Amendment to Quarterly Report (Form 10-Q/A)

This Amendment No. 1 on Form 10-Q/A ("Amendment No. 1") amends the Quarterly Report on Form 10-Q of Lesaka Technologies,

Inc. (the "Company") for the quarter ended September 30, 2024, as originally filed with the Securities and Exchange Commission (the

"SEC") on November 6, 2024, (the "Original Filing").

On September 10, 2025, the Company filed a Current Report on Form 8-K under Item 4.02(a) with the SEC relating to the Original

Filing. This Amendment No. 1 amends the Original Filing to reflect the restatement of the Company's unaudited condensed

consolidated financial statements for the three months ended September 30, 2024, in order to correct an error related to the Company's

accounting for revenue, as more fully described in Note 1 to the unaudited condensed consolidated financial statements contained in

this Amendment No. 1. In correcting the misstatement in this Amendment No. 1, the Company has also revised other financial

statement line item amounts, including but not limited to its long-term borrowings and current portion of long-term borrowings to

revise its presentation between these accounts as a result of a misclassification identified during the three and nine months ended

March 31, 2025, refer to Note 1 for additional information. Additionally, conforming changes occur throughout this filing because of

the changes to the unaudited condensed consolidated financial statements.

In addition, we have filed an amendment to our Quarterly Reports on Form 10-Q for quarterly periods ended December 31, 2024,

originally filed with the SEC on February 5, 2025; and March 31, 2025, originally filed with the SEC on May 7, 2025.

Internal Control Considerations

Management has reassessed its evaluation of the effectiveness of its internal control over financial reporting as of September 30, 2024,

as further described in Part I, Item 4 of this Amendment, and concluded that material weaknesses existed and that internal control over

financial reporting was not effective as of September 30, 2024.

Items Amended in this Form 10-Q/A

For ease of reference, this Amendment No. 1 amends and restates the Original Filing in its entirety. Revisions to the Original Filing

have been made to the following sections:

•Part I, Item 1 - Financial Statements

•Part I, Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations

•Part I, Item 4 - Controls and Procedures

•Part II, Item 1A. - Risk Factors

•Part II, Item 6 - Exhibits

In addition, this Form 10-Q/A updates the signature page. In accordance with Rule 12b-15 under the Securities Exchange Act of 1934,

the Company is also including with this Form 10-Q/A new certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act

of 2022 from the Company's Executive Chairman (as principal executive officer) and Group Chief Financial Officer (as principal

financial officer) dated as of the filing date of this Form 10-Q/A (included in Part II, Item 6. "Exhibits" and attached as Exhibits 31.1,

31.2, and 32).

Except as described above, this Form 10-Q/A is presented as of the date of the Original Filing and does not substantively amend,

update or change any other items or disclosures contained in the Original Filing. Accordingly, this Form 10-Q/A does not reflect or

purport to reflect any information or events occurring subsequent to November 6, 2024, the filing date of the Original Filing, unless

specifically noted herein, or otherwise modify or update those disclosures affected by subsequent events, except to the extent they are

otherwise required to be included and discussed herein. Among other things, forward-looking statements made in the Original Filing

have not been revised to reflect events, results or developments that occurred or facts that became known to the Company after the

date of the Original Form 10-Q, other than the restatement.

Accordingly, this Form 10-Q/A should be read in conjunction with the Company's filings with the SEC that were made after the filing

of the Original Filing including any amendments to those filings. This Form 10-Q/A should be read with the Annual Report on Form

10-K filed with the SEC on or about September 29, 2025.

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 September 30, 2024 and June

30, 2024

Unaudited Condensed Consolidated Statements of Operations for the three months ended

September 30, 2024 (as restated) and 2023

Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income for the

three months ended September 30, 2024 and 2023

Unaudited Condensed Consolidated Statement of Changes in Equity for the three months

ended September 30, 2024 and 2023

Unaudited Condensed Consolidated Statements of Cash Flows for the three months

ended September 30, 2024 and 2023

Notes to Unaudited Condensed Consolidated Financial Statements

(as restated)

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

Part II. OTHER INFORMATION

Item 1A.

Risk Factors

Item 5.

Other Information

Item 6.

Exhibits

Signatures

EXHIBIT 2.2

EXHIBIT 39

EXHIBIT 40

EXHIBIT 41

Part I. Financial information

Item 1. Financial Statements

LESAKA TECHNOLOGIES, INC.

Unaudited Condensed Consolidated Balance Sheets

September 30,

June 30,

2024

(A)

2024

(B)

(In thousands, except share data)

ASSETS

CURRENT ASSETS

Cash and cash equivalents

$

49,687

$

59,065

Restricted cash related to ATM funding and credit facilities (Note 8)

6,853

Accounts receivable, net and other receivables (Note 2)

29,825

36,667

Finance loans receivable, net (Note 2)

47,017

44,058

Inventory (Note 3)

20,194

18,226

Total current assets before settlement assets

146,845

164,869

Settlement assets

20,469

22,827

Total current assets

167,314

187,696

PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of - September: $

50,532

June:

$

49,762

34,481

31,936

OPERATING LEASE RIGHT-OF-USE (Note 16)

7,411

7,280

EQUITY-ACCOUNTED INVESTMENTS (Note 5)

GOODWILL (Note 6)

146,577

138,551

INTANGIBLE ASSETS, NET (Note 6)

114,052

111,353

DEFERRED INCOME TAXES

3,734

3,446

OTHER LONG-TERM ASSETS, including equity securities (Note 5 and 7)

78,075

77,982

TOTAL ASSETS

551,889

558,450

LIABILITIES

CURRENT LIABILITIES

Short-term credit facilities for ATM funding (Note 8)

-

6,737

Short-term credit facilities (Note 8)

9,895

9,351

Accounts payable

12,815

16,674

Other payables (Note 9)

45,923

56,051

Operating lease liability - current (Note 16)

2,600

2,343

Current portion of long-term borrowings (Note 8)

16,384

15,719

Income taxes payable

1,488

Total current liabilities before settlement obligations

89,105

107,529

Settlement obligations

19,899

22,358

Total current liabilities

109,004

129,887

DEFERRED INCOME TAXES

39,345

38,128

OPERATING LEASE LIABILITY - LONG TERM (Note 16)

4,968

5,087

LONG-TERM BORROWINGS (Note 8)

132,136

127,467

OTHER LONG-TERM LIABILITIES, including insurance policy liabilities (Note 7)

2,790

2,595

TOTAL LIABILITIES

288,243

303,164

REDEEMABLE COMMON STOCK

79,429

79,429

EQUITY

COMMON STOCK (Note 10)

Authorized:

200,000,000

with $

0.001

par value;

Issued and outstanding shares, net of treasury - September:

64,301,943

June:

64,272,243

PREFERRED STOCK

Authorized shares:

50,000,000

with $

0.001

par value;

Issued and outstanding shares, net of treasury: September:

-

June:

-

-

-

ADDITIONAL PAID-IN-CAPITAL

346,016

343,639

TREASURY SHARES, AT COST: September:

25,563,808

June:

25,563,808

(289,733)

(289,733)

ACCUMULATED OTHER COMPREHENSIVE LOSS (Note 11)

(177,830)

(188,355)

RETAINED EARNINGS

305,681

310,223

TOTAL LESAKA EQUITY

184,217

175,857

NON-CONTROLLING INTEREST

-

-

TOTAL EQUITY

184,217

175,857

TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND SHAREHOLDERS' EQUITY

$

551,889

$

558,450

See Notes to Unaudited Condensed Consolidated Financial Statements

LESAKA TECHNOLOGIES, INC.

Unaudited Condensed Consolidated Statements of Operations

Three months ended

September 30,

2024

2023

(As

restated)

(A)

(In thousands, except per share

data)

REVENUE (Note 15)

$

153,568

$

136,089

EXPENSE

Cost of goods sold, IT processing, servicing and support

118,909

107,490

Selling, general and administration

26,726

22,515

Depreciation and amortization

6,276

5,856

Transaction costs related to Adumo acquisition (Note 20)

1,702

-

OPERATING (LOSS) INCOME

(45)

REVERSAL OF (ALLOWANCE) OF EMI DOUBTFUL DEBT (Note 2 and 5)

-

INTEREST INCOME

INTEREST EXPENSE

5,032

4,909

LOSS BEFORE INCOME TAX EXPENSE

(4,491)

(3,982)

INCOME TAX EXPENSE (Note 18)

NET LOSS BEFORE EARNINGS (LOSS) FROM EQUITY-ACCOUNTED INVESTMENTS

(4,569)

(4,246)

EARNINGS (LOSS) FROM EQUITY-ACCOUNTED INVESTMENTS (Note 5)

(1,405)

NET LOSS

$

(4,542)

$

(5,651)

Net loss per share, in United States dollars

(Note 13):

Basic loss attributable to Lesaka shareholders

$

(0.07)

$

(0.09)

Diluted loss attributable to Lesaka shareholders

$

(0.07)

$

(0.09)

(A) Revenue and Cost of goods sold, IT processing, servicing and support have been restated to correct the misstatements 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 ended

September 30,

2024

2023

(In thousands)

Net loss

$

(4,542)

$

(5,651)

Other comprehensive income (loss), net of taxes

Movement in foreign currency translation reserve

10,525

(844)

Movement in foreign currency translation reserve related to equity-accounted

investments

-

Total other comprehensive income (loss), net of taxes

10,525

(355)

Comprehensive income (loss)

5,983

(6,006)

Add comprehensive loss attributable to non-controlling interest

-

-

Comprehensive income (loss) attributable to Lesaka

$

5,983

$

(6,006)

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

Shares

Amount

Number of

Treasury

Shares

Treasury

Shares

Number of

shares, net of

treasury

Additional

Paid-In

Capital

Retained

Earnings

Accumulated

other

comprehensive

loss

Total

Lesaka

Equity

Non-

controlling

Interest

Total

Redeemable

common

stock

For the three months ended September 30, 2023 (dollar amounts in thousands)

Balance - July 1, 2023

88,884,532

$

(25,244,286)

$

(288,238)

63,640,246

$

335,696

$

327,663

$

(195,726)

$

179,478

$

-

$

179,478

$

79,429

Exercise of stock options

6,793

-

6,793

Stock-based compensation charge

(Note 12)

-

1,768

1,768

1,768

Reversal of stock-based compensation

charge (Note 12)

(8,127)

(8,127)

(9)

(9)

(9)

Stock-based compensation charge

related to equity-accounted investment

(Note 5)

-

Net loss

-

(5,651)

(5,651)

-

(5,651)

Other comprehensive loss (Note 11)

(355)

(355)

-

(355)

Balance - September 30, 2023

88,883,198

$

(25,244,286)

$

(288,238)

63,638,912

$

337,490

$

322,012

$

(196,081)

$

175,266

$

-

$

175,266

$

79,429

LESAKA TECHNOLOGIES, INC.

Unaudited Condensed Consolidated Statements of Changes in Equity

Lesaka Technologies, Inc. Shareholders

Number of

Shares

Amount

Number of

Treasury

Shares

Treasury

Shares

Number of

shares, net of

treasury

Additional

Paid-In

Capital

Retained

Earnings

Accumulated

other

comprehensive

loss

Total

Lesaka

Equity

Non-

controlling

Interest

Total

Redeemable

common

stock

For the three months ended September 30, 2024 (dollar amounts in thousands)

Balance - July 1, 2024

89,836,051

$

(25,563,808)

$

(289,733)

64,272,243

$

343,639

$

310,223

$

(188,355)

$

175,857

$

-

$

175,857

$

79,429

Restricted stock granted (Note 12)

32,800

32,800

-

-

Stock-based compensation charge

(Note 12)

-

-

2,377

2,377

2,377

Reversal of stock-based compensation

charge (Note 12)

(3,100)

(3,100)

-

-

-

Net loss

(4,542)

(4,542)

-

(4,542)

Other comprehensive income (Note

11)

10,525

10,525

-

10,525

Balance - September 30, 2024

89,865,751

$

(25,563,808)

$

(289,733)

64,301,943

$

346,016

$

305,681

$

(177,830)

$

184,217

$

-

$

184,217

$

79,429

LESAKA TECHNOLOGIES, INC.

Unaudited Condensed Consolidated Statements of Cash Flows

Three months ended

September 30,

2024

2023

(In thousands)

Cash flows from operating activities

Net loss

$

(4,542)

$

(5,651)

Depreciation and amortization

6,276

5,856

Movement in allowance for doubtful accounts receivable and finance loans receivable

1,499

1,525

(Earnings) Loss from equity-accounted investments (Note 5)

(27)

1,405

Movement in allowance for doubtful loans to equity-accounted investments

-

(250)

Fair value adjustment related to financial liabilities

(34)

Interest payable

1,693

1,764

Facility fee amortized

Profit on disposal of property, plant and equipment

(27)

(36)

Stock-based compensation charge (Note 12)

2,377

1,759

Decrease (Increase) in accounts receivable and other receivables

7,692

(2,345)

Increase in finance loans receivable

(1,590)

(488)

Increase in inventory

(889)

(479)

(Decrease) Increase in accounts payable and other payables

(17,177)

Increase in taxes payable

Decrease in deferred taxes

(446)

(562)

Net cash (used in) provided by operating activities

(4,137)

3,374

Cash flows from investing activities

Capital expenditures

(3,965)

(2,809)

Proceeds from disposal of property, plant and equipment

Acquisition of intangible assets

(173)

(135)

Net change in settlement assets

3,570

(11,237)

Net cash provided by (used in) investing activities

(13,897)

Cash flows from financing activities

Proceeds from bank overdraft (Note 8)

23,893

59,574

Repayment of bank overdraft (Note 8)

(31,028)

(62,793)

Long-term borrowings utilized (Note 8)

2,471

Repayment of long-term borrowings (Note 8)

(5,472)

(2,629)

Proceeds from exercise of stock options

-

Net change in settlement obligations

(3,648)

10,696

Net cash (used in) provided by financing activities

(15,481)

7,340

Effect of exchange rate changes on cash

3,226

(443)

Net decrease in cash, cash equivalents and restricted cash

(16,110)

(3,626)

Cash, cash equivalents and restricted cash - beginning of period

65,919

58,632

Cash, cash equivalents and restricted cash - end of period (Note 14)

$

49,809

$

55,006

See Notes to Unaudited Condensed Consolidated Financial Statements

LESAKA TECHNOLOGIES, INC

Notes to the Unaudited Condensed Consolidated Financial Statements

for the three months ended September 30, 2024 and 2023

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

2.

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)

4. 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 remained unchanged in recent quarters

and in September 2024, the South African Reserve Bank announced a 25-basis point reduction in the South African repurchase rate,

with further reductions expected in the short-term. Therefore, ignoring the impact of changes to the margin on its borrowings (refer to

Note 8), 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 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. 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.

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.

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

8. Borrowings (borrowings) (continued)

South Africa (continued)

RMB Bridge Facilities, comprising a short-term facility obtained in October 2024

On September 30, 2024, Lesaka SA entered into a Facility Letter (the "F2024 Facility Letter") with RMB to provided Lesaka SA

a ZAR

665.0

million funding facility (the "Facility"). The Facility has been used by Lesaka SA to (i) settle an amount of ZAR

232.2

due under the Adumo transaction (refer to Note 20); (ii) pay Crossfin Holdings (RF) Proprietary Limited ("Crossfin") ZAR

207.2

million under a share purchase agreement concluded between Lesaka SA and Crossfin Holdings ((refer also to Note 20)); (iii) pay an

amount of ZAR

147.5

million notified by Investec Bank Limited to Adumo and Lesaka SA as a result of the transaction described in

Note 20, and (iv) pay an origination fee of ZAR

7.6

million to RMB. The Facility also provides Lesaka with ZAR

70.0

million for

transaction -related expenses. Interest on the Facility is calculated at the prime rate plus

1.80

%. The Facility is unsecured and required

to be repaid in full on or before December 13, 2024.

Connect Facilities, comprising long-term borrowings and a short-term facility

As of September 30, 2024, the Connect Facilities include (i) an overdraft facility (general banking facility) of ZAR

170.0

million

(of which ZAR

170.0

million ($

9.9

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

700.0

million ($

40.7

million); (iii) Facility B of

ZAR

550.0

million ($

32.0

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

200.0

million ($

11.6

million) (of

which ZAR

138.1

million ($

8.0

million) has been utilized).

On October 29, 2024, the Company, through its wholly owned subsidiary Cash Connect Management Solutions (Pty) Ltd, entered

into an addendum to a facility letter with RMB, to obtain a ZAR

100.0

million temporary increase in its overdraft facility for a period

of approximately four months to specifically fund the purchase of prepaid airtime vouchers. This temporary increase is repayable in

equal daily instalments which commenced at the end of October 2024 and end of February 15, 2025.

CCC Revolving Credit Facility, comprising long-term borrowings

As of September 30, 2024, the amount of the CCC Revolving Credit Facility was ZAR

300.0

million (of which ZAR

215.5

million has been utilized). Interest on the Revolving Credit Facility is payable on the last business day of each calendar month and is

based on the South African prime rate in effect from time to time plus a margin of

0.95

% per annum.

RMB facility, comprising indirect facilities

As of September 30, 2024, the aggregate amount of the Company's short-term South African indirect credit facility with RMB

was ZAR

135.0

million ($

7.1

million), which includes facilities for guarantees, letters of credit and forward exchange contracts. As of

September 30, 2024 and June 30, 2024, the Company had utilized ZAR

33.1

million ($

1.9

million) and ZAR

33.1

million ($

1.8

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

135.0

million (June 30, 2024: ZAR

135.0

million) to enable the

bank to issue guarantees, letters of credit and forward exchange contracts (refer to Note 19).

Nedbank facility, comprising short-term facilities

As of September 30, 2024, the aggregate amount of the Company's short-term South African credit facility with Nedbank Limited

was ZAR

156.6

million ($

9.1

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

156.6

million ($

9.1

million), which include guarantees, letters of credit and forward exchange contracts.

As of September 30, 2024 and June 30, 2024, the Company had utilized ZAR

2.1

million ($

0.1

million) and ZAR

2.1

million

($

0.1

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

156.6

million (June 30, 2024: ZAR

156.6

million) to enable

the bank to issue guarantees, letters of credit and forward exchange contracts (refer to Note 19).

Other includes deferred income, client deposits and other payables.

20. Acquisitions (continued)

2025 Acquisitions (continued)

October 2024 acquisition of Adumo (continued)

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, 2024,

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.

Restatement

As previously described in the Explanatory Note above and in Note 1 to our unaudited condensed consolidated financial

statements, we have restated our previously issued unaudited condensed consolidated financial statements and related notes as of

September 30, 2024, and for the three months ended September 30, 2024. As a result, the previously reported financial information as

of and for the three months ended September 30, 2024 in this Item 2, Management's Discussion and Analysis of Financial Condition

and Results of Operations has been updated to reflect the relevant restatement. Refer to Note 1 in our unaudited condensed consolidated

financial statements for additional information related to the restatement, including descriptions of the adjustments and the impacts on

our unaudited condensed consolidated financial statements.

Other than the effect of the restatement as described in Note 1 in our unaudited condensed consolidated financial statements, this

section has not been otherwise modified and does not reflect any information or events occurring after November 6, 2024, the filing

date of the Original Filing, or modify or update those disclosures affected by events that occurred at a later date or facts that

subsequently became known to the Company, except to the extent they are otherwise required to be included and discussed herein.

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, 2024. 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

Our mission at Lesaka is driven by a purpose to provide financial services and software to Southern Africa's underserviced

consumers (B2C) and merchants (B2B), improving people's lives and increasing financial inclusion in the markets in which we

operate. We offer a wide range of integrated payment solutions including transactional accounts (banking), lending, insurance, payouts,

cash management solutions, card acceptance, supplier payments, software services and bill payments. By providing a full-service

fintech platform in our connected ecosystem, we facilitate the digitization of commerce in our markets.

We experienced continued improvement in our financial and operational performance in the first quarter of fiscal 2025. Revenue

of $145.5 million (ZAR 2.6 billion) was at the mid-point of our revenue guidance and compares to $136.1 million (ZAR 2.5 billion)

in 2024.

Operating loss of $0.05 million (ZAR 0.3 million) includes the impact of $1.7 million (ZAR 30.0 million) one-off Adumo

transaction costs. We reported a net loss attributable to the company of $4.5 million (ZAR 81.0 million) during the first quarter of

fiscal 2025 compared with a net loss of $5.7 million (ZAR 105.6 million) during the first quarter of fiscal 2024.

Group Adjusted EBITDA of $9.4 million (ZAR 168.1 million) was at the mid-point of our guidance range, representing the ninth

successive quarter of Lesaka achieving or outperforming its Group Adjusted EBITDA guidance. Group Adjusted EBITDA is a non-

GAAP measure, refer to reconciliation below at "-Results of Operations -Use of Non-GAAP Measures".

We continue to broaden our product proposition and solve for both consumer and merchant pain-points.

Merchant Division

The year-on-year performance in our Merchant Division ("Merchant") is supported by the robust secular trends underpinning

financial inclusion, cash management and digitalization to empower micro-merchants, merchants and enterprise clients to transact

efficiently and fulfill their potential.

Performance in Merchant has been driven by:

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

Fiscal quarter ended September 30,

Q1

2025

Q1

2024

Q1

2023

2025

vs.

2024

2 year

CAGR

%

Approximate number of devices in deployment

89,040

77,000

57,000

16%

25%

Total Throughput for the quarter (ZAR billions)

9.9

7.2

5.9

38%

30%

Throughput for the quarter international money transfers

("IMT") (ZAR billions)

1.3

0.3

1.6

333%

(10%)

Throughput for the quarter supplier payments (ZAR billions)

3.2

0.6

60%

131%

Total throughput for the quarter excluding IMT and supplier

payments (ZAR billions)

5.4

4.9

3.7

10%

21%

1.

2025 includes approximately 5,430 devices attributable to the acquisition of Touchsides, effective May 1, 2024, which are

not enabled for VAS and supplier payments on the Kazang platform.

●

We had approximately 89,040 devices deployed at September 30, 2024, representing a 16% year-on-year growth

compared to approximately 77,000 devices as of September 30, 2023, and a 2-year CAGR of 25% compared to

September 30, 2022. This includes approximately 5,430 devices in Touchsides sites that are not yet enabled for VAS

and supplier payments on the Kazang platform.

●

Core to our device placement strategy is the decision to focus on quality business and optimizing our existing fleet,

which is reflected in a healthy throughput growth and margin per device.

●

VAS and supplier payments throughput increased 38% to R9.9 billion. We have separately disclosed supplier payments

from traditional VAS as it is becoming a material contributor to our throughput and attracts a lower gross profit margin.

Supplier payments is an important part of the micro -merchant ecosystem we are developing as part of our strategy to

provide a holistic offering to micro-merchants in informal markets.

●

VAS throughput, excluding IMT and supplier payments increased 10% to R5.4 billion. Our supplier payments

throughput increased by 60% year on year to R3.2 billion as we added further suppliers onto our platform. The

international money transfer throughput recovered significantly and is approaching the levels from quarter one fiscal

2022.

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

Fiscal quarter ended September 30,

Q1

2025

Q1

2024

Q1

2023

2025 vs.

2024

2 year

CAGR

%

Approximate number of devices in deployment

53,450

46,600

27,700

15%

39%

Total Throughput for the quarter (ZAR billions)

4.3

3.6

2.3

18%

36%

●

The trend towards digital payments continued year on year with a 15% increase in devices and a 18% increase in

throughput to R4.2 billion for the quarter

Our lending

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

Fiscal quarter ended September 30,

Q1

2025

Q1

2024

Q1

2023

2025

vs.

2024

2 year

CAGR

%

Total credit disbursed (ZAR millions)

(15%)

(14%)

Total net loan book size at period end

(ZAR millions)

(4%)

0%

Capital Connect credit disbursed

(ZAR millions)

(4%)

(7%)

Capital Connect loan book size at period end (ZAR

millions)

(3%)

4%

Kazang Pay Advance credit disbursed

(ZAR millions)

n/m

n/m

Kazang Pay Advance loan book size at period end (ZAR

millions)

n/m

n/m

●

Capital Connect disbursed ZAR 166 million during Q1 2025, compared to ZAR 173 million in the comparable period

last year, representing a 4% decrease, reflective of the deterioration in financial strength of our merchants compared to

a year ago. We have maintained our strict credit criteria during the high interest rate and inflationary cycle resulting in

less merchants qualifying for new or renewals of credit lines.

●

With a more positive political environment, the suspension of load-shedding and hopefully the start of an interest rate

down cycle, we are more optimistic this business can resume a growth trend reflective in the 8% increase in Capital

Connect disbursements this quarter compared to ZAR 154 million a quarter ago (quarter four fiscal 2024.)

●

Capital Connect's lending proposition is an important component in enabling the merchants we serve to compete and

grow. Since inception, Capital Connect has distributed more than ZAR 3 billion of funding to merchants and can provide

funding of up to ZAR 5 million in under 24 hours. Quick access to affordable and flexible opportunity capital is vital in

every stage of a merchant's lifecycle, enabling them to never miss an opportunity.

●

Kazang Pay Advance, our lending offering in the micro-merchant sector, was suspended in early fiscal 2024 following

the decision to discontinue the current product, especially in the high interest rate environment. We continued to explore

other options with respect to this offering with it now in live pilot phase. We are monitoring payment behavior on a

smaller loan book and applying stricter lending criteria before the official relaunch later in fiscal 2025.

Our cash management and digitalization

solutions effectively "puts the bank" in approximately 4,480 merchants' stores.

Fiscal quarter ended September 30,

Q1 2025

Q1 2024

Q1 2023

2025 vs.

2024

2 year

CAGR %

Approximate number of devices in deployment

4,480

4,400

4,200

2%

3%

Cash settlements (throughput) for the quarter (ZAR

billions)

28.7

27.6

27.5

4%

2%

o

Our cash business remains a vital product in our merchant offering and is a key differentiator for us in the

digitalization of cash. We provide robust cash vaults in the SME sector (Cash Connect) and are building a presence

in the micro-merchant sector (Kazang Vaults), which enables our merchant customer base to significantly mitigate

their operational risks pertaining to cash management and security.

o

Whilst there is trend towards digital payments, cash remains as the most significant portion of retail transactions

especially in informal markets. This business is primarily exposed to the mid-market SMEs, a sector which has

experienced challenges such as power outages, high price inflation and a slowdown in consumer spending, over the

past 24 months. This impacted the merchants we serve in this sector and resulted in increased bankruptcies and vault

upliftments which affected the net growth in the vault estate.

Consumer Division

In our Consumer Division we offer transactional accounts (banking), insurance, lending and payments solutions designed to

improve the lives of historically underserviced consumers and continue to deliver against our strategic focus areas underpinning our

growth strategy. Progress made on these levers: (i) growing active EasyPay Everywhere ("EPE") account numbers; (ii) increasing

average revenue per user ("ARPU") through cross-selling; (iii) cost optimization; and (iv) enhancing our product and service offering,

resulted in revenue and profitability growth in the Consumer Division in the first quarter of fiscal 2025.

Consumer

Fiscal quarter ended September 30,

Q1 2025

Q1 2024

Q1 2023

2025 vs.

2024

Transactional accounts (banking) - EasyPay Everywhere ("EPE")

Total active EPE transactional account base at quarter

end (millions)

1.5

1.3

1.2

14%

Total active EPE transactional account base at quarter

end - Permanent grant recipients (millions)

1.3

1.1

1.1

18%

Approximate Gross EPE account activations for the

quarter -Permanent grant recipients (number)

62,000

76,000

45,000

(19%)

Approximate Net EPE account activations for the

quarter - Permanent grant recipients (number)

26,000

42,000

3,000

(39%)

Lending - EasyPay Loans

Approximate number of loans originated during the

quarter (number)

286,000

222,000

198,000

28%

Gross advances in the quarter (ZAR millions)

28%

Loan book size, before allowances, at quarter end

(ZAR millions)

34%

Insurance - EasyPay Insurance

Approximate number of insurance policies written in

the quarter (number)

49,000

38,000

25,000

29%

Total active insurance policies on book at quarter end

(number)

466,000

359,000

268,000

30%

Average revenue per customer per month, as of

September 30, (permanent grant beneficiaries)

(ZAR)

10%

1.

Gross loan book, before provisions.

●

Driving customer acquisition

o

Gross EPE account activations, continue to grow at the new levels for the permanent base, post our marketing and

distribution network enhancements in fiscal 2024. We achieved approximately 62,000 gross account activations in

the quarter which was pleasing in a traditionally quiet quarter for us. This compares to a higher than usual activation

rate in quarter one fiscal 2024 due to significant migration away from the South African Post Office in that quarter

driven by concerns around its going concern status and its failure to timeously distribute grants timeously. Net

activations of 26,000 in the quarter was negatively impacted by the closure of the SASSA (

South African Social

Security Agency)

digital portal for switching.

o

Our total active EPE transactional account base stood at approximately 1.5 million at the end of September 2024, of

which approximately 1.3 million (or approximately 88%) are permanent grant recipients. The balance comprises

Social Relief of Distress ("SRD") grant recipients, which was introduced during the COVID pandemic and extended

in calendar year 2023.

o

Our priority is to grow our permanent grant recipient customers base, where we can build deeper relationships by

offering products such as insurance and lending. We do not offer the same breadth of service to the SRD grant base

due to the temporary nature of the grant.

●

Progress on cross selling

EasyPay Loans

o

We originated approximately 286 000 loans during the quarter, with our consumer loan book, before allowances

("gross book"), increasing 34% to ZAR 564 million as of September 30, 2024, compared to ZAR 423 million as of

September 30, 2023.

o

We have not amended our credit scoring or other lending criteria, and the growth is reflective of the demand for our

tailored loan product for this market, growth in EPE bank account customer base and improved cross-selling

capabilities.

o

The loan conversion rate continues to improve following the implementation of a number of targeted Consumer

lending campaigns and encouraging results from our digital channels.

o

The portfolio loss ratio of approximately 6%, calculated as the loans written off over the last 12 months as a

percentage of the total gross loan book at the end of the quarter, remained stable on an annualized basis, compared

to quarter one fiscal 2024.

EasyPay Insurance

o

Our insurance product sales continue to grow and is a material contributor to the improvement in our overall ARPU.

We have been able to improve customer penetration to 34% of our active permanent grant account base as of

September 30, 2024, compared to 31% as of September 30, 2023. Approximately 49,000 new policies were written

in the quarter, compared to approximately 38,000 in the comparable period in fiscal 2024. The total number of active

policies has grown 30% to approximately 466,000 policies as of September 30, 2024, compared to 359,000 policies

as of September 30, 2023.

o

In April 2024 we launched a new benefit where existing policyholders and new clients could elect to cover up to six

of their dependent family members with cover ranging from ZAR 5 000 to ZAR 30 000. Since the launch of this

benefit more than 25 00 clients have elected to cover their dependent family members.

ARPU

o

ARPU for our permanent client base has increased to approximately ZAR 91 for the first quarter of fiscal 2025, from

approximately ZAR 83 in the first quarter of fiscal 2024.

Adumo Payouts

o

On 1 October the Adumo Payouts business officially became part of the Consumer Division. We are looking forward

to working with them as we build out the Consumer offering beyond the grant recipient space. The Adumo

contribution will be reflected in our quarter two fiscal 2025 results.

Board and Leadership Changes in quarter one fiscal 2025

Leadership changes

On October, 1 2024 Dan Smith was appointed as Group Chief Financial Officer taking over these responsibilities from Naeem

Kola, who transitioned to Group Chief Operating Officer. Mr. Smith was also appointed to the Board. As Lesaka scales, we will

continue to augment our executive capability to accommodate the growing size of the business and deliver on the opportunity in front

of us.

Paul Kent, the CEO of Adumo, joined the Lesaka executive team on completion of the Adumo transaction to oversee the

Merchant pillar within Lesaka's Merchant Division.

Board changes

Similarly, on completion of the Adumo acquisition Dean Sparrow, Group CEO of Crossfin Technology Holdings (RF) (Pty) Ltd,

was appointed to the Board as an independent non-executive director and joined Lesaka's Capital Allocation Committee.

Chris Meyer and Monde Nkosi, non-executive directors, stepped down as directors of the Board in October 2024.

Acquisition of Adumo

On October 1, 2024, we announced the closing of the Adumo transaction which enhances our platform, adding customers and

products, as well as scale. The completion of this transaction marks the beginning of a new chapter in the Lesaka story. Adumo will

be included in our results for the full second quarter of fiscal 2025.

Going forward Lesaka will be run in four distinct pillars

The Adumo transaction is the catalyst to approach the market with a more customer -centric operating model. From a financial

reporting standpoint, we will continue to maintain the Consumer Division and Merchant Division split however we will present our

KPIs and performance with a more granular breakdown.

Our Consumer segment will remain substantially the same however the perimeter will be expanded to include the Adumo Payouts

business.

In our Merchant segment, the Adumo transaction provides the opportunity to segment the business into three component parts

organized around distinct customers. Micro-Merchant, Merchant and Enterprise.

Micro-merchants are typically sole proprietors, often operating in the informal economy. We address these customers through

the Kazang and Touchsides brands. In South Africa the focus will be to augment the product offering and cross-sell to existing

customers so that we can materially improve the unit economics, as we have been doing. Outside of South Africa, in neighboring

geographies, there are a substantial number of sole traders who have very limited offerings available to them to empower them on

their digital journey. Here we have an opportunity again to expand our total addressable market through wallet growth.

The Merchant pillar is made up of the existing Connect operations, as well as the bulk of Adumo, specifically its merchant

acquiring and processing business and its GAAP hospitality platform. The Connect business has cash and credit as key product

offerings, the Adumo business has merchant acquiring and software at point of sale. Combined the Lesaka offering will be amongst

most comprehensive in the market in meeting the needs of small and medium size businesses in the region.

Our Enterprise segment will focus on large corporates, mobile network operators, banks, governments and municipalities. Our

solutions include a new payment switch, Prism Switch, our Point Of Sale hardware business branded Prism POS (previously known

as NUETS), our bill payments platform EasyPay, as well as a third party vending and security business. As well as serving third party

corporates it will also service some of the technology needs of our other pillars, Consumer, Micro-Merchant and Merchant.

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, 2024:

●

Business Combinations and the Recoverability of Goodwill;

●

Intangible Assets Acquired Through Acquisitions;

●

Revenue recognition - principal versus agent considerations;

●

Valuation of investment in Cell C;

●

Recoverability of equity securities and equity-accounted investments;

●

Deferred Taxation;

●

Stock-based Compensation;

●

Accounts Receivable and Allowance for Doubtful Accounts Receivable; and

●

Lending.

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 September 30, 2024

Refer to Note 1 to our unaudited condensed consolidated financial statements for a full description of recent accounting

pronouncements not yet adopted as of September 30, 2024, 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

Year ended

September 30,

June 30,

2024

2023

2024

ZAR : $ average exchange rate

17.9601

18.6457

18.7070

Highest ZAR : $ rate during period

18.5100

19.2202

19.4568

Lowest ZAR : $ rate during period

17.1144

17.6278

17.6278

Rate at end of period

17.1808

18.9236

18.1808

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 months ended September 30, 2024 and 2023, 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

Year ended

Table 2

September 30,

June 30,

2024

2023

2024

Income and expense items: $1 = ZAR

17.7176

18.7088

18.6844

Balance sheet items: $1 = ZAR

17.1808

18.9236

18.1808

We have translated the results of operations and operating segment information for the three months ended September 30, 2024

and 2023, provided in the tables below using the actual average exchange rates per month (i.e. for each of July 2024, August 2024,

and September 2024 for the first quarter of fiscal 2025) 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

unaudited condensed consolidated financial statements in Note 17 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 securities, fair value adjustments to currency options), interest income, interest expense, income tax expense or

loss from equity-accounted investments to our reportable segments. Once-off items represents non-recurring expense items, including

costs related to acquisitions and transactions consummated or ultimately not pursued. The Stock-based compensation adjustments

reflect stock-based compensation expense and are both excluded from the calculation of Segment Adjusted EBITDA and are therefore

reported as reconciling items to reconcile the reportable segments' Segment Adjusted EBITDA to our loss before income tax expense.

Effective from fiscal 2025, all lease charges are allocated to our operating segments, whereas in fiscal 2024 we presented certain lease

charges on a separate line outside of our operating segments. Prior period information has been re-presented to include the lease

charges which were previously reported on a separate line in our Consumer and Merchant operating segments.

Group Adjusted EBITDA represents Segment Adjusted EBITDA after deducting group costs. Refer also "Results of

Operations-Use of Non-GAAP Measures" below.

We analyze our business and operations in terms of two inter-related but independent operating segments: (1) Merchant Division

and (2) Consumer Division. 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.

First quarter of fiscal 2025 compared to first quarter of fiscal 2024

The following factors had a significant impact on our results of operations during the first quarter of fiscal 2025 as compared with

the same period in the prior year:

●

Higher revenue:

Our revenues increased 0% in ZAR, primarily due to an increase in value-added services activity, higher

low margin prepaid airtime sales and processing fees in Merchant, as well as higher transaction, insurance and lending

revenues in Consumer;

●

Operating income improvement, before transaction costs:

Operating income, before Adumo-related transaction costs,

increased due to an increase trading activity as noted above;

●

Lower net interest charge:

Net interest charge decreased to $4.4 million (ZAR 79.8 million) from $4.5 million (ZAR 83.1

million) primarily due to lower interest rates on our borrowings, which was partially offset by higher over borrowings; and

●

Foreign exchange movements:

The U.S. dollar was 5% stronger against the ZAR during the first quarter of fiscal 2025

compared to the prior period, which adversely impacted our U.S. dollar reported results The ZAR was 5% stronger against

the U.S. dollar during first quarter of fiscal 2025 compared to the prior period, which positively impacted our U.S. dollar

reported results.

Consolidated overall results of operations

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

The following tables show the changes in the items comprising our statements of operations, both in U.S. dollars and in ZAR:

Table 3

In United States Dollars

Three months ended September 30,

2024

2023

(As restated)

(A)

(As restated)

(A)

$ '000

$ '000

% change

Revenue

153,568

136,089

13%

Cost of goods sold, IT processing, servicing and support

118,909

107,490

11%

Selling, general and administration

26,726

22,515

19%

Depreciation and amortization

6,276

5,856

7%

Transaction costs related to Adumo acquisition

1,702

-

nm

Operating (loss) income

(45)

nm

Reversal of allowance for EMI doubtful debt receivable

-

nm

Interest income

31%

Interest expense

5,032

4,909

3%

Loss before income tax expense

(4,491)

(3,982)

13%

Income tax expense

(70%)

Net loss before earnings (loss) from equity-accounted investments

(4,569)

(4,246)

8%

Earnings (Loss) from equity-accounted investments

(1,405)

nm

Net loss attributable to us

(4,542)

(5,651)

(20%)

(A) Revenue and cost of goods sold, IT processing, servicing and support for the three months ended September 30, 2024, have been restated

and increased by $8.0 million to correct the misstatements discussed in Note 1 to the unaudited condensed consolidated statement of operations.

Table 4

In South African Rand

Three months ended September 30,

2024

2023

(As restated)

(A)

(As restated)

(A)

ZAR '000

ZAR '000

% change

Revenue

2,756,877

2,537,659

9%

Cost of goods sold, IT processing, servicing and support

2,134,828

2,004,465

7%

Selling, general and administration

479,677

419,861

14%

Depreciation and amortization

112,660

109,166

3%

Transaction costs related to Adumo acquisition

29,997

-

nm

Operating (loss) income

(285)

4,167

nm

Reversal of allowance for EMI doubtful debt receivable

-

4,741

nm

Interest income

10,517

8,368

26%

Interest expense

90,328

91,429

(1%)

Loss before income tax expense

(80,096)

(74,153)

8%

Income tax expense

1,402

4,825

(71%)

Net loss before earnings (loss) from equity-accounted investments

(81,498)

(78,978)

3%

Earnings (Loss) from equity-accounted investments

(26,657)

nm

Net loss attributable to us

(81,023)

(105,635)

(23%)

(A) Revenue and cost of goods sold, IT processing, servicing and support for the three months ended September 30, 2024, have been restated

and increased by ZAR 141.2 million to correct the misstatements discussed in Note 1 to the unaudited condensed consolidated statement of operations.

Revenue increased by $17.5 million (ZAR 219.2 million), or 12.8% (in ZAR, 8.6%), primarily due to an increase in the volume

of value-added services provided (prepaid airtime and gaming), high transactions volumes from our vault and cash management

operations resulting in higher processing fees, an increase in certain issuing fee base prices and transaction activity in our issuing

business, an increase in low margin prepaid airtime sales and an increase in insurance premiums collected and lending revenues

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 increased by $11.4 million (ZAR 130.4 million) or 10.6% ( 6.5%),

primarily due to the increase in low margin prepaid airtime sales, higher insurance-related claims and third-party transaction fees.

Selling, general and administration expenses increased by $4.2 million (ZAR 59.8 million), or 18.7% (in ZAR 14.2%). The

increase was primarily due to higher employee-related expenses (including annual bonuses and annual salary increases) and higher

stock-based compensation charges; higher consulting, legal and travel expenses, and the year-over-year impact of inflationary

increases on certain expenses.

Depreciation and amortization expense increased by $0.4 million (ZAR 3.5 million), or 7.2% (3.2%). The increase was due to an

increase in depreciation expense related to additional POS devices deployed .

Transaction costs related to Adumo acquisition includes fees paid to external service providers associated with legal and advisory

services procured to close the transaction on October 1, 2024.

Our operating (loss) income margin for the first quarter of fiscal 2025 and 2024 was (0.0)% and 0.2%, respectively. We discuss

the components of operating loss margin under "-Results of operations by operating segment."

We did not record any changes in the fair value of equity interests in MobiKwik and Cell C during the first quarter of fiscal 2025

or 2024, respectively. We continue to carry our investment in Cell C at $0 (zero). Refer to Note 4 for the methodology and inputs used

in the fair value calculation for Cell C.

Interest on surplus cash increased to $0.6 million (ZAR 10.5 million) from $0.4 million (ZAR 8.4 million), primarily due to

higher overall average cash balances on deposit during the first quarter of fiscal 2025 compared with 2024.

Interest expense increased to $5.0 million from $4.9 million and, in ZAR, decreased to ZAR 90.3 million from ZAR 91.4 million.

In ZAR, the decrease was primarily as a result of lower interest expense incurred on certain of our borrowing for which we were able

to negotiate lower rates of interest towards the end of calendar 2024, which was partially offset by higher overall borrowings during

the first quarter of fiscal 2025 compared with comparable period in the prior quarter.

Fiscal 2025 tax expense was $0.1 million (ZAR 1.4 million) compared to $0.3 million (ZAR 4.8 million) in fiscal 2024. Our

effective tax rate for fiscal 2025 was impacted by the tax expense recorded by our profitable South African operations, a deferred tax

benefit related to acquisition-related intangible asset amortization, non-deductible expenses (in transaction-related expenses), the on-

going losses incurred by certain of our South African businesses and the associated valuation allowances created related to the deferred

tax assets recognized regarding net operating losses incurred by these entities.

Our effective tax rate for fiscal 2024 was impacted by the tax expense recorded by our profitable South African operations, a

deferred tax benefit related to acquisition-related intangible asset amortization, non-deductible expenses, the on-going losses incurred

by certain of our South African businesses and the associated valuation allowances created related to the deferred tax assets recognized

regarding net operating losses incurred by these entities.

Finbond is listed on the Johannesburg Stock Exchange and reports its six-month results during our first quarter and its annual

results during our fourth quarter. We sold our entire remaining interest in Finbond during the first quarter of fiscal 2024. The table

below presents the relative (loss) earnings from our equity-accounted investments:

Table 5

Three months ended September 30,

2024

2023

$ %

$ '000

$ '000

change

Finbond

-

(1,445)

nm

Share of net loss

-

(278)

nm

Impairment

-

(1,167)

nm

Other

(33%)

Total income (loss) from equity-accounted investments

(1,405)

nm

Results of operations by operating segment

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

Table 6

In United States Dollars

Three months ended September 30,

2024

(As

restated)

(A)

% of total

2023

% of

(As

restated)

(A)

(As restated)

(A)

Operating Segment

$ '000

$ '000

total

% change

Consolidated revenue:

Merchant

(A)

133,283

86%

121,361

89%

10%

Consumer

21,072

14%

15,580

11%

35%

Subtotal: Operating segments

154,355

100%

136,941

100%

13%

Eliminations

(787)

-

(852)

-

(8%)

Total consolidated revenue

(A)

153,568

100%

136,089

100%

13%

Group Adjusted EBITDA:

Merchant

(1)(2)

7,916

84%

7,725

96%

2%

Consumer

(1)(2)

4,396

47%

2,120

26%

107%

Group costs

(2,949)

(31%)

(1,822)

(22%)

62%

Group Adjusted EBITDA (non-GAAP)

9,363

100%

8,023

100%

17%

(A) Revenue has been restated and increased by $8.0 million to correct the misstatements discussed in Note 1 to the unaudited

condensed consolidated statement of operations.

(1) Segment Adjusted EBITDA Merchant and Segment Adjusted EBITDA Consumer include retrenchment costs of $0.01

million and $0.06 million, respectively, for the first quarter of fiscal 2025.

(2) Lease expenses which were previously presented on a separately line in fiscal 2024 are now included in Merchant and

Consumer Segment Adjusted EBITDA. The prior period has been re-presented to conform with current period presentation. See also

"-Results of Operations- Presentation of Merchant and Consumer by segment for fiscal 2024 and 2023 including lease charges".

(3) Group Adjusted EBITDA is a non-GAAP measure, refer to reconciliation below at "-Results of Operations-Use of Non-

GAAP Measures".

Table 7

In South African Rand

Three months ended September 30,

2024

% of

2023

% of

(As

restated)

(A)

(As restated)

(A)

Operating Segment

ZAR '000

total

ZAR '000

total

% change

Consolidated revenue:

Merchant

(A)

2,393,012

87%

2,263,001

89%

6%

Consumer

378,063

14%

290,629

11%

30%

Subtotal: Operating segments

2,771,075

101%

2,553,630

100%

9%

Eliminations

(14,198)

(1%)

(15,971)

-

(11%)

Total consolidated revenue

(A)

2,756,877

100%

2,537,659

100%

9%

Group Adjusted EBITDA:

Merchant

(1)(2)

142,078

84%

143,910

96%

(1%)

Consumer

(1)(2)

78,681

47%

39,612

26%

99%

Group costs

(52,654)

(31%)

(33,980)

(22%)

55%

Group Adjusted EBITDA (non-GAAP)

168,105

100%

149,542

100%

12%

(A) Revenue has been restated and increased by ZAR 141.2 million to correct the misstatements discussed in Note 1 to the

unaudited condensed consolidated statement of operations.

(1) Segment Adjusted EBITDA Merchant and Segment Adjusted EBITDA Consumer include retrenchment costs of ZAR 0.2

million and ZAR 1.1 million, respectively, for the first quarter of fiscal 2025.

(2) Lease expenses which were previously presented on a separately line in fiscal 2024 are now included in Merchant and

Consumer Segment Adjusted EBITDA. The prior period has been re-presented to conform with current period presentation.

(3) Group Adjusted EBITDA is a non-GAAP measure, refer to reconciliation below at "-Results of Operations-Use of Non-

GAAP Measures".

Merchant

Segment revenue primarily increased due to a higher volume of value-added services provided (prepaid airtime and gaming),

higher low margin prepaid airtime sales and high transactions volumes from our vault and cash management operations resulting in

higher processing fees. In ZAR, the modest decrease in Segment Adjusted EBITDA is primarily due higher operating expenses

incurred, especially employment-related expenditures, to expand our offering, which was partially offset by higher gross margin

(calculated as revenue less cost of goods sold, IT processing, servicing and support).

We

record a significant proportion of our airtime

sales in revenue (see further below) and cost of sales, while only earning a relatively small margin. This significantly depresses the

Segment Adjusted EBITDA margins shown by the business.

Our Segment Adjusted EBITDA margin (calculated as Segment Adjusted EBITDA divided by revenue) for the first quarter of

fiscal 2025 and 2024 was 5.9% and 6.4%, respectively.

Prepaid airtime sales

In South Africa and other countries, mobile network operators ("MNOs") offer prepaid or contract (or postpaid) services to their

customers to telephony services using a mobile telephony network or networks. MNOs also offer similar products (prepaid or postpaid)

for mobile data which uses other wireless network protocols such as wireless fidelity ("wifi"). We use the term "prepaid airtime" to

include both of these prepaid products.

Generally speaking, the difference between the two models is that prepaid is paid for upfront by the customer and contract is paid

in arrears. MNOs sell prepaid products directly to their customers and also indirectly to their customers through distribution channels

(which include wholesalers, retailers and other parties, including ourselves).

We sell a variety of products through our distribution channels, including prepaid airtime, prepaid electricity, gaming vouchers.

We refer to these products collectively as VAS.

In order to "load" airtime onto a mobile device an MNOs customer requires a prepaid airtime voucher. A unique code is assigned

to each prepaid airtime voucher and is required to activate the prepaid airtime on a mobile device. Like certain tangible goods, once

sold, our customers cannot return prepaid airtime vouchers to us (except of course if there is a defect in the service provided by us,

which rarely occurs).

We can either purchase an agreed quantity of prepaid airtime vouchers upfront directly from wholesalers or other parties (so

called "Pinned airtime" - these electronic vouchers are stored on a server owned and maintained by us and we treat these vouchers as

inventory) or we can "interface" directly into a wholesaler and deliver the airtime voucher directly to our customers (typically

merchants) as the airtime is sold by the merchant to MNOs customers (so called Pinless airtime).

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 higher insurance-related claims and interest expenses (of approximately ZAR 15.0 million) incurred to fund our

lending book and the year-over-year impact of inflationary increases on certain expenses.

We

intend to obtain a separate lending

facility to fund a portion of our lending during fiscal 2025.

We

expected to have this facility in place on July 1, 2024, however, we

have been unable to finalize terms as the separate lending facility will form part of a broader financing package. Therefore, we have

included an intercompany interest expense in our Consumer Segment Adjusted EBITDA for the first quarter of fiscal 2025.

Our Segment Adjusted EBITDA margin for the first quarter of fiscal 2025 and 2024 was 20.9% and 13.6%, 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; non-

employee directors' fees; legal fees; group and US-listed related audit fees; and directors' and officers' insurance premiums.

Our group costs for fiscal 2025 increased compared with the prior period due to higher employee costs resulting from an increase

in the number of individuals allocated to group costs and base salary adjustments, higher bonus expense, travel, consulting and legal

fees.

Presentation of Merchant and Consumer by segment for fiscal 2024 and 2023 including lease charges

The tables below present Merchant and Consumer EBITDA for fiscal 2024 and 2023, including lease charges, as well as the

U.S. dollar/ ZAR exchange rates applicable per fiscal quarter and year:

Table 8

Fiscal 2024

In United States dollars

Quarter 1

Quarter 2

Quarter 3

Quarter 4

F2024

$ '000

$ '000

$ '000

$ '000

$ '000

Group Adjusted EBITDA:

Merchant

7,725

8,388

8,145

7,843

32,101

Consumer

2,120

2,575

3,757

4,227

12,679

Group costs

(1,822)

(2,011)

(2,199)

(1,812)

(7,844)

Group Adjusted EBITDA (non-GAAP)

8,023

8,952

9,703

10,258

36,936

Income and expense items: $1 = ZAR

18.71

18.71

18.88

18.47

18.68

Table 9

Fiscal 2023

In United States dollars

Quarter 1

Quarter 2

Quarter 3

Quarter 4

F2023

$ '000

$ '000

$ '000

$ '000

$ '000

Group Adjusted EBITDA:

Merchant

7,580

8,780

7,980

7,924

32,264

Consumer

(1,893)

1,263

2,134

1,675

Group costs

(2,300)

(2,256)

(2,293)

(2,260)

(9,109)

Group Adjusted EBITDA (non-GAAP)

3,387

6,695

6,950

7,798

24,830

Income and expense items: $1 = ZAR

17.13

17.52

17.93

18.74

17.94

Use of Non-GAAP Measures

U.S. securities laws require that when we publish any non-GAAP measures, we disclose the reason for using these non-GAAP

measures and provide reconciliations to the most directly comparable 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 non-

operational transactions (including loss on disposal of equity-accounted investments, gain related to fair value adjustments to currency

options), (earnings) loss from equity-accounted investments, stock-based compensation charges and once-off items. Once-off items

represents non-recurring income and expense items, including costs related to acquisitions and transactions consummated or ultimately

not pursued.

The table below presents the reconciliation between GAAP net loss attributable to Lesaka to Group Adjusted EBITDA:

Table 10

Three months ended

September 30,

2024

2023

$ '000

$ '000

Loss attributable to Lesaka - GAAP

(4,542)

(5,651)

(Earnings) loss from equity accounted investments

(27)

1,405

Net loss before (earnings) loss from equity-accounted investments

(4,569)

(4,246)

Income tax expense

Loss before income tax expense

(4,491)

(3,982)

Interest expense

5,032

4,909

Interest income

(586)

(449)

Reversal of allowance for doubtful EMI loan receivable

-

(250)

Operating income (loss)

(45)

PPA amortization (amortization of acquired intangible assets)

3,747

3,608

Depreciation and amortization

2,529

2,248

Stock-based compensation charges

2,377

1,759

Interest adjustment

(831)

-

Once-off items

(1)

1,805

Unrealized (gain) loss FV for currency adjustments

(219)

Group Adjusted EBITDA - Non-GAAP

9,363

8,023

(1) The table below presents the components of once-off items for the periods presented:

Table 11

Three months ended

September 30,

2024

2023

$ '000

$ '000

Transaction costs

Transaction costs related to Adumo acquisition

1,702

-

Total once-off items

1,805

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 significant transaction costs related to the acquisition of Adumo over a

number of quarters, and the transactions are generally non-recurring.

Liquidity and Capital Resources

As of September 30, 2024, our cash and cash equivalents were $49.7 million and comprised of U.S. dollar-denominated balances

of $2.0 million, ZAR-denominated balances of ZAR 791.0 million ($46.0 million), and other currency deposits, primarily Botswana

pula, of $1.7 million, all amounts translated at exchange rates applicable as of September 30, 2024. The decrease in our unrestricted

cash balances from June 30, 2024, was primarily due to the utilization of cash reserves to fund certain scheduled and other repayments

of our borrowings, purchase ATMs and vaults, pay annual bonuses, pay for expenses included in our group costs, and to make an

investment in working capital, which was partially offset by positive contribution from our Merchant and Consumer operations and

utilization.

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. For instance, in fiscal 2022, we obtained loan facilities

from RMB to fund a portion of our acquisition of Connect. Following the acquisition of Connect, we now utilize a combination of

short and long-term facilities to fund our operating activities and a long-term asset-backed facility to fund the acquisition of POS

devices and vaults. Refer to Note 12 to our consolidated financial statements for the year ended June 30, 2024, for additional

information related to our borrowings.

Available short-term borrowings

Summarized below are our short-term facilities available and utilized as of September 30, 2024:

Table 12

RMB Facility E

RMB Indirect

RMB Connect

Nedbank

$ '000

ZAR '000

$ '000

ZAR '000

$ '000

ZAR '000

$ '000

ZAR '000

Total short-term facilities

available, comprising:

Overdraft

-

-

-

-

9,895

170,000

-

-

Overdraft restricted as to

use

(1)

52,384

900,000

-

-

-

-

-

-

Total overdraft

52,384

900,000

-

-

9,895

170,000

-

-

Indirect and derivative

facilities

(2)

-

-

7,858

135,000

-

-

9,112

156,556

Total short-term

facilities available

52,384

900,000

7,858

135,000

9,895

170,000

9,112

156,556

Utilized short-term

facilities:

Overdraft

-

-

-

-

9,895

170,000

-

-

Indirect and derivative

facilities

(2)

-

-

1,927

33,100

-

-

2,110

Total short-term

facilities available

-

-

1,927

33,100

9,895

170,000

2,110

Interest rate, based on

South African prime rate

11.50%

11.40%

(1) Overdraft may only be used to fund ATMs and upon utilization is considered restricted cash. We did not utilize this facility

at the end of September 2024, and expect to cancel the facility in the second quarter of fiscal 2025.

(2) Indirect and derivative facilities may only be used for guarantees, letters of credit and forward exchange contracts to support

guarantees issued by RMB and Nedbank to various third parties on our behalf.

Long-term borrowings

We have aggregate long-term borrowing outstanding of ZAR 2.6 billion ($148.5 million translated at exchange rates as of

September 30, 2024) as described in Note 8. These borrowings include outstanding long-term borrowings obtained by Lesaka SA of

ZAR 1.0 billion, including accrued interest, which was used to partially fund the acquisition of Connect. The Lesaka SA borrowing

arrangements were amended in March 2023 to include a ZAR 200 million revolving credit facility. We have settled all drawn amounts

in full as of September 30, 2024, with the full balance available for utilization in the future. In contemplation of the Connect transaction,

Connect obtained total facilities of ZAR 1.3 billion, which were utilized to repay its existing borrowings, to fund a portion of its capital

expenditures and to settle obligations under the transaction documents, and which has subsequently been upsized for its operational

requirements and has an outstanding balance as of September 30, 2024, of ZAR 1.2 billion, We also have a revolving credit facility,

of ZAR 300.0 million which is utilized to fund a portion of our merchant finance loans receivable book.

On September 30, 2024, we obtained a ZAR 665.0 million funding facility from RMB which has been used on October 1, 2024

to (i) settle an amount of ZAR 232.2 million due to the Adumo sellers; (ii) pay ZAR 207.2 million to acquire 2,601,410 shares of our

common stock from one of the Adumo sellers' indirect shareholders; (iii) pay ZAR 147.5 million notified by Investec Bank Limited

to Adumo and us as a result of the acquisition, (iv) pay an origination fee of ZAR 7.6 million to RMB and (v) pay ZAR 70.0 million

of transaction-related expenses.

Restricted cash

As of September 30, 2024, we had credit facilities with RMB in order to access cash to fund our ATMs in South Africa. Utilization

of this facility is included in our cash, cash equivalents and restricted cash presented in our consolidated statement of cash flows. We

did not utilize the facility at the end of September 2024. Any cash drawn under the facility may only be used to fund ATMs and is

considered restricted as to use and therefore is classified as restricted cash on our consolidated balance sheet.

We have also entered into cession and pledge agreements with Nedbank 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 September 30, 2024, 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

First quarter

Net cash used operating activities during the first quarter of fiscal 2025 was $4.1 million (ZAR 73.3 million) compared to net

cash provided by operating activities of $3.4 million (ZAR 63.1 million) during the first quarter of fiscal 2024. Excluding the impact

of income taxes, our cash used in operating activities during the first quarter of fiscal 2025 includes cash utilized for the settlement of

working capital movements within our merchant business related to quarter-end transaction processing activities and which were

settled in the following week (our fourth quarter of fiscal 2024 closed on a Sunday), and the net growth in our consumer and merchant

finance loans receivable books, which was partially offset by was positively impacted by the contribution from Merchant and

Consumer businesses.

We didn't pay any significant taxes during the first quarter of fiscal 2025. During the first quarter of fiscal 2024, we paid second

provisional South African tax payments of $- million (ZAR - million) related to certain Connect entities' 2024 tax year that had not

yet been aligned with ours.

Taxes (refunded) paid during the first quarter of fiscal 2025 and 2024 were as follows:

Table 13

Three months ended September 30,

2024

2023

2024

2023

$

$

ZAR

ZAR

'000

'000

'000

'000

Taxation paid related to prior years

-

-

10,859

Tax refund received

(113)

(31)

(2,053)

(640)

Total South African taxes paid

(113)

(2,053)

10,219

Foreign taxes paid

1,213

1,196

Total tax (refund) paid

(45)

(840)

11,415

Cash flows from investing activities

First quarter

Cash used in investing activities for the first quarter of fiscal 2025 included capital expenditures of $4.0 million (ZAR 70.3

million), primarily due to the acquisition of vaults and POS devices .

Cash used in investing activities for the first quarter of fiscal 2024 included capital expenditures of $2.8 million (ZAR 52.6

million), primarily due to the acquisition of vaults.

Cash flows from financing activities

First quarter

During the first quarter of fiscal 2025, we utilized $23.9 million from our South African overdraft facilities to fund our ATMs

and our cash management business through Connect, and repaid $31.0 million of those facilities. We utilized $0.8 million of our long-

term borrowings to fund the acquisition of certain capital expenditures and for working capital requirements. We repaid $5.5 million

of long-term borrowings in accordance with our repayment schedule as well as to settle a portion of our revolving credit facility

utilized.

During the first quarter of fiscal 2024, we utilized $59.6 million from our South African overdraft facilities to fund our ATMs

and our cash management business through Connect, and repaid $62.8 million of those facilities. We utilized approximately $2.5

million of our long-term borrowings to fund the acquisition of certain capital expenditures and for working capital requirements. We

repaid approximately $2.6 million of long-term borrowings in accordance with our repayment schedule as well as to settle a portion

of our revolving credit facility utilized.

Off-Balance Sheet Arrangements

We have no off -balance sheet arrangements.

Capital Expenditures

We expect capital spending for the second quarter of fiscal 2025 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 first quarter of fiscal 2025 and 2024 are discussed under "-Liquidity and Capital Resources -Cash

flows from investing activities." All of our capital expenditures for the past three fiscal years were funded through internally generated

funds, or, following the Connect acquisition, our asset-backed borrowing arrangement. We had outstanding capital commitments as

of September 30, 2024, of $0.3 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 4 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 September 30, 2024, as a result of changes in the South African prime and 3-month JIBAR

interest rates, using our outstanding short and long-term borrowings as of September 30, 2024. The effect of a hypothetical 1% (i.e.

100 basis points) increase and a 1% decrease in the interest rates applicable to the borrowings as of September 30, 2024, are shown.

The selected 1% hypothetical change does not reflect what could be considered the best- or worst-case scenarios.

Table 14

As of September 30, 2024

Annual expected

interest charge

($ '000)

Hypothetical

change in

interest rates

Estimated annual

expected interest

charge after

hypothetical change

in interest rates

($ '000)

Interest on South African borrowings

19,780

1%

21,367

(1%)

18,190

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 September 30, 2024.

We previously identified and disclosed in Part II, Item 9A of our Annual Report on Form 10-K for the year ended June 30, 2024,

material weaknesses (the "Original Material Weaknesses") in our internal control over financial reporting related to: (1) information

technology general controls ("ITGCs"), specifically insufficient risk assessment, design and implementation, monitoring activities and

training of individuals to operate controls in the areas of user access and program-change management for certain information

technology systems that support our financial reporting processes and (2) insufficient design and implementation of controls and

associated policies and procedures in our annual goodwill impairment assessment. A material weakness is a deficiency, or combination

of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of

our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

As a result of insufficient time to design, implement and fully test controls to ensure we have remediated the Original Material

Weaknesses discussed in our Annual Report on Form 10-K for our fiscal year ended June 30, 2024 (as described above), the executive

chairman and the group chief financial officer concluded that our disclosure controls and procedures were not effective as of September

30, 2024. due to the Original Material Weaknesses described above.

Subsequent to the date of the Original Filing, including in connection with the restatement, management identified the following

material weaknesses (the "Subsequent Material Weaknesses" and together with the "Original Material Weaknesses", the "Material

Weaknesses") in the Company's internal control over financial reporting:

●

Our Consumer lending process, specifically insufficient risk assessment and monitoring activities relating to changes in

systems and processes, insufficient controls over internal information and information from service organizations, and

insufficient design and implementation of information technology general controls ("ITGCs"), controls over service

organizations and process level controls, resulting in ineffective process level controls, including a lack of validation of the

completeness and accuracy of information used within the process;

●

Our payroll process, specifically insufficient risk assessment and monitoring activities relating to changes over the transfer

of ownership to the centralized payroll processes, insufficient controls over information from service organizations, and

insufficient design and implementation of ITGCs, controls over service organizations and process level controls resulting in

ineffective process level controls including a lack of validation of the completeness and accuracy of information used within

this process;

●

Our annual goodwill impairment process, specifically related to insufficient risk assessment and ineffective design and

implementation of controls resulting in ineffective process level controls;

●

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 process level controls;

●

Our journal entry process, specifically relating to insufficient risk assessment, and ineffective design and implementation of

controls including insufficient controls over information resulting in ineffective process level controls including a lack of

validation of the completeness of the journal entry population and a lack of validation of the completeness and accuracy of

information used within the process; and

●

An insufficient number of experienced and trained resources to execute on their internal control responsibilities resulting in

ineffective design, implementation and operating effectiveness of process level controls for processes in the scope of our

internal control over financial reporting evaluation.

Of the material weaknesses described above, the material weaknesses related to the revenue recognition process resulted in a

material corrected misstatement for the year ended September 30, 2024 and a restatement for each of the quarters ended September

30, 2024, December 31, 2024 and March 31, 2025 of our revenue and cost of goods sold, IT processing, servicing and support,

exclusive of depreciation and amortization. There was no impact on the Company's reported operating income (loss), net loss or loss

per share in any of such quarters. For further information on the restatement, refer to the section titled "Restatement of Previously

Issued Financial Statements" in Note 1 to the unaudited interim condensed consolidated financial statements as of and for the three

months ended September 30, 2024. included in this Form 10-Q/A.

Of the material weaknesses described above, the material weaknesses related to the annual goodwill impairment process resulted

in a corrected material misstatement and a corrected immaterial misstatement of goodwill and impairment loss in the Company's

consolidated financial statements for the year ended June 30, 2025 .

Of the material weaknesses described above, the material weaknesses related to the journal entry process resulted in a corrected

immaterial misstatement to our revenue and cost of goods sold, IT processing, servicing and support, exclusive of depreciation and

amortization in the Company's consolidated financial statements for the year ended June 30, 2025.

Of the material weaknesses described above, the material weakness related to an insufficient number of experienced and trained

resources to execute on their internal control responsibilities also resulted in a corrected material misstatement of current and long-

term borrowings in the Company's consolidated financial statements for the year ended June 30, 2025.

All other material weaknesses did not result in any corrected material or immaterial misstatements, however a reasonable

possibility exists that material misstatements in the Company's consolidated financial statements may not be prevented or detected on

a timely basis.

Subsequent to the date of the Original Filing and as a result of the Subsequent Material Weaknesses in the Company's internal

control over financial reporting discussed above, our management, with the participation of our executive chairman and our group

chief financial officer, concluded that, as of September 30, 2024., our disclosure controls and procedures were not effective at the

reasonable assurance level due to the Subsequent Material Weakness described above.

Notwithstanding the previously identified Material Weaknesses, management believes the condensed consolidated financial

statements included in this Quarterly Report on Form 10-Q/A 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 of Subsequent Material Weaknesses

To address the material weaknesses, our management, including our Information Technology ("IT") team, has commenced with

remediation of these material weaknesses including, but not limited to: (1) developing and implementing a comprehensive remediation

plan that includes specific actions aimed at enhancing the understanding of control owners related to the operation and importance of

internal controls over financial reporting, including the principles and requirements of each control, with a focus on the impacted

processes, including controls over service organizations, ITGCs and other process level controls; (2) mandating improved risk

assessment procedures with governance requirements upon implementing new systems within the Group 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) the

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.

While we are actively taking steps to implement our remediation plan, the Subsequent Material Weaknesses will not be deemed

resolved until the enhanced controls operate for a sufficient period of time and management has confirmed through testing that the

same are operating effectively. We will continue to monitor the remediation plan's effectiveness and adjust our efforts as needed. As

we assess and test our internal control over financial reporting, we may identify the need for additional measures or modifications to

the plan.

Remediation of Original Material Weaknesses

Management has, however, made progress in remediating the material weaknesses identified in the previous fiscal year related

to the failure of specific ITGCs for certain IT systems to operate effectively as well as the insufficient design and implementation of

controls and policies and procedures related to the goodwill impairment assessment. As a result, controls in the areas of user access

and program-change management for associated IT systems that support our financial reporting processes have been remediated.

Revised procedures have been implemented related to the validation of completeness and accuracy of the data used in the goodwill

impairment model together with additional procedures implemented to enhance the precision levels in evaluating certain assumptions

utilized in this model. Even though the controls for the goodwill impairment process have been strengthened, it has not yet been fully

remediated as model errors persisted.

The remediation plan with respect to the Material Weaknesses 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 September 30, 2024., that have

materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II. Other Information

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, 2024, 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, 2024.

We may not be able to successfully integrate Adumo's operations with our business.

On October 1, 2024, we announced the closing of our ZAR 1.67 billion ($96.2 million) investment to acquire a 100% interest in

Adumo. Integrating these businesses into our company may require significant attention from our senior management which may

divert their attention from our day-to-day business. The difficulties of integration may be increased by cultural differences between

our two organizations and the necessity of retaining and integrating personnel, including Adumo's key employees and management

team. The services of some of these individuals will be important to the continued growth and success of Adumo's business and to

our ability to integrate the Adumo business with ours. If we were to lose the services of these key employees or fail to sufficiently

integrate them, our ability to operate these businesses successfully would likely be materially and adversely impacted.

As such, if we are unable to successfully integrate Adumo's operations into our business we could be required to record material

impairments, and as a result, our financial condition, results of operations, cash flows and stock price could suffer.

We depend upon third-party suppliers, making us vulnerable to supply shortages and price fluctuations, which could harm

our business.

We obtain our smart cards, ATMs, electronic payment and POS devices, components for our safe assets, components to repair

the ISV (independent software vendor) division's POS hardware, and the other hardware we use in our business from a limited number

of suppliers, and do not manufacture this equipment ourselves. We generally do not have long-term agreements with our manufacturers

or component suppliers. If our suppliers become unwilling or unable to provide us with adequate supplies of parts or products when

we need them, or if they increase their prices, we may not be able to find alternative sources in a timely manner and could be faced

with a critical shortage. This could harm our ability to meet customer demand and cause our revenues to decline. Even if we are able

to secure alternative sources in a timely manner, our costs could increase as a result of supply or geopolitical shocks, which may lead

to an increase in the prices of goods and services from third parties. A supply interruption, such as the recent global shortage of

semiconductors, or an increase in demand beyond current suppliers' capabilities could harm our ability to distribute our equipment

and thus to acquire new customers who use our technology. Any interruption in the supply of the hardware necessary to operate our

technology, or our inability to obtain substitute equipment at acceptable prices in a timely manner, could impair our ability to meet the

demand of our customers, which would have an adverse effect on our business.

We do not have a South African banking license and, therefore, we provide our EPE solution through an arrangement with

a third-party bank, which limits our control over this business and the economic benefit we derive from it. If this arrangement were

to terminate, we would not be able to operate our EPE business without alternate means of access to a banking license. We are

also required to comply with the requirements of payment schemes, including VISA and Mastercard. Furthermore, we provide

certain of our services under partnerships with South African banks. We will be unable to provide our payments and card-acquiring

businesses if we fail to comply with payment scheme rules, and/or fails to maintain certain regulatory licenses and registrations,

and/ or if we were unable to continue to partner with South African banks to provide our payments and card acquiring services.

The South African retail banking market is highly regulated. Under current law and regulations, our EasyPay Everywhere

("EPE") business activities require us to be registered as a bank in South Africa or to have access to an existing banking license. We

are not currently so registered, but we have an agreement with African Bank Limited that enables us to implement our EPE program

in compliance with the relevant laws and regulations. If this agreement were to be terminated, we would not be able to operate these

services unless we were able to obtain access to a banking license through alternate means. Furthermore, we have to comply with the

South African Financial Intelligence Centre Act, 2001 and money laundering and terrorist financing control regulations, when we

open new bank accounts for our customers and when they transact. Failure to effectively implement and monitor responses to the

legislation and regulations may result in significant fines or prosecution of African Bank Limited and ourselves.

We are required to comply with the requirements of payment schemes, including VISA and Mastercard. We have deployed a

significant number of devices, and any mandatory compliance upgrades to our deployed POS devices would require significant capital

expenditures and/or be disruptive to our customer base. Failure to comply with the payment schemes' rules may result in significant

fines and/or a loss of license to participate in the scheme(s).

We provide payment services to our customers by partnering with some of the largest banks in South Africa. If these agreements

were to be terminated, we would not be able to provide these payment services unless we were able to conclude an agreement with an

alternative bank. In addition, if we were to lose our PASA registrations or fail to have them renewed, we would not be permitted to

provide payment services.

Compliance with the requirements under these various regulatory regimes may cause us to incur significant additional costs and

failure to comply with such requirements could result in the shutdown of the non-complying facility, the imposition of liens, fines

and/or civil or criminal liability.

In addition, the South African Financial Advisory and Intermediary Services Act, 2002, requires persons who act as

intermediaries between financial product suppliers and consumers in South Africa to register as financial service providers. EasyPay

Insurance was granted a Financial Service Provider, or FSP, license on June 9, 2015, and EasyPay Financial Services (Pty) Ltd was

granted a FSP license on July 11, 2017. If our FSP licenses are withdrawn or suspended, we may be stopped from continuing our

financial services businesses in South Africa unless we are able to enter into a representative arrangement with a third party FSP.

Furthermore, the proposed Conduct of Financial Institutions Bill will make significant changes to the current licensing regime

however, the current proposal is that existing licences will be converted. The second draft of the Conduct of Financial Institutions Bill

was published for public comment on September 29, 2020.

Proposed regulatory changes to the national payments system are expected to have a substantial impact on the South African

payments industry. It may change the manner in which we conduct business and may lead to increased operating costs for our

business as we work to ensure compliance with the new legislative and regulatory framework, which may have a material adverse

effect on our business.

On March 3, 2025, the South African Reserve Bank ("SARB") published certain draft regulatory documents for commentary

that are expected to have a substantial impact on how we conduct our business namely: (i) a draft directive entitled "Directive in

respect of specific payment activities within the national payment system" (the "Directive"); (ii) a draft exemption notice entitled

"Designation by the Prudential Authority of specific activities conducted in the national payment system which shall be deemed not

to constitute 'the business of a bank' under paragraph (cc) in section 1(1) of the Banks Act, 1990" (the "Exemption Notice"); and

(iii) the National Payment System Bill ("NPS Bill"), which seeks to replace the existing National Payment System Act, 1998. The

proposed regulations were made available for comment, and we submitted detailed comments to our industry body, Association of

South African Payment Providers, on the proposed regulations.

The key objectives of the proposed regulations are to clarify the mandate and objectives of the SARB with respect to the national

payment system ("NPS"); and establish a robust regulatory, oversight, and supervisory framework for the NPS. The proposed

regulations also aim to promote financial inclusion, competition, the prevention of financial crime, and the fair treatment and protection

of customers, while introducing an activity-based licensing and authorization regime. In this regard, the Directive defines thirteen

"payment activities" and provides that a person, which can be a bank or a non-bank, providing a "payment activity" must obtain

authorisation from the SARB to undertake such activity. Under the Exemption Notice, certain payment activities are exempted from

the definition of 'the business of a bank'. Prior to the Exemption Notice, these activities could only be undertaken by a bank. Pursuant

to the Exemption Notice, these activities can be undertaken by non-banks, subject to certain conditions. Certain of our businesses,

including EasyPay Everywhere, Adumo and Kazang Pay, currently undertake activities which would qualify as "payment activities"

under the Directive and the NPS Bill. Under the current regulatory framework, these activities are undertaken in partnership with a

sponsoring bank and the sponsoring bank is subject to regulation by the SARB. In other words, the business undertaking the "payment

activity" is not subject to direct regulation with respect to such payment activities.

It is uncertain if and when the proposed regulations will enter into effect and whether a non-bank such as the relevant Lesaka

subsidiary may elect whether to conduct an exempted payment activity by partnering with a bank to do so, or on its own, if it is

authorised by the SARB - i.e. whether both options will be available to a non-bank. Should our businesses be subject to direct regulation

under this new regime (i.e., if our current sponsorship model is no longer available), we expect that we will incur significant operating

costs to comply with the new requirements, and to obtain authorization with respect thereto. Furthermore, while some requirements

may already exist under other current regulatory frameworks for certain of our businesses, we will likely need to invest in additional

resources, systems and processes to satisfy the regulatory requirements contemplated in the proposed regulations, which may also lead

to increased operational costs, which may have a material adverse effect on our business. It is expected that the SARB will publish

revised regulations later in 2025.

We identified material weaknesses in internal control over financial reporting, and determined that they resulted in our

internal control over financial reporting and disclosure controls and procedures not being effective, during the quarter ended

September 30, 2024. If we are not able to remediate these material weaknesses, or we identify additional deficiencies in the future

or otherwise fail to maintain an effective system of internal controls, including disclosure controls and procedures, this could result

in material misstatements of our financial statements or cause us to fail to meet our reporting obligations.

SEC rules define a material weakness as a deficiency, or a combination of control deficiencies, in internal control over financial

reporting such that there is a reasonable possibility that a material misstatement of a registrant's financial statements will not be

prevented or detected on a timely basis. We are required to annually provide management's attestation on internal control over financial

reporting. We are also required to disclose significant changes made to our internal control procedures on a quarterly basis and any

material weaknesses identified by our management in our internal control over financial reporting during the course of related

assessments.

Subsequent to the Original Filing, in connection with the restatement, management identified a material weakness in the

Company's internal control over financial reporting related to its controls over applying technical accounting guidance to nonrecurring

events and transactions, specific to the evaluation of information that was known or knowable at the time of the transaction or event.

Refer to the section titled "Restatement" in Note 1 to the unaudited interim condensed consolidated financial statements as of and for

the three months ended September 30, 2024 included in this Form 10-Q/A. Management determined that such material weakness

resulted in the Company's internal control over financial reporting and disclosure controls and procedures not being effective as of

September 30, 2024.

Effective internal controls are necessary for us to provide reliable financial statements and prevent or detect fraud. The material

weaknesses in internal control over financial reporting described above, any new deficiencies identified in the future or any deficiencies

in our disclosure controls and procedures, if not timely remediated, could limit our ability to prevent or detect a misstatement of our

accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. We are in the process

of implementing a remediation plan to remediate the material weaknesses we identified, which is designed to improve our internal

control over financial reporting. We can provide no assurance that the measures we have taken to-date and any actions that we may

take in the future will be sufficient to remediate this control deficiency, or that such remediation measures will be effective at

preventing or avoiding potential future significant deficiencies or material weaknesses in our internal controls.

If we identify any new deficiencies in the future or are not able to successfully remediate the material weaknesses we have

identified and related deficiencies in our disclosure controls and procedures, the accuracy and timing of our financial reporting may

be adversely affected, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our

common stock could decline, we could be subject to sanctions or investigations by the SEC, or other regulatory authorities, and we

may not be able to source external financing for our capital needs on acceptable terms or at all. Each of the foregoing items could

adversely affect our business, results of operations, financial condition, and the market price and volatility of our common stock. In

addition, we have expended, and expect to continue to expend, significant resources, including accounting-related costs and significant

management oversight, in order to assess, implement, maintain, remediate and improve the effectiveness of our internal control over

financial reporting and our general control environment.

In addition, as a result of the material weaknesses described above and other matters raised or that may in the future be raised by

the SEC, we face the potential for litigation or other disputes which may include, among others, claims invoking the federal and state

securities laws, contractual claims or other claims arising from the deficiencies in our internal control over financial reporting described

above, the preparation of our financial statements and the restatement described above. Any such litigation or dispute, whether

successful or not, could have a material adverse effect on our business, results of operations, liquidity and financial condition.

The restatement of our prior quarterly financial statements may affect shareholder and investor confidence in us or harm our

reputation, and may subject us to additional risks and uncertainties, including increased costs and the increased possibility of legal

proceedings and regulatory inquiries, sanctions or investigations.

Subsequent to the Original Filing, in connection with the restatement, management identified material weaknesses in the

Company's internal control over financial reporting, specific to the evaluation of information that was known or knowable at the time

of the transaction or event. Refer to the section titled "Restatement" in Note 1 to the unaudited interim condensed consolidated financial

statements as of and for the three months ended September 30, 2024 included in this Form 10-Q/A.

As a result of the restatement described above, we have incurred, and may continue to incur, unanticipated costs for accounting

and legal fees in connection with, or related to, such restatement. In addition, such restatement could subject us to a number of

additional risks and uncertainties, including the increased possibility of legal proceedings and inquiries, sanctions or investigations by

the SEC or other regulatory authorities. Any of the foregoing may adversely affect our reputation, the accuracy and timing of our

financial reporting, or our business, results of operations, liquidity and financial condition, or cause shareholders, investors and

customers to lose confidence in the accuracy and completeness of our financial reports or cause the market price of our common stock

to decline.

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 September 30, 2024, no officers or directors, as defined

in Rule 16a-1(f),

adopted

, modified, or

terminated

a "Rule 10b5-1 trading arrangement" or a "

non-Rule

10b5-1

trading arrangement,"

as defined in Item 408 of Regulation S-K.

Item 6. Exhibits

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

Incorporated by Reference Herein

Exhibit

No.

Description of Exhibit

Included

Herewith

Form

Exhibit

Filing Date

2.2

First Addendum to Sale and Purchase Agreement, dated

October 1, 2024, between Lesaka Technologies Proprietary

Limited; Lesaka Technologies, Inc. and the parties listed in

Annexure A

8-K

2.2

October 1, 2024

10.39

Facility Letter dated September 30, 2024 between Lesaka

Technologies (Proprietary) Limited and FirstRand Bank

Limited (acting through its Rand Merchant Bank division)

8-K

10.1

October 1, 2024

10.40

Sale of Shares Agreement dated October 1, 2024, between

Lesaka Technologies Proprietary Limited and Crossfin

Holdings Proprietary Limited

8-K

10.2

October 1, 2024

10.41

#

Third Addendum to Facility Letter no.: LM/CCMS/01/2021

between FirstRand Bank Ltd, Cash Connect Management

Solutions (Pty) Ltd, Main Street 1723 (Pty) Ltd, Cash

Connect Rentals (Pty) Ltd; and K2020 Connect (Pty) Ltd

dated October 29, 2024

31.1

Certification of Principal Executive Officer pursuant to

Rule 13a-14(a) under the Exchange Act

X

31.2

Certification of Principal Financial Officer