LESAKA TECHNOLOGIES INC

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT

SCHEDULES

a)

The following documents are filed as part of this report

1. Financial Statements

The following financial statements are included on pages F-1 through F-83.

–

KPMG, Inc.

(PCAOB Firm ID

)

–

Deloitte & Touche

(South Africa) (PCAOB

Firm ID 0

)

Consolidated balance sheets as of June 30, 2025 and 2024

Consolidated statements of operations for the years ended June 30, 2025,

2024 and 2023

Consolidated statements of comprehensive (loss) income for the years ended June 30, 2025, 2024 and 2023

Consolidated statements of changes in equity for the years ended June 30, 2025, 2024 and 2023

Consolidated statements of cash flows for the years ended June 30, 2025, 2024 and 2023

2. Financial Statement Schedules

Financial statement schedules have been

omitted since they are

either not required, not

applicable, or the

information is otherwise

included.

(b) Exhibits

Incorporated by Reference Herein

Exhibit

No.

Description of Exhibit

Included

Herewith

Form

Exhibit

Filing Date

2.1

Sale of Shares Agreement, dated October 31, 2021,

by and among Net1 Applied Technologies South

Africa Proprietary Limited; Net1 UEPS

Technologies, Inc.; Old Mutual Life Assurance

Company (South Africa) Limited; Lirast (Mauritius)

Company Limited; SIG International Investment

(BVI) Limited; Aldgate International Limited; Ivan

Michael Epstein; PFCC (BVI) Limited; PCF

Investments (BVI) Limited; Ovobix (RF) Proprietary

Limited; Luxanio 227 Proprietary Limited; Vista

Capital Investments Proprietary Limited; Vista

Treasury Proprietary Limited; K2021477132 (South

Africa) Proprietary Limited; and Cash Connect

Management Solutions Proprietary Limited.

8-K

10.1

November 2, 2021

2.2

Sale and Purchase Agreement, dated May 7, 2024,

between Lesaka Technologies Proprietary Limited;

Lesaka Technologies, Inc. and the parties listed in

Annexure A.

8-K

10.1

May 7, 2024

2.3

First Addendum to Sale and Purchase Agreement,

dated

October 1, 2024, between Lesaka Technologies

Limited; Lesaka Technologies, Inc. and

the parties listed in

Annexure A

8-K

2.2

October 1, 2025

2.4

Transaction Implementation Agreement, dated June

26, 2025, entered into between the parties listed in

Annexure A and the parties listed in Annexure B and

Lesaka Technologies Proprietary Limited and Zero

Research Proprietary Limited and Bank Zero Mutual

Bank and Naught Holdings Ltd.

8-K

2.1

June 26, 2025

3.1

Amended and Restated Articles of Incorporation

8-K

3.1

May 17, 2022

3.2

Amended and Restated By-Laws of Lesaka

Technologies, Inc.

8-K

3.2

May 17, 2022

4.1

Form of common stock certificate

10-K

4.1

September 9, 2022

4.2

Description of registrant’s securities

X

10.1*

Form of Restricted Stock Agreement

10-Q

10.49

10.2*

Form of Stock Option Agreement

10-Q

10.50

10.3*

Form of Restricted Stock Agreement (non-employee

directors)

10-Q

10.51

10.4*

Form of Indemnification Agreement

10-K

10.4

September 11, 2024

10.5*

Form of non-employee director agreement

10-K

10.5

August 24, 2017

10.6*

Amended and Restated 2022 Stock Incentive Plan of

Lesaka Technologies, Inc.

14A

A

September 30, 2022

10.7*

Amendment to the 2022 Amended and Restated

Stock Incentive Plan of Lesaka Technologies, Inc.

14A

B

April 22, 2024

10.8*

Employment Agreement, dated as of December 4,

2023, between Lesaka Technologies, Inc. and Ali

Mazanderani

8-K

10.1

December 4, 2023

10.9*

Option Award Agreement between Ali Mazanderani

and Lesaka Technologies, Inc.

14A

A

April 22, 2024

10.10*

Contract of Employment, effective February 5, 2021,

between Net1 Applied Technologies South Africa

Proprietary Limited and Lincoln Mali

8-K

10.1

February 11, 2021

10.11*

Restrictive Covenants Agreement, effective February

5, 2021, between Net1 Applied Technologies South

Africa Proprietary Limited and Lincoln Mali

8-K

10.2

February 11, 2021

10.12*

Contract of Employment, dated as of December 9,

2021, between Net1 Applied Technologies South

Africa (Pty) Ltd and Naeem Kola

8-K

10.1

10.13*

December 9, 2021, between Net1 Applied

Technologies South Africa (Pty) Ltd and Naeem Kola

8-K

10.2

10.14*

Employment Agreement, dated as of December 9,

2021, between Net 1 UEPS Technologies, Inc. and

Naeem Kola

8-K

10.3

10.15*

December 9, 2021, between Net 1 UEPS

Technologies, Inc. and Naeem Kola

8-K

10.4

10.16*

Employment Agreement, dated as of February 8,

2023, between Lesaka Technologies, Inc. and Steven

John Heilbron

10-Q

10.52

May 9, 2023

10.17*

February 8, 2023, between Lesaka Technologies, Inc.

and Steven John Heilbron

10-Q

10.53

May 9, 2023

10.18*

Contract of Employment, dated as of October 1,

2024,

between Lesaka Technologies (Pty) Ltd and

Daniel Luke

Smith

10-Q

10.53

10.19*

Restrictive Covenants Agreement, dated as of October

1,

2024, between Lesaka Technologies (Pty) Ltd and

Daniel

Luke Smith

10-Q

10.54

10.20*

Employment Agreement, dated as of October 1, 2024,

between Lesaka Technologies, Inc. and Daniel Luke

Smith

10-Q

10.55

10.21*

Restrictive Covenants Agreement, dated as of October

1,

2024, between Lesaka Technologies, Inc. and

Daniel Luke Smith

10-Q

10.56

10.22

Policy Agreement, dated April 11, 2016, among the

Company and the IFC Investors

8-K

10.32

April 12, 2016

10.23

Amended & Restated Policy Agreement, dated

October 28,

2024, among Lesaka Technologies, Inc.

and the IFC

Investors

10-Q

10.43

February 5, 2025

10.24

Cooperation Agreement, dated May 13, 2020, by and

between Net 1 UEPS Technologies, Inc. and VCP

(Proprietary) Limited

8-K

10.1

May 14, 2020

10.25

Amendment No. 1 to Cooperation Agreement, dated

December 9, 2020, by and between Net 1 UEPS

Technologies, Inc. and Value Capital Partners (Pty)

Ltd

8-K

10.1

December 10, 2020

10.26

Amendment No. 2 to Cooperation Agreement, dated

March 22, 2022, by and between Net 1 UEPS

Technologies, Inc. and Value Capital Partners (Pty)

Ltd

10-K

10.32

September 9, 2022

10.27

Securities Purchase Agreement, dated March 22, 2022,

among Net1 UEPS Technologies, Inc., Net1 Applied

Technologies South Africa Proprietary Limited and

Value Capital Partners Proprietary Limited

10-Q

10.58

May 10, 2022

10.28

Amendment No. 1 to Securities Purchase Agreement

dated March 16, 2023, among Lesaka Technologies,

Inc. (formerly Net1 UEPS Technologies, Inc.), Lesaka

Technologies Proprietary Limited (formerly Net1

Applied Technologies South Africa Proprietary

Limited) and Value Capital Partners Proprietary

Limited

8-K

10.3

10.29

Sale of Shares Agreement dated October 1, 2024,

between

Lesaka Technologies Proprietary Limited and

Crossfin

Holdings Proprietary Limited

8-K

10.40

10.30

Trust Deed of the Lesaka Employee Share Trust

entered

into between Lesaka Technologies, Inc. and

Nomaxabiso

Norma Teyise and Zwelethu Masinga

14A

A

October 2, 2024

10.31

Relationship Agreement between Lesaka

Inc. and the Trustees for the time being

of the Lesaka

Employee Share Trust

14A

B

October 2, 2024

10.32

Common Terms Agreement Senior Term Loan,

Loan and Working Capital Facilities and

Lesaka

Technologies Proprietary Limited (as

Term/RCF Borrower)

and FirstRand Bank Limited

(acting through its Rand

Merchant Bank division) (as

Facility Agent) and Bowwood

and Main No 408 (RF)

Proprietary Limited (as Debt

Guarantor) dated

10-Q

10.46

10.33

Senior Term Facility A Agreement between Lesaka

Applied Technologies Proprietary Limited (as

Term/RCF

Borrower) and The Persons Listed in

Annexure A (as

Original Senior Term Facility A

Lenders) and FirstRand

Bank Limited (acting through

its Rand Merchant Bank

Division) (as Facility Agent)

dated February 27, 2025

10-Q

10.47

10.34

Senior Term Facility B Agreement between Lesaka

Applied

Technologies Proprietary Limited (as

Term/RCF Borrower)

and The Persons Listed in

Annexure A (as Original Senior

Term Facility B

Lenders) and FirstRand Bank Limited

(acting through

its Rand Merchant Bank Division) (as

Facility Agent)

dated February 27, 2025

10-Q

10.48

10.35

Senior RCF Agreement between Lesaka Applied

Technologies Proprietary Limited (as Term/RCF

Borrower)

and The Persons Listed in Annexure A (as

Original Senior

RCF Lenders) and FirstRand Bank

Limited (acting through

its Rand Merchant Bank

Division) (as Facility Agent) dated

10-Q

10.49

10.36

Pledge and Cession in Security Agreement between

Lesaka

Technologies, Inc. (as Cedent) and Lesaka

Proprietary Limited (as Obligors' agent

and Term/RCF

Borrower) and Bowwood and Main No

408 (RF)

Proprietary Limited (as Debt Guarantor) and

Bank Limited (acting through its Rand

Merchant Bank

Division) (as Facility Agent) dated

10-Q

10.50

10.37

Subordination Agreement between Lesaka Applied

Technologies Proprietary Limited (as Term/RCF

Borrower)

and The Persons Listed in Annexure A (as

Original

Subordinated Parties) and The Persons Listed

in Annexure

B (as Original Obligors) and The Persons

Listed in

Annexure C (As Original Lenders) and

FirstRand Bank

Limited (acting through its Rand

Merchant Bank Division)

(as Facility Agent) and

Bowwood and Main No 408 (RF)

(as Debt Guarantor) dated February 28,

10-Q

10.51

10.38

General Banking Facility Agreement dated February

27,

2025 between Lesaka Technologies (Proprietary)

Limited

and FirstRand Bank Limited (acting through

its Rand

10-Q

10.52

10.39

Facility Letter between Nedbank Limited and Net1

Applied Technologies South Africa Limited and

certain of its subsidiaries dated as of December 13,

2013 and First Addendum thereto dated as of

December 18, 2013

8-K

10.27

December 19, 2013

10.40

Letter from Nedbank Limited to Net1 Applied

Technologies South Africa Proprietary Limited and

certain of its subsidiaries, dated December 7, 2016

8-K

10.50

December 9, 2016

10.41

Revolving Credit Facility Agreement, dated

November 29, 2022, between Cash Connect Capital

Proprietary Limited, the Parties Listed in Part I of

Schedule 1 (the Original Guarantors) and FirstRand

Bank Limited (acting through its Rand Merchant Bank

division) (as Lender)

8-K

10.1

December 5, 2022

10.42

Senior Facility E Agreement, dated September 26,

2018, among Net1 Applied Technologies South Africa

Proprietary Limited, FirstRand Bank Limited (acting

through its Rand Merchant Bank division), as lender,

and FirstRand Bank Limited (acting through its Rand

Merchant Bank division), as agent

8-K

10.96

October 2, 2018

10.43

Letter of Amendment, dated August 2, 2021, among

Net1 Applied Technologies South Africa Proprietary

Limited and FirstRand Bank Limited (acting through

its Rand Merchant Bank division), as lender, related to

the amendment to the Senior Facility E Agreement

8-K

10.1

August 2, 2021

10.44

Letter of Amendment, dated January 22, 2024, among

Lesaka Proprietary Limited and FirstRand Bank

division), as lender, related to the amendment to the

Senior Facility E Agreement

8-K

10.1

January 23, 2024

10.45

Fifth Amendment and Restatement Agreement, dated

March 16, 2023, between Lesaka Technologies

Proprietary Limited (as borrower), and FirstRand Bank

division) (as lender), and FirstRand Bank Limited

(acting through its Rand Merchant Bank division) (as

facility agent)

8-K

10.1

10.46

Amendment and Restatement Agreement, dated

November 24, 2023, between Lesaka Technologies

Proprietary Limited (as borrower), and FirstRand Bank

division) (as lender), and FirstRand Bank Limited

(acting through its Rand Merchant Bank division) (as

facility agent)

8-K

10.1

December 1, 2023

10.47

First Amendment and Restatement Agreement, dated

March 22, 2023, between Cash Connect Management

Solutions Proprietary Limited (as borrower), arranged

by FirstRand Bank Limited (acting through its Rand

Merchant Bank division) (as mandated lead arranger),

and FirstRand Bank Limited (acting through its Rand

Merchant Bank division) (as facility agent)

8-K

10.2

10.48

Third Addendum to Facility Letter no.:

LM/CCMS/01/2021

between FirstRand Bank Ltd,

Cash Connect Management

Solutions (Pty) Ltd, Main

Street 1723 (Pty) Ltd, Cash

Connect Rentals (Pty) Ltd;

and K2020 Connect (Pty) Ltd

dated October 29, 2024

10-Q

10.41

November 6, 2024

10.49

Facility Letter dated September 30, 2024 between

Lesaka

Technologies (Proprietary) Limited and

FirstRand Bank

Limited (acting through its Rand

8-K

10.1

10.50

First Addendum to the Facility Letter dated December

10,

2024 between Lesaka Technologies (Proprietary)

Limited

and FirstRand Bank Limited (acting through

its Rand

8-K

10.1

December 10, 2024

Code of Ethics

X

Insider Trading Policy

X

Subsidiaries of Registrant

X

23.1

Consent of Independent Registered Public

Accounting Firm - KPMG, Inc.

X

23.2

Consent of Independent Registered Public

Accounting Firm - Deloitte & Touche (South Africa)

X

31.1

Certification of Principal Executive Officer pursuant

to Rules 13a-14(a) and 15d-14(a) under the Securities

Exchange Act of 1934, as amended

X

31.2

Certification of Principal Financial Officer pursuant

to Rules 13a-14(a) and 15d-14(a) under the Securities

Exchange Act of 1934, as amended

X

Certification pursuant to 18 USC Section 1350

X

Compensation Clawback Policy

X

101.INS

XBRL Instance Document

X

101.SCH

Extension Schema

X

101.CAL

Extension Calculation Linkbase

X

101.DEF

Extension Definition Linkbase

X

101.LAB

Extension Label Linkbase

X

101.PRE

Extension Presentation Linkbase

X

Cover Page Interactive Data File (formatted as inline

XBRL and continued in Exhibit 101)

X

• Indicates a management contract or compensatory plan or arrangement.