LESAKA TECHNOLOGIES INC - Interim / Quarterly Report 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM10-Q

(Mark One)
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934 For the quarterly period endedDecember 31, 2025

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND

EXCHANGE ACT OF 1934 For the transition period fromTo

Commission file number:000-31203

LESAKA TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Florida98-0171860 (State or other jurisdiction(IRS Employer of incorporation or organization)Identification No.)

President Place, 4thFloor,Cnr. Jan Smuts Avenue and Bolton Road,

Rosebank, Johannesburg,2196,South Africa (Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:27-11-343-2000

Not Applicable (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Name of each exchange Title of each classTrading Symbol(s)on which registered Common stock, par value $0.001 per shareLSAKNASDAQGlobal Select Market

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 Exchange Act of 1934 during the preceding 12 months (or for such shorter period 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 required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 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 reporting company,” and “emerging growth 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 is a shell company (as defined in Rule 12b-2 of the Exchange
Act). YES☐NO☒

As of February 2, 2026 (the latest practicable date),83,920,675shares of the registrant’s common stock, par value $0.001 per share, net of treasury shares, were outstanding.

Form 10-Q

LESAKA TECHNOLOGIES, INC.

Table of Contents

Page No.

PART I. FINANCIAL INFORMATION Item 1.Financial Statements Unaudited Condensed Consolidated Balance Sheets as of December 31, 2025 and June2| | | Notes to Unaudited Condensed Consolidated Financial Statements | 10 |
| --- | --- | --- | --- |
| Item 2 | .Management’s Discussion and Analysis of Financial Condition and Results of Operations | | 48 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | | 68 |
| Item 4 | .Controls and Procedures | | 69 |
| Part II. OTHER INFORMATION | | | |
| Item 1. | Legal Proceedings | | 71 |
| Item 1A. | Risk Factors | | 71 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | | 72 |
| Item 3 | Defaults upon Senior Securities | | 72 |
| Item 4 | Mine Safety Disclosures | | 72 |
| Item 5. | Other Information | | 72 |
| Item 6. | Exhibits | | 73 |
| Signatures | | | 74 |

Part I. Financial information

Item 1. Financial Statements

LESAKA TECHNOLOGIES, INC.

Unaudited Condensed Consolidated Balance Sheets

December 31,June 30,

20252025| | | | | (In thousands, except share data) | | |
| --- | --- | --- | --- | --- | --- | --- |
| | ASSETS | | | | | |
| CURRENT ASSETS | | | | | | |
| Cash and cash equivalents | | | $ | 69,474 | $76,520 | |
| Restricted cash related to ATM funding and credit facilities (Note 9) | | | | 127 | | 119 |
| Accounts receivable, net and other receivables (Note 3) | | | | 58,244 | 42,525 | |
| Finance loans receivable, net (Note 3) | | | | 103,593 | 74,110 | |
| Inventory (Note 4) | | | | 25,098 | 23,551 | |
| Total current assets before settlement assets | | | | 256,536 | 216,825 | |
| Settlement assets | | | | 28,314 | 27,098 | |
| Total current assets | | | | 284,850 | 243,923 | |
| PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of - December: $ | | 61,787 | June: | | | |
| $55,086(Note 1) | | | | 46,708 | 44,924 | |
| OPERATING LEASE RIGHT-OF-USE (Note 17) | | | | 12,378 | | 9,691 |
| EQUITY-ACCOUNTED INVESTMENTS (Note 6) | | | | 289 | | 199 |
| GOODWILL (Note 7) | | | | 211,886 | 199,395 | |
| INTANGIBLE ASSETS, NET (Note 7), including integrated platform of: December: $ | | 78,696June: $ | 79,343 | 131,663 | 139,215 | |
| DEFERRED INCOME TAXES | | | | 12,489 | 12,554 | |
| OTHER LONG-TERM ASSETS (Note 6 and 8) | | | | 4,381 | | 3,809 |
| TOTAL ASSETS | | | | 704,644 | 653,710 | |


CURRENT LIABILITIES
Short-term credit facilities (Note 9)		21,333	24,469
Accounts payable		20,150	19,867
Other payables (Note 10)	(A)	92,501	76,035
Operating lease liability - current (Note 17)		5,015	4,007
Current portion of long-term borrowings (Note 9)		13,025	11,956
Income taxes payable		1,628	1,400
Total current liabilities before settlement obligations		153,652	137,734
Settlement obligations		28,175	26,695
Total current liabilities		181,827	164,429
DEFERRED INCOME TAXES		31,553	33,921
OPERATING LEASE LIABILITY - LONG TERM (Note 17)		7,805	6,129
LONG-TERM BORROWINGS (Note 9)		203,802	188,813
OTHER LONG-TERM LIABILITIES, including insurance policy liabilities (Note 8)		3,002	2,991
TOTAL LIABILITIES		427,989	396,283
REDEEMABLE COMMON STOCK		88,957	88,957

				EQUITY
COMMON STOCK (Note 11)
Authorized:	200,000,000	with $0.001	par value;
Issued and outstanding shares, net of treasury - December:				81,524,175	; June:81,249,097	103	103
PREFERRED STOCK
Authorized shares:	50,000,000	with $	0.001par value;
Issued and outstanding shares, net of treasury: December:				-; June:	-	-	-
ADDITIONAL PAID-IN-CAPITAL						430,686	426,950
TREASURY SHARES, AT COST: December:			30,234,228	; June:29,934,044		( 299,632 )	( 298,523 )
ACCUMULATED OTHER COMPREHENSIVE LOSS (Note 12)				(A)		( 168,308 )	( 185,626 )
RETAINED EARNINGS		(A)				217,712	218,725
TOTAL LESAKA EQUITY						180,561	161,629
NON-CONTROLLING INTEREST						7,137	6,841
TOTAL EQUITY						187,698	168,470

TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND SHAREHOLDERS’ EQUITY$704,644$653,710

(A) Amounts for June 30, 2025 revised to correct the errors discussed in Note 1.
See Notes to Unaudited Condensed Consolidated Financial Statements

LESAKA TECHNOLOGIES, INC.

Unaudited Condensed Consolidated Statements of Operations

Three months endedSix months ended

December 31,December 31,

2025202420252024 (In thousands, except per share(In thousands, except per share data)data)| REVENUE (Note 16) | | | | $178,734 | $ | 176,216 | $350,182 | $329,784 | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| EXPENSE | | | | | | | | | |
| Cost of goods sold, IT processing, servicing and support | | | (A) | 122,691 | | 130,866 | 241,314 | 249,941 | |
| Selling, general and administration | | (A) | | 36,075 | | 33,837 | 73,169 | 59,094 | |
| Allowance for credit losses (Note 3) | | | | 4,203 | | 2,521 | 6,809 | 4,020 | |
| Depreciation and amortization | | | | 13,568 | | 8,223 | 26,462 | 14,499 | |
| Transaction costs related to Adumo, Recharger and Bank Zero | | | | | | | | | |
| acquisitions (Note 2) | | | | | 47 | 222 | 141 | 1,952 | |
| OPERATING INCOME | | | | 2,150 | | 547 | 2,287 | 278 | |
| CHANGE IN FAIR VALUE OF EQUITY SECURITIES (Note 5 and 6) | | | | 2,971 | | ( 33,731 ) | 2,971 | ( 33,731 ) | |
| OTHER INCOME (Note 10) | | | | 3,883 | | - | 3,883 | | - |
| LOSS ON DISPOSAL OF EQUITY SECURITIES (Note 2) | | | | 730 | | - | 730 | | - |
| NET LOSS ON IMPAIRMENT OF EQUITY-ACCOUNTED | | | | | | | | | |
| INVESTMENT/ LOSS ON DISPOSAL OF EQUITY-ACCOUNTED | | | | | | | | | |
| INVESTMENT (Note 6) | | | | | - | 161 | 584 | 161 | |
| INTEREST INCOME | | | | 508 | | 721 | 1,047 | 1,307 | |
| INTEREST EXPENSE | (A) | | | 4,591 | | 6,266 | 9,604 | 11,382 | |
| INCOME (LOSS) BEFORE INCOME TAX EXPENSE (BENEFIT) | | | | 4,191 | | ( 38,890 ) | ( 730 ) | ( 43,689 ) | |
| INCOME TAX EXPENSE (BENEFIT) (Note 19) | | | | 670 | | ( 6,412 ) | 524 | ( 6,334 ) | |

NET INCOME (LOSS) BEFORE EARNINGS FROM EQUITY- ACCOUNTED INVESTMENTS3,521( 32,478 )( 1,254 )( 37,355 )| EARNINGS FROM EQUITY-ACCOUNTED INVESTMENTS (Note 6) | 110 | | 50 | 110 | | 77 |
| --- | --- | --- | --- | --- | --- | --- |
| NET INCOME (LOSS) | 3,631 | ( 32,428 ) | | ( 1,144 ) | ( 37,278 ) | |
| (ADD) LESS NET (LOSS) INCOME ATTRIBUTABLE TO NON- | | | | | | |
| CONTROLLING INTEREST | ( 14 ) | | 28 | ( 131 ) | | 28 |
| NET INCOME (LOSS) ATTRIBUTABLE TO LESAKA | $3,645 | $( 32,456 ) | $ | ( 1,013 ) | $( 37,306 ) | |

Net earnings (loss) per share, in United States dollars(Note 14):
Basic earnings (loss) attributable to Lesaka shareholders$0.04$( 0.40 )$( 0.01 )$( 0.52 )
Diluted earnings (loss) attributable to Lesaka shareholders$0.04$( 0.40 )$( 0.01 )$( 0.52 )
(A) Revised to correct the errors discussed in Note 1.
See Notes to Unaudited Condensed Consolidated Financial Statements

LESAKA TECHNOLOGIES, INC.

Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income

Three months endedSix months ended

December 31,December 31,

2025202420252024 (In thousands)(In thousands)

Net income (loss)(A)$3,631$( 32,428 )$( 1,144 )$( 37,278 )

Other comprehensive income (loss), net of taxes Movement in foreign currency translation reserve(A)10,541( 22,444 )17,264( 12,085 )| Release of foreign currency translation reserve related to | | | | |
| --- | --- | --- | --- | --- |
| disposal/ liquidation of subsidiaries (Note 12) | ( 26 ) | 6 | ( 26 ) | 6 |
| Release of foreign currency translation reserve related to | | | | |
| disposal of equity securities (Note 12) | - | - | 550 | - |
| Total other comprehensive income (loss), net of | | | | |
| taxes | 10,515 | ( 22,438 ) | 17,788 | ( 12,079 ) |

Comprehensive income (loss)	14,146	( 54,866 )	16,644	( 49,357 )
(Less) Add comprehensive (loss) income
attributable to non-controlling interest	( 270 )	558	( 343 )	558

Comprehensive income (loss) attributable to Lesaka$13,876$( 54,308 )$16,301$( 48,799 )

(A) Revised to correct the errors discussed in Note 1.
See Notes to Unaudited Condensed Consolidated Financial Statements

LESAKA TECHNOLOGIES, INC.

Unaudited Condensed Consolidated Statements of Changes in Equity

Lesaka Technologies, Inc. Shareholders| | | | | Number of | | Number of | | Additional | | Accumulatedother | Total | Non- | | Redeemable | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | Number of | | Treasury | Treasury | shares, net of | | Paid-In | Retained | comprehensive | Lesaka | controlling | | common | |
| | | Shares | Amount | Shares | Shares | treasury | | Capital | Earnings | loss | Equity | Interest | Total | | stock |
| | | | | | | For the three months ended December 31, 2024 (dollar amounts in thousands) | | | | | | | | | |
| Balance – October 1, 2024 | (A) | 89,865,751 | $83 | ( 25,563,808 ) | $( 289,733 ) | 64,301,943 | $ | 346,016 | $302,616 | $( 177,868 ) | $181,114 | $ | -$181,114 | $ | 79,429 |
| Shares issued (Note 2 and Note 11) | | 17,279,803 | 17 | - | | -17,279,803 | | 73,239 | | | 73,256 | | 73,256 | | 9,528 |
| Shares repurchased (Note 13) | | | | ( 2,733,557 ) | ( 12,586 ) | ( 2,733,557 ) | | - | | | ( 12,586 ) | | ( 12,586 ) | | |
| Restricted stock granted (Note 13) | | 1,331,310 | | | | 1,331,310 | | | | | | - | | - | |
| Exercise of stock options (Note 13) | | 17,014 | 1 | | | | 17,014 | 51 | | | | 52 | | 52 | |

Stock-based compensation charge (Note 13)-2,6552,6552,655| Reversal of stock-based compensationcharge (Note 13) | ( 37,221 ) | ( 37,221 ) | ( 11 ) | | | ( 11 ) | | ( 11 ) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Adumo non-controlling interestacquired (Note 2) | | - | - | | | - | | |
| | | | | | | | 7,586 | 7,586 |
| Net loss(A) | | - | | ( 32,456 ) | | ( 32,456 ) | 28 | ( 32,428 ) |
| Dividends paid to non-controllinginterest | | | | | | | ( 301 ) | ( 301 ) |
| Other comprehensive loss (Note 12) | (A) | | | | ( 21,852 ) | ( 21,852 ) | ( 586 ) | ( 22,438 ) |

Balance – December 31, 2024108,456,657$101( 28,297,365 )$( 302,319 )80,159,292$421,950$270,160$( 199,720 )$190,172$6,727$196,899$88,957 (A) Revised to correct the errors discussed in Note 1.

LESAKA TECHNOLOGIES, INC.

Unaudited Condensed Consolidated Statements of Changes in Equity

Lesaka Technologies, Inc. Shareholders

Accumulated Number ofNumber ofAdditionalotherTotalNon-Redeemable Number ofTreasuryTreasuryshares, net ofPaid-InRetainedcomprehensiveLesakacontrollingcommon SharesAmountSharesSharestreasuryCapitalEarningslossEquityInterestTotalstock

For the six months ended December 31, 2024 (dollar amounts in thousands) Balance – July1, 2024(A)89,836,051$83( 25,563,808 )$( 289,733 )64,272,243$343,639$307,466$( 188,227 )$173,228$-$173,228$79,429

Shares issued (Note 2 and Note 11)17,279,80317--17,279,80373,23973,25673,2569,528

Shares repurchased (Note 13)--( 2,733,557 )( 12,586 )( 2,733,557 )( 12,586 )( 12,586 )

Restricted stock granted (Note 13)1,364,110-1,364,110---| Exercise of stock options (Note 13) | 17,014 | 1 | 17,014 | 51 | 52 | 52 |
| --- | --- | --- | --- | --- | --- | --- |
| Stock-based compensation charge | | | | | | |
| (Note 13) | | | - | 5,032 | 5,032 | 5,032 |

Reversal of stock-based compensation
charge (Note 13)	( 40,321 )	-	( 40,321 )	( 11 )		( 11 )		( 11 )
Net loss(A)				-	( 37,306 )	( 37,306 )	28	( 37,278 )
Dividends paid to non-controlling
interest					-	-	( 301 )	( 301 )

Other comprehensive loss (Note 12)	(A)							( 11,493 )	( 11,493 )	( 586 )	( 12,079 )
Balance – December 31, 2024	108,456,657	$101	( 28,297,365 )	$( 302,319 )	80,159,292	$421,950	$270,160	$( 199,720 )	$190,172	$6,727	$196,899	$88,957
(A) Revised to correct the errors discussed in Note 1.
See Notes to Unaudited Condensed Consolidated Financial Statements

LESAKA TECHNOLOGIES, INC.

Unaudited Condensed Consolidated Statements of Changes in Equity

Lesaka Technologies, Inc. Shareholders| | | | | Number of | | Number of | | Additional | | Accumulatedother | Total | Non- | | | Redeemable |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | Number ofShares | Amount | TreasuryShares | TreasuryShares | shares, net oftreasury | | Paid-InCapital | RetainedEarnings | comprehensiveloss | LesakaEquity | controllingInterest | | Total | commonstock |
| | | | | | | For the three months ended December 31, 2025 (dollar amounts in thousands) | | | | | | | | | |
| Balance – October 1, 2025 | (A) | 111,397,943 | $103 | ( 29,934,044 ) | $( 298,523 ) | 81,463,899 | $ | 428,811 | $214,067 | $( 178,543 ) | $165,915 | $ | 6,914$ | 172,829$ | 88,957 |
| Shares repurchased (Note 13) | | - | | ( 70,133 ) | ( 271 ) | | ( 70,133 ) | | | | ( 271 ) | | | ( 271 ) | |
| Loss recognized related to issue ofshares included in treasury shares | | | | | | | | | | | | | | | |
| (Note 2) | | | | 76,716 | 373 | | 76,716 | ( 70 ) | | | 303 | | | 303 | - |
| Restricted stock granted (Note 13) | | 631,000 | | | | 631,000 | | | | | | - | | - | |

Stock-based compensation charge (Note 13)--1,9961,9961,996

Reversal of stock-based compensation charge (Note 13)( 270,540 )( 270,540 )( 51 )( 51 )( 51 )| Deconsolidation of Humble (Note 2) | ( 306,767 ) | ( 1,211 ) | ( 306,767 ) | - | ( 1,211 ) | ( 43 ) | ( 1,254 ) |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Net Income (loss) | | | | 3,645 | 3,645 | ( 14 ) | 3,631 |

Other comprehensive income (Note12)
								10,235	10,235	280	10,515
Balance – December 31, 2025	111,758,403	$103	( 30,234,228 )	$( 299,632 )	81,524,175	$430,686	$217,712	$( 168,308 )	$180,561	$7,137	$187,698	$88,957
(A) Revised to correct the errors discussed in Note 1.

LESAKA TECHNOLOGIES, INC.

Unaudited Condensed Consolidated Statements of Changes in Equity

Lesaka Technologies, Inc. Shareholders

AdditionAccumulated

Number ofNumber ofal Paid-otherTotalNon-Redeemabl Number ofTreasuryTreasuryshares, netInRetainedcomprehensivLesakacontrolline common SharesAmountSharesSharesof treasuryCapitalEarningse lossEquityg InterestTotalstock

For the six months ended December 31, 2025 (dollar amounts in thousands) Balance – July 1, 2025(A)111,183,141$103( 29,934,044 )$( 298,523 )81,249,097$426,950$218,725$( 185,626 )$161,629$6,841$168,470$88,957 Shares repurchased (Note 13)( 70,133 )( 271 )( 70,133 )( 271 )( 271 )| Loss recognized related to issue ofshares included in treasury shares | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| (Note 2) | | 76,716 | 373 | 76,716 | ( 70 ) | 303 | 303 |
| Restricted stock granted | 856,595 | | | 856,595 | - | - | - |

Stock-based compensation charge (Note 13)--3,8693,8693,869

Reversal of stock-based compensation charge (Note 13)( 281,333 )( 281,333 )( 63 )( 63 )( 63 )| Deconsolidation of Humble (Note 2) | | | ( 306,767 ) | ( 1,211 ) | ( 306,767 ) | | - | | | ( 1,211 ) | ( 43 ) | ( 1,254 ) | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Net loss(A) | | | | | | | ( 1,013 ) | | | ( 1,013 ) | ( 131 ) | ( 1,144 ) | |
| Other comprehensive income (Note12)(A) | | | | | | | | | | | | | |
| | | | | | | | | | 17,318 | 17,318 | 470 | 17,788 | |
| Balance – December 31, 2025 | 111,758,403 | $103 | ( 30,234,228 ) | $( 299,632 ) | 81,524,175 | $430,686 | $217,712 | $( 168,308 ) | $ | 180,561$ | 7,137$ | 187,698$ | 88,957 |

(A) Revised to correct the errors discussed in Note 1.
See Notes to Unaudited Condensed Consolidated Financial Statements

LESAKA TECHNOLOGIES, INC.

Unaudited Condensed Consolidated Statements of Cash Flows

Three months endedSix months ended

December 31,December 31,

2025202420252024 (In thousands)(In thousands)| Cash flows from operating activities | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Net income (loss) | (A) | | $3,631 | $ | ( 32,428 ) | $( 1,144 ) | $ | ( 37,278 ) |
| Depreciation and amortization | | | 13,568 | | 8,223 | 26,462 | | 14,499 |
| Movement in allowance for doubtful accounts receivable | | | 4,203 | | 2,521 | 6,809 | | 4,020 |
| Fair value adjustment related to financial liabilities | | | | 36 | ( 454 ) | | 35 | ( 264 ) |
| Loss on disposal of equity securities (Note 6) | | | 730 | | - | 730 | | - |
| Loss on disposal of equity-accounted investments (Note 6) | | | | - | 161 | 584 | | 161 |
| Earnings from equity-accounted investments | | | ( 110 ) | | ( 50 ) | ( 110 ) | | ( 77 ) |
| Change in fair value of equity securities (Note 5 and 6) | | | ( 2,971 ) | | 33,731 | ( 2,971 ) | | 33,731 |
| Other income | | | ( 3,883 ) | | - | ( 3,883 ) | | - |
| Profit on disposal of property, plant and equipment | | | ( 27 ) | | ( 14 ) | ( 57 ) | | ( 41 ) |
| Movement in interest payable | | | ( 61 ) | | 1,864 | ( 168 ) | | 3,557 |
| Facility fee amortized | | | | 88 | 68 | 166 | | 137 |
| Stock-based compensation charge (Note 13) | | | 1,945 | | 2,644 | 3,806 | | 5,021 |
| Dividends received from equity-accounted investments | | | | - | 65 | | - | 65 |
| Increase in accounts receivable | | | ( 11,452 ) | | ( 11,988 ) | ( 12,682 ) | | ( 4,295 ) |
| Increase in finance loans receivable | | | ( 22,678 ) | | ( 8,325 ) | ( 29,581 ) | | ( 9,915 ) |
| (Increase) Decrease in inventory | | | ( 3,949 ) | | ( 4,560 ) | 1,199 | | ( 5,449 ) |
| Increase (Decrease) in accounts payable and other payables | | (A) | 12,855 | | 8,457 | 12,622 | | ( 8,412 ) |
| (Decrease) Increase in taxes payable | | | ( 422 ) | | ( 153 ) | | 90 | 612 |
| Decrease in deferred taxes | | | ( 2,419 ) | | ( 8,928 ) | ( 3,900 ) | | ( 9,374 ) |
| Net cash used in operating activities | | | ( 10,916 ) | | ( 9,166 ) | ( 1,993 ) | | ( 13,302 ) |

Cash flows from investing activities
Capital expenditures	( 3,922 )	( 6,318 )	( 7,902 )	( 10,283 )
Proceeds from disposal of property, plant and equipment	459	475	911	1,325
Acquisition of intangible assets	( 1,008 )	( 428 )	( 2,147 )	( 601 )
Acquisitions, net of cash acquired	( 345 )	( 3,957 )	( 345 )	( 3,957 )
Cash disposed on disposal of subsidiary	( 165 )	-	( 165 )	-
Investment in equity securities	( 250 )	-	( 250 )	-
Proceeds from disposal of equity securities (Note 6)	2,971	-	2,971	-
Net change in settlement assets	( 3,452 )	( 1,266 )	754	2,304
Net cash used in investing activities	( 5,712 )	( 11,494 )	( 6,173 )	( 11,212 )

Cash flows from financing activities
Proceeds from bank overdraft (Note 9)	20,535	48,855	48,509	72,748
Repayment of bank overdraft (Note 9)	( 12,440 )	( 4,512 )	( 53,101 )	( 35,540 )
Long-term borrowings utilized (Note 9)	1,266	12,903	4,029	13,677
Repayment of long-term borrowings (Note 9)	( 1,237 )	( 8,322 )	( 2,385 )	( 13,794 )
Acquisition of treasury stock (Note 13)	( 271 )	( 12,586 )	( 271 )	( 12,586 )
Proceeds from exercise of stock options	-	51	-	51
Guarantee fee	-	( 431 )	( 33 )	( 431 )
Dividends paid to non-controlling interest	-	( 301 )	-	( 301 )
Net change in settlement obligations	3,156	1,209	( 477 )	( 2,439 )
Net cash provided by (used in) financing activities	11,009	36,866	( 3,729 )	21,385

Effect of exchange rate changes on cash and cash equivalents	2,936	( 5,278 )	4,857	( 2,052 )
Net (decrease) increase in cash, cash equivalents and restricted cash	( 2,683 )	10,928	( 7,038 )	( 5,181 )
Cash, cash equivalents and restricted cash – beginning of period	72,284	49,809	76,639	65,918
Cash, cash equivalents and restricted cash – end of period (Note 15)	$69,601	$60,737	$69,601	$60,737

(A) Revised to correct the errors discussed in Note 1.
See Notes to Unaudited Condensed Consolidated Financial Statements

LESAKA TECHNOLOGIES, INC

Notes to the Unaudited Condensed Consolidated Financial Statements

for the three and six months ended December 31, 2025 and 2024 (All amounts in tables stated in thousands or thousands of U.S. dollars, unless otherwise stated)

Basis of Presentation and Summary of Significant Accounting Policies Unaudited Interim Financial Information The accompanying unaudited condensed consolidated financial statements include all majority-owned subsidiaries over which the Company exercises control and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission for Quarterly Reports on Form 10-Q and include all of the information and disclosures required for interim financial reporting. The results of operations for the three and six months ended December 31, 2025 and 2024, are not necessarily indicative of the results for the full year. The Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements, accounting policies and financial notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments), which are necessary for a fair representation of financial results for the interim periods presented. References to “Lesaka” are references solely to Lesaka Technologies, Inc. References to the “Company” refer to Lesaka and its consolidated subsidiaries, collectively, unless the context otherwise requires.

Revision of Previously Issued Financial Statements Understatement of cost and accumulated depreciation for computer equipment In October 2025, the Company identified that it had understated its June 30, 2025, amounts of cost and accumulated depreciation for computer equipment as well as the totals for cost and accumulated depreciation by $ 6.5 million in the notes to the audited consolidated financial statements for the years ended June 30, 2025, 2024 and 2023. The carrying value of property, plant and equipment reported as of June 30, 2025, was not impacted by the error. The Company has recast its accumulated depreciation presented on the condensed consolidated balance sheet as of June 30, 2025, to increase the amount from $ 48,636 to $ 55,086 . The Company assessed the materiality of this error and change in presentation on prior period consolidated financial statements in accordance with SEC Staff Accounting Bulletin (“SAB”) No. 99“Materiality” and SAB No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in the Current Year Financial Statements.” Based on this assessment, the Company has concluded that previously issued financial statements were not materially misstated based upon overall considerations of both quantitative and qualitative factors. Understatement of cost of goods sold, IT processing, servicing and support due to incorrect claim of indirect taxes Subsequent to the issuance of the Company’s Quarterly Report on Form 10-Q for the three months ended September 30, 2025, it determined that its certain indirect taxes had not been accounted for correctly in its consolidated balance sheet, consolidated statements of operations, consolidated statement of comprehensive loss, consolidated statement of changes in equity, consolidated statement of cash flows and related notes to the consolidated financial statements included in previously filed Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q since June 30, 2022, and these filings were incorrect. In these previous filings, the amount of certain indirect taxes were incorrectly claimed in monthly indirect tax submission to the taxing authority and were incorrectly excluded from the Company’s reported cost of goods sold, IT processing, servicing and support in the consolidated statements of operations and other payables and retained earnings in the consolidated balance sheet. The corrected presentation in the revised consolidated financial statements includes certain indirect taxes in cost of goods sold, IT processing, servicing and support in the consolidated statements of operations and other payables and retained earnings in the consolidated balance sheet The Company has also determined that it may also be liable for penalties and interest related to the indirect taxes not paid in a timely manner and has recorded the penalties in the selling, general and administration expense and the interest in interest expense in the revised consolidated statements of operations. The cumulative sum of the penalties and interest are included in other payables and retained earnings in the revised consolidated balance sheet. The Company has determined that at this time it is more likely than not that it will be unable to claim an income tax deduction related to the error, however, it is performing further analysis of its tax position with its external tax advisors. Therefore, there are no income tax adjustments reflected in these condensed consolidated financial statements related to the correction of this error.

Basis of Presentation and Summary of Significant Accounting Policies (continued) Revision of Previously Issued Financial Statements (continued) Understatement of cost of goods sold, IT processing, servicing and support due to incorrect claim of indirect taxes (continued) The Company assessed the materiality of this error and change in presentation on prior period consolidated financial statements in accordance with SAB No. 99“Materiality” and SAB No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in the Current Year Financial Statements.” Based on this assessment, the Company has concluded that previously issued financial statements were not materially misstated based upon overall considerations of both quantitative and qualitative factors. The Company has revised the previous presentations on the condensed consolidated statements of operations for the three and six months ended December 31, 2024, and corrected them in this filing. The Company has also included the impact of the correction for the three months ended September 30, 2025, in the condensed consolidated statements of operations for the six months ended December 31, 2025, included in this filing. The impact of these revisions has increased cost of goods sold, IT processing, servicing and support, selling, general and administration expense and interest expense, and all subtotals from operating income (loss) to net income (loss) attributable to Lesaka for the affected periods. Specifically, for the six months ended December 31, 2025, Cost of goods sold, IT processing, servicing and support increased by $ 0.18 million, Selling, general and administration expense increased by $ 0.06 million, Operating income decreased by $ 0.25 million, Interest expense increased by $ 0.12 million, and Net income (loss) attributable to Lesaka decreased by $ 0.36 million, as a result of the correction to amounts reported for the three months ended September 30, 2025. Basic and Diluted loss per share for the six months ended December 31, 2025, were not impacted by the correction to amounts reported for the three months ended September 30, 2025. The Company has revised the condensed consolidated balance sheet as of June 30, 2025, and corrected it in this filing where these amounts are presented as comparative prior period amounts in other payables and retained earnings and affected subtotals and totals. The tables below present the impact of the revisions to specific captions to the Company’s condensed consolidated balance sheet and condensed consolidated statement of operations for the periods identified.

Condensed consolidated balance sheet June 30, 2025 As reported Correction As revised Other payables $ 72,079 $ 3,956 $ 76,035 Accumulated other comprehensive loss ( 185,664 ) 38 ( 185,626 ) Retained earnings 222,719 ( 3,994 ) 218,725

Condensed consolidated statement of operations Three months ended December 31, 2024 As reported Correction As revised (in thousands, except per share data) Cost of goods sold, IT processing, servicing and support $ 130,696 $ 170 $ 130,866 Selling, general and administration 33,777 60 33,837 Interest expense 6,174 92 6,266 Basic income (loss) per share attributable to Lesaka shareholders $ ( 0.40 ) $ - $ ( 0.40 ) Diluted income (loss) per share attributable to Lesaka shareholders $ ( 0.40 ) $ - $ ( 0.40 )

Condensed consolidated statement of operations Six months ended December 31, 2024 As reported Correction As revised (in thousands, except per share data) Cost of goods sold, IT processing, servicing and support $ 249,605 $ 336 $ 249,941 Selling, general and administration 58,976 118 59,094 Interest expense 11,206 176 11,382 Basic income (loss) per share attributable to Lesaka shareholders $ ( 0.51 ) $ ( 0.01 ) $ ( 0.52 ) Diluted income (loss) per share attributable to Lesaka shareholders $ ( 0.51 ) $ ( 0.01 ) $ ( 0.52 )

Basis of Presentation and Summary of Significant Accounting Policies (continued) Recent accounting pronouncements adopted In December 2023, the Financial Accounting Standards Board (“FASB”) issued guidance regarding Income Taxes (Topic 740) to improve income tax disclosure requirements. The guidance requires entities, on an annual basis, to (1) disclose specific categories in the income tax rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pre-tax income or loss by the applicable statutory income tax rate). This guidance was effective for the Company beginning July 1, 2025 for its year ended June 30, 2026. Recent accounting pronouncements not yet adopted as of December 31, 2025 In November 2024, the FASB issued guidance regarding Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) which requires disaggregated disclosure of income statement expenses for public business entities. The guidance does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. This guidance is effective for the Company beginning July 1, 2027. Early adoption is permitted. The Company is currently assessing the impact of this guidance on its financial statements and related disclosures. In July 2025, the FASB issued guidance regarding Financial Instruments-Credit Losses (Topic 326) Measurement of Credit Losses for Accounts Receivable and Contract Assets which amends current guidance to provide a practical expedient (for all entities) and an accounting policy election (for all entities, other than public business entities, that elect the practical expedient) related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under Revenue From Contracts With Customers (Topic 606). This guidance is effective for the Company beginning July 1, 2026, and interim reporting periods during that fiscal year. Early adoption is permitted. The Company is currently assessing the impact of this guidance on its financial statements and related disclosures. On September 18, 2025, the FASB issued guidance regarding Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40) which amends certain aspects of the accounting for and disclosure of software costs under ASC 350-40. The new guidance makes targeted improvements to existing guidance but does not fully align the framework for accounting for internally developed software costs that are subject to ASC 350-40 with the framework applied to software to be sold or marketed externally that is subject to guidance regarding Costs of Software to Be Sold, Leased, or Marketed (Subtopic ASC 985-20) . The new guidance also does not amend the guidance on costs of software licenses that are within the scope of ASC 985 -20. The amendments supersede the guidance on website development costs in guidance regarding Website Development Costs (Subtopic ASC 350-50) and relocate that guidance, along with the recognition requirements for development costs specific to websites, to ASC 350 -40. This guidance is effective for the Company beginning July 1, 2028, and interim reporting periods during that fiscal year. Early adoption is permitted. Entities may apply the guidance prospectively, retrospectively, or via a modified prospective transition method. The modified prospective transition approach would allow entities to account for an in-process project that, before the transition date, met the capitalization requirements but would no longer meet the requirements for capitalization under the new guidance by derecognizing the capitalized costs for that in-process project through a cumulative-effect adjustment to the opening balance of retained earnings. The Company is currently assessing the impact of this guidance on its financial statements and related disclosures. On December 8, 2025, the FASB issued guidance regarding Interim Reporting (Topic 270) which is intended to improve the navigability of the guidance in ASC 270 and clarify when it applies. Under the amendments, an entity is subject to ASC 270 if it provides “interim financial statements and notes in accordance with GAAP.” The updated guidance also addresses the form and content of such financial statements, adds lists to ASC 270 of the interim disclosures required by all other Codification topics, and establishes a principle under which an entity must “disclose events since the end of the last annual reporting period that have a material impact on the entity.” As the FASB stated in the proposed guidance and reiterates in the ASU, the amendments are not intended to “change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements.” This guidance is effective for the Company beginning July 1, 2028, and interim reporting periods during that fiscal year. Early adoption is permitted. Entities m ay apply the guidance prospectively, retrospectively, or via a modified prospective transition method.

Acquisitions and Dispositions Refer to Note 3 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2025, for additional information regarding the acquisition of Recharger Proprietary Limited (“Recharger”) and the proposed acquisition of Bank Zero Mutual Bank (“Bank Zero”) (which transaction remains conditional). The cash paid, net of cash received related to the Company’s acquisitions during the six months ended December 31, 2025, is summarized in the table below:

Total Total cash paid $ 350 Less: cash acquired 5 Total cash paid, net of cash received $ 345

2026 Proposed acquisitions of Bank Zero On June 26, 2025, Lesaka Technologies Proprietary Limited (“Lesaka SA”) entered into a Transaction Implementation Agreement (the “Transaction Implementation Agreement”) with Zero Research Proprietary Limited (“Zero Research”), Bank Zero, and other parties identified in Annexure A to the Transaction Implementation Agreement (being all of the shareholders of Bank Zero save for Zero Research and Naught Holdings Ltd, the “Bank Zero Sellers”), the parties listed in Annexure B to the Transaction Implementation Agreement (being all of the shareholders of Zero Research save for Naught Holdings Ltd, the “Zero Research Sellers”) and Naught Holdings Ltd. The Company incurred transaction-related expenditures of $ 0.04 million and $ 0.1 million during the three and six months ended December 31, 2025, respectively, related to the proposed acquisition of Bank Zero. The Company’s accruals presented in Note 10 of as December 31, 2025, includes an accrual of transaction related expenditures of $ 0.3 million and the Company expects to incur further transaction costs of $ 0.2 million during the 2026 fiscal year. 2026 Acquisitions On November 10, 2025, the Company, through its wholly owned subsidiary, Prism Holdings Proprietary Limited (“Prism”), entered into a Sale of Shares Agreement (the “Atom Purchase Agreement”) with Gravaton Investments Proprietary Limited (“Gravaton”) and Atom Operations Proprietary Limited (“Atom”). Pursuant to the Atom Purchase Agreement and subject to its terms and conditions, Prism agreed to acquire, and Gravaton agreed to sell, all of the outstanding equity interests in Atom for a total purchase consideration of $ 0.7 million which comprised of $ 0.4 million (ZAR 6.0 million, translated at December 1, 2025 exchange rates) in cash and 76,716 shares of the Company’s shares of common stock (which had an aggregate value of $ 0.3 million ( 76,716 multiplied by $ 3.95 ) on closing). The transaction closed on December 1, 2025. The Company did not incur any significant transaction costs related to this acquisition. 2025 Acquisitions On November 19, 2024, the Company, through Lesaka SA, entered into a Sale of Shares Agreement (the “Recharger Purchase Agreement”) with Imtiaz Dhooma (Recharger’s former chief executive officer) and Ninety Nine Proprietary Limited (“the Seller”). Pursuant to the Recharger Purchase Agreement and subject to its terms and conditions, Lesaka SA agreed to acquire, and the Seller agreed to sell, all of the outstanding equity interests in Recharger. The transaction closed on March 3, 2025.

Acquisitions and Dispositions (continued) The Company completed the purchase price allocation related to the Recharger acquisition during the three months ended September 30, 2025. There were no changes to the Recharger preliminary purchase price allocation as of June 30, 2025. The final purchase price allocation related to the Recharger acquisition, translated at the foreign exchange rates applicable on the date of acquisition, is provided in the table below:

Final purchase price allocation Recharger Cash and cash equivalents $ 1,720 Accounts receivable 17 Inventory 194 Property, plant and equipment 39 Operating lease right of use asset 401 Goodwill 3,614 Intangible assets 16,171 Deferred income taxes assets 81 Accounts payable ( 149 ) Other payables ( 1,439 ) Operating lease liability - current ( 185 ) Income taxes payable ( 4 ) Deferred income taxes liabilities ( 4,366 ) Operating lease liability - long-term ( 269 ) Fair value of assets and liabilities on acquisition $ 15,825

Transaction costs and certain compensation costs The Company did not incur any transaction costs related to the Bank Zero acquisition during the three and six months ended December 31, 2024. The table below presents transaction costs incurred related to the acquisitions of Adumo and Recharger, and the proposed acquisition of Bank Zero during the three and six months ended December 31, 2025 and 2024:

Three months ended December 31, Six months ended December 31, 2025 2024 2025 2024 Bank Zero transaction costs $ 44 $ - $ 126 $ - Adumo transaction costs 3 - 3 1,702 Recharger transaction costs (1) - 222 12 250 Total $ 47 $ 222 $ 141 $ 1,952

(1) Recharger transactions costs for the three and six months ended December 31, 2024, of $ 0.22 million and $ 0.25 million, respectively, have been allocated from Selling, general and administration to Transaction costs related to Adumo, Recharger and Bank Zero acquisitions in the unaudited condensed consolidated statement operations for the three and six months ended December 31, 2025.

Pro forma results related to acquisitions Pro forma results of operations have not been presented for the acquisition of Atom because the effect of this acquisition was not material to the Company. Since the closing of these acquisitions, Atom has contributed revenue and net income of $ 0.05 million and $ ( 0.01 ) million, respectively, for the six months ended December 31, 2025.

Acquisitions and Dispositions (continued) Dispositions 2026 Dispositions December 2025 disposal of Humble On December 1, 2025, Adumo (RF) Proprietary Limited, a wholly -owned subsidiary of the Company, disposed of its entire investment in Humble Software Proprietary Limited (“Humble”) and received 306,767 shares of the Company’s common stock as consideration. The fair value of these 306,767 shares of the Company’s common stock on December 1, 2025, was $ 1.2 million. These shares have been included in the Company’s treasury shares. The table below presents the impact of the deconsolidation of Humble and the calculation of the net loss recognized on deconsolidation:

Deconsolidation of Humble Humble Fair value of consideration received $ 1,211 Add carrying value of noncontrolling interest on deconsolidation 47 Less: carrying value of Humble, comprising 1,988 Cash and cash equivalents 162 Accounts receivable, net 26 Inventory 10 Property, plant and equipment, net 1 Goodwill 1,515 Intangible assets, net 63 Deferred income taxes assets 300 Accounts payable ( 4 ) Other payables ( 58 ) Income taxes payable ( 1 ) Released from accumulated other comprehensive income – foreign currency translation reserve ( 26 ) Loss recognized on disposal, before transaction costs ( 730 ) Loss recognized on disposal, before tax ( 730 ) Taxes related to gain recognized on disposal - Tax benefit related to loss recognized on disposal (1) - Release of valuation allowance (1) - Loss recognized on disposal, after tax $ ( 730 )

(1)The Company incurred a capital loss of $ 0.04 million. The Company recorded a valuation allowance of $ 0.04 million related to the capital loss generated.

Accounts receivable, net and other receivables and finance loans receivable, net Accounts receivable, net and other receivables The Company’s accounts receivable, net, and other receivables as of December 31, 2025, and June 30, 2025, are presented in the table below:

December 31, June 30, 2025 2025 Accounts receivable, trade, net $ 23,247 $ 16,433 Accounts receivable, trade, gross 25,503 18,186 Less: Allowance for doubtful accounts receivable, end of period 2,256 1,753 Beginning of period 1,753 1,241 Reversed to statement of operations ( 189 ) ( 521 ) Charged to statement of operations 869 1,856 Write-offs ( 310 ) ( 847 ) Deconsolidation ( 4 ) - Foreign currency adjustment 137 24 Current portion of amount outstanding related to sale of interest in Carbon, net of allowance: December 2025: $ 750 ; June 2025: $ 750 - - Other receivables 34,997 26,092 Total accounts receivable, net and other receivables $ 58,244 $ 42,525

Trade receivables include amounts due from customers which generally have a very short-term life from date of invoice or service provided to settlement. The duration is less than a year in all cases and generally less than 30 days in many instances. The short-term nature of these exposures often results in balances at month-end that are disproportionately small compared to the total invoiced amounts. The month-end outstanding balances are more volatile than the monthly invoice amounts because they are affected by operational timing issues and the fact that a balance is outstanding at month-end is not necessarily an indication of increased risk but rather a matter of operational timing. Credit risk in respect of trade receivables is generally not significant and the Company has not developed a sophisticated model for these basic credit exposures. The Company determined to use a lifetime loss rate by expressing write-off experience as a percentage of corresponding invoice amounts (as opposed to outstanding balances). The allowance for credit losses related to these receivables has been calculated by multiplying the lifetime loss rate with recent invoice/origination amounts. Management actively monitors performance of these receivables over short periods of time. Different balances have different rules to identify an account in distress. Once balances in distress are identified, specific allowances are immediately created. Subsequent recovery from distressed accounts is not significant. O ther receivables include prepayments, deposits, income taxes receivable and other receivables.

Accounts receivable, net and other receivables and finance loans receivable, net (continued) Finance loans receivable, net The Company’s finance loans receivable, net, as of December 31, 2025, and June 30, 2025, is presented in the table below:

December 31, June 30, 2025 2025 Microlending finance loans receivable, net $ 82,250 $ 52,492 Microlending finance loans receivable, gross 88,010 56,140 Less: Allowance for doubtful finance loans receivable, end of period 5,760 3,648 Beginning of period 3,648 1,947 Reversed to statement of operations - ( 161 ) Charged to statement of operations 4,881 4,301 Write-offs ( 3,113 ) ( 2,499 ) Foreign currency adjustment 344 60 Merchant finance loans receivable, net 21,343 21,618 Merchant finance loans receivable, gross 24,121 23,214 Less: Allowance for doubtful finance loans receivable, end of period 2,778 1,596 Beginning of period 1,596 2,697 Reversed to statement of operations ( 117 ) ( 22 ) Charged to statement of operations 1,365 2,576 Write-offs ( 229 ) ( 3,709 ) Foreign currency adjustment 163 54 Total finance loans receivable, net $ 103,593 $ 74,110

Total finance loans receivable, net, comprises microlending finance loans receivable related to the Company’s microlending operations in South Africa as well as its merchant finance loans receivable related to Connect’s lending activities in South Africa. Certain merchant finance loans receivable with an aggregate balance of $ 20.5 million as of December 31, 2025 have been pledged as security for the Company’s revolving credit facility (refer to Note 9).

Allowance for credit losses Microlending finance loans receivable Microlending finance loans receivable is related to the Company’s microlending operations in South Africa whereby it provides unsecured short-term loans to qualifying customers. Loans to customers have a tenor of up to nine months, with the majority of loans originated having a tenor of six months. The Company analyses this lending book as a single portfolio because the loans within the portfolio have similar characteristics and management uses similar processes to monitor and assess the credit risk of the lending book. Refer to Note 5 related to the Company risk management process related to these receivables. The Company has operated this lending book for more than 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 with the month end outstanding lending book. The lifetime loss rate as of each of June 30, 2025 and December 31, 2025, was 6.50 %. The performing component (that is, outstanding loan payments not in arrears) of the book exceeds more than 98 %, of the outstanding lending book as of each of June 30, 2025 and December 31, 2025. Merchant finance loans receivable Merchant finance loans receivable is related to the Company’s Merchant lending activities in South Africa whereby it provides unsecured short-term loans to qualifying customers. Loans to customers have a tenor of up to twelve months, with the majority of loans originated having a tenor of approximately eight months. The Company analyses this lending book as a single portfolio because the loans within the portfolio have similar characteristics and management uses similar processes to monitor and assess the credit risk o f the lending book. Refer to Note 5 related to the Company risk management process related to these receivables.

3.Accounts receivable, net and other receivables and finance loans receivable, net (continued)

Finance loans receivable, net (continued)

Allowance for credit losses (continued)

Merchant finance loans receivable (continued)

The Company uses historical default experience over the lifetime of loans generated thus far in order to calculate a lifetime loss rate for the lending book. The allowance for credit losses related to these merchant finance loans receivables is calculated by adding together actual receivables in default plus multiplying the lifetime loss rate with the month-end outstanding lending book. The lifetime loss rate as of each of June 30, 2025 and December 31, 2025, was approximately 1.14 %. The performing component (that is, outstanding loan payments not in arrears), under-performing component (that is, outstanding loan payments that are in arrears) and non-performing component (that is, outstanding loans for which payments appeared to have ceased) of the book represents approximately 95 %, 4 % and 1 %, respectively, of the outstanding lending book as of June 30, 2025. The performing component, under- performing component and non-performing component of the book represents approximately 88 %, 11 % and 1 %, respectively, of the outstanding lending book as of December 31, 2025.

Inventory The Company’s inventory comprised the following categories as of December 31, 2025, and June 30, 2025:

December 31, June 30, 2025 2025 Raw materials $ 2,627 $ 2,963 Work-in-progress 288 293 Finished goods 22,183 20,295 $ 25,098 $ 23,551

Fair value of financial instruments Initial recognition and measurement Financial instruments are recognized when the Company becomes a party to the transaction. Initial measurements are at cost, which includes transaction costs. Risk management The Company manages its exposure to currency exchange, translation, interest rate, credit, microlending credit and equity price and liquidity risks as discussed below. Currency exchange risk The Company is subject to currency exchange risk because it purchases components for its vaults, that the Company assembles, and inventories that it is required to settle in other currencies, primarily the euro, renminbi, and U.S. dollar. The Company 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 reporting 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 Company’s control, there can be no assurance that future fluctuations will not adversely affect the Company’s results of operations and financial condition.

Fair value of financial instruments (continued) Risk management (continued) Interest rate risk As a result of its normal borrowing activities, the Company’s operating results are exposed to fluctuations in interest rates, which it manages primarily through regular financing activities. Interest rates in South Africa have been trending downwards in recent quarters and as of the date of this Quarterly Report, are expected to decline by a further 25 basis points in the first quarter of calendar 2026 and stabilize at that level for the remainder of that year. Therefore, ignoring the impact of changes to the margin on its borrowings (refer to Note 9) and value of borrowings outstanding, the Company expects its cost of borrowing to decline moderately in the foreseeable future, however, the Company would expect a higher cost of borrowing if interest rates were to increase in the future. The Company periodically evaluates the cost and effectiveness of interest rate hedging strategies to manage this risk. The Company generally maintains surplus cash in cash equivalents and held to maturity investments and has occasionally invested in marketable securities. Credit risk Credit risk relates to the risk of loss that the Company would incur as a result of non-performance by counterparties. The Company maintains credit risk policies in respect of its counterparties to minimize overall credit risk. These policies include an evaluation of a potential counterparty’s financial condition, credit rating, and other credit criteria and risk mitigation tools as the Company’s management deems appropriate. With respect to credit risk on certain financial instruments, the Company maintains a policy of entering into such transactions only with South African and European financial institutions that have a credit rating of “B” (or its equivalent) or better, as determined by credit rating agencies such as Standard & Poor’s, Moody’s and Fitch Ratings. Consumer microlending credit risk The Company 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. Additional allowances may be required should the ability of its customers to make payments when due deteriorate in the future. Judgment is required to assess the ultimate recoverability of these finance loan receivables, including ongoing evaluation of the creditworthiness of each customer. Merchant lending The Company maintains an allowance for doubtful finance loans receivable related to its Merchant services segment with respect to short-term loans to qualifying merchant customers. The Company’s risk management procedures include adhering to its proprietary lending criteria which uses an online-system loan application process, obtaining necessary customer transaction-history data and credit bureau checks. The Company considers these procedures to be appropriate because it takes into account a variety of factors such as the customer’s credit capacity and customer-specific risk factors when originating a loan. Equity price and liquidity risk Equity price risk relates to the risk of loss that the Company would incur as a result of the volatility in the exchange-traded price of equity securities that it holds from time to time. The market price of these securities may fluctuate for a variety of reasons and, consequently, the amount that the Company may obtain in a subsequent sale of these 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 exchange on which those securities are listed. The Company may not be able to sell some or all of these securities at one time, or over an extended period of time without influencing the exchange-traded price, or at all.

Fair value of financial instruments (continued) Financial instruments The following section describes the valuation methodologies the Company uses to measure its significant financial assets and liabilities at fair value. In general, and where applicable, the Company uses quoted prices in active markets for identical assets or liabilities to determine fair value. This pricing methodology would apply to Level 1 investments. If quoted prices in active markets for identical assets or liabilities are not available to determine fair value, then the Company uses quoted prices for similar assets and liabilities or inputs other than the quoted prices that are observable either directly or indirectly. These investments would be included in Level 2 investments. In circumstances in which inputs are generally unobservable, values typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model- based techniques that include option pricing models, discounted cash flow models, and similar techniques. Investments valued using such techniques are included in Level 3 investments. Asset measured at fair value using significant unobservable inputs – investment in Cell C The Company held 75,000,000 class “A” shares in Cell C Limited (“Cell C”), a significant mobile telecoms provider in South Africa. In November 2025, Cell C completed a restructuring process in anticipation of its listing on the securities exchange operated by the JSE Limited. Under this process, a new holding company, Cell C Holdings Limited (“Cell C Listco”), was established for Cell C, with a transaction step including the transfer of shares in Cell C by its existing shareholders to Cell C Listco in exchange for Cell C Listco issuing shares to the existing Cell C shareholders (the “Flip-up”). The Company exchanged its 75,000,000 class “A” shares in Cell C for 76,590 shares in Cell C Listco. Cell C Listco listed on November 23, 2025. On October 31, 2025, in considering the proposed restructure and listing of Cell C Listco, Lesaka SA entered into an agreement with The Prepaid Company Proprietary Limited (“TPC”) to dispose of its shares in Cell C (or, after the Flip-up is implemented, its shares in Cell C Listco) (“Relevant Shares”), if certain conditions are met. Under the terms of the agreement, if: ● the listing occurred by November 30, 2025, and the value of Lesaka SA’s shares in Cell C was less than ZAR 50 million, then Lesaka SA could choose to either hold the shares, or sell the Relevant Shares to TPC for a purchase price equal to ZAR 50 million; or ● the listing did not occur by November 30, 2025 (or, earlier than this date, it is determined that the listing will not proceed), then Lesaka SA could sell the Relevant Shares to TPC for ZAR 35 million. If, after this sale and before April 30, 2026, the Listing occurs and the list price per share (“A”) is more than the price paid to Lesaka SA per Relevant Share (the aggregate ZAR 35 million) (“B”), then TPC shall pay an amount equal to the difference between A and B, multiplied by the number of Relevant Shares to Lesaka SA as a top-up to the purchase consideration. The value of Lesaka SA’s shares in Cell C Listco was less than ZAR 50 million on listing and Lesaka SA elected to sell its Cell C Listco shares to TPC for ZAR 50 million ($ 3.0 million) and received the cash proceeds in December 2025. The Company’s Level 3 asset represented an investment of 75,000,000 class “A” shares in Cell C. 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, 2025, and valued Cell C at $ 0.0 (zero) as of June 30, 2025. The Company assumed that Cell C’s deferred tax assets would be utilized over the forecast period. The Company has assumed a marketability discount of 15 % as of June 2025 and a minority discount of 17 %. The Company utilized the latest business plan provided by Cell C management for the period ended May 31, 2030, for the June 30, 2025, valuation. The following key valuation inputs were used as of June 30, 2025:

Weighted Average Cost of Capital ("WACC"): 24 % Long term growth rate: 4.5 % Marketability discount: 15 % Minority discount: 17 % Net adjusted external debt - June 30, 2025: (1) ZAR 8.3 billion ($ 0.5 billion), no lease liabilities included

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

Fair value of financial instruments (continued) The following table presents the Company’s assets measured at fair value on a recurring basis as of December 31, 2025, according to the fair value hierarchy:

Quoted Price in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets Related to insurance business: $ $ $ $ Cash, cash equivalents and restricted cash (included in other long-term assets) 136 - - 136 Fixed maturity investments (included in cash and cash equivalents) 6,793 - - 6,793 Total assets at fair value $ 6,929 $ - $ - $ 6,929

The following table presents the Company’s assets measured at fair value on a recurring basis as of June 30, 2025, according to the fair value hierarchy:

Quoted Price in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets Investment in Cell C $ - $ - $ - $ - Related to insurance business Cash and cash equivalents (included in other long-term assets) 125 - - 125 Fixed maturity investments (included in cash and cash equivalents) 4,739 - - 4,739 Total assets at fair value $ 4,864 $ - $ - $ 4,864

During the three and six months ended December 31, 2025, respectively, the Company transferred its investment in Cell C Listco out of Level 3 following the disposal of these equity securities. During the three and six months ended December 31, 2025, respectively, the Company recorded an increase in the carrying value of its investment in Cell C Listco prior to the disposal of these equity securities. There were no transfers in or out of Level 3 during the three and six months ended December 31, 2024. 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 three and six months ended December 31, 2024.

Summarized below is the movement in the carrying value of assets and liabilities measured at fair value on a recurring basis, and categorized within Level 3, during the six months ended December 31, 2025:

Carrying value Assets Balance as of June 30, 2025 $ - Gain on fair value re-measurement 2,971 Disposal of investment in Cell C ( 2,971 ) Foreign currency adjustment (1) - Balance as of December 31, 2025 $ -

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

Fair value of financial instruments (continued) 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 six months ended December 31, 2024:

Carrying value Assets Balance as of June 30, 2024 $ - Foreign currency adjustment (1) - Balance as of December 31, 2024 $ -

(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. Assets measured at fair value on a nonrecurring basis The Company measures equity investments without readily determinable fair values at fair value on a nonrecurring basis. The fair values of these investments are determined based on valuation techniques using the best information available and may include quoted market prices, market comparables, and discounted cash flow projections. An impairment charge is recorded when the cost of the asset exceeds its fair value and the excess is determined to be other-than-temporary. The Company has no liabilities that are measured at fair value on a nonrecurring basis.

Equity-accounted investments and other long-term assets Refer to Note 9 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2025, for additional information regarding its equity -accounted investments and other long-term assets. Equity-accounted investments The Company’s ownership percentage in its equity-accounted investments as of December 31, 2025, and June 30, 2025, was as follows:

December 31, June 30, 2025 2025 Sandulela Technology (Proprietary) Limited (“Sandulela”) 49.0 % 49.0 % SmartSwitch Namibia (Proprietary) Limited (“SmartSwitch Namibia”) 50.0 % 50.0 %

SmartSwitch Namibia The Company recorded a loss on impairment of equity-accounted investment of $ 0.6 million during the six months ended December 31, 2025, which primarily includes the release of accumulated other comprehensive loss (refer to Note 12). Other long-term assets Summarized below is the breakdown of other long-term assets as of December 31, 2025, and June 30, 2025:

December 31, June 30, 2025 2025 Total equity investments $ 250 $ - Investment in Cell C (June 30, 2025: 5 %) at fair value (Note 5) (1) - - Investment in 10 % of Cowdi at fair value (2) 250 - Investment in 87.5 % of CPS (June 30, 2025: 87.5 %) at fair value (2)(3) - - Policy holder assets under investment contracts (Note 8) 136 125 Reinsurance assets under insurance contracts (Note 8) 2,020 1,837 Other long-term assets 1,975 1,847 Total other long-term assets $ 4,381 $ 3,809

(1) The Company disposed of its entire shareholding in Cell C in December 2025, refer to Note 5 for additional information. (2) The Company determined that Cowdi and CPS do not have a readily determinable fair value and therefore elected to record its investments at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. ( 3) On October 16, 2020, the High Court of South Africa, Gauteng Division, Pretoria ordered that CPS be placed into liquidation.

Equity-accounted investments and other long-term assets (continued) Other long-term assets (continued) During the three and six months ended December 31, 2025, the Company invested $ 0.3 million to acquire a 10 % interest in Cowdi Limited (“Cowdi”), an entity incorporated in England and Wales, with operations through a Kenyan wholly-owned subsidiary offering digital loans to customers in that country. The Company also extended a $ 0.75 million credit facility to Cowdi. The facility was undrawn as of December 31, 2025. The Company previously owned 6,215,620 equity shares of One MobiKwik Systems Limited (“MobiKwik”). MobiKwik listed on the National Stock Exchange of India (“NSE”) on December 18, 2024. Up until its listing MobiKwik did not have a readily determinable fair value and the Company elected to measure its investment in MobiKwik at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer (“cost plus or minus changes in observable prices equity securities”). From the date of MobiKwik’s listing, the Company used MobiKwik’s closing price reported on the NSE on the last trading day related to last day of the Company’s reporting period to determine the fair value of the equity securities owned by the Company. The Company determined a fair value per MobiKwik share of $ 6.85 (INR 586.15 per share at the USD: INR exchange rates applicable as of December 31, 2024). The Company used this valuation as the basis for its adjustment to decrease the carrying value of its investment in MobiKwik by $ 33.7 million from $ 76.3 million to $ 42.6 million as of December 31, 2024. The change in the fair value of MobiKwik for the three and six months ended December 31, 2024, of $ 33.7 million, is included in the caption “Change in fair value of equity securities” in the consolidated statement of operations for the three and six months ended December 31, 2024. The Company disposed of its entire shareholding in MobiKwik in June 2025. Summarized below are the components of the Company’s equity securities without readily determinable fair value and held to maturity investments as of December 31, 2025:

Cost basis Unrealized holding Unrealized holding Carrying gains losses value Equity securities: Investment in Cowdi $ 250 $ - $ - $ 250 Investment in CPS - - - - Total $ 250 $ - $ - $ 250

Summarized below are the components of the Company’s equity securities without readily determinable fair value and held to maturity investments as of June 30, 2025:

Cost basis Unrealized holding Unrealized holding Carrying gains losses value Equity securities: Investment in CPS $ - $ - $ - $ - Held to maturity: Investment in Cedar Cellular notes - - - -

Goodwill and intangible assets, net Goodwill Summarized below is the movement in the carrying value of goodwill for the six months ended December 31, 2025:

Gross value Accumulated impairment Carrying value Balance as of June 30, 2025 $ 236,109 $ ( 36,714 ) $ 199,395 Deconsolidation of Humble (Note 2) ( 1,515 ) - ( 1,515 ) Foreign currency adjustment (1) 16,194 ( 2,188 ) 14,006 Balance as of December 31, 2025 $ 250,788 $ ( 38,902 ) $ 211,886

(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. Goodwill has been allocated to the Company’s reportable segments as follows:

Merchant Consumer Enterprise Carrying value Balance as of June 30, 2025 $ 179,634 $ 6,027 $ 13,734 $ 199,395 Deconsolidation of Humble (Note 2) ( 1,515 ) - - ( 1,515 ) Foreign currency adjustment (1) 12,609 426 971 14,006 Balance as of December 31, 2025 $ 190,728 $ 6,453 $ 14,705 $ 211,886

(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.

Intangible assets, net Carrying value and amortization of intangible assets Summarized below is the carrying value and accumulated amortization of intangible assets as of December 31, 2025, and June 30, 2025:

As of December 31, 2025 As of June 30, 2025 Gross carrying value Accumulated amortization Net carrying value Gross carrying value Accumulated amortization Net carrying value Finite-lived intangible assets: Software, integrated platform and unpatented technology $ 149,178 $ ( 52,905 ) $ 96,273 $ 137,099 $ ( 41,925 ) $ 95,174 Customer relationships 57,248 ( 22,842 ) 34,406 53,369 ( 18,568 ) 34,801 Brands and trademarks (1) 19,523 ( 18,539 ) 984 18,233 ( 8,993 ) 9,240 FTS patent 2,311 ( 2,311 ) - 2,158 ( 2,158 ) - Total finite-lived intangible assets $ 228,260 $ ( 96,597 ) $ 131,663 $ 210,859 $ ( 71,644 ) $ 139,215

(1) During early calendar 2025, the Company’s executive considered the unification of the Company’s merchant segments operations and the realignment of the Company’s brands under the master brand “Lesaka”. The Company’s Board of Directors approved the realignment of certain of the Company’s brands to the master brand in May 2025. The Company has identified the steps and timing to realign the affected brands under the master brand and expects to have complete alignment by February 2027, with certain brands aligned in December 2025. The change in brands has resulted in a change in the useful lives of certain of the Company’s brand and trademark intangible assets which has resulted in an increase (excluding the impact on Adumo and GAAP brands) in amortization expense of $ 3.2 million and $ 6.3 million during the three and six months ended December 31, 2025 compared with the three and six months ended December 31, 2024. The change in the useful lives resulted in a $ 2.3 million and $ 4.6 million increase in the Company’s net loss from continuing operations for the three and six months ended December 31, 2025, respectively, and did not h ave a significant impact on earnings (loss) per share. The change did not impact prior periods.

Goodwill and intangible assets, net (continued) Intangible assets, net (continued) Aggregate amortization expense on the finite-lived intangible assets for the three months ended December 31, 2025 and 2024, was $ 9.8 million and $ 4.9 million, respectively. Aggregate amortization expense on the finite-lived intangible assets for the six months ended December 31, 2025 and 2024, was $ 18.9 million and $ 8.8 million, respectively. Future estimated annual amortization expense for the next five fiscal years and thereafter, assuming exchange rates that prevailed on December 31, 2025, is presented in the table below. Actual amortization expense in future periods could differ from this estimate as a result of acquisitions, changes in useful lives, exchange rate fluctuations and other relevant factors.

Fiscal 2026 (excluding six months ended December 31, 2025) $ 12,527 Fiscal 2027 22,780 Fiscal 2028 22,316 Fiscal 2029 21,164 Fiscal 2030 19,697 Thereafter 33,179 Total future estimated annual amortization expense $ 131,663

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 six months ended December 31, 2025:

Reinsurance Assets (1) Insurance contracts (2) Balance as of June 30, 2025 $ 1,837 $ ( 2,644 ) Increase in policyholder benefits under insurance contracts 177 ( 6,055 ) Claims and decrease in policyholders’ benefits under insurance contracts ( 126 ) 5,939 Foreign currency adjustment (3) 132 ( 193 ) Balance as of December 31, 2025 $ 2,020 $ ( 2,953 )

(1) Included in other long-term assets (refer to Note 6); (2) Included in other long-term liabilities; (3) Represents the effects of the fluctuations of the ZAR against the U.S. dollar. The Company has agreements with reinsurance companies in order to limit its losses from various insurance contracts, however, if the reinsurer is unable to meet its obligations, the Company retains the liability. The value of insurance contract liabilities is based on the best estimate assumptions of future experience plus prescribed margins, as required in the markets in which these products are offered, namely South Africa. The process of deriving the best estimate assumptions plus prescribed margins includes assumptions related to claim reporting delays (based on average industry experience). Assets and policyholder liabilities under investment contracts Summarized below is the movement in assets and policyholder liabilities under investment contracts during the six months ended December 31, 2025:

Assets (1) Investment contracts (2) Balance as of June 30, 2025 $ 133 $ ( 125 ) Increase in policy holder benefits under investment contracts 3 ( 3 ) Foreign currency adjustment (3) - ( 8 ) Balance as of December 31, 2025 $ 136 $ ( 136 )

(1) Included in other long-term assets (refer to Note 6); (2) Included in other long-term liabilities; (3) Represents the effects of the fluctuations of the ZAR against the U.S. dollar.

The Company does not offer any investment products with guarantees related to capital or returns.

Borrowings Refer to Note 12 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2025, for additional information regarding its borrowings. Reference rate reform After the transition away from certain interbank offered rates in foreign jurisdictions (“IBOR reform”), the reforms to South Africa’s reference interest rate are now accelerating rapidly. The Johannesburg Interbank Average Rate (“JIBAR”) will be replaced by the new South African Overnight Index Average (“ZARONIA”). Certain of the Company’s borrowings reference JIBAR as a base interest rate. ZARONIA reflects the interest rate at which rand-denominated overnight wholesale funds are obtained by commercial banks. There is uncertainty surrounding the timing and manner in which the transition would occur and how this would affect our borrowings. The Company is in regular contact with its lenders and will update existing borrowing agreements to the new base rate when ZARONIA is adopted by the financial industry and lenders as the new reference rate. South Africa The JIBAR, an average of 3 month negotiable certificates of deposit (“NCD”) rates, on December 31, 2025, was 6.75 %. The prime rate, the benchmark rate at which private sector banks lend to the public in South Africa, on December 31, 2025, was 10.25 %.

Movement in short-term credit facilities Summarized below are the Company’s short-term facilities as of December 31, 2025, and the movement in the Company’s short- term facilities from as of June 30, 2025 to as of December 31, 2025:

RMB RMB Nedbank GBF Other Facilities Total Short-term facilities available as of December 31, 2025 $ 42,267 $ 6,073 $ 9,441 $ 57,781 Overdraft 42,267 - - 42,267 Indirect and derivative facilities - 6,073 9,441 15,514 Movement in utilized overdraft facilities: No restrictions as to use 24,469 - - 24,469 Balance as of June 30, 2025 24,469 - - 24,469 Utilized 48,509 - - 48,509 Repaid ( 53,101 ) - - ( 53,101 ) Foreign currency adjustment (1) 1,456 - - 1,456 Balance as of December 31, 2025 21,333 - - 21,333 No restrictions as to use $ 21,333 $ - $ - $ 21,333 Interest rate as of December 31, 2025 (%) (2) 9.75 N/A N/A Interest rate as of June 30, 2025 (%) (2) 10.25 N/A N/A Movement in utilized indirect and derivative facilities: Balance as of June 30, 2025 $ - $ 1,864 $ 119 $ 1,983 Guarantees cancelled - ( 1,611 ) - ( 1,611 ) Utilized - 1,536 - 1,536 Foreign currency adjustment (1) - 128 8 136 Balance as of December 31, 2025 $ - $ 1,917 $ 127 $ 2,044

(1) Represents the effects of the fluctuations between the ZAR and the U.S. dollar.
(2) RMB GBF interest is set at prime less 0.50 %. Interest expense incurred under the Company’s South African short-term borrowings and included in the caption interest expense on the condensed consolidated statement of operations during the three months ended December 31, 2025 and 2024, was $ 0.8 million and $ 0.6 million, respectively. Interest expense incurred under the Company’s South African short-term borrowings and included in the caption interest expense on the condensed consolidated statement of operations during the six months ended December 31, 2025 and 2024, was $ 1.3 million and $ 2.4 million, respectively. The Company cancelled Adumo’s overdraft arrangements on October 1, 2024, and settled Adumo’s outstanding overdraft balance of ZAR 20.0 million ($ 1.1 million) on the same day. The repayment is included in the caption repayment of bank overdraft included on the Company’s unaudited condensed consolidated statements of cash flows for the three and six months ended December 3 1, 2024.

Borrowings (continued) Movement in long-term borrowings Summarized below is the movement in the Company’s long-term borrowing from as of June 30, 2025 to as of December 31, 2025:

Facilities Lesaka A Lesaka B Asset backed CCC Total Included in current $ - $ 8,448 $ 3,508 $ - $ 11,956 Included in long-term 120,375 47,873 3,671 16,894 188,813 Opening balance as of June 30, 2025 120,375 56,321 7,179 16,894 200,769 Facilities utilized - - 3,057 972 4,029 Facilities repaid - - ( 2,385 ) - ( 2,385 ) Non-refundable fees paid - - - ( 33 ) ( 33 ) Non-refundable fees amortized 152 - 5 12 169 Foreign currency adjustment (1) 8,520 3,983 533 1,242 14,278 Closing balance as of December 31, 2025 129,047 60,304 8,389 19,087 216,827 Included in current - 9,046 3,979 - 13,025 Included in long-term 129,047 51,258 4,410 19,087 203,802 Unamortized fees ( 951 ) - - ( 23 ) ( 974 ) Due within 2 years - 12,061 2,518 - 14,579 Due within 3 years - 18,091 1,530 19,110 38,731 Due within 4 years 129,998 21,106 362 - 151,466 Due within 5 years $ - $ - $ - $ - $ - Interest rates as of December 31, 2025 (%): 10.00 9.90 11.00 10.15 Base rate (%) 6.75 6.75 10.25 10.25 Margin (%) 3.25 3.15 0.75 ( 0.10 ) (2) (3) (4) (5) Interest rates as of June 30, 2025 (%): 10.54 10.44 11.50 11.70 Base rate (%) 7.29 7.29 10.75 10.75 Margin (%) 3.25 3.15 0.75 0.95 Footnote number (2) (3) (4) (6)

(1) Represents the effects of the fluctuations between the ZAR and the U.S. dollar. (2) Interest on Facility A and Facility B is based on the JIBAR in effect from time to time plus an initial margin of 3.25 % per annum until June 30, 2025. From July 1, 2025, the margin on Facility A is determined with reference to the Net Debt to EBITDA Ratio, and the margin will be either (i) 3.25 %, if the Net Debt to EBITDA Ratio is greater than or equal to 2.5 times; or (ii) 2.5 %, if the Net Debt to EBITDA Ratio is less than 2.5 times. (3) Interest on Facility B is calculated based on JIBAR from time to time plus an initial margin of 3.15 % per annum until June 30, 2025. From July 1, 2025, the margin on Facility B is determined with reference to the Net Debt to EBITDA Ratio, and the margin will be either (i) 3.15 %, if the Net Debt to EBITDA Ratio is greater than or equal to 2.5 times; or (ii) 2.4 %, if the Net Debt to EBITDA Ratio is less than 2.5 times. (4) Interest is charged at prime plus 0.75 % per annum on the utilized balance. (5) Interest is charged at prime less 0.10% per annum on the utilized balance. (6) Interest is charged at prime plus 0.95 % per annum on the utilized balance. Interest expense incurred under the Company’s South African long-term borrowings and included in the caption interest expense on the condensed consolidated statement of operations during the three months ended December 31, 2025 and 2024, was $ 3.7 million and $ 4.2 million, respectively. Prepaid facility fees amortized included in interest expense during the three months ended December 31, 2025 and 2024, respectively, were $ 0.1 million and $ 0.1 million, respectively. Interest expense incurred under the Company’s South African long-term borrowings and included in the caption interest expense on the condensed consolidated statement of operations during the six months ended December 31, 2025 and 2024, was $ 7.5 million and $ 4.2 million, respectively. Prepaid facility fees amortized included in interest expense during the six months ended December 31, 2025 and 2024, respectively, were $ 0.2 million and $ 0.1 million, respectively.

Borrowings (continued) Movement in long-term borrowings (continued) Interest expense incurred under the Company’s South African long-term borrowings to fund its Consumer lending book (for the three months ended December 31, 2025) and interest incurred under the Company’s CCC and K2020 facilities relates to borrowings utilized to fund a portion of the Company’s merchant finance loans receivable were $ 1.8 million and $ 0.4 million, respectively, and is included in the caption cost of goods sold, IT processing, servicing and support on the condensed consolidated statement of operations for the three months ended December 31, 2025 and 2024.

Interest expense incurred under the Company’s South African long-term borrowings to fund its Consumer lending book (for the six months ended December 31, 2025) and interest incurred under the Company’s CCC and K2020 facilities relates to borrowings utilized to fund a portion of the Company’s merchant finance loans receivable were $ 3.3 million and $ 0.4 million, respectively, and is included in the caption cost of goods sold, IT processing, servicing and support on the condensed consolidated statement of operations for the six months ended December 31, 2025 and 2024. The Company cancelled Adumo’s long-term borrowings arrangements on October 1, 2024, and settled Adumo’s outstanding balances of ZAR 126.7 million ($ 7.2 million) on the same day. The repayment is included in the caption repayment of long-term borrowings included on the Company’s unaudited condensed consolidated statements of cash flows for the three and six months ended December 31, 2024.

Other payables Summarized below is the breakdown of other payables as of December 31, 2025, and June 30, 2025:

December 31, June 30, 2025 2025 Vendor wallet balances $ 25,949 $ 19,529 Accruals 14,280 8,469 Provisions 7,309 8,497 Clearing accounts 12,404 6,766 Value -added tax payable (A) 8,428 6,347 Deferred consideration due to seller of Recharger 14,815 13,837 Payroll-related payables 2,233 1,931 Other 7,083 10,659 $ 92,501 $ 76,035

(A) Value-added tax payable and the total of Other payables have each increased by $ 4.0 million as a result of the correction discussed in Note 1. Other includes deferred income, client deposits and other payables.

In December 2025, the Company determined that the liquidation of CPS is at an advanced stage and released an accrual raised at the time of deconsolidation. The release has been included in the caption “Other income” in the consolidated statement of operations for the three and six months ended December 31, 2025.

Capital structure Impact of non-vested equity shares on number of shares, net of treasury The following table presents a reconciliation between the number of shares, net of treasury, presented in the unaudited condensed consolidated statement of changes in equity during the six months ended December 31, 2025 and 2024, respectively, and the number of shares, net of treasury, excluding non-vested equity shares that have not vested as of December 31, 2025 and 2024, respectively:

December 31, December 31, 2025 2024 Number of shares, net of treasury: Statement of changes in equity 81,524,175 80,203,148 Less: Non-vested equity shares that have not vested as of end of period 2,500,483 2,902,303 Number of shares, net of treasury, excluding non-vested equity shares that have not vested 79,023,692 77,300,845

Accumulated other comprehensive loss The table below presents the change in accumulated other comprehensive loss per component during the three months ended December 31, 2025:

Three months ended December 31, 2025 Accumulated foreign currency translation reserve Total Balance as of October 1, 2025 $ ( 178,543 ) $ ( 178,543 ) Movement in foreign currency translation reserve related to disposal of subsidiary ( 22 ) ( 22 ) Movement in foreign currency translation reserve 10,257 10,257 Balance as of December 31, 2025 $ ( 168,308 ) $ ( 168,308 )

The table below presents the change in accumulated other comprehensive loss per component during the three months ended December 31, 2024:

Three months ended December 31, 2024 Accumulated foreign currency translation reserve Total Balance as of October 1, 2024 (A) $ ( 177,868 ) $ ( 177,868 ) Movement in foreign currency translation reserve related to liquidation of subsidiaries 6 6 Movement in foreign currency translation reserve (A) ( 21,858 ) ( 21,858 ) Balance as of December 31, 2024 (A) $ ( 199,720 ) $ ( 199,720 )

(A) Accumulated other comprehensive loss and Total as of October 1, 2024, have each increased by $ 0.04 million as a result of the correction discussed in Note 1. Accumulated other comprehensive loss and Total for the three months ended December 31, 2024, have each decreased by $ - 0.3 million as a result of the correction discussed in Note 1 to the amount included in the caption Movement in foreign currency translation reserve. Accumulated other comprehensive loss and Total as of December 31, 2024, have each decreased by $ - 0.3 million as a result of the correction discussed in Note 1. The table below presents the change in accumulated other comprehensive loss per component during the six months ended December 31, 2025:

Six months ended December 31, 2025 Accumulated foreign currency translation reserve Total Balance as of July 1, 2025 (A) $ ( 185,626 ) $ ( 185,626 ) Release of foreign currency translation reserve related to liquidation of equity -accounted investment 550 550 Release of foreign currency translation reserve related to liquidation of subsidiaries ( 22 ) ( 22 ) Movement in foreign currency translation reserve (A) 16,790 16,790 Balance as of December 31, 2025 (A) $ ( 168,308 ) $ ( 168,308 )

(A) Accumulated other comprehensive loss and Total as of July 1, 2025, have each decreased by $ 0.04 million as a result of the correction discussed in Note 1. Accumulated other comprehensive loss and Total for the six months ended December 31, 2025, have each increased by $ 0.1 million as a result of the correction, as discussed in Note 1, to the amount included in the caption Movement in foreign currency translation reserve for the three months ended September 30, 2025. Accumulated other comprehensive loss and T otal as of December 31, 2025, have each increased by $ 0.1 million as a result of the correction discussed in Note 1.

Accumulated other comprehensive loss (continued) The table below presents the change in accumulated other comprehensive loss per component during the six months ended December 31, 2024:

a Six months ended December 31, 2024 Accumulated foreign currency translation reserve Total Balance as of July 1, 2024 (A) $ ( 188,227 ) $ ( 188,227 ) Movement in foreign currency translation reserve related to liquidation of subsidiaries 6 6 Movement in foreign currency translation reserve related to equity-accounted investment (A) ( 11,499 ) ( 11,499 ) Balance as of December 31, 2024 (A) $ ( 199,720 ) $ ( 199,720 )

(A) Accumulated other comprehensive loss and Total as of July 1, 2024, have each decreased by $ 0.1 million as a result of the correction discussed in Note 1. Accumulated other comprehensive loss and Total for the six months ended December 31, 2024, have each decreased by $ - 0.1 million as a result of the correction discussed in Note 1 to the amount included in the caption Movement in foreign currency translation reserve. Accumulated other comprehensive loss and Total as of December 31, 2024, have each decreased by $ 0.01 million as a result of the correction discussed in Note 1. The movement in the foreign currency translation reserve represents the impact of translation of consolidated entities which have a functional currency (which is primarily ZAR) to the Company’s reporting currency, which is USD. During the six months ended December 31, 2025, the Company reclassified losses of $ 0.6 million from accumulated other comprehensive loss (accumulated foreign currency translation reserve) to net loss related to the impairment on liquidation of an equity-accounted investment. During each of the three and six months ended December 31, 2025, the Company reclassified a loss of $ 0.02 million, respectively, from accumulated other comprehensive loss (accumulated foreign currency translation reserve) to net loss related to the disposal of a subsidiary. During each of the three and six months ended December 31, 2024, the Company reclassified a loss of $ 0.006 million, respectively, from accumulated other comprehensive loss (accumulated foreign currency translation reserve) t o net loss related to the liquidation of subsidiaries.

Stock-based compensation The Company’s Amended and Restated 2022 Stock Incentive Plan (“20 22 Plan”) and the vesting terms of certain stock-based awards granted are described in Note 17 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2025. On September 2, 2025, the Company’s Board resolved to request the approval of the Company’s shareholders to increase the number of shares available for issuance under the 2022 Plan by 3,000,000 . On December 8, 2025, the Company’s shareholders approved the amendment. Stock option and restricted stock activity Options The following table summarizes stock option activity for the six months ended December 31, 2025 and 2024:

Number of shares Weighted average exercise price ($) Weighted average remaining contractual term (in years) Aggregate intrinsic value ($'000) Weighted average grant date fair value ($) Outstanding - June 30, 2025 5,866,904 8.71 3.55 703 1.20 Outstanding - December 31, 2025 5,866,904 8.71 3.03 883 1.20 Outstanding - June 30, 2024 4,918,248 8.70 4.51 889 1.77 Granted – December 2023 350,000 6.00 - 433 1.24 Granted – November 2020 250,000 8.00 - 177 0.71 Exercised ( 17,014 ) 3.02 - 38 - Forfeited ( 13,333 ) 11.23 - - 8.83 Outstanding - December 31, 2024 5,487,901 8.48 4.04 1,418 1.76

No stock options were awarded during the three and six months ended December 31, 2025. The Company awarded 600,000 stock options to an executive officer during the three and six months ended December 31, 2024, with strike prices ranging from $ 6 to $ 8 . The 600,000 stock options will vest on December 31, 2026, and vesting is subject to the executive officer’s continued employment with the Company through to the vesting date. The 600,000 stock options expire on January 31, 2029. No stock options were exercised or forfeited during the three and six months ended December 31, 2025. During each of the three and six months ended December 31, 2024, the Company received $ 0.05 million from the exercise of 17,014 stock options, respectively. Employees forfeited an aggregate of 13,333 stock options during each of the three and six months ended December 31, 2024.

The fair value of each option is estimated on the date of grant using the Cox Ross Rubinstein binomial model that uses the assumptions noted in the following table. The estimated expected volatility is calculated based on the Company’s 730 -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.

Stock-based compensation (continued) Stock option and restricted stock activity (continued) Options (continued) The table below presents the range of assumptions used to value stock options granted during the six months ended December 31, 2024:

Six months ended December 31, 2024 Expected volatility 42 % Expected dividends 0 % Expected life (in years) 2 Risk-free rate 4.3 %

The following table presents stock options vested and expected to vest as of December 31, 2025:

Number of shares Weighted average exercise price ($) Weighted average remaining contractual term (in years) Aggregate intrinsic value ($’000) Vested and expecting to vest - December 31, 2025 5,866,904 8.71 3.03 883

These options have an exercise price range of $ 3.01 to $ 14.00 . The following table presents stock options that are exercisable as of December 31, 2025:

Number of shares Weighted average exercise price ($) Weighted average remaining contractual term (in years) Aggregate intrinsic value ($’000) Exercisable - December 31, 2025 869,570 3.98 3.47 888

No stock options became exercisable during each of the three and six months ended December 31, 2025 and 2024. The Company issues new shares to satisfy stock option exercises.

Stock-based compensation (continued) Stock option and restricted stock activity (continued) Restricted stock The following table summarizes restricted stock activity for the six months ended December 31, 2025 and 2024:

Number of shares of restricted stock Weighted average grant date fair value ($’000) Non-vested – June 30, 2025 2,169,900 7,833 Total granted 829,095 3,175 Granted – July 2025 3,772 17 Granted – August 2025 5,323 25 Granted – September 2025 200,000 922 Granted – October 2025 215,000 905 Granted – November 2025 160,000 708 Granted – November 2025, with performance conditions 245,000 598 Total vested ( 217,179 ) 850 Vested – August 2025 ( 10,933 ) 50 Vested – October 2025 ( 33,333 ) 139 Vested – November 2025 ( 120,434 ) 465 Vested – December 2025 ( 52,479 ) 196 Forfeitures ( 281,333 ) 1,060 Forfeitures ( 23,465 ) 98 Forfeitures December 2022 award with market conditions ( 257,868 ) 962 Non-vested – December 31, 2025 2,500,483 10,035 Non-vested – June 30, 2024 2,084,946 8,736 Total Granted 1,331,110 4,850 Granted – August 2024 32,800 154 Granted – October 2024 100,000 490 Granted – November 2024, with performance conditions 1,198,310 4,206 Total vested ( 473,432 ) 2,469 Vested – July 2024 ( 78,801 ) 394 Vested – November 2024 ( 213,687 ) 1,134 Vested – November 2024, with performance conditions ( 103,638 ) 524 Vested – December 2024 ( 77,306 ) 417 Forfeitures ( 40,321 ) 216 Non-vested – December 31, 2024 2,902,303 11,348

Stock-based compensation (continued) Stock option and restricted stock activity (continued) Restricted stock (continued) Grants In July, August, September, October and November 2025, respectively, the Company granted 3,772 ; 5,323 ; 200,000 ; 215,000 and 160,000 shares of restricted stock to employees which have time-based vesting conditions and which are subject to the employees’ continued employment with the Company through the applicable vesting dates.

In November 2025, the Company awarded 245,000 shares of restricted stock to a group comprising employees and which are subject to a time-based vesting condition and a market condition and vest in full only on the date, if any, that the following conditions are satisfied: (1) a compounded annual 15 % appreciation in the Company’s stock price off a base price of $ 4.31 over the measurement period commencing on November 1, 2025 through October 31, 2028, and (2) the recipient is employed by the Company on a full-time basis through to October 31, 2028. If either of these conditions is not satisfied, then none of the shares of restricted stock will vest and they will be forfeited. The Company’s closing price on October 31, 2025, was $ 4.30 . The appreciation levels (times and price) and annual target percentages to earn the awards as of each period ended are as follows: ● Prior to the first anniversary of the grant date: 0 %; ● Fiscal 2027, the Company’s 30-day volume weighted-average stock price (“VWAP”) before October 31, 2026 is approximately 1.15 times higher (i.e. $ 4.96 or higher) than $ 4.31 : 33 %; ● Fiscal 2028, the Company’s VWAP before October 31, 2027 is 1.32 times higher (i.e. $ 5.70 or higher) than $ 4.31 : 67 %; ● Fiscal 2029, the Company’s VWAP before October 31, 2028 is 1.52 times higher (i.e. $ 6.55 ) than $ 4.31 : 100 %. 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 41.2 % for the closing price (of $ 4.35 ), a discounting based on U.S. dollar overnight indexed swap rates for the grant date, and no future dividends. The equally weighted volatility was extracted from the time series for closing prices as the standard deviation of log prices for the three years preceding the grant date. In August 2024 and October 2024, respectively, the Company granted 32,800 and 100,000 shares of restricted stock to employees which have time -based vesting conditions and which are subject to the employees continued employment with the Company through the applicable vesting dates. In November 2024, the Company awarded 1,198,310 shares of restricted stock to a group comprising employees and which are subject to a time-based vesting condition and a market condition and vest in full only on the date, if any, that the specified conditions are satisfied. The Company has agreed to grant an advisor 5,500 shares per month in lieu of cash for ad hoc consulting services provided to the Company. The Company and the advisor have agreed that the Company will issue the shares to the advisor, in arrears, on a quarterly basis. During the three and six months ended December 31, 2025, the Company recorded a stock-based compensation charge of $ 0.1 million and $ 0.1 million, respectively, and included the issuance of 11,000 and 27,500 shares of common stock in its issued and outstanding share count. Vesting In August, October, November and December 2025, an aggregate of 217,179 shares of restricted stock granted to employees vested. Certain employees elected for 70,133 shares to be withheld to satisfy the withholding tax liability on the vesting of their shares. These 70,133 shares have been included in the Company’s treasury shares. In July 2024, 78,801 shares of restricted stock granted to our former Group CEO, vested. In November and December 2024, an aggregate of 290,993 shares of restricted stock granted to employees vested. Certain employees elected for 132,147 shares to be withheld to satisfy the withholding tax liability on the vesting of their shares. These 132,147 shares have been included in the Company’s treasury shares. In November 2024, 103,638 shares of restricted stock with performance conditions (share price targets) vested following the achievement of the agreed performance condition.

Stock-based compensation (continued) Restricted stock (continued)

Forfeitures During the three and six months ended December 31, 2025, respectively, employees forfeited 12,672 and 23,465 shares of restricted stock following their termination of employment with the Company. During each of the three and six months ended December 31, 2025, 257,868 shares of restricted stock were forfeited by executive officers (including a former Group CEO) as the market condition (related to share price performance) were not achieved. During the three and six months ended December 31, 2024, respectively, employees forfeited 37,221 and 40,321 shares of restricted stock following their termination of employment with the Company or the failure to achieved agreed performance conditions ( 29,121 shares were forfeited following the failure to achieved agreed share performance targets). Stock-based compensation charge and unrecognized compensation cost The Company recorded a stock-based compensation charge, net, during the three months ended December 31, 2025 and 2024, of $ 1.9 million and $ 2.6 million, respectively, which comprised:

Total charge Allocated to cost of goods sold, IT processing, servicing and support Allocated to selling, general and administration Three months ended December 31, 2025 Stock-based compensation charge $ 1,829 $ - $ 1,829 Stock compensation charge related to ESOP 167 - 167 Reversal of stock compensation charge related to restricted stock forfeited ( 51 ) - ( 51 ) Total - three months ended December 31, 2025 $ 1,945 $ - $ 1,945 Three months ended December 31, 2024 Stock-based compensation charge $ 2,655 $ - $ 2,655 Reversal of stock compensation charge related to restricted stock forfeited ( 11 ) - ( 11 ) Total - three months ended December 31, 2024 $ 2,644 $ - $ 2,644

The Company recorded a stock-based compensation charge, net, during the six months ended December 31, 2025 and 2024, of $ 3.8 million and $ 5.0 million respectively, which comprised:

a Total charge Allocated to cost of goods sold, IT processing, servicing and support Allocated to selling, general and administration Six months ended December 31, 2025 Stock-based compensation charge $ 3,541 $ - $ 3,541 Stock compensation charge related to ESOP 328 - 328 Reversal of stock compensation charge related to restricted stock forfeited ( 63 ) - ( 63 ) Total - six months ended December 31, 2025 $ 3,806 $ - $ 3,806 Six months ended December 31, 2024 Stock-based compensation charge $ 5,032 $ - $ 5,032 Reversal of stock compensation charge related to restricted stock forfeited ( 11 ) - ( 11 ) Total - six months ended December 31, 2024 $ 5,021 $ - $ 5,021

The stock-based compensation charges have been allocated to selling, general and administration based on the allocation of the cash compensation paid to the relevant employees.

Stock-based compensation (continued) As of December 31, 2025, the total unrecognized compensation cost related to stock options was $ 4.2 million, which the Company expects to recognize over two years . As of December 31, 2025, the total unrecognized compensation cost related to restricted stock awards was $ 4.9 million, which the Company expects to recognize over two years . During the three months ended December 31, 2025 and 2024, the Company recorded a deferred tax benefit of $ 0.2 million and $ 0.5 million, respectively, related to the stock-based compensation charge recognized related to employees of Lesaka. During the six months ended December 31, 2025 and 2024, the Company recorded a deferred tax benefit of $ 0.4 million and $ 0.8 million, respectively, related to the stock-based compensation charge recognized related to employees of Lesaka. During these periods the Company recorded a valuation allowance related to the full deferred tax benefit recognized because it does not believe that the stock- based compensation deduction would be utilized as it does not anticipate generating sufficient taxable income in the United States. The Company deducts the difference between the market value on the date of exercise by the option recipient and the exercise price from income subject to taxation in the United States.
Earnings (Loss) per share The Company has issued redeemable common stock 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 common stock, or adjustments to the carrying value of the redeemable common stock during the three months ended December 31, 2025 and 2024. Accordingly, the two- class method presented below does not include the impact of any redemption. The Company’s redeemable common stock is described in Note 14 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2025. Basic earnings (loss) per share includes shares of restricted stock that meet the definition of a participating security because these shares are eligible to receive non -forfeitable dividend equivalents at the same rate as common stock. Basic earnings (loss) per share has been calculated using the two-class method and basic earnings (loss) per share for the three months ended December 31, 2025 and 2024, reflects only undistributed earnings. The computation below of basic earnings (loss) per share excludes the net loss attributable to shares of unvested restricted stock (participating non-vested restricted stock) from the numerator and excludes the dilutive impact of these unvested shares of restricted stock from the denominator. Diluted earnings (loss) per share has been calculated to give effect to the number of shares of additional common stock that would have been outstanding if the potential dilutive instruments had been issued in each period. Stock options are included in the calculation of diluted earnings (loss) per share utilizing the treasury stock method and are not considered to be participating securities, as the stock options do not contain non-forfeitable dividend rights. The Company has excluded employee stock options to purchase 257,445 shares of common stock from the calculation of diluted loss per share during the three months ended December 31, 2024 because the effect would be antidilutive. The Company has excluded employee stock options to purchase 138,158 and 338,725 shares of common stock from the calculation of diluted loss per share during the six months ended December 31, 2025 and 2024 because the effect would be antidilutive. The calculation of diluted earnings (loss) per share includes the dilutive effect of a portion of the restricted stock granted to employees as these shares of restricted stock are considered contingently returnable shares for the purposes of the diluted earnings (loss) per share calculation and the vesting conditions in respect of a portion of the restricted stock had been satisfied. The vesting conditions for all awards made are discussed in Note 17 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2025.

Earnings (Loss) per share (continued) The following table presents net loss attributable to Lesaka and the share data used in the basic and diluted loss per share computations using the two-class method:

Three months ended Six months ended December 31, December 31, 2025 2024 2025 2024 (in thousands except (in thousands except percent and percent and per share data) per share data) Numerator: Net income (loss) attributable to Lesaka (A) $ 3,645 $ ( 32,456 ) $ ( 1,013 ) $ ( 37,306 ) Undistributed earnings (loss) (A) 3,645 ( 32,456 ) ( 1,013 ) ( 37,306 ) Percent allocated to common shareholders (Calculation 1) 97 % 97 % 97 % 97 % Numerator for earnings (loss) per share: basic and diluted $ 3,524 $ ( 31,345 ) $ ( 983 ) $ ( 36,038 ) Denominator Denominator for basic earnings (loss) per share: Weighted-average common shares outstanding 79,002 77,024 79,048 69,589 Effect of dilutive securities: Related to acquisitions 999 - - - Stock options 118 - - - Denominator for diluted earnings (loss) per share: adjusted weighted average common shares outstanding and assuming conversion 80,119 77,024 79,048 69,589 Earnings (Loss) per share: Basic (A) $ 0.04 $ ( 0.40 ) $ ( 0.01 ) $ ( 0.52 ) Diluted (A) $ 0.04 $ ( 0.40 ) $ ( 0.01 ) $ ( 0.52 ) (Calculation 1) Basic weighted-average common shares outstanding (A) 79,002 77,024 79,048 69,589 Basic weighted-average common shares outstanding and unvested restricted shares expected to vest (B) 81,719 79,753 81,435 72,037 Percent allocated to common shareholders (A) / (B) 97 % 97 % 97 % 97 %

(A) Net income (loss) attributable to Lesaka and Undistributed earnings (loss) for the three and six months ended December 31, 2024, have decreased by $ 0.3 million and $ 0.6 million, respectively, as a result of the correction discussed in Note 1. Net income (loss) attributable to Lesaka and Undistributed earnings (loss) for the six months ended December 31, 2025, has decreased by $ 0.4 million, as a result of the correction, as discussed in Note 1, to the amount included in the captions Net income (loss) attributable to Lesaka and Undistributed earnings (loss) for the three months ended September 30, 2025. The correction of the error did not impact Basic and Diluted loss per share for the three months ended December 31, 2024, or the six months ended December 31, 2025. Basic and Diluted loss per share for the six months ended December 31, 2024, each decreased by $ 0.01 (one U.S. cent). Options to purchase 6,493,683 shares of the Company’s common stock at prices ranging from $ 4.87 to $ 14.00 per share were outstanding during the three and six months ended December 31, 2025, but were not included in the computation of diluted earnings (loss) per share because the options’ exercise price was greater than the average market price of the Company’s common stock. Options to purchase 4,743,500 shares of the Company’s common stock at prices ranging from $ 6.00 to $ 14.00 per share were outstanding during the three and six months ended December 31, 2024, but were not included in the computation of diluted (loss) per share because the options’ exercise price was greater than the average market price of the Company’s common stock. The options, which expire at v arious dates through February 3, 2032, were still outstanding as of December 31, 2025.

Supplemental cash flow information

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

Three months ended Six months ended December 31, December 31, 2025 2024 2025 2024 Cash received from interest $ 502 $ 716 $ 1,036 $ 1,297 Cash paid for interest $ 5,928 $ 4,242 $ 11,929 $ 7,513 Cash paid (refund) for income taxes $ 4,428 $ 3,253 $ 5,138 $ 3,208

Disaggregation of cash, cash equivalents and restricted cash Cash, cash equivalents and restricted cash included on the Company’s unaudited condensed consolidated statement of cash flows includes restricted cash related to cash withdrawn from the Company’s debt facilities to fund ATMs. This facility was cancelled in November 2024. The Company was only permitted to use this cash to fund ATMs and this cash was considered restricted as to use and therefore was classified as restricted cash. Cash, cash equivalents and restricted cash also includes cash in certain bank accounts that has been ceded to Nedbank. As this cash has been pledged and ceded it may not be drawn and is considered restricted as to use and therefore is classified as restricted cash as well. The following table presents the disaggregation of cash, cash equivalents and restricted cash as of December 31, 2025 and 2024, and June 30, 2025:

December 31, 2025 December 31, 2024 June 30, 2025 Cash and cash equivalents $ 69,474 $ 60,625 $ 76,520 Restricted cash 127 112 119 Cash, cash equivalents and restricted cash $ 69,601 $ 60,737 $ 76,639

Leases

The following table presents supplemental cash flow disclosure related to leases for the three and six months ended December 31, 2025 and 2024:

Three months ended Six months ended December 31, December 31, 2025 2024 2025 2024 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 1,464 $ 1,212 $ 2,826 $ 2,216 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 3,187 $ 708 $ 4,223 $ 1,218

Revenue recognition Disaggregation of revenue The following table presents the Company’s revenue disaggregated by major revenue streams, including a reconciliation to reportable segments for the three months ended December 31, 2025:

Merchant Consumer Enterprise Total Processing fees $ 37,551 $ 10,007 $ 11,854 $ 59,412 South Africa 35,252 10,007 11,854 57,113 Rest of Africa 2,299 - - 2,299 Technology products 8,639 81 847 9,567 South Africa 8,553 81 847 9,481 Rest of Africa 86 - - 86 Prepaid airtime sold 82,023 46 1,648 83,717 South Africa 73,694 46 1,648 75,388 Rest of Africa 8,329 - - 8,329 Lending revenue - 7,169 - 7,169 Interest from customers 2,104 5,323 - 7,427 Insurance revenue - 7,943 - 7,943 Account holder fees - 2,270 - 2,270 Other 825 279 125 1,229 South Africa 647 279 125 1,051 Rest of Africa 178 - - 178 Total revenue, derived from the following geographic locations 131,142 33,118 14,474 178,734 South Africa 120,250 33,118 14,474 167,842 Rest of Africa $ 10,892 $ - $ - $ 10,892

The following table presents the Company’s revenue disaggregated by major revenue streams, including a reconciliation to reportable segments for the three months ended December 31, 2024:

Merchant Consumer Enterprise Total Processing fees $ 35,794 $ 7,862 $ 5,825 $ 49,481 South Africa 33,931 7,862 5,825 47,618 Rest of Africa 1,863 - - 1,863 Technology products 8,121 65 1,187 9,373 South Africa 8,057 65 1,187 9,309 Rest of Africa 64 - - 64 Prepaid airtime sold 98,188 23 1,660 99,871 South Africa 91,409 23 1,660 93,092 Rest of Africa 6,779 - - 6,779 Lending revenue - 7,376 - 7,376 Interest from customers 1,610 120 - 1,730 Insurance revenue - 4,868 - 4,868 Account holder fees - 1,765 - 1,765 Other 902 850 - 1,752 South Africa 845 850 - 1,695 Rest of Africa 57 - - 57 Total revenue, derived from the following geographic locations 144,615 22,929 8,672 176,216 South Africa 135,852 22,929 8,672 167,453 Rest of Africa $ 8,763 $ - $ - $ 8,763

Revenue recognition (continued) Disaggregation of revenue (continued) The following table presents the Company’s revenue disaggregated by major revenue streams, including a reconciliation to reportable segments for the six months ended December 31, 2025:

Merchant Consumer Enterprise Total Processing fees $ 72,014 $ 19,423 $ 23,601 $ 115,038 South Africa 67,866 19,423 23,601 110,890 Rest of Africa 4,148 - - 4,148 Technology products 15,160 165 1,817 17,142 South Africa 15,013 165 1,817 16,995 Rest of Africa 147 - - 147 Prepaid airtime sold 164,076 83 3,327 167,486 South Africa 148,031 83 3,327 151,441 Rest of Africa 16,045 - - 16,045 Lending revenue - 14,023 - 14,023 Interest from customers 4,391 10,237 - 14,628 Insurance revenue - 14,815 - 14,815 Account holder fees - 4,418 - 4,418 Other 1,814 530 288 2,632 South Africa 1,491 530 288 2,309 Rest of Africa 323 - - 323 Total revenue, derived from the following geographic locations 257,455 63,694 29,033 350,182 South Africa 236,792 63,694 29,033 329,519 Rest of Africa $ 20,663 $ - $ - $ 20,663

Revenue recognition (continued) Disaggregation of revenue (continued) The following table presents the Company’s revenue disaggregated by major revenue streams, including a reconciliation to reportable segments for the six months ended December 31, 2024:

Merchant Consumer Enterprise Total Processing fees $ 60,164 $ 15,392 $ 12,338 $ 87,894 South Africa 56,499 15,392 12,338 84,229 Rest of Africa 3,665 - - 3,665 Technology products 9,966 67 2,478 12,511 South Africa 9,829 67 2,478 12,374 Rest of Africa 137 - - 137 Prepaid airtime sold 192,063 40 3,238 195,341 South Africa 179,404 40 3,238 182,682 Rest of Africa 12,659 - - 12,659 Lending revenue - 14,332 - 14,332 Interest from customers 3,286 120 - 3,406 Insurance revenue - 9,208 - 9,208 Account holder fees - 3,464 - 3,464 Other 2,199 1,378 51 3,628 South Africa 2,085 1,378 51 3,514 Rest of Africa 114 - - 114 Total revenue, derived from the following geographic locations 267,678 44,001 18,105 329,784 South Africa 251,103 44,001 18,105 313,209 Rest of Africa $ 16,575 $ - $ - $ 16,575

Leases The Company has entered into leasing arrangements classified as operating leases under accounting guidance. These leasing arrangements relate to the lease of its corporate head office and sales and administration offices of its Merchant, Consumer and Enterprise businesses. The Company’s operating leases have remaining lease terms of between one and five years . The Company also operates parts of its consumer business from locations which it leases for a period of less than one year . The Company’s operating lease expense during the three months ended December 31, 2025 and 2024 was $ 1.5 million and $ 1.2 million, respectively. The Company’s operating lease expense during the six months ended December 31, 2025 and 2024 was $ 2.8 million and $ 2.2 million, respectively. The Company has also entered into short-term leasing arrangements, primarily for the lease of branch locations and other locations, to operate its consumer business in South Africa. The Company’s short-term lease expense during the three months ended December 31, 2025 and 2024, was $ 0.4 million and $ 1.2 million, respectively. The Company’s short-term lease expense during the six months ended December 31, 2025 and 2024, was $ 0.9 million and $ 2.3 million, respectively. In December 2025, the Company, through Lesaka SA, entered into a leasing arrangement for a new corporate head office in Rosebank, Gauteng, South Africa with Oxford Parks Proprietary Limited, a limited liability private company incorporated in South Africa. The lease commences on July 1, 2026 and is for a period of 10 years with two renewal options of five years each. The Company has secured beneficial occupation from April 1, 2026, and is required to deliver a bank guarantee or cash of $ 0.4 million (ZAR 7.0 million, translated at exchange rates applicable as of December 31, 2025). The Company expects to pay an annual basic lease expense of $ 1.5 million (ZAR 25.1 million, translated at exchange rates applicable as of December 31, 2025), which increases by 6.25 % per annum.

The following table presents supplemental balance sheet disclosure related to the Company’s right-of-use assets and its operating lease liabilities as of December 31, 2025 and June 30, 2025:

December 31, June 30, 2025 2025 Right of use assets obtained in exchange for lease obligations: Weighted average remaining lease term (years) 3.0 2.8 Weighted average discount rate (percent) 8.5 9.8

The maturities of the Company’s operating lease liabilities as of December 31, 2025, are presented below:

Maturities of operating lease liabilities Year ended June 30, 2026 (excluding six months to December 31, 2025) $ 3,214 2027 5,011 2028 3,262 2029 1,899 2030 1,207 Thereafter 188 Total undiscounted operating lease liabilities 14,781 Less imputed interest 1,961 Total operating lease liabilities, included in 12,820 Operating lease liability - current 5,015 Operating lease liability - long-term $ 7,805

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. A description of the Company’s operating segments is contained in Note 21 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2025.

Operating segments (continued) Operating segments (continued) The Company’s chief operating decision maker (“CODM”) is the Company’s Executive Chairman. The Company currently has three reportable segments: Merchant, Consumer and Enterprise. The CODM analyzes the Company’s operating performance primarily based on these three operational lines, namely, (i) Merchant, which focuses on both formal and informal sector merchants. Formal sector merchants are generally in urban areas, have higher revenues and have access to multiple service providers. Informal sector merchants, which are often sole proprietors and usually have lower revenues compared with formal section merchants, operate in rural areas or in informal urban areas and do not always have access to a full-suite of traditional banking products; (ii) Consumer, which primarily focuses on individuals who have historically been excluded from traditional financial services and to whom we offer transactional accounts (banking), insurance, lending (short-term loans), payments solutions (digital wallet) and various value-added services; and (iii) Enterprise, which comprises large-scale corporate and government organizations, including but not limited to banks, mobile network operators (“MNOs”) and municipalities, and, through Recharger, landlords utilizing Recharger’s prepaid electricity metering solution. Types of products and services from which each segment derives its revenues The Merchant segment includes revenue generated from the sale of Alternative Digital Products (“ADP”) (select prepaid solutions, supplier-enabled payments, international money transfer and other) and card-acquiring services to informal sector merchants. It also includes activities related to the provision of goods and services provided to corporate and other juristic entities. The Company earns fees from processing activities performed (including card acquiring and the provision of a payment gateway services) for its customers, and rental and license fees from the provision of point of sales (“POS”) hardware and software to the hospitality industry. The Company also provides cash management and payment services to merchant customers through a digital vault which is located at the customer’s premises and through which the Company is able to provide the services which generate processing fee revenue. The Merchant segment includes interest earned from the provision of loans to its customers, refer to Note 16. The Consumer segment includes activities related to the provision of financial services to customers, including a bank account, loans and insurance products. The Company charges monthly administration fees for all bank accounts. Customers that have a bank account managed by the Company are issued cards that can be utilized to withdraw funds at an ATM or to transact at a merchant POS. 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 June 30, 2023) or POS. The Company provides short-term loans to customers in South Africa for which it earns initiation and monthly service fees, and interest revenue from the second quarter of fiscal 2025, refer to Note 16. The Company writes life insurance contracts, primarily funeral-benefit policies, and policy holders pay the Company a monthly insurance premium. The Company also earns fees from the provision of physical and digital prepaid and secure payout solutions for South African businesses. The Enterprise segment provides its business and government-related customers with transaction processing services that involve the collection, transmittal and retrieval of transaction data. The Company offers landlords access to Recharger’s prepaid electricity metering solution through which Enterprise earns commission revenue from prepaid electricity voucher sales to tenants recharging prepaid meters. This segment also includes sales of hardware and licenses to customers. Hardware includes the sale of POS devices, SIM cards and other consumables which can occur on an ad hoc basis. Licenses include the right to use certain technology developed by the Company.

Operating segments (continued) Segment measure of profit or loss The Company evaluates segment performance based on segment earnings before interest, tax, depreciation and amortization (“EBITDA”), adjusted for items mentioned in the sentences below (“Segment Adjusted EBITDA”), the Company’s reportable segments’ measure of profit or loss. The Company obtained a general lending facility in February 2025, which has been partially used to fund a portion of its Consumer lending during the three and six months ended December 31, 2025, and interest related to these borrowings have been allocated to Consumer. The Company also included an intercompany interest expense in its Consumer Segment Adjusted EBITDA for the three and six months ended December 31, 2024. The Company does not allocate once-off items, stock-based compensation charges, depreciation and amortization, impairment of goodwill or other intangible assets, other items (including gains or losses on disposal of investments, fair value adjustments to equity securities), interest income, certain interest expense, income tax expense or loss from equity-accounted investments to its reportable segments. Group costs generally include: employee related costs in relation to employees specifically hired for group roles and related directly to managing the US-listed entity; expenditures related to compliance with the Sarbanes-Oxley Act of 2002; non-employee directors’ fees; legal fees; group and US-listed related audit fees; and directors and officer’s insurance premiums. Once-off items represent non-recurring expense items, including costs related to acquisitions and transactions consummated or ultimately not pursued. Unrealized (loss) gain for currency adjustments represents foreign currency mark-to-market adjustments on certain intercompany accounts. Interest adjustment represents the intercompany interest expense included in the Consumer Segment Adjusted EBITDA during fiscal 2025. The Stock-based compensation adjustments reflect stock-based compensation expense and are excluded from the calculation of Segment Adjusted EBITDA and are therefore reported as reconciling items to reconcile the reportable segments’ Segment Adjusted EBITDA to the Company’s loss before income tax expense. Our CODM does not review the components of segment selling, general and administration expenses and is presented with reports which include revenue, net revenue (a non-GAAP measure) and Segment Adjusted EBITDA.

Operating segments (continued) The table below presents the reconciliation of revenue from external customers to the reportable segment’s revenue, significant expenditures, the Company’s reportable segment’s measure of profit or loss, and certain other segment information for the three months ended December 31, 2025 and 2024, respectively, is as follows:

Three months ended December 31, 2025 Merchant Consumer Enterprise Total Revenue from external customers $ 131,142 $ 33,118 $ 14,474 $ 178,734 Intersegment revenues 777 - 322 1,099 Segment revenue (z) 131,919 33,118 14,796 179,833 Less segment-related expenses: Cost of goods sold, IT processing, servicing and support (y) 101,613 10,533 10,792 122,938 Selling, general and administration (1)(2) 11,422 4,782 1,312 17,516 Segment adjusted EBITDA $ 18,884 $ 17,803 $ 2,692 $ 39,379 (z) includes interest revenue of: $ 2,104 $ 5,323 $ - $ 7,427 (y) includes interest expense of: $ 481 $ 1,295 $ - $ 1,776 Operating segments Merchant Consumer Enterprise Group costs Total Depreciation and amortization $ 3,688 $ 311 $ 88 $ 9,481 $ 13,568 Expenditures for long-lived assets $ 4,148 $ 87 $ 695 $ - $ 4,930 Three months ended December 31, 2024 Merchant Consumer Enterprise Total Revenue from external customers $ 144,615 $ 22,929 $ 8,672 $ 176,216 Intersegment revenues 594 - 261 855 Segment revenue (z) 145,209 22,929 8,933 177,071 Less segment-related expenses: Cost of goods sold, IT processing, servicing and support (y)(A) 104,703 8,373 9,702 122,778 Selling, general and administration (A)(1)(3) 30,417 10,214 ( 738 ) 39,893 Segment adjusted EBITDA (A) $ 10,089 $ 4,342 $ ( 31 ) $ 14,400 (z) includes interest revenue of: $ 1,610 $ 120 $ - $ 1,730 (y) includes interest expense of: $ 374 $ 757 $ - $ 1,131 Operating segments Merchant Consumer Enterprise Group costs Total Depreciation and amortization $ 3,027 $ 235 $ 94 $ 4,867 $ 8,223 Expenditures for long-lived assets $ 5,899 $ 575 $ 272 $ - $ 6,746

(A) Cost of goods sold, IT processing, servicing and support and Selling, general and administration for Merchant and Total for the three months ended December 31, 2024 have each increased by $ 0.17 million and $ 0.06 million, respectively, as a result of the correction discussed in Note 1. Segment Adjusted EBITDA for Merchant and Total for the three months ended December 31, 2024 have each decreased by $ 0.23 million as a result of the correction discussed in Note 1. (1) Selling, general and administration includes human capital-related expenses (including base salary and bonus), IT-related expenses (including software licenses, hardware maintenance, hosting, and communication expenses), professional fees (including audit, legal, consulting and other fees), lease and utilities expenses, the allowance for credit losses and other operating and support expenses. (2) Segment Adjusted EBITDA for the three months ended December 31, 2025, includes retrenchment costs for Merchant of $ 0.2 million (ZAR 3.7 million). (3) Segment Adjusted EBITDA for the three months ended December 31, 2024, includes retrenchments costs for Consumer of $ 0.01 million (ZAR 0.1 million).

Operating segments (continued) The table below presents the reconciliation of revenue from external customers to the reportable segment’s revenue, significant expenditures, the Company’s reportable segment’s measure of profit or loss, and certain other segment information for the six months ended December 31, 2025 and 2024, respectively, is as follows:

Six months ended December 31, 2025 Merchant Consumer Enterprise Total Revenue from external customers $ 257,455 $ 63,694 $ 29,033 $ 350,182 Intersegment revenues 1,414 - 616 2,030 Segment revenue (z) 258,869 63,694 29,649 352,212 Less segment-related expenses: Cost of goods sold, IT processing, servicing and support (y)(A) 200,026 20,970 21,313 242,309 Selling, general and administration (A)(1)(2) 39,959 24,921 5,644 70,524 Segment adjusted EBITDA (A) $ 18,884 $ 17,803 $ 2,692 $ 39,379 (z) includes interest revenue of: $ 4,391 $ 10,237 $ - $ 14,628 (y) includes interest expense of: $ 972 $ 2,367 $ - $ 3,339 Operating segments Merchant Consumer Enterprise Group costs Total Depreciation and amortization $ 7,053 $ 620 $ 174 $ 18,615 $ 26,462 Expenditures for long-lived assets $ 8,473 $ 368 $ 1,208 $ - $ 10,049 Six months ended December 31, 2024 Merchant Consumer Enterprise Total Revenue from external customers $ 267,678 $ 44,001 $ 18,105 $ 329,784 Intersegment revenues 1,182 - 2,711 3,893 Segment revenue (z) 268,860 44,001 20,816 333,677 Less segment-related expenses: Cost of goods sold, IT processing, servicing and support (y)(A) 221,137 17,040 16,908 255,085 Selling, general and administration (A)(1)(3) 30,304 18,223 3,577 52,104 Segment adjusted EBITDA (A) $ 17,419 $ 8,738 $ 331 $ 26,488 (z) includes interest revenue of: $ 3,286 $ 120 $ - $ 3,406 (y) includes interest expense of: $ 766 $ 1,588 $ - $ 2,354 Operating segments Merchant Consumer Enterprise Group costs Total Depreciation and amortization $ 5,254 $ 437 $ 194 $ 8,614 $ 14,499 Expenditures for long-lived assets $ 9,785 $ 706 $ 393 $ - $ 10,884

18. Operating segments (continued)

(A) Cost of goods sold, IT processing, servicing and support and Selling, general and administration for Merchant and Total for the six months ended December 31, 2024 have each increased by $ 0.34 million and $ 0.12 million, respectively, as a result of the correction discussed in Note 1. Segment Adjusted EBITDA for Merchant and Total for the six months ended December 31, 2024 have each decreased by $ 0.45 million as a result of the correction discussed in Note 1. Cost of goods sold, IT processing, servicing and support and Selling, general and administration for Merchant and Total for the six months ended December 31, 2025 have each increased by $ 0.18 million and $ 0.06 million, respectively, as a result of the correction, as discussed in Note 1, to the amount included in the captions Cost of goods sold, IT processing, servicing and support and Selling, general and administration for the three months ended September 30, 2025. Segment Adjusted EBITDA for Merchant and Total for the six months ended December 31, 2025 have each decreased by $ 0.25 million as a result of the correction, as discussed in Note 1, to the amount included in the caption Segment Adjusted EBITDA for the three months ended September 30, 2025. 1) Selling, general and administration includes human capital-related expenses (including base salary and bonus), IT-related expenses (including software licenses, hardware maintenance, hosting, and communication expenses), professional fees (including audit, legal, consulting and other fees), lease and utilities expenses, the allowance for credit losses and other operating and support expenses.

(2) Segment Adjusted EBITDA for the six months ended December 31, 2025, includes retrenchment costs for Merchant of $ 0.4 million (ZAR 7.4 million) and Consumer of $ 0.1 million (ZAR 2.6 million). (3) Segment Adjusted EBITDA for the six months ended December 31, 2024, includes retrenchments costs for Consumer of $ 0.1 million (ZAR 1.2 million) and Enterprise of $ 0.0 million (ZAR 0.2 million). The reconciliation of the reportable segments’ measures of profit or loss to income (loss) before income tax expense for the three and six months ended December 31, 2025 and 2024, is as follows:

Three months ended Six months ended December 31, December 31, 2025 2024 2025 2024 Reportable segments' measure of profit or loss (A) $ 20,673 $ 14,400 $ 39,379 $ 26,488 Operating loss: Group costs ( 2,896 ) ( 2,820 ) ( 6,507 ) ( 5,769 ) Once-off costs ( 247 ) ( 488 ) ( 514 ) ( 2,293 ) Interest adjustment - 757 - 1,588 Unrealized Gain (Loss) FV for currency adjustments 133 ( 435 ) 197 ( 216 ) Stock-based compensation charge adjustments ( 1,945 ) ( 2,644 ) ( 3,806 ) ( 5,021 ) Depreciation and amortization ( 13,568 ) ( 8,223 ) ( 26,462 ) ( 14,499 ) Loss on disposal of equity-accounted investments - ( 161 ) ( 584 ) ( 161 ) Change in fair value of equity securities 2,971 ( 33,731 ) 2,971 ( 33,731 ) Other income 3,883 - 3,883 - Loss on disposal of equity securities ( 730 ) - ( 730 ) - Interest income 508 721 1,047 1,307 Interest expense (A) ( 4,591 ) ( 6,266 ) ( 9,604 ) ( 11,382 ) Income (Loss) before income tax expense (A) $ 4,191 $ ( 38,890 ) $ ( 730 ) $ ( 43,689 )

(A) Reportable segments’ measure of profit or loss for the three and six months ended December 31, 2024, have decreased by $ 0.23 million and $ 0.45 million, respectively, as a result of the correction discussed in Note 1. Interest expense for the three and six months ended December 31, 2024, have increased by $ 0.09 million and $ 0.18 million, respectively, as a result of the correction discussed in Note 1. Net income (loss) before taxes for the three and six months ended December 31, 2024, have decreased by $ 0.63 million and $ 0.63 million, respectively, as a result of the correction discussed in Note 1. Reportable segments’ measure of profit or loss and Net income (loss) before taxes for the six months ended December 31, 2025, have decreased by $ 0.25 million and $ 0.36 million, as a result of the correction, as discussed in Note 1, to the amount included in the captions Reportable segments’ measure of profit or loss and Net income (loss) before taxes for the three months ended September 30, 2025. Interest expense for the six months ended December 31, 2025, has increased by $ 0.12 million, as a result of the correction, as discussed in Note 1, to the amount included in the caption Interest expense for the three months ended September 30, 2025. 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.

Income tax Income tax in interim periods For the purposes of interim financial reporting, the Company determines the appropriate income tax provision by first applying the effective tax rate expected to be applicable for the full fiscal year to ordinary income. This amount is then adjusted for the tax effect of significant unusual items, for instance, changes in tax law, valuation allowances and non-deductible transaction-related expenses that are reported separately, and have an impact on the tax charge. The cumulative effect of any change in the enacted tax rate, if and when applicable, on the opening balance of deferred tax assets and liabilities is also included in the tax charge as a discrete event in the interim period in which the enactment date occurs. For the three and six months ended December 31, 2025, the Company’s effective tax rate was impacted by the tax expense recorded by the Company’s profitable South African operations, non-taxable income (including the fair value adjustment on equity securities and other income) and non-deductible and expenses (including transaction-related expenditures). The Company’s income tax benefit was impacted by a higher deferred tax benefit as a result of the reduction in the useful lives of certain of the Company’s brand and trademark intangible assets which has resulted in an increase in amortization expense during the three and six months ended December 31, 2025. For the three and six months ended December 31, 2024, the Company’s effective tax rate was impacted by the tax expense recorded by the Company’s profitable South African operations, non-deductible expenses (including transaction-related expenditures), the on-going losses incurred by certain of the Company’s South African businesses and the associated valuation allowances created related to the deferred tax assets recognized regarding net operating losses incurred by these entities. Uncertain tax positions As of December 31, 2025 and June 30, 2025, 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 December 31, 2025, the Company’s South African subsidiaries are no longer subject to income tax examination by the South African Revenue Service for periods before June 30, 2020. The Company 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.
Commitments and contingencies Guarantees The South African Revenue Service and certain of the Company’s customers, suppliers and other business partners have asked the Company to provide them with guarantees, including standby letters of credit, issued by South African banks. The Company is required to procure these guarantees for these third parties to operate its business. RMB has issued guarantees to these third parties amounting to ZAR 31.8 million ($ 1.9 million, translated at exchange rates applicable as of December 31, 2025) thereby utilizing part of the Company’s short-term facilities. Nedbank has issued guarantees to these third parties amounting to ZAR 2.1 million ($ 0.1 million, translated at exchange rates applicable as of December 31, 2025) thereby utilizing part of the Company’s short-term facilities. The Company pays commission of between 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. The Company has not recognized any obligation related to these guarantees in its consolidated balance sheet as of December 31, 2025. The maximum potential amount that the Company could pay under these guarantees is ZAR 35.1 million ($ 2.0 million, translated at exchange rates applicable as of December 31, 2025). The Company has ceded and pledged certain bank accounts to Nedbank as security for the guarantees issued by them with an aggregate value of ZAR 2.1 million ($ 0.1 million, translated at exchange rates applicable as of December 31, 2025). Contingencies The Company is subject to a variety of insignificant claims and suits that arise from time to time in the ordinary course of business. Management currently believes that the resolution of these other matters, individually or in the aggregate, will not have a m aterial adverse impact on the Company’s financial position, results of operations or cash flows.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our Annual Report on Form 10-K for the year ended June 30, 2025, and the unaudited condensed consolidated financial statements and the accompanying notes included in this Form 10-Q.

U.S. securities laws require that when we publish any non-GAAP measures, we disclose the reason for using these non-GAAP measures and provide 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 to the most directly comparable GAAP financial measure below at “—Results of Operations—Use of Non-GAAP Measures” below.

Forward-looking statements

Some of the statements in this Form 10-Q constitute forward-looking statements. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, implied or inferred by these forward-looking statements. Such factors include, among other things, those listed under Item 1A.—“Risk Factors” in our Annual Report on Form 10-K for the year ended June 30, 2025. 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.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we do not know whether we can achieve positive future results, levels of activity, performance, or goals. Actual events or results may differ materially. We undertake no obligation to update any of the forward-looking statements after the date of this Form 10-Q to conform those statements to reflect the occurrence of unanticipated events, except as required by applicable law.

You should read this Form 10-Q and the documents that we reference herein and the documents we have filed as exhibits hereto and thereto and which we have filed with the United States Securities and Exchange Commission (“SEC”) completely and with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

Recent Developments

This item generally discusses our results for the second quarter of fiscal 2026 compared to the second quarter of fiscal 2025.

Group

Lesaka launched its new brand in November 2025 and will take the remainder of the 2026 calendar year to roll out the refreshed brand throughout the organization. This was more than a brand refresh, it is a necessary step in a set of strategic initiatives designed to create a “One Lesaka” identity for our customers and our employees. The brand is underpinned by a set of values that encapsulates what Lesaka stands for and the behaviors expected of all Lesaka employees.

The lease for our new Johannesburg head office was finalized. This will consolidate the three different offices across Johannesburg into a single hub, fostering faster integration, simplification and result in positive long-term financial impact. We aim to complete the move by the end of this fiscal year. A similar exercise is underway for our Durban and Cape Town regional hubs.

We have made continued progress in simplifying the business:
●Each of Lesaka’s three divisions are now measured on clear KPIs that have a direct impact on financial outcomes.
Merchant and Consumer are measured on number of customers and ARPU (Average Revenue Per User), whilst Enterprise is measured on throughput volumes and take rates. We disclose these KPIs in the following tables per division.
●We disposed of non-core assets such as Cell-C for ZAR 50 million.
●Finalized the Cash Paymaster Services liquidation, releasing provisions of ZAR 65 million.

Regarding the Bank Zero transaction, Lesaka has received Competition Commission approval. Completion of the transaction is conditional upon obtaining regulatory approvals from the Prudential Authority and the Financial Surveillance Department of the South African Reserve Bank, as well as the satisfaction of other outstanding conditions precedent set forth in the agreement.

Merchant Division

In the second quarter of fiscal 2026, we introduced a refined reporting framework for the Merchant division to better represent the primary drivers of our revenue and performance. Developed through a comprehensive review of our operational analytics, this framework aligns our Merchant metrics, specifically active merchant count and blended ARPU with our Consumer division to provide a holistic view of our ecosystem. We are treating this updated approach as a baseline for future comparisons to ensure consistent reporting across our channels; as such, this transition may result in non-material inconsistencies with certain legacy metrics.

Our definition of an active merchant is any merchant that has made a voluntary transaction (debit and/or credit) within the last 90 days. Previously, we reported on a points of presence basis, which was more focused on our device estate. This updated methodology of an active merchant reflects the revenue generating engagement of our entire Merchant base and more accurately tracks our current and future monetization strategy for the division. Average Revenue Per User excludes once-off and non-recurring revenue such as hardware and installation costs as well as revenue from international subsidiaries, which are generally non-recurring in nature.

We manage our Merchant operations through two distinct channels: Community, which focuses on local, high-growth businesses acquired through direct, face-to-face sales and rapid conversion cycles; and Corporate, which serves large -scale organizations and franchises requiring customized, multi-product solutions through a strategic, long-term sales process.

The underlying drivers of ARPU performance are based on cross-sell product penetration and the individual product related KPI’s are shown below.

Q2 2026 vs

Q2 2026Q2 2025Q2 2025

Merchant Division Active Merchants132,443122,8468%| Merchant ARPU | (1)(ZAR per month) | 1,835 | 2,030 | (10%) |
| --- | --- | --- | --- | --- |
| Product Penetration Rate: 1+ Products | | 46% | 47% | (1%) |
| Product Penetration Rate: 2+ Products | | 8% | 10% | (16%) |

Merchant Division: Merchant Acquiring
Active Merchants	73,521	67,830	8%
Total Payment Volume ("TPV") (ZAR billions)	12.1	11.3	7%

Merchant Division: Software Active Merchants10,1339,6895%| Merchant Division: Cash Management | | | |
| --- | --- | --- | --- |
| Active Merchants | 4,891 | 4,910 | (0%) |
| Total Payment Volume ("TPV") (ZAR billions) | 31.9 | 30.4 | 5% |

Merchant Division: Lending
Lending Origination (ZAR millions)	205	153	35%
Net Lending Portfolio Outstanding (ZAR millions)	389	305	28%

Merchant Division: Alternative Digital Products
Active Merchants	102,346	94,516	8%
Total Payment Volume ("TPV") (ZAR billions)	14.0	11.0	27%
Total Payment Volume ("TPV") - Prepaid Solutions (ZAR billions)	5.0	4.9	3%
Total Payment Volume ("TPV") - Supplier Enabled Payments (ZAR billions)	9.0	6.1	46%

Notes: (1) ARPU is calculated on a revenue per active merchant basis based on a 3-month rolling average for the quarter ended December 31, 2025.

Notable developments within Merchant Division:

WithinMerchant Acquiring:TPV attributable to Community segment increased to ZAR 4.2 billion for the second quarter of fiscal 2026 and 13% year-on-year growth.

Within Cash: Our business is experiencing differing secular trends in its two distinct markets. At the Corporate level, cash continues to experience a downward trend of growth as digital payment adoption progressively increases in this sector. At the Community level, cash vault placements drove a 77% year-on-year increase in total cash TPV this quarter, now accounting for 19% of all processed cash TPV processed. This signals rapid growth among merchants within this segment aiming to digitize their cash holdings.

Within ADP: Core to our device placement strategy is the decision to focus on quality business and optimizing our existing fleet.
This can be seen through the TPV growth which is primarily driven by our Supplier Enabled Payment product. This enables Community Merchants to digitize their required payments to suppliers at competitive pricing and introduces them to the Lesaka Merchant ecosystem.

Consumer Division

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

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

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

The definition of an active consumer reflects the revenue generating engagement of our entire consumer base and more accurately tracks our current and future monetization strategy for the division. We will continue to show the EasyPay Payouts separately given this follows a different monetization model.

The underlying drivers of ARPU performance are based on cross-sell product penetration and the individual product related KPI’s are shown below.| | | | Q2 2026 vs |
| --- | --- | --- | --- |
| | Q2 2026 | Q2 2025 | Q2 2025 |
| Consumer Division | | | |
| Active Consumers (Millions) | 2.0 | 1.6 | 21% |
| ARPU(1)(ZAR per month) | 91 | 79 | 15% |
| Product Penetration Rate: 1+ Products | 49% | 46% | 8% |
| Product Penetration Rate: 2+ Products | 19% | 16% | 16% |

Consumer Division: Transactional Accounts
Active Consumers (Millions)	2.0	1.6	21%
Net Activations (Thousands)	72	91	(21%)

Consumer Division: Lending
Number of Loans Originated (Thousands)		449	336	34%
Lending Origination (ZAR millions)		1,156	617	88%
Lending Portfolio Outstanding (ZAR millions)	(2)	1,459	709	106%

Consumer Division: Insurance
Number of Insurance Policies Written (Thousands)	70	50	41%
Active Insurance Policies (Thousands)	641	496	29%
Gross Written Premium (ZAR millions)	134	97	38%

Consumer Division: EasyPay Payouts
Approximate number of active cardholders (Thousands)	247	217	14%
Approximate load value for the period (ZAR millions)	226	179	27%

Notes: (1) ARPU is calculated on a revenue per active consumer basis whereby an active consumer can be both a permanent and nonpermanent grant. ARPU is a monthly figure based on a 3-month rolling average for the quarter ended December 31, 2025.
(2) Gross loan book, before provisions.

Notable developments within Consumer Division:

Within Transactional Accounts: Largest net active account growth in the quarter as compared against all other competitors, validated from public data. Growth in active consumers driven primarily by continued product and technology innovation, including but not withstanding to Bonngwe (our proprietary CRM engine) and CreditEase (our USSD distribution platform). These improvements to sales consultant and consumer experiences have driven higher cross-sell penetration for both existing and new consumer onboards.

Within Lending: 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, growth in active consumer base and improved cross-selling initiatives driven by the launch of our new onboarding engine. Our credit loss ratios have remained relatively flat over the time period despite the increase in both lending originations and loan portfolio and are well below our provisioning. As we continue to scale the lending product, we carefully monitor both our provisioning levels and risk exposures. Currently we maintain our provision policy at 6.5%.

Enterprise Division

Our Enterprise Division primarily consists of our ADP offering (which includes prepaid solutions and bill payments) through channels such as retailer distribution networks and digital banking apps. Following the acquisition of Recharger on March 3, 2025, we now report on the performance under the Utilities product.

The underlying drivers of performance are primarily based on TPV processed. Individual product related KPI’s are shown below

Q2 2026 vs

Q2 2026Q2 2025Q2 2025

Enterprise Division: ADP Total Payment Volume ("TPV") (ZAR billions)11.910.118%| Enterprise Division: Utilities | | | |
| --- | --- | --- | --- |
| Active Meters (Thousands) | 357.3 | 335.7 | 6% |
| Total Payment Volume ("TPV") (ZAR millions) | 465.0 | 402.8 | 15% |

Notable developments within Enterprise Division:

Within ADP: We continue to deepen our integration with South Africa’s leading financial and retail institutions, successfully activating three key strategic partnerships during the period. Our footprint expanded by over 3,350 physical points of presence through the deployment of bill payment facilitation at 850 Spar locations and airtime distribution at more than 2,500 Shoprite sites.
Furthermore, we onboarded Investec enabling their clients to now purchase airtime directly through the Investec app, with all transactions processed through our ADP platform.

Critical Accounting Policies

Our unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions about future events that affect the reported amount of assets and liabilities and

disclosure of contingent assets and liabilities. As future events and their effects cannot be determined with absolute certainty, the determination of estimates requires management’s judgment based on a variety of assumptions and other determinants such as historical experience, current and expected market conditions and certain scientific evaluation techniques. Critical accounting policies are those that reflect significant judgments or uncertainties and may potentially result in materially different results under different assumptions and conditions. We have identified the following critical accounting policies that are described in more detail in our Annual Report on Form 10-K for the year ended June 30, 2025:

●Recoverability of Goodwill;
●Intangible Assets Acquired Through Acquisitions;
●Revenue recognition – principal versus agent considerations; and
●Finance Loans Receivable and Allowance for Credit Losses.

Recent accounting pronouncements adopted

Refer to Note 1 to our unaudited condensed consolidated financial statements for a full description of accounting pronouncements adopted, including the dates of adoption and the effects on our unaudited condensed consolidated financial statements.

Recent accounting pronouncements not yet adopted as of December 31, 2025

Refer to Note 1 to our unaudited condensed consolidated financial statements for a full description of recent accounting pronouncements not yet adopted as of December 31, 2025, including the expected dates of adoption and effects on our 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 | Three months ended | | Six months ended | | Year ended |
| --- | --- | --- | --- | --- | --- |
| | December 31, | | December 31, | | June 30, |
| | 2025 | 2024 | 2025 | 2024 | 2025 |
| ZAR : $ average exchange rate | 17.1189 | 17.9054 | 17.3784 | 17.9327 | 18.1644 |
| Highest ZAR : $ rate during period | 17.5082 | 18.8296 | 18.1650 | 18.8296 | 19.6350 |
| Lowest ZAR : $ rate during period | 16.5828 | 17.3354 | 16.5828 | 17.1144 | 17.1144 |
| Rate at end of period | 16.5828 | 18.8296 | 16.5828 | 18.8296 | 17.7554 |

Translation exchange rates for financial reporting purposes

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 three and six months ended December 31, 2025 and 2024, vary slightly from the averages shown in the table above. Except as described below, the translation rates we use in presenting our results of operations are the rates shown in the following table:| | Three months ended | | Six months ended | | Year ended |
| --- | --- | --- | --- | --- | --- |
| Table 2 | December 31, | | December 31, | | June 30, |
| | 2025 | 2024 | 2025 | 2024 | 2025 |
| Income and expense items: $1 = ZAR | 16.9556 | 17.8495 | 17.3855 | 17.7967 | 17.9031 |
| Balance sheet items: $1 = ZAR | 16.5828 | 18.8296 | 16.5828 | 18.8296 | 17.7554 |

We have translated the results of operations and operating segment information for the three and six months ended December 31, 2025 and 2024, provided in the tables below using the actual average exchange rates per month (i.e. for each of October 2025,

November 2025, and December 2025 for the second quarter of fiscal 2026) 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 for the quarter and year to date is not significant, however, it does result in minor differences. We believe that presentation using the average exchange rates per month compared with the average exchange rate per quarter and year to date 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 of our consolidated overall results of operations is based on amounts as reflected in our unaudited condensed 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 unaudited condensed 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 reported results in ZAR is a non-GAAP measure. Due to the significant impact of currency 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 operating segment revenue presented in “—Results of operations by operating segment” represents total revenue 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 18 to those statements. Our chief operating decision maker is our Executive Chairman and he evaluates segment performance based on segment earnings before interest, tax, depreciation and amortization (“EBITDA”), adjusted for items mentioned in the next sentence (“Segment Adjusted EBITDA”) for each operating segment. We do not allocate once-off items (as defined below), stock-based compensation charges, depreciation and amortization, impairment of goodwill or other intangible assets, other items (including gains or losses on disposal of investments, fair value adjustments to equity securi ties, fair value adjustments to currency options), interest income, interest expense, income tax expense or loss from equity-accounted investments to our reportable segments. For fiscal 2025, we included an intercompany interest expense in our Consumer Segment Adjusted EBITDA. Once-off items represent non-recurring expense items, including costs related to acquisitions and transactions consummated or ultimately not pursued. The Stock-based compensation adjustments reflect stock-based compensation expense and are both excluded from the calculation of Segment Adjusted EBITDA and are therefore reported as reconciling items to reconcile the reportable segments’ Segment Adjusted EBITDA to our loss before income tax expense.

Group Adjusted EBITDA represents Segment Adjusted EBITDA after deducting group costs. Refer also “Results of Operations—Use of Non-GAAP Measures” below.

In fiscal 2025 we closed the acquisitions of Adumo and Recharger and have integrated their businesses into ours. Our fiscal 2025 financial results for the three and six months ended December 31, 2024, includes Adumo from October 1, 2024, and does not include Recharger because we acquired Recharger on March 3, 2025.

We analyze our business and operations in terms of three inter-related but independent operating segments: (1) Merchant (2)
Consumer and (3) Enterprise. In addition, corporate activities that are impracticable to allocate directly to the operating segments, as well as any inter-segment eliminations, are included in Group costs. Inter-segment revenue eliminations are included in Eliminations.

Second quarter of fiscal 2026 compared to second quarter of fiscal 2025

The following factors had a significant impact on our results of operations during the second quarter of fiscal 2026 as compared with the same period in the prior year:

●Lower revenue in ZAR:Our revenues increased 1% in U.S. dollars but decreased by 3% in ZAR, primarily due to a decrease in prepaid airtime revenue which was partially offset by the inclusion of Recharger, higher transaction, insurance and lending

revenues in Consumer;
●Operating income increase:Operating income increased primarily due to strong performance by Consumer and the contribution from Recharger in Enterprise, which was partially offset by an increase in amortization of acquisition-related intangible assets related to change of useful lives of certain brand intangibles assets and a lower contribution from Merchant;
●Lower net interest charge:Net interest charge decreased to $4.08 million (ZAR 69.9 million) from $5.55 million (ZAR 99.4 million) primarily due to a lower interest expense following lower interest rates and the exclusion of interest expense incurred under our borrowing arrangements related to our Consumer lending book in the second quarter of fiscal 2026 compared with 2025. On a comparable basis the equivalent interest expense related to the Consumer lending book for the second quarter of fiscal 2025 was included in interest expense ; and ●Foreign exchange movements:The U.S. dollar was 5% weaker against the ZAR during the second quarter of fiscal 2026 compared to the prior period, which positively impacted our U.S. dollar reported results.

Consolidated overall results of operations

This discussion is based on the amounts prepared in accordance with U.S. GAAP.

The following tables show the changes in the items comprising our statements of operations, both in U.S. dollars and in ZAR:| | | | | Three months ended December 31, | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | 2025 | | 2024 | | % |
| | | | | $ ’000 | | $ ’000 | change | |
| Revenue | | | | 178,734 | | 176,216 | | 1% |
| Cost of goods sold, IT processing, servicing and support | | | (A) | 122,691 | | 130,866 | | (6%) |
| Selling, general and administration | | (A)(1) | | 40,278 | | 36,358 | | 11% |
| Depreciation and amortization | | | | 13,568 | | 8,223 | | 65% |
| Transaction costs related to Adumo, Recharger and Bank Zero acquisitions | | | | 47 | | 222 | | (79%) |
| Operating income | | | | 2,150 | | 547 | | 293% |
| Change in fair value of equity securities | | | | 2,971 | | (33,731) | | nm |
| Other income | | | | 3,883 | | | - | nm |
| Loss on disposal of equity-accounted investment | | | | | - | 161 | | nm |
| Loss on disposal of equity securities | | | | 730 | | | - | nm |
| Interest income | | | | 508 | | 721 | | (30%) |
| Interest expense | (A) | | | 4,591 | | 6,266 | | (27%) |
| Income (Loss) before income tax expense (benefit) | | | | 4,191 | | (38,890) | | nm |
| Income tax expense (benefit) | | | | 670 | | (6,412) | | nm |
| Net income (loss) before earnings from equity-accounted investments | | | | 3,521 | | (32,478) | | nm |
| Earnings from equity-accounted investments | | | | 110 | | 50 | | 120% |
| Net income (loss) | | | | 3,631 | | (32,428) | | nm |
| (Less) Add net income (loss) attributable to non-controlling interest | | | | (14) | | 28 | | nm |
| Net income (loss) attributable to us | | | | 3,645 | | (32,456) | | nm |

(1) Selling, general and administration includes allowance for credit losses.

				Three months ended December 31,
				2025		2024	%
				ZAR ’000	ZAR ’000		change
Revenue				3,058,191		3,155,758	(3%)
Cost of goods sold, IT processing, servicing and support			(A)	2,099,058		2,343,713	(10%)
Selling, general and administration		(A)(1)		689,116		650,864	6%
Depreciation and amortization				232,173		147,086	58%
Transaction costs related to Adumo, Recharger and Bank Zero acquisitions				805		3,957	(80%)
Operating income				37,039		10,138	265%
Change in fair value of equity securities				50,000		(614,710)	nm
Other income				65,353		-	nm
Loss on disposal of equity-accounted investment					-	2,886	nm
Loss on disposal of equity securities				12,286		-	nm
Interest income				8,696		12,886	(33%)
Interest expense	(A)			78,564		112,244	(30%)
Income (Loss) before income tax expense (benefit)				70,238		(706,816)	nm
Income tax expense (benefit)				11,506		(116,954)	nm
Net income (loss) before earnings from equity-accounted investments				58,732		(589,862)	nm
Earnings from equity-accounted investments				1,851		891	108%
Net income (loss)				60,583		(588,971)	nm
(Less) Add net income (loss) attributable to non-controlling interest				(242)		496	nm
Net income (loss) attributable to us				60,825		(589,467)	nm

(A) In order to correct the error discussed in Note 1 to the unaudited condensed consolidated statement of operations, Cost of goods sold, IT processing, servicing and support increased by ZAR 3.0 million, Selling, general and administration expense increased by ZAR 1.1 million, Operating income decreased by ZAR 4.1 million, Interest expense increased by ZAR 1.7 million, and the subtotal captions from Income (Loss)
before income tax expense (benefit) to Net income (loss) attributable to Lesaka decreased by ZAR 5.8 million for the three months ended December 31, 2024.

(1) Selling, general and administration includes allowance for credit losses.

Revenue increased by $2.5 million, or 1.4% in U.S. dollars, and decreased by ZAR 97.6 million, or 3.1% in ZAR. The decrease in ZAR was primarily due to the decrease in the volume of prepaid airtime sold, which was partially offset by the inclusion of Recharger, the impact of an increase in certain issuing fee base prices year-over -year, and transaction activity in our issuing business, and an increase in insurance premiums collected and lending revenues (including interest) following higher loan originations. Refer to discussion above at “—Recent Developments” for a description of key trends impacting our revenue this quarter.

Cost of goods sold, IT processing, servicing and support decreased by $8.2 million (ZAR 244.7 million) or 6.2% (in ZAR 10.4%), primarily due to the decrease in the prepaid airtime costs, which was partially offset by an increase in lending related expenditures (including interest expense) and higher insurance-related claims and third-party transaction fees.

Selling, general and administration expenses increased by $3.9 million (ZAR 38.3 million), or 10.8% (in ZAR 5.9%). The increase was primarily due to the inclusion of Recharger; higher employee -related expenses (including the impact of annual salary increases), an increase in the allowance for credit losses as a result of higher lending activities by Consumer and Merchant, and the year-over-year impact of inflationary increases on certain expenses, which was partially offset by lower stock-based compensation charges.

Depreciation and amortization expense increased by $5.3 million (ZAR 85.1 million), or 65.0% (57.8%). The increase was due to the change to a shorter useful life for certain of our brand and trademark intangible assets (refer to Note 7), the inclusion of acquisition-related intangible asset amortization related to intangible assets identified pursuant to the Recharger acquisition and an increase in depreciation expense related to additional POS devices deployed .

Transaction costs related to Adumo, Recharger and Bank Zero acquisitions during the second quarter of fiscal 2025 included costs incurred related to the Recharger and Bank Zero acquisitions. We did not incur significant transaction costs during the second quarter of fiscal 2026. Refer to Note 2 to our unaudited condensed consolidation financial statements for additional information.

Our operating income margin for the second quarter of fiscal 2026 and 2025 was 1.2% and 0.3%, respectively. We discuss the components of operating income margin under “—Results of operations by operating segment.”

We recorded an increase in the fair value of Cell C of $3.0 million (ZAR 50 million) during the second quarter of fiscal 2026 (refer to Note 5 for additional information). We disposed of our entire investment in Cell C in December 2025 for $3.0 million (ZAR 50 million) in cash. There were no changes in the fair value of Cell C during the second quarter of fiscal 2025. We recorded a noncash change in fair value of equity securities of $33.7 million during the second quarter of fiscal 2025 related to a fair value adjustment loss related to MobiKwik.

In December 2025, we determined that the liquidation of CPS is at an advanced stage and released an accrual raised at the time of deconsolidation of $3.9 million (ZAR 65.4 million) to Other income .

Interest on surplus cash was $0.5 million (ZAR 8.7 million) compared with $0.7 million (ZAR 12.9 million) during the second quarter of fiscal 2025, and decrease due to lower interest rates.

Interest expense decreased to $4.6 million (ZAR 78.6 million) from $6.3 million (ZAR 112.2 million). In ZAR, the decrease was primarily due to lower interest rates and the exclusion of interest expense incurred under our borrowing arrangements related to our Consumer lending book in the second quarter of fiscal 2026 compared with 2025. On a comparable basis the equivalent interest expense related to the Consumer lending book for the second quarter of fiscal 2025 was included in interest expense.

Second quarter of fiscal 2026 income tax expense was $0.7 million (ZAR 11.5 million) compared to income tax benefit of $(6.4)
million (ZAR (117.0) million) in fiscal 2025. Our effective tax rate for fiscal 2026 was impacted by the tax expense recorded by our profitable South African operations, non-taxable income (primarily related to the disposal of Cell C and other income) and nondeductible expenses (including transaction-related expenditures). The income tax expense was also impacted by a higher deferred tax benefit as a result of the reduction in the useful lives of certain of our brand and trademark intangible assets which has resulted in an increase in amortization expense during the three months ended December 31, 2025.

Our effective tax rate for fiscal 2025 was impacted by deferred tax impact related to the fair value adjustment to our equity securities, the tax expense recorded by our profitable South African operations, a deferred tax benefit related to acquisition-related intangible asset amortization, non-deductible expenses (in transaction-related expenses), the on-going losses incurred by certain of our South African businesses and the associated valuation allowances created related to the deferred tax assets recognized regarding net operating losses incurred by these entities.

Results of operations by operating segment

The composition of revenue and the contributions of our business activities to operating loss are illustrated below:

Table 5In United States Dollars

Three months ended December 31,

20252024

$ ’000% of total$ ’000% of total% change| Consolidated revenue: | | | | | |
| --- | --- | --- | --- | --- | --- |
| Merchant | 131,919 | 74% | 145,209 | 82% | (9%) |
| Consumer | 33,118 | 19% | 22,929 | 13% | 44% |
| Enterprise | 14,796 | 8% | 8,933 | 5% | 66% |
| Subtotal: Operating segments | 179,833 | 101% | 177,071 | 100% | 2% |
| Eliminations | (1,099) | (1%) | (855) | - | 29% |
| Total consolidated revenue | 178,734 | 100% | 176,216 | 100% | 1% |

Group Adjusted EBITDA:
Merchant	(A)(1)		9,940	56%	10,089	87%	(1%)
Consumer	(1)		9,310	52%	4,342	37%	114%
Enterprise	(1)		1,423	8%	(31)	-	nm
Group costs			(2,896)	(16%)	(2,820)	(24%)	3%
Group Adjusted EBITDA (non-GAAP)		(A)(2)	17,777	100%	11,580	100%	54%

(1) Segment Adjusted EBITDA for the three months ended December 31, 2025, includes retrenchment costs of $0.2 million for Merchant for the second quarter of fiscal 2026. Segment Adjusted EBITDA for the three months ended December 31, 2024, includes retrenchments costs for Consumer of $0.01 million.
(2) Group Adjusted EBITDA is a non-GAAP measure, refer to reconciliation below at “—Results of Operations—Use of Non- GAAP Measures”.

	2025		2024
Operating Segment	ZAR ’000	% of total	ZAR ’000	% of total	% change
Consolidated revenue:
Merchant	2,257,003	74%	2,600,561	82%	(13%)
Consumer	566,735	19%	410,687	13%	38%
Enterprise	253,227	8%	159,846	5%	58%
Subtotal: Operating segments	3,076,965	101%	3,171,094	100%	(3%)
Eliminations	(18,774)	(1%)	(15,336)	-	22%
Total consolidated revenue	3,058,191	100%	3,155,758	100%	(3%)

Group Adjusted EBITDA:
Merchant	(A)(1)		170,340	56%	180,999	87%	(6%)
Consumer	(1)		159,442	52%	77,488	37%	106%
Enterprise	(1)		24,316	8%	(537)	-	nm
Group costs			(49,647)	(16%)	(50,265)	(24%)	(1%)
Group Adjusted EBITDA (non-GAAP)		(A)(2)	304,451	100%	207,685	100%	47%

(A) In order to correct the error discussed in Note 1 to the unaudited condensed consolidated statement of operations, Merchant Segment Adjusted EBITDA and Group Adjusted EBITDA decreased by ZAR 5.8 million for the three months ended December 31, 2024.
(1) Segment Adjusted EBITDA for the three months ended December 31, 2025, includes retrenchment costs of ZAR 3.7 million for Merchant for the second quarter of fiscal 2026. Segment Adjusted EBITDA Merchant and Segment Adjusted EBITDA Consumer include retrenchment costs of ZAR 0.1 million, respectively, for the second quarter of fiscal 2025.
(2) Group Adjusted EBITDA is a non-GAAP measure, refer to reconciliation below at “—Results of Operations—Use of Non- GAAP Measures”.

Merchant

Segment revenue decreased primarily due to reduced ADP revenue, driven by lower prepaid airtime volumes and margin compression from lower per-transaction fees, despite overall growth in processed volumes. While overall ADP volumes increased,

prepaid airtime revenue contributes a significant portion of our overall ADP revenue, and therefore a drop in the volume of the prepaid airtime revenue impacts our reported revenue generated. We record a significant proportion of our airtime sales in revenue and cost of sales, while only earning a relatively small margin. The decrease in Segment Adjusted EBITDA primarily related to a higher allowance for credit losses following an increase in default experience on our Merchant lending book and an increase in inventory written off, which was partially offset by lower IT processing, servicing and support and employment-related expenditures.

Our Segment Adjusted EBITDA margin (calculated as Segment Adjusted EBITDA divided by revenue) for the second quarter of fiscal 2026 and 2025 was 7.5% and 6.9%, respectively.

Consumer

Segment revenue increased primarily due to higher transaction fees generated from the higher EPE account holders base, the impact of an increase in certain issuing fee base prices year-over-year, and transaction activity in our issuing business, insurance premiums collected, lending revenues following an increase in loan originations. This increase in revenue has translated into improved profitability, which was partially offset by a higher allowance for credit losses following an increase in loan originations during the quarter, higher insurance-related claims, interest expense (of approximately ZAR 22.1 million; Q2 2025: ZAR 13.1 million ) incurred to fund our lending book and the year-over-year impact of inflationary increases on certain expenses.

Our Segment Adjusted EBITDA margin for the second quarter of fiscal 2026 and 2025 was 28.1% and 18.9%, respectively.

Enterprise

Segment revenue and Segment Adjusted EBITDA increased primarily due to the inclusion of Recharger.

Our Segment Adjusted (loss) EBITDA margin for the second quarter of fiscal 2026 and 2025 was 9.6% and (0.3)%, respectively.

Group costs

Our group costs primarily include employee related costs in relation to employees specifically hired for group roles and costs related directly to managing the US-listed entity; expenditures related to compliance with the Sarbanes-Oxley Act of 2002; nonemployee directors’ fees; legal fees; group and US-listed related audit fees; and directors’ and officers’ insurance premiums.

Our group costs for the second quarter of fiscal 2026 were moderately lower compared with the prior period due to lower travel expenses and legal fees, which was partially offset by higher consulting fees.

First half of fiscal 2026 compared to first half of fiscal 2025

The following factors had a significant impact on our results of operations during the first half of fiscal 2026 as compared with the same period in the prior year:

●Higher revenue:Our revenues increased by 6.2% in U.S. dollars and increased by 2.9% in ZAR, primarily due to the

inclusion of Adumo and Recharger, an increase in value-added services activity in Merchant, as well as higher transaction, insurance and lending revenues in Consumer, which was partially offset by lower prepaid airtime revenue;
●Operating income increase:Operating income increased primarily due to a strong performance by Consumer, the contribution from Adumo for the entire period in fiscal 2026 compared with three months in fiscal 2025 and from the contribution from Recharger, which was partially offset by an increase in amortization of acquisition-related intangible assets related to change of useful lives of certain brand intangibles assets.
●Non-cash fair value adjustment related to equity securities in fiscal 2025:We recorded a non-cash fair value loss of $33.7 million during the first half of fiscal 2025 related to MobiKwik;
●Lower net interest charge:Net interest charge decreased to $8.6 million (ZAR 148.8 million) from $10.1 million (ZAR 180.7 million) primarily due to a lower interest expense following lower interest rates and the exclusion of interest expense incurred under our borrowing arrangements related to our Consumer lending book in the first half of fiscal 2026 compared with 2025.
On a comparable basis the equivalent interest expense related to the Consumer lending book for the first half of fiscal 2025 was included in interest expense; and ●Foreign exchange movements:The U.S. dollar was 2% weaker against the ZAR during the first half of fiscal 2026 compared to the prior period, which positively impacted our U.S. dollar reported results.

Consolidated overall results of operations

This discussion is based on the amounts prepared in accordance with U.S. GAAP.

The following tables show the changes in the items comprising our statements of operations, both in U.S. dollars and in ZAR:| | | | | Six months ended December 31, | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | 2025 | 2024 | | % |
| | | | | $ ’000 | $ ’000 | change | |
| Revenue | | | | 350,182 | 329,784 | | 6% |
| Cost of goods sold, IT processing, servicing and support | | | (A) | 241,314 | 249,941 | | (3%) |
| Selling, general and administration | | (A)(1) | | 79,978 | 63,114 | | 27% |
| Depreciation and amortization | | | | 26,462 | 14,499 | | 83% |
| Transaction costs related to Adumo, Recharger and Bank Zero acquisitions | | | | 141 | 1,952 | | (93%) |
| Operating income | | | | 2,287 | 278 | | 723% |
| Change in fair value of equity securities | | | | 2,971 | (33,731) | | nm |
| Other income | | | | 3,883 | | - | nm |
| Loss on impairment or disposal of equity-accounted investment | | | | 584 | 161 | | 263% |
| Loss on disposal of equity securities | | | | 730 | | - | nm |
| Interest income | | | | 1,047 | 1,307 | | (20%) |
| Interest expense | (A) | | | 9,604 | 11,382 | | (16%) |
| Loss before income tax expense (benefit) | | | | (730) | (43,689) | | (98%) |
| Income tax expense (benefit) | | | | 524 | (6,334) | | nm |
| Net loss before earnings from equity-accounted investments | | | | (1,254) | (37,355) | | (97%) |
| Earnings from equity-accounted investments | | | | 110 | 77 | | 43% |
| Net loss | | | | (1,144) | (37,278) | | (97%) |
| (Less) Add net income (loss) attributable to non-controlling interest | | | | (131) | 28 | | nm |
| Net loss attributable to us | | | | (1,013) | (37,306) | | (97%) |

Cost of goods sold, IT processing, servicing and support increased by $0.18 million, Selling, general and administration expense increased by $0.06 million, Operating income decreased by $0.25 million, Interest expense increased by $0.12 million, and the subtotal captions from Income (Loss) before income tax expense (benefit) to Net income (loss) attributable to Lesaka decreased by $0.36 million for the six months ended December 31, 2025, to correct the error discussed in Note 1 to the unaudited condensed consolidated statement of operations as a result of the correction to amounts reported for the three months ended September 30, 2025.

(1) Selling, general and administration includes allowance for credit losses.

				Six months ended December 31,
				2025	2024		%
				ZAR ’000	ZAR ’000	change
Revenue				6,081,737	5,912,635		3%
Cost of goods sold, IT processing, servicing and support			(A)	4,191,300	4,481,512		(6%)
Selling, general and administration		(A)(1)		1,388,919	1,131,087		23%
Depreciation and amortization				459,539	259,746		77%
Transaction costs related to Adumo, Recharger and Bank Zero acquisitions				2,567	34,448		(93%)
Operating income				39,412	5,842		575%
Change in fair value of equity securities				50,000	(614,710)		nm
Other income				65,353		-	nm
Loss on impairment or disposal of equity-accounted investment				10,342	2,886		258%
Loss on disposal of equity securities				12,286		-	nm
Interest income				18,192	23,403		(22%)
Interest expense	(A)			166,986	204,081		(18%)
Loss before income tax expense (benefit)				(16,657)	(792,432)		(98%)
Income tax expense (benefit)				8,934	(115,552)		nm
Net loss before earnings from equity-accounted investments				(25,591)	(676,880)		(96%)
Earnings from equity-accounted investments				1,851	1,366		36%
Net loss				(23,740)	(675,514)		(96%)
(Less) Add net income (loss) attributable to non-controlling interest				(2,300)	496		nm
Net loss attributable to us				(21,440)	(676,010)		(97%)

(A) Cost of goods sold, IT processing, servicing and support increased by ZAR 3.2 million, Selling, general and administration expense increased by ZAR 1.1 million, Operating income decreased by ZAR 4.4 million, Interest expense increased by ZAR 2.0 million, and the subtotal captions from Income (Loss) before income tax expense (benefit) to Net income (loss) attributable to Lesaka decreased by ZAR 6.4 million for the six months ended December 31, 2025, to correct the error discussed in Note 1 to the unaudited condensed consolidated statement of operations as a result of the correction to amounts reported for the three months ended September 30, 2025.

(1) Selling, general and administration includes allowance for credit losses.

Revenue increased by $20.4 million (ZAR 169.1 million), or 6.2% (in ZAR, 2.9%), primarily due to the inclusion of Adumo, an increase in the volume of value-added services provided (primarily Pinless Airtime), an increase in certain issuing fee base prices and transaction activity in our issuing business, and an increase in insurance premiums collected and lending revenues following higher loan originations, which was partially offset by fewer Pinned Airtime sales.

Cost of goods sold, IT processing, servicing and support decreased by $8.6 million (or 3.5%) and, in ZAR, decreased by ZAR 290.2 million (or 6.5%), primarily due to the decrease in Pinned Airtime sales, which was partially offset by the inclusion of Adumo, higher commissions paid related to ADP revenue generated, and higher insurance-related claims and third-party transaction fees.

Selling, general and administration expenses increased by $16.9 million (ZAR 257.8 million), or 26.7% (in ZAR 22.8%). The increase was primarily due to the inclusion of Adumo; higher employee-related expenses (including annual bonuses and annual salary increases);, consulting fees, audit fees, and travel expenses; and the year-over-year impact of inflationary increases on certain expenses, which was partially offset by lower stock-based compensation charges.

Depreciation and amortization expense increased by $12.0 million (ZAR 199.8 million), or 82.5% (76.9%). The increase was due to the change to a shorter useful life for certain of our brand and trademark intangible assets (refer to Note 7), the inclusion of acquisition-related intangible asset amortization related to intangible assets identified pursuant to the Adumo and Recharger acquisitions and an increase in depreciation expense related to additional POS devices deployed.

Transaction costs related to Adumo, Recharger and Bank Zero acquisitions includes fees paid to external service providers associated with legal and advisory services procured to close the Adumo transaction on October 1, 2024, the Recharger transaction in March 2025, and ongoing transaction fees related to our proposed acquisition of Bank Zero. Refer to Note 2 to our unaudited condensed consolidation financial statements for additional information.

Our operating income margin for the first half of fiscal 2026 and 2025 was 0.7% and 0.1%, respectively. We discuss the components of operating loss margin under “—Results of operations by operating segment.”

We recorded an increase in the fair value of Cell C of $3.0 million (ZAR 50 million) during the first half of fiscal 2026 (refer to Note 5 for additional information). There were no changes in the fair value of Cell C during the first half of fiscal 2025. We recorded a non-cash change in fair value of equity securities of $33.7 million during the first half of fiscal 2025 related to a fair value adjustment loss related to MobiKwik.

In December 2025, we determined that the liquidation of CPS is at an advanced stage and released an accrual raised at the time of deconsolidation of $3.9 million (ZAR 65.4 million) to Other income.

Interest on surplus cash decreased to $1.0 million (ZAR 18.2 million) from $1.3 million (ZAR 23.4 million), due to lower interest rates, which was partially offset by the inclusion of Adumo.

Interest expense decreased to $9.6 million (ZAR 167.0 million) from $11.4 million (ZAR 204.1 million). The decrease was primarily due to lower interest rates and the exclusion of interest expense incurred under our borrowing arrangements related to our Consumer lending book in the first half of fiscal 2026 compared with 2025. On a comparable basis the equivalent interest expense related to the Consumer lending book for the first half of fiscal 2025 was included in interest expense.

Fiscal 2026 income tax expense was $0.5 million (ZAR 8.9 million) compared to an income tax benefit of $(6.3) million (ZAR (115.6) million) in fiscal 2024. Our effective tax rate for fiscal 2026 was impacted by the tax expense recorded by our profitable South

African operations, non-taxable income (primarily related to the disposal of Cell C and other income) and non-deductible expenses (including transaction-related expenditures). The income tax expense was also impacted by a higher deferred tax benefit as a result of the reduction in the useful lives of certain of our brand and trademark intangible assets which has resulted in an increase in amortization expense during the fiscal 2026.

Results of operations by operating segment

The composition of revenue and the contributions of our business activities to operating loss are illustrated below:| | 2025 | | | 2024 | | |
| --- | --- | --- | --- | --- | --- | --- |
| Operating Segment | $ ’000 | % of total | $ ’000 | | % of total | % change |
| Consolidated revenue: | | | | | | |
| Merchant | 258,869 | 74% | | 268,860 | 82% | (4%) |
| Consumer | 63,694 | 18% | | 44,001 | 13% | 45% |
| Enterprise | 29,649 | 8% | | 20,816 | 6% | 42% |
| Subtotal: Operating segments | 352,212 | 100% | | 333,677 | 101% | 6% |
| Eliminations | (2,030) | | - | (3,893) | (1%) | (48%) |
| Total consolidated revenue | 350,182 | 100% | | 329,784 | 100% | 6% |

Group Adjusted EBITDA:
Merchant	(A)(1)	18,884	57%	17,419	84%	8%
Consumer	(1)	17,803	54%	8,738	42%	104%
Enterprise	(1)	2,692	8%	331	2%	713%
Group costs		(6,507)	(19%)	(5,769)	(28%)	13%
Group Adjusted EBITDA (non-
GAAP)	(A)(2)	32,872	100%	20,719	100%	59%

Merchant Segment Adjusted EBITDA and Group Adjusted EBITDA decreased by $0.36 million for the three months ended December 31, 2025, to correct the error discussed in Note 1 to the unaudited condensed consolidated statement of operations as a result of the correction to amounts reported for the three months ended September 30, 2025.
(1) Segment Adjusted EBITDA for the six months ended December 31, 2025, includes retrenchment costs for Merchant of $0.4 million, and Consumer of $0.1 million. Segment Adjusted EBITDA for the first half of fiscal 2025, includes retrenchments costs for Consumer of $0.1 million and for Enterprise of $0.01 million.
(2) Group Adjusted EBITDA is a non-GAAP measure, refer to reconciliation below at “—Results of Operations—Use of Non- GAAP Measures”.| | 2025 | | | 2024 | | |
| --- | --- | --- | --- | --- | --- | --- |
| Operating Segment | ZAR ’000 | % of total | ZAR ’000 | | % of total | % change |
| Consolidated revenue: | | | | | | |
| Merchant | 4,496,038 | 74% | | 4,820,583 | 82% | (7%) |
| Consumer | 1,105,741 | 18% | | 788,750 | 13% | 40% |
| Enterprise | 515,131 | 8% | | 373,843 | 6% | 38% |
| Subtotal: Operating segments | 6,116,910 | 100% | | 5,983,176 | 101% | 2% |
| Eliminations | (35,173) | | - | (70,541) | (1%) | (50%) |
| Total consolidated revenue | 6,081,737 | 100% | | 5,912,635 | 100% | 3% |

Group Adjusted EBITDA:
Merchant	(A)(1)	328,053	57%	312,498	84%	5%
Consumer	(1)	309,152	54%	156,169	42%	98%
Enterprise	(1)	46,723	8%	6,031	2%	675%
Group costs		(113,266)	(19%)	(102,919)	(28%)	10%
Group Adjusted EBITDA (non-
GAAP)	(A)(2)	570,662	100%	371,779	100%	53%

(A) In order to correct the error discussed in Note 1 to the unaudited condensed consolidated statement of operations, Merchant Segment Adjusted EBITDA and Group Adjusted EBITDA decreased by ZAR 11.3 million for the six months ended December 31, 2024. (A) Merchant Segment Adjusted EBITDA and Group Adjusted EBITDA decreased by ZAR 6.4 million for the six months ended December 31, 2024, to correct the error discussed in Note 1 to the unaudited condensed consolidated statement of operations as aresult of the correction to amounts reported for the three months ended September 30, 2025.

(1) Segment Adjusted EBITDA for the six months ended December 31, 2025, includes retrenchment costs for Merchant of ZAR 7.4 million, and Consumer of ZAR 2.6 million. Segment Adjusted EBITDA for the first half of fiscal 2025, includes retrenchments costs for Consumer of ZAR 0.1 million and for Enterprise of ZAR 0.01 million.
(2) Group Adjusted EBITDA is a non-GAAP measure, refer to reconciliation below at “—Results of Operations—Use of Non- GAAP Measures”.

Merchant

Segment revenue primarily decreased due to fewer prepaid airtime sales which was partially offset by the inclusion of Adumo, and a higher volume of ADP provided (primarily Pinless Airtime). In ZAR, the increase in Segment Adjusted EBITDA is primarily due to the inclusion of Adumo for the entire period compared with the prior period, which was partially offset by higher operating expenses incurred.

Our Segment Adjusted EBITDA margin (calculated as Segment Adjusted EBITDA divided by revenue) for the first half of fiscal 2026 and 2024 was 7.3% and 6.5%, respectively.

Consumer

Segment revenue increased primarily due to higher transaction fees generated from the higher EPE account holders base, an increase in certain issuing fee base prices and transaction activity in our issuing business, insurance premiums collected, and lending

revenues following an increase in loan originations. This increase in revenue has translated into improved profitability, which was partially offset by a higher allowance for credit losses following an increase in loan originations in December 2025, higher insurancerelated claims, interest expense (of approximately ZAR 41.0 million; F2025: ZAR 28.5 million ) incurred to fund our lending book, and the year-over-year impact of inflationary increases on certain expenses.

Our Segment Adjusted EBITDA margin for the first half of fiscal 2026 and 2024 was 28.0% and 19.9%, respectively.

Enterprise

Segment revenue increased primarily due to the inclusion of Recharger. In ZAR, the significant increase in Segment Adjusted EBITDA is primarily due to the inclusion of Recharger .

Our Segment Adjusted EBITDA margin for the first half of fiscal 2026 and 2024 was 9.1% and 1.6%, respectively.

Group costs

Our group costs for fiscal 2026 increased compared with the prior period due to higher consulting fees.

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 non-GAAP measures and provide reconciliations to the most directly comparable U.S. GAAP measures. The presentation of Group Adjusted EBITDA is a non-GAAP measure. We provide this non-GAAP measure to enhance our evaluation and understanding of our financial performance and trends. We believe that this measure is helpful to users of our financial information understand key operating 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 Adjusted EBITDA is earnings before interest, tax, depreciation and amortization (“EBITDA”), adjusted for nonoperational transactions (including loss on impairment/ disposal of equity-accounted investments, change in fair value of equity securities), (earnings) loss from equity-accounted investments, stock-based compensation charges and once-off items. We included an intercompany interest expense in our Consumer Segment Adjusted EBITDA for three and six months ended December 31, 2024.
Once-off items represents non-recurring income and expense items, including costs related to acquisitions and transactions consummated or ultimately not pursued.

The table below presents the reconciliation between U.S. GAAP net income (loss) attributable to Lesaka to Group Adjusted EBITDA:| Table 11 | | | Three months ended | | Six months ended | |
| --- | --- | --- | --- | --- | --- | --- |
| | | | December 31, | | December 31, | |
| | | | 2025 | 2024 | 2025 | 2024 |
| | | | $ ’000 | $ ’000 | $ ’000 | $ ’000 |
| Income (Loss) attributable to Lesaka - GAAP | | | 3,645 | (32,456) | (1,013) | (37,306) |
| (Less) Add net income (loss) attributable to non-controlling interest | | | 14 | (28) | 131 | (28) |
| Net income (loss) | | | 3,631 | (32,428) | (1,144) | (37,278) |
| Earnings from equity accounted investments | | | (110) | (50) | (110) | (77) |
| Net income (loss) before earnings from equity-accounted investments | | | 3,521 | (32,478) | (1,254) | (37,355) |
| Income tax expense (benefit) | | | 670 | (6,412) | 524 | (6,334) |
| Income (Loss) before income tax expense | | | 4,191 | (38,890) | (730) | (43,689) |
| Interest expense | (A) | | 4,591 | 6,266 | 9,604 | 11,382 |
| Interest income | | | (508) | (721) | (1,047) | (1,307) |
| Loss on disposal of equity securities | | | 730 | - | 730 | - |
| Other income | | | (3,883) | - | (3,883) | - |
| Net loss on impairment/ disposal of equity-accounted investment | | | - | 161 | 584 | 161 |
| Change in fair value of equity securities | | | (2,971) | 33,731 | (2,971) | 33,731 |
| Operating income | | | 2,150 | 547 | 2,287 | 278 |
| PPA amortization (amortization of acquired intangible assets) | | | 9,481 | 4,867 | 18,615 | 8,614 |
| Depreciation and amortization | | | 4,087 | 3,356 | 7,847 | 5,885 |
| Stock-based compensation charges | | | 1,945 | 2,644 | 3,806 | 5,021 |
| Interest adjustment | | | - | (757) | - | (1,588) |
| Once-off items | (1) | | 247 | 488 | 514 | 2,293 |
| Unrealized gain (loss) FV for currency adjustments | | | (133) | 435 | (197) | 216 |
| Group Adjusted EBITDA - Non-GAAP | | (A) | 17,777 | 11,580 | 32,872 | 20,719 |

(A) Income (Loss) attributable to Lesaka – GAAP and all subtotal captions to Income (Loss) before income tax expense for the three and six months ended December 31, 2024 have been decreased by $0.32 million and $0.63 million, respectively, as a result of the correction discussed in Note 1. Interest expense for the three and six months ended December 31, 2024 has been increased by $0.09 million and $0.18 million, respectively, as a result of the correction discussed in Note 1. Operating income and Group Adjusted EBITDA - Non-GAAP for the three and six months ended December 31, 2024 have been decreased by $0.23 million and $0.45 million, respectively, as a result of the correction discussed in Note 1.

Income (Loss) attributable to Lesaka – GAAP and all subtotal captions to Income (Loss) before income tax expense for the six months ended December 31, 2025 have been decreased by $0.36 million and, as a result of the correction, as discussed in Note 1, to

the amount included in the caption Interest expense for the three months ended September 30, 2025. Interest expense for the six months ended December 31, 2025 has been increased by $0.12 million as a result of the correction, as discussed in Note 1, to the amount included in the caption Interest expense for the three months ended September 30, 2025. Operating income and Group Adjusted EBITDA - Non-GAAP for the six months ended December 31, 2025 have been decreased by $0.25 million, as a result of the correction, as discussed in Note 1, to the amount included in the caption Interest expense for the three months ended September 30, 2025.

(1) The table below presents the components of once-off items for the periods presented:| Table 12 | Three months ended | | Six months ended | |
| --- | --- | --- | --- | --- |
| | December 31, | | December 31, | |
| | 2025 | 2024 | 2025 | 2024 |
| | $ ’000 | $ ’000 | $ ’000 | $ ’000 |
| Transaction costs | 200 | 462 | 373 | 537 |

Transaction costs related to Adumo, Recharger and Bank Zero acquisitions	47	222	141	1,952
Indirect taxes provision release	-	(196)	-	(196)
Total once-off items	247	488	514	2,293

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 fiscal 2025 we incurred transaction costs related to the acquisition of Recharger over a number of quarters, and the transactions are generally non-recurring.

Indirect tax provision release relates to the reversal of a non-recurring indirect tax provision created in fiscal 2023 which was resolved in fiscal 2025 following settlement of the matter with the tax authority.

Liquidity and Capital Resources

As of December 31, 2025, our cash and cash equivalents were $69.5 million and comprised of U.S. dollar-denominated balances of $2.1 million, ZAR-denominated balances of ZAR 1.1 billion ($65.6 million), and other currency deposits, primarily Botswana pula,

of $1.8 million, all amounts translated at exchange rates applicable as of December 31, 2025. The decrease in our unrestricted cash balances from June 30, 2025, was primarily due to application of the proceeds received from the disposal of MobiKwik to reduce our general banking facilities utilized, the utilization of cash reserves to fund certain scheduled repayments of our borrowings, the increase in our Consumer lending book, which was partially offset by the positive contribution from our operating segments, utilization of our general banking facilities to partially fund the growth in our Consumer lending book and the proceeds received on disposal of Cell C.

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, through 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. Refer to Note 12 to our consolidated financial statements for the year ended June 30, 2025, as well as Note 9 to these condensed consolidated financial statements for additional information related to our borrowings.

Our ability to make payments on our indebtedness and to fund our operations may be dependent upon the operating income and the distribution of funds from our subsidiaries. However, as local laws and regulations and/or the terms of our indebtedness restrict certain of our subsidiaries from paying dividends and transferring assets to us, there is no assurance that our subsidiaries will be permitted to provide us with sufficient dividends, distributions or loans when necessary.

We will make a cash payment of ZAR 175.0 million ($10.6 million) in March 2026 related to the cash portion of the deferred consideration due to the seller of Recharger. We are required to make a scheduled debt repayment of ZAR 150 million ($9.0 million)
in February 2026. We expect to pay ZAR 100 million ($6.0 million) payment on closing of the Bank Zero transaction. All amounts translated at exchange rates as of December 31, 2025.

Available short-term borrowings

Summarized below are our short-term facilities available and utilized as of December 31, 2025:| Table 13 | | RMB GBF | | RMB Other | | | Nedbank | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | $ ’000 | ZAR ’000 | $ ’000 | ZAR ’000 | $ ’000 | ZAR ’000 | |
| Total short-term facilities available, comprising: | | | | | | | | |
| Total overdraft | | 42,267 | 700,901 | | - | - | - | - |
| Indirect and derivative facilities | (1) | - | | -6,073 | 100,718 | 9,441 | 156,554 | |
| Total short-term facilities available | | 42,267 | 700,901 | 6,073 | 100,718 | 9,441 | 156,554 | |

Utilized short-term facilities:
Overdraft		21,333	353,761	-	-	-	-
Indirect and derivative facilities	(1)	-	-	1,917	31,782	127	2,103
Total short-term facilities utilized		21,333	353,761	1,917	31,782	127	2,103

Interest rate, based on South African prime rate9.75%N/AN/A

(1) Other facilities include 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.

In terms of a commitment provided to the lender under the CTA entered into on February 27, 2025, we have undertaken not to utilize more than ZAR 5.0 million ($0.3 million) of the Nedbank Facility.

Long-term borrowings

We have aggregate long-term borrowings outstanding of ZAR 3.6 billion ($217.1 million translated at exchange rates as of December 31, 2025) as described in Note 12. These borrowings include outstanding long-term borrowings obtained by Lesaka SA of ZAR 3.1 billion, which were used to refinance our previous long-term borrowings. We have utilized all of these long-term borrowings.
As of December 31, 2025, we also have a revolving credit facility, of ZAR 400.0 million which is utilized to fund a portion of our merchant finance loans receivable book and an asset backed facility of ZAR 227.0 million which is utilized to partially fund the acquisition of POS devices and vaults.

Restricted cash

We have also entered into cession and pledge agreements with Nedbank related to our Nedbank indirect credit facilities and we have ceded and pledged certain bank accounts to Nedbank. The funds included in these bank accounts are restricted as they may not be withdrawn without the express permission of Nedbank. Our cash, cash equivalents and restricted cash presented in our consolidated statement of cash flows as of December 31, 2025, includes restricted cash of $0.1 million that has been ceded and pledged.

Arrangement with African Bank to fund our ATMs

In September 2024, we entered into an arrangement with African Bank Limited (“African Bank”) and certain cash-in-transit service providers to fund our ATMs. Under this arrangement, African Bank will use its cash resources to fund our ATMs and it is

specifically recorded that the cash in our ATMs are African Bank’s property. Therefore, as we have not utilized a facility to obtain the cash, and do not own or control the cash for an extended period of time, we do not record cash or cash equivalents and borrowings in our consolidated statement of financial position. Cash withdrawn from our ATMs by our EPE customers and other consumers are settled through the interbank settlement system from the ATM users bank account to African Bank’s bank accounts. We pay African Bank a monthly fee for the service provided which is calculated based on the cumulative daily outstanding balance of cash utilized multiplied by the South African prime interest rate less 1%. We are exposed to the risk of cash lost while it is in our ATMs (i.e. from theft) and are required to repay African Bank for any shortages.

Cash flows from operating activities

Second quarter

Net cash utilized in operating activities during the second quarter of fiscal 2026 was $10.9 million (ZAR 185.1 million) compared to net cash utilized of $9.2 million (ZAR 163.6 million) during the second quarter of fiscal 2025. Excluding the impact of income taxes, our cash utilized in operating activities during the second quarter of fiscal 2026 was adversely impacted by cash utilized for the significant net growth in our Consumer finance loans receivable book, which was partially offset by the positive contribution from our operating segments.

During the second quarter of fiscal 2026, we paid second provisional South African tax payments of $4.2 million (ZAR 71.2 million). We also paid taxes related to prior tax years in South Africa of $0.2 million (ZAR 2.7 million). We paid taxes totaling $0.1 million in other tax jurisdictions, primarily in Botswana during the second quarter of fiscal 2026. During the second quarter of fiscal 2025, we paid first provisional South African tax payments of $3.1 million (ZAR 56.3 million) related to our fiscal 2025 tax year.
During the second quarter of fiscal 2025, we paid taxes totaling $0.1 million in other tax jurisdictions, primarily in Botswana.

Taxes paid (refunded) during the second quarter of fiscal 2026 and 2025 were as follows:| Table 14 | Three months ended December 31, | | | |
| --- | --- | --- | --- | --- |
| | 2025 | 2024 | 2025 | 2024 |
| | $ | $ | ZAR | ZAR |
| | ’000 | ’000 | ’000 | ’000 |
| First provisional payments | 4,232 | 3,088 | 71,219 | 56,264 |
| Taxation paid related to prior years | 154 | 93 | 2,663 | 1,660 |
| Tax refund received | (32) | - | (560) | - |
| Total South African taxes paid | 4,354 | 3,181 | 73,322 | 57,924 |
| Foreign taxes paid | 74 | 72 | 1,264 | 1,332 |
| Total tax paid | 4,428 | 3,253 | 74,586 | 59,256 |

First half

Net cash used in operating activities during the first half of fiscal 2026 was $2.0 million (ZAR 34.6 million) compared to net cash used in operating activities of $13.3 million (ZAR 236.7 million) during the fiscal half of fiscal 2024. Excluding the impact of income taxes, our cash used in operating activities during the first half of fiscal 2026 was adversely impacted by cash utilized for the significant net growth in our Consumer finance loans receivable book, which was partially offset by the positive contribution from our operating segments.

During the first half of fiscal 2026, we paid first provisional South African tax payments of $4.3 million (ZAR 72.0 million)
related to our 2026 tax year. We also paid second provisional South African tax payments of $0.3 million (ZAR 4.9 million) primarily

related to certain of our recently acquired subsidiaries that have not yet aligned their tax year to our June 30 tax year end. We also paid taxes related to prior tax years in South Africa of $0.5 million (ZAR 8.4 million). We paid taxes totaling $0.1 million in other tax jurisdictions, primarily in Namibia and Botswana during the first half of fiscal 2026. During the first half of fiscal 2025, we paid first provisional South African tax payments of $3.1 million (ZAR 56.3 million) related to our 2025 tax year. We also paid taxes totaling $0.1 million in other tax jurisdictions, primarily in Botswana during the first half of fiscal 2025.

Taxes paid (refunded) during the first half of fiscal 2026 and 2025 were as follows:| Table 15 | Six months ended December 31, | | | |
| --- | --- | --- | --- | --- |
| | 2025 | 2024 | 2025 | 2024 |
| | $ | $ | ZAR | ZAR |
| | ‘000 | ‘000 | ‘000 | ‘000 |
| First provisional payments | 4,278 | 3,088 | 72,040 | 56,264 |
| Second provisional payments | 284 | - | 4,936 | - |
| Taxation paid related to prior years | 484 | 93 | 8,426 | 1,660 |
| Tax refund received | (52) | (113) | (909) | (2,053) |
| Total South African taxes paid | 4,994 | 3,068 | 84,493 | 55,871 |
| Foreign taxes paid | 144 | 140 | 2,507 | 2,545 |
| Total tax paid | 5,138 | 3,208 | 87,000 | 58,416 |

Cash flows from investing activities

Second quarter

Cash used in investing activities for the second quarter of fiscal 2026 included capital expenditures of $3.9 million (ZAR 66.5 million), primarily due to the acquisition of vaults and POS devices. We also incurred expenditures of $1.0 million (ZAR 17.1 million), primarily related to the capitalization of development costs, during the second quarter of fiscal 2026. We also received $3.0 million from the disposal of Cell C.

Cash used in investing activities for the second quarter of fiscal 2025 included capital expenditures of $6.3 million (ZAR 112.8 million), primarily due to the acquisition of vaults and POS devices. We also incurred expenditures of $0.4 million (ZAR 7.6 million), primarily related to the capitalization of development costs, during the second quarter of fiscal 2025. During the second quarter of fiscal 2025, we paid $4.0 million related to acquisition of certain businesses, including Adumo.

First half

Cash used in investing activities for the first half of fiscal 2026 included capital expenditures of $7.9 million (ZAR 137.4 million), primarily due to the acquisition of vaults and POS devices. We also incurred expenditures of $2.1 million (ZAR 37.3 million), primarily related to the capitalization of development costs, during the first half of fiscal 2026. We also received $3.0 million from the disposal of Cell C.

Cash used in investing activities for the first half of fiscal 2025 included capital expenditures of $10.3 million (ZAR 183.0 million), primarily due to the acquisition of vaults. We also incurred expenditures of $0.6 million (ZAR 10.7 million), primarily related to the capitalization of development costs, during the first half of fiscal 2025. During the first half of fiscal 2025, we paid $4.0 million related to acquisition of certain businesses, including Adumo.

Cash flows from financing activities

Second quarter

During the second quarter of fiscal 2026, we utilized $20.5 million from our South African general banking facilities to partially fund the growth of our Consumer lending book, and repaid $12.4 million. We utilized $1.3 million of our long-term borrowings to finance the acquisition of POS devices and vehicles to fund our Merchant lending book. We repaid $1.2 million of long-term borrowings and in accordance with our repayment schedule under our asset-based facilities. We also paid $0.3 million to repurchase shares from employees in order for the employees to settle taxes due related to the vesting of shares of restricted stock.

During the second quarter of fiscal 2025, we utilized $48.9 million from our South African overdraft facilities to fund our ATMs and our cash management business through Connect, and repaid $4.5 million of those facilities. We utilized $12.9 million of our long-

term borrowings to settle a portion of the Adumo purchase consideration, pay certain transaction expenses, repay Adumo’s borrowings, repurchase shares of our common stock, fund the acquisition of certain capital expenditures and for working capital requirements. We repaid $8.3 million of long-term borrowings in accordance with our repayment schedule and paid $7.2 million to settle Adumo’s borrowings. We also paid an origination fee of $0.4 million to secure additional borrowings as well as paid dividends to the noncontrolling interest of $0.3 million.

First half

During the first half of fiscal 2026, we utilized $48.5 million from our South African general banking facilities to partially fund the growth of our Consumer lending book, and repaid $53.1 million. We utilized $4.0 million of our long-term borrowings to finance the acquisition of POS devices and vehicles to fund our Merchant lending book. We repaid $2.4 million of long-term borrowings and in accordance with our repayment schedule under our asset-based facilities. We paid fees of $0.03 million related to the September 2025 refinance of our facility to fund the growth of Merchant lending book. We also paid $0.3 million to repurchase shares from employees in order for the employees to settle taxes due related to the vesting of shares of restricted stock.

During the first half of fiscal 2025, we utilized $72.7 million from our South African overdraft facilities to fund our ATMs and our cash management business through Connect, and repaid $34.4 million of those facilities. We utilized $12.9 million of our

borrowings to settle a portion of the Adumo purchase consideration, pay certain transaction expenses, repay Adumo’s borrowings, repurchase shares of our common stock, fund the acquisition of certain capital expenditures and for working capital requirements. We repaid $6.6 million of long-term borrowings in accordance with our repayment schedule, paid $7.2 million to settle Adumo’s borrowings, and settled a portion of our revolving credit facility utilized. We also paid an origination fee of $0.4 million to secure additional borrowings as well as paid dividends to the non-controlling interest of $0.3 million.

Off-Balance Sheet Arrangements

We have no off -balance sheet arrangements.

Capital Expenditures

We expect capital spending for the third quarter of fiscal 2026 to primarily include spending for acquisition of POS devices, vaults, computer software, computer and office equipment, as well as for our ATM infrastructure and branch network in South Africa.

Our capital expenditures for the second quarter of fiscal 2026 and 2025 are discussed under “—Liquidity and Capital Resources— Cash flows from investing activities.” Our capital expenditures for the past three fiscal years were funded through internally generated funds, or our asset-backed borrowing arrangements. We had outstanding capital commitments as of December 31, 2025, of $0.1 million. We expect to fund these expenditures through internally generated funds and available facilities.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

In addition to the tables below, see Note 5 to the unaudited condensed consolidated financial statements for a discussion of market risk.

We have short and long-term borrowings in South Africa which attract interest at rates that fluctuate based on changes in the South African prime and 3-month JIBAR interest rates. The following table illustrates the effect on our annual expected interest charge, translated at exchange rates applicable as of December 31, 2025, as a result of changes in the South African prime and 3-month JIBAR interest rates, using our outstanding short and long-term borrowings as of December 31, 2025. The effect of a hypothetical 1% (i.e.
100 basis points) increase and a 1% decrease in the interest rates applicable to the borrowings as of December 31, 2025, are shown.
The selected 1% hypothetical change does not reflect what could be considered the best- or worst-case scenarios.

Table 16As of December 31, 2025| | | | | | Estimated annual | |
| --- | --- | --- | --- | --- | --- | --- |
| | | | | | expected interest | |
| | | | | | charge after | |
| | Annual expected | | Hypothetical | | hypothetical change | |
| | interest charge | | change in | | in interest rates | |
| | ($ ’000) | | interest rates | | ($ ’000) | |
| Interest on South African borrowings | | 23,913 | | 1% | | 26,304 |
| | | | | (1%) | | 21,522 |

Item 4. Controls and Procedures

Under the supervision and with the 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)
promulgated under the Securities Exchange Act of 1934, as amended, as of December 31, 2025.

We previously identified and disclosed in Part II, Item 9A of our Annual Report on Form 10-K for the year ended June 30, 2025, material weaknesses in our internal control over financial reporting related to:
(1)Our Consumer lending process, specifically insufficient risk assessment and monitoring activities relating to changes in

systems and processes that could impact our system of internal control, insufficient controls over internal information and information from service organizations, insufficient design and implementation of information technology general controls (“ITGCs”), and controls over service organizations, resulting in ineffective process level and automated controls, including a lack of validation of the completeness and accuracy of information used within the process;
(2)Our payroll process, specifically insufficient risk assessment and monitoring activities relating to changes over the transfer of ownership to the centralized payroll processes that could impact the system of internal control, insufficient controls over information from service organizations, insufficient design and implementation of ITGCs, controls over service organizations resulting in ineffective process level and automated controls including a lack of validation of the completeness and accuracy of information used within this process;
(3)Our annual goodwill impairment process, specifically related to insufficient risk assessments and ineffective design and implementation of controls resulting in ineffective process level controls;
(4)Our business combination process, specifically insufficient risk assessments and ineffective design and implementation of controls over the purchase price allocation of the Adumo and Recharger acquisitions including insufficient controls over information resulting in ineffective process level controls including a lack of validation of the completeness and accuracy of information used;
(5)Our revenue recognition process relating to prepaid airtime sold and processing fees relating to certain agreements, specifically insufficient risk assessment and ineffective design and implementation of controls related to our judgement over revenue recognized either as principal versus as agent resulting in ineffective controls and a material misstatement as well as the requirement to restate revenue, cost of goods sold, IT processing, servicing and support and related disclosures for all quarters as described below;
(6)Our journal entry process, specifically relating to insufficient risk assessments, and ineffective design and implementation of controls including insufficient controls over information resulting in ineffective process level controls including a lack of validation of the completeness of the journal entry population and a lack of validation of the completeness and accuracy of information used within the process; and (7)An insufficient number of experienced and trained resources and an insufficient understanding of the application of internal controls over financial reporting across the Southern African businesses resulting in ineffective design and implementation of internal controls.

As a result of insufficient time in implementing all procedures to remediate the material weaknesses discussed in our Annual Report on Form10-K for our fiscal year ended June 30, 2025 (as described above), the Executive Chairman and the group chief financial officer concluded that our disclosure controls and procedures were not effective as of December 31, 2025.

Notwithstanding the previously identified material weaknesses, management believes the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial condition, results of operations and cash flows as of and for the periods presented in accordance with GAAP.

Remediation Plan

Management has made significant progress and continues to actively work on remediating the identified material weakness and remains committed to remediating the material weakness in a timely manner. Our remediation process is ongoing and includes, but is not limited to, the following steps:
(1)implementing our comprehensive remediation plan that encompasses specific actions aimed at embedding accountability

with control owners as well as training related to the operation and importance of internal controls over financial reporting, including the principles and requirements of each control, with a focus on the impacted processes, controls over service organizations, ITGCs, other process level controls and embedding accountability on a process and controls level;
(2)mandating improved risk assessment procedures with governance requirements upon implementing new systems within our company together with the design, implementation and monitoring of control activities;
(3)the recruitment of additional appropriately skilled resources across the Finance and Risk and Compliance disciplines coupled with the further upskilling and training of existing resources responsible for the execution of key controls as well as a focus on a greater degree of automation of controls throughout the organization;
(4)embedding of controls compliance in the key performance indicators of senior executives across the business; and (5)collaborating closely with internal and external assurance partners to ensure the robustness of our remediation plan.

The remediation plan with respect to the material weaknesses identified for the year ended June 30, 2025 may be adjusted as is appropriate, as we continue to evaluate and enhance our internal control over financial reporting. Other than the design and implementation of the remediation plan, there have not been any changes in our internal control over financial reporting during the fiscal quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II. Other Information

Item 1. Legal Proceedings

We are, from time to time, subject to claims and suits, or threats of claims or suits, relating to our business, including claims for damages for personal injuries, breach of contract and employment related claims. In certain of these actions, plaintiffs request payment

for damages, including punitive damages, which may not be covered by insurance or may otherwise have a material adverse effect on our business or results of operations. For a description of certain of these matters, refer to Item 3, “Legal Proceedings,” in our Annual Report on Form 10-K for the year ended June 30, 2025. There have been no material developments in these matters during the three and six months ended December 31, 2025. In the opinion of management, we are not currently a party to any proceedings that would have a material adverse effect on our business, financial condition, or results of operations.

Item 1A. Risk Factors

See “Item 1A RISK FACTORS” in Part I of our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, for a discussion of risk factors relating to (i) our business, (ii) operating in South Africa and other foreign markets, (iii) government regulation, and (iv) our common stock. Except as set forth below, there have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

We may identify additional errors related to our Value Added Tax (VAT) processes, indirect tax positions, or similar transaction-level tax matters, which could require future adjustments to our financial statements.

During the current quarter we identified errors in the historical VAT treatment of certain gaming voucher transactions within our Merchant business. Although we have completed an initial review of the matter and determined to correct the identified errors through revisions to our previously issued financial statement, our review is ongoing. Refer to Note 1 to our unaudited condensed consolidated financial statements for additional information. The error arose from the incorrect application of indirect tax rules, the configuration of underlying systems, and operational practices involving downstream vendors.

While we are implementing remedial actions, enhancing controls, and conducting further analyses with our external advisors, there is a risk that we have not yet identified all errors associated with this matter. Additional issues may be discovered as we continue to evaluate historical periods, refine our technical tax conclusions, or integrate updated processes into our systems. Moreover, similar errors could exist in accounting and reporting for other indirect tax transactions particularly where our business involves complex multi-party arrangements, voucher products, commissions, or activities involving non-registered VAT vendors.

Identification of additional errors may require us to record further adjustments, amend or restate previously issued financial statements, update our tax filings, or make additional payments of tax, penalties, or interest. Any such developments could result in increased compliance costs, additional administrative burdens, diversion of management attention, or investor perceptions of weaknesses in our financial reporting or tax compliance processes. If material, additional errors could also adversely affect our financial condition, results of operations, liquidity, or internal control over financial reporting.

Our failure to prepare and timely file our periodic reports with the SEC limits our access to the public markets to raise debt

or equity capital.

Form S-3 permits eligible issuers to conduct registered offerings using a short form registration statement that allows the issuer to incorporate by reference its past and future filings and reports made under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, Form S-3 enables eligible issuers to conduct primary offerings “off the shelf” under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”). The shelf registration process, combined with the ability to forward incorporate information, allows issuers to avoid delays and interruptions in the offering process and to access the capital markets in a more expeditious and efficient manner than raising capital in a standard registered offering pursuant to a Registration Statement on Form S-1. The ability to register securities for resale may also be limited as a result of the loss of Form S-3 eligibility.

We did not file our 2025 Form 10-K within the timeframe required by the SEC; thus, we have not remained current in our reporting requirements with the SEC. Although we regained status as a current filer by filing our Form 10-K/A to amend our 2025 Form 10-K, we are currently ineligible to file new short form registration statements on Form S-3 and, absent a waiver of the Form S- 3 eligibility requirements, we are no longer permitted to use our existing registration statements on Form S-3. If we wish to pursue an offering now, we would be required to conduct the offering on an exempt basis, such as in accordance with Rule 144A, or file a registration statement on Form S-1. Using a Form S-1 registration statement for a public offering would likely take significantly longer than using a registration statement on Form S-3 and increase our transaction costs, and could, to the extent we are not able to conduct offerings using alternative methods, adversely impact our ability to raise capital or complete acquisitions of other companies in a timely manner.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On September 2, 2025, our board of directors approved a share repurchase authorization to repurchase up to an aggregate of $15 million of our common stock. The authorization has no expiration date.

The table below presents information relating to purchases of shares of our common stock during the second quarter of fiscal 2026:

Table 17(a)(b)(c)(d)| | | | | | | Total number of shares | Maximum dollar value of | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | Total number | | Average price | purchased as part of publicly | | shares that may yet be | | |
| | | of shares | | paid per share | | announced plans or | purchased under the plans | | |
| | Period | purchased | | (US dollars) | | programs | | or programs | |
| Oct 1, 2025 - Oct 31, 2025 | | | - | | - | | - | | 15,000,000 |
| Nov 1, 2025 - Nov 30, 2025 | | (1) | 49,614 | | 3.83 | | - | | 15,000,000 |
| Dec 1, 2025 - Dec 31, 2025 | | (2) | 20,519 | | 3.95 | | - | | 15,000,000 |
| Total | | | 70,133 | | | | - | | |

(1) Relates to the delivery of 49,614 shares of our common stock in November 2025 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.
(2) Relates to the delivery of 20,519 shares of our common stock in December 2025 to us by certain of our employees to settle their income tax liabilities. Excludes 306,767 shares of common stock obtained as purchase consideration from the disposal of a subsidiary during December 2025. These shares do not reduce the repurchase authority under the share repurchase program.

We completed an acquisition on December 1, 2025, in which a portion of the consideration for the acquisition consisted of the unregistered issuance of shares of our common stock. The aggregate consideration paid at closing in this acquisition included 76,716 shares of our common stock, valued at $0.3 million as of the acquisition date.

The shares of common stock issued in this transaction were issued in reliance upon the exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the Securities Act) and Regulation S under the Securities Act, as the shares were issued to the owners of the business acquired in privately negotiated transactions not involving any public offering or solicitation.

For additional information about this acquisition, see Note 2 of the Notes to Condensed Consolidated Financial Statements in Item 1. Financial Statements of Part I of this Quarterly Report.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. 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 December 31, 2025, no officers or directors, as defined in Rule 16a-1(f),adopted, modified, orterminateda “Rule 10b5-1 trading arrangement” or a “non-Rule10b5-1trading arrangement,” as defined in Item 408 of Regulation S-K.

Item 6. Exhibits

The following exhibits are filed as part of this Form 10-Q:

Incorporated by Reference Herein

ExhibitIncluded

No.Description of ExhibitHerewithFormExhibitFiling Date

Certification of Principal Executive Officer pursuant to 31.1Rule 13a-14(a) under the Exchange ActX Certification of Principal Financial Officer pursuant to Rule 31.213a-14(a) under the Exchange ActX 32Certification pursuant to 18 USC Section 1350X 101.INSXBRL Instance DocumentX 101.SCHXBRL Taxonomy Extension SchemaX 101.CALXBRL Taxonomy Extension Calculation LinkbaseX 101.DEFXBRL Taxonomy Extension Definition LinkbaseX 101.LABXBRL Taxonomy Extension Label LinkbaseX 101.PREXBRL Taxonomy Extension Presentation LinkbaseX 104Cover page formatted as Inline XBRL and contained in Exhibit 101

Indicates a management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 4, 2026.

LESAKA TECHNOLOGIES, INC.
By: /s/ Ali Mazanderani

Ali Mazanderani

Executive Chairman By: /s/ Dan Smith

Dan Smith

Group Chief Financial Officer, Treasurer and Secretary

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