising indirect facilities
 As of
2024, the
aggregate amount
short-term South
African indirect
credit facility
with RMB
was
 ZAR
 135.0

 7.4

million), which includes facilities for
guarantees, letters of credit
and forward exchange contracts. As
and June
30, 2023, the
Company had
utilized approximately
ZAR
 33.1

 1.8

million) and ZAR
 33.1

 1.8
 million), respectively,
of its indirect and derivative
facilities of ZAR
 135.0

million (June 30, 2023: ZAR
 135.0

million) 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.
 South Africa (continued
 Nedbank facility, comprising short-term facilities
 As of June 30, 2024, the aggregate amount of
the Company's short-term South African credit facility with Nedbank Limited was
 ZAR
 156.6

 8.6

million). The credit facility represents an
indirect and derivative facilities of up
to ZAR
 156.6

 8.6
 million), which include guarantees, letters of credit and forward exchange
contracts.
 On November 2, 2020, the Company amended its short-term
South African credit facility with Nedbank Limited to
increase the
 indirect
and
derivative
of
the
from
ZAR
 150.0

to
ZAR
 159.0

On
June
1,
2021,
the
further
amended
its short-term
South
credit facility
with Nedbank
to reduce
the indirect
and derivative
 facilities component of the facility
from ZAR
 159.0

million to ZAR
 157.0

million, and to cancel its ZAR

million general banking
 facility. During
the year ended June 30, 2022, the Company cancelled its overdraft
facility of up to ZAR

 13.0

 which was used to fund mobile ATMs
as it no longer operates a mobile ATM
service.
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.
 The short-term facility
provided Nedbank with
the right to set off
funds held in certain
identified Company bank
accounts with
 Nedbank against any amounts owed to Nedbank under the facility.
As of June 30, 2024, these facilities were no longer available.

 As of June
30, 2024 and
June 30, 2023,
the Company had
utilized approximately
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, 2023: ZAR
 156.6

 to enable the bank to issue guarantees, letters of credit and forward exchange
contracts (refer to Note 22).
 On June 30,
2022, the Company's
ZAR
 60.0

million bank guarantee
issued by Nedbank
to a third
party expired and
on July 1,
 2022, it was replaced with a ZAR
 28.0

million bank guarantee issued by RMB to
the same third party. In July 2022, the Company was
 able to release
ZAR
 60.0

million in cash
held in a
pledged bank
account with Nedbank
which was held
as security against
the bank
 guarantee issued by Nedbank, and the ZAR
 28.0

million bank guarantee did not require a cash underpin.

 (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, 2024, and the movement in the Company's
 facilities from as of June 30, 2023 to as of June 30, 2024:

 RMB
 RMB
 RMB
 Nedbank
 Facility E
 Indirect
 Facilities
 Total
 Short-term facilities available as of June
 $
 $
 7,425
 $
 $
 8,611
 $
 76,815
 Overdraft

 -
 -
 -
 Overdraft restricted as to use for ATM
 funding only
 -
 -
 -
 Indirect and derivative facilities

 -
 7,425
 -
 8,611
 16,036
 Movement in utilized overdraft facilities:

 51,338
 -
 14,880
 -
 66,218

 501,603
 -
 18,462
 -
 520,065
 Repaid
 ( 524,766)
 -
 ( 22,505)
 -
 ( 547,271)
 (1)
 ( 5,154)
 -
 ( 1,812)
 -
 ( 6,966)
 23,021
 -
 9,025
 -
 32,046
 Restricted as to use for ATM
 funding only
 23,021
 -
 -
 -
 23,021
 No restrictions as to use

 -
 -
 9,025
 -
 9,025

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

 -
 -
 9,351
 -
 9,351
 Interest rate as of June 30, 2024 (%)
 (2)
 11.75
 -
 11.65
 -
 Movement in utilized indirect and
 derivative facilities:
 -
 -
 5,654
 5,967

 -
 1,561
 -
 -
 1,561
 Guarantees cancelled
 (3)
 -
 -
 -
 ( 5,017)
 ( 5,017)
 (1)
 -
 ( 117)
 -
 ( 525)
 ( 642)
 -
 1,757
 -
 1,869
 (1)
 -
 -
 $
 -
 $
 1,821
 $
 -
 $
 $
 1,937

 (1) Represents the effects of the fluctuations between the
ZAR and the U.S. dollar.
 (2) Facility E interest set at prime and the Connect facility at prime less
 0.10
 %.
 (3) Represents
the cancellation
of the guarantee
with supplier
amounting to
ZAR

 5.0

million) which
is no longer
 required due the reduction in the volume and value of transactions processed.

 (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, 2023, to as of June 30, 2024:

 Facilities
 G & H
 A&B
 CCC/ K2020
 Asset backed
 Total
 Opening balance as of June 30, 2022
 $
 63,354
 $
 64,472
 $
 8,346
 $
 5,474
 $
 141,646
 Facilities utilized
 -
 10,947
 7,377
 6,031
 24,355
 Facilities repaid
 ( 10,543)
 ( 2,151)
 ( 2,149)
 ( 2,669)
 ( 17,512)
 Non-refundable fees paid
 ( 500)
 -
 ( 100)
 -
 ( 600)
 Non-refundable fees amortized
 -
 Capitalized interest
 5,078
 -
 -
 -
 5,078
 Capitalized interest repaid
 ( 514)
 -
 -
 -
 ( 514)
 (1)
 ( 8,672)
 ( 8,889)
 ( 1,716)
 ( 921)
 ( 20,198)
 Included in current
 -
 -
 -
 3,663
 3,663
 Included in long-term
 48,965
 64,436
 11,802
 4,252
 129,455
 Opening balance as of June 30, 2023
 48,965
 64,436
 11,802
 7,915
 133,118
 Facilities utilized
 16,445
 -
 2,915
 4,368
 23,728
 Facilities repaid
 ( 12,515)
 -
 ( 3,353)
 ( 4,205)
 ( 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
 Closing balance as of June 30, 2024
 56,151
 66,815
 11,841
 8,379
 143,186
 Included in current
 -
 -
 -
 3,878
 3,878
 Included in long-term
 56,151
 66,815
 11,841
 4,501
 139,308
 Unamortized fees
 ( 260)
 ( 180)
 ( 20)
 -
 ( 460)
 Due within 2 years
 56,411
 3,438
 -
 3,023
 62,872
 Due within 3 years
 -
 7,563
 11,861
 1,108
 20,532
 Due within 4 years
 -
 55,994
 -
 56,253
 Due within 5 years
 $
 -
 $
 -
 $
 -
 $
 $
 Interest rates as of June 30, 2024 (%):
 13.10
 12.10
 12.70
 12.50
 Base rate (%)
 8.35
 8.35
 11.75
 11.75
 Margin (%)
 4.75
 3.75
 0.95
 0.75
 Footnote number
 (2)(3)(4)
 (5)
 (6)
 (7)

 (
 1) Represents the effects of the fluctuations between the ZAR and the U.S. dollar.
 (2) Prior
amendment in March
2023, interest
on Facility G
was calculated
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 to
ZAR
 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).
 (3) 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 in the Loan Documents).
 (4) 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 as the aggregate
balance under the Facilities is greater than
ZAR

million;
 (ii)
 4.25
 % if the
aggregate balance under
the 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.
 (5) Interest on Facility A and Facility B is calculated based on JIBAR plus a margin, of
 3.75
 %, in effect from time to time.
 (6) Interest is charged at prime plus
 0.95
 % per annum on the utilized balance.
 (7) Interest is charged at prime plus
 0.75
 % per annum on the utilized balance.

 Interest expense incurred under the Company's South African long-term borrowings and included in the caption interest
 on the consolidated
statement of operations
during the years
2024, 2023
and 2022, was
$
 16.1

 13.1

 and $
 2.3

million, respectively. Prepaid facility fees amortized included in interest expense during the years ended June 30,
2024, 2023
 and 2022, was $
 0.4

 0.8

 0.2

Interest expense incurred under the
Company's CCC/K2020
 facility relates
to borrowings
utilized to
fund a portion
merchant finance
loans receivable
and interest expense
of
 $
 1.4

 1.4

million, and $
 0.2

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,
2024, 2023 and 2022, respectively.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 13.
OTHER PAYABLES
 Summarized below is the breakdown of other payables as of June 30,
2024 and 2023:

 2024
 2023
 Vendor
wallet balances
 (1)
 $
 14,635
 $
 9,492
 Clearing accounts
 (1)
 17,124
 4,016
 Accruals
 7,173
 7,078
 Provisions
 7,442
 7,429
 Payroll-related payables
 1,038
 Participating merchants' settlement obligation
 Value
-added tax payable
 1,191
 1,247
 Vendor
consideration due to sellers of Connect (Note 3)
 -
 -
 Other
 7,563
 5,958
 $
 56,051
 $
 36,297

 (1) Vendor
wallet balances
and clearing
accounts (previously
defined as
transactions-switching funds
payables) as
30,
 2023, were previously
included in Other
and have been
reclassified to separate
captions to conform
with presentation as
 2024. Clearing accounts and
vendor wallet balances may
fluctuate due to
the day (weekend
or public holiday)
on which the
 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.

 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

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

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

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

shares are included in the number of shares, net of treasury,
as of June 30, 2024 and 2023.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 14.
COMMON STOCK (continued)
 Common stock (continued)
 Impact of non-vested equity shares on number of shares,
net of treasury
shares, net
of treasury,
presented in
the consolidated
balance sheets
and consolidated
statement of
 changes in
equity includes
participating non-vested
equity shares (specifically
contingently returnable
shares) as described
below in
 Note
"—
Amended
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
 2024, 2023 and 2022:

 2024
 2023
 2022
 Number of shares, net of treasury:
 Statement of changes in equity – common stock
 64,272,243
 63,640,246
 62,324,321
 Less: Non-vested equity shares that have not vested as of end of year (Note 17)
 2,084,946
 2,614,419
 2,385,267
 Number of shares, net of treasury excluding non-vested equity shares that have
 not vested
 62,187,297
 61,025,827
 59,939,054

 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
Agreement
(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.
 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
October
2017
and
February
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.

 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
do not
have the
right to
 designate, a director.

 (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
 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.
 Common stock repurchases
 Executed under share repurchase authorizations
 On
February 5, 2020,
the
Board
of Directors
the replenishment
share
authorization
to
up
to
an
of
$

of
stock.
The
authorization
has
no
expiration
date.
The
share
 authorization will be
used at
management's discretion, subject to
limitations imposed by
SEC Rule
10b-18 and other
legal requirements
 and subject to price and other internal limitations established by
the Board. Repurchases will be funded from the Company's available
 cash.
Share repurchases
made
through open
market purchases,
privately
negotiated
transactions,
or both.
There can
be no
 assurance
that
the
will
any
or
any
particular
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 management deems appropriate.
The Company did
 no
 t repurchase any of its shares during
the years ended June 30, 2024
authorization, however,
it did repurchase
 319,522

and
 352,994

shares of its
from its employees
 years
ended
June
30,
2024
and
2023,
refer
to
Note
for
these
repurchases.
The
 Company did
 no
 t repurchase any of its shares during the years ended June 30, 2022 either under or
outside of the authorization.

 (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, 2024, 2023 and 2022:

 translation
 reserve
 Total
 Balance as of July 1, 2021
 $
 ( 145,721)
 $
 ( 145,721)
 Release of foreign currency translation reserve: liquidation of subsidiaries
 Release of foreign currency translation reserve: disposal of Finbond

 Movement in foreign currency translation reserve related to equity-accounted
 1,239
 1,239
 Movement in foreign currency translation reserve

 ( 25,413)
 ( 25,413)
 ( 168,840)
 ( 168,840)
 Release of foreign currency translation reserve: disposal of Finbond

 Movement in foreign currency translation reserve related to equity-accounted
 3,935
 3,935
 Movement in foreign currency translation reserve

 ( 31,183)
 ( 31,183)
 Release of foreign currency translation reserve: disposal of Finbond

 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
 $
 ( 188,355)
 $
 ( 188,355)

 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.
the
year
ended
June
30,
2024,
the
reclassified
$
 1.5

from
accumulated
other
loss
 (accumulated
translation
reserve)
to
net
loss
to
the
disposal
of
in
(refer
to
Note
9).
The
also
reclassified
a
gain
of
$
 1.0

from
accumulated
other
loss
(accumulated
 translation reserve)
to net
loss related
liquidation of
subsidiaries during
30, 2024.
During the
 June
30,
2023,
the
reclassified
$
 0.4

from accumulated
other
loss (accumulated
 translation reserve) to net loss related to the disposal
of shares in Finbond (refer to Note 9). During
the year ended June 30, 2022, the
 Company reclassified $
 0.6

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).

 16.
REVENUE
is a
provider of
digitized cash
management solutions
and merchant
acquiring services,
including an
integrated
 platform for
the distribution
of value-added
services; transaction
processing services;
financial inclusion
products and
services, and
 secure payment technology. The
Company operates a
payment processor in South
Africa. The Company
offers debit, credit
and prepaid
 processing 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,
reconciliation
to
 segments for the year ended June 30, 2024:

 Total
 Processing fees
 $
 117,373
 $
 24,979
 $
 142,352
 111,376
 24,979
 136,355
 5,997
 -
 5,997
 9,852
 9,897
 9,645
 9,690
 -
 Prepaid airtime sold
 357,943
 358,176
 337,723
 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
 3,747
 1,940
 5,687
 3,543
 1,940
 5,483
 -
 Total revenue, derived
from the following geographic locations
 495,011
 468,383
 537,594
 $
 26,628
 $
 -
 $
 26,628

 The
table
our
disaggregated
by
major
streams,
reconciliation
to
 segments for the year ended June 30, 2023:

 Unallocated
 Total
 Processing fees
 $
 111,281
 $
 26,159
 $
 1,469
 $
 138,909
 105,957
 26,159
 1,469
 133,585
 5,324
 -
 -
 5,324
 19,017
 1,253
 -
 20,270
 18,780
 1,253
 -
 20,033
 -
 -
 Prepaid airtime sold
 322,756
 -
 322,801
 306,093
 -
 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
 4,869
 -
 5,422
 4,680
 -
 5,233
 -
 -
 Total revenue, derived
from the following geographic
 locations
 1,469
 441,288
 1,469
 505,558
 $
 22,413
 $
 -
 $
 -
 $
 22,413

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 16.
REVENUE (continued)
 The
table
our
disaggregated
by
major
streams,
reconciliation
to
 segments for the year ended June 30, 2022:

 Total
 Processing fees
 $
 55,752
 $
 28,982
 $
 84,734
 48,305
 28,982
 77,287
 7,447
 -
 7,447
 25,891
 26,168
 25,826
 26,103
 -
 Prepaid airtime sold
 69,603
 -
 69,603
 Lending revenue
 -
 21,573
 21,573
 Interest from customers
 1,121
 -
 1,121
 Insurance revenue
 -
 8,530
 8,530
 Account holder fees
 -
 5,838
 5,838
 Other
 4,310
 5,042
 4,259
 4,991
 -
 Total revenue, derived
from the following geographic locations
 156,677
 149,114
 215,162
 $
 7,563
 $
 -
 $
 7,447

 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 plan
expires by
its terms upon
a specified date,
and no
new
 stock
are
automatically
upon
of
an
stock
option.
Shareholder
is
for
the
 repricing of awards or the implementation of any award exchange program.

 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 Plan.
 The total number
of shares of common
stock issuable under the
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
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 payment for
the exercise price of
an award, if permitted
by the Remuneration Committee.
The shares deliverable
in connection
 with awards
granted under
the 2022
Plan may
consist, in
whole or
in part,
of authorized
but unissued
shares or
treasury shares.
To
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 common stock issued
 or reserved pursuant to the 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
granted under
the 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.
 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

 date of grant. The Company issues new shares to satisfy stock option award exercises but may
also use treasury shares.
 Valuation
Assumptions
 The
fair
value
of
each
option
is
estimated
on
the
date
of
grant
using the
Cox
Ross
Rubinstein
binomial
model
that
uses the
noted
in
the
table
below.
The
estimated
volatility
is
generally
calculated
based
on
the
 -day
 volatility. The
estimated expected life of the
option was determined based on
the historical behavior of employees
who were granted
 options with similar terms.
 No

stock options were granted during the year ended June 30, 2023. The table below presents the range of
 assumptions used to value options granted during the years ended June 30, 2024
and 2022:

 2024
 2022
 Expected volatility

 %
 %
 Expected dividends

 %
 %
 Expected life (in years)

 5.0
 3.0
 Risk-free rate

 2.11
 %
 1.61
 %

 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
to Note
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
entitled
to
all
rights
of
a
shareholder
of
the
except
as
otherwise
provided
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 shares
stock that
are not
then vested
and nonforfeitable
will be immediately
forfeited and
transferred to
for no consideration
,
except as otherwise
agreed between
the parties.
Forfeited shares
stock are
 for future issuances by the Remuneration Committee.
 The Company issues new shares to satisfy restricted stock awards.
 Valuation
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.
 Restricted Stock (continued)
 Market Conditions - Restricted Stock Granted in September 2018 –
all forfeited
 In September 2018, the Remuneration Committee approved an award of
 148,000

shares of restricted stock to executive officers.
 The
 148,000

shares of restricted stock awarded to executive
officers in September 2018 are subject
to a time-based vesting condition
 and a market
condition and vest
in full only
date, if
any, that the following
conditions are
satisfied: (1) the
price of the
 common stock must equal or exceed certain agreed VWAP
levels (as described below) during a measurement period commencing on
 the date that
it files its
Annual Report on
Form 10-K for
the fiscal year
2021 and ending
on December 31,
2021 and
 (2) the recipient is employed by the Company on a full-time basis when the
condition in (1) is met. If either of these conditions is not
 satisfied,
then
none
of
the
of
stock
will
vest
and
they
will
be
forfeited.
The
$
 23.00

price
target
represented
an
 approximate
 % increase,
compounded annually,
price of
on Nasdaq
over the
$
 6.20

 price on September 7, 2018. The VWAP
levels and vesting percentages related to such levels are as follows:

 Below $
 15.00

(threshold)—
 %

 At or above $
 15.00

and below $
 19.00
 —
 %

 At or above $
 19.00

and below $
 23.00
 —
 %

 At or above $
 23.00
 —
 %

 The fair value of these shares of restricted stock was calculated using a Monte
Carlo simulation of a stochastic volatility process.
 The choice of a stochastic volatility process as an extension to the standard Black Scholes process was driven by both observations of
 larger than expected moves in the daily time series for the Company's
VWAP
price, but also the observation of the strike structure of
 volatility
(i.e.
skew
and
smile)
for
out-of-the
money
calls
and
out-of-the
money
puts
versus
at-the-money
for
both
the
 Company's stock and NASDAQ futures.
 In scenarios where
the shares do not
vest, the final vested
value at maturity is
zero. In scenarios where
vesting occurs, the
final
 vested value on maturity is the share price on
vesting date. In its calculation of the fair value
of the restricted stock, the Company used
 an average volatility of
 37.4
 % for the VWAP
price, a discounting based on USD overnight indexed swap rates for
the grant date, and
 no future dividends. The average volatility was extracted from the time series for VWAP prices as the standard deviation of log prices

preceding the grant date. The mean
reversion of volatility and the volatility of
volatility parameters of the stochastic
 volatility process
were extracted
by regressing
log differences
against log
levels of
volatility from
the time
series for
at-the-money
 30 day

volatility quotes, which were available from January 2, 2018 onwards.
30, 2022,
an executive
officer forfeited
 30,000

stock that
were subject
 market conditions described above because the performance conditions were not met. During the year ended June 30, 2021, executive
 officers forfeited
 88,000

stock that were
subject to the
market conditions described above
following their separation
 from the Company.
 Performance Conditions - Restricted Stock Granted in February 2020
– all forfeited
 The
 454,400

of
stock
to
in
February
2020
were
to
time-based
and
 performance-based
and
vest
in
full
only
on
the
date,
if
any,
that
the
are
satisfied:
(1)
the
 achievement of an agreed return on average net equity per year during a measurement period commencing from July 1, 2021, through
 June 30, 2023,
and (2) the recipient
is employed by the
Company on a full-time
basis when the
condition in (1) is
met. Net equity
is
 calculated as total equity attributable to the Company's
shareholders plus redeemable common stock, in conformity with GAAP.
The
 net equity as of June 30, 2021, was set as the base year for the measurement period. The average net equity is calculated as the simple
 average between
the opening
net equity
and closing
net equity
during each
fiscal year
within the
measurement period.
The targeted
 return per year within the measurement period is derived from GAAP net income
attributable to the Company per fiscal year.
 The performance-based awards
vest based on the achievement
of the following targeted
return on average net equity
 measurement period, of:

 % per year:
 % vest;

 % per year:
 % vest.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 17.
 Restricted Stock (continued)
 Performance Conditions - Restricted Stock Granted in February 2020
– all forfeited (continued)
 No

vested at
a return
on average
net equity
of less
than
 %. Calculation
award based
 returns between
 % and
 % will be interpolated on a linear
basis. The Company's Remuneration Committee was permitted to use its
 discretion to adjust any component of the
calculation of the award on a fact-by-fact basis, for
instance, as the result of an acquisition.
the
year
ended
June
30,
2023,
an
officer
forfeited
 80,000

of
stock
that
were
to
the
the
were
not
achieved.
the
year
ended
June
30,
2021,
 officers forfeited
 374,400

restricted stock that
were subject
performance conditions described
following their separation
 from the Company.
 Market Conditions - Restricted Stock Granted in May 2021 and
July 2021 – all forfeited
 In May
2021
and July
2021, respectively,
the Remuneration
Committee
an award
of
 158,734

and
 58,652

 restricted stock to
executive officers. These
stock awarded to
executive officers were
subject to a
time-based vesting
 condition and a
market condition and would
have vested in full
only on the date,
if any,
that the following conditions
were satisfied:
 (1) a compounded annual
 % appreciation in the Company's stock price over the
measurement period commencing on June 30, 2021
 through June 30, 2024, and (2) the recipient
was employed by the Company on a full-time
basis when the condition in (1)was met. If
 either of
these conditions
was not
satisfied, then
none of
the shares
stock would
vest and
they would
be forfeited.
The
 stock price targets were not met and all of
the restricted stock granted were forfeited on June 30,
2024. The Company's closing
stock
 price on Nasdaq on June 30, 2021, was $
 4.71
.
 The appreciation levels (times and price) and vesting percentages as of each period ended related to such levels were as follows:

 Prior to the first anniversary of the grant date:
 %

 Fiscal 2022, stock price as of June 30, 2022 is
 1.2

 5.65

 4.71
:
 %;

 Fiscal 2023, stock price as of June 30, 2023 is
 1.44

 6.78

 4.71
:
 %;

 Fiscal 2024, stock price as of June 30, 2024 is
 1.728

 8.14
) than $
 4.71
:
 %.
 The fair value of these shares of restricted stock was calculated using a Monte
Carlo simulation of a stochastic volatility process.
 The choice of a stochastic volatility process as an extension to the standard Black Scholes process was driven by both observations of
 larger than expected moves in the daily time series for
the Company's closing price, but
also the observation of the strike structure of
 volatility
(i.e.
skew
and
smile)
for
out-of-the
money
calls
and
out-of-the
money
puts
versus
at-the-money
for
both
the
 Company's stock and NASDAQ futures.
 In scenarios where the
shares do not vest, the
final vested value at maturity
is zero. In scenarios where
vesting occurs, the final
 vested value on maturity is the share price on
vesting date. In its calculation of the fair value
of the restricted stock, the Company used
 an average
volatility of
 61.6
 % for the
closing price
(for each
May 2021
and July 2021
awards), a
discounting based
on USD
 overnight indexed swap rates for the grant date, and no future dividends. The average volatility was extracted from the time series for
 closing prices as the standard deviation of log prices for the three years preceding the grant date. The mean reversion of volatility and
 the volatility of volatility parameters of the stochastic volatility process were extracted by
regressing log differences against log levels
 of volatility from the time series for at-the-money options
 30 day

volatility quotes, which were available for the three years preceding
 May 5, 2021 (for the May 2021 awards) and July 1, 2021 (for the July 2021 award).
 Performance Conditions - Restricted Stock Granted in July 2021
 In July 2021, the Remuneration Committee approved an
award of
 58,652

shares of restricted stock to an
executive officer. These
stock were subject
to a time-based
vesting condition
and a performance
condition and
would vest in full
only on
 the
date, if
any,
were satisfied:
(1)
achievement
 three year

financial services
plan
 during the specific measurement period from June 30, 2021, to June 30, 2024, and (2) the
recipient was employed by the Company on
 a full-time basis when the
condition in (1) is met. If
either of these conditions were
not satisfied, then none of the
 stock would
vest and
they would
be forfeited.
The fair
these shares
stock was
calculated based
 price on date of award.
The Company's Remuneration Committee determined that the vesting
conditions were achieved and the
 of restricted stock vested in full on June 30, 2024.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 17.
 Restricted Stock (continued)
 Market Conditions - Restricted Stock Granted in December 2022
 In December 2022, the Remuneration
Committee approved an award of
 257,868

shares of restricted stock to executive
officers.
 The
 257,868

of
stock
to
are
to
a
time-based
condition
and
a
 condition and vest
in full only
on the date,
if any, that the
following conditions are
satisfied: (1) a
compounded annual
 % appreciation
 in
the
stock
price
off
a
base
price
of
$
 4.94

over
the
measurement
commencing
on
December
1,
2022
 December 1, 2025, and (2) the recipient is employed by the Company on a full-time basis when the condition in (1) is
met. If either of
 these conditions is not satisfied, then none of the shares of
restricted stock will vest and they will be
forfeited. The Company's closing
 price on December 1, 2022, was $
 4.08
.
 The appreciation levels (times and price) and vesting percentages as of each
period ended are as follows:

 Prior to the first anniversary of the grant date:
 %;

 Fiscal 2024, stock price as of December 1, 2023 is
 1.1

 5.43

 4.94
:
 %;

 Fiscal 2025, stock price as of December 1, 2024 is
 1.21

 5.97

 4.94
:
 %;

 Fiscal 2026, stock price as of December 1, 2025 is
 1.331

 6.57
) than $
 4.94
:
 %.
 The fair value of these shares of restricted stock was calculated using a Monte Carlo
simulation.

 In scenarios where
the shares do not
vest, the final vested
value at maturity is
zero. In scenarios where
vesting occurs, the
final
 vested value on maturity is the share price on
vesting date. In its calculation of the fair value
of the restricted stock, the Company used
 an equally
weighted volatility
of
 50.1
 % for
the closing
price (of
$
 4.08
), a discounting
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.
 Market Conditions - Restricted Stock Granted in October 2023
 In October 2023, the Company
 310,916

shares of restricted stock to
 three

of its executive officers
which are subject to
 a
time-based
condition
and
a
condition
and
vest
in
full
only
on
the
date,
if
any,
that
the
are
 satisfied: (1)
a compounded
 % appreciation
stock price
off a
base price
of $
 4.00

over the
measurement
 period commencing on September 30, 2023 through November 17, 2026, and (2) the recipient is employed by the Company on a full-
 time basis when the condition in (1) is met. If either of these conditions is not satisfied, then none of the shares of restricted stock will
 vest and they will be forfeited. The Company's
closing price on September 30, 2023, was $
 3.90
.
 The appreciation levels (times and price) and vesting percentages as of each
period ended are as follows:

 Prior to the first anniversary of the grant date:
 %;

 Fiscal
2025,
the
30-day
volume
weighted-average
stock
price
("VWAP")
before
17,
2024
is
 1.10

 4.40

 4.00
:
 %;

 Fiscal 2026, the Company's
VWAP before
November 17, 2025 is
 1.21

 4.84

 4.00
:
 %;

 Fiscal 2027, the Company's
VWAP before
November 1, 2026 is
 1.33

 5.32
) than $
 4.00
:
 %.
 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
 48.3
 % for
the closing
price (of
$
 4.37
), a
discounting based
on U.S.
dollar overnight
indexed swap
rates for
the grant
date, and
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.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 17.
 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
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, 2024
and 2023, respectively,
 388,908

and
 412,487

stock vested, and
 194,454

and
 206,239

restricted stock units
vested, the maximum amount
possible, and
 were converted to
shares of common
stock. Employees elected
for
 166,087

and
 72,081

shares to be
withheld from
 166,167

and
 164,687
 restricted stock units which vested, and which were converted to shares, in order to satisfy the withholding
tax liability on the vesting
 of these and other shares. The
 166,087

and
 72,081

shares 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.
 Stock option and restricted stock activity

 Options
 The following table summarizes stock option activity for the years ended
June 30, 2024, 2023 and 2022:

 price
 ($)
 remaining
 term
 (in years)
 Aggregate
 intrinsic
 value
 grant date
 ($)
 Outstanding - July 1, 2021
 1,294,832
 3.93
 7.68
 1,624
 1.45
 Granted – August 2020
 137,620
 4.87
 10.00
 1.71
 Exercised
 ( 249,521)
 3.05
 -
 -
 Forfeited
 ( 256,706)
 4.53
 -
 1.69
 Outstanding - June 30, 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
 Granted – December 2023
 500,000
 3.50
 5.17
 1.76
 Granted – June 2024
 1,000,000
 6.00
 4.60
 1,690
 1.69
 Granted – June 2024
 1,000,000
 8.00
 4.60
 1,300
 1.30
 Granted – June 2024
 1,000,000
 11.00
 4.60
 0.92
 Granted – June 2024
 1,000,000
 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

 These options have an exercise price range of $
 3.01

to $
 14.00
.
 The
 4,500,000

and
 137,620

stock
to
the
years
ended
June
30,
2024
and
2022,
 No

stock options were awarded during the year ended June 30, 2023.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 17.
 Stock option and restricted stock activity (continued)
 Options (continued)
 The
 4,500,000

stock options awarded
year ended June
were awarded to
Ali Mazanderani,
 Executive Chairman, and
 500,000

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
 500,000

options will vest on the
first anniversary of the
grant date
 of December 3, 2023, provided
that Mr.
Mazandarani continues to provide
services as Executive Chair through
the vesting date. The
 4,000,000

options will
vest on
January 31,
2026,
Mr.
Mazanderani's
ongoing service
to this
date. The
 500,000
 options will
vest immediately
if Mr.
Mazanderani's
employment is
terminated by
without cause
on or
before the
first
 anniversary of the grant date. The
 4,500,000

stock options may only be exercised during a period commencing from January 31, 2028
 to January 31, 2029.
 On August 5, 2020, the Company granted one of its then non-employee directors,
and now the Company's Executive Chairman,
 Mr.
Ali Mazanderani,
in his
capacity as
a consultant
to the Company,
 150,000

stock options
with an
exercise price
of $
 3.50
. These
 stock
were
non-employee
director's
continuous
the
date,
and
half
of
the
 options vested
on each
first and
second anniversaries
grant date.
The stock
options expired
unexercised on
August 5,
 2023.
the
years
ended
June
30,
2024,
2023
and
2022,
 116,063
,
 327,965

and
 376,348

stock
became
exercisable,
 respectively. During the year ended June 30, 2023, an employee delivered
 23,934

shares of the Company's common stock to exercise
 37,500

stock options with an aggregate
strike price of $
 0.1

million. These
 23,934

shares of common stock
have been included in
the
 Company's treasury stock.
The employee also elected to deliver
 6,105

shares of the Company's common stock to settle income
taxes
 arising upon exercise of the stock options, and
these shares have also been included in
the Company's treasury stock. During the years
 ended
June
30,
2024,
2023
and
2022,
the
$
 0.2

$
 0.5

and
$
 0.8

from
the
 exercise of
 54,287
,
 158,659

and
 249,521

stock options, respectively.

the
years
ended
June
30,
2024,
2023
and
2022,
forfeited
 200,739
,
 94,292
,
and
 256,706

stock
options,
 respectively. The
stock options forfeited had strike prices ranging from $
 3.01

to $
 11.23
.
 Options (continued)
 The following table presents stock options vested and expected to vest as of
June 30, 2024:

 price
 ($)
 remaining
 term
 (in years)
 Aggregate
 intrinsic
 value
and expecting to vest - June 30, 2024
 4,918,248
 8.70
 4.51

 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, 2024:

 price
 ($)
 remaining
 term
 (in years)
 Aggregate
 intrinsic
 value
 Exercisable - June 30, 2024
 391,342
 4.71
 5.39

 (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, 2023 and 2022:

 Number of shares of
 Weighted average grant
 date fair value
 Non-vested – June 30, 2021
 384,560
 1,123
 Total granted
 2,168,110
 11,097
 Granted – July 2021
 234,608
 Granted – August 2021
 44,986
 Granted – November and December 2021
 326,158
 1,766
 Granted – December 2021
 50,300
 Granted – February 2022
 29,920
 Granted – March 2022
 207,859
 1,097
 Granted – April 2022
 1,250,486
 6,540
 Granted – May 2022
 23,793
 Total granted and vested - November and December 2021
 -
 -
 Granted - November and December 2021
 71,647
- November and December 2021
 ( 71,647)
 Total vested
 ( 61,861)
 Total forfeitures
 ( 105,542)
 Forfeitures - employee terminations
 ( 75,542)
 Forfeitures – September 2018 awards with market conditions

 ( 30,000)
 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
 150,000
 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)
 Total forfeitures
 ( 114,365)
 Forfeitures - employee terminations
 ( 34,365)
 Forfeitures – February 2020 award with market condition
 ( 80,000)
 Non-vested – June 30, 2023
 2,614,419
 11,869

 (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, 2024:

 Number of shares of
 Weighted average grant
 date fair value
 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

 17.
 Stock option and restricted stock activity (continued)
 Restricted stock
 Awards granted
 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
 150,000
of
the
and
in
2022,
the
 150,000

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.

 (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
 On June 30, 2021, the Company
entered into employment agreements with
Mr. Chris G.B.
Meyer, under which
Mr. Meyer was
 appointed Group Chief Executive Officer of the Company effective July
1, 2021. Mr. Meyer was awarded
 117,304

 stock on July
1, 2021, which were
subject to time-based
vesting and vest
in full on June
30, 2024, subject
to Mr.
Meyer's continued
 service to the
Company through June
30, 2024. In
addition, under the
terms of Mr. Meyer's engagement,
the Company's Remuneration
 Committee also awarded Mr. Meyer
 117,304

shares of restricted stock which include performance conditions and which only vest on
2024 if
the performance
conditions are
met and
Mr.
Meyer remains
employed with
through June
30, 2024.
 Vesting
of
half
of
these
awards,
or
 58,652

of
is
to
achieving
its
 three-year

 services plan during the specific measurement period from June 30, 2021, to June 30, 2024, and the other half is subject to share price
targets,
and only
vest if
share price
is $
 8.14

or higher
on June
30, 2024.
On March
1, 2022,
 207,859

stock to executive
officers and
vesting of these
awards is subject
to the executive's
continuous
 service through
the applicable vesting
date, one
third of which
vests on each
of the first,
second and third
anniversaries of
the grant
 date.
 On
April
14,
2022,
the
 1,250,486

of
stock
to
of
to
the
Sale
 Agreement. The
award includes
an equalization
mechanism to
maintain a
return of
$
 7.50

stock upon
 through the issue of restricted stock units. The conversion of restricted stock units to shares cannot exceed
 % under the terms of the
 award.
 Upon joining the Company, each of Messrs. Meyer and Lincoln C. Mali, were entitled to receive an award of shares of restricted
 stock which were subject to them purchasing an agreed value of
shares ("matching awards") in the market during a prescribed period
 of time. However, these
executives were unable to
purchase shares in
the market during
that period due
to a Company-imposed
insider-
 trading
restriction
placed
on
them.
On
15,
2021,
the
amended
the
terms
of
these
awards
in
order
to
put
the
 executives into an economically equivalent position, as follows:
 (i) assume
executives would
have purchased
their agreed
allocation within
their first

days post
commencement of
 employment had they not been embargoed;
 (ii) require the
executives to fulfill
their agreed allocations
within a short
period following release
Quarterly
 Report on Form 10-Q for the three months ended September 30, 2021;
 (iii) to the
extent that the
price per share
actually paid is
greater than the
 -day volume-weighted
average price ("VWAP")
in
 their respective first
months of employment, award
the executives a
top-up ("top up awards")
which amounts to
the after-tax difference
 between (a) number of shares purchased at
the
 -day VWAP in their respective first months of employment and (b) number of
 purchased at the actual share price paid. The top-up will be settled as follows: (a)
 % in shares of the Company's common stock and
 (b)
 %, at the election of
the executive, as either shares
of the Company's common stock or cash. The top
up awards were not subject
 to any vesting conditions and vested immediately; and
 (iv)
adjust the initial matching awards to the aggregate number of shares acquired in terms of (ii) and (iii). The matching awards
 vest ratably over a period of

commencing on the first anniversary of the grant of the matching awards.
 The
executives
and
December
2021,
and
the
the
executives
 326,158
 matching
awards and
 71,647

top up
awards. In
May 2022,
amended the
terms of
these awards
to change
the vesting
 dates from when the
shares were acquired in
November and December 2021
to the anniversary of
the executive's
date of joining the
 Company. The shares
continue to vest ratably over

on the applicable vesting date.
 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 will
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
closing market
price on
January 3,
2022, on
the Nasdaq
Global
 Select
Market.
The
and
the
advisor
have
agreed
that
the
will
issue
the
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.
 During each
of the years
2023
and 2022, respectively,
the Company recorded
a stock-based compensation
charge of
 $
 0.2

million and included the issuance of
 32,405

and
 38,886

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 vested
 During the years
2024, 2023 and
2022, respectively,
 1,002,241
,
 742,464

and
 133,508

stock
 with time-based and performance-based
vesting conditions vested. The June 30, 2024,
shares of stock vesting includes
 58,652

 with a performance-based condition related to the achievement of the 2021 to 2024 financial services plan. The fair
value of restricted
 stock which vested during
the years ended
2023 and 2022,
was $
 5.2

 3.2

 0.4

 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

 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
vesting of
these shares.
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
 153,435

(
 25,020

plus
 128,415
) and
 250,874

(
 35,460

plus
 25,020

plus
 190,394
) shares
have been
our treasury
shares for
and
 2023, respectively.
 The
 133,508

stock that vested
during the year
2022, includes the
 71,647

top up awards
referred
 to above
and
 29,919

stock that
vested following
the change
in vesting date
anniversary of
the executive's
 date of joining the Company.
 Awards forfeited
 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.
During the
 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.
the
year
ended
June
30,
2022,
 30,000

of
stock
were
forfeited
by
an
officer
as
the market
 condition (related to share price performance) was not achieved and the
 75,542

shares of restricted stock were forfeited by employees
 following termination of their employment.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 17.
 Stock-based compensation charge and unrecognized compensation
cost
 The Company has
recorded a net stock
compensation charge
of $
 7.9

 7.3

 3.0

million for the
 June 30, 2024, 2023 and 2022, respectively,
which comprised:

 Total
charge
 Allocated to IT
 processing,
 servicing and
 Allocated to
 selling, general
 and
 administration
 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
 $
 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
 Year
ended June 30, 2022

 $
 3,082
 $
 -
 $
 3,082
 Reversal of stock compensation charge related to stock
 options and restricted stock forfeited
 -
 Total - year ended June
30, 2022
 $
 2,962
 $
 -
 $
 2,962

 The
stock-based
charges
and
reversal
have
been
to
selling,
and
administration
based
on
the
 allocation of the cash compensation paid to the relevant employees.
 As of June
30, 2024, the
total unrecognized
compensation cost related
to stock options
was approximately
$
 5.0

million, which
 the
expects
to
recognize
over
 two years
.
As of
June
30,
2024,
the
total
unrecognized
cost
 related to restricted stock awards was approximately $
 4.2

million, which the Company expects to recognize over approximately
 three
 years
.
 Income tax consequences
recorded a
asset of
approximately $
 1.3

million and
$
 0.6

million, as
and June
30,
 2023, respectively.
As of
2023, the
Company recorded
a valuation
allowance of
approximately $
 1.3

million and
 $
 0.6

million respectively,
the deferred
tax asset
because it
believe that
the stock-based
compensation deduction
 would
be
utilized
as
it
does
not
anticipate
generating
sufficient
taxable
in
the
United
States.
The
deducts
the
 difference between the market value on date of exercise by the option recipient and the exercise price from income subject to taxation
 in the United States.

 18.
INCOME TAX
 Income tax expense
 The table
below presents
the components
of (loss)
income before
income taxes
expense (benefit)
 2024, 2023 and 2022:

 2024
 2023
 2022
 $
 ( 4,405)
 $
 ( 21,308)
 $
 ( 31,266)
 United States
 ( 8,705)
 ( 10,755)
 ( 8,509)
 Liechtenstein
 -
 -
 ( 509)
 Other
 ( 203)
 Loss before income tax expense (benefit)
 $
 ( 12,798)
 $
 ( 32,266)
 $
 ( 39,900)

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 18.
INCOME TAX (continued)
 Income tax expense (continued)
 Presented below
is income tax
expense (benefit)
by location of
the taxing
jurisdiction for the
2023
 and 2022:

 2024
 2023
 2022
 Current tax expense
 $
 5,766
 $
 6,317
 $
 2,309
 5,634
 6,317
 2,309
 Other
 -
 -
 Deferred tax expense (benefit)
 ( 2,712)
 ( 7,442)
 ( 2,044)
 ( 2,716)
 ( 7,490)
 ( 2,154)
 Other
 Foreign tax credits generated – United States
 Change in tax rate – South Africa
 -
 ( 1,299)
 -
 Income tax expense (benefit)

 $
 3,363
 $
 ( 2,309)
 $

 There were
 no

changes to the
enacted income tax
rate in the
years ended June
30, 2024 and
2022 in any
of our major
jurisdictions.
 The South African corporate
income tax rate reduced
from
 % to
 %, effective from
July 1, 2022, for all
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 expense
(benefit) 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.
 The Company's current tax expense for the year ended June 30, 2024, was lower than the previous year due to the lower taxable
 income generated by the Company's
subsidiaries during the year ended June 30, 2024, compared with the year ended June
30, 2023.
 The Company's deferred tax expense (benefit) 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
the acquisition
of Connect.
Deferred tax
expense (benefit)
2024, also
 lower prepaid
expense balances
as of
2024 which
reduces
the
tax benefit.
 (benefit) for the year ended June 30, 2023, was higher
than the previous year due to the inclusion of the deferred tax benefit
 during the year ended June 30, 2023, related to the amortization of intangible assets recognized due to
the acquisition of Connect. The
 amount for the
2023, also includes
a deferred tax
benefit related to
an expense
paid by
Connect before the
 acquired the business and which was subsequently determined to be deductible
for tax purposes of approximately $
 2.0

 During the years
2024, 2023 and
2022, 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.
 A reconciliation
of income
taxes, calculated
fully-distributed South
African income
tax rate
 tax rate, for the years ended June 30, 2024, 2023 and 2022, is as follows:

 2024
 2023
 2022
 Income taxes at South African income tax rates
 27.00
 %
 27.00
 %
 28.00
 %
 Non-deductible interest expense
 ( 24.55)
 %
 -

-

 -

-

 Movement in valuation allowance
 ( 22.15)
 %
 ( 17.66)
 %
 ( 22.05)
 %
 Non-deductible transaction costs
 ( 5.91)
 %
 -

-

 -

-

 Capital gains tax rate differential
 1.62
 %
 ( 0.51)
 %
 0.11
 %
 Prior year adjustments
 ( 1.37)
 %
 7.60
 %
 0.01
 %
 Non-deductible items
 ( 1.11)
 %
 ( 13.28)
 %
 ( 6.59)
 %
 Foreign tax credits
 0.19
 %
 -
 -
 Foreign tax rate differential
 -
 ( 0.02)
 %
 0.02
 %
 Change in tax laws – South Africa
 -
 4.03
 %
 -
 Release from FCTR
 -
 -
 ( 0.33)
 %
 Effective tax rate
 ( 26.28)
 %
 7.16
 %
 ( 0.83)
 %

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 18.
INCOME TAX (continued)
 Income tax expense (continued)
 Percentages included in
the 2024
and 2022 columns
reconciliation of income
taxes presented above
are specifically impacted
 by the loss incurred by the
Company during the years ended June
30, 2024 and 2022. For instance,
for the year ended June 30, 2024,
 income tax expense of $
 3.4

million represents (
 26.28
 %) multiplied by the loss before tax expense (benefit) of $(
 12,798
).

 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
goodwill
loss
 recognized and interest expense incurred which the Company cannot deduct
for income tax purposes.
 Movement in the valuation allowance
for the year ended
June 30, 2022, includes
allowances created related to
net operating losses
 incurred during the
year. Non-deductible items for
the year ended
2022, includes the
transaction costs related
to the acquisition
 of Connect.
 Deferred tax assets and liabilities
 Deferred
taxes
reflect
the
temporary
differences
the financial
and
tax
bases
of
assets and
 liabilities using
enacted tax
rates in effect
for the year
in which the
differences 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:

 2024
 2023
 Total
deferred tax assets
 Equity accounted investments and equity investments
 $
 38,039
 $
 36,267
 Net operating loss carryforwards
 42,025
 39,486
 Foreign tax credit carryforwards
 32,527
 32,599
 Provisions and accruals
 3,294
 3,165
 FTS patent
 -
 Other
 4,494
 4,217
 Total
deferred tax assets before valuation allowance
 120,379
 115,774
 Valuation
 ( 114,687)
 ( 109,120)
 Total
deferred tax assets, net of valuation allowance
 5,692
 6,654
 Total
deferred tax liabilities:
 29,918
 32,731
 Equity investments
 10,354
 10,354
 Other
 Total
deferred tax liabilities
 40,374
 43,179
 Reported as
 Long-term deferred tax assets, net
 3,446
 10,315
 Long-term deferred tax liabilities, net
 38,128
 46,840
 Net deferred tax liabilities
 $
 34,682
 $
 36,525

 Decrease in total net deferred tax liabilities
 Equity-accounted investments and equity investments
 Equity-accounting investments and equity
investments as of
and 2023, comprises
the temporary differences arising
difference
between the
amount paid
for Cell
C in
August 2017
its financial
statements carrying
amount as
 respective
year
end,
of $
 0.0

difference
the amount
paid
for CPS
in 2004
and
the its
statement carrying
 amount as of the respective
year end, of $
 0.0

million, and temporary differences
arising from the disposal of
Finbond which resulted
 in the generation of capital loss carryforwards.
The change in Equity-accounting investments and equity investments 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)
 Net operating loss carryforwards
 Net operating loss carryforwards have increased due
to losses incurred by certain of the Company's
subsidiaries and the impact
 of currency
changes between
the South
Rand against
the United
States dollar,
which
was partially
offset
by net
 losses carryforwards forfeited following the substantial liquidation
of certain of the Company's subsidiaries.
 Intangibles assets
 Intangible assets include intangible assets recognized related to the acquisition of Connect during the year ended June 30,
 2022 (refer to Note 3) and have decreased compared to June 30, 2023,
due to the amortization of the intangible assets.
 Equity investments
 Investment
our
in
(refer
to
Note
9),
and
there
were
no
adjustments
to
the
value
of
 investment in MobiKwik during the year ended June 30, 2024.
 Increase in valuation allowance
 At June
30,
2024,
had
tax assets
of $
 5.7

(2023:
$
 6.7

net of
the valuation
allowance.
 Management believes,
the weight
of available
positive and
negative evidence
it is
more likely
than not
 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 future if estimates of taxable income are revised.
 At June
had a
valuation allowance
of $
 114.7

million (2023:
$
 109.1

million) to
reduce its
 assets to
the estimated
realizable
value. The
movement
allowance for
the years
and
2023, is
 presented below:

 Total
 Equity-
 and equity
 Net operating
 loss carry-
 forwards
 Foreign tax
 credit carry-
 forwards
 Other
 July 1, 2022
 $
 117,101
 $
 42,587
 $
 39,652
 $
 32,671
 $
 2,191
 5,916
 5,492
 -
 ( 1,701)
 -
 ( 579)
 ( 510)
 ( 612)
 Change in tax rate - South Africa
 ( 2,351)
 ( 1,190)
 ( 1,161)
 -
 -
 ( 9,845)
 ( 5,135)
 ( 5,023)
 ( 125)
 Net change in the valuation allowance
 ( 7,981)
 ( 6,320)
 ( 1,271)
 ( 72)
 ( 318)
 June 30, 2023
 109,120
 36,267
 38,381
 32,599
 1,873
 5,061
 3,163
 -
 1,233
 ( 1,865)
 -
 ( 1,793)
 ( 72)
 -
 2,371
 1,107
 1,215
 -
 Net change in the valuation allowance
 5,567
 1,772
 2,585
 ( 72)
 1,282
 $
 114,687
 $
 38,039
 $
 40,966
 $
 32,527
 $
 3,155

 Net operating loss carryforwards and foreign tax credit carryforwards
 Net operating loss
carryforwards generated
in South Africa are
carried forward indefinitely,
but the loss carryforward
that may
 be used against future taxable income is limited to 80% of taxable income before
the net operating loss deduction.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 18.
INCOME TAX (continued)
 Deferred tax assets and liabilities (continued)
 Net operating loss carryforwards and foreign tax credit carryforwards (continued
 United States
 Net operating
loss carryforwards
generated in
the United States
are carried
forward indefinitely,
but the loss
carryforward that
 may be used against future taxable income is limited to 80% of taxable
income before the net operating loss deduction.

 Lesaka had
 no

net unused foreign
tax credits
that are more
likely than
not to
be realized as
30, 2024 and
2023, respectively.
 Unrecognized tax benefits
 As of June 30, 2023 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, 2024, 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
in other
jurisdictions outside
South Africa,
none of which
are individually
material to its
financial position,
 statement of cash flows, or results of operations.

 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
earnings
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
2023 and 2022.
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,
2024, 2023 and 2022,
 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
do not
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
 46,777
,
 112,783

and
 191,448

shares of common stock from
 the calculation of diluted
loss per share during
the years ended June 30,
2024, 2023 and 2022, 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, 2024, 2023 and 2022:

 2024
 2023
 2022
 (in thousands except percent and per share data)
 Numerator:
 Net loss attributable to Lesaka
 $
 $
 $
 Undistributed loss
 Percent allocated to common shareholders
 (Calculation 1)
 95 %
 95 %
 98 %
 Numerator for loss per share: basic and diluted
 $
 ( 16,651)
 $
 ( 33,407)
 $
 ( 43,006)
 Denominator
 Denominator for basic loss per share:
 weighted-average common shares outstanding
 61,276
 60,134
 57,207
 Effect of dilutive securities:
 Denominator for diluted loss per share: adjusted weighted average
 common shares outstanding and assumed conversion
 61,276
 60,134
 57,207
 Loss per share:
 Basic

 $
 ( 0.27)
 $
 ( 0.56)
 $
 ( 0.75)
 Diluted

 $
 ( 0.27)
 $
 ( 0.56)
 $
 ( 0.75)
 (Calculation 1)
 Basic weighted-average common shares outstanding (A)

 61,276
 60,134
 57,207
 Basic weighted-average common shares outstanding and unvested
 restricted shares expected to vest (B)

 64,179
 63,134
 58,364
 Percent allocated to common shareholders

(A) / (B)

 95 %
 95 %
 98 %

 Options to
 4,737,543
,
 276,616

and
 186,999

at prices
ranging from
$
 4.87

to
 $
 14.00

(2024), $
 4.87

to $
 11.23

(2023) and
$
 6.20

to $
 11.23

(2022) per share
were outstanding
during the year
2024,
 2023 and 2022,
respectively, but were not included
in the computation
of diluted (loss)
earnings per share
because the options'
 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, 2024.

 20.
SUPPLEMENTAL CASH
FLOW INFORMATION
 The following table presents supplemental cash flow disclosures for
the years ended June 30, 2024, 2023 and 2022:

 2024
 2023
 2022
 Cash received from interest

 $
 2,277
 $
 1,841
 $
 2,065
 Cash paid for interest

 $
 17,381
 $
 13,278
 $
 5,817
 Cash paid for income taxes, net of refunds received

 $
 6,506
 $
 7,200
 $
 1,138

 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
consolidated statement
of cash flows
includes restricted
 cash related to
cash withdrawn from
debt facilities to fund
ATMs.
This cash may
only be used
to fund ATMs
and is
 considered restricted
as to
use and
therefore is
classified as
restricted cash.
Cash, cash
equivalents and
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 following
table presents the disaggregation
of cash, cash equivalents
and restricted cash as
 2024, 2023 and 2022:

 2024

 2023

 2022

 $
 59,065
 $
 35,499
 $
 43,940
 Restricted cash
 6,853
 23,133
 60,860
 Cash, cash equivalents and restricted cash
 $
 65,918
 $
 58,632
 $
 104,800

 Leases
table presents
supplemental
cash flow
disclosure related
to leases
2024, 2023
and
 2022:

 2024

 2023

 2022

 Cash paid related to lease liabilities
 Operating cash flows from operating leases
 $
 3,238
 $
 2,866
 $
 3,971
 Right-of-use assets obtained in exchange for lease obligations
 Operating leases
 $
 4,800
 $
 $
 6,054

 21.
OPERATING SEGMENTS
 Operating segments
 The Company discloses segment information as reflected in the management
information systems reports that its chief operating
 decision maker uses in making decisions and to report certain entity-wide disclosures about products and services, and the countries in
 which the entity holds material assets or reports material revenues.
 The
currently
has
 two

reportable
segments:
and
Consumer.
The
operates
mainly
South
The
reportable
segments
offer
and
and
resources
and
marketing
 strategies but share the Company's
assets.
 The Merchant segment
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
for its customers
and revenue generated
from the distribution
 of
prepaid
airtime.
The
cash
and
to
a
digital
vault
 (valuts) which
is located
customer's premises
and through
which the
Company is
provide the
services which
generate
 processing
fee
revenue.
The
its
with
processing
that
involve
the
collection,
 transmittal and
retrieval of
all transaction data.
From July 1,
2023, the
segment includes fees
earned from
transactions performed
by
 customers utilizing its ATM infrastructure. This segment also includes sales of hardware and licenses to customers. Hardware includes
 the sale of POS devices, SIM
cards and other consumables which can
occur on an ad hoc
basis. Licenses include the right to
use certain
 technology developed by the Company.
 The 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
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 point
 of sale device ("POS"). The Company earns processing fees from transactions processed
for these customers. The Company also earns
 fees on
transactions
performed by
other banks'
customers utilizing
its ATM
(until
2023) or
POS. The
 short-term loans to customers in South
Africa for which it earns
initiation and monthly service fees.
The Company writes life insurance
 contracts, primarily funeral-benefit policies, and policy holders pay
the Company a monthly insurance premium.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 21.
OPERATING SEGMENTS
 The reconciliation
reportable segment's
revenue to
revenue from
external customers
2024,
 2023 and 2022, respectively,
is as follows:

 Reportable
 Inter-segment
 Unallocated
 From external
 $
 498,314
 $
 3,303
 $
 -
 $
 495,011
 -
 -
 Total for the year
ended June 30, 2024
 $
 567,525
 $
 3,303
 $
 -
 $
 $
 $
 -
 $
 -
 $
 -
 -
 Other
 -
 -
 1,469
 1,469
 Total for the year
ended June 30, 2023
 $
 526,502
 $
 -
 $
 1,469
 $
 $
 156,689
 $
 $
 -
 $
 156,677
 -
 -
 Total for the year
ended June 30, 2022
 $
 222,621
 $
 $
 -
 $

 The
evaluates
based
on
earnings
before
interest,
tax,
depreciation
and
 ("EBITDA"), adjusted for items mentioned in the next sentence ("Segment Adjusted EBITDA"), the Company's reportable segments'
 measure of
profit or
loss. The
Company does
not allocate
once-off items,
charges, certain
lease expenses
 ("Lease adjustments"), depreciation
and amortization, impairment of
goodwill or other intangible
assets, other items (including
gains
 or losses on disposal of investments, fair value adjustments to equity securities), interest income, interest expense, income tax expense
 or (earnings) loss from equity-accounted investments to its reportable segments. Group costs
generally include: employee related costs
 in relation to employees specifically hired for group roles and related directly to managing the US-listed entity; expenditures related to
 compliance with the Sarbanes-Oxley Act of 2002; non-employee directors' fees; legal fees; group and US-listed
related audit fees; and
 directors
and
officer's
premiums.
Once-off
items
represent
non-recurring
items,
costs
to
 acquisitions and transactions consummated or ultimately
not pursued. Unrealized loss FV for currency adjustments
represents foreign
 currency mark-to-market adjustments
on certain intercompany accounts.
The Lease adjustments reflect lease
expenses and the Stock-
 based compensation
adjustments reflect
stock-based
compensation expense
and are
both excluded
calculation of
and are
therefore reported
as reconciling items
to reconcile
the reportable
segments' Segment
 to the Company's loss before
income tax expense.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 21.
OPERATING SEGMENTS
 The reconciliation of the reportable segments' measures of profit or loss to loss before income taxes for the years ended June
30,
 2024, 2023 and 2022, respectively,
is as follows:

 2024
 2023
 2022
 Reportable segments measure of profit or loss

 $
 48,018
 $
 36,845
 $
 ( 9,028)
 Operating loss: Group costs
 ( 7,844)
 ( 9,109)
 ( 8,587)
 Once-off costs
 ( 1,853)
 ( 1,922)
 ( 8,088)
 Unrealized Loss FV for currency adjustments
 ( 222)
 -
 Lease adjustments
 ( 3,238)
 ( 2,906)
 ( 3,955)
 Stock-based compensation charge adjustments
 ( 7,911)
 ( 7,309)
 ( 2,962)
 ( 23,665)
 ( 23,685)
 ( 7,575)
 -
 -
 Reversal of allowance for doubtful EMI debt receivable (Note 9)
 -
 -
 Loss on disposal of equity-accounted investment (Note 9)
 -
 ( 205)
 ( 376)
 -
 -
 3,691
 Gain on disposal of equity securities
 -
 -

 2,294
 1,853
 2,089

 ( 18,932)
 ( 18,567)
 ( 5,829)
 Loss before income taxes

 $
 ( 12,798)
 $
 ( 32,266)
 $
 ( 39,900)

 The following tables summarize segment information for the years ended
June 30, 2024, 2023 and 2022:

 2024
 2023
 2022
 Reportable segment revenue
 $
 498,314
 $
 $
 156,689
 Total reportable segment
 567,525
 526,502
 222,621
 Segment Adjusted EBITDA
 (1)
 33,368
 33,531
 12,646
 (1)(2)
 14,650
 3,314
 ( 21,674)
 Total Segment Adjusted
 48,018
 36,845
 ( 9,028)
 8,543
 7,422
 2,186
 1,114
 1,660

 9,277
 8,536
 3,846
 14,388
 15,149
 3,729
 Total

 23,665
 7,575
 Expenditures for long-lived assets
 11,348
 12,986
 2,846
 1,317
 3,170
 1,712

 12,665
 16,156
 4,558
 -
 -
 -
 Total

 $
 12,665
 $
 16,156
 $
 4,558

 (1)
for
retrenchment
costs
of
$
 0.3

(ZAR
 4.9

and
 retrenchment costs of $
 0.2

 3.5

million) for the year ended June 30, 2024; and
 (2) Consumer Segment Adjusted EBITDA for the year ended June 30, 2022, includes reorganization costs of $
 5.9

million (refer also Note 1).

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 21.
OPERATING SEGMENTS
 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, 2024,
2023 and 2022, are presented in the table below:

 Long-lived assets
 2024
 2023
 2022
 $
 286,700
 $
 300,104
 $
 359,725
 India - Investment in MobiKwik (Note 9)
 2,548
 2,197
 2,811
 Total
 $
 365,545
 $
 378,598
 $
 438,833

 22.
COMMITMENTS AND CONTINGENCIES
 Capital commitments
 As
of
June
30,
2024
and
2023,
the
had
commitments
of
$
 0.3

and
$
 0.1

 Purchase obligations
 As of June 30,
2024 and 2023, the
Company had purchase
obligations totaling $
 2.5

 3.0

The
as
of
June
30,
2024,
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
to provide
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
as
of
June
30,
2024)
thereby
utilizing
part
of
the
facilities.
The
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.
 RMB has
issued
guarantees
to
these
third
parties
amounting
to
ZAR
 33.1

($
 1.8

translated
at
rates
 applicable as of June 30, 2024) 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, 2024.
 The maximum potential
amount that the Company
could pay under
these guarantees is ZAR
 35.2

 1.9

million, translated at
 exchange rates applicable
as of June 30, 2024).
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, 2024).
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
resolution of
these other
matters, individually
or in
the aggregate,
will not
 material adverse impact on the Company's
financial position, results of operations or cash flows.

 (All amounts stated in thousands of United States Dollars, unless otherwise stated)
 23.
RELATED PARTY
TRANSACTIONS
 VCP Agreement
 On March
22, 2022, Lesaka
and Lesaka SA
entered into
a Securities Purchase
Agreement (the
"VCP Agreement")
with Value
 Capital Partners Proprietary Limited ("VCP"), a
significant shareholder,
whereby VCP will procure that one or more funds under
its
 management (the "Purchasing Funds")
will subscribe for, and
Lesaka will have
the obligation to
issue and sell
to the Purchasing
Funds,
 ZAR
 350.0

million of common stock of Lesaka
if (i) an event of default occurs under
Facility G or Facility H, (ii) Lesaka SA
fails to
 pay all outstanding
amounts in respect
of Facility H
on the maturity
date of such
facility, or
(iii) the market
capitalization
of Lesaka
Nasdaq Capital
Market (based
closing price
on such
exchange) falls
and remains
below the
U.S. dollar
equivalent of
 ZAR
 2.6

billion on more than one day. The VCP Agreement contains
customary representations and warranties from Lesaka and VCP
 and covenants from Lesaka and Lesaka SA. In connection
with the VCP Agreement, Lesaka SA 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
 to ZAR
 8.9

million, which is
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
 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 fail to do so and do not remedy such failure within
two business days of notice of such failure.

 *****************************