LESAKA TECHNOLOGIES INC

ITEM 9A.

CONTROLS AND PROCEDURES

Evaluation of disclosure controls

and procedures

Under the

supervision and

participation of

our management,

including our

Executive Chairman

and our

Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as

such term is defined under Rule 13a-15(e)

under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on this evaluation, our Executive Chairman and

Financial Officer

concluded that

our disclosure

controls and

procedures were

not effective

as of

2024, due

to

the material weaknesses in internal control over financial reporting as described

below.

Internal Control over Financial Reporting

Internal control over financial reporting

is a process designed

by, or under the supervision of, our

Executive Chairman and Group

Chief

or

persons

similar

functions,

and

effected

by

our

board

of

directors,

management,

and

other

personnel, to provide

reasonable assurance regarding

the reliability of

financial reporting and

the preparation of

for external purposes in accordance with U.S. GAAP.

Internal control over financial reporting includes

those policies and procedures that

(1) pertain to the

maintenance of records that,

in reasonable detail, accurately and fairly

reflect the transactions and dispositions of

our assets; (2) provide reasonable

assurance that

transactions are recorded as

necessary to permit preparation of

financial statements in accordance

with U.S. GAAP,

and that receipts

and expenditures of the company are being made only in accordance with authorizations of our officers and directors; and (3) provide

reasonable assurance regarding prevention

or timely detection of unauthorized

acquisition, use or disposition

of our assets that could

have a material effect on our audited consolidated financial statements.

Inherent Limitations in Internal Control

over Financial Reporting

Internal control over financial reporting cannot provide absolute assurance of achieving

financial reporting objectives because of

its inherent

limitations.

control

over

is a

process that

involves

human

diligence

and

and

is

subject

to

lapses

in

judgment and

breakdowns

from human

failures.

also

can

be

circumvented by collusion or improper

management override. Because of such

limitations, there is a risk that

material misstatements

may not

be prevented

or detected

on a

timely basis

by internal

financial reporting.

However,

these inherent

limitations

are known features of the financial reporting

process. Therefore, it is possible to design into the process safeguards

to reduce, though

not eliminate, this risk.

Management’s

Report on Internal Control Over Financial Reporting

Management,

our

Chairman

and

our

Group

Chief

is

responsible

for

establishing

and

maintaining

adequate

control

over

our

reporting.

conducted

an

of

the

of

internal control over financial reporting based on criteria established in Internal Control – Integrated Framework

(2013) issued by the

Committee

of Sponsoring

Organizations

of the

Treadway

(COSO). Based

on this

and as

below,

management concluded that our internal control over financial reporting

was not effective as of June 30, 2024.

A material

weakness is

a deficiency,

or a

combination of

deficiencies, in

reporting, such

that a

possibility

exists that

a

misstatement

of

our

annual

or

interim

would

not

be

prevented

or

detected on a timely basis.

As

of

June

30,

2024,

we

related

to

general

(“ITGCs”),

specifically

risk

assessment,

design

and

implementation,

monitoring

activities

and

training

of

individuals

to

operate

controls in the

areas of user access

and program-change management

for certain information

technology (“IT”) systems

that support

our financial reporting processes. As a result, the related process-level

IT dependent manual and automated application controls were

deemed ineffective since they could not be relied upon.

Management has also identified material weaknesses

related to insufficient design and implementation of

controls and associated

policies and procedures in

its annual goodwill

impairment assessment, resulting in

a lack of

precision in evaluating certain

used and a lack of validation of the completeness and accuracy of data used

in the goodwill impairment model.

The material

weaknesses described

above did

not result

in any

misstatements to

our

annual

or interim

statements, and

there were

no changes

to previously

reported financial

results. However,

each of

these material

weaknesses, if

not

remedied, present a

reasonable possibility that

a misstatement to

our financial statement

accounts or disclosures

would not be

prevented

or detected on a timely basis.

Lesaka’s independent registered public accounting firm, KPMG,

Inc., who audited the

consolidated financial statements

in this Annual

Report, has expressed

an adverse report

on the operating

effectiveness of our

internal control over

as of June 30, 2024, which appears in Part II, Item 8 of this Annual Report.

Remediation of Material Weaknesses

To

address

the

weaknesses,

our

management,

with

the

support

of

our

IT

governance

team,

has

commenced

with

remediation of these material

weaknesses including, but not

limited to: (1) developing

and implementing a comprehensive

plan

that includes

specific actions

aimed

at educating

control owners

about

the operation

and

importance

of ITGCs,

the

principles and requirements of each control,

with a focus on

user access and change management

controls over IT systems that

support

financial reporting processes;

(2) enhancing and

maintaining documentation of

ITGCs to ensure

continuity in the

event of employee

or personnel

changes; (3)

implementing improved

risk assessment

procedures and

controls for

IT system

changes to

better identify

financially relevant

applications and

to enhance the

selection, development,

and monitoring of

control activities and

procedures; (4)

collaborating

closely with

internal and

external assurance

to ensure

the robustness

of our

plan; (5)

creating a

model

reviewer

checklist

that

specific

review

to

be

performed

by

the

reviewer

of

the

goodwill impairment

model, who

will be required

to complete the

checklist as

evidence of

their review;

and (6) enhanced

quarterly

reporting to the Audit Committee on the remediation measures and effectiveness

of the same.

While we are actively taking steps

to implement our remediation plan, the material weaknesses

will not be deemed resolved until

the enhanced controls operate

for a sufficient period

of time and

management has confirmed

through testing that the

same are operating

effectively.

We

will continue to

monitor the remediation

plan's effectiveness

and adjust

our efforts

as needed. As

we assess and

test

our internal control over financial reporting, we may identify the need for additional

measures or modifications to the plan.

Changes in Internal Control over Financial Reporting

Except as described above,

there were no changes

in our internal control over

financial reporting during the

quarter ended June

30, 2024, that have materially affected, or are reasonably

likely to materially affect, our internal control over financial reporting.

and Board of Directors of Lesaka Technologies,

Inc.

Opinion on Internal Control Over Financial Reporting

We

have

audited

Lesaka

Technologies,

Inc.

and

subsidiaries’

(the

Company)

control

over

as

of

June 30, 2024, based

on criteria established

in

Internal Control – Integrated

Framework (2013)

issued by the

Committee of

Sponsoring

Organizations of the Treadway Commission. In our opinion, because of the effect of the material weaknesses, described below, on the

achievement of the objectives

of the control

criteria, the Company has

not maintained effective internal

control over financial reporting

as of

2024,

criteria established

in

Control

– Integrated

Framework (2013)

issued by

the Committee

of

Sponsoring Organizations of the Treadway

Commission.

We

also have

audited, in

the standards

of the

Public Company

Accounting Oversight

Board (United

States)

(PCAOB),

balance sheets

of the

Company as

of June

the related

statements of

comprehensive (loss) income, changes in equity,

and cash flows for the year ended June 30, 2024, and the related

notes (collectively,

the consolidated financial

statements), and

our report

dated September 11,

2024 expressed an

unqualified opinion on

those consolidated

financial statements.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there

is a reasonable possibility that

a material misstatement of the

company’s annual

or interim financial statements will

not be prevented

or

detected

on

a

timely

basis.

Material

related

to

general

(“ITGCs”),

specifically

risk assessment,

design and

implementation, monitoring

activities and

training of

individuals to

operate controls

in the

areas of

user access

and program-change

management for

certain information

technology (“IT”)

systems that

support the

processes

and

design

and

of

and

and

in

the

annual

have

been

and

in

assessment.

The

were

considered in determining

the nature, timing,

and extent of

audit tests

applied in our

audit of

the 2024 consolidated

financial statements,

and this report does not affect our report on those consolidated

financial statements.

The

is

responsible

for

maintaining

control

over

and

for

its

assessment of

of internal

financial reporting,

the accompanying

Management’s

Report on

Internal Control over Financial Reporting. Our

responsibility is to express

an opinion on the Company’s internal control over financial

reporting based

on our

audit. We

are a

public accounting

firm registered

PCAOB and

to be

independent with

respect to the

Company in accordance

with the U.S. federal

securities laws and

the applicable rules

and regulations of

the Securities

and Exchange Commission and the PCAOB.

We conducted

our audit in accordance with

the standards of the PCAOB. Those

standards require that we plan

and perform the

audit to

obtain reasonable

assurance about

whether effective

reporting was

maintained in

all material

respects. Our

audit of internal

reporting included

obtaining an understanding

of internal control

reporting,

assessing

the

risk

that

a

exists,

and

testing

and

evaluating

the

design

and

of

based on the

assessed risk. Our

audit also included

performing such other

procedures as we

considered necessary

in

the circumstances. We

believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A

company’s

control

over

is

a

process

designed

to

provide

the

reliability of financial

reporting and the

preparation of financial

statements for external

purposes in accordance with

generally accepted

accounting principles. A company’s internal

control over financial reporting includes those policies and procedures that (1) pertain to

the maintenance of records that, in reasonable detail, accurately and fairly

reflect the transactions and dispositions of the assets of the

company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in

accordance with generally accepted

accounting principles, and that

receipts and expenditures of

the company are being made

only in

accordance

with

authorizations

of

and

of

the

company;

and

(3)

provide

prevention or timely detection of

unauthorized acquisition, use, or disposition

of the company’s assets that could have

a material effect

on the financial statements.

Because

of

its

inherent

limitations,

control

over

may

not

prevent

or

detect

misstatements.

Also,

projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of

changes in conditions, or that the degree of compliance with the policies or

procedures may deteriorate.

/s/

KPMG, Inc